1. Recitals

Glaze provides a service that allows Clients to create glaze's for their website(s). To accomplish this, Clients first install Glaze code on a website, then uses editing and configuration tools within the Glaze service to build the glaze.

Glazes are then served on the Client's website.

Glazes are available in a SaaS mode. This is a subscription agreement for access to and use the Glaze Service.

The Glaze technology is protected by international copyright laws and an American pending patent registered at the USPTO.

The Client has received useful information to make sure the service meets its needs.

Without any reserve of any kind, the Client wishes to use the service and thus agrees to the present terms and conditions.

In case of contradictions between the present terms and conditions and the Client’s terms and conditions signed by Glaze, the latter will prevail.

1.1 Definitions

The following terms shall have the meaning set forth below:

• “administrator account”: means a person responsible for managing and allocating logins for all users of the Client;
• “agency”: Client using the service on behalf of their own clients;
• “cloud computing”: services hosted on any relevant third-party hosting facilities;
• “Client”: natural person or corporate entity which has subscribed to the service;
• “confidential information”: the Glaze concept, its functionalities, IT applications, data model, graphic interface, documentation as well as ideas, principles, know-how, methods underlying the SaaS services, the algorithms, the data organization, the browsing and any other elements included in the SaaS services;
• “content”: means text, images, videos or other content for the Client Property that Client selects for use with the Glaze Service. This content becomes public on the Client Properties, so Client should only provide content that it wishes others to see;
• “data”: (i) content, (ii) submitted data, (iii) visitor data and (iv) information of all kinds provided by the Client under its own responsibility, hosted by Glaze and intended to be processed through the implementation of the services;
• “documentation”: documentation of any kind relating to the services, including the terms of use, the description of functionalities, and in general, all technical information necessary or useful to their use. Including documentation that is provided to the Client directly or as is available on Glaze’s portal;
• “glaze”: Glaze campaigns’ designs made available to the Client;
• “frame”: capacity to create Glaze campaigns;
• “flow”: transmission of information composed of the Client’s data and of the results of the processing by the computer applications;
• “Glaze Technology”: the technology as such and all related or underlying documentation, technology, code, know-how, logos and, anything delivered as part of support or other services, and any updates, modifications or derivatives works of any of the foregoing;
• “logins”: username and password provided to the Client and assigned to the administrator on a personal and confidential basis, to access the services from a secure connection to the portal;
• “order form”: any orders placed with Glaze either by means of a signed invoice or by using the order form available online;
• “Glaze code”: code provided by Glaze to Client for use in connection with the Glaze service, which may include Glaze’s JavaScript code (for Client sites) or other similar code;
• “portal”: interactive electronic service available on the Internet by Glaze accessible at the addresshttps://wwww.glaze.ai and allowing the Client to access the services;
• “SaaS services” or “Software as a Service services”: Glaze’s services submitted to the present terms and conditions which are performed on a “software as a service” basis meaning that Glaze campaigns and related functionalities are made available to the Client in the cloud with corresponding right of use;
• “submitted data”: data uploaded, inputted, or otherwise submitted by Client or its third-party data providers to the Glaze service;
• “subscription term”: term defined in the order form;
• “user”: individual employee of the Client or customer of the Client who has permission to access the SaaS services and to use them under the conditions stated in these terms and conditions. Any operation made by a user binds the Client;
• “visitor”: any end user of a Client;
• “visitor data”: data concerning the characteristics and activities of visitors on the Client’s website collected by the Client in order to perform the service;
• “web-based support”: support delivered using the Web, including email.

1.2 Purpose

The purpose of this agreement is to set forth the terms and conditions under which Glaze:

• grants to the Client, and under which the Client agrees to be granted, a right to use the SaaS services;
• define the conditions of access and use to the Glaze services;
• detail the terms under which Glaze services are proposed to Client;
• describe the contractual relationship between Client and Glaze.

1.3 Acceptance, amendment and opposability

1.3.1 Acceptance

By using the service, the Client agrees to the Terms of Service in full and without reservation.

Agencies entering into the service on behalf of their clients declare that they have the authority to act on behalf of Client with respect to all obligations and representations set forth in this agreement.

1.3.2 Amendments

The general terms and conditions are subject to changes or amendments by Glaze at any time and without prior notice.

In case of changes or amendments, the new terms and conditions shall be accessible online thanks to the above mentioned link and will be applicable to new orders made by Client.

If Client uses Glaze’s service after the new terms and conditions are implemented by Glaze, Client shall be deemed to have accepted them. In case Client does not agree with these new terms and conditions, Client is free to terminate this agreement by disabling its account or according to 1.22.1 of the present terms and conditions.

1.3.3 Documents - Opposability

The present terms and conditions, the order form and the relevant pages of the portal describing the services compose the entire agreement between the parties.

The terms and conditions are applicable upon their acceptance by Client.

1.4 Client’s account

Based upon Client’s usage of the service, Client will be required to create an account wherein Client will provide personal and financial information, as applicable. For services purchased through our sales team, Client may not be required to provide payment details within portal and will be billed via invoice which is paid via wire transfer.

Upon acceptance of this agreement, and subject to the payment of the selected services, Glaze will grant the Client a right to remotely use the SaaS services.

To this end, Glaze will provide the Client with access to the administrator account giving access to the SaaS services for the term of the agreement.

Accounts are granted to specific clients and must not be shared with others.

Each user has their own logins. The logins supplied by the administrator to the users are confidential, unique and personal.

The Client is solely responsible for the use of the logins by its users.

The Client agrees that it and each SaaS service user must absolutely keep secret the logins giving access to the portal; the foregoing is subject to an obligation of result.

Client can access at any time to its account and submit a request to modify all the information previously entered.

You must diligently protect your account password and take all measures to prevent unauthorized access. As such, it is highly recommended that Two Factor Authentication is enabled for all users on their account.

Glaze recommends that Client uses a ‘strong password’ (i.e. password with mixed upper and lower case letters, numbers and symbols, that is at least eight characters long), and to change its password regularly.

Client is responsible for maintaining and promptly updating its account information with Glaze so that it remains adequate, accurate and complete.

Client undertakes not to provide any false information, or create an account for any other entity than the one it represents.

Client agrees (a) to keep its password secure, (b) not to share its password, nor let anyone else access its account, or do anything else that might jeopardize the security of its account, (c) regularly modify its password, (d) not to use another party’s account, and (e) to refrain from selling, trading, or otherwise transferring its account to another party.

Any use of its account shall be considered as used by Client. So, Client is fully responsible for all activities that occur under its account.

If an authorized user stops working for Client, Client must immediately terminate the person’s access to its account and change passwords to any Glaze service or ask Glaze for a modification of its password(s).

Client should regularly log into its account and review the details to make sure that no unauthorized access or other errors have occurred.

In case of any unauthorized use of its account or any breach of security, the following procedure shall apply:

• Client shall immediately change its account password;
• Client shall immediately notify Glaze by email;
• upon receipt of such notification Glaze shall use commercially reasonable efforts to secure access to the Client's account

Any breaches of the provisions shall entitle Glaze to terminate these terms and conditions immediately without prejudice to any damages Glaze could claim against Client hereunder.

Glaze reserves the right at any time to modify or discontinue Client’s account access, with or without notice (e.g. Glaze maintenance). Client agrees that Glaze shall not be liable to Client or to any third party for any modification, suspension or discontinuance of its account access and more generally of Glaze Services.

1.5 Accessibility

Glaze authorizes a multi-device connection (PC Tablet mobile) per person.

All costs relating to the access of the Glaze services (i.e. costs relating to material, hardware, software, and internet access, texts received as part of the Two Factor Authentication shall be borne by Client. Client is the sole responsible for the proper functioning of its computer equipment.

Notwithstanding the foregoing, Glaze reserves the right, without notice or compensation, to close temporarily the access to one or more Glaze Services, including without any limitation to perform updates, modifications, or changes in operational methods, servers and hours of availability.

Glaze cannot be held responsible for any damages that could result from these updates, modifications, changes and/or temporary or permanent closure.

1.6 Beta release and free access subscription

Glaze may provide Clients with a Glaze service or code for free or on a trial or other early stage Glaze services with "alpha", "beta" integrations or features.

Glaze may provide in good faith efforts and in its discretion to assist Client with Free Access Subscriptions or Beta Releases.

Client agrees that any free access subscription or beta release is provided on an "as is" and "as available" basis without any warranty, support, maintenance, storage, SLA, or indemnity obligations of any kind to that Client.

Regarding beta releases, Client acknowledges and agrees that beta releases may not be complete or fully functional and may contain bugs, errors, omissions and other problems which Glaze will not be responsible for.

Any use of beta is at Client's sole risk.

Glaze makes no promises that future versions of a beta release will be released or available under the same commercial or other terms.

Glaze may terminate Client's right to use any Free Access Subscription or Beta Release at any time for any reason or no reason in Glaze's sole discretion, without liability.

1.7 Specifications of SaaS services

1.7.1 Scope

The specifications of each of the services are detailed in the estimate, invoice or on the SaaS service portal.

1.7.2 Hosting

The SaaS services are hosted on the servers of Glaze’s provider established in Europe.

Glaze provides the Client with the SaaS services solely by remote access, in order to enable the processing of the data integrated by the Client via the access to the SaaS services.

Glaze delivers the flows among others to the hosted computer applications through a connection to the SaaS portal.

If the available space required for the hosting of the Client’s data increases, the parties will contact each other to determine the conditions, among which financial, for the granting by Glaze of additional space to host the Client’s data.

1.7.3 Backup of Client’s data

Glaze does not provide an archiving service.

During the subscription term, Client acknowledges that Glaze may delete content no longer in active use. After the subscription term, Client acknowledges that Glaze may delete user account after one year and content after 30 days.

Glaze expressly disclaims all other obligations with respect to storage.

1.7.4 Documentation

The documentation related to the SaaS services is available from the SaaS portal which the client has access once he has subscribed to the service. Documentation concerning beta features, advanced features or custom features are available on demand via email at this address support@glazemaker.co.

1.7.5 Related services

1.7.5.1 Optional services

At the Client’s request, Glaze may provide additional services such as:

• customization;

These services will be subject to an additional quote and a separate invoicing. The price of these services will be those in force at the time of the Client’s request. An amendment to these terms and conditions will specify the legal conditions, schedule and price for carrying out the requested services.

Client shall choose to receive any combination of service available by indicating through the platform or with a Glaze representative.

1.7.5.2 Customization

The Client may request Glaze to provide services for customization of the functionalities or interfaces of the services offered in this agreement.

These services will be subject to a description, an additional quote and a separate invoicing.

1.7.5.3 Training on use

At the Client’s request, Glaze may provide training on the use of the services.

A training process will be implemented, according to a timetable and a training program determined jointly with the Client. The training can take place remotely, in the Client’s premises, in Glaze’s premises or third-party premises.

These services will be subject to a description, an additional quote and a separate invoicing.

1.7.6 Change in the services

Glaze reserves the possibility to change the computer applications accessible via the portal, for the purpose of improving its services. Glaze will inform the Client that changes in the services will be made.

Generally, Glaze reserves the right to make and implement any technical decision in order to improve the services, subject to their continuity and upward compatibility.

1.7.7 Suspension

If the Client fails to comply with its obligations, Glaze reserves the right to suspend the access to the SaaS services automatically and without notice. The suspension of the access to the services will enable Glaze to verify the Client’s compliance with the terms and conditions of this agreement.

Access to the services will be suspended for the time required to conduct the verifications.

1.7.8 Telecommunications

The Client will be solely responsible for the access to Glaze’s site.

The costs to access Glaze’s server will be borne solely by the Client, which is solely responsible for taking out the necessary telecommunications subscriptions.

1.7.9 Rules of evidence

The computer records stored in Glaze’s computer systems under reasonable security conditions will be considered as proof of the communication and sending of registration forms and other information and data sent by the Client to Glaze allowing it to provide the processing desired by the Client.

In case of conflict between Glaze’s computer registers and any written document or electronic file of the Client, it is expressly agreed between the parties that Glaze’s computer registers will prevail over the Client’s documents and shall be the only ones admitted as evidence.

1.7.10 Service Level Agreement

Glaze agrees to make its best efforts to implement the services described in the conditions stated in the agreement.

1.8 Security

1.8.1 Logical security

Glaze agrees to implement all of the technical means, in accordance with the state of the art, required to ensure the logical security of the access to the computer applications and to the data, as well as to prevent any intrusion from unauthorized persons, whatever the nature or technique used.

The Client agrees to comply with Glaze’s security procedures.

Glaze shall not be liable for the Client’s failure to comply with the security procedures and rules.

1.8.2 Physical security

Glaze commits to impose on its cloud hosting service and data provider all obligations aiming to limit access to the server centre and its secure portal.

Glaze shall not be liable for any default of the telecommunications operators.

1.9 Support

Glaze makes available web-based support through its website.

Additional support services may be available to Clients.

Glaze has no obligation to provide technical updates for the service. In the event that Glaze provides updates to Clients, Clients will integrate the update within 30 days.

Additional updates or support services may require payment of applicable fees (if any), that will be outlined in an Order Form.

Any additional support services are subject to Glaze policies.

Glaze may also provide onboarding, deployment and other services under this agreement.

The scope, pricing and other terms for these additional services will be set forth in an Order Form, Order Form exhibit or other document referencing this agreement.

The Client may use anything delivered as part of these additional services internally during its subscription term to support its authorized use of the Glaze service, subject to restrictions.

1.10 Obligations of the Client

The Client agrees to:

• pay the service fees;
• use the services in accordance with the terms and conditions of the agreement;
• pass all of the obligations stated in this agreement on to users;
• collaborate with Glaze;
• control the results supplied before any implementation.

The Client will comply with all requirements for the use of the Service communicated by Glaze to the Client via documentation, and acknowledges that without such compliance, Glaze may be unable to provide the service to the Client.

Depending on the Services the Client chooses to receive, technical requirements may include (i) including code, script, tags or pixels supplied by Glaze on Client's website, (ii) supplying appropriate Client Content necessary for Glaze campaigns.

If the Client fails to comply with any technical requirements, Glaze may be unable to provide the service and will have no liability towards the Client for such failure to provide the service.

In general, all Glaze campaigns that the Client publishes must comply with:

- the applicable rules of its organization;

- Glaze's guidelines and any other policies Glaze implements. Glaze will notify the Client of any new Glaze guidelines, such as creative guidelines, via email or by posting a notice on the platform. The Client’s continued use of the services after such notification affirms its acceptance;

- the applicable laws in the country in which its business is based and the countries in which its Glaze campaigns are served.

Due to the nature of the business, some or all of the above requirements may change over time. The Client must review the terms on a regular basis to ensure its ongoing compliance.

1.11 Price and invoicing

1.11.1 Price and terms of invoicing

The price and terms of invoicing are stated in the order form or in the relevant section of the portal .

The price applicable to the service is the one made available by Glaze at the time the service is ordered by the Client.

Before ordering a service, the Client must check the price made available by Glaze.

By ordering the service, the Client is deemed to accept the price made available by Glaze.

It is the Client’s responsibility to check the price applicable before ordering the service.

Prices are stated without tax and shall be increased by taxes, VAT included, prevailing on the invoicing date.

Agreement is effective until all subscription terms for Glaze service(s) have expired or are terminated as permitted herein.

Glaze will issue an invoice to the Client. Invoices are payable upon receipt and in any case no later than 30 days of the invoice date.

The Client is responsible for making a timely payment which may require keeping an up to date payment method on file in their account.

1.11.2 Late payment interests

If the Client fails to pay all or part of an invoice issued by Glaze within the time period set above, Glaze may at its discretion apply to the Client the following penalties by way of default interests, without prejudice to its right to claim compensation for the harm caused by the late payment.

In case of default of payment and pursuant to article L441-6 of the French Commercial Code, interest rate will be applied at a rate equal to three times the statutory interest rate of the then-current year. Glaze will also be entitled to obtain refund of the sums incurred to recover its debts.

1.11.3 Invoicing dispute

Objections to invoices must meet the following specifications:

• objections must be detailed and based on documented evidence communicated within 15 days upon receipt of invoices;
• for objections covering only a portion of the invoices, the undisputed portion must be paid by the Client within the contractual time period stated herein.

1.12 Warranties

1.12.1.1 Warranty given by Glaze

All Glaze Technology and related services are provided on an “as is” basis and “as available” basis.

Glaze undertakes not to infringe any of the Client’s property rights on the content or data provided by the Client, and ensures that its personnel and the suppliers dedicated to the performance of this agreement will make the same commitment.

Unless necessary for the execution of the service, Glaze also warrants that Glaze Technology is not intended to copy or access content or data published on the Client’s website.

Glaze does not warrant the availability of the services or that the services will be error free or will be provided without any interruption.

Glaze and its suppliers do not make any warranties, express or implied, statutory or otherwise, including but not limited to warranties of merchantability, title or fitness for a particular purpose.

Glaze does not guarantee that any Glaze technology or related services (including Glaze’s modifications for client properties) will meet the Client expectations, or that use of Glaze Technology will be uninterrupted or error free.

Glaze does not grant any express or implied right or licenses (such as any right or license under any patents, trademarks, copyrights, or other proprietary or intellectual property rights) other than those expressly set forth in this agreement. Glaze (or its affiliated companies or licensors) retains all rights in and to the services, including any enhancements. The Client has no rights in or to the services beyond the right of access and use set out in this agreement.

Other than as expressly set out in these terms and conditions and to the greatest extent permitted by law, Glaze makes no representations or warranties with respect to the service availability, or the performance of its obligations hereunder.

To the maximum extent permitted by applicable law, all other warranties including, but not limited to, any implied warranties of merchantability, satisfactory quality or fitness for a particular purpose or ability to achieve a particular result are hereby excluded by Glaze. In the absence of fraud, no oral or written information or advice given by Glaze or its agents or licensees shall create a warranty or give rise to any other liability other than is given in these terms and conditions.

1.12.1.2 Warranty given by the Client

The Client warrants Glaze that it has all necessary rights related to its Content and Data.

The Client warrants it will not use the services in any manner not expressly permitted under this agreement.

The Client represents and warrants that these permitted activities are consistent with applicable privacy disclosures and will not violate any third party rights, including intellectual property, privacy and publicity rights.

The Client shall therefore indemnify and hold Glaze harmless from and against any action, claim, proceedings or opposition from anyone alleging that the performance of this agreement would infringe their right of any nature in the content data of the Client.

In such case, the Client shall pay any compensation and costs of any nature incurred by Glaze for its defense, including attorney’s fees, as well as any damages that could be awarded against Glaze.

1.13 Liability

1.13.1 Liability of Glaze

The parties jointly and expressly agree that Glaze may be held liable by the Client only if it is demonstrated that Glaze has committed a fault.

Apart from personal Customer data pursuant to article 1.21 “Processing of Personal Data and security” Glaze takes no responsibility and no liability for any Client Data, Client Content or Client Properties. Glaze is not liable for disturbances or damage inherent to the Internet and having the characteristics of force majeure.

Apart from personal Customer data, Glaze is not liable regarding the data hosted under this agreement.

Glaze is not liable for any loss or damage that a Glaze campaign may cause to its Clients or others.

1.13.2 Liability of the Client

The Client undertakes to use the SaaS services under its sole liability. The Client is solely liable for use of the services in compliance with the provisions of this agreement and the related documentation.

The Client is solely responsible for all Glazes that they create and publish on their website using Glaze services.

The Client is responsible for its Client Content, Client Data and Client Properties and the consequences of collecting, using and transmitting these materials with Glaze's services.

The Client will comply with all applicable laws related to privacy and publicity rights, and will be solely responsible for the operation of all websites owned or operated by the Client when the Client uses the service.

The Client must provide a legally adequate privacy policy on its Customer properties and provide all required disclosures to its visitors.

It must also obtain all necessary rights, releases and consents to allow Customer Data to be collected, used and disclosed in the manner contemplated by this Agreement and to allow the processing as a processor by Glaze herein.

Client must not submit, collect or use any regulated data with Glaze service.

The Client must ensure that it complies with any applicable third-party development or distribution agreements when using or distributing the Glaze service (including the Glaze code) in connection with its own campaigns.

The Client may not take any action that would cause Glaze, the Glaze Service or the Glaze code to become subject to any third party terms including open source license terms.

Agencies accept responsibility for the actions of its client Account and liability for all expenses incurred through the provision of the service to its clients.

1.14 Notice and take down

The Client is responsible for handling infringement notices and takedown requests it receives for any Customer property and content.

The Client must promptly notify Glaze if it learns of any notices or take down requests related to content and immediately stop using that content with any Glaze service.

Without limiting its other available remedies, Glaze without liability may take down allegedly infringing content and otherwise respond to any notice or take down requests it receives.

1.15 Damage

The Client will indemnify and hold Glaze harmless from and against any third-party claims and related costs, damages, liabilities and expenses (including reasonable attorney's fees) arising from or pertaining to any customer property, or breach or alleged breach of customer obligations.

The Client also agrees to defend Glaze against these claims at Glaze's request, but Glaze may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense.

The Client must not settle any claim without Glaze's prior written consent if the settlement does not fully release Glaze from liability or would require Glaze to admit fault, pay any amounts, or take or refrain from taking action.

This clause shall survive and remain applicable in case this agreement is annulled, rescinded or terminated.

1.16 Ownership

1.16.1 Know-how

Glaze shall retain ownership in and to its own methods, know-how and tools used to perform the contractual services.

1.16.2 Ownership

1.16.2.1 Glaze’s ownership

The SaaS services, especially the builder, technology, Frames and the related documentation are the property of Glaze, in accordance with the provisions of the Intellectual Property Code.

All elements composing the SaaS services, including the interfaces made available to the Client for the performance of this agreement, the documentation and any other information submitted by Glaze to the Client are and shall remain the exclusive property of Glaze.

Consequently, the Client shall not act in any manner that may directly or indirectly harm the intellectual property rights in the services and generally to the related trademarks.

This is a subscription agreement for access to and use of the Glaze Service.

Glaze grants to the Client, and the Client agrees to be granted, a personal, non-exclusive and non-assignable license to use the services.

The Client acknowledges that it is obtaining only a limited right to use the Glaze service and that irrespective of any use of the words “purchase”, “sale”, or similar terms, no ownership rights are transferred to the Client under this agreement.

Other than the Glaze code, the Glaze service is offered as an online, hosted product.

The Client acknowledges and agrees that it has no right to obtain a copy of the software behind any Glaze service.

This right to use shall be made by remote access via the Client’s/user’s connection to the Glaze’s server from the Client’s server, solely:

• for the use of the functionalities of the computer applications hosted within the framework of the service
• for the use by the Client of the results of the processing operations.
• for the access and the use of the service and its documentation solely for the Client's internal business purposes and solely on the Client's own behalf, in connection with its receipt of the Services;
• regarding web related Services, to integrate the code (or other script or pixel) into the Client's website for web-related services
• to integrate through other mutually agreed upon means.

Any use that has not been expressly authorized by Glaze hereunder shall be unlawful in accordance with Article L.122-6 of the French Intellectual Property Code.

Accordingly, the Client is prohibited, without limitation, from:

• performing, circulating, distributing or networking the SaaS services and the related user documentation, even without commercial use intention;
• using in any manner the SaaS services and the user documentation, in any way whatsoever, for designing, creating, circulating or distributing similar, equivalent, or substituting services and similar, equivalent or substituting user documentation;
• adapting, modifying, transforming, arranging the SaaS services and the user documentation, for any reason whatsoever, including to correct errors;
• directly or indirectly transcribing, translating into any other languages the SaaS services and the user documentation;
• making any use for unauthorized processing;
• modifying or bypassing protection code, including access codes or login.

1.16.2.2 Client’s ownership

The Client retains all rights, titles and interest (including intellectual property rights and confidential information) in all customer properties and all content contained therein (excluding Glaze technology).

During the Agreement, the Client grants Glaze a worldwide, royalty-free, transferable license to use, publicly perform, publicly display, and exploit Client’s Glaze campaigns on the Client’s website.

The Client gives Glaze the rights and permissions necessary to publish Glaze campaigns on its websites using Glaze services.

The Client grants Glaze a non-exclusive, worldwide, royalty free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Customer Data solely to the extent necessary to provide the Glaze services and related services to the Client.

The Client gives Glaze the right to publicly display content, perform content and use the Client properties (including derivative works and modification) as directed by the Client through the Glaze service.

The Client grants Glaze, and its affiliates and subsidiaries and suppliers, a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, and translate Glaze’s, solely in the manner and for the purposes for which the services are used from time to time.

The Clients may provide feedback (i.e. suggestions, comments, improvements, information, ideas or other feedback related to Glaze). The Client grants Glaze a worldwide, non-revocable, sub-licensable, royalty-free right to license to use, copy, disclose, distribute and exploit any such feedback in any manner without obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this agreements limits Glaze's right to independently use, develop, evaluate, or market products, whether incorporating feedback or otherwise.

1.17 Subcontracting

This agreement may be subcontracted by Glaze.

The Client is not authorized to subcontract this agreement unless he has obtained Glaze's prior consent.

1.18 Commercial references

Glaze may cite the name of the Client as commercial reference in accordance with business practices.

1.19 Confidentiality

Each party agrees to consider as strictly confidential, and to treat them as such, the information and documents, in particular the technical, business, financial information and documents, exchanged between them or collected, whatever their nature and media, within the framework of Glaze Services and/or Supplier services supplied under these terms and conditions.

The following information of each party will not be considered as confidential:

• information publicly available prior its disclosure to the other party;
• information publicly available otherwise than as a result of an act or omission of the other party;
• information disclosed to the other party by a third party not subject to a confidentiality obligation, or who would not have acted in violation of an agreement with that third party.

The parties agree not to disclose or let any third party whatsoever disclose directly or through an intermediary all or part of the documents and information of the other party it may have knowledge of.

In the latter case, the party concerned undertakes to take all relevant measures so that said employees and/or subcontractors comply with this confidentiality obligation in the same conditions as those laid down in these terms and conditions.

The parties agree not to use the documents and information exchanged in a context other than for the purposes and for the performance of these terms and conditions without the prior express consent of the other party.

Each party agrees to return to the other if it requests any document or other media that the disclosing party has delivered to the receiving party in the course of performance of these terms and conditions; these documents and information remain the property of the disclosing party; without the receiving party being able to keep any copy or reproduction thereof, except to the extent it is legally required to keep it for a longer period in which case such return shall occur at the end of such period.

Neither party shall without the prior written consent of the other party divulge any part of the other party's confidential information to any person except:

• to their own employees and then only to those employees who need to know the same; or
• to either party’s auditors, applicable fiscal authorities, a court of competent jurisdiction, governmental body or applicable regulatory authority and any other persons or bodies having a right, duty or obligation to know the business of the other party and then only in pursuance of such right duty or obligation.

The parties agree to respect this obligation 5 years after the term of the contract.

1.20 Non-competition

The Client promises Glaze that it will not, directly or indirectly, develop, even internally, a service identical or similar to or in competition with the SaaS services covered by this agreement, on a worldwide basis, throughout the term of this agreement and for a period of five (5) years after its termination for any reason whatsoever.

Both parties acknowledge that this obligation is not disproportionate and reflects the express will of the parties.

1.21 Processing of Personal data and security

1.21.1 Processing of the Client’s Personal Data

In respect of the processing of the Client’s Personal Data, Glaze undertake to comply with the rules in force applicable to the processing of Personal Data, in particular Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 (GDPR), for any Personal Data that it may process, and which do not fall within the exceptions provided for in that Regulation.

As data controller Glaze undertake to comply with the obligations of the GDPR, i. e:

• the maintenance of the register of processing activities if applicable;
• the implementation of organisational, technical and political measures for the protection of rights and freedoms allowing Data Protection by design and data protection by default;
• the obligation to appoint a Data Protection Officer or a person responsible for Personal Data;
• establish and comply with procedures enabling data subjects to exercise their rights of access, interrogation, rectification, erasure, restriction and opposition on legitimate grounds, as well as a procedure enabling data subjects to obtain data portability in accordance with the applicable regulations. In addition, Glaze ensures and guarantees that the right to object to the processing of data is respected;
• ensure the strict confidentiality and integrity of the data it process. Glaze shall implement the necessary security measures to this end.

In addition, Glaze undertakes to comply with the following for any electronic tool used:

• to ensure that the processing comply with the principles set out in Article 5 of the GDPR on Data Protection, including:
• processed in a lawful, fair and transparent manner with regard to the data subjects,
• are adequate, relevant and limited to what is necessary for the purposes for which they are processed,
• are accurate and kept up to date,
• are kept for no longer than is necessary for the purposes for which they are processed;
• to ensure that the processing is lawful within the meaning of Article 6 of the RGPD;
• obtain the consent of the data subjects when required;
• respond to any request from the data subjects in relation to their Personal Data;
• ensure that the data subjects are informed of the processing of Personal Data that is carried out, of the period for which the data corresponding to this processing operation are kept, of the recipients and of the manner in which they may exercise their right of interrogation, access, rectification, erasure, restriction and opposition, in particular by electronic means if Glaze has collected them by this means;

Glaze undertakes to cooperate with the national competent supervisory authority.

1.21.2 Processing of the Visitors’ personal data

By default, Glaze do not collect Visitors Personal Data unless the Client decides to and that the Client agrees to this processing.

In this case and only in this case, in respect of the processing of the Visitor’s Personal Data by Glaze under these terms and conditions, the Parties acknowledge that the Client is the Data Controller and Glaze is the Data Processor and agree to comply with all corresponding obligations as per applicable data protection laws. The Client (hereinafter “Data Controller”) authorizes Glaze (hereinafter “Data Processor”) to process such Personal Data on its behalf as it is necessary for the purposes of these terms and conditions as defined in Annex X “Description of the Visitors’ Personal Data processing of the order form.

In accordance with article 28 of Regulation 5419/16 of the European Parliament and of the Council “on the protection of individuals with regard to the processing of Personal Data and on the free movement of such data” (hereafter the “General Data Protection Regulation” or “GDPR”), the processing of Visitors’ Personal Data shall be governed by the terms and conditions of the present Section. All capitalized words in this Section shall have the meaning ascribed to them in the GDPR and in the Agreement.

The Annex X of the order form sets out the details of the processing and notably the subject-matter and duration of the processing, the nature and purpose of the processing, the type of personal data and categories of data subjects and the obligations and rights of the controller. For the sake of clarity, Annex X of the agreement shall be deemed as a template and shall be filled out by the Parties for each processing of Visitors’ Personal Data.

For every processing carried out on behalf of the Data Controller, Glaze will:

process the Personal Data only on documented instructions from the Data Controller, including with regard to transfers of Personal Data to a third country or an international organisation, unless required to do so by Union or Member State law to which the Data Processor is subject; in such a case, the Data Processor shall inform the Data Controller of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;

ensure that persons authorized to process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;

have taken into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, take all appropriate technical and organizational measures to ensure a level of security appropriate to the risk, as required pursuant to article 32 of GDPR “Security of Processing” and as further detailed in Annex Y “Technical and organizational measures” of the order form. The Client and Glaze expressly declare that the technical and organizational measures detailed in Annex Y are appropriate and sufficient in regards to the nature, scope, context and purposes of the processing as further described in Annex X;

not engage another Data Processor (the “Sub-processor”) without prior specific or general written authorisation of the Data Controller. The same Personal Data protection obligations as set out in the present Section shall be imposed on that other Sub-processor by way of a contract or other legal act under Union or Member State law, in particular providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of the GDPR. Where the Sub-processor fails to fulfil its data protection obligations, Glaze shall remain liable to the controller for the performance of that other processor's obligations, in respect to the conditions referred to in paragraphs 2 and 4 of article 28 of GDPR;

take into account the nature of the processing and the costs of implementation, assist the Client by appropriate technical and organizational measures as described in Annex Y of this agreement, insofar as this is possible, for the fulfilment of the Client's obligation to respond to requests for exercising the Data Subject's rights laid down in Chapter III of GDPR, being provided that the Client shall implement all necessary measures in order to (i) satisfy the Data Subjects’ requests and (ii) allow Glaze to assist the Client;

assist the Client in ensuring compliance with the its own obligations pursuant to Articles 32 to 36 of GDPR within the limits and conditions of the agreement taking into account Glaze’s competences, the cost of implementation of the obligations under paragraph 1.3.1 (f) of this Section, the nature of processing and the information available to Glaze;

at the choice of the Client, delete or return all the Personal Data to the Client after the end of the provision of the Services relating to processing, and delete existing copies unless Union or Member State law requires storage of the Personal Data. If the deletion or return of all the Personal Data to the Client takes place in the course of execution of the agreement, then the costs shall be borne by the Client. If, however, the deletion or return of all the Personal Data takes places at the expiration of the agreement, there will be no extra cost for the Client, unless in case of anticipated termination of the agreement at the initiative of the Client;

make available to the Client all information necessary to demonstrate compliance with the obligations laid down in this Section and allow for and contribute to audits, including inspections, conducted by the Client or another auditor mandated by the Client, who shall not be a competitor of Glaze;

immediately inform the Client if, in Glaze’s opinion, an instruction of the Client, infringes the GDPR or other Union or Member State data protection provisions. This opinion shall not be construed as a legal advice by Glaze. In case an instruction of the Client is not compliant with the obligations of security of the processing incumbent upon Glaze in compliance with article 32 of GDPR, Glaze shall be entitled to adopt any measures required under article 32 of GDPR at the cost and risk of the Client.

notify the Client without undue delay after becoming aware of a personal data breach regarding the Personal Data he is processing under this agreement and in any case in a delay allowing the Client to comply with its obligation of notification of the personal data breach to the supervisory authority pursuant to the provisions of article 33 GDPR.

The Client warrants to Glaze that it is entitled to transfer the Visitors’ Personal Data to Glaze and/or the Sub-processor(s) in full compliance with applicable data protection laws, including as needed, compliance to any prior required formalities and Data Subject rights, such as information and/or consent when such is required under applicable data protection laws.

The Client agrees that Glaze may sub-process the Personal Data to Sub-processors located inside or outside of the European Economic Area (the “EEA”) as necessary for the performance of the Services under this agreement for all sub-processing activities. It is expressly agreed that the present clause shall be deemed as a general written authorization in compliance with the provisions of article 28.2 of the GDPR (“General Consent”). When Visitors’ Personal Data is sub-processed to Sub-processors located outside of the EEA, the Client hereby agrees to the signature by Glaze on its behalf of the standard contractual clauses for the transfer of Personal Data to Sub-processors established in third countries under Commission Decision 2010/87/EU or equivalent standard data protection clauses under EU Law. Notwithstanding the General Consent given by the Client, Glaze shall inform the Client of any intended changes concerning the addition or replacement of any Sub-processor within a reasonable time prior to implementation of such change.

Glaze and any person acting under the authority of the Client or of Glaze, who has access to Visitors’ Personal Data under this agreement, shall not process those Personal Data except on instructions from the Client, unless required to do so by Union or Member State law. The Client remains solely responsible for the accuracy and adequacy of the aforementioned instructions as well as for approving the security measures applicable to the protection of Visitors’ Personal Data as defined in Annex Y.

Any changes to the instructions given or the security measures that are required by the Client, including in order to comply with applicable data protection laws, shall be agreed by the Parties. Any costs incurred by Glaze in complying with such changes shall be borne by the Client.

1.21.3 Cookies

Cookies Policy is available here [insérer le lien].

1.21.4 Statutory and regulatory requirements

If a statutory or regulatory authority or a high administrative authority requests to be provided with Personal Data and related documents of any nature, on the basis of a statutory or regulatory request concerning the Client, Glaze undertakes to:

• previously inform the Client, unless otherwise prohibited by law;
• perform the actions requested in compliance with the terms of the request.

All expenses and fees shall be paid by the Client on the basis of Glaze’s service rates prevailing on the day of the request.

1.21.5 Aggregate/Anonymous Data

Glaze aggregates Client Data with other data so that results are non-personally identifiable with respect to Client and Client’s Visitors, and also generates anonymous learnings, logs and data regarding use of Glaze Service.

The parties agree that Aggregate / Anonymous data is Glaze Technology, which Glaze may use for any business purpose during or after the term of this agreement, including without limitation to develop and improve Glaze's products and services and to create and distribute reports and other materials.

This section does not give Glaze the right to identify Client's as the source of any Aggregate / Anonymous data without Client's prior consent.

1.22 Term – Termination

1.22.1 Term

The subscription term of the agreement is the one agreed by the parties in the order form.

1.22.2 Termination for breach

Either party shall be entitled to immediately terminate these terms and conditions by written notice if the other party commits a material breach of any terms of these terms and conditions and (in the case of a remediable breach) fails to remedy the breach within thirty (30) calendar days of being requested by written notice so to do.

1.22.3 Termination for convenience

Either party shall be entitled to immediately terminate these terms and conditions:

• If Client wants to terminate these terms and conditions Client shall inactivate its account;
• If Glaze wants to terminate these terms and conditions, it shall send Client an email with a date of effect of one (1) month as from the last day of the month of notification of the termination.

1.22.4 Effect of termination

Termination of these terms and conditions however caused shall be without prejudice to any rights or liabilities accrued at the date of termination. The termination of these terms and conditions for whatever cause shall not affect any provision of these terms and conditions which is expressed or by implication intended to survive or operate in the event of termination of these terms and conditions.

Upon the termination of these terms and conditions, Client shall have no right to any compensation for the termination of these terms and conditions.

Upon the termination of these terms and conditions, Client must immediately discontinue use of the Glaze Services.

If Glaze terminates for the breach of Client's obligations or if Client terminates for convenience before the end of the term, Client shall pay the entire periodical subscription fee corresponding for the whole period during which termination is notified, even if the termination is effective before the end of that period.

Upon termination of the contractual relationship, for any reason whatsoever, Glaze will delete all content, submitted data, data and information provided by the Client other than Personal Data, promptly after the termination of their contractual relationships.

1.23 Force majeure

In case of a force majeure event, the performance of this agreement will at first be suspended.

If a force majeure event lasts for more than two months, this agreement shall automatically be terminated, unless otherwise agreed by the parties.

It is expressly agreed that force majeure events, acts of God or fortuitous events will be those usually accepted under the case law of French courts and tribunals, as well as the events below:

• war, riot, fire, internal or external strikes, lock out, occupation of Glaze’s premises, bad weather, earthquake, flood, water damage, statutory or governmental restrictions, legal or statutory modifications of the means of commercialization, accidents of any nature, epidemics, pandemics, illness affecting more than 10% of Glaze’s employees in a period of two consecutive months, absence of energy supply, partial or total stoppage of the Internet network and more generally of private or public telecommunications networks, road blockage and impossibility to provide supplies and any other event beyond the reasonable control of the parties preventing the normal performance of this agreement.

1.24 Miscellaneous

1.24.1 Good faith

The parties agree to perform their obligations with utmost good faith.

1.24.2 Waiver

The parties mutually agree that any tolerance of a situation by one party shall not grant the other party any rights in that respect.

Moreover, such a tolerance shall not be construed as a waiver of the rights in question.

1.24.3 Sincerity

The parties represent that the commitments taken herein are sincere.

Each party thus represents that it does not know any elements which, had it been disclosed, would have modified the consent of the other party.

1.24.4 Lapsed claims

Any claim against Glaze lapses one (1) year after the event likely to involve Glaze’s liability occurred.

1.24.5 Independence of the parties

The parties acknowledge that they each act for their own account as independent contractors and shall not be considered as the agent of the other.

Nothing in this agreement is intended to constitute a partnership, franchise or agency relationship.

Neither party may contract for and on behalf of the other.

Furthermore, each party remains solely responsible for its acts, assertions, commitments, services, products and personnel.

1.24.6 Assignment of the agreement

This agreement may not be assigned by the Client in whole or in part, whether or not for consideration, without Glaze’s prior written consent.

Glaze reserves the right to assign the agreement to any third party of its choice.

1.24.7 Headings

Headings are for convenience only and in the event a difficulty of interpretation arises out of a contradiction between any of the headings and the content of the clauses, headings shall be deemed to be non-existent.

1.24.8 Severability

If one or several provisions of this agreement were to be held invalid or so declared by a law, a regulation or a final decision havingres judicataeffect rendered by a court having proper jurisdiction, the other provisions shall remain in full force and effect.

1.24.9 Publicity

Unless otherwise specified in the applicable order form the Client, Glaze may use Client's name, logo and marks (including marks on customer properties) to identify Client as a Glaze client on Glaze's website and other marketing materials.

1.24.10 Entire agreement

This agreement constitutes the entire agreement between the parties.

No general or specific terms set forth in any document sent or delivered by the parties shall be integrated into this agreement.

1.24.11 Domiciliation

For purposes of this agreement and unless otherwise stated, the parties agree to send all correspondence to their respective registered offices.

1.25 Limit of liability

Glaze shall not be held responsible for:

• perturbations or damages caused by internet or which present the characteristics of an event of force majeure;
• any other disruption relating to the use of the service.

Notwithstanding anything to the contrary contained herein, Glaze's liability arising out of or in connection with the performance of its obligations under these terms and conditions shall be limited to the amount paid by Client in the twelve (12) months preceding the claim.

Glaze shall have no liability for free access subscriptions or beta releases provided without charge.

All liability that is not expressly assumed in these terms and conditions is hereby excluded. For the purposes of this article each party includes its directors, employees, subcontractors and suppliers.

1.26 Governing law

This agreement shall be governed by French law.

French law shall apply to both form and substance, notwithstanding the place of performance of the essential or ancillary obligations.

1.27 Statute of limitations

Unless otherwise stated by public order provisions, all legal actions between the parties shall be time-barred if not commenced within two (2) years after the first complaint has been notified by certified mail with return receipt requested.

1.28 Conciliation

In the event of difficulties arising out of the performance of this agreement, and prior to any legal actions, each party agrees to designate two senior managers.

Such designated persons shall meet at the request of the most diligent party within eight days after receipt of the letter requesting a conciliation meeting.

The agenda shall be set by the party having requested the conciliation.

Decisions made by mutual agreement shall have contractual value.

This clause is legally severable from this agreement. It shall continue to apply even if this agreement is annulled, cancelled, terminated or rescinded.

1.29 Notices

Any notice given under these terms and conditions shall be in writing and signed by or on behalf of the party giving it and shall be served by delivering it personally, or sending it by pre-paid recorded delivery or registered post to the relevant party at its registered office for the time being its last known address, or by email to the email address notified by the relevant party to the other party.

Any such notice shall be deemed to have been received:

• if delivered personally, at the time of delivery;
• in the case of pre-paid recorded delivery or registered post, 48 hours from the date of posting; and
• in the case of email, at the time of transmission.

In proving such service, it shall be sufficient to prove that the envelope containing such notice was addressed to the address of the relevant party and delivered either to that address or into the custody of the postal authorities as a pre-paid recorded delivery or registered post or that the notice was transmitted by email.

1.30 Jurisdiction

IN THE EVENT OF A DISPUTE, IT IS EXPRESSLY AGREED THAT THE COMMERCIAL COURT (“TRIBUNAL DE COMMERCE”) OF PARIS SHALL HAVE JURISDICTION, EVEN IN THE EVENT THERE IS MORE THAN ONE DEFENDANT OR IN CASE OF A THIRD-PARTY PROCEEDINGS, INCLUDING IN CASE OF URGENT PROCEEDINGS, PROTECTIVE MEASURES, SUMMARY PROCEEDINGS OR AN EX PARTE APPLICATION.