These “General Terms and Conditions of Sale” (collectively referred to as the “Contract”) define the general terms and conditions under which Manufacture Française des Pneumatiques Michelin (“Michelin”) offers the Customer, who accepts, the service offer of three (3) different TruckFly subscription packs (hereinafter referred to as the “Services”). TruckFly is a European mobile application paired with a website (www.truckfly.com) meant for truck drivers (the “Drivers”). It is presented as a map/guide on which different types of establishments (restaurants, petrol stations, wash facilities, parking lots, transport companies and delivery points) called points of interest (POIs) are listed.

By consenting to these General Terms and Conditions of Sale by checking the box, you declare that you have the authority to represent and bind the Customer and that you agree that the Customer is entering into a transaction, whether by electronic, traditional or direct online signature, and that your thus obtained consent is intended to be your valid electronic signature for this transaction. Therefore, the Customer expressly agrees to comply with the terms and conditions of the Contract. The Customer further agrees to use the electronic signature to sign any additional documentation that Michelin requests to be signed electronically, and the Customer also agrees that Michelin may use electronic documents instead of paper documents to send information about the Services that the Customer receives from Michelin.

This Contract, as defined in the preamble, constitutes the entire agreement between the Parties with respect to the matters dealt with herein, and supersedes any prior written or oral agreement between the Parties with respect to these matters.

In the event of a conflict or discrepancy between any specific contract signed between the Parties and these General Terms and Conditions of Sale, the specific contract shall prevail.

"Affiliates" mean, in relation to Michelin and the Customer, as the case may be, any company controlling, controlled by or under joint control with the aforementioned parties, whether such control is direct or indirect.

The "Customer" refers to one of the various types of establishments or points of interest that Drivers recommend to each other (restaurants, petrol stations, wash facilities, parking lots, transport companies and delivery points, etc.) and which have an interest in being listed on the TruckFly platform and which have therefore subscribed to one of TruckFly's three (3) Subscription Packs and fully accepted this Contract. The Customer may have multiple establishments or POIs.

"App" means the TruckFly mobile application on which the Customer will appear, with different features depending on the range chosen.

"Working Day" means a day other than a Saturday, Sunday or public holiday in the country in which Michelin operates.

"Backoffice Web" means a web portal made available by Michelin to the Customer allowing it, for example, to update its information, to reply to users’ comments and to publish messages and photos. The features change according to the range chosen.

"Content" means all documents, texts, information, data, software, access codes, execution codes, images, audio or video material, regardless of medium or form, included or used with the application and/or the web portal, other than the Customer's data.

The "Customer Data" refers to the Customer’s Technical and Personal Data.

The "Customer's Personal Data" refers to the Customer's and/or User's Personal Data.

"Documentation" means the documents that Michelin makes available to the Customer from time to time which contain a description of the Services and the required infrastructure, where applicable;

"Effective Date" means the effective date specified herein;

"Terms of Use" means the Customer's and end user's agreement to the General Terms of Use available online. This agreement must be given by the Customer and all authorized users when downloading or registering for the Services;

"Intellectual Property Rights" means any patent, patent application, copyright, trade name, trademark, service mark, trade secret and any application or right to apply for registration thereof, Internet domain names, logos, designs, slogans and general intangibles of a similar nature, software or computer applications, tangible or intangible proprietary information, know-how, processes, formulae, algorithms, or any other intellectual property rights, whether registered or unregistered.

"Licensed Product" means the Application and/or the web portal and/or the Content as well as any error correction or update that Michelin may provide or perform with respect to the Web Portal and/or the Application.

"Normal Business Hours" means 8:00 a.m. to 6:00 p.m., Paris local time, on each Working Day;

"Personal Data" means any information relating to a natural person, whether identifiable or identified, in accordance with Regulation (EU) No. 2016/679 of the European Parliament and of the Council of 27 April 2016 repealing Directive 95/46/EC, applicable from 25 May 2018, including the obligations arising from the application of local legislation on the protection of personal data and any updates thereto, texts adopted in the European Union provided that the identifiable person is identified directly or indirectly, in particular by one or more characteristics specific to their physical, physiological, mental, economic, cultural or social identity; or as defined by any other applicable laws and regulations.

"Subscription Fee" means the subscription fee payable by the Customer to Michelin in consideration of the Services provided by the latter, as defined herein.

"Subscription Period" has the meaning given to it in Article 8 (being the initial subscription period and any subsequent renewal period);

"POI" means “point of interest” and refers to all the different types of establishments or points of interest that Drivers recommend to each other (restaurants, petrol stations, wash facilities, parking lots, transport companies and delivery points, etc.)

"Technical Data" means all the data entered by the Customer and/or the User and/or Michelin on behalf of the Customer in each of the Services offered by Michelin in direct or indirect relation to the tires and/or the vehicles and/or their use, as well as the recommendations relating to the Customer’s fleet issued by these Services.

"Limits of Use" means the use limits applicable to Customer’s use of the Licensed Products or Services, as specified in any applicable service contract (e.g., number of Users, number of sites, etc.).

"User" means any employee or subcontractor of the Customer authorized in its name to access and/or use the Services.

If the Services involve the Customer’s use of Licensed Product(s), during the Subscription Period and subject to the terms and conditions of the Contract and applicable Commercial Terms and Conditions and the payment of all Subscription Fees due, for each Licensed Product included in the Services to which the Customer subscribes, Michelin will (i) grant the Customer a non-exclusive, non-transferable right to access and use the associated Licensed Product solely for the purpose of supporting the Customer’s internal operations, and (ii) provide the Services to which it subscribes. User accounts cannot be shared or used by more than one person. The Customer is solely responsible for connecting the Customer’s computers to a telecommunications service that provides secure Internet access. The Customer undertakes to comply with the Limits of Use stipulated in the General Terms and Conditions of Use (where applicable).

As far as possible, Michelin will assign to the Customer, and the Customer will be responsible for controlling, usernames and passwords that will allow the Customer, its employees and independent contractors to access the services. The Customer undertakes to inform Michelin promptly of any unauthorized use of its username or password, and is responsible for any such use (whether or not it had authorized it). Until such notification, Michelin shall not be liable for any unauthorized use. Michelin shall not be liable for any loss or damage resulting from unauthorized use of a username or password. If applicable to the Services provided to the Customer, the Customer agrees not to assign, transfer or otherwise permit access to the Services, except as expressly provided herein. Any use of the Services by an independent contractor, partner, subcontractor or service provider of the Customer must be for business purposes, and the Customer remains responsible for all acts or omissions of such independent contractors.

The Customer undertakes to:
- ensure that each User maintains a secure password for the use of the Services and the Documentation and that each User keeps their password secure and confidential;
- maintain an up-to-date written list of current Users and provide it to Michelin within 5 Working Days of Michelin’s written request, which may be made at any time;
- allow Michelin to audit the Services in order to verify that the Customer complies with the Limits of Use. This audit may only be carried out once per quarter, at Michelin's expense, and this right must be exercised with reasonable prior notice, so as not to interfere substantially with the normal conduct of the Customer’s business;
- if one of the audits reveals that a user account has been shared with a person who is not a user, then, without prejudice to Michelin's other rights, the Customer must promptly disable such passwords and Michelin shall not issue new passwords to said person; and
- if one of the audits reveals that the Customer has not paid the Michelin subscription fees, then, without prejudice to Michelin's other rights, the Customer must pay Michelin an amount equal to this non-payment, as calculated in accordance with the then prevailing Michelin Service prices, within 10 working days of the date of the audit concerned.

The Customer must not (and must ensure that Users do not) store, distribute or transmit viruses, Trojan horses or any other material in the course of using the Licensed Services and Products which:
- is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
- facilitates illegal activities;
- depicts sexually explicit images;
- encourages illegal violence;
- discriminates on the grounds of race, sex, color, religious belief, sexual orientation or disability; or
- is otherwise unlawful or causes damage or injury to any person or property;

And Michelin reserves the right, without prejudice to its other rights towards the Customer, to deactivate the access of the Customer and/or any User concerned to any material infringing the provisions of this article.

The Customer must not:
- except to the extent permitted by any applicable law that cannot be excluded by agreement between the parties and except to the extent expressly permitted by this agreement:

• attempt to copy, modify, duplicate, create derivative works of, frame, mirror, republish, upload, post, transmit or distribute all or any part of the Licensed Products and/or Documentation (as the case may be) in any form or media or by any means; or
• attempt to decompile, reverse compile, disassemble, reverse engineer or otherwise reduce to a human-perceivable form any part of the Licensed Products;

- access all or part of the Services, Licensed Products or Documentation in order to create a product or service that competes with the Services, Licensed Products and/or Documentation; or

- use the Services, Licensed Products and/or Documentation to provide services to third parties; or

- license, sell, rent, lease, rent, transfer, assign, distribute, display, disclose or otherwise commercially exploit the Services, Licensed Products and/or Documentation, or make them available to any third party, other than Users, or

- attempt to obtain, or assist others to obtain, access to the Services, Licensed Products and/or Documentation, other than pursuant to the terms and conditions provided in this section.

The Customer shall endeavor to prevent unauthorized access to or use of the Services, Licensed Products and/or Documentation and, in the event of unauthorized access or use, shall promptly notify Michelin.

The rights provided for in this article are granted only to the Customer and are not considered to be granted to an Affiliate of the Customer.

The Customer must comply with the conditions and restrictions of use set out in this Contract and is responsible for its Users' compliance with the conditions and restrictions of use set out in this Contract.

All rights not expressly granted to the Customer are reserved by Michelin or its licensors and the Customer must not infringe Michelin's intellectual property rights.

Michelin retains all rights, titles and interest in and to all Intellectual Property Rights on all Licensed Products and all modifications, copies or derivatives of any of the foregoing.

Nothing in this agreement shall be construed as transferring any rights in any trade name or trademark or as granting any license to use any trade name or trademark, except as expressly provided herein. Any use of the parties’ trademarks is for the exclusive benefit of the owner of such trademarks.

4.1. Customer Guarantees
The Customer represents and warrants that all Customer Data provided and/or uploaded to Michelin is true, accurate, current and complete in all respects.

4.2. Right to use Customer data
The Customer expressly authorizes Michelin and its affiliates and/or subcontractors, directly or indirectly through third-party contractors, to store, access, process, copy, execute, purge and/or delete Customer Data (including for the avoidance of doubt) stored in a Michelin database insofar as it relates to the Services provided by Michelin and/or insofar as it is necessary for the performance of any obligation under this Contract in accordance with the Customer’s Personal Data.

4.3. Right to use technical data
The technical data may be used worldwide by Michelin, its affiliates and/or subcontractors for the purpose of:
(i) fulfilling its obligations under this agreement and/or offering the subscriber additional services such as its own customized reports with respect to consolidated data; and/or
(ii) creating and/or developing any database that may be used for the purposes of consolidated data reporting, statistical analysis, reference and/or benchmarking, marketing, research and/or development of future products during the term of this Contract and at any time thereafter within the framework of Michelin and its Affiliates and/or its subcontractor(s), provided that such Technical Data is anonymized (it being understood that no direct or indirect link between such data and the Customer can be established).
With the exception of the right granted under paragraph (ii) above, which is granted for the maximum legal term of protection of intellectual property rights, the right to use the Technical Data expires when this Contract ends for any reason.

4.4. Compliance with the applicable legislation on the protection of personal data
Each party shall comply with all obligations arising from the applicable data protection and privacy laws, including those arising from Regulation (EU) No. 2016/679 of the European Parliament, and in particular all obligations arising from applicable local privacy regulations and their possible updates and texts adopted in the European Union. The parties agree to cooperate actively in order to enable each party to fulfil its obligations with regard to the completion of the required formalities, such as keeping the register as a data controller and, if necessary, obtaining the necessary authorizations from the competent data protection authorities. The parties shall refrain from any action that may put the other party in violation of any applicable data protection legislation. Michelin, its Affiliates and/or its subcontractors may act either as the Data Owner (e.g. for processing carried out in the context of the execution of the Services) or as a Data Controller (e.g. for Customer relationship management, other application features, Truckfly end-user account data). Michelin, its Affiliates and/or the subcontractor(s) as professionals, undertake to advise and cooperate with the Customer, in particular with regard to the means of Processing, the management of requests from data subjects to exercise their rights, the carrying out of any impact assessment and, more generally, compliance with the Customer's obligations with regard to the Rules applicable to Personal Data. In the event of an inspection, Michelin, its Affiliates and/or subcontractors undertake to provide the Customer with all the information it may need or that may be required.

4.4.1. Processing by Michelin, its affiliates and/or subcontractors
In accordance with this Contract, the Parties agree that the Customer and its affiliates are the Data Controllers for the processing carried out in the context of the three (3) TruckFly Subscription Packs, and that Michelin, its Affiliates and/or subcontractors are the Processors with regard to the regulations applicable to Personal Data. Michelin will process Personal Data for the purposes of the Processing as described below:
- Purpose of the processing: provision of a web portal to the Customer for the management of its profile, the profiles of its establishments if it has several and the comments of the end users
- Duration of processing: data kept for the duration of the contract
- Type of personal data processed: identification data of the Customer, its establishments and its staff (surnames, first names, phone numbers, e-mail, company name, SIRET, address and EU VAT number of the Customer)
- Categories of data subjects: the Customer and its staff

The Personal Data transmitted by the Customer as well as the Personal Data collected or processed within the framework of the provision of the Services will not be used for any operation or integration in a file other than those authorized by this Contract, whatever the nature of the operation. Michelin, its Affiliates and/or subcontractors undertake to:
(i) act only in accordance with the documented instructions of the Customer and therefore process the Customer's Personal Data only in accordance with the Customer's written instructions and not for its own purposes, including commercial purposes;
(ii) not use these data, nor allow or authorize the use of these data by a third party or on behalf of a processor or a person acting with the authority or on behalf of Michelin, its affiliates and/or subcontractors, for purposes other than the provision of the Services, and not use them for any other processing or operation without the Customer's prior consent;
(iii) ensure that any person having access to and/or processing personal data under this agreement is bound by an obligation of confidentiality and has been provided with the information necessary for the processing of personal data;
(iv) inform the Customer and its Affiliates of any action and/or measure initiated by the supervisory authority regarding the processing of personal data in the context of its activity;
(v) immediately inform the Customer if, in the opinion of Michelin, its Affiliates and/or subcontractors, an instruction constitutes a breach of the Personal Data Policy or is not technically feasible; and
(vi) implement and maintain, for the duration of the Contract, appropriate measures and procedures to ensure that all Personal Data processed in relation to the Services will be protected in accordance with their nature, against any alteration, loss, accidental or unlawful destruction, unauthorized disclosure or access or any other unlawful form of Processing, taking into account the state of the art.

4.4.2. Information and Consent of the end users
Truckfly guarantees the lawful collection of Personal Data and in particular to inform End Users prior to the collection of Personal Data in accordance with the provisions of the applicable Legislation.
Where cookies or similar technologies are installed or read from Truckfly media, Truckfly guarantees that the end users whose Data is collected have been informed of the installation of cookies and the collection and have expressly consented to this in accordance with the applicable regulations. Truckfly therefore guarantees that the Data is collected in a fair and lawful manner and that it has the means, particularly technical means, to manage the consent of Internet users and that it ceases to collect the Data when users subsequently withdraw their consent.
When GPS or location data is processed, Truckfly guarantees that the end users whose data is collected have been informed of the collection of this data and have expressly consented to it in accordance with the applicable regulations and that it has the means to subsequently configure the settings of the authorizations granted for geolocation.

4.4.3. Use of Data by Michelin and Disclosure of Customers' Personal Data to Third Parties
Michelin and its Affiliates expressly have the right to use the Customer's Personal Data for their own purposes such as, but not limited to, improving products and services and/or developing new products, services or offers, provided that such data is pseudonymized. Otherwise, Personal Data processed under this Contract or under special terms and conditions, if any, will not be disclosed to third parties, including processors responsible for processing the data on behalf of Michelin, its affiliates and/or its subcontractors, except as set forth in this Contract or as permitted by applicable laws and regulations. Any subcontracting operation involving the processing of Personal Data must be subject to prior written authorization by the Customer. Michelin, its Affiliates and/or subcontractors undertake to inform the Customer of the location of any data processing (hosting, backup, maintenance, use, administration, helpdesk) carried out outside the European Union. At the time of entry into force of this Contract, the data processing locations are generally located in the EU, unless otherwise specified in the General Terms and Conditions of sale. The list of sub-processors shall be updated by Michelin for the duration of this agreement. This list indicates the name, address, legal form of the processor, the extent of its intervention within the framework of the contract, the place where the personal data are processed (hosting, backup, maintenance, administration, helpdesk, etc.). When they are selected, Michelin will establish procedures guaranteeing that the third parties it authorizes to access the Customer's Personal Data, including its processors, respect and maintain the confidentiality and security of the Personal Data. To this end, Michelin undertakes to impose on its supplier(s) or processor(s) all necessary obligations, at least equivalent to those provided for in this article, and moreover guarantees the compliance with their obligations by this/these supplier(s) or processor(s).

4.4.4. Application of the European regulations in case of data transfer outside the European Union
Michelin, its affiliates and/or subcontractors undertake to use only IT resources located in a country in the European Economic Area and/or in a country recognized by the European Commission as offering an adequate level of protection. Michelin, its Affiliates and/or subcontractors are authorized, if the Customer expressly consents and strictly within the limits required for the use of the Services, to use IT resources located in a country not recognized as offering an adequate level of protection, as mentioned in Regulation (EU) 2016/679, in the following situations:

Michelin, its Affiliates and/or subcontractors and, where applicable, its processors have signed a data transfer agreement in the name and on behalf of the Customer in the form and under the conditions provided for in the European Commission's decision of 5 February 2010 on standard contractual clauses for the transfer of personal data to processors in third countries (hereinafter referred to as the “Standard clauses”). Michelin, its Affiliates and/or subcontractor(s) guarantee the signature of the Standard Clauses by its processors.

4.4.5. Rectification, retention, deletion of Customers' personal data by Michelin, its affiliates and/or its subcontractors
During the term of this Contract and at its end, for whatever reason, Michelin, its Affiliates and/or subcontractors undertake to correct, delete, return to the Customer or destroy at the Customer's request, any personal data processed on behalf of the Customer by automatic or manual means. This clause shall survive the termination or expiration of this Contract, for whatever reason. If a data subject linked to this data contacts Michelin, its affiliates and/or subcontractors directly to request the correction or deletion of their data, Michelin, its affiliates and/or subcontractors must, without delay, forward the request to the Customer.

Subject to applicable law, if a data subject contacts Michelin, its affiliates and/or subcontractors directly to exercise his or her right of access, rectification, deletion and/or opposition, the Service Provider undertakes to forward the request directly to the Customer as soon as it becomes aware of it.

In any event, upon expiry of this Contract for whatever reason, Michelin, its Affiliates and/or subcontractors undertake to destroy or, where applicable, according to the Customer's instructions, to return to the Customer the Personal Data provided and/or the materials containing them and to provide proof thereof to the Customer by means of a certificate of destruction. In the event that the law prevents the return and/or deletion of all such Personal Data, Michelin, its Affiliates and/or subcontractors will anonymise or pseudo-anonymise such data depending on the nature of the applicable legal obligations and will guarantee the confidentiality of such data and undertake to no longer actively process it.

This Article shall survive the termination or expiration of this Contract for any reason whatsoever.

4.5. Audit
Michelin shall make available to the Customer such information as the Customer may reasonably request to demonstrate Michelin's compliance with its obligations hereunder, and shall submit to audits and inspections by the Customer.

4.6. Security incident
In the event that Michelin becomes aware of a security incident leading to a breach of personal data protection, it will inform the Customer without undue delay. To the extent that the Customer requires information from Michelin to fulfil its Personal Data Breach notification obligations under the applicable data protection laws, Michelin will provide assistance in providing such information to the Customer, taking into account the nature of the Processing and the information available to Michelin.

During the Subscription Period, Michelin will provide the Services and make the Documentation available to the Customer subject to the provisions of these General Terms and Conditions of Sale.
Michelin offers three (3) different subscription packs to the Customer, including all or part of the following features:

• Addition of a description to its establishment
• Display of the address of its website and Facebook page
• Highlighting of the services available within its establishment
• Display of services related to the parking lot of its establishment
• Display of photos
• Updating of the timings of its establishment
• Possibility of defining a temporary closure of its establishment
• Translation of comments that are not in its language.
• Response to the comments made on its establishment file
• Highlighting of a number of comments chosen by it
• Receipt of an email notification of all negative comments received
• Appearance of its establishment in priority on searches and on the map
• Creation of a promotion for its establishment
• Access to a dashboard allowing it to monitor:
• The number of Drivers who have viewed its establishment file on the App.
• The number of Drivers who clicked on the "go to" button of the establishment.

The features and prices associated with each pack are available at this address: https://truckfly.com/owner/backoffice/account
Michelin will endeavour, as far as possible, to make the Services available 24 hours a day, 7 days a week, with the exception of the following:

• Planned maintenance carried out with reasonable notice; and
• Unplanned maintenance carried out outside Normal Business Hours, provided that Michelin has made reasonable efforts to give the Customer at least six Normal Business Hours’ notice.

If the Customer wishes to change the scope of the Services and/or the Limits of Use, the Customer shall notify Michelin in writing of the details of the requested change. If the parties reach an agreement, additional general terms and conditions will be signed by the parties.

The Customer agrees to pay Michelin the fees in the amounts and on the dates indicated below:

• The price of each Pack is available at this address: https://truckfly.com/owner/backoffice/account
• It can be paid monthly or annually:
  • Monthly subscription: charged on the first of each month for the current month.
  • Annual subscription: charged on the first day of the subscription for one year from date to date.

The Parties agree that invoices relating to the Services shall be sent by e-mail to the Customer between the 11th and 15th of the current month.

All fees are non-cancellable and non-refundable. If the Customer requires a purchase order to pay suppliers, the Customer shall provide Michelin with approved purchase order information and complete and accurate invoicing and contact information when signing the Agreement. The terms of any purchase order shall not modify this Contract, and the contents of any such purchase order shall not be binding on either party, except to reaffirm the Customer's obligation to pay and the applicable Commercial Terms and Conditions.

Any amount due from the Customer hereunder, which remains unpaid after the due date, shall be subject to a penalty for the duration of the delay concerned.
These penalties will be calculated on the basis of an annual rate of 5%, and will include a flat administration fee of €40 per invoice.

In addition, if Michelin has not received payment within thirty (30) days of the due date, and without prejudice to any other rights and remedies, Michelin may, without incurring any liability towards the Customer, deactivate the Customer's and/or the User's password, account and access to all or part of the Services, and Michelin shall under no circumstances be obliged to provide all or part of the Services as long as the invoice(s) concerned remain unpaid.

For a monthly subscription:

• Any new subscription during the month will result in immediate pro rata payment for the remaining period. If the payment is not accepted, then the customer will receive an email to indicate that they need to re-subscribe via the platform.
• Any cancellation during a month will result in the full month being invoiced.

Failure to pay will result in termination of the subscription.
An email will then be sent to the customer informing them of the non-payment and deactivation of the pack. To benefit from it again, the Customer will have to re-subscribe to the offer.

Michelin shall have the right to increase the Subscription Fees, payable at the beginning of each Renewal Term, subject to providing thirty (30) days’ notice. The General Terms and Conditions shall be deemed to have been amended accordingly.

All amounts payable under this Contract are expressed exclusive of taxes. The Customer agrees to pay or reimburse Michelin, if the latter has paid, for all taxes imposed by any government on amounts due under this Contract, whether charged by Michelin or otherwise collected, including sales, use, value added, goods and services, consumer, personal property, withholdings, duties, fees and royalties of any kind, penalties and interest thereon, but excluding taxes imposed on Michelin's net income, wealth, capital, personnel, assets, equity, consumption, withholding tax, royalties, fees, duties and interest thereon.

Upon request by Michelin, the Customer shall provide Michelin with the original or certified copies of all receipts or other evidence of tax payments made under this Contract, within the time periods required by applicable law.

The Customer and Michelin shall cooperate to obtain any favourable tax treatment for the Parties in respect of amounts due under this Agreement. Each Party shall be responsible for the declaration, withholding and payment of all income tax, unemployment tax or similar taxes for its employees.

In addition to paying for the Services under the conditions described in Article 6 above, the Customer must:

a. provide to Michelin:

• all necessary cooperation with regard to this agreement; and
• any access to information requested by Michelin in order to provide the Services, including but not limited to, Customer Data, secure access information and configuration services;

b. discharge all other responsibilities of the Customer set out in these General Terms and Conditions of Sale in a timely and efficient manner. In the event of a delay in the provision of the assistance agreed by the Parties, Michelin may adjust any agreed timetable or delivery schedule as required;

c. ensure that each User accepts and complies with the Terms of Use, if applicable to the Services from time to time;

d. ensure that its network and systems comply with the relevant specifications provided by Michelin from time to time, if any; and

e. be solely responsible for the acquisition and maintenance of its network connections and telecommunications links from its systems to Michelin's data centres and for all problems, conditions, delays, delivery failures and other losses or damages resulting from or related to the Customer's network connections or telecommunications links or caused by the Internet.

Nothing in this Agreement replaces or waives the Customer's obligation to comply with all applicable laws and regulations.

During an ongoing contract, the customer may request a change to a higher or lower package by logging in to their customer interface at www.truckfly.com.
This is possible for a change of pack with the same subscription mode:

• From month to month (monthly subscription)
• From year to year (annual subscription)

The change will take effect at the end of the ongoing subscription:

• On the 1st of the next month for a monthly subscription
• At the end of the annual period already paid for by the customer.

This contract shall take effect automatically upon registration of the Customer and shall continue for the initial subscription period of the current month and shall thereafter be automatically renewed for successive periods by tacit agreement:

• For a monthly subscription: from month to month (each being a Renewal Period),
• For an annual subscription: every year,

(1) The Customer is in default of payment under the conditions set out in Article 6,

(2) A Party is in breach of any of its obligations under the Contract and such breach has not been remedied within thirty (30) days after receipt of the notification by registered letter with acknowledgement of receipt sent by the non-defaulting Party;
TruckFly by Michelin
107 rue Servient, 69003 Lyon

(3) Dissolution of the other party, whether by operation of law or otherwise;

The Customer can terminate its subscription at any time via the associated button in its account on www.truckfly.com.
The cancellation will then be effective at the end of the ongoing month’s subscription for a monthly subscription and at the end of the annual subscription if applicable.

In the event that this Contract is terminated in whole or in part, for any reason whatsoever:
- all licenses granted under these General Terms and Conditions of Sale and the Service Contract shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation provided thereunder;
- each party must return and make no further use of any equipment, property, documentation and other items (and any copies thereof) belonging to the other party;
- Michelin may destroy or dispose of any Customer data in its possession unless Michelin receives, no later than ten days after the effective date of termination of this contract or the relevant commercial terms, a written request to deliver to Customer the most recent backup of the Customer data. Michelin shall endeavour to deliver the backup copy to the Customer within 30 days of receipt of such written request, provided that the Customer has, at that time, paid all fees and charges due and resulting from the termination (whether or not due at the date of termination). The Customer shall pay all reasonable costs incurred by Michelin for the return or disposal of the Customer Data; and
- any rights, remedies, obligations or liabilities of the parties which have accrued up to the date of termination, including the right to claim damages for any breach of the Contract or the relevant Commercial Terms that existed on or before the date of termination, shall not be affected or impaired.

According to article 1218 para. 1 of the French Civil Code, “Force majeure applies in contractual matters when an event beyond the control of the debtor, which could not be reasonably foreseen at the time of the conclusion of the contract and the effects of which cannot be avoided by appropriate measures, prevents the performance of its obligation by the debtor”.

Therefore, neither party shall be liable for damages or otherwise for any delay or failure to perform caused by any event beyond the reasonable control of the party, external and unforeseeable to the parties, such as war, fire, flood, accident, labour dispute, governmental order, regulation or restriction, interruption of transportation facilities, shortage of fuel, raw materials or finished goods, or any other cause beyond the reasonable control of the parties or the parties' suppliers.

If an event of force majeure continues for a period of three (3) consecutive months and there is no reasonable prospect of it being remedied promptly despite the efforts of the party concerned to remedy the event of force majeure, the other party shall have the right to terminate this agreement in its entirety and without liability subject to fourteen (14) days’ notice given to the terminated party.

Each party agrees not to disclose to any person any confidential information of the other party which has been disclosed to it or which has come into its possession as a result of or in connection with the provision of the Services. Confidential Information means any confidential and proprietary information, including, but not limited to, know-how, intellectual property, ideas, drawings, designs, concepts, samples, models, plans, data, software and other technical, financial or commercial information obtained directly or indirectly by one party ("the receiving party") from the other party or as a result of communications with the other party ("the disclosing party") or as a result of its location. However, nothing in this agreement shall prohibit the disclosure of information that (i) is already in the public domain, (ii) becomes part of the public domain after disclosure to a party by any means other than as a result of a wrongful act by that party, (iii) is received from a third party, provided that such third party did not acquire it directly or indirectly from a party, or (iv) is subject to a legal obligation or by any governmental body having jurisdiction over a party.

The parties agree to comply with all applicable laws, rules and regulations, including, but not limited to, all applicable data protection, safety, labour, employment, tax, export control and environmental laws. The foregoing obligations include, but are not limited to, all requirements of applicable money laundering, anti-corruption, anti-terrorism, trade embargoes and economic sanctions laws and regulations, both current and future.

Each Party undertakes to refrain from (i) intentionally offering, promising or giving, and (ii) attempting and conspiring to offer, promise or give any pecuniary or other undue advantage, directly or through intermediaries, to a foreign public official, any other person who may have influence on or over a third party, to cause that official to act or refrain from acting in the course of his or her official duties, in order to obtain or retain business or other undue advantage in the conduct of national or international business.

Both parties warrant that they hold and will maintain all licenses, consents and authorisations necessary to implement this agreement.

Subject to this article, Michelin shall, at its own expense, pay all Damages and defend the Customer against (or at the Customer's option, settle) any action brought by a third party asserting against the Customer that the Licensed Products, when used in accordance with the Documentation, infringe any European patent, copyright, trade secret or other proprietary right of a third party ("Infringement Lawsuit"), provided that the Customer: (a) promptly notifies Michelin in writing of any Intellectual Property Claim; (b) allows Michelin to control and direct the investigation, preparation, defence and settlement of the Claim; and (c) assists and cooperates fully with Michelin in the defence thereof. Michelin undertakes to pay any damages or liability awarded against the Customer (or agreed to in a settlement by Michelin) resulting from the intellectual property claim, including costs awarded and lawyers' fees (collectively "Damages"). Michelin will not be responsible for any settlement that it does not approve in writing prior to this settlement.

Upon notification of an Intellectual Property Claim or any fact that may give rise to such an Intellectual Property Claim, Michelin may, at its sole discretion and at its option, (a) provide the Customer with the right to continue to use such Licensed Product(s), (b) replace the Licensed Product(s), or (c) modify the Licensed Product(s) in question to make it non-infringing. If the Customer's use of the Licensed Product(s) is prohibited by a non-appealable judgment, and if Michelin determines that it is not commercially reasonable to pursue any of alternatives (a) through (c), Michelin shall terminate the license for the allegedly infringing Licensed Product(s) and refund the prepaid and unused fees (if any) that the Customer may have paid for such Licensed Product(s).

In no event shall Michelin have any obligations under this article or liability for any claim or action if the Intellectual Property Claim is caused by, or results from: (a) the Customer's combination or use of the Licensed Product(s) with non-Michelin software or services, software or data, if such Intellectual Property Claim would have been avoided by the non-combined or independent use of the Licensed Product(s), (b) the modification of the Licensed Product(s) by anyone other than Michelin if such Intellectual Property Claim would have been avoided by the use of the unmodified Licensed Product(s), (c) the Customer's continuation of the allegedly infringing activity after notice or after receiving modifications that would have avoided the alleged infringement, (d) the Customer's use of the Licensed Product(s) in a manner not strictly in accordance with this Contract, or (e) Michelin's adaptation of the Licensed Product(s) to the Customer's particular specifications.

THIS ARTICLE SETS FORTH THE ENTIRE LIABILITY OF EACH PARTY AND THE SOLE AND EXCLUSIVE REMEDY OF THE OTHER PARTY FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR CLAIMS BY A THIRD PARTY.

In addition, the Customer shall defend, indemnify and hold Michelin harmless from and against any and all third-party claims, actions, proceedings, losses, damages, expenses and costs (including, without limitation, reasonable legal fees and costs) arising out of or in connection with the Customer's use of the Services and/or the Documentation, provided that:
- the Customer is promptly informed of any such claim;
- Michelin provides reasonable cooperation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
- the Customer alone is entitled to defend or settle the claim.

The Services shall be performed substantially in accordance with the terms and conditions set forth in this agreement and the Documentation and with reasonable skill and care.

This undertaking shall not apply to the extent of any non-conformity caused by use of the Services contrary to Michelin's instructions, or by modification or alteration of the Services by any party other than Michelin or its duly authorised suppliers or agents. If the Services do not comply with the foregoing undertaking, Michelin shall, at its own expense, use reasonable commercial efforts to promptly correct any non-compliance or provide the Customer with an alternative means of achieving the desired performance. This correction or substitution constitutes the Customer’s sole and exclusive remedy in the event of a breach of the undertaking provided for in the previous paragraph.

Notwithstanding the foregoing, Michelin:
- does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or information obtained by the Customer through the Services will meet the Customer's requirements; and
- is not responsible for delays, delivery failures or any other loss or damage resulting from the transfer of data over communications networks and installations, including the Internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications installations.

Notwithstanding the foregoing, the Services (including the Documentation) are provided "as is" and, to the extent permitted by applicable law, Michelin makes no warranties and disclaims all warranties of any kind (written, oral, express or implied), including warranties of merchantability or fitness for a particular purpose, relating to the use, in particular the non-compliant use, or the inability to download and/or use the Services. The mere fact of having used the Services does not mean that a vehicle has been inspected and is ready to be driven in satisfactory safety conditions. The Customer further acknowledges that the data and information provided through the Services is for information purposes only and is not intended to replace routine maintenance or safety processes. Michelin shall not be liable for any damage or loss arising from such reliance.

Except as expressly provided in this agreement:
- the Customer assumes full responsibility for the results obtained from the Customer's use of the Services and Documentation and the conclusions drawn from such use. Michelin accepts no liability for any damage caused by errors or omissions in the information, instructions or scripts provided to Michelin by the Customer in connection with the Services, or for any action taken by Michelin at the Customer's request;
- all warranties, representations, conditions and other terms of any kind implied by law or precedent are, to the fullest extent permitted by applicable law, excluded from this agreement.

In no event shall either party be liable to the other party for any consequential, incidental, indirect or special loss or damage in connection with the services, including but not limited to, damages for loss of use, opportunity, business potential and/or profit, loss or corruption of data or information, or for termination or expiration of this contract in accordance with its terms relating to a party's performance or non-performance of this contract.

In any event, Michelin's total liability for all claims (whether or not related to the performance of this Contract), whether contractual, in tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising out of the performance or contemplated performance of the Contract, shall be limited to a sum equal to 1.5 times the total Subscription Fees paid for the relevant Service during that period.

Nothing in this agreement shall exclude the liability of the parties:
a. for death or personal injury caused by their negligence; or
b. for fraud or fraudulent misrepresentation.

Any dispute concerning the validity, interpretation, performance or non-performance, interruption or termination of this Agreement shall be submitted to mediation in accordance with the mediation rules of the CMAP - Centre de médiation et d'arbitrage de Paris [Paris mediation and arbitration centre] - at the Chambre de commerce et d'industrie de Paris [Paris Chamber of Commerce and Industry] of Ile-de-France, of which the Parties are aware and which they declare to accept, unless another alternative means of resolving the dispute and its location are accepted in writing by the Parties within fourteen (14) days of the request for the implementation of the mediation procedure by one of the Parties.

This Contract shall be governed by French law, without regard to any conflict of laws provision.
If the Parties do not reach a written agreement putting an end to their dispute within a period of four (4) months from the request to implement the mediation procedure, the courts of Clermont-Ferrand shall have sole jurisdiction to hear the dispute, notwithstanding multiple defendants or the introduction of third parties.

This Agreement may be amended by Michelin at its sole discretion and subject to the Customer being notified. In such a case, the Customer shall have the right to terminate the Contract with a notice period of 3 months.

This Agreement does not prevent Michelin from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documents, products and/or services similar to those provided under this Agreement.

The failure of either party to assert or exercise any of its rights under any provision of this agreement shall not be construed as a waiver of such rights or in any way affect the effectiveness of such provisions or the rights or powers and remedies of the other party under this agreement. The exercise of any right or the enforcement of any right or remedy by either party under this agreement shall not limit or affect the right or power of the other party to subsequently exercise the same or any other right or enforce the same or any other remedy.

The Customer may not assign this Contract or any of its rights or obligations hereunder without the written consent of Michelin. Any assignment by the Customer is null and void. This Contract and any right or interest hereunder may be assigned at any time by Michelin to any of its affiliates.

The invalidation of any of the provisions hereof or the application of such invalidation to any person, by law, judgment or court order, shall in no way affect the remaining provisions hereof or the application thereof to any other person, and the same shall remain in full force and effect, unless the performance as so modified would be unreasonable or inequitable in all circumstances or would defeat the purposes hereof.

Nothing in this agreement shall be deemed to create a franchise, general or limited partnership or agency relationship between the parties and the parties acknowledge that they are independent corporations. Neither party is entitled to act on behalf of and/or to guarantee the other party.

For the purposes of the application of this agreement, the parties shall designate their respective registered offices as their official addresses. Unless otherwise agreed, any notification, communication or request from one of the parties to the other in application of this agreement, in order to be valid, must be sent in writing by registered letter with acknowledgement of receipt.