General terms and conditions - KEYPROD free trial offer

Foreword

The present general terms and conditions (the "Conditions") define the terms and conditions of the free trial offer ("the Offer") proposed by KEYPROD, a simplified joint stock company with a single shareholder and a capital of 5,000 euros, headquartered at 66 avenue des Champs-Elysées, registered with the Paris Trade and Companies Register under number 850 177 122 00023, in its capacity asa solution provider for industry. These Conditions govern the scope of eligibility of the Offer as well as its procedure and progress, delivery, installation and use of the KEYPROD solution ("the Solution"). The Solution consists of anIIoT product KEYVIBE® or KEYNETIC® and its accessories ("the Product") and a Web platform ("the Application").

1. General

The Offer allows the Customer to test the Solution without obligation for a period of one month (the "Trial Period"). The effective start of the Trial Period is triggered on the date of installation of the Solution and therefore of data generation in the Application. The effective start of the Trial Period will be automatically triggered within a maximum of 7 days from delivery of the Solution to the Customer, even if the Solution has not yet been installed by the Customer.

2. Eligibility

2.1. The present Offer is intended exclusively for any company, with 10 or more employees, operating in the manufacturing industry sector (the "Customer"). The Offer is limited to one subscription per production site and in the following geographical area: France, Belgium, Luxembourg, Switzerland, Italy, Poland (the "Eligible Countries").

2.2. The Offer is intended for the exclusive purpose of measuring the performance of production facilities and may not be subscribed to for any other purpose.

2.3. Following receipt of the Deposit by KEYPROD, KEYPROD's sales team will initiate a telephone or videoconference exchange with the Customer, which will determine eligibility for the Offer and, consequently, the delivery of the Product and the start or not of the Trial Period.

2.4. The Customer declares and certifies that it is up to date with its insurance obligations, and has taken out all necessary and compulsory insurance policies to cover the risks inherent in its activity.

3.Product delivery and return

3.1 In case of eligibility to the Offer confirmed by KEYPROD's sales team, KEYPROD undertakes to ship the Product to the delivery address specified by the Customer within a maximum period of 2 (two) weeks.

3.2. The Customer is responsible for the proper reception of the Product following its shipment by KEYPROD. Any delay, loss or damage occurring during the delivery must be immediately reported to KEYPROD to allow an appropriate resolution.

3.3. KEYPROD is responsible for the outbound delivery costs of the Product. The costs of delivery of the Product on return, at the end of the Trial Period, are at the Customer's expense.

3.4. At the end of the Trial Period, the Customer must return the complete Product in perfect working order with its accessories and in its original packaging, at its own expense, to the following address:

JPB SYSTEME
KEYPROD Sales Department
Chemin de Bassin
77950 Montereau sur le Jard
FRANCE

The Customer is responsible for taking all necessary measures to preserve the integrity of the Product during storage and transport.

4. Warranties

The terms and conditions of installation and use of the Solution are described in the documentation (the "Documentation") provided for this purpose by KEYPROD as part of the Offer subscription, including in particular a user manual, a tutorial video, technical specifications, safety measures and recommendations for installation and implementation of the Solution.

The Product bears the CE mark, attesting to its compliance with European manufacturing and safety standards in force in the areas concerned. The use of the Product outside the regulated zone concerned is forbidden and is the full responsibility of the Customer.

The Customer is solely responsible for its choice of installation and use of the Solution, as well as its destination and conditions of use. KEYPROD excludes all warranties in the event of use of the Solution that does not comply with the instructions given in the Documentation, as well as in the event of negligence on the part of the Customer (such as, but not limited to, unsuitable transport or storage conditions or storage outside eligible Countries, inappropriate maintenance of the Product, excessive, improper or abnormal installation and use of the Solution, or failure to report an error or anomaly), and reserves the right to retain all or part of the Deposit.

5. Support and maintenance

During the Trial Period, KEYPROD will provide a support and maintenance service for the Solution under the subscribed Offer.

Maintenance includes and is limited to: updating the Solution or the Documentation, correcting errors in the Solution, repairing the Product, and, if necessary, replacing the Product that is defective due to KEYPROD in the event of normal use by the Customer in accordance with the Documentation.

To this end, the Customer undertakes to notify KEYPROD without delay by e-mail to the following address: support@keyprod.com, of any defect, anomaly, error or malfunction found in the Solution or in the Documentation.

Unless expressly stipulated by KEYPROD, the Customer acknowledges that it does not have the right to carry out the maintenance of the Solution itself or to have it carried out by a third party.

The Maintenance of the Solution is limited to the Product that KEYPROD recognizes as used or defective without any other form of reimbursement, compensation or indemnity possible to the Customer. The choice between replacement or repair of the Product, if applicable, is left to KEYPROD's discretion.

This service is included in the Offer.

6. Cancellation, Abrogation or Termination of the Trial Period by KEYPROD

6.1 KEYPROD reserves the right, at its sole discretion and without prior notice, to cancel, abrogate or terminate the Offer or the Trial Period for the following reasons, including, but not limited to:

Insufficient stock or unavailability of resources.
Non-compliance with the Offer's Eligibility conditions.
Non-compliance in the installation, use or operation of the Solution, misuse of the Solution.

6.2. If KEYPROD decides to cancel, abrogate or terminate the Customer's Trial Period before its end, the amount of the Deposit will be fully refunded to the Customer within a maximum period of 1 (one) month. The Customer will be informed by e-mail.

7.Intellectual property rights

The Solution, the Product, the Application, the Documentation, are and remain the exclusive property of KEYPROD .

The Customer is and remains the owner of the raw data, files or information it enters into the Application, including information relating to its production workshops and machines. The same applies to documents associated with said data uploaded via the Application by the Customer.

The Customer undertakes to upload and process via the Solution only data of a personal nature within the meaning of the applicable regulations and legislation. In particular, the Customer undertakes not to upload or process via the Solution any information contrary to laws, regulations or public order, and in particular any content of a xenophobic, racist, sectarian, defamatory, abusive, pornographic or child pornographic, negationist, violent or fraudulent nature, as well as any infringement of privacy, personal image or third-party rights .

KEYPROD grants the Customer a non-transferable, non-transmissible and non-exclusive right to use the Solution, the Product, the Application and the Documentation for its own needs, for the duration of the Trial Period and for the sole purposes of the present Offer Conditions .

The Customer warrants that it will not register or attempt to register or use any software, product, trade name, trademark, product or service mark, domain name or design or model which, in whole or in part, incorporates elements of the Solution, the Product or the Application, or is confusingly similar to KEYPROD and its distinctive signs .

The Customer may not sublicense, publish, display, reveal, rent, modify, lend, distribute or create derivative works from the Solution, in whole or in part .

Except as expressly provided herein, the Customer shall not, and shall not permit any third party to:

copy, imitate or manufacture the Application, Documentation, Product and/or Solution in whole or in part, or,

translate, analyze, modify, adapt, improve, extend, decompile, disassemble or otherwise reverse engineer or attempt to derive the source code of the Solution, Application or Product in any way, or,

use the Solution, Application and/or Products outside the Customer's production site.

Otherwise, this would constitute an infringement sanctioned by the Intellectual Property Code.

KEYPROD guarantees that it holds all the intellectual property rights required for the implementation of the Offering and that, in this respect, it guarantees that the Solution and its component parts do not infringe the rights of third parties and do not constitute an infringement of a pre-existing work.

The Customer undertakes to notify the Company, as soon as it becomes aware of any present, foreseeable or suspected infringement of the Solution or of any other KEYPROD intellectual property right, as well as of any request or allegation claiming infringement by KEYPROD of third party rights .

8. Applicable Law

These Terms are governed by French law. Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the French courts.