GENERAL TERMS AND CONDITIONS OF LICENSE
ARTICLE 1 : DEFINITIONS
The terms defined below and beginning with a capital letter have the meaning attributed to them in this article.
Subscription : means the subscription to the use of the Solution subscribed by the Final Customer under the subscription general terms and conditions accepted by the Final Customer.
Final Customer : refers to a natural or legal person who subscribed a Subscription.
General Terms and Conditions : means these general terms and conditions of license.
Data : means the information, publications and, in general, the data in the Final Customer database, the use of which is the subject of these General Terms and Conditions, which can be consulted only by Users.
Publisher : means the company Mozzaik 365 société par actions simplifiée with a capital of 131 808 €, whose headquarters is located 5, rue de Logelbach à Paris (75017), registered with the Paris Registry under No. 897 837 118 and that offers the Solution to the Final Customer.
Internet : refers to the set of interconnected networks, which are located in all regions of the world.
Intranet : refers to the computer network specific to a company or organization.
Microsoft 365 : means the productivity and collaboration suite published by Microsoft, which serves as the basis for Mozzaik365.
Application Service : means the service offered in SaaS mode by the Publisher, allowing the use of the Solution by the Final Customer.
SharePoint Online : means the subpart of Microsoft 365, published by Microsoft, which serves as the basis for Mozzaik365.
Solution : means the Mozzaik365 solution published by Mozzaik365, allowing the implementation of a digital workplace through an intranet portal or the webapp MODA allowing to create dashboards in Microsoft Teams App.
Tenant : means the instance provided to the Final Customer by Microsoft under the Microsoft 365 contract and used for Mozzaik 365.
User : means the person under the responsibility of the Final Customer (employee, servant, representative, etc.) and/or under its control, and who has access to the Application Service on his computer by virtue of a user license subscribed by the Final Customer in the frame of these General Terms and Conditions.
ARTICLE 2 : PURPOSE
The purpose of these General Terms and Conditions is to define the conditions under which the Publisher grants the Final Customer rights and services and in particular:
● A right to final use of the Solution under the conditions defined herein ;
● A set of services, in particular the installation and support of the Solution, as defined in these General Terms and Conditions.
ARTICLE 3 : FINAL CUSTOMER OBLIGATIONS
3.1 Respect of the prerequisites
For the Solution to function properly and for the installation services to be carried out correctly, the Final Customer must comply with the prerequisites defined the subscription general terms and conditions, if applicable.
3.2 Obligation of good use of the Application Service and the Solution
The Final Customer agrees that Users accessing the Application Service and the Solution shall not use them :
• in violation of any law, regulation or decision or decree of the public authorities ;
• in violation of the rights of others ;
• to attempt to gain unauthorized access to or disrupt services, data, accounts or networks ;
• to deliberately send spam or distribute malware ;
• in a manner that may harm or disrupt its use by another user ;
• and generally for any use that does not comply with any law, any regulation and any use in the computer field.
Any violation of the above rules of good use may result in immediate suspension of the Subscription of the use of the Application Service and the Solution.
ARTICLE 4 : INTELLECTUAL PROPERTY
The Publisher is the owner of all intellectual property rights relating to the Solution.
As such, the Publisher grants to the Final Customer a non-exclusive, non-transferable license to use and display the Solution for the sole purpose of enabling the Final Customer to use the Solution in accordance with the terms and conditions herein.
The Final Customer may only use the Application Service and the Solution in accordance with its needs and their documentation. In particular, the license to the Solution is granted for the sole and exclusive purpose of allowing the Final Customer to use the Application Service, to the exclusion of any other purpose.
The Final Customer may not make the Solution available to any third party other than an authorized User, and is strictly prohibited from any other use, in particular, but not limited to, adaptation, modification, translation, arrangement, distribution, decompilation, copying.
The Final Customer is prohibited directly or indirectly from:
- using the Application Service other than under the conditions expressly defined herein, in particular for purposes other than its own needs or those of the Users and/or outside the subscribed scope;
- allowing a third party (other than a User and a third-party provider of the Final Customer) to access and use the Application Service and / or the Solution ;
- copying, displaying in a frame or replicating on a mirror site all or part of the content of the Application Service, except on the Final Customer's or Users' own intranet, and/or delete all or part of the Application Service from the technical platform belonging to the Publisher, or attempt to do any of these;
- modifying, translating, creating derivative works of the Solution, performing reverse engineering, decompiling, disassembling, recreating a similar solution, even partially, attempt or allow third parties to perform such acts, except as provided by the law ;
- modifying, altering, or deleting the copyright notices, trademarks, or any other intellectual property privilege appearing in or on the Solution, or allowing it to be identified;
- selling, renting, sublicensing, making available or otherwise transferring and/or share all or part of the rights relating to the Solution and this, by any means whatsoever to any third party other than the Users ;
- introducing into the Solution any virus, robot, bot, any automated system or any other element of code, intended in whole or in part to disrupt or damage the Solution and/or alter, damage or erase any content, and/or recover or save information about the Solution ;
- using the Solution to record or transmit malicious code.
The Final Customer undertakes to ensure that all Users comply with the General Terms and Conditions.
The Final Customer is and remains the owner of all the data it uses via the Solution and of the results obtained by the Final Customer using the Solution.
Unless otherwise expressly stipulated, the Publisher and its licensors retain all right, title and interest in and to the Solution.
These rights are granted for the whole world territory unless otherwise stipulated and for the duration subscribed by the Final Customer within the framework of the contractual relationship existing between the Publisher and the Final Customer.
ARTICLE 5 : RESPONSIBILITY - INSURANCE
5.1 Responsibility
In case the responsibility of the Publisher would be sought under the General Terms and Conditions, it would be limited to the only compensation for direct damages subject to the Final Customer to bring the proof of fault. The Publisher shall not be liable for any indirect damage, operating loss, loss of savings, loss of customers, loss of image, loss of profit, loss of opportunity, etc. suffered by the Final Customer, as a result of its use of the Solution. In the event that it is recognized, the liability likely to be incurred by the Publisher shall be limited, all sums and all claims combined, to the amount (excluding taxes) paid by the Final Customer during the last twelve (12) months.
The Publisher shall not be liable for any damage resulting from a fault, negligence or omission of the Final Customer and/or a third party (and in particular from the Final Customer's failure to comply with any of its contractual obligations) and from a case of force majeure, as defined herein.
The Publisher shall not be held liable if the alleged infringement of a third party's intellectual property rights results from:
- an alteration or modification not authorized (in writing) by the Publisher, insofar as the infringement of the intellectual property rights in question would not have been constituted in the absence of the said alteration or modification;
- use of an outdated or dated version of the Solution after receipt by the Final Customer of a more recent non-infringing version, provided that the Solution would not have been infringing in the absence of the use of such an outdated or dated version; or
- use of the Solution in combination with any other software, hardware or product not supplied by the Publisher, unless such combination is expressly authorized or approved in writing by the Publisher or by the Documentation, provided that the Solution would not have been infringing in the absence of such combination preceding the event that caused the damage.
5.2 Insurance
The Publisher represents that it has adequate liability insurance coverage if its liability is incurred.
In view of the foregoing, the Final Customer shall be responsible for contracting such insurance as it deems necessary to protect itself against risks not expressly covered by the Publisher.
ARTICLE 6 : OWNERSHIP – WARRANTY
6.1 Data Ownership
The Final Customer is and remains the owner of all the Data it uses via the Application Service.
6.2 Ownership of SharePoint Online (only Mozzaik 365)
It is hereby reminded that the Mozzaik 365 Solution is a module of SharePoint Online, a subpart of Microsoft 365 Office, published by Microsoft. The Final Customer must therefore have a regular right to use the SharePoint Online solution in order to use the Solution. The right to use SharePoint Online is defined according to the policy of the publisher.
6.3 Solution Ownership
The use of the Solution does not confer on the Final Customer any property right on the Solution which remains the property of the Publisher. The temporary provision of the Solution shall not be analyzed as the transfer of any intellectual property right to the benefit of the Final Customer, within the meaning of the French Intellectual Property Code.
6.4 Peaceful Possession Guarantee
The Publisher declares and guarantees that it holds all the necessary intellectual property rights on the Solution necessary for its operation.
The Publisher guarantees the Client the peaceful enjoyment of the intellectual property rights granted in the context of the use of the Solution.
The Publisher guarantees that, to its knowledge, the Solution does not infringe any law, regulation or contractual provision of any kind whatsoever and that the production, marketing and operation of the Solution does not infringe the rights of third parties. and in particular does not constitute any infringement or act of unfair competition.
ARTICLE 7 : FORCE MAJEURE
The responsibility of either Party cannot be engaged in the event of the occurrence of cases of force majeure as defined by article 1218 of the civil code, case law and the French courts (it being understood that the internal strike does not cannot be considered as a case of force majeure) and its obligations affected by the force majeure will be suspended as long as this Party continues to use due diligence to resume the performance of its obligations.
The Parties agree that in the event of the occurrence of an event of force majeure, the Party invoking the event of force majeure (hereinafter referred to as the "Prevented Party") must notify the other party as soon as possible. Party (hereinafter referred to as the "Victim Party") by registered letter with acknowledgment of receipt, precisely describing the event invoked and communicating to the Victim Party all evidence and all elements of assessment concerning this event, its impact on performance of contractual obligations and its anticipated end date.
The other Party has the right to verify and control the reality of the alleged facts.
The Parties will then endeavor to take appropriate measures to mitigate and/or limit the consequences of the force majeure event and to seek alternatives allowing the same contractual objectives to be achieved. However, in the event of the persistence of the force majeure event beyond one (1) month from its notification by the Prevented Party, the Victim Party may terminate the Contract automatically in advance, in advance, without indemnity or notice, by simple sending of a registered letter with acknowledgment of receipt.
The Publisher will not be entitled to any additional payment (in addition to the price of the Services) for the performance of the Services that it will be able to continue to provide during the occurrence of a case of force majeure or due to the performance of its obligations under the Contract.
ARTICLE 8 : CONFIDENTIALITY
Each Party agrees not to disclose such documents, programs and information to any third party other than its employees, its insurance broker, its advisors or its auditors, unless it has obtained the prior written consent of the issuing Party, and to take all necessary steps to ensure that its personnel, or any authorized third parties, respect the confidentiality of such documents, programs and information.
As an exception, this confidentiality obligation shall not apply to documents, programs or information:
● the disclosure of which is made compulsory by a law, a regulation, by reason of a court decision or by reason of an express request from the social or tax authorities,
● publicly available on the date of their communication by the transmitting Party to the other Party, or which would become so after this date and without fault of the receiving Party
● already known to the Receiving Party at the time of their communication by the Sending Party
● transmitted to the Receiving Party with an express waiver of the obligation of confidentiality,
● provided to the Receiving Party without an obligation of confidentiality by a third party legitimately holding it,
● obtained by the Receiving Party through internal developments undertaken in good faith by members of its staff who did not have access to the information.
ARTICLE 9 : MISCELLANEOUS
9.1 Independence of the Parties
The General Terms and Conditions cannot be interpreted as a company relationship between the Parties, a management lease or even a subcontracting agreement.
9.2 Modification of the General Terms and Conditions
The General Terms and Conditions applicable to Final Customers are those in effect on the day where the Final Customer accepts them and subscribes to the Subscription. The Publisher reserves the right to modify the General Terms and Conditions at any time provided that the Final Customer is aware of this.
9.3 Title
In case of difficulty of interpretation between any of the present clauses and its title, the titles will be declared non-existent.
9.4 Nullity
If any of the stipulations of the General Terms and Conditions were to be null and void with respect to a rule of law in force or a judicial decision that has become final, it would then be deemed unwritten, but the other stipulations would retain their force and scope, provided that the invalid clause was not an essential and determining condition for one of the Parties to contract.
9.5 References
The Publisher is authorized to use the Final Customer’s reference in its marketing materials and publications to the extent that the content is related to the Services provided to the End Customer.
9.6 Domicile
The Parties shall elect domicile at their respective registered offices.
ARTICLE 10 : APPLICABLE LAW – LITIGATION
10.1 Applicable law
The General Terms and Conditions are governed by the French Law.
10.2 Litigation
The Parties wish to establish an amicable dispute resolution procedure. Thus, in the event of a dispute between the Parties, it will be the subject of a meeting with a member of the management of each Party, within a maximum period of thirty (30) days following receipt of a notification sent by one or other of the Parties by registered letter with acknowledgement of receipt. If the latter are unable to resolve the dispute at the end of their meeting, each of them shall be free to institute any legal proceedings under the conditions set out below in order to resolve the dispute.
ANY DISPUTE OR LITIGATION THAT MAY ARISE CONCERNING THE INTERPRETATION OR EXECUTION OF THE GENERAL TERMS AND CONDITIONS, AND THAT THE PARTIES ARE UNABLE TO RESOLVE AMICABLY, WILL BE SUBMITTED TO THE COURTS OF PARIS, TO WHICH THE PARTIES ATTRIBUTE EXCLUSIVE JURISDICTION, EVEN IN THE EVENT OF A WARRANTY CLAIM OR MULTIPLE DEFENDANTS. THIS CLAUSE OF CHOICE OF JURISDICTION, BY EXPRESS AGREEMENT OF THE PARTIES, ALSO APPLIES IN THE EVENT OF SUMMARY PROCEEDINGS.
ANNEX 1 : DESCRIPTION OF SERVICES - Mozzaik365
1. APPLICATION SERVICE
1.1 Mozzaik365 Subscription
The Mozzaik365 subscription includes:
• The right to use the Solution;
• The standard publisher support;
• The subscription to the Mozzaik365 information newsletter.
1.1.1. Operational functions of the Solution
The Mozzaik365 Solution offers several functionalities:
• SPFx webpart pack: set of webparts (SharePoint components allowing to enhance the native Microsoft solution) enabling the construction of different solutions (communication Intranet, collaborative site directory, knowledge management portal);
• Unified Experience;
• Configurator: portal hosted on the Mozzaik365 Azure instance, allowing to configure Mozzaik365 for the Client instance;
• Site factory.
The functionalities chosen by the Client among those mentioned above are defined in the Special Conditions. The Solution is regularly updated by the Publisher in order to accommodate new functionalities and adapt to changes made by Microsoft on the Microsoft 365 Tenant. The Client may add, modify or delete portal content (files, images, articles, etc.) but may not modify the elements that are part of the Solution (scripts, CSS, page templates).
1.1.2. Standard publisher support
To maintain and guarantee the functioning of the Mozzaik365 Solution, support is made available to the Client. In order to ensure timely support for support requests, exchanges are exclusively done by email through the following address: support@mozzaik365.com.
This support is provided in French, Monday through Friday, from 9:30 a.m. to 5:00 p.m. (French time).
1.2 Installation of the Solution
The installation of the Solution is carried out in three (3) steps:
a. Step 1: Preparation of the Client Tenant: this step is carried out by the Client administrator with detailed documentation and support from the Mozzaik team of the Publisher. This step allows the choice of a deployment mode, the creation of a Mozzaik service account, the creation of an application catalog on the Client Tenant and the positioning of Client administrators as Mozzaik administrators. The Publisher’s service consists of providing (i) the installation and proper functioning prerequisites for the Solution and (ii) the installation documentation as well as providing support for the Client teams in charge of the installation.
b. Step 2: Installation of the Solution: this step is carried out by the Publisher.
c. Step 3: Customization of the Solution (optional): this step is carried out by the Client or by a third party at the Client's request.
2. SUPPORT
Any other service is deemed excluded from the standard support service, including, without limitation, the implementation of enhancements, such as changes to the configuration of Mozzaik365 or SharePoint components to meet the Client's business needs. These services, not provided for in the Contract, may be provided by a Partner of the Publisher under technical and financial conditions to be determined in a separate contract.
Furthermore, the Publisher shall not be responsible for support in the following cases:
• Client's refusal to collaborate with the Publisher in resolving anomalies and, in particular, to respond to questions and requests for information;
• Use of the Application Service in a manner that is not in accordance with its purpose or documentation;
• Unauthorized modification of the Solution by the Client or a third party;
• Client's failure to meet its obligations under the Contract;
• Implementation of any software, applications or operating systems that are not compatible with the Application Service;
• Failure of electronic communication networks;
• Failure of the Microsoft 365 base;
• Act of deliberate degradation, malice or sabotage;
• Damage due to a force majeure event.
At the Client's request, the Publisher may nevertheless address malfunctions caused by the aforementioned cases at the Publisher’s current rate on the date of intervention.
3. SERVICES NOT INCLUDED IN THE CONTRACT
Any service not expressly provided for in the Special Conditions is deemed excluded from the Contract, including, without limitation:
• assistance with the configuration of Mozzaik365 (rights, security, data flow connection, etc.);
• configuration of desired Intranets (navigation, sections, content, page layout, graphic design, etc.);
• support for the Microsoft 365 scope other than Mozzaik365: ADD synchronization, technical problem with Exchange, etc.;
• assistance, training for the use of Microsoft 365 or Mozzaik365 tools.
The aforementioned services may be provided by the Publisher under technical and financial conditions to be determined by the Parties."
ANNEX 2 – SERVICES LEVEL AGREEMENT - MODA
1. APPLICATION SERVICE
1.1 Subscription to MODA
The MODA subscription includes:
- The right to use the Solution ;
- Standard publisher support ;
- Subscribing to the MODA newsletter.
1.1.1. Operational functions of the Solution
The MODA Solution offers several functionalities:
- Enterprise dashboard: Dashboards created with a set of widgets to improve the user experience in Teams. Enterprise dashboards are intended to be deployed for a population of the client enterprise.
- Personal Dashboard : Dashboards that any user of the Client can create, including a set of widgets designed to enhance their personal experience.
- Settings for User Rights: Define the features that the Client's users can access.
- Metric parameters: A set of usage metrics.
- Configurator: A portal hosted on the Azure instance of Mozzaik365 that allows you to configure Mozzaik365 and MODA for the Customer's instance.
The Solutions are regularly updated by the Publisher to integrate new features and adapt to the changes made by Microsoft on the Office 365 Tenant. The Client may add, modify or delete the content of the dashboards (position of the widgets, size, images, etc.), and deploy dashboards to populations, or modify the rights of users but may not modify the elements that are part of the Solutions (scripts, CSS, page template).
1.1.2. Standard Publisher Support
To maintain and guarantee the operation of the Mozzaik365 Solution, support is made available to the Client. In order to ensure that support requests are handled quickly, exchanges are made exclusively by email at the following address: support@mozzaik365.com.
This support is provided in French, Monday to Friday, from 9:30 a.m. to 5:00 p.m. (French time).
1.2 Installing the Solution
The installation of the solution is done in four (4) steps:
a. Step 1: Preparation of the Tenant Client : this step is carried out by the Client's administrator with detailed documentation and the support of the Publisher's MODA team. The Publisher's service consists of providing the prerequisites for the installation and proper functioning of the Solution and the installation documentation as well as providing support to the Client's teams in charge of the installation.
b. Step 2: Installation of the Solution : this step is carried out by the Customer or by a third party at the request of the Customer from the Microsoft Teams Store.
c. Step 3: Activation of the Solution: this step is carried out by the Publisher.
d. Step 4: Customization of the Solution (optional): this step is carried out by the Client or by a third party at the request of the Client.
2. SUPPORT
Anomaly related to a malfunction of a secondary software function, which does not prevent the operational maintenance of the product.
Best effort
Any other services shall be deemed excluded from the standard support service, including, without limitation, the implementation of enhancements, such as changes to the MODA configuration to meet Customer's business needs.
In addition, the Publisher shall not be liable for assistance in the following cases :
- Refusal of the Client to collaborate with the Publisher in the resolution of anomalies and in particular to respond to questions and requests for information ;
- Use of the Application Service in a manner that is not consistent with its purpose or documentation ;
- Unauthorized modification of the Solution by the Client or a third party ;
- The Client's failure to comply with its obligations under the Agreement ;
- Implementation of any software, application or operating system that is not compatible with the Application Service ;
- Failure of electronic communication networks ;
- Microsoft 365 database failure ;
- Act of wilful damage, malice or sabotage ;
- Damage due to a force majeure event.
At the Client's request, the Publisher may nevertheless address malfunctions caused by the aforementioned cases at the Publisher’s current rate on the date of intervention.
3. SERVICES NOT INCLUDED IN THE CONTRACT
Any service not expressly provided for in the Special Conditions is deemed excluded from the Contract, including, without limitation :
- Assistance with the configuration of MODA (rights, security, connection of data flows, etc;)
- The configuration of the desired Dashboards and Intranets (navigation, sections, content, layout, graphic design, etc;)
- Support for Microsoft 365 scope other than MODA : ADD synchronization, technical problem with Exchange, etc.
- Assistance, training in the use of Microsoft 365 tools.