General Terms and Conditions of Sale for Services

1. Preamble

These General Terms and Conditions of Sale (hereinafter the "Terms") govern all transactions and services between:

CadSmile, a simplified joint-stock company (S.A.S.) with capital of 60,000 euros, registered with the Paris Trade and Companies Register under number 999 116 213, with its registered office at 58 rue de Monceau, 75008 Paris, represented by AVR S.A.S., Chairwoman/Chairman, itself represented by Alexandre VON RAKOWSKI (hereinafter the "Provider"),

AND

The Customer: any legal entity or healthcare professional acting within the scope of its professional activity and subscribing to the Services offered by the Provider (hereinafter the "Customer").

The Provider and the Customer are hereinafter individually referred to as a "Party" and jointly as the "Parties."

These Terms apply to all Services provided by CadSmile to Customers, regardless of any clauses that may appear in the Customer's documents.

These Terms are sent to the Customer electronically together with the quote, contract, or invoice, and are accessible at any time.

Any order for Services implies unreserved acceptance of these Terms by the Customer. Validating an order constitutes acceptance of these General Terms and Conditions of Sale.

The Customer is advised to review the Terms regularly, as CadSmile reserves the right to amend them at any time at its discretion.

In the event of a discrepancy between the Terms and an appendix, the appendix shall prevail. Any modification to the Services must be approved by both Parties and added in the form of an amendment.

2. Definitions

To facilitate the understanding of these Terms, the following terms are defined as follows:

• Platform: refers to the CadSmile SaaS software accessible online.
• Subscription: refers to the paid monthly or annual subscription plan allowing the Customer to access the Solution and benefit from the Services, under the terms set out in the Specific Terms.
• Account: refers to the personal space created by the Customer or User, enabling secure access to the Solution.
• Customer: refers to any professional, individual or legal entity, acting within the scope of its activity, that has subscribed to a Subscription for the Services offered by CadSmile.
• Specific Terms: refers to any contractual document issued by CadSmile and accepted by the Customer, specifying in particular the Subscription plan chosen, the financial terms, and, where applicable, specific Services.
• Contract: refers to the contractual whole formed by these Terms, the Specific Terms, and any appendices thereto.
• Data: refers to all data, information, documents, and content, including health data, provided, imported, or generated by the Customer or Users in connection with the use of the Solution.
• Exports: refers to the files, documents, results, analyses, or content generated by the Solution from the Data.
• Party(ies): refers individually or collectively to CadSmile and/or the Customer.
• Practitioner: refers to any healthcare professional authorized to use the Solution, including dental surgeons, orthodontists, implantologists, or, where applicable, dental technicians.
• Student / Resident: refers to any person undergoing training in a dental healthcare profession, authorized to use the Solution under the conditions set by CadSmile.
• Solution / Platform: refers to the "CadSmile" software solution provided as a Software as a Service (SaaS), accessible remotely via the internet.
• Services: refers to all features, tools, and services provided by CadSmile via the Solution, as described in its technical and commercial documentation.
• Tokens / Credits: refers to the consumption units granting access to certain specific features of the Solution.
• User: refers to any individual authorized by the Customer to access the Solution within the scope of their professional activity.

3. Purpose

CadSmile offers a Platform accessible as a SaaS solution intended for dental professionals, designed to improve clinical analysis, consultation management, and decision-support assistance.

Customers may use the Platform independently via their secure personal account to access various artificial intelligence features applied to their daily practice. The Solution notably makes it possible to analyze X-rays, design smile simulations (smile design), transcribe and summarize consultations, and automatically generate documents based on entered information.

CadSmile has set storage limits applicable to the use of the Platform: 50 GB per Premium account and 10 GB per Student account. Beyond these thresholds, additional charges may apply in accordance with the pricing terms in effect.

CadSmile also provides a conversational assistant that can answer general dentistry questions and support practitioners in their thinking.

The Platform also incorporates design-assistance tools, including for implant projects. In this regard, it is expressly specified that the design-assistance features, particularly those relating to dental implant design, are currently offered as technical aids and do not constitute a medical device within the meaning of applicable regulations. CadSmile does not currently hold medical device certification (CE marking), although such certification is being considered as part of future developments of the Platform.

In addition, CadSmile provides related services, such as secure hosting of health data (HDS — Hébergeur de Données de Santé, the French health-data hosting accreditation), regular Platform updates, technical support, and user documentation and online assistance.

The results generated by the Platform take the form of analyses, summaries, reports, or files usable by the Customer. These elements are intended to assist the professional in their activity, without replacing their expertise, clinical judgment, or ethical obligations.

Finally, CadSmile reserves the right to update the features offered at any time, including to incorporate new technologies or adapt the Services to regulatory developments and user needs.

4. Contractual Documents

The order of priority of the contractual documents is:

1. Specific Terms
2. Appendices
3. General Terms and Conditions of Sale (the Terms)
4. Terms of Use

In the event of a conflict between these documents, the document with the highest priority shall apply.

5. Prices and Payment Terms

Prices

The Customer may subscribe to various types of Subscriptions giving access to the Services offered by CadSmile. The plans currently available are:

• Monthly Subscription: €59 VAT included per month;
• Annual Subscription: €590 VAT included per year;
• Free plan for students and residents, subject to compliance with the conditions specified by CadSmile.

CadSmile also offers a free one (1) month trial period, the terms of which are specified at the time of subscription.

Prices are expressed in euros, all taxes included. CadSmile may apply different rates depending on geographic region and may require payment in euros or in local currency.

Certain features may require an additional payment, particularly in the form of credits or tokens granting access to specific services.

Each Subscription includes onboarding and training in the use of the Platform.

CadSmile reserves the right to change its prices, introduce new offers, and set up premium plans or separate tiers, including as part of an annual review.

The Provider also reserves the right to offer promotions, discounts, or benefits, particularly as part of referral programs or one-time commercial promotions.

Payment Terms

Payment for the Services is due in advance, at the time of subscription or renewal.

Payment is made exclusively by credit card, via a secure payment system.

If the Customer subscribes to a plan with a free trial period, the Customer will be automatically charged at the end of that period, unless cancellation is made beforehand through their personal account.

Payment is made in full for the chosen subscription period. No installment payment plan is offered.

6. Suspension and Termination of Access for Non-Payment

In the event of default in payment of amounts owed by the Customer, the Provider shall send the Customer formal notice to pay by any written means, granting a period of eight (8) days to remedy the situation.

If the situation is not remedied within this period, the Provider may suspend access to the Platform until full payment of the amounts owed.

If the situation is not remedied within thirty (30) days of the suspension, the Provider may terminate the Contract automatically and delete the Customer's account and associated data, under the conditions set out in Article 24 on reversibility.

These provisions are separate from termination for breach as set out in Article 9.

7. Billing and Payment Due Dates

Subscriptions are billed automatically, corresponding to the commitment period chosen by the Customer (monthly or annual).

Invoices are made available to the Customer electronically, in their personal account or sent by any appropriate means.

Since payment is due in advance, no deferred-due-date invoicing or payment terms apply.

8. Term and Termination of the Contract

The Contract is entered into for an indefinite term, with a commitment period corresponding to the duration of the chosen subscription, either one month or one year.

The Customer may cancel their subscription at any time from their personal account. Cancellation will take effect at the end of the period already paid for. No refund will be issued for the current period.

9. Early Termination of the Contract for Breach

In the event of a material breach by either Party of its contractual obligations, the other Party may terminate the Contract automatically, after sending formal notice that remains unaddressed for a period of thirty (30) days.

The following are in particular considered material breaches:

• failure to comply with the essential obligations of the Contract;
• breach of confidentiality obligations;
• fraudulent or unlawful use of the Platform;
• breach of obligations relating to the protection of personal data or health data;
• providing false or incomplete information when creating or managing the Account.

By way of exception, in the event of a material breach making it impossible to maintain the Contract, including in cases of fraud, a breach of the Platform's security, or a risk to health data, termination may occur immediately, without notice or formal notice.

Termination for breach is separate from the cases of automatic suspension or termination for non-payment set out in Article 6.

10. Obligations of the Parties

Obligations of the Provider

The Provider undertakes to:

1. Provide the Services: perform the agreed services within the agreed time frames.
2. Ensure communication: keep the Customer informed of the progress of the Services at regular intervals and promptly report any difficulties encountered.
3. Dedicate resources: assign qualified staff to perform the Services and designate a main point of contact for project follow-up.
4. Provide access to the Service: ensure the availability of the Platform (SaaS) under the conditions set out in the Contract, subject to any interruptions necessary for maintenance or improvement of the Service.
5. Ensure the quality of the Service: implement the means necessary to ensure the proper functioning of the Platform, correct anomalies reported by the Customer, and carry out updates.
6. Provide notice of maintenance: notify the Customer, at least 48 hours in advance, of service interruptions for maintenance or improvement.
7. Ensure security: implement appropriate technical and organizational measures to protect the Customer's data against unauthorized access, loss, or alteration.

Obligations of the Customer

11. Confidentiality and Protection of Information

Confidentiality Undertaking

The Parties undertake to keep strictly confidential all information exchanged in connection with the Contract. This information, referred to as "Confidential Information," includes in particular:

• commercial, technical, and financial data;
• documents and reports related to the Services.

Confidential Information must:

1. be protected with the same level of security applied to the Party's own sensitive information;
2. not be disclosed to third parties without prior written consent;
3. be used solely for the performance of the Contract.

Confidentiality obligations remain in effect for a period of 10 years after the end of the Contract.

Exceptions to Confidentiality

Information is not considered confidential if it:

• is already in the public domain;
• was lawfully obtained from a third party;
• was independently developed by one of the Parties;
• must be disclosed pursuant to a legal obligation.

12. Liability

Limitation of Liability

The Provider is liable only for direct damages caused by improper performance of its contractual obligations. Total liability is capped at the total amount paid by the Customer during the preceding twelve (12) months.

The Provider may not be held liable for indirect damages such as:

• loss of revenue or profits;
• damage to reputation.

The Provider may not be held liable for the consequences of improper or inappropriate use of the Platform by the Customer.

Clinical Use and Artificial Intelligence

The Provider expressly reminds the Customer that the Platform is intended to assist the Customer in their professional activity. The Services may include features based on artificial intelligence technologies.

The Customer acknowledges and accepts that:

• the results provided by these technologies are generated automatically and may contain errors, inaccuracies, biases, or omissions;
• these results are provided solely as decision-support aids and do not, under any circumstances, replace the Customer's expertise, clinical judgment, or ethical obligations;
• the Provider does not guarantee, under any circumstances, the relevance, reliability, or accuracy of the results produced.

As a result:

• all results from artificial intelligence tools must be subject to prior human validation by a qualified professional;
• the Customer remains solely responsible for the use, interpretation, and decisions made based on the results provided by the Platform;
• the Provider may not be held liable for any damage resulting from the use of artificial intelligence tools without proper human validation.

13. Service Availability (SLA)

CadSmile strives to ensure the accessibility and proper functioning of the Services 24 hours a day, 7 days a week.

However, CadSmile is bound only by a best-efforts obligation.

Service availability may be temporarily interrupted, without notice or compensation, particularly in the following cases:

• maintenance or upgrade operations;
• failure of third-party infrastructure or networks;
• force majeure events;
• network overload or malfunction.

CadSmile does not guarantee any minimum level of availability or performance of the Services.

The Customer acknowledges that service interruptions do not give rise to any compensation or refund.

14. Intellectual Property

Ownership of Results

1. Content Generated by the Customer

Intellectual property rights in content generated by the Customer using the software are assigned to the Customer upon creation. This assignment includes:

• the right of reproduction, representation, adaptation, and exploitation;
• an unlimited duration and territorial scope.

These rights do not extend to the software itself, its algorithms, or the Provider's pre-existing technologies.

2. Software and Related Technologies

The Provider retains full intellectual property rights in the software, its algorithms, and all related technologies. No assignment of rights in these elements is granted to the Customer.

3. Moral Rights

The Provider retains its moral rights in the software and any original creations resulting therefrom, in accordance with the French Intellectual Property Code (Code de la Propriété Intellectuelle).

4. Reference to the Terms of Use

The terms governing the use of the software and the assignment of content generated by the Customer are set out in the General Terms of Use of the software, which the Customer is deemed to accept by using the Solution.

Pre-Existing Ownership

Each Party retains ownership of the rights it held prior to the Contract taking effect. No provision of this Contract may be interpreted as an implied or explicit assignment of such rights.

Warranty Against Eviction

The Provider warrants that the Deliverables provided do not infringe the rights of third parties. In the event of a claim or dispute, it undertakes to:

• defend the Customer at its own expense;
• indemnify the Customer for any damage suffered as a result of a proven infringement.

15. Processing of Personal Data

The Provider and the Customer undertake to comply with applicable regulations on the protection of personal data.

Detailed terms relating to data processing are set out in the Privacy Policy, which the Customer is invited to review.

16. Non-Solicitation of Personnel

Undertaking of the Parties

For the entire term of the Contract and for a period of 12 months following its termination or expiration, each Party undertakes not to recruit, directly or indirectly, an employee of the other Party who participated in the performance of the Services.

Scope of the Undertaking

This undertaking covers:

1. direct recruitment under an employment contract;
2. engagement as an independent contractor or consultant;
3. any solicitation aimed at poaching an employee.

Penalties for Non-Compliance

In the event of a breach of this clause, the breaching Party must pay the other Party compensation equal to between one and three months of the gross compensation of the employee concerned. This compensation is due without prejudice to any other remedies or actions the other Party may pursue.

17. Assignment and Subcontracting

Assignment of the Contract

The Contract is entered into intuitu personae and may not be assigned, in whole or in part, by either Party without the prior written consent of the other Party. Any assignment made in violation of this clause shall be considered null and void.

However, each Party may assign this Contract to an affiliated entity or as part of a merger, demerger, or reorganization, provided it notifies the other Party in advance by registered letter with return receipt or any other written means proving notification, at least 30 days before the effective assignment.

Subcontracting

1. Authorization to subcontract: the Provider is authorized to subcontract all or part of the Services, under its own responsibility.
2. Undertakings toward the subcontractor: the Provider ensures that its subcontractors comply with obligations equivalent to those set out in the Contract, in particular with regard to confidentiality, security, and compliance.
3. Liability: the Provider remains fully liable for the performance of the Services, including those performed by its subcontractors.

Notification

Any assignment or subcontracting must be the subject of prior written notice to the other Party.

18. Force Majeure

Definition

The Parties may not be held liable for failure to perform or delay in performing their contractual obligations if caused by a force majeure event. The following are in particular considered force majeure events:

• natural disasters (floods, storms, earthquakes);
• armed conflicts, acts of terrorism, or civil unrest;
• general or sector-wide strikes;
• pandemics or epidemics recognized by the competent authorities;
• any other unforeseeable, irresistible event beyond the Parties' control.

Consequences

1. Suspension of obligations: in the event of force majeure, the obligations affected by the event shall be suspended for the entire duration of the event.
2. Notification: the affected Party must inform the other Party in writing within 7 days of the occurrence of the event, describing the nature of the event and its impact on the performance of the Contract.
3. Resumption of obligations: suspended obligations must resume as soon as the force majeure event ends, with any necessary adjustment to performance deadlines.

Termination of the Contract

If the force majeure event lasts more than 90 consecutive days, either Party may terminate the Contract by written notice, with no compensation due. Any services already performed prior to the occurrence of the force majeure event remain payable.

19. Mediation

Seeking an Amicable Resolution

In the event of a dispute concerning the interpretation or performance of the Contract, the Parties undertake to seek an amicable solution before initiating any legal proceedings.

Recourse to Mediation

If no solution is found within three months, the Parties may agree to resort to mediation.

1. Choice of mediator: the Parties will jointly select an independent, qualified mediator.
2. Cost of mediation: mediation costs will be shared equally between the Parties, unless otherwise agreed.
3. Non-binding nature: the mediator's recommendations do not bind the Parties, unless they agree to a formal settlement.

Freedom to Pursue Legal Action

In the absence of an amicable agreement or successful mediation, each Party regains full freedom of action and may bring the matter before the competent courts, as provided in the jurisdiction clause.

20. Language of the Contract

These Terms are drafted in French. If they are translated into another language, only the French version shall prevail in the event of a dispute.

21. Governing Law and Jurisdiction

Governing Law

This Contract is governed by and construed in accordance with French law. This law applies to all clauses of the Contract, including in the event of a dispute or multiple defendants.

Jurisdiction

In the event of a dispute relating to the interpretation, performance, or validity of the Contract, and absent an amicable agreement or successful mediation:

1. Competent court: the Parties grant exclusive jurisdiction to the Paris Commercial Court (Tribunal de Commerce de Paris), even in the case of third-party proceedings or multiple defendants.
2. Exclusion of conflict-of-laws rules: any conflict-of-laws rules that might lead to the application of another body of law are expressly excluded.

22. Notices and Domicile

Domicile of the Parties

For the performance of these Terms, each Party elects domicile at the address indicated at the head of the Contract or at any other address notified in writing to the other Party.

Notification

All notices, requests, or communications between the Parties under the Contract must be made in writing and sent:

1. Authorized means:
   • by registered letter with return receipt;
   • by email with a read-receipt request;
   • by any other written means agreed between the Parties.
2. Address for communication: notices must be sent to the addresses mentioned at the head of these Terms or to the email addresses officially communicated by the Parties.
3. Effective date: a notice is considered received:
   • on the date the return receipt is signed, for a registered letter;
   • on the date of the read receipt, for an email.

Change of Contact Details

Each Party must promptly inform the other of any change to its contact details. In the absence of an update, notices sent to the former address shall be deemed valid.

23. Severability and Waiver

Severability

If one or more provisions of the Contract are held to be null, invalid, or unenforceable by a competent court, the other provisions shall remain in full force and effect.

The Parties undertake to replace the affected clause with a valid clause having an economic and legal effect as close as possible to the original intent.

No Waiver

The fact that either Party does not require strict performance of a clause, or tolerates its temporary non-application, shall not be interpreted as a permanent waiver of that right or obligation. Each Party remains free to require performance of the contractual obligations at any time.

24. Reversibility Terms

Principle of Reversibility

In the event of termination of the contractual relationship, for any reason whatsoever, the Provider undertakes to facilitate the reversibility of the Services to allow the Customer to ensure continuity of its activity or to entrust the Services to a third party.

Provider's Undertakings

1. Data Recovery

For the entire term of the Contract, the Customer may retrieve all of its Data directly from its Account, using the features made available by the Provider.

From the termination of the Contract, for whatever reason, the Customer has a period of thirty (30) days to retrieve its Data, via access maintained for that purpose. After this period, the Customer's access to the Data is no longer guaranteed.

However, for an additional period of sixty (60) days from the end of the aforementioned period, the Provider may, on an exceptional basis and subject to technical feasibility, restore and transmit the Data at the Customer's request, for a flat fee of five hundred (500) euros, all taxes included.

2. Technical and Functional Assistance

For a period of three (3) months following the termination of the Contract, the Provider may provide the Customer with reasonable technical assistance to facilitate the retrieval or migration of Data. This assistance is provided on the basis of the Provider's available resources and may include technical advice or the provision of documentation, excluding any obligation to achieve a specific result.

3. Data Destruction

At the end of a total period of ninety (90) days following termination of the Contract, the Customer's Data is permanently and irreversibly deleted, unless there is a legal obligation to retain it.

It is the Customer's sole responsibility to carry out any backups and archiving necessary to comply with its legal obligations, particularly with regard to the retention of health data.

The Provider may not be held liable for any loss of Data resulting from the Customer's failure to retrieve it within the allotted time.

Customer's Obligations

1. Cooperation

The Customer undertakes to cooperate actively with the Provider to enable the proper execution of reversibility operations. Accordingly, the Customer undertakes to:

• provide, within a reasonable time, all information necessary for the retrieval or migration of the Data;
• keep its contact details and means of contact up to date;
• perform the actions required from its Account where necessary to export the Data.

The Customer is solely responsible for the effective retrieval of its Data within the time frames set out in the Contract.

2. Cost of Reversibility

Retrieval of Data via the standard features made available during the term of the Contract and the thirty (30) day period following its termination is included in the price of the Services.

Any additional service requested by the Customer, in particular:

• restoration requests made after the access period has expired;
• specific migration operations;
• enhanced or customized technical assistance;

shall be subject to additional billing, either in accordance with the rates in effect communicated by the Provider, or on the basis of a quote previously accepted by the Customer.

The Customer acknowledges that certain requests may be refused by the Provider in the event of technical impossibility or disproportionate burden.

Timeframes and Terms

Details relating to reversibility (formats, deadlines, duration of assistance) will be set out in an appendix to the Contract. In the absence of specific provisions, the Parties will agree on the terms within a reasonable time following notice of termination of the Contract.

25. Changes to These Terms

Our company reserves the right to amend these General Terms and Conditions of Sale at any time, in particular to adapt them to legal, technical, or functional changes to our services.

Any amendment will be notified to the Customer by any appropriate means, with a minimum notice period of fifteen (15) days before it takes effect.

Amendments do not apply retroactively to existing subscriptions, unless required by law.

Continued use of the Services after the amendments take effect constitutes acceptance of the new Terms.