www.guideflow.com

contact@guideflow.com

BETWEEN:

Orthogonal Networks, Inc. d/b/a “Jellyfish”

A Delaware corporation having its head office located at 225 Franklin Street, Suite 2000, Boston, MA 02110 Represented by Jessica Marino, its Controller, who warrants that he/she is duly authorized for the purposes herein set out, Hereinafter referred to as the “Client” or “Jellyfish” On the one hand

AND

SAASFLOW OÜ, on behalf of its GUIDEFLOW brand

An Estonian private limited company registered under number 16 834 664 with the Registry of Trade and Companies of Estonia Domiciliated at Harju maakond, Tallinn, Kesklinna linnaosa, Jõe tn 3-305, 10151 and having its head office located at 92, avenue Charles de Gaulle, 92522 Neuilly-sur-Seine Cedex, France

Represented by Geoffroy d’Halluin, its President, who warrants that he is duly authorized for the purposes herein set out,

Hereinafter referred to as the “Service Provider” or “GUIDEFLOW” On the other hand hereinafter individually or collectively referred to as a "Party" or the "Parties"

1. Purpose

GUIDEFLOW (“GUIDEFLOW”) is a brand powered by SAASFLOW. GUIDEFLOW offers its clients an interactive demo software. GUIDEFLOW can be contacted at the following e-mail address:

contact@guideflow.com

The services are accessible to its users in a « Software as a Service » (SaaS) mode through the GUIDEFLOW platform available at http://app.guideflow.com (the “Platform“).

1. Identification of the company

SAASFLOW OÜ is an Estonian private limited company registered under number 16 834 664 with the Registry of Trade and Companies of Estonia, domiciliated at Harju maakond, Tallinn, Kesklinna linnaosa, Jõe tn 3-305, 10151 and having its head office located at 92, avenue Charles de Gaulle, 92522 Neuilly-sur-Seine Cedex, France.

2. Purpose

GUIDEFLOW (“GUIDEFLOW”) is a brand powered by SAASFLOW. GUIDEFLOW offers its clients an interactive demo software. GUIDEFLOW can be contacted at the following e-mail address: contact@guideflow.com The services are accessible to its users in a « Software as a Service » (SaaS) mode through the GUIDEFLOW platform available at http://app.guideflow.com (the “Platform“).

The services offered by GUIDEFLOW on the Platform (the "Services") are accessible via:

● standard offers as described on the Platform (“Standard offers”),

● a customized offer made on the basis of a quotation (the “Customized offer”).

3. Information about the terms and conditions

The purpose of these general terms and conditions and, where applicable, the quotation(s) attached thereto (the "Quotation") is to define the terms and conditions for the provision of the Services to the client, as identified in said Quotation (the "Client") where applicable, and to define the rights and obligations of the parties in this context. These general terms and conditions (the “Terms and Conditions”), and, where applicable, the Quotation, constitute an indivisible contractual whole (the "Contract"), to the exclusion of any other special terms

and conditions or general terms and conditions of the Client that have not been expressly approved by GUIDEFLOW. In the event of contradiction, the provisions of the Quotation shall prevail over those of the Terms and Conditions.

4. Conditions for access to the Services

The Services are provided to Clients who comply with the following cumulative conditions:

(i) The Client is a natural person with full legal capacity, or a legal person acting through a natural person

who has the power or authority to enter into a contract in the name and on behalf of the Client;

(ii) The Client is a professional, understood as any individual or legal entity acting for business purposes, including when acting in the name of or on behalf of another professional, and in particular, acting in the retail services.

5. Subscription of the Services

The Services are accessible through the Platform. The Client subscribes to the Services on a subscription basis (the "Subscription").

5.1. In case of Standard offers’ Subscription via the form on the Platform To subscribe to the Services, the Client fills in the form available on the Platform. The Client must provide

all information marked as mandatory. Any incomplete registration will not be validated. Use of the Services and the Platform are governed by these Terms and Conditions.

Registration automatically entails the opening of an account in the Client’s name (the "Account") which allows them to access to the Services by using their login and password.

5.2. In case of Customized offers‘ Subscription

To subscribe to the Services, the Client shall contact GUIDEFLOW directly by booking a call via the online calendar application provided by GUIDEFLOW on its Platform, or by using the contact details indicated at the article “Identification of the company “. This is the Client's responsibility to provide GUIDEFLOW with the relevant information and documents to enable it to identify its needs and expectations. GUIDEFLOW will then analyze the Client's needs and will draw up one or more Quotations on this basis. Unless otherwise stated, any Quotation issued by GUIDEFLOW is valid for 30 days from its issuance. If the Client fails to validate it within this period, it shall lapse. The Client which wishes to order the Services must validate the corresponding Quotation within the above period, by any useful written means and in particular by email. Acceptance of these Terms and Conditions is evidenced by the validation of a Quotation. Any validation of a Quotation, whether expressed or implied, implies full acceptance of these Terms and Conditions, in their version in force at the date of the Quotation concerned. Any acceptance subject to a reservation shall be considered null and void. GUIDEFLOW shall open an account on behalf of the Client (also the "Account").

6. Implementation of the Services

6.1 Parameterization of the Services

GUIDEFLOW shall proceed to the parameterization of the Services, it being understood as its customization and the implementation of the functionalities selected by the Client in accordance with the Subscription. At the end of this period, the Client shall control its operational access to the Platform and shall validate its access to the Services.

In the absence of notice from the Client, the Client shall be deemed to have validated access to the Platform and the Services.

6.2 Selection of the Users and access to the Platform

After having validated its access to the Platform, as set out in the above terms, the Client opens an account in its name on the Platform, which enables it to manage its use of the Services via the Platform (the "Client Account"). Once the Client Account has been created, it is the Client's responsibility to:

● allow users (the “Users”) to benefit from the Services directly through the Client Account, within the limit of the maximum number of Users set out in the Subscription;

● to appoint among the Users one or more who will be in charge of the administration of the Platform (the “Administrators”)

The Client is solely responsible for creating access for Users, for setting their access rights and for their personal use of the Platform.

Users access the Services by opening on the Platform an account linked to the Client Account (the “User Accounts”).

The Client is solely responsible for the maintenance by Users of the confidentiality of their login ID and/or passwords. The Client undertakes to ensure that the Users do not allow any third party to use them in their place or on their behalf, unless accepting full responsibility for the consequences. It expressly acknowledges that any use of the Services with these login ID will be deemed to have been made by the corresponding Users.

The Client undertakes to contact GUIDEFLOW without delay, by any written means including email, if it appears that a User Account has been used without the knowledge of its User.

When User Accounts have been opened, Users have access to a personal space which enables them to manage their use of the Platform and the Services. A technical documentation dedicated to the use of the Services is accessible on the Platform.

7. Description of the Services

7.1. Services

Before subscribing, the Client acknowledges having read the characteristics of the Services on the Platform. The Client recognizes:

● to be aware of the characteristics and constraints of the Services, in particular the technical ones,

● that the implementation of the Services requires a connection to the internet and that the quality of the Services depends on this connection, for which GUIDEFLOW is not responsible.

Any request to modify the subscribed Services must be the subject of an additional Subscription, or additional Quotation if applicable.

7.2. Additional Services

(i) Maintenance

The Client benefits from maintenance, in particular corrective and evolutive maintenance, for the term of use of the Platform. In this context, access to the Platform may be limited or suspended provided Client is provided no less than five (5) days notices of any scheduled maintenance and that GUIDEFLOW uses best efforts to schedule such maintenance during periods that are not during Client’s normal business hours.

Concerning corrective maintenance, GUIDEFLOW shall make its best efforts to provide the Client with corrective maintenance to correct any malfunction or bug found on the Platform.

Concerning the evolutive maintenance, the Client benefits during the term of use of Platform from an evolutive maintenance, which GUIDEFLOW may carry out automatically and without prior notice, and which includes improvements of the functionalities of the Platform and/or technical facilities used within the framework of the Platform (aiming at introducing minor or major extensions). Access to the Platform may also be limited or suspended for planned maintenance purposes, which may include the above-mentioned corrective and evolutionary maintenance operations.

(ii) Hosting

GUIDEFLOW provides, under the terms of an obligation of means, the hosting of the Platform, as well as the data produced and/or entered by/on the Platform, in compliance with trade practices and industry standards, on its servers or through a professional hosting provider.

(iii) Technical support

GUIDEFLOW also provides technical support, consisting in assistance and advice to the Client in the use of the Services. GUIDEFLOW technical support can be reached at the following address:

contact@guideflow.com or can be reached directly via the chatbot provided for this purpose and accessible on the Platform.

The Client shall attempt to provide as much information as possible, including regarding the difficulties encountered and the circumstances in which they occurred, such as to enable GUIDEFLOW to characterize the incident.

8. Duration and termination of the Services

8.1 Concerning the Standard offers

The Subscription to a Standard offer is taken out for the period indicated on the Platform (monthly or yearly depending on the Subscription).

The Subscription will not automatically renew for successive periods and may only be renewed upon the mutual written agreement of both parties (any mutually agreed upon period together with the initial period the "Subscription Periods").

Termination of the Subscription shall be effective at the end of the last Subscription Period in progress. Any Subscription Period started shall be due in full. The Client has no longer access to its Client Account once the Services have ended.

8.2 Concerning the Customized offer

The Subscription of a Customized offer is taken out for an initial period specified in the Quotation, which starts from the date of the beginning of the subscription indicated in the Quotation. Unless otherwise provided in the Quotation, the Subscription will not automatically renew for successive periods and may only be renewed upon the mutual written agreement of both parties (any mutually agreed upon period together with the initial period the "Subscription Periods"). Termination of the Subscription shall be effective at the end of the last Subscription Period in progress.

Any Subscription Period started shall be due in full.

The Client has no longer access to its Client Account once the Services have ended.

9. Financial conditions

9.1. Prices and payment terms

9.1.a. In case of subscription to a Standard offer

a) Subscription price

The price is indicated on the Platform and is expressed in dollars and tax excluded (provided Client is not responsible for taxes on GUIDEFLOW’s income, property or personnel).

b) Invoicing and payment terms

Invoicing and payment are implemented via the Payment Service Provider following the Subscription. The Client warrants to GUIDEFLOW that is has the necessary authorizations to use this method of payment.

9.1.b. In case of subscription to a Customized offer

a) Subscription price

The price of the Subscription is indicated on the Quotation.

b) Invoicing and payment terms

The invoicing terms are specified in the Quotation. Unless otherwise agreed by the parties, invoices shall be sent to the Client on a monthly basis by any means and shall be paid by bank transfer within 30 days from their receipt.

9.2. Payment delays and incidents

In the event of default or delay in payment that is not subject to a good faith dispute notified in writing by the Client within 10 business days of the invoice date, GUIDEFLOW reserves the right, from the day

after the due date specified on the invoice to :

● declare all sums owed by the Client due to GUIDEFLOW to be in arrears and immediately payable,

● immediately suspend the Services in progress until full payment of the amounts due,

● invoice for its benefit an interest on arrears equal to 3 times the legal interest rate, based on the amount of the sums not paid on the due date and a fixed indemnity of 40 dollars for recovery, without prejudice to additional compensation if the recovery actually incurred exceed this amount.

10. Agreement of proof

The Client expressly acknowledges and accepts that the data and information collected on the Platformand GUIDEFLOW's computer equipment:

(i) are proof of the reality of the operations carried out in the context of the Terms and Conditions,

(ii) constitute the principal means of proof accepted between the parties.

11. Client's obligations and liability

Without prejudice to other obligations set out herein, the Client undertakes to comply with the following obligations:

11.1. Concerning the provision of information

The Client undertakes to provide GUIDEFLOW with all documents, elements, data and information necessary for the performance of the Services. More generally, the Client undertakes to cooperate actively with GUIDEFLOW and in particular with its dedicated staff for the proper execution of the present Terms and Conditions.

The Client acknowledges that it has received from GUIDEFLOW, prior to its Subscription, all necessary guidance, instructions and details to subscribe with full knowledge to the Subscription, or to the Quotation if applicable, that it is therefore fully acquainted with the features and functionalities of the

Platform and the Services, and that it has, prior to its Subscription, sufficiently discussed with GUIDEFLOW to ensure that the provision of the Platform in a SaaS mode fulfills its expectations, needs and constraints.

The Client undertakes to inform the Users of the existence of the Services, as well as to provide them with any information they need for enabling them to access and use the Services properly.

11.2. Concerning the Account

The Client :

● guarantees that the information provided in the form is accurate, in all material respects, and undertakes to keep it up to date,

● acknowledges that this information is proof of their identity and is binding as soon as it is validated,

● is responsible for maintaining the confidentiality and security of their login and password. Anyaccess to the Platform using their username and password is deemed to be made by them. The Client must contact GUIDEFLOW immediately using the contact details set out in the "Identification of the company” article if the Client becomes aware that its Account has been used without its knowledge. The Client acknowledges that GUIDEFLOW shall have the right to take any appropriate action in such a case.

The Client is solely responsible for creating access for Users and for setting their access rights. In the event of a breach by one of the Users of the obligations set out herein, GUIDEFLOW reserves the right to cut off the User's access to its (or their) Account(s) without delay from the time the said breach is

established.

11.3. Concerning the use of the Services

The Client undertakes, in its use of the Platform and the Services, to comply with applicable laws and regulations in force and not to violate public order or knowingly infringe the rights of any third party. It undertakes to ensure the Users comply with the obligations set out in these Terms and Conditions. The Client is responsible for its use of the Services and any information it shares in connection therewith. The Client is also responsible for the use of the Services and any information shared by Users. The Client agrees that the Services will be used exclusively by itself and/or Users, which are subject to the same obligations as the Client in its use of the Services. The Client warrants GUIDEFLOW against any misuse, non-compliant or illicit use of the Platform and the Services by the Users, including against any breach of the applicable laws and regulations in force. The Client is thus solely responsible for the implementation of any process intended to prevent or repair such acts. The Client is solely responsible for successfully completing all necessary administrative, tax and/or social

formalities, as well as for the payment of contributions and taxes of all types concerning them that could result from the use of the Platform and the Services. Consequently, the Client may not under any circumstances seek the liability or guarantee of GUIDEFLOW in this respect. The Client is solely responsible for its use of the Platform and the Services, including: (i) the use of the Platform and the Services by the Users themselves, for whom it acts as guarantor, as well as (ii) the relations that may rise between the Client, the Users and any third-parties, including any disputes oblitigations in the context of the use of the Platform and the Services. GUIDEFLOW shall in no case be held liable in this respect.

Besides, it is the Client’s responsibility to alert GUIDEFLOW of any attack, potential threat or attempted intrusion by third parties into the User Accounts. The Client undertakes to comply with the applicable laws when using the Services. The Client shall not knowingly misuse the Services for purposes other than those for which they were designed, and in particular for:

● practice illegal or fraudulent activity,

● harm public order and morality,

● infringe on third parties or their rights in any way whatsoever,

● violate any contractual, legislative or regulatory provision,

● carrying out any activity that may interfere with a third party's computer system, in particular for

the purpose of violating its integrity or security,

● carry out any operation aimed at promoting its services and/or sites or those of a third party,

● assist or incite a third party to commit one or more of the acts or activities listed above.

The Client shall use the Services in accordance with its intended purpose and shall not:

● disassemble, decompile or reverse engineer the Platform,

● copy, modify or misappropriate any of the GUIDEFLOW’s property or concepts used by the

GUIDEFLOW in connection with the Services,

● adopt any conduct that interferes with or hijacks the GUIDEFLOW’s computer systems or

breaches its computer security measures,

● infringe the GUIDEFLOW’s financial, commercial or moral rights and interests,

● give any third party (other than Users) access to the Platform for any reason whatsoever,

● market, transfer or otherwise provide access to the Services, the information hosted on the

Platform or any of the GUIDEFLOW property.

The Client is solely responsible for the contents of whatever nature (editorial, graphic, audio, audiovisual or otherwise) that are published by and/or exchanges between the Users, in the context of their use of the Platform and the Services (the "Contents"). The Client warrants GUIDEFLOW that it has all the necessary rights and authorizations for the publication

of these Contents. The Client undertakes to ensure that said Contents are legal, do not disrupt public order, are not contrary to accepted standards of public decency, do not, to Client’s knowledge, infringe any third-party’s rights or any legal provision and/or regulation and more generally, are in no way likely to bring the civil or criminal liability of GUIDEFLOW into play.

The Client undertakes to refrain from disclosing, including but not limited to:

● Content that is pornographic, obscene, indecent, shocking or unsuitable for a family audience,

defamatory, slanderous, or of a violent, racist, xenophobic or revisionist nature,

● Counterfeiting Content,

● Content that is detrimental to the image of any third party,

● Content that is knowingly false, misleading or proposing or promoting unlawful, fraudulent or

misleading activities,

● Content that could harm a third party's computer system (such as viruses, worms, Trojan horses,

etc.),

● More generally, any Content that it knows is likely to infringe on the rights of others or cause harm to others in any manner or form.

The Client undertakes not to commercialize, assign, grant or transfer all or part of its access to the Platform and the Services or to the information that is hosted and/or shared on the Platform except for a permitted assignment set forth herein.

The Client indemnifies GUIDEFLOW against any third party claim and/or action that may be brought against it as a result of the breach of any of the Client's or Users’ obligations. The Client shall indemnify GUIDEFLOW for any loss suffered and reimburse GUIDEFLOW for any sums it may have to bear as a result. GUIDEFLOW shall give Client prompt written notice of the claim and the right to conduct the defense and settlement of the claim provided Client will not settle any claim without GUIDEFLOW’s prior written consent (such consent not to be unreasonably withheld).

12. Obligations and liability of GUIDEFLOW

GUIDEFLOW undertakes to provide the Services and Platform with diligence and in compliance with trade practice, specifying that it has an obligation of means, but without any obligation of result, this being expressly acknowledged and agreed by the Client. GUIDEFLOW represents, warrants and covenants that (a) when used as permitted hereunder the

Services and Platform will not infringe, misappropriate or otherwise violate that intellectual property rights of any person or entity (b) the Services and Platform do not and will not contain any harmful computer code, viruses, worms, open source code, time-bombs, disabling features, tracking devices, trap doors, or code that will enable access to the Client’s systems code, files, scripts, agents or programs intended to do harm, including without limitation Trojan horses, malware, vulnerabilities, advanced persistent threats, exploits, code injections and targeted attacks and (c) the Services and Platform will comply with and be performed in accordance with all applicable laws and regulations. GUIDEFLOW

indemnifies Client against any third party claim and/or action that may be brought against it as a result of the breach of any of the GUIDEFLOW obligations. GUIDEFLOW shall indemnify Client for any loss suffered and reimburse Client for any sums it may have to bear as a result. Client shall give GUIDEFLOW prompt written notice of the claim and the right to conduct the defense and settlement of the claim provided GUIDEFLOW will not settle any claim without Client’s prior written consent (such consent not

to be unreasonably withheld). GUIDEFLOW undertakes to use the documents, elements, data, information and Content provided to it by the Client only for the purposes set out herein and to maintain all such documents, elements, data, information and Content in strict confidence.

GUIDEFLOW guarantees to the Client the full and quiet possession of the rights granted on all content on which GUIDEFLOW holds rights against all disorders, actions, claims or evictions of any kind. GUIDEFLOW shall not be held responsible for decisions taken by the Client or by any third party appointed by the Client, including Users and/or Administrators, which contravene these Terms and Conditions.

GUIDEFLOW undertakes to carry out regular checks to verify the operation and accessibility of its Platform. In this respect, GUIDEFLOW reserves the right to temporarily interrupt access to its Platform for maintenance purposes.

However, GUIDEFLOW shall not be liable for any temporary difficulties or impossibility of access to the

Services due to:

● circumstances outside its network (and in particular the partial or total failure of the Client's

servers);

● the failure of equipment, cabling, services or networks not included in the Services or which are

not under its responsibility;

● the interruption of the Services due to telecom operators or Internet access providers;

● force majeure.

GUIDEFLOW is responsible for the operation of its servers, the external limits of which are constituted by the connection points.

GUIDEFLOW does not offer any service level guarantees for the Platform. However, GUIDEFLOW makes its best efforts to maintain access to the Platform 24 hours a day, 7 days a

week, except in the event of scheduled maintenance under the conditions defined in the "Maintenance" article or in the event of force majeure. GUIDEFLOW shall implement and maintain a business continuity management program designed to ensure its ability to provide access to, and to support the Services. GUIDEFLOW shall (i) maintain backup

and redundant systems that are located in a secure location different from the primary system location; and (ii) establish and maintain procedures for transmitting backup data and systems to the backup

location.

The Client accepts that except as set forth herein the Services are provided by GUIDEFLOW on an "as is" basis and without warranty of any kind, express or implied. GUIDEFLOW does not warrant to the Client

(i) that the Services, which are subject to constant research to improve performance and progress, will be completely free from errors, defects or deficiencies, (ii) that the Services, being standard and not offered solely for the Client's own personal requirements, will specifically meet the Client's needs and expectations. GUIDEFLOW acts as a hosting provider for the Content that the Client puts online. Consequently, it is not responsible for this Content. If GUIDEFLOW receives a notification concerning an illicit Content, it will act promptly to remove it or make it impossible to access, and it may take the measures described in the article "Sanctions in case of breach".

GUIDEFLOW shall use its best efforts to ensure the security of the Platform and to maintain the confidentiality of the data collected, produced and exchanged by the Users, the Client Account and the User Accounts. GUIDEFLOW shall ensure the exclusivity of the Users’ access to their User Accounts and shall refrain from communicating their content to any third-party. However, GUIDEFLOW cannot be held responsible for any lack of vigilance or security by the Users in the preservation of their login ID and

password. In the event that GUIDEFLOW learns or has reason to believe that Content has been disclosed or accessed by an unauthorized party, or that there has been any other prohibited use of the Content, GUIDEFLOW will immediately give notice of such event to Client.

13. Sanctions in case of breach

Either party may terminate this Contract and the Subscription as the case may be if the other party: (a) defaults in the performance of any of its material obligations hereunder, which default is incapable of cure or, if capable of cure, has not been cured within thirty (30) days after the defaulting party receives written notice of such default (or such additional cure period as the non-defaulting party may authorize); or (b) ceases doing business in the ordinary course, becomes or is declared insolvent or bankrupt, is the subject of any proceeding relating to its liquidation or insolvency (whether voluntary or involuntary) which is not dismissed within sixty (60) days, or makes an assignment for the benefit of creditors. All

provisions of this Contract that are reasonably intended to survive the termination or expiration of the Contract shall survive. The payment of the price of the Services as well as the obligations set out in the article "Obligations and liability of the Client" are essential obligations towards GUIDEFLOW (the “Essential Obligations”). In the event of a breach of these Essential Obligations (beyond the applicable notice and cure period described above), GUIDEFLOW may:

- suspend or remove the Client and/or User’s access to the Services,

- notify and cooperate with any competent authority and provide it with any information

relevant to the investigation and prosecution of illegal or unlawful activities,

- initiate any legal action.

These sanctions are without prejudice to any damages that GUIDEFLOW may claim from the Client. In the event of termination by Client due to GUIDEFLOW’s breach, Client shall be entitled to a pro rata refund of all prepaid, unused fees (i.e. paid in advance for the balance of the unexpired Subscription Term).

14. Intellectual property

14.1 GUIDEFLOW’s intellectual property

The systems, software, structures, infrastructures, databases and content of any kind (texts, images,visuals, music, logos, brands, databases, etc.) used by GUIDEFLOW within its Platform and Services are protected by all intellectual property rights or database producers' rights in force. Any disassembly,decompilation, decryption, extraction, reuse, copying and, more generally, any act of reproduction, representation, dissemination and use of any of these elements, in whole or in part, without the authorization of GUIDEFLOW is strictly prohibited and may be subject to legal proceedings. The license that GUIDEFLOW grants to the Client does not entail any transfer of ownership. The Client, and the Users, benefit from a non-exclusive and non-transferable license in SaaS mode to use the Platform and the Services for the duration set out in the article "Duration and termination of the Services”.

The Client shall refrain from and ensure that Users, as defined in these Terms and Conditions, shallrefrain from:

● reproduce, arrange, adapt all or part of the Platform;

● proceed with any form of commercial exploitation of the Platform with third parties;

● transferring, providing, lending, renting the Platform, granting sub-licences or other rights of use, or more generally, communicating all or part of the Platform to a third party or an affiliated company.

● integrate all or part of the Platform into any computer system or any other software solution other than those provided for in these Terms and Conditions.

● to transmit the Platform by remote transmission, to put it on a network, in particular on the Internet, outside the Platform, or to distribute it in any other form, without the prior written

authorization of GUIDEFLOW.

14.2 Intellectual property of the interactive demo or guide

The Client owns all of its Content as well as the interactive demo or guide created on the Platform. The Client is therefore free to use them, in particular for commercial purposes.

The Client, and the Users, are granted a non-exclusive, non-transferable SaaS license to use the Platform and the Services for the duration specified in the article "Duration and termination of the Services". Furthermore, the Client acknowledges that it may be difficult to remove interactive demo or guide from social media channels and sharing websites (such as Facebook, Instagram, YouTube, etc.) that Client has elected to display the demo or guide from and agrees that such interactive demo or guide may remain

on social media channels and sharing websites as originally published, provided that once these Terms and Conditions has come to an end, GUIDEFLOW does not republish or authorize others to republish such interactive demo or guide. The Client guarantees GUIDEFLOW in this respect.

15. Testimonials

The Client may also make testimonials regarding the Platform. Therefore, the Client agrees that GUIDEFLOW may:

- broadcast the testimonials free of charge on the Platform and on any other French or foreign websites, published by any companies with which GUIDEFLOW has agreements, by any means and on any media, for the purpose of promoting the Platform,

- translate the testimonials into any language,

- modify (in particular the framing, format and colors) and/or adapt the testimonies (in particular to the technical constraints of the Platform (alterations or degradations in their quality).

16. Confidentiality

Each party undertakes to keep strictly confidential all documents and information of a legal, commercial, industrial, strategic, technical or financial nature relating to the other party or held by it which comes to its knowledge in connection with the conclusion and performance of these Terms and Conditions and not to disclose them without the prior written consent of the other party. This obligation does not extend to documents and information:

(i) of which the party receiving them was already aware.

(ii) which were already public at the time of their communication, or which would become

public without breach of these Terms and Conditions

(iii) which would have been lawfully received from a third party.

(iv) the communication of which is required by the judicial authorities, according to laws and regulations, or in order to establish the rights of a party under these Terms and Conditions.

(v) which is independently developed by the receiving party without use of the other party’s

confidential information. This obligation of confidentiality extends to all employees, collaborators, trainees, managers, and agents of each party as well as their affiliated counsel and co-contractors, to whom confidential documents or information may be transmitted only if they are bound by the same obligation of confidentiality as

provided herein. This obligation of confidentiality shall continue to apply for a period of 3 years from the expiration or termination of the Subscription, whatever the reason for the termination.

17. Personal data

17.1 General dispositions

As part of their contractual relations, each party shall undertake to comply with the applicable regulations on personal data processing and, in particular, the General Data Protection Regulation (regulation EU 2016/679 of the European Parliament and of the Council of 27 April 2016) and to the French Data Protection Act of 6 January 1978 (hereinafter referred together as the “Applicable Regulation”).

Each party processes personal data of the contact person(s) of the other Party involved in the performance of these Terms and Conditions, as controller within the meaning of the Applicable Regulation for the purpose of managing the contractual relations between the parties and for the duration of the Subscription. These processes are carried out for the execution of these Terms and Conditions and only identification data (in particular surname, first name, email address, telephone number) are processed by the parties.

Personal data are retained during the duration strictly necessary for the purposes of managing the business relationship between the parties. The staff of the party controller of the processing, its control services (notably auditor) and its processors could have access to personal data. The processing may result in the exercise by each party’s contact person(s) of their rights under the Applicable Regulation.

17.2 Processing of personal data by GUIDEFLOW as a data processor

The provisions relating to personal data processing carried out by GUIDEFLOW on behalf of the Client as part of the performance of these Terms and Conditions are set out in the Data Processing Agreement enclosed with these Terms and Conditions (Exhibit). Notwithstanding anything to the contrary in the Data Processing Agreement in the event that GUIDEFLOW has access to or acquires personal data in relation to this Contract, GUIDEFLOW acknowledges that upon any actual or suspected unauthorized use, access to, interception of, or acquisition of such personal data within GUIDEFLOW’s custody or control (a “Security Breach”), GUIDEFLOW must: (a) notify Client immediately; (b) investigate and cure the cause of such Security Breach or potential Security Breach; and (c) assist Client in investigating, remedying and taking any other action reasonably necessary in response to any Security Breach or potential Security Breach. Any decision to notify a third party of a Security Breach, including the timing, content and manner of any notification, shall be in Client’s sole discretion. GUIDEFLOW shall reimburse Client for any costs incurred by Client in connection with any notification or other obligations arising in connection with a Security Breach including the reasonable costs associated with (i) notifying affected individuals by mail or other means, (ii) providing credit reporting services in connection with such

notifications and (iii) Client legal fees related to such notifications

18. Audit

During the term of these Terms and Conditions, GUIDEFLOW may, at its own expense, no more than one time per twelve (12) month period and subject to giving the Client at least 30 days' notice by registered letter with acknowledgement of receipt, request an inspection at the Client's premises or at any other place that enables it to check the conditions under which the Platform is used, in particular the compliance of its use with the purpose of this license and, where applicable, compliance with the

number of authorized Users. It is expressly agreed between the parties that this audit may be carried out by GUIDEFLOW's internal auditors or by an external service provider of its choice, without the Client being able to object to this. The Client may, however, inform GUIDEFLOW of any reservations regarding the choice of auditor,

GUIDEFLOW retaining the decision whether or not to retain the auditor selected. The Client shall provide the auditor with access to its premises and any relevant documents for the

purposes of the audit, during normal working hours. GUIDEFLOW undertakes to comply with and to ensure that the selected auditor complies with the Client's requirements regarding access to its premises and confidentiality.

GUIDEFLOW shall send the Client a copy of the conclusions of its audit by any useful written means. The Client shall then have a period of 30 calendar days, upon receipt of this report, to send GUIDEFLOW any observations it may have. If an audit report reveals non-compliant use of the Platform by the Client, the latter undertakes to remedy this, at its own expense and as soon as possible, as well as to pay GUIDEFLOW all costs and fees incurred by the latter within the framework of the said audit, without prejudice to any damages and

interest.

19. Commercial references

Unless otherwise expressly stated in the Quotation or instructed to GUIDEFLOW by any useful written means, GUIDEFLOW will not use the Client’s name, brand, ord logo as commercial references, on any media and in any form whatsoever.

20. Force majeure

In accordance with the provisions of Article 1218 of the French Civil Code, no party may be held liable for a failure to perform its contractual obligations if such failure is due to an event beyond the control of the parties and constituting force majeure.

By force majeure, it is meant the occurrence of an event presenting the characteristics of unpredictability, irresistibility and exteriority to the parties usually recognized by the law and the French courts. This includes strikes, terrorist activities, riots, insurrections, wars, governmental actions, natural disasters or failure attributable to a third party telecommunication provider. The prevented party shall inform the other party as soon as possible, indicating the nature of the case of force majeure. The parties shall meet in order to determine together the most appropriate means to mitigate, if possible, the consequences of the event(s) constituting force majeure. If the case of force majeure lasts for more than one month, each party may terminate the Services, as of light, without judicial formality, without notice and without right to compensation of any kind, by any written means with immediate effect.

If, as a result of an event of force majeure, the affected party is prevented from fulfilling only part of its contractual obligations, it shall remain responsible for the performance of those obligations that are not affected by the event of force majeure as well as for its payment obligations.

Upon cessation of the force majeure, the affected party shall immediately inform the other party andresume performance of the affected obligations within a reasonable time.

21. Subcontracting

GUIDEFLOW may use subcontractors to carry out the Services. In this case GUIDEFLOW undertakes to ensure that its subcontractors comply with the same contractual obligations as those to which it is subject under the present contract. GUIDEFLOW remains solely responsible for the proper execution ofthe Services with respect to the Client.

GUIDEFLOW may substitute any person who will be subrogated in all its rights and obligations under its contractual relationship with the Client. Where applicable, it will inform the Client of this substitution by any written means.

22. Amendments of the Terms and Conditions

These Terms and Conditions may only be amended by a written instrument signed by both parties.

23. Language

The English language shall prevail in case of contradiction or dispute as to the meaning of a term or provision.

24. Applicable law and jurisdiction

The Contract is subject to French law and shall be governed and interpreted in accordance with that law. In the event of a dispute between the Client and GUIDEFLOW, and in the absence of an amicable settlement within 1 month of the first notification, the dispute shall be submitted by the most diligent party to the exclusive jurisdiction of the courts of Paris (France), unless otherwise provided for by mandatory procedural rules.

Exhibit – DATA PROCESSING AGREEMENT

This Data Processing Addendum, including its Schedules, (“DPA”) forms part of the Terms & Conditions or,other written or electronic agreement between GUIDEFLOW and the Client, to reflect the Parties’ agreement with regard to the Processing of Personal Data. As part of the provision of the Services, GUIDEFLOW processes personal data on behalf of the Client, as a

Processor, while the Client acts as a Controller within the meaning of the European Data Protection Regulation (the "GDPR") and the law n°78-17 of January 6, 1978, relating to data processing, files and freedoms in its last version in force (hereafter referred to together as the "Applicable Regulation"). All terms not defined in this Data Processing Agreement (“DPA”) shall have the meaning given to them by the GDPR.

1. Description of the processing

The details of the processing are described in the Appendix to this DPA.

2. Term of the DPA

This DPA is entered for the same term as the Agreement governing the services provided by GUIDEFLOW. Given the interdependence of this DPA and the Agreement, termination of the latter, for any reason whatsoever, shall result in the termination of this DPA.

3. GUIDEFLOW’s obligations with respect to the Client

3.1 Processing of personal data

GUIDEFLOW undertakes to process the personal data solely for the purpose(s) listed in the Appendix and in accordance with the documented instructions from the Client including with regard to transfers of personal data to a country located outside the European Union. GUIDEFLOW undertakes to inform the Client if GUIDEFLOW considers that an instruction infringes the Applicable Regulation. Where GUIDEFLOW considers that an instruction infringes any Data Protection Legislation, it shall immediately inform the Client thereof. GUIDEFLOW reserves the right, without incurring any contractual liability as a result of such suspension, to suspend processing until the instruction at issue has been modified by the Client so that it no longer infringes the Applicable Regulation. This suspension shall not give rise to any reimbursement of the price of the Services for the period of suspension. If the Client does not modify

but maintains the instruction at issue, GUIDEFLOW reserves the right to terminate this DPA and the Agreement immediately and without charge.

Moreover, where GUIDEFLOW is compelled to transfer personal data to a third country or an international organization, under Union or Member State law to which GUIDEFLOW is subject,

GUIDEFLOW undertakes to inform the Client of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

3.2 Security and confidentiality

GUIDEFLOW undertakes to implement the appropriate technical and organizational measures to ensure the security and confidentiality of personal data their backup as well as the restoration of their availability in case of physical or technical incident. GUIDEFLOW will also ensure that the persons authorized to process the personal data have committed

themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

3.3 Sub-processing

GUIDEFLOW is authorized to recruit the entities listed in the Appendix (the “Sub-Processor(s)”) to carry out processing activities. In case of any change in the Sub-Processors listed in the Appendix, GUIDEFLOW shall inform the Client, in writing beforehand, of any intended changes concerning the addition or replacement of the Sub-Processor(s) listed in the Appendix. This information must clearly indicate which processing activities are concerned, the name and contact details of the Sub-Processor. The Client has a

period of fifteen (15) days from the receipt of this information to submit its legitimate and justifiable objections. In the absence of notification of objections after this period, the Client shall be deemed to have authorized the use of the relevant Sub-Processor. In the event of the Client’s continuing objections, the Parties shall meet in good faith and use their best

efforts to discuss a resolution. GUIDEFLOW may choose to (i) not hire the Sub-Processor or (ii) take the corrective action requested by the Client in connection with the objections before hiring the Sub-Processor. If neither option is reasonably possible, and if GUIDEFLOW cannot for legitimate reasons hire another Sub-Processor for the intended processing, either Party may terminate this DPA and the

Agreement upon a thirty (30) days' notice.

The Sub-Processor is required to comply with the obligations of this DPA on behalf of and in accordance with Client’s instructions. GUIDEFLOW shall ensure that the Sub-Processor provides the same sufficient guarantees regarding the implementation of appropriate technical and organizational measures in such manner that processing meets the requirement of the Applicable Regulation. If the Sub-Processor fails to fulfil its data protection obligations, GUIDEFLOW remains fully liable to the Client for the Sub-Processor’s performance of its obligations.

3.4 Transfer of personal data outside the European Union

GUIDEFLOW is authorized to transfer personal data processed as part of the DPA to countries located outside the European Union, if appropriate safeguards have been implemented as defined in Chapter V of GDPR.

3.5 Data subjects’ rights

GUIDEFLOW ensures to assist the Client as soon as possible in the event of a request to exercise their rights by the data subjects. When a request is directly addressed to GUIDEFLOW, GUIDEFLOW undertakes to transmit such request to the Client as soon as possible, so that the latter can respond directly to the request.

3.6 Assistance and provision of information

GUIDEFLOW undertakes to assist the Client and to respond without undue delay to any request for information sent by the Client, whether in the context of a request for the exercise of their rights by data subjects, a privacy impact assessment, or a request made by a supervisory authority or the Client's data protection officer.

3.7 Personal data breach

GUIDEFLOW shall notify the Client of any personal data breach relating to the processing operations covered by this DPA, without undue delay after becoming aware of it. Such notification shall be sent along with any necessary documentation to enable the Client, where necessary, to notify this breach to the competent supervisory authority.

3.8 Fate of the data

GUIDEFLOW undertakes, at the Client's election, to delete the personal data at the end of the DPA or to return it to the Client and not to keep a copy of it, unless required by the Applicable Regulations. The Client has one (1) month from the end of the DPA to exercise this choice. After this period, GUIDEFLOW shall delete all personal data.

3.9 Documentation

GUIDEFLOW provides the Client with the necessary documentation for demonstrating compliance with all its obligations and for allowing the Client or any other auditor it has authorized to conduct audits, including inspections, and for contributing to such audits. The Client may carry out audits once a year at its own expense. The Client shall inform GUIDEFLOW of the audit with a minimum of a 2-week prior notice. GUIDEFLOW may refuse the identity of the selected auditors if they belong to a competing company. The audit shall be carried out during working hours and in such a way as to cause the least possible disturbance for GUIDEFLOW’s activity. The audit shall not threaten in any way whatsoever (i) the

technical and organizational security measures implemented by GUIDEFLOW, (ii) the security and confidentiality of the data of GUIDEFLOW’s other customers and (iii) the proper functioning and organization of GUIDEFLOW. In addition, the Client will ensure that the auditor and, more specifically, the staff carrying out the audit are subject to appropriate confidentiality obligations. Where possible, the Parties shall agree beforehand on the scope of the audit. The audit report will be sent to GUIDEFLOW for its written comments, which will be attached to the final version of the audit report. Each audit report will be considered as confidential information.

3.10 Subsequent use of personal data by GUIDEFLOW

The Client hereby authorizes GUIDEFLOW to process the personal data collected within the framework of the services (in particular the session and navigation data) for the purpose of improving GUIDEFLOW's services, and in particular for the realization of statistics on the way the GUIDEFLOW’s solution is used by the users. GUIDEFLOW will act as a data controller within the meaning of the Applicable Regulation and will respect the legal provisions of the aforesaid regulation.

4. GUIDEFLOW’s liability

The Parties acknowledge and agree that the liability caps set forth in any contract between the Parties in connection with processing carried out by GUIDEFLOW shall not apply to GUIDEFLOW’s compliance with the terms of this DPA and Applicable Regulation.

5. Client’s obligations with respect to GUIDEFLOW

The Client shall undertake to:

1. provide GUIDEFLOW with the personal data mentioned in Appendix, except any improper, disproportionate, or unnecessary personal data, and except any “particular” personal data

within the meaning of GDPR. The Client recognizes that GUIDEFLOW is not liable in case of processing of particular personal data transmitted by the Client to GUIDEFLOW;

2. collect, under its liability, lawfully, fairly and in a transparent manner, the personal data provided to GUIDEFLOW for the performance of its services, and in particular to ensure the lawfulness of the processing and the information due to data subjects;

3. maintain a record of processing activities carried out and more generally, comply with the principles of the Applicable Regulation;

4. ensure, before and throughout the processing, compliance with the obligations set out in the Applicable Regulation. Appendix – Details of the personal data processing

1. Description of the processing of personal data carried out by GUIDEFLOW on the Client’s behalf

Purpose(s) of the processing Provide the Services and the Solution Nature of the processing Collection, recording, organization, structuring, storage, adaptation or

modification, consultation, use, transmission, combination, restriction, anonymization, erasure or destruction Categories of personal data Identification data Professional data Login, session and navigation data Any data that the Client chooses to collect via the customizable form tool Categories of data subjects Client’s employees (Users) Clients (and prospective clients) of the Client on its website or Client’s app users Duration of the processing Duration of the Agreement

The services are accessible in a Software as a Service (SaaS) mode through the GUIDEFLOW platform available at http://app.guideflow.com.

This Order Form is integrated into and forms part of the Terms & Conditions located at www.guideflow.com. The Subscription will not automatically renew for successive periods and may only be renewed upon the mutual written agreement of both parties. Termination of the Subscription shall be effective at the end of the last Subscription Period in progress. Any Subscription Period started shall be due in full.

In the event of default or delay in payment, GUIDEFLOW reserves the right to declare all sums immediately payable, suspend the Services, and invoice interest on arrears equal to 3 times the legal interest rate, plus a fixed indemnity of $40 for recovery costs.

Each party undertakes to keep strictly confidential all documents and information relating to the other party for a period of 3 years from the expiration or termination of the Subscription.

This contract is subject to French law. In the event of a dispute, and in the absence of an amicable settlement within 1 month, the dispute shall be submitted to the exclusive jurisdiction of the courts of Paris (France).