General Terms of Use and Sale

These terms comprise two inseparable parts: the general terms of use (the "Terms of Use"), which govern access to and use of the OpenData Finance website and platform, and the general terms of sale (the "Terms of Sale"), which govern subscriptions to the paid plans. They are published by ODF OPEN-DATA FINANCE SAS and are intended exclusively for professional and institutional clients.

Part I. General Terms of Use

The Terms of Use govern access to the website at https://opendatafinance.com/ and to the platform available at app.opendatafinance.com. By accessing the Service, creating an account or using any of its features, the User accepts these Terms of Use in full and without reservation. Users who do not accept them must refrain from any access or use.

Article 1. Purpose and definitions

These Terms of Use set out the conditions under which ODF OPEN-DATA FINANCE SAS makes its website and financial analysis platform available, and define the rights and obligations of the parties. They form a contract between the User and ODF. ODF reserves the right to amend the Terms of Use at any time; the applicable version is the one in force on the date the Service is accessed.

For the purposes hereof, the following terms have the meanings set out below:

• "ODF": ODF OPEN-DATA FINANCE SAS, a simplified joint-stock company incorporated under French law, registered with the Paris Trade and Companies Register under number 929 740 926, with its registered office at 5 rue Séguier, 75006 Paris, France.
• "Website": the website available at https://opendatafinance.com/ together with all of its pages.
• "Platform" or "Service": the financial analysis application available at app.opendatafinance.com, together with all tools, engines, data and content that make it up.
• "User": any person accessing the Website or the Platform in a professional or institutional capacity.
• "Client": any legal entity or professional that has subscribed to a paid plan of the Platform.
• "User Content": any data, query, configuration or information entered by the User when using the Service.

Article 2. Acceptance and capacity (strictly professional and institutional use)

The Platform is intended exclusively for professional and institutional use: analysts, portfolio managers, investment advisers, investment boutiques and financial institutions. It is neither intended for nor offered to retail investors, consumers or personal use. By accessing the Service, the User represents and warrants that they are acting in the course of their professional activity or on behalf of the professional entity they represent.

By accepting these terms, the User further represents that they:

• have the legal capacity and, where applicable, the authority to bind the professional entity on whose behalf they act;
• possess the knowledge and experience required to analyse and interpret the financial information made available;
• will use the Service in compliance with the laws and regulations applicable to their activity.

Article 3. Description of the service

The Platform provides financial analysis support tools based on the processing of data drawn from public sources. The Service is built around four main engines, complemented by an artificial-intelligence assistant:

The artificial-intelligence assistant produces analysis and synthesis for information purposes only. Features, their scope and their availability may change; some are reserved for Clients depending on the plan subscribed. The outputs produced, including those generated by the AI, may contain inaccuracies, omissions or errors and must always be verified by the User.

• a company filtering and selection engine (financial and sector screening by criteria and thresholds);
• a data and monitoring engine (company data, watchlists, alerts and personalised notifications by thresholds or events);
• a comparison and research engine (side-by-side company analysis and data exploration);
• a financial-impact simulation and personalised synthesis engine.

Article 4. Account and security

Access to the reserved features requires the creation of an account and the issuance of strictly personal and confidential credentials. The User is solely responsible for keeping their credentials secure and confidential and for all activity carried out from their account.

The User undertakes not to share, transfer or pool their credentials, and to use the Service in good faith. In particular, the User refrains from any bulk or automated extraction of data, any circumvention of technical measures, any attempted fraudulent access, any impersonation and any disruption of the Service.

In the event of loss, theft or actual or suspected compromise of their credentials or account, the User must notify ODF without delay at support@opendatafinance.com so that appropriate measures can be taken. ODF cannot be held liable for the consequences of credentials being used by a third party until such notification has been made.

Article 5. Financial conditions

Access to the Website is free of charge, except for Internet connection costs, which remain the User's responsibility. Some features are available at no cost; full access to the Platform requires a paid subscription.

Subscriptions are offered on quotation. Prices, the scope of the services and the billing arrangements are set out in the quotation and, where applicable, in the special conditions accepted by the Client. Unless stated otherwise, prices are exclusive of tax; any applicable tax, duty or levy is borne by the Client.

Payment is processed through the provider Stripe. Detailed terms regarding price, payment, payment default and refunds are set out in Part II (Terms of Sale) hereof.

Article 6. Term, renewal and termination

The Terms of Use apply for an indefinite period, from the moment the Service is accessed and for the entire duration of its use. The term of paid subscriptions, their renewal and their termination arrangements are governed by Part II (Terms of Sale).

Either party may terminate the contractual relationship under the conditions set out herein. ODF may suspend or close a User's access in the event of a breach, under the conditions of Article 12. Termination ends the right to access the Service.

At the end of the contractual relationship, ODF will return the User Content to the Client, upon written request made within thirty (30) days, in a standard format, and will then delete or anonymise it, subject to legal retention obligations. After that period, ODF is no longer required to retain such data.

Article 7. Intellectual property

The Website, the Platform, their structure, interfaces, texts, trademarks, logos, algorithms, engines and databases are the exclusive property of ODF or are operated by it under licensed rights. They are protected by intellectual property law. No licence is granted beyond the right of use strictly necessary to operate the Service within the scope of the plan subscribed, on a non-exclusive and non-transferable basis.

Except with ODF's prior written authorisation, the User is in particular prohibited from:

• reproducing, displaying, extracting, reusing or redistributing, in whole or in part, the Website, the Platform or their data, including by automated extraction (scraping);
• reselling, sublicensing, renting or making available to third parties all or part of the Service or its content;
• decompiling, disassembling or carrying out any reverse engineering, except within the mandatory limits of the law;
• altering trademarks, logos or proprietary notices, or creating a derivative work from the Service.

Article 8. Data and third-party licences

The data displayed on the Platform comes from public sources. It is aggregated, processed and presented for information purposes. ODF uses reasonable means to ensure its quality but cannot guarantee its accuracy, completeness, timeliness or fitness for a particular purpose.

Where certain data is provided under licences granted by third parties, the User undertakes to comply with the usage restrictions attached to those licences, including any prohibition on redistribution, resale or use outside the authorised scope. Such data may be used only for the User's internal analysis purposes.

Data and outputs are provided "as is" and "as available", without warranty of any kind, express or implied. ODF cannot be held liable for decisions made on the basis of such data.

Article 9. Investment disclaimer

The information, data, analyses and outputs provided by the Platform, including those generated by its artificial-intelligence tools, are provided for information purposes only. They in no way constitute investment advice, a personalised recommendation, financial analysis within the meaning of regulations, an inducement, a solicitation or an offer to buy or sell financial instruments.

ODF does not act as an investment adviser, an investment services provider or a financial investment adviser. Any investment decision is made at the sole discretion and full responsibility of the professional User, who remains responsible for carrying out their own checks and, where appropriate, obtaining advice from duly authorised advisers.

Article 10. Availability and maintenance

ODF is bound by a best-efforts obligation regarding the availability of the Service. Unless a service-level agreement (SLA) is expressly provided in a contract or special conditions, no availability rate is guaranteed. The Service may be interrupted, suspended or modified, in whole or in part, in particular for maintenance, updates, security or technical reasons.

ODF endeavours to carry out scheduled maintenance during low-impact windows and, where possible, to inform Clients in advance. ODF cannot be held liable for interruptions, slowdowns or unavailability, or for their consequences. For any question, the User may contact support@opendatafinance.com.

Article 11. Limitation of liability

The Service is provided "as is". To the extent permitted by applicable law, ODF excludes all express or implied warranties, including any warranty of accuracy, completeness, merchantability or fitness for a particular purpose. The User uses the Service at their sole responsibility.

To the fullest extent permitted by applicable law, ODF cannot be held liable for indirect, intangible or consequential damages, in particular loss of profits, revenue, data, goodwill or opportunity, or for financial losses resulting from investment decisions.

To the fullest extent permitted by applicable law, and except where such a limitation is prohibited, ODF's total and aggregate liability under these terms, on any and all grounds combined, is limited to the amount of the sums actually paid by the Client to ODF during the twelve (12) months preceding the event giving rise to liability. These limitations do not apply in the event of wilful misconduct, gross negligence or harm to the life or physical integrity of persons.

Article 12. Suspension

ODF may, as of right and without notice, suspend access to all or part of the Service in the event of a breach by the User of these terms, abusive, fraudulent or non-compliant use of the Service, a risk to the security, integrity or availability of the Platform, or payment default under the conditions of the Terms of Sale.

Suspension does not relieve the Client of its obligations, in particular payment, for the relevant period. Where the breach can be remedied, ODF may make the restoration of access conditional on its remedy. The prolonged suspension of an unremedied breach may lead to termination under the conditions hereof.

Article 13. Personal data

ODF processes personal data in compliance with Regulation (EU) 2016/679 (GDPR) and applicable regulations. The purposes, legal bases, retention periods, recipients, any transfers and the rights of data subjects are described in the privacy policy available on the dedicated page /privacy-policy.

The User has, in particular, the rights of access, rectification, erasure, restriction, objection and portability, as well as the right to withdraw consent and to lodge a complaint with the CNIL. These rights are exercised in accordance with the procedures described in the privacy policy or at contact@opendatafinance.com.

Article 14. Force majeure

Neither party may be held liable for a failure to perform its obligations resulting from a case of force majeure within the meaning of Article 1218 of the French Civil Code and the case law of the French courts, that is, an event beyond its reasonable control, which it could not reasonably foresee and the effects of which cannot be avoided by appropriate measures.

Such events include, in particular, natural disasters, fires, floods, epidemics, acts of war, terrorism or public authority, general strikes, widespread failures of telecommunication or energy networks and large-scale cyberattacks. The affected obligations are suspended for the duration of the impediment; if it continues for more than thirty (30) days, either party may terminate as of right, by written notice, without compensation.

Article 15. General provisions

The following provisions govern the application of these terms:

• Entire agreement: these terms, together with the accepted quotations and special conditions, constitute the entire agreement between the parties and prevail over any prior document or exchange.
• Severability: if any provision is held to be void or unenforceable, the remaining provisions remain in full force, and the provision concerned is deemed replaced by a valid provision of equivalent effect.
• No waiver: a party's failure to enforce a right or a breach does not constitute a waiver of that right for the future.
• Assignment: the User may not assign these terms without ODF's prior written consent; ODF may assign or transfer these terms in connection with a reorganisation or a transaction affecting its assets.

Article 16. Governing law and jurisdiction

These terms are governed by French law. In the event of a dispute, the parties will endeavour to seek an amicable solution before any legal action.

Failing an amicable settlement, and the relationship being strictly professional, any dispute relating to the formation, interpretation, performance or termination of these terms falls within the exclusive jurisdiction of the competent courts of Paris, including in the event of multiple defendants, third-party claims or urgent proceedings, subject to public-policy rules.

Part II. General Terms of Sale

These Terms of Sale govern the subscription to and performance of paid plans of the Platform. They are intended exclusively for professional and institutional Clients. They supplement the Terms of Use; in the event of any conflict on a sale-related point, the Terms of Sale prevail.

Article 1. Purpose and scope

These Terms of Sale set out the conditions of order, price, payment, term and termination of subscriptions to the Platform. They are provided to any professional Client upon request, in accordance with the provisions applicable to relationships between professionals.

Subscribing to a plan constitutes full and unreserved acceptance of these Terms of Sale and of the Terms of Use. These terms prevail over the Client's purchasing conditions, if any, unless otherwise agreed in writing by ODF.

Article 2. Order and price determination on quotation

Subscriptions are offered on quotation, prepared by ODF based on the scope of the services, the number of seats and the options selected. The quotation specifies the services, the price, the term and the billing arrangements. The order is deemed formed on the date the Client accepts the quotation, by signature, electronic validation or any equivalent means.

Unless stated otherwise, prices are expressed in euros and exclusive of tax. Any applicable tax, duty or contribution, in particular value-added tax at the rate in force, is added to the price and borne by the Client.

Article 3. Payment terms and payment default

Payment is made through the payment provider Stripe (Stripe Payments Europe), according to the schedule set out in the quotation (payment on order, monthly or annually depending on the plan). The Client warrants that it holds a valid means of payment and authorises the corresponding charges for the duration of the subscription.

In the event of payment default, delay or rejection, and after any reminder has gone unheeded, ODF may suspend access to the Service in accordance with the Terms of Use, without prejudice to its right to demand payment of the sums due. In accordance with Article L441-10 of the French Commercial Code, any late payment between professionals automatically triggers late-payment penalties calculated at the European Central Bank interest rate increased by ten (10) points, together with a fixed recovery indemnity of forty (40) euros, without prejudice to any additional compensation upon supporting evidence.

No discount is granted for early payment, unless stated otherwise in the quotation. Billing disputes must be notified in writing within a reasonable time from receipt of the invoice.

Article 4. Term, renewal and termination of the subscription

The subscription is entered into for the initial term stated in the quotation. Unless stated otherwise, it then renews automatically for successive periods of equivalent duration, with either party being able to object by notifying the other, in writing, before the end of the current period and within the notice period stated in the quotation.

Either party may terminate the subscription in the event of a serious breach by the other party that is not remedied within thirty (30) days of a written formal notice. Termination by the Client does not give rise to a refund of sums already paid for the current period, subject to applicable mandatory provisions.

Article 5. No right of withdrawal and refunds

As these terms are intended exclusively for professionals acting in the course of their activity, the right of withdrawal provided by the French Consumer Code for the benefit of consumers does not apply. The professional Client acknowledges ordering a service in a professional capacity and waives, to that extent, any reliance on consumer-protection provisions.

As the Service consists in the supply of digital content and immediate access to a platform, sums paid are non-refundable, except as expressly stated otherwise in the quotation or required by mandatory law. Any refund request is examined on a case-by-case basis by ODF.

Article 6. Delivery, access and service levels

Access to the Platform is opened to the Client upon validation of the order and, where applicable, the first payment, by the provision of credentials. The provision of the Service is a best-efforts obligation. Unless a service-level agreement (SLA) is expressly provided in the quotation or in special conditions, no availability rate is guaranteed.

The availability, maintenance and interruption conditions described in the Terms of Use apply to subscriptions. Enhancements, updates and fixes made to the Service are included in the subscription, without creating any obligation to keep a given feature unchanged.

Article 7. Confidentiality and data

Each party undertakes to keep confidential the non-public information exchanged in connection with the subscription, in particular pricing terms and technical or commercial information, and to use it only for the performance of the contract. This obligation survives for two (2) years after the end of the contractual relationship.

The processing of personal data is governed by the privacy policy available at /privacy-policy. The fate of User Content at the end of the contract is governed by Article 6 of the Terms of Use.

Article 8. Governing law and jurisdiction

These Terms of Sale are governed by French law. The parties will seek an amicable solution to any dispute before any legal action. Consumer mediation does not apply, as the Service is strictly reserved for professionals and institutions.

Failing an amicable settlement, any dispute relating to these Terms of Sale falls within the exclusive jurisdiction of the competent courts of Paris, subject to public-policy rules. For any question regarding subscriptions, the Client may contact contact@opendatafinance.com.