CGU – Terms and conditions of use

The purpose of these general conditions of use (” GCU “) is to define the terms and conditions of use of the Platform made available to the User by the company SMART GLOBAL GOVERNANCE, with capital of 1,579,010.84 euros, registered under number 853 951 556 in the Trade and Companies Register of Grasse, whose registered office is located at 300 rue des Vallon, Les Vaisseaux 06560 Valbonne, France (hereinafter ” SMART GLOBAL “).

Article 1 – DEFINITIONS

In the GCU, the terms and expressions identified by a capital letter have the meaning indicated below, whether they are used in the singular or plural.

1.1 Customer: refers to SMART GLOBAL’s corporate customer, having subscribed to a free trial of the Platform under the conditions provided on the Site or having subscribed to the Platform in accordance with the General Terms and Conditions for the provision of a software platform, available at the following link https://www.smartglobalgovernance.com and whose User is an employee or service provider of the Customer, authorized to access and use the Platform;

1.2 User Account: refers to the personal space created by the User on the Platform, as described in article 3 below;

1.3 Data : refers to all data collected, generated or processed via the Platform by the User.

1.4 Personal Data : refers to Data which, within the meaning of the Regulations applicable to the protection of personal data, makes it possible to designate or identify, directly or indirectly, a natural person.

1.5 Platform: refers to the platform for managing and monitoring the Customer’s compliance with the Regulations applicable to the protection of personal data, developed and published by SMART GLOBAL and made available to the User via the Internet, on the Site;

1.6 Site : refers to the Internet site published by SMART GLOBAL and accessible at https://www.smartglobalgovernance.com, or any other URL that SMART GLOBAL may substitute, on which the Platform is made available;

1.7 User: refers to any natural person of legal age and capacity who has access to and uses the Platform, regardless of where they are and how they are connected, who benefits from the services provided by the Platform under the terms of the subscription taken out by the Customer, who is an employee or service provider of the Customer, and whom the Customer has authorized to use all or part of the services provided by the Platform.

Article 2 – ACCEPTANCE OF THE GCU

The GCU constitute a contract between the User and SMART GLOBAL. Access to and use of the Platform is subject to the User’s express and unreserved acceptance of the GCU. Failure to accept the GCU will make it impossible for the User to access and use the Platform. Acceptance of the GCU is effected on the User’s first connection to the Platform, when creating an Account under the conditions set out in article 3.1.

SMART GLOBAL reserves the right to modify and/or update the GCU at any time and without notice. Access to and use of the Platform will be subject to the GCU in force at the time of such access and use, and the User is invited to consult the GCU regularly for this purpose.

In the event that one of the clauses of the GCU becomes null and void as a result of a change in legislation or regulations, or is declared as such by a final court decision, this shall in no way affect the validity of and compliance with the other clauses of the GCU.

Article 3 – ACCESS TO THE PLATFORM

3.1 Creating an account

Access to the Platform requires the creation of an Account. To do so, the User must have a valid email address.

Access to the Platform is reserved exclusively for persons registered on the list of authorized Users provided to SMART GLOBAL by the Customer. SMART GLOBAL will provide each User, by email to the address indicated on the list of Users sent by the Customer, with a secure url to enable the creation of the Account to access the Platform. Where applicable, if the Customer has appointed a Platform administrator User within its entity, SMART GLOBAL will send the secure url to this administrator User, who will then be responsible for creating and managing the Users’ Accounts.

Each authorized User may access the Platform (i) by connecting to the Site, (ii) by clicking on the “Connect” button, authenticating and accepting these GCU.

3.2 Responsibility for connection parameters

The User agrees to provide and maintain accurate, up-to-date and complete information. SMART GLOBAL cannot be held liable under any circumstances in the event of delay or inability to access the Platform due to erroneous or incomplete information entered by the User when creating his/her Account. The User may modify his/her personal information at any time.

The User’s identification parameters (login and password if necessary) are personal and confidential. The User must keep these login details secure and undertakes not to divulge them to third parties for any reason, in any manner or form whatsoever. The User also undertakes to ensure that at the end of each session of use of the Platform, he/she logs off properly.

In the event of loss, forgetfulness or theft of the authentication elements managed by SMART GLOBAL (excluding the SSO connection mode), the User must change his password as soon as possible by clicking on the ” Forgotten password ” button located under the login form. The User will then be asked to create a new password. In the event of loss, forgetfulness or theft of authentication data, the User is responsible for making the necessary changes.

Under no circumstances shall SMART GLOBAL be liable for the loss, theft or forgetting of the User’s authentication elements or for their fraudulent use. The User is solely responsible for accessing and using the Platform with his authentication elements.

3.3 Equipment

SMART GLOBAL undertakes to make every effort to provide the User with reliable and rapid access to the Platform. Nevertheless, the User declares that he/she has accepted the costs and limits inherent in any connection to the Internet network. The User is responsible for accessing the Platform in good technical conditions – hardware, software, telecommunications (broadband Internet connection and an up-to-date Chrome, Firefox or Edge browser) – so as to ensure, in particular, all back-up measures and protection against possible intrusions. All costs associated with accessing and using the Platform, including hardware, software and Internet access costs, are the sole responsibility of the User. The User is solely responsible for the proper functioning and security of his computer equipment and Internet access. SMART GLOBAL shall not be held liable in the event of damage to any equipment in connection with the use of the Platform.

3.4 Platform availability

The conditions of availability of the Platform are specified in SMART GLOBAL’s service level agreement, available at the following link: https: //www.smartglobalgovernance.com/fr/sla

SMART GLOBAL is only bound by an obligation of means concerning the accessibility, operation and availability of the Platform or its contents. SMART GLOBAL reserves the right to interrupt, suspend or limit access to all or part of the Platform, in particular due to legal or technical constraints.

The User expressly acknowledges that the aforementioned suspensions, interruptions or limitations may occur at any time without prior notice and that they will not give rise to any obligation or compensation for the User.

Article 4 – GOOD USE OF THE PLATFORM

Given the nature and purpose of the Platform, the User must act as a professional for the purposes of his professional activity. The User undertakes to use the Platform for these purposes only.

The User undertakes to use the Platform in accordance with the GCU, and in compliance with all applicable laws and regulations.

It is strictly forbidden to use the Platform for the following purposes:

interfering with the Platform or accessing it using a method other than that provided for in the GTCU and the instructions made available to him exercising illegal, discriminatory or fraudulent actions or actions that infringe the rights or security of third parties,
undermining public order or violating applicable laws and regulations,
aiding or inciting, in any form and in any manner whatsoever, one or more of the acts described above,
and more generally any practice that misuses the Platform for purposes other than those for which it was designed.

SMART GLOBAL may suspend or terminate the User’s access to the Platform in the event of non-compliance with this article, without prejudice to any damages that SMART GLOBAL may seek.

Article 5 – WARRANTIES

SMART GLOBAL guarantees the confidentiality and security of the Data. However, SMART GLOBAL cannot guarantee the accuracy, completeness, up-to-dateness or other quality of the Data integrated and distributed by the User on the Platform.

The User is solely responsible for the integrity, accuracy and quality of the Data that it integrates and distributes on the Platform. The User also ensures that the Data he/she integrates and disseminates on the Platform is free of viruses or any other component likely to cause damage to the Platform.

SMART GLOBAL makes no other warranties, express or implied, including but not limited to warranties as to the non-infringement of third party rights, the continuity, performance and/or durability of the Platform and/or the fitness for a particular purpose or the suitability of the Platform for the User’s needs, nor does it warrant that it is free from defects, errors or bugs or that it will operate without failure or interruption. The Platform is provided on an “as is” and “as available” basis.

Access to the Platform implies knowledge and acceptance of the characteristics and limits of the Internet, particularly with regard to technical performance, response times for consulting, querying or transferring information, the risks of interruption, and more generally, the risks inherent in any connection and transmission on the Internet, the lack of protection of certain data against possible misappropriation and the risks of contamination by any viruses circulating on the network. SMART GLOBAL does not guarantee that the Platform or its servers will at all times be free of viruses, worms, Trojan horses or any other component liable to cause damage. It is the User’s responsibility to take all appropriate measures to protect their own hardware, data and/or software stored on their computer equipment against any attack.

Article 6 – LIABILITY

SMART GLOBAL cannot be held liable in any way whatsoever for access to and use of the Platform by the User. Access to and use of the Platform are the sole responsibility of the User.

The User is solely responsible for the proper use, with discernment and spirit, of the Platform and the Data he/she integrates and distributes therein.

No advice or information, whether oral or written, obtained by the User when using the Platform is likely to create guarantees not expressly provided for in the GCU or to result in SMART GLOBAL’s liability in the event of damage, of any nature whatsoever, caused to the User or to third parties as a result of the misuse by the User of the Platform, in violation of the provisions of this article and more generally of non-compliance with the GCU.

The User is responsible for any damage to his/her computer system, the Platform and/or its content, as well as for any loss of Data that may result from his/her use of the Platform. In this respect, the User is responsible for implementing anti-virus and other security measures on his or her computer system.

To the fullest extent permitted by applicable law, SMART GLOBAL expressly excludes liability for any damage, direct or indirect, resulting from or in connection with access to the Platform, its use, malfunction or unavailability, whatever the nature and duration.

SMART GLOBAL is liable only for direct damage that may be caused to the User as a result of the improper execution and/or non-execution of the obligations incumbent upon it under the GCU.

The User acknowledges that SMART GLOBAL remains free to correct and/or modify the Platform at any time and without notice, without this correction and/or modification entitling the User to any recourse whatsoever.

In general, SMART GLOBAL cannot be held liable in all cases where the non-execution or poor execution of the GCU results from a case of force majeure or a fortuitous event beyond its control.

Article 7 – INTELLECTUAL PROPERTY

The Platform, including its source code and architecture, the Site, as well as all of the content present on the Platform, published by SMART GLOBAL, as well as the registered trademarks “SMART GLOBAL PRIVACY” and “SMART GLOBAL GOVERNANCE” (hereinafter the ” Protected Elements “) are protected by intellectual property rights (such as all copyrights, patent rights, trademark rights, database producers’ rights and any other existing or future intellectual property rights, both French and international) and belong to SMART GLOBAL or to third parties who have authorized SMART GLOBAL to use them.

Use of the Platform in no way confers on the User a right of ownership and/or an intellectual property right over the Protected Elements, with the exception of a personal right of access that is non-exclusive, non-assignable, non-transferable and limited exclusively to the use of the Platform in accordance with its purpose and in compliance with the GCU, for the duration of use of the Platform.

It is strictly forbidden to represent, reproduce and/or exploit the Protected Elements, in whole or in part, in any form and by any means whatsoever, without the prior written consent of SMART GLOBAL. The User agrees not to copy, modify, assemble, decompile, alter, sell, rent, lend, disseminate, distribute or transfer all or part of the Platform, create derivative works from the Platform or authorize a third party to commit such acts, without SMART GLOBAL’s prior written consent.

Failure to comply with the provisions of this article constitutes a violation of the intellectual property rights of SMART GLOBAL and/or third party licensors and may result in civil and criminal proceedings.

Article 8 – PERSONAL DATA PROTECTION

SMART GLOBAL is concerned about the protection of the personal data of the Users of its Platform and undertakes to protect them in accordance with the applicable regulations and in particular Regulation (EU) n°2016/679 of 27 April 2016 known as the “General Data Protection Regulation” or “RGPD” and Law n° 78-17 of 6 January 1978 as amended, known as the “Loi Informatique et Liberté” as amended. To find out more about personal data protection rules, the User is invited to consult SMART GLOBAL’s Privacy Policy, available at the following address:

https://www.smartglobalgovernance.com/fr/politique-de-confidentialite/

Article 9 – DURATION – TERMINATION

The GCU come into force as of their acceptance by the User and for the entire duration of use of the Platform by the User, in accordance with the contract binding SMART GLOBAL to the Customer.

In the event of use of the Platform by the User that does not comply with the GCU, in the event of breach of the GCU by the User, or more generally in the event of violation of the applicable laws and regulations, SMART GLOBAL may suspend or terminate all or part of the User’s access to the Platform by operation of law, without prior notice or compensation. SMART GLOBAL may pronounce this termination without prejudice to all other rights, actions and remedies that SMART GLOBAL may have in order to repair the damage that it may have suffered as a result of these breaches.

In the same way, the Account will be automatically terminated in the event of termination of the contract concluded between SMART GLOBAL and the Customer.

Upon termination of the Account, for any reason whatsoever, SMART GLOBAL will return to the User who so requests the Data that it has integrated on the Platform, in accordance with the contractual terms and conditions agreed with the Customer.

Article 10 – MISCELLANEOUS PROVISIONS

The GCU constitute the entire agreement of the parties with respect to its subject matter and supersede any prior or current agreement, oral or written, between the parties with respect to such subject matter.

The GCU are concluded intuitu personae. The rights and obligations resulting therefrom may under no circumstances be assigned or transferred by the User, for any reason whatsoever, without the prior written consent of SMART GLOBAL.

The failure of either party to avail itself, at any given time, of any of the provisions of the GCU, shall not be interpreted in the future as a waiver of its rights hereunder.

Article 11 – APPLICABLE LAW AND DISPUTE RESOLUTION

The GCU are governed by French law. The parties undertake to make every effort to settle amicably any dispute that may arise from the performance of the GCU. However, if no amicable solution is found, the parties agree that their dispute will be brought before the competent courts of Grasse.