QUANDELA CLOUD TERMS OF SERVICES

By using any QUANDELA Services (as defined below), you are agreeing to be bound by the following terms and conditions (the “Terms”).

As used in these Terms, “we”, “us” and “QUANDELA” means the applicable QUANDELA contracting party QUANDELA S.A., a French joint stock company registered under the unique identification number 830 721 098 R.C.S. EVRY, whose registered office is at 7 RUE LÉONARD DE VINCI, 91300 MASSY, France.

The services offered by QUANDELA under the Terms include access to computing time and related services. Any such services offered by QUANDELA are referred to in these Terms as the “Services” (as defined below). Any new features or tools which are added to the current Services shall be also subject to the Terms.

You can review the current version of the Terms at any time at: https://cloud.quandela.com/terms-of-service/.

QUANDELA reserves the right to update, amend and change the Terms at any time. In that case, any significant modification will be notified to you by the introduction of a pop-up on the website or by e-mail.

You must read, agree with and accept all of the terms and conditions contained or expressly referenced in these Terms, including QUANDELA’s Policy.

1. Definitions

In these Terms, the words beginning with a capital letter get the following definition:

In these Terms, the words beginning with a capital letter get the following definition:

1.1   “Administration Console” shall mean the personal space that the Customer can access to manage its Offer (token creation, monitoring credits).

1.2   “API” shall mean the Application Programming Interface provided by QUANDELA to the Customer allowing the Customer to benefit from the Services through the API.

1.3   “Content” shall mean any circuit, parameter provided by the End-User for a Computation on a Platform

1.4   “Computation” shall mean execution by QUANDELA through Online Tools or API of an algorithm on Content producing Result.

1.5   “Connection Token” shall mean a unique identifier generated by a Customer allowing technical access to Computation for a End-User through the API.

1.6   “Credits” shall mean units of compute time.

1.7   “Customer” shall mean all entity or person who subscribed to an Offer.

1.8   “Documentation” shall mean any explanatory document provided by QUANDELA relating to the Services for the API Offers.

1.9   “End-User” shall mean, any individual or company accessing Computation through a connection Token.

1.10   “Offer(s)” shall mean any QUANDELA offer as described in Plans and Pricing conditions.

1.11   “Online Tools” shall mean the tools in the web interface available to the Customer.

1.12   “Platform” shall mean a remote processing unit that can be either a simulator running on a traditional computing and simulating quantum circuit or a quantum processing unit.

1.13   “Result” shall mean the output of a Computation

1.14   “Services” shall mean any service provided by QUANDELA to the Customer – it includes Administration Tools, Online Tools and access to Compute Time on Platforms.

2. Acceptance of the Terms

2.1   You may not use the Services unless you first accept to be bound by these Terms.

2.2   You can accept the Terms by clicking to accept or agree to the Terms when subscribing to an Offer.

2.3   Your acceptance of the Terms shall be deemed an unconditional agreement to be bound by each provision of the Terms, without any exceptions or qualifications whatsoever from you. If you do not agree to all of the provisions of the Terms, do not access or use the Services.

2.4   You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with QUANDELA, (b) you are a person barred from receiving the Services under the laws of France or other countries including the country in which you are resident or from which you use the Services, or (c) for purposes contrary to public order and morality.

2.5   Before you continue, you should print off or save a local copy of these Terms for your records.

3. Language

You acknowledge and agree that any translation from the English language versions of the Terms is provided to you by QUANDELA for your information only and that the English language version of the Terms will be the only binding version which will govern your relationship with QUANDELA. In the event of any contradiction between the English language version of the Terms and a translation of these Terms, the English language version shall prevail.

4. Provision of the Services by QUANDELA

4.1   You acknowledge and agree that the Services may be provided to you on behalf of QUANDELA by QUANDELA’s subsidiaries and affiliated legal entities (“Subsidiaries and Affiliates”) in accordance with the Terms.

4.2   You acknowledge and agree that the Services may be provided to you on behalf of QUANDELA, in whole or in part, by third party subcontractors.

4.3  You acknowledge and agree that QUANDELA may change from time to time without prior notice to you the form and nature of the Services at its sole discretion, as a result of QUANDELA’s improvement, enhancement and further development of the Services.

4.4   QUANDELA may interrupt, access to all or part of the Services, without any liability to you, in order to permit maintenance operations to be carried out and/or for development necessary for the proper functioning of the Services and for the improvement of the Services. In such case, QUANDELA shall inform the Customer in due time by Notification.

4.5   You also acknowledge that, as part of the ongoing development of the API, QUANDELA might replace the Customer’s version of the API by a new one with additional and different features and tools. In such case, QUANDELA shall inform the Customer in due time by Notification and the Customer undertakes to implement the new version of the API within a reasonable period of time.

4.6   QUANDELA undertakes to make its best efforts to make available the API, the Online Tools and the Administration Console most of the time.

4.7   QUANDELA will only store the Content in order to provide the Services to the Customer and to End Users, especially to provide them the Final Content. The Content will not be perpetually stored by QUANDELA.

5. Services Subscription

5.1   You can subscribe to the Services by visiting QUANDELA’s website , purchase online or via contact form that will be processed by our sales department.

5.2   QUANDELA reserves the right to reject a Customer purchase. In particular, QUANDELA rejects purchases from any entity which aims to create competing cloud solution.

6. Your password and account security

6.1   You agree and understand that you are responsible for the protection of the confidentiality of passwords associated with any account you use to access the Services.

6.2   Accordingly, you agree that you solely will be responsible to QUANDELA and to third parties for all consequences of the use of your passwords and accounts and for all activities that occur under your account, and that QUANDELA may under no circumstances be held liable for any fraudulent use of your passwords and account. If you become aware of any unauthorized use of your password or of your account, you shall immediately notify QUANDELA at: contact@quandela.com.

7. Your use of QUANDELA Services

7.1   You may be asked to provide to QUANDELA certain personal data and information in order to allow you to identify yourself as an individual, such as identification or contact details (referred to below as “Personal Data”) as part of the registration process for the Services, or as part of your continued use of the Services. You undertake to provide QUANDELA with Personal Data which will always be accurate, complete and up to date. Personal Data will be collected and treated by QUANDELA as described in QUANDELA Privacy Policy .

7.2   You undertake to use the Services only for purposes that are in strict compliance with (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws governing the export of data or software to and from France, your country of residence or other relevant countries) and you shall take no actions which would cause QUANDELA to be in violation of any law, ruling or regulation applicable to it.

7.3   You undertake to use the service for the sole purpose of lawful and legitimate need of automated translation. In particular, the following usages are prohibited: (a) any use of the service for retro-engineering the service itself or any of its components, (b) for bypassing security or throttling system of a third-party and more generally as a proxy, (c) for spamming activity, (d) for building-up database of data used for training a competitive service, or (e) for getting access to any processing intermediate state.

7.4   Unless a specific authorization has been granted to you by QUANDELA in a separate agreement, you undertake not to access (or attempt to access) any of the Services in a manner not expressly permitted by QUANDELA.

7.5   You undertake not to engage in any activity that may alter, interfere with, damage, overburden or disrupt the Services (or the servers and networks which are connected to the Services). Moreover, you undertake to use the Services on a secured IT environment.

7.6   Unless a specific authorization has been granted to you in a separate agreement with QUANDELA, you undertake not to reproduce, duplicate, copy, sell, trade, resell or make available the Services to third parties for any purpose.

7.7   The Customer is solely liable for the implementation of the API as well, as the installation, operation and maintenance of its system on which utilizes the API. The Customer shall ensure that its systems are compatible with the Documentation. If QUANDELA provides a new version of the API, the Customer shall implement it within a reasonable period of time.

7.8   You undertake not to access the Services through automated procedures. Moreover, you must notify QUANDELA without delay if you expect a significant increase in the number of requests for any reason whatsoever.

7.9   The Customer’s Content must not contain nothing illegal or contrary to third party rights, such as content borrowed from work protected by intellectual property law, hateful, defamatory, offensive, denigrating or discriminatory content. The Customer cannot transmit or process any Personal Data through the Content. QUANDELA cannot be held liable for the Result.

7.10   You undertake not to remove, defeat, avoid, deactivate or bypass protection or authentication tools or instruments while using the Services.

7.11   You agree that you are solely responsible for (and that QUANDELA has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which QUANDELA may suffer) of any such breach. You undertake to indemnify, defend and hold QUANDELA harmless against the consequences of any such breach.

8. Privacy and Personal Data

8.1   As part of your use of the Services, QUANDELA is obliged to process and collect Personal Data.

8.2   The Privacy Policy is an integral part of these Terms. It informs you about how QUANDELA may collect and process your Personal Data.

8.3   The Privacy Policy is available at: https://cloud.quandela.com/privacy-policy

8.4   In order to exercise the rights provided for in the Personal Data Regulation as explained in the Privacy Policy you can send your request:
– by mail: Data Controller – QUANDELA SAS – 7 RUE LÉONARD DE VINCI, 91300 MASSY – FRANCE
– by email: contact@quandela.com

8.5   You agree to the use of your Personal Data in accordance with QUANDELA’s Privacy Policy, in accordance with personal data regulation particularly the provisions of French Law No 78-17 of 6 January 1978; the provisions of European Regulation 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) and of French Law No 2018-493 of 20 June 2018 on the protection of personal data), and accept that QUANDELA may also pass your Personal Data to its Subsidiaries and Affiliates, for the purpose of provisions of the Services or any other purpose as may be accepted by you.

8.6   You undertake to comply with the rules applicable to the protection of Personal Data (particularly the provisions of French Law No 78-17 of 6 January 1978; the provisions of European Regulation 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) and of French Law No 2018-493 of 20 June 2018 on the protection of personal data) while using the Services.

9. QUANDELA’s proprietary rights

9.1   QUANDELA owns and/or has legal authority to all legal rights, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You acknowledge and agree that the Services may contain information which is designated confidential by QUANDELA and you undertake that you shall not disclose such information without QUANDELA’s prior written consent.

9.2   The Terms strictly forbid you to use, represent, reproduce, whether in all or in part, any of QUANDELA’s trade names, trademarks, logos, domain names, and other distinctive brand features, and consequently, any such use, representation or reproduction by any means or in any form whatsoever of all or part, whether or not qualitatively or quantitatively substantial, without the prior written authorization by QUANDELA shall constitute inter alia an infringement of such intellectual property rights. In particular and without limitation, QUANDELA prohibits the use of the QUANDELA logo and QUANDELA Cloud logo for commercial purposes without QUANDELA prior and written consent.

9.3   Subject to the obtaining of QUANDELA prior written authorization to use any of its trade names, trademarks, service marks, logos, domain names, and other distinctive brand features, you undertake, when using the same, to comply strictly with the terms of such authorization and any applicable provisions of the Terms.

9.4   You undertake not to remove and to keep intact any proprietary rights notices (including copyright and trademark notices) which may be affixed to or appear within the Services.

9.5   Other than the limited license set forth in Article 11 below, QUANDELA shall obtain no right, title or interest from you (or your licensors) under the Terms. Unless you have agreed otherwise in writing with QUANDELA, you agree that you are responsible for protecting and enforcing those rights and that QUANDELA has no obligation to do so on your behalf.

9.6   It is QUANDELA’s policy to respond to notices of alleged infringement of copyright, trademark or any other intellectual property rights arising under all applicable intellectual property laws and to terminate the accounts of repeated infringers.

10. License from QUANDELA

10.1   Unless provided differently in any Supplemental Terms which may be applicable, QUANDELA gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the Online Tools and/or the API provided to you by QUANDELA as part of the Services (referred to as the “Software” below). This license is for the sole purpose of enabling you to fully use the Services as provided by QUANDELA, always in compliance with the Terms.

10.2   You shall not (and you shall not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been authorized to do so by QUANDELA, in writing.

10.3   Unless QUANDELA has given you prior written authorization to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer all or any part of your rights to use the Software.

10.4   The license to use Online Tools is a single-user license. The access credentials to the Online Tools shall be only used by one person.

11. License from You

11.1   Before displaying, posting and/or submitting for translation any file, text, web page, and/or any Content whatsoever on or through the Services, you shall ensure that you are entitled to do so and that you either are the author of such content or have obtained a prior written authorization to use such content from its author. QUANDELA shall under no circumstances be held liable for the consequences of any infringement of this clause.

11.2   You retain copyright and any other rights already held on the Content which you translate, submit, post or display on or through, the Services.

11.3   By submitting, posting or displaying the Content on or through, the Services, you shall grant QUANDELA a limited, royalty-free, and non-exclusive license to store, reproduce, transmit, excerpt, adapt, modify, translate and publish any Content which you submit, post or display on or through, the Services in order to provide you with the Services. You agree not to be entitled to any compensation or reimbursement of any kind from QUANDELA under any circumstances under this license.

11.4   QUANDELA will only store the Content in order to provide the Services to the Customer and to End Users, especially to provide them the Final Content. The Content will not be retained beyond the provision of the Services by QUANDELA. This license is only granted in the context of the provision of Services; the Content is not used by QUANDELA for the purpose of improving its Services.

11.5   You warrant to QUANDELA that you have all the rights, power and authority necessary to grant the limited license referred to in this clause.

12. Software updates

The Software which you use may automatically download and install updates from time to time from QUANDELA. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit QUANDELA to deliver these to you) as part of your use of the Services and any such updates provided are subject to the Terms.

13. Financial Terms

13.1   The Customer shall pay the fees corresponding to the Offer chosen which may vary according to the type of accessed platforms.

13.2   The payment can be done, at the choice of the Customer, by credit/debit card or by bank transfer.

13.3   In the event that the Customer exceeds the Credits limit included in its offer, an additional amount will be charged. You acknowledge and agree that, in the event of a limitation of Credits, if the limitation has not been reached, these Credits shall not be reportable at a later date.

13.4   If one due payment is rejected, QUANDELA will try to proceed to the payment again three (3) days then five (5) days after the first rejection and then will try one last time fifteen (15) days after the first rejection.

13.5   In the event of this last attempt to charge failing again, QUANDELA retains the right to suspend the Customer account, if applicable, without any delay until the amount due is paid.

14. Duration

14.1   The Customer can subscribe to an Offer with no time commitment as long as the monthly payment invoicing option has been chosen. In this case, the Offer is subscribed for a period of one (1) month starting from the subscription date and is renewed tacitly from month to month.
Every month, the Customer can decide to terminate the Offer subscribed. To do so, the Customer can unsubscribe by contacting the support and assistance service and according to the conditions for termination provided in Article 15 below.

14.2   The Customer can subscribe to a Subscription with a time commitment of twelve (12) months starting from the subscription date, renewed tacitly from year to year (12 months).
At the end of each due date, the Customer can decide not to subscribe anymore to the Offer chosen. To do so, the Customer can unsubscribe by contacting the support and assistance service and according to the conditions for termination provided in Article 15 below.

15. Termination of the legal agreement with QUANDELA

15.1   The legal agreement (Terms) can be terminated by either you or QUANDELA as set out below.

15.2   Each Party may denounce these General Conditions, without having to justify reasons, at the end of the Initial Period or each Renewal Period, subject to addressing to the other Party:
· When the Enrollment Period is one (1) month, an email with acknowledgement of receipt sent to: contact@quandela.com at least forty-eight (48) hours prior to the renewal date of the Subscription.
· Where the Enrollment Period is twelve (12) months, registered mail with acknowledgement of receipt at least three (3) months prior to the renewal date of the Subscription.

15.3   QUANDELA shall be entitled to terminate the legal agreement with you at any time, upon occurrence of any of the following events, with a one month prior notice by email, as it may deem appropriate:
• (A) any breach by you of any provision of the Terms and/or generally any actions incompatible with the rules of the functioning and use of the Services, or showing your intention not to, or inability to, comply with the provisions of the Terms; or
• (B) if it becomes contrary to any law or regulation for QUANDELA to maintain its legal agreement with you and/or to maintain the provision of the Services or if the termination of the legal agreement between you and QUANDELA is required by law; or
• (C) termination of QUANDELA’s relationship with any partner with whom QUANDELA offered the Services to you or termination of the provision of certain Services by such partner.

15.4   The termination of the Terms shall not extend to those legal rights, obligations and liabilities, and in particular, without limitation, pursuant to Article 9 and 11, which continue indefinitely, whether or not expressly stated as such, and which shall continue unaffected, and the provisions of Article 19 shall continue to apply to such rights, obligations and liabilities indefinitely.

16. Consumer rights

16.1   In the event that the Customer meets the definition of a “consumer” as set forth in Introductory Article of the French Consumer Code (consumer: any physical person acting for purposes which are not within the scope of his or her commercial, industrial, artisanal, liberal or agricultural activity ), the Customer benefits from a withdrawal right.

16.2   To exercise the right of withdrawal, the Customer shall inform QUANDELA within fourteen (14) following the date of the Offer subscription in writing:
– by email: contact@quandela.com; or
– by post: QUANDELA SA – 7 RUE LÉONARD DE VINCI, 91300 MASSY, France

16.3   In case of withdrawal, QUANDELA will reimburse to you all payments received from you if you haven’t started using the Services. If you have started using the Service, an amount corresponding to the proportion of the Services already provided to you by QUANDELA will be deducted of your reimbursement. This reimbursement will intervene within fourteen (14) days following your notification of withdrawal.

16.4   In the event of a dispute, you should first contact QUANDELA’s customer service department, on business days:
– by email: contact@quandela.com

16.5   In the event of the failure of the request for a complaint to QUANDELA customer service or in absence of a reply within two (2) months, the consumer may refer the dispute to a mediator who will try to reach an amicable solution.
In order to submit a request for mediation, the consumer can use the complaint form available at the following address: https://ec.europa.eu/consumers/odr/main/?event=main.complaints.screeningphase.

16.6   The parties remain free to accept or refuse to use mediation and, in the event of recourse to mediation, to accept or refuse the mediator’s solution.

17. Warranties

17.1   When the Customer is a consumer as set forth in Introductory Article of the French Consumer Code (consumer: any physical person acting for purposes which are not within the scope of his or her commercial, industrial, artisanal, liberal or agricultural activity), the Customer shall benefit from statutory warranty rights.

17.2   When the Customer is a professional, QUANDELA shall only be liable for technical defects or errors of the API or the Online Tools, excluding computing results fidelity.

17.3   The Customer shall notify to QUANDELA any defect by email without delay.

17.4   QUANDELA shall make its best efforts to remedy to the defect or the error within a reasonable time. The Customer shall assist QUANDELA in rectifying the defect or the error.

17.5   No advice, results or information, whether oral or written, obtained by you from QUANDELA or through the Services shall create any warranty not expressly made in the terms.

18. Liability

18.1   QUANDELA offers the Services “as they are” and “as available”, and therefore does not have to make sure the Services match the Customer’s needs.

18.2   Any material or software downloaded or otherwise obtained through the use of the Services is obtained at your own discretion and risk and you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of such material. You are solely responsible for taking all appropriate measures to protect your own data and/or computer from contamination by any viruses that may be circulating on the internet.

18.3   QUANDELA strives to achieve the highest possible translation accuracy, but you are reminded that no automated translation is perfect nor is it intended to replace human translators. You should note that the quality of the source text significantly affects the quality of the translations. Consequently, neither QUANDELA, nor any of its subsidiaries, affiliates and licensors shall assume any liability under any circumstances in connection with the quality of the translation obtained by the use of the services.

18.4   You shall be fully responsible for the risks incurred by placing your reliance on, and for all consequences of your use of (i) the Services, (ii) the results produced by the Services and/ or any (iii) Content.

18.5   Subject to the overall provisions in Article 17 above neither QUANDELA nor any of its subsidiaries, affiliates and licensors will under any circumstances be liable to you for:

• A- any direct, indirect, incidental, special, consequential, exemplary, punitive or any other damage, arising from or associated with the use of, or inability to use, the services , including without limitation, loss of profits or income, loss of goodwill, loss of business, loss of reputation or loss of opportunity, loss of data, and any other loss or damage of any kind, cost of procurement of substitute goods or services, or other intangible loss, however arising, whether incurred directly or indirectly and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

• B- any loss or damage which you may have incurred, including but not limited to, loss or damage as a result of:

I)     any changes to the Services made by QUANDELA, or any temporary interruption in the Services, or part of the Services;

II)    any reliance placed by you on the relevance, completeness, accuracy, absence of errors, veracity, timeliness, quality, availability, usefulness and fitness for a particular purpose of (i) the Services, (ii) the Final Content or (iii) any content including any advertisement.

III)  delays, errors, operating problems, technical failure or incompatibility between the Services and your files, your browser or any other program used to access the Services, nor any other technical difficulties outside QUANDELA control.

IV) distribution of a virus through the Services, which may infect your computer system following connection to the Services, use of the Services or browsing of the Services.

V)  your failure to provide QUANDELA with accurate Personal Data.

VI) your failure to keep your password or Personal Data secure and confidential.

18.7   Notwithstanding the above, any liability of QUANDELA, its subsidiaries, affiliates and licensors, however it occurs, for any damage or loss described in this clause shall not exceed the price, if any, paid by you to QUANDELA for the relevant Services.

18.8   The limitation of QUANDELA’s liability to you as set forth in this clause shall apply whether or not QUANDELA has been advised of or should have been aware of the possibility of any such losses arising.

18.9   You shall promptly notify QUANDELA of any claims brought against you by third parties in connection with an alleged infringement by QUANDELA of an intellectual property right. QUANDELA reserves the right but shall have no obligation, at its own expense, to assume the exclusive defense and control of any such claims. In such case, you agree to cooperate with QUANDELA’s defense of such claim.

18.10   You shall indemnify, defend and hold QUANDELA, its subsidiaries and affiliates and all the officers, directors, employees, agents, information providers, licensors and licensees of QUANDELA and those of its subsidiaries and affiliates (collectively, the “indemnified parties”) harmless from and against all and any expenses, losses, liabilities, damages, costs or disbursements incurred or suffered and any claims or legal proceedings which are brought or threatened, in each case arising from (i) your use, or the use of any user of your account, of the Services and/or (ii) any breach by you, or by any user of your account, of the Terms or (iii) any violation by you, or by any user of your account, of any rights of third parties through the use of the Services. QUANDELA reserves the right, at its own expense, to assume the exclusive defense and control of any claim for which the indemnified parties are entitled to indemnification under this clause, subject to indemnification by you. In such event, you agree to cooperate with QUANDELA’s defense of such claim.

19. Miscellaneous

19.1   The Terms shall govern only your relationship with QUANDELA, and its Subsidiaries and Affiliates, to the exclusion of any relationship which you may enter into incidentally with any other person or company as a result of, or through your use of the Services, when using a service or downloading software, or purchasing goods, provided by such person or company.

19.2   The Terms constitute the entire legal agreement between you and QUANDELA. These General Terms replace any prior General Terms entered into between you and QUANDELA in relation to the Services but shall in no way affect the validity of any Supplemental Terms pre-existing these General Terms.

19.3   Any notices by QUANDELA in connection to the Services may be provided to you either by email, regular mail, or postings on the Services.

19.4   No failure to exercise, nor any delay in exercising, on the part of QUANDELA, any right or remedy under the Terms or under any applicable law, shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or future exercise thereof or the exercise of any other right or remedy. The rights and remedies of QUANDELA provided for by the Terms are cumulative and not exclusive of any rights or remedies provided by law.

19.5   If, at any time, any provision of the Terms is or becomes illegal, invalid or unenforceable in any respect pursuant to any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

19.6   You acknowledge and agree that the Terms shall benefit QUANDELA’s subsidiaries and affiliates and that they shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than by virtue of this provision, no other person or company shall be third party beneficiaries of the Terms.

19.7   The Terms, and your relationship with QUANDELA under the Terms, shall be governed by and construed in accordance with French law.

19.8   The competent courts within the jurisdiction of the Court of Appeal of Evry, France, shall have exclusive jurisdiction to settle any dispute arising out of or in connection with the Terms. Notwithstanding the above provisions, which are for the benefit of QUANDELA only, QUANDELA shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction.