Version of February 26, 2025
Société LOCALISTA
ensuring the centralization and monitoring of the status of guests and, ultimately, improving their commercial impact (hereinafter the “Solution”). [1] It operates its business through the website it publishes and which can be accessed at <www.localista.ai> (hereinafter the “Site”) and the <app.localista.ai> platform (hereinafter the “Platform”).
These terms and conditions (hereinafter the “General Terms and Conditions”) apply to any entity or person acting on behalf of an entity that has subscribed to the Solution and associated services as defined herein, either online, through the Site, by exchanging emails with LOCALISTA or on paper (hereinafter the “Client”). They govern the Client's access to and use of the Solution and associated services, and more generally all services provided by LOCALISTA.
Thus, any use of the Solution and services implies the Client's full and complete acceptance of these General Terms and Conditions and the personal data processing agreement (hereinafter “Data Processing Agreement” or “DPA”) as reproduced in Appendix 1.
The Client has declared that they are interested in using the Solution and the associated services, as defined herein, and has accepted for this purpose the special conditions proposed by LOCALISTA under the terms of a quote issued by LOCALISTA or any document that takes its place, accepted by the Client and therefore valid as an order form.
The Client acknowledges having read these General Terms and Conditions prior to any use of the Solution and the associated services provided by LOCALISTA and declares that they accept them as they stand and without reservation. In particular, the Client declares that, prior to subscribing to these General Terms and Conditions, they have had access to all the necessary informational and technical characteristics, and have obtained all the details they have requested concerning the operating mode and the content of the Solution and the associated services, and their suitability for their needs.
DEFINITIONS
“Customer” means the legal entity and professional customer of LOCALISTA, identified as such in the Special Conditions, acting within the scope of its professional activity and wishing to use the Solution and the Associated Services.
“Special Conditions” means the special conditions signed by the Customer and referring to and being governed by these General Conditions. This may be a quote issued by LOCALISTA and accepted by the Client, or any document that takes its place, or any working document issued by LOCALISTA and signed by the Client, specifying all the terms and conditions of subscription to the Solution, the applicable rates, the deadlines, and becoming Special Conditions within the meaning hereof as soon as they are accepted by the Client.
“Contract”: consists, in descending order of importance, of the Special Conditions, these General Conditions and its appendices. In the event of any contradiction between two provisions of these documents, the provision inserted in the higher-ranking document shall prevail. The Contract takes precedence over any declaration by LOCALISTA, on any commercial medium (brochures, website, etc.) in the event of a conflict of interpretation.
“Service(s) or Associated Service(s)” means the service(s) related to the use of the Solution, subscribed to by the Client from LOCALISTA and which refers to or is linked to the relationship between LOCALISTA and the Client and more generally to the Contract. The scope and extent of the Services subscribed to by the Client are set out in the Special Conditions where applicable.
“Solution” means the platform developed and marketed by LOCALISTA in SaaS mode, which is the subject of these General Terms and Conditions and the Special Terms and Conditions, as well as any document with contractual value concluded between LOCALISTA and the Client.
“User(s)” refers, in the singular or plural, to the Client's employed natural person who has been expressly authorized by the Client to access and use the Solution and the Associated Services in accordance with this Contract and for professional purposes only, having reached the age of majority in their jurisdiction of establishment. The Client shall keep an up-to-date list of Users and shall communicate it to LOCALISTA upon first request. By default, and unless otherwise agreed between LOCALISTA and the Client, the User must be a legal representative, employee, authorized representative or agent acting at the express written request of the Client.
PURPOSE
The purpose of this Contract is to govern the provision and use of the Solution and the supply of the Associated Services for the benefit of the Client and its Users, as subscribed and detailed in the Special Conditions, for their own professional needs and on a non-exclusive basis.
METHOD OF SUBSCRIPTION TO THE CONTRACT
3.1. Subscription to the Solution and the Associated Services is only open to companies and public or private institutions that are duly registered in an official register and acting within the scope of their professional activity. Subscription to the Solution and the Associated Services is not open to private individuals. The Client shall provide LOCALISTA, upon request or when signing the Contract, with all official information or documents to prove its professional status (SIRET number, RCS, intra-community VAT number, Kbis extract, or any equivalent document when the Client is established outside French territory). The Client undertakes to provide all the necessary information at the time of subscription, certifies it to be accurate on the day it is entered, and must keep it up to date. Failing this, LOCALISTA reserves the right to suspend all or part of access to the Solution and the Associated Services, or to terminate this Contract for convenience without notice, as an exception to the provisions herein governing the terms of termination.
3.2. The Client certifies that by submitting a request to subscribe to the Solution and/or the Associated Services and by accepting the terms of the Contract, (i) he has the legal capacity to enter into a Contract within the meaning of the law applicable to his place of registration or establishment, (ii) he has reached the legal age of majority in accordance with the laws in force in his place of establishment, (iii) it has all the necessary rights, authorizations or delegations to commit the legal entity signing the Contract, (iv) it will not access the Solution and the Associated Services by automated processes or by devious means, (v) it will not use the Solution and the Associated Services for illegal or unauthorized purposes, in violation of LOCALISTA's requirements or any applicable law or regulation.
DURATION
4.1. This Contract shall take effect on the last date of signature of the Special Conditions for the duration specified in the Special Conditions.
4.2. Failing this, in the absence of any provisions in the Special Conditions, the initial duration of the Contract shall be twelve (12) months. [2] The Contract shall then be automatically renewed indefinitely by tacit agreement on the anniversary date for successive periods identical to the agreed period, unless terminated by either party at least three (3) months before the expiry of the current term by registered letter with acknowledgement of receipt stating that party's wish not to extend the term of this Contract, or unless specifically agreed between the parties regarding the renewal period, expressly stated in the Special Conditions.
IMPLEMENTATION OF THE SOLUTION AND ASSOCIATED SERVICES
5.1. It is the sole responsibility of the Client, at its sole expense and under its sole responsibility, to acquire the technical means, in particular Internet access (hardware, software, networks, etc.) or the necessary network and the necessary skills to access the Solution and the Associated Services, and to carry out all operations permitted in this regard. In addition, the Client is responsible for the acquisition and maintenance of all necessary equipment enabling it to access the Solution and the Associated Services and accepts that the quality of access to the Solution and the Associated Services may depend on this in whole or in part. LOCALISTA shall not be liable in any way nor respond to any recourse or complaint in the event of damage or loss of any kind resulting directly or indirectly therefrom.
5.2. In order to access and use the Solution and the Associated Services, the Client must have the technical prerequisites [3] provided by LOCALISTA.
5.3. Demonstration phase - the use of the Solution is systematically preceded by a so-called demonstration phase, consisting of configuring the Solution once based on the written information transmitted by the Client to LOCALISTA and before any operational use of the Solution. This phase begins with a kick-off meeting, the terms of which are agreed between the Parties, with the sole agenda being the demonstration of the Solution in the personalized context of the Client. This stage is thus an essential milestone and requires the active collaboration of the Client. The Client therefore undertakes to contribute actively to the smooth running of this phase, by making every effort to collaborate with LOCALISTA, by communicating any documents or providing any useful information or data if necessary, by designating a privileged decision-making contact person for the Client, and by implementing all actions requested by LOCALISTA, both orally and in writing. It is thus understood and accepted by the Client that the failure to communicate this information, data or documents, the failure to designate a privileged contact person, and more generally the lack of cooperation or the late and unresponsive cooperation of the Client, constitutes a breach of the Client's obligation to collaborate. At the end of this meeting, the demonstration phase ends.
5.4. It is understood between the Parties that under this Contract, LOCALISTA does not provide services for the development, addition of new functionalities or alteration of existing functionalities on the Solution. Such services, subject to feasibility and LOCALISTA's agreement, require the acceptance of a quote and the implementation of a separate contract.
TERMS OF ACCESS TO THE SOLUTION
6.1. At the end of the demonstration phase, LOCALISTA sends an email to the email address of the Customer's legal representative or any person designated by him. In order to access the Solution and the Associated Services, the Customer is asked to provide a valid and active email address as well as any information requested by LOCALISTA via a form or any written document. The Customer is invited to create a password that must be alphanumeric, have a minimum of 12 characters including uppercase and lowercase letters, numbers and special characters. The Customer is the sole guardian of their account, username and password, and their security, and undertakes not to communicate them to any third party under any pretext whatsoever, and to keep them strictly confidential. It is the Client's responsibility to manage his access codes and to ensure that only authorized Users access and use the Solution in accordance with the terms of the Contract. The Client undertakes to inform LOCALISTA without delay by any means, confirmed without delay in writing given the seriousness of the facts, as soon as he becomes aware of it, of any risk of abuse or unauthorized use of his username and password. LOCALISTA shall in no way be held liable in the event of loss or damage of any kind resulting from the Client's failure to comply with this obligation.
6.2. The Client undertakes to declare to LOCALISTA, by any written means, the identity and exact number of Users, and to inform it without delay of any changes that may occur during the term of the Contract.
INVOICING - PAYMENT
7.1. The Special Conditions specify the rates and financial terms of the relationship between LOCALISTA and the Client, in addition to any discounts that LOCALISTA may grant to the Client for a fixed period set out in the Special Conditions, which in any case cannot be tacitly renewed. The Client acknowledges having read the details and characteristics of the rates before signing the Contract. In the event that the Client decides, during the term of the Contract, to subscribe to new Services, he/she/it will be invoiced by LOCALISTA for these additional or complementary services according to the rates in force.[4]
7.2. All amounts due by the Client in performance of this Contract are subject to payment in accordance with the Special Conditions, which may be made (i) by direct debit from the Client's bank account, (ii) by online payment via a secure link provided by LOCALISTA, (iii) or by transfer to LOCALISTA's bank account.
For payments made by direct debit, the Client undertakes to ensure that the payment bank account provided when subscribing via the Special Conditions has sufficient funds for the entire duration of this Contract. In the event that the Client wishes to change his payment bank account, he undertakes to do so with at least two (2) months' notice and to provide all the corresponding bank details and necessary information requested by LOCALISTA and in a secure format in order to avoid any risk of fraud. For payments made online, the payment is made from a URL link sent to the Customer by LOCALISTA, through a third-party payment solution chosen by LOCALISTA and whose conditions of use of said solution govern the payment, in particular the accepted payment methods which differ according to the chosen payment solution, and which are in any case accessible to the Customer prior to the validation of the payment. In all cases, regardless of the chosen payment method, the Customer shall provide current, complete and accurate payment information and undertakes to update it. Prices are indicated in euros, excluding taxes and fees which will be invoiced by LOCALISTA on its invoice when applicable. Unless otherwise agreed in writing, LOCALISTA will not bear the costs relating to payments made from abroad. In the event that customs duties, import taxes or other duties are payable, applicable due to the geographical destination of the Solution and the Associated Services, these costs shall be borne by the Client, who is recommended to carry out the necessary checks and procedures prior to validating his order.
7.3. The Client expressly accepts that any invoice may be delivered to them in electronic form. Each invoice is sent to the Client by email to the email address indicated by the latter in the Special Conditions or in writing prior to payment. The presentation by the Client of the invoice on a durable medium is an imperative condition for any dispute concerning it, provided, moreover, that this dispute is notified to LOCALISTA within thirty (30) days of its issue; the absence of a dispute at the end of this period shall constitute definitive and unreserved acceptance by the Client.
7.4. LOCALISTA may increase its prices at any time by informing the Client in writing at least two (2) months before the effective date of application of the new prices, in any form whatsoever, including by email to the email address provided by the Client or any representative of the Client with whom LOCALISTA communicates within the framework of the Contract. The Customer will then have the option to terminate the Contract provided that they send a registered letter with acknowledgment of receipt to the registered office of LOCALISTA fifteen (15) days before the effective date of application of the new rates. The termination will then be effective upon expiry of the current Contract without application of the new rates or the possibility of being reimbursed for the installments remaining due at the old rate. In the absence of termination or dispute, the Client will be presumed to have accepted LOCALISTA's new rates, which will be applied automatically on the next invoice.
7.5. In the event of late payment, without prejudice to LOCALISTA's other contractual or non-contractual remedies, LOCALISTA may charge interest on arrears on all sums due until they are paid in full, capitalizable, at a rate equal to the higher of the following two rates: (i) three (3) times the legal interest rate in France; or (ii) the European Central Bank rate plus ten (10) points. In addition, LOCALISTA is entitled to obtain from the Client, as a minimum, a fixed sum of 40 euros (or any other amount set by the applicable regulations), as compensation for recovery costs. LOCALISTA also reserves the right to invoice any bank charges related to the rejection of a payment. In the event of non-payment, LOCALISTA reserves the right to suspend access to the Solution and the Associated Services, or to terminate this Contract in accordance with Article 16.3.
OBLIGATIONS OF THE CLIENT
8.1. The Client undertakes to use the Solution and the Associated Services, and guarantees the use made of them by its Users, in accordance with the Contract, any documentation and the standards, legal and regulatory provisions in force, any code of conduct or LOCALISTA documentation. The Client shall ensure that any use that it or its Users make of the Solution, and any data or parameters that it or they integrate into it, is error-free, stable and not likely to disrupt the operation of the Solution. The Client further declares that it has equipment that is compatible with the installation and use of the Solution. The Client remains, at all times, the custodian of its information system, access to the Solution as well as data, files or other documents interacting with the Solution, and undertakes to take all appropriate measures to protect its data or software interacting with the Solution from any contamination by viruses, logic bombs, Trojan horses or any other harmful or destructive program, attempts by third parties to intrude into the company's information system. LOCALISTA has no control over the data collected and integrated by the Client in the context of using the Solution. It is the Client's responsibility to take all measures to ensure the security of his data and to verify its quality, and, if necessary, to take out insurance to cover the consequences of this type of risk. LOCALISTA cannot be held responsible for the consequences of the loss, alteration or damage of the Client's data, for which the Client has not kept a backup copy. Similarly, the Client shall refrain from downloading, transmitting, allowing the downloading or transmission of, or attempting to do so, any viruses, logic bombs, Trojan horses or any other harmful or destructive program likely to interfere with the use of the Solution and the Associated Services and their characteristics, likely to interfere with their use, modify them, damage them, disrupt them, alter them, without this list being exhaustive. The Client shall refrain, by itself, indirectly or by means of automatic or computer tools, in particular from modifying, altering, allow access by positive act or by abstention, or even adapt the Solution, access or use the Solution by unauthorized means, or allow third parties to access it by unauthorized means, interfere with or disrupt the security, functionality, integrity or performance of the Solution or its components. The Client undertakes not to reproduce, duplicate, copy, sell, exchange, resell, allow access to, transfer, assign, modify, create derivative works from or exploit for commercial purposes any part of the Solution.
8.2. The Client is responsible for any use of the Solution and the Associated Services. The Client is solely liable for any direct or indirect, material or immaterial damage caused by the Client, its Users or employees to LOCALISTA and/or any third party, and undertakes to indemnify LOCALISTA against any claim, complaint and/or award of damages that LOCALISTA may be threatened with or subject to and/or which may be pronounced against it, including the reasonable legal fees that LOCALISTA may have been led to incur, insofar as these are caused, based on or originate from any use of the Solution and the Associated Services that does not comply with the aforementioned requirements and/or any content conveyed, hosted, transiting or inserted into the Solution in contradiction with the provisions herein. In the event of non-compliance by the Client with the obligations provided for in this Contract or violation of any legal or regulatory obligation, LOCALISTA reserves the right to suspend access to the Solution and the Associated Services, or to terminate this Contract in accordance with the terms of these General Terms and Conditions.
SUPPORT AND UPDATES[5]
9.1. Corrective support. Corrective Support, which consists of correcting any malfunctions of the Solution, is reserved for LOCALISTA. The characteristics of the Solution and the Associated Services are subject to change, depending on the evolution of LOCALISTA's offer. LOCALISTA may add or remove functionalities or features from the Solution and the Associated Services, and may decide to limit, suspend or terminate them in whole or in part. The Client expressly accepts that any new functionality, tool or feature, without this list being exhaustive, shall be automatically subject to the terms of the Contract.
9.2. Updates. LOCALISTA reserves the right to interrupt the availability of all or part of the Solution and the Associated Services to Users in order to carry out updates, maintenance and/or improvements. In such a case, except in an emergency, LOCALISTA will notify the Client of these interruptions by e-mail at the e-mail address provided by the latter or that of any representative of the Client with whom LOCALISTA exchanges information within the framework of the Contract. In the context of providing update versions, LOCALISTA will endeavor to maintain a sufficient level of quality of the Solution. As such, LOCALISTA shall provide the Client with updated versions of the Solution throughout the duration of the Contract, whenever necessary. However, LOCALISTA cannot guarantee to the Client that the updates will meet the Client's specific needs. Nothing in this Agreement shall be construed as requiring LOCALISTA to provide corrections, improvements or updates to the Solution and the Services.
9.2. The Client undertakes to have workstations, terminals or equipment within its information system that are compatible with the Solution and the Associated Services, and a technical environment, including an Internet connection that is sufficient and compatible with the technical prerequisites [6] for the operation of the Solution and the Associated Services.
LIABILITY AND WARRANTIES
10.1. The use of the Solution and the Associated Services is granted “AS IS”, without warranty of any kind, express or implied, as to its quality, performance or results. The Client acknowledges that the Solution and the Associated Services may include artificial intelligence and automatic learning functionalities and that these technologies are in their infancy, and therefore may not produce the expected results and may provide inaccurate information or data. The Client thus acknowledges having been able to evaluate the capacities of the Solution and the Associated Services and their suitability for its needs. The Client also accepts that the Solution or the Associated Services contain functionalities designed to interact with third-party applications or services, with no connection whatsoever to LOCALISTA. These third-party applications or services are integrated into the Solution at the sole discretion of the Client, and the latter accepts that this integration or use is subject to the general terms and conditions and contractual documents of these third parties, without any link to LOCALISTA, thus precluding LOCALISTA from being held liable in any way whatsoever as a result of this integration or its consequences.
10.2. LOCALISTA cannot be held liable for any direct or indirect damage caused to the Client or to a third party as a result of the Solution, the Associated Services, or their support, including in the event of data loss or partial or total unavailability. Furthermore, LOCALISTA shall not be liable for any unavailability of the Solution and/or the Associated Services caused by a failure of the electronic communications operators or its host, by a lack of network coverage or insufficient network capacity of the Client. LOCALISTA shall not be liable for any damage arising from the use of the Solution or the Associated Services in conjunction with software or hardware used by the Client, or any user, any technical problem of the Client, any problem relating to services provided by any third party or any problem internal to the Client. It is the Client's responsibility to take out the necessary maintenance contracts for its equipment, to establish all procedures for updating its information systems and data backup, and all procedures and plans for business recovery or continuation. LOCALISTA is therefore expressly excluded from any liability for any damage resulting from third-party hardware or software used in the Client's and/or its Users' information system. LOCALISTA cannot be held responsible for the lack of accuracy, truthfulness or exhaustiveness of the results or data resulting from the use of the Solution and the Associated Services.
10.3. LOCALISTA assumes an obligation of means in the performance of its obligations, including with regard to support and advice services and the deadlines for execution, completion, availability or any other deadlines agreed in the Special Conditions which are provided to the Client for information purposes only. Consequently, LOCALISTA cannot be held responsible for any delay in the execution of the Contract in relation to these indicative deadlines, any malfunctions of the Solution and the Associated Services. LOCALISTA does not guarantee the continuous operation of the Solution and the Associated Services, nor that they are error-free. LOCALISTA's liability may only be established in the event of serious misconduct or negligence proven and documented in the performance of its obligations and will be expressly limited as indicated below, to the exclusion of all other damages, of any nature whatsoever, including loss of profits, loss of income or exploitation, loss of earnings, loss of customers, loss of opportunity, or other similar losses, invasion of privacy, loss of personal data, any indirect, incidental or consequential damages, loss of information and damages caused to third parties.
10.4. In the event of a temporary disruption of the Solution and the Associated Services, LOCALISTA shall not be held liable, in particular if this disruption results from the implementation and conduct of maintenance, servicing or backup, updating and extension work, even if the Client notes a deterioration, failure or temporary interruption of quality. LOCALISTA shall not be held liable for any loss of time or inconvenience caused by the performance of the services incumbent upon it hereunder or resulting from a failure of all or part of the Solution or the Associated Services. In any event, the liability of LOCALISTA, if established for compensable damage, shall be limited to a maximum amount corresponding to the sums invoiced and collected over a rolling three-month period preceding the date of the event giving rise to the damage. The Client shall indemnify LOCALISTA for any damage resulting from its being held liable and originating from any breach of the provisions of this Contract.
10.5. LOCALISTA indemnifies the Client in the event of a claim or legal action by a third party based on an alleged infringement of intellectual property rights, provided that the Client immediately notifies LOCALISTA in writing of the alleged infringement as soon as it becomes aware of it, that it accepts LOCALISTA's intervention and cooperates in the settlement of any dispute. LOCALISTA shall only bear the costs of proceedings or settlements that it has expressly accepted in writing. LOCALISTA shall not be required to indemnify the Client where the allegations of infringement of a third party's intellectual property rights result from: (1) the combination by the Client or its Users of the Solution or the Associated Services with other products or services, and the infringement or allegation would have been avoided in the absence of such combination; (2) the implementation by LOCALISTA of a pre-existing work provided by the Client and that the infringement or allegation would have been avoided in the absence of such implementation; or (3) the modification of the Solution and/or the Associated Services by the Client or its users, which would also constitute an infringement of LOCALISTA's rights.
INTELLECTUAL PROPERTY
11.1. LOCALISTA is the holder of all intellectual property rights to the Solution and the Associated Services, including all functionalities, software, media, associated documentation, all content and visuals, without this list being exhaustive, and is the holder of validly registered trademarks for the operation of its business.
11.2. The Client acknowledges that the Contract does not confer on him any title or right of ownership of any kind whatsoever over the Solution and the elements constituting or composing it, or of any other kind. As necessary, LOCALISTA grants the Client a right to use the Solution, for his own and professional needs, the right of use granted being reserved for the Client and authorized Users. The Client shall respect and ensure respect for all mentions relating to LOCALISTA's property rights on all media bearing the constituent elements of the Solution. In particular, the Client is not authorized to copy, modify, decompile, alter or adapt the Solution, in particular by translating or correcting it, in whole or in part. Similarly, this Contract does not authorize the Client to sell, rent, sub-license, lease or distribute the Solution by any means, even temporarily. LOCALISTA reserves the right to terminate, suspend or block the Client's access to the Solution and the Services in the event of a breach of any of the provisions hereof. The Client undertakes to ensure that these obligations are respected by all its personnel.
11.3. The Client declares that it holds the rights to all elements, content, data and documents that it may produce under this Contract, and guarantees that these comply with the laws and regulations in force and are not the subject of any dispute or claim by a third party, for any reason whatsoever, such as in particular patent and copyright. The Client shall compensate LOCALISTA on first demand for all damages, costs, expenses including the cost (fees and expenses) of its defense, LOCALISTA having the choice of its defender, fines or indemnities of any kind that LOCALISTA would suffer as a result of a claim from third parties, including any competent administrative authority, due to a breach by the Client of its obligations under the provisions of this article.
11.4. Finally, the various data and elements produced or generated by the Solution based on the Client's instructions, or based on the data and elements transmitted by the Client in the Solution, are the property of the Client, who is fully responsible for them, as LOCALISTA has no obligation to monitor or verify the content provided or passing through the Solution. By the effect of the Contract, the Client grants LOCALISTA a right to use this data and various elements, for exploitation for all purposes.
PERSONAL DATA
LOCALISTA undertakes to comply with the provisions of EU Regulation No. 2016/679 on the protection of individuals with regard to the processing of personal data, known as the ” GDPR, as well as Law No. 78-17 of January 6, 1978 relating to data processing, files and freedoms known as the “Data Protection Act”, as well as more generally any regulation in force regarding the protection of personal data.
Thus, the personal information and data provided by the Client will be used by LOCALISTA in accordance with the provisions of the Data Processing Agreement annexed to this Contract, when LOCALISTA acts as a subcontractor, and with the provisions of LOCALISTA's privacy policy in other cases, accessible at the following address: <POLICY>[7] .
CONFIDENTIALITY
Each of the parties undertakes not to disclose the confidential information of the other party to any third party without the prior written consent of the other party for the entire duration of the Contract and for five (5) years after the expiration or termination of the Contract for any reason whatsoever. The parties represent and warrant that they shall ensure that this obligation is complied with by their personnel and any subcontractors involved in the performance of the Contract.
“Confidential Information” means information identified as such by the affixing of a ‘confidential’ notice, as well as information that is confidential to a party by virtue of its nature, including information relating to its activities, its finances, the technologies it uses, its trade secrets, the prices it charges, its methods, know-how, procedures, products, documents, equipment, software and tools. In case of doubt as to the confidential nature of information, each party undertakes to ask the other party for its written consent prior to any disclosure of said information. The following information shall not be considered as Confidential Information: • information that is or falls into the public domain through no fault of the receiving party; • information that was known to the receiving party prior to its disclosure, provided that: (i) the receiving party proves this with appropriate documents; (ii) they have not been obtained directly or indirectly from the other party; (iii) neither the receiving party nor any third party has breached a confidentiality obligation or committed any other fault; • which are communicated to the receiving party by a third party without breach of a confidentiality obligation and without other fault; • which are developed independently by the receiving party, without Confidential Information of the other party being used; • the disclosure of which is required under the terms of a law, regulation or court decision to the extent strictly necessary. Each party shall take all reasonable precautions to protect the Confidential Information of the other party, taking at least the same level of precautions as it uses to ensure the confidentiality of its own Confidential Information.
COMMERCIAL REFERENCES
The Client expressly authorizes LOCALISTA to include it as one of its commercial references and to use the Client's name and logo as such on the LOCALISTA Website, as well as in its marketing and commercial documents and social networks, unless the Client notifies LOCALISTA in writing that it wishes to withdraw this authorization.
PROOF AGREEMENT
The use of the Solution and the Associated Services by the Client constitutes proof of its use and its compliance with the documentation and the Contract, this provision constituting an agreement of proof within the meaning of Article 1368 of the Civil Code.
In the event of a dispute over the use of the Solution or the Associated Services, it is expressly agreed that all technical information concerning the Client, in particular recordings and statistics, will be kept and archived by LOCALISTA for evidentiary purposes.
TERM OF THE CONTRACT - REVERSIBILITY
16.1 This Contract shall remain in force until the date agreed in the Contract, unless otherwise specified in the Special Conditions. Either Party may terminate this Agreement in the event of the other Party's breach of any provision hereof, and thirty (30) days after a formal notice has been sent to the other Party by registered letter with acknowledgement of receipt, setting out the grievance(s) in detail and referring to the provision of the Agreement concerned.
16.2 This Contract may be suspended or terminated by operation of law by LOCALISTA without notice if any of the following three events occur: (1) if the Client does not comply with any of its provisions, (2) if LOCALISTA is informed that the Solution and/or the Associated Services are used for illegal purposes, contrary to public order or morality, or (3) if the Client finds itself in one of the following situations: judicial reorganization or liquidation, change of owner or main shareholder, merger resulting in a takeover.
16.3. In the event of non-payment of an overdue LOCALISTA invoice, fifteen (15) days after sending a letter in any form whatsoever (ordinary mail, registered mail with acknowledgment of receipt or email) remains unanswered, LOCALISTA may, without further notice, at its discretion, immediately suspend access to all or part of the Solution and/or the Associated Services, or immediately give notice of the automatic termination of this Contract. In the event of early termination of the Contract, the Client shall be liable for all sums due for the current contractual period, with forfeiture of the term. In the event of termination of the Contract, the Client undertakes to return to LOCALISTA without delay all items in its possession belonging to LOCALISTA, and not to keep any copies, in whole or in part, under penalty of legal proceedings.
16.4. At the end of the Contract, LOCALISTA may, at the written request of the Client, within a maximum period of fifteen (15) working days after the end of the Contract for whatever reason, either return all of the Client's data in its possession as a result of the performance of the Contract, in a standard format, or destroy it and certify to the Client that the destruction has been carried out, subject to and within the limits of the legal and regulatory conservation obligations imposed on LOCALISTA. The Client undertakes to actively collaborate with LOCALISTA in order to facilitate the recovery of data and information. Any additional or more complex or complete reversibility operation than that described above will be subject to a prior estimate at LOCALISTA's rates in force on the day of the request.
MISCELLANEOUS
17.1. This Contract constitutes the entirety of the agreements of the parties as to its subject matter and supersedes and cancels all prior express or tacit provisions or agreements, as well as any prior communication between the parties relating thereto. The fact that the Client signs the Contract implies full and complete acceptance of its provisions.
17.2. The debtor of an obligation arising from this Contract shall be excused if he can prove a case of force majeure. Cases of force majeure shall be understood in the sense given to it by the French Civil Code and French case law. If the force majeure is of a temporary nature, performance shall be suspended for the period during which performance of the obligation in question is thus prevented, such delay thus being excused. If the situation of force majeure or the excused delay persists beyond a period of ninety (90) days, either party may terminate the Contract, if it deems it appropriate, without indemnity or compensation to the other party. In any event, the Customer shall be excused, and shall accept this without recourse against LOCALISTA, for any delay resulting in whole or in part from (a) the total or partial interruption of the telecommunications networks, as well as (b) the failure or breach of LOCALISTA's contractors such as suppliers or subcontractors, without this list being exhaustive.
17.3. Any document provided by the Client to LOCALISTA, such as, in particular, an expression of needs, a study or specifications, is, even if LOCALISTA has responded to it, devoid of any contractual character and does not fall within the scope of this Contract, the purpose of which is to make available, under the conditions set out above, the Solution and the Associated Services that the Client must evaluate to ensure that they are suited to its needs.
17.4. The Client may not assign this Contract in any way, either partially or in full, nor make the Solution and the Associated Services available to anyone, even temporarily, regardless of the legal transaction.
17.5. LOCALISTA may subcontract all or part of this Contract at its convenience, provided that it remains liable to the Client for the proper performance of the Contract and that the designated subcontractor is informed of and accepts the obligations incumbent on LOCALISTA under this Contract. The list of LOCALISTA's subcontractors is available at the URL [8] and will be updated if a subcontractor is added or removed.
17.6. Any claim and/or dispute by the Client against LOCALISTA must be made in writing by the Client no later than twelve (12) months from the event giving rise to the claim, under penalty of forfeiture. The formulation of the complaint and/or dispute of the disagreement in writing must include details of the services, amounts, etc. that are the subject of the dispute and the reasons for the dispute.
17.7. If any of the stipulations of the present Contract is found to be null and void with regard to a rule of law in force or a legal decision that has become final, it shall be deemed unwritten, without however resulting in the nullity of the Contract or altering the validity of its other provisions. The fact that either party does not demand the application of any clause of the Contract or agrees to its non-execution, whether permanently or temporarily, cannot be interpreted as a waiver by that Party of the rights arising for it from the said clause.
SETTLEMENT OF DISPUTES
This Contract is subject to French law. In the event of a dispute over its interpretation and/or execution, and except in the case of non-payment, which authorizes direct referral to the competent court, the parties agree to attempt to find an amicable settlement to the dispute within a period of one (1) month, the more diligent party inviting the other by registered letter with acknowledgment of receipt detailing the grievance(s) and the contractual provisions it considers violated, to a meeting to be held at the address of LOCALISTA's registered office or by videoconference, within a minimum period of five (5) working days. In the event of failure of the attempt at amicable settlement, the dispute shall be submitted exclusively to the Courts of Paris, notwithstanding the introduction of third parties or multiple defendants, including for emergency or precautionary measures.
ELECTRONIC SIGNATURE
In the case of electronic signature, the Parties expressly agree (i) that they undertake to sign this Contract electronically in accordance with articles 1366 and 1367 of the Civil Code, (ii) that this electronic signature has the same legal value as a handwritten signature, (iii) that this electronically signed Contract constitutes the original of the present, drawn up and stored under conditions that guarantee its integrity, (iii) that this electronically signed Contract constitutes literal proof within the meaning of Article 1366 of the Civil Code and has the same probative force as a paper document.