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ARGO Terms and Conditions

ARGO, a simplified joint stock company with a capital of 37,312.70 euros, whose registered office is located at 1 place Francis Ponge 34000 Montpellier (France), registered with the Trade Register of Montpellier, France, under the number 804 465 276, (hereinafter “ARGO“) has developed and operates a 2D and 3D augmented reality image recognition and reading solution as described in more detail below.

The Client, as identified in any quotation, purchase order, commercial proposal or other document, possibly completed with appendix(s), (hereinafter the “Special Conditions”), wishes to be able to use one or more ARGO products and benefit from certain associated services.

Client and ARGO are hereinafter individually referred to as a “Party” and together as the “Parties”.

The purpose of these general conditions of service (hereinafter the “General Conditions”) is to define the terms and conditions under which ARGO makes available to the Client and the End User (the “Client”, the “End User”, “You”, “Your”) the ARGO products chosen by the Client and provides the associated services, in return for the price, on a non-exclusive basis. These General Terms and Conditions, the Special Terms and Conditions and the General Terms and Conditions of Use of the products form a single, indivisible whole. Except where expressly provided for in these General Terms and Conditions, the Special Terms and Conditions may not derogate from the provisions of the General Terms and Conditions.

Prior to any use of the Products and related services, the Client is invited to read and accept these General Terms and Conditions of Services for ARGO products. At any time, You may access these General Terms and Conditions on the Application (via the “Menu” or “Help” pages contained in the Application), and store them on Your mobile or tablet.

1. DEFINITIONS

Anomaly” means any substantial and reproducible non-compliance of the Platform with the documentation.

ARGO Manager” means the campaign manager proposed by ARGO.

ARGO Editor” refers to the ARGO Augmented Reality Editor.

ARGO API” means the programming interface edited by ARGO to automatically feed the Platform from the Client’s Content Management System (CMS). The use of the ARGO API allows, in particular, the creation/destruction/updating of Markers. The Client’s right to use the ARGO API depends on the Package subscribed to by the Client.

Client Application” means the mobile application developed by the Client (or one of its partners under the Client’s responsibility) into which the ARGO SDK is intended to be integrated, in the event that the Client has chosen the “SDK Services”.

“White Label Application” means the white label mobile application, integrating the ARGO Technology or the ARGOplay Services, developed by ARGO for the Client, if the Client has chosen the “White Label Services”.

Marker” refers to any physical medium (printed page, book cover, small poster, brochure, etc.) and its associated content that triggers an Interaction when said medium is recognized by the Application. The maximum number of Markers that may be created by the Client – which depends on the Package subscribed to by the Client – is specified in the Special Terms and Conditions.

Special Conditions” means a contractual document specifying the specific operating rules of the Product or Service covered by the contract (for example, a signed quote or order form). In case of disagreement, the Special Conditions prevail over the General Conditions.

Contract” means, in descending order of priority (i) these General Terms and Conditions of Services, (ii) the Special Terms and Conditions and their possible appendices, and (iii) if applicable, the General Terms and Conditions of Use of the Products. In the event of any contradiction between these documents, the provisions of the higher-ranking document shall prevail.

Client Data” means all information and/or content (i) transmitted by the Client to ARGO for the performance of the Agreement and/or the provision of the Services and/or (ii) created, transmitted, stored, generated by the Client via the ARGO Service and the Application, regardless of the medium, regardless of the form. It is understood that Client Data includes personal data and is Client’s Confidential Information.

Package” means the level of services subscribed to by the Client for the use of the Platform. The Package subscribed to by the Client is specified in the Special Conditions.

Interaction” means a digital, static or dynamic object that is displayed on the screen of the End User’s terminal. The Interaction can be for example a button, an image, a video, a 3D model, an animation, the opening of a web page, the display of social network feeds, etc…

ARGO Platform” means the interface (website) developed by ARGO and made available to the Client, which, associated with the Application, allows the Client to perform operations related to the creation of Markers, the choice of Interactions, and the consultation of statistics on the use of the Application. Access and use of the Platform by the Client may be done manually or via the ARGO API. The ARGO Platform also allows Client access to the ARGOflow or ARGOplay Services when the Client has subscribed to the offer relating to these Products.

White Label Services” refers to (i) the development services of a white label application, integrating all or part of the ARGO Technology and (ii) the associated technical support services. The White Label Services include the provision to the Client of a right to use the White Label Application.

SDK Services” means (i) the provision of the ARGO SDK to the Client and (ii) the related technical support services. The SDK Services include the provision to the Client of a right to use the ARGO SDK.

Product(s)” means individually or together the following products offered to the Client by ARGO: ARGOplay, ARGOflow, the ARGO Services, ARGO, ARGO® and Enhanced CV.

Augmented Reality” means the technology that allows a virtual image to be displayed by superimposing it on a physical object using a mobile or tablet.

ARGO SDK” refers to the software programs and tools used to integrate the ARGO Technology into the Client Application.

ARGOplay” refers to the Augmented Reality Application made available to Client and End Users under a specific license that includes our ARGO Manager campaign manager, our Augmented Reality Editor ARGO Editor, as well as the ARGOplay mobile application, to broadcast your creations, available free of charge on the “App Store” or the “Google Play Store”, for all operating systems of version 5.0 Lollipop for Android and version iOS9 for iOS. The ARGOplay Application can also be used as a white label or integrated into a third party application thanks to an SDK according to the Client’s choice.

Scans” means the identification by the Application of a marker activated by the Client. The maximum number of Scans that can be managed by the Client – which depends on the Package subscribed to by the Client – is specified in the Special Terms and Conditions.

Services” means all services and benefits provided by ARGO to the Client under the Agreement.

ARGO Services” means the inseparable and indivisible whole consisting of (i) the White Label Services or the SDK Services (depending on the Client’s choice) and (ii) the right to access and use the Platform. The ARGO Service excludes any Additional Services.

Enhanced Resume Service” means the service made available to the Client and the End Users free of charge to enrich and distribute their resumes, as well as to monitor their consultation in real time and measure its impact.

Additional Services” means any service or benefits not included in the ARGO Service and provided by ARGO under the Agreement. Examples of Complementary Services may include the development of APIs or connections to third party systems, graphic design or 2D or 3D animations.

ARGO Technology” refers to the 2D and 3D Augmented Reality image recognition and playback solution and associated programs and interfaces. ARGO Technology includes the ARGO SDK, the White Label Application, the ARGO API and the go.ARGO2b.com Platform.

End User” means any natural person who downloads the Application for the purpose of benefiting from the associated services offered by Client.

Authorised User” means an employee of Client who has the right to access and use the Platform under the terms of the Agreement. The number of Authorized Users – which depends on the Package subscribed to by the Client – is specified in the Special Terms and Conditions.

ARGOflow” or “ARGOflow Services” refers to the platform made available to the Client and End Users under an ARGO license and allowing PDF documents to be transformed into HTML links that can be consulted in a web browser.

2. EFFECTIVE DATE AND DURATION

2.1. Free 14-day ARGOflow Trial

Before contracting ARGOflow services with ARGO, all Users have the right to benefit for fourteen (14) calendar days from all ARGOflow services offered on the platform accessible at argoflow.io. To take advantage of this free trial, the User must go to the following address: https://argoflow.io/#/freetrial.

A registration form will ask him/her to indicate his/her last name (mandatory), first name (mandatory), email address (mandatory), position (optional), the scope of use of the ARGOflow service (optional), the name of his/her company (mandatory), telephone number (optional) and to accept these General Terms of Services. At any time during this period, the User may subscribe to the Services by clicking on the “Subscribe Now” icon displayed in the argoflow.io interface.

2.1.1 Other Services

Unless otherwise expressly stipulated in the Special Terms and Conditions, the Agreement shall take effect on the date of signature by the Parties of the related Special Terms and Conditions (“Effective Date”).The initial term of the Agreement, of a minimum of twelve (12) months from the availability of the Product in the awnings, is indicated in the Special Terms and Conditions for each Product subscribed to by the Client.  At the end of the initial period agreed in the Special Terms and Conditions and unless expressly stipulated otherwise, these General Terms and Conditions shall be tacitly renewed by successive periods of twelve (12) months unless terminated by either of the Parties at least three (3) months prior to the current expiry date.

3. DESCRIPTION OF SERVICES

3.1. Services

Subject to payment of the price by the Client, the ARGO Service provided under the Agreement is specified in the Special Terms and Conditions and in the General Terms and Conditions of Use of this Service. The ARGO Service is provided in accordance with the provisions of these Terms and Conditions.

3.1.1. White Label Services/SDK/ARGOplay Services

Provision of the White Label Application of the SDK or access to the ARGOplay application and associated right of use. Depending on the type of Services chosen by the Client, ARGO either provides the White Label Application or the SDK, or makes available the ARGOplay mobile application. As such, and subject to the Client’s compliance with its contractual obligations, ARGO grants the Client, during the term of the Agreement, on a non-exclusive and non-transferable basis, a non-exclusive and non-transferable right to use the White Label Application, the SDK or the ARGOplay application (as the case may be). Use of the SDK is strictly for the purpose of integrating the ARGO Technology into the Client Application (the development of which remains the sole responsibility of the Client).

ARGOplay Application. In the case of a license with provision of the ARGOplay Application, the creation of additional accesses shall be considered an Additional Service and shall be subject to additional billing as provided in the Special Terms and Conditions, or failing that, according to the rates in effect at the time of supply. In order to access and use the ARGOplay Application, the User must download and install the Application on a mobile device that meets the technical requirements of ARGOplay. The Application is provided without financial compensation, excluding mobile and/or internet subscription fees that You must pay to Your operator. Access and use does not require the creation of an account and allows the User to scan any enriched document that can be identified by the presence of a Pictogram.

The User will then be redirected to a digital service, such as Augmented Reality images. These Augmented Reality images offer a variety of actions that the User can select to access other digital services, including, but not limited to, accessing a particular URL link, opening a video, calling a phone number, sending an email to a specific email address, etc. The User will then be redirected to a digital service, such as Augmented Reality images.

Hosting.The White Label Application will be placed on the stores (App Store and/or Google Play) from the Client’s accounts, in order to allow its download by the End Users. Hosting and publishing on the stores of the Client Application is the sole responsibility of the Client.

The ARGOplay Generic Application is made available in the stores (App Store and/or Google Play) from ARGO’s account for download by End Users.

Implementation. As part of the SDK Services, it is the Client’s responsibility to integrate the ARGO Technology into the Client Application with the help of the SDK.

Technical support. White Label Services and SDK Services include an initial time credit for remote or face-to-face support by ARGO staff for (i) training Authorized Users who will be working on the Platform and/or (ii) support in the deployment of the ARGO Service. The said time credit is specified in the Special Conditions. The additional support time is to be considered as an Additional Service and is subject to additional billing according to the terms and conditions set forth in the Special Terms, or, failing that, according to the rates in effect at the time of provision. When the ARGOplay application is made available, the training of Authorized Users shall be considered an Additional Service and shall be billed additionally in accordance with the terms of the Special Terms and Conditions or, failing that, at the rates in effect at the time of supply.

Maintenance. The maintenance of the White Label Application and the SDK provided by ARGO during the term of the Agreement and included in the price of the Package includes the annual update of the SDK or the White Label Application (as the case may be). Any other services requested by the Client may be provided by ARGO as an Additional Service. In all cases, installation, technical support and maintenance of the Client Application are excluded from the scope of the Agreement and are the sole responsibility of the Client.

With respect to its ARGOplay Application, ARGO reserves the right to correct any errors in the Application, and to reproduce, adapt, modify and translate the Application, if these measures prove necessary for the proper use of the Application by the Client, in accordance with the terms and conditions herein and its intended purpose.

3.1.2. Right to access and Use the Platform.

License. Subject to the Client’s compliance with its contractual obligations, ARGO grants the Client, during the term of the Agreement, on a non-exclusive and non-transferable basis, a right to access and use the Platform, exclusively for its internal professional needs to enable it to carry out the operations related to the creation of its Markers, the choice of its Interactions, and the consultation of statistics on the use of the Application by End Users. Access to and use of the Platform are limited to the number of Authorized Users as authorized under the Package subscribed to by the Client.

Access. ARGO provides the Client with the Platform access credentials required by Authorized Users. The Client assumes responsibility for the access identifiers and their allocation. As such, the Client undertakes to keep the access identifiers confidential and thus not to disclose them, or allow them to be disclosed to a third party, in whole or in part. The Client shall be solely responsible for any activity carried out by its Authorized Users and/or use of its account. In any event, the Client undertakes to inform ARGO immediately of any unauthorized use of its account and/or any breach of confidentiality and/or security of its identifiers. If, through the Client’s fault, unauthorized use of the identifiers is made, the Client will be liable for any act resulting from the misuse of the Platform. ARGO shall in no event be liable for any loss or damage resulting from failure to comply with the Client’s obligations under this article.

API. Provided that the Client has subscribed to a Package giving it this right and provided that the Clientcomplies with the conditions set forth in this Agreement, ARGO grants the Client, during the subscription period of the said Package, on a non-exclusive and non-transferable basis, a right to use the ARGO API, exclusively for the Client’s internal needs in order to enable it to carry out, in an automatic manner, the operations related to the creation of Markers that are recognized by the Application and the associated Interactions.

Maintenance of the Platform. ARGO maintains the ARGO API and the ARGOplay and ARGOflow Platforms. This maintenance includes the handling of Anomalies and, where applicable, the provision of updates, modifications or improvements that ARGO generally makes available to its Clients at no additional cost.

Hosting. The Platform is hosted by ARGO or its subcontractors within the European Union and ARGO is committed to maintaining the hosting within the European Union.

3.3. Restrictions

The Client is prohibited from

(i) modifying, adapting, distorting, translating all or part of the Products supplied by ARGO under the Agreement,

(ii) integrating all or part of the Products into another computer program (with the sole exception of the Client Application, in the case of the SDK Services),

(iii) licensing or sub-licensing, selling, reselling, renting, lending,

(iii) assign or transfer all or part of the Products or Services or the rights granted, in any manner whatsoever, to a third party,

(iv) decompile, reverse engineer, disassemble, or otherwise determine or attempt to determine the source code of all or part of the Products (except for purposes of interoperability within the strict limits provided by applicable law),

(v) to allow a person other than an Authorized User to access the Platform relating to the ARGO Service subscribed to by the Client,

(vi) to use the Services for purposes other than those identified in the Agreement,

(vii) to make copies of all or part of the Products for any purpose whatsoever,

(viii) to disable or change the intellectual property notices and/or notices relating to the Products,

(ix) to create and/or allow anyone to create derivative or competitive products on the basis of all or part of the Products or any associated know-how,

(x) to develop software that could compete with the Products and/or Services in any country during the entire legal term of protection. These conditions are binding on the Client’s successors and assigns. The Clientfurther acknowledges and agrees that ARGO reserves the right to correct errors in the Products. All rights not expressly granted to the Client are reserved to ARGO.

4. SUPPLEMENTARY BENEFITS

If requested by the Client, the Service Provider may provide Additional Services to the Client in accordance with the specific terms and conditions set forth in the relevant Special Terms and Conditions.

5. CONDITIONS FOR THE PROVISION OF SERVICES AND ASSOCIATED LIMITATIONS

ARGO performs the Services in a professional manner and in accordance with the contractual stipulations. However, the Client acknowledges that the Products and associated Services are standard services provided “as is” and ARGO does not guarantee the continued operation of the Products and/or Services or that the Products and/or Services will be error-free and the Client acknowledges that there is contingency in this regard.

The Client acknowledges and accepts the characteristics and limitations of the Internet and telecommunications networks and ARGO is not responsible for their proper operation.

Furthermore, ARGO declines all responsibility in the event of misuse of the terminal and/or any incident related to the use of the End User’s terminal or the Client’s equipment and systems.

ARGO has put in place and undertakes to maintain technical and organizational measures to allow, within the limits of the Agreement and the state of the art, confidential treatment of data and to prevent any fraudulent access and use and to prevent and limit data loss. In any event, the Client undertakes to make the necessary data backups before any use within the scope of the Services. The Client also undertakes to have and maintain appropriate procedures to ensure the security of its information system, in particular to prevent, detect and destroy the appearance of viruses.

To the extent permitted by applicable law, ARGO makes no warranties other than those expressly set forth in the Agreement. To the extent permitted by applicable law, ARGO makes no warranties other than those expressly set forth in the Agreement.

6. OBLIGATIONS OF THE CLIENT

6.1. Collaboration and Assistance.

In order to enable ARGO to perform its obligations properly, the Client undertakes in particular to (i) provide ARGO with all the information and assistance necessary for the proper performance of the Services, and to carry out the tasks and obligations incumbent upon it, (ii) inform ARGO as soon as possible of any event likely to affect the performance of the Agreement, and (iii) assign competent and trained personnel to ARGO’s staff.

6.2. Payment of the price

The Client shall pay the price of the Products and associated Services in accordance with the provisions of the Agreement and in particular the Special Conditions relating to the Product.

6.3. Equipment

The Client shall be responsible for its own computer equipment, software and telecommunications systems, including high-speed Internet connections and other devices necessary for access to and use of the Services.

6.4. Markers, Interactions and other Client Data

The Client is solely responsible for its use of the Services and Products. The Markers, Interactions and other Client Data remain the property and responsibility of the Client. Thus, the Client is solely responsible for the choice of its Markers and Interactions, as well as for the management of the communication operations that it intends to make through the use of the Products. The Client warrants that it has all the necessary rights and authorizations with respect to the Markers, Interactions, Client Data and the Client Application and guarantees and holds ARGO harmless in this respect against any action by a third party against it based on ARGO’s use of any of these elements. Without limiting the Client’s proprietary rights in the Client Data, the Client acknowledges and agrees that ARGO shall have the right to use data capture, syndication, analysis tools and other similar tools to extract, compile, synthesize and analyze any de-identified data and information resulting from the use of the Products (the “Statistical Data”). The Statistical Data may be used by ARGO for research and improvement of the ARGO Products and/or Services, provided that the Statistical Data is used only in aggregate form.

6.5. Use of the Application by End Users

Client assumes sole responsibility to End Users for their use of the Application and as such, warrants and indemnifies ARGO against any action by a User against ARGO. The Client undertakes to provide terms and conditions for use of the Application that contain, as a minimum, provisions concerning the ownership of ARGO Products and restrictions on use of the Application at least as strict as those set forth herein.

6.6. Mention of ARGO

In the case of the Client Application and unless otherwise provided in the Special Terms, the Client agrees and undertakes to display the following statement on the main pages of the said Application: “Powered by ARGO”.

7. FINANCIAL CONDITIONS

7.1. General

The prices set pursuant to the Agreement are in Euros (or other currency depending on the specific terms and conditions) exclusive of value added tax (VAT) or any similar tax or any other tax that may be applicable under the Agreement. Any VAT or similar tax that may be payable pursuant to the Agreement shall be borne by the Client. The costs and expenses incurred by ARGO to provide the Services (including in particular travel and accommodation expenses, reproduction and dispatch of documents, etc.) are not included in the Prices and will therefore be subject to a separate reimbursement by the Client subject to supporting documents.

7.2. Price of the ARGO Service

The applicable prices and terms of revision are specified in the relevant Special Terms and Conditions.

7.3. Additional Service(s)

Any service not included in the Services subscribed to and performed by ARGO is subject to additional invoicing according to the terms and conditions set forth in the Special Conditions, or failing that, according to the rates in effect at the time of supply.

7.4. Invoicing and payment.

Unless expressly stipulated otherwise in the Special Conditions, the Services are invoiced annually upon validation/signature of the contract. Invoices are issued in euros (or other currency according to the Special Terms and Conditions) by transfer or direct debit at the Client’s discretion and are due thirty (30) days after the invoice date. No discount will be granted in case of early payment. Any disagreement related to invoicing must be notified by registered letter with acknowledgement of receipt within thirty (30) days of the invoice date. Failing this, the Client shall be deemed to have accepted the invoice. Any late payment shall trigger the application of (i) a late payment penalty equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 points and (ii) a flat-rate recovery indemnity equal to forty euros (€40) per invoice not paid by the due date. If the recovery costs incurred exceed the amount of this fixed indemnity, ARGO may request additional compensation upon justification. Without prejudice to the foregoing or any other action, ARGO may suspend access to all or part of the Services until full payment of its invoices.

8. PROPERTY

8.1. Ownership

The Products (in the form of executable code and source code and associated documentation) and each of their components, as well as any inventions or works created during the performance of the Agreement and the intellectual property rights relating thereto, are and remain the exclusive property of ARGO and/or its licensors. All rights not expressly granted to the Client under the Agreement are reserved by ARGO and/or its licensors. The Client may not remove, modify or alter any proprietary notices within the Product components. Thus, no intellectual property rights to the Products and/or the Services relating thereto are assigned to the Client. Consequently, any reproduction, representation, modification, publication, adaptation of all or part of the elements of the Products such as, in particular, trademarks, logos, domain names and other distinctive signs belonging to ARGO, regardless of the means or process used, is prohibited, except with ARGO’s prior written authorization.

Any unauthorized use of all or part of the Products and/or Services will be considered as constituting an infringement and will be prosecuted in accordance with legal provisions.

8.2. Client trademarks and logos

As part of the provision of the White Label Services, the Client grants ARGO the right to use, reproduce, represent, adapt, the Client’s names, trademarks and logos for the sole purpose of customizing the White Label Application in the Client’s colors.

8.3. Defense and indemnification of the Client

In the event that a third party to the Agreement brings an action against the Client on account of the Client’s use of the Product subscribed to with ARGO on the grounds that it infringes an intellectual or industrial property right, ARGO undertakes to defend the Clientand, where applicable, to pay the amount of any sentences pronounced against the Client by virtue of a court decision that has become final, provided that : (i) ARGO has been notified without delay by registered letter with acknowledgement of receipt of such an action, (ii) the Client allows ARGO to assume sole control of the defense (including the choice of counsel and litigation strategy) against such claim and any resulting settlement negotiations, (iii) the Client provides ARGO with the assistance, information and authority necessary for ARGO to perform its obligations under this Article. In the event that the Product may, in ARGO’s opinion, constitute an infringement of third party rights, ARGO may, at its discretion and at its own expense, (a) obtain the right for the Client to continue to use it or (b) replace or modify it so that it no longer constitutes such an infringement. ARGO shall not be liable to Client if the infringement is based on the fact that Client : (i) does not follow ARGO’s recommendations, (ii) makes improper or unauthorized use of the Product, (iii) uses the Product in combination with any other product (hardware or software) not supplied by ARGO, provided that the infringement of third party rights results from such combination and not from the Product alone. In such cases, the Client undertakes to reimburse ARGO for all attorney’s fees and other litigation costs incurred by ARGO, releasing it from any liability and from the payment of any sums that may be due.

This section contains ARGO’s sole and exclusive liability and Client’s sole and exclusive remedy for any third party claim.

8.6. Audit

At any time during the term of the Agreement and subject to reasonable notice, ARGO may carry out or have carried out, at its own expense, audits to ensure compliance with the terms of the Agreement and in particular compliance with ARGO’s intellectual property rights, in particular with respect to the Product subscribed to. The Client undertakes to collaborate in good faith with the auditor and in particular to provide it with all documents and information that the auditor deems necessary or useful for the performance of the audit or to give it access to any element of its information system.

9. CONFIDENTIALITY

It is agreed between the Parties that written or oral information obtained from the other Party in the course of the negotiation and execution of the Contract is confidential information. In particular, the ARGO Technology, information relating to the Services, know-how, commercial, industrial or organizational strategy, prospects, financial data of either of the Parties, as well as any information contained in documents marked “confidential” or whose confidential nature has been indicated in writing at the time of their communication or which is by its nature confidential (hereinafter referred to together as “Confidential Information”) are considered to be confidential. However, the following shall not be considered Confidential Information: (i) information developed independently by one of the Parties, (ii) information which was in the public domain or which falls into the public domain through no fault of the recipient.

Each Party undertakes and shall take the same precautions for its personnel, suppliers, or subcontractors to preserve the confidential nature of the Confidential Information obtained from the issuing Party under the Agreement and not to reveal it or make it available to third parties, and to take the same precautions to keep the Confidential Information secret as it normally observes for its own Confidential Information.

In particular, each Party undertakes (i) to use the Confidential Information only for the performance of the Agreement, (ii) to disclose the Confidential Information only to those members of its team who are subject to an obligation of confidentiality and need to use such information for the performance of the Agreement, (iii) not to disclose Confidential Information to third parties, except with the prior written consent of the Issuing Party, or as ordered by a court or any regulatory authority, or if such disclosure was necessary to enable enforcement or to prove the existence of rights hereunder.Each Party may communicate, under the strictest confidentiality, the Agreement and related documents to its insurance broker, its statutory auditors, its parent company, tax and social security authorities in the event of an audit.

Each Party undertakes to comply with the obligations resulting from the present article for the entire duration of the present agreement and for five (5) months following its expiry.

Upon termination of the Agreement, each Party shall either return to the other Party all documents containing Confidential Information, or ensure the destruction of all Confidential Information in its possession.

10. PERSONAL DATA – COOKIES

10.1. Quality of the Parties.

The Company attaches great importance to respect for privacy and takes all necessary technical and organizational measures to ensure the confidentiality and security of the personal data of Clients and Users. The Parties agree that ARGO acts as Data Controller for processing relating to Clients, and that the Client acts as Data Controller for processing relating to Users. In the latter case, ARGO acts as a Subcontractor and only on the instructions of the Client in accordance with the data processing agreement concluded between ARGO and the Client. The Parties therefore undertake to carry out the processing of personal data made necessary in the context of the performance of the Agreement in accordance with the provisions of the French Data Protection Act No. 78-17 of 6 January 1978 in its consolidated version (“LIL”) and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (the “Regulation”).

In this respect, the Client declares that it has ensured, in particular, the adequacy and relevance of the processing that it intends to carry out through the use of the subscribed Product, and the provision of the Services and the Application to its End Users. The Client shall ensure that it complies with its obligations, in particular with regard to its employees, service providers and End Users, and shall ensure, throughout the duration of the Agreement, that it complies with its obligations and those of its subcontractors under the applicable regulations on the protection of personal data.

10.2. Processing.

ARGO, in its capacity as subcontractor, is authorized to collect and host on behalf of the Client the personal data of End Users and Authorized Users necessary to provide the ARGO Product and related services to the Client. According to the offer subscribed to by the Client, the Client is invited to read and accept the Privacy and Cookie Policy relating to the conditions under which ARGO processes personal data in connection with the use of the following Products by the Client and the End Users :

  • ARGOplay accessible here
  • ARGO available here
  • ARGOflow available here
  • Augmented CV available here

10.3. Commitments of ARGO.

ARGO undertakes (i) to process the data solely for the purposes of the performance of the Agreement and only on the instructions of the Client as set out in the Special Terms and Conditions for the purposes determined by the Client (ii) to ensure that the persons authorized to process personal data undertake to respect confidentiality or are subject to an appropriate legal obligation of confidentiality (iii) to take any measures required under Article 32 of the Regulations (iv) to assist the Client in fulfilling its obligations under the regulations on personal data (v) take all technical and organizational measures to ensure the security of the data processed (vi) make available to the controller all information necessary to demonstrate compliance with the obligations provided for in this article. If ARGO considers that an instruction constitutes a violation of data protection regulations, it will immediately inform the Client so that the latter can remedy the situation.

10.4. Further processing of personal data

ARGO may use another subcontractor to perform specific processing activities (such as hosting the Platform or another ARGO technology partner) and may, subject to the signing of Standard Contractual Clauses agreed between ARGO and the subcontractors involved or the implementation of any other appropriate mechanism to ensure an adequate level of protection, transfer certain Client Data to ARGO’s partners located in the United States. ARGO undertakes to inform the Client in advance and in writing of any planned changes concerning the addition or replacement of its subcontractors so that the Client may, if necessary, make its comments known within fifteen (15) days of receipt of the information. In the absence of Client’s agreement on subsequent subcontractors, Client shall have the right to terminate the Agreement by giving one (1) month’s notice.

10.5 End Users’ right to information

It is the Client’s responsibility to provide information to the End Users concerned by the processing operations at the time of collection of their data by giving them access to its own Privacy Policy and informing them of the confidentiality measures in place.

10.6 Exercise of End Users’ rights

The Client must comply with requests to exercise the rights of the End Users. To the extent possible, and at the Client’s request, ARGO will reasonably assist the Client in fulfilling its obligation. ARGO reserves the right to charge for such assistance based on the Client’s requests.

10.7. Notification of Personal Data Violations

ARGO undertakes to notify by any means, to the contact identified by the Client, any violation of personal data as soon as possible after becoming aware of it.

10.8. Assistance

At the Client’s request, ARGO will assist the Client in carrying out impact analyses relating to data protection. This assistance will be considered as an Additional Service.

10.9. Security Measures

ARGO is committed to ensuring the security and confidentiality of Client Data in a manner appropriate to the sensitivity of the data in order to prevent unauthorized use.

10.10. Your Rights – Your Complaints

The Client always remains the owner of the Data it transmits to ARGO. He has the right to access, rectify, delete and oppose personal data concerning the natural persons who make up the Client, as well as the right to limit processing, the right to data portability, the right not to be subject to an automated individual decision (including profiling) and the right to oppose the communication of his data to third parties for just reasons.The Client will be able to exercise his rights and, more generally, to ask any question concerning the processing of personal data by ARGO by writing to the following e-mail address: [email protected] or to the following postal address:

ARGO 1 place Francis Ponge

34000 Montpellier

The Client also has the possibility of lodging any complaint that it deems necessary relating to the processing of its Personal Data with a competent control authority such as the Commission Nationale de l’Informatique et des Libertés (CNIL).

10.11. Cookies

Cookies are text files that can be saved in a terminal when consulting an online service with a browser software. A cookie file makes it possible to recognize the terminal concerned each time this terminal accesses digital content containing cookies from the same sender. The Client may deactivate the use of cookies by modifying his preferences in his Internet browser. In this case, certain features of the Site/Application may no longer function.

The connection of the Client and the End User to the Applications involves the installation of cookies to record your connection information and preferences. The maximum retention period of a cookie is 13 months.

10.12. Newsletter

By ticking the box provided for this purpose and entering his e-mail address, the Client agrees to receive a newsletter from ARGO containing information relating to his activity and to receive commercial offers from ARGO for services similar to the Products subscribed to by the Client. The Client may, at any time, unsubscribe from the newsletter by clicking on the link provided for this purpose, present in each of the newsletters.

11. TERMINATION

11.1. Termination for default

Each of the Parties may terminate the Agreement by operation of law, by registered letter with return receipt requested, in the event of a sufficiently serious breach by the other Party of its contractual obligations after thirty (30) days’ notice and to the extent that such breach has not been remedied during the notice period. Notwithstanding the foregoing, each of the Parties may immediately terminate the Agreement by registered letter with acknowledgement of receipt in the event of infringement of its intellectual or industrial property rights or in the event of breach of confidentiality by the other Party.

11.2. Termination on legal grounds

With or without notice, ARGO may modify or terminate all or part of the Services or restrict their use by the Client in the event that a court decision, administrative act or any other legislative or regulatory provision imposes it on ARGO. In this case, such termination shall not give rise to any compensation from the Client.

11.3 Consequences of termination of the Agreement

Upon termination of the Agreement, regardless of the cause, (i) all rights of use granted under the Agreement will cease, and (ii) the Client must immediately cease all use of the ARGO Products. In particular, the Client shall no longer have access to and may no longer use the Platform (and the ARGO API) – except within a limited period of one (1) month for the sole purpose of enabling it to recover the Client Data – and shall, if applicable, uninstall the SDK from the Client Application. In the case of the White Label Application, this Application will be removed from the Blinds and will no longer be accessible to End Users.  All of the Client Data that he will have placed online and stored on the Platform may remain accessible on the Platform for a maximum of one (1) month from the end of the Agreement. Beyond this period, this information will be destroyed from the Platform.

12. RESPONSIBILITY

The provisions of this Article apportion the risk between the Parties. The Parties recognize that the agreed prices reflect the allocation of risk and the resulting limitation of liability.

Each of the Parties is liable to the other for the performance of the obligations incumbent upon it under the Agreement and consequently undertakes to compensate the foreseeable loss suffered by the other Party and resulting directly from any non-performance, partial performance or poor performance of its obligations.

It is expressly agreed between the Parties that ARGO may under no circumstances be held liable by the Client for any indirect damage such as: commercial prejudice, loss of orders, any commercial disturbance, loss of profits, damage to brand image, loss of data. Under no circumstances shall ARGO be liable for the cost of acquiring substitute products or services.

ARGO shall also not be liable in any way for problems resulting from (i) failure by the Client or any third party to comply with contractual provisions and in particular from the non-conforming or unauthorized use of the Products and/or Services, (iii) hardware, software and other equipment not supplied by ARGO, and (iv) errors by the Client in the use of the Services.

In the event ARGO’s liability is established, ARGO’s total liability is expressly limited, unless otherwise provided by law, to the total sums, exclusive of taxes, invoiced to the Client by ARGO under the Package during the twelve (12) months preceding the claim giving rise to ARGO’s liability.

13. SUBCONTRACTING

Subject to the provisions of Article 10.6. of the General Terms and Conditions, ARGO may freely resort to subcontracting without the prior agreement of the Client, but remains liable to the Clientfor the performance of the Services under the conditions provided for in the Agreement.

14. ASSIGNMENT – TRANSFER OF THE CONTRACT

Under no circumstances may the Agreement be assigned or transferred, in whole or in part, by either of the Parties, whether in return for payment or free of charge, without the prior agreement of the other Party. Notwithstanding the foregoing, ARGO may assign this Agreement to an affiliate or as part of a merger, spin-off, reorganization or sale of a substantial portion of ARGO’s assets or shares to another entity. In such a case, ARGO (or its successor) undertakes to notify the Client in writing.

15. GENERAL PROVISIONS

15.1. Personnel

ARGO is solely responsible for the management and supervision of its employees, who remain under the exclusive subordination and responsibility of ARGO. The Agreement is exclusive of any notion of making personnel available for temporary work. ARGO is solely responsible for the working conditions of its staff, their remuneration and the payment of all contributions and charges relating to their employment, including remuneration for any overtime worked by its staff.

15.2. Non-solicitation

Unless it has received prior written authorization from ARGO, the Client must not, directly or indirectly, make an offer of employment to any of ARGO’s staff members, or solicit them in any way whatsoever. Such an undertaking shall remain in effect for the duration of the Agreement, plus a period of two (2) years from the date of expiration of the Agreement. In the event of failure to comply with this provision, Client agrees to pay the other party an indemnity equal to the gross salary received by the employee during the twenty-four (24) months prior to his or her departure.

15.3. Force majeure

Neither Party may be held liable if the performance of all or part of the Agreement is delayed or prevented due to a case of force majeure, such as labor disputes, intervention by civil or military authorities, legislative and regulatory changes, natural disasters, fire, water damage, malfunctioning or interruption of the telecommunications or electricity networks. During the case of force majeure, the performance of the obligations affected by the said case of force majeure is suspended. In the event that the said case of force majeure lasts more than one (1) month, either of the Parties may immediately terminate this Agreement by registered letter with acknowledgement of receipt, without any compensation being due to the other Party.

15.4. Advertising

The Client grants ARGO the right to mention the Client in its list of clients and to use the Client’s name and logo in ARGO’s marketing operations (presentations, website, brochures and other marketing materials).

15.5. Independence of the Parties.

Each Party agrees not to make any commitment in the name and/or on behalf of the other. Each Party remains solely responsible for its actions, allegations, commitments, services, products and personnel.

15.6 Interpretation

The headings being inserted only for convenience, in case of difficulty of interpretation between any of the headings appearing at the beginning of the clauses and the content of any of the clauses, the headings will be declared non-existent.

15.7. Entire Agreement

The Agreement expresses the entirety of the Parties’ obligations with respect to its subject matter. No general or specific condition appearing in the documents sent, exchanged or delivered by the Parties (other than the contractual documents referred to in the definition of “Agreement” in these General Terms and Conditions) may be incorporated into the Agreement.

15.8. Amendment

Except as expressly provided otherwise in the Agreement, any amendment to the Agreement may only be made by way of a written amendment duly signed by the authorized representatives of each of the Parties.

15.9. Partial nullity

If any of the provisions of the Agreement are found to be invalid under any applicable legal rule or final court decision, they shall be deemed to be unwritten, without invalidating the Agreement or affecting the validity of its other provisions.

15.10. No waiver

The fact that either of the Parties does not claim the application of any clause of the Agreement or acquiesces to its non-performance, whether permanently or temporarily, shall not be interpreted as a waiver by that Party of its rights under the said clause

15.11. Notices

With the exception of exchanges between the Parties in the day-to-day performance of the Agreement, which may be formalized by any means of communication (email / letter / minutes of meeting / etc.), notifications shall be made by registered letter with acknowledgement of receipt.

16. APPLICABLE LAW AND COMPETENT COURT

The Agreement shall be governed by and construed in accordance with French law. For any dispute arising between the Parties concerning the interpretation or performance of the Agreement, in the absence of an amicable agreement between the Parties within one (1) month from the notification of the dispute by the most diligent Party, the courts of MONTPELLIER (France) shall have jurisdiction, notwithstanding plurality of defendants or third party proceedings, even for conservatory proceedings, summary proceedings or by petition.