Article 1: Purpose and scope

These General Terms and Conditions of Sale (the “GTC”) govern all commercial relationships between Bonx, Inc. (the “Publisher”) and any legal entity or individual acting for business or commercial purposes (the “Client”) that has signed a Purchase Order referencing these GTC.

These GTC are intended solely for business-to-business transactions and do not apply to consumer transactions.

The Publisher provides and commercializes an industrial management software platform (ERP/MES) delivered as software-as-a-service (“SaaS”) over the internet, the applicable features and scope of which are specified in each Purchase Order.

These GTC apply to the exclusion of any other terms or conditions unless expressly agreed otherwise in writing by the Publisher.

Article 2: Definitions

The terms defined below have the meaning attributed to them in these GTC and in any Purchase Order:

Article 3: Term and renewal

The contract enters into force on the date of signature of the Purchase Order and is concluded for the duration indicated therein (default: two years). The Agreement automatically renews for successive one-year periods unless either Party provides written notice of non-renewal, including by email to the notice address designated by the other Party, at least sixty (60) days before the applicable anniversary date.

Where Applicable Law requires a specific renewal notice or procedure, the Publisher will comply with such requirement.

Article 4: Access to the software and deployment

4.1 Deployment

The Publisher carries out the technical operations necessary to make the Software available under the conditions defined in the Purchase Order. The Client undertakes to collaborate actively and to comply with the validation deadlines incumbent upon it, in particular: designation of a project contact, provision of necessary access, response to validation requests within the agreed timeframes. Any delay attributable to the Client may not be held against the Publisher.

4.2 Staging environment

A staging environment separate from the production environment is only provided if expressly provided for in the Purchase Order. In the absence of such mention, only the production environment is included in the subscription. The provision of a staging environment may be subject to separate billing according to the applicable pricing conditions.

4.3 Access modalities

The Software is accessible in SaaS mode via the internet, from any compatible terminal equipped with an up-to-date browser. The Client is responsible for its internet connection and for the compliance of its workstations with the technical prerequisites specified in the Purchase Order. Login credentials are personal and confidential. The Client is solely responsible for their safekeeping and use. The Client shall notify the Publisher without delay in the event of suspected compromise.

4.4 Hosting

Client Content is hosted on servers located within the European Union. The Publisher undertakes not to modify this location without the Client’s prior written consent. The Publisher implements appropriate technical and organizational measures to ensure the security, integrity and confidentiality of Client Content, including in particular: periodic backups, encryption of data in transit and at rest, strict access control, and traceability of actions performed on servers.

The Client acknowledges and authorizes the hosting of Client Content in the hosting region specified above.

Unless expressly agreed otherwise in the Purchase Order, the Client shall not upload to the Software classified information, ITAR-controlled technical data, Controlled Unclassified Information subject to specific government cybersecurity requirements, or other information subject to governmental localization, access or export-control restrictions that the Publisher has not expressly agreed in writing to support.

Article 5: Support and maintenance

The Publisher provides the Client, within the framework of the subscription, with the following services:

• User support via the ticketing tool integrated into the Software
• Corrective maintenance: the Publisher uses its best efforts to correct Anomalies reported by the Client within the following indicative timeframes:

‍

These timeframes are indicative and subject to the Client's active cooperation, understood as: the transmission of elements enabling the Anomaly to be reproduced (logs, screenshots, reproduction steps), the designation of an available technical contact, and access to the relevant environment if necessary. These timeframes do not constitute firm commitments and do not give rise to penalties.

The Publisher is released from its support obligations in the following cases: misuse of the Software, unauthorized modification, non-compliance with technical prerequisites, the Client's failure to meet its contractual obligations, malfunction of a Third-Party Integration, or an external cause (force majeure, third-party network failure).

Article 6: Availability and service levels

The Publisher uses its best efforts to maintain the Software available 99.5% of the time per calendar month. The availability rate is calculated by excluding the following events, which are not counted as unavailability:

• Planned maintenance, notified to the Client by email with at least 24 hours' notice
• Unavailability resulting from a failure of the Client's internet connection or information system
• Unavailability caused by an act or omission of the Client or a third party not mandated by the Publisher
• A Force Majeure Event as defined in Article 12
• Malfunctions of third-party systems or services (cloud providers, network operators, Third-Party Integration publishers)

In the event of significant unavailability attributable to the Publisher, the Parties shall come together in good faith to agree on appropriate corrective measures. The Publisher may not be held liable for unavailability resulting from the exclusion causes listed above.

6.1 Data Backup and Recovery

Under normal operating conditions, the Publisher implements the following backup and recovery measures:

• Backups: performed every six (6) hours, with a retention period of seven (7) days.
• Point-in-time recovery: ability to restore the Software to a prior state within a seven (7) day window.
• Recovery Time Objective (RTO): four (4) hours from the Publisher's formal declaration of the incident.
• Recovery Point Objective (RPO): six (6) hours, subject to the proper functioning of third-party dependencies.

These commitments constitute best-efforts objectives and do not apply in the event of force majeure, failure of a third party not mandated by the Publisher, or any exclusion cause set out in Article 6.

Article 7: Software updates

The Publisher reserves the right to evolve the Software at any time, in particular for technical, security, regulatory or functional improvement reasons. These Updates are deployed within the framework of the subscription, at no additional cost to the Client.

For Updates likely to significantly impact the Client's workflows or interface (substantial modification of an existing feature or removal of a feature), the Publisher undertakes to notify the Client by email with at least fifteen (15) calendar days' notice.

The Client may not require the maintenance of a prior version of the Software. The Publisher does not guarantee the permanent compatibility of Third-Party Integrations with new versions of the Software. In the event of incompatibility, the Publisher uses its best efforts to assist the Client in adapting its Integrations, without this constituting an obligation of result.

Article 8: Third-party integrations

The Software may be connected to third-party systems or software (legacy ERP, CPMS, MES, supervision tools, external APIs) via connectors developed by the Publisher or by the Client.

The Publisher may not be held liable for malfunctions, interruptions or incompatibilities resulting from a unilateral change in a third-party system (API modification, third-party software update, change of supplier by the Client). The maintenance of Third-Party Integrations in the event of a change in the relevant third-party system may be subject to billing under additional services.

The Client is responsible for the compatibility of its third-party systems with the Software and undertakes to inform the Publisher of any planned change likely to affect the Integrations in place, with reasonable notice.

Article 9: Financial terms

9.1 Prices and billing

Prices are those set forth in the Purchase Order and are exclusive of applicable taxes.

The Client is responsible for all applicable sales, use, excise and similar transaction taxes arising from the purchase or use of the Services, excluding taxes imposed on the Publisher’s net income, property or payroll.

Where the Publisher is legally required to collect or remit such taxes, the applicable amount will be added to the relevant invoice.

The billing frequency is that defined in the Purchase Order (monthly, quarterly, semi-annual or annual). A first invoice is issued on the start date, then at each due date according to the agreed frequency. Any activation of an option or team during a period is billed pro rata temporis on the following invoice.

9.2 FTE-based pricing

The subscription is billed according to an FTE bracket grid defined in the Purchase Order. The applicable bracket for year N is determined based on the average FTE headcount recorded during year N-1, regardless of the billing frequency selected.

The Client shall transmit, no later than 80 days before each anniversary date, a consolidated declaration of its FTE headcount accompanied by reasonable supporting documents. Failing this, the Publisher may apply the next higher bracket and proceed to retroactive regularization.

9.3 Payment

Payment shall be made by ACH debit or any other payment method specified in the Purchase Order. Unless otherwise specified in the Purchase Order, invoices are due upon receipt.

Any overdue amount may accrue interest at the lesser of (i) one and one-half percent (1.5%) per month and (ii) the maximum rate permitted by applicable law. The Client shall also reimburse the Publisher for reasonable costs of collection incurred in recovering undisputed overdue amounts.

If payment remains overdue for more than ten (10) days, the Publisher may suspend access to the Software after providing written notice, including by email, and a five (5) Business Day opportunity to cure.

The Publisher will not suspend access during critical operating periods previously notified by the Client, including monthly closings, audits or planned production campaigns, unless payment is more than thirty (30) days overdue.

9.4 Invoice disputes

Any invoice dispute must be notified to the Publisher within 20 days of receipt, in writing and with reasons. Disputing an invoice does not exempt the Client from settling other undisputed invoices.

9.5 Storage capacity

The Offer includes a storage capacity per site or environment subscribed, the volume of which is specified in the Purchase Order. Beyond this volume, any additional capacity is invoiced per indivisible block, at the rate and block size set out in the Purchase Order or, failing that, at the Publisher's prevailing price list, communicated to the Client upon request. Any partially used block is due in full.

Excess usage is determined on the basis of the maximum storage volume used by the Client during the relevant calendar month. Additional blocks are invoiced in arrears, on the following month's invoice. The Publisher notifies the Client when its consumption reaches 80% of the included volume; absent any response from the Client, the excess is invoiced in accordance with the above terms.

Article 10: Intellectual property

10.1 Publisher's rights

The Software and all intellectual property rights relating to it are owned by the Publisher and/or its licensors or Affiliates. Nothing in the Agreement transfers ownership of the Software or any related intellectual property rights to the Client.

The Publisher grants the Client, for the duration of the contract and worldwide, a non-exclusive, non-assignable and non-transferable right of use, limited to the use of the Software in SaaS mode in the context of its own activities. The Client shall not reproduce, modify, decompile, disassemble, reverse engineer, extract databases from, or create derivative works based on the Software, except to the limited extent that such restriction is expressly prohibited by applicable law.

The Publisher represents and warrants that it has the rights necessary to enter into the Agreement and grant the rights granted to the Client.

The Publisher will defend the Client against any third-party claim alleging that the Client’s authorized use of the Software infringes or misappropriates a third party’s intellectual property rights in the United States and will indemnify the Client against damages and reasonable costs finally awarded by a court or agreed in a settlement approved by the Publisher.

This obligation does not apply to the extent a claim results from a modification not made by the Publisher, a combination with products or services not supplied or approved by the Publisher, or use of the Software contrary to the Agreement or applicable documentation.

10.2 Client's rights

The Client is the sole owner of Client Content. The Client grants the Publisher a non-exclusive, worldwide and royalty-free license to host, process and display this content solely for the purpose of performing the contract. This license terminates at the end of the data portability period. The Client warrants that it holds all necessary rights to Client Content and that its use via the Software is lawful.

Article 11: Liability

11.1 Publisher's liability

To the maximum extent permitted by applicable law, the Publisher shall be liable only for direct damages resulting from a proven breach of its obligations under the Agreement.

The Publisher shall not be liable for any indirect, incidental, consequential, special, exemplary or punitive damages, or for any loss of revenue, profits, goodwill, use or data, business interruption, loss of production or production downtime, whether arising in contract, tort or otherwise, even if the Publisher was advised of the possibility of such damages.

The Publisher shall not be liable for damages resulting from changes to Third-Party Integrations outside its control, properly notified Software Updates, use of the Software contrary to its documentation, or failures of the Client’s systems or infrastructure.

To the maximum extent permitted by applicable law, the Publisher’s aggregate liability arising out of or relating to the Agreement shall not exceed the fees paid or payable by the Client to the Publisher during the twelve (12) months immediately preceding the event giving rise to the claim.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THE AGREEMENT, INCLUDING ARTICLE 10.1, THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PUBLISHER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

THE PUBLISHER DOES NOT WARRANT THAT THE SOFTWARE WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED OR THAT USE OF THE SOFTWARE WILL PRODUCE ANY PARTICULAR BUSINESS RESULT.

Nothing in this Article excludes or limits liability to the extent such exclusion or limitation is prohibited by applicable law.

11.2 Client's liability

The Client is solely responsible for the use of the Software by its Users, for the lawfulness and quality of Client Content, and for the compliance of its information system with the technical prerequisites. The Client bears any damage caused to the Publisher or to third parties as a result of unlawful Client Content
or misuse.

11.3 Insurance

Each Party undertakes to maintain, for the entire duration of the contract, commercially reasonable professional and technology liability insurance maintained with a financially sound insurer. Upon the Client's written request, the Publisher undertakes to provide a valid insurance certificate within ten (10) business days.

Article 12: Force majeure

Neither Party shall be liable for any delay or failure to perform its obligations, other than payment obligations, to the extent caused by circumstances beyond its reasonable control, including natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, governmental action, labor disputes, widespread telecommunications or internet failures, or failures of third-party infrastructure outside the affected Party’s reasonable control (a “Force Majeure Event”).

The affected Party shall notify the other Party promptly and use commercially reasonable efforts to mitigate the effects of the Force Majeure Event.

If the Force Majeure Event continues for more than thirty (30) consecutive calendar days and materially prevents performance of the Agreement, either Party may terminate the Agreement by written notice without liability for such termination.

Article 13: Termination

13.1 Termination for breach

If either Party materially breaches the Agreement and fails to cure such breach within thirty (30) calendar days after receiving written notice describing the breach in reasonable detail, the non-breaching Party may terminate the Agreement by written notice, without prejudice to any other remedies available under the Agreement or applicable law.

13.2 Effects of termination

The end of the contract, whatever the cause, results in the immediate cessation of the right of access to the Software at the end of the data portability period. Articles 10 (Intellectual Property), 11 (Liability), 14 (Data Portability and Data Retention), 15 (Confidentiality), 16 (Personal Data Protection) and 20 (Applicable Law and Jurisdiction), together with any provisions which by their nature are intended to survive, shall survive expiration or termination of the Agreement.

Article 14: Data portability and data retention

At the end of the contract, whatever the cause, the Publisher returns the Client's Content in its last saved state to the Client, within one month of the request. Return in JSON or CSV format is included in the subscription. Any request for return in a specific different format may be subject to separate billing,
agreed by mutual consent.

The Publisher then destroys all copies of Client Content on its servers within thirty (30) calendar days following the return, after the Client's written confirmation.

The Client is solely responsible for complying with its own legal data retention obligations (traceability, quality standards, sector-specific regulatory requirements, in particular ISO 9001 or equivalent). It is the Client's responsibility to extract and archive the necessary data before the end of the contract. The destruction of Client Content by the Publisher does not exempt the Client from its legal or regulatory retention obligations.

Subject to applicable bankruptcy and insolvency law and to any third-party intellectual property rights, if the Publisher permanently ceases its business operations and neither an Affiliate nor a successor continues to provide the Software, the Client may obtain, at no additional charge, a copy of the Software source materials reasonably available to the Publisher (the “Source Materials”) solely for the purpose of maintaining the Client’s own internal use of the Software.

The Client may not sell, commercialize, distribute or otherwise make the Source Materials available to third parties or to Subsidiaries that were not authorized users of the Software at the time the Publisher ceased operations.

The Source Materials shall include the materials reasonably necessary for a suitably qualified developer to maintain the Software without assistance from the Publisher, to the extent such materials are owned or controlled by the Publisher and may lawfully be provided to the Client.

Article 15: Confidentiality

Each Party shall protect the other Party’s confidential information and shall use such information solely as necessary to perform or receive the Services under the Agreement.

These confidentiality obligations apply during the term of the Agreement and for three (3) years following its expiration or termination.

Notwithstanding the foregoing, information constituting a trade secret under applicable law shall remain protected for so long as it continues to qualify as a trade secret.

The confidentiality obligations apply to the receiving Party’s personnel, Affiliates, contractors and subcontractors having a need to know such information and who are subject to confidentiality obligations no less protective than those contained herein.

Confidential information does not include information that the receiving Party can demonstrate: (i) is or becomes publicly available through no breach of the Agreement; (ii) was lawfully known by the receiving Party without restriction before disclosure; (iii) was independently developed without use of the disclosing Party’s confidential information; or (iv) was lawfully obtained from a third party without confidentiality restrictions.

A Party may disclose confidential information where required by applicable law, regulation or court order, provided that, to the extent legally permitted, it gives the other Party reasonable prior notice and cooperates in seeking appropriate protective measures.

Article 16: Personal data protection

To the extent the Publisher processes Personal Data on behalf of the Client in connection with the Software, the Publisher shall act as a processor, service provider or contractor, as applicable under Applicable Data Protection Laws, and the Client shall act as the controller or business, as applicable.

The Publisher shall:

• process Personal Data only on documented instructions from the Client and solely for the specific purposes of hosting and operating the Software, providing support and maintenance, maintaining security, troubleshooting, providing Client-requested integrations, administering the Client’s account and performing the Agreement;
• not sell or share Personal Data, including for cross-context behavioral advertising, as such terms are defined under Applicable Data Protection Laws;
• not retain, use or disclose Personal Data outside the direct business relationship with the Client or for any purpose other than the specific purposes described above, except as otherwise permitted by Applicable Data Protection Laws;
• provide the same level of privacy protection required of service providers or processors under Applicable Data Protection Laws and promptly notify the Client if the Publisher determines that it can no longer meet its applicable obligations;
• maintain the confidentiality of Personal Data and ensure that personnel authorized to process such data are subject to appropriate confidentiality obligations;
• implement reasonable and appropriate technical and organizational safeguards designed to protect Personal Data against unauthorized access, acquisition, destruction, alteration, use or disclosure;
• notify the Client without undue delay after becoming aware of a security incident involving unauthorized access to or acquisition of Client Personal Data where notification is required under Applicable Data Protection Laws;
• reasonably assist the Client in responding to applicable data-subject or consumer-rights requests and in meeting the Client’s obligations under Applicable Data Protection Laws, taking into account the nature of the processing and the information available to the Publisher;
• upon reasonable request, make available information reasonably necessary to demonstrate compliance with this Article and permit the Client to take reasonable and appropriate steps required by Applicable Data Protection Laws to verify, stop or remediate any unauthorized use of Personal Data;
• delete or return Personal Data upon termination of the Agreement in accordance with Article 14, except to the extent retention is required by applicable law.

The Publisher expressly undertakes not to use Client Content or Personal Data to train or improve artificial intelligence models or other machine-learning systems during the term of the Agreement or during the three (3) years following its expiration.

The Publisher may engage subprocessors in connection with hosting, infrastructure, support or data processing. The Publisher shall ensure that each subprocessor is bound by written obligations providing a level of protection for Personal Data consistent with this Article.

The Publisher shall provide the Client with at least thirty (30) calendar days’ prior notice of any material new subprocessor, during which period the Client may raise a reasonable objection based on documented data-protection concerns.

The Publisher remains responsible for the performance of its subprocessors to the extent required by applicable law and the Agreement.

Where additional contractual terms are required under Applicable Data Protection Laws, including a data processing addendum, the Parties shall enter into such terms as reasonably necessary.

Article 17: Audit

The Client may, during the term of the contract and with twenty (20) business days' prior written notice, have an independent service provider carry out a security audit of the Software according to a scope and methodology agreed jointly. Audit costs are borne by the Client, except where the audit reveals vulnerabilities attributable to the Publisher, in which case the costs of remediation shall be borne by the latter.

Article 18: Personnel provisions

18.1 Independence

The Publisher performs the Services as an independent contractor. Nothing in the Agreement creates any partnership, joint venture, employment, fiduciary or agency relationship between the Parties.

The Publisher retains sole direction and control over its personnel and is responsible for complying with applicable employment, wage and hour, payroll tax, worker-classification and similar legal obligations relating to its personnel.

18.2 Non-solicitation

To the extent permitted by applicable law, during the term of the Agreement and for twelve (12) months thereafter, the Client shall not knowingly and directly target and solicit for employment any employee of the Publisher who was materially involved in providing Services to the Client and with whom the Client had material direct contact in connection with the Agreement.

This restriction does not apply to general employment advertisements or campaigns not specifically targeted at Publisher personnel, unsolicited applications initiated by the relevant employee, approaches by recruiters not instructed to target Publisher personnel, or any individual who is no longer employed by the Publisher at the time of the Client’s solicitation.

In the event of a breach of this Article, the Publisher may pursue actual damages and any other remedies available under applicable law.

Article 19: Miscellaneous provisions

Entire agreement. The Purchase Order and these GTC constitute the entire agreement between the Parties regarding their subject matter and supersede prior agreements, proposals or representations relating to the same subject matter. In the event of an express conflict between a Purchase Order and these GTC, the Purchase Order shall prevail to the extent of that conflict.

Amendments. The Publisher may update these GTC upon at least thirty (30) calendar days’ prior notice where reasonably necessary to reflect changes in applicable law, security requirements or non-material operational matters, provided that such update does not materially reduce the Client’s contractual rights during the then-current subscription term. Any other material amendment to the Agreement requires a written amendment agreed by both Parties.

Severability. If any provision of the Agreement is held to be invalid or unenforceable, that provision shall be enforced to the maximum extent permitted by law and the remaining provisions shall remain in full force and effect.

No waiver. Failure or delay by either Party in exercising any right or remedy does not constitute a waiver of that right or remedy.

Assignment. The Client may not assign or transfer the Agreement without the Publisher’s prior written consent. The Publisher may assign the Agreement without the Client’s consent to an Affiliate or in connection with a merger, reorganization, change of control, sale of substantially all of its assets or similar corporate transaction, provided that the successor assumes the Publisher’s obligations under the Agreement.

The Publisher may use Affiliates and subcontractors to perform all or part of the Services and remains responsible for their performance to the extent provided in the Agreement.

Successors. The Agreement is binding upon and benefits the Parties and their permitted successors and assigns.

Notices. Notices required under Articles 3, 9, 12, 13 or 20 shall be in writing and may be delivered by email to the notice address specified in the applicable Purchase Order, by nationally recognized overnight courier or by certified or registered mail.

Electronic signatures. Purchase Orders, amendments and other contractual documents may be executed electronically and in counterparts. Electronic signatures and electronic records shall have the same effect as original signatures and paper records.

Compliance with law. Each Party shall comply with the laws applicable to its performance of the Agreement. The Client shall not access or use the Software in violation of applicable U.S. export-control or economic-sanctions laws.

Article 20: Applicable law and jurisdiction

The Agreement and any dispute arising out of or relating to it shall be governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles.

In the event of a dispute relating to the interpretation, performance or termination of the Agreement, the Parties shall first attempt in good faith to resolve the dispute amicably for a period of thirty (30) calendar days following written notice of the dispute.

If the dispute is not resolved during such period, each Party irrevocably submits to the exclusive jurisdiction of the state courts located in the State of Delaware and the United States District Court for the District of Delaware, as applicable, and waives any objection based on personal jurisdiction or improper venue.

These GTC are drafted in English. Any translation is provided solely for convenience. In the event of any inconsistency or conflict between the English version and a translated version, the English version shall prevail.

— End of the General Terms and Conditions of Sale of Bonx, Inc. —