GCU

1 – GENERAL PROVISIONS

These general terms and conditions of use apply in their entirety to any use of all or part 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 issued by a user or any third party, whatever their terms. Any use of the easylience® software suite implies 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 stipulations of the present general terms and conditions shall apply to the fullest extent permitted by law, and the nullity in whole or in part of any clause shall not affect the remainder of that clause and the general terms and conditions as a whole.

2 – DEFINITIONS

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

2.1. Subscriber(s)

Any customer(s) who has taken out a subscription with NANOCODE, with a view to the use of a Module of the easylience® Software Suite and its Platform by a specified number of Users.

2.2. Administrator(s)

All(s) 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 Customer(s)

Any customer(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 / Plateforme easylience®

The web platform in SaaS mode with the address https://.easylience.com/, set up and made available by the NANOCODE Company for the benefit of Subscribers, their Administrators and their Users in order to enable 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 management software suite published by NANOCODE under the name “easylience® Software Suite”.

2.9. User(s)

Any user(s) of an easylience® Software Module, authorized to connect to the corresponding easylience® Platform by an Administrator under the terms of a subscription contract signed by a Subscriber.

3 – APPLICABLE LAW – ATTRIBUTION OF JURISDICTION

3.1 All matters relating to these General Terms and Conditions shall be governed by French law.

3.2 In the event of litigation, any dispute relating to these General Terms and Conditions, as well as to the conditions of use of the easylience(r) Software Suite and its Platform, shall be subject to the exclusive jurisdiction of the Commercial Court of the jurisdiction of the registered office of the NANOCODE company, even in the event of summary proceedings, warranty claims, incidental claims or multiple defendants.

4 – FEATURES OF THE PLATFORM

Prior to signing up for an Administrator Account or User Account, any User may consult the website https://<name of the Platform>.easylience.com for information on the essential characteristics of the easylience® Software Suite and its Platform that he/she wishes to use.

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

5 – USER ACCOUNT

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

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 opening and validity of the corresponding Administrator Account or User Account, within the limit of the duration of the corresponding Subscription Contract.

7 – HOW THE PLATFORM IS PROVIDED

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

7.1. Prerequisites

To be able to use the NANOCODE Platform, all Users must have, at their own expense, an Internet access subscription and ensure that the configuration of their computer equipment is suitable and compatible.

7.2. Scope of services

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

7.3. Access and use codes

Once the subscription contract has been validated, NANOCODE provides the Subscriber with an identifier to be used by the designated Adminstrator (with an email address and a telephone number) who alone generates the passwords according to the number of declared Users, in order to enable them to access and use the licensed Modules of the corresponding Platform.

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

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

7.4. Access to the Platform

The easylience Platform®< span style="font-size: 16px; letter-spacing: 0px;"> < span style="font-size: 16px; letter-spacing: 0px;">and its services are reserved solely for Subscribers and the corresponding Administrators and Authorized Users.

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

Each Subscriber, Administrator and User is personally responsible for setting up the IT and telecommunications resources required to access the website at https://<name of the Platform>.easylience.com/.

Subscribers, Administrators and Users are responsible for all telecommunication costs incurred when accessing the Internet and using the Platform.

7.5. Hosting

NANOCODE undertakes to host or to have hosted its Platform and the space dedicated to the Subscriber.

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

– that the Subscriber, its Administrators and its Users will be able to access and use the Platform under normal conditions identical to those set out in these general terms and conditions;
< span style="font-size: 16px; letter-spacing: 0px;">– the proper processing of the data entrusted to it without risks of omissions, alterations, deformations or any other forms of anomalies likely to harm the integrity of the results produced by the applications.

In addition, NANOCODE undertakes to implement effective protection controls of such a nature as to prevent, with an assurance in accordance with the rules of the art, 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.

In this respect, NANOCODE undertakes to ensure that the Platform complies with all security conditions and measures, in accordance with the state of the art. The personal data of the Subscriber, Administrators and Users will be stored on secure equipment, in application of technical standards in accordance with the rules of the art.

However, the Subscriber acknowledges that current Internet transmission protocols do not guarantee the correct reception of messages, the integrity of transmitted documents or the identity of the sender. Therefore, NANOCODE cannot be held liable for any faulty transmission due to a failure or malfunction of these transmission networks.

NANOCODE shall not be held liable in the event of interruptions or operating difficulties beyond the control of NANOCODE or its subcontractors, in particular in the event of interruption of electricity or telecommunications services, technical failures caused by malicious acts (hacker attacks, etc.).

Users shall refrain from any intrusion or attempted intrusion of the server.

7.6. Reversibility

NANOCODE undertakes 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 – EXTENT OF RIGHTS OF USE GRANTED

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

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

– for Administrators and/or registered Users only;

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

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

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

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

– displaying, broadcasting, downloading and/or transmitting, by e-mail or in any other way, any content :

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

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

o threatening a person or a group of people ;

o is inappropriate for its intended audience;

o of a pornographic, paedophilic or zoophilic nature;

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

o violates the privacy of correspondence;

o is misleading or does not conform to reality;

o includes computer viruses or any other code, files or programs designed to interrupt, destroy or limit the functionality of any software, computer or telecommunications tool, without this list being limitative;

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 tools enabling infringement of the rights of others and the security of persons and property;

o or, in general, which would be 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 find it impossible to follow and type their dialogue, or commit any other action having a similarly disruptive effect hindering the ability of Subscribers, Administrators or Users to communicate in real time;

– interfere with or disrupt Platform services, servers or networks connected to the Services, or refuse to comply with any requirements, procedures, general rules or regulatory provisions applicable to networks connected to the Services;

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

o infringe the rights or interests of third parties ;

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

o harm or hinder 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 others;

– forge headers or otherwise manipulate identifiers in order to disguise the origin of content transmitted via the Platform;

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

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

8.5. 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 messaging tools of the Easylience Software Suite and its Platform for the sole purpose of crisis management.

8.6. Subscribers, Administrators and Users are solely and entirely responsible for the content they post, emit, upload and/or transmit, by e-mail or in any other way, on the Platform, and NANOCODE cannot be held liable in this respect.

8.7. The Subscriber undertakes to ensure that all its Administrators and Users comply with the stipulations of the present article.

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

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

9 – INTELLECTUAL PROPERTY – DATA OWNERSHIP

The present General Terms and Conditions and the user 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, program support or language used.

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

In particular, Subscribers, Administrators and Users expressly refrain from transferring, exchanging, lending or otherwise granting to a third party, even free of charge, any right of use granted by NANOCODE.

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

10 – COLLABORATION – INFORMATION

Each User undertakes to cooperate with NANOCODE and/or its subcontractors and to provide them with the information and/or documents necessary for the performance of the services.

11 – PERFORMANCE AND DELIVERY TIME

NANOCODE will carry out its services or deliveries within the period specified in the corresponding special conditions. However, these deadlines are given for information purposes only and failure to meet them shall not under any circumstances give rise to cancellation of the order or payment of damages. In any event, the Subscriber may not protest against any delay in performance in the event that it is not up to date with its obligations towards NANOCODE, particularly with regard to payment, or if NANOCODE has not been in possession of the information necessary for the performance of its corresponding services in good time.

It is specified that contracts may not be executed before the Subscriber has paid any agreed down payment.

12 – GUARANTEES

12.1. The easylience Software Suite and its Platform provided by NANOCODE comply with current French legislation.

Therefore, in the event of use of the NANOCODE Platform outside French territory, it is the Subscriber’s and User’s responsibility to ensure in advance that the easylience Software Suite does not contravene local standards.

13 – LIABILITIES

13.1. NANOCODE undertakes to carry out its obligations with all the care customary in its profession and to comply with the rules of the trade in force. However, it is expressly specified that the company NANOCODE will only be bound by an obligation of means and not of result.

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

13.3. In particular, NANOCODE shall not be held liable for any damage 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 Terms and Conditions ;

– 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 is 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 authorized by NANOCODE ;

o is not attributable to the NANOCODE Solution.

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

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

13.6. NANOCODE shall 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

Force majeure events as defined by article 1218 of the French Civil Code and, more generally, cases of war, explosion, acts of vandalism, riots, popular movements, acts of terrorism, machinery breakdown, fire, storm, water damage, total or partial strikes, acts of government, legislative or regulatory provisions, are considered as force majeure events with respect to the obligations of NANOCODE, blockages and failures of means of transport or supply of telecommunications networks, blockages and failures of computer networks (including switched networks of telecommunications operators), failures of the public electricity distribution network, loss of Internet connectivity, which would be likely to delay or prevent the performance of NANOCODE’s commitments.

15 – DATA PROCESSING AND FREEDOMS

15.1 – Processing of personal data by NANOCODE as part of its commercial relationship with its Customers

NANOCODE implements the processing of personal data.

The legal basis for the processing of personal data is :

– the legitimate interest pursued by NANOCODE for the following purposes:

– prospecting and promotion ;

– management of relations with customers and prospects;

– organization, registration and invitation to NANOCODE events;

– the execution of pre-contractual measures or of Subscriptions or contracts when it implements processing for the following purposes:

– production, management and follow-up of customer files ;

– collection;

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

– compliance with legal and regulatory obligations, when the company implements processing for the following purposes: – invoicing

– invoicing ;

– accounting.

NANOCODE retains data only for as long as is necessary for the purposes for which it was collected, and in compliance with current regulations.

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

For accounting purposes, data is kept for 10 years from the end of the financial year.

Prospect data is normally kept for a maximum of 3 years if no participation or registration in NANOCODE events has taken place.

The data processed is intended for authorized NANOCODE staff 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, query, limit, port or 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 NANOCODE, as well as the right to object to commercial canvassing.

They also have the right to define general and specific directives defining the way in which they intend 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).

The persons concerned have the right to lodge a complaint with the CNIL.

15.2 – Processing of personal data carried out by NANOCODE as part of its Services OR USING THE EASYLIENCE SOFTWARE SUITE

15.2.1. General provisions

As part of the performance of its Services, NANOCODE may be required to import and process, for a short period of time, personal data on behalf of the Customer in order to characterize data useful for the operation of the NANOCODE Solution as part of the Customer’s corresponding Subscription.

In this case :

– the Customer alone will be the “Person Responsible”, as referred to in article 3-I of the French Data Protection Act of January 6, 1978, for 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 January 6, 1978, acting on behalf of and on the instructions of the Customer, and in particular taking all necessary measures to protect the security and confidentiality of the data collected in accordance with the regulations in force.

In this respect, the company NANOCODE and the Customer guarantee 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) the Regulation 2016/679 of the European Parliament and of the Council of April 27, 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 May 25, 2018 and (iii) any other national legislative or regulatory provision applicable throughout the term of the Contract.

NANOCODE and the Customer shall further assist each other in demonstrating that they have effectively complied with such legal and/or regulatory provisions.

15.2.2. Obligations specific to NANOCODE as “Subcontractor”.

15.2.2.1. General obligations

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

In this respect, NANOCODE undertakes to :

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

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

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

NANOCODE also undertakes, under the conditions set out below :

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

– inform the Customer without delay of any request made directly to it 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 authorized to process personal data for the purposes of executing the contract binding it to the Customer :

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

– receive the necessary training in 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 the personal data it processes on behalf of the Customer in the course of its Services. To this end, NANOCODE undertakes to put in place the technical and organizational measures necessary 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 the personal data processed.

In particular, NANOCODE undertakes to :

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

– protect personal data against accidental or unlawful destruction, accidental loss, alteration, disclosure or unauthorized 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 call upon any second-tier subcontractors to carry out specific processing activities, which the Customer hereby accepts. In such a case, the NANOCODE company will inform the Customer in advance and in writing of any change envisaged concerning the addition or replacement of other subcontractors. This information must clearly indicate the subcontracted processing activities, the identity and contact details of the subcontractors and the dates of the subcontracting contracts.

Any subcontractor of the NANOCODE company will be required to comply with the obligations referred to in this article on behalf of and in accordance with 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. Should a subcontractor fail to meet its data protection obligations, NANOCODE will then remain fully liable to the Customer for the performance by said subcontractor of its obligations.

15.2.2.4. Fate of data

At the end of the contract binding it to the Customer, the NANOCODE company undertakes to return or destroy, according to the instructions and within the deadlines indicated by the Customer, all personal data processed on behalf of the Customer in an automated or manual manner, unless Union law or French law requires the retention of personal data. NANOCODE shall also return to the Customer all data, files or manual files held.

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

More generally, in the event of data destruction, this will be attested by the drafting of a destruction report.

15.2.2.5. Data protection representative

NANOCODE will inform the Customer of the name and contact details of its Data Protection Officer.

15.2.2.6. Register of categories of processing activities

NANOCODE shall be responsible for maintaining its own register of personal data processing activities, ensuring that all categories of processing activities carried out on behalf of the Customer are recorded in the register.

In this respect, the register must include :

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

– 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 organization, including the identification of such third country or international organization 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, documents attesting to the existence of appropriate safeguards;

– as far as possible, a general description of technical and organizational security measures, including among others, as appropriate:

– encryption of personal data ;

– means of guaranteeing the ongoing confidentiality, integrity, availability and resilience of processing systems and services;

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

– a procedure for regularly testing, analyzing and evaluating the effectiveness of technical and organizational measures to ensure the security of processing (following a security assurance plan).

NANOCODE will allow the supervisory authority to consult this register on request.

15.2.2.7. Documentation

The NANOCODE company will make available to the Customer the information and documentation necessary to demonstrate compliance with all its obligations and to allow audits, including inspections, to be carried out by the Customer or another auditor appointed by the Customer, and to contribute to such audits.

15.2.2.8. Audit

The Customer, if it so wishes, may carry out an audit, both during the performance of the Contract and at its conclusion, directly or through the intermediary of any independent external subcontractor, not a direct competitor of the NANOCODE company, in order to ensure compliance with the NANOCODE company’s obligations under this article, but also in order to respond to any request from the CNIL or a judicial or administrative authority.

The Customer will communicate to the NANOCODE company 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. The NANOCODE company will not be able to refuse without legitimate reason the persons designated to carry out 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 the auditor with all information, documents or explanations necessary for the performance of the audit and will allow the auditor access to all NANOCODE sites, computer installations, tools and means used to perform the services.

In the event that the audit reveals breaches of NANOCODE’s obligations, the latter expressly undertakes to implement, at its own expense, all necessary corrective measures within a period of 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 personally responsible for complying with all of its own obligations as a data controller.