TERMS OF SERVICES

Last updated on May 12, 2022

THE CLIENT REPRESENTS AND AFFIRMS THAT IT HAS READ AND AGREED TO THESE TERMS OF SERVICES PRIOR PLACING ANY ORDER ON THE MUSESQUARE.COM/FELLOWSHIP WEBSITE.

ANY COMMENCEMENT OF THE PERFORMANCE OF SERVICES BY THE COMPANY WITH THE CLIENT’S CONSENT AUTOMATICALLY IMPLIES UNRESERVED ACCEPTANCE OF THESE TERMS OF SERVICESS.

ARTICLE 1. DEFINITIONS

For the purpose of these Terms of Services, words, terms and expressions hereafter, when used in singular or plural with initial capital letters, if not defined elsewhere in these Terms of Services and/or its Appendices, shall have the meanings set forth below, or at their first use.

“Client”: shall mean any User who places an Order with the Company.

“Company”: shall mean MS Editions, a “société par actions simplifiée” duly organized and existing under the laws of France, registered with the Trade and Corporations Register of Versailles under identification number 878 522 010, editor of the Site, having its registered office located 29, Chemin de la Forêt, 78113 Bourdonné, France.

“Confidential Information”:shall mean all information or data of any kind, regardless of medium, access or method of communication exchanged between the parties in connection with or for the purpose of the Services.

“Contract”:shall mean the summary of the Order provided by the Company to the Client after the validation of the Order, which also appear on the User Account.

“Fellowship”:shall mean the network of galleries and exhibition space rental company made available and accessible via the Site and the Services.

“Hosted User”: shall mean any Client who is renting or seeking exhibition space through the Fellowship.

“Hosting User”: shall mean any Client who provides or offers for rent exhibition space through the Fellowship.

“Login Information”:shall mean a confidential identifier (in the form of an email address or other) and password allowing access to the User Account and certain content on the Site.

“Offer”: shall mean (i) an offer to provide or rent a wall from a Hosting User through the Services; or (ii) an offer to rent a wall from anHosted User through the Services.

“Order”: shall mean any subscription to the Services on the Site via the User Account.

“Price”: shall mean the remuneration paid by the Client to the Company for the provision of the Services, calculated as a percentage of the Rent.

“Rent”: shall mean the remuneration paid by the Hosted User to the Hosting User for the provision or rental of the exhibition space.

“Rental”:shall mean the occupation by anHosted User of an exhibition space made available by a Hosting User as part of the Services.

“Services”: shall mean the services offered by the Company on the Site for the provision of the Fellowship and the intermediation between Clients in order to rent their walls and described more precisely in Article 3 of the TOS.

“Site”: shall mean the website https://musesquare.com/fellowshipwhere the Company offers its Services.

“Terms of Services” or “TOS”: shall mean the rights and obligations of the Client and the Company, as provided herein, and binding upon them in connection with the Order of Services on the Site.

“Terms of use” : shall mean all of the stipulations provided for in the Terms of use of the Site accessible on the Site and accepted without reservation by any User.

“User”: shall mean any user of the Site according to the Terms of use.

“User Account”: shall mean a space reserved for a User who has an account, and which is accessible after registration on the Site via a Login Informationand allowing him/her to access certain content on the Site.

ARTICLE 2. PURPOSE AND SCOPE

These Terms of Servicesapply to any Order of Services placed directly with the Company on the Site.

The original version of theseTerms of Services are written in French, which shall constitute the only controlling version and prevails over any other version in the event of a contradiction or for interpretation purposes.

These Terms of Services shall prevail in the event of any contradiction or discrepancy with any other clause contained in any document or correspondence from the Client, including its terms of use or terms of purchase and the mentions appearing on its own order form.

These Terms of Services supersede all other prior or contemporaneous agreements and understanding between the Company and the Client with respect to the Orders and the Services.

ARTICLE 3. FEATURES OF THE SERVICES

The Site allows the Users to have access to the Fellowship, to a network of art galleries, and to connect with other Users in order to rent their walls to featureone or several exhibitions.

The following Services are available to the User:

• The “Lease” service:shall refer to a simple wall rental service with or without a discount, but without any project conditions;
• The “Call for project” service: shall refer to a service of renting walls with or without a discount, conditioned to an exhibition project defined by the Host Client;
• The “Co-host” service shall refer to rental service subject toa project submitted by, and which applies to several Host Clients at the same time;
• The “Swap” service shall refer to a wall exchange service between Clients.

ARTICLE 4. ORDER

4.1          Order process

All Client’s Orders are placed through the creation of a User Account.

The Client has the option of using one or more Services at the same time.

The Order process is as follows:

• Client’s interview and transmission of information;
• Creation of the Client’s profiles by the Company’s customerservice;
• Selection and proposal of Offers by the Client;
• Order validation: receipt of an acknowledgement of receipt of the Order by e-mail with the payment instructions;
• Order confirmation: receipt of an e-mail confirming the Order with a copy of the invoice.

4.2          Availability of the Services and rates

The Services offered on the Site are available subject to the Offers made available by the Clients. As a result, and unless the Order and the definitive Rental are approvedby the Company, the Company does not guarantee the availability of the Offers.

Any claim by the Client that the Order has not been completed due to the unavailability of one or more Offers shall be deemed unfounded.

The value of the Offers is defined by the Clients who propose fixed costs and the margin applicable to all Offers.

The Price depends on the value of the Rental actually made by the Client. Thus, the Company invoices the Services according to the number of Rentals under the conditions set out in article 5 below.

The prices are indicated in euros, excluding taxes and bank or payment service provider fees.

Moreover, the Company reserves the right to modify the Price at any time. The Services will be invoiced on the basis of the rates in force at the time of the Order, subject to availability.

ARTICLE 5. FINANCIAL TERMS

5.1          Principle of remuneration based on the value of the Rentals

In the event of a Rental made as a result of the use of the Services provided by the Company, the Clients shall pay a Price of 15% of the value of the Rental, distributed as follows, unless other provisions apply: 7.5% for the Hosted User and 7.5% for the Hosting User, plus the fees charged by the Client’s payment providers and banks.

5.2          Invoicing and payment terms

Upon validation of the Order by the Company, the Clients shall proceed with the online payment of the Price defined in section 5.1 within _____________ (xx) days, failing which the Order will be automatically cancelled.

Upon completion of the payment of the Price (in full or of a retainer in the event of multiple installments) the Company shall issue an invoice to each Client at the time of the confirmation of the Order.

5.3          Payment methods

The Client shall pay for his or her Order on the Site by credit card, Visa or Mastercard or by the payment portals MangoPay for simple payment and BrainTree (PayPal) for fractional payment.

The User’s banking data is encrypted (SSL technology, Secure Socket Layer). They do not circulate unencrypted on the Internet and cannot be intercepted. They are not communicated to the Company.

ARTICLE 6. CANCELLATION, POSTPONEMENT AND MODIFICATIONS OF THE ORDER

6.1          Order not yet confirmed

The Client may cancel, postpone or modify without charge an Order that has not yet been confirmedby the Company by sending a cancellation, postponement or modification request by e-mail to contact@musesquare.com.

6.2          Confirmed Orders

In the event of cancellation by a Client of an Order confirmedby the Company, the Client initiating the cancellation shall pay to the other Client, as compensation, the following cancellation fee: (i) if the cancellation occurs no later than one (1) month prior to the Rental date, the equivalent of 50% of the agreed Rent (or that would have been applicable); or (ii) if the cancellation occurs less than one (1) month prior to the Rental date, the equivalent of the entire agreed Rent (or that would have been applicable). In all cases, the Price due to the Company shall remain unchanged and payable, and shall be borne in full by the cancelling Client.

In the event of a postponement of the terms of an Order approved by the Company, the postponing Client shall pay to the other Client, as compensation, the following postponement fee: (i) if the postponement occurs no later than one (1) month prior to the Rental date for a postponement of less than three (3) months, the equivalent of 10% of the agreed Rent (or which would have been applicable); or (ii) if the postponement occurs no later than one (1) month prior to the date of the Rental with a postponement of more than three (3) months, the equivalent of 20% of the agreed upon Rent (or that would have been applicable); or (iii) if the postponement occurs less than one (1) month prior to the date of the Rental, the equivalent of 20% of the agreed upon Rent (or that would have been applicable), regardless of the length of the postponement. If the Exhibiting User has already borne non-refundable shipping and/or insurance costs for the artworks in anticipation of the exhibition at the Host User’s premises, the Host shall reimburse the Exhibiting User for any and all such costs, upon producing of justifying material. In all cases, the agreed upon Rent (or the Rent that would have been applicable) shall remain unchanged and payable in addition to the compensation.

In the event of a change to an Order approved by the Company: (i) any upward change in the exhibition space by the Exhibiting User will (subject to space availability) result in a corresponding increase in Rent and a corresponding increase in Price; (ii) any downward change in the exhibition space by Exhibiting User no later than one (1) month prior to the Rental Date shall result in a corresponding decrease in Rent and a corresponding decrease in Price; (iii) a downward change in the exhibition space by Exhibiting User less than one (1) month prior to the Rental Date shall not result in any reduction; (iv) any downward change in exhibition space by the Host User of less than 25% will result in a flat reduction of 30% of the agreed Rent (or as would have been applicable); (v) any downward change in exhibition space by the Host User of between 25% and 50% will result in a flat reduction of 60% of the agreed Rent (or as would have been applicable); (vi) any downward change in the exhibition space by the Host User of more than 50% shall be deemed a cancellation resulting in a refund (or non-charge) of the agreed (or otherwise applicable) Rent and payment of compensation equivalent to 100% of the Rent. For cases (iv), (v) and (vi), the portion of the Price due to the Company by the Host Use remains unchanged and payable and shall be borne by the Host User.

ARTICLE 7. LIMITED OBLIGATIONS AND WARRANTIES OF THE COMPANY

The Company undertakes to ensure that the performance of the Services complies with the obligations set out herein. It also undertakes to implement all the means to allow the Clients a reliable and fast access to the Services.

The Client declares to have accepted the costs as well as the limits specific to any connection to the Internet network. The Client, informed of the minimum specifications communicated by the Company, is responsible for accessing the Service in good technical conditions – hardware, software, telecommunications – so that all backup measures and protection against possible intrusions are assured.

The information contained on the Site is accessible 24 hours a day, 7 days a week, subject to accidental interruption or planned suspension or necessary for the proper functioning of the service. Interruptions will not give rise to any compensation.

ARTICLE 8. OBLIGATION AND WARRANTIES OF THE CLIENT

8.1          General obligations

The Client undertakes not to impede the proper performance by the Company of its obligations.

The Client undertakes to provide the Company with accurate, fair, sincere, complete and non-misleading information on its identity, its economic, commercial and financial situation. The Client guarantees the Company against all consequences of any kind related to the communication of information that does not meet this requirement.

The Client acknowledges and agrees that the Login Information is personal, confidential and non-transferable. They are exclusively reserved for the use of the named users. They may not, in any way whatsoever, be communicated to third parties or reused, whether or not at the Client’s premises, by anyone other than the designated user. In this regard, the Client must notify the Company of any loss or theft of the Login Information so that it can be cancelled.

The Client warrants to the Company that it has a right of ownership in the walls or that it is authorized to rent the walls subject to a Rental under the terms of these TOS and shall indemnify the Company against any claim by third parties, any legal action based on breach of property right.

The Client warrants to the Company that the walls rented under the terms of these TOS comply with the health and hygiene applicable regulations, etc.

The Client warrants and commits that it will not offer or seek to rent exhibition space directly to or with another Client outside the Site and the Services offered by the Company.

8.2          Obligations linked to the Services

Any Client who places an Offer online is free to withdraw it at any time.

However, an Offer accepted as a result of an Order approvedby the Company may not be withdrawn or cancelled except in the event of: (i) Force Majeure (as such term is understood under French law and jurisprudence); (ii) total or partial destruction of the Hosting User’s premises; or (iii) total or partial destruction of the works to be exhibited by the Hosted User.

In addition, in the event that one or more Offers are placed online and then withdrawn (freely) by three (3) successive times, the Company reserves the right to exclude the Client from the Services and the Site by suspending or terminating the User Account.

8.3          Warranties

Each Client guarantees: (i) that he/she is an art gallery member of a professional gallery association; (ii) that he/she is a person acting on behalf of an art gallery, subject to having obtained the prior authorization of the rights holders (owners and/or manager of the art gallery); (iii) that he/she has the premises and/or works of art necessary for the proper performance of the Rental between them, and more generally for the proper performance of the Services by the Company; and/or (iv) that he/she has an adequate and sufficient insurance policy, subscribed with an approved insurance company, covering the rented spaces and/or the works of art exhibited within the framework of the performance and progress of the Rental.

ARTICLE 9. INTELLECTUAL PROPERTY AND UNFAIR COMPETITION

9.1          Intellectual property on the elements on the Site and belonging to the Company

The Company remains the owner of the sites, and of all content that is made accessible and/or available to the Client within the framework of these Terms of Services, as well as of any other element belonging to the Company, whether or not it is protected by intellectual property rights.

Any reproduction, representation, use, adaptation, modification, incorporation, translation, commercialization, in whole or in part, by any process and on any medium whatsoever (paper, digital, etc.) of any element belonging to the Company, whether or not protected by intellectual property rights, is prohibited without the prior written authorization of the Company.

The Client shall also refrain from registering or applying for registration of any distinctive sign of any nature whatsoever which may infringe the Company’s property rights.

The Client also undertakes to inform the Company immediately of any infringement of its property rights, and to provide the Company with any information necessary to protect and enforce such intellectual property rights.

In addition, the Client shall refrain from distributing in any manner whatsoever, products that infringe the Company’s property rights.

9.2          Intellectual property on elements belonging to the Users

Users may share content on the Site that may be protected by copyright, trademark, design right and/or any other intellectual property right or personality right (hereinafter, “User Content”).

The Users’ Content includes the content of their profile on the Site containing a presentation of their activity and, if applicable, texts and photographs (hereinafter, the “Users’ Presentation”).

The Users grant the Company a license to use this Content allowing its reproduction on the Site.

The Users guarantee to the Company the full and complete enjoyment, free of any servitude, of all the rights granted by the present license, and guarantee the Company against any disturbance or claim, eviction of any kind and any action for infringement, unfair competition or violation of confidentiality obligations due to the use of the Users’ Content on the Site (hereinafter, the “Claims”).

Users hereby assume all liability, loss, costs, damages, expenses and attorneys’ fees that may result from such a Claim.

Users also expressly acknowledge that the publication of the Users’ Submission on the Site does not infringe upon the rights of third parties or their own rights, in particular those relating to their personality attributes. The Company shall not be held liable in any way for the content of the Users’ Submission.

ARTICLE 10. CONFIDENTIALITY

Users acknowledge that, in the course of the performance of these TOS, they may have access to certain information and documents concerning the activities, projects, technologies, know-how and/or products of the Company and other Clients.

Such confidential information and documents (hereinafter, the “Confidential Information”) are of considerable value to the Company and other Clients, which value would be threatened if their contents were disclosed to third parties, in particular to companies competing with the Company.

Users agree to: (i) not to use in any way, for their own account and benefit or for the account and benefit of any third party said Confidential Information, except with the express prior consent of the Company or the relevant Client; (ii) to protect the confidentiality of said information with the same diligence as for its own confidential information; and (iii) to enforce this obligation of confidentiality by all of its employees, collaborators, and to any subcontractors.

These use and non-disclosure obligations do not apply to information:

• Which is already legitimately known to the User prior to communication of such information hereunder ;
• Which is in the public domain without a breach of these TOS or fault of the User;
• Which has been legitimately received from a third party not subject to a confidentiality obligation;
• Which has been authorized in writing by the Company or another Client for publication;
• That was independently developed by the User; or
• Required to be disclosed by law or court order.

This obligation shall remain in effect for a period of five (5) years after User first logs onto the Site, unless such information becomes public other than by User’s own action in violation of this confidentiality obligation.

ARTICLE 11. LIABILITY

The Company does not guarantee:

• The accuracy of the information provided by Users on the Site;
• The fact that the use of the Services in resultin one or more Rentals.

In any case, the Company will in no event be liable:

• For any elements or data provided by the Users, the latter declaring and guaranteeing that they do not infringe any third party right and are in conformity with all applicable legal and regulatory provisions;
• Of the adequacy between the profiles put in relation and the real needs of the Users;
• Of any damage whatsoever which would result from the performance or the progress of the Rental, and in particular any damage which would be caused to the rented spaces and/or exhibited works of art ;
• Any non-performance resulting from a case of force majeure.

The Company’s liability may be engaged in case of proven fault or serious negligence and will be in such a case limited to direct and personal prejudices, excluding any indirect prejudice, of any nature whatsoever.

In any event and under any circumstances whatsoever, in the event that the Company’s liability is incurred, the amount of compensation paid by the Company shall not exceed the amount (exclusive of tax) actually paid by the Client for the Order that gave rise to the damage.

ARTICLE 12. GENERAL PROVISIONS

12.1        Force majeure

The Company shall not be liable for any failure to meet its obligations due to a case of force majeure as defined by the case law of the French courts. Notwithstanding the foregoing, the Company undertakes to immediately notify the Client of such an event and its consequences and to do everything possible to limit the effects of its failure to act.

12.2        Assignment

Neither party may assign any of its rights and obligations under these Terms of Services to any third party except with the other party’s prior written consent.This does not apply or is deemed to be an assignment requiring the Client’s agreement, in particular in the event of a merger, universal transfer of assets, or change of control.

12.3        Severability

If any court of competent jurisdiction finds any provision of these Terms of Services to be unenforceable or invalid, then the provision shall be ineffective to the extent of the finding, without affecting the enforceability or validity of these Terms of Services’ remaining provisions.

12.4        No Waiver

In no event should any failure by either party to raise a claim in connection with any terms or condition of these Terms of Services or any breach thereof, in any one or more instances, shall be deemed or construed to be a waiver of such term or condition or any subsequent breach thereof.

12.5        Personal Data

The provisions relating to the personal data transmitted by the Client to the Company to the Client, within the framework of the performance of the TOS, are provided in the “Agreement on Personal Data” in Appendix 1.

12.6        Notifications

Any notification required to be given under these TOS may be validly given, except as otherwise provided herein, by simple writing (simple mail, facsimile, or electronic mail) to the addresses set forth herein or such other address as may be subsequently notified in writing.

12.7        Entire Agreement and modifications

These Terms of Services and its appendix contain the entire, final, complete and exclusive agreement between the Parties and supersede any prior stipulation, undertaking or agreement, written or oral, between the Parties concerning the subject matter of these TOS.

The Company may change these TOS at any time. The new TOS will come into force on the date of their publication on the Site, provided that the User has been informed of their publication online.

12.8        Applicable law and Jurisdiction

These Terms of Serviceswill be governed by and interpreted in accordance with the substantive laws of France. Any dispute relating to the formation, interpretation, performance, or termination of these Terms of Services, even in case of multiple defendants, shall, absent an amicable settlement thereof, be submitted to the exclusive jurisdiction of court with exclusive jurisdiction within the jurisdiction of the Paris Court of Appeals.

APPENDIX 1: AGREEMENT ON PERSONAL DATA

Version effective as of May 12, 2022

The Client expressly acknowledges that it has read this Data Protection Agreement (the “DPA”) and accepted it unconditionally prior to any Order. Any commencement of performance of the Services by the Company with the consent of the Client shall automatically constitute acceptance of the DPA by the Client without reservation.

Within the framework of the performance of these Terms of Services, the Company will process personal data of the Client.

The Company undertakes to comply with the applicable regulations and notably the applicable European provisions and regulations regarding the protection of Personal Data incumbent upon it, in particular European Regulation No. 2016/679 of the European Parliament and of the Council 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 (hereinafter “GDPR”) and the Data Protection Act No. 78-17 of 6 January 1978 as amended and / or any regulation replacing it, as well as any European regulation and all the recommendations, deliberations and other standards issued by the French Data Protection Authority (CNIL) (hereinafter “Applicable Regulations”).

Article 1. Definitions

In this respect, the parties give to the terms used in this Appendix the definitions referred to in the Applicable Regulations, including, but not limited to, “personal data”, “processing”, “controller”, “processor” etc.

Other capitalized terms shall be deemed to have the same meaning as given in the TOS, or as given at the time of their first use in this DPA.

Article 2. Description of purposes

The purpose of the DPA is to determine the terms and conditions under which the parties agree on the terms and conditions for the processing of personal data in the context of the performance of the TOS.

In this respect, it is provided between the parties that the Company acts as a data controller with respect to the personal data it processes in the context of the performance of the Services it offers to its Clients and, in particular, in the context of the Services subscribed to by the Client (the “Company’s Processing”).

Article 3. General Obligations of the parties

The Company undertakes, in its capacity as controller:

• To process the data solely for the single purpose(s) of the Terms of Services within the framework of each Service and as detailed in Article 2 of this Appendix.
• In this respect, the Company undertakes to provide to the other party the personal data referred to herein, provided that they are necessary for carrying out the Services concerned and for the sole purpose of the strict performance of the Terms of Services : the Companyshall refrain from transmitting, communicating or transferring personal data for purposes, or to persons, outside the performance of these TOS;
• To maintain in writing a record of all categories of processing activities carried out in the framework of the performance of these Terms of Services and in particular the processing operations described in Article 1 hereof. To ensure, in advance and throughout the duration of the processing, compliance with the obligations envisaged by the Applicable Regulations and to collaborate actively with the other party for this purpose as well as for the purpose of being able to provide evidence of compliance with such obligations;
• To inform the other party, as soon as possible after the notification of any instruction, if it considers that all or part of the processing it carries out in the context of the Service constitutes a violation of the Applicable Regulations to any transaction likely to have an impact in the context of the performance of the Terms of Services;
• To ensure the confidentiality of the personal data processed and to ensure that persons authorized to process such data under theundertake to comply with the obligation of confidentiality, or are subject to an appropriate legal obligation of confidentiality and, where appropriate, receive the necessary training in personal data protection;
• To implement the technical and organizational means to ensure compliance with the principles of the data protection by design and data protection by default, as regards its tools, products, applications or services;
• To respond diligently in writing to requests for information from the other party, within five [5] working days of the request, in order to (i) enable it to respond to requests for the exercise of the rights presented by the data subject under the conditions described in this Appendix or (ii) carry out impact assessments (iii) or respond to requests from data protection authorities or data protection officers;
• To communicate to the other party the name and contact details of its data protection officer, if any;
• More generally, to ensure compliance with the legal and regulatory obligations incumbent upon it, in particular under the Applicable Regulations regarding all other processing operations that it will perform in its capacity as controller outside the performance of the Terms of Services.

Article 4. Processors (Subcontractors)

Where, within the framework of the performance of these Terms of Services, the Company uses a processor, it shall ensure that the latter:

• Provides sufficient guarantees regarding the compliance with the obligations incumbent upon it and that it takes the relevant technical and organizational steps to implement the processing, making the processor liable, by means of a legal instrument, for all the obligations imposed by the Applicable Regulations;
• Commits to comply with an obligation of confidentiality; and is bound by a written agreement whose level of guarantee may not be lower than that of this Appendix;
• Ceases immediately the processing of such data, should such a guarantee no longer exist.

Article 5. Data transfer

In the event that the Company processes Data outside the European Economic Area (EEA) or to a country recognized by the European Commission as not offering an adequate level of protection of personal data, the Company undertakes to sign or to have signed by its potential subcontractor the standard contractual clauses proposed by the decision of the European Commission in their latest applicable versions, subject to the application of any other mechanism that complies with the Regulation on personal data.

Article 6. Rights of the Data Subjects

The Company ensures the exercise of the rights of the persons concerned. Therefore, it is possible for the Client, upon written request, to access the Personal Data concerning him/her, to ask for their modification or rectification, or to demand that they no longer appear in the Company’s database.

• Under the right of access, the Client is entitled, in accordance with Article 15 of the GDPR, to question the Company in order to obtain: (i) communication of the Personal Data concerning him in an accessible form; (ii) confirmation that his Personal Data is or is no longer being processed; (iii) communication of the purposes of the processing, the categories of Personal Data processed and the recipients to whom his Personal Data is communicated; and (iv) the period of time for which his Personal Data is kept or the criteria used to determine such period.
• In accordance with Article 16 of the GDPR, the right of rectification gives the Client the right to require the Company to rectify, complete or update his Personal Data when it is inaccurate, incomplete, equivocal or outdated.
• Under the conditions provided for in Article 17 of the RGPD, the Client has a right to the deletion of his Personal Data, allowing him to ask the Company to delete his Personal Data as soon as possible, in particular when they are no longer necessary with regard to the purposes for which they were collected.
• The Client also has the right to limit the processing of his Personal Data in the cases listed in Article 18 of the GDPR. He may thus request that his Personal Data be kept only for the purposes of (i) verifying the accuracy of the Personal Data he disputes; (ii) serving him in the establishment, exercise or defense of his legal rights and this even though the Company no longer has any use for it; (iii) to verify whether the legitimate reasons pursued by the Company prevail over his or her own in the event that he or she objects to processing based on the Company’s legitimate interest; (iv) to satisfy his or her request for limitation of the use of his or her data, rather than for erasure, in the event that the processing of his or her data is unlawful
• In the circumstances provided for in Article 20 of the GDPR, the Client has a right to portability of his Personal Data, allowing him to retrieve from the Company the Personal Data he has provided to it, in a structured, commonly used and machine-readable format, for the purpose of transmitting it to another controller.
• In accordance with Article 21 of the GDPR, the Client has the right to object, at any time, to the processing of his Personal Data for commercial prospecting purposes.
• In accordance with Article 85 of Law 78-17 of January 6, 1978 on Data Processing, Data Files and Individual Liberties, the Client has the possibility of defining particular directives relating to the conservation, deletion and communication of his personal data post-mortem. These particular directives will only concern the processing carried out by the Company and will be limited to this perimeter only.

To exercise its rights of access, rectification, deletion, limitation, portability and opposition referred to above, the Client must send its request by e-mail to the following address:contact@musesquare.com

The Company will provide the person exercising one of these rights with information on the measures taken, as soon as possible and in any event within one (1) month of receiving the request. This period may be extended by two (2) months, taking into account the complexity and number of requests. The Company may verify the identity of the individual before acting on the request.

If the Company does not act on the request, it will inform the person as soon as possible, and at the latest within one (1) month of receiving the request, of the reasons for its inaction and of the possibility of lodging a complaint with a supervisory authority and of lodging a legal appeal.

The exercise of these rights is free of charge. However, in the event of a manifestly unfounded or excessive request, the Company reserves the right to (i) require payment of a fee to cover administrative costs, or (ii) refuse to comply with such requests.

Article 7. Personal Data Breach

Insofar as it is likely to have an impact in the performance of these Terms of Services, the Company commits :

• To inform the Client, as soon as possible, of any event of which it is aware and which is likely to constitute a risk for the security of personal data as well as all necessary information as described by the Applicable Regulations and / or by competent authorities (including the nature of the personal data breach with the categories and the approximate number of data subjects, as well as the approximate number of personal data records, the likely consequences of the breach, the measures taken to remedy the personal data breach and its consequences);
• To take reasonable steps to mitigate the effects and minimize the damaging consequences of any unlawful access to personal data on equipment and/or premises of the party concerned, as soon as it becomes aware thereof.

Such notification shall be accompanied by all relevant documentation to enable the Client, where applicable, to notify the relevant supervisory authority of such violation. It shall be transmitted to the Client by any means agreed between the parties, including by e-mail and shall drafted in clear and plain language.

Article 8. Security measures

The Company undertakes to implement and maintain the security measures described below:

• Means to guarantee data confidentiality, the integrity and the availability;
• Means enabling to restore the availability of data and access thereto in a timely manner in the event of an incident of any nature whatsoever;
• A procedure to test, analyze and regularly assess the effectiveness of technical and organizational measures to secure the processing;
• To make personal data accessible and searchable only to those duly empowered and authorized by virtue of their duties and capacities, strictly within the limits of what is necessary for the performance of their duties.

Security measures may evolve in response to technological developments in this area. Each of the parties reserves the right to modify such appropriate security measures provided that the operation and security of the Services are not altered, and always with the aim of improving the security conditions with regard to the Applicable Regulations. No evolution may lead to a reduction of the security level.

Article 9. Cooperation

The parties commit to cooperate with each other and with the supervisory authority, at the request of the latter, while carrying out the Services by the Company.

Article 10. Modifications

The Company may change the DPA at any time. The new DPA will come into force as of their communication by any written means and acceptance by the Client. The continuation of the Company’s engagement by the Client so informed will be deemed to have been made by consenting to the new version of the PAD.