Terms and conditions of use and sale

These General Terms and Conditions set out the rules and conditions for use of the Site as defined below and strictly govern, in their entirety, all Subscriptions taken out and sales made in France or abroad by EMITY, a limited liability company (SARL) with share capital of €10 000, registered under number 835 398 058 with the Montpellier Trade and Companies Register, having its registered office at 40 rue de la Pierre Plantée – 34830 JACOU, represented by Gédéon RUAS, its manager (hereinafter referred to as “EMITY”), whose business is that of a software publisher specialising in digital signage.

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

Any Subscription or purchase from EMITY automatically entails unreserved acceptance of these General Terms and Conditions in their entirety. The Client’s acceptance of these General Terms and Conditions is evidenced by:

• Either the affixing of its handwritten signature (or that of its duly authorised representative), preceded by the words “Approved and agreed”, on the paper version hereof;
• Or the ticking of the box next to the statement “I have read the EMITY General Terms and Conditions of Use and Sale and accept them without reservation. (Read the EMITY General Terms and Conditions of Use and Sale)” when validating the online Purchase Order.

By doing so, the Client acknowledges that it has taken full cognisance of, and approves without exception or reservation, all of the General Terms and Conditions set out below. It further acknowledges that only these general terms and conditions apply, together with the special terms agreed with EMITY in the Purchase Order, the Online Order summary or the Quote accepted by the Client, to the exclusion, in particular, of its own general terms and conditions of purchase.

“Subscription” means the contractual relationship between the Parties under which the Client subscribes to a set of Services from EMITY.

“Access” means the access granted to a User to the services provided by EMITY under the Subscription.

“Purchase Order” means the contractual document issued by the Client setting out, in particular, the price of the Subscription and of the Products. For the contract to be concluded, the Purchase Order must be confirmed in writing by EMITY, even where it follows a Quote issued by EMITY.

“Order” means, generally, the act of contracting with EMITY, whether following confirmation of the Purchase Order, acceptance of the Quote or validation of an Online Order. An Order may relate to the taking out of a Subscription and/or the ordering of Products.

“Online Order” means an Order placed via EMITY’s website.

“Account” means the Client’s account enabling access to and management of the various Services subscribed to.

“Client” means any natural or legal person, public or private, with legal capacity to contract, who has placed an Order and is acting for purposes falling within the scope of its commercial, industrial, craft, professional or agricultural activity, including where it acts in the name and on behalf of another professional.

“Quote” means the contractual document issued by EMITY, at its discretion either in paper or in digital format, stating, in particular, the price of the Subscription and/or of the Products, which must be signed (the signature constituting confirmation of agreement) or confirmed by e-mail or any digital means by the Client.

“Player” means the hardware enabling the messages generated by the Client via the Platform to be displayed on any display medium (televisions, totems, etc.).

“Product” means any hardware offered for sale by EMITY, including the Player.

“Services” means all the functionalities made available to the Client via the Platform under the Subscription.

“User” means any person required to use the Services, whether the Client, its representatives, agents or employees, and who, as such, benefits from Access to the Platform. Every User must read, before their first Access, and comply with, throughout the period of use of the Services, the General Terms and Conditions of Use below.

“Platform” means the software platform developed by EMITY, accessible to Users via their Access and bringing together the Services to which the Client has subscribed under the Subscription.

The Parties expressly agree that the data recorded by EMITY in connection with the taking out of Subscriptions and/or the Ordering of Products constitute proof of all commercial transactions concluded between them.

Prior to any Order, a Quote and/or a Purchase Order is drawn up, identifying the Subscriptions or Products chosen. EMITY’s Quotes are valid for thirty (30) days from their dispatch or delivery to the Client.

In the case of an Online Order on EMITY’s website, an Order summary is made available to the Client before any validation.

Unless expressly stipulated otherwise, the Order terms are those agreed between the Parties and indicated at the time the Order is confirmed. Any Order is firm and final as from its confirmation:

• By the Client’s validation of the Online Order;
• By the Client’s signature of the Quote, preceded by the words “Approved and agreed”, accompanied by these General Terms and Conditions, initialled and signed;
• By EMITY’s confirmation of the Purchase Order issued by the Client and sent together with these General Terms and Conditions, initialled and signed.

Unless expressly agreed otherwise and subject to reimbursement by the Client of the costs already incurred by EMITY, no modification, suspension or cancellation shall be binding on EMITY as from the Order. Any modification of an Order by the Client requires EMITY’s prior written consent. EMITY reserves the right to review the price and lead times initially proposed accordingly.

In the event of cancellation, any deposits paid shall be retained by way of compensation, without prejudice to any claims for compensation for additional losses that EMITY may bring on account of such cancellation.

Any delay or failure attributable to the Client or to a third party may result in a postponement of the performance or delivery deadlines. The Client shall bear any additional costs arising therefrom.

Subject to informing the Client concerned, EMITY reserves the right to refuse, suspend or cancel any Order, whatever its nature and stage of performance, in the event of non-payment or partial payment of any sum that may be owed by the Client, in the event of a payment incident, or in the event of fraud or attempted fraud relating to the payment of an Order, of a current Subscription or of Products previously ordered.

The prices stated in EMITY’s catalogues or any commercial documentation, including on its website, are given for information purposes only and may be modified at any time without notice.

The Order is invoiced on the basis of:

• for the Subscription, the price in force for the current year and,
• in any event, the prices stated in the Order,
• Delivery costs are invoiced in addition.

The price of the Subscription taken out may be modified by EMITY each year, subject to written notification to the Client at least three (3) months before the anniversary date of the Subscription.

All prices are expressed in euros exclusive of tax, taxes being borne by the Client. The taxes applied are those provided for by the regulations in force and, should these be amended, any resulting price variations shall take effect from the day on which the amendment comes into force. The price inclusive of all taxes is indicated in the Order and on the corresponding invoice.

The Client may benefit from price reductions, rebates, discounts and refunds, depending on the number of Subscriptions or Products ordered at one time and in one place, or on the regularity of its Subscriptions, under the terms and conditions provided for in these General Terms and Conditions and in the associated price lists.

By default and unless expressly stipulated otherwise, the Subscription is invoiced in advance and payment is made for the full annual price of the Subscription, by cheque, by bank transfer or by duly authorised direct debit.

Products must be paid for in accordance with the terms agreed at the time of the Order and restated on the relevant invoice.

All invoices are sent either to the postal address or to the e-mail address indicated at the time of the Order, or to any other address that the Client may communicate to EMITY for this purpose. Accordingly, EMITY disclaims all liability if the Client provides an incorrect address, whether physical or electronic. At the Client’s option, invoices may be made available directly in the Client’s Account, in accordance with the legal and regulatory provisions on electronic invoicing.

Unless stipulated otherwise, invoices are payable net within thirty (30) days from the invoice issue date.

In the event of non-payment by the day following the payment date shown on an invoice, all sums owed shall become immediately due and payable, without formal notice or any other formality, and shall bear interest at three times the statutory interest rate in force as set by the Banque de France until payment in full, without prejudice to damages. The Client shall also automatically be liable for a fixed indemnity for recovery costs of forty (40) euros, any additional expenses required for recovery also being borne by the Client upon presentation of the relevant supporting documents. Late payment interest shall be capitalised annually.

Any payment by set-off is excluded. No discount shall be granted for early payment. The Client may not apply any discount on its own initiative.

The risks of loss of and damage to the Products shall pass to the Client upon delivery of the Products, independently of the transfer of ownership, regardless of the date of the Order and of its payment.

The Client therefore undertakes to take out insurance against all risks of loss, theft or destruction of the Products and against all risks that they may cause, as from their delivery.

EMITY, however, expressly retains ownership of the products delivered until full payment of the price, in principal and interest. In the case of payment by cheque or bills of exchange, payment shall be deemed made only on the date of their actual collection.

Consequently, in the event of total or partial non-payment, EMITY may request the return of the products up to the amount of the debt.

Where this clause is exercised for the purpose of recovering the Products, any deposit paid by the Client shall be retained by EMITY as a fixed indemnity, without prejudice to any other actions that it may be entitled to bring against the Client.

The Client is authorised, in the normal course of its business, to resell the Products covered by the Order. It undertakes to inform any sub-purchaser of the Product so sold of the existence of the retention of title clause and to inform EMITY immediately of such sale so that EMITY may preserve its rights and exercise any claim over the resale price.

5.1. Delivery of Products

Unless specifically agreed otherwise between the Parties, delivery times are given for information purposes only, which the Client acknowledges and accepts, EMITY using its best endeavours to meet them. They run from the date of the Order and are subject to payment of the agreed deposits. In the event of delay, EMITY undertakes to notify the Client as soon as possible, by any means of communication, and to indicate the estimated length of the delay.

A delivery delay of less than ten calendar days may not give rise to cancellation of the Order or refusal of delivery, unless the Client has expressly specified in writing the need for delivery on a specific date, which date was then confirmed by EMITY at the time of the Order.

Except in cases of force majeure and cases in which a mandatory date had been agreed, if the Products have not been delivered ten calendar days after the indicative delivery date, the Order may then be terminated at the Client’s request after formal notice to perform, sent to EMITY by registered letter with acknowledgement of receipt, has remained without effect for 5 days from its service.

It is the Client’s responsibility to check that its Order is compliant on delivery; any non-conformity (number of parcels, quantities of Products, apparent defect, integrity of packaging) must be recorded on the delivery note and confirmed to the carrier and to EMITY by registered letter posted within three days of delivery.

In the event of delivery outside France, delivery is deemed to be EXWORKS Jacou (Incoterms 2020), transport being at the expense and risk of the Client, who must insure accordingly and attend to any customs clearance (delivery outside the European Union).

5.2. Activation of the Subscription

As from the Order and subject to payment of any agreed deposits, EMITY shall schedule with the Client, as soon as possible, a date for the installation and activation of the Subscription. During this intervention, should EMITY not supply all the necessary hardware, the minimum configurations specified in the Order must be available on said hardware.

EMITY shall create, as soon as possible, the Client’s Account and the back-office settings needed to enable designated Users to access the Services. Users’ login details and access codes are generated by the Client itself; EMITY has no knowledge of them.

Any use of the Platform and of the Services is subject to compliance with the General Terms and Conditions of Use below. The Client stands surety for compliance with these General Terms and Conditions of Use by any representative, agent or employee to whom it entrusts a login and a password.

To obtain assistance with the use of all the functionalities of the Platform, as well as of the Players, the Client may send its questions to the following e-mail address: serviceclient@emity.io.

Unless expressly stipulated otherwise, the Subscription is concluded for a term of one (1) year, tacitly renewable for successive equivalent periods of one (1) year, unless notice is given by either Party at least two (2) months before the expiry of each period by registered letter with acknowledgement of receipt.

In the event of a breach by either Party of its obligations with regard to the provision of the Services under the conditions hereof or to payment on the agreed due date, not remedied within fifteen (15) days of receipt of the registered letter with acknowledgement of receipt giving notice of the breach, the other Party may terminate the Subscription immediately and automatically.

Termination shall be without prejudice to any other right or action that the Party suffering from the default may assert against the defaulting Party.

In the event of termination of the Subscription, the Client remains liable for payment of all Subscriptions or instalments prior to the effective date of termination and, more generally, for payment of all invoices owed to EMITY and remaining unpaid notwithstanding the termination taking effect, including invoices relating to Products.

Maintenance is provided under the conditions of the attached Service Level Agreement (SLA).

EMITY accordingly reserves the right to suspend access to the Platform in whole or in part, in particular to carry out any correction, update or maintenance operation.

Any emergency maintenance operation, aimed in particular at securing the Platform, may be carried out without notice.

8.1. Product warranty

The Client is responsible for the accuracy, sincerity and truthfulness of the information it provides to EMITY. EMITY cannot be held liable for any error in the entry of this information.

The Client may not claim any exchange, repair or refund of the Products, nor rely on any warranty, if the damage or defect is apparent on the day of delivery and the Client nevertheless accepts the Product concerned.

The Products are subject, under the conditions below, to the statutory warranties in force regarding latent defects (Articles 1641 onwards of the French Civil Code) and defective products (Articles 1245 onwards of the French Civil Code). However, the latter warranty shall be limited, with respect to the Client, under the conditions defined in Article 1245-14, paragraph 2, of the French Civil Code, to the price of the Product concerned only.

EMITY thus warrants the Products delivered against any defect or fault in manufacture and operation under the conditions and within the limits set out below.

The warranty applies only if the Client has fulfilled the general obligations incumbent upon it and, in particular, the payment terms.

In order to claim the benefit of the warranty, the Client must notify EMITY in writing of the defects it attributes to the Product and provide all evidence as to their nature.

The Client shall establish that the defect appeared under the conditions of use normally intended for the type of Product or indicated by EMITY in writing, and in the course of normal use and operation.

It must give EMITY every facility to establish the defects and to remedy them. Having been duly notified of the hardware defect, EMITY shall remedy it as soon as possible, reserving the right, where applicable, to modify all or part of the Product so as to fulfil its obligations and in compliance with the specifications of said Product.

The warranty does not apply in the event of defective storage and fault of the Client or of a third party, negligence, carelessness, lack of supervision or maintenance, misuse of the Product (contrary to its purpose), failure to observe assembly or operating instructions, or use in extreme conditions.

The warranty may not be invoked where the Product has been modified, repaired or adapted without EMITY’s consent and/or parts have been replaced (for example as part of a performance improvement (upgrade)) and the malfunction stems from such operations.

Finally, the warranty is excluded for incidents resulting from transport provided by the Client or at its initiative, as well as for any deterioration, replacement or repair resulting from normal wear and tear of the Product.

In any event, the warranty provided by EMITY is limited to the obligation to provide, at its own expense and as soon as possible, the repair or replacement of the Product recognised as defective by EMITY’s technical departments with regard to the specifications of said Product and the performance agreed at the time of the Order.

The replacement of defective Products or parts shall not extend the warranty period.

The warranty period is specified in the Product description. On expiry of this period, the warranty automatically ceases.

8.2. Liability regarding use of the Platform

EMITY does not bear the costs or expenses related to the use of the Platform, in particular the charges invoiced by the access provider for use of the network and data sharing.

The Client is solely responsible for the use that it makes, and that is made in its name, of the Platform and for the content that it enters on it or distributes through it. Accordingly, it is in particular responsible for:

• the content produced by it or in its name through it, and in particular for such content’s compliance with standards of public decency;
• its compliance with laws and regulations, in particular regarding the protection of minors, the suppression of the glorification of crimes against humanity, incitement to racial hatred and child pornography, incitement to violence, in particular incitement to violence against women, as well as attacks on human dignity and respect for the human person, and;
• respect for the rights of third parties, in particular regarding intellectual property.

EMITY is exclusively responsible for the content produced solely by it and integrated into the Platform, and for its functionalities under the conditions of the attached SLA.

In any event, it is bound by a best-endeavours obligation, except where specific expected results are expressly stated.

Given the technical hazards inherent in the decentralised operation of the Internet, EMITY gives no guarantee of continuity of service or of the absence of errors on the Platform.

EMITY cannot be held liable if any malfunction of the Platform, beyond its will and outside its control, prevents, in particular, access to the Account.

The same applies where the proper operation of the Platform is prevented by the presence of a virus, malware, Trojan horse or other malicious program installed on or transferred by means of the User’s hardware.

EMITY shall not be liable for damage suffered or caused by the use of the Platform in these circumstances, whether material or immaterial, consequential or non-consequential. Accordingly, it is the User’s responsibility to take all appropriate measures to protect their hardware, data and software from contamination by any computer viruses and other elements that are invasive and harmful to the proper operation of their hardware and computer system.

Furthermore, EMITY cannot be held liable for damage of any kind, whether material or immaterial, direct or indirect, that may result from improper use of the Platform or from an adaptation or modification carried out on the sole initiative of the User or in their name.

8.3. General provisions

EMITY excludes all liability, on any grounds whatsoever, for indirect damage such as loss of profit, commercial or financial loss, increase in overheads, consequences of third-party claims or losses originating in or resulting from the Subscription or the use of the Products, even if EMITY had been notified of them in advance, as well as for damage caused to persons or to property other than the subject matter of the Subscription or the Products.

In any event, should EMITY be held liable on any grounds whatsoever, the total amount of compensation that EMITY may be required to pay to the Client may not exceed the amount, exclusive of tax, received by EMITY in respect of the Subscription or Product concerned, regardless of the legal basis of the claim and the procedure used to pursue it.

8.4. Insurance

Each of the Parties declares that it is insured with a reputably solvent insurance company for all harmful consequences of acts for which it may be held liable in respect of the Subscription or the Products.

All intellectual property rights and other rights relating to the Products, including copyright, trade marks, designs and models, patents, as well as any other intellectual property or other rights, whether or not protected and whether or not protectable, are and shall remain the exclusive property of EMITY and, for technologies or goods under licence or for which EMITY is a reseller, of their authors and/or owners.

The Client acknowledges the existence of these property and intellectual property rights and shall refrain from taking any measure intended to infringe, limit or restrict in any way whatsoever the property or rights of EMITY or of the rights holders.

Under no circumstances may the Parties be held liable for failures or delays in the performance of the Subscription and/or the sale of the Products due to any of the cases of force majeure defined by Article 1218 of the French Civil Code and recognised by the case law of the French courts and tribunals.

The occurrence of a case of force majeure suspends the Subscription and/or the order of Products, with the exception of the Client’s obligation to pay the sums owed up to the day on which the case of force majeure occurs.

If a case of force majeure continues beyond a period of thirty (30) days, the Subscription and/or the order may be terminated immediately and automatically, without judicial formality, by either Party, by sending a registered letter with acknowledgement of receipt.

Unless expressly stipulated otherwise, the Client authorises EMITY to cite it as a reference in all of its commercial documentation, as well as on its website. To this end, it authorises the use, without modification, of its logos or trade marks.

The Subscription is concluded “intuitu personae” between EMITY and the Client, and the rights and/or obligations defined therein shall under no circumstances be assigned, sold or transferred, nor shall they be the subject of a novation or delegation, in whole or in part, by either Party without the prior written consent of the other Party.

By way of derogation from the foregoing, it is agreed that EMITY nevertheless has the right to assign or transfer all or part of the Subscription to one of its subsidiaries or to any legal entity controlled directly or indirectly by it within the meaning of Article L.233-3 of the French Commercial Code. EMITY also has the right to subcontract all or part of the Subscription.

The Client shall refrain and undertakes not, directly or indirectly, to employ or solicit any employee or corporate officer of EMITY.

The aforementioned non-solicitation undertaking shall continue to apply to the Client for a period of three (3) years from the end of the last Subscription taken out by the Client with EMITY.

Following the creation of the Account, the User is invited to personalise their password. It is recommended to choose a complex password (more than 8 characters, including upper-case letters, lower-case letters, numbers and special characters), different from all other passwords that the User may already use for other services or websites.

The Account login details and passwords are strictly personal and confidential.

The User is fully responsible for the use and safekeeping of the login details and passwords. The User undertakes to do everything possible to keep, and (for the Client) to have others keep, said login and password secret. In order to preserve the confidentiality of the login and password, the User is invited to log out of the Platform at the end of each login session.

In the event of loss or unintentional disclosure of any element likely to enable a third party to learn the User’s password, the password must be changed as follows:

• For a change while logged in to the Platform: the password is changed on the Platform by going to the “Administration” section, then “User”, and clicking on the “Change password” link, which will generate a new password and cancel the previous one.
• For a change before logging in to the Platform or where logging in is impossible: the password is changed by clicking on the “Forgot password?” link on the login page.

EMITY cannot be held liable for damage related to the loss or disclosure of login details and passwords, in particular in the event of fraudulent use of the Site and loss of data.

The User benefits from a right of access to and use of the Platform in accordance with its intended purpose and with these terms, for exclusively private and personal use, according to the options subscribed to, where applicable.

This access is granted only for as long as a Subscription is in progress and duly paid for, and within the limits of the Services subscribed to.

Under no circumstances is the User authorised to download or modify all or part of the Platform without the prior written authorisation of EMITY.

No commercial use of the Platform and/or of all or part of its content is authorised.

The User undertakes to comply, and to ensure that their representatives, agents and employees comply, with all the provisions relating to the use of the Platform.

Accordingly, the User declares that they are familiar with the characteristics of the Internet and acknowledges its limitations, in particular that:

• data transmissions over the Internet enjoy only relative technical reliability, as they travel over heterogeneous networks with varying technical characteristics and capacities, which are sometimes saturated at certain times of the day;
• data travelling over the Internet is not protected against possible misappropriation and, therefore, the communication of login details, passwords and, more generally, of any sensitive information is carried out by Users at their own risk.

Furthermore, the User guarantees that the Platform will in no way be used in a manner not provided for by these General Terms and Conditions. Accordingly, they guarantee in particular that the Platform will in no way be used to enter and distribute comments constituting:

• messages of a pornographic, racist, xenophobic or revisionist nature, glorifying war crimes, discriminating against or inciting hatred towards a person or a group of persons on account of their origin, gender, ethnicity, beliefs or lifestyle;
• messages of an insulting, defamatory, violent or threatening nature, with shocking content or undermining human dignity;
• messages infringing intellectual property rights, image rights or the right to privacy;
• in general, messages contrary to the laws and regulations in force in France.

The User undertakes not to exploit computer flaws or bugs to gain advantages in the use of the Platform. Likewise, they undertake to notify EMITY immediately upon discovering a flaw or error on said Platform.

The User undertakes not to use the Platform in a manner that could make it inaccessible, damage it or prevent it from functioning.

In the event of a breach by the User of any of the provisions of these General Terms and Conditions of Use, EMITY reserves the right to suspend, temporarily or permanently, without any prior warning and at its sole discretion, access to said User’s Account, without compensation. In the event of a breach resulting in termination of the Subscription, any new Subscription request may be refused.

The sanctions described above may be applied without prejudice to any criminal or civil proceedings that may be brought against the user by the public authorities, third parties or EMITY.

To obtain assistance with the use of all the functionalities of the Platform, as well as of the Products offered by EMITY, the User may send their questions to the following e-mail address: serviceclient@emity.io.

All intellectual property rights and other rights relating to the Platform, including copyright, trade marks, designs and models, database rights, as well as any other intellectual property or other rights, whether or not protected and whether or not protectable, are and shall remain the exclusive property of EMITY and, for technologies or goods under licence, of their authors and/or owners.

The User acknowledges the existence of these property and intellectual property rights and shall refrain from taking any measure intended to infringe, limit or restrict in any way whatsoever the property or rights of EMITY with regard to the Platform. In particular, the User undertakes not to contest EMITY’s status as author and owner of the Platform.

In accordance with and within the limits of the provisions of Article L.342-1 of the French Intellectual Property Code, EMITY prohibits the extraction or reuse of all or part of the content of the Platform.

No provision of these General Terms and Conditions may be interpreted as conferring rights of any kind whatsoever on the User other than those granted to them under these General Terms and Conditions. Unless otherwise agreed between the Parties, EMITY accordingly reserves all rights not expressly granted hereunder.

If the User wishes to exploit in another context, and/or distribute, data, information and/or content from the Platform, they must first submit a written request to EMITY’s registered office address. In the case of a request for the assignment of intellectual property rights of any kind, such assignment shall be the subject of a separate written contract signed by both Parties, specifying the detailed terms of the assignment of rights.

Subject to full payment of the price and unless an assignment of rights has been formalised between the Parties, EMITY grants the user a simple licence of use, for use in accordance with these General Terms and Conditions.

The User agrees not to exploit the Platform for commercial purposes, and not to rent, lend, sell, publish, offer a licence or sub-licence for, distribute, allocate or transfer in any way all or part of the Platform to any third party whatsoever without the express, written and prior authorisation of EMITY, which may make it conditional on financial consideration.

As a matter of principle, the User is under no circumstances authorised to decompile the Platform outside the framework specifically provided for by law.

Before any decompilation operation, which may only take place within the framework authorised by law, the User must first notify EMITY so that EMITY can provide the information necessary to achieve the desired interoperability.

EMITY has 15 working days to comply.

No decompilation operation may be carried out during this period or if EMITY provides all the information necessary to achieve interoperability.

Information relating to decompilation must not be disclosed to any third party. It may not be used for purposes other than interoperability. Accordingly, no operation may be carried out for the purpose of reproducing the principle of the Platform and/or its Services within a platform competing with EMITY, whether existing or to be developed.

The User is solely responsible for the use that they make, and that is made in their name, of the Platform and for the content that they enter on it or distribute through it. Accordingly, they are in particular responsible for:

• the content produced by them or in their name through it, and in particular for such content’s compliance with standards of public decency;
• its compliance with laws and regulations, in particular regarding the protection of minors, the suppression of the glorification of crimes against humanity, incitement to racial hatred and child pornography, incitement to violence, in particular incitement to violence against women, as well as attacks on human dignity and respect for the human person, and;
• respect for the rights of third parties, in particular regarding intellectual property.

EMITY may amend these General Terms and Conditions at any time, in particular in order to comply with a legal provision. In such a case, the User must accept the new General Terms and Conditions of Use on their next access to the Platform.

Within the meaning of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“General Data Protection Regulation” or “GDPR”), each party is an independent controller for its own processing and must assume its own responsibilities for the compliance of its personal data collection, processing and transfer practices with the applicable regulations.

Accordingly, each party that communicates personal data to the other guarantees that such data has been collected in accordance with the applicable regulations. The Client therefore undertakes to inform the persons whose personal data it communicates to EMITY that their data may be processed by EMITY and, more generally, of the content of this article.

EMITY may collect and process the personal data of the Client (where the Client is a natural person) and of members of its staff (including its representatives) for the purposes of monitoring the performance of the order, the conduct of the Subscription and their follow-up. The legal basis for this processing is EMITY’s legitimate interest in ensuring the proper performance of the order or, where the Client is a natural person, the necessity of performing the contract concluded with it.

In order to ensure the efficient processing and security of the personal data it processes, EMITY may communicate such data to processors, in particular in the field of IT management. In particular circumstances, EMITY may communicate said data to other third parties, in particular by virtue of the law and/or a request from public authorities, in order to protect EMITY’s rights or in the event of a restructuring or sale of EMITY.

EMITY will store the personal data communicated to it by the Client on servers located in the European Union for the period necessary to comply with its obligations and to safeguard its rights and interests, taking into account in particular the applicable civil and criminal limitation periods, the recommendations of the CNIL, the applicable regulatory requirements and industry standards.

In accordance with the regulatory and legal provisions in force, natural persons whose personal data is processed by EMITY in connection with the order have the right to request from EMITY access to, rectification and/or erasure of their personal data, to request a restriction of the processing of their personal data, to object to the processing of their personal data by EMITY and the right to portability of their personal data, as well as the right to set guidelines regarding the retention, erasure and communication of personal data after their death.

To exercise all of these rights, a request must be sent to the following postal address: EMITY, 40 rue de la Pierre Plantée, 34830 JACOU or by e-mail: contact@emity.io.

Data subjects also have the right to lodge a complaint with the French data protection authority (CNIL).

For further information, it is recommended that you consult the Privacy policy.

Each of the Parties undertakes to implement the appropriate means to maintain the strictest secrecy regarding information designated as confidential by the other Party, to which it may have had access for the purposes of the Subscription, when accessing the Platform or during the performance of any of the Services.

Each of the Parties undertakes to ensure that this obligation is complied with by its employees, managers, corporate officers, parent company, subsidiaries and any subcontractors or agents.

The confidentiality obligation shall continue for a period of three (3) years from the end of the last Subscription taken out by the Client with EMITY, whatever the cause and manner thereof. It shall lapse for any information falling into the public domain without any intervention by the Party that received the information.

If any of the stipulations of these General Terms and Conditions, or any part thereof, should prove to be null and void under a regulation or a law in force or following a court decision that has become final, it shall be deemed unwritten, but shall not entail the nullity of the General Terms and Conditions as a whole, nor that of the clause only partially concerned.

The fact that either Party has not required, temporarily or permanently, the application of a stipulation of these General Terms and Conditions may not be considered a waiver of the rights held by that Party.

These General Terms and Conditions, as well as all contractual relations that may arise from them, are governed by French law.

Should a dispute arise between the Client and EMITY, the Parties undertake to seek an amicable solution, taking into account the interests of each of them, before initiating any legal action.

ANY DISPUTE RELATING TO THE VALIDITY, INTERPRETATION OR PERFORMANCE OF THESE GENERAL TERMS AND CONDITIONS WHICH COULD NOT BE RESOLVED BY AMICABLE AGREEMENT SHALL FALL WITHIN THE EXCLUSIVE JURISDICTION OF THE COURTS WITHIN THE JURISDICTION OF THE COURT OF APPEAL OF MONTPELLIER, EVEN IN THE EVENT OF A THIRD-PARTY CLAIM FOR INDEMNITY, MULTIPLE DEFENDANTS OR SUMMARY PROCEEDINGS.