The present document describes the terms and conditions of the Software License granted by SES-imagotag to the Licensee (hereinafter referred to as the “Software License Agreement” or the “Agreement”).  

1.	Definitions

Capitalized terms, not otherwise defined above, have the meanings set forth or cross-referenced in this section.

“Authorized User”	means any store such as identified in Appendix A and any individual employees of such store, of Client accessing or using the Services solely on behalf and for the benefit of Client in the operation of Client’s business.  

“Client Data” 	means information:
-	entered as input by Client or 
-	produced as output by the Software Services based on a specific query or execution initiated by Client and it includes all data, information, materials and input provided by Client to SES-imagotag. Once entered, Client Data may be modified or amended only by specific Authorized Users designated by Client, and such amended or modified information or application shall remain Client Data. SES-imagotag and Client acknowledge and agree that the Software Services provided under this Agreement shall be identified in Appendix A.  Output from SES-imagotag’s Services to Client constitutes part of Client Data and shall be considered Confidential Information of Client. 

“Confidential Information” 	means any information which may be disclosed by either Party to the other Party orally or in writing, that has been identified as confidential or that by the nature of the circumstances surrounding disclosure ought reasonably to be treated as confidential.  

“Documentation” 	means text and/or graphical documentation, whether in electronic or printed format, that describe the features, functions and operation of the Services, which materials are designed to facilitate use of the Services and which are provided by SES-imagotag to Client in accordance with the terms of this Agreement.

“GDPR”	means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, which entered into force on May 25th, 2018.
“Services” 	means the technology and program developed by SES-imagotag, proprietary processes, any third-party data, documentation and output delivered by SES-imagotag to provide a solution set forth in Appendix A. When the Services are provided using a cloud environment, Appendix B Specific conditions related to Cloud Services shall apply to Services. Services include the services associated to the Software.

“Software”	means exclusively programs provided by SES-imagotag to the Client as defined in Appendix A. The Software may include other software programs needed for its functioning.

“Intellectual Property Rights” 	means any and all rights existing under patent law, copyright law moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.

2.	Contractual Documents

The Agreement is composed of the following document in descending order of priority:
-	The present document and its potential amendments;
-	Appendix A: Description of Software, of Services and Financial Conditions
-	Appendix B: Specific conditions related to Cloud Services

In case of discrepancy between the documents, the document at higher level shall prevail. 

3.	Scope

The Licensor shall provide to the Licensee the Services such as described in Appendix A, hereinafter the “Services”.  The Licensee authorizes SES-imagotag to perform, on behalf of the Licensee and its Affiliates, such Services subject to the terms of this Agreement and in accordance with any further requirements and instructions set forth in Appendix A.

4.	Services and Subscription

Subject to the terms and conditions contained in this Agreement, and solely during the Term, SES-imagotag hereby grants to the Licensee a non-exclusive, non-transferable right:
	(i) to access the features and functions of the Services, solely by Authorized Users and solely as contemplated in this Agreement;  
	(ii) to transmit Client Data to the Services through the Internet; and 
	(iii) to use, and to make a reasonable number of copies of, the Documentation solely for Licensee’s internal use in connection with access and use of the Services. 
5.	Licensee’s Obligations

Licensee may allow sole access to the named stores for which Licensee has purchased access (see Appendix A).  

Licensee further acknowledges and agrees that it shall be responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User, which, if undertaken by Licensee, would constitute a breach of this Agreement is deemed a breach of this Agreement by Licensee.  Licensee shall undertake reasonable efforts to make all Authorized Users aware of the provisions of this Agreement as applicable to such Authorized Users’ use of the Services and shall use its best efforts to cause Authorized Users to comply with such provisions.  

Licensee shall make sure that they comply with all pre-requisites necessary to use the Software correctly.

When the Services are provided using a cloud environment, Appendix B Specific conditions related to Cloud Services shall apply to Services.

The Client agrees that it has collected and shall maintain and handle all Client Data in compliance with all applicable data privacy and protection laws, rules and regulations, including GDPR. The Client shall make sure it has all the appropriate rights, licenses, authorisation to collect, use, handle, store, process Client Data.

6.	Means of access to the Services 

On or as soon as reasonably practicable after the Effective Date, SES-imagotag shall provide to Licensee the necessary information and necessary passwords and network links or connections to allow Client to access the Services, subject to any restrictions and access limitations set forth in Appendix A.  

7.	Usage Restrictions.  

The Client will ensure that its use of the Services and the Documentation complies with all applicable laws, statutes, regulations or rules. 

Client shall not:
	(i) copy or duplicate the Services; 
	(ii) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of the Services is compiled or interpreted, and the Licensee acknowledges that nothing in this Agreement will be construed to grant the Licensee any right to obtain or use such source code; 
	(iii) modify the Services, or the Documentation, or create any derivative product from any of the foregoing, except with the prior written consent of the Licensor; or 
	(iv) assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey, or pledge as security or otherwise encumber, part or entirety of its rights under Section “Service and Subscription”;  
(v) upload and/or use any fonts, images and typefaces that without having previsously executed the appropriated end user license agreement if necessary. SES-imagotag do not provide any font and typeface with this Agreement and it is Client’s sole liability to get rights to use fonts and typefaces.

Client will not use the Services and/or the Documentation except in compliance with this Agreement and Licensors obligations to any third party with respect thereto, provided that Licensor has notified Licensee of such obligations. 

8.	Licensors Retained Rights and Ownership

Notwithstanding the dispositions of the Agreement, SES-imagotag hereby retains the right to use, and to grant third parties the right to use, the Services and the Documentation for any and all purposes whatsoever.  As between SES-imagotag and Licensee, SES-imagotag retains all right, title and interest in the Services, and in and to the Documentation, including all copies thereof in any form or medium, whether now known or existing or hereafter developed, and further including all pricing methodologies, models, programs, analytical tools, algorithms, software tools and related methodologies, its copyrights, patents, trade secrets, trademarks or trade names therein. Except to the extent granted herein, Licensee acquires no rights in any of the foregoing. 

The original and any copies of the Services, made by Licensee, including translations, compilations, partial copies, modifications and updates, are the property of SES-imagotag.
Any Intellectual Property Rights related to the Services shall remain in any case SES-imagotag’s sole property.

9.	Client Data and Right to Use

During the Term, the Licensee grants to SES-imagotag a limited, non-exclusive, non-sublicensable, non-transferable license to use, copy, store and display Client Data solely to the extent necessary to provide the Services to Client.  Licensor may not use Client Data for any other purpose except when aggregated with the data of other clients where the identification of any particular client cannot be ascertained. 

10.	Protection of Client Data
In addition to its confidentiality obligations under Section “Confidentiality”, Licensor will not use, edit or disclose Client Data to any party other than the Licensee without Licensee’s consent. 

SES-imagotag will exercise commercially reasonable efforts to maintain the security and integrity of the Services and Client Data and will inform Licensee of any third party who requires access to Client Data.  Notwithstanding the above, the Licensee commits to record its own Client Data on a separate support. 

Upon termination or expiration of this Agreement for any reason and upon written request by Client, SES-imagotag will provide Licensee with the Client Data in a mutually agreed upon format and timeframe. As between SES-imagotag and Licensee, Client Data is the sole and exclusive property of Licensee. 

The Client will collect and maintain all personal data contained in the Client Data in compliance with GDPR.

The Client has and accepts the full responsibility for all personal data as ‘controller’ in terms of Art 4 of the GDPR. To the extent personal data is stored and/or processed under this contract, SES-imagotag will adhere to the Client’s instructions as a ‘processor’ in the terms of Art. 4 of the GDPR. The Client’s instructions exceeding the scope of services offered by SES-imagotag will be at the Client’s expense and subject to technical and organizational feasibility by SES-imagotag. SES-imagotag and the Client will implement all technical and organizational measures necessary to meet the requirements of applicable data protection laws to protect personal data against misuse. To the extent that personal data of the Client are being processed, SES-imagotag shall obligate its personnel entrusted with the processing of the Client Data to data protection and data secrecy in accordance with applicable law.

SES-imagotag is authorized to engage subcontractors for the processing of personal data to the extent necessary for fulfilling its contractual obligations under this Agreement. SES-imagotag shall obligate its subcontractors to obey all relevant data protection rules. In case that such subcontractor is located outside the EU, SES-imagotag shall provide for a level of data protection deemed adequate under EU data protection regulations. The Client ensures that no legal requirements of the Client prevent SES-imagotag from fulfilling its contractual obligations under this Agreement in compliance with applicable law. This includes, but is not limited to, ensuring that all concerned individuals have previously declared consent to a possible processing of personal data.

11.	Fees

In consideration for the access rights granted, Client shall pay to SES-imagotag, certain fees, as set forth in Exhibit A and/or Exhibit B.  

Method of payment shall be in the form agreed in this section.

Client will be responsible for payment of any applicable sales, use and other taxes and all applicable export and import fees, customs duties and similar charges (other than taxes based on SES-imagotag’s income), and any related penalties and interest for the delivery of Services hereunder. Client will make all required payments to SES-imagotag free and clear of, and without reduction for, any withholding taxes.  

12.	Invoicing

The Services shall be billed to Licensee in advance, as provided in Appendix A. The first invoice is issued at the Effective Date (as defined in Article 16 of the Agreement).

13.	Payment

The Client shall pay invoices within thirty (30) days of the receipt of the invoice from SES-imagotag. 

Payments shall be made in Euros in the form agreed by the Parties in Appendix A. 

In the event that the Licensee does not pay any amount due within the deadline set forth above, SES-imagotag will have the right to suspend any of the Services provided as per the Agreement and to charge a late fee, at the current rate applied by the European Central Bank plus 10 points on any unpaid amounts or the highest amount permitted by law, whichever is higher  SES-imagotag is also entitled to obtain from the Licensee, as a minimum, a fixed sum of 40 € per late invoice, as compensation for recovery costs.

In addition, SES-imagotag may terminate provision of the Services without any further formalities for non-payment after ninety (90) days of the original payment due date. 

The Licensee also shall pay SES-imagotag all reasonable costs incurred in enforcing the provisions of this Agreement.  

No failure by SES-imagotag to request any payment hereunder or to demand any performance hereunder shall be deemed a waiver by SES-imagotag of Licensee’s obligations hereunder or a waiver of SES-imagotag’s right to terminate this Agreement.  

14.	Confidentiality

The Parties acknowledge that during the performance of this Agreement, each Party may have access to certain of the other Party’s Confidential Information. 

Each Party agrees that:
	(i) all items of Confidential Information are proprietary to the disclosing Party and will remain its sole property; 
	(ii) to use Confidential Information only for the purposes described herein; 
	(iii) not to reproduce Confidential Information; 
	(iv) to hold in confidence and protect such Confidential Information from dissemination as if it were its own; and 
	(v) to return or destroy (except for copies maintained through bona fide document retention policies, which will be subject to the present Section until such copies are destroyed) all Confidential Information that is in its possession upon termination or expiration (as the case may be) of this Agreement. 

Notwithstanding the foregoing, the provisions of the present Section will not apply to Confidential Information that:
 	(a) is publicly available or in the public domain at the time disclosed or becomes publicly available or enters the public domain through no fault of the recipient; 
	(b) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; 
	(c) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; or 
	(d) is independently developed by the recipient.  Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law.

15.	Representations, Warranties and Disclaimer

The Services and any materials, software or Documentation is made available to use “as is” and without warranty of any kind. SES-imagotag specifically disclaims all warranties, express or implied, including without limitation, warranties of merchantability, fitness for a particular purpose and non-infringement. 

SES-imagotag does not warrant that the Services or any other information, materials and/or data provided under this Agreement will meet Licensee’s requirements or is complete, accurate or error-free. Licensee shall not make any representations or warranties on behalf of SES-imagotag. 

Client shall be solely responsible for any financial information dispensed, or any professional decisions made, based upon use of the Services.  

16.	Indemnification

SES-imagotag agrees to indemnify, defend and hold Client harmless from and against any and all losses, liabilities, costs (including reasonable attorneys’ fees) or damages resulting from any claim by any third party that the Services infringes or misappropriates, as applicable, such third party’s patents issued as of the Effective Date, or copyrights, trademarks or trade secret rights recognized under applicable laws of any jurisdiction provided that Licensee promptly notify SES-imagotag in writing of the claim, cooperate with SES-imagotag, and allow SES-imagotag sole authority to control the defense and settlement of such claim, provided that SES-imagotag will not settle any third-party claim against Licensee unless such settlement completely and forever releases Client from all liability with respect to such claim or unless Licensee consents to such settlement, and further provided that Licensee will have the right, at its option and sole expense, to participate in the defense of such claim thereof by counsel of its own choice and expense.  

If such a claim is made or appears possible, Licensee agrees to permit SES-imagotag, at its sole discretion, to enable it to continue to use the Services, as applicable, or to modify or replace any such infringing material to make it non-infringing.  If SES-imagotag determines that none of these alternatives is reasonably available, Licensee shall, upon written request from SES-imagotag, cease use of, and, if applicable, return, such materials as are the subject of the infringement claim.  

This Section Indemnification shall not apply if the alleged infringement arises, in whole or in part, from 
(i) modification of the Services and/or Software or any the materials provided by SES-imagotag; 
(ii) combination, operation or use of the Services with other software, hardware or technology not provided by SES-imagotag;
(iii) Client Data.

17.	Limitation of liability

To the maximum extent permitted by applicable law, in no event shall SES-imagotag be liable for any indirect, consequential, special, or incidental damages, including without limitation, damages for loss of business profits, business interruption, or other pecuniary loss, in any way arising out of or related to the Services or this Agreement, even if SES-imagotag has been advised of the possibility of such damages.  

During the Initial Term and any following Renewal Terms, the cumulative liability of SES-imagotag to Client for all claims arising from or relating to this Agreement shall not exceed the amount of all fees paid to SES-imagotag by Licensee under this Agreement for the related store during the twelve (12)-month period prior to the act, omission or event giving rise to such liability. In case where the damage occurs during the first twelve month following the Effective Date, the Parties assess the monthly average fee in order to obtain the amount of yearly average fee (ie. monthly average fee * 12 = yearly average fee). This amount of yearly average fee constitutes the liability limit of SES-imagotag.

18.	Term

The Agreement shall commence on the Effective Date and shall remain in effect two (2) years (the “Initial Term”) unless otherwise agreed by the Parties. 

The Effective Date shall be the date of access to services indicated in Appendix A. If this date is not provided, the date of access to services shall be the date of first connection by the Licensee to the Services.

This Agreement will automatically renew for additional one-year periods (each a “Renewal Term”, and, collectively with the Initial Term the “Term”) unless written notice of termination is provided by one of the Parties not less than three (3) months prior to the commencement of the relevant Renewal Term or in accordance with Section “Term”.  

19.	Termination for contractual breach

Either Party may terminate this Agreement immediately upon written notice in the event that the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days following such other Party’s receipt of written notice specifying the nature of the breach in reasonable detail.  

As from the termination date of the Agreement, the access to the Services will be immediately stopped without prior notice. 

Licensee commits to pay pending invoices without delay to the Licensor. 

20.	General

This Agreement will be governed by French law, without regard to, or application of, rules or principles regarding conflicts of law or the United Nations Convention on the International Sale of Goods.  For purposes of all claims brought under this Agreement, each of the Party hereby irrevocably submits to the exclusive jurisdiction of courts located in Paris. 

Licensee acknowledges that SES-imagotag will have the right to seek an injunction if necessary to stop or prevent a breach of Client’s obligations hereunder. In the event that SES-imagotag prevails in any proceeding or lawsuit brought by either party in connection with this Agreement, SES-imagotag will be entitled to receive its costs, expert witness fees and reasonable attorney’s fees, including costs and fees on appeal.  

Waiver of a breach of or right hereunder must be in writing and will not constitute a waiver of any other or subsequent breach or right. If any provision herein shall be held by a court of competent jurisdiction to be contrary to law, that provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions herein will remain in full force and effect. 

Client may not assign this Agreement without obtaining SES-imagotag’s prior written consent and any attempted or purported assignment by Client shall be null and void. This Agreement constitutes the entire agreement, understanding and representations, expressed or implied, of the parties with respect to the subject matters described herein, and supersedes all prior written and oral communications, agreements, letters of intent, representations, warranties, statements, negotiations, understandings and proposals, with respect to such subject matters. This Agreement may not be amended or modified without the written agreement of Client and SES-imagotag.