General Terms of Use

Updated: August 31, 2020

For the purposes of these General Terms of Use ("Terms of Use" or "Agreement"), the following capitalized terms or starting with a capital letter, in the singular or in the plural, have the definition mentioned below:

  • "Administrator" means a CUSTOMER which is a natural person possessing or holding all required authorizations and administrative or executive privileges so as to bind the corporation or entity it represents and which hereby represents having the requisite authority to create new User Accounts and manage User rights with respect to all services contemplated hereunder. The Administrator shall be the point of contact for PURPLEMET.
  • "Appendix" means any of the appendices attached to these Terms of Use, which shall form an integral part of the agreement between CUSTOMER and PURPLEMET.
  • "Application" refers to the proprietary web application developed and maintained by PURPLEMET in SaaS mode. It has been designed to be marketed to several customers, offering them the same standard functionalities. The Application, which is made available to the CUSTOMER by connecting to the Infrastructure via the Internet, enables him to process User requests in real time. The Application is further described in Appendix 1 hereto.
  • "Authentication" means the procedure by which the User of the Application provides and confirms his identity, by signing in with his Username and password.
  • "Business Day" means any day from January 1st to December 31st, excluding Bank holidays in France, statutory holidays, Saturdays and Sundays.
  • "CUSTOMER" or "you": designates any legal person or any natural person 18 years of age or over accessing the Platform and the Services, on a professional and commercial basis but which does not have Administrator's executive privileges as described herein.
  • "Customer Data" means all the data transmitted by the CUSTOMER to PURPLEMET allowing User access to the Platform, which shall include first names, last names and e-mail addresses (or contact details) of Users.
  • "Database" means a proprietary organized set of data used and accessed by the Application, the structure of which is the property of PURPLEMET and which contains the Customer Data, the ownership of which is retained by CUSTOMER.
  • "Documentation" means all the information relating to the use of the Application, including in particular the description of the functionalities of the Application and the list of Technical prerequisites necessary for the use of the Application, as detailed in the Appendices.
  • "Environment" means the IT and informational context, hardware, software and networks, under control and use of the CUSTOMER, intended to interact with the Platform for the purposes of running the Application and meeting the Technical prerequisites.
  • "Identifier" designates a unique access code assigned to a User and which, associated with a password, allows the User to proceed to his Authentication to access the Application.
  • "Infrastructure" means the hosting infrastructure made accessible to the CUSTOMER and Users by PURPLEMET, on which the Application runs and on which the CUSTOMER Database is hosted, providing an interactive online electronic service in "SaaS” mode, accessible at the address communicated by PURPLEMET.
  • "Malfunction" means any anomaly in the functioning of the Application, whether due to a programming fault or to another cause but which is not caused by an error of use by the CUSTOMER or a case of Force Majeure.
  • "Management Interface" means the IT tool, accessible from PURPLEMET website at an address which will be communicated by email to the Client, allowing the Administrator, by means of the Identifier and the password created under this Agreement, to administer the Application and in particular to create or delete User Accounts, manage the authorizations of each of the Users authorized to evaluate, use and execute the Application, among other functions.
  • "New Version" means a new numbered version of the Application with significant improvements compared to the previous Version.
  • "Platform" means the set consisting of the Application, the Database hosted on the Infrastructure.
  • "Probes" means the software component internal to the CLIENT's IT environment intended to analyze websites that are not publicly accessible via the Internet. The results of the analysis will be made available to the User when the Probes will connect to the Platform.
  • "Purchase Order" means the contractual document executed between CUSTOMER and an Authorized Reseller (as defined herein) with respect to the conditions of access to the Application (in addition to the terms herein).
  • "SaaS" (Software as a Service) designates the mode of remotely providing the functionality of the Application, using Internet technologies and accessible via the Internet, the Application and the Database that it deals with remaining on PURPLEMET's Infrastructure.
  • "Service Level" designates the modalities of the commitment by PURPLEMET to run the Application as described in this Agreement.
  • "Subscription" refers to the commercial subscription of CUSTOMER to the Application.
  • "Subscription Period" refers to the period of CUSTOMER's Subscription as specified in the purchase order executed between CUSTOMER and an Authorized Reseller.
  • "Technical prerequisites" means all of the prerequisites required in the CUSTOMER's environment and their Internet access in order to be able to access and use the Application under conditions that comply with its specifications. The Technical prerequisites are listed in Appendix 2.
  • "Technical specifications" means the characteristics of the Application as referred to in Appendix 1.
  • "Update" means a minor improvement to a current Version of the Application.
  • "User" means a natural person authorized by the CUSTOMER, via the Management Interface or via express demand to PURPLEMET, to use the Application and the Probes.
  • "User Account" designates an open access to a User. A User Account corresponds to a unique User and a unique Identifier.
  • "Update" means a minor improvement to a current Version of the Application.

PLEASE READ THE TERMS OF USE OF USE CAREFULLY AND KEEP A COPY. IF YOU ACCEPT THIS AGREEMENT FOR AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE ENTITY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE CLICK “CANCEL” OR “BACK” AND DO NOT USE THE SERVICES.

Section 1. PURPOSE OF THE GENERAL CONDITIONS OF USE OF THE SERVICES

1.1 PURPOSE
The purpose of these General Conditions is to determine how the Application can be used by defining the technical, financial and legal conditions applicable during the Subscription Period.

1.2 ACCEPTANCE OF THE GENERAL CONDITIONS OF USE
By accessing and using the Application, you acknowledge and agree to be bound by these Terms of Use, which establish a contractual relationship between you and PURPLEMET. If you do not agree to these Terms of Use at any point, you must immediately cease accessing the Application.

The use of some Services may require compliance with additional rules or guidelines, in which case, they will be displayed on the title screens of the subject service.

1.3 EVOLUTION OF THE GENERAL CONDITIONS OF USE
The applicable Terms of Use are those in force when you connect and use the subject Services. PURPLEMET reserves the right to modify these Terms of Use at any time due in particular to changes in the functionality of the Service(s) or for legal or technical reasons.

We recommend You frequently visit the Platform to monitor any changes to this Agreement. In the event of any material change to this Agreement, We will post a notice on the Platform that We have changed this Agreement. We may (but are not required to) email You to provide notice that We have changed this Agreement. We are not responsible if any email notice gets caught by your email filter and You do not see the email, if You provided us the wrong email address, if You failed to update Your email address, or if there are other Internet or communications issues that prevent Our email from reaching You. Your continued access to and use of the Services following the posting of any changes to this Agreement constitutes acceptance of those changes.

By continuing to access or use the Services after changes become effective, You agree to be bound by the revised terms even when PURPLEMET creates and makes accessible Updates and Upgrades to the Application. If You do not agree to the revised terms, You must stop using the Services. Any new services, content, and functionality available to You through the Services will be subject to this Agreement and any additional terms that accompany the new services, content, and functionality.

Section 2. LICENSE TO USE THE APPLICATION IN SAAS MODE

The Application remains in the Cloud on PURPLEMET's Infrastructure, hosted in France. PURPLEMET will, in no case, be able to give a copy of the Application, in any form or on any medium whatsoever, to CUSTOMER.

PURPLEMET grants CUSTOMER a personal, revocable, non-exclusive and non-transferable license over the limited use of the Application to be used in SaaS mode, during the Subscription Period.

This licensed right of use is exercised by remote access, via the Internet, through the connection from the CUSTOMER's premises to the PURPLEMET Infrastructure, and exclusively for the use of the functionalities of the Application such as are described in the Application Documentation and in the Appendices hereto. The use is authorized only to the Administrator and only to Users to whom CUSTOMER has opened a User Account under the conditions described in these Terms of Use.

Once paid, the Subscription enables remote access to the Application, using a login and password made available by PURPLEMET for each authorized User.

At the end of the Subscription Period and without a written commitment on the part of the CUSTOMER regarding the extension of its subscription, PURPLEMET will be entitled to disable the CUSTOMER's access to the Platform and the Services without further notice.

In accordance with the provisions of article L.122-6 of the Intellectual Property Code, the use not expressly authorized by PURPLEMET under this Agreement is illegal. CUSTOMER therefore refrains from carrying out or assisting others to carry out and conduct:

  • any reproduction, whether permanently or temporarily, any representation, publication or distribution of all or part of the Application, whether for consideration or free of charge in whole or in part, by any means and in any form, including when loading, viewing and running the Application;
  • any form of use of the Application, in any way whatsoever, for the purposes of designing, producing, distributing or marketing similar, equivalent or substitute products or services or similar documentation, equivalent or substitute;
  • adaptation, modification, transformation, arrangement of the Application, for any reason whatsoever, including to correct errors;
  • any transcription, direct or indirect, any translation into other languages of the Application;
  • any use for a processing not authorized by PURPLEMET;
  • any modification or circumvention of protection codes such as, in particular, identifiers and passwords;
  • any unauthorized intrusion attempt on the Infrastructure;
  • any attempt to export or merge the Application with other applications and software without PURPLEMET's prior written consent.

CUSTOMER is further not authorized to allow any third party to use or access the Application in any way without PURPLEMET's prior written agreement. PURPLEMET reserves the right to make any correction and any Update and New Version of the Application if it sees fit and at the time it deems appropriate.

Section 3. COMMUNICATION OF INFORMATION

It shall be CUSTOMER's responsibility to report to PURPLEMET the reproducible Malfunctions that it has identified without undue delay, with screenshots whenever possible. PURPLEMET shall exercice commercially reasonable efforts to correct any such Malfunctions at its sole discretion in a reasonable timeframe.

Section 4. TERMS OF ACCESS TO THE PLATFORM

PURPLEMET provides CUSTOMER with the access to the Application in SaaS mode 24 hours a day, 7 days a week, subject to interruptions whether due to planned maintenance if possible, outside of CUSTOMER's usual working hours; or due to a fault external to PURPLEMET.

The Platform is accessible from the internet network. To access it, the User must have the following Technical prerequisites, with the additional conditions specified below for each:

4.1 - An Environment that complies with the Technical prerequisites and telecommunications subscriptions to access the Platform.

  • All costs relating to access to the Application Website, whether hardware, software or internet access costs, are exclusively borne by CUSTOMER.
  • CUSTOMER is solely responsible for the proper functioning of his computer equipment and his access to the internet.
  • CUSTOMER is responsible for his own business and takes full responsibility for acquiring the hardware and software, as well as subscribing to the required telecommunications and Internet access, necessary for the remote use of the Application. CUSTOMER is informed that access to the Application requires an Internet connection.
  • The telecommunications specifications necessary to access and use the Application are described in Appendix 2. The costs for the Internet connection allowing access to the Application are the sole responsibility of CUSTOMER.
  • CUSTOMER is aware that the transmission of data over the Internet is subject to hazards and risks that are totally independent from PURPLEMET, in particular in terms of transfer speed, reliability of connections, security and integrity of the data transmitted. PURPLEMET cannot, therefore, in any case, be held responsible for any difficulty originating from a problem of data transmission over the Internet. CUSTOMER is solely responsible for the Customer Data which he transmits or receives and undertakes to indemnify PURPLEMET for any damage that this Customer Data may cause with regards to the execution of the services.

4.2 - A User Account

Each User shall hold a User Account, a Username and a password allowing their Authentication.

User Accounts for the access to the Application are created, within the limit of the number authorized for each type of User profile, either by CUSTOMER via the Administration Interface if applicable, or, at his request, by PURPLEMET. The identifiers and passwords supplied by CUSTOMER to Users are confidential, unique and personal to each of the Users. CUSTOMER has the possibility of managing himself, under his responsibility, via the Management Interface, the authorizations granted to each of the Users.

CUSTOMER undertakes to ensure the confidentiality and security of the device used to access the Platform so as to allow the use of the Application and access to the PURPLEMET Infrastructure only to authorized Users, to the exclusion of any third party. CUSTOMER undertakes in this respect to ensure that Users do not disclose their Username and password to anyone. In the event of accidental (loss, theft, etc.) or voluntary disclosure, CUSTOMER undertakes to inform PURPLEMET as soon as it becomes aware of it. The Authentication of a User by means of an Identifier and a password carries, irrefutably, accountability to the holder of the Identifier used, of the operations carried out by means of this Identifier.

Section 5. PURPLEMET'S OBLIGATIONS

PURPLEMET undertakes to allow access to the Application by CUSTOMER within the framework of these Terms of Use. PURPLEMET undertakes to implement commercially reasonable human and material resources to perform the Services substantially in accordance with the commitments made within the framework of the Service Levels. The Service Level Agreement describing the details of such Service Levels shall be provided to CUSTOMER upon request.

PURPLEMET is solely responsible for the corrective and regular maintenance of the Software in accordance with the service level commitments made within the framework of the SLA. Notwithstanding the foregoing, PURPLEMET will not be bound by its commitments in the event of force majeure, as defined in article 1218 of the Civil Code. The obligations of the parties will be automatically suspended upon the occurrence of the non-limited list of the following events beyond their reasonable control preventing the normal performance of this contract, such as:

  • a strike or a major pandemic;
  • interruption of energy supply such as electricity whatever the cause;
  • a failure in the telecommunications network;
  • loss of Internet connectivity due to public and private operators on which CUSTOMER and / or PURPLEMET depend;
  • a war or other such conflict;
  • riots or popular movements;
  • terrorist attacks;

PURPLEMET shall inform CUSTOMER upon a reasonable delay of its impossibility to perform its obligations due to a case of force majeure. The suspension of obligations for such reason may in no case be a cause of liability for non-performance of the obligation in question, nor may it lead to the payment of damages for the benefit of CUSTOMER.

However, as soon as the cause of the suspension of its obligations has disappeared, PURPLEMET will make its best efforts to resume as soon as possible the normal performance of its contractual obligations.

Section 6. CUSTOMER'S OBLIGATIONS

You represent and warrant that:

  • You are able to form a legally binding contract and, if You are entering into these Terms of Use on a company's or entity's behalf, You have all necessary legal authority to bind CUSTOMER (as the company or entity you represent) to these Terms of Use;
  • Your Customer Data will not contain any viruses, spyware, "Trojan horses," or other "malware" or harmful code or data, and will not cause injury to any person or damage to any property, including PURPLEMET's Infrastructure.
  • You have and will maintain during the Subscription Period all rights necessary to grant to PURPLEMET the rights granted in these Terms of Use, and by providing Your Customer Data to PURPLEMET in accordance with the Terms of Use, You will not violate any Intellectual Property Rights of third parties, confidential relationships, contractual obligations or laws.

It is up to CUSTOMER to ensure that the Customer Data transferred to the Platform is free from error. CUSTOMER declares that they have the Technical prerequisites described in Appendix 2.

CUSTOMER agrees :

  • to use the Application only within the framework of these Terms of Use;
  • not to modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Platform;
  • not to reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any software included in the Services;
  • not to access or use the Services in a way intended to avoid incurring fees;
  • not to resell or sublicense the Services;
  • not to probe, scan, or test the vulnerability of any system or network;
  • not to breach or otherwise circumvent any security or authentication measures;
  • not to access, tamper with, or use non-public areas of the Platform, the Services, and shared areas of the Services You have not been invited to by Us (or Our third party providers' computer systems);
  • not to interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Services;
  • to keep, at his own expense, a back-up of all the Customer Data transferred by him on the PURPLEMET Platform;
  • to transmit precisely, under its sole responsibility, all of the information necessary for the performance of the services and related obligations and guarantees the accuracy of this information. He therefore undertakes to notify PURPLEMET of any modification to this information;
  • to respect PURPLEMET'S intellectual property rights as set out herein;
  • not to use the Application under conditions likely to affect the proper functioning or security of the Infrastructure;
  • to ensure that all Users are trained for the use of the Application and for basic Internet technologies;
  • to ensure that the Customer Data transferred to the Infrastructure does not affect the proper functioning of this Infrastructure or the Application. In particular, he undertakes not to store on the Infrastructure, Customer Data containing or likely to contain malware or of an illegal nature, contrary to morality or prejudicial to the rights of third parties, in particular intellectual property rights.

In the event of refusal by the third party, CUSTOMER undertakes to:

  • inform PURPLEMET, as soon as possible, PURPLEMET being then entitled to redefine the scope of its services,
    • and
  • in any event, not to undertake any analysis which would be in violation of third parties' rights, the CUSTOMER guaranteeing the regularity of the use he makes of the Application made available to him by PURPLEMET.

CUSTOMER is therefore responsible for the damage that this Customer Data or its own actions could cause to PURPLEMET, to a third party, to the Infrastructure or to the Application and shall indemnify, defend and hold harmless PURPLEMET, its directors, affiliates and related parties against any claim which could be brought against him by a third party.

Section 7. INTELLECTUAL PROPERTY

PURPLEMET owns the intellectual property rights embodied in the Application and does not grant any rights to CUSTOMER over the source code of the Application. As such, PURPLEMET retains the property rights over its pre-existing works (including the Intellectual Property Rights), as well as of all or part of its materials, information, tools, methods, systems, equipment, hardware and software, documentation, data, databases, files of all types, made available to the CUSTOMER within the framework of this Agreement, whether or not the latter are used by PURPLEMET. Consequently, CUSTOMER will only have a right of access and use, strictly limited to the performance of these Terms of Use as described in this agreement in the operation of its business in the ordinary course.

CUSTOMER shall refrain from any act or behavior which may directly or indirectly infringe the intellectual property rights related to the Application, as well as to the associated trademarks or other proprietary rights related to PURPLEMET's know-how or technology.

Section 8. PRICE & PAYMENT

Other than with respect to access to the Application that is provided free of charge, for example for evaluation purposes, in order to access and use the Application, CUSTOMER shall first pay upfront the applicable fee, with the addition of the applicable taxes and levies, from an authorized reseller (if applicable) which must be part of the official network of partners listed in the "Partners" section of the website www.purplemet.com ("Authorized Reseller")

It is CUSTOMER's sole responsibility to ensure that a given reseller is an Authorized Reseller as indicated herein. No refund shall be granted to CUSTOMER in the event of non-use of the Application or early termination by the CUSTOMER or any representations or guarantees given by a reseller that did not originate or were approved by PURPLEMET and which is not an Authorized Reseller.

PURPLEMET reserves the right to terminate or deny access to the Application or any other services contemplated in this Agreement if at any time and for any reason (including a case of Force Majeure), CUSTOMER is late or has not provided all applicable fees to the Authorized Reseller as specified in the Purchase Order and in accordance with the terms thereof. PURPLEMET shall not be responsible for any losses, damages or other prejudice to CUSTOMER for any loss of data, business interruption or other direct and indirect damages in case of such termination or denial of access.

Section 9. GUARANTEES

THE PLATFORM AND THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND AT YOUR OWN RISK. OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT WE MAKE NO REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, AND WE EXPRESSLY DISCLAIM TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW ANY AND ALL OTHER WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING: (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (B) THAT THE PLATFORM OR THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR; (C) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND (D) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF PURPLEMET OR ITS AGENTS.

PURPLEMET shall defend, indemnify and hold CUSTOMER harmless from and against any allegation from a third-party relating to copyright infringement in France due to the use of the Application by CUSTOMER in accordance with these Terms of Use and only if the CUSTOMER promptly notifies PURPLEMET, in writing, of the allegation of infringement without delay so as to ensure that PURPLEMET is able to properly defend its rights and interests.

In any event, CUSTOMER must at all times collaborate loyally with PURPLEMET by providing all the elements, information and assistance necessary and known to it in order to allow PURPLEMET to conduct an adequate defense. In the event that a prohibition on use is pronounced as a consequence of an action for infringement or results from a transaction signed with the claimant, PURPLEMET will endeavor, at its sole discretion, option and at its expense, either:

  • to obtain the right for CUSTOMER to continue using the Application,
  • to replace the infringing element with an equivalent element which is not the subject of an infringement action,
    • or
  • to modify the Application in such a way to avoid said infringement.

The above provisions set the limits of PURPLEMET's liability for third-party infringement due to the use of the Application.

Section 10. RESPONSIBILITY

Taking into account the hazards that are inherent to Internet technologies, the Parties agree that under the T&Cs, PURPLEMET is subject to a general obligation of means ("obligation de moyens").

Unless clearly stated in these Terms of Use, the provision of the Application by PURPLEMET cannot be assimilated to an advisory service of any kind, nor to an interference by PURPLEMET in the management of CUSTOMER. The use of the Application is left to the entire discretion and responsibility of CUSTOMER in the context of its needs.

CUSTOMER is solely responsible for the use and processing of Data, PURPLEMET's responsibility being limited to hosting, securing and backing up data on behalf of the CUSTOMER. PURPLEMET shall not be held liable for any of the Data used and processed nor for the damaging consequences of any errors or losses in the Data or in the results of the processing.

CUSTOMER agrees that PURPLEMET shall not be held responsible for damages that could result from the non-execution of these Terms of Use, and which are deemed to be indirect damages, such as: financial, commercial damage, loss of customers, any commercial disorder, loss of profit, loss of brand image, loss of data, files or software suffered by CUSTOMER, increase in charges and cost of services necessary to implement or correct the Data or the results obtained, which could result from the non-performance of these Terms of Use, which are deemed to be of indirect damage.

Any action directed against CUSTOMER by a third party is assimilated to an action for indirect damage and as such, does not give rise to any right to compensation.

CUSTOMER agrees to take all necessary precautions to mitigate the damage that may result from the execution of these Terms of Use and to use up-to-date anti-virus software.

Notwithstanding anything contrary herein, under no circumstances shall PURPLEMET's aggregate liability from all causes of action of any kind arising out or related to these T&Cs and the associated Application use and services, exceeds the fees actually paid by CUSTOMER for the performance of these Terms of Use during the calendar quarter prior to the claim.

This limitation of liability results from the distribution of risks, as freely negotiated between the Parties, and from the prices agreed between them which reflect them.

This provision shall survive the termination of these Terms of Use for any reason whatsoever.

Section 11. PROTECTION OF PERSONAL DATA

The Parties guarantee that they comply with the provisions of the General Data Protection Regulation No. 2016-679 (GDPR) as well as French laws and regulations relating to data protection and in particular the law "Informatique et Liberté" (law No. 78-17 of January 6, 1978 as amended), the Ordinance No. 2018-1125 of December 12, 2018, the Decrees No. 2018-687 of August 1, 2018 and No. 2019-536 of May 29, 2019) as applicable.

CUSTOMER guarantees, in particular, that he has obtained the consent of the persons whose Data he processes for the transmission, if necessary, of their Personal Data to PURPLEMET in the context of the execution of these Terms. CUSTOMER guarantees that he has also fulfilled his obligations and implemented all other procedures required by law.

In the context of the execution of these terms and for this purpose, PURPLEMET may be required to use the personal data of the persons mentioned in the preceding paragraph on behalf of CUSTOMER who retains the quality of data controller.

All the information processed will be hosted on servers under the control of CUSTOMER.

In the event that PURPLEMET is required to host or process personal data on behalf of and for the account of CUSTOMER, the CUSTOMER expressly authorizes and guarantees PURPLEMET against any recourse by third parties in this regard.

More specifically, CUSTOMER'S obligations are as follows:

CUSTOMER agrees that any Personal Data processed by using the Application and which is, as such, made available in SaaS mode to CUSTOMER, is processed for his own account, under his sole responsibility, for the purposes he has defined.

CUSTOMER is solely responsible for the choice of processing and the means of processing personal data.

CUSTOMER guarantees to PURPLEMET that any personal data thus collected, processed, used, etc. are for a specific, explicit and legitimate purpose, and that they will not be processed for other purposes incompatible with this initial purpose. CUSTOMER further guarantees than personal data collected and processed as part of the Application, if applicable, are adequate, relevant, not excessive and limited to what is necessary with regard to the objectives pursued.

The parties agree that the obligations to inform and collect consent from data subjects regarding the use of the Application shall be done directly via the PURPLEMET Application, for as long as the personal data processing is directly implemented through the Application.

In this regard, when Personal Data is collected directly via the Application, the data subjects are informed of their rights at the time of their collection, for example by including the mandatory information in a form and checking boxes to express their consent (opt-in consents), in accordance with the applicable legal and regulatory provisions, and with consideration to the purpose of the intended processing.

When Personal Data is integrated directly from CUSTOMER's devices, he guarantees that it has given comprehensive et full notice to the data subjects and that it has obtained their consent when necessary, in accordance with applicable legal and regulatory provisions, and with consideration to the purpose of the processing intended via the Application.

In any event, CUSTOMER guarantees in particular that will not be processed, in the context of the use of the Application, Personal Data of data subjects who have not been informed of their rights or have not given their consent to such processing, in accordance with the applicable provisions when such consent is required (e.g. direct marketing, sensitive data, pooling databases and segmentation, conservation of bank details for future payments, ...) or would have exercised their right to object to all or part of said processing implemented through the use of the Application.

CUSTOMER agrees that compliance with its obligations as referred to in this section is a substantial element of the use of the Application, in particular for the lawfulness of personal data processing operated through the Application.

CUSTOMER warrants PURPLEMET against any claim made by data subjects whose data is processed, via the Application by PURPLEMET.

As the data controller, CUSTOMER undertakes to make available to PURPLEMET all the information and elements necessary for compliance by PURPLEMET with its own obligations with regard to the protection and safeguard of Personal Data and to provide PURPLEMET with full details on the processing he wishes to implement through the Application.

Section 12. LEGAL AND ADMINISTRATIVE AUTHORIZATIONS

CUSTOMER guarantees to PURPLEMET that he has all the legal and administrative authorizations required for the processing carried out by the Application. CUSTOMER further pledges to comply with all of the applicable legal and regulatory rules concerning the areas covered by the Application.

Section 13. INSURANCE

Both Parties declare that they are properly insured (by a well-known, well-rated and solvent insurance company) for their professional civil liability covering all material and immaterial damages that they may cause during the execution of these Terms of Use or during the use of the Application by their staff.

Section 14. CONFIDENTIALITY

The Parties commit to keep confidential the information relating to these Terms of Use throughout its duration and beyond as long as the Confidential Information and Personal Data have not fallen into the public domain on the initiative of the Party holding the Confidential Information or the data subject himself.

Each of the Parties shall refrain, in particular, from communicating to anyone, directly or indirectly, all or part of Confidential Information of any kind, in particular, commercial, industrial, technical, financial, personal, which has been communicated to him by the other Party or of which he would have become aware during the execution of these Terms of Use.

Each of the Parties undertakes to attend to the observation of his confidentiality obligation by his employees, agents, service providers or partners whatsoever, and shall guarantee the other Party in this respect.

CUSTOMER undertakes, in particular and without limiting the generality of the foregoing, not to disclose Confidential Information relating to intellectual property, methodology and know-how of PURPLEMET it may have been given access to through its use of the Application and other services contemplated herein.

Section 15. DURATION - TERMINATION

15.1 These Terms of Use come into force on the date of their acceptance. They will remain into force during the Subscription Period.

15.2 The Terms of Use may be automatically terminated by PURPLEMET in the event of CUSTOMER's non-compliance with any of its obligations as set out herein. This termination will take effect upon notification from PURPLEMET by registered letter with acknowledgment of receipt, without prior notice. PURPLEMET will have the right to seek judicial compensation for the entire damage caused by the contractual breach of CUSTOMER.

15.3 Provisions containing rights and obligations which, by their nature, are expected to survive the expiration of the Terms of Use, will remain in force after said expiration. This is particularly the case with Confidentiality, Liability and Intellectual Property provisions.

Section 16. TRADE REFERENCE

CUSTOMER consents to PURPLEMET's use of CUSTOMER'S name and logo and general description of CUSTOMER'S relationship with PURPLEMET in press releases and other marketing materials and appearances, including on its website. Customer further permits PURPLEMET to use it as a reference account for marketing purposes and agrees, from time to time, to support PURPLEMET by participating in marketing events including with press, analysts, and PURPLEMET's existing or potential investors or customers upon reasonable request by PURPLEMET.

Section 17. ASSIGNMENT

CUSTOMER is not entitled to assign its rights and obligations by virtue of this Agreement to any third-party. PURPLEMET may freely, without other conditions than informing CUSTOMER by registered letter, assign its rights under this Agreement to any third party, subject to the commitment of this third party to ensure the execution of PURPLEMET'S obligations hereunder.

Section 18. PROOF AGREEMENT

The Parties agree that electronic records kept by PURPLEMET will constitute proof of the notices under these Terms of Use being given.

Section 19. MISCELLANEOUS

These Terms of Use and all Appendices attached thereto constitute the entire and exclusive agreement between CUSTOMER and PURPLEMET with respect to the Platform and Application, and supersede and replace any other agreements, Terms of Use applicable to the above. This agreement shall prevail over any additional, conflicting, or inconsistent Terms of Use which may appear on any Purchase Order or other document furnished by you, and any additional Terms of Use in any such Purchase Order or other document shall have no force and effect, notwithstanding PURPLEMET's (or an Authorized Reseller's) acceptance or execution of the Purchase Order or other document.

These Terms of Use shall be binding upon and shall enure to the benefit of and be enforceable by each of the parties hereto, their respective successors and permitted assigns. You may not assign or delegate this agreement or any of your rights in this agreement, and any such attempt is void. PURPLEMET may assign this Agreement and its rights to any person without notice or consent.

If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable in any respect, then the remaining provisions of these Terms of Use, or the application of such provisions to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision of the agreement shall be valid and enforceable to the extent granted by law.

Each party shall be acting as an independent contractor in performing its obligations hereunder and shall not be considered or deemed to be an agent, employee, joint venturer or partner of the other party. Neither party by virtue of these Terms of Use shall have any right, power or authority, express or implied, to act on behalf of or enter into any undertaking binding the other party.

No delay or omission by a party to exercise any right or power it has under these Terms of Use or to object to the failure of any covenant of the other party to be performed in a timely and complete manner, shall impair any such right or power or be construed as a waiver of any succeeding breach or any other covenant. All waivers must be in writing and signed by the party waiving its rights.

Section 20. APPLICABLE LAW AND COMPETENT JURISDICTION

THESE TERMS OF USE SHALL BE GOVERNED BY FRENCH LAW. THE PARTIES SHALL ATTRIBUTE EXCLUSIVE JURISDICTION TO THE COMPETENT COURTS WITHIN THE JURISDICTION OF PURPLEMET'S HEADQUARTERS, WHICH WILL BE SOLELY COMPETENT, EVEN IN CASE OF MULTIPLE DEFENDANTS, CALL FOR GUARANTEE OR EMERGENCY PROCEDURE, FOR ANY DISPUTE RELATING TO THE VALIDITY, THE INTERPRETATION. OR THE EXECUTION OF THESE TERMS OF USE, NOT RESOLVED IN AN AMICABLE MANNER OR THROUGH MEDIATION. IN ADDITION, ANY LEGAL ACTION AGAINST PURPLEMET UNDER THIS AGREEMENT WILL BE PRESCRIBED BY ONE YEAR FROM THE EVENT WHICH HAS GIVEN RISE TO THE CLAIM.

LIST OF APPENDICES

APPENDIX 1: APPLICATION'S SPECIFICATIONS, ACCESS TO THE PLATFORM AND SERVICE EXECUTION

APPENDIX 2: PREREQUISITES TO CUSTOMER'S ENVIRONMENT, ITS OBLIGATIONS IN TERMS OF TELECOMMUNICATIONS, QUALIFICATION AND DATA PROTECTION

APPENDIX 1: APPLICATION'S SPECIFICATIONS, ACCESS TO THE PLATFORM AND SERVICE EXECUTION

In order to set up CUSTOMER's account on Purplemet's platform, Purplemet administrators will create CUSTOMERaccount and a first user.

This first user will receive an email asking them to follow a link to the website https://cloud.purplemet.com/ in order to create their secure password.

This user will then be able to connect to Purplemet's platform at the address https://cloud.purplemet.com/ by entering their username, namely their email address on which they will have received the password creation email, and their previously created password.

Each user created on Purplemet's platform, directly by Purplemet administrators or by an existing user on the Client's account, will be able to connect by following the previous procedure.

Once connected, the user will have access to his dashboard and the list of his web applications. He may add new web applications, within the limit of the number of subscriptions authorized by PURPLEMET for the purpose of the trial, via the "New Analysis" button accessible in the "Web Applications" menu. It will inform the URL to analyze and launch the analysis by clicking on the "Launch" button.

Once the analysis is complete, the results are visible in the "Web Applications" menu.

The user will be able to find, among other things, the URL, the number of technologies detected, the number of identified vulnerabilities and the security rating of the web application analyzed. More information can be found by clicking on the web application, such as the list of vulnerabilities or all the analyzes already carried out for this web application.

The user will also have access to all the technologies detected on his web applications analyzed via the "Technologies" menu. More details can be found by clicking on the technology, such as the versions detected, the web applications on which these technologies are present.

The user, if authorized by PURPLEMET for the purpose of the trial, can add a new user via the "Users" menu. The user will have access to his profile via the "My Profile" menu in which he can modify, among other things, his secure password.

Finally, the user will be able to log out of his account via the "Logout" menu.

APPENDIX 2: PREREQUISITES TO CUSTOMER'S ENVIRONMENT, ITS OBLIGATIONS IN TERMS OF TELECOMMUNICATIONS, QUALIFICATION AND DATA PROTECTION

In order to access Purplemet's platform, CUSTOMER must have a functional Internet connection giving him access to the following websites:

  • https://www.purplemet.com/
  • https://cloud.purplemet.com/
  • https://api.purplemet.com/

In addition, the client must use a recent web browser (Chrome, Firefox, Opera, Safari or Edge) to use Purplemet's web interface.

In the case of a trial which includes the analysis of internal web applications, not accessible from the Internet, it will be necessary to install one or more Probes on an internal network from which the Probe can join the internal web applications to be analyzed. The Probe, installed on this internal network, must be able to access the Internet in order to join Purplemet's platform.

Only the persons authorized by CUSTOMER to use the Application for the purpose of the trial will be able to use the platform.

CUSTOMER will be responsible for informing said users of the requirements that this use implies in terms of qualification, confidentiality and data protection whether personal or other, and this in accordance with laws, regulations, and applicable sectoral or internal procedures.

In particular, CUSTOMER informs users that access to the Application will imply Purplemet's collection of their consent to the processing of their full name and contact information. This personal data is thus collected to define personalized identifiers and passwords for users, allowing them to connect to the Application in order to benefit from its services.