These Online Terms and Conditions (the "Online Terms") set forth the terms and conditions under which Bridge App, incorporated in France ("Bridge App"), may make available its Offerings (as defined below), including its websites and online services provided through such websites, including: (a) the Bridge App website located at: https://trybridgeapp.com and related website software (collectively, the "Bridge App Platform"); (b) any mobile application developed through your use of the Bridge App Platform, or through Bridge App’s use of the Bridge App Platform on your behalf (each such application, a "Bridge App Application"); (c) related iOS and Android mobile application source code made available through: (i) the Bridge App Platform; (ii) online source code repositories; or (iii) any other permitted means of distribution and receipt; and (d) any modifications thereto (all such source code, "Bridge App Source Code" and collectively with the Bridge App Applications and Bridge App Platform, the "Bridge App Solution"). For greater certainty, any reference to the Bridge App Solution in these Online Terms means the Bridge App Solution in whole or in part.

These Online Terms form an agreement between Bridge App and the person visiting, browsing, accessing, downloading, installing or otherwise using (the terms "use" and "using" will refer to any of the foregoing) the Bridge App Solution (such person, "you" or "App Manager") and are entered into the earlier of: (1) the date you first use any part of the Bridge App Solution; and (2) the date the you agree to be bound by these Online Terms (the "Effective Date"). You acknowledge and agree that your use of the Offerings may be subject to other agreements that Bridge App has with you or your organization, as described herein, and that these Online Terms may not apply.

BY USING THE BRIDGE APP SOLUTION, YOU ACKNOWLEDGE THAT YOU HAVE READ, ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH THESE ONLINE TERMS, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 3 (CHANGES). IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THESE ONLINE TERMS, YOU WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE BRIDGE APP SOLUTION.

YOU REPRESENT AND WARRANT TO BRIDGE APP THAT: (A) YOU HAVE THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT; AND (B) ALL INFORMATION YOU SUPPLY TO BRIDGE APP IN CONNECTION WITH THESE ONLINE TERMS IS TRUE, ACCURATE, CURRENT AND COMPLETE.

IF YOU ARE USING THE BRIDGE APP SOLUTION ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE ONLINE TERMS, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 3 (CHANGES).

1. Offerings.

1.1 Offerings. Any products or services made available by Bridge App under these Online Terms, including, but not limited to, the Bridge App Solution, any configuration or app store publishing services, and any support and maintenance services are, collectively, the “Offerings”. For greater clarity, the Offerings made available under these Online Terms will be made available to App Manager only. No access or use of the Offerings by affiliates of App Manager will be permitted unless covered by a separate agreement entered into between Bridge App and the applicable App Manager affiliate.

1.2 Out-of-Scope Services. Any services, features or functionalities not described in these Online Terms are out-of-scope. App Manager and Bridge App may agree to enter into an agreement that covers a broader range of services (an “Enterprise Agreement”), which may include other support and maintenance offerings, advisory services, custom development services, other additional services, or additional licenses, features or functionalities for applications identified in such agreement. For clarity, any such Enterprise Agreement will govern your development and use of any Bridge App Applications identified therein (“Enterprise Applications”) and your use of the Bridge App Platform, and any other products or services provided by Bridge App pursuant to such Enterprise Agreement, in connection with the development and use of such Enterprise Applications. All other use of the Offerings, including any Bridge App Applications that are not Enterprise Applications and use of the Bridge App Platform to create such Bridge App Applications, will be governed by these Online Terms.

1.3 Proprietary Rights. The Offerings contain proprietary and trade secret information of Bridge App. Except for the limited rights or licenses that Bridge App grants to you under these Online Terms, Bridge App retains all right, title and interest, including intellectual property rights, in and to the Offerings. Except as expressly permitted herein, you may not disclose any Bridge App Source Code to the public or to any third party, including to your third party end users.

2. The Bridge App Solution.

2.1 Access to the Bridge App Platform. Subject to the terms and conditions of these Online Terms, for each Bridge App Application, or version thereof, created under these Online Terms, Bridge App will make a private management link available to you through which you and your Permitted Users (as defined below) may access the Bridge App Platform to: (a) configure and build the applicable Bridge App Application; and (b) download the Bridge App Source Code and iOS and Android app binary files, such as .IPA or .APK packages that do not contain Bridge App Source Code, (“App Binary Files”) for such Bridge App Application. You are solely responsible for controlling access to the Bridge App Application under the terms and conditions of these Online Terms.

2.2 Free License Grant. For each Bridge App Application, Bridge App hereby grants you a worldwide, revocable, non-assignable, non-transferable, non-exclusive right and license (each, a “Free License”) to:

(a) access and publish (to the Apple App Store and Google Play Store) the Bridge App Source Code and App Binary Files for such Bridge App Application in accordance with these Online Terms;

(b) sublicense the access and use rights set out in subsection 2.2(a) to Permitted Users (as defined below); and

(c) access, modify and use the Bridge App Source Code and Bridge App Applications for internal evaluation and testing purposes.

2.3 Permitted Users. App Manager may permit certain individuals (“Permitted Users”) to access and use: (a) the Bridge App Platform during the Term via the private management link referenced in Section 2.1 (Access to the Bridge App Platform); and (b) the Bridge App Source Code in accordance with Section 2.2 (Bridge App Free License Grant). App Manager will be responsible for all such access and use by Permitted Users and will ensure that all Permitted Users comply with App Manager’s obligations set forth in these Online Terms, including App Manager’s obligations of confidentiality set out in Section 8 (Confidentiality) and the use restrictions set out in Section 2.6 (Prohibited Uses).

2.4 Professional Licenses.

(a) In the event that you elect to purchase a license from Bridge App for a Bridge App Application granting you the right to access, modify, publish and use the Bridge App Source Code and App Binary Files for such Bridge App Application (a “Professional License”), Bridge App will issue a copy of the Professional License substantially in the form set out at: [Link to Professional License] for the applicable Bridge App Application, or version thereof, to you for your records. Each Professional License: (i) when issued, forms part of and is incorporated by reference into these Online Terms; and (ii) is issued for a single Bridge App Application, or version thereof, published as iOS or Android mobile applications.

(b) In the event that you elect to add certain basic features, functionalities or services to a Bridge App Application, or version thereof, for which you are purchasing or have purchased a Professional License (a “Licensed Application”) without entering into an Enterprise Agreement, the copy of the applicable Professional License issued to you may list the capabilities, functionalities, services or other add-ons purchased for such Licensed Application, which may include push notification providers and native plugin modules, that are included in or permitted to be used with the Licensed Application.

2.5 License Conditions. The licenses granted to you in these Online Terms, including each Free License and any Professional Licenses, are subject to the terms and conditions of these Online Terms and your compliance therewith, including compliance with any payment obligations for such license and the following conditions: (a) Bridge App retains all rights to, ownership of and interest in the Bridge App Solution, including the Bridge App Source Code. (b) except as set out in 2.2(b), you may not disclose or sublicense the right to access or use Bridge App Source Code to any third party; (c) except as expressly permitted in these Online Terms you may not modify Bridge App Source Code or App Binary Files; and (d) where Bridge App has the right to revoke a license under these Online Terms, Bridge App may exercise such right with respect to a single license (e.g., a single Professional License) or with respect to all licenses granted to you under these Online Terms, at its sole discretion.

2.6 Prohibited Uses.

(a) You will not, and you will not permit any Permitted User to, use the Bridge App Solution for any purpose beyond the scope expressly set out in these Online Terms.

(b) Except as expressly permitted in these Online Terms, including in this Section 2 (The Bridge App Solution) and any Professional License, you will have no right and will not: (i) copy the Bridge App Solution (other than as necessary to access and use the Bridge App Solution in accordance with these Online Terms); (ii) disassemble, reverse engineer, modify, translate, alter or decompile all or any portion of the Bridge App Solution or otherwise discern the source code of the Bridge App Solution; (iii) bypass or alter in any way Bridge App’s license compliance mechanisms; (iv) adapt, modify, translate, or create derivative works of the Bridge App Solution; (v) distribute, copy, rent, lease, sublicense, assign, transmit, sell or otherwise transfer the Bridge App Solution; (vi) use the Bridge App Solution to create, collect, transmit, store, use, or process any data that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); or (vii) authorize or assist any third party to do any of the foregoing.

(c) Any capabilities, functionalities, features, support, updates, services or other add-ons purchased for a Licensed Application may only be enabled in or used in connection with such Licensed Application, and may not be enabled or used in any other Bridge App Application for which you have not purchased such capabilities, functionalities, features, support, updates, services or other add-ons.

2.7 Development, Configuration or Customization of Licensed Applications by Bridge App. In the event that you elect to purchase full-service app development services, custom development services, or other configuration or customization services for a Licensed Application then, subject to your compliance with these Online Terms, Bridge App will use the existing features and functionality of, or extend the features and functionality of, the Bridge App Solution to provide a Licensed Application that meets your requirements. You are solely responsible for ensuring that Bridge App is provided all such requirements that must be met by the Licensed Application. If, after Bridge App's commencement of services, your requirements change any proposed new requirements must be provided to Bridge App in writing. Bridge App, it its sole discretion, may elect to either: (a) deliver the services in accordance with the original requirements; or (b) deliver the services in accordance with the new requirements. Services under this section are to be delivered within one hundred eighty (180) days of purchase unless otherwise specified by Bridge App in writing. Additional fees will apply to complete the delivery of any services beyond the one hundred eighty (180) days, or you will forfeit any purchased services without refund. Once the Licensed Application has been delivered, you: (a) are solely responsible for ensuring that all content and functionality of the applicable Licensed Application is satisfactory; and (b) must provide confirmation of such satisfactory content and functionality to Bridge App in response to any request for such confirmation or final approval from Bridge App (which confirmation may be made via email).

2.8 Publishing of Licensed Applications by Bridge App. In the event that you elect to purchase publishing services for a Licensed Application, then, subject to your compliance with these Online Terms, Bridge App will publish a Licensed Application in the Apple App Store or the Google Play Store. In order to have a Licensed Application published, you will: (a) open and maintain Apple developer and Google Play developer accounts, as applicable; and (b) provide Bridge App with developer account access to enable Bridge App to complete any required publishing tasks, as may be determined by either party, acting reasonably. If the Licensed Application to be published includes any ability for users to log in, you will create and provide a sample username and password for Bridge App and app store reviewers to utilize for review. You are solely responsible for: (i) ensuring that all content and functionality of the Licensed Application is satisfactory; and (ii) providing confirmation of such satisfactory content and functionality to Bridge App in response to any request for such confirmation or final approval from Bridge App (which confirmation may be made via email), in each case prior to Bridge App submitting the iOS and Android mobile applications to the Apple App Store and Google Play Store for publishing approval. The services provided under this section must be fully utilized within ninety (90) days of purchase. In the event of a delay due to circumstances beyond the direct control of Bridge App, additional fees will apply to complete the delivery of any services beyond the ninety (90) days, or you will forfeit any purchased services without refund.

2.9 Support and Maintenance.

(a) In the event that you elect to add a plan for support and maintenance services to a Licensed Application (each, a “Support and Maintenance Plan”) without entering into an Enterprise Agreement that covers such support and maintenance services, such Support and Maintenance Plan will be subject to the support and maintenance terms set out at: [Link to Support and Maintenance Terms] (the “Support and Maintenance Terms”). The Support and Maintenance Terms form part of and are incorporated by reference into these Online Terms.

(b) If you do purchase support for a Licensed Application, then, subject to your compliance with these Online Terms, Bridge App may, at its discretion, make available updates, upgrades and bug-fixes (“Updates”) for the Licensed Application that may (i) provide improved or new functionality; (ii) improve compatibility and performance of the Licenced Application on iOS and Android devices; or (iii) incorporate new software provided by a third party vendor. Your rights to access and use any Updates commence upon adding a Support and Maintenance Plan and cease upon cancellation of the Support and Maintenance Plan .

2.10 App Manager Data License Grant. You hereby grant to Bridge App a perpetual, worldwide, non-exclusive, royalty-free, fully-paid up right and license to copy, access, store and use data, information, pictures, videos, audio or other materials or content provided or made available by you to Bridge App in connection with the Offerings or these Online Terms, including but not limited to any app configuration data, branding assets, app demo content or application binary files related to a Bridge App Application and any account, billing or payment data related to your subscriptions, license purchases or other Offering purchases (collectively, “App Manager Data”) in order to: (a) provide and improve the Offerings, including, without limitation, the configuration assistance described in Section 2.7 (Configuration of Bridge App Applications by Bridge App), the publishing assistance described in Section 2.8 (Publishing of Bridge App Applications by Bridge App) and any support and maintenance services provided in accordance with the Support and Maintenance Terms; and (b) to validate and enforce your compliance with any applicable licenses under these Online Terms. You acknowledge and agree that Bridge App may receive, access and use certain information about use of the Bridge App Applications (such as IP addresses of Bridge App Application users) for the purpose of validating and enforcing licenses related to such Bridge App Applications.

2.11 Personal Information. You agree (on your behalf and on behalf of each Permitted User) to Bridge App’s access, use, collection, and storage of App Manager Data that contains information about identifiable individuals, including any Permitted User, for the purposes authorized under these Online Terms, including the purposes described in Section 2.9 (App Manager Data License Grant). You acknowledge and agree that such information will be treated in accordance with Bridge App’s privacy policy located at [Link to Privacy Policy] (the “Privacy Policy”). In the event of any conflict between the terms of these Online Terms and the Privacy Policy, the terms of these Online Terms will control, provided, however, that the terms and conditions of the Privacy Policy will prevail over these Online Terms to the extent that the Privacy Policy expressly refers to the provisions of these Online Terms over which it prevails.

2.12 Third Party Products and Services. You acknowledge and agree that certain aspects of the Bridge App Solution may integrate or interoperate with third party products or services, and that Bridge App’s ability to continue offering those aspects of the Bridge App Solution is dependent upon the continuing availability of such products and services and any intellectual property related thereto. If a third party ceases to make available any such products, services or intellectual property rights on which any aspect of the Bridge App Solution depends, then Bridge App may alter, substitute or cease providing such features or functionality without prior notice to you.

2.13 Communications Not Confidential. Bridge App cannot guarantee confidentiality of any communications made through the Bridge App Solution or the security of information communicated over the internet, public networks or otherwise transmitted to the Bridge App Solution. Bridge App is not responsible for circumvention of any privacy settings or security measures contained in the Bridge App Solution.

3. Changes.

3.1 Changes to These Online Terms. Bridge App reserves the right, in its sole discretion, to change these Online Terms, other than the terms of any Professional License, at any time by posting a new version to the Bridge App Platform. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Bridge App Solution. It is your obligation to monitor the Bridge App Platform for any such changes. Your continued access to or use of the Bridge App Solution after any changes to these Online Terms indicates your acceptance of such changes. It is your responsibility to review these Online Terms regularly in order to be aware of any such modifications.

3.2 Changes to the Bridge App Solution. Bridge App reserves the right to change, withdraw or terminate the Bridge App Solution at any time, without notice. Bridge App will not be liable if, for any reason, the Bridge App Solution is unavailable at any time or for any period.

4. Payment.

4.1 Fees. You agree that the rights granted under these Online Terms, including use of the Bridge App Applications and access to the Offerings, are conditional on your payment of all required fees: (a) as specified on the Bridge App Platform, including all applicable license prices, services prices, and support and maintenance subscription rates set out in Bridge App’s price listing made available at: [Link to Pricing Page] as updated from time to time; or (b) as mutually agreed between you and Bridge App in writing, as applicable (the “Fees”). In consideration for the rights granted to you and the performance of Bridge App’s obligations under these Online Terms, you will pay Bridge App the Fees in accordance with the payment terms set out herein.

4.2 Payment. Unless otherwise expressly stipulated on an invoice or the Support and Maintenance Terms, all Fees are due prior to issuance of a license or commencement of a service by Bridge App. Your payment is not subject to any setoff claims or rights of offset of any kind.

4.3 Taxes. Unless specified otherwise in the applicable invoice, the Fees set out in these Online Terms do not include applicable federal, state, provincial, territorial, county, municipal, local or foreign taxes, charges, levies, imposts and other assessments, including all income, sales, use, GST/HST, QST, services, value added, capital, capital gains, alternative, net worth, transfer, profits, withholding, payroll, employer health, excise, franchise, real property and personal property taxes or any other taxes, customs duties, fees, assessments, royalties, duties, deductions, compulsory loans or similar charges in the nature of a tax (collectively “Taxes”). You will be responsible for and pay all applicable Taxes. Notwithstanding anything to the contrary in these Online Terms, if any amounts (including any Taxes) are required to be withheld by you from any amount otherwise payable by you to or for the benefit of Bridge App under these Online Terms, you will:

(a) pay an additional amount such that the net amount actually received by Bridge App will, after all such withholdings (including any withholdings to be made in respect of any additional amount payable pursuant to this sentence), equal the full amount of the payment then due;

(b) pay, or cause to be paid, to the relevant taxation authority the full amount of such withholdings (including the full amount of any withholdings in respect of any additional payment required to be paid pursuant to this sentence) in accordance with applicable law; and

(c) furnish Bridge App as soon as practicable (and, in any event, within thirty (30) days) with an official receipt (or a certified copy thereof) or such other documentation as is reasonably acceptable to Bridge App evidencing payment of such withholdings to the relevant taxation authority.

If App Manager is a tax-exempt entity or claims exemption from any Taxes hereunder, App Manager may provide a certificate of exemption upon agreement to these Online Terms and, after receipt of valid evidence of exemption, Bridge App will not charge App Manager any Taxes from which App Manager is exempt.

5. Warranties; Disclaimer; Indemnity.

5.1 Mutual Representations and Warranties. Each party represents, warrants, and covenants that: (a) it has full power and all necessary rights to enter into these Online Terms; and (b) it will carry out its obligations under these Online Terms in compliance with applicable laws.

5.2 Bridge App Representation and Warranty. Bridge App represents and warrants to and covenants with you that Bridge App will not host, record, store or retain information that identifies third party end users of the Licensed Applications.

5.3 App Manager Representation and Warranty. App Manager represents and warrants to and covenants with Bridge App that: (a) App Manager Data will not contain information about an identifiable third party end user of the Licensed Applications; and (b) to the extent that App Manager Data contains any information about an identifiable individual, including any Permitted User, App Manager has provided all notices and disclosures, obtained all applicable third party consents and permissions and otherwise has all authority, in each case as required by applicable laws, to enable Bridge App to use such App Manager Data in accordance with these Online Terms.

5.4 DISCLAIMER. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE ONLINE TERMS, BRIDGE APP DOES NOT REPRESENT OR WARRANT THAT THE BRIDGE APP SOLUTION WILL BE UNINTERRUPTED, FREE OF ERRORS OR DEFECTS OR THAT ALL ERRORS AND DEFECTS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY REPRESENTATION OR WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE OFFERINGS. EXCEPT AS SPECIFICALLY PROVIDED IN THESE ONLINE TERMS, THE BRIDGE APP SOLUTION IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BRIDGE APP HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL, OR STATUTORY WARRANTIES, REPRESENTATIONS, AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. APP MANAGER ACKNOWLEDGES AND AGREES THAT APP MANAGER WILL BE SOLEY RESPONSIBLE FOR ENSURING THAT THE BRIDGE APP SOLUTION IS SUFFICIENT FOR APP MANAGER’S NEEDS.

5.5 Indemnity. App Manager will defend, indemnify, and hold harmless Bridge App and its respective employees, officers, directors, and representatives from and against any claim, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to any third party claim concerning:

(a) App Manager Data, including any claim that any App Manager Data, or any part thereof, infringes or misappropriates the rights of any third party, including intellectual property rights;

(b) use of the Offerings, including each Bridge App Application, by App Manager, Permitted Users or App Manager’s third party end users except as expressly authorized under these Online Terms;

(c) App Manager’s violation of applicable law or the rights of a third party, including any intellectual property or privacy rights; or

(d) App Manager’s breach of these Online Terms.

5.6 Indemnity Process. App Manager will fully cooperate with Bridge App in the defence of any claim defended by App Manager pursuant to its indemnification obligations under these Online Terms and will not settle any such claim without the prior written consent of Bridge App. Bridge App reserves the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by App Manager, in which event App Manager will fully cooperate with Bridge App in asserting any available defences.

6. Limitation of Liability.

6.1 AMOUNT. EXCEPT FOR A BREACH OF APP MANAGER’S CONFIDENTIALITY OR INDEMNITY OBLIGATIONS UNDER THESE ONLINE TERMS, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER IN CONNECTION WITH OR UNDER THESE ONLINE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY APP MANAGER IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE ONLINE TERMS WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL BRIDGE APP’S LICENSORS OR THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THESE ONLINE TERMS.

6.2 TYPE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL BRIDGE APP BE LIABLE TO APP MANAGER FOR: (A) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (B) LOST SAVINGS, PROFIT, DATA, USE, OR GOODWILL; (C) BUSINESS INTERRUPTIONS; (D) APP MANAGER’S USE OF THE BRIDGE APP SOLUTION; (E) COSTS FOR THE PROCUREMENT OF A SUBSTITUTE PRODUCT OR SERVICE; (F) PERSONAL INJURY OR DEATH; OR (G) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THESE ONLINE TERMS, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.

7. Confidentiality.

7.1 Definitions. For the purposes of these Online Terms, a party receiving Confidential Information (as defined below) will be the “Recipient”, the party disclosing such information will be the “Discloser”, and “Confidential Information” means information marked or otherwise identified in writing by a party as proprietary or confidential, or information that, under the circumstances surrounding the disclosure, a reasonable person should recognize as being confidential, and where Discloser is Bridge App includes: (a) source code, including any Bridge App Source Code; (b) any Offering documentation, demo or evaluation application, or project proposals; and (c) the terms and conditions of these Online Terms, including pricing and the Fees payable by App Manager for the Offerings; provided that Discloser’s Confidential Information does not include, except with respect to information about an identifiable individual: (i) information already known or independently developed by Recipient without access to Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations.

7.2 Confidentiality Covenants. Recipient hereby agrees that during the Term and at all times thereafter it will not: (a) disclose Confidential Information of the Discloser to any person, except to its own personnel having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than these Online Terms, and to such other recipients as the Discloser may approve in writing; (b) use Confidential Information of the Discloser except to exercise its rights or perform its obligations under these Online Terms; or (c) remove, obscure or otherwise alter any proprietary notices, legends or labels, including brand, copyright, trademark and patent or patent pending notices, from any Confidential Information of the Discloser any proprietary legend. Each party will take reasonable precautions to safeguard the other party’s Confidential Information. Those precautions will be at least as stringent as the precautions that the Recipient takes to protect its own Confidential Information of a similar type.

7.3 Exceptions to Confidentiality. Notwithstanding Section 8.2 (Confidentiality Covenants), Recipient may disclose Discloser’s Confidential Information: (a) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (b) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the party’s business; or (c) in the case of Bridge App, to potential assignees, acquirers or successors of Bridge App if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of Bridge App. Notwithstanding the foregoing, App Manager may not disclose Bridge App’s source code, including any Bridge App Source Code, to any third party without Bridge App’s prior written consent.

8. Term and Termination.

8.1 Term. These Online Terms are effective as of the Effective Date and will remain in effect until terminated by either party in accordance with the provisions of these Online Terms (the “Term”).

8.2 Termination.

(a) Either party may terminate these Online Terms for any reason upon giving sixty (60) days’ prior written notice of termination to the other party.

(b) Either party may terminate these Online Terms by giving to the other party written notice of termination upon the occurrence of any of the following events: (i) the other party breaches any material provision of these Online Terms, and either the breach cannot be cured or, if the breach can be cured, it is not cured by the breaching party within thirty (30) days after the breaching party’s receipt of written notice of such breach; (ii) the other party makes any assignment for the benefit of creditors or is unable to pay its debts as they mature in the ordinary course of business; or (iii) any proceedings are instituted by or against the other party under any insolvency laws or for reorganization, receivership or dissolution.

(c) Bridge App may terminate these Online Terms by giving you written notice of termination if you breach your payment obligations under Section 5 (Fees) and fail to cure such breach or default within thirty (30) days of receipt of written notice thereof.

(d) You may terminate these Online Terms by giving Bridge App written notice of termination if Bridge App: (i) fails to perform its obligations under these Online Terms due to a Force Majeure Event (as defined below) that continues for a period exceeding thirty (30) days; or (ii) materially alters or ceases to provide the Bridge App Solution and fails to address your reasonable concerns related to such alteration or cessation within thirty (30) days of receiving notice of such concerns.

8.3 Effect of Termination.

(a) In the event that: (i) Bridge App terminates these Online Terms in accordance with subsection 8.2(a); or (ii) App Manager terminates these Online Terms in accordance with subsection 8.2(b)(i), there will be no refund for these Online Terms. Any other termination will be without refund, credit or other compensation from Bridge App.

(b) Upon expiration or termination of these Online Terms: (i) App Manager must immediately cease any and all use of the Bridge App Platform; (ii) within thirty (30) days of expiration or termination, each party will destroy or deliver to the other party all copies of the other party’s Confidential Information; and (iii) Bridge App will have no further obligation to support, maintain, provide or make available the Offerings, or any portion thereof, to App Manager.

(c) Expiration or termination of these Online Terms will not limit either party from pursuing any other remedies available to it, including injunctive relief, nor will any such expiration or termination relieve App Manager of its obligation to pay all amounts and Fees that have accrued or are otherwise owed by App Manager under these Online Terms up to the effective date of termination. Subject to App Manager’s compliance with the foregoing payment obligations and the terms of these Online Terms that survive expiration or termination of these Online Terms pursuant to Section 9.4 (Survival), App Manager may continue to access and use the Bridge App Applications following termination of these Online Terms.

8.4 Survival. Upon any termination or expiration of these Online Terms, provisions contained in these Online Terms that by their nature and context are intended to survive completion of performance, expiration, termination, or cancellation of these Online Terms, including Sections 1.3 (Proprietary Rights), 2.2 (Bridge App Free License Grant); 2.3 (Permitted Users); 2.4 (Bridge App Professional Licenses); 2.5 (License Conditions); 2.6 (Prohibited Uses); 4 (Payment), 5 (Warranties; Disclaimer; Indemnity), 6 (Limitation of Liability), 7 (Confidentiality), 8.3 (Effect of Termination), 8.4 (Survival), and 9 (General).

9. General.

9.1 Notice.

(a) All notices required by or relating to these Online Terms must be in writing and will be effective when delivered in person or by email, one day after being sent by overnight courier, or five days after being sent by registered mail or by an internationally recognized express mail carrier (postage prepaid, return receipt requested).

(b) Notices to Bridge App will be sent:

(i) to the following email address:‍

[Email Address]; and

(ii) to the following address:

[Physical Address].

(c) Bridge App may change its contact information by posting the new contact information on the Bridge App Platform or by giving notice thereof to App Manager in accordance with this Section.

(d) Notices to App Manager will be sent to the current postal or email address that Bridge App has on file with respect to the App Manager. App Manager is solely responsible for keeping its contact information on file with Bridge App current at all times during the Term.

9.2 Publicity. Bridge App may use App Manager’s name, trademarks, logos, and public app store listing details for press releases, case studies, and other purposes in connection with identifying App Manager as a customer of Bridge App or a user of Bridge App’s Offerings. App Manager agrees that Bridge App may refer to App Manager as a user or customer of Bridge App: (a) in announcements, press or marketing releases, publications, presentations, case studies and other public statements; and (b) on the Bridge App Platform and other online channels (collectively, “Publicity”). Bridge App may disclose any testimonials received from App Manager in any such Publicity. App Manager grants Bridge App a limited, perpetual, fully paid-up, irrevocable, non-exclusive, non-transferable, and non-sublicensable license to use its logo and trademarks in connection with any Publicity.

9.3 Assignment. These Online Terms are binding upon and for the benefit of the parties, their permitted successors and permitted assigns. App Manager may not transfer, sublicense or otherwise assign these Online Terms or any of its rights or obligations under these Online Terms, by operation of law or otherwise, without Bridge App’s prior written consent, which consent will not be unreasonably withheld. Any attempted transfer, sublicense or assignment by App Manager in violation of this Section will be null and void. Bridge App may assign, transfer, or delegate these Online Terms and any or all of its rights and obligations under these Online Terms without App Manager’s consent.

9.4 Compliance with Laws. The parties will comply with all applicable laws, rules and regulations, including export laws, in the performance of their obligations under these Online Terms. You must ensure that your use of the Offerings complies in all respects and at all times with all applicable laws, statutes, regulations, ordinances or other rules promulgated by governing authorities that the parties or the Offerings are subject to, including by means of obtaining any permits, licenses, or approvals required with respect to applicable export regulations.

9.5 Export. App Manager agrees not to directly or indirectly export, re-export or import any part of the Bridge App Platform without first obtaining all required licenses, permits and permissions. Bridge App makes no representation or warranty that the Bridge App Platform, or any portion thereof, may be exported without App Manager first obtaining appropriate licenses or permits under applicable law, or that any such license or permit has been, will be, or can be obtained.

9.6 Remedies. (a) Without limiting Bridge App’s other rights under these Online Terms, in the event that you fail to comply with your obligations under these Online Terms and the Support and Maintenance Terms, including your obligations to comply with the use and license restrictions in Section 2 (The Bridge App Solution) and to pay applicable Fees in accordance with Section 4 (Payment), Bridge App reserves the right to take any and all appropriate action, which may include: (i) revoking licenses granted to you under these Online Terms; (ii) following revocation of the applicable licenses pursuant to clause (i), submitting formal request(s) for the removal of one or more Licensed Applications from public app stores due to the use of unlicensed source code; (iii) preventing access to or use of the Offerings; (iv) withholding all or a portion of the Offerings until you have paid in full all amounts owed to Bridge App or rectified your failure to comply with the applicable license restrictions or use requirements; and (v) charging interests on late payments at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid.

(b) You acknowledge and agree that your breach or threatened breach of Section 2 (The Bridge App Solution) or Section 8 (Confidentiality) would cause Bridge App irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, Bridge App will be entitled to equitable relief, including in a restraining order, an injunction, specific performance and any other relief that may be available from any court of competent jurisdiction, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy.

(c) Such remedies are not exclusive and are in addition to all other remedies that may be available to Bridge App law, in equity or otherwise.

9.7 Force Majeure. Subject to subsection 9.2(d), if Bridge App fails to perform any obligation under these Online Terms due to an act of God, fire, flood, earthquake, explosion, accident, strike, embargo, internet service failures or delays, network intrusion, cyberattacks, data loss, terrorist attack, war, insurrection or riot, civil unrest, public states of emergency, pandemics, epidemics, Bridge App’s compliance with any requirement of applicable law, unavailability or modification by third parties of telecommunications or hosting infrastructure or third party software or websites, acts or omissions of App Manager or any third parties, or other causes beyond Bridge App’s reasonable control (each, a “Force Majeure Event”), including any delays in performance due to a Force Majeure Event, and, where applicable, Bridge App has implemented commercially reasonable back up standards, Bridge App: (a) will not be liable for such failure; and (b) will be excused from the performance of such obligations for the duration of the Force Majeure Event and any additional period of time as may be reasonable under the circumstances.

9.8 Governing Law. These Online Terms, and any disputes arising out of or related hereto, are governed by and construed in accordance with the laws of [State/Region], without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts located in [State/Region] will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to these Online Terms. Bridge App and App Manager each hereby consent and submit to the exclusive jurisdiction of such courts.

9.9 Non-Solicitation. During the Term and for a period of 12 months thereafter, App Manager may not solicit or recruit any personnel of Bridge App, including any of its employees or contractors, that it has come in contact with, in connection with these Online Terms, except the foregoing will not apply to general solicitation or recruitment not targeted at the personnel of Bridge App.

9.10 Severability. Any provision of these Online Terms found by a tribunal or court of competent jurisdiction to be illegal or unenforceable will be severed from these Online Terms and all other provisions of these Online Terms will remain in full force and effect.

9.11 Waiver. A waiver of any provision of these Online Terms must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

9.12 Construction. Except as otherwise provided in these Online Terms, the parties’ rights and remedies under these Online Terms are cumulative. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of these Online Terms are for reference purposes only and have no substantive effect.

9.13 Independent Contractors. Bridge App’s relationship to App Manager is that of an independent contractor, and neither party is an agent or partner of the other. Nothing contained in these Online Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties. Neither party will have, and will not represent to any third party that it has, any authority to act on behalf of the other party.

9.14 Entire Agreement. Except as expressly stated otherwise in these Online Terms, these Online Terms, including the Support and Maintenance Terms and any Professional Licenses incorporated into these Online Terms by reference, constitute the entire agreement between the parties with respect to the subject matter of these Online Terms and supersede all prior or contemporaneous agreements, representations or other communications, whether oral or written.

9.15 Disclaimer of Responsibility for User Content

Bridge App does not control, and is not responsible for, the content or information that App Manager or its Permitted Users submit, post, transmit, display, or otherwise make available through the Bridge App Solution. App Manager is solely responsible for the content of its Bridge App Applications and the content uploaded to the Bridge App Platform, including the legality, reliability, appropriateness, originality, and copyright of such content. Bridge App does not endorse, support, or guarantee the accuracy, completeness, or reliability of any content or information submitted by App Manager or its Permitted Users.

9.16 App Store Restrictions

Bridge App is not responsible for the enforcement of, and does not endorse, any restrictions imposed by the Apple App Store or the Google Play Store. Bridge App Applications must comply with the App Store Guidelines and the Google Play Developer Program Policies. You are responsible for ensuring that your Bridge App Applications adhere to these policies. This includes, but is not limited to, the following restrictions:

• Content Restrictions: Bridge App Applications cannot contain content that is illegal, harmful, abusive, defamatory, racist, xenophobic, homophobic, revisionist, or damaging to the honour or reputation of others. They also cannot promote discrimination or hatred based on origin, sexual orientation, ethnicity, nation, race, or religion.

• Restricted Content: Content that is unsuitable for general audiences is prohibited. This includes, but is not limited to:

  • Gambling and Lotteries: Applications that involve real money gambling or lotteries are generally prohibited.

  • Pornography and Sexually Explicit Content: Sexually explicit content, including nudity and sexually suggestive material, is not allowed.

  • Hate Speech and Violence: Content that promotes hatred, violence, or discrimination is strictly forbidden.

  • Illegal Activities: Applications that encourage or facilitate illegal activities, such as drug use, terrorism, or criminal acts, are prohibited.

  • Malware and Viruses: Applications that contain malware, viruses, or other harmful software are not allowed.

  • Privacy and Data Security: Applications must comply with privacy laws and regulations and cannot collect or use personal information without proper consent and security measures.

  • Offensive Content: Content that is deemed offensive, including but not limited to hate speech, bullying, harassment, or graphic violence, is prohibited.

  • Third-Party Content Restrictions: Applications that use third-party content must comply with the third-party's terms of use and comply with applicable copyright laws.

  • Browsers and Unrestricted Web Access: Applications that offer unrestricted web browsing capabilities, effectively acting as a general-purpose browser, are generally restricted or prohibited to ensure compliance with content and security guidelines.

• Technical Restrictions: Applications must be functional and stable, meeting the technical specifications and requirements of the App Stores. They cannot compromise the user's device or privacy.

• Misleading or Deceptive Practices: Applications must be transparent and avoid misleading users. They cannot engage in fraudulent activities, such as using deceptive marketing or promoting false information.

Bridge App encourages you to familiarize yourself with the App Store Guidelines and the Google Play Developer Program Policies to ensure your Bridge App Applications are compliant. Failure to comply with these policies may result in rejection of your Bridge App Application from the app stores.

9.17 Intellectual Property

The presentation and the content of the Site and the Solution constitute, together, a work protected by the laws in force relating to intellectual property, of which SHAREABLE is the owner.

SHAREABLE grants the User a limited, non-exclusive, personal, revocable and non-transferable license to use the Solution for business and non-commercial purposes, subject to compliance with these TOS.

Any reproduction, in whole or in part, of the Solution, the Site, and their contents, is strictly prohibited and is likely to constitute an infringement of copyright, except with the prior written authorization of SHAREABLE, which it may grant at its sole discretion.

13.1. Copyright

The texts, images, drawings, graphic charter as well as the source codes and object codes of the Site and the Solution are protected by intellectual property law. It is forbidden to copy, extract, distribute or modify the content of the Site and the Solution for any reason whatsoever and in particular for commercial purposes. Downloading as well as printing of texts, images and graphic elements are authorised for private and non-commercial use only. The reproduction of drawings, images, sound documents, video sequences, texts, in other electronic or printed publications is prohibited without prior written consent of SHAREABLE, at its sole discretion.

Failure to obtain authorisation is punishable by the offence of counterfeiting.

13.2 Trademarks

The trademarks and logos appearing on the Site or the Solution are registered and protected trademarks.
Any total or partial reproduction of the trademarks and/or logos present on the Site or the Solution made from the elements of the Site or the Solution without the express authorization of SHAREABLE constitutes an infringement sanctioned by articles L.713-2 and following of the Intellectual Property Code.

13.3. Suggestions, proposals and recommendations from Users

In the event that a User decides to communicate to SHAREABLE a suggestion, a proposal of ideas or recommendations to improve the Services or the Features, the User acknowledges and agrees to grant SHAREABLE a license to use such suggestions, proposals or recommendations. This license shall be irrevocable, free of charge, transferable, without limitation of time and for the whole world. It will allow SHAREABLE to integrate these suggestions or proposals into its Services and Features and, more generally, to exploit them without restriction, without identification of the User and without his prior consent.

13.4. Permission to reproduce for promotional and commercial purposes

SHAREABLE may use the Company's logo, trademarks and trade names in its marketing materials (including the Site, emails, social media and press releases).

SHAREABLE may use the quotes provided by the Company in marketing materials (including the Site, emails, social networks and press).

The Company will provide a personal promotional reference to SHAREABLE.

9.18 Cookies

The Bridge App website uses cookies to enhance user experience, analyze traffic, and personalize content. Cookies are small text files that are placed on your computer by websites that you visit. They are widely used to make websites work, or work more efficiently, as well as to provide information to the website owners.

Bridge App uses cookies for the following purposes:

• Website Analytics: We use third-party analytics tools like Stripe, Google Analytics, and Posthog to collect data about how visitors use our website. This information helps us improve the site's functionality and user experience.

• Essential Cookies: We use cookies that are essential for the functioning of the Bridge App website, such as those that enable you to navigate the site and access its features.

You can control and manage cookies through your web browser settings. Most web browsers allow you to accept or reject cookies, or to choose which cookies you accept. If you choose to reject cookies, you may not be able to use all of the features of the Bridge App website.

9.19 No Tracking in Applications

It is important to note that no cookies or tracking mechanisms are included in the Bridge App Source Code that is provided to you. You are solely responsible for any tracking or data collection implemented in your Bridge App Applications.

9.20 Legal Information & Contact

Bridge App is a service offered by YFOUNDERS, a SAS (Simplified Joint Stock Company) registered in France.

YFOUNDERS

SIREN: 900 145 327
SIRET: 900 145 327 00012
Address: 55 RUE DE L'EGALITE, 34400 LUNEL-VIEL
Activity: Business and management consultancy
VAT number: FR31900145327
RCS Registration: REGISTERED (at the Montpellier registry, on 09/06/2021)

For any questions or concerns, please contact us at: contact@trybridgeapp.com