JOOXTER - TERMS AND CONDITIONS OF USE

Updated as of 01/01/2023



TERMS AND CONDITIONS OF USE
WHAT IS JOOXTER?


JOOXTER is a SaaS application offering workspace management and occupancy data analysis services to professionals (hereafter the "Services").


The Services are accessible from the Internet on computer, tablet and smartphone.


HOW TO USE JOOXTER?


To access the Services, you must download the dedicated application and subscribe by contacting JOOXTER directly at
.


You will not be able to access the Services without first purchasing a subscription.


Once you have subscribed, JOOXTER will provide you with a user ID and password that will allow you to access the Services.


HOW TO SUBSCRIBE ?


You should contact JOOXTER by e-mail at the following address


- contact@jooxter.com or make a contact request directly from the JOOXTER website at: https://jooxter.com/en/contact/.


- After collecting essential information about your business (number of employees, buildings, etc.), JOOXTER will provide you with a quote including customized services, adapted to your needs.


The terms of acceptance of the quote, subscription and execution of the Services are governed by the General Terms and Conditions of Sale (GTS) below.



GENERAL TERMS AND CONDITIONS OF SALE


ARTICLE I. PURPOSE


These are the General Terms and Conditions of Sale (GTCS) of JOOXTER, with registered office at 165, avenue de Bretagne 59000 Lille, SAS with a capital of 74 017 euros, registered in the Lille Metropole Trade and Companies Register under number 803 615 574, hereinafter referred to as "JOOXTER" or "the Supplier".


The present Terms and Conditions apply to the Services offered by JOOXTER, namely:


- Subscriptions that include a license to use workspace management and collaboration software that it has developed and for which it holds all the intellectual property rights necessary for its commercialization, directly or through its licensors.


- Non-Subscription Services.


ARTICLE II. DEFINITIONS


The following terms and expressions shall, unless otherwise specified, have the meanings given to them below if they appear with their first letter capitalized, whether in the singular or plural in these T&Cs or in any other document issued by JOOXTER


Subscription: means the subscription plan chosen by the Customer and described in the Contract or Quotation.


Customer: means the person who has signed a Contract with JOOXTER and who is responsible for the payment of the price. The Customer is a professional.


i.e. that it acts for purposes that fall within the scope of its commercial, industrial, craft, liberal or agricultural activity. The identity of the Customer is mentioned in the Quotation.


Order: acceptance by the Customer of a Service offered by JOOXTER.


General Sales Conditions or GSC: means this document.


Contract: means all the rights and obligations of the Customer and JOOXTER regarding a Service and described in these Terms and Conditions.


General Terms and Conditions of Sale, the Quotation, the Service Agreement, an Order or any special terms and conditions that may be entered into by the Parties.


Service Level Agreement (SLA): means the document that defines the quality and security levels expected of the Solution, particularly in terms of availability, performance, response time and incident correction.


Quote: means the document detailing the Service offered to the Client, as well as the conditions of the Service (notably financial).


Documentation: means all manuals and/or online help, written in French and in any other language agreed between the Parties and provided by the Supplier at the time of the Order and during the performance of the Services describing the functionalities of the Software, in its successive versions .


Data: means all information and data of the Customer and the Supplier generated or exchanged in the context of the Services.

Personal Data: means any data or other information defined as such by the European and French regulations
applicable to the protection of Personal Data and in particular Regulation nᵒ 2016/679, known as the General Data Protection Regulation ("GDPR").


Equipment: means any type of equipment, whether or not connected to the Software, implemented by the Customer or used by its employees without the Supplier's control.


Confidential Information: means any information or Data, whether or not proprietary to the Parties, communicated by either Party to the other Party in the course of performing the Services, regardless of the form of such transmission (written, oral, visual, etc.) and regardless of the medium used for such transmission (paper, drawing, computer-readable media, etc.), and including, but not limited to, patents, trademarks, software, copyrights, know-how and other proprietary information.) and regardless of the medium used for such transmission (paper, drawing, computer-readable media, etc.), and including, but not limited to, patents, trademarks, software, copyrights, know-how, plans, drawings, models, designs, specifications, media, Data, minutes of meetings, etc.


User ID: means the specific term by which each End User identifies himself to connect to the Software. The identifier will always be
accompanied by a password specific to the End User.


Software: means the software as well as all patches, updates and new versions, hosted by the Supplier and made available to the Customer in SaaS mode for remote execution by the Customer and/or its Users.


Hardware: means the presence sensors, interactive room entry tablets, wall displays, kiosks and any other hardware connected to the Software and implemented by the Supplier or its partners under the Agreement.


Party(ies): means, as the context requires, the Customer and/or the Supplier.


Services: refers to all services offered by JOOXTER, namely Subscriptions and Services.


Resources: refers to the number of meeting rooms, offices, and equipment and materials (such as sensors) proposed in the quote.


Services: means a one-time service performed by JOOXTER at the Customer's request and outside of the Subscription. The Services will give rise to additional billing either provided for in the Quote or freely negotiated between the Parties.


Solution: means the combination of the Software and the Services, ensuring the provision by the Provider of the Software in SaaS mode.

User or End User: Refers to any person entitled to use the Solution in accordance with the provisions of the Agreement, under the responsibility of the Customer.


ARTICLE III. SCOPE OF APPLICATION


These GTC apply to each Service offered by JOOXTER and accepted by the Customer.


The signing of a quotation by the Customer or the acceptance of the quotation by the latter in any way whatsoever, implies full and unreserved acceptance of these General Terms and Conditions of Sale which are applicable notwithstanding any clauses to the contrary that may appear in any document issued by the Customer (such as its general terms and conditions of purchase). All clauses in the Customer's documents that are contrary to these Terms and Conditions will therefore be automatically declared unenforceable against JOOXTER, unless expressly agreed to in writing by the parties.


The General Terms and Conditions of Sale applicable are those in force at the time of the signature of the Quotation, unless modified by law or regulation.


JOOXTER reserves the right to modify these Terms and Conditions at any time. These modifications will only be applicable to Services performed after the said modifications and subject to the Customer's prior acceptance by any means. In the absence of acceptance, the previous General Terms and Conditions of Sale shall continue to apply.


ARTICLE IV. OBLIGATIONS


JOOXTER undertakes to take every care to ensure the quality of the Services provided to the Customer and to comply with the terms of the Service Agreement.
The Customer undertakes to cooperate in good faith with the Supplier, and in particular, within the time limits and conditions agreed between the Parties, to :

- Use the Solution in accordance with the terms of the Agreement and ensure that the use of the Software by the Users complies with the terms of the Agreement, the Customer being fully responsible in this respect for transmitting to the Supplier the true and complete information necessary for the provision and supply of the Solution.


- To take, with respect to the Supplier, the decisions necessary for the proper performance of the Services.



- To put, if necessary, at the disposal of the Supplier the resources, in particular, material, technical and human, necessary to the provision of the Software and the Services and this within the contractual deadlines.


- To give the Supplier, if necessary for the performance of the Contract, access to the Customer's premises and/or sites, in accordance with the applicable hours and security regulations.


The fact that one of the Parties does not avail itself of a breach by the other Party of any of its obligations shall not be construed as a waiver for the future to avail itself of the obligation concerned.


As soon as the Agreement comes into force, the Customer shall designate a preferred contact person for the Supplier to monitor the Agreement. The Customer undertakes to appoint a new contact person if the previously appointed contact person is no longer able to carry out this mission, for whatever reason. A monitoring committee, consisting of the person designated as the Supplier's "Customer Manager" and the Customer's preferred contact person, shall meet at least once a year to analyze the use of the Services by the Customer and to monitor compliance with the Agreement by the Parties.

Meetings shall be held at the Client's premises, by videoconference, or at any other place that the Parties may designate.


ARTICLE V. ORDERS


The financial conditions of JOOXTER's Services as well as the options subscribed by the Customer are indicated in the Quotation.

The Order is final and the Contract will come into force when the Customer has accepted the Quotation in any way. JOOXTER reserves the right to refuse any Order from a Customer with whom there is a dispute regarding the payment of a previous Order until such dispute is resolved.


From the date of acceptance of the Quotation by the Customer, the Supplier shall have, unless otherwise agreed between the Parties, and as part of the deployment plan for the Service established between the Customer and the Supplier, a period of six (6) weeks to install the Equipment and allow the Customer to use the Solution under the terms of the Agreement.


In this respect, the Customer undertakes to do its utmost to allow the Supplier to carry out the operations necessary for the launch of the Services (access to the Customer's premises, rapid response to the Supplier's questions, finalization of any work necessary for the compliance of the Customer's environment with the functional and technical requirements, etc.).


In any event, the Services shall be deemed to have commenced upon expiration of a period of six (6) weeks and the related invoicing may be claimed as of that date, even if the Customer has not put the Supplier in a position to carry out all the operations necessary to ensure the use of the Solution under the conditions of the Agreement.


Validation of the proper deployment of the Solution by the Parties shall be the subject of a "project validation" meeting, the date of which shall be set by the Parties at the time of the "Kick off" meeting, which shall be held following the validation of the Order and before the launch of the Services.


ARTICLE VI. FINANCIAL CONDITIONS


The prices of the Services are indicated in the Quotation accepted by the Customer.


The prices are exclusive of VAT and will be increased by the VAT rate in force on the date of invoicing.


Prices are revised at each billing date according to changes in the SYNTEC index, by applying the following formula:


P = P0 x (S1 / S0)
Where: P = revised price
P0 = original contract price
S0 = SYNTEC reference index
S1 = last known SYNTEC index at the price revision date The SYNTEC reference index (S0) is the last known index at the date of submission of the signed Quotation or serving as the basis for the Client's Order.


Billing and Payment


Subscriptions are billed in advance (in arrears).


Payment shall be made by bank transfer or direct debit, without charge to the Supplier or discount.


The Customer undertakes to pay the total amount of each invoice without being able to set off any amount due or claimed to be due from the Supplier. In case of dispute of an invoice, the payment of the disputed invoice remains due. If the dispute is accepted, a credit note will be sent to the Customer as soon as possible.


The Customer undertakes to take cognizance of the functional and technical prerequisites, accessible on the Supplier's documentation base, as well as to carry out any work relating to the said prerequisites, in order to guarantee the provision of the Software and Services by the Supplier, in particular concerning the integrations between the Supplier's Software and the Customer's IT environment.


The Customer undertakes, on the other hand, to deal with any administrative constraints of its own (issue of purchase orders, internal deadline for payment orders, payment campaigns, etc.) in such a way as not to create any additional delays for the Supplier in relation to the commitments of this contract (payments, renewals, etc.) and to the legal provisions concerning payment deadlines. He therefore undertakes to communicate to Jooxter, a simplified joint stock company (SAS) with a capital of 74,017 €, SIREN number: 803 615 574, RCS of Lille-Métropole

Supplier shall be provided with a clear and complete current billing process and a means of contacting the Supplier's billing department (Supplier's accounting department email address and direct phone number). Any updates to the process shall be notified to Supplier to facilitate the billing process.


In any case, the date of reference for the calculation of the payment terms will remain the date of issue of the invoice by JOOXTER.

Delays and delays in payment.


Payment for JOOXTER's Services is due by the Customer thirty (30) days after the date of issuance of the invoice by JOOXTER or on the due dates
indicated on the invoice.


Any amount not paid by the Customer thirty (30) days after the date of issuance of the invoice by JOOXTER or the due dates indicated on the invoice, will produce, 15 days after formal notice to pay, a late payment interest calculated pro rata temporis at the refinancing rate practiced on the first day of the reference semester by the European Central Bank (ECB) increased by 10 (ten) percentage points as well as the liability for a minimum fixed indemnity of 40 euros, set by decree, for collection costs.


JOOXTER reserves the right to claim from the Customer a higher indemnity for collection costs, upon proof (art. L 441-6 and D 441-5 of the Commercial Code).


In addition, in the event of partial or total late payment of more than fifteen (15) days, JOOXTER reserves the right to suspend the provision of the
Service concerned without formality and without prejudice to the outstanding amounts and any damages.


ARTICLE VII. INTELLECTUAL PROPERTY


Guarantees


JOOXTER warrants to the Customer that it has all intellectual property rights to perform the Services. As such, it guarantees that the Services provided do not infringe upon the rights of third parties and do not constitute an infringement of a pre-existing work.

The Supplier grants the Customer a right to access and use the Software in accordance with the Agreement.


The Customer shall refrain from infringing the Software and the Supplier's rights in any way whatsoever, and in particular:


- To use the Software beyond the rights expressly granted to it under the Agreement.


- To copy, sublicense, rent, transfer, distribute, reproduce, incorporate or modify the Software and its contents (including the Documentation).


- Decrypt, extract or decompile the Software and its contents.


The Software and all of its contents, as well as any work carried out within the framework of the Agreement, training materials, tools, methods,
know-how developed and/or used within the framework of the performance of the Agreement shall remain the exclusive property of the Supplier and/or its licensors, who shall retain all Intellectual Property Rights and all prerogatives related thereto.


No ownership rights are transferred to Customer in performance of the Agreement and Customer does not acquire any rights hereunder other than the right to access and use the Software within the limits set forth above.


In this respect, the Customer undertakes not to use the information collected under the Agreement to develop software competing with the Software.


The Agreement does not include any transfer or license of Supplier's trademark(s) and/or any other distinctive sign appearing on/in the Software.

The foregoing restrictions shall survive the expiration or termination of the Agreement for any reason.


The Customer shall remain liable to the Supplier for any breach of the Agreement in this respect, whether caused by the Customer or by its employees and/or service providers working on its sites.


ARTICLE VIII. PERSONAL DATA


The Supplier undertakes, as a Subcontractor within the meaning of the GDPR, to:


- To process the Personal Data to which it may have access only for the purposes of the Contract, in accordance with the Customer's instructions
. It thus undertakes not to use them for its own account or for that of a third party.


- Comply with the regulations in force applicable to the processing of Personal Data and, in particular, the RGPD.


- Maintain its register of data processing and make it available to the Customer upon request.


- to take all necessary precautions to preserve the confidentiality and security of the Personal Data to which it may have access, and in particular, to prevent them from being distorted, damaged or communicated to unauthorized third parties, and more generally, to implement the appropriate technical and organizational measures to protect the Personal Data against accidental or illicit destruction, accidental loss, alteration, distribution or unauthorized access.


- That only its personnel with a need to know may have access to the Customer's Personal Data, ensuring that such persons are subject to a contractual or legal obligation of confidentiality and appropriate security.


- Update security measures in light of technical developments.


- Notify the Customer of any breach of Personal Data as soon as possible after becoming aware of it, in particular to enable the Customer to comply with the obligation to notify the CNIL of any data breach.


- Implement the necessary measures to protect Personal Data in the event of a data breach, in consultation with the Customer, to limit any adverse effects on those affected by the breach.


- Respect the retention periods for Personal Data, as specified by the Customer.


- At Customer's option, destroy all Personal Data or return it to Customer at the end of the Agreement and destroy existing copies as specified in the last paragraph of this section.


The Customer, as the Data Controller within the meaning of the RGPD, declares and guarantees


- That it provides the Supplier with express instructions regarding the processing of Personal Data, which shall include at least a description of the purposes of the processing, the type of processing carried out, the list of categories of Personal Data processed, the categories of Data Subjects (as defined by the GDPR) whose Personal Data is processed and the retention periods for such data.



- That the Personal Data processed and communicated to the Supplier under the Contract are lawful.


- That it provides the Data Subjects with complete, detailed and transparent information and that they have adequate and effective means to exercise their rights with regard to the processing carried out.


- That by creating, installing or downloading the Personal Data, he/she does not exceed any right that may have been granted to him/her on all or part of the said data and that he/she does not infringe on any third party rights.


The Customer undertakes to indemnify the Supplier for any financial consequences that the Supplier may incur as a result of the Customer's failure to comply with the aforementioned guarantees concerning Personal Data.


- Not to provide Supplier with any Personal Data that would require Supplier to comply with any specific laws or
regulations other than those expressly provided for in the Agreement.


The Supplier shall not be liable for any violation of applicable law as long as the processing it performs on behalf of the Customer complies with the Customer's instructions.


In the event that the Customer wishes to modify its instructions, it shall notify the Supplier at least 30 (thirty) days in advance to allow the Parties to evaluate the proposed modifications. The Customer hereby acknowledges that :


- The incorporation of the changes may have a direct impact on the Services, making it necessary to modify the terms of the Contract, including the financial conditions.


- The Parties shall negotiate in good faith any changes to the Contract that may be required, including the time frame for incorporating such changes.

Customer authorizes Supplier to use another subcontractor (hereinafter, the "Subsequent Subcontractor") to conduct specific processing activities.


In the event of the engagement or change of a Subcontractor, the Subcontractor shall inform the Customer. The Sub-Contractor shall be obliged to fulfil the obligations of the Contract on behalf of and in accordance with the instructions of the Customer.


It is the Supplier's responsibility to ensure that the Subcontractor provides sufficient guarantees, at least equivalent to its own, regarding the implementation of technical and organizational measures, so that the processing meets the requirements of the GDPR. If the Subcontractor does not fulfill its data protection obligations, the Supplier shall remain fully responsible to the Customer for the proper performance of the Contract.


At any time during the performance of the Agreement, as well as thirty (30) days after the expiration or termination of the Agreement for any reason whatsoever, Customer may retrieve all Personal Data communicated to Supplier by following the instructions on the Software.


After the aforementioned thirty (30) day period, following the expiration or termination of the Agreement, the Supplier shall permanently delete all of the Customer's data.


Article IX. CONFIDENTIALITY


The Parties agree that Confidential Information received from the other Party in connection with the Agreement

- Be protected and kept strictly confidential, and be treated with the same degree of care and protection that they accord their own Confidential Information.


- Be transmitted only to the members of its staff who need to know, with the exception of any third party, whether related, affiliated or not; and be used by them only for the purposes of the Services.


- Not be used, in whole or in part, other than for the purpose of the Services.


- Not be copied, reproduced or duplicated in whole or in part except as necessary to perform the obligations under the Agreement.


All Confidential Information and reproductions thereof, transmitted by one Party to another Party, shall remain the property of the transmitting Party.


The Receiving Party shall have no obligation and shall not be subject to any restrictions with respect to any Confidential Information that it can prove:


- That they have entered the public domain prior to their communication or after it but in this case in the absence of any fault attributable to him.


- That they are already known to it, which can be demonstrated by the existence of appropriate documents.


- That they have been received from a third party in a lawful manner, without restriction or violation of the provisions of this article.


- That they are the result of internal developments undertaken in good faith by members of its staff who have not had access to its Confidential Information.


-That their use or disclosure has been authorized in writing by the Party from which they originate.


- That it has been the subject of a disclosure required under a law, decree or regulation or a court order, provided that (i) such disclosure is strictly necessary to comply with the court order or legal or regulatory provision and (ii) the Party compelled to disclose the Information


The Disclosing Party shall have informed the Disclosing Party as soon as practicable of such disclosure, for the purpose of enabling the Disclosing Party to take any protective action, if necessary.


It is expressly agreed by the Parties that the transmission by the Parties to each other of Confidential Information under this section shall not be construed as conferring on the receiving Party any right (whether by license or otherwise) to the inventions, works of authorship, or discoveries to which such Confidential Information relates.


The same applies to copyrights or other rights relating to literary and artistic property (copyright), trademarks or business secrets.


The terms and performance of the Agreement shall be kept confidential by the Parties and shall not be disclosed by either Party without the prior written consent of the other Party.


Each Party undertakes to return to the other Party as soon as possible, when the latter expressly requests it or at the latest within thirty (30) days following the expiry or termination of the Contract for any reason whatsoever, all Confidential Information transmitted by that Party.


All of the above obligations regarding the confidentiality of Confidential Information shall survive for a period of five (5) years after the expiration or termination of the Agreement for any reason.


ARTICLE X. RESPONSIBILITY


Prejudices



The Supplier shall be liable to the Customer according to the rules of common law. In this respect, it undertakes to compensate the Customer for any direct damage that the Customer may suffer in connection with the Agreement.


Under no circumstances shall the Supplier be held liable for indirect damages within the meaning of the jurisprudence of the French courts (and in particular, without this list being exhaustive: commercial prejudice, loss of customers, loss of turnover or profit, loss of earnings, any commercial disturbance whatsoever, loss of brand image, loss of a chance, loss or corruption of files or Data and/or the cost of a replacement solution).



In any event, the Supplier's liability in the event of damage to the Customer, for any reason whatsoever and regardless of the legal basis invoked or retained, all damages combined and cumulated, shall be expressly limited and shall in no event exceed the total amount, exclusive of taxes, of the fees paid by the Customer during the year of exercise of the Contract concerned by the damage that has occurred, or for their annual share in the case of multi-year fees collected in advance.


The responsibility of the Supplier cannot be sought in any case:


- Use of the Services in a manner not provided for in the Documentation or use not expressly authorized by the Agreement.


- Modification of all or part of the Software or of the information accessible via the Services not carried out by the Supplier or by one of the service providers designated by the latter.


- Use of all or part of the Software when the Provider, due to a difficulty or for any other reason whatsoever, had recommended suspending its use.


- The occurrence of any damage resulting from the Customer's fault or negligence in the use of the Software.


In this context, the Customer undertakes to train the Users on the use of the Software, to take all necessary measures to ensure that the Users do not communicate their User ID and password to a third party and only use their User ID.


- Use of the Software in connection with services not provided or endorsed by the Provider that may affect the Services or the Personal Data.


Force Majeure


Each of the Parties shall not be liable and the Contract shall be suspended if its performance or the performance of any obligation incumbent on the Parties under the Contract is prevented, limited or disturbed by reason of an event constituting force majeure in accordance with Article 1218 of the Civil Code.


The Party affected by the case of force majeure, subject to the sending to the other Party of a registered letter with acknowledgement of receipt within ten (10) Days from the date of occurrence of the event, will be exempted from the performance of its obligations within the limit of this
impediment, disturbance or limitation.


The other Party will then, in the same way, be exempted from the execution of its own obligations, always within the limit of the impediment, the
disturbance or the limitation.


The performance of the obligations of the prevented Party shall be postponed for a period at least equal to that of the period of suspension due to force majeure.


However, if the duration of the interruption due to force majeure exceeds one (1) month (from the date of notification of the occurrence of the force majeure event), the Contract may be terminated, by operation of law and without judicial formality, by the non-affected Party, subject to thirty (30) Days' notice, notified by registered letter with acknowledgement of receipt to the defaulting Party.


The cancellation takes effect the day after the aforementioned 30-day period, calculated from the date of first presentation of the registered letter with acknowledgement of receipt.


For the duration of the force majeure event, the Party affected by the force majeure event shall use its best efforts to minimize the effects thereof on the proper performance of the Contract.


ARTICLE XI. EARLY TERMINATION OF THE CONTRACT - TERMINATION


Each of the Parties may, as of right and without compensation, notify the other Party of its desire not to renew the Agreement, subject to a minimum of six (6) months' notice prior to the end of the Initial Period or each Renewal Period.


On the other hand, in the event of failure(s) by a Party to comply with its obligations, not remedied within a period of fifteen (15) days from the date of
receipt of a registered letter with acknowledgement of receipt sent by the other Party and notifying it of the failure(s), the said Party may
immediately terminate the Contract by operation of law, without formality, without prejudice to any damages to which it may claim.

In the event of termination of the Agreement, for any reason whatsoever, the Customer agrees to:


- Return to the Supplier any item supplied by the latter. To this end, the Customer shall make available, within 30 days after the end of the Contract, at a single point and at once, all the sensors and other Equipment owned by the Supplier in its possession.


- Make immediate payment of all sums due to the Supplier under the Contract, without any set-off or deduction, the amounts paid to the Supplier remaining otherwise acquired by the latter.


ARTICLES XII. TRANSFER


The Customer may not assign or transfer to a third party all or part of the rights and obligations under the Agreement without the Supplier's prior written consent.


Any assignment or transfer of all or part of the rights and obligations of the Contract shall be subject to an amendment to the Contract.


The Supplier shall be entitled to assign to any third party or to incorporate the benefits, rights and obligations arising from the Agreement for any purpose without being liable to the Customer for any compensation.


The Supplier shall notify the Customer of such assignment by registered letter with return receipt within 1 (one) month after the signing of the assignment of the Contract.


ARTICLES XIII. INDEPENDENCE OF CLAUSES


If any part of these T&Cs is found to be void, invalid or unenforceable for any reason, the term or terms in question shall be declared non-existent and the remaining terms shall retain their full force and effect and shall continue to be enforceable. The terms declared non-existent would then be replaced by the terms that most closely resemble the content and meaning of the cancelled clause.


ARTICLE XIV. COMMERCIAL REFERENCE


Unless otherwise stipulated, the Customer authorizes JOOXTER to mention, as a reference, the existence and purpose of the Services, as well as the Customer's identity, in particular by reproducing its logo, in its commercial documents distributed to its customers and prospects, as well as during its communication activities (commercial events, press articles, institutional communication, commercial advertising, website, social networks, etc.).


ARTICLE XV. NON-SOLICITATION OF PERSONNEL


Each of the Parties undertakes not to hire, directly or indirectly, the personnel of the other Party, for the duration of the Contract and for one year after its termination for any reason whatsoever.


In the event that one of the Parties fails to comply with this obligation, it undertakes to compensate the other Party by paying immediately and upon request, a lump sum equal to twelve times the employee's gross monthly remuneration at the time of his departure.


ARTICLE XVI. DURATION OF SUBSCRIPTION


When a Subscription is taken out, the duration of theContract between JOOXTER and the Customer is stipulated in the Quotation. This duration shall not be less than three (3) years (the "Initial Period").


Upon expiration of the Initial Term, the Agreement is tacitly renewable for a period of one (1) year (the "Renewal Term"), each year, unless JOOXTER or the Customer notifies JOOXTER by registered letter with acknowledgment of receipt received no later than 6 months prior to expiration.


Under no circumstances shall tacit renewal have the effect of creating a new Contract, nor of conferring an indefinite duration on the Contract.


ARTICLES XVII. APPLICABLE LAW


- COMPETENCY


These Terms and Conditions are governed by French law and the language of reference for any dispute or interpretation is the French language.


Any dispute arising from the interpretation or performance of the Agreement shall be subject to an attempt at amicable settlement between the Customer and the Supplier.


Any dispute arising from this Agreement shall be subject to the exclusive jurisdiction of the competent courts of the Supplier's registered office, including in the event of summary proceedings, applications or multiple defendants.


Jooxter, a simplified joint stock company (SAS) with a capital of 74.017 €, SIREN number: 803 615 574, RCS of Lille-Métropole