APPLICATION USAGE RIGHTS AGREEMENT FOR THE WEBVERT SELF-DIAGNOSTIC APPLICATION

Webvert and the Client are hereinafter collectively referred to as the "Parties" and individually as a "Party".

Webvert provides website decarbonization services to its clients for their professional activities. In this context, it has also developed a self-diagnostic tool dedicated to content websites (showcase site, corporate blog, e-commerce, media) which it offers to its clients. Webvert has all the necessary rights to grant usage rights for this application to its clients who wish to use it.

The Client wishes to use this application hosted by Webvert. As part of its duty to inform and advise, Webvert has made available to the Client documentation presenting this Application (as defined below) on the website www.lewebvert.fr (hereinafter the "Site"), which the Client acknowledges having read. The Client may, prior to accepting the contract, perform a free self-diagnosis to know its decarbonization potential, request any additional information and/or attend an additional demonstration of the services offered, failing which, the Client acknowledges having been sufficiently informed.

Any specifications or requirements document established by the Client will not be taken into account by Webvert under the contract unless expressly validated by Webvert before the conclusion of these presents.

Any order from the Client and/or use of the service implies the express and unreserved acceptance by the Client of these stipulations, as well as the respect of the obligations incumbent upon him, the Client acknowledging having fully read and accepted them. The application of any general purchasing conditions, special conditions or provisions, relating to the service provided by Webvert, appearing in any other document, is excluded unless expressly validated by Webvert before the conclusion of these presents.

This being recalled, Webvert and the Client have concluded this contract.

Administrator: refers to the natural person identified by the Client as such on their Webvert space.

Blocking Anomaly: anomaly that, individually or cumulatively, prevents the use or operation of the software application or causes an abnormally high inconvenience.

Non-Blocking Anomaly: anomaly that does not prevent the operation of the Application’s functionalities and only causes a tolerable and/or circumventable inconvenience.

Application: refers to the "Webvert" ecological performance self-diagnostic software intended for professional clients, developed and hosted as stipulated above and used by the Client’s End Users.

Order Form: document signed, if applicable, by the Client specifying the contours of the Webvert offer to which they subscribe.

Client: refers to the natural or legal person who signs the Contract and commits according to its stipulations towards Webvert.

Contract: refers to this contract concluded by the Client and Webvert. Personal Data: refers to the name, first name, email, and phone number of the Administrator and End Users, collected by Webvert in the context of providing the Application.

Deliverable: refers to any element to be delivered by Webvert to the Client under the Contract, including the Application and the self-diagnostic report which contains aggregated data from the Client’s website and indicates the corrections to be made to improve its ecological performance.

End User: refers to each natural person at the Client designated by the Administrator who benefits from an access code to the Application. It is the Administrator’s responsibility to ensure that these persons have agreed to have their email addresses added to the Client’s Webvert account.

The purpose of the Contract is to set the conditions for:

The Contract comes into effect on its conclusion date by the Client and Webvert, for an indefinite period.

Each Party may terminate the Contract at any time by sending a registered letter with acknowledgment of receipt to the other Party, mentioning the Contract number appearing on the invoices, with one (1) month’s notice.

Notwithstanding the foregoing, each Party may declare this Contract terminated by operation of law with immediate effect if, within fifteen days following notification to the defaulting Party informing them that one of their obligations under the Contract has not been fulfilled or of a violation or breach of the Contract’s stipulations, the defaulting Party has not taken all measures to remedy such deficiency, breach, or violation.

Webvert undertakes to provide the Client with non-exclusive and non-transferable access and usage rights to the Application, for each End User, for the duration of the Contract and in accordance with its stipulations.

After the initial communication by Webvert of the Application access codes to the Administrator, the latter will be responsible for assigning (and subsequently modifying) the usernames and user rights to the End Users and creating their passwords and usernames (hereinafter the "Identifiers").

The Identifiers are intended to reserve access to the Application, protect its integrity and availability, as well as the integrity, availability, and confidentiality of the Client’s and End Users' Personal Data. The Identifiers are personal and confidential. The Client undertakes to do everything possible to keep the Identifiers secret and not to disclose them in any form. The Client is fully responsible for the use of the Identifiers. They will ensure that no other person not authorized by Webvert has access to the Application. Generally, the Client assumes responsibility for the security of individual access points to the Application. If they become aware that another person is accessing it, the Client will inform Webvert without delay and confirm it by registered mail. In case of loss or theft of one of the Identifiers, the Client will use the procedure set up by Webvert to recover their Identifiers.

Webvert may send all communications related to the Application to the Administrator, considered as the referent, by email.

Webvert undertakes to make the Application accessible 24 hours a day, 7 days a week, except for maintenance operations. In case of a technical incident, outside of maintenance operations, making access to the Application unavailable, Webvert undertakes to use all necessary means to restore full access to the Application as soon as possible.

It is the responsibility of the Client and End Users to ensure that the URL entered for the self-diagnosis is correctly spelled and that the Client’s site is publicly accessible to anonymous internet users. The Client guarantees that they are the owner of the website or have the necessary rights to perform the self-diagnosis of said website.

Webvert only provides the SaaS solution and the self-diagnostic report. It is then up to the Client to correctly and compliantly implement the recommendations it contains.

The Client’s website self-diagnostic report is made available on their Webvert space.

The Contract includes assistance provided via the online space, by email, or any other suitable means.

The assistance only concerns requests related to the actual use of the Application.

Webvert holds all the necessary rights for the purpose of granting usage rights on the Application.

Webvert grants, under the stipulations of the Contract, to the Client, who accepts it, a non-exclusive, non-transferable, and non-assignable right to use the Application.

Each usage right granted to each End User is personal, nominative, and non-assignable.

The Client is not authorized to use the Application for the benefit of third-party companies.

The Client is free to add or remove End Users.

To use the Application, the Client must first verify the compliance of their computer equipment with the technical requirements in effect at the time of the Contract’s conclusion, known and accepted by the Client.

These requirements are subject to change without notice and are available upon request.

The Client ensures that they have read and understood the minimum recommendations required for the use of the Application and guarantees, in particular, the compliance of their equipment with these recommendations. The Client acknowledges having been fully informed of the characteristics of the Application, its functionalities, constraints, and limitations, its mode of operation, and its adaptation to their needs. They confirm having been duly informed and release Webvert from providing any additional information.

Webvert reminds that:

The Client undertakes not to use the Application for illicit, prohibited, or illegal purposes.

The Client undertakes to provide all necessary information to enable the implementation of the Application. Before registering any URL, the Client undertakes to verify that their pages are not affected by a computer virus using an antivirus software of their choice. The Client undertakes to have the necessary equipment and access devices for remote access and use of the Application.

The Client undertakes to maintain active and regular collaboration in their relations with Webvert.

As part of their general duty of collaboration towards Webvert, the Client undertakes to promptly communicate any error as well as any useful information for identifying its causes. They will make their best efforts to participate in or allow the implementation of tests, provide any necessary document or information, and allow access to any software or data.

The Client will take all reasonable measures to ensure the protection and integrity of their IT environment. In this context, Webvert advises the Client to install on their own workstations and/or server a license for antivirus software with regular updates.

The price that the Client undertakes to pay to Webvert in exchange for the right to use the Application is a flat rate for a given number of web pages defined as unique URLs.

The applicable price is the one listed on the subscription page. The Client can use the purchased credit(s) without a time limit. Unused credits do not entitle the Client to any refund from Webvert.

Payment will be made by direct debit, bank transfer, or credit card.

The invoice payment must be made by the agreed due date, either in the order form or on the subscription page, without discount. The Client expressly accepts electronic invoicing. Webvert’s electronic invoices are available on the Client’s online space.

Webvert may modify the prices during the execution of the Contract. The price displayed on the Site will be applicable on the day of the credit(s) subscription.

Without prejudice to any damages, the Client’s failure to pay an invoice by its due date will automatically result in:

These data may be communicated to Webvert’s potential partners responsible for the execution, processing, management, and payment of the services provided to the Client.

These information and data are also kept for security purposes, to comply with legal and regulatory obligations. The processing of information communicated through the Site meets the legal requirements for the protection of Personal Data, with the information system used ensuring optimal protection of these data.

Within the aforementioned limits, the Client has the right to access, rectify, oppose, delete, and port all their Personal Data. To exercise these rights, the Client can either send an email to contact@lewebvert.fr or send a letter to the address: WEBVERT 162 allée du manoir – 76160 PREAUX (France), indicating their name, first name, email, address, and if possible their client reference. In accordance with the applicable regulations, the Client’s request must be signed and accompanied by a photocopy of an identity document bearing their signature and specify the address to which the response should be sent.

In any case, each Party undertakes to comply with all applicable laws and regulations relating to the protection of personal data and shall not in any way cause the other Party to be in violation of any of these laws and regulations in the performance of the Contract.

"Confidential Information" means any information, data, or document, of any nature, communicated in writing by the disclosing Party to the receiving Party during the performance of the Contract. Confidential Information may include, but is not limited to, technical, commercial, strategic, or financial information, formulas, samples, specifications, drawings, designs, software, models, reports, descriptions, studies, analyses, or compilations. Derived information created by the receiving Party from Confidential Information is also considered Confidential Information. It may include, but is not limited to, translations, adaptations, or arrangements of Confidential Information, or reports, tests, or evaluation results.

The receiving Party undertakes to treat all Confidential Information in a secret and confidential manner. Consequently, it undertakes to:

These confidentiality obligations do not prevent the receiving Party from copying or reproducing all or part of the Confidential Information, provided that these acts are necessary for the implementation of the Contract.

The restrictions on the use and disclosure of Confidential Information will not apply to information:

The receiving Party undertakes to return or destroy, at the first request of the disclosing Party and at any time, the Confidential Information and any copies thereof, except for elements retained in compliance with a legal obligation, such as an archiving obligation.

All Confidential Information remains the property of the disclosing Party. No provision of the Contract may be interpreted as obliging the Parties to communicate information in their possession. No provision of the Contract may be interpreted as granting or conferring to the receiving Party, directly or indirectly, explicitly or implicitly, by license or any other means, a right to the Confidential Information, nor to the information derived from the Confidential Information, it is notably forbidden for the receiving Party to file, directly or indirectly, in its own name or in the name of third parties, a patent or trademark application, or to claim any other intellectual property right, protecting or mentioning the Confidential Information of the disclosing Party.

The Parties undertake to respect the obligations resulting from this article for the entire duration of the Contract as well as for five (5) years from its termination.

Webvert is fully responsible for the actions of its employees, subcontractors, and possible agents involved in the execution of this Contract.

Webvert is not responsible for service outages and interruptions that are not due to its own actions and are particularly related to a third party or technical operators with whom it collaborates or to electronic or hardware problems (e.g., fraudulent intrusion, network malfunction, malfunction related to third-party software service provider, modification of the API of the third-party software service provider, etc.).

Regarding security and cybercrime, Webvert only ensures the implementation of recognized best practices in this field. Despite the existence of technical measures in place, Webvert cannot guarantee that it will be able to withstand all intrusion attempts, virus transmissions, Trojan horses, logic bombs, and, more generally, any act of hacking. The Client must take all appropriate measures on their side to protect their own data, website, software, network identification elements, and computer equipment.

Webvert’s liability is limited to direct damages caused by its own fault, and Webvert shall not be held responsible for indirect or unforeseeable damages or damages that may result from the use of the Application by the Client. By express agreement between the Parties, indirect damage includes any financial or commercial loss, loss of profit, data, clientele, as well as any action brought by a third party against the Client.

In any event, if Webvert’s liability were to be engaged by the Client under the Contract for direct damages suffered by the Client, the right to compensation would be limited, all causes and damages combined, to the amount of the last 12 months of remuneration actually received from the Client by Webvert.

Webvert will have the right to suspend the performance of its contractual obligations in the event of non-payment of an invoice by the Client.

The Deliverables will remain in any case the exclusive property of Webvert, who is the sole owner. Consequently, the Client may not pledge, transfer, sublicense, or lend them for a fee or free of charge and undertakes to maintain on all copies, even partial, the ownership notices in favor of Webvert, indicated on the Deliverables.

Webvert guarantees the Client peaceful enjoyment of the Deliverables. If one or more Deliverables were to be recognized as infringing by a final court decision, Webvert must, at its choice, provide the Client with (a) either another Deliverable with the same characteristics, (b) or obtain the right for the Client to continue using and exploiting the said Deliverable. Webvert will take responsibility and bear the cost of the legal action or settlement negotiation and will assume, in place of the Client, all damages to which the Client may have been condemned by a final court decision, subject to the provisions of article 13.

All rights not expressly transferred or granted by the Contract remain the full and entire property of each Party. As such, the names and trademarks of Webvert, as well as all figurative or non-figurative trademarks, illustrations, images, and logos, whether registered or not, are and will remain the property of Webvert.

Any total or partial reproduction, modification, or use of these elements, for any reason and on any medium, without the express and prior agreement of Webvert, is strictly prohibited and constitutes an act of counterfeiting and/or unfair or parasitic competition.

The same applies to any copyright, design, model, and patent. The methodology developed by Webvert is developed internally and is, as such, protected by intellectual property law.

No Party shall be held responsible for any failure to fulfill its obligations under the Contract if such failure results from a force majeure event such as, but not limited to: a government decision, including any withdrawal or suspension of any authorizations, a total or partial strike, internal or external to the company, a fire, a natural disaster, an epidemic, a state of war, a total or partial interruption or blockage of telecommunications or electrical networks, an act of hacking or more generally any other force majeure event presenting the characteristics defined by case law.

The Party noting the event must immediately inform the other party of its inability to perform its service. The suspension of obligations or the delay caused by such a force majeure event shall not in any case be a cause of liability for non-performance of the obligation in question, nor induce the payment of damages or late penalties.

Webvert declares that it is insured for its professional civil liability with a reputedly solvent company for all material damages resulting from the execution of services by its staff. Webvert undertakes to maintain these guarantees throughout the duration of the Contract and to provide proof of this at the Client’s request.

The Parties declare and acknowledge that they are and will remain independent professionals throughout the duration of the Contract and that this Contract does not confer on either Party the status of partner, employer, employee, agent, or representative of its contractor, nor the power to bind the other Party in any way, each Party assuming the risks of its own operation. The same applies to the expenses incurred by each Party related to its activity.

The Client authorizes Webvert to mention its name (and/or use its logo) in its reference lists and technical and commercial proposals, communications to its staff, internal management documents, annual report to shareholders, and other legislative and regulatory obligations, as well as in any advertising project, press articles, or other communications related to the Contract for its promotion (website, commercial brochure, etc.) and this exclusively during the duration of the Contract.

The Contract may not be assigned in whole or in part, for a fee or free of charge, by the Client, without the prior written, express, and prior authorization of Webvert. Webvert reserves the right to use any subcontractor of its choice, under the conditions and limits possibly imposed by the regulations on the protection of personal data. As such, the Client authorizes Webvert to subcontract all or part of the execution of the Contract to any subsidiary.

Webvert also reserves the right to assign this Contract without formalities, subject to prior notification to the Client. The assignee entity will be substituted for Webvert, and this from the date of the assignment. The assignee entity will become the Client’s co-contractor, which the Client acknowledges and accepts; the assignee undertaking to fully comply with the rights and obligations arising from this Contract.

Webvert reserves the right to transfer at any time the benefit and charges of this Contract to any company or organization of its choice without being required to inform the Client, in compliance with the legislation in force and subject to ensuring the continuity of the Contract described herein.

The Parties acknowledge the validity and probative force of emails, SMS, notifications made by the Parties, and documents exchanged between them via the Site portal.

In case of contradiction, only the elements established and/or kept by Webvert will prevail over those produced by the Client.

The fact that a Party does not invoke at a given time any provision of the Contract cannot be interpreted as a waiver to invoke any of the said conditions later.

Webvert’s liability cannot be engaged beyond a conventional prescription period of 2 (two) years from the occurrence of the proven damage exclusively attributable to it.

The possible annulment of one of the clauses or one of the paragraphs in this Contract or in other contractual documents, notably by a court decision, shall not affect the other provisions which will continue to have their full and entire effect. However, the Parties may, by mutual agreement, agree to replace the invalidated stipulations.

In case of translation of this Contract, only the French version is binding between the Parties, which the Client expressly acknowledges and accepts, regardless of their nationality.

The Parties acknowledge that the Contract and all its annexes and/or amendments, if any, as well as all other stipulations incorporated by reference herein, constitute the entire agreement between them relating to the subject matter of the Contract and prevail over all prior verbal and/or written commitments between the Parties relating to the subject matter hereof.

The Contract is subject to French law, to the exclusion of any other legislation, the provisions of articles 1220 to 1223 of the French Civil Code being excluded.

In order to find a solution together to any dispute that may arise in the execution of the Contract, the Parties agree to meet within 15 days from the receipt of a registered letter with acknowledgment of receipt notified by one of the two Parties. If at the end of a new period of fifteen days, the Parties do not reach an agreement on a compromise or a solution, the dispute will then be submitted to the competent courts of Rouen.

V. 17.10.2024