GENERAL CONDITIONS OF SALE AND USE OF AGENDIZE SERVICES

Last updated March 15, 2022

 

 

Agendize.com is a website owned and operated by Agendize SAS, a SAS company with capital of €223,850, having its registered office at 33, rue de la République, 69002 Lyon, France, registered in the trade and companies of Lyon under number 449 162 403

intra-community VAT number: FR 81 449 162 403. 

The website is accessible at the following address: https://www.agendize.com/ or any other specific URL provided by Agendize to Customer or its partners and resellers.

 

At Agendize, our mission is to improve the relationship between the public or private sectors and their customers and/or collaborators by digitizing their services. We offer highly customizable engagement solutions to companies and our partners through different functionalities such as appointment scheduling, agenda or online CRM.

Our online appointment scheduling and customer relationship management solution supports you on a daily basis in automating your journeys to make each experience unique.

 

The Agendize service is operated in SaaS mode (Software as a Service) in a remote environment and accessible through the Internet. Agendize's service is also available, subject to conditions, in Dedicated SaaS or On-Premise mode.

 

As part of this offer, the company Agendize offers its customers online appointment scheduling and customer engagement solutions, allowing an improvement in satisfaction thanks to the automation of repetitive tasks.

 

In this regard, these General Terms and Conditions of Sale (“T&Cs”) govern the relationship between Agendize and its users, individually named “The Customer”. 

 

Note that “The Customer” is able to choose one or more of the Services and Associated Services offered by Agendize to its customers, succinctly described in the contract. Customer agrees that not all Services and Related Services are available in all regions, countries and industries.

 

Scope of the T&Cs: The purpose of these T&Cs is to describe the use of the Agendize Services and Associated Services within the framework of the contractual relationship between Agendize and the Customer and also apply to future services ordered by the Customer. They exclude everything relating to the specific commercial conditions.

 

The Contract and the T&Cs are inseparable and combined, take the place of an agreement in its entirety between the two parties.

 

In the event that certain provisions present in the Contract differ from those of the T&Cs, the former prevail over the latter. This being stated, it was agreed and decided as follows.

DEFINITIONS

The definitions below are both plural and singular.

  • “Agendize” refers to the Agendize legal person listed in the article “Agendize contracting entity, notice, applicable law and competent courts”
  • “Customer” refers to the natural or legal person to whom the Agendize Services are offered. This term may also refer to the Reseller unless otherwise stated.
  • "Agreement" includes the T&Cs, the descriptions of the Agendize Services as well as any annexes.
  • "Reseller" means a professional who is authorized by Agendize to distribute it to its own end customers under the conditions hereof.
  • “User” means an Administrator, Employee etc. any person/resource with access to the service (login; password; SSO etc.) or a calendar / agenda in their name.
  • “End User” means a person who interacts in any way with Customer through a Service provided by Agendize or a Reseller's end customer.

PURPOSE

The purpose of these T&Cs is to define the conditions under which Agendize undertakes to provide its Services and Associated Services to the Customer. These Terms are also intended to specify the Rights and Obligations of the Parties in this regard. Agendize may adapt or modify these T&Cs at any time. The applicable T&Cs are those in force on the day of issue of the commercial proposal submitted to the customer. During the renewal period, the applicable T&Cs will be those online.

ARTICLE 1. DESCRIPTION OF SERVICES

Online Appointment Scheduling and Management 

The Online Appointment scheduling and Management Service allows End Users to book an appointment online at any time depending on the availability of the Customer, its employees, resources, and/or the chosen department.

 

The Online Appointment Scheduling and Management Service includes the following functionalities:

  • Updating Customer information (opening hours and company details)
  • Adding, deleting or modifying services (types of appointments)
  • Adding, deleting or modifying resources
  • Adding, deleting or modifying team members
  • Customizing the interface of the appointment scheduling widget
  • Customizing the information requested from end users during the appointment process
  • Customizing the interface of the console
  • Change how end users can book appointments
  • Choose notifications and reminders that will be sent by email or sms
  • Post-appointment feedback
  • Offer online payment during appointment scheduling via a third-party payment solution
  • Customize the content of sms and emails
  • Synchronization with third-party online calendar solutions like Google and Microsoft
  • Synchronization with third-party CRM or emailing solutions
  • Zapier integration

The Customer accepts and notes that the list of integrations and connectors with third-party solutions is subject to change. Agendize will notify the Customer of any changes.

 

Contact Base (Customer Relationship Management or CRM)

The Contact Base Service is the list of contacts generated automatically, manually or imported. 

The Contact Base Service contains the following functionalities:

  • Search by search criteria / filters
  • Contact file including personal and contact information, appointment history, notes and communication history.
  • Creation and customization of tags.
  • Email marketing (write an email, history of sent messages, message templates)

 

Forms Management 

The Forms Management Service allows an End User to complete an online form in order to send the requested information to the Customer.

The Forms Management Service contains the following functionalities:

  • Creation, modification and deletion of personalized forms based on pre-defined templates
  • Console for viewing and monitoring responses to personalized forms
  • Email notifications
  • Whether or not to allow the end user to complete the form later
  • Allow the user to track responses (form status and add notes)

 

Digital Queue Management Service (Queuing Management System or QMS)

The Digital Queue Management Service allows End users, when visiting a Customer location, to complete a queue form with their name and phone number. 

The Digital Queue Management Service contains the following features: 

  • Virtual queue
  • Adding and managing end users in the queue
  • Tags
  • Customization of the interface (greeting message, thank you message)
  • Option to send SMS to next End User in line
  • Option to save End User in Customer's Contact Database

 

Click-to-Call

The Click-to-Call Service allows End Users to click a call button and enter their phone number to initiate a two-way voice communication session with the Customer. 

The Click-to-Call Service contains the following features:

  • A recorded message can be played back to callers and/or customer service representatives at the start of each call. 
  • Call sequence management
  • Call recording (saved for 30 days)
  • Selector of the countries from which the Customer can be called
  • Maximum call duration
  • Management of communication credits

This Service is not open to all countries and may be subject to local regulatory and legal obligations. Please contact Agendize with any questions about this.

 

Call Tracking

The Call Tracking Service allows the Customer to obtain call tracking numbers from Agendize, which may be published by Customer in its advertisements and other media. When a caller dials a call tracking number, Agendize must connect the caller to the end telephone number designated by the Customer.

The Call Tracking Service contains the following features: 

  • Management of call tracking numbers 

  • Call recording (saved for 30 days)

  • Missed call notification 

  • Communication credit management

This Service is not open to all countries and may be subject to local regulatory and legal obligations. Please contact Agendize with any questions about this.

 

Workflows

The Workflows Service allows the Customer to link events emitted by the Agendize solution to actions internal or external to the solution. It therefore allows theCustomer to extend the functionalities of the solution by automating specific processes. 

The Workflows Service contains the following functionalities:

  • Creation of a trigger on new appointments made, canceled appointments, the start of an appointment, the receipt of a form 
  • Associate an action such as sending an email, sending an SMS, calling an API when activating a trigger.

 

Reports

The Reports Service allows the Customer to have access to reports on the actions carried out. 

The Reports Service contains the following functionalities:

  • Creation, modification and deletion of personalized reports
  • Export of reports (supported formats: PDF, Excel, CSV)
  • Sharing of reports by email
  • Filters by period
  • Customer feedback 

 

The metrics available in the Customer's Reports menu may be different depending on the Services subscribed to in the order form or mentioned in the quote.

 

Reseller Console

The Reseller Console Service allows the Reseller to manage various Customer accounts associated with the Reseller.

The Reseller Console Service contains the following features: 

  • Creating a Reseller’s Customer account
  • Managing SMS credits associated with Reseller’s Customer accounts
  • Configuring white labeling settings
  • Configuring default message templates for all Reseller Customers
  • Managing access to the Reseller Console


ARTICLE 2. DESCRIPTION OF ASSOCIATED SERVICES

API Access

Access to Agendize APIs by the Customer or Reseller may be authorized by Agendize. The Agendize API is of the REST type (RESTful) and offers watcher mechanisms (webhooks) as well as the possibility of indexing the different types of object with the identifiers of the information system (externalId) of the Customer or Reseller. Except for specific commercial conditions, the Customer or Reseller is limited to 2500 API calls per hour.

 

Account Management

The Customer is responsible for managing access and user rights to his Agendize account.

A user is considered to be anyone who can connect to the Agendize console (username + password or SSO link) or who has a calendar. Each user can be assigned a specific role or access rights on an account.

 

Access and permissions:

  • Administrator - Full access to the Customer's account
  • Reports - Access to the Reports section, the ability to create custom reports, schedule exports by reporting emails, view forms, as well as listen to recordings of phone calls
  • Billing - Access to Payments & budget to add communication credits and receive low credit alerts
  • Management buttons - Access to the Installation section to create, edit, delete, and install your interaction buttons; this role allows you to delegate the integration of your buttons on your websites to an external IT worker without giving them access to your appointments or your CRM (useful for example for the medical sector, where only health professionals must access to patient files)
  • Chief Data Officer (CDO) - Access to Privacy Policy settings (GDPR)

You can assign a role to each team member (Administration, Plan, View), knowing that this role will apply to the currently selected branch. The roles associated with team members can be adjusted at the account level for all of its branches.

 

Your account may be limited to a specific number of users. A license is used for:

  • Each user access listed in Access & Permissions (for example: delegation access for administration or management of the secretariat, access to the reports section, CDO for the personal data management policy);
  • Each team member associated with online appointment scheduling, if his email does not correspond to an access already existing in Access & Permissions.

 

Compliance

The Customer is responsible for configuring its privacy policy. This includes: 

  • The formulation of consents for connection purposes and for marketing communications (email marketing)
  • The retention period for personal data collected on the basis of these consents in order to anonymize or even automatically delete this data once this elapsed time.

 

Professional Services 

The Customer may order professional services from Agendize for integration, customization, project management, training, or other purposes as specified in the Purchase Order accepted by Agendize, business proposal accepted by Customer, or the quote submitted by Agendize. 

Any professional service must be ordered and invoiced before the performance of the service. 

The Customer agrees that the delivery date will be determined by Agendize based on available resources, its product roadmap, and professional services already engaged with other Customers. 

The Customer accepts that additional costs may be included to cover costs relating to third-party services and products, travel costs or accommodation costs.

ARTICLE 3. THIRD-PARTY SERVICES AND PRODUCT

The Customer may install, integrate, connect, add and/or obtain certain third-party services and products, including applications collectively referred to as “Third-Party Services and Products”.

 

The Customer acknowledges and agrees that regardless of how such third-party services may be offered to the Customer (bundled with certain Agendize Services, offered separately by Agendize, or otherwise offered anywhere on the Services), Agendize merely acts as a intermediary form between the Customer and such third-party services, and in no way endorses such third-party services, or shall be in any way responsible in this respect. Agendize will not be a party to, or in any way responsible for monitoring, any interaction or transaction between the Customer and third-party services.

Any use of such Third-Party Services shall be made solely at the Customer's own risk and may be subject to the legal terms that govern such Third-Party Services, which the Customer is encouraged to review before engaging with them.

While we hope to avoid such instances, Agendize may, at any time and in its sole discretion, suspend, disable access to, or terminate any Third Party Service - whether or not integrated or part of the Customer's account therein. time – without any liability to the Customer or End Users.

 

Conditions of use specific to online payment during appointment scheduling:

Agendize allows the Customer to request an online payment before the appointment (mandatory or optional) in the online payment parameters. 

Please note that Agendize only redirects to third-party payment service providers, the list of which is subject to change. 

Agendize does not process or store any bank details. 

The use of these payment solutions by the Customer is subject to the conditions of use of the said service providers. 

The refund policy depends on the provider used, Agendize is not responsible for processing refunds. 

ARTICLE 4. LEVELS OF SERVICE

Agendize applications are hosted on dedicated mirror servers and in a secure location, in accordance with the general requirements and best practices in telecommunications. The Customer acknowledges that use of the Services requires that the Services be provided by third party providers. These Services include, but are not limited to, Internet connectivity and global carrier services. Agendize shall not be liable to the Customer for any interruption in Service availability resulting from, among other things, any of the following:

(I) The fault or negligence of the Customer, its users, employees, agents or subcontractors;

(II) The failure of Customers to comply with the obligations and stipulations of the Contract;

(III) An error or problem with the Customer's or End User's equipment or software, services provided by third party providers, Internet traffic, transit and traffic exchange, and or connections provided and controlled by other companies;

(IV) Any case of force majeure according to the applicable case law and article 1218 of the French Civil Code, or;

(V) The interruptions of the Service provided for in the Contract.

 

The Customer agrees to use its best efforts to implement and maintain an adequate support structure to provide first level support within its organization. To this end, the Customer must ensure that at least one of its employees or agents is authorized to assume responsibility for communications with Agendize for technical support purposes to Customer. Only that person, or a duly appointed and adequately trained replacement, may contact Agendize to request technical support in connection with a given issue.

 

Definitions

  • “Event Failure” means a period of downtime greater than five (5) minutes.
  • “Maintenance Window” means a period scheduled by Agendize during minimum traffic periods, not to exceed two (2) four (4) hours per month, during which Agendize may perform maintenance tasks. This maintenance window must be between 10:00 p.m. and 2:00 a.m., Paris, France time, and Agendize must inform at least 48 hours in advance.
  • “Service” means the Agendize tool, which enables users to book appointments online or other services, as defined in the Service Descriptions.
  • "Measured Service" means the Service and the applications, servers and networks directly under the control of Agendize which provides the Services (including applications, servers and networks provided under a subcontracting agreement between a third party provider and Agendize).
  • “Unavailability” means the portion of the Measured Services that is unavailable outside of the maintenance window. Unavailability does not include interruptions to the Services due to the Customer's specific integration settings or changes made by the Customer to environments outside of Agendize's control.
  • “Availability” means the general availability of the Service measured in one-minute increments. Availability is measured per calendar month period and calculated as follows: (total number of minutes in a calendar month - total number of minutes of downtime) divided by the total number of minutes in the same calendar month.

 

Availability Commitment: Agendize commits to an annual Service Availability Rate Guarantee of 99%. Agendize guarantees this availability rate defined above, with the exception of scheduled monthly maintenance periods, scheduled operations, cases of Force Majeure and Customer requests leading to interruptions in access to the Service. 

 

Communication: In the event of a failure event, Agendize will use all commercially reasonable efforts to notify the Customer of the failure event, identify the source of such failure event, and resolve the event as soon as possible.

 

Moderation Commitment: Agendize moderates all submissions within an average of 72 hours after submission, measured monthly.

 

Termination Option: Failure by Agendize to meet the availability commitment (i) for two (2) consecutive calendar months or (ii) for three (3) calendar months within a period of twelve (12 ) months constitutes a material breach of the Agreement (unless the failure is due to an event which may be excluded by force majeure) and the Customer may terminate the contract on thirty (30) days, without possibility of remedy or penalty (including, without limitation, early termination fees). The provisions of this Schedule state the Customer's sole and exclusive remedy for breach of any Service Level Agreement.

 

Widget: The Agendize widget should respond and render within 500ms (server time).

 

Response Time Service Level Commitment:

  1. Support requests should be made through the ticket system https://agendize.freshdesk.com/support/tickets/new.
  2. Support requests to Agendize must contain the following information: (1) Customer ID; (2) Issue Priority (Blocker, Critical, Major, High, Medium, or Low); (3) Description of problem, (4) Description of steps taken by Level 1 Support; and (5) Any attachments/screenshots showing the problem.
  3. Agendize will respond to all support requests from Monday to Friday, from 9 a.m. to 12 p.m. and from 2 p.m. to 6 p.m., excluding public holidays (time zone: metropolitan France).

ARTICLE 5. PRICE

On the day of formation of the Contract and in the absence of revision by Agendize, the Price corresponds to the amount indicated in the commercial proposal or quote sent to the Customer and signed by the latter. Any discount is exceptional and is only valid for the duration of the commitment of the estimate concerned. 

 

All charges are calculated exclusive of any levies, taxes or duties imposed by taxing authorities, and the Customer is responsible for payment of all such duties, taxes or levies.

ARTICLE 6. REVISION OF THE PRICE

Unless otherwise stated, the Price detailed in the estimate or the commercial proposal is annual and expressed Excluding Taxes. 

 

At the time of renewal of the contractual commitment (personalized, annual or multi-annual), the Price set in accordance with Article 5 may be revised upwards. This revaluation will then be established according to the following formula: P = Po + (Po x 3x (S-So)/So). 

P = revised price excluding taxes 

Po = price excluding taxes in force before revision 

S = value of the SYNTEC index for November n-1, year n being considered as the current year on the date of the revision. 

So = value of the SYNTEC index for November n-2. 

 

In the event of deletion of this index for any reason whatsoever, it will automatically be replaced by a replacement index close to and related to the activity of Agendize. If the commitment period of the Contract is multi-year, the annual Price on a like-for-like basis will remain stable throughout the duration of the commitment.

 

Agendize reserves the right to change prices upon commencement of any renewal service period by notifying the Customer thirty (30) days in advance. If the Customer receives notice of a fee increase at the start of any renewal service period and Customer does not wish to renew its subscription at the new prices, the Customer may contact Agendize to cancel its subscription.

ARTICLE 7. TERMS OF PAYMENT

The Customer must send Agendize payment of the annual Price according to the conditions indicated in the commercial proposal or quote sent (mentioned in the Contract), at the start of each subscription period.

All invoices must be paid by the Customer no later than 30 days following the date of the invoice. Any late payment exposes the Customer to late payment interest corresponding to three times the applicable legal interest rate. In addition, the Customer exposes himself to having to pay collection costs of a lump sum of 40 euros. Finally, Agendize will also be entitled to suspend the provision of the Service to the Customer in the event of non-payment of the price agreed between the Parties on the agreed due date, until full payment of the price by the Customer; what the Customer accepts.

ARTICLE 8. DURATION AND RENEWAL OF THE CONTRACT

These T&Cs will apply throughout the subscription period according to the conditions indicated in the commercial proposal or quote sent. 

Unless otherwise stated in the commercial proposal or quote sent, the initial commitment is 12 months with tacit renewal. The renewal of the contract is tacit for the same subscription period, unless one of the parties cancels the account before the end of the current subscription period by notifying the other party 90 days before the end of the ongoing period. 

The Customer agrees that after canceling its account, they will no longer be able to use or access the Agendize Services and will not be entitled to a refund of fees paid.

 

ARTICLE 9. REFERENCE

Agendize is authorized to mention its collaboration with the Customer on any communication medium, during interviews or on the list of its commercial references.

ARTICLE 10. OBLIGATIONS RELATED TO THE CREATION OF AN ACCOUNT, PASSWORD AND REGISTRATION

In order to take advantage of or use some of the features offered by the Services, the Customer is required to register and/or create an account with Agendize according to the terms indicated at the time of registration.

 

In consideration for use of and/or access to the Services, Customer agrees to:

(a) provide accurate, current, and complete information as requested by Agendize on the associated registration forms to the Services;

(b) ensure security and not share its username and password;

(c) maintain and update registration data, and any other information that Customer provides to Agendize, so that it remains accurate, current and complete.

 

Failure to comply with any of the foregoing constitutes a material breach of the T&Cs, which may result in the immediate termination of the T&Cs by Agendize under the termination conditions set forth below.

The Customer undertakes to immediately inform Agendize in the event of unauthorized access or use of his account and/or password. By obtaining a password, the Customer authorizes Agendize to comply with the instructions given by any person using this password as if the Customer had given the instructions himself.

All actions taken due to the use of the Customer's password will be the responsibility of the Customer.

Notwithstanding the foregoing, the Customer is authorized to change the password at any time. In the event of a password change, the liability conditions of this article will apply.

ARTICLE 11. RESPONSIBILITY FOR CONTENT AND MONITORING

Content

The Customer acknowledges and agrees that all information, data, text, software, music, sound, photographs, graphics, videos, messages, lists or other materials accessible through Services, without this list being exhaustive (hereinafter the "Content"), displayed publicly or transmitted privately, are the sole responsibility of the person who is at the origin of this Content whether it is the Customer or any third party authorized by the Customer. This means that Customer, and not Agendize, is fully responsible for all Content uploaded, displayed, transmitted or provided through the Services. Agendize does not control Content uploaded, posted, transmitted or provided by third parties and does not guarantee the accuracy, integrity or quality of such Content.

 

Use at your own risk

Agendize does not endorse, verify or take responsibility for any Content uploaded, displayed, transmitted or provided through the Services. The Customer agrees to use, rely on and/or accept all Content at its own risk.

Agendize and its affiliates and suppliers cannot be held liable for any direct or indirect loss or damage suffered by the Customer or third parties as a result of the use or access of such Content.

Agendize is not required to monitor any content uploaded and/or downloaded by the Customer or any third party.

 

Content License

Agendize does not claim ownership of Content that Customer uploads, displays, transmits, or provides. By uploading, posting, transmitting or otherwise providing any information submitted by a Customer End User, Customer:

(A) warrants and grants Agendize, its affiliates and their assigns the right to collect, use, reproduce, display, perform, adapt, modify, distribute, create derivative works of, and exploit such Content in any form and in any medium for the purpose of providing the Services or other services now known or unknown to Customer or others, including all concepts, ideas or know-how incorporated therein and this, in a non-exclusive way for the entire legal duration of the intellectual property rights in question;

(B) Represents and warrants to Agendize that the Customer owns or otherwise controls all rights to the information submitted by one of its End Users and that its use by Agendize as described herein (including without limitation limitation, the publication of information submitted by the user) will not impair or violate the rights of any third party.

ARTICLE 12. RESTRICTIONS AND PROHIBITED ACTIVITIES

The Customer prohibits and undertakes on behalf of its own End Users and/or Customers, particularly with regard to Resellers, not to:

(a) interfere with or disrupt the Services (including the associated technology, software, hardware, platform, communications and web pages of the Services or networks associated with the Services);

(b) impersonate or attempt to impersonate another person or entity, or falsely state or misrepresent your affiliation with a person or entity;

(c) sell or transfer your username or password or account to any third party;

(d) harm minors or other persons in any way;

(e) post, upload, transmit, distribute, provide or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, libelous, vulgar, obscene, libelous, invasive of another's privacy, hateful, racist, ethnic or otherwise objectionable;

(f) post, upload, transmit, distribute, provide or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment ;

(g) post, upload, transmit, distribute, provide or otherwise make available any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential learned or disclosed as part of employment relationships or under non-disclosure agreements);

(h) post, upload, transmit, distribute, provide or otherwise make available any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

(i) disobey any requirements, procedures, policies or regulations of networks connected to the Services;

(j) creating false headers or manipulating identifiers in order to disguise the origin of Content transmitted through the Service or the development of restricted access or password-only pages, or hidden pages or images (those which are not not linked to another accessible page);

(k) harass any third party using any component of the Services;

(l) collect or store personal data of other users of the Services who have not consented to provide such information, for the purpose of exploring good faith business opportunities or connections;

(m) intentionally or unintentionally violate any local, state, provincial, national or international law;

(n) create or submit unwanted (spam) email to any other user of the Services;

(o) modify hypertext links and other offers that make up the Service. These hyperlinks and offers cannot be modified. These hyperlinks and offers must remain in their original form, as defined by Agendize;

(p) reproduce, duplicate, copy, sell, resell or exploit any part of the Services, except as permitted or authorized by Agendize;

(q) use the Services to create and/or provide a competitive product and/or competitive service;

(r) reverse engineer, assemble or compile or otherwise derive or attempt to derive the source code or structure of the Services;

(s) modify, reproduce, or create derivative works of the Services;

(t) remove any copyright or other proprietary rights contained in the Services;

(u) communicate performance results of the Services to any third party unless expressly authorized by Agendize;

(v) modify, publish, transmit, participate in the transfer or sale, reproduce (except as provided), copy, store, create works derived from or based on, distribute, perform, display or otherwise exploit, any of the Services, except as expressly permitted by Agendize or its licensors, and

(w) use the Services for any unlawful or unlawful purpose.

 

For the avoidance of doubt, the restrictions set forth in this Agreement apply to the Services as a whole or to any component or part of the Services.

 

Customer's and Reseller's Liability and Warranties

In addition, the Customer and Reseller are responsible, to the exclusion of Agendize, for how they use the Services, including the policies and procedures they establish to protect the security of their data, their computer network and other facilities, their choice of equipment, software, and online content, the protection of the privacy and personal data of any third party involved in the use of the Services . The Services are intended for use by theCustomer and its End Users and are not intended for resale or transfer to any other third party to the Agreement, except for authorized resale by a Reseller to its own End Customers. The Customer shall not modify the Services and Software without Agendize's written permission. The Agendize Privacy Policy hyperlink must always be included in graphical user interfaces that Customer presents to its End Users as well as in graphical user interfaces presented by Resellers' own Customers to their End Users.

 

Agendize cannot be held responsible for any non-compliant use of the Services by the Customer which would cause direct or indirect damage to the Customer or to any third party.

 

The Customer and the Reseller are responsible for any direct or indirect, material or immaterial damage that they cause to Agendize or to third parties as a result of the use of the Service and/or the performance of the Contract and undertakes to indemnify Agendize for the consequences resulting from such damage.

 

Compliance with Laws

Agendize controls and operates the Services and Associated Services from France and all of the Services and Associated Services may not be appropriate or available for use in other locations. If the Customer or the Reseller uses the Services and Associated Services outside of France, the Customer or the Reseller is solely responsible for compliance with applicable local laws.

 

The Customer and the Reseller guarantee that the Software or the Services will not be used in violation of any legislation applicable to the Services.

ARTICLE 13. CONFIDENTIALITY AND PRIVACY

At Agendize, the protection of your privacy is essential to us. We treat your personal information with the greatest respect, in accordance with the General Regulations on the Protection of Personal Data (RGPD) and the amended Data Protection Act, and in accordance with the Privacy Policy available at the following link: https://www.agendize.com/privacy-policy 

Each of the Parties undertakes to keep strictly confidential all information concerning the other party to which it may have access within the framework of the signed agreement, regardless of the mode of communication of said information. 

Each Party undertakes in particular to respect the confidential nature of the methods, processes and know-how of the other Party of which it may become aware in the context of the execution of these general conditions of sale.

Any commercial, financial or technical information that is not in the public domain is considered confidential by nature.

The party issuing the confidential information is considered to be the sole holder of all rights to this confidential information.

The Parties undertake to use the information, Data and documents referred to herein only for the performance of their respective commitments under the Contract or upon valid requisition by the competent authorities.

In the event of breach of this obligation by one of the Parties, the other Party may terminate under the conditions stipulated in this document. 

Furthermore, given the personal nature of the information or information that they may communicate to each other in the context of the execution of these general conditions of sale, the Parties undertake to ensure that the said information or the said information is communicated in strict compliance with the provisions of the amended law of January 6, 1978 known as the "computing and freedoms" law and more generally with the regulations in force.

ARTICLE 14. INTELLECTUAL PROPERTY

Agendize retains all intellectual property rights to the Service, the Software used to provide the Service, and all modifications and improvements relating thereto. Except as expressly provided otherwise, nothing in this Agreement shall be construed as transferring or assigning any right, title or interest in any intellectual property right owned by Agendize, nor shall it grant the Customer any rights or licenses to an intellectual property right of Agendize other than as otherwise provided in the Agreement.

 

Resellers are authorized to grant non-exclusive, non-transferable sublicenses allowing their own End Customers to use, display, copy the Software for the sole purpose of allowing such End Customers to use the Services in accordance with the terms hereof. Agendize also grants Reseller the right to sublicense the trademarks, trade names, and logos filed by Agendize for the sole purpose of permitting Reseller's Customers to use the Services in accordance with the terms and conditions of this Agreement for the term of the Contract.

 

Any feedback the Customer may provide to Agendize, including, without limitation, images, words, ideas, knowledge, techniques, marketing plans, information, questions, answers, suggestions, comments by email, etc. will be considered non-confidential and non-proprietary in nature. By providing this material, Customer authorizes Agendize to use it and any image, development or derivative thereof, for purposes determined in Agendize's sole discretion, including for public relations and site promotion and services in online and offline media, and all without requiring additional authorization from the Customer or payment of any compensation to him. The Customer also agrees that (i) by submitting unsolicited Ideas to Agendize or any of its or representatives, the Customer automatically waives its right to any intellectual property rights in such Ideas; and (ii) unsolicited Ideas that are submitted to Agendize or any of its employees or representatives automatically become the property of Agendize. The Customer hereby assigns and agrees to assign all right, title and interest in such Comments and Ideas to Agendize and all intellectual property rights therein.

ARTICLE 15. AGENDIZE CONTRACTING ENTITY, NOTICES, APPPLICABLE LAW AND JURISDICTION

The Agendize entity entering into these T&Cs and Agreement, the address to which the Customer must send notices under this Agreement, the law that will apply to any dispute or legal action arising out of or in connection with this Agreement, and the courts having jurisdiction over such dispute or lawsuit, depend on the Agendize entity listed in the business proposal, invoice, estimate or purchase order.

 

Contracting Agendize entity:

Address:

Notice to be sent to:

Applicable law:

Jurisdiction:

Agendize SAS

33 rue de la République, 69002 Lyon, France


RCS Lyon 449 162 403

legal@agendize.com

France

Tribunal de commerce de Troyes

Agendize LLC

245 Kentucky Street , A, Petaluma CA 94952 USA

legal@agendize.com

United States of America

Sonoma County, California



ARTICLE 16. OTHER

SUSPENSION OF OBLIGATIONS

In the event of the occurrence of a case of force majeure, the obligations of the Parties shall be suspended. By express agreement, constitutes a case of force majeure, disruption of the telecommunications network as well as any unavailability attributable to causes unrelated to the Supplier or beyond its control. If the case of force majeure persists beyond a period of sixty (60) days, the Contract may be terminated automatically by either Party.

 

TERMINATION FOR BREACH BY A PARTY OF ITS OBLIGATIONS

In the event of non-compliance by one or other of the Parties with its obligations under the Contract, the latter may be terminated at the option of the injured party. It is expressly understood that this termination will take place automatically one (1) month after the sending of a formal notice to perform which has remained, in whole or in part, without effect.

The formal notice must be notified by registered letter with acknowledgment of receipt. By way of exception, Agendize may decide to terminate the Contract automatically and without delay in the event of the Customer's failure to meet its obligations to pay the price. Agendize will then inform the Customer by registered letter with acknowledgment of receipt.

 

TERMINATION OF A CONTRACT WITH TACIT RENEWAL

A contract with tacit renewal may be terminated if a denunciation by one of the parties is sent to the other by registered letter with acknowledgment of receipt at least ninety (90) days before the expiry of the current contractual period or its renewal.

 

PARTIAL INVALIDITY

If any provision of these T&Cs should be declared invalid or unenforceable under applicable law, such invalidity or inapplicability shall not invalidate or render inapplicable the other provisions of the T&Cs. The T&Cs will be construed as if they did not contain the invalid or unenforceable provision.

 

SECURITIES

Securities are for convenience only. In case of contradiction between the title and the body of an article, it is understood that the body of the article prevails.