The purpose of these general terms of use (“GTU”) is to define the terms and conditions of use of the Platform made available to the User by Optivalue.ai, a company with a share capital of EUR 3,350,535.32, registered under number 853 951 556 with the Trade and Companies Register of Grasse, whose registered office is located at 300 rue du Vallon, 06560 Valbonne (hereinafter “Optivalue.ai”).
Article 1, Definitions
In the GTU, capitalised terms have the meaning set out below, whether used in the singular or the plural.
- Client: the client company of Optivalue.ai that has subscribed to the Platform in accordance with the applicable general terms and conditions of provision, and of which the User is an employee or a service provider authorised to access and use the Platform.
- User Account: the personal space created by the User on the Platform, as described in Article 3.
- Data: all data collected, generated or processed by the User by means of the Platform.
- Personal Data: Data which, within the meaning of the applicable regulations, make it possible to designate or identify a natural person, directly or indirectly.
- Platform: the platform published by Optivalue.ai and made available to the User via the internet.
- Site: the website published by Optivalue.ai, accessible at www.optivalue.ai, or any other address that Optivalue.ai may substitute for it.
- User: any natural person of full age and with legal capacity who has access to and uses the Platform, benefiting from the services provided under the terms of the subscription taken out by the Client, who is an employee or service provider of the Client, and whom the Client has authorised to use all or part of the services.
Article 2, Acceptance of the GTU
The GTU constitute a contract between the User and Optivalue.ai. Access to and use of the Platform are subject to the User’s express and unreserved acceptance of the GTU. Failure to accept them makes it impossible to access and use the Platform.
Acceptance takes place at the User’s first login to the Platform, when the User’s Account is created under the conditions of Article 3.1.
Optivalue.ai reserves the right to amend or update the GTU at any time. Access to and use of the Platform are then subject to the GTU in force at the time of such access. The User is invited to consult them regularly.
Should any clause of the GTU be declared null and void following a change in legislation or by a final court decision, this shall not affect the validity of and compliance with the other clauses.
Article 3, Access to the Platform
3.1. Account creation
Access to the Platform requires the creation of an Account, for which the User must have a valid email address. Access is reserved exclusively for persons included in the list of authorised Users provided to Optivalue.ai by the Client.
Optivalue.ai provides each User, by email to the address indicated in that list, with a secure address enabling the creation of the Account to be initiated. Where the Client has appointed an administrator User within its entity, Optivalue.ai sends this URL to that administrator, who is then responsible for creating and managing the Users’ Accounts.
Each authorised User accesses the Platform by connecting to the Site, clicking on the login button, authenticating and accepting these GTU.
3.2. Responsibility for login credentials
The User agrees to provide and maintain accurate, up-to-date and complete information about himself or herself. Optivalue.ai shall not be held liable in the event of delay in accessing, or inability to access, the Platform as a result of incorrect or incomplete information entered when the Account was created. The User may amend his or her personal information at any time.
The User’s identification credentials are personal and confidential. The User keeps his or her credentials secure, undertakes not to disclose them to third parties, and to log out properly at the end of each session.
In the event of loss, forgetting or theft of his or her authentication credentials managed by Optivalue.ai, the User changes his or her password as soon as possible using the function provided for that purpose. In the case of login by single sign-on (SSO), it is the User’s responsibility to make the necessary changes himself or herself.
Optivalue.ai shall not be held liable for the loss, theft or forgetting of the User’s authentication credentials, nor for their fraudulent use. The User is solely responsible for access to and use of the Platform with his or her own credentials.
3.3. Equipment
Optivalue.ai implements the means enabling the User to have reliable and fast access to the Platform. The User declares that he or she accepts the costs and limitations inherent in any connection to the internet, and ensures that he or she accesses the Platform under good technical conditions: hardware, software, broadband connection and an up-to-date browser.
All costs relating to access to and use of the Platform are borne by the User, who is solely responsible for the proper functioning and security of his or her IT equipment and internet access.
3.4. Availability of the Platform
The availability conditions of the Platform are set out in Optivalue.ai’s service level agreement. Optivalue.ai is bound only by a best-efforts obligation (obligation de moyens) with regard to the accessibility, operation and availability of the Platform or its content, and reserves the right to interrupt, suspend or restrict access to all or part of the Platform, in particular for legal or technical reasons.
Article 4, Proper use of the Platform
Given the nature and purpose of the Platform, the User must act in a professional capacity for the purposes of his or her business, and undertakes to use the Platform only for those purposes, in accordance with the GTU and in compliance with applicable laws and regulations.
It is strictly prohibited to use the Platform in order to interfere with it or to access it by any method other than the one provided; to carry out illegal, discriminatory or fraudulent actions or actions infringing the rights or security of third parties; to undermine public order; to assist or incite the commission of such acts; and more generally to divert the Platform from its purpose.
Optivalue.ai may suspend or terminate the User’s access in the event of non-compliance with this article, without prejudice to any damages.
Article 5, Warranties
Optivalue.ai guarantees the confidentiality and security of the Data. It cannot, however, guarantee the accuracy, completeness or currency of the Data entered and disseminated by the User on the Platform.
The User is solely responsible for the integrity, accuracy and quality of the Data he or she enters, and ensures that they are free of viruses or any component likely to damage the Platform.
Access to the Platform implies the User’s knowledge and acceptance of the characteristics and limitations of the internet, in particular with regard to technical performance, response times and the risk of interruption.
Article 6, Liability
Access to and use of the Platform are under the responsibility of the User, who is solely responsible for using it with discernment, as well as for the Data he or she enters and disseminates on it.
No advice or information obtained by the User while using the Platform is likely to create warranties not expressly provided for in the GTU.
To the extent permitted by applicable law, Optivalue.ai may be held liable only for direct damage caused to the User as a result of the improper performance or non-performance of its obligations under the GTU. It shall not be held liable where the non-performance results from a case of force majeure or a fortuitous event beyond its control.
Article 7, Intellectual property
The Platform, including its source code and architecture, the Site, and all content published by Optivalue.ai (the “Protected Elements”) are protected by intellectual property rights and belong to Optivalue.ai or to third parties that have authorised it to exploit them.
Use of the Platform does not confer on the User any intellectual property right in the Protected Elements, with the exception of a personal, non-exclusive and non-transferable right of access, strictly limited to use of the Platform in accordance with its purpose, for the duration of such use.
It is strictly prohibited to represent, reproduce or exploit the Protected Elements, in whole or in part, without the prior written consent of Optivalue.ai. The User shall in particular refrain from copying, modifying, decompiling, altering, selling, renting, lending, distributing or transferring all or part of the Platform, from creating derivative works from it, or from authorising a third party to commit such acts.
Article 8, Protection of personal data
Optivalue.ai undertakes to protect Users’ personal data in compliance with applicable regulations, in particular Regulation (EU) 2016/679 of 27 April 2016 and French Law No. 78-17 of 6 January 1978, as amended. For more information, the User is invited to consult the legal notice and privacy policy.
Article 9, Term and termination
The GTU enter into force upon their acceptance by the User and remain in force for the entire period of use of the Platform, in accordance with the contract between Optivalue.ai and the Client.
In the event of use that does not comply with the GTU, a breach by the User, or a violation of applicable laws and regulations, Optivalue.ai may suspend or terminate as of right, without prior formal notice, without notice period and without compensation, all or part of the User’s access.
The Account is automatically terminated upon termination of the contract entered into between Optivalue.ai and the Client. Upon closure of the Account, Optivalue.ai returns to the User who so requests the Data that he or she entered on the Platform, in accordance with the contractual conditions agreed with the Client.
Article 10, Miscellaneous
The GTU constitute the entire agreement between the parties with respect to their subject matter and cancel and supersede any prior or current agreement, oral or written, relating to the same subject matter.
The GTU are entered into intuitu personae: the rights and obligations arising from them may not be assigned or transferred by the User without the prior written consent of Optivalue.ai. The fact that either party does not at any given time rely on any provision of the GTU shall not be interpreted as a waiver of the right to rely on it subsequently.
Article 11, Governing law and dispute resolution
The GTU are governed by French law. The parties undertake to make every effort to settle amicably any dispute arising from their performance. Failing an amicable solution, the parties agree to bring their dispute before the competent courts of Grasse.