Conditions of use

PREAMBLE

BOOST MY MAIL, a simplified joint-stock company with a capital of €100,000.00, having its principal place of business at 10 boulevard du Zénith in Saint-Herblain (44800), registered with the Nantes Trade and Companies Register under number 835 398 272, represented by A5Groupe (hereinafter the “Provider”), is the developer of an innovative solution for managing email signature blocks intended exclusively for professionals, called “Boost My Mail” (hereinafter the “Solution”).

Depending on the plan they choose, the Solution allows the Provider’s business customers to implement one or more standardized signature blocks for their employees and to manage communication banners at the bottom of emails.

The Provider offers the Solution as an online service (in SaaS mode, or Software as a Service), which allows its business customers to use its features remotely, via a web browser and their email system, in exchange for a periodic fee.

The Provider makes key information about the Solution and its offerings available to professionals interested in the Solution on its website at www.boostmymail.com. The Provider is also available to provide them with any additional information and answer their questions.

Any professional interested in the Solution is therefore responsible for reviewing the available information and, if necessary, contacting the Provider to ensure that the Solution meets their needs prior to entering into a contract with the Provider in accordance with the following terms and conditions.

ARTICLE 1. FORMATION OF THE CONTRACT

These General Terms and Conditions of Service (hereinafter the “GTC”) and the specific terms and conditions pertaining to the selected offer, the contract term, the scope of users of the Solution, and the amount of the periodic fee are systematically presented and subject to the express acceptance of any professional when creating an account on the Provider’s website, accessible at www.boostmymail.com.

Acceptance of the General Terms and Conditions and the Special Terms and Conditions constitutes the contract (hereinafter the “Contract”) between the Supplier and the business identified by the information provided by the latter on this occasion (hereinafter the “Customer”).

In the event of a conflict between the provisions of the General Terms and Conditions and the Special Terms and Conditions, the provisions of the General Terms and Conditions shall prevail.

This Agreement constitutes the entire agreement between the Parties. It supersedes and cancels all prior oral or written agreements relating to the subject matter of this Agreement, as well as all prior contractual documents that may apply to such subject matter, in particular the Customer’s general terms and conditions of purchase.

ARTICLE 2. DEFINITIONS

Terms beginning with a capital letter in this Agreement, whether used in the singular or plural, shall have the meanings set forth below.

“Administrator” means the individual under the Client’s authority (corporate officer or employee) who is authorized by the Client to access the Solution’s management interface and to use the features available on that interface. By default, the Administrator is the individual under the Client’s authority who creates the Client’s account on the Provider’s website, accessible at www.boostmymail.com
“Malfunction” means any failure of the Solution attributable to the Solution itself, which is reproducible and documented by the Customer, and which prevents the Customer from using the Solution or its essential features.
“Agreement” means the set consisting of the General Terms and Conditions and the specific terms relating to the selected plan, the term of the Agreement, the number of Licenses, and the amount of the periodic fee.
“Data” means the Client’s digital data replicated in the Solution and processed by it.
“License” means the right of use assigned to a User and corresponding to that User’s email account (address).
“Services” means all of the services defined in Article 5, provided to the Customer by the Provider pursuant to the Contract.
Solution means the online software solution called “Boost My Mail,” whose core features—depending on the selected plan—include generating one or more signature blocks and consistent communication banners for Users.
Instance refers to the specific environment, within the Solution’s shared instance, made available to the Customer and isolated from the environments of other Customers.
“Users” means the individuals under the Client’s responsibility (corporate officers, employees, agents, etc.) who use the Solution’s core features through their email client. One email account (address) managed by the Solution corresponds to one User.

ARTICLE 3. PURPOSE

The purpose of this Agreement is for the Supplier to provide Services to the Customer in exchange for the Customer’s payment of a periodic fee, under the terms and conditions set forth below.

ARTICLE 4. EFFECTIVE DATE, TERM, AND RENEWALS

The Customer enters into a Contract with a term of one (1) year.

4.1. ONE-YEAR CONTRACT

The Contract takes effect upon the Customer’s acceptance of the General Terms and Conditions and the Special Terms and Conditions, for a term of one (1) year.

The Agreement shall be automatically renewed upon its expiration for terms of one (1) year, unless terminated by operation of law and without judicial formalities by either Party prior to the expiration of the current term.

4.2. TERMS OF TERMINATION

The Customer may terminate the Contract by sending an email to support@boostymail.com or by simply closing their account on the Provider’s website, provided they give at least one (1) month’s notice prior to the end of the current contract period when the Contract has a term of one (1) year. The termination will take effect at the end of the current contract period.

The Supplier may terminate the Contract by providing the Customer with written notice at least one (1) month prior to the end of the current contract term, provided that the Contract has a term of one (1) year.

ARTICLE 5. DESCRIPTION OF SERVICES

5.1. DELIVERY OF THE SOLUTION

The Provider shall provide the Solution to the Customer remotely, via the Internet, as a material obligation under the Agreement, within the limits of the right of use set forth in Section 10.2.

The Administrator accesses the Solution’s management interface via the address provided by the Provider, using the email address—which serves as their username—and the password they entered when creating the Customer’s account.

The Administrator has full access to the Solution’s management interface, in particular to manage the Customer’s email signature block(s) and the banners to be inserted at the bottom of emails.

The Administrator may also create, under the Customer’s sole responsibility, additional Administrator accounts authorized to access the Solution’s management interface using the email address and password they provided when first logging into their account.

Users can access the Solution’s essential features through their email client. If Users are using the Microsoft Outlook email client, the Client is responsible for installing the software module provided by the Provider on those clients.

The Customer is informed and acknowledges that the Solution is accessible remotely via a publicly available network—the Internet—over which the Provider has no control. The Customer is also advised of the technical risks inherent in the Internet and the resulting interruptions in access. Consequently, the Provider shall not be held liable for any unavailability or slowdowns of the Solution related to the Internet. The Provider does not guarantee the continuous availability of the Solution.

5.2. PROVISION OF SUPPORT

The Provider provides the Customer with a support service reserved for Administrators, the purpose of which is to answer their questions and assist them in using the Solution’s management interface.

Support services are available to Administrators Monday through Friday, on business days, from 9:00 a.m. to 12:00 p.m. and from 2:00 p.m. to 6:00 p.m. Paris time, either by phone at 02.52.32.11.11, or by email at support@boostmymail.com.

5.3. DATA STORAGE AND BACKUP

The Provider is responsible for storing and backing up the Customer’s Data that is processed using the Solution.

The Data includes
: – the graphic elements comprising the signature blocks and, where applicable, the banners, which are stored in the Solution’s Content Delivery Network (CDN);
– Users’ personal data extracted from the digital employee directory—natural persons under the Client’s responsibility—which is stored in the Solution’s database.

The data stored in the Solution is encrypted. In addition, the Solution (in its entirety) is backed up once (1) a day.

However, the Provider draws the Customer’s attention to the fact that the Solution is not a dedicated data storage and backup solution and should not be used as such. Consequently, the Customer must retain, on its IT system, the Data stored in the Solution for the purposes of processing it, and ensure that it is backed up.

Furthermore, the Customer is informed and acknowledges that the Provider has no control over the Internet network through which the Solution is accessible; therefore, the Provider cannot under any circumstances be held liable for any damage resulting from such a network. The Customer is also informed that, given the current state of technology, no security measure can completely eliminate all risks of loss, alteration, misappropriation, or interception of data transmitted over such a network, nor can any security measure completely eliminate all risks of intrusion into any infrastructure connected to such a network or of a breach of the integrity, confidentiality, and, more generally, the security of the data hosted there. Under these circumstances, the Provider does not guarantee that there will be no compromise of the integrity, confidentiality, and, more generally, the security of the Customer’s Data.

ARTICLE 6. HOSTING AND MAINTENANCE OF THE SOLUTION

The Provider is responsible for hosting, deploying, and maintaining the Solution. These are operations carried out at the Provider’s discretion for the purpose of providing the Client with the Services referred to in Article 5. Consequently, the Provider assumes no obligation toward the Customer with respect to these operations; the Provider’s sole obligations toward the Customer relate to the provision of the Services defined in Article 5.

However, the Provider informs the Customer that the Solution is hosted on the Microsoft Azure platform, which also makes the Solution available online. The Solution is accessible only to authorized employees of the Provider who are responsible for its monitoring, administration, and maintenance.

The Solution provided to the Customer under the Agreement has a dedicated tenant on the Microsoft Azure platform.

The Supplier is responsible for the preventive, corrective, and upgrade maintenance of the Solution. In this regard, the Supplier is free to perform any maintenance operations to prevent potential malfunctions, to develop and install patches to correct identified malfunctions, and to develop and install updates and new versions of the Solution.

The Customer may notify the Provider of any Malfunction in the Solution. In such a case, the Provider shall be responsible for performing corrective maintenance to resolve the Malfunction.

Access to the Solution may be suspended for the purposes of administrative or maintenance operations on the Solution. In the case of scheduled maintenance, the Provider shall notify the Customer at least forty-eight (48) hours in advance, and such maintenance shall be performed, to the extent possible, during times that minimize disruption, taking into account the time zone in France. In the event of unplanned emergency work, the Provider will endeavor to notify the Customer as soon as possible.

ARTICLE 7. FINANCIAL TERMS

The Customer agrees to pay the Supplier the monthly or annual fee specified in the special terms and conditions of the Contract, in exchange for the right to use the Services referred to in Article 5.

For annual contracts, the annual fee is due in advance. For monthly contracts, the monthly fee is due in arrears. Any contract period that has begun is due in full.

The fee amount is determined based on the Supplier’s current rates, which depend on the selected plan, the term of the Contract, and the number of Licenses purchased.

In the event of an increase in the number of Users during the term of the Agreement, the Customer agrees to purchase the corresponding number of additional Licenses and to pay the Supplier the associated fee.

In the case of an annual contract, an additional fee is due at the end of the current term. The amount of this fee is determined based on the Supplier’s current rates, the number of additional licenses, and the time remaining in the current annual period. For a monthly contract, the amount of the monthly fee due in arrears takes into account the number of additional licenses.

If the Customer increases the number of Users during the term of the Agreement without purchasing the corresponding number of additional Licenses, the Customer agrees to pay the Supplier the applicable fee. Regardless of the term of the Agreement, a monthly fee is due in arrears. The amount of the fee is determined based on the monthly rate of the plan selected by the Customer and the number of additional Users. When the Contract is on a monthly basis, the monthly fee includes this amount related to the additional Users.

In the event of a change to its current rates, the Provider shall notify the Customer at least one (1) month before the end of the current contract period. If the Contract is renewed, the new rates shall apply to determine the amount of the fee for the upcoming contract period.

Any increase in the number of Licenses during the current contract term or at the end of the current contract term, for the upcoming contract term, shall give rise to new special terms and conditions that shall form part of the Agreement.

The Supplier bills the fee when it becomes due.

Fees are billed in euros, excluding taxes, and are subject to applicable taxes at the rate in effect on the billing date. The billing address is the address of the Customer’s principal place of business.

The Supplier’s invoices are payable upon receipt.

If an invoice is not paid by the due date, the Customer shall be liable, automatically and without notice, for late payment penalties equal to the amount of interest calculated at a rate three (3) times the statutory interest rate applied to the unpaid amount.

In addition, the Supplier may suspend the provision of the Services until the Customer pays the amount due.

The Customer shall also be liable for a lump-sum compensation of forty (40) euros, as well as all reasonable expenses incurred by the Supplier to collect the amount due. These expenses include, in particular, legal and court costs, as well as collection fees.

Any dispute regarding an invoice from the Supplier must be substantiated and notified in writing within fifteen (15) calendar days of the date of receipt. After this period, the Customer will be deemed to have accepted the invoice sent to them, and no further disputes will be accepted by the Supplier.

Any service requested by the Customer that is not included within the scope of the Services defined in Article 5 will be billed separately and, if applicable, will be subject to a prior proposal from the Supplier.

ARTICLE 8. OBLIGATIONS OF THE PARTIES

8.1. SUPPLIER’S OBLIGATIONS

The Provider agrees to provide the Services defined in Article 5 with the utmost care and in accordance with best practices in the field of information technology.

8.2. CUSTOMER’S OBLIGATIONS

The Customer agrees to pay the price specified in Article 7 as an essential obligation.

The smooth operation of the Solution—and, more generally, the performance of the Services—requires the Customer’s cooperation. Accordingly, the Customer agrees to provide the Provider, either on its own initiative or upon request and as soon as possible, with any information and documents that may be useful for the proper performance of the Services, particularly support services. Similarly, the Customer agrees to inform the Provider, on its own initiative and as soon as possible, of any event that could interfere with the proper performance of the Services.

The Customer also agrees to work with the Provider to integrate the Solution with the Customer’s user directory. Failing that, the Customer agrees to provide the Supplier, as soon as possible, with an export file containing the Data relating to said Users in the format specified by the Supplier so that the Supplier may integrate this Data into the Solution’s database.

The Customer is responsible for implementing all necessary measures to enable remote access to and use of the Solution, as well as for installing the software module provided by the Supplier in the email clients.

The Customer agrees to use the Solution for its intended purpose, in accordance with the terms of the Agreement, applicable laws and regulations, and the rights of Users and third parties, particularly those relating to the processing of Users’ Personal Data.

The Customer is solely responsible for the security, confidentiality, and use of Administrators’ usernames and passwords. To this end, the Customer is encouraged to follow the password security recommendations issued by the National Agency for Information System Security. The Client further agrees to ensure that only Administrators have access to their usernames and passwords and that they, in turn, ensure the security and confidentiality of such credentials.

Furthermore, any access to the Solution using an Administrator’s username and password shall be deemed to have been made by that Administrator. In such cases, the Customer shall also be solely responsible for all actions taken on and through the Solution and for any resulting damages, and shall hold the Provider harmless in this regard.

The Customer agrees to immediately notify the Supplier of any unauthorized access to a username, password, or the Solution so that the Supplier may take any appropriate precautionary measures in consultation with the Customer.

The Customer warrants that the Administrators and Users will comply with all provisions of the Agreement. Accordingly, the Customer shall be liable for any damages caused to the Provider or a third party by an Administrator’s or User’s breach of any of the Customer’s obligations under the Agreement.
ARTICLE 9. PERSONAL DATA

9.1. Personal Data Processed by the Supplier on Its Own Behalf

The Provider records the personal data (first name, last name, company, business contact information) of the Administrator who creates the Customer’s account and of any other Administrator or individual contact at the Customer’s organization.

The Supplier processes this personal data for the purposes of providing the Services, managing the Contract, handling billing and collections, and, more generally, for the purposes of the relationship with the Customer. This processing is therefore based on the performance of the Contract.

The personal data listed above is intended solely for the Supplier’s corporate officers and employees responsible for these tasks. It may be shared with the Supplier’s contractors involved in performing these tasks.

The Supplier retains this personal data for a period of three (3) years from the end of the Contract. The Supplier then retains in interim archives the personal data necessary for the exercise of a right and as proof of that right for the duration of the applicable statutes of limitations or in accordance with the legal obligations to which it is subject.

The Provider stores this personal data on Microsoft Azure platform servers located within the European Union, so that it benefits from the level of protection in effect in that territory.

In accordance with the laws applicable in France regarding the protection of personal data, namely the Law of January 6, 1978, on Information Technology, Data Files, and Civil Liberties, as amended by subsequent laws, and the Regulation of April 27, 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (hereinafter the “Applicable Legislation”), the Data Controller(s) and any other natural person affected by this processing of personal data may, within the limits and under the conditions set forth in the Applicable Legislation
: – obtain access to, and, where applicable, rectification or erasure of, the personal data concerning them;
– request the restriction of the processing of their personal data;
– object to the processing of their personal data on legitimate grounds;
– obtain a copy of their personal data in a structured and commonly used format for the purpose of transmitting it to another data controller;
– provide the Provider with specific instructions regarding the handling of their personal data in the event of their death; failing that, their heirs may exercise the rights granted to them under applicable law, in accordance with the procedures set forth below.

The Data Controller or the individual concerned may exercise any of these rights by contacting the Provider at Boost My Mail, 10 boulevard du Zénith, 44800 Saint-Herblain, FRANCE, and providing proof of identity. Any costs associated with exercising these rights—including those for extracting or copying personal data—will be billed by the Provider in the event of an unjustified or excessive request.

Furthermore, the Provider may suspend the provision of the Services or terminate the Contract as of right and without judicial formalities, by registered letter with acknowledgment of receipt, in the event that it no longer has access to the personal data necessary for the performance of the Contract as a result of the exercise of any of the above rights.

The Data Controller or the individual concerned also has the right to file a complaint with the CNIL or any other competent supervisory authority in the event of a dispute regarding the processing of their personal data as described above.

This personal data processing operation has been filed with the CNIL in accordance with Simplified Standard No. 48 under registration number 2154839.
The Boost My Mail app has also been tested by Digitemis, a cybersecurity specialist. No security vulnerabilities were identified, and user accounts on the SaaS platform are completely and absolutely isolated from one another.

9.2. Personal Data Processed on Behalf of the Client

The Customer processes the personal data of the individual employees under its responsibility for the purposes of operating its email system. The Customer acknowledges that it alone determines the purposes and means of such processing of its employees’ personal data, and therefore acts as the data controller for this processing.

Under the terms of the Agreement, the Customer instructs the Provider to process, on its behalf, the Users’ Personal Data using the Solution, so that the Users may benefit from the Solution’s essential features, for the term of the Agreement.

The Customer hereby acknowledges that the Supplier acts as a subcontractor.

The personal data processed by the Solution includes, at a minimum, Users’ first names, last names, and email addresses.

9.2.1. Customer Obligations

The Customer agrees to comply with the obligations imposed on personal data controllers by applicable law.

In this regard, the Client agrees, in particular, to provide the Users affected by the outsourced processing, at the time their Personal Data is collected, the information required by applicable law, specifically that the Provider is a recipient of the Personal Data, and to obtain, where necessary, the consent of the affected Users as defined by applicable law.

With respect to the Supplier, the Customer agrees to provide the Supplier with access to, or to disclose to the Supplier, as the case may be, the Users’ Personal Data; to document in writing any instructions regarding the outsourced processing; and to supervise such processing.

9.2.2. Supplier’s Obligations

The Supplier agrees to perform the outsourced processing only upon documented instructions from the Customer. The Supplier agrees to notify the Customer as soon as possible if it believes that an instruction from the Customer violates applicable law.

The Supplier agrees to record the outsourced processing in the register it maintains for this purpose.

The Supplier declares that the corporate officers and employees authorized to perform work related to the outsourced processing undertake to maintain the confidentiality of Personal Data in accordance with the confidentiality obligations set forth in Article 12.

The Provider agrees to implement the technical and organizational measures set forth below to ensure the security and confidentiality of Users’ Personal Data, given the low level of risk associated with the outsourced processing.

– Users’ personal data is protected by the security measures inherent in the Microsoft Azure platform, which hosts the Solution and the Customer’s tenant on that platform.

– Users’ personal data stored in the Solution’s database is isolated from third-party data due to the existence of a Client-specific tenant on the Microsoft Azure platform.

– Access to the database containing Users’ Personal Data is restricted to Administrators, as well as the Provider’s corporate officers and employees responsible for providing the Services.

– Access to the database containing Users’ Personal Data is protected by a username and password unique to each of the individuals listed above.

– Users’ personal data is encrypted and protected against loss by backing up the database containing this data once (1) a day.

In the event that the Client wishes, prior to the commencement of the outsourced processing, to conduct its own impact assessment of the processing’s effect on the protection of Users’ Personal Data and, in the event of a high risk, to consult the supervisory authority to which the Client is subject, the Provider agrees to assist the Client by providing any information in its possession that the Client may require for these purposes.

Furthermore, in the event that the Customer wishes to implement additional measures on its own to ensure the security and confidentiality of Users’ Personal Data on its computer system and the electronic communications network connecting it to the Solution, the Provider agrees to assist the Customer by providing any information in its possession that the Customer may request for this purpose.

The Supplier agrees to make available to the Customer the documentation it has compiled to demonstrate compliance with its obligations under this section. In addition, the Customer may conduct audits of the technical and organizational measures implemented by the Supplier to ensure that the Supplier is complying with these obligations. The Customer may not conduct more than one (1) audit per calendar year. The Customer must notify the Supplier of any audit at least fifteen (15) days in advance. Any audit shall be conducted by an auditor independent of the Customer, selected by mutual agreement of the Parties, unless the Supplier expressly agrees that the audit be conducted by the Customer. The selected auditor may not begin the audit until he or she has signed, together with the Supplier and the Customer, a confidentiality agreement that precisely defines the scope of the audit and imposes appropriate confidentiality obligations on both the auditor and the Customer. In the event that the auditor’s report reveals a breach by the Supplier of the aforementioned obligations, the Supplier agrees to remedy such breach as soon as possible. The costs of the audit shall be borne by the Client.

The Provider agrees to assist the Client, to the extent possible, in fulfilling its obligation to respond to requests from Users affected by the outsourced processing to exercise their rights under applicable law (right of access, right to rectification, right to restriction of processing, right to erasure, right to withdraw consent, right to object, right to data portability, and right to provide instructions regarding the handling of personal data upon their death).

Pursuant to this obligation, the Provider agrees to promptly forward to the Client any request that a User affected by the outsourced processing may submit directly to the Provider to exercise a right granted to them under applicable law, so that the Client may respond to such a request. The Supplier further agrees to take, as soon as possible, any action the Client instructs it to take regarding the Personal Data in its possession in order to respond to any request from a Data Subject seeking to exercise a right granted to them under applicable law. In such cases, the Provider may bill the Client for the costs incurred in processing such a request to the extent permitted by applicable law.

The Supplier agrees to assist the Customer in fulfilling its obligations to report breaches of Users’ Personal Data by notifying the Customer of any such breach as soon as possible—and, if possible, within 48 hours— from the time it becomes aware of such a breach, and by providing the Client with any information in its possession that the Client may require to comply with its notification obligations.

The Supplier is authorized to engage another subcontractor (hereinafter the “Subsequent Subcontractor”) to perform a specific part of the subcontracted processing on behalf of the Client. In such cases, the Supplier agrees to notify the Client in writing in advance of the use of a Sub-processor or of a change to an existing Sub-processor. As part of this notification, the Supplier shall specify the portion of the outsourced processing entrusted to the Sub-processor, the Sub-processor’s identity and contact information, and the dates of the subcontracting agreement. The Client shall have a period of fifteen (15) calendar days from receipt of this information to object in writing to the use of or change to a subsequent subcontractor. In the absence of a written objection within this period, the use or change of a sub-processor shall be deemed accepted by the Client.

The Supplier agrees to use its best efforts to ensure that any subsequent subcontractor is subject to the same obligations as those imposed on the Supplier under the Contract. The Supplier shall be liable to the Customer for any breach of these obligations by any subsequent subcontractor.

As of the effective date of the Agreement, the Provider subcontracts the hosting of Users’ Personal Data contained in the Solution’s database to Microsoft, which operates the Microsoft Azure platform, and the Customer agrees to this.

ARTICLE 10. INTELLECTUAL PROPERTY

10.1. The Supplier’s Intellectual Property Rights

The Supplier is and shall remain the owner of all intellectual property rights in the Solution and all of its components, such as programs, text, illustrations, logos, and trademarks, as well as in all works created in connection with the performance of the Services.

The Agreement does not entail any transfer of rights to these items to the Customer, except for the right of use granted to the Customer pursuant to Section 10.2.

The Customer agrees not to do anything, nor to allow anyone else to do anything, that could infringe upon the Supplier’s aforementioned rights.

10.2. Rights of Use Granted to the Customer

The Supplier grants the Customer, on a non-exclusive and non-transferable basis, the right to have the Solution used, in SaaS mode, via an electronic communications network, by Administrators and Users, for the term of the Agreement.

The right to use the Solution is limited to the number of Licenses purchased, which must correspond to the number of Users counted per email account (address) managed by the Solution. If the Customer allows the Solution to be used by a number of Users exceeding the number of Licenses purchased, the Customer will be considered an unauthorized user of the Solution, unless the fee corresponding to the number of excess Users is paid.

The Customer shall refrain from performing any acts on the Solution other than those covered by the right of use set forth above, under penalty of infringement. In this regard, the Customer shall, in particular, refrain from:

– to use the Solution in a manner inconsistent with its intended purpose or the terms of the Agreement;

– to assign or transfer its right to use the Solution or to allow any third party to use the Solution.

10.3. The Client’s Intellectual Property Rights

The Customer is and remains the owner of all intellectual property rights in its Data, including its graphic elements, corporate name, trademark, or logo, which are processed by the Solution.

The Supplier is authorized to use the Customer’s corporate name, brand, and logo as a commercial reference in its communications materials, unless the Customer objects.

ARTICLE 11. WARRANTY AGAINST EVICTION

The Supplier warrants that it has not included in the Solution any material in which a third party holds intellectual property rights, without authorization from such third party that would allow the Customer to exercise the right granted in Section 10.2.

Accordingly, in the event of a claim or action by a third party against the Customer on the grounds that the Solution infringes the third party’s intellectual property rights, the Customer shall notify the Supplier in writing, as soon as possible, of the existence of such a claim or action and shall provide the Supplier with all information relating to said claim or action.

In such a case, the Supplier may, at its discretion and at its own expense
: (a) secure the right for the Customer to continue using the Solution;
(b) modify the Solution so that it ceases to infringe;
or (c) terminate the Contract automatically and without judicial proceedings, by written notice to the Customer, subject to reimbursement of the amounts paid by the Customer for the twelve (12) months preceding the third party’s claim or action, as full and final compensation in lieu of any damages.

In the event that the Supplier fails to implement any of the above solutions, the Supplier shall be liable for any damages that may be imposed on the Customer pursuant to a final and binding court decision or a settlement, subject to compliance with the following conditions
: – the Customer shall have notified the Supplier as indicated above;
– the Client shall actively cooperate with the Supplier in all matters relating to the settlement of the claim or action;
– the Client shall not take a position contrary to that of the Supplier with respect to the defense or any negotiations toward a settlement.

This warranty of quiet enjoyment or against eviction with respect to the Solution shall apply only provided that
: – the Solution has not been modified by anyone other than the Supplier;
– the third party’s claim or action does not relate to any element provided by the Customer;
– the Customer has used the Solution in accordance with the terms of the Agreement.

This clause constitutes the Customer’s sole remedy against the Supplier under the warranty of quiet enjoyment or against eviction.

The Supplier expressly excludes all other statutory warranties that may apply to the provision of the Solution.

ARTICLE 12. CONFIDENTIALITY

Each Party agrees to keep strictly confidential, not to disclose to third parties, and not to use for any purpose other than the performance of the Agreement, information from the other Party expressly identified as confidential, which it has received, will receive, or becomes aware of in connection with the Contract, whether in physical or electronic form, unless the other Party has given its prior written consent.

All elements of the Solution that are not publicly available are expressly considered to be the Supplier’s confidential information.

The following information is not subject to this obligation of confidentiality and restricted use:
– information that was already lawfully in the possession of the Receiving Party prior to its disclosure by the Disclosing Party;
– information that was provided to the Receiving Party in a non-culpable and lawful manner by a third party;
– that has entered or would enter the public domain in a non-culpable and lawful manner;
– that the Receiving Party would be required to disclose pursuant to a legal obligation or an enforceable court order, but only to the extent necessary to comply with such legal obligation or court order and provided thathaving notified the Disclosing Party in writing as soon as possible after becoming aware of such disclosure obligation.

Each Party is responsible to the other Party for ensuring that its corporate officers, employees, and any third parties to whom it has been authorized to disclose confidential information comply with this confidentiality and restricted use obligation.

This confidentiality and restricted use obligation shall remain in effect for the entire term of the Agreement and for ten (10) years following its expiration or termination.

ARTICLE 13. LIABILITIES

13.1. Customer Responsibilities

The Customer is solely responsible for the use of the Solution, the Data it processes using the Solution, and any damages that may result therefrom to itself or to third parties. The Customer indemnifies the Provider against all liabilities, costs, and damages arising from any action or claim that may be brought by a third party against the Provider as a result of the Customer’s use of the Solution, the Customer’s Data, or the signature blocks or banners generated from such Data—in particular on the grounds that such use, such Data, or the elements derived therefrom, infringes upon the third party’s personality rights, intellectual property rights, the applicable French legislation on the protection of personal data, or any other applicable law or regulation.

13.2. Supplier’s Responsibilities

The Provider shall not be held liable for any damages suffered by the Customer or third parties in connection with the use of the Solution when such damages are caused by
: – the Customer’s own actions, particularly in the event of use of the Solution that does not conform to its intended purpose, the provisions of the Agreement, or applicable laws and regulations;
– by a third party, particularly in the event of unauthorized use of or interference with the Solution, or in the event of a violation committed against the Solution;
– or by any event beyond the Supplier’s reasonable foresight and control, including a failure of the Microsoft Azure platform, electronic communications networks, or the electricity supply.

The Supplier shall be liable only for foreseeable damages caused directly to the Customer by the Supplier’s failure to fulfill its obligations under the Contract.

Consequently, the Supplier shall not be held liable for indirect or unforeseeable damages, given the nature of the Solution. By express agreement, the following are considered to fall under this clause: loss of business, loss of customers, loss of revenue or profits, loss of anticipated profits, increases in costs or expenses, as well as the financial consequences of any legal actions brought by third parties against the Customer.

The Supplier’s liability, including under any warranty, is limited, for all damages combined, to the amount of the fee paid by the Customer in exchange for the right to use the Solution during the twelve (12) months preceding the damage, given the non-critical nature of the Solution.

In any event, the Supplier’s liability shall not extend beyond the expiration of a period of one (1) year from the date of the event giving rise to the damage or from the termination of the Contract for any reason whatsoever.

ARTICLE 14. INSURANCE

The Supplier represents that it is insured for professional liability with an insurer of recognized financial standing.

The Customer acknowledges that it is the only party capable of anticipating and quantifying the damages it may suffer in the event of any difficulty arising in the provision of the Services and, more generally, in the performance of the Contract, the terms and conditions of which have been established in light of the aforementioned allocation of liability. Consequently, the Customer shall be responsible for insuring itself against any risks it anticipates that do not fall within the Supplier’s liability under the terms of the Contract.

ARTICLE 15. ASSIGNMENT

The Customer shall not transfer the Contract or any or all of its rights and obligations under the Contract to a third party in any manner whatsoever, whether directly or indirectly, including, but not limited to, through the assignment of the contract, the assignment of rights and obligations, management lease, transfer of business, transfer of a business unit, partial contribution of assets, merger, or acquisition, without the Supplier’s prior written consent. In the event of a transfer made in violation of this provision, the Supplier may terminate the Contract as of right and without judicial formalities, by registered letter with acknowledgment of receipt.

The Supplier may freely transfer all or part of its rights and obligations under the Contract to a third party by any of the means listed above.

ARTICLE 16. TERMINATION FOR CAUSE

In the event that a Party fails to fulfill its obligations under Articles 5, 7, 8, 9, 10, 11, and 12 of the Contract, the non-defaulting Party may terminate the Contract, as of right and without judicial proceedings, by sending a registered letter with acknowledgment of receipt to the defaulting Party upon the expiration of a period of fifteen (15) calendar days from the date the defaulting Party received a formal notice to comply, sent by certified mail with return receipt requested, which remained wholly or partially unfulfilled, without prejudice to any damages to which the non-defaulting Party may be entitled as a result of such breach.

ARTICLE 17. CONSEQUENCES OF TERMINATION OF THE CONTRACT

In the event that the Agreement is terminated for any reason, the Customer shall cease all use of the Solution.

To that end, the Supplier shall close the Customer’s account on the effective date of the Contract’s termination. Furthermore, the Provider agrees, at the Customer’s discretion as notified in writing to the Provider within thirty (30) days of the termination of the Agreement, to either destroy or provide the Customer with a copy of the most recent backup of the Customer’s Data stored in the Solution. If the Customer does not notify the Supplier of its choice within this timeframe, the Supplier shall be released from any obligation to retain or return the Data and shall proceed to destroy the Data.

The provisions of the Agreement that, by their nature, are intended to survive the termination of the Agreement—in particular, the provisions of Articles 7, 10, 12, and 13—shall remain in effect, where applicable, for the duration specified therein.
ARTICLE 18. AGREEMENT ON EVIDENCE

All computer or digital data and files stored in the Solution and its operating environment during the term of the Agreement shall be deemed authentic between the Parties as evidence of the facts to which they relate.

ARTICLE 19. GENERAL PROVISIONS

This Agreement may be amended only by a written amendment duly signed by the authorized representatives of the Parties.

The Agreement does not involve any transfer of corporate assets and will have no effect on the independence of each Party, particularly with respect to the conduct of its business and the pursuit of its corporate purpose, with each Party continuing to exercise its management, rights, and obligations, and to assume its responsibilities, in full independence.

Any forbearance or waiver by a Party in the enforcement of all or part of the provisions of the Agreement, regardless of the frequency or duration thereof, shall not constitute an amendment to the Agreement, nor shall it be deemed to create any right whatsoever, and shall not be construed as a waiver by such Party of its right to rely on the relevant provisions at a later date.

In the event that any provision of the Agreement is deemed null and void, invalid, or unenforceable by any law, regulation, or final and binding court decision, such provision shall be deemed not to have been included, and the remaining provisions of the Agreement shall remain in full force and effect. The Parties shall endeavor, within one (1) month from the occurrence of the event giving rise to the nullity, the nullity, invalidity, or unenforceability of the clause, to agree on the terms of a fair replacement clause that respects the spirit and current economic framework of the Agreement.

ARTICLE 20. GOVERNING LAW – DISPUTES

This Agreement is governed by French law.

IN THE EVENT OF A DISPUTE REGARDING THE FORMATION, VALIDITY, INTERPRETATION, PERFORMANCE, OR TERMINATION OF THE CONTRACT, THE PARTIES SHALL ENDEAVOR TO RESOLVE SUCH DISPUTE AMICABLY, EXCEPT IN CASES OF EMERGENCY OR WHERE IT IS NECESSARY TO TAKE PRELIMINARY INJUNCTIVE RELIEF.

IF NO AMICABLE SETTLEMENT IS REACHED WITHIN ONE (1) MONTH OF A REQUEST FOR AMICABLE RESOLUTION SUBMITTED BY ONE PARTY TO THE OTHER PARTY, ANY DISPUTE CONCERNING THE FORMATION, VALIDITY, INTERPRETATION, PERFORMANCE, OR TERMINATION OF THE CONTRACT SHALL BE SUBMITTED TO THE COMPETENT COURTS WITHIN THE JURISDICTION OF THE COURT OF APPEALS OF NANTES, SUBJECT TO ANY STATUTORY PROVISIONS ASSIGNING TERRITORIAL JURISDICTION TO OTHER COURTS, NOTWITHSTANDING THE PRESENCE OF MULTIPLE DEFENDANTS OR THE INTERVENTION OF THIRD PARTIES.

THIS ALLOCATION OF JURISDICTION ALSO APPLIES IN THE CASE OF EMERGENCY PROCEEDINGS.