General Terms And Conditions Of Services

 

GENERAL TERMS AND CONDITIONS OF SERVICES

Version in effect on 28 June 2017

 

ARTICLE 1 -  DEFINITIONS

The following terms, whether used in the singular or plural herein shall always have the following definition:

(i) Business Hours: means the hours between 9:00 a.m. and 6:00 p.m., French time, from Monday to Friday excluding legal holidays in France;
 
(ii) CINTOO 3D: means CINTOO 3D, a joint-stock company, with capital of 41,799.90 Euros, registered with the Trade and Companies Register of ANTIBES under number 794 581 223, whose registered office is located at 2000, Route des Lucioles, Les Algorithmes Bâtiment ARISTOTE A – 06410 BIOT, represented by its current President, Mr. Leonardo HIDD FONTELES;
 
(iii) Client: means the natural person or legal person (acting by its legal representative or, by delegation, a person able to engage the legal entity) who accepts the Order Confirmation;
 
(iiii) Client Account: means the account created by the Client on the Website, in accordance with the account creation procedure described in the GTU, and from which the Client can order a Plan and access the Services, in accordance with the terms and conditions below;
 
(v) Client Environment: means all of the hardware and software with which the Services provided by the Solution may interact (Client websites, operating system, database, management system database, etc.);
 
(vi) Contract: means the present General Terms and Conditions of Services (hereinafter referred to as the "GTCS"), the Order Confirmation and the General Terms of Use and amendments to these various documents, said latter forming an indivisible whole, the acceptance of the Order Confirmation constitutes acceptance of these GTCS;
 
(vii) Credit: means the valor unit determined by CINTOO 3D depending on the Plan subscribed by the Client which the latter must purchase when the maximum allowed treatment or storage level of its Plan is exceeded but it does not want to subscribe another Plan and wants to continue to use the Services. Credits can be used by the Client for an unlimited period of time, as long as its Client’s Account is active;
 
(viii) Data:
- Client’s Data: means all types of End Users’ information, data and content, collected and treated in the scope of use of the Services delivered by CINTOO 3D, and hosted by the Client or CINTOO 3D as the case may be;
- Personal Data: means all types of information, data and content, collected and treated in the scope of use of the Services delivered by CINTOO 3D, and hosted by the Client or CINTOO 3D as the case may be, which, as defined in the Data Protection Act of 6 January 1978 (as amended by the Decree of 4 November 1991 and by the Act of 6 August 2004 implementing Directive 95/46/EC) making it possible to directly or indirectly, designate or identify an individual;
 
(ix) Documentation: means all the written documentation accompanying the Solution, in particular instruction manuals, advices and recommendations of use of the Solution provided to the Client by CINTOO 3D on the Website, exclusive owner thereof;
 
(x) Freemium Plan: means the Plan which allows the Client to test the Services provided by the Solution for the period stated in the Order Confirmation;
 
(xi) General Terms of Use: means all rules and conditions of use of the Website and the Services by the Client (hereinafter the “GTU”), and with whom the present GTCS form a whole;
 
(xii) Module: means the modules which are incorporated in the Solution, whose features are described on the Website, developed and published by CINTOO 3D, exclusive owner thereof, and licensed to the Client based on the Services actually subscribed to in the Order Confirmation;
 
(xiii) Order: means any request whatever its form, its nature or medium placed by the Client with CINTOO 3D and specifying the nature and quantity of the Services;
 
(xiiii) Order Confirmation: means any written document, whatever its form, containing tariff terms, commercial and specific conditions applicable to the Client, sent by e-mail to the Client and which describes the Plan and the Services actually subscribed by the Client. Except as expressly provided otherwise, the provisions included in the Order Confirmation, prevail over the present General Terms and Conditions in case of conflict;
 
(xv) Parties: means the undersigned Parties (the Client and CINTOO 3D) whose legal identification is specified in the Business Proposal, or as indicated in the footnote of these GTCS for CINTOO 3D;
 
(xvi) Plan: means all subscription offers to Services proposed by CINTOO 3D to the Client, as described on the Website, which allows the Client to use the Solution thanks to the License described in Article 6 hereinafter, for the duration and under the terms and conditions as stated in these GTCS and the Order Confirmation;
 
(xvii) Services: means all services provided to the Client by CINTOO 3D, in the context of the use of the Solution and/or in connection with the completion of an Additional Service;
 
(xviii) Solution: means the computer programs and software solution described on the Website or namely the Module, the Website and the relative Documentation, whose use is actually granted by CINTOO 3D to the Client in the scope of its subscription to the Services, as specified in the Order Confirmation.
 
(xix) Third Party: means all legal persons (natural or legal entity) other than the Parties hereto;
 
(xx) Website: means the website operated by the company CINTOO 3D available at the following URL www.cintoo3d.com.

 

ARTICLE 2 -  SCOPE OF APPLICATION
 

The present GTCS shall apply to all license concessions in SaaS mode and Additional Services, marketed by CINTOO 3D and proposed to the Client on the Website. In fact, the provisions contained herein shall apply, based on the Plan actually subscribed by the Client, to any element of the Contract (GTCS, Order Confirmation, GTU, quotes and associated actions) with regard to the aforementioned objects, entered into between CINTOO 3D and its Clients in France or abroad. The present GTCS supersede any conditions of purchase or any other document issued by the Client, unless formally and expressly waived by CINTOO 3D. Accordingly, any contrary terms and conditions provided by the Client shall not be enforceable against CINTOO 3D regardless of the time at which it may have been brought to its knowledge, unless expressly accepted by CINTOO 3D as evidenced in the Business Proposal. The present GTCS constitutes an essential element of acceptance for CINTOO 3D to enter into the Contract.

The act of placing an Order implies full and unreserved acceptance by the Client of the hereof GTCS.

 

ARTICLE 3 -  EFFECTIVE DATE - DURATION
 

This Contract shall take effect on the actual date of online subscription by the Client, materialized by the acceptance of the Order Confirmation, for the expected duration of the Plan ordered as specified in the Order Confirmation.

 

ARTICLE 4 -  FORMATION OF THE CONTRACT
 

Acceptance of the Order Confirmation by the Client (hereinafter the "Acceptance") is a firm and final order with CINTOO 3D. The benefit of the Order is personal to the Client and may not be assigned without the prior written consent of CINTOO 3D. Any request for changes or resolution of the Order requested by the Client can only be taken into account with the express consent of CINTOO 3D and if it is received by the latter in writing at the address or at the e-mail address presented on the Website.

 

ARTICLE 5 -  ORDER
 
5.1. Services description

The Services that may constitute Plan are detailed on the Website.
Any change and/or evolution of the Services ordered shall be evidenced by email.
 

5.2. Subscription
 

Any subscription of a Plan made to CINTOO 3D is valid as Acceptance and implies, on the part of the Client, a definitive commitment to pay the price and unconditional acceptance of all the present GTCS.
Said subscription is also subject to the full completion of the information form, as well as payment of the price as provided in Article 12 hereof.
However, Orders only become firm and final until they have been confirmed by CINTOO 3D through the online application process described in Articles 5.3 herein.

The subscription of Services on the Website involves, firstly, that the Client select the Plan it is interested in and whose description and associated rates are available on the Website. If the Client only wants to test the Services provides by the Solution, it may chose the Freemium Plan. Once its choice is made, the Client must then proceed to create a Client Account, if it has not done so already. To this end, CINTOO 3D invites the Client to consult the detailed description of how to create a Client Account provided in the GTU.

When the Client chooses the Plan on the Website, it guarantees CINTOO 3D the accuracy and reliability of all information it submits to CINTOO 3D when placing its Order and creating a Client Account.

 

5.3. Order Confirmation
 

Once the Client has selected the Plan, an Order Confirmation appears. Said Order Confirmation contains a summary of the Services selected by the Client and invites said latter to proceed with payment, unless it chose the Freemium Plan. Following payment of the Plan or subscription of a Freemium Plan by the Client, CINTOO 3D automatically sends to the Client an Order Confirmation by e-mail which validates its payment or subscription. Thus sales are finalized after sending the Order Confirmation to the Client which materialized the express acceptance of CINTOO 3D of the Client’s subscription to a Service.

Upon acceptance, the Client undertakes to pay the amounts corresponding to the Services subscribed in accordance with the Order, these GTC and the Order Confirmation.
 

5.4. Withdrawal period (for natural person only)
 

Only if the Client is a natural person, it acknowledges and accepts that no withdrawal period can be applied and waives expressly its right of withdrawal once it accepts the Order Confirmation corresponding to the Plan it ordered on the Website. Indeed, in compliance with Article L. 121-21-8 1° of the French Consumer Code, the right of withdrawal may not be exercised while the service is being delivered before the end of the withdrawal period.

 

ARTICLE 6 -  LICENSING SCHEMES OF THE SOLUTION
 

The articles below present the special rules governing the license granted to the Client. It is being made clear that the more general provisions of these GTCS are also applicable to said licensing, of which they are a necessary complement.

In the context of use of the Solution, the Client shall comply with the procedure and with all of the rules of use set out by CINTOO 3D in the Documentation provided after agreement. Furthermore, in addition to that which is stated herein, the Client shall undertake to ensure it has access and the right to use the information, Data, infrastructure and other intangible assets necessary for the performance of the Services provided by the Solution, as agreed below and in the Order Confirmation.
 

6.1. Client’s License
 

CINTOO 3D grants the Client, who agrees, for the period specified in Article 6.1.2, a non-exclusive, non-transferable right to use the CINTOO 3D Solution, expressly limited by the Parties to acts necessary for use of the CINTOO 3D Solution, to enable delivery of the Services provided by the CINTOO 3D Solution to the Client within the limit of the Services actually subscribed to in the Order Confirmation (hereinafter the “License”).

The Client shall expressly refrain from any other act of use or exploitation, and in particular:

- Attempting or download the Solution onto its servers;
- Practising reverse engineer, decompiling or disassembling the Solution;
- Any reproduction, translation, adaptation, arrangement, testing or analysis of the Solution;
- Any reproduction and marketing addressed to persons or Third party entities.
- Prepare derivative works from, modify, copy or use the Solution in any manner except as expressly permitted in these GTCS;
- Attempt to circumvent, disable or defeat the limitations on the Client’s use of the Solution;
- Transfer, sell, rent, lease, distribute, sublicense, loan or otherwise transfer the Solution in whole or in part to any Third Party;
- Use the Solution for providing time-sharing services, any software-as-a-service offering, service bureau services or as part of an application services provider or as a service offering;
- Alter or remove any proprietary notices in the Solution; and
- Make available to any Third Party any analysis of the results of operation of the Solution, including benchmarking results, without the prior written consent of CINTOO 3D.
 

In the event that the Client intends to use the Solution for purposes other than those provided for hereunder, said latter shall notify in writing, which, at its sole discretion, may refuse or authorise such use under the terms and conditions to be stipulatedby it.
 

6.1.1. Duration - Territories
 

The present License is granted for the use of Services to the Client in all territories worldwide.
It is limited by the Parties to the same duration as stated in the Order Confirmation. It may be extended between the Parties under the terms and conditions set out in Article 3 hereof.

 

ARTICLE 7 -  DATA
 
7.1. Guaranty and confidentiality
7.1.1. Guaranty

In the relationship between CINTOO 3D and the Client, the latter ensures and warrants that it has obtained all necessary and appropriate consents and rights required under applicable law for the uploading, processing, use and transfer of the Data in the framework of its use of the Services. As such, the Client is solely responsible for the quality, legality and appropriateness of the content and Data it transmits to CINTOO 3D in connection with its use of the Solution.

Accordingly CINTOO 3D disclaims any liability for inaccuracies of Data collected and/or provided by the Client, or transmitted by its Environment and, where applicable, the non-compliance of Data and/or content with the law and regulations, public order or the Client’s needs.

7.1.2. Confidentiality

The Client’s Data will be treated as Confidential Information pursuant to Article 13 of these GTCS.

In addition to these confidentiality obligations, CINTOO 3D shall undertake not to alter, modify or disclose the Client’s Data to any person whatsoever. However, the Client acknowledges and warrants that it has obtained all necessary and appropriate consents and rights required under applicable law enabling CINTOO 3D to use such Data in connection with the performance of its Services but also beyond that, subject to ensuring compliance with the principles of confidentiality and of the mandatory rules governing the processing, conservation and use of Data. 
 

7.2. Personal Data
7.2.1. Processing and transfer

If the Data processed or transferred by CINTOO 3D for the performance of the Services, and stored on CINTOO 3D servers,contain Data of a personal nature, then CINTOO 3D must ensure compliance with all obligations under the terms of the Act of 6 January 1978 called "The Data protection Act".

In the case where the said Data are stored by CINTOO 3D on servers located in countries outside the territory of the European Union, a specific authorization for the transfer of data must be obtained from the CNIL. CINTOO 3D shall undertake to inform the Client of the location of the Data and more generally, to provide all information necessary and useful for making the declarations.
 

7.2.2. Use

CINTOO 3D acting as a service provider in connection with the uploading, processing and transfer of the Client’s Data, and Personal Data as the case may be, for the performance of the Services, the Client is solely responsible for the quality, legality, the relevance of the said Data, provided by it in the context of its use of the Services. In particular, the Client is solely responsible for the content and information it uploads, collects, disseminates and/or transfers through the Solution.

Nevertheless, CINTOO 3D shall undertake to ensure that the uploading, use and transfer of Personal Data and computer processing thereof are subject to prior notification to the Commission Nationale Informatique et Libertés (CNIL www.cnil.fr N° : XXXXX). It is possible to access it by writing to the CNIL, at 21 rue Saint Guillaume, 75340 Paris cedex 07, or by e-mail to decweb@cnil.fr.
 

7.3. Data security

To the extent that the Data are confidential, or, as the case may be, likely to constitute Personal Data, CINTOO 3D, acting only as a service provider, shall undertake to:

- process the Data in accordance with the present Contract, the Client's instructions, and applicable law;
- take, under an obligation of means, adequate technical, organizational and security measures against the unauthorizedaccess, alteration, disclosure, destruction and loss of the Data;
- take reasonable steps to ensure that CINTOO 3D's employees involved in the provision of Services hereunder are informed and properly trained in the technical, organizational and security measures;
- maintain the security and integrity of the Solution and the Data.

 

ARTICLE 8 -  SUPPORT - MAINTENANCE
 
5.1. Services provided
 

CINTOO 3D will provide the Client with a technical support allowing the resolution of the Solution anomalies thanks to the incidents escalation done by the Client and sent to CINTOO 3D, and a standard maintenance of the Solution for the duration of the Contract.

8.1.1. Technical Support

Technical support service apply to all the Services provided by CINTOO 3D relating to the Client’s use of the Solution.
The Client may contact CINTOO 3D within the Business Days and Hours by a dedicated function on its Client’s Account or, if the Client’s Account is unavailable, by the contact form on the Website.
 

8.1.2. Maintenance

Under adaptive maintenance, CINTOO 3D will make its best efforts in order to ensure the maintenance in working condition of the Solution by providing and installing updates to the Solution. The provision of such updates will occur according to the compliance needs or because of functional developments and the Client will be immediately informed.

Under corrective maintenance, the Client must report to CINTOO 3D any anomaly, bug or dysfunction it suffers by a dedicated function on its Client’s Account or, if the Client’s Account is unavailable, by the contact form on the Website. After examining it, CINTOO 3D will make its best efforts to correct it as soon as possible.
 

8.2. Means of intervention
 

The Client undertakes, in the framework of reporting anomalies, to describe all of the malfunctions observed in its incident escalation it sends to CINTOO 3D.

Following this communication, CINTOO 3D will open an incident ticket under the Client’s name and will make its best efforts to take charge and correct the malfunctions observed in the incident escalation as soon as possible. CINTOO 3D response and support time depends on which Plan the Client subscribed, according to the description of the Plans available on the Website.

The incident ticket is closed by CINTOO 3D when the Service is restored. Each ticket has a number, the moment the ticket was created, the moment it was closed and the total duration of the incident.
 

8.3. Exclusions – Limitation of liability
 

Any other service not included in this Section shall in no case be due by CINTOO 3D under maintenance including:

- Recovery of files that were accidentally destroyed, not attributable to the gross negligence or wilful misconduct of CINTOO 3D;
- Development of new features or applications;
- Additions or modifications to existing programmes, not required by a change in the regulations;
- Training of the Client's staff, or that of its service providers;
- Software maintenance other than the Solution that works with it as part of a chain;
- Maintenance of the Solution if it has been changed or altered by persons or entities other than CINTOO 3D;
- Maintenance of accessories and supplies related to the Solution;
- Correction of anomalies, failures, etc. arising from the Client Environment, and in particular, third-party software owned by or otherwise licensed to the Client;
- Modifications to the Solution for use in an environment different than those provided for in the Contract.
 

Moreover, the following cases cannot result in any liability:

- Unavailability of a network or the services of third-party operators that prevent calls from reaching the Client's infrastructure or a third-party web host;
- Unavailability of the internet service by which an information system or computer server supporting all or part of the interactive service is interconnected with the CINTOO 3D infrastructure;
- Unavailability due to planned maintenance of the CINTOO 3D infrastructure;
- Volume of telephone and Internet traffic exceeding the capabilities of the Client's or CINTOO 3D's infrastructure;
- Case of force majeure.

 

ARTICLE 9 -  GENERAL OBLIGATIONS OF THE CLIENT
 

In addition to that which is stipulated elsewhere, the Client shall also undertake in good faith to:

(i) comply with the terms of the Plan subscribed,
(ii) provide CINTOO 3D with the Data elements necessary for the performance of its Services;
(iii) strictly enforce the instructions provided by CINTOO 3D and comply with all of the provisions hereof,
(iiii) maintain public order and good morals,
(v) comply with the applicable legislation in all countries where the Client uses the Solution;
(vi) pay the price of the Services provided by CINTOO 3D;
(vii) perform all procedures and take all possible measures to safeguard the Data in order to avoid loss thereof, in particular during intervention by CINTOO 3D.

 

ARTICLE 10 -  INSURANCE
 

The Parties confirm that they have taken out sufficient professional liability insurance coverage from companies known to be solvent for the performance of this Contract and damages that may occur during performance of the Contract by its staff or employees. Each of the Parties agrees to maintain and renew these insurance policies in a timely manner, to provide proof of insurance at the other Party’s first request and to pay the premiums regularly.

 

ARTICLE 11 -  LIABILITY
 
11.1. General information
 

The liability of CINTOO 3D with respect to the Client will only be sought out in the event of proven breach of contract committed during or in connection with performance of the Services it is responsible for hereunder.

CINTOO 3D shall not be liable for any indirect, financial loss or operating losses suffered by the Client or its clients on this basis. Consequently, the Client shall waive claims against CINTOO 3D and against its insurers beyond these limits, both in kind and for the amounts, and shall undertake to have its own insurers waive claims beyond the same limits.

If, however, the liability of CINTOO 3D is retained before the court, the Client can only claim other compensation and damages or payment of any kind, all causes considered, up to the amount of payments made by it in respect of the contested Services during the twelve (12) months prior to the incident causing the damage.

Unless otherwise provided herein, the Client cannot make a claim against CINTOO 3D after a period of two (2) months following discovery of the event (or events) having exposed the possible liability.

 

11.2. Limitations
 

In any event, CINTOO 3D cannot be held liable for the content of the Data collected by the Client via the Solution.

The Client is solely liable vis-à-vis Third Parties for the Data it uploads, provides, transfers and shares via the Solution in the scope of use of the Services. As such, the Client is solely liable in particular for:

- Compliance with public order and the good moral character of its uploading, provision, transfer and sharing of Data via the Solution;
- Compliance of such uploading, provision, transfer and sharing with the legislation, and in particular ensuring that it does not infringe on other people's rights.

CINTOO 3D shall undertake to comply with the provisional schedule defined in the Order Confirmation. However, in case of non-compliance by CINTOO 3D with this schedule, the responsibility of the latter may not be retained in the event of failure by the Client to its contractual obligations resulting from the performance of the present Contract, and in particular, if:

- The Client does not pay all or part of the amounts referred to in the Business Proposal and/or all quotes issued by CINTOO 3D at the time of the use of the Services, and owed by the Client to CINTOO 3D;
- The Client does not provide necessary Data for the delivery of the Services and through which CINTOO 3D can deliver the Services to the Client;
- The Client provides the said Data, but that said latter prove to be unusable by CINTOO 3D, because they are incomplete and/or incorrect and/or illegal.

In general, the Client acknowledges that CINTOO 3D shall in no event be liable for any refusal on its part to deliver the Services for ethical reasons, including for failure of the Client to comply with public order, moral order, Third Party rights, and the law. In this case, CINTOO 3D shall reimburse the Client the amounts already paid, corresponding to the Services denied.

 

ARTICLE 12 -  FINANCIAL TERMS
 
12.1. Prices
12.1.1. Plans

The price of each Plan is defined on the Website and the one of the Plan subscribed by the Client is determined in the Order Confirmation based on the Services actually included in this Plan.

Thirty (30) days before the end of the duration Plan, CINTOO 3D will send to the Client two (2) successive Notifications by email warning it of the approaching end of its Plan and containing a link to its Client’s Account for renewing its Plan.  

When the maximum allowed treatment or storage level of its Plan is exceeded but the Client does not want to subscribe another Plan, it must purchase Credits if it wants to continue to use the Services.
 

12.1.2. Credits

The price of a Credit is defined on the Website based on the Plan actually subscribed by the Client.
 

12.2. Terms and conditions of payment

The terms and conditions of payment are established, based on the Plan actually subscribed by the Client, in the Order Confirmation sent to the Client by CINTOO 3D.
In any event, unless otherwise specified at the Order Confirmation, invoices issued by CINTOO 3D shall be payable by the Client following a period of THIRTY (30) days from the date of issue.
 

12.3. Late Payment

Pursuant to Article L. 441-6 of the French Commercial Code, any late payment will accrue without notice and with immediate effect, a flat-rate collection charge as determined by decree, and interest for late payment at a rate equal to THREE (3) times the legal interest rate per day of delay.

Notwithstanding the interest calculated according to the above conditions, any default of or delay in payment of any invoice within THIRTY (30) days of its due date, shall result in the suspension of all Client licenses and denial of access to the Services delivered by the Solution, after notice sent by registered letter with acknowledgement of receipt remains without effect.

Recovery of use of the Solution by the Client will only take place after full payment of the amount due by the Client.

Moreover, as a result of late payment not settled as provided in the above terms, CINTOO 3D shall have the right to terminate the present Contract or exercise any other legal remedy available in order to obtain compensation for any losses it has suffered.

 

ARTICLE 13 -  CONFIDENTIALITY - NON-DISCLOSURE

All information, know-how, data, and documents of any kind provided by one Party to the other for the purposes hereof, that was communicated by any means whatsoever, whether spoken, written or electronic is considered to be confidential, and includes, without limitation, any design, industrial strategy, marketing plan, minutes of meetings, memorandum, analysis, layout, design, prototype, sample, template, , improvement, development, methodology, trademark, software, software package, and know-how, whether such information is protected or not under intellectual and industrial property laws.

Information not specifically designated as confidential shall be treated as such when it can be reasonably concluded that they provide Third parties with a financial or competitive advantage, or where its disclosure may lead to financial loss for one or the other Party. Neither Party shall be liable for the illegal acts of Third parties or any other acts beyond its control that may lead to violations of the confidentiality obligation.

However, the obligation of confidentiality do not apply to information:

(i) that is known by either Party without an obligation of confidentiality, prior to their transmission by the other Party;
(ii) that is legitimately obtained from Third parties by either Party;
(iii) that is developed independently by one of the Parties;
(iiii) that is or becomes available to the public without breach of the commitments made by the Parties hereunder;
(v) that is disclosed in a reasonable manner to employees, suppliers or others for the purpose of executing the present Contract;
(vi) disclosed in a reasonable manner to professional advisers;
(vii) that must be disclosed by law or a competent authority.
 

The Parties shall have all external service provider companies, likely to work on the execution of their obligations, sign a non-disclosure agreement in order to ensure application of the present Article. Either Party may request a copy of these commitments from the other Party.

The Parties shall undertake to obtain non-disclosure agreements concerning the confidential information defined above, from staff members who have knowledge or could have knowledge of the information through the performance of their functions or by any other means.

The provisions of the present Article shall remain in force for FIVE (5) years following disclosure to them of the confidential information or early termination of the Contract.

 

ARTICLE 14 -  INTELLECTUAL PROPERTY
 
14.1. Ownership of existing elements

All of the tools, methods, works, software, algorithms, know-how, patentable inventions, patents, or other elements susceptible to intellectual mining which are the property of one or the other Party prior to the date of entry into force hereof or are developed or acquired independently of the performance of the latter that are used, even partially, in the context of the services covered herein, said shall remain the exclusive property of the Party who holds them; the other Party must acquire the appropriate agreements or licenses to benefit from their legitimate use.

As such, CINTOO 3D retains the exclusive ownership of all intellectual and industrial property rights associated with the Solution, namely:

- All intellectual property rights and know-how relative to the Solution;
- All intellectual property rights to the software and the developments making up the Solution, whether licensed or not hereunder.

The Client acknowledges and accepts that, unless otherwise expressed in this Contract, it does not acquire any rights to the intangible assets owned by CINTOO 3D.
 

14.2. Guarantee of peaceful use of the Solution
 

CINTOO 3D indemnifies the Client against any infringement action or any action to prohibit use of the Solution. As such, CINTOO 3D shall pay all damages which may be awarded against the Client by a court decision that has become final and hasdemonstrate an infringement of author right or patent attributable to the Solution as an exclusive basis. The above provisions are subject to the following express conditions:

- The Client has promptly notified the infringement action or declaration that preceded said action, and
- CINTOO 3D has been able to freely defend its own interests and those of the Client and, to this end, the Client has worked loyally in said defense by providing all the elements, information and support necessary for carrying out such a defense in a timely manner. In the event where the prohibition of use of all or part of the elements would be imposed as a result of an infringement action or due to a transaction entered into with the plaintiff in the infringement action, CINTOO 3D shall endeavor at its option and expense:
o to obtain the right for the Client to continue using the elements, or
o to replace the elements in order to avoid the said infringement.

 

ARTICLE 15 -  TERMINATION
 
15.1. Effective Termination date
 

Each Party may automatically terminate the present Agreement without further notice or judicial formality due to a breach of obligations burdening the other Party, if the offending Party does not remedy such breach within THIRTY (30) days of receipt of notice of such failure addressed by the other Party by registered letter with acknowledgement of receipt. This is without prejudice to any other right or remedy which the affected Party's breach vis-à-vis the other Party may incur, in particular to seek any damages it may be entitled to.
 

15.2. Effect of Termination
 

Upon termination, for whatever cause, all rights of use granted hereunder shall cease immediately. The Client’s Account shall be automatically put on standby once its Plan period expired while maintaining an access to its content, without any possibility to use other Services. After a period of six (6) months from the date of its subscription, the Client’s Account will be automatically closed and all its content deleted. Thus CINTOO 3D draws the Client’s attention to the importance of making copies of the Data it shares and stokes in its Client’s Account.

Any obligation to payment arising from Services performed or ongoing prior to termination shall be paid by the Client as soon as possible after such termination. In order to facilitate the accounting between the Parties a report on the state of the services performed will be established by CINTOO 3D and a copy sent to the Client if required.

 

ARTICLE 16 -  FORCE MAJEURE
 

In order to benefit from the provisions of the present Article, the Party seeking to invoke force majeure shall, under penalty of forfeiture of its rights, notify the other Party by registered letter with acknowledgement of receipt once it has knowledge of the occurrence of such an event and at the latest, within EIGHT (8) calendar days of the occurrence of such an event, justifying the external, unforeseeable and irresistible character of the event making it, in its opinion, unable to undertake or continue to perform its obligations and demonstrating the impact of said event on the breach of its obligations.

Execution of the obligations by the Party invoking force majeure shall be suspended for the duration thereof.

In all cases, the Party affected by an event of force majeure must do everything in its power to prevent, eliminate or reduce the causes of delay and resume performance of its obligations as soon as the event invoked shall have ended.

If the force majeure exceeds thirty (30) days from the date of notification referred to above, then the affected Party shall be entitled to automatically terminate the Contract without compensation and without further formality than dispatch of a registered letter with acknowledgement of receipt to the other Party.

 

ARTICLE 17 -  ASSIGNMENT - TRANSFERABILITY
 

The Parties shall refrain from assigning the Contract or any rights and/or obligations thereof to a third party in any way, for any reason and in any form whatsoever, without having informed the other Party prior thereto in writing and having received its express consent.

However, it is already agreed between the Parties that CINTOO 3D, subject to having informed the Client, may transfer its rights and obligations under this Contract, and in particular, to one of its subsidiaries or its parent company.

 

ARTICLE 18 -  NOTIFICATIONS

 

Except where provided for otherwise herein, it follows from an express agreement between the Parties that exchanges between them shall take place by any means, including by electronic messaging to the e-mail address mentioned in their correspondence, invoices and/or purchase orders, or any other document.

The Parties agree that printing an e-mail on paper shall be valid as proof of the content of exchanges.

The Parties shall implement all security measures to ensure the availability, integrity and confidentiality of e-mail files sent by Internet.

At the same time, they shall implement all appropriate measures such as firewalls and anti-virus software, which is updatedregularly and correctly, in order to protect themselves as effectively as possible against intrusion, attacks and the spread of viruses to ensure the availability, integrity and confidentiality of the e-mail files received.

The Parties shall also save all messages sent on the subject hereof in the most appropriate and safest way possible.

 

ARTICLE 19 -  ASSIGNMENT – TRANSFERABILITY
 

The Client shall refrain from assigning the Contract or any rights and/or obligations thereof to a Third party in any way, for any reason and in any form whatsoever, without having informed CINTOO 3D prior thereto in writing and having received its express consent.

However, it is already agreed between the Parties that CINTOO 3D may, subject to having informed the Client, transfer its rights and obligations under this Contract, in particular to one of its subsidiaries or its parent company.

 

ARTICLE 20 -  TOLERANCE
 

It is expressly agreed that any tolerance or renouncement by one of the Parties in the application of all or part of the commitments hereunder, regardless of the frequency and duration, cannot imply any changes hereto or create any rights whatsoever.

 

ARTICLE 21 -  ENTIRE AGREEMENT
 

The present provisions, including the provisions of the Order Confirmations, constitute the entire Contract of the Parties and supersede in all respects the agreements, letters of intent, previous letters and proposals between them, regardless of the form or the name or whether bearing on the same subject,.

 

ARTICLE 22 -  SEVERABILITY
 

If any of the provisions of the Contract are cancelled in whole or in part, the validity of the remaining provisions of the Contract shall remain unaffected. In this case, the Parties shall, to the extent possible, replace the cancelled provision by a valid provision corresponding to the spirit and purpose of the Contract.

 

ARTICLE 23 -  GUARANTOR
 

The Client shall undertake to ensure compliance with the present GTCS by its employee(s), collaborator(s), partner(s), subsidiary(ies) or mother company(ies), as well as Third Party contractors present.

 

ARTICLE 24 -  APPLICABLE LAW -CONTRACT LANGUAGE
 

The present Agreement is subject to French law, to the exclusion of any other legislation. The English version shall prevail in the event that the present Contract is drafted in multiple languages.

 

ARTICLE 25 -  DISPUTES
 

In order to find a solution to any dispute arising in the performance hereof, the Parties agree to meet within fifteen (15) days from the date of receipt of a letter sent with acknowledgement of receipt, notified by either Party, or a digitally signed e-mail.

If after a further period of fifteen days, the Parties are unable to agree on a compromise or solution, then the dispute shall be submitted to a mediator under the following conditions:

For all disputes or differences of interpretation relating to the execution or termination hereof, the Parties mutually agree to appoint a mediator.

In case of failure to appoint a mediator or failure of the mediation after one (1) month, the Parties shall resume their full freedom and the dispute will be subject to the ordinary courts.

In this case, the dispute shall be brought to the attention of the Commercial Court of Antibes.

 

ARTICLE 26 -  ELECTION OF DOMICILE
 

For execution hereof and their consequences, the Parties shall respectively elect domicile at their registered office stated in the Business Proposal. Any change of registered office or address of a Party shall be enforceable against the other Party EIGHT (8) days after having been duly notified by registered letter with acknowledgement of receipt or digitally signed e-mail.