GENERAL TERMS AND CONDITIONS OF SALE OF LA MEILLEURE PROD

Article 1 – Scope of Application

La Meilleure Prod, a French limited liability company ("SAS") with capital of €5,000, registered in the Créteil Trade and Companies Register under number 912425097 and with its registered office at 151 rue de Musselburgh, 94500 Champigny-sur-Marne (hereinafter the "COMPANY"), is an agency specialising in audiovisual and event production.

The COMPANY provides THE CUSTOMER with services as requested in the above-mentioned areas.

These General Terms and Conditions of Sale (hereinafter the "GTCS") apply to all Services offered by the COMPANY to the CUSTOMER (hereinafter collectively referred to as the "Parties").

Acceptance of the Quotation by the CUSTOMER implies full and unreserved acceptance of these GTCS.

The present GTCS supersede any contractual document of the CUSTOMER including any general terms and conditions of purchase.

Article 2 – Definitions

"CUSTOMER": the natural or legal person who has placed an order for Services with the COMPANY. The CUSTOMER's contact details are given in the Quotation.

"Agreement": the contractual undertaking entered into by the Parties under the provisions of these GTCS and the Quotation. If there is any contradiction between the Quotation and the GTCS, the Quotation shall prevail.

"Quotation": a document summarising the Services and how they are to be performed, the Deliverables and the extent of their assignment and the price, with reference to the GTCS.

"Event": an event organised by the COMPANY for the CUSTOMER as part of its event production activities.

"Deliverable": any content and/or work created and/or supplied by the COMPANY to the CUSTOMER as part of the Services (e.g. video, sound content, panels) and referred to in the Quotation.

"Participant": a person who is present as a guest at the Event organised by the COMPANY on behalf of the CUSTOMER.

"Services": all the services made available to the CUSTOMER by the COMPANY in the area of audiovisual production and/or events.

"Service Provider": the natural or legal person who performs and/or participates in the performance of the Services.

Article 3 - Acceptance of the Quotation and the GTCS

These General Terms and Conditions can be consulted on the www.lameilleureprod.fr website. Consequently, the CUSTOMER who contacts the COMPANY is deemed to have read and accepted these GTCS.

The Quotation is an offer subject to acceptance by the CUSTOMER. This offer is valid for 20 (twenty) days from the date of issue of the Quotation.

Returning the Quote, dated and signed by the CUSTOMER, implies full acceptance of the terms of the Quote and the GTCS.

The CUSTOMER, or any authorised agent, expressly declares that it has the necessary power, authority and capacity to agree to the Quotation, the GTCS and to perform the obligations incumbent upon it.

Once signed by the CUSTOMER, the Quotation shall constitute the sole authoritative document of reference between the Parties for the assessment of the price, nature, scope, quality and compliance of the Services.

The CUSTOMER shall therefore inform the COMPANY in writing of any reservations or additional requests prior to signing the Quotation.

The order shall only be accepted by the COMPANY upon receipt of the Quotation, dated and signed by the CUSTOMER.

Unless otherwise agreed, the COMPANY shall only be bound by the CUSTOMER's order subject to payment of the deposit specified in the Quotation.

The COMPANY shall only make firm bookings with its Service Provider(s) after receipt and effective collection of the first downpayment or single deposit.

If the planned Service(s) become unavailable on the requested date following the period between acceptance of the Quotation and receipt of the deposit, the COMPANY shall do its utmost to offer the CUSTOMER one or more equivalent or similar Service(s).

This new proposal by the COMPANY is not binding on the CUSTOMER, who is free to accept it or not.

If the CUSTOMER accepts the new proposal, the contractual relationship between the COMPANY and the CUSTOMER shall continue under the conditions provided for in the Agreement.

If the CUSTOMER refuses the new proposal, the deposit(s) paid shall be refunded to the CUSTOMER within 30 (thirty) days from the date the COMPANY receives written notification of the CUSTIMER's refusal.

The benefit of the service is personal to the CUSTOMER and may not be transferred to a third party without the COMPANY's prior written authorisation. Any change(s) to an order must be submitted in the same way as

the original order.

The COMPANY's Quotations are issued free of charge and the projects submitted to the CUSTOMER must be returned in their entirety (digital and paper documents) if they are not selected. They remain the property of the COMPANY and may not be used without its prior written consent.

Article 4 - Services and Deliverables

Details of the Services and Deliverables and their performance and delivery terms are given in the Quotation.

Any additional service or deliverable requested by the CUSTOMER shall be subject to a new quotation.

Article 5 - Prices

The price for the performance of the Services and, where applicable, the Deliverables and the transfer of rights relating to them, is specified in the Quotation.

Prices are given in euros exclusive of tax, plus VAT at the current rate.

Prices and lead times are valid for 20 (twenty) days from the date of issue of the Quotation. Once the order is placed, prices are firm and may not be revised within these 20 (twenty) days.

The Service includes all elements that are clearly listed in the Quotation. Any service not included in the initial Quotation shall be subject to an additional quotation.

Corrections requested by the CUSTOMER shall be limited to those specified in the Quotation. Any additional correction shall be invoiced separately. Requests for corrections shall not be considered if they are not specified in the Quotation. "Day" packages are for a duration of 8 (eight) consecutive hours with a lunch break,

and are non-fractionable. Any day started is due.

Article 6 – Invoicing - Payment

The COMPANY requires one or more deposits to be paid when the CUSTOMER places an order.

The balance will be invoiced on the first day of the provision of the Service(s) and/or delivery of the Deliverable(s).

Payment of these amounts shall be made within thirty (30) days of the invoice being sent by the COMPANY.

Amounts due can be paid by:

- Bank transfer to the COMPANY's account, details are

appended to the Quotation;

- Cheque made out to "LA MEILLEURE PROD".

In the event of late payment of the amounts due by the CUSTOMER, the COMPANY may charge the CUSTOMER late payment penalties corresponding to the key rate of the European Central Bank (ECB) plus ten (10) points.

These penalties shall be automatically held by the COMPANY without any formality or prior notice.

In accordance with Article L441-6 of the French Commercial Code, the CUSTOMER shall also be liable to pay a fixed indemnity collection fee of €40. If the collection costs incurred exceed the amount of this fixed-rate compensation, the COMPANY reserves the right to request additional compensation.

Amounts owed to the COMPANY by the CUSTOMER shall become immediately due and payable.

In the event of non-compliance with the aforementioned payment conditions, the COMPANY reserves the right to suspend or cancel the performance of the Services.

Article 7 – Modification of Services and Deliverables

The CUSTOMER may ask the COMPANY, in writing, to make reasonable changes, deletions or additions, and in accordance with its order specified in the Quotation, within 10 (ten) days of delivery of the Deliverables and within the limits of a new version of the Deliverables.

Once the new version of the Deliverables has been delivered, the CUSTOMER will have 10 (ten) days to accept or refuse the latest version.

If the CUSTOMER does not comply with the aforementioned deadlines, or if the CUSTOMER makes public use of the Deliverables, the said Deliverables shall be deemed to have been accepted by the CUSTOMER and shall be payable in accordance with the terms and conditions provided for in the Agreement.

If the CUSTOMER refuses the new version of the Deliverables, the Parties may:

- either, agree to produce a new version of the Deliverables, which will be the subject of an

amendment to the present Agreement and additional invoicing,

- or terminate the Contract under the conditions provided for in Article 17.2 below.

The COMPANY shall do its utmost to ensure that the Services are provided in as smooth a manner as possible.

If the COMPANY wishes to modify a key element of the Agreement (prices, dates), the CUSTOMER may, within seven (7) days of being notified by the COMPANY:

- either terminate the Agreement by registered letter with acknowledgement of receipt. In this case, notwithstanding Article 17.2, the amounts already paid by the CUSTOMER will be reimbursed within thirty (30) days of receipt of the said registered letter;

- or accept the modification proposed by the COMPANY. In this case, the COMPANY shall send the CUSTOMER a new amended quotation by e-mail, which must be confirmed by the CUSTOMER for the modification to be taken into account.

- If the CUSTOMER does not accept the new quotation within eight (8) days of it being issued by the COMPANY, the COMPANY may terminate the Agreement in accordance with the provisions of Article 17.2.

7.2.2.1 If the CUSTOMER wishes to modify a key element of the Agreement (price, dates), the COMPANY may, within seven (7) days of being notified by the CUSTOMER:

- either terminate the Contract in accordance with the terms and conditions provided for in Article 17.2

below;

- or accept the modification proposed by the CUSTOMER. In this case, the COMPANY shall send the CUSTOMER a new amended quotation by e-mail, which must be confirmed by the CUSTOMER for the modification to be taken into account.

- If the CUSTOMER does not accept the new quotation within eight (8) days of it being issued by the COMPANY, the COMPANY may terminate the Agreement in accordance with the provisions of Article 17.2.

7.2.2.2 In the case of Events Services, the number of Participants shall be specified in the Quotation.

The definitive list of Participants must be sent to the COMPANY no later than 30 (thirty) days before the start of the Event.

If the CUSTOMER wishes to reduce the number of Participants within 30 (thirty) days of the start of the Event, it shall pay the COMPANY the price initially agreed to in the Quotation.

If the CUSTOMER wishes to increase the number of Participants within 30 (thirty) days of the start of the Event, the COMPANY shall do its utmost to adapt the Service to this change and may increase the price initially agreed to in the Quotation accordingly. However, the COMPANY shall not be obliged to modify the Services and cannot be held liable in this respect.

7.2.2.3 In the event of cancellation by the CUSTOMER before completion of the Services and/or Deliverables, the CUSTOMER shall pay the COMPANY the following cancellation fees, depending on whether the cancellation is made:

● Between the date of signing the Agreement and sixty (60) working days before the date on which the Services are to begin: 70% of the total amount specified in the Quotation shall be due to the COMPANY.

● Between fifty-nine (59) days and thirty (30) working days before the date on which the Services are to begin: 80% of the total amount specified in the Quotation shall be due to the COMPANY.

● Less than twenty-nine (29) working days before the date on which the Services are to begin: the total amount specified in the Quotation will be due to the COMPANY.

Article 8 – Non-disclosure

Both the COMPANY and the CUSTOMER undertake to maintain the strict confidentiality of all confidential information and documents (legal, economic, financial, technical, etc.) that they obtain from or share with each other.

Similarly, the Quotation sent to the CUSTOMER is deemed confidential and, as such, may not be published or communicated to third parties, unless expressly authorised by the COMPANY.

These prohibitions shall not apply to communications made to the courts which may have to deal with them for the purposes of enforcing the obligations of the Parties, or to those made in the event of valid requests from the tax authorities and/or the judicial and/or administrative authorities and/or social bodies and/or duly authorised collective management bodies. Where applicable, the Parties will inform each other in advance.

Each Party undertakes to ensure that its personnel and/or its Service Providers (e.g. contractors) comply with this non-disclosure clause and undertakes to respect this obligation.

Each Party undertakes not to make any public communication or disclosure of confidential information, for any reason whatsoever, without the express prior written consent of the other Party.

If one of the Parties fails to comply with these obligations, it shall be held liable for all direct and/or indirect damage caused and must compensate the other Party accordingly.

The obligations in this Article shall remain in force for a period of five (5) years from the end of the Services and/or the delivery of the Deliverables. They shall lapse if the information falls into the public domain without any intervention by the Parties.

Article 9 – Intellectual Property

In consideration for payment in full of its remuneration, the COMPANY assigns to the CUSTOMER the commercial rights, particularly the intellectual property rights, for the Deliverables specified in the Quotation.

These rights include:

- the right to reproduce or arrange for the reproduction of the Deliverables on any medium, physical or otherwise, and in particular on paper or plastic (poster, flyers, cards, tarpaulins, press inserts, etc.), magnetic tape, digital medium (CD, DVD, removable or non-removable hard disk, USB key, website), etc.

- the right to depict or have depicted, communicate or have communicated to the public the Deliverables, on request or otherwise, by any means, including by any electronic communication network such as terrestrial, cable, satellite, Internet, mobile networks, etc.

- the right to amend, adapt and incorporate the Deliverables into any work, in order to adapt the Deliverables to the CUSTOMER's various communication media, subject to the COMPANY's prior agreement.

It is hereby specified that the COMPANY remains the sole owner of the source files for the Deliverables as well as the preparatory materials for the Deliverables  (e.g. (sketches, scripts, editing projects, rushes) which may not be used without the COMPANY's prior written consent.

Furthermore, the CUSTOMER acknowledges and accepts that the COMPANY may affix an indication such as "© LA MEILLEURE PROD" to the Deliverable.

The transfer of rights referred to in this Article is granted by the COMPANY to the CUSTOMER for the duration, territory and uses provided for in the Quotation.

Any other use of the Deliverables and in particular any other use for other purposes or territories or after the agreed exploitation period shall be subject to the prior written agreement of the COMPANY.

Otherwise, any use not expressly authorised by the COMPANY shall constitute an infringement punishable under Articles L335-3 et seq. of the French Intellectual Property Code.

The COMPANY is authorised to use the Deliverables and/or Services free of charge and to mention the CUSTOMER's name and, where applicable, its logo, on its communication media (e.g. website, social media) for the COMPANY's promotional purposes, as a business reference, for a period of 3 years following the delivery

of the Deliverables concerned and/or the completion of Services.

Article 10 – Liability and obligations of the COMPANY

The COMPANY shall perform the Services from the date that the signed Quotation is received, and payment is made for the deposit provided for in the Quotation.

The start and end dates of the Services and/or delivery of the Deliverables will be indicated in the Quotation.

The COMPANY shall exercise all due care and diligence in the provision of the Services in accordance with its best endeavours obligation.

The COMPANY makes a solemn declaration that its employees involved in the performance of the Services are employed in accordance with the applicable regulations and in particular with the provisions of the French Labour Code.

The COMPANY declares that it has filed all tax returns with the tax authorities.

Pursuant to legal provisions, such as Articles L 8222-1 and D 8222-5 of the French Labour Code, the COMPANY shall provide the CUSTOMER, at the latter's written request, confirmation of payment of its social security contributions in the form of a certificate issued by the administrative body responsible for collecting social security contributions incumbent on the COMPANY and dating from less than six months

The COMPANY shall not be held liable for any decision taken by the CUSTOMER

or any designated third party.

In the event that the COMPANY is held liable with regard to the Services and/or Deliverables provided for in the Agreement, compensation which may be claimed shall be limited in any event to the amount of the price exclusive of tax which it has received.

Furthermore, the COMPANY shall not be held liable for the actions of a third party, the CUSTOMER, cases of force majeure or indirect damages recognised by the jurisprudence of the French courts, such as commercial loss, loss of clientele, loss of orders, damage to brand image.

Article 11 – CUSTOMER's Liability and Obligations

The CUSTOMER shall make available to the COMPANY all elements, information and technical means necessary for the performance of the Services and undertakes to cooperate actively with the COMPANY.

The CUSTOMER guarantees the COMPANY against all consequences of any action originating from the elements, information and technical means provided by the CUSTOMER.

The CUSTOMER shall remain solely responsible for the elements and persons which it provides or makes available to the COMPANY under the terms of the Agreement and shall guarantee the COMPANY against any claims in this respect.

Thus, when the CUSTOMER makes available to the COMPANY the location(s) where the Services are to be performed (e.g. a filming or recording location or a location open to the public), it guarantees the COMPANY that the location(s) and the infrastructure, equipment and services associated with the location(s) comply with the standards and regulations in force. It ensures or makes arrangements to guarantee the safety of the public. Similarly, it is responsible for obtaining any authorisation required for

making and using sound recordings, pictures and film.

The CUSTOMER also guarantees that it shall handle any undertakings, remunerations and authorisations of any nature whatsoever (e.g. (image and personality rights) of any persons involved in the Services and/or appearing in the Deliverables and/or involved in their production.

In addition, the CUSTOMER shall be responsible for the intellectual property rights, in particular copyright, relating to the musical works used in the Services and/or included in the Deliverables and in particular for the necessary procedures and payment of royalties to collective management organisations.

Similarly, the CUSTOMER shall comply with any other conditions which may be indicated by the COMPANY in the event of the purchase of art prior to the said purchase.

The CUSTOMER is solely responsible for these procedures, authorisations and/or payments and shall guarantee the COMPANY against any claims or complaints in this respect.

For Services carried out with drone(s), the CUSTOMER and/or its representatives and/or stakeholders (staff, service providers, guests, contributors) who are in the vicinity of the operators in order to check the images will be placed under the supervision of the drone pilot until the end of the Services. The CUSTOMER undertakes to comply with the said rules and to ensure that they are complied with by its representatives and/or employees.

Article 12 – Conservation

The COMPANY undertakes to keep the Deliverables for a period of one (1) year from the date of their delivery.

The COMPANY undertakes to keep the rushes used to produce the Deliverables for a period of six (6) months from the date of delivery of the Deliverables.

After the aforementioned conservation period, the COMPANY may destroy the Deliverables.

Any communication of these Deliverables to the CUSTOMER after their first delivery shall be subject to a separate service and separate contractual and pricing conditions to be determined between the Parties.

Article 13 – Subcontracting

The COMPANY may use any subcontractor it wishes to perform all or part of the Services and/or Deliverables.

Article 14 – Non solicitation of staff

The CUSTOMER undertakes not to make, directly or indirectly, any offer of employment or collaboration to employees, workers and partners of the COMPANY in connection with the performance of the Agreement, even if the initial solicitation is made by the said employee, worker or partner of the COMPANY.

This waiver is valid for the entire duration of the Agreement and for a period of thirty-six (36) months following its expiry.

If the CUSTOMER fails to comply with this undertaking, it shall compensate the COMPANY by paying it a lump sum equal to 20,000 (twenty thousand) euros excluding VAT.

Article 15 - Travel, Accommodation and Food & Beverage Expenses

It is hereby stipulated that the travel, accommodation and food & beverage expenses of the film crews shall be borne by the CUSTOMER.

These costs shall be reimbursed to the COMPANY within thirty (30) days of presentation of the corresponding receipts.

Where applicable, these costs may be subject to a ceiling or fixed-rate fee stipulated in the Quotation sent to the CUSTOMER.

Article 16 – Insurance

Each of the Parties declares that it is insured with a reputedly solvent company for civil liability for personal injury, property damage and consequential loss resulting from material damage that may be caused by its own actions, those of its employees or by its equipment.

Article 17 – Termination

17.1 If one of the Parties fails to comply with any of its contractual obligations, the other Party may terminate the Agreement after sending a registered letter with acknowledgement of receipt notifying the said failure, if this notification has remained without effect for a period of twenty-one (21) days from its receipt.

Termination shall take effect automatically on the date of sending a second registered letter with acknowledgement of receipt notifying the said termination.

17.2 If the CUSTOMER does not accept the Deliverables presented by the COMPANY, each of the Parties may terminate the Agreement by sending a registered letter with acknowledgement of receipt notifying the termination, which shall take effect automatically on the date the said letter is sent.

If the Agreement is terminated, the amounts already received by the COMPANY shall be definitively forfeited and the outstanding amounts owed by the CUSTOMER for Services already performed, including for Deliverables already produced but refused by the CUSTOMER, shall become immediately payable, without prejudice to any damages due to the COMPANY.

In such as case, neither of the Parties may use the Deliverables that have not been accepted by the CUSTOMER.

Article 18 – Force Majeure

In the event of the occurrence of an event of force majeure, as defined by jurisprudence and in this Article, the COMPANY shall notify the CUSTOMER of this event as soon as possible. It will no longer be liable for the suspension or non-performance of its obligations and shall not be liable for any compensation in this respect.

The COMPANY shall nevertheless make every effort, in close consultation with the CUSTOMER, to maintain performance of the Agreement, even if it is incomplete. If this is not possible, either of the Parties may request the automatic termination of the Agreement without compensation; the Agreement shall be terminated as soon as the registered letter notifying such termination has been sent.

The Parties acknowledge as force majeure any threat to the safety of persons, the risk of an attack which may imply that the continuation of the Services would constitute a danger to others (the public, guests, etc.), as well as weather conditions which could affect the feasibility of the Services, particularly for

Services involving the use of a drone.

If such a case of force majeure or an unforeseeable event prevents the performance of the Services for thirty (30) consecutive days from the date written notification is sent to the CUSTOMER, the Agreement may be terminated automatically by either of the Parties by sending a registered letter with acknowledgement of receipt notifying such termination; the termination taking affect as soon as the said notification is sent.

In all cases of termination for reasons of force majeure, the COMPANY shall no longer be obliged to fulfil its obligations and no claims may be made against it for any damages or reimbursement. The amounts already received by the COMPANY shall be retained and amounts still owed by the CUSTOMER for Services already performed

shall be immediately due and payable.

Article 19 – Personal Data

Pursuant to the European General Data Protection Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 (GDPR) and Law no. 78-17 of 6 January 1978 on Data Processing, Data Files and Individual Liberties (LIL), each of the Parties is hereby informed that, for the strict requirements of the performance of the Agreement, in particular in order to be able to proceed with any correspondence and the payment of amounts due for the performance of the Services, the other Party may collect and process personal data relating to the employee(s) of each of the Parties.

The recipients of these data are various individuals (e.g. employees, service providers, business partners) with whom each of the Parties is in contact in the context of and for the purposes of the performance of their respective obligations.

The data collected in this way are those referred to in the preamble to the GTCS and in the Quotation, to which will be added the e-mail address and telephone number of one or more representatives of the Parties. These data will be kept for as long as one or more of the above obligations

remains in force and for a period of five (5) years following the end of their performance. Where applicable, they may be transmitted to one or more of the Parties' co-contractors and/or service providers, such as sub-contractor(s) and business partners, including those from outside the European Union, always for the strict and sole purposes mentioned above.

The employee(s) concerned have a right of access, rectification, deletion, portability and limitation in relation to the personal data concerning them, provided however that the exercise of the said rights by the employee(s) does not affect the ability of each of the Parties to perform their respective obligations. They may exercise these rights by sending their request to the e-mail address indicated in the Quotation. If their request(s) are not acted upon, the employee(s)

concerned may file a complaint with the French Date Protection Agency (CNIL) at www.cnil.fr

or by post to: CNIL, 3 place de Fontenoy, TSA 80715, 75334 Paris

Cedex 7.

Article 20 – Applicable Law and Jurisdiction

The Agreement shall be governed by French law.

IF A DISPUTE ARISES WITH REGARD TO THE INTERPRETATION OR PERFORMANCE OF THE AGREEMENT, THE COMPANY AND THE CUSTOMER SHALL ENDEAVOUR TO SETTLE THE DISPUTE AMICABLY. IF NO AMICABLE SETTLEMENT CAN BE FOUND WITHIN TWENTY-ONE (21) DAYS OF THE DISPUTE BEING NOTIFIED BY ONE OF THE PARTIES, THE DISPUTE MAY BE SUBMITTED BY THE MOST DILIGENT PARTY TO THE COMPETENT COURTS OF PARIS, WHICH SHALL HAVE SOLE JURISDICTION TO HEAR IT, NOTWITHSTANDING PLURALITY OF DEFENDANTS OR THE INTRODUCTION OF THIRD PARTIES.