Terms of Service
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Software service agreement
Thank you for subscribing to SellerSights - identification number 444 743 025 DAX RCS - head office 7 impasse Marguerite Yourcenar - 40130 Capbreton, France (hereinafter 'SellerSights'). By placing an order, clicking to accept this agreement, or using or accessing any SellerSights or related services, you agree to all of the terms of this service agreement ('Agreement'). If you are using a reporting or related services on behalf of a company or other entity, then 'Client' or 'you' means that entity, and you commit that entity to abide by this Agreement. You represent and warrant that you have the power and legal authority to enter into this Agreement and that, if Customer is an entity, this Agreement and each Purchase Order is entered into by an employee or agent having complete authority. necessary to bind this entity to this Agreement. This Agreement includes all order forms and service specific terms (as defined below) as well as any policies or materials accepted by you. GENERAL CONDITIONS
1.1 SellerSights has designed and developed an original, standard and customizable software application called 'SellerSights' (the 'Software'), accessible online in the form of Saas (Software as a Service), which allows in particular a professional ('you' or the 'Customer') to optimize its data management by processing the data collected from the internal databases of the CUSTOMER and the various service providers (Google) to which the CUSTOMER is subscribed. The Software makes it possible to provide the CUSTOMER with a detailed analysis of the data, on the basis of the options selected in the Purchase Order, in order to refine his knowledge.
1.2 The CUSTOMER wishes to be able to use the Software and, in general, to benefit from the services offered by SellerSights and specified in the Order Form.
1.3 In accordance with the obligation to negotiate in good faith (Art. 1104 [new] Civil Code), the CLIENT declares that, prior to signing the Contract: (i) the CLIENT has carried out a precise written analysis of his needs;
(ii) SellerSights has provided the CUSTOMER, specifically in the General Conditions, with details of the explicit essential attributes of the service (the 'Service') offered by SellerSights (Art. 1133 [new] Civil Code) in particular to allow the CUSTOMER to assess the adequacy of the Service to its needs;
(iii) consequently, the CUSTOMER acknowledges having received from SellerSights all the information essential for his consent, establishing a direct and necessary link between the content and the essential attributes of the Service or the qualities of SellerSights (Art. 1112-1 [new] Civil Code).
1.4 SellerSights reminds the CUSTOMER (i) that SellerSights' duty to provide information does not extend to estimating the value of the Service (Art. 1112-1 [new] Civil Code) that SellerSights undertakes to provide to the CUSTOMER and (ii) that any inaccurate economic evaluation of the Service by the CUSTOMER, before signing the Contract, does not constitute a ground for nullity of the Contract concluded (Art. 1136 [new] Civil Code).
1.5 SellerSights draws the attention of the CUSTOMER to the fact that the Service offered by SellerSights is a standard service designed for companies of various sizes operating in various industries. It is therefore the CLIENT's responsibility, before signing the Contract, (i) to verify that the Service meets its needs and (ii) to ensure that the scope of the Service is such that it would be able to fulfill its own needs. business goals, which SellerSights would not know. The parties have therefore agreed as follows.
2.0 In addition to the terms defined as and if necessary in the Agreement, terms with an initial capital letter have, in the Agreement, the meaning ascribed to them below.
Refers to the person chosen by the CLIENT who is by default the CLIENT's main point of contact and who is responsible for the implementation of the Service in the CLIENT's company. The Administrator is the central point of communication between the CUSTOMER and SellerSights concerning the operational aspects of the Service to the extent determined in the clause 'Duty of information and obligation of collaboration'.
Means all the stipulations signed by the CUSTOMER and appearing in (i) the Order Form and (ii) the General Conditions as well as any rider that may supplement, modify or replace them, it being specified that the introduction and the appendices are an integral part of the contract. In the event of contradiction between the terms of the order form and those stated in the general conditions, the provisions of the order form prevail (art. 1119, par. 3, of the [new] civil code). The parties recognize that the contract is bilateral (art. 1106 [new] civil code), that the service is provided against payment (art. 1107 [new] civil code) and with successive execution (art. 1111-1 [new] code. civil).
Refers to any malfunction of the service specifically related to a problem affecting the software. The 'blocking' is considered as a Bug which completely prevents the CLIENT form from using the Software. 'Major' is considered to be a Bug which degrades or substantially restricts the performance and / or one or more major functionalities of the Software.
Refers to all documents, information or Data (including Personal Data), and in general all digital content of the CLIENT processed by the Service.
Means the 'SellerSights' software, installed on the Platform, the main characteristics of which, the various modules that make up the software and the options chosen by the CUSTOMER are detailed in the Order Form. The software can only be accessed remotely, by connecting users to the Platform.
Refers to the corrective maintenance service for the software and the assistance / support service for users. The cost of this service is included in the subscription fees. SellerSights' maintenance obligations are defined restrictively in the 'Maintenance / Assistance / Support' clause.
Means all hardware and software of the hosting data center on which the Software is installed and from which the Service is provided to the CUSTOMER. The service provider operating the platform as a SellerSights subcontractor is identified in the order form.
2.8 Subscription fees
Means the amount payable by the CUSTOMER to SellerSights as compensation for the use of the Service, excluding additional services identified as such in the Order Form. Subscription fees are billable and payable according to the terms and conditions defined in the Purchase Order.
2.9 Service Means the CUSTOMER's right, for the duration of the Contract specified in the Purchase Order (and for the duration of any anticipated extension, renewal or automatic renewal of the Contract), (i) to use the Software installed on the Platform, (ii ) the services associated with hosting the Software on the Platform described in the 'Maintenance / Assistance / Support' clause and (iii) the services linked to the Maintenance of the Software and the Platform described in the 'Maintenance / Assistance / Support' section '. The Service allows the processing of the CLIENT's data in real time as soon as the data is transmitted (i) directly by the CLIENT to the Platform or (ii) indirectly by the providers of data services subscribed by the CLIENT and which are defined in such a manner. restrictive in the Order Form. No storage or backup of the CLIENT's data will take place on the Platform. The services included in the Service form an (i) indivisible whole for SellerSights, and (ii) are of a quality consistent with the legitimate expectations of the parties, taking into account its nature, use and amount paid in compensation, such as indicated in the clause 'Financial conditions' (Art. 1166 of the [new] Civil Code).
2.10 Users Means any natural person (employee, service provider or representative of the CUSTOMER,) authorized by the CUSTOMER to use the Service either in 'reading' mode or in 'editing' mode, for the needs of the CUSTOMER's internal activity. Access control to the Service is provided by the CUSTOMER through the Software. Only the CLIENT determines the allocation of rights and authorizations to each User under his responsibility.
3 Object of the contract
3.1 The purpose of the Contract is to define the terms and conditions under which SellerSights, through the use of the Software, provides the Service to the CUSTOMER in return for payment of the Subscription fees set out in the Order Form. The use of the Service is granted to the CUSTOMER, only for the data that it collects or that is collected from the suppliers identified in the Order Form, only for the benefit of its Users, and only for business purposes, and not to process data from third parties or for the benefit of third parties.
3.2 The list of services that make up the Service detailed in the 'Service' clause, the service levels described in the 'Service Availability' clause and the list of the characteristics of the Software selected by the CUSTOMER and defined in the Order Form: (i) describe together, explicitly and exhaustively, the essential characteristics of the Service provided by SellerSights (Art. 1133 [new] Civil Code), and for which the two parties have decided to conclude a contract, to the exclusion of any implicit characteristic that the CUSTOMER can expect and of which SellerSights cannot be aware, and (ii) provide the characteristics of the SellerSights Service which meet the legitimate expectations of the CUSTOMER and of SellerSights, taking into account the nature of the services that constitute together and of the SellerSights Service, the functions and the amount of compensation that the CUSTOMER undertakes to pay to SellerSights to use the Service (Art. 1166 [new] Civil Code).
3.3 At the request of the CUSTOMER, SellerSights may perform additional services (advice, support, configuration, training, etc.), other than those explicitly included in the Service. Any additional service to be performed by SellerSights is subject to an estimate from SellerSights and the express written acceptance of the CLIENT before being performed by SellerSights. These services are billed separately, in addition to the subscription fee.
4 Strict limitations on the use of the Software and the Service
4.1 The Service includes the right to the non-exclusive and non-transferable use of the Software only for the duration of the Contract defined in the Purchase Order, and cannot be sublicensed, assigned, transferred or made available to a third party. , free of charge or against payment, by any practical or legal means. The Service and the Software can be used:
(i) only by remote access to the Platform identified in the Order Form, in compliance with the rules of identification and transfer of rights of the CLIENT who alone decides which Users he authorizes to use the Service;
(ii) only for the processing of CUSTOMER data, under the restrictive conditions provided for in the Contract.
4.2 The CUSTOMER's strict compliance with the intellectual property rights of SellerSights and the conditions under which SellerSights grants the CUSTOMER the right to use the Software together constitute one of the explicit essential attributes of the CUSTOMER's service expected by SellerSights (Art. 1133 [new] Civil Code). Any modification or attempted modification by the CUSTOMER of the conditions of use of the Software or the Service (use of the Service by unauthorized Users, increase in the number of Users beyond the limit set in the Order Form, etc. ) or any use of the Software or the Service under conditions not provided for in the Contract without the prior written consent of SellerSights represents a considerable danger to the continuity of the activity of SellerSights, of which the intellectual property of the Software constitutes an essential asset. Consequently, any modification or attempt to modify the conditions of use of the Service by the CUSTOMER, whether voluntary or not, is deemed to constitute a sufficiently serious breach on the part of the CUSTOMER who invokes the right of SellerSights to immediately suspend and automatically the Service (Art. 1219 [new] Civil Code) from the date of notification to this effect by SellerSights to the CUSTOMER and / or terminate the Service (Art. 1224 [new] Civil Code) under the conditions of the clause 'Termination'.
4.3 The User's connection data to connect to the Service are private and confidential. It is allocated by the CLIENT under his own responsibility. It can only be modified by the CUSTOMER, or at the initiative of SellerSights, subject to informing the CUSTOMER beforehand. The CUSTOMER undertakes to take all the necessary measures to keep the User's connection data secret and not to disclose them in any form whatsoever. The CUSTOMER is solely responsible for the use of the identifiers that he manages alone through the Back Office of the Software accessible online. In general, the CLIENT accepts responsibility for the physical and logical security of the various Service access terminals. In the event that the CUSTOMER becomes aware that an unauthorized person has accessed the Service, the CUSTOMER undertakes to immediately inform SellerSights. In the event of loss or theft of one of the connection identifiers, the CUSTOMER will use the procedure set up by SellerSights, accessible through the back office of the Software, allowing him to retrieve the connection identifiers or create new ones.
4.4 During the term of the Contract and for the twenty-four (24) months that follow, the CUSTOMER refrains from developing and / or marketing any software or a service for the benefit of third parties which would be in direct competition with the Software and / or or the Service. This non-compete commitment on the part of the CLIENT constitutes (i) an essential element (Art. 1112-1 [new] Civil Code) of the SellerSights agreement to contract with the CLIENT and / or (ii) an essential aspect explicit (Art. 1133 [new] Civil Code) of the service expected by the CLIENT from SellerSights. The CUSTOMER acknowledges that failure to comply with its non-compete undertaking may create extremely serious and manifestly unlawful problems for SellerSights, which would jeopardize the economic viability and profitability of SellerSights activity, and of which failure to comply is liable to render the contract invalid (art. 1137 [new] Civil Code).
5 Duration of the contract
5.1 Firm and fixed initial duration
5.1.1 The Contract is established and takes effect upon receipt by SellerSights of the CUSTOMER's acceptance under the exact terms of the SellerSights offer (Art. 1118 [new] Civil Code), consisting of the entire document signed by the CUSTOMER and which includes (i) the General Conditions and (ii) the Order Form (the 'Contract'). SellerSights reserves the right to suspend its services at any time as long as the Contract is not actually signed by the CUSTOMER. Consequently, in the absence of a Contract duly signed by the CUSTOMER, any commencement of the provision of services by SellerSights cannot be considered as a manifestation of the will to establish a contract within the meaning of article 1103 [new] of the Civil Code.
5.1.2 The Service is concluded for a firm and determined duration (art. 1212 [new] Civil Code) (the 'Initial Duration') from the date of use of the Service indicated in the Order Form. Consequently, no termination by the CUSTOMER 'for convenience' is possible during the Initial Period.
5.1.3 If the CLIENT does not wish the contract to be renewed (art. 1214 [new] Civil Code) or tacitly renewed (art. 1215 [new] Civil Code) at the end of the initial period, it is the responsibility of of the CUSTOMER to completely cease using the Service at the end of the initial period.
5.2 Tacit renewal of the Contract - extension 5.2.1 At the end of the Initial Term set in the Purchase Order, if the CUSTOMER continues to use the Service and SellerSights does not notify the CUSTOMER of the new amount of the Subscription fees: (i) either the Contract is tacitly renewed (art. 1215 [new] of the Civil Code) with identical content for an indefinite period, the CLIENT undertakes to pay the amount of the subscription fee which is then payable monthly, in advance, and any month already in progress will be due, in proportion to the amount of the subscription fee for the month indicated in the Order Form governing the Initial Term. The subscription fee is then payable until the effective date of termination.
5.2.2 If the contract has been tacitly renewed (art. 1215 [new] of the Civil Code), either party may terminate the contract at any time, subject to a minimum notice of thirty (30) days.
5.3.1 If SellerSights informs the CUSTOMER of the new amount of the applicable Subscription fees after the Initial Term: (i) the parties agree either to conclude an amendment (clause) before the expiration of the Initial Term, or retroactively, in which case the Contract is extended (Art. 1213 [new] Civil Code) under the conditions of price and duration determined in the extension rider; (ii) either the Contract is renewed for an indefinite period (art. 1214 [new] Civil Code) and the CLIENT therefore undertakes to pay the amount of the Subscription per month, in advance, and the Subscription for any month already started will be due. The subscription fee is then due until the effective date of termination.
5.3.2 If the contract has been renewed (art. 1214 [new] Civil Code) for an indefinite period, each party may give notice of termination at any time, subject to prior notice (art. 1211 [new] Code civil) for a minimum period of thirty (30) days.
6 Service availability
6.1 From the date of use of the Service and for the duration of the contractual period indicated in the Purchase Order, SellerSights undertakes to ensure the availability of the Service 24 hours a day, 365 days a year to the extent possible. . The nature of this commitment to availability of the Service is a characteristic of the SellerSights service which complies with the legitimate expectations of the parties (Art. 1166 [new] Civil Code) taking into account the nature, use and amount of the compensation. that the CUSTOMER undertakes to pay SellerSights for the use of the Service.
6.2 The availability of the service 'delivered by the Platform' is guaranteed. By express agreement, the availability of the Service does not take into account (i) the interruptions of operation of the Internet for which SellerSights can in no way be responsible, or (ii) the scheduled maintenance operations of the Software or the Platform for which SellerSights will notify the CUSTOMER with at least three (3) days notice , or (iii) the CUSTOMER's data transmission delays or problems caused by the service providers to which the CUSTOMER subscribes.
6.3 SellerSights reminds the CLIENT that the provision of a connection between the Platform and the CLIENT's computer system is not included in the Service and that it is the CLIENT's responsibility to have a connection to a communication network in order to receive and to transmit the data of the Platform.
6.4 SellerSights REMINDERS THE CUSTOMER THAT THE INTERNET, WHICH ENABLES SellerSights TO PROVIDE THE SERVICE, IS AN OPEN AND INFORMAL NETWORK, ESTABLISHED THROUGH THE INTERNATIONAL INTERCONNECTION OF COMPUTER NETWORKS USING THE TCP / IP PROTOCOL, WITHOUT ANY OBLIGATION TO PROVIDE OR PROVIDE THE SERVICE. QUALITY OF SUPPLY BETWEEN THE OPERATORS OF THESE NETWORKS. ACCORDINGLY, SellerSights CANNOT GUARANTEE THE AVAILABILITY OF THE SERVICE, WHICH DEPENDS ON THE OPERATION OF THE INTERNET, OR THAT USE OF THE SERVICE WILL BE UNINTERRUPTED.
7 Obligation to inform and obligation to collaborate
7.1 As soon as the contract is signed, each party undertakes to perform the contract in good faith (Art. 1104 [new] Civil Code), in particular by cooperating with the other party in the performance of the services for which it is responsible, by example by providing the other party with all necessary or requested documents, details and information, to enable SellerSights to provide the service under the terms of the contract.
7.2 Each party undertakes to appoint a main contact person (who may be the CLIENT's Administrator) who is responsible for the operational monitoring of the execution of the Contract with the other party. This contact person must have the experience, competence, authority and the means necessary for the accomplishment of his mission.
7.3 The CUSTOMER acknowledges having been informed by SellerSights that the establishment and proper use of the Service may depend on the CUSTOMER's ability to train its Users in the use of the Service and in the analysis of the resulting statistics, and possibly to adapt some of its internal organizational and / or operating processes.
8 Financial conditions
8.1 General provisions
8.1.1 The amount and terms of payment of execution costs and subscription costs (as well as any other amount owed by the CUSTOMER for additional services) are detailed in the Order Form and are expressed exclusive of tax. The CUSTOMER is solely responsible for the payment of subscription fees and the payment of taxes and / or duties relating to the execution of the Contract. Unless otherwise specified in the Purchase Order and in general terms, SellerSights invoices are payable in advance, within a maximum period of thirty (30) days from the date of invoice.
8.1.2 The price of the Subscription represents the compensation that the CUSTOMER undertakes to pay SellerSights to receive the Service. The CUSTOMER acknowledges that the amount of the Subscription was negotiated when the Contract was concluded and was not unilaterally set by SellerSights without the CUSTOMER's consent (Art. 1164 and 1165 [new] Civil Code). By mutual agreement between the parties, the amount of the subscription fee was determined by balancing (i) the number of services included in the Service; (ii) the essential and explicit attributes of the Service (Art. 1133 [new] Civil Code), (iii) the attributes of the Service in accordance with the legitimate expectations of the CLIENT and SellerSights (Art. 1166 [new] Civil Code).
8.2 Late payment and suspension of performance
8.2.1 The CUSTOMER's respect for payment deadlines for Subscription fees constitutes an explicit essential attribute of the performance expected by SellerSights (Art. 1133 [new] Civil Code). Any delay in payment by the CLIENT exceeding thirty (30) days after the contractually agreed deadline and after a reminder by email from SellerSights to the CLIENT, is considered as a sufficiently serious failure of the CLIENT (Art. 1219 [new] Civil Code ) to allow SellerSights to immediately suspend the provision of the Service, with simultaneous notification to the CUSTOMER by SellerSights, without further notice or formality of any kind.
8.2.2 In accordance with Article L. 441-6 of the Commercial Code, in the event of non-payment of all or part of the Subscription fee (or any other sum owed by the CUSTOMER under the Contract) in the contractual deadlines, (i) any unpaid sum will automatically produce daily interest until the date of full payment of the principal, interest, fees and related expenses, at a rate equal to FIVE (5) times the rate of 'legal interest, without a reminder being necessary and without prejudice to the damages that SellerSights reserves the right to legally pursue; (ii) in accordance with Article L. 441-6 of the Commercial Code, a 'lump sum compensation for recovery costs', the amount of which is set in Article D.441-5 of the Commercial Code, will automatically be due for each invoice concerned. In accordance with Article L. 441-6 of the Commercial Code, the collection costs, documented on the invoice, the sums due by the CLIENT (procedural costs, expenses, disbursements and legal fees and bailiffs) are deemed to constitute an expense related to the claim of SellerSights and are entirely the responsibility of the CLIENT.
8.3 Withholding tax If the CLIENT's country of residence imposes a withholding tax system on payments made by the CLIENT to SellerSights under the Contract, the CLIENT undertakes, without delay, (i) to pay the relevant withholding tax to its tax authority at the lowest possible rate and (ii) to deduct the amount of withholding tax from the sums due to SellerSights. The CUSTOMER then undertakes to transmit to SellerSights within thirty (30) days following the payment of the withholding tax by the CUSTOMER to its tax administration, (i) the bank proof of payment of the withholding at source and ( ii) all official documents and evidence produced by the tax authorities to enable SellerSights to carry out all procedures for the reimbursement of withholding tax paid by the CUSTOMER to his own account.
9 Liability and insurance
9.1 SellerSights reminds the CUSTOMER that the Software and the Service allow the CUSTOMER to improve the relevance or effectiveness of their company's marketing function, and that the service also supports CUSTOMER decision-making, in particular sales decisions. , but that the service is not likely to affect the operation of the CLIENT's business (production of the CLIENT's products or services). SellerSights is responsible for direct, immediate (Art. 1231-4 [new] Civil Code) and foreseeable (Art. 1231-3 [new] Civil Code) damages caused by partial or total poor performance of the service which can be proven by the CUSTOMER. SellerSights is in no way responsible for indirect, unforeseeable or consequential damages caused by the partial or total failure to perform the Service, including the cost of obtaining the software or providing a substitute service for the Software or the Service.
9.2 In any event, the total amount of SellerSights' financial responsibility is limited to the amount of the fees paid by the CUSTOMER for the last twelve (12) months of actual use of the Service (Art. 1231-3 [new] Code Civil), except in the case of (i) bodily injury, (ii) gross or fraudulent fault by SellerSights (Art. 1231-3 [new] Civil Code), or (iii) infringement by SellerSights of intellectual property rights a third party or (iv) failure by SellerSights to comply with the criminally sanctioned obligations of the GDPR. The CUSTOMER can only hold SellerSights responsible for one (1) year from the occurrence of the violation in question.
10.1 Termination for sufficiently serious violation or failure to comply with an explicit essential characteristic.
The contract is immediately and automatically terminated if a party does not remedy (i) a sufficiently serious breach (art. 1224 [new] civil code) of one of its contractual obligations, or (ii) an explicit essential characteristic of the contract. service (art. 1133 [new] civil code) within thirty (30) days of notification by the other party of the obligation to put an end to this breach.
10.2 Consequences of termination
10.2.1 The termination of a purchase order does not imply the termination of other purchase orders in progress, nor of the general conditions, and does not prevent the parties from entering into other purchase orders. . At the end of the Initial Term or on the effective date of termination, the CUSTOMER undertakes to immediately stop using the Service and SellerSights will then be entitled to interrupt the Service for the benefit of the CUSTOMER and its Users without further formalities. that the simple recognition of the end of the term of the Contract.
10.2.2 At the end of the term of the Contract, for whatever reason, SellerSights is not required to ensure any form of continuity of the service provided under the Service, this lack of continuity of the service constituting (i) critical information for the consent of SellerSights (Art. 1112-1 [new] Civil Code) and (ii) an essential feature of the service (Art. 1133 [new] Civil Code) provided by SellerSights.
In accordance with article 1230 [new] of the Civil Code, at the end of the term of the contract or at the entry into force of the termination of the Contract, whatever the reason and / or the basis, the stipulations which inherently survive upon termination of the Contract (including confidentiality, non-competition agreement, obligations under the GDPR, attribution of jurisdiction, etc.
11 Service and software guarantees 11.1 SellerSights warrants (i) that the Software is original and (ii) that it owns all intellectual property rights in the Software, subject to any module of the Software having an 'Open Source' license or that it has the right grant a license to the CUSTOMER to use any additional module of the Software chosen by the CUSTOMER and included in the Service, the intellectual property rights of which are held by a third party who has granted the use to SellerSights so that the latter can at its in turn validly grant the use to the CLIENT under the conditions provided for in the Contract.
12 Maintenance / Assistance / Support
12.1 Assistance / support in using the
service SellerSights provides assistance (support) relating to the use of the Service in French and / or in English, by email and by telephone for the benefit of the Administrator only, at the times defined in the Order Form. The cost of this service is included in the price of the subscription. Only the Administrator designated by the CUSTOMER has access to Maintenance, but in no case the Users.
12.2 Maintenance: correction of software bugs
12.2.1 SellerSights undertakes to take into account the CUSTOMER's maintenance request as soon as possible. As soon as SellerSights registers a written request from the CUSTOMER Administrator to take action (the 'Report' of a Bug), SellerSights undertakes to acknowledge receipt of the request and to take action as quickly as possible to reproduce and correct the reported major or blocking bug.
12.2.2 SellerSights provides the CUSTOMER, by remote maintenance, email, etc. the information necessary to enable it to attempt to resolve any major or blocking Bug as soon as it is reported. Once the Major Bug or Blocker has been identified and reproduced by SellerSights, SellerSights undertakes to install, as soon as possible, a correction to the Software instructions that are the cause of the Major Bug or Blocker on the Platform. SellerSights may do this by installing a temporary workaround, an update, or a new version of the software.
12.2.3 By express agreement between the parties, the right to use the Software granted by SellerSights to the CLIENT as part of the Service (and only for the duration of the contract) constitutes the provision of a copy of the Software within the meaning of articles 1709 and following of the Civil Code. In this regard, SellerSights cannot guarantee that the Software will function without error. The parties recognize that the technical state of the software does not allow SellerSights to guarantee that it will be able to correct all the anomalies, errors, bugs or latent defects likely to affect the Software. In accordance with Art. 1133 [new] Civil Code, by signing the Contract, the CLIENT expressly accepts this risk, inherent in the development and use of the software, and consequently waives any error relating to the quality of the Software or the Service.
12.3 Updates and new versions
Updates and / or new versions of the Software are provided to the CUSTOMER, installed and put into production on the Platform by SellerSights, without intervention by the CUSTOMER, at a frequency of which SellerSights remains the sole judge. The terms of the Contract, in particular the right to use the Software granted to the CUSTOMER, apply to any update or new version installed by SellerSights on the Platform. As part of the development of its Software, SellerSights reserves the right to freely modify its functionalities, without removing the functionalities of the Software described in the Order Form.
12.4 Software maintenance limits To benefit from Maintenance, the CLIENT's Administrator is required to (i) promptly send SellerSights a Report of any possible Bug and send SellerSights any information necessary or useful to locate and reproduce the Bug without delay;
(ii) make the Administrator available to SellerSights, and allow SellerSights to contact any user who could provide any useful information on the reported Bug in order to reproduce it.
13 General provisions
13.1.1 Information relating to the Contract and the stipulations contained therein, more particularly the CLIENT's data processed by the Service and, in general but not limited to, the business plan of the parties and their present and future activities, their personnel, their know-how, whether this information is obtained directly or indirectly from the other party, its employees, subcontractors, agents or service providers, are considered confidential. Confidential information is provided 'as is' without warranty, express or implied, as to its accuracy or completeness. The following does not constitute confidential information:
(i) information available to the public without breach of the terms of the contract by the party who discloses or uses it;
(ii) information validly held by one party before its disclosure by the other party;
(iii) information validly obtained from a third party authorized to transfer or disclose such information without breach of an obligation of confidentiality.
13.1.2 Each party undertakes (i) not to use confidential information, for any reason whatsoever, except in execution of the rights and obligations arising from the Contract, (ii) not to disclose confidential information to anyone, by any means whatsoever, except those of their employees, service providers or subcontractors for whom this information is necessary for the performance of the Contract, during the term of the contract and for five (5) years after its termination, whatever the cause.
13.1.3 For the protection of the confidential information of the other party, each party undertakes to take the minimum protective measures that it would take to protect its own confidential information and undertakes to ensure that its employees, service providers of services and subcontractors having access to confidential information have signed, before any disclosure for their benefit, a confidentiality agreement whose obligations are equivalent to those set out in this clause.
13.1.4 Each party acknowledges that any party who uses or discloses confidential information obtained from the other party during negotiations without authorization is liable under general law (article 1112-2 [new] civil code).
13.2 Force majeure
13.2.1 Neither party is liable for the non-performance of any of its contractual obligations due to the occurrence of an event of force majeure, understood as an event (i) beyond the control of the party (ii) which could not reasonably have been foreseen at the time of the conclusion of the Contract, and (iii) whose effects cannot be avoided by appropriate measures (art. 1218 [new] Civil Code).
13.2.2 During the period of force majeure, if the impediment is temporary, the force majeure event suspends the performance of its obligations by the party invoking it, unless the resulting delay justifies termination of the contract (with the exception of the obligation to pay the contractual amounts due on the date of the occurrence of the force majeure event). If the impediment is final, the contract is terminated and the parties are released from their obligations, subject to notification of this termination by the most diligent of the two parties. In all cases, the party affected by force majeure must take the appropriate measures (art. 1218 [new] Civil Code) in order to avoid, eliminate or reduce the causes of the delay and resume the execution of its actions. obligations as soon as the invoked event has disappeared.
13.3 Use of the CLIENT's name for reference
The CLIENT expressly authorizes SellerSights, upon signing the General Conditions, to use the CLIENT's name / logo / brands, in strict compliance with the CLIENT's graphic charter, only as a commercial reference (list of SellerSights client references and announcements public on the professional social networks of SellerSights), to the exclusion of any other use which would be subject to the prior authorization of the CUSTOMER. The listing of the CUSTOMER on the public list of SellerSights customers is an explicit essential characteristic for SellerSights (art. 1133 [new] Civil Code) of the service expected by the CUSTOMER.
13.4 Autonomy of stipulations
The contract replaces and cancels all previous agreements or contracts, written or oral, between the parties concerning the same services. In the event that a provision of the Contract is deemed invalid or unwritten by a court decision having the force of res judicata and becoming the final decision of the court, the parties agree to try to limit, as far as possible, the scope of this invalidity so that the other contractual provisions remain in force and that the economic balance of the Contract is respected. In this case, the parties agree to renegotiate in good faith (art. 1104 [new] civil code) the drafting of a new clause replacing the clause thus declared void, unless the cause of nullity which affects the clause constitutes an essential element. the agreement of the parties or of one of them, in which case this nullity entails the cancellation of the entire document (art. 1184 [new] civil code).
13.5 Transfer of the contract
The contract may not be transferred, in whole or in part, free of charge or against payment, by the CLIENT to a third party, except with the prior written consent of SellerSights (art. 1216 par. 2 [new] Civil Code). The assignment of the contract takes effect from the written acknowledgment (under penalty of termination - art. 1216 para. 3 [new] Civil Code) by SellerSights. The CLIENT and the assignee remain jointly and severally liable towards SellerSights for strict compliance with the Contract by the assignee (Art. 1216-1 [new] Civil Code).
13.6 Notification and calculation of deadlines
Each party elects domicile at its head office. Any notification (notice, report, approval or consent) required or necessary under the contract must be in writing and is deemed validly given if (i) it is delivered by hand to the recipient by signing two (2) original copies. (including one (1) for the recipient) or (ii) by registered letter with acknowledgment of receipt to the other party, or (iii) by express courier service against the signature of an acknowledgment of receipt. Unless otherwise specified in a clause of the contract, the deadlines are counted per calendar day, a week comprising six (6) working days and five (5) working days. Any period calculated from the receipt of a notice runs from the first attempt at delivery to the addressee, the postmark being taken as proof, as well as the acknowledgment of receipt of the express mail service or the handwritten date of the letter delivered by hand. If action needs to be taken or if notification is due on a particular date or deadline and that date is not a business day, the action in question may be postponed to the next business day.
14 Applicable law and attribution of jurisdiction The contract is governed by French law, both for the formal rules and for the substantive rules. In the event of translation of the Contract into a foreign language, only the French version of the Contract is authentic between the parties. IN THE ABSENCE OF MUTUAL AGREEMENT BETWEEN THE PARTIES FOR ANY DISPUTE RELATING TO THE INTERPRETATION, EXECUTION OR TERMINATION OF THIS CONTRACT, in accordance with article 48 of the Code of Civil Procedure and only if the CLIENT is a commercial company . JURISDICTION IS EXPRESSLY ASSIGNED TO THE PARIS COMMERCIAL COURT, EVEN FOR INTERMEDIATE PROCEDURES, with the exception of material or territorial powers which cannot be contractually waived.