Terms and Conditions of Use

Publisher

Sell It Today, a simplified joint-stock company with a capital of 1,000 euros, whose registered office is located at 494 rue Léon Blum in MONTPELLIER (34000), registered with the Montpellier Trade and Companies Register under number 990 232 894, represented by BUILDERS GROUP, acting as Chairman, which is itself represented by Mr. Antonin ARMAND.

Individual VAT Identification Number: FR71990232894

Contact

Mailing Address: 494 Léon Blum Street, MONTPELLIER (34000)

Phone: [to be completed]

Email: contact@sell.it.today

Editor-in-Chief

Mr. Antonin ARMAND

Web Host

AWS

Mailing Address: P.O. Box 81226, WA 98108-1226 Seattle

Phone: +1 206 266 4064

For the purposes of this document, the following words and phrases, when capitalized, whether in the singular or plural, shall have the meanings set forth below:

Administrator

Refers to the User authorized by the Client to access the Solution’s administration interface, including billing data, who can add other Users and assign roles to them.

Anomaly

Means any reproducible malfunction of the Solution that prevents the normal operation of all or part of the Solution, or that causes an incorrect result or improper processing, when the Solution is used in accordance with the Provider’s instructions and for its intended purpose.

Terms and Conditions of Use

Refers to the general terms and conditions of use for the Solution, which must be accepted upon execution of the Agreement.

Client

Refers to the company that has entered into this Agreement, as identified therein, for its business purposes. In cases where this is not specified in the body of this Agreement, the Client guarantees that the Users will comply with all obligations imposed upon them.

Contract

Refers to these General Terms and Conditions of Use, which the Customer accepted upon subscribing to the Solution and/or creating an Administrator account on the Solution, along with its appendices and any amendments thereto, in accordance with the order of precedence specified in Article 3 below.

Confidential Information

Means all information, know-how, data (including personal data), documents, files, knowledge, and intelligence, regardless of their content, including commercial, financial, legal, statistical, IT, or technical information, including that relating to the other Party’s business, its methods, its products, its Services, the Solution, and its strategies, regardless of form or medium, of which a Party may become aware in connection with the performance of the Contract or its negotiation.

It is agreed that the confidential nature of the information need not be specified at the time the information is disclosed or indicated on the document or any other medium for the information to be considered Confidential Information.

Confidential Information does not include information that (i) is already publicly available at the time of its disclosure, or becomes publicly available after its disclosure (other than as a result of disclosure by the receiving Party in violation of its confidentiality obligation); (ii) was already lawfully known to the Receiving Party prior to its disclosure, without any restriction on its use or disclosure prior to such disclosure (as evidenced by written documents).

Brands

Refers to the trademarks, trade names, logos, colors, and other distinctive signs of each Party, whether registered or unregistered.

Part(s)

Refers to the Service Provider or the Client in the singular, and to the Service Provider and the Client in the plural.

Service Provider

Refers to the company Sell It Today identified at the beginning of this document.

Services

Refers to the services related to the provision, maintenance, and support of the Solution that the Service Provider agrees to provide to the Client in exchange for payment of the amounts owed by the Client.

Solution

Refers to the Sell It Today solution developed by the Service Provider and available via SaaS, whose modules and features are described on the website https://sellit.today/ and/or upon the execution of the Contract.

User(s)

Refers to all individuals under the Client’s responsibility (agents, employees, representatives, etc.) who are authorized by the Client, have the right to access and use the Solution, and therefore have an account on the Solution. Unless otherwise specified, “Users” include, in particular, the Administrator.

Users access and use the Solution on behalf of the Client as part of the Client’s business and for professional purposes only.

The contractual relationship between the Parties is governed by the following documents, listed in descending order of legal weight, which constitute the entirety of the commitments between them:

• The contract, consisting of this document and any amendments thereto,
• The Appendix: Agreement on the Outsourcing of Personal Data.

collectively, the “Agreement.”

In the event of a conflict between the various documents, the higher-level document shall prevail with respect to the obligation in question.

The purpose of this Agreement is to define the terms under which the Service Provider grants the right to use its Solution and provides the related Services.

It applies without restriction or reservation, regardless of any provisions that may appear in the Customer’s documents, including, but not limited to, its general terms and conditions of sale or purchase. The Customer is required to review these terms before subscribing to the Solution.

The Customer in question declares that he or she has read this Agreement and accepted it by checking the box provided for that purpose when subscribing.

In general, and notwithstanding any other representations set forth herein, the Customer expressly acknowledges, represents, and warrants that:

• that it has clearly defined to the Service Provider its specific needs and expectations regarding the Services and the Solution;
• that he has been informed of the purpose and features of the Solution and the Services;
• whether the Solution and Services meet the Customer's needs;
• that he or she has the necessary skills to use the Solution and the Services;
• that it orders the Services and will use the Solution for its own purposes;
• that he is not bound by any exclusivity or non-compete agreement that would prevent him from entering into this Agreement;
• that the Service Provider is not responsible for securing the Client's IT infrastructure or for backing up the Client's data.

6.1 Technical Requirements

To access the Solution, the Customer agrees to ensure that it has, at all times, a recent web browser, an ADSL or fiber Internet connection, and high-performance, up-to-date computer hardware. For the purposes of this agreement, “up-to-date browser and hardware” refers to a browser and hardware that, at a minimum, are still supported by their respective manufacturers.

The Customer acknowledges that the Service Provider has informed them of all technical requirements necessary for the optimal operation of the Solution. The Customer is also informed that these requirements may change, particularly for technical and security reasons. If any changes occur during the term of the contract, the Client will be notified within a reasonable timeframe by any means at the Service Provider’s discretion. The Client must comply with the new requirements in order to continue using the Solution and must inform the Users of these changes.

The Customer shall be solely responsible for any consequences resulting from failure to meet the prerequisites, including, in particular, any malfunction of the Solution.

6.2 Solution Features

The features and options of each module of the Solution are described on the website https://sellit.today/ and/or when the Customer signs up for a subscription. The Customer selects the modules, features, and options they wish to use when signing up for a subscription to the Solution.

The Service Provider notes, however, that the Solution may include features that allow the Customer to access payment services or, more generally, financial services offered by duly authorized third-party providers.

Accordingly, the Customer expressly acknowledges and agrees that:

• The Service Provider acts exclusively as the operator of a technical platform that enables the integration and use of payment services provided by third-party service providers duly authorized as payment institutions or electronic money institutions;
• The Service Provider does not act as a custodian of funds. Financial transactions are handled directly by third-party service providers, who are solely responsible for their execution and regulatory compliance;
• Access to certain services or features may be subject to the completion of identity verification, know-your-customer, anti-money laundering and counter-terrorism financing, or compliance procedures; the provision of documents, accurate, complete, and up-to-date information, supporting documents, or statements, or to the acceptance of the terms and conditions of the relevant third-party service providers.

The Customer is hereby informed that third-party service providers may, at their sole discretion and in accordance with applicable regulations, refuse, suspend, or block any account, transaction, or access to payment services, particularly for regulatory, compliance, security, or risk management reasons, without the Service Provider incurring any liability in this regard.

The Service Provider shall not be held liable for decisions made by third-party service providers, nor for any delays, refusals, restrictions, blockages, suspensions, verifications, additional requests, incidents, unavailability, or errors attributable to such third parties.

The Service Provider reserves the right to update the Solution’s modules, features, and interfaces during the term of the Contract, making any necessary modifications to adapt to customer needs, to improve the Solution, or to accommodate current technological and/or regulatory developments; however, this is not an obligation. The Customer will receive any updates and improvements to the existing modules, features, and options to which they have subscribed at no additional cost. Conversely, the Service Provider reserves the right to offer any new modules or features of the Solution subject to the payment of an additional fee.

6.3 Customizing the Solution's Interfaces

Provided that the appropriate subscription plan has been purchased, the Customer may customize the Solution’s interfaces accessible to Users using the Customer’s branding.

The Customer warrants that the Trademarks do not violate public policy, public morals, or the rights of third parties, including their intellectual property rights.

The Client is solely responsible for its Trademarks. The Client agrees to indemnify the Service Provider against any financial losses the Service Provider may incur as a result of a breach by the Client or the Users of the aforementioned warranties.

These provisions are without prejudice to the Service Provider’s right to remove any infringing Trademark from the Solution’s interfaces and to terminate the Agreement or seek compensation for any damages it may have suffered.

6.4 Service Levels: Solution Support

The Service Provider offers software support services that can be contacted from 9:00 a.m. to 12:00 p.m. and from 2:00 p.m. to 5:00 p.m. (hereinafter the “Support Hours”) by email or through the Solution in the event of a Malfunction. Support is available only in French.

When contacting support, the Customer and/or User must provide the Service Provider with all the information necessary to process the request and, in general, all the information and details requested by the Service Provider. The report of the Issue must specify the date it occurred, the circumstances under which it occurred, and a description of how to reproduce the issue.

The Service Provider agrees to take all necessary steps to address the Customer’s support request within seventy-two (72) business hours of receiving the request, in accordance with the terms set forth above. It is specified that the aforementioned time limit is automatically suspended:

• outside the time slot;
• during periods when the Service Provider is awaiting information from the Client and/or the User;
• in the event of force majeure that prevents the provision of support services.

The Service Provider will use its best efforts to resolve the Issues as soon as possible but cannot guarantee their resolution to the Client. The resolution of the Issues may consist, at the Service Provider’s discretion, of configuring the Solution, developing a specific feature, or implementing a workaround. The Service Provider shall keep the Client regularly informed of the diagnosis and resolution of reported Issues.

The Client agrees to provide the Service Provider with all materials and information necessary to facilitate the Service Provider’s work and, in general, all materials and information that may be requested.

The Service Provider reserves the right to refuse to provide the above support in cases where the Issue arises from:

• any modification to the Solution made by or on behalf of the Client without the Service Provider’s express, specific, and prior consent;
• an Anomaly caused by a third-party application or system implemented by or for the Client that is not authorized, provided, or licensed by the Service Provider;
• in the event of a malfunction of any software or third-party solution integrated into the Solution;
• in the event of improper use of the Solution, contrary to its intended purpose;
• in the event of non-compliance with the technical requirements;
• due to the intervention of a third party or the Customer not authorized by the Service Provider;
• if the Solution updates are not downloaded;
• in the event of a change to the Solution;
• in the event that the Customer fails to fulfill its obligations;
• in the event of a lack of cooperation from the Client or a third party whose involvement is necessary;
• in the event that software packages, software, or operating systems incompatible with the Solution are implemented;
• in the event of willful damage, malicious intent, or sabotage; or damage resulting from improper use of the Solution.

Furthermore, the purpose of the support service is to resolve an actual issue and should not result in the Service Provider providing the Customer with configuration, training, or, more generally, any other type of support service.

6.5 Hosting the Solution

The Solution and the data it contains are hosted on behalf of the Service Provider by AWS, whose corporate headquarters are located in Seattle, WA 98108-1226, P.O. Box 81226 (United States), which the Customer hereby accepts.

The Customer is expressly informed that the data is hosted in the European Union.

7.1 Access to the Solution

The Solution is available to the Customer and Users as a SaaS offering at the following address: https://app.sell.it.today/ using a web browser that has been updated to the latest version.

All costs, of any kind, related to the Customer’s and Users’ access to the Solution are the sole responsibility of the Customer, who is solely responsible for the proper functioning of its IT equipment and its Internet access. It is the Client’s responsibility to take all necessary steps to maintain this access, including bearing all related costs and expenses, such as telecommunications line subscriptions, connection, transmission, maintenance, installation, and administration costs for networks and equipment, as well as any taxes, fees, or levies that may be due.

The Customer represents that it has been informed that access to the Solution is available solely via the Internet and that it is fully familiar with the Internet, its characteristics, technical risks, and limitations, and acknowledges, in particular:

• that data transmissions over the Internet are only relatively reliable from a technical standpoint;
• that data transmitted over the Internet cannot be fully protected against potential misuse;
• that the Solution may be subject to access difficulties, unavailability, slow performance, interruptions, outages, and, more generally, malfunctions inherent to these networks;
• that it must take all appropriate measures to protect data transmitted over the Internet and to back up such data;
• The Service Provider shall therefore not be liable for any event or malfunction, for the quality and reliability of the telecommunications connections between Users’ workstations or terminals and the access point to the Solution, or, more generally, for any event beyond its control that affects access to the Solution.

7.2 Freemium Access

The Service Provider may offer the Customer access to the Solution under a “freemium” model, allowing for free, limited, and non-exclusive use of certain features of the Solution.

Under these terms, the Customer and Users will have access, free of charge, to a limited set of modules and features, as defined by the Service Provider and subject to change at any time. The Customer acknowledges that certain features, usage capabilities, volumes, or service levels may be limited under this access.

Access to the Solution’s extended or advanced features requires a paid subscription. The Customer may, at any time, sign up for a paid plan in order to take advantage of all the corresponding modules and features.

The Service Provider reserves the right to modify, suspend, or discontinue all or part of the freemium offering, particularly in the event of changes to the Solution or its commercial policy, provided that the Customer is notified by any appropriate means.

The Service Provider also reserves the right to deny access to the freemium service or to terminate it in the event of a breach of the provisions set forth in these Terms of Use.

7.3 User Access and Use

Users have access to the Solution. The Customer can assign roles to each User, including the role of Administrator.

Upon execution of the Agreement, the Service Provider creates accounts for the Customer and the Administrator on the Solution. The Administrator may then log in to their account and create accounts for other Users. Each of these Users will receive, via email, a link allowing them to log in to their account, as well as a temporary password.

When logging into their account for the first time, each User must accept the Solution's Terms and Conditions of Use and set a new secure password.

The Customer is hereby informed that Users are solely responsible for the use of their account and for keeping their passwords secure. These passwords are strictly personal. The Customer agrees to take all necessary measures to ensure that these passwords are kept confidential and are not disclosed in any form whatsoever.

The Client must promptly notify the Service Provider if it discovers a security breach related, in particular, to the voluntary disclosure or misappropriation of a password, so that the Service Provider may initiate the procedure for issuing a new password and promptly take all appropriate measures to remedy the security breach. In this regard, the Service Provider reserves the right to close or suspend the account of the User in question, without incurring any liability.

Entering an email address and password constitutes a presumption that the User has logged into their account. As such, the Customer is responsible for all activities carried out through the Users’ accounts.

After using their personal space, Users must log out to prevent unauthorized persons from accessing it without their permission.

The Customer agrees that Users shall not impersonate another member on the Solution, nor provide false information about their identity to access and/or use the Solution. Any use of a single account by multiple Users is strictly prohibited.

The Administrator may delete a User's account at any time, directly within the Solution.

In the event of a breach of any provision of the Agreement, or more generally, a violation of laws and regulations by a User, the Service Provider reserves the right to:

• suspend, terminate, or block the User’s access to their account after sending a formal notice that has remained unanswered for eight (8) calendar days;
• remove all content related to the breach or violation in question, in whole or in part;
• terminate the Agreement in accordance with the provisions of Section 10.2 below;
• take all appropriate measures and initiate any legal action against the Customer, who is responsible for ensuring that the User complies with their obligations;
• notify the competent authorities when necessary, cooperate with them, and provide them with all information relevant to the investigation and prosecution of illegal or unlawful activities.

The Client shall indemnify the Service Provider against any damages, losses, or judgments incurred by the Service Provider as a result of the User’s improper use of the Solution.

8.1 Price

Subject to the provisions of Section 7.2, access to the Solution is granted in exchange for a fee calculated based on the modules, features, plans, and options selected by the Customer, as well as the number of Users determined according to the Customer’s stated needs. This fee is disclosed to the Customer when the Customer subscribes to the Solution.

These rates are listed before tax. The applicable VAT as of the invoice date will be added to these rates.

Only the Services, modules, features, and options selected by the Customer when signing up for a subscription are included in the price. Any other services, modules, features, or options not selected at the time of subscription may be subject to additional billing.

The current pricing terms are available on the page Rates.

8.2 Price Adjustments

The prices under the Contract, when entered into for an annual term, may be increased once (1) a year by the Service Provider, up to the limit of the observed change in the SYNTEC (France) index published by INSEE. The reference index used as the basis for this indexation shall be the index for the month known on the date of the adjustment, compared to the index for the same month of the previous year. In the event that the SYNTEC index is discontinued, the President of the Commercial Court of the Service Provider’s registered office shall have full authority to replace it with whichever index he deems most appropriate.

8.3 Payment

The fee for access to the Solution is payable monthly or annually, in advance, as indicated when signing up for a subscription.

Unless otherwise agreed by the Parties, the Client shall pay the Service Provider’s invoices by direct debit.

If paying by direct debit, the Customer must provide their credit card information (Visa, MasterCard, American Express, or other credit cards) when signing up for the subscription.

If the Customer’s bank rejects a direct debit, the Customer shall be liable for all fees charged to the Service Provider, in addition to any late-payment interest and collection fees specified below.

Payments made by the Client will not be considered final until the Service Provider has actually received the amounts due.

Unless otherwise specified, the payment term is set at thirty (30) days from the invoice date. It may not, by express agreement between the Parties, be delayed under any circumstances whatsoever; claims made by the Client shall in no event be grounds for postponing the payment due date. Under no circumstances may payments be suspended or subject to any form of setoff without the prior written consent of the Service Provider. Any partial payment shall first be applied to the non-priority portion of the debt, and then to the amounts that have been outstanding the longest.

8.4 Late Payment

In the event of a delay in payment and failure by the Client to pay the amounts due by the specified deadline, and after the payment date indicated on the invoice sent to the Client, late payment penalties at a rate of 15% shall automatically and as of right be due to the Service Provider, without any formalities or prior notice, without prejudice to any other action the Service Provider may be entitled to bring against the Client in this regard.

In addition, a flat-rate fee of 40 euros for collection costs shall be due from the Customer automatically and without prior notice in the event of late payment. The Service Provider reserves the right to request additional compensation from the Client if the collection costs actually incurred exceed this amount, upon presentation of supporting documentation.

Any delay in payment shall result in the immediate payment of all amounts owed by the Client, without prejudice to any other action the Service Provider may be entitled to take against the Client in this regard.

8.5 Discount, Rebate, Reduction, Refund

The Service Provider will not grant any discount for cash payments or for payments made earlier than the deadline specified in the Contract or on the invoice issued by the Service Provider.

The Service Provider does not offer any discounts, rebates, or refunds, unless otherwise specified.

9.1 Purpose and Admission Requirements for the Program

The Service Provider has established an affiliate program (hereinafter the “Program”) that allows any Customer approved by the Service Provider and holding a subscription to the Solution (hereinafter the “Affiliate”) to earn a referral commission when they refer a prospect to the Service Provider and that prospect subscribes to the Solution via a personal, non-assignable, and non-transferable link provided by the Service Provider to the Affiliate.

Admission to the Program is subject to:

• the Customer must have an account within the Solution and an active subscription for an amount of at least thirty-seven (37 €) per month;
• the absence of any breach of contract, payment defaults, or conduct by the Client that could harm the Service Provider’s image or reputation;
• the Customer’s provision of accurate, complete, and up-to-date information, as well as any identity or compliance verification that the Service Provider may require;
• upon your unconditional acceptance of these terms and conditions.

The Service Provider reserves the right to refuse or suspend any application to join the affiliate program that does not meet the conditions set forth herein.

The Affiliate acts as an independent business introducer, in its own name and under its sole responsibility, and without any relationship of subordination. The Affiliate has no authority to bind the Service Provider with respect to third parties and may not claim any mandate, right of representation, or agency.

The Affiliate is therefore prohibited, in particular, from presenting itself as an employee, agent, representative, or legal representative of the Service Provider; from entering into any commitment on behalf of the Service Provider; or from granting any discount, rebate, or reduction; and, in general, enter into any commercial commitment on behalf of the Service Provider without the Service Provider’s express, prior, and written authorization.

The Affiliate is authorized to promote the Solution only in accordance with these terms and conditions, applicable laws and regulations, and the Service Provider’s brand image. The Affiliate agrees to communicate in a fair, transparent, and non-misleading manner that accurately reflects the services offered by the Service Provider.

In particular, he refrains from:

• any false or misleading advertising;
• any promise regarding the Solution's performance, results, revenue, features, timelines, or commercial terms;
• any creation of a website, web page, social media account, advertisement, or other medium that gives the impression that it officially originates from the Service Provider without the Service Provider’s express, prior, and written authorization;
• any use of the Service Provider’s trademarks, domain names, distinctive signs, or visual elements without the Service Provider’s express prior written authorization;
• sending unsolicited electronic communications (spam), including via email, text message, or any other marketing channel, in violation of applicable regulations;
• any activity involving spam, phishing, spoofing, fraud, scams, deception, identity theft, or unfair data collection;
• any “brand bidding” practice, consisting of bidding, directly or indirectly, on keywords that are identical or similar to the Service Provider’s Trademarks, and in particular the trademark “Sell It Today,” the acronym “SIT,” or any variation or derivative of these terms, on any search engine, advertising platform, or marketplace (including Google Ads, Bing Ads, and Meta Ads);
• any “squatting” practice, consisting of registering, reserving, acquiring, or using, directly or indirectly, domain names, subdomains, social media accounts, or any digital identifier that includes, reproduces, or imitates, either identically or similarly, all or part of the Service Provider’s distinctive marks, including, in particular, “Sell It Today” or “SIT,” or that is likely to create a risk of confusion in the minds of the public regarding the origin of the services or the existence of a connection with the Service Provider.

The Affiliate is solely responsible for its actions, communications, content, advertisements, and, more generally, any activity carried out as part of the Program.

The Affiliate shall indemnify the Service Provider against any claims, actions, judgments, or damages resulting from the Affiliate's conduct.

The Service Provider does not guarantee any volume of leads, conversions, revenue, or exclusivity under the Program.

9.2 Financial Terms of the Program

The Service Provider pays the Affiliate a referral commission based on two tiers:

• Level 1: The Affiliate receives a commission equal to thirty percent excluding tax (30% excl. tax) of the amounts actually collected by the Service Provider from prospects whom the Affiliate has directly referred to the Service Provider via the link provided by the Service Provider and who have subscribed to a service with the Service Provider;
• Level 2: The Affiliate receives a commission equal to five percent, excluding tax (5% excluding tax) of the amounts collected by the Service Provider from prospects referred to the Service Provider by affiliates whom the Affiliate has personally referred via the link provided by the Affiliate and who have subscribed to a service with the Service Provider.

Commissions are payable only if the conditions set forth in this article are actually met.

If multiple affiliates contributed to the conversion of the same prospect, the commission will be awarded according to the “last-click” rule, that is, to the Affiliate whose affiliate link was last used by the prospect prior to the prospect’s actual subscription with the Service Provider.

A commission is earned only as of:

• upon the Service Provider's actual and final receipt of the amounts owed by the prospect referred by the Affiliate via the personal link provided by the Service Provider;
• upon the expiration of any applicable statutory withdrawal period.

The Service Provider reserves the right to defer or cancel any commission in the event of suspected or confirmed fraud or irregularities.

No commission will be due, particularly in the following cases:

• the Affiliate taking out a subscription on its own behalf, either directly or indirectly;
• generating fake leads or engaging in fraudulent practices;
• deceptive, misleading, or unauthorized business practices;
• freemium accounts or free trials;
• prospect accounts that have been canceled or for which a full refund has been issued;
• breaches of contract by the Affiliate;
• in the event of termination, for any reason whatsoever, of the Agreement entered into between the Service Provider and the Affiliate prior to the accrual of a commission in accordance with the provisions set forth above.

Commissions are paid upon request by the Affiliate through their Customer account on the Platform. An invoice is then generated through the Platform, and the Service Provider pays the commissions by bank transfer within a reasonable time, subject to compliance with the terms and conditions set forth herein.

The Service Provider may, as of right and in accordance with the provisions of Articles 1347 et seq. of the Civil Code, set off any amount owed by the Affiliate against any certain, liquid, and due that it may hold against the Affiliate, particularly in the event of fraud or a breach of these terms and conditions.

9.3 Suspension, Termination

The Service Provider may suspend or terminate, as of right, immediately, and without compensation, an Affiliate’s participation in the Program and, where applicable, terminate the Agreement entered into with the Affiliate, at the Affiliate’s fault, in the event of a breach of these terms and conditions, fraud or suspected fraud, deceptive practices, or practices that damage the Service Provider’s reputation, or failure to comply with applicable regulations.

The Affiliate’s participation in the Program shall automatically terminate, without notice or formalities, in the event that the Affiliate’s subscription to the Solution is terminated for any reason whatsoever.

Such termination shall result in the immediate loss of benefits under the Affiliate Program, without any right to compensation, subject to the Service Provider’s payment of commissions validly earned prior to termination.

10.1 Term of the Agreement

This Agreement shall take effect on the date of its acceptance by the Customer during the subscription process and shall remain in effect for the term specified during said process.

The Customer may, if applicable, have freemium access to the Solution. In this case, and in the absence of a current subscription, the Agreement, and therefore these General Terms of Use, remain in effect for as long as the Customer maintains an account providing access to the Solution.

The Agreement shall be automatically renewed for successive periods of one (1) year in the case of an annual subscription or one (1) month in the case of a monthly subscription to the Solution, unless terminated by either Party by registered letter with acknowledgment of receipt.

The Customer may terminate the Contract at any time, without having to give notice. Such termination takes effect at the end of the current subscription period.

Without prejudice to the other provisions set forth in these General Terms and Conditions of Use, the Service Provider must provide one (1) month’s notice prior to the end of the term in the case of an annual subscription, and fifteen (15) days’ notice in the case of a monthly subscription, when terminating the Contract. Termination takes effect at the end of the current subscription period.

10.2 Early Termination of the Agreement

The Party that is the victim of a breach due to a sufficiently serious failure to perform by the other Party may give notice of termination for cause of this Agreement by registered letter with return receipt requested to the defaulting Party, thirty (30) days after the defaulting Party’s receipt of a formal notice to perform that has remained unheeded, in accordance with the provisions of Article 1224 of the Civil Code.

Accordingly, the Service Provider may terminate the Contract due to the Client’s breach in the event that the Client fails to comply with any of the obligations set forth in Articles 5, 6.1, 6.3, 7.3, 8, 9, 11, 14, 15, 16, 18, and 25 of this Agreement.

10.3 Consequences of Termination of the Contract

In the event of termination of the Contract for any reason whatsoever, the following provisions shall apply:

• The Client and the Users will no longer have any access to the Solution, subject to the provisions regarding reversibility set forth below, and the Service Provider will cease to provide the Services;
• The Customer must pay all amounts due under the Contract.

In the event of early termination of the Contract resulting from the Client’s breach of any of the provisions listed above, or if such early termination was decided unilaterally by the Client without any serious fault on the part of the Service Provider that can be duly and objectively justified, the Client shall be required, without further notice, to pay an amount equal to the Contract price prorated based on the number of months remaining until its expiration, in addition to, among other things, any damages and unpaid amounts that the Service Provider may further claim before any court of its choice.

It is hereby clarified that all provisions intended to apply upon the termination of the Contract shall remain in effect.

10.4 Reversibility

Prior to the termination of the Agreement, for any reason whatsoever, the Customer may export its data hosted on the Solution in Excel format from the Users' accounts.

Upon termination of the Contract, the User’s access will be deactivated. The Client may, however, request that the Service Provider export its data in the same format.

It is hereby specified that if the Client has not extracted or requested the extraction of data within sixty (60) days of the termination of the Contract, the Service Provider is no longer required to retain such data. The Client’s data will therefore be permanently deleted after this period, except for data that the Service Provider is required to retain in order to comply with its legal and regulatory obligations.

11.1 Customer Obligations

The Customer agrees to use the Solution, and to ensure that Users use the Solution, strictly in accordance with the terms set forth in this Agreement, in accordance with the Service Provider’s instructions for use, and in compliance with applicable laws.

It guarantees that it will implement the physical and logical security measures designed to protect its information systems, equipment, and data, and that it will perform regular backups of its data throughout the term of the Contract.

The Customer is solely responsible for the data and documents originating from its computer systems, including their content and integrity. The Customer is also solely responsible for any damages resulting from the presence of unlawful data or documents on its computer systems that are processed by the Service Provider in connection with the use of the Solution.

In general, the Client agrees to cooperate in good faith with the Service Provider to enable the Service Provider to perform all of the Services for which it is responsible in accordance with the terms of the Contract. The Client further agrees to ensure the cooperation of its own staff and the staff of any third-party service provider whose involvement is required for the performance of the Services covered by the Contract. To this end, the Client agrees, in particular, to designate a competent point of contact within its organization who must be easily reachable by the Service Provider.

In accordance with applicable regulations, particularly those relating to the prevention of money laundering and terrorist financing, the Customer agrees to provide all information required under the KYC/KYB (Know Your Customer / Know Your Business) to the Service Provider and/or to third-party service providers, as applicable.

Furthermore, the Customer agrees not to use the Solution, either directly or indirectly, for any unlawful, fraudulent, or abusive purposes, or in a manner inconsistent with its intended use, and undertakes to ensure that Users also refrain from such use, including, but not limited to:

• sending unsolicited electronic communications (spam), including via email, text message, or any other marketing channel, in violation of applicable regulations;
• any activity involving spam, phishing, spoofing, fraud, scams, deception, identity theft, or unfair data collection;
• the automated extraction, collection, or use of data (scraping) in violation of applicable regulations;
• the distribution, storage, or processing of content that is illegal, fraudulent, defamatory, hateful, violent, infringing, or that violates the rights of third parties;
• any attempt to circumvent the Solution's technical limitations, particularly with regard to data volume, access, security, or billing;
• any use that could compromise the security, integrity, or proper functioning of the Solution or third-party systems;
• more generally, any use that does not comply with the intended purpose of the Solution or with applicable laws and regulations.

In the event of a breach by the Client or a User of the provisions herein, or more generally in the event of suspected fraudulent, abusive, or unlawful use of the Solution, a security risk to the Solution, the Service Provider’s systems or those of third parties, or a breach of the Service Provider’s reputation, regulatory compliance, or contractual obligations, particularly with respect to its partners, the Provider reserves the right to immediately suspend, as of right and without notice, all or part of the access to the Solution, the Customer’s accounts, or related services; to restrict certain features; to block the relevant data or data flows; and, if necessary, terminate the Agreement under the terms set forth herein.

This suspension may take effect without prior notice when circumstances warrant it, particularly in cases of emergency or when it is necessary to comply with a legal or regulatory obligation.

The Customer remains bound by all of its contractual obligations during the suspension period, including its payment obligations.

11.2 Customer Liability

The Customer remains solely responsible for ensuring that its activities comply with applicable regulations, for its business relationships with its own end customers, and for any use of the Solution and its features.

The Customer is solely responsible for the content, campaigns, data, and operations carried out through the Solution, including when they are implemented by Users or any third party acting on the Customer’s behalf.

The Client agrees to indemnify the Service Provider, if applicable, for any financial consequences the Service Provider may incur as a result of the Client’s breach of the warranties and representations made under this Agreement.

Accordingly, the Client shall indemnify the Service Provider for any damages awarded against it.

The Client shall indemnify the Service Provider, upon first request, against any legal or factual dispute and any damages resulting from a breach of this Agreement.

These provisions are without prejudice to the Service Provider’s right to terminate this Agreement or to seek compensation for any damages it may have suffered.

12.1 Obligations of the Service Provider

The Service Provider also agrees to grant the Customer and Users access to the Solution under the terms set forth herein and subject, where applicable, to payment of the fee owed by the Customer.

The Service Provider shall perform its Services in a professional manner, with all due care, complying in particular with the best practices applicable to the Services and with the regulations in force in France.

12.2 Liability of the Service Provider

It is understood that the Service Provider shall not be held liable for any damages resulting, in particular, from:

• use of the Solution in an abnormal manner or in a manner that does not comply with the Provider’s instructions, including, in particular, the technical requirements, or, more generally, in a manner contrary to standard precautions and best practices;
• the nature and content of the information and data created and/or communicated by the Customer or Users;
• problems with the Customer's or Users' equipment;
• malfunctions in services, equipment, and solutions provided by third parties;
• errors, negligence, failure to provide information, supervision, or maintenance for which the Customer is responsible;
• insufficient skill levels on the part of the Client, Users, its employees, and its service providers and subcontractors;
• changes made by or on behalf of the Client, or work performed by or on behalf of the Client without the Service Provider’s prior written authorization;
• loss of the Customer’s data resulting from work performed by a third-party service provider designated by the Customer, where the Customer failed to take the precaution of backing up its data prior to such work;
• accidental destruction of data by the Customer or any third party who has accessed the Solution using the Customer’s or a User’s credentials;
• server downtime, slowdowns, outages, or interruptions in the supply of electricity or transmission lines caused by public or private operators, including, in particular, disruptions, difficulties, or slowdowns on the Internet or telephone networks;
• technical issues;
• cases of force majeure.

Under no circumstances shall the Service Provider be held liable for indirect damages, such as commercial loss, loss of data, loss of orders, damage to brand reputation, any commercial disruption, loss of profits, earnings, and/or revenue, loss of opportunity, or loss of customers. In any event, the amount of damages that may be imposed on the Service Provider pursuant to these terms, for all damages combined and aggregated, should the Service Provider be held liable, shall not exceed an amount equal to the Contract amount actually paid by the Client during the six (6) months preceding the event giving rise to the damage.

The Client hereby acknowledges that the Service Provider’s obligation under this Agreement is merely an obligation of means.

Furthermore, in accordance with the provisions of Article 2254 of the Civil Code, no legal action seeking to hold the Service Provider civilly liable may be brought more than one year after the date on which the Client became aware of, or should have become aware of, the facts enabling the Client to bring such an action.

It is expressly agreed between the Parties, and accepted by the Customer, that these provisions shall continue to apply after the termination of the Contract, for any reason whatsoever.

The Service Provider warrants that it holds all intellectual property rights necessary to enter into this Agreement and that, as such, the Solution does not infringe upon the rights of any third party and does not constitute an infringement of any preexisting work.

The Service Provider indemnifies the Client against any third-party claim (hereinafter “the Claim”) based on infringement, unfair competition, and/or parasitic conduct resulting from or related to the use of the Solution by the Client and/or the Users, provided that the Client:

• has immediately notified the Service Provider in writing and that the alleged violation is not attributable to the Customer or a User;
• grants the Service Provider exclusive control over the conduct of the defense and the settlement of the claim, giving the Service Provider full discretion to settle or pursue any course of action it deems appropriate;
• provide the Service Provider with all the information, materials, and assistance necessary to enable it to effectively conduct its defense or reach a settlement agreement; and
• makes every reasonable effort to minimize any loss or damage.

If all or part of the Solution is found, by a final and binding court decision, to constitute an infringement, or if the Service Provider believes it is likely that the Solution, in whole or in part, will be deemed an infringement, the Service Provider may, at its discretion:

• or provide the Customer with non-infringing software that has the same functionality;
• or to secure the Customer's right to continue using the Solution.

Under no circumstances shall the Customer be entitled to a refund of the amounts paid and/or to compensation.

The Service Provider shall have no liability or obligation if the Claim arises, in particular, from:

• the use of all or part of the Solution by the Customer or Users in combination with any third-party software, hardware, products, or other equipment or materials not provided or approved in writing.
• the Customer’s or Users’ use of the Solution does not comply with the instructions, and that the Solution would never have been found to infringe without such use.

The Service Provider does not guarantee that the Solution will operate without errors or interruptions.

The warranties granted to the Customer under this section are exclusive of any other contractual warranties, whether express or implied.

The Service Provider makes no other express or implied warranties in connection herewith, including, without limitation, any implied warranty of merchantability or fitness of the Solution and the Services for a particular purpose. The Service Provider does not guarantee that the Solution or the Services will achieve any objectives or results that the Client may have set for itself and/or perform any specific tasks that may have motivated the Client’s decision to enter into this Agreement but which the Client has not, on the one hand, previously set forth in writing in a comprehensive manner and which, furthermore, have not been expressly validated by the Service Provider.

In particular, the Service Provider does not guarantee, under any circumstances, the volume of sales, revenue, or transactions generated by the Client, the performance of marketing, sales, or prospecting activities carried out through the Solution (conversion rates, open rates, lead generation, return on investment, etc.), or the achievement of any economic, commercial, or financial results.

The Customer acknowledges, in particular, that software may contain errors and that not all errors are economically correctable or that it is not always necessary to correct them. Consequently, the Service Provider does not guarantee that all malfunctions or errors in the Solution will be corrected. The Service Provider undertakes solely to remedy, with all reasonable diligence, any reproducible anomalies in the Solution that are identified, in accordance with the terms and conditions set forth herein.

14.1 Rights Granted with Respect to the Solution

Under this Agreement, the Service Provider grants the Customer and each User a personal, non-transferable, and non-exclusive right to use the Solution, solely for the Customer’s business purposes and in accordance with its intended use. This right of use is granted for the term of the Agreement.

The Service Provider holds all intellectual property rights relating to the Solution. Consequently, this Agreement does not grant the Customer any ownership rights with respect to the Solution (including all software included or integrated therein), its technology, or the intellectual property rights held by the Service Provider.

Any use not expressly authorized by the Service Provider under this Agreement is unlawful under the Intellectual Property Code and therefore constitutes the offense of infringement, which may be subject to civil or criminal penalties. Consequently, the Client is prohibited, directly or indirectly, from, among other things:

• any copying, printing, transfer, or transmission of all or part of the Solution;
• any reproduction, whether permanent or temporary, of the Solution, in whole or in part, by any means and in any form, including when loading, displaying, executing, or storing the Solution;
• any display, distribution, or sale of the Solution, whether free of charge or for a fee;
• any sale, lease, sublicense, or distribution of the Solution in any manner whatsoever;
• any use of the Solution to provide data processing, back-office, time-sharing, or other similar services of any kind to any other individual, company, or entity;
• any adaptation, modification, translation, export, or transformation of the Solution, and/or the integration of all or part of the Solution into other computer programs, for any reason whatsoever, including, but not limited to, the creation of a third-party service;
• any compilation, decompilation, disassembly, analysis, reverse engineering, or translation of the Solution's object code into source code, except to the extent permitted by law;
• any removal, alteration, or concealment of any ownership notice, label, or legal notice, such as references to trademarks or copyrights associated with the Solution, other than the display of the Client’s Brand on the Solution’s interfaces as described in Section 6.3 above.

The Service Provider retains the sole right to adapt, modify, improve, or correct the Solution. Any rights not expressly granted to the Client are reserved by the Service Provider.

All authorized third parties, including Users, must comply with these terms and conditions, for which the Customer personally guarantees compliance. The Customer also guarantees that its current and future partners, as well as its de facto and de jure officers, will comply with these obligations.

The above commitments apply to any direct or indirect action, whether taken personally or through an intermediary, on one’s own behalf or on behalf of a third party.

In the event that the Client or a person for whom the Client acts as guarantor fails to fulfill its obligation, the Client shall automatically be liable to the Service Provider for a lump-sum indemnity in the amount of five hundred thousand euros (500,000 €). Notwithstanding the foregoing, this amount shall be increased to the market value of the Solution, provided that such amount exceeds the lump-sum compensation referred to above, in the event of a substantial reproduction of the Solution’s source code constituting an infringement of the Service Provider’s intellectual property rights.

14.2 Other Intellectual Property Rights of the Service Provider

The Service Provider is also the owner of the trademarks, distinctive signs, and copyrights in any other documentation and instructions prepared by the Service Provider. Consequently, all intellectual and industrial property rights associated therewith remain the exclusive property of the Service Provider. Any unauthorized use of, or use that does not comply with the following provisions regarding the intellectual and industrial property rights belonging to the Service Provider, may result in civil and/or criminal legal action, in accordance with the provisions of the French Intellectual Property Code and/or any other applicable regulations, case law relating to intellectual and industrial property that may be applicable.

The Client agrees never to infringe upon the Service Provider’s property rights. Accordingly, the Client shall refrain from adopting any graphic design, logo, name, or trademark that could cause confusion with the Service Provider’s trademarks and/or names, texts, photographs, images, illustrations, audio clips, video clips, data, and databases.

All authorized third parties, including Users, must comply with these terms and conditions, for which the Customer personally guarantees compliance. The Customer also guarantees that its current and future partners, as well as its de facto and de jure officers, will comply with these obligations.

The above commitments apply to any direct or indirect action, whether taken personally or through an intermediary, on one’s own behalf or on behalf of a third party.

14.3 License Granted by the Customer

The Client grants the Service Provider (including its subcontractors) a non-exclusive, worldwide, royalty-free, and transferable license to host, cache, copy, display, and, more broadly, process the Client’s data and content for the purpose of providing the Solution and performing the Services, and exclusively in connection with or in the course of such activities.

The User warrants that all data and information provided by the Client and Users in connection with their use of the Solution and the performance of the Services do not infringe upon the rights of third parties and that they have all necessary authorizations to use, distribute, and/or exploit such data and information.

The license will automatically terminate upon termination of the Agreement. It may be extended for the period necessary to complete the reversibility operations referred to in Article 10.4 above.

Each Party agrees to keep confidential, not to disclose, and not to use, directly or indirectly, any Confidential Information that has been communicated to it or that it may have obtained from the other Party, without the latter’s prior written authorization, except for the performance of this Agreement, for which no authorization shall be required from the disclosing Party.

Each Party agrees to disclose Confidential Information only to its partners, employees, or advisors whose duties and/or responsibilities justify such disclosure, with such employees and advisors themselves being bound by an explicit confidentiality agreement and, as such, subject to a general duty of discretion. Each Party further agrees to take all necessary measures to prevent any disclosure by such employees or advisors. In this regard, it stands as guarantor for them.

Each Party agrees not to copy or reproduce, in whole or in part, the Confidential Information or cause third parties to make copies or reproductions thereof without the prior written authorization of the other Party, except for the performance of this Agreement, for which no authorization shall be required from the disclosing Party.

Each Party agrees not to use or derive any benefit, directly or indirectly, from the Confidential Information disclosed to it, except in connection with the performance of this Agreement.

Each Party agrees to protect the other Party’s Confidential Information by using the same level of care as it uses to protect its own confidential information, or at least a reasonable level of care to prevent and protect against theft or any unauthorized use, disclosures, or dissemination.

Each Party acknowledges the competitive value and strictly confidential nature of the Confidential Information disclosed to it.

The confidentiality obligations set forth in this Agreement shall be deemed to have been agreed upon and to take effect from the first disclosure of a Party’s Confidential Information until the expiration of a period of five (5) years following the termination of the Agreement.

Each Party warrants that its employees, current and future partners, de jure or de facto officers, and/or any third party acting on its behalf will fully comply with this confidentiality obligation. The above commitments apply to any direct or indirect action, whether personally or through an intermediary, on their own behalf or on behalf of a third party.

Each Party represents that it is insured for professional liability with a company of recognized financial standing for all property damage and consequential damages resulting from the performance of this Agreement by its employees or contractors.

They agree to maintain these guarantees throughout the term of this Agreement and to provide proof thereof upon request by the other Party.

17.1 Employees of the Parties

The employees of each Party shall remain under the exclusive authority, direction, and supervision of that Party.

The personnel assigned by the Service Provider to perform the Services shall at all times remain employees of the Service Provider, and the Service Provider shall assume all obligations as an employer with respect to them.

The Client’s employees who cooperate with the Service Provider in connection with the performance of the Services remain, at all times, employees of the Client, and the Client assumes all employer obligations with respect to them.

Under no circumstances may the Client’s employees be considered employees of the Service Provider or be entitled to the status or any benefits granted to the Service Provider’s employees.

17.2 Illegal Employment

In accordance with the provisions of Article D.8222-5 of the Labor Code, the Service Provider shall provide the Client, upon the Client’s request, with the documents required by the legislation governing undeclared work.

Since this Agreement is entered into intuitu personae with respect to the Client, the Client may not assign, transfer, or subcontract all or part of its rights and obligations under this Agreement without the prior written consent of the Service Provider, failing which this Agreement shall be terminated at the Client’s sole fault.

In addition, any changes that may occur with respect to the Client, such as, for example, a merger, demerger, acquisition, partial contribution of assets, sale, transfer to a subsidiary, or any other legal or commercial agreement with a third party, must be reported to the Service Provider, who may, if it so chooses, terminate the Contract by notifying the Client via registered letter with acknowledgment of receipt.

However, since the “intuitu personae” is not reciprocal, the Contract may be freely transferred by the Service Provider. Furthermore, any changes affecting the Service Provider’s legal status, such as, for example, a merger, demerger, absorption, partial contribution of assets, sale, transfer to a subsidiary, or any other legal or commercial agreement with a third party, would have no effect on the existence or performance of the Contract.

The Service Provider reserves the right to subcontract the Services it offers, which the Client acknowledges and accepts.

The Parties shall not be held liable in the event of force majeure that prevented them from performing their obligations under the Contract, as defined in Article 1218 of the Civil Code.

Force majeure shall be understood to mean any event beyond the control of the Party invoking it, which could not reasonably have been foreseen at the time the Contract was entered into, the effects of which cannot be avoided by appropriate measures, and which prevents that Party from performing its obligation, including, but not limited to:

• outages in telecommunications networks or the Internet;
• natural disasters (lightning, fire, flooding, earthquakes, etc.);
• acts of war, riots, and terrorist attacks;
• internal or external strikes or labor disputes;
• the company's lockout;
• the blocking of transportation for any reason;
• pandemics, epidemics, and public health crises;
• wars;
• cyberattacks.

If a Party intends to invoke a force majeure event that prevents it from performing all or part of its obligations under the Contract, the affected Party must immediately notify the other Party by any means and confirm this in writing within thirty (30) business days of the occurrence of the event. It shall endeavor to keep the other Party regularly informed of developments in the situation.

Under no circumstances shall this suspension of obligations give rise to liability for nonperformance of the obligation in question, nor shall it result in the payment of damages or late fees.

If the force majeure event persists for more than three (3) months without the Parties reaching an agreement on how to address the situation, either Party shall have the right to terminate the Contract. In such a case, notice of termination must be given by certified letter with acknowledgment of receipt and shall take effect on the date of receipt of said letter, or, failing that, on the date of its first presentation.

In the event that one of the Parties wishes to raise, within the framework of this Agreement, a case of unforeseeable circumstances as defined by Article 1195 of the Civil Code, namely, a change in circumstances that was unforeseeable at the time the Contract was entered into and that renders performance excessively burdensome for that Party, provided that the Party had not agreed to assume that risk, the Parties shall consult with each other to adapt the terms of the Contract’s performance to the new situation in a fair manner.

If no agreement is reached within thirty (30) calendar days from the effective date of this clause, either Party may terminate the Contract by providing thirty (30) calendar days' notice.

This Agreement shall be suspended for the duration of the negotiations between the Parties.

The Client authorizes the Service Provider to list the Client’s company name, trade name, logo, brand, a description of its business, and, generally speaking, any distinctive mark owned or used by the Client, in a client list that may be distributed for marketing and promotional purposes, through any means of distribution known or unknown at this time and on any communication medium, across all media, including television broadcasts and any electronic means of communication such as the Internet (websites, social media, etc.), regardless of format (HTML, etc.) and regardless of the delivery channel or receiving device.

The Customer hereby declares that it holds all rights to the items listed above, enabling it to grant this authorization.

This authorization is granted to the Service Provider worldwide and for the term of the Contract and any renewals thereof. It is granted free of charge and without consideration.

In connection with the Customer’s and Users’ use of the Solution, the Service Provider may process personal data concerning them. The provisions governing the processing of such personal data are set forth in the document Privacy Policy available through the Solution's interfaces.

In connection with the provision of its Services, the Service Provider will process the data hosted in the Solution in its capacity as a data processor, and the Client in its capacity as a data controller. The Service Provider and the Client agree to process this data in compliance with applicable regulations and in accordance with the personal data processing agreement attached hereto (Appendix).

Each Party expressly waives the right to invoke the provisions of Article 1221 of the Civil Code regarding specific performance of its obligations in the event of default by the other Party. In such a case, the Party affected by the default may not have these obligations enforced by a third party.

The Service Provider may refuse to perform its obligations, pursuant to Article 1219 of the Civil Code, if the Client fails to perform its own obligations, without the Service Provider being held liable on that ground.

The Service Provider’s suspension of its obligations shall take effect upon the Client’s receipt of a notice of the Client’s breach, stating the Service Provider’s intention to invoke this clause, and shall remain in effect until the Client has remedied its breach.

This defense of non-performance may be invoked, pursuant to Article 1220 of the Civil Code, if it becomes apparent that the Customer will not fulfill its obligations. It shall remain in effect until the Customer presumed to be in default has fulfilled said obligations.

However, this provision does not preclude the application of the termination clause of this Agreement.

The Client expressly agrees not to solicit for employment or to hire, directly or indirectly, any employee and/or staff member of the Service Provider, or anyone who is to participate in the performance of the Contract, without the Service Provider’s express prior consent, even if the initial solicitation is initiated by the employee themselves.

This prohibition shall remain in effect for the entire term of this Agreement and for two (2) years following its termination, for any reason whatsoever.

In the event of a breach of this clause, the Service Provider shall be required to pay the Client immediately, as a penalty clause, a lump-sum indemnity equal to eighteen (18) months of the last gross monthly salary of the person solicited or hired, plus all costs associated with recruiting a replacement.

For the purposes of this article, the Client stands surety for its current and future de jure and de facto officers, its current and future partners, and its employees.

The above commitments apply to any direct or indirect action, whether taken personally or through an intermediary, on one’s own behalf or on behalf of a third party.

26.1 Mutual Independence

The Parties hereby declare and acknowledge that they are and will remain independent business and professional partners, and that this Agreement shall not be construed as creating an employer-employee relationship, nor as constituting a joint venture or agency relationship of any kind.

26.2 Entire Agreement

The Parties expressly declare that this Agreement, as defined in Article 2, constitutes the entire agreement between them and supersedes and cancels any prior agreement relating to the subject matter of this Agreement.

Any amendments to this Agreement must be set forth in a written amendment signed by both Parties.

26.3 Severability

The invalidity of one or more provisions of the Contract shall not affect the validity of the other provisions of the Contract. In such a case, the Parties shall use their best efforts to replace the invalid provision with a provision that most closely approximates its content from both a legal and economic standpoint.

The invalidity or unenforceability of any provision of this Agreement shall not render the other provisions invalid; such provisions shall remain in full force and effect.

However, the Parties shall use their best efforts to negotiate in good faith and in a timely manner any amendments to the Agreement that may be necessary, particularly pursuant to mandatory legal or regulatory provisions or a binding court decision.

In any event, particularly where mandatory provisions apply, the Parties shall, to the extent possible, take into account the subject matter and purpose of the Contract.

26.4 Tolerance

The fact that one of the Parties does not insist on the performance of a clause or condition, or does not exercise a right or privilege under this Agreement, shall not be construed as a waiver of such clause, condition, right, or privilege.

26.5 Designation of Address for Service

For the purposes of the performance of this Agreement and any matters arising therefrom, the Client elects domicile at the address provided upon the execution of the Agreement, and the Service Provider at the address of its principal place of business as stated in the header of this Agreement.

The Client must notify the Licensor of any change of address in writing within thirty (30) days of such change. Similarly, the Service Provider must notify the Client of any change of address in writing within thirty (30) days of such change.

Notifications or communications between the Parties shall be deemed validly made by registered letter with acknowledgment of receipt or by letter delivered in person against a receipt. In urgent cases, they may be sent by email, provided they are confirmed without delay using the same procedure.

By express agreement between the Parties, this Agreement is governed by French law.

It is written in French. If it is translated into one or more languages, only the French text shall be deemed authentic in the event of a dispute.

In the event of a dispute between the Parties, they shall endeavor to reach an amicable resolution that reconciles their mutual interests in accordance with these General Terms and Conditions of Use.

In the event that the Parties are unable to reach an amicable resolution within thirty (30) days of the request by the Party taking the initiative, any dispute relating to the conclusion, interpretation, performance, or termination of this Agreement shall be subject to the jurisdiction of the courts within the jurisdiction of the Montpellier Court of Appeals, including in summary proceedings, notwithstanding any third-party claims or multiple defendants.

This Annex forms an integral part of the Agreement and sets forth the terms and conditions governing the Service Provider’s processing, in its capacity as a data processor, of the personal data hosted in the Solution on behalf of the Client, who is the data controller.

Article 1: Compliance with Applicable Regulations

In connection with the Service Provider’s performance of the Contract, the Service Provider is required to process data, in particular data relating to the Client’s individual and corporate customers (including their representatives and employees), in its capacity as a data processor (hereinafter “the Data Processor”), and the Client, acting as the data controller (hereinafter “the Data Controller”). In connection with this processing of personal data, which is the subject of this Agreement, the Parties undertake to comply with applicable regulations.

Article 2: Description of the Processing

The Processor is authorized to process, on behalf of the Data Controller, the personal data necessary to provide the Solution.

The types of operations performed on the data include backup, data storage, and finally data deletion.

The personal data processed are:

• Customer identification information (such as last name, first name, email and phone contact information, identification document, mailing address, username, and photograph);
• The customer's personal information (such as date of birth, place of birth, marital status, and nationality, job title, and any other publicly available information).

The duration of the processing corresponds to the duration of the contractual relationship between the Processor and the Controller.

Article 3: Obligations of the Processor with Respect to the Data Controller

The Subcontractor agrees to and warrants the following:

• it will process personal data exclusively on behalf of the Data Controller in accordance with applicable regulations, for the purposes determined by the Data Controller, in accordance with the written instructions provided by the Data Controller, and in accordance with these clauses;
• it has in place the technical and organizational security measures specified herein to process the personal data provided;
• he shall notify the Data Controller in writing without delay:
  • any binding request for the disclosure of personal data from a law enforcement authority, unless otherwise provided, such as a criminal prohibition intended to preserve the confidentiality of a police investigation;
  • any obligation to transfer data to a third country or an international organization, pursuant to Union law or French law, prior to processing, unless the relevant law prohibits such disclosure for compelling reasons of public interest;
  • any accidental or unauthorized access;
  • any request received directly from the individuals concerned without responding to that request, unless authorized in writing to do so;
  • any inability or failure to comply with the Data Controller’s instructions, in particular due to a potential violation of regulations that prevents the Data Controller from fulfilling its obligations, in which case the Data Controller has the right to suspend and/or terminate this Agreement;
• As part of their obligation to cooperate, the Processor shall respond as promptly as possible to requests for information from the Data Controller regarding its processing operations, and shall assist the Data Controller in conducting data protection impact assessments and in carrying out prior consultation with the CNIL at the Data Controller’s request;
• It guarantees the confidentiality of personal data processed in connection with this agreement and, as such, will ensure that its personnel authorized to process personal data also commit to maintaining confidentiality or are subject to a legal obligation of confidentiality and receive the necessary training in personal data protection;
• It commits to incorporating the principles of data protection by design and data protection by default into its tools, products, applications, and services.

Article 4: Obligations of the Data Controller with Respect to the Data Processor

The Data Controller agrees to and ensures the following:

• It has instructed, and will instruct, the Subcontractor to process personal data in accordance with instructions and for purposes that comply with the GDPR, French law, and these clauses throughout the term of this agreement;
• The Subcontractor shall provide sufficient security guarantees throughout the term of this Agreement, in accordance with applicable regulations;
• It shall ensure compliance with the security measures specified herein and, in general, shall ensure that adequate security is maintained in accordance with applicable regulations to protect personal data against accidental or unlawful destruction, accidental loss, alteration, disclosure, or unauthorized access, particularly when the processing involves the transmission of data over a network, and against any other unlawful form of processing; and the Data Controller shall ensure that this level of security is appropriate to the risks associated with the processing and the nature of the data to be protected, taking into account the state of the art and the cost of implementing the processing;
• it shall provide the Subcontractor with the data referred to in Article 2 hereof;
• it will document in writing and provide to the Subcontractor any additional instructions regarding data processing that go beyond the initial instructions;
• He oversees the processing, including by conducting audits and inspections at the subcontractor's premises.

Article 5: Subcontracting to Third Parties

The Processor may engage another processor (hereinafter, the “Sub-Processor”) to carry out specific processing activities. In such cases, the Processor shall notify the Data Controller in advance and in writing of any proposed changes regarding the addition or replacement of other Sub-Processors. This information must specify the outsourced processing activities, the identity and contact information of the Sub-Processor, and the dates of the subcontracting agreement. The Data Controller has 10 days from the date of receipt of this information to raise any objections. Such subcontracting may only take place if the Data Controller has not raised any objections within the agreed timeframe, provided that any objection raised by the Data Controller must be justified. The Data Controller hereby expressly agrees that the data contained in the Solution will be hosted by the following Sub-Processor: AWS, whose headquarters are located at P.O. Box 81226, WA 98108-1226 Seattle. The Client is hereby informed that the data is hosted within the European Union.

In any event, the Sub-Processor is required to comply with the obligations set forth herein on behalf of and in accordance with the instructions of the Data Controller.

It is the responsibility of the original subcontractor to ensure that the subsequent subcontractor provides the same sufficient guarantees regarding the implementation of appropriate technical and organizational measures so that the processing complies with the requirements of the GDPR and French data protection law.

The Initial Processor remains fully liable to the Controller in the event that the Subprocessor fails to comply with its data protection obligations under the written agreement and applicable regulations.

More specifically, in the event that a Sub-Processor is engaged, involving a transfer of data to a third country that does not provide sufficient safeguards within the meaning of the GDPR, the Processor must enter into a contract with the Sub-Processor that complies with applicable regulations.

The Sub-Processor’s civil liability is limited to its own processing activities in accordance with this Agreement.

Article 6: Rights of Data Subjects

Right of Data Subjects to Information

It is the responsibility of the Data Controller to provide information to the individuals affected by the processing activities at the time the data is collected.

Exercise of Individual Rights

To the extent possible, the Processor must assist the Controller in fulfilling its obligation to respond to requests from data subjects to exercise their rights: the right of access, rectification, erasure, and objection; the right to restrict processing; the right to data portability, the right not to be subject to an automated individual decision (including profiling), and the right to provide instructions regarding the handling of their data after their death.

When data subjects submit requests to the Processor to exercise their rights, the Processor must forward these requests to the Data Controller by email upon receipt.

Article 7: Personal Data Breaches

7.1 Notification of Personal Data Breaches to the Data Controller

The Processor shall notify the Data Controller of any personal data breach within a maximum of 48 hours after becoming aware of it, in writing. This notification shall be accompanied by any relevant documentation to enable the Data Controller, if necessary, to report the breach to the CNIL.

7.2 Reporting Personal Data Breaches to the CNIL and Notifying the Data Subject

The Data Controller shall personally be responsible for notifying the CNIL of any personal data breach and for notifying the data subjects. The Processor hereby acknowledges that it is not authorized to make such notifications on behalf of the Data Controller.

Article 8: Responsibilities

Responsibility toward the data subject

The Parties agree and acknowledge that any affected person who has suffered damage as a result of a breach by the Parties or by a SubcontractorSub-Processor, of any of their respective obligations hereunder and under applicable regulations, has the right to obtain full compensation for the damage suffered from the Data Controller or the Sub-Processor.

The Party found liable may be exempted from liability only if it proves that the act that caused the damage is in no way attributable to it.

However, the Subcontractor may not rely on a breach of obligations by a Sub-subcontractor to avoid its own liabilities.

The Sub-Processor’s liability is limited to its own processing activities in accordance with these clauses.

Sharing of Responsibilities Between the Processor and the Controller

If one of the Parties compensates a person concerned for the full amount of the damage suffered, it may claim reimbursement for the portion of the compensation corresponding to the other Party’s share of liability for the damage.

Without prejudice to any claims for damages that may be brought by the affected individual or any sanctions that may be imposed by the CNIL or any other competent authority, each Party shall be liable to the other for any damages it causes as a result of a breach of these provisions.

Liability between the Parties is limited to the actual damages incurred, excluding indirect damages such as commercial loss, damage to brand reputation, any commercial disruption, loss of profits, earnings, and/or revenue, loss of opportunity, and loss of customers. In any event, the amount of damages that may be imposed on the Subcontractor pursuant to this Agreement, for all types of damages combined and aggregated, if the Subcontractor were held liable, shall not exceed an amount equal to the annual amount (excluding tax) of the Contract entered into with the Data Controller and actually paid by the Data Controller.

Article 9: Data Protection Officers

The Parties shall provide each other with the name and contact information of their data protection officer, if they have designated one in accordance with Article 37 of the GDPR.

Article 10: Record of Processing Activities

The Parties agree to maintain a written record of all categories of processing activities carried out under this Agreement, including:

• the name and contact information of the Data Controller, the Data Processor, and any Subprocessors, and, where applicable, the Data Protection Officer for each of them;
• the categories of processing carried out;
• where applicable, transfers of personal data to a third country or an international organization, including the identification of that third country or international organization and, in the case of transfers referred to in the second subparagraph of Article 49(1) of the GDPR, documents demonstrating the existence of appropriate safeguards;
• To the extent possible, a general description of the technical and organizational security measures, including, among other things, as appropriate:
  • pseudonymization and encryption of personal data;
  • measures to ensure the ongoing confidentiality, integrity, availability, and resilience of processing systems and services;
  • measures to restore the availability of and access to personal data within a reasonable timeframe in the event of a physical or technical incident;
  • a procedure designed to regularly test, analyze, and evaluate the effectiveness of technical and organizational measures to ensure the security of processing.

Article 11: Termination

If one Party fails to fulfill any of its obligations, the other Party may temporarily suspend the contract until the breach is remedied or the contract is terminated.

The Processor may terminate the contract, without prejudice to any other rights it may assert against the Data Controller, in the following cases:

• the suspension of the transfer pursuant to Article 11.1 hereof for a period exceeding one month;
• in the event that the Data Controller breaches any of its obligations set forth in Articles 1, 2, 4, 6, 9, and 10 hereof.

This termination will take effect after a formal notice has been sent by certified mail with return receipt requested and has remained unanswered for fifteen (15) calendar days following its receipt.

Article 12: Disposal of Data Following the Termination of the Contractual Relationship

12.1 Prior to the termination of the Agreement, for any reason whatsoever, the Data Controller may extract all data hosted on the Solution, including personal data, in Excel format. Upon termination of the Agreement, and for a period of sixty (60) days thereafter, the Data Controller may request that the Processor export its data in the same format.

12.2 The Parties agree that, upon expiration of this period, the Processor and the Subprocessor, for whom it stands surety, undertake to delete all personal data as well as all existing copies thereof. The Data Controller expressly acknowledges that the destruction of the data or its copies may not be requested in the event of a legal or regulatory retention obligation to which the Subprocessor or Sub-Subprocessor is subject, and this shall be limited to the data and the duration strictly necessary to comply with said obligation.

In this case, the Processor guarantees that it will ensure the confidentiality of the transferred personal data and that it will no longer actively process such data. It also guarantees that the Subprocessor will likewise comply with this obligation.

12.3 The Subprocessor and any Sub-Subprocessor, for whom the Subprocessor acts as guarantor, must, at any time, demonstrate compliance with the obligations set forth in paragraph 1 upon request by the Data Controller and/or the CNIL.

Article 13: Representation, Mediation, Jurisdiction, and Cooperation with Supervisory Authorities

13.1 The Parties acknowledge and agree that the data subject has the right to be represented by an association or other nonprofit organization if the data subject so requests in accordance with applicable regulations.

13.2 The Parties agree that the data subject may seek compensation for damages suffered in accordance with Section 8.1 hereof, either by submitting the dispute to mediation by an independent person or, where applicable, by the supervisory authority; or by bringing the dispute before the courts of the Member State where the Data Controller is established.

The Parties agree that the choice made by the person concerned shall not affect that person’s procedural or substantive right to obtain redress in accordance with other provisions of national or international law.

Article 14: Amendment

The Parties agree not to modify these provisions. The Parties remain free to include other commercial provisions they deem necessary, provided that such provisions do not conflict with these provisions.