1. FORMATION  AND  CONTENT  OF  THE  CONTRACT  BETWEEN  PLUSMO  AND  THE CUSTOMER

1.1.CONTENT OF THE CONTRACT

1.1.1.The contract concluded between Plusmo and the Customer (hereinafter the "Contract") consists of :

-the present General Terms and Conditions ; -a personal data processing agreement (hereinafter the "Agreement");

-an order form detailing the Service(s) subscribed to by the Customer (hereinafter the "Order Form");

-an appendix to the Order Form which is specific to the personal data processing operation(s) carried out by Plusmo as subcontractor within the framework of the Services subscribed to by the Customer (hereinafter the "Appendix");

-any specific conditions agreed in writing between the Parties and applicable to the Services subscribed to, where applicable.

1.1.2.In the event of any contradiction between certain stipulations contained in the Agreement and the Appendix and certain stipulations contained in the General Terms and Conditions or specific applicable conditions, relating to one or more personal data processing operations implemented as part of the Services subscribed to, the Agreement and the Appendix shall prevail. In the event of any contradiction between certain stipulations contained in the General Terms and Conditions and certain stipulations contained in the Order Form (excluding the Appendix) or in specific applicable conditions, the General Terms and Conditions shall prevail.

1.2.FORMATION OF THE CONTRACT

1.2.1.The Customer completes the Order Form sent to him by Plusmo, indicating the Services subscribed to and the options subscribed to within the Services. The Customer signs the completed Order Form and sends it to Plusmo.

1.2.2.The Contract is only concluded between Plusmo and the Customer on the date of countersignature by Plusmo of the Order Form previously completed and signed by the Customer, which the Customer expressly acknowledges. On the date of countersignature of the Order Form by Plusmo, the Parties are bound by all the contractual documents referred to in article

1.1. above, which together constitute the Contract. The subscription to any new Service not covered by an Order Form already signed by the Customer and countersigned by Plusmo is subject to the signature and countersignature of a separate Order Form and to the payment by the Customer of all sums due to Plusmo under any previous countersigned Order Form.

1.2.3.In view of the particular nature of the Services and the need for the Parties to comply with regulations applicable to the processing of personal data, the Parties acknowledge that the Services may only be implemented within the European Union. Plusmo therefore reserves the right not to countersign an Order Form, and therefore to refuse an order, in particular in the event that the Customer is not principally established on the territory of the European Union and/or in the event that the Customer sends personal data via the territory of a non-member country of the European Union.

1.2.4.The Order Form signed by the Customer and the Order Form countersigned by Plusmo will be validly transmitted between the Parties by electronic mail.

2.ACCESS TO SERVICES  

2.1.Plusmo undertakes to send the Customer, within a maximum period of maximum 10 days from the date of countersignature of the Purchase Order by Plusmo, all the technical documentation enabling the Customer to connect the API(s) applicable to the Services subscribed to to its information system (hereinafter the "Technical Documentation"). Plusmo also undertakes, within the same period, to open a communication loop between Plusmo and the Customer on the SLACK professional communication platform, or any other equivalent professional communication platform, from which the Customer may send a ticket to Plusmo in the event of difficulty in connecting the API(s) applicable to the subscribed Services to his information system. The Customer may also send Plusmo any request for assistance concerning the connection of its information system to the API(s) applicable to the subscribed Services using the e-mail addres smsnoc@plusmobile.com.

2.2.The Customer connects the API(s) applicable to the subscribed Services to its information system under its sole responsibility, and undertakes to implement the instructions as set out in the Technical Documentation without attempting to modify, adapt or circumvent them. It is the Customer's responsibility to take out a subscription with an Internet service provider to access the Services. The Customer shall also ensure that his technical environment and information system are compatible with the Services, and must therefore have the minimum configuration required to use the subscribed Services.

Plusmo undertakes to use its best efforts to assist the Customer in connecting the API(s) applicable to the subscribed Services to the Customer's information system.

2.3.Once the Customer has established the connection of the API(s) applicable to the subscribed Services to its information system , it will inform Plusmo by e-mail. Plusmo will confirm by return e-mail to the Customer that the connection has indeed been established. If, within a period of 60 days from Plusmo's transmission of the Technical Documentation to the Customer, the connection between the API(s) applicable to the subscribed Services and the Customer's information system has not been established despite the efforts of both Parties, each Party may terminate the Contract, without notice or compensation due to the other Party. Such termination may be notified by either Party to the other Party by e-mail.

3.PROPER USE OF SERVICES

3.1.The Customer undertakes to use the Services in accordance with these General Terms and Conditions and with the Agreement and its Appendix. In this respect, the Customer undertakes in particular :

-not to allow any third party to use the Services and the APIs implemented as part of the Services, other than any member of the Customer's staff duly authorized for the sole purpose of performing the Agreement;

-not to undermine the integrity of the APIs implemented as part of the Services and not to modify, reproduce, republish, adapt, translate, reverse engineer, reverse compile, disassemble all or part of the APIs implemented as part of the Services, or attempt to reconstitute their logic;

-not to use the Services to develop or market, directly or indirectly, services that may compete with the Services subscribed to;

-attempt to access a third-party database associated with or connected to an API implemented as part of the Services, or attempt to damage such a database;

-not to use the Services under conditions of abnormal data traffic, namely traffic that is abnormally high in volume and/or duration, or traffic that passes through a third party's information system;

-not to use the Services in connection with any of its own services that may be considered unlawful, in particular a service that does not comply with the applicable provisions of the French Consumer Code and/or the French Intellectual Property Code and/or the applicable regulations on the protection of personal data and/or the applicable regulations on the protection of minors.

3.2.Plusmo reserves the right to ask the Customer, during the execution of the Contract, to provide within 7 days any useful clarification concerning the conditions of his actual use of the Services, in particular with regard to the subscription perimeter as defined in the Order Form and its Appendix and with regard to the obligations set out in article 3.1 of the present General Terms and Conditions.

If it appears that the subscription perimeter does not correspond to the Customer's actual usage perimeter, Plusmo may revise the pricing conditions as defined in the Purchase Order. Failing agreement between the Parties on the new tariff conditions within 30 days of Plusmo's request for clarification, Plusmo may terminate the Services and the Contract by simple notification sent to the Customer by e-mail, without prejudice to any sum or damages which may be due to Plusmo for exceeding the subscription perimeter.

3.3.In addition to the cases of suspension of processing of personal data provided for in article 11.2. of the Agreement, Plusmo reserves the right to suspend the Services during the execution of the Contract, and this without prior notification, in the event of a manifest breach by the Customer of the obligations provided for in article 3.1. of the present General Terms and Conditions as well as from the first breach of article 6.2 of the present General Terms and Conditions by the Customer. In such a case, Plusmo will send a reasoned notice of suspension of Services to the Customer at the same time as the suspension of Services. If, within a period of 30 days following the notification and the suspension of the Services, the non-conformity referred to in the notification is not corrected by the Customer, Plusmo may terminate the Services and the Contract by simple notification sent to the Customer by e-mail, and this without prejudice to any sum or damages which may be due to Plusmo as a result of the facts justifying the suspension.

4.SERVICE LEVELS AND TECHNICAL ASSISTANCE

4.1.Plusmo undertakes to do its utmost to ensure the following Service availability levels, which are however dependent on the service availability levels of mobile telephone operators operating on French territory:

-data recovery response time <1 sec. in 95% of cases ;

-incident uptime: 95% ;

-disaster recovery time: 96%.

4.2.Plusmo undertakes to do its utmost to resolve the various anomalies set out below under the following conditions, it being specified that Plusmo may however be dependent, in resolving anomalies, on the technical support of mobile telephony operators operating on French territory:

-blocking anomaly, i.e. any anomaly that does not allow the Service to operate without a workaround solution, or total interruption of the Service:

-response time: 2 working hours

-resolution time: 48 working hours

-major anomaly, i.e. any anomaly that does not allow normal operation of part of the Service and for which a workaround solution is available:

-handling time: 3 working hours

-resolution time: 3 working days

-minor anomaly, i.e. any anomaly other than blocking or minor:

-handling time: 6 working hours

-resolution time: 5 working days

4.3.Plusmo provides the Customer with a technical support service to act as a point of contact for any difficulties or questions of a technical nature. This service is accessible during working hours from the following e-mail address: smsnoc@plusmobile.com .

4.4.Plusmo may not be held liable for any failure to comply with the provisions of articles 4.1 and 4.2 of the General Terms and Conditions, due exclusively to a failure in the availability levels of mobile telephone operators or a failure in their technical support.

5.UPDATES - MAINTENANCE  

5.1.Plusmo expressly reserves the right to modify, for improvement purposes, at any time during the term of the Contract, all or part of the APIs applicable to the subscribed Services and, where applicable, the applicable Technical Documentation.

In the event of such modification of the applicable Technical Documentation, Plusmo will inform the Customer by e-mail, forwarding the new applicable Technical Documentation. The Customer undertakes to implement the instructions as explained in the new applicable Technical Documentation within a period of one month following the transmission by Plusmo to the Customer of the new applicable Technical Documentation.

5.2.Plusmo undertakes to do its utmost to ensure that maintenance operations and updates are carried out preferably between 00:00 and 05:00 (mainland France time) and, insofar as possible, when they lead to suspension of the Service, to give prior notice to the Customer.

6.PRICES - INVOICING - PAYMENT  

6.1. In return for access to and use of the Services by the Customer, the latter undertakes to pay Plusmo :

-a Service set-up fee, payable as soon as Plusmo has been able to connect the API(s) applicable to the Services subscribed to its information system, the amount of which is detailed in the Order Form applicable to the Services subscribed to;

-the price of each monthly subscription in relation to each API applicable to the subscribed Services, which is due from the beginning of each month of use of the Services and the amount of which is detailed in the Order Form applicable to the subscribed Services;

-the price of each request made to Plusmo by the Customer in connection with the use of the Services, which is due at the end of each request and the amount of which is detailed in the Order Form applicable to the Services subscribed to. The rates set out in each Order Form are expressed in euros and exclusive of tax. Where applicable, value-added tax, which will be borne by the Customer, is applied to the price exclusive of tax and detailed on each invoice sent to the Customer.

6.2.Plusmo will issue a monthly invoice detailing the amounts due by the Customer under article 6.1 of these General Terms and Conditions. The Customer undertakes to pay each invoice in a single instalment, by bank transfer to the bank account designated by Plusmo in each invoice, within 30 days of the date of issue of the invoice.

6.3.Plusmo reserves the right to modify during the execution of the Contract the amount of the price of each monthly subscription as well as the price of each request, in particular to take into account a modification of the tariffs of the mobile telephone operators or of its own suppliers, subject to informing the Customer at least two months before the entry into force of the tariff modifications.

6.4.In accordance with the provisions of article L. 441-6 of the French Commercial Code, any delay in the payment of sums due by the Customer may result in the application of late payment penalties corresponding to the rate applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points. In addition, in accordance with the provisions of article D. 441-5 of the French Commercial Code, any delay in the payment of sums due by the Customer may result in the application of a flat-rate penalty of 40 euros, without prejudice to any collection costs that the Customer may incur.

Furthermore, in the event of late payment of sums due by the Customer, Plusmo reserves the right, in accordance with article 3.3. of the present General Terms and Conditions, to immediately suspend the execution of the Services until full payment has been made by the Customer, without Plusmo being held liable in this respect and without the Customer being entitled to claim a credit note or a refund.

7.DURATION - TERMINATION

7.1.The Contract comes into force between the Parties from the date of countersignature by Plusmo of the Order Form previously completed and signed by the Customer, and continues thereafter for an indefinite period. Either Party may terminate the Contract at any time during its performance, subject to giving 3 months' notice. Termination will thus take effect at the end of the aforementioned 3-month period following receipt or first presentation of a registered letter with acknowledgement of receipt in which one Party has expressed to the other Party its wish to terminate the Contract.

7.2.As an exception to the foregoing, either Party may terminate the Contract without the aforementioned 3-month notice period in the case provided for in article 2.3 of these General Terms and Conditions, or in the event of failure by the other Party to comply with one of its essential obligations under the Contract. It is understood that the Customer's essential obligations under the Contract include those set out in articles 3, 6.2, 9 and 10 of these General Terms and Conditions. Subject to the provisions of articles 3.2. and 3.3. of these General Terms and Conditions, termination for breach shall be effective ipso jure and without any further formality 30 days after receipt or first presentation to the defaulting Party of a formal notice sent by registered mail with acknowledgement of receipt, which has remained without effect within the aforementioned 30-day period.

7.3.It is understood between the Parties that any termination of the Agreement, in accordance with the provisions of Article 12 of the Agreement, will have the effect of terminating the Contract on the same date as the effective date of termination of the Agreement, automatically and by operation of law.

7.4. In the event of termination of the Agreement, for any reason whatsoever, all sums remaining due by the Customer on the effective date of termination shall become immediately payable, without prejudice to any damages that may be due to Plusmo.

8.LIABILITY  

8.1.The Customer acknowledges that the queries he makes when using the Services are based on his own data collected from his customers and prospects, so that Plusmo may in no way be held liable for any failure of the Services or for any irrelevant results provided by the Services which may be due to an inaccuracy, a lack of completeness or a non-conformity of the data on which a query made by the Customer is based.

8.2.The Customer acknowledges that the requests made by the Customer in the context of the use of the Services make it possible to question the mobile telephone operators with regard to the data collected by these operators, so that Plusmo does not give any guarantee to the Customer with regard to this data, in particular with regard to its accuracy, Plusmo can in no way be held responsible for any failure of the Services or for any irrelevant result provided by the Services due to the inaccuracy, incompleteness or non-conformity of the data provided by the mobile telephone operators.

8.3.The Customer remains solely responsible for the interpretation and use of the results provided by the Services, as well as for the actions he/she takes on the basis of these results in the context of his/her professional activity. Plusmo may in no way be held liable for any direct or indirect damage suffered by the Customer as a result of the interpretation and use of the results provided by the Services, such as operating loss, loss of customers, loss of opportunity, loss of contract or financial loss.

8.4. Plusmo may only be held liable for direct damage demonstrated by the Customer and resulting directly and exclusively from failure to comply with its obligations under the Contract. In the event of Plusmo being held liable for any reason whatsoever under the Contract, its liability shall in any event be limited to the amount actually paid to it by the Customer in respect of the Service in question during the last 12 months preceding the event justifying its liability. The present clause limiting liability shall not apply in the event of gross negligence or fraud on the part of Plusmo and/or personal injury suffered by the Customer.

9.INTELLECTUAL PROPERTY  

9.1 The Services and the APIs implemented as part of the execution of the Services may be protected by copyright in accordance with the provisions of the French Intellectual Property Code. Plusmo remains the owner of such copyrights and the conclusion of the Contract does not imply any transfer of these copyrights to the Customer. Consequently, the Services and APIs implemented as part of the performance of the Services may not under any circumstances be reproduced, represented, lent, exchanged, sold, distributed or transmitted, even partially, by the Customer, with the exception of cases expressly authorized by law or provided for in the Contract.

9.2Without prejudice to the foregoing stipulations, Plusmo grants the Customer a right to use the Services and APIs implemented as part of the execution of the Services exclusively under the conditions set out in the Contract and in particular in article 3.1. of these General Terms and Conditions. This right of use is granted in relation to each of the Services subscribed to by the Customer, on a non-exclusive, personal and non-transferable basis and for the duration of the Contract. The Customer shall refrain from using the Service for any purpose other than that expressly provided for in the Contract, and shall refrain from distributing, publishing, selling or exchanging with a third party, in any way whatsoever, the results provided by the Services.

9.3.The Customer undertakes not to reconstitute or attempt to reconstitute, from the results provided by the Services, a database intended to offer, directly or indirectly to a third party, whether free of charge or for consideration, the same service or a service comparable to the Services subscribed to.

9.4.More generally, the Customer undertakes not to infringe, either directly or indirectly, or through the intermediary of third parties with which it may be associated, the intellectual property rights held by Plusmo in respect of the Services and APIs implemented as part of the execution of the Services, as well as those of mobile telephone operators in respect of their own data and databases.

9.5.The Customer authorizes Plusmo to use its logo as well as its corporate name and trade name for the sole purpose of executing the Contract as well as on a list of customer references used by Plusmo on its website and in its commercial documentation.

10.CONFIDENTIALITY

10.1.The Parties shall consider as "Confidential Information" under the Contract all information and data exchanged in writing between the Parties prior to and during the performance of the Contract, whether or not such information and data have been expressly designated as confidential when communicated by the disclosing Party to the receiving Party. As an exception to the foregoing, Confidential Information shall not include information which (i) has fallen or would fall into the public domain independently of any fault on the part of the receiving Party, (ii) would be developed independently by the receiving Party without recourse to Confidential Information, (iii) would be known to the receiving Party before the other Party discloses it to it, (iv) would legitimately be received from a third party not subject to an obligation of confidentiality with respect to the disclosing Party, or (v) would be required to be disclosed to a third party by law or by order of a court or administrative authority (in which case it shall only be disclosed to the extent required and after written notice to the disclosing Party).

10.2.Each Party undertakes to keep confidential all Confidential Information it receives from the other Party, and in particular i) not to disclose Confidential Information communicated to it by the other Party to any third party whatsoever, ii) to allow access to and use of the Confidential Information only to its duly authorized personnel or agents for the sole purpose of performing the Agreement, and iii) to use the Confidential Information only for the purpose of exercising its rights and fulfilling its obligations under the Agreement.

10.3.The obligations of the Parties with respect to the Confidential Information shall remain in force for the duration of the Contract and for a period of five (5) years after its termination. At the end of this period, each of the Parties shall cease all use of the Confidential Information for any purpose whatsoever and shall destroy all copies of documents and media containing the Confidential Information of the other Party, at the latter's request.

11.PERSONAL DATA

11.1.Plusmo and the Customer generally undertake to comply with the regulations in force applicable to the processing of personal data and, in particular, with Regulation of Article 28 of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 , the Florida Information Protection Act (FIPA – 2014) and the argentinian law Ley n° 25 326 – “Ley de Protección de los Datos Personales” (2000) y su decreto 1558/2001

11.2.In the performance of the Contract, Plusmo acts as a processor and the Customer as a controller in respect of personal data of the Customer's customers or prospects. The contractual obligations of the Parties in this context are defined by the Agreement.

11.3.As part of the performance of the Agreement, Plusmo may also be involved as a data controller in respect of certain personal data relating to the Customer's managers and employees.

Plusmo has drawn up a personal data protection policy, which is attached as Appendix I to these General Terms and Conditions, the purpose of which is to provide the persons concerned in this context with important information on the way in which Plusmo processes their personal data, and on the way in which the persons concerned may exercise their rights. The Customer declares that he has read and accepted this document and that he has informed his managers and employees of its contents.

12.FORCE MAJEURE

12.1.Neither Party may hold the other liable if performance of the Contract is delayed or prevented due to force majeure.

12.2.The Party prevented by an event of force majeure must inform the other Party in writing as soon as the said event of force majeure occurs. It will take all measures to limit the consequences and duration of the case of force majeure. Unless otherwise agreed between the Parties, the obligations of each Party affected by the case of force majeure will be suspended from the date of such notification.

If a case of force majeure affecting the obligations of the Parties under the Contract continues for more than one month following such notification, either Party may freely terminate the Contract by sending the other Party a registered letter with acknowledgement of receipt.

‍14.MODIFICATION OF TERMS AND CONDITIONS

Plusmo reserves the right to modify the General Terms and Conditions applicable to the Customer at any time during the performance of the Contract, in particular, but without limitation, in order to adapt them to changes in its offers or due to legal or regulatory constraints.  ​

In such a case, Plusmo will inform the Customer by e-mail at least 30 days before the effective date of the modification of the General Terms and Conditions. In the event that the Customer does not accept this modification, he may terminate the Contract by simple notification by e-mail sent to Plusmo, subject to a maximum period for sending this notification of 10 days before the effective date of the modification to the General Conditions. In the absence of a response from the Customer within 20 days of Plusmo sending the e-mail informing the Customer of the modification to the General Terms and Conditions, the said modification will be deemed to have been accepted by the Customer and will apply ipso jure without any further formality being required.

15.ELECTRONIC SIGNATURE

In application of articles 1366 and 1367 of the French Civil Code, the Parties expressly accept that the Order Form and any document constituting the Contract may be signed electronically, and to do so, use the electronic signature software published and implemented by a certified electronic signature service provider.  

The Parties acknowledge that the electronic signature generated by such a service provider has the same probative force as a handwritten signature on paper and will constitute legally admissible proof of the Parties' intention to be legally bound. The Parties waive any claim they may have against each other as a result of the use of said electronic signature software.

16.APPLICABLE LAW - JURISDICTION  

The Contract is governed by law of Florida.  

In the event of a dispute relating to the conclusion, interpretation, performance or termination of the Contract, the Parties agree that they will attempt to settle the dispute amicably. To this end, the Party believing that a dispute exists shall send the other Party a registered letter with acknowledgement of receipt in which its grievances shall be exhaustively listed. If the Parties fail to reach an agreement within one month of receipt or first presentation of such a letter, the dispute will be submitted to the exclusive jurisdiction of the competent courts in Florida, including in the event of multiple defendants, third-party claims or summary proceedings.