General conditions of the service

ARTICLE 1: USER AGREEMENT

The purpose of this user agreement (hereinafter “Contract”) is to specify the responsibilities of THE FORM COMPANY, a single-person simplified joint stock company, registered with the Nice Trade and Companies Register under number 982 219 438, France (hereinafter “FORMULR”), France (hereinafter “FORMULR”) as a service provider and your obligations as a user (“User” or “CUSTOMER”).

The contact details of FORMULR are 21 Avenue Thiers, 06000 Nice and contact@formulr.io

This Agreement regulates the use of the software, the website and the mobile application or the API (defined in article 13.2) (hereinafter “Site” or “Services”) and the services purchased or accessible through the Site. A description of the Services is provided in article 13 of the Contract.

Users are all persons authorized by the CLIENT to connect to the Services in accordance with the Contract, whether they are an employee, a service provider or the CLIENT's customers. It must be an adult, i.e. over 18 years of age.
The CLIENT acknowledges that he uses the Services as part of his professional activity and therefore that he acts as such.

When you use the Site or purchase the Services offered by FORMULR, you acknowledge that you have read, understood, recognized and expressly accepted the Agreement, as well as the privacy policy.

Unless a written agreement signed by FORMULR, any subscription to our Services implies acceptance by the CLIENT of the Contract, which cannot be unilaterally modified by stipulations on the CUSTOMER's order forms or general terms of purchase or any other document.

We will attempt to use plain language in this Agreement to make it easier to understand.
FORMULR and the CLIENT are individually referred to as “Party” and jointly as “Parties”.

The Parties acknowledge that the initiative and conduct of the negotiations that preceded the acceptance of these terms meet the requirements of good faith. They acknowledge having benefited, during the pre-contractual phase of negotiations, from all the necessary and useful information to enable them to engage in full knowledge of the facts.

Each Party declares that it has informed the other Party of any information brought to its attention, the importance of which is decisive for the consent of the other Party.

FORMULR evolves according to the feedback of our CUSTOMERS; we therefore reserve the right to change or modify the Contract, as well as all the policies integrated into it, at any time, and these changes or modifications will be effective after a notice of two (2) months after communication of them by email.

In the absence of reservation on these changes within this period, your use of the Site or the Services after an update constitutes your acceptance of the new version of the Agreement. In the absence of agreement on the new Contract, the Contract existing between us at the time of our entry into a relationship will remain applicable until the end of the latter.

In case of renewal, the new version of the Contract will be applicable.
It is therefore very important that you keep your account information (hereinafter “Account”) up to date. FORMULR cannot be held responsible if you do not receive an email notification due to an incorrect email address.

If you are using our Services on behalf of an organization or entity (“Organization”), you are agreeing to these terms on behalf of that Organization and you represent and warrant that you have the authority to engage the organization in complying with these terms and conditions. In this case, the terms “you” and “your” refer to you and this organization.

If, after your electronic acceptance of the Agreement, FORMULR determines that you do not have the right to legally bind this Organization, you will be personally responsible for the obligations contained in the Agreement, including, but not limited to, payment obligations.

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ARTICLE 2: USE OF SERVICES

2.1 LIMITED LICENSE

Subject to acceptance of the Agreement, FORMULR grants you a limited, non-exclusive, and non-transferable license to use the Services for commercial purposes during the term of the Agreement.

The CLIENT is responsible for the appropriate use of the Services by Users.

The CLIENT may not assign or transfer the right to access the Services without the prior written consent of FORMULR.
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Access to the Services is strictly reserved for the subscribing Company. The same license may not be used for several separate companies, even if they are related or affiliated, except with the written consent of FORMULR.

The CLIENT undertakes to use the Services provided by FORMULR exclusively in accordance with the laws and regulations in force as well as the terms of the Contract. As such, the CUSTOMER, as well as its Users, is prohibited from:

Reproduce, distribute, copy or use illegally any content, software or information protected by intellectual property rights belonging to FORMULR or to third parties;
Integrate or attempt to introduce any malicious code, virus, Trojan horse, or other harmful program into the Services;
Engaging in any activity that is illegal, fraudulent, or that infringes the rights of FORMULR or third parties, or that is contrary to applicable local, national, or international laws, including, without limitation, data protection, intellectual property, and cybersecurity laws;
Use the Services in countries or jurisdictions where their use is prohibited or restricted by law.

The CUSTOMER must make its End Users aware of these prohibitions and put in place the necessary measures to prevent any violation.

In the event of non-compliance with this clause, FORMULR reserves the right to suspend or terminate access to the services without notice, as well as to demand any compensation for damages suffered in accordance with article 6.3 of the Contract.

The CLIENT may authorize a third party to access the Services under the same conditions as the Users, only for services provided on his own behalf, such as as part of an outsourcing project, or any other circumstance agreed between the Parties. In this case, the CLIENT guarantees that the third party respects all of FORMULR's rights to the Services.

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2.2 ACCESS RIGHTS & OBLIGATIONS OF USERS AND CUSTOMERS

The Services are accessible by the CLIENT in accordance with article 3.4 of the Contract.

In the event of a security breach detected by FORMULR, FORMULR may proceed, without notice, with a temporary interruption of the Services in order to correct the flaw as soon as possible.

To access and/or use the Services, Users may be required to provide identification, contact, and other information as part of the registration process and/or continued use of the Services. They are responsible for the accuracy and completeness of this information.

You represent and warrant to FORMULR that all information submitted during the creation of your Account is accurate, current, and complete, and that you will maintain this information as is. In this sense, you are responsible for the accuracy and completeness of this information.

In accordance with article 6.3 of the Contract, if FORMULR has reason to believe that the information in your account is inaccurate, outdated or incomplete, FORMULR reserves the right, at its sole discretion, to suspend or terminate your account, after having previously informed the CLIENT of this suspicion, which has remained uncorrected for fifteen (15) days. Your account information is governed by the FORMULR Privacy Policy (currently available here).

Within forty-eight (48) hours following acceptance of the Contract, FORMULR will send by email to the designated CLIENT his username and associated password (hereinafter “Account ID”), so that he can create the necessary User accounts.

You should ensure that any account IDs and other access identifiers (such as API tokens) for the FORMULR service are kept strictly confidential and are not shared with unauthorized persons. In the event of the cessation of the collaboration of a User, you are advised to quickly end this person's access to your account and to any FORMULR service

You agree to immediately notify FORMULR of any unauthorized use of your account ID, account, or security breaches. For security reasons, FORMULR recommends changing your password at least once every six (6) months for each account, or activating the two-factor authentication provided with the Service.

FORMULR cannot be held responsible for any losses resulting from the unauthorized use of your Account, nor for the consequences due to your negligence in providing accurate information or in the secure management of your account identifier.

Data transfer abroad

If you access our site from a country other than where our servers are located, exchanges with our systems may result in the transfer of your information (including information related to your account) across borders. By visiting our site and making such electronic communications, you consent to these transfers.

2.3 FREE AND BETA ACCOUNTS

We may allow or invite certain Users to open accounts for the use of certain services for free, without the need to execute a contract (“Free Trial Accounts”, “Demo Accounts”, “Beta”).

Free Trial Accounts may include using the Services for a limited period of time (free trials) or for businesses or groups of a limited size, at the sole discretion of FORMULR.

By opening a Free Trial Account or participating in a Beta version, the use of the Services by you and by any User invited to join your workspace is governed by these terms.

The User acknowledges that any Free Trial or Beta Account is provided “as is” and “as available” without warranty, support, maintenance, storage, service level commitment, or any other obligation.

The User agrees that Free or Beta Trial Accounts may not be complete or fully functional and may contain bugs, errors, omissions, and other issues, for which FORMULR will not be responsible.

Any use of the Free Trial Accounts in the context of your real activity is therefore at your own risk.

You acknowledge and agree to share your feedback regarding your experience using our Trial Services or participating in a Beta, in any form reasonably requested by us.

FORMULR reserves the right to modify, change, or discontinue any aspect of the trial services or beta at any time without notice.

2.4 PROVISION OF SERVICES

We reserve the right to impose limits on storage space, the number of users you can collect or share content from, the number of users allowed per account, and the nature of content that can be downloaded or displayed, among other restrictions, at any time. These limits will be specified when subscribing to the Services.

This information is available at all times via the CLIENT's administrator area and alerts will be sent by email to the account manager as soon as the thresholds reach 80%.

FORMULR may use affiliates, subcontractors, or other third parties named below to provide all or part of the Services, and you acknowledge and agree that such collaboration with third parties is acceptable.

By using the Services to send a message, request, or other content, you understand that these communications may pass through computer networks owned by FORMULR and third parties located throughout Europe and other regions.

To improve the Services provided to our users, FORMULR may make the necessary changes to your content in order to make it compliant and adapted to the technical requirements of networks, devices, services or connection media.

We reserve the right, at any time and at our sole discretion, to suspend the Services or any part of them (including software) in the event of a breach of the Agreement by the CUSTOMER, force majeure, or the inability of the CUSTOMER to use the Services in accordance with the Agreement and documentation.

FORMULR may, at any time, modify the Services or the way in which they are provided, provided that these changes do not cause discomfort to the CLIENT or improve the Services.

In an obligation of means, FORMULR will endeavor to limit these maintenance operations to a minimum and as far as possible, outside of the usual working hours.

FORMULR undertakes to inform the CUSTOMER of maintenance operations, including the foreseeable duration of the unavailability period, at least 15 days in advance via the user interface and by email.

FORMULR strives to ensure the accessibility of the SaaS Service 7 days a week, 24 hours a day, with an average availability rate of 99.5%, while taking into account the following periods: (i) security updates and batch processing, (ii) technical maintenance of the infrastructure, (ii) technical maintenance of the infrastructure, (iii) restoration of backups, and (iv) cases of force majeure.

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2.5 CODE OF GOOD CONDUCT

You acknowledge and agree that any content, including in particular information, data, documents, documents, texts, data, documents, documents, texts, texts, photographs, images, images, files, software, sounds, recordings, graphics, videos, messages, labels and other materials, in any form or technical structure whatsoever, transmitted or stored privately using the Services using the Services (hereinafter referred to as “Content”), is the sole responsibility of the person or persons who originated such content.

Your use of the Site and Services, and any content you submit, must comply with this Agreement and all applicable local, national, and international laws, rules, and regulations.

You are responsible for your own conduct as well as for any actions involving the use of your Account, as well as for the content generated (for example, request templates, customer invitations, messages, forms, electronic contracts, etc.) by anyone using your account ID with the Services, and for the resulting consequences.

The CLIENT acknowledges that the Services are provided in the form of “Software as a Service” (SaaS), and that it must therefore have the necessary equipment to access them. You are responsible for configuring your hardware and for its security settings, in particular to prevent unauthorized access or the appearance of viruses. FORMULR cannot under any circumstances be held responsible for unauthorized access, modification, deletion, destruction, deterioration, loss, or inability to store any equipment related to the API.

Third-party websites accessible via the Site or Services are not under the control of FORMULR. Therefore, FORMULR disclaims any responsibility for the content, terms and conditions, privacy policies, or practices of these third party sites. By using the Site or the Services, you expressly release FORMULR from any liability related to the use of third party websites. We encourage you to carefully read the terms and conditions, privacy policies, and other documents governing any third party websites you may visit.

2.6 OBLIGATIONS OF USERS

You agree to:

(i) Maintain a legally appropriate privacy policy on your website or properties, and provide all necessary information to your Recipients (as defined below).

“Recipients” refer to users who are not subscribed. This may include your customers, candidates, suppliers, speakers, speakers, speakers, patients, patients, vendors, borrowers, guarantors, or any other stakeholders with whom a User interacts using our Services.

(ii) Inform your recipients of their rights by adding your Privacy Policy URL to your account.

(iii) Obtain all rights and consents necessary to allow the collection, download, download, use, sharing, and disclosure of data or information (including personal data) in the manner provided for in the Agreement.

(iv) Do not take actions that would subject FORMULR, the Services, or the APIs to third party terms (including open source software license terms).

(v) Do not use this Site or the Services in a manner that is: unlawful, or that encourages illegal activity; that infringes the intellectual property rights of another user or other person or entity; that violates the privacy or publicity rights of another user or other person or entity; or that violates any duty of confidentiality to another user or other person or entity.

You agree to make confidential information accessible only to members of your staff who need to perform the Services, to inform such persons of the confidential nature of the information before it is disclosed, and to ensure that these persons respect this confidentiality obligation. You must implement all necessary measures to ensure the physical security and integrity of Confidential Information.

ARTICLE 3: SERVICES

FORMULR offers a range of digital products and services designed to simplify customer and administrative onboarding processes through, in particular, the use of online portals.

FORMULR also offers application programming interfaces (APIs) that allow Users to create onboarding processes integrated into their websites, software or other digital properties (hereinafter “User Properties”).

The “Services” include all computer applications, interfaces, software, software, software, programs, programs, programs, programs, products, services and websites provided or accessible by FORMULR and its subsidiaries, making it possible in particular to request, collect, download, download, store and share content as part of customer or administrative processes.

ARTICLE 4: TERMS OF PAYMENT

4.1 SUBSCRIPTIONS
Prices, displayed excluding taxes, as well as the functionalities and options of the Services depend on the subscription plan chosen, including usage or overage fees and the number of Users.

The CUSTOMER acknowledges that FORMULR reserves the right to adjust all or part of the components of the price of the Services during the contractual relationship, in particular according to changes in functionalities.

In this case, the new pricing policy will be notified to the CLIENT by all means, and will apply to the Services as of the renewal of the Contract. In the event of refusal of the new prices for the Services, the CUSTOMER has the option of not renewing his Contract in accordance with the conditions of article 6 below.

4.2 RECURRING FEES
By subscribing to a FORMULR subscription, you authorize us to charge your payment method on a recurring basis (for example, monthly, quarterly, or annually, depending on your subscription).

You explicitly authorize us to charge your payment method (such as a credit card or bank account via SEPA Direct Debit, for example) for subscription fees, any usage or overruns of fees, and all applicable taxes and fees.

This authorization is valid until the end of the subscription term and any applicable renewal period, or until you cancel all of your subscriptions.

FORMULR may also participate in “recurring billing programs” or “account update services” offered by your credit card provider, depending on your bank's participation.

In the event that you have subscribed to an automatic renewal of payment details service, and we cannot charge your current payment method, your credit card provider (or bank) may provide us with updated information about your credit card number and/or expiration date, or may automatically charge your new card without informing us directly.

4.3 TAXES
FORMULR's fees are exclusive of taxes, and you are responsible for paying all sales, use, VAT, or other similar taxes or levies, whether domestic or foreign, except for taxes based on FORMULR revenue.

You will not have to deduct these taxes from payments made to FORMULR, unless required by law.

In the event that such a deduction is required by law, we may adjust the amount due so that, after taking into account all mandatory deductions and deductions, we receive an amount equivalent to the price of our subscriptions, exempt from these tax charges.

4.4 REFUND POLICY

Except for the specific provisions set out in the Contract, all fees and payments made are final and non-refundable.

4.5 LATE PAYMENT AND PAYMENT INCIDENTS

The CUSTOMER accepts that any late payment, total or partial, by the due date will automatically result, without notice, in the application of late payment interest at the rate of three (3) times the legal interest rate, calculated on the total amount of the amounts due. In addition, a fixed compensation of forty (40) euros will be applied to cover recovery costs.

ARTICLE 5: COMMITMENT AND TERMINATION

5.1 DURATION OF COMMITMENT
These conditions will remain applicable as long as all subscriptions to the Services have not expired or been cancelled at the request of the CLIENT or FORMULR.

In the event of expiration or termination of a contract or part of it, FORMULR undertakes to facilitate the migration of the Services to another system, in order to ensure a smooth transition for the CLIENT or a designated third party.

FORMULR will return the CUSTOMER's data in a standard and usable format within ten (10) working days following the end of the Contract.

5.2 SUBSCRIPTION TERM AND RENEWAL
You agree to pay all fees related to your plan or the Services purchased for the duration of the subscription.

You may not cancel or terminate a subscription period except as specified in section 6.4 (Termination for cause).

If no subscription start date is specified on the order form, the subscription begins as soon as you first use the Services.

Each subscription period will be automatically renewed for successive periods equal to the initial term of the subscription (for example, an annual subscription will be renewed for an additional period of 12 months each year, while a monthly subscription will be renewed for an additional period of one month each month), unless:
(i) the terms of the order form provide otherwise; or
(ii) one of the parties notifies in writing its desire not to renew the subscription at least three (3) months before the end of the current period.

The rates applicable for any renewal, new order form or modification of it will be those in force at FORMULR at the time of renewal.

5.3 SUSPENSION OF SERVICES

FORMULR may suspend or interrupt your access to the Services in the following cases:
(i) Your account is late in payment after two (2) email reminders that have not been answered;
(ii) You requested the deletion of your account;
(iii) You have not made payment of fees or other amounts due to FORMULR or any other party related to your use of the Services;
(iv) A request is made by competent authorities or other governmental agencies.

FORMULR may also suspend your access to the Services or delete your data if we deem it necessary to:
(i) Facing a breach of the Contract after an unanswered formal notice, or
(ii) To prevent harm or liability to other customers or third parties, or to ensure the security, stability, availability, or integrity of the Services.

FORMULR assumes no responsibility for actions taken in accordance with this section. However, you remain responsible for paying the fees during any suspension period under the terms of this section 6.3.

However, unless the Agreement has been terminated, we will work with you to quickly restore access to the Services once the situation that caused the suspension has been resolved.

5.4 TERMINATION

Each party may terminate the contract, including any associated order forms, if the other party:
(i) Does not remedy a material breach of contract (including a failure to pay uncontested fees) within thirty (30) days following written notice detailing the breach;
(ii) Ceases its activities without a successor; or
(iii) If permitted by applicable law, seek protection against bankruptcy, receivership, trust, receivership, or similar proceedings, or if such proceedings are initiated against that party (and not dismissed within sixty (60) days).

In the event of a proven fault on the part of FORMULR causing the cancellation, the CUSTOMER will receive a refund in proportion to the subscription periods not started of the prepaid fees, and will be released from any other future payment obligations.

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5.5 ACCOUNT CLOSURE

To close your account, please email us at contact@formulr.io with the subject “Cancellation” and specify the reason for the request in the body of the message.

ARTICLE 6: CONFIDENTIAL INFORMATION

6.1 CONFIDENTIAL INFORMATION
“Confidential Information” includes:
(i) For FORMULR, the services and documentation provided by FORMULR;
(ii) For you, your data;
(iii) Any other information exchanged in writing or orally, whether or not it is designated as confidential;
(iv) The specific conditions of the Contract as well as any amendments or annexes relating thereto, between the Parties.

6.2 CONFIDENTIALITY OBLIGATION
Each Party undertakes to:
(i) To keep the information of the other Party confidential and to disclose it to third parties only with specific authorization under the Contract;
(ii) Use confidential information only to fulfill its obligations and exercise its rights under the Contract. Each Party may share the confidential information of the other Party with its employees, agents or subcontractors with a legitimate need for access, provided that these recipients are subject to confidentiality commitments as rigorous as those defined in the Contract. Each Party remains responsible for the compliance of these obligations by the recipients.

This confidentiality commitment will last for a period of five (5) years following the termination of the Contract, regardless of the cause. The Parties undertake to ensure that this commitment is respected by their employees, agents, subcontractors and any other person having access to confidential information under the Contract.

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ARTICLE 7: RESPONSIBILITY AND CUSTOMER ADVICE

7.1 USER DATA
You maintain full ownership, title, and interest (including intellectual property rights) in the data you create through the FORMULR service (hereinafter “User Data”), excluding any intellectual property of FORMULR. This User Data excludes personal data.

You hereby grant us a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of User Data only to the extent necessary to provide the Services or in accordance with the Agreement.

You expressly authorize FORMULR to process your data, including the confidential information contained in it, as described in the FORMULR Agreement and Privacy Policy (currently available here), as well as under the data subcontracting agreement, for the collection and processing of files with third parties according to your instructions and through the use of the Services.

In addition, FORMULR collects and analyzes data relating to the use of the Services by the CLIENT, such as the number of connections, the navigation paths of End Users, and the most frequently used functionalities (hereinafter the “Usage Data”). This Usage Data is essential to FORMULR to improve the performance and quality of the Services.

7.2 INTELLECTUAL PROPERTY
The Services, including the API and the Site, are the exclusive intellectual property of FORMULR.

You acknowledge that you have only a limited right to use the Services and that, despite the use of terms such as “purchase”, “sale” or the like, no ownership rights are transferred to you, your Users, or your Recipients under the Agreement.

You agree that FORMULR (and its suppliers) retain all right, title, and interest in and to the Services, the Site, and any related or underlying documentation, technology, code, know-how, logos, models, or other materials provided in connection with the provision of additional services. These materials, including any updates, modifications, or derivative works, are considered confidential information of FORMULR.

Subject to local regulations, you acknowledge and agree that you are not entitled to a copy of the software supporting the Services, and you agree that FORMULR has all rights to make updates, bug fixes, modifications, or improvements to the Services.

You agree not to circumvent, disable, or otherwise interfere with the security features of the site or services, including but not limited to those that prevent or limit the use or copying of FORMULR content, or that apply restrictions to the use of the site or services.

Developments of functionalities carried out on behalf of a CLIENT, at his request, remain the property of FORMULR.

7.3 CUSTOMER REVIEWS
If you provide suggestions, comments, improvements, information, ideas, or any other feedback or materials related to FORMULR (collectively, “Feedback”), you hereby grant to FORMULR a worldwide, perpetual, irrevocable, sublicensable, and free right and license to use, copy, sublicense, sublicense, and free of charge to use, copy, disclose, disclose, license, distribute, and exploit your Feedback in any form and manner, without any obligation, payment, or restriction concerning property rights intellectual or others.

None of these terms limits our right to independently use, develop, develop, evaluate, or market products, regardless of whether or not they incorporate feedback.

The CLIENT expressly authorizes FORMULR to use its name, logo and any other reference relating to its identity for promotional and commercial communication purposes. This authorization includes, without limitation, the mention of the CLIENT on the FORMULR website, in case studies, press releases, commercial presentations and any other marketing or advertising material, as a user of the Services.

ARTICLE 8: SAFETY

8.1 PRIVACY POLICY
When Personal Data must be processed under the Contract, the Parties undertake to comply with the regulations applicable to the processing of such personal data, and in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016, in force as of April 27, 2016, in force as of May 25, 2018 (hereinafter, the “RGPD”).

Each Party undertakes to implement all appropriate technical and organizational measures to ensure a high level of security of the Personal Data processed, being solely responsible in this respect.

The information you provide to us or that we collect will be used in accordance with the terms of the Agreement and the provisions of the FORMULR privacy policy (available here).

Please read this policy carefully, which contains essential information about our collection, use, and retention of data.

As part of the Contract, the Parties will sign a data subcontracting agreement to supervise the collection and processing of user data by FORMULR on behalf of the CLIENT.

8.2 SAFETY
FORMULR puts in place appropriate technical and organizational measures to ensure the security of your information, by protecting it against any unauthorized use, disclosure or modification.

ARTICLE 9: RESPONSIBILITY TO FORMULATE

As part of the execution of the Services, FORMULR is only committed to a general obligation of means.

FORMULR will implement appropriate secure technical measures to ensure the availability of the Services and associated data. However, FORMULR is not responsible for the impersonation of a User.

FORMULR can only be held liable for direct damage resulting from a serious breach exclusively attributable to FORMULR, demonstrated by the CLIENT.

FORMULR is not responsible for the malfunctions of the Services arising from:
(i) misuse of the Services,
(ii) the unavailability of Internet networks, or
(iii) a malfunction of a third-party API to FORMULA necessary for the Services.

FORMULR declines all responsibility in the event of interruption, alteration of the functioning or destruction of the Services due to a case of force majeure, fortuitous, technical incidents or external damage, provided that FORMULR has implemented appropriate measures to avoid these incidents.

FORMULR cannot be held responsible, except in case of fault on its part, for unauthorized and abusive access to its databases by third parties (“pirates”), nor for the consequences resulting from the disclosure of passwords.

FORMULR cannot be responsible for indirect or unforeseeable damages such as loss of profits, loss of profits, loss of turnover, loss of customers, damage to the image or loss of data.

In the event that the responsibility of FORMULR is retained, its compensation may not exceed 100% of the net value of the amounts paid by the CUSTOMER during the previous year.

The provisions herein allocate risks between the Parties. The agreed prices reflect this contractual balance taking into account this distribution of risk and the resulting limitation of liability. The Parties recognize that, therefore, the limitation of liability mentioned above is not negligible and does not contravene the essence of FORMULR's main obligation.

FORMULR cannot be held responsible if the CUSTOMER does not notify a complaint within a maximum of one (1) year from the breach or from the date on which he should have been aware of it.

You agree to defend, indemnify, and hold harmless FORMULR and its officers, directors, employees, agents, and third party service providers from any liability arising from:

of your use of the Services,
your breach of any term of the Agreement, policies, or integrated agreements, and/or
the violation of any third party rights, including intellectual property rights.

Indemnification obligations will survive any termination or expiration of the Agreement or your use of the Services.

9.1 MAINTENANCE

FORMULR is committed to carrying out the maintenance operations necessary to ensure the availability and proper functioning of the Services. These operations may include updates, bug fixes, performance improvements, and security adjustments.

The maintenance of the Services can be planned or carried out urgently as required.

In the event of planned maintenance that may result in a temporary interruption of the Services, FORMULR will endeavour to notify the CLIENT within a reasonable period of time before the start of operations.

The User acknowledges being informed of the technical risks inherent in the use of the Internet, leading to interruptions in access for which FORMULR cannot be held responsible.

In addition, the User accepts that the use of the Services may be suspended for maintenance, repair or update operations. FORMULR will endeavour to minimize the duration and frequency of these operations.

Under no circumstances can FORMULR be held responsible for the possible consequences of this unavailability on the CLIENT's activities.

The CUSTOMER or the User undertakes to immediately report to FORMULR any anomaly encountered in the use of the Services via the dedicated form on the Services, by e-mail to the address contact@formulr.io or by telephone to the contact details indicated on the site.

9.2 EMAIL SUPPORT

FORMULR sets up a support service for the CLIENT or the User, offering assistance by email with the following characteristics:

Email support is available from Monday to Friday, from 9 a.m. to 6 p.m., except for public holidays in France. To benefit from the service, all that is required is for the subscriber or non-subscriber to request assistance via the Services Contact page or by email at contact@formulr.io

ARTICLE 10: ACCEPTABLE USE POLICY

By using the Services, you must not, unless authorized in advance by FORMULR:

Post or transmit messages that are abusive, defamatory, false, false, misleading, misleading, or threatening to use violence;
Transmit or participate in activities related to spam, chain letters, or unsolicited messages (including emails);
Impersonate another person, make a false statement about your affiliation, or disguise your identity;
Access unauthorized portions of the Services;
Interfere with the proper functioning of the Services or their integrity;
Upload or transmit viruses, worms, bugs, bugs, Trojan horses, malware, or other harmful code;
Bypass access restrictions or compromise the security of the Services;
Test the vulnerability of the Services without appropriate authorization;
Modify, use, or access other users' accounts, sites, systems, or data without authorization;
Collecting unauthorized personal information from the accounts of other users;
Use the Services in violation of applicable laws or regulations;
Reproduce, duplicate, sell, exploit for commercial purposes any part of the Services without authorization;
Incorporate the Services or any portion of them into another product or service without specific approval;
Publicly disseminate confidential information from the Services;
Modify or create derivative works from the Services without permission;
Violate security measures or circumvent Service rate limits;
Distribute the Services without authorization;
Access the Services in order to create a competitive product or service;
Use the Services for product evaluation or comparative analysis without prior written consent;
Remove or hide any proprietary notices or confidential content from the Services.

FORMULR reserves the right to suspend or terminate access to the Services in the event of a violation of this Acceptable Use Policy in order to protect its security, availability, or integrity, as well as that of users. Terms not defined in this Acceptable Use Policy will have the meaning set forth in the applicable agreement between you and FORMULR.

ARTICLE 11: CONDITIONS SPECIFIC TO THE SERVICE

FORMULR undertakes to ensure that, throughout the duration of the Contract, the Services will be provided in accordance with the documentation shared with the CLIENT as well as the information described below:

11.1 SERVICE DESCRIPTION

FORMULR is an onboarding service that allows FORMULR to request, collect, display, validate, and share documents and information electronically.

Authentication
To access FORMULR, a person wishing to submit information must: (i) have a FORMULR account, or (ii) have received an invitation by email or created a file via the portal.

Audit trails
Requests processed in FORMULR include an audit trail that allows you to track their progress throughout the process. This information includes, but is not limited to, the unique identifier of the document generated by FORMULR, the email addresses of the sender and recipient (s), and the respective IP addresses. Event tracking includes information such as the date, time, and location when events occur, such as uploading documents, viewing requests, deleting or approving documents/information, as well as sending or receiving messages and updating recipient information.

11.2 API FORMULA

Service description
The FORMULR application programming interface (“FORMULR API”) allows CUSTOMERS to easily integrate the FORMULR solution into their applications or workflows, thus providing a seamless and personalized online experience allowing users to send their documents and information internally or externally.

Authentication
When the CLIENT uses the FORMULR API to activate functionalities integrated into its Properties, it is required to authenticate the identity of each recipient of the document request via email confirmation or any other means approved by FORMULR at its sole discretion. The CUSTOMER is entirely responsible for this authentication.

Requests for documents
A “document request” refers to the process of starting a new document collection process through the FORMULR APIs. For example, calling “CreateDossier” to submit a document request is a one-time request.

API keys
To access the FORMULR APIs, the CLIENT must obtain a unique API key through the registration process. The CUSTOMER is responsible for any activity carried out with his API key, whether he is aware of it or not. He must not share his API key with third parties and must keep it securely for exclusive use with the FORMULR API.

Properties
Only CLIENT properties approved by FORMULR may access and use the Service. FORMULR reserves the right to reject any CLIENT property at its discretion, in particular by ensuring that the CLIENT complies with the Agreement and the Acceptable Use Policy. The CUSTOMER must also ensure that its Properties contain terms of service and privacy policies in accordance with the Agreement in force.

API restrictions
The CLIENT undertakes not to (and not to allow third parties): (a) create a CLIENT API functioning substantially like the FORMULR APIs,
(b) use the FORMULR APIs for purposes independent of the CLIENT's properties,
(c) alter the source or ownership of the FORMULR APIs, remove or modify any proprietary rights notices, or interfere with the APIs or associated systems.

User applications
Users can use the FORMULR APIs to develop applications or integrated document collection experiences for their use or that of the User's CUSTOMERS and their respective end users. The User is solely responsible for the recipients and must ensure that they have the applicable conditions and the necessary authorization to share information with FORMULR.

11.3 INTEGRATIONS WITH THIRD PARTY APPS/CONNECTORS

Service Description
Third-party integrations connect FORMULR with the services you use to manage your business. These integrations include services like Google (Gmail, Google Docs, Google Docs, Google Docs, Google Drive, G Suite), Box, Evernote, Hubspot CRM, Microsoft OneDrive, Google Docs, Google Docs, Google Docs, Google Docs, Google Docs, Google Drive, G Suite, and Slack.

Eligibility
To use a FORMULR integration, you need to be a CUSTOMER. Some integrations may require prior approval of the use of these services or consent to the transfer of your information between FORMULR and the third party service.

Third-party content and products
The CLIENT is fully responsible for the use of third-party integrations and third-party services, as well as for ensuring that it has the necessary rights and permissions to share data between FORMULR and these third-party services. Third-party integrations may provide access to third-party content and products, which may have the ability to access, export, modify, or delete CUSTOMER data, including confidential information.

Disclaimer
FORMULR does not guarantee or support third-party integrations, their content, or products of any kind, even referred to as “powered,” “verified,” or others. FORMULR disclaims all responsibility for these products, services and their interaction with the FORMULR Services, including accessing, modifying, deleting, or collecting CUSTOMER data.

11.4 — RESTRICTIONS ON THIRD PARTY PAYMENTS

The integration of third-party payment services into forms created via FORMULR must be carried out via the official modules provided by FORMULR. Any integration of an unauthorized external payment system (for example, via a Stripe link inserted manually) is prohibited and may result in the immediate suspension of the Services.

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ARTICLE 12: GENERAL PROVISIONS

12.1 DISPUTES AND APPLICABLE LAW
For professional CUSTOMERS, the FORMULR Services being exclusively intended for professionals, any dispute relating to the use of the Services subject to the Contract, its interpretation, validity and execution, including the termination of the Contract, will be submitted to the Commercial Court of Nice, except in the case of exclusive jurisdiction of public order.

For CUSTOMERS who only meet the criteria of article L. 221-3 of the Consumer Code and assimilated to non-professionals as defined in the introduction to the Consumer Code:

In the event of a written complaint sent to FORMULR without response or satisfaction within two (2) months, the CUSTOMER may submit his complaint to the consumer mediator free of charge. The mediator must be contacted within a maximum of one year from the initial complaint.

SAS CNPM - MEDIATION - CONSUMPTION
http://cnpm-mediation-consommation.eu
or by post to:
CNPM - MEDIATION — CONSUMPTION
27, Avenue de la Libération — 42400 SAINT-CHAMOND

In addition, the European Commission has set up an Online Dispute Resolution platform in order to facilitate the out-of-court settlement of online disputes between consumers and professionals within the European Union.
https://webgate.ec.europa.eu/odr/‍

12.2 LANGUAGES AND TRANSLATIONS‍

FORMULR may provide translations of these terms and conditions or other related documents. These translations are provided for informational purposes only. In case of discrepancy or conflict between a translation and the French version, the French version will prevail.‍

12.3 HOW TO REACH US‍

For any questions relating to these conditions, you can contact us at the following address: contact@formulr.io‍

12.4 NON-COMPETITION‍

During the period of execution of the Contract, the CLIENT undertakes not to exercise, directly or indirectly, an activity competing with that of FORMULR, in any form whatsoever (as an employee, consultant, service provider or shareholder), in a sector similar or similar to that covered by the Services provided under this Contract. This includes any activity that may affect the commercial interests of FORMULR.

This obligation extends in particular to the internal development of a system similar to the Services, as well as to the acquisition or acquisition of a stake in a company competing with FORMULR.

After the termination or cessation of the Contract for any reason whatsoever, the CLIENT undertakes not to carry out activities competing with that of FORMULR in Europe and the United States for a period of six (6) months. This prohibition concerns the same forms of activity mentioned above and aims to protect the legitimate interests of FORMULR after the end of the contractual relationship.‍

12.5 SUBCONTRACTING‍

FORMULR is authorized to engage subcontractors for the provision of Services.

FORMULR remains fully responsible for the acts and omissions of its subcontractors, under the same conditions as if the Services were provided directly by FORMULR.‍

12.6 LEGAL WARRANTY
In accordance with article D. 211-3 of the Consumer Code, any CUSTOMER meeting the criteria of article L. 221-3 of the Consumer Code benefits from the following provisions.

The consumer has a period of two years from the supply of the digital content or digital service to invoke the legal guarantee of conformity in the event of lack of conformity. For a period of one (1) year from the date of supply, the consumer only has to prove the existence of the lack of conformity, without having to demonstrate the date of its appearance.

The legal guarantee of conformity obliges to provide the necessary updates to maintain the conformity of the digital content or service. It gives the consumer the right to compliance without undue delay, without additional costs and without major inconvenience.

In the event of persistent non-compliance, the consumer may obtain a reduction in the price or cancel the contract, with a full refund against renouncing the digital content or service, in the following cases:

1° The professional refuses to bring the digital content or service into compliance;
2° Compliance is unjustifiably delayed;
3° Compliance involves fees imposed on the consumer;
4° Compliance causes a major inconvenience;
5° The defect persists despite an unsuccessful attempt at compliance.

If the lack of conformity is serious, the consumer may request an immediate reduction in the price or the immediate termination of the contract, without prior obligation to request compliance.

Any period of unavailability of the digital content or service aimed at bringing it into conformity suspends the current warranty until the provision of compliant content or service.

These rights derive from the application of articles L. 224-25-1 to L. 224-25-31 of the Consumer Code.

In the event of bad faith preventing the implementation of the legal guarantee, the professional incurs a civil fine of up to 300,000 euros, and which can be increased up to 10% of the average annual turnover (article L. 242-18-1 of the Consumer Code).

The consumer also benefits from the legal guarantee against hidden defects in accordance with articles 1641 to 1649 of the Civil Code, for a period of two years from the discovery of the defect. This guarantee entitles you to a price reduction or a full refund against renunciation of the digital content or service.‍

ARTICLE 13: RIGHT OF WITHDRAWAL‍

The CUSTOMER, buying remotely, has a right of withdrawal of 14 days in accordance with Article L. 221-18 of the Consumer Code, provided that the purchase of Services is not part of his professional activity and that he employs less than 5 employees in accordance with Article L. 221-3 of the Consumer Code.

However, in accordance with Article L. 221-28 of the Consumer Code, this right of withdrawal does not apply to the supply of digital content, taking into account your agreement to start the Contract before the end of this period, thus causing the loss of this right. This information will also be recalled at the start of the Services by email.

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