General Terms Of The Agreement

HEXAGONE is a French société par actions simplifiée, registered office at 49 rue de Ponthieu, 75008, Paris, France, registered under number 839 186 913.  

HEXAGONE is a software and services company dedicated to providing, among others, multi-channel content authoring and digital asset management solutions. HEXAGONE owns, hosts, operates and markets :

• A no-code platform, called CAM, that allows its users to easily and autonomously create digital assets for the life sciences industry¹ (hereinafter “CAM”);

• A PC and iPad application that allows to visualize CLM presentations created via CAM on an Ipad (hereinafter “CLM”).

(hereinafter the “Platforms”).  

CLIENT wishes to access and use CAM and/or CLM.  

These terms (hereinafter referred to as the “General Terms”) form part of the online subscription agreement and contains the terms and conditions that govern access to and use of the Platform(s) by CLIENT (hereinafter referred to as the “Agreement”). along with the:

• Subscription Terms  
• Platform Use Terms
• Service Level Agreement
• Data Charter
• Privacy Policy

This Agreement and the General Terms take effect immediately after clicking an “I Accept,” “Sign up” or similar button or check box presented with these terms (the “Effective Date”). By accepting this Agreement and the General Terms, CLIENT agrees to be legally bound by theirterms and conditions. The signatory of these General Terms  represents to have legal authority to bind CLIENT.  

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1. DEFINITIONS

The defined terms used in this Agreement will have the meanings set forth hereunder, when having a first capital letter:

• “AI Features” refers to third-party artificial intelligence, machine learning, or similar generative technologies integrated into CAM.

• “Authorized User” refers to the individuals who are designated by CLIENT to use the Platform. Authorized Users are limited to employees, consultants, contractors and agents of CLIENT or its affiliates.  

• “Confidential Information” refers to:
  • any information which relates to: information regarding financial and/or business operations, including, but not limited to, marketing and product plans, concepts, business plans, financial condition, employees, inventions, algorithms, decision technology and/or models, processes, designs, specifications, drawings, samples, improvements, developments, applications, engineering, manufacturing and marketing data and plans, software code (object and source), security procedures and approaches, know-how, experimental work, distribution arrangements and/or trade secrets;
  • any Content upon which a Party owns intellectual property rights;
    any information which (i) either party has marked as confidential or proprietary, (ii) either Party, orally or in writing has advised the other Party is of a confidential nature or (iii) due to its character or nature, a reasonable person in a like position and under like circumstances would treat as confidential.
  • Such Confidential Information may be produced in a variety of forms, including but not limited to:  any and all verbal, electronic, and/or written communications (whether in the form of slides, handouts, letters, memoranda, agreements, facsimile transmissions, meetings, conference and other telephone calls, diskettes, files, tapes, and/or any other mode) and/or related concepts, proposals, data sources, pricing, schedules, development efforts (including source code, object code and/or documentation), numerical data processing algorithms, product and software design specifications.
  • The following information shall not be construed as Confidential Information, when it:
    • is or becomes a part of the public domain through no act or omission of the receiving Party; or
    • was in the receiving Party's lawful possession prior to the disclosure and had not been obtained by the receiving Party either directly or indirectly from the disclosing Party; or
    • is lawfully disclosed to the receiving Party by a third party without restriction or disclosure; or
    • is independently developed by the receiving Party.
• “Configuration” refers to the hardware, software and/or network required to access and use the Platform.

• "Content" refers to any texts, power points, scripts, databases, graphics, photos, sounds, music, videos, audiovisual combinations, software, interactive features and other materials.

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• “Controller”, refers to the data controller as defined under article 4 (7) of the GDPR.

• “Generated Content” refers to any Content that may be created by CLIENT in the course of using the Platform. The Generated Content is provided in HTML format and is fully compatible for direct use with the business solutions listed in Appendix 1.

• “Documentation” refers to the user guide for the Platforms describing the features of each Platform and providing guidance on access and use of the Platforms, which is accessible online at https://hexagone-support.crisp.help/en/ when logged in to the platform,  as updated from time to time by HEXAGONE.

2. FEES AND PAYMENT TERMS

• “CLIENT Content” refers to any Content on which CLIENT owns Intellectual Property Rights.

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2.1 The Fees are calculated pursuant to the number of Authorized Users and the price list accessible at <URL>. The Fees shall be paid in Euros.  

• “Electronic Records” refers to HEXAGONE’s electronic record, including but not limited to system logs, access records, usage data, audit trails, database entries, email communications, and any other data or information created, stored, or transmitted by the Platforms or HEXAGONE’s systems.

2.2 Any and all payments made by CLIENT pursuant to the Agreement are non-refundable.

• “Fees” refers to the applicable price payable for the Subscriptions purchased by CLIENT to HEXAGONE. The Fees are calculated per Authorized User and are accessible at <URL>. Fees may be increased from time to time by HEXAGONE, provided that such increase applies only to next month subscription.

• “Service Level Agreement” refers to the level of availability of the Platform.

2.3 CLIENT agrees that HEXAGONE’s obligations hereunder are contingent upon CLIENT’s payment of the Fees to HEXAGONE.

• “Force Majeure” refers to (i) any event construed as force majeure pursuant to article 1218 of the French civil Code.

2.4 The Fees must be paid upfront via stripe or wire transfer, every beginning of a Term of Subscription.

• “GDPR” refers to the regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016.

2.5 Any Fees payment not received from CLIENT by the due date shall accrue interests pursuant to article L. 441-6 of the Code of commerce.

• “Intellectual Property Rights” refers to all and any the intellectual property rights, including any patents, inventions, trademarks, service marks, trade names, logos, domain names, business names, rights in designs (including registered designs and design rights), copyright (including rights in computer software and moral rights), database rights, rights in know-how and all other intellectual property rights, in each case whether registered or unregistered and including applications for grant of any of the foregoing and all rights or forms of protection having equivalent or similar effect to any of the foregoing which may subsist anywhere in the world now or in the future.

2.6 If CLIENT’s payment is overdue (except with respect to Fees then under reasonable and good faith dispute), in addition to any of its other rights or remedies, HEXAGONE reserves the right to suspend or cancel performance of the Services provided to CLIENT, without liability to HEXAGONE, until such Fees are paid in full.

• “Malicious Code” refers to viruses, worms, time bombs, trojan horses and/or other harmful or malicious code, files, scripts, agents or programs.

2.7 All Fees due under this Agreement do not include any taxes associated with CLIENT’s purchases hereunder and are exclusive of VAT and any other similar taxes, duties or levels or other deductions or withholdings, which taxes shall be payable at the rate and in the manner prescribed by applicable law.  

• “Platform Suspensions” refers to any downtime or unavailability of any portion or all of a Platform for any reason, whether scheduled or unscheduled.  

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3. LIABILITY

• “Subscription” refers to the purchase of licences by CLIENT to grant access to a certain number of Authorized Users to use and access the Platform(s). The

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• Subscription Fees are accessible at <URL>. Access and use of CAM or CLM require a Subscription for each and per Authorized User.
• “Subscription” refers to the purchase of licences by CLIENT to grant access to a certain number of Authorized Users to use and access the Platform(s). The Subscription Fees are accessible at <URL>

3.1 This section sets out the entire liability of HEXAGONE under the Agreement (including any liability for the acts and omissions of its employees, agents and subcontractors) arising as a result of any breach or delay in the performance of its obligations under the Agreement, negligence or otherwise arising under or in connection with this Agreement.‍

• “Suspensions” refers to any downtime or unavailability of any portion or all of CAM or CLM for any reason, whether scheduled or unscheduled.

3.2 Notwithstanding any other provision herein, HEXAGONE does not exclude nor limit its liability for (i) death or personal injury caused by its negligence, (ii) fraudulent misrepresentation or the tort of deceit or (iii) breach of its confidentiality obligations under this Agreement.

• “Term of Subscription” refers to the duration of a Subscription. The Term of Subscription is one month, from the 1st day of the month to the last. Each subscription is automatically renewed at the end of each month for another month unless CLIENT informs HEXAGONE of its wish to end a Subscription during the relevant Term of Subscription.  

3.3 The total aggregate liability of HEXAGONE in respect of all damages arising under or in connection with the Agreement shall not exceed the sum equal to the Fees paid by CLIENT during last the 12 months preceding the last damage date of occurrence.  

• “Trial Authorization” refers to the limited authorization granted by HEXAGONE to CLIENT to access and use the Platform for trial purposes.

3.4 HEXAGONE shall not be liable for, or in respect of any consequential or indirect damages such as loss of profits, damage to goodwill or reputation, loss of opportunity, loss of business, adverse impact on CLIENT’s image, arising under or in connection with the Agreement.

3.5 HEXAGONE shall not be liable if it is unable to perform its obligations due to:

• any act of CLIENT, CLIENT’s Affiliate, Business Unit or Agency which had the effect of preventing or impeding HEXAGONE to perform its obligations;
• any act of a third party that has a similar effect.
• CLIENT’s use of or reliance on any AI Features;
• any inaccuracy, error, or omission in any Content generated with any AI Feature;
• any infringement of third-party rights resulting from its use of AI Features and related Content.

3.6 HEXAGONE shall not be liable for:

• CLIENT’s use of or reliance on any AI Features;
• any inaccuracy, error, or omission in any Content generated with any AI Feature;
• any infringement of third-party rights resulting from its use of AI Features and related Content.

3.7 No action arising out of this Agreement may be commenced by either Party more than two (2) years after the cause of action has accrued, pursuant to  of the French Civil Code.

3.8 The Parties acknowledge that HEXAGONE has set its Fees and entered into the Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the Parties.

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4. TERM AND TERMINATION

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4.1 The Agreement will commence on the Effective Date and will remain in force until the Term of Subscription of the last ongoing Subscription.

4.2 Without prejudice to any other rights available in such circumstances, either Party may automatically terminate the Agreement without going to Court the Agreement if the other Party commits a substantial breach of the Agreement and such breach is not capable of remedy or remains uncured during 30 days from receipt of a recorded delivery mail specifying the breach, requiring it to be remedied.  

4.3 Notwithstanding the termination of this Agreement, its provisions shall survive for the remaining Term of Subscription. The Platform shall therefore remain accessible during the remaining Term of Subscription.  

4.4 Any termination of this Agreement (whatever the cause) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

4.5 Termination of the Agreement shall not relieve CLIENT of the obligation to pay any Fees accrued or payable to HEXAGONE prior to the date of termination.

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5. FORCE MAJEURE

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5.1 No Party shall be liable for any loss or damage suffered or incurred by the other Party arising out of or in connection with the first Party's delay in performing or non-performance of its obligations hereunder to the extent that and for so long as such delay or failure results from an event of Force Majeure.

5.2 If any event of Force Majeure occurs, the date(s) for performance of the obligation(s) affected shall be postponed for as long as is made necessary by the event of Force Majeure provided that if any event of Force Majeure continues for a period of or exceeding 3 months, either Party shall have the right either (i) to terminate this Agreement immediately on written notice to the other party, without damages or (ii) to enter into negotiations so as to modify the terms of their mutual commitments in order to permit the performance of said obligation.

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6. APPLICABLE LAW AND JURISDICTION

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6.1 The Agreement is governed by French law.

6.2 Any dispute that may arise between the Parties regarding the validity, execution or interpretation of the Agreement shall be submitted to the jurisdiction of the Commercial Court of Paris (Tribunal de Commerce de Paris).

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7. MISCELLANOUS

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7.1 This Agreement expresses the entire understanding between HEXAGONE and CLIENT, and it merges all prior oral discussions or written correspondence between them in connection with the subject matter of this Agreement. No notification, extension, or waiver of this Agreement or any provision hereof shall be binding unless agreed to in writing by the Parties.

7.2 It is expressly stipulated that CLIENT’s general purchasing conditions or any other similar document prepared or normally used by CLIENT are not applicable, the relations between the Parties being exclusively governed by the present Agreement.

7.3 If any provision of this Agreement is held unenforceable or in conflict with the law of any jurisdiction, it is the intention of the Parties that the validity and enforceability of the remaining provisions hereof shall not be affected by such holding. In this situation, each of the Parties undertakes to negotiate in good faith a replacement clause that is a close as possible, from a legal and economic point of view, to the clause that is declared null and void, invalid or unenforceable.

7.4 Failure of either Party hereto to insist on strict performance shall not constitute a waiver of any of the provisions of this Agreement or waiver of any future default of the other Party.

7.5 This Agreement is solely for the benefit of the Parties and no provision of this Agreement shall be deemed to confer upon third parties any remedy, claim, liability, reimbursement, cause of action or other right.

7.6 The Parties are independent. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.

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IN WITNESS WHEREOF, HEXAGONE and CLIENT agree to be bound by this Agreement.  

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APPENDIX 1 - COMPATIBILITY COMMITMENT FOR GENERATED CONTENT

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This Appendix outlines HEXAGONE’s commitment to maintaining the compatibility of Generated Content with the following third-party solutions, in accordance with their current technical and functional standards:

HEXAGONE commits to ensuring that Generated Content remains compatible with the supported versions of the listed solutions. This includes:

• Regular testing of content output against solutions updates.

• Proactive monitoring of platform release notes  

Timely communication of any identified compatibility risks or required adjustments.

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