General terms and conditions

September 3th, 2024

1. SCOPE OF APPLICATION

1.1. Cohorte SAS is a company registered in the Paris Trade and Companies Register under the RCS number: 919 008 060 and whose registered office is located at 60, rue François 1 er, 75008. It is represented by its Chairman, Mr. Charafeddine Mouzouni.

1.2. These General Terms and Conditions of Sale (hereinafter referred to as the "GTC") govern the contractual relationship (hereinafter referred to as the "Agreement") between Cohorte SAS (hereinafter referred to as the "Company") and an individual or another company (hereinafter referred to as the "Customer") (hereinafter referred to jointly as the "Parties"). The Agreement concerns the provision of a web application (the "Application") and associated services (hereinafter the "Services") to the Customer and the Customer's users (hereinafter the "End Clients").

1.3. These GTC are systematically communicated to each Customer before the conclusion of the Contract. Consequently, the fact of placing an order for a license to use the Application and Services (hereinafter the "Order") implies the Customer's full and unreserved acceptance of said GTC and the quote, to the exclusion of all other documents in its possession such as prospectuses, catalogs or advertising brochures issued by the Company, which shall have only an indicative and non-contractual value.

1.4. These GTC fully govern the relationship between the Company and the Customer. No general terms and conditions of purchase may prevail or be opposed by the Customer to the Company. Likewise, no particular condition communicated by the Customer to the Company may prevail over the GTC, unless formally accepted in writing by the Company.

1.5. Any reservation put forward by the Customer concerning the GTC shall, consequently and under all circumstances, in the absence of express acceptance by the Company, be unenforceable against the Company.

‍1.6. Any provisions that derogate from these GTC shall result from an express agreement of the Parties, reflected in the Order confirmed by the Company or any other document evidencing the agreement of both Parties.

‍1.7. The fact that the Company does not invoke any of the terms and conditions of these GTC at any given time shall not be interpreted as a waiver of the right to invoke any of the said terms and conditions at a later date.

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2. CONCLUSION AND DURATION OF THE CONTRACT

2.1. The Agreement is deemed to be formed upon validation of the Customer's Order on the Company's website or by the signature of the quotation.

2.2. The Agreement shall come into force on the date of receipt by the Company of payment of the Order by the Customer ("anniversary date").

2.3. No change or modification to the Agreement, in particular with regard to the characteristics of the Application and/or the Services, shall be taken into consideration unless accepted in writing by the Company.

2.4. This provision may not be replaced by a verbal agreement.

2.5. The Agreement is entered into either for a term of one (1) year from the anniversary date of the Agreement with tacit renewal for periods of one (1) year from its anniversary date, or for a monthly term from the anniversary date of the Agreement with tacit renewal from month to month, depending on the Customer's Order.

2.6. Each of the Parties may terminate its annual subscription by giving at least one (1) month's notice prior to the anniversary date of the Agreement.

2.7. Each of the Parties may terminate its monthly subscription by giving one (1) month's notice prior to the anniversary date of the Agreement.

2.8. The Company may also terminate the provision of the Application and/or the Services to the Customer in the event of a breach by the Customer of its obligations under the Agreement that is not remedied within fifteen (15) days from the Company's notification of such breach by any means, irrespective of the Company's right to claim payment of damages.

2.9. Any Order placed by the Customer shall remain due to the Company for the current subscription year, or for the current month (if monthly subscription).

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3. OBLIGATIONS OF THE PARTIES

3.1 Obligations of the Customer

3.1.1. The Customer undertakes not to harm the Application and Services under any circumstances and in any manner whatsoever. Thus, the Customer is in no way authorized to decompile, analyze the Services and the Application or to correct any errors. This includes leading a bug bounty campaign without the consent of the Company.

3.1.2. The Customer expressly declares that it has received from the Company all the information and advice necessary for the use of the Services and the Application and waives its right to seek the Company's liability as a result.

3.1.3. The Customer undertakes to collaborate closely with the Company and to provide all information, documentation, services, and all means useful for the performance of the Services and the use of the Application and undertakes to make available to the Company all the elements enabling it to meet its obligation, including the personnel dedicated to the proper performance of the Agreement.

3.1.4. The Customer undertakes not to harm, under any circumstances and in any manner whatsoever, the reputation of the Company, the Services provided and the Application.

3.2 Obligations of the Company

3.2.1. As part of the performance of this Agreement, the Company undertakes to provide itself with all necessary resources and to make every effort to carry out its mission in accordance with the rules of the art. This obligation does not constitute an obligation of result, as the Company provides the Services and the Application only as part of an obligation of means.

3.2.2. The Company guarantees the Customer a peaceful enjoyment of the Services and the Application by the Customer.

3.2.3. The Company guarantees that it owns the intellectual property rights relating to the Application and the Services licensed under the Agreement.

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4. PRICING

4.1. Under the Agreement, the subscription to the Application and associated Services is billed on a monthly basis starting on the anniversary date of the Agreement, if the Customer has subscribed to a monthly subscription.

4.2. If the Customer has subscribed to an annual subscription, the subscription amount will be paid in one go on the anniversary date of the Contract.

4.3. The Company's pricing terms for the provision of the Application and Services are set out in the Order.

4.4. Prices are given as an indication and are therefore subject to change. The price invoiced shall be the one in force at the time the Order is validated by the Customer.

4.5. Prices are quoted and payable in Euros or US Dollars and are exclusive of value-added tax and any other taxes, the Customer being responsible for the payment of said taxes.

4.6. Any request for additional services by the Customer will be subject to a new estimate. This request will be subject to the provisions of these GTC.

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5. TERMS OF PAYMENT

5.1. Payment for the supply of the Application and the Services shall be made in the form of monthly direct debits to the Company if the Customer has taken out a monthly subscription.‍

5.2. If the Customer has subscribed to an annual subscription, payment for the provision of the Application and the Services shall be made in the form of an annual direct debit in favor of the Company.‍

5.3. The Customer will receive an invoice corresponding to the amount debited.‍

5.4. No discount is provided for in the event of early payment.

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6. LATE FEES

6.1. In the event of non-payment by the agreed due date, the Company may charge interest on the sums to be recovered at a rate equal to 5% of the amount of the Order, from the due date until the date corresponding to full payment of the sum due. Penalties for late payment shall be payable without any formalities or formal notice.‍

6.2. Pursuant to Article L.441-6 of the French Commercial Code, the Customer in a situation of late payment shall automatically owe the Company a fixed indemnity for collection costs. This indemnity is set at a minimum amount of forty (40) euros pursuant to Decree No. 2012-1115 of October 2, 2012. If the collection costs incurred exceed the amount of this lump-sum indemnity, the Company may request additional compensation, upon justification.‍

6.3. In addition, in the event of late payment, the Company may also suspend access to the Application and the Services, without prejudice to any other action.

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7. RIGHTS OF USE

7.1. The license to use the Application and Services granted under the Agreement allows the Customer to use the Application and Services for their intended purpose.

7.2. Under the right of use granted by this license, the Customer may reproduce, permanently or temporarily, the Application and the Services, for the purpose of loading, displaying and executing the Application and the Services, strictly within the framework of the performance of this Agreement.

7.3. The Customer agrees not to decompile the Application and Services except to the extent permitted by law.

7.4. The Customer may not transfer, in any way whatsoever, sub-license, make available to any third party whatsoever, even temporarily and/or free of charge, the Application and the Services and/or the related user license, unless it has obtained the Company's prior and express authorization.

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8. INTELLECTUAL PROPERTY

8.1. The Application and the Services remain, under all circumstances, the exclusive property of the Company, which is the sole owner and holds all the rights necessary to market them and allow their use.‍

8.2. Consequently, the Customer may neither pledge them, nor transfer them for valuable consideration or free of charge, nor sub-license them, nor lend them for valuable consideration or free of charge, and undertakes to maintain on all copies and on all copies, even partial, the proprietary notices for the benefit of the Company. In addition, the Customer undertakes to inform the Company of any infringement of which it may become aware.‍

8.3. The software, data, documentation, processes, methodologies, technologies and documents belonging to the Company (hereinafter "Intellectual Property Rights") used in the context of the provision of the Application and Services remain the exclusive property of the Company.‍

8.4. The Company grants to the Customer and to the extent strictly necessary for the provision of the Application and Services, on a personal, non-exclusive and non-transferable basis, the right to use said Intellectual Property Rights for the duration of the Agreement.‍

8.5. As part of the supply of the Application and Services and as necessary, the Customer also grants the Company a right to use its software, data and documents, on a personal, free, non-exclusive and non-transferable basis for the duration of the Agreement.

‍8.6. The Customer undertakes to obtain from any third parties, if necessary, the right to grant the Company the rights to use the software, data and equipment belonging to such third parties for the purposes of providing the Application and the Services.‍

8.7. The Company remains the owner of all Intellectual Property Rights attached to specific developments and updates, of any kind whatsoever, that it may carry out in the context of the supply of the Application and Services, without the Customer being able to claim any right whatsoever over these specific developments.‍

8.8. The Customer remains the owner of all Intellectual Property Rights attached to all creations and content published through the Application and Services, whatever they may be, without the Company being able, at any time, to claim any right whatsoever over such published content and creations.‍

‍8.10.1. The Customer grants the Company a non-exclusive license to use its trademarks, logos, trade names, signs, domain names, in order to provide the Application and Services to the Customer, for the duration of the Agreement.

‍8.10.1. The Company is also authorized to use them in the context of its activities for commercial promotion purposes with no limit on the duration.

8.11. Eviction Warranty

8.11.1. The Company indemnifies the Customer against any action, claim, demand or opposition from any person claiming an intellectual property right that may have been infringed by the provision of the Services and the Application, provided that the Customer informs the Company, as soon as it becomes aware of any such claim, demand or proceeding presented or initiated on such grounds, whether through judicial or extrajudicial means.

‍8.11.2. The Customer undertakes to provide the Company with all documents and information in its possession and to provide all assistance that may be required for its defence.

‍8.11.3. The Company shall have no obligation of indemnity or other obligation in respect of an infringement action arising from (a) use of the Services and the Application otherwise than in accordance with the Agreement, (b) combination of the Services with other services or materials not provided by the Company.

9. WARRANTIES

9.1. The Company warrants that the Services and the Application are provided substantially in accordance with the Order.‍

9.2. Under no circumstances shall the Company be held liable for the content used by the Customer in the context of the implementation of the Application and the Services, in particular during a training or presentation.‍

9.3. Unless otherwise provided by law, any other warranty, express or implied, is excluded.‍

9.4. The Company may not be held liable for any warranty, in particular when the Customer has modified or had modified the Application and/or the Services or has used services other than the Services provided by the Company, without its prior written consent, or when the Customer or third parties have intervened on the hardware and/or software and systems to which the Services are dedicated or on which they are carried out.‍

9.5. Guarantee of conformity

9.5.1. The Company warrants to the Customer that the functionalities of the Application and the Services are consistent with their presentation in the Quotation and/or the Order.‍

9.5.2. The Company does not guarantee the adaptation of the Services and the Application to the Customer's own needs, nor their compatibility with any computer program used in conjunction with the Application and the Services. Consequently, it is the Customer's responsibility to accurately assess its needs, to evaluate the suitability of the Application and the Services for these needs, to ensure that it has the special skills required for their use and a compatible computer environment. The Customer acknowledges that it has received all the necessary information for this purpose.‍

9.5.3. The Company does not guarantee either:
- the absence of anomalies, errors and bugs likely to affect the navigation on the Services and/or the Application and/or the implementation of any functionality offered on the Services and/or the Application;
- the absence of any interruption or failure in the operation of the Site and/or the Application;
- the absence of loss or corruption of data, the Customer being invited to make regular backups and/or reproductions of said data, despite the care taken by the Company to protect the data in accordance with the state of the art;
- the possible compatibility with a particular hardware or configuration of the Customer.

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10. RESPONSIBILITY

‍10.1. The service and the application are provided on an "as is" and “as available” basis without warranty of any kind, either express or implied, including without limitation, warranties of merchantability, fitness for a particular purpose, accuracy, completeness, currentness, freedom from interruption, viruses or other defect, and non-infringement.

Your sole remedy against us for dissatisfaction with the service or the application or the site generated by the application is to stop using the service or the application. In no event shall we or our affiliates, subsidiaries, officers, directors, employees, agents, licensors, or service providers be liable for any damages, including, without limitation, indirect, consequential, special, incidental, or punitive damages, resulting from the use or inability to use the service or the application, whether based on warranty, contract, tort, or any other legal theory, and whether or not we or our affiliates are advised on the possibility of such damages.

To the maximum extent permitted by applicable law, the company assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of the application; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the service and the application; (iii) any unauthorized access to or use of our secure servers and/or any and all information, including personal information or financial information, stored therein; (iv) any errors, mistakes, losses, damage or unauthorized access resulting from the use of third-party applications by you, by your end users, or by the company on your behalf; (v) any interruption or cessation of transmission to or from the service; (vi) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our service by any third party; (vii) any errors or omissions in site or for any loss or damage incurred as a result of the use of any site posted, emailed, transmitted, or otherwise made available through the service; and/or (viii) user content or the defamatory, offensive, or illegal conduct of any third party. In no event shall the company, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses, or costs related to this agreement in an amount exceeding the amount paid by the customer to the company for the use of the application and/or the services. This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if the company has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction and will apply regardless of the success or effectiveness of other remedies.

10.2. The Customer declares that it is aware of the characteristics and limitations of the Internet, in particular its technical performance, response times for consulting, querying or transferring data and the risks related to the security of communications. It is the Customer's responsibility to protect itself against these risks.

10.3. The Customer is solely responsible for the content disseminated. In the event of distribution of illegal content, only its liability may be engaged, the Application being only a platform enabling it to choose or create the content to be distributed.

10.4. If the Customer is a company, the Customer is solely responsible for relations with its end Customers. In the event of a conflict, the Company may not be held liable.

10.5. With respect to the content or notices posted by End Customers in connection with the use of the Application, the Customer undertakes to comply with the provisions of paragraph 5 of Article 93-3 of Law No. 82-652 of July 29, 1982 on audiovisual communication, as amended, in the control of such notices.

10.6. Article provides, in fact, that: "When the offence results from the content of a message addressed by an Internet user to an online public communication service and made available by this service to the public in a space for personal contributions identified as such, the director or co-director of publication may not be held criminally liable as the principal author if it is established that he was not actually aware of the message before it was put online or if, from the moment he became aware of it, he acted promptly to withdraw this message".

10.7. Consequently, it is expressly stipulated that the Customer shall ensure a posteriori control of the content and opinions of end Client and as soon as a user reports to the Company any content that is manifestly illicit, insulting, defamatory or offensive, and more generally any content that is punishable under applicable laws and regulations, the Customer undertakes to act promptly and to inform the Company without delay in order to enable it to remove such content from the Application.

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11. INSURANCE

11.1. Each of the Parties undertakes to maintain in force, for the entire duration of the performance of the Agreement, with a reputable insurance company that is solvent, an insurance policy covering damage that may occur to its property and personnel, as well as a policy covering its professional liability, so as to cover the financial consequences of bodily injury, material and immaterial damage for which it would be liable, caused by any event and which would be caused by its employees and/or partner companies during the performance of the Agreement.

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12. PERSONAL DATA

12.1. In accordance with the provisions of the French Data Protection Act No. 78-17 of January 6, 1978 as amended, each of the Parties undertakes to comply with the obligations imposed on it by this Act, and in particular the obligations to inform the end Customer whose personal data is collected and to obtain their consent before any notification as well as the obligations of security and confidentiality of the personal data collected and processed.‍

12.2. The Company expressly invites the Customer to consult its policy on the management of personal data of the Company's Customers and End Customers, which forms an integral part of these GTC.‍

12.3. In order to become acquainted with the Company's policy on cookies, the Company expressly invites the Customer to consult its policy on Cookies & similar technologies, which forms an integral part of these GTC.‍

12.4. At the request of the judicial authorities, the Company may transmit the IP address of the Customer and/or the final Customer, so that the latter can be identified in cooperation with its Internet service provider.

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13. PRIVACY

13.1. Each Party undertakes, both on its own behalf and on behalf of its employees and partner companies, to maintain the confidentiality of confidential information (the "Confidential Information") exchanged between the Parties.‍

13.2. Confidential Information shall be deemed to be all information, regardless of its nature, form or medium, to which each Party shall have access during the performance of the Services, and in particular, without this list being exhaustive, any means made available to the Company by the Customer or to the Customer by the Company, any technical, financial and commercial data, specifications or any information and documents relating to the activities of each Party, its strategy, its research and development work.‍

13.3. Confidential Information does not cover documents, data or other information that are :

● known by one of the Parties on a non-confidential basis prior to its disclosure by the other Party ;

● that has fallen or will fall into the public domain on the day of its disclosure;

● legitimately obtained from a third party not bound by an obligation of confidentiality;

● independently developed by the Receiving Party that has not had access to any information from the Disclosing Party;

● disclosed pursuant to a legislative or regulatory provision.

13.4. Each Party undertakes :

● to apply the same protection measures to Confidential Information as it applies to its own Confidential Information,

● to communicate the Confidential Information only to its employees and collaborators who need to know it in the context of the management of the Order,

● not to disclose, publish or transmit to third parties the Confidential Information, in any form whatsoever, without the prior written consent of the other Party,

● to use the Confidential Information solely for the purposes of performing the Services.
13.5. The Parties agree that anonymized data is not Confidential Information.

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14. CONCEALED WORK

14.1. The Company declares that it is registered with the RCS and URSSAF and that its registrations expressly cover all of its activities for the performance of this Agreement.


14.2. In compliance with Articles L 8221-1 et seq. of the French Labor Code and in accordance with Article D 8222-5 of the same Code, the Company undertakes to provide the Customer, at its request, with the following documents:

▪ A copy of the tax notice relating to the business tax,

▪ A Kbis extract attesting to registration in the Commercial Register,

▪ An affidavit drawn up by the Company, certifying that the work is performed by employees who are regularly employed in accordance with Articles D.8222-5, D.8222-7 and D.8222-8 of the French Labor Code.

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15. REFUSAL

15.1. The Company reserves the right not to accept an Order from the Customer where the Company has already encountered payment problems (non-payment or late payment) with the Customer for one or more previous Order(s).

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16. MODIFICATION OF THE APPLICATION AND SERVICES

16.1. The Company reserves the right to make any modification or change to the Application and/or the Services with a view to improving the Application and the Services or made mandatory by legislative or regulatory texts. These modifications shall be applicable at least five days after the Customer has been informed.

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17. FORCE MAJEUR

17.1. The Company shall not be held liable for non-performance of the Contract in the event of force majeure as defined in Article 14 of these GTC, and in the event of damage caused by a third party or attributable to a defined in Article 14 of these GTC, and in the event of damage caused by a third party or attributable to improper use or non-compliant use by the Client of the Services and/or the Application, in violation of the Company's instructions or the rules of the trade.

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18. SUBCONTRACTING

18.1. The Company may subcontract all or part of the performance of the Services to subcontractors. In this case, the Company shall remain liable to the Customer for the performance of the Services.

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19. APPLICABLE LAW AND JURISDICTION-TERRITORIAL JURISDICTION-CONTRACTING

19.1. The law of the Contract is French law for any interpretation of the Contract, in particular with respect to the contractual liability and tort liability of the Parties.‍

19.2. The Parties expressly agree that the Vienna Convention on the International Sale of Goods dated April 11, 1980 is not applicable to the Agreement.‍

19.3. The courts within the jurisdiction of the Paris Court of Appeal shall have exclusive jurisdiction to hear and determine all disputes of any kind or disputes relating to the interpretation or performance of the Agreement, notwithstanding plurality of defendants, incidental or summary proceedings or third party claims, unless the Company prefers to bring an action before any other competent court.

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20. GENERAL PROVISIONS

20.1. Previous documents or other agreements
The Agreement supersedes any other prior document or any other written or verbal agreement relating to the same subject matter, with the exception of the Order and the quotation, and prevails over any contrary provision that may be contained in documents issued by the Customer.‍

20.2. Autonomy of the clauses
If any provision of these T&Cs or its application to any person or circumstance is found to be invalid, such invalidity shall not affect the other provisions or applications of these T&Cs, which shall remain in effect, regardless of the provision found to be invalid. To this end, the provisions of these T&Cs are declared autonomous.‍

20.3. Notification
Any notification must be made in writing by email with acknowledgement of receipt to the following email address hello@cohorte.co or sent by registered letter with acknowledgement of receipt to the following address: COHORTE SAS, 60, rue François 1 er, 75008 Paris.

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20.1. Previous documents or other agreements

The Agreement supersedes any other prior document or any other written or verbal agreement relating to the same subject matter, with the exception of the Order and the quotation, and prevails over any contrary provision that may be contained in documents issued by the Customer.

20.2. Autonomy of the clauses

‍If any provision of these T&Cs or its application to any person or circumstance is found to be invalid, such invalidity shall not affect the other provisions or applications of these T&Cs, which shall remain in effect, regardless of the provision found to be invalid. To this end, the provisions of these T&Cs are declared autonomous.

20.3. Inclusion of Data Processing Agreement

‍The Data Processing Agreement (DPA) is an integral part of these Terms and Conditions. It is maintained as a separate document and outlines the specific details regarding the processing, handling, and protection of personal data. This agreement complements and is consistent with the provisions of these Terms and Conditions.

20.4. Notification

‍Any notification must be made in writing by email with acknowledgement of receipt to the following email address: hello@cohorte.co, or sent by registered letter with acknowledgement of receipt to the following address: COHORTE SAS, 60, rue François 1 er, 75008 Paris.