This Agreement, which governs the Customer’s access to and use of Progis’ Services, is made and entered into by and between Progis (a French company, with a capital of 67 500 Euros, whose registered office is at 6 rue de la Grange Ory, 94230 Cachan (hereafter the “Provider”) and the customer identified in the Registration Form (the “Customer”).

The Customer, after reviewing the Service’s features would like to be authorized for access and use thereof.

In order to benefit from the Services, the Customer must agree to these terms of service (the “Terms”). If the Customer does not agree to these Terms, the Customer is not permitted to use the Services.

The Representative accepts and agrees to these Terms on the behalf of the company or organization identified in the Registration Form as its authorized legal representative, by doing either of the following: “checking the box displayed at the beginning of these terms” and/or “clicking an “Agree” or similar button”, or by doing any similar action.

The Representative that accepts and agrees to these Terms represents that he has the right and authority to legally bind the Customer to enter into this Agreement.

The Services must be used for business purposes only. Non professional use of the Services is not authorized.

ARTICLE 1 PREREQUISITES

The Services interact with Google MAPS API Service.

The Customer must have a valid and ongoing contract enabling it to use Google MAPS API Service in order to be able to use the Services.

The Users must download Youmaps mobile application, either on an Android or an Apple device, in order to be able to access and use the Services using a mobile device.

ARTICLE 2 TERM - RENEWAL

The Agreement shall commence on the Effective Date and, subject to the provisions of the Agreement, will remain in effect for the Initial Term.

The Agreement will automatically be renewed for same periods as the Initial Term, unless either Party informs the other of its intent not to renew the Agreement at least one business day prior to the end of the ongoing contractual term.

This information may be given by one Party to the other:
- either by using the online tool,
- or by providing written notice by email (for the Provider: support@youmaps.work and for the Client: the Representative’s email address as registered on its account).

ARTICLE 3 ACCESS TO THE SERVICES

3.1 Technical and Contractual Prerequisites

Service access requires using a minimum configuration compliant with the specifications described in the “Technical Description” Appendix.

The Customer hereby acknowledges having the skills and resources required for using the Service.

As mentioned above, the Customer acknowledges that using the Service requires having a valid MAPS API Service contract throughout the entire Agreement duration in order to effectively use the Service.

Any interruption or suspension of the MAPS API Service contract or the corresponding service, regardless of the reason it occurs, shall prevent effective Services use by the Customer.

3.2 Account and User IDs

The Representative’s account shall be automatically created when the Agreement is signed.

The Representative may then add – and delete – Users by following the process described on the Provider Website.

For each User added, an account shall be created for the new User. The latter’s account shall be automatically deleted if said User is deleted by the Representative.

In order to access the User account, the User must use the password sent on the e-mail address as recorded by the Representative.

User IDs are personal and must be kept strictly confidential by Users.

Users must not lend or entrust their User IDs to other Users or third parties in any manner whatsoever, whether they are Customer employees or not.

As a precaution, the Provider recommends changing the passwords periodically. The passwords must be changed immediately by the Customer if it is suspected that a User ID has been disclosed without authorization or stolen.

In particular, Users are strongly recommended to modify their initial password provided upon opening an account without delay.

The Customer agrees that it is fully responsible for any actions entered through the Services by any person who obtain access through the use of User IDs. The Provider is not responsible for any damages or losses resulting from any breach of security caused by Customer’s or User’s failure to maintain the confidentiality of the User IDs.

Any Service access using a User ID shall be deemed performed by the User corresponding to said User ID, under the Customer’s responsibility.

The Customer shall be responsible for communicating the Service’s access and use terms and conditions to Users. The Customer shall be – and remain throughout the duration hereof – responsible for Services access and use by the Users.

3.3 Representative and Support

The Representative designated by the Customer shall be the Provider’s sole technical contact.

Support shall be accessible solely by the Representative, who must have sufficient technical skills.

Should the Customer wish to change the Representative, the Provider must be informed by registered letter, return receipt requested send to the Provider’s registered office as mentioned here [•]. The modification shall take effect on the date indicated in said letter, subject to such date not being anterior to the date said letter is received by the Service Provider.

The Customer shall enjoy telephone or e-mail support during the Provider’s business days and times.

Support shall be provided in French and English.

ARTICLE 4 PROVISION OF THE SERVICES

4.1 Guarantees regarding Services availability and operation

The Provider warrants that the Services will be performed with reasonable care and skill and in accordance with generally recognized commercial practices and standards.

As such it shall implement all reasonable means in order to ensure continual Services access, without prejudice to the clarifications hereinafter.

Services access or use may be suspended due to difficulties related to Services hosting or operation. In this respect, the Provider shall make all due effort to resolve the incident without undue delay or to request its service provider do so.

The Provider shall not be held liable for any impact of such unavailability for the Customer.

The Provider does not guarantee that the Services operate without defect, which the Customer hereby accepts. In cases of serious malfunction, the Customer shall send the Provider a request to correct the fault or provide a workaround, subject to correct use of the Services by the Customer. Should the malfunction persist more than thirty (30) days following written notification from the Customer, the latter may terminate the relevant Services and request reimbursement of the subscription amount already paid, on a prorated basis for the remainder of the contractual term.

The present article lists the Customer’s exclusive rights and remedies and consequently the Provider’s sole liability with regard to any Services defect or malfunction.

The Customer especially acknowledges that it is not the Provider’s duty to advise the Customer regarding compliance and obligations imposed by the law or other regulations.

The Provider may not be held liable should the Customer not be able to access or use the Services satisfactorily due to an event that is not under the Provider’s control, such as:
- shortcomings of other parties, such as difficulties with Google MAPS API Service;
- difficulties with the Services due to changes in Customer’s systems or items;
- errors that the Customer may make (including third-party agents thereof) or those of a User managing or using the Service;
- difficulty accessing the telecommunications networks;
- malfunctions of any kind whatsoever in the Customer’s or User’s facilities;
- a third-party application, hardware, or modifications to an element belonging to the Provider by any person other than itself or not acting under its direction.

The Provider will comply with any court decision, even if interim, summary, or appealed, that would order suspension of the Services, without the Customer being able to hold the Provider liable for it.

4.2 Security

The Provider shall implement all physical and logical security measures described on the Provider Website.

The Customer hereby states that such measures are suitable with regard to the type of use it intends to make of the Service as well as the nature of the relevant Data and acknowledges that the Provider may not be held liable for any damage that may be caused due to an unauthorized intrusion.

The Customer hereby states in this regard that it is familiar with the characteristics and limits of the Internet and in particular states that it is aware that data circulating on the Internet is not protected against possible misappropriation.

4.3 Guarantee Exclusion

TO THE EXTENT PERMITTED BY LAW, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, MADE BY THE PROVIDER, RELATED TO OR ARISING IN ANY WAY OUT OF THE AGREEMENT OR OF THE PROVISION OF THE SERVICES HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, OR ARISING BY COURSE OF DEALING OR PERFORMANCE, OR BY CUSTOM OR USAGE IN THE TRADE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED.

ARTICLE 5 CUSTOMER OBLIGATIONS

The Customer shall comply with its obligations and responsibilities set out in the Agreement.

As essential conditions to utilizing the Services, the Customer agrees to:
- only use the Services for the purposes and in the manner expressly permitted in this Agreement and in accordance with the applicable laws and regulations;
- not use the Services for any unlawful or illegal activity;
- not post nor distribute Data which could or may (i) infringe any applicable laws or regulations or (ii) violate the rights, and especially the Intellectual Property Rights, of any third party.

The Customer shall also:
- ensure the Services’, as described on the Provider’s site, suitability for its needs;
- ensure it has the required configuration, as described herein;
- use the Services in strict compliance with the use provided for herein and comply with the limited rights granted to it with regard thereto.

The Customer is solely responsible for any and all Data and any transactions and exchanges conducted on or through the Services.

The Provider exercises no control over, nor monitors, and accepts no responsibility for, any Data sent, loaded or transferred when using the Services.

The Customer nevertheless acknowledges and agrees that the Provider may immediately take any corrective action, if in the Provider’s sole discretion these Terms have been violated, including without limitation remove of all or a portion of the Data, and suspend or terminate any and all the Services without refund. Customer hereby agrees that the Provider shall have no liability due to any corrective action that the Provider may take.

The existence of a suitable backup system for the Data to be backed-up, its use, and periodic verification of correct restore operations shall be the Customer’s responsibility.

Under no circumstances shall the Service be deemed an archiving service or to include any backup requirement. In particular, the Provider shall not be held liable in the case of Data destruction or loss.

The Customer is solely responsible for backing up the Data. The Provider will not bear any risk of loss for Data and other Customer’s data.

The Customer is responsible for Users’ compliance with the Agreement. The Customer is fully liable for any use, abuse or fraud that may be committed by Users when using the Services.

In case of legal action instigated by a third party against the Provider as a result of a non compliance or breach of the Agreement from the Customer, the latter shall indemnify the Provider and bear the costs of defense of the Provider, as well as settle the amounts and costs that the Provider would be ordered to pay.

Moreover, the Customer shall hold the Provider harmless against any consequences resulting from a third party action implicating the Provider’s liability with regard to its use of the Data or any other elements or information the Customer has provided or made available with regard to the Service.

The Customer and the Users are required to provide true, accurate and complete registration information when ordering Services and to promptly update their information as necessary. If any information provided is untrue, inaccurate, not current or incomplete, without limiting other remedies, the Provider has the right to terminate the use of the Services by the Customer and to recover from the Customer any costs or losses incurred as a direct or indirect result of the inaccurate or incomplete information.

In the event the last email address provided by the Customer to the Provider is not valid, the Provider’s dispatch of the email containing such notice will nevertheless constitute effective notice.

ARTICLE 6 ILLICIT USE

The Customer shall use the Service in compliance with the Agreement, applicable regulations, and third party rights.

In particular, the Customer shall:
- not violate the public order or good morals;
- not use the Services to enjoy or provide services or goods that contravene applicable regulations;
- not use the Services in order to carry out illegal activities;
- not slander, insult, or denigrate a physical or legal person;
- not create user accounts with fictional identities, not falsify its own identity;
- not harm others by using the Services, and in particular not steal the identity of a third party, and not, more generally, use a third party’s data;
- not use the contact information obtained through the Services in order to disseminate unsolicited or unauthorized mail regardless of the form of communication or solicitation;
- not use the contact information obtained through the Services to disseminate computer viruses or assimilated;
- not harm the Provider’s or the Services’ reputation, or the Youmaps brand image, or that of any Google trademark;
- not disrupt, interrupt, or attempt to disrupt or interrupt the Services;
- not license, sub-license, sell, resell, lease, transfer, or distribute the Services, documents, developments, or any other deliverable and not provide access thereto to third parties;
- not create derivative works from the Services or modify the Services, developments, or any other deliverable;
- not disassemble, analyze, or decompile the Services, the developments, or any other deliverable;
- not develop a competing product or service, including a personalized application automating or handling an automated corporate process with one of the Provider’s applications;
- not use the Services, developments, or any other deliverable to provide a service to third parties;
- not violate or attempt to violate the services provided by one or more of the Company’s partners and in particular the hosting company, including, non-exhaustively, exposing the Services to a virus, creating saturation, flooding the server, or saturating the messaging system with e-mails;
- not access or attempt to access Data not intended for the Customer and/or access or attempt to access all or part of the data the Customer is not authorized to access;
- not deactivate, pirate, or interfere with any of the Service’s security measures, electronic signature, digital rights management, verification, or authentication mechanisms;
- not probe, scan or test a system’s or network’s vulnerability, or breach the Service’s security or authentication measures, or attempt to illicitly access the networks and systems connected to the Services;
- not upload, display, or send by e-mail or any other means, any element containing software viruses or other codes, files, or computer programs designed for or with the effect of interrupting, destroying, or limiting the functionality of any computer software or hardware or any telecommunications equipment.

In cases of breach of any one of the abovementioned obligations, the Provider reserves the right to suspend or definitively terminate, ipso jure and effectively immediately, access to the Services, without prejudice to any remedy the Provider may have against the Customer.

The Customer shall hold the Provider harmless in cases of legal decision against it resulting, directly or indirectly, from the Customer’s or its Users’ use of the Services.

The Customer shall reimburse the Provider all sums it may be called upon to outlay in such a situation, whether following a legal decision or under the framework of a transaction.

ARTICLE 7 PAYMENT OF CHARGES

7.1 Services Fees

The Customer shall pay the Services Fees set forth in the Agreement or, if the Agreement does not set forth the price or is not precise enough, in accordance with the applicable prices on the Provider’s Website at the date of the ordering of the Services.

The Provider will invoice the Customer for such Fees in advance, on a monthly basis, and the Customer shall pay such Fees in advance at the beginning of each month.

If the Agreement starts during a month, the Fees due for the period remaining until the end of such month will be calculated on a prorata temporis basis.

If additional Users are registered during a month, the Customer will be required, at the date of each registration, to make an additional payment corresponding to the Fees due for these additional Users, for the period remaining until the end of the said month.

The Fees due to the Provider for the Services will be calculated, at the beginning of each month, taking into account the number of Users registered at the end of the previous month.

No refund will be made should the Customer not use the Services or not use them for the volumes ordered and paid.

All prices mentioned are VAT excluded and will be heightened by any prevailing rights or taxes on the billing date. The Customer is responsible for any taxes and the Customer will pay the Provider for the Services without any reduction for these amounts.

The Service Fees do not include the cost of telecommunications and Internet service that remain to the Customer.

7.2 Price revision

The price of the Services shall be revised each year during the month of January by applying the following formula:

P1 = P0 x S1 / S0

Where:

• P1 is the revised price.
• P0 is the prevailing price at the time of revision.
• S1 is the last known index at the time of revision.
• S0 is the last known index on the date of the Agreement’s entry into force for the first revision, and, for subsequent revisions, the index used on the date of the previous revision.

The index used shall be the Syntec index.

7.3 Payment terms

With the exception of the payments made in advance, all invoices must be paid by the Customer in full within thirty (30) days after the date of issuance of the applicable invoice.

Without prejudice to any other rights or remedies the Provider may have under the Agreement, in the event that the Customer fails to pay any amount within two (2) days of the due date for payment, the Provider may forthwith suspend performance of its obligations or of the access to the Services or terminate the Agreement without incurring any liability whatsoever.

Should such a decision be made by the Provider, the sums due by the Customer to the Provider for the contractual period will still be payable to the Provider.

Any late payment shall automatically result, on the day following the settlement date shown in the invoice, in the payability of late payment interests in an amount equal to the interest rate applied by the European Central Bank to its latest refinancing transaction increased by ten percentage points.

The Provider shall also be entitled to recover all costs including reasonable expenses, legal fees and cost of collection, in an amount equal to actual collection costs ant that, in any event, shall not be less than the flat fee provided for in French Code of commerce (40 euros).

ARTICLE 8 OWNERSHIP AND AUTHORIZATIONS

8.1 By the Provider

The Customer acknowledges that the Provider, as well as its partners (including Google), own all right, title and interest in and to the Services and the Properties provided through or in conjunction with the Services, including without limitation all Intellectual Property Rights therein and thereto.

Under the terms hereof, and subject to payment in full by the Customer of the sums due to the Provider, the Customer shall be granted, for the duration hereof, a non-exclusive and personal right to access the Services for its own requirements.

Said right shall only be granted within the limits and for the purposes of using the Services, in compliance with the Agreement.

The Customer shall refrain from any other use and, in particular, shall refrain from reproducing any element, by any means whatsoever, in any form whatsoever, and on any medium whatsoever.

The Customer hereby acknowledges that the Provider may remotely, or by any other means, monitor compliance with the terms and restrictions for use.

Should Software Libraries be put at Customer’s disposal by the Provider when ordering or using the Services, the Provider grants to the Customer a limited, non-transferable, non-exclusive, terminable license to: - install a reasonable number of copies of the Software Libraries on the Customer Environment,
- use internally the executable version of the Software Libraries,
- for the sole and restrictive purpose of enabling the Customer to benefit from the Services, in the manner permitted by these Terms.

Under no circumstances shall the Customer be authorized to modify the Software Libraries.

Except as expressly set forth here above, the Agreement does not grant the Customer any rights, implied or otherwise, to the Provider’s Intellectual Property Rights.

The Customer undertakes to comply with these Terms and will not inter alia:
- copy, sell, license, distribute, modify, translate the Properties or the Services;
- prepare derivative works from the Properties or the Services;
- (attempt to) decompile, reverse engineer, disassemble or otherwise (attempt to) derive source code from the Properties. If the Customer needs to acquire certain information in order to ensure compatibility, the Customer commits to ask for the information needed to the Provider;
- (attempt to) create a substitute or similar service through use of or access to the Services;
- incorporate or embed the Properties into any of the Customer’s products or offers, with the exception of the limited rights granted on the Software Libraries;
- use the Services or the Properties in any manner that could damage, disable or impair the Services or the Properties;
- remove any product identification, proprietary, copyright or other notices included on the Properties or the Services;
- modifying, altering, deactivating, or deleting in any manner whatsoever the “key” protection systems installed in the Service;
- distributing, marketing, or making available, in any manner whatsoever, whether against valuable consideration or not, all or part of the Service, notwithstanding the Customer’s right to provide access thereto for Users under the framework defined herein.

The Customer shall be responsible for compliance with the terms hereof by the Users, including the Representative.

8.2 By the Customer

The Customer is the sole owner of the Data.

The Customer freely licenses to the Provider the right to use, copy, display and any other relevant rights on the Data, for the term of the Agreement, on a worldwide basis, solely for performing the Services.

The Customer will obtain the Required Consents, to the extent needed by the Provider for providing the Services. The Customer shall indemnify the Provider against any liabilities arising from the Customer’s failure to comply with this obligation.

The Customer ensures that it will obtain and maintain all permits, approvals, internal and administrative declarations, declarations from third parties, including any preliminary formalities required by the French Data Protection Authority (CNIL), that are necessary for the performance of the Services, and notably for access, use and exploitation of the Data by the Provider.

The Customer shall assume full responsibility for the Data and as such shall compensate the Provider for any fines or fees it may outlay due to a complaint or legal action by third parties due to Service performance.

ARTICLE 9 INTELLECTUAL PROPERTY WARRANTY

The Provider warrants the Customer that the provision of the Services shall not infringe any intellectual property (copyright, patent right, trademark right) of any third party; save that notwithstanding the generality of this clause, the Provider shall have no liability as a result of a breach of the warranty set out in this clause if the infringement of any intellectual property of any third party which gives rise to such breach occurs as a result of the use by Provider of any Data, assets, software and/or hardware put at its disposal by the Customer or on behalf of the Customer within the performance of the Services.

The Provider shall indemnify and hold the Customer harmless from and against any third party claims and/or actions and/or proceedings relating to any item used by Provider to provide the Services, based on an infringement of intellectual property rights, and shall bear, subject to the provisions of the article “Liability”, all related definitive damages and indemnities which may result from such claims and/or actions and/or proceedings in relation to the Agreement, provided that: (i) the Customer promptly notifies Provider in writing of the claim, action or proceeding and communicate all information required to defend its interest to the Provider; and (ii) the Customer agrees that Provider shall, if so required by the latter, have sole and exclusive control of the defense of the claim, action or proceeding and (iii) that the Customer make no admission or statement of any kind that may hinder the Provider’s defense. The indemnification referred to in this section is limited to the payment by Provider of all damages and costs finally awarded for the claim, or settlements costs approved in writing by Provider. The Provider shall not be liable for reimbursing the costs or expenses outlaid by the Customer without the Provider’s prior written consent.

If the Services infringe a third party’s intellectual property right or if Provider reasonably believes the Services are likely to infringe a third party’s intellectual property right (except to the extent that items have been provided by, or on behalf of, the Customer and Provider is using such items in accordance with any restrictions set out in the Agreement or as otherwise notified to Provider by the Customer), Provider will promptly and at its own expense: (i) procure the right for the Consumer to continue using the Services; or (ii) replace or modify the Services to make their use non-infringing, providing that any such replacement or modification will be carried out as soon as reasonably practical so as to avoid or reduce so far as possible any interruption in the provision of the Services.

If Provider cannot do either of the above, Provider or the Customer will have the right to terminate automatically and without judicial formalities the Agreement and Provider will provide a prorata refund of the Services Fees paid by the Customer for the period following the termination of the Services.

The Provider shall not be held liable and shall have no obligation to provide compensation for a counterfeit lawsuit regarding an intellectual property right resulting from or related in whole or in part to:
- use of the Services not in compliance herewith or resulting from non-compliance by the Customer or a third party with the Agreement;
- using the Services in combination with any hardware, software, application or service made available or provided by a third party;
- any modification and/or other alteration of any kind of the Services or a deliverable, in whole or in part, by the Customer and/or any third party. In particular, the Provider shall not assume any liability with regard to the Data;
- using the Services for a purpose not compliant with its intended purpose and/or documentation or for a purpose not authorized in writing by the Provider;
- modifications made by or at the Customer’s request pursuant to a supplementary service.

In each of these cases the Customer shall reimburse the Provider for its costs, losses, and damage of any kind resulting from third party legal action against the Provider.

The provisions hereof shall not apply to third party products, services, and deliverables provided “as is” by the Provider, without any guarantee of any kind, without prejudice, where appropriate, to the guarantees granted by their publishers or suppliers.

The preceding provisions set the Provider’s liability limits with respect to the Customer with regard to intellectual property rights infringement. Therefore, the Provider provides no guarantee other than that described in the present article regarding counterfeit.

The Customer shall (i) defend the Provider, its management, administrators, and employees against any third party claims alleging that the Customer’s data or applications or those used by the Customer violate a valid third party patent, copyright, or trademark; (ii) reimburse the Provider for all fees and damages it is made to pay by definitive legal decision; and (iii) pay damages in compensation for the prejudice incurred due to the third party’s claims.

ARTICLE 10 MODIFICATIONS

10.1 Modifications of the Services and/or the Properties

Provider may make reasonable changes to the Services and to the Properties from time to time.

If Provider makes a material change to the Services, Provider will inform the Customer by any means deemed appropriate by Provider, provided that the Customer has subscribed with Provider to be informed about such changes.

If the Customer does not agree to the change, the Agreement may be terminated by the Customer.

Provider may also provide the Customer with releases of Software Libraries from time to time. The Customer shall install such Releases as indicated by Provider in order to not affect the proper performance of the Services.

Software Libraries releases made available to the Customer shall be subject to the provisions of the Agreement as if they formed part of the original Software Libraries, unless the release is accompanied by a separate license in which case the terms of that license will govern.

Changes in the systems, software, applications (including APIs) or organizations of the Customer or third parties, such as publishers, may generate disturbances and problems with the use of the Services, or may even prevent the use of such Services. The Provider shall bear no responsibility what so ever for any defaults, malfunctions, interruptions or impossibility to use the Services resulting from such changes.

10.2 Modifications of the Agreement

The Customer may change the parameters of the Services ordered using the on line tools available on the Provider’s Website. Such changes will not affect the rest of the Agreement and the present terms especially will continue to govern access to and use of the Services by the Customer.

The Provider may update these terms from time to time. The most current version will be posted on the Provider’s Website.

The Provider may require the Customer to consent to the updated terms in a specified manner before further use of the Services is permitted. If the Customer does not agree to such updated terms the Customer shall stop using the Services and notify Provider that the Customer does not agree with such changes. Otherwise the Customer will be deemed to have accepted the changes.

ARTICLE 11 AUDIT

The Customer acknowledges that the Services may include features designed to monitor Customer’s compliance with applicable usage limitations set forth in the Agreement.

In addition, the Provider may audit Customer’s use of the Services upon reasonable advance notice, not more than once per calendar year unless the Provider has reasonable cause to believe that the Customer is using or permitting the Services to be used in an unauthorized manner.

If any such monitoring or audit reveals that the Services have been used in excess of the applicable usage limitations or in any other unauthorized manner, the Customer will, within thirty (30) days of receipt of the Provider’s invoice, reimburse the Provider for the reasonable, documented costs of such audit and pay any additional charges that would apply, under the Provider’s then-current prices, for such excess or other unauthorized use, without limitation of any other remedies the Provider may have under law or the Agreement.

ARTICLE 12 DATA PROTECTION

12.1 General provisions

Each Party warrants and undertakes that it will duly observe all its respective obligations under the applicable Data Protection Laws.

In particular, each Party shall make its own required statements and authorization requests.

12.2 Processing Data Collected by the Provider for the Agreement’s Requirements

The Provider hereby recalls in this regard, that it is responsible for processing personal data regarding managing contractual relationships with its customers.

Personal data collected by the Customer is needed for its processing and is intended for the Provider’s relevant departments and, where appropriate, its subcontractors and co-contractors, for the requirements of executing the Agreement.

Pursuant to the legal provisions regarding personal data protection, the Customer’s staff implicated hereby, and in particular Users, have a right to query, access, correct, and oppose for legitimate reasons, all personal data concerning them – rights which may be exercised by mail for the attention of the Provider’s Youmaps Customer Service, accompanied by a copy of the relevant person’s identity documents.

12.3 Processing Personal Data Entered or Imported by the Customer

The Customer remains solely responsible in its capacity as Personal Data controller for:
- determining the purposes and means of Provider’s processing of the Customer Personal Data under the Agreement;
- assessing that the security measures specified in the Agreement constitute appropriate technical and organisational measures to protect the Customer Personal Data as required by Data Protection Laws.

It is hereby expressly agreed that the Provider shall act in this regard exclusively on behalf of the Customer on the basis of the stipulations hereof as well on the Customer’s sole instructions and in accordance therewith.

As such, the Provider shall not use the Data for its own account or for third parties.

In accordance with Article 34 of the French Personal Data Protection Law, the Provider in its capacity as a processor of the Customer Personal Data will implement appropriate technical and organisational measures as specified in the article “Security” of these terms and as further described on the Provider’s Website and, if applicable, in the Documentation.

The Provider shall also:
- perform the personal data processing on behalf of the Customer in accordance with the Customer’s instructions;
- process the personal data solely for the purpose(s) of providing the Services and/or determined by the Customer and communicated to the Provider;
- subject to applicable regulations, inform the Customer without undue delay in writing should a request from a French or foreign administrative or legal authority be received by the Provider with regard to the Data;
- not communicate, divulge, or provide access to the Personal Data to third parties without the Customer’s prior written consent.

The Customer shall indemnify and keep indemnified Provider from and against any and all costs, claims, damages, losses, expenses and liabilities arising as a result or in connection with any notice, action, claim, demand or allegation that any processing of the Customer Personal Data undertaken by Provider in accordance with the Customer's instructions infringes the rights of any third party or is in any way contrary to the provisions of the Data Protection Laws.

The Service is hosted by Google and in particular is based on using the “Google Cloud Platform”. The Data may be hosted in the European Union or in the United States.

Should the Customer desire additional information in this subject, and in particular regarding the consequences of the Safe Harbor invalidation by the European Union Court of Justice (decision dated October 6th, 2015), the Customer is hereby invited to contact the Provider’s administrative services.

ARTICLE 13 EVIDENCE

Electronic documents introduced as evidence in any judicial, arbitration, mediation or administrative proceeding will, if established and maintained in the ordinary course of business, be admissible to the same extent as business records in written paper form that are similarly established and maintained.

The Customer expressly and unconditionally accepts that the data registered by Provider and its providers and subcontractors are correct and are enforceable.

ARTICLE 14 LIABILITY

The Customer shall assume responsibility for the suitability of the Services for its actual needs, implementing and operating its information system, and its staff’s qualifications and skills.

The Provider shall only be held liable in case of breach by the Provider, proven by the Customer, of its contractual obligations in the execution of the Agreement. The Provider shall only be liable for damages resulting from breaches directly and exclusively under its responsibility.

In this regard, it is hereby stated that the Data, and generally speaking the content integrated or processed through the Services by the Customer or a User shall be under the Customer’s sole responsibility. All use of the Services as well as all use of the results of the processing performed through the Service shall be under the Customer’s authority and responsibility.

The Customer acknowledges and agrees that it has accepted the terms of the Agreement in the knowledge that the Provider’s liability is limited and that the prices and charges payable have been calculated so as to reflect such limitations and thus represent a reasonable and commercial allocation of risk between the Parties.

Except and only to the extent foregoing restriction is expressly prohibited by applicable law, in no event shall the Provider be liable for indirect damages, loss of profits, loss of goodwill, loss of business, loss of revenue, loss of contracts, loss of anticipated savings, loss of data, loss of clients, damage to or corruption of data or business information arising out of the Agreement or of the Services or arising out of the use of or inability to use the Services, even if the Provider has been advised of, knew or should have known of the possibility of such damages.

Except and only to the extent foregoing restriction is expressly prohibited by applicable law, the Provider’s total aggregate liability, for the period of the Agreement, for all claims and damages arising from negligence, breach of contract, warranty or indemnity, or any other legal theory of liability or otherwise, under or in connection with the Agreement, shall not exceed an amount equivalent to the Fees (excluding taxes) payable or paid by the Customer to the Provider under the Agreement during the six (6) months immediately preceding the (most recent) event giving rise to the liability.

For the avoidance of doubt clauses above apply whether such loss is direct, indirect, consequential or otherwise.

The limitation of liability has effect in relation both to any liability expressly provided for under this Agreement and to any liability arising by reason of the invalidity or unenforceability of any term of this Agreement.

The Provider shall have no liability arising out of or in connection with the availability, performance, non-performance, defective performance, maintenance or otherwise of any third party telecommunication lines, networks, systems and/or associated or supporting systems used, directly or indirectly, by the Customer, including publisher’s items, to access the Services or otherwise benefit from the Services.

The Provider shall be relieved of liability for any failure to provide or delay in providing any of the Services arising out of or in connection with a Relief Event.

The Customer has a duty to mitigate the damages that would otherwise be recoverable from the Provider pursuant to the Agreement by taking appropriate and reasonable actions to reduce or limit the amount of such damages.

For the avoidance of doubt, the provisions of this Article will survive the expiration or termination of the Agreement for any reason.

Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services must be filed within one year after such claim or cause of action arose or be forever barred.

Each of the Parties acknowledge that by entering into and performing its obligations under the Agreement the Provider will not assume and should not be exposed to the business and operational risks associated with the Customer’s business, and the Customer therefore agrees to indemnify and defend the Provider from any and all losses arising out of, under or in connection with any third party claim, including any claim from another user of the Services or from a Customer’s client, relating to the conduct of Customer’s business, including the use of the Services and the access to the Data by the Customer.

The Customer shall renounce recourse to its insurers against the Provider or the latter’s insurers beyond the limits and within the exclusions set forth hereinabove.

ARTICLE 15 TERMINATION

Each Party shall have the right, without prejudice to its other rights or remedies, to terminate the Agreement immediately by written notice to the other Party:

- if the other Party is in material breach of any of its obligations under the Agreement;

- if the other Party is in breach of any of its obligations under the Agreement and either such breach is incapable of remedy or is capable of remedy and the defaulting Party shall have failed substantially to remedy that breach within 15 days of written notice to the defaulting Party specifying the breach and requiring its remedy;

- subject to applicable law, if the other Party is unable to pay its debts or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other Party or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other Party or the other Party enters into or proposes any composition or arrangement with its creditors generally or anything analogous to the foregoing occurs in any applicable jurisdiction.

Upon expiration or termination of the Agreement for any reason, the Provider will cease to perform the Services, the Customer and all Users will stop using the Services and the Customer will pay to the Provider all amounts due to the latter for all the Services provided and expenses incurred until the effective date of termination.

The sums paid to the Provider shall remain due thereto. Sums already invoiced by the Provider and not yet paid must be paid immediately by the Customer.

The Provider shall delete, within a maximum timeframe of two months from the effective termination of the Agreement, all Data integrated in the Services.

In this regard, the Customer’s attention is drawn to the fact that it shall be the Customer’s responsibility to backup the Data if it so desires as no storage, backup, or archiving service shall be provided by the Provider with regard to the Services.

Nevertheless, the Provider may, should the Customer expressly request within five (5) business days following effective termination of the Agreement, ask the Provider to return the Data online in the Services on the termination date. Such request must be sent to the Provider’s support email at: support@youmaps.work. Should such a request be made under the terms hereinabove, the Provider shall provide such Data to the Customer in the format selected by the Provider (in principle CSV).

ARTICLE 16 FORCE MAJEURE

For the purposes of the Agreement, the expression "Force Majeure" shall mean any cause or condition preventing or delaying the performance by a Party of its obligations arising from acts, events, omissions, happenings or non-happenings beyond its reasonable control or anticipation including, but without limiting the generality thereof, fire, flood, elements of nature or acts of God, disaster, strikes, labor disputes, third party strikes or lockouts, civil riot or war.

Neither Party shall be liable for any failure to perform, or delay in performing, its obligations hereunder where such failure or delay is due to a Force Majeure event and shall be entitled to a reasonable extension of time to remedy such delay or failure to perform.

If either Party becomes aware of a Force Majeure event which gives rise to or which is likely to give rise to a failure or delay on its part, it shall immediately notify the other Party and shall inform the other Party of the period which it is estimated that such failure or delay shall continue.

Should a Force Majeure event persist for a period of greater than thirty (30) days either Party may by written notice to the other terminate the Agreement.

ARTICLE 17 CONFIDENTIALITY

Neither Party shall, without the prior written consent of the other Party, use or disclose the Confidential Information of the other Party during the term of the Agreement and for 5 years following the expiration or termination hereof.

“Confidential Information” means any non-public information of each Party hereto relating to its business activities, financial affairs, technology, marketing or sales plans that is disclosed to, and received by, the other Party pursuant to the Agreement. Confidential Information shall not include information which: (i) is or becomes public knowledge through no breach of the Agreement by the receiving Party, (ii) is received by recipient from a third party not under a duty of confidence, or (iii) is already known or is independently developed by the receiving Party without use of the Confidential Information.

Each Party will take all reasonable precautions to protect the other Party’s Confidential Information, using at least the same standard of care as it uses to maintain the confidentiality of its own Confidential Information.

Notwithstanding the foregoing, a Party may disclose Confidential Information: (i) to any consultants, contractors, and counsel who have a need to know in connection with the Agreement and have executed a reasonably protective non-disclosure agreement with the disclosing Party, or (ii) pursuant to legal process; provided that, the disclosing Party shall, unless legally prohibited, provide the non-disclosing Party with reasonable prior written notice sufficient to permit it an opportunity to contest such disclosure.

ARTICLE 18 NON SOLLICITATION

The Customer shall not, during the term of the Agreement, directly or indirectly, solicit or offer employment or any other form of contract for services to any of the Provider’s technical and/or professional employees, associates, sub-contractors or other such personnel who were involved in the performance of the Agreement.

In the event of any breach, the Customer shall pay compensation to the Provider equal to (12) twelve months’ gross salary or fees of the new employee, contractor or sub-contractor in question.

ARTICLE 19 MISCELLANEOUS

At all times during the term of the Agreement, each Party shall maintain adequate insurance policies with a reputable insurance company.

The Customer hereby authorizes the Provider to make public reference, in general terms, to the Services provided to the Customer within the Agreement.

The Provider may use the Customer’s name, trademarks, logo, and contact information as well as a general description of the supplies and services subject of the Agreement in its presentations, customer lists, case studies, and other promotional or marketing materials, including, for example, its press releases, brochures, reports, and statements, letters, and electronic media.

No omission, delay or forbearance on the part of a Party in enforcing any right or remedy arising in connection with the Agreement will be construed or operate as a waiver of either that or any other right or remedy. No single or partial exercise or enforcement of any right or remedy will preclude or restrict the further exercise or enforcement of any such right or remedy. No waiver by a Party will be valid unless in writing and signed by a duly authorised representative of that Party.

The Provider reserves the right to subcontract the execution of the Services to third parties qualified by the Provider. The Provider will however remain primarily responsible for the execution of the Services.

Those provisions that by their nature should survive termination of the Agreement will survive termination of the Agreement.

The invalidity, illegality or unenforceability of any of the provisions of the Agreement shall not affect or impair the continuation in force of the remainder the Agreement.

The Provider shall be authorized to transfer the Agreement, in particular under the framework of restructuring operations.

Article titles and those in the Agreement are purely informational and shall not be deemed to condition the meaning or interpretation thereof.

The fact that a Party has not invoked, or delays the invocation of the application of an Article of the Agreement shall not be interpreted as renouncing the right to invoke said article in the future.

ARTICLE 20 DISPUTE RESOLUTION

In the event of a dispute arising out of or in connection with the Agreement, the Parties undertake to set up a diligent, good faith attempt to resolve amicably all disputes in accordance with the following principles.

In this respect, as soon as a Party considers there is a dispute with the other Party, it will summon a conference call meeting with chief executive level representatives of both Parties in order to discuss possible settlement of the said dispute. Such meeting shall be summoned by email, and shall take place within 15 days of receipt of the said email by the recipient Party.

Should, within the aforementioned 15 day time period, the dispute not be settled or the meeting not be held, then each Party will be free to submit the dispute to a court of competent jurisdiction.

Notwithstanding the foregoing, the Parties hereby agree that a dispute regarding a breach of intellectual property rights or non payment of an uncontested invoice shall not be subject to the above procedure.

ARTICLE 21 APPLICABLE LAW AND JURISDICTION

The Agreement shall in all respects be governed by and construed exclusively (save for any applicable mandatory laws) in accordance with the laws of France.

If the Parties fail to settle a dispute in accordance with the dispute resolution process set forth in section “Dispute resolution” above, any dispute arising from or relating to the Agreement shall be submitted to the courts of PARIS.

ARTICLE 22 DEFINITIONS

In this Agreement, the terms beginning with a capital letter shall have the following meaning unless the context otherwise requires:

“Agreement“: means these Terms, the Registration Form and the other documents completed on line, if any, by the Customer.

“Customer Environment”: means the Customer’s application and/or system that connects to the Services and/or that embeds the Software Libraries if applicable.

“Customer Personal Data”: means the Personal Data which the Customer processes through the Services or makes available to the Provider for processing in connection with the Agreement.

“Data”: means any information, data and other elements entered or imported by the Customer (including any and all Users) to be processed through the Services.

“Data Protection Laws”: means, with respect to European Union member countries, the subordinate legislation implementing the EU Data Protection Directive 95/46/EC (and any amendments thereto) (the “Directive”), save that in the event of any conflict between the provisions of the Directive and Data Protection Laws, the Directive shall prevail. For other countries, “Data Protection Laws” means laws similar to or addressing the same subject matter as the Directive.

“Documentation”: means the related user documentation for the Services.

“Google MAPS API Service”: shall be understood as the Google Maps API for Work service published and provided by Google for which the User must have an applicable contract in order to effectively use the Services.

“Effective Date”: means the date the Customer completes the Registration Form and accepts these Terms on line.

“(Services) Fees”: means the applicable fees for the Services.

“Initial Term”: means the period specified as such or as the term in the Registration Form.

“Intellectual Property Rights”: means any and all rights under copyright laws, patent laws, trademark laws, trade secret laws, unfair competition laws, and any and all other proprietary rights, worldwide.

“Party(ies)”: means individually or collectively the Customer and/or the Provider.

“Personal Data”: means personal data as defined in Data Protection Laws.

“Properties”: means the Provider’s software, Software Libraries, Documentation and other Provider’s assets which the Customer needs to access to or use in order to benefit from the Services.

“Provider Website”: means the Provider’s website accessible at the following address: www.youmaps.work.

“Registration Form”: means the on line registration form on the Provider’s Website where the Customers legally identify themselves.

“Relief Event(s)”: means (i) any act or omission of the Customer or any third party, including any failure to comply with Customer’s contractual obligations and/or (ii) any event or occurrence not the responsibility of the Provider under the Agreement.

“Representative”: means the representative identified in the Registration Form. The Representative is a User.

“Required Consents“: means any consents, licenses or approvals required from third parties for the purposes of providing the Provider with the right to use, exploit and/or modify the Data.

“Service(s)“: means the Provider’s services identified in the Registration Form, as described on the Provider’s Website, including any means used to provide these Services.

“Software Libraries”: means the Provider’s libraries which the Customer needs to install on its own system in order to benefit from the Services, and any Releases of such libraries.

“User”: means the individual authorized by the Customer, through the Representative, to access to and use the Services, under Customer’s control and responsibility.

“User ID(s)”: means password or key that is uniquely associated with the Customer and/or with the Users.