These Terms and Conditions of Use (hereinafter the “T&Cs“), are intended to define the conditions under which the company PROMYZE, a simplified joint-stock company, registered office at 11 Cours du 30 Juillet – 33000 BORDEAUX (RCS 818 859 977) (hereinafter “PROMYZE”) makes the “PROZYME” software, which relates to the collaborative definition and sharing of software development practices (hereinafter “the Service”), available to the user (hereinafter “the User”) through a dedicated online platform (hereinafter “the Platform”).

These T&Cs constitute an agreement regulating the contract between PROMYZE and the User for the duration of the User’s use of the Service. By registering to and accessing the Service, the User explicitly and fully accepts the Terms and Conditions of Use.

The T&Cs are available to view on the Platform and can also be provided to the User upon request. PROMYZE reserves the right to modify the T&Cs at any time. If the T&Cs are modified by PROMYZE, the applicable T&Cs will be those that were in force at the time of the User’s registration.

1) Type of Service

The Service allows a User to create a database of practices. The practices are supported with texts, illustrations, and counterexamples.

A description of the Service and its features is available on the website www.promyze.com. It is the User’s responsibility to analyze the functional and technical characteristics of the Service and check that it corresponds to their own needs.

2) Use of the Service

To use the Service, the User must be invited to join an organization of Users (hereinafter an “Organization“) or create their own Organization of which they automatically become the administrator (hereinafter the “Administrator“).

For all purposes herein, the use of the term “the User” may, depending on the meaning, refer to the “Administrator” (who is also considered a User of the Service).

To create an account, the User must fill in all of the fields on the registration form available on the Platform. During registration, the User is required to create a personal password (in the format indicated on the form) and to expressly accept these T&Cs.

The User is granted a personal, limited, non-transferable, and non-exclusive right to access and use the Service. In all cases, this right may not be transferred or loaned to another person. The Service is intended to be used solely for the personal, internal, and/or professional needs of the Administrator and the Users. Any other use of the Service is strictly forbidden. Any shared services outside the Organization are excluded.

The User agrees to use the Service to process data that is compatible with the Service and is free of any viruses. The User must ensure that there is no infringement of any third-party rights (personal data, copyright, etc.). Should the contrary occur, the User shall be liable for any direct or indirect damage that arises as a result.

Individuals that are minors must obtain consent from their parent or legal guardian to register for the Service. If a minor uses the Service, this implies that they have authorization from their parent or guardian.

3) Trial period – Setting up and running an Organization

PROMYZE allows temporary access to the Service, for a limited period of thirty (30) days, in order to test it free of charge. This trial period allows free access to all of the Platform’s features so that the User can assess whether it corresponds to their needs.

Once the Organization has been created, the Administrator may send invitations to third parties (via email) or other Platform Users so they can join the Organization.

The development practices created within an Organization are unique to that Organization and are not visible to any other Organization on the Platform.

The Administrator is in charge of managing the billing and payment process for the Organization’s subscription to PROMYZE.

Before the trial period ends, the Administrator may either take out a subscription (monthly or annual) on behalf of the Organization, by providing the payment information required to pay the subscription cost to PROMYZE’s banking partner (www.stripe.com) or stop using the Service. If the Administrator fails to provide the required payment information at the end of the 30-day trial period or fails to renew the subscription following the end of the current billing period, the Users of the Organization in question will automatically be blocked from accessing the Service.

It is hereby stated that several Administrators may operate together within the same Organization. The appointment of an Administrator must be made by an existing Administrator of the Organization.

It is expressly acknowledged that an Organization must always have at least one designated Administrator in order to use the Service.

4) Number of Users – Verification

For an annual subscription, the right to use the Service is granted for the number of Users that are subscribed to the Organization on PROMYZE. This number is modifiable and can be directly configured in the space for administrators.

As the number of Users is a factor in the price of the Service, PROMYZE may automatically log out a User in the event of misuse, or if two sessions are opened at the same time in the same workplace (for example with two browsers).

PROMYZE may carry out an audit in order to verify the normal use of the Service and whether the T&Cs are being respected. Should a usage practice be observed with the aim to reduce the tariff, or make it undervalued with respect to the use of the Service, PROMYZE reserves the right to terminate the subscription and/or to invoice the price that should have been applied.

5) Logging in to the Platform

The User is asked to create a password during the registration process. As access to the Service is strictly personal, the User’s password must remain confidential and cannot be transmitted or shared by the User with third parties. The User accepts that PROMYZE may check the IP addresses of connections, and should an abnormally high number of connections using different IP addresses be detected through the User’s personal account codes, this will demonstrate a violation by the User of the Terms and Conditions.

PROMYZE cannot be held responsible if the User makes their password for the Platform clearly identifiable.

6) Accessing the Service

PROMYZE allows Users to access the Service through an Internet browser according to the conditions set out in the T&Cs. To use the Service, the User must have access to a telecommunications network. This service is not PROMYZE’s responsibility and must be provided by a telecommunications operator of the User’s choice and under their responsibility.

The User declares that they are aware of, and accept, the characteristics and limits of the transmission of information via the Internet, as well as the costs associated with connecting to a network. The User agrees that it is their responsibility to ensure that the technical specifications of the hardware and software they use allow them to access the Service in good conditions.

The User acknowledges that the features and limits of the Internet do not guarantee the availability and integrity of data transmission. The User declares that they are aware of, and accept, the characteristics and limits of the Internet and in particular accept (i) that PROMYZE cannot in any way be held responsible for any difficulties or delays in accessing the Service, or for the failure to transmit data, (ii) that the nature of the Internet and in particular its technical performance and response times are not guaranteed and may impact access to and use of the Service, (iii) that it is the User’s responsibility to take all appropriate measures to safeguard and protect their data, (iv) that data transmissions on the Internet only benefit from a relative technical reliability and as a result, this can impact access to the Service and its use, (v) that PROMYZE is only responsible for ensuring access to the Service, and cannot be held responsible for the reliability of the data, the time taken for transmission, the time taken to access the Service, interruptions and/or network access restrictions imposed by the telecom operators, loss of data, display errors, display time, and in general, for the technical performance related to accessing and using the Service linked to the Internet network and/or the telecom operators’ networks.

The Service can be accessed on a computer (not on smartphones or tablets). PROMYZE recommends, for optimal use of the Service, that the following Internet browsers in their most up-to-date versions are used:

– Microsoft Edge,

– Mozilla Firefox,

– Chrome.

It is recommended to access the Service via an Internet connection with a minimum speed of 8 Mb/s.

PROMYZE agrees to make every effort to ensure a good quality of access to the Service. The Service is usually accessible 24 hours a day 7 days a week, except in cases of force majeure (including, but without being an exhaustive list: war, riot, fire, strikes, accidents, natural disasters, bad weather, floods, lightning, terrorist attacks, service disruptions or a service cut on the telecommunications networks or services, telephone line disruptions or malfunctions, radioelectric or electric interference of any kind, technical problems related to an external service provider such as power fluctuations or power cuts). This includes events beyond PROMYZE’s and/or the host’s control, any outages, or maintenance work necessary to ensure the proper functioning of the Service (if applicable, the last example will not result in any compensation).

The User’s access to the Service depends on the Organization’s Administrator being up to date with their payments to PROMYZE. PROMYZE reserves the right to deny the Users of an Organization access to the Service in the event of non-payment or late payment.

7) Data security, hosting, and backup

PROMYZE agrees to continuously provide its employees and subcontractors with training to ensure awareness of best practices in the field of cybersecurity. PROMYZE agrees to regularly use third-party companies to perform penetration tests and audit the Platform, in order to detect potential vulnerabilities. PROMYZE agrees to take the necessary actions if such vulnerabilities are identified.

The User is informed that the information and data used on the Service are hosted on an IT infrastructure provided by the company CLEVER CLOUD (https://www.clever-cloud.com/en/) whose servers are located in data centers in Saint-Denis (93000), Pantin (93500) and Vélizy (78140). CLEVER CLOUD is a simplified joint-stock company registered in the Nantes Trade and Companies Register under RCS 524 172 699, whose registered office is located at 3 rue de l’Allier – 44000 Nantes. Its technical support can be reached by telephone at +33 2 85 52 07 69 and by email at support@clever-cloud.com.

Though all necessary precautions have been taken, PROMYZE cannot guarantee that information and data will be saved permanently on the server, as it is subject to the technical control and responsibility of the service provider. PROMYZE cannot be held responsible for any direct or indirect damage resulting from the loss or unavailability of said information and data.

Accordingly, it is the Users’ responsibility to take all of the measures necessary to safeguard their data. It is expressly agreed that only the User has the right to choose whether or not to save their data on any platform, and whether to keep, share, send, or destroy their data. The User has the sole responsibility for these choices. The User is also strongly advised to periodically back up their data on a different platform.

8) Duration

The duration of a Subscription can be:

  • A monthly subscription: There is no minimum subscription length for monthly subscriptions. The Administrator may terminate the subscription at any time via the administrator space, it is understood that any (monthly) cycle that has already started will be invoiced.
  • An annual Subscription: There is a minimum subscription length of twelve (12) months (excluding the trial period) for annual subscriptions. The Administrator may terminate the subscription via their Administrator Space. It is understood that any (annual) cycle that has already started will be invoiced and that the Users of the Organization will have access to the Service until the end of the ongoing subscription period.

9) Prices – Rates and Conditions

9.1 The Price of the Service

The price of the Service is that which is indicated on the PROMYZE website (www.promyze.com) on the day that the Organization is created. It is given in Euros excl. tax.

The Administrator can choose between an annual or monthly subscription, and the payment will be made by card (via PROMYZE’s service provider STRIPE: www.stripe.com). The payment made by the User will only be considered definitive after the sums payable to PROMYZE have been received.

  • For an annual subscription, the subscription price will be calculated according to the Organization’s maximum number of Users, selected by the Administrator during the creation of the Organization. If the number of Users increases during the subscription period, the Administrator may update the number of Users via the Administrator space. PROMYZE will send the corresponding invoice at the end of the ongoing month, and the invoice will be calculated in proportion to the remaining duration of the ongoing (annual) subscription period.
  • For a monthly subscription, the subscription fee will be calculated according to the Organization’s number of Users at the end of each (monthly) billing cycle.

PROMYZE reserves the right to modify its prices at any time. For ongoing billing cycles, PROMYZE will notify the Administrator by email of the new applicable tariff and the date that said tariff will enter into force. If the Administrator does not give a refusal in writing within thirty (30) calendar days, the tariff change shall be deemed to have been accepted and shall be in place for the next billing cycle.

Any delay in payment shall automatically and without formal notice result in the application of late payment interest, which is equal to five (5) times the legal interest rate in force and will be calculated on all the sums owed by the User. This is notwithstanding any other action for late penalties and interest. In addition, a failure to pay by a due date, for whatever reason, shall be subject to additional bank and administration fees (late payment fees, reminder letters and telephone charges, direct debit failure and return fees, a fixed recovery fee of forty (40) euros (including tax) per invoice in accordance with the provisions of Article L. 441-6 of the French Commercial Code).

In the event of late payment, PROMYZE will be authorized to suspend the use of the Service for the Organization’s Users until the outstanding amount has been paid in full. A suspension is not considered a termination, and PROMYZE is not responsible for any possible loss resulting from said suspension.

9.2 Additional services

PROMYZE may provide, in addition to the Service, certain associated services, such as training on how to use the Platform, advice on how to use it, etc. An estimated cost for these services will be provided at the User’s request (unless it has been expressly included in an initial quote).

10) Intellectual Property

The PROMYZE software is protected by international copyright laws and treaties. It is also protected by other international laws and treaties on intellectual property. All copyrights and other rights relating to intellectual and industrial property, patents, trademarks, trade secrets, know-how, concepts, and inventions, belong to and/or remain reserved at all times to PROMYZE. The information provided by PROMYZE remains the property of PROMYZE, and access to the Service does not imply any transfer of rights to the User. The content of the PROMYZE software cannot be, even partially, subject to a loan, a transfer, data extraction, and/or transfer of any kind. The User agrees that PROMYZE is the owner of all intellectual property rights related to the PROMYZE software. The User should note the provisions of Article L.122-4 of the French Intellectual Property Code, which states, “any representation or reproduction, in whole or in part, by any means whatsoever, made without the consent of the author or publisher, is unlawful.”

The same applies to texts, works, illustrations, brands, distinctive signs, and images provided as part of the Service that may be protected by trademark law or copyright. They are the property of PROMYZE and access to the Service does not imply any transfer of rights to the User.

The User’s compliance with the aforementioned provisions is a decisive and necessary requirement. Should the User violate the Terms and Conditions of Use of the Service, PROMYZE reserves the right to terminate access to the Service without notice.

11) Guarantees – Liability

The User understands and accepts that PROMYZE only provides a collaborative service allowing the defining and sharing of software development practices. There is no guarantee that the Service is adapted to all the needs and requirements that a User may have, and this is solely up to the User to assess.

PROMYZE cannot guarantee the outcome or the accuracy of the data and information resulting from the use of the Service. The Users are solely responsible for this. PROMYZE is under no obligation, whether express or implied, relating to the Service in terms of, but not limited to, its use, performance or results, commercial value, satisfactory quality, or suitability for a specific purpose. It is expressly accepted that PROMYZE shall not be held responsible for reliability, accuracy, performance, relevance, omissions, losses, or errors (notably in the case of transmission of incorrect information) of information resulting from the use of the Service. Furthermore, it is expressly agreed between the parties that PROMYZE does not assume any responsibility related to the User’s use of the Service.

The User is solely responsible for their use of the Service. The User indemnifies PROMYZE against any third-party claims.

PROMYZE does not assume any responsibility for any damage, whether direct or indirect, resulting from the use of the Service. This includes, but is not limited to, any loss of profit, data, recordings or content, or any interruption of activity.

The User acknowledges that they are likely to transfer data that is potentially sensitive, private, or subject to intellectual property rights (notably source code) via the Service. PROMYZE will not be held responsible if data that the User does not hold the necessary rights for is, voluntary or involuntary, uploaded to the Platform.

12) Confidentiality

PROMYZE agrees to keep the existence and content of the User’s data that PROMYZE has access to for the purposes of the present agreement strictly confidential.

The User is solely responsible for ensuring that access to the Service remains confidential and agrees, in particular, to take all necessary measures to ensure the security and confidentiality of data from the Service (both their own and that of other Users in their Organization).

13) Termination

PROMYZE reverses the right to terminate the User’s subscription and access to the Service as part of its rights, without judicial intervention, obligation, or other liability, should the User be in violation of these T&Cs or any other conditions relating to the Service. This will be done by giving fifteen (15) days’ notice, provided that the User has not ceased the infringement within the stated notice period.

Following the termination, for whatever reason, the User must immediately cease to use the Service in any way whatsoever.

14) Processing of personal data

PROMYZE is committed to respecting the privacy and confidentiality of the User’s personal data, by undertaking all of the necessary measures to protect, process, and use the data in compliance with the applicable regulations, in particular EU Regulation 2016/679 of the Parliament and the Council of 27 April 2016, and Law No. 78-17 modified on 6 January 1978, known as the “Data Protection Act”.

This data shall only be stored for as long as it is needed to carry out the purpose for which it was collected, and for a maximum period of sixty (60) days after the User ceases to use the Service. PROMYZE agrees, at the User’s request, to destroy or return their personal data following the end of the User’s use of the service, and to provide written proof to the User that it will not keep a copy of their data.

The User has the right to access, amend, correct, and delete any personal data held.

The User can direct any request related to the protection and processing of their personal data to PROMYZE’s Data Protection Officer (DPO) by post to “PROMYZE – DPO – 11 Cours du 30 Juillet – 33000 BORDEAUX” or by email to (contact@promyze.com).

15) General provisions

15.1 Severability. If any of the clauses in these T&Cs is held to be invalid following a decision made by a competent court, the other clauses shall otherwise remain enforceable, in full force and effect. In such a case, the Parties must, where possible, replace the void clause with a valid clause corresponding to the intent and purpose of the T&Cs.

15.2 Headings. The headings of the clauses are for ease of reference only and have no contractual value or particular meaning in themselves.

15.3 Tolerance. Should PROMYZE refrain from invoking any of the clauses or tolerate a breach by the User in relation to any of the clauses herein at any given time, this will not constitute a waiver of PROMYZE’s right to enforce it in the future.

16) Applicable law and legislation

These T&Cs are subject to French law and legislation.

If any dispute related to the Service, the PROMYZE software, the Platform, or the interpretation or execution of these T&Cs cannot be resolved out of court, it will be referred to the competent court within the jurisdiction of the registered office of PROMYZE, to which jurisdiction is expressly granted.

17) Specific conditions for consumers

17.1 Scope of application

The provisions below are only applicable to Users who fall under the definition of consumers under the French Consumer Code. They are in addition to the other clauses of these T&Cs, which remain fully applicable, except when the provisions below expressly override them.

17.2 Additional clauses

The following clauses are in addition to the T&Cs, which remain fully applicable to Consumer Users.

17.2.1 Right of withdrawal

In accordance with the provisions of Article L.221-18 L.221-18 and seq. of the French Consumer Code, the User is entitled to a right of withdrawal when placing an order remotely via the Platform. The User may exercise this right, without justification or paying a penalty (except, if applicable, for return shipping costs) within fourteen (14) days from the day after the order was made.

The User must exercise their right of withdrawal before the end of the aforementioned period, by completing and sending the withdrawal form below, or any other unambiguous statement expressing their desire to withdraw to PROMYZE by registered mail with proof of receipt.

Withdrawal form

“Attn: PROMYZE, 11 Cours du 30 Juillet – 33000 BORDEAUX :

I hereby notify you of my withdrawal from the following services:

Order n° …………………………. on ………………………………..

Consumer name: ……………………………………………………

Consumer address: ……………………………………………………

Signature: …………………………………………………

Date:…………………………………………

The right of withdrawal, if validly exercised, entitles the User to a refund of the amount paid on the day of the cancellation.

 

17.2.2 Complaints

In accordance with the provisions of Article L. 611-1 of the French Consumer Code, if the consumer has sent a written complaint to the service provider and does not deem the response to be satisfactory, or has not received a response within (30) days, they may submit their complaint free of charge to a Consumer Ombudsman. It must be submitted within a maximum period of one (1) year from the initial complaint.

17.3 Contrary provisions

The following provisions are in addition to the T&Cs, which remain fully applicable to Consumer Users.

17.3.1 Late Payments

The forty (40) euro fixed penalty for recovery costs which must be paid by Professional Users in the event of late payment does not apply to Users who are consumers. However, Consumer Users may be liable for any recovery costs incurred in the event of legal proceedings with a writ of execution.

17.3.2 Jurisdiction

In the event of a dispute involving a Consumer User, the jurisdiction is expressly attributed to the Court where the User resides.

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