ACTILITY Ignite Partner Program Terms and Conditions

The Ignite Partner agrees that when contracting with Actility to be enrolled into Actility Ignite Partner Program, the following terms and conditions will be in effect and binding on the Parties. By duly executing the Actility Ignite Partner Program Terms and Conditions, expressly agree to be compliant with.

1. DEFINITIONS

“Agreement means collectively all Partner Registration Forms, Ignite Partner Program Guide and these Terms and Conditions.

Ancillary Technology” means all intellectual property provided or made available to Partner by or on behalf of ACTILITY for Partner’s internal use in connection with Partner’s activities under this Agreement. By way of example, such intellectual property may include licenses to Actility Software and materials, enablement materials (value ready deployment” materials), course kits and other materials provided for demonstration and/or training purposes, and Partner Licenses.

Consulting Services” means consulting or other professional services to be delivered to a Customer by services Agreement between Actility and the Customer, but specifically excluding Support.

Customer” means a party that has acquired a License to the Products for that Customer’s own internal use and not for further resale or distribution.

Documentation” means Actility user manuals and technical specifications shipped with the Products or made available through electronic means at the time of shipment.

License” means the non-exclusive, non-transferable, non-assignable right to use the Products subject to the terms and conditions of the License Agreement.

License Agreement” means the then-current version of Actility ’s standard form end-user license agreement.

Partner License” means a license granted to Partner pursuant to Section 6.1 of these Terms and Conditions.

Partner Registration Form means the document entitled “Partner Registration Forms” executed by both Actility and Partner.

Products” means the Actility software products listed in the Partner Registration Forms.

Program” means Actility partner programs currently in existence or created by Actility, such as, for example but without limitation, the Ignite Partner Program Guide.

Ignite Partner Program Guide “means one or more guides that are either referenced in the Partner Registration Forms as the same may be updated by Actility from time to time.

Services” means Support, Professional Services, and/or Training Services that Partner is authorized

to resell.

Support” means the provision of standard maintenance services and technical support as described on the community page https://community.thingpark.org/index.php/support-options/. Subject to change at discretion of Actility.

“Term” means the term of this Agreement defined in Section 13.1, as it may be terminated in accordance with these Terms and Conditions.

Training Services” means the Actility training courses and training products that Actility may make available from time to time for purposes of instructing end users as to the use of the Products.

2. APPOINTMENT OF PARTNER

 2.1 Appointment as Authorized Partner. By Actility signing a Partner Registration Forms for Partner, Actility hereby appoints Partner, and Partner hereby accepts appointment from Actility, as a Actility non-exclusive partner of the type(s) specified on the Partner Registration Forms. Such registration will be specific to the Products and the Services specified in the Partner Registration Forms.

2.2. No Exclusivity. Partner acknowledges that Actility, without incurring any obligation to compensate Partner: (a) has appointed and may appoint other partners, resellers and agents to distribute and/or provide Products and/or Services and (b) may solicit orders for Products and/or Services directly from, and/or provide Products and/or Services directly to, any third party including third parties and including Customers and/or potential Customers of Partner.

3. FEES AND CHARGES

Ignite Program is delivered to Partner at no cost. Actility reserves the right to change the service access conditions anytime within a notice period, allowing the Partner to cancel its registration in case of disagreement with new conditions offered by Actility.

4. OTHER OBLIGATIONS OF PARTNER

4.1 Expenses. Partner will be solely responsible for any and all expenses, costs, liabilities, debts, charges, duties, taxes, tariffs and/or similar obligations incurred by Partner, its employees and agents in connection with its business and/or this Agreement. Partner represents and warrants to Actility that it has not been induced to incur any expenses in connection with or in reliance upon this Agreement.

4.2 Marketing Materials. Actility reserves the right to request that Partner submit to Actility for review and approval any and all advertising or marketing materials relating to relevant Products and Services referenced on ThingPark (other than materials supplied by Actility) and shall not publish or distribute any such materials without Actility’s prior written approval Partner agrees that all such advertising and marketing materials will adhere to Actility brand requirements and usage of product and services trademarks.

4.3 Dealings with Actility Employees.  Partner agrees that Partner will not make any payments (including without limitation any commissions on sales of Products or Services) or give anything of value to any employees or personnel of Actility or any Actility affiliate without in each case obtaining prior written approval from a member of Actility’s legal department.

5. ACTILITY PROGRAMS

From time to time, Actility may create new Programs, and may invite Partner to participate in such Programs by notifying Partner of the same (email sufficient). Actility may terminate Partner’s participation in any such Program if Partner fails to continue to meet the criteria established by Actility for continued participation in such Program or if Partner breaches any of the terms of the applicable Program addendum or “Ignite Partner Program Guide.

6. LICENSE GRANTS AND IP RESTRICTIONS

6.1 Partner Licenses. Subject to the terms and conditions of this Agreement, upon Actility’s acceptance of a request from Partner for one or more Partner Licenses, Partner is granted a non-exclusive, non-transferable, royalty free license during the Term to use the Products provided solely for the purposes specified in the applicable Ignite Partner Program Guide. If specified in the applicable Ignite Partner Program Guide, Partner shall reimburse Actility for the actual amount of any third-party royalty(ies) incurred by Actility in granting each Partner License; provided that Actility informs Partner of the amount of such royalties prior to issuing the Partner License to Partner. The number of Partner Licenses shall be as specified in the applicable Ignite Partner Program  or may be set by Actility in its reasonable discretion and may be increased or decreased from time to time by Actility. Partner shall not market, promote, provide, or demonstrate any Products to any third party other than a bona fide potential Customer, including to any competitors of Actility. Partner shall not use Partner Licenses for any purpose not expressly permitted in the Registration Forms or the applicableIgnite Partner Program Guide. To ensure Partner’s compliance with the terms of this Section, Partner grants to Actility the right to audit Partner’s use of the Products and compliance with the Partner Licenses and terms of this Agreement, during normal business hours upon reasonable notice. PARTNER HEREBY ACKNOWLEDGES AND AGREES THAT THE PARTNER LICENSES ARE PROVIDED “AS IS” AND THAT ACTILITYHEREBY DISCLAIMS ALL WARRANTIES IN CONNECTION WITH THE PARTNER LICENSES, INCLUDING ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES WITH RESPECT THERETO

6.2 Other Ancillary Technology. Partner agrees to use the Ancillary Technology solely for the purposes for which it has been provided by ACTILITY, as expressly stated in theIgnite Partner Program Guide, on the Partner Portal or otherwise communicated to Partner in writing. Partner agrees not to provide any Ancillary Technology to any third parties, except as expressly authorized in writing by ACTILITY, and Partner will not reverse engineer any Ancillary Technology. At the end of the Term, Partner shall return all Ancillary Technology to ACTILITY or destroy all of the Ancillary Technology and certify to ACTILITY that Partner has done so. Partner acknowledges and agrees that the Ancillary Technology is being provided to Partner by ACTILITY. For convenience sake, but responsibility for a successful outcome with the Customer remains with the Partner, and itis incumbent on the Partner to employ skilled, trained and (where applicable) certified personnel in order to properly use the Ancillary Technology

The sole purpose of the Software is to be used to the sole purpose of Ignite Partner Program and should not be sublicensed or assigned to any third parties.

6.3 Proprietary Rights. The parties hereto acknowledge and agree that, as between Partner and Actility, Actility shall retain and own all right, title and interest in and to all of Actility’s intellectual property rights embodied or used in (a) all Products, Ancillary Technology, and the Programs and (b) the trademarks and logos of Actility. Except as expressly set forth in this Agreement, neither this Agreement nor any licensing by Actility, of Products to Customers shall be construed as granting to Partner any license or right in or to any patent, copyright, trademark or other proprietary right of Actility, or its licensors. Partner shall not manufacture, copy, modify, adapt, decompile, disassemble, or reverse engineer the Products or the Ancillary Technology, nor any software or other materials that are licensed by Actility, and that Actility distributes with or in any Product (“Third-Party Products”) or any associated documentation, or attempt to disable any security devices or codes incorporated in the Ancillary Technology, the Products or any Third-Party Products. Partner shall not unbundle or otherwise promote, market or sell Third-Party Products apart from the Products. All rights not expressly granted to Partner under this Agreement are reserved to Actility.

Except for the limited rights granted expressly to Partner herein, Actility reserves all rights to the Products. Partner shall not use, copy, market, distribute, sublicense or otherwise transfer units of the Products for any purpose or in any manner other than as expressly permitted by this Agreement

6.4 Use of Actility Marks. Partner shall conduct its business under its own name and shall not state or imply that any of its own products or services are endorsed or recommended by Actility. Partner shall not remove or alter any trademark, trade name, copyright or other proprietary notices, legends, symbols or labels appearing on or in any copies of the Products. Partner shall not use any Actility, trademark or trade name or symbol in any way other than as specifically authorized below in this Section , and without limitation may not incorporate any Actility, trademark or trade name or symbol to identify Partner’s business or products or services. All use of Actility, trademarks and trade names (whether registered or unregistered) shall inure solely to the benefit of Actility. Partner may use and display the trademarks of Actility, to identify and market the Products only (a) on business cards and stationery of Partner indicating that it is an authorized independent partner for Actility; (b) on marketing materials prepared by Actility and delivered to Partner relating to the Products; and (c) on marketing materials prepared by Partner and approved by ACTILITY in accordance with Section 4 of these Terms and Conditions. In each case, Partner shall comply with Actility’s trademark guidelines. No other use of Actility’s trademarks or trade names, or any part thereof, or any mark or name confusingly similar thereto, is authorized without the prior written consent of Actility. Partner shall not register any of Actility’s trademarks or trade names or register or use any mark or name closely resembling Actility’s trademarks or trade names. Partner shall not register any internet domain names that are, or that incorporate, any Actility trademarks or trade names, and Partner shall relinquish to Actility, any such internet domain names it acquires or owns upon request by Actility,

6.5 Use of Partner Marks. Partner hereby agrees that Actility may identify Partner as an Actility, partner and agrees to be featured as such on Actility,’s marketing materials and websites Specific content associated with Partner’s placement on Actility,’s website, press releases and marketing materials shall be subject to Partner’s prior approval, not to be unreasonably withheld. Partner grants to Actility, a non- transferable, non-exclusive limited license to use, for the purposes set forth in this Section, the trademarks, trade names or logos used by Partner to identify itself. Actility, agrees that it will comply with Partner’s reasonable trademark/logo guidelines as communicated by Partner to Actility, from time to time.

6.6 Enforcement. The decision to assert a claim, or to file and prosecute a legal or enforcement action, lawsuit, legal proceeding of any type, or piracy action or communication, against an alleged infringer of any Product or Service shall be exclusively within the discretion of non breaching Party, If the non breaching Party, determines to pursue any such infringement, the non breaching Party, all be responsible for any and all costs and expenses arising out of pursuing such action. All direct or indirect sums awarded, recovered or generated resulting directly from such action shall be for the account of non breaching Party.

7. CHANGES IN PRODUCTS OR TERMS OF LICENSE

Actility may expand, reduce, modify, amend and/or otherwise alter the list of Products and/or Services per the process set forth in the Registration Forms. Following notice of discontinuance of any Products and/or Services, Partner shall cease further promotion and distribution of the discontinued Product(s)and/or Services(s) as of the applicable discontinuance date and shall otherwise comply with all applicable changes. Actility will not accept orders for Products and/or Services discontinued by Actility

8. CONFIDENTIALITY

Each party shall maintain the confidentiality of, and shall not directly or indirectly disclose to others or use for any purpose not specifically authorized by this Agreement, any confidential or proprietary information of the other party or of any Customer that a party may now have or may  hereafter obtain, including without limitation, know-how, designs, specifications, drawings, diagrams, blueprints, flow charts, technical reports, pricing, employee and customer lists, and product plans, and any other information, whether or not reduced to writing, relating to the business or products of disclosing party or any Customer. In addition, the following shall be Confidential Information of Actility: the Actility Partner Portal and all contents posted therein, the Products, the Ancillary Technology, and the terms of this Agreement. Each party shall cause each of its employees to execute such agreements as may be necessary to assure compliance with this Section

9. COMPLIANCE WITH LAWS/ ACTILITY CODE OF CONDUCT

9.1 Each party will comply with all applicable laws and regulations of France.

9.2  With respect to its performance under this Agreement, Partner hereby represents, warrants, covenants and certifies that (a) the information provided by Partner as part of Actility’s partner assessment process remains true, correct and accurate as of the date hereof and that it will notify Actility’s  Chief Compliance Officer of any material change in that information; (b) none of Partner or its employees, directors, officers, agents,  or  affiliates  (collectively, “Relevant Persons”) has caused nor shall cause Actility or its affiliates to be in violation of the U.S. Foreign Corrupt Practices Act of

1977 (15 U.S.C. §§ 78dd-1, et seq.) as amended (“FCPA”), or any other applicable law or regulation regarding corruption or bribery; (c) Partner and its Relevant Persons shall not with a corrupt intent, directly or indirectly, pay, promise or offer to pay, or authorize the payment of, any money or give any promise or offer to give, or authorize the giving of anything of value to any person for purposes of corruptly obtaining or retaining business for or with, or directing business to, any person; and (d) no part of any payment, compensation, reimbursement or fee received by Partner pursuant to this

Agreement or otherwise will be used directly or indirectly as a corrupt payment, gratuity, emolument, bribe, kickback, or other improper benefit to any person, including, but not limited to Relevant Persons of Partner, nor will Partner’s Relevant Persons directly or indirectly request or agree to receive any such improper benefit.

9.3 Without limiting the foregoing, Partner agrees that it and the Relevant Persons will not, directly or indirectly: (i) make any payment to any of Actility’s customers, any directors, officers, employees, agents, representatives, or individuals acting on behalf of Actility’s customers, or any immediate family members of such individuals; (ii) without Actility’s prior written consent, pay for travel, hospitalities or entertainment of any of Actility’s customers or individuals employed by, or acting on behalf of, Actility’s customers, or any immediate family members of such individuals; or (iii) pay any money to any Actility employee, director, officer or agent or to any immediate family member or anyone acting on behalf of any Actility employee, director, officer or agent

9.4  Partner represents and warrants that it understands the U.S. Export Administration Regulations (15 C.F.R. Parts 730 –774) and that neither it, nor any of its employees, directors officers, agents, or affiliates are listed on, nor affiliated with, any entity or person that is listed on the U.S. Commerce Department’s Denied Persons List, Entity List, or Unverified List, the U.S. State Department’s Nonproliferation Sanctions List, or the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons (each a “List”, and collectively the “Restricted Party Lists”).Further, Partner hereby confirms that it does not have any business relationships with any person or entity identified on a Restricted Party List and that it will not conduct any commercial activities with such persons or entities that in any way involve Actility goods or services. The Restricted Party Lists can be found at: http://export.gov/ecr/eg_main_023148.asp

9.5 Partner shall not directly or indirectly export or distribute any Actility software or Ancillary Technology or provide Cloud or SaaS to a third party, either separately or as part of a system, (i) to any person/entity located in a country embargoed under U.S. law or (ii) where Partner is aware of or has a reason to believe that they will be used for Restricted Activities, or be re-exported, transferred or diverted to a person or entity engaged in Restricted Activities. “Restricted Activities” mean: (i) nuclear-related activities (including without limitation maritime nuclear propulsion projects); (ii) the design, development, production or stockpiling of missiles; and/or (iii) the design, development, production or stockpiling of biological or chemical weapons.

9.6 Partner agrees that it shall not provide or sub-contract any Services from a third party that are in any way related to the activities described in Section 9.5 unless express prior written authorization is obtained from Actility. Partner also agrees that it shall provide Actility with full information, certifications and other documentation required by Actility to ensure that Partner and Customers have complied with all export restrictions and requirements.

9.7 In addition to the foregoing requirements of this Section, Partner acknowledges that is has received and reviewed Actility’s Code of Business Conduct and Ethics and hereby agrees that it will conduct itself in accordance with the principles of the Code or such other code of conduct adopted by Partner that conforms substantially with the Code. Partner’s Relevant Persons will complete Actility’s online anti-bribery training and participate in live training on the Code as reasonably requested by Actility from time to time. In addition, Partner agrees to (a) no more than once in any twelve-month period (unless Actility has reason to suspect an ethics or legal violation), (b) cooperate fully with Actility in connection with any investigations involving potential violations of this Section 9, , and (c) submit to periodic background checks of Partner by Actility and to provide the information necessary to carry out such background checks.

9.8 Partner hereby represents and warrants to Actility that, except as has been fully disclosed to Actility prior to the date of this Agreement, no Actility director, officer, employee or former employee or any immediate family member of the foregoing has, directly or indirectly, any ownership, financial, or other interest in Partner or any Partner affiliates. Partner hereby agrees that it will immediately notify Actility’s Chief Compliance Officer in writing if any such person should obtain any such interest.

9.9  Partner acknowledges that any breach of any applicable law, representation, warranty given under this Section 9, breach of the Code or any other policy, failure to comply with the requirements of Section 9.7, or in the event a background check reveals matters that in Actility’s reasonable discretion make Partner unsuitable to be considered as a partner of Actility; any such event will be a material breach of this Agreement which may result in its immediate termination upon service of notice by Actility

10. WARRANTIES

10.1 Limited Warranty to Customers. Actility’s limited warranty for each Product is made solely to the applicable Customer who has obtained the applicable Product and is as stated in the License Agreement. Partner covenants and agrees that it shall not attempt to make or pass on to Customers any warranty or representation on behalf of Actility or Actility’s licensors, other than the limited warranty contained in the License Agreement.

10.2 Disclaimer of Warranties. ACTILITY DISCLAIMS (AND PARTNER WAIVES) ALL WARRANTIES RELATING TO ANY AND ALL PRODUCTS, ANCILLARY TECHNOLOGY, PROGRAMS, SERVICES, OR ANY OTHER MATERIALS PROVIDED BY OR ON BEHALF OF ACTILITY, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING ANY WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND/OR ANY WARRANTY THAT CUSTOMER WILL ACHIEVE ANY PARTICULAR RETURN ON INVESTMENT. ACTILITY DOES NOT WARRANT THAT THE OPERATION OR OTHER USE OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE OR WILL NOT CAUSE DAMAGE OR DISRUPTIONTO PARTNER’S DATA, COMPUTERS OR NETWORKS

11. LIMITATIONS OF LIABILITY

11.1. EACH PARTY’S AND ACTILITY’S LICENSORS’ MAXIMUM AND CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THE PRODUCTS, THE SERVICES, THE ANCILLARY TECHNOLOGY, ANY PROGRAM, OR THIS AGREEMENT, WHETHER BASED UPON WARRANTY, CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED ONE THOUSAND EUROS (€1,000). NEITHER PARTY NOR ACTILITY’S LICENSORS SHALL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT, ANTICIPATORY OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS OR EXPENSES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, CLAIMS OR DEMANDS. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 11.1 SHALL NOT APPLY TO: (A) MISUSE OF THE OTHER PARTY’S INTELLECTUAL PROPERTYRIGHTS, (B) BREACH OF CONFIDENTIAL INFORMATION OBLIGATIONS UNDER THIS AGREEMENT, OR (C) BREACH OF SECTION 6 OR SECTION 9 OF THIS AGREEMENT

11.2. PARTNER SHALL NOT BRING ANY SUIT OR ACTION AGAINST ACTILITY FOR ANY REASONWHATSOEVER MORE THAN TWO YEARS AFTER THE RELATED CAUSE OF ACTION HAS ACCRUED

12. INDEMNIFICATION

12.1 Actility agrees to defend Partner, and its parents, subsidiaries, affiliates, and their officers, directors, employees, and successors, from any third party claim that any Product infringes a United States, EU or Japan patent, copyright or trademark and, at Actility’s option, will settle any such action or will pay any final judgment awarded against Partner. Actility shall have no liability under this Section or otherwise to the extent that any infringement or claim thereof is based upon: (a) use of the Product in combination with equipment or software not supplied hereunder; (b) compliance   with   designs,   plans, instructions, or specifications provided by Partner or any Customer; (c) use of the Product in an application or environment for which it was not designed or not contemplated; (d) use of other than a current release of the Product(s) provided to Partner or any Customer; or (e) modification of any Product by  anyone other than ACTILITY or its employees. Without limiting Actility’s duty to defend as set out in this Section 12.2, should any Products hereunder become or, in Actility’s opinion, be likely to become the subject of a claim of infringement of a third party’s intellectual property right, Actility may terminate the Partner’s License(s) for such Products and/or terminate this Agreement upon written notice to Partner. THIS SECTION STATES THE ENTIRE LIABILITY OF ACTILITY TO PARTNER CONCERNING INFRINGEMENT OF PATENT, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS.

  • Actility is required to indemnify Partner for a claim under this Section 12, (a) Actility shall be notified promptly in writing by Partner of any notice of any such claim; (b) Actility shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise and shall bear the costs of the same; and (c) Partner shall cooperate fully at Actility’s expense with Actility in the defense, settlement or compromise of such claim.

13. TERM AND TERMINATION

13.1 Term. This Agreement shall remain in full force and continue for an unlimited period commencing on the Effective Date unless either Party decides to terminate the Agreement within three months notice period delivered to the other Party in writing.

13.2 Termination. This Agreement and/or Partner’s membership in a Program may be terminated by either party: (a) if the other party breaches any of its material obligations under this Agreement and fails to remedy such breach within thirty days after written notice of such breach is provided to the breaching party; (b) if Partner fails to meet the criteria for continued participation in the Program, (c)

immediately upon written notice by Actility to Partner if all or a substantial part of the assets of Partner, or more than 50% of the capital stock of Partner, is sold or otherwise transferred to any person or entity, or Partner is merged or consolidated with any other person or entity; or (d) for convenience and without cause, by giving one hundred twenty days prior written notice of termination to the other party.

13.3 No Liability; Other Remedies. Neither party shall incur any liability whatsoever for any damage, loss or expenses of any kind suffered or incurred by the other (or for any other compensation to the other) arising from or incident to any termination of this Agreement by such party that complies with the terms of this Agreement, whether or not such party is aware of any such damage, loss or expenses. Each party acknowledges and agrees that termination of this Agreement is not the sole remedy under this Agreement and, whether or not termination is effected, all other remedies available to a party as a result of any breach or nonperformance by the other party shall remain available to the non-defaulting party.

13.4 Effect of Expiration or Termination. Upon expiration or termination of this Agreement: (a) Partner shall no longer hold itself out as a Actility partner and shall neither solicit nor accept any additional orders for any Products and/or Services; (b) all amounts accrued hereunder shall become immediately due and payable; and (c) within seven business days following expiration or termination of this

Agreement, Partner shall return to Actility all originals and any copies of all software and other licensed materials, promotional literature, brochures, product price lists, samples, evaluation units, Ancillary Technology, Products.

14. MISCELLANEOUS

14.1 All notices, requests, demands and/or other communications required or permitted under  this Agreement shall be in writing (in English) to the parties (to the attention of the Legal Department) at the addresses set forth in this Agreement or at such other address as may be given in writing by either party to the other; provided, however, that notices from Actility to Partner may be by email to the email address specified on the Partner Registration Forms.

14.2 Partner is an independent entity engaged in the business of selling and servicing software and hardware products and, as such, is fully responsible for its own activities. The relationship between Actility and Partner is that of independent contractors. Without limiting the foregoing, neither party shall have authority to act for or to bind the other in any way.

14.3 Partner may not assign its rights or obligations under this Agreement, either voluntarily or by operation of law. Any attempted assignment shall be null and void. Any change in control of Partner or Partner’s business shall be deemed to be an assignment for this purpose.

14.4 Except as set forth on the attached List of Affiliates, all disputes arising under, out of, or in any way connected with this Agreement shall be governed by and construed in accordance with the laws of France s without reference to conflict of laws principles. All disputes arising under, out of or in any way connected with this Agreement shall be litigated exclusively in the courts situated in Paris France, and in no other court or jurisdiction. Notwithstanding the foregoing or anything to the contrary, Actility shall have the right to bring a claim in any court of competent jurisdiction to enforce any intellectual property rights and/or protect any confidential information. Partner stipulates that courts situated in Paris, France shall have personal jurisdiction over its person, and Partner hereby irrevocably (i) submits to the personal jurisdiction of said courts and (ii) consents to the service of process, pleadings, and notices in connection with any and all actions initiated in said courts. The parties agree that a final judgment in any such action or proceeding shall be conclusive and binding and may be enforced in any other jurisdiction.

14.5 This Agreement, together with its attachments, constitutes the entire understanding between the parties relating to the subject matter hereof and supersedes all prior or contemporaneous oral and/or written agreements, promises, negotiations or understandings with respect thereto.

14.6 Except as specifically provided in this Agreement, no modification or addition to this Agreement shall have any effect unless it is set forth in writing and signed (which shall include electronic signature) by Partner and Actility’s authorized signer.

14.7 Actility’s waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of such breach or as a waiver of other breaches of the same or other provisions of this Agreement.

WARRANTY HARDWARE AND SOFTWARE TERMS AND CONDITIONS

Actility disclaims any obligations related to products (hardware and/or software) and will use its best efforts with regards to compliance with Documentation.