Terms of Service

Preamble

TraceX has developed an eQMS platform, an electronic quality management system, which can be accessed via the following address https://app.tracex.co/ .These terms of service (hereinafter referred to as the "TOS") describe the contractual relationship between the Parties (TraceX and the Customer).The Customer acknowledges that access to the Services is subject to acceptance of the TOS.

ARTICLE 1. DEFINITIONS

Customer: designates the natural person or legal entity (via its representative) who subscribes to a Registration and accepts the TOS.

End User(s): refers to any natural person, employee, corporate officer or collaborator of the Customer, authorized by these TOS to use the Services, by means of an Identifier.

Hosting: refers to the hosting of the Platform on external servers.

Identifier: refers to an End User's access code and password enabling access to the Services.

Personal data: refers to any information (name, address, telephone number, etc.) relating to an identified or identifiable natural person.

Platform: refers to the QMS software platform, an electronic quality management system published by TraceX at the address: https://app.tracex.co/, giving access to the various Functionalities.

Registration: refers to registration by the Customer to the Services for a given number of End Users.

Services: refers in particular to the functionalities of document management with electronic signature, training & qualifications or team communication (the "Functionalities"), as well as, more generally, access to the Platform.

Site: refers to the Internet site accessible at the following address: https://tracex.co/

ARTICLE 2. PURPOSE

The purpose of these TOS is to govern the conditions under which the Customer uses the Services.They apply throughout the period of use of the Services.

ARTICLE 3. DURATION

Use of the Platform is strictly subject to Registration.The Customer formalizes a Registration by filling in the registration form and accepting the present TOS. The TOS are made available to the Customer at the time of any Registration. The TOS are binding on the Customer, who acknowledges that he has read them and expressly accepts them without reservation before validating his Registration.

Registration is for an unlimited period, and may be terminated by TraceX under the terms and conditions herein.

ARTICLE 4. PROVISION OF PLATFORM SERVICES

4.1 Content of the Services

The Services include a right to access and use the Features ;

The Customer can also benefit from additional services, in particular training and customization of Services, upon request to TraceX and upon quotation.

TraceX reserves the right to replace a Functionality of the Services with another that is equivalent in quality and content. The Customer will be informed in advance.

TraceX reserves the right to suspend access to the Services immediately and without notice in the event of force majeure, attempted intrusion or breach of security of the Platform.

TraceX also reserves the right to cancel a Service completely. In this case, the Customer will be informed.

4.2 Access to Services

The Customer has a non-exclusive, non-transferable right of access to and use of the Platform for each End User.

The Services are accessible to End Users only. Any use of the Customer's access to the Services by an unauthorized person shall render the Customer liable.

Once TraceX has granted access to the Platform to the Customer, the latter will be responsible for allocating the available accesses to the End Users.

Each End User is responsible for creating and maintaining/resetting his or her User ID.

TraceX can send all communications relating to the Platform or any updates to the Services and TOS by email to the Customer, and more specifically to the person considered to be the contact person.

Each Identifier is personal, individual, confidential and non-transferable. The specific coded URL used to access the Platform is strictly confidential.

The Customer undertakes to make every effort to ensure that the Customer and its End Users keep the Identifiers secret and that they are not disclosed in any form whatsoever to persons other than the End Users. The Customer is entirely responsible for the use and safekeeping of the Identifiers. The Customer is responsible for the security of the individual workstations used to access the Online Service. Lending, sharing, transferring or selling Identifiers is prohibited and will not be enforceable against TraceX.

The Customer may be held liable for any access to a Service using End User Identifiers. The Customer undertakes to inform TraceX without delay of any loss, theft or unauthorized use of its End Users' Identifiers so that TraceX can take all appropriate measures without delay to remedy the situation.

4.3 Availability and maintenance

The Platform is accessible 24 hours a day, 7 days a week, except in cases of force majeure or events beyond TraceX's control, and subject to maintenance and updating operations necessary for the Platform to function properly. The Customer is hereby informed that the Services may be suspended without prior notice every day for these maintenance and updating operations.

However, the Customer is informed that connection to the Services is made via the Internet network. He/she is aware of the technical hazards that can affect this network and lead to slowdowns or unavailability, making connection impossible. TraceX cannot be held responsible for difficulties in accessing Services due to Internet network disruptions.

4.4 Conditions of use of Services

The Functionalities made available to the End User by TraceX as part of his or her Registration are protected by intellectual property rights.

No Functionality of the Services may be used by the Customer and/or its End-Users outside the limits and conditions set forth in this license agreement.

TraceX grants the Customer a personal, restricted, non-exclusive, non-assignable and non-transferable license to third parties, without the right to sub-license, to access and use the Services, under the conditions and within the limits defined below.

The User expressly undertakes:
- to comply with the laws in force and respect the rights of third parties, as well as the present contractual stipulations;
- to use the Services and Functionalities strictly for its own needs and in accordance with the laws, regulations and practices in force;
- not to infringe the intellectual property rights held by TraceX on the Platform or on the Functionalities, as well as the intellectual property rights of third parties;
- not to divert or attempt to divert any of the Functionalities from its normal use as defined herein;
- not to reconstitute or attempt to reconstitute, from the Functionalities and/or by means of the Services, software intended to offer directly or indirectly, free of charge or against payment, the same or a comparable service, to unauthorized persons, and/or to distribute or sell, in any manner whatsoever, information for the purpose of helping a person to reconstitute, in whole or in part, an equivalent service;
- not to use the name "TraceX" without the prior and express authorization of TraceX;
- to maintain the confidentiality of his or her User ID(s) and to take all necessary measures to ensure that no third party, in any capacity whatsoever, has access to his or her access code(s) and/or password(s) and is thus able to access the Services unlawfully;
- to inform TraceX immediately in the event of theft, loss or illicit use of the access code(s) and/or password(s);
- to ensure that the scope of these obligations is respected by all authorized End Users.

ARTICLE 5. PLATFORM MANAGEMENT

In the event of a Customer's failure to comply with one or more of the provisions of the TOS, TraceX reserves the right to block access to all or part of the Services, temporarily or permanently, without any compensation.

In particular, TraceX may suspend access to the Service and terminate the Subscription as of right and without notice in the event of :
- violation by the Customer of the scope of the rights of use / conditions of use of the Services;
- attempted intrusion or breach of the Platform's logical integrity.

For the proper management of the Platform, TraceX may at any time :
- suspend, interrupt or limit access to all or part of the Services, restrict access to the Services, or to certain parts of the Services, to a specific category of Customers;
- delete any information that could disrupt its operation or contravene national or international laws;
- suspend the Services in order to carry out updates.

ARTICLE 6. CUSTOMER CONTACTS

To request additional services, and for any questions relating to the Services, the Customer may contact TraceX using the contact form accessible from the Site.

Any problem related to the customer's Internet access or hardware configuration is not covered by customer support.

ARTICLE 7. PROTECTION OF PERSONAL DATA

TraceX undertakes to strictly apply regulations concerning the protection of personal data, namely in particular - as a company subject to French law - Law No. 78-17 of January 6, 1978 relating to information technology, files and freedoms, as amended (known as the Loi Informatique et Libertés) as well as Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016, known as the General Data Protection Regulation (hereinafter the "GDPR").

Customers are therefore invited to carefully read TraceX's Privacy Policy, which aims to define the rules applicable to the collection and processing of personal data.

For all requests for information, please use the contact form accessible from the Site, specifying the customer reference and/or consult the website of the Commission Nationale de l'Informatique et des Libertés.

Some of the data collected and processed by TraceX is necessary to enable TraceX to pursue the purposes described in this privacy policy, and in particular for the provision of Services or the management of Registrations. Consequently, failure to provide such data may prevent TraceX from providing the Services, in particular consultation of the Platform. TraceX cannot be held responsible for such an impediment in the event of refusal to communicate data by the Customer and/or User.

ARTICLE 8. COPYRIGHT ON THE SERVICES

TraceX retains intellectual property rights to the Services and all their components.

The granting of the right to use the Services and these additional elements, as provided for in these TOS, does not entail the transfer of any right of ownership.

The Customer undertakes not to directly or indirectly infringe the rights of TraceX. The Customer undertakes to take all necessary measures with regard to Authorized Users and any outside person who may have access to the Services, to ensure the secrecy of and respect for property rights in the said Services, its components and any additional content supplied to optimize their use.

ARTICLE 9. LIABILITY

TraceX makes no express or implied warranties with respect to the Functionalities. The Customer is solely responsible for the use he makes of the Functionalities provided by TraceX.

The use and exploitation of the Functionalities by the Customer is therefore under his sole responsibility and at his own risk.

Consequently, TraceX cannot be held liable in any way for the use of the Services by the Customer.

TraceX undertakes to use its best efforts to ensure that the Platform is accessible and available to Users at all times. However, TraceX cannot be held liable for any failure to do so:
- in the event of unavailability of the Services, for any reason whatsoever;
- when the Services prove incompatible or malfunction with certain software, configurations, operating systems or customer equipment;
- in the event of a power cut.

The Customer declares that he/she is fully aware of the hazards of the Internet, its characteristics and limitations, and acknowledges and is aware of the following in particular:
- the possibility of suspension or impossibility of access to the Services;
- data transmission over the Internet is relatively unreliable, and may be subject to saturation at certain times of the day;
- that data circulating on the Internet is not protected against possible misappropriation;
- that the Services may be subject to intrusion by unauthorized third parties and to attacks of any kind.

TraceX cannot be held responsible for this.

The equipment used by the Customer to connect to the Services is under the Customer's sole responsibility. In this respect, the Customer must take all appropriate measures to protect his equipment and his own data, in particular from viral attacks via the Internet.

TraceX cannot be held responsible for hypertext links present on the Platform giving access to other Internet sites that they do not control. In this respect, TraceX is not responsible for the content or availability of these sites.

ARTICLE 10. MARKS

TraceX and the Customer are each the sole and exclusive owners of the rights to their names, trademarks and logos. Neither Party will issue any press release without the approval of the other Parties.

ARTICLE 11. MISCELLANEOUS

If any provision of the TOS should conflict with any applicable statutory or regulatory provision and/or be declared invalid or unenforceable by a court of competent jurisdiction, it shall be deemed unwritten and all other provisions of the TOS shall remain in full force and effect.

These TOS may be modified by TraceX at any time, without prior notice, by posting a new modified version online, which alone shall prevail between the Parties. The TOS applicable to the Customer are those in force on the date of subscription.

ARTICLE 12. EVIDENTIARY AGREEMENT

The data and information collected by TraceX when the contract is concluded (in particular acceptance of the contract), when access to the Services or to the customer area is put into service, as well as the connection, browsing, downloading and more generally usage data of the End Users, are kept by TraceX as proof. TraceX archives this data on a reliable and durable medium. Such information and data shall be deemed authentic between the Parties until proven otherwise.

In this respect, the Customer is informed that TraceX may collect the IP addresses and connection data of computer equipment accessing the Services, in particular for the purposes of access control, compliance with TraceX's rights and proof of performance and/or any violation of the contract or TraceX's rights.

ARTICLE 13. APPLICABLE LAW AND DISPUTES

The TOS are governed by French law.

In the event of a dispute, the Parties agree to seek an amicable solution. To this end, the Party considering itself entitled to assert a right shall send a registered letter with acknowledgement of receipt to the other Party.

If a dispute remains unresolved within 30 days of receipt of this registered letter, the Paris courts shall have exclusive jurisdiction, notwithstanding multiple defendants or third-party claims, even for emergency or conservatory proceedings, in summary proceedings or by petition.

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