General Terms of Service

Article 1 - Definitions

Terms and expressions in which the first letter of each word is capitalized have, within the Terms of Use, the meaning attributed to them below, whether they are used in the singular or plural.

1. "Authorized User" means an identified Client, a natural person, authorized to access the Solution.
2. "Confidential Information" means any information communicated (whether in writing, orally or by other means and whether directly or indirectly) by a Party to the other Party before or after the effective date of these Terms of Use, including, without limitation, processes, plans, know-how, trade secrets, inventions, techniques, trade opportunities and activities of one of the Parties.
3. "Content" means all elements provided by the Client (e.g., sales pitches), trademarks, distinctive elements and commercial documents protected by rights and/or authorizations held by the Client.
4. "Fee" means amounts owed by Client to SalesPath, in consideration of which SalesPath provides the Services. The methods for calculating the Fee are specified in the tariff conditions available in the license agreement signed by the Client.
5. "Force Majeure" means an event external to the Parties, unforeseeable and irresistible, as defined by the jurisprudence of the French courts, including: war (declared or not); terrorist act; invasion; rebellion; blockade; sabotage or vandalism; strike or social dispute, total or partial, external to each of the Parties; bad weather (including floods, thunderstorms and storms); event declared a "natural disaster"; fire; demic spike; pandemic; blocking means of transport or supply (especially energy); failure in the supply of electrical energy, heating, air conditioning, telecommunications networks, data transport.
6. "Personal Data" means the personal data (in particular of Authorized Users) that are intended to be processed via the Solution.
7. "Services" means all services provided by SalesPath to Client under the Terms of Use.
8. "Client Data" means the documents, information and data processed by the Client via the Solution. Client Data may include Personal Data.

Article 2 - Object

Terms and expressions in which the first letter of each word is capitalized have, within the Terms of Use, the meaning attributed to them below, whether they are used in the singular or plural.

1. the provision of the Solution;
2. monitoring the operation of the Solution.

The provision of any additional service is excluded from the scope of the Terms of Use and subject to the conclusion between the Parties of an ad hoc contract.

Article 3 - Entry into force – Duration

The Terms of Use shall inter in force upon Client's subscription to SalesPath for a period of one (1) year.

At the end of this period, and thereafter, of each contractual period, the Terms of Use will be automatically renewed for a new contractual period of the same duration except in the event of (i) early termination under the conditions defined in Article 12 – "Termination"; or (ii) termination of the Terms of Use by either Party no later than thirty (30) days before the expiration of the current contractual period.

Article 4 - Description of Services

The Solution is a SaaS platform for improving the performance of sales organizations based on a sales playbook management tool, thanks to which sales people will be able to measure the performance of sales plays, and allow the management of a sales playbook used by other sales representatives in their company.

Article 5 - Use of the Solution

5.1 Monitoring the operation of the Solution

SalesPath supports the tracking and monitoring of the proper operation of the Solution. Nevertheless, the Client is responsible for the compliance of the information communicated by the Client and/or his service providers. Otherwise, any failure of the Solution would be attributable to the Client and SalesPath would not be held responsible for this.

Any intervention performed by SalesPath as part of a Client's assistance service (e.g., configuration assistance) and/or due to non-compliant or late use and/or data submitted by the Client and/or its service providers may be subject to additional invoicing previously validated by the Client, for the time spent.

5.2 Subscribing to the Solution

SalesPath grants the Client a license to use the Solution by its Authorized Users for its internal purposes only, under the conditions and within the limits specified in the Terms of Use. This right of use is granted on a non-exclusive, non-transferable and non-assignable basis, for the whole world and for the duration of the Terms of Use.

As part of his right to use the Solution, the Client undertakes without reservation not to:

1. make a copy of the Solution or elements of the Solution in any way;
2. analyze, or have analyzed by a third party, in the sense of observing, studying and testing, the operation of the Solution in order to determine the ideas and principles on which the elements of the program are based when the Solution performs the operations of loading, displaying, executing, transmitting or storing;
3. decompile, disassemble the Solution, reverse engineer to create derivative works from the Solution or attempt to discover or reconstitute the source code, the ideas that are the basis thereof, the algorithms, the file formats or the programming or interoperability interfaces of the Solution except within the limits of the right granted by Article L. 122-6-1 of the French Intellectual Property Code, in any way. In the event that the Client wishes to obtain the information to implement the interoperability of the Solution with another software, the Client undertakes to request this information from SalesPath which may provide the necessary information to the Client, subject to payment by the latter of the associated costs;
4. modify, improve, translate the Solution, including to correct bugs and errors, SalesPath exclusively reserving this right in accordance with Article L. 122-6-1 I 2° of the French Intellectual Property Code;
5. provide third parties with services, free of charge or against payment, based on the Solution. In particular, the Client is prohibited from integrating, processing and/or using the data of a third party; and/or grant access, in whole or in part, to the Solution, in particular in the form of a service bureau, ASP, PaaS or SaaS;
6. transfer, lease, sublicense, assign, pledge, or transfer all or part of the ownership of the Solution in any way whatsoever.

5.3 Authorized Users – Access to the Solution

Access to the Solution by the Client will be limited to Authorized Users only.

The Client undertakes to ensure that the Authorized Users are competent natural persons, experienced in the handling of the computer tool and informed by the Client of all questions relating to the processing of personal data and their use.

In order to access the Solution, SalesPath provides a first Authorized User with a nominative authorization of access via an email invitation to create his account and set a password.

The Client has the option to add Authorized Users at his convenience, subject to additional billing.

The Client is solely responsible for the security of logins and passwords. Client agrees to promptly inform SalesPath of any unauthorized access, whether actual or suspected, to a login, password and/or the Solution.

Any action taken via a login belonging to an Authorized User shall be deemed to have been performed by the Client, unless the Client has previously declared the relevant login to have been lost or stolen, allowing SalesPath a reasonable period of time to disable such login.

In this context, the Client guarantees compliance with the Terms of Use by each of its Authorized Users.

5.4 Content

SalesPath is entitled to make use of all Content when necessary for the performance of its obligations under the Terms of Use. SalesPath undertakes to comply with any guidelines communicated to it prior to its use of the Content.

The Client guarantees that it is the full owner of all the rights and authorizations related to the Contents it provides to SalesPath. As such, Client guarantees and relieves SalesPath from any damage, conviction, expenses, or costs relating to any demand, action and/or claim made against SalesPath and based on Client's infringement of any right of a third party.

In the same way, the Client guarantees that the Content is not unlawful, threatening, humiliating, defamatory, obscene, hateful, pornographic or profane, or any other message that could constitute a crime or misdemeanour, give rise to civil liability, violate the law or incite to do so, or content that could be used for any purpose contrary to the law or the Terms of Use.

Article 6 - Financial condittions

6.1 Payment for Services

The Client undertakes to pay the Fee to SalesPath.Additional services and/or interventions performed by SalesPath, with the Client's agreement, under the conditions defined in the Terms of Use will be invoiced by SalesPath, at the hourly rate in force at the time of performance of the service or intervention in question.

The amounts due to SalesPath and referred to in this Section are exclusive of tax and do not include any costs (including travel), unless expressly agreed between the Parties.

Client shall reimburse SalesPath for any expenses incurred by SalesPath, provided that (i) such expenses are of a reasonable amount, (ii) SalesPath submits the relevant receipts, and (iii) such expenses are incurred by SalesPath to enable SalesPath to perform its obligations under the Terms of Use

6.2 Terms of payment

The invoicing frequency and payment terms are referred to in the tariff conditions available in the license agreement signed by the Client.

In the event of non-payment of any sum within the contractual deadlines:

1. any unpaid amount shall automatically bear interest on a daily basis until the date of its full payment in principal, interest, costs, and accessories, at a rate equal to five (5) times the legal interest rate in force, without any prior formality, and without prejudice to the damages that SalesPath reserves the right to seek in court;
2. SalesPath reserves the right, in its sole discretion with or without notice, to suspend performance of all or any portion of the current or future Services until full payment of amounts due;
3. all costs incurred by SalesPath for the recovery of sums due will be borne by the Client, including bailiff's fees, court costs and lawyers' fees, said costs may in any event not be less than the fixed compensation referred to in Article L. 441-10 II of the French Commercial Code, in the amount of forty (40) euros; and
4. all remaining sums due to SalesPath by Client under the Terms of Use become immediately payable

Amounts paid by the Client to SalesPath under the Terms of Use shall remain acquired by SalesPath and are therefore non-refundable, even in the event of termination of the Terms of Use.

Article 7 - SalesPath Commitments

7.1 Compliance of Services

The Services that the Client wishes to see performed will be provided by SalesPath under the terms of the Terms of Use, based on the elements provided by the Client and in compliance with the purposes defined by the Parties as set out in the Terms of Use.

Unless expressly stipulated otherwise, SalesPath's obligations under the Terms of Use are obligations of means.

7.2 Availability of Services

The Services offered by SalesPath are accessible remotely, via the Internet.

The Client and the Authorized Users are personally responsible for setting up the IT and telecommunications means allowing access to the Solution. They shall bear the telecommunication costs when accessing the Internet when using the Solution.

The Client and Authorized Users expressly acknowledge that they are aware of technical hazards that may affect the Internet network and cause slowdowns or unavailability making connection impossible. SalesPath cannot be held responsible for difficulties in accessing the Services due to disruptions to the Internet network.

SalesPath reserves the right, without notice or compensation, to temporarily suspend access to the Solution in the event of any breakdowns or any maintenance operation necessary for its proper functioning.

SalesPath may make any changes and improvements to the Solution as it deems necessary.

7.3 Deadlines

Where applicable, SalesPath may provide delivery or completion dates for each stage of the Services and a date for final delivery or completion.

The deadlines indicated by SalesPath are indicative and are in any case subject to compliance with its obligations by the Client, in particular in terms of communication of relevant information.

7.4 Staff

SalesPath is committed to ensuring that all its personnel put all their know-how and knowledge at the service of the proper execution of its Services. In the event of difficulties in the provision of the Services, SalesPath undertakes to inform the Client immediately.

For the performance of their mission, SalesPath’s staff may be required to work on the Client's premises, at their home, on the SalesPath’s premises, or on the premises of any third party.

7.5 Technical and human resources

SalesPath reserves the right to change the characteristics of its technical infrastructure, the choice of its technical suppliers and the composition of its teams at any time.

7.6 Tax and social security obligations

SalesPath declares, as necessary, to be registered with the Trade and Companies Register, with the URSSAF and/or with any administration or organization (including administrations or social insurance organizations) required for the execution of the Terms of Use. Registrations made in accordance with this article, as well as registrations made prior to the conclusion of the Terms of Use must expressly cover all the SalesPath’s activities for the performance of services pursuant to the Terms of Use. In accordance with the provisions of Articles L. 8221-1 et seq. and D. 8222-5 of the French Labour Code, SalesPath undertakes to provide the Client with any supporting document relating to his registration, the payment of his social security and tax contributions as well as the employment of its employees.

7.7 Updates

During the whole duration of the Terms of Use, the Client benefits from the updates of the Solution which are developed and distributed by SalesPath excluding any new version (i.e., major evolution) of the Solution.

The Client accepts, consequently, that SalesPath can, without prior notice and at any time, modify, add, or delete one or several functionalities of the Solution.

Article 8 - Commitments of the Client

8.1 Client Data

Client acknowledges and agrees that it is Client's responsibility to make all of Client's Data available in accordance with instructions provided by SalesPath.

As such, SalesPath cannot be held responsible for any failure in the provision of the Services in the event that the Client Data transmitted by the Client is incomplete.

In any case, the Client guarantees that the Personal Data contained within the Client Data has been collected and is used in accordance with applicable legislation and in particular with the provisions of Law No. 78-17 of 6 January 1978 relating to data processing, files and freedoms (hereinafter referred to as "Law No. 78-17 ") as well as the provisions of Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (hereinafter referred to as the "GDPR")".

8.2 Proper execution of the Terms of Use

The Client undertakes to:

1. cooperate in good faith to facilitate SalesPath's interventions, including by providing SalesPath with all relevant or requested information within a period of time that allows SalesPath to fulfill its obligations;
2. provide SalesPath, upon request, with all information and other items required for the provision of the Services. In addition, when necessary, it undertakes to offer it access to its premises, as well as the means necessary for the provision of the Services, to a reasonable extent (workstation, means of telecommunication, etc.);
3. assist SalesPath in the provision of the Services, through its qualified, competent staff;
4. perform backups of all of its data, prior to any intervention by SalesPath and whenever it deems it necessary. SalesPath shall not be liable for any loss of data suffered by Client;
5. have an up-to-date Internet browser and a high-speed Internet connection, the costs of which remain at your expense.

Article 9 - Intellectual property

9.1 Solution

Client acknowledges that the Solution, including all patches, workarounds, updates, upgrades, enhancements, and modifications made available to Client, and all trade secrets, copyrights, patents, trademarks, trade names and other intellectual property rights therein shall at all times remain the full and exclusive property of SalesPath and that none of the provisions of the Terms of Use may be interpreted as any transfer of any of these rights to the benefit of the Client.

The Client acknowledges and agrees that some of the components of the Solution are open-source components.

9.2 Know-how

Any ideas, know-how or techniques developed by SalesPath are the exclusive property of SalesPath. SalesPath may, in its sole discretion, develop, use, market and license any similar material or in connection with developments made by SalesPath for the Client. SalesPath has no obligation to disclose any ideas, know-how, or techniques that may have been developed by SalesPath that SalesPath considers confidential and proprietary to SalesPath.

Article 10 - Warranty

10.1 Warranties relating to the Services

SalesPath will use its best efforts to provide Services in accordance with and for the purposes agreed upon with the Client and as set forth in the Terms of Use.

SalesPath makes no warranties that are not expressly referred to in the Terms of Use.

10.2 Warranty of quiet possession

SalesPath declares that it owns all intellectual property rights in the Solution and that the Solution does not constitute an infringement of a pre-existing work.

Accordingly, SalesPath indemnifies Client against any action, claim, demand or opposition by any person invoking an intellectual property right or an act of unfair and/or parasitic competition in France, provided that SalesPath is notified by Client of such action.

SalesPath shall have sole authority to have control of any defense and/or transaction in connection with such action. As such, SalesPath undertakes to intervene in all proceedings and/or actions that may be initiated against the Client on the basis of a violation of an intellectual property right by the Solution and/or an act of unfair competition and/or parasitism committed by SalesPath in connection with the Solution. Client agrees to provide SalesPath with any reasonable information or assistance in connection with such defense.

In the event that, at the end of this action or procedure, the Solution is considered, by a court decision not subject to appeal, as constituting an infringement, SalesPath undertakes, at its own expense and discretion, to:

1. obtain for the Client the right to continue using the Solution; or
2. replace the Solution with equivalent and non-infringing software; or
3. modify all or part of the infringing Solution so that it is no longer infringing; or
4. terminate the Terms of Use.

However, SalesPath shall have no obligation to indemnify Client if the action, claim, demand, or opposition is due to:

1. non-compliant use, modification, or adaptation of the Solution by the Client;
2. the Client's failure to implement a patch, update, recent version and/or any other form of correction or improvement of the Solution;
3. Client's use of the Solution in combination with products, hardware, software that are not owned by SalesPath or that have not been developed by SalesPath;
4. the use, marketing or making available of the Solution for the benefit of a third party;
5. information, instructions, specifications, or materials provided by the Client or a third party.

Article 11 - Liability

It is expressly agreed between the Parties that the provisions of this Article have been agreed between the Parties as part of a comprehensive negotiation, so that each of the Parties considers them justified and proportionate with respect to its other commitments under the Terms of Use.

SalesPath shall only be liable for direct and foreseeable damages within the meaning of Articles 1231-3 and 1231-4 of the French Civil Code resulting from a breach by SalesPath of its obligations under the Terms of Use.

It is expressly agreed between the Parties that SalesPath shall not be liable for any lost profits; loss of sales or profits; loss of customers; loss of opportunity; loss of image or reputation; any cost of obtaining a substitute product, software, service, or technology; or any technical difficulties in the delivery of a message via the Internet.

SalesPath cannot be held liable for any damage resulting from the destruction of files or data resulting from the Client's use of one or more elements provided as part of the Services.

The total cumulative liability of SalesPath, for all damages and for any reason whatsoever, shall not exceed the amount received by SalesPath under the Fee during the twelve (12) months before the occurrence of the last harmful event.

In any case, the Client can only hold SalesPath responsible for a breach of the Terms of Use for a period of twelve (12) months from the occurrence of the relevant breach, which the Client expressly acknowledges and accepts.

SalesPath shall not be liable for any damages arising from the Client's failure to comply with its obligations.

Article 12 - Termination

Each Party may, without prejudice to any damages that it reserves the right to seek judicially, terminate the Terms of Use with immediate effect in the event of failure by the other Party to comply with one of its essential obligations under the Terms of Use, and in particular in case of non-payment of the Fees invoices owed by the Client to SalesPath, if this breach has not been remedied by the defaulting Party within thirty (30) working days from the notification of this breach made by the other Party, by registered letter with acknowledgement of receipt.

In case of termination of the Terms of Use for whatever reason, the Client shall immediately cease to use any element provided as part of the Services.

In the event of termination for any reason, all Services performed and not yet invoiced will be due to SalesPath.

Notwithstanding the expiration or termination of the Terms of Use, it is expressly agreed between the Parties that Articles 6, 11, 13, 14 and 16 will remain fully applicable between the Parties.

Article 13 - Restitution of Client Data

SalesPath undertakes to keep the Client Data available for download by the Client for a duration of forty-five (45) days as of the expiry or termination of the Terms of Use.

At the end of this period, SalesPath will completely delete Client Data, with the exception of anonymous statistical data collected by SalesPath in connection with the provision of the Services to the Client and will deliver to the Client a certificate of destruction of Client Data.

Article 14 - Confidentiality

14.1 Definition of Confidential Information

The following do not constitute Confidential Information:

1. information currently accessible or becoming publicly available without breach of the Terms of Use by a Party;
2. information lawfully held by one Party prior to its disclosure by the other;
3. information not resulting directly or indirectly from the use of all or part of the Confidential Information;
4. information validly obtained from a third party authorized to transfer or disclose such information.

14.2 Confidentiality Agreement

Each Party undertakes on its own behalf and on behalf of its employees, agents, subcontractors, and partners, during the term of the Terms of Use and for a period of five (5) years after its termination, to:

1. not to use the Confidential Information for purposes other than the performance of its obligations in accordance with the Terms of Use;
2. take, with regard to the Confidential Information of the other Party, any precautions it implements to protect its own confidential information of significant value, it being specified that these precautions may not be inferior to those of a diligent professional;
3. not to disclose the Confidential Information to anyone, by any means whatsoever, except to its agents, service providers or subcontractors to whom such information is necessary for the compliance of its obligations by each of the Parties.

At the end of the Terms of Use, due to the occurrence of its term or its termination, the Client shall promptly hand over to SalesPath all Confidential Information, regardless of its medium, obtained under the Terms of Use. The Client is prohibited from keeping a copy in any form whatsoever, except with the express prior written consent of SalesPath.

Article 15 - Miscellaneous stipulations

15.1 Modification of the Terms of Use

SalesPath reserves the right to make any changes to the Terms of Use at any time it deems necessary and useful.

In the event of a change to the Terms of Use, SalesPath undertakes to make the Client accept the new terms and conditions again when access the Solution.

Clients who have not expressly accepted the new terms of use will not be able to access the Solution.

15.2 Force Majeure

Each of the Parties cannot be held liable in the event that the performance of its obligations is delayed, restricted or made impossible due to the occurrence of a case of Force Majeure. It is expressly agreed between the Parties that the provisions of this Article 15.2 are not applicable to obligations to pay.

In the event of the occurrence of a Force Majeure, the performance of the obligations of each Party is suspended. If the Force Majeure continues for more than one (1) month, the Terms of Use may be terminated at the request of the most diligent Party without the liability of one Party being engaged towards the other. Each of the Parties shall bear the burden of all costs incumbent upon it and resulting from the occurrence of Force Majeure.

15.3 Agreement of proof

The computerized records will be kept in SalesPath's computer systems under reasonable security conditions and will be considered as proof of exchanges, actions and/or orders made by Authorized Users on the Solution, which the Client declares to accept.

15.4 Validity

In the event that one or more provisions of the Terms of Use are deemed invalid by a competent court, the other provisions shall retain their scope and effect.

The provision considered invalid will be replaced by a provision whose meaning, and scope will be as close as possible to the invalidated provision, while remaining consistent with the applicable law and the common intention of the Parties.

Article 16 - Applicable law – jurisdiction

The Terms of Use are governed by French law.

The Parties expressly agree to submit any dispute relating to the Terms of Use (including any dispute concerning its negotiation, conclusion, execution, termination and/or termination) and/or commercial relations between the Parties as well as their possible termination, to the exclusive jurisdiction of the Courts of Paris, notwithstanding multiple defendants or third-party claims, including for proceedings on application or in summary proceedings.