By using the Signitic application described below in Article 1 (hereinafter the "Solution"), the Customer accepts these general terms and conditions applicable to the use of the Signitic site (hereinafter the "Site"), the user and service license and the Privacy Policy of the Solution (collectively referred to hereinafter as the "General Terms and Conditions"). By subscribing to the Solution, the Customer is also deemed to have expressly accepted the Subcontractors chosen by the Provider to provide services necessary for the proper functioning of the Solution. Please read the General Conditions carefully, as they form part of the contractual conditions applicable between the Customer and the Provider as described in Article 3.2, below.

PRESENTATION SIGNITIC

The Solution designed and operated by Signitic, a simplified joint stock company (Société à Associé Unique) with a capital of €5,000, registered under the number 900 837 667 at the Lyon Trade and Companies Register, located at 66 rue de la Villette 69003 Lyon, specializing in the design, development and marketing of innovative digital solutions (hereinafter "Signitic").

The Solution allows the Customer to manage online and via an Internet browser the e-mail signatures of the Users:

1. Automate the management of email signatures via the Account created by the Customer;
2. Create email signatures;
3. Insert communication banners below the signatures;
4. Apply a signature and banner in the Users email settings.

The Customer declares that he has full knowledge of the Solution and acknowledges that he has received all useful information from the Supplier.

The Supplier offers the Solution in Software as a Service (SaaS) mode. This system allows the Customer to access the Solution developed by the Supplier via an Internet browser, in exchange for the payment of an annual or monthly subscription.

DEFINITIONS

"Subscription": means, for a period of one year from the date of the Order or its renewal, the set of licenses subscribed to by the Customer, under which the Customer pays a recurring fee to the Supplier in exchange for the right to access and use the Solution under the terms and conditions set forth in the Order and in the General Conditions.

"Administrator": means the person(s) designated by the Customer to operate the features of the Solution in accordance with the Customer's needs, whose e-mail address and identity are provided at the time of opening the Account (via a login and password) on behalf of the Customer.

"Customer": means the natural or legal person who subscribes or not to the Subscription for the needs of his professional activity. A Customer in the broadest sense of the term in these General Terms and Conditions may be understood to be either the Administrator or the User of the Solution. By subscribing to the Subscription, the Customer is deemed to have read and accepted these General Conditions.

"Account": unique interface allowing the Administrator to automate the management of email signatures.

"Content": is understood in the broadest sense as the graphical elements that are the intellectual property of the Client, but also all references written by the Administrator in the Solution for use of the Solution under the terms and conditions of the Subscription.

"Supplier" means Signitic or any Signitic approved distributor or integrator of the Solution.

"License": Right to use the Solution once the Subscription is subscribed to automatically update the email signature of a designated User on a daily basis.

"Party" means individually the Supplier or the Customer.

"Parties" means collectively the Supplier and the Customer.

"Subcontractors" means the service providers chosen by the Supplier to provide services necessary for the proper functioning of the Solution; such as Amazon Web Services, performing a service for the Supplier.

"Users": means the employees and/or any person acting in the name and on behalf of the Customer, benefiting from the Solution configured by the Administrator.

SITE USAGE

3.1. The Site allows the Customer, through its navigation, to have a presentation of the Solution, to contact Signitic via a chat materialized by a dedicated icon on the Site, to open an account in order to subscribe or not a subscription for the use of the Solution (hereinafter the "Account"), or even to pay the fees of subscriptions subscribed.

3.2. The mere use of the Site implies acceptance without restriction or reservation of the conditions of use.

3.3. When opening an Account, the Customer must provide the data allowing him to be identified. The Customer undertakes to provide only accurate information and to inform Signitic without delay of any change in such information by sending a simple email to Signitic at the following address: hello@signitic.com. Only the Administrator designated at the opening of the Account will be authorized to provide and manage the Customer's Account data.

3.4. With the exception of the Administrator, the Customer undertakes to keep secret his login and password created when opening his Account, and not to disclose them to any third party. The Customer remains solely responsible for accessing the Site using his login and password, unless there is evidence of fraudulent use that is not attributable to him. The Customer undertakes to ensure that the Administrator is bound in writing by such a confidentiality agreement.

3.5. In case of loss, misappropriation or fraudulent use of his login and/or password, the Customer shall immediately notify Signitic by email at the following address: hello@signitic.com

3.6. After opening the Account, once the Customer has accessed the Site and identified himself, he can subscribe to one or more Subscriptions online.

3.7. For the Customer, opening an Account and using the Site is free (except for any connection costs, the price of which depends on the Customer's Internet operator), with no obligation to purchase on the Site. For the Customer, only the subscription of Subscriptions is paying, under the conditions provided in the General Conditions.

USE OF THE SOLUTION

4.1. LEGAL CAPACITY

The Customer must have the legal capacity to contract with the Supplier.

The natural person contracting in the name and on behalf of the Client acknowledges that he/she has been mandated by the Client to represent him/her and to contract in his/her name.

4.2. CONTRACTUAL DOCUMENTS

4.2.1. The General Terms and Conditions in force on the date the order is placed form an indivisible whole with the order form validated by the Customer (hereinafter the "Order"), i.e:

• in a dematerialized way from the website by filling in the necessary fields in the web page dedicated to the ordering of the Solution,
• or by returning the order form in question duly signed in the format available on the Internet;

4.2.2. Validation of the Order by the Customer shall constitute irrevocable acceptance of the aforementioned indivisible package.

4.2.3. The contractual documents are, in descending order of priority:

• The Order
• The special conditions that, where applicable, the Parties may be led to conclude in derogation of the General Conditions (hereinafter the "Special Conditions");
• The General Conditions.

4.2.4. The General Terms and Conditions associated with the Order and, where applicable, the Special Terms and Conditions, express the entirety of the Parties' obligations. No general terms and conditions or any other order communicated by the client shall be included in the contractual documents, regardless of the means of communication, in particular by letter or e-mail.

4.2.5. In the event of a contradiction between documents of a different nature or of different rank, it is expressly agreed between the Parties that the provisions contained in the document of higher rank shall prevail for the obligations that are in conflict of interpretation. In case of contradiction between the terms of documents of the same order, the latest documents shall prevail over the others.

4.2.6. Documents exchanged during the pre-contractual phase between the Parties, such as e-mails, advertisements or any other means of communication, shall not be included in the contractual framework unless they are expressly referred to in the order form accepted by the Parties.

4.3. USER BEHAVIOUR

The Customer undertakes not to use and undertakes to ensure that its Users and its Administrator do not use the Solution in order to

• Make available any content that is offensive to children, threatening, abusive, (i) harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy or publicity, (ii) racially or otherwise objectionable, (iii) unfair competition;
   
• Violate any applicable law or regulation;
   
• Impersonate any person or entity, forge or manipulate headers or identifiers to disguise/falsify the origin of any content transmitted through the Solution;
   
• Disclose any confidential or trade secret
  information or information that infringes on any patent, trademark, trade secret, literary and artistic property rights or any other proprietary rights of any person or entity;
   
• Spread viruses or computer codes, files, programs or content designed to interrupt, destroy or limit directly or indirectly the operation of the Solution or affect any third party.

MODALITY OF USE OF THE SOLUTION

5.1. MESSAGING SERVICE

The Solution is compatible with Microsoft 365 (formerly Office 365) and Google Workspace (formerly GSuite) messaging services. If the Customer is working on another environment, contact with the Supplier is necessary. Tests must then be carried out at the expense and under the responsibility of the Customer in order to verify compatibility with the Solution.

The installation of a Signitic add-in (Microsoft 365 add-in) is required for the proper functioning of the Solution for End Users using Outlook Windows or Outlook Web Access (OWA) email software.

The installation of Signitic software (.dmg) is required for the proper functioning of the Solution for End Users using Outlook Mac email software.

No software is required for users with Google webmail (Gmail).

The terms and conditions of use of Google Workspace and Microsoft 365 apply to the Customer and are available at this time respectively below:

• https://gsuite.google.com/intl/fr/terms/2013/1/premier_terms.html
• https://www.microsoft.com/fr-fr/servicesagreement/

5.2. CONDITIONS OF ACCESS TO THE SOLUTION

To access the Solution, the Customer must have opened an Account, subscribed to a Subscription, have a broadband Internet connection and the browser of his choice. The Provider ensures optimal operation on the Google Chrome platform.

The Customer defines beforehand an Administrator to access the Account. The email address provided is used as a login.

The Administrator will receive a link to initialize his account in order to set his password at the time of. The Provider recommends that the Administrator change the password the first time he/she logs in. The Supplier does not have access to this password. This password is confidential and can be changed at any time at the request of the Administrator in case of loss and/or forgetfulness via the "Forgotten password" or "Preferences" module.

The Customer is responsible for all activities that occur on or through their account. To protect your account, the Provider recommends that the Customer does not disclose his or her password or reuse it for other services.

5.3. CONDITIONS OF USE OF THE SOLUTION

To use the Solution, you must have an account and an up-to-date subscription.

The Administrator ensures that the Account information (i.e. the information provided by the Administrator when you subscribe to the Solution) remains up-to-date, complete, accurate and truthful. The Customer is solely responsible for the truthfulness of the information provided and any possible disputes relating thereto.

The Customer acknowledges that personalization is at the heart of the Solution and requires access to and processing of the Customer's personal data.

By subscribing to the Subscription, the Customer is deemed to have read and accepted the Signitic privacy policy available by clicking on the link below: https://www.signitic.com/fr/privacy.

Details of the AWS server hosting the data and the processing of the Customer's personal data are set out in its privacy policy, which is available by clicking on the link below: https://aws.amazon.com/fr/service-terms/

5.4. REGISTRATION OF THE ADMINISTRATOR

From the Account, the Administrator must connect his email data to the Solution, to allow the loading of User data.

5.5. NOTIFICATIONS

The Provider may send notices to the Customer, including announcements regarding the Solution and notices regarding changes to these Terms and Conditions, through, but not limited to, the following means of communication: email, postal mail, SMS, MMS, push notification or in-app message, telephone, or any other reasonable means known or unknown at this time.

The Customer agrees to receive such notifications by all of the above means.

PRICING CONDITIONS

6.1. FINANCIAL CONDITIONS

In order to benefit from the Solution, the Customer must subscribe to a Subscription indicating the number of Licenses he/she is subscribing to (which can be activated for 12 months from the date of subscription). The minimum number of Licenses to be subscribed to at the time of the Order is five (5). The Customer may order as many additional Licenses as he/she wishes during the term of the Subscription. Regardless of their subscription date, additional Licenses will expire at the end of the Subscription (including their renewal period).

Accordingly, in consideration of the subscription to the Subscription, the Customer agrees to pay the Supplier the amount agreed upon for the period, based on the number of active Users and the pricing per License provided for in the Order at the time of the initial subscription to the Subscription. In order to avoid any misunderstanding, if the Supplier is a distributor or integrator of Signitic, the rate applicable to the Solution shall be the rate charged by the distributor or integrator in question.

The Supplier may reserve the right to make commercial offers adjusted to the Customer's needs, promotional offers or price reductions.

If the Supplier decides to increase the price of the Subscription, Customers with an active Subscription will benefit from a grandfathering clause and the pricing conditions applicable to them will not be modified, as long as their Subscription remains active.

Payment is made by credit card if the Order is placed via the website order form.

Payment by bank transfer shall be possible if and only if the Order is placed via a paper purchase order duly signed by the Customer and expressly agreed to by the Supplier in writing, in which case the transfer must be made within thirty (30) days of receipt of the invoice. The Customer undertakes to provide accurate billing information and to keep it up to date.

6.2. TERMS OF PAYMENT

Payment of the Subscription is due at the time of order or renewal of the Subscription for Customers paying by credit card, or within 30 days of receipt of the invoice by the accounting department for Customers paying by bank transfer.

Any period started by the Customer is due in full to the Supplier.

6.3. AUTOMATIC RENEWAL

Each Subscription shall be automatically renewed at the end of its term for a period of the same duration when the Subscription expires or when Customer no longer has any licenses prior to the anniversary date of the agreement, unless a Party notifies the other Party in writing of its desire not to renew the Subscription at least sixty (60) days prior to the expiration of the current term.

If the Customer pays by credit card, the payment is made automatically at the beginning of the new term. If the Customer pays by bank transfer on receipt of the invoice, an invoice covering the period will be generated and sent at the end of the period.

The rate applied at the time of renewal will not depend on the number of Licenses actually used during the period preceding the renewal and the amount of the Subscription for the renewal period will therefore be at least equivalent to that for the previous period. In the event that the Customer has subscribed to a greater number of licenses during the period preceding the renewal than those subscribed to during the Subscription, the price applied at the time of renewal will be calculated according to the greater number of licenses used between the annual average of the Licenses used and the average of the Licenses Used during the last 3 months. For example, if the Subscription started on January 1st, and if 10 licenses are used each month by the Customer until October and in November he uses 20 and then in December 30, then the renewal rate will be calculated as follows:

• annual average (AA): 150/12 = 12.5
• average of the last 3 months (M3M): 60/3 = 20

M3M > MA therefore the number of licenses retained for the annual Subscription fee of the renewal year will be calculated on the basis of a number of Licenses equivalent to 240 Licenses (20X12).

6.4. FREE TEST

The Provider may, at its sole discretion, offer the Customer a Free Trial, allowing the Customer to test the Solution free of charge ("Free Trial"). At the end of the Free Trial, the Subscription is automatically activated if the Customer registers a means of payment. It is therefore necessary to terminate the Subscription at the end of the Free Trial if the Customer is not satisfied. If no payment method is entered, the Solution will be automatically deactivated. The period of time between the subscription of the Free Trial and the deactivation of the account, if no paid Subscription is subscribed, remains at the sole discretion of the Supplier.

6.5. FAILURE TO PAY

In the event of non-payment by the due date, the Customer shall immediately owe late payment penalties equivalent to three (3) times the legal interest rate as well as a fixed penalty of forty (40) euros. This fixed penalty shall apply automatically without any prior request from the Supplier to the Customer.

The Customer is responsible for all collection costs, including attorney's fees incurred or any other legal experts in connection with the collection of the debt.

The Supplier may also, by sending a simple e-mail notification to the Customer, suspend the Subscription or terminate it automatically in the event of non-payment within a reasonable period of time, which may not be less than 15 days from the notification, allowing the Customer to remedy the non-payment.

6.6. CONTESTATION OF PAYMENT OR INVOICING ERRORS

The Customer is obliged to inform the Supplier of any problem or error concerning payment or invoicing within ninety (90) days of its first appearance on his bank statement or from the date of receipt of the invoice.

The Customer waives its right to dispute such problems or errors if it does not bring them to the attention of the Supplier within this period.

DURATION

The Solution is subscribed for the duration of the Subscription.

The Solution can be used by the Customer through an annual Subscription or a monthly Subscription depending on the offer chosen.

At the end of the term, unless the Customer cancels beforehand, the Subscription is automatically renewed for the following period (see section 5.3).

TERMINATION

The Parties may terminate the Subscription under the following conditions:

8.1. TERMINATION FOR CONVENIENCE AT THE INITIATIVE OF THE CLIENT OR THE SUPPLIER

To terminate the Subscription, the Customer must send notice of termination at least sixty (60) days in advance to hello@signitic.com.

With respect to the Supplier, the Supplier must effect the termination by sending the notice of termination to the e-mail address provided at the time of opening the Account at least sixty (60) days in advance.

Termination will take effect at the end of the current Subscription.

8.2. TERMINATION FOR FAULT AT THE SUPPLIER'S INITIATIVE

The Provider may, subject to 30 days' notice and after prior notification to the Customer, temporarily or permanently suspend or cancel the Account and the Subscription to which the Account is associated or impose limits or restrict access to the Solution:

• In the event of non-payment by the Customer ;
• In the event of a breach of clause 3.2 relating to User Behaviour, defined above;
• If the use of the Solution does not comply with the general conditions of use or the laws and regulations in force.
• At the request of the police or any other judicial or public authority, within the framework of a valid judicial procedure;
• Due to unexpected technical or safety problems.

In the event of suspension or permanent termination of the Account, the Supplier shall inform the Customer. The Parties shall agree on a reasonable time to access and save the information and Content of the Account, unless continued access to the Account would be likely to contravene applicable legal provisions, requests from the police or any other judicial or public authority in the context of valid legal proceedings, or would be prejudicial to us or to third parties.

8.3. CONSEQUENCES OF TERMINATION

Termination of the Subscription commits the Customer to stop using the Solution at the end of the current Subscription.

The Customer may request a backup of the hosted data on a storage device or by email in a format readable by the Customer.

The Supplier shall automatically delete the Customer's personal data within fifteen (15) days.

8.4. TERMINATION FOR FAULT AT THE SUPPLIER'S INITIATIVE

In the event that the Supplier fails to fulfil one of its contractual obligations or to ensure the proper functioning of the services, the Customer may terminate this contract after notification by registered letter with acknowledgement of receipt of a formal notice that has remained without effect for thirty (30) days. This is without prejudice to the damages to which it may be entitled in accordance with Article 11.1.

The Customer shall be entitled to request reimbursement of the sums overpaid by the Supplier in proportion to the services actually provided up to the date of termination.  

STOPPING THE SOLUTION

If the termination of the Solution is due to the Supplier, the latter undertakes to notify the Customer by registered letter with acknowledgement of receipt one (1) month in advance so as to enable him to find an alternative. The Supplier shall make its best efforts to accompany, at the Customer's request, the transfer of data and undertakes to reimburse the Customer for the sums already paid in respect of the Subscription(s) taken out.

It is understood that the termination of the Solution will not occur in any way to harm the Customer's business without any particular compensation or indemnity being due to the Customer, if applicable.

REVERSIBILITY

Reversibility allows the Customer to retrieve from the Supplier, free of charge, all of its data classified in SQL or CSV format.

CONDITIONS OF PERFORMANCE: MUTUAL COMMITMENTS

11.1. OBLIGATIONS AND RESPONSIBILITIES OF THE SUPPLIER

Subject to the Customer's compliance with its obligations, the Supplier undertakes to the Customer :

• To have a relationship based on advice and cooperation;
• To provide the Solution ;
• Ensure the peaceful use of the Solution;
• To respect the RGPD for the collection and processing of personal data and to respect the confidentiality of other data communicated that are not of a personal nature;
• Ensure the updating of the Solution. As the Solution is online, the Customer understands that any update made by the Supplier is done instantaneously without any intervention from the Customer.

Subject to the provisions of the law, it is understood that the Supplier shall not be liable for:

• In the event of damages (direct, indirect, special, accidental or consequential), except for any fault attributable to him;
• Loss of profits, loss of revenue, lost business opportunities, loss of opportunity, alleged loss of value of personal information or any other loss (collectively, "Losses") arising out of these terms and conditions of use or the Customer's use of or access to the Solution, including but not limited to losses resulting in: deletion, alteration, inability to store data retained or transmitted by the Solution;
• Damages related to the suspension or termination of the Subscription due to a fault of the Customer;
• Downloading or sharing by the Customer of information including personal and confidential information via the Solution;
• Unauthorized access to the Account or to any data stored or transmitted through the Solution;
• Content integrated into the Solution by the Client;
• Any prejudice linked to a breakdown, a slowdown, a lack of internet connection of the Customer, or a prejudice linked to a possible interference between the Customer's software and the Supplier's requirements;
• Any prejudice related to the updating of the Solution, resulting in the unavailability of the Solution for a short period of 15 days reasonably and in good faith between the Parties.

In the event of a breach of its contractual obligations, if the Supplier is held liable, the amount of damages due to the Customer may not exceed the total sum that the Customer has undertaken to pay to the Supplier for the duration of the current period of the Subscription.

11.2. OBLIGATIONS AND RESPONSIBILITIES OF THE CUSTOMER

The Customer undertakes in particular to:

• Pay the Subscription on the date payment is due;
• Meet any prerequisites defined by the Supplier for the use of the Solution referred to in Article 5.1;
• To respect a duty of cooperation with the Supplier;
• Report anomalies explicitly and completely;
• Ensure that the Solution is used for its intended purpose;
• Do not use the Solution for illegal purposes;
• Guarantee the accuracy of the information provided by him;
• To change the configuration of its computer installation when necessary after having been previously informed by the Supplier;
• The Customer undertakes to ensure that the Content is lawful, does not infringe public order, good morals or the rights of third parties, does not violate any legislative or regulatory provision and, more generally, is in no way likely to bring into play the civil or criminal liability of the Supplier;
• The Customer is thus prohibited from distributing, in particular and without this list being exhaustive :
• pornographic, obscene, indecent, shocking or unsuitable for a family audience, defamatory, insulting, violent, racist, xenophobic or revisionist Content,
• infringing Content,
• Content that is harmful to the image of a third party,
• Content that is false, misleading or that proposes or promotes illegal, fraudulent or deceptive activities,
• Content that is harmful to the computer systems of third parties (such as viruses, worms, Trojan horses, etc.),
• and more generally Content likely to infringe the rights of third parties or to be prejudicial to third parties, in any way and in any form whatsoever.
• To comply with the RGPD regulations when using the Solution.
• Be solely responsible for any dispute relating to the use of the Solution and the Content published by him in the Solution;
• Pay the amount of the Subscription and, if applicable, the late payment penalties;
• Respect the various intellectual property rights;
• Install on its own initiative and responsibility the applications necessary for the functioning of the Solution after having been previously informed by the Supplier;
• Be solely and exclusively responsible for the security, confidentiality and use of access to the Solution's Account. He is therefore solely responsible for any act carried out on and through the Solution and for any harmful consequences for the Provider or a third party;
• The Customer undertakes to notify the Supplier immediately of any unauthorised access to a login, password or the Solution so that the Supplier can take any appropriate protective measures in agreement with the Customer;
• The Customer is solely responsible for the truthfulness of the information provided and any possible dispute relating to it.

In the event of a breach of any of the provisions of the Subscription, the Customer shall be liable to the Supplier for all direct and indirect damages suffered by the Supplier.

FORCE MAJEURE

12.1. Neither Party may be held liable for a breach of any of its obligations under the Subscription resulting from any event beyond its control, such as any natural disaster characterized by the abnormal intensity of a natural element (flood, mudslide, earthquake, etc.), any riot, insurrection, war or armed conflict, any act of terrorism, any measure emanating from a governmental, administrative or military authority, any notification of an Act of God, any notification of a Force Majeure event, or any other event beyond its control.), any riot, insurrection, war or armed conflict, any act of terrorism, any measure emanating from a governmental, administrative or military authority, any notification of an Event of Force Majeure suffered by suppliers, any strike, lock-out (hereinafter collectively referred to as "Event of Force Majeure"), provided that it is not an event that the Party concerned is in a position to avoid or to remedy in a reasonable manner

12.2. The Party affected by an Event of Force Majeure, within the meaning of Article 1218 of the French Civil Code and the decisions of the French courts, shall use reasonable means to mitigate the effect of the Event of Force Majeure and shall immediately notify the other Party in writing of the nature and extent of the Event of Force Majeure, and the Parties shall negotiate with each other in good faith with a view to mitigating its effects or finding reasonable and equitable alternative solutions. A Party may not claim exemption from liability if the Force Majeure is attributable to the refusal, negligence or deliberate failure of the Party concerned to use reasonable means to remedy the Force Majeure in question.

12.3. In the event that an Instance of Force Majeure and its effects last for more than 30 (thirty) days, the Subscription may be terminated as of right at the initiative of either of the Parties by sending a registered letter with acknowledgement of receipt.

12.4. The Supplier shall reimburse the Customer, in proportion to the services actually provided, the sums overpaid until the occurrence of the force majeure event.

SUPPORT AND ASSISTANCE

13.1. Computer assistance in the form of chat is available from Monday to Friday, from 9:00 a.m. to 12:00 p.m. and from 2:00 p.m. to 5:00 p.m., Paris time, or by e-mail at hello@signitic.com

The Supplier shall make its best efforts to call or answer the Customer within a maximum of 2 working days.

13.2 In the event of an anomaly, the time limits for taking charge are as follows:

• "Critical anomaly": anomaly requiring action under severe stress conditions: 24 hours
• "Blocking anomaly": anomaly making it impossible to use an essential function of the Solution without a workaround solution: 48 hours
• "Major anomaly": blocking anomaly for which a workaround has been found: 72 hours
• "Minor anomaly": anomaly that is neither a blocking anomaly nor a major anomaly: 96h

13.3. The Supplier does not grant any warranty to the Customer, express or implied, in respect of the Solution.

13.4. At the Customer's request, Signitic may offer training to the Customer, the Administrator and the Users on the functionality of the Solution for a maximum of 2 hours and 15 minutes divided into 3 sessions of 45 minutes each, unless otherwise stipulated in the Order or the Special Conditions.

INTELLECTUAL PROPERTY

14.1. CUSTOMER'S INTELLECTUAL PROPERTY

When the Customer uploads, shares or submits Content to the Solution, he shall remain the owner of the intellectual property rights he holds over said Content and grants the Supplier a worldwide, free, non-exclusive, transferable license, concurrent with the term of the Subscription and which may give rise to the granting of a limited sub-license of the same nature subject to the prior written agreement of the Customer and extended to the companies in the Supplier's Group, to use, host, store, reproduce and modify the said Content in accordance with the purpose of the Solution.

By subscribing to the Solution, the Customer authorizes the Supplier to use the Customer's trade names, trademarks and logos on its various media for any internal or external communication.

14.2. CONTENTS

The Content is the sole and exclusive responsibility of the Customer. The Provider declines all responsibility for the conduct of the Customer, third parties, including persons or entities with whom the Customer communicates using the Solution. The Customer is solely and exclusively responsible for any content downloaded, published, emailed, transmitted or made available through the Solution.

14.3. INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS

The Supplier respects the intellectual property of others, and requires its Customers to do the same.

The Supplier declares that it holds all the intellectual property rights necessary for the conclusion of the contract.

The Supplier warrants that the services provided in execution of this contract do not infringe any third party rights or constitute an infringement of any pre-existing work.

The Supplier shall indemnify the Customer against any claim by a third party on the basis of infringement, unfair competition and/or parasitic acts resulting from the Customer's use of the services.

The Supplier shall be liable for all sentences of any kind which the Customer may be sentenced to by a court decision in this respect.
 

DATA STORAGE AND USE

The Customer's data shall remain the exclusive property of the Customer. The Supplier undertakes not to use or sell the Customer's data for commercial purposes. The Supplier shall access the data in the event of an express request from the Customer to ensure the updating of the Solution. This access is limited to this specific scope.

The data includes:

• All personal data related to users, stored and extracted from the Customer's database or provided by its Administrator or its Users and placed under its full responsibility.
• Graphic elements created by the Client.

NON-SOLICITATION CLAUSE

The Customer agrees not to solicit, canvass directly or indirectly, or hire Signitic's and its subcontractors' personnel for the duration of the Subscription and its renewals and for a period of twenty-four (24) months after their expiration. Any breach of this obligation will result in the payment of damages fixed at the amount of the gross annual salary per employee concerned.

APPLICABLE LAW AND JURISDICTION

17.1 CHOICE OF LAW

These Terms and Conditions and their application, interpretation or formation, as well as the relationship between the Parties, including any claim or dispute, whether contractual or not, which may arise between the Parties, shall be governed by the laws in force in the French Republic, to the exclusion of its provisions relating to conflicts of law.

17.2. ATTRIBUTION OF JURISDICTION

The parties shall endeavour to settle their disputes amicably within a reasonable time.

In the absence of an amicable solution, in the event of a dispute over the validity, interpretation and/or execution of these general conditions, the Parties agree that the courts of Lyon (France) shall have exclusive jurisdiction to rule on the matter, except in the case of imperative rules of procedure to the contrary.

MISCELLANEOUS

18.1. MODIFICATION OF THE GENERAL CONDITIONS

The Supplier shall inform the Customer in advance within 30 days of any substantial modification to the Solution that would limit access to and use of the Solution. Continued use of the Solution after the effective date of such changes shall mean that the Customer accepts the Solution or the General Conditions as modified.

With regard to changes to these General Terms and Conditions of the Solution that the Supplier makes in order to meet security, legislative or regulatory requirements, the Supplier shall automatically inform the Customer via the Solution from the first connection after the change.

18.2. PREVALENCE OF LANGUAGE

In the event that the Supplier has provided the Customer with a translation of the French version of the General Terms and Conditions, the Customer acknowledges that the translation is provided solely for the purpose of simplification.

In the event of any contradiction between a translation and the French version of the document, the French version shall prevail.

18.3. CONFIDENTIALITY

Each party undertakes to treat as strictly confidential all information communicated to it by the other party in the context of the execution of the contract. Each party undertakes not to use, disclose or communicate any confidential information concerning the activities, business and/or know-how of the other party of which it may have become aware in the course of this contract.

Nevertheless, the parties will be relieved of this confidentiality obligation if they can prove by dated and written evidence that :

• The other party has authorized the use, disclosure or communication of such information,
• The information is communicated to a person to whom it is necessary to be communicated,
• As long as the information is lawfully in the public domain.

This confidentiality obligation shall remain in effect after the expiration of the contractual relationship between the parties for a period of three years.

These terms and conditions are effective as of [07/10/2021].

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