GENERAL CONDITIONS OF SALE

Version dated 1 July 2024
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The company AURIMATRIX MEDICAL SOLUTIONS, a simplified joint stock company with a share capital of 100,000 euros, registered under the number 913 922 324 in Montpellier, located at ZAC Les Portes de l'Aéroport at 204 rue du Negue-Cat 34130 MAUGUIO, France, and whose intra-community VAT number is the following: FR01913922324 (hereinafter “AURIMATRIX”) is the owner of a computer solution to help the practice of auriculotherapy, with multiple interfaces (administrators and users) accessible in SaaS mode.

As part of its activities, AURIMATRIX offers in particular the provision of this IT solution to customers, health professionals, practicing auriculotherapy sessions. In addition, AURIMATRIX also carries out research activities and periodically shares with its customers new therapeutic protocols based on the feedback of its users, but also stimulation areas not indicated in the usual maps.

These general conditions (hereinafter the “General Conditions”) are intended to explain the methods of providing the Application and providing the Services as part of a Subscription to the Application.

In this respect, it is recalled that the Application and the Services are reserved for strictly professional and medical use. Any use of the Application in any other context is prohibited.

These General Conditions consist of these conditions and their annexes: annex 1 “Description of the Application” and annex 2 “Data Protection Agreement” .They are supplemented by the general conditions of use (hereinafter the “CGU”) applicable to Users, available from the Application.

Any version of the Application or Services will be governed by these Terms.

Section 1. DEFINITIONS

For the purposes of these general conditions of sale, the concepts and terms used below, with a capital letter, in the singular or in the plural, are understood as follows:

“Subscription” means the subscription that can be taken out by a Customer in order to benefit from the Services.

“Anomaly” means any reproducible defect, malfunction or non-compliance of all or part of the Application with respect to the Documentation, while the Application is used in accordance with the Documentation, while the Application is used in accordance with the Documentation by the Users.

“Application” refers to the software solution in SaaS mode, accessible at the URL https://www.aurimatrix.com as described in Appendix 1 “Application Description”.

“Customer” means the company subscribing to a Subscription.

“Documentation” means the set consisting of the Application user manual and any other online help guide, which the Service Provider makes available to the Customer, on an electronic medium.

“Confidential Information” means any information, knowledge, data communicated or made accessible by a Party to the other Party, in writing, orally or visually, during the period of validity of the General Conditions and within the framework of the latter, and whether they have been marked “confidential” or not, including without being limited to information, knowledge, data, of a technical, scientific, regulatory, commercial, legal, financial, accounting, economic and/or strategic nature of any kind. What that is, regardless of the form (knowledge, experience, know-how, plans, studies, know-how, plans, studies, materials, etc., plans, studies, materials, etc.) and methods (paper support, computer support, test, method, method, method, tool design, process, prototype, specific component, software, etc.) and methods (paper support, computer support, supply of products, samples, materials, materials, etc.).
Information that is not considered confidential is:
1) already known to the public domain at the time of their disclosure or which would fall into it, through no fault of either Party;
2) communicated to the Party that received them, by a third party in a lawful manner;
3) whose Party that must disclose them could prove that it knew them prior to their communication or obtaining them, in good faith;
4) disclosed in execution of a legal provision, regulation or administrative or judicial decision. In the latter case, the Party that received the information undertakes to immediately notify the Party that disclosed it and to obtain an assurance that such information will receive confidential treatment equivalent to this.

“Deliverable” means any report, document or result generated directly or indirectly by the use of the Application by the Customer.

“Party (s)” means the parties hereto: individually, the Customer or the Service Provider and collectively, the Customer and the Service Provider.

“Service provider” means AURIMATRIX.

“Services” mean the services offered to the Customer by the Service Provider provided as part of the provision of the Application, under a Subscription taken out.

“User” means any natural person, members of the Customer's staff, authorized by the Customer and under his responsibility, to access and use the Application.

Section 2. SCOPE OF APPLICATION

The General Conditions apply, without restriction or reservation, to any Subscription taken out by the Customer.

These General Terms and Conditions establish all the rights and obligations of the Parties and cancel all other oral or written commitments that the Parties may have subscribed previously and which would relate to the same object.

Consequently, any general terms and conditions of purchase of the Customer are thus excluded.

Finally, taking into account the changes that the Service Provider is likely to make, the Customer is invited to read the General Conditions before taking out a Subscription.

Section 3. SUBSCRIPTION TO A SUBSCRIPTION

The use of the Application Services is subject to the subscription of a Subscription.

3.1 Subscription Description

Any Subscription to the Application allows the Customer, as well as the Users under his responsibility, to access all the functionalities of the Application, namely the management of the patient file, the entry of points, the use of protocols, cards and point sets, the possibility of creating new points and protocols.

These functionalities may be subject to possible restrictions imposed by the Administrator, if the User uses the latter.

It is recalled that a Subscription can only be taken out on behalf of a single Customer.

The methods of processing personal data resulting from these Services are defined in Annex 2 “Data Protection Agreement” of these Conditions.

3.2 Subscription terms

Before subscribing to a Subscription, the Customer undertakes to carry out any useful verification to ensure the adequacy of the Services and the Application to its needs and acknowledges having had all the technical and pre-contractual information necessary for this purpose.

Therefore, the Customer can subscribe to a Subscription by clicking on the “register” link accessible from the Application. He will then be invited to fill in the information necessary to create his account and, if applicable, any promotional code he may have.

After validation of these entries, the Customer will automatically be redirected to the website of the online payment provider Stripe to proceed with the payment of the Subscription. In all cases, after confirmation of the order and payment of the latter, the Customer will receive a confirmation email, summarizing the information relating to his order.

3.3 Prices and terms of payment

The price applicable to the Subscription is available on the Application, when the Customer validates the subscription and includes all taxes.

If necessary, these prices may be reduced if the Customer uses a promotional code when subscribing to their Subscription.

Payment for the Subscription is made in euros and by bank card (CB, Visa, Mastercard, American Express), excluding any other means of payment. The Service Provider uses Stripe for all payment transactions.

In order to make the payment due, the Customer must provide his last name, his bank card number, the expiry date of the card accompanied, if applicable, by the visual cryptogram.

All payments are made as soon as the Subscription is taken out by the Customer, at the end of the free period granted.

Payments will be secured by a data encryption procedure in order to avoid the interception of this information by a third party. In addition, the payment may be validated after entering a 3D Secure code provided by the bank of the Customer holding the bank card and communicated by SMS. For this purpose, the Customer guarantees that he has the authorizations that may be necessary to use the payment instrument chosen at the time of validation of his order.

In the context of Internet payments, a check is carried out online with competent banking institutions and organizations, interviewed via the Stripe company system.

In the event of refusal by the bank, the order will be automatically cancelled and the Customer will be informed by the Service Provider.

Payments made by the Customer will only be considered final after effective collection by the Service Provider of the amounts due.

It is specified that since the Service Provider uses the Stripe payment provider, the Service Provider has no access to information relating to the Customer's payment method.

The Service Provider cannot be held responsible in the event of fraudulent use of the payment methods used.

3.4 Duration and termination

Any Subscription remains in force, unless cancelled early, for the duration initially subscribed, i.e. one (1) month or twelve (12) months depending on the subscription plan subscribed to.

At the end of its initial term, any Subscription is renewed by tacit renewal for an equivalent period, except in cases of force majeure or termination requested by one or other of the Parties, it being understood that the Customer may cancel the renewal of his Subscription by notifying the Service Provider at the latest, one (1) month before the end of the current commitment period.

Any cancellation of a Subscription terminates access to the Application by the Customer at the end of the current commitment period, except for the exceptions provided for herein.

In addition, in the event of violation or non-performance by one or other of the Parties of any of its obligations under these Conditions, the injured Party may, after sending a letter of formal notice to comply with the defaulting Party that has remained unsuccessful within a period of thirty (30) calendar days, automatically cancel the current Subscription by sending a notification by registered letter with acknowledgement of receipt to the Party. failing.

3.5 Right of withdrawal

The Customer, subscribing to a Subscription as part of and for the needs of his main professional activity, does not have a right of withdrawal, as provided for by the Consumer Code.

Section 4. AVAILABILITY AND SECURITY

The Application is accessible 24 hours a day, 7 days a week except in the event of the occurrence of an event beyond the control of the Service Provider (including cases of force majeure), possible malfunctions or maintenance interventions necessary for the proper functioning of the Application.

However, the Customer is reminded that the Service Provider may, at any time and for any reason whatsoever (in particular update, maintenance or suspicion of a security event), interrupt access to the Application and/or the Services, without being held liable in this respect.

Maintenance and/or update interventions may be carried out without the Customer having been notified in advance.

The Service Provider undertakes to make its best efforts to secure access and use of the Services and the Application. As such, the Service Provider undertakes in particular to implement technical and organizational measures, such as in particular the execution of a TLS protocol, the use of software for the detection and removal of malicious programs, the restriction of administration interfaces to only authorized persons or the establishment of a specific procedure for securing passwords.

However, the Customer declares to be aware of the characteristics and limitations of the Internet and that it is therefore up to him to take any useful measure (i) to keep his passwords and sensitive information confidential and (ii) to protect his own data and information systems, from attempts of intrusion or hacking, by third parties, via the Application.

As a result of the above, the Service Provider declines all responsibility in the event of the occurrence of one of the facts mentioned above which would not be the direct consequence of a fault on its part.

Section 5. OBLIGATIONS OF THE PARTIES

5.1 General Obligations

Each Party undertakes, as part of the provision of the Services, to honor its contractual obligations in good faith and to bring to the attention of the other Party, as soon as possible, any information likely to directly or indirectly impact the performance of the Services.

5.2 Specific obligations of the Service Provider

The Service Provider undertakes to perform the Services, as a diligent professional, according to a general obligation of means. As part of its obligation to advise and warn, the Service Provider also undertakes to inform the Customer of any recommendation or alert relevant to the circumstances encountered.

5.3 Specific obligations of the Customer

The Customer undertakes to respect its obligations, as defined herein and to inform the Service Provider of any event likely to impact the proper performance of the Services.

In addition, the Customer undertakes in particular to:

• Obtain and maintain, at its own expense, the computer hardware, software, telecommunications lines and installations necessary to use the Application;
• Regularly send the Service Provider an updated list of Users of the Application;
• Ensure the continuous protection of its equipment, hardware, software, passwords, in particular against viruses and intrusion attempts;
• Respect the Service Provider's intellectual property rights on the Application and Documentation, in accordance with article 6 “Intellectual Property”.

Section 6. INTELLECTUAL PROPERTY

6.1 Ownership of the Application

The Application, all the elements that constitute it (in particular the texts, presentations, videos, videos, photographs, downloadable documents, graphic charter, brands and logos...) and the Documentation are protected by intellectual property rights and related rights, reserved only to the holders of these rights.

The Service Provider expressly reserves all rights to the Application, associated domain names and sub-domains, the name Aurimatrix Medical Solutions, its logo, its service marks and trade names as well as to any element reproduced on its possible accounts on social networks, regardless of its form.

Therefore, in accordance with the provisions of the intellectual property code, any representation, reproduction, modification, distortion of the Application and/or the Documentation, in whole or in part, by any process whatsoever and on any medium whatsoever, without the express and prior authorization of the Service Provider, is prohibited.

Hereby, the Service Provider grants the Customer a right to use the Application, its components and the Documentation, which is non-exclusive, revocable and non-transferable, valid for the entire duration of subscription to a Subscription.

It is therefore strictly forbidden for the Customer to:

• To carry out any adaptation, modification, translation, transcription, arrangement, arrangement, arrangement, arrangement, compilation, compilation, compilation, decompilation, assembly, disassembly, transcoding, or to apply reverse engineering (or “Reverse Engineering”) of all or part of the Application or Documentation;
• To extract or reuse, for any purpose whatsoever, all or part of the Application or Documentation, whether manually or automatically (web scraping through software, scripts or equivalent);
• To create derivative works from the Application and/or Documentation;
• To use software, vacuum, extraction robots or processes intended to copy the content of the Application and/or Documentation;
• To merge all or part of the Application and/or Documentation with other computer programs;
• To reproduce the Application and/or the Documentation, in whole or in part, by any means and in any form;
• To sell, rent, distribute or sublicense the Application and/or the Application to third parties, without the prior written authorization of the Service Provider.

The Customer undertakes to inform the Service Provider as soon as it becomes aware of an act of piracy and in particular in the event of illicit or non-contractual use of the Application and its content or Documentation, regardless of the mode of distribution.

6.2 Ownership of Deliverables

The Service Provider is and remains the exclusive owner of the property and the copyright on the Deliverables.
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However, as part of any Subscription, the Service Provider grants the Customer a license to use and reproduce the Deliverables, for the entire duration of said Subscription, and for the whole world.

In accordance with article L.131-3 of the Intellectual Property Code, it is specified that the rights granted include:

• the rights of use by the Customer of all or part of the Deliverables;
• the right to reproduce or to have reproduced, to digitize or to have digitized, in as many copies as the Customer wishes, all or part of the Deliverables.

In application of the above, the Customer undertakes to cease all use of the Deliverables at the end of its Subscription.

6.3 Eviction guarantee

The Service Provider guarantees the Customer from any eviction of his personal act and from the material existence of the Application, to the exclusion of any other guarantee. The Parties expressly declare that the provisions of this article will remain in force after the cessation of these terms and conditions, for any reason whatsoever and in particular in the event of termination of the Subscription.

Section 7. PERSONAL DATA

The processing of personal data implemented as part of the Services is described in Annex 2 “Data Protection Agreement”.

Section 8. CONFIDENTIALITY

As part of the execution of the Services, the Parties are required to exchange Confidential Information. The content and methods of execution of the Services also constitute Confidential Information.

As such, each of the Parties undertakes to:

• Implement all necessary measures to ensure that the Information communicated by the other Party remains secret and kept strictly confidential;
• Apply to Confidential Information the same care and the same security, protection and precautionary measures that it would apply to its own Confidential Information;
• Do not use Confidential Information for purposes other than for the performance of the Services;
• To disclose Confidential Information only to members of its staff who will have a strict need to know it and who will be subject to the same confidentiality obligations as those defined in the General Conditions;
• To not transmit or communicate to any third party, directly or indirectly, all or part of said Confidential Information, without the prior written consent of the other Party;
• Not to copy, reproduce, duplicate totally or partially all or part of the Confidential Information, when such copies, reproductions or duplications have not been authorized by the Party from which they emanate, in a specific manner and in writing;
• To respect and to ensure that members of its staff and any subcontractors required to perform the Services respect the strictest confidentiality of all Information that they may be required to know on this occasion.

The Parties acknowledge and accept that the right of ownership over all Confidential Information that the Parties disclose to each other belongs in any event, subject to the rights of third parties, to the Party from which they emanate.

The obligation of mutual confidentiality remains for the duration of the General Conditions and will continue beyond its cessation, for whatever reason, until the information has been made public.

Section 9. SUBCONTRACTING

The Service Provider informs the Customer, who accepts it, that it uses: in the context of the execution of the Services, it uses:

• Amazon Web Services EMEA SARL, 38 AV JOHN F KENNEDY, L 1855 99137 Luxembourg, for the hosting services required for the Application, it being specified that it is a certified personal health data host (https://esante.gouv.fr/offres-services/hds/liste-des-herbergeurs-certifies);
• Barbablanka, Benjamin Franklin roundabout, Cap Omega, CS 39521,34000 Montpellier, France for maintenance services required for the Application;
• Stripe Payments Europe Limited, The One Building, 1 Grand Canal Street Lower, 1 Grand Canal Street Lower, Dublin 2 Co., Dublin, Ireland for online subscription payment services.

The Service Provider undertakes to notify the Customer as soon as possible of any addition or modification to the list of subcontractors above.

The obligations of the Service Provider, applicable to the subcontracting of Personal Data Processing, are specified in Annex 2 “Data Protection Agreement”.

Section 10. RESPONSIBILITY

In the event of a breach by either Party of its obligations hereunder, the injured Party may claim compensation for its damage for all direct damages within the limit of the amounts set out in the Order Form concerned and paid by the Customer during the twelve (12) months preceding the occurrence of the causative event.

In any case, the liability of the defaulting Party cannot be limited and/or excluded in the event of personal injury, gross negligence or even fraudulent misconduct.

Each Party is solely responsible for the compliant execution of its obligations, it being specified that the performance of the Services by the Service Provider is only subject to a general obligation of means.

Finally, the Customer uses the Application and the results obtained through it under its exclusive responsibility, without possible recourse against the Service Provider.

Section 11. FORCE MAJEURE

In the event of a case of force majeure, within the meaning of article 1218 of the Civil Code, no Party may be held responsible for the non-execution or delay in the execution of any of its obligations.

In such a case, it will be up to the prevented Party to notify the other Party, without delay, of the existence of the case of force majeure encountered.

However, in the event of persistence of the case of force majeure for a period of more than thirty (30) calendar days, the other Party will be entitled, by written notification to the defaulting Party, to request the termination of the current Subscription, without any compensation on either side.

ARTICLE 12 - CONTINGENCY

In the event of a change in unforeseeable circumstances when the Subscription is taken out, in accordance with the provisions of article 1195 of the Civil Code, the Party that has not accepted to assume an excessively onerous risk of performance will be free to request a renegotiation of the General Conditions.
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In the event of refusal by the other Party or the failure of the renegotiation at the end of the period agreed between them, the Parties may request, by mutual agreement, a judge to adapt the Conditions.

In the absence of agreement within a period of thirty (30) calendar days from this adaptation, the most diligent Party may ask the judge to cancel the current Subscription on the date and under the conditions that it will set.

ARTICLE 13 - INSURANCE

Each Party declares that it has subscribed to an insurance policy guaranteeing the consequences of its civil and contractual liability.

ARTICLE 14 — EVIDENTIARY AGREEMENT

Unless proven otherwise, the data recorded in the Service Provider's computer system constitutes proof of all actions and interactions between the Customer and the Users.

ARTICLE 15 — GENERAL

1) Tolerance and non-renunciation
No tolerance or renunciation by a Party in the execution of the terms of these General Terms and Conditions shall not constitute or be considered as a waiver of its rights or as a modification of the Conditions.

2) Nullity
In the event that one of the non-substantial provisions of the General Conditions is considered void under a legal or regulatory provision, present or future, or a court decision with the authority of res judicata and emanating from a competent jurisdiction or body, the clause in question will be considered to be unwritten, all other provisions of the Conditions remaining binding between the Parties.

3) Independence of the Parties
Each Party constitutes an independent legal person acting in its own name and under its sole responsibility.

4) Communications and references
Each Party remains free to be able to communicate on the existence of the General Conditions, subject to having obtained the prior written authorization of the other Party.
As such, the Customer authorizes the Service Provider, throughout the duration of the Subscription purchased and free of charge, to use its corporate name, brand, or logo in the context of the advertising or the above-mentioned communications that it could make to its French customers, in any format.

5) Notifications
For the execution of these terms, each of the Parties elects residence at the address of its head office. Any modification must be notified to the other Party as soon as possible.
Any notification will be validly made subject to being sent by registered letter with acknowledgement of receipt or by email and confirmed by registered letter with acknowledgement of receipt.
Notifications made by registered letter with acknowledgement of receipt will be presumed to have been made on the date of their first presentation to the addressee's address.
Notifications made by email will be presumed to have been made on the date the email was sent, subject to confirmation by registered letter with acknowledgement of receipt.

6) Survival
It is understood between the Parties that the term of a Subscription, regardless of the cause, will not affect the validity of certain clauses which - due to their nature, legal regime or in execution hereof - will survive the latter.

ARTICLE 16 - APPLICABLE LAW - LANGUAGE - DISPUTES

The General Conditions are subject to French law, to the exclusion of any other legislation, and are written in French.

In case of translation, the French version of the Terms will prevail over any other foreign language version.

In the event of a dispute relating to the validity, interpretation or execution of the General Conditions, the Parties agree to come together to try to find an amicable solution to their dispute within a period of thirty (30) calendar days, from the date of written notification of the dispute.

In the event of failure in the search for an amicable solution, any dispute relating to the conclusion, interpretation, execution or termination of the General Conditions will be submitted to the Paris Judicial Court, including in summary proceedings, notwithstanding the warranty claim or the plurality of defendants.