Lemon Learning | Terms and Conditions of Sale

Purpose

1.1

The services agreement (the "Contract"), which comprises the "General Terms and Conditions", the "signed Quote" and the "Commercial Proposal", is entered into between LEMON LEARNING, a SAS registered with the Paris Trade and Companies Register under number 804 148 211, 89 Boulevard de Sébastopol, 75002 Paris (the "Provider"), and the "Client", as specified in the signed Quote.

1.2

The Provider and the Client are hereinafter referred to individually as a "Party" and collectively as the "Parties".

1.3

The Provider supplies, in the form of an annual subscription, a software application for educational content (the "Solution").

1.4

In addition, the Provider offers the creation of paid educational content, which may be customized according to the terms agreed with the Client, subject to specific invoicing (the "Content Creation Services").

1.5

Furthermore, the Provider, under the conditions set out in the signed Quote, assists the Client with the installation of the Services, the integration and training for its Solution (the "Solution Installation, Integration and Training Services").

1.6

In addition, the Provider may offer complementary services (translation, project management, configuration, manual reporting, compatibility of the Solution and the Services, and so on) (the "Specific Services").

1.7

The Content Creation Services, the Solution Installation, Integration and Training Services, and the Specific Services are hereinafter referred to together as the "Services".

1.8

The Provider wishes the Client to be able to access and use the Solution and its Services, and the Client wishes to access and use the said Solution and Services, subject to the terms of the Contract.

1.9

The Contract is made up, in order of priority, of the signed Quote, the General Terms and Conditions and the Commercial Proposal. In the event of any conflict between one or more provisions of the contractual documents, the higher-ranking provisions shall prevail. The Contract constitutes the entire agreement of the Parties and prevails over any other general terms of purchase, sale or service of the Client.

1.10

The parties have read and accept the quote, the general terms and conditions and the commercial proposal. The client declares that it has reviewed the entire contract and has duly accepted its terms, without reservation, upon conclusion of the contract or upon the start of the provider's supply of the solution and services.

1.11

The Parties accept the use of an electronic signature process and acknowledge its validity, on the same basis and under the same conditions as a handwritten signature. The Parties agree that each proof certificate generated, signed, exchanged and stored in accordance with the electronically signed Contract is admissible as evidence before the courts on the same basis as a paper document signed by hand.

Term

2.1 Annual subscription to the Solution

2.1.1

The Solution is supplied by the Provider in the form of a subscription with a term of twelve (12) months, running from the date specified in the Quote and ending on the Expiry Date of the Initial Term (the "Initial Term"), unless terminated early under the conditions set out herein.

2.1.2

Thereafter, the subscription renews automatically by tacit renewal for successive periods of twelve (12) months (each a "Renewal Period", and together with the Initial Term, the "Term"), (a) provided that the Client is not in default of payment after the expiry of any payment period granted by the Provider, (b) and unless terminated early under the conditions set out herein or by written notice given by one Party to the other Party stating its intention not to renew the Contract by tacit renewal, at least sixty (60) days before the expiry of the current Term.

2.2 Supply of the Solution

2.2.1

The designated natural persons (the "Authorized Users") each have a unique identifier.

2.2.2

The Provider undertakes to (a) materially supply the Solution in accordance with the characteristics set out in this Contract; (b) provide sufficient storage space to host the data generated by the Solution.

2.2.3

The Client is responsible for all activities occurring on the Client's user accounts. The Client undertakes to prohibit and prevent any unauthorized access to or use of the Solutions, and, where applicable, to promptly inform the Provider if such unauthorized use occurs.

2.2.4

The Client undertakes to keep a list of all Authorized Users. The Client must inform the said Authorized Users that any use of the Solutions not compliant with this Contract constitutes a material breach of this Contract.

Supply of and access to the Services

3.1 Supply of the Services

The Provider will supply the Services to the Client under the conditions set out in this Contract, in accordance with best practices, and in the best possible manner.

3.2

The Parties undertake to collaborate to the best of their abilities to ensure the proper performance of their respective obligations. The Client informs the Provider of all necessary details, information, documents or data, in a comprehensive and reliable manner, within a timeframe compatible with the period required to perform the Services.

3.2.1

Any new Service must be the subject of a written agreement referring to these General Terms and Conditions. The Client may ask the Provider to modify the Services as agreed in the Commercial Proposal. If the requested modifications are considered by the Provider to be feasible, the Parties will meet to agree together on the terms and conditions of the requested modifications as well as their financial implications.

Technical prerequisites

To benefit from a normal user experience, the User must meet the following conditions:

a.Have the Lemon Learning extension or integrate the Lemon Learning JavaScript code into the target application;
b.Have compatible operating systems: Windows 7+, Mac OSX 10.3+;
c.Have compatible browsers: Google Chrome 22+, Firefox 42+, Internet Explorer 11+ (Windows 10 only), Edge (Chromium);
d.Have a connection faster than 8 Mb/s;
e.Have a Lemon Learning User account;
f.Provide Lemon Learning with access to the target application in one or more of the following forms (direct access to the tool, loan of a computer, TeamViewer access, and so on);
g.The Lemon Learning host tool must be W3C valid.

Lemon Learning will no longer be available on Internet Explorer ONLY for the Windows 7 and Windows 8 operating systems. To ensure support, the target application must comply with standard programming practices, for example the W3C standard and the non-rewriting of JavaScript prototypes. Lemon Learning is designed to work on HTML pages. By nature, Lemon Learning cannot guarantee 100% compatibility with all the applications it integrates with. Asynchronous page loading (AJAX, for example) is supported.

Common provisions of the Contract

5.1.2

During the Term of the Contract, and subject to payment of all Fees, the Provider grants the Client a non-exclusive license and right, for consideration, for the territory specified in the Quote, not capable of sub-licensing or assignment, and for the sole purpose of allowing Authorized Users to use the Solution and/or the Services, to the exclusion of any other purpose. The right of use means the right to represent and operate the Solution and/or the Services in accordance with their intended purpose, in SaaS mode via an internet connection. To benefit from upgrades and/or updates of the Solution and/or the Services, the Client must have subscribed to the Solution and/or the Services, and have paid all related amounts, as at the date of the said upgrades and/or updates.

5.1.3

The Client grants the Provider a non-exclusive, free, worldwide and sub-licensable license and right to access, host, store, reproduce, distribute, publish, display, transmit digitally, process, use and create derivative works from the contents, data, information and other information items of the Client provided by the Client in electronic or other form (the "Client Content"), for the sole purpose of supplying the Solution and/or the Services and as otherwise provided in this Contract.

5.1.4

The Provider's offer may include the provision of generic educational content (data not containing business information) which may be customized with or by its Clients (the "Custom Educational Content"). The Client is and remains the sole owner of the Custom Educational Content if it contains business information and/or processes, whether or not this information is confidential, the hosting of which is entrusted to the Provider for the performance of the Contract. The Provider may anonymize the Custom Educational Content in order to make it generic, after an explicit written request and prior authorization from the Client.

5.1.5

The Client hereby undertakes to:

a.Not license, sell, resell, rent, transfer, assign, distribute, commercially exploit or make available to third parties the Solution and/or the Services other than as provided in the Contract;
b.Not modify, copy, translate, disassemble, decompile, adapt, combine, create derivative works from, or create or attempt to create, by reverse engineering or otherwise, the Solution and/or the Services or any of the related elements, or use any other means to discover the source code or the algorithms relating to the Solution and/or the Services (except where the law provides otherwise);
c.Not manufacture a product or service using ideas, features, functions or graphics similar to those used for the Solution and/or the Services;
d.Not copy the ideas, features, functions or graphics used for the Solution and/or the Services or any of the Provider's Intellectual Property Rights;
e.Not alter or disrupt the integrity or operation of the Solution and/or the Services or the data they contain;
f.Not send or store any Client Content or other information item containing technical defects, computer viruses, worms, Trojan horses or any other harmful code, file, script, agent or computer program.

5.1.6

The Client understands and accepts that the Provider monitors and controls the use of the Solution and the Services in order to verify compliance with the rights of use and access granted under these terms. The Provider may also generate reports on the Client's use of the Services for billing purposes and to ensure compliance with contractual obligations.

5.1.7

The Client warrants and declares that it will not knowingly harm the rights and property of the Provider in the Solution, and has full right to provide the Client Content to the Provider for the purposes referred to herein.

Financial terms

6.1 Financial terms of the annual subscription to the Solution

6.1.1

The initial amount and payment terms of the initial subscription for the first period are set out in the signed Quote.

6.1.2

In the event of renewal of the annual subscription to the Solution under the conditions of Article 2.1.2 of the General Terms and Conditions, the rates may be reassessed by the Provider each year using the following formula:

P = Po × (0.3 + 0.7 × S / So)

P= revised amount;
Po= initial amount;
So= value of the last Syntec index applied;
S= value of the last Syntec index published as at the revision date.

Unless otherwise agreed by the Parties, the payment terms will remain identical.

6.1.3

The Client may, during the Contract, change the terms of its subscription and move to a higher offer in order to increase the number of Authorized Users as well as the number of tools, with notification to be made in writing. From the move to the new offer, pricing will be at the new amount set out in the Commercial Proposal.

6.2 Financial terms of the Services

6.2.1

The financial and payment terms relating to the Services are specified in the corresponding Quote.

6.3 Financial terms common to the Solution and the Services

6.3.1

In consideration for the use of the Solution and the supply of the Services, the Client undertakes to pay the subscriptions, fees and amounts set out in the Quote, as well as any other amount due under this Contract and/or the supply of the Services and/or any other service provided by the Provider to the Client (the "Fees").

6.3.2

The Fees, expressed in Euros (€), do not include:

a.Any local or national taxes, or any other tax, levy or duty ("Taxes") which are the sole responsibility of the Client. In the event that the Provider has a legal obligation to pay or collect the Taxes payable by the Client under this Article, the corresponding amount will be invoiced to and paid by the Client, unless the Client provides the Provider with a valid tax exemption certificate issued by the competent tax authority;
b.Any credit card, debit card, bank or other payment processing fees (including all fees related to refunds, chargebacks or other third-party amounts) that the Provider incurs to process the Client's payments. The Client agrees that the Provider is entitled to collect and invoice the amounts corresponding to the said fees;
c.Travel, accommodation, transport, equipment and/or materials costs specific to the supply of the Services, which will be the subject of specific invoicing as discussed between the Parties.

6.3.3

Where payments are processed by an external provider, they are processed in accordance with its terms and conditions and under its responsibility. Where payments are processed directly by the Provider, invoices must be paid within thirty (30) days of the invoice issue date, unless a different period is specified in the Commercial Proposal.

6.3.4

The Client expressly acknowledges and accepts that the Provider reserves the right to send its invoices in electronic format.

6.3.5

Each invoice must be paid within the agreed deadlines. If the Client fails to pay the amounts set out in this Contract when due:

a.The Client owes the Provider late-payment interest of three (3) times the French legal interest rate and a fixed indemnity of forty euros (€40) for the collection costs incurred by the Provider due to the Client's late payment, as well as any other collection costs in addition to the said late-payment indemnity and incurred as a result of the Client's late payment;
b.The Provider may, at its sole discretion, suspend the Solution and/or the Services, without incurring liability, until all amounts due, including all of the aforementioned late fees, have been paid in full. The Provider may charge and collect reconnection fees resulting from the restoration of the Solution and/or the Services for the Client following the suspension of the said Solution and/or Services;
c.The Provider may, at its sole discretion, terminate the Contract in accordance with Article 11 below.

6.3.6

In the event of expiry or early termination of the Contract, all payment obligations, as well as all financial obligations incumbent on the Client under these terms for the applicable period, become immediately due, and any amount paid by the Client to the Provider will remain definitively acquired by the latter. The expiry or termination of the Term of the Contract does not affect the Client's obligation to make any payment due under these terms before the said expiry or termination.

Intellectual property

7.1 Intellectual property of the Solution and the Services

The Client understands, acknowledges and accepts that all the elements making up the Solution and the Services are and remain the exclusive property of the Provider, including all patents, rights in inventions, copyright and related rights, trademarks, rights in trade dress, brand image and the right to bring proceedings for any passing off or unfair competition, design rights, designs and models, database rights, the rights to use and protect the confidentiality of confidential information (including know-how and trade secrets) and all other intellectual property rights, whether registered or not, including applications (and the right to apply for and obtain) for the renewal or extension of these rights, and the right to claim priority over the said rights, as these rights and all similar or equivalent forms of protection exist or will exist in the future throughout the world (the "Provider's Intellectual Property Rights"). The Provider owns any development or improvement made to the Solution and the Services when it supplies the Solution and/or performs the Services or when it accesses or uses the Client Content in accordance with this Contract.

7.2 Suggestions

The Provider has the right to reuse all the general knowledge, experience, know-how, works and technologies (including ideas, concepts, processes and techniques) acquired during the supply of the Solution and the Services (including what it has acquired during the performance of identical or similar solutions and/or services for another client). The Client may, at any time and at its sole discretion, propose modifications or improvements to the Solution and the Services (the "Suggestions"). All Suggestions must be treated as belonging exclusively to the Provider, including all related Intellectual Property Rights, and also form part of the Provider's Confidential Information. In consideration for the benefits obtained following the Provider's consideration of the Suggestions, which may include improvements affecting the supply of the Solution and/or the Services, the Client hereby undertakes to carry out all transfers enabling the Provider to own them.

Confidentiality

8.1

"Confidential Information" means, without this list being exhaustive, the information communicated by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with this Contract, including the existence of the Contract (subject to Article 8.5 below) and the terms of the Contract, proprietary methods and methodologies, technical data, trade secrets, contact lists, know-how, research and development information, product plans, products, services, suppliers, markets, computer software, inventions, processes, formulas, technologies, designs, technical information, engineering information, hardware configuration information, and any commercial matter including information relating to marketing, costs, pricing, finances, financial models and projections, billing, product development or other similar commercial information, communicated intentionally or not to the Receiving Party and which has never been part of the public domain. With respect to the Provider, Confidential Information includes the Solution and the Services (including the source, object and any other code) and the price schedule of this Contract, the Personal Data; and with respect to the Client, Confidential Information includes the Client Content.

8.2

Throughout the Term of this Contract and for twelve (12) months after the expiry or early termination of this Contract, each Party undertakes to (a) keep confidential all Confidential Information it receives from the other Party, and in particular to (b) not disclose the other Party's Confidential Information to any third party, other than employees or agents who need to know it, and (c) only use the other Party's Confidential Information for the purpose of exercising its rights and fulfilling its obligations under the Contract.

8.3

Notwithstanding the foregoing, neither Party will have any obligation with respect to information that:

a.Has fallen or would fall into the public domain independently of any fault by the Party receiving it;
b.Is independently developed by the Party receiving it;
c.Is known to the Party receiving it before the other Party discloses it;
d.Is legitimately received from a third party not subject to an obligation of confidentiality;
e.Must be disclosed by law or by court order (in which case it must only be disclosed to the extent required and after having notified in writing the Party that provided it).

8.4

The Parties undertake to ensure that these provisions are respected by their staff, and by any agent or third party that may intervene in any capacity whatsoever in connection with the Contract.

8.5

Notwithstanding the above provisions, the Provider may make known the existence of this Contract, and the partnership that is its subject, to its potential or future clients, as well as to any other interested party, in particular by using the Client's logos and trademarks on the Provider's promotional and marketing materials.

Force majeure

9.1

Except for its obligations to pay the amounts due under this Contract, neither Party will be liable to the other Party for any delay or failure in the performance of its obligations under the Contract during its term, if this delay or failure results from any cause beyond the control and independent of the will of that Party, including natural disasters, epidemics, floods, fires, earthquakes, civil unrest, acts of terrorism, strikes or other labor disputes not involving a Party's employees, restrictions, regulations or orders of any government, failures or latencies affecting computer or telecommunications systems involving equipment or software that the said Party does not possess or that are beyond its reasonable control, and network intrusions or denial-of-service attacks ("Force Majeure").

9.2

In the event of a situation it considers to be a case of Force Majeure, the Party concerned promptly notifies the other of the situation by registered letter with acknowledgment of receipt, specifying the nature of the event(s) concerned, their impact on its ability to fulfill its obligations under the Contract as well as any supporting documents attesting to the reality of the case of force majeure.

9.3

The Parties will endeavor in good faith to take all reasonably possible measures to continue the performance of the Contract.

9.4

In the event that the Party invoking a situation of force majeure manages to characterize it, its obligations will be suspended for a period of three (3) months. After this period, if the situation of force majeure continues, the Contract will be terminated by operation of law.

Liability

The Provider, its subsidiaries, affiliates, officers, employees and agents undertake, throughout the term of the Contract, to do everything possible to deliver the Services in a manner consistent with their intended purpose. However:

10.1

The Client uses the Solution and the Services at its sole risk. The Solution and the Services are provided "as is" and "as available", without warranty of any kind. The Provider, its subsidiaries, affiliated companies, officers, employees, agents and partners expressly disclaim all warranties of any kind, express or implied, in particular as to fitness for a particular purpose of the Solution and/or the Services, non-infringement, as well as any implied warranty resulting from performance, dealing or commercial usage.

10.2

It is the Client's responsibility to define its needs for the use of the Solution and/or the Services. To this end, the Provider may give advice on the appropriate allocation of the Solution. Nevertheless, this advice is only of an advisory nature; the final decision rests with the Client. The Provider may not in any case be held liable for the Client's choice.

10.3

The use of the Solution and the Services is subject to the availability and operational limits of the required equipment and connections and associated facilities. The Client understands and accepts that temporary interruptions of the Solution and the Services may occur as normal events and that the Provider is not responsible for these interruptions. The Client also understands and accepts that the Provider has no control over third-party systems (operating system, framework, internet) that the Client may access as part of its use of the Solution and the Services, and consequently, delays and disruptions of other electrical and communication networks are beyond the Provider's control.

10.4

Any use of equipment and/or software with the Solution and/or the Services is at the discretion and risk of the Client, who will be solely responsible for damage to its equipment and/or software resulting from their use of the Solution and/or the Services. In addition, it is the Client's responsibility to comply with the volume thresholds agreed in the Commercial Proposal, and to notify the Provider in the event of an increase in its needs according to the defined thresholds.

10.5

The Provider, its subsidiaries, affiliates, officers, employees, agents and partners do not warrant that (a) the Services will meet the Client's requirements, (b) the Services will be uninterrupted, timely, secure, current, complete or error-free, (c) the quality of any product, service, information or other material purchased or obtained by the Client through the Solution and/or the Services will meet the Client's expectations, and (d) any error in the Services will be corrected.

10.6

The Client's exclusive remedy and the Provider's total liability are the correction of the errors in the Services. In any event, neither the Provider, nor its subsidiaries, affiliated companies, officers, employees, agents or partners will be liable to the Client for any indirect, incidental, special, consequential or exemplary damages. If, notwithstanding the foregoing exclusions, it is established that the Provider, its subsidiaries, its affiliated companies, its officers, its employees or its agents are liable for damages, in no event will the total liability, whether contractual, tortious, strict liability or otherwise, exceed the total of the fees paid by the Client to the Provider during the twelve (12) months preceding the time when this claim was made, to the extent permitted by applicable law.

Termination and reversibility

11.1 Termination

11.1.1

In the event of a failure by one Party to perform its essential obligations under this Contract, the other Party may terminate this Contract by written notice given to the other Party which specifies, in sufficient detail, the nature of such failure; it is specified, however, that (a) this Contract will not terminate if the defaulting Party has remedied the said failure within sixty (60) business days of the said notice, and that (b) the exercise of such a right of termination may not limit the other rights and remedies available to the non-defaulting Party, except as provided herein.

11.1.2

A Party may immediately terminate this Contract if: (a) the other Party ceases to carry on its business; (b) the other Party is subject to insolvency or non-payment proceedings, including an arrangement for the benefit of creditors.

11.1.3

In the event of early termination or expiry of the term of this Contract, the Client will cease to use the Solution and the Provider will cease to supply the Solution and/or the Services.

11.2 Reversibility

11.2.1

After the expiry or termination of this Contract, the Provider has no obligation to retain the Client Content or other data.

11.2.2

However, at the Client's request, and subject to written agreements between the Parties relating to the subject matter hereof, the Provider will provide the Client with the Client Content in CSV or JavaScript Object Notation (JSON) format (or in any other form accepted by the Parties). The reversibility service may vary depending on the quantity of data to be made reversible and the Client's needs. In this sense, the reversibility conditions will be customized in order to take into account the specifics of each situation in the best possible conditions.

11.2.3

To facilitate reversibility, the Client must have carried out all the necessary system updates on its devices.

Audit

The Client, after notifying the Provider in writing with a minimum notice period of 30 business days, may carry out, at its own expense, an audit of the conditions of operation of the Solution and, more generally, of the Provider's compliance with technical and security frameworks. In this respect, the Client may carry out this technical audit itself or will appoint an independent auditor who is not a competitor of the Provider, who must be approved by the Provider and must sign a confidentiality undertaking. The audit must be conducted within the strict limits described above and may not cover the Provider's financial, accounting and commercial data. The Provider undertakes to collaborate in good faith with the expert and to facilitate the audit by providing all the necessary information and by responding to all of its requests relating to this audit. A copy of the audit report drawn up by the Client or the auditor will be given to each Party and will be examined jointly by the Parties, who undertake to meet for this purpose. Carrying out such an audit does not suspend invoicing.

Non-solicitation

Throughout the Term of this Contract and for twelve (12) months after the expiry or early termination of this Contract, the Client refrains from recruiting or trying to recruit an employee or consultant working or having worked for the Provider or any of its Affiliated Companies with a view to entering into direct competition with all or a significant part of the Provider's activities. In the event of a breach of this prohibition, the Client will be required to pay the Provider a fixed indemnity equal to twelve (12) months of the last gross monthly salary of the person solicited or hired.

Non-exclusivity

The conclusion of this Contract does not prevent the Provider from supplying services equivalent to the Solution and the Services to third parties, the Client not being able to claim any exclusivity.

Personal data

15.1

As part of their contractual relations, the Client and the Provider undertake to comply with the regulations in force applicable to the processing of personal data and, in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 applicable since 25 May 2018 (hereinafter, the "European General Data Protection Regulation") and the French Data Protection Act No. 2018-493 of 20 June 2018.

15.2 Description of the processing subject to subcontracting

The processor (here the Provider) is authorized to process, on behalf of the data controller (here the Client), the personal data necessary to provide the following service(s): a tool to support the adoption of new tools. The nature of the operations performed on the data is the personalization of educational and support content according to user profiles, and the display of usage statistics (by individuals and by category). The purpose(s) of the processing is a personalization of the content in order to offer good relevance, means of monitoring the deployment, follow-ups, and monitoring the effectiveness of the support program. The personal data processed are the email address and usage. The categories of persons concerned are the Authorized Users of the Client. For the performance of the service that is the subject of this Contract, the data controller makes the necessary information available to the processor.

15.3 Obligations of the Client

In accordance with the regulations in force relating to the protection of personal data, the Client acknowledges that it alone retains the status of data controller and that its obligations extend in particular to:

a.Providing the data to the processor;
b.Documenting in writing any instruction concerning the processing of data by the processor;
c.Ensuring, beforehand and throughout the duration of the processing, compliance with the obligations set out in the European data protection regulation by the processor;
d.Supervising the processing, including carrying out audits and inspections with the processor.

15.4 Obligations of the Provider

In the event of recruiting other subsequent processors, the processor must obtain the prior, specific written authorization of the data controller. The subsequent processor is required to comply with the obligations of this Contract on behalf of and according to the instructions of the data controller. It is the responsibility of the initial processor to ensure that the subsequent processor presents the same sufficient guarantees regarding the implementation of appropriate technical and organizational measures so that the processing meets the requirements of the European data protection regulation. If the subsequent processor fails to fulfill its data protection obligations, the initial processor remains fully liable to the data controller for the performance by the other processor of its obligations.

It is the responsibility of the data controller to provide information to the persons concerned by the processing operations at the time of data collection. As far as possible, the processor must help the data controller to fulfill its obligation to respond to requests to exercise the rights of the persons concerned: right of access, rectification, erasure and objection, right to restriction of processing, right to data portability, right not to be subject to an automated individual decision (including profiling).

When the persons concerned exercise requests to exercise their rights with the processor, the processor must forward these requests upon receipt by email to the following address: dpo@lemonlearning.fr.

The processor immediately notifies the data controller of any personal data breach, within a period not exceeding 24 hours after becoming aware of it and by email. This notification is accompanied by any useful documentation to enable the data controller, if necessary, to notify this breach to the competent supervisory authority. The processor helps the data controller to carry out data protection impact assessments and to carry out the prior consultation of the supervisory authority.

15.5 Data used

Through its integration with SaaS platforms, the tool for reading interactive content is likely to be used in applications containing personal and business data. The Provider undertakes not to collect or transmit over the network any data of this type. By default, when running tutorials, the Provider does not transmit any business information to operate, the Provider using the structure of the pages (HTML tags) and not their semantic content (textual content, user information, business information). The data collected and used, transmitted across the network between the users of the interactive content reader and the server application, are:

a.Scenarios of the interactive content, collected from the server application by the reader;
b.User account data (email, sessions, identifiers);
c.Software usage data (statistics of interactive content reading);
d.The collection of this data allows the Provider to generate usage reports of an educational nature, by name or by category of users, as well as to detect malfunctions in user content even if they are not reported;
e.All data useful for educational purposes, which is not business data.

The data is deleted one (1) year after the end of the Contract, or upon simple request from the Client. The server is secured physically and virtually:

a.The server components are updated regularly (every week), to fix newly discovered security vulnerabilities. With each critical update of the application, a battery of tests (Nikto, W3af, NMAP, Vega) is run the night following the production release;
b.The server application itself has a security layer restricting access to data to authenticated users only;
c.Backups are performed and maintained. There are two types of backup: a database backup every 24 hours, kept for 7 days, and a full snapshot every 7 days, kept for 4 weeks. These backups are carried out by our hosting provider Microsoft Azure in France and are stored on a backup server different from the main server;
d.The integrity and authenticity of the data passing over the network are ensured by the use of the HTTPS protocol, whether for the transmission of educational scenarios or the loading of user scripts;
e.Passwords are hashed with the Bcrypt function (an improved version of BlowFish encryption), also using a salt;
f.In the event of illegal data recovery, via a computer breach, the Provider must inform the Client within 24 hours.

At the end of the Services relating to the processing of this data, the processor undertakes to return all the personal data to the data controller. The return must be accompanied by the destruction of all existing copies in the processor's information systems. Once destroyed, the processor must provide written proof of the destruction. The processor communicates to the data controller the name and contact details of its data protection officer, if it has appointed one in accordance with Article 37 of the European data protection regulation.

The processor declares that it keeps in writing a register of all categories of processing activities carried out on behalf of the data controller, including:

a.The name and contact details of the data controller on whose behalf it is acting, of any processors and, where applicable, of the data protection officer;
b.The categories of processing carried out on behalf of the data controller;
c.Where applicable, transfers of personal data to a third country or an international organization, including the identification of that third country or international organization and, in the case of the transfers referred to in Article 49(1), second subparagraph of the European data protection regulation, the documents attesting to the existence of appropriate safeguards;
d.As far as possible, a general description of the technical and organizational security measures, in particular: the means of restoring the availability of and access to the personal data within appropriate timeframes in the event of a physical or technical incident; and a procedure for regularly testing, analyzing and evaluating the effectiveness of the technical and organizational measures to ensure the security of the processing.

The processor makes available to the data controller the documentation necessary to demonstrate compliance with all of its obligations and to allow audits, including inspections, by the data controller or another auditor it has mandated, and contributes to these audits.

15.6 Authentication

Authentication is required for the user to access the service. Each user has a unique identifier, and simultaneous connection with the same identifier on several workstations is impossible. In the database, the information necessary to create a User account is the surname and first name, as well as the organization's email address. There are two main levels of access for Users: Administrator access, allowing the management of other Users' accounts; and User access, which gives access to the educational content.

15.7 Availability of data

The data is accessible from the Lemon Learning back office (admin.lemonlearning.com/login). An account is provided to the administrators of the Solution at the Client at the start of the engagement: this data can be viewed simply from the dashboard, and the Client can create other accounts allowing different types of users.

15.8 French Data Protection Act

In accordance with the French Data Protection Act of 6 January 1978 (art. 34), the Client has a right of access, modification, rectification and deletion of the information concerning it.

General clauses

16.1 Severability clause

All the provisions of this Contract relating to payment, exclusive rights, confidentiality, indemnification, exclusion of warranties and limitation of liability remain in force after the termination of the said Contract. In the event that part of this Contract is declared null or unenforceable by an arbitrator or a competent court, the remainder of the provisions is in no way affected and continues to apply to the fullest extent permitted by law.

16.2 Entire agreement

This Contract and its Appendices constitute the entire agreement between the Parties with respect to the subject matter hereof and cancel and replace all proposals, understandings and other verbal or written agreements as well as all current or prior discussions between the Parties concerning the subject matter hereof. Notwithstanding any provision to the contrary set out herein, none of the conditions mentioned in a prior communication from the Client may be incorporated into or form an integral part of this Contract, and the said conditions are deemed null and void.

16.3 Assignment

The Client may not assign this Contract (or any related right or obligation) without the prior written consent of the Provider, which may not be unreasonably withheld (the Provider being able to require an assignee to provide written confirmation indicating that it accepts the rights and obligations of its predecessor). Any assignment contravening this Article is null and void. This Contract binds and applies for the benefit of the Parties, their heirs, administrators, successors and authorized assigns.

16.4 Notices

Any notice required or permitted with respect to the Parties hereto is deemed to have been duly given only if the said notice has been sent in writing to the address of the receiving Party specified on the first page hereof or to the address specified by the said Party by notice given to the other Party in accordance with this Article, delivered: (a) by priority mail, postage paid; (b) by a nationally recognized 24-hour delivery service, delivery charges paid; (c) by hand against signature; or (d) transmitted by email (but only if the other Party has replied to it or otherwise acknowledged receipt). Any notice is deemed to have been delivered: (i) on the fifth (5th) business day following the deposit of the said notice with the national postal service or the courier service (where applicable) if the notice is delivered in accordance with point (a) above; or (ii) on the date of actual delivery if the notice is delivered in accordance with point (b), (c) or (d) above. If the Client wishes, the said notice will be sent to the aforementioned administrative contact. If the Provider wishes, the said notice will be sent to the Provider's Chief Financial Officer, at the address indicated on the first page of this Contract.

Governing law and competent jurisdictions

17.1 Governing law

This Contract is interpreted, executed, applied and entirely governed by French law.

17.2 Competent jurisdictions

In the event of a dispute, the two Parties will make every effort to find an amicable solution. Failing an amicable settlement, the Parties expressly and unreservedly agree that any dispute relating to the interpretation, conclusion, performance or termination of the Contract will fall under the exclusive jurisdiction of the competent courts within the jurisdiction of the Paris Court of Appeal, including in the event of an appeal, summary proceedings, an action for annulment, multiple defendants or a warranty claim.

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General terms and conditions of sale