Terms and Conditions of Use and Sale of Kudeo Software
I - INTRODUCTION
What is Kudeo
Kudeo software (hereinafter referred to as the "Software") is designed for the collection, management, and dissemination of customer testimonials on websites. The Software is accessible upon creating an account via the portal https://app.kudeo.co/
Operator of the Software
The Software is operated by the company Kudeo, a SAS with a share capital of 1,000 euros, registered with the RCS of Bobigny under number 908 332 331, with its registered office at 7, place de l’hôtel de ville - 93600 Aulnay-sous-Bois (hereinafter referred to as "Kudeo").
Postal address: 7, place de l’hôtel de ville - 93600 Aulnay-sous-BoisEmail address: firstname.lastname@example.org
Purpose of the General Terms and Conditions of Sale
These general terms and conditions aim to establish the terms and conditions for the provision of services offered on the Software (hereinafter referred to as the "Services"), as well as to define the rights and obligations of the parties in this context.
Refers to this document and its potential Annexes.
Refers to Kudeo SAS, the publisher of Kudeo Software.
Refers to the website www.kudeo.co and its subdomains.
Refers to the Kudeo service, accessible in the form of Software within the Kudeo interface.
Refers to a legal entity bound to the Company by a commercial contract. Can be a private company, a public institution, an association, etc.
Refers to the contract between the client company and Kudeo, specifying details such as the number of administrator licenses, the number of user licenses, the contract start date, the contract duration, and the amount of the service.
Refers to the account of a client company on the Software, linked to the contract between the client company and the Company.
Refers to a member of the company authorized to administer the client account, including managing the list of Software users.
Refers to the license linked to the administrator of the client account.
Refers to any person associated with the client company who has access to the Services provided by the Company.
Refers to the identification of a user on the Software. A user license is personal and linked to an individual associated with the client company (staff member, collaborator, partner).
Refers to all information (commercial, financial, technical, or otherwise) related to a party, its subcontractors, other clients, and suppliers, disclosed to the other party or obtained by it under or in connection with the agreement and designated as confidential, or which is by its nature clearly confidential.
Refers to any electronic data, text, message, or other material submitted to the Services by the User, including, but not limited to, Personal Data.
Has the meaning given by the General Data Protection Regulation 2016/679 and any other applicable regulation on personal data protection.
Refers to the services offered to the Client by the Company Kudeo. These services may include the use of the Software, additional services such as training or custom software development.
Refers to the period during which the Client can access the services of the company. This period is specified in the order form and the corresponding invoice.
Refers to any new version of the Software. An update may involve the provision of new features, the removal, or modification of old features.
Acceptance of Terms and Conditions of Use and Sale
The acceptance of the general terms and conditions of use and sale is full and complete. It is materialized by checking a box during the registration for the Services. It can only be full and complete. Any conditional acceptance is considered null and void. Users who do not accept these general terms should not access the Software and Services, nor use them. Individuals who access the Software and use the Services are hereinafter referred to as "Users."
Modification of Terms and Conditions of Use and Sale
In the event of a modification to the terms and conditions of use and sale, Kudeo will notify its Users at least one month before they come into effect. Users will be informed by any means deemed useful. In this case, the added or modified clause(s) will be highlighted by any useful typographic means. Users who do not accept the modified terms and conditions must unsubscribe from the Services before they come into effect. Upon the entry into force of the new terms and conditions of use and/or sale, these will be subject to the User's agreement again. Any User who has consented to these new conditions and uses the Services after the entry into force of the modified terms and conditions is deemed to have accepted these modifications.
Accessibility of Terms and Conditions of Use and Sale
The Services allow Users to store, organize, and disseminate digital content (customer testimonials, use cases) on the Software. These contents will be shared with Users authorized by the administrators of the client account in virtual collaborative workspaces accessible directly from the Kudeo interface.
Modification of Services
Kudeo's services are provided through the provision of the Services described below, to the exclusion of all others, with the understanding that Kudeo reserves the right to offer, at any time, any additional Service it deems useful.
Attachment to an Enterprise Client Account
All Kudeo Users are necessarily linked to an enterprise client account. One or more administrators of the enterprise account will be defined to manage Kudeo Services.
Registration / Login
Users can access the Services directly from their Kudeo interface using the Google authentication service. The User agrees to comply with the authentication and usage rights defined by this third-party service. The User declares and warrants that they have the right and authority to use this authentication service. It is solely the responsibility of the Client and/or the Administrator of the Client Account to verify that the use of the authentication service complies with access rights and personal data processing practices. Kudeo cannot control and is not responsible for the practices or restrictions imposed by the Client and/or the authentication service (in this case, Microsoft) regarding its use of the service. Registration results in the creation of a user account that provides access to a personal space and allows the user to manage their use of the Services, in a form and using technical means that Kudeo deems most appropriate.
One or more administrator accounts are created per client company. Administrators manage User access via a management interface. When a User, a member of the client company, accepts the invitation to use Kudeo Services, they also accept the terms and conditions of use.
Users acknowledge that they are 16 years of age or older and capable of accepting these terms and conditions of use on their behalf.
Deletion of a User Account
Users can, at any time, delete their access to the Services. In this case, the administrator(s) will receive a notification. The data collected in the Software by the User will then be anonymized. In the event that an administrator decides to terminate the Services for all Users of a company or a group of people on Teams, they will be notified within 30 (thirty) days once confirmation is received by the Company. However, the Service will remain accessible, in a limited version, for a period of 30 (thirty) days after the contract end date.
III - USER RESPONSIBILITY
The User is responsible for having a high-speed internet connection to ensure proper use of the Services provided by the Company. The User is responsible for (1) supplying and maintaining network connections that connect their network to the Software, including, but not limited to, an "internet browsing" software that supports the protocols used by the Software, including the SSL (Secure Socket Layer) Protocol or other protocols accepted by the Company, and (2) following the procedures for accessing services that support these protocols. Kudeo is not responsible for notifying Users of any upgrades, corrections, or improvements to this software or any compromise on data, including User Data, transmitted over computer networks or telecommunications facilities (including, but not limited to, the Internet) that are not owned, operated, or controlled by Kudeo. Kudeo assumes no responsibility for the reliability or performance of connections as described in this clause.
Users are liable for any violation of the copyright of others. Users are solely and uniquely responsible for the means they consider most appropriate to reproduce and represent any content for which they are not the authors, in compliance with the law and regulations. Therefore, they guarantee to Kudeo that they have all the rights and authorizations necessary for editing, sharing, and disseminating the contents stored in the Software.
User and Data Responsibilities
Users remain responsible for their account and their data. Users are solely responsible for their use of the Software and Services, as well as the contents they store, edit, share, and disseminate via the Software. Kudeo cannot be held responsible for any contentious content from a User, or the Client/Company they represent or belong to. Any potential claims should be directed, first and foremost, to the author of the content in question. Similarly, Users are responsible for their credentials. Access to the Services is done via the Google authentication service, and Kudeo does not intervene in the management of User passwords.
The Administrator is responsible for the Client Account and its proper use in a professional context. The Company cannot, under any circumstances, be held responsible for any non-professional use of its Software.
Users undertake that the content of their account is lawful. Users are solely responsible for the content of their account; therefore, they must not violate public order, good morals, and the rights of third parties. Users must refrain from distributing, including but not limited to, pornographic, obscene, indecent, shocking, defamatory, insulting, violent, racist, xenophobic, or revisionist content; counterfeit content; content that undermines the image of a third party; misleading or deceptive content or content that proposes or promotes illegal, fraudulent, or deceptive activities; content harmful to third-party computer systems (such as viruses, worms, Trojans, etc.); and, more generally, content that may infringe the rights of third parties or be harmful to third parties, in any way and in any form.Courtesy
Users agree to remain courteous to each other. In their discussions, Users commit to always express themselves in a respectful, measured manner, and adhere to basic rules of courtesy.
Use of Services for Dishonest Purposes
Users undertake not to use the Services for dishonest purposes. It is strictly prohibited to use the Services for the following purposes: engaging in illegal, fraudulent activities, or activities that infringe on the rights or safety of third parties; violating public order or breaching applicable laws and regulations; intruding into the computer system of a third party or any activity likely to harm, control, interfere with, or intercept all or part of the computer system of a third party, violate its integrity, or security; sending unsolicited emails; manipulations intended to improve the ranking of a third-party website; aiding or inciting, in any form and in any way, one or more of the acts and activities described above; and more generally, any practice diverting the Services for purposes other than those for which they were designed.
The User undertakes to prohibit the following behaviors: any behavior likely to interrupt, suspend, slow down, or prevent the continuity of the Services; any intrusions or attempts to intrude into Kudeo's systems; any misuse of the system resources of the Software; any actions likely to impose a disproportionate burden on its infrastructure; any violations of security and authentication measures; any acts likely to infringe on the rights and financial, commercial, or moral interests of Kudeo or the users of its Software; and, more generally, any breach of these general conditions.
Respect for Kudeo's Intellectual Property
Users undertake not to copy and/or divert, for their own purposes, for the client company to which they are linked, or for third parties, the concept, technologies, or any other element of Kudeo's Software. By accepting these conditions, the User undertakes to respect Kudeo's intellectual property. The systems, software, structures, infrastructures, source codes, databases, and content of any kind (texts, images, visuals, music, logos, trademarks, etc.) operated by Kudeo within the Software, as well as the technology implemented in the Services, belong to Kudeo and are protected by all intellectual property rights in force. Any disassembly, decompilation, decryption, extraction, exportation, reuse, copying, and more generally, any act of reproduction, representation, distribution, and use of any of these elements, in whole or in part, without the authorization of Kudeo, is strictly prohibited and may be subject to legal proceedings. All rights, titles, and interests related to the Services and all software used to provide the Services, including all related intellectual property rights, will remain and belong exclusively to Kudeo.
Commercial Use of Services
Users undertake not to trade or provide access to their account and/or its content. It is strictly prohibited to monetize, sell, or grant all or part of the access to the Software and Services, as well as the data, contents, and information hosted and/or shared therein.
Users undertake to indemnify Kudeo for all damages that the Company may suffer. Against all actions, claims, and demands from third parties in the event of Users' breach of their contractual obligations, they undertake to indemnify Kudeo for any damage it may suffer and to pay all costs, charges, and/or convictions that it may have to bear as a result, including its legal fees.
Exposure to Sanctions
Users who fail to meet their obligations may be subject to various sanctions. In the event of a breach of any of the provisions of these general conditions or, more generally, of a violation of laws and regulations by Users, sanctions may be imposed by Kudeo, fairly and proportionately, against the User. In this regard, Kudeo reserves the right, by informing the User in advance, to: suspend all or part of the Services; terminate Users' access to the Services; take all appropriate measures and initiate legal action; inform, if necessary, the competent authorities, cooperate with them, and provide them with all useful information for the investigation and repression of illegal or illicit activities.
Any act committed on the Software or via the Services that is detrimental to a third party may be the subject of a complaint to Kudeo. This complaint must be transmitted to Kudeo at the contact details mentioned in the Introduction. In accordance with Article 6 I 5 of the law of June 21, 2004, the complaint must necessarily include: the date of notification; the identity of the complainant (if it is a natural person: their name, first name, profession, address, nationality, date, and place of birth; if it is a legal person: its form, its name, its registered office, and the body representing it legally); the names and addresses of the recipient (if it is a legal person, its name, and registered office); the description of the litigious facts and their precise location; the reasons why the content must be removed, including the mention of legal provisions and justifications of facts; a copy of the correspondence addressed to the author or publisher of the contentious information or activities requesting their interruption, removal, or modification, or the justification that the author or publisher could not be contacted.
Right to Notify Authorities Following Complaint
Kudeo has the free right to take all appropriate measures, including those mentioned above in the first sub-part of the Sanctions section, without any commitment on its part and/or to transmit this complaint to the competent authorities.
IV - Kudeo's Responsibility
Kudeo does not act as a party between Users or between Users and their client company. Kudeo is not involved in the relationships maintained by Users via the Software or between Users and the client company they are affiliated with. It cannot adjudicate disputes that may arise in these relationships. Specifically, Kudeo does not serve as an arbitrator or mediator between Software users. Kudeo is not a party to their relationships and cannot be directly or indirectly involved in disputes and conflicts that may arise between Users or with the company/organization they are affiliated with.
User Content Responsibility
In accordance with Article 6.I.2 of the LCEN of 2004, Kudeo will only be responsible for contentious User Content if it becomes aware of this content and does not promptly act to remove this data or restrict access.
Responsibility for User and Administrator Actions
Kudeo cannot be held responsible for the choices and actions of Software Users and their consequences, especially concerning other Users and the Administrator of the same Client Account. Similarly, Kudeo cannot be held responsible for the choices and actions of the Administrator and their consequences, especially concerning other Users.
However, Kudeo reserves the right to sanction a User upon receiving a complaint from a third party who has suffered harm. Contents and statements harmful to a third party may be subject to a complaint to Kudeo, and Kudeo reserves the right to take the described measures in the event of a complaint.
Kudeo will use all means at its disposal to provide its Services to the Client and its Users, following industry standards. It is specified that Kudeo has an obligation of means, excluding any obligation of results, which the Client acknowledges and accepts. Kudeo does not guarantee to the Client and its Users (i) that the Services, constantly undergoing improvement for performance and progress, will be entirely free of errors, defects, or flaws, (ii) that the Services, being standard and not offered solely for the benefit of a specific Client based on their constraints, will specifically meet their needs and expectations. In particular, Kudeo cannot guarantee uninterrupted access to its Software. While it cannot guarantee error-free service and 100% availability (7 days a week, 24 hours a day), the Company commits to conducting frequent checks to verify the operation and accessibility of its Software. Kudeo guarantees the permanent storage and integrity of content stored on the Client's servers or a data host as long as data loss is not due to the User, the data host, or a force majeure event.
Kudeo has the right to occasionally communicate certain necessary information to Users regarding updates, release notes, best practices, surveys, as well as the use, operation, or maintenance of the Software.
No Party will be responsible for the non-compliance with the Agreement to the extent caused by a force majeure event, including force majeure cases. The Party unable to comply with the Agreement must immediately notify the other Party, providing details of the force majeure event, the date from which it prevented or hindered the Party from performing its Services, the affected Services, and its best estimate of when it can resume the execution of the relevant Services. This notice will be confirmed by an official notice within two (2) business days following the occurrence of the force majeure event. During this time, the concerned Party will continue to take all measures to (1) fully resume the execution of its obligations under the Contract, and (2) mitigate the consequences of the force majeure event.
V - USER AND PERSONAL DATA
Request for Copy of User Data
At any time, each User can request a copy of their Usage Data. Kudeo will provide this copy to the User in a standard data format, at no additional cost.
Intellectual Property Rights of the Client
All User Data remains the property of the Client. The Contract does not transfer any rights to User Data to Kudeo.
Access to User Data by Kudeo
The Client accepts that Kudeo has the right to access Licenses and User Data and to use, modify, reproduce, distribute, display, and disclose User Data only to the extent necessary to provide the Services, including, without limitation, in response to Client support requests. Any third-party service provider called by Kudeo will only have access to User Data if reasonably necessary to provide the Service and will be subject to (a) commercially reasonable confidentiality obligations consistent with these provisions, and (b) their agreement to comply with data transfer restrictions applicable to Personal Data. Kudeo may also access or disclose information about Users, including User Data, to (a) comply with the law or respond to legal requests or proceedings; (b) protect the rights or property of Kudeo or its clients or partners, including the Software of the Contract or other policies associated with the Services; (c) act in good faith and believe that such disclosure is necessary to protect personal safety or avoid violation of applicable law or regulation.
Collection of User Data
General Principles Regarding the Collection and Processing of Data
In accordance with the provisions of Article 5 of European Regulation 2016/679, the collection and processing of data from Kudeo Software users adhere to the following principles: Lawfulness, fairness, and transparency: Data can only be collected and processed with the consent of the user, the owner of the data. Whenever personal dataTransmission of Data to Third Parties
Personal data collected by the Software may be transmitted to third-party services solely for the purpose of monitoring and improving the quality of the Services. The list of third parties may evolve over time based on the Software's needs, and it will be sent to the Client or User upon request. In no case shall this personal data be used by the Company for commercial purposes other than those described in the Contract, and it shall not be resold.
The data will be hosted on AWS servers within the European Union.
Data Processing Controller
The data processing controller for personal data is Kudeo. They can be contacted at: email@example.com. The data processing controller is responsible for determining the purposes and means of processing personal data.
Responsibilities of the Data Processing Controller
The data processing controller undertakes to protect the collected personal data, not to transmit it to third parties without informing the user, and to respect the purposes for which this data was collected. The Software has an SSL certificate to ensure that information and data transfer through the Software are secure. An SSL certificate (Secure Socket Layer) aims to secure data exchanged between the user and the Software. Additionally, the data processing controller undertakes to notify the user in case of rectification or deletion of data unless it entails disproportionate formalities, costs, and procedures. In case the integrity, confidentiality, or security of the user's personal data is compromised, the data processing controller undertakes to inform the user through any means.
In accordance with regulations concerning the processing of personal data, the user has the following rights. To enable the data processing controller to respond to their request, the user must provide: the name of the company they are associated with, their name, first name, and email address. The data processing controller is obliged to respond to the user within a maximum of 30 (thirty) days.
Right of Access, Rectification, and Right to Erasure:
The user can be informed, update, modify, or request the deletion of their data by sending an email to the data processing controller, specifying the purpose of the request.
Right to Data Portability:
The user has the right to request the portability of their personal data held by the Software by sending an email to the data processing controller.
Right to Limitation and Opposition to Data Processing:
The user has the right to request the limitation or oppose the processing of their data by the Software. The user must follow the specified procedure by sending an email to the data processing controller.
Right Not to be Subject to Automated Decision-Making:
The user has the right not to be subject to a decision based solely on automated processing.
Right to Determine the Fate of Data After Death:
The user can organize the fate of their collected and processed data after death in accordance with the law.
Right to Appeal to the Competent Supervisory Authority:
If the data processing controller decides not to respond to the user's request, and the user wishes to contest this decision or believes that any of the enumerated rights are violated, they have the right to appeal to the CNIL (Commission Nationale de l'Informatique et des Libertés, https://www.cnil.fr), or any competent court.
Personal Data of Minors
In accordance with the provisions of Article 8 of European Regulation 2016/679 and the Data Protection Act, only minors aged 15 years or older can consent to the processing of their personal data. The Kudeo software editor reserves the right to verify by any means that the user is over 16 years old before using the Software.
Regarding the Confidential Information it receives, each Party undertakes to: treat this information confidentially; not to communicate or disclose any part of this information to anyone without the prior written consent of the disclosing Party, except: (a) only to employees, agents, subcontractors, and other providers on a "need to know" basis who are directly involved in providing the Services; (b) auditors, professional advisers of the recipient, and any other person or organization with the right or legal duty to have access or knowledge of Confidential Information related to the recipient's activities; ensure that all persons and organizations mentioned in paragraph (b) above are informed, before disclosure, of the confidential nature of the Confidential Information and that they have a duty of confidentiality towards the disclosing Party and make every reasonable effort to ensure that these persons and organizations comply with the provisions of this article; not to use or disclose this Confidential Information within its own organization except to the extent necessary for the purposes of the Contract. The obligations set out in this article will not apply to any Confidential Information that: was in the recipient's possession (with the right of disclosure) before receiving it; or becomes public knowledge otherwise than in breach of this article; or is independently developed by the recipient without access to or use of the Confidential Information; or is legally received from a third party (with all disclosure rights). The provisions of this article will remain in effect notwithstanding the termination of the Contract for any reason, for a period of five (5) years after such termination.
Each Party may mention the other Party in any public communication referring to its commercial references and use the other Party's logo and trademark for this purpose. This right to use the name, logo, and other marks in marketing materials and press releases is non-exclusive, non-transferable, and free. Any communication containing additional details about the project must be submitted for validation by the Client.
VI - GENERAL SALES CONDITIONS
The duration of access to the Services will be defined in the Contract. Access runs from the first to the last day of the month. In case of subscribing to the Services during the month, access starts on the subscription day and runs until its anniversary date, depending on the contract duration. The Client acknowledges that any started period is due. Moreover, the Client acknowledges that when tacitly committed for a given period, they cannot request the cancellation and refund of the remaining period until the anniversary date, even if they have used the Service very little.
The Client, and consequently the Administrators of the client's account, assume full responsibility for the creation, administration, and management of User Licenses. Each license is strictly personal to the User associated with it and can only be used by that person. The Client will inform Kudeo promptly if they become aware of suspicious, unauthorized, or prohibited use of a License, User Password, or the Service.Number of Licenses and Contract Modifications
A User License is counted for any person who has been granted access rights to the Software, whether actively using the Services or not. The Client can request to add additional licenses to their Contract at any time. In this case, the billing calculation will be based on the remaining duration of the contract until its term. For example, if a Client subscribed to 100 licenses on January 1st of a year and wishes to add 50 additional licenses starting from April 1st of the same year, an invoice corresponding to 50 licenses for a duration of 8 months will be issued. If the initial contract was concluded for a duration of one (1) year or more, the cost per license per month will be calculated by dividing the contract amount by twelve (12) and by the number of licenses. The reduction in the number of licenses can only be made at the contract's expiration. Unless agreed upon by the Parties, it is specifically stated that no refund will be made if the Client wishes to reduce the number of licenses during the contract with Kudeo.
Unless otherwise indicated, the Contract will be automatically renewed on its anniversary date, retaining the conditions of the previous Contract (duration, number of licenses, price per license). Only the Services related to access to the Software will be renewed. Therefore, specific service provisions, such as fees related to initial user training, activation fees, or fees for the development of specific features, will not be automatically included in the contract renewal amendment.
Termination or Non-Renewal of the Contract
Without agreement between the Client and the Company, the Contract cannot be terminated prematurely. In particular, changes to the Services provided by the Company, including the addition, modification, or removal of features, as long as it does not fundamentally alter the main use of the Software, cannot be a reason for contract termination. If, at the end of the subscription period, the Client does not wish to renew the Contract, they must inform the Company three (3) weeks before the Contract's end date. The notification must be sent by registered mail with acknowledgment of receipt or by email to the following addresses: firstname.lastname@example.org.
The Client has the right to request the export of usage data related to their client account. This data will be provided in the form of a CSV file, including:All URL links to content stored in the SoftwareAll files stored in the SoftwareFor each content: the original URL (if existing), the name of the space in which it was stored, the identity of the User who stored the content (if the User is no longer part of the organization, "Anonymous User" will be indicated), the date of storage in the Software, potential comments and annotations added by Users, the number of "Likes" and "Comments."
Rates vary depending on the formula chosen by the Client. The prices of services will be defined in the purchase order and the corresponding invoice. Prices are expressed in euros and include all French taxes, unless otherwise stated.
Kudeo reserves the right, at its sole discretion and under terms it deems appropriate, to offer promotional deals or price reductions.
After informing the Client, prices for different services may be revised by Kudeo. Kudeo commits to clearly inform the Client, through any useful means, of the modification of the subscription price, at least one month before the new price takes effect. If the proposed price to the Client is higher than the price of the previous contract, the Client is released from the automatic renewal clause and can choose not to renew the contract.
The Client can make payments by sending a check, bank transfer, automatic debit authorization, or through a secure online payment solution provided by a provider duly chosen by Kudeo. Unless otherwise specified, payment must be made within 30 (thirty) business days of receiving the invoice. No discount is granted for early payment. Any payment incident is subject to late payment interest. The amount of penalties results from the Software on the amounts remaining due, at three times the legal interest rate in force at the time of the incident.
Retention of Client's Bank Details
In the case of payment via automatic debit or through a secure online payment solution, only the latter can retain the Client's bank details for this purpose. Kudeo will not retain any banking data.
Company Control Modification
The modification of the control of the Company, notably through changes in the Articles of Association, the representatives of the Company, or a change in ownership, does not affect the Contract between the Parties.
The nullity or non-applicability of one of the clauses of the Agreement does not compromise the maintenance of the validity or applicability of the Agreement as a whole or of the other clauses or rights.
VII - DISPUTE RESOLUTION AND EFFECTIVE DATE
French law is applicable, specifically the courts of Paris, in the event of a dispute with Kudeo. These general conditions are governed by French law. In case of dispute about the validity, interpretation, and/or execution of these general conditions, the parties agree that the courts of Paris will be exclusively competent to judge them, unless there are imperative procedural rules to the contrary. If any provision of these general terms and conditions is deemed illegal, void, or unenforceable, it will be considered null and void without affecting the rest.
These general conditions will come into effect on January 1, 2022.