SOFTWARE GENERAL LICENSE AGREEMENT These general conditions govern the contractual relationship between the company DECOHERENCE(S), SARL with capital of € 5,000 headquartered 3, rue Lentonnet 75009 Paris, registered with the Register of Commerce and Companies of Paris under No. 751 984 162, (hereinafter the "Publisher") and the customer whose details are set out in the Special Conditions of License (hereinafter "Customer"). These General Conditions are supplemented by the Special Conditions signed by the Client, all of these documents embodying the contract terms entered into between the Parties (hereinafter the "Agreement"). In case of conflict between these documents, the Special Conditions shall take precedence over other documents. The Editor is the editor of a software solution designed to be used in Excel (Microsoft) for the purpose of facilitating the establishment of quotation for the production of commercials, to formalize such a quotation in PDF document showing the distinctive signs of the Customer (hereinafter "AlphA All-in-One") and track actuals expenses. 1. Grant of License The Publisher grants to the Customer by this Agreement, a nonexclusive, non-transferable usage AlphA All-in-One under the conditions defined below. 1.1. Availability Upon receipt of the Subscription Fee as defined in Section 4.1 below, the Publisher makes AlphA All-in-One available to be used by the Customer, in the form of an electronic file that will be emailed to the address provided by the Customer or made available for download on the website of the Publisher. 1.2. Setup: distinctive signs of the Client In consideration of the payment by the Client of the Subscription Fee as defined in Section 4.1 below, the Publisher will make necessary settings so that the distinctive signs of the Client (hereinafter the "Logos”) as indicated in the Special Conditions are incorporated into AlphA All-in-One. The Client may at any time request the Editor to change logos contained in the Special Conditions, add or remove, subject to payment of the relevant remuneration as provided for in the fee schedule. 1.3 . Rights of Use 1.3.1 The Customer may use AlphA All-in-One, exclusively for its own needs, with only Logos indicated in the Special Conditions, as modified if necessary. As such, the Customer expressly acknowledges that this license does not allow in any way directly or indirectly the use of AlphA All-in-One for the needs of a third party, regardless of ownership links with the Client (including subsidiary or sister company). Under the right of use granted hereunder, the Customer may reproduce, permanently or temporarily, AlphA All-in-One for the sole purpose of loading, displaying, running, transmission or storage. Any changes to any terms of use and particularly to the Customer Logos may be made only by the Publisher or with his consent, and subject to the payment of compensation thereto. Such a change will lead automatically to a modification of the Special Conditions. In case the Client change any of these Terms of Use, without the prior express written consent of the Publisher, particularly in the case of using AlphA All-in-One with other Logos than those listed in the Special Conditions of use for the purposes of a third party, or in the event of false, incorrect or incomplete declaration by the Client on the elements used to determine the Subscription Fee or Annual Fee, the Customer shall pay to the Editor, as a penalty, a fee equal to five times the amount it would have paid had if he sought the consent of the Publisher, notwithstanding the right to ask the Editor compensation for damages. 1.3.2 The Customer may not in any way modify, create derivative works from, manufacture, sublicense, distribute, transfer, translate, port, upload, post, publish, or otherwise dispose of any copy of AlphA All-in -One or any documentation provided by the Licensor. The Customer may not in any way grant to third parties the rights that are granted under this license. 1.3.3 The Customer may not, under any circumstances, disassemble, decompile or reverse-engineer AlphA All-in-One, in whole or in part. The Customer may not use any mechanical, electronic method, or other to trace, decompile, disassemble, or identify the source code (including the content, structure, organization, concepts, technology and literals methods) of AlphA All-in-One in whole or in part. 2. Duration The Contract shall enter into force on the date of sending by the Publisher the License Key allowing using Alpha All-in-One. The Contract is concluded for an initial period ending February 7 of the year following the current year. The contract will then be automatically renewed for one-year periods, subject to the payment of the Annual Fee as defined in Section 4.2 below. If a default of payment by the Customer of the Annual Fee no later than February 7 Agreement shall automatically terminate on that date. 3. Support - Updates - Maintenance In consideration of the payment by the Client of the Annual Fee as defined in Section 4.2 below, the Publisher will provide the Customer with assistance services and maintenance described below. 3.1 Assistance The Publisher will provide assistance to the Client using AlphA All-in-One to a maximum of 1 hour per month, the time not consumed by the client in a given month is in no way imputed the following month. The publisher will provide this assistance by any means he judges adequate, including by phone or email. Beyond the duration of one hour per month above, the Customer may receive assistance in the use of AlphA All-in-One in return of a fee as provided for in the fee schedule. 3.2 Updates The Publisher will make the AlphA All-in-One updates available to the Customer as and when they are editing in the form of electronic files sent by email to the address provided by the Customer or made available for download on the website of the Publisher. The Publisher shall send the Client upon receipt of payment for the Annual Fee, the License Key for the Customer to use the latest version of AlphA All-in-One. 4. Annual Fee Rights under the Contract shall be made by the Publisher in return for payment by the Client of remuneration consisting of a Subscription Fee and/or Annual Fee, under the conditions described below. The Customer shall pay to the Editor, no later than February 7 of each calendar year, an annual fee covering support services and use of AlphA All-in-One by the Customer in accordance with the Contract for a period of one year (the "Annual Fee"). The amount of the Annual Fee is indicated in the renewal invoices (Special Conditions). Unless the Publisher decides otherwise, the latter is calculated on the basis of the price list in effect on the date of issuance of the renewal invoice and will be indexed on the number of customer user workstations. If the unit prices of licenses per station have not undergone any change during the year, these unit prices will be revised annually according to the evolution of the SYNTEC index and the application of the following formula Rdi = Rdo * S / So in which: - Rdi represents the amount of the revised fee. - Rdo represents the amount of the fee on the date of entry into force of the contract. - S represents the last SYNTEC index (a measure of changes in the cost of intellectual labour services) available at the time of revision of prices. - So is the SYNTEC index available on the date of entry into force of the contract. The amount of the fee due for the annual period from the date of entry into force of the Agreement until February 7 of the year following the current year will be calculated pro rata. 5. Guarantees 5.1 The Publisher warrants to Customer that features AlphA All-in-One are consistent with the indications described in the documentation provided to the Client under the Contract. The publisher does not guarantee in any way that Alpha All-in-One is adapted to the specific needs of the Client, or compatible with any software used in conjunction with AlphA All-in-One, other than those expressly stated in the prerequisites listed in documentation provided to Client. It is the Customer to accurately assess its needs, assessing the suitability of AlphA All-in-One to them and to ensure that it has a special competence for its use as well as a compatible computer environment. 5.2 The Publisher shall make its best efforts to correct anomalies in AlphA All-in-One that are brought to its attention by the Client. As such, the anomalies making all the features of AlphA All-in-One impossible to use will be given priority by the editor who agrees to keep the Client informed of the solution, provided that the Publisher reserves the right to use the most appropriate way to make the correction. Anomalies nonblocking to operate AlphA All-in-One will be corrected by the Publisher in the updates listed in section 3.2 above. 5.3 The warranties specified in this Article shall be exclusive of any other warranty. In particular, the Publisher cannot in any way guarantee the reliability of the results obtained through the use of AlphA All-in-One. 6. Responsibility Using AlphA All-in-One is made by the Client under the Client's exclusive control and its sole responsibility. It is especially in respect of the Client prerequisites to use AlphA All-in-One, and verify the results obtained through its use. As such, the Client acknowledges that Alpha All-in-One is a tool for establishing film quotations and monitoring of actual film expenses that does not dispense him to verify that the calculations resulting from its use are not error-free. The Editor can in any way be liable for any direct or indirect damage of any kind resulting from the use by the user of AlphA All-in-One, including, without limitation, loss of goodwill, loss of control, any disturbance to business, loss of brand image, loss of profits or loss resulting from the calculations made in the context of the use of AlphA All-in-One, even in case of error formula or coding leading to miscalculations. In any event, the liability of the Publisher to the Client in case of conviction in a court of law for any damage, loss or other claim is strictly limited to the amount of the Annual Fee paid by the Customer to the Publisher in respect of the Contract during the annual period in which occurred the event leading to the questioning of his responsibility. 7. Other Services The Editor will ensure, on the Customer's request, installation services, configuration or technical assistance related to AlphA All-in-One in the terms and conditions in force at the date of the order by the Customer. 8. Copyright AlphA All-in-One is the exclusive property of the Publisher who is the only entity empowered to grant licenses. The Client shall not in any way give AlphA All-in-One, or sublicense it or lend it against payment or for free 9. Confidentiality of customer data AlphA All-in-One is a program installed and used locally on the computers of users to whom the Customer has entrusted the program. No data from this program relating to its specific business functionalities (such as those related to budgeting) goes through an external server without the knowledge of a user. The confidentiality of Customer data resulting from its use therefore depends solely on how the AlphA All-in-One Excel file will be shared by a user. 10. Confidentiality and protection of personal user data AlphA All-in-One does not use cookies. However, for the purposes of improving the program and monitoring licenses, AlphA All-in-One may collect the following technical data related to the configuration of a user workstation: version of AlphA All-in-One, version of the operating system (OS), version of Microsoft Office, screen size as well as data related to its use, the latter making it possible to check the validity of the Customer’s licenses (the user's employer). The Publisher guarantees the absolute confidentiality of user’s personal data and ensures that they will never be used for advertising or marketing. By accepting this Agreement or by using the program, the Customer and the users to whom the latter has entrusted the use of the program accept that the Publisher uses this data according to the conditions defined previously in this contract. The user can check his personal data obtained by the program and exercise his data protection rights by contacting the Publisher at the following address: contact@decoherences.com. 11. Litigation The contract is subject to French law. Any dispute relating to the execution of this Agreement shall be subject to the exclusive jurisdiction of the courts of the Court of Appeal of Paris. Documentation AlphA All-in-One - Key Features - Prerequisites Main features of AlphA All-in-One Establishment of commercial film quotes Establishment of commercial film advertising quotes Establishment of Weather-day quotes Establishment of a working budgets and tracking of actual costs Establishment of account logs Printing specifications in PDF format Prerequisites Macintosh: Microsoft Excel 2016 and above PC: Microsoft Excel 2007 and above It is strongly recommended to install the latest Microsoft Office updatesmailto:contact@decoherences.comGCU_files/Patch%20AlphA%203.0.xlsbshapeimage_2_link_0