DataGalaxy is a simplified joint stock company with a capital of 309,075€, registered in the Lyon Trade and Companies Register under the number 811 288 034, whose head office is located at 129 rue Servient 69003 Lyon, France, represented by its legal representative (hereafter “DataGalaxy“). It publishes, develops and markets a software solution for collaborative governance of enterprise information system data in SaaS (Software as a Service) mode (hereafter the “Solution“), on which it holds all intellectual property rights.
By subscribing to a Subscription to the Solution (as defined below), the Customer has acquired a License to use the Solution for one or more Users, allowing such User(s) to access and use the Solution and to benefit from the Services of the Solution, under the conditions determined herein.
The purpose of these GTU is to define the terms and conditions under which the User may access the Solution, use it and benefit from the Services. The GTU are made available to each User at the time of his first connection to the Solution for the creation of his Profile.
The User declares that he has read these GTU and accepted them without reservation, by checking the box provided for this purpose, before registering on the Solution and acknowledges that registration, creation of the Profile and use of the Solution imply his full and complete acceptance of the provisions of these GTU. Any registration and any use of the Solution is subject to strict compliance with all the provisions hereof.
Article 1 – DEFINITIONS
For the purposes hereof, capitalized terms shall have the following meanings, whether used in the singular or plural.
- “Subscription“: means the subscription taken out by the Customer giving him access to the Solution over a specific period as indicated in the Order Form..
- “Customer“: means the natural or legal person who has acquired a license to use the Solution for a User in the context of his or her professional, commercial, industrial, craft, liberal or agricultural activity.
- “GTU“: means these general terms and conditions of use.
- “Documentation“: means the information provided by DataGalaxy in the form of user documentation accompanying the Services and their possible updates at the discretion of DataGalaxy.
- “Customer Data“: means the information and data (including Personal Data) for which the Customer and/or User is responsible that the User enters, fills in, transmits and, in the case of the DataSteward License only, processes, in the course of using the Solution.
- “Personal Data” or “PII”: refers to personal data within the meaning of Law No. 78-16 of January 6, 1978 as amended and European Regulation No. 2016/679 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (known as the “GDPR”).
- “Intellectual Property Rights” or “IPR“: means all rights associated with works of the mind, including the economic and moral rights of authors, all property rights relating to patents, trademarks, designs, software, databases, domain names, as well as any other intellectual property rights, worldwide, already registered or to be registered.
- “Logins“: means the login and password specific to each User required to access the Solution.
- “License Agreement“: means the license (subscription) agreement acquired by Customer for a User that allows the User to access and use the Solution and receive Services under the terms of these GTU. The User License may be a DataSteward License or a DataExplorer License..
- “DataSteward License“: means the Subscription taken out by the Customer for a User allowing the latter to benefit from all the Services of the Solution, i.e. entering, consulting, searching and modifying his Customer Data within the Solution, under the conditions of the GTU.
- “DataExplorer License“: means the Subscription subscribed by the Customer for a User allowing the latter to benefit only from certain Services of the Solution, namely the consultation and the search of his Customer Data within the Solution, under the conditions of the present document and the GTU. With a DataExplorer License, the User only has access to the Services related to the visualization of his Customer Data and cannot, in any way, modify them within the Solution. He can also access the collaboration functionalities (creation of comments or assignment of tasks).
- “DataReader License“: means the Subscription subscribed by the Customer for a User allowing the latter to benefit only from certain Services of the Solution, namely the consultation and the search of his Customer Data within the Solution, under the conditions of the GTU. Within the framework of a DataReader License, the User has only the Services related to the visualization of his Customer Data and cannot, in any way, modify them within the Solution. The User does not have access to the collaboration functionalities (creation of comments or assignment of tasks).
- “Maintenance“: means the maintenance services for the Solution as described in Section 6 below
- “Update“: refers to updates, modifications or evolutions of a version of the Solution performed by DataGalaxy when it considers it necessary.
- “Parties“: refers to DataGalaxy and its customer, having obtained the license to use the Solution.
- “Profile“: refers to the information and data provided by the User during the registration process or for the purpose of connecting to the Solution, i.e. the Personal Data required to use the Solution.
- “Services“: means the standard application services delivered online via the Solution.
- “Site“: means the server on which the Solution and Customer Data are hosted.
- “Solution“: has the meaning given to it in the preamble above.
- “User“: means any natural person who is a member of the Customer’s staff and who is authorized by the Customer to use the Solution under the conditions of the DataSteward License or the DataExplorer License chosen by the Customer, exclusively for professional purposes, regardless of the location of the User and the terms of his connection.
- “Test License”: means a free and temporary license that may be granted by DataGalaxy to a User.
Article 2 – DESCRIPTION OF THE SOLUTION – ACCESS AND USE CONDITIONS
1. Description of the Solution
The specifications and functionalities of the Solution and the Services are described in the related Documentation.
The Solution includes several modules that allow to:
- Identify Customer Data (“Glossary“)
- Model and structure the Customer Data (“Catalog“)
- Define the Customer Data flows (“Processing“)
- Specify the Uses that are made of the Data (“Uses“)
2. Conditions of access to the Solution – Logins
In order for DataGalaxy to provide the User with the Logins that allow him/her to access and use the Solution and to benefit from the Services, the User commits himself/herself to send to DataGalaxy, by e-mail to the following address ” email@example.com “, all the Profile information concerning him/her and reminding the information related to the User License (number, etc.).
Each User agrees to provide true, exact and complete information, especially a valid e-mail address, and to inform DataGalaxy of any change without delay. In case of false, inaccurate, outdated or incomplete information, access and use of the Solution may be blocked.
Access to the Solution by the User is done by means of his Logins. For this purpose, DataGalaxy will send by e-mail the URL allowing the User to connect and create his password. The User will then have forty-eight (48) hours to log in and personalize his password and thus configure his Logins. If the User fails to do so within this period, he/she must contact DataGalaxy who will be able to readdress a new temporary password.
The Logins are personal and confidential. Only the password can be changed upon the User’s request or upon DataGalaxy’s initiative, provided that the User is informed beforehand. The User agrees to do everything possible to preserve the confidentiality of his Logins and not to disclose them in any way.
In the event that the User becomes aware that someone else has access to the Logins, the User will immediately inform DataGalaxy in writing.
In case of loss or theft of the Logins, the User agrees to immediately inform DataGalaxy and to implement the procedure indicated by DataGalaxy to recover new Credentials.
The User is fully and solely responsible for the use of his Logins and for its safekeeping. He commits himself to do his best to ensure that no other person than those authorized by DataGalaxy has access to the Solution. In general, the User assumes the consequences of any use of the Solution via his Credentials.
In case of non-compliance by the User with the conditions of use of the Logins as described in the present article, DataGalaxy may engage the responsibility of the User and/or the Customer and terminate the license without delay, notwithstanding the provisions of article 13 below.
3. Conditions to the Solution – Logins
The Solution is accessible under the conditions defined herein to any User with Internet access. All costs related to access to the Solution, whether hardware, software or Internet access costs, are exclusively borne by the Customer or the User, who is solely responsible for the proper functioning of his or her computer equipment and Internet access.
The Solution is available 24 hours a day, 7 days a week, except during maintenance periods, except in case of force majeure or other events not attributable to DataGalaxy. The Internet network allowing access to the Solution by the User is chosen by the User and/or the Customer who are solely responsible for it. The User acknowledges that he/she is aware of the technical hazards inherent to the Internet and of the access interruptions that may occur and for which DataGalaxy cannot be held responsible. Consequently, DataGalaxy cannot be held responsible for any unavailability or slowdown in the use of the Solution. DataGalaxy is not able to guarantee the continuity of the remote use of the Solution, which the User acknowledges and accepts.
DataGalaxy may temporarily interrupt or suspend the Services or modify the access to all or part of the Solution, in particular due to maintenance operations performed by DataGalaxy necessary for the proper functioning of the Solution, or outside the maintenance periods in case of a logical attack on the system, insofar as it is necessary to preserve data security. In case of interruption of access to the Solution for Maintenance, DataGalaxy will inform the User by email at the address provided by the User, with a minimum of forty-eight (48) hours notice, in order to allow the User to take the necessary measures to avoid disruption of his activity.
In case of a security flaw noticed by DataGalaxy, which could seriously compromise the security of the Solution and the Customer Data, DataGalaxy may proceed, without prior notice, to a momentary interruption of the Solution in order to remedy the security flaw as soon as possible. In this case, neither the User nor the Customer will be able to claim any compensation or hold DataGalaxy responsible for any reason.
DataGalaxy will not be held responsible for any possible impact on the User and/or Customer’s activities due to such unavailability.
DataGalaxy may also, at its sole discretion and after sending a formal notice to the Customer, which has not been effective within ten (10) days, suspend the provision of the Services and access to the Solution to the User in case of violation of the obligations set forth in this Agreement.
4. Rights of Use of the Solution
Subject to the User’s full compliance with his obligations, DataGalaxy grants the User, under the conditions described below, the right to use the Solution in SaaS mode, in accordance with its purpose and exclusively for the purpose of using the Services for his own professional needs.
This right of use is personal, non-exclusive, non-transferable and non-sublicensable, in whole or in part. It is granted for one (1) User chosen by the Customer and declared to DataGalaxy for the duration and type of the chosen User License (DataSteward License or DataExplorer License) and for the whole world. The Customer must subscribe to a User License for each User. A User may connect to the Solution, via his Logins, on different hardware and computing devices but may not use the Solution simultaneously on these different hardware and computing devices. A User may, moreover, use the Solution only within the limits of the type of User License chosen (DataSteward License or DataExplorer License). Any access and/or use of the Solution by users not declared to DataGalaxy or outside the limits of the chosen User License via the Authorized User’s Credentials is strictly forbidden. For this purpose, the User and the Customer acknowledge and accept DataGalaxy’s right to check the connections and/or uses of the hardware and devices used by the User and authorize DataGalaxy to proceed, at its own expense, to checks of the conditions of its use of the Solution by an independent person appointed by DataGalaxy, subject to prior notice within a reasonable time.
Nothing herein shall be construed as assigning or transferring to the User and/or the Customer all or part of the IPR related to the Solution or the Services. The said IPR are and remain the full, complete and exclusive property of DataGalaxy (and/or its licensors if any). IPR on the Solution or Services that are not expressly granted to the User are reserved by DataGalaxy.
In general, and without this list being considered exhaustive, the User agrees to:
- Not to reproduce, copy, transfer, transmit, summarize, integrate, alter, modify, move, remove, replace or redistribute, without DataGalaxy’s prior written authorization, permanently or temporarily, on any medium or in any way, all or part of the Solution, its contents, components or constituent elements and/or the names, logos, trademarks or other distinguishing marks of DataGalaxy.
- Not to sell, lease, sublicense or distribute in any way all or part of the Solution.
- Not merge all or part of the Solution into other computer programs or create derivative works from all or part of the Solution.
- Not adapt, compile, decompile, disassemble, translate, analyze, reverse engineer or otherwise access or attempt to access all or part of the source code of the Solution, except as permitted by applicable law.
- Not to extract or reuse, including for private purposes, without DataGalaxy’s prior written authorization, any substantial part or not of the content of the databases and archives constituted by the Solution.
- Not to allow, directly or indirectly, by advice, help or assistance, any third party to perform any of these acts or to infringe DataGalaxy IPR.
- Implement control systems adapted to technical developments to avoid any piracy of the information contained in the Solution, in particular to avoid any illicit use or use contrary to these GTU of any information or data.
- Inform DataGalaxy as soon as it becomes aware of any piracy or illicit or non-conforming use of all or part of the Solution.
Furthermore, the User is not allowed to correct by himself any anomaly or malfunction of the Solution, DataGalaxy reserving this right. DataGalaxy does not provide the User with the source codes of the Solution, which remain the exclusive property of DataGalaxy.
The User acknowledges that his commitment to respect the above is a determining condition of DataGalaxy’s consent, without which DataGalaxy would not have granted the Customer a License to use the Solution.
5. Rights of use of the Solution in Test License
DataGalaxy may grant the Customer a free and temporary Test License for one User.
This Test License allows the User, for a limited period of one (1) month, to benefit from the Services of the Solution, i.e. to enter, consult, search and modify his Customer Data within the Solution. To allow the User to continue to use the Solution, the Customer must purchase a DataSteward License for that User.
Within the framework of a Test License, DataGalaxy grants the User a limited right to use the Solution in test mode, in accordance with its purpose and exclusively for his professional needs, for a period of one (1) month. This right of use is personal, non-exclusive, non-transferable and non-sublicensable, in whole or in part.
Article 3 – COLLABORATION BETWEEN THE PARTIES
Each party recognizes that the performance of this Agreement requires active, positive and respectful cooperation and mutual trust. Thus, the Parties commit themselves to make their best efforts to facilitate the exchange of information necessary for the execution of the present contract. The User agrees to provide DataGalaxy in a timely manner with all documents, information and material assistance necessary for the proper execution of the present agreement.
Article 4 – ENVIRONMENT AND SYSTEM REQUIREMENTS
The User is and remains responsible for accessing and using the Solution in the context of the environment and configuration of his information system and hardware.
In addition, it is the responsibility of each User to take all appropriate measures to protect and safeguard their data and/or information contained in their computers and hardware and the Customer Data. It is the responsibility of each User to protect against damage to any files, data and documents used through the Solution. Due to the precautions to be taken by the User, DataGalaxy cannot be held responsible for such damages. In any case, DataGalaxy will be able to assist and/or advise the User and to proceed to additional services for the backup of Customer Data, if requested by the User. DataGalaxy will issue a quotation for the modalities and costs of these additional services.
The User is informed, acknowledges and accepts that the use and proper functioning of the Solution is subject to the respect of the technical requirements, as indicated in the Documentation.
The User commits himself to respect the said technical requirements. DataGalaxy will not be held responsible for any access problem or malfunction of the Solution due to the User’s failure to respect the technical requirements.
Article 5 – MAINTENANCE
DataGalaxy guarantees the conformity of the Services with the Documentation, including the Service Level Agreement. In case of non-conformity detected by the Customer, the Customer will immediately notify DataGalaxy, by any means confirmed in writing, providing all the information available to DataGalaxy regarding the non-conformity and the conditions of its occurrence. DataGalaxy will use its commercially reasonable best efforts to correct all reproducible non-conformities.
DataGalaxy will, at its sole discretion, carry out updates to the Solution at such intervals as it deems necessary. The User is informed and accepts that the aforementioned Solution Updates will be automatically installed by DataGalaxy, considering the innovative and community nature of the Services and of the Solution in SaaS mode. DataGalaxy will be free to modify or evolve the Services, the Solution or the Documentation without prior agreement from the User or the Customer, as long as this does not reduce DataGalaxy’s commitments under the present GTU or generate any degradation of the Services or loss of Customer Data or functionality (non-regression).
Article 6 – GUARANTEES
DataGalaxy guarantees that the Solution does not infringe the IPR of a third party. In the contrary case, DataGalaxy will pay for any damages that the User may be condemned to pay by a final court decision recognizing that the use of the Solution by the User in accordance with the present terms and conditions would constitute an infringement.
In order to benefit from this guarantee, the User must have informed DataGalaxy in writing and in a timely manner of the beginning of the infringement action, and must have put DataGalaxy in a position to defend itself and the User with the close cooperation of the latter, or to settle. Furthermore, in case of an infringement action by a third party, DataGalaxy may, under its sole responsibility and at its own expense, (i) modify the Solution so that it can no longer be considered as infringing, (ii) replace the Solution or the infringing element with a non-infringing element with globally equivalent functionalities, or (iii) obtain the rights of use so that the User may continue to use the Solution in accordance with the terms of the GTU. If DataGalaxy considers that it is not commercially reasonable to implement one of these alternatives, it may immediately terminate the License Agreement and refund the amounts paid by the Customer for the current License(s).
DataGalaxy does not guarantee that the Solution or the Services are free of defects, errors or malfunctions, but guarantees the conformity of the Services to the Documentation under the conditions of article 6 above. This warranty of conformity does not extend to a warranty of conformity to the specific needs or activity of a Customer or User or to a warranty of suitability for a particular purpose. It is the Customer’s and/or User’s responsibility to ensure that the Services are suitable for their needs, specific activity or particular use.
To the extent permitted by law and except as otherwise provided in these GTU, DataGalaxy makes no other warranties, express or implied.
Article 7 – RESPONSABILITY
DataGalaxy is only bound by an obligation of means for the provision of the Solution and Services.
DataGalaxy is not responsible for the content published by the User(s) on the Solution (hereinafter referred to as “Content”), which is only hosted by DataGalaxy, and for which the Customer and/or the User(s) are solely responsible. The Customer is responsible for the said Content published by the User(s) on the Solution, and for the use made of it by him (them).
DataGalaxy may seek the responsibility of the User for any damage that it may suffer due to the content. The User guarantees DataGalaxy against all direct and indirect, material and immaterial damages that may result from its Content.
DataGalaxy will only be liable for direct and foreseeable damages resulting from a breach of its contractual obligations. In no case will DataGalaxy be held responsible for any indirect, foreseeable or unforeseeable damage. In this respect, the Parties expressly agree that loss of customers, loss of profits, loss of productivity, loss of contracts or orders, loss of image or reputation, loss or deterioration of data (it is the responsibility of the User and/or the Customer to ensure regular back-up of Customer Data), as well as any damage suffered by a third party, will be considered as indirect damages.
In the event that DataGalaxy’s responsibility is retained, the global and cumulated compensation, principal, interests and expenses, for all causes, to which the User could claim will be limited to the annual amount invoiced by DataGalaxy to the Customer.
In any case, DataGalaxy cannot be held responsible, directly or indirectly, for any reason, in case of:
- Failure, breakdown, difficulty or interruption in the operation of the electrical network, telecommunications, Internet or other preventing access to the Solution or any of its features,
- Interruption of service due to the behavior of one or more Users or for maintenance operations,
- Failure to comply with the required computer environment and/or configuration,
- Anomaly or malfunction of the Solution, following adaptations made by the User or the intervention of any unauthorized third party,
- Contamination of the User’s data, software and/or hardware resulting from the propagation of a virus or other malicious code (it being specified that the User is solely responsible for the security of his/her data, software and/or hardware and must take all appropriate measures in order to protect them),
- Use of the Solution in a manner not provided for in the Documentation or contrary to the provisions of these GTU,
- Modification of all or part of the Solution not performed by DataGalaxy,
- Use of all or part of the Solution when DataGalaxy, due to a difficulty or for any other reason, had recommended to suspend its use,
- Occurrence of any damage resulting from an event not attributable to DataGalaxy.
DataGalaxy assures the availability and continuity of the Solution, being understood that it will not be held responsible for any interruption of the Solution due to maintenance, technical problems, congestion of the Internet network or failure of any other remote transmission system, which could prevent the functioning of the Solution.
The Parties acknowledge that the provisions of this Article are determinative of their willingness to enter into an agreement with each other and that the price agreed upon reflects the allocation of risks arising therefrom, the resulting limitation of liability, and the economic balance intended by the Parties.
Article 8 – CUSTOMER DATA
1. Property and responsibility
The User (or Customer) remains the sole owner of the Customer Data and assumes full responsibility for it.
The User shall refrain from entering, providing, transmitting and/or processing, in the context of his use of the Solution, any data likely to violate public order or contravene any applicable legal provisions, or the rights or privacy of third parties. The User shall be solely responsible for any consequences arising from non-compliance with this obligation.
In general, the User is solely responsible for the quality, lawfulness and relevance of the Customer Data and content that he/she transmits for the purposes of using the Solution.
He also guarantees to be the owner of the IPR allowing him to use the Customer Data or contents and commits himself not to infringe the rights of third parties. The User (and the Customer) guarantees DataGalaxy at first request against any prejudice resulting from a third party challenging DataGalaxy for a breach of this guarantee.
If the Customer Data transmitted for the use of the Solution includes Personal Data, the User (or Customer), considered as the person in charge of the processing according to the French Data Protection Act (Loi Informatique et Libertés) and the GDPR, guarantees DataGalaxy that he has fulfilled all the obligations required by the aforementioned law and the GDPR, and in particular, that he has informed the natural persons concerned of the use of the aforementioned Personal Data and of their rights. In this respect, the User (or the Customer) guarantees DataGalaxy against any recourse, complaint or claim emanating from a natural person whose Personal Data would be reproduced or hosted via the Solution.
2. License granted to DataGalaxy over Customer Data
The User (or the Customer) grants, as necessary, to DataGalaxy, and to its possible subcontractors, a non-exclusive, worldwide, free license, allowing it to host on the Site, to cache, copy and display Customer Data for the purposes of performing the Solution and/or providing the Services. The User (or the Customer) further authorizes DataGalaxy to use the Customer Data for internal processing, research and statistical purposes.
3. Profile Personal Data
Since the Profile Personal Data that the User communicates to DataGalaxy is essential for the processing and registration in the Solution and/or the creation of Logins allowing access to the Solution, their absence makes it impossible for the User to register and/or access and/or use the Solution. The User undertakes to provide DataGalaxy with sincere and true information concerning him.
DataGalaxy respects the privacy of individuals and strictly complies with the laws and regulations in force on the protection of personal data, privacy and individual freedoms, in particular the provisions of the Data Protection Act of January 6, 1978 amended by law. n° 2018-493 of June 20, 2018 relating to the protection of personal data resulting from the European General Regulation on the protection of Personal Data (“GDPR”). Thus, the Personal Data transmitted by each User, in particular at the time of the use of the Solution, are intended exclusively for the services of DataGalaxy for the provision of the Services to the Users as well as the access and the use of the Solution by the latter.
They are in no way transmitted to third parties for advertising and promotional purposes without their prior consent. This Personal Data is, where applicable, transferred outside the European Union only to countries considered by the CNIL as offering an adequate level of protection.
These data are processed and kept by DataGalaxy for a period that does not exceed the time necessary for the purposes for which they are collected and processed, subject to applicable legal obligations.
In application of the GDPR, each User has the right to oppose, access, rectify and delete data concerning him. Each User may exercise this right online at any time by writing to the Data Protection Officer by email at firstname.lastname@example.org or by post at the following address: DataGalaxy – Data Protection Officer – 47 rue Vivienne, 75002 Paris, France
If the User has accepted it when registering on the Solution, promotional emails will be sent to him. The User may request to no longer receive such emails from DataGalaxy at any time by clicking on the link provided for this purpose.
4. Commitments of DataGalaxy
In accordance with the legislation and regulations applicable to Personal Data, DataGalaxy undertakes to implement the appropriate technical and organizational measures on the Site to guarantee an appropriate level of security for the processing of Personal Data.
DataGalaxy will process Customer Data that is Personal Data only on documented instruction from the User (or the Customer), including with respect to transfers of such Personal Data, unless required to do so. under applicable law. In such a case, DataGalaxy will inform the User (or the Customer) of this legal obligation before processing, unless applicable law prohibits such information for reasons of public interest.
DataGalaxy will ensure that persons authorized to process such Personal Data undertake to respect their confidentiality or are subject to an appropriate legal obligation of confidentiality.
DataGalaxy will take into account the nature of the processing of Personal Data and will assist the User (or Customer), through appropriate technical and organizational measures, to the fullest extent possible, in fulfilling its obligation to respond to requests whose the persons concerned seize it in order to exercise their rights on the Personal Data.
DataGalaxy, according to the choice of the User (or the Customer), will delete all the Personal Data concerning them or will return them, under the conditions referred to in Article 15 hereof, and will destroy the existing copies, unless the applicable law does not require the retention of such Personal Data.
DataGalaxy will make available to the User (or the Customer), upon request, all the information necessary to demonstrate compliance with its obligations towards them.
Article 9 – COOKIES
Cookies are collected to facilitate the use of the Solution and/or for the needs strictly necessary for the provision of the Solution requested by the Customer and/or to obtain information on the navigation of the Users and to allow the reconstruction of their path.
The User is hereby informed that continued browsing and use of the Solution constitutes consent to the deposit of cookies on his terminal. They may oppose the recording of cookies, in particular by configuring their Internet browser.
Article 10 – DURATION
These GTU will remain applicable as long as the User License subscribed by the Customer for the User remains in force.
The expiration or termination for any reason whatsoever of the User License shall result in the User being prohibited from using the Solution and benefiting from the Services.
Article 11 – CONFIDENTIALITY
DataGalaxy and the User are mutually committed to a general obligation of confidentiality regarding the information, data, formulas or concepts of the other Party on any medium (written documentation, technical manuals, plans, drawings, schematics, know-how, etc.) exchanged within the framework of the present agreement (hereinafter the “Information”) for a period of 5 (five) years from the date of its disclosure.
The User acknowledges that any Information related to the Solution, communicated by DataGalaxy, within the framework of the present contract, is identified as confidential by nature and he/she is forbidden to communicate it, in whole or in part, to third parties, without the prior written authorization of DataGalaxy or to use it for any other purpose than the one for which it was communicated.
It is reminded that Information does not include information: (i) generally available to the public or known to the public, (ii) previously known to the recipient, (iii) independently developed by the recipient outside the scope of the contract formed in accordance with article 3, (iv) lawfully disclosed by a third party, or on the occasion of a testimony before a competent authority Both Parties shall take all necessary measures with respect to their personnel and partners to ensure the effectiveness of the above obligation.
Article 12 – TERMINATION
Either Party may terminate the User License by operation of law in the event that the other Party fails to comply with its obligations under this GTU, which has not been remedied within thirty (30) days after sending a registered letter with acknowledgment of receipt notifying the breach, without prejudice to any damages and interest.
Article 13 – FORCE MAJEURE
Neither Party shall be liable in the event of force majeure. The following are expressly considered as cases of force majeure that meet the criteria of Article 1218 of the Civil Code and are usually retained by French jurisprudence.
Article 14 – REVERSIBILITY
Upon termination of the License Agreement for any reason, the User has the possibility, through the Solution, to retrieve and export all Customer Data in a standard format readable without difficulty for a period of thirty (30) days.
If the User requests it, DataGalaxy can assist him and/or return all his Customer Data in a standard format readable by the current market software. In this case, DataGalaxy will issue a quotation for the modalities and costs of such reversibility operations.
Article 15 – TRANSFER
Neither Party may assign or transfer, in any manner whatsoever, even free of charge, all or part of its rights and obligations under the GTU without the prior written consent of the other Party.
Article 16 – MODIFICATION OF GTU
The present GTU may be modified by DataGalaxy. Any modification will be notified to the Users in a written notice of modification sent by e-mail to the address indicated at the time of their registration to the Solution. This notice will be sent at least one (1) month before the new GTU become effective.
To continue accessing and using the Solution, the User shall accept the new general terms and conditions of use, by checking the box provided for that purpose, when connecting to the Solution on the day the new general terms and conditions of use come into force or subsequently.
In case of refusal of the new terms and conditions by the User, the access to the Solution by the User will be suspended by DataGalaxy, starting from the effective date of the new terms and conditions and until the acceptance of the new terms and conditions by the User. In this case, DataGalaxy will inform the Customer in writing of the said suspension. After a period of seven (7) days from the date DataGalaxy informs the Customer of the said suspension, DataGalaxy and/or the Customer may terminate the User License of the User in question. Only in this case, after a written request from the Customer, sent by registered mail with acknowledgement of receipt to DataGalaxy within sixty (60) days from the receipt of the notice of GTU modifications, DataGalaxy will reimburse to the Customer, within a maximum period of ninety (90) days, the sums received in advance for the User License, prorated for the duration of the User License until its termination.
Article 17 – VALIDITY
If any provision of the GTU is declared void or unenforceable pursuant to any law, regulation or court order, it shall be deemed unwritten and the remaining provisions shall remain in effect.
Article 18 – APPLICABLE LAW – COMPETENT JURISDICTION
The provisions of the GTU are governed by French law. In the absence of amicable resolution, any dispute relating to the GTU shall be submitted to the jurisdiction of the Commercial Court of Lyon (France), notwithstanding multiple defendants or warranty claims.