1 – GENERAL PROVISIONS

These terms and conditions of use apply in their entirety to any use of all or parts of the easylience® Software Suite and its Platform.

They constitute the essential and determining conditions and prevail over all general conditions and all other documents coming from a user or any third party, whatever the terms. Therefore, any use of the easylience® Software Suite implies the unreserved acceptance of these terms and conditions of use.

The fact that NANOCODE does not avail itself, at any time, of a prerogative recognized by these terms and conditions shall not be construed as a waiver by NANOCODE of its right to avail itself of the corresponding prerogative at a later date.

Each of the provisions of these terms and conditions shall apply to the fullest extent permitted by law and the invalidity of any provision or part thereof shall not affect the remainder of that provision and the terms and conditions as a whole.

2 – DEFINITIONS

Whenever used in the body of these terms and conditions, the terms below shall have the following meaning:

2.1. Subscriber(s)

Any customer(s) having subscribed to a subscription from NANOCODE, for the use of a Module of the easylience® Software Suite and its Platform by a determined number of Users.

2.2. Administrator(s)

Any user(s) of an easylience® Software Module, authorized by NANOCODE to create User Accounts for the benefit of Users under the terms of a subscription contract signed by a Subscriber.

2.3. Client(s)

All client(s) of the company NANOCODE.

2.4. Administrator account(s)

Any account for access and use of one or more Modules of the easylience® Software Suite and its Platform, activated for an Administrator.

2.5. User account(s)

Any account for access and use of one or more Modules of the easylience® Software Suite and its Platform, activated for a User.

2.6. Module / easylience® module

Any current and/or future version of a module of the easylience® software suite published by NANOCODE.

2.7. Platform / easylience® platform

The web platform in SaaS mode with the address https://.easylience.com/, set up and made available by the Company NANOCODE for the benefit of Subscribers, their Administrators and their Users in order to allow them to use one or more of the Modules of the easylience® Software Suite and associated services from a computer or a mobile application.

2.8. easylience® Software Suite

Any current and/or future version of the crisis steering software suite, published by NANOCODE under the name “easylience® software suite”.

2.9. User(s)

Any user(s) of an easylience® Software Module who is authorized to connect to the corresponding easylience® Platform by an Administrator under the terms of a Subscriber’s subscription agreement.

3 – APPLICABLE LAW – JURISDICTION

3.1. Any question relating to these Terms and Conditions shall be governed by French law.

3.2. In case of dispute, any dispute relating to these terms and conditions, as well as to the terms of use of the easylience(r) Software Suite and its Platform will be under the sole jurisdiction of the Commercial Court of the jurisdiction of the registered office of the company NANOCODE, even in case of summary proceedings, appeal in warranty, incidental demand or multiple defendants.

4 – CHARACTERISTICS OF THE PLATFORM

Prior to signing up for an Administrator Account or User Account, any User may consult the website https://<nom for the Platforme>.easylience.com to learn about the essential characteristics of the easylience® Software Suite and its Platform that they wish to use.

The photographs, graphics and descriptions of the easylience® Software Suite and its Platform are only indicative and are not binding on NANOCODE.

5 – USER ACCOUNT

Any use of the easylience® Software Suite requires the prior activation of a User Account or Administrator Account, authorized under a Subscription Agreement.

Each User Account or Administrator Account is personal and non-transferable.

6 – DURATION OF USE

The duration of use of the easylience® Software Suite and its Platform is limited to the duration of the opening and validity of the corresponding Administrator Account or User Account, within the limits of the corresponding Subscription contract.

7 – TERMS AND CONDITIONS OF THE PLATFORM’S AVAILABILITY

The NANOCODE Platform is made available to Subscribers and their Administrators and Users, from the website https://<nom of the Platform>.easylience.com, by means of access and user codes.

7.1. Prérequis

In order to use the NANOCODE Platform, all Users must have, at their own expense, an Internet access subscription and make sure that their computer equipment configuration is adapted and compatible.

7.2. Scope of services

For any User Account opened, the services of NANOCODE company include, under the conditions described in these terms and conditions: the rights of use of the Platform as well as the updates of the Platform, hosting, daily backups, confidentiality of Users’ data and the various tools made available by NANOCODE to use the service

7.3. Access and use codes

Once the subscription contract is validated, NANOCODE company provides the Subscriber with a login for the designated Administrator (with an email address and a phone number) who generates passwords according to the number of declared Users, in order to allow them to access and use the licensed Modules of the corresponding Platform.

Users are responsible for the use of the IDs and passwords thus assigned or generated, as well as the actions that may be taken under the corresponding User Accounts.

All Users undertake to ensure compliance with the provisions of this article. The User shall immediately inform the Subscriber of any fraudulent use of an account of which he is aware, so that the Subscriber in turn immediately informs the company NANOCODE.

7.4. Access to the Platform

easylience®Platform . and its services are reserved exclusively for Subscribers and the corresponding Administrators and Authorised Users.

The Platform and its services are accessible 24 hours a day, 7 days a week, subject to suspension due to breakdowns, failures or paralysis of the network, the system and/or the means of communication, as well as maintenance and correction interventions required for the updating and proper functioning of the website.

Each Subscriber, each Administrator and each User is personally responsible for setting up the computer and telecommunication resources needed to access the website https://<nom of the Platform>.easylience.com/.

Subscriber, its Administrators and its Users shall be responsible for the telecommunication costs of accessing the Internet and using the Platform.

7.5. Hosting

NANOCODE company commits itself to host or to have hosted its Platform and the user space dedicated to the Subscriber.

The company NANOCODE commits to implement effective controls to verify, with reasonable assurance :

– that Subscriber, its Administrators and its Users will be able to access and use the Platform under normal and identical conditions to those set out in these terms and conditions;
– the proper processing of the data entrusted to it without risks of omissions, alterations, deformations or any other form of anomalies likely to affect the integrity of the results of the applications.

NANOCODE also commits to implement effective protective controls to prevent, with state-of-the-art assurance, any unauthorized physical and electronic access to the operating system and its applications, as well as to the confidential information of Subscribers, their Administrators and their Users.

As such, NANOCODE commits to ensure that the Platform meets all the conditions and security measures, in accordance with the rules of the art. Personal data of Subscriber, Administrators and Users will be stored on secure equipment in accordance with state-of-the-art technical standards.

However, the Subscriber agrees that the current Internet transmission protocols do not allow for the certainty and continuity of the receipt of messages, the integrity of transmitted documents or the identity of the sender. Also, the responsibility of the company NANOCODE could not be sought in case of poor transmission due to a failure or malfunction of these transmission networks.

No responsibility of NANOCODE company can be sought in case of interruptions or operating difficulties beyond the control of NANOCODE company or its subcontractors, especially in case of interruption of electricity or telecommunications services, technical failures caused by malicious actions (hackers attack, etc.)

Each User shall refrain from any intrusion or attempted intrusion activity from the server.

7.6. Reversibility

NANOCODE commits to ensure the reversibility of data uploaded to the Platform by the Subscriber, its Administrators and Users in a usable format. Any specific request from the Customer will be invoiced.

8 – SCOPE OF THE RIGHTS OF USE GRANTED

8.1. For each subscription contract, NANOCODE grants to the Subscriber the non-exclusive, non-transferable and personal right to use the Platform, that :

– for the Subscriber’s personal and internal use only;

– for declared Administrators and/or Users only;

– and for the duration specified in the relevant subscription contract.

8.2. In general and unless otherwise agreed in writing by NANOCODE company, Subscriber, Administrators and Users shall use the Platform in accordance with the general terms of use as published by NANOCODE company.

8.3. Unless otherwise agreed in writing by NANOCODE, Subscriber, its Administrators and its Users shall refrain from any type of use not expressly authorized by these Terms and Conditions.

8.4. Subscribers, Administrators and Users shall in particular refrain from:

– post, broadcast, upload and/or transmit, by e-mail or otherwise, any content:

o contrary to public order, morality, insulting, defamatory, racist, xenophobic, revisionist or damaging to the honour or reputation of others;

o inciting hatred or discrimination against a person or a group of persons on the grounds of sex, origin or membership or non-membership of a particular ethnic group, nation, race or religion;

o threatening a person or group of persons;

o which would be inappropriate for its intended audience;

o Pornographic, paedophilic or zoophilic;

o inciting to commit an offence, violent acts, a crime or an act of terrorism or advocating war crimes or crimes against humanity or inciting to suicide;

o in violation of the privacy of correspondence;

o that would be misleading or inconsistent with reality;

o include computer viruses or any other code, cases or programs designed to interrupt, destroy or limit the functionality of any computer software, computer, or telecommunications equipment, but this list is not exhaustive;

o enabling third parties to obtain, directly or indirectly, pirated software, software serial numbers, software enabling acts of piracy and intrusion into computer and telecommunications systems, viruses and, in general, any software or other tool enabling infringement of the rights of others and the security of persons and property;

o or in a general way, which is contrary to the law in force in France;

– disrupt the normal flow of dialogue, accelerate the rate of screen scrolling so that Subscribers, Administrators or Users are unable to follow and type their dialogue, or take any other action that has a similarly disruptive effect on the ability of Subscribers, Administrators or Users to communicate in real time;

– hinder or disrupt the services of the Platform, the servers, the networks connected to the Services, or refuse to comply with the requirements, procedures, general rules or regulations applicable to the networks connected to the Services;

– use the Platform in a way that could, in any way

o infringe the rights and interests of third parties;

o make the Platform and/or its services unusable, overloaded or damaged;

o hinder and prevent the normal use and enjoyment of the Platform by other Subscribers, Administrators or Users;

– attempt to mislead the company NANOCODE by usurping the name or corporate name of other persons;

– forge headers or otherwise manipulate the identifier in such a way as to conceal the origin of the content transmitted via the Platform;

– reproduce, copy, resell, or exploit for any commercial purpose whatsoever any part of the Services, any use of the Services, or any right to access the Services;

– intentionally or unintentionally violate any applicable national or international law or regulation.

8.5. It is reminded that the easylience Software Suite and its Platform are not intended to be used as messaging tools outside of crisis management. Subscribers, Administrators and Users agree to use the Easylience Software Suite and its Platform for crisis management purposes only.

8.6. Subscribers, Administrators and Users are solely and entirely responsible for the content they post, transmit, upload and/or upload, by email or otherwise, to the Platform, and NANOCODE shall not be liable for such content.

8.7. Subscriber agrees to ensure compliance with the provisions of this section by all its Administrators and Users.

8.8. The Subscriber agrees to allow representatives or any other agent of NANOCODE company to ensure the use of the Platform in accordance with the terms and conditions of these General Terms and Conditions and the special conditions.

8.9. In general, in the event of non-performance by a Subscriber of any of the obligations imposed by these General Terms and Conditions, or of any other specific contractual stipulation imposed on the Subscriber, the Subscriber’s corresponding rights of use may be immediately and automatically suspended and/or terminated by simple notice.

9 – INTELLECTUAL PROPERTY – DATA OWNERSHIP

These Terms and Conditions and the licenses they govern do not confer upon the Subscriber, its Administrators and its Users any title or right of ownership over the Modules of the easylience Software Suite and the corresponding NANOCODE Platform, which remain the exclusive property of NANOCODE regardless of the form, language, medium of the programs or language used.

Consequently, Subscribers, Administrators and Users shall refrain from any act likely to infringe this property right.

Subscriber, its Administrators and its Users expressly forbid themselves from transferring, exchanging, lending or otherwise granting to a third party, even free of charge, any right of use granted by NANOCODE.

Subscriber, its Administrators and its Users undertake to take all necessary measures, in particular security measures, with respect to its staff and any third party on its sites, to ensure the respect of NANOCODE’s property rights on its Software.

10 – COLLABORATION – INFORMATION

Each User agrees to cooperate with NANOCODE and/or its subcontractors and to provide them with the information and/or documents necessary to perform the services.

11 – TIME OF EXECUTION AND DELIVERY

NANOCODE will perform its services or deliveries within the time period specified in the relevant special conditions. However, these deadlines are given as an indication and their non-observance shall in no case give rise to the cancellation of an order or the payment of damages. In any case, the Subscriber will not be able to protest against any delay in performance in the event that it is not up to date with its obligations towards the NANOCODE company, in particular with respect to payment, or if the NANOCODE company was not in possession of the information necessary for the performance of its corresponding services in due time.

It is specified that the contracts may not be executed until the Subscriber has paid any agreed deposit.

12 – GUARANTEES

12.1. The easylience® Software Suite and its Platform made available by NANOCODE comply with the French legislation in force.

Also, in case of use of the NANOCODE Platform outside the French territory, it is up to the Subscriber and the User to make sure in advance that the easylience Software Suite does not contravene local standards.

13 – RESPONSIBILITIES

13.1. The company NANOCODE makes commitment to perform its obligations with all the care in use in its profession and to comply with the rules of art in force. However, it is expressly specified that the company NANOCODE will be bound only by an obligation of means and not of result.

13.2. In any case, Subscribers, their Administrators and their Users will use the NANOCODE Easylience Software Suite Modules under their sole direction, control and responsibility.

13.3. The company NANOCODE can not be held responsible for damages resulting from /to :

– non-performance or improper performance by the Subscriber and/or its Administrators and/or its Users of their obligations under these General Terms and Conditions and the special conditions;

– a misuse of all or part of the NANOCODE Solution by the Subscriber and/or its Administrators and/or its Users;

– a malfunction of all or part of the NANOCODE Solution which:

o be caused by modifications made to all or part of the components of the NANOCODE Solution and/or to the equipment running with said NANOCODE Solution, by the Subscriber or any third party not authorised by NANOCODE;

o would not be attributable to the NANOCODE Solution.

13.4. NANOCODE shall not be held responsible for the adequacy of the NANOCODE Solution to the needs of the Subscriber, its Administrators and its Users (which is indeed a matter of the Subscriber’s appreciation).

13.5. Subscribers are responsible for making regular and usual backups of all data processed directly or indirectly for the NANOCODE Solution.

13.6. NANOCODE company will not be liable for unforeseeable damages, nor for indirect and/or consequential damages such as loss of profit, financial loss, commercial loss, loss of customers, loss of orders, resulting from the use of the NANOCODE Solution.

13.7. NANOCODE shall not be held liable in any way for the provision of a free Beta Test version of the NANOCODE Solution.

14 – FORCE MAJEURE

Are considered as force majeure with regard to the obligations of the company NANOCODE, the events of force majeure as defined by Article 1218 of the Civil Code and more broadly the cases of war, explosion, acts of vandalism, riots, civil commotion, acts of terrorism, machine breakdown, fire, storm, water damage, total or partial strikes, acts of government, legislative or regulatory provisions, blockages and failures of transportation or supply means of telecommunication networks, blockages and failures of computer networks (including switched networks of telecommunication operators), failures of public electricity distribution network, loss of Internet connectivity, which would be of a nature to delay or prevent the performance of NANOCODE company’s obligations.

15 – DATA PROCESSING AND FREEDOM

15.1 – Processing of personal data, operated by the company NANOCODE in the context of its commercial relationship with its Customers

The company NANOCODE implements processing of personal data.

The legal basis for the processing of personal data is :

– the legitimate interest pursued by the company NANOCODE when it pursues the following purposes:

– prospecting and animation;

– management of the relationship with its customers and prospects;

– organisation, registration and invitation to NANOCODE events;

– the execution of pre-contractual measures or of Subscriptions or contracts when it implements processing whose purpose is :

– the production, management and follow-up of its clients’ cases;

– recovery;

– the functions of the easylience Software Suite and its support obligations to Users;

– compliance with legal and regulatory obligations when it implements processing for the purpose of :

– billing;

– accounting.

The company NANOCODE keeps the data only for the time necessary for the operations for which they were collected and in compliance with the regulations in force.

In this respect, customer data is kept for the duration of the contractual relationship plus 3 years for animation and canvassing purposes, without prejudice to retention obligations or limitation periods.

In terms of accounting, they are kept for 10 years from the end of the accounting period.

Prospective customers’ data is normally kept for a maximum of 3 years if no participation or registration to NANOCODE events has taken place.

The data processed are intended for authorized persons of the company NANOCODE, and its IT service providers.

Under the conditions defined by the French Data Protection Act and the European Data Protection Regulation, individuals have the right to access, rectify, question, limit, portability and delete data concerning them.

Data subjects also have the right to object at any time, for reasons relating to their particular situation, to the processing of personal data whose legal basis is the legitimate interest of the company NANOCODE, as well as the right to object to commercial prospecting.

They also have the right to define general and specific directives defining the manner in which they wish the above-mentioned rights to be exercised after their death by e-mail to contact@easylience.com or by post to the following address, accompanied by a copy of a signed identity document: NANOCODE, Digital Square, 1137 A avenue des Champs Blancs – 35510 CESSON-SEVIGNE, France.

Data subjects have the right to lodge a complaint with the French Data Protection Authority (CNIL).

15.2 – Processing of personal data by NANOCODE in the context of its Services or by means of the EASYLIENCE software suite

15.2.1. General Stipulations

In the course of performing its services, NANOCODE may import and process, for a short period of time, personal data on behalf of the Customer in order to characterize the data useful for the operation of the NANOCODE Solution within the framework of the corresponding Subscription of the Customer.

In this case:

– the Customer alone will be the “Person in Charge”, as referred to in article 3-I of the French Data Protection Act of 6 January 1978, of the processing of personal data collected or used by NANOCODE;

– NANOCODE will only act as a “Subcontractor” as referred to in Article 35 of the French Data Protection Act of 6 January 1978, acting on behalf of the Customer and on the latter’s instructions, taking in particular all necessary measures to protect the security and confidentiality of the data collected in accordance with the regulations in force.

In this regard, NANOCODE and the Customer warrant to each other that they will comply with (i) the law n°78-17 of January 6, 1978 relating to data processing, files and freedoms, (ii) Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, as of its entry into force on 25 May 2018 and (iii) any other national laws or regulations applicable during the term of the Agreement.

NANOCODE and the Customer will assist each other to demonstrate that they have effectively complied with these legal and/or regulatory provisions.

15.2.2. Obligations of NANOCODE as a “Subcontractor”

15.2.2.1. General obligations

NANOCODE guarantees that it has the necessary technical and organizational skills to perform the personal data processing operations entrusted to it by the Customer, in compliance with the obligations set forth in this article and only for the scope and under the conditions set forth in the contract binding it to the Customer.

As such, the company NANOCODE commits to:

– process the data solely for the sole purpose(s) specified by the Customer, i.e. the characterisation of the data useful for the operation of the Solution in the context of the Customer’s corresponding Subscription;

– refrain from any processing or use of the data that does not comply with the Client’s written instructions and/or is not related to the performance of the contract with the Client;

– not to make any use, including commercial use, on its own behalf or on behalf of third parties, of the personal data transmitted or collected in the course of the performance of the contract binding it to the Customer, except for statistical purposes;

The company NANOCODE also commits, under the conditions set out below:

– to take into account the principles of data protection by design and data protection by default in its tools, products, applications or services;

– inform the Customer without delay of any request addressed to it directly by the persons concerned by the personal data processed, and more generally of any event affecting the processing of personal data;

– guarantee the confidentiality of personal data processed in the course of its Services;

– ensure that the persons authorised to process personal data for the purposes of the performance of the contract between it and the Customer :

– undertake to respect confidentiality or are subject to an appropriate legal obligation of confidentiality;

– receive the necessary training on the protection of personal data.

15.2.2.2. Security and confidentiality of personal data

NANOCODE will take all necessary measures to preserve the integrity, availability and confidentiality of personal data that it will process on behalf of the Customer during its Services. To this end, the company NANOCODE makes commitment to implement technical and organizational measures to ensure, taking into account the state of the art, a level of security and confidentiality appropriate to the risks presented by the processing and the nature of personal data processed.

The company NANOCODE company in particular to:

– to store and process the Customer’s personal data and/or data collected by the Customer separately from its own data or the data of other customers or suppliers;

– protect personal data against accidental or unlawful destruction or accidental loss, alteration, disclosure or unauthorised access;

– take the necessary measures to ensure the reliability of its employees who have access to personal data.

15.2.2.3. Subcontracting

NANOCODE may use any second-tier subcontractors to carry out specific processing activities, which the Customer hereby accepts. In such a case, NANOCODE will inform the Customer in advance and in writing of any change envisaged concerning the addition or replacement of other subcontractors. This information should clearly indicate the processing activities outsourced, the identity and contact information of the subcontractors and the dates of the subcontracts.

Any subcontractor of NANOCODE company will be required to comply with the obligations under this article on behalf of and according to the instructions of the Customer. It will be the responsibility of the company NANOCODE to ensure that its subcontractors will present sufficient guarantees regarding the implementation of appropriate technical and organizational measures so that the processing meets the requirements of Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data. If a subcontractor fails to fulfill its data protection obligations, then NANOCODE will remain fully responsible to the Customer for the performance by such subcontractor of its obligations.

15.2.2.4. Data Fate

At the end of the contract with the Customer, NANOCODE company commits to return or destroy, according to the instructions and within the time limits indicated by the Customer, all personal data processed on behalf of the Customer in an automated or manual way, unless the Union law or the French law requires the conservation of personal data. NANOCODE shall also return to the Customer all data, records or manual files held.

Any return of data must be accompanied by the destruction of all existing copies in the information systems of NANOCODE, which must certify this in writing.

Generally speaking, in the case of a destruction of data, this will be attested by the drafting of a destruction report.

15.2.2.5. Data Protection Officer

NANOCODE will provide the Customer with the name and contact details of its data protection officer.

15.2.2.6. Register of categories of processing activities

NANOCODE Company shall be responsible for the proper maintenance of its own register of personal data processing by ensuring that all categories of processing activities it performs on behalf of the Customer are included in its register.

As such, this register should mention :

– the name and contact details of the Client on whose behalf it is acting, of any subcontractors and of its data protection officer;

– the categories of processing carried out on behalf of the Customer;

– where applicable, transfers of personal data to a third country or to an international organisation, including the identification of that third country or international organisation and, in the case of transfers referred to in the second subparagraph of Article 49(1) of Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, the documents attesting to the existence of appropriate safeguards;

– to the extent possible, a general description of the technical and organisational security measures, including inter alia, as appropriate :

– encryption of personal data;

– means to ensure the continued confidentiality, integrity, availability and resilience of processing systems and services;

– means to restore the availability of and access to personal data within an appropriate timeframe in the event of a physical or technical incident;

– a procedure to regularly test, analyse and evaluate the effectiveness of the technical and organisational measures to ensure the security of the processing (following a security assurance plan).

The company NANOCODE will allow the consultation of this register by the control authority, upon request.

15.2.2.7. Documentation

NANOCODE will make available to Customer the information and documentation necessary to demonstrate compliance with all of its obligations and to permit and assist in audits, including inspections, by Customer or another auditor appointed by Customer.

15.2.2.8. Audit

The Customer, if it so wishes, may perform an audit, both during the execution of the Agreement and at its conclusion, directly or through any independent external subcontractor, not directly competing with NANOCODE, in order to ensure compliance with the obligations of NANOCODE under this section, but also to respond to any request from the CNIL or a judicial or administrative authority.

The Customer shall communicate to NANOCODE in advance, and at least two months in advance, any request for an audit operation, the date of the audit as well as the name and contact details of the persons in charge of the audit. NANOCODE company will not refuse without legitimate reason the persons designated to perform the audit. In the event of refusal, the Parties will meet to agree on the appointment of the auditor. Any dispute will be brought before the competent courts.

NANOCODE will cooperate in good faith with the auditor and will provide him with all information, documents or explanations necessary for the performance of the audit and will allow him access to all sites, computer facilities, tools and means of NANOCODE used to perform the services.

In the event that the audit reveals breaches of NANOCODE’s obligations, NANOCODE expressly commits to implement at its own expense all necessary corrective measures within ninety (90) days from the notification of the breaches to NANOCODE and to justify them in writing to the Customer.

15.2.3. Specific obligations of the User

In general, the User shall be responsible for complying with all of its own obligations as a personal data controller.