General terms and conditions of sale

PREAMBLE

These general terms and conditions of sale (hereinafter referred to as the "GTC" or the "Contract") constitute,
in accordance with Article L. 441-6 of the French Commercial Code, the sole basis of the commercial relationship between
the parties.


Their purpose is to define the conditions under which COCOOM, a
simplified joint stock company with a capital of 6.473 euros, whose registered office is located at LA CORDEE, 92 cours Lafayette,
69003 LYON, registered in the Trade and Companies Register under number 825 135 882 RCS
LYON, (hereinafter "COCOOM") provides companies (hereinafter individually the "Client" or
collectively the "Clients") with communication services including an approach and an
IT tool aimed at improving information sharing, conviviality and well-being in
companies (hereinafter "Service" or "Services").
They apply, without restriction or reservation, to the Services rendered by COCOOM to Customers,
regardless of the clauses that may appear on the Customer's documents, and in particular its
general purchase conditions.


In accordance with the regulations in force, these General Terms and Conditions are systematically communicated to any
Customer who requests them, to enable him to place an order with COCOOM. They are
also communicated to any Client prior to the conclusion of a single agreement referred to
in Article L441-7 of the French Commercial Code, within the legal deadlines.


Any order for the Service implies, on the part of the Client, the acceptance of these General Terms and Conditions.
In accordance with the regulations in force, COCOOM reserves the right to derogate from certain
clauses of these GTC, depending on the negotiations conducted with the Client, by establishing specific
conditions of sale.


COCOOM may, in addition, establish categorical GTCs, derogating from these
GTCs, depending on the type of Customer considered, determined on the basis of objective criteria. In this case, the general
conditions of sale apply to all Customers meeting these criteria.

ARTICLE 1 - DEFINITIONS :

"Application(s)": refers to any downloadable application dedicated to the use of the Platform.
"SaaS License": refers to the agreement to be concluded between COCOOM and a Customer under the terms of which
COCOOM makes available to the Customer via the Internet network in the so-called ASP mode ("application
service provider") the functionalities of the Platform, namely the Services, the application remaining installed
on the Supplier's server for a fixed or indefinite period and for a price to be agreed between the
Parties.
"Platform": refers to the online platform accessible on the Site or via an Application, from
which the Services are made available to Customers and Users.
"Site": refers to any website affiliated with the domain name "cocoom.com".
"User": refers to any person who is a member of the Customer's staff, authorized to connect to the
Platform to benefit from the Services.

ARTICLE 2 - ORDERS :

To initiate the process of ordering Services, the Customer must accept these GTC.
Sales of Services are only perfect after the conclusion of the related SaaS License, for a
minimum period of one year, tacitly renewable under the conditions defined therein.


The Client is informed and accepts that the information contained in the Site and/or the Applications does not
constitute a contractual offer or the beginning of a commercial relationship with COCOOM, and that compliance with the conditions established for the conclusion of a SaaS
Licence in these GTC will
be required in all cases in accordance with current standards.


If the Customer does not accept these GTC and does not enter into the SaaS license with COCOM, he/she will not
be able to benefit from the Services.


Any modifications to the order requested by the Customer will only be taken into account,
within the limits of COCOOM's possibilities, if they are notified in writing, at least ten (10) days
before the date scheduled for the provision of the Services ordered, after signature by the Customer of a specific order form
and possible adjustment of the price.

ARTICLE 3- RATES

The SaaS License indicates the price applicable in return for the provision of the Services to the
Customer by COCOOM.
The rates are net and exclusive of tax.
An invoice is issued by the Service Provider to the Customer annually for the duration of the SaaS License
.

The conditions for determining the cost of services whose price cannot be known a priori or indicated with accuracy, as well as the method of calculating the price to verify it, will be communicated to the Client at his request, in accordance with the provisions of Article L 441-6, II of the Code of trade.

ARTICLE 4 - TERMS OF PAYMENT

4.1. Methods of payment:
The price of the Services is payable annually by bank transfer.
COCOOM's bank details are mentioned on the invoice issued by COCOOM.

4.2 Invoices:
COCOOM shall send the Customer an invoice for one year of commitment by e-mail
at the latest within thirty (30) days of the beginning of the said period. A paper
version of the invoice may be sent to the Customer upon request.

4.3. Payment terms:
The price is payable in cash, in full, on the day the invoice is received by the Customer.
Any amount not paid on the due date, for any reason whatsoever, in particular in the event
of insufficient funds on the account from which the direct debit has been authorised, where
applicable, shall automatically result in the application of penalties for late payment, calculated on the basis of three (3) times the legal interest.
The parties agree that this rate is calculated pro rata temporis per period of one (1) calendar month and
that each month started is counted as a full month.
In addition, and in accordance with the provisions of Article L441-6 of the French Commercial Code, the Customer shall
also be automatically liable for a fixed indemnity for recovery costs in the amount of forty euros (40 €).
COCOOM may automatically suspend all services in progress, whatever their
nature and level of progress, any delay in payment being considered, by mutual agreement between
the parties, as a serious breach within the meaning of Article 1219 of the Civil Code. This suspension
may not be considered as a termination of the Contract by COCOOM, nor shall it give rise to
any right to compensation for the Client.

ARTICLE 5 - PROCEDURES FOR THE PROVISION OF SERVICES

The provision of the Platform by COCOOM is preceded by a first meeting with the
Client, intended to identify the Client's communication objective and expectations and then to
determine the actions necessary to achieve it.

At the end of this meeting, a half-day training session is planned, in order to allow a

group of collaborators to build the project in collaboration with the Client and to customize the
Platform according to the objectives set.
When the SaaS License is concluded, COCOOM provides the Customer with a user name,
password and URL built on a personalized domain name in the form of "
customer name".cocoom.com. The Customer will then be able to modify, add and delete new access
accounts for its Users.
The Services are made available to the Customer on the Platform around 4 main functionalities:
- Inter-service communication: by publishing information in the thematic threads;
- Community animation: by publishing information within an
account hub, in transversal thematic threads;
- Sharing between Users: by a messaging system accessible to all
Users to promote inter-personal exchanges, via pre-formatted
short messages (links, user-friendly events, handcuffs, etc.).Users have a personal account on the Platform, the creation of which is subject to
the acceptance by each User of the COCOOM general conditions of use accessible
on the Site, giving them the possibility of creating articles, interactive publications and
surveys.
This information is shared in customized thematic threads for and by the
Client.


Users access the Platform through a web browser on the Site customized
for the Customer or through an Application.

ARTICLE 6 - LIABILITY - GUARANTEE - EXONERATIONS

COCOOM guarantees the Customer, in accordance with the legal provisions, against any lack of conformity
of the Services and any hidden defect, resulting from a defect in the design or provision of the said Services,
excluding any negligence or fault of the Customer and/or a User.


COCOOM may only be held liable in the event of proven fault or negligence and
is limited to direct damage, excluding any indirect damage of any kind whatsoever.
In order to assert its rights, the Customer must, under penalty of forfeiture of any action relating thereto,
inform COCOOM, in writing, of the existence of the defects within a maximum period of seven (7) days
from their discovery.


In any event, in the event that COCOOM's liability is retained, COCOOM's guarantee shall
be limited to the amount before tax paid by the Customer for the provision of the Services.
The terms and conditions under which COCOOM provides
corrective and progressive maintenance services for its Services will be specified in the SaaS License to be agreed with the Customer.

ARTICLE 7 - INTELLECTUAL PROPERTY

The structure, characteristics, codes, working methods, information systems,
development tools, know-how, methodologies, processes, technologies or algorithms, and other intellectual property used by COCOOM in
the provision of Services to
Customers (hereinafter referred to as "IP Rights") are the property of COCOOM or its suppliers,
having been, in the latter case, the subject of a licence or assignment, and protected by
French or international intellectual and industrial property standards, and may not be subsequently
modified, copied, altered, reproduced, adapted or translated by the Client without
the express prior written consent of COCOOM.


All user manuals, texts, graphics, drawings, databases, videos or audio
and related media contained on the Site and Applications (hereinafter the "Content") are also the property
of COCOOM or its content providers, and may not be subsequently modified,
copied, altered, reproduced, adapted or translated by the Client without the express prior
written consent of COCOOM.


Consequently, any use by the Client of the IP Rights or the Content without
COCOOM's authorization is strictly prohibited, including their exploitation, reproduction, diffusion, transformation, transformation,
distribution, transmission by any means, subsequent publication, exhibition, public communication or total or partial
representation, which, if they occurred, would constitute violations of COCOOM's intellectual or industrial property
rights, punishable by the legislation in force.

ARTICLE 8 - CONFIDENTIALITY

8.1. In the context of the performance of these GTCs and more particularly in the context of
negotiations between the parties with a view to concluding a
SaaS Licence, whatever the outcome of these negotiations, the following obligations are based on the party
receiving information (the "Recipient") from the other party (the "Issuer").

8.2. The Recipient:
- may not use any information transmitted by the Issuer for any purpose other than the performance
of the obligations arising from these GTCs or the SaaS Licence to be agreed;
- may not disclose any information transmitted by the Issuer to any third party without the prior written
consent of the Issuer; and
- shall take all necessary measures to prevent any unauthorised use or disclosure of
any information transmitted by the Issuer.

8.3. The obligation of confidentiality referred to in this Article shall not apply to
information:
- which are in the possession and free disposal of the Recipient or have been published or
are in the public domain at the time of their disclosure to the Recipient;
- which are or become publicly accessible otherwise than by the fact or negligence
of the Recipient;
- which are required to be disclosed for the purposes of the laws and regulations in force; or
- which have been received by the Recipient in good faith from a third party who assures him that he is not subject to
any obligation of confidentiality vis-à-vis the Issuer and who does not impose any obligation of
confidentiality upon the Recipient.

 

8.4. The parties are in good standing, within the meaning of Article 1204 of the Civil Code, as regards respect by their employees,

duly authorized agents, hosts or subcontractors of the confidentiality undertaking set out
in this article.

8.5. Without prejudice to the rights of the Issuer, the Recipient acknowledges and agrees that in the event of a breach
of this Article, the Issuer may, without it being necessary to prove the existence of
specific damages, take all measures to remedy the breach, in addition to any damages to
which it may be entitled. In the event of a dispute, the Issuer shall be entitled to claim reimbursement
of its legal costs and related attorney's fees, up to a reasonable
amount for the latter.

8.6. In the event of a conflict between these GTC and a pre-existing confidentiality agreement between the
parties, the provisions of this article shall prevail, unless otherwise stipulated.

8.7. This obligation of confidentiality is agreed for the duration of the
commercial relationship between COCOOM and the Client and will remain in force until such time as the information
is in the public domain. It shall survive any cancellation or termination of these GTC
for any reason whatsoever.

ARTICLE 9 - FORCE MAJEURE

COCOOM cannot be held liable if the non-execution or delay in the
execution of any of its obligations, as described herein, results from a case of force
majeure, within the meaning of Article 1218 of the Civil Code.


By express agreement, the unavailability of the Site for reasons
beyond COCOOM's control constitutes a case of force majeure.


The suspension of COCOOM's obligations following an event identified as a case of
force majeure may under no circumstances be a cause of liability for failure to perform
the obligation in question, nor induce the payment of damages or penalties for delay.
The performance of the obligation is suspended for the duration of the force majeure if it is
temporary and does not exceed a period of thirty (30) days.


If the impediment is definitive or if it exceeds a period of thirty (30) days, these terms and conditions shall be
purely and simply resolved without summons or formality.

ARTICLE 10 - GENERAL PROVISIONS

10.1 Entirety
The invalidity or ineffectiveness of one or more clauses of this Agreement shall not affect its
other provisions, which shall continue to have full and complete effect provided that the
general scheme of the Agreement can be preserved.

10.2. Applicable law

By express agreement between the parties, these GTC and the operations resulting from them are
governed by French law.
They are written in French. In the event that they are translated into one or more
languages, the French text alone shall prevail in the event of a dispute.

10.3 Competent jurisdiction
Any dispute between the Client and COCOOM relating to the validity, execution or interpretation of
these GTC shall fall within the exclusive jurisdiction of the courts of Lyon, including in the event of
summary proceedings, motions or multiple defendants.

ARTICLE 11 - CUSTOMER ACCEPTANCE

These GTCs are expressly agreed and accepted by the Client, who declares and acknowledges that he/she is fully aware of them
and therefore waives the right to rely on any contradictory document and, in
particular, his/her own general terms and conditions of purchase, which shall not be binding on COCOOM, even if
he/she has been informed of them.

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