GENERAL TERMS AND CONDITIONS OF SALE FOR THE "MYCOCKPIT" OFFER

As of the validity date of these terms, the Application provides six (6) types of Services:

• Audit of the Google Sheet of a Client Establishment: The goal is to provide the Client with a diagnosis of the quality and relevance of the elements/information that constitute the Google Sheet of a Client Establishment, then to establish recommendations to be implemented to improve its attractiveness and effectiveness in terms of referencing/positioning. The performance indicators of the Google Sheet (audience, attractive elements or little consulted...) are included in a dashboard that the Client can consult at any time.
• Complete or update information (Google Sheet): This mainly concerns contact details, opening days and hours, and any practical information facilitating contact with the establishment. For certain activities such as catering or tourist accommodation, it may be specific information.
• Automated responses to Google reviews: The proposed texts are generated by generative AI and can be modified by the Client before their publication.
• Competitive intelligence to obtain a market benchmark: If he has added competitor Establishments to his Repository, the Client can consult the Google ratings and reviews published on them. A dashboard presents the evolution of their ratings, number of reviews, response rates, and all available performance indicators to establish a comparison with his Establishment.
• Packages. By counting the Consumption Units of his Package, the Client can: Respond to reviews published on his Google Sheet with AI assistance, Create Posts on his Google Sheet, Edit a QR-CODE to print and display in his Establishment, Send SMS to his customers to solicit their review or transmit information to them.
• Notifications. The Client receives, according to the modalities he has decided, messages informing him (i) of the publication of new Google Reviews, or (ii) recommending him to update the information of his Google Sheet (opening dates and times, Posts...).

Contract Duration

The Contract is concluded for a period of thirty (30) days from the validation of the Order Form and continues by tacit renewal for an equivalent period. The Contract begins with the Trial Period, during which the Client is free to terminate the Contract at any time from his administration space on the Application. The Trial Period is only granted once to a Client.

In any case, except in the event of proven failure by the Company to its essential obligations or the occurrence of a force majeure event preventing the execution of the Contract on a lasting basis, the Client expressly recognizes and accepts that in the event of termination of the Contract after the expiration of the Trial Period, no refund, credit or compensation, total or partial, will be due for the remaining contractual period until its term or its next renewal. The sums paid will remain definitively acquired to VS.

The Client's data necessary for the management of his account are kept by VS for a period of three (3) years for the purposes of supporting documents for accounting, legal, marketing and commercial operations.

4.1 Definition

The Client's Repository is entirely under his responsibility and only he can add or delete Establishments. VS does not make any modification to the Repository on its own initiative.

The modifications made by means of the Application by the Client on each Google Sheet of which he is the Administrator fall entirely and systematically under his sole responsibility. The same applies to the publication of a text generated by our generative AI, even if he has not modified the text generated by the AI.

The Client is deemed to have all the necessary skills to measure the relevance and adequacy of the information he publishes on his Google Sheet through our Application.

4.2 VS's Intellectual Property

VS is, worldwide, the sole holder of intellectual property rights on the Platform, its Services and the Application, its know-how, methods, means, tools, inventions, resources, knowledge and databases.

The Client cannot consequently decompile, decode, disassemble, proceed to reverse engineering, delete, assign to a third party -free of charge or for remuneration-, perform any modification of the Application and the Platform.

4.3 Availability and Security

4.4 Maintenance

Subject to the technical maintenance slots of the infrastructure and planned maintenance of the Platform which result in an interruption of its Services, VS strives to ensure accessibility to the Application 7 days a week, 24 hours a day. The Client is warned of the technical hazards inherent to the internet and the access interruptions and slowdowns that may result. Consequently, VS cannot guarantee permanent accessibility to the deliverable, which is provided within the framework of an obligation of means.

The Client reports by email to VS (dsi@vasano.fr) any anomaly affecting the Services or the Application by indicating the circumstances of the malfunction observed and his Contract number. VS will handle reports on working days and hours, from Monday to Friday excluding public holidays, and strives to correct the anomaly as soon as possible. In any case, VS cannot be held responsible for any anomaly related to (i) a hardware or software failure of one or more elements of the Client's computer system or network, (ii) a refusal by the Client to collaborate with VS in resolving anomalies, (iv) an incompatibility between the Application and third-party hardware or software implemented by the Client, (v) a failure of electronic communication networks, a slowdown or congestion of the internet network, (vi) contamination of the Client's computer system by a computer virus, (vii) fraudulent intrusion into the Client's computer system, (viii) unauthorized intervention by VS of a third party on the Platform, and more generally (x) any voluntary act of degradation, maliciousness, sabotage, or deterioration due to force majeure.

5.1 Warning

In any case, it is recalled that, with regard to Services of an intellectual nature relating to consulting and decision-making assistance, the Service is provided (i) within the strict framework of an obligation of means, (ii) according to the information and needs expressed by the Client, (iii) from the Client's instructions, which directly condition the relevance and effectiveness of VS's Services, (iv) to the strict exclusion of any interference in the management of his professional and commercial activities by the Client, and in particular, to the strict exclusion of any participation in the Client's decision-making whatever it may be (strategic, organizational or commercial in particular).

The Client is the sole decision-maker of the strategies, marketing operations and campaigns he deploys and the actions to be implemented in response to VS's recommendations. In addition, VS's Services are exclusive of any legal or accounting advice, the Client being solely responsible for resorting to professionals of his choice for this purpose.

The subsequent use of the recommendations and indicators provided by VS is done under the sole responsibility of the Client, to whom it belongs to carry out the necessary verifications and validations, in particular in terms of relevance, efficiency or security, and to assess the adequacy of the results to his needs and his sector. Consequently, VS cannot be held responsible for any damages resulting from the use of the results and in particular from the interpretation and/or transformation of the advice provided.

5.2 Declarations and Guarantees

The Client guarantees that he has all the intellectual property rights allowing him to provide VS with his data. Consequently, the Client holds VS harmless from any recourse and undertakes to defend and indemnify VS for any damage, cost or conviction related to claims, proceedings or lawsuits brought by a third party alleging that a Consulting Data provided to VS infringes one of its rights, or by any public authority whatsoever.

The use of the License entails the granting to the Client of a personal, non-exclusive, non-assignable and non-transferable right to use the functionalities of the Application for his own account, in compliance with the Contract, for the duration of the Contract and its renewals, in return for and subject to the payment of the prices stipulated in the Order Form.

The Parties undertake to behave, towards each other as loyal and good faith co-contractors, and in particular to bring, as soon as possible, to the attention of the other Party any difficulty that it might encounter in the execution of their contractual obligations.

The Contract being concluded between distinct legal persons, the Parties remain and remain independent co-contractors. No provision of the GTC can be interpreted as authorizing one of the Parties and its representatives and agents to legally represent the other Party or to conclude legal acts in its name. Consequently, the collaboration that results from it cannot induce any confusion between them. Each Party assumes alone and at its own risk and peril the consequences of its activity and its operations, without being able to claim to make the other Party bear its own potential losses related to the execution of the Contract.

The Parties, each for what concerns them, declare and guarantee that the validation and execution of the Contract do not entail nor will entail any violation, termination or modification of any of the conditions or terms of all contracts or acts to which it is a party and that the Contract is not in opposition to any provision of said contracts or acts, and that they have the capacity to sign and execute the Contract in accordance with its terms.

6.1 In the event of a serious breach by one of the Parties to the essential obligations defined in the Contract and not repaired by the other Party within a period of thirty (30) calendar days from the receipt of a registered letter with acknowledgment of receipt notifying the alleged breaches, the Party having noted in writing the said breaches may proceed to the unilateral termination of the Contract, without judicial formality.

6.2 In the event of a dispute, VS may validly administer proof of the Client's actions using the connection and transmission logs recorded by it which alone will be authentic, in particular with regard to the date, nature and content of the data and processing and the anomaly reports, which the Client acknowledges.

10.1 Force majeure

In the event of force majeure, the obligations of the Parties will be suspended during the duration of this cause. Expressly, any event unforeseeable at the time of the formation of the Contract, the causes or effects of which are usually retained by the jurisprudence of French courts and tribunals, and that the Parties could neither avoid nor overcome at the time of its occurrence, making impossible the total or partial execution of the obligations provided for in the Contract is considered as a case of force majeure.

In such circumstances, the Party concerned warns the other Party in writing within forty-eight (48) hours of the date of occurrence of the events, the Contract being then suspended by operation of law without compensation, from the date of occurrence of the event.

If the event were to last more than sixty (60) calendar days from the date of occurrence thereof, the Contract may be terminated by the most diligent Party, without either Party being able to claim the granting of damages and interests.

10.2 Integrity of the agreement

The Client acknowledges having encountered no difficulty in understanding the terms and implications of this Contract, whatever the article or subject, and declares that he waives relying on any misunderstanding to contest partially or globally the effects of the Contract.

The concluded Contract therefore constitutes the entirety of the agreement between the Parties for its object and replaces all previous conventions and agreements, both written and oral, entered into between the Parties concerning the object of the Contract.

10.3 Indivisibility – Independence of stipulations

The nullity of any of the stipulations of the Contract, for whatever cause, does not affect the validity of the other stipulations resulting from the Contract, the Parties agreeing in this hypothesis to come closer in order to substitute as far as possible to the null or annulled provision a provision of equivalent effect and in conformity with the initial intention of the Parties.

10.4 Version – Translation

Depending in particular on the technologies it uses within the framework of the License, VS reserves the right to modify at any time and without notice the content of the GTC, which will enter into force from their sending to the Client. In the event of a substantial modification of the License, the Client will have the choice between accepting the application of the new provisions by continuing the Contract, or terminating this Contract by registered letter addressed to VS.

Any translation of the GTC will be provided for the Client's convenience only. In the event of inconsistency or contradiction between the French version and its possible translation, the French version will prevail.

10.5 Notification

The notifications and communications provided for in the Contract must be addressed (i) by registered letter with request for acknowledgment of receipt, or (ii) email with acknowledgment of receipt and reading.

The notifications and communications are validly addressed to the signatories of the Contract, at the coordinates stipulated in the header of the Contract.

10.6 Applicable law – Election of domicile

The contract, its validity, its interpretation and its execution are subject to French law.

VS elects domicile at its registered office.

10.7 Dispute resolution

In the event of a dispute relating to the Contract, the Parties undertake to make their best efforts to resolve it amicably. In the event of failure of the amicable resolution attempt, each Party expressly and irrevocably accepts to submit any dispute relating to the Contract, its validity, its interpretation and its execution to the exclusive jurisdiction of the Commercial Court on which VS depends, even in the event of summary proceedings, call in guarantee or plurality of defendants.

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