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Terms and conditions

KILI-TECHNOLOGY END-USER LICENSE AGREEMENT

Effective on July 30th 2020

This license Agreement (hereinafter the "License Agreement”) has as its purpose the provision by the company KILI-TECHNOLOGY SAS, a simplified stock company with share capital of €20,000 registered on the Paris trade and companies register under number 843 210 014, with its corporate headquarters at 7 rue du René Boulanger 75010 Paris - France (hereinafter “KILI- TECHNOLOGY”) of the Services (as defined below) to the Customer (hereinafter the "Customer”).

KILI-TECHNOLOGY and the Customer are hereinafter jointly defined as the “Parties” or individually a “Party”.

ARTICLE 1 – DEFINITIONS

Affiliate: entity that is controlled by or is under common control with Customer.

Authorized Users: means the individually-identified employees, contractors, representatives or consultants of Customer who are permitted to use the Software in accordance with the applicable Order Form.

On-Premise Data Software: means that Software is available as a Software as a Service but the data remain on Customer’s infrastructure. The platform and all data generated by the annotation (labels, metrics...) are hosted on KILI-TECHNOLOGY cloud infrastructure. Customer provides KILI-TECHNOLOGY with URLS to assets stored on its servers.

The browser of the labelers will call the assets, visible on Customer private network, but not accessible outside.

On-Premise Enterprise Software: means Software that is installed on hardware owned or arranged by and under the control of Customer, such as Customer owned hardware, a private cloud or a public cloud. On-Premise Software is managed by Customer.

Order Form: means the document issued by KILI-TECHNOLOGY or its Accredited Partner that references and incorporates this License Agreement and sets forth the KILI-TECHNOLOGY services to be provided to Customer. Customer shall remain responsible for its Affiliates compliance with all of the terms and conditions of this License Agreement.

SaaS Software: means Software that is installed on hardware arranged by and under the control of KILI-TECHNOLOGY. The cloud provider is Google, located in Europe, in Belgium.

Services: means the services to be provided to Customer according the Order Form.

Software: means the KILI-TECHNOLOGY software applications identified on an applicable Order Form that are licensed to Customer pursuant to this License Agreement. Software includes On-Premise Data Software, On-Premise Enterprise Software and SaaS Software.

Subscription Term: means the period of time specified in the Order Form during which Customer is allowed to use the Software.

ARTICLE 2 – PURPOSE

The purpose of the License Agreement is to grant the non-exclusive right of use to the Software, and to specify the conditions under which KILI-TECHNOLOGY authorizes the Customer to use the Software and its components.

ARTICLE 3 – USER LICENSE

3.1 KILI-TECHNOLOGY grants the Customers, subject to their full respect of this License Agreement, and in particular subject to full payment of the remuneration agreed between the Parties as indicated in article 9 of this License Agreement, a worldwide, non-exclusive, non- transferable, non-sublicensable right to access the SaaS Software and to copy, install and use the On-Premise Software for the duration of the Subscription Term, subject to the terms and conditions of this License Agreement.

3.2 The scope of the authorization granted varies according to the needs and choice of the Customer from among the different authorizations listed below:

  • On-Premise Enterprise Software

  • On-Premise Data Software

  • SaaS Software

It is specified that the amount of remuneration paid by the Customer for the authorization to use the Software granted by KILI-TECHNOLOGY may vary according to the scope of the authorization, and more specifically according to the license(s) selected, which the Customer acknowledges.

3.3 The choice of the Customer, and consequently the scope of the authorization granted by KILI-TECHNOLOGY, is indicated in the Order Form summarizing the choice of license(s), as well as the price of each license and the total price as passed on to the Customer upon confirmation of his order, particularly by email when the order is made online.

3.4 Subject to the foregoing limitations, Customer may allow access to the Services to its Authorized Users (defined below). Customer will not use or make available the Services in a manner that may allow any person or entity other than its Authorized User to access or use the Services or otherwise permit unauthorized access to the Services. Customer shall be fully responsible for each Authorized User’s use of the Services.

3.5 Access to the Services may also require Customer to obtain certain hardware or install certain software applications (collectively, “Third Party Products”). Third Party Products are not under KILI-TECHNOLOGY’s control and Customer hereby acknowledges that KILI- TECHNOLOGY is not responsible or liable for the operation, content, functions, accuracy, legality, appropriateness, or any other aspect of such Third Party Products. Any purchase or use of Third Party Products may be subject to additional terms of the applicable third-party provider (“Third Party Terms”). Customer shall comply with all Third Party Terms and shall indemnify and hold KILI-TECHNOLOGY harmless from all damages, costs, settlements, attorneys’ fees and expenses arising from or related to Customer’s breach of any Third Party Terms. Any provision by KILI-TECHNOLOGY of Third Party Products, and any exchange of data between Customer and any third-party provider of a Third Party Product, is solely between Customer and the applicable third-party provider.

3.6 The Software has usage limitations based on the number of Authorized Users or other metrics as set forth on the Order Form. Customer shall maintain accurate records regarding Customer’s actual use of the Software and shall make such information promptly available to KILI-TECHNOLOGY upon request. KILI-TECHNOLOGY may also monitor Customer’s use of the Software.

ARTICLE 4 – GENERALITIES APPLICABLE TO ALL LICENSES

4.1 The components of the Software are granted under the license selected as a single unit. The Customer is not authorized to separate the components and install them on different devices.

4.2 Outside the cases set out above, and expressly authorized in Article 3, the Customer is not authorized to represent, reproduce and/or distribute the Software. The Customer is not authorized, in particular, to:

  • Copy or allow any third party to copy the Software.

  • Market, hire, sub-license, give, lend, distribute or otherwise provide the public with the Software, or allow any third party to do so.

  • Modify, edit, adapt, translate the Software, or create derivative works based on the Software, or allow any third party to do so; in particular, the Customer is not authorized to modify or amend the digital data characteristics of the Software, wholly or partially.

  • Carry out the reverse engineering, decompiling, disassembly, alteration and attempts to access the source code of the Software, or to allow any third party to do so; in the event that KILI-TECHNOLOGY authorizes the Customer to carry out one of the acts set out herein, any modification shall become and remain the exclusive property of KILI- TECHNOLOGY, and the Customer may not market, lend or transmit these modifications or additions to the Software to any third party, or allow any third party to do so; these stipulations apply without prejudice to applicable mandatory legal provisions and treaties, particularly relating to inter-operability, and solely to the extent that the decompiled data is necessary to inter-operability and has not been provided by KILI-TECHNOLOGY, after written request by the Customer;

  • Convert the Software into another format for use on other operating systems or other formats, or allow any third party to do so, KILI-TECHNOLOGY being solely authorized to supply the Software in different or supplementary formats, after preparing a specific quote at the request of the Customer; in the event that KILI-TECHNOLOGY converts the Software, any conversion shall become and remain the exclusive property of KILI-TECHNOLOGY, and the Customer may not sell, lend or transmit these modifications or additions to the Software to any third party, or allow any third party to do so.

4.3 The Software may not be used to create a digital file in which all or part of the Software is incorporated in a format that enables its extraction, editing, alteration, enrichment or modification by the recipient of such a document, in any way whatsoever.

4.4 It is specified, for all useful purposes, that the Customer may not transmit a file including the Software to any third party that could extract the Software from such a file, except in the cases, and for the purposes, expressly authorized in Article 3, and subject to the condition that the license selected by the Customer enables such a use, and that the person to whom the Software is transmitted is informed of the prohibition against reproducing, distributing, providing to the public, disseminating, executing or more generally exploiting in any way, free or at cost, the Software, and of his obligation to destroy it after performing the service when the person in question is a provider rendering a service for the Customer.

4.5 The sharing, lending, unauthorized hire or marketing or incorrect use of the back-up copy constitutes a material breach under the terms of the License Agreement, whatever the license selected by the Customer, the immediate cancellation of this License Agreement springing therefrom, subject to any damages.

The Customer is generally prohibited from any use and/or exploitation of the Software outside the scope determined by this License Agreement and, in particular, outside that of the specific license(s) selected by the Customer, and for which he has obtained authorization.

Any use which is not expressly authorized herein is prohibited, and the rights which are not clearly granted to the Customer are reserved for KILI-TECHNOLOGY. Any reproduction or representation, fully or partially, for purposes other than the authorized usage, is prohibited. The failure to respect this prohibition constitutes an infringement that could incur the civil and criminal liability of the offender.

4.6 The Customer guarantees KILI-TECHNOLOGY against all representations and/or reproductions, particularly in the form of a copy, of the Software outside the framework of the License Agreement, and acknowledges that it shall be solely liable in the event of representation, reproduction and/or extraction of the Software, in particular by end users who are not authorized to access the Software, and to use it in anything other than executable form.

For greater certainty, it is specified that if the Customer is a service provider and downloads the Software for his own use, the license granted does not cover use of the Software for any of the Customer's customers. As applicable, and if he so wishes, the Customer’s customer must acquire a license.

4.7 Under no circumstances may the Customer consider that he is the owner of the digital files that KILI-TECHNOLOGY makes available to the Customer. The physical control of files is only granted to allow him to enjoy the rights granted and subject to the authorization given, and these files are only ancillary to the License Agreement.

4.8 Whether the Customer is a physical person or legal entity, the Customer must ensure that either the members of the household or members of the acquiring legal entity, employees, agents, as well as any provider called upon to use the Software are informed of the terms and conditions of the License Agreement, and that they agree to be bound by it before using the Software, to which the Customer agrees.

If the Customer is not sure that the use he intends to make of the Software is authorized, he must contact KILI-TECHNOLOGY for verification. The absence of a request for authorization by the Customer and/or the absence of any specific prohibition in the License Agreement may not be interpreted as an authorization or authorized usage under any circumstance whatsoever.

To get a license supplement, the Customer must contact KILI-TECHNOLOGY at [email protected] for further information.

4.9 Separate License Agreement. – If KILI-TECHNOLOGY and Customer have executed a separate License Agreement intended to govern Customer’s use of the Software, then such separate License Agreement shall constitute the complete and exclusive agreement of the parties for such use, and this Agreement shall be of no force or effect, regardless of any action by Customer personnel that would have appeared to accept the terms of this Agreement.

ARTICLE 5 – DURATION AND TERRITORIALITY OF THE LICENSE

The License Agreement takes effect:

  • Either at the moment when, on the website of KILI-TECHNOLOGY available at the following URL https://cloud.kili-technology.com Customer, wishing to create a User account, chooses to click on “Sign up”. By clicking on “Sign up”, the Customer agrees to KILI-TECHNOLOGY’s terms, privacy policy and to receive emails from KILI- TECHNOLOGY;

  • Or on the signing of the Order Form by the Parties;

  • Or on purchasing the subscription to KILI-TECHNOLOGY’s Services through accredited KILI-TECHNOLOGY Partner.

The Subscription Term shall begin and end as provided in the applicable Order Form.

The License(s) selected by the Customer as described in Article 3 of this agreement are granted for the whole world.

ARTICLE 6 – INTELLECTUAL PROPERTY

The Software, all its components as well as all registered trademarks associated with the latter, and all elements (documentation, APIs, or other technology) that make it up are the exclusive property of KILI-TECHNOLOGY, which the Customer acknowledges.

All rights not expressly granted herein are reserved for KILI-TECHNOLOGY, which the Customer acknowledges.

It is specified that KILI-TECHNOLOGY, its successors and beneficiaries, expressly retain all legal rights to the Software and all its components, the scope of the legal right being envisaged in distributive form by component, according to the type of work.

The Customer recognizes that any unauthorized use of the Software is a violation of the rights of KILI-TECHNOLOGY causing significant financial damage to KILI-TECHNOLOGY.

In case of violation of the rights of KILI-TECHNOLOGY by the Customer, KILI-TECHNOLOGY reserves the right to claim any remuneration it would normally have a right to, without prejudice toward any other financial compensation of any nature resulting from an infringement of said rights.

Customer further acknowledges and agrees that it hereby grants to KILI-TECHNOLOGY a non-exclusive, royalty-free, perpetual, irrevocable license, to fully exploit any suggestions, ideas, enhancement requests, feedback, or recommendations Customer provides to KILI- TECHNOLOGY that relate to the Services.

ARTICLE 7 – SOFTWARE MODIFICATION AND SUPPORT

KILI-TECHNOLOGY may from time to time at its sole discretion modify, update, upgrade or extend the Services (including, without limitation, for the purposes of adding features and functionality, or enhancing security or usability).

Support for Customer’s use of the Software is included in Customer’s subscription fee. KILI-TECHNOLOGY will provide support and maintenance for the Software, including all applicable updates, and web-based support assistance in accordance with KILI-TECHNOLOGY’s support policies in effect from time to time. Other professional services are available for additional fees.

Customer is informed that the connection to the Services is made via the Internet network. He is warned of the technical hazards that may affect this network and lead to slowdowns or unavailabilities making connection impossible. KILI-TECHNOLOGY cannot be held responsible for difficulties in accessing the Services due to disturbances in the Internet network.

For technical assistance, additional services, training and customization, or for billing issues, the Customer may contact KILI-TECHNOLOGY by e-mail at the following address [email protected].

ARTICLE 8 – CUSTOMER DATA

As between the parties, Customer shall retain all right, title and interest in and to the data, information and other material provided, uploaded, or submitted by Customer to the Services in the course of using the Services (collectively, “Customer Data”), including all intellectual property rights therein. Customer, not KILI-TECHNOLOGY, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data.

KILI-TECHNOLOGY is not responsible to Customer for unauthorized access to Customer Data or the unauthorized use of the Services unless such access is due to KILI-TECHNOLOGY’s gross negligence or willful misconduct.

Customer is responsible for the use of the Services by any person to whom Customer has given access to the Services, even if Customer did not authorize such use. Notwithstanding anything to the contrary, Customer hereby authorizes KILI-TECHNOLOGY to display, share, transfer and otherwise disclose Customer Data for the purposes of providing the Services.

Customer owns all Customer Data including all derived data, and KILI-TECHNOLOGY shall not receive any ownership interest in it. KILI-TECHNOLOGY may use the Customer Data only to provide the Software capabilities purchased by Customer and as permitted by this Agreement, and not for any other purpose. Customer is the owner and data controller for the Customer Data.

ARTICLE 9 – FINANCIAL CONDITIONS

Customer shall pay KILI-TECHNOLOGY the Fees set forth on each applicable Order Form in accordance with the terms and conditions set forth on such Order Form. If not otherwise specified, Fees will be invoiced after contract execution and will be due within 30 days of invoice.

Any Fees past due hereunder shall bear interest at a rate of 1% per month (or, if lower, the maximum rate permitted by applicable law). Except where stated otherwise, all Fees paid to KILI-TECHNOLOGY hereunder are non-refundable.

Any amounts payable hereunder are exclusive of all taxes.

KILI-TECHNOLOGY may change the Fees from time to time hereunder by providing 45 days’ prior notice to Customer and Accredited Partner; provided that any change in Fees with respect to a particular Order Form shall not go into effect until the commencement of the next Renewal Term of such Order Form.

ARTICLE 10 – GUARANTEES

10.1 The Customer guarantees that he has the legal capacity to agree to this License Agreement, and that he has read and understood the License Agreement. The Customer expressly recognizes that in using the Software, he agrees to be bound by the terms and conditions of this License Agreement.

The Customer guarantees that either the members of the household or the members of the acquiring legal entity, employees and agents as well as any provider called upon to use the Software are informed of the terms and conditions of this License Agreement, and agree to be bound by it before using the Software.

In case of use of the Software unauthorized by this License Agreement, both by himself or by members of the household or members of the acquiring legal entity, employees and agents, as well as any provider or customer, the Customer acknowledges that he is fully liable towards KILI-TECHNOLOGY, and undertakes to compensate it in this respect.

10.2 KILI TECHNOLOGY guarantees that it has the legal capacity to grant this License Agreement, and that it holds all the intellectual property rights to grant the authorizations set out in Article 3 of this agreement to the Customer.

KILI TECHNOLOGY retains exclusive title to the intellectual property rights attached to the Software and all its components in all their versions.

10.3 Bearing in mind the highly technical nature of the Software, and the current status of IT techniques, the Parties mutually agree that KILI-TECHNOLOGY is subject to an obligation of means, specifically not guaranteeing that the Software is fit for the Customer's intended use.

ARTICLE 11 – LIMITATION OF LIABILITY

Except as expressly set forth herein, the services are provided “as is” and “as available” and are without warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, and any warranties implied by any course of performance, usage of trade, or course of dealing, all of which are expressly disclaimed.

Customer acknowledges and agrees that KILI-TECHNOLOGY is not responsible for (i) the accuracy, reliability, timeliness or completeness of customer data or any other data or information accessed or provided through the services, (ii) the results that may be obtained from use of the services, or (iii) the provision of customer’s or any third party’s services.

KILI-TECHNOLOGY IS SUBJECT TO A BEST-EFFORTS OBLIGATION. IN NO EVENT SHALL KILI-TECHNOLOGY BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT KILI- TECHNOLOGY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL KILI-TECHNOLOGY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AGGREGATE AMOUNTS PAID BY THE CUSTOMER TO KILI-TECHNOLOGY PURSUANT TO THIS AGREEMENT.

The Customer alone shall bear the consequences of operating faults of the Software due to any use non-compliant with the operating instructions, and acknowledges that KILI TECHNOLOGY does not guarantee the Software is fit for the use sought by the Customer.

The Customer agrees that it bears the burden of complying with all laws, foreign and domestic, on the control of experts or transfers of technology.

ARTICLE 12 – MISCELLANEOUS

12.1 The License Agreement, its annexes, its amendments and the Order Form indicating the total price of each order, as well as the detail of the Software programs selected, the license(s) selected and their duration, and the price of each license, constitute the entirety of the commitments made between the Parties, and annul and replace prior verbal and/or written commitments between the Parties on the same subject.

12.2 The License Agreement may only be modified by a written amendment or new agreement validly accepted by the Parties.

12.3 KILI-TECHNOLOGY reserves the right to amend or modify the License Agreement at any moment without notice, for future technical developments. The Customer may be informed by any means of the new stipulations of the License Agreement.

In case of modification of this License Agreement, the Customer shall be asked to accept the new License Agreement according to the same conditions as this agreement. When accept the said modification, the Customer shall be asked to accept the new License Agreement by mandatorily "ticking" the box attesting to acceptance of the new License Agreement "I have read and fully accept all of the rules set out in this License". The modified License Agreement shall only be applicable to the Customer after they have expressly accepted it.

12.4 The fact of not requiring or forcing the execution by the Customer of certain stipulations herein, or the fact of not prevailing upon a right set out herein, cannot be interpreted as a waiver, by KILI TECHNOLOGY, of its right to require or impose the execution of these stipulations.

The express waiver by KILI TECHNOLOGY of stipulations, conditions or requirements in this License Agreement may not constitute a waiver of any future obligation of compliance with said stipulations, conditions or requirements.

12.6 If one or several stipulations of the License Agreement are held to be invalid or declared as such pursuant to law, regulations or following a definitive ruling by a competent court, the other stipulations shall retain all their force and scope. The Parties thus agree to replace the clause declared null and void with one that is as equivalent as possible to its content, and the economic intent of the clause initially agreed.

12.7 All requests for information must be sent by e-mail to: [email protected] Each Party agrees to inform the other Party of any substantial modification concerning its situation (particularly the address, bank details, assignments, etc.)

12.8 The Customer expressly acknowledges he has read and understood this License Agreement, and that in using the Software, he agrees to be bound by the terms and conditions of this License Agreement.

12.9 Except for payment obligations hereunder, either party shall be excused from performance of non-monetary obligations under this License Agreement for such period of time as such party is prevented from performing such obligations, in whole or in part, due to causes beyond its reasonable control, including but not limited to, delays caused by the other party, acts of God, war, pandemic, terrorism, criminal activity, civil disturbance, court order or other government action, third party performance or non-performance, strikes or work stoppages, provided that such party gives prompt written notice to the other party of such event.

ARTICLE 13 – NON-DISCLOSURE

13.1 The Customer is prohibited from revealing to any third party any information he may have accessed relating to the know-how and/or technologies employed by KILI-TECHNOLOGY for the design and/or use of the Software.

13.2 Each Party shall keep confidential and not disclose to any other Party or use, except as required by this Agreement, non-public information obtained from the other Party (“Confidential Information”); provided, however, that the receiving Party shall not be prohibited from disclosing or using information: (i) that is in the rightful possession of the receiving Party free of any obligation of confidence prior to receipt from the disclosing Party; (ii) that at the time of disclosure is publicly available or becomes publicly available through no act or omission of the receiving Party; (iii) that is or has been disclosed to the receiving Party by a third party who is not under (and to whom the receiving Party does not owe) an obligation of confidentiality with respect thereto; and (iv) that is or has been independently acquired or developed by the receiving Party. The receiving Party may disclose Confidential Information of the providing Party to the minimum extent use or disclosure is required by court order or as otherwise required by law, on condition that notice of such requirement by law for such disclosure is given to the disclosing Party prior to making any such use or disclosure.

Each Party acknowledge that in the event of any breach or threatened breach of this section by either Party, the other Party may suffer irreparable harm and not possess an adequate remedy at law. Accordingly, each Party shall have the right to seek injunctive or other equitable relief to restrain such breach or threatened breach.

13.3 The non-disclosure obligation survives the termination of this License Agreement, for any reason whatsoever, for a period of 10 (ten) years, without prejudice toward the application of the intellectual property rights of KILI-TECHNOLOGY to the Software.

ARTICLE 14 – DATA PROTECTION

KILI-TECHNOLOGY undertakes to carry out its services in compliance with the applicable Regulations on Personal Data and in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of Personal Data and on the free movement of such data and Law No. 78-17 of 6 January 1978 as amended, on data processing, data files and individual liberties.

The processing of personal data by KILI-TECHNOLOGY is described in its privacy policy available here: https://kili-technology.com/privacy-policy/

Customer undertakes to transmit the information contained in KILI-TECHNOLOGY's privacy policy to its staff and to bring to the attention of its staff at short notice any other information that KILI-TECHNOLOGY would communicate to him concerning these processing operations.

ARTICLE 15 – TERMINATION AND EXPIRATION

KILI-TECHNOLOGY reserves the right to immediately suspend access to the Services upon Customer’s violation of this License Agreement until such violation is cured. Without limiting the foregoing, either Party may terminate this Agreement or an applicable Order Form by written notice to the other Party in the event that such other Party materially breaches this License Agreement and does not cure such breach within thirty (30) days of such notice.

Upon termination of the License Agreement or an Order Form, the rights and licenses granted to Customer hereunder and under any and all associated Order Forms shall terminate and Customer shall immediately return anything Customer has obtained in connection with the Services, together with any and all documents, notes and other materials respecting the Services to KILI-TECHNOLOGY, including, without limitation, all Confidential Information (defined below) and all copies and extracts of the foregoing, but the terms of this Agreement will otherwise remain in effect.

The definitions and license restrictions contained herein and Article 4 shall survive termination of this License Agreement.

ARTICLE 16 – APPLICABLE LAW AND COMPETENT JURISDICTION

16.1 The Parties agree that the License Agreement is prepared, subject to and interpreted according to French law.

16.2 BEFORE ANY REFERRAL TO THE COURTS, CUSTOMER UNDERTAKES TO INFORM KILI-TECHNOLOGY OF ANY DISPUTE, BY LETTER SENT BY REGULAR MAIL TO KILI TECHNOLOGY SAS, 7 RUE DU RENÉ BOULANGER 75010 PARIS, FRANCE, AND TO SEEK AN AMICABLE SOLUTION.

IN THE EVENT OF FAILURE TO REACH AN AMICABLE SOLUTION, THE PARTIES AGREE THAT ANY DISPUTE RELATING, IN PARTICULAR, TO THE VALIDITY, INTERPRETATION AND EXECUTION OF THE LICENSE AGREEMENT SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COMPETENT PARIS COURTS, SUBJECT TO MANDATORY LAWS AND REGULATIONS.