Terms of Service

PLEASE READ CAREFULLY THESE TERMS OF SERVICE (the“Terms”) INCLUDING THE HEEDIFY PRIVACY POLICY WHICH CONTAIN THE TERMS AND CONDITIONS BETWEEN HEEDIFY AND CUSTOMER FORUSE OF THE SERVICES AND ACCESS TO THE HEEDIFY WEBSITE (“Site”). THESE TERMS,WITH THE PRIVACY POLICY AND THE HEEDIFY ORDER FORM, INCORPORATED HEREIN BY REFERENCE, ARE THE “AGREEMENT” BETWEEN THE CUSTOMER DOCUMENTED ON THE APPLICABLE HEEDIFY ORDER FORM AND HEEDIFY. HEEDIFY MAY UPDATE THE TERMS OF THE AGREEMENT FROM TIME TO TIME AND WILL ALERT YOU TO CHANGES BY EITHER PLACING ANOTICE ON THE SITE OR BY SENDING AN EMAIL. IT IS THE REFORE IMPORTANT THAT CUSTOMER (“YOU”) REGULARLY CHECK THE SITE FOR ANY NOTICES ABOUT REVISIONS AND KEEP THE CUSTOMER CONTACT INFORMATION CURRENT TO ENSURE YOU ARE TIMELY INFORMED OF ANY CHANGES. USE OF INFORMATION WE COLLECT IS SUBJECT TO THE PRIVACY POLICYIN EFFECT AT THE TIME SUCH INFORMATION IS COLLECTED. ALL RIGHTS NOT EXPRESSLYG RANTED UNDER THIS AGREEMENT ARE RESERVED BY HEEDIFY.

Services

HEEDIFY proprietary technology platform and solutionsare the “Services” which are licensed to Customer to access under the Terms of this Agreement for the purpose of configuring callflow in the Customer’s team communication platform (Microsoft Teams). For clarity, “Users” means the named individuals, the Customer employees or consultants, authorized or assigned by Customer to use or access the Services as provided for herein. Customer is liable for any misuse of the Services and/or breach of this Agreement by its Users. Customer may transfer the rights to a new User, so long as the prior User discontinues all use of the Services and said transfer does not exceed the maximum number of Users authorized. Other limitations, if any, will be documented on the applicable Order Form. The Services are hosted on MicrosoftAzure (“AZURE”) and are subject to the Microsoft terms and conditions of service. Except for the limited rights and licenses expressly granted hereunder, no other right, license or option is granted, no other use is permitted, and HEEDIFY owns and retains all rights, title and interests in and to the Services and HEEDIFY documentation.

Third Party Software

The Services may operate or interface with other software products or applications which shall be licensed from such third parties by Customer. The use of such third-party software may be subject to additional or different terms. Customer is responsible for installing,operating and maintaining all necessary rights to use third party software or applications with which the Services interact. HEEDIFY does not guarantee the availability of any third-party products. Additionally, HEEDIFY shall have noliability to Customer for Customer’s failure or inability to do any of the foregoing. Customer agrees to indemnify and hold HEEDIFY harmless from any claims by such third parties which result from Customer’s use of any such third-party software.

Term and Renewal

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Unless otherwise documented on the Order Form, the Initial Term is 12 consecutive months from the Start Date on the applicable Order Form.Thereafter, on each (1) year anniversary of such Start Date, this Agreement will renew automatically for successive one (1) year periods unless terminated as provided for herein below. At time of Renewal, Customer may change the number of Users. This Agreement will remain in effect until the Agreement is terminated.

Termination

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Upon any expiration or termination of this Agreement, Customer’s right to usethe Service shall cease. (i) Termination for Convenience: During any Renewal Period, either Party may terminate as provided on the Order Form.(ii)Termination for Cause: Either Party may terminate this Agreement in the event of breach by the other Party which is not cured within 20 days after receipt of Notice stating the nature of the breach.

Fees, Payment and Taxes

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Customer shall pay HEEDIFY the all applicable fees for the Service and number of Users as set forth in the applicable Order Form. Payment obligations are non-cancelable, and fees paid are non-refundable. The per User pricing duringany automatic Renewal Term will be no more than five percent (5%) higher than that during the immediately prior term for the same number of Users for the same functionality unless HEEDIFY has provided Customer with written notice of a different price increase at least ninety (90) days prior to the commencement of the next Renewal Term or unless the Fees in such prior period were designated on the Order Form as ‘promotional’ or ‘pilot’. Customer agrees and acknowledges that HEEDIFY may, from time to time, add newly engineered additional features or functionalities to the Service for which HEEDIFY may charge an additional fee. Customer shall reimburse HEEDIFY for any sales or use taxes that HEEDIFY is required to collect in connection with Customer’s use ofthe Services and the provision of services under this Agreement.

Interactive Information

Customer acknowledges that as a part of the Service,HEEDIFY collects and aggregates information concerning user behaviour and other interactive information. Customer agrees that during the term of this Agreement, HEEDIFY may retain and use all such aggregated or anonymous data to improve HEEDIFY’s products and services. The HEEDIFY Privacy Policy governs the treatment of anonymous data, including additional rights afforded to EU residents. As required by applicable law, rule or regulation, transfers of personal data subject to the EU General Data Protection Regulation governed by HEEDIFY PRIVACY POLICY. With respect to EU data, the terms set forth in the HEEDIFY PRIVACY POLICY will be legally binding and HEEDIFY and Customer agree to comply with such terms as part of this Agreement.

Confidentiality

‘Confidential Information’ shall include the Services,planned future functionality of the Services, pricing, the Terms and anynon-public information, data or know-how, any proprietary data and any other information disclosed by one party to the other in writing and marked“confidential” or disclosed orally and, within five business days, reduced to writing and marked “confidential”. With respect to Confidential Information,the receiving Party shall (i) use it solely for the purposes specifically providedin this Agreement; and (ii) only disclose such on a ‘need to know’ basis to employees, consultants, affiliates, agents or subcontractors who are bound by nondisclosure agreements at least as strict as this Agreement and provided that such parties are not direct competitors of the disclosing Party. Any Confidential Information disclosed by either Party shall remain confidential for a period of four (4) years from the date of last disclosure or inperpetuity if the Confidential Information constitutes a trade secret under applicable law. The receiving Party is liable for any misuse of Confidential Information by its third parties including its Users, agents, subcontractors,consultants and affiliates. The foregoing obligations do not apply to information that (a) was rightfully in the possession of, or was known by, the receiving Party prior to its receipt from the disclosing Party, free of any obligation of confidence; (b) is or becomes generally known to the public without violation of this Agreement; (c) is obtained by the receiving Party from a third party, without an obligation to keep such information confidential; or (d) is independently developed by the receiving Party without use of or reference to the Confidential Information of the disclosing Party. In the event the receiving Party is required to disclose Confidential Information pursuant to a judicial or governmental order, or valid subpoena, and if such order or subpoena allows, such Party will promptly notify the other Party in writing. In the event of any breach or threatened breach of Confidentiality, Customer agrees that HEEDIFY will suffer irreparable damage for which it will have no adequate remedy at law. Accordingly, in addition to any other remedy, HEEDIFY shall be entitled to seek injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of proving actual damages or posting any bond.

Disclaimer

THE SERVICE AND ONLINE HEEDIFY DOCUMENTATION AREPROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. NEITHER HEEDIFY NOR ITS SUPPLIERS WARRANT THAT THE SERVICE WILL FUNCTION IN ANY ENVIRONMENT OR BE COMPATIBLE WITH ANY THIRD-PARTY APPLICATION OR THAT HEEDIFY SERVICES WILL BE ERROR-FREE, BUG FREE, UNINTERRUPTED OR OTHERWISE MEET CUSTOMER’S BUSINESS REQUIREMENTS. TO THE FULLEST EXTENT PERMITTED BY LAW,HEEDIFY HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED ORSTATUTORY, ORAL OR WRITTEN, REGARDING THE SERVICE INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF ACCURACY, CORRECTNESS, RELIABILITY, INTEGRATION, INTEROPERABILITY, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. YOU AGREE THAT YOUR USE OF THE SERVICES ARE AT YOUR OWN RISK. Some jurisdictions do not allow the exclusion of certain warranties in certain circumstances. Accordingly, some ofthe limitations set forth above may not apply.

Limitation of Liability

EXCEPT FOR A BREACH OF HEEDIFY INTELLECTUAL PROPERTY RIGHTS; CUSTOMER’S PAYMENT OBLIGATIONS; BREACH OF CONFIDENTIALITY; OR INDEMNITY OBLIGATIONS, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY ORCONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES,REGARDLESS OF LEGAL THEORY, WHETHER OR NOT HEEDIFY HAS BEEN WARNED OF THE POSSIBILITYOF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.NOT WITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, HEEDIFY AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO ANY LOSS OR DAMAGE SUFFERED BY CUSTOMER AND ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR CUSTOMER’S USE OF THESITE AND/OR SERVICES, WILL NOT EXCEED THE GREATER OF $100 OR THE TOTAL AMOUNTS PAID BY CUSTOMER TO HEEDIFY FOR THE PAST TWO MONTHS OF THE SERVICES INQUESTION.

Feedback

HEEDIFY appreciates it when Customer, Users or individuals (each a “Submitter”) in any form or any manner, sends or communicates to HEEDIFY, or post to HEEDIFY forums, comments or suggestions about our Service or website (“Feedback). Should any Submitter choose to make asubmittal, HEEDIFY may use or utilize any Feedback without any obligation or any kind to the Submitter. Further, by submitting Feedback to HEEDIFY,Submitter hereby assigns, to HEEDIFY all of their right, title and interest in Feedback. In the event such assignment may not be valid, the Submitter agrees and grants to HEEDIFY a royalty-free, worldwide, perpetual license to use or incorporate into the Service any suggestions, enhancement requests,recommendations or other information provided by the submitter relating to the Service.

Entire Agreement

This Agreement constitutes the entire agreement between the Parties regarding Customer’s use of the Services. This Agreementmay only be modified by a fully executed written amendment signed by the Parties which references this Agreement or the HEEDIFY Order Form. Terms on the Customer’s purchase orders or other ordering documentation or email which purports to modify or supplement this Agreement shall not add to or vary theterms and conditions of this Agreement and are of no force and affect even whensigned by HEEDIFY. This Agreement replace and supersedes any prior verbal understanding, written communications or representations made by the Parties regarding the subject matter contained in this Agreement.

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Heedify

Registration No: 835 168 741 R.C.S Paris