1. Purpose

TOMORRO ("Tomorro") offers its clients access to a tool for centralising and managing contracts within their businesses, made available on a secure digital platform (the "Solution"), the features of which are described on the website [https://www.tomorro.com/](https://www.tomorro.com/) (the "Website").

The Solution notably allows for the generation, negotiation and signature of clients' contracts (together, the "Services").

These "General Terms and Conditions" apply without restriction or reservation to any order for Services placed with Tomorro in order to access the Solution.

They grant to the "Client" identified in the "Quote" attached as a Schedule, and to any authorised "Users" who are natural persons, a personal licence enabling them to access the Solution and the Services.

The General Terms and Conditions and the Quote form a single, indivisible contractual whole (the "Agreement").

In the event of any inconsistency, the provisions of the Quote shall prevail over the General Terms and Conditions.

The Agreement prevails over any other general or special terms and conditions not expressly agreed by the Parties.

The Client acknowledges that close and ongoing cooperation with Tomorro is necessary to ensure optimal use of the Solution, in accordance with the terms of these General Terms and Conditions.

‍

2.Definitions

"Co-Contracting Party": means any natural or legal person acting exclusively in a professional capacity, designated by a User to access a Document. The Co-Contracting Party accesses the Solution free of charge without having to create a User Account and may, depending on the task assigned by the User, review, comment on, amend and/or sign the Document, as applicable. The Co-Contracting Party is not a User of the Solution.

"Workspace": means the space reserved for the Client identified in the Quote, allowing Users to access the Solution by means of a login (an email address) and an individual password. The Client may have several Client Workspaces open on the Solution, as listed in the Quote.

"Services Activation Date": the date on which the Client may access the Services, which marks the start of the Client's term commitment and of the billing period.

"Quote": means the pro forma invoice sent by Tomorro to the Client and accepted by the Client, specifying in particular the price of the Services, the number of Workspaces and Users by category, and any paid options and services.

"Client Data": means the data, documents and information imported into the Solution by the Client, or generated by the Solution, in connection with the use of the Services.

"Services": means the services provided by Tomorro and made available to the Client and, more broadly, to Users under the Agreement. These include, among other things, the contract lifecycle management (CLM) SaaS platform published by Tomorro, enabling in particular the drafting, negotiation, approval, signature and tracking of the Client's contracts, together with the associated artificial intelligence features, including in particular a conversational legal assistant and an automated contract review tool (within the CLM and/or as a Word add-in), it being understood that this list is not exhaustive and may evolve as the Solution is updated.

"Solution": means the contract management tool made available to the Client, Users and Co-Contracting Parties by Tomorro, accessible at https://app.tomorro.com.

"User Account": means the personal space reserved for a User other than a Co-Contracting Party, allowing such User to access the Solution by means of a login (an email address) and an individual password. The Client designates the authorised Users so that they may create a User Account in their own name, through which they perform tasks on behalf of the Client.

"User": means any user of the Solution, including (i) the Client, (ii) the Administrator(s), (iii) the Creator(s) and (iv) the Reader(s). Each acts exclusively in a professional capacity. In terms of hierarchy, the Client is senior to the Administrators and Creators, who themselves have a role senior to that of the Reader. A description of each type of User's role is available at the following link: https://help.tomorro.com/fr/articles/12769146-roles-et-permissions-des-utilisateurs-dans-tomorrohttps://help.tomorro.com/fr/articles/12769146-roles-et-permissions-des-utilisateurs-dans-tomorro

3. Services reserved for professionals

To access the Solution and the Services, the Client must meet the following cumulative conditions:

• Be a legal entity acting through a natural person who has the power or authorisation required to contract in the name of, and on behalf of, the Client.
• Have the status of a professional, understood as any natural or legal person acting for purposes falling within the scope of its commercial, industrial, craft, professional or agricultural activity, including where it acts in the name of, or on behalf of, another professional.

4. Access to the Solution and to the Services

4.1. Acceptance of the Quote

The Client may contact Tomorro by any appropriate means to discuss the Services it wishes to subscribe to.

Before accessing the Services, the Client must provide Tomorro with the information and documents needed to enable Tomorro to identify the Client's needs and expectations.

On this basis, Tomorro will prepare a Quote, which it will send to the Client by email, specifying in particular the term of the commitment, the cost of the subscription, and a description of the Services subscribed to.

A Client wishing to order the Services must sign the corresponding Quote. Acceptance of the Quote constitutes acceptance of these General Terms and Conditions.

4.2.Registration on the Solution

Once the Quote has been accepted, a "kick-off" meeting is organised with the Client on the Services Activation Date, following which the Client and any authorised User will be able to access the Solution.

The Client must provide all information necessary to open access, in particular the surname, first name, professional email address and password of each User. The Client acknowledges and agrees that each email address provided constitutes a login.

Any incomplete registration will not be validated.

Registration results in the opening of a User Account, giving access to the Workspace, which allows the User to manage their settings and use of the Services, in such form and by such technical means as Tomorro considers most appropriate.

The Client remains responsible for the use of the Solution by Users and guarantees such use.

The Client undertakes to verify that each User provides information that is accurate, up to date and truthful, and free of any misleading character.

The Client undertakes to update such information in its Workspace in the event of any change, so that it continues to meet the above criteria.

The Client informs the User that the information entered for the purposes of creating or updating their User Account serves as evidence of their identity. Information entered is binding on the User once validated.

The User may access their Workspace at any time after identifying themselves using their login and password.

The Client undertakes to allocate each User Account to a single, unique User. Any shared or pooled use of a User Account is strictly prohibited.

A User Account that becomes vacant may nevertheless be reassigned to a new User, provided that access to it is reserved exclusively for that new User.

The Client is likewise responsible for maintaining the confidentiality and security of its login and password, any access to the Solution using these credentials being deemed to have been carried out by the Client or its Users, except where such access results from a failure of security measures attributable solely to Tomorro. Each User must immediately contact Tomorro if it notices that its User Account has been used without its knowledge. The User acknowledges Tomorro's right to take any appropriate measures in such a case.

5. Description of the Services

5.1.Services offered on the Solution

The Services subscribed to are those set out and detailed in the Quote signed as Schedule 1 "Quote".

Before subscribing, the Client acknowledges that it may review, on the Website available at https://help.tomorro.com/fr/, the features of the Services and their constraints, in particular technical constraints.https://help.tomorro.com

Tomorro undertakes to provide the Client with training on the use of the Solution. This training is delivered by e-learning, in modules, and completed independently by the Client. It also includes up to eight (8) follow-up sessions with a dedicated Tomorro contact, intended to assist the Client with configuring the Solution and getting up to speed with it.

5.2.Hosting of the Solution

Tomorro undertakes to host all Documents and Client Data, in accordance with industry practice and the state of the art, on its own servers or through a professional hosting provider operating in accordance with industry practice and located within the European Union.

Tomorro performs a daily back-up of Documents on the Solution.

In this respect, Tomorro undertakes to provide the Client with sufficient storage and processing capacity for normal use of the Services.

Tomorro undertakes to implement all technical means consistent with the state of the art that are necessary to ensure the security of, and access to, the Services, covering the protection and monitoring of infrastructure, control of physical and/or logical access to such infrastructure, and the implementation of detection, prevention and recovery measures to protect servers against malicious acts.

Tomorro also undertakes to take all useful precautions to preserve the security of the Documents and Client Data, in particular to prevent them from being altered, damaged, or accessed by unauthorised third parties.

5.3.Maintenance and support

5.3.1 Maintenance

5.3.1.1.(a) Corrective maintenance

Tomorro provides corrective maintenance of the Solution.

The Client and any User may report any "Anomaly" (as defined in Schedule 3) via the chatbot accessible directly on the Solution or by email at support@tomorro.com, an Anomaly being understood as a failure during which one or more Services defined in the Agreement are unavailable or degraded.

They will endeavour to provide as much information as possible, in particular regarding the difficulties encountered and the circumstances in which they arose, so as to enable Tomorro to characterise the incident (by way of example, such information may include screenshots of error messages, collection of Service configuration information, changes to such configuration, installation of new versions of the Solution, etc.).

Receipt of such notification constitutes the reporting of an Anomaly.

Tomorro will then diagnose the Anomaly, in particular checking whether it originates from the Solution. It will inform the Client and/or the User by email of the results of that diagnosis in accordance with the timeframes set out in Schedule 3.

If it transpires that the Anomaly originates from the Solution, Tomorro undertakes to mobilise the resources necessary to correct it, or to find a workaround enabling the User to use the Solution for its intended purpose, in accordance with the timeframes set out in Schedule 3.

These timeframes run within Tomorro's intervention windows, during business days. A business day means an uninterrupted period of 9 hours, Monday to Friday, between 9 a.m. and 6 p.m. Any period beginning within such a time slot will expire at the same time on the last business day of the period.

Once the Anomaly has been definitively corrected, Tomorro will send the Client and/or the User a written report of its intervention, by email. The date such report is sent constitutes the end date of the intervention.

5.3.1.2.(b) Evolutive maintenance

For the duration set out in the Quote, Tomorro provides the Client and/or the User with:

• improvements to the functionalities of the Solution, included in the subscription, relating to its ergonomics, speed of execution or efficiency, and/or any revisions intended to introduce minor extensions to the Solution ("Updates");
• changes to the Solution and related documentation through the addition of new functionalities ("New Versions"), included in the subscription.

The nature and frequency of such Updates and New Versions shall be at Tomorro's sole discretion.

Updates may be carried out automatically and Tomorro will use its best efforts to notify the Client in advance.

It is understood that any operation likely to affect the availability of the Service will be the subject of prior notice of at least seven (7) days before its effective date, and will be carried out outside business hours (CET/CEST).

5.3.2 Support

Tomorro provides each User with technical assistance accessible by email at support@tomorro.com or via the chatbot directly on the Solution, from 9 a.m. to 6 p.m., Monday to Friday, in French or English, enabling the User to ask any question or report any difficulty encountered while using the Services.

5.4.Other Services

Tomorro reserves the right to offer any other Service it deems useful, in such form and with such features and technical means as it considers most appropriate to provide such Services, which may be subject to additional invoicing where the Client expressly requests to subscribe to them.

6. Financial terms

6.1.Price

The cost of access to the Services and the Solution is set out in the Quote.

Unless otherwise stated, it is expressed in Euros, exclusive of tax.

6.2.Invoicing and payment terms

Unless otherwise stated in the Quote:

The Services are invoiced annually, in advance.

Invoices sent to the Client are payable by credit card directly on the Solution, by bank transfer or direct debit, upon receipt of the invoice.

The Client may not, under any circumstances, reduce the number of "Administrator" or "Creator" Users during the term of its subscription (Initial Period or Renewed Period); this may only be done upon renewal. The Client may, however, add as many Reader Users as necessary throughout the term of its subscription. Any addition of "Administrator" or "Creator" Users will be subject to additional invoicing, at the unit price set out in the last signed Quote, depending on the type of User added, multiplied by the number of additional Users. Such additional invoicing will be pro-rated to the current subscription period (Initial Period or Renewed Period).

6.3.Late and non-payment

The Client is informed of, and expressly accepts, that any late payment of all or part of a sum owed to Tomorro on its due date will automatically result, after a second payment reminder sent to the Client has remained without effect (i.e. ten (10) days after the payment due date), in:

• the acceleration of all sums owed by the Client, which shall become immediately due and payable, regardless of any payment terms previously agreed;
• the suspension of the Services and of access to the Solution until full payment of all sums due;
• the charging to Tomorro's benefit of interest for late payment, due by the mere fact that the contractual due date has passed, at a rate of three times the statutory interest rate, calculated on the amount of the unpaid debt outstanding at the due date, together with a fixed indemnity of EUR 40 for collection costs, without prejudice to further compensation should the collection costs actually incurred exceed that amount.

6.4 Price revision

Tomorro reserves the right to revise its prices at the end of the current commitment period (Initial Period or Renewed Period). It is understood that any such price revision may not exceed, in relation to the total amount invoiced (exclusive of tax and before any discount) over the commitment period elapsed (Initial Period or Renewed Period):

• three percent (3%) if the current commitment has a term of twelve (12) months;
• six percent (6%) if the current commitment has a term of twenty-four (24) months;
• nine percent (9%) if the current commitment has a term of thirty-six (36) months.

This amount includes the fees associated with the User Accounts and options subscribed to in the Quote, as well as any additional items added during the performance of the Agreement. Tomorro will notify the Client of the new prices by written notice sent to the Administrator. Should the Client wish to terminate its agreement following a price increase, it will not owe any early termination indemnity.

This price revision is intended to reflect the added value resulting from the improvements and new functionalities made available to the Client during the commitment period elapsed.

7. Term of the Agreement, termination

7.1 Term and renewal

The Client subscribes to a paid subscription, the term of which is set out in the Quote (the "Initial Period").

At the end of the Initial Period, and unless otherwise stated in the Quote, the subscription is automatically renewed for successive periods of 12 months (each, a "Renewed Period").

7.2 Termination for convenience

The Client may terminate its commitment for the Initial Period or a Renewed Period by any written means, subject to at least one month's notice before the end of the current commitment period; termination will take effect at the end of that period. In the event of early termination of the Agreement by the Client — meaning any termination taking effect before the end of the current Initial Period or Renewed Period, and not resulting from a breach by Tomorro of its contractual obligations — the Client will owe an early termination indemnity equal to the amount remaining due under the subscription, calculated pro rata temporis for the period remaining until the end of the current Initial Period or Renewed Period.

7.3 Termination for breach

Either Party may terminate this Agreement in the event of a breach by the other Party of a material obligation under this Agreement, upon thirty (30) days' written notice to the other Party of such breach, if the breach is not remedied within that period.

Regardless of the reason for termination of the Agreement, termination ends the Client's right to benefit from the Services. However, Tomorro shall remain bound by the obligations described in Article 20 (Reversibility).

Where termination for breach is initiated by the Client, Tomorro will reimburse the Client for sums already paid, pro rata temporis, for the period of Services not performed.

8. Client's obligations and liability

Without prejudice to the other obligations set out in the Agreement, the Client undertakes to comply with the following obligations.

The Client undertakes to provide Tomorro with all information necessary for subscribing to and using the Services, a list of which will be communicated in advance of the Services Activation Date.

The Client warrants that the information provided to Tomorro, in particular information relating to Users, is accurate and undertakes to keep it up to date.

The Client is responsible for: (i) the use of the Solution by Users, for which it acts as guarantor, and (ii) any relationships that may arise between itself, Users and third parties, in particular any dispute or claim arising out of or relating to the use of the Solution and the Services, provided that such dispute or claim does not result from a breach by Tomorro of its contractual obligations or from a defect in the Solution directly attributable to Tomorro. The Parties agree that Tomorro exercises no control over the use that the Client and Users make of the Services, and accordingly cannot be held liable for any use that does not comply with the Agreement or the applicable documentation. Accordingly, the Client indemnifies Tomorro against any damaging consequence resulting from unlawful, non-compliant or fraudulent use of the Solution by Users, in particular any breach of applicable laws and regulations, to the extent that such use does not result from a breach by Tomorro. The Client is responsible for putting in place, within its organisation, reasonable procedures designed to prevent or remedy such conduct.

The Client is solely responsible for the documents, elements, data, information and any content it imports into, or generates from, the Solution. It warrants to Tomorro that it is authorised to provide such elements and that it holds all rights and authorisations necessary for their use in connection with the Services.

The Client acknowledges and agrees that it is solely responsible for any information, data or content entered in the free-text comment fields made available to it in connection with the use of the Service.

Accordingly, the Client undertakes to:

• Not enter sensitive data within the meaning of the General Data Protection Regulation (GDPR), unless such information is expressly required and protected in accordance with the applicable contractual provisions;
• Not introduce any unlawful, defamatory, abusive or discriminatory content, or content infringing the rights of third parties.

The Client acknowledges that it has had all the information and sufficient time to assess the Services in light of its needs and constraints, and that it has entered into the Agreement with full knowledge of the facts, on the basis of the information provided by Tomorro.

The Client undertakes, and shall ensure that Users undertake, not to divert the Services from the purposes for which they were designed, and in particular not to:

• carry out any illegal or fraudulent activity;
• undermine public order or public morals;
• infringe upon third parties or their rights in any manner whatsoever;
• breach any contractual, legislative or regulatory provision;
• carry out any activity liable to interfere with a third party's IT systems, in particular in order to breach their integrity or security;
• promote its own services and/or websites, or those of a third party (this will in particular be the case where the Client uses the Services as a prospecting channel);
• assist or encourage a third party to commit one or more of the acts or activities listed above.

The Client also undertakes, and shall ensure that Users undertake, not to:

• copy, modify or misappropriate any element belonging to Tomorro, or any concept used by Tomorro in connection with the Services;
• engage in any conduct liable to interfere with or misappropriate Tomorro's IT systems, or undermine its IT security measures;
• undermine Tomorro's financial, commercial or moral rights and interests;
• market, transfer or provide access in any manner whatsoever to the Services, to the information hosted on the Solution, or to any element belonging to Tomorro.

The Client shall indemnify Tomorro in the event of any claim, formal notice or proceedings brought by a third party against Tomorro, as well as any settlement agreement or other amicable resolution entered into with the Client's prior consent, establishing that the Client's use of the Service is fraudulent or abusive, or otherwise results in a breach of applicable law or of the rights of third parties. Such indemnity shall in particular cover all legal costs, damages paid (including under a settlement) and reasonable attorneys' fees.

This indemnity is subject to Tomorro:

• notifying the Client without delay of any claim of which it becomes aware;
• leaving the Client in control of the defence and of any related negotiations;
• providing the Client with all reasonable cooperation in conducting its defence.

The Client's indemnification obligation does not apply where the claim results from use of the Service that is compliant with the documentation or with these terms.‍

‍

9. Tomorro's obligations and liability

Tomorro undertakes to provide the Services with quality, diligence and in accordance with best practice, it being specified that Tomorro is bound by a best-efforts obligation (obligation de moyens). It is understood that the provisions of Schedule 3 "Service Level Agreement" are subject to a results obligation (obligation de résultat).

1. Tomorro undertakes to carry out regular checks to verify the operation and accessibility of the Solution. In this respect, Tomorro reserves the right to temporarily interrupt access for maintenance purposes, under the conditions set out herein.

Tomorro shall not, however, be liable for temporary difficulties or impossibility of access to its Services arising from:

• circumstances external to its network (in particular the partial or total failure of the Client's servers);
• the failure of equipment, cabling, services or networks not included in its Services or not under its responsibility;
• interruption of the Services caused by telecom operators or internet access providers, provided that Tomorro has implemented the technical measures set out in the Agreement to ensure the continuity and resilience of the Service;
• intervention by the Client, in particular any misconfiguration or non-compliant use of the Service within the scope accessible to it;
• maintenance;
• an event of force majeure.

Tomorro is responsible for the operation of its servers, the outer limits of which are constituted by the connection points (the point at which the Service is made publicly available on the internet).

1. Tomorro's involvement is limited to the mere provision of the Services. Accordingly, the Client acknowledges and agrees that the Services are provided to it personally, Tomorro not intervening in any way in the relations between the Client and the Users it has selected.
2. The Client acknowledges and agrees that its data is analysed using the artificial intelligence accessible through the Solution. Results generated by the AI features constitute suggestions only and do not engage Tomorro's liability as to their completeness, legal accuracy or suitability for any particular use case. It is for the Client to have any clause, analysis or recommendation generated validated by a competent legal professional before any operational use. The Client undertakes to make compliant use of the AI features, in particular having regard to the prohibited practices listed in Article 5 of the AI Act (Regulation (EU) 2024/1689), and not to use such features for the purposes of fully automated decision-making producing legal effects or significantly affecting third parties, without appropriate human intervention. Tomorro acts as a provider within the meaning of Article 3(3) of the AI Act in respect of the AI system resulting from the integration of the underlying model(s) into the Solution, marketed under its own brand (criterion of Article 25(1)(a)). The Client acts as a deployer within the meaning of Article 3(4).

Tomorro undertakes to comply with its resulting obligations, in particular:

• the obligations of transparency and user information regarding the operation of the AI Features (Article 50 of the AI Act);
• the AI-literacy obligations in respect of its staff (Article 4 of the AI Act).

Unless expressly agreed by the Client, Client Data will not be used by Tomorro to train, improve or evaluate Tomorro's or any third party's artificial intelligence models.

1. Tomorro does not guarantee any volume of business that the Client might generate through use of the Services.
2. Tomorro undertakes to use the data, and more generally all elements that may be provided to it under this Agreement, solely for the purpose of performing the Agreement, and not to disclose or share them with any third party, except with the Client's express consent.

Tomorro guarantees the Client the proper preservation of data and elements throughout the term of the Agreement and undertakes to allow the Client to retrieve its data within 30 days of the end of the Agreement; after that period, Tomorro undertakes to delete all data, except for such data as it is required to retain thereafter under applicable law or regulation.

1. Tomorro undertakes to indemnify the Client against any demand, claim or proceedings brought by a third party against the Client alleging that the Service, as made available by Tomorro, infringes intellectual property rights belonging to that third party.

This indemnity covers legal costs, damages paid and reasonable attorneys' fees incurred by the Client, provided that the Client:

• notifies Tomorro without delay of any claim of which it becomes aware;
• leaves Tomorro in control of the defence and of any related negotiations;
• provides Tomorro with all reasonable cooperation in conducting its defence.

Tomorro's indemnification obligation does not apply where the claim results from:

• a modification of the Service by the Client not authorised by Tomorro;
• use of the Service that does not comply with the documentation or with these terms;
• a combination of the Service with third-party products, software or services not approved by Tomorro.

1. Tomorro certifies that it holds professional civil liability and cybersecurity insurance. It undertakes to keep such insurance in force throughout the term of the Agreement.
2. The Client acknowledges that any SaaS service is, by its nature, liable to present errors, bugs or technical imperfections inherent in its operation and ongoing development. Accordingly, Tomorro does not guarantee that the SaaS Services, which are otherwise subject to continuous research aimed at improving their performance and functionality, will be entirely free of errors, defects or flaws. Tomorro nevertheless undertakes to handle such incidents in accordance with the provisions of the SLA schedule and to work towards the continuous improvement of its Services. Tomorro shall not be liable for any loss that was not foreseeable at the time the Agreement was entered into (in accordance with Article 1231-3 of the French Civil Code), and that does not constitute an immediate and direct consequence of a breach of these terms. In any event, other than in the case of bodily injury or death, or in the event of gross negligence (faute lourde) or breach of confidentiality obligations, Tomorro shall not be liable to the Client for any indirect loss, including, without limitation: any economic or financial loss, loss of profits, loss of revenue, loss of orders, loss of customers, cost of replacement services, or any loss resulting from damage to the Client's image or reputation. In any event, the liability of each Party shall not exceed the total amount invoiced by Tomorro under the Agreement over the 12 months preceding the first event giving rise to liability. This limitation of liability does not apply to the Client's payment obligations.
3. The general cap on liability defined above does not apply to breaches referred to in Article 14 (Data Protection), which are subject to a specific cap.
4. Subject to applicable mandatory legal provisions, Tomorro's liability may only be sought provided the Client has notified its claim by registered letter with acknowledgement of receipt or any other written means giving a certain date, within one (1) year of discovery of the alleged event giving rise to liability, it being specified that this period may not be shorter than the applicable statutory limitation period.

10. Obligations common to the Parties

Each Party undertakes, in performing and using the Services, to comply with applicable laws and regulations and not to undermine public order.

The Parties further undertake to provide each other with all documents, elements, data and information necessary for the proper performance of the Agreement. More generally, they undertake to cooperate actively with each other and in good faith with a view to the proper performance of the Agreement, and to inform each other of any difficulties relating to such performance.

11. Sanctions for breach

In the event of a breach of any provision of the Agreement, or more generally of a breach of laws and regulations by the Client, Tomorro reserves the right to take any appropriate measure in relation to the breach identified and to inform the Client in advance as soon as possible, including in particular the right to:

• suspend, delete or prevent access to the Services and the Solution for the Client responsible for the breach, or having participated in it, in the most serious cases;
• delete any content relating to the breach in question, in whole or in part;
• take any appropriate measures and bring any legal action;
• where applicable, notify the competent authorities, cooperate with them and provide them with all information useful for the investigation and prosecution of unlawful or illegal activities;
• terminate the Agreement, in accordance with the provisions of Article 7 hereof.

It is understood that, in the event of a breach by Tomorro of the provisions of this Agreement, the Client may terminate the Agreement in accordance with the provisions of Article 7, without prejudice to any claim for damages and any legal action.

12. Commercial references

The Parties expressly and mutually authorise each other to use their respective names, trademarks and logos, as well as references to their websites, as commercial references, on any medium and in any form whatsoever, during the term of the Agreement and thereafter, for a period of six (6) months.

13. Intellectual property

The systems, software, structures, infrastructure, databases, code and content of any nature (text, images, visuals, logos, trademarks, databases, etc.) used by Tomorro on the Solution are protected by all applicable intellectual property rights or database producer rights. All rights, in particular copyright, trademarks and patents, as well as domain names, trade secrets and know-how relating to the content of the Services and the Services themselves, belong to Tomorro, and this Agreement does not entail any transfer of ownership rights over the Services or their content. Under the Agreement, the Client has the right to use the Services for the term of the Agreement.

Any disassembly, decompilation, decryption, extraction, reuse, copying and, more generally, any act of reproduction, representation, distribution or use of any of these elements, in whole or in part, without Tomorro's authorisation, is strictly prohibited and may give rise to legal proceedings.

The Client remains the owner of the Client Data and must hold the necessary rights over the Client Data. The Client hereby grants Tomorro, for the term of any rights that may exist over the Client Data, a non-exclusive, royalty-free, worldwide licence to use the Client Data in order to provide the Services to the Client and/or for purposes of improving the Services (as described in Schedule 2 hereto). The Client is solely responsible for the accuracy, quality, integrity, lawfulness, reliability and suitability of the Client Data.

14. Personal data

General provisions

Each Party undertakes, for its own part, to comply with all legal and regulatory obligations incumbent upon it in relation to the protection of personal data, in particular Act No. 78-17 of 6 January 1978, as amended (the French Data Protection Act, Loi Informatique et Libertés), and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (together, the "Applicable Regulations").

For the purposes of managing the contractual relationship between the Parties, each Party processes the personal data of its contacts at the other Party as a controller within the meaning of the Applicable Regulations, for the term of the Agreement or for such period as required by law or the Applicable Regulations. Such processing is necessary for the proper performance of the Agreement and relates only to identification data (in particular surname, first name, email address, telephone number) of such contacts. This data is retained for the period strictly necessary to manage the contractual relationship between the Parties, or in accordance with any applicable legal or regulatory provision.

The Parties' staff, their control departments (in particular their statutory auditors) and their subcontractors may have access to the personal data collected.

Such processing may give rise to the exercise, by the Parties' contacts, of their rights under the Applicable Regulations, namely: (i) to obtain communication and, where applicable, rectification or erasure of data concerning them, (ii) to request erasure or restriction of processing, (iii) to object to processing on legitimate grounds, (iv) to request portability of data concerning them, in order to retrieve and retain it, and (v) to lodge a complaint with a competent supervisory authority.

Processing of personal data by Tomorro as controller

In processing the Client's usage data for its own account, for purposes of improving its Solution and Services (see description in Schedule 2), Tomorro acts as controller and assumes responsibility for the compliance of its processing with all GDPR requirements.

Processing of personal data by Tomorro as processor

Description of the processing carried out as processor

In connection with the Services, Tomorro processes personal data in the name of, and on behalf of, the Client as processor, while the Client acts as controller within the meaning of the Applicable Regulations. The characteristics of the processing are described in Schedule 2 to the Agreement.

Tomorro's obligations towards the Client

• Processing of data:

Tomorro undertakes to process personal data only for the purposes listed in Schedule 2 and in accordance with the Client's documented instructions, including with regard to the transfer of data outside the European Union. Tomorro undertakes to inform the Client if, in its view, an instruction constitutes a breach of the Applicable Regulations. Further, if Tomorro is required to transfer data to a third country or to an international organisation under the law applicable to the Agreement, it must inform the Client of that legal requirement before carrying out the processing, unless the relevant law prohibits such information on important grounds of public interest.

• Security and confidentiality of data:

Tomorro undertakes to implement appropriate technical and organisational measures to ensure the security and integrity of personal data, its back-up, and the restoration of its availability in the event of a physical or technical incident. Tomorro also ensures that persons authorised to process personal data are subject to an obligation of confidentiality in this respect.

• Other subcontractors:

Tomorro is authorised to engage the subcontractors (the "Sub-processors") listed in Schedule 2 to the Agreement to carry out specific processing activities. In the event of any change to the list of authorised Sub-processors, Tomorro will inform the Client in advance and in writing. Such notice must clearly indicate the processing activities being subcontracted, and the identity and contact details of the Sub-processor. The Client has 30 days from receipt of such notice to raise legitimate and reasoned objections, in particular where such change would prevent the Client from complying with its legal and/or regulatory obligations, where the security or compliance guarantees of the subcontractor would be insufficient, in the event of a conflict of interest, or where the Sub-processor has been subject to a sanction by a regulatory authority. In the absence of a notice of objection within that period, the Client shall be deemed to have accepted the engagement of the Sub-processor.

The Sub-processor is required to comply with the obligations of the Agreement on behalf of, and in accordance with the instructions of, the Client. It is for Tomorro to ensure that the Sub-processor provides the same sufficient guarantees regarding the implementation of appropriate technical and organisational measures such that the processing meets the requirements of the Applicable Regulations. If the Sub-processor fails to fulfil its data protection obligations, Tomorro remains fully liable to the Client for the performance by the Sub-processor of its obligations.

• Transfer of personal data outside the European Union:

Tomorro is authorised to transfer personal data processed under the Agreement to countries located outside the European Union, as listed in Schedule 2, subject to the implementation of appropriate safeguards as defined in Chapter V of the above-mentioned Regulation. Any future data transfer will be subject to the Client's prior consent, under the conditions set out above.

• Assistance and provision of information:

Tomorro undertakes to assist the Client and to respond as promptly as possible to any request for information addressed to it by the Client, whether in connection with a request to exercise data subject rights, an impact assessment, or a request from data protection authorities or the Client's data protection officer.

• Notification of personal data breaches:

Tomorro undertakes to notify the Client, within a maximum of forty-eight (48) hours of becoming aware of it, of any personal data breach affecting the processing covered by the Agreement, and to provide the Client with all useful information and documentation relating to such breach.

• Fate of the data:

Tomorro undertakes to:

• delete personal data within 30 days of expiry of the Agreement;
• and enable the Client to have it returned free of charge should it so wish, without retaining a copy, unless the Applicable Regulations require otherwise.

• Documentation:

Tomorro makes available to the Client, on request, all information and documents necessary to demonstrate compliance with its obligations and to enable audits to be carried out. The Client may accordingly carry out audits once a year (except in the event of a data breach, a significant security incident, or a request from a supervisory authority), at its own expense, in order to verify Tomorro's compliance with the obligations set out in this Article.

The Client will inform Tomorro of the holding of an audit with at least one month's notice. Tomorro reserves the right to refuse the identity of the auditor selected if it belongs to a competing company. The audit must be carried out during Tomorro's business hours and in a manner that disrupts its business as little as possible.

The audit may not, in any way, affect (i) the technical and organisational security measures deployed by Tomorro, (ii) the security and confidentiality of the data of Tomorro's other clients, or (iii) the proper functioning and organisation of Tomorro's operations. Where possible, the Parties will agree in advance on the scope of the audit. The audit report will be sent to Tomorro so that it may provide any comments or observations in writing, which will be appended to the final version of the audit report. Each audit report shall be treated as confidential information.

• Reuse of data by Tomorro:

Other than in the cases expressly provided for in this Agreement, and where Tomorro wishes to reuse the data for its own account, it undertakes to seek the Client's prior written authorisation. Tomorro will then act as controller and must comply with the obligations incumbent upon it under the Applicable Regulations.

Client's obligations towards Tomorro

The Client undertakes to:

• provide Tomorro with the personal data referred to in Schedule 2, excluding any personal data that is irrelevant, disproportionate or unnecessary, and excluding any sensitive data within the meaning of the Applicable Regulations, unless the processing so justifies, it being for the Client to establish such justification and to take all appropriate measures, in particular prior information, collection of consent and security measures, for such special categories of data;
• collect, under its own responsibility, in a lawful, fair and transparent manner, the personal data provided to Tomorro for the performance of its services, and in particular to ensure the lawful basis for such collection and the information owed to data subjects;
• maintain a record of processing activities and, more generally, comply with the principles arising from the Applicable Regulations;
• ensure, prior to and throughout the processing, compliance with the obligations set out in the Applicable Regulations.

Liability

The liability of each Party, in its entirety, arising out of or relating to this Article 14 of the Agreement, whether contractual, tortious or of any other nature, shall not exceed twice the total amount invoiced by Tomorro under the Agreement over the 12 months preceding the first event giving rise to liability.

‍

15. Confidentiality

Each Party undertakes to keep strictly confidential the documents, elements, data and information of the other Party that it may receive.

The Parties expressly agree from the outset that this confidentiality obligation covers:

• all documentation provided to the Client, demonstrations relating to the Solution, and the interfaces and dashboards offered;
• all data and Documents that Tomorro processes for the Client in connection with the Services.

All such information is hereinafter referred to as the "Confidential Information".

The Party receiving Confidential Information (the "Receiving Party") undertakes not to disclose it without the prior consent of the other party (the "Disclosing Party"), for a period of 5 years from the end of performance of the relevant Services.

This 5-year period does not apply to trade secrets, which must remain protected for as long as they retain their status as a trade secret, or, where applicable, for longer if required by law.

The Receiving Party may only disclose such Confidential Information to its employees, contributors, interns or advisors if they are bound by the same confidentiality obligation as that set out herein. This obligation does not extend to documents, elements, data and information:

• of which the Receiving Party already had knowledge;
• which were already public at the time of disclosure, or which subsequently become public without breach of the Agreement;
• which were lawfully received from a third party;
• the disclosure of which is required by judicial authorities, pursuant to applicable laws and regulations, or in order to establish a Party's rights under the Agreement.

If, notwithstanding the reasonable protective measures implemented, any Confidential Information is used or disclosed without authorisation, the Receiving Party undertakes to inform the Disclosing Party immediately and to take all measures requested by the Disclosing Party to prevent, delay or limit the consequences of such unauthorised use or disclosure.

This Article does not apply to personal data processed under the Agreement, which is governed exclusively by the provisions of Article 14 and by the liability regime specifically defined therein, to the exclusion of any other liability regime provided for under the Agreement, including that set out in this Article.

‍

16. Subcontracting

Tomorro reserves the right to engage subcontractors to perform the Services, which the Client expressly accepts. Tomorro remains, in all cases, solely liable to the Client for the proper performance of the Services so subcontracted, as if it had performed them itself.

1. Social regulations

Tomorro represents that it complies with applicable tax and social security legislation, is up to date with the payment of social security contributions, and is able to provide evidence of compliance with the various applicable obligations in this respect, at the Client's request. Tomorro must, at the Client's request and as often as necessary until the end of performance of the Agreement, provide the following documents:

• an identification card evidencing registration with the trades register, or an extract of registration with the Trade and Companies Register dated less than 3 months previously (extrait K or KBIS), or an equivalent document for a foreign company;
• a certificate of provision of social security filings issued by the social security body responsible for collecting the contributions owed by Tomorro.

‍

17. Force majeure

Neither Party shall be liable for any temporary difficulty or impossibility in performing these terms arising from force majeure. The Parties agree to construe force majeure as events usually recognised as such under Article 1218 of the French Civil Code and by the French courts, including in particular strikes, terrorist activities, riots, insurrections, wars, government actions, epidemics, natural disasters, or a failure attributable to a third-party telecommunications provider, to the extent that it itself meets the requirements of Article 1218 of the French Civil Code.

In the event that a case of force majeure prevents a Party from performing its obligations and continues for more than one month, the Agreement may be terminated by either Party by registered letter with acknowledgement of receipt, without either Party owing the other any indemnity.

‍

18. Effects of the end of the Agreement

At the end of the Agreement, for whatever reason, access to the Solution and the Services will cease.

With the exception of anonymised data, which is owned by Tomorro, Tomorro undertakes, in the event of termination of the Agreement for any reason, to destroy the data and information collected under the Agreement thirty (30) days after the effective date of termination, and not to retain any copy.

Tomorro will give the Client access to the Solution to enable it to retrieve its Client Data within the aforementioned period.

‍

20. Reversibility

From the date of termination or expiry of the Agreement, for whatever reason, the Client has a period of thirty (30) calendar days (the "Reversibility Period") to download directly from the Solution the Client Data it wishes to retain.

Downloads are made in a standard format suited to the nature of the data concerned: Word (.docx) or PDF for contractual documents and textual data, CSV for structured data and data exports.

The Client may request the assistance of Tomorro's support team to carry out these download operations, provided that its request is sent to Tomorro before the Reversibility Period expires. Such assistance is provided free of charge. Any request from the Client going beyond assistance with data retrieval (e.g. data restructuring) may be subject to additional invoicing, on a quoted basis.

Upon expiry of the Reversibility Period, Tomorro will permanently delete all Client Data, without further notice and without any possibility of subsequent retrieval. The Client acknowledges that it is responsible for retrieving its Client Data within the Reversibility Period, and that Tomorro cannot be held liable for the loss of data not retrieved within that period.

21. Amendments

Tomorro reserves the right to modify its Services at any time.

The Client will be informed of such changes by any useful written means, including by email to the Administrator's address, at least thirty (30) days before the effective date of the change.

In the event of a change adversely affecting the essential functionalities of the Service(s) subscribed to by the Client, the Client may terminate its Agreement without cost or indemnity within thirty (30) days of the date of the relevant notice.

Any use of the Service after that period will be deemed to constitute the Client's acceptance of the change. It is specified that no termination may take place where the changes made are imposed by regulation and/or do not adversely affect material elements of the Service subscribed to by the Client. It is specified that only the latest up-to-date version of the Service will be available.

Any amendment to the terms of this Agreement shall be made by an amendment signed by the Parties.‍

‍

22. Notices

All notices, communications or requests made under this Agreement shall be validly made in writing and sent by email.

Unless otherwise provided, the Parties agree that any notice shall be deemed received and shall take full effect on the date it is sent, provided no non-delivery error message is received, where it is sent:

• for the Client, to the email address of the Administrator as designated by the Client (the communication will be sent to all Administrators, where applicable);
• for Tomorro, to support@tomorro.com or to the email address of the Client's usual contact within Tomorro's teams (in particular the Customer Success Manager in charge of the Client's account).

Each Party undertakes to keep its contact point's details up to date and to notify without delay any change to the relevant email address.

‍

23. Electronic signature

The User acknowledges and agrees that documents and contracts signed via the Tomorro platform may be signed by way of a simple electronic signature, as defined by Regulation (EU) No. 910/2014 of 23 July 2014 (the eIDAS Regulation).

The Client acknowledges that this method of signature constitutes a valid contractual commitment, unless proven otherwise.

‍

24. Governing law and jurisdiction

The Agreement is governed by French law and shall be construed in accordance with French law.

Any dispute arising in connection with its validity, interpretation or performance shall be submitted to the exclusive jurisdiction of the Paris Commercial Court (France). The Parties nevertheless undertake to attempt to resolve any dispute through an amicable phase, which may not exceed sixty (60) days from the occurrence of the dispute, before referring the matter to any competent court.

‍

Schedule 1: Pricing and description of the Services

Features:

a) Contract generation

Customisable contract templates

Automated contract drafting

Integration of standardised and specific clauses (Playbook)

b) Contract negotiation

Online collaboration tools for contract negotiation

Functional text-editing tool (Word-type or equivalent) and Microsoft Word add-in

Track changes and version control

Management of comments and annotations

c) Contract signature

Secure electronic signature

Integration with recognised electronic signature solutions (e.g. DocuSign)

Multi-factor authentication for execution of the signature

d) Contract storage and management

Secure contract archiving

Advanced contract search and filtering features

Notifications and reminders for deadlines and renewals

e) Process automation

Automated workflow for contract approval and validation

f) Artificial intelligence features

Automatic extraction of key data from contracts

Contract summary

Chatbot for searching contract-related information

Recognition, analysis and storage of contracts in the repository via drag-and-drop upload or a generic email address

AI-assisted contract review
‍

‍

‍Schedule 2: Personal data

1. Processing of personal data carried out by Tomorro in connection with the management of its contractual relationship with the Client

In connection with their contractual relationship, the Parties exchange personal data relating to their respective staff in order to enable the negotiation, signature, performance or monitoring of the Agreement. In this respect, they each act as controller.

Each Party represents that it complies with the obligations and all rules imposed by applicable data protection legislation for all processing for which it is responsible.

2. Processing of personal data carried out by Tomorro as controller

‍

‍3. Processing carried out by Tomorro as processor under the Agreement entered into with the Client, itself acting as controller

Tomorro is authorised to process the personal data necessary on behalf of the Client, as controller, in order to provide the Services and access to the Solution as described in the Agreement.

‍

4. List of authorised Sub-processors

List of authorised optional Sub-processors

5. Security of data processed during performance of the Agreement

This section sets out the full set of minimum compliance measures implemented by Tomorro in performing the Agreement with the Client.

In all cases, Tomorro complies with any instruction from the Client regarding the security of data processed under the Agreement and, where applicable, uses exclusively the equipment made available to it by the Client for carrying out its mission, such equipment benefiting from the minimum guarantees required by the Client for performance of the Agreement.

Tomorro acknowledges that, owing to the evolving nature of information system security requirements, such measures may be subject to change and must be kept up to date throughout the contractual relationship.

Tomorro undertakes to comply with the fundamental principles of data security, in particular the following requirements:

5.1.(1) Awareness

Tomorro undertakes to keep itself informed of the minimum data security requirements.

Tomorro further undertakes to strictly comply with the confidentiality of any data to which it has access and on which it may work in the course of performing the Agreement.

5.2.(2) Identification and authentication

Tomorro undertakes to deploy authentication security measures ensuring compliance with Deliberation No. 2022-100 of 21 July 2022 adopting a recommendation on passwords and other shared secrets, and/or any other recommendation published by the French data protection authority (CNIL).

Tomorro further undertakes to deploy security measures on its authentication spaces designed to prevent "brute force" and/or "credential stuffing" attacks, in accordance with the state of the art.

Tomorro must secure all access to its equipment and tools using strong authentication methods and will in particular use a complex password of a minimum length and two-factor authentication.

It must in particular require, on its equipment and the tools it uses in performing the Agreement, that passwords be changed after being reset, and must limit the number of attempts to access a User's Account.

5.3.(3) Access traceability and incident management

Tomorro undertakes to notify its Clients if it suffers a security incident, so that they may take any measures necessary to secure the data concerned.

Tomorro must inform its Clients if it suffers theft of equipment or data, an intrusion, theft of credentials, or identity or account impersonation affecting the Client's data.

In this respect, Tomorro must contact the Client's DPO or security department, who may be reached at: contact@gotomorro.com

5.4.(4) Securing of workstations and mobile devices

Tomorro must install the latest security updates on its staff's workstations without delay, including:

automatic session lock;

an up-to-date anti-malware solution;

an anti-intrusion device (firewall);

a system enabling data integrity to be ensured (logging/history);

a back-up system;

a data encryption system, in particular for data stored on disk.

5.5.(5) Securing of network traffic

Tomorro undertakes to:

restrict network traffic by means of a firewall;

deploy a VPN for remote access (or where accessing an unsecured wifi network); in the absence of such protection, Tomorro shall refrain from connecting to an unsecured wifi network in the context of its Mission;

secure WIFI traffic through the use of the WPA2 or WPA2-PSK protocol.

5.6.(6) Where Tomorro administers its own server(s)

It undertakes to:

restrict access to administration tools and interfaces;

carry out periodic vulnerability scans against software threats;

install updates;

encrypt stored data;

install anti-virus software and a firewall;

carry out regular back-ups and store them securely, in particular in a location separate from that of the server(s).

5.7.(7) Securing of exchanges with the Client and, where applicable, with any body with which Tomorro may exchange information in connection with the provision of the Services

Tomorro undertakes to use encrypted means of communication, including email, instant messaging, videoconferencing tools, and attachments where the email itself is not encrypted.

Where possible, Tomorro must encrypt the data processed on behalf of the Client and, in particular, ensure the separation of data processed for different clients.

‍

Schedule 3 : Service Level Agreement

1. Response time

Tomorro guarantees that the CLM solution ensures an average response time of 3 seconds or less, 99% of the time.

The average response time will be measured at Tomorro's servers using a performance monitoring and analysis tool. These measurements will be calculated on a monthly basis.

2. Availability rate

Tomorro undertakes to ensure the permanence, continuity and quality of access to the Solution and the Services.

Tomorro will use its best efforts to maintain access to its Solution 24 hours a day, 7 days a week, and guarantees monthly availability of 99%, except in the event of force majeure or scheduled/evolutive maintenance.

The availability rate is measured at the Company's servers using a monitoring tool, accessible at https://tomorro.instatus.com.https://tomorro.instatus.com

The Service is deemed unavailable where there is an interruption of traffic to the Client's network due to disruption on Tomorro's network or, more generally, on a component under its responsibility (other than in cases of scheduled/evolutive maintenance).

Partial or total unavailability of the Services is not considered a failure in the following cases:

1. Maintenance;
2. Partial or total failure of the Client's servers. The Client's servers are the IP addresses to which the network is redirected;
3. Failure of equipment, cabling, services or networks not included in the Services provided by Tomorro or not under Tomorro's responsibility;
4. Intervention or action by the Client, in particular through misconfiguration applied to the Services;
5. Suspension or discontinuation of the Services in accordance with the Agreement;
6. An event of force majeure.

3. Corrective maintenance

In the event of a hardware and/or software failure of its equipment (an "Anomaly"), Tomorro undertakes to use all means necessary to restore access to the Solution and the Services within the timeframes below and at its own expense.

An Anomaly occurs during the period in which one or more Services defined in this Agreement are unavailable to the Client. It is understood that only Tomorro's characterisation of an Anomaly (namely, critical, major or minor) shall be authoritative in determining the associated correction response times.

This service level guarantee does not cover any failure or interruption of the Solution arising from telecom operators or internet access providers.

4. Penalties

In the event Tomorro fails to comply with the Solution's response times, the intervention timeframes for corrective maintenance and/or the Solution's availability level, the Client may request that Tomorro pay it penalties, which will be deducted from its next invoice, under the conditions set out below.

Penalties are not cumulative. Payment of penalties is in full and final settlement (libératoire) of any other compensation for failure to meet the SLA level. Accordingly, the Client expressly waives any right to claim any other damages, in addition to payment of such penalties, for failure to meet the intervention timeframes for corrective maintenance and/or the Solution's availability level. The total monthly amount of penalties is capped at 30% of the monthly amount, whether relating to the availability rate or to intervention timeframes. The amount of penalties will be pro-rated in the event of annual invoicing.

The Client must send its request within thirty (30) days of the occurrence of the Anomaly in order to benefit from the associated penalties. No penalty will be due after that period.

For the Solution's response time

For correction of Anomalies

‍