Effective date: 21/03/2025
Kolsquare, S.A.S company with capital of 19.116 euros, headquartered at 124 rue Réaumur - 75002 Paris, registered in the Paris Trade and Companies Register under number 529 297 483, represented by its Chairman, Mr Quentin Bordage ("Kolsquare") publishes the Platform. The Platform allows the Customer to search for KOLs (as defined below), to view their profiles and to access contact features or arrange payment of their services. Kolsquare also offers Services associated with the Platform, such as the creation and optimization of communication campaigns on social networks and the tracking, analysis and sharing of KOL statistics.
Subscription: means the contract concluded between Kolsquare and a Customer, consisting of the General Terms and Conditions of Subscription and the Order Form, governing access to and use of the Platform and Services, as well as the number of Licenses granted and the applicable financial conditions;
Annex: refers to any annex to the Subscription;
Purchase Order: refers to the written document signed by the Customer, indicating the nature of the Subscription taken out, the applicable financial conditions and, where applicable, the special Subscription conditions applicable by way of derogation;
Campaign: refers to any communication campaign, in particular influencer marketing, organized by the Customer and, where applicable, by its Users in collaboration with a KOL;
GCU: refers to the general terms and conditions of use of the Platform;
Customer: refers to any individual or legal entity, in particular any advertiser, advertising agency or brand, having subscribed to a Subscription in the context of its professional activity, as identified in the Order Form;
General Terms and Conditions of Subscription or GTC: refers to the present terms and conditions governing relations between the Parties;
Content: refers to any data and/or content freely accessible from social networks and made accessible in an automated manner via the Platform or by Customers, Users and KOLs;
Identifier: refers to any confidential code or password enabling the Customer and/or Users to identify themselves and connect to the Service. Identifiers include in particular the connection identifier, the connection password and the e-mail address.
KOL: refers to a Key Opinion Leader working in a professional capacity and referenced on the Platform, i.e. a natural or legal person active on social networks who, by virtue of his or her status, position or media exposure, is able to act as a relay of opinion influencing consumer habits for marketing purposes;
Licence: means the non-exclusive authorisation given by Kolsquare to access the Platform, granted by name to a User and the number of which is specified in the Order Form;
Party(ies): means Kolsquare and the Customer, individually or jointly;
Platform: refers to the platform published for professional purposes by Kolsquare and made available to the Customer in Software as a Service mode, accessible at kolsquare.com, allowing in particular to put brands and influencers in contact;
Price: means the amount of royalties indicated on the Order Form corresponding to the License(s) subscribed to by the Customer, and any additional option(s) indicated on the Order Form where applicable;
Services: refers to the services associated with the Platform offered by Kolsquare, such as support to optimize the use of the Platform, the implementation and optimization of communication campaigns on social networks and the monitoring, organizing the payment of KOL services using dedicated tools, analysis and sharing of statistics of KOLs and messaging made available through the Platform.
User: means any natural person of legal age who is an employee or service provider of the Customer and who has been duly authorized by the Customer to use the Platform for professional purposes under the conditions set out in the Customer's Subscription.
The purpose of the General Terms and Conditions of Subscription is to define :
The General Terms and Conditions of Subscription constitute the legal basis of the Subscription, and may be modified by stipulations inserted in the Purchase Order. In the event of any contradiction between the Purchase Order and the General Terms and Conditions of Subscription, the stipulations of the Purchase Order shall prevail over the stipulations of the General Terms and Conditions of Subscription.
The General Terms and Conditions of Subscription applicable to the Subscription are those in force when the Customer signs the Order Form and which are given to him on that occasion.
The Subscription Terms and Conditions take precedence over any other document and, in particular, over the Customer's general terms and conditions of purchase, unless a framework agreement or specific commercial agreement has been concluded with the Customer.
The General Terms and Conditions of Subscription are supplemented by the Platform's General Terms and Conditions of Use, which can be accessed at any time on the Platform. The Customer acknowledges having read, understood and accepted the GCU. In the event of any contradiction between the General Terms and Conditions of Subscription and the GCU, the provisions of the General Terms and Conditions of Subscription shall prevail for the interpretation of the obligation considered.
3.1 Technical requirements: To access the Platform, the Customer must cumulatively :
3.2 Identifiers and confidential code : User IDs must be kept strictly personal and confidential. The Customer undertakes on his behalf and for that of the Users to keep secret his Identifiers and not to disclose them in any form whatsoever and to a third party, and to take all measures to protect them against unauthorized access. The Customer undertakes to inform Kolsquare, without delay, in the event of unauthorized disclosure or loss of the Identifiers. It is specified that Kolsquare shall use its best efforts to ensure the security of the Platform and maintain the confidentiality of data entered, produced and exchanged between Users. However, Kolsquare cannot be held responsible in the event of malicious intrusion into the storage space reserved for the Customer, unless it can be demonstrated that the security measures implemented by Kolsquare were seriously deficient. Furthermore, Kolsquare cannot be held responsible for any lack of vigilance of Users in maintaining the confidentiality of their login and password.
3.3 Licenses. To enable Users to access the Platform, the Customer must subscribe to as many Licenses as there are Users. The Customer undertakes not to grant access to the Platform to any employee and/or service provider who does not hold a License.
4.1 Use of the Services and Platform :
The Customer undertakes to use the Platform and Services in accordance with the GCU, and is responsible for Users' compliance with the GCU.
The Customer undertakes to make appropriate use of the Platform. The Customer acknowledges and accepts that the acts listed below (without this list being limitative) constitute unauthorized use of the Platform:
The Customer shall refrain, in all circumstances, from (i) reproducing, representing, communicating and/or distributing all or part of the Platform, (ii) (ii) transfer, provide, lend, rent, sub-license or grant other rights to use the Platform, or more generally, communicate to a third party or an affiliated company all or part of the Platform (iii) decompiling or reverse engineering the Platform, (iv) accessing or attempting to access the data and/or accounts of Users or other Kolsquare customers on the Platform and (v) directly or indirectly registering trademarks identical or similar to the name of the Platform as well as any domain name identical or similar to the name of the Platform.
The right of use is granted to the Customer only subject to full payment of the prices agreed in the article “Financial conditions”.
In the event of non-compliance by the Customer or a User with any of the obligations set out in this article, the Customer will be liable for a penalty corresponding to three (3) monthly payments as defined in the Purchase Order, notwithstanding any damages to which Kolsquare may be entitled. It is specified that such a breach authorizes Kolsquare to suspend access to the Platform and the Licenses until the Customer remedies the breach.
As part of the Services, Kolsquare undertakes to present to the Customer and Users the Services and the Platform, and as such, to provide documents presenting the features of the Platform. Kolsquare undertakes to inform the Customer of any changes in the functionalities of the Services and the Platform.
The Platform is accessible 24 hours a day, 7 days a week, unless the Subscription or the Platform is interrupted for maintenance purposes or due to force majeure (article 13). In such cases, Kolsquare undertakes to do everything in its power to restore access to the Service as quickly as possible.
Kolsquare undertakes to carry out maintenance operations under the conditions stipulated in the applicable service levels, accessible at the following address: https://bit.ly/SLAKolsquare
Kolsquare will make its best efforts to inform the Customer of any planned maintenance operation in the event that this operation should be carried out during the working hours of the technical support or if the interruption of access to the Platform should be carried out over a period of several hours.
Kolsquare provides the Customer with technical support available from 9am to 6pm (working days), whose conditions of intervention are defined in the SLA accessible at the following address: https://bit.ly/SLAKolsquare.
Technical service contact: support@kolsquare.com
From the time of subscription, Kolsquare undertakes to train the Customer in the use of the Platform under the following conditions:
Kolsquare provides the Customer with a privileged contact (available from 9am to 6pm on working days) who will collect his feedback in order to optimize the use of the Services and improve their operation. The Customer's contact may be replaced by Kolsquare, at its sole discretion and at any time during the Subscription, temporarily or permanently, which the Customer acknowledges and accepts.
Customer service contact: customer_success@kolsquare.com
The Subscription Price is specified in the Order Form in force between the parties. All amounts indicated in euros are exclusive of tax.
The Customer agrees to transmit to Kolsquare, at the date of the Subscription, all information necessary for billing and in particular the email address of its accounting department, SIRET and VAT numbers, as well as its billing address.
Upon subscription, Kolsquare will send the Customer an invoice corresponding to the Price indicated on the Order Form.
The Customer undertakes to pay, by bank transfer, to Kolsquare the Price indicated in the Order Form upon receipt of the invoice issued by Kolsquare.
In accordance with article L.441-10 of the French Commercial Code, any delay in payment will automatically and without prior notice result in the payment of interest calculated on the amount outstanding on the due date on the basis of the rate applied by the European Central Bank plus ten (10) percentage points, the payment of a fixed indemnity for collection costs of €40, as well as the reimbursement of costs incurred by Kolsquare, in particular legal costs, to obtain payment of its invoices.
Accounting contact: comptabilite@kolsquare.com
Any invoice sent to the Customer by e-mail and not seriously contested by written within eight (8) working days will be deemed to have been accepted without reservation.
7.1.1 Fixed term :
The duration of the Subscription is indicated on the Order Form in force between the parties.
The Subscription will be renewed by tacit agreement for successive periods of the same duration as that indicated in the Purchase Order, unless one of the Parties gives notice of termination to the other Party one (1) month before the renewal date.
In case of termination of the Subscription by the Customer before its term, the Customer will be liable for all sums that should have been paid to Kolsquare if the Subscription had been executed until its term.
7.1.2 Indefinite term :
In the event that the Subscription is taken out for an indefinite period, in accordance with the Purchase Order, either Party may terminate the Subscription at any time, ipso jure, by registered letter with acknowledgement of receipt, sent to the other Party, giving three (3) months' notice.
In the event of a breach by one of the Parties of its obligations, the defaulting Party will have a period of ten days following formal notice by the other Party to remedy the situation, it being specified that the letter of formal notice must refer to this stipulation if it is possible to remedy the situation. If, however, it proves materially impossible to remedy or impossible to remedy within the prescribed period, the Subscription may be terminated ipso jure, to the exclusive detriment of the Party in breach of its contractual obligations, without prejudice to any damages to which Kolsquare may be entitled as a result of the Customer's breach of its obligations.
In accordance with the GTU of the Platform, Kolsquare will notify the suspension of all or part of the Licenses, or the Subscription, or the deletion of the Licenses of the Customer on the Platform in case of violation of the GTU by the Customer or one of its Users, or the law or regulation in force, and Kolsquare will give notice to the Customer to cease this violation. The Customer will have a period of eight (8) days to remedy, failing which, Kolsquare may delete the account of the Customer and its Users on the Platform.
In addition, in the event of a particularly serious breach of its obligations by the Customer, Kolsquare may suspend or terminate the Subscription automatically, without notice and without compensation being due to the Customer, if the Customer, in particular:
During the period of suspension of the Subscription, the
invoices issued by Kolsquare remain payable by the Customer.
Termination of the Subscription, for any reason whatsoever, entails :
The following stipulations survive the suspension or termination of the Subscription, whatever the cause: Articles "4.3 Penalties", "7.3 Consequences of termination of the Subscription", "7.4 Data reversibility", "9. Warranties and liability", "10. Intellectual Property", "11. Protection of personal data" and "13. Miscellaneous".
In the event of termination of the Subscription, Kolsquare undertakes to return or destroy (subject to the legal obligations of Kolsquare requiring it to retain data), at the Customer's option, at the first request of the latter made by registered letter with acknowledgment of receipt and within thirty (30) days following the date of receipt of the request, all data - identified by the Customer and belonging to the latter - in a standard format readable without difficulty in an equivalent computer environment.
The Customer has fifteen (15) days after termination of the Subscription to exercise this option and make the request in writing to Kolsquare.
Kolsquare may modify the General Terms and Conditions of Subscription at any time, including the Subscription Price or certain features of the Services. The Customer will be informed at least one (1) month prior to their entry into force.
Modifications apply to the Subscription in progress. In the event of modification or deletion of an essential element of the Subscription (in particular in the event of an increase in Price), the Customer may terminate the Subscription by registered letter with acknowledgement of receipt, without penalty and without right to compensation, within one (1) month of the modification being sent by Kolsquare.
If the Customer does not terminate the contract or express his intention to do so within the allotted time, the modification will be deemed to have been accepted by the Customer.
Kolsquare implements all means necessary for the proper functioning and maintenance of the continuity of the quality of the Platform and Services. Kolsquare provides the Platform under an obligation of means.
Kolsquare will make its best efforts to ensure that the Platform operates 24 hours a day and 7 days a week but does not guarantee that the Platform will operate without interruption or malfunction. Kolsquare retains the right to suspend or stop all or part of the Platform and the Services, for maintenance reasons under the conditions of the service levels, or in the event of an event of force majeure.
Kolsquare guarantees that it is the owner of the intellectual property rights relating to the Platform.
Kolsquare does not guarantee that subscribing to the Subscription and using the Platform will generate Campaigns, ensure contractual relationships between Customers and KOLs or improve the performance of the Customer's business.
Kolsquare is not responsible for :
Kolsquare may only be held liable for damage directly and exclusively caused by Kolsquare. In any event, the total amount of compensation and any sum payable by Kolsquare under the Platform and Services to the Customer may not exceed the total price paid by the Customer under the Subscription during the six (6) months preceding the incident giving rise to the liability of Kolsquare. In any event, Kolsquare will only be held liable if the Customer has made a claim, by registered letter with acknowledgement of receipt, within one month of the said occurrence.
The intervention of Kolsquare is limited to the sole provision of Services, to the exclusion of all others. In this regard, the Customer acknowledges and accepts that the Services are provided personally, Kolsquare is not intervening in any way in the relationship between the Customer, Users and any other third party. Thus, it is specified that Kolsquare reserves the right to propose tools of payment on the Platform via the integration of tools exploited by thirds parties aiming at organizing the payment of the services of the KOL within the framework of the organized Campaigns. In this situation, the Customer is informed that the payment service offered (directly on the Platform or via a redirection to a third party tool) is based on the integration of a third party partner with whom Kolsquare has entered into a specific agreement. However, Kolsquare can in no way be assimilated to the publisher or operator of the said payment service, which is organized exclusively by the partner selected by Kolsquare and with whom the Customer will be invited to contract within the framework of a dedicated agreement. Kolsquare remains the exclusive and privileged point of contact for the Customer with regard to the use of the aforementioned payment service. However, Kolsquare cannot be held liable in the event of any failure and/or difficulty relating to the payment service offered, and it is the Customer's responsibility to contact the partner identified for this purpose in accordance with the terms of the specific agreement entered into. In any event, the Customer undertakes to hold Kolsquare harmless in any dispute or litigation between it and the partner offering payment services in this context and to take personal responsibility for their resolution. The Customer is invited to contact Kolsquare without delay and in the first instance in the event of any difficulty linked to the use of the said payment service made available within the framework of the Services. Furthermore, the Customer is informed that all relations with the Customer, including any payments organized via the proposed payment tool, must be managed exclusively on the Platform; so that the Customer agrees not to collaborate directly or indirectly with the KOL without the intervention of Kolsquare for this purpose.
More generally, Kolsquare is free to choose the practical and organizational methods to provide the Services, provided that it remains in accordance with good practice. In particular, Kolsquare is the sole judge of the material resources (partners, tools, etc.) and, where applicable, human resources that it decides to allocate to the provision of the Services.
Kolsquare's trademarks, the Platform and all of its content, features and functionality, excluding Content relating to KOLs collected automatically on their various social networks, are the exclusive property of Kolsquare and are protected respectively by trademark law, copyright, and database law.
Any reproduction in whole (such as a screenshot of the Platform) or in part - for external use is subject to the prior written consent of Kolsquare, failing which access to the Platform may be suspended.
Kolsquare grants a right of access and use limited, personal, non-transferable and non-exclusive allowing the Customer to use the Platform and Services in accordance with the GTC and GCU in its version existing on the date hereof and in any future versions, as well as its technical documentation, in SaaS mode, for the sole purpose of providing the Services and only for the Users specified in the Order Form, whom the Customer has previously authorized to use the Platform.
The Customer acknowledges that access to the Platform does not confer any ownership rights to the Platform, its content, features and functionalities.
The Customer shall refrain from infringing upon the elements of the Platform protected by intellectual property rights, and in particular from reproducing, representing, modifying, adapting, translating, extracting and/or reusing any qualitatively or quantitatively substantial part thereof. The Platform may only be used for the Customer's professional and internal needs, and may under no circumstances be made available to third parties or commercialized.
Any use of the Platform that is not expressly authorized by the GTC and the GCU constitutes a violation of the GTC and may be subject to legal action, in particular for counterfeiting.
The Customer is the owner of all intellectual property rights relating to the data and any other element that he, or that Users, may upload to the Platform. Kolsquare will not use them for any purpose other than the use of the Platform for the duration of the Subscription.
The Customer is informed that the Platform allows access to the KOLs' Content (including Content posted ephemerally by the KOLs on social networks, such as stories) accessible via the KOLs' social networks. The Content and any brands that may be included in it may be protected by intellectual property rights. Similarly, in the case of a Campaign with a KOL, the Customer and the KOL concerned will determine the conditions of their collaboration, including the rights relating to the Content. Kolsquare does not intervene in the organization of a Campaign, nor in the contractual relations between the Customer and the KOL.
In this respect, the Customer undertakes to use the Platform and the Content solely for their commercial and marketing development needs, to the exclusion of any other use.
Consequently, the Customer is not authorized and refrains from marketing, distributing or communicating to the public in any way whatsoever, the Content without the prior written authorization of KOL.
The Customer may only use the Content accessible via the Platform for the purposes set out in the Services and in compliance with the general terms and conditions of the social networks from which the Content is collected, applicable regulations and the rights of third parties.
The Customer is responsible for Users' compliance with this stipulation.
The Subscription as well as all information relating to the negotiation, discussions and/or talks as well as information, documents or data of any kind, in particular commercial, contractual and/or financial, transmitted or brought to the attention of the Parties, in any form whatsoever, in writing or orally, including via the Platform, such as KOL statistics, relating to the conclusion, performance and aftermath of the Subscription are confidential (the "Confidential Information").
Consequently, each of the Parties undertakes not to disclose, directly or indirectly, in whole or in part, to any third party the existence or content of the Confidential Information without the express prior consent of the other Party.
Each Party undertakes (i) to take all necessary measures to ensure the strict confidentiality of the Confidential Information and (ii) to use the Confidential Information solely and exclusively for the purpose of executing the Subscription and its consequences.
As an exception to the foregoing, a Party may disclose Confidential Information:
Any material or immaterial contribution of any kind made by a Party for the performance of the Subscription shall remain its exclusive property.
At the request of one of the Parties, or upon termination or cancellation of the Subscription for any reason whatsoever, the other Party undertakes to immediately return all documents and items of any kind entrusted to it. The Parties undertake not to keep any copies, including digital copies.
This confidentiality agreement is valid for the entire duration of the Subscription and for a period of five (5) years from its termination, for any reason whatsoever. The Party in breach of its obligation of confidentiality irrevocably undertakes to compensate the other Party for any loss or damage resulting therefrom.
Kolsquare collects and processes personal data from Customers and Users when they use the Platform.
Kolsquare's privacy policy, accessible at all times on the Platform, explains how Kolsquare protects the privacy of Customers and Users and their rights.
The Parties undertake to comply with the regulations on the protection of personal data and in particular Regulation (EU) No. 2016/679 of April 27, 2016 on the protection of individuals with regard to the processing of their personal data and Law No. 78-17 of January 6, 1978 on data processing, files and freedoms (together, the "Applicable Regulations"). The Parties shall individually fulfil their obligations under the Applicable Regulations.
The Customer undertakes to provide the KOLs, when it organizes a Campaign with them, with all the information required under Applicable Regulations and relating to the processing of their data that it will carry out and to obtain, if necessary, their prior consent.
For the purposes of this article, the Parties agree to comply with the Kolsquare data protection agreement and will provide each other with the contact details of their respective data protection officers or data protection delegates.
Capacity: The Parties declare that they have full capacity to enter into the Subscription and have no legal, contractual or judicial impediment to entering into the Subscription. The Parties are duly authorized to enter into the Subscription and have assessed the nature and scope of their commitments.
Independence of the Parties: The Parties expressly declare that they are and will remain, for the duration of the Subscription, independent business and professional partners. Accordingly, the Parties shall at all times act independently of each other, and no provision of the Subscription shall create or be construed as creating for either Party any relationship of subordination to the other Party.
Cooperation of the Parties: The Parties agree to cooperate closely, in good faith and in a spirit of loyalty and efficiency within the framework of their relations. In particular, each Party undertakes to inform the other of any difficulties, particularly technical, human, financial or organizational, which may have an impact on the performance of its obligations under the Subscription, and to seek with the other Party, as far as possible, a solution acceptable to all and preserving the interests of the other Party. In addition, the Parties shall refrain from any disparagement and from damaging, in any way whatsoever, the image of the other Party.
Force majeure: Neither Party may be considered in default under the terms of the Subscription if the performance of its obligations, in whole or in part, is delayed or prevented as a result of a situation of force majeure as defined in article 1218 of the French Civil Code, and associated case law.
In the event of force majeure, the affected Party will inform the other Party of the impediment, indicating its estimated duration. After thirty (30) days, the Subscription may be terminated at the initiative of either Party, by registered letter with acknowledgement of receipt, without entitlement to compensation.
Unforeseeability: Each of the Parties declares that it expressly waives its right to invoke the provisions of article 1195 of the French Civil Code and the unforeseeability regime provided for therein, and consequently undertakes to assume its obligations even if the contractual balance is upset by circumstances that were unforeseeable when the Subscription was concluded, even if their execution proves excessively onerous, and to bear all the economic and financial consequences thereof.
Agreement of proof: The Customer acknowledges and expressly accepts: (i) that the data collected on the Platform and the computer equipment of Kolsquare are proof of the reality of the operations carried out in the context of the present and (ii) that these data constitute the principal means of proof accepted between the Parties, in particular for the calculation of the sums due to Kolsquare for the use of the Services.
Non-waiver: The fact that one of the Parties does not avail itself of a commitment by the other Party to any of the obligations provided for herein shall not be construed as an acquiescence or waiver of the obligation in question.
Non-solicitation: The Customer agrees not to hire or solicit the hiring or services (in any form whatsoever), for himself or for a third party, directly or indirectly, of any employee of Kolsquare or to induce any employee of Kolsquare to cease the functions he performs or will perform within Kolsquare.
This obligation will end twenty-four (24) months after termination of the Subscription for any reason whatsoever.
In the event of non-performance of this obligation by the Customer, the Customer undertakes to pay Kolsquare, as a penalty clause, a sum equal to twelve (12) months of the monthly salary (after deduction of employer and employee social security contributions) paid by Kolsquare to its employee on the date on which the non-performance of the obligation is noted. This penalty will be due for each Kolsquare employee hired by the Customer or whose services are requested by the Customer in any form whatsoever. This penalty is indivisible and is acquired by Kolsquare even in the event of termination of the Subscription.
Nullity of a clause of the GTC: Should any of the stipulations of the GTC be null and void, such nullity shall not entail the nullity of the other stipulations of the GTC, which shall remain in force between the Parties.
Enforceability of electronic exchanges: In accordance with Article 1366 of the French Civil Code, the Parties acknowledge that documents exchanged electronically have the same evidential value as written documents on paper. Documents sent by Kolsquare electronically to the e-mail address provided by the Customer are therefore opposable to the Customer. In addition, the data collected and stored through the Platform have evidentiary value as to its use by the Customer and the Services provided by Kolsquare. The data and computer or electronic support will therefore constitute valid evidence and, as such, will be admissible under the same conditions and with the same probative force as any document that would be established, received or retained in writing. It is understood between the Parties that the present contract may be signed by any electronic means, the Parties acknowledging the reliability of the process, thus giving it the same legal value as a handwritten signature within the meaning of the law.
References: Kolsquare is expressly authorized by the Customer to use and/or reproduce the latter's trade name and logo on all internal and external media, in particular its communication media as a reference or on any occasion, for marketing, commercial or advertising purposes and to mention the partnership with the Customer.
Subcontracting and partners: As an exception to the foregoing, the Kolsquare reserves the right to use subcontractors or partners in order to provide the services defined above, particularly with regard to the payment services offered. The Parties expressly acknowledge and accept that, should such subcontractors be required to process personal data, the provisions of the “Protection of personal data” article shall apply.
Transfer and assignment of the Subscription: The Subscription is concluded intuitu personae, the Customer agrees not to transfer it and/or any rights and obligations arising therefrom to a third party by any means and for any reason whatsoever. As an exception, the Customer expressly authorizes Kolsquare to transfer the Subscription and/or any rights and obligations to another company, particularly in the event of a change of direct or indirect control as defined in article L233-3 of the French Commercial Code.
Applicable law and disputes: The Subscription is governed by French law. In the event of a dispute between the Parties, the Parties shall endeavor to find an amicable solution in good faith within thirty (30) days of the referral of the dispute to the other Party by the most diligent Party. IN THE ABSENCE OF AN AMICABLE AGREEMENT, ANY DISPUTE RELATING TO THE INTERPRETATION, EXECUTION AND/OR TERMINATION OF THE SUBSCRIPTION AND ANY DOCUMENT OR ACT ANCILLARY THERETO SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE COURT OF APPEAL OF PARIS, BOTH ON THE MERITS AND ON APPEAL, INCLUDING IN THE EVENT OF A WARRANTY CLAIM OR MULTIPLE DEFENDANTS.
