1. DEFINITIONS

“Agreement”: means these General Terms and Conditions and the Specific Conditions. In the event of any conflict or inconsistency between these documents, the General Terms and Conditions shall prevail in any circumstances. The performance of the Agreement involves the full and unconditional acceptance of these General Terms and Conditions.
“Affiliate” means any company that directly or indirectly controls or is controlled by or is under common control with a party hereto by means of ownership of more than fifty per cent (50%) of the voting shares or similar interest in said company, or the power to direct or cause the direction of the management and policies of the relevant company, including without limitation a party’s joint venture partners.
“Confidential Information” means any data, software, hardware, drawings, designs, processes, specifications, works, methodologies or other information (whether electronic or otherwise and whether commercial, financial or technical in nature) relating to the business or affairs of each Party other or its Affiliates and which are acquired from the other Party under the Agreement and/or provided to Clients in connection with this Agreement.
“Digitalization”: means the digital processing of a SKU in order to create either Photographs and/or VTO Frames.
“Client”: means the professional frames manufacturer or retailer, as designated in the Specific Conditions.
“FBxData”: means the database created and enriched by FITTINGBOX, containing VTO Frames and Photographs as well as any related data and meta-data.
“FitPhoto/FitLive”: means the virtual Try-on application allowing a web user to virtually try on SKUs through an uploaded photo or his webcam.
“General Terms and Conditions”: means this document, set up by FITTINGBOX for it Photo Studio offer.
“Force Majeure”: means any circumstances or event beyond the reasonable control of a party, including an external unforeseeable and irresistible event, making it impossible to fulfill an obligation. An obligation to make payment shall never be subject to Force Majeure.
“Intellectual Property Rights”: mean patents, trademarks, copyright, moral rights, service marks, design rights (registered or not), applications for any of the foregoing, copyrights, data rights know-how, trade or business ames and all other intellectual property rights with equivalent or similar protection anywhere around the world, whether such rights are registered or unregistered and including the goodwill attaching to such rights and the right to apply for any such rights.
“Owiz Apps”: means the suite of software applications developed by FITTINGBOX for iPad devices and provided to ECPs. To ensure an optimum operation with OWIZ APPS, FITTINGBOX recommends using an Apple iPad Pro – 128 GB device. As the case may be, Owiz Apps may be incorporated into a “sales kit” provided by FITTINGBOX.
“Owiz Plugin”: means the software applications developed by FITTINGBOX in the form of a module to be integrated into a website.
“Photographs”: means high-definition images of SKUs, in 2D (front view and/or ¾ view and/or e-360 view), and incorporated into FBxData.
“SKUs” or “Stock Keeping Unit(s)”: means a frame (prescription eyewear, sunglasses, sports eyewear, etc.) with a unique style combined with a unique color. For the avoidance of doubt, it is stressed that there is only one SKU per frame with its specific features and details (i.e. a frame model with 5 possible color variations will be turned into as many SKUs).
“Solution(s)”: means, as the case may be, FitPhoto/FitLive and/or Owiz PlugIn and/or Owiz Apps.
“Specific Conditions” shall mean the document qualified as a purchase order which complete these General Terms and Conditions and detail the specific conditions of the Agreement, such as the designation of the Client, the commercial and financial proposal of FITTINGBOX, the effective date of the Agreement, etc.
“Third Party”: means any natural or legal person other than the Parties or their Affiliates.
“VTO Frames”: means a digital modeling of glasses, in 3D and/or virtual try-on, considered as derivative works and incorporated into FBxData.

2. SUBJECT MATTER OF THE AGREEMENT

The purpose of this Agreement is to define the terms and conditions under which:
– The Client ships frames to FITTINGBOX,for Digitalization purposes;
– FITTINGBOX realizes the Digitalization services;
– FITTINGBOX provides the Photographs to the Client;
– FITTINGBOX provides, as the case may be, a non-exclusive and non-assignable license to use the selected Solution and/or the VTO Frames.
Throughout the entire term of the Agreement and the renewal periods thereof, it is stressed that FITTINGBOX will be the exclusive partner of the Client for the Digitalization services and/or the provision of VTO frames and/or 3D images of frames and/or, as the case may be, the provision of VTO solutions. The Photographs and/or VTO Frames incorporated into FBxData are the sole 2D/3D images whose quality and homogeneity are validated by FITTINGBOX.

3. DURATION

Unless otherwise specified in the Specific Conditions, the Agreement takes effect at its Signature date. By signing the Specific Conditions, the Clients irrevocably and unreservdly accepts the terms and the full enforcement of these General Terms and Conditions. The CLIENT is aware and irrevocably accepts that the contractual documents may be signed electronically. The digital signing will have the same legal value as a handwritten signing and will be enforceable against the arties and any Third Party.
Unless otherwise mentioned in the Specific Conditions, the Agreement is concluded for a duration of 12 months, starting from its signature date. At the end of this initial period, the Agreement shall be tacitly extended by successive periods of twelve (12) months, unless if a two (2) months’ notice of termination is given by one of the Parties prior to the extension date, notified by registered letter with acknowledgement or receipt. Each renewal period is firm and definitive.
At the termination of the Agreement, for any reason whatsoever, the section 8, 9, 10, 12 and 15, notably, shall remain in full force and effect.

4. TERMINATION

This Agreement shall terminate before its regular term if a Party fails to fulfill any of its obligations hereunder and does not remedy the default within a period of thirty (30) days following receipt by the said defaulting Party of a formal notice asking it to remedy the default or within such shorter period as is provided for in this Agreement. Shall be considered as a legitimate right for FITTINGBOX to terminate the Agreement, ipso jure and without indemnity, any failure of the Client to comply with any or all its obligations as per in sections 6, 7, 8, 9 and 12.

5. SPECIFIC CONDITIONS THE DIGITALIZATION SERVICES

Throughout the term of this Agreement, the Client undertakes to sent its frames for Digitalisation purposes, at least for the minimum volume commitment mentioned in the Specific Conditions.
The frames shall be sent to FITTINGBOX’s HQ, or to any other address indicated by FITTINGBOX, by courier and/or transportation services (such as UPS), at the Client’s own cost and expense.
The Client is and remains solely responsible for the choice of the frames shipped to FITTINGBOX for their Digitalization, in particular as regards the Intellectual Property rights to use, reproduce and display to the public and the right to market and advertise for the concerned frames.
It is reminded between the Parties that the frames are provided to FITTINGBOX for free, with the intent of Digitalization and to the exclusion of any other purpose. The frames received by FITTINGBOX shall not, in any circumstances, be lent or sold or leased or given, in any manner whatsoever, to any Third party, unless otherwise agreed by the Client.
The Client undertakes to provide FITTINGBOX with all relevant information available relating to the frames entrusted to FITTINGBOX, including the reference of SKUs requested by FittingBox for Digitalization purposes; in particular, the Client agrees to use and complete the eGlasses Order provided by FITTINGBOX, and to the exclusion of any other document, fully completed.
During the time of their custudy, FITTINGBOX undertakes to use the frames it has received from the Client in the best conditions of use so as not to damage them. FITTINGBOX undertakes to check the condition of the frames within 5 business days after their receipt and shall notify the Client of any deterioration or damage it might have noticed.
FITTINGBOX undertakes to realize the Digitalization from the receipt of the considered frames batch and within the timetable agreed by the Parties, provided that the corresponding eGlasses Order has been provided and duly completed. The quality and homogeneity of the Photographs and/or VTO Frames are controlled by FITTINGBOX, solely; the output of Photographs, either before or after the touch up, shall be at least similar to the pattern provided by FITTINGBOX.
All discrepancies with such pattern (e.g. color reproduction, reflections, etc.) shall be reported to FITINGBOX within 10 calendar days so that FITTINGBOX could correct them. Unless reporting by the Client within such period, the quality of such Photographs and/or VTO Frames will be deemed to have been accepted.
Once pictured by FITTINGBOX, and unless otherwise agreed by the Parties, the frames shall be returned to the Client, by courier and/or transportation services (such as UPS), at the Client’s own cost and expense.

6. SPECIFIC CONDITIONS FOR THE SOLUTIONS (if applicable)

As per in the Specific Conditions, and subject to the Client’s observing and performing all of its obligations under the performance of this Agreement and with respect to the minimum volume commitment as per in the Specific Conditions, FITTINGBOX hereby grants the Client a non exclusive, non-transferable, non-assignable and revocable license to use the Solution selected in the Specific Condiions, in object code format only. This Agreement, because its execution and/or termination, for any reason whatsoever, does not grant the Client and/or any Third Party any other Intellectual Property rights to the Solutions.
It is remind that (i) the FitPhoto / FitLive or Owiz Plugin using license is granted for the website stricly mentioned in the Specific Condition and with exclusion to any declension and/or extension of such website, and (ii) the Owiz Apps using license is granted solely for the national territory where the Client has its head office (Italy for instance).
Theses personnal licenses are granted for a duration of twelve (12) months maximum, that can be renewed in accordance with the terms and conditions of this Agreement.
FITTINGBOX shall apply reasonable efforts to supply and maintain the Solutions under the terms set out in the Agreement; The Client agrees that access to the Solutions may be suspended without FITTINGBOX incurring liability as a result, in particular in the event of malfunctioning or the temporary suspension of access to the Solutions, in particular due to the suspension of the supply of electricity or telecommunications, suspensions required for updating or maintenance, breakdown or malfunctioning of the Internet network in the transmission of messages or documents.
FITTINGBOX shall provide the identification code allowing the access and/or implementation of the Solutions. The Identification Code is under the sole responsibility of the Client. The Identification Code constitutes a means of authentication and a proof of identity. Any access using the Identifying Code is deemed to be made by the Client. The Client shall be solely liable for the consequences of a malfunction of the Solutions due to any use by any natural and/or legal person to whom the Client may have provided his/its Identification Code.
As the case may be, FITTINGBOX undertakes to train the Client to use the Solutions. The Client is aware and irrevocably accepts that such training sessions may be provide by distance learning and/or e-learning.
It is stressed that the Client is and remains solely responsible for the Photographs and/or VTO Frames which it has chosen to use with the Solutions and to display on its website, and in particular with respect to the right to use, reproduce and display such Photographs and/or VTO Frames and related material and to commercialize and market such models of glasses.
The Client undertakes not to use the Solutions in any manner not expressly authorised herein, in particular any representation, translation, communication to a Third party or any distribution, marketing, sale, hire, assignment, sublicence, loan, in direct or indirect form, or gratuitously or for value. In particular, the Client shall not:
– makes the Solutions available to any Third Party without FITTINGBOX prior and express authorization;
– create derivative works based on the Solutions and/or FBxData, in whole or in parts;
– use the Solutions and their content, in any way whatsoever, directly or indirectly, in a way likely to parasite or compete with any products and/or services provided or commercialized by FITTINGBOX;
– use the Solutions and their content, in any way whatsoever, directly or indirectly, in order to build a competitive product or service, or to copy any features, functions or graphics of the Solutions;.
– be authorized to extract from the Solutions all or material parts of FBxData or to extract on a regular basis parts of such database and its contents, in any manner whatsoever;
– copy, frame or mirror any part or content of FitPhoto/FitLive or Owiz PlugIn, as the case may be, other than displaying on the authorized website of the Client as exhaustively mentioned in the Specific Conditions;
– copy the functions, the structure, the technical features, the design features, the graphic materials, in whole or in parts, of the Solutions and/or their components, in any manner whatsoever ;
– take any initiative to, directly or indirectly, in any way whatsoever, disassemble, decompile or reverse engineer the Solutions irrespective of the cause;
– sell, resell, rent or lease, whether for free or for consideration, the Solutions, in any way whatsoever, including through ASP/SaaS or service bureau models;
– interfere with or disrupt the integrity or performance of the Solutions or attempt to gain unauthorized access to the Solutions or their related systems or networks;
– encourage any users or any Third Party or allow them, directly or indirectly to access to the Photographs and/or VTO Frames provided by FITTINGBOX to the Client under the performance of this Agreement in any other way than by the Solutions and/or the Products and Services.
In the event of the breach of any provision of this article 60, FITTINGBOX shall be authorized to immediately, with no need for any authorization whatsoever from a court and without incurring liability, suspend the access to the Solutions and remove immediately any concerned VTO Frames from the scope of this Agreement, without prejudice to its right to terminate this Agreement according to the procedures set out in Clause 4.
The Client undertakes to install any update or patch provided by FITTINGBOX in relation with the Solutions. Under no circumstance the Solutions used by the Client can have more than 1 gap with the last update or patch provided by FITTINGBOX.
The Client is aware of the material configuration requirements (hardware, software, operating system, external devices, Internet connection, etc.) for the Solutions to function properly and undertakes to set up and maintain them at his cost throughout the entire term of this Agreement and the renewal periods thereof, including in the event of the evolution of these requirements which it will be informed of by FITTINGBOX. The Client is aware and accepts that any disrespect of such requirements may result in degraded operation or malfunction of the Solutions; In no event will FITTINGBOX be liable for such disrespect and their consequences.
The Solutions, as well as any component thereof, are provided “as is” with no representation or warranty of any kind, express or implied, statutory, or otherwise, as to their quality, performances, usage of trade or results. FITTINGBOX does not give any undertaking as to the evolution of the Solutions or the adaptation thereof to the current or future requirements of the Client. FITTINGBOX cannot guarantee that the Solutions as well as any component thereof will be error free or will work continuously. FITTINGBOX undertakes to provide its best efforts to solve, including by workaround solutions, any error or malfunction that would materially impact the correct use of the Solutions, within a reasonable timeframe.

7. PRICE AND TERM OF PAYMENT

The Client shall pay FITTINGBOX the prices indicated in the Specific Conditions. Those above mentioned do not include any any taxes, levies, duties or similar governmental assessments of any nature and/or any round-trip transportation costs of the frames, which are solely supported by the Client. The Client shall be responsible for paying all taxes associated with invoiced prices. FITTINGBOX reserves the right to review those prices at the anniversary date of the Agreement, on its successive renewals in compliance with the FITTINGBOX scale of charges in force and/or to a maximum of the variation in the SYNTEC index
Unless otherwise specified in the Specific Conditions, the amounts invoiced by FITTINGBOX must be paid within thirty (30) days from the invoice date.
The Client is aware and irrevocably accepts that the invoices may be established electronically. The e-invoice will have the same legal value as a paper invoice and will be enforceable against the Client and any Third Party.
If the Client fails to pay when due, FITTINGBOX shall apply a 8% late interests penalty of the overdue invoice(s), or the maximum permitted by the applicable law – even at a State level, from the first day of delay and without a prior reminder. The aforementioned penalty is capitalized each year on the total overdue amounts, and will be applicable each year until complete payment. A flat rate indemnity of 40 or $50, depending on the currency mentioned in the Specific Conditions, shall also be due automatically as a result of any delay in payment, in addition to interests for late payment.
In the event of failure to pay when due, FITTINGBOX reserves the right to suspend access to the Solution within ten (10) calendar days from the payment default, without prejudice to its right to terminate this Agreement according to the procedures set out in Clause

8. OWNERSHIP / INTELLECTUAL PROPERTY RIGHTS

8.1 FITTINGBOX’s Intellectual Property and ownership Rights

FITTINGBOX holds and retains all Intellectual Property rights relating to the Solutions, the VTO frames and/or FBxData, be they copyrighted or not, and all other Intellectual Property rights, including any patent, design, features, model or other property deed and any request for, claim on or extension of such rights, within the Territory and that of any other country worldwide.
The Client acknowledges that these elements are significant items of FITTINGBOX’s assets; any disclose of any of these elements may damage FITTNGBOX and/or its Affilitates.
These rights shall not be transferred the Client during this Agreement

8.2 Client’s Intellectual Property and ownership Rights

All property rights related to SKUs, as well as all the Intellectual Property rights thereof and including copyrights and trademarks reproduced in or used to designate these SKUs, remain the exclusive property of the Client or the Third Party which has conceded a regular license to the Client. FittingBox acquires no ownership of these SKUs, except the right to use them for Digitalization purposes and without prejudice to the guarantees contained in Section 9 below.
FITTINGBOX shall be authorized to use and reproduce the name, logo(s) brands, trade names and, more generally, any figurative element or distinctive sign related to the frames entrusted by the Client to FITTINGBOX for the Digitalization purposes, in its marketing and/or promotional materials and/or solutions, including in FBxData and/or any in-store or webstores solutions.

8.3 Intellectual Property RIghts related to the Photgraphs and/or VTO Frames

The 3D images and/or VTO Frames created and/or incorporated into FBxData remains the entire and exclusive property of FITTINGBOX. This Agreement, because its execution and/or termination, does not grant the Client any Intellectual Property rights to any of these elements.
The Intellectual Property rights related to the Photographs created by FITTINGBOX directly under the performance of this Agreement shall be transfered to the Client, provided however that the Client owns the trademarks and/or the exclusive Intellectual Property rights of the related physical frames. Subject that the Client has observed and performed all of its obligations under the performance of this Agreement and with respect to all FITTINGBOX’s Intellectual Property Rights, FITTINGBOX shall assign to the Client, free of charge, to the maximum extent permitted by the applicable law, all the Intellectual Property Rights over such Photographs.
In case the paragraph above should apply, the Client grants FITTINGBOX a free-of-charge, non-exclusively, worldwide and for the duration of the copyright, right to use, adapt, represent, publish, distribute and/or commercialize such Photographs, in their current condition or as VTO Frames. For sake of clarity, the Client is hereby informed and acknowledges that the images (Photographs and/or VTO Frames) directly or indirectly produced by using the StudioBox System, either the Client holds the related Intellectual property rights or not, may be incorporated into FBxData and/or FITTINGBOX’s try-on solutions, represented, published, distributed and/or commercialized by FITTINGBOX to its customers and/or partners, either free-of-charge or in exchange for remuneration, leaving it to such customers and/or partners to have obtained the right to use these images and/or retail the corresponding SKUs from the corresponding frame manufacturer, without any financial compensation of any kind for the Client and/or any Third Party.
The Client shall maintain also the full ownership over the trademarks and the exclusive Intellectual Property rights of the related SKUs.

9. WARRANTIES

Each party represents and warrants to the other Party that it:
– has the legal right and power to enter into this Agreement and perform its obligations in accordance with the terms of this Agreement and the entry into this Agreement does not constitute a breach of any obligation (including any statutory, contractual or fiduciary obligation) or default under any agreement or undertaking, by which that Party is bound;
– it is vested with the Intellectual Property rights required for the performance of the Agreement. Therefore, each Party, each on its own behalf, shall hold the other Party harmless against any claim, action, damages or indemnities which any Third Party could instigate or claim, in particular in reliance on an Intellectual Property right, an act of unfair competition and/or commercial parasitism, provided that: (i) it has been

informed by the other Party, in writing, as soon the latter became aware of the claim; (ii) It keeps the sole control of the defense of the claim and/or any settlement; (iii) it has received from the other Party complete and accurate information and all reasonable assistance in order to enable to settle or defend the claim; (iv) the claim does not result from changes made to the Products and Services and/or the Solutions;
– will promptly execute all documents and do all things that the other Party from time to time reasonably requires of it to effect, perfect or complete the provisions of this Agreement and any transaction contemplated by it;
– complies with and will ensure that it and its employees, servants, agents and contractors continue to comply with all applicable laws, regulations, orders and rules;
– has not relied on any representation made by the other Party which has not been stated expressly in this Agreement or upon any descriptions, illustrations or specifications contained in any document including catalogues or publicity material produced by that Party; and
– will not utilise information received by virtue of this Agreement for any purpose other than that authorised by this Agreement.
FITTINGBOX represents and warrants that it has good title or is otherwise authorized to provide the Digitalization services and/or to license the Solutions (including their components) as provided in the Contract.
Throughout this Agreement, the Client represents and warrants that:
– It is and will be the legitimate holder of all the rights associated with the SKUs (including for the reproduced brands or trademarks) incorporated into FBxData and/or it entrusts to FITTINGBOX for Digitalization purposes;
– It is and will be duly authorized to provide SKUs to FITTINGBOX for Digitalization purposes; and
– FITTINGBOX is and will be duly authorized to photograph and/or digitalize such SKUs, in order to create Photographs and/or VTO Frames, without having to obtain authorizations or pay royalties to any Third Party whatsoever;
– FITTINGBOX is and will be duly authorized to incorporate the digitalized SKUs into FBxData and/or into its on-line or in-store solutions, without having to obtain authorizations or pay royalties to any Third Party whatsoever;
– FITTINGBOX is and will be duly authorized to perform broadcast / demonstrations at trade shows / public or private meetings;
– FITTINGBOX is and will be duly authorized to use, exploit, market, promote, sell, display, promote and distribute the SKUs incorporated into FBxData, as Photographs or as VTO Frames, via its on-line or in-store solutions, for free or for consideration, worldwide, without conditions or restrictions and/or without having to obtain authorizations or pay royalties to any Third Party whatsoever;
– will keep all these authorizations valids and in force.
The provisions of this Section 9 apply valid cumulatively and shall survive to the termination of this Agreement, for any reason whatsoever, for the duration of the applicable Intellectual Property rights. The Client shall defend and indemnify FITTINGBOX against any claim and any damages claimed arising from a violation of these provisions.

10. LIMITED LIABILITY & INSURANCE

Save as expressly provided in this Agreement FITTINGBOX does not make or give any representations, conditions, warranties or other terms, whether express or implied, arising by statute or otherwise, including but not limited to any implied representations, conditions, warranties or other terms of satisfactory quality or fitness for a particular purpose.
To the maximum extent permitted by law, in no event shall FITTINGBOX be liable for any special, incidental, indirect or consequential damages whatsoever (including without limitations damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out the performance of this Agreement.
Under no circumstances, the aggregate liability of FITTINGBOX, for any reason whatsoever and including on the grounds of Section 9 hereunder, will exceed limited to the amount paid by the Client to FITTINGBOX, in relation with the Digitalization services and in the year of the claim.
The Parties expressly agree that should any limitation or provision of this clause be held to be invalid under any applicable statute or rule of law it shall to that extent be deemed omitted but if any party thereby becomes liable for loss or damage which would otherwise have been excluded, such liability shall be subject to the other limitations and provisions set out herein.
Throughout this Agreement, each Party will make its personal affaire to take out and maintain a professional indemnity insurance for as is necessary to cover its liabilities.

11. FORCE MAJEURE

The Parties may not be held liable for failure to execute their obligations provided for in the Agreement if this failure to execute is due to Force Majeure, it being understood that both Parties agree to limit the prejudicial consequences for the other as far as is possible. The performance of the prevented party’s obligations is postponed by a period at least equal to that of the duration of the suspension due to the Force Majeure. However, beyond a period of thirty (30) calendar days of interruption due to Force Majeure, both parties may choose to terminate the Agreement by registered letter with acknowledgement of receipt sent to the other party. Termination of the Agreement shall come into effect upon receipt of this notification.

12. CONFIDENTIALITY AND NON-DISCLOSURE UNDERTAKING

Both Parties undertake to use the Confidential Information of the other Party only for the purpose of executing the obligations established in the Agreement. Thus either Party may only disclose the Confidential Information of the other Party to its employees, company officers or contra-parties to the extent necessary for the purposes set forth in the Agreement, and it undertakes not to communicate, reproduce, publish or disclose this information in any other way to third parties, unless the other Party has given its prior written consent. The Confidential Information may not be disclosed by any other way than solely in the way required by law, including by any regulatory authority. However, in these circumstances and provided that the law so authorizes, the Party obliged to disclose the Confidential Information of the other Party must warn the latter thereof promptly and in writing, in order to enable it to seek any protective measure it may consider necessary.
Both Parties guarantee compliance with the obligation of confidentiality provided for in the present article by its employees, company officers and contra- parties, and shall ensure that the latter are bound by an obligation of confidentiality as strict as the present. The obligations resulting from the present article shall remain in force for a period of five (5) years following the end of the Agreement. At the end of the Agreement each Party shall return to the other Party, as soon as the latter requests, Confidential Information of this other party (including any total or partial reproduction) or, insofar as such a return cannot be made, shall communicate a certificate of destruction to it.
It is expressly agreed that non-compliance with the present confidentiality clause constitutes a serious failure.

12. CONFIDENTIALITY AND NON-DISCLOSURE UNDERTAKING

Both Parties undertake to use the Confidential Information of the other Party only for the purpose of executing the obligations established in the Agreement. Thus either Party may only disclose the Confidential Information of the other Party to its employees, company officers or contra-parties to the extent necessary for the purposes set forth in the Agreement, and it undertakes not to communicate, reproduce, publish or disclose this information in any other way to third parties, unless the other Party has given its prior written consent. The Confidential Information may not be disclosed by any other way than solely in the way required by law, including by any regulatory authority. However, in these circumstances and provided that the law so authorizes, the Party obliged to disclose the Confidential Information of the other Party must warn the latter thereof promptly and in writing, in order to enable it to seek any protective measure it may consider necessary.
Both Parties guarantee compliance with the obligation of confidentiality provided for in the present article by its employees, company officers and contra- parties, and shall ensure that the latter are bound by an obligation of confidentiality as strict as the present. The obligations resulting from the present article shall remain in force for a period of five (5) years following the end of the Agreement. At the end of the Agreement each Party shall return to the other Party, as soon as the latter requests, Confidential Information of this other party (including any total or partial reproduction) or, insofar as such a return cannot be made, shall communicate a certificate of destruction to it.
It is expressly agreed that non-compliance with the present confidentiality clause constitutes a serious failure.

13. MISCELLANEOUS

– At its effective date, the Agreement expresses the full agreement of the Parties with regard to its purpose; it cancels and replaces any previous agreement, letter, offer or other document having the same purpose. No modification may be made to this Agreement without a written additional clause being signed. Under no circumstances may the Client’s purchase order or general terms and conditions be enforced on FITTINGBOX.
– If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The Parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision, whereby the substitution is subject to the consent of both Parties
– A valid waiver is in writing and signed by the party waiving its rights. The waiver by either Party of a breach or default of any of the provisions of this Agreement by the other Party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either Party to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other Party.
– The relations instituted between the Parties by the Agreement are those of independent contra-parties and the Agreement intends to institute no other relationship between them. Neither party is an employee, agent, partner or joint venturer of the other.
– As this Agreement is intuitus personae in nature, by express and material agreement between the Parties, the Parties shall neither be able to assign the rights and obligations to any Third Party whatsoever, in any way whatsoever, even for a short time, nor will they be able to give them to a company, unless the Parties have expressly agreed to this beforehand, in writing. By way of derogation, a change of control of the shareholder structure of FITTINGBOX, or the transfer of all or part of FITTINGBOX to a Third Party may be carried out without the approval of the Client. This Agreement shall automatically survive with the new legal person that substitutes FITTINGBOX, without entitling the Client to terminate the Agreement.

14. ELECTION OF DOMICILE

For the execution of the present Agreement, the parties elect domicile in their respective registered or principal offices.

15. DIFFERENDS

The Agreement is governed by French Law to the exclusion of all other legislation.
Any dispute born of the interpretation or the performance of the Agreement shall be the subject of an attempt to reach an amicable settlement. SHOULD AN AMICABLE SOLUTION NOT BE REACHED BETWEEN THE PARTIES WITHIN 15 DAYS OF WRITTEN NOTIFICATION BY ONE OF THE PARTIES TO THE OTHER OF THE IMPLEMENTATION OF THESE AMICABLE SETTLEMENT PROCEEDINGS, ANY LITIGATION THAT MAY ARISE BETWEEN THE PARTIES RELATING TO THE FORMATION, PERFORMANCE, INTERPRETATION TERMINATION OR CANCELLATION OF THE PRESENT AGREEMENT SHALL BE THE EXCLUSIVE COMPETENCE OF THE COMPETENT COURTS OF TOULOUSE, FRANCE, INCLUDING IN THE EVENT OF SUMMARY PROCEEDINGS, MOTION OR PLURALITY OF DEFENDING PARTIES.

COPYRIGHT F I T T I N G B O X – August 2016