Terms and Conditions

General Terms And Conditions Of Licence And Associated Services – [V.2026.08] Publication date [1 Sept. 2026] - effective date [1 Sept. 2026]

RECITALS

4D markets software that it owns. This software consists of standard products intended to meet the needs of the largest possible number of customers.

The Client, wishing to equip itself with new IT tools, has expressed a wish to use a software product offered by 4D (a "4D Product") for the purposes of its professional activity.

In the context of its duty to inform and advise, 4D has provided the Client with a commercial proposal and/or documentation presenting the 4D Products and Services, which the Client acknowledges having reviewed. It is for the Client, in particular on the basis of this information, to satisfy itself that the 4D Products and Services are suited to its own needs and constraints. To this end, the Client may, prior to accepting the Contract, request any additional information from 4D and/or attend a further demonstration of the 4D Products and Services (where feasible given their nature); failing this, the Client acknowledges having been sufficiently informed. No specifications document ("cahier des charges") or statement of requirements prepared by the Client shall be taken into account by 4D under the Contract, unless expressly approved in writing by 4D prior to signature hereof, in which case it shall be appended hereto.

These general conditions of sale of 4D (the "GCS") accordingly apply to all orders placed online or through a 4D sales representative. The Client states that it accepts them without reservation and excludes application of its own general terms and conditions of purchase, if any. 4D's GCS do not apply to (i) subscriptions to the 4D Partner Program, (ii) 4D's professional services (so-called "Professional Services" or "PS"), or (iii) individually negotiated agreements between the parties.

The general terms and conditions governing the license to use the 4D Products and their Maintenance are set out, respectively, in 4D's End User License Agreement (the "EULA") and in its Annual Maintenance Exhibit.

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

TITLE I – DEFINITIONS AND PURPOSE

ARTICLE 1. DEFINITIONS

For the purposes hereof, terms and expressions beginning with a capital letter have the meaning set out below, whether used in the singular or the plural.

“APPLICATION” means the program developed with or by the 4D Products.

“CLIENT” means the legal entity or natural person entering into this Contract in the context of its professional activity.

“CONTRACT” means, as applicable:

• The contractual whole composed of several parts and documents, namely the “Ordered Items” part, the “Order Form”, the quote or the invoice, part, the “SEPA Mandate” part (where applicable and issued), these general conditions (the “GCS”), and the Technical Prerequisites.
• The online order, validated by a duly authorized representative of the Client, comprising the Products ordered, the quantities, the prices, the chosen method of payment, these general conditions, and the Technical Prerequisites.

The general conditions and the Technical Prerequisites may be consulted and downloaded from 4D’s website (https://4D.com) and may also be sent to the Client upon first request, in accordance with Article L441-6 of the French Commercial Code, which provides that a service provider must communicate by any means consistent with the customary practices of the profession.

“DOCUMENTATION” means, where available, all documents describing the development, installation, use, functionality and operation of the 4D Products, including in particular the manuals and technical documentation made available at https://developer.4d.com.

“ENVIRONMENT” means the computer hardware and operating system(s) (the “platform(s)”) required for use in conjunction with the 4D Products, as indicated in the Documentation, it being understood that each license is granted for one (1) Environment only.

“TECHNICAL PREREQUISITES” means the latest version of the list of characteristics of the Client’s information system, hardware and IT equipment, as recommended by 4D and suited to use of the 4D Products, which the Client must implement and comply with in order for the 4D Products to operate under normal conditions of use. The Technical Prerequisites are subject to change, and the latest version is accessible at any time on 4D’s website (https://4D.com) or at any other website address communicated by 4D. It is for the Client to ensure that its hardware and IT equipment keep pace with changes to the Technical Prerequisites.

“4D PRODUCTS” means 4D’s computer program(s) in machine-readable executable code form and the copies made thereof, including the associated Documentation and any replacement, modification or Update provided under the Contract.

“4D STORE” means the online store accessible via 4D’s website (https://store.4d.com) for the purchase of 4D Products and Services.

“4D” means 4D SAS, RCS Versailles No. 318919851, 66 route de Sartrouville, Parc des Érables, Bât. 4, 78230 Le Pecq, France, or the Subsidiary identified as such in the Order Form, the quote or the invoice, which enters into the Contract in its own name and on its own behalf with the Client for the sale of the 4D Products and Services. 4D 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 4D under the Contract.

“AFFILIATE or SUBSIDIARIES” means entities, existing presently or established in the future, that are directly or indirectly controlled by 4D SAS (France), within the meaning of Article L.233-1 of the French Commercial Code.

“SERVICE(S)” or “ASSOCIATED SERVICES” means:

• any Annual Maintenance service(s);
• any training on the 4D Products;
• any event organized by 4D.

“ANNUAL MAINTENANCE” is a 4D Service, the general terms and conditions of which are set out in the “Annual Maintenance of 4D Products” Exhibit to 4D’s End User License Agreement (EULA), available at https://4D.com.

“UPDATES” means all corrective modifications made to the 4D Products, as generally made available to its clients by 4D.

“TERRITORY” means the scope of application of this Contract, namely worldwide.

“USER” means a natural or legal person who accesses and uses the Client’s Application under an authorization granted by the Client.

ARTICLE 2. ACCEPTANCE OF THE CONTRACT

2.1 – The Client is deemed to have reviewed the Contract, as defined in the “Definitions” article, and to have duly accepted it without reservation upon signing the Order Form, the quote or the invoice, and/or the direct debit authorization, or upon placing an online order referring to these general conditions, which constitutes acceptance of the Contract as a whole.

Any amendment to these general conditions must be the subject of special terms duly accepted and signed by both Parties. Failing this, any amendment to the Contract (Order Form, the quote or the invoice, Ordered Items) is deemed null and void.

Acceptance of the Contract by electronic means has the same evidentiary value between the Parties as an agreement executed on paper. Contractual documents are archived on a reliable and durable medium capable of being produced as evidence.

2.2. Right of withdrawal (France only)

This Article 2.2 applies solely where 4D, as identified in the Order Form, the quote or the invoice, is 4D SAS (France). Article L221-3 of the French Consumer Code provides that the 14-day right of withdrawal available to consumers is extended to contracts entered into away from business premises between two professionals, where the subject matter of such contracts does not fall within the scope of the primary activity of the professional solicited and where that professional employs five (5) or fewer employees (the “Non-Expert Client”).

However, pursuant to Article L221-28, 13° of the Consumer Code, this right of withdrawal may not be exercised for contracts for the supply of digital content not provided on a tangible medium, as is the case under this Contract, where performance has begun before the end of the withdrawal period and the Contract requires the Non-Expert Client to make a payment, provided that the Non-Expert Client has given express consent to the commencement of performance before the end of the withdrawal period and has waived its right of withdrawal.

Accordingly, the Non-Expert Client may give express consent to performance of the Contract commencing before expiry of the withdrawal period, and waive its right of withdrawal, by ticking the box provided for that purpose when placing its order on https://4d.com. 4D will send the Non-Expert Client email confirmation of such agreement, in accordance with the second paragraph of Article L.221-13 of the French Consumer Code.

ARTICLE 3. ENTRY INTO FORCE

The Contract takes effect on the date 4D accepts the Order Form, the quote or the invoice (the “Order Acceptance”).

The license to use the 4D Products is granted on the terms described in 4D’s EULA, available at https://4d.com as of the date of the Acceptance Order.

ARTICLE 4. AVAILABILITY OF THE 4D PRODUCTS AND SERVICES

The digital Products and Services made available to the Client by 4D are not sold but licensed, on the terms set out in 4D’s EULA. They are made available via a download link (where feasible given their nature), under a subscription model, or through the purchase of Products on a "perpetual" basis, meaning for the statutory duration of the underlying intellectual property rights.

The Client shall install the 4D Products at its own risk and responsibility.

4.1. Subscriptions to the 4D Products and Services

4D offers a subscription model for certain of its Products and Services. Subscriptions run for one year and renew automatically on each anniversary date, provided payment for the following year is received before expiry of the current term.

The Client is responsible for managing its subscription(s), whether (i) by contacting the relevant sales department, or (ii) where available, directly through its customer account on the 4D Store (store.4D.com), including for:

• paying its subscription(s) or renewal(s) within the required timeframes, so as to avoid any suspension of use of the 4D Products or Services;
• giving notice of non-renewal of its subscription(s), on the terms set out in the “End of Contract” article below;
• adding any options, which take effect immediately and are prorated for the remainder of the current period;
• removing any options, which may be requested at any time during the subscription but takes effect only on the subscription’s anniversary date.

Payment is made in a single instalment on the subscription date or its anniversary date, either (i) through the relevant sales department, or (ii) where available, directly through the Client’s customer account on the 4D Store (store.4D.com).

Details of subscription offers are updated regularly on 4D’s websites.

Subscriptions to the 4D Products include Annual Maintenance, the terms of which are set out in the Exhibit to 4D’s EULA and available at fr.4d.com/eula.html.

The Client may subscribe to Annual Maintenance for 4D Products acquired under a perpetual license, but only concurrently with the purchase of the Products concerned.

4.2. Subscription to the “4D Partner Program”

The 4D Partner Program is a commercial offer providing access to development tools for the 4D platform. Its general terms and conditions of sale are separate from these GCS and available upon request from 4D’s sales department.

ARTICLE 5. USE OF THE 4D PRODUCTS AND SERVICES

The Client is solely responsible for its use of the 4D Products and Services made available to it under the Contract, for the Users’ use of them, and for the use made of any results the Users may obtain from them; all such use remains under the Client’s sole control and direction.

The Client is responsible for:

• selecting and procuring, whether before or after the Contract, any third-party hardware, software packages or software intended for use with the 4D Products. 4D shall not be liable for any incompatibility between such items and those ordered under the Contract, nor for any resulting malfunction or disruption;
• overseeing its own IT implementation where it has engaged multiple suppliers;
• complying with the Technical Prerequisites (both current and future) so as to avoid harmful consequences such as slowdowns, blockages or corruption of the Client’s data. 4D disclaims liability for any loss suffered by the Client as a result of using the 4D Products with hardware or software that is incompatible or non-compliant with the Technical Prerequisites;
• any consequences to the 4D Products resulting from changes to its installation or Environment that the Client decides on and/or carries out without 4D’s prior agreement.

The Client is advised that 4D is not responsible for the quality, availability or reliability of telecommunications networks of any kind used to transport data or access the internet. 4D also disclaims liability for any loss suffered by the Client as a result of:

• the Client’s use of the 4D Products in a manner inconsistent with any applicable Documentation, the Contract, and/or any instructions communicated by 4D to the Client;
• use of the 4D Products with hardware or software that is incompatible or non-compliant with the Technical Prerequisites;
• any intervention on the 4D Products by a third party not previously authorized by 4D.

ARTICLE 6. AUDIT RIGHT AND MEASURES TO VERIFY USE OF THE 4D PRODUCTS

The Client is advised that 4D reserves the right to use one or more of the following mechanisms to ensure that the Client’s use of the 4D Products complies with this Contract:

• (i) a license activation mechanism. The Client may not disable any such mechanism;
• (ii) an audit mechanism, under which the Client authorizes 4D to carry out, itself or through a representative, any audit or inspection to verify the Client’s compliance with all provisions of this Contract; the Client shall provide, without delay and in writing, all information requested by 4D concerning performance of the Contract. If the audit reveals non-compliance with the Contract, or a discrepancy with information provided by the Client, the Client shall bear all reasonable costs incurred by 4D in connection with the audit, without prejudice to 4D’s other rights and remedies. This provision remains in effect for two (2) years after the end of the Contract, without exception.

ARTICLE 7. ANTI-FRAUD

The Client warrants that it uses the 4D Products supplied by 4D in compliance with applicable laws and regulations, in particular tax laws. In particular, should 4D be held jointly and severally liable by the tax authorities for the payment of back taxes assessed as a result of the Client’s improper use of the 4D Products made available to it, the Client undertakes to fully indemnify 4D, i.e., up to the amount claimed by the tax authorities.

ARTICLE 8. DEVELOPMENTS

The Client is advised that changes in legislation may, at any time, render certain functionalities of the 4D Products unsuitable. Where the Client has subscribed to one or more Service(s), and under the conditions set out in the Contract, 4D will provide an update to the 4D Product so that it complies with the new legal requirements, provided that such adaptation does not require rewriting a substantial part of the existing 4D Products.

The Client is also advised that developments in technology, legislation and customer demand may lead 4D to release updates to the 4D Products, which may in turn change the Technical Prerequisites. As a result, some or all of the Client’s hardware, in its initial configuration, may not support an update to the 4D Products, for which 4D cannot be held liable.

TITLE II – FINANCIAL PROVISIONS

ARTICLE 9. PRICE, INVOICING AND PAYMENT

9.1. Prices, Invoicing and Payment

1. Prices

Prices are set out in the Order Form, the quote or the invoice, or in the online order.

All prices are quoted exclusive of VAT and of any other taxes, duties or charges payable by the Client under the regulations in force on the date of 4D’s invoice, which remain the Client’s sole responsibility.

2. Payment and Invoicing

For online orders placed through the 4D Store, as for any purchase made outside the 4D Store, and unless otherwise agreed in writing between the Parties, payment is made by the Client at the time of ordering, and an invoice is subsequently sent by email (or any other means). Where their nature so permits, the Products and Services are made available to the Client at the same time as payment; otherwise, they are made available after payment.

Payments are final, subject to the “Right of Withdrawal” article, and shall be made without discount, using payment methods authorized by 4D as of the payment date.

9.2. Price Revision

During the term of the Contract, 4D may revise the Contract prices once per calendar year.

Any annual revision shall be equal to the Syntec index (or, where 4D, as identified in the Order Form, the quote or the invoice, is a Subsidiary) the equivalent local reference index applicable pursuant to Article 21.2 published for the preceding period, increased by three (3) percentage points, provided that such annual revision shall not be less than five percent (5%).

Where a price revision relates to Services and/or to a license granted by subscription for 4D Products or Services, and the Client refuses the resulting increase in invoiced amounts, the Client may terminate the affected Service(s) by registered letter with acknowledgment of receipt, or by any other written means (including email), within thirty (30) days of the date of the invoice showing the new amounts.

9.3. Late Payment

If the Client fails to pay the agreed price, and without prejudice to any other remedy 4D may pursue against the Client to obtain compensation for the resulting loss, 4D reserves the right, fifteen (15) days after sending a registered formal notice to pay that has remained wholly or partly unanswered, to suspend the Client’s right to use the 4D Products or Services, as well as any ongoing service, until full payment of the amounts due. The Client accepts in advance that 4D may, in any circumstances and, where applicable, remotely, use the tools built into the 4D Products to implement such suspension; and/or terminate the Contract automatically, in accordance with the “Termination” article, without any further formal notice.

Where 4D, as identified in the Order Form, the quote or the invoice, is 4D SAS (France): 4D may charge late-payment interest at three times the French statutory interest rate, with no reminder or prior formal notice required, accruing daily from the first day of late payment until the Client pays all amounts owed to 4D in full. Pursuant to Article L441-6 of the French Commercial Code, the Client shall also automatically owe a fixed indemnity of forty euros (€40) per late payment, to cover 4D’s collection costs. Where such costs exceed this indemnity, 4D may claim additional compensation from the Client upon presentation of evidence of the steps taken. These indemnities do not apply where the Client shows that it is subject to court-ordered receivership or liquidation proceedings.

Where 4D, as identified in the Order Form, the quote or the invoice, is a Subsidiary other than 4D SAS: late-payment interest and any fixed or additional collection indemnity shall be calculated at the minimum rate and amount required under the mandatory provisions of the law governing the Contract pursuant to Article 21, or, if higher, at the rate and amount set out in the applicable Order Form, the quote or the invoice.

In all cases, the Client’s failure to pay an invoice by its due date entitles 4D to demand payment of all other invoices, including those not yet due.

All costs arising from a bank’s rejection of a Client payment shall be borne by the Client.

9.4. General

4D reserves the right to decide how any partial payments made by the Client are applied against amounts owed to 4D.

The Client may not set off any amounts 4D may owe it under the Contract, or under any other agreement between the Parties, without 4D’s prior written consent.

TITLE III – GENERAL PROVISIONS

ARTICLE 10. PERSONAL DATA

In managing their contractual relationship, each Party processes the other Party’s personal data as an independent data controller and undertakes to comply with applicable data protection laws.

To the extent 4D processes personal data on the Client’s behalf in connection with the supply of the Products or Services, 4D acts as a processor within the meaning of applicable regulations. In that capacity, 4D undertakes to:

• process the data only on the Client’s documented instructions;
• keep the data confidential;
• implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk;
• assist the Client, to a reasonable extent, in complying with its legal obligations, particularly regarding security, data breach notification and the exercise of data subjects’ rights;
• not retain the data beyond the period necessary to perform the Services, and delete or return it at the end of the Contract;
• govern the use of any sub-processors in accordance with applicable regulations.

The characteristics of the processing carried out by 4D on the Client’s behalf (including its purpose, duration and nature, the types of data, and the categories of data subjects concerned) are described in the contractual documentation or in the documentation of the Products and Services.

ARTICLE 11. USE OF ARTIFICIAL INTELLIGENCE TOOLS

In performing the Services, 4D is authorized to use artificial intelligence tools, including enterprise-grade generative AI solutions (the "AI Tools"), to assist with the analysis, development, documentation and improvement of deliverables. 4D undertakes that:

1. Confidentiality and security – The AI Tools used provide appropriate confidentiality and security guarantees, including no reuse of the Client’s data to train models, unless expressly agreed in advance by the Client. The Client’s data is accessible only to authorized persons, and only to the extent necessary to perform the Services.

2. Protection of personal data – Where the data processed includes personal data, its processing via the AI Tools complies with applicable regulations, in particular Regulation (EU) 2016/679 (GDPR). 4D ensures that any AI Tools provider involved offers adequate guarantees within the meaning of Article 28 of the GDPR and, where applicable, is bound by a data processing agreement (DPA).

3. Limitation of use. 4D undertakes to limit its use of AI Tools to data that is strictly necessary and to favor, wherever possible, anonymization or pseudonymization of data. Information the Client identifies as highly sensitive or critical may be used with AI Tools only with the Client’s express prior agreement.

4. Liability and human oversight. 4D remains fully liable for the deliverables produced, including where AI Tools are used. Any output produced by an AI Tool is subject to prior human validation.

5. Transparency. Upon the Client’s request, 4D will provide general information about the types of AI Tools used and the associated security measures.

6. Sub-processing. The use of AI Tools, which may involve technical sub-processors, is deemed accepted by the Client, subject to compliance with the obligations of this article and, where applicable, the provisions on sub-processing and data protection. The Parties acknowledge that the controlled use of AI Tools is a means of improving the efficiency and quality of the Services, without affecting the essential obligations of confidentiality, security and regulatory compliance.

ARTICLE 12. SECURITY

The Client is responsible for taking all appropriate measures to ensure the security, confidentiality and integrity of its information systems and of the data, including personal data, that it processes in connection with its use of the 4D Products and Services.

In particular, the Client is solely responsible for implementing the backup measures needed to preserve and restore its data, and for regularly checking that such measures work properly.

The Client shall also maintain an appropriate level of security for its systems, including with respect to access control, protection against intrusion, and keeping its Environments up to date.

The Client’s obligations under this article are without prejudice to 4D’s own security obligations under the Contract.

ARTICLE 13. LIABILITY

To the fullest extent permitted by applicable law, neither Party shall be liable for indirect, consequential or intangible damages, including in particular any loss of revenue, profit, data, customers or goodwill, or any other financial loss, arising from the use of, or the inability to use, the Products or Services, even if that Party was advised of the possibility of such damages.

In any event, each Party’s liability under the Contract is limited to direct damages resulting from a breach of its contractual obligations. Except for indemnification obligations, breach of confidentiality obligations or intellectual property rights, and breach of the Client’s payment obligations, each Party’s liability shall not exceed the total amount paid and/or owed by the Client to 4D in respect of the 4D Product or Service that gave rise to the claim, for the twelve (12) months preceding the event giving rise to the claim.

The Parties acknowledge that the limitations of liability set out in this article reflect the allocation of risk between them and constitute an essential element of the Contract’s economic balance.

The Parties expressly agree that any liability claim against 4D must be brought within twelve (12) months of the event giving rise to it.

These limitations of liability continue to apply after termination or expiry of the Contract, for any reason.

ARTICLE 14. WARRANTIES

14.1 Intellectual Property Warranty

4D warrants the Client, for as long as the Client holds rights to use the 4D Products, against any third-party action or claim based on infringement of intellectual property rights arising from use of the 4D Products in accordance with the Contract.

In that respect, 4D will defend the Client against any such claim and will bear any final judgment against the Client, or any settlement amount paid, provided the Client has (i) promptly notified 4D of the claim in writing, (ii) given 4D sole control over the defense and/or settlement, and (iii) provided all reasonably required assistance.

If use of a 4D Product is prohibited, or is likely to become prohibited, 4D may, at its option and expense, either (a) procure the right for the Client to continue using the Product concerned, (b) replace or modify the Product to make it non-infringing, or (c) if neither solution is reasonably available, terminate the license for the Product concerned and refund the amounts paid for it for the unexpired period — notwithstanding any provision to the contrary regarding the effects of termination, and in particular by way of derogation from Article 15 (“End of Contract”). This warranty does not apply where the 4D Products are used inconsistently with the Contract or the Documentation, where they have been modified without authorization, or where they are used in combination with items not supplied or approved by 4D.

14.2 Disclaimer of Other Warranties

Except for the warranties expressly provided herein, the 4D Products are supplied "as is," and 4D disclaims all other warranties, express or implied, including any warranty of merchantability, fitness for a particular purpose, or absence of errors, to the extent permitted by applicable law.

ARTICLE 15. END OF CONTRACT

Either Party may terminate the Contract automatically in the event of a serious breach by the other Party of any of its contractual obligations, if such breach is not remedied within thirty (30) days of receipt of written notice sent by any means allowing proof of receipt.

If the Client fails to pay any amounts due, in whole or in part, 4D may terminate the Contract automatically after a formal notice that has gone unanswered for fifteen (15) days, without prejudice to any damages.

The Contract runs for the term set out in the Order Form, the quote or the invoice. It renews automatically for successive periods of the same duration.

Notice of non-renewal of the subscription must be given expressly and in writing (including by email), no later than thirty (30) days before the Contract’s expiry date, either (i) to the relevant sales department, or (ii) where available, directly through the customer account on the 4D Store (store.4D.com). Absent such notice within this period and in this manner, the Contract renews automatically for a new term, and the corresponding amounts become due from the Client.

Upon termination or expiry of the Contract, for any reason, the Client must immediately stop using the 4D Products and must return or destroy all copies of the Products and documentation in its possession. 4D reserves the right to suspend or deactivate any access to the Products.

Amounts paid remain 4D’s property, and termination does not relieve the Client of its obligation to pay amounts due as of the termination date.

Termination does not affect provisions that, by their nature, are intended to survive, in particular those relating to intellectual property, confidentiality, liability and payment obligations.

Termination of the Contract does not deprive 4D of the right to bring any claim for compensation for losses suffered.

ARTICLE 16. FORCE MAJEURE

Neither Party shall be liable to the other for any loss or damage resulting from a delay or failure to perform all or part of this Contract, where such delay or failure is caused, in whole or in part, by events, occurrences or causes beyond the reasonable control of the Parties and without negligence on their part. Such events, occurrences or causes include cases of force majeure within the meaning of Article 1218 of the French Civil Code, as well as, whether or not foreseeable as of the date of the Contract: strikes, lockouts, riots, acts of terrorism or war, epidemics or pandemics, internet outages, telecommunications system failures, earthquakes, fires, explosions, and any act, order, decree, regulation, restriction or other measure adopted or imposed by any government or by any governmental, administrative, judicial or regulatory authority of competent jurisdiction, whether national, supranational or local. Each of the foregoing events, occurrences, causes or measures shall be deemed, as between the Parties, to constitute an event of force majeure for the purposes of the Contract, provided that the Party invoking it establishes that such event was beyond its reasonable control and that its effects on the performance of the Contract could not have been avoided by appropriate measures.

ARTICLE 17. CONFIDENTIALITY

All information, data, documents, deliverables and/or know-how, whether or not protected by intellectual property rights, in any form, disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), or of which the Receiving Party becomes aware in connection with performance of the Contract — including the terms of the Contract itself — is deemed confidential (the "Confidential Information").

The following is not considered Confidential Information: information that (i) was lawfully in the Receiving Party’s possession before its disclosure, (ii) is or becomes public without breach of the Contract, (iii) was developed independently by the Receiving Party, or (iv) was lawfully obtained from a third party without any confidentiality obligation.

The Receiving Party undertakes to use the Confidential Information solely to perform the Contract and to disclose it only to persons with a strict need to know, including its employees, affiliates and subcontractors, provided they are bound by confidentiality obligations at least equivalent to these. The Receiving Party remains liable in all cases for such persons’ compliance with this clause.

The Receiving Party undertakes to protect the Confidential Information using security measures at least equivalent to those it applies to its own confidential information of a similar nature.

The Receiving Party may disclose Confidential Information where required by law, regulation or a competent authority, provided it informs the Disclosing Party beforehand to the extent possible.

The confidentiality obligations remain in force for the term of the Contract and for five (5) years after its expiry or termination.

At the end of the Contract, each Party shall return or destroy, at the other Party’s request, the Confidential Information in its possession, subject to the right to retain a copy for evidentiary, legal compliance or archival purposes, in compliance with the confidentiality obligations set out herein.

Any breach of this clause constitutes a serious breach for which the defaulting Party shall be liable.

ARTICLE 18. SUBCONTRACTING

The Client agrees that 4D may subcontract all or part of its obligations hereunder freely and without prior formality. In the event of subcontracting, 4D remains solely responsible for the proper performance of its obligations under the Contract.

ARTICLE 19. ASSIGNMENT

The Client may assign the Contract, together with the rights and obligations it provides for, in whole or in part, whether for consideration or free of charge, subject to 4D’s prior written consent.

4D may freely assign or transfer the Contract, and the rights and obligations it provides for, without formality. From the date of written notice of the assignment to the Client, 4D is released from its obligations under the Contract and may not be held jointly and severally liable for the assignee’s performance of the Contract.

ARTICLE 20. MISCELLANEOUS

20.1. Independence of the Parties

Each Party is a legally and financially independent entity, acting in its own name and under its own responsibility. The Contract creates neither a partnership nor an agency relationship between the Parties. Neither Party may accordingly enter into any commitment in the name of, or on behalf of, the other Party, and may not act as the other Party’s substitute in any respect.

20.2. Entire Agreement

The Parties acknowledge that all terms and conditions incorporated by reference herein constitute the entire agreement between them regarding the subject matter of the Contract and supersede all prior undertakings, whether oral or written, between the Parties on that subject matter. The Contract thus prevails over any other document, including any general terms and conditions of purchase of the Client. Unless expressly stated otherwise, the terms, conditions and obligations set out in this document prevail over all others.

20.3. Amendments

These GCS are provided to the Client before the Contract is concluded and may be negotiated between the Parties before the quotation is accepted, upon which they become binding.

4D reserves the right to amend its GCS at any time and to publish new versions on its website (https://4D.com).

The applicable GCS are those in force as of the date the Contract is concluded, as accepted by the Client. Any subsequent amendment does not apply to Contracts already in progress, unless the Parties expressly agree otherwise.

20.4. No Waiver

If either Party does not act on a breach by the other Party of any obligation under the Contract, this shall not be construed as a waiver of that obligation for the future.

20.5. Know-How

Each Party retains the free use of its own know-how, knowledge, methods, concepts and tools developed or acquired before, or independently of, the Contract. No provision of the Contract shall be construed as granting the other Party any right over such elements, other than the rights expressly granted.

4D may freely reuse, develop and exploit any know-how, experience or knowledge acquired in performing the Contract, provided it does not disclose the Client’s Confidential Information.

20.6. Commercial Reference

The Client authorizes 4D to freely reference its name and to use and/or reproduce its logo and/or trademarks as a commercial reference in commercial materials and press releases, in any form and on any medium, as well as in documents used and/or produced by 4D in connection with the Contract.

ARTICLE 21. GOVERNING LAW AND JURISDICTION

21.1 Governing Law

The Contract is governed by the law applicable to 4D, as identified in the Order Form, the quote or the invoice,, in accordance with Article 21.3 below.

21.2 Scope of References to French Law

Where 4D, as identified in the Order Form, the quote or the invoice, is 4D SAS (France), any express reference in these GCS to French statutory or regulatory provisions — including in particular the French Civil Code or the French Commercial Code — applies fully and directly.

Where 4D, as identified in the Order Form, the quote or the invoice, is a Subsidiary incorporated under the laws of a jurisdiction other than France, such references — other than those in Article 2.2 and Article 9.3, which apply solely where 4D is 4D SAS, as set out in those articles — shall be deemed to refer, not to the French statutory or regulatory provision as such, but to the equivalent general contractual principle it reflects, as recognized under the law governing the Contract, subject to the mandatory and public-policy provisions of that law.

In all cases, the provisions of these GCS 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.

21.3 Dispute Resolution

In the event of a dispute concerning the validity, interpretation, performance or termination of the Contract (a “Dispute”), the Parties shall first endeavor to resolve it amicably.

Failing an amicable resolution within thirty (30) days of notification of the Dispute by either Party, the Dispute shall be submitted to a mediation procedure administered by the mediation institution identified below for the relevant 4D entity, prior to being submitted to the exclusive jurisdiction of the courts identified below, notwithstanding multiple defendants or third-party proceedings (appel en garantie).

Each Party nonetheless retains the right to bring proceedings before any competent court in urgent cases, or to seek protective measures.

• France: Where 4D, as identified in the Order Form, the quote or the invoice, is 4D SAS or another 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 the exclusive jurisdiction of the courts within the jurisdiction of the Versailles Court of Appeal, and the Contract shall be governed by French law.
• Germany: Where 4D, as identified in the Order Form, the quote or the invoice, 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 the exclusive jurisdiction of the courts of Munich, Germany, and the Contract shall be governed by German law.
• Japan: Where 4D, as identified in the Order Form, the quote or the invoice, 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 the exclusive jurisdiction of the Tokyo District Court, and the Contract shall be governed by the laws of Japan.
• United States: Where 4D, as identified in the Order Form, the quote or the invoice,, 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 the exclusive jurisdiction of the state and federal courts located in Santa Clara County, California, and the Contract shall be governed by the laws of the State of California, excluding its conflict-of-laws rules.
• Australia: Where 4D, as identified in the Order Form, the quote or the invoice, 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 the exclusive jurisdiction of the courts of Sydney, New South Wales, and the Contract shall be governed by the laws of the relevant State or of the Commonwealth of Australia, as applicable.

21.4 Survival

This article shall survive the expiry or termination of the Contract, for any reason.

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.