RetiNov Terms and Conditions of Sale and Use

The present general terms and conditions of sale (hereinafter the "General Terms and Conditions") represent the sole basis of the commercial relationship between the Parties in accordance with Article L.441-1 of the French Commercial Code. The purpose of these terms and conditions is to define the conditions under which RETINOV, a simplified joint stock company with share capital of €1,000, registered with the Bordeaux Trade and Companies Registry under number 947844163, having its registered office at 406 BD JEAN JACQUES BOSC , BORDEAUX, 33130, France, (hereinafter referred to as "RetiNov") provides the customer (hereinafter referred to as the "Customer") with the services described in Article 3 below (hereinafter referred to as the "Services"). RetiNov and the Customer are hereinafter referred to together as the "Parties" and individually as a "Party".

1 LEGAL INFORMATION

www.retinov.com (hereinafter the "Website") is published by : RETINOV, a simplified joint stock company with share capital of €1,000, registered with the Bordeaux Trade and Companies Registry under number 947844163, with registered offices at 406 BD JEAN JACQUES BOSC, BORDEAUX, 33130, France. Website host: OVHCloud, 2, rue Kellermann, 59100 Roubaix, +33 9 72 10 10 07, hello@retinov.com

2 SCOPE OF APPLICATION

The purpose of the General Terms and Conditions is to inform the Customer of the terms and conditions governing online ordering and delivery of the Services ordered. The General Conditions apply, without restriction or reservation, to all Services offered to Customers by RetiNov on the Website, regardless of any clauses that may appear in any other document. Any order for Services implies the Customer's full acceptance of these General Terms and Conditions, without reservation or restriction.

The General Terms and Conditions are made available to customers on the website, where they can be consulted directly, and can also be sent to customers on request by any means. The Customer declares and acknowledges that he has received all necessary and useful information to enable him to make a commitment in full knowledge of the facts. The information contained in RetiNov's documentation is given for information purposes only and may be revised at any time. RetiNov is entitled to make any changes it deems necessary - it being specified that the General Terms and Conditions are those in force on the day of the order. The Customer declares that he/she has read these General Terms and Conditions and accepts them by checking the appropriate box before proceeding with the online ordering procedure. Validation of the order for Services by the Customer implies unreserved acceptance of these General Terms and Conditions.

3 SERVICE DESCRIPTION

RetiNov offers for sale

Free access to optometrists to our Beta-test program allowing them to promote our platform Orusight to their patients. Orusight is a software application intended to educate patients about their potential risk of vision loss resulting from advanced Age-related Macular Degeneration (AMD). It is tailored to personalize and enhance patient adherence to a Mediterranean diet, fostering a proactive approach to vision health management. The essential characteristics of each Service are described on the Website and updated by RetiNov. The data sheet for a Service may include descriptions, photographs and graphics which are provided for information purposes only and may be modified/updated on the Website by RetiNov. Use of the Website requires a device with Internet access. This device and connection are not provided by RetiNov, and all costs incurred by the Customer to access the Website are the sole responsibility of the Customer. The Website is accessible anywhere and at any time, with the exception of Website maintenance operations carried out by RetiNov, and such access is subject only to an Internet connection. The Customer is personally responsible for setting up the IT and telecommunications resources required to access the Website. It is expressly accepted by the Parties that in the event that the Website is inaccessible due to (i) maintenance operations carried out by RetiNov or (ii) difficulties related to the Website host, RetiNov may not be held liable under any circumstances. Access to the Website is free of charge. The Services offered comply with French legislation at the time the order is placed. The Services presented on the website are offered for sale in the following territories:
United States

4 CUSTOMER ACCOUNT

4.1 Customer account creation

The Customer may create a customer account (hereinafter the "Customer Account") prior to or at the same time as purchasing Services online on the Website. The creation of a Customer Account is not mandatory to order a Service. The Customer Account is a personal space made available to the Customer and protected by secure access. The creation of a Customer Account is free of charge and in no way commits the Customer to the purchase of a Service. The Customer Account is created by the Customer by providing the information requested, in particular an e-mail address and a password. The identifier and password chosen by the Customer at the time of account creation are personal and confidential t o the Customer. The Customer undertakes to keep his/her login and password secret and not to divulge them in any form whatsoever. The storage, use and transmission of the login and password are the sole responsibility of the Customer. Please note that this information is Personal Data as defined in the Privacy Policy. In the event of suspicion of improper use of the Customer Account, the Customer undertakes to notify RetiNov immediately in order to change the password. In any event, any order placed from a Customer Account will be deemed to have been placed by the Customer in whose name the Customer Account is referenced. The Customer undertakes to provide complete, accurate and up-to-date information. He/she also undertakes not to impersonate any third party, nor to conceal or modify his/her age.

4.2 Features of the Customer Account

The Customer Account allows the customer to :

to contact RetiNov. The customer may download and print the data associated with his or her customer account at any time. The Customer Account can be accessed from any computer connected to the Internet, via the Website.

5 HOW TO ORDER SERVICES

In order to order one or more Services, the Customer must add said Services available on the Website to his virtual basket (hereinafter the "Basket"). If he/she has not already created one, the Customer may create a Customer Account under the conditions defined in article 4 above. It is possible to order Service(s) without creating a Customer Account. In this case, the Customer must provide the following information: Surname(s) and first name(s) ;

E-mail.
address. In any event, the Customer must check the Service(s) in his/her Shopping Cart. In the event of an error in the Service(s), the Customer may modify the Shopping Cart and return to the previous pages of the Website to modify the order.

In the event of prolonged inactivity by the Customer on the Website, the availability of the Services selected and placed in the Shopping Cart is not guaranteed. In this case, the Customer must repeat the selection process, subject to the availability of the Services. The Customer must then choose one of the payment methods offered by the Website. Finally, the customer must follow the instructions given by the payment server to proceed with payment and validate payment of the order. The Customer's order becomes firm and irrevocable by clicking on the "Pay Now" button or any other similar button. From that moment onwards, the Customer will no longer be able to modify his/her order and/or the information provided.

6 ORDER CONFIRMATION AND TRACKING

The sale of the Service(s) becomes final once RetiNov has received full payment for the order and has sent confirmation of the order to the Customer by e-mail to the address provided by the Customer. All information provided by the Customer at the time of placing the order and RetiNov's confirmation of the registration of said order shall constitute proof of the transaction. RetiNov undertakes to systematically confirm each Customer's order b y sending an e-mail. The Customer undertakes to check the accuracy of the order and to notify RetiNov immediately of any errors or omissions. The Customer is responsible for any error on his/her part in providing an incorrect and/or incomplete e-mail address.

7 FINANCIAL CONDITIONS

7.1 The Price

The prices indicated are firm and non-revisable during their period of validity, the Parties expressly waiving their right to invoke the provisions of article 1195 of the French Civil Code. Depending on the country from which the Customer accesses the Website, the prices displayed on the Website are expressed in the currency of that country, inclusive of all taxes. Only prices quoted in euros are fixed. All other prices are automatically converted into the chosen currency by the system, based on the euro exchange rate on the date the order is placed. All costs of transport, delivery, order processing (postage, packaging, preparation of the parcel, optional services subscribed to by the Customer) and other charges, interest and commissions are indicated in the order summary and are established according to the place and method of delivery selected by the Customer, and are the sole responsibility of the Customer. Any additional costs relating to a specific request made by the Customer after the order has been placed will be borne exclusively by the Customer and will be invoiced separately. RetiNov reserves the right to modify the prices of the Services presented on the Website at any time.

In any event, the Services will be invoiced to the Customer on the basis of the price displayed at the time the order is validated. In accordance with the provisions of the French General Tax Code, RetiNov applies the current VAT rate to all orders placed on the Website, regardless of their destination.

7.2 Terms of payment

Orders are payable immediately by credit card, online only. The payment of the order is cash, the Customer will not have the possibility of paying in several times. The Customer guarantees that he/she is the holder of the payment card used to pay for the order, and that the surname and first name appearing on the payment card are indeed his/her own. In the case of payment by credit card, the Customer will be asked to enter the credit card number, expiry date and visual cryptogram of the credit card used. In the event that, for any reason whatsoever, it is impossible to debit the amounts owed by the Customer for his order, the order will be immediately cancelled and RetiNov will not be held liable under any circumstances. Any delay in payment of all or part of an amount due to RetiNov, on its due date under these General Terms and Conditions, will automatically entail, without prejudice to the provisions of the article "Termination for default" and from the day following the payment date shown on the invoice, the invoicing to the Customer of late payment interest, due by the sole fact of the due date of the contractual term, at a rate equal to three (3) times the legal interest rate, based on the amount of the debt not paid on the due date, and a fixed indemnity of forty (40) euros for collection costs.

8 PROVISION OF SERVICES

The Services are made available to the Customer directly in his Customer Account, as soon as full payment has been received. They can be used by the Customer as soon as they are made available. RetiNov undertakes to use its best efforts to make the Services available as soon as possible. However, RetiNov cannot be held liable for any delay in making the said Services available on the Customer's Account.

9 UNAVAILABILITY OF SERVICES

9.1 Before ordering

In the event of partial or total unavailability of one or more Service(s) on the Website, the words "Unavailable" or any similar wording will be indicated in the description of the Service and the Customer will not be able to add it to his Shopping Cart.

9.2 After ordering

In the event of partial or total unavailability of one or more Service(s) after validation of the order by the Customer, the latter will be informed by e-mail to the e-mail address provided at the time the order was placed, either (i) of the partial delivery of the order, or (ii) of the cancellation of the order. The Customer will be reimbursed for the price of the unavailable Service ordered within twenty (20) working days of his request.

10 SPECIAL OFFERS

RetiNov reserves the right to offer Services for sale subject to promotional offers. Original and promotional prices will be displayed with the percentage (%) discount applied to the original price. These Services are sold under the same conditions of payment, delivery times and refunds as the Services excluding promotional offers. It is possible to order several Services benefiting from a promotional offer in the same order, and it is also possible to combine the purchase of one or more Services benefiting from a promotional offer and one or more Services not benefiting from a promotional offer.

11 RIGHT OF WITHDRAWAL

The right of withdrawal does not apply to professional customers, except in the case of contracts for the provision of services or the sale of goods concluded off-premises, the purpose of which does not fall within the scope of the customer's main business activity, and where the professional customer employs no more than 5 employees.

12 LEGAL WARRANTIES

12.1 Principle

The implementation of legal guarantees by the Customer who is not a RetiNov professional does not incur any costs for the Customer. The Customer who wishes a refund under the conditions defined below, will be refunded by RetiNov within fourteen (14) working days from the return of the non-conforming Product.

12.2 Hidden defects warranty

In accordance with the provisions of articles 1641 et seq. of the French Civil Code, the warranty for hidden defects applies only to hidden defects in the Service purchased by the Customer, which would prevent its normal use or affect it to such an extent that the Customer would not have purchased it. The Customer may not claim the benefit of the warranty for latent defects for apparent defects that he may have noticed at the time of purchase of the Service. The Customer has a period of two (2) years from the discovery of the hidden defect to bring an action against RetiNov. It is the customer's responsibility to prove the existence of the latent defect by any means and to present all necessary supporting documents.

Customers wishing to invoke the warranty for latent defects may alternatively :

Retain the Service and request a partial refund from RetiNov;
Return the Service to RetiNov and request a full refund of the price as well as any costs incurred by the sale.

13 INTELLECTUAL PROPERTY

The Services are protected by intellectual property rights. The provision of the Website does not imply any transfer of the intellectual property rights of the Website and any of its elements, or of the associated documentation, which remain the exclusive property of RetiNov. The entire Internet Site, including its tree structure, graphics, structure, object or source codes and content (in particular texts, videos, graphics, images, photographs, logos, button icons, software, audio and other files, databases) is the property of RetiNov or their respective owners and is protected by intellectual property, in particular by copyright and trademark law. The Website may not be used for commercial purposes without the express prior written consent of RetiNov. Unauthorized framing or linking to any of the services is prohibited. Commercial advertisements and other forms of solicitation may be removed from Customer content without notice and may result in termination of the Customer Account. RetiNov reserves all rights to the Website that are not expressly granted to the Customer under these Terms and Conditions. Consequently, the Customer shall refrain from using the Website for any purpose other than those specified in these General Terms and Conditions, in the absence of RetiNov's express prior consent. Any dissemination, reproduction, representation or publication is not authorized except for strictly personal use and on condition that RetiNov and/or its partners are acknowledged, by all possible means of identification and irrespective of the medium of dissemination, reproduction, representation and/or publication, as having ownership rights. Subject to compliance with these terms and conditions, RetiNov authorizes the Customer to access and use the Website exclusively for personal purposes. The license thus granted to the Customer is strictly personal, non-exclusive, limited and revocable in the event of non-compliance with the present terms. RetiNov draws the Customer's attention in particular to the fact that no transfer of intellectual property rights may be included in his use of the Website. This is a limited, non-exclusive, non-transferable and non-sublicensable license for the Customer to download and install a copy of the Website on a mobile device or computer in the Customer's possession or control. With the exceptions specified below, it is strictly forbidden to perform or assist a third party to perform any or all of the following actions: (i) copy, store, reproduce, transmit, modify, alter, disassemble, imitate, decompile or disassemble the Website, including its Services and content in any way, or create derivative works therefrom (ii) use all or part of the Website, the Services or their content to create a tool or software that can be used to create software applications of any kind; (iii) make available to the public in any manner whatsoever (transfer, rental, loan, distribution, reproduction, etc.), whether free of charge or against payment, all or part of the Web Site, the Services or their content; (iv) alter all or part of the Web Site, the Services or their content in any way whatsoever.

content or circumvent any technology used by RetiNov or its licensors to protect any content accessible through the Website, Services; (v) circumvent the security measures of the Website, Services, and access any unauthorized portion or functionality of the Website, Services; (vi) use the Website, Services in a manner that violates this License Agreement. Any breach of the foregoing is liable t o incur the Customer's liability, without prejudice to RetiNov's right to unilaterally terminate the Customer's Customer Account.

14 OWNERSHIP AND RISKS

14.1 Reservation of ownership

Notwithstanding the provisions of article 1583 of the French Civil Code, it is expressly agreed with the Customer that the transfer of ownership of the Services delivered is suspended until full and effective payment of the price in principal, interest, taxes and all incidental costs. In the event of non-payment of the price on the agreed due date, RetiNov expressly reserves the right to consider the sale cancelled and to reclaim the said Services after formal notice has been served by registered letter or bailiff's summons without effect within thirty (30) days of their presentation. As long as the Services do not belong to the Customer, he is forbidden to dispose of them, in particular to pledge them, exchange them or transfer ownership of them by way of security. The Customer therefore undertakes to inform its customers, who are professional resellers, of the existence of the retention of title clause on the Services and of RetiNov's right to claim either the disputed Services or the price from them. Notwithstanding the fact that ownership of the Services shall not pass to the Customer until actual payment has been made, the transfer of risks in respect of the Services to the Customer shall take place in accordance with the conditions set out below. The Customer therefore undertakes to take all reasonable care in the custody and preservation of the said goods. The Customer shall immediately notify RetiNov by any means ensuring perfect communication of any fact likely to compromise its property rights, in particular the opening of safeguard, liquidation or receivership proceedings, seizure or any other protective measure. All costs incurred by RetiNov relating to the recovery of the Services under retention of title or their price shall be borne exclusively by the Customer.

14.2 Risks

The Services shall be at the Customer's expense, risk and peril from the time they are handed over to the carrier or collected by the Customer.

15 FORCE MAJEURE

The Parties shall not be held liable if the non-performance or delay in performance of any of their obligations as described herein is due to force majeure, as defined in article 1218 of the French Civil Code. The Party observing the event must immediately inform the other Party of its inability to perform and justify this to the latter.

RetiNov shall not be liable to the Customer for any lack of performance, unavailability or failure of the services, or for any failure or delay on its part to comply with these conditions, in the event that such lack of performance, unavailability or failure is due to a cause beyond its reasonable control. RetiNov declines all responsibility in the event of unavailability of Services due to force majeure, total or partial disruption, or strikes, particularly of postal services, means of transport and/or communication.

16 RETINOV'S LIABILITY

RetiNov's liabilit towards the Customer can only be engaged for facts which are directly attributable to RetiNov and which cause the Customer a prejudice directly linked to these facts. RetiNov shall not be held liable in the event of non-compliance with legislation outside the territory indicated herein where the Services are used. RetiNov reserves the right to modify the information contained on the Website at any time and without prior notice. RetiNov undertakes to provide the most complete and accurate description of the Services sold on the Website and to update this information in the best possible conditions. However, RetiNov cannot guarantee the accuracy and completeness of this information. Consequently, RetiNov declines all responsibility for:

Any damage resulting from fraudulent intrusion by a third party leading to modification of the information provided;
Any imprecision, inaccuracy or omission relating to information on the Website;
Any direct or indirect damage, whatever the cause, origin, nature or consequence, caused as a result of access by any person to the Website or the impossibility of accessing it, use of the Website and/or credit given to any information originating directly or indirectly from the latter. RetiNov guarantees the Customer that the Services offered for sale on the Website do not, to its knowledge, infringe any third-party intellectual property rights. In all cases, it is the Customer's responsibility to notify RetiNov as soon as possible of any action and/or formal notice received as a result of using the Services. Subject to the application of public policy provisions preventing any limitation of the Company's liability, if the Company's liability were to be incurred, it would be limited under the conditions defined below: RetiNov may only be held liable in the event of proven fault or negligence and is limited to direct damage, to the exclusion of any indirect damage of any nature whatsoever. Under no circumstances will RetiNov be liable to compensate for any immaterial damage, whether or not consecutive to material damage, such as, in particular, financial losses, including overheads, loss of profit, business, contracts, revenue, customers and production, as well as any damage related to harm to the Customer's image. RetiNov cannot be held liable for damages resulting from errors in documents or information provided by the Customer.

Any damages RetiNov may be required to pay to the Customer are subject to RetiNov's liability being recognized as a result of a final court decision. In any event, any damages RetiNov may owe are limited to the price of the Service(s). This limitation of liability is expressly accepted by both parties.

17 CUSTOMER COMMITMENTS

The Customer wishing to take full advantage of the Web Site and purchase Services must be fully competent to do so and must be acting for strictly professional purposes. The Customer undertakes to use the Services in accordance with the regulations in force and not to make any inappropriate or immoral use of them. The Customer undertakes to pay the price in accordance with the conditions set out in these General Terms and Conditions. The Customer undertakes to return the Services in new, unused, undamaged and carefully reconditioned condition. The Customer also undertakes to find a solution enabling it to perform its obligations despite the case of force majeure as defined in article 15 above. The Customer declares to be the legal owner or holder of the intellectual property rights concerning all content provided and/or published on the Website. The Customer undertakes to ensure that the content published by it on the Website is lawful, does not offend public decency, public order or the rights of third parties, does not infringe any legislative or regulatory provision and, more generally, is in no way likely to give rise to RetiNov's civil or criminal liability; RetiNov will always be able to take action against the Customer and obtain full compensation for any loss RetiNov may have suffered.

18 CONTRACT DURATION

The present Contract takes effect as from its acceptance by the Customer and is concluded until delivery of the Services ordered to the Customer, with the exception of those provisions which are intended to last beyond the contractual relationship between the Parties.

19 TERMINATION OF CONTRACT

19.1 Claim

The Customer may send his complaints by registered letter with acknowledgement of receipt to the following address: 406 BD JEAN JACQUES BOSC , BORDEAUX, 33130, France; or by electronic mail to the contact email address shown on the Website.

19.2 Cancellation by the customer

The Customer may terminate his Customer Account or subscription(s) (if applicable) at any time by accessing his Customer Account settings on the Website, giving at least forty- eight (48) hours' notice before the end of the current period. Termination will be effective at the end of the current period.

19.3 Termination by RetiNov

RetiNov reserves the right to penalize any malicious behavior contrary to the commitments made by the Customer hereunder by cancelling his order and deleting his Customer Account. RetiNov reserves the right to suspend or terminate a Customer's account in the event of fraud, breach of any obligation hereunder, including but not limited to failure to collect the selected subscription amount by the agreed due date, unauthorized copying or downloading of audio or video content or any violation of the limited use license granted in connection with his or her access to the Services, or unauthorized sharing of the Customer's account. In such a case, RetiNov shall give reasons for its decision and offer the Customer the opportunity to comment before deciding to suspend or terminate the Customer Account. RetiNov will not proceed to any refund and the sums paid by the Customer will be retained in full by RetiNov.

20 PERSONAL DATA

For any information relating to RetiNov's processing of the Customer's personal data, the Customer is invited to consult the Privacy Policy accessible on the Website.

21 DISPUTES AND APPLICABLE LAW

The Parties agree to attempt to resolve any dispute amicably before resorting to legal action. All disputes arising out of or in connection with these General Terms and Conditions shall be submitted to the jurisdiction of the Court of Appeal of the Company's registered office. By express agreement between the Parties, these General Terms and Conditions and the resulting purchase of Services are governed by French law. They are written in French. The Parties acknowledge that they are the authors of all written exchanges between the Parties and that these writings may be used as evidence by the other Party. Should they be translated into one or more languages, only the French text will be deemed authentic in the event of a dispute, and any translation will refer to the original French version.

22 CUSTOMER ACCEPTANCE

These General Terms and Conditions are expressly approved and accepted without reservation or restriction by the Customer, who declares and acknowledges full knowledge thereof, and thereby waives the right to rely on any contradictory document, and in particular his own general terms and conditions of purchase, which shall be unenforceable against RetiNov, even if he has knowledge thereof.

23 MISCELLANEOUS PROVISIONS

23.1 The partial or sole exercise of any right, failure to exercise or delay in exercising any right

or remedy or power by either Party shall not constitute a waiver by such Party of any further exercise of such right, power or remedy under these Terms and Conditions or otherwise by such Party.

23.2 In the event that one or more clauses of these General Terms and Conditions are deemed

null and void, unlawful or inapplicable by any court or authority, the Customer shall be deemed to have failed to comply with the provisions of these General Terms and Conditions. competent authority, such clause(s) shall be deemed not to form part of the General Terms and Conditions.

Terms of use