General Terms and Conditions of Use and Sale.

The company SIDELY ("SIDELY") is a simplified joint-stock company with a capital of 14,441 Euros, registered in the Paris Trade and Companies Register under the number 878 468 941, whose registered office is located at 10, rue Euryale Dehaynin 75019 Paris.
SIDELY's activity is the development and operation of a SaaS software solution used to measure, manage, and drive the sales activity of its sales force thanks to a mobile, zero-implementation CRM (the "Solution"). The user accesses it from a SaaS platform accessible at: https://app.sidely.app
(the "Platform") and the "SIDELY" mobile application (the "Application").
These general terms of use (the "Terms of Use") are entered into between SIDELY and the client (the "Client") (each a "Party" and together the "Parties") through the online subscription process. Their purpose is to govern the conditions for subscription and use of the Solution by the Client and its Users.
The Client acknowledges having verified the adequacy of the Solution to its needs and having received all necessary information and advice prior to signing up for the Subscription.

ARTICLE 1. DEFINITIONS

Each of the terms mentioned below in the Terms of Use shall have the following meaning:
Subscription: the subscription purchased by the Client allowing its Managers and Collaborators to access all services and features of the Solution via the Platform and the Application. The Subscription does not include Integration Fees and Additional Service Fees.

API (Application Programming Interface): the programming interface allowing the Client to interconnect the Solution with third-party tools (web or desktop application) under its sole responsibility.

Application: the mobile application published by SIDELY and available online and offline, allowing the Client's Managers and Collaborators to access the Solution and all or part of the Features according to their role.

Purchase Order: the document agreed between SIDELY and the Client describing the specific terms of its Subscription.

Client: the legal entity subscribing to the Subscription of the Solution.
Collaborators: the users of the Solution, the Application, and the Platform using them under the responsibility of the Managers and the Client.

Manager Account: the Client's account managed by its Manager allowing them to access the Solution via the Platform and/or the Application and to use the Manager Features.

Collaborator Account: the personal account of the Collaborator allowing them to access the Solution via the Platform and/or the Application and to use the Collaborator Features.

User Account: collectively the Manager and Collaborator Accounts.
General Terms of Use or TOU: these general terms of use whose purpose is to define the conditions for subscribing to the Subscription and using the Solution by the Client and its Managers, including their preamble, their annexes, and any other document referred to herein as well as any amendment, substitution, extension, or renewal thereof.
General Terms of Use or TOU: the general terms of use whose purpose is to define the conditions of use of the Solution and the Collaborator Features by the Collaborators, including their preamble, their annexes, and any other document referred to by the general terms as well as any amendment, substitution, extension, or renewal thereof.
Contractual Documents or Contractual Documentation: the General Terms of Use, including their preamble and annexes, the Purchase Order, and any other document to which the general terms refer and any other document contractually incorporated by the agreement of the Parties.
Data: collectively Personal and Commercial Data.
Personal Data: the personal data of Managers, Collaborators, and/or third parties transmitted to the Platform and the Application as part of using the Solution.
Commercial Data: all documents, data, and information of any kind, form, and medium whatsoever, whether commercial, marketing, promotional, advertising, financial, administrative, legal, technical, scientific, know-how, trade secrets, or commercial secrets imported onto the Platform by a User and relating to the Client and/or its distributors and/or suppliers and/or clients and/or prospects and/or contacts and/or third parties.
Features: collectively the Collaborator and Manager Features.
Additional Features: the specific features not provided for in the Subscription and specified by the Parties in the Purchase Order.
Collaborator Features: the features of the Solution accessible to the Client's Collaborators described in Appendix 1 "description of the Features of the Solution."

Manager Features: the features of the Solution accessible to the Client's Managers described in Appendix 1 "description of the Features of the Solution."
Manager: the Client's Manager responsible for managing access to the Solution and its Features by Collaborators and monitoring them.
Service Levels: the service levels of the Solution described in Appendix 2 "Service Levels."
Parties: SIDELY and the Client collectively.
Plan: the service level associated with the Subscription.
Platform: the platform developed and operated by SIDELY, accessible at: https://app.sidely.app
allowing the Client's Managers and Collaborators to access the Solution and all or part of the Features according to their role.
Data Privacy Policies: the privacy policies for the data processing of Managers and Collaborators made available to them on the Platform and the Application.

Site: the presentation site of the Solution, the Platform, the Application, and the Services accessible at the following address: https://www.go-sidely.com/.
Solution: the SaaS Solution published by SIDELY used to measure, manage, and drive the sales activity of its sales force thanks to a mobile, zero-implementation CRM.
User(s): collectively or separately the Managers and Collaborators, who have, according to their role, more or less restricted access to the Solution and its Features.

ARTICLE 2. PURPOSE - CONTRACTUAL DOCUMENTATION

Access to and use of the Solution via the Platform and/or the Application by the Client and its Users under its responsibility, is governed by the following Contractual Documents in descending order of priority:
- the Purchase Order, including any amendments specifying the price, subscription duration, and any other specifications agreed between the Parties;  
- the General Terms of Use, including their preamble, their annexes, and any other document to which the TOU refer;  
- the Data Privacy Policies.  The Contractual Documentation expresses the entire agreement of the Parties and supersedes any prior agreement, letter, offer, or other written or oral document with the same purpose.
In the event of the invalidity of one or more terms of one or more of the Contractual Documents, pursuant to a law, a regulation, or following a final decision of a competent court, this shall be without any consequence on the validity and effectiveness of the other terms of the said Contractual Document and the other Contractual Documents.

ARTICLE 3. SUBSCRIPTION

Signing up for the Subscription is manifested by the acceptance of the General Terms of Use and the Purchase Order by the Client generated automatically following the Client's Subscription choice and payment of the corresponding price, according to the payment methods determined between the Parties in the Purchase Order.
This acceptance will consist, for the Client, in ticking the acceptance box provided for this purpose. Ticking this box will be deemed to have the same value as a handwritten signature of the Client. It can also be done by electronic signature.
This acceptance can only be full and entire. Any conditional acceptance is considered null and void. The Client who does not agree to be bound by the General Terms of Use must not use the Solution and the Features.
The Client does not enjoy any right of withdrawal since they are a professional and access to the Solution begins from their acceptance.

ARTICLE 4. FINANCIAL CONDITIONS

4.1. Subscription Price. The applicable Subscription price is the one appearing on the Site on the date of subscribing. It is recalled in the Purchase Order and depends on the subscription plan chosen by the Client (number of Users and Plan). It may fluctuate in the event of Additional Features provided for in the Purchase Order. The price is indicated in Euros and excludes taxes. It will be increased by the applicable VAT at the prevailing rate.
The price may be modified during the Subscription following a request for feature additions by the Client, plan upgrades, increases in the number of users, or integration fees. The Client acknowledges, in this regard, that these requests, to be accepted by SIDELY, must necessarily increase the capacities of the Solution and not the other way around. SIDELY reserves, furthermore, the right to modify the Subscription price at any time. Pricing changes will be applicable to the Client whose Subscription is ongoing in compliance with the provisions of Article 12.1 of these TOU.
4.2. Integration Fees. Fees for integrating the Solution and the Platform on the Client's APIs may also be applicable, in addition to the price of the purchased Subscription. These fees are, if applicable, shown on the Purchase Order.
4.3. Service Fees. Service fees such as the implementation of Sidely may also be applicable, in addition to the price of the purchased Subscription. These fees are, if applicable, shown on the Purchase Order.
4.4. Payment Terms. The payment terms for the Subscription, Integration Fees, and Service fees are specified in the Purchase Order. Invoices are issued exclusively electronically and are available on the Client's Manager Account.
The Client guarantees having the funds as well as the necessary authorizations to use the chosen payment method. The Client agrees to keep the payment methods associated with their account active, especially in the case of automatic direct debit, and to inform SIDELY early enough of any change in banking details to allow it to take the updates into account and continue the debits.
Any incident, default, or delay in the payment of an invoice upon its due date will trigger by right the application of late penalties, from the day following the due date, corresponding to the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points, as well as the application of a flat-rate recovery cost indemnity of forty (40) euros, without prejudice to complementary compensation, if the recovery costs incurred are higher than the amount of this flat-rate indemnity.
In case of repeated and prolonged delay in the payment of invoices, SIDELY reserves the right to suspend access to the Solution, the Platform, and the Application for Users until the situation is regularized.
In the event of a payment delay of more than thirty (30) days, found by SIDELY in the framework of a monthly payment, SIDELY reserves the right to demand payment of the remaining amount of the Subscription within five (5) days following notification, under pain of termination of the latter.
In any event, any dispute concerning an invoice must be expressed in a letter or an email sent with acknowledgment of receipt within fifteen (15) days from the date of the invoice. In the absence of such letter or email, the Client will be deemed to have accepted the invoice.

ARTICLE 5. FEATURES OF THE SOLUTION

5.1. Creation of Accounts. The creation of User Accounts is conditional beforehand upon transmitting the following information to SIDELY:
The company name; .
The first and last name of the physical person designated by the Client as manager; .
A billing address; .
A valid email address; .
A phone number; .
The country of affiliation; .
A corporate commercial registry excerpt (Kbis) or any other document allowing identification of the Client may be requested.
The Client agrees to provide accurate information and to inform SIDELY of any modification to the information provided during the creation of User Accounts, including in case of change of identity of the designated manager.
5.2. Features Included in the Subscription. The Features of the Solution are described in Appendix 1 "description of Features" as well as on the Site.
5.3. Additional Features. The Parties may provide for Additional Features which will be stipulated in the Purchase Order and likely to modify the amount of the Subscription.

ARTICLE 6. CLIENT OBLIGATIONS, WARRANTIES, LIABILITY

6.1. Obligations and Responsibilities. The Client is in the first place responsible for the correct settlement of the Subscription.
The Client is also responsible for the Use of the Solution by Users and agrees that they shall have an exclusively personal use and that they will not allow any third party to use them in their place or under their name, except by bearing entire responsibility for it and acting as guarantor against any misuse, non-conforming, or illicit use by any other person, and notably against violations of current laws and regulations.
The Client also agrees to cooperate actively with SIDELY and to inform it of any difficulties related to using the Solution.
The Client is furthermore solely responsible to SIDELY for the use, including the exploitation, import, and export, as well as the potential alteration of Commercial Data by itself, its Collaborators and/or Managers, exported on the Application and/or the Platform. He acknowledges, in this regard, that SIDELY will never interfere in commercial relations between the Client, its Users, and distributors and/or suppliers and/or clients and/or prospects and/or contacts and/or third parties whose Commercial Data is exported on the Application and/or the Platform. Under no circumstances can SIDELY's liability be engaged in case of a dispute between the Client, its Users, and an entity whose Commercial Data is exported on the Application and/or the Platform.
The Client is, besides, solely responsible for importing and backing up Data before the final closure of the Manager and Collaborator Accounts, and waives, to this end, seeking SIDELY's liability in case of loss or damage of this Data during exporting and backup. The Client also acknowledges that SIDELY cannot be held liable in case of incompatibility or non-functionality of third-party applications, solutions, and APIs connected to the Solution.
6.2. Warranties. The Client guarantees that the Manager in charge of their Manager Account has the necessary authorizations to use it.
The Client also matches as guarantor against any misuse, non-conforming, or illicit use that might be made of the Solution, the Platform, and/or the Application, notably against violations of current laws and regulations. The Client acknowledges being thus exclusively responsible for implementing all procedures intended to prevent or repair the commission of such acts. In this capacity, the Client agrees to release SIDELY from any liability in case of damages, losses, liabilities, settlements, and expenses (including, but not limited to, costs and attorney fees) in relation with any claim or action arising from an alleged breach of the foregoing.
The Client acknowledges being responsible for obtaining and maintaining the equipment and services necessary for its Users to connect to the Solution via the Platform and/or the Application, access it, or use it in any other way, including, without limitation, modems, hardware, servers, software, operating systems, networks, Web servers, phones, tablets, and others (collectively, "Equipment").
The Client also acknowledges being responsible for maintaining the security of the Equipment, Accounts, and credentials, as well as all uses of the Accounts or Equipment with or without the knowledge or consent of the latter by Users and/or third parties.

ARTICLE 7. OBLIGATIONS, WARRANTIES, AND LIABILITY OF SIDELY

7.1. Obligations. SIDELY agrees to perform its obligations with diligence and according to best practices, it being specified that it bears an obligation of means, to the exclusion of any obligation of result, which the Client expressly acknowledges and accepts.
SIDELY agrees to never use the Data transmitted on the Platform and/or the Application for any other purposes than providing the Solution and its Features, nor to communicate them to third parties other than those expressly authorized by the Client and/or its Users, including SIDELY's subcontractors.
7.2. Warranties. SIDELY provides the Solution, the Platform, and the Application "as is." Except for contrary provisions expressly stipulated in the Purchase Order, SIDELY does not guarantee that (i) the Solution, the Platform, and/or the Application will be suitable for the particular use or purposes of the Client and its Users; (ii) the Solution, the Platform, and the Application will be free of any virus and/or that SIDELY will intervene or remedy any potential viruses; (iii) the Solution, the Platform, and the Application will operate without interruption, outages, bugs, or errors; (iv) the technical assistance service will solve all technical problems encountered and/or intervene within determined timeframes; (v) the environment, equipment, or technical and IT means of Users will be compatible or compliant to allow them to connect to and use the Solution, the Platform, and the Application.
SIDELY will maintain the Solution, the Platform, and the Application accessible to the Client and its Users in accordance with its Service Levels described in Appendix 2 hereto.
7.3. Disclaimer of Liability. SIDELY will not be liable: (i) in case of dissatisfaction of the Client and its Users with the Solution, the Platform, and/or the Application and/or the distributor database made available by SIDELY (the "Distributor Database"); (ii) in case of non-improvement of Collaborators' performances following the use of the Solution; (iii) in case of loss, theft, disclosure, or unauthorized, illicit, or improper use of a User's credentials; (iv) in case of transmission by a User of inaccurate, erroneous, or non-updated Data and information, particularly concerning distributors and/or suppliers and/or clients and/or prospects and/or contacts and/or third parties; (v) if the Distributor Database is not updated on the date of consultation by the User (vi) in case of loss, contamination, destruction, or alteration of Commercial Data transmitted by the User occurring during or following connection or use of the Solution via the Platform and/or the Application; (vii) in case of failure, malfunction, misuse of the Internet or the environment, equipment, or technical or IT means of a User; (viii) in case of unauthorized, illicit, improper (notably to carry out tracking operations) use of the Solution, the Platform, and/or the Application by a User and/or the Client; (ix) in case of breach by a User of any of their obligations under the TOU; (x) in case of failure by SIDELY to meet its obligations hereunder due to the User and/or a third party; (xi) in case of failure by SIDELY to meet its obligations hereunder due to a force majeure event as recognized by French law and jurisprudence; (xii) for the management by Users of relations with distributors and/or suppliers and/or clients and/or prospects and/or contacts and/or third parties; (xiii) in case of damage caused to the User by another User; (xiv) in case of a dispute between Users; (xv) for indirect or unpredictable damages suffered by the Client, including business loss, operating loss, loss of revenue, loss of profits, loss of products, loss of earnings, loss of turnover, loss of contracts, loss of customer base, loss of opportunity, loss of anticipated savings, shortfall in earnings, damage to image or reputation, or non-pecuniary damage.
7.4. Limitation of Liability. The Client acknowledges and accepts that if SIDELY were held liable for direct, predictable, and proven damage due to a breach on its part of its obligations under these TOU, by a final or enforceable court decision, its liability will be limited to the amount of the last twelve months of Subscription.
The Parties acknowledge that this article reflects the allocation of risks between them and that it does not contradict the economic balance desired by them as well as the scope of SIDELY's obligations to the Client and its Users.
The Parties agree that this article will continue to apply following the end of these TOU, for any reason whatsoever.

ARTICLE 8. INTELLECTUAL PROPERTY

8.1. SIDELY’s Intellectual Property. The Solution, the Platform, the Application, the Distributor Database, and each of the components making them up, whether visual or audio, including trademarks, trade names, logos, texts, visuals, images, photographs, music, videos, drawings, models, software, databases, etc., present, published, or made available on the Platform and/or the Application are the exclusive property of SIDELY.
8.2. Right of Use. SIDELY grants the Client a right to use the Solution, the Platform, and the Application for a number of Users determined in the Purchase Order and varying according to the type of Subscription purchased, in its existing version on the date of the TOU and in any potential future versions. This right of use, including the right to use, access, connect, and link their Equipment to the Solution, the Platform, and the Application, is on a personal, non-assignable, non-transferable, and non-exclusive basis, for the duration of these TOU and under the terms provided in these TOU. This right also includes the right to consult the Distributor Database exclusively and only within the framework of using the Solution, the Platform, and the Application. This license is granted for the sole purpose of using the Solution, the Platform, and the Application by its Users.
Any other use of the Solution, the Platform, the Application, and its elements is strictly prohibited.
The Client is in particular, but not exclusively, prohibited from: (i) reproducing, representing, or adapting all or part of the Solution, the Platform, and the Application; (ii) adapting or creating products, services, or works derived from all or part of the Solution, the Platform, and the Application; (iii) marketing, selling, renting, lending, or exchanging all or part of the Solution, the Platform, and the Application; (iv) extracting all or part of the Solution, the Platform, and the Application; (v) disassembling, decompiling, reverse engineering, or finding out the software source code of all or part of the Solution, the Platform, and the Application; (vi) removing intellectual and industrial property rights notices on the Solution, the Platform, and the Application; (vii) compromising the operation or security of the Solution, the Platform, and the Application, notably but not exclusively, through the use of viruses or malicious software. They also warrant compliance by their Users.
The Client is more generally prohibited from using the Solution, the Platform, and the Application and their components: (i) in a manner that violates the intellectual and industrial property rights of SIDELY, other clients of the Solution and the Platform, or any third party; (ii) in a manner that harms the rights and interests of SIDELY, other clients of the Solution, or any third party; (iii) in a manner contrary to current laws and regulations, public order, or good morals;
(iv) in any other way or for any other purpose than those provided in these TOU.
The Client acknowledges and accepts that they will be solely responsible for any violation of the applicable regulations in this regard. They guarantee SIDELY against any claim, demand, or action of any kind in this regard.
8.3. Client’s Intellectual Property. For the exclusive purpose of ensuring the correct operation of the Solution, the Platform, and the Application and their features under the Subscription purchased by the Client, the Client grants SIDELY a free, non-exclusive, and transferable right, worldwide and for the duration of the Subscription, to use the Client's database, including the commercial Data integrated into the Solution.

ARTICLE 9. DATA

9.1. Commercial Data. The Client, through the Users, is led to communicate, directly or indirectly, commercial Data which is confidential information ("Confidential Information").
SIDELY agrees that Confidential Information: (i) shall be kept strictly confidential; (ii) shall be protected under the same conditions as its own confidential information; (iii) shall not be used, copied, or stored, directly or indirectly, in whole or in part, for other purposes than entering into or executing the General Terms of Use;
(iv) shall not be disclosed nor likely to be disclosed, directly or indirectly, in whole or in part, to any third party other than the Client's Managers and Collaborators and subcontractors who need to know it, for other purposes than entering into or executing the General Terms of Use, provided they have been made aware of its confidential nature and are bound to the same confidentiality obligations, if need be, by having them sign an commitment in the same terms as those provided in the General Terms of Use.
This confidentiality obligation does not extend to information: (i) which was already known to SIDELY prior to any communication by the Client; (ii) which is already known to the public or would become so in a lawful way and without breach of a confidentiality obligation; (iii) which would be disclosed without breach of a confidentiality obligation; (iv) whose disclosure is required by judicial or administrative authorities, pursuant to laws or regulations; (v) whose disclosure is necessary to establish proof of rights and obligations resulting from the General Terms of Use; (vi) whose disclosure is authorized by the General Terms of Use or previously in writing by the Parties.
This confidentiality obligation applies for the duration of the General Terms of Use and for a duration of five (5) years following the end of the latter for any reason whatsoever.
9.2. Personal Data. It is recalled that the Solution's purpose is not to collect Personal Data. Only the Personal Data of Users is collected as part of their use of the Solution. This Data is processed in accordance with the applicable regulations on data protection and SIDELY's privacy policy accessible on the Application and the Platform.
Personal Data of collaborators, distributors, suppliers, clients, prospects, and/or third parties may nevertheless be collected by the Solution within the framework of using certain features (i.e. prospecting). In this case, SIDELY will act as a subcontractor for the Client, who will take all necessary measures to govern these processing activities by entering into a data processing agreement with SIDELY.

ARTICLE 10. DURATION AND END OF SUBSCRIPTION

10.1. Trial Period. Prior to any subscription, SIDELY offers the Client the possibility of verifying the compliance of the Solution with its needs, by granting them a free trial period of fifteen days.
10.2. Duration and Term of Subscription. The Subscription is purchased for a duration of [twelve months] (the "Initial Period") tacitly renewable by the Parties on each anniversary date for the same duration (the "Renewal Period") unless one of the Parties terminates it in the month preceding by registered mail with acknowledgment of receipt. It ends at the term of the Initial Period, of the Renewal Period, or due to a breach by one of the two Parties under the conditions specified in Article 10.3 hereto.
10.3. Termination for Breach. In case of breach by one of the Parties, the other Party may terminate the Subscription, by right, without recourse to courts, and at any time, subject to a thirty (30) days' notice to resolve this breach which remained unsuccessful, by sending a registered letter with acknowledgment of receipt. Any payment delay of more than thirty (30) days or breach by the Client of its obligations under the TOU will be considered a breach within the meaning hereof.
SIDELY also reserves the right to suspend or delete the access of the Client and its Users to the Platform, the Application, the Solution, and its Features, while waiting to resolve the dispute.
10.4. Termination for Other Causes. SIDELY also reserves the right to terminate these by right if the Client is subject to liquidation proceedings or any other insolvency, receivership, judicial reorganization, suspension of payments, risk of suspension of payments, or irreconcilable disputes.
10.5. Effects of Termination. The termination of the Subscription, for any reason whatsoever, by either of the Parties, will lead, upon the effective date of the said termination, to: (i) the deletion of all User Accounts within 90 days following the termination date/term of the Subscription; (iii) the settlement of all invoices and all sums remaining due on the effective date of termination/term of the Subscription, within a timeframe of one (1) week following it.
10.6. Data Return. The Client has the possibility, within ninety (90) days following the termination date/term of the Subscription, whatever the cause: (i) to request access from SIDELY to the User Accounts allowing them, from the validation of this request, to consult and export the Data in a structured, commonly used, and readable format by any machine (CSV) or; (ii) to request SIDELY to return the Data in a structured, commonly used, and machine-readable format.
The Client acknowledges that this request will be subject to an independent quote that they must first approve.
If applicable, SIDELY may archive the Data for the duration of the statutory limitation period and other applicable regulations.
10.7. Survival. The termination hereof, for any reason whatsoever, is without prejudice to any provisions hereof intended to survive after the said termination. Nor will it affect the rights, remedies, or liabilities of each Party which survive the termination hereof for any reason whatsoever.

ARTICLE 11. FORCE MAJEURE

11.1. No Party will be liable for a breach or delay in performing its obligations under the TOU, resulting from a force majeure event, namely an unpredictable and irresistible event outside the reasonable control of that Party and preventing that Party from performing its obligations. Any war, pandemic, state of health emergency, partial or total strike, fire, flood, earthquake, volcanic eruption, severe weather, partial or total disruption of electronic or electrical communications networks, will be considered a specific case of force majeure under these.
11.2. If such a case of force majeure were to occur, and prevented one of the Parties from performing all or part of its obligations, or was likely to affect the future performance of all or part of its obligations, this Party must inform the other Party without delay and take all necessary measures to minimize its effects as soon as possible.
11.3. If it appears that, despite the implementation of these measures, the performance of its obligations has become permanently impossible or must be postponed for a period of more than [one (1) month] from the notification date of this force majeure event, the Parties agree to engage in discussions to modify the terms of their commitments. In the absence of agreement, each Party may terminate the TOU, by right, without recourse to courts, subject to a notice of one (1) month, by sending a registered letter with acknowledgment of receipt to the contact address of the other Party.
11.4. In any event, the Parties must make their best efforts to resolve the practical consequences of such a termination in a fair manner with regard to the circumstances, and each of the Parties must bear the costs and expenses it will have incurred since the occurrence of the force majeure event until the end of the said force majeure event or until the termination date of the TOU.

ARTICLE 12. MISCELLANEOUS PROVISIONS

12.1. Amendments and Tariff Revisions. SIDELY reserves the right to modify the TOU, particularly to reflect developments in the Solution and its Features, the Platform,
and/or the Application and the applicable legislative and regulatory provisions. These modifications will be signaled by any useful means and notably by publishing an update notice with the update date on the TOU.
If the Client does not accept the modifications to the TOU, they will not be able to continue using and must cease all use of the Solution and its Features, the Platform, and the Application, without prejudice to compliance with the obligations intended to persist upon cessation of this use.
Any Client who relies on the Solution and its Features, the Platform, and/or the Application after the entry into force of modifications to the TOU is deemed to have accepted these modifications.
However, in the event that SIDELY is led to modify the current tariffs to reflect developments in the Solution and its Features, the Platform, and/or the Application, it agrees, in this case, to notify the Client hand in advance with a minimum notice of one (1) month before their entry into force via electronic mail so that they can decide on the continuation of their Subscription under the new tariff conditions. If applicable, the Client will notify their refusal during this period via electronic mail to the following address: support@sidely.fr or registered mail with acknowledgment of receipt to SIDELY's registered office address indicated on the Purchase Order. In the absence of termination hereof within this period of one (1) month, the tariff modification will be deemed accepted by the Client and applicable.
In any event, any tariff modification will be applicable to the Client upon renewal of their Subscription or for any new subscription, even without prior notification.
12.2. Severability of TOU Provisions. If any provision hereof is null under a rule of law, a statute, or a final judicial decision, it will be deemed unwritten, but will not lead to the invalidity of all other provisions hereof.
12.3. Non-waiver of TOU Provisions. If one of the Parties does not claim the application of any of the provisions hereof, they will not be considered as having waived the rights resulting for them from this provision hereof.
12.4. Assignment of TOU. These TOU and the rights and obligations resulting therefrom may not be assigned, brought, or transferred in any capacity whatsoever, by one of the Parties, without the express consent of the other.
12.5. Notifications between the Parties. The Parties acknowledge that postal mail, emails, SMS exchanged between them, or notifications made by SIDELY on the Application and/or the Platform, will be authentic between the Parties until proven otherwise.
12.6. Election of Domicile of the Parties. The Parties elect domicile at the addresses entered in the Purchase Order.

ARTICLE 13. COMPETENT JURISDICTION – ATTRIBUTION OF JURISDICTION

13.1. Governing Law. The General Terms of Use are governed by French law.
13.2. Attribution of Jurisdiction. Any dispute and/or difficulty in interpreting or executing the General Terms of Use fall under the exclusive jurisdiction of the Court of Appeal of Paris.