Terms and Conditions

General Terms And Conditions Of Licence And Associated Services – [V.2019.04] Publication date [8 Apr. 2019] - effective date [8 Apr. 2019]

Preamble

4D markets software that it owns, as well as software packages designed and developed by other authors. The software offered by 4D consists of standard products intended to meet the needs of as many customers as possible.

The customer, seeking to acquire new it tools, wished to be able to use software offered by 4D for the purpose of his/her/its professional activity.

In the context of its duty to inform and advise, 4D has provided the customer with a commercial proposal and/or documentation presenting the 4D products, which the customer acknowledges having read. It is the customer’s responsibility, in particular on the basis of this information, to ensure that the 4D products are suitable for his/her/its specific needs and constraints. To this end, the customer may request any additional information from 4D and/or attend an additional demonstration of the 4D products prior to accepting the agreement, failing which the customer acknowledges having been sufficiently informed. No specifications or statement of needs drawn up by the customer may under any circumstances be taken into account by 4D in the context of the agreement unless 4D expressly validates it before signing this document and it is included in the appendix to this agreement.

Now, therefore, the parties agree as follows:

Title I – definitions and purpose

1. Definitions

For the purposes hereof, capitalised terms and expressions shall have the meaning set out below, whether used in the singular or plural.

“Customer” Means the legal entity or natural person entering into the agreement with 4D and acting in the context of his/her/its professional activity.

“Agreement” Means either:

• The set of contractual documents comprising several parts and several documents, namely the “items ordered” part, the “purchase order” part, the “sepa mandate” part where applicable and filled in, these general terms and conditions of licence and associated services as well as the technical prerequisites.
• The online order, validated by an authorised person of the customer, comprising the items ordered, the quantities, the prices, the sepa mandate where applicable, these general terms and conditions of licence and associated services as well as the technical prerequisites.

The general terms and conditions of licence and associated services and the technical prerequisites may be consulted and downloaded from the 4D website (Https://4D.com) And may also be sent to the customer at the latter’s request, thus complying with article l441-6 of the french commercial code, which stipulates that service providers must communicate by any means consistent with standard practices within the profession.

“Effective date” Means the effective date of the agreement, when 4D collects payment made by the customer for any purchase of 4D products.

“Documentation” Means the information made available by 4D describing how to use the 4D products.

“Technical environment” Means the information system (in particular the software, hardware, communication networks, etc.) In the customer’s possession prior to the delivery and integration of the 4D products. The technical environment, allowing the software to operate under normal conditions of use, must comply with the technical prerequisites.

“4D software” Means the software developed by 4D and marketed by 4D.

“Technical prerequisites” Means the latest version of the list of characteristics of the customer’s information system or the customer’s it hardware and devices recommended by 4D and suitable for use of the 4D products, to be implemented and complied with by the customer so that the 4D products operate under normal conditions of use. The technical prerequisites are subject to change and the latest updated version is available at any time on the 4D website (https://fr.4D.com) or any other website address provided by 4D. The customer is responsible for upgrading its hardware and it systems in accordance with changes to the technical prerequisites.

“4D products” Means both the 4D software and the author software package(s) referred to in the 4D store or in the online order as well as their documentation.

“Author software package(s)” Means the standard software package(s) referred to in the 4D store or in the online order, designed and developed by authors other than 4D and for which 4D has a distribution right allowing it to grant the customer rights of use.

“4D store” Means the online store accessible via the 4D website (https://fr.4D.com) for the purchase of 4D products.

“Data protection regulations” Means all current and future laws and regulations in force in france regarding the protection of personal data, in particular the version of law no. 78-17 of 6 january 1978 (the french data protection act) in force on the signing of the agreement and/or as subsequently revised, as well as regulation (eu) 2016/679 of the european parliament and of the council of 27 april 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (gdpr).

“4D”: Means 4D sas and its subsidiaries on or after the effective date of the agreement and benefiting from the agreement pursuant to a stipulation for others.

“Service(s)” Means:

• Any software follow-up service(s);
• Any training in 4D products organised by the relevant 4D teams and offered to the customer during the performance of this agreement;
• Any event organised by 4D in connection with 4D products, such as the 4D summit;

The service(s) may only be provided by 4Dv insofar as the customer has the necessary technical setup to enable remote assistance.

“Software follow-up” Means a service giving access to corrective and upgradeable versions of the 4D software provided by 4D during the performance of the agreement, as specified in the “items ordered” part or in the online order. The upgradeable version of the 4D software is provided as part of a fixed annual subscription subscribed to by the customer. The corrective version is available free of charge on the 4D website at https://fr.4D.com for any purchase of a 4D software licence, and for the version purchased only. “territory” means the scope of application of this agreement, namely the world.

“User” Means any natural person authorised by the customer and/or any logical or physical system duly authorised to use or access 4D products pursuant to the agreement, under the customer's responsibility.

2. Acceptance of the agreement – purpose

2.1 acceptance of the agreement

The customer is deemed to have read the agreement as defined in the clause entitled “definitions” and to have duly accepted it without reservation. The agreement is unreservedly accepted by the customer upon signature of the purchase order and/or the direct debit authorisation in paper form or upon conclusion of the online order referring to these general terms and conditions of licence and associated services, constituting acceptance of the entire agreement.

Any amendment to these general terms and conditions of licence and associated services shall be subject to special terms and conditions duly accepted and signed by both parties. Failing this, any modification or alteration made to the pre-printed part of the agreement (purchase order, items ordered) shall be deemed null and void.

For the purpose of accepting the agreement remotely, the customer acknowledges and accepts that faxes signed by one of its representatives or agents and received by 4D constitute written proof and may be validly enforced against him/her/it by 4D. Acceptance of the agreement by electronic means shall have the same probative value as the agreement on paper. Records stored in computer systems shall be kept under reasonable security conditions and shall be considered as evidence of communications between the parties. Contractual documents must be archived on a reliable and durable medium that may be produced as proof.

2.2 purpose

The purpose of this agreement is to set out the terms and conditions under which 4D grants the customer the right to use the 4D products and undertakes to provide the customer with the services referred to in the agreement. Technical support services for the 4D products, excluding corrective and upgrade maintenance, will be the subject of a so-called “4D partner program” agreement separate from this agreement.

3. Entry into force

The agreement shall enter into force on the day on which 4D collects payment by the customer of the price stipulated in clause 12.1 of this agreement. The licence to use the 4D products is granted in accordance with the terms described in clause 4 below, entitled “licensed rights”.

Title II - provisions relating to the license

4. Rights granted

4.1 ownership of 4D products

4D is the holder of all intellectual property rights relating to the 4D products, their respective documentation and the updates provided in execution of the service. 4D represents that it has the right to distribute and/or sub-license the author software packages that are, where applicable, provided to the customer in connection with this agreement, and which remain the property of their author. No ownership rights are transferred to the customer pursuant to the agreement, either in respect of 4D software or author software packages. Any 4D product supplied hereunder remains the property of 4D or its author.

4.2 right to use 4D products - term

For the purposes hereof, 4D grants to the customer, subject to full payment of the price defined in clause 12.1 hereof and as set out in the sections entitled “items ordered” and “purchase order” or in the online order, a personal, non-exclusive, non-assignable and non-transferable right to use the 4D products referred to in the “items ordered” part or in the online order. This right of use is granted under the conditions and limits defined in the “items ordered” and “purchase order” sections or in the online order.

The right to use the 4D products is granted to the customer as from the date on which the 4D products are made available and for the legal duration of copyright protection pursuant to the laws governing intellectual property.

4.3 named licences

Unless stipulated otherwise, the right to use the 4D products is granted to the customer for a number of named users and/or for any other work units expressed in the form of quantities, thresholds or ceilings, as determined in the “items ordered” part or in the online order and, where applicable, in the service booklet.

Named user, according to 4D products and the terms of use, means:

• Individual users designated by the customer who have a personal username and password and who can use the 4D products for professional use;
• And/or logical or physical systems accessing and processing data with the 4D software package.

Any change in the number of named users and/or work units is subject to 4D’s express approval and, where applicable, to payment of an extra fee in addition to the rate in force.

The customer acknowledges and accepts that the scope of the rights of use granted for each of the 4D products covered by the agreement constitutes a unique and non-divisible concession.

4.4 restrictions on rights of use

In accordance with article l122-6-1 i of the french intellectual property code, and independently of the provisions relating to the service, 4D reserves the right to correct any errors in 4D products. The author concerned reserves the right to correct any anomalies in the author software packages.

As part of the assignment of rights granted to the customer by 4D, the customer undertakes not to infringe, in any way whatsoever, directly or indirectly, the property rights of 4D or the author of the author software packages. Consequently, the customer shall refrain in particular from:

• Using 4D products in a manner that does not comply with their intended purpose and the conditions set out in the agreement, in particular in a non-professional context;
• Deleting any information concerning copyright, trademarks or any intellectual property right that may appear on the 4D products;
• Disabling, circumventing or in any way infringing any technical protection measures that may be included in the 4D products and attempting same;
• Any reproduction or representation of 4D products in any form whatsoever, in particular by modification or inclusion in another software or software package and/or modification of their documentation;
• Any reproduction other than a backup copy where necessary to protect the use of the software or in accordance with article l122-6-1 ii of the french intellectual property code and subject to informing 4D thereof, it being specified that any backup copy remains the exclusive property of 4D or, for 4D products, of the authors thereof;
• Any translation, adaptation, arrangement or modification of 4D products;
• Any reproduction of the code or decompilation of 4D products; - disclosing the content thereof; - transferring his/her/its right of use for any reason whatsoever.

The customer guarantees that its personnel and users will comply with these provisions.

The customer is informed that use contrary to the intellectual property rights of 4D and/or the authors of the author software packages, as granted pursuant to this clause, may result in 4D immediately terminating his/her/its right to use the 4D products in accordance with the laws in force and bringing action for civil liability against it, in addition to the criminal liability that it may also have incurred for infringement. In any event, the customer will remain liable towards 4D for any breach of the foregoing undertakings, whether as a result of its actions or as a result of its service providers or any other person acting on its behalf.

5. Availability - installation

5.1. The 4D products are made available to the customer in the form of object codes, in the online order via a download link. The customer is solely responsible for installing and implementing the 4D products.

5.2. The customer undertakes to accept the ordered 4D products as soon as they are made available, insofar as they comply with what was ordered under this agreement. If the customer does not inform 4D in writing of any non-compliance of the 4D products with the agreement, giving reasons therefor, within five (5) days of their being made available, the customer is deemed to have irrevocably accepted the 4D product(s) without reservation. Where a refusal of availability is not expressed in the required forms and deadlines and/or is unjustified, 4D shall be entitled to claim the total amount of the order from the customer.

6. Use of 4D products

The customer is solely responsible for the use it makes of the 4D products made available to it by 4D under the agreement and for controlling and managing their use by users as well as the use of any results that may be obtained from them.

The customer is responsible for:

• The prior or future choice and acquisition from third parties of hardware, software packages and software destined for use with the 4D products. 4D will not be liable for any incompatibilities with the elements ordered under the agreement or any malfunctions or disruptions thereto;
• Project management of its it systems in the event of multiple suppliers chosen by it;
• Compliance with the technical prerequisites (present and future) in order to avoid damaging consequences such as slowdowns, blockages and alterations to the customer’s data. 4D waives liability for any loss suffered by the customer as a result of use of 4D products with software and/or it equipment incompatible or not compliant with the technical prerequisites;
• All consequences for 4D products covered by the agreement resulting from modifications decided and/or made by the customer, its installation or its environment;
• The production of any additional settings and their use, as well as any subsequent malfunction of the 4D products resulting therefrom, except where such settings were produced by 4D as part of the service.

The customer is informed that 4D is not responsible for the quality, availability and reliability of the telecommunications networks, whatever their nature, in the event of data transport or internet access, even where the internet service provider is recommended by 4D. 4D also waives liability for any loss suffered by the customer as a result of:

• Use of the 4D products by the customer in a manner that does not comply with the provisions of their documentation, the agreement and/or any instructions that 4D may have communicated to the customer,
• Use of the 4D products with software and/or it equipment incompatible or non-compliant with the technical prerequisites,
• Work carried out on 4D products by any third party not authorised to do so in advance by 4D.

The customer will remain responsible for the safekeeping of all hardware, 4D products, customer data, files, programs and databases during any work carried out by 4D.

7. Technical measures for monitoring and verifying use of the 4D products

The customer is informed that 4D reserves the right to use one or more of the following devices to ensure that the customer’s use of 4D products complies with this agreement: (i) a monitoring mechanism and/or (ii) a licensing mechanism. The customer is not authorised to neutralise the implemented mechanism(s).

In the event of the implementation of a licence activation mechanism, the customer is responsible for installing and updating the licence activation system, as the relevant 4D products cannot operate without a valid and up-to-date activation mechanism.

8. Audit

4D may carry out an on-site or remote audit once a year in order to verify the proper use of the licences and whether the customer is complying with the terms of this agreement. In order to determine the appropriateness of such an audit, the customer notably authorises 4D to collect any relevant information via the use of tracking tools or a safety mechanism inserted in 4D products.

4D will notify the customer in writing of its intention to have an audit carried out subject to a minimum notice period of fifteen (15) days. 4D will include in this notice:

• The identity of the audit body selected, in the case of an auditor external to 4D;
• The 4D products concerned by this audit.

The customer undertakes to actively cooperate in this audit, in particular by giving 4D access to any relevant information and by providing the means necessary to carry out the audit, in particular, where applicable, by activating the monitoring mechanism mentioned in the “technical measures for monitoring and verifying use of the 4D products” clause. It is expressly agreed that the customer shall bear any costs incurred in collaborating with this audit .

The results of the audit will be set out in an audit report prepared by 4D, which must be sent to the customer so that he/she/it can read them and make his/her/its observations within seven (7) days. This audit report will record the necessary regulation if necessary.

In the event of a dispute, the parties undertake to try to find an amicable solution before taking any legal action.

In the event that the audit reveals use in excess of the granted rights, the additional fees associated, where applicable, with an adjusted invoice covering all periods since the breach occurred will be invoiced to the customer, as well as the audit costs incurred by 4D. Furthermore, if the customer uses a function or option for which it has not acquired rights, 4D will invoice the additional fees at their rate in effect at the time.

The customer undertakes to pay within thirty (30) days of the invoice issue date. In the absence of payment within the aforementioned deadlines, 4D may automatically terminate this agreement and thereby revoke the licences granted, and take any legal action it sees fit.

The customer's information collected over the course of the audit operations will be considered confidential information within the meaning of the “confidentiality” clause below, and may only be used for the purposes of the audit and any necessary adjustments and/or in the event of legal proceedings.

Ning of the “confidentiality” clause below, and may only be used for the purposes of the audit and any necessary adjustments and/or in the event of legal proceedings.

9. Combating fraud

The customer warrants that it uses 4D products supplied by 4D in compliance with applicable laws and regulations, in particular as regards tax. In particular, in the event that 4D is held jointly and severally liable by the tax authorities for the payment of tax adjustments due to the irregular use by the customer of the 4D products made available to it, the customer undertakes to fully compensate 4D, i.e. Up to the amounts claimed by the authorities.

Title III –provisions applicable to software follow-up

10. Software follow-up - term

As part of the services, all software follow-up services are entered into for an initial period of one (1) year from the date of subscription by the customer to said services and tacitly renewed for successive periods of one (1) year.

Termination of the licence to use the 4D software for any reason whatsoever shall result in the immediate termination of the related software follow-up.

In the event of termination of the software follow-up service for any reason whatsoever and unless stipulated otherwise in the agreement, the customer acknowledges that the amounts paid by it for the software follow-up service are not reimbursable, and that such termination does not release it from paying the amounts due to 4D under the agreement on that date.

The customer may only terminate software follow-up by sending 4D a registered letter with acknowledgement of receipt at least thirty (30) days before the end of the current annual software follow-up period. Such termination shall not release the customer from its contractual liability for events occurring prior to such date.

In addition, in the event of non-performance or poor performance of any of the provisions relating to software follow-up and thirty (30) days after notification by one party to the other by registered letter with acknowledgement of receipt remaining without effect in whole or in part, software follow-up may be terminated by registered letter with acknowledgement of receipt, without prejudice to any damages that may be claimed from the defaulting party.

In the event of termination of software follow-up, for any reason whatsoever, 4D shall be released from all its contractual obligations towards the customer with regard to software follow-up.

11. Modifications

The customer is informed that legislative changes may render the functionalities of 4D products inappropriate at any time. Insofar as the customer has taken out a subscription relating to one or more services and under the conditions provided for in the agreement, 4D shall provide an update of the 4D software so that it complies with the new legal provisions, provided that such adaptations or developments do not require the rewriting of a substantial part of the existing 4D products.

The customer is also informed that changes in technology, legislation and customer demand may lead 4D or the author of 4D author products to produce updates to 4D products or author 4D products which may lead to changes in the technical prerequisites. This may result in all or part of the customer's hardware in its initial configuration no longer being compatible with an update of the 4D products, for which 4D may not be held liable.

Title IV – financial provisions

12. Prices and invoicing and payment procedures

12.1. Price(s)

The customer must follow the invoicing procedures stipulated in clause 12.2 and in accordance with the payment terms stipulated in clause 12.3.

Prices are indicated the “ordered items” and “purchase order” parts or in the online order. All prices are stated exclusive of vat and other taxes, duties, levies or charges payable by the customer pursuant to the regulations in force on the issue date of the 4D invoice, and which will be borne solely by the customer.

12.2. Invoicing procedures for 4D products

4D products will be invoiced as of their being made available in the form of a final purchase or subscription:

12.2.1. Subscription

The subscription is annual, for a minimum of 2 users accessing the 4D application. It is possible to increase the number of users at any time, with pro rata billing. A reduction in the number of users is possible on the anniversary date of the agreement, with an adjustment of invoicing the following year.

Renewal of the subscription is by tacit consent unless terminated in accordance with clause 18 of these terms and conditions.

12.2.2. Price revision

4D may change the prices of the agreement once per calendar year during the term of the agreement.

In the event of a price revision relating to the services and/or the licence granted by subscription to the 4D products, and in the event of a refusal by the customer of the increase in the amounts invoiced, the customer may terminate the service(s) concerned by the price revision by registered letter with acknowledgement of receipt sent within thirty (30) days from the issue date of the invoice containing the new amounts invoiced.

12.3 – terms of payment

The 4D product(s) purchased will be made available following payment of the items ordered by the customer; unless specified otherwise.

The items ordered must be paid for up front, with no discount applicable, by any payment methods except by bill of exchange.

12.4. Payment default

In the event of a breach by the customer of its obligation to pay the price agreed between the parties, and without prejudice to any other action that 4D may take against the customer to obtain compensation for the loss suffered as a result of this breach, 4D reserves the right, fifteen (15) days after the sending of a formal notice to pay, remaining without effect in full or in part, to suspend the customer's right to use the 4D products as well as any service in progress until payment has been made in full of the sums owed. The customer agrees in advance that 4D may, in any circumstances and where necessary remotely, implement tools integrated into the 4D products enabling it to carry out this suspension; and/or terminate the agreement in effect as of right, pursuant to the “termination” clause, without the need to give formal notice thereof.

Furthermore, 4D may invoice late-payment interest equal to three times the legal interest rate without the need for a reminder or prior notice. This interest will be calculated per day of delay from the first day of delay until the date of full payment by the customer of all sums owed to 4D.

Pursuant to article l441-6 of the french commercial code, the customer will also be automatically liable to pay a fixed fee of forty (40) euros (€) in respect of recovery costs incurred by 4D. If applicable, where such costs exceed the amount of this fee, 4D may claim additional compensation from the customer, upon presentation of supporting documents specifying the action taken. This compensation will not be applied in cases where the customer can prove it is under receivership or judicial liquidation proceedings. Failure by the customer to pay an invoice due will, furthermore, entitle 4D to demand payment of all other invoices, including those whose due date has not yet passed.

All non-payment costs following a bank rejection of a payment by the customer shall be borne by the customer.

12.5. General conditions

4D reserves the right to decide how partial payments made by the customer will be deducted from sums owed to 4D.

The customer shall refrain from offsetting any sums that may be owed to it by 4D under the agreement, or any other agreement that may exist between the parties, without the 4D’s prior written consent.

Title V – general provisions

13: protection of personal data

4D undertakes, within the framework of this licence agreement for use and evaluation, to comply with the regulations in force applicable to the processing of personal data and, in particular, french law no. 78-17 of 6 january 1978 on data processing, files and freedoms (the french data protection act), as amended by regulation (eu) no. 2016/679 of the parliament and of the council of 27 april 2016 applicable as of 25 may 2018, and any regulations supplementing, amending or replacing them (the “data protection regulations”).

The licensee hereby authorises 4D to collect and retain all personal data necessarily collected for the purposes of this licence agreement for use and evaluation (the “personal data”), including in particular:

• The licensee’s surname and first name;
• The licensee’s postal address;
• The licensee’s e-mail address;
• The licensee’s bank data
• The licensee’s telephone number(s)

The personal data collected by 4D will be subject to automated processing for the purposes of commercial prospecting and customer management, providing information about the 4D product and reporting errors (the “types of processing”),

The personal data collected are retained by 4D under conditions ensuring their safety and integrity, for the duration of the licence for use (excluding purchase and evaluation version) and for a period of 24 months thereafter for monitoring and customer management purposes.

The personal data collected are retained by 4D under conditions ensuring their safety and integrity, from the effective date of the agreement and for a period of 24 months thereafter for the purposes of monitoring and customer management.

4D undertakes to register the processing internally in a data processing register that it will make available to the licensee.

In accordance with the data protection regulations in force, licensees have the following rights with regard to the personal data: right of access, right of rectification, right to erasure (right to be forgotten), right of objection, right to restriction of processing, right to portability. Licensees may also define directives relating to the conservation, deletion and communication of their personal data after their death.

To exercise their rights, licensees must send a registered letter with acknowledgement of receipt to legal department - 4D sas - bâtiment 4, parc les érables, 66 route de sartrouville, 78230 le pecq, france, or by email to the following address: dpo@4D.com and must attach a copy of their id.

Subject to a breach of the above provisions, licensees are entitled to lodge a complaint with the cnil (french data protection agency).

The licensee is responsible for complying with the data protection regulations for the operations he/she/it carries out and shall refrain from having any personal data hosted whose collection, processing, exploitation, duration or storage conditions for the purposes of the software are illegal, unfair or in any way infringe the rights of third parties to this licence agreement for use and evaluation.

14. Collaboration

The proper performance of the agreement and the proper performance of the service require active and permanent collaboration in good faith between the parties. Accordingly, each party undertakes to:

• Be actively involved in the performance of its obligations;
• Refrain from any conduct likely to affect and/or hinder the performance of the obligations of the other party;
• Provide each other in a timely manner, consistent with the deadlines agreed between the parties, with all information and documents necessary for the performance of the agreement;
• Alert each other as swiftly as possible in the event of problems and work together to implement the best possible solution as quickly as possible.

The parties must meet as often as necessary to ensure the proper performance of the agreement and, in particular, to verify the proper performance of the service.

The customer shall be responsible in particular for providing 4D with all information concerning him/her/it necessary to perform the planned services and to inform 4D of any difficulties of which he/she/it may become aware or that his/her/its knowledge of his/her/its area of activity enables him/her/it to anticipate, as the services are performed.

Furthermore, the customer undertakes to maintain sufficiently competent, qualified and trained users in place throughout the term of this agreement.

15. Security

It is the customer’s responsibility to take all necessary precautions to guarantee the security, confidentiality and integrity of all data, including data protection, that it may process directly or indirectly in connection with the use of 4D products and, in particular, to ensure that all measures necessary for the backup and reconstitution of its data have been taken in time. In this respect, the customer is solely responsible for backing up the data it processes or stores and acknowledges that it is responsible for:

• Making regular backups of its data in the course of his/her/its daily use of the 4D products and during the performance of the services,
• Checking the content of the backups made at least once a week.

Similarly, the customer must take all necessary measures to protect its information system, in particular as regards protection against viruses, worms and other hostile intrusion processes.

16. Liability – insurance

With regard to the performance of all of its obligations and given the state of the art in its profession, 4D, which undertakes to take all possible care in the performance of its obligations, is subject to an obligation of means.

4D may only be held liable for compensation for direct and foreseeable damage resulting from a breach of its contractual obligations, which does not include losses whose occurrence is not exclusively linked to the poor performance or non-performance of this agreement. By express agreement between the parties, the following constitutes indirect damage for which 4D may not be held liable: operating loss, loss of profit or any other financial loss resulting from the use or impossibility of using 4D products by the customer or a failure in the provision of the services, damage to the customer’s image, as well as any loss or deterioration of information for which 4D may not be held responsible. Any damage suffered by a third party constitutes indirect damage and may not give rise to compensation accordingly.

The parties acknowledge that the price of the agreement reflects the distribution of risks arising from the agreement, as well as the economic balance desired by the parties, and that the agreement would not have been entered into under these conditions without the limitations of liability defined herein. The parties expressly agree that the limitation of liability shall continue to apply even in the event of cancellation or termination of the agreement.

17. 4D product warranties

17.1. 4D software warranties

17.1.1. Warranty of peaceful enjoyment

4D shall hold the customer harmless from and against any infringement action resulting from use of the 4D software for the period during which the customer benefits from the right to use the 4D software. In order to benefit from this guarantee, the customer must:

• Have informed 4D immediately in writing of any claim and/or infringement action relating to one or more 4D software applications;
• Have placed 4D in a position to defend its interests on a discretionary basis, in particular by providing all the elements, information and assistance necessary to conduct its defence,
• Refrain from negotiating with the third party in question or its representatives with a view to reaching an amicable agreement without the 4D’s prior approval.

In the event that the relevant 4D software(s) can no longer be used by the customer as a result of such action, 4D may, at its own expense and at its discretion:

• Obtain the right for the customer to continue using the 4D software, or
• Replace the 4D software with a software package (or, where applicable, documentation) that is not the subject of an infringement action, or
• Modify the 4D software so as to avoid any infringement.

4D undertakes to bear any damages the customer may be ordered to pay pursuant to a final court decision notified by the customer to 4D within the limits set in the “liability” clause.

The 4D hold harmless warranty is not applicable to the 4D software where:

• The 4D software has been used in a way that is not expressly authorised by the agreement,
• The 4D software has been modified by the customer,
• The customer continues to use the 4D software even though it has been notified by 4D of the existence of an allegation of infringement or the latter has provided it with an update that would have enabled it to avoid the alleged infringement.

17.1.2. Compliance warranty

4D guarantees compliance by each 4D software with its documentation for a period of six (6) months as from its availability to the customer.

4D does not guarantee that the 4D software is free from any defect or hazard but undertakes solely to remedy, with all reasonable diligence, any anomalies observed in the 4D software in relation to their documentation. 4D provides no warranty as to the absence of anomalies in 4D software. Neither does 4D guarantee that the latter can operate without interruption.

The 4D software compliance warranty is expressly limited to compliance with its documentation and may not be extended to guarantee compliance with the specific needs or a specific business of a customer or user. 4D does not guarantee the ability of 4D software to achieve objectives that the customer has set itself or to perform specific tasks that motivated it in its decision to use the technology. It is therefore the responsibility of the customer or any third party instructed by the customer to ensure that the 4D software is suitable for its specific needs or business in the territory where the 4D software is used.

To the extent permitted by law, any warranty other than those expressed in this clause is expressly excluded.

17.2. Warranties concerning the author software packages

As an exception to the foregoing with regard to 4D software, the author software packages provided hereunder are not guaranteed by 4D.

17.3. Warranties provided by the customer

The customer shall hold 4D harmless from and against any action by a third party resulting from the use by 4D of any software package or software made available to it by the customer under the agreement. In this respect, the customer shall bear the cost of any damages which 4D may be ordered to pay in this respect.

18. End of the agreement

Each party may terminate this agreement by notifying the other party by registered letter with acknowledgement of receipt, without the latter’s prior consent, in the event of a breach by the latter of any of the provisions of the agreement not remedied within thirty (30) days of such notice.

4D may also terminate the agreement by notifying the customer by registered letter with acknowledgement of receipt in the event that (i) the customer breaches any of the provisions of clause 4 of the agreement and/or in the event that (ii) the customer has not paid the fees invoiced in accordance with the terms of the agreement.

The customer may also terminate a licence for the 4D product(s) at any time and without any particular reason, provided it gives 4D prior notice by registered letter with acknowledgement of receipt. Such termination shall not release the customer from its contractual liability for events occurring prior to such date.

In the event of termination of the agreement, for any reason whatsoever, 4D shall be released from all its contractual obligations towards the customer. The customer must, for its part, return to 4D the product number of the 4D product(s), cease using the 4D product(s) and destroy or return the 4D product(s) and documentation to 4D, as well as any complete or partial copy that may have been made of the 4D product(s).

In the event of termination of the agreement for any reason and unless provided otherwise in the agreement, the customer acknowledges that the amounts paid by customer for the relevant licence are not refundable and that such termination does not release customer from paying on such date the amounts due to 4D under the agreement.

Similarly, termination of the agreement does not deprive 4D of any other right or action resulting from the agreement.

The customer must certify in writing, duly signed by its legal representative, that the provisions of this clause have been complied with within five (5) days of the termination or expiry of the agreement.

The subscription must be terminated expressly and in writing, 30 days before the anniversary date of the agreement. Otherwise, the subscription will be automatically renewed for one year.

Finally, it is understood that termination of the licence to use one or more 4D products for any reason whatsoever shall result in the immediate termination of the related software follow-up. Conversely, the termination of one or more services for any reason does not result in the termination of the licence to use the 4D products.

19. Force majeure

Neither party may be held liable for any breach of its contractual obligations if it has been prevented from performing its obligation by a force majeure event as defined in article 1218 of the french civil code. The parties expressly agree that the following events constitute force majeure events within the meaning of this clause: a governmental decision, including any withdrawal or suspension of authorisations of any kind, a total or partial strike internal or external to 4D, the judicial liquidation of one of its suppliers or subcontractors, a fire, a natural disaster, a state of war, a total or partial interruption or a shutdown of the telecommunications or electrical networks, and computer hacking.

In such cases, the party invoking force majeure shall notify the other party by registered letter with acknowledgement of receipt, as soon as possible, of the occurrence of such an event and the necessary extension of the deadlines for the performance of its obligations.

If the impediment is temporary, the performance of the obligation will be suspended until the party invoking force majeure is no longer prevented by the force majeure event. The party invoking force majeure must keep the other party informed and undertakes to do its utmost to limit the duration of the suspension. In the event that the suspension continues after a period of three (3) months, each party shall be entitled to terminate the agreement without compensation by notifying the other party of its decision by registered letter with acknowledgement of receipt.

If the impediment is permanent, the agreement will be automatically terminated and the parties will be released from their obligations under the conditions provided for in articles 1351 and 1351-1 of the french civil code.

20. Confidentiality

All information, data, deliverables and/or know-how, whether or not covered by intellectual property laws, in whatever form and whatever the nature thereof (commercial, industrial, technical, financial, etc.), transmitted by one party (the “owner”) to the other party (the “recipient”), or of which they become aware during the performance of the agreement, including the terms and conditions of this agreement, shall be considered as confidential (hereinafter the “confidential information”).

Information (i) which was in the recipient’s possession prior to its disclosure by the contractor without such possession resulting directly or indirectly from the unauthorised disclosure of such information by a third party, (ii) which is in the public domain on the date of acceptance of the agreement or which falls into the public domain after such date without the cause being attributable to the recipient’s failure to comply with its confidentiality obligations under the agreement, or (iii) which is arrived at independently by the recipient, is not considered to constitute confidential information.

The recipient undertakes to use the owner’s confidential information only in the performance of this agreement, to protect the owner’s confidential information and not to disclose it to third parties other than its employees, agents, affiliates and subcontractors who need to know it for the performance of this agreement without the prior written consent of the other party.

The parties undertake to take all necessary measures to ensure that their employees, agents, subsidiaries and subcontractors having access to confidential information are informed of the confidential nature of the confidential information communicated and comply with the obligations arising from this clause.

The recipient may disclose the contractor’s confidential information to a third party if such disclosure is strictly required by law or by a competent judicial or administrative authority, or is strictly necessary to defend the interests of either party in the context of legal action.

Any breach of the undertakings made in this clause by the recipient would constitute a serious breach of its obligations, incur its liability and entitle the owner to compensation for the harm thus suffered.

The parties undertake to comply with the obligations resulting from this clause throughout the term of the agreement and for five (5) years following the expiry or termination of the agreement.

In this respect, as soon as this agreement expires or is terminated, each party shall either return to the other party all documents containing confidential information, or assure the other party of the destruction of all confidential information in its possession. Under no circumstances may a copy of the documents containing confidential information be retained by a party unless the other party agrees otherwise in writing.

21. Subcontracting

The customer agrees that 4D may, freely and without prior formality, subcontract all or part of its obligations under the contract. In the event of subcontracting, 4D shall remain solely responsible for the proper fulfillment of its obligations under the agreement.

22. Transfer

The agreement, as well as the rights and obligations it provides, may be assigned by the customer, whether in whole or in part, for consideration or free of charge, subject to the 4D’s prior written agreement.

4D may freely and without the need for any formalities assign or transfer the agreement, as well as the rights and obligations it provides. As of the written notification of the assignment to the customer, 4D will be released from its obligations under the agreement and may not be held jointly and severally liable for the assignee's performance of the agreement.

23. Miscellaneous provisions

23.1. Independence of the parties

Each party is a legally and financially independent legal entity acting in its own name and under its sole responsibility. This agreement does not constitute an association or agent agreement granted by one party to the other. Each party shall therefore refrain from making any commitment in the name and on behalf of the other party, which it may under no circumstances substitute.

23.2. Entire agreement

The parties acknowledge that the agreement and all the terms and conditions incorporated by reference herein, constitutes the entire agreement between them relating to the subject matter of the agreement and supersedes all prior verbal and/or written commitments made between the parties relating to the same subject matter. The agreement thus prevails over any other document, including any general terms and conditions of purchase of the customer. Except as expressly provided herein, the terms and conditions and obligations of this document shall prevail over all others.

23.3. Amendments

These t&c are only proposals and 4D remains open to any negotiations with its customers, before signing the quote rendering the t&c enforceable.

4D reserves the right to modify its t&c at any time and to publish them on the 4D website (https://fr.4D.com). In the event of a change to the t&c, the applicable t&c are those in force on the signature date of the quotation, a copy of which dated the day in question may be provided on request.

23.4. Invalidity

If one or more non-substantive provisions of the agreement are held to be invalid or declared as such pursuant to a law, regulation or following a final decision by a competent court, the other provisions shall remain in full force and effect.

23.5. Non-waiver

The fact that one of the parties does not invoke a breach by the other party of any of the obligations referred to in the agreement may not be interpreted for the future as a waiver of the obligation in question.

23.6. Know-how

Each party remains the sole owner of the know-how that it possesses independently of this agreement or that it acquires during the performance of this agreement, and therefore remains free to use it. 4D will therefore be free to perform similar services or services on behalf of other customers. Neither party may claim any right over the other party’s know-how.

23.7. Commercial reference

The customer authorises 4D to freely cite its name and to use and/or reproduce its logo and/or brands as a commercial reference in commercial documents and press announcements in any form and on medium whatsoever, as well as on the documents used and/or produced by 4D in connection with the agreement.

24. Governing law and jurisdiction

All provisions contained in this agreement are governed by french law.

If the parties are unable to settle their dispute amicably within 15 (fifteen) days following receipt by one party of a dispute resolution request sent by the other, they agree to submit any dispute, controversy or claim relating to this agreement to the exclusive jurisdiction of the french courts.

General Terms And Conditions Of The 4D Partner Program – [V.2025.11] Publication date [10 Nov. 2025] - effective date [1 Jan. 2026]

4D, a simplified joint-stock company with its registered office located at 66 route de sartrouville, 78230 le pecq, france, registered with the versailles trade and companies register under number 318 918 851,

Offers the "4D partner program" directly or via its affiliate companies or official distributors, (hereinafter referred to as "pp") under the following terms and conditions (also referred to as "gtc"), which take precedence over any general terms of purchase that may apply to the partner (hereinafter referred to as the "partner").

1. Definitions

“Agreement”: The enrolment documents for the 4D partner program consist of the following documents (collectively referred to as the "agreement"), listed in descending order of precedence:

1. The enrolment form (including the pp descriptive brochure) and any special terms and conditions signed by the parties;
2. The pp gtc;
3. The pp gtc for technical support;
4. The end-user license agreement (EULA) for 4D products.

The partner acknowledges having reviewed all these documents prior to signing the enrolment form. By signing the enrolment form, the partnerfully accepts all the terms of the agreement.

The “4D application” Or “Application” Refers to the program developed using or in conjunction with 4D products.

The “Enrolment form” Is a document specifying: (i) the identity of the partner as the contracting entity for the 4D partner program; (ii) the applicable pricing terms for one (1) calendar year; and (iii) the description of the 4D partner program attached as an annex. Signing the enrolment form represents a binding order for the chosen 4D partner program.

The “End-user license agreement" (Hereinafter referred to as "EULA”) Is the agreement between 4D and the end user of 4D products, available electronically within the 4D product, as well as on the 4D website.

The “Effective date” Is the date on which the 4D partner program comes into effect. This date is specified in the enrolment form.

“4D products” Refers to the 4D software program(s) in machine-readable executable code format and copies thereof, as well as the associated documentation and any replacements, modifications, or any updates provided under the EULA.

“Authorised site” Is the address where the 4D product is installed, as specified on the enrolment form. If the partner is an individual, this must be their professional address, and if the partner is a legal entity, it must be the address of a site owned by the partner, excluding any third-party sites. The partner may modify the authorised site by providing written notice at least fifteen (15) calendar days before the effective date of the change in question.

Undefined capitalised terms shall have the meaning assigned to them in the 4D technical support general terms and conditions or, failing that, in the 4D EULA.

2. Purpose

The agreement is intended to establish the terms and conditions applicable between 4D and the partner under the 4D partner program.

3. Enrolment

Enrolment in the 4D partner program is confirmed by signing the enrollment form, which constitutes unconditional acceptance of these terms and conditions.

For “4D resellers”, If the annual order volume for all types of 4D products combined (including licenses, services, and training, among others) exceeds a certain threshold, enrolment in or renewal of the 4D partner program for subsequent years is subject to the execution of an individualised contract with 4D. This threshold is specified by 4D in the enrolment form. The type of individualised contract to be used shall be chosen at the sole discretion of 4D. Enrolment form. The type of individualised contract to be used shall be chosen at the sole discretion of 4D. “4D resellers” Are understood to include entities, partners, or clients of 4D who purchase a license for a 4D product in order to resell it to a third party.

4. Beneficiaries and users

The beneficiaries and/or users are the individuals named on the enrolment form. The partner may modify this information by providing written notice at least fifteen (15) calendar days before the effective date of the change in question.

5. 4D’s commitments

In exchange for the annual payment for the selected 4D partner program, 4D undertakes to deliver the services specified in the descriptive brochure of the 4D partner program.

6. Provision of the 4D product

The activation keys corresponding to the licenses for the 4D products included in the subscribed 4D partner program will be provided to the partner by any means and format chosen by 4D.

The partner acknowledges that downloading the 4D product is done under their sole responsibility and that 4D cannot be held liable for any damage caused to the partner’s technical environment, nor for any data loss resulting from the download of the 4D product.

7. Licenses

7.1 4D grants the partner a personal, non-exclusive, and non-transferable right to use certain 4D products, with the scope of the subsequently granted rights depending on the respective 4D partner program subscribed to by the partner.

Regardless of the specific 4D product for which a license is granted under the 4D partner program, the partner acknowledges that:

• The server machine (i.e., the computer used as a server) on which the 4D product is installed must be located and used exclusively at an authorised site;
• The 4D product is used solely for development purposes by the designated users named in the enrolment form and under the partner's exclusive responsibility;
• Depending on the subscribed 4D partner program, the test version of the 4D product may only be used for testing 4D applications in order to assess their quality, subject to the permitted number of users. All tests shall be conducted under the partner's exclusive responsibility;
• For each 4D product, the licenses granted under the 4D partner program are limited to the duration of the agreement and automatically expire at the end of the current annual period or upon the early termination of the pp, if applicable.

Unless specific commercial agreements have been concluded between 4D and the partner, the rights granted for 4D products are strictly limited to those provided under the 4D partner program.

7.2 In addition to the end-user license agreement (EULA), any 4D developer pro licenses included in the 4D partner program may be installed on an additional computer, provided all the following cumulative conditions are met:

• The additional computer (whether desktop or laptop, at home or the office) must be used by the beneficiary/user of the 4D partner program;
• The additional computer and the primary computer must use the same operating system (macos or microsoft windows);
• The two computers cannot use the 4D developer pro license simultaneously.

7.3 Provided that the subscription is continuous from one year to another, the partner gets access to all 4D releases available from the date of subscription to the partner program.

7.4 Depending on the subscribed 4D partner program, the partner may be authorised by 4D to use the "4D partner" logo exclusively for promoting 4D applications and related services, subject to strict compliance with 4D's branding guidelines. A communication kit will be provided to the partner.

8. Technical support

The partner is entitled to technical support, the terms of which are defined in the general terms and conditions for 4D technical support, which are provided together with these gtc when the enrolment application documents are submitted.

9. Right of audit

After providing the partner with at least twenty-four (24) hours' prior written notice, 4D may - at its own expense - conduct or arrange for an audit, either through document review or an on-site visit, in order to verify that the partner's use of 4D products complies with the EULA, as amended by article 7 of these gtc. The partner agrees to fully cooperate with 4D or any designated third party in order to ensure that the audit is carried out under optimal conditions. If the audit reveals that the 4D product is being used outside of the limits authorised by the EULA, as amended by article 7, 4D reserves the right to bill the partner for the corresponding license(s) at the applicable rate in effect, without prejudice to any other rights that 4D may have. This article shall remain in effect for two (2) years after the termination of the agreement, regardless of the reason.

10. Intellectual property

The agreement shall not be interpreted as transferring any intellectual property rights owned by 4D and/or its licensors in connection with the 4D products. As such, the provisions contained in the EULA regarding intellectual property shall continue to apply, and the partner agrees to uphold and maintain all copyright notices and other intellectual property rights and markings applied by 4D on the 4D product(s) or any other materials provided by 4D under the agreement.

11. Confidentiality

11.1 scope. The agreement, any of its amendments, and all documents and/or information of any kind (including commercial, technical, and financial information) shared in any form or medium during the execution of the agreement shall be considered confidential. In particular, during and in connection with the partner program, 4D may disclose or make available to the partner certain non-public information, materials, data, documents, or knowledge, in any form or medium, relating to 4D products, technology, business operations, customers, roadmap, strategies or finances (“ Confidential information ”). All such confidential information shall remain the exclusive property of 4D.

By exception, following are not considered confidential information:

• (I) information that is or becomes public through no fault of the partner;
• (Ii) information independently developed or achieved by the partner without the use of 4D’s confidential information, which the partner must be able to demonstrate;
• (Iii) information that must be disclosed according to any applicable legal obligations, court orders, or requests from law enforcement, provided that the partner promptly notifies 4D in writing and makes reasonable efforts to obtain formal assurances to restrict any future use or disclosure of such information.

11.2 use limitation. The partner shall use 4D’s confidential information solely for the purpose of performing its obligations under this agreement and for no other purpose, including any commercial, marketing, benchmarking, or competitive activity. The partner shall not copy, reproduce, modify, translate, decompile, disassemble, or otherwise reverse-engineer any 4D products, nor use 4D’s confidential information to develop, enhance, or promote any competing product or service.

11.3 access and protection. The partner shall restrict access to 4D’s confidential information to those of its employees, contractors, or affiliates who have a legitimate need to know for the permitted purpose and who are bound by written confidentiality obligations at least as protective as those set forth herein. The partner shall implement and maintain appropriate technical and organisational measures to preserve the confidentiality, integrity, and security of 4D’s confidential information and shall promptly notify 4D of any unauthorised access, loss, or disclosure.

11.4 destruction. Upon termination or expiry of this agreement, or upon written request by 4D, the partner shall immediately cease all use of 4D’s confidential information and shall securely destroy all copies in any form or medium. The partner shall, upon 4D’s request, provide written certification of such destruction.

11.5 duration. The obligations in this article 11 shall survive for five (5) years after termination or expiry of the agreement, or indefinitely with respect to trade secrets, proprietary technology, or source materials of 4D.

11.6 ownership and rights. Nothing in this agreement grants the partner any right, title, license, or interest in 4D’s confidential information or 4D products except as strictly necessary to perform this agreement.

11.7 remedies. The partner acknowledges that unauthorised use or disclosure of 4D’s confidential information may cause 4D irreparable harm for which monetary damages may be inadequate. 4D shall therefore be entitled to seek injunctive or equitable relief, without bond, in addition to any other remedies available at law or in equity.

For the united-states: this article shall be interpreted in accordance with applicable federal and state trade secret laws, including the defend trade secrets act of 2016 (18 u.s.c. § 1831 et seq.).

12. References and communication

The partner authorises 4D to reference the signing of the agreement for its internal and external communications and to also mention the partner’s name and logo as a commercial reference.

13 financial terms and conditions

13.1 pricing and payment terms

The price of an initial subscription to the 4D partner program corresponds to the respective calendar year, as specified in the enrolment form. It is due in full for the entire year, regardless of the partner's enrolment date.

The price of the pp for subsequent years shall be subject to the price schedule updated by 4D during the year, with new rates taking effect on the 1st of january of the following year. All contractual periods are fixed and the amounts due are irrevocable.

Depending on the subscribed 4D partner program, the partner may order additional options from 4D under the pricing terms and conditions established in the enrolment form.

Invoices related to the 4D partner program are issued each year in advance by 4D and are payable at 4D's registered office, net and without discounts, upon receipt. Applicable duties and taxes shall be borne by the partner and, where relevant, invoiced at the legal rate in effect at the time of billing.

Payments made to 4D by the partner are final and non-refundable. Unless expressly authorised by 4D in advance, the partner may not apply any deductions or withhold any amounts through offsets or other means.

13.2 payment incidents

Any failure to make payments when due shall result - following a formal notice which remains unresolved for five (5) business days from the date of its receipt or, if undeliverable, from the date of its first presentation - in the application of late payment interest. This interest will accrue automatically upon the contractual due date and will be calculated at three times (3x) the legal interest rate applied to the outstanding amount. Additionally, 4D reserves the right to suspend access to the 4D partner program without further notice or formalities. Such suspension shall not be considered a breach of 4D’s contractual obligations and is without prejudice to 4D’s right to terminate the agreement under article 14.2 of these terms and conditions or to claim damages where applicable.

14. Duration and termination

14.1 the agreement takes effect on the effective date specified in the enrolment form. Regardless of the effective date, the agreement shall be tacitly renewed for one calendar year on the 1st of january each year unless terminated early by either party. The desire to terminate the agreement must be communicated via registered mail with acknowledgment of receipt at least 30 days before the 31st of december of the current year.

Unused benefits from the 4D partner program will not carry over to subsequent periods upon renewal.

14.2 if one party fails to fulfil its contractual obligations and does not remedy the violation within thirty (30) days of receiving a registered letter detailing the issue, the other party may terminate the agreement by registered letter with acknowledgment of receipt, notwithstanding any damages it may be entitled to claim. 4D may terminate the agreement without notice, following a simple notification, in the event of unlawful use of the 4D product(s).

14.3 upon termination of the agreement for any reason:

• The partner must cease using the "4D partner" title and associated logo, if authorised under the subscribed 4D partner program;
• All rights granted for the 4D product(s) will immediately and automatically cease to be valid, along with all 4D services related to the 4D partner program, including technical support;
• The partner must return to 4D all materials, documentation, or other items provided by 4D under the agreement;
• The partner will be obligated to pay 4D any outstanding amounts owed by virtue of the agreement;
• Any obligations meant to continue beyond the termination of the agreement will remain in effect.

15. Liability

4D’s liability is limited to direct damages arising from the execution of the agreement, provided that the partner demonstrates a direct causal link between the alleged harm and a breach of 4D’s contractual obligations. Additionally, 4D will not be held liable for any fault, negligence, omission, or failure on the part of the partner. Under no circumstances will 4D be held liable for indirect damages, including but not limited to those related to the implementation of the 4D partner program, such as increased overhead and general expenses, loss of profits, financial or reputational damages, loss of data, files, or 4D products, business disruptions, or claims brought against the partner by third parties.

If 4D is found liable for any reason, the total amount of damages payable by 4D to the partner by virtue of the agreement shall not exceed the pre-tax amount paid by the partner on the enrolment form for the current annual period, regardless of the nature or legal basis of the claim or the procedure used to enforce it.

16. Personal data

4D takes all necessary precautions to protect the confidentiality of the partner’s personal data ("personal data") and is committed to complying with the applicable regulations on personal data processing, and in particular law no. 78-17 of dated 06 january 1978, on information technology, data files, and civil liberties, as amended, and regulation (eu) 2016/679 of the european parliament and council dated 27 april 2016 (applicable as of 25 may 2018), along with any subsequent regulations supplementing, amending, or replacing these laws and regulations (the “data protection regulations”). The partner authorises 4D to collect and retain any personal data necessary for the 4D partner program and/or technical support, including but not limited to the partner’s first and last name, address, email, banking details, and the names and contact information of beneficiaries and users.

The collected personal data shall be subject to automated processing for purposes such as commercial prospecting, client management, and resolving issues related to technical support ("processing"). After the enrolment form is signed, 4D undertakes to maintain an internal record of all processing activities, which will be made available to the partner.

The partner has the right to access, correct, delete (the right to be forgotten), object to, restrict the processing of, and transfer their personal data. The partner may also define instructions regarding the retention, deletion, and communication of their personal data after their death.

To exercise these rights, the partner may contact 4D’s data protection office by email at dpo@4D.com, or send a registered letter with acknowledgment of receipt to dpo 4D - bâtiment 4 - 66 route de sartrouville, 78230 le pecq, france, accompanied by a copy of their id. In accordance with decree no. 2007-451 dated 25 march 2007, 4D will respond to the partner’s request within two (2) months of receipt, provided the request is sufficiently precise and includes all the necessary information. Otherwise, 4D will ask the partner to complete the request. In case of non-compliance with the provisions set forth above, the partner has the right to file a complaint with the french data protection authority (“commission nationale de l'informatique et des libertés” - cnil). The partner is responsible for ensuring compliance with data protection regulations for the activities they carry out.

17. General considerations

The agreement constitutes a partnership between 4D and the partner, with each party retaining full independence. As such, neither party may legally bind or commit the other party, nor enter into contracts on their behalf. The agreement shall not be interpreted as creating a joint venture or an agency relationship between the parties.

The parties agree to comply with all applicable legal and regulatory requirements in effect.

The partner may not assign, allocate, or otherwise transfer - whether in whole or in part - the rights and obligations resulting from the agreement, whether for compensation or free of charge and in any form, including but not limited to mergers, demergers, partial asset contributions, or lease management, without the express prior authorisation of 4D. 4D reserves the right to assign, allocate, or transfer the rights and obligations resulting from the agreement to a third party without additional formalities. In this case, the assignee will replace 4D as soon as the transfer is completed, and the partner expressly acknowledges that the assignee will then become the co-contracting party.

Neither party shall be considered in breach of the agreement in the event of force majeure, namely for any event beyond their control or partially outside their influence, including but not limited to labor disputes resulting in general or sector-specific strikes, disruptions blocking transportation or supply chains, fires, floods, earthquakes, storms, pandemics, terrorist acts, uprisings, wars, or interruptions to telecommunications networks. In such cases, contractual obligations will be suspended, except for the partner’s payment obligations, which shall remain fully enforceable. Once the circumstances of force majeure have passed, the aforementioned obligations will resume for the remaining term of the agreement, extended by the duration of the interruption. If the force majeure lasts for more than forty-five (45) days, either party may terminate the agreement without either party being entitled to compensation for this reason.

Failure by either party to enforce any provision of the agreement shall not be understood as their waiver of that provision moving forward.

The agreement represents the entirety of the arrangements between the parties as of its effective date and supersedes any prior oral or written agreements related to the purpose for which it was signed.

4D reserves the right to amend this agreement at any time. In the event of any modifications, the version in effect when the agreement is renewed shall apply.

18. Jurisdiction and disputes

The agreement, and all related acts and consequences, shall be governed by french law.

Any disputes arising from the agreement and all related acts, including but not limited to its validity, interpretation, execution, non-execution, termination, or the conclusion of established commercial relationships to which this agreement is directly linked must first be subject to attempts at amicable resolution through mediation. This should be conducted via the mediation and arbitration center of paris (cmap), in accordance with its regulations, to which the parties hereby agree to adhere. If there are any issues with the implementation of this clause, the presiding judge of the court of versailles (france) may be petitioned to resolve the matter. . If the attempted mediation is unsuccessful, the dispute shall be referred to the courts of versailles, failing which the claim will be deemed inadmissible. This clause shall survive termination or expiration of this agreement.

General Terms And Conditions For Technical Support Under The 4D Partner Program – [V.2025.03] Publication date [27 Mar. 2025] - effective date [27 Mar. 2025]

4D, a simplified joint-stock company with its registered office located at 66 route de sartrouville, 78230 le pecq, france, registered with the versailles trade and companies register under number 318 918 851,

Offers technical support to its partners/beneficiaries/users either directly, or via its affiliate companies or official distributors, under the following terms and conditions (hereinafter referred to as "gtc for support"), which take precedence over any general terms and conditions of purchase of the partner (hereinafter referred to as the "partner").

1. Definitions

“Beneficiary and users”: The beneficiary and/or user(s) are the individuals named on the enrolment form of the 4D partner program and who are granted access to technical support under this framework.

“Environment”: The computer hardware and operating system(s) (the "platform(s)") that must be used in conjunction with 4D products, as specified in the documentation.

“Incident”: Any unique event that falls outside the standard operation of the 4D product and which causes, or may cause, an interruption or degradation in the quality of the 4D product's performance. All identified incidents are managed as part of the support services subscribed to under the partner program.

“Ticket”: Incidents to be resolved by the support team within twenty (20) minutes.

“Supported version”: The current version(s) (also referred to as "release(s)") listed on the "product lifecycle" page of the 4D website. “4D products”: The 4D software program(s) in machine-readable executable code format and copies thereof, as well as the associated documentation and any replacements, modifications, or any updates provided under the EULA.

Undefined capitalised terms shall have the meaning assigned to them in the general conditions of the 4D partner program or, failing that, in the 4D EULA.

2. Purpose

These conditions form an integral part of the beneficiary/user’s subscription agreement to the 4D partner program and are intended to define the terms and conditions for the provision of technical support by 4D within the framework of the aforementioned program.

3. Scope of the technical support

4D will assist the beneficiary/users in diagnosing incidents and will provide remote assistance related to use of the 4D product via a ticketing system (support.4D.com). Beneficiaries/users will be required to provide their 4D account email address for this purpose.

The technical support provided covers the diagnosis and handling of incidents and applies exclusively to the 4D product(s) within the limits of the number of incidents or hours allocated for their resolution, as defined in the 4D partner program brochure. An incident will only be handled if the following cumulative conditions are met: the incident must occur on a supported version at the time when it is reported, and it must comply with the required environment, as stipulated under the subscribed 4D partner program.

At the request of the beneficiary/user, intervention on an authorised site is subject to prior approval of the corresponding intervention quote provided by 4D.

Resolving an incident that requires more than 20 minutes will result in the deduction of one (1) ticket for every additional 20-minute increment.

For the "unlimited incidents" option under the 4D partner program, the maximum cumulative intervention time allocated to the support team for incident resolution is thirty (30) hours over a twelve (12)-month period, prorated based on the number of months covered by the 4D partner program contract. Beyond this limit, 4D will propose an additional hourly rate to the beneficiary/user for further support.

4. Obligations of the beneficiary/user

The beneficiary/user expressly agrees to:

• Maintain the confidentiality of all information that enables access to 4D technical support;
• Adhere to the normal conditions of use for the 4D product, in accordance with the 4D EULA, and to strictly follow the instructions provided by 4D;
• Cooperate with 4D by providing all information necessary to fully understand any incidents that arise and to grant unrestricted access to any documents or other materials deemed necessary by 4D;
• Settle invoices issued by 4D for any products or services within the established deadlines, with the understanding that failure to do so may result in 4D suspending access to technical support until the situation is rectified. Non-payment of invoices within the legally required timeframe constitutes grounds for the early termination of the agreement by 4D, notwithstanding any other claims or actions which the latter may pursue in this regard.

5. Confidentiality and personal data

The beneficiary/user explicitly acknowledges that the structure and organisation of the 4D product constitute 4D’s trade secrets and, as such, they agree not to disclose them. With the prior authorisation of the beneficiary/user, 4D may use examples of configurations or real-world case studies observed at the beneficiary/user’s site in its publications or demonstrations of examples.

As part of their relationship, each party may process the other party’s personal data as a data controller and must comply with the applicable laws in doing so. The provisions of the general terms and conditions of the 4D partner program concerning personal data processing shall also apply to any data processing carried out by 4D in providing technical support under these gtc.

6. Guarantee and liability

The beneficiary/user expressly acknowledges that 4D is only bound by an obligation of means in the context of technical support and that 4D does not provide any specific guarantees regarding the level of service.

4D will only be deemed liable for direct damages resulting from the technical support it offers, provided that the beneficiary/user demonstrates a direct causal link between the alleged damage and a proven breach of 4D’s contractual obligations.

Additionally, 4D will not be held liable for any fault, negligence, omission, or failure on the part of the beneficiary/user.

Under no circumstances will 4D be held liable for indirect damages, including but not limited to those arising from the execution of technical support services that result in increased overheads, loss of profit, financial losses, loss of reputation or business operations, loss of data, files or the 4D product, disruption of the beneficiary/user’s activities or claims brought by third parties against the beneficiary/user.

If 4D is found liable for any reason, the total amount of compensation that 4D may be required to pay to the beneficiary/user under the agreement shall not exceed, cumulatively and for all claims, the total amount paid by the beneficiary/user, excluding taxes, under the 4D partner program.

The beneficiary/user is solely responsible for backing up their data, and 4D will not be held liable for any loss or damage to information, programs, files, or databases resulting from interventions carried out as part of its technical support services.

7. Jurisdiction and disputes

The agreement, and all related acts and consequences, shall be governed by french law.

Any disputes arising in connection with the agreement, including these general terms and conditions, shall be subject to mediation under the rules of cmap (paris mediation and arbitration centre), following the same procedures as those set out in the dispute resolution clause of the general terms and conditions of the 4D partner program. If mediation is unsuccessful, disputes may only be brought before the courts of versailles, failing which the claim will be deemed inadmissible.

Terms Of Service – [V.2026.06] Publication date [18 Jun. 2026] – effective date [18 Jun. 2026]

For the purposes of these general terms and conditions of Service (the "GTCS" or Terms of Service):
"Service Provider" refers to 4D SAS RCS Versailles N°318919851, 66 route de Sartrouville, Parc des Erables, Bât.4, 78230 Le Pecq, France, or the entity of the Group identified as such in the Purchase Order, Quotation, statement of work (SOW) or Agreement, which enters into the Agreement in its name and on its behalf with the Client for the performance of the Services.
The Service Provider may, under its sole responsibility, subcontract all or part of the performance of the Services to any other entity within its corporate group, acting as a subcontractor, without such subcontracting resulting in any novation, assignment or change to the identity of the Service Provider under the Agreement.
"Client" refers to the legal entity or individual entrepreneur acting within the scope of their professional activity who subscribes to the Provider's Services.
The Client and the Provider are hereinafter collectively referred to as the "Parties" and individually as a "Party".

1. PREAMBLE

1.1 Scope of Application

These Terms of Service constitute the sole and exclusive contractual framework governing the business relationship between the Service Provider and the Client in connection with any service provided by the Service Provider.

1.2 Contractual Documents

The agreement entered into between the Parties (the "Agreement") shall consist of the following documents:

1. The specific terms and conditions (the "Specific Terms"), if any, setting out the specific modalities of the Services;
2. The quotation accepted by the Client (the "Quotation" or "Quote");
3. These Terms of Service.

1.3 Order of Precedence

In the event of any inconsistency or contradiction between the contractual documents, the following order of precedence shall apply:

1. The Specific Terms;
2. The accepted Quotation;
3. These Terms of Service.

Any factual information contained in any document issued by the Client (including, without limitation, product references, quantities or requested delivery timelines) shall be taken into account solely if expressly confirmed in writing by the Service Provider and to the exclusion of any legal or contractual terms or conditions.

1.4 Exclusion of the Client's General Terms and Conditions

(a) Principle of Exclusion
Any terms or conditions that are contrary to or additional to the Agreement and that appear in any documents issued by the Client, including, without limitation: (i) its general terms and conditions of purchase; (ii) its purchase orders; (iii) its acknowledgements of receipt; or (iv) any other document, are hereby expressly excluded and shall be deemed unwritten ("réputées non écrites" in French), even if the Service Provider has not expressly objected to their inclusion or transmission.
The Service Provider's silence shall in no circumstances be construed as acceptance of the Client's terms and conditions.

(b) Counteroffer
The issuance by the Client of any purchase order or any other document containing: (i) terms or conditions that differ from these GTCS or from the Quotation; (ii) additional clauses not provided for in the Quotation; or (iii) any modification to the scope, pricing or timelines, shall constitute a counter-offer within the meaning of Article 1118, paragraph 3 of the French Civil Code. Such counter-offer shall not be binding upon the Service Provider and shall not result in the formation of any contract, unless expressly accepted in writing and signed by a duly authorized legal representative of the Service Provider.

(c) Acceptance of the Agreement by the Client
The signature of the Quotation by the Client, or the issuance of a purchase order expressly referring to the Quotation, shall constitute: (i) the Client's full and unconditional acceptance of the Quotation and of these GTCS; (ii) the Client's express waiver of the right to rely on or invoke its own general terms and conditions of purchase or any other terms or conditions; and (iii) the Client's acknowledgment that it has read and understood these GTCS.
The Client undertakes not to issue any purchase order containing terms or conditions that are contrary to these GTCS.
Notwithstanding the foregoing, should the Client transmit any document containing contrary or additional terms or conditions, the Service Provider reserves the right, at its sole discretion, to: (i) refuse to perform the Services until such non-compliance has been remedied; (ii) suspend any ongoing Services, without incurring any liability; and/or (iii) terminate the Agreement at the Client's sole fault ("aux torts exclusifs du Client" in French).

1.5 Amendment of the Agreement

Any amendment or modification to the Agreement shall require the prior written agreement of both Parties and shall be valid only if signed by duly authorized legal representatives of the Service Provider and of the Client.

2. DEFINITIONS

"Order Form" or "Purchase Order" means: (i) either the Quotation signed by the Client, which shall constitute acceptance thereof and a binding contractual commitment; or (ii) a separate document issued by the Client expressly referring to and validating the relevant Quotation, which may not derogate therefrom without the Service Provider's prior express written consent.
Any Purchase Order issued by the Client shall be governed exclusively by these General Terms and Conditions of Service and the corresponding Quotation, to the exclusion of any other terms or conditions.

"Quotation" or "Quote" means the Service Provider's commercial and technical offer, setting out at least: (i) the nature and scope of the Services; (ii) the price and payment terms; (iii) the performance or delivery timelines; and (iv) any applicable specific conditions.
The Quotation constitutes an offer within the meaning of Article 1114 of the French Civil Code and shall bind the Service Provider for the period specified therein.

"Intellectual Property Rights": refers to copyrights and any other related or similar rights (including database and documentation rights), patents, utility models, trademarks, trade secrets, expertise, and all other forms of intellectual property rights, whether registered or unregistered.

"Affiliate" or "Subsidiaries": refers to entities, existing presently or established in the future, that are directly or indirectly controlled by 4D SAS (France), in accordance with Article L. 233-1 of the French Commercial Code.

"Man-Day": refers to a standard working day consisting of 7.8 hours.

"Deliverables": refers to any items created or provided by the Provider, as explicitly defined in the Order Form or in the specific terms of the Agreement. Deliverables may include, but are not limited to, reports, presentations, customisations, specific developments, configurations and all related documentation.

"Provision of Services" or "Services": mean all services described in the Quotation and accepted by the Client.

"Resources": refers to the employees of the Provider and/or any subcontractors or consultants working for or on behalf of the Provider. These resources are allocated in order to provide the Services, and their skills and qualifications are detailed in the Order Form.

"Specific Terms" mean the specific provisions agreed in writing between the Parties for a given Service, which supplement and/or derogate from these General Terms and Conditions of Service.

3. ORDER FORM

Unless otherwise stipulated, the Order Form must at least include the following information, as specified in the Quote:

• a) The Effective Date of the Agreement;
• b) A description of the Services to be rendered;
• c) A description of any Deliverables to be provided, if applicable;
• d) The acceptance criteria for the Deliverables, if applicable;
• e) The required Resources/number of days required;
• f) The minimum skills and qualifications of the Resources required to provide the Services;
• g) The timeline or schedule for providing the Services;
• h) The Prices, payment terms, and billing frequency;
• i) The location where the Services will be provided.

The signature of the Purchase Order constitutes a firm and irrevocable commitment of the Client for the entire duration specified therein, irrespective of the agreed billing frequency. The signature of the Quotation by the Client, or the issuance of a Purchase Order expressly referring to the Quotation, shall constitute the Client's express and unreserved acceptance of these General Terms and Conditions of Service. The Client acknowledges having read these General Terms and Conditions of Service and expressly waives the right to rely on or invoke its own general terms and conditions of purchase.

4. COLLABORATION BETWEEN THE PARTIES

The Provider, as an IT professional, is bound by a general obligation to inform, warn, and advise the Client. In this context, the Provider undertakes to: (a) Contribute to analysing the Client's needs; (b) Issue reasoned warnings and advice if they feel that the Client's needs are not fully accounted for and may require further clarification; (c) Provide guidance on any events, changes, incidents, or failures that they become aware of and which may impact the Services.

The Client acknowledges that IT services require active and ongoing collaboration between the Parties. As such, the Parties hereby recognise their mutual obligation to cooperate and commit to fulfilling this obligation. This obligation is both essential and decisive for the successful completion of the Services, which depend on a range of factors, some of which are exclusively within the Client's control, such as the company's structure, its material, technical and human organisation, its working methods, the qualifications of its staff, software associated with 4D's systems and any related licenses, all of which fall outside the Provider's control.

The Parties shall make sure that the necessary information is effectively shared in order to facilitate the provision of the Services.

In light of the above, and as part of its obligation to collaborate, the Client specifically undertakes: To clearly define its needs by spontaneously providing all the necessary information and documents to ensure full understanding, as well as any details related to its operational specificities or constraints; To adhere to all prerequisites required for the delivery and proper execution of the Services and/or which may affect them; and, in general, to communicate information required for the proper execution of the Services.

If any difficulties or issues arise during the execution of the Agreement, the Parties' duty to collaborate requires them to promptly notify the other Party, to address the challenges encountered in good faith and to work together to identify a suitable solution.

5. CONDITIONS FOR PROVIDING THE SERVICES

5.1 By express agreement between the Parties, the Provider, as an experienced professional in the field of IT and digital services, hereby acknowledges their best-efforts / duty of care obligation ("obligation de moyens" under French law) in terms of providing the Services.

5.2 Each Party shall appoint a representative who will be responsible for overseeing the execution of the Services. This representative will act as the primary point of contact with the other Party and will be granted sufficient authority to make any decisions relating to the execution of the Agreement.

5.3 A project schedule will be created when deemed useful by the Parties. The schedule is meant to specify the timeframes allocated to each Party for the completion of each defined phase. Unless otherwise agreed, the timeframes for the execution and delivery of the Services will be determined by mutual agreement prior to beginning each project and will be provided solely for informational purposes.

The Parties agree to make their best efforts to adhere to the established schedule.

It is understood that any delay in the execution of the Services caused by shortcomings on the part of the Client will automatically result in the agreed timeframes, as well as the Agreement itself, when appropriate, being extended. In this case, the Client shall also bear all the related costs and expenses. Examples include situations where:

• The Client fails to provide all the elements necessary for the Services to be provided within the agreed timeframes (such as inaccurate or incomplete information, or technical specifications that fail to conform to the defined circumstances);
• The Client is delayed in providing its approvals, beyond a reasonable period of time.

Moreover, with regard to Deliverables, unless the Order Form specifies an acceptance procedure, the Deliverables will be deemed accepted upon delivery.

5.4 Modification of the contractual framework:

a) Principle: Any request for modification of the Services and/or the conditions for their execution must be made in writing. This is intended, in particular, to ensure that the Provider is able to adequately analyse and evaluate the impact of the requested change(s).

b) Procedure: The proposed change(s) will then be addressed by an amended Quote prepared by the Provider, detailing the associated costs and the impact on the schedule and on the overall contract amount. The amended Quote will be submitted to the Client before they make a decision with the understanding that any expenses — including potential cancellation fees from third-party providers — which are irreversibly incurred by the Provider as of that date shall remain the Client's responsibility.
Additionally, and at any point during the execution of the Agreement, the Client may request for the Provider to carry out additional Services not included in the original Quote and/or Order Form. In this case, the additional Services will be subject to a new Quote for the Client to approve, as well as a revised schedule, when appropriate. This process must be completed before any additional Services will be offered.

c) Exclusion of Unilateral Termination
The provisions of this Article 5.4 apply solely to modifications relating to the modalities of performance or to the scope of the Services, within the framework of maintaining the Agreement in force until its contractual term.
Under no circumstances shall these provisions allow the Client: (i) to unilaterally terminate the Agreement, in whole or in part, prior to the agreed term; or (ii) to unilaterally reduce the volume or duration of the Services ordered.
Any early termination initiated by the Client shall be subject exclusively to the conditions set forth in Article 18 of these General Terms and Conditions of Service.

6. SUBCONTRACTING

The Client authorises the Provider to subcontract all or part of the Services covered by the Agreement to third parties. In such cases, the Provider will remain the sole point of contact for the Client regarding the execution of the Services and shall also remain fully liable for the proper execution thereof, with the understanding that any Subsidiaries and individuals employed by these Subsidiaries are not considered external subcontractors.

7. EQUIPMENT

To facilitate the execution of the Services, the Client agrees to provide the Provider's staff with all the equipment and access rights necessary to carry out the Services.

In particular, the Client shall grant the Provider the right to use any software required for the execution of the Services, as specified under the "Intellectual Property" clause.

Any equipment provided by the Client for the Provider's use shall remain the property of the Client or of third parties, if applicable.

8. PRICE AND BILLING

8.1 The price is specified in the Quote and expressed in Euros, excluding taxes. It will be subject to VAT and any other applicable taxes, whether imposed by French or foreign regulations.
The travel and accommodation expenses incurred by the Provider's employees or subcontractors will be billed separately on a cost-recovery basis. The Provider will make the supporting documents available upon a written request from the Client.
It is also understood, unless otherwise agreed between the Parties, that expenses incurred by the Provider in connection with and for the purposes of rendering the Services are not included in the aforementioned price and will be billed separately to the Client on a cost-recovery basis (subject to the submission of supporting documentation upon request). These expenses include costs related to purchasing the materials or services necessary for executing the Services, provided that such purchases have been mutually agreed upon by the Parties.

8.2 Invoices are payable within 30 days of the date when they are issued.

When the Services involve technical expenses or when customary practice requires a deposit or advance payment, this amount will also be billed to the Client and paid by the latter prior to incurring any initial expenses. The balance due will be billed according to the payment schedule specified in the corresponding Quote, or, failing that, upon delivery of the Deliverable unless otherwise mutually agreed by the Parties.

In accordance with Article L. 441-10 of the French Commercial Code, invoices which are not settled by their due date will automatically incur late payment interest without the need for a formal notice in this regard. The late payment interest will be calculated on the total amount (including VAT) of the unpaid sums, at a rate equal to the European Central Bank's most recent refinancing operation rate plus ten (10) percentage points. However, this rate cannot be lower than three (3) times the legal interest rate. Partial payments will be allocated as provided for under Article 1343-1 of the French Civil Code. Additionally, pursuant to Article D441-5 of the French Commercial Code, in the event of late payment, the Provider will charge a fixed recovery fee of forty (40) Euros, plus any additional expenses upon submitting the corresponding supporting documentation. This fee is automatically due without any further formalities. In the event of late payment, the Provider further reserves the right to suspend the Client's access to the Services, including updates, technical support and maintenance, until full payment of all amounts due.

9. INTELLECTUAL PROPERTY

Each Party is deemed the sole owner of all Intellectual Property Rights, industrial property rights and any other related rights that they own as of the Effective Date (hereinafter collectively referred to as "Pre-existing Works").

Except for the usage rights expressly granted under this Agreement, neither Party shall acquire any rights to the Pre-existing Works of the other Party.

Moreover, the Provider's proprietary rights over Deliverables specifically created under this Agreement on behalf of the Client shall be assigned exclusively to the Client for the entire duration of said proprietary rights, as defined by the French Intellectual Property Code and on a worldwide basis, subject to the full payment of all amounts owed by the Client to the Provider under the terms of the Agreement.
Under this assignment of rights, the Provider transfers to the Client all exploitation rights, including reproduction, representation and adaptation rights, so that the Deliverables may be used.

Furthermore, in providing the Services, the Provider may implement certain expertise, methodologies, processes, techniques, analyses, tools, software, or IT developments that it has designed and retains ownership of.

As a result, the assignment of rights outlined above does not cover elements developed by the Provider either before or during the execution of the Services which are not intended specifically for the Client. Such elements may be used by other clients.

10. ACQUIRED KNOWLEDGE AND EXPERTISE

The Provider reserves the right to use any insights and knowledge gained from the study and execution of the Services provided to the Client.

The Provider is authorised to carry out identical or similar work or Services as those provided under this Agreement, both for itself and for third parties. It may also develop — for itself or for third parties — identical or similar Services as those performed by its staff on behalf of the Client under this Agreement.

11. LEGAL COMPLIANCE

11.1 The Provider guarantees that the conditions for executing the Services comply with the applicable French laws and regulations in force at the time when the Services are performed.

The Client, in turn, is responsible for ensuring compliance with the laws and regulations specific to area of operations and business activities. Accordingly, the Client undertakes to provide the Provider with all the relevant and necessary information in this regard, so that it can be taken into account during the execution of the Services, while also agreeing to promptly inform the Provider of any changes required due to such laws and regulations.

11.2 USE OF ARTIFICIAL INTELLIGENCE TOOLS

In the performance of the Services, the Service Provider is authorized to use artificial intelligence tools, including enterprise-grade generative AI solutions (the "AI Tools"), for purposes such as analysis, development assistance, documentation, and improvement of deliverables. The Service Provider undertakes that:

1. Confidentiality and Security
The AI Tools used provide appropriate confidentiality and security safeguards, including ensuring that the Client's data is not used to train models, unless expressly agreed in advance by the Client. The Client's data is accessible only to authorized personnel on a strict need-to-know basis.

2. Personal Data Protection
Where processed data includes personal data, its use within AI Tools shall comply with applicable laws and regulations, including Regulation (EU) 2016/679 (GDPR). The Service Provider ensures that any AI Tool provider involved offers sufficient guarantees under Article 28 GDPR and, where applicable, is governed by a data processing agreement (DPA).

3. Use Limitations
The Service Provider undertakes to limit the use of AI Tools to strictly necessary data and, where possible, to prioritise the anonymisation or pseudonymisation of such data. Any information identified by the Client as highly sensitive or critical shall not be used with AI Tools without the Client's prior express written consent.

4. Responsibility and Human Oversight
The Service Provider remains fully responsible for all deliverables, including those produced with the assistance of AI Tools. Any output generated by AI Tools shall be subject to prior human review and validation.

5. Transparency
Upon request, the Service Provider shall provide general information regarding the types of AI Tools used and the associated security measures.

6. Sub-processing
The use of AI Tools may involve third-party technical providers and is deemed accepted by the Client, subject to compliance with this clause and with any applicable subcontracting and data protection provisions. The Parties acknowledge that the controlled use of AI Tools enhances efficiency and service quality, without affecting the core obligations relating to confidentiality, security, and regulatory compliance.

11.3 PERSONAL DATA PROTECTION

The Provider undertakes to comply with applicable regulations concerning the processing of personal data (PD), including, in particular, Regulation (EU) 2016/679 of the European Parliament and Council dated 27 April 2016 (the "GDPR"), as well as any laws or regulations implementing, supplementing, amending or replacing it (the "Data Protection Regulations").

The Client authorises 4D to collect and retain all personal data necessary for the purposes of this Agreement, including but not limited to: the first and last names of contact persons; postal addresses; email addresses; bank information; and telephone numbers.

The personal data collected by 4D will be subject to automated processing for the purposes of commercial prospecting, managing customer relationships, providing information about 4D products, error reporting and the execution of the tasks entrusted to the Provider in order to carry out the Services (collectively referred to as "Processing").
In accordance with the GDPR, such data may be transferred outside the European Economic Area solely when necessary in order to provide the Services. Such transfers may only be made to subcontractors authorised by the Provider, as indicated in the Order Form. The Provider shall ensure that appropriate safeguards are implemented, including, where applicable, the European Commission's Standard Contractual Clauses.

The personal data collected will be stored by 4D under conditions that ensure their security and integrity, for the duration of the Services and for a maximum period of 24 months following the expiration or termination of the Agreement, for the purposes of follow-up and customer relationship management.

4D undertakes to maintain an internal record of its processing activities, which shall be made available to the Client upon request.

In accordance with the applicable Data Protection Regulations, the Client has the following rights regarding its personal data: access, rectification, erasure (right to be forgotten), objection, restriction of processing and data portability. The Client may also provide instructions regarding the retention, deletion and disclosure of its personal data after death.

To exercise these rights, the Client may send a request by registered letter with acknowledgment of receipt to: DPO - 4D SAS, Building 4, Parc Les Érables, 66 Route de Sartrouville, 78230 Le Pecq, France, or by email to dpo@4d.com, together with proof of identity. The Client also has the right to lodge a complaint with the French Data Protection Authority (CNIL).

The Client remains responsible for ensuring its own compliance with applicable Data Protection Regulations for any processing activities it carries out.

12. CLIENT CONTENT

In cases where the Client provides content to the Provider to be incorporated into the Deliverables, the following provisions shall apply:

(i) The Client shall ensure that they have full and complete ownership of such content and holds all intellectual property rights or any necessary third-party authorisations in this regard; (ii) The Client shall grant the Provider a non-exclusive, non-transferable right to use the content, directly or indirectly, for the purposes of executing the Agreement; (iii) The Client shall be solely and fully responsible for the information they give to the Provider. The Client acknowledges that they are responsible for, and will indemnify the Provider against, any consequences arising from the communication of false or inaccurate content, the use of which would be unlawful and/or could expose the Provider to liability for any reason. The Client, in general, guarantees the accuracy and legality of all elements of the content they give to the Provider.

Consequently, the Client agrees to personally address any claims and/or legal proceedings initiated by third parties against the Provider when directly or indirectly related to the content incorporated into the Deliverables. Furthermore, the Client guarantees and indemnifies the Provider against any such claims, including legal costs and attorney fees.

13. GUARANTEES OF THE PROVIDER

13.1 SERVICE GUARANTEE

The Provider declares to be authorised to enter into this Agreement and that its execution does not violate the terms of any other contract, obligation, law, or regulation to which they are or may become subject.

The Provider guarantees that (a) the Services will be performed professionally, diligently, and with all necessary care and expertise; and that (b) the Deliverables will be substantially in compliance with the specifications outlined in the respective Order Form.

13.2 EXCLUSION OF OTHER GUARANTEES

The guarantees set forth above replace and exclude any other declarations or guarantees relating to the Services, Deliverables, or any other services provided under this Agreement, whether express or implied. This includes, but is not limited to, any implied guarantees of merchantability, fitness for a particular purpose, ownership or non-infringement.

13.3 INDEMNIFICATION REGARDING INTELLECTUAL PROPERTY

The Provider agrees to defend and indemnify the Client, at its own expense, against any claim by a third party alleging that a Service or Deliverable provided or used under this Agreement constitutes an infringement of copyright, provided that: (a) the Provider is notified in writing of such a claim within thirty (30) days of its occurrence; (b) the Provider retains full control over the defense and any settlement negotiations; (c) the Client does not impede the Provider's ability to prepare a defense; and (d) the Client fully cooperates with the Provider in their defense and/or settlement efforts.

If, in the view of the Provider, a Service or Deliverable becomes or is likely to become the subject of an infringement claim, the Provider may, at their discretion: (a) authorise the Client to continue using the Service or Deliverable; (b) replace or modify the Service or Deliverable so that it no longer infringes upon any rights; (c) terminate the Agreement and refund the Client the amounts already paid for the infringing Service or Deliverable.

The Provider shall not be held liable under the provisions of this section if: (a) the alleged infringement arises from the use of products not provided by the Provider; (b) the alleged infringement is caused by or linked to the combination of the Provider's Services or Deliverables with any other product; or (c) the Provider's Services or Deliverables have been modified by the Client or a third party without the Provider's consent.

THIS SECTION ESTABLISHES THE PROVIDER'S ENTIRE LIABILITY, AS WELL AS THE CLIENT'S SOLE REMEDY FOR CLAIMS ARISING FROM INTELLECTUAL PROPERTY INFRINGEMENT IN CONNECTION WITH THIS AGREEMENT.

14. LIABILITY

14.1 The Parties expressly agree that the only damages eligible for compensation between them are those that are certain, immediate, direct, and foreseeable, subject to proven fault and provided that such fault is the exclusive and direct cause of the aforementioned damage.
In particular, and regardless of the nature of their obligation being invoked, the Provider shall not be held liable (except in cases of fraud or gross negligence) if it is determined that the Client could have reasonably avoided the damages by adopting appropriate measures within their control.

Additionally, and in accordance with the provisions of Article 1231-4 of the French Civil Code, indirect damages (including, but not limited to, loss of business, productivity, profits, goodwill, reputation or data) will not be compensated.

14.2 In any event, the liability of each Party under the Agreement and the compensation owed in this respect, regardless of the extent and nature of the damages in question, shall not exceed — for all claims, causes, and damages combined — the amount of fees actually received by the Provider for the Service — excluding technical expenses and third-party purchases — in the twelve (12) months preceding the date of the event giving rise to the liability claim.

14.3 Any claim, complaint, or legal action by one Party against the other must be made no later than 6 months from the date of the first or sole event giving rise to the claim, complaint or action in question. The Parties acknowledge that the provisions of this article constitute an express waiver of any laws or regulations currently in effect that establish a longer statute of limitations.

14.4 The Parties undertake to make every effort, within their respective capacities, to limit the damages they may incur in connection with the execution of the Agreement.

15. DURATION OF THE AGREEMENT

The Agreement enters into effect on the date specified in the Quote and/or the Order Form, if indicated, or, failing that, on the date agreed with the Client for the Services to begin. The Agreement shall remain in effect for the period necessary to carry out the Services, as specified in the Quote and/or the Order Form, where applicable.

16. NON-SOLICITATION OF PERSONNEL

16.1 Each Party agrees, unless with prior written consent, to refrain from offering employment to or engaging the services of any employee of the other Party who has worked for them or on a matter concerning them, in any capacity whatsoever.

16.2 This stipulation shall apply for the entire duration of the Agreement and for twelve (12) months following its termination, regardless of the cause.

16.3 If either Party violates this commitment, they hereby agree to compensate the other Party by paying — as a penalty clause — an indemnity equal to the remuneration that the employee has received, or would have received, during the twelve months preceding the time when they were solicited.

17. CONFIDENTIALITY

17.1 The Parties mutually agree to maintain the strictest confidentiality regarding any Confidential Information exchanged in connection with the execution of the Services.

17.2 The Parties guarantee that their staff, collaborators, advisors and subcontractors who may require access to Confidential Information for the purposes of the Agreement shall also respect this confidentiality obligation. The Parties also agree to restrict the disclosure of Confidential Information exclusively to those individuals who need it in order to carry out their duties under the Agreement.

17.3 The confidentiality obligations set forth in this article shall survive and remain in effect for three (3) years following the termination of the Agreement, regardless of the cause.

18. EARLY TERMINATION OF THE AGREEMENT

18.1 Early Termination:

The Client may not unilaterally terminate the Agreement, in whole or in part, prior to its contractual term, except in cases of force majeure or duly established material breach by the Service Provider.

In the event of early termination initiated by the Client prior to the contractual term, the Client shall remain liable for the payment of all amounts due until the initially agreed term, in accordance with Article 1212 of the French Civil Code, subject to deduction of the costs effectively avoided by the Service Provider, provided that such avoided costs are duly substantiated.

18.2 Non-Performance and Termination for Breach:

In the event of a serious breach by either Party of their essential obligations established by the Agreement, the Party entitled to the unfulfilled or improperly performed obligation may take one of actions outlined below, following a formal notice sent by registered letter with acknowledgment of receipt to the defaulting Party and allowing a period of 15 days from receipt for the violation to be remedied:

• Either to refuse to perform or to suspend the obligation they undertook in exchange for the breached obligation. This refusal or suspension must be notified and explained in writing as soon as possible and does not release the Parties from continuing to fulfill their other obligations unrelated to the breach. As such, the Provider may, for instance, suspend the Services in the event of a payment delay exceeding 15 (fifteen) days;
• Or to accept the imperfect performance and request a price reduction. This request must be notified and explained in writing as soon as possible;
• Or to terminate the Agreement outright, without judicial intervention, by simply sending a registered letter with acknowledgment of receipt, pursuant to the procedures outlined in Article 1226 of the French Civil Code. The termination will take effect ninety (90) days from the date of the initial receipt of the termination notice. At their own discretion, each Party may also exercise this right of termination if the implementation of the aforementioned provisions proves unsuccessful.

It is understood that the above list is exhaustive and thus excludes recourse to any other remedies.

19. NON-TRANSFERABILITY

The Parties may not transfer all or part of their rights and obligations under the Agreement to any third party, except to a company within their respective Group, without the prior written consent of the other Party. It is understood that any changes to the legal form of either Party will have no impact on this Agreement.

20. PERSONNEL

During the execution of the Services, Resources shall remain under the Provider's sole authority and responsibility. If the Resources perform the Services on the Client's premises, they are required to comply with the Client's internal regulations and the applicable health and safety conditions.

21. COMMERCIAL COMMUNICATIONS

The Client hereby permits the Provider to reference its brand and use its logo in the Provider's commercial communications as a business reference for the Services performed, subject to compliance with the Client's graphic charter. The Provider may also prepare a case study based on the Services rendered to the Client. If that happens, the case study must first be approved by the Client before it can be published.

22. INSURANCE

The Provider has taken out an insurance policy covering their professional and contractual liability for damages that may arise in connection with the Agreement. They agree to maintain this insurance for the entire duration of the Agreement.

Upon the Client's request, the Provider must provide a certificate from their insurers.

23. FORCE MAJEURE

Neither Party shall be held liable to the other for the non-performance, defective performance or delayed performance of any obligation under the Agreement caused by the occurrence of an event of force majeure as defined in Article 1218 of the French Civil Code.

The Party invoking force majeure must immediately inform the other Party by letter and/or email with acknowledgment of receipt and must do their best effort to take all necessary measures to restore the situation as quickly as possible.

If the obstacle is permanent, the Agreement shall be terminated as of the date when the event occurred, and the Parties shall be released from their obligations.

If it is temporary in nature, the obligations of each Party under the Agreement shall be automatically suspended, with the duration of the Agreement being extended by the length of the suspension. However, if the resulting delay justifies termination, the Agreement may be terminated.

24. MISCELLANEOUS PROVISIONS

24.1 The Provider retains the right to work on projects of a similar nature and/or requiring similar expertise for third parties, subject to the confidentiality obligations established by this Agreement.

24.2 Failure by one Party to act upon a breach by the other Party with regard to any obligation under the Agreement shall not be interpreted as a waiver of the right to enforce that obligation in the future.

24.3 The Parties designate their respective registered offices as their legal addresses.

24.4 The Agreement shall be governed by and construed in accordance with the law applicable to the Service Provider, as identified below. 

Scope of References to French Law
Where the Service Provider is a company incorporated under the laws of France, any express references made in these General Terms and Conditions to French statutory or regulatory provisions, including in particular the French Civil Code or the French Commercial Code, shall apply fully and directly.
Where the Service Provider is a Group company incorporated under the laws of a foreign jurisdiction, such references shall be deemed to refer, not to the French statutory or regulatory provisions as such, but to the equivalent contractual principles reflected therein, as recognised under the law governing the Agreement, subject to the mandatory and public policy provisions of such law.
In all cases, the provisions of these General Terms and Conditions are intended to apply as independent and autonomous contractual obligations between the Parties, irrespective of any specific statutory reference, and subject to any mandatory provisions of the applicable law.

24.6 Jurisdiction:
Any dispute, controversy or claim arising out of or in connection with the validity, interpretation, performance or termination of the Agreement (a "Dispute") shall first be submitted to a mandatory mediation procedure as a condition precedent to any judicial proceedings, in accordance with the mediation rules and before the mediation institution applicable to the relevant Service Provider, as identified below.
The mediation shall be initiated by written notice from either Party and shall take place in good faith. Unless otherwise agreed in writing by the Parties, the mediation shall be deemed terminated upon the earliest of (i) a written settlement agreement signed by the Parties, or (ii) the issuance by the mediation institution or mediator of a notice of termination, or (iii) the expiry of sixty (60) days from the appointment of the mediator.
If the Dispute is not resolved through mediation within such period, it shall then be finally submitted to the exclusive jurisdiction of the competent courts identified below, notwithstanding multiple defendants or third-party proceedings.
This clause shall survive the expiration or termination of this Agreement.

France: Where the Service Provider is a company incorporated under the laws of France, the Dispute shall be submitted to mediation under the rules of the CMAP (Centre de Médiation et d'Arbitrage de Paris), prior to being submitted to the exclusive jurisdiction of the courts of Versailles, France, and the Agreement shall be governed by French law.

Germany: Where the Service Provider is a company incorporated under the laws of Germany, the Dispute shall be submitted to mediation in accordance with the DIS Mediation Rules of the Deutsche Institution für Schiedsgerichtsbarkeit (DIS), prior to being submitted to the exclusive jurisdiction of the courts of Munich, Germany, and the Agreement shall be governed by German law.

USA: Where the Service Provider is a company incorporated under the laws of the United States, the Dispute shall be submitted to mediation administered by the American Arbitration Association (AAA) under its Commercial Mediation Procedures, prior to being submitted to the exclusive jurisdiction of the state and federal courts located in the State of California, and the Agreement shall be governed by the laws of such State, excluding its conflict-of-law rules.

Japan: Where the Service Provider is a company incorporated under the laws of Japan, the Dispute shall be submitted to mediation administered by the Japan Commercial Arbitration Association (JCAA) in accordance with its mediation rules, prior to being submitted to the exclusive jurisdiction of the Tokyo District Court, and the Agreement shall be governed by the laws of Japan.

Australia: Where the Service Provider is a company incorporated under the laws of Australia, the Dispute shall be submitted to mediation administered by the Australian Disputes Centre (ADC) in accordance with its mediation rules, prior to being submitted to the exclusive jurisdiction of the courts of Sydney, New South Wales, and the Agreement shall be governed by the laws of the relevant State or of the Commonwealth of Australia, as applicable.