Genius Scan SDK
Last updated: April 1, 2024
“Agreement” means the present Terms and Conditions, the Software license obtained by the Client for Trial Access or Production, and the associated Purchase Order(s).
“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.
“Client” means the legal entity that subscribes to the Agreement as identified on the Purchase Order, being specified that the Client may be the company that integrates the Software into an Application, the Application’s Publisher, or a purchasing intermediary.
“Client Portal” means the Web page identified as “Customer portal” accessible from https://sdk.geniusscan.com through which the Client can obtain a License Key.
“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 activity, 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) non-public information concerning THE GRIZZLY LABS and the Client, (iii) the terms and conditions of this Agreement, and (iv) any work, information and/or documents developed, shared or communicated in relation with this Agreement.
“Documentation” means the official 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).
“End User” means the user of the Client’s Application integrating the Software, which must be either the Client itself, its customers, its employees and/or its collaborators.
“Force majeure” means, within the meaning of Article 1218 of the French Civil Code, an event beyond the debtor’s control, which could not reasonably have been foreseen when the contract was concluded and the effects of which cannot be avoided by appropriate measures, which prevents the debtor from performing his obligation. A “Force majeure” event may consist of, but is not limited to, 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.
“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 39 rue de Châteaudun, 75009 Paris, France.
“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.
“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.
“Parties” means THE GRIZZLY LABS and the Client, individually a “Party”.
“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 enters into a paid subscription to the Software license.
“Publisher” means the legal entity which owns the Application and controls its distribution to the End User.
“Purchase order” means the commercial document governed by the present Terms and Conditions and Software license, issued by THE GRIZZLY LABS to the Client and setting forth in particular the duration of the Agreement and the agreed price for the use of the Software.
“Software” means the software “Genius Scan SDK” offered by THE GRIZZLY LABS, i.e. a software library allowing the addition of a document scanner to an Application.
“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.
The Client shall be deemed to have accepted without reservation the entire Agreement, which comes into force starting from the earliest of the acceptance by the Parties of a Purchase Order and/or the first use of the Software. Any use of the Software whether as part of Trial Access or Production shall be deemed acceptance of the Agreement by the Client and/or its employees, personnel and/or co-contracting parties.
For Trial Access, the Agreement shall enter into force on the date of the first use of the Software and for the duration of the Trial Access.
For Production, the Agreement is concluded for the duration specified in the Purchase Order. The Purchase Order shall also indicate whether the Agreement can be tacitly renewed after the expiry date set forth in the Purchase Order. In case of tacit renewal as set forth in the Purchase Order, the Agreement shall be tacitly renewed as indicated in the Purchase Order unless one Party expressly opposes the renewal by sending a non-renewal notice by registered letter with acknowledgment of receipt at the official address of the other Party under the Agreement, at the latest three (3) months before the relevant expiry date.
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. In the event of a conflict between the Agreement and the terms of any Client’s contractual or non-contractual document, the terms of the present Agreement shall prevail automatically ipso jure.
The provision of the Software is only intended to professionals and is not intended for consumers within the meaning of French and EU law. The Client warrants that it is a professional acting for professional purposes when entering into the Agreement and undertakes to hold THE GRIZZLY LABS harmless against any losses and damages incurred by THE GRIZZLY LABS in this respect. The Client accepts that THE GRIZZLY LABS is authorized to terminate the Agreement at any time and immediately if the Client violates its warranties under the present Article and that THE GRIZZLY LABS will incur no liability for such termination.
THE GRIZZLY LABS reserves the right to modify the present Agreement 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 of receipt of the prior notice and to terminate the Agreement with a thirty (30) days prior notice, and the applicable terms of the Agreement shall be the ones the Client subscribed to up until the Agreement’s termination. The effective date of these modifications to the Agreement will be brought to the Client's attention in the aforementioned prior notice and shall be applicable at such date. In the absence of Client’s opposition within the aforementioned delay, any use of the Software subsequent to the entry into force of the modification of the Agreement will constitute express acceptance by the Client of the modified Agreement.
The Client can, without a License Key, 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 a short duration and the Application shall be restarted in order to enable the use of the Software for another short duration 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.
In the framework of a Trial Access, in order to remove the aforementioned duration 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 and creating an account by filling all the required information. THE GRIZZLY LABS cannot be held responsible for the inaccuracy of the information communicated by the Client;
b. Reading and expressly accepting the present Agreement;
The Trial License Key will then be made available 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, they can contact THE GRIZZLY LABS by email. In case of Trial Access with a Trial License Key, THE GRIZZLY LABS can terminate the Agreement at any time, without notice nor liability.
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 and creating an account by filling all the required information. THE GRIZZLY LABS cannot be held responsible for the inaccuracy of the information communicated by the Client;
b. Receiving from THE GRIZZLY LABS a Purchase Order, which will include at least the price of the Software and the duration of the Agreement;
c. Reading and expressly accepting the present Agreement before proceeding with the subscription:
d. Proceeding with the subscription by signing the Purchase Order and the payment in advance of one or more annuities in accordance with the payment conditions set forth in the Purchase Order;
The Production License Key will then be made available 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 whose term is based on the duration of the Agreement, to use, copy and incorporate the Software, exclusively within their Application and for Production, in order to distribute, sublicense and/or sell copies of their Application containing the Software, without any limit whatsoever regarding the number of devices or the number of users of the Application
Except as otherwise specifically permitted in the Agreement, the Client shall not, shall not attempt to and shall not permit any others to (i) use and/or access the Software for any purpose or in any manner not specifically authorized by the Agreement, (ii) create or recreate the source code of the Software or re-engineer, reverse engineer, decompile or disassemble, attempt to derive the source code, trade secrets or know-how in or underlying the Software, even for interoperability, compatibility or repair purposes, (iii) alter, remove, obscure, tamper or revise any proprietary, restrictive trademark or copyright notice included with, affixed to, displayed in, encoded or recorded in the Software or the Documentation, (iv) modify, adapt, alter, translate or create derivative works from the Software, or combine, or merge any part of the Software with or into any other software or documentation, or (v) interfere with, modify, disrupt, override or disable features or functionality of the Software. These restrictions shall apply to the use of the Software in Production or as part of a Free Trial Access.
In the event the Client cancels its subscription, without prejudice of Article 7.1 below, 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 suspend the access to the Software until such payment is made. If payment is still outstanding fifteen (15) days after the sums were due, this shall be considered as a uncured material breach of the Agreement and THE GRIZZLY LABS shall be authorized the terminate the Agreement immediately without prior notice. In such a case, the Client will have to pay all the sum due for the said subscription as remedies.
The Production License Key can be renewed as follows:
a. either automatically by the Application. This method of renewal is only possible if the Client accepts the connection of the Application to THE GRIZZLY LABS’ servers at the time of the integration of the Software in the Application. The Client can refuse this connection at the time of the integration of the Software in the Application and at any time thereafter, or
b. or manually by the Client, who shall replace the License Key in the Application using the new License Key made available on the Client Portal.
The renewal of the Production License Key is subject to the conclusion of a new Purchase Order or a renewal of an existing Purchase Order. Before its expiration, THE GRIZZLY LABS will notify the Client of the upcoming expiry of its Production License Key and will invite the Client to enter into a new Purchase Order, or as applicable, the renewal of the Purchase Order.
Technical assistance and maintenance requests are accessible to the Client from from 9 AM to 6.00 PM CET from Monday to Friday by email.
THE GRIZZLY LABS will be solely 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.
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. The 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.
The Client shall:
a. Pay the price indicated in the Purchase Order in accordance with the financial conditions set forth under said Purchase Order;
b. Use the Software in accordance with the Agreement, in particular in accordance with the conditions of license of the Software;
c. 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;
d. Be solely responsible for the use of the Software by the End Users;
e. 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, in particular before contacting THE GRIZZLY LABS for assistance. 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.
f. Be solely responsible for processing the End Users’ data and, therefore, for protecting said data from any unauthorized use or access.
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.
The Client represents and warrants that it is fully authorized to enter into the Agreement; its execution and performance under this Agreement does not violate any other obligation of Client under any other agreement or under law.
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.
Subscription conditions are specified in the Client Portal and in the Purchase Order. 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).
In case of a fixed-term duration as set forth in the Purchase Order and in the event of wrongful early termination of the Agreement by the Client, the Client shall remain liable for the payment of all sums due and payable under the Agreement for its entire duration. Early termination of the Agreement by the Client shall not relieve the Client of the obligation to fulfill payment obligations for the remainder of the fixed term of the Agreement, and all such sums shall be immediately due and payable by the Client upon termination in accordance with Article 12.
The Client shall pay all sums due to THE GRIZZLY LABS in accordance with the provisions set out in the Purchase Order. In the absence of express payment terms in the Purchase order, all invoices issued by THE GRIZZLY LABS are due and payable within thirty (30) days of the date of the invoice. Where the Purchase Order provides for direct debit payment, the Client shall provide all the required and accurate documentation enabling such payment. The Client shall be solely liable in case of inaccurate information.
If the Client fails to pay the sums provided for in this Agreement when due:
a. THE GRIZZLY LABS shall be entitled to (i) a late payment interest as the rate of three (3) times the legal interest rate applied to the entire amount of sums due and (ii) a lump compensation of forty euros (40 €) for recovery costs;
b. THE GRIZZLY LABS shall obtain an additional compensation from the Client for any recovery cost exceeding the lump compensation set forth in (b) above and incurred due to the Client’s late payment, provided that the amount of such compensation is justified;
c. THE GRIZZLY LABS shall be entitled to suspend the Agreement as per article 11 and/or terminate the Agreement as per Articles 3.3 and 12 of this Agreement.
Where the Agreement is entered for a fixed multiannual term as set forth
in the Purchase Order, the price of the Software can be revised annually
by THE GRIZZLY LABS on the anniversary date of the Agreement based on
the Syntec Federation index pursuant to the following formula: PN = PO x
(IN / IO), where:
PN is the revised price of the Software
PO is the price of the Software at the date of signing of the Agreement,
and every anniversary date thereafter for further annual price revisions
IN is the new Syntec index value at the first date of anniversary of the
Agreement and for further annual revisions, the next anniversary date
thereafter
IO is the Syntec index value at the date of signing of the Agreement,
and for further annual revisions the value of IN used in the last annual
price revision
The annual price revision shall not apply every time the result of the price revision formula leads to a lower price of the Software. In this case, the current price of the Software shall continue to apply until the following annual price revision, subject to the previous sentence.
If, at any time during the term of the Agreement, the Syntec index is modified or replaced by a new index, this new index will automatically replace the old one under the conditions and according to the connection coefficients published by the Syntec Federation.
THE CLIENT EXPRESSLY UNDERSTANDS AND AGREES THAT:
a. THE CLIENT USES THE SOFTWARE AT ITS SOLE RISK. THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, BASIS WITHOUT WARRANTIES OR GUARANTIES OF ANY KIND TO THE EXTENT PERMITTED BY FRENCH LAW. THE GRIZZLY LABS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, AND PARTNERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO THE EXTENT PERMITTED BY FRENCH LAW 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.
b. THE CLIENT’S EXCLUSIVE REMEDY AND THE GRIZZLY LABS’S ENTIRE LIABILITY SHALL BE (i) THE CORRECTION OF THE SOFTWARE ERRORS THAT COMPLETELY PREVENT THE USE OF THE SOFTWARE; 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.
c. TO THE EXTENT PERMITTED BY FRENCH LAW, 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 DEVICES OF HARMFUL COMPONENTS.
d. 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.
e. 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.
THE GRIZZLY LABS SHALL NOT BE LIABLE IN CASE OF 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
e. USE OF THE SOFTWARE NOT IN COMPLIANCE WITH THE AGREEMENT AND/OR THE DOCUMENTATION.
THE GRIZZLY LABS SHALL NOT BE LIABLE FOR ANY CONTENT CAPTURED AND/OR STORED VIA THE SOFTWARE AND/OR THE APPLICATION. THE CLIENT REMAINS SOLELY RESPONSIBLE AND LIABLE FOR THIS CONTENT AND UNDERTAKES TO HOLD THE GRIZZLY LABS HARMLESS IN THIS RESPECT.
THE CLIENT EXPRESSLY UNDERSTANDS AND AGREES THAT UNDER THE AGREEMENT 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 IN PARTICULAR BUT NOT LIMITED TO: (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.
THE AGGREGATE LIABILITY UNDER THE AGREEMENT OF THE GRIZZLY LABS, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, OR PARTNERS, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, shall not 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.
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 and electronic networks are beyond the control of THE GRIZZLY LABS.
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 with acknowledgment of receipt, 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 characterizes 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 following the termination notice of either Party.
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. 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. For the purpose of this Article, 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.
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 is authorized to suspend the use of the Software immediately.
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 having caused the suspension. Otherwise, THE GRIZZLY LABS may terminate the Agreement, pursuant Article 12 of this Agreement, preserving its rights to recover the sums still owed by the Client.
Access to the Software may be terminated by THE GRIZZLY LABS prior to the expiration of the term of the Agreement in case of a material breach of the Agreement by the Client if the Client fails to cure such breach within thirty (30) days after written notice of such breach is given by THE GRIZZLY LABS to the Client. The Agreement shall be terminated upon the date of termination included in the termination notice sent by THE GRIZZLY LABS to the Client. Shall be considered as a material breach for the purpose of this Article, without this list being exhaustive: (i) if any undisputed sum of money owed by the Client is not paid when due 15 days after such date; (ii) if any breach of confidentiality undertakings; or (iii) any use of the Software that infringes on the Intellectual Property Rights of THE GRIZZLY LABS. Upon 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 within fifteen (15) days of the termination date.
The Agreement may be terminated by the Client prior to the expiration of its term in the event of 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 Agreement 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.
During the term of the Agreement and for a period of five (5) years 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, agents, contractors, service providers and/or advisors who need to know it in the framework of any eventual work or matter related to or arising out of this Agreement;
c. Is protected and kept strictly confidential and secret, the recipient Party being responsible for ensuring that no document or element referring or relating to, or whose content refers or relates to the Confidential Information, is disclosed in violation of this Agreement;
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 or matter 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 or matter 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:
f. 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 signing date of the Agreement or prior to the disclosure of that Confidential Information by the disclosing Party;
g. 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;
h. Said Confidential Information has been disclosed to the recipient by a third party who is under no obligation of confidentiality to the disclosing Party;
i. Said Confidential Information has been developed independently, prior to the disclosure of said Confidential Information, by employees of the recipient Party who had no access to Confidential Information received from the disclosing Party;
j. Said Confidential Information is required to be disclosed by law, court order or any other competent authority request, provided that the disclosing party shall give prompt advance notice to the other party of such disclosure requirement, shall cooperate with the disclosing Party to prevent this disclosure and shall minimize the disclosure in compliance with the applicable legal requirement or document order, request.
Unless otherwise authorized or required by applicable law, upon termination of this Agreement for any reason whatsoever within thirty (30) days, each Party shall (i) 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.
Each Party is entitled to make any public announcement regarding its association with the other Party, and use the other’s Party name and trademark(s) in any promotional materials or activities or publications.
For any processing of personal data carried out in connection with the present Agreement, the Client is informed of the regulations related to the marketing communication, of Law n°2004-575 of June 21^st^ 2004 for confidence in the digital economy, of Law n°78-17 of January 6^th^, 1978, relating to data processing, data files and individual freedoms, modified by 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 (“GDPR”).
THE GRIZZLY LABS’ only processes personal data of Clients and does not process personal data of End Users.
THE GRIZZLY LABS does not and undertakes not to process any data related to the content scanned by the Software in the Application.
The processing of personal data, namely the identity and contact details 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, acting as a Data Controller within the meaning of the GDPR.
THE GRIZZLY LABS collects and processes the Client’s personal data for the following purposes:
a. Enable the performance of the provisions of the present Agreement based on the performance of the Agreement;
b. Enable the Client to obtain information about the products and the services of THE GRIZZLY LABS based on THE GRIZZLY LABS’s legitimate interests;
c. Allow THE GRIZZLY LABS to process the Client’s requests based on the performance of the Agreement. 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.
Personal data is only accessible to THE GRIZZLY LABS’ employees who need 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 Client as soon as possible and of the corrective measures taken.
Personal data is retained by THE GRIZZLY LABS until the last days of the Subscription, and for up to three (3) years thereafter, unless applicable law and regulations require a longer or shorter retention period.
In accordance with current European regulations, the data subjects whose data is collected, have the following rights:
a. The right to access personal data concerning them;
b. The right to rectify, update, complete, block or delete personal data when it is inaccurate, incomplete, ambiguous, outdated, or whose collection, use, communication or storage is prohibited;
c. The right to withdraw consent to the processing of personal data at any time;
d. The right to limit the processing of personal data;
e. The right to object to the processing of personal data;
f. The right to the portability of personal data provided by the Client when such data is subject to automated processing based on their consent or on a contract;
g. The right to erasure of personal data concerning them;
h. The right to lodge a complaint with a supervisory authority;
i. The right to determine the fate of the personal data after the Client’s death (where applicable) 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.
In any case, the data subject will have to indicate the personal data that he/she would like THE GRIZZLY LABS to correct, update or delete, identifying him/herself precisely, and if required as deemed necessary by THE GRIZZLY LABS, 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.
Unless otherwise specified in this Agreement, notices by the Client to THE GRIZZLY LABS’ Customer Service must be given by email.
THE GRIZZLY LABS and THE GRIZZLY LABS’ logos, brands, product and service names (“THE GRIZZLY LABS marks”), in particular the Genius Scan brand, 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.
This Agreement, any other documents, policies or guidelines referenced herein, 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 article titles and paragraph headings in the Agreement are for convenience only and have no legal or contractual effect.
The Client agrees that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to the Agreement.
The Purchase Order shall prevail over any conflicting provision of these Terms and Conditions and Licence only insofar it explicitly refers to the clause in conflict and is agreed by all the Parties.
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.
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, including the Agreement without the Client’s consent to (i) any entity controlled directly or indirectly controlled by THE GRIZZLY LABS, (ii) any entity that directly or indirectly controls THE GRIZZLY LABS, (iii) any entity directly or indirectly controlled by any such entity referred in (ii) or (iv) any successor, entity coming to the rights THE GRIZZLY LABS or being contributed of THE GRIZZLY LABS’ assets notably as part of an asset contribution (apport partiel d'actifs), demerger or merger The Client may not assign this Agreement or the Software without prior written consent of THE GRIZZLY LABS.
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. In the event of nullity or if the provisions of the Agreement are declared ineffective, the Parties undertake to negotiate in good faith in order to substitute the provisions that are invalid or declared null and void with any valid provisions giving effect to the intentions of the Parties as far as possible.
Obligations and rights in connection with this Agreement, which by their nature would continue beyond the termination, cancelation, or expiration of this Agreement, shall survive and continue to apply notwithstanding the termination, cancelation, or expiration of the Agreement.
This Agreement, and all matters relating to it, shall be governed by and construed in accordance with the laws of France, excluding its conflict of law rules.
For the resolution of any dispute regarding validity, 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).
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