General Terms of Use (CGU)

V 1.0 — Last edited on July 17, 2024

TERMS OF SALE OF EGERIE RISK MANAGER/EGERIE PRIVACY MANAGER SOFTWARE IN SAAS/ON PREMISES SUBSCRIPTION

These Terms of Sale (hereinafter “Terms of Sale” or “CV”) of the EGERIE Risk Manager Software and/or the EGERIE Privacy Manager Software apply to any order for a right to use the Software and any provision of Services from the company EGERIE SOFTWARE, a simplified joint stock company with a capital of 388,967.50 euros, having its head office in Toulon at 44 boulevard de Strasbourg, registered with the Toulon Trade and Companies Register, under the number 817 640 998, represented by its President (hereinafter referred to as “the Publisher”) or “EGERIE”).

PURPOSE

These CVs establish the contractual conditions exclusively applicable to any Contract relating to the order of a right to use the Software and/or Services by a Buyer, whether an Authorized Partner or a Customer who enters into a direct agreement with the Publisher.

The Buyer acknowledges that these CVs prevail over all other documents such as brochures, catalogs, documentation from EGERIE, which are provided only for information purposes and have only indicative value, and over any document issued by the Buyer, such as in particular order forms or general conditions of purchase not expressly accepted by EGERIE.

When the Buyer is an Authorized Partner who subscribes to the Order Form or the accepted estimate in order to make the Software and Services available to a Customer, the Authorized Partner accepts these Terms of Sale as well as, where applicable, the conditions communicated by the Publisher for the provision of the Software and Services to the Customer. The accepted Order Form or Quotation must indicate the identity and contact details of the Customer. In any event, the Authorized Partner undertakes to make the Terms of Use enforceable against the Customer and to ensure their acceptance by the Customer before the Order Form is transmitted to the Publisher. The Authorized Partner may not commit EGERIE to the Customer beyond the limits and guarantees provided for in the Conditions of Sale and the Conditions of Use.

Acceptance of the Quotation or the sending of an Order Form implies acceptance of these Terms of Sale by the Buyer and of the Terms of Use by the Customer.

DEFINITIONS

In these Terms of Sale, the terms below used with a capital letter, singular or plural, will have the following meaning:

Buyer: refers to the legal person who accepts these Terms of Sale by sending an Order Form, namely the Customer in case of subscription directly with EGERIE or the Authorized Partner.

Order form or quotation accepted: means any document or exchange stipulating the details of the right to use the Software and the Services accepted by EGERIE and the Buyer.

Delivery note: refers to the document issued by the Publisher recalling all the characteristics of the order made by the Buyer, such as the number of Users, except for the price.
Terms of Use: conditions of use of the Software communicated by EGERIE or the Authorized Partner, which the Customer undertakes to accept in order to benefit from access to the Software and the Services.
contract : refers to these Terms of Sale as well as any document attached to them, in particular the Order Form or Accepted Quotation.
Documentation: refers to the technical and functional manuals and all information relating to the Software, accessible and updated on the MyEGerie Portal of the Customer or Authorized Partner and/or communicated by EGERIE.
Evolution : refers to the functional and/or technical evolution of the Software, as ensured by regular updates, identified by the transition from one minor version to the next (the minor version number being identified by the second number of the version number (Y for a version named X.yz)) or from one minor version revision to the next (the number of a revision being identified by the third number of the version number (Z for a version named X.yz)). The concept of Evolution does not include major releases and new modules.
Customer: refers to the legal entity that has accepted the Terms of Use and entitled to use the Software and Services.

Software: refers to the EGERIE Risk Manager and/or EGERIE Privacy Manager software and all related object code programs, in the version provided for in the Order Form or Accepted Quotation, including the Changes as defined above, as well as the related Documentation.
Authorized partner : refers to the company approved by the Publisher that promotes and markets the right to use the Software and the Services to a Customer.
myEgerie portal: refers to the Publisher portal giving access to the Customer or Authorized Partner to a dedicated space.‍
Department (s): refers to all the services associated with the Software provided by EGERIE or an Authorized Partner, such as support and maintenance services that may or may not be included in the subscription to the right to use the Software in accordance with what is specified in the Order Form or Accepted Quotation and the Additional Services.
‍Complementary service (s): refers to the services provided by the Authorized Partner or the Publisher not included in the right to use the Software, specifically provided for in the Order Form or Accepted Quotation.‍
User : refers to any natural person (such as an employee, subcontractor or consultant of the Licensee) using the Software under the responsibility of the Licensee in accordance with the provisions of the Contract. The Licensee is committed to compliance with the Terms of Use by Users and remains solely responsible to the Publisher for any violation of the Terms of Use by a User.‍
Major version : refers to a version of the Software launched on the market by the Publisher, including a set of computer programs identified by the version number (the major version number being identified by the first number of the version number (X for a version named X.yz)). The concept of Major Version does not include new modules.

Notions that would not be defined in these Terms of Sale are defined in the Terms of Use, which the Buyer undertakes to read.

CHARACTERISTICS OF SOFTWARE AND SERVICES

These Terms of Sale relate to the subscription of a right of access, and where applicable, to install the Software, for a period determined in the Order Form or Quotation accepted. The Software may be made available to the Customer:

Or by providing a downloadable copy of the Software for local installation at the Customer's premises (On Premise), including (i) access to Evolutions and new Major Versions of the Software and (ii) support and maintenance services as defined in the Terms of Use.

Or by making the Software available as an application accessible remotely by the Customer via the Internet

(SaaS (Software as a Service)), comprenant (i) l’accès au Logiciel, (ii) l’hébergement du Logiciel et des données,

(iii) l’accès aux Evolutions et nouvelles Versions Majeures du Logiciel et (iv) les prestations de support et de maintenance telles que définis dans les Conditions d’Utilisation.

Les caractéristiques du droit d’utilisation des Logiciels et/ou des Services figurent sur le Bon de commande ou Devis accepté. Il s’agit, sans que cette liste ne soit exhaustive, du nombre et types de licences souscrites, du nombre d’Utilisateurs, les modules, du prix ainsi que de la description des Services souscrits par l’Acheteur.

L’Acheteur est informé de ce que les Logiciels sont des produits standards qui n’ont pas été conçus spécifiquement pour l’Acheteur. L’Acheteur a choisi le Logiciel en toute connaissance de cause et en fonction de ses besoins, de ses contraintes métier et de son environnement technique, au regard de la Documentation et des informations reçues de l’Editeur. L’Acheteur reconnaît avoir reçu de l’Editeur toutes les informations nécessaires lui permettant d’apprécier l’adéquation des Logiciels et des Services à ses besoins et de prendre toutes les précautions utiles pour leur utilisation.

Sauf commande spécifique au titre des Services Complémentaires, le Contrat n’inclut pas le paramétrage, la configuration, le support à l’installation, l’adaptation ou la formation à l’utilisation du Logiciel ou des services d’intégration du Logiciel mesure, qui doivent faire l’objet d’une commande expresse et acceptée par l’Editeur au titre de Services Complémentaires.

Sauf mention contraire dans le Bon de commande ou Devis accepté, les Services Complémentaires consistent dans une enveloppe forfaitaire exprimée en temps passé (jour/homme ou unité d’œuvre par exemple) offrant une disponibilité au Client pour bénéficier de prestations complémentaires, notamment d’assistance et de conseil, à une date à convenir avec l’Editeur dans un délai de 3 mois à compter de la signature du Bon de commande ou Devis (sauf délai différent accepté expressément).

Les droits d’utilisation, et le cas échéant, d’installation, concédés au Client ainsi que les modalités de fourniture des Services, les garanties associées aux Logiciels et aux Services et la durée du Contrat sont détaillés dans les Conditions d’Utilisation.

ACCES AU LOGICIEL ET REALISATION DES SERVICES

Après réception du Devis accepté ou du Bon de commande par l’Editeur, l’Editeur met à disposition le Logiciel conformément aux dispositions prévues par les Conditions d’Utilisation.

L’Acheteur devra transmettre les informations complémentaires techniques et organisationnelles nécessaires à la mise à disposition et l’utilisation du Logiciel, tels que les attributions et rôles des Utilisateurs et le cas échéant, les besoins en capacité du Client (CPU, réseau, RAM, stockage disque, sauvegardes, personnel, etc.).

L’Acheteur dispose d’un délai de dix (10) jours à compter de l’émission du Bon de Livraison ou du PV recette, pour contester l’accès au Logiciel, concernant le nombre de licences ou d’Utilisateurs ou tout autre élément de la commande, y compris la réalisation des Services. A défaut de contestation dans ce délai, la mise à disposition du Logiciel ou réalisation des Services est réputée conforme.

PRIX

Les droits d’installation et d’utilisation des Logiciels et les Services sont fournis aux tarifs indiqués dans le devis communiqué à l’Acheteur, en euros, hors taxes et doit être majoré des taxes et droits en vigueur à la date de facturation.

Le paiement du prix constitue la contrepartie de la fourniture des droits d’utilisation des Logiciels et des Services mentionnés sur le Bon de commande ou Devis accepté. L’Acheteur paye à l’Editeur la somme mentionnée sur le Bon de commande ou Devis accepté selon la périodicité indiquée. Toute réduction éventuelle de prix sera indiquée sur le Bon de commande ou Devis accepté.

MODALITÉS DE FACTURATION

Les droits d’utilisation des Logiciels et les Services seront facturés conformément au Bon de commande ou Devis accepté et aux Conditions d’Utilisation.

En cas de commande portant sur plusieurs Logiciels et/ou Services, chaque commande pourra faire l’objet d’une facturation partielle, portant sur chaque Logiciel et/ou Service.

Les Services Complémentaires commandés dans le Bon de commande ou Devis accepté seront facturés à la fin du délai prévu pour bénéficier des prestations correspondantes, à savoir 3 mois à compter de la signature du Bon de commande ou Devis (sauf délai différent accepté expressément). S’agissant d’une enveloppe forfaitaire, le montant prévu sera facturé, que la disponibilité prévue ait été consommée ou non. Tout dépassement de la disponibilité prévue fera l’objet d’une facturation complémentaire. Par dérogation, si la réalisation de toute ou partie de ces prestations donne lieu à un procès-verbal de recette, le montant correspondant pourra être facturé dès l’établissement de ce procès-verbal.

MODALITÉS DE PAIEMENT

Les factures de l’Editeur seront réglées par l’Acheteur par virement ou Carte Bancaire.

Sauf accord différent entre les Parties et figurant sur le Bon de commande ou Devis accepté, le paiement s’effectue à 45 jours à compter de la date d’émission de la facture.

RÉVISION DE PRIX

Au-delà d’un délai d’un (1) an à compter de la date d’entrée en vigueur du présent Contrat, et en cas de renouvellement, le prix pourra être révisé à la demande de l’Editeur sous réserve d’une notification adressée à l’Acheteur au moins trente (30) jours avant la date d'échéance, sans pouvoir toutefois excéder l'augmentation issue de l'application de la formule suivante : P = Po x S / So où :

P = prix après révision.

Po = prix initial pour la première révision, puis prix issu de la précédente révision pour les révisions suivantes. S = plus récent indice Syntec publié à la date de révision du prix.

So = valeur de l'indice Syntec en vigueur à la date de l’entrée en vigueur du Contrat pour la première révision, puis valeur de l'indice Syntec au jour de la précédente révision pour les révisions suivantes.

En cas de disparition de l’indice mentionné ci-dessus, les Parties conviendront du nouvel indice pour établissement d'une formule à effet comparable.

PENALITES DE RETARD ET SUSPENSION DU CONTRAT

Sans préjudice de tous autres droits et recours, le non-paiement partiel ou total de toute somme due aura pour effet, dès cette date, de permettre à l’Editeur de suspendre, jusqu'à complet règlement des sommes dues, son obligation de mise à disposition du Logiciel ou la fourniture des Services. Au-delà d'un retard de paiement de trente

jours, à compter d'une date d'échéance, l’Editeur pourra résilier de plein droit le Contrat aux torts de l’Acheteur. Les sommes déjà versées par l’Acheteur demeureront acquises à l’Editeur.

In addition, the Publisher may charge late payment interest equal to three (3) times the legal interest rate without requiring a reminder or prior notice of default. This interest will be calculated, per day of delay, from the first day of delay until the day of full payment by the Buyer of all amounts due to the Publisher. En

application of article L441-10 of the Commercial Code, the Buyer will also automatically be liable for a fixed compensation of forty (40) euros (€) in respect of the recovery costs incurred by the Publisher. Where applicable, when these costs exceed the amount of this compensation, the Publisher may claim additional compensation from the Buyer, upon presentation of supporting documents specifying the steps taken. These indemnities will not be applied in cases where the Buyer justifies that he is the subject of a reorganization or judicial liquidation procedure. All unpaid fees as a result of a bank rejection of a payment by the Buyer will remain the financial responsibility of the latter.

In addition, the absence of payment by the Buyer of a due invoice will allow the Publisher to require the

payment of all other invoices including those whose due date would not have expired.

The Publisher reserves the right to decide how the partial payments made by the Buyer will be deducted from the amounts due to the Publisher.

The Buyer is prohibited from making any compensation with the amounts that may be due to him by the Publisher under this Contract, or any other contract that may exist between the parties, without the prior written agreement of the Publisher.

VARIOUS

30.1.Non-solicitation of personnel

The Buyer expressly renounces, during the term of execution of this Contract and for two (2) years following its term, for any reason whatsoever, to hire or have worked, directly or indirectly through an intermediary, any collaborator of the Publisher who participated in the execution of the Service, regardless of their specialization. Any breach of this obligation exposes the Buyer to immediately pay to The Publisher, compensation equal to the gross remuneration of the person concerned for the last eighteen (18) months, plus employer contributions, without prejudice to damages and interests.

Independence of the parties

Each Party is a legal person legally and financially independent of each other, acting in its own name and under its sole responsibility. The Contract does not constitute an association or a mandate given by one of the Parties to the other. Each Party is therefore prohibited from making a commitment in the name and on behalf of the other Party, which it cannot in any way replace.

Force Majeure

None of the Parties may be held responsible for a breach of one of the obligations imposed on it in the Contract that would result from the occurrence of a case of force majeure, provided, however, that:

The Party invoking such a case shall notify its existence to the other Party as soon as possible,
That it does everything necessary to limit the consequences, and
That it resume the execution of the Contract immediately after this case of force majeure has disappeared.

The case of force majeure suspends the obligations arising from the Contract for the duration of its existence, with the exception of obligations that can reasonably be interpreted as surviving the suspension. However, if it existed for more than fifteen (15) consecutive days, it would entitle one to the automatic termination of the Contract by one or other of the Parties.

This termination will be effective fifteen (15) days after the receipt by the other party of a registered letter with acknowledgement of receipt notifying the termination and without either party being able to claim any compensation or damages.

For the application of this Agreement, in particular, in the definition of force majeure, the following events include: Breakdown or failure of the host; Electrical failure, fire, flood, natural disaster; Strike

; War; Epidemic; Attacks; Uprising; Demonstration.

Headlines

The sole purpose of the titles is to facilitate the reading of contractual documents. In the event that the title of a paragraph or clause in a contractual document interferes with the understanding of the text, only the text of the paragraph or clause in question and not its title will be taken into account.

No renunciation

The fact that one of the Parties does not rely on a breach by the other Party of any of the obligations referred to herein, cannot be interpreted for the future as a renunciation of the performance of the obligation in question.

Nullity and independence of clauses

The possible cancellation of one or more clauses hereof, by a court decision, an arbitration award or by mutual agreement between the Parties, may not affect their other provisions which will continue to produce their full and complete effect as long as the general scheme of the agreement can be maintained.

Applicable law, attribution of jurisdiction

Any dispute arising from the Contract or the interpretation of its clauses is subject to French law to the exclusion of conflict of laws rules. In the event of a dispute, and after an attempt to find an amicable solution for a period of thirty (30) days, any dispute relating to the interpretation and execution of the contract is submitted to the materially competent court in whose jurisdiction the head office of the Publisher is located, to which the parties assign territorial jurisdiction regardless of the place of performance of the service and the registered office of the defendant.

TERMS OF USE SUBSCRIPTION IN SAAS MODE

EGERIE RISK MANAGER AND EGERIE PRIVACY MANAGER

These Terms of Use of the EGERIE Risk Manager Software and/or the EGERIE Privacy Manager Software (hereinafter referred to as “The Software”) apply to all provision of the Software in SaaS mode, by the company EGERIE SOFTWARE, a simplified joint stock company with a capital of 388,967.50 euros, with its head office in Toulon, having its registered office in Toulon at 44 Boulevard de Strasbourg, registered with the Toulon Trade and Companies Register, under the number 817 640 998, represented by its President (hereinafter referred to as “the Publisher” or “EGERIE”).

These Terms of Use apply in case of subscription of the right to use the Software and/or to the provision of Services directly to EGERIE or through an Authorized Partner.

SECTION 1. OBJECT

The purpose of these Terms of Use is to define the methods of making available the Software and providing the Services by the Publisher and the methods of non-exclusive access and use by the Customer. This Agreement, which is not exclusive, was negotiated in good faith between the Parties. The right granted is a subscription in “SaaS” mode conferring only a right to remote use of the Software in the territory where the Users are installed, without authorization to sublicense.

The EGERIE Risk Manager Software is a computer software that makes it possible in particular to assess, map and manage risks and “privacy” impact studies relating to information systems and which makes it possible to obtain the following results: modeling of information systems, list of identified risks, estimation of risks, estimation of risk levels, estimation of risk levels, list of treatments selected, list of treatments selected, list of measures programmed as part of risk treatments based on a proprietary principle of informed arbitration of measures (cost vs percentage) Of discount transversal risks), multi-compliance (compliance of a measure with several normative requirements), definition of metrics, edition of reports. The Software offers various proprietary calculation elements: risk reduction calculation, sigma score calculation, calculation and representation of risk exposure (programmed reduction, residual reduction, active reduction).

The EGERIE Privacy Manager Software is a computer software whose function is in particular to create, manage and edit processing files and personal data registers, to verify the compliance of treatments with good legal and security practices (as well as the multi-compliance of a measure with several normative requirements) and to pre-assess the “privacy” risk of each treatment.

It is recalled that the Software is not a tool for detecting and treating risks in real time, but that it offers an analysis based on the data entered or imported by the Customer. The Software is a decision aid and the decision is and remains the sole responsibility of the Customer.

By these Terms of Use, the Customer acknowledges having read the technical and functional information of the Software and Services. The Customer acknowledges that the Software and the know-how of EGERIE as well as their developments — including any developments suggested by the Customer or its Users and implemented by EGERIE — are subject to legal protection, in particular in terms of intellectual property rights. As such, the Publisher retains all intellectual property rights on all protected or protectable elements relating to the Software and the Services.

In the same way, the Customer remains the owner of all the rights to his data and products that are specific to him.

SECTION 2. DEFINITIONS

In these Terms of Use, the following terms used with a capital letter, singular or plural, will have the following meaning:

Anomaly: refers to any incident, defect, malfunction or any non-compliance of the functionalities of the Software with respect to the Documentation, reproducible by the Customer and verified by the Publisher, which prevents the normal functioning of all or part of the Software or which causes an incorrect result or an inadequate treatment while the Software is used in accordance with its Documentation and its destination.
Blocking anomaly: refers to an Anomaly that makes the Software or one of its essential functionalities completely unavailable.

Non-blocking anomaly: refers to any Anomaly affecting the operation of the Software but not constituting a Blocking Anomaly or a Semi-Blocking Anomaly.

Semi-blocking anomaly: refers to any Anomaly that allows only partial use of the functionalities of the Software.

Order form or quotation accepted: means any document or exchange stipulating the details of the right to use the Software and Services accepted by EGERIE (or the Authorized Partner) and the Customer. ;

Delivery note: refers to the document issued by the Publisher recalling all the characteristics of the order made by the Customer, such as the number of users, except for the price.

Customer: refers to the legal entity that has accepted the Terms of Use and has acquired a right to use the Software in SaaS mode.
Special conditions : refers to the information contained in the Order Form or any other document expressly accepted by the Parties concerning the right to use the Software or the Services.

Terms of Use: means these terms and conditions.
Sales conditions : refers to the terms and conditions of the Publisher applicable to any order for the right to use the Software and/or Services by the Customer, attached to the Order Form, applicable when the Customer enters into a direct agreement with the Publisher.
Contract: refers to these Terms of Use, including the appendices, the Delivery Note and the Special Conditions or Order Form or Quotation accepted.

Documentation: refers to the technical and functional manuals and all information relating to the Software accessible and updated on the Customer's myEGerie Portal and/or communicated by EGERIE.
Customer Data : refers to the information (including Personal Data) that the Customer owns and/or is responsible for, that the Customer enters, enters, enters, enters, transmits, collects, stores and/or processes and, where applicable, communicates to EGERIE as part of the provision of the Support and the use of the Software and the MyEGerie Portal.
Personal data : refers to the personal data that the Customer processes in the capacity of data controller and that EGERIE is likely to process as a subcontractor, within the meaning of Law No. 78-17 of January 6, 1978 as amended, known as Informatique et Libertés, and the General Data Protection Regulation (EU) 2016/679 of the European Parliament and Council of April 27, 2016 (referred to as “GDPR”) and the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 (known as “GDPR”), this regulatory body being referred to below “Applicable regulations”.
Evolution : refers to the functional and/or technical evolution of the Software, as ensured by regular updates, identified by the transition from one minor version to the next (the minor version number being identified by the second number of the version number (Y for a version named X.yz)) or from one minor version revision to the next (the number of a revision being identified by the third number of the version number (Z for a version named X.yz)). The concept of Evolution does not include major releases and new modules.
Working day : refers to a day between Monday and Friday and which is not a public holiday in mainland France.

Software: refers to the EGERIE Risk Manager and/or EGERIE Privacy Manager software and all related object code programs, in the version provided for in the Order Form or Accepted Quotation, including the Changes as defined above, as well as the related Documentation.
Maintenance: refers to all the services and actions provided by the Publisher for the continuous operation, revision and improvement of the Software, described in Appendix 1.
Authorized partner : refers to the company approved by the Publisher that promotes and markets the right to use the Software and the Services to a Customer.
MyEgerie portal : refers to the space made available to the Customer by the Publisher.
Department (s): refers to all the services associated with the Software provided by EGERIE or an Authorized Partner, such as Support and Maintenance services that are included in the subscription to the right to use the Software and the Additional Services expressly provided for in the Order Form or Accepted Quotation.
Complementary service (s): refers to the services provided by the Authorized Partner or the Publisher not included in the right to use the Software, specifically provided for in the Order Form or Accepted Quotation.
Bracket: refers to all the technical or functional services provided by the Publisher or its Authorized Partner following a request for support as described in Appendix 1.

User : refers to any natural person (such as an employee, subcontractor or consultant of the Customer) using the Software under the responsibility of the Customer in accordance with the provisions of the Contract. The Customer is committed to compliance with the Terms of Use by Users and remains solely responsible to the Publisher for any violation of the Terms of Use by a User.
Designated user : refers to any natural person using the MyEGerie Portal and the Support service designated in writing to EGERIE when ordering.
Major version : refers to a version of the Software launched on the market by the Publisher, including a set of computer programs identified by the version number (the major version number being identified by the first number of the version number (X for a version named X.yz)). The concept of Major Version does not include new modules.

SECTION 3. HIERARCHICAL ORDER OF CONTRACTUAL DOCUMENTS

The Contract consists of the following contractual documents presented in hierarchical order of decreasing legal value: these Terms of Use, where applicable the Conditions of Sale, the annexes, the Delivery Note, the Delivery Note, the Order Form or the Accepted Quotation.

In the event of a contradiction between one and/or more provisions contained in any of these documents, the higher-ranking document will prevail.

SECTION 4. ENTRY INTO FORCE — DURATION - RENEWAL

The Contract comes into force as of the acceptance of the Purchase Order or any document or exchange materializing the order made to the Publisher by the Customer, or where applicable, the Authorized Partner.

Unless otherwise stipulated in the Order Form or Accepted Quotation, the Contract will be renewed by tacit renewal for a period of 12 months, without the total duration of the contract exceeding 5 years unless terminated, sent by registered letter with acknowledgement of receipt by the Customer with a notice period of three (3) months before the expiration of the current period. However, the right to use the solution ends under the terms of the legal term of copyright.”

The Customer has a period of ten (10) days from the issue of the Delivery Note to contest access to the Software, concerning the number of licenses or users or any other element of the order. In the absence of dispute, the provision of the Software is deemed to be in compliance.

At the end of the initial term, unless otherwise specified in the Order Form or Accepted Quotation, the Contract may be renewed only by written agreement of both Parties.

The Customer undertakes to pay the Publisher or its Authorized Partner in accordance with the applicable sales conditions.

SECTION 5. SOFTWARE USAGE RIGHTS AND LIMITATIONS, INTELLECTUAL PROPERTY

The Contract grants the Customer a right to access and use the Software remotely via the Internet for a fixed period of time, including:

Access to the Software,
The hosting of the Software and Customer Data,
Access to Major Software Developments and Versions
The Support and Maintenance services provided for in this Agreement, and
Where applicable, the Additional Services listed in the Order Form or Accepted Quotation.

The right to access and use the Software, granted under the Contract and for its duration, allows the Customer to use the Software in accordance with its destination and the Documentation, and for its own needs. The number of Users is indicated in the Delivery Note.

In the event that the Customer wishes to modify the terms of the rights of use subscribed as specified in the Delivery Note (number of Users, subscription to a new module, etc.), he will notify the Publisher or the Authorized Partner in writing. The latter will propose a new estimate which must be accepted before the requests are effectively updated.

Apart from the rights granted in this Agreement and without prejudice to them, the Customer is not authorized under this Agreement to:

Copy, print, transfer, transmit, or display all or part of the Software;
Reproduce permanently or temporarily the Software in whole or in part, by any means and in any form;
Sell, rent, sublicense, distribute, or otherwise make available to third parties the Software;
Modifying the Software and/or merging all or part of the Software into other computer programs without

prior authorizations from the Publisher;

Intervene or involve a third party on the Software, in particular for maintenance;
Compile the Software, decompile, disassemble, disassemble, translate, translate, analyze, reverse engineer, or attempt to reverse engineer the Software, except as permitted by law;
Carry out any computer processing or services for third parties using the Software, in particular custom work.

It is specified that the Publisher reserves the right to correct errors that the Software may contain.

The Customer and Users agree not to harm the Software in any way whatsoever and in particular to use the Software in a manner that is not in accordance with its destination and with the conditions set out in the Contract.

These Terms of Use only grant the Customer a right of use and do not grant the Customer any ownership rights relating to the Software, its technology or the intellectual property rights held by the Publisher.

The Customer agrees that no provision of this Agreement may give him any right, title or interest in the distinctive signs of the Publisher.

SECTION 6. OBLIGATIONS OF THE CUSTOMER

30.1.General obligations of the Customer

The Customer undertakes to respect the prerequisites communicated by EGERIE for access and use of the Software.

The Customer:

Undertakes to use the Software only in accordance with its professional destination, its Documentation and for the sole needs of its activity;

Is solely responsible for the content broadcast and/or downloaded and assumes full responsibility for the nature, content, accuracy, integrity and legality of the data processed, stored or transmitted as part of the use of the Software, as well as for the resulting exploitation. In particular, taking into account the purpose of the Software, the Customer is prohibited from sending or storing non-professional data and more generally data that is unlawful, obscene, defamatory or illegal data or data that is illegal or in violation of the rights of a third party, the protection of minors or privacy;
Undertakes not to distribute the Software, make it available to third parties or rent it;
Undertakes not to alter or disrupt the integrity or execution of the Software or the data contained therein;
Undertakes not to attempt to gain unauthorized access to the Software or to the systems or networks associated with it.

In order to verify the integrity of the Software and compliance with this article, the Software generates requests to the MyEgerie Portal. The anonymized and encrypted data obtained only allows the Editor to compare the hashes with the associated access keys.

30.2.Use of the Software by the Customer

The Software will be used by the Customer under his sole control, direction and responsibility. The Customer guarantees compliance with this Agreement by Users.

Therefore, in particular, the Customer is responsible for:

The implementation of all useful processes and measures intended to protect its workstations, hardware, hardware, software, passwords, in particular against any viruses and intrusions;
The choice of the access provider or telecommunications medium, the Customer having to take care of administrative requests and contract the necessary subscriptions for which he will bear the cost;
The appointment, among its staff, of a privileged contact of the Publisher acting as administrator, for the Customer, of the Software and in particular with regard to Support;

The use of identifiers or access codes given to him during the execution of the Contract. He will ensure that no person not authorized by him has access to the Software;

The errors committed by its personnel in the use of the Software and the procedures that allow them to connect to the Software, in particular concerning the means of access and Internet browsing.

The Publisher and the Customer declare that the technical information provided and used by the Software as well as that concerning the connections are authentic between them until proven otherwise.

The Publisher will be released from any responsibility concerning the quality and electronic transmission of data when they use telecommunications networks and more generally the quality and reliability of telecommunications links between the Customer's workstations and the point of access to the Software. In addition, the Publisher cannot be held responsible for the accidental destruction of Customer Data by the Customer or a third party who has accessed the Software through no fault of the Publisher.

30.3. Customer's obligation to be vigilant

Any use of Users' identifiers and passwords is deemed to constitute use of the Software by the Customer, which the latter expressly acknowledges. The Customer retains the responsibility of his staff at all times and is subject to an obligation to control them.

The Customer is solely responsible, in particular:

The content of the data, their compliance with applicable regulations, and more generally, any information that he deposits on the MyEgerie Portal that he distributes or keeps on his behalf under the Contract;
Any fraudulent use of the username and/or password or any usurpation of the identity of one of the Users;
The repository of documents or libraries on the MyEgerie Portal, such as risk analysis models in order to contribute to the enrichment of the shared resource base. It is the Customer's responsibility to ensure their anonymization and the absence of confidential, sensitive or strategic data in the documents made available;
To ensure that Users have the necessary level of knowledge to use the Software;
To provide Users with the information necessary for the secure use of the Software, and in particular, the obligation to keep their identifiers and access passwords strictly personal and confidential;

To notify the Publisher of any modification or evolution that may affect the functioning of the Software.

30.4.User Administration

The Customer has the right to access and use the Software for the number of Users provided for in the Delivery Note.

The creation of the initial “SuperAdministrator” account is the exclusive responsibility of the Publisher. The Editor creates this account and assigns it an initial password.

The management of the initial “SuperAdministrator” account is the exclusive responsibility of the Customer. The Customer undertakes to modify the authentication password sent to him by the Publisher as soon as he first logs in.

The creation of other accounts and the allocation of associated rights are the responsibility of the Customer. It is the exclusive responsibility of the Customer and its Users to choose identifiers and passwords that respect good security practices. In general, the Customer assumes responsibility for the security of identifiers and passwords allowing access to the Software as well as the security of individual workstations allowing access to the Software.

The Customer must ensure the non-disclosure of accounts and passwords associated with unauthorized persons. In the event that he is aware of unauthorized access to the Software, the Customer will inform the Publisher without delay and confirm it by registered mail. In the event of loss of one of the identifiers, the Customer will use the procedure set up by the Publisher allowing him to recover his identifiers.

DATA

Data Ownership

Each Party is and remains the owner of its own data. Each Party remains the sole owner of the know-how that it has regardless of this Agreement or that it acquires during the execution of this Agreement and therefore remains free to use it. The Publisher will therefore be free to perform similar services on behalf of other customers. None of the Parties may claim any right to the know-how of the other Party.

They are prohibited from using, modifying, assigning or transferring to a third party, in whole or in part, for consideration or free of charge, the data that could have been exchanged during the execution of this Contract for purposes other than its implementation.

In particular, the Customer is prohibited from using documents made available on the MyEgerie Portal for commercial purposes.

The Publisher is prohibited from using, modifying, assigning or transferring to a third party, in whole or in part, in whole or in part, for consideration or free of charge, the data that may have been communicated to it by the Customer during the execution of the Contract, for purposes other than those of this Contract (including the operations necessary for the Publisher to establish its invoices and usage statistics as well as to provide any explanation concerning the execution of the Support). The Customer acknowledges that the Publisher may compile aggregated and anonymized statistical information and may make it public provided that it does not identify the Customer's confidential information and does not include any Personal Data. The Publisher retains all intellectual property rights to the results of these statistical treatments.

Location

Customer Data is hosted in France.

Personal Data Protection

Within the meaning of the Applicable Regulations, in particular the RGPD, the Publisher acts as a subcontractor, only on behalf of and on the instructions of the Customer, who is qualified as the person responsible for the processing of Personal Data.

The obligations of the Publisher and the Customer, relating to the protection of personal data, appear in the appendix

Critical data protection

Strategic data corresponds to non-personal data that is of particular importance for the Customer.

The Customer declares that Customer Data does not include strategic data. Likewise, he states that he does not

transmit strategic data to the Editor, including as part of Support.

The Publisher is released from any responsibility in the event of storage, loading or sharing, by the Customer, of strategic data.

Reversibility of Customer Data

The Customer has the option to export in XML format and to keep his Customer Data via the Software.

The Publisher makes its best efforts to carry out regular backups of the data and to keep a copy of the Customer Data for service resumption. That being said, since the Software is not a backup software, it is the responsibility of the Customer to export and back up its Customer Data regularly. As such, it is important for the Customer to define a data backup and recovery strategy in its overall data security and management model. The Editor's data recovery service is a process that should be used as a last resort only, whenever possible and when no other copy of the data is available.

In addition, the Customer is informed that the Customer Data will be deleted by the Publisher at the end of a period of sixty (60) days from the end date of the Contract. It is therefore up to the Customer to export or request the return of his Customer Data within this period, without additional billing.

The Publisher may offer the return of Customer Data to the Customer at the Customer's request by registered letter with acknowledgement of receipt to EGERIE. The Publisher will return the data thus required within five (5) working days.

Any return will be made in a format and on a medium in accordance with the standards in use at the time of the return. For example, the format in use is XML transmitted in an encrypted medium.

Under no circumstances does reversibility confer access, use or other rights to the Customer on the Software.

after the date of termination of the Contract.

OBLIGATIONS OF THE PUBLISHER

The Contract will be executed and in particular the Services will be provided in accordance with the provisions in Annexes 1 and 2, which describe the Software availability conditions, the Support conditions as well as the applicable provisions concerning the protection of Personal Data.

Provision of the Software

The Publisher communicates the Delivery Note with a link allowing him to access the Software, as well as the identifiers and access codes that allow access to the MyEgerie Software and Portal through a dedicated access.

Access to the myEgerie Portal allows Designated Users to download and consult the Documentation (in particular technical requirements and user manual for the Software), as well as all functional documents relating to the Software.

The Publisher cannot under any circumstances be held liable in the event of failure to provide the Software attributable to the Customer or in the event of force majeure.

Credits

In the event that the Publisher does not comply with the availability rate agreed in Annex 1, the Publisher will grant, after written notification from the Customer, a credit consisting in a free extension of the Contract period for a period corresponding to the unavailability of the Software, to the exclusion of any other compensation.

The Customer must notify the Publisher in writing within thirty (30) days following the last day of the month in which the availability rate was not reached. If the Customer does not notify the Publisher within the said period, the Customer is assumed to have renounced the credit for the month in question.

Exclusions

Work and interventions concerning the installation and proper functioning of the workstation, the computer environment and the Customer's infrastructure (telecommunications, networks, security equipment) allowing the Customer to access and use the Software as well as the services for modifying the Software to meet the Customer's needs are excluded from the Contract. These services are not included in this Contract and may be the subject of Additional Services with specific pricing by the Publisher or the Authorized Partner.

COLLABORATION OF THE PARTIES

The proper execution of the Contract requires loyal, active and permanent collaboration between the Parties. Therefore, each of the Parties undertakes to:

To be actively involved in the execution of its obligations;
Refrain from any conduct that may affect and/or hinder the performance of the obligations of the other Party;

Provide each other with all information and documents necessary for the execution of the Contract within a sufficient period of time.

The Parties must meet as often as necessary to ensure the smooth running of the Contract and more particularly to check the smooth running of the Contract.

In addition, the Customer undertakes to maintain sufficiently competent, qualified and trained Users in place throughout the duration of the execution of these terms and conditions.

RESPONSIBILITY

Under no circumstances can the Publisher be held responsible for indirect damages suffered by the Customer that may occur as a result of or during the execution of this Contract and its consequences.

Indirect damages include, without this list being exhaustive, loss of earnings or profits, loss of data other than those recorded in the software, loss of opportunity, commercial damage, the consequences of complaints or claims by third parties against the Customer, notwithstanding the fact that the Publisher would have been notified of the possibility of their occurrence.

Excluding the provisions of the article relating to the eviction guarantee or in the event of gross or fraudulent misconduct on the part of the Publisher, the responsibility of the latter, in the event of damage occurring to the Customer, for any reason whatsoever and regardless of the legal basis invoked or retained, regardless of the legal basis invoked or retained, all damages combined and accumulated, will be expressly limited and may in no case exceed 75% of the amounts actually collected over the current year.

Under no circumstances can the responsibility of the Publisher be sought in case of:

Use of the Software in a manner not provided for in the user documentation or use not expressly authorized by these Terms of Use;

Modification of all or part of the functionalities or information accessible via the Software not carried out by the Publisher or by one of the approved licensors appointed by the latter;

Use of all or part of the Software when the Publisher, following a difficulty or for any other reason whatsoever, had recommended suspending its use;

Use of the Software in an environment or according to a configuration that does not respect the technical requirements of the Publisher, or in connection with third party programs or data not expressly approved by the Publisher;
Loss of Customer data following an intervention by the Publisher or a third party Publisher designated by the Customer or by the Publisher, while the Customer has not taken the precaution of saving his data prior to this intervention when requested in writing;
The occurrence of any damage that would result from a fault or negligence on the part of the Customer, or that the Customer could have avoided by using the advice of the Publisher;

Use in connection with programs not provided or endorsed by the Publisher and likely to affect the Customer's data;

Loss by the Customer of the identifiers and passwords of SuperAdministrator accounts,
Non-registration of Customer Data by Users;
Non-loading of the Evolutions made available by the Publisher;
Updates not recommended by the Editor.

Given the high technical nature of the Software and the limitations of the state of the art, EGERIE cannot guarantee incident-free operation or uninterrupted operation of the Software. EGERIE will intervene within the framework of an obligation of means and under the conditions provided for in these Terms of Use.

EVICTION GUARANTEE

The Publisher guarantees the Customer that he has all the rights allowing him to conclude the Contract.

As such, the Publisher undertakes to defend the Customer at its own expense against any action in violation of copyright or other intellectual property rights brought by a third party, and relating to the Software, provided that it has been notified immediately in writing by the Customer and that the alleged violation is not the result of the Customer.

The Publisher will have sole control over how to bring the defense into action and will have full discretion to compromise or pursue any procedure of its choice. The Customer must provide all the information, elements and assistance necessary to the Publisher to enable him to successfully defend himself or to reach a settlement agreement.

If all or part of the Software is recognized by a final court decision to constitute an infringement or if the Publisher considers that it is likely that the Software, in whole or in part, is considered to be counterfeit, the Publisher may, at its option, either provide the Customer with non-infringing software with the same functionalities, or if the Publisher considers that it is probable that the Software, in whole or in part, is considered to be counterfeit, the Publisher may, at its option, either provide the Customer with non-infringing software with the same functionalities, or obtain the right for the Customer to continue to use and operate said Software, or terminate the Contract and reimburse the amounts paid in advance by the Customer for the remaining period, the amounts paid by the Customer for the use of the Software for the past period remaining acquired by the Publisher.

TERMINATION

The Contract may be terminated ipso jure and without formalities by one of the parties in the event of a breach by the other party of any of its obligations under the Contract, and in particular the obligations provided for in articles 5 to 8, 14, 15.1 and 15.5, if this breach is not corrected within a period of thirty (30) days following receipt by the party in breach of a registered letter with acknowledgement of receipt notifying this breach and without prejudice to any damages to which the party who initiated the termination could pretend.

In the event of the cessation of these contractual relationships and for any reason whatsoever, the Customer undertakes to export its Customer Data or at the written request of the latter, the Publisher undertakes to return to the Customer, the Customer Data stored on its servers as part of the use of the Software, in accordance with article 7.5 of these Terms of Use.

In the event of termination of the Agreement for any reason whatsoever or at its end, the rights granted herein will cease and the Customer must stop using the Software. He must return to the Publisher, at his expense, within thirty (30) days of the end of the contractual relationships, all the EGERIE documents in his possession (information supports, marketing materials, etc.).

REFERENCES

The Customer grants the Publisher a non-exclusive worldwide license, free of charge and subject to sublicense, during the term of this Agreement, to use the Customer's distinctive signs as a reference on its commercial media (paper and electronic) for the purposes of promoting and marketing the Publisher's offer.

The Parties may mention their collaboration and use their contact details as commercial references.

As such, the Parties expressly authorize themselves to refer to their respective sites by hypertext links.

CONFIDENTIALITY

Under this Agreement, confidential information (hereinafter “Confidential Information (s)”) is considered to be confidential information (hereinafter “Confidential Information (s)”), these Terms of Use, any information or data, of any nature whatsoever, including of a technical, commercial, strategic, financial, financial, economic, legal nature, financial, economic, legal regardless of the form or medium in which it is received and/or exchanged between the Parties during the negotiation and/or execution of the Contract.

The Customer expressly agrees to consider as confidential the creations relating to intellectual property rights or the elements of know-how belonging to EGERIE as well as any information that will have been transmitted to it as part of the Contract and in particular, without this list being exhaustive:

User and Administrator documentation provided by EGERIE,
The technical documentation of the Software,
Risk analysis libraries or modeling examples,
The user interface and visual representations associated with risk modeling,
The original functionalities of the Software.

The Publisher expressly agrees to consider Customer Data as confidential.

Confidential Information is not considered to be information that:

Are, at the date of signing the Contract, publicly known, or will become publicly known after it,

but in any event, in the absence of any fault of the parties to its obligation of confidentiality;

Were in the lawful possession of the other Party prior to their disclosure and were not obtained by the other Party directly or indirectly from the Party that disclosed it, and if that Party can provide evidence of such prior personal possession;
Received from a third party in a lawful and unrestricted manner, the Parties acknowledge that any Confidential Information remains in any event the exclusive property of the party who communicates it, and that its transmission does not grant any ownership or right of use over all or part of the content of the Confidential Information to the party receiving it.

As such, the Parties undertake within the framework of the Contract:

To use Confidential Information only for the purposes of the Contract;
To take all necessary measures to protect the confidentiality of Confidential Information;
To keep confidential and not to disclose or publish Confidential Information — by any means and for any purpose whatsoever directly or indirectly — to third parties to the contract to which they are parties, without the prior written authorization of the party who communicated it, which the party who communicated it may refuse at its sole discretion.

Confidential Information may be communicated only to the employees of the Parties, within the limit of what they need to know in order to carry out the tasks incumbent on them under this Contract. Each of the parties concerned remains responsible for their compliance with their obligations. Any breach of this confidentiality obligation by one of the Parties authorizes the other non-defaulting Party to terminate these Terms of Use by operation of law, subject to 30 days' notice, without the defaulting party being able to claim compensation of any kind, and notwithstanding any damages to which the non-defaulting party may claim.

Notwithstanding the above, each Party concerned may disclose Confidential Information, strictly to the extent that such disclosure has been imposed by the application of a mandatory legal or regulatory provision or by the application of a court order. In this case, the disclosing Party must inform the other Party.

This confidentiality obligation applies for the duration of this Agreement, and survives at the end of the contractual relationship, regardless of the cause, for a period of 5 years or if this period is longer, as long as the Confidential Information has not fallen into the public domain.

Upon termination or expiration of this Agreement, each of the Parties holding Confidential Information belonging to the other Party, undertakes to destroy all possible copies and to return the Confidential Information, at first request.

VARIOUS

Non-solicitation of staff

The Customer expressly renounces, during the term of execution of this Contract and for two (2) years following its term, for any reason whatsoever, to hire or have work, directly or indirectly through an intermediary, any collaborator of the Publisher who participated in the execution of the Contract, regardless of their specialization. Any breach of this obligation exposes the Customer to immediately pay to the Publisher, compensation equal to the gross remuneration of the person concerned for the last eighteen (18) months, plus employer contributions, without prejudice to damages and interests.

Independence of the parties

Each of the Parties is a legally and financially independent legal person, acting in its own name and under its sole responsibility. The Contract does not constitute an association or a mandate given by one of the Parties to the other. Each Party is therefore prohibited from making a commitment in the name and on behalf of the other party, which it cannot in any way replace.

Force Majeure

None of the Parties may be held responsible for a breach of one of the obligations imposed on it in the Contract that would result from the occurrence of a case of Force Majeure, provided however that:

The Party invoking such a case shall notify its existence to the other Party as soon as possible;
That it does everything necessary to limit the consequences; and
That it resume the execution of the Contract immediately after this case of force majeure has disappeared.

The case of force majeure suspends the obligations arising from the Contract for the duration of its existence, with the exception of obligations that can reasonably be interpreted as surviving the suspension, in particular the obligation of confidentiality and the obligations relating to the respect of the Publisher's property rights in the Software.

If the case of force majeure persists for more than fifteen (15) consecutive days, it gives rise to the automatic termination of the Contract.

For the application of this Agreement, in particular, within the definition of force majeure, the following events include: Breakdown or failure of the host; Electrical failure, fire, flood, natural disaster; Strike; War; Epidemic; Epidemic; Attacks; Uprising; Demonstration.

Changes to the contract

The Contract may only be amended or amended by means of a written amendment signed by a person duly authorized to represent each of the Parties.

Transfer of the contract

The Publisher reserves the right to transfer the rights and obligations of this Agreement to any other person. The Customer who wishes to transfer the Contract, in particular in the event of restructuring or change of control, undertakes to inform the Publisher, without delay, in writing and prior to the transaction about the terms of this transfer and the Publisher reserves the right to oppose it in the event of a transfer, direct or indirect, to a competitor of the Publisher.

Headlines

No renunciation

The fact that one of the Parties does not rely on a breach by the other Party of any of the obligations referred to herein, cannot be interpreted for the future as a waiver of the obligation in question.

Nullity and independence of clauses

Applicable law, attribution of jurisdiction

APPENDIX 1: SERVICE LEVEL COMMITMENT (SLA)

SECTION 1. DESCRIPTION OF THE SERVICES INCLUDED IN THE SUBSCRIPTION OF THE RIGHT OF USE IN MODE

SAAS

Maintenance

Maintenance refers to all the services and actions provided by the Publisher on its infrastructures, in order to provide the Software on the basis of an uninterrupted connection 7 days a week and 24 hours a day under the conditions specified in article 1.3, as well as the progressive maintenance services of the Software.

The Publisher reserves the right to develop the Software, at its discretion, but only in order to constantly improve it.

The Customer automatically benefits from Evolutions and new Major Versions, made available remotely. The Customer is responsible for downloading these Evolutions and new Major Versions.

Unless otherwise specified in the Order Form or Accepted Quotation, the Contract does not include the new modules.

These may be subject to specific pricing by the Publisher or the Authorized Partner.

The Publisher undertakes to make available to the Customer on the MyEgerie Portal the new User and Administrator documentation upon the release of any Evolution or new major Version of the Software.

Support

As part of Support services, the Publisher (or, where applicable, the Authorized Partner) undertakes to provide assistance to designated Users and to take into account the Anomalies that would affect the Software in order to remedy them.

Support levels:

Under Support, the Publisher undertakes to implement Support at three levels:

Level 1 support: this is functional support that is exclusively supported by the Authorized Partner or by the Publisher. The functional support is intended to assist the Customer, through the intermediary of the Designated Users, on questions relating to the use of the Software and its functionalities in accordance with its destination. Support does not constitute training services, which are not included in the subscription, but only for the resolution of questions that reading the Documentation cannot solve.
Level 2 support: this is technical support that is provided by the Publisher in order to take into account complex technical questions or anomalies that do not require the modification of the Software's source codes.
Level 3 Support: this is the technical support that is provided by the Publisher in order to take into account Anomalies requiring an Evolution of the Software.

Purpose and methods of contact with Support:

The User designated for this purpose may make any request relating to a reproducible operational incident or complex technical questions that he has encountered while using the Software, as well as any Anomaly, that reading the Documentation cannot resolve:

Through the Help Desk service available via the MyEgerie Portal (an account is created at the request of the Customer's designated User);
Via an email sent to the address support@egerie-software.com ;

— By phone at +33 (0) 494 638 105.

Users who contact the Publisher must be trained in the use of the Software.

Unless otherwise stipulated, the Customer has only one (1) designated User who can contact the Support included in the Contract. It is possible to have several Designated Users who can contact Support, according to the current rate. In the event of a change of contact person at the level of the Customer's Designated User, the Customer may ask the Publisher to reassign him during the term of the Contract.

Support is open from Monday to Friday 9 am to 6 pm, Paris time, excluding public holidays. The technical and commercial contacts of the Parties are recorded before the Software is made available.

SECTION 2. SUPPORT MODALITIES

The grid below shows the contractual deadlines for taking into account and resolving Anomalies following the declaration of an Anomaly by the User, according to the criticality level of the Anomaly.

Anomaly

GTI

GTR

Blocking anomaly

0.5 working day

1 working day

Semi-blocking anomaly

1 working day

3 working days

Non-blocking anomaly

2 working days

5 working days

The classification of Anomalies as blocking, semi-blocking and non-blocking is carried out by the Publisher on the basis of the information provided by the Customer and the reproducibility of the Anomaly.

The Intervention Time Guarantee (GTI) corresponds to the time between the declaration of the Anomaly and the first response provided by the Publisher.

The Recovery Time Guarantee (GTR) indicates the time required to provide the Customer with an Evolution, if necessary, or any other solution likely to bring the Software back into working condition in accordance with the Documentation. The GTR is a commitment of resources.

The Customer undertakes to cooperate with the Publisher by providing all the necessary means and resources. The Customer is required to communicate all the useful information in its possession and necessary for the execution of the Support and, where appropriate, to allow remote access to its information system by the Publisher. Otherwise, the above deadlines will not be applicable.

The method for correcting Anomalies is determined by EGERIE and may in particular include, without limitation, a workaround, patch, remote transmission, travel to the Customer's site or an Evolution of the Software. Any trip to the Customer's site will be invoiced in addition.

The implementation of the Support will be carried out in consultation with the Customer, and may result in the interruption of the operation of the Software during the intervention. If necessary, the Customer must install the Evolutions communicated by the Publisher as part of the Support. In the absence of installation by the Customer, the Publisher will be relieved of any responsibility in this respect.

The Publisher reserves the right to stop providing the Services for any previous Software with more than one Version.

major to the Major version number currently on the market.

SECTION 3. AVAILABILITY COMMITMENT

The Software is made available to the Customer by remote access, through the MyEgerie Portal.

The Parties declare that they have implemented a rigorous security policy in order to protect themselves from any computer disaster generated, in particular by viruses, logic bombs, worms or Trojan horses.

In addition, since no one can guarantee the functioning of the Internet as a whole, the Customer declares to know the Internet well, in particular its characteristics and limitations, and recognizes as such that data transmissions on the Internet only benefit from relative technical reliability, which only benefit from relative technical reliability, which circulates on heterogeneous networks with diverse characteristics and technical capabilities that are sometimes saturated at certain times of the day.

In general, the term “available” (or “availability”) refers to the fact that the Software is accessible to

Users.

The term “unavailable” (or “unavailability”) refers to the occurrence of Blocking Anomalies.

Basis of calculation - Availability rate

The Publisher makes its best efforts in order to achieve a Software availability rate of 99.99% (hereinafter the “Availability Rate”) according to the following calculation method:

(All hours for the period - Hours of non-availability)/(All hours for the period) x 100.

In the event of non-compliance with the Availability Rate not due to one of the cases detailed in article 4.3, clause 8.3 of the Terms of Use will be applicable.

Unavailability rate

The unavailability time of the Software is calculated excluding:

The time required for planned Maintenance and the regular evolution of the Software as well as for the installation of security patches. This time may correspond to one hundred twenty (120) minutes per calendar week and one hundred twenty (120) minutes per calendar month;

Planned Maintenance and regular evolution will be carried out as necessary, at the discretion of the Publisher. Insofar as these operations would impact the continuity of access to the Software, the Publisher will be required to notify the Customer within a minimum period of five (5) working days before carrying out these operations.

Interruptions due to any circumstances beyond the control of the Publisher including in particular but not limited to Internet dysfunctions, network saturation, ISP malfunctions attributable to the Customer's systems, etc.;
Interruptions due to the occurrence of Non-Blocking and Semi-Blocking Anomalies.
Interruptions of less than 60 minutes in the Publisher's infrastructures;
Interruptions due to failures in the Customer's software or hardware.

By way of derogation from the provisions of (i) above, it is specified that in the event of a security breach of any kind, an Evolution or New Version of the Software may be deployed without having to respect any particular notice period vis-à-vis the Customer. The Publisher nevertheless undertakes to notify the Customer as soon as possible by specifying the changes made that may impact the use of the Software.

SECTION 4. SAFETY

The Publisher undertakes to take all useful precautions in accordance with the state of the art to preserve the security of the Data so that they are not, as a result, deformed, damaged or communicated to unauthorized third parties.

Consequently, the Publisher undertakes to respect and to ensure that its staff comply with the following obligations:

Take all useful measures in accordance with the state of the art to avoid any misuse or fraudulent use of Customer Data;
Not to make copies of the documents and Customer Data supports provided to it, except those strictly necessary for the execution of the Contract;
Implement code audits for each Major New Version of the Software;
Implement regular tests of EGERIE applications and infrastructures;
Respect confidentiality and not disclose Customer Data to other persons, whether private or public, natural or legal persons, unless such disclosure is required by law or a competent judicial or administrative authority or is necessary in the context of legal action.

This level of security is ensured only in the case where the Customer exclusively uses the Software in accordance with its destination and the tools offered by the Publisher for the realization of the Support.

APPENDIX 2: COMPLIANCE WITH THE RGPD (DATA PROCESSING ADDENDUM)

It is recalled that within the meaning of the Applicable Regulations, the Publisher acts as a subcontractor, only on behalf of and on the instructions of the Customer, who is qualified as the person responsible for the processing of Personal Data. These instructions must be in accordance with the Applicable Regulations.

The Customer guarantees to comply with all the obligations incumbent on him and to process Personal Data in accordance with the Applicable Regulations. Consequently, it is up to the Customer to proceed, under his sole responsibility, with the procedures, declarations, requests for authorization provided for by the Applicable Regulations concerning any treatment that he carries out and data that he processes from the Software.

Taking into account the state of knowledge in accordance with the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing as well as the risks, whose degree of probability and severity varies, for the rights and freedoms of natural persons, the Customer undertakes to implement appropriate technical and organizational measures in order to guarantee a level of security adapted to the risks.

SECTION 1. DESCRIPTION OF THE TREATMENT

As a subcontractor, the Publisher is authorized to process on behalf of the Customer the Personal Data necessary to perform the Contract, in particular to host and allow access to the Software and Customer Data as well as the use of the MyEgerie Portal and to provide Support.

The nature of the operations carried out on Personal Data is: collection, registration, organization, organization, structuring, conservation, modification, extraction, communication by transmission, provision, deletion.

The purpose (s) of the processing is the execution of the Contract, namely the hosting and provision of the Software and Customer Data, the MyEgerie Portal and the realization of the Support.

The Personal Data processed as part of the use of the Software by the Customer is the data

identification and professional contact details (name, first name, email address, function, telephone).

In principle, the provision by EGERIE and the use by the Customer of the myEGerie Portal as well as the realization of the Support do not require the processing by EGERIE of Personal Data. However, the Personal Data that would nevertheless be communicated by the Customer in this context will be subject to this Annex, the category of this Personal Data being then determined by the Customer.

The categories of persons concerned are: employees, collaborators and agents of the Customer, external persons such as suppliers or contacts.

It is understood that the duration of the processing of Personal Data is equivalent to the duration of the Contract, increased by one year with regard to the backups of Customer Data made by EGERIE.

SECTION 2. OBLIGATIONS OF THE PUBLISHER

The Publisher undertakes to process Personal Data in accordance with the Customer's documented instructions, unless it is required to do so under Union law or the law of the Member State to which the subcontractor is subject. In this case, the processor informs the controller of this legal obligation before processing, unless the law concerned prohibits such information for important reasons of public interest.

The Customer's instructions consist of the provisions provided for in this Agreement, the operations carried out by the Customer himself in the context of the use of the Software, the MyEgerie Portal and the Support and any written instructions from the Customer communicated by the Customer to the Publisher as part of the execution of the Contract.

The Publisher ensures that persons authorized to process personal data undertake to respect confidentiality or are subject to an appropriate legal obligation of confidentiality.

In addition to the Customer Data security clauses, and taking into account the state of knowledge in accordance with the state of the art, the implementation costs and the nature, scope, context and purposes of the processing as well as the risks, whose degree of probability and severity varies, for the rights and freedoms of natural persons, the Publisher undertakes to implement appropriate technical and organizational measures in order to guarantee an appropriate level of security. at risks.

Given the nature of the processing of Personal Data, the Publisher undertakes to help, through appropriate technical and organizational measures, as far as possible, the Customer to fulfill its obligation to respond to requests to exercise personal rights pursuant to articles 15 to 22 of the RGPD.

In addition, the Publisher helps the Customer to ensure compliance with the obligations provided for in articles 32 to 36 of the RGPD, taking into account the nature of the processing and the information available to the Publisher, and in particular, provides the Customer with any useful information in its possession, at the latter's expense, concerning impact assessments relating to the protection of Personal Data carried out by and under the sole responsibility of the Customer as well as prior consultations with the competent supervisory authority which could unfold.

The Publisher shall notify the Customer as soon as possible after becoming aware of any violation of the security of Personal Data resulting, in an accidental or unlawful manner, in the destruction, loss, alteration, unauthorized disclosure of Personal Data transmitted, stored or processed in another way, or unauthorized access to such Personal Data.

The Publisher provides the Customer with the following information as soon as possible from the notification of the violation of the security of Personal Data and as far as possible:

The categories and approximate number of persons affected by the violation;
The categories and approximate number of personal data records concerned.

The Customer authorizes the Publisher to use subcontractors to carry out Data processing activities

personal on behalf of the Customer strictly necessary for the execution of the Contract.

The Publisher undertakes to use subcontractors offering sufficient guarantees as to the implementation of appropriate technical and organizational measures in order to meet the requirements of the Applicable Regulations.

The Publisher undertakes to contractually impose on its subcontractors obligations that are at least equivalent in terms of the protection of Personal Data than those set out in this Contract and by the Applicable Regulations.

The Publisher remains responsible to the Customer for the execution by the said subcontractor of its obligations.

The Publisher informs the Customer of any planned changes concerning the addition or replacement of other subcontractors before any action on the Personal Data by the subcontractor. If, within ten (10) working days from the receipt of the notification of said change, the Customer objects by registered letter with acknowledgement of receipt to this addition or replacement or issues detailed and justified objections to this subcontractor, the Publisher undertakes to examine them in good faith.

The Publisher is prohibited from transferring Personal Data outside the European Union, the European Economic Area and countries recognized as having an adequate level of security by the European Commission, including companies established in the United States of America certified “Privacy Shield”, without setting up the appropriate tools to supervise these transfers in application of article 46 of the RGPD and outside of the requirements strictly necessary in accordance with the Contract.

The Publisher makes available to the Customer, at the latter's expense and at his written request, a set of documents to demonstrate and verify compliance with the Publisher's obligations as a subcontractor within the meaning of the Applicable Regulations. The Publisher immediately informs the Customer if, in its opinion, an instruction constitutes a violation of this regulation or other provisions of Union law or Member State law relating to data protection.

Upon termination of the Contract, the Publisher will return (under the conditions provided for in the Contract) or delete, at the Customer's choice, the Personal Data and any copies of such Personal Data, unless European Union law or French law requires the conservation of this Personal Data (it being specified that the backups made by EGERIE are deleted within one year from the end of the Contract).

The Customer undertakes to indicate to the Publisher at the time of signing the Contract the person to contact for any information, communications, notifications or requests. In the absence of an indication by the Customer, the designated User will be considered to be the said person to be contacted.

The Publisher undertakes to cooperate with the competent data protection authorities, in particular in the event of a request for information or control.

APPENDIX 3: OPEN SOURCE SOFTWARE USED FOR EGERIE RISK MANAGER AND EGERIE PRIVACY MANAGER SOFTWARE

SERVER LIBRARIES

silex/silex (v1.2) —> MIT license
twig/twig (v1.16) —> BSD license
symfony/monolog-bridge (v2.4) —> MIT license
silex/web-profiler (v1.0) —> MIT license
symfony/translation (v2.3) —> MIT license
symfony/config (v2.3) —> MIT license
symfony/yaml (v2.3) —> MIT license
symfony/security (v2.8.33) —> MIT license
symfony/twig-bridge (v2.4) —> MIT license
symfony/validator (v2.8) —> MIT license
dflydev/doctrine-orm-service-provider (v1.0) —> MIT license
knplabs/console-service-provider (v1.0) —> MIT license
saxulum/saxulum-webprofiler-provider (v1.1) —> MIT license
dominikzogg/doctrine-orm-manager-registry-provider (v1.2) —> MIT license
doctrine/doctrine-bundle (v1.5) —> MIT license
gedmo/doctrine-extensions (v2.4) —> MIT license
jms/serializer (v1.1) —> MIT license
kriansa/h2p (v2.0) —> MIT license
jakoch/phantomjs-installer (v2.1) —> MIT license
gargron/fileupload (v1.5.1) —> MIT license
symfony/form (v2.8) —> MIT license
symfony/serializer (v3.1) —> MIT license
symfony/doctrine-bridge (v2.7) —> MIT license
ezyang/htmlpurifier (v4.9) —> LGPL-2.1-OR-later license
behat/mink-dropper-driver (v1.2) —> MIT license
behat/mink-browserkit-driver (v1.3) —> MIT license
swiftmailer/swiftmailer (v5.4) —> MIT license
dmore/behat-chrome-extension (v1.2) —> MIT license
jumbojett/openid-connect-php (v0.3.0) —> Apache-2.0 license
cnam/security-jwt-service-provider (v1) —> GNU General Public License v2.0
ramsey/uuid-doctrine (v1.4) —> MIT license
saxulum/saxulum-doctrine-orm-manager-registry-provider (v2.2) —> MIT license
onelogin/php-saml (v3.2) —> MIT license
symfony/browser-kit (v2.4) —> MIT license
symfony/css-selector (v2.4) —> MIT license
phpunit/phpunit (v5.6) —> BSD-3-clause license
behat/behat (v3.5) —> MIT license
behat/mink (v1.7) —> MIT license
behat/mink-extension (v2.3) —> MIT license
behat/mink-selenium2-driver (v1.3) —> MIT license
behat/mink-sahi-driver (v1.2) —> MIT license

CLIENT LIBRARIES (BROWSER)

select2 (v2 4.0.3) —> MIT license
bootstrap-slider.min.js (v10.0.0) —> MIT license
jquery.fileDownload (v1.4.4) —> MIT license
jquery.slimscroll (v1.2.0) —> MIT license
bootstrap-toggle.min (v2.2.0) —> MIT license
tinymce (v4.7.4) —> LGPL-2.1-only license
bootstrap-multiselect.min (v2.0) —> Apache-2.0 license
jquery (v1.9) —> MIT license
bootstrap (v3.3.5) —> MIT license
ReactJS (v15.0.0) —> MIT license
react-dom (v15.0.0) —> MIT license

CLIENT LIBRARIES PURCHASED (BROWSER)

RappiDjs https://www.jointjs.com/
HichChart https://shop.highsoft.com/
Theme Color Admin https://wrapbootstrap.com/theme/color-admin-5-admin-template-4-frontend - WB0N89JMK

SYSTEM COMPONENTS

Debian —> GPL license
MySQL —> GPL license
PHP —> License not Copyleft
Apache —> GPL license
Samba —> GPL license

TERMS OF USE: ON PREMISE SUBSCRIPTION OF EGERIE RISK MANAGER AND EGERIE PRIVACY MANAGER SOFTWARE

These Terms of Use of the EGERIE Risk Manager Software and/or the EGERIE Privacy Manager Software (hereinafter referred to as “The Software”) apply to all the provision of the Software in On-Premise mode by the company EGERIE SOFTWARE, a simplified joint stock company with a capital of 388,967.50 euros, with a capital of 388,967.50 euros, having its registered office in Toulon, having its registered office in Toulon at 44 boulevard de Strasbourg, registered with the Toulon Trade and Companies Register, under the number 817 640 997.50 euros. 8, represented by its President (hereinafter referred to as “the Publisher” or “EGERIE”).

These Terms of Use apply in case of subscription of the right to use the Software and/or to the provision of Services directly to EGERIE or through an Authorized Partner.

OBJECT

The purpose of these Terms of Use is to define the terms and conditions for the provision of the Software and the provision of Services by the Publisher to the Licensee and to the Users, and for the non-exclusive grant of rights to use the Software, without authorization to sublicense. These rights to use the Software are non-transferable and non-transferable. The license granted is a license in subscription mode” On Premise ” usable according to the conditions defined below.

It is recalled that the Software is not a tool for detecting and treating risks in real time, but that it offers an analysis based on the data entered or imported by the Licensee. The Software is a decision aid and the decision is and remains the sole responsibility of the Licensee.

By these Terms of Use, the Licensee acknowledges having read the technical and functional information of the Software and Services. The Licensee acknowledges that the Software, know-how and Services of EGERIE as well as their developments — including any developments suggested by the Licensee or its Users and implemented by EGERIE — are subject to legal protection, in particular under intellectual property rights. As such, the Publisher retains all intellectual property rights on all protected or protectable elements relating to the Software and the Services.

In the same way, the Licensee remains the owner of all the rights to its data and products that are specific to it.

DEFINITIONS

In these Terms of Use, the following terms used with a capital letter, singular or plural, will have the following meaning:

− Anomaly: refers to any incident, defect, malfunction or any non-compliance of the functionalities of the Software with respect to the Documentation, reproducible by the Licensee and verified by the Publisher, which prevents the normal functioning of all or part of the Software or which causes an incorrect result or an inadequate treatment while the Software is used in accordance with its Documentation and its destination.

− Blocking anomaly: refers to an Anomaly that makes the Software or one of its essential functionalities completely unavailable.

− Non-blocking anomaly: refers to any Anomaly affecting the operation of the Software but not constituting a Blocking Anomaly or a Semi-Blocking Anomaly.

− Semi-blocking anomaly: refers to any Anomaly that allows only partial use of the functionalities of the Software.

− Order form or quotation accepted: means any document or exchange stipulating the details of the right to use the Software and Services accepted by EGERIE (or the Authorized Partner) and the Licensee.

− Delivery note: refers to the document issued by the Publisher recalling all the characteristics of the order made by the Licensee, except for the price.

− Source code: refers to the Software code filed by the Publisher for the EGERIE Risk Manager and/or EGERIE Privacy Manager software with the Program Protection Agency and its versions of the Software as of date.

− Special conditions: means the information contained in the Order Form or any other document expressly accepted by the Parties concerning the right to use the Software or the Services.

− Terms of Use: means these terms and conditions.

− Sales conditions : refers to the terms and conditions of the Publisher applicable to any order for the right to use the Software and/or Services by the Customer, attached to the Order Form, applicable when the Customer enters into a direct agreement with the Publisher.

− Contract: refers to these Terms of Use, including its appendices, the Delivery Note and the Special Conditions or Order Form or Quotation accepted as well as in the case of direct sale by EGERIE the Conditions of Sale.

− Documentation: refers to the technical and functional manuals and all information relating to the Software accessible and updated on the Licensee's myEGerie Portal and/or communicated by EGERIE.

− Licensee data: refers to the information (including Personal Data) that the Licensee owns and/or is responsible for, that the Licensee enters, enters, enters, informs, transmits, collects, stores and/or processes and, where applicable, communicates to EGERIE as part of the provision of the Support and the use of the Software and the myEGerie Portal.

− Personal data : refers to the personal data that the Customer processes in the capacity of data controller and that EGERIE is likely to process as a subcontractor, within the meaning of Law No. 78-17 of January 6, 1978 as amended, known as Informatique et Libertés, and the General Data Protection Regulation (EU) 2016/679 of the European Parliament and Council of April 27, 2016 (referred to as “GDPR”) and the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 (known as “GDPR”), this regulatory body being referred to below “Applicable regulations”.

− Evolution : refers to the functional and/or technical evolution of the Software, as ensured by regular updates, identified by the transition from one minor version to the next (the minor version number being identified by the second number of the version number (Y for a version named X.yz)) or from one minor version revision to the next (the number of a revision being identified by the third number of the version number (Z for a version named X.yz)). The concept of Evolution does not include major releases and new modules.

− Business day: refers to a day between Monday and Friday and which is not a public holiday in mainland France.

− Licensee: refers to the legal entity that has accepted the Terms of Use and has acquired a right to install and use the Software On Premise.

− Software: refers to the EGERIE Risk Manager and/or EGERIE Privacy Manager software and all related object code programs, in the version provided for in the Order Form or Accepted Quotation, including the Changes as defined above, as well as the related Documentation.

− Maintenance: refers to all the services and actions provided by the Publisher, in order to review and improve the Software described in the Terms of Use.

− Authorized partner : refers to the company approved by the Publisher that promotes and markets the right to use the Software and the Services to the Licensee.

− myEgerie portal: refers to the space made available to the Licensee by the Publisher.

− Department (s): refers to all the services associated with the Software provided by EGERIE or an Authorized Partner, such as Support and Maintenance services that are included in the subscription to the right to use the Software and the Additional Services expressly provided for in the Order Form or Accepted Quotation.

− Complementary service (s): refers to the services provided by the Authorized Partner or the Publisher not included in the right to use the Software, specifically provided for in the Order Form or Accepted Quotation.

− Bracket: refers to all the technical or functional services provided by the Publisher or its Authorized Partner following a request for support described in the Terms of Use.

− User: means any natural person (such as an employee, subcontractor or consultant of the Licensee) using the Software under the responsibility of the Licensee in accordance with the provisions of the Agreement. The Licensee is committed to compliance with the Terms of Use by Users and remains solely responsible to the Publisher for any violation of the Terms of Use by a User.

− Designated user: refers to any natural person using the Portal MyEgerie and the Support department designated in writing to EGERIE when ordering.

− Major version: refers to a version of the Software launched on the market by the Publisher, including a set of computer programs identified by the version number (the major version number being identified by the first number of the version number (X for a version named X.yz)). The concept of Major Version does not include new modules.

HIERARCHICAL ORDER OF CONTRACTUAL DOCUMENTS

The Contract consists of the following contractual documents presented in hierarchical order of decreasing legal value: these Terms of Use, and where applicable, the Conditions of Sale, the annexes, the Delivery Note, the Delivery Note, the Order Form or the Accepted Quotation. In the event of a contradiction between one and/or more provisions contained in any of these documents, the higher-ranking document will prevail.

ENTRY INTO FORCE - DURATION - RENEWAL

The Contract comes into force as of the acceptance of the Purchase Order or any document or exchange materializing the order made to the Publisher by the Licensee, or where applicable, the Authorized Partner.

Unless otherwise stipulated in the Order Form or Accepted Quotation, the Contract is concluded for a period of one (1) year from the issuance of the Delivery Note by the Publisher.

The Licensee has a period of ten (10) days from the issuance of the Delivery Note to contest access to the Software, concerning the number of licenses or users or any other element of the order. In the absence of dispute, the provision of the Software is deemed to be in compliance.

At the end of the initial term, unless otherwise specified in the Order Form or Accepted Quotation, the Contract may be renewed only by written agreement of both Parties.

The Licensee undertakes to pay the Publisher or its Authorized Partner in accordance with the applicable sales conditions.

SOFTWARE USAGE RIGHTS AND LIMITATIONS, INTELLECTUAL PROPERTY

Droits d’utilisation et limites

Le Contrat confère au Licencié un droit d’installation et d’utilisation du Logiciel, comprenant l’accès aux Evolutions du Logiciel, les nouvelles Versions Majeures et les prestations de Support et de Maintenance prévues au présent Contrat, ainsi que le cas échéant, les Services Complémentaires de l’Editeur figurant sur le Bon de commande ou Devis accepté, pendant une durée déterminée.

Le droit d’installation et d'utilisation du Logiciel, accordé en vertu du Contrat et pour sa durée, permet au Licencié d'utiliser le Logiciel, pour ses besoins propres, conformément à sa destination et la Documentation. Le nombre d’Utilisateurs est indiqué dans le Bon de livraison.

Dans le cas où le Licencié souhaiterait modifier les termes des droits d’utilisation souscrits tels que précisés dans le Bon de livraison (nombre d’Utilisateurs, souscription à un nouveau module…), il en avisera par écrit l’Editeur ou le Partenaire Agréé. Ce dernier proposera un nouveau devis qui devra être accepté avant mise à jour effective des demandes.

Au titre du droit d'utilisation concédé par le présent Contrat, le Licencié pourra reproduire sur ses serveurs de production (à l’exception des besoins de préproduction et validation, sauf mention contraire sur le Bon de commande ou Devis accepté), de façon permanente ou provisoire, le Logiciel, aux fins de chargement, affichage, exécution, transmission ou stockage du Logiciel aux fins d’exécution du présent Contrat, c’est-à-dire pour l’utilisation du Logiciel conformément à sa Documentation et à sa destination. Le Licencié pourra effectuer une copie de sauvegarde du Logiciel, sauf si ladite copie est fournie par l’Editeur. Le Licencié aura sur la copie de sauvegarde les mêmes droits et obligations que sur l'exemplaire du Logiciel concédé en licence.

En dehors des droits concédés au présent Contrat et sans préjudice de ceux-ci, le Licencié n'est pas autorisé au titre des présentes à :

Copier, imprimer, transférer, transmettre ou afficher tout ou partie du Logiciel ;
Vendre, louer, sous-licencier ou distribuer de quelque façon que ce soit le Logiciel ;
Modifier le Logiciel et/ou fusionner tout ou partie du Logiciel dans d'autres programmes informatiques sans autorisations préalables de l’Editeur ;
Intervenir ou faire intervenir un tiers sur le Logiciel notamment au titre de la maintenance ;
Compiler le Logiciel, le décompiler, le désassembler, le traduire, l'analyser, procéder au reverse engineering ou tenter d'y procéder, sauf dans les limites autorisées par la loi ;
Réaliser des traitements ou des prestations informatiques quelconques pour des tiers en utilisant le Logiciel, notamment des travaux à façon.

Il est précisé que l’Editeur se réserve le droit de corriger les erreurs que le Logiciel pourrait contenir.

Le Licencié et les Utilisateurs s’interdisent de porter atteinte de quelque manière que ce soit au Logiciel et notamment d’utiliser le Logiciel de manière non-conforme à sa destination et aux conditions fixées par le Contrat.

Les présentes Conditions d’Utilisation confèrent au Licencié un droit d’installation et un droit d’usage et ne confèrent au Licencié aucun droit de propriété relatif au Logiciel, à sa technologie ou aux droits de propriété intellectuelle détenus par l’Editeur.

Le Licencié convient qu’aucune disposition du présent Contrat ne saurait lui conférer un quelconque droit, titre ou intérêt sur les signes distinctifs de l’Editeur.

Code source

L’Editeur garantit avoir déposé les codes sources du Logiciel auprès de l’Agence de Protection des Programmes sous la dénomination EGERIE Risk Manager et EGERIE Privacy Manager et dont les numéros IDDN sont : IDDN.FR.001.360008.000.S.P.2019.000.20700, IDDN.FR.001.360008.001.S.P.2019.000.30000, IDDN.FR.001.140014.000.S.P.2018.000.10000, IDDN.FR.001.070014.000.R.C.2013.000.10000.

L’Editeur permet au Licencié l'accès aux codes source du Logiciel dans les cas suivants :

En cas de redressement judiciaire de l’Editeur sans reprise des engagements de l’Editeur envers le Licencié dans la décision ou le jugement prononçant le redressement ;
En cas de liquidation amiable ou judiciaire de l’Editeur sans reprise des engagements de l’Editeur envers le Licencié dans la décision ou le jugement prononçant la liquidation ;
En cas de cession du Logiciel à une tierce partie sans reprise des engagements de l’Editeur envers le Licencié dans l’acte de cession ;
En cas de cession des activités ou/et du fonds de commerce de l’Editeur à une tierce partie sans reprise des engagements de l’Editeur envers le Licencié dans l’acte de cession.

L’accès aux éléments déposés aura lieu dans les cas prévus ci-avant et selon la procédure d’accès aux éléments déposés de l’APP.

L’accès aux éléments déposés sera autorisé par la Commission d’Accès de l’APP sur présentation d’une copie du Contrat contenant la clause d’accès et des éléments matérialisant de manière indiscutable que l’un ou plusieurs des cas listés ci-dessus sont réalisés.

La duplication des codes sources sera réalisée à l’identique à partir de la dernière mise à jour du dépôt, sauf demande expresse formulée par le Licencié d’accéder à un dépôt antérieur, par un agent de l'APP. Les frais liés à la demande d’accès et à la procédure de mise à disposition des codes sources seront supportés par le Licencié.

Le Licencié ne pourra utiliser les éléments déposés que dans la limite des droits qui lui ont été concédés par l’Editeur, l'accès aux éléments déposés ne transférant aucun autre droit.

Il est entendu entre les Parties que les codes sources comprennent, outre les programmes du Logiciel annotés pouvant être lus et interprétés par toute personne connaissant le langage dans lequel ils sont écrits, une documentation de conception détaillée.

A l’exclusion des hypothèses préalablement énoncées dans le présent article, le Licencié s’engage à ne faire aucun traitement, y compris une consultation du code source des Logiciels. Il s’engage à ce que cette obligation soit respectée par ses collaborateurs et préposés, et par tout tiers placé sous sa responsabilité. Il se porte-fort du respect de cette obligation.

OBLIGATIONS DU LICENCIÉ

Obligations générales du Licencié

Le Licencié s’engage à respecter les prérequis communiqués par EGERIE pour l’installation et l’utilisation du Logiciel.

Le Licencié :

S’engage à n’utiliser le Logiciel que conformément à sa destination professionnelle, à sa Documentation et pour

les seuls besoins de son activité ;

Est seul responsable des contenus diffusés et/ou téléchargés et assume l’entière responsabilité de la nature, du contenu, de l’exactitude, de l’intégrité et de la légalité des données traitées, stockées ou transmises dans le cadre de l’utilisation du Logiciel, ainsi que de l’exploitation qui en découle. En particulier, compte tenu de la finalité du Logiciel, le Licencié s’interdit d’envoyer ou de stocker des données à caractère non professionnel et plus généralement des données à caractère illicite, obscène, diffamatoire ou des données illégales ou en violation du droit d’un tiers, de la protection des mineurs ou de la vie privée ;
S’engage à ne pas distribuer le Logiciel, le mettre à la disposition de tiers ou le louer ;
S’engage à ne pas altérer ou perturber l’intégrité ou l’exécution du Logiciel ou des données qui y sont contenues
S’engage à ne pas tenter d’obtenir un accès non autorisé au Logiciel ou aux systèmes ou réseaux qui lui sont associés.

Afin de vérifier l’intégrité du Logiciel et le respect du présent article, le Logiciel génère des requêtes vers le Portail MyEGERIE. Les données anonymisées et chiffrées obtenues permettent uniquement à l’Editeur de comparer des hashs avec les clés de licence associées.

Pour contrôler l’intégrité du Code source du Logiciel, l’Editeur se réserve le droit d’effectuer un audit de code chez le

Licencié après notification préalable avec un préavis de quinze (15) jours.

Utilisation du Logiciel par le Licencié

Le Logiciel sera utilisé par le Licencié sous ses seuls contrôle, direction et responsabilité. Le Licencié se porte garant du respect du présent Contrat par les Utilisateurs.

Par conséquent, relèvent notamment de la responsabilité du Licencié :

La mise en œuvre de tous procédés et mesures utiles destinés à protéger ses postes de travail, matériels, progiciels, logiciels, mots de passe, notamment contre tout virus et intrusions ;
Le choix du fournisseur d'accès ou du support de télécommunication, le Licencié devant prendre en charge les demandes administratives et contracter les abonnements nécessaires dont il supportera le coût ;
Les prérequis pour les postes de travail ou le serveur tels que définis dans la Documentation ;
La désignation, parmi son personnel, d’un contact privilégié de l’Editeur agissant en tant qu’administrateur du service, pour le Licencié, et notamment pour ce qui concerne le Support ;
L'utilisation, le stockage et la gestion des identifiants et/ou des codes d'accès qui lui sont remis à l’occasion de la mise à disposition du Logiciel. Il s'assurera qu'aucune personne non autorisée par ses soins n'a accès au Logiciel;
Les erreurs commises par son personnel dans l'utilisation du Logiciel et des procédures qui lui permettent de se connecter au Logiciel notamment concernant les moyens d’accès et de navigation internet ;
Le Licencié déclare faire son affaire personnelle de la sauvegarde des Données.

L’Editeur et le Licencié déclarent que les informations techniques fournies et exploitées par le Logiciel ainsi que celles concernant les connexions font foi entre eux jusqu'à preuve du contraire.

En ce qui concerne les Données Licencié, exploitées dans le cadre de l’accès au Portail MyEGERIE, l’Editeur sera dégagé de toute responsabilité concernant la qualité et la transmission électronique des données lorsqu'elles emprunteront les réseaux de télécommunication et plus généralement la qualité et la fiabilité des liaisons de télécommunication entre les postes de travail du Licencié et le point d’accès au Logiciel. L’Editeur ne saurait, en outre, être tenu responsable de la destruction accidentelle des Données Licencié par le Licencié.

Obligation de vigilance du Licencié

Toute utilisation des identifiants et mots de passe des Utilisateurs est réputée constituer une utilisation du Logiciel par le Licencié, ce que ce dernier reconnaît expressément. Le Licencié conserve à tout moment la responsabilité de son personnel et est soumis à une obligation de contrôle le concernant.

Le Licencié est seul responsable, notamment :

Du contenu des données, de leur conformité avec les réglementations applicables, et plus généralement, de toute information qu’il dépose sur le Portail MyEGERIE qu’il distribue ou conserve pour son compte dans le cadre de l’utilisation du Logiciel ;
De la sauvegarde régulière de ses données ;
D’une éventuelle utilisation frauduleuse de l’identifiant et/ou du mot de passe ou de toute usurpation d’identité d’un des Utilisateurs ;
Du dépôt de documents ou de bibliothèques sur le Portail MyEGERIE, telles que des modèles d’analyses de risque en vue de contribuer à l’enrichissement de la base de ressources partagées. Il est de la responsabilité du Licencié d’assurer leur anonymisation et l’absence de données confidentielles, sensibles ou stratégiques dans les documents mis à disposition ;
De s’assurer que les Utilisateurs disposent du niveau de connaissance nécessaire pour utiliser le Logiciel ;
De fournir aux Utilisateurs les indications nécessaires à une utilisation sécurisée du Logiciel, et notamment,

l’obligation de garder strictement personnels et confidentiels leurs identifiants et mots de passe d’accès ;

D’avertir l’Editeur de toute modification ou évolution susceptible d’affecter le fonctionnement du Logiciel.

Pendant la durée du Contrat, le Licencié a la faculté d’exporter l’intégralité des Données Licencié. Le Logiciel n’étant pas un logiciel de sauvegarde, il est de la responsabilité du Licencié d’exporter et sauvegarder régulièrement ses Données Licencié.

Installation

Le Licencié est tenu de procéder à un contrôle du bon fonctionnement du Logiciel lors de la mise à disposition du

Logiciel. L’installation du Logiciel reste à la charge du Licencié, sauf mention contraire figurant au Bon de commande.

Administration des Utilisateurs

Le Licencié dispose d’un droit d’utilisation du Logiciel pour le nombre d’Utilisateurs prévus dans le Bon de Livraison.

La création du compte disposant du profil « SuperAdministrateur » est de la responsabilité exclusive du Licencié lors de la phase d’initialisation du Logiciel, et ce, sur la base des instructions fournies par l’Editeur. Le licencié s’engage à créer et conserver l’identifiant et le mot de passe du profil « SuperAdministrateur ». Le Licencié assume la responsabilité exclusive de la sécurité et la disponibilité des comptes d’administration « SuperAdministrateur » permettant l’administration du Logiciel.

La création des autres comptes et l’attribution des droits associés sont à la charge du Licencié. Il est de la responsabilité exclusive du Licencié et de ses Utilisateurs de choisir des identifiants et des mots de passe respectueux des bonnes pratiques de sécurité. De manière générale, le Licencié assume la responsabilité exclusive de la sécurité des identifiants et mots de passe permettant l’accès au Logiciel ainsi que la sécurité des postes individuels à partir desquels les Utilisateurs utilisent le Logiciel.

Le Licencié doit veiller à la non-divulgation des comptes et des mots de passe associés à des personnes non autorisées.

DONNÉES

Propriété des données

Chacune des Parties est et demeure propriétaire de ses propres données. Chaque Partie reste seule propriétaire du savoir-faire qu’elle possède indépendamment du présent Contrat ou qu’elle acquiert au cours de l’exécution de ce Contrat et demeure par conséquent libre de l’utiliser. L’Editeur sera donc libre d’effectuer des prestations analogues pour le compte d'autres clients. Aucune des Parties ne pourra revendiquer un droit quelconque sur le savoir-faire de l’autre Partie.

Elles s’interdisent d’utiliser, modifier, céder ou transférer à un tiers, en totalité ou en partie, à titre onéreux ou gratuit, les données qui auraient pu être échangées à l'occasion de l'exécution du Contrat pour d’autres fins que sa mise en œuvre.

En particulier, le Licencié s’interdit d’utiliser à des fins commerciales des documents mis à disposition sur le Portail MyEGERIE.

L’Editeur s’interdit d’utiliser, modifier, céder ou transférer à un tiers, en totalité ou en partie, à titre onéreux ou gratuit, les données qui auront pu lui être communiquées par le Licencié à l'occasion de l’exécution du Contrat, pour d’autres fins que celles du présent Contrat (incluant les opérations nécessaires à l'établissement par l’Editeur de ses factures et statistiques d'utilisation ainsi qu'à la fourniture de toute explication concernant l'exécution du Support).

Le Licencié reconnaît que l’Editeur pourra compiler des informations statistiques agrégées et rendues anonymes et pourra les rendre publiques à condition qu’elles n’identifient pas les informations confidentielles du Licencié et qu’elles ne comprennent aucune Donnée personnelle. L’Editeur conserve tous les droits de propriété intellectuelle sur les résultats de ces traitements statistiques.

Localisation

Les Données Licencié, exploitées dans le cadre de l’utilisation du Portail MyEGERIE et du Support, sont hébergées en France.

Protection des Données personnelles

En principe, la mise à disposition par EGERIE et l’utilisation par le Licencié du Portail MyEGERIE ainsi que la réalisation du Support ne supposent pas le traitement par EGERIE de Données Personnelles et le Licencié s’engage à ne pas communiquer de Données personnelles à EGERIE dans ce cadre.

Si toutefois, des Données personnelles étaient communiquées, en vue de respecter la Règlementation en Vigueur, les dispositions suivantes seront applicables : au sens de la Règlementation Applicable, notamment du RGPD, l’Editeur agit, pour le Support et la mise à disposition du Portail MyEGERIE, en qualité de sous-traitant, uniquement pour le compte et sur les instructions du Licencié, lequel est qualifié de responsable des traitements de Données personnelles.

Les obligations de l’Editeur et du Licencié, relatives à la protection des données personnelles, figurent dans l’annexe

Protection des données stratégiques

Les données stratégiques correspondent aux données non personnelles qui revêtent, pour le Licencié, une importance particulière.

Le Licencié déclare que les Données Licencié ne comportent pas de données stratégiques. De même, il déclare ne pas transmettre de données stratégiques à l’Editeur, y compris dans le cadre du Support.

L’Editeur est dégagé de toute responsabilité en cas de stockage, chargement ou partage, par le Licencié, de données stratégiques.

OBLIGATIONS DE L’EDITEUR

Mise à disposition du Logiciel

L’Editeur communique le Bon de livraison avec l’adresse du Portail MyEGERIE, ainsi que les identifiants et codes d’accès des utilisateurs désignés du Portail MyEGERIE et du Support. Le Licencié recevra par e-mail séparé la clé de licence d’activation du Logiciel conformément au nombre d’Utilisateurs souscrits.

L’accès au Portail MyEGERIE permet aux Utilisateurs désignés de télécharger le Logiciel et de consulter la Documentation, notamment les guides d’installation (prérequis techniques et procédure d’installation), d’utilisation et d’administration du Logiciel ainsi que tous les documents fonctionnels relatifs au Logiciel.

La responsabilité de l’Editeur ne pourra en aucun cas être engagée en cas de défaut de mise à disposition du Logiciel imputable au Licencié ou en cas de force majeure.

Maintenance

La Maintenance désigne l'ensemble des prestations et actions assurées par l’Editeur sur ses Logiciels et infrastructures, en vue de la mise à disposition du Logiciel. L’Editeur s’engage à assurer une connexion au Portail MyEGERIE sur la base d’une connexion ininterrompue 7 jours sur 7 et 24 heures sur 24.

Ne sont pas prises en compte :

Les pannes des logiciels du Licencié ;
The failures of the Licensee's equipment;
Breakdowns due to the Internet network or to the operators' links connecting the Licensee to the Internet network,
Interruptions of less than 60 minutes in the Publisher's infrastructures.

The Publisher reserves the right to develop the Software, but only in order to constantly improve it.

The Licensee benefits from the Evolutions and the new Major Versions of the Software, made available on the MyEgerie Portal. The Licensee is responsible for downloading and installing these Evolutions and new Major Versions.

Unless otherwise specified in the Order Form or Accepted Quotation, the Contract does not include the new modules.

These may be subject to specific pricing by the Publisher or the Authorized Partner.

The Publisher undertakes to make available to the Licensee on the MyEgerie Portal the new User and Administrator documentation upon the release of any Evolution or new major Version of the Software.

Support

Support levels:

Under Support, the Publisher undertakes to implement Support at three levels:

Level 1 support: this is functional support that is exclusively supported by the Authorized Partner or by the Publisher. The functional support is intended to assist the Licensee, through the intermediary of the Designated Users, on matters relating to the use of the Software and its functionalities in accordance with its intended purpose. Support does not constitute training services, which are not included in the subscription, but only for the resolution of questions that reading the Documentation cannot solve.
Level 2 support: this is technical support that is provided by the Publisher in order to take into account complex technical questions or anomalies that do not require the modification of the Software's source codes.
Level 3 Support: this is the technical support that is provided by the Publisher in order to take into account Anomalies requiring an Evolution of the Software.

Purpose and methods of contact with Support:

Through the Help Desk service available via the MyEgerie Portal (an account is created at the request of the Licensee's Designated User);
Via an email sent to the address support@egerie-software.com ;

— By phone at +33 (0) 494 638 105.

Users who contact the Publisher must be trained in the use of the Software.

Unless otherwise stipulated, the Licensee has one (1) single Designated User who can contact the Support included in the contract. It is possible to have several Designated Users who can contact Support according to the current rate. In the event of a change of contact person at the level of the Licensee's Designated User, the Licensee may ask the Publisher to reassign it during the term of the Contract.

Support is open from Monday to Friday 9 am to 6 pm, Paris time, excluding public holidays. The technical and commercial contacts of the Parties are recorded before the Software is made available.

Methods of carrying out the Support

The grid below shows the contractual deadlines for taking into account and resolving Anomalies following the declaration of an Anomaly by the User according to the criticality level of the Anomaly.

Anomaly

GTI

GTR

Blocking anomaly

0.5 working day

3 working days

Semi-blocking anomaly

1 working day

5 working days

Non-blocking anomaly

2 working days

7 working days

The classification of Anomalies as blocking, semi-blocking or non-blocking is carried out by the Publisher on the basis of the information provided by the Licensee and the reproducibility of the Anomaly.

The Intervention Time Guarantee (GTI) corresponds to the time between the declaration of the Anomaly and the first response provided by the Publisher.

The Recovery Time Guarantee (GTR) indicates the time required to provide the Licensee with an Evolution, if necessary, or any other solution likely to restore the system to working order. The GTR is a commitment of resources.

The Publisher reserves the right to use the most appropriate means to correct anomalies: patch, Evolution, remote transmission, travel to the Licensee's site. Any trip to the Licensee's site will be invoiced in addition.

The Licensee undertakes to cooperate with the Publisher by providing all the necessary means and resources. The Licensee is required to communicate all the useful information in its possession and necessary for the execution of the Support and, where appropriate, to allow remote access to its information system by the Publisher. Otherwise, the above deadlines will not be applicable.

The implementation of the Support will be carried out in consultation with the Licensee, and may result in the interruption of the operation of the Software during the intervention.

The Licensee must install the Evolutions communicated by the Publisher as part of the Support. In the absence of installation by the Licensee, the Publisher will be relieved of any responsibility in this respect.

The Publisher reserves the right to stop providing the Services for any Software prior to more than one Major Version to the Major Version number currently being marketed.

Exclusions from the Services

Excluded from the Services are works and interventions concerning the installation and proper functioning of the Licensee's workstation and the Licensee's infrastructure (telecommunications, networks, security equipment) allowing the Licensee to install and use the Software as well as the services for implementing the Software (for example, installation, customization, recovery of the existing one). These services are not included in this Contract and may be the subject of Additional Services with specific pricing by the Publisher or the Authorized Partner.

Credits

In the event that the Publisher does not comply with the contractual recovery periods agreed in article 8.4, the Publisher will grant, after written notification from the Licensee, a defined credit consisting in a free extension of the term of the right to use the Software granted under this Agreement for a period corresponding to the period of unavailability of the Software due to Blocking Anomalies, to the exclusion of any other compensation.

The Licensee must notify the Publisher in writing within thirty (30) days following the last day of the month in which the recovery period has not been reached. If the Licensee does not notify the Publisher within the said period, the Licensee is assumed to have renounced the credit for the month in question.

COLLABORATION OF THE PARTIES

The proper execution of the Contract requires loyal, active and permanent collaboration between the Parties.

Therefore, each of the Parties undertakes to:

To be actively involved in the execution of its obligations;
Refrain from any conduct that may affect and/or hinder the performance of the obligations of the other Party
Provide each other with all the information and documents necessary for the execution of the Contract within a sufficient period of time.

The Parties must meet as often as necessary to ensure the smooth running of the Contract and more particularly to check the smooth running of the Service.

In addition, the Licensee undertakes to maintain sufficiently competent, qualified and trained Users in place throughout the duration of the execution of this Agreement.

RESPONSIBILITY

Under no circumstances can the Publisher be held responsible for indirect damages suffered by the Licensee that may occur as a result of or during the execution of this Contract and its consequences.

Indirect damages include, without this list being exhaustive, loss of earnings or profits, loss of opportunity, commercial damage, the consequences of complaints or claims by third parties against the Licensee, notwithstanding the fact that the Publisher would have been notified of the possibility of their occurrence.

Excluding the provisions of the article relating to the eviction guarantee or in the event of gross or fraudulent misconduct on the part of the Publisher, in the event of damage occurring to the Licensee, for any reason whatsoever and regardless of the legal basis invoked or retained, all damages combined and accumulated, will be expressly limited and may in no case exceed 75% of the amounts actually collected over the current year.

Under no circumstances can the responsibility of the Publisher be sought in case of:

Use of the Software in a manner not provided for in the User Documentation or use not expressly authorized by these Terms of Use;
Modification of all or part of the functionalities or information accessible via the Software not carried out by the Publisher or by one of the Authorized Partners designated by the latter;
Use of all or part of the Software when the Publisher, following a difficulty or for any other reason whatsoever, had recommended suspending its use;
Use of the Software and Services in an environment or according to a configuration that does not meet the Publisher's technical requirements in connection with third party programs or data not expressly approved by the Publisher
Loss of Licensee Data from the Licensee following an intervention by the Publisher or an Authorized Partner, when the Licensee did not take the precaution of saving his Licensee Data prior to this intervention when requested;
The occurrence of any damage that would result from a fault or negligence on the part of the Licensee, or that the Licensee could have avoided by seeking advice from the Publisher;
Use in connection with programs not provided or endorsed by the Publisher and likely to affect the Licensee's services or data;
Loss by the Licensee of the identifiers and passwords of the SuperAdministrator accounts,
Non-backup by Users;
Non-loading of the Evolutions made available by the Publisher;
Updates not recommended by the Editor.

EVICTION GUARANTEE

The Publisher guarantees the Licensee that he holds all the rights allowing him to conclude the Contract.

As such, the Publisher undertakes to defend the Licensee at its own expense against any action in violation of copyright or other intellectual property rights brought by a third party, and relating to the Software, provided that it has been notified immediately in writing by the Licensee in writing by the Licensee and that the alleged violation is not the result of the Licensee.

The Publisher will have sole control over how to conduct the action and will have full discretion to compromise or pursue any procedure of its choice. The Licensee must provide all the information, elements and assistance necessary to the Publisher to enable it to successfully defend itself or to reach a settlement agreement.

If all or part of the Software is recognized by a final court decision to constitute an infringement or if the Publisher considers that it is likely that the Software, in whole or in part, is considered to be infringing, the Publisher may either provide the Licensee with non-infringing software with the same functionalities, or obtain the right for the Licensee to continue to use and operate said Software, or terminate the Agreement and reimburse the amounts paid in advance by the Licensee. for the remaining period, the amounts paid by the Licensee for the use of the Software for the past period remaining vested in the Publisher.

TERMINATION

The Contract may be terminated ipso jure and without formalities by one of the Parties in the event of a breach by the other Party of any of its obligations under the Contract, and in particular the obligations provided for in articles 5 to 8, 14, 15.1 and 15.5, if this breach is not corrected within a period of thirty (30) days following receipt by the Party in breach of a registered letter with acknowledgement of receipt notifying this breach and without prejudice to any damages to which the party who initiated the termination could pretend.

In the event of the cessation of these contractual relationships and for any reason whatsoever, the Licensee undertakes either to return to the Publisher within thirty (30) days of the end of the contractual relationships, all the components of the Software, including the license activation key, the media and all the copies that have been made, by guaranteeing in writing the entirety of this delivery, or to provide in writing, a certificate certifying the destruction of the Software, the license activation key, its media and any copies that could have been made.

The Licensee undertakes to export its Licensee Data or upon the written request of the latter, the Publisher may return to the Licensee the Licensee the Licensee Data, communicated as part of the Support or on the MyEgerie Portal, in accordance with article 6.3 of these Terms of Use.

REFERENCES

The Licensee grants the Publisher a non-exclusive worldwide license, free of charge and subject to sublicense, during the term of this Agreement, allowing him to use the distinctive signs of the Licensee as a reference on his commercial media (paper and electronic) for the purposes of promoting and marketing the Publisher's services.

The Parties may mention their collaboration and use their contact details as commercial references. As such, the Parties expressly authorize themselves to refer to their respective sites by hypertext links.

CONFIDENTIALITY

Under this Agreement, confidential information (hereinafter “Confidential Information (s)”) is considered to be confidential information (hereinafter “Confidential Information (s)”), these Terms of Use, any information or data, of any nature whatsoever, including technical, commercial, strategic, financial, financial, economic, legal, financial, economic, legal, regardless of its form or medium, regardless of its form or medium, which is received and/or exchanged between the Parties during the negotiation and/or execution of the Contract.

The Licensee expressly agrees to consider as confidential the creations relating to intellectual property rights or the elements of know-how belonging to EGERIE as well as any information that has been transmitted to it under the Contract and in particular, without this list being exhaustive:

User and Administrator documentation provided by EGERIE,
The technical documentation of the Software,
Risk analysis libraries or modeling examples,
The user interface and visual representations associated with risk modeling,
The original functionalities of the Software,
If applicable, the Source Code of the Software.

Confidential Information is not considered to be information that:

Are, at the date of signing the Contract, publicly known, or will become publicly known after it, but, in any event, in the absence of any fault of the parties to its obligation of confidentiality;
Were in the lawful possession of the other Party prior to their disclosure and were not obtained by the other Party directly or indirectly from the Party that disclosed it, and if that Party can provide evidence of such prior personal possession;
Received from a third party in a lawful and unrestricted manner, the Parties acknowledge that any Information

Confidential remains in any event the exclusive property of the party who communicates it, and that its transmission does not grant any right of ownership or right of use over all or part of the content of the Confidential Information, to the party that receives it.

As such, the Parties undertake within the framework of the Contract:

To use Confidential Information only for the purposes of the Contract;
To take all necessary measures to protect the confidentiality of this Confidential Information;
To keep confidential and not to disclose or publish this Confidential Information; — by any means whatsoever and for any purpose whatsoever directly or indirectly — to third parties to the contract to which they are parties, without the prior written authorization of the Party that communicated it and which the Party may refuse at its sole discretion.

Confidential Information may be communicated only to the employees of the Parties, within the limit of what they need to know in order to carry out the tasks incumbent on them under this Contract. Each of the parties concerned remains responsible for their compliance with their obligations. Any breach of this obligation of confidentiality by one of the Parties authorizes the other party to automatically terminate these Terms of Use, subject to thirty (30) days' notice, without the defaulting party being able to claim compensation of any kind, and notwithstanding the damages to which the non-defaulting party could claim.

Notwithstanding the above, each party concerned may disclose Confidential Information, strictly to the extent that such disclosure has been imposed by the application of a mandatory legal or regulatory provision or by the application of a court order. In this case, the disclosing party must inform the other party.

Upon termination or expiration of this Agreement, each of the parties holding Confidential Information belonging to the other party, undertakes to destroy all possible copies and to return the Confidential Information, at first request.

VARIOUS

Non-solicitation of staff

The Licensee expressly renounces, during the term of execution of this Agreement and for two (2) years following its term, for any reason whatsoever, to hire or have work, directly or indirectly through an intermediary, any collaborator of the Publisher who participated in the execution of the Contract, regardless of their specialization. Any breach of this obligation exposes the Licensee to immediately pay to the Publisher, an compensation equal to the gross remuneration of the last eighteen (18) months of the person concerned, plus employer contributions, without prejudice to damages and interests.

Independence of the parties

Force Majeure

The Party invoking such a case shall notify its existence to the other Party as soon as possible;
That it does everything necessary to limit the consequences; and
That it resume the execution of the Contract immediately after this case of force majeure has disappeared.

The case of force majeure suspends the obligations arising from the Contract for the duration of its existence, with the exception of obligations that can reasonably be interpreted as surviving the suspension, in particular the obligations of confidentiality and respect for the Publisher's property rights in the Software.

If the case of force majeure persists for more than fifteen (15) consecutive days, it gives rise to the automatic termination of the Contract.

Changes to the contract

The Contract may only be amended or amended by means of a written amendment signed by a person duly authorized to represent each of the Parties.

Transfer of the contract

The Publisher reserves the right to transfer the rights and obligations of this Agreement to any other person.

The Licensee who wishes to transfer the Contract, in particular in the event of restructuring or change of control, undertakes to inform the Publisher, without delay, in writing and prior to the transaction about the terms of this transfer and the Publisher reserves the right to oppose it in the event of a transfer, direct or indirect, to a competitor of the Publisher.

Headlines

No renunciation

Nullity and independence of clauses

Applicable law, attribution of jurisdiction

APPENDIX 1: OPEN SOURCE SOFTWARE USED FOR EGERIE RISK MANAGER AND EGERIE PRIVACY MANAGER SOFTWARE

SERVER LIBRARIES

silex/silex (v1.2) —> MIT license
twig/twig (v1.16) —> BSD license
symfony/monolog-bridge (v2.4) —> MIT license
silex/web-profiler (v1.0) —> MIT license
symfony/translation (v2.3) —> MIT license
symfony/config (v2.3) —> MIT license
symfony/yaml (v2.3) —> MIT license
symfony/security (v2.8.33) —> MIT license
symfony/twig-bridge (v2.4) —> MIT license
symfony/validator (v2.8) —> MIT license
dflydev/doctrine-orm-service-provider (v1.0) —> MIT license
knplabs/console-service-provider (v1.0) —> MIT license
saxulum/saxulum-webprofiler-provider (v1.1) —> MIT license
dominikzogg/doctrine-orm-manager-registry-provider (v1.2) —> MIT license
doctrine/doctrine-bundle (v1.5) —> MIT license
gedmo/doctrine-extensions (v2.4) —> MIT license
jms/serializer (v1.1) —> MIT license
kriansa/h2p (v2.0) —> MIT license
jakoch/phantomjs-installer (v2.1) —> MIT license
gargron/fileupload (v1.5.1) —> MIT license
symfony/form (v2.8) —> MIT license
symfony/serializer (v3.1) —> MIT license
symfony/doctrine-bridge (v2.7) —> MIT license
ezyang/htmlpurifier (v4.9) —> LGPL-2.1-OR-later license
behat/mink-dropper-driver (v1.2) —> MIT license
behat/mink-browserkit-driver (v1.3) —> MIT license
swiftmailer/swiftmailer (v5.4) —> MIT license
dmore/behat-chrome-extension (v1.2) —> MIT license
jumbojett/openid-connect-php (v0.3.0) —> Apache-2.0 license
cnam/security-jwt-service-provider (v1) —> GNU General Public License v2.0
ramsey/uuid-doctrine (v1.4) —> MIT license
saxulum/saxulum-doctrine-orm-manager-registry-provider (v2.2) —> MIT license
onelogin/php-saml (v3.2) —> MIT license
symfony/browser-kit (v2.4) —> MIT license
symfony/css-selector (v2.4) —> MIT license
phpunit/phpunit (v5.6) —> BSD-3-clause license
behat/behat (v3.5) —> MIT license
behat/mink (v1.7) —> MIT license
behat/mink-extension (v2.3) —> MIT license
behat/mink-selenium2-driver (v1.3) —> MIT license
behat/mink-sahi-driver (v1.2) —> MIT license

CLIENT LIBRARIES (BROWSER)

select2 (v2 4.0.3) —> MIT license
bootstrap-slider.min.js (v10.0.0) —> MIT license
jquery.fileDownload (v1.4.4) —> MIT license
jquery.slimscroll (v1.2.0) —> MIT license
bootstrap-toggle.min (v2.2.0) —> MIT license
bootstrap-multiselect.min (v2.0) —> Apache-2.0 license
jquery (v1.9) —> MIT license
bootstrap (v3.3.5) —> MIT license
ReactJS (v15.0.0) —> MIT license
react-dom (v15.0.0) —> MIT license

CLIENT LIBRARIES PURCHASED (BROWSER)

RappiDjs https://www.jointjs.com/

HichChart https://shop.highsoft.com/

Theme Color Admin https://wrapbootstrap.com/theme/color-admin-5-admin-template-4-frontend-WB0N89JMK

SYSTEM COMPONENTS

Debian —> GPL license
MySQL —> GPL license
PHP —> License not Copyleft
Apache —> GPL license
Samba —> GPL license

‍

APPENDIX 2: COMPLIANCE WITH THE RGPD (DATA PROCESSING ADDENDUM)

In principle, the provision by EGERIE and the use by the Licensee of the MyEGerie Portal as well as the realization of the Support do not require the processing by EGERIE of Personal Data and the Licensee undertakes not to communicate Personal Data to EGERIE in this context.

If, however, Personal Data were communicated, in order to comply with the Regulations in Force, the following provisions will be applicable.

It is recalled that within the meaning of the Applicable Regulations, the Publisher acts as a subcontractor, only on behalf of and on the instructions of the Licensee, who is qualified as the person responsible for the processing of Personal Data. These instructions must comply with the Applicable Regulations.

The Licensee guarantees to comply with all the obligations incumbent on him and to process Personal Data in accordance with the Applicable Regulations. Consequently, it is up to the Licensee to proceed, under his sole responsibility, with the procedures, declarations, requests for authorization provided for by the Applicable Regulations concerning any treatment that he carries out and data that he processes from the Software.

Taking into account the state of knowledge in accordance with the state of the art, the costs of implementation and the nature, scope, context and purposes of the treatment as well as the risks, whose degree of probability and severity varies, for the rights and freedoms of natural persons, the Licensee undertakes to implement appropriate technical and organizational measures in order to guarantee a level of security adapted to the risks.

DESCRIPTION OF THE TREATMENT

As a subcontractor, the Publisher is authorized to process on behalf of the Licensee the Personal Data necessary to perform the Contract, in the context of the use of the MyEgerie Portal by the Licensee and to provide the Support in the event that the Licensee communicates Personal Data in this context.

In this case, the nature of the operations carried out on Personal Data is: collection, registration, organization, organization, organization, structuring, conservation, modification, extraction, communication by transmission, provision, deletion.

The purpose (s) of the processing is the execution of the Contract, namely the provision of the MyEgerie Portal and the realization of the Support.

The personal data processed is the Personal Data that would be communicated by the Licensee on the MyEgerie Portal or during the Support.

The categories of persons concerned are: employees, collaborators and agents of the Licensee, external persons such as suppliers or contacts.

It is understood that the duration of the processing of Personal Data is equivalent to the duration of the Contract, increased by one year with respect to the backups made by EGERIE.

OBLIGATIONS OF THE PUBLISHER

The Publisher undertakes to process Personal Data in accordance with the Licensee's documented instructions, unless required to do so under Union law or the law of the Member State to which the subcontractor is subject. In this case, the processor informs the controller of this legal obligation before processing, unless the law concerned prohibits such information for important reasons of public interest.

The Licensee's instructions consist of the provisions provided for in this Agreement, the operations carried out by the Licensee himself in connection with the use of the MyEgerie Portal and the Support and any written instructions from the Licensee communicated by the Licensee to the Publisher as part of the execution of the Contract.

The Publisher ensures that persons authorized to process personal data undertake to respect confidentiality or are subject to an appropriate legal obligation of confidentiality.

In addition to the Licensee Data security clauses, and taking into account the state of knowledge in accordance with the state of the art, the implementation costs and the nature, scope, context and purposes of the processing as well as the risks, whose degree of probability and severity varies, for the rights and freedoms of natural persons, the Publisher undertakes to implement appropriate technical and organizational measures in order to guarantee a level of security. adapted to risks.

Given the nature of the processing of Personal Data, the Publisher undertakes to help, through appropriate technical and organizational measures, as far as possible, the Licensee to fulfill its obligation to respond to requests to exercise the rights of individuals pursuant to articles 15 to 22 of the RGPD.

In addition, the Publisher helps the Licensee to ensure compliance with the obligations provided for in articles 32 to 36 of the RGPD, taking into account the nature of the processing and the information available to the Publisher, and in particular, provides the Licensee with any useful information in its possession, at the latter's expense, concerning impact assessments relating to the protection of Personal Data carried out by and under the sole responsibility of the Licensee as well as prior consultations with the competent supervisory authority. that could result from it.

The Publisher shall notify the Licensee as soon as possible after becoming aware of any violation of the security of Personal Data resulting, in an accidental or unlawful manner, in the destruction, loss, alteration, unauthorized disclosure of Personal Data transmitted, stored or processed in another way, or unauthorized access to such Personal Data.

The Publisher shall provide the Licensee as soon as possible from the notification of the Personal Data security breach and as far as possible with the following information:

The categories and approximate number of persons affected by the violation;
The categories and approximate number of personal data records concerned.

The Licensee authorizes the Publisher to use subcontractors to carry out Data processing activities.

personal on behalf of the Licensee strictly necessary for the execution of the Contract.

The Publisher remains responsible to the Licensee for the execution by the said subcontractor of its obligations.

The Publisher informs the Licensee of any planned changes concerning the addition or replacement of other subcontractors before any action on the Personal Data by the subcontractor. If, within ten (10) working days from the receipt of the notification of said change, the Licensee objects by registered letter with acknowledgement of receipt to this addition or replacement or issues detailed and justified objections to this subcontractor, the Publisher undertakes to examine them in good faith.

The Publisher makes available to the Licensee, at the Licensee's expense and at his written request, a set of documents to demonstrate and verify compliance with the Publisher's obligations as a subcontractor within the meaning of the Applicable Regulations. The Publisher shall immediately inform the Licensee if, in its opinion, an instruction constitutes a violation of this regulation or other provisions of Union law or Member State law relating to data protection.

Upon termination of the Contract, the Publisher will return (under the conditions provided for in the Contract) or delete, at the Licensee's choice, the Personal Data and any copies of such Personal Data, unless European Union law or French law requires the conservation of this Personal Data (it being specified that the backups made by EGERIE are deleted within one year from the end of the Contract).

The Licensee undertakes to indicate to the Publisher at the time of signing the Contract the person to contact for any information, communications, notifications or requests. In the absence of an indication by the Licensee, the designated User will be considered to be the said contact person.

The Publisher undertakes to cooperate with the competent data protection authorities, in particular in the event of a request for information or control.

CONDITIONS OF USE IN ACQUISITION MODE OF EGERIE RISK MANAGER AND EGERIE PRIVACY MANAGER SOFTWARE

These Terms of Use of the EGERIE Risk Manager Software and/or the EGERIE Privacy Manager Software (hereinafter referred to as “The Software”) apply to all provisions made available in Acquisition mode of the Software by the company EGERIE SOFTWARE, a simplified joint stock company with a capital of 388,967.50 euros, with a capital of 388,967.50 euros, having its registered office in Toulon, having its registered office in Toulon at 44 Boulevard de Strasbourg, registered with the Trade and Companies Register of Toulon, under the number 817 640 998, represented by its President (hereinafter referred to as “the Publisher” or “EGERIE”).

These Terms of Use apply in case of subscription of the right to use the Software directly from EGERIE or through an Authorized Partner. The methods of carrying out the Services associated with the Software are described in the Maintenance Contract and, where applicable, in the Order Form or Accepted Quotation.

SECTION 1. OBJECT

The purpose of these Terms of Use is to define the terms and conditions for the provision of the Software and the non-exclusive grant by the Publisher to the Licensee and to the Users, of rights to use the Software without authorization to sublicense. These rights to use the Software are non-transferable and non-transferable. The license granted is a license in acquisition mode that can be used under the conditions defined below.

By these Terms of Use, the Licensee acknowledges having read the technical and functional information of the Software. The Licensee acknowledges that the Software, know-how and their developments — including any developments suggested by the Licensee or its Users and implemented by EGERIE — are subject to legal protection, in particular under intellectual property rights. As such, the Publisher retains all intellectual property rights on all protected or protectable elements relating to the Software and the Services.

In the same way, the Licensee remains the owner of all the rights attached to its data and products that are specific to it.

SECTION 2. DEFINITIONS

In these Terms of Use, the following terms used with a capital letter, singular or plural, will have the following meaning:

Order form or quotation accepted: means any document or exchange stipulating the details of the right to use the Software and accepted by EGERIE (or the Authorized Partner) and the Licensee.
Delivery note : refers to the document recalling all the characteristics of the order made by the Licensee, such as the number of Users, except for the price.
Source code: refers to the Software code filed by the Publisher for the EGERIE Risk Manager Software and/or EGERIE Privacy Manager with the Program Protection Agency and its versions as of the date of the Software.
Special conditions: means the information contained in the Order Form or any other document expressly accepted by the Parties concerning the right to use the Software.
Terms of Use: means these terms and conditions.
Sales conditions : refers to the terms and conditions of the Publisher applicable to any order for the right to use the Software and/or Services by the Customer, attached to the Order Form, applicable when the Customer enters into a direct agreement with the Publisher.
Contract: refers to these Terms of Use, including its appendices, the Delivery Note and the Special Conditions or Order Form or Quotation accepted as well as in the case of direct sale by EGERIE the Conditions of Sale.
Documentation: refers to the technical and functional manuals and all information relating to the Software accessible and updated on the Licensee's myEGerie Portal and/or communicated by EGERIE.
Licensee data: refers to the information (including Personal Data) that the Licensee owns and/or is responsible for entering, entering, entering, entering, transmitting, collecting, storing and/or processing and, where applicable, communicating to EGERIE in the context of the use of the Software and the MyEGerie Portal.
Personal data : refers to the personal data that the Customer processes in the capacity of data controller and that EGERIE is likely to process as a subcontractor, within the meaning of Law No. 78-17 of January 6, 1978 as amended, known as Informatique et Libertés, and the General Data Protection Regulation (EU) 2016/679 of the European Parliament and Council of April 27, 2016 (referred to as “GDPR”) and the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 (known as “GDPR”), this regulatory body being referred to below “Applicable regulations”.
Licensee : refers to the legal entity that has accepted the Terms of Use and has acquired a right to use the Software in Acquisition mode.
Software: refers to the EGERIE Risk Manager and/or EGERIE Privacy Manager software and all related object code programs, in the version provided for in the Order Form or Accepted Quotation, including the Changes as defined above, as well as the related Documentation.
Authorized partner : refers to the company approved by the Publisher that promotes and markets the right to use the Software and the Services to the Licensee.
myEgerie portal: refers to the space made available to the Licensee by the Publisher.
User: means any natural person (such as an employee, subcontractor or consultant of the Licensee) using the Software under the responsibility of the Licensee in accordance with the provisions of the Agreement. The Licensee is committed to compliance with the Terms of Use by Users and remains solely responsible to the Publisher for any violation of the Terms of Use by a User.
Designated user: refers to any natural person using the myEGerie Portal designated in writing to EGERIE when ordering.

SECTION 3. HIERARCHICAL ORDER OF CONTRACTUAL DOCUMENTS

The Contract consists of the following contractual documents presented in hierarchical order of decreasing legal value: these Terms of Use and, where applicable, the Conditions of Sale, the annexes, the Delivery Note, the Delivery Note, the Order Form or the Accepted Quotation. In the event of a contradiction between one and/or more provisions contained in any of these documents, the higher-ranking document will prevail.

SECTION 4. ENTRY INTO FORCE

The Contract comes into force upon acceptance of the Purchase Order or any document or exchange materializing the order made to the Publisher by the Licensee, or where applicable, the Authorized Partner. It will remain in force throughout the duration of the intellectual property rights applicable to the Software unless terminated early under the conditions provided below.

The Licensee undertakes to pay the Publisher or its Authorized Partner in accordance with the applicable sales conditions.

SECTION 5. SOFTWARE USAGE RIGHTS AND LIMITATIONS, INTELLECTUAL PROPERTY

Rights of use and limitations

The Agreement grants the Licensee a right to install and use the Software, for the duration of the Contract, which allows the Licensee to use the Software in accordance with its intended purpose and the Documentation and for its own needs. The number of Users is indicated in the Delivery Note.

In the event that the Licensee wishes to modify the terms of the rights of use subscribed as specified in the Delivery Note (number of Users, new modules, new versions, etc.), he will notify the Publisher or the Authorized Partner in writing. The latter will propose a new estimate which must be accepted before the requests are effectively updated.

Under the right of use granted by this Agreement, the Licensee may reproduce, on its production servers (with the exception of pre-production and validation needs, unless otherwise stated on the Order Form or Accepted Quotation), permanently or temporarily, the Software, for the purpose of loading, displaying, displaying, executing, executing, executing, transmitting or storing the Software for the purposes of executing this Agreement, i.e. for the use of the Software in accordance with its Documentation and its destination. The Licensee may make a backup copy of the Software, unless said copy is provided by the Publisher. The Licensee will have on the backup copy the same rights and obligations as on the copy of the Software licensed.

Apart from and without prejudice to the rights granted in this Agreement, the Licensee is not authorized under this Agreement to:

Copy, print, transfer, transmit, or display all or part of the Software;
Sell, rent, sublicense, or otherwise distribute the Software;
Modify the Software and/or merge all or part of the Software into other computer programs without prior authorization from the Publisher;
Intervene or involve a third party on the Software, in particular for maintenance;
Compile the Software, decompile, disassemble, disassemble, translate, translate, analyze, reverse engineer, or attempt to reverse engineer the Software, except as permitted by law;
Carry out any computer processing or services for third parties using the Software, in particular custom work.

It is specified that the Publisher reserves the right to correct errors that the Software may contain.

The Licensee and the Users agree not to harm the Software in any way whatsoever and in particular to use the Software in a manner that is not in accordance with its destination and with the conditions set out in the Contract.

These Terms of Use grant the Licensee the right to install and use for the duration of the intellectual property rights applicable to the Software and do not grant the Licensee any ownership rights relating to the Software, its technology or to the intellectual property rights held by the Publisher.

The Licensee agrees that nothing in this Agreement may give him any right, title or interest in the distinctive signs of the Publisher.

Source code

The Publisher guarantees to have deposited the source codes of the Software with the Program Protection Agency under the name EGERIE Risk Manager and EGERIE Privacy Manager and whose IDDN numbers are: IDDN.FR.001.360008.000.S.P.2019.000.20700, IDDN.2019.000.20700, IDDN.FR.2019.000.20700, IDDN.FR.001.360008.000.S.P.2019.000.20700, IDDN.FR.001.140014.000.S.P.2019.000.20700, IDDN.FR.001.140014.000.S.P.2019.000.20700, IDDN.FR.001.36000.20700, IDDN.FR.001.360008.000.S.P.2019.000.20700, IDDN.FR.001.360008.000.S.10000, IDDN.FR.001.070014.000.R.C.2013.000.10000.

The Publisher allows the Licensee access to the source codes of the Software in the following cases:

In the event of receivership of the Publisher without resumption of the Publisher's commitments to the Licensee in the decision or judgment declaring the receivership;
In the event of amicable or judicial liquidation of the Publisher without resumption of the Publisher's commitments to the Licensee in the decision or judgment ordering the liquidation;
In the event of transfer of the Software to a third party without the inclusion of the Publisher's commitments to the Licensee in the act of transfer;
In the event of transfer of the Publisher's activities and/or goodwill to a third party without the inclusion of the Publisher's commitments to the Licensee in the act of transfer.

Access to the deposited elements will take place in the cases provided above and according to the procedure for accessing the deposited elements of the APP.

Access to the deposited elements will be authorized by the APP Access Commission upon presentation of a copy of the Contract containing the access clause and elements undeniably showing that one or more of the cases listed above have occurred.

The duplication of the source codes will be carried out identically from the last update of the repository, unless expressly requested by the Licensee to access a previous repository, by an APP agent. The costs associated with the request for access and the procedure for providing source codes will be borne by the Licensee.

The Licensee may only use the deposited elements within the limits of the rights granted to him by the Publisher,

access to deposited items that do not transfer any other rights.

It is understood between the Parties that source codes include, in addition to annotated Software programs that can be read and interpreted by anyone familiar with the language in which they are written, detailed design documentation.

Except for the hypotheses previously set out in this article, the Licensee undertakes not to do any processing, including consulting the source code of the Software. It undertakes to ensure that this obligation is respected by its employees and employees, and by any third party under its responsibility. He is committed to complying with this obligation.

SECTION 6. OBLIGATIONS OF THE LICENSEE

General obligations of the Licensee

The Licensee undertakes to respect the prerequisites communicated by EGERIE for the installation and use of the Software.

The Licensee:

Undertakes to use the Software only in accordance with its professional destination, its Documentation and for the sole needs of its activity;
Is solely responsible for the content broadcast and/or downloaded and assumes full responsibility for the nature, content, accuracy, integrity and legality of the data processed, stored or transmitted as part of the Software, as well as for the resulting exploitation. In particular, taking into account the purpose of the Software, the Licensee is prohibited from sending or storing non-professional data and more generally data that is unlawful, obscene, defamatory or illegal data or data that is illegal or in violation of the rights of a third party, the protection of minors or privacy;
Undertakes not to distribute the Software, make it available to third parties or rent it;
Undertakes not to alter or disrupt the integrity or execution of the Software or the data contained therein;
Undertakes not to attempt to gain unauthorized access to the Software or to the systems or networks associated with it.

In order to verify the integrity of the Software and compliance with this article, the Software generates requests to the MyEgerie Portal. The anonymized and encrypted data obtained only allows the Publisher to compare hashes with the associated license keys.

To check the integrity of the Software Source Code, the Publisher reserves the right to carry out a code audit at the Licensee after prior notification with a notice of fifteen (15) days.

Use of the Software by the Licensee

The Software will be used by the Licensee under its sole control, direction and responsibility. The Licensee guarantees compliance with this Agreement by Users.

Therefore, in particular, the Licensee is responsible for:

The implementation of all useful processes and measures intended to protect its workstations, hardware, hardware, software, passwords, in particular against any viruses and intrusions;
The choice of the access provider or the telecommunications medium, the Licensee having to take care of administrative requests and contract the necessary subscriptions for which it will bear the cost;
The prerequisites for the workstations or the server as defined in the Documentation;
The appointment, among its staff, of a privileged contact of the Publisher acting as administrator of the Software, for the Licensee;
The use, storage and management of identifiers and/or access codes given to it during the execution of the Contract. He will ensure that no person not authorized by him has access to the Software;
The errors committed by its personnel in the use of the Software and the procedures that allow them to connect to the Software, in particular concerning the means of access and Internet browsing;
The Licensee declares that it is personally responsible for the backup of data.

The Publisher and the Licensee declare that the technical information provided and used by the Software as well as that concerning the connections are authentic between them until proven otherwise.

With regard to the Licensee Data used in connection with access to the MyEgerie Portal, the Publisher will be released from any responsibility concerning the quality and electronic transmission of the data when they use telecommunications networks and more generally the quality and reliability of the telecommunications links between the Licensee's workstations and the point of access to the Software. In addition, the Publisher cannot be held responsible for the accidental destruction of the Licensee Data by the Licensee.

Licensee's duty of care

Any use of Users' identifiers and passwords is deemed to constitute use of the Software by the Licensee, which the Licensee expressly acknowledges. The Licensee retains the responsibility of its staff at all times and is subject to an obligation of control concerning them.

The Licensee is solely responsible, in particular:

The content of the data, their compliance with applicable regulations, and more generally, any information that he deposits on the MyEgerie Portal that he distributes or keeps on his behalf in connection with the use of the Software;
The regular backup of its data;
Any fraudulent use of the username and/or password or any usurpation
the identity of one of the Users;
The repository of documents or libraries on the MyEgerie Portal, such as risk analysis models in order to contribute to the enrichment of the shared resource base. It is the responsibility of the Licensee to ensure their anonymization and the absence of confidential, sensitive or strategic data in the documents made available;
To ensure that Users have the necessary level of knowledge to use the Software;
To provide Users with the information necessary for the secure use of the Software, and in particular,
the obligation to keep their identifiers and access passwords strictly personal and confidential;
To notify the Publisher of any modification or evolution that may affect the functioning of the Software.

During the term of the Contract, the Licensee has the option of exporting all of the Licensee Data. Since the Software is not a backup software, it is the responsibility of the Licensee to regularly export and back up its Licensee Data.

Given the nature of the Contract, in the event of termination of the Contract, no reversibility mechanism is provided for under these Terms of Use.

Installation

The Licensee is required to check the proper functioning of the Software when the Software is made available. The installation of the Software remains the responsibility of the Licensee, unless otherwise stated in the Order Form or accepted quotation.

User Administration

The Licensee has the right to use the Software for the number of Users provided for in the Delivery Note. The creation of an account with the “SuperAdministrator” profile is the exclusive responsibility of the Licensee during the initialization phase of the Software, based on the instructions provided by the Publisher. The licensee undertakes to create and maintain the username and password for the “SuperAdministrator” profile. The Licensee assumes exclusive responsibility for the security and availability of the “SuperAdministrator” administration accounts allowing the administration of the Software.

The creation of other accounts, as well as the assignment of associated rights are the responsibility of the Licensee. It is the exclusive responsibility of the Licensee and its Users to choose identifiers and passwords that respect good security practices. In general, the Licensee assumes exclusive responsibility for the security of identifiers and passwords allowing access to the Software as well as the security of the individual workstations from which Users use the Software.

The Licensee must ensure the non-disclosure of accounts and passwords associated with unauthorized persons.

SECTION 7. DATA

Ownership of data

In particular, the Licensee is prohibited from using documents made available on the MyEgerie Portal for commercial purposes.

The Licensee acknowledges that the Publisher may compile aggregated and anonymized statistical information and may make it public provided that it does not identify the Licensee's confidential information and does not include any Personal Data. The Publisher retains all intellectual property rights to the results of these statistical treatments.

Location

The Licensee Data used in connection with the use of the MyEgerie Portal is hosted in France.

Personal Data Protection

In principle, the provision by EGERIE and the use by the Licensee of the MyEGerie Portal do not require the processing by EGERIE of Personal Data and the Licensee undertakes not to communicate Personal Data to EGERIE in this context.

If, however, Personal Data were communicated, in order to comply with the Regulations in Force, the following provisions will apply: within the meaning of the Applicable Regulations, in particular the RGPD, the Publisher acts, for the provision of the MyEgerie Portal, as a subcontractor, as a subcontractor, only on behalf of and on the instructions of the Licensee, who is qualified as the person responsible for the processing of Personal Data.

The obligations of the Publisher and the Licensee, relating to the protection of personal data, appear in the appendix

Critical data protection

Strategic data corresponds to non-personal data that is, for the Licensee, of particular importance.

The Licensee declares that the Licensee Data, used in connection with the use of the MyEgerie Portal, does not include strategic data. Likewise, he declares that he does not transmit strategic data to the Publisher.

The Publisher is released from any responsibility in the event of storage, loading or sharing, by the Licensee, of strategic data.

SECTION 8. EGERIE BONDS

Provision of the Software

The Publisher communicates the Delivery Note with the address of the MyEgerie Portal, as well as the identifiers and access codes of the designated users of the MyEgerie Portal and Support. The Licensee will receive by separate email the license key for activating the Software in accordance with the expected number of Users.

Access to the myEgerie Portal allows Designated Users to download and consult the guides for installing (technical requirements and installation procedures), using and administering the Software as well as all functional documents relating to the Software.

The Publisher cannot under any circumstances be held liable in the event of failure to provide the Software attributable to the Licensee or in the event of force majeure.

The Publisher undertakes to ensure a connection to the download platforms on the basis of an uninterrupted connection 7 days a week and 24 hours a day.

The following are not taken into account:

The failures of the Licensee's software;
The failures of the Licensee's equipment;
Breakdowns due to the Internet network or to operator links connecting the Licensee to the Internet network;
Interruptions of less than 60 minutes in the Publisher's infrastructures.

The Publisher cannot under any circumstances be held liable in the event of failure to provide the Software attributable to the Licensee or in the event of Force Majeure.

Services

Under these Terms of Use, the Licensee does not benefit from the provision of services not provided for in the Order Form or Accepted Quotation, in particular maintenance and support services, nor from updates or major new versions of the Software.

However, it is in a position to subscribe to a Maintenance Contract, under which the Publisher will undertake, for a period and under determined conditions, to ensure the maintenance and support of the Software.

Also excluded from the Contract are works and interventions concerning the installation and proper functioning of the Licensee's workstations and the Licensee's infrastructure (telecommunications, networks, security equipment) allowing the Licensee to access and use the Software as well as the services for modifying the Software (for example, installation, customization, recovery of the existing one).

These services are not included in the Contract and may be the subject of a special agreement with specific pricing by the Publisher or the Authorized Partner.

SECTION 9. COLLABORATION OF THE PARTIES

The proper execution of the Contract requires loyal, active and permanent collaboration between the Parties.

Therefore, each of the Parties undertakes to:

To be actively involved in the execution of its obligations;
Refrain from any conduct that may affect and/or hinder the performance of the obligations of the other Party;
Provide each other with all the information and documents necessary for the execution of the Contract within a sufficient period of time.

In addition, the Licensee undertakes to maintain sufficiently competent, qualified and trained Users in place throughout the duration of the execution of this Agreement.

SECTION 10. RESPONSIBILITY

Under no circumstances can the Publisher be held responsible for indirect damages suffered by the Licensee that may occur as a result of or during the execution of this Contract and its consequences.

Indirect damages include, without this list being exhaustive, loss of earnings or profits, loss of data, loss of opportunity, commercial damage, the consequences of complaints or claims by third parties against the Licensee, notwithstanding the fact that the Publisher would have been notified of the possibility of their occurrence.

Excluding the provisions of the article relating to the guarantee of eviction or in the event of gross or fraudulent misconduct by the Publisher, the latter's liability in the event of damage occurring to the Licensee, for any reason whatsoever and regardless of the legal basis invoked or retained, all damages combined and accumulated, will be expressly limited and may in no case exceed 75% of the amounts actually collected by the Publisher under the Contract or, where applicable, the ceiling provided for in article 11 below.

Under no circumstances can the responsibility of the Publisher be sought in case of:

Use of the Software in a manner not provided for in the User Documentation or use not expressly authorized by these Terms of Use;
Modification of all or part of the functionalities or information accessible via the Software not carried out by the Publisher or by one of the Authorized Partners designated by the latter;
Use of all or part of the Software when the Publisher, following a difficulty or for any other reason whatsoever, had recommended suspending its use;
Use of the Software in an environment or according to a configuration that does not respect the technical requirements of the Publisher in connection with programs or data from third parties not expressly approved by the Publisher
Loss of the Licensee's data following an intervention by the Publisher or an Authorized Partner designated by the Licensee or by the Publisher, when the Licensee would not have taken the precaution of saving his data prior to this intervention when requested;
The occurrence of any damage that would result from a fault or negligence on the part of the Licensee, or that the Licensee could have avoided by seeking advice from the Publisher;
For use in connection with programs not provided or endorsed by the Publisher and likely to affect the Licensee's data;
Loss by the Licensee of the identifiers and passwords of the SuperAdministrator accounts,
Non-backup by Users;
Non-installation of updates recommended by the Editor.

SECTION 11. GUARANTEES

Anomalies, updates, evolutions, new major versions and operational incidents of the Software will be taken care of within the framework of a Maintenance Contract that will be offered by the Publisher or the Authorized Partner to the Licensee.

LThe Publisher guarantees the Licensee that he holds all the rights allowing him to conclude the Contract.

The Publisher will have sole control over how to bring the defense into action and will have full discretion to compromise or pursue any procedure of its choice. The Licensee must provide all the information, elements and assistance necessary to the Publisher to enable it to successfully defend itself or to reach a settlement agreement.

the right for the Licensee to continue to use and operate such Software, or to terminate the Agreement. In the latter case,

the Publisher will indemnify the Licensee according to the following terms, excluding any other compensation:

If the prohibition of using the Software occurs within three years following the conclusion of the Contract, the Publisher will reimburse the amounts received by the Licensee for the acquisition of the rights to use the Software granted herein;
If the prohibition of using the Software occurs within the fourth year following the conclusion of the Contract, the Publisher will reimburse 50% of the amounts received by the Licensee for the acquisition of the rights to use the Software granted herein;
If the prohibition of using the Software occurs within the fifth year following the conclusion of the Contract, the Publisher will reimburse 25% of the amounts received by the Licensee for the acquisition of the rights to use the Software granted herein;
If the prohibition to use the Software occurs after a period of 5 years following the conclusion of the Contract, the amounts paid by the Licensee for the acquisition of the rights to use the Software granted herein will remain with the Publisher.

SECTION 12. TERMINATION

The Licensee undertakes to export its Licensee Data or upon the written request of the latter, the Publisher may return the Licensee Data to the Licensee, in accordance with article 7.5 of these Terms of Use.

SECTION 13. REFERENCES

The Parties may mention their collaboration and use their contact details as commercial references.

As such, the Parties expressly authorize themselves to refer to their respective sites by hypertext links.

SECTION 14. CONFIDENTIALITY

Under this Agreement, confidential information (hereinafter “Confidential Information (s)”) is considered to be confidential information (hereinafter “Confidential Information (s)”), these Terms of Use, any information or data, of any nature whatsoever, including technical, commercial, strategic, financial, financial, economic, legal, financial, economic, legal, regardless of its form or medium, regardless of its form or medium, which is received and/or exchanged between the Parties during the negotiation and/or execution of the Contract.

User and Administrator documentation provided by EGERIE,
The technical documentation of the Software,
Risk analysis libraries or modeling examples,
The user interface and visual representations associated with risk modeling,
The original functionalities of the Software,
If applicable, the Source Code of the Software.

Confidential Information is not considered to be information that:

Are, at the date of signing the Contract, publicly known, or will become publicly known after it, but, in any event, in the absence of any fault of the parties to its obligation of confidentiality;
Were in the lawful possession of the other Party prior to their disclosure and were not obtained by the other Party directly or indirectly from the Party that disclosed it, and if that Party can provide evidence of such prior personal possession;
Received from a third party in a lawful and unrestricted manner, the Parties acknowledge that any Confidential Information remains in any event the exclusive property of the party who communicates it, and that its transmission does not grant any ownership or right of use over all or part of the content of the Confidential Information to the party receiving it.

As such, the Parties undertake within the framework of the Contract:

To use Confidential Information only for the purposes of the Contract;
To take all necessary measures to protect the confidentiality of this Confidential Information;
To keep confidential and not to disclose or publish this Confidential Information — by any means and for any purpose whatsoever directly or indirectly — to third parties to the contract to which they are parties, without the prior written authorization of the Party that communicated it and which the Party may refuse at its sole discretion.

Confidential Information may be communicated only to the employees of the Parties, within the limit of what they need to know in order to carry out the tasks incumbent on them under this Contract. Each of the parties concerned remains responsible for their compliance with their obligations. Any breach of this obligation of confidentiality by one of the Parties authorizes the other party to automatically terminate these Terms of Use, subject to thirty (30) days' notice, without the defaulting party being able to claim compensation of any kind, and notwithstanding the damages to which the non-defaulting party could claim.

SECTION 15. MISCELLANEOUS

Non-solicitation of staff

Any breach of this obligation exposes the Licensee to immediately pay to the Publisher, an compensation equal to the gross remuneration of the last eighteen (18) months of the person concerned, plus employer contributions, without prejudice to damages.

Independence of the parties

Force Majeure

The Party invoking such a case shall notify its existence to the other Party as soon as possible;
That it does everything necessary to limit the consequences; and
That it resume the execution of the Contract immediately after this case of Force Majeure has disappeared.

The case of Force Majeure suspends the obligations arising from the Contract for the duration of its existence, with the exception of obligations that can reasonably be interpreted as surviving the suspension, such as obligations relating to confidentiality and respect for the Publisher's property rights in the Software.

If the case of Force Majeure persists for more than fifteen (15) consecutive days, it gives rise to the automatic termination of the Contract.

For the application of this Agreement, in particular, within the definition of force majeure, events include

following: Host failure or failure; Electrical failure, fire, flood, natural disaster; Strike; War; Epidemic; Attacks; Uprising; Demonstration.

Changes to the contract

The Contract may only be amended or amended by means of a written amendment signed by a person duly authorized to represent each of the Parties.

Transfer of the contract

The Publisher reserves the right to transfer the rights and obligations of this Agreement to any other person. The Licensee who wishes to transfer the Contract, in particular in the event of restructuring or change of control, undertakes to inform the Publisher, without delay, in writing and prior to the transaction about the terms of this transfer and the Publisher reserves the right to oppose it in the event of a transfer, direct or indirect, to a competitor of the Publisher.

Headlines

No renunciation

Nullity and independence of clauses

Applicable law, attribution of jurisdiction

APPENDIX 1: OPEN SOURCE SOFTWARE USED FOR EGERIE RISK MANAGER AND EGERIE PRIVACY MANAGER SOFTWARE

SERVER LIBRARIES

silex/silex (v1.2) —> MIT license
twig/twig (v1.16) —> BSD license
symfony/monolog-bridge (v2.4) —> MIT license
silex/web-profiler (v1.0) —> MIT license
symfony/translation (v2.3) —> MIT license
symfony/config (v2.3) —> MIT license
symfony/yaml (v2.3) —> MIT license
symfony/security (v2.8.33) —> MIT license
symfony/twig-bridge (v2.4) —> MIT license
symfony/validator (v2.8) —> MIT license
dflydev/doctrine-orm-service-provider (v1.0) —> MIT license
knplabs/console-service-provider (v1.0) —> MIT license
saxulum/saxulum-webprofiler-provider (v1.1) —> MIT license
dominikzogg/doctrine-orm-manager-registry-provider (v1.2) —> MIT license
doctrine/doctrine-bundle (v1.5) —> MIT license
gedmo/doctrine-extensions (v2.4) —> MIT license
jms/serializer (v1.1) —> MIT license
kriansa/h2p (v2.0) —> MIT license
jakoch/phantomjs-installer (v2.1) —> MIT license
gargron/fileupload (v1.5.1) —> MIT license
symfony/form (v2.8) —> MIT license
symfony/serializer (v3.1) —> MIT license
symfony/doctrine-bridge (v2.7) —> MIT license
ezyang/htmlpurifier (v4.9) —> LGPL-2.1-OR-later license
behat/mink-dropper-driver (v1.2) —> MIT license
behat/mink-browserkit-driver (v1.3) —> MIT license
swiftmailer/swiftmailer (v5.4) —> MIT license
dmore/behat-chrome-extension (v1.2) —> MIT license
jumbojett/openid-connect-php (v0.3.0) —> Apache-2.0 license
cnam/security-jwt-service-provider (v1) —> GNU General Public License v2.0
ramsey/uuid-doctrine (v1.4) —> MIT license
saxulum/saxulum-doctrine-orm-manager-registry-provider (v2.2) —> MIT license
onelogin/php-saml (v3.2) —> MIT license
symfony/browser-kit (v2.4) —> MIT license
symfony/css-selector (v2.4) —> MIT license
phpunit/phpunit (v5.6) —> BSD-3-clause license
behat/behat (v3.5) —> MIT license
behat/mink (v1.7) —> MIT license
behat/mink-extension (v2.3) —> MIT license
behat/mink-selenium2-driver (v1.3) —> MIT license
behat/mink-sahi-driver (v1.2) —> MIT license

CLIENT LIBRARIES (BROWSER)

select2 (v2 4.0.3) —> MIT license
bootstrap-slider.min.js (v10.0.0) —> MIT license
jquery.fileDownload (v1.4.4) —> MIT license
jquery.slimscroll (v1.2.0) —> MIT license
bootstrap-toggle.min (v2.2.0) —> MIT license
tinymce (v4.7.4) —> LGPL-2.1-only license
bootstrap-multiselect.min (v2.0) —> Apache-2.0 license
jquery (v1.9) —> MIT license
bootstrap (v3.3.5) —> MIT license
ReactJS (v15.0.0) —> MIT license
react-dom (v15.0.0) —> MIT license

CLIENT LIBRARIES PURCHASED (BROWSER):

RappiDjs https://www.jointjs.com/
HichChart https://shop.highsoft.com/
Theme Color Admin https://wrapbootstrap.com/theme/color-admin-5-admin-template-4-frontend - WB0N89JMK

SYSTEM COMPONENTS:

Debian —> GPL license
MySQL —> GPL license
PHP —> License not Copyleft
Apache —> GPL license
Samba —> GPL license

APPENDIX 2: COMPLIANCE WITH THE RGPD (DATA PROCESSING ADDENDUM)

If, however, Personal Data were communicated, in order to comply with the Regulations in Force, the following provisions will be applicable.

SECTION 1. DESCRIPTION OF THE TREATMENT

As a subcontractor, the Publisher is authorized to process on behalf of the Licensee the Personal Data necessary to perform the Contract, in the context of the use of the MyEgerie Portal by the Licensee, in the event that the Licensee communicates Personal Data in this context.

The purpose (s) of the processing is the execution of the Contract, namely the provision of the MyEgerie Portal.

The personal data processed is the Personal Data that would be communicated by the Licensee on the MyEgerie Portal.

The categories of persons concerned are: employees, collaborators and agents of the Licensee, external persons such as suppliers or contacts.

It is understood that the duration of the processing of Personal Data is equivalent to the duration of the Contract, increased by one year with respect to the backups made by EGERIE.

SECTION 2. OBLIGATIONS OF THE PUBLISHER

The Licensee's instructions consist of the provisions provided for in this Agreement, the operations carried out by the Licensee himself in connection with the use of the MyEgerie Portal and any written instructions from the Licensee communicated by the Licensee to the Publisher as part of the execution of the Contract.

The Publisher ensures that persons authorized to process personal data undertake to respect confidentiality or are subject to an appropriate legal obligation of confidentiality.

The Publisher shall provide the Licensee as soon as possible from the notification of the Personal Data security breach and as far as possible with the following information:

The categories and approximate number of persons affected by the violation;
The categories and approximate number of personal data records concerned.

The Licensee authorizes the Publisher to use subcontractors to carry out Personal Data processing activities on behalf of the Licensee that are strictly necessary for the execution of the Contract.

The Publisher remains responsible to the Licensee for the execution by the said subcontractor of its obligations.

The Publisher undertakes to cooperate with the competent data protection authorities, in particular in the event of a request for information or control.