SaaS ("Software as a Service") general conditions

This document (hereinafter "Terms of service") defines the general conditions of use of the Platform made available by COSMIC DATA (Cosmic Data company with a capital of 2000 euros, identified in the Trade Register under number 889 770 418 00016 of which the head office is at ANGLET 64) and is intended to govern its use, including all content and functionality accessible on the Platform as defined below.

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ARTICLE I. DEFINITIONS

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The names and expressions defined below have, within the framework of this Contract, the following meaning:

- Subscription: refers to the right of access to COSMIC DATA offered in SaaS.

- Administrator: refers to any natural person designated as such by the Customer when registering for the Services or subsequently and responsible for liaising between COSMIC DATA and the Users.

- Order Form: refers to the summary document of the Services signed by the Customer and COSMIC DATA which is appended to this Contract.

- Client: refers to any natural or legal person having signed a Contract with COSMIC DATA in return for payment of an annual subscription

- Contract: refers to this document accompanied by the Order Form as well as any subsequent order or any amendment.

- COSMIC DATA: refers to the software solution for collecting, analyzing and, depending on the subscription option ordered, responding to opinions and comments from Internet users on social networks, Facebook, Instagram, Google My Business and Trip Advisor concerning the Client and its competitors, edited by COSMIC DATA and offered in SaaS to Clients.

- Service (s): refers to the COSMIC DATA software and the services offered by COSMIC DATA (Subscription, support and maintenance, hosting, and additional services defined in the Order Form).

- User (s): refers to any natural person who has been designated as user by the Customer. The user is identified by a name (login) associated with a password.
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ARTICLE II. OBJECT

The purpose of this Contract is to define the terms and conditions under which COSMIC DATA provides the Customer with access to the Services, and the terms and conditions under which the Customer accesses and uses these Services.

Any access to the Services assumes knowledge of this Contract and their acceptance by the Customer. This Contract is accompanied by the Purchase Order. In the event of a contradiction between one or more stipulations appearing in any of these various documents, the Order Form shall prevail.

These general conditions are accepted without modification by the User, except in particular negotiation with COSMIC DATA.

The Services are of two kinds:

Standard Service: COSMIC DATA provides the Customer with an account and the Customer administers the collection of opinions and comments from Internet users on the aforementioned social networks and the possible response to these opinions or comments;
Response Service: COSMIC DATA provides the Customer with an account and COSMIC DATA manages the collection of opinions and comments from Internet users on the aforementioned social networks and, according to the instructions and recommendations previously defined by the Customer, the possible response. to such opinions or comments;
Statistics Department: COSMIC DATA provides the Client with an account and establishes statistics concerning the opinions and comments of Internet users on the aforementioned social networks;
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ARTICLE III. DESCRIPTION OF SERVICES - RIGHTS OF USE - SUPPORT AND MAINTENANCE

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The Services provided by COSMIC DATA to the Customer are defined in the Order Form and may in particular include:
- Definition of the services: Standard Services, Response Services, Statistics Service;
- Access to COSMIC DATA including a support and maintenance service.
- Provisions of services defined in the Order Form.

DATAJOY reserves the right, at any time, to make changes or improvements to all or part of the Services or these general conditions with 8 days' notice without the Customer and the User being able to claim any compensation.

Unless expressly provided otherwise, any new feature that improves one or more existing Services or any new online service provided by COSMIC DATA will apply as part of the Subscription.

COSMIC DATA grants the Customer a personal, non-exclusive, non-assignable and non-transferable right to use the Services, for the duration of the Contract, in accordance with the Contract and for the whole world. The Customer may not under any circumstances make the Services available to a third party, and strictly refrain from any other use, in particular any adaptation, modification, translation, arrangement, distribution, decompilation, without this list being exhaustive.

COSMIC DATA provides support, corrective, evolutionary and regulatory software maintenance. The support service for handling anomalies is available Monday to Friday from 9:30 am to 5:30 pm at COSMIC DATA email address: support@cosmic-data.io

COSMIC DATA does not guarantee the correction of an anomaly in the following cases:

Customer's refusal to collaborate with COSMIC DATA in resolving anomalies and in particular to respond to questions and requests for information;
use of the Services in a manner inconsistent with their intended purpose;
unauthorized modification of the Services by the Customer or by a third party;
failure of the Client to fulfill its obligations under the Contract;
implementation or integration or interfacing of software packages, software or operating system not compatible with the Services;
failure of electronic communication networks;
willful act of degradation, malicious intent, sabotage;
deterioration due to force majeure, as defined below.
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ARTICLE IV. CONDITIONS OF ACCESS TO SERVICES

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The Customer can access the Services after having signed a Contract with COSMIC DATA and provided the information (on Users and companies) necessary for opening the Service and requested by COSMIC DATA.

The use of the Services requires access to the Internet beforehand, it being specified that any corresponding costs, in particular telephone communications, are the sole responsibility of the Customer. A period of 7 days may be necessary before any opening of rights by COSMIC DATA.
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ARTICLE V. CONFIDENTIAL CODES AND IDENTIFIERS FOR ACCESS TO SERVICES - AUDIT

To access the Services, each User must enter the username and password they will have received at the email address provided when requesting the opening of rights.

The Administrator defines access profiles to COSMIC DATA and to data based on which will be determined the types of data and information to which Users can access.

In this context, the Customer and its Users are solely responsible for the confidentiality of the username and passwords and for any actions that may be taken under these username and / or passwords. The Customer undertakes to immediately inform COSMIC DATA of any unauthorized use of a User's identifier and / or password and / or of any breach of security. COSMIC DATA cannot be held responsible for any loss or damage resulting from the use by the Customer and its Users or any third party (authorized or not) of confidential codes and identifiers for accessing the Services.
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ARTICLE VI. AUDIT

COSMIC DATA reserves the right, subject to informing the Client in advance in writing with thirty (30) days' notice, to carry out an audit once a year to verify that the Client is using COSMIC DATA in accordance with the conditions. listed in the Purchase Order. If the audit reveals that the Customer has a number of Users greater than that indicated in the Order Form, the Customer undertakes to immediately pay COSMIC DATA any additional User at the rate in force.

The Client undertakes to pay or reimburse COSMIC DATA, at COSMIC DATA's first written request, all reasonable expenses that it will have actually incurred for the performance of the audit. The information collected during the audit and the results of the audit will be considered Confidential Client Information and subject to the conditions of ARTICLE XV below.

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ARTICLE VII. PRICES AND TERMS OF PAYMENT

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- Price:

The price of the Services is composed as follows:
The price of the Subscription is mentioned in the Order Form. It includes the annual Subscription price as well as the cost of annual maintenance and support services and hosting.
Any other additional service defined in the Order Form not included in the price of the Subscription will be billed additionally to the Customer.

The Customer is responsible for the payment of all sums invoiced under the Contract.

The prices of the Services may vary depending on the evolution of the services offered. The price of the Services is subject to indexation on January 1 of each year, depending on the variation of the Syntec index according to the formula P1 = P0x (S1 / S0) x 1.01 P1: maximum price of tariff revision for the year n + 1 P0: contractual price for year n S0: reference SYNTEC index used on January 1 of the current year (n) S1: last index published on the revision date on January 1 of the year n + 1.

- Billing methods:

The Subscription is invoiced as mentioned in the Order Form. Otherwise, the Subscription will be billed annually. The first invoicing occurs when the rights (creation of the company account and the associated administrator account in its systems) are opened by COSMIC DATA which will be materialized by an email sent to the Customer, the first invoice includes the commissioning costs (set up ).

Any additional services used by the Customer on COSMIC DATA are invoiced in accordance with the Order Form.

Specific services (developments, training, configuration, input assistance, etc.) are invoiced 100% upon ordering, upon signing a specific order between the Customer and COSMIC DATA.

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- Payment terms :

Invoices are payable 30 days net, date of invoice. In the event of non-payment within the contractual deadlines, any unpaid sum will automatically bear interest overnight until the date of its full payment in principal, interest, costs and accessories, at a rate equal to three (3) times the legal interest rate in force, without any prior formalities, and without prejudice to the damages that COSMIC DATA reserves the right to seek in a judicial manner. In the event of unpaid sums, COSMIC DATA may automatically invoice the Customer the sum of 40 euros as a lump sum recovery indemnity, notwithstanding the possibility for COSMIC DATA to invoice the Customer an additional sum, after production of a justification. , if the said collection costs are greater than this sum.

COSMIC DATA reserves the right, in particular in the event of a delay or payment incident, including in the event of a financial lease, to suspend access to the Services at the end of a period of 10 days after sending the a formal notice by registered letter with acknowledgment of receipt remained unsuccessful.

The costs of restoring the Services will be borne by the Customer. In the event of suspension of access to the Services, the financial obligations owed by the Customer will not be extinguished. If, after a period of fifteen days, the suspension measure remains ineffective, or in the event of repeated late payments, COSMIC DATA may terminate the Service Contract under the conditions provided for in Article IX of the Contract.

- In the event of financing by financial leasing, the deadlines will be taken by the lessor.
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ARTICLE VIII. MODIFICATIONS OF THE CONTRACT

The Customer can modify (increase in the number of Users) the Services subscribed by simple registered letter with acknowledgment of receipt sent to COSMIC DATA. This modification takes effect the month following that in which the modification request was made and notified and COSMIC DATA, on the same date as that of the subscription of the Contract. In addition, the modifications requested by the Customer may give rise, for some of them, to invoicing.

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ARTICLE IX. DURATION OF THE CONTRACT - TERMINATION

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The Contract is concluded for the period defined in the Order Form (hereinafter the “Initial Period”), it is renewable by tacit agreement under the same conditions and for the same duration as the Initial Period, unless otherwise provided in the Order. control.

The Customer may terminate the Contract by registered letter with acknowledgment of receipt sent to COSMIC DATAat least two months before the end of the Initial Period or of each renewal period of the Contract. Termination of the Contract will be effective at the end of the term of the current Contract when the registered letter is sent.

The Contract can be terminated by COSMIC DATA or the Customer at any time after formal notice by registered letter with acknowledgment of receipt which has remained unsuccessful after the expiry of a period of 30 days, without the other party being able to claim any compensation. , in the event of failure by one of the parties to fulfill one of its essential contractual obligations. Payment by the Customer of any sums due to COSMIC DATA SA is considered an essential obligation under the Contract.
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ARTICLE X. DECLARATIONS AND OBLIGATIONS OF THE CUSTOMER

10.1 The Customer undertakes to comply in particular with the applicable regulations in terms of intellectual property, protection of personal data and respect for privacy.

10.2 The Customer declares to accept the characteristics and limits of the Internet, and in particular recognizes:
be aware of the nature of the Internet and in particular its technical performance and response times for consulting, querying or transferring information;
that the data circulating on the Internet are not protected in particular against possible diversions; Any communication by the Customer and its Users of passwords, confidential codes and in general, any information deemed by the Customer "confidential" is made at its own risk;
that data circulating on the Internet can be regulated in terms of use or be protected by a property right. The Customer and its Users are solely responsible for the use of the data they consult, query and transfer on the Internet;
that it is the Customer's responsibility to take all appropriate measures to protect their own data and / or software from contamination by any viruses circulating on the Internet;
is prohibited from copying, reproducing, decompiling, extracting by any computer means, all or part of the COSMIC DATA platform.

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10.3 In the event of violation by the Client or its Users of any of the obligations set out above or of one of the provisions of the Contract, COSMIC DATA reserves the right to suspend access to the Services without notice.
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ARTICLE XI. PROPERTY

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- The domain names of the sites operated by COSMIC DATA, the logos associated with them and all other logos, product and service names, the computer programs and algorithms operated by COSMIC DATA are the property of COSMIC DATA. Without the express authorization of DATAJOY, the Customer undertakes not to use or distribute in any way the brands of which COSMIC DATA is the holder.

- The data belonging to the Customer on the sites operated by COSMIC DATA, are and remain the property of the Customer. COSMIC DATA undertakes to keep this data confidential, not to make any copy of the data, other than for technical reasons, or to make any use of it other than that provided for the execution of this Contract.
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ARTICLE XII. REVERSIBILITY

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In the event of termination of the Contract for any reason whatsoever, the Customer may repatriate at his own expense on his own system the data hosted on the sites operated by COSMIC DATA. COSMIC DATA can assist the Customer on request and against invoicing.

Failing this, at the end of the Contract for any reason whatsoever, the Customer will no longer have access to the Services and consequently to the data and information hosted in COSMIC DATA.
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ARTICLE XIII. QUALITY OF SERVICES

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COSMIC DATA undertakes to implement all the means at its disposal to ensure the permanence, continuity and quality of the Services. COSMIC DATA however reserves the right to suspend accessibility to the Services for any maintenance or improvement interventions in order to ensure the proper functioning of the Services.

The Service is active 24 hours a day, 7 days a week. In the event of an incident on its network, COSMIC DATA undertakes from Monday to Friday from 9.30 a.m. to 5.30 p.m. to make its best efforts to restore access to the Services within 24 hours. This period starts from the notification of the incident by the Customer to COSMIC DATA.
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ARTICLE XIV. GUARANTEE OF EVICTION- RESPONSIBILITY OF DATAJOY

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COSMIC DATA declares and guarantees that it is the owner of all intellectual property rights which allow it to enter into the Contract. COSMIC DATA declares and guarantees that, to its knowledge, COSMIC DATA is not likely to infringe the rights of third parties.

COSMIC DATA is bound by the Contract to an obligation of means. COSMIC DATA cannot be held responsible for any direct or indirect damage of any kind (such as commercial or financial damage, or operating losses that would affect the Customer) resulting from any impossibility of access to the Services, any use of the Services, including any loss of data, provided that the damage does not result from the direct and legally proven responsibility of COSMIC DATA. Any compensation from COSMIC DATA is capped at the price paid by the Customer for the duration of the Purchase Order. In any event, COSMIC DATA cannot be held liable in the event of force majeure or facts beyond its control.

DATAJOY cannot be held responsible for the quality and content of the data collected in COSMIC DATA and their processing, including with regard to the protection of privacy and personal data processed by the Customer. In the event of a Response Service, COSMIC DATA will apply the Customer's instructions or recommendations as part of an obligation of means and will not be responsible in the event of a procedure initiated by an Internet user, if COSMIC DATA has complied with these instructions and recommendations.

Except Response Service, COSMIC DATA has no control over the services offered by its Customers and over the data and documentation incorporated into COSMIC DATA by these Customers. Consequently, COSMIC DATA cannot be held responsible in the event of a lack of reliability or authenticity of this information, data or this documentation, nor in the event of damage suffered by the Customer as a result of the use of these services.

COSMIC DATA excludes all liability in the event of loss of Customer data.

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ARTICLE XV. PERSONAL DATA

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COSMIC DATA does not collect or process any personal data, except Response Service. In the event of a Response Service or Statistical Service, COSMIC DATA does not keep any personal data and in the event of the need for storage, it anonymizes them after execution of the Service. Where applicable, in the event of processing of personal data by COSMIC DATA at the Customer's request, the Customer acknowledges and accepts that COSMIC DATA processes the data hosted in its name and on its instructions in order to perform its obligations, as a sub - processor within the meaning of the regulations for the protection of personal data.

In the latter case, COSMIC DATA undertakes to:

- process the personal data collected within the strict and necessary framework of COSMIC DATA and, in general, to act only on the sole documented instruction of the Customer;
- ensure that the persons authorized to process personal data undertake to respect confidentiality and receive the necessary training in the protection of personal data;
- take all necessary measures to ensure the security of the processing;
- help the Client, as far as possible, to fulfill his obligation to respond to the requests submitted to him by data subjects in order to exercise their rights;
- help the Customer to guarantee compliance with the obligations relating to the security of personal data as provided for in Articles 32 to 36 of the GDPR;
- provide the Customer with all the information necessary to demonstrate compliance with his obligations;
- inform the Customer immediately if, in their opinion, an instruction constitutes a violation of the GDPR or other provisions relating to data protection.

The Customer agrees to comply with the legislation relating to data protection and in particular to:

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- collect personal data in a fair and transparent manner;
- allow data subjects to exercise all of their rights (right of access, opposition, rectification, right to be forgotten, etc.) in accordance with the GDPR;
- inform COSMIC DATA of a request by a person to exercise their rights, when their intervention is necessary, within 72 hours;
- put in place the useful technical and organizational measures to preserve the confidentiality and security of personal data, and in particular, protect personal data against accidental or unlawful destruction, accidental loss, alteration, dissemination or unauthorized access, as well as, against any form of unlawful processing.

The User guarantees that the instructions he communicates to COSMIC DATA will comply with the applicable regulations on the protection of personal data and undertakes not to put COSMIC DATA in a situation of breach of its contractual obligations and the applicable law in matter.

COSMIC DATA also undertakes to:

- take all necessary precautions to preserve the confidentiality and security of personal data, and in particular, prevent them from being distorted, damaged or communicated to unauthorized third parties, and more generally, to implement all measures appropriate techniques and organization to protect personal data against accidental or unlawful destruction, accidental loss, alteration, unauthorized dissemination or access, as well as against any form of unlawful processing, it being specified that these measures must ensure an appropriate level of security with regard to the risks presented by the processing and the nature of the data to be protected;

- notify the Client of any personal data breach as soon as possible after becoming aware of it, in particular in order to allow the Client to comply with the obligation to notify the competent supervisory authority of any data breach as soon as possible. deadlines and, if possible, 72 hours at the latest after becoming aware of it, as referred to in Article 33 of the GDPR;

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- set up appropriate assistance, at the Customer's expense, such as the measures necessary for the protection of personal data in the event of a data breach;

- depending on the Customer's choice and at his expense, delete all personal data or send them back to the Customer at the end of the Contract under the conditions specified in Article XII, and destroy the existing copies, unless the legislation in force does not require the retention of personal data.

The User acknowledges that the resources implemented within the framework of COSMIC DATA by COSMIC DATA constitute sufficient guarantees of the compliance of COSMIC DATA and its services with the regulations.

COSMIC DATA will provide at the Customer's request any information necessary to demonstrate compliance with the obligations provided for herein. Failing that, or if the Client considers it reasonably necessary to carry out an audit of the DATAJOY solution in accordance with the regulations and the Contract, COSMIC DATA accepts such an audit carried out by a reputable independent auditor, not competing with COSMIC DATA's activities, within the limit one audit per year.

This independent auditor is chosen by the Client and accepted by COSMIC DATA. He has the required professional qualifications and is subject to a confidentiality agreement. The parties acknowledge that all reports and information obtained as part of this audit are confidential information. The start date of the audit, the duration and the scope of the audit are defined by mutual agreement by the parties with a minimum notice of 30 working days. The audit can only be carried out during the opening hours of COSMIC DATA or its subcontractors and in a way that does not disrupt COSMIC DATA's activity. The audit does not include access to any systems, information or data unrelated to processing carried out under COSMIC DATA nor physical access to the servers on which the solution is saved. The Client bears all the costs incurred by the audit, including but not limited to the auditor's fees, and reimburses COSMIC DATA all the expenses and costs incurred by this audit, including the time spent on the audit. based on the average hourly rate of COSMIC DATA staff who collaborated in the audit.

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ARTICLE XVI - TERMINATION

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This Contract may be terminated automatically, without further formality, in the event of failure by one of the parties not remedied eight days after the date of receipt of a written notice, sent by registered mail with acknowledgment of receipt sent to the failing part.

ARTICLE XVII - COMMUNICATION

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The parties agree to issue a joint press release announcing the signing of this Agreement.

In addition, each party grants the other the right to use its name and logo in all of its sales and marketing materials and on its website, including for commercial reference.

 

ARTICLE XVIII. FORCE MAJEURE

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Neither Party shall be held liable vis-à-vis the other Party for non-performance, partial performance or delays in the performance of an obligation of the Contract which would be due to the occurrence of a case of force majeure usually recognized by the case law of the Court of Cassation, including epidemics, pandemics, confinement, breakdown or dysfunction of a computer network or the Internet. The case of force majeure suspends the obligations of the party arising from the Contract for the duration of its existence.
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ARTICLE XIX - MODIFICATION OF THE GENERAL CONDITIONS

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In the event that COSMIC DATA makes changes to these General Subscription Conditions, it will notify the Customer in writing subject to two (2) months' notice before the said changes come into force. During this period, the Customer will be free to terminate the Contract by written notification to DATAJOY. Any use of COSMIC DATA or the Services by the Customer after this two (2) month period will constitute acceptance of the new General Conditions of Subscription.
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ARTICLE XX - APPLICABLE LAW - JURISDICTION

This agreement is governed exclusively by French law.

For any dispute relating to the interpretation, execution, termination, breach of the Contract or related thereto, in the absence of an amicable agreement sought for a maximum of 15 days from the written notification of a dispute by one of the Parties, the Commercial Court of Bayonne has exclusive jurisdiction in the event of litigation, including in the event of summary proceedings, multiple defendants or warranty claims.

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