LICENSE

                              XCOMPONENT COMMUNITY GENERAL TERMS OF USE

                                                  
This Agreement is between Invivoo Software, located at 13 rue de l’Abreuvoir, 92400 Courbevoie (RCS Nanterre,
509 561 569), France (hereinafter « Company ») and the natural person that has entered into this
Agreement as licensee (hereinafter, the “Licensee”). Company provides different licensed modules
(Application Control Center (hereinafter « AC2 »), Gallery, Studio) as described on
www.xcomponent.com (hereinafter, the « Licensed Modules »)  and, when requested by Licensee,
additional services relating to AC2 and Gallery Licensed Modules (hereinafter, the “Additional
Services”), that are subject to these General Terms of Use and may also be subject to additional
Specific Terms of Use (hereinafter and together, the « Agreement »), which are all together agreed
by the Licensee when first accessing the XComponent platform (hereinafter, the “Platform”).

1.  Grant of right and license by Company.

  Upon the acceptance of this Agreement and, when applicable, subject to payment of the applicable
  Fees by Licensee, Company grants Licensee, unless otherwise provided in this Agreement, only for
  the duration of the Term, a worldwide, non-exclusive, non-transferable right to i) use, via the
  Platform or on-site, the Licensed Modules and the applications made available via the different
  Licensed Modules on the Platform (hereinafter, the “Applications”), ii) test the Applications;
  iii) carry out developments on the basis of the Applications (hereinafter, the “Developments”).
  Licensee undertakes to use the Platform, the applicable Licensed Modules and the Applications in
  accordance with this Agreement, when applicable the relevant order(s) signed by Licensee
  (hereinafter, the “Order”) and the pertaining documentation.
  
2.  Authorizations and restrictions

  Licensee is authorized by Company to use the Platform, Licensed Modules and Applications in the
  conditions specified in section 1 of these General Terms of Use on an individual basis, in the
  framework of her/his personal and/or professional activities. .When Licensee uses the Platform,
  the Licensed Modules and the Applications in the framework of her/his professional activities, in
  no event is the Licensee authorized to exploit, distribute, perform or offer any types of service
  (including but not limited to consulting, training, assistance, outsourcing, service bureau)
  relating to the Developments, in whole or part, as standalone products or components, irrespective
  of the means of such exploitation, distribution or performance of services. However, Licensee
  using the Platform, the Licensed Modules and the Applications in the framework of her/his personal
  activities is authorized to exploit or distribute the Developments. . Licensee shall not reverse
  engineer, decompile, disassemble, or otherwise translate all or part of the Platform, the Licensed
  Modules and/or the Applications.
  
3.  Fees and payments terms

  All of the licensed rights described in section 1 of these General Terms of Use are granted to
  Licensee free of charge by Company. However, if Licensee orders Additional Services, as described
  in the Specific Terms applicable to Additional Services, Licensee shall pay to Company the
  applicable fees indicated in the relevant Order.
  
4.  Intellectual Property Rights

  Licensee acknowledges that all intellectual property rights in the Platform, Licensed Modules and
  Applications belong and shall belong to the Company and Licensee shall have no rights in or to the
  Platform, Licensed Modules and Applications other than the right to use them in accordance with
  the terms of this Agreement. On each copy, enhancements or Developments made on the Licensed
  Modules and/or Applications by Licensee in accordance herewith, Licensee will reproduce or cause
  to be reproduced all copyright, trademark and other notices of the Company.
  
5.  Intellectual Property indemnity

  Company may, at its discretion, decide to defend Licensee at its own expense or to settle any claim or
  action brought against Licensee alleging that the use of the Platform and/or Licensed Modules and/or
  the Applications (or any part thereof) in accordance with the terms of this Agreement infringes any
  intellectual property rights of a third party and shall be responsible for any reasonable losses,
  damages, costs (including reasonable legal fees) and expenses incurred by or awarded against
  Licensee as a result or in connection with any such claim. For the avoidance of doubt, this shall
  not apply where the claim i) is attributable to acts breaching the terms of this Agreement and/or
  use of the Platform, Licensed Modules and/or Applications in combination with any hardware or
  software not supplied or specified by the Company, and/or ii) concerns Developments made by the
  Licensee including based on and/or using the Platform, the Licensed Modules and/or the Applications.
  If any third party makes a claim, or notifies its intention to make a claim against Licensee,
  Company’s above-mentioned obligations are applicable only if Licensee i) gives written notice of
  such claim to the Company as soon as reasonably practicable, ii) does not make any admission of
  liability, agreement or compromise in relation to the claim without the prior written consent of
  Company, and iii) gives Company at reasonable times access to its premises and/or to any relevant
  information or records so as to enable  Company to assess and/or defend the claim. In the event of a
  claim, Company may at its sole option and expense: i) procure for Licensee the right to continue
  possessing and using the Platform, the applicable Licensed Modules and Applications (or any part
  thereof) in accordance with the terms of this Agreement, ii) modify the Platform, the applicable
  Licensed Modules and/or Applications (or any part thereof) so that it/they cease to be infringing,
  or iii) replace the applicable Licensed Modules and/or Applications (or any part thereof) with non-
  infringing Licensed Modules and/or Applications.

6.  Confidentiality.

  Both parties shall keep confidential any non-public information, know-how and trade secret in any
  form, which is imparted verbally or in writing, by or on behalf of the other Party, that are
  designated as “Confidential” or that a reasonable person knows, or reasonably should understand to
  be, confidential, including but not limited to the Platform, the Licensed Modules and/or the
  Applications (or any part thereof) (hereinafter, the “Information”). The Information shall not
  include information, however marked “Confidential”, which (a) is already in a Party’s possession
  at the time of disclosure, as duly evidenced by such Party in writing, or (b) is now in or enters
  the public domain other than through unauthorised disclosure by the receiving Party and without a
  breach of this Agreement, or (c) is rightfully received by a Party from a third party who has a
  right to disclose such Information and without any obligation to keep it confidential, or (d) is
  independently developed by a Party without use or reference to any of the Confidential
  Information, (d) is required to be disclosed by law, in which case the Party required to make such
  disclosure shall give the other Party prompt written notice. Both Parties shall use the
  Information only for in connection with and for the sole purpose of carrying out its obligations
  and exercising its rights under this Agreement. Both Parties agree not to disclose the Information
  to a third party, provided that each party may disclose the Information to its employees,
  officers, representatives, advisers, agents or subcontractors who have a specific need to know the
  Information but only provided that they are bound by confidentiality obligations that are no less
  effective and binding than the provisions of this Agreement. Parties can exchange Information as
  long as this Agreement remains in full force and effect, until termination by one of the Parties
  of this Agreement. Confidentiality shall survive any termination of this Agreement, for whatever
  reason, for a period of five (5) years from receipt of each Information.
  
7.  Warranty

  Unless otherwise stated in this Agreement, the Platform, the Licensed Modules and Applications are
  provided on an “as is”, “as available” and with “all faults” basis. Company does not warrant that
  the functions of the Platform, Licensed Modules and/or Applications will meet Licensee’s
  requirements and/or will enable it to attain the objectives Licensee has set for itself, or that
  they will operate in the combination or environment selected for use by Licensee, or that the
  operation of the Platform, Licensed Modules and/or Applications will be uninterrupted or free of
  errors.
  
8.  Limitation of liability

  Unless otherwise stated in this Agreement, Company’s liability for direct damages shall not exceed
  EUR.thousand (1.000). Licensee expressly waives, and Company shall not have any liability in
  respect of, any and all claims for indirect damages, including but not limited to claims for loss
  of profits, business interruption and loss of data. However, nothing in this Agreement shall
  limits or excludes the liability of either party for i) death or personal injury resulting from
  its negligence, or ii) any damages or liability incurred as a result of fraud or fraudulent
  misrepresentation., or iii) breach of Article 5 (Intellectual Property Indemnity) or 6
  (Confidentiality) of these General Terms of Use.
  
9.  Data processing and security

  With respect to data that Licensee may transfer to Company or upload via the Platform, including
  personal data (hereinafter, the “Data”), Licensee shall be considered to act as “data controller’”
  and the Company as “subcontractor” within the meaning of such terms in the French Data Protection
  Act (la “Loi Informatique et Libertés” of January 6, 1978). Licensee retains sole ownership of the
  Data it may transmit to the Company, as well as the Data collected, generated, handled or modified
  by the Company or by using the SaaS Services, as defined in the section 1 of the Specific Terms of
  Use applicable to Ac2 and Gallery Licensed Modules. The Company has no right, title or interest in
  any Data. Accordingly, Company shall take necessary technical and organizational security measures
  in order to protect Data against accidental or unlawful destruction or accidental loss,
  alteration, unauthorized disclosure or access in accordance with the French Data Protection Act
  and the Licensee’s instructions. The Data will be hosted in a Member State of the European Union.
  In no event may any Data be hosted in a country which is not a Member of the European Union or of
  the European Economic Area without the prior written consent of the Licensee. For the Term of this
  Agreement, at Licensee’s request at any time and for any reason whatsoever, Company and any of its
  subcontractors must ensure that any Data Licensee has asked to be deleted is indeed fully deleted.
  At the end of this Agreement or in case of early termination thereof for any reason whatsoever,
  Company shall return and subsequently delete the Data.
  
10. Term and termination

  This Agreement shall become effective upon the date of its acceptance (hereinafter, the “Effective
  Date”) and shall continue thereafter as long as the Platform, Licensed Modules and/or Applications
  are used by Licensee and, when applicable, as long as an Order remains in force and effect
  (hereinafter, the “Term”). Should Licensee breache any of her/his obligations under this
  Agreement, Company reserves the right to immediately interrupt the access to the Platform,
  Licensed Modules and/or Applications and terminate the license granted to Licensee pursuant to the
  relevant sections of this Agreement hereof, , without prejudice to damages that could be claimed
  by Company.

11. Governing law and jurisdiction

  This Agreement and any dispute or claim arising out of or in connection with it or its subject
  matter or formation, shall be governed by, and construed in accordance with, the law of France. The
  Parties irrevocably agree that the Courts of Paris shall have exclusive jurisdiction to settle any
  dispute or claim that arises out of or in connection with this Agreement or its subjects matter or
  formation.

12. Amendment, waiver and assignment

  This Agreement may not be amended, modified or waived except by a signed written agreement. Neither 
  Party shall have the right to assign or transfer this Agreement or any rights hereunder to any third 
  party without the prior written consent of the Company.



SPECIFIC TERMS OF USE APPLICABLE TO LICENSED MODULES AND RELATED APPLICATIONS

  Licensee may order the Ac2 and the Gallery Licensed Modules with or without the Studio Licensed
  Modules. Each Module is subject, in addition to the above General Terms of Use, to the following
  additional Specific Terms of Use.

Studio Licensed Module

1.  Upload of the Studio Licensed Module

  Company can provide Licensee, at her/his convenience, with the Studio Licensed Module and related
  Applications as a software to be uploaded on the Licensee’s environment.
  
2.  Delivery

  Company will make available the Studio Licensed Module to Licensee electronically. Electronic
  delivery will be made by posting the Studio Licensed Module ordered by Licensee on Company’s
  Website with instructions for accessing and downloading the Studio Licensed Modules from such
  Website. Licensee is responsible for downloading the Studio Licensed Modules according to
  instructions provided by Company.
  
3.  Authorizations

  Company grants Licensee throughout the Term of this Agreement a worldwide, non-exclusive and non-
  transferable right to i) install, run and use the Studio Licensed Module and related Applications
  provided by Company, ii) make the necessary numbers of copies of the Studio Licensed Module and
  related Applications for installation and back-up, provided that this is for the use specified in
  this Agreement, iii) use, store and make copies of the associated documentation on existing or
  future media for archival purpose if necessary, provided that each copy of the documentation made
  by Licensee shall include the copyright and/or other proprietary notice contained in the
  documentation as delivered by Company.All of the licensed rights mentioned above are i) applicable
  to any modifications, upgrades, enhancements or changes to the Studio Licensed Module that the
  Company may carry out, or have carried out by a third party, and ii) provided to Licensee,
  provided that it is for the use specified in this Agreement.


AC2 and Gallery Licensed Modules

1.  SaaS Services

  Company provide Licensee with Ac2 and/or Gallery Licensed Modules and related Applications in SaaS
  mode (hereinafter, the “SaaS Services”), accessible via the Platform.
  
2.  Authorizations

  Company grants Licensee throughout the Term of this Agreement a worldwide, non-exclusive and non-
  transferable right to i) access and use the Ac2 and the Gallery Licensed Modules and related
  Applications on the Platform by remote and distant access, with a User ID and Password provided by
  Company,ii) install, run and use any software Company shall provide to access and use the Ac2 and
  Gallery Licensed Modules and related Applications on the Platform,iii) use, store and make copies
  of the associated documentation on existing or future media for archival purpose if necessary,
  provided that each copy of the documentation made by Licensee shall include the copyright and/or
  other proprietary notice contained in the documentation as delivered by Company, and iv) copy and
  publish the Developments made by the Licensee on the Applications in the private and/or public
  sections of the Gallery on the Platform. All of the licensed rights mentioned above are i)
  applicable to any modifications, upgrades, enhancements or changes to the Ac2 and Gallery Modules
  that the Company may carry out, or have carried out by a third party, and ii) provided to
  Licensee, provided that it is for the use specified in this Agreement.
  
3.   Intellectual Property Rights

  Licensee grants Company with a worldwide, free of charge, exclusive and transferable right to
  access, use, copy, modify, adapt, distribute, in whole or in part, on any media, the Developments
  made by Licensee and published on the public section of the Platform, for any purposes, including
  commercial and marketing purposes, for the maximum duration of the applicable intellectual
  property rights.
  
4.   Intellectual Property Indemnity

  Licensee hereby represents and warrants that the Data provided to the Company and/or the
  Developments (or any part thereof) published by the Licensee on the private and/or public sections
  of the Gallery on the Platform do not infringe any third party intellectual property rights.
  Licensee shall indemnify and hold harmless at its own expense Company without limitation from
  fines, penalties, losses, costs, damages, injuries, claims, liabilities, settlements and expenses
  (including reasonable attorney’s fees) resulting from any claim or action brought against the
  Company alleging that the use of such Data and/or Developments (or any part thereof) in accordance
  with the terms of this Agreement infringes any intellectual property rights of a third party.
  Company shall have the sole control of the settlement or defense of infringement claim or action
  and Licensee undertakes to provide reasonable cooperation in the defense of the claim or action.
  Company will promptly notify Licensee if the Company is subject to any infringement claim or
  action.



SPECIFIC TERMS APPLICABLE TO ADDITIONAL SERVICES

  Licensee may order Additional Services to Company relating to AC2 and Gallery Licensed Modules,
  that are subject, in addition to the terms of this Agreement, to i) the following additional
  Specific Terms of Use applicable to Additional Services, and ii) the terms of the relevant
  Order(s).
  
1.  Ordering process

  Additional Services that Company may provide to Licensee are described on the Website. Licensee
  can order Additional Services by contacting Company at the following address:
  order@xcomponent.com.
  
2.  Service level agreement

  When Licensee orders Additional Services relating to AC2 and/or Gallery, Company provides Licensee
  with Additional Services in the conditions set forth in the applicable Service Level Agreement
  provided to the Licensee by Company when Licensee signed the Order(s).
  
3.  Fees and Payments terms

  Licensee shall pay to Company the applicable fees indicated in the relevant Order (hereinafter,
  the “Fees”) that will be invoiced by Company on a monthly basis. Fees are exclusive of VAT. Unless
  otherwise stated in the relevant Order, Licensee shall pay each invoice, in full and in cleared
  funds, within thirty (30) days or receipt, to a bank account nominated in writing by the Company.
  If the Licensee fails to pay any amount due under this Agreement within such delay, Licensee shall
  pay, without prior notice, a late payment penalty equal to three times the legal interest rate and
  a fixed indemnity of EUR forty (40) for late payment will be invoiced to Licensee by Company.
  Company reserves the right to suspend the performance of these Additional Services in the event of
  non-payment of any portion of any amounts due and owing by Company.
  
4.  Warranty

  Company warrants that the Additional Services will be provided in accordance with i) standards
  typical in the industry, ii) the relevant service level agreement provided to Licensee and iii)
  their applicable documentation.
  
5.  Liability

  Company’s liability for direct damages caused to the Licensee related to the provision by Company
  of Additional Services shall not exceed the aggregate amount corresponding to fees actually paid
  by Licensee in the preceding twelve month period for the use of the Additional Services which
  caused the damages.
  
6.  Termination of Additional Services   

  Should any of the Parties breaches any of their own obligations under these Specific Terms of Use 
  for Additional Services, the other Party may terminateas of right this Agreement, effective thirty (30) 
  days following formal notice from non-defaulting party, if said non-performance has not been cured within 
such period, without prejudice to damages that could be claimed by such non-defaulting Party.