By and between:

• Onohome, a French one-member simplified joint-stock company (société par actions simplifiée) with a share capital of EUR 5,000, having its registered office at 1 Rue Beaujon and 14 Avenue Friedland, 75008 Paris, registered with the Paris Commerce and Companies Registry under the number 888 576 659 represented by Mr Laurent Taieb, acting in his capacity as Chairman, duly authorised to execute this Agreement,
  • Hereinafter the “Service Provider”,
    Party of the first part,
    And
• Any professional user acting exclusively in the pursuit of his/her own commercial activities, who peruses the www.onohome.com website (hereinafter the “Site”) and/or makes any purchase from Onohome (hereinafter the “User” or the “Client” or the “Buyer”).

It has been agreed as follows:

Recitals

Onohome is a French one-member simplified joint-stock company (société par actions simplifiée) with a share capital of EUR 5.000 having its registered office at 1 Rue Beaujon and 14 avenue Friedland, 75008 Paris, registered with the Paris Commerce and Companies Registry under the number 888 576 659, engaged in the marketing of upscale furnishings and decoration items.

Onohome created a 3-D deliverable design tool intended for its Users.

Onohome supplies the deliverables online in 3-D form through the www.onohome.com website.

Article 1: Definitions

The capitalised terms and expressions below shall have the following meanings for the purposes of the interpretation and performance hereof:

"Order" means order of Services by the Client from the Seller;

"Standard Terms of Use" means the standard terms of use set out herein;

"Agreement" means this instrument, including the recitals hereof and the appendices hereto, and any amendment, substitution, extension or renewal hereto or hereof made pursuant to an understanding between the Parties;

"Deliverable" means any and all materials, contents and items of information, and in particular the views, plans, pictures, whether animated or not, 3-D videos and drawings created or delivered by Onohome at the Client’s request in connection with the Service;

"Price" means the unit value of the Service defined as an amount inclusive of VAT;

"Services" means the services offered for sale on the Site;

"Site" means the www.onohome.com Online Sale website used by the Service Provider to market its Products and Services;

"Validation of the Order" has the meaning specified in Article 7;

"Online Service" means the marketing of the Service Provider’s Services through the Site;

Unless otherwise specified, any references to articles shall be deemed references to the Articles of this Agreement.
Any reference to the singular shall also be deemed a reference to the plural and conversely.
Any reference to a gender shall be deemed a reference to any other gender.

Article 2: Purpose

These Standard Terms of Use (hereinafter the “STUs”) (i) inform any Professional User of the terms and conditions under which the Service Provider (hereinafter “Onohome” or the “Seller”) prepares the 3-D deliverables requested by Professional Users; and (ii) set out the rights and obligations of the Parties in connection with the services supplied by Onohome to the Buyer. These Standard Terms of Use apply, without any restriction or reservation, to all services offered by Onohome on its Site accessible through the Internet at the following address: www.onohome.com

As a consequence, the fact for the Professional User of ordering any service offered on the Onohome website entails full and entire acceptance of these Standard Terms of Use, which the Professional User acknowledges having reviewed prior to placing his or her Order.

Onohome reserves the right to amend these Standard Terms of Use at any time. However, the Standard Terms of Use applicable to the Order shall be the Standard Terms of Use accepted by the Professional User upon placement of the Order.

Article 3: Scope

These Standard Terms of Use are reserved solely for Professional Users (as defined by law and case law) acting exclusively on their own behalf and domiciled in Continental France.

Article 4: Coming into Effect – Term

These Standard Terms of Use shall be deemed accepted by the Professional User upon validation of the order by double clicking and shall apply for the duration necessary for the supply of the Services until expiration of any warranty periods.
The offers of services posted on the Site and governed by these Standard Terms of Use shall be valid for all services so long as the Website shall remain online.

Article 5. Presentation of the services for the supply of 3-D Deliverables

Onohome.com intends to supply the following services:

• 3-Ddesignand modelling of internal and externalareas in order to allow for better 3-D viewing of the contemplated deliverables intended for Professional Users and their Clients;
• refurbishing, furnishing anddecorating of the said 3-D areas with materials selected by the Professional User and available on the www.onohome.com website through the Service by means of a broad catalogue of furnishings and decoration items that may be customised and configuring the dimensions and materials of generic objects;
• generating refurbished, furnished and decorated 3-D deliverables.

For the avoidance of doubt, it is specified that such 3-D deliverables shall not be deemed technical plans or construction drawings,as such plans and drawings are prepared solely by engineering firms or architecture studios. In no event shall such deliverables be deemed opinions issued by an engineering firm.

Furthermore, it is specified that thedeliverables shall be deemed indications only;no material, fabric or dimension can be reproduced perfectly in a deliverable.

Any and all documents requested by theService Providerfor the completion of the services shall be supplied by email, upon placement of the order. The Professional Useris hereby informed that no provisions shall be made for travel to the physical site or for physical meetings between the Service Provider and theProfessional User , as all services are to be supplied from a distant location.

Article 6. – Prices

The prices of the online services on the ONOHOME website are indicated in euro and are applicable upon placement of theOrder by the Professional User. The sale prices of the services may be modified by ONOHOME at any time. Notice of such amendment shall be given to the Professional Userprior to any Order. Prices are applicable in connection with distance sales.

The stated prices do not include VAT, which shall be charged upon taking of the order and shall be mentioned on the purchase order.

Any change in the applicable VAT rate shall be automatically passed on through the prices of the products sold by ONOHOME on its Site.

Article 7. Orders

7.1. Placement of the Orders

TheProfessional User shall order the 3-D Deliverable(s) of his or her choosing by clicking on “Add to the Basket”.

After the Product has been added, theProfessional User may either continue his or her purchases or the Client may check the status of his or her orders by clicking on the “See my Basket” button.

At any time, theProfessional User may:

• Check the ordered ServicesandProducts,
• Modify or cancel the order,
• Continue to select Services and/orProducts,
• Validate the order by clicking on the “Validate my Basket” icon.

7.2. Validation of the order

After examining the ordered Services on the basket recapitulation page, theProfessional User cannot validate the order andaccess the next stage until he or she has reviewed the standard terms of sale andthe personal data, and has proved such review by checking the box provided to that end.

7.3. Client Identification

If the Professional User does not already hold an account, thentheProfessional Usermust accurately fill in the mandatory fields identified by an asterisk in order to validate the order,andmust where applicable create an account. The Professional User shall provide the information required for his or her identification, and in particular a valid email address anda (personal and confidential) password of his or her choosing to be subsequently used in order to log in tothe Site.

TheProfessional Useris responsible for selecting and retaining his or her identification data and must protect the confidentiality of the same. ONOHOME shall in no event be held liable for any misappropriation of an identification code or for any third-party connection to a client account. The supply of the nominative information collected in connection with distance sales is mandatory, as such information is necessary for the processing and delivery of the order and for the preparation of invoices. Such information shall be held in strict confidence.

Article 8. Payment

8.1 Price

Each deliverable shall be invoiced.

The price is payable cash in full upon placement of the order by the Professional User.

Theprice due by the Professional Useris the amount indicated on the recapitulative purchase order reviewed by the Professional User prior to definitively validating his or her order. Thereafter, the price is recalled after the payment in the recapitulative document transmitted by ONOHOME by electronic mail to the Professional User’s electronic address.

Purchases are paid for by means of a payment card.

The currently accepted payment cards are as follows: CB, Visa, MasterCard, JCB andPayPal.

For payment validation purposes, the Professional Usershall be directed to the PayZen secure online payment platform reserved for e-merchants who have executed a VADS agreement with banks.

The Professional User is responsible for recording and printing the payment certificate if the Professional User intends to retain the relevant banking details and transaction details.

As regards payments by bank cards, the payment terms shall be as follows:
The transaction shall be immediately debited on the Professional User’s bank card after verification of the card’s data, upon receipt of the debit authorisationfrom the company that issued the bank card used by theProfessional User.

Under Article L. 132-2 of the French Monetary and Financial Code, the undertaking to pay assumed by means of a payment card isirrevocable. By communicating the information related to his or her bank card, theProfessional User authorises theSeller to debit the bank card in an amount corresponding to the Price Inclusive of VAT.

To that end, theProfessional User confirms that the Client is the holder of the bank card to be debited andthat the name appearing on the bank card is actually the Client’s name. The Client shall communicate on the PayZen platform the Client’s bank card’s sixteen digits and expiration date and, where applicable, the numbers of the visual cryptogram.

In the event that the Price Inclusive of VAT cannot be debited, the Online Sale shall be immediately rescinded as a matter of law, and theOrder shall be cancelled.

TheSeller shall take any and all necessary steps to protect the confidentialityandsecurity of the data transmitted to the www.onohome.com website.

8.2 Storage costs

ONOHOME shall, where applicable, charge additional fees related to the storage of the deliverables.

Article 9. Protection

The www.onohome.com website is protected by one of the most effective security systems. The www.onohome.com website adopted not only the SSL (Secure Socket Layer) encryption process, but also reinforced all scrambling and encryption processes in order to most effectively protect all sensitive data related to the means of payment.

Article 10. Professional User’s Obligations

The Professional Useragrees to supply all information necessary for the preparation of the services by theService Provider.

Thelead times for the transmission of the requested 3-D views shall start running only upon receipt of all documents anditems of information necessary for the preparation of the said 3-D views.

Any modification to the initial request and any supply of any such information additional to that which is contained in the initial request as induces material changes to the current services shall give rise to the preparation of a quotation and/or additional charge.

Additional information may be requested by theService Provider during preparation of the project. Any failure to supply, or any late supply of,the requested information may lead to lead time extensions for which theService Providershall not be held liable.

Article 11. Service Provider’s Liability

11.1 The Services are designed to support the Professional Userin the selection of options for the design and fitting of internal and external areas by means of a simulation in the form of 3-D views. In this respect, ONOHOME shall use its best endeavours to meet the Professional User’s expectations.

Consequently, theService Providershall make its best efforts to prepare one or more 3-D deliverablesbest meeting the Professional User’s expectations, taking into account any technical fitting constraintsandpossibilities.

In this respect, ONOHOME is subject only to a best-efforts obligation and is not subject to the obligation to reach a specific result.

ONOHOME is in no event in a position to guarantee that the Professional User shall be fully satisfied, in particular as regards the aesthetic and/orfunctionalfinish of the delivered Services andDeliverables.

Thesupplies and services delivered by theService Providershall not be deemed technical plans or construction drawings, as ONOHOME is not acting in the capacity of an architect.

Moreover, the Professional Useracknowledges that the Services andDeliverables supplied on the basis of the Contents communicated by the Professional Userare only a form of support to the design and fitting of internal and external areas andshall therefore not replace the plans, analyses, technical studies, estimates and tests prepared and carried out by specialised professionalsor experts.

Thus, theProfessional User acknowledges that the Professional User is responsible for the options selected by the Professional User on the basis of the Services andDeliverables supplied by ONOHOME and for the implementation of the Professional User’s project. ONOHOMEshall not be deemed to participate, in any capacity whatsoever, in the selection made by the Professional Userorby any third party on the basis of the supplied Services andDeliverables and/orin the completion of the relevant project, and ONOHOME shall therefore not be held liable in this respect in any capacity whatsoever.

In addition, ONOHOME shall not be held liable in the event of any damage resulting from:

• any inaccuracy, incompleteness and/or non-conformance of the information or pictures or, more generally, the Contents communicated by theProfessional User;
• any utilisation of the Services andDeliverables by a Professional Userunder conditions inconsistent with the terms of these Standard Terms of Use;
• any temporary or total unavailability of the Services for technical reasons related in particular to the telecommunication networks and/or to the Internet;
• any malfunction orincompatibilityof any nature related to the User’s IT equipment and/orsoftware or to the User’s Internet connection;
• any option, decision, construction and/orfitting of any internal or external area on the basis of the Services andDeliverables;
• any event of force majeure.

11.2 In any event and subject to the foregoing, ONOHOME’s liability under the Agreementshall be strictly limited to the direct damage actually suffered and substantiated by the Professional User, excluding any indirect loss, such as lost profits or lost sales. In such event, ONOHOME’s liability shall not exceed the amount of the order actually paid by the Professional User or, in case of subscription, the amounts paid by theProfessional Userover the last 12 months.

11.3 Actions of third parties

The Service Provider shall in no event be reproached with, or be held liable for, any contractual breach, delay or hidden defect or flaw attributable to a third party (in relation to fittings of any nature made following the plans delivered by ONOHOME).

ONOHOME shall in no event be held liable for any damage, delay or defect directly attributable to the contractor carrying out the works, and the Professional Useragrees to take legal action exclusively against the said contractor.

Article 12. Intellectual property

12.1 Contents: the Professional Usergrants ONOHOME, over the entire term of the Agreement, a non-exclusive licence for the use of all Contents for the supply of the Service. As a consequence, the Professional User authorises in particular ONOHOME to reproduce, represent, adapt and modify the Contents on any medium andby any process presently known or unknown in order to supply the Service to the Professional Userandin order to promote the Services. Such licence is granted without any royalty and for the entire world.

As a consequence,the Professional Userrepresents that he or she holds any and all rights and authorisations necessary for the exploitation, use and reproduction of the Contents hereunder. In particular, the Professional Userrepresents that, if the Professional User is not the owner of the property concerned, the Professional User is in possession of any and all authorisations required for the exploitation of thevisualssupplied by the Professional User. As a consequence,the Professional Userrepresents that the Contents shall in no event infringe on any rights of any third parties, and in particular any intellectual property rights, and the Professional User indemnifies ONOHOM Eagainst any action or claim from any third party whatsoeverpredicated on the use of all or part of the said Contents under this Agreement. In this respect, the Professional Useragrees to hold ONOHOME free and harmless against any monetary award and damages that might be claimed from ONOHOME under any court decision orin connection with any settlement, andthe Professional User agrees to be responsible for any expenses incurred by ONOHOME for the purposes of its defense.

12.2 ONOHOME is the owner of the ONOHOME trademark andof the Site, as regards their technical, graphic and text components and other components, subject only to the contents and data supplied by third parties. In particular, the Site can be accessed by means of software applications and databases designed and developed by ONOHOME, and such software applications and databases are owned by or licensed to ONOHOME.

ONOHOMEalso owns and/orholds rights of use of the Software serving for the supply of the Services.

These Standard Terms do not confer on the Professional User any right of ownership in or to the Site, or its components, the Software or the ONOHOME trademarks and visuals.

The Professional Useris only granted, in a personal capacity and in connection with his or her activity, a non-transferable and non-exclusive right to access and use the ordered Services for the term of the Order, without any right to sub-license the same.

In addition,theProfessional Useris authorised, when this is possible, to reproduce or represent, by means of a screenshot,all or part of the Deliverables specifically prepared for the Professional User by ONOHOME. In this respect, ONOHOMEgrants the Professional Usera non-exclusive, non-assignable, non-transferableand non-sublicensable licence for the use of theDeliverables for the Professional User’s personal purposes in connection with the Professional User’s activity. Such licence is granted (i) for the term of the protection of the intellectual property rights for the Deliverables downloaded (where such downloading is possible) bytheProfessional Useron an external medium, and(ii) for a term of two years for any non-downloadable Deliverables hosted by ONOHOME.

Any other use or exploitation not expressly referred to herein is prohibited, unless with ONOHOME’s prior, written and express consent.

12.3 The Professional Userexpressly authorises ONOHOME to exploit, for promotional purposes and on any medium, the Deliverables produced on the Professional User’s behalf.

Article 13. Withdrawal right

Under Article L.221-28 of the French Consumer Code, the Professional Usershall not hold any withdrawal right in case of any “agreement for the supply of clearly customised goods manufactured according to the user’s specifications”orany“agreement for the supply of digital contents not delivered on a tangible medium, where the performance of such supply commenced after the consumer had given his or her express consent and had expressly waived his or her withdrawal right”.

Absent such withdrawal right, the Professional Usermay request within 48 hours that the order be cancelled.

In addition, the Professional User may ask that the order be postponed or modified. The acceptance of such request is subject to the Service Provider’s sole discretion.

Article 14. – Data Confidentiality

Under the Act of 6 January 1978 on computers, files and civil liberties, any nominative information related to Clients may be subject to an automated processing.

ONOHOME reserves the right to collect information concerning theProfessional Users, including by using cookies for statistical purposes. In no event shall such data be transmitted to third parties.

Under the Act of 6 January 1978, the Professional Userhas a right of access to, and rectification of, the data concerning the Client.

In connection with the creation of the Client’s account on the Site, theProfessional Usermay choose whether or not to receive offers from the Seller and its partners.

Article 15. Governing law

This Agreement shall be governed by French law.

Article 16. Jurisdiction

Any dispute arising in connection with the formation, interpretation orperformance of this Agreementshall be exclusively brought before the courts within the venue of the Paris Court of Appeal, even where there are several defendants or in case of third-party claim.