1. Purpose
   

The company Terality develops and distributes a hosted data processing solution that enables Data Scientists to execute their code extremely quickly, whatever the volume, by just changing their import line (the "Application"). 

Any information about the Application can be accessed at https://www.terality.com/ (the “Website”).

These general terms and conditions (the “General Terms and Conditions”) apply without restriction or reservation to the services provided by Terality (the "Services"). Their purpose is to define the terms and conditions of use of the Services provided for the client identified in the service order(s) referred to in Article 2 (the "Client"), as well as to define the rights and obligations of the various parties within this context.

They can be accessed and printed at any moment from a direct link on the Website.

Together with the service order(s) (the "Service Order(s)"), they form an inseparable contractual whole (the "Agreement").

In the event of contradiction, the provisions of the service order(s) shall prevail over these General Terms and Conditions. In the event of contradiction between different service orders, the most recent document shall prevail over the oldest.

The Agreement shall prevail over any other general or specific terms and conditions not expressly approved by Terality.

2. Manager of the Website, Application and Services, Contact Details
   

The Website, the Application and the Services are managed by the company Terality, a French simplified joint stock company (“Société par Actions Simplifiée”) registered under number 883 163 214 with the Registry of Trade and Companies of Paris, whose head office is located at 15 rue des Halles, Paris (75001), FRANCE ("Terality").

Terality can be contacted, including for any claim, through any of the following channels:

Street Address: 15 rue des Halles, Paris (75001), FRANCE

Email address: contact@terality.com

3. Access to the Application and Services
   

3.1 Legal capacity

The Application and the Services can be accessed by:

• Any person having the full legal capacity to be bound by these General Terms and Conditions. Any person who does not have such full legal capacity may only access the Application and the Services with the agreement of their legal representative.
  

• Any entity acting through a person having full legal capacity to contract for and on behalf of the entity.

3.2 Application and Services for professional use

The Application and the Services are designed and meant for professional use, so that they are intended exclusively for professionals within their activity.

4. Contracting process
   

4.1 Acceptance of the service order

Terality submits to the Client a service order based on the requirements previously expressed by it, and that it must expressly accept.

Unless otherwise agreed between Terality and the Client, the service order is valid for 1 (one) month as of its date of issue. In the absence of an agreement from the Client being issued within that time limit, the service order shall be no longer valid.

Validation shall be carried out by any useful written means and in particular by email. 

Any further purchase by the Client of additional services or any change in the scope of the license shall be subject to a supplementary or amending service order, which shall be validated under the same conditions as those mentioned here above.

The provisions of this new service order shall prevail over those of the old one. In the absence of any indication in the new service order, the commitment periods remain identical to the first service order.

4.2 Acceptance of the General Terms and Conditions

The acceptance of the service order entails full and complete acceptance of these General Terms and Conditions.

Any validation of a service order, whether express or implicit, implies full and complete acceptance of these General Terms and Conditions, in their version in force on the date of the request or the service order in question. Any conditional acceptance is considered null and void. Clients who do not agree to be bound by these General Terms and Conditions must not order Services from Terality.

5. Functioning of the Application

5.1 Once the service order has been accepted, the Client gets access to a link enabling him to download the Terality Client Library. 

After having installed the Client library of Terality, the Client can start consuming the service from its notebook or code executor.

5.2 In order to access the Services, the Client must register on the Website by completing the registration form and complying with any required process. Clients must provide all information that is marked as being required. Incomplete registrations shall not be validated.

Registering automatically entails the opening of an account in the Client’s name (the "Account"), giving the Client access to its own personal space (the "Personal Space") which shall enable it to use the Services in a format and according to the technical means that Terality deems the most appropriate for providing the said Services.

Clients guarantee that all information they provide in the registration form is exact, up to date and sincere and is in no way misleading or dishonest.

They agree to update this information in their Personal Space in the event that any of it should change in order to continuously meet the above-mentioned criteria.

Clients are hereby informed and accept that the information provided by them for the creation or update of their Account is valid as proof of their identity. Details entered by Clients shall be binding upon confirmation.

5.3 Clients can access their Personal Space by logging in to the Website using their connection ID and their password.

Clients agree to use the Services themselves personally and agree not to allow any third party to use them on their behalf, unless accepting full responsibility for the consequences.

Clients are also responsible for keeping their connection ID and password confidential, as any access to the Website with these ID and password are deemed to be made by them. Clients must contact Terality immediately through any of the channels mentioned in Article 2 of these General Terms and Conditions, if they notice that their Account has been used without their knowledge. Clients acknowledge Terality's right to take all measures it deems appropriate in a case such as this.

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5.4 It is the Client’s responsibility to select the users who shall have access to the Website, the Application and the Services (the “Users”), the number of which will depend on the type of Subscription subscribed.

The Client shall appoint among Users an administrator (the “Administrator”) who shall be in charge of the management of Users’ access to the Website and Application, the opening of their accounts (the “User Accounts”), as well as the provision of ID and passwords.

It is the Client’s sole responsibility to ensure that the Users do not allow any third party to access the Application in their place or on their behalf, unless accepting full responsibility for the consequences. The Client expressly acknowledges that any use of the Application under one of these ID shall be deemed to have been made by the relevant User.

6. Description of the Services
   

Clients have access to the following Services, as described in the service order, in a format and according to the technical means that Terality deems the most appropriate.

6.1 Description of the Services

Services provided by Terality are described in the Website and public documentation.

The Application and Services are regularly updated and enhanced during the subscription term. 

Terality may modify the Services or update the Application from time to time without notice to the Client.

6.2 Hosting of the Application

Terality undertakes to ensure, under the terms of an obligation of means, the hosting of :

• the Website,
• the Application, 
• the Accounts, 
• and any content uploaded by the Client to the Website or Application, 
  

in accordance with the practices of the profession and the state of the art, on its own servers or by a professional hosting provider, exercising its activity in accordance with the practices of the profession and the state of the art.

In this context, Terality undertakes to provide the Client with sufficient storage and processing capacity within the framework of the Services, in accordance with the practices of the profession and the state of the art.

Terality undertakes to implement all technical means, in accordance with the state of the art, necessary to ensure security and access to the Services, relating to the protection and monitoring of infrastructures, the control of physical and/or intangible access to said infrastructures, as well as the implementation of detection, prevention and recovery measures to protect servers from malicious acts.

Terality also undertakes to take all useful precautions, in view of the nature of the data and the risks presented by the automated data processing implemented for the purposes of the Services, to preserve the security of the data, and in particular to prevent it from being distorted, damaged or accessed by unauthorized third parties.

6.3 Technical assistance

Terality offers the Client level 1 technical assistance accessible by email at the following address: support@terality.com, enabling the Client to declare any difficulty encountered limited to the sole use of the Application and Services, to the exclusion of any request for improvement or correction of the Application.

6.4 Other Services

Terality reserves the right to propose any other Service that it deems useful, in a format and according to the technical means that it deems the most appropriate for providing the said Service.

Upon request of the Client, Terality can provide additional services, among which:

• Assistance to the Client for the access to the Application;

• Dedicated and custom support to the Client’s use-case

The additional Services that the Client has purchased are indicated in the service order. 

The Client also has the possibility to purchase at any time additional Services, which shall be subject to supplementary or amending service orders to be validated under the same conditions as those mentioned in article “Contracting process”.

7. Service level guarantee
   

Terality undertakes to ensure the permanence, continuity and quality of access to the Website, Application and Services.

In this respect, Terality shall make its best efforts to maintain access to its Website and Application 24 hours a day, 7 days a week, except in cases of force majeure.

Furthermore, in view of the complexity of the Internet, the unequal capacities of the various sub-networks, the influx at certain times, and the various bottlenecks over which Terality has no control, Terality's liability shall be limited to the operation of its servers, the outer limits of which are constituted by the connection points.

Terality may not be held liable for (i) access speeds to its servers, (ii) slowdowns external to its servers, (iii) poor transmissions due to a failure or malfunction of these networks and (iv) a poor Internet connection.

If necessary, Terality reserves the right to limit or suspend access to the Website and/or the Application in order to carry out any maintenance and/or improvement operation. In this event, Terality undertakes to inform the Client in advance of such maintenance and/or improvement operations, within a reasonable period of time, by any useful means and in particular by means of a general information message on the Website and/or Application of such maintenance operations.

In the context of these maintenance and/or upgrade operations, Terality undertakes to make its best efforts to back up the content stored in the Client’s Account and/or the Application.

The Client acknowledges and accepts that this service level guarantee does not cover any breakdown or interruption of the Services caused by telecom operators or internet and mobile web service providers or by poor internet coverage or saturation of internet access linked to the location of an event.

In any event, it is expressly agreed that the breach of any commitment provided for in this article may under no circumstances be sanctioned by the termination of contractual relations with the Client, and his liability shall be limited under the conditions provided for in the article "Liability and guarantee of Terality".

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8. Financial Conditions
   

8.1 Prices

Any subscription to the Services may begin with a free trial period, under the conditions and for the duration specified in the service order.

After this possible free trial period, and if the Client wishes to continue its subscription, the Services become chargeable and the prices of the Services are indicated in the Website and/or the service order.

Unless otherwise stated, they are expressed in Euros and are inclusive of French taxes.

Terality reserves the right, in its sole discretion and according to conditions that it deems appropriate, to propose promotional offers or price reductions.

8.2 Price revision

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The prices provided on the Website or on the service order may be revised by Terality at any time, in its sole discretion.

The Client will be informed of this revision by Terality by any written mean (including email), at least :

• 1 week before the entry into force of the new prices if the subscription is monthly,
• 45 calendar days before the entry into force of the new prices if the subscription is yearly.

When effective, the new prices apply upon the renewal of the Client’s subscription.

The Clients who do not accept the new prices must cancel their subscription according to the provisions set out in article 9. Clients who continue to use the Services after the entry into force of the new prices shall be deemed to have accepted them.

8.3 Invoicing

Terality shall issue invoices for the Services, for each Subscription Period.

These invoices will be sent to the Client through any pertinent channel, and accessible on the Application.

8.4 Terms of payment

Payment of the Subscription price shall be made by any means of payment provided for in the service order, or via a payment provider accessible directly on the Website.

Terality does not keep any of the Client’s bank details.

The price of :

• Monthly subscription is due at the end of the month, 
• Any other subscription is due on the day of the subscription, then on the date of each Subscription renewal.

The Client guarantees to Terality that it has all the necessary authorizations to use the chosen payment mode. The Client undertakes to take all necessary measures so as to ensure safe carrying out of the direct debit.

8.5 Payment delays and incidents 

Invoices issued by Terality are payable within 30 (thirty) days of their issue.

Clients are hereby informed and expressly agree that any payment delay of all or part of any payable amount at its due term shall automatically entail, without prejudice to the provisions set out in articles “Sanctions for breaches” and “Term of the Services and Termination” and without prior formal notice:

• Forfeiture of the term of all amounts payable by the Client in question, that will become immediately due,
  

• Immediate suspension of current Services until complete payment by the Client in question of all amounts due,
  

• Invoicing of a late payment interest, for Terality’s benefit, at the rate of 3 times (three times) the legal interest rate, calculated on the total of all amounts due by the Client in question and a flat indemnity of 40 (fourty) euros as recovery fees, without prejudice of any further compensation in the event effective recovery fees should be higher than this amount.

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9. Term of the Services, termination
   

Clients can subscribe to the Services in the form a subscription (hereinafter referred to as the "Subscription").

Subscription begins on the day of Subscription, subject to payment of the price in accordance with Article “Financial Conditions”, for the duration subscribed by the Client (hereinafter referred to as the "Initial Period"), from date to date.

It is then automatically renewed for successive periods of the same duration as the Initial Period (hereinafter referred to, with the Initial Period, as the "Subscription Period(s)"), from date to date, unless notice of termination is given by either Terality or the Client at the latest:

• 2 (two) days before the term of the current Subscription Period if the Subscription is monthly,
• 1 (one) month before the term of the current Subscription Period if the Subscription is yearly, or at least quarterly.

Clients can cancel their Subscription :

• by making a request to Terality by email, at contact@terality.com,
• by registered mail with acknowledgement of receipt 
• or directly on the Website.

Subscription cancellation is effective upon expiration of the last Subscription Period and causes the automatic deletion of the User’s Account, along with all corresponding stored content.

Any Subscription Period started is due in full.

During the term of its Subscription, the Client has the possibility to add additional functionalities, either by signing a new Service Order or directly on the Website for some Services, through a payment service provider: 

• 1 week before the end of its Subscription if the Subscription is monthly,
• 45 days before the end of its Subscription if the Subscription is yearly.

When a Client unsubscribes because it does not agree with an amendment of these General Terms and Conditions or a revision of the prices of the Services, the General Terms and Conditions and the prices previously agreed shall continue to apply to this Client until cancellation of the subscription if effective.

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10. Agreement in relation to proof
    

Clients expressly acknowledge and accept that:

1. Data collected on Terality's Website, Application and its computer equipment attest to the reality of the transactions performed in the context of this Agreement,
   

2. This data is the main means of acceptable proof between the parties, in particular for the calculation of amounts due to Terality.

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11. Obligations for Clients
    

Without prejudice to other obligations provided for in this Agreement, Clients undertake to respect the following obligations.

11.1 Clients agree, in their use of the Services, to respect and abide by all laws and regulations in force and not to violate public order or infringe the rights of any third party.

Each Client is solely responsible for successfully completing all necessary administrative, tax and/or social formalities, as well as for the payment of contributions and taxes of all types concerning them that could result from their use of the Services. Terality shall in no case be held liable in this respect.

11.2 Clients acknowledge having read on the Website and understood the characteristics and constraints, technical in particular, of the entire range of Services. Each Client is solely responsible for their use of the Services.

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11.3 Clients agree to provide Terality with all information necessary for the proper performance of the Services. More generally, Clients agree to actively cooperate with Terality with a view to ensuring the proper performance of this Agreement.

11.4 The Client also undertakes to alert Terality of any attack, potential threat or attempt at intrusion by a third party into the User Accounts.

More generally, the Client shall actively cooperate with Terality for the proper performance of this Agreement and keep Terality informed with any difficulty in such performance.

11.5 Each Client is solely responsible for the contents of whatever nature (editorial, graphic, audio, audiovisual or otherwise), that are transmitted to Terality, broadcasted or publicized within the framework of the Services, on the Application or the Website (the "Content").

Each Client guarantees Terality that the former has all the necessary rights and authorizations for the use and transmission of this Content.

Clients agree that this Content is legal, does not disrupt public order, is not contrary to accepted standards of public decency, does not infringe any third party rights or legal provision and/or regulation, and, more generally, is in no way likely to bring the civil or criminal liability of Terality into play.

Clients therefore agree to refrain from transmitting to Terality, in particular, but not limited to:

• Content that is pornographic, obscene, indecent, shocking or unsuitable for a family audience, defamatory, slanderous, or of a violent, racist, xenophobic or revisionist nature,
• Counterfeit Content,
• Content that is detrimental to the image of any third party,
• Content that is false, misleading or proposing or promoting unlawful, fraudulent or misleading activities,
• Content that could harm a third party's computer system (such as viruses, worms, Trojan horses, etc.),
• And, more generally, any Content that is likely to infringe on the rights of others or cause harm to others in any manner or form.

11.6 Clients acknowledge that the Services provide them with an additional solution, not an alternative solution, to execute their code, and that this solution cannot substitute other means that Clients may dispose of elsewhere to reach the same goal.

11. 7 The Client is solely responsible for the documents, elements, data, information and content that they provide to Terality. The Client guarantees Terality that it is authorized to provide Terality with these documents, elements, data, information and content and that it has all the necessary rights and authorizations to use them within the scope of the Services. 

11.8 The Client is also solely responsible for the correctness, truthfulness and completeness of the documents, data, information and Content, and Terality cannot be held liable for any errors, typos, omissions or indications that may mislead the calculation of commissioning plans and variables due to a breach by the Client or a User of this clause.

Under no circumstances can Terality be held liable if the calculations are wrong due to an error attributable to the Client or User, or to the data transmitted to Terality.

11. 9 Clients must take all necessary measures to back up through their own resources the information they deem necessary in their Personal Space, as no copy of this information shall be provided to them.

11.10 Clients expressly acknowledge that the use of the Services require that they should be connected to the internet and that they are solely responsible for such connection.

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12. Clients' Guarantee
    

Each Client agrees to defend, indemnify and hold Terality harmless from and against any claims, demands, actions and/or grievances whatsoever, that Terality could incur as a result of a breach by the Client in question of any one of its obligations or guarantees under these General Terms and Conditions.

Clients agree to compensate Terality for any prejudice that the latter could be subject to, and to pay any costs, liabilities, charges and / or convictions that the latter could incur, as a result of such a breach.

13. Prohibited behavior
    

13.1 It is strictly prohibited to use the Services to the following ends: 

• Carrying out activities that are unlawful, fraudulent or infringe on the rights or the security of others,
• Violating public order or any local policy or laws,
• Hacking into the computer system of a third party or any activity aimed to harm, control, interfere or intercept all or part of a third party's computer system, violating its integrity or its security,
• Sending unsolicited emails and / or prospecting or commercial solicitation,
• Tampering with the aim to improve referencing of another site,
• Using the Application or the Website for the release of information or links to third party websites,
• Assisting or inciting, in any manner or form whatsoever, the carrying out of one or several of the actions or activities described above,
• And more generally, any action that uses the Services for any other purpose than that for which they were designed.

13.2 Clients are strictly prohibited from copying and / or using for their own purposes or those of a third party, the concept, technology or any other component of Terality's Website or Application.

13.3 The following is also strictly prohibited: (i) any behavior that would interrupt, suspend, slow down or prevent continuity of the Services, (ii) any hacking or attempts to hack into Terality's IT systems, (iii) any hijacking of the Application's system resources, (iv) any acts that would place a disproportionate load on the Website or Application's infrastructure, (v) any attempts to breach the Website or Application's security and authentication structures, (vi) any acts that could infringe on the rights and financial, commercial and moral interests of Terality or of the Clients of its Application and finally, more generally, (vii) any breach of these General Terms and Conditions.

13.4 It is strictly prohibited to make money from, sell or concede all or part of one's access to the Services or to the Application or to the information that is hosted and / or shared on the Application.

14. Sanctions for breaches
    

In the event of a breach by a Client of any of the provisions of these General Terms and Conditions or more generally, of any infringement by the former of any laws and regulations in force, Terality reserves the right to take any measures it deems appropriate and in particular:

• to suspend, cancel or prevent access to the Services for any Client who has breached any provision or infringed any law or regulation, or who has participated in this breach or infringement,
• to delete all content placed by the latter online on the Website or Application,
• to publish on the Website or the Application any related informational message that Terality deems useful,
• to inform any relevant authorities,
• to commence and prosecute any legal proceedings.

Terality also reserves the right to end the Agreement :

• either in full law, 15 (fifteen) days after reception, by the Client, of a formal notice, sent by registered letter with acknowledgement of receipt and stating the intention to apply this clause, which remained ineffective,
  

• or, in case of substantial breach or a repetition of a breach which was already notified by registered letter with acknowledgement of receipt, the cancellation shall then take effect in full law on the date the registered letter with acknowledgement of receipt stating the repeated breach is sent,
  

… this without prejudice to any damages that could be claimed from the Client in breach.

The cancellation will cause the automatic deletion of the Client’s Account, without prejudice to the other consequences that may be set out in the present General Terms and Conditions.

15. Liability and guarantee of Terality
    

15.1 Terality agrees to provide the Services with diligence and in compliance with trade practice, specifying that it has an obligation to provide due care, but this without any obligation of result, and this is expressly acknowledged and agreed by Clients.

15.2 Terality has no knowledge of the Content processed through its Application or Website as part of the Services, and shall not moderate, select, check or monitor in any way this Content, with regard to which Terality only intervenes within the role of hosting provider.

Moreover, any Content published on the Application or the Website that causes prejudice to a third party can however be the subject of a complaint to Terality within the conditions defined in Article 6 I 5 of the French law No. 2004-575 on confidence in the digital economy of 21st June 2004, Terality reserving the right to take the measures set forth in Article 14 of these General Terms and Conditions.

15.3 Terality assumes no responsibility in the event that any information from the Personal Space of a Client is lost. Clients should keep a backup copy and shall not be able to claim for any damages caused by any loss of this information.

15.4 Terality agrees to regularly check that the Application and the Website are operational and can be accessed. To this end, Terality reserves the right to interrupt access to the Application or the Website momentarily for maintenance purposes. In the same way, Terality shall not be held liable if the Application or the Website is ever momentarily difficult (or impossible) to access, the causes of these circumstances being outside Terality's control, force majeure, or due to any disruption in the telecommunications network.

15.5 Terality does not guarantee to Clients (i) that the Services, which are subject to constant research to improve their performance and progress, will be totally free of errors, faults or defects, (ii) that the Services, being standard and not offered specifically to any one given Client according to that Client’s own personal constraints, shall specifically meet that Client’s needs or expectations.

15.6 In any event, any liability that could be incurred by Terality within the framework of this Agreement is expressly and solely limited to:

• the total amount invoiced by Terality in consideration of the Services for which Terality was held liable at the event giving rise to the alleged damage. 
• Direct actual damages suffered by Clients.

Even so, Terality shall be held liable only in case Clients issue a claim by sending a registered letter with acknowledgement of receipt within one month of such event.

16. Intellectual Property
    

The systems, software, structures, infrastructures, databases and content (text, images, graphics, music, logos, trademarks, databases, etc.) used by Terality on the Application and on its Website, are protected by all intellectual property rights, or rights for the creators of databases, in force. Any dismantling, decompilation, deciphering, extracting, reusing, copying and, more generally, any reproduction, representation, publishing or use of all or part of any these items, without Terality's authorization, is strictly prohibited and could lead to prosecution.

The Client may provide feedback to Terality about the Application and Services (e.g. technical support input, suggestions, or enhancement requests) and generate usage analytics (e.g. non-identifiable technical data and metadata from usage of the Application and Services). Terality may use the Client’s feedback and anonymous usage analytics to: (i) compile statistical and performance information related to the Application, the Website and Services; (ii) improve the Application, Website and Services; and (iii) develop and publish benchmarks and similar informational reports.

17. Confidentiality
    

Each party undertakes to keep strictly confidential the documents, elements, data and information of the other party which it may receive which are expressly identified by the other party as confidential and regarding the Application or the Website. As far as Terality is concerned, the parties expressly agree that this obligation of confidentiality shall cover the personal data that it will be required to process for the Client within the framework of the Services. 

All of this information is hereinafter referred to as "Confidential Information". 

The party receiving Confidential Information undertakes not to disclose it without the prior consent of the other party for a period of 3 (three) years from the end of the performance of the Services concerned. It may only transmit them to employees, collaborators, trainees or consultants if they are bound by the same obligation of confidentiality as provided for herein. This obligation does not extend to documents, elements, data and information:

(i) of which the receiving party was already aware;

(ii) which were already public at the time of their communication or which would become public without breach of this Agreement;

(iii) which would have been lawfully received from a third party;

(iv) the disclosure of which is required by judicial authorities, pursuant to laws and regulations or in order to establish a party's rights under this Agreement.

By express agreement between the parties, any breach of this confidentiality agreement by Client shall render it liable to Terality for any damages that may be claimed.

18. Compliance with social regulation
    

Terality declares that it complies with fiscal and social legislation in force, to be up to date in its payment of social security contributions and to be able to provide evidence of compliance with the various applicable requirements in this regard, at the request of the Client. Terality must obligatorily provide the Client, upon request, every six (6) months, until the term of this Agreement, with the following documents:

• an identification card proving registration in the trade register or a certificate of registration in the Trade and Companies Register dated less than 3 (three) months ("extrait K" or "KBIS", company registration) or equivalent for a foreign company,
  

• proof of delivery of Client's social security declarations, issued by the social security agency responsible for collecting social contributions, 
  

• the sworn statement in which Terality certifies that it has filed with the tax authorities on the date of the statement, all required tax returns, and that the work shall be conducted with employees that are legally employed with regard to the French Labour Code.

19. Authorization to disclose testimonials
    

For the term of their use of the Services, Clients hereby grant to Terality the right to disclose the testimonials they publish on the Application or the Website (hereinafter referred to as the “Testimonials”) for purposes of its promotion, on the following basis:

• Clients agree to their Testimonials being published free of charge by Terality, on the Website and on any other French or foreign Internet sites published by any other companies with which Terality has agreements,
• They agree to their Testimonials being published by Terality by any means and on any medium, with the purpose of promoting the Application,
• They agree to their editorial Testimonials being translated into any language,
• They acknowledge and agree that the Testimonials may be subject to modifications especially concerning its scaling, format and color, as well as to alteration or deterioration of its quality depending on the technical constraints of the Website,
• They renounce claiming any type of payment, fee, royalty, indemnity or financial compensation from Terality in this respect.

20. Personal Data
    

20.1 Terality as data controller

Terality acts as a data controller with regard to the processing of personal data collected in its Website or entered in the Personal Space of each User.

As a data controller, Terality practises a policy of protection of personal data, the characteristics of which are detailed in the document "Privacy Policy ", which the Client is expressly invited to read in Appendix 1.

20.2 Terality as sub-processor

• Purpose
  

The purpose of this clause is to define the conditions under which Terality undertakes to carry out, on Client’s behalf, the processing of the personal data transmitted to it through its Application.

As part of their contractual relations, the Parties shall undertake to comply with the applicable regulations on personal data processing and, in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (hereinafter referred to as the "General Data Protection Regulation" or “GDPR”).

• Description of the processing being subcontracted out
  

Terality is authorized to process, on behalf of the Client, the necessary personal data for providing the Services. The characteristics of the processing are as follows: 

Purpose of the processing

The performance of the Agreement (ie. to execute code)

Categories of personal data

Any personal data processed by the Client in the code transmitted to Terality

Data subjects

Any person whose personal data has been transmitted to the Client for processing through the Application

Duration of the processing

Until the User(s) or Client exports all data to its own servers, and a maximum of 3 years from the date of unsubscribing

Place of the processing

Europe

Sub-processor (if applicable)

Amazon Web Services EMEA SARL

The Client acts as the data controller and must fulfil its obligations pursuant the GDPR, in particular as regards the obligation to inform data subjects, the keeping of a register of the processing operations carried out and more generally, compliance with the principles of this regulation. 

The data provided by the Client to Terality for the purpose of performing the Services remains the sole property and under the sole responsibility of the Client. 

Terality acts exclusively as the processor of such personal data.

• Terality's obligations with respect to the Client:
  

- Data processing:

Terality undertakes to process the data only for the purpose of performing the Services and in accordance with the Client’s documented instructions, including with regard to the transfer of data outside the European Union. Where Terality considers that an instruction infringes the applicable legislation, it shall immediately inform the Client thereof. 

In the event of data transfer outside the European Union, it is furthermore incumbent on Terality to ensure the existence of an adequacy decision issued by the Commission or of appropriate guarantees to allow this transfer in compliance with the GDPR.

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- Security and data confidentiality:

Terality undertakes to implement the appropriate technical and organizational measures to ensure the security and integrity of personal data, their backup and the restoration of their availability in the event of a physical or technical incident. Terality ensures that the persons authorized to process the personal data hereunder have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. 

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- Other sub-processors: 

Terality shall not use another processor without the Client’s prior general written authorization. 

Terality may use another processor (hereinafter "the Sub-Processor") to carry out specific processing activities. In this case, Terality shall inform the Client, in writing beforehand, of any intended changes concerning the addition or replacement of other Sub-Processors. This information must clearly indicate which processing activities are being subcontracted out, the name and contact details of the Sub-Processor and the dates of the subcontract. The Client has a period of 15 (fifteen) calendar days from the date of receipt of this information to present its objections. Such sub-contracting may only be carried out if the Client has not raised any objections during this period.

The Sub-Processor is obliged to comply with the obligations hereunder on behalf of and in accordance with the Client’s instructions. It is Terality's responsibility to ensure that the Sub-Processor provides the same sufficient guarantees regarding the implementation of appropriate technical and organizational measures so that the processing meets the requirements of the GDPR. If the Sub-Processor fails to fulfil its data protection obligations, Terality remains fully liable to the Client for the Sub-Processor’s performance of its obligations.

- Provision of information: 

Terality undertakes to respond to any request for information sent to it by the Client, whether in the context of a request to exercise their rights by the data subjects, a privacy impact assessment, or a request made by the data protection authorities or the Client's data protection officer.

- Notification of personal data breaches: 

Terality shall notify the Client of any personal data breach not later than 72 (seventy-two) hours after having become aware of it. Said notification shall be sent along with any necessary documentation to enable the Client, where necessary, to notify this breach to the competent data protection authority.

- Fate of the data: 

With regard to possible promotion operations towards Clients, their data may be stored for a period of three years from the end of the commercial relations with them.

- Documentation: 

Terality shall make available to the Client, at the Client's request, all information and documents necessary to demonstrate compliance with its obligations. 

21. Commercial references
    

Clients expressly authorize Terality to cite and use as appropriate a reproduction of their trademark or logo as a commercial reference, especially at events, in its business documents and on its Internet site, in any form whatsoever.

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22. Force majeure
    

Under no circumstances can the parties be held responsible for failures or delays in the execution of these General Terms and Conditions due to one of the force majeure event as defined by article 1218 of the French Civil Code and recognized by jurisprudence, as well as, in any case, all acts of strike, terrorism and epidemic.

The occurrence of a force majeure event suspends the execution of these General Terms and Conditions as soon as one of the parties receives the information transmitted by registered letter with acknowledgement of receipt by the other party.

If a force majeure event preventing a party from fulfilling its obligations continues beyond a period of 30 (thirty) days, the General Terms and Conditions may be terminated immediately, without legal formalities, by either party, by any written means, without either party having to pay any compensation to the other.

23. Amendments
    

Terality reserves the right to amend these General Terms and Conditions at any time. 

Clients shall be informed of these amendments through any pertinent channel.

Any Client who does not agree with the amended General Terms and Conditions must unsubscribe from the Services according to the provisions set out in Article 9.

Clients who continue to use the Services after the entry into force of the amended terms and conditions shall be deemed to have accepted these amendments.

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24. Language
    

In the event of a translation of these General Terms and Conditions into one or more languages, the language of interpretation shall be English in the event of any contradiction or dispute concerning the meaning of any one of their terms or provisions.

25. Law and Jurisdiction
    

These General Terms and Conditions are governed by French law. Any dispute that may arise in connection with its validity, interpretation or execution shall be subject to the exclusive jurisdiction of the Commercial Court of Paris (France), unless mandatory procedural rules to the contrary exist.