GENERAL TERMS AND CONDITIONS OF SALE TRUCKFLY JOBBOARD

PREAMBLE

These “General Terms and Conditions of Sale” (collectively referred to as the “Agreement”) define the general terms and conditions under which the Manufacture Française des Pneumatiques Michelin, a Simplified Joint-Stock Company with a capital of 504,000,004 euros, with its registered office located at Place des Carmes Déchaux, 63040 Clermont-Ferrand, France, registered in the Trade and Companies Register of said city under number 855 200 507 RCS Clermont-Ferrand (hereinafter “Michelin”) offers the Client, who accepts it, the service offer of the “Truckfly JobBoard” CV Pack (hereinafter referred to as the “Services”).

TruckFly Jobboard is a website (www.job.truckfly.com) aimed at individuals seeking employment in the transport sector (hereinafter referred to as the “Candidate”) and any company or business looking to hire truck drivers (hereinafter referred to as the “Client”).

The Client and Michelin are hereinafter collectively referred to as the “Parties” or individually as a “Party.”

ARTICLE 1. ENTIRETY OF CONSENT INCLUDING ELECTRONIC

By giving your consent to these General Terms and Conditions of Sale by checking the appropriate box, you declare that you have the authority to represent and bind the Client and agree that the Client is entering into a transaction, whether by electronic, traditional, or online signature, and that your consent thus collected is intended to be your valid electronic signature for this transaction. Therefore, the Client expressly agrees to comply with the terms and conditions of the Agreement. The Client further agrees to use the electronic signature to sign any additional documentation that Michelin may require to be signed electronically, and the Client also agrees that Michelin may use electronic documents instead of paper documents to send information about the Services the Client receives from Michelin.

For the conclusion of the online Agreement, by clicking “I ACCEPT,” I acknowledge and agree that I have the authority to represent the Client and have read the information on the use of electronic records and authorize the use of electronic records and signatures instead of written documents and handwritten signatures.

The present Agreement, as defined in the preamble, constitutes the entire agreement between the Parties concerning the subjects dealt with herein and replaces any prior agreement, written or oral, between the Parties regarding these subjects.

In the event of any conflict or discrepancy between a specific contract signed between the Parties and these General Terms and Conditions of Sale, the specific contract shall prevail.

ARTICLE 2. DEFINITIONS

“Affiliated Companies” refers to, in relation to Michelin and the Client, as applicable, any company controlling the aforementioned Parties, controlled by them, or under joint control with them, whether by direct or indirect control. The list of companies is available in Michelin’s single registration document (https://www.michelin.com/rapport-annuel).

The “Client” refers to any company or business seeking to hire a truck driver and interested in being listed on the TruckFly JobBoard platform and who, as such, has subscribed to one of the TruckFly JobBoard CV Packs and fully adhered to this Agreement.

The “Candidate” refers to a person wishing to apply for one or more job offers posted on the platform www.job.truckfly.com and who has created an account on said platform to apply.

“Working Day” refers to any day other than a Saturday, Sunday, or public holiday in the country where Michelin is established.

“Web Backoffice” refers to a web portal provided by Michelin to the Client, allowing, for example, to update its information, create a job offer, and consult applications.

“Content” refers to all documents, texts, information, data, software, access codes, execution codes, images, audio or video material, in whatever medium or form, included or used on the web portal, other than the Client’s data.

“Client Data” refers to the Client’s Technical and Personal Data.

“Client Personal Data” refers to the Client’s Personal Data.

“Documentation” refers to the documents that Michelin makes available to the Client from time to time, which contain a description of the Services and the required infrastructure, if applicable;

“Effective Date” refers to the effective date indicated herein;

“Terms of Use” refers to the agreement of the Client and the Candidate on the General Terms of Use available online. This agreement must be given by the Client as well as by all Candidates when creating their respective online accounts;

“Intellectual Property Rights” refers to any patent, patent application, copyright, copyright, trade name, trademark, trademark, service mark, trade secret, and any application or right to request registration thereof, internet domain names, logos, designs, slogans, and general intangibles of the same nature, software or computer applications, proprietary tangible or intangible information, know-how, processes, formulas, algorithms, or any other intellectual property rights, whether registered or unregistered.

“Licensed Product” refers to the web portal and/or Content as well as any error correction or update that Michelin may provide or perform regarding the Web Portal.

“Normal Business Hours” means from 8:00 AM to 6:00 PM, local Paris time, each Working Day;

“Personal Data” means any information concerning an identifiable or identified natural person, in accordance with Regulation (EU) No. 2016/679 of the European Parliament and Council of April 27, 2016.

“Technical Data” refers to all data entered by the Client and/or the User and/or Michelin on behalf of the Client in each of the Services offered by Michelin in direct or indirect relation to tires and/or vehicles and/or their use, as well as recommendations related to the Client’s fleet issued by these Services or any other data, excluding Client Personal Data, that transit through the Web Backoffice to provide the agreed Services.

“Usage Limits” refers to the usage limits applicable to the Client’s use of the Licensed Products or Services, as specified in any applicable service contract (for example, the number of Users, the number of sites, or otherwise).

“User” refers to any employee or contractor of the Client authorized on its behalf to access and/or use the Services.

ARTICLE 3. USE OF LICENSED MICHELIN SERVICES AND INTELLECTUAL PROPERTY RIGHTS

If the Services involve the Client’s use of Licensed Product(s), during the execution of the Agreement and subject to the terms and conditions of the Agreement and the commercial conditions applicable to each Licensed Product included in the Services to which the Client subscribes, Michelin (i) grants the Client a non-exclusive and non-transferable right to access and use the associated Licensed Product solely to support its internal operations, and (ii) will provide the Services. User accounts cannot be shared or used by more than one person. The Client is solely responsible for connecting its computers to a telecommunications service that provides secure Internet access. The Client agrees to comply with the Usage Limits stipulated in the General Terms of Use (if applicable).

Where possible, Michelin will assign to the Client, and the Client will be responsible for controlling, the usernames and passwords that will allow it, its employees, and independent contractors to access the services. The Client agrees to promptly inform Michelin of any unauthorized use of its username or password and remains responsible for any use (whether authorized or not). Until such notification, Michelin will not be responsible for any unauthorized use. Michelin cannot be held liable for any loss or damage resulting from unauthorized use of a username or password. If this applies to the Services provided to the Client, the Client agrees not to assign, transfer, or otherwise allow access to the Services, except as expressly provided herein. Any use of the Services by a partner independent contractor, subcontractor, or service provider of the Client must be for commercial purposes, and the Client remains responsible for all acts or omissions of these independent contractors.

The Client agrees to:

• ensure that each User maintains a strong and secure password for the use of the Services and Documentation and keeps their password secure and confidential;

• maintain an up-to-date written list of current Users and communicate it to Michelin within five (5) Working Days following Michelin’s written request at any time;

• allow Michelin to conduct an audit of the Services to verify that the Client complies with the Usage Limits. This audit can only be carried out once per quarter, at Michelin’s expense, and this right must be exercised with reasonable notice, in a manner that does not substantially interfere with the Client’s normal business conduct;

• if one of the audits reveals that a user account has been shared with a person who is not a User, then, without prejudice to Michelin’s other rights, the Client shall promptly deactivate these passwords, and Michelin shall not issue new passwords to that person;

The Client must not (and must ensure that the Users do not) store, distribute, or transmit viruses, Trojan horses, or any other material in the course of its use of the Services and Licensed Products that:

• is illegal, harmful, threatening, defamatory, obscene, infringing, harassing, or racially or ethnically offensive;

• facilitates illegal activities;

• depicts sexually explicit images;

• promotes illegal violence;

• is discriminatory based on race, gender, color, religious beliefs, sexual orientation, or disability; or

• is otherwise illegal or causes harm or injury to any person or property;

And Michelin reserves the right, without prejudice to its other rights against the Client, to disable the Client’s and/or any affected User’s access to any material that violates the provisions of this article.

The Client must not:

• except to the extent permitted by any applicable law that cannot be excluded by agreement between the Parties and except to the extent expressly authorized by this Agreement:

attempt to copy, modify, duplicate, create derivative works, frame, mirror, republish, download, display, transmit, or distribute all or part of the Licensed Products and/or Documentation (as the case may be) in any form or media or by any means; or attempt to decompile, reverse engineer, or disassemble all or part of the Licensed Products; or

• access all or part of the Services and Documentation to build a product or service that competes with the Services and/or the Documentation; or

• use the Services and/or Documentation to provide services to third parties, unless expressly authorized by Michelin; or

• grant, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to a third party, except to the extent authorized by this Agreement, or

• attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as authorized under this Agreement.

The rights provided under this article are granted to the Client only and do not extend to any Affiliate of the Client.

The Client must use all reasonable efforts to prevent unauthorized access or use of the Services and/or Documentation and, in the event of any such unauthorized access or use, must promptly notify Michelin.

The Client acknowledges and agrees that Michelin and/or its licensors hold all intellectual property rights in the Licensed Products, the Services, and the Documentation. Except as expressly provided herein, this Agreement does not grant the Client any rights to, under, or in any patent, copyright, database right, trade secret, trade name, trademark (whether registered or not), or any other right or license in respect of the Services, Documentation, or Licensed Products.

The Client acknowledges and agrees that Michelin may include the Client’s name, logo, or other identifying marks in Michelin’s press releases, websites, and marketing materials.

ARTICLE 4. CONDITIONS OF ACCESS AND USE OF THE TRUCKFLY JOBBOARD SERVICE

4.1 Truckfly JobBoard Service

As part of the TruckFly JobBoard service, Michelin provides the Client with a web platform to connect Clients and Candidates. This service includes, in particular, the following features:

• A “Web Backoffice” dedicated to the Client, allowing the Client to:

• Create and publish job offers;

• Access the applications received in response to job offers;

• Access CVs of Candidates who have expressed an interest in job opportunities.

• Management and provision of job offers:

• Michelin provides the Client with an interface to create and publish job offers on the TruckFly JobBoard platform;

• The Client has the possibility to edit, modify, or delete job offers via the Web Backoffice interface;

• Michelin reserves the right to refuse the publication of any job offer that does not comply with its editorial or ethical standards.

4.2 Availability of the Truckfly JobBoard Service

Michelin commits to implementing reasonable efforts to ensure the availability and accessibility of the TruckFly JobBoard service. However, the Client acknowledges and accepts that Michelin may need to suspend access to the service for maintenance, security reasons, or to improve the platform. Michelin will make its best efforts to inform the Client in advance of any planned maintenance or interruption of service.

4.3 Responsibilities and Obligations of the Client

• The Client agrees to use the TruckFly JobBoard service in compliance with all applicable laws and regulations.

• The Client agrees not to post content that is unlawful, offensive, defamatory, or that infringes upon the rights of third parties.

• The Client agrees to provide accurate and up-to-date information when using the TruckFly JobBoard service, particularly when creating job offers.

• The Client agrees not to use the TruckFly JobBoard service for fraudulent or illegal purposes.

4.4 Limitation of Liability

• Michelin will make reasonable efforts to provide the TruckFly JobBoard service with reasonable care and skill. However, Michelin does not guarantee that the service will be free of errors, interruptions, or that it will meet the specific needs of the Client.

• Michelin will not be held liable for any direct or indirect damage, loss of profit, or loss of opportunity resulting from the use or inability to use the TruckFly JobBoard service.

• The Client acknowledges that Michelin acts as a technical intermediary and is not responsible for the content published by the Client or Candidates on the TruckFly JobBoard platform.

4.5 Data Protection

• Michelin undertakes to process and protect the personal data of the Client and Candidates in accordance with applicable data protection laws and regulations.

• The Client acknowledges that it is responsible for the processing of personal data collected via the TruckFly JobBoard platform and agrees to comply with its obligations under data protection laws, including informing and obtaining the consent of Candidates if necessary.

4.6 Termination of the Truckfly JobBoard Service

• Michelin reserves the right to terminate or suspend the TruckFly JobBoard service at any time and for any reason, without notice.

• The Client may also terminate the use of the TruckFly JobBoard service at any time by ceasing to use the service and deleting its account.

• In the event of termination, Michelin will delete the Client’s account and any associated data within a reasonable period of time.

ARTICLE 5. BILLING AND PAYMENT

5.1 Payment Terms

• The Client agrees to pay the fees associated with the use of the TruckFly JobBoard service according to the rates and terms specified in the commercial contract or order form.

• The Client will receive an invoice from Michelin, detailing the fees due. Payment is due within [number of days] days from the date of the invoice.

• In case of late payment, Michelin reserves the right to apply late fees and/or suspend access to the TruckFly JobBoard service until full payment is received.

5.2 Refund Policy

• Michelin does not offer refunds for the TruckFly JobBoard service, except in cases where the service was not provided due to a fault or failure on Michelin’s part.

ARTICLE 6. GENERAL PROVISIONS

6.1 Amendments

• Michelin reserves the right to amend these General Terms and Conditions of Sale at any time. The Client will be notified of any changes and will have the option to accept or reject the new terms. Continued use of the TruckFly JobBoard service after notification of the changes constitutes acceptance of the new terms.

6.2 Governing Law and Jurisdiction

• This Agreement is governed by and construed in accordance with the laws of France. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Clermont-Ferrand, France.

6.3 Entire Agreement

• This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, or communications, whether written or oral, relating to such subject matter.

6.4 Severability

• If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

6.5 Force Majeure

• Michelin shall not be liable for any delay or failure in performance of its obligations under this Agreement if such delay or failure results from a cause beyond its reasonable control, including but not limited to acts of God, natural disasters, government actions, war, civil disturbance, or any other force majeure event.

6.6 Assignment

• The Client may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Michelin. Michelin may assign or transfer its rights and obligations under this Agreement to any of its Affiliates or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

6.7 Notices

• Any notices or other communications required or permitted under this Agreement shall be in writing and delivered to the respective Parties at their registered addresses or such other address as a Party may designate in writing.

6.8 No Waiver

• No failure or delay by either Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

ARTICLE 5. SERVICES

Michelin will provide the Services defined below and make the Documentation available to the Client, subject to the provisions of these General Terms and Conditions of Sale.

As part of the Services, Michelin offers different Advertisement Packages to the Client, which include all or part of the following features:

Each Advertisement Package includes a determined number of advertisements, allowing the Client to create and post one or more advertisements on the website job.truckfly.com and thus receive resumes from Candidates who have applied to the same advertisement.

However, it is specified that Michelin does not guarantee the Client will receive a minimum number of Candidate resumes for each advertisement posted.

Michelin does not guarantee the Client exclusivity over the received and reviewed application. It is possible that a candidate may have applied to one or more other job offers available on the TruckFly JobBoard by Michelin website and/or on other third-party sites offering similar services. Michelin cannot be held liable in this regard.

It is also specified that Michelin does not verify the identity or integrity of the Candidate(s) responding to the Client’s job offer. Thus, a Candidate applying to a job offer posted by the Client may, for example, work or have worked for a company or business that has or has had commercial relations with Michelin. Michelin cannot be held liable in this regard.

In general, Michelin will not be liable for the content of the information provided by the Candidate on the TruckFly JobBoard by Michelin website.

Details on the features of each Advertisement Package are available at the following address: https://job.truckfly.com/package-pricing

Michelin will endeavor, as far as possible, to make the Services available 24 hours a day, 7 days a week, except for the following:

1. Scheduled maintenance performed with reasonable notice; and
2. Unscheduled maintenance performed outside of Normal Business Hours, provided that Michelin has made reasonable efforts to give the Client at least six Normal Business Hours’ notice.

If the Client wishes to change the scope of the Service and/or the Usage Limits, they will notify Michelin in writing with the details of the requested change. If the parties agree, additional general terms and conditions will be signed by the parties.

ARTICLE 6. PRICE AND PAYMENT

The Client agrees to pay Michelin the price, under the conditions defined below:

The price of each Package, which includes a determined number of advertisements, is accessible at this address: https://job.truckfly.com/package-pricing

Each Advertisement Package offered is sold individually. As such, the Client can purchase as many Advertisement Packages as they wish.

The selected Advertisement Package(s) must be paid for by the Client directly on the website https://job.truckfly.com/ and only by credit card. Once payment has been made and after receipt of an automatic payment confirmation message, the Client will have access to the purchased Advertisement Package(s).

Any amount owed by the Client under this agreement that remains unpaid after the due date will be subject to a penalty for the duration of the delay.

These penalties will be calculated at an annual rate of 5% and will include an administrative fee of forty (40€) euros per invoice.

Furthermore, if Michelin has not received payment within thirty (30) days of the due date, and without prejudice to any other rights and remedies, Michelin may, without liability to the Client, disable the Client’s and/or User’s password, account, and access to all or part of the Services, and Michelin will not be obligated to provide any or all of the Services while the relevant invoices remain unpaid.

All amounts payable under this Contract do not include taxes. The Client agrees to pay or reimburse Michelin for all taxes imposed by any government on amounts payable under this Contract, whether billed by Michelin or otherwise collected, including sales, use, value-added, goods and services, consumption, personal property, withholding, duties, fees, royalties, and charges of any kind, penalties and interest related thereto, but excluding taxes imposed on Michelin’s net income, capital, assets, personnel, property, equity, consumption, withholding, royalties, fees, duties, and interest thereon.

At Michelin’s request, the Client must provide Michelin with the original or certified copies of all receipts or other evidence of tax payments made under this Contract, within the time required by applicable law.

The Client and Michelin will cooperate to obtain any favorable tax treatment for the Parties concerning amounts payable under this Agreement. Each Party is responsible for reporting, withholding, and paying all income taxes, unemployment taxes, or other similar taxes for its employees.

ARTICLE 7. CLIENT OBLIGATIONS

In addition to paying for the Service under the conditions described in Article 6 above, the Client must:

• Provide Michelin with:
  • All necessary cooperation concerning this agreement; and
  • All necessary access to the information requested by Michelin to provide the Services, including, but not limited to, Client Data, secure access information, and configuration services;
• Fulfill all other Client responsibilities set out in these General Terms and Conditions of Sale in a timely and efficient manner. In case of delay in the provision of agreed assistance by the Client, Michelin may adjust any agreed schedule or delivery timetable as necessary;
• Ensure that each User accepts and complies with the Terms of Use, if applicable to the Services from time to time;
• Ensure that its network and systems comply with relevant specifications provided by Michelin from time to time, if applicable; and
• Be solely responsible for acquiring and maintaining its network connections and telecommunications links from its systems to Michelin’s data centers, as well as for all problems, conditions, delays, delivery failures, and other losses or damages arising from or related to the Client’s network connections or telecommunications links or caused by the Internet.

Nothing in this Contract replaces or waives the Client’s obligation to comply with all applicable laws and regulations.

ARTICLE 8. DURATION, VALIDITY, AND DELETION OF ADVERTISEMENT PACKAGES

This Contract will take effect from the online conclusion thereof, in accordance with Article 1 hereof, and will remain in force until the Client deletes their account.

Each Advertisement Package purchased by the Client is valid for one (1) year. Each purchased Advertisement Package will remain valid until the package’s expiration date, which is one (1) year.

unless:

• The Client deletes their account. In this case, the Advertisement Packages purchased by the Client before deleting the account will no longer be accessible or usable.
• A Party breaches any of its obligations under the Contract, and this breach has not been corrected within thirty (30) days after receipt of notice by registered letter with acknowledgment of receipt sent by the non-defaulting Party;

TruckFly by Michelin

107 rue Servient, 69003 Lyon

It is specified that if the account is deleted by the Client, Michelin will not refund the price paid by the Client at the time of purchasing one or more Advertisement Package(s), even if the Advertisement Package(s) have not been fully used.

It is also specified that deleting the account by the Client will automatically result in the deletion of the Client’s Personal Data.

Deleting the account by the Client will terminate these General Terms and Conditions of Sale. In this case:

• All licenses granted under these General Terms and Conditions of Sale and the Service Agreement will be immediately terminated, and the Client must immediately cease all use of the Services and/or Documentation provided under this agreement;
• The rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages for any breach of the Contract or applicable Commercial Terms that existed at the date of termination or before, will not be affected or impaired.

ARTICLE 10. FORCE MAJEURE

Under Article 1218 paragraph 1 of the Civil Code, “There is force majeure in contractual matters when an event beyond the control of the debtor, which could not reasonably have been foreseen at the time of the conclusion of the contract and whose effects cannot be avoided by appropriate measures, prevents the debtor’s obligation from being fulfilled.”

Thus, neither party shall be liable for damages or other consequences for any delay or failure in performance caused by any event beyond the reasonable control of the party, external and unpredictable for the parties, such as war, fire, flood, accident, labor dispute, order, regulation, or government restriction, interruption of transportation facilities, shortage of fuel, raw materials, or finished products, or any other cause beyond the reasonable control of the parties or their suppliers.

If a force majeure event continues for a period of three (3) consecutive months and there is no reasonable prospect of remedying it promptly despite the affected party’s efforts to address the force majeure event, the other party has the right to terminate this contract in its entirety and without liability upon fourteen (14) days’ notice to the affected party.

ARTICLE 11. CONFIDENTIALITY

Each party agrees not to disclose to anyone any confidential information of the other party that has been disclosed to it or that has come into its possession as a result of the services provided or relating thereto. Confidential information means all confidential and proprietary information, including, but not limited to, know-how, intellectual property, ideas, designs, concepts, plans, data, software, and other technical, financial, or commercial information obtained directly or indirectly by one party (“the receiving party”) from the other party or as a result of communications with the other party (“the disclosing party”) or due to its location. However, nothing in this agreement prohibits the disclosure of information that (i) is already in the public domain, (ii) becomes public domain after disclosure to a party otherwise than as a result of an unlawful act of that party, (iii) is received from a third party, provided that such third party did not acquire it directly or indirectly from a party, or (iv) is subject to a legal obligation or by any government body with authority over a party.

ARTICLE 12. COMPLIANCE WITH LAWS

The Parties agree to comply with all applicable laws, rules, and regulations, particularly, but not limited to, all applicable data protection, security, labor, employment, taxation, export control, and environmental laws. The foregoing obligations include, without limitation, all requirements of applicable laws and regulations concerning anti-money laundering, anti-corruption, anti-terrorism, trade embargoes, and economic sanctions, now or in the future.

Each of the Parties undertakes to refrain from (i) offering, promising, or giving intentionally, and (ii) attempting and conspiring to offer, promise, or give, directly or through intermediaries, to a foreign public official, any other person who may exert influence or a third party, any pecuniary or other unjustified advantage, so that this official acts or refrains from acting in the course of official duties, to obtain or retain business or any other undue advantage in the course of national or international business.

Both Parties guarantee that they have and will maintain all necessary licenses, consents, and authorizations required to perform this agreement.

The Client agrees to comply and ensure that all its business partners (customers and suppliers) and subcontractors comply with all applicable laws and regulations, including anti-corruption, anti-money laundering, fraud, health and safety, environmental, labor law, human rights, harassment, and discrimination laws and regulations. The Client must conduct its activities with integrity, ethics, and transparency and must adopt, promote, and comply with all fundamental rules concerning human rights, labor, environment, ethics, fraud, and anti-corruption. Additionally, Michelin provides its clients with an Ethics Line that can be activated in case of violations of the Code of Ethics or the anti-corruption compliance program. Alerts can be submitted via the following link https://secure.ethicspoint.com/domain/media/fr/gui/38522/index.html.

ARTICLE 13. EXPORT CONTROL

The Client certifies that it will be the end user of the Michelin Group Services, and any Linked Product (any goods made available to the Client as an integral part of the Services) or any Linked Accessory (hardware components necessary for the provision of the Services such as tire pressure monitoring equipment and any software or computer application used to process and display data) made available to the Client as a necessary element of the Services. The Client will use the Services, any Linked Product, and any Linked Accessory until the end of their life, physical or otherwise, or until the end of the Service Contract (whichever occurs first).

The Client agrees to use the Services, and any Linked Product and any Linked Accessory only for the use declared to Michelin and not to make them available (whether free of charge or for a fee) to any third party (legal or natural person), regardless of the country.

The Client agrees to comply with all applicable laws and regulations regarding the supply, sale, transfer, export, re-transfer, re-export of the Services, any Linked Product, any Linked Accessory, any related data, including but not limited to those relating to trade sanctions (including, without limitation, total or sectoral embargoes, sanctions relating to prohibited legal or natural persons) and those relating to export control (including, without limitation, military or dual-use items), hereinafter referred to as “Trade Restrictions.”

A Sanctioned Person means an individual, entity, or organization that is (i) either designated or listed on a Trade Restrictions list, (ii) either owned or controlled by a person specifically designated or listed on a Trade Restrictions list, or (iii) acting on behalf of or for the benefit of any person specifically designated or listed on a Trade Restrictions list. The Client certifies that as of the date of signing the Contract, neither the Client, nor any of its Group affiliates, nor any of their respective directors or officers are Sanctioned Persons. The Client agrees to immediately notify Michelin if any of the legal or natural persons mentioned above (the Client, its Group affiliates, or any of their directors or officers) become Sanctioned Persons.

The Client agrees to indemnify and hold Michelin harmless against any loss, costs, actions, damages, liability, expenses, including attorneys’ fees, and transaction or litigation costs, incurred by any violation of the Trade Restrictions by the Client. The Client is responsible for any action or omission committed in the exercise of its obligations under this clause, whether of its own doing, or that of its directors, employees, affiliates, agents, suppliers, or subcontractors, regardless of who they are.

ARTICLE 14. INDEMNITIES

Subject to this article, Michelin agrees, at its own expense, to pay all Damages and defend the Client against (or at its option, settle) any action brought by a third party asserting against the Client that the Licensed Products, when used in accordance with the Documentation, infringe any European patent, copyright, trade secret, or other proprietary right of a third party (“Infringement Action”), provided that the Client: (a) promptly notifies Michelin in writing of any intellectual property claim; (b) allows Michelin to control and direct the investigation, preparation, defense, and settlement of the claim; and (c) fully assists and cooperates with Michelin in the defense thereof. Michelin agrees to pay all damages or liabilities awarded to the Client (or agreed in a settlement by Michelin) resulting from the intellectual property claim, including awarded costs and attorney’s fees (collectively referred to as “Damages”). Michelin shall not be liable for any settlement it does not approve in writing before such settlement.

Following notification of an Intellectual Property Claim or any facts that may give rise to such an IP Claim, Michelin may, at its sole discretion and choice, (a) procure for the Client the right to continue using the said Licensed Product, (b) replace the Licensed Products, or (c) modify the relevant Licensed Products to make them non-infringing. If the Client’s use of the Licensed Product(s) is prohibited by a final judgment and if Michelin determines that it is not commercially reasonable to implement any of the alternatives (a) to (c), Michelin shall terminate the license for the allegedly infringing Licensed Products and refund any prepaid and unused fees (if applicable) that the Client has paid for such Licensed Products.

In no event shall Michelin have any obligations under this article or liability for any claim or action if the intellectual property claim is caused by, or results from: (a) the Client’s combination or use of the Licensed Product(s) with software or services, software, or data other than those of Michelin, if such Intellectual Property Claim would have been avoided by the uncombined or independent use of the Licensed Product(s); (b) the modification of the Licensed Product(s) by anyone other than Michelin if such Intellectual Property Claim would have been avoided by the unmodified use of the Licensed Product(s); (c) the Client’s continued alleged infringing activity after being notified thereof or after being provided with modifications that would have avoided the alleged infringement; (d) the Client’s use of the Licensed Products in a manner not strictly in accordance with this Contract; or (e) Michelin’s adaptation of the Licensed Products to the Client’s particular specifications.

THIS ARTICLE SETS FORTH THE ENTIRE LIABILITY OF EACH PARTY AND THE SOLE AND EXCLUSIVE REMEDY OF THE OTHER PARTY FOR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR ALLEGATIONS BY A THIRD PARTY.

In addition, the Client shall defend, indemnify, and hold harmless Michelin from third-party claims, actions, proceedings, losses, damages, expenses, and costs (including, without limitation, court costs and reasonable legal fees) arising out of or in connection with the Client’s use of the Services and/or Documentation, provided that:

• the Client is promptly informed of any such claim;
• Michelin provides reasonable cooperation to the Client in the defense and settlement of such claim, at the Client’s expense; and
• the Client is solely entitled to defend or settle the claim.

ARTICLE 15. WARRANTIES AND LIMITATION OF LIABILITY

The services will be performed largely in accordance with the terms and conditions set out in this Contract and the documentation and with reasonable skill and care.

This commitment does not apply to the extent of any non-conformance caused by the Client’s use of the Services contrary to Michelin’s instructions or by any modification or alteration of the Services by any party other than Michelin or its duly authorized suppliers or agents. If the Services do not conform to the above commitment, Michelin will, at its expense, use commercially reasonable efforts to promptly correct any non-conformance or provide the Client with another means of achieving the desired performance. This correction or substitution constitutes the sole and exclusive remedy of the Client for breach of the above commitment.

Notwithstanding the foregoing, Michelin:

• does not warrant that the Client’s use of the Services will be uninterrupted or error-free; or that the Services, Documentation, and/or information obtained by the Client through the Services will meet the Client’s requirements; and
• is not responsible for delays, delivery failures, or any other loss or damage resulting from the transfer of data over communication networks and facilities, including the Internet, and the Client acknowledges that the Services and Documentation may be subject to limitations, delays, and other problems inherent in the use of such communication facilities.

Notwithstanding the foregoing, the Services (including Documentation) are provided “as is” and, to the extent permitted by applicable law, Michelin makes no warranties and disclaims all warranties of any kind (whether written, oral, express or implied), including any warranty of merchantability or fitness for a particular purpose, regarding the use, including improper use, or inability to download and/or use the Services. Michelin shall not be liable for any damage or loss resulting from reliance on them.

Except as expressly provided in this Contract:

• the Client assumes full responsibility for the results obtained from the use of the Services and Documentation by the Client, and for any conclusions drawn from such use. Michelin disclaims any liability for any damage caused by errors or omissions in any information, instructions, or scripts provided to Michelin by the Client in connection with the Services, or any action taken by Michelin at the Client’s direction;
• all warranties, representations, conditions, and other terms of any kind implied by law or case law are, to the fullest extent permitted by applicable law, excluded from this agreement.

Neither Party shall in any event be liable to the other Party for any consequential, incidental, indirect, or special losses or damages related to the services, including, but not limited to, damages for loss of use, opportunity, business potential, and/or profit, loss or corruption of data or information, or for termination or expiration of this Contract in accordance with its terms regarding the performance or non-performance by either party of this agreement.

In any event, Michelin’s total liability for all claims (whether related or not to the performance of this Contract, whether contractual, tortious (including negligence or breach of statutory duty), misrepresentation, restitution, or otherwise) arising out of the performance or contemplated performance of the Contract is limited to an amount equal to 1.5 times the total Subscription Fees paid for the Services concerned during such period.

Nothing in this agreement shall exclude either Party’s liability:

for death or personal injury caused by their negligence; or for fraud or fraudulent misrepresentation.

ARTICLE 16. INSURANCE

Each Party represents that it is insured for all financial consequences of its professional and operational civil liability for any bodily, material, and consequential or non-consequential intangible damage caused to the other Party and/or any third party in connection with the Contract. Such insurance shall be taken out with a reputedly solvent insurance company and maintained throughout the duration of the Contract and two years after its termination. Each Party undertakes to provide, at the first request of the other Party, an annual certificate from said company specifying the guaranteed amounts.

ARTICLE 17. AMICABLE SETTLEMENT OF DISPUTES

All disputes regarding the validity, interpretation, execution or non-execution, interruption or termination of this Agreement shall be submitted to mediation in accordance with the mediation rules of CMAP – Centre de Médiation et d’Arbitrage de Paris – at the Paris Chamber of Commerce and Industry of Paris Ile-de-France, which the Parties have acknowledged and declare to accept the application of, unless another alternative dispute resolution method and its location are agreed upon in writing by the Parties within fourteen (14) days following the request for the implementation of the mediation procedure by one of the Parties.

ARTICLE 18. APPLICABLE LAW AND DISPUTE RESOLUTION

This Agreement is governed by French law, without regard to any conflict of laws provisions.

If the Parties do not reach a written agreement resolving their dispute within a period of four (4) months from the request for the implementation of the mediation procedure, the courts of Clermont-Ferrand shall have sole jurisdiction over the dispute, notwithstanding multiple defendants or third-party claims.

ARTICLE 19. MISCELLANEOUS

This Agreement may be amended by Michelin at its sole discretion and upon notification to the Client. In such a case, the Client shall have the right to terminate the Agreement with a notice period of three (3) months.

This Agreement does not prevent Michelin from entering into similar agreements with third parties, or from developing, using, selling, or independently licensing documents, products, and/or services similar to those provided under this Agreement.

The failure of either Party to assert or exercise any of its rights under any provision of this Agreement shall not be construed as a waiver of such rights, nor shall it affect the validity of these provisions or the rights or powers and remedies of the other Party under this Agreement. The exercise of a right or the application of a right or remedy by either Party under this Agreement does not limit or affect the right or power of the other Party to subsequently exercise the same right or any other right or apply the same or any other remedy.

The Client may not assign this Agreement or any of its rights or obligations hereunder without the written consent of Michelin. Any assignment by the Client is null and void. This Agreement and any rights or interests hereunder may be assigned at any time by Michelin to any of its affiliates.

The invalidation of any provision of this Agreement, or the application of such invalidation to any person, by law, judgment, or court order, shall not in any way affect the other provisions hereof or the application to any other person, and these provisions shall remain in force, unless the modified execution would be unreasonable or unfair in all circumstances or would obstruct the purposes hereof.

No provision of this Agreement shall be deemed to create a franchise, partnership, or agency relationship between the Parties, and the Parties acknowledge that they are independent companies. No Party is authorized to act on behalf of or bind the other Party.

For the purposes of the application of this Agreement, the Parties designate their respective registered offices as the official address. Unless otherwise agreed, any notification, communication, or request by one Party to the other under this Agreement, to be valid, must be sent in writing by registered letter with acknowledgment of receipt.