Terms & Conditions

Effective from October 10, 2021.

Please read the following carefully. This is a legally
binding agreement between you AS A USER (AS FURTHER DEFINED BELOW) (“User” or “You” or
“Client-Customer” or “Vendor”) and ONESERVE / itmatters SASU. (“itmatters” or “We”).
These Terms and conditions, and Collectively with all Oneserve / itmatters rules
and policies, including the One serve/itmatters Privacy Policy, and Master
Service Agreement, constitute the “Agreement” between you and ONESERVE/ITMATTERS
regarding your access to and use of ONESERVE/itmatters’s web APPLICATIONS
(collectively, “web apps”), ONESERVE/ITMATTERS’S APPLICATION PROGRAMMING
INTERFACE(S) (“API(s)”), and ALL attendant services provided by ONESERVE/ITMATTERS
 (“Services”) (Collectively, “Platform”).

The Agreement
sets forth your rights and obligations as a User with respect to your access to
and use of the Platform and use of any and all information or data of any kind
arising from access to or use of the Platform, including, without limitation,
any text, graphics, images, art work, sound recordings, audio, video, and
software. 

We reserve
the right, in our sole discretion, to change these Terms & Conditions
(including the Privacy Policy) from time to time. We will use commercially
reasonable efforts to provide you with reasonable advance notice of any
proposed change to this Agreement. You are responsible for reviewing the
Agreement regularly. Your access to any part of the Platform is deemed to be your
acceptance of this Agreement as it exists at the time you access the Platform.

 If you are
accessing or using any part of the Platform on behalf of any business,
organization, or other entity of any kind, you represent and warrant that you
are authorized (a) to accept this Agreement on its behalf and (b) to bind such
business, organization, or entity to the Agreement.

BY ACCEPTING
THESE TERMS AND CONDITIONS BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2)
EXECUTING AN STATEMENT OF WORK THAT REFERENCES THESE TERMS AND CONDITIONS, OR
(3) USING FREE SERVICES, CUSTOMER AGREES TO THE TERMS AND CONDITIONS. IF THE
INDIVIDUAL ACCEPTING THIS TERMS AND CONDITIONS IS ACCEPTING ON BEHALF OF A
COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE
AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS,
IN WHICH CASE THE TERM “CLIENT-CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS
AFFILIATES. IF THE INDIVIDUAL ACCEPTING THESE TERMS AND CONDITIONS DOES NOT
HAVE SUCH AUTHORITY, IS NOT OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT, OR
DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT
THESE TERMS AND CONDITIONS AND MAY NOT USE THE SERVICES.

IF USER
REGISTERS FOR A FREE TRIAL, PILOT, OR OTHER PLATFORM EVALUATION, THE APPLICABLE
PROVISIONS OF THESE TERMS AND CONDITIONS WILL ALSO GOVERN THAT FREE TRIAL,
PILOT, OR PLATFORM EVALUATION.

1. Platform
   Overview.

The ONESERVE/ITMATTERS
 Platform permits Users to interact with
digital identities for physical goods, principally in the fashion, apparel, and
retail industries. Starting with the creation of a unique ID, the ONESERVE/ITMATTERS
 Platform collects digital product
identify information and product lifecycle data from the point of manufacturing
through to point-of-sale and beyond.  This lifecycle tracking enables
brands to understand what happens to an item after it is purchased and is
critical to the effective recycling of the product. Each User of the Platform
identifies to a designated User type—i.e., Brand or Brand’s Vendor – that
determines the particular features and functionality of the Platform that are
available to the User.

To access and
use the Platform as a Brand User, Users must be authenticated to and associated
with an existing Brand account.  Brand Users, among other things, may use
the Platform to create and manage digital identities for Brand products.
The Platform permits significant flexibility with regard to the complete set of
data that a Brand initially provides and seeks to collect with respect to each
Brand product (“Digital Identity Profile”).  For example, a Brand
may create a Digital Identity Profile that initially includes and seeks to
collect various product-level data (e.g., model, style, size, and color) and
item-level data (e.g., serial number, initial purchase location, initial
purchase date, and consumer disposition date).  Certain of these data may
be sourced from the Brand (e.g., a Global Trade Item Number (GTIN), model,
style, size, and color) (“Brand-Sourced Data”) and certain of these data
may be sourced from Vendors when Vendor Users interact with a product that has
a Digital Identity Profile within the Platform (e.g., shipping receipt date,
shipping delivery date, initial purchase location, and initial purchase date) (“Vendor-Sourced
Data”).  These data may be added to a digital identity in the Platform
either automatically through the use of an interface, exchange, or API, or
manually by the Brand.  If manual upload is managed by ONESERVE/ITMATTERS , ONESERVE/ITMATTERS
 will be responsible for the correct
uploading of the data, but not the contents of the file in question.  The
Brand also establishes within the Digital Identity Profile, which Vendors may
interact with the Digital Identity Profile to provide or to view data, and to
what extent.

Because a
Brand establishes, and may modify, the Digital Identity Profile for each Brand
product and chooses which data to provide, which data to seek to collect, and
which Vendors may interact with the Digital Identity Profile to provide or view
data, and to what extent, as between ONESERVE/ITMATTERS  and the Brand, the Brand acknowledges and
agrees that it shall be fully responsible for: (1) the Brand-Sourced Data that
the Brand inputs or causes to be input into the Platform; (2) the Vendor-Sourced
Data that the Brand or Vendors input or cause to be input into the Platform;
and (3) complying with all applicable laws, rules, regulations, and policies
relating to the collection, storage, and use of information included in
Brand-Sourced Data and Vendor-Sourced Data.  SPECIFICALLY, AND WITHOUT
LIMITATION, WHERE THE BRAND SEEKS TO COLLECT, STORE WITHIN THE PLATFORM, OR USE
PERSONAL INFORMATION AND APPLICABLE LAW REQUIRES CONSENT OF THE DATA SUBJECT
AND/OR DISCLOSURE OF INFORMATION TO THE DATA SUBJECT IN RESPECT OF SUCH
COLLECTION, PROCESSING, STORAGE, AND/OR USE OF THE PERSONAL INFORMATION.
RELATING THERETO, THE BRAND IS FULLY RESPONSIBLE FOR ENSURING COMPLIANCE WITH
ALL APPLICABLE PRIVACY LAWS IN RELATION TO SUCH PERSONAL INFORMATION.

To access and
use the Platform as a Vendor User, Users must be permitted by a Brand to
interact with a digital identity within the Platform (as set in the Digital
Identity Profile for the digital identity) and Users must have some means to
query the Platform for such a digital identity, such as a Near Field
Communication (NFC) or Radio Frequency Identification (RFID) signal or some
data associated with the digital identity, such as a GTIN or similar
identification number, a uniform resource locator (URL), or a barcode (such as
a matrix barcode, or Quick Response (QR) code).  Vendor Users may not
create Digital Identity Profiles and may only interact with digital identities
for Brand products to the extent permitted by the Brand. 

Certain
functionality of the Platform may permit Client-Customer to authenticate to the
Platform through, and/or to link User account to, another account with a
third-party platform (e.g., an enterprise resource planning (ERP) platform
account).  If Client-Customer chooses to authenticate with a third-party
account, please carefully review and confirm the permissions requested and any
third-party terms and conditions applicable to the use of such an account to
authenticate to the Platform. 

2.
Client-Customer Responsibilities.

Client-Customer
will (a) be responsible for Brand Users’ and their Vendor Users’ compliance
with this Agreement, Documentation and Statement of Works, (b) be responsible
for the accuracy, quality and legality of Client-Customer Data, the means by
which Client-Customer acquired Client-Customer Data, Client-Customer’s use of
Client-Customer Data with the Services, and the interoperation of any Non-ONESERVE/ITMATTERS
 Applications with which Client-Customer
uses Services or Content, (c) use Services and Content only in accordance with
this Agreement and Documentation, Statement of Works, and applicable laws and
government regulations, and (d) comply with terms of service of any Non-ONESERVE/ITMATTERS
 Applications with which Client-Customer
uses Services or Content. Any use of the Services in breach of the foregoing by
Client-Customer or Users that in ONESERVE/ITMATTERS ’s judgment threatens the
security, integrity or availability of ONESERVE/ITMATTERS ’s services, may result
in ONESERVE/IT MATTERS ’s immediate suspension of the Services, however ONESERVE/ITMATTERS
 will use commercially reasonable efforts
under the circumstances to provide Client-Customer with notice and an
opportunity to remedy such violation or threat prior to any such suspension.

 Client-Customer
shall use commercially reasonable efforts to prevent unauthorized access to or
use of Service and Content.  Client-Customers will assist ONESERVE/ITMATTERS  in identifying and preventing any unauthorized
access to or use, copying, or disclosure of Platform or any portions thereof or
any of the algorithms or the logic contained in the Platform.
Client-Customer shall advise ONESERVE/ITMATTERS  promptly in the event the Client-Customer
learns, or has reason to believe, that any party to whom the Client-Customer
have given access to the Platform has violated, or intends to violate, the
terms of this Agreement, and the Client-Customer will cooperate with ONESERVE/ITMATTERS
 in seeking injunctive or other equitable
relief against any such party.

3. Usage
   Restrictions.

Client-Customer
and its Vendors will not (a) make any Service or Content available to anyone
other than Client-Customer or Users, or use any Service or Content for the
benefit of anyone other than Client-Customer or its Affiliates, unless
expressly stated otherwise in an Statement of Work or the Documentation, (b)
sell, resell, license, sublicense, distribute, make available, rent or lease
any Service, Data, or Content, or include any Service, Data, or Content in a
service bureau or outsourcing offering, (c) use a Service or Non-ONESERVE/ITMATTERS
 Application to store or transmit
information or content that in anyway violates any legal right of any third
party, including any publicity or privacy right, copyright, or other
intellectual property right, or to take any action that is harassing, libelous,
defamatory, profane, obscene, abusive, tortious, threatening, harmful, or
otherwise objectionable, (d) use a Service or Non-ONESERVE/ITMATTERS  Application to store or transmit Malicious
Code, (e) interfere with or disrupt the integrity or performance of any Service
or third-party data contained therein, (f) attempt to gain unauthorized access
to any Service or Content or its related systems or networks, (g) permit direct
or indirect access to or use of any Services or Content in a way that
circumvents a contractual usage limit, or use any Services to access or use any
of ONESERVE/ITMATTERS  intellectual property
except as permitted under this Agreement, an Statement of Work, or the
Documentation, (h) modify, copy, or create derivative works based on a Service
or any part, feature, function or user interface thereof, (i) copy, modify,
erase, or damage any information contained on computer servers used or
controlled by ONESERVE/ITMATTERS  or any
third party, except to the extent permitted herein, in an Statement of Work, or
in the Documentation, (j) frame or mirror any part of any Service or Content,
other than is permitted in the Documentation, (k) remove or modify any
proprietary notice or labels on the Platform, or related materials, including
author attribution and copyright notices, or use any of our trademarks as
meta-tags on any other website, (l) use the Platform for any non-authorized
purpose or any illegal purpose, (m) use any automated means to access or use
the Platform, including scripts, bots, scrapers, data miners, or similar
software, or display the Platform, or portions thereof, in things (e.g.,
framing, scraping, etc.), (n) attempt to probe, scan, or test the vulnerability
of the Platform or breach any implemented security or authentication measures,
regardless of User’s motives or intent, (o) willfully or knowingly create or
contribute to circumstances that are dangerous or hazardous or that increase
the risk of personal injury or damage to real or personal property of another
person, (p) utilize the Platform as a de facto data base of record, (q) except
to the extent permitted by applicable law, disassemble, reverse engineer, or
decompile a Service, Data, or Content or access it to (1) build a competitive
product or service, (2) build a product or service using similar ideas,
features, functions or graphics of the Service, (3) copy any ideas, features,
functions or graphics of the Service, or (4) determine whether the Services are
within the scope of any patent.

4. Content
   Restrictions.

Client-Customer
and its Vendors shall not post any content to the Platform that (a) includes
any profane, obscene, defamatory, discriminatory, threatening, menacing,
harassing, or violent content, (b) depicts or suggests nudity or sexual acts,
(c) promotes hatred, including against members of a protected group under federal,
state, or local law (such as, for example, a group defined by race, gender, or
national origin), (d) is objectively shocking or disgusting, (e) depicts or
suggests presently occurring illegal activity, including, e.g., illicit drug
use or underage drinking, (f) includes unlicensed proprietary content of a
third party, including, e.g., third-party content protected by copyright or
trademark for which User does not have a license, (g) breaches any duty of
confidentiality User may have to a third party (e.g., discloses private
information about a third party without consent), or (h) is contrary to the
Agreement, including ONESERVE/ITMATTERS ’s policies.

5. Removal of
   Content, Data, and Non-ONESERVE/ITMATTERS  Applications.

If Client-Customer
receives notice that Content or a Non-ONESERVE/ITMATTERS  Application must be removed, modified, and/or
disabled to avoid violating applicable law, third-party rights, or acceptable
use, Client-Customer will promptly do so. If Client-Customer does not take
required action in accordance with the above, or if in ONESERVE/ITMATTERS ’s
judgment continued violation is likely to reoccur, ONESERVE/ITMATTERS  may disable the applicable Content, Data,
Service and/or Non-ONESERVE/ITMATTERS  Application. If requested by ONESERVE/ITMATTERS ,
Client-Customer shall confirm such deletion and discontinuance of use in
writing and ONESERVE/ITMATTERS  shall be
authorized to provide a copy of such confirmation to any such third party
claimant or governmental authority, as applicable. In addition, if ONESERVE/ITMATTERS
 is required by any third party rights
holder to remove Content, or receives information that Content provided to
Client-Customer may violate applicable law or third-party rights, ONESERVE/ITMATTERS
 may discontinue Client-Customer’s access
to Content through the Services.

6. API
   Restrictions.

Client-Customer
and its Vendors are permitted to download, install, and use the APIs solely to
access and use the other parts of the Platform in compliance with the Agreement
and applicable usage documentation published by ONESERVE/ITMATTERS .
Client-Customer and its Vendors shall not, and shall not permit any third party
to, translate, decompile, disassemble, reverse engineer, modify, create
derivative works of, attempt to discover any source code or underlying ideas or
algorithms of, or modify the APIs in any way, without the prior written consent
of ONESERVE/ITMATTERS , except as expressly permitted by applicable law
notwithstanding the foregoing prohibition.

7.
Reservation of Rights.

Subject to
the limited rights expressly granted hereunder, ONESERVE/ITMATTERS , its
Affiliates, its licensors and Content Providers reserve all of their right,
title, and interest in and to the Services and Content, including all of their
related intellectual property rights whether protected under U.S. Copyright
laws or not. No rights are granted to Client-Customer hereunder other than as
expressly set forth herein.

8. License by
   Client-Customer to Use Feedback.

Client-Customer
and its Users grant to ONESERVE/ITMATTERS  and its Affiliates a worldwide, perpetual,
irrevocable, royalty-free license to use and incorporate into its services any
suggestion, enhancement request, recommendation, correction or other feedback
provided by Client-Customer or Users relating to the operation of ONESERVE/ITMATTERS
’s or its Affiliates’ services.

9.
Intellectual Property Infringement.

Users shall
respect the intellectual property rights of others.  ONESERVE/ITMATTERS  may remove material that appears, in our sole
discretion, to infringe upon the intellectual property rights of others.
If User believe a work protected by a European and a U.S. copyright User owns
has been posted on the Platform without authorization, User may notify our
copyright agent, and provide the following information 

(a) a physical or
electronic signature of the person authorized to act on behalf of the copyright
owner, (b) identification of the copyrighted work or works claimed to have been
infringed, 

(c) a detailed description of the material User claims is
infringing, together with information sufficient to enable us to locate it,
including the URL or other description of where the infringing material
appears,

 (d) your name, mailing address, telephone number and e-mail address, 

(e) a statement by you that you believe in good faith that the copyrighted
material identified is being used in a manner that is not authorized by the
copyright owner, its agent or the law, and (f) a statement by you that the
above information is accurate and, under penalty of perjury, that you are
authorized to act on behalf of the owner of the copyright allegedly infringed.

To notify ONESERVE/ITMATTERS
 of a claimed copyright infringement,
please contact:

Attn:  Copyright Manager

ONESERVE/IT MATTERS  .

20 Rue Jules Michelet

92170 Vanves ,France

contact: legal@itmatters.fr

10.
Warranties.

EXCEPT AS
EXPRESSLY PROVIDED HEREIN, ONESERVE/IT MATTERS  MAKES NO WARRANTY OF ANY KIND, WHETHER
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL
IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED
BY APPLICABLE LAW. CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” AND AS
AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER. 

11.
Disclaimers.

By using the
Platform, Client-Customer acknowledges and agrees to the following disclosures
and disclaimers about ONESERVE/ITMATTERS  and the Platform:

(a) ONESERVE/ITMATTERS  does not actively review, qualify, vet, or
endorse the Brand products that have digital identities on the Platform, and ONESERVE/IT MATTERS
 n expressly disclaims any duty to do
so.  ONESERVE/ITMATTERS  does not
supervise, direct, or control Brands or Vendors in the provision of Brand
products to customers or consumers. 

(b) ONESERVE/ITMATTERS  reserves full discretion to address any
question, issue, complaint, or objection about any User’s use of the Platform
in any manner ONESERVE/ITMATTERS  deems
necessary or appropriate, including, without limitation, sanction, suspension,
or termination of a User account.

(c) The Platform may refer Users to physical venues,
geographical sites, websites on the Internet, and/or products or services that
are owned, under the control of, or maintained by another User or other third
party that is not ONESERVE/ITMATTERS  (“Third Party Properties”), including Third
Party Properties owned, controlled, or maintained by Brands or Vendors. Unless
otherwise indicated, such references do not constitute an affiliation with or
specific endorsement by ONESERVE/ITMATTERS  of any such Third Party Properties.
Client-Customer and its Vendors acknowledge that ONESERVE/ITMATTERS  is providing any references to such Third
Party Properties to Client-Customer solely as a convenience to Client-Customer,
and Client-Customer agrees that ONESERVE/ITMATTERS  is not responsible for any injury, harm,
damages, or negative experience Client-Customer may encounter by accessing,
visiting, or using such Third Party Properties. ONESERVE/ITMATTERS  does not make any representations about any
Third Party Properties.  Additional third-party terms and conditions may
apply to Client-Customer’s access to or visit or use of Third Party Properties.
Please review any such additional third-party terms and conditions carefully.(d) AS AMONG ONESERVE/ITMATTERS  AND USERS INVOLVED IN ANY TRANSACTION
INVOLVING THE TRANSFER OR SALE OF BRAND PRODUCTS FACILITATED BY THE PLATFORM
FROM ONE USER TO ANOTHER USER, THE USERS ASSUME ALL RISK WITH RESPECT TO THE
TRANSACTION.  ONESERVE/ITMATTERS  DISCLAIMS, AND YOU RELEASE ONESERVE/IT MATTERS  FROM, ANY AND ALL LIABILITY REGARDING ANY SUCH
TRANSACTIONS AND ANY DISPUTES OR CLAIMS BETWEEN AND AMONG USERS RELATED TO SUCH
TRANSACTIONS.

(e) ONESERVE/ITMATTERS  may review communications made between and
among Users using the Platform’s communication features for legitimate business
purposes, including in the course of customer service investigations regarding
User complaints, disputes between and among Users, support communications,
password reset requests, etc.  Review of such communications shall be
consistent with the ONESERVE/ITMATTERS  Privacy Policy.

 (f) The Platform provides information about Users
using the Platform to other Users, such as when Users communicate through the
Platform or share information or content through the Platform.  ONESERVE/ITMATTERS
 makes commercially reasonable efforts to
indicate clearly when a User is using a feature that permits the sharing of
certain information with other Users

.(g) ONESERVE/ITMATTERS  does not and cannot verify all information
provided by Users.  ONESERVE/ITMATTERS  has no control over and makes no
representations or warranties as to the identity of any User, and E ONESERVE/ITMATTERS
 on disclaims any and all liability
relating thereto.

(h) It is not possible to operate the Platform with
100% guaranteed uptime.  ONESERVE/ITMATTERS  will make commercially reasonable efforts to
keep the Platform available and operational.  However, certain technical
difficulties, routine site and software maintenance and upgrades, and other
events may, from time to time, result in interruptions to or outages of the
Platform.  In addition, ONESERVE/ITMATTERS  reserves the right at any time, and from time
to time, to modify or discontinue (on a temporary or permanent basis) certain
functions of the Platform, with or without notice unless otherwise agreed upon
within a Master Service Agreement. 

(i) Client-Customer and its Vendors agree that ONESERVE/ITMATTERS
 shall not be liable to Client-Customer
or to any third party for any direct or indirect consequence of any
modification, suspension, discontinuance of, or interruption to the Platform. 

1. j) ONESERVE/ITMATTERS  disclaims errors, inaccuracies, and omissions
   of the Platform.  In particular, Users may provide certain information to
   the Platform.  This information may contain errors, inaccuracies, and
   omissions, and we reserve the right to correct any such errors, inaccuracies,
   or omissions and to change or update information at any time without prior ONESERVE/ITMATTERS  makes noguarantees as to the completeness, timeliness, correctness, or accuracy of the
2. information available through the Platform. If Client-Customer believes any
   portion of the Platform includes an error or inaccuracy, please notify us.

12.
Limitation of Liability.

EXCEPT WHERE
PROHIBITED, ONESERVE/ITMATTERS  SHALL NOT BE
LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY
DAMAGES ARISING FROM YOUR USE OF THE SITES OR ANY THIRD PARTY’S USE OF THE
SITES. THESE EXCLUSIONS INCLUDE, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS,
LOST DATA, COMPUTER FAILURE, OR THE VIOLATION OF YOUR RIGHTS BY ANY THIRD
PARTY, EVEN IF THE SERVICES ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY
THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS
BASED.

13.
Termination.

We reserve
the right to modify our Sites at any time, with or without notice to you. For
example, we may add or remove functionality or features, and we may suspend or
stop a particular feature altogether. We also reserve the right to charge a fee
for any of our features at any time. If you don’t like any changes, you can
stop using our Sites at any time.

ONESERVE/ITMATTERS
 may suspend or terminate User access to
and use of the Platform at any time in its sole discretion and for any reason,
including any breach of the Agreement unless otherwise agreed upon in
writing.

14. General
    Provisions.

14.1 Export
Compliance. The Services, Content, Data, other ONESERVE/ITMATTERS  technology, and derivatives thereof is not subject
to export laws and regulations of the United States and other jurisdictions..

14.2
Operation of the Platform from France. By accessing and using the Platform,
Client-Customer acknowledges and agrees that ONESERVE/ITMATTERS  controls and operates the Platform principally
from its offices in France. ONESERVE/ITMATTERS  reserves the right to limit, in its sole
discretion, the provision, and quantity of any feature, product, or service to
any person or geographic area as required by law, regulation or recognized
authority. Any offer for any feature, product, or service made on or through
the Platform is void where prohibited. Client-Customer and its Vendors may not
use any portion of the Platform in violation of applicable export laws and
regulations.

14.3 Access
and Use Where Prohibited. Access to and use of the Platform are unauthorized in
any jurisdiction that does not give effect to all provisions of the Agreement,
including without limitation this Section.

14.4
Technology Development. The specific features and functionality of the
Platform are dynamic and may change from time to time. ONESERVE/ITMATTERS  reserves complete discretion with respect to
the operation of the Platform.  ONESERVE/ITMATTERS  also reserves the right to upgrade, withdraw,
suspend, or discontinue any feature or functionality of the Platform at any
time.

14.5 Document
Modifications. ONESERVE/ITMATTERS  may modify ONESERVE/ITMATTERS
 Terms & Conditions, Data Processing
Agreement, and Privacy Policy at any time and at ONESERVE/ITMATTERS ’s sole
discretion.  ONESERVE/ITMATTERS  will
use commercially reasonable efforts to publish to Users any revised portion of
the Agreement, for example, by publishing the latest version of these Terms and
Conditions , the Privacy Policy , and the DPA . Should Client-Customer or
Client-Customer’s Vendor deem any such modification to these documents to be
unacceptable, Users shall stop accessing and using the Platform. All changes to
these documents shall be effective immediately.

14.6 Benchmark
Reporting.
Client-Customer grants ONESERVE/ITMATTERS  the right to use their data as part of
aggregated benchmark reporting. Such reporting will only be made publicly
available when five (10) or more Client-Customers are included in the overall
or similarly withing individual verticals. The performance of individual brands
will not be identified unless written permission is provided by the
Client-Customer.

14.7 Waiver. No failure or delay by ONESERVE/ITMATTERS
 in exercising any right under these
Terms & Conditions will constitute a waiver of those rights.

14.8
Severability. If any provision of this Agreement is held by a court of competent
jurisdiction to be contrary to law, the provision will be deemed null and void,
and the remaining provisions of this Agreement will remain in effect.

14.9
Agreement to Governing Law and Jurisdiction. Any action related to the Agreement will
be governed by the French law, at Nanterre Tribunal of commerce without regard
to the choice or conflicts of law provisions of any jurisdiction.

14.10 Time
Limitation of Claims. No action arising out of this Agreement or
Client-Customer’s access to or use of the Platform, regardless of form or the
basis of the claim, may be brought by Client-Customer more than one (1) year
after the cause of action has arisen (or if multiple causes, from the date the
first such cause arose) and Client-Customer hereby waives any longer statute of
limitations that may be permitted by law.