General terms and conditions of sale

Information

1. VISIBRAIN is a limited company with capital of 37,711.20 euros, registered with the Evry Trade and Companies Register under number B 533 569 604, with its registered office at: 9, rue Charles Fourier - 91000 Evry - France E-mail address: contact@visibrain.com Telephone: +33 1 85 08 85 90 Publication Director: Nicolas HUGUENIN.

2. VISIBRAIN reserves the right to modify these general terms and conditions at any time, particularly in order to comply with any changes in regulations. Except in the case of mandatory legal provisions, these modifications will have no effect on contracts in progress or Proposals issued.

Preamble

3. VISIBRAIN is a company specialising in social network monitoring. To meet the various image and e-reputation monitoring needs of companies and institutions, VISIBRAIN has developed a social network monitoring software platform, which captures all web and social network publications in real time, and has numerous filtering and alert functions.

4. VISIBRAIN makes its platform available in SaaS mode.

5. The CLIENT has ensured prior to the conclusion of this contract that the functions of the platform and the solution it has chosen are appropriate to its needs.

Subject

6. The purpose of this contract is to define the conditions under which VISIBRAIN makes its services available to the CLIENT: access to its platform and specific services requested by the CLIENT.

Definitions

Platform: the social network monitoring software platform developed by VISIBRAIN and made available to the CLIENT in SaaS mode; - Services: the SaaS services made available to the CLIENT in SaaS mode.
Services: the SaaS services made available to the CLIENT via the platform as described in the Commercial Proposal; and the additional services that may be subscribed to independently of access to the platform;
User: personnel or persons under the CLIENT's responsibility who have access to the platform; the user may be an administrator or a simple reader.

Documents

7. The contractual documents are, in descending order of priority :

the Commercial Proposal ;
these General Terms and Conditions of Sale (GTCS);
the general terms and conditions of use of the platform;
the general terms and conditions and policies of all the social networks present on the Visibrain platform (in particular those of X https://developer.x.com/en/developer-terms);
and may be supplemented by :

special conditions ;
any amendments ;
any appendices.
8. In the event of a contradiction between documents of a different nature or of different rank, it is expressly agreed between the parties that the provisions contained in the document of higher rank will prevail for obligations in conflict of interpretation.

9. In the event of contradiction between the terms of documents of the same order, the most recent documents shall prevail over the others.

Validity / Duration

10. The VISIBRAIN Proposal is valid for a period of thirty (30) days from the date stated in the Proposal. The Proposal must be taken out for the period specified in the terms and conditions of the offer. Any period in progress will be payable in full by the CLIENT.

11. This contract comes into force once the Proposal and the T&Cs have been signed for the period specified in the Proposal or, failing that, for a period of twelve (12) months from acceptance of the Proposal by the CLIENT.

12. Beyond this term, unless otherwise stated in the Proposal, the service is extended by agreement of the parties under the terms of article 1213 of the Civil Code for successive periods of twelve (12) months, unless terminated by one of the parties, sent to the other by registered letter with acknowledgement of receipt, respecting a notice period of three (3) months before the contractual term.

Description of Services

13. The services are based on the platform which enables data to be collected, detected, mapped, stored and automatically archived, in particular the topics and sub-topics created and the associated alerts.

14. The data comes from social networks. VISIBRAIN then upgrades the quality of the data, enabling the CLIENT to access the management tools subscribed to.

Commissioning of Services

15. Implementation of the services on the platform requires :

opening and configuring access to VISIBRAIN ;
creating the user(s);
setting the parameters of the services and in particular the choice of topics and sub-topics by the users.
16. As soon as the present contract is signed and subject to the corresponding payments for the chosen services, VISIBRAIN grants the CLIENT the right to use the services remotely and will provide the users' connection identifiers for the entire duration of the present contract.

17. The identifiers provided to users are confidential, unique and personal.

18. The CLIENT is solely responsible for the use of the connection identifiers by its users, and undertakes on the basis of an obligation of result to keep the connection identifiers secret and to pass on this undertaking to the users of the services.

19. VISIBRAIN authorises one multi-support connection per person and connection identifier.

20. In the event of the loss or theft of his login details, the CLIENT will inform VISIBRAIN immediately by telephone on +33 1 85 08 85 910, or by e-mail at contact@visibrain.com.

Specific services

21. At the CLIENT's request, VISIBRAIN may provide specific services.

22. The services ordered by the CLIENT are listed in the Proposal.

Training

23. The CLIENT may request training on the use of the platform for its users.

24. Training given by VISIBRAIN on the software is limited to two hours (2h) per CLIENT with a maximum of 10 users per session, with the training of users from the same CLIENT being carried out in a single session as far as possible.

25. Training may take place either on the CLIENT's premises or by videoconference. If the training has to be carried out outside Paris and the Paris region at the request of the CLIENT, the latter undertakes to reimburse VISIBRAIN for all reasonable travel and accommodation expenses, on presentation of receipts.

On-call duty

26. In order to be informed at all times of the activation of functionalities, in particular alerts, the CLIENT may ask VISIBRAIN to provide an on-call service.

Study

27. At the CLIENT's request, VISIBRAIN may carry out studies.

28. VISIBRAIN retains the intellectual property rights to the studies it carries out and grants the CLIENT the right to publish and share this study throughout the world without any time limit.

29. The CLIENT acknowledges that VISIBRAIN will be able to re-use this research subject to respecting the confidentiality and anonymity of the CLIENT.

Support

30. VISIBRAIN provides the CLIENT with technical support by email, telephone, or any other means of communication that suits both parties, during working hours, i.e. from 9am to 5pm. The CLIENT may benefit from a maximum of two (2) hours of technical support per month, all CLIENT users included. If this package is exceeded, VISIBRAIN will inform the CLIENT that this technical support will be billed on a per-minute basis. VISIBRAIN cannot commit to a response time for the CLIENT.

Service performance

31. The services are hosted by our service provider OVH on servers located in France.

32. VISIBRAIN undertakes to provide the CLIENT with access to the Services 24 hours a day, 7 days a week with a monthly availability of 99.9%, subject to the maintenance operations necessary for the correct operation of the Service, and except in the event of force majeure.

33. If VISIBRAIN has to interrupt access to the Services, it will endeavour to inform the CLIENT as soon as possible.

Documentation

34. Documentation relating to the services is available on the platform.

Evolution of services

35. VISIBRAIN may develop the services and functionalities, with a view to improving the functional and regulatory aspects of its services. This implies changes in functionalities, interfaces and software updates throughout the life of the contract.

36. In general, the services and functionalities are limited by the technical possibilities offered by the platform and the social networks. VISIBRAIN cannot be held responsible for changes and developments in functionalities due to technical changes.

Telecommunications

37. The costs of access to the VISIBRAIN platform will be borne exclusively by the CLIENT, who will be personally responsible for taking out the necessary telecommunications subscriptions.

Warning

38. The CLIENT is responsible for the proper functioning of his/her computer equipment and Internet access.

39. VISIBRAIN's role is limited to making the services and the monitoring available, but it has no control over the choice of keywords for topics and sub-topics or over the use of the alert function.

Payment

40. The price and invoicing terms are set out in the Proposal. Payment(s) will be due by the CLIENT on receipt of each invoice. Prices are quoted in Euros and exclude VAT.

41. Payment of the price by the CLIENT is an essential condition for the provision of services by VISIBRAIN. Any reduction in price (discount, rebate, cancellation) will be indicated directly on the invoice sent to the CLIENT. VISIBRAIN will immediately pass on to its prices any new tax or increase in the rate of existing taxes. Unless there is an imperative legal provision to the contrary, these changes will have no effect on current contracts and offers issued.

42. The CLIENT undertakes to pay the fees and expenses in accordance with this Proposal and these terms of engagement and will communicate the name and contact details of the person in charge of administration and payment within 5 days of its acceptance of the Proposal.

43. If the CLIENT fails to pay all or part of an invoice issued by VISIBRAIN within the aforementioned period, VISIBRAIN may, at its discretion, charge the CLIENT daily interest based on the Euribor rate (12 months) + 5%, as well as the following penalties by way of default interest, without prejudice to its right to claim compensation for its loss linked to said late payment. In the event of non-payment and in application of article 441-6 of the French Commercial Code, late payment interest will be applied at a rate equal to three times the legal interest rate for the current year. VISIBRAIN will also be entitled to be reimbursed for the sums used to recover its debt.

Revision of the price

44. Prices are revised annually on 30 April in accordance with the following formula:

P(t) = P (t-1) x [ (S(t) / S(t-1) ], where :

P(t-1) is the base price or the price corresponding to the last revision ;
P(t) is the price after revision;
S(t-1) is the latest known Syntec index at the date of signature;
S(t) is the Syntec index published on the date the contract is signed, where the index corresponds to the date of the last revision.
45. The value and date of the original index are specified in the Application.

46. The CLIENT is informed that the price quotation is determined by current market conditions and in particular the costs determined and passed on to VISIBRAIN by its service providers and partners (including social networks).

47. In the event of substantial changes to these costs VISIBRAIN reserves the right to modify the prices indicated in the Proposal. The CLIENT will have the option of refusing this modification with one month's notice. Refusal to do so will automatically result in termination of the contract.

Compensation

48. The CLIENT will not have the right to withhold payment of any sum otherwise payable to VISIBRAIN, by reason of any claim, compensation or damages in the present relationship.

Suspension

49. If the CLIENT fails to comply with its obligations, VISIBRAIN reserves the right to suspend access to the services as of right and without notice. This suspension may not constitute a cause of liability for VISIBRAIN, nor give rise to a revision of the price.

Exceeding

50. If the monthly volume of mentions agreed in the Proposal is exceeded, VISIBRAIN will use its best efforts to inform the CLIENT of this by email. The excess will be invoiced to the CLIENT in accordance with the excess rates in force (generally indicated in the Proposal validated with the CLIENT), which the CLIENT may access at any time on request.

51. Without this list being limitative, exceeding the number of mentions (tweets, Facebook posts, etc...), the number of functionalities such as alerts, SMS, Trends and the number of Topics or others allocated per month and specified in the Proposal will be invoiced by VISIBRAIN to the CLIENT, in accordance with the overrun rates in force or indicated in the proposal validated with the CLIENT, to which the CLIENT may have access at any time upon simple request. VISIBRAIN will make its best efforts to inform the CLIENT of any such overrun by email.

52. VISIBRAIN reserves the right to suspend the CLIENT's access to the results of the functionalities affected by the overrun until the invoice has been settled in the event of non-payment of the services and/or overruns by the CLIENT.

Confidentiality 1

53. VISIBRAIN undertakes not to divulge any information and/or documents that have been reported to it as confidential and of which it has become aware during the performance of the services, and to ensure that its staff make the same undertaking.

54. The CLIENT undertakes to respect the strictly confidential nature of the methods and procedures used by VISIBRAIN, as well as any other procedure that VISIBRAIN may have indicated as such in the course of carrying out the Services, and to ensure that its staff make the same undertaking (in particular, not to publish the data supplied and exported through the services provided by VISIBRAIN).

55. Specifically, the CLIENT acknowledges that the methods and processes used by VISIBRAIN, as well as the results of these methods and processes, may never be communicated to an establishment, parent company, subsidiary, group company or any other company or legal entity, or any person not belonging to the CLIENT. The CLIENT guarantees that its employees comply with this obligation.

56. In the event of failure to comply with this provision, the CLIENT will automatically owe VISIBRAIN compensation in the form of a penalty clause corresponding to five (5) times the total amount paid to VISIBRAIN for all the Proposals affected by the said failure. This compensation will be paid at VISIBRAIN's written request, without prejudice to any damages that VISIBRAIN may be entitled to claim as compensation for its loss.

57. Confidentiality does not apply to information which is or becomes publicly available without the parties having breached the above confidentiality undertakings, such as the Information retrieved by VISIBRAIN at the CLIENT's request, which is by its very nature public.

Confidentiality 2

58. VISIBRAIN exploits the know-how and network of contacts that its staff have accumulated, but does not disclose confidential information from previous clients or previous experience.

Intellectual property rights

59. The platform, including the sections that appear on it, the applications, software and software packages that enable them to function, the databases, texts, information, analyses, images, photographs, graphics and logos, sounds or any other data contained on the platform or generated by them, are artistic or software creations for which VISIBRAIN and, where applicable, its third party partners hereunder, are the holders of all intellectual property rights and/or exploitation rights, in particular, but without limitation, in respect of copyright, database rights, trademark rights and design rights.

60 They remain the exclusive property of VISIBRAIN, of its agent or, where applicable, of their respective owners with whom VISIBRAIN has signed usage agreements. The CLIENT, and all users designated in the Proposal, have a personal right to use the application, the platform, the software and software packages contained therein for internal use solely in connection with the purposes of this Proposal and, for the period of use agreed by both parties. These rights are neither transferable to, nor usable or exploitable by or for the benefit of third parties, or to an establishment, a parent company, a subsidiary, a company in a group or any other company or legal entity, on pain of immediate termination without notice of the Proposal to the exclusive detriment of the CLIENT, without prejudice to any damages that VISIBRAIN may be entitled to claim.

61. The application will be personalised and branded with VISIBRAIN's colours and logos, but may be changed at VISIBRAIN's discretion. The CLIENT is responsible for questions of rights to data and documents relating to the application. VISIBRAIN retains ownership of the methods, know-how and processes that it has developed or implemented to carry out its services, and may use them for other projects. VISIBRAIN retains the right to present the product delivered for the purposes of promoting its activity, while respecting the confidentiality of the data disclosed.

Data of a personal nature

VISIBRAIN responsible for processing

62. For the processing for which it is responsible, VISIBRAIN undertakes to comply with the legislation applicable in France and in the European Union regarding the protection of Personal Data and, more specifically, with the obligations set out in its data protection policy accessible at the foot of the visibrain.com website.

63. For the processing of personal data carried out by VISIBRAIN under these general terms and conditions of sale at the request of the CLIENT, VISIBRAIN acts as a sub-contractor of the CLIENT within the meaning of the regulations applicable in France and in the European Union in the field of the protection of personal data.

VISIBRAIN subcontractor

VISIBRAIN's obligations
64. VISIBRAIN undertakes to process personal data in accordance with the documented instructions sent by the CLIENT and with the provisions of these general conditions of sale.

Data processing.

65. VISIBRAIN undertakes to :

process the data for the sole purpose(s) for which the service is provided.
process the data in accordance with the instructions documented by the CLIENT. If VISIBRAIN considers that an instruction constitutes a breach of the GDPR or any other provision of Union law or the law of the Member States relating to data protection, it shall immediately inform the CLIENT. In addition, if VISIBRAIN is obliged to transfer data to a third country or to an international organisation, by virtue of Union law or the law of the Member State to which it is subject, it must inform the CLIENT of this legal obligation prior to processing and obtain the CLIENT's consent, unless the law concerned prohibits such information on important grounds of public interest ;
establish and update the processor's register of processing operations;
guarantee the confidentiality of personal data processed under the contract, in particular :
not to make any copies of documents and data carriers containing personal data or of the personal data itself, with the exception of those necessary for the performance of its service, which is the subject of these general terms and conditions of sale ;
not to use the documents and personal data for purposes other than those specified in these general terms and conditions of sale;
not to disclose these documents or personal data to unauthorised third parties.
to ensure that persons authorised to process personal data under these general terms and conditions of sale :
undertake to respect confidentiality or are subject to an appropriate legal obligation of confidentiality;
receive the necessary awareness of personal data protection;
take into account, with regard to its tools, products, applications or services, the principles of data protection by design and data protection by default.

Security

66. VISIBRAIN undertakes, in accordance with the regulations applicable to the protection of personal data, to implement the appropriate technical and organisational measures with regard to the nature of the data and the risks presented by the processing, in order to preserve the confidentiality, security and integrity of the personal data to which it may have access during the performance of its services, and in particular to prevent any deformation, alteration, damage, destruction by chance or illicitly, loss, disclosure and/or any access by third parties not authorised beforehand.

67. In order to guarantee an appropriate level of security, VISIBRAIN will in particular implement, taking into account the risks to the security of personal data and to the privacy of individuals, as necessary, appropriate security measures such as :

pseudonymisation and encryption of personal data ;
means to ensure the continued confidentiality, integrity, availability and resilience of processing systems and services;
the means for restoring the availability of and access to personal data within an appropriate timeframe in the event of a physical or technical incident;
a procedure for regularly testing, analysing and evaluating the effectiveness of the technical and organisational measures to ensure the security of processing.
68. The CLIENT may obtain a copy of the technical and organisational measures implemented by VISIBRAIN from dpo@visibrain.com.

Rights of data subjects to their data

69. The CLIENT is solely responsible for managing any requests to exercise rights that it may receive from persons whose data is collected by VISIBRAIN in order to provide the services set out in these general terms and conditions of sale.

70. VISIBRAIN undertakes to co-operate with the CLIENT in the event that the latter is called upon in the context of fulfilling its obligation to respond to requests to exercise rights (access, rectification, deletion, opposition, etc.).

71. VISIBRAIN undertakes (without responding directly to the persons concerned) to:

transmit to the CLIENT, within a period not exceeding forty-eight (48) working hours, any request and/or any request and/or any notification from a resident for the purpose of exercising his/her rights under the regulations relating to the protection of personal data;
from the time of the aforementioned information, cooperate if necessary with the CLIENT and provide it, within an appropriate period of time which may not exceed eight (8) working days, with the information necessary to enable the CLIENT to respond to the persons concerned;
in all cases and where applicable, to implement and to have implemented by the subsequent sub-contractors, within an appropriate period of time which may not exceed eight (8) working days, any request from the CLIENT concerning the rights of the persons concerned.

Data breach

72. In the event of a proven or suspected security breach likely to compromise the security of personal data to which VISIBRAIN has access (destruction, loss, alteration, disclosure, unauthorised access to personal data, whether accidental or unlawful), VISIBRAIN shall immediately :

take all necessary measures to mitigate the consequences and to prevent such a violation from continuing and/or recurring;
notify the CLIENT of the cause, nature and extent of the personal data affected as soon as possible after the discovery of the personal data breach and keep the CLIENT informed of all corrective measures taken. This notification shall be accompanied by any useful documentation to enable the CLIENT, if necessary, to notify this breach to the competent supervisory authority;
carry out investigations to provide the CLIENT, in writing, as and when they are completed, with all useful information on the nature and extent of any personal data already affected and the corrective measures taken or planned;
remind or provide the CLIENT with the name and contact details of the DPO or another contact point from which additional information may be obtained.
73. In the event of incomplete or erroneous instructions on the nature or purpose of the data entrusted to VISIBRAIN as a sub-contractor, then the costs of remediation will be borne by the CLIENT.

Subsequent sub-contracting

74. The CLIENT authorises VISIBRAIN to sub-contract its processing activities specific to the present general terms and conditions of sale. A list of all VISIBRAIN's subcontractors is made available to the CLIENT.

75. In the event that VISIBRAIN calls upon a subsequent sub-contractor who has access to all or part of the personal data, the latter is obliged to respect the obligations of the present general conditions of sale on behalf of and according to the instructions of the CLIENT.

76. It is VISIBRAIN's responsibility to ensure that the subsequent sub-contractor presents the same sufficient guarantees regarding the implementation of appropriate technical and organisational measures so that the requirements of the RGPD are met.

77. If the subsequent subcontractor does not fulfil its data protection obligations, VISIBRAIN shall remain fully liable to the CLIENT for the performance by its subsequent subcontractor of its obligations.

Keeping the register

78. VISIBRAIN, as a processor, undertakes to keep, in writing, a register of all categories of processing activities carried out by it on behalf of the controller, in accordance with the provisions of the RGPD. VISIBRAIN will provide the CLIENT with an extract from its register on request.

Fate of data

79. At the end of these general terms and conditions of sale, VISIBRAIN undertakes to return to the CLIENT, within an appropriate period, which may not exceed thirty (30) working days from the CLIENT's written request, the files and personal data under the conditions specified by the CLIENT and then to destroy them, within a period of three (3) months following the return of the data to the CLIENT, and to justify this in writing, all manual or computerised files containing personal data, unless there is an imperative provision to the contrary resulting from Community law or the law of a Member State of the European Union applicable to the processing operations covered by the present contract.

Documentation

80. At the CLIENT's request, VISIBRAIN will make available the documentation necessary to demonstrate compliance with all its obligations and to enable audits to be carried out under the conditions described in the provisions relating to Audits-Verifications.

Transfer of personal data outside the EEA

81. VISIBRAIN will not transfer any personal data outside the European Economic Area (EEA), including for simple maintenance and IT support purposes, without having sought and obtained the CLIENT's prior written consent in order to allow the CLIENT to analyse the appropriateness of such a transfer, to examine whether the guarantees that VISIBRAIN proposes to put in place to preserve the security and confidentiality of personal data are appropriate, and, if necessary, to complete the applicable formalities.

82. By transfer, we mean the fact of transferring personal data or giving access to it, including by simply making it available, from the territory of a country in the European Economic Area ("EEA") to a country outside the EEA.

83. In any event, the CLIENT shall not authorise any transfer unless appropriate safeguards have been put in place.

Obligation to cooperate

84. VISIBRAIN undertakes to provide all necessary assistance to the CLIENT to enable it to comply with all its obligations under the regulations applicable in France and in the European Union in the field of the protection of personal data, in particular to enable it to carry out data protection impact analyses and other required consultations or to enable the persons concerned to exercise their rights in relation to their personal data.

85. VISIBRAIN also undertakes to cooperate with the competent supervisory authority, in consultation with the CLIENT.

Responsibility towards the persons concerned

86. With regard to compliance with its obligations under Regulation 2016/679, VISIBRAIN is bound by an obligation of means.

87. VISIBRAIN may only be held liable for damage caused by the processing to the data subject if it is proven that it has not complied with the terms of these general terms and conditions of sale, relating to the processing of personal data, the obligations provided for by the RGPD which are specifically incumbent on processors or if it has acted outside or contrary to the lawful instructions of the CLIENT.

88. Under no circumstances will VISIBRAIN be held responsible in the event of incorrect or incomplete instructions regarding the nature or purpose of the processing.

89. In the event of subsequent sub-contracting, VISIBRAIN shall remain liable to the CLIENT for the subsequent sub-contractor's performance of its obligations.

Audits - Verifications

90. The CLIENT reserves the right to carry out any verifications it deems useful to ascertain compliance with the aforementioned obligations by carrying out a security audit at VISIBRAIN or directly at a subsequent subcontractor.

91. The verification or audit carried out by the CLIENT may only take place after thirty (30) working days' notice following the request for verification or audit.

92. VISIBRAIN undertakes to respond to the CLIENT's requests for an audit carried out by itself or by a trusted third party selected by it, recognised as an independent auditor, i.e. independent of VISIBRAIN, with an appropriate qualification, and free to provide details of its remarks and audit conclusions to the CLIENT.

93. The audits must enable an analysis of VISIBRAIN's compliance with its obligations under these general conditions of sale, as well as under the regulations relating to the protection of personal data. In particular, they must make it possible to ensure that the security and confidentiality measures put in place cannot be circumvented without this being detected and notified. Audits and all verifications undertaken by the CLIENT will be at its exclusive expense.

94. With regard to the CLIENT's audit of subsequent subcontractors, VISIBRAIN shall ensure that the contracts concluded with the said subcontractors oblige them to :

to make available all the information necessary to demonstrate compliance with their obligations under the agreement binding them to VISIBRAIN and, to allow audits, including inspections, to be carried out by the CLIENT or another auditor that VISIBRAIN has appointed, and to contribute to these audits.

Other provisions

95. The CLIENT is free to determine the purposes and means of the processing it carries out using the data collected by VISIBRAIN under these general conditions of sale.

96. VISIBRAIN does not intervene in any way in the processing carried out and operated by the CLIENT.

97. The CLIENT undertakes to comply with the legislation relating to the protection of personal data for which it is responsible. VISIBRAIN may not be held responsible for any failure by the CLIENT to comply with its obligations.

98. In this respect, the CLIENT shall be personally responsible for any penalties or financial consequences that it may incur as a result of its failure to comply with data protection regulations.

99. The CLIENT acknowledges that the data to which it is given access via the platform is exclusively public data made accessible to all on social networks. Consequently, and in accordance with data protection regulations, both VISIBRAIN and the CLIENT are considered to be recipients of this data and not subcontractors of the publishers of these social networks.

100. Furthermore, the CLIENT acknowledges that VISIBRAIN has no involvement whatsoever in the processing and enrichment that the CLIENT may carry out on the data communicated via the platform, for which the CUSTOMER alone will be responsible.

Cookies

101. The CLIENT acknowledges that VISIBRAIN may use cookies or any other similar technique to track their browsing on the site and thus collect data concerning them, in accordance with its cookies policy, which is accessible on the VISIBRAIN website at the following address: https://www.visibrain.com/fr/cookies/, and in the footer of each page of its visibrain.com site.

Change of address

102. Each of the parties undertakes to notify the other in writing of any change in its contact details, and in particular its address, telephone number and e-mail address within five (5) days of such a change. In the absence of written notification of such a change, any notification will be considered validly made to the last address communicated by a party.

Notices

103. Any notice sent by one party to the other party must be sent by registered delivery to the address of the other party set out in this Proposal or such other address as may be notified in writing and will be deemed to have been received by the addressee within 72 hours of posting or 24 hours if sent by email to the correct email address of the addressee (with the correct reply in return).

Use of references

104. VISIBRAIN may quote the CLIENT's name as a commercial reference in accordance with commercial practice.

Recruitment / poaching

105. Neither VISIBRAIN nor the CLIENT will hire a person employed by the other party within twelve (12) months of the end of the CLIENT's use of the services offered by VISIBRAIN, except with the written agreement of VISIBRAIN's management. If the CLIENT hires one of the people on the VISIBRAIN team, the CLIENT will pay a one-off amount of 200,000 euros as a penalty clause.

Sub-contracting

106. VISIBRAIN is entitled to subcontract any of its rights or obligations under this agreement.

Liability

107. VISIBRAIN will use its best efforts, in accordance with good practice, to provide its services. However, VISIBRAIN cannot be held liable to the CLIENT for :

the reliability and completeness of the content and information transmitted, which is offered "as is" ;
damage of any kind that may result from modifications to the platform;
disruption, temporary or total unavailability or impossibility of using the platform;
difficulties with response times or any failure in the performance of the services.
108. It is expressly agreed that VISIBRAIN is subject to an obligation of means for the performance of this contract.

109. By mutual agreement, the parties agree that VISIBRAIN :

is only liable for the consequences of direct damage ;
that compensation for indirect damage is excluded; indirect damage is considered to be the loss of markets, data, time, profits, turnover, margins, orders, customers, operations, income, commercial actions or damage to the brand image, any commercial disturbances, expected results and the actions of third parties;
is limited to the sums actually paid by the CLIENT over the last 6 sliding months prior to the occurrence of the event bringing VISIBRAIN's liability into play.
110. VISIBRAIN may advise the CLIENT on how to configure the services. This advice does not transfer any responsibility to VISIBRAIN, the CLIENT remaining in any event the sole decision-maker and responsible for configuring the solutions.

111. Unless explicitly indicated to the contrary by VISIBRAIN, VISIBRAIN is neither responsible for nor the author or publisher of the content identified by the CLIENT. VISIBRAIN may not under any circumstances be held liable for the content identified by the CLIENT in the context of the CLIENT's use of VISIBRAIN's services and in particular, without this list being limitative, concerning its veracity, authenticity, topicality, security and ownership. VISIBRAIN is not responsible for websites or links to which the CUSTOMER may be redirected (and in particular, without this list being limitative, concerning their veracity, authenticity, up-to-dateness, security and ownership). VISIBRAIN may not be held liable in this respect.

112. The CLIENT is solely responsible for the use made by him of the content identified by the use of VISIBRAIN's services and acknowledges that he may only use it for the purposes of monitoring his brand and protecting his reputation. VISIBRAIN reminds the CLIENT that the content identified and, more generally, the Internet sites or links to which it is directed, may be protected by intellectual property rights belonging to third parties. It is the CLIENT's responsibility to carry out any useful verification in this respect.

113. The CLIENT is responsible for ensuring that its users comply with the policies and conditions of use of social networks, and in particular those of twitter (https://developer.x.com/en/developer-terms).

114. Any infringement of the rights of third parties resulting directly or indirectly from the CLIENT's consultation and/or use of the content identified by the CLIENT via the VISIBRAIN services will be the sole responsibility of the CLIENT. The CLIENT undertakes to guarantee VISIBRAIN in this respect in the event of a challenge by a third party.

115. It is up to the CLIENT to take the measures it deems necessary if it wishes to prevent its Users from consulting certain Internet sites.

116. In this respect, the CLIENT guarantees VISIBRAIN against any action, claim, demand or opposition from any person invoking an intellectual property right, or a right to privacy, a right to one's image, a right to respect for one's personal data or any other right to which the performance of the contract by the CLIENT may have infringed.

117. Consequently, the CLIENT will be responsible for all damages and interest that VISIBRAIN may be ordered to pay as a result of an act of counterfeiting or unfair competition or parasitism, or an infringement of privacy, the right to one's image, or personal data resulting from the performance of the contract, as soon as the sentence pronouncing them becomes enforceable, as well as the costs of all kinds borne by VISIBRAIN to ensure its defence, including legal fees. *

118. The CLIENT will also compensate VISIBRAIN for all the harmful consequences suffered by VISIBRAIN as a result of the actions taken against it, in particular indirect prejudice and damage to its image and disturbance of its peaceful enjoyment.

119. The present clause remains applicable in the event of nullity, resolution or termination of the present contract.

Resolution / termination

120. in the event of a breach by one of the parties of its obligations hereunder which is not remedied within 30 days of the sending of a registered letter with acknowledgement of receipt notifying the breach in question, the other party may automatically terminate or rescind the general terms and conditions without prejudice to any damages to which it may be entitled hereunder.

121. Any termination or cancellation pronounced as a result of the CLIENT's failure to fulfil its obligations, as well as any use by the CLIENT of the services which is contrary to this contract, gives VISIBRAIN the right, without prior notice or compensation :

prohibit access to all or part of the Saas services ;
to close the account concerned,
and this without prejudice to any damages to which VISIBRAIN may be entitled and any means of recourse that may be available to it.

122. In the event of termination of this agreement for any reason whatsoever, the CLIENT undertakes to immediately pay VISIBRAIN all sums due under the terms of this agreement.

Exclusivity

123. VISIBRAIN will not give any exclusivity to a CLIENT preventing it from working with competitors of that CLIENT, unless a commercial agreement is reached in the Proposal.

Entire contract

124 Each party acknowledges that the Proposal and the Terms and Conditions contain the entire agreement between the parties and that it is not bound by any oral or written statement made by either party to the other or its employees or agents and has made its own independent investigations into all matters relevant to it.

Force Majeure

125. In the first instance, Force Majeure will suspend performance of the Contract.

126. If the cases of force majeure last longer than two months, this contract will be terminated automatically, unless the parties agree otherwise.

127. Cases of force majeure or fortuitous events are expressly considered to be those generally accepted by the jurisprudence of the French courts and tribunals.

Good faith

128. The parties agree to perform their obligations in complete good faith.

Tolerance

129. The parties mutually agree that the fact that one of the parties tolerates a situation does not have the effect of granting acquired rights to the other party. Furthermore, such tolerance may not be interpreted as a waiver of the rights in question.

Securities

130 In the event of difficulties of interpretation resulting from a contradiction between any of the titles appearing at the head of the clauses and any of the clauses, the titles will be declared non-existent.

Nullity

131. If one or more of the stipulations herein are held to be invalid or declared as such in application of a law, a regulation or following a final decision of a competent court, the other stipulations shall retain all their force and scope.

Entire

132. The contract expresses the entirety of the obligations of the parties. These conditions shall take precedence over any general terms and conditions of purchase of the CLIENT. No general or specific condition appearing in documents sent or handed over by the parties may be incorporated into the present contract.

Guarantee

133. Each of the parties warrants that it has full power to enter into this undertaking and that its representative is duly authorised to sign the Proposal and these general terms and conditions.

Assignment
134. This contract may not be assigned in whole or in part, whether for consideration or free of charge, by either party without the prior written consent of the other party.

Settlement of disputes
135. Prior to any legal action being taken by one party against the other, the parties undertake to use their best endeavours to find an amicable solution to any dispute arising during the performance of this contract.

136. If the dispute is not resolved within thirty (30) days of the start of the amicable procedure or if one of the parties refuses to take part in it, the dispute may then be brought before the competent courts by the most diligent party.

Applicable law and jurisdiction
137. This contract is governed by French law. This applies to both substantive and formal rules, notwithstanding the place of performance of the substantial or ancillary obligations.

138. IN THE EVENT OF A DISPUTE, JURISDICTION IS EXPRESSLY ASSIGNED TO THE COURTS WITHIN THE JURISDICTION OF THE COURT OF APPEAL OF PARIS, NOTWITHSTANDING PLURALITY OF DEFENDANTS OR THE INTRODUCTION OF THIRD PARTIES, EVEN FOR EMERGENCY PROCEEDINGS OR FOR PROTECTIVE PROCEEDINGS, IN SUMMARY PROCEEDINGS OR BY PETITION.