Terms and conditions of sale and use of Agendize services

Applicable as of March 1, 2022

Agendize.com is a website owned and operated by Agendize SAS, a simplified joint stock company with a capital of €223,850, headquartered at 33, rue de la République, 69002 Lyon, France, registered in the Lyon Trade and Companies Register under number 449 162 403

VAT number: FR 81 449 162 403. It is accessible at the following address: https: //www.agendize.com/ or any other specific URL provided by Agendize to the Customer or its partners and resellers.

At Agendize, our mission is to improve the relationship between the public or private sectors and their customers and/or employees by digitizing their services. We offer highly customizable engagement solutions to companies and partners through different functionalities such as appointment scheduling, calendar or online CRM.

Our online appointment scheduling and customer relationship management solution supports you in automating your daily processes to make each experience unique.

Agendize's service is operated in SaaS (Software as a Service) mode in a remote environment accessible through the Internet. Agendize's service is also available, under certain conditions, in Dedicated or On-Premise SaaS mode.

As part of this offering, Agendize provides its customers with online appointment scheduling and customer engagement solutions, enabling improved satisfaction through the automation of repetitive tasks.

In this regard, these Terms and Conditions ("T&C") govern the relationship between Agendize and its users, individually referred to as "Customer".

Note that "Customer" may have chosen one or more of the Services and Related Services offered by Agendize to its customers, as briefly described in the Agreement. Customer agrees that not all Services and Related Services are available in all regions, countries and industries.

Scope of the T&Cs: The purpose of these T&Cs is to describe the use of Agendize Services and Agendize Related Services as part of the contractual relationship between Agendize and Customer and also apply to future services ordered by Customer. They exclude any specific terms of business.

The Contract and the GTC are inseparable and combined, take the place of the agreement in its entirety between the two parties.

In the event that certain provisions of the Agreement differ from those of the GTC, the former shall prevail over the latter. In view of the foregoing, the following has been agreed and determined.

DEFINITIONS

The following definitions apply to both the plural and the singular.

• "Agendize" means the Agendize legal entity listed in the section "Agendize Contracting Entity, Notice, Applicable Law and Jurisdiction."
• "Customer" means the individual or entity to whom Agendize Services are offered. This term may also refer to the Reseller unless otherwise specified.
• "Agreement" includes the T&Cs, the descriptions of the Agendize Services and any appendices.
• "Reseller" means a professional who is authorized by Agendize to distribute to its own end customers under the terms hereof.
• "User" means an Administrator, Employee etc. any person/resource with access to the service (login; password; SSO etc.) or a calendar/diary in their name.
• "End User" means a person who interacts in any way with Customer via a Service provided by Agendize or the end customer of a Reseller.

 

Object

The purpose of these T&Cs is to define the terms and conditions under which Agendize agrees to provide its Services and Related Services to Customer. These Terms and Conditions also set forth the Rights and Obligations of the Parties in this regard. Agendize may change or modify these T&Cs at any time. The applicable T&Cs are those in effect on the date of the commercial proposal submitted to the customer. During the renewal period, the applicable T&Cs shall be those online.

SECTION 1. DESCRIPTION OF THE SERVICES

Online appointment scheduling and management

The Online Appointment Booking and Management Service allows End Users to book an appointment online at any time according to the availability of the Customer, its employees, resources, and/or the selected service.

The Online Appointment Booking and Management Service includes the following features:

• Updating of customer information (opening hours and company details)
• Add, delete or modify services (appointment types)
• Add, delete or modify resources
• Add, delete or modify team members
• Customization of the appointment widget interface
• Customization of information requested from end users during the appointment process
• Customization of the console interface
• Change how end users can book appointments
• Choose the notifications and reminders that will be sent by email or sms
• Customer returns
• Offer online payment during appointment booking via a third-party payment solution
• Personalize the content of sms and emails
• Synchronization with third-party online calendar solutions like Google and Microsoft
• Synchronization with third-party CRM or emailing solutions
• Zapier Integration

Customer agrees and acknowledges that the list of integrations and connectors with third party solutions is subject to change. Agendize will notify Customer of any changes.

Contact database (Customer Relationship Management or CRM)

The Contact Base Service is the list of contacts generated automatically, manually or imported.

The Contact Base Service contains the following features:

• Search by search criteria
• Contact record including personal and contact information, appointment history, notes and communication history.
• Creation and customization of tags.
• Email marketing (writing an email, sent message history, message templates)
• Forms Management

The Form Management Service allows an End User to fill out an online form to send the requested information to the Customer.

The Form Management Service contains the following features:

• Creation, modification and deletion of customized forms based on pre-defined templates
• Console for viewing and tracking responses to custom forms
• Email Notifications
• Allow or not allow the end user to complete the form later
• Allow the user to track responses (form status and add notes)
• Queuing Management System (QMS)

The Digital Queue Management Service allows End Users, when visiting a Customer's store, to fill out a queue form with their name and phone number.

The Queue Service contains the following features:

• Virtual queue
• Add and manage end users in the queue
• Tags
• Interface customization (welcome message, thank you message)
• Option to send SMS to the next pending End User
• End User registration option in the Customer's contact database

 

Click to Call (C2C)

The Click to Call Service allows End Users to click a Click to Call button and enter their phone number to initiate a two-way voice communication session with the Customer.

The Click to Call Service contains the following features:

• A recorded message can be played for callers and/or customer service representatives at the beginning of each call.
• Call sequence management
• Recording of calls (saved for 30 days)
• Selector of countries from which the Client can be called
• Maximum call duration
• Management of communication credits

This Service is not available in all countries and may be subject to local legal and regulatory requirements. Please contact Agendize if you have any questions about this.

Call Tracking

The Call Tracking Service allows Customer to obtain call tracking numbers from Agendize, which may be published by Customer in its advertisements and other media. When a caller dials a call tracking number, Agendize shall connect the caller to the final telephone number designated by Customer.

The Call Tracking Service contains the following features:

• Management of call tracking numbers
• Recording of calls (saved for 30 days)
• Missed call notification
• Management of communication credits

This Service is not available in all countries and may be subject to local legal and regulatory requirements. Please contact Agendize if you have any questions about this.

Workflows

The workflow service allows the customer to link events generated by the Agendize solution to actions internal or external to the solution. It allows the customer to extend the functionality of the solution by automating specific processes.

The Workflow Service contains the following features:

• Creation of a trigger on new appointments, cancelled appointments, start of an appointment, receipt of a form
• Associate an action such as sending an email, sending an SMS, calling an API with the trigger

 

Reports

The Reporting Service allows the Customer to have access to reports on the actions performed. The Reporting Service contains the following features:

• Creating, editing and deleting custom reports
• Export of reports (supported formats: PDF, excel, CSV)
• Sharing reports by email
• Filters by period
• Customer feedback

The metrics available in the Customer Reports menu may be different depending on the Services subscribed to in the purchase order or mentioned in the quote.

Reseller Console

The Reseller Console Service allows the Reseller to manage various Customer accounts associated with the Reseller. The Reseller Console Service contains the following features:

• Creation of a Reseller Customer account
• Management of SMS credits associated with the Reseller's customer accounts
• White label configuration
• Configuration of default message templates for all Reseller Clients
• Reseller Console access management

 

ARTICLE 2: DESCRIPTION OF ASSOCIATED SERVICES

API Access

Access to the Agendize APIs by the Customer or Reseller may be authorized by Agendize. The Agendize API is RESTful and provides webhook mechanisms and the ability to index object types with the Customer's or Reseller's external IDs. Except for specific commercial conditions, the Customer or Reseller is limited to 2500 API calls per hour.

Account management

Customer is responsible for managing access and user rights to its Agendize account.

A user is anyone who can connect to the Agendize console (login + password or SSO link) or who has a calendar. Each user can be assigned a specific role or access rights to an account.

Access and permissions:

• Administrator - Full access to the Customer's account
• Reports - Access to the Reports section, the ability to create custom reports, schedule email exports of reports, view forms, as well as listen to phone call recordings
• Billing - Access Payments & Budget to add call credits and receive low credit alerts
• Management buttons - Access to the Installation section to create, edit, delete, and install your interaction buttons; this role allows you to delegate the integration of your buttons on your websites to an external IT provider without giving him access to your appointments or your CRM (useful for example for the medical sector, where only healthcare professionals need to access patient records)
• Chief Data Officer (CDO) - Access to Privacy Policy Settings (RGPD)

You can assign a role to each team member (Administration, Schedule, View), knowing that this role will apply to the currently selected branch. The roles associated with team members can be adjusted at the account level for all its branches.

Your account may be limited to a specific number of user licenses. One license is used for :

• Each user access listed in Access & Permissions (e.g. delegated access for administration or secretarial management, access to the reports section, CDO for the personal data management policy) ;
• Each team member associated with the appointment, if his email does not correspond to an existing access in Access & Permissions.

 

Compliance

The Customer is responsible for configuring its privacy policy. This includes:

• Formulation of consents for matchmaking purposes and for marketing communications (email marketing)
• the length of time that personal data collected on the basis of these consents will be retained in order to anonymize or even automatically delete this data once this period has elapsed.

Professional Services 

Customer may order Professional Services from Agendize for integration, customization, project management, training or other purposes as specified in the Purchase Order accepted by Agendize, the business proposal accepted by Customer, or the quote submitted by Agendize.

All professional services must be ordered and invoiced before the service is performed.

Customer agrees that the delivery date will be determined by Agendize based on available resources, its product roadmap, and professional services already engaged with other Customers.

Customer agrees that additional fees may be included to cover the cost of third party services and products, travel expenses, and accommodation costs.

ARTICLE 3: THIRD PARTY SERVICES AND PRODUCTS

Customer may install, integrate, connect, add and/or obtain certain third party services and products, including applications collectively referred to as "Third Party Services and Products".

Customer acknowledges and agrees that, regardless of the manner in which such third party services may be offered to Customer (bundled with certain Agendize services, offered separately by Agendize or otherwise offered anywhere on the Services), Agendize acts merely as an intermediary platform between Customer and such third party services, and does not endorse, or shall in any way be responsible for, such third party services. Agendize shall not be a party to, or in any way responsible for monitoring, any interaction or transaction between Customer and any third party services.

Any use of such third party services shall be solely at Customer's own risk and may be subject to the legal terms and conditions governing such third party services, which Customer is advised to review prior to engaging with them.

While we hope to avoid such instances, Agendize may, at any time and in its sole discretion, suspend, disable access to, or remove any Third Party Service-whether or not it is integrated with or part of Customer's account at the time-without any liability to Customer or to End Users.

Specific terms of use for online payment during appointment booking:

Agendize allows the Customer to define a pre-appointment online payment (mandatory or optional) in the online payment settings.

Please note that Agendize only redirects to third party payment service providers, which are subject to change.

Agendize does not process or store any banking information.

The use of these payment solutions by the Customer is subject to the terms of use of the said service providers.

Refund policy depends on the provider used, Agendize is not responsible for processing refunds.

Cookies

As a User of Agendize Services, you agree to the use of Matomo cookies for statistical purposes. As an End User of Agendize Services you can accept or refuse the use of Matomo cookies for statistical purposes. The list of cookies used by the back-office and the appointment booking widget is available online: https://support.agendize.com/support/solutions/articles/103000059138

ARTICLE 4: SERVICE LEVELS

Agendize applications are hosted on dedicated mirror servers in a secure location in accordance with general telecommunications requirements and best practices. Customer acknowledges that use of the Services requires that Services be provided by third party providers. These Services include, but are not limited to, Internet connectivity and global carrier services. Agendize shall not be liable to Customer for any interruption in the availability of the Service resulting from, but not limited to, any of the following:

(I) The fault or negligence of Customer, its users, employees, agents or subcontractors;

(II) Failure of Customers to comply with the obligations and stipulations of the Contract;

(III) An error or any problem related to Customer's or End User's equipment or software, services provided by third party providers, Internet traffic, transit and peering, and or connections provided and controlled by other companies;

(IV) Any force majeure event according to applicable case law and Article 1218 of the Civil Code, or ;

(V) Interruptions of Service under the Agreement.

Customer agrees to use its best efforts to implement and maintain an adequate support structure to provide first level support within its organization. To this end, Customer shall ensure that at least one of its employees or agents is authorized to assume responsibility for communications with Agendize for technical support purposes to Customer. Only this person, or an appropriately appointed and trained alternate, may communicate with Agendize to request technical support in connection with a given problem.

Definitions

• "Event failure" means a period of unavailability greater than five (5) minutes.
• "Maintenance Window" means a period of time scheduled by Agendize during minimum traffic periods, not to exceed two (2) four (4) hours per month, during which Agendize may perform maintenance tasks. Such maintenance window shall be between 10:00 p.m. and 2:00 a.m. UK time, and Agendize shall provide at least 48 hours notice.
• "Service" means the Agendize tool, which allows users to schedule appointments online or other services, as defined in the Service Descriptions.
• "Measured Service" means the Service and the applications, servers and networks directly under the control of Agendize that provide the Services (including applications, servers and networks provided under a subcontracting agreement between a third party vendor and Agendize).
• The term "unavailability" means the portion of the metered Services that is unavailable outside of the maintenance window. Unavailability does not include interruptions to Services due to Customer's specific integration settings or Customer's changes to environments outside of Agendize's control.
• Availability" means the overall availability of the Service measured in one-minute increments. Availability is measured by calendar month period and calculated as (total minutes in a calendar month - total minutes of unavailability) divided by the total minutes in the same calendar month.

Uptime Commitment: Agendize commits to a 99% annual Service Uptime Guarantee (GTD). Agendize guarantees this availability rate, except for scheduled monthly maintenance, scheduled operations, Force Majeure and Customer requests that result in interruptions to the Service.

Communication: In the event of a Failure Event, Agendize shall use commercially reasonable efforts to inform Customer of the Failure Event, identify the source of the Failure Event, and resolve the Failure Event promptly.

Moderation Commitment: Agendize moderates all submissions within an average of 72 hours of submission, measured monthly.

Termination Option: Agendize's failure to meet the Availability Commitment (i) for two (2) consecutive calendar months or (ii) for three (3) calendar months within a twelve (12) month period shall constitute a material breach of the Agreement (unless the failure is due to an event that can be excluded as force majeure) and that Customer may terminate the Agreement upon thirty (30) days written notice, without the possibility of remedy or penalty (including, without limitation, an early termination fee). The provisions of this Schedule set forth Customer's sole and exclusive remedy for any breach of any Service Level Agreement.

Widget: The Agendize widget must respond and render within 500 ms (server time).

Service level commitment in response time:

Support requests should be made via the ticket system https://support.agendize.com/fr/support/tickets/new.
Support requests to Agendize must contain the following information: (1) Customer ID; (2) Priority of the issue (blocker, critical, major, high, medium or low); (3) Description of the issue, (4) Description of the steps taken by Level 1 support; and (5) Any attachments/screenshots showing the issue
Agendize will respond to all support requests Monday through Friday, from 9:00 am to 12:00 pm and from 2:00 pm to 6:00 pm, excluding holidays (time zone: France metropolitan).

ARTICLE 5 : PRICES

On the date the Contract is formed and in the absence of any revision by Agendize, the Price corresponds to the amount indicated in the commercial proposal or quotation sent to the Client and signed by the Client. Any discount is exceptional and is valid only for the duration of the commitment of the quote concerned.

All fees are calculated exclusive of any levies, taxes or duties imposed by taxing authorities, and Customer is responsible for the payment of all such duties, taxes or levies.

ARTICLE 6: PRICE REVISION

Unless otherwise stated, the Price detailed in the quotation or the commercial proposal is annual and expressed without tax (HT).

At the time of renewal of the contractual commitment (personalized, annual or multi-year), the Price fixed in accordance with Article 5 may be revised upwards. This re-evaluation will then be established according to the following formula: P = Po + (Po x 3x (S-So)/So).

P = revised price excluding taxes

Po = price before tax in effect before revision

S = value of the SYNTEC index of November n-1, year n being considered as the year in progress at the date of the revision.

So = value of the SYNTEC index of November n-2.

In the event of the removal of this index for any reason whatsoever, it shall be automatically replaced by a similar replacement index that is relevant to Agendize's business. If the term of the Contract is multi-year, the Annual Like-for-Like Price shall remain stable throughout the term of the Contract.

Agendize reserves the right to change prices at the beginning of any Renewal Service Period by giving Customer thirty (30) days' notice. If Customer receives notice of a fee increase at the beginning of any Renewal Service Period and does not wish to renew at the new price, Customer may contact Agendize to cancel its subscription.

ARTICLE 7: PAYMENT TERMS

The Customer must send Agendize payment of the Annual Price in accordance with the terms and conditions set forth in the commercial proposal or quotation sent (referred to in the Agreement), at the beginning of each subscription period.

All invoices must be paid by the Customer at the latest within 30 days of the invoice date. Any delay in payment shall expose the Customer to late payment interest corresponding to three times the applicable legal interest rate. In addition, the Customer shall be liable to pay collection fees of a fixed amount of 40 Euros. Finally, Agendize shall also be entitled to suspend the provision of the Service to the Customer in the event of non-payment of the price agreed between the Parties on the agreed due date until the Customer has paid the price in full, which the Customer accepts.

ARTICLE 8: DURATION AND RENEWAL OF THE CONTRACT

These GTC will apply throughout the subscription period according to the conditions indicated in the commercial proposal or the estimate transmitted.

Unless otherwise stated in the commercial proposal or the transmitted quote, the initial commitment is for 12 months with tacit renewal. Renewal of the contract is tacit for the same subscription period, unless one of the parties cancels the account before the end of the current subscription period by notifying the other party 90 days before the end of the current period.

Customer agrees that upon cancellation of their account, they will not be able to use or access the Agendize Services and will not be entitled to a refund of any fees paid.

ARTICLE 9: REFERENCE

Agendize is authorized to mention its collaboration with the Client on any communication medium, during interviews or on its list of commercial references.

ARTICLE 10: OBLIGATIONS RELATED TO THE CREATION OF AN ACCOUNT, PASSWORD AND REGISTRATION

In order to enjoy or use certain features of the Services, Customer is required to register and/or create an account with Agendize in the manner specified at the time of registration.

In consideration of the use of and/or access to the Services, the Customer agrees to:

(a) provide accurate, current and complete information as requested by Agendize on the registration forms associated with the Services;

(b) ensure the security and not share its login and password;

(c) maintain and update registration data, and any other information Customer provides to Agendize, to keep it accurate, current and complete.

Failure to comply with any of the foregoing shall constitute a material breach of the TOS, which may result in Agendize's immediate termination of the TOS under the termination terms set forth below.

Customer agrees to immediately notify Agendize of any unauthorized access or use of Customer's account and/or password. By obtaining a password, Customer authorizes Agendize to comply with the instructions of any person using such password as if Customer had given the instructions.

All actions taken as a result of the use of Customer's password shall be the responsibility of Customer.

Notwithstanding the foregoing, Customer is entitled to change its password at any time. In the event of a password change, the liability provisions of this section shall apply.

ARTICLE 11: RESPONSIBILITY FOR CONTENT AND MONITORING

Content

Customer acknowledges and agrees that all information, data, text, software, music, sound, photographs, graphics, video, messages, lists or other materials accessible through the Services, without limitation ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated, whether Customer or any third party authorized by Customer. This means that Customer, and not Agendize, is entirely responsible for all Content uploaded, posted, transmitted or otherwise provided through the Services. Agendize does not control the Content uploaded, posted, transmitted or provided by third parties and does not guarantee the accuracy, integrity or quality of such Content.

Use at your own risk

Agendize does not endorse, verify or take responsibility for any Content uploaded, posted, transmitted or provided through the Services. Customer agrees to use, rely upon and/or accept all Content at its own risk.

Agendize and its affiliates and suppliers shall not be liable for any direct or indirect loss or damage suffered by Customer or any third party as a result of the use of or access to such Content.

Agendize has no obligation to monitor any content uploaded and/or downloaded by Customer or any third party.

Content License

Agendize does not claim ownership of the Content that Customer uploads, posts, transmits or provides. By uploading, posting, transmitting or otherwise providing any information submitted by a Customer End User, Customer :

(A) Warrants and represents that Agendize, its affiliates and their successors in title have the right to collect, use, reproduce, display, perform, adapt, modify, distribute, create derivative works from and exploit such Content in any form and medium for the purpose of providing the Services or other services now known or unknown to Customer or others, including any concepts, ideas or know-how embodied therein, on a non-exclusive basis for the full term of the applicable intellectual property rights;

(B) represents and warrants to Agendize that Customer owns or otherwise controls all rights to the information submitted by any of its End Users and that its use by Agendize as described herein (including, without limitation, publication of the information submitted by the user) will not infringe or violate the rights of any third party.

ARTICLE 12: RESTRICTIONS AND PROHIBITED ACTIVITIES

The Customer is prohibited from and undertakes, on behalf of its End Users and/or its own customers, particularly with regard to Resellers, not to :

(a) interfere with, disrupt or interfere with the Services (including the associated technology, software, hardware, platform, communications and web pages of the Services or networks associated with the Services);

(b) impersonate or attempt to impersonate any other person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

(c) sell or transfer to a third party your login or password or account;

(d) harm minors or other persons in any way;

(e) post, upload, transmit, distribute, provide or make available any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, racially or ethnically offensive or otherwise objectionable;

(f) post, upload, transmit, distribute, provide or make available any material that contains computer viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(g) post, upload, transmit, distribute, provide or make available any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements)

(h) post, upload, transmit, distribute, provide or make available any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

(i) disobey any requirements, procedures, policies or regulations of networks connected to the Services;

(j) create false headers or manipulate identifiers in order to disguise the origin of Content transmitted through the Service or the development of password-only or restricted pages, or hidden pages or images (those not linked to another accessible page);

(k) harass any third party using any component of the Services;

(l) collect or store personal data from other users of the Services who have not agreed to provide such information, for the purpose of exploring bona fide business opportunities or connections;

(m) intentionally or unintentionally violate any local, state, provincial, national or international law;

(n) create or submit unsolicited e-mails (spam) to any other user of the Services;

(o) modify hyperlinks and other offers that make up the Service. Such hyperlinks and offers may not be modified. Such hyperlinks and offers must remain in their original form, as defined by Agendize;

(p) reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, except as permitted or authorized by Agendize ;

(q) use the Services to create and/or provide a competing product and/or service;

(r) reverse engineer, assemble or compile or derive or attempt to derive the source code or structure of the ;

(s) modify, reproduce, or create derivative works of the Services;

(t) remove any copyright or other proprietary rights contained in the Services;

(u) disclose the performance results of the Services to any third party unless expressly authorized by Agendize ;

(v) modify, publish, transmit, participate in the transfer or sale of, reproduce (except as provided), copy, store, create derivative works based on, distribute, perform, display or exploit in any way any of the Services, except as expressly authorized by Agendize or its licensors; and

(w) use the Services for any illegal or unlawful purpose.

For the avoidance of doubt, the restrictions set forth in this Agreement apply to the Services as a whole or to any component or portion of the Services.

Responsibility and guarantees of the Customer and the Reseller

In addition, Customer and Reseller are responsible, to the exclusion of Agendize, for the manner in which they use the Services, including the policies and procedures they establish to protect the security of their data, computer network and other facilities, their choice of equipment, software, and online content, and the privacy and personal data of any third party involved in the use of the Services. The Services are intended for use by Customer and its End Users and are not intended for resale or transfer to any other third party to the Agreement, except as authorized by a Reseller for resale to its own end customers. Customer shall not modify the Services and Software without Agendize's written permission. The hyperlink to Agendize's Privacy Policy must always be included in the graphical user interfaces that Customer presents to its End Users and in the graphical user interfaces presented by Resellers' own customers to their End Users.

Agendize shall not be liable for any improper use of the Services by Customer that causes direct or indirect damage to Customer or any third party.

The Customer and Reseller are responsible for any direct or indirect damage, material or immaterial, caused to Agendize or third parties as a result of the use of the Service and/or the performance of the Agreement and agrees to indemnify Agendize for the consequences of such damage.

Compliance with legislation

Agendize controls and operates the Services and Related Services from within the United States and the entirety of the Services and Related Services may not be appropriate or available for use in other locations. If Customer or Reseller uses the Related Services outside of the United States, Customer or Reseller is solely responsible for compliance with applicable local laws.

Customer and Reseller warrant that the Software or Services will not be used in violation of any law applicable to the Services.

ARTICLE 13: CONFIDENTIALITY AND PRIVACY

At Agendize, protecting your privacy is important to us. We treat your personal information with the utmost respect, in accordance with the General Data Protection Regulation (GDPR) and the amended French Data Protection Act, and in accordance with the Privacy Policy available at the following link: https: //www.agendize.com/fr/politique-de-confidentialite.

Each party undertakes to keep strictly confidential all information concerning the other party to which it may have access under the signed agreement, regardless of the method of communication of said information.

Each Party undertakes in particular to respect the confidential nature of the methods, processes and know-how of the other Party of which it may have knowledge in the context of the execution of these general conditions of sale.

Any commercial, financial or technical information that is not in the public domain is considered confidential in nature.

The party providing the confidential information shall be deemed to be the sole owner of all rights to such confidential information.

The Parties agree to use the information, Data and documents referred to herein only for the performance of their respective obligations under the Agreement or upon valid request of the appropriate authorities.

In the event of a breach of this obligation by either party, the other party may terminate under the terms of this document.

Furthermore, given the personal nature of the information that they may communicate to each other in the context of the execution of these general conditions of sale, the Parties undertake to ensure that the said information is communicated in strict compliance with the provisions of the amended law of January 6, 1978, known as the "Data Protection Act", and more generally with the regulations in force.

ARTICLE 14: INTELLECTUAL PROPERTY

Agendize retains all intellectual property rights in the Service, the Software used to provide the Service, and all modifications and improvements thereto. Except as otherwise expressly provided, nothing in this Agreement shall be construed as a transfer or assignment of any right, title or interest in any intellectual property right owned by Agendize, nor shall it grant Customer any rights or licenses to any of Agendize's intellectual property rights other than as otherwise provided in the Agreement.

Resellers are permitted to grant non-exclusive, non-transferable sublicenses to their own end customers to use, display, copy the Software for the sole purpose of enabling such end customers to use the Services in accordance with the terms hereof. Agendize also grants Reseller the right to sublicense Agendize's trademarks, trade names, and trade dress for the sole purpose of enabling Reseller's customers to use the Services in accordance with the terms and conditions of this Agreement for the duration of the Agreement.

Any feedback that Customer may provide to Agendize, including, without limitation, images, words, ideas, knowledge, techniques, marketing plans, information, questions, answers, suggestions, e-mail comments, etc., shall be considered non-confidential and non-proprietary. By providing such material, Customer authorizes Agendize to use it and any images, developments or derivatives thereof, as Agendize in its sole discretion determines appropriate, including for public relations and promotion of the site and services in online and offline media, all without the requirement of any further authorization from or payment of any compensation to Customer. Customer also agrees that (i) by submitting unsolicited ideas to Agendize or any of its employees or representatives, Customer automatically waives its right to any intellectual property rights in such ideas; and (ii) unsolicited ideas that are submitted to Agendize or any of its employees or representatives automatically become the property of Agendize. Customer hereby assigns and agrees to assign all right, title and interest in such comments and ideas to Agendize and all intellectual property rights therein.

ARTICLE 15: AGENDIZE CONTRACTING ENTITY, NOTICE, APPLICABLE LAW AND JURISDICTION

The Agendize entity entering into these Terms and Agreement, the address to which Customer must address notices under this Agreement, the law that will apply to any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depends on the Agendize entity listed in the sales proposal, invoice, quote or purchase order.

Contracting Agendize Entity:	Address:	Notice to be sent to :	Applicable law :	Competent courts :
Agendize SAS	33 rue de la République, 69002 Lyon, France	RCS Lyon 449 162 403 legal@agendize.com	France	Commercial Court of Troyes
Agendize LLC	245 Kentucky Street, D5, Petaluma CA 94952	legal@agendize.com	United States of America	Sonoma County, California

ARTICLE 16: OTHER

SUSPENSION OF OBLIGATIONS

In the event of a case of force majeure, the obligations of the Parties shall be suspended. By express agreement, force majeure shall include disruptions to the telecommunications network as well as any unavailability attributable to causes beyond the Supplier's control. If the case of force majeure persists beyond a period of sixty (60) days, the Contract may be terminated as of right by either Party.

TERMINATION FOR FAILURE OF A PARTY TO PERFORM ITS OBLIGATIONS

In the event of non-compliance by either Party with its obligations under the Contract, the Contract may be terminated at the discretion of the aggrieved Party. It is expressly understood that such termination shall take place by operation of law one (1) month after the sending of a formal notice to perform which has remained, in whole or in part, without effect.

Notice of default shall be given by registered letter with return receipt requested. As an exception, Agendize may decide to terminate the Agreement immediately and automatically if the Customer fails to pay the price. Agendize will then inform the Customer by registered letter with acknowledgement of receipt.

TERMINATION OF A CONTRACT WITH TACIT RENEWAL

A contract with tacit renewal may be terminated if a denunciation by one of the parties is sent to the other by registered letter with acknowledgement of receipt at least ninety (90) days before the expiry of the current contract period or its renewal.

PARTIAL DISABILITY

If any provision of these T&Cs is held to be invalid or unenforceable under applicable law, such invalidity or unenforceability shall not invalidate or render unenforceable the remaining provisions of the T&Cs. The TOS shall be construed as if it did not contain the invalid or unenforceable provision.

TITLES

The titles are for convenience only. In case of contradiction between the title and the body of an article, it is understood that the body of the article prevails.