General Terms and Conditions of Sale of Zed Pro Software licenses

1. Purpose:

These general terms and conditions define the conditions under which Prim'X Technologies agrees to grant to the Customer licenses for use of the Zed Pro software it publishes (hereinafter "Zed Pro Software") such as presented in its sales documents. Unless otherwise agreed in writing, these general conditions apply automatically to all concessions of rights on the Zed Pro Software published by Prim'X Technologies.

All orders of the Zed Pro Software made by the Customer with Prim'X Technologies (hereinafter "Order") implies full and unreserved acceptance by the Customer of the present terms and conditions to the exclusion of any other document. In particular, the Customer declares expressly to waive its own general terms and conditions.

The contractual documents comprise the following:

- The Order as defined in clause 2,

- These general terms and conditions,

- The licence to use the Zed Pro software.

Any provision to the contrary shall therefore be unenforceable against Prim'X Technologies, unless expressly accepted by the latter or indicated in the Order.

These general terms and conditions are available at all times on the www.zedencrypt.com website (the "Website") and shall prevail, as required, over all prior versions or any other contradictory document. The Customer has the option of saving, printing or copying these general terms and conditions, it being made clear that while saving, printing or copying this document are done under its sole responsibility, these general terms and conditions of sale are likely to be subject to modifications. As such, the conditions that apply will be those in effect on the date of the Order.

Changes to the present terms and conditions are binding on users of the Website once they are published online and apply to transactions entered into thereafter.

2. Ordering

It is the responsibility of the Customer to select the Zed Pro Software it wishes to order on the Website, in the following manner:

2.1 Navigation within the Website

The Client can find out about the features of the Zed Pro Software on its Website.

2.2 Saving an Order

If the customer wishes to order, they must choose the number of licenses of the Zed Pro Software they wish to acquire and will click on the "Add to cart" box.

On the Website, the Customer is able to (i) obtain the details of their order by clicking on "View Cart", (ii) continue their selection by clicking "Continue", (iii) complete their selection and order the Zed Pro Software by clicking on "Order" at any time.

To order the Zed Pro Software, after clicking on "Order", the Customer must identify themselves, either by entering their username and confidential password, if they have already created its own account, otherwise by clicking on "create my account". In the latter case, the Customer must accurately complete the form available to them, on which they will notably include the information necessary to be able to identify them. In addition, the Customer must enter a username and a password of their choice, which must be kept private and confidential, and will be required for identifying themselves on the Website. The Customer is informed and accepts that entering these two identifiers is proof of their identity and shall constitute valid consent.

Once the Customer is identified, they must validate the billing address. An order form detailing the number of Zed Pro Software licenses that the Customer wishes to acquire, the full amount of the Order, and the Customer's contact details will appear on the screen. The Customer can correct any errors before confirming their Order. If this case, a new purchase order is automatically issued.

2.3 Final validation of the Order

After reading the order, and once all of information requested has been completed by the Customer, the latter will tick the box indicating acceptance of these general terms and conditions of sale and will click on "confirm the order". This second click constitutes an electronic signature. This electronic signature has the same value between the Parties as a hand written signature. The order form is registered in Prim'X Technologies computerized records (which are themselves stored on a durable reliable back-up support), and will be deemed to be proof of the contractual relationship between the Parties.

2.4 Order summary

When the Customer has validated the Order and approved its payment, an Order summary will be displayed and will mention, in particular, the transaction number. An Order summary will then be sent to the Customer by e-mail summarising the Order when registered.

2.5 General information

Unless proved otherwise, the data recorded by Prim'X Technologies constitutes proof of all transactions.

In any event, Prim'X Technologies reserves the right to refuse any Order in case of (i) existing dispute with the Customer, (ii) non-payment or partial payment of a previous order by the Customer, (iii) refusal of authorization by the banking institutions for payment by bank card. Prim'X Technologies cannot be held liable on this basis.

3. Price - Payment

3.1 The price of the Zed Pro Software license is set by Prim'X Technologies and is the price in force on the Website at the time the Order is registered by Prim'X Technologies. The current price is expressed excluding taxes and in Euros.

The price of the Zed Pro Software is per Workstation (username of the system disk) on which the Software is installed (hereinafter "Workstation").

3.2 The price is payable in Euros, in full, on the day of placing the Order by the Customer, by secure payment by bankcard or PayPal.

Payment by bank card: The Customer will be automatically transferred to the online payment solution Paybox, which ensures the secure connection by https and that of its own servers so as to protect all data related to payment in the most efficient way possible. The Customer must then transmit their bankcard number, depending on the card type, the expiration date thereof and the security number (3 digit number on the back of the card).

The Customer acknowledges that at no time will their banking data transit on the Prim'X Technologies computer system, and that the latter therefore cannot be held liable for fraudulent misappropriation of the Customer's bank data.

Payment by PayPal: If the customer wishes to pay through the PayPal system, it must have a customer account with the PayPal, and the general conditions of use of PayPal are therefore applicable in respect of the payment of the Zed Pro Software.

An invoice is established by Prim'X Technologies and given to the customer upon issuance of the Order summary.

Payments made by the Customer will only be considered final only after receipt of the actual amounts owed to Prim'X Technologies.

Any amount not paid on time will bear interest at three times the legal interest rate and entitle Prim'X Technologies to demand payment of a lump sum amount of forty (40) Euros for collection costs. Late payment penalties shall be payable as from the first day on which payment is late, without any formal notice or any reminder being necessary, and shall continue to run until the payment in full of all sums owed, including interest.

3.3 Prim'X Technologies reserves the right to change the price and the above fees at any time. The price and applicable charges will be those in effect on the date of the Order.

4. Provision of the Zed Pro Software

4.1 Delivery and installation of the Zed Pro Software

Software delivery shall take place after collection of the full amount owed by the Customer to Prim'X Technologies. It shall take place by the provision of the Zed Pro Software to the Customer for download from the Website to a Workstation.

The Customer undertakes and is solely responsible for the installation and activation of the Zed Pro Software on the Workstation. The Customer is informed that they have the ability to disable the Zed Pro Software on a Workstation in order to install and activate it on a different Workstation.

4.2 License

Prim'X Technologies grants the Customer the right to use the Zed Pro Software in accordance with the user licence appended hereto.

The licence also appears on the recipient computer screen when the Zed Pro Software is being installed, and must be accepted.

The Customer guarantees that users of the Zed Pro Software will comply with the provisions contained therein.

5. Corrective Maintenance and Support

The corrective maintenance and support service is available in English or French by e-mail at the following address: support@primx.fr 5 days of the week from 09:00 a.m. to 6:00 p.m., from Monday to Friday, except public holidays. This service is not accessible directly by users but by the Customer's administration team (a reduced number of persons, hereinafter the "Systems Administrator").

The Customer shall notify Prim'X Technologies by e-mail of operating defects or other problems encountered when using the Zed Pro Software provided.

Prim'X Technologies shall diagnose the Software malfunction as quickly as possible.

As part of the corrective maintenance service, Prim'X Technologies undertakes the following:

- To make every effort to correct any errors in the software, i.e. to correct the defects causing the malfunction or nonconformity of the Zed Pro Software with the product description and/or specifications. If it cannot correct the software immediately, Prim'X Technologies shall actively and promptly seek and implement a workaround, with the Customer's authorisation.

Any request by the Customer under the evolutionary maintenance of the Zed Pro Software (improvements to existing functions, arrangements, harmonisations, adaptations and updates) will be subject to a preliminary estimate issued by Prim'X Technologies.

6. Rights

Prim'X Technologies grants the Customer the right to use and make back-up copies of the Software for the legal term of copyright, both for France and overseas, in any form foreseeable or unforeseeable on the Order date, under the terms and conditions set forth in the licence appended hereto.

No rights other than those referred to are granted to the Customer.

7. Obligations of the Customer

The Customer is solely responsible for defining its needs with respect hereto and in particular the type of Software is wishes to acquire and the number of Workstations it wishes to equip. It represents that it has read the Zed Pro Software characteristics and the required configuration.

The Customer undertakes the following:

- To provide any information in its possession to facilitate the search for the causes of a Zed Pro Software malfunction following a request for corrective maintenance,

- Appoint a Systems Administrator, who shall be the sole point of contact for the Prim'X Technologies teams.

The Customer is, moreover, solely responsible for backing up the data encrypted by the Zed Pro Software and shall, in this respect, make regular copies of such data.

8. Duration and cancellation

8.1 Duration

These general terms and conditions of sale shall enter into effect upon the signing of the associated Order.

8.1.1 Licences

Except in the event of early termination, the Zed Pro Software licences are granted to the Customer on the date indicated in the Order, throughout the legal term of copyright protection.

8.1.2 Corrective Maintenance and Support Services

The duration during which Prim'X Technologies provides corrective maintenance of Zed Pro Software and the support associated with it is six (6) months as from the date of the Order.

8.2 Termination

Customers shall have the right to revoke this contract within fourteen (14) days without stating a reason.

One party (the "Terminating Party") may terminate the Order as of right by notifying the other party in writing, if the other party breaches any of the provisions stipulated in the Order and if said breach is not remedied within thirty (30) days after receipt of notification by the Terminating Party. If the breach cannot be remedied (notably in the case of a breach of an obligation not to do something) termination shall be with immediate effect.

8.3 Consequences of termination

Where an Order is terminated, the parties shall remain liable for any act generating liability that occurred prior to termination and for any amount owed prior to termination.

9 Confidential Information

Each party shall consider as strictly confidential and refrain from disclosing any information, data, technical formula or concept of the other party made available to it in any form whatsoever (written, oral, by means of magnetic, electronic or computer media, etc.) in the context of the Order (hereinafter the 'Confidential Information').

Neither Party shall disclose Confidential Information concerning the other party to a third party (with the exception of its employees) without the express, written consent of the other party, and shall refrain from using any Confidential Information other than for the fulfilment of the Order. Each party shall apply the same level of precautions it uses to prevent disclosure of its own Confidential Information to the other party's Confidential Information.

Each Party may, however, refer to the commercial relationship hereby formed for publicity purposes.

Confidential Information shall not include information that is:

(a) Generally available to or known by the public,

(b) Already known to the recipient,

(c) Developed independently by the recipient outside the scope of the Order,

(d) Lawfully disclosed by a third party, or

(e) Disclosed in the form of evidence before a competent authority.

Each party shall return all documents and/or means of electronic access and/or means of authentication placed at the other Party's disposal as part of this agreement as soon as possible after termination of the agreement for whatsoever reason.

10 Liability

The Customer expressly acknowledges that Prim'X Technologies has provided it with all information necessary for the licence, in particular information enabling it to assess the ability of the Zed Pro Software to meet its needs and information concerning useful precautions regarding its implementation and use.

Prim'X Technologies shall take all due care to perform the services in line with professional standards in its sector, and shall allocate the necessary resources thereto.

In the event of any doubt regarding the interpretation of a clause or in the absence of any indication making it possible to determine the extent of Prim'X Technologies' obligations, the Customer acknowledges that Prim'X Technologies' obligations shall constitute 'best efforts' obligations.

With respect to the means of encryption, the Customer is responsible for ensuring that users of the Zed Pro Software ensure the safekeeping and recoverability of their keys (passwords, certificates and hardware devices) throughout the term of the licence. The Customer is, moreover, responsible for backing up its data correctly, in accordance with best practice in the field of digital data. Prim'X Technologies cannot be held liable for incorrect use of a means of encryption or, in general, of the Software, nor for undesirable behaviour in connection with the environment in which the Zed Pro Software is used (malice, code theft, etc.).

Finally, the Customer is responsible for ensuring that the manner in which users use the Zed Pro Software is compliant with all applicable regulations.

Under no circumstances can Prim'X Technologies be held liable for indirect damage (non-material or commercial loss, loss of data, loss of profits, sales, orders or clientele) suffered by the Customer. UNDER NO CIRCUMSTANCES, MOREOVER, IN ITS RELATIONS WITH THE CUSTOMER, EXCEPT IN THE EVENT OF GROSS NEGLIGENCE, CAN PRIM'X TECHNOLOGIES' LIABILITY EXCEED THE AMOUNT PAID TO PRIM'X TECHNOLOGIES BY THE CUSTOMER IN CONSIDERATION FOR ITS OBLIGATIONS.

Any complaint by the Customer that Prim'X Technologies has failed to fulfil its contractual obligations must be justified and sent by recorded delivery letter (signed for) within one year from the date of discovery of the facts liable to provide grounds for said complaint. Failure to proceed as such shall be deemed as the Customer having waived all criticism of the performance of its contractual obligations by Prim'X Technologies.

11 Compliance with social security legislation

Prim'X Technologies represents that it meets its legal obligations with respect to the fight against clandestine work. It guarantees, in this respect, that the work will be performed by persons legally employed with regard to Articles L.3231-4, L.3231-5, L.1221-13, L.1221-14 and L.1221-15 of the French Labour Code (Code du travail) and that it shall require a similar commitment on the part of its subcontractors.

12 Applicable law - Jurisdiction

11.1 The present general terms of sales and the operations derived thereunder are governed by French law.

11.2 The parties hereby agree to endeavour to amicably resolve any disagreement regarding the present general terms and conditions or the resulting Orders.

SHOULD THEY FAIL TO REACH AN AMICABLE AGREEMENT WITHIN THIRTY DAYS, THE COMMERCIAL COURT OF LYON SHALL HAVE SOLE JURISDICTION OVER ANY DISPUTE ARISING FROM THE TRANSACTIONS REFERRED TO IN THESE GENERAL TERMS AND CONDITIONS, INCLUDING IN THE CASE OF SUMMARY PROCEEDINGS, AN EX PARTE APPLICATION OR MULTIPLE DEFENDANTS.

8 Forbearance - Evidence

Forbearance by either party with regard to the other cannot be construed as a waiver of its right to use all the rights granted hereunder, in particular forbearance regarding payment deadlines.

In the event of a dispute, the parties agree to accept faxes and e-mails as original documents that may be used as evidence, and shall not contest this means of proof, unless to discuss its authenticity.