GENERAL TERMS AND CONDITIONS OF SALE OF "L’EXPO PERMANENTE" SERVICE

Infopro Digital, a simplified joint-stock company with a capital of 1,045,200 Euros, registered with the Nanterre Registry of Trade and Companies under number 490 727 633 and having its registered office at 10 Place du Général de Gaulle 92160 Antony, publishes the Internet site www.usinenouvelle.com which contains in particular a section called L’Expo Permanente, which can be accessed at the URL http://www.usinenouvelle.com/expo/.

The signature of the related order form implies acceptance by the Customer of these general terms and conditions of sale. By accepting these general terms and conditions of sale by signing the Order Form, the signatory acknowledges either to be the Customer's legal representative or to be duly authorised by the Customer's legal representative to accept, in its name and on its behalf, these general terms and conditions of sale.

Article 1: Definitions

The Customer : any professional, whether a legal entity or individual, identified in the order form and who has subscribed to L’Expo Permanente.

The Content : all the elements of communication provided by the Customer (texts, photographs, etc.) and describing the products and services it wishes to present to Users. The Content is placed online in the Virtual Stand.

The Contract : these general terms and conditions of sale and the associated order form(s), initialled and signed by the Customer.

A Lead : placing the Customer in contact with a User interested in the products or services displayed by the Customer in its Virtual Stand who has expressly requested such contact from Infopro Digital online or by telephone.

A Virtual Stand : online exhibition stand located in the L’Expo Permanente section, in which the Customer displays the products or services to Users.

The Users : the visitors to L’Expo Permanente who, in their capacity as professionals, consult the Customers' Virtual Stands and who may request to be put into contact with a Customer.

Article 2: Purpose

The purpose of these general terms and conditions of sale is to define the terms and conditions of subscription to L’Expo Permanente. Within the framework of this subscription, Infopro Digital makes a Virtual Stand available to the Customer, as well as a Lead generation service for the benefit of the Customer, pursuant to the modalities described in the Contract.

Expo Permanente is a service reserved to professionals who wish to advertise to a professional public.

The provisions of the Contract take precedence over any document issued by the Customer and in particular any general terms and conditions of purchase and/or order form.

Article 3: Description of the subscription to Expo Permanente

3.1 Content of the subscription

The subscription includes:

• a Virtual Stand;
• a Leads credit in the form of a "Lead book".

3.1.1 Virtual Stands

The characteristics of the Virtual Stand subscribed by the Customer within the framework of its subscription are indicated in the Order Form. The Customer receives access data comprising a connection login and a password enabling it to access its personalised space.

The Customer may, at its choice:

• place the Content online on its Virtual Stand itself via the personalised interface provided for this purpose;
• transmit the Content to be placed online on its Virtual Stand to Infopro Digital.

The service is deemed delivered on the day the Virtual Stand opens, when Infopro Digital will send the Customer an email with its access data (connection login and password) enabling it to access its personalised interface. The Content may then be updated by the Customer as often as it wishes via this interface.

It should nevertheless be noted that any increase in the commercial information presented constitutes a paying service. In this event, the Customer shall inform Infopro Digital of its intention, and Infopro Digital will establish an estimate which must be expressly accepted by the Customer before any further information is placed online. This extension, if accepted by the Customer, will be subject to a new order form, which will automatically be included in the Contract.

It is understood that L’Expo Permanente comprises the Virtual Stands of many Customers, including companies whose activities may at least partially compete with one another, which the Customer acknowledges and accepts.

3.1.2 Lead Book

Infopro Digital will communicate by email to the Customer, to the email address recorded in its personalised space, any contact request made by a User through L’Expo Permanente, within the limit of the Lead Book it has subscribed. The number of Leads included in the book is specified in the associated Order Form.

If the Customer consumes the credits in its Lead book before the end of the contractual period in progress, it will not receive any new Leads until the end of the contractual period, unless it subscribes an additional Lead book from Infopro Digital (as provided in article 3.2). If it has not consumed all the credits in its Lead book at the end of the contractual period, these unused credits will not be carried forward to the following contractual period.

It should be noted that at the User's request, Leads may be sent to several Customers which present similar or identical products, which the Customer acknowledges and accepts.

3.2 Options

At any time, the Customer may subscribe from Infopro Digital, in addition to its subscription in progress, extra options such as, in particular :

• additional Leads in the event it uses all the Lead credits in its Lead book ;
• the publication of additional commercial information on the Virtual Stand (Production Fact Sheets, Press Releases, PDF Catalogues, videos, etc.) ;
• privileged spaces within L’Expo Permanente ("featured Stands", etc.) ;
• the promotion of the Virtual Stand in Product information letters or exclusive information letters.

The options will be subscribed using an Order Form. New options may be made available to the Customer. They will be described in L’Expo Permanente or in the Order Form.

3.3 Subscription by an agency

If the Customer wishes to subscribe via an agency, the latter must receive a mandate in compliance with Law 93-122 of January 29, 1993. In any event, the Customer remains solely responsible for the actions of its representative. A professional discount of 15% calculated on the net amount after rebates will be applied to any order placed through an agency, subject to receipt of a certificate of mandate prior to validation of the order.

Article 4: Duration of the subscription

4.1: Duration of the subscription

The subscription is for a period of one (1) year, starting to run as of the signature of the order form. It is tacitly renewed for the same duration, unless terminated on the anniversary date by either party, subject to one months' notice. The termination must be made by registered letter with acknowledgement of receipt.

The Customer may also decide at any time to cease advertising on its Virtual Stand, without being able to claim any price reduction in this regard.

4.2: End of the Subscription

Upon the expiry of the Contract, for any reason whatsoever, the access data will be deactivated by Infopro Digital, who will destroy the Customer's Content upon simple request by the latter.

Article 5: Party's Undertakings

5.1: Customer's Undertakings

The Virtual Stands will only present Content provided by the Customer. It is solely responsible for the choice of the category(ies) in which it wishes to reference its Virtual Stand. However, Infopro Digital reserves the right to modify the name, the description and the classification of the Customer's products and services in view of optimising its referencing and improving the quality of Users' searches. The Customer shall be responsible for verifying any modifications made by Infopro Digital and informing the latter, in the event of errors, of any modifications to be made.

The Customer undertakes that the Content it places on line is accurate and faithfully represents the products and services offered, that it does not mislead the public, that it is not fraudulent or does not involve the sale of counterfeit or stolen goods and does not infringe any trademark rights and other intellectual property rights. It guarantees that the Content does not constitute misleading advertising or free-riding practices, and, generally, does not breach the rules relating to competition.

The Customer expressly declares that it holds all the rights and authorisations necessary to publish the content in L’Expo Permanente, and in particular the photographs place online. It certifies in particular that its publication does not breach any regulation or law in force (in particular with respect to advertising, competition and intellectual property) and that it does not include any defamatory or harmful reference with respect to third parties or any discriminatory content.

The Customer releases Infopro Digital from any liability relating to the Content placed online on its Virtual Stand, in terms of both substance and form, and shall indemnify it for any damage it may suffer, and guarantee it against all disturbance, claim or actions whatsoever relating to the Content and/or relating to its publication, which it shall take personal responsibility for.

5.2 Infopro Digital's Undertakings

As a general rule, Infopro Digital is bound by an obligation of means. It does not guarantee the commercial efficiency of L’Expo Permanente in any way whatsoever.

Infopro Digital reserves the right, for maintenance purposes, to suspend access to the Virtual Stands at any time and without notice, without the Customer being able to claim the payment of damages or the early termination of the subscription in this regard.

Furthermore, given the nature of the Internet, Infopro Digital disclaims all liability in the event of a fault, interruption or alteration in the access to Virtual Stands which is attributable to the telecommunication network, the means of connection used by the User and/or the Customer or any other cause outside of Infopro Digital's control.

In the event where its liability was to be sought for any reason whatsoever, the damages and all other compensation due by Infopro Digital, for all causes, may not exceed the amounts paid by the Customer within the framework of this contract for the year during which the damage giving entitlement to compensation occurred.

Infopro Digital may not be held liable for indirect damage, including, but not limited to, any commercial damage, additional operating costs, loss of data or files, loss of turnover or profits, loss of clientele, loss of opportunity, linked to the provision or the use of the service, even when Infopro Digital has been alerted of the possibility that such loss or damage may occur.

It is expressly agreed between the parties, and accepted by the Customer, that the provisions of this clause shall continue to apply in the event of the cancellation of the Contract ordered by a final court decision. These provisions establish a distribution of risks between Infopro Digital and the Customer. The price reflects this distribution as well as the limitation of liability described.

Within the framework of the generation of Leads, Infopro Digital shall not in any event be involved in the relations which may be created between the Customers and the Users or have any liability whatsoever in any disputes which may arise between them.

Article 6: Moderation of the Content

The content which appears in the Virtual Stands is moderated by Infopro Digital, who reserves the right to:

• immediately delete, without prior notice, all content of any nature whatsoever which may breach the laws and regulations in force or contravene proper morals ;
• refuse an order whose Content is incomplete or which does not correspond to the purpose of the site, its rules of good conduct or its code of ethics. Any orders refused will be fully reimbursed.

Article 7: Financial Conditions

7.1: Prices

The subscription is invoiced on the basis of the tariffs indicated in the Order Form. It may be revised by Infopro Digital at the time of renewal on the basis of the upwards movements in the SYNTEC index over the period in question.

7.2: Payment and invoicing conditions

Invoices are payable by direct debit according to a payment schedule defined in the Order Form. In the event of payment by means other than direct debit, in particular by cheque or bank transfer, invoices are payable upon receipt, with no discount. Any delay in payment gives rise, automatically and without prior notice, to the application of late penalties at the rate of three (3) times the legal interest rate, calculated per each late day, without this clause affecting the collectability of the debt.

In the event of the non-payment of an invoice on the date it is due, Infopro Digital may, without prior notice, demand the immediate payment of all amounts due by the Customer. Infopro Digital will be entitled to suspend the performance of all or part of the Contract until the invoice in question is paid. The Parties agree that this suspension may not be considered as a termination of the Contract by Infopro Digital, or entitle the Customer to any indemnification whatsoever.

Article 8: Confidentiality

The Customer is solely responsible for the confidentiality of its access data. It undertakes to immediately inform Infopro Digital of any unauthorised use of its account, and/or of any breach of the confidentiality and security of its means of identification.

Article 9: Miscellaneous

The Customer shall expressly refrain from transferring or transmitting all or part of the Contract to any third party, including any of its subsidiaries, even at no charge. Infopro Digital may transfer the Contract to any third party of its choice.

The Customer authorises Infopro Digital to include it in its customer references and within this framework to show its logo on Expo Permanente.

The Contract is governed by French law. Any dispute relating to its interpretation or its performance shall be brought before the Courts of NANTERRE, which shall have sole jurisdiction, even in the event of interlocutory proceedings, notwithstanding the introduction of third parties or when there are several defendants.