The FluksAqua Terms and Conditions, which if applicable are accompanied by the special conditions agreed upon with the Customer, (collectively the “Agreement”) constitute a legal agreement entered into by the entity or the natural person, professional, who accepts these provisions (hereinafter the “Customer”) and FluksAqua, COMPAGNIE LOCALE D’INVESTISSEMENT ET DE GESTION 29 (CLIG 29) [Local Investment and Management Company], SAS, with a capital of 2,537,000 euros, registered with the Nanterre Company and Trade Registry under No 810 519 876 and having its headquarters at16 rue Martel 75010 Paris (hereinafter referred to by its trade name “FluksAqua”), (each a “Party” and collectively the “Parties”).

These Terms and Conditions become effective on the date on which the Customer clicks the “I Accept” button below or signs this document, if applicable (hereinafter the “Effective Date”). If you are accepting these Terms and Conditions on behalf of the Customer, you represent and warrant: (i) that you have the legal capacity to bind the Customer to this Agreement; (ii) that you have read and understood this Agreement; and (iii) that you accept this Agreement on behalf of the Customer. If you do not have the legal authority to bind the Customer, do not click the “I accept” button below. The Agreement governs the Customer’s access to the Services and the use thereof.

1. Definitions

Unless otherwise explicitly stated, the terms contained in this Agreement are defined as follows:

Administrator: Personnel designated by the Customer who administer the Services provided to the End Users for the Customer’s account.
API: FluksAqua APIs listed and occasionally updated at the www.fluksaqua.com address or at another URL that FluksAqua provides to that end.
Administrator Account: Administrator Account provided to the Customer by FluksAqua to administer the User Accounts.
User Account: Account hosted by FluksAqua and created by the Customer by means of the Services for an End User.
Administration Console: Online tool supplied by FluksAqua to the Customer for the purpose of administering User Accounts.
API Terms of Use: Terms that may be updated occasionally and apply to the use of APIs and which can be accessed at www.fluksaqua.com or at another URL that FluksAqua provides to that end.
Services Terms of Use: Terms that may occasionally be updated and apply to the use of the Services and which can be accessed at www.fluksaqua.com or at another URL that FluksAqua provides to that end.
Third-party Request: Request by a third party to obtain information about the use of Services by an End User. This may be in the form of a court order, a motion or petition, or any other action by an administrative or judicial authority.
Customer Data: Data (including of a personal nature) that is provided by the Customer, the companies that make up the Customer’s group, or the End Users within the context of the Services as well as any data that results from automatic capture by Network devices.
Derived data: Data that results from data processing by the Services, from which Customer Data assets cannot be reconstituted (reverse engineering is not possible).
Annual Package: Billing option by which the Customer undertakes to buy the Services of FluksAqua for twelve (12) months.
Monthly Package: Billing option by which the Customer undertakes to buy the Services of FluksAqua for a period of thirty (30) days.
Multi-Year Package: Billing option by which the Customer undertakes to buy the Services of FluksAqua for one of several twelve (12)-month periods.
Groupe FluksAqua: The FluksAqua Group of Companies likely to take part in providing Services to the Customer.
Security Incident: Any unauthorized access, accidental loss, or unauthorized alteration or disclosure of Customer Data by FluksAqua, its Suppliers or third parties, provided that this incident is not directly or indirectly caused by an action or omission on the part of the Customer, an Administrator, or an End User.
Confidential Information: Any information disclosed by a Party to this Agreement to another Party to this Agreement and any information of which the Party is aware at the time of the receipt of Services to be designated as confidential or that may reasonably be assumed by its nature, content or the circumstances in which it is disclosed to be confidential. Individual and firm names, mailing and email addresses of the Customer and End Users, the geolocation of the transmission source of the Variables, and the geolocation or address of Network devices are all regarded as confidential.
Legislation regarding the protection of personal information: Designates the regulations that apply to the protection of personal information, such as but not limited to the French Act No 78-17 of 6 January 1978 on Information Technology, Data Files and Civil Liberties (loi n°78-17 du 6 janvier 1978 relative à l’informatique, aux fichiers et aux libertés), as modified.
Administration Tool: Any online tool and/or API provided by FluksAqua to the Customer for the administration of the Services offered to End Users.
Order Page: Online order page(s) or any other order document received by FluksAqua within the context of this Agreement, which the Customer completes when registering for the Services and on which they indicate (i) the Services requested (including the billing options), (ii) the Price, (iii) the number of User Accounts and the corresponding initial Period of Validity, and (iv) the method of payment.
Renewal Period: For a Monthly Package, there is a thirty (30) day Renewal Period; for an Annual Package, a twelve (12) month Renewal Period.
Period of Validity of the Services: The Period of Validity of the Services in question, which begins on the date of activation of the Services and continues (i) for thirty (30) days in the case of a Monthly Package, (ii) for twelve (12) months for an Annual Package, and (iii) for the number of years designated on the Order Page for the Multi-Year Package; and this for the duration of the successive applicable Renewal Periods.
Suppliers: The FluksAqua Group of Companies and/or third-party Suppliers who have access to Client Data and process this data on behalf of FluksAqua.
Security Problem: (a) use of the Services by an End User in violation of the Terms of Use of the Services, which might result in a disruption (i) of the Services, (ii) of the use of the Services by other End Users, or (iii) of the Network or the FluksAqua servers used to provide the Services or (b) unauthorized access by a third party.
Complementary FluksAqua Products: Any FluksAqua Services that are not part of the Services as defined in the Agreement but to which End Users have access by means of their account alias and password. The FluksAqua Complementary Products are those that appear in the list updated occasionally, which is available at www.fluksaqua.com or at another URL provided by FluksAqua to that end.
Third-party Products: All products, software or services that are not granted under license or offered to the Customer by FluksAqua under the terms of this Agreement. Third-party Products are subject to their own licenses and terms of use.
Network: The sum of installations that can be linked, particularly in order to ensure the production and/or distribution of potable water as well as the collection and/or treatment of waste water and stormwater.
Services: FluksAqua Services provided by FluksAqua and used by the Customer under this Agreement. The Services are described at www.fluksaqua.com in accordance with any specific conditions agreed to by both Parties or at another URL that FluksAqua provides to that end. The Services do not include the FluksAqua Complementary Products or Third-party Products.
Distinguishing Marks: trade names, trademarks, logos, domain names and other distinguishing marks.
End User: the natural person who is the end user of the Services.
Variable: Data generated by a measuring device installed on the Network.
2. Generalities

2.1 Generalities: FluksAqua undertakes to provide the Services in accordance with this Agreement, including the Services Terms of Use, and to provide the Customer with an Administrator Account to manage the User Accounts and other features of the Services. The Customer is responsible for managing the User Accounts with the help of an Administration Console and the Administration Tools and for choosing which Services to make available to End Users. The Customer may submit a request for a User Account to (a) the designated FluksAqua representative or (b) by way of an order placed using the Administration Console.

2.2. Modification of Services: FluksAqua may on occasion modify its Services, and it undertakes to inform the Customer of any substantial modification by the means at its disposal, provided that the Customer has requested that FluksAqua notify them of such a modification.

2.3 Modification of the Terms of Use: FluksAqua may on occasion make commercially reasonable modifications to the Terms of Use of the URLs and undertakes to inform the Customer of any significant change therein by sending an email to the address indicated on the Order Page or via an alert on the Administration Console. These modifications will take effect thirty (30) days after the Customer has been duly informed, unless the Customer has committed to an Annual Package or a Multi-Annual Package and that said modifications will have significant negative consequences for them, in which case the Customer can revert to the conditions existing immediately prior to the modification, and this until the end of the Period of Validity of the Services currently subscribed to, on condition of notifying FluksAqua of their refusal within the thirty (30) days following receipt of the notice of modification. Should the Customer renew their subscription, tacitly or explicitly, the Services will be governed by the new Terms of Use in effect at that time.

3. Data Processing

3.1 Legislation regarding the protection of personal information: In this Agreement, the terms “personal information,” “processing,” “person responsible for processing,” and “sub-contractor” shall have the meaning assigned to them in the legislation regarding the protection of personal information. The Parties agree to fulfill their obligations in accordance with the legislation regarding the protection of personal information.

3.2 Sub-Contractor: For the purposes of this Agreement, the Parties agree that the Customer is responsible for the processing of Customer Data and that FluksAqua is the Sub-Contractor according to the spirit of the legislation regarding the protection of personal information. Furthermore, the Customer undertakes to respect their data processing obligations, and FluksAqua undertakes to do the same in its capacity as Sub-Contractor, acting only upon instructions from the Customer. The Parties agree to define the notion of instruction as being met when FluksAqua acts within the context herein. If the responsibility for processing certain data lies with a company that is part of the Customer group (alone or in concert with the Customer), the latter shall represent and warrant that it is authorized to instruct FluksAqua to act on behalf of said company in accordance with this Agreement.

3.3 Purposes of Data Processing: The Customer entrusts FluksAqua with the processing of Customer Data so that FluksAqua can (a) provide the Services that the Customer has selected on the Administration Console, (b) provide the application features required to facilitate the creation of content using the Services and tools, as identified in this Agreement, (c) to manage, maintain, and provide the help of the infrastructure used to provide the Services, and (d) answer the Customer’s requests for assistance according to the terms of the Agreement. FluksAqua undertakes to only process Customer Data in the context and for the purposes of the Agreement. FluksAqua will only process Customer Data provided by the Customer or End User by way of the Services. The Customer acknowledges and accepts that FluksAqua will have the right to use, extract, compile, synthesize, transform and analyze Customer Data and Derived Data in order to perform statistical analyses and feed views and indicators for the benefit of all or part of FluksAqua’s users or to supply content (hereinafter “Statistical Data”) to the Q & A forum, provided that the users who have not been expressly designated by the Customer shall know neither the identity nor the location of the Customer Data transmitter, unless the Customer so authorizes it. Statistical Data may be collected by FluksAqua for any legal commercial use without having to consult the Customer, as long as the Statistical Data remains entirely anonymous and that its origin is never specifically identified, unless authorized by the Customer.

3.4 Other Services: By installing, using or activating the Complementary Products, which are not included in the Services but interact with them, the Customer accepts that the Services will authorize access to Customer Data by the Complementary Products in order to ensure the proper functioning of the interaction of Products and Services. These different Complementary Products are not required for the proper functioning of the Services, and the Customer’s system Administrator can restrict access to them according to the provisions of the Agreement.

3.5 Data Security: FluksAqua undertakes to implement the technical and operational measures set out in its data security policy, which is available at www.fluksaqua.com and to do so in order to protect Customer Data against accidental destruction or loss, alteration, or unauthorized disclosure or access. FluksAqua undertakes to ensure that its employees, partners and sub-contractors respect the security measures within the scope of their respective sphere of activity.

3.6 Security Incident: Should a Security Incident involving Customer Data be brought to FluksAqua’s attention, the latter undertakes to notify the Customer as soon as possible, taking into account the nature and the impact of said Security Incident. FluksAqua shall in good faith make a reasonable commercial effort to remedy, in collaboration with the Customer, any deficiency in its obligations relating to security in accordance with this Agreement.

3.7 Data Operations: During the Period of Validity of the Services, FluksAqua will allow the Customer and End Users to correct, block, export, and delete any personal information included in the Customer Data in accordance with the features of the Services. Any Customer request relating to the protection of personal information must be made at the following address: www.fluksaqua.com/support/

3.8 Transfer of Data outside EU: Within the context of the provision of its Services, FluksAqua may transfer, warehouse, and process Customer Data in the United States or any other country in which FluksAqua or its suppliers provide all or part of the Services.

3.9 Sub-Contractors: FluksAqua may call upon Sub-Contractors in order to provide all or part of its Services. FluksAqua shall be responsible for the execution by Sub-Contractors of their portion of the Services. The Customer accepts that the processing of Customer Data be granted by FluksAqua to the Sub-Contractors, in accordance with the Agreement. FluksAqua undertakes to provide supplementary information about the Suppliers and their geographic location upon written request by the Customer.

4. Customer Obligations

4.1 Administration of Services: The Customer may use the Administration Console to confer on one or several Administrators rights that will allow them to access the Administrator Accounts and administer the User Accounts. The Customer shall be responsible for (a) ensuring and maintaining the confidentiality of the password and the Administrator Accounts, (b) designating which employees have access to the Administrator Accounts, and (c) ensuring that all the activities performed by the Administrator Accounts conform to this Agreement.

4.2 Compliance: The Customer will ensure that they themselves, the Administrators, and the End Users make use of the Services in accordance with the Agreement, including the Terms of Use, and with any applicable legislation. FluksAqua may, by way of its Services, occasionally offer new tools, applications or features, the use of which is potentially subject to the Customer accepting additional terms. Furthermore, FluksAqua will offer the Customer and End Users certain Complementary Products, which will be added to the Services offering and will be subject to FluksAqua’s specific Terms of Use then in effect and described at the URL address that FluksAqua will provide to that end. The Customer may at any time choose to activate or deactivate some or all of the Complementary Products by means of the Administration Console. The Customer accepts to use the APIs in accordance with the API Terms of Use.

4.3 End User Consent: The Customer Administrators may have access to, take notice of, use, or disclose the Customer Data provided to End Users in the User Accounts via the Administration Console and/or the Administration Tools. The Customer undertakes to obtain and retain the End User agreement in order to (a) authorize access to the data, including by Customer Administrators, as well as authorize the monitoring, use and/or disclosure of the data by the Customer and (b) empower FluksAqua to provide the Services in accordance with the Agreement.

4.4 Unauthorized Use: The Customer undertakes to prevent any unauthorized use of or access to Services and to stop any possible misuse. Should the Customer detect unauthorized use or misuse of the Services, they shall be compelled to inform FluksAqua as soon as possible.

4.5 Restriction on Use: Unless otherwise explicitly provided for in this Agreement or upon written authorization by FluksAqua, the Customer shall not commit the following actions and instead make every reasonable effort to prevent such actions by a third party: (a) to sell, resell, or lease the Services to a third party or to make the Services available to a third party for financial gain, (b) to attempt reverse engineering of the Services or their components except within the limits authorized by law, or (c) to attempt to develop a similar or substitute service through the use of or access to the Services. Without limiting FluksAqua’s rights in respect of any of the foregoing violations, any breach of paragraph 4.5 shall be considered a significant breach that excludes any possibility of compensation under paragraph 12.1.

4.6 Third-party Requests: FluksAqua will promptly inform the Customer of the receipt of a Third-party Request and put into place reasonable means by which to provide the client with the information or tools they need to respond to it. The Customer will endeavour first to obtain the information and then to contact FluksAqua, and this only if they are unable to secure such information themselves by reasonable means.

5. Billing and Payment

5.1 Packages: When placing an order for Services, the Customer may choose either a Monthly, Annual, or Multi-Year Package or one of the options offered by FluksAqua on the Order Page and/or contained in specific conditions agreed upon with the Customer. FluksAqua reserves the right to modify the billing options or to eliminate them at any time with a thirty (30)-day written notice to the Customer (including by email). These provisions apply subject to any other condition contained in the specific conditions agreed upon by the Parties.

5.2 Payment: All payments shall be made in the currency indicated on the Order Page and via the payment method selected at the time of the order for Services. FluksAqua may, at its discretion, offer other payment methods to the Customer via the Administration Console. The Customer may change the payment method by choosing the most convenient option available, subject to accepting any additional provisions applicable to the chosen payment method.
Payments shall be made in advance, prior to use of Services. When renewing a Monthly Package, the monthly Price shall be paid in the eight (8) days prior to the beginning of the next month. In the case of an Annual Package, the annual Price shall be paid within thirty (30) days of the anniversary of the start of Services. In the case of a Multi-Year Package, the annual Price will be paid within thirty (30) days of each anniversary of the start of Services.

5.3 Late Payment: In the event of total or partial late payment, FluksAqua may apply interest charges corresponding to the rate applied by the European Central Bank to its most recent refinancing operation plus 10 basis points, this from the due date until the date of the actual payment of the Price. In addition to any late payment penalties, any delayed payment will result in a lump sum indemnity for recovery costs in the amount of forty (40) euros, in accordance with Edict No 2012-1115. FluksAqua may claim an additional sum if it can prove that the recovery costs exceeded the indemnity.

5.4 Suspension for Non-Payment: In the event that the Customer does not pay the Price either (i) in the eight (8) days from the expiry date of the Monthly Package or (ii) the thirty (30) days from the expiry of the Annual or Multi-Year Packages, FluksAqua may automatically suspend Customer use of the Services, and this for as long as the Customer has not paid FluksAqua in full. FluksAqua reserves the right to charge a fee for the reactivation of Services following any suspension.

5.5. Cancellation After Suspension: If the Price is not paid within (i) fifteen (15) days of the expiry date of the Monthly Package or (ii) sixty (60) days of the expiry date of the Annual or Multi-Year Packages, FluksAqua may immediately and lawfully cancel this Agreement by written notification to the Customer (including by email).

5.6 Billing: Invoices will be available on the Administration Console. Should the Customer request it, FluksAqua will add a purchase order number to the invoices on the Console, once it has received such a request. Should the Customer not provide the purchase order number, they effectively renounce any requirement regarding this number and accept to receive invoices without a purchase order number. The Parties agree that no provision of the terms of use and/or the general terms of an order submitted by the Customer apply to this Agreement, nor in anyway modify it, and that any such provision is considered null and void.

5.7 Taxes: The Customer shall pay FluksAqua for Services, including all applicable taxes and with no related discount. Should FluksAqua find itself obliged to collect or pay taxes, these will be billed to the Customer, except where the latter supplies FluksAqua with a valid tax exemption certificate from a competent tax authority.

6. Technical Support Services

Should the Customer be unable to resolve a Services-related problem, they may forward the file to FluksAqua, who will intercede in accordance with the Terms of Use of the Technical Support Services in effect at the time and available at www.fluksaqua.com/fluks/support or at another URL that FLuksAqua has provided for that purpose.

7. Suspension

7.1 Suspension of User Accounts: Should FluksAqua observe that a User Account is being used in breach of this Agreement, it can instruct the Customer to suspend the User Account in question. Should the Customer not accede to FluksAqua’s demand to suspend the User Account, FluksAqua may lawfully proceed to such a suspension.

7.2 Security Problems: Notwithstanding the foregoing, in the event of a Security Problem, FluksAqua reserves the right to suspend the User Accounts in question. This suspension will have the scope and duration necessary to prevent or resolve the Security Problem. Should FluksAqua suspend an End User Account for any reason whatsoever without first notifying the Customer, FluksAqua shall justify its decision to the Customer upon request and as soon as possible.

8. Confidentiality

8.1 The recipient of Confidential Information undertakes not to disclose it, except to the companies within its group, Suppliers, employees, and/or professional consultants who need to have it and who agree in writing to protect its confidentiality (or, in the case of professional consultants, anyone who is otherwise constrained to do so). The recipient must ensure both that these individuals and entities use this Confidential Information solely in the exercise of their rights and in order to fulfill their obligations in accordance with this Agreement and also that they show reasonable diligence in safeguarding the Information. The recipient may also disclose the Confidential Information when the law demands it or upon Third-party Request, provided that the other Party receives sufficient prior notification, if the law permits. The deadline should give the other Party an opportunity to request that the information be treated confidentially, to apply for a protective order, or to seek any other redress or reparation before disclosure. To clarify, this clause should not be interpreted as having the object and/or the effect of prohibiting FluksAqua from using Customer Data as part of the Services it provides.

8.2 Confidential Information: This does not include (b) information of which a recipient had prior knowledge, (b) information disclosed to the public without the recipient being responsible, (c) information that was independently generated by the recipient, or (d) information legitimately provided to the recipient by a third party.

9. Intellectual Property

9.1 Intellectual Property Rights: Unless otherwise expressly stated herein, no right, title or interest in the content nor any intellectual property rights belonging to the other Party or to the latter’s licensors can be transferred to one or either Party. FluksAqua holds all intellectual property rights in respect of the Services and Derived Data. In full consideration of the provisions and conditions of the Agreement, FluksAqua hereby grants the Customer a non-exclusive, non-transferable right to use the Services for the duration of the Agreement and for the whole world. The right to use means the right of the Administrator and End Users to represent and implement the Services as intended, in SaaS (Software as a Service) mode via connection to an electronic communications network.

9.2 Use of Distinguishing Marks: Unless otherwise expressly stated herein, none of the Parties shall use the Distinguishing Marks of the other Party without the prior written consent of the latter. FluksAqua shall publish the Distinguishing Marks of a Customer only if the latter has so authorized it and only in the field designated in the Services Pages. The Customer will be deemed to have granted such permission when it imports its Distinguishing Marks into the Services.

9.3 Promotion: The Customer agrees to allow their name and Distinguishing Marks to be included in FluksAqua’s list of Customers, on the Internet, and in promotional materials. As the recipient of the FluksAqua Products and Services governed by this Agreement, the Customer also authorizes FluksAqua to verbally mention their name.

10. Representations and Warranties

10.1 Warranties: Each Party warrants to the other that it will apply the reasonable skills and diligence required to satisfy its respective obligations in accordance with this Agreement.

10.2 Disclaimer: No warranty is applicable to the Services or any product or service provided by FluksAqua in respect of this Agreement other than those expressly set out herein and within the limits of what is allowed by law.

11. Period of Validity

11.1 Period of Validity of the Agreement: The Agreement shall remain in effect until the end of the last Period of Validity of the Services, unless it is terminated before such date and in accordance with the terms herein.

11.2 Period of Validity of the Services: FluksAqua undertakes to provide the Services to the Customer for the duration of each Period of Validity for the corresponding Services. In the absence of any written agreement by the Parties to the contrary, the User Accounts purchased during the Period of Validity of the Services shall be in effect until the last day of said period.

11.3 Review of Rates: FluksAqua may revise its rates for any Renewal Period upon written notice to the Customer (including by email) at least thirty (30) days before the start of that Renewal Period.

11.4 Renewal: An order for Services is automatically and tacitly renewed for the Renewal Period corresponding to the particular package, unless the Customer notifies FluksAqua by registered letter and obtains an acknowledgment of receipt (i) eight (8) days before the start of the Renewal Period in the case of a Monthly Package or (ii) thirty (30) days before the start of the next Renewal Period for an Annual Package. As an exception to the foregoing, the Services ordered as part of a Multi-year Package can only be renewed by express agreement of the Parties.

11.5 User Accounts: The Customer may change the number of User Accounts to be renewed by informing FluksAqua of the desired number of accounts through the Administration Console, provided that this number is not less than the minimum number of User Accounts indicated at www.fluksaqua.com. The Customer shall continue to pay to FluksAqua the User Account rates then in effect and corresponding to the chosen package, unless by mutual agreement with FluksAqua.

11.6 Non-Renewal by FluksAqua: If FluksAqua does not wish to renew all or part of the Services, it undertakes to inform the Customer via written notice (including by email) at least thirty (30) days before the end of the Period of Validity of the Services in progress. This notice of non-renewal becomes effective at the expiration of the current Period of Validity of the Services, and the Agreement automatically terminates for the Services in question.

12. Termination

12.1 Termination for Default: Either Party may legally terminate the Agreement or any portion of the Services with immediate effect if the other Party (i) substantially violates this Agreement and does so beyond repair or (ii) materially violates this Agreement with the possibility of repair and does not correct the breach within thirty (30) days of receipt of written notice of the breach in question.

12.2 Consequences of Termination: Upon termination or expiration of the Agreement, (i) FluksAqua will remove access to the Services by the Customer, Administrators and End Users; (ii) FluksAqua will allow the Customer to access Customer Data for a commercially reasonable period of time and to export it at the rates in effect for the Services in question; and (iii) after a commercially reasonable period, Customer Data will no longer be accessible to the Customer, and FluksAqua will remove the associated pointers on its active and replication servers.

13. Compensation

13.1 Should the Customer receive a claim from a third party alleging either that technology used to provide the Services and belonging to FluksAqua or any company in the FluksAqua Group or that a FluksAqua trademark violates the copyright of a third party (“Claim Against FluksAqua “), the Customer shall (a) promptly notify FluksAqua, (b) make all reasonable efforts to provide FluksAqua with the information, assistance and cooperation necessary for the processing of the claim and, where applicable, to its defense, and (c) grant FluksAqua all control and authority over the defense and settlement of such claim. The Customer may appoint coordinating counsel of their choosing and at their own expense.

13.2 Insofar as the Customer complies with the provisions of paragraph 13.1 and in accordance with clause 13.3, FluksAqua shall assume full control and sole authority over the defense and settlement of such an intellectual property claim and repay the Customer’s share of any damages attributed to them by a final court decision. This compensation also includes, within reasonable limits, litigation expenses that FluksAqua approved in advance in writing as well as any court costs incurred by the Customer in connection with such a claim.
13.3 Pursuant to Article 13 herein, FluksAqua shall not be held liable for any claim against it arising from (a) the use of the Services or Distinguishing Marks of FluksAqua contrary to the provisions of this Agreement, in modified form or in association with Third-party Products and/or (b) information, data or content provided by the Customer, End Users or other third parties.

13.4 FluksAqua may, at its discretion, decide to suspend the Customer’s use of any of the Services if it suspects or believes that such use leads to a violation of the intellectual property rights of a third party, or it may modify these Services so they no longer cause such a violation. If the latter option is not commercially reasonable, FluksAqua may suspend or terminate the Customer’s use of the Services in question. If a suspension applied in the context of this paragraph extends beyond thirty (30) days, the Customer may, at any time and as long as the Services in question are not restored, immediately terminate this Agreement in writing. If Services are terminated in accordance with this paragraph (13.4), FluksAqua will provide a prorated refund of the Price that the Customer actually paid for the period following termination of Services.

13.5 Should FluksAqua receive a claim from a third party alleging that the Customer Data infringes the intellectual property rights of said third party (“Claim Against the Customer”), FluksAqua shall (a) promptly inform the Customer, (b) provide the Customer with information, assistance and reasonable cooperation in order to address the claim and, if necessary, defend themselves against it; and (c) give the Customer full control and sole authority over their defense and settlement in respect of said claim. FluksAqua may appoint coordinating counsel of its choice, at its own expense.

13.6 Insofar as FluksAqua complies with the provisions of paragraph 13.5, the Customer shall assume full control and sole authority over the defense and settlement of such Claim Against the Customer and to reimburse FluksAqua the amount of the damages charged to it by a final court decision. This compensation also includes, within reasonable limits, the litigation costs that the Customer had previously approved in writing and any court costs incurred by FluksAqua in respect of said claim.

13.7 Article 13 herein states the entire liability and is the sole and exclusive remedy of the Parties in the case of infringement of intellectual property rights of third parties.

14. Liability

14.1 Nothing in this Agreement shall exclude or limit the liability of either Party in the following cases: (a) death or personal injury and (b) gross negligence or fraud.

14.2 Unless otherwise expressly stated herein, no provision of this Agreement shall exclude or limit the liability of either Party under Article 13 (Compensation).

14.3 Subject to the provisions of paragraphs 14.1 and 14.2, neither Party shall be held liable according to the terms of this Agreement for future losses suffered or incurred by the other Party (whether or not the Parties could have foreseen such losses as of the date at which the Agreement came into effect); that is to say, (a) any loss of actual or anticipated profits, including loss of profits on contracts, (b) loss of anticipated savings, (c) loss of business opportunities, (d) damage to reputation or loss of customers, or (e) indirect damage.

14.4 The Customer acknowledges that FluksAqua cannot verify the truthfulness, accuracy, and/or completeness of the data and indicators produced by the Services. Use of the Services and any decision taken on the basis of data and/or information generated by the Services will be the sole responsibility of the Customer.

14.5 Subject to paragraphs 14.1 to 14.5, the liability of the Parties to this Agreement, in respect of any damage or cause, shall be limited to the total amount paid by the Customer during the twelve months preceding the initiating event.

15. Miscellaneous

15.1 Notifications: Unless otherwise indicated in this Agreement, all notifications shall be addressed to the head office of the Party in question.

15.2 Assignment: Neither Party shall assign their rights or obligations, in whole or in part, in respect of this Agreement without the prior written agreement of the other Party. Notwithstanding the foregoing, FluksAqua may freely assign its obligations, in whole or in part, in respect of this Agreement to a third party within the context of a merger, consolidation, spin-off or equivalent undertaking and/or restructuring.

15.3 Force majeure: Neither Party shall be held responsible for failure or delay in the performance of an obligation under this Agreement if the failure or delay is caused by a force majeure event, as is commonly recognized by French courts and tribunals.

15.4 Suspension necessary for compliance with applicable law: FluksAqua may, at its discretion and at any time, suspend or modify the Services offering in order to comply with applicable law. If a suspension applied in the context of this paragraph extends beyond thirty (30) days, the Customer may, at any time and as long as the services concerned are not restored, immediately terminate this Agreement in writing. If the Agreement is terminated in accordance with paragraph 15.4, FluksAqua will provide a prorated refund of the Price that the Customer actually paid for the period following termination of Services.

15.5 No Waiver: Neither the failure to exercise nor the delay in exercising a right or remedy in accordance with this Agreement shall constitute a waiver of that right or remedy (or any other right or remedy).

15.6 Severability: Should any provision, whether in whole or in part, be declared invalid, illegal or unenforceable, all other provisions as well as the remaining portion, if any, of the provision in question and the Agreement itself shall continue to remain in force.

15.7 Relationship: Unless expressly stated herein, no clause in this Agreement shall create any agency, partnership, or joint venture of any kind between the Parties.

15.8 Amendment: Any amendment to this Agreement must be made in writing, declare specifically that it modifies these provisions, and be duly signed by the Parties.

15.9 Entire Agreement: This Agreement establishes all the conditions agreed upon by the Parties regarding its subject matter and supersedes all previous agreements between the Parties. In case of conflict between these Terms and Conditions and any specific conditions signed by the Parties, where applicable, the special conditions shall prevail. At the conclusion of this Agreement, neither Party has relied on any statement, representation or warranty not expressly stated in this Agreement.

16. Jurisdiction

This Agreement is governed and construed in accordance with French law. Any dispute concerning its interpretation and/or its performance shall be brought before the Courts of Paris.