Terms and conditions

Last modified: January 04, 2024

  • PREAMBLE
  • Article 1 - Definitions
  • Article 2 - Purpose
  • Article 3 - Contractual Documents
  • Article 4 - Effect, Duration and Renewal
  • Article 5 - Description of Services
  • Article 6 - Quality of Service
  • Article 7 - Licence
  • Article 8 - Maintenance
  • Article 9 - Data Processing and Security
  • Article 10 - Financial Conditions
  • Article 11 - Ownership
  • Article 12 - Liability and Warranties
  • Article 13 - Insurance
  • Article 14 - Termination
  • Article 15 - Reversibility
  • Article 16 - Confidentiality
  • Article 17 - Miscellaneous Provisions

PREAMBLE

TAG INSIGHT, a single-shareholder simplified joint-stock company with a share capital of 1,000 euros, registered in the Paris Commercial Register under number B 978 748 549, and located at 66, avenue des Champs Elysées, 75008 Paris, France (hereinafter “TAG INSIGHT“), offers a software solution for automating data tracking tasks (hereinafter the “Software“), provided online as a SaaS solution via the website at www.taginsight.com (hereinafter the “Website“).

These General Terms and Conditions of Sale (hereinafter the “GTCS“) are designed to govern all commercial relations between TAG INSIGHT and any legal entity or individual intending to subscribe and possessing a SIREN number (hereinafter the “Customer“) for the use of the Software.

The GTCS and the special conditions detailed in the Customer’s order on the Website (hereinafter the “Order“) constitute the entire contract binding the parties (hereinafter the “Contract“).

By validating the Order, the Customer acknowledges having read, understood, and unreservedly accepted these GTCS.

The rights of use and the support and maintenance services for the Software are subject to these GTC.

The GTCS will prevail over any contrary provision, particularly any purchase condition or other general or specific conditions not expressly approved by TAG INSIGHT.

The terms and conditions in effect on the date of the Software subscription apply.

TAG INSIGHT reserves the right to modify the GTC at any time and commits to informing the Customer promptly by any means. Continuing to use the Software after being notified by TAG INSIGHT of any changes to the GTC implies the Customer’s acceptance upon contract renewal. If the Customer does not accept the new terms and conditions in writing, the Contract will not be renewed.

In addition to the General Terms and Conditions, the Customer is informed that access to the Software requires acceptance of the General Terms and Conditions of Use published online by TAG INSIGHT (hereinafter the “GTCU“).

This preamble is an integral part of the GTC.

ARTICLE 1 - DEFINITIONS

In these GTCs, capitalized terms, whether singular or plural, are defined as follows:

Subscription: The agreement for using the Software, finalized by the Customer’s acceptance of the Order.

Administrator: The individual appointed by the Customer to manage the Administrator Account.

Anomalies: Operational issues in the Software, categorized as:

  • Blocking Anomaly: A critical malfunction preventing Software usage.
  • Semi-blocking Anomaly: A significant operational issue, limiting access to certain Software functionalities.
  • Minor Anomaly: A minor operational issue, allowing full Software functionality, possibly requiring alternative methods.

Special Conditions: Details in the Order, including Subscription plan, available Solutions, user limits, project limits, fees, payment terms, and Contract duration.

Contract: The complete agreement comprising these GTCs and the Special Conditions.

Collaborator: Any individual authorized by the Customer (e.g., employee, agent) to access the Service under the Customer’s license.

Account: The User’s platform access point, requiring unique login credentials.

Order: The summary outlining the Contract’s Special Conditions.

Documentation: Any materials related to Software usage, in various formats.

Data: Customer/User-generated data governed by the Contract.

Identifiers: The User’s login credentials, including username and password.

Maintenance: Activities ensuring Software functionality, updates, and availability.

Workstation: Any device (computer, tablet, smartphone) used to access the Software.

SaaS: Online software provision model.

Server: Designated computer equipment managing data exchange.

Service: TAG INSIGHT’s SaaS-based offering to the Customer.

Solutions: Software’s operational features, as listed on the Site, in the Special Conditions, and/or GTCs.

User: Refers to either the Administrator or Collaborator.

ARTICLE 2 - PURPOSE

This article outlines the agreement terms under which TAG INSIGHT provides the Software and Solutions to the Customer in a SaaS format. Specifically, TAG INSIGHT grants the Customer:

  • Access Rights: Permission to access the Site and Software through TAG INSIGHT and/or its partners’ Server, as specified in the agreement.
  • Usage Rights: A right for the final use of the Solutions.
  • Service Package: A range of services including Data hosting, maintenance of the Solutions, and technical support, as detailed in the agreement.

ARTICLE 3 - CONTRACTUAL DOCUMENTS

This article establishes the hierarchy and integration of the contract’s components. It confirms that the Special Conditions of Contract, the General Terms and Conditions (GTC), and the General Terms and Conditions of Use (GCU) collectively form the complete and exclusive agreement between the parties. This comprehensive contract nullifies any prior arrangements, whether spoken or written, related to its subject. It also specifies that amendments to the Special Conditions of Contract require formal, mutual agreement, evidenced by signatures from both parties.

ARTICLE 4 – EFFECT, DURATION, AND RENEWAL

The Contract takes effect upon the Customer’s acceptance of the Order, GTC, and GCU, and the receipt of the first Subscription payment. The Contract lasts for the Subscription’s duration.

Subscriptions are available in the following formats:

  1. Monthly Subscription: Automatically renews each month. Customers can cancel at any time; access continues until the end of the paid month.
  2. Annual Subscription with Trial: Begins with a one-month trial, then renews annually. Same cancellation policy as the monthly subscription.
  3. Enterprise/Custom Subscription: Governed by terms specified in the respective agreement.

In all cases, access ceases at the end of the paid period if the subscription is not renewed.

ARTICLE 5 - DESCRIPTION OF SERVICES

5.1. SOLUTIONS

Solutions automate various data tracking tasks (tagging plan generation, error checking, debugging, Quality Assurance reports generation, automatic implementation of Google Tag Manager, etc.).

The Customer acknowledges having read the functionalities contained in the Solutions, as described in particular on the Site.

5.2. RIGHT OF ACCESS

TAG INSIGHT provides the Customer with Solutions accessible on its remote Server via the Internet.

TAG INSIGHT grants the Customer the right to use the Solutions on a non-exclusive basis under the terms of the “License” section below.

TAG INSIGHT provides (i) Data hosting on the Servers, (ii) Maintenance and (iii) security of the Solutions. TAG INSIGHT performs backups according to an established backup plan to secure Software data and Customer and/or User Data.

With the exception of maintenance periods, the Customer and/or Users may connect at any time, i.e., 24 hours a day, 7 days a week, including Sundays and public holidays.

Access is made from fixed or mobile computers, tablets, smartphones of the Customer and/or Users, using the Identifiers provided by TAG INSIGHT or created by the Users.

5.3. TECHNICAL ASSISTANCE

When using the Software, the Customer and/or Users benefit from a free support center which can be reached by e-mail at help@taginsight.com.

5.4. NETWORK AND TECHNICAL SCOPE

The Customer’s choice of network is made by the Customer and TAG INSIGHT offers no guarantee as to the network chosen. TAG INSIGHT cannot be held responsible for interruptions in the network line and therefore draws the Customer’s attention to the importance of the choice of operator. In order to access the Solutions, the Customer is informed of the technical requirements defined by TAG INSIGHT and declares that they accept them as a prerequisite to the provision of the Solutions. Thus, the Customer guarantees the compatibility of its local network and hardware (computers, tablets, smartphones, etc.) with the Services.

5.5. USER IDENTIFICATION

The Customer and/or Users will use the Identifiers each time they connect to the Service.

The Identifiers are intended to reserve access to the Solutions for the Customer and Users, in order to protect the integrity and availability of the Solutions, as well as the integrity, availability and confidentiality of the Data.

Identifiers are personal and confidential. They may only be changed at the request of the Customer and/or Users or at TAG INSIGHT’s initiative, after notification to the Customer or User concerned.

The Customer is solely responsible for ensuring that Users maintain the confidentiality of their Identifiers and that they are not disclosed in any way whatsoever.

Users are entirely responsible for the use of their Identifiers and the safekeeping of the access codes given to them. The Customer shall ensure that no other person not authorized by TAG INSIGHT has access to the Services and Solutions.

In general, the Customer assumes responsibility for the security of the individual workstations of employees providing access to the Solutions.

In the event that the Customer becomes aware that an unauthorized person is accessing the Solutions, the Customer must inform TAG INSIGHT immediately and confirm this by registered mail.

In the event of loss or theft of one of the Identifiers, the Customer and/or the User concerned will inform TAG INSIGHT without delay by any means.

ARTICLE 6 - QUALITY OF SERVICE

The Customer is aware of the technical hazards inherent in the Internet and the access interruptions that may result. Consequently, TAG INSIGHT will not be held responsible for any unavailability or slowdown of the Service. TAG INSIGHT cannot guarantee the continuity of the Service, which is performed remotely over the Internet, and the Customer acknowledges this.

In addition, it is the Customer’s responsibility to respect the thresholds for simultaneous Accounts and projects as indicated in the Subscription.

TAG INSIGHT undertakes to implement effective controls to provide reasonable assurance that the Customer can access and use the Solutions at all times.

The Service may be suspended from time to time for maintenance work required to keep the Servers running smoothly or to update the Software and/or Solutions.

In the event that the Service is interrupted for Maintenance or updating, TAG INSIGHT undertakes to inform the Customer and/or Users sufficiently in advance so that they can take any necessary steps to avoid any disruption to their business. TAG INSIGHT shall not be held responsible for any impact this unavailability may have on the activities of the Customer and/or Users.

ARTICLE 7 - LICENSE

TAG INSIGHT grants the Customer and Users a personal, non-exclusive, non-assignable, and non-transferable license to use the Solutions for the duration of the Agreement and throughout the entire world.

The Customer may only use the Service and the Solutions in accordance with its needs and the instructions for use provided by TAG INSIGHT. In particular, the license to the Solutions is granted for the sole and exclusive purpose of enabling the Customer and Users to use the Services, to the exclusion of any other purpose.

The right of use refers to the right to represent and implement the Solutions in accordance with their intended purpose, in SaaS mode via a connection to an electronic communications network.

Under no circumstances may the Customer make the Solutions available to an unauthorized third party. The Customer strictly prohibits any other use, in particular but not limited to any adaptation, modification, translation, arrangement, distribution, or decompilation.

Any new functionality of the Software and/or Solutions implemented by TAG INSIGHT during the term of the Agreement will automatically benefit the Customer, in accordance with the terms of the license defined in this Article, provided that said functionality is included in a subscription of the same level as the Subscription chosen by the Customer.

ARTICLE 8 - MAINTENANCE

8.1 CORRECTIVE MAINTENANCE

An Anomaly support service is available by email at contact@taginsight.com.

TAG INSIGHT will diagnose the Anomaly and then implement its correction, depending on its nature:

  • a) In the event of a Blocking Anomaly, the report will be taken into account within 8 (eight) working hours. TAG INSIGHT will endeavor to correct the Blocking Anomaly as soon as possible and, if necessary, will propose a workaround within 3 (three) working days.
  • b) In the event of a Semi-Blocking Anomaly, the report will be taken into account within 8 (eight) working hours. TAG INSIGHT will endeavor to correct the Semi-Blocking Anomaly and will propose a workaround solution that may allow the use of the functionalities in question within 5 (five) working days.
  • c) In the event of a Minor Anomaly, the report will be taken into account as soon as possible. TAG INSIGHT may propose the correction of the Minor Anomaly in a new version of the Service to be delivered as part of the Upgrade Maintenance.

TAG INSIGHT is not responsible for Maintenance in the following cases:

  • Customer’s refusal to cooperate with TAG INSIGHT in resolving the Anomalies, particularly in responding to TAG INSIGHT’s questions and requests for information;
  • Use of the Services in a manner that does not comply with their intended purpose or with the instructions provided by TAG INSIGHT;
  • Unauthorized modification of the Solutions by the Customer, Users, or a third party;
  • Failure of the Customer to meet its obligations under the Contract;
  • Implementation of any software package or operating system that is not compatible with the Service;
  • Failure of electronic communication networks;
  • Wilful acts of damage, malice, sabotage;
  • Deterioration due to force majeure or misuse of the Services.

However, TAG INSIGHT may, if possible, undertake to resolve malfunctions caused by the cases listed above, according to an estimate subject to the Customer’s prior written approval.

8.2 EVOLUTIONARY MAINTENANCE

The Customer benefits from updates and functional upgrades to the Solutions at the same Subscription level.

TAG INSIGHT undertakes to provide the Customer with updated information on new versions of the Solutions.

Corrections and upgrades to the Services are expressly subject to the terms of the Contract.

The Service may be temporarily unavailable during Evolutionary Maintenance operations. These operations are carried out periodically with at least 48 hours’ notice given in advance.

ARTICLE 9 - DATA PROCESSING AND SECURITY

9.1 GENERAL INFORMATION

All personal data transmitted by the Customer and/or Users (hereinafter referred to as the “Personal Data”) are processed in accordance with the Site’s privacy policy (the “Privacy Policy”).

In particular, the Privacy Policy explains what types of information TAG INSIGHT collects about the Customer and/or Users and/or the Customer’s own customers, how and why TAG INSIGHT uses this information, under what conditions TAG INSIGHT shares it with its partners or third parties, how long TAG INSIGHT keeps this information, what rights the concerned individuals have in relation to this information, and how to exercise them.

In this capacity, TAG INSIGHT acts as:

  • Responsible for processing Personal Data when browsing the Site;
  • Subcontractor for the processing of Personal Data, on behalf of the Customer, during the use of the Software and Solutions by Users, with the Customer being the party responsible for the processing of such data.

TAG INSIGHT and the Customer undertake to comply with their legal and regulatory obligations relating to the protection of personal data, in particular Law n°78-17 of January 6, 1978 (hereinafter “LIL”) and Regulation (EU) 2016/679 on data protection (hereinafter “GDPR”).

In general, TAG INSIGHT undertakes to implement all appropriate technical and organizational means to ensure the security, integrity, and confidentiality of the Data in order to prevent any unauthorized access or fraudulent use of the Data and to prevent any loss, alteration, or destruction of the Data.

9.2 TAG INSIGHT’S COMMITMENTS AS A DATA PROCESSOR

As a subcontractor, TAG INSIGHT is authorized to process on behalf of the Customer the Personal Data necessary to enable the use of the Software and Solutions.

TAG INSIGHT undertakes to process Personal Data in compliance with the Contract, and where applicable, any documented instructions from the Customer, without making any use of it for its own purposes, and to process it fairly and lawfully, in accordance with the principles set out in Articles 5 and 6 of the GDPR.

9.2.1 Protective Measures

TAG INSIGHT undertakes to implement all appropriate technical and organizational means to ensure the security and confidentiality of Personal Data.

TAG INSIGHT ensures that any individual acting under its authority who has access to Personal Data only processes it to the extent strictly necessary for the performance of their duties. In this respect, TAG INSIGHT ensures that its employees, agents, or any other person authorized to access and process Personal Data on its behalf, undertake to respect confidentiality or are subject to an appropriate legal obligation of confidentiality.

TAG INSIGHT undertakes to keep Personal Data confidential and agrees not to disclose it to third parties without the Customer’s prior written consent.

9.2.2 Shelf Life

Personal Data will only be processed for the duration of the Contract.

TAG INSIGHT undertakes to cease, at the end of the relationship between it and the Customer, for whatever reason, any new processing not necessary for the proper performance of its missions and, at the Customer’s option, to delete or return to the Customer all Personal Data as soon as possible, subject to TAG INSIGHT’s legal, regulatory, and contractual obligations relating to the retention of certain data beyond the contractual period. Such data shall continue to be subject to the terms hereof.

9.2.3 Customer Assistance

TAG INSIGHT undertakes to assist the Customer in responding to any request for the exercise of rights by the persons concerned, and/or any request for information from supervisory authorities (CNIL, etc.), administrations or courts empowered to formulate such a request.

TAG INSIGHT shall, in particular, within ten (10) working days of the Customer’s request, provide the Customer with all information and carry out all actions enabling the Customer to satisfy a request to exercise rights from a data subject under Articles 12 to 23 of the GDPR.

TAG INSIGHT undertakes to correct, delete, lock and update all Personal Data as soon as it receives instructions to do so from the Customer.

TAG INSIGHT cannot be held responsible for any failure on the part of the Customer to process a request from a person concerned.

TAG INSIGHT undertakes to inform the Customer, as soon as possible, of any request addressed directly to it, and more generally of any event affecting the processing of Personal Data, and to expressly inform the Customer before acceding to any request emanating from a data subject or an administration/jurisdiction entitled to formulate such a request, unless a duly justifiable legal exception prohibits such information to the Customer.

TAG INSIGHT undertakes to provide the Customer with the documentation necessary to demonstrate compliance with its personal data protection obligations in the performance of the Contract.

If TAG INSIGHT or a subcontractor considers that the processing of Personal Data may violate a law, rule or regulation or if TAG INSIGHT or a subcontractor is compelled to comply with

a legal request for Personal Data, TAG INSIGHT shall promptly inform the Customer of such potential violation or request. As the case may be, TAG INSIGHT may suspend or modify the processing in light of the applicable law, rule or regulation and/or comply with such legal request, in each case without fault or liability therefor, notwithstanding the Customer’s instructions or these T&Cs.

9.2.4 Subcontracting

The Customer authorizes TAG INSIGHT to engage further subcontractors in connection with the provision of the Solutions, in particular any technical service providers such as hosting companies, whose names will be communicated to the Customer upon request.

TAG INSIGHT undertakes to contractually impose on its subcontractors the same data protection obligations as those contained in these T&Cs, in particular with respect to providing sufficient guarantees regarding the implementation of appropriate technical and organizational measures.

TAG INSIGHT remains fully liable to the Customer if its subcontractors fail to meet their obligations with respect to the protection of personal data.

9.2.5 Notification in the Event of a Personal Data Breach

In the event of incidents or breaches of Personal Data, TAG INSIGHT undertakes to inform the Customer in writing as soon as possible and, if possible, within forty-eight (48) working hours of becoming aware of them. TAG INSIGHT undertakes to take all appropriate corrective measures and to cooperate with the Customer to enable it to have the information required by Articles 33 and 34 of the GDPR.

9.2.6 Transfer of Personal Data Outside the EU

In principle, TAG INSIGHT does not transfer the Personal Data it processes outside the European Union. However, TAG INSIGHT may, if necessary, transfer certain Personal Data outside the European Union. Transfers of Personal Data outside the European Union will only be made to countries whose level of personal data security is recognized by the European Union or by standard contractual provisions.

9.2.7 Audit

TAG INSIGHT agrees to respond to the Customer’s requests for an audit of TAG INSIGHT’s obligations with respect to the protection of Personal Data. This audit will be carried out at the Customer’s expense and no more than once a year. The Customer shall give TAG INSIGHT thirty (30) days prior notice of any such audit and shall provide the identity of the auditing company as well as the audit plan.

9.3 COMMITMENTS OF THE CUSTOMER AS DATA CONTROLLER

As part of the performance of these T&Cs and the Contract, the Customer is required to process Personal Data of Users and/or its own customers. The Customer undertakes to process such Personal Data in compliance with the LIL law and the GDPR.

The Customer alone and autonomously chooses the persons concerned by the processing it implements. In this respect, the Customer undertakes to obtain the consent of the said persons if this proves necessary and to be able to provide proof thereof.

The Customer, in its capacity as data controller, ensures that the information provided for in Articles 13 and 14 of the GDPR and Article 32 of the LIL Act has been communicated to Users, in accordance with the required procedures.

The Customer also undertakes to:

  • Provide TAG INSIGHT with the Personal Data required to run the Software and Solutions;
  • Document in writing any instructions concerning TAG INSIGHT’s processing of Users’ Personal Data;
  • Supervise said processing by TAG INSIGHT.
 

ARTICLE 10 - FINANCIAL CONDITIONS

10.1 SUBSCRIPTION

The price of the Subscription subscribed to by the Customer is detailed in the Order. TAG INSIGHT offers three types of Subscription models: monthly, annual, or custom, based on the specific offers provided.

  • Monthly Subscriptions are billed and renewable on a monthly basis.
  • Annual Subscriptions provide service for a full year and are billed annually.
  • Custom Subscriptions are tailored to specific customer needs as agreed upon in the Subscription terms.

The Subscription will only come into effect once TAG INSIGHT has received the initial payment.

Subscriptions will be billed in accordance with the chosen model (monthly, annually, or as per the custom agreement) starting from the date of Subscription activation.

Invoices are payable by credit card or direct debit, via the service provider STRIPE or any other service provider chosen by TAG INSIGHT.

Any subscription period begun is due in full; no refund will be granted for partial use or early cancellation.

10.2 DEFAULT OF PAYMENT

Without prejudice to any damages, failure by the Customer to pay an invoice by the due date automatically entails:

  • The application of late payment interest at the rate of 3 (three) times the legal interest rate, applicable without prior notice and from the first day of delay;
  • A flat-rate indemnity for collection costs of €40, with additional compensation applicable if the collection costs actually incurred exceed this amount;
  • Suspension of the Services, at TAG INSIGHT’s discretion, until full payment of all sums due;
  • Automatic termination of the Contract within 15 (fifteen) days following the issuance of a formal notice by registered letter with acknowledgment of receipt that has remained unsuccessful, at TAG INSIGHT’s discretion. Such termination shall result in the payment of all sums still due to TAG INSIGHT for the current Subscription period.

ARTICLE 11 - OWNERSHIP

The Customer and/or Users are and remain the owners of all Data they use through the Services within the scope of the Contract.

TAG INSIGHT is and remains the owner of the tangible and intangible property rights relating to all elements of the Software and Solutions made available to the Customer, and more generally to the IT infrastructure implemented or developed under the Contract.

The Contract does not confer on the Customer any right of ownership over the Solutions. The temporary provision of Solutions under the terms of the Contract cannot be construed as a transfer of any intellectual property rights to the Customer, as defined by the French Intellectual Property Code.

The Customer is not permitted to reproduce any part of the Software, or any documentation concerning it, by any means, in any form, or on any medium whatsoever.

The Customer is also prohibited from assigning all or part of the rights and obligations arising from the Contract, whether as part of a temporary assignment, a sublicense, or any other contract providing for the transfer of said rights and obligations.

This revision maintains the original intent and meaning of the article while enhancing readability and ensuring the clarity of the legal stipulations regarding ownership and intellectual property rights.

ARTICLE 12 - LIABILITY AND WARRANTIES

12.1 LIABILITY AND WARRANTIES OF TAG INSIGHT

TAG INSIGHT represents and warrants that it owns all intellectual property rights in the Site, the Software, and the Solutions, enabling it to enter into the Agreement.

TAG INSIGHT represents and warrants that the Solutions are not likely to infringe the rights of third parties.

TAG INSIGHT undertakes to perform its obligations under the Contract diligently and in accordance with the rules of the trade. It is specified that TAG INSIGHT has an obligation of means, to the exclusion of any obligation of result, which the Customer expressly acknowledges and accepts.

TAG INSIGHT commits to using its best efforts to ensure the security of the Solutions and to maintain the confidentiality of data entered, produced, and exchanged between the Customer and Users. TAG INSIGHT guarantees that Users will have exclusive access to their User Accounts and will not disclose the contents thereof to any third party.

However, TAG INSIGHT cannot be held responsible for any lack of vigilance on the part of Users in maintaining the confidentiality of their Identifiers.

TAG INSIGHT undertakes to use the information, documents, data, and, more generally, all elements that may be transmitted to it in the context of the present contract solely for the purposes of executing the present contract and not to distribute or share them with any third party whatsoever, unless expressly requested or agreed to by the Customer.

It guarantees the Customer that these documents, elements, data, and information will be perfectly preserved for the duration of the present contract and undertakes to destroy them or return them to the Customer, at the latter’s request, at the end of the present contract.

TAG INSIGHT’s involvement is limited solely to the provision of the Services, to the exclusion of all others. In this respect, the Customer acknowledges and accepts that the Services are provided to him personally, TAG INSIGHT not intervening in any way in the relationship between the Customer and the Users or any other third party, not maintaining any relationship with them and not providing them with any services.

The Customer agrees to hold TAG INSIGHT harmless in any dispute or litigation between the aforementioned persons and to personally resolve any such dispute or litigation.

The Services defined herein are provided by TAG INSIGHT as is and without warranty of any kind, express or implied. In particular, TAG INSIGHT does not warrant to the Customer (i) that the Software and the Solutions, which are subject to constant research to improve their performance and progress, will be completely free of errors, defects, or deficiencies, (ii) that the Software and the Solutions, being standard and not offered for the sole intention of the Customer according to his own personal constraints, will specifically meet his needs and expectations.

TAG INSIGHT undertakes to carry out regular checks to verify the operation and accessibility of the Software and Solutions. TAG INSIGHT reserves the right to temporarily interrupt access to the Services for scheduled maintenance.

TAG INSIGHT cannot be held responsible for temporary difficulties or impossibilities in accessing the Services due to circumstances beyond its control, force majeure, or disruptions in telecommunications networks.

TAG INSIGHT shall not be held responsible for the accidental destruction of Data by the Customer, Users, or any third party accessing the Service using the Identifiers provided to the Customer.

In any event, TAG INSIGHT’s liability hereunder shall be limited to direct damages suffered by the Customer and/or Users and shall be expressly limited to the total amount of royalties received by TAG INSIGHT during the 12 (twelve) months preceding the event giving rise to liability.

Accordingly, TAG INSIGHT shall not be liable under any circumstances for any indirect or unforeseeable loss or damage suffered by the Customer, Users, or third parties, including but not limited to any lost profits, loss, inaccuracy or corruption of files or Data, commercial loss, loss of sales or profits, loss of goodwill, loss of opportunity, cost of obtaining a substitute product, service, or technology, in connection with or arising out of the non-performance or faulty performance of the services.

12.2 CUSTOMER LIABILITY AND WARRANTIES

The Customer agrees to provide TAG INSIGHT with all documents, elements, data, and information necessary to fulfill TAG INSIGHT’s obligations under the Agreement.

More generally, the Customer undertakes to cooperate actively with TAG INSIGHT for the proper performance of the present contract and to inform TAG INSIGHT of any difficulties related to such performance.

The Customer declares that, prior to signing this Agreement, it has received from TAG INSIGHT all the advice, instructions, and details necessary for it to enter into the Agreement in full knowledge of the facts, that it has sufficient knowledge of the characteristics and features of the Software and Solutions, and that it has, prior to this Agreement, sufficiently exchanged with TAG INSIGHT to ensure that the Software SaaS service meets its expectations, needs, and constraints.

The Customer undertakes to inform Users of the existence of the Services, and to provide them with all useful information to enable them to make

proper use of the Software and Solutions and to facilitate their access.

In its use of the Software and Solutions, the Customer undertakes to comply with the laws and regulations in force and not to infringe the rights of third parties or public order. It also commits to ensuring that Users comply with the obligations set out herein.

The Customer guarantees against any misuse, non-compliant or illicit use that Users may make of the Services, and in particular against any infringement of the laws and regulations in force. The Customer is thus exclusively responsible for implementing all procedures intended to prevent or remedy the commission of such acts.

The Customer is solely responsible for complying with all administrative, tax, and/or social security formalities and all payments of contributions, taxes, or duties of any kind that may be required in connection with its use of the Software and Solutions. TAG INSIGHT cannot be held liable in any way in this respect.

The Customer is solely responsible for its use of the Services, and more particularly: (i) for the use of the Services by the Users themselves, for which it is responsible, as well as (ii) for any relations that may arise between it, the Users, and third parties, in particular any disputes or litigation arising out of or in connection with the use of the Services. TAG INSIGHT may not be held liable in any way in this respect.

It is the Customer’s responsibility to alert TAG INSIGHT of any attack, potential threat, or attempted intrusion by third parties into the Customer Account and/or User Accounts.

The Customer is hereby informed and accepts that the use of the Solutions and the implementation of the Services require that he be connected to the Internet and that the quality of the Services depends directly on this connection, for which he is solely responsible.

The Customer shall not, on its own behalf or on behalf of the Users, monetize, assign, grant, or transfer all or part of its rights or obligations hereunder to any third party, including if such third party has a direct or indirect link with the Customer or any of the Users, in any manner whatsoever.

The Customer indemnifies TAG INSIGHT against any and all claims, complaints, actions, and/or demands that TAG INSIGHT may suffer as a result of the Customer’s breach of any of its obligations under this Agreement. The Customer agrees to pay TAG INSIGHT all costs, charges, and/or judgments that TAG INSIGHT may incur in this respect.

ARTICLE 13 - INSURANCE

TAG INSIGHT certifies that it has secured the necessary insurance to cover the risks associated with its business activities. This includes an insurance policy that covers its professional civil liability. TAG INSIGHT commits to maintaining this insurance policy in force throughout the duration of the Subscription Contract.

ARTICLE 14 - TERMINATION

In the event that either party to the Contract fails to meet its contractual obligations, the Subscription Contract may be terminated ipso jure by the other party fifteen (15) days after sending a formal notice. This notice must be sent by registered mail with acknowledgment of receipt and will outline the specific default(s) observed. If this notice remains without response or corrective action, the termination will take effect.

Upon termination of the Contract, the Customer is required to cease using all access codes to the Solutions immediately. Reversibility services will then be implemented, in accordance with the ‘Reversibility’ article outlined below.

In cases where the Contract is terminated by TAG INSIGHT due to a fault on the part of the Customer, the full price of the subscription remaining due until the end of the Contract will become immediately payable. The Customer is obligated to pay this amount upon receipt of the corresponding invoice issued by TAG INSIGHT.

ARTICLE 15 - REVERSIBILITY

The purpose of reversibility is to ensure that the Customer can recover their Data under the most favorable conditions.

In the event of termination of the contractual relationship for any reason, TAG INSIGHT commits to retaining the Data for a period of 12 (twelve) months. During this period, TAG INSIGHT will enable the Customer to (i) download the Data at any time in a standard, readable format that can be reused in an equivalent environment, or (ii) send a request to TAG INSIGHT by registered letter with acknowledgment of receipt, instructing the destruction of all Data belonging to the Customer and/or Users within 45 days from the date of receipt of such request.

ARTICLE 16 - CONFIDENTIALITY

Each party to the Contract commits to (i) maintaining the confidentiality of all information it receives from the other party; (ii) not disclosing the other party’s confidential information to any third party, except to employees or agents who require this information; and (iii) using the other party’s confidential information solely for the purpose of exercising its rights and fulfilling its obligations under the Contract.

Notwithstanding the above, neither party shall have any confidentiality obligations with respect to any information which: (i) enters or would enter the public domain through no fault of the receiving party; (ii) was independently developed by the receiving party; (iii) was already known to the receiving party prior to disclosure by the other party; (iv) is legitimately received from a third party not bound by a confidentiality obligation; or (v) is required to be disclosed by law or court order. In the latter case, disclosure shall be limited to the extent required and only after providing written notice to the party that supplied the information.

The obligations regarding confidential information shall remain in effect for the duration of the Contract and continue for as long as the information remains confidential to the disclosing party, and in any event, for a period of 2 (two) years following the termination of the Contract.

Upon termination of the Contract, for any reason, each party shall return all copies of documents and media containing the other party’s confidential information immediately.

Both parties also undertake to ensure that their personnel, and any employee or third party involved in any capacity within the framework of the Contract, comply with these confidentiality provisions.

ARTICLE 17 - MISCELLANEOUS PROVISIONS

17.1 Severability of Clauses

If any of the stipulations of the General Terms of Service (GTS) or the Contract is found to be null, void, non-binding, or unenforceable, this shall not affect the validity, binding nature, or enforceability of the remaining stipulations, which shall continue to be in full effect. However, the parties to the Contract may mutually agree to replace any invalidated stipulation(s) with valid stipulations that align with the spirit and purpose of the present contract.

17.2 Tolerance

Any tolerance or leniency shown by one of the parties to the Contract, even if repeated, shall not be considered a waiver of any of the stipulations of the Contract.

17.3 Applicable Law

These General Conditions of Service (GCS) and, more generally, the Contract are governed by and construed in accordance with French law, to the exclusion of any other legislation.

17.4 Election of Domicile

For the execution of this contract and its subsequent effects, the parties to the Contract elect domicile at their respective registered offices. Any change in the registered office or address of one of the parties shall only be effective against the other party eight calendar days after being duly notified.

17.5 Disputes

In the event of any dispute arising from the validity, interpretation, execution, or termination of the GTS or the Contract, the parties shall first attempt to reach an amicable resolution, including through mediation, before initiating any legal proceedings.

In the absence of an amicable resolution, any disputes or litigation shall fall under the exclusive jurisdiction of the courts of Paris, regardless of the number of defendants, incidental claims, or claims for intervention or warranty.