Updated as of November 14, 2023
LiveMeUp is a simplified joint-stock company with a share capital of €64,843.40, having its registered office at 8 allée des Charmes, Mouvaux (59420), registered with the Commercial and Companies Registry of Lille under the number 895 234 797, represented by Mr. Guillaume FAURE in his capacity as President, domiciled at this address, hereinafter referred to by its trade name "LiveMeUp."
LiveMeUp publishes and markets a computer platform called "LiveMeUp," allowing, among other things, the creation and broadcasting of video content between the Client and its end customers for commercial and audience engagement purposes known as "Live Commerce."
The LiveMeUp platform is distributed, in particular, as Software as a Service (SaaS) and hosted in the Cloud, including remote access to this platform through a web console, a plug-in for the Client's content management systems, and a mobile application.
The Client is a professional and seeks to obtain the concession of the right to use the LiveMeUp platform to create and broadcast "Live Commerce" video content to its end customers.
In this context and as a professional, the Client declares that it has been informed of the technical specifics of the platform and has verified its compliance with legal obligations.
1 - DEFINITIONS
For the execution of these terms, the Parties have agreed that the terms used within the Contract will be understood as defined below:
Refers to a designated contact person within the Contract or Purchase Order who has full authority over the Client's LiveMeUp Platform. The Client Administrator may delegate some of their rights and powers to one or more delegated administrators.
Refers to any entity controlled by a Party or placed under the same control, where the notion of control is to be understood in the sense of Article L233-3 of the Commercial Code.
Refers to the LiveMeUp Publisher mobile application, made available to Authorized Users of the Client and downloadable from mobile application stores. Users will log in via the credentials provided by the Client to create video content.
Refers to the web console identified in the Purchase Order that the Client wishes to use for the creation of video content for its end customers.
"Purchase Order" or "Order"
Refers to a document issued by LiveMeUp describing the license rights and options subscribed to by the Client after verifying the platform's compliance and options to its needs. Subscribing to the Services can be done both online and on paper or digitally.
Refers to the space of an Authorized User allowing them to access the platform by entering their login and password via the Mobile Application or Web Console.
Refers to this contract, its appendices and any possible amendments, as well as any Purchase Orders placed between the Parties.
Refers to any incident, anomaly, technical design error, implementation, and/or operational defect affecting the LiveMeUp Platform, preventing it from functioning in accordance with its purpose. The incident is documented by the Client and must be reproducible by LiveMeUp.
Refers to any document made available to the Client and Authorized Users by LiveMeUp. The Documentation is provided solely in the French language and in electronic version.
Refers to all information and computer files of the Client that LiveMeUp may access for the purposes of executing this Contract.
"Guaranteed Response Time (GTI)"
Refers to the maximum time guaranteed by LiveMeUp between the Client's notification of an Incident and its handling by LiveMeUp.
"Guaranteed Resolution Time (GTR)"
Refers to the maximum time guaranteed by LiveMeUp between the handling of an Incident and its resolution by LiveMeUp.
Refers to a malfunction of the LiveMeUp Platform resulting in a total loss of availability with no workaround.
Refers to a malfunction of the LiveMeUp Platform resulting in partial loss of availability with a short-term workaround but not scalable.
Refers to a malfunction of the LiveMeUp Platform that does not result in any loss of availability and/or has an acceptable long-term workaround.
Refers to a malfunction on the LiveMeUp Platform reported by the Client.
Refers to all corrective and evolutionary maintenance services provided by LiveMeUp to the Client.
Refers to the quality of service objectives (SLAs) characterizing the quality of LiveMeUp's platform.
Refers to the software accessible via the internet, operating under "Software as a Service" or SaaS mode, allowing the creation of video content for the Client, including options chosen/configured by LiveMeUp for the Client. The LiveMeUp platform includes the Web Console, Mobile Application, and the e-commerce plug-in, including any correction and update of the software.
Refers to the annex to this Contract related to the terms of processing of personal data exchanged under the Contract.
Refers to all services and access to the platforms, Web Console, Mobile Application, and e-commerce plug-in provided by LiveMeUp under this Contract.
Refers to all services not initially included in the Purchase Order from LiveMeUp. This may include support services, consulting services provided by LiveMeUp to the Client to assist in the use or configuration of the LiveMeUp Platform, as well as User Accounts provided in additional Purchase Orders.
Refers to the technical support service provided by LiveMeUp to Authorized Users on behalf of the Client, either standard or premium.
Refers to the formalization of a maintenance or support request or the reporting of an Incident by the Client.
Refers to any natural person authorized by the Client Administrator or one of their delegates to access and use the platform to create video content, based on the authorizations chosen and configured by the Client Administrator.
2 - PURPOSE
The purpose of the Contract is:
- To define the terms of execution and access to the LiveMeUp Platform as specified in the Purchase Order, as well as the terms of placing Purchase Orders between the Parties.
- To set the terms of availability and use of the LiveMeUp Platform, Maintenance, and Support by LiveMeUp, for the Client.
3 - CONTRACTUAL DOCUMENTS
This Contract consists of this contract and the relevant Purchase Orders, which form the entire obligations of the Parties and the common contractual basis for all services sold by LiveMeUp to the Client, as well as the following documents, ranked in descending order of priority:
- Purchase Order (HubSpot document with electronic signature)
- This Contract, appendices, and applicable amendments
- Pricing conditions
- Service Level Agreements
- LiveMeUp's personal data management policy
- LiveMeUp's personal data security policy
- LiveMeUp's professional liability insurance certificate
The provisions of lower-ranking documents apply in addition to the provisions of higher-ranking documents. In case of contradiction between the documents, the provisions of the higher-ranking document take precedence over all other provisions. Any deviation from the contractual documents must be the subject of a written and signed amendment between the Parties.
The conclusion of this Contract cancels and replaces any previous agreement between the Parties. This Contract supersedes any general or specific purchasing conditions of LiveMeUp and any other document not forming part of the Contract.
4 - DURATION AND EFFECTIVENESS
The Contract comes into effect on the date of signature by both Parties for an indefinite duration. Each Purchase Order is subscribed for the duration specified in the Purchase Order. The Services are subscribed for the duration indicated in the Purchase Orders. In the absence of a mention on the Order, the Services are subscribed for a period of one (1) year, tacitly renewable for an identical duration, unless terminated under the conditions provided in the "Termination" article.
5 - PLACING ORDERS
To benefit from the Services, the Client must place an Order within the agreed timeframe, listing the Services ordered by the Client. The Order may be preceded by the Client's communication or preparation of a scope and any documentation necessary for the provision of the Services by the Service Provider, specifying the technical specifics of the Client's projects. Consequently, the Service Provider may submit a commercial proposal, also known as a quote, prior to any Order by the Client. In case of acceptance, the Service Provider will issue an Order specifying the scope of the Services subscribed, their duration, price, payment conditions, delivery time, or responses to specific needs expressed by the Client. The Services will only commence upon receipt by the Service Provider of the Order signed by the Client, who is only obliged to perform the Services in case of an Order signed by the Client.
By express agreement between the Parties, the Purchase Order(s) related to this Framework Contract are divisible, and the occurrence of the term or the termination of a Purchase Order does not result in the termination of other Purchase Orders or the Framework Contract. However, the termination of the Framework Contract by the Parties for any reason will result in the termination of all Purchase Orders.
Under this Contract, the Services will be subject to evolution based on the needs of the Client, as requested by the Client to the Service Provider. Any increase in the scope of the Services (new modules or functionalities) must be formalized by means of an amendment or additional Purchase Order between the Parties.
6 - OBLIGATIONS OF THE PARTIES
6.1 - Service Provider's Obligations
As the Service Provider, LiveMeUp undertakes, under a best-effort obligation, to provide the Services to ensure the execution of the Contract, as defined in the Purchase Order.
LiveMeUp grants the Client the right to access and use the Platform for the duration defined in the Purchase Order and as defined in the Contract.
LiveMeUp acknowledges that it is, as a professional, subject to a general obligation of advice and best efforts for the performance of the Services that it provides to the Client. As such, it is obliged to collaborate with the Client for the proper execution of the Contract.
6.2 - Client's Obligations
The Client agrees to pay the price of the services subscribed under this Contract. The Client also commits to use the Platform under normal conditions and in compliance with the Contract. Finally, the Client is subject to a collaboration obligation in its relations with LiveMeUp and must regularly inform and promptly communicate any events, information, documents, or difficulties that it becomes aware of during the execution of the Contract or that would be useful for its proper execution.
The Client is prohibited from using, directly or indirectly, the Services and the Platform for the purpose of marketing and/or promoting the following products, content, and services:
- Online gambling and betting.
- Pornographic content, munitions, firearms, explosives of any kind, drugs, as well as the sale of prescription medications.
- Stolen or counterfeit goods that violate any applicable intellectual property rights.
- Content that promotes hate, discrimination, or violence.
- Content including or linked to viruses, malware, time bombs, Trojans, and any other program interfering with the proper functioning and security of an information system.
- Involvement in or promotion of financial or speculative pyramid schemes, chains, or financial scams.
- Violation of regulations regarding the commercial exploitation of the image of children under sixteen years old on online platforms.
- Violation of the applicable age restrictions.
- Contrary to any applicable law and regulation.
7 - FINANCIAL TERMS
7.1 - Price
LiveMeUp undertakes to apply the prices and billing conditions listed in the Pricing Annex to this Contract to all Purchase Orders subscribed by the Client. The applicable prices remain in effect for the duration of each Purchase Order.
As an exception, pricing and billing conditions may be defined in a Purchase Order.
Prices are defined in euros excluding taxes and are subject to taxes, including VAT in effect on the day of invoicing, without any discounts.
7.2 - Invoicing
During the term of the Contract, any increase in consumption (number of live and replay participants) will be automatically invoiced as part of the monthly billing. The invoice issued reflects the difference between the number of accesses subscribed to according to the chosen monthly license and the actual consumption observed over the elapsed calendar month. Invoicing is based on the Client's consumption. The Client can check this consumption from the Client Administrator's Account.
The Client understands that an adjustment invoice may be sent to cover these overages. These invoices are not subject to a Purchase Order. The applicable rates are those mentioned in the Pricing Annex of this Contract.
These invoices are sent in digital format via email. The Client accepts the systematic dematerialization of invoices. No paper copies will be issued. The invoice is payable thirty (30) days following its date of issue unless otherwise specified in the Purchase Order.
All payments under this Contract will be made by direct debit from the credit card number provided by the Client at the time of registration. In exceptional cases, payment may be made by bank transfer.
The Client guarantees the availability of funds and necessary authorizations for the chosen payment method and undertakes to keep the payment means (credit card and bank account) linked to the Contract valid and to promptly inform LiveMeUp of any changes related to their payment methods and to make any necessary modifications if required.
7.3 - Late Payment Penalties
The Client's failure to pay the amounts due by the due date shall, by operation of law and without the need for prior notice, immediately make the amounts due payable and result in the billing of late payment interest calculated at a rate three (3) times the applicable legal interest rate in France. Late payment penalties are due on the day following the due date on the invoice, without prejudice to the suspension of services until full payment, or the application of the "Termination" article.
In any case, in accordance with the provisions of Article L 441-6 of the Commercial Code, LiveMeUp is entitled to claim from the Client, without prior notice, a fixed indemnity for collection costs in the amount of forty (40) euros or to seek additional compensation from the Client under the conditions provided by Article L 441-6 of the Commercial Code.
LiveMeUp is expressly authorized to suspend the performance of its obligations under the Contract in the event of the Client's failure to pay the amounts due, one (1) month after receiving a registered letter with acknowledgment of receipt notifying the Client of the need to make the payment, which has remained unsuccessful.
8 - INTELLECTUAL PROPERTY
8.1 - Scope of Granted Rights
LiveMeUp grants the Client the right to access the Platform and the Web Console and Mobile Application, as well as the Documentation under this Contract. This right to use the Platform, Web Console, and Mobile Application is non-exclusive, non-transferable, and non-sublicensable.
The Client acquires no intellectual property rights or any other rights beyond those granted by this Contract. The Client undertakes, directly and indirectly, not to encourage any third party to:
(i) modify, reproduce, copy, translate, reverse engineer, decrypt, decompile, disassemble, create derivatives of all or part of the Platform or attempt to access the source code or protocols from the object code of the Platform in any other way;
(ii) allow or facilitate unauthorized access to the Platform by third parties;
(iii) compromise the logical and material integrity of the Platform;
(iv) use the Platform for the benefit of third parties in any way, including providing a desktop service, shared service, or any other service to third parties;
(v) participate in or assist in the development, sale, or marketing of a Platform that competes with the Platform.
LiveMeUp reserves the right to make any corrections for Defects or Incidents and any improvements to the Platform, Web Console, and Mobile Application.
LiveMeUp remains the owner of intellectual property rights at all times for all tools, software, methods, and know-how it provides to the Client for the execution of the Contract. The Contract does not entail any transfer of intellectual property rights. The Client undertakes not to disclose, sublicense, publish, transmit, or make the Services and any element of the Services available to any third party not authorized by LiveMeUp. As a result, the Client undertakes to secure and protect the Services and take all necessary actions to comply with this obligation, including providing the necessary instructions to its authorized employees and consultants who have access to LiveMeUp's Platform.
8.2 - Eviction Warranty
LiveMeUp warrants to the Client that it holds or is licensed, either originally or through a contract, the intellectual property rights necessary for the execution of the Services and guarantees the peaceful enjoyment of these Services for the duration of the Contract.
The Parties mutually guarantee each other against any disturbance, claim, or any infringement action based on the intellectual property rights necessary for the execution of the Services, as well as any convictions that may be pronounced against either Party in this regard. The Parties undertake not to compromise, directly or indirectly, the intellectual property rights of the other Party in any way. Each Party shall refrain from granting any rights or creating any warranties, security, or privilege whatsoever on the elements covered by the intellectual property rights of the other Party.
LiveMeUp undertakes to make its best efforts to ensure compliance with the Service Levels defined by the Parties in the Purchase Order, as well as the implementation of industry-standard Data security practices in the execution of the Contract.
8.3 - Third-Party Software
LiveMeUp is not responsible for any third-party software or programs made available or not to the Client as part of the Services, which may include security vulnerabilities, development errors, as well as additional licensing fees. LiveMeUp does not provide any warranty for Third-Party Software, which may include Open Source Software.
If LiveMeUp provides Third-Party Software as part of the Services, the Client agrees to comply with the additional applicable license conditions and to use the Third-Party Software exclusively in the context of the Services. The Client acknowledges that the activation of Third-Party Software constitutes acceptance of the additional license conditions and that LiveMeUp shall not be held responsible for the Client's unauthorized use of Third-Party Software. LiveMeUp will inform the Client in advance of the additional license conditions applicable to Third-Party Software, as applicable.
9 - PERSONAL DATA
To provide the Services, LiveMeUp collects personal data, and the Client accepts the processing of this data under the conditions provided in the data management policy and security assurance plan of LiveMeUp, attached hereto.
The Parties undertake to comply with all applicable regulations regarding the processing of personal data, and in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016.
LiveMeUp declares that it is aware of and has informed its employees of the strictly confidential nature of health data handled by the Client and Authorized Users within the LiveMeUp Platform. Consequently, it undertakes to adhere to this confidentiality commitment indefinitely. Furthermore, it undertakes to ensure that health data is not accessed without the express consent of the Client and, in any case, only in connection with the Services provided under this Contract.
LiveMeUp guarantees secure hosting in compliance with applicable standards of the Platform and the data collected as part of its operation.
The Client must take all necessary measures to protect its information system, particularly with regard to protection against viruses, worms, and other intrusion methods.
All operations to restore or reconstruct lost or damaged data, programs, or files are not covered by this Contract.
10 - AUDIT
During the term of the Contract and up to one (1) year after its termination, for whatever reason, the Service Provider reserves the right to verify the compliance of the use of the Platform with the provisions of the Contract. To do so, LiveMeUp will notify the Client, with three (3) Business Days' notice, of its intention to conduct or have conducted, at its own expense by any third party of its choice not in competition with the Client, an audit on records and/or on site(s) to verify that the use of the Platform complies with the provisions of the Contract.
These audits take place during the Client's normal working hours, without unduly disrupting its activity.
The Client agrees to cooperate in good faith with any auditor designated by LiveMeUp and will facilitate their mission by answering any questions.
In the event that an audit reveals that amounts are owed to LiveMeUp, the Client will be required to immediately bring itself into compliance with the provisions of the Contract and proceed immediately to the payment of the entire said amounts; it being understood that in such a case, the Client will bear the full cost of the audit, without prejudice to any damages that LiveMeUp may claim.
11 - LIABILITY
The liability of either Party can only be engaged in the event of a breach of its obligations under this Contract, causing material and immaterial, direct harm to the other Party. In any case, LiveMeUp's liability cannot exceed the price paid by the Client for the Services provided under the relevant Purchase Order, during the twelve (12) months preceding the occurrence of the damage causing harm to the Client.
LiveMeUp excludes any liability for indirect damages such as loss of profit, commercial or financial loss, increased overhead, consequences of third-party claims, or loss originating from or resulting from this Contract. LiveMeUp's liability can only be engaged for acts carried out by itself or its employees in the performance of the Services.
The Client acknowledges that LiveMeUp is exempt from any liability in the event of technical failures (including network congestion, bandwidth fluctuations beyond its control, network interruptions, viruses) and security failures of internet service providers, network operators, and all third parties whose services are necessary for the provision of the Services, including when these failures result in complete or partial discontinuity or unavailability of the Services.
The Client acknowledges that the use of the Platform requires the simultaneous proper functioning of the Mobile Application and the Web Console.
LiveMeUp is in no way responsible for the Client's use of the Platform, including the Client's responsibility for:
- Its internet access and the use of the Platform by Authorized Users,
- Ensuring that its equipment is compatible with the Platform's prerequisites detailed in Annex 1: Technical and Functional Documentation,
- Ensuring the maintenance and updates of this equipment for the use of the Platform.
12 - SUBCONTRACTING
The Client acknowledges and accepts LiveMeUp's use of subcontractors for the performance of all or part of the Services provided under the Contract, subject to compliance with the provisions of the Data Management Policy concerning subcontracting of personal data processing.
The use of subcontracting does not relieve LiveMeUp of any of its obligations and responsibilities arising from the Contract. LiveMeUp remains solely responsible to the Client for the proper performance of the services provided under the Contract and provided by its subcontractors.
13 - FORCE MAJEURE AND UNFORESEEN CIRCUMSTANCES
Any case of force majeure suspends the obligations of the Contract. In this case, the Parties' liability cannot be engaged in the event of delay or non-performance of their obligations. Force majeure includes, in addition to those recognized by the case law of the Court of Cassation, epidemics, pandemics, total or partial strikes external to LiveMeUp, lockouts, blockage of means of transportation or supply for any reason, earthquake, fire, storm, flood, water damage, legal or regulatory restrictions or modifications, telecommunications blockage, and any other events beyond the control of the Parties, preventing the performance of the Contract.
The Party experiencing force majeure must promptly notify the other Party of the occurrence of the event and its cessation, if any, by describing the event invoked that prevents the performance of its obligations.
In the event of the persistence of the state of force majeure for more than thirty (30) days, the Parties may then have the termination of this Contract declared for force majeure, and they will be released from any obligations under this Contract without mutual compensation, except for the clauses that survive and are identified as such herein.
The Parties expressly agree to exclude the application of Article 1195 of the Civil Code to this Contract.
14 - INSURANCE
The Parties declare that they have taken out an insurance policy with an insurance company covering their professional liability and operational liability, for material and immaterial damages resulting or not resulting from which they may be liable and will pay the corresponding premiums.
The Parties acknowledge that they hold insurance policies also covering infringement, theft, or loss of data, which may result from material or immaterial damages, resulting or not from which they may be liable in the course of their professional activities, and they will pay the corresponding premiums.
These insurance policies must be maintained for the entire duration of the Contract, with a solvent insurance company with an establishment in France. An annual certificate of said insurance policies must be provided and attached to this Contract, and will be provided spontaneously by LiveMeUp to the Client every year, at each annual due date of said insurance policies.
15 - CONFIDENTIALITY
Each Party undertakes to:
(i) keep confidential all information received from the other Party, using at least the same degree of vigilance as it uses to protect its own confidential information;
(ii) not disclose the confidential information received from the other Party to any third party, other than employees or agents who need to know them for the performance of this Contract;
(iii) use the confidential information received from the other Party solely for the purpose of exercising its rights and fulfilling its obligations under this Contract;
(iv) comply with any medical confidentiality applicable to the information that may be concerned, if applicable.
The Parties have no obligation regarding information that:
(i) has or would have fallen into the public domain independently of any fault of the receiving Party;
(ii) is independently developed by the receiving Party;
(iii) is legitimately received from a third party not subject to a confidentiality obligation,
(iv) must be disclosed under the law or by order of an administrative or judicial authority, in which case such information must be disclosed only to the extent required by such authority, and after written notice to the other Party.
This mutual confidentiality obligation applies during the entire term of this Contract and, in any event, for a period of five (5) years after the termination of this Contract.
Each Party must return or destroy all copies of documents and media containing the other Party's confidential information, as of the end of this Contract, regardless of the cause. The Parties also undertake to enforce these provisions by their personnel and by any employee or third party who may be involved in any capacity under this Contract.
16 - SUSPENSION OF SERVICES
LiveMeUp reserves the right to suspend the Services, including access to the Platform, in the event of a contractual breach by the Client that is not remedied following notice of the breach but also in the case of unpaid amounts by the Client or the illegal use of the Services, under the following conditions:
As soon as LiveMeUp becomes aware of Data or any use of the Services that is illegal or contractually prohibited, access to the Platform will be suspended as soon as possible.LiveMeUp reserves the right to terminate the Contract for the Client's breach of its obligations, if applicable, under the conditions provided in the "Termination for Default" section, without notice to correct the observed breach.
Any suspension or termination of the Services under the terms of this section does not result in an extension of the duration for which the Services have been subscribed due to the suspension of such Services. The Client remains obliged to pay for the Services for the duration subscribed in the relevant Purchase Order and cannot claim any refund of the price and costs associated with the Services suspended for the suspension period.
17 - TERMINATION
17.1 - Termination at Convenience
Either Party may terminate all or part of the Contract, including Purchase Orders, for convenience, by notifying the other Party of its intention, subject to a two (2) months' notice, notified by registered letter with acknowledgment of receipt. During the notice period, the Parties remain obligated to perform their obligations, including the provision of the Services and their payment.
17.2 - Termination for Default
In the event of a serious and repeated breach of its obligations by a Party, the other Party may terminate the Contract automatically within thirty (30) days of notification of a registered letter with acknowledgment of receipt, requiring the defaulting Party to fulfill its obligations. This thirty (30) day period does not need to be observed if the unfulfilled obligation is not capable of regularization or regularization. In this case, the registered letter will merely state the definitive and immediate termination of the Contract.
The Contract may be terminated by either Party in the event of the other Party's cessation of activities or the commencement of insolvency proceedings against the other Party, subject to the provisions of Articles L622-13 and L641-10 of the French Commercial Code.
The termination of the Contract, regardless of the reason, obliges the Client to stop using the Platform, the Web Console, and the Mobile Application, from the end of the reversion period provided herein.
18 - MISCELLANEOUS PROVISIONS
18.1 - Proof Convention
This Contract, whether signed through a technical process of electronic signature meeting the criteria of an advanced signature, under the conditions of Article 1367 of the Civil Code, or by hand, has the same probative force regardless of the mode of signature chosen by either of the Parties.
The Parties expressly agree that connection logs, consumption statements, purchase orders, payment summaries, and incident management reports related to the use of the Platform are binding on the Client and are admissible, especially in case of a legal proceeding.
18.2 - Reference
Unless otherwise stated, the Client authorizes LiveMeUp, for the duration of this Contract, to mention the commercial relationship and use its corporate name and logos as a commercial reference to prospects in its marketing and advertising documents, including on its website.
18.3 - Assignment
This Contract is concluded in consideration of the Parties and may not be transferred in whole or in part by the Client, for consideration or free of charge, without the prior written agreement of the Service Provider. The assignment of the Contract may not be made without the obligations of the Parties being previously settled or expressly assumed by the assignee.
18.4 - Non-Waiver
The failure of one of the Parties to invoke any contractual breach of the other Party's obligations under the Contract shall not be interpreted as a waiver of the obligation in question, nor confer on the other Party any rights under this Contract.
18.5 - Partial Invalidity
In the event that one of the clauses of the Contract is declared null or void, including under the application of a law, a regulation, or as a result of a final decision of a competent court, res judicata, the clause in question will be deemed unwritten and will not cause the nullity of the Contract. The Parties will endeavor, as far as possible, to remedy this invalidity by way of an amendment replacing the clause with valid provisions corresponding to the spirit and purpose of the Contract.
18.6 - Contractual Amendments
Any modification of one of the clauses of this Contract will be valid only after mutual agreement of the Parties, formalized by an amendment to the Contract signed by both Parties.
18.7 - Independence of the Parties
The Parties are and remain legally independent and assume the risks related to their respective activities. This Contract may not be interpreted as establishing an exclusive partnership, mandate, de facto or legal association, or any legal relationship other than this Contract between the Parties.
18.8 - Titles
The headings and subheadings appearing in this Contract are included for convenience only. These headings and subheadings may not be used in any way to interpret any provision of this Contract. In the event of a contradiction between any of the article titles and any clause, the titles will be declared non-existent.
18.9 - Notifications and Contacts
All notifications provided in this Contract will be made by registered letter with acknowledgment of receipt sent to the registered offices of the Parties whose addresses appear at the beginning of this Contract. Any change of address must be notified in advance to the other Party before the effective date of such change.
If necessary, the Parties may designate contact persons, technical or governance, for the subscribed Services.
19 - JURISDICTION
This Contract is exclusively governed by French law.
The Parties will make every effort to amicably resolve any disputes related to this Contract. In the event of a persistent dispute beyond a period of one (1) month, either Party may refer the matter to the competent court.
All disputes, disputes arising from the formation, validity, interpretation, or performance of this Contract will be under the exclusive jurisdiction of the courts of Lille, notwithstanding the plurality of defendants or third-party proceedings, including for conservatory measures and for any summary or ex-parte proceedings.