NEURONES 3D SOURCE LICENCE AGREEMENT Version 1.0. Effective Date: 8 October 2026. Copyright (c) 2025-2026 Florent Poux. All rights reserved. PLAIN-LANGUAGE SUMMARY (for orientation only; the numbered clauses govern) You can: use, study and change the code, for learning and for your own work, including paid work for clients. Results you produce (data, models of sites, reports) are yours; code derived from ours stays under these rules. If you enrol yourself, you may use it in your job; your employer is not bound and gains no rights. You pay if: you or your company make a product with it that other people use (including an automated service), and that product earns EUR 50,000 a year or more, or you raise EUR 50,000 or more in outside funding, or your company group already turns over EUR 2,000,000 or more a year. Then choose: EUR 4,900 a year, or 2% of the company. Even below that, tell us about each product and credit "Built on Neurones 3D". You cannot: share the code (including with colleagues who are not enrolled), build a platform or course that competes with it, or rewrite it (by hand or with AI) to escape these rules. PARTIES (1) Dr. Florent Poux, a natural person, author of the Software and holder of the author's rights in it, whose address for notices is c/o 3D GEODATA ACADEMY, 200 rue de la Croix Nivert, 75015 Paris, France ("Licensor", "we", "us"); and (2) the natural person or legal entity identified at the purchase of a Programme, or who otherwise receives the Software from Licensor or the Academy ("Licensee", "you"). The Programmes are sold by 3D GEODATA ACADEMY, a French SARL with a share capital of EUR 1,000, registered office 200 rue de la Croix Nivert, 75015 Paris, France, registered with the RCS of Paris under number 939 586 137 (the "Academy"), which delivers the Software to buyers on Licensor's behalf. The licence of the Software is granted by its author, Licensor, under this Licence. The Academy is not a party to this Licence and grants no right in the Software. 1. DEFINITIONS Capitalised words have the following meanings. The singular includes the plural and the reverse. "Including" means "including without limitation". 1.1 "Affiliate": any entity that, directly or indirectly, controls, is controlled by, or is under common control with a person, "control" having the meaning of Article L233-3 of the French Commercial Code. 1.2 "Authorised User": a natural person who (a) is enrolled, or was enrolled, in a Programme in their own name, or is named by an Organisation Licensee against one of its paid Programme enrolments, and (b) has accepted this Licence. Under a Commercial Licence, employees and contractors of the Company (clause 6.4) or of the Licensee Group member holding the Commercial Licence, bound by written confidentiality obligations at least as strict as clause 8, are also Authorised Users. A person named by an Organisation stops being an Authorised User when they leave it, and must then delete the Licensed Code received through it. Only Authorised Users may access the Licensed Code. 1.3 "Commercial Licence": the licence granted under clause 6 to make Products available. 1.4 "Competing Offering": an offering that uses or incorporates the Licensed Code, a Derivative Work or Confidential Information and is (a) a general-purpose 3D data processing platform, software development kit, library or toolkit that offers, as a whole, a substitute for the Software; or (b) a course, training programme, bootcamp, tutorial series or other educational product that uses, shows, distributes or is built around the Licensed Code. A Product designed for a specific use case, industry or customer group is not a Competing Offering under (a). 1.5 "Confidential Information": the Licensed Code, its architecture, unreleased features, and any non-public information Licensor discloses to you, excluding information you can show by written records (a) is or becomes public other than through your breach, (b) you lawfully held before receiving it from Licensor, or (c) you developed independently without access to it. Disclosure by anyone in breach of a Neurones 3D licence does not make information public. Notes, specifications, prompts, summaries or descriptions derived from the Licensed Code are Confidential Information. 1.6 "Consumer": a natural person acting for purposes outside their trade, business, craft or profession, within the meaning of the preliminary article of the French Consumer Code. "Professional" means any other Licensee. 1.7 "Derivative Work": any work, in any programming language or form, that reproduces, adapts, translates, arranges, modifies, extends, ports or is otherwise derived from all or a substantial part of the Licensed Code, including its structure, sequence, organisation or original algorithms as expressed in the code, and including any such work produced in whole or in part by an artificial intelligence system, code-generation tool, contractor or other person that was given the Licensed Code, a Derivative Work, or Confidential Information as input or reference. Code that only calls a Derivative Work through its interface, without reproducing any part of the Licensed Code, is not itself a Derivative Work, but a Product that includes or calls it is still a Product (clause 1.15). 1.8 "Effective Date": the date shown at the top of this Licence. 1.9 "Licensed Code": the source code and object code of the Software, and any part of it. 1.10 "Licensee Group": you, your Affiliates, and any entity that you found, co-found, control, act as director or officer of, or in which you hold, directly or through a spouse, partner, relative or nominee, 10% or more of the share capital or voting rights, and to which you give access to, or make available, the Licensed Code, a Derivative Work, or a Product. An entity that once formed part of your Licensee Group remains part of it, and any entity that receives or uses the Licensed Code, a Derivative Work or a Product through you, or through a person acting for you or connected to you, is part of it. Your employer is not part of your Licensee Group merely because it employs you. 1.11 "Licensor Checkpoints": machine-learning model weights or checkpoints trained by Licensor and supplied with or downloadable through the Software. 1.12 "Organisation": the legal entity, public body or partnership on whose behalf a Programme was purchased, if any. 1.13 "Outputs": data, point clouds, meshes, models of buildings, sites or objects, classifications, measurements, reports, drawings, images and other results produced by running the Software or a Derivative Work on data. Outputs do not include any part of the Licensed Code, a Derivative Work, or software. 1.14 "Outside Funding": any money or money's worth received, in any form, by the member of the Licensee Group that makes a Product available or by its holding company, from any person other than its Founders, including equity, quasi-equity, convertible instruments (such as BSA AIR or SAFE), shareholder loans from non-founders, public or private grants and subsidies, innovation prizes, and accelerator or incubator funding. It excludes ordinary bank loans on arm's-length terms and revenue from customers. Amounts are counted cumulatively from the date you first received the Software. "Founders" means natural persons who held shares at incorporation and work in the business. 1.15 "Product": any software, application, plug-in, extension, script, library, model, service, software-as-a-service, API, device, firmware or other offering that includes, is built with, calls, or is a Derivative Work, and that is made available, in any manner (including by distribution, download, hosting, remote access, installation on another person's equipment, or embedding in hardware), to any person who is not an Authorised User of the Licensee Group, whether against payment or free of charge. The following are not Products: (a) Outputs; (b) operating the Software or a Derivative Work yourself to deliver Outputs to clients, where only Authorised Users operate it and clients receive Outputs only. Exception (b) applies only where an Authorised User operates the Software for each engagement; an automated or self-service process that returns Outputs to clients (such as an upload portal or processing API) is a Product. 1.15A "Object Code": a compiled, packaged or obfuscated form that does not contain readable source code and is distributed with no means provided to recover it. 1.16 "Programme": any paid programme sold by the Academy that includes access to the Software, including the 3D Spatial AI Architect tiers and the 3D Forge Build Camp, as listed in Schedule A. A Programme is "Active" while your access to it has not ended. 1.17 "Product Revenue": all amounts, excluding VAT, invoiced or received by any member of the Licensee Group for or in connection with Products, including licence, subscription, usage, hosting, support, maintenance, training, set-up and customisation fees, and the fair market value of any non-cash consideration. Where a Product is sold in a bundle with other goods or services, the full bundle price counts unless the Product is also sold separately on the same terms, in which case its separate price counts. Product Revenue also includes amounts received for Outputs produced by a Product made available to others, and, where a Product reaches end users through a reseller, white-label partner or other person not acting at arm's length, the price those end users pay. Product Revenue is measured over any rolling period of 12 months. 1.18 "Release": a version of the Software that Licensor makes available to you, including updates, patches and new editions. 1.19 "Software": Neurones 3D, in any edition listed in Schedule A, including its source and object code, user interfaces, configuration, scripts, documentation, examples, sample data, Licensor Checkpoints and every Release you receive. 1.20 "Third-Party Components": software, libraries, model weights, datasets and other material owned by third parties, identified in THIRD_PARTY_NOTICES.md, docs/LICENSING.md or the Software itself. 1.21 "Threshold": the conditions in clause 6.1. 2. ACCEPTANCE AND WHO IS BOUND 2.1 You accept this Licence only by an express click, at checkout or on the acceptance screen of a Release, after it has been made available to you in a form you can download, store and reproduce (Articles 1119, 1127-1 and 1127-2 of the French Civil Code). You cannot access the Licensed Code without accepting it. Licensor, or the Academy on his behalf, keeps a record of each acceptance (date, account, version), and the parties agree, under Article 1356 of the French Civil Code, that these records are proof of acceptance unless shown otherwise. 2.2 If a Programme is purchased by an Organisation, the Organisation is the Licensee, names its Authorised Users, ensures each of them accepts this Licence, and is responsible for their acts and omissions. 2.3 If you accept on behalf of an Organisation, you confirm that you have authority to bind it. 2.4 You are responsible for any breach committed by a member of your Licensee Group, your employees, contractors or Authorised Users you appoint, as if you had committed it yourself. Before any member of your Licensee Group other than you uses the Licensed Code, a Derivative Work or a Product, it must accept this Licence in writing. 2.5 This Licence prevails over any terms in your purchase orders or other documents. 3. RIGHTS GRANTED TO YOU, INCLUDED IN YOUR PROGRAMME 3.1 Grant. Subject to your compliance with this Licence, Licensor grants you a personal, non-exclusive, non-transferable, non-sublicensable licence to: (a) reproduce the Software by installing, loading, running, displaying and storing it, and making back-up copies, on devices owned or controlled by you or your Organisation; (b) read, study, analyse and test the Licensed Code; (c) adapt, modify, translate, arrange and create Derivative Works; and (d) use the Software and your Derivative Works: (i) for personal learning, teaching yourself and non-commercial academic research; (ii) within your Organisation for its internal purposes; and (iii) to provide services, including paid services, to your clients, in each case only through Authorised Users, and without making any Product available except under clause 6. If you enrol in your own name, you may use the Software in your work for your employer and its clients; your employer gains no rights under this Licence, and no other employee may access the Licensed Code unless they are an Authorised User. 3.2 Scope (Articles L122-6 and L131-3 of the French Intellectual Property Code). The rights granted in clause 3.1 cover the right of reproduction (Article L122-6 1°) and the rights of translation, adaptation, arrangement and modification (Article L122-6 2°) of the Software, for the purposes stated in clause 3.1(d), worldwide, for the duration set in clause 9. 3.3 Publications. You may publish academic papers, articles, talks and videos describing results obtained with the Software, citing "Neurones 3D, Dr. Florent Poux" as the tool used, and may quote up to 50 consecutive lines of Licensed Code in each, with that citation. Quoting more, or publishing code that would let someone rebuild the Software, is not permitted. 3.4 Your own code. Code that you write independently, which is not a Derivative Work, is yours alone. 3.5 Outputs. Outputs belong to you or your client, as you agree between you. Licensor claims no right over and charges no fee on Outputs, subject to the rights of any Third-Party Component used to produce them (clause 10). 3.6 Rights reserved. All rights not expressly granted are reserved to Licensor. No right is granted by implication, estoppel or otherwise. No patent, trademark or trade name right is granted except as stated in clause 12. 4. RIGHTS THE LAW GIVES YOU Nothing in this Licence restricts the rights that Article L122-6-1 (II to IV) of the French Intellectual Property Code, and Articles 5(2), 5(3), 6 and 8 of Directive 2009/24/EC, give a lawful user of software and that cannot be excluded by contract, including making a back-up copy, observing, studying and testing the Software to understand its underlying ideas, and decompiling for interoperability within the conditions of the law. Any clause of this Licence that would restrict them is to be read so as not to. 5. WHAT YOU MUST NOT DO Except as expressly allowed by clause 3, clause 4 or a Commercial Licence, you must not, and must not allow or help anyone to: 5.1 Share. Copy, publish, distribute, sell, rent, lend, sublicense, transfer or otherwise make available the Licensed Code, or any Derivative Work in source form, to anyone who is not an Authorised User of your own Licensee Group, including by uploading it to a public or shared repository, file sharing service, forum, model hub, or an AI system that may retain it or train on it. 5.2 Make a Product without a Commercial Licence, when one is required under clause 6. 5.3 Build, offer or contribute to a Competing Offering using the Licensed Code, a Derivative Work or Confidential Information, or, during this Licence and for 2 years after it ends, through any person who had access to them. 5.4 Evade by rewriting. Create, commission or obtain a rewrite, port, translation or "clean-room" reimplementation of the Licensed Code, by any person or AI system that had access to the Licensed Code or a Derivative Work, or that worked from notes, specifications, prompts or descriptions derived from them, for the purpose or with the effect of avoiding this Licence. Such work is a Derivative Work. 5.5 Train AI. Use the Licensed Code, or any Derivative Work, as training, fine-tuning or evaluation data for any AI or machine-learning model, or supply it to a service that retains it or trains on it. Using an AI coding assistant to work on your own Derivative Works is allowed only under terms that prevent the provider from retaining it beyond your session or training on it. 5.6 Remove notices. Remove, alter or hide any copyright, licence, attribution or confidentiality notice in the Software. 5.7 Circumvent. Disable, bypass or tamper with any licence key, edition boundary, feature lock or other technical measure in a Release, except to the extent clause 4 permits. 5.8 Claim it. Represent the Software or a Derivative Work as your own creation, apply for a patent, design or other registration that claims a method or algorithm originated by Licensor as expressed in the Licensed Code, or register a trademark, domain or social handle including "Neurones 3D", "N3D" or a confusingly similar name. 5.9 Misuse. Use the Software in breach of any law, including export-control and sanctions laws of the European Union and France, or to process personal data without a lawful basis. 6. PRODUCTS AND THE COMMERCIAL LICENCE 6.1 Threshold. You may make Products available free of any fee, subject to clauses 6.6 to 6.8, until any of the following first occurs: (a) Product Revenue reaches EUR 50,000 in any rolling 12-month period; (b) Outside Funding reaches EUR 50,000 cumulatively; or (c) the total turnover of the Licensee Group, from all activities, reached EUR 2,000,000 in its last closed financial year. From that moment, a Commercial Licence is required for all Products of the Licensee Group. Once reached, the Threshold remains reached. 6.2 Notice and choice. You must notify Licensor within 30 days after the Threshold is reached, and at the same time choose the Fee Option (clause 6.3) or the Equity Option (clause 6.4). If you do not choose within that period, the Fee Option applies from the date the Threshold was reached. 6.3 Fee Option. (a) The fee is EUR 4,900 per year, excluding VAT, for all Products of the Licensee Group, payable to Licensor, or to a person Licensor designates in writing, yearly in advance, the first year from the date the Threshold was reached. (b) On each anniversary, the fee is revised by the change in the Syntec index over the previous 12 months (latest published index divided by the index published 12 months earlier), upwards or downwards. If the Syntec index ceases to be published, the index that officially replaces it, or failing that the closest equivalent index, applies. (c) Invoices are payable within 30 days. For Professionals, late payment bears interest at the European Central Bank refinancing rate plus 10 percentage points, and a fixed recovery fee of EUR 40 per invoice (Articles L441-10 and D441-5 of the French Commercial Code). For Consumers, late payment bears interest at the legal rate (Article 1231-6 of the French Civil Code). (d) Fees are paid without deduction. If a withholding tax applies, you increase the payment so that Licensor receives the full fee, unless a double tax treaty allows a reduction for which Licensor provides the forms. (e) Fees already paid are not refundable, except where the law requires. 6.4 Equity Option. (a) The top holding company of the Licensee Group member that operates the Products (the "Company") issues to Licensor, or to a person Licensor designates, shares of the class held by the Founders, or warrants (such as BSA) to subscribe such shares at nominal value, exercisable for at least 10 years, giving 2% of the Company's fully diluted share capital at the date of issue. "Fully diluted" counts all shares, options, warrants, free share awards, convertible instruments and pools then existing or committed. (b) Licensee stands surety (se porte fort, Article 1204 of the French Civil Code) that the Company will sign the side letter in Schedule C and that its competent body will decide and complete the issue within 90 days of the choice, in accordance with the law that governs the Company, including, for a French company, the collective decision of shareholders, the waiver of preferential subscription rights in favour of Licensor, and any valuation by a commissaire aux apports that the law requires. (c) In exchange, the Company receives a perpetual Commercial Licence, paid up in full, for all Products of the Licensee Group, including Releases for as long as Licensor or his designee holds the interest. (d) Licensee stands surety that the Company's articles or shareholders' agreement will give Licensor the same rights as the other holders of the same class, including a right to take part pro rata in later issues where other minority holders of that class have it, and to receive the annual accounts. (e) If the issue is not completed in time, or the Company is not incorporated, the Fee Option applies from the date the Threshold was reached, until the issue is completed. (f) The Equity Option is not available where the Company has no share capital (for example an association or sole trader), is a French SARL or EURL (which cannot issue warrants), or where the law governing it does not permit the issue. The Fee Option then applies, unless the Company converts into a form that permits the issue. 6.5 What a Commercial Licence allows. A Commercial Licence allows the Licensee Group, worldwide, for its term, to reproduce, adapt, distribute, host, market and support Products, and to grant end users the rights they need to use them, in Object Code or as a hosted service only. It does not allow you to give any person the Licensed Code or a Derivative Work in source form, or any right to modify or redistribute it. 6.6 End-user terms. You must make Products available under terms that: (a) prohibit reverse engineering, decompilation and redistribution to the extent the applicable law allows; (b) exclude any warranty or liability of Licensor, to the extent permitted by applicable law, including product liability law; and (c) are no less protective of Licensor's rights than this Licence. 6.7 Notification of every Product. Before a Product is first made available, even below the Threshold, you must tell Licensor its name, a one-line description, where it is available, and the legal entity offering it, using the form in Schedule B. Licensor may list it publicly as "Built on Neurones 3D" only with your written consent. 6.8 Attribution. Each Product must show "Built on Neurones 3D" in its about screen, documentation and website, in the form set out in Schedule D, and keep the copyright notices of the Licensed Code in any file of it that you distribute. 6.9 Change of control. (a) Under the Fee Option, if the Company or the business operating the Products is sold, merged, demerged, or changes control (within Article L233-3 of the French Commercial Code), the Commercial Licence transfers to the new owner only if Licensor agrees in writing, which he may not refuse unreasonably where the new owner accepts this Licence and is not a party to a Competing Offering. Consent is deemed given if Licensor does not reply within 30 days of a written request. Without that agreement, the Commercial Licence ends 90 days after the change. (b) Under the Equity Option, the Commercial Licence stays with the Company after a change of control. It then covers only the Products of the Company and its subsidiaries existing at the change of control, and their later versions. 6.10 End of a Commercial Licence. If a Commercial Licence ends for any reason, you must stop making Products available to new customers at once, and to existing customers at the end of their current paid term, and at the latest within 12 months. End users who received a Product in object code before the end may keep using that copy, without updates. 7. ANNUAL DECLARATION AND VERIFICATION 7.1 By 31 March each year, while you make any Product available, you declare to Licensor in writing whether the Threshold has been reached, and list your Products. The declaration is signed by a person authorised to bind the Licensee. 7.2 You keep accurate books and records of Product Revenue and Outside Funding for 5 years. 7.3 Once a year, on 30 days' written notice, Licensor may have those records reviewed by an independent chartered accountant (expert-comptable or commissaire aux comptes) bound by professional secrecy, during business hours. The accountant reports only whether the declarations were correct and any amount due. 7.4 Licensor bears the cost of the review, unless he shows that a fee was owed and not paid, or a Threshold was not declared, in which case you reimburse the cost and pay the amounts due under clause 14.4. 7.5 If you develop software, after receiving the Software, that offers substantially the same functions as part of the Licensed Code, and Licensor has objective evidence that it is a Derivative Work, you must on request provide the records showing how it was developed. Failing that, it is presumed to be a Derivative Work unless you prove otherwise. This clause does not apply to Consumers. 8. CONFIDENTIALITY 8.1 You keep the Confidential Information secret with at least the care you use for your own confidential material and never less than reasonable care, use it only as this Licence allows, and disclose it only to Authorised Users who need it and are bound by obligations at least as strict. 8.2 Licensor treats the Licensed Code as a trade secret, and the obligations in this clause 8 and in clause 5.1 are reasonable protective measures within Article L151-1 of the French Commercial Code. These obligations last for as long as the information remains confidential, and survive the end of this Licence. 8.3 You may disclose Confidential Information where the law or a court requires, after notifying Licensor where permitted, and only to the extent required. 9. DURATION AND UPDATES 9.1 This Licence starts on acceptance and continues for the legal duration of the author's rights in the Software, unless it ends under clause 14. 9.2 You receive new Releases while your Programme is Active, and, under a Commercial Licence, while it is in force. When your Programme ends, you keep all rights under clause 3 for the Releases you received. Consumers also receive the updates described in clause 15.2. 9.3 A Release may come with a new version of this Licence (clause 17.1). It applies to that Release once you accept it. 9.4 If you exercise a right of withdrawal or obtain a refund of a Programme, this Licence ends for the Software received under it, and you must delete it, unless you lost the right of withdrawal under clause 15.3. 10. THIRD-PARTY COMPONENTS AND MODELS 10.1 Third-Party Components remain subject to their own licences. Nothing in this Licence limits your rights under them, and Licensor grants no right in them. Where a Third-Party Component licence requires a right that this Licence would otherwise restrict, that licence prevails for that component. 10.2 Model weights are not included in Releases. Some that the Software can download are licensed for non-commercial use only (for example under CC-BY-NC-4.0). You alone are responsible for complying with each model's licence, whether or not you hold a Commercial Licence. 10.3 Licensor Checkpoints are licensed under clause 3 only, for learning, research and your own internal and client work, and must not be included in or used to run a Product, unless docs/LICENSING.md in your Release marks a specific checkpoint as cleared for commercial use. Some were trained on datasets whose licences restrict commercial use. Train your own models on data you have the right to use. 11. CONTRIBUTIONS AND FEEDBACK 11.1 You are not obliged to send Licensor anything. 11.2 If you choose to send Licensor code, fixes, models or suggestions ("Contributions"), you grant Licensor, free of charge, for the full legal duration of the rights and worldwide, a non-exclusive licence to reproduce, adapt, translate, distribute and exploit them in any form, as part of the Software or otherwise, and to sublicense these rights. You confirm you have the right to grant it. You keep your other rights. 12. NAMES AND ATTRIBUTION 12.1 "Neurones 3D", "N3D", "3D Geodata Academy", "learngeodata" and the related logos belong to Licensor or to the Academy. You may use the words "Built on Neurones 3D" only as clause 6.8 and Schedule D describe, and in no way that suggests Licensor endorses or is responsible for your Product. 12.2 Licensor may ask you in writing to stop using these names with a Product that harms his reputation or the Academy's, and you will do so within 30 days, while keeping the copyright notices. 13. YOUR PRODUCTS ARE YOUR RESPONSIBILITY 13.1 As between the parties, and without prejudice to the roles that the law itself assigns to each of them, you are the manufacturer, provider, deployer, controller and distributor (as the case may be) of your Products, Derivative Works and Outputs, and you alone are responsible for their compliance with every law that applies to them, including Regulation (EU) 2024/1689 (AI Act), Regulation (EU) 2024/2847 (Cyber Resilience Act), the rules transposing Directive (EU) 2024/2853 (product liability), Regulation (EU) 2016/679 (GDPR), and sector rules for surveying, construction, safety or any other regulated use. 13.2 The Software is a tool for skilled users. Outputs must be checked by a competent person before they are relied on for any decision affecting safety, health, property, money or legal rights. 13.3 Professionals indemnify Licensor and the Academy against all claims, damages, fines and reasonable costs, including legal fees, brought by third parties and arising from a Product, a Derivative Work, Outputs or your breach of this Licence, except to the extent caused by their own fault. Except for breach of clauses 5 and 8, this indemnity is capped at the greater of EUR 50,000 and the fees you paid to Licensor and the Academy. 14. BREACH, TERMINATION AND REMEDIES 14.1 Notice and cure. If you breach this Licence, Licensor will send you a formal notice (mise en demeure) that expressly refers to this clause 14. If the breach can be cured and you cure it within 30 days, the Licence continues. 14.2 Termination clause (Article 1225 of the French Civil Code). Licensor may terminate this Licence by written notice, with immediate effect, if: (a) you breach any obligation in clauses 5, 6, 7 or 8 and do not cure it within 30 days of the formal notice under clause 14.1; or (b) you breach clause 5.1, 5.3, 5.4, 5.5 or 8 deliberately or repeatedly, in which case termination occurs without prior formal notice, which the parties expressly waive for these cases. For Consumers, termination takes effect 15 days after the termination notice. Licensor may also seek termination by a court under Articles 1224 and 1227 of the French Civil Code. 14.3 Effects. When this Licence ends, all rights granted end, and you must, within 15 days, stop all use, delete or destroy every copy of the Licensed Code, Derivative Works and Confidential Information in your Licensee Group's control, and confirm this in writing. Clause 6.10 applies to end users of Products. 14.4 Unpaid fees and penalty. Where a Product was made available after the Threshold without a Commercial Licence, or a Threshold was not declared, you pay all fees that would have been due, from the date the Threshold was reached, plus, after a formal notice that remains without effect for 15 days, and as a penalty clause under Article 1231-5 of the French Civil Code, an amount equal to those fees again (so twice the fees in total). Where a Threshold was not declared, Licensor may instead elect the Equity Option, by written notice, as if you had chosen it on the date of that notice. The penalty covers the loss caused by the missing fees only; it does not prevent Licensor from claiming damages for any other loss he proves, or seeking an injunction, seizure (saisie-contrefaçon) or other remedies for infringement. 14.5 Urgent measures. Licensor may at any time ask a court for urgent or provisional measures to stop unauthorised disclosure or use. 14.6 Survival. Clauses 1, 4, 5, 6.9, 6.10, 7, 8, 10, 11, 12, 13, 14, 16, 17 and 18 survive the end of this Licence. 15. CONSUMERS This clause applies only if you are a Consumer, and prevails over any other clause for you. 15.1 You keep all rights the French Consumer Code gives you, including the legal guarantee of conformity for digital content and services (Articles L224-25-12 et seq.), which no clause of this Licence excludes or limits. 15.2 Updates. Licensor supplies you the updates, including security updates, needed to keep the Software in conformity, for the period you can reasonably expect (Article L224-25-25 of the French Consumer Code), even after your Programme ends. New features are not part of this obligation. 15.3 Right of withdrawal. You may withdraw within 14 days of purchase, under Articles L221-18 et seq. of the French Consumer Code. If you ask to receive the Software before that period ends, you lose your right of withdrawal once supply has begun with your prior express consent and your express acknowledgement that you lose it, and Licensor or the Academy has confirmed both to you on a durable medium (Articles L221-13 and L221-28 13°). For the training services of the Programme, Articles L221-25 and L221-28 1° apply. 15.4 The following do not apply to you: clauses 6.3(c) first sentence (Professional late-payment terms), 7.5 (presumption), 13.3 (indemnity), 14.2(b) waiver of formal notice, 14.4 (penalty), 16.2 and 16.3 (exclusions and cap). Licensor may bring proceedings against you only in the courts of your domicile, and the choice of French law does not deprive you of the protection of the mandatory provisions of the law of your habitual residence (Article 6(2) of Regulation (EC) 593/2008). 15.5 Mediation. In case of dispute, after first contacting Licensor, you may refer it free of charge to the consumer mediator CM2C, 14 rue Saint Jean, 75017 Paris, France, https://www.cm2c.net, under Articles L611-1 et seq. and L612-1 of the French Consumer Code. 15.6 A Consumer who makes a Product available acts as a Professional for that activity, and the Professional terms apply to it. 16. WARRANTY AND LIABILITY 16.1 Licensor warrants that he is the author of the Software and has the right to grant this Licence. 16.2 Subject to clause 15, the Software is provided "as is" and "as available", without any other warranty, express or implied, including merchantability, fitness for a particular purpose, accuracy of Outputs, non-infringement or uninterrupted operation, to the fullest extent the law allows. 16.3 Subject to clause 15, Licensor's total liability under or in connection with this Licence, for all claims together, is limited to the amounts you paid to Licensor and the Academy for the Software and Programmes in the 12 months before the first event giving rise to liability. Licensor is not liable for indirect loss, loss of profit, revenue, business, data or goodwill. 16.4 Nothing in this Licence limits or excludes liability for death or personal injury caused by negligence, for fraud, gross negligence or wilful misconduct, or any other liability that cannot be limited or excluded by law. 17. CHANGES AND EARLIER RELEASES 17.1 Licensor may publish new versions of this Licence. A new version applies to Releases published with it, once you accept it, and never takes away rights you already hold for earlier Releases. 17.2 This Licence replaces the licence that shipped with earlier Releases for every Release published from the Effective Date. For Releases you received before, you may choose to apply this Licence instead of the earlier one by accepting it, in which case it replaces the earlier one for those Releases too. 17.3 Earlier purchases. If you bought a Programme before the Effective Date, any wider right that the offer you accepted at that time granted you (for example commercial use of the code under your own product name) remains yours for the Releases you received before the Effective Date. Nothing in this Licence reduces it. Releases published from the Effective Date are governed by this Licence alone. 18. GENERAL 18.1 Assignment. You may not assign or transfer this Licence or any right under it, except as clause 6.9 allows. Licensor may assign it to any successor to his rights in the Software, including the Academy, on notice to you. 18.2 Notices. Notices are sent by email to the address in your account and, for Licensor, to howto@learngeodata.eu, and are received the next working day. Notices of breach or termination are also sent by registered letter with acknowledgment of receipt, or by registered electronic letter; for Licensor, to Dr. Florent Poux, c/o 3D GEODATA ACADEMY, 200 rue de la Croix Nivert, 75015 Paris, France. 18.3 Force majeure. Neither party is liable for a delay or failure caused by force majeure under Article 1218 of the French Civil Code. Payment obligations are not suspended by force majeure. 18.4 Unforeseen circumstances. Between Professionals, each party accepts the risk of a change of circumstances, and Article 1195 of the French Civil Code does not apply. 18.5 Severability. If a clause is held invalid or unenforceable, it is limited to the minimum extent needed, or replaced by a valid clause closest to its purpose, and the rest of the Licence continues. 18.6 No waiver. Not enforcing a right is not a waiver of it. 18.7 Entire agreement and order of precedence. This Licence, its Schedules, any Commercial Licence notification and any side letter under Schedule C are the whole agreement on the Software. In case of conflict: a signed side letter, then this Licence, then its Schedules. 18.8 Independent parties. Nothing creates a partnership, joint venture, agency or employment relationship. 18.9 Personal data. Licensor, and the Academy on his behalf, process the personal data you give under this Licence (account, declarations, notifications) to perform it and enforce Licensor's rights, as described in the Academy's privacy policy at https://learngeodata.eu/privacy-policy/, under Regulation (EU) 2016/679. 18.10 Language. This Licence is drawn up in English only. Any translation is provided for convenience and has no contractual force. 18.11 Governing law. This Licence is governed by French law. The United Nations Convention on Contracts for the International Sale of Goods does not apply. 18.12 Courts. BETWEEN PROFESSIONALS, ANY DISPUTE RELATING TO THIS LICENCE, INCLUDING ITS VALIDITY, INTERPRETATION, PERFORMANCE AND TERMINATION AND LICENSOR'S COPYRIGHT, IS SUBMITTED TO THE EXCLUSIVE JURISDICTION OF THE TRIBUNAL JUDICIAIRE DE PARIS, INCLUDING FOR URGENT OR PROVISIONAL PROCEEDINGS, TO THE EXTENT PERMITTED BY ARTICLE 48 OF THE FRENCH CODE OF CIVIL PROCEDURE, ARTICLE L331-1 OF THE FRENCH INTELLECTUAL PROPERTY CODE AND ARTICLE 25 OF REGULATION (EU) 1215/2012. Consumers are covered by clause 15.4 and may bring proceedings before the courts their law allows. SCHEDULE A - EDITIONS AND PROGRAMMES Full edition 3D Spatial AI Architect (Foundation, Professional, Architect tiers, under any of their names), and the 3D AI Accelerator Build Camp edition 3D Forge Build Camp and 3D Forge Upgrade (the guided tools only) Later editions as named in their Release folder Any other paid offer of the Academy that delivers the Neurones 3D source code SCHEDULE B - PRODUCT NOTIFICATION (clause 6.7 and 7.1) Product name: One-line description: Where available (public URL or store, or "private"): Legal entity offering it, registration number, country: Threshold reached? (no / yes, on [date], under 6.1 (a), (b) or (c)): If yes, option chosen: Fee Option / Equity Option Signed by (name, role), date: SCHEDULE C - EQUITY OPTION SIDE LETTER (outline, to be finalised by counsel) 1. Parties: Licensor (or designee), the Company (which accedes to the Licence) and the Licensee (as porte-fort under clause 6.4(b)). 2. Instrument: [ordinary shares of the Founders' class / BSA exercisable at nominal value for at least 10 years], giving 2% of fully diluted share capital at issue. Available for an SAS or SA, or a foreign company whose law permits it; not for a SARL or EURL (clause 6.4(f)). 3. Corporate approvals, for a French SAS: collective decision of the shareholders (Article L227-9 of the French Commercial Code), waiver of preferential subscription rights in favour of Licensor (Article L225-138), within 90 days. Shares are never issued below nominal value. 4. Consideration: grant of the perpetual Commercial Licence (clause 6.4(c)). Where the shares are paid up by an in-kind contribution of that licence, it is valued by a commissaire aux apports where the law requires (Articles L225-147 and L227-1); any nominal amount is paid in cash by Licensor. 5. Rights, written into the articles or the shareholders' agreement: same as other holders of the class; pro rata participation right and tag-along on a sale of control, where other minority holders have them; annual accounts. 6. Signature of any shareholders' agreement on the terms applying to holders of the same class, with no obligation to invest further. 7. Subject in all cases to the law governing the Company, confirmed by its counsel. SCHEDULE D - ATTRIBUTION Text: "Built on Neurones 3D" with a link to https://learngeodata.eu Placement: about screen or settings page; documentation; product website footer or about page. Form: legible, in the product's normal text style. Do not use the Neurones 3D logo without written permission. Contact: howto@learngeodata.eu