General conditions of use

These general conditions of use (” CGU “) aim to define the terms and conditions of use of the Platform made available to the User by the company SMART GLOBAL GOVERNANCE, with a capital of 3,350,535.32 euros, registered under no. 853,951,556 in the Grasse Trade and Companies Register, whose registered office is located at 300 rue du Vallon, 06560 Valbonne (hereinafter “” SMART GLOBAL ”).

ARTICLE 1 — DEFINITIONS

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

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

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

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

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

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

1.6. Site : refers to the website published by SMART GLOBAL and accessible at https://www.smartglobal.com/, or any other URL that SMART GLOBAL could substitute for it, on which the Platform is made available.

1.7. User : refers to any natural person of legal age and capable, having access to the Platform and using it, regardless of where they are located and the methods of their connection, benefiting from the services provided by the Platform under the conditions of the subscription taken out by the Customer, who is an employee or provider of the Customer, who is an employee or service provider of the Customer, and whom the latter has authorized to use all or part of the services provided by the Platform.

ARTICLE 2 — ACCEPTANCE OF THE TERMS AND CONDITIONS

The CGU constitute a contract between the User and SMART GLOBAL. Access to the Platform and its use is subject to the express and unreserved acceptance by the User of the Terms and Conditions. Failure to accept the Terms of Use will mean that it will be impossible for the User to access and use the Platform.

Acceptance of the Terms of Use takes place when the User first connects to the Platform, when creating his Account under the conditions of article 3.1.

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

In the event that one of the clauses of the CGU is declared void following a change in legislation or regulations or by a final court decision, this cannot in any way affect the validity and compliance with the other clauses of the CGU.

ARTICLE 3 — ACCESS TO THE PLATFORM

3.1. Creating an account

Access to the Platform requires the creation of an Account. For this, the User must have a valid email address.

Access to the Platform is reserved exclusively to persons registered on the list of Authorized Users, provided to SMART GLOBAL by the Customer. SMART GLOBAL will provide each User, by email to the address indicated on the list of Users sent by the Customer, a secure URL to enable the creation of the Account giving access to the Platform to be initiated. If applicable, in the event that the Customer has appointed a User who is an administrator of the Platform within his entity, SMART GLOBAL will send the secure URL to this Administrator User, who will then be responsible for creating and managing User Accounts.

Each Authorized User can access the Platform (i) by connecting to the Site, (ii) by clicking on the “Login” button, by authenticating himself and by accepting these Terms of Use.

3.2. Responsibility for connection settings

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

The identification parameters (username and password, if necessary) of the User are personal and confidential. The User must keep these login details securely and undertakes not to disclose them to third parties, for any reason whatsoever, in any form whatsoever. The User also undertakes to ensure that at the end of each session using the Platform, he disconnects correctly.

In the event of loss, forgotten or stolen of his authentication elements managed by SMART GLOBAL (excluding the method of connection via SSO), the User must change his password as soon as possible by clicking on the “Forgotten password” button located under the form for entering login credentials. The User is then invited to create a new password. In the event of a connection mode via SSO, in the event of loss, forgetting or theft of his identifiers, it is up to the User to make the necessary changes himself.

Under no circumstances can SMART GLOBAL be held responsible for the loss, theft or forgetting of User authentication elements or their fraudulent use. The User is solely responsible for accessing and using the Platform with their own identifiers.

3.3. Equipments

SMART GLOBAL is committed to implementing all means allowing the User reliable and rapid access to the Platform. However, the User declares to accept the costs as well as the limits specific to any connection to the Internet network.

The User ensures access to the Platform under good technical conditions — hardware, software, telecommunications (high-speed internet connection and an up-to-date Chrome, Firefox or Edge browser) — in order to put in place in particular all safeguard measures, as well as protection against possible intrusions.

All costs relating to access to the Platform and its use, whether hardware, software or related to internet access, are exclusively borne by the User. The User is solely responsible for the proper functioning and appropriate security of his computer equipment, as well as for his access to the Internet. SMART GLOBAL cannot be held responsible for damage to any equipment during the use of the Platform.

3.4. Availability of the Platform

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

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

The User expressly acknowledges that such suspensions, interruptions or limitations may occur at any time without notice and that they do not entitle them to any compensation or compensation on their part.

ARTICLE 4 — GOOD USE OF THE PLATFORM

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

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

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

• Interfering with the Platform or accessing it using a method other than that provided for in the Terms and Conditions and the instructions made available to it;
• Conduct illegal, discriminatory, fraudulent actions or actions that infringe the rights or security of third parties;
• Undermining public order or violating laws and regulations in force;
• Assist or induce, in any form or in any manner whatsoever, to perform one or more of the acts described above;
• And more generally, any practice that diverts the Platform for purposes other than those for which it was designed.

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

ARTICLE 5 — GUARANTEES

SMART GLOBAL guarantees the confidentiality and security of Data. On the other hand, SMART GLOBAL cannot guarantee the accuracy, completeness, timeliness or any other quality of the Data integrated and distributed by the User on the Platform.

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

SMART GLOBAL does not grant any other express or implied warranty, including, without this list being exhaustive, as to the non-violation of the rights of a third party, the continuity, performance or durability of the Platform, or as to its suitability for a particular use or the needs of the User, nor does it guarantee that it is free of anomalies, errors or bugs, or that it will function without failures or interruptions. The Platform is provided “as is” and according to its availability.

Access to the Platform implies the knowledge and acceptance by the User of the characteristics and limitations of the Internet, in particular with regard to technical performance, response times for consulting, querying or transferring information, the risks of interruption, and more generally the risks inherent in any connection and transmission on the Internet (lack of protection of certain data against possible misuse, risks of contamination by possible viruses circulating on the network, etc.). SMART GLOBAL does not guarantee that the Platform or its servers will at all times be free of viruses, worms, Trojan horses or any other component that may cause damage.

It is up to the User to take all appropriate measures in order to protect their own hardware, data and/or software stored on their computer equipment against any attack.

ARTICLE 6 — LIABILITY

The access and use of the Platform by the User can in no way engage the responsibility of SMART GLOBAL, for any reason whatsoever. Access to the Platform and its use are at the sole risk and under the sole responsibility of the User.

The User is solely responsible for the proper use, with discernment and common sense, of the Platform, as well as the Data that he integrates and disseminates.

No advice or information, whether oral or written, obtained by the User during the use of the Platform is likely to create guarantees not expressly provided for by the CGU or to engage the responsibility of SMART GLOBAL in the event of damage, of any nature whatsoever, caused to the User or to third parties caused by the User's misuse of the Platform by the User, in violation of the provisions of this article or more generally in the event of non-compliance with the CGU. GU.

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

To the fullest extent permitted by applicable law, SMART GLOBAL expressly excludes its liability for any damage, direct or indirect, resulting from or related to access to the Platform, its use, its dysfunction or its unavailability, regardless of its nature and duration.

SMART GLOBAL can only be responsible for the sole direct damage that may be caused to the User as a result of the poor performance and/or non-performance of its obligations under the Terms of Use.

The User acknowledges that SMART GLOBAL remains free to correct and/or modify the Platform at any time and without notice, without this correction or modification giving rise to any right to compensation on the part of the User.

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

ARTICLE 7 — INTELLECTUAL PROPERTY

The Platform, including its source codes and architecture, the Site, as well as all the contents present on the Platform published by SMART GLOBAL, as well as the registered trademarks “SMART GLOBAL PRIVACY” and “SMART GLOBAL GOVERNANCE” (hereinafter the “SMART GLOBAL GOVERNANCE”). Protected items ”), are protected by intellectual property rights (including, in particular, all copyright, patent rights, trademarks, database producers' rights, and any other existing or future intellectual property right, French or international) and belong to SMART GLOBAL or to third parties who have authorized SMART GLOBAL to exploit them.

The use of the Platform does not in any way grant the User a right of ownership and/or an intellectual property right to the Protected Elements, with the exception of a personal right of access, non-exclusive, non-transferable and strictly limited to the use of the Platform in accordance with its purpose and in compliance with the Terms of Use, for the duration of its use of the Platform.

It is strictly forbidden to represent, reproduce and/or exploit the Protected Elements, in whole or in part, in any form and by any means whatsoever, without the prior written consent of SMART GLOBAL. The User is prohibited from copying, modifying, assembling, decompiling, altering, selling, renting, renting, lending, distributing or transferring all or part of the Platform, from creating derivative works from the Platform, or from authorizing a third party to commit such acts, without the prior written consent of SMART GLOBAL.

Failure to comply with the provisions of this article constitutes a violation of the intellectual property rights of SMART GLOBAL and/or its possible licensors and is likely to result in civil and criminal proceedings.

ARTICLE 8 — PROTECTION OF PERSONAL DATA

SMART GLOBAL is concerned about the protection of the personal data of Users of its Platform and is committed to protecting them in accordance with applicable regulations, in particular Regulation (EU) 2016/679 of April 27, 2016 (RGPD) and Law No. 78-17 of January 6, 1978, and Law No. 78-17 of January 6, 1978, known as the amended “Data Protection Act”. For more information on the rules for the protection of personal data, the User is invited to consult the SMART GLOBAL Privacy Policy, available at the following address: https://www.smartglobal.com/fr/politique-de-confidentialite.

ARTICLE 9 — DURATION — TERMINATION

The CGU come into force as soon as they are accepted by the User and remain in force for the duration of use of the Platform by the User, in accordance with the contract between SMART GLOBAL and the Customer.

In the event of use of the Platform by the User in violation of the Terms of Use, in the event of a breach by the User of the Terms of Use, or in general in the event of a violation of applicable laws and regulations, SMART GLOBAL may suspend or terminate as of right, without prior notice, without prior notice or compensation, all or part of the User's access to the Platform. SMART GLOBAL may pronounce this termination without prejudice to any other rights, actions and remedies it may have in order to repair the damage it may have suffered as a result of these breaches.

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

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

ARTICLE 10 — MISCELLANEOUS PROVISIONS

The T&Cs constitute the entire agreement between the parties relating to their subject matter and cancel and replace any agreement, prior or current, oral or written, between the parties, relating to this same subject matter.

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

The fact, for one or the other of the parties, of not relying on any of the provisions of the CGU at a given time cannot be interpreted as a waiver of subsequently relying on these provisions.

ARTICLE 11 — APPLICABLE LAW AND DISPUTE RESOLUTION

The CGU are subject to French law. The parties undertake to make every effort to try to settle amicably any dispute that may arise from the execution of the CGU. However, in the absence of an amicable solution, the parties agree to bring their dispute before the competent courts of Grasse.

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