Terms and Conditions of Sale

1 - GENERAL PROVISIONS

LIVING PARISIAN INVESTORS & RESIDENCES has developed multi-channel hotel software for immediate and confirmed online reservations and other additional software. The customer (hereinafter, the "Customer") uses ANYWHERE's online accommodation reservation management technology developed by LIVING PARISIAN INVESTORS & RESIDENCES. This use implies full acceptance of these Terms and Conditions of Sale. The "End Customer" refers to the beneficiary of the reservation. Additional software may be added to the main subscribed software to optimize online room sales, which LIVING PARISIAN INVESTORS & RESIDENCES offers the Customer to integrate as they are launched (hereinafter, the "Additional Features"). All services offered by LIVING PARISIAN INVESTORS & RESIDENCES technology as well as the Additional Features are hereinafter referred to as the "Services". These terms and conditions supersede any contract previously concluded between LIVING PARISIAN INVESTORS & RESIDENCES and the Customer. Only specific conditions appearing in the purchase order (hereinafter, the "Specific Conditions of the Purchase Order" or the "Purchase Order") may, where applicable, derogate from the provisions set out herein.

2 - PURPOSE

These terms and conditions aim to define the contractual relations between the Customer and LIVING PARISIAN INVESTORS & RESIDENCES in the circumstances defined in Article 1 and to define, in particular, the obligations and rights of each party throughout the duration of these terms and conditions, which are intended to preserve the operating principles of each of the two Parties.

3 - EFFECTIVE DATE

These terms and conditions of sale take effect upon signature of the Purchase Order.

4 - LIVING PARISIAN INVESTORS & RESIDENCES COMMITMENTS

LIVING PARISIAN INVESTORS & RESIDENCES undertakes to open a private space for the Customer in its software ANYWHERE (ANW) and Online Check-in System (OCIS) software in which the Customer can manage the prices and availability of their accommodation(s), their reservations, and all the Services to which they have subscribed (hereinafter, the "Back-Office").

5 - CUSTOMER COMMITMENTS

The Customer remains solely responsible for data entered into their ANYWHERE Back-office. The Customer undertakes (i) to provide accurate, precise, updated, and complete information about their company, products, and services and (ii) to keep this information updated, as often as necessary, as well as availability and prices. If one or more pieces of information provided by the Customer prove to be inaccurate, imprecise, outdated, or incomplete, LIVING PARISIAN INVESTORS & RESIDENCES reserves the right to suspend or close the Customer's account without notice and without the Customer or any third party being able to claim damages.

The Customer undertakes to comply with any Law and any local, regional, national, or international regulation in force. The Customer undertakes to (i) not use the services offered by LIVING PARISIAN INVESTORS & RESIDENCES for illegal activities, (ii) not interfere with servers and networks connected to the ANYWHERE sites, and (iii) comply with all procedures, practices, and regulations of networks connected to ANYWHERE sites. The Customer undertakes not to seek unauthorized access to other computers or networks connected to LIVING PARISIAN INVESTORS & RESIDENCES sites and servers.

The Customer undertakes to fully cooperate with LIVING PARISIAN INVESTORS & RESIDENCES in the execution of the Contract, especially when LIVING PARISIAN INVESTORS & RESIDENCES provides instructions or recommendations. The Customer undertakes to treat LIVING PARISIAN INVESTORS & RESIDENCES staff with courtesy and diligence and to cooperate effectively with them to enable effective execution of the Contract.

6 - SECURITY DEPOSIT

For certain Services, a security deposit must be paid before any service activation. This security deposit will be refunded within two weeks of the expiration or termination of the Service, less any amounts that may still be due for this Service.

7 - PRICE MODIFICATION

LIVING PARISIAN INVESTORS & RESIDENCES reserves the right to change the usage costs of the Software and Additional Features.

8 - INTELLECTUAL PROPERTY

Each party retains all of its intellectual property rights over its own data; these Terms and Conditions of Sale do not effect any transfer of ownership. Each party undertakes to respect all of the other party's rights over its trademarks and other distinctive signs. The Customer understands and accepts that the content, programs, or other materials made available to them by LIVING PARISIAN INVESTORS & RESIDENCES are protected and are the exclusive property of LIVING PARISIAN INVESTORS & RESIDENCES. The Customer understands and accepts that they are only authorized to use ANYWHERE (ANW), Online Check-in System (OCIS), and Anytime (ANT) software by LIVING PARISIAN INVESTORS & RESIDENCES in strict compliance with these terms and conditions and that they cannot, under any circumstances, copy, reproduce, transmit, distribute, or create derivative works of ANYWHERE (ANW), Online Check-in System (OCIS), and Anytime (ANT) software without the prior, express, and written authorization of LIVING PARISIAN INVESTORS & RESIDENCES. The Customer undertakes not to resell or rent, free of charge or for a fee, the use or access to ANYWHERE (ANW), Online Check-in System (OCIS), and Anytime (ANT) software, except in the case of contrary contractual provisions expressly accepted by LIVING PARISIAN INVESTORS & RESIDENCES.

9 - DURATION

These terms and conditions are valid from the effective date and for a period ending one (1) month after the implementation date appearing in the Purchase Order, unless otherwise stipulated in the Specific Conditions of the Purchase Order (hereinafter, the "Initial Duration"). At the end of the Initial Duration, these terms and conditions will be renewable by tacit renewal for periods of one (1) month, except in cases of termination (Article 15) or cancellation (see Article 16). If the Customer subscribes, during the execution of these terms, to an Additional Feature involving a minimum subscription period, the contractual duration of all subscribed Services will be aligned with the duration of the Service with the longest duration.

10 - MODIFICATION OF T&CS

Any possible modification of these T&Cs will be confirmed to the Customer by a notice displayed in their Back-office. By clicking the "I accept" button, the Customer will agree to be bound by the changes thus notified. If the user does not click the "I accept" button, their account may be suspended, and these terms and conditions terminated automatically, at the sole discretion of LIVING PARISIAN INVESTORS & RESIDENCES, without the Customer being able to claim damages, even in the event of a request from a third party to the Customer.

11 - LIABILITY

The Customer understands and accepts that LIVING PARISIAN INVESTORS & RESIDENCES cannot be held responsible for content entered by the Customer on the Back-Office, whatever the nature of this content. The Customer is solely responsible for the content and the consequences in case of content infringing intellectual property or other rights belonging to third parties or in case of illicit content.

The Customer acknowledges that LIVING PARISIAN INVESTORS & RESIDENCES cannot be held responsible for the deletion or inability to save the Customer's information. The Customer is advised to save and keep copies of any information they consider essential.

The Customer acknowledges and accepts that LIVING PARISIAN INVESTORS & RESIDENCES cannot be held responsible for any damage, direct or indirect, suffered by the Customer, including, but not limited to, loss of business, loss of revenue or clientele, losses related to the value of goodwill, or loss of data resulting from (i) the use of ANW, OCIS, ANT software or any additional software and the inability to use them, (ii) the cost of a substitute service, (iii) fraudulent use of ANW, OCIS, ANT software or any additional software, or (iv) poor data transmission.

The Customer acknowledges and accepts that LIVING PARISIAN INVESTORS & RESIDENCES cannot under any circumstances be held responsible for damages that may occur following an interruption, suspension, or stoppage of all or part of the ANW, OCIS, ANT software or any additional software, whatever the circumstances and their origin. The Customer has the ability to modify most of their data themselves, such as, by way of example and not limitation, their prices and availability, directly on the platform of third-party services with which LIVING PARISIAN INVESTORS & RESIDENCES software can communicate. In the event that the Customer requests the assistance of LIVING PARISIAN INVESTORS & RESIDENCES for such modifications, they acknowledge and accept that this assistance will be subject to additional billing and that they will need to validate any modification if necessary. LIVING PARISIAN INVESTORS & RESIDENCES cannot under any circumstances be held responsible for the consequences, direct or indirect, related to errors or modification delays.

LIVING PARISIAN INVESTORS & RESIDENCES will do its best to respond to any issue of involuntary interruption, suspension, or stoppage of all or part of its software, whether the origin is internal in nature - not limited to: bug, missing resources; or external - not limited to: third-party service updated or interrupted, hacking. In case of impossibility or difficulty in responding to such an issue, LIVING PARISIAN INVESTORS & RESIDENCES cannot be held responsible for potential damages suffered by the Customer.

The Customer acknowledges and accepts that LIVING PARISIAN INVESTORS & RESIDENCES cannot under any circumstances be held responsible for delays and failures in the delivery of incoming and outgoing emails. Furthermore, emails generated by software published by LIVING PARISIAN INVESTORS & RESIDENCES, for example booking confirmation or cancellation, which may be subject to delivery delays or technical issues due to third parties such as internet service providers, only the data recorded in the ANYWHERE Back-office of the Customer shall be authoritative, which the latter must therefore consult as regularly as necessary.

The Customer acknowledges and accepts that they are responsible for third parties intervening on their behalf during the implementation of subscribed Services and that, consequently, subscribed Services will be invoiced from the billing start date appearing on the Purchase Order.

12 - PAYMENT TERMS

The Customer undertakes to pay the amounts due to LIVING PARISIAN INVESTORS & RESIDENCES monthly upon receipt of invoice (i) by direct debit, (ii) by bank transfer to the bank account designated in the invoice, or (iii) by credit card. In case of late payment, LIVING PARISIAN INVESTORS & RESIDENCES reserves the right either to limit the Customer's access to their Back-Office or to cut off the customer's access to their Back-Office. If this delay exceeds seven days, penalties will be applied.

13 - LATE PAYMENT

In case of total or partial non-payment of services after receipt of the invoice, the Customer must pay LIVING PARISIAN INVESTORS & RESIDENCES a late payment penalty equal to three times the legal interest rate.
The legal interest rate used is the one in force on the day the invoice is issued.

This penalty is calculated on the total amount including tax of the sum remaining due, and runs from the due date without any prior formal notice being necessary.
In addition to late payment compensation, any amount not paid on its due date will automatically give rise to payment of a fixed compensation of 40 euros due for collection costs.

14 - TERMINATION CLAUSE

If within fifteen days following the implementation of Article 13, the Customer has not paid the amounts remaining due, the sale will be automatically terminated and may give rise to the award of damages in favor of LIVING PARISIAN INVESTORS & RESIDENCES.

15 - TERMINATION NOTICE

Unless otherwise stipulated in the Specific Conditions of the Purchase Order, these general conditions may be terminated by either party without justification, by registered letter with acknowledgment of receipt, subject to a minimum notice period of twenty (20) days before the expiration of the term. It is expressly agreed between the parties that termination at the expiration of these terms and conditions by either party cannot under any circumstances constitute a triggering event for any claim or payment of compensation or damages to the other party. On the other hand, in the event that the Customer would terminate these terms and conditions before the expiration of the term, they will be required to pay LIVING PARISIAN INVESTORS & RESIDENCES the balance of amounts remaining to run until the nearest expiration of the term, calculated on the monthly price of subscribed subscriptions or on the average billing of the last three months.

16 - CANCELLATION

In case of failure by one party to fulfill any of its obligations, the other party is entitled to send a formal notice, by registered letter with acknowledgment of receipt notifying said failure, to the defaulting party to respect its contractual commitments within a period of thirty days starting from the date of first presentation of the registered letter. If the failure persists at the end of the thirty-day period, these terms and conditions, if it seems appropriate to the party that sent the formal notice, will be deemed terminated and, consequently, canceled automatically, without further formalities, judicial or otherwise, and without prior notice, and this independently of all damages to which the party victim of the failure could claim.

17 - OBLIGATIONS AND FORCE MAJEURE

In case of force majeure, the obligations of the prevented party will be suspended. However, in the event that the suspension continues beyond a period of 45 days, each party reserves the possibility to automatically terminate these terms and conditions 15 days after sending a registered letter with acknowledgment of receipt, this period starting from the date of first presentation of the registered letter. It is expressly agreed between the parties that the termination of these terms and conditions by either party in these circumstances cannot under any circumstances constitute a triggering event for a claim and payment of damages of any kind to the other party. For the execution of this article, the parties agree to consider as cases of force majeure those usually recognized by case law and in particular (i) acts or omissions of the government or competent superior authorities, (ii) the blocking of telecommunications networks, and (iii) cases of insurrection, civil war, war, military operations, national or local state of emergency, act of terrorism, fire, lightning, explosion, fire, flood, and storm.

18 - PERSONAL DATA

Data as well as the results of processing this data through the Service are saved by LIVING PARISIAN INVESTORS & RESIDENCES for the duration provided by regulations in force. The Customer guarantees LIVING PARISIAN INVESTORS & RESIDENCES against any recourse, complaint, or claim from a natural person whose personal data would be saved and hosted by the Software. LIVING PARISIAN INVESTORS & RESIDENCES undertakes never to exploit and in particular never to sell, rent, lend, or disclose any information whatsoever of which it may become aware during the execution of these terms and conditions, in particular personal information concerning the End Customer, except for data useful for a functionality of LIVING PARISIAN INVESTORS & RESIDENCES software.

19 - JURISDICTION

The Law applicable to this contract is French Law. In case of dispute over the interpretation or execution of these terms, the Nanterre Commercial Court shall have sole jurisdiction notwithstanding plurality of defendants or third-party claims, even for urgent procedures or conservatory procedures, in summary proceedings, or by petition.