Terms of use

Last Updated: January 12, 2021

END-USER TERMS AND CONDITIONS OF USE

The EVERREADY.AI Company (hereinafter “EVERREADY.AI”) publishes, markets, and operates the EVERREADY.AI software solution (the “Software”) which is used to update Client CRM, suggest next best sales action, provide activities and forecast overview (the “Services”) between persons using the Software and/or the Services (the “User(s)”) equipped with a compatible terminal (smartphone, tablet, computers equipped with IOS, Android or Windows operating systems) (the “Terminal”).
The User has access to the Services via private or public use of the Software (“EVERREADY.AI Use”), implemented by the User under the User License (as defined hereafter).

1. Purpose

These Terms and Conditions define the terms of access and use of EVERREADY.AI by the Users during a EVERREADY.AI Use(s) for their personal use under the User License (the “Agreement”). EVERREADY.AI and the User shall be hereinafter designated as the “Parties”. The provisions of these Terms and Conditions of Use shall also govern all updates and/or upgrades provided by EVERREADY.AI, which might replace and/or add to the Software version currently in use when these Terms and Conditions come into force unless such updates and/or upgrades are subject to a separate licensing agreement. The foregoing also applies to any additional User Generated Content (as defined hereafter).

2. Acceptance of the Terms and Conditions of Use and Service access

Use of the Software and/or Services is subject to the User’s prior unconditional acceptance of these Terms and Conditions of Use.
The User hereby declares that he/she has read and accepts the Terms and Conditions of Use before using the Services for the first time.
Whatever the circumstances, any use of the Software and/or part or all of the Services, implies the User’s unconditional express acceptance of the Terms and Conditions of Use.
The User hereby accepts these Terms and Conditions of Use as an indivisible whole and may not chose to apply them only in part or accept them with reservations.

Consumer User
Pursuant to Article L.121-21-8 of the Consumer Code and due to the nature of the Services, the User expressly waives the 14-day retraction period.
Access to the Software and/or the Services by legal minors is subject to prior authorization of the minor’s holders of parental authority, who shall be responsible for the User’s compliance with these Terms and Conditions of Use.

3. Conditions of Use – Software

When using the Software for the first time, the User shall create a personal EVERREADY.AI account which enables him/her (i) to access his/her “Profile”, (ii) to connect to any Terminal in order to create or join a EVERREADY.AI Use (the “User Account”).
Entering false, inaccurate, illegitimate, out of-date or incomplete information or a User name containing abusive, defamatory, violent, or obscene words, or more generally contrary to public order and morality, may lead to the suspension or deactivation of the User Account by EVERREADY.AI.
The User hereby undertakes to keep his/her identifiers and passwords strictly confidential and not to disclose them to any third party, to avoid intrusion or fraudulent User Account use. EVERREADY.AI shall not be liable for any third-party use of a User Account through unauthorized access to the User’s identifiers and passwords, by whatever means.
The User hereby undertakes not to create or to use accounts other than the account which was originally created, whether by using his/her own identity or that of a third party, unless with EVERREADY.AI’s express prior authorization.
Creating or using new accounts under the User’s own identity or under a third-party identity, without EVERREADY.AI’s express prior authorization, may lead to the immediate suspension or deactivation of the User’s accounts. After using EVERREADY.AI for the first time, the User will receive an email confirming the creation of the User-Account including the Terms and Conditions of Use. The User Account is strictly personal and gives the User access to the Services in the course of any EVERREADY.AI Use organized by any User holding a User License or valid Third-Party License.

4. Conditions of use – Services

The User hereby undertakes to access and use the Software and/or the Services in compliance with the provisions of these Terms and Conditions of Use, and according to any applicable statutory and regulatory provisions.
The User hereby undertakes not to access the Services by any means other than that provided by EVERREADY.AI, except with EVERREADY.AI’s express prior authorization contained in a separate agreement.
The User hereby acknowledges that the Software may only be accessed and used as part of a EVERREADY.AI Use for its professional means (internal organization, customer relationship and for any event carried out on its behalf).
The User prohibits himself to resale (i) the Software; (ii) products or services based on the Software or incorporating all or part of the latter (with the exception of services provided by EVERREADY.AI Partner duly certified or authorized for this purpose by EVERREADY.AI);

5. Intellectual Property

EVERREADY.AI shall retain the entirety of its intellectual property rights, including all trademarks, patents, utility models, discoveries, know-how, copyright, software applications, their documentation and preparatory work, data bases, data base producer’s rights, drawings and models, company names, trade names, business names and/or domain names including any moral rights related to the foregoing (the “Intellectual Property Rights”) pertaining to the Software, its interface, its documentation, and any right of intellectual property attached to any future EVERREADY.AI Services.
The Terms and Conditions of Use imply no transfer of Intellectual Property Rights to the User.
EVERREADY.AI grants to the User a personal, non-exclusive, non-transferable, non-sublicensable rights to (i) access the Services during a EVERREADY.AI Use under one User License, accessed via the User’s Terminal and (ii) use the Software via one User Account at any time anywhere in the world (the “User License”), subject to the User’s full payment of the applicable EVERREADY.AI sale offer, as the case may be.
By way of consequence, the User may not copy, disclose, disseminate, represent, adapt, translate, modify, decompile, sell, or sub-license any or all of EVERREADY.AI’s Intellectual Property Rights, whatever the purpose, medium, duration, territory or means of communication involved, without EVERREADY.AI’s express prior written consent.

6. User-Generated Content

The User may use the Software and/or Services to generate, host and transfer content, including without limitation any creative work, text, diagram, logo, graphic design, photographic image, illustration and/or animated picture which can be viewed by other users during a EVERREADY.AI Use and enabling (if applicable) identification of the User (the “User Generated Content”).
The User hereby declares that he/she holds the Intellectual Property Rights pertaining to the User Generated Content and/or holds all the rights and authorizations required to allow the User Generated Content to be used; copied, represented and disseminated via the Software and/or Services within the territory in which the EVERREADY.AI Use is implemented.
The User owns its Generated Content and acknowledges he/she has full liability for the User Generated Content and more generally for any data that he/she has created, modified, deleted, hosted or transferred via the Software and/or the Services.
The User hereby undertakes not to upload, download, host, display or transmit via the Software and/or the Services any User Generated Content liable to contain (i) any virus, Trojan horse and/or malware or spyware and/or (ii) any material which constitutes or encourages conduct that could be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law and/or contain any material which is defamatory, obscene or offensive.

7. Personal Data

When performing the Services, EVERREADY.AI, acting as data controller, collects and processes information concerning the Users and/or belonging to the Users, and/or personal data allowing, directly or indirectly, their identification (“Personal Data”).
Personal Data required by EVERREADY.AI with regard to the Purposes (as defined below) are as follows: User’s name, surname phone number and email address.
In the event where the User chooses a photograph enabling identification of the User, the User: – undertakes to choose a photograph where the User appears alone or to obtain the prior consent of any other identifiable person on such photograph; – grants EVERREADY.AI the worldwide, nontransferable, non-exclusive rights to use, reproduce and display the User’s photograph for the duration of the Services, for the purposes of providing the Services during a EVERREADY.AI Use.
Purposes: The Parties declare and acknowledge that Personal Data collected for creation of the User Account and access or use of the Services are necessary for the provision of the Services, the processing of Users’ inquiries and the performance of this Agreement.
Thus, EVERREADY.AI commits to only use Personal Data for the following purposes (“Purposes”):
– to create, manage and administer the User Accounts;
– to host the User Generated Content;
– to identify the Users and to enable EVERREADY.AI Use organizers to interact with their Users during the implementation of a EVERREADY.AI Use;
– to ensure secure access to the User Generated Content;
– to inform Users of any changes to Software functionalities or to the Terms and Conditions of Use; – to enable performance of the Services available
– to carry out statistical analyses of the Users’ Software use in order to improve Service access and use;
– to respond to User questions;
– to send Users a newsletter or information on EVERREADY.AI products and their features.

Data retention:

EVERREADY.AI shall store Personal Data as long as the User Account is active. From the date of the User Account deactivation, EVERREADY.AI may retain Personal Data for the necessary duration to comply with any legal or regulatory requirements (including but not limited to purposes of proof) which may compel EVERREADY.AI to (i) retain Personal Data or to (ii) respond to any requirements from competent authority (supervisory authority, law enforcement agencies, etc.). If need be, EVERREADY.AI may retain Personal Data in an anonymized form. Personal Data required by EVERREADY.AI with regard to the Purposes (as defined below) are as follows: User’s name, surname phone number and email address.
In the event where the User chooses a photograph enabling identification of the User, the User: – undertakes to choose a photograph where the User appears alone or to obtain the prior consent of any other identifiable person on such photograph; – grants EVERREADY.AI the worldwide, nontransferable, non-exclusive rights to use, reproduce and display the User’s photograph for the duration of the Services, for the purposes of providing the Services during a EVERREADY.AI Use.
Purposes: The Parties declare and acknowledge that Personal Data collected for creation of the User Account and access or use of the Services are necessary for the provision of the Services, the processing of Users’ inquiries and the performance of this Agreement.
Thus, EVERREADY.AI commits to only use Personal Data for the following purposes (“Purposes”):
– to create, manage and administer the User Accounts;
– to host the User Generated Content;
– to identify the Users and to enable EVERREADY.AI Use organizers to interact with their Users during the implementation of a EVERREADY.AI Use;
– to ensure secure access to the User Generated Content;
– to inform Users of any changes to Software functionalities or to the Terms and Conditions of Use; – to enable performance of the Services available
– to carry out statistical analyses of the Users’ Software use in order to improve Service access and use;
– to respond to User questions;
– to send Users a newsletter or information on EVERREADY.AI products and their features.

Compliance:

The automatic collection and processing of Personal Data by EVERREADY.AI has been duly declared with the French data protection authority (CNIL), pursuant to the provisions of French law 78-17 of 6 January 1978 on “Information technology, data files and civil liberties” (the “Information technology and Civil Liberties Law”) and Personal Data are processed by EVERREADY.AI in compliance with the provisions of Regulation EU n°2016/679 “GDPR” of 27 April 2016 (the Information technology and Civil Liberties Law and the GDPR are collectively referred to as “Data Protection Legislation”).

Security:

EVERREADY.AI attaches the utmost importance to User Personal Data confidentiality and has implemented organizational and technical measures intended to ensure the Personal Data security. However, since Internet is not a fully secured network, EVERREADY.AI cannot warrant complete security of electronic transmissions through the Internet and integrity of Personal Data.

Recipients:

Personal Data is provided by the User for EVERREADY.AI’s exclusive use and/or by any company controlled by EVERREADY.AI, controlling EVERREADY.AI or under common control.
The User chooses to whether or not share its Personal Data with the other users of the same EVERREADY.AI Use.
The User is informed that Personal Data relating to the creation of the User Account (last name, first name, telephone number and e-mail address of the User) may be communicated to the Administrator for:
-administrative, accounting or financial management of subscriptions to the Software;
-deployment of the Software within the structure of the holder of a Third Party License;
-the creation of EVERREADY.AI Uses.

The User hereby acknowledges and expressly accepts that all or part of the usage data and content generated by the User (e.g. comments, quiz results, etc.) will be forwarded to the EVERREADY.AI Use organizer in order to (i) ensure the perfect performance of the said EVERREADY.AI Use and (ii) to ensure interaction between the Users. The User is informed that all or part of Personal Data processing relating to the Services may be carried out by subprocessors which undertake to perform such processing activities in accordance with the provisions of the Data Protection Legislation and ensure an appropriate level of security.

Transfer:

In the event where EVERREADY.AI transfers Personal Data to a country for which the European Commission has not provided an adequacy decision, EVERREADY.AI shall provide appropriate safeguards in order to ensure the ongoing confidentiality and integrity of Personal Data in accordance with article 46 of the GDPR. EVERREADY.AI undertakes to only select data processors which provide appropriate safeguards with regard to the security, integrity and confidentiality of Personal Data

Users’ Rights:

in accordance with the provisions of the Data Protection Legislation (in particular articles 15 to 22 of the GDPR), the User, at any time, has the right to request from EVERREADY.AI deactivation of the User Account, access to and rectification or erasure of Personal Data or restriction of processing concerning the User or to object to processing (including newsletters or direct marketing from EVERREADY.AI or its partners) as well as the right to data portability.
The User may exercise its rights by clicking on the unsubscribe link contained in such notification emails or by notifying EVERREADY.AI of his/her intention by email contact@everready.ai.
The User may lodge a complaint with the French supervisory authority: Commission Nationale de l’Informatique et des Libertés – 3 Place de Fontenoy – TSA 80715 – 75334 PARIS CEDEX 07.
To maintain the ongoing security and confidentiality of Personal Data, EVERREADY.AI reserves the right to request from the User the provision of additional information necessary to confirm the User’s identity, prior to the exercise of the above-mentioned rights (such information shall be erased within thirty (30) days from reception by EVERREADY.AI).
In the event of unfounded or excessive User’s requests (in particular because of their repetitive character), EVERREADY.AI reserves the right to charge a fee or to refuse to act on request, when such requests are subsequent to a prior request relating to the same subject matter which was duly processed by EVERREADY.AI. EVERREADY.AI has appointed a Data Protection Officer: contact@everready.ai

8. Cookies

The User is hereby informed that cookies may be installed on his/her Terminal to improve access to and use of the Software and Services.
A cookie is a non-executable text file installed on the User’s Terminal when using the Software.
The User is hereby notified and acknowledges that installing the cookies allows EVERREADY.AI to offer the User personalized content (e.g. history of the User’s connections and use of the Services).
The User may at any time withdraw his/her consent for the installation of cookies by notifying EVERREADY.AI of his/her intention by email addressed to contact@everready.ai or by configuring the Terminal settings.
The User hereby declares and acknowledges that refusal to install the cookies or deletion of the cookies may negatively impact the quality of access to or provision of the Services

9. Confidentiality

The Parties hereby undertake to maintain the confidentiality of confidential information of any kind that may be exchanged, collected or generated during use of the Software and the provision of the Services, for the entire duration of the User License and for a period of five (5) years starting from the end of the User License, whatever the circumstances.
To this end, the Parties shall refrain from communicating any of this information on any grounds whatsoever, in any form whatsoever and for any purpose whatsoever (except for the Administrator’s in-house use) and shall undertake to ensure that all its directors, employees, agents and subcontractors, as the case may be, shall comply with this obligation.
The Parties shall not be bound under the terms of this Article with regard to confidential information for which the receiving Party can prove:
– that the information was disclosed after prior written authorization from the other Party or that the disclosure was made by the said other Party;
– that this information was in the public domain when it was passed on by the other Party, or that it entered the public domain after being communicated without the receiving Party committing any fault;
– that this information was received lawfully from a third party not subject to any confidentiality obligation;
– that on the date on which this information was communicated by the other Party, it already possessed this information;
– that the disclosure of the information was ordered pursuant to a mandatory legal or regulatory provision, or to a definitive legal decision rendered by a court with relevant jurisdiction.
The Party which is subject to a disclosure obligation of this kind must, as soon as possible, notify the other Party in advance of any disclosure in order to allow the other Party to take any protective measures against any disclosure, and, where applicable, request the implementation of all the measures or procedures necessary to protect the confidentiality applicable in this instance. The aforementioned exceptions are not cumulative.

10. Warranty

To the extent permitted by law, the Software is provided “as is”, which the User hereby acknowledges and accepts.
Due to the very nature of the Internet and of mobile telephone networks, EVERREADY.AI offers no warranty that the User will enjoy permanent and uninterrupted access to the Services at all times.
In that respect, EVERREADY.AI hereby undertakes to make every effort to provide the User with the following level of service: availability >99% on working days from 8H to 20H.
EVERREADY.AI offers no warranty that the Software and/or the Services are exempt from faults, errors or bugs and that they will operate without interruption.
Users are therefore reminded that they must take all necessary precautions (including regular back-ups) to minimize any damage that may be caused by possible service interruptions or loss of data due to Software use.
The User shall make sure they have access to a Terminal which is compatible with the technical specifications listed in the documentation and is equipped with an updated operating system.
EVERREADY.AI offers no warranty that the Software and/or the Services will operate correctly on a non-compatible Terminal, which the User hereby expressly acknowledges.
EVERREADY.AI offers no warranty as regards the veracity, currency or comprehensiveness of the User Generated Content and/or of any data or information stored, hosted, displayed, disseminated and transmitted in the course of a EVERREADY.AI Use.

11. Liability

EVERREADY.AI shall not be held liable for indirect and intangible prejudices (such as loss of business, loss of clientele, loss of opportunity, etc.), which is expressly
accepted by the Client.

The Client is solely and fully liable for the use of the Service.

In all circumstances, it is expressly agreed by the Parties that, subject to the applicable regulation, the total, for all causes combined, of the compensation, damages and costs of all kinds which may be assumed or paid by EVERREADY.AI for the benefit of the Client, subsequent to a definitive decision endered by a court of competent jurisdiction, cannot exceed an overall maximum amount for all disputes combined whose value is equal to the amounts excluding VAT paid by the Client to EVERREADY.AI under the terms of the disputed Order over the course of the twelve (12) months prior to the occurrence of the event giving rise to the liability.accepted by the Client.

12. Termination

The User may cease to use the Software and/or the Services at any time. The User shall be responsible for notifying EVERREADY.AI of his/her intention to terminate the Agreement, by email sent to contact@everready.ai.
EVERREADY.AI will then send an email confirming the termination.
The Parties expressly agree that the Terms and Conditions of Use may be immediately terminated by EVERREADY.AI and the User Account closed as of right, without the sending of formal notice and without prejudice to EVERREADY.AI’s exercise of any other rights and remedies:
– if the User has failed to meet any of his/her obligations hereunder;
– if the User has infringed the provisions of Article 5 on “Intellectual Property”;
– if the User has made use of the Software and/or the Services in violation of these Terms and Conditions of Use and/or of the User License;
– in the event of termination of the User License;
– if the User has made use of the Software and/or of the Services in violation of the law or of the applicable regulations. Articles 5 (Intellectual Property), 8 (Personal Data), 10 (Confidentiality), 11 (Warranty), 12 (Responsibility), shall continue to apply as from the date of cancellation or termination of the Terms and Conditions of User, for whatsoever reason.
Within three (3) working days of the User receiving notification of the User License termination, for whatever cause, sent by EVERREADY.AI by email to the address recorded in the User Account, the said User Account will be cancelled, and access to the Services will be interrupted.
The User shall be responsible for implementing all backups of data in the User Generated Content in the period between the notification of termination of the User Account and the termination date, as the User Generated Content will be permanently deleted as from the termination date.accepted by the Client.

13. Changes to the Services and Terms and Conditions of Use

EVERREADY.AI wishes to draw the User’s attention to the fact that EVERREADY.AI’s technology and the type of Services available are subject to change.
The User is therefore hereby informed that EVERREADY.AI may implement any Software and Service changes, particularly with regard to certain functionalities, required by evolving technologies, without any loss of quality or changes to fundamental Service characteristics for the User. EVERREADY.AI therefore reserves the right to modify these Terms and Conditions of Use in line with the changes implemented in the Software and/or the Services.
Any changes to the Terms and Conditions of Use related to the Software and/or the Service specifications shall be sent to the User (i) by email with a link to the modified Terms and Conditions of Use in a PDF or similar compatible format (ii) as a pop-up display on the Terminal screen when the Software is launched, making Software use subject to User acceptance of the modified Terms and Conditions of Use.
Using the Software and/or the Services after notification of the modified Terms and Conditions of Use shall imply unreserved acceptance of the said changes.

14. Election of domicile – Applicable law and competent jurisdiction

The Order, Subscription, GTCS and the use of the Service are exclusively subject to FRENCH LAW. All provisions stated in the Vienna Convention on the international sale of goods are excluded. Any dispute and/or demand relating to the dispute which is not resolved amicably shall be submitted, subject to the applicable regulation, to a court of competent jurisdiction under the jurisdiction of the Nanterre Court (FRANCE).