Conditions Générales d'Utilisation du Compte

1. Foreword

These Terms and Conditions of Use (hereinafter "Terms and Conditions of Use") apply to the access and use of user accounts that Awen SAS (hereinafter "Awen") provides to its Customers (hereinafter the "Customer(s)") as part of the subscription agreement entered into between the Customers and Awen (hereinafter the "Subscription Agreement") which shall prevail in the event of any inconsistency.

They also apply to access and use of a demo account, the design partnership, as defined in Article 2 hereof.

These General Terms of Use define the obligations and responsibilities of each User of an Awen account (hereinafter the "Users") through which Awen provides its services (hereinafter the "Services") to its Customers. By using a user account for the first time, the User accepts the present General Terms of Use.

Awen reserves the right to modify the present General Terms of Use at any time by informing Users in advance in the event of substantial modification.

2. Description of Services and User Accounts

The Services enable Customers to use Awen's technologies for creative activities. In this context, Awen provides user accounts (hereinafter "User Accounts") for its Customers (hereinafter "Administrator Accounts") and their employees (hereinafter "Employee Accounts") on the basis of the subscription contract entered into with the Customers.

Administrator Accounts enable the employees in charge to manage their employees' accounts on Awen. The customer may, under his sole responsibility, offer dedicated access to an Administrator Account to third parties who are exclusively contractual partners of the customer and who are authorized to consult/use its content (private data, for example).

Employee Accounts allow the Customer's employees and other personnel to access and use Awen's technologies in the course of their business. Users of Employee Accounts have access to the Services under conditions defined between their employer (the Customer) and Awen in the Subscription Contract. Employee Accounts are configured by a User with an Administrator Account.

In addition, prior to entering into a Subscription Agreement, potential customers may benefit from a demonstration account (hereinafter a "Demo Account") for a limited period. At the end of the trial period, the potential customer must conclude a Subscription Contract in order to continue using the services.

The User acknowledges that the Services may be modified at any time at Awen's sole discretion.

3. Conditions of access to User Accounts

3.1 Legal conditions

In order to access and use the User Account, Users must be legally capable of agreeing to abide by these Terms of Use.

Users (as a partner or employee of an Awen Customer) will be authorized by an Awen Customer to access and use a User Account.

3.2 Technical conditions

User Accounts are accessible via the Internet.

Users :

- must have a broadband Internet connection and use the Services on Google Chrome (version 64.0.3282 and later versions) and with one of the following operating systems: Microsoft Windows (Windows 8 and later versions), Mac OS (10.10 and later versions), and Linux, which are technical prerequisites;

- must update their browsers and operating systems in order to make full use of the Services.

For the use of User Accounts, Awen recommends configurations or other technical prerequisites. Users are solely responsible for complying with these recommendations.

Furthermore, in order to ensure that his User Account is accessible, the User must provide a valid email address and contact an Administrator in writing in the event of a change or error in his email address.

All necessary costs for equipment and Internet connection are the sole responsibility of the Customer and/or User.

3.3 Safety conditions

To ensure the security of his User Account, the User must :

- use, from the first connection to his account, the confirmation e-mail which will be sent to the address provided (in accordance with Awen's confidentiality policy) and which must remain strictly confidential;

- never share your login e-mail with anyone else for any reason whatsoever, nor make your User Account available to any third party ;

The User is responsible for any loss of password.

The User acknowledges that Awen cannot be held responsible in the event of fraudulent access to the User's Account due to a defect or security breach resulting from negligence, error or omission on the part of Users or the Customer.

4. Obligations and liability

4.1 Awen's obligations and liability

Awen undertakes to carry out its obligations with all possible care as is customary in its profession according to an obligation of means.

Awen grants Users a non-exclusive, non-transferable license to use their User Accounts in accordance with these Terms of Use.

In this context, Awen will do its best to make the User Account accessible over the Internet via a secure SSL connection (https) and a dedicated url with permanent access 24/7.

However, the User's access to his account may be suspended in the event of:

- Service maintenance (as indicated in the service contract),

- suspension of the User's Account (see below),

- unavailability due to circumstances beyond Awen's control, including mainly cases of force majeure or failures or delays of Internet access providers or due to the Customer's computer equipment.

Wherever possible, Users will be informed of any interruptions. However, Users acknowledge that user accounts and the services to which they have access are provided as is, without warranty of any kind. Awe does not guarantee that user accounts will function without error or interruption.

As part of the continuous improvement of the Services and subject to prior notice to Customers, Awen may install updates or new versions of its application.

No temporary interruption of the Services will give rise to any compensation of the User by Awen.

Awen undertakes to secure access to and use of User Accounts in accordance with the aforementioned security measures. These security measures have been put in place in order to secure access to and use of the Services.

User Accounts and the data they contain are hosted by Awen on the CloudFlare server in the European Union.

The User acknowledges that his User Account may be deleted, in compliance with applicable legislation and/or the Subscription Contract, at the end of the employment contract between the User and the Customer or at the end of the Subscription Contract between Awen and the Customer, it being specified that the Customer will be responsible for informing his employees of the deletion of their User Account.

The User downloads the document and the data from his account before the end of the period of accessibility of his User Account as long as these contents are not kept indefinitely by Awen.

Awen undertakes to take the necessary measures to ensure the security and confidentiality of the information contained in the User's Account.

The User acknowledges that Awen can only be held responsible for direct and foreseeable damage caused exclusively by Awen.

Consequently, Awen will not be held responsible for indirect damage or damage caused by the User himself, the Customer, a third party or in the event of force majeure.

In particular, Awen cannot be held responsible for :

- the consequences of inaccurate and/or incomplete content being made available when the User Account is set up and/or used,

- in the event of difficulties or impossibilities in accessing the User Account due to the User's computer system or telecommunications equipment,

- accidental destruction of data relating to the User by the User, the Customer (his employer) or a third party having accessed the Services without Awen having played any role whatsoever.

4.2 Obligations and liability of the User

The User hereby declares that he :

- has the power and capacity to enter into this contract ;

- holds all rights and authorizations necessary to use the contents of his/her User Account;

- has backed up the data on one or more reliable media prior to any use before activating the User Account, and undertakes to make any periodic back-ups of his or her data when using his or her User Account.

The User undertakes to :

- comply with the laws and regulations in force and not infringe the rights of third parties or public order;

- comply with legal and regulatory provisions relating to the protection of personal data ;

- provide accurate and up-to-date information when setting up and using his User Account, it being understood that Awen cannot be held responsible in the event of errors or non-performance due to non-payment ;

- to use the Services, including his User Account, only in the context of his professional activity and not for illegal, prohibited or illicit purposes, or to harm third parties or Awen or under conditions that are not provided for in these General Conditions of Use and, more generally, not to disrupt the proper functioning of the Services ;

- not to gain unauthorized access to your user account or associated systems and networks ;

- not to make his or her User Account available to third parties or other users employed by the Customer;

- not to download or create content containing or likely to contain a virus or program likely to destroy the Services in whole or in part;

- not to use the User Account to promote its own services or the services of a third party ;

- not to use the Services to send or host content likely to disturb public order or offend public decency (violent, obscene, illegal, pornographic, defamatory, prejudicial, prejudicial or discriminatory, etc.). The Customer acknowledges that any content considered to contravene the laws or regulations in force may be submitted by Awen to the authorities responsible for ensuring compliance with the law and/or may be immediately removed by Awen.

The User is solely liable for immaterial and indirect damages and, in particular, for damages resulting from loss of profits, loss of opportunities, loss of operations or revenues.

In particular, the User is solely liable for damages resulting in whole or in part from

- misuse of the User Account (including negligence) ;

- intrusion or fraudulent use, or any use by a third party using the User Account identifier and password;

- computer and telecommunications equipment used in connection with the order to access the User Account.

The User is solely responsible for the relations he/she may have with third parties and guarantees Awen against any complaint, claim or action from a third party due to a breach of the present General Conditions of Use, irregular use or misuse of his/her User Account, or violation of a law, regulation or the rights of a third party, and undertakes to reimburse Awen the full amount that may be claimed from him/her.

Furthermore, the User acknowledges that Awen has no control over the transfer of his/her data via a public network that the User may use to access his/her User Account.

Consequently, Awen shall not be held liable for any misappropriation, damage, capture, loss or misuse of the User's data or for any event likely to affect the User which may occur during the transfer of data over public telecommunications networks by the User or the Customer (his employer).

5. Demo accounts & design partnerships

Before entering into a Subscription Contract, potential Customers may benefit from a Demo Account for a limited period of time (hereinafter the "Design Partnership"). The purpose of the Demo Account is to enable a potential Customer to discover all the functionalities of the Services. At the end of the Design Parntership, the potential Customer will only be able to continue using the Services if he/she has signed a Subscription Contract with Awen.

When using a Demo Account, the potential Customer acknowledges that :

- all data entered by the User in the Demo Account will be considered false;

- at the end of the trial period, he/she will no longer have access to the Demo Account. Consequently, all personalization, configuration, content, data and information entered in the Demo Account will be lost;

- this data will not be treated by Awen as personal data in accordance with European data protection law. Regulation 2016/679 of April 27, 2016 (GDPR) ;

The Potential Customer also acknowledges that the sole purpose of the Demo Account is to highlight the interface and functionalities of the Services accessible via User Accounts.

Consequently, the Potential Customer acknowledges that any result, data or information content on a Demo Account cannot be considered as real or exact.

6. Beta Test

When Awen makes available features or any other component of its Services in Beta versions, the following provisions apply:

- Awen may, at its sole discretion, offer the voluntary User the opportunity to test Beta versions free of charge ;

- the User accepts that beta versions may include known or unknown errors causing malfunctions, and that data synchronized by the User may be deleted and/or reset at any time and that, as the case may be, beta may damage the User's equipment. The User acknowledges that he/she will be solely responsible for the consequences and risks of any nature whatsoever related to the use of beta versions.

7. Intellectual property

7.1. Awen intellectual property

Awen is and remains the sole owner of all intellectual property rights relating to the Services accessible via User Accounts and declares that it has obtained all intellectual property rights necessary to operate them.

Consequently, all elements constituting the Services, in their structure, appearance or content (mainly databases, texts, graphic texts, animated or non-animated images, sounds, designs, graphics, logos, names, trademarks, descriptions, tabs, functionalities, signs, etc.) belong to Awen or are subject to an assignment of intellectual property rights to Awen or the granting of a license to Awen. They are protected against any unauthorized use by law or the Subscription Contract. Consequently, any use of these elements for purposes other than those authorized under these General Terms of Use is subject to the prior written consent of Awen.

The User undertakes to use the Services only in the context of his professional activity.

In this respect, the User acknowledges that he/she is not authorized to:

- modify, create derivative works from, disassemble, decompile, reverse engineer, reproduce, republish, download or copy all or part of the Services and associated documentation (including component files or similar data structures);

- access or use the Services to construct or provide, directly or indirectly, a competing service;

- license, sell, transfer, assign, distribute, outsource, permit the use of, or make available, the Services, for any amount to any third party, except as expressly authorized under an agreement with Awen.

Any use of the User Account and the Service contrary to these General Terms of Use is strictly prohibited.

7.2. Intellectual property of the User

The content of the User's Account belongs to the User.

The User remains the owner of the intellectual property rights to the content he/she provides when using his/her User Account. Content generated by the User belongs to the User. Legal responsibility for the use, commercial or otherwise, of content imported and/or generated by the User rests entirely with the User.

By using his User Account, the User authorizes Awen to use these contents exclusively within the framework of the Services and within the limits determined by the present General Conditions of Use and the Subscription Contract concluded with the Customer who has requested a license of use on behalf of the User.

8. Personal data

The parties acknowledge that:

- the Customer acts as data controller and has the right to process the User's data on the basis of the User's consent or any other legal basis as provided in the European Personal Data Regulation 2016/679 of 27 April 2016 (RGPD) ;

- Awen, in the context of these General Terms of Use and in order to perform its obligations under the Subscription Contract, acts as a subcontractor.

Consequently, Awen has the right to access and process User data in accordance with the Personal Data Agreement signed with the Customer as part of the Subscription Contract.

Awen undertakes to process the User's personal data solely within the framework of the Subscription Contract.

As a subcontractor, Awen is limited to assisting the Customer in fulfilling its own obligations.

Consequently, Awen undertakes not to respond to requests to exercise the right to data protection which may be addressed directly to Awen by a User. In this case, Awen will forward the request to the Customer as soon as possible and undertakes to use its best efforts to help the Customer respond to the User's request.

9. Suspension - Withdrawal

Awen reserves the right to suspend or delete the User's Account without prior formal notification and without the possibility for the User to claim compensation in the event of the User's failure to meet his obligations or in any other case in application of the Subscription Contract.

In the event of suspension, if the User or Customer remedies the reason for suspension, the User Account will be made accessible again within a reasonable time, it being understood that suspension of the User Account does not imply waiver of Awen's right to suspend or delete User Accounts.

10. Force Majeure

The parties shall not be liable for any loss, damage, delay, non-performance or partial performance resulting directly or indirectly from an event of force majeure, in accordance with the case law of the French Supreme Court (hereinafter a "force majeure").

Each party shall immediately inform the other, in writing, of the occurrence of a case of force majeure.

The obligations of the party affected by the Force Majeure event, and in particular the time required to perform its obligations, will be suspended without any liability of any kind being incurred. The parties will endeavor, insofar as possible, to reduce the effects of Force Majeure.

11. Contact

For any questions relating to these Terms of Use or to obtain a PDF version, the User may write to the following address: thibault@awen.ai

12. Service links

User Accounts may contain links to Websites and/or Resources provided by third parties which are provided for the User's information only.

Awen has no control over the content of these sites and therefore excludes all liability in this respect.

13. Relationship between the parties

Under no circumstances may the General Terms of Use be considered as constituting a partnership between the parties or any other situation leading to mutual or joint representation between them with regard to third parties.

In addition, the present Terms of Use do not create any relationship of subordination between the Parties, who retain their full autonomy in relation to each other.

14. Applicable law

These General Terms and Conditions of Use are governed by French law.

Any dispute relating to the validity, interpretation or execution of the present Terms of Use shall be submitted to the exclusive jurisdiction of the courts of Paris.