General Terms and Conditions

These general terms and conditions of Customer Success Platform services as well as their annexes, possible amendments, commercial proposals and associated order forms (hereinafter the "Contract") govern the relationship between Skalin, a simplified joint stock company with a capital of 5,000 Euros, registered in the Trade and Companies Register of Créteil under number 898 856 836, whose registered office is located at 12 rue de Belfort - 94170 le Perreux-sur-Marne (hereinafter "Skalin") and the client as identified in the commercial proposal (hereinafter the "Client") in the context of the supply by Skalin to the Customer of the service described in the corresponding commercial proposal (hereinafter the “Commercial Proposal”).

The Customer's acceptance of the Commercial Proposal implies full acceptance of the Customer Success Platform Skalin general conditions.

Skalin and the Customer are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

ARTICLE 1 - Purpose

The purpose of the Contract is to define the conditions under which Skalin intervenes with the Client under the conditions defined in the Commercial Proposal (hereinafter together referred to as the "Services"), with a view to:

• installing and configuring the solution hosted software called Customer Success Platform, as described in the Commercial Proposal (hereinafter the “Customer Success Platform”) ;
• providing online access to the Customer Success Platform;
• Monitoring the operation of the Customer Success Platform during the term of the Contract, which constitutes the “Run” phase.

The Customer Success Platform allows the Customer to: (i) process, segment, score, analyze and use data relating to its customers and the management of its customer relationship (hereinafter the “Customer Data”); and/or (ii) operate automated actions by sending direct data streams, knownas “output” to the attention of the Client's service providers (the “Streams”). The provision of any additional service is excluded from the scope of this Contract and subject to the conclusion between the Parties of an ad hoc.

ARTICLE 2 - Entry into force – Duration

The Contract takes effect from the acceptance of the Commercial Proposal by the Customer for the duration mentioned in the said Commercial Proposal (hereinafter the “Initial Period”). At the end of the Initial Period, unless terminated early under the conditions defined in "Article 13 - Termination", the Contract will be automatically renewed for a new contractual period of the same duration as the Initial Period, unless the one of the Parties notifies the other Party of its intention to terminate, by registered letter with acknowledgment of receipt, respecting a notice period of ninety (90) days.

ARTICLE 3 - Implementation of the Customer Success Platform

3.1. Scope of the Services
Skalin undertakes to provide the Services at the Customer's request after acceptance of the Commercial Proposal.

The scope of the Services and their methods of performance will be defined by mutual agreement between the Parties in the Commercial Proposal.

Any development of the Services will be the subject of a conversation between the Parties. Skalin cannot be required to perform any service, or to extend the scope of the Services, to a field that has not been formalized in a Commercial Proposal.

3.2 Pilot - Free Trial
The Customer has a trial period to try the Customer Success Platform for free. In the absence of mention of this period in the Commercial Proposal, it is set at thirty (30) days. This period is non-binding for the customer.

ARTICLE 4 - Run Phase

4.1. Monitoring of the operation of the Customer Success Platform
During the Run phase, Skalin is in charge of monitoring and monitoring the operation of the Customer Success Platform, in particular the correct execution of the Flows. Nevertheless, the customer is responsible for compliance with the Specifications of the information communicated by the Customer at the start of the project, in particular that the Flows/Connectors will not be modified during Run without the prior and express agreement of Skalin.

Otherwise, any failure of the Customer Success Platform would be attributable to the Customer alone and Skalin cannot be held liable for this.

Any intervention carried out by Skalin under the Run which is due to non-compliant data or data submitted late by the Client and/or the Service Provider(s) designated by the Client is likely to be subject to 'additional invoicing, on a time-spent basis, under the conditions defined in article 5.1.

4.2. License to use the Customer Success Platform
Skalin grants the Customer a personal, non-exclusive, non-transferable and non-assignable right, for the geographical territory specified in the Commercial Proposal and for the duration of the Contract, to use the Customer Success Platform to its internal needs under the conditions and limits specified in the Contract.

As part of its right to use the Customer Success Platform, the Client undertakes without reservation not to:

• make a copy of the Customer Success Platform or elements of the Customer Success Platform, in any way whatsoever ;
• analyze, or cause to be analyzed by a third party, in the sense of observing, studying and testing, the operation of the Customer Success Platform in order to determine the ideas and principles on which the elements of the program are based when the Customer Success Platform performs the operations loading, displaying, performing, transmitting or storing;
• decompile, disassemble the Customer Success Platform, reverse engineer, create derivative works from the Customer Success Platform , or attempt to discover or reconstruct the source code, underlying ideas, algorithms, file formats or the programming or interoperability interfaces of the Customer Success Platform except within the limits of the right granted by article L. 122-6-1 of the Intellectual Property Code, in any way whatsoever. In the event that the Client wishes to obtain information enabling the interoperability of the Customer Success Platform with another software, the Client undertakes to request this information from Skalin, who may provide the necessary information to the Client, subject to payment by the latter of the associated costs;
• modify, improve, translate the Customer Success Platform, including to correct bugs and errors, Skalin exclusively reserving this right in accordance with Article L. 122-6-1 I 2° of the Intellectual Property Code;
• provide services to third parties, free of charge or against payment, which are based on the Customer Success Platform;
• transfer, lease, sublicense, assign, pledge, or otherwise transfer all or part of the ownership of the Customer Success Platform .
  The Customer Success Platform may integrate third-party software which will be used by the Customer only in connection with the Customer Success Platform and will never be used in any other way without the prior written consent of Skalin.

4.3. Tag / Cookie
With a view to providing the Services, the Customer undertakes to install a portion of code on its application (hereinafter the "Tag"), said Tag having the function of collecting and processing user data in order to optimize the operation of the Customer Success Platform. The installation of the Tag may lead to the writing and reading of "cookies" on the workstations of Internet users who visit the Customer's website (hereinafter a "Cookie"), which the Customer acknowledges and accepts.

The Parties expressly agree that the Tag is reserved for the exclusive use of Skalin, so that the Customer may not use it other than for the performance of the Contract and does not benefit from any intellectual property rights thereon. The use of the Tag by the Customer within the framework of the Contract, in particular the number of calls, must not exceed reasonable and consistent use, in particular with regard to the frequentation of the Customer's site.

No right, of any nature whatsoever, on the Tag is transferred to the benefit of the Customer.

It is expressly agreed between the Parties that each Cookie is specific to the Customer and will not be used by any of Skalin's other customers, who will benefit from their own Cookies.

The Client undertakes to implement the Tag on all of its applications referred to in the Commercial Proposal and to allow Skalin to access the Cookie. Skalin cannot be held liable for the lack of provision or incorrect provision of the Services in the event that the Customer has not installed the Tag and/or has not provided Skalin with access to the Cookie under optimal conditions.

In any case, insofar as the Customer publishes the application on which the Cookie will be installed and read, he undertakes to comply with the applicable legislation in this area.

4.4. Authorized Users – Access to the Customer Success Platform
Access to the Customer Success Platform by the Customer will be limited to certain users, natural persons, identified, the number of which is defined in the Commercial Proposal (hereinafter the “Authorized Users”).

The Customer undertakes that the Authorized Users are competent natural persons, experienced in the use of IT tools, professionals in customer relations and informed by the Customer of all questions relating to the processing of personal data. and their use in the context of advertising and/or communication.

To access the Customer Success Platform, Each Authorized User will be provided with a login and password.

The Client acknowledges and accepts that it is not possible to access the Customer Success Platform without entering a login and password. The Customer is solely responsible for the security of the logins and passwords provided by Skalin. Customer agrees to promptly notify Skalin of any unauthorized access, whether actual or perceived, to a login, password and/or the Customer Success Platform.

Any action carried out via a login assigned to the Customer or to one of its users will be deemed to have been carried out by the Customer, unless he has previously declared the login concerned as having been lost or stolen, thus allocating a period reasonable to Skalin to deactivate said login.

In this context, the Customer guarantees compliance with the terms of the Contract by each of its Authorized Users.

ARTICLE 5 - Financial conditions

5.1. Prices
For the provision of the Services, the Customer must pay Skalin the sums defined in the Commercial Proposal, according to the terms and conditions determined therein. The prices agreed between the Parties are defined excluding taxes and increased by the taxes in force at the time of invoicing according to the tax provisions in force, in particular with regard to VAT.

The Customer acknowledges that Skalin may make the start of the Services subject to the payment of a deposit, if applicable.

The price mentioned in the Commercial Proposal is, unless expressly stipulated otherwise in the Contract, a firm and definitive price, excluding any costs which will be invoiced separately if necessary.

If it appears to Skalin that the Customer has made use of the Services distinct from what has been subscribed to under the special conditions, whether it concerns unforeseen functionalities or additional licenses, Skalin will invoice the Customer for the additional applicable Subscription, which will be calculated as indicated in the special conditions or, failing that, at the price in force on the Skalin website.

5.2. Costs
The sums due to Skalin and referred to in this Article 5.2 are exclusive of tax and do not include any costs (in particular for delivery and travel, postage and direct mail, purchase of data), unless expressly agreed between the Parties.

5.3. Terms of payment
Skalin will send invoices to the Client according to the frequency defined in each Commercial Proposal.

The invoicing of the Fee begins at the end of the Pilot as defined in article 3.2, insofar as the Customer wishes to continue to use the Customer Success Platform. The terms and conditions of invoicing and payment are specified in the special conditions.

The Fee is payable upon receipt of the corresponding invoice.

In the event of non-payment of the Fee within the contractual deadlines:

• any unpaid amount will automatically bear interest from day to day until the date of its full payment in principal, interest, costs and accessories, at a rate equal to five (5) times the legal interest rate in force, and this, without any prior formality, and without prejudice to the damages that Skalin reserves the right to seek in a judicial manner;
• Skalin reserves the right, at its sole discretion with or without notice, to suspend the execution of all or part of the current or future Services, until full payment of the sums due;
• all costs incurred by Skalin for the recovery of sums due will be borne by the Client, including bailiff's costs, court costs and attorney's fees, said costs cannot in any case be less than the the fixed indemnity referred to in Article L. 441-6 I 12e of the Commercial Code, in the amount of forty (40) euros; and
• all sums remaining due to Skalin by the Customer under the Contract become immediately payable.

The sums paid by the Customer to Skalin under the Contract remain acquired by Skalin and are therefore not refundable, even in the event of termination of the Contract or any other contract concluded between Skalin and the Customer.

ARTICLE 6 - Skalin's Commitments

6.1. Conformity of Services
The Services that the Client wishes to see performed will be provided by Skalin according to the terms of the Commercial Proposal, on the basis of the elements provided by the Client and in compliance with the objectives defined by the Parties as set out in the Commercial proposition.

6.2. Staff
Skalin undertakes that all its staff put all their know-how and knowledge at the service of the proper execution of the Services. In the event of difficulties in the provision of the Services, Skalin undertakes to inform the Client immediately.
To carry out their mission, Skalin staff may be required to work at their home, on the premises of Skalin, or on the premises of any third party.

6.3. Hosting
The Customer Success Platform and the Customer Data are hosted on the infrastructure defined and made available to the Customer by Skalin, designed and sized at Skalin's sole discretion. This technical infrastructure may be common to several Skalin customers

6.4. Technical and human
resources Skalin reserves the right to modify at any time the characteristics of its technical infrastructure, the choice of its technical suppliers and the composition of its teams.

ARTICLE 7 - Customer Commitments

7.1. Customer Data
The Customer acknowledges and agrees that it is their responsibility to provide access to their Customer Data in accordance with the instructions communicated by Skalin.

As such, Skalin cannot be held responsible for any failure in the provision of the Services in the event that the Customer Data transmitted by the Customer is incomplete.

In any event, the Client guarantees that the Client Data has been collected and is used in compliance with the applicable Regulations on the protection of Personal Data and in accordance with the provisions of the Appendix to this Agreement.

7.2. Use of Robots
The Client undertakes, for any reason whatsoever, not to make use, in relation to the Customer Success Platform, of any Robot.

A "Robot" is considered to be any software tool (such as Loadrunner, Winrunner, Silk performer, Rational Robot, QALoad and WebLOAD) designed to automatically emulate the actions of a human user used for data entry, migration of data, load testing, performance testing, performance monitoring, performance measurement and/orstress testing.

The Customer guarantees and releases Skalin from all damages, losses, actions, expenses, convictions or costs (including any compensation granted to a third party, in particular to Skalin's customers) related to unavailability, a production incident or any other technical difficulty. occurring at a time when the Customer uses a Robot.

7.3. Proper performance of the Contract
The Customer undertakes to:

• cooperate in good faith to facilitate Skalin, in particular by communicating to it all relevant or requested information within a time limit enabling Skalin to fulfill its obligations;
• provide Skalin, at its request, with all information and other elements required for the provision of the Services. In addition, when necessary, it undertakes to provide access to its premises, as well as the means necessary for the provision of the Services, to a reasonable extent (workstation, means of telecommunication, etc. );
• assist Skalin in the provision of the Services, through its qualified, competent personnel;
• make backups of all of its data, prior to any intervention by Skalin and whenever it deems it necessary. Skalin cannot under any circumstances be held responsible for any loss of data suffered by the Customer;
• respect the applicable legislation in the conduct of its activity (in particular the content it publishes and/or distributes) and in particular to respect the provisions of law n ° 2004-575 for confidence in the digital economy of June 21, 2004,

Article 8 - Intellectual Property

8.1. Customer Success Platform
including any patches, workarounds, updates, upgrades, enhancements and modifications made available to Customer, as well as all trade secrets, copyrights, patents, trademarks, trade names and other related intellectual property rights remain at all times the full and exclusive property of Skalin and that none of the stipulations of the Contract can be interpreted as any transfer of one of these rights for the benefit of the Client.

8.2. Know-how
Any idea, know-how or technique that may have been developed by Skalin are the exclusive property of Skalin. Skalin may, at its sole discretion, develop, use, market and license any element similar or related to the developments made by Skalin for the Client. Skalin has no obligation to disclose any idea, know-how or technique which may have been developed by Skalin and which Skalin considers to be confidential and its property.

Article 9 - Personal data

9.1. Processing of personal data implemented by Skalin
As part of the execution of this Contract, Skalin is required to collect and process personal data concerning the Client, the employees and/or managers of the Client as well as the Customer's service providers in order to enable him to manage the contractual relationship (hereinafter the "Personal Data"). In this context, Skalin implements the processing of Personal Data, in compliance with the applicable Regulations, the purposes of which are the management of customers (including management of the contract, orders, provision of services, invoices, accounting, monitoring of the contractual relationship), and more generally the management of operations allowing it to communicate with the Client.

The processing implemented in this context is based on the contractual relationship between Skalin and the Client, insofar as this processing is necessary for the proper performance of the contractual relationship and for compliance with its legal obligations.
The Personal Data as well as the entire file associated with the Customer will be kept for the duration of the contractual relationship as well as for the applicable limitation period, if applicable.

In accordance with the European Data Protection Regulation (GDPR) and the amended “Informatique et Libertés” law, these persons have the right to request access to data concerning them, their rectification or erasure as well as the limitation of processing. . They can also object to the processing of their data and request their portability. Finally, they can send Skalin instructions relating to the fate of their Personal Data after their death.

These rights can be exercised with the DPO of Skalin, by email, at dpo [at] skalin.io or, in writing, at the following address:
Skalin – DPO – 12 rue de Belfort, 94170 le Perreux-sur-Marne - France.

Data subjects can also file a complaint with the CNIL directly from its website: https://www.cnil.fr.

9.2. Processing of personal data implemented by Skalin on behalf of the Client
The performance of this Agreement assumes the processing of personal data on behalf of the Client by Skalin.

This includes, in particular, data relating to the Customer's own customers, such as their identity, telephone number, email address, connection data, IP address, content of emails, data from ticketing or chat tools, information and notes from the CRM, information from the Client's Back-office or any other tool in place that it would be relevant for the Client to connect to Skalin.

The Parties agree that the Client is the controller of the Personal Data sub-processed and that Skalin is the sub-processor.

The terms of the subcontracting of Personal Data carried out by Skalin on behalf of the Client are annexed to this Agreement.

The Parties undertake to collect, process, use and transfer the outsourced Personal Data in compliance with the applicable Regulations on the protection of Personal Data and in accordance with the provisions of the Appendix to this Agreement.

Article 10 - Guarantee

10.1. Guarantee relating to the Services
Skalin will use its best efforts to provide Services in accordance with the specifications and objectives agreed with the Customer and as set out in the Commercial Proposal.

Skalin does not grant any guarantee that is not expressly referred to in the Contract.

10.2. Guarantee of ousting
Skalin declares to be the holder of all the intellectual property rights relating to the Customer Success Platform and that the Customer Success Platform does not constitute an infringement of a pre-existing work.

Consequently, Skalin guarantees the Client against any action, claim, demand or opposition from any person invoking an intellectual property right or an act of unfair and/or parasitic competition in France, provided that Skalin is notified by the Client. of such action.

Skalin shall be solely authorized to have control of any defense and/or settlement in any such action. As such, Skalin undertakes to intervene in all proceedings and/or actions that may be initiated against the Client on the basis of a violation of an intellectual property right by the Customer Success Platform and/or an act of unfair competition and/or parasitism committed by Skalin in relation to the Customer Success Platform. Customer agrees to provide Skalin with any reasonable information or assistance in connection with this defense.

In the event that, at the end of this action or procedure, the Customer Success Platform is considered, by a court decision not subject to appeal, as constituting an infringement, Skalin undertakes, at its expense and discretion, to :

• obtain for the Customer the right to continue to use the Customer Success Platform;
• replace the Customer Success Platform with an Customer Success Platform equivalent, non-infringing
• modify all or part of the Customer Success Platform so that it is no longer infringing;
• cancel the contract.
  However, Skalin will not be required to indemnify the Client if the action, complaint, demand or opposition is due to:
• improper use, modification or adaptation of the Customer Success Platform by the Client;
• Customer's failure to implement any patch, update, new release and/or any other form of correction or enhancement to the Customer Success Platform;
• Customer's use of the Customer Success Platform in combination with products, hardware, software that are not owned by Skalin or developed by Skalin;
• the use, marketing or making available of the Customer Success Platform for the benefit of a third party;
• information, instructions, specifications or materials provided by Customer or a third party.

Article 11 - Liability

It is expressly agreed between the Parties that the stipulations of this "Article 11 - Liability" have been agreed between the Parties within the framework of a global negotiation, so that each of the Parties considers them to be justified and proportionate with regard to its other obligations under the Contract.

Unless expressly stipulated otherwise, Skalin's obligations under the Contract are obligations of means.

Skalin can only be held liable for direct and foreseeable damage within the meaning of articles 1150 and 1151 of the Civil Code caused by a breach by Skalin of its obligations under the terms of the Contract.

It is expressly agreed between the Parties that Skalin cannot be held responsible for any lost winnings; loss of turnover or profit; loss of customers; loss of a chance; loss in terms of images or reputation; any cost of obtaining a substitute product, software, service or technology; or any technical difficulty in sending a message via the Internet.

Skalin cannot be held liable in the event of damage resulting from the destruction of files or data resulting from the use by the Customer of one or more elements provided within the framework of the Services.

The total cumulative liability of Skalin, all damages combined and for any reason whatsoever, may not exceed the amount actually received by Skalin under the Contract during the twelve (12) months preceding the occurrence of the last damaging event.

In any event, the Customer may only hold Skalin liable for a breach of the Contract for a period of twelve (12) months from the occurrence of the breach in question, this expressly acknowledged and accepted by the Customer.

Skalin will in no way be liable for damages resulting from the Customer's failure to comply with his obligations.

Article 12 - Termination

Each Party may ipso jure, without prejudice to any damages which it reserves the right to seek judicially, terminate the Contract with immediate effect in the event of breach by the other Party of one of its essential obligations under the under the Contract, and in particular in the event of failure to pay the royalty invoices owed by the Customer to Skalin, if this failure has not been remedied by the defaulting party within thirty (30) working days from from the notification of this failure made by the other Party, by registered letter with acknowledgment of receipt.

In the event of termination of the Contract, for whatever reason, the Customer must immediately cease using any element provided as part of the Services.

In the event of termination for any reason whatsoever, all Services performed and not yet invoiced will be due to Skalin.

Notwithstanding the expiration or termination of the Contract, it is expressly agreed between the Parties that Articles 5, 8, 9, 10, 11, 14 and 16 will remain fully applicable between the Parties.

Article 13 - Confidentiality

13.1. Notion of Confidential Information
Is considered as "Confidential Information" any information communicated (whether in writing, orally or by any other means and whether directly or indirectly) by a Party to the other Party before or after the effective date of the Agreement, including, without limitation, each Party's processes, plans, know-how, trade secrets, inventions, techniques, business opportunities and activities, each Party's customer data.

The following do not constitute Confidential Information:

• information currently accessible or becoming accessible to the public without breach of the terms of the Contract by a Party;
• information lawfully held by one Party prior to disclosure by the other;
• information not resulting directly or indirectly from the use of all or part of the Confidential Information;
• information validly obtained from a third party authorized to transfer or disclose such information.

13.2. Confidentiality Commitment
Each Party undertakes in its name and in the name of its servants, agents, subcontractors and partners, during the term of the Contract and for a period of five (5) years after its termination, to:

• not use the Confidential Information for purposes other than the performance of its obligations under the Contract;
• take any precautions it uses to protect its own confidential information of significant value, it being specified that these precautions cannot be less than those of a diligent professional;
• not disclose the Confidential Information to anyone, by any means whatsoever, except to its employees, agents, service providers or subcontractors to whom this information is necessary for the fulfillment of its obligations by each of the Parties.

At the end of the Contract, due to the occurrence of its term or its termination, Each Party must without delay return to the other Party all the Confidential Information, whatever their medium, obtained under the Contract. Each Party is prohibited from keeping a copy in any form whatsoever, except with the express prior written consent of the other Party.

Article 14 - Miscellaneous

14.1. Communication – Advertising
The Client agrees to appear on Skalin's list of client references. This acceptance includes participation in press releases or project explanations and the fact that the Agreement may serve as a marketing example of mutually fruitful collaboration.

14.2. Non-solicitation
The Client undertakes, throughout the duration of the Contract and two (2) years after its expiry, except with the prior written consent of Skalin, not to solicit directly or indirectly any employee of Skalin who has directly or indirectly participated in the provision of the Services. In the event of violation of this Article 15.2, Skalin may claim from the Customer the payment of compensation, as a penalty clause, set at an amount equal to one (1) year of net remuneration of the employee concerned, increased by all of the costs incurred by Skalin to replace the employee concerned.

14.3. Assignment/transfer of the Contract
Skalin will have the possibility of transferring all or part of the rights and obligations resulting for it from the Contract to any subsidiary to be set up, as well as following in particular a merger, demerger, partial transfer of assets or total or partial transfer of his business.

It is expressly agreed between the Parties that any change in the capital structure of Skalin, including a change of control, will have no effect on the performance of the Contract.

The Customer is not authorized to transfer all or part of its obligations under the Contract, in any way whatsoever, without the prior, written and express consent of Skalin.

14.4. Notification – Calculation of deadlines
Any notification required or necessary in application of the stipulations of the Contract must be made in writing and will be deemed validly given if delivered by hand or sent by registered letter with acknowledgment of receipt to the address of the other Party appearing on the Commercial Proposal or at any other address notified to the other Party in the forms defined in this article 15.4.

Unless otherwise provided in an article of the Contract, the deadlines are calculated per calendar day. Any delay calculated from a notification will run from the first attempt at delivery to the addressee, the postmark being taken as proof.

14.5. Force Majeure
Each of the Parties cannot be held liable in the event that the performance of its obligations is delayed, restricted or rendered impossible due to the occurrence of a case of force majeure, as defined by case law, or a fortuitous event (hereinafter “Force Majeure”). It is expressly agreed between the Parties that the stipulations of this article 15.5 are not applicable to the obligations to pay.

The following events are in particular considered as Force Majeure, without this list being exhaustive: act of the prince, war, terrorist act, blockade, vandalism, social conflict external to each of the Parties, natural disaster, fire, epidemic, blockage of the means of transport or supply, in particular energy, failure of electronic communication networks.

In the event of the occurrence of a Force Majeure, the performance of the obligations of each Party is suspended. If the Force Majeure continues for more than one (1) month, the Contract may be terminated at the request of the most diligent Party without the liability of one Party being engaged with regard to the other. . Each of the Parties bears the cost of all costs incumbent on it and which result from the occurrence of Force Majeure.

14.6. Suppliers – Service Providers – Subcontractors
Throughout the duration of the Contract, Skalin will be free to call upon any supplier, service provider and/or subcontractor of its choice.

In this context, Skalin will remain, under the conditions set out in the Contract, responsible for the provision of the Services.

14.7. Proof agreement
The computerized registers will be kept in Skalin's computer systems under reasonable security conditions and will be considered as proof of the exchanges, actions and/or orders made by the Authorized Users on the Customer Success Platform, which the Customer declares to accept.

14.8. Modification of the Contract
The Contract may only be modified by mutual agreement between the Parties, by means of a written amendment, signed by an authorized representative of each of the Parties.

14.9. Waiver
The fact that one or other of the Parties does not exercise any of its rights hereunder does not constitute a waiver on its part of its exercise, such a waiver can only proceed from a declaration expressly from the Party concerned.

14.10. Validity
In the event that one or more stipulations of the Contract are considered invalid by a competent court, the other clauses will retain their scope and effect.

The stipulation considered invalid will be replaced by a stipulation whose meaning and scope will be as close as possible to the clause thus invalidated, while remaining in accordance with the applicable legislation and the common intention of the Parties.

14.1. Entirety
The Contract constitutes the entire agreement between the Parties, to the exclusion of any other document, in particular those that may be issued by the Customer before or after the signing of the Contract.

Article 15 - Applicable law – competent jurisdiction

The Contract is governed by French law.

The Parties expressly agree to submit any dispute relating to the Contract to the exclusive jurisdiction of the Courts of Paris, notwithstanding multiple defendants or warranty claims, including for proceedings on request or in summary proceedings.