Terms of sales

Last update on May 20, 2018

Translated with www.DeepL.com. The authoritative and original version is the french page.

Owner and Manager

Atolia SAS
13 Rue Jacques Peirotes
67000 Strasbourg, France

Contact

contact@atolia.com

Preamble

Atolia is a platform operated by Atolia SAS, a simplified joint stock company with a capital of 25,438 euros, whose registered office is located at 13 Rue Jacques Peirotes, 67000 Strasbourg, registered with the Strasbourg Trade and Companies Registry under the identification number 812 302 198 and whose intra-community VAT number is FR 50 812302198 (the "Provider").

Atolia (the "Platform") allows any legal entity or group of legal entities or individuals (the "Organization") to access various communication services centralized and managed within a single interface, according to the presentation and user guide shown here.

Various services are offered on the Platform (the "Service(s)"), including:

• access to instant messaging within groups of users (the "Group(s)");
• file sharing within a Group;
• the ability to make video and audio calls within the Group;
• integration and centralized use of different applications (the "Application(s)"); and access to a search engine for data shared on the Platform.

The Organization, being a professional as defined by the French Consumer Code and acting within the scope of its profession, acknowledges that it has the required capacity to subscribe to the above-mentioned Services, and declares that it has read these General Terms and Conditions and annexes (the "Agreement") and has accepted them, including when these Services are provided free of charge by the Provider.

The Provider and the Organization are hereinafter referred to as the "Parties".

Article 1 - Purpose of the Agreement

The purpose of the Agreement is to define the terms and conditions applicable to the access to the Platform and the Services subscribed by the Organization.

The Provider grants the Organization, which accepts after having fully tested the Platform and its various Services with any knowledgeable person of its choice, a right, under the strict conditions of Article 5, to access and use the Platform and the Application Services for the entire duration of the Agreement.

The Organization may not assign all or part of its rights and obligations under this Agreement without the prior written consent of the Provider.

It is specified that for the proper performance of this Agreement, the Organization agrees to notify the Provider as soon as possible of the change of its correspondence address (email or mailbox). The Provider shall not be liable for the consequences of the Organization's failure to notify the Provider of such change.

Article 2 - Access and use of the Platform

2.1 Access to the Platform

2.1.1 Organization access

The Platform is accessible via the organization access (the "Organization Access") at the following web address

https://app.atolia.com

It is also accessible via the Atolia mobile application available and optimized for the latest versions of Android and iOS.

Organization Access is available from any compatible computer or cell phone using the credentials created. It allows access to the administration and management parameters of the Platform, giving the possibility to subscribe or cancel any Offer (as this term is defined in article 3 below), to access the management parameters of the Services or to designate one or more Administrators (as this term is defined in paragraph 2.1.2 below).

The access identifiers created are personal and confidential. Organization agrees to use its best efforts to keep the credentials secret and not to disclose them in any form.

The Organization is fully responsible for the use of these identifiers. It shall ensure that no other person not authorized by the Provider has access to the Platform Services. In the event that the Organization becomes aware that another person is accessing these services, the Organization shall inform the Provider without delay and confirm this by registered mail.

In case of theft or loss of the login and password, the Organization shall inform the Provider without delay and confirm it by registered mail.

2.1.2 Administrator Access

The Organization has the possibility via its Organization Access to open an access to one or more administrators (the "Administrator(s)"). Login credentials are then provided to said Administrators subject to the provisions of the last three paragraphs of paragraph 2.1.1 above.

The Administrator has the ability to open, restrict or close users' access to the Platform. Access to the Platform is granted by the Administrator via a member account (the "Member(s)") or an invitation (the "Guest(s)") under the conditions of paragraph 2.1.3 below.

The Organization has the ability to restrict or terminate Administrator access to the Platform at any time.

2.1.3 Member and Guest Access

Member or Guest Access is managed through Organization or Administrator Access. Connection identifiers are then provided to said Member or Guest subject to the provisions of the last three paragraphs of paragraph 2.1.1 above.

A Member may, depending on the authorizations granted to him/her, unlike a Guest, create and possibly manage a Group. A Guest can only access the Groups that have been opened to him/her.

The Provider reserves the right to take legal action, on any basis and directly, against each of the users of the Platform, including Guests, but also against the Organization in the event of damage of any nature whatsoever caused by the Administrators, Members and/or Guests, in particular in order for the Organization to repair all of the harmful consequences caused by these third parties. Consequently, the Organization shall ensure that the conditions of use of the Platform are properly respected by its various users.

2.2 Technical conditions of access and update to the Platform

The Provider provides the Organization with the Services via the Platform accessible on its server through the Internet network 24 hours a day and 7 days a week, except during maintenance periods.

In order to ensure the proper functioning of the Platform, it is specified that the latter is optimized for the latest versions of Microsoft Edge, Google Chrome and Mozilla Firefox browsers. The Provider is not responsible for the proper installation and operation of browsers on the Organization's computers.

The Provider reserves the right to update and make functional changes to the Platform at any time. These updates and functional changes to the Platform may make access to the Services temporarily unavailable.

The Organization is furthermore warned of technical hazards and access interruptions that may occur. Consequently, the Provider shall not be held responsible for any unavailability or slowdown of the Services.

The Organization agrees not to expose the Platform to any risk of piracy or attempt to breach the vulnerability of the Platform and its security system. Accordingly, the Organization shall implement all appropriate measures to prevent the aforementioned risks or any other risk that may affect the Platform and its host.

The Provider undertakes to implement regular controls to provide reasonable assurance that the Organization can access and use the Platform under the conditions determined herein.

2.3 Support

Depending on the Offer subscribed by the Organization, a support service is offered on the Platform at the following address: https://www.atolia.com. The said service is intended to provide assistance in the use of the Platform and to correct any Bugs.

For the purposes of this Agreement:

- a "Bug" is defined as any error in the design, or implementation, or programming of the Platform that prevents the normal use of all or part of the Platform and/or causes an incorrect result or action when the Platform is used in accordance with the instructions.

Any malfunction of the Platform that is directly or indirectly due to an external cause, in particular an error in use by the Organization and/or any third party or a disaster, is expressly excluded from the support service.

The Organization may, however, in case of loss or corruption of data, request the assistance of the Provider to recover all or part of the said data. The Provider will analyze the feasibility of data recovery and will then proceed with an additional billing established by mutual agreement.

Article 3 - Offers

3.1 Content of the Offers

Several offers are available to the Organization in the form of monthly subscriptions (the "Offer(s)") as listed under the following link: https://atolia.com/fr/tarifs.

Depending on the Offer chosen, the following may be taken into account:

• the number of applications that can be integrated;
• the access to collaborative functionalities;
• the level of assistance;
• access to advanced management features of the Organization;
• or access to usage statistics.

The Organization's choice of an Offering is its sole and entire responsibility. However, the Organization has the possibility, at any time, including during the course of the contract, to modify its subscription. It is nevertheless specified that the Organization does not have the possibility to retract its commitment to subscribe to an Offer, no refund of the sums paid by the latter will be made by the Provider.

If the Organization subscribes to a Free Trial Offer, the Organization agrees to comply with all the provisions of this Agreement, it being specified that the Provider shall be free to terminate or modify the terms of the Offer at any time. The Free Trial Offers do not create any obligation for the Provider who only grants the Services free of charge, under the conditions that he is free to determine, to the Organization and this for a defined period of time. The Service Provider is free at any time to cancel the Free Offer or to impose any particular condition to its access. In the event of abnormal use or use that would be likely to undermine the security of the Platform, the Provider may restrict or close the Organization's access to the Platform.

3.2 Duration of the subscription

The Organization's subscription to an Offer is for a period of one month or one year, renewable by tacit agreement for the same period without limitation.

In the event that the Organization no longer wishes to see its commitment tacitly renewed, it must follow the procedure provided for this purpose in its profile available on the Platform, it being specified that this termination will only take effect at the end of the initial term.

Once the subscription to a Paid Service has been terminated, all of the Organization's data may be destroyed without prior notice by the Provider, after a recovery period of 60 days. Consequently, the Organization must provide a backup of this data before proceeding to the deletion of its member account.

3.3 Subscription changes

The Organization may modify its Offer at any time if it wishes to increase the number of users or switch to a higher Offer than the one initially subscribed.

The Organization has the option to reduce the number of users or to switch to a lower Offer than the one initially subscribed to on each monthly (for a monthly subscription) or annual (for an annual subscription) anniversary of the initial Offer subscription.

The reduction in the number of users or the change to an Offer lower than the Offer initially subscribed to is only effective insofar as the Organization's use of the Platform does not prevent it. For example, the reduction from 70 to 40 users is only possible if the Organization will actually use a maximum of 40 user accesses on the day of the reduction.

It is specified that any reduction in the number of users or the change to a lower Offer than the one initially subscribed to implies a loss of functionality. The Provider declines all responsibility for the direct or indirect consequences of this loss of functionality.

Article 4 - Data ownership

The Organization remains the owner of all the data it communicates when using the Platform.

The Organization expressly authorizes the Provider to host the said data on the server freely chosen by the latter and to use them in particular for the needs of the operation of the Platform but also to exploit them for statistical purposes.

The Provider shall ensure that the server chosen for said hosting will use appropriate means to ensure the integrity of the establishment and preservation of the data, as well as the protection and confidentiality of the collection, storage and processing of the Organization's data.

If the data transmitted by the Organization includes personal data, the Organization guarantees to the Provider that it has complied with all of its obligations under the terms of Law No. 78-17 of January 6, 1978. In this respect, the Organization guarantees the Provider against any recourse, complaint or claim related to the hosting or use of said data.

Article 5 - License and Intellectual Property

The Provider grants the Organization a personal, non-exclusive, non-assignable and non-transferable right to use the Services for the duration of the Agreement.

This Agreement does not confer any ownership rights to the Services. The temporary provision of the Services shall not be construed as the assignment of any intellectual property rights to the Organization.

The Organization agrees to use the Platform only for its own purposes. This license is granted for the sole and exclusive purpose of allowing the Organization to use the Services to the exclusion of any other purpose in accordance with their intended purpose.

The Organization may not make the Services available to a third party and is strictly forbidden from any other use, in particular any adaptation, modification, translation, arrangement, distribution, decompilation, without this list being exhaustive.

The Organization is also prohibited from reproducing any element of the Platform or any documentation concerning it, by any means, in any form and on any medium whatsoever.

Article 6 - Additional services

6.1 Interoperability

The Provider does not guarantee the compatibility and interoperability of the Platform with other software of the Organization. The compatibility and interoperability of the Platform require additional IT development to be carried out by the Provider. This development may be carried out at the request of the Organization and will then be invoiced by the Provider under the conditions that the Parties will determine.

6.2 Additional services

Additional services may be provided by the Provider at the request of the Organization. These services shall be provided by mutual agreement and invoiced by the Provider under the conditions to be determined by the Parties.

Article 7 - Liability

7.1 Use of the Platform

The Provider's role is limited to providing the Platform to the Organization.

The Organization is responsible for ensuring that its use of the Platform complies with the legal and regulatory provisions as well as with the general terms and conditions of use of the Platform set forth herein. The Provider does not give any guarantee to the Organization that the use of the Platform, which it makes or plans to make, complies with the legal and regulatory provisions.

The Organization is responsible to the Provider for the use of the Platform by the Administrators, Members, Guests or any third party.

7.2 Data and content

The Provider does not control the use of the Platform by the Organization and the various data and information entered by the latter and by any third party including the Guests. The Provider shall not be held responsible for such content.

The Organization is thus solely responsible for the content, conditions and consequences of the broadcast or non-broadcast of content via the Platform. It shall therefore ensure that the legal and regulatory conditions are respected and shall be responsible for all disputes.

The Organization undertakes not to enter any content that is likely to offend public order or morality, to provoke protests from third parties, or to contravene the legal provisions in force.

Consequently, it is expressly agreed that in the event that the Provider is challenged, in any capacity whatsoever, in any country whatsoever, by a third party on the basis of industrial and/or intellectual property rights relating to an element directly or indirectly (for example, by the Speakers) provided by the Organization, by an Administrator, by a Member, by a Guest or by any third party, the Organization undertakes to fully indemnify the Service Provider against the direct and/or indirect economic and financial consequences (including the costs of proceedings and defense) that would result from these claims.

The Organization shall ensure that the data is sent to the Platform and shall not blame the Provider on any basis whatsoever for the non-receipt or loss of the transmitted data. The Organization shall therefore ensure that it keeps a backup of the data transmitted.

The Organization may, moreover, during the performance of the Contract, extract the data entered and generated by the Platform, under the conditions specified in the user guide. The Organization shall consequently acquire, at its own expense, the tools and skills necessary to use this data.

7.3 Analyses and statistics

The analyses and statistics provided by the Platform, according to the Offer subscribed by the Organization, are only indicative. The Service Provider does not commit to their accuracy. Consequently, the Organization is solely responsible for the consequences of the use of these analyses and statistics. The Organization shall not hold the Provider liable on any grounds whatsoever, in particular for any financial or commercial consequences directly or indirectly related to these analyses and statistics.

7.4 General provisions

In any event, the Provider shall not be liable under any circumstances for any indirect or unforeseeable loss or damage to the Organization or third parties, including, without limitation, any lost profits, inaccuracy or corruption of files or data, commercial loss, loss of sales or profits, loss of customers or loss of opportunity related in any way and on any basis whatsoever to this Agreement.

The Provider shall not be liable for any delay or failure to perform this Agreement due to force majeure as defined by the case law of the French courts.

In the event that the Provider is found liable, it is expressly agreed that its liability shall be limited by mutual agreement to the amount of fees actually paid by the Organization under this Agreement.

Article 8 - Fees

The Organization is liable for a monthly or annual flat fee depending on the Offer subscribed to, the amount of which is set according to the price list at the following address: https://www.atolia.com/fr/tarifs

VAT may be due by the Organization to the Service Provider according to the applicable European Community provisions. Consequently, the Organization undertakes to provide accurate and real information on its legal and fiscal situation upon request by the Provider.

For a monthly subscription, the monthly fee will be paid on the anniversary date of the conclusion of this Agreement by direct debit; by exception, the monthly price of the first month of subscription must be paid in full on the day the order is placed, according to the following methods:

• By credit card: Visa, MasterCard, American Express;
• By bank transfer.

For an annual subscription, the annual subscription price must be paid in full on the day the order is placed, according to the above-mentioned methods.

The payment data is exchanged in an encrypted manner.

Payments made by the Organization will be considered final only after effective collection of the amounts due by the Provider. Access to the services associated with the subscribed Offer will then be opened once the sums have been duly collected.

Without prejudice to any damages, failure by the Organization to pay a single due date will automatically result in the application of late payment interest equal to three times the legal interest rate, without prior notice and from the first day of delay, plus additional bank and administration fees. The Organization and the users will also cease to have access to the Platform's services.

An invoice will be issued by the Provider and given to the Organization as soon as the payment is made.

Article 9 - Termination

In the event of a breach by either Party of its contractual obligations, the Agreement may be terminated by operation of law by the other Party fifteen (15) days after a formal notice has been sent by registered letter with acknowledgement of receipt and has remained without effect. The formal notice shall indicate the default or defaults observed.

Once the Contract is terminated, the Organization will cease to access the Platform Services and the data transmitted on the Platform will be destroyed by the Provider.

Article 10 - Non-competition

The Organization shall not, for the duration of the Agreement and for a period of one year after the termination of the Agreement for any reason whatsoever, develop or cause to be developed a platform likely to compete with that of the Provider, in any form or manner whatsoever, including by acquiring an interest in a company engaged in an activity similar to that of the Provider.

The Organization shall not develop or market or cause to be developed or marketed by any third party any platform, application or software that may compete directly or indirectly with the Platform, which is the subject of the Agreement, for the entire term of the Agreement, including for one year following the termination, for any reason whatsoever, of the Agreement.

Article 11 - Communication

The Organization authorizes the Provider to communicate on any medium and by any means the existence of the Organization's referencing under this Agreement with the Provider. To this end, the Provider may use the Organization's logo on its website or on any other communication medium.

Article 12 - Applicable law - Agreement of proof

This contract is governed by French law.

The computer systems and files shall be deemed authentic in the relationship between the Parties.

Thus, the Provider may validly produce in any proceedings, for the purpose of proof, the data, files, programs, recordings or other elements, received, issued or stored by means of computer systems operated by the latter, on any digital or analog media, and rely on them unless there is an obvious error.

Article 13 - Disputes

Any dispute arising from the interpretation, execution, non-execution, or consequences of this contract shall be submitted, in the event that the dispute is brought before the civil courts, to the jurisdiction of the Tribunal de Grande Instance de Strasbourg.