HeartFocus Link Software License Agreement

DESKi SAS

Version History

4 August 2026  Software License Agreement ("Agreement") by and between the COMPANY and the Licensee

SOFTWARE LICENSE AGREEMENT AGREEMENT COVERSHEET

WHEREAS, the DESKi, COMPANY and Licensee have entered into this Agreement for a license to the software program HeartFocus Link Software, HeartFocus Link works as a simple plug-and-play software solution designed to support cardiac ultrasound learning, hands-on education, and image acquisition training within just a few hours of guided practice. A tablet running the HeartFocus Link application connects directly to existing ultrasound systems through a simple HDMI-based setup, delivering real-time AI guidance alongside the live ultrasound image to support users during image acquisition training, the functions of which are described in the documentation at https://www.heartfocus.ai/heartfocus-link and https://www.heartfocus.ai/faq-heartfocus-link, subject to the Software License Agreement Terms and Conditions (“General Terms and Conditions”) annexed hereto. HeartFocus Link is intended to support education, training, and image acquisition practice and is not for diagnostic use, clinical decision-making, or treatment guidance.

NOW THEREFORE, for good and valuable consideration, as set out below, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

  1. All Capitalized Terms used herein are defined in the General Terms and Conditions.
  2. The COMPANY shall provide Licensee with access to the Licensed Software as set forth in the General Terms and Conditions subject to the Licensee's full consent to the Agreement.
  3. Licensee shall have the right to use the Licensed Software pursuant to the Terms and Conditions of the Agreement, as annexed hereto. All rights, title, and interest in and to the Licensed Software and the intellectual property rights in and to the Licensed Software shall remain with the COMPANY.

Special Terms and Conditions

License Type and Number: 1 “Full License” (one Full License HeartFocus Link is only valid for one Installation of the Licensed Software). Each License is linked to one Installation and cannot be transferred to another Installation without prior deactivation. Any attempt to bypass or circumvent the activation process constitutes a material breach of the Agreement and may result in immediate termination of the Agreement.

License Activation Requirements: The Licensed Software may not be used unless the License has been previously activated by entering a valid activation code provided by the COMPANY following purchase. This activation is required to associate the License with the Installation and to enable access to the Licensed Software’s features. Instructions for activation are available in the Documentation and the link FAQ section at https://www.heartfocus.ai/faq-heartfocus-link.

License’s Term: This Agreement shall commence on the Effective Date. Notwithstanding the foregoing, the License granted herein shall become effective on the Start Date agreed between the parties as set out in the applicable quote or order (the “Start Date”). Prior to the Start Date, the Licensee may install the Licensed Software but shall not use it for any purpose other than installation and activation.

The Agreement shall be applicable for a fixed subscription period of one (1) or three (3) years (the “Term”), depending on the License option selected by the Licensee in the applicable quote or order, commencing on the Start Date. The License is sold on a one-time basis and does not renew automatically or by tacit agreement; any continued use of the Licensed Software after the Term requires a new License purchased under a separate quote or order.

  • License Fee: As set forth in the applicable quote or order accepted by the Licensee. HeartFocus Link is sold through direct sales as a one-time purchase; the License Fee is not paid through the online portal or the Apple App Store.
  • Support Services: Support channel available at support@deski.ai under the conditions set out in the General Terms and Conditions
  • Training: The COMPANY offers to support the training of HeartFocus Link users. To obtain information about this training session, you can contact our support team via email at  support@deski.ai.

IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be executed by their duly-authorized representatives as of the Effective Date.

DESKi SAS

HeartFocus Link Software License Agreement

General Terms and Conditions

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACTIVATING, ACCESSING OR USING THE LICENSED SOFTWARE. THE LICENSED SOFTWARE IS AN EDUCATIONAL AND TRAINING TOOL AND IS NOT A MEDICAL DEVICE; IT MUST NOT BE USED FOR DIAGNOSIS, CLINICAL DECISION-MAKING OR TREATMENT GUIDANCE. THIS AGREEMENT STIPULATES THE TERMS AND CONDITIONS OF USE OF THE LICENSED SOFTWARE PROVIDED BY DESKi SAS (a French company, registered in the Bordeaux Trade and Companies Register under SIRET number 81814521100012, with its registered office at 2 place de la Bourse, 33000 BORDEAUX), INCLUDING AS ACCESSED THROUGH THE APPLE APP STORE OR ANY DESKi WEBSITE.

THE PRODUCTS AND SERVICES OFFERED BY DESKi ARE SUBJECT TO THE TERMS AND CONDITIONS HEREIN.

IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS SOFTWARE LICENSE AGREEMENT, DO NOT USE THE LICENSED SOFTWARE IN ANY MANNER. YOU AGREE TO INDEMNIFY DESKi FOR VIOLATION OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IF YOU AGREE ON DESKi TERMS OF SERVICES, YOU ACCEPT TO BE A PARTY TO THIS AGREEMENT TOGETHER WITH ALL UPDATES AND ADDITIONAL TERMS, IF ANY, (COLLECTIVELY, THE “AGREEMENT”), TO BE BOUND BY ITS TERMS AND CONDITIONS AND COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS. ONLY IF YOU AGREE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD CLICK ‘AGREE’. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS SET FORTH HEREIN YOU MAY NOT USE THE LICENSED SOFTWARE. A COPY OF THE LICENSE MUST BE SAVED BY THE LICENSEE.

WHEN DOWNLOADING THE LICENSED SOFTWARE ON THE APPLE APP STORE, YOU MUST ALSO ACCEPT THE FULL AGREEMENT DURING ACTIVATION

PLEASE NOTE THAT THE AGREEMENT IS CONCLUDED BETWEEN YOU AND DESKi SAS ONLY, AND NOT WITH APPLE. DESKi SAS IS SOLELY RESPONSIBLE FOR THE LICENSED SOFTWARE AND THE CONTENT THEREOF. IF THERE ARE ANY CONFLICTS BETWEEN THE AGREEMENT AND THE APPLE STORE TERMS OF SERVICES, THE LATTER WILL APPLY.

1.  Definitions

1.1 “Affiliate” means a party to this Agreement and any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such party. The term control as used herein shall mean possession, directly or indirectly of at least fifty percent (50%) of the voting equity of another entity (or other comparable interest for an entity other than a corporation), or the power to direct or cause the direction of the management or policies of an entity whether through ownership or control.

1.2 “Start Date” means the date agreed between the COMPANY and the Licensee, as set out in the applicable quote or order, on which the Term commences.

1.3 “Documentation” means documentation (regardless of the format or media in which it is expressed) that describes the function and use (and installation, operation and maintenance) of Licensed Software that are provided by COMPANY to Licensee.

1.4 “Effective Date” means the date of Agreement acceptance by Licensee, whether through the Apple App Store or directly on the COMPANY’s website.

1.5 “Equipment” refers to a compatible computer or tablet as listed in the Documentation, connected via HDMI or an equivalent video interface to a cart-based ultrasound system, onto which the Licensed Software will be installed.

1.6 “Feedback” means feedback and evaluations of the Licensed Software and its use.

1.7 “Licensed Software” means an application programming interface ("APIs") and the software applications that are necessary for providing the functionalities described in the Documentation by the COMPANY in executable object code form, together with the Documentation so provided, and any Software Upgrades provided by COMPANY pursuant to this Agreement.

1.8 “Open Source Software” means software that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as “free software” or “open source software” (e.g., Linux), or pursuant to “open source,” “copyleft” or similar licensing and distribution models.

1.9 “Installation” means a single instance of the Licensed Software installed on one item of Equipment and enabled by one activation code.

1.10 “Software Upgrades” means all updates, upgrades, corrections, bug fixes, releases, improvements, or enhancements made to the Licensed Software by COMPANY and made available generally to other licensees of the Licensed Software.

1.11 “Term” means the term as defined in the Special Terms and Conditions of this Agreement.

1.12 “Trial Period” means a limited period of time during which the Licensee may use the Licensed Software free of charge for evaluation purposes only.

1.13 “Usage Data” means data relating to the Licensed Software and the use and operation of the Licensed Software.

2. License Grant

2.1 Subject to the terms of this Agreement and payment of applicable fees, the COMPANY hereby grants to Licensee and Licensee’s Affiliates a limited, non-exclusive, non-transferable, license to (a) use the Licensed Software to support education, training, and image acquisition practice as described in the Documentation, on the number of Installations as specified in the Special Terms and Conditions, and the Documentation in conjunction with a cart-based ultrasound system for cardiac ultrasound education and training, and (b) combine, incorporate and/or use the API to interface with the ultrasound system’s video output (the “License”). The Licensed Software and Documentation shall not be used in any other manner or for any other purpose during the Term of this Agreement. The License does not authorize any clinical, diagnostic, therapeutic or patient-management use of the Licensed Software. The Licensed Software shall not be relied upon in connection with any medical decision or patient care activity. The COMPANY will deliver the Licensed Software to Licensee according to the Article License Activation Requirements in the Special Terms and Conditions.

2.2 The COMPANY may provide a trial. During the Trial Period, COMPANY grants Licensee a license under the same conditions as set out above but free of charges, for a limited period and for evaluation purposes only.

2.3 The COMPANY hereby grants to Licensee and its Affiliates a limited, non-exclusive, and non-transferable right to allow each of its employees, faculty, students and trainees (as mentioned in the Documentation) to use the Licensed Software  to support education, training, and image acquisition practice during the Term. The Licensee shall remain fully responsible and liable for any and all acts or omissions of its employees whom the Licensee authorizes to access or use the Licensed Software (“Authorized Users”). The Licensee shall ensure that all Authorized Users comply with the terms and conditions of this Agreement, and any breach of this Agreement by an Authorized User shall be deemed a breach by the Licensee.

2.4 The Licensee can use the Licensed Software on any Apple-branded Products mentioned in the Documentation that the Licensee owns or controls and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions, except that such Licensed Software may be accessed and used by other accounts associated with the purchaser via Family Sharing or volume purchasing.

3. Fees and Payment

3.1 Licensee shall pay all amounts as agreed to by the Parties, as set forth in the Special Terms and Conditions.

3.2 To use the Licensed Software, the Licensee shall purchase a License and enter the activation code provided by the COMPANY to activate the Licensed Software. The price for the Term shall be set out in the applicable quote or order and is exclusive of applicable taxes and fees, unless otherwise stated (the “License Fee”).

3.3 Payment must be made in accordance with the applicable quote or invoice. Upon successful payment and receipt, the COMPANY will provide the activation code and the License will be valid for the duration of the Term provided for in the Special Terms and Conditions.

3.4 The License is granted for the Term only and does not renew. The Licensee is under no obligation to make any further payment after the License Fee for the Term, and the COMPANY will not issue any automatic renewal charge. Any new license after expiry of the Term must be purchased under a separate quote or order at the then-current price.

3.5 To the full extent permitted by applicable law, the Licensee acknowledges that the License Fee is non-refundable once the License has been activated. The Licensee acknowledges and agrees that if, for any reason whatsoever, the Licensee is unable to use the Equipment or the ultrasound system associated with the Licensed Software, the License Fee shall remain due and payable until the end of the Term, without any reduction or refund.

4.  Maintenance

4.1 COMPANY shall provide ongoing maintenance services (“Maintenance”) to Licensee and its Affiliates during the term of this Agreement as follows:

4.2 Subject to the terms of this Agreement, COMPANY may provide, at its sole discretion, Software Upgrades in object code format only and the Documentation therefore, when such Software Upgrades and Documentation are completed and made generally available to COMPANY’s other customers.

  1. a) COMPANY will provide technical support for the Licensed Software and Software Upgrades excluding issues caused by improper use, modifications made by the Licensee, or third-party integrations not authorized by the COMPANY. The Licensee may request technical support by sending an email to the dedicated support address: support@deski.ai.

The Licensee shall only contact the COMPANY for the maintenance services since Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Licensed Software.

5. Return of Licensed Software

5.1 Within thirty (30) days after termination of this Agreement, Licensee shall destroy all copies of the Licensed Software and such Documentation (including all extracts, summaries, and adaptations, and derived works thereof) stored on any Equipment or in any other location or storage media and cease all use of the Licensed Software.

6. Restrictions and Modifications

6.1 Licensee agrees not to, without the prior written consent of the COMPANY:

  • a) make any modifications to the Licensed Software;
  • b) adapt, translate, reverse engineer, decrypt, decompile, disassemble, or otherwise attempt to discover or obtain the source code or structure, sequence, and organization of the Licensed Software or create derivative works based on the Licensed Software or Documentation, or any part thereof;
  • c) make the Licensed Software or Documentation or any part thereof available to any third party, other than to any Authorized User pursuant to Section 2;
  • d) make any copies of, reproduce, or transfer any portion of the Licensed Software or Documentation, except for a single copy for purposes of backup, testing, and archiving.
  • e) use the Licensed Software for any purpose other than to support education, training, and image acquisition practice 
  • f) use or rely upon any guidance or information generated by the Licensed Software for diagnosis, clinical decision-making, treatment guidance or patient management.

7. Intellectual Property

7.1 The Licensed Software and Documentation and all of the intellectual property rights therein shall at all times remain the exclusive property of the COMPANY, and Licensee’s interest therein is only that of having possession of and the right to use the Licensed Software and Documentation pursuant to Section 2. herein, and the right to allow its Authorized Users to use the Licensed Software, pursuant to Section 2. herein, each for the Term of this Agreement (and any extensions hereto). Licensee agrees that it owns no right, title, or interest in or to the Licensed Software or Documentation or any of the intellectual property rights therein.

7.2 Licensee agrees to and hereby does assign, transfer, grant, and convey to the COMPANY all of Licensee’s and the exclusive rights, title, and interest in and to any and all Feedback and Usage Data, and agrees to execute all documents necessary to effect COMPANY’s exclusive ownership in and to all Feedback and User Data.

7.3 Licensee agrees that the COMPANY retains all rights in and to any and all technical and other data that is obtained through the operation of the Software, other than patient personally identifiable information that is manually input into the system.

8. Confidentiality

8.1 Licensee acknowledges that the Licensed Software and the Documentation provided to Licensee contain confidential and proprietary information and are confidential information of the COMPANY and/or its suppliers. Licensee agrees to hold the Licensed Software and the Documentation in confidence and shall not disclose, allow access to, or otherwise make available the Licensed Software or Documentation, or any part thereof, during the Term of the Agreement and for a period of at least ten (10) years after its termination to any other party without the prior written consent of the COMPANY, except to its employees, Affiliates, or other persons authorized by the COMPANY.

8.2 Neither Party shall market, promote, or make any public disclosures regarding this Agreement except as mutually agreed or required by applicable law; provided, that the COMPANY may identify Licensee as a trial user or licensee of the Software unless Licensee notifies the COMPANY otherwise in writing within five (5) days of execution of this Agreement.

9. Notices and Legends

9.1 Licensee agrees to retain any copyright notices, patent markings, license numbers, trademarks, credits, serialization numbers, or other information included in or on the Licensed Software and Documentation. The existence of any copyright notice shall not be construed as publication of the Licensed Software or Documentation.

10. Termination

10.1 If one of the Parties fails to fulfill any of its contractual obligations, the other Party may terminate the Agreement automatically within thirty (30) days of sending a formal notice by registered mail with acknowledgment of receipt that remains without effect. This termination shall be at the expense of the Party responsible for the unfulfilled contractual obligation, except in cases of force majeure as referred to in the article entitled “Force Majeure.”

10.2 Licensee shall have the right to terminate this Agreement at any time, for any reason or no reason at all, by giving fifteen (15) days' written notice to COMPANY of its intent to terminate this Agreement; provided that, if applicable, Licensee shall remain obligated to pay for the entire period for which Licensee agreed to a subscription period, which entire amount shall accelerate and become due and payable on the date of such termination.

10.3 The COMPANY reserves the right to terminate this Agreement at its sole discretion, at any time, by providing the Licensee with thirty (30) days’ prior written notice. In such a case, the COMPANY shall reimburse the Licensee, as final settlement, the portion of the License Fee already paid corresponding to the remaining period of use as of the effective date of termination.

11. Injunctive Relief

11.1 Licensee acknowledges that the COMPANY may be irreparably harmed if Licensee’s obligations under this Agreement are not specifically enforced and that the COMPANY would not have an adequate remedy at law in the event of an actual or threatened violation by Licensee of its obligations despite the availability of monetary damages. Therefore, Licensee agrees that the COMPANY shall be entitled to seek an injunction or any appropriate decree of specific performance for any actual or threatened violations or breaches by Licensee, its employees, agents, and/or representatives, or the continuation of any such breach, without the necessity of proving actual damages or posting of a bond.

12. Indemnification

12.1 COMPANY (and not Apple) shall indemnify, defend, and hold harmless Licensee from and against any and all actual or threatened third-party losses, liabilities, expenses, damages, claims, demands, or causes of action or proceedings (including without limitation reasonable attorney fees and disbursements) based on, arising out of, concerning, resulting from, or relating to any (a) allegation of infringement of any third-party intellectual property rights based on proper use of the License Software by Licensee, its Affiliates, or its employees in conformance with Licensee's obligations hereunder or (b) breach of any provision of this Agreement by COMPANY.

12.2 Licensee shall indemnify, defend, and hold harmless COMPANY and its officers, agents, and employees from and against any and all actual or threatened third-party losses, liabilities, expenses, damages, claims, demands, or causes of action or proceedings (including without limitation reasonable attorney fees and disbursements) based on, arising out of, concerning, resulting from, or relating to any (a) allegation of infringement of any third-party intellectual property rights based on improper use of the License Software by Licensee, its Affiliates, or its employees not in conformance with Licensee's obligations hereunder, (b) any use of the Licensed Software for a diagnostic, clinical or treatment purpose or otherwise in breach of this Agreement, or (c) breach of any provision of this Agreement by Licensee.

12.3 The COMPANY is responsible for addressing any claims of the Licensee or any third party relating to the Licensed Software or the Licensee’s possession and/or use of that Licensed Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Licensed Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation, including in connection with the Licensed Software’s use of the HealthKit and HomeKit frameworks.

13. Limitation of Liability

13.1 Other than with respect to claims under Sections 6, 8, or 12 or breaches thereof, and to the fullest extent permitted by applicable law, in no event shall the Company, its agents or employees, have any liability to the Licensee or any third party for the cost of substitute goods or any incidental, indirect, punitive, special, exemplary, or consequential damages, or lost profits, loss of data, loss of use, loss of business opportunity or claims of third parties, arising in any manner in connection herewith, or out of this Agreement, the performance or breach hereof or the subject matter hereof, however caused, whether by negligence or otherwise, regardless of the form of action.

13.2 The Licensee expressly acknowledges that the Licensed Software HeartFocus Link is intended to support education, training, and image acquisition practice and is not for diagnostic use, clinical decision-making, or treatment guidance and must be used exclusively in accordance with the Documentation provided by the COMPANY. Prior to any use of the Licensed Software, the Licensee undertakes to carefully read, understand, and comply with all instructions, warnings, contraindications, cautions, and precautions contained in the Documentation. 

13.3 In no event shall Company aggregate liability to the Licensee for all claims, whether in contract, or any other theory of liability, exceed the amounts paid by Licensee hereunder during the six (6) month period preceding any such claim. This limitation shall apply notwithstanding any failure of essential purpose of any limited remedy provided herein.

14. Representations and Warranty

14.1 Other than as specifically set forth herein, and to the fullest extent permitted by applicable law, the Licensed Software, and Documentation are provided “AS IS” and “WITH ALL FAULTS”. Licensee agrees that the use of the Licensed Software, and Documentation is at Licensee’s risk. 

14.2 To the fullest extent permitted by applicable law, the Company makes no warranty of any kind to Licensee or any third party, express, implied, or statutory, with respect to the Licensed Software, Documentation, operation of the Licensed Software, or outputs of or results obtained from use of the Licensed Software, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, fitness for any clinical or diagnostic purpose, operability or non-infringement, and all such warranties are hereby excluded by Company and waived by Licensee.

14.3 Without limiting the foregoing, the COMPANY does not warrant or represent that use of the Licensed Software will enable any Licensee or Authorized User to acquire any particular level of competency or proficiency in cardiac ultrasound, satisfy the requirements of any educational curriculum, or result in any certification, accreditation, professional qualification or successful completion of any training programme. The Licensee remains solely responsible for assessing the competency, supervision and readiness of its Authorized Users. 

14.4 If applicable, in the event of any failure of the Licensed Software to conform to any applicable warranty, the Licensee may notify Apple, and Apple will refund the purchase price for the Licensed Software to the Licensee. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Licensed Software.

15. Compliance

15.1 Licensee acknowledges that the Licensed Software is not a medical device and has not been cleared or approved as a medical device by the U.S. Food and Drug Administration (“FDA”) or any other regulator, and shall not use or promote it for any diagnostic or clinical purpose.

15.2 Notwithstanding that this Agreement is governed by French law, the Licensee agrees to use the Licensed Software in compliance with all applicable laws, regulations, and guidelines in the jurisdictions of use, including France and the United States, and is solely responsible for the regulatory status and lawful use of any cart-based ultrasound system used with the Licensed Software.

15.3 Licensee agrees to comply with all applicable export and import laws and restrictions and regulations, and not to export or re-export the Licensed Software or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals.

16. Audit 

16.1 Provided at least one (1) week’s notice is given, the COMPANY or any third party appointed by the COMPANY may audit the Licensee’s information systems and accounting records during business hours for the sole purpose of verifying that the Licensee's use of the Licensed Software complies with the terms of the Agreement.

17. Data Protection

17.1 COMPANY’s processing of personal data is governed by COMPANY’s Privacy Policy. The Privacy Policy is incorporated by this reference into, and made a part of, these General Terms and Conditions. The Software itself does not collect, process, or store User Data (profile/contact). Such data is handled via the Heart Focus Portal as described in the Privacy Policy. The Software may only collect and process Technical & Navigation Data, which is retained for up to 25 months from LICENSEE’s last connection to the Software. COMPANY does not collect or receive health/special-category data via the Software. If LICENSEE connects the Software to a cart-based ultrasound system (via video capture), any patient information captured will be stored and processed locally on LICENSEE’s device; COMPANY does not access, transmit, or store that information on COMPANY’s servers. LICENSEE, as data controller, is responsible for compliance with applicable data-protection laws (including the GDPR) and for any patient consent, anonymization, and secure retention or deletion of recordings.

18. Miscellaneous

18.1 Should any provision of this Agreement be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, that provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

18.2 The failure of either party to enforce any term or condition of this Agreement shall not constitute a waiver of either party’s right to enforce each and every term and condition of this Agreement.

18.3 The Licensee declares and undertakes to maintain in force its insurance contract with an insurance company that is known to be solvent, for all financial consequences of its professional civil liability arising from bodily injury, property damage, and intangible damage caused in the performance of the Agreement.

18.4 This Agreement may not be assigned by either party without the prior written consent of the other party. Notwithstanding the foregoing, it is expressly agreed between the Parties that any company created by the COMPANY, or succeeding to COMPANY's rights by transfer, acquisition, change of control, spin-off or merger, may replace the COMPANY as the assignee of the Agreement.

18.5 The Licensee expressly authorizes the COMPANY to use subcontractors to provide the Services. In this context, the COMPANY may disclose to the subcontractors all information and/or elements necessary for providing the Services.

18.6 The parties agree that this Agreement states the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and representations of the parties, oral or written, relating thereto. The COMPANY may amend the Agreement for technical, legal, or commercial reasons, by providing the Licensee with at least thirty (30) days’ written notice.

18.7 This Agreement and all disputes under or relating to this Agreement shall be governed by and construed in accordance with the laws of France.

18.8 In the event of any dispute relating to the Agreement, the Parties expressly agree to submit to the exclusive jurisdiction of the Courts within the jurisdiction of the Bordeaux Court of Appeal, notwithstanding multiple defendants or third-party claims.

18.9 Neither party shall be liable, or deemed to have failed to perform, for any failure to perform due to force majeure as defined in article 1218 of the French Civil Code, if it notifies the other party and uses its best efforts to minimize the damage and perform its obligations as soon as possible after the force majeure ceases. The parties agree that pandemics are included in the cases of force majeure.

18.10 Apple, and Apple’s subsidiaries, are third party beneficiaries of these General Terms and Conditions. Upon the Licensee’s acceptance, Apple will have the right to enforce these terms and conditions against the Licensee as a third party beneficiary thereof.

18.11 The Parties expressly agree that any document signed electronically within the framework of this Agreement constitutes the original of the said document and has the same probative value as a document signed by hand on paper in accordance with Article 1366 of the French Civil Code.