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Comeen - General Terms and Conditions of Sales

General Terms and Conditions of Sale

Comeen and/or its affiliates (hereinafter "Comeen") operates a cloud-based solution (the “Solution”) relating to a workplace management platform which provides digital signage features (“Comeen Play”), attendance tracking, desk booking, meeting room management and visitors onboarding (“Comeen Workplace”).

These general terms and conditions of sale (hereinafter the “General Terms and Conditions of Sale” and alternatively the "Terms") govern the terms of sale applicable between Comeen and its Clients (the "Clients") in connection with the subscription to the services (the “Services”) of the Comeen Solution. 

In the EU and the rest of the world, outside the territory of the United States, the Comeen Services are provided by, and the Client is contracting with:

COMEENSociété par actions simplifiée de droit français, immatriculée au Registre du Commerce et des Sociétés de Bordeaux sous le numéro 834 702 821, numéro de TVA FR28834702821, dont le siège social est situé au 88 Cours de Verdun, 33000 Bordeaux, France. 

In the United States, the Comeen Services are provided by, and the Client is contracting with:

COMEENINC, une société organisée et opérant selon les lois de l'État du Delaware, enregistrée sous le numéro 7031441, et dont le siège social est situé au 251 Little Falls Drive, Wilmington, New Castle, 19808 DE. 

Comeen and the Client are hereinafter referred to individually as a "Party" and collectively as the "Parties".

1. Subject

1.1 The purpose of these Terms is to define the conditions under which Comeen grants to the Client a personal, non-transferable and non-exclusive license authorizing the access and use of the Solution by the Client and its authorized users (the “Users”).

1.2 These Terms are reserved and only applicable to professionals, to the exclusion of consumers. The Client hereby undertakes to make only purchases directly related to its professional activity. As Clients are professionals, consumer laws do not apply to these Terms. 

Prior to the subscription to the Services, the Client declares that it has read and accepted these Terms. 

Unless otherwise stipulated in writing by Comeen, subscription to the Services implies the Client's full and unreserved acceptance of these Terms and the express exclusion of all other prior conditions or conditions such as any general conditions of purchase established up by the Client or any document issued by the Client. 

In any case, in the event of any contradiction between these Terms and any general terms and conditions of purchase or any other general or special terms and conditions of the Client, these Terms shall prevail. 

1.3 These Terms are made available to the Client by Comeen prior or upon subscription to the Services, and in particular upon provision of its quote where applicable. They can in any case be accessed on Comeen’s Website (“Comeen Site” or the “Site”) at the following URL: https://comeen.com/legal/informations, where they can be consulted directly. They may also be communicated on request by telephone, e-mail or post. 

1.4 Comeen reserves the right to modify its Terms at any time. In the event of modification of the Terms, the applicable Terms are those in force at the date of the subscription or of its renewal. 

1.5 If any provision(s) of the Terms were to be found to be illegal, invalid or unenforceable for any reason whatsoever, such provision(s) shall be deemed unwritten, and such without affecting the validity of the remaining provisions, which shall continue to apply.

1.6 Failure by Comeen to take immediate action with respect to acts or failures of the Client shall not constitute a waiver of Comeen’s remedy or right to take judicial or other appropriate measures, nor shall it constitute waiver of such action in the future.

2. Service Subscription

2.1 Comeen provides the Client with access rights to the SaaS Services of the Solution. The Services provided are defined in Comeen's proposal or quotation. In the event of the provisions of a quote, the quote shall prevail.

Use of the Services and the Solution is subject to the terms of Comeen's applicable General Terms of Use (hereinafter referred to as the "General Terms of Use" or the “GTU(s)”), which are available on the date hereof under this link: https://comeen.com/legal/informations

The Client guarantees and ensures compliance by its Users of all applicable terms of use of the Solution and of the Services, as defined in the applicable GTUs and all applicable terms and agreements, such including where applicable any SaaS agreement executed between the Client and Comeen. The Client remains entirely liable towards Comeen for the use by all its Users of the Services and the Solution. It is specified that in the event of execution of a SaaS Agreement, terms of use defined in the executed SaaS Agreement shall prevail.

2.2 Subscription

Subject to terms defined in an executed SaaS Agreement between the Client and Comeen, or any other agreement concluded with the Client for another duration, and unless agreed otherwise by the Parties, the Client subscribes to a paid subscription (the “License(s)”) per yearly periods.

The subscription made with Comeen directly shall be automatically renewed for identical periods without termination by the Client under the conditions set forth in Article 5.

The subscription conditions are defined in Article 4 hereof.

2.3 Trial Period

Upon subscription, and where and if applicable, the Solution may be used for a limited period of time, as provided by Comeen, in the form of an individual, non-transferable and non-exclusive subscription depending on the Services.

Users duly authorized by the Client may benefit from a free right of access to try Comeen features and Services for a period specified on the Comeen Site on the date of subscription.  

The Client shall receive an invitation to subscribe prior to the expiration date of the trial period.

During the trial period, the relevant GTUs remain applicable.

2.4 The Client acknowledges that Comeen has no obligation of exclusivity. Consequently, Comeen may freely provide Services to other clients, including competitors of the Client.

3. Price

3.1 In consideration for the right to access and use the Solution and the Services, the Client shall pay to Comeen license fees (the “License Fee(s)”) for the subscribed Services.

Financial terms and conditions applicable on the date of subscription are provided by Comeen to the Client by any means, and in particular upon provision of Comeen’s quote. 

Confirmation of the subscription implies full acceptance of these Terms according to the terms hereof and forms a contract between Comeen and the Client (the “Agreement”).

The Client can during the subscription period modify the chosen subscription. This modification shall take effect for the remainder of the subscription period and for the successive renewals subject to subsequent modification or termination. In this case, the amounts due shall be recalculated on a pro rata basis for the remaining subscription period, it being specified that the subscription is non-refundable. 

Parties may alternatively execute a specific agreement which shall then define the agreed financial terms between the Parties and prevail in case of contradiction with these Terms.

3.2 The prices of the Services subscribed to are those in force on the day of the subscription. They are defined in Euro or in USD and calculated exclusive of tax. Consequently, they shall be increased by the rate of VAT and/or any other tax and/or charges if applicable on the date of acceptance of the subscription. 

Comeen reserves the right to modify its prices at any time. In this case, Comeen shall inform the Client by any means prior to the renewal date. Unless expressly refused by the Client, changes shall be deemed accepted by the Client and shall come into effect on the subscription renewal date.

Prices may be modified in the event of legislative and/or regulatory changes likely to lead to price variations, such as: modification of the applicable VAT rate, introduction of new taxes, modification of an existing tax, etc...

The prices quoted include any discounts and rebates that Comeen may grant.

4. Terms and condition of payment

4.1 Payment methods are as follows:

  • Carte de crédit ;
  • Prélèvement SEPA, pour les clients situés dans l'UE.
  • Where the Client is located outside the EU, Parties may agree on payments via wire transfer;
  • If the Client is located within the USA and for payments to COMEEN, INC, Parties may agree on payments by ACH payments.

Payments by the Client may also be made through a third-party marketplace. Payment means and modalities are provided by Comeen and all commissions applied by such marketplace shall in any event be borne solely by Comeen.

Comeen’s invoices are, as the case may be, issued in Euros or in USD. All sums due are paid on the subscription start date or its date of renewal. 

Conditions of payment are defined by Comeen and are subject to evolution. 

Comeen's payment providers are STRIPE regarding credit card payment, and GO CARDLESS regarding SEPA direct debit. Available third-party marketplaces are provided by Comeen.

All such providers are subject to evolution.

The Client shall pay the total amount of each invoice, all taxes included where applicable, and may not operate any compensation with any sums due or claimed to be due by Comeen. 

Le Client accepte de payer toutes les taxes, les frais gouvernementaux, les frais de transfert et toutes les autres taxes applicables à tous les paiements effectués. Tous les frais bancaires ou frais ou tels de tout autre intermédiaire liés au paiement ou à tout incident sont à la charge exclusive du Client. Le Client s'engage à ce que toutes les sommes versées par le Client soient du montant prévu aux présentes sans déduction par le Client de tout montant tel que toute retenue à la source, qui sera à la charge exclusive du Client.

The Client shall comply with all its obligations of payment and accepts that Comeen retains if required and necessary the aforementioned information of payment according to the conditions and applicable legal durations.

Any default of payment shall entail the automatic termination of the Agreement.

Le client accepte également ce qui suit :

  • Selon le lieu de la transaction, des frais de transaction ou des prix différents (par exemple, des taux de change) peuvent être applicables.
  • The Client shall be automatically billed with its payment method at the beginning of each subscription period for the fees and taxes applicable to that period. 

In the event of total or partial non-payment, the Client shall pay to Comeen a late payment penalty equal to ten percent (10%). 

Cette pénalité est calculée sur la base du montant TTC de la somme due, et court à partir de la date d'échéance de la facture sans qu'aucune mise en demeure préalable ne soit nécessaire.

The Client undertakes to pay all invoices on time and without deduction. Any delay in payment shall result in the payment of a flat-rate indemnity for recovery costs of forty (40) euros. If the recovery costs are higher than this flat-rate amount, additional compensation shall be due, upon presentation of supporting documents. 

En cas de contestation d'une facture, le paiement de la facture contestée reste dû. Si la contestation est acceptée, un avoir sera établi et remis au Client dans les meilleurs délais.

In the event the Client fails to pay all sums due to Comeen pursuant to these Terms, Comeen may interrupt access to the Services and shall in addition be authorized to terminate this Agreement, as of right, following the sending of a notice to cure by registered letter with acknowledgement of receipt, in accordance with conditions set forth in Article 5 of these Terms.

5. Term- Termination- Consequences of termination

5.1 Duration

Subject to terms of any applicable SaaS Agreement or any other specific agreement, the Agreement takes effect on the date on which the Client subscribes to the use of the Solution, and shall be renewed by tacit agreement for successive one (1) year periods.

The subscription to the Services shall be automatically renewed under the conditions defined above except in case of notice of termination of the subscription by the Client at least one (1) month before the date of anniversary of renewal or notification of termination by Comeen in accordance with the conditions defined below.

En cas de résiliation de l'abonnement par le Client, l'abonnement prend fin à la date d'expiration de la période souscrite en cours, sans renouvellement.

5.2 Termination

5.2.1 Termination of the Agreement for default 

5.2.1.1 Termination

In the event of a breach by either Party of any of its obligations under these Terms or the applicable GTU and/or SaaS Agreement where applicable, the Agreement may be terminated at the fault of the defaulting Party.

Thus, in the event a Party sends to the other notice of termination, by registered letter with acknowledgement of receipt, for failure to comply with one of its obligations under this Agreement, (i) if the breach may not be cured, the Agreement shall be immediately terminated by the non-defaulting Party at the other Party’s fault following first presentation of said notice, (ii) if the breach may be cured, the defaulting Party shall have a period of one (1) month as from the date of first presentation of said notice to definitively remedy to the breach or default. In this second case, if the breach or default is not definitively remedied within this period and the formal notice remains unsuccessful, the Agreement shall be terminated as of right at the defaulting Party’s fault. 

Termination is without prejudice to any damages to which the non-defaulting Party may be entitled as a result of the breach or default by the defaulting Party and to any recourse relating to the breach(es) found.

Furthermore, and in any event, in case of termination of the Agreement for any reason whatsoever, all sums due by the Client to Comeen for the Services already provided shall become immediately due. 

L'exercice de ce droit de résiliation ne dispense pas la Partie défaillante de l'exécution des obligations souscrites jusqu'à la prise d'effet de la résiliation, sans préjudice des recours éventuels de l'autre Partie.

5.2.1.2 Consequences of termination

5.2.1.2.1 In the event of termination of this Agreement, all sums due by the Client to Comeen for the remainder of the unexpired subscription period shall become immediately due. No reimbursement shall be due for the subscribed License(s) and the Services for any reason whatsoever.

The License(s) subscribed by the Client shall automatically terminate.

5.2.1.2.2 Unless otherwise agreed, Client Data (the “Client Data”, as defined in the applicable terms of use of the Solution) shall be deleted within one (1) month as from the termination date of the Agreement.

Following termination, the Client and its Users Client shall have the opportunity to download their Client Data (as defined in the relevant and applicable terms of use) for their own archiving as per the terms hereunder and the modalities and format defined by Comeen. 

Reversibility operation included in the subscription cost include where applicable:

  • Providing playlists and content list in JSON format;
  • Providing an archive with images and videos uploaded in Comeen’s library regarding Comeen Play. 
  • Archive relating to buildings, presence and rooms regarding Comeen Workplace.

Comeen may perform additional reversibility operations of Client Data following quotation by Comeen and prior acceptance by Client.

The Personal Data shall be immediately deleted from the Solution when the account of the Client and/or the Users is definitively deleted.

All other terms applicable relating to the cessation of use of the Solution, are defined in the applicable GTUs and/or the SaaS Agreement.

5.2.2 Termination of the subscription

5.2.2.1 Termination of the subscription by Comeen

Subject to the terms of any SaaS Agreement or any other specific agreement between the Client and Comeen, Comeen may suspend the subscription at its convenience, by simple notification.

The subscription shall end on the day of the subscription expiry date and no renewal shall occur.

Comeen may also terminate the subscription with immediate effect at any time. In such event of termination of the subscription with immediate effect under this clause, the sums paid for the remaining duration of the subscription shall be reimbursed to the Client pro rata to the sums paid.

5.2.2.2 Termination by the Client

Subject to terms of any applicable SaaS Agreement or any other specific agreement between the Client and Comeen, in the event of termination of the subscription by the Client, the subscription shall end on the day of the subscription expiry date and no renewal shall occur.

5.2.2.3 Consequences of termination

5.2.2.3.1 All sums due by the Client to Comeen in respect of the use of the Services, if any, and in particular for the remaining duration if the subscription, shall become immediately due. Subject to terms of Article 5.2.2.1§3, no amounts shall be refundable. 

Aucune compensation, indemnité ou dommage de quelque nature que ce soit ne sera dû par l'une des parties à l'autre.

The License(s) subscribed by the Client shall automatically terminate.

5.2.2.3.2 All other terms pertaining to deletion of Client Data, Personal Data and reversibility operations are defined in Article 5.2.1.2.2.

6. Intellectual property

6.1 Comeen’s intellectual property rights 

The Client is not granted any intellectual property rights pertaining to the Solution under this Agreement, and it is reminded that Comeen is and remains the sole holder of the intellectual property rights relating to the Solution.

No provision of the present Terms may be construed as granting the Client or its Users the right to use the name of Comeen, nor the trademarks, logos, domain names and other distinctive attributes of Comeen. 

Comeen is the holder of all intellectual property rights, including, but not limited to, the Comeen trademarks, logos, and/or any other distinctive signs, corporate names, signage, drawings, models, samples, brochures, materials, prototypes, documents, drafts, memos, plans, studies, descriptions, consultations, opinions, findings or other pleadings, methods, processes, techniques, developments, designs, techniques, and know-how, source codes and computer codes, software documents, electronic mechanisms and systems, and any other related elements, this list being non-limitative.

The Client undertakes never to infringe Comeen's property rights.

The Client undertakes not to reproduce, represent, disseminate, adapt and/or modify, in any way and for any purpose whatsoever, even partially, these elements without the express, written and prior authorization of Comeen. 

The Client shall also refrain from distributing, marketing, exploiting and more generally making available or granting the use of these same elements to third parties.

Any unauthorized use of the Solution or of any of the elements contained therein shall be deemed to constitute an infringement and shall be prosecuted in accordance with the provisions of any and all applicable laws.

In general, the authorization of use of the Solution provided for herein shall not entail any transfer of rights or guarantee, whatever the title, for the benefit of the Client or of third parties. For the avoidance of doubt, the rights granted hereunder do not constitute, under any applicable law, an assignment of rights, and may not be assigned.

Comeen holds all rights pertaining to the Solution, as well as all interfaces and applications developed by Comeen to access the Comeen Services, available and future, on all current and future operating systems and solutions, as well as all trademark registrations, present or future, and related elements, including all logos, designs, models, images, photographs, illustrations and all other elements and associated rights. 

Comeen holds all rights pertaining to the content and data (other than the Client Data, as defined in the applicable terms of use of the Solution) included or accessible on and/or through the Solution, including any text, graphic, logo, name, brand, designation, tab, feature, image, sound, data, photograph, graph, database, solutions, web page template, widget, source code and object, computer code, including HTML, application, audio, music, video and other media, design, animation, method, product, algorithm, invention, patent, trade secret and other content, whether or not registered and/or patentable, any derivative works of the foregoing, and any other material or software. 

Under no circumstances may these elements be downloaded, copied, altered, modified, deleted, distributed, transmitted, broadcast, sold, rented, licensed, transferred or exploited (in whole or in part) in any way whatsoever, without Comeen's express written consent. The Client agrees not to use or exploit these elements for any purpose other than those referred to herein. In addition, except where mandatory legal provisions apply, the Client is not authorized to modify, improve, edit, translate, decompile, disassemble or create one or more derivative works from the Solution (in whole or in part).

Le Client garantit et fait respecter les présentes conditions générales par ses Utilisateurs.

Comeen expressly reserves the exclusive right to intervene on the Solution to permit it to be used in accordance with its intended purpose and in particular to correct any errors.

6.2 Warranty of eviction 

6.2.1 Comeen guarantees to the Client that it holds all the rights enabling it to conclude the Agreement.

As such, Comeen declares that it owns all the intellectual property rights relating to the Solution.

In particular, Comeen guarantees:

  • that the Solution does not constitute an infringement of any pre-existing work;
  • that it has respected and shall respect the intellectual property rights of third parties, in particular copyright, design and model law, patents and trademarks.

For its part, the Client undertakes to immediately notify Comeen of any counterfeiting of the Solution of which it is aware, Comeen being then free to take any measures it deems appropriate.

6.2.2 Comeen guarantees the Client against any action, request, claim or opposition initiated by any person claiming an intellectual property right or an act of unfair and/or parasitic competition, which would have been infringed due to the performance of the Agreement.

6.2.2.1 To qualify to such, the Client must:

  • provide Comeen in a timely manner with a written notice regarding the action, request, claim or opposition initiated in order for Comeen to be in a position to defend or settle such action, request, claim or opposition;
  • cooperate with Comeen in every reasonable way to facilitate the defense and settlement of such action, request, claim or opposition initiated.

Comeen shall have sole control over the actions to be undertaken with regards to such third-party action, request, claim or opposition.

6.2.2.2 Comeen shall at its sole discretion, it being specified that Parties agree that the following shall constitute the sole agreed remedies:

  • replace all or part of the Solution with functionally equivalent software, such being at no charge to the Client; or 
  • modify the Solution to the extent necessary as to avoid such action, request, claim or opposition, provided that the modified Solution continues to function in a substantially equivalent manner; or
  • in the event the above is not feasible, terminate the Agreement with immediate effect upon written notice to the Client, in which case, Comeen shall refund any License Fees paid in advance by the Client prorated to the current and applicable remaining duration of the unexpired Term in effect.

7. Liability

7.1 Capacity

The Client, prior to subscribing to the Services, declares that it has full legal capacity and meets all the conditions required by Comeen allowing to execute the Agreement. Comeen can in no way be required to verify the legal capacity and professional qualities of Clients.  

7.2 Use of the Solution - Limitation of liability

7.2.1 Comeen declines all responsibility in relation to the results pertaining to the use of the Solution, the Services, and more generally of the Comeen Solution by the Client and the Users.

The Solution being a standard software designed to satisfy the greatest number of Clients, Comeen cannot guarantee its adaptation to the specific needs of the Client. 

For the avoidance of doubt, Comeen makes no other express or implied warranty with respect to the Services, including, in particular, any implied warranty of quality or suitability of the Solution for a particular purpose. Comeen does not guarantee the results of the Services. Comeen does not guarantee that the functionalities of the Services shall meet the Client's requirements. The Parties acknowledge that a software may contain errors and that not all errors are economically rectifiable or that it is not always necessary to correct them. Consequently, Comeen does not guarantee that all failures or errors of the Solution shall be corrected.

The Client uses the Solution and the results obtained by its use under its exclusive responsibility, without any possible recourse against Comeen. In particular, Comeen cannot be held liable for errors, whatever the cause, pertaining to the results obtained, which is the Client’s and its Users’ responsibility to verify.

7.2.2 In general, each Party shall be liable, in accordance with applicable law, for the proper performance of this Agreement and for its contractual breaches with regards to the other Party, resulting from its proven fault. 

Comeen shall not be responsible to remedy the damages related to fault or negligence by the Client, the Users or third parties in relation with the use of the Services.

Comeen shall not be held liable for the accidental destruction of the Client's and its Users' data, the Client remaining solely responsible for the backup of its data.

Without prejudice to Comeen’s intervention and service level undertakings if applicable, Comeen’s liability relating to the provision of Services and access to the Solution is an obligation of means.

Being subject to a best-efforts obligation, and without prejudice to Comeen’s intervention and serve level undertakings if applicable, Comeen shall not be held liable for any direct or indirect damage suffered by the Client and resulting from an unavailability of the Comeen Solution, in particular of the losses of data (including of copies or recordings) that the Client or any User could undergo, or of the loss of turnover. 

Comeen shall not in any way be held liable for the possible harmful consequences which could occur due to the use of the Client Data provided by the Client and its Users. 

7.2.3 Under no circumstances shall Comeen be held liable for any indirect or consequential damage suffered by the Client that may arise as a result of or in connection with the performance of this Agreement and its consequences. Indirect damages include, but are not limited to, loss of profits or of earnings, loss of data, loss of opportunity, commercial damages, consequences of complaints or claims of third parties against the Client, notwithstanding the fact that Comeen would have been advised of the possibility of their occurrence.

In any event, except in the case of personal injury, fraud, gross negligence or wilful misconduct, Comeen’s financial liability, if determined, shall not exceed the amounts paid by the Client under the Agreement for the Services provided by Comeen under the Agreement. 

Comeen shall not be liable for any breakdowns or damage resulting from the contamination of the Client's computer system by viruses, attacks and malicious acts of third parties.

Under no circumstances shall Comeen's liability be sought in the following cases, this list being non-limitative:

  • use of the Services in any manner not expressly authorized under the Agreement;
  • modification of all or part of the Solution or information accessible via the Services not carried out by Comeen;
  • the use of all or part of the Services when Comeen, following a difficulty or for any other reason whatsoever, had recommended that their use be suspended;
  • use of the Services in an environment or configuration that does not meet Comeen's technical requirements, or in connection with third-party programs or data not expressly endorsed by Comeen;
  • loss of Client data following an intervention by Comeen or a third-party service provider designated by the Client or by Comeen, while the Client has not taken the precaution of backing up its data prior to such intervention when requested to do so;
  • the occurrence of any damage resulting from the fault or negligence of the Client, or which the Client could have avoided by requesting Comeen's advice;
  • use in connection with the Services of programs not provided or endorsed by Comeen that may affect the Services or Client data.

7.3 Client's liability

The Client guarantees and ensures compliance to the Terms by all of its Users, of all applicable terms of use relating to the Solution, in particular the relevant GTUs and, where applicable, any executed SaaS Agreement.

En fournissant toute Donnée Client sur la Solution, directement ou par l'intermédiaire de ses Utilisateurs, le Client est tenu de se conformer aux dispositions légales et réglementaires en vigueur et aux dispositions des présentes.

Le client est seul responsable des données du client et il lui incombe de supprimer tout contenu litigieux.

Without prejudice to the foregoing, in the event of any abuse or violation of the present, Comeen reserves the right to implement any useful action with regard to any Client and/or User if necessary in order to preserve its rights.

7.4 Use of the Solution

Comeen reserves the right to suspend the operation of the Solution or any Service.

7.5 Parties hereby declare that they agree that all actions arising out of or in connection with the Agreement shall be prescribed within one year following the event giving rise to them.

8. Right of withdrawal

Le Client étant un professionnel achetant dans le cadre et pour les besoins de son activité professionnelle principale et habituelle, il n'existe pas de droit de rétractation.

In the event the Agreement is executed with Comeen (France), and where applicable, if the Agreement between the Client and Comeen is concluded off-site, that it does not enter the principal field of activity of the Client, and if the Client does not employ more than five (5) employees, the Client shall benefit from a fourteen (14) days withdrawal period as from the date of execution of the Agreement, which it can use by addressing to Comeen a registered mail with acknowledgement of receipt, indicating such withdrawal without ambiguity, the postmark being taken as proof.

9. Personal data

Comeen complies with all applicable regulations, including the applicable regulations relating to the use or protection of personal data  (the "Applicable Regulations"), and in particular, on the date hereof, where applicable the provisions of Regulation 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the "GDPR" Regulation), and the French Computer and Freedoms law of 6 January 1978 as amended (the "LIL") and all other applicable regulation as the case may be.

In particular, when a Party constitutes a data controller within the meaning of the Applicable Regulations and thus decides on the purposes and means of processing Personal Data, that Party undertakes to: 

a) Process Personal Data in a lawful, fair and transparent manner with regard to the persons concerned; 

b) to collect Personal Data for specified, explicit and legitimate purposes and not to further process Personal Data in a manner incompatible with those purposes; 

c) Process Personal Data that is adequate, relevant and limited to what is necessary for the purposes for which it is processed; 

d) Process accurate Personal Data and, if necessary, keep it up to date; 

e) Keep personal data in a form that allows identification of the data subjects for no longer than is necessary for the purposes for which they are processed; 

f) Process Personal Data in such a way as to guarantee appropriate security, including protection against unauthorized or unlawful processing and against accidental loss, destruction or damage of accidental origin, using appropriate technical and organizational measures.

Comeen’s applicable privacy policies are accessible on the Site.

In the context of the performance of the Services, Comeen shall act solely on the Client's instructions under the Application Regulations. Comeen shall act as processor and the Client as controller. 

Parties therefore execute a Data Protection Agreement (the “DPA”). The DPA shall be considered as forming one and only agreement with the Agreement, and in the event of a breach of the DPA, the aggrieved Party shall have the right to terminate the Agreement under the terms defined herein. Is is specified that the DPA proposed by Comeen is accessible on the Site. The Client may also contact Comeen in accordance with terms of Article 17 in order to provide Comeen with an alternative DPA proposal.

10. Confidentiality

Parties mutually undertake to comply to a general obligation of confidentiality concerning all oral or written confidential information, whatever it may be and whatever the medium, exchanged in the context of the preparation and performance of the Services, except for information that is generally known to the public or that be shall have been known otherwise than through the fault or fault of the Client or Users.

Consequently, the Parties undertake:

  • to keep all confidential information strictly secret, and in particular to never disclose or communicate, in any way whatsoever, directly or indirectly, all or part of the confidential information, to anyone, without the express prior written permission of the other Party;
  • ne pas utiliser tout ou partie des informations confidentielles à des fins ou activités autres que l'exécution des Services ;
  • ne pas faire de copie ou d'imitation de tout ou partie des informations confidentielles sans l'autorisation écrite préalable de l'autre partie ;
  • any information of a confidential nature shall only be communicated to a third party with the prior and express written consent of the disclosing Party, except in the case of a mandatory request from a competent public authority pursuant to a legislative or regulatory text.

Les parties veillent à ce que cet engagement de confidentialité soit respecté par tous leurs employés, cadres et directeurs. 

Cet engagement de confidentialité restera en vigueur après l'expiration ou la résiliation pour quelque raison que ce soit des relations contractuelles des Parties pour une durée de trois (3) ans.

En tout état de cause, cette obligation de confidentialité ne lie pas les parties en ce qui concerne les informations confidentielles :

  • is generally accessible to the public, as well as that which becomes accessible to the public, other than as a result of a violation of this clause;
  • est obtenue auprès de tiers qui ne sont pas soumis à une obligation de confidentialité à l'égard de ces informations ;
  • est ou a été développé indépendamment par la partie qui reçoit l'information ou était connu par cette partie avant sa réception.

Toutefois, chaque partie a le droit de divulguer toute information confidentielle à ses assureurs, auditeurs ou avocats, aux autorités administratives ou judiciaires, sur présentation de la décision des autorités concernées ou lorsque la loi l'exige.

In addition, and subject to the provisions above, Comeen is authorized by the Client hereunder to disclose the provision of the Services as a reference to its clients and potential clients and to use the distinctive signs (trademark, logo) of the Client for this purpose, without this use giving rise to any additional remuneration other than that provided for herein. These elements shall only be used in cooperation between the Parties and in strict compliance with the Client’s image and reputation. The Client retains full control of its image and may provide Comeen with any specific directions, agreements or refusal concerning the use of said elements within the framework of the present Terms and the Agreement. 

11. Evolution of the service - modifications of the terms

The Services may be modified from time to time, at Comeen's sole discretion. Comeen may cease (temporarily or definitively) to provide to the Clients and Users the Services or any functionality of them without incurring any liability with regard to the Client.

The Services and the applicable terms of use pertaining to the Solution are subject to evolution. Comeen may propose additional services in the future which shall be able to be integrated into the Comeen Solution, and which may be subject to distinct, additional and/or supplementary terms and conditions.

Comeen may modify the present Terms and all other terms and conditions or policies relating to the use of the Comeen Solution. In the event the Client does not accept or objects to the Terms in force or all other terms and conditions or policies relating to the use of the Comeen Solution upon subscription renewal, the Client may terminate its subscription in accordance with the provisions of Article 5 hereunder.

12. Assignment and transfer

The Client shall be solely responsible for the performance of this Agreement, and in particular shall refrain from assigning or transferring the rights defined in this Agreement.

In addition, and to avoid all doubt, any changes which could occur in the person of Comeen, such as for example merger, scission, takeover, partial business transfer, assignment, transfer to a subsidiary, as well as any commercial or legal agreement with a third party, shall have no effect whatsoever on the existence and performance of the Agreement between Comeen and the Client.

13. Contact Comeen

Comeen may be contacted by the means described below.

  • By e-mail at the address support@comeen.com.  
  • Par courrier recommandé avec accusé de réception adressé, le cas échéant, à

COMEEN

88 Cours de Verdun
33000 Bordeaux
France  

COMEEN, INC.

251 Little Falls Drive, Wilmington, New Castle
19808 DE
United States

14. Survival of obligations

The expiry or early termination of all or part of the Agreement, for any reason whatsoever, shall not affect the validity of the rights and obligations provided for in the Agreement which, by their nature or by reason of specific provisions, extend beyond the term or such termination, both for the Parties and for their successors in title, until their respective expiry dates.

15. Force majeure

Any delays in or failure of performance by either Party under this Agreement shall not be considered as a breach thereof if such delay or failure is caused by a condition of force majeure beyond the reasonable control of the Party affected.

Force majeure shall designate in particular acts of government, acts of god, war declaration by Government and national state of emergency, epidemics and pandemics, terrorism, riots or strikes, of which the effect would be prohibiting or impeding any Party from performing its respective obligations under the Agreement, and which are exterior, unforeseeable and unavoidable.

The foregoing shall not be considered a waiver of either Party's obligations under this Agreement; and as soon as such force majeure condition shall cease, the Party whose performance is affected thereby shall promptly fulfil its obligations in connection with this Agreement.

Notwithstanding the foregoing, If the case of force majeure, or the delay caused by this event extends beyond a period of sixty (60) days, the Agreement and the Parties' obligations shall automatically and immediately cease by sending a registered letter with acknowledgement of receipt for this purpose, unless otherwise agreed between the Parties.

16. Language

As these Terms may be available in different languages, in the event of any conflict or contradiction between the stipulations of the different versions of these Terms, the English version shall prevail.

17. Applicable law and disputes

17.1 In the event the contracting Party is COMEEN (France)

Les présentes Conditions sont régies par le droit français. 

In case of dispute regarding the execution, performance, interpretation or termination of the Agreement as governed by the present Terms, the Parties shall, in good faith, endeavor to resolve such dispute amicably. 

In the event Parties fail to reach an amicable solution within a one (1) month period, the competent courts of Paris shall have exclusive jurisdiction.

17.2 In the event the contracting Party is COMEEN, INC.

Les présentes conditions sont régies par les lois de l'État du Delaware. 

In case of dispute regarding the execution, performance, interpretation or termination of the Agreement as governed by the present Terms, the Parties shall, in good faith, endeavor to resolve such dispute amicably. 

In the event Parties fail to reach an amicable solution within a one (1) month period, the competent courts of the State of Delaware shall have exclusive jurisdiction.