General Conditions of Sale and Service

These General Conditions of Sale (“GCS”) constitute, in accordance with Article L. 441-1 of the French Commercial Code, the sole basis of the commercial relationship between the parties.

The purpose of the General Terms and Conditions is to define the conditions under which the company SOCIALDREAM SAS, registered with the RCS Romans n°832 080 550, whose registered office is located at 9, allée Jean Baptiste Venturi, ZA Les Petits Champs, 26120 MONTELIER (the “Provider”), provides its professional clients (“the “Clients” or the “Client”) who request it, by any means (via the “Contact” page of the Provider’s website (https://www.socialdream.fr/), by telephone or on paper), with animation services (the “Services” or the “Service”), sells or rents them viewing equipment and/or content for immersive videos or interactive 3D applications (together the “Products”), as described in the “Special conditions by type of service” of the General Terms and Conditions below.

It is expressly stated that the Services and Products are not medical devices. The Products and Services are not provided by the Provider for medical or therapeutic purposes, nor for diagnostic purposes.

The General Terms and Conditions apply, without restriction or reservation, to all Products and Services supplied by the Service Provider to Customers, regardless of the clauses that may appear in the Customer's documents, and in particular its general purchasing conditions. In accordance with the regulations in force, the General Terms and Conditions are systematically communicated to any Customer who requests them, to enable them to place an order with the Service Provider. Any order for Products or Services implies, on the part of the Customer, acceptance of the General Terms and Conditions.

The information contained in the Service Provider's commercial documentation (catalogues, prospectuses, price lists, etc.) is provided for information purposes only and may be revised at any time. The Service Provider is entitled to make any changes it deems useful. The Service Provider reserves the right to deviate from certain clauses of the General Terms and Conditions, depending on the negotiations conducted with the Client, by establishing Special Conditions of Sale ("SCS") which will be formalized in the commercial proposal submitted to the Client.

The Customer acknowledges having been informed that the Products and Services are provided as part of a leisure activity and that the use of virtual reality techniques can provoke emotional and physiological reactions of all kinds in its users. The Customer acknowledges that in case of doubt as to the suitability of a participant in a virtual reality animation session, whether in the context of a session organized by the Service Provider or by the Customer with the equipment sold or rented by the Service Provider, it is their responsibility to seek the advice of a health professional prior to any virtual reality session.

Sales of Products and Services are provided at the Service Provider's rates in effect on the day of the Order as they appear in the commercial proposal accepted by the Customer. The rates are expressed in euros and are net and exclusive of tax. The rates appearing in the commercial proposal are valid for two months. Beyond this two-month period, the commercial proposal that has not been returned by the Customer to the Service Provider will become null and void.

5-1. Payment deadlines

A deposit corresponding to a percentage of the total price of the Products or Services, the amount of which will be specified in the commercial proposal, will be paid by the Customer upon Order. The Service Provider will issue an invoice:

• deposit on the Order, upon receipt of the commercial proposal accepted according to the terms of article 3;
• of the balance of the Order, when providing the Products or Services.

If the conditions are met (article 289, I. 3 CGI by reference to article L. 441-9 C. com.), the Service Provider may offer to send the Client a monthly summary invoice.

Invoices are payable upon receipt by check or bank transfer.

No additional costs, greater than the costs incurred by the Service Provider for the use of a means of payment, may be invoiced to the Client.

No discount will be applied by the Service Provider for payment before the date shown on the invoice or within a period shorter than that mentioned in these General Terms and Conditions.



5-2. Late payment penalties

Any amount not paid by the Customer on the due date will automatically give rise to the payment of:

• late payment penalties calculated at the rate of 10% per year of the amount including all taxes of the price appearing on the invoice concerned;
• a fixed compensation for recovery costs in the amount of forty (40) euros. When the recovery costs incurred by the Service Provider are higher than the amount of this fixed compensation, the Service Provider reserves the right to request additional compensation upon presentation of the corresponding supporting documents.

Late payment penalties are automatically and automatically acquired by the Service Provider, without any formality or prior formal notice.

Any delay in payment will result in the immediate payment of all sums owed to the Service Provider by the Client, without prejudice to any other action that the Service Provider may be entitled to take against the Client in this regard.

In the event of non-compliance with the payment conditions set out above, the Service Provider also reserves the right to suspend the supply of the Products and Services ordered by the Customer and to remove or reduce any discounts granted to the latter.

6-1. Process of supply of Orders

The Products and Services ordered will be provided on the date and at the location indicated in the commercial proposal. The Customer may request the provision of the Products or Services at a location other than that indicated in the commercial proposal subject to prior agreement from the requested Service Provider at least thirty days before the scheduled date.

6-2. Delivery time

The Products and Services ordered by the Customer will be supplied within a maximum period of two months from receipt by the Service Provider of acceptance of the commercial proposal in accordance with the terms and conditions set out in Article 3 and accompanied by payment of the due deposit. This period does not constitute a strict deadline and the Service Provider shall not be liable to the Customer in the event of a delay in the supply of the Products or Services not exceeding two months. In the event of a delay exceeding two months, the Customer may request cancellation of the sale. Any deposits already paid will then be returned to him by the Service Provider.

6-3. Complaints

Upon delivery of the Products or Services, the Customer must sign a receipt, certifying the conformity of the Products or Services ordered. Any reservations must be mentioned on the receipt. The Customer will have a period of five (5) working days from the signing of the receipt to confirm, by registered letter with acknowledgment of receipt, any reservations or complaints, with all relevant supporting documents, to the Service Provider. After this period, the Products or Services provided will be deemed to conform to the Order, in quantity and quality. No complaint may be validly accepted in the event of non-compliance with these formalities and deadlines by the Customer. The Service Provider will rectify or have rectified, in accordance with the terms detailed in Article 8 of the General Terms and Conditions, any Products and Services deemed defective.

The Service Provider declares that it has taken out an insurance policy guaranteeing its professional civil liability for all activities and obligations arising from these General Terms and Conditions and undertakes to provide proof of this at the first request of the Client.

The Service Provider guarantees the Customer, in accordance with legal provisions, against any lack of conformity and any hidden defect, arising from a design or supply defect, excluding any negligence or fault of the Customer. The Service Provider also guarantees the Customer the peaceful enjoyment of the Products and Services provided.

The Provider shall not be liable under any circumstances in the event of delay or suspension of the provision of the Products or Services attributable to the Customer, or in the event of force majeure. The Provider shall only be liable in the event of proven fault or negligence and shall be limited to direct damages, excluding any indirect damages of any nature whatsoever.

In order to assert its rights, the Client must, under penalty of forfeiture of any action relating thereto, inform the Service Provider, in writing, of the existence of the defects within a maximum period of thirty days from their discovery.

In any event, in the event that the Provider's liability is retained, the Provider's guarantee would be limited to the amount excluding tax paid by the Customer for the corresponding order(s).

The Provider is and remains the exclusive owner of all intellectual property rights relating to the Products and Services, and in particular the content of immersive videos and interactive 3D applications (the “Content”).

The sales of Products or Services including Content do not confer on the Client any transfer of intellectual property rights relating to the Products or Services provided by the Service Provider.

Except for the viewing material, all Content is marked, traceable, and protected by the SocialDream® trademark. It is therefore subject to copyright.

Consequently, the Customer is prohibited from any copying, reproduction or exploitation, in whole or in part, of the Products and Services, without the express, written and prior authorization of the Service Provider, which may make it conditional on financial compensation. The Customer is also prohibited from assigning, supplying, lending, renting the Products and Services, granting sub-licenses, leases or other rights to a third party without the express, written and prior authorization of the Service Provider, which may make it conditional on financial compensation. The Customer undertakes to use the Products including the Contents for the sole purpose of executing the Order and in accordance with the provisions of these General Terms and Conditions and any other agreement that may be duly concluded with the Service Provider.

Any act mentioned above without the express authorization of the Service Provider is therefore prohibited and would constitute an infringement punishable by Articles L.335-2 et seq. of the Intellectual Property Code.

It is expressly agreed that in the event of failure to comply with these stipulations, the Service Provider shall be entitled, as a penalty clause, to obtain payment from the Client of compensation of two thousand five hundred euros (€2,500) for non-compliant use of the Products supplied by the Service Provider.

The personal data collected from the Customer is subject to computer processing by the Service Provider. They are recorded in its Customer file and are essential for processing the Order. This information and personal data are also kept for security purposes, in order to comply with legal and regulatory obligations. They will be kept for as long as necessary for the execution of Orders and any applicable guarantees.

The data controller is the Service Provider. Access to personal data will be strictly limited to employees of the data controller, authorized to process it due to their duties. The information collected may possibly be communicated to third parties linked to the company by contract for the performance of subcontracted tasks, without the Client's authorization being required.

As part of the performance of their services, third parties have only limited access to the data and are required to use them in accordance with the provisions of the applicable legislation on the protection of personal data. Apart from the cases set out above, the Service Provider is prohibited from selling, renting, transferring or giving access to third parties to the data without the prior consent of the Client, unless required to do so for a legitimate reason.

If the data is to be transferred outside the EU, the Client will be informed and the guarantees taken to secure the data (for example, adherence of the external service provider to the "Privacy Shield", adoption of standard protection clauses validated by the CNIL, adoption of a code of conduct, obtaining CNIL certification, etc.) will be specified.

In accordance with applicable regulations, the Client has the right to access, rectify, erase and transfer data concerning him/her, as well as the right to object to processing for legitimate reasons, rights which he/she may exercise by contacting the data controller at the following email address: contact@socialdream.fr.

In the event of a complaint, the Client may send a complaint to contact@socialdream.fr.

If an unforeseeable change in circumstances at the time of conclusion of the order makes the execution excessively onerous for a party that had not agreed to assume the risk, the latter may request a renegotiation from its co-contractor. It continues to perform its obligations during the renegotiation.

However, if the change in circumstances unforeseeable at the time of conclusion of the order was definitive or continued beyond three (3) months, each party may terminate this agreement in accordance with the terms defined in article 14.

Pursuant to Article 1219 of the Civil Code, each party may refuse to perform its obligation, even though it is due, if the other party does not perform its own and if this non-performance is sufficiently serious, i.e., likely to jeopardize the continuation of the order or fundamentally upset its economic balance. The suspension of performance will take effect immediately, upon receipt by the defaulting party of the notification of default sent to it for this purpose by the party that is the victim of the default, indicating the intention to apply the exception of non-performance as long as the defaulting party has not remedied the observed breach, notified by registered letter with acknowledgment of receipt or on any other durable written medium allowing proof of sending.

This exception of non-performance may also be used as a preventive measure, in accordance with the provisions of Article 1220 of the Civil Code, if it is clear that one of the parties will not fulfill the obligations incumbent upon it by the due date and that the consequences of this non-performance are sufficiently serious for the party affected by the default.

The suspension of performance shall take effect immediately upon receipt by the Party presumed to be in default of notification of the intention to apply the exception of preventive non-performance until the Party presumed to be in default performs the obligation for which a future breach is manifest, notified by registered letter with acknowledgment of receipt or on any other durable written medium allowing proof of sending to be provided.

However, if the impediment were definitive or continued beyond thirty (30) calendar days from the date of notification of the impediment by registered letter, these presents would be purely and simply resolved according to the terms defined in article 14.

The parties shall not be held liable if the non-performance or delay in the performance of any of their obligations, as described in these General Terms and Conditions, results from a case of force majeure, within the meaning of Article 1218 of the Civil Code. In particular, wars, natural disasters, embargoes, epidemics, strikes, any accident or fire, any interruption or stoppage in means of transport shall be considered as cases of force majeure.

The party noting the event must, without delay and by registered letter with acknowledgement of receipt, inform the other party of its inability to perform its service and justify this to the latter. The execution of the order will be suspended for the entire period of the force majeure event with the exception of obligations relating to confidentiality. The suspension of obligations may under no circumstances be a cause of liability for non-performance of the obligation in question, nor lead to the payment of damages or late payment penalties.

The performance of the obligation is suspended for the entire duration of the force majeure if it is temporary and does not exceed a period of fifteen (15) working/calendar days. Consequently, during this suspension, the parties agree that the costs incurred by the situation will be borne by the prevented party.

As soon as the cause of the suspension disappears, the parties will make every effort to resume the normal performance of their contractual obligations as quickly as possible. To this end, the prevented party will notify the other of the resumption of its obligation by registered letter with acknowledgment of receipt or any extrajudicial act. If the impediment is permanent or exceeds a period of fifteen (15) days, these presents will be purely and simply resolved according to the terms defined in article 14.

The Order may be terminated thirty (30) days after sending a registered letter with acknowledgment of receipt addressed to the defaulting party without any compensation being due from either party in this regard in the following cases:

• unforeseeable change in circumstances at the time of conclusion of the order which becomes definitive or whose effects last beyond three (3) months;

• sufficiently serious failure to perform any of the obligations covered by these General Terms and Conditions, such as the violation of Article 9 (Intellectual Property Rights) in the absence of corrective measures taken during the period of thirty (30) days, in application of the provisions of Article 1224 of the Civil Code;



• non-performance due to force majeure.

The injured party may seek legal redress for damages.

Any disputes that may arise regarding the validity, interpretation, execution or non-execution, interruption or termination of the order subject to these General Terms and Conditions will be submitted to mediation in accordance with the CMAP mediation rules to which the parties declare they adhere.

In the absence of an amicable settlement within ninety (90) days after the corresponding request by one of the parties for an amicable settlement, each party will be entitled to submit the matter to the Court of the place of the Provider's registered office.

By express agreement between the parties, these General Terms and Conditions are governed by French law. They are written in French. In the event that they are translated into one or more languages, only the French text shall be authoritative in the event of a dispute.

PART 2: SPECIAL CONDITIONS BY TYPE OF SERVICE

18.1 Prior information

Group entertainment sessions using virtual reality equipment are intended for vulnerable groups such as seniors, people with disabilities, and the sick, as well as any other person who requests them. The price will vary depending on the number of sessions. For the purposes of the service, the Client will be required to provide certain equipment, listed in the commercial proposal.

18.2 Conduct of the sessions

The Services take place in a dedicated room made available to the Service Provider by the Client or, in certain cases, in the living spaces of the participants (hospital bed, resident's room, etc.).

The Services take place mainly in groups of around fifteen people in the presence of a facilitator from the Provider who may be either an employee or a service provider of the Provider.

The presence of medical personnel (doctor or psychologist) or medical-social personnel made available by the Client is strongly recommended by the Service Provider.

At the request of the Service Provider, the Client must provide a written medical opinion from a healthcare professional attesting to the fitness of each participant for the virtual reality animation sessions, prior to any virtual reality animation session provided by the Service Provider. The Client undertakes to inform the Service Provider of any information it deems useful, particularly relating to the participants. The Service Provider reserves the right to interrupt any virtual reality animation session at any time in light of the participants' reactions. Only medical personnel who may be present during the Services at the Client's request will be authorized to use the participants' behavior. Under no circumstances should the Service Provider, which does not have access to the participants' files, be asked to establish a diagnosis or to use the participants' behavior for therapeutic purposes. The Service Provider disclaims all liability to either the Client or the participants for the effects of the virtual reality animation sessions on the participants. All virtual reality equipment (computers, software, virtual reality headsets, screens, etc.) is provided by the Service Provider. The Client must ensure that each participant has a seat, ideally a swivel chair with armrests.

In the event of a specific request from the Client concerning the conditions of provision of the Services, duly accepted in writing by the Service Provider, the related costs will be subject to specific additional invoicing, upon proposal previously accepted by the Client. For example, the Client may request from the Service Provider a descriptive report of the behavior and reactions observed among the participants during the session established by the facilitator for each of the participants.

In the case of the provision of an animation session, the receipt will be replaced by a session certificate issued by the Service Provider at the end of the session.

18.3 Authorization to broadcast music

The Provider has an authorization to broadcast music recorded in the videos valid only for broadcasting via a virtual reality headset. In the event of projection of the videos on another medium (overhead projector for example), the Client must ensure that the establishment in which the Services are carried out has the authorizations to broadcast the music required by the regulations in force.

20.1 General Provisions

The Customer may purchase equipment for viewing films and interactive 3D applications. Depending on the Product sold, the Service Provider may offer additional services (maintenance service and one-day start-up assistance), the terms and conditions of which will be specified in the commercial proposal. Regarding the sale of 360° video content and interactive 3D applications, the Customer purchases the digital medium on which the Content is recorded. In accordance with Article 9 of the General Terms and Conditions, the purchase of a digital medium does not entail any transfer of intellectual property rights over the content recorded on the digital medium. The transfer of risks to the Customer will take place upon delivery of the viewing equipment or the digital medium for a sale of Content, while ownership of the viewing equipment will take place upon full and complete payment of the price of the Order by the Customer.

20.2 Production of Content

The Client may request the production of a 3D film or a custom 3D interactive application. Since these services are personalized, there are no pre-established prices. The price of such a service will be quoted by the Service Provider based on specifications established with the Client. In the case of the production of a 3D interactive application, the specifications will be established in collaboration with the Client's therapists, doctors, and caregivers.

The Customer is informed that all equipment rented or sold must be subject to the same hygiene procedures and protocols as any other equipment existing within the structure. The Customer must check that the equipment has undergone an appropriate maintenance procedure (sterilization or disinfection) between each use.

The Provider cannot be held responsible for inadequate maintenance of the Product rented or sold.

These General Terms and Conditions are expressly accepted by the Customer, who declares and acknowledges having full knowledge of them, and therefore waives the right to rely on any contradictory document and, in particular, its own general purchasing conditions, which will be unenforceable against the Service Provider, even if it has been made aware of them.