Genius Scan SDK Software License

Last updated: April 15, 2021

ARTICLE 1 – DEFINITIONS

1. “Agreement” means the present Terms and Conditions and the Software license obtained by the Client for Trial Access or Production.

2. “Application” means an identified software and/or an Android or iOS mobile application belonging to the Client and into which the Software is integrated and can function with a License Key.

3. “Client” means the legal entity which subscribes to the Agreement, being specified that the Client may be the company that integrates the Software into an Application, the Application’s Publisher, or a purchasing intermediary,

4. “Client Portal” means the Web page accessible from https://sdk.geniusscan.com through which the Client can obtain a License Key.

5. “Confidential Information” means, in particular and without limitation, (i) any document, technical, commercial, marketing, financial and advertising information, specifications regarding the Parties and the Software, the Documentation, products, services, data and know-how, information and/or data relating to the Parties, their organization, their operating and development methods, their structure, their projects, their partners or clients, and their relations with third parties regardless of their method of communication, (ii) the information concerning THE GRIZZLY LABS and the Client, (iii) and the terms and conditions of this Agreement, and (iv) any work and/or documents developed in relation with this Agreement.

6. “Documentation” means the official user or operator documentation for the Software and generally made available to the Client, as may be updated from time to time by THE GRIZZLY LABS. Such Documentation will identify the specific product features and functionality of the Software (and each component thereof).

7. “End User” means the user of the Client’s Application integrating the Software, i.e. the Client itself, its customers, its employees and/or its collaborators.

8. “Force majeure” means an event of an insuperable and unstoppable nature resulting from a fact beyond the control of the Parties, which consists of an event or series of events of a climatic, pandemic, bacteriological, military, political or diplomatic nature. As examples, Force majeure events include, but are not limited to, natural phenomena such as tornadoes, floods, hurricanes, earthquakes, volcanic eruptions, the spread of a virus that would be qualified by the relevant authorities as a stage 3 virus or any applicable equivalent, the use by a Government or a terrorist group of weapons of any kind that disrupt the continuity of commercial relationship, social movements of a national scale, the declaration of martial law or the decision by a Government, with or without the participation of its allies, to implement a maritime, air and/or land blockade.

9. “THE GRIZZLY LABS” means the company (“société par actions simplifiée”) incorporated under the Laws of France, registered under the Paris Trade and Companies Register under No. 528 961 113, with its head office located at 5 Villa Lantiez – 75017 Paris (France).

10. “Intellectual Property Rights” means all intellectual property rights, including patent rights, copyrights, moral rights, trademark rights, trade name rights, service mark rights, trade secret rights, proprietary rights, privacy rights, and publicity rights, whether or not those rights have been filed or registered under any statute or are protected or protectable under applicable law.

11. “License Key” means a string of characters encoding the expiration date of the Client’s Software license, as well as the identifier of the Application for which the Software is valid. The License Key can be either a Trial Access License Key or a Production License Key.

12. “Production” means the commercial and/or operational use of the Software by the Clients and/or the End Users upon the express condition the Client enter into a paid subscription to the Software license.

13. “Publisher” means the legal entity which owns the Application and controls its distribution to the End User.

14. “Software” means the software “Genius Scan SDK”, i.e. a software library allowing the addition of a document scanner to an Application.

15. “Trial Access” means the free access to the Software for the only and sole purpose of its evaluation, i.e. the development phase (technical integration) and its testing, at the express exception of any kind of Production.

ARTICLE 2 – GENERAL

2.1 Entry into Force

The Client shall be deemed to have accepted without reservation the entire Agreement, which comes into force as from the conclusion of the Agreement and/or the first use of the Software.

2.2 Scope

No general or specific stipulation contained in the documents sent or delivered by the Client, including its terms and conditions, may be incorporated herein. Unless otherwise agreed and unless the Client has expressly contested their content, the present Terms and Conditions shall also apply to all future business relations between the Client and THE GRIZZLY LABS, without THE GRIZZLY LABS having to refer to them again in each individual case.

2.3 Amendments

THE GRIZZLY LABS reserves the right to modify the present Terms and Conditions at any time subject to prior written notice to the Client. Should the Client refuse the proposed modification, it shall have the right to object within one (1) month and terminate the Contract under the duration and termination provisions of Article 12 hereinafter, and the applicable Terms and Conditions shall be the ones the Client subscribed to up until the Agreement’s termination. The effective date of these modifications will be brought to the Client's attention.

ARTICLE 3 – ACCESS TO THE SOFTWARE, SUBSCRIPTION AND TERM OF THE LICENSE

3.1 Free Trial Access to the Software without a License Key

The Client can, without a License Key, freely download the Software via the Client Portal and integrate it into its Application. The Client will be granted, only for a Trial Access, a worldwide non-exclusive license to use, copy and incorporate the Software, exclusively within its Application. In this framework the Software only works for one (1) minute and the Application shall be restarted in order to enable the use of the Software for another minute again. Under a free Trial Access to the Software without a License Key, THE GRIZZLY LABS can terminate the Agreement at any time, without notice nor liability.

3.2 Free Trial Access to the Software with a Trial License Key

In the framework of a Trial Access, in order to remove the aforementioned one-minute limit to enable a more in-depth testing of the Software, the Client can obtain a Trial License Key by:

a. Connecting to the Client Portal in order to review the Software overview and specifications;

b. Connecting to the Client Portal and create an account where the Client can fill the company details (notably the Client’s name and industry, his/her first and last name, job title, email address and password, the description of the Client’s Application, its name, identifier, and operating system (iOS and/or Android) and the identity of the Publisher, whether it is the editor of the Application encompassing the Software or if the editor is another company, etc.). THE GRIZZLY LABS cannot be held responsible for the inaccuracy of the information communicated by the Client;

c. Reading and expressly accepting the present Terms and Conditions;

d. The Trial License Key will then be generated on the Client Portal.

Under a free Trial Access to the Software with a Trial License Key, the Client will be granted a worldwide non-exclusive license to use, copy and incorporate the Software, exclusively within its Application and for a Trial Access.

The Client can benefit from a limited number of Trial License Keys (by default, up to three (3) Applications with three (3) identifiers each; the keys are valid for a period of one (1) month, and renewable three (3) times). If the Client wishes to obtain additional Trial License Keys, it can contact THE GRIZZLY LABS by email at mailto:sdk@geniusscan.com. THE GRIZZLY LABS can terminate the Agreement at any time, without notice nor liability.

3.3 Paid Subscription to the Software with a Production License Key

Should the Client want to deploy its Application in Production with the Software, the Client shall obtain a Production License Key by:

a. Connecting to the Client Portal in order to review the Software specifications, the subscription prices, the Application concerned, etc.;

b. Connecting to the Client Portal and create an account, where the Client can fill the company details (notably the Client’s name and industry, his/her first and last name, job title, email address and password, the description of the Client’s Application, its name, identifier and operating system (iOS and/or Android), and the identity of the Publisher whether it is the editor of the Application encompassing the Software or if the editor is another company, etc.). THE GRIZZLY LABS cannot be held responsible for the inaccuracy of the information communicated by the Client;

c. Indicating the number and duration, one or several years, of the Production License Keys it wishes to subscribe to;

d. Receiving from THE GRIZZLY LABS a pricing offer, which is systematically in the form of an annual or pluriannual subscription fee;

e. Reading and expressly accepting the present Terms and Conditions before proceeding with the subscription and the payment in advance of one or more annuities;

f. The Production License Key will then be generated on the Client Portal and shall be included by the Client in its Application.

As of the date of the subscription, the Client will be granted a worldwide non-exclusive license which term is based on the duration of the Production License Key, to use, copy and incorporate the Software, exclusively within their Application and for Production, without any limit whatsoever regarding the number of the products and/or devices or the number of users of these products and/or devices in order to distribute, sublicense and/or sell copies of their own products and/or devices containing the Software.

Before the Production License Key expires, the Client can renew its Production License Key by making another payment for one or more annuities. The Client shall then integrate the new Production License Key into its Application to keep the Software functionalities and upgrade the Software to the latest version made available by THE GRIZZLY LABS on the Client Portal.

In the event the Client cancels its subscription, all the sums paid by the Client will remain vested to THE GRIZZLY LABS. Should the Client fail to pay the sums due, THE GRIZZLY LABS may freeze access to the Software until such payment is made. If payment is still outstanding sixty (60) days after the sums were due, THE GRIZZLY LABS may treat this as the Client’s notice of termination. In such a case, the Client will have to pay all the sum due for the said subscription as remedies.

ARTICLE 4 – TECHNICAL ASSISTANCE AND MAINTENANCE

4.1

Technical assistance and maintenance requests are accessible to the Client from at 9 AM to 6.00 PM CET from Monday to Friday by email at sdk@geniusscan.com.

4.2

THE GRIZZLY LABS will be sole in charge of assessing the level of the service request. THE GRIZZLY LABS will undertake its best efforts to respond to a request in a reasonable time once a representative of THE GRIZZLY LABS has responded to a Client’s request.

4.3

If appropriate, THE GRIZZLY LABS will notify the Client, and the parties will agree on specific terms and conditions for the resolution of the request. Level of the service request may change in the event of an evolution of the circumstances after the notification of the request. In the event of such a change, the increase/decrease of the level will be notified to the Client by THE GRIZZLY LABS.

ARTICLE 5 – CLIENT’S OBLIGATIONS

5.1

The Client shall:

a. Promptly report to THE GRIZZLY LABS any problem with the Software and implement any corrective procedures provided by THE GRIZZLY LABS upon receipt of the request;

b. Be solely responsible for the use of the Software by the End Users;

c. Be solely responsible for protecting and backing up the data and information stored on the devices where the Software is installed and should confirm that the data and information is protected and backed up in accordance with any internal or regulatory requirements as applicable before contacting THE GRIZZLY LABS. THE GRIZZLY LABS shall not be responsible for lost data or information in the event of errors or other malfunction of the Software, of the Application and/or the devices on which the Software is used.

5.2

The Client is responsible for obtaining and maintaining appropriate equipment and ancillary services needed to connect to, access or otherwise use the Software, including, without limitation, computers, devices, computer/devices operating systems, software, mobile applications, data storage, network devices, and web browsers.

ARTICLE 6 – INTELLECTUAL PROPERTY

All intellectual property rights on any software, source code and/or documentation elaborated and created by THE GRIZZLY LABS, and especially the Software, including the Documentation, is and shall remain vested in THE GRIZZLY LABS, and no provision of the Agreement shall assign to the Client or the End Users the property of the existing rights, titles or interest related to the rights.

ARTICLE 7 – FINANCIAL PROVISIONS

7.1 Subscription Condition

Subscription conditions are specified in the Client Portal. All prices are in Euros and are valid until altered by THE GRIZZLY LABS. Prices are not inclusive of taxes (notably VAT that may differ between countries).

7.2 Invoices Terms

All invoices issued by THE GRIZZLY LABS are due and payable within thirty (30) days of the date of the invoice. If the Client fails to pay the sums provided for in this Agreement when due:

a. THE GRIZZLY LABS shall be entitled a late payment interest as the rate of three (3) times the late interest rate and a lump compensation of forty euros (40 €);

b. THE GRIZZLY LABS shall obtain a reasonable compensation from the Client for any recovery cost exceeding the lump compensation and incurred due to the Client’s late payment;

c. THE GRIZZLY LABS shall be entitled to suspend the Agreement as per article 11 and/or terminate the Agreement as per article 12 of this Agreement.

ARTICLE 8 – DISCLAIMER OF WARRANTIES

THE CLIENT EXPRESSLY UNDERSTANDS AND AGREES THAT:

8.1

THE CLIENT USES THE SOFTWARE ARE AT ITS SOLE RISK. THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, BASIS WITHOUT WARRANTIES OR GUARANTIES OF ANY KIND. THE GRIZZLY LABS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, AND PARTNERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES IMPLIED BY A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.

8.2

THE CLIENT’S EXCLUSIVE REMEDY AND THE GRIZZLY LABS’S ENTIRE LIABILITY SHALL BE (i) THE CORRECTION OF THE SOFTWARE ERRORS THAT CAUSE BREACH OF THE WARRANTY; OR, IF THE GRIZZLY LABS CANNOT SUBSTANTIALLY CORRECT SUCH BREACH IN A COMMERCIALLY REASONABLE MANNER, THE CLIENT MAY END THE USE OF THE SOFTWARE AND RECOVER A PRORATED PORTION OF ANY MAINTENANCE FEES PREPAID TO THE GRIZZLY LABS; OR (ii) THE REPERFORMANCE OF THE DEFICIENT SUPPORT SERVICES. TO THE EXTENT PERMITTED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8.3

THE GRIZZLY LABS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, AND PARTNERS MAKE NO WARRANTY THAT (i) THE SOFTWARE WILL MEET THE CLIENT’S REQUIREMENTS, (ii) THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, CURRENT, COMPLETE OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY THE CLIENT THROUGH THE SOFTWARE WILL MEET THE CLIENT’S EXPECTATION, (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED AND (vi) THE SOFTWARE IS FREE OF VIRUSES OR OTHER DISABLING DEVISES OF HARMFUL COMPONENTS.

8.4

ANY EQUIPMENT AND/OR SOFTWARE USE WITH THE SOFTWARE IS DONE AT THE CLIENT’S OWN DISCRETION AND RISK, AND THE CLIENTS WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THEIR EQUIPMENT AND/OR SOFTWARE THAT RESULTS FROM THEIR USE OF THE SOFTWARE.

8.5

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE CLIENT FROM THE GRIZZLY LABS THROUGH AND/OR THE SOFTWARE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

ARTICLE 9 – EXCLUSION AND LIMITATION OF LIABILITY

9.1 Exclusions of Liability

THE AGREEMENT DOES NOT APPLY TO ANY UNAVAILABILITY, SUSPENSION OR TERMINATION OF THE SOFTWARE THAT:

a. ARE CAUSED BY FACTORS OUTSIDE OF OUR REASONABLE CONTROL, INCLUDING ANY FORCE MAJEURE EVENT RESULT FROM ANY ACTIONS OR INACTIONS OF THE CLIENT OR ANY THIRD PARTY;

b. RESULT FROM THE CLIENT’S EQUIPMENT, SOFTWARE OR OTHER TECHNOLOGY AND/OR THIRD-PARTY EQUIPMENT, SOFTWARE OR OTHER TECHNOLOGY;

c. RESULT FROM ANY MAINTENANCE AS PROVIDED FOR PURCHASING THE SOFTWARE OR RELATED PLANNED WORKS IN ORDER TO KEEP THE SOFTWARE FUTURE PROOF (E.G. SOFTWARE UPGRADES, ETC.);

d. USE OF THE SOFTWARE WITH UNSUPPORTED TOOLS AS SPECIFIED IN THE DOCUMENTATION.

9.2 Exclusions of Liability

THE CLIENT EXPRESSLY UNDERSTANDS AND AGREES THAT NEITHER THE GRIZZLY LABS NOR ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, OR PARTNERS, WILL BE LIABLE TO THE CLIENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF THE GRIZZLY LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SOFTWARE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF THE CLIENT’S SERVICES, AND/OR PRODUCTS, AND/OR INSTALLATION, AND/OR EQUIPMENT; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SOFTWARE; (v) FAILURE TO INSURE THE COMPATIBILITY OF THE CLIENT’S EQUIPMENT WITH THE SOFTWARE; (vi) ANY OTHER MATTER RELATING TO THE SOFTWARE.

IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT THE GRIZZLY LABS, SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, OR ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY THE CLIENT TO THE GRIZZLY LABS DURING THE TWELVE (12) MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE, TO THE EXTENT PERMITTED BY APPLICABLE LAW.

ARTICLE 10 – OPERATIONAL LIMIT AND FORCE MAJEURE

10.1 Operational Limit

The use of the Software is subject to the availability and the operational limitations of the requisite equipment and associated facilities, and notably IOS and Android. The Client understands and agrees that temporary interruptions of the Software may occur as normal events in the provision of the Software and that THE GRIZZLY LABS shall not be liable for such interruptions. The Client further understands and agrees that THE GRIZZLY LABS has no control over third-party systems (e.g. operating systems, frameworks, build tools, application stores) the Client may access in the course of their use of the Software, and therefore, delays and disruptions of other electrical network are beyond the control of THE GRIZZLY LABS.

10.2 Force majeure

Both Parties will be exempt from any liability in case of total or partial breach of this Agreement, even temporary if caused by a Force Majeure event. In the event of the occurrence of a situation that it considers to be Force Majeure, the concerned Party shall promptly notify the other Party of the situation by registered letter, specifying the nature of the event(s), their impact on its ability to perform its obligations as provided for in this Agreement, as well as any supporting document attesting to the reality of the Force Majeure event. Are considered as supporting documents notably, but not exclusively, any declaration, certificate, legislation, decree, order or other measures taken by a Government at local, national or international level concerning the events invoked as Force Majeure. In the event that the Party invoking a Force Majeure event characterize it, its obligations shall be suspended for a period of three (3) months. Beyond this period, if the situation of Force Majeure continues, the Agreement shall be automatically terminated. Any suspension of performance of the Agreement by application of this Article shall be strictly limited to the commitments whose performance has been prevented by the circumstances of Force Majeure and to the period during which the circumstances of Force Majeure have acted. In any event, if the impediment is or becomes definitive, the Agreement shall be automatically terminated. The Parties shall endeavor in good faith to take all reasonably possible measures to continue the realization of the Installation and/or the performance of the Software. The Parties shall endeavor in good faith to take all reasonably possible measures to continue the performance of the Software. It is understood between the Parties that the services are performed in the course of the reciprocal execution of the Agreement and that in the event of suspension or termination of commitments, the Client will pay THE GRIZZLY LABS’ fees calculated on a prorata temporis basis (and the costs and fees due in the event of resumption after suspension). In any case, any payment already received by THE GRIZZLY LABS for the performance of the Software shall remain definitively acquired.

ARTICLE 11 – SUSPENSION

In case of a serious or persistent breach by the Client of one of its obligations under this Agreement that the Client has not remedied within seven (7) days following the sending of a formal notice, THE GRIZZLY LABS will suspend the use of the Software.

THE GRIZZLY LABS reserves the right to send the formal notice after the suspension of the use of the Software in case of emergency. From the date of suspension of the Agreement, the Client has fifteen (15) days to remedy its default. Otherwise, THE GRIZZLY LABS may terminate the Agreement, preserving its rights to recover the sums still owed by the Client.

ARTICLE 12 – TERMINATION

12.1 Termination by THE GRIZZLY LABS

Access to the Software may be terminated by THE GRIZZLY LABS prior to the expiration of the term of the Agreement upon the occurrence of any of the following events of default and the failure of the Client to cure such default within thirty (30) days after written notice of such default has been given by THE GRIZZLY LABS to the Client: (i) if any undisputed sum of money owed by the Client is not paid when due; (ii) if any breach occurs under any confidentiality provisions; or (iii) if any material breach by the Client occurs as to any other term hereof or any other agreement between THE GRIZZLY LABS and the Client. In the event of any such default and the continuance thereof beyond the applicable cure period, THE GRIZZLY LABS shall have the option to terminate the Software license by giving written notice of termination to the Client. Upon such termination, all amounts owed by the Client and unpaid as of the date of such termination shall become immediately due and payable to THE GRIZZLY LABS.

12.2 Termination by the Client

The Agreement may be terminated by the Client prior to the expiration of its term in the event of a breach by THE GRIZZLY LABS of any warranty expressly set forth herein or a material breach by THE GRIZZLY LABS of any other term or condition hereof and THE GRIZZLY LABS fails to cure such breach within thirty (30) days after written notice of such breach is given by the Client to THE GRIZZLY LABS. In the event of any such default, the Client shall have the option to terminate the Software license by giving notice of termination to THE GRIZZLY LABS immediately and receive a refund of any sums paid for that portion of the licensing period subsequent to such termination.

12.3 Insolvency proceedings

If either party goes into receivership, bankruptcy, or insolvency, or makes an assignment for the benefit of creditors, or ceases to operate its business, Agreement shall be immediately terminable by the other party by written notice, but without prejudice to any rights of the terminating party hereunder, such termination to be effective as of one day prior to such event.

ARTICLE 13 – CONFIDENTIALITY

13.1 Non-disclosure

During the term of the Agreement and for a period of one (1) year after its termination for any reason whatsoever, the Parties undertake to ensure that Confidential Information:

a. Is not communicated to any third party;

b. Is only disclosed to those of the Parties' staff who need to know it in the framework of any eventual work related to or arising out of this Agreement;

c. Is protected and kept strictly confidential and secret by any personnel of the Parties, such personnel being responsible for ensuring that no document or element referring or relating to, or whose content refers or relates to the Confidential Information, is visible or accessible by a third party who may be present at the Parties’ premises;

d. Is not used, whether in full or in part, for any purpose or objective other than the execution of the Agreement and/or any work related to or arising out of this Agreement;

e. Is not copied, reproduced or duplicated in full or in part except as required in the context of the conduct of this Agreement or any work relating thereto or arising therefrom.

Disclosure of Confidential Information to third parties shall not be considered to have been made in breach of the aforementioned obligations if:

a. The Party accused of disclosing the Confidential Information can prove that it was legally and without fraud in possession of said Confidential Information on the Effective Date or prior to the disclosure of that Confidential Information by the disclosing Party;

b. Said Confidential Information is in the public domain, where the existence of the Confidential Information in the public domain is not due to an unauthorized disclosure by the Party considered to having disclosed it;

c. Said Confidential Information has been disclosed to the recipient by a third party who is under no obligation of confidentiality to the disclosing Party;

d. Said Confidential Information has been developed by employees of the recipient Party who had no access to Confidential Information received from the disclosing Party;

e. Said Confidential Information is required to be disclosed by a court or tribunal of competent jurisdiction, or any other competent authority.

13.2 Return of Documents

Upon termination of this Agreement for any reason whatsoever, each Party shall return to the other Party all tangible material embodying or containing Confidential Information (including every copy of documents reflecting Confidential Information); or (ii) destroy all tangible material embodying or containing Confidential Information.

13.3 Publicity

Each Party is entitled to make any public announcement regarding its association with the other Party ; use the other’s Party name and trademark(s) in any promotional materials or activities or publications.

ARTICLE 14 – DATA

14.1 Preamble

The Client is informed of the regulations related to the marketing communication, of Law n° 2004-575 of June 21^st 2014 for confidence in the digital economy, of Law n° 2004-801 of August 6^th 2004 on the protection of individuals with regard to the processing of personal data, and of Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27^th 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data.

14.2 Collection and Processing of Personal Data

The processing of personal data, namely the identity, contact details and other information provided by the Client regarding the Software and the services provided by THE GRIZZLY LABS, is carried out by or on behalf of THE GRIZZLY LABS

THE GRIZZLY LABS collects the Client’s personal data in order to:

a. Enable the provision of the Agreement;

b. Enable the Client and/or and the End Users to obtain information about the products and the services of THE GRIZZLY LABS;

c. Allow THE GRIZZLY LABS to process the Client’s requests. Without this information, the processing of requests or the provision of services by THE GRIZZLY LABS or its affiliates may be delayed or simply impossible;

d. Comply with its legal obligations;

e. Gather statistics on the performance and the use of the Software.

Personal data is only accessible to THE GRIZZLY LABS’ employees that have to have access to the information for their professional activities. Personal data is not disclosed to any third party, except to service providers acting on behalf of THE GRIZZLY LABS, on the basis of contractual agreements that provide for strict data protection obligations, and for the sole purposes mentioned above.

THE GRIZZLY LABS may also have to transfer personal data to third parties upon request of an authority empowered by law to do so, pursuant to applicable law.

THE GRIZZLY LABS undertakes to take all necessary measures to guarantee the security of personal data, in particular that it is not disclosed to unauthorized persons. If an incident affecting the integrity or confidentiality of personal data is brought to the attention of THE GRIZZLY LABS, they undertake to inform the user as soon as possible and of the corrective measures taken.

14.3 Retention of personal data

Personal data is retained by THE GRIZZLY LABS until the last days of the Subscription, and in principle for up to three (3) months thereafter, unless applicable law and regulations require a longer or shorter retention period.

14.4 Rights

In accordance with current European regulations, the Client and the End Users have the following rights:

a. The right to access, rectify, update, complete, block or delete personal data when it is inaccurate, incomplete, ambiguous, outdated, or whose collection, use, communication or storage is prohibited;

b. The right to withdraw consent at any time;

c. The right to limit the processing of personal data;

d. The right to object to the processing of personal data;

e. The right to the portability of personal data provided by users when such data is subject to automated processing based on their consent or on a contract;

f. The right to determine the fate of the personal data after the user’s death and to choose to whom THE GRIZZLY LABS should communicate, or not.

To exercise these rights, requests should be addressed to THE GRIZZLY LABS by email to sdk@geniusscan.com.

In any case, the user will have to indicate the personal data that he/she would like THE GRIZZLY LABS to correct, update or delete, identifying him/herself precisely with a copy of an identity document. Requests for the deletion of personal data will be subject to legal obligations, in particular with regard to the conservation or archiving of documents.

ARTICLE 15 – GENERAL PROVISIONS

15.1 Contact Information

Unless otherwise specified in this Agreement, notices by the Client to THE GRIZZLY LABS’ Customer Service must be given by email at sdk@geniusscan.com.

15.2 Trademark information/Proprietary Rights

THE GRIZZLY LABS and THE GRIZZLY LABS’ logos, brands, product and service names (“THE GRIZZLY LABS marks”) are registered trademarks or trademarks of THE GRIZZLY LABS Intellectual Property. Any use of THE GRIZZLY LABS Marks is prohibited without permission of THE GRIZZLY LABS Intellectual Property.

15.3 Additional Terms

This Agreement, any other policies or guidelines referenced herein, and the terms set forth in any promotional offer for the Software constitute the entire agreement between THE GRIZZLY LABS and the Client. This Agreement governs the Client’s use of the Software, superseding any prior agreement between the Client and THE GRIZZLY LABS with respect to the subject matter of the Agreement. The failure of THE GRIZZLY LABS to exercise or enforce any right or provision of the Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect. The Client agrees that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to the Agreement. The Client agrees that regardless of any statute of laws to the contrary, any claim or cause of action arising out of or related to use of the Software, or the Agreement must be filled within one (1) year after such claim or cause of action arose or be forever barred. THE GRIZZLY LABS can assign all or part of THE GRIZZLY LABS’ rights or duties under this Agreement without notifying the Client. The Client may not assign this Agreement or the Software without prior written consent of THE GRIZZLY LABS. If any part of the Agreement is found invalid, the rest of the Agreement will remain valid and enforceable. The article titles and paragraph headings in the Agreement are for convenience only and have no legal or contractual effect.

15.4 Survival

Obligations and rights in connection with this Agreement, which by their nature would continue beyond the termination, cancelation, or expiration of this Agreement, will survive the termination, cancelation, or expiration of the Agreement.

ARTICLE 16 – APPLICABLE LAW – DISPUTE RESOLUTION

16.1 Applicable Law

The validity and construction of this Agreement and all matters pertaining thereto are to be determined in accordance with the laws of France.

16.2 Jurisdiction

For the resolution of any dispute regarding interpretation and/or performance of this Agreement, the Parties, expressly waiving any other forum that might correspond to them, submit to the exclusive jurisdiction of the competent courts and tribunals of Paris (France).