Article 1 – Preamble

NEW IVS, hereinafter referred to as the Renter, specializes in the development of software solutions for image processing and video analysis.

IVS has developed a compact PLUG & PLAY tool, hereinafter referred to as IVStore, consisting of a box with a nano-computer, two cameras for taking pictures, and image analysis software, which can be accessed directly online in SaaS mode, or on Smartphones.

IVStore has been specially designed for the retail industry and should allow to better understand the behavior of customers in stores.

The Tenant wishes to benefit from the services provided by IVStore, which IVS accepts under the following conditions.

 

Article 2 – Definitions

The following terms and expressions shall, unless otherwise specified, have the meaning given to them below if they appear with their first letter capitalized, whether or not in the singular or plural, in this contract and in any other document issued by IVS

 

IVStore: refers to the equipment used to take pictures and the associated image processing service accessible in SaaS mode and over which the Renter has and retains all intellectual property rights.

Client: means the professional individual or legal entity wishing to use IVStore and who is responsible for paying the rent.

Supplier or IVS: means the company IVS.

Equipment: refers to the camera and image processing equipment made available on the Client’s premises.

User: means the person placed under the responsibility of the Client (employee with authorized access to IVStore by the Supplier).

Services: shall mean the processing of the image for use by the Tenant.

Site: shall mean the Internet site that can be consulted at the address ivstore.fr and that allows the Client to access IVStore’s Services with a personalized login and password.

 

Article 3 – Contractual documents

The rental contract is composed of the following contractual documents listed in decreasing order of priority:

 

The order form

The present general rental conditions

In case of contradiction, the document of higher rank will prevail. The above documents constitute the entirety of the commitments existing between the parties. They replace and cancel any previous commitment, oral or written, relating to the subject of the contract.

 

Article 4 – Purpose of the contract and acceptance

The purpose of this contract is to define the general terms and conditions of rental of IVStore granted by the Supplier.

The Client expressly acknowledges having read and accepted these general rental conditions prior to signing the order form.

 
Article 5 – Delivery of the Equipment – Reception

The Supplier shall ensure the delivery of the Equipment to the place specified on the order form.

The Client acknowledges that he/she is fully aware of the functionalities of the Equipment that he/she has freely chosen.

He declares in particular to have made sure before the regularization of the present of the technical conformity of his premises to the installation of the Equipment.

He commits himself to take the delivery of the Equipment under his only responsibility at his own risk and to sign the delivery note noting the conformity and the good functioning of the Equipment.

The Client shall not refuse delivery for reasons other than the non-conformity or malfunction of the Equipment.

In case of non-conformity or malfunction of the Equipment, the Client undertakes to inform the Supplier by e-mail within a maximum of 3 days from the delivery and to provide all useful information on the damage noted. Otherwise, taking possession of the Equipment without reservations shall constitute recognition by the Client of the conformity of the Equipment delivered.

The installation and commissioning of the Equipment shall be the responsibility of the Client.

 

Article 6 – Transfer of risks

The Client acknowledges that as soon as he takes possession of the Equipment, he shall be responsible in his capacity as custodian for any damage that may be caused to property or persons and resulting from the use of the Equipment, regardless of the cause.

The Client is also responsible for any deterioration or partial or total destruction of the Equipment installed in its premises.

 

Article 7 – Access and license to use the Services
7.1 – Access to the Services

To access the IVStore Services, the Client must first configure the Equipment by following the simple procedure provided, then connect to the IVS server accessible at ivstore.fr and enter its identifiers in the fields provided for this purpose.

It is reminded that the Services may only be used by persons authorized by the Client and under his responsibility.

7.2 – License to use the Services

Under this agreement, Supplier grants Tenant a personal, non-exclusive, non-assignable and non-transferable right to use the Services for the duration of the agreement.

The Tenant may only use the Services in object code form for the sole purpose of the internal operation of its business, in accordance with the section “Tenant’s Responsibility” herein.

The right of use means the right to represent and implement the Services in accordance with their intended purpose in SaaS mode via an Internet connection.

The Renter shall not under any circumstances make the IVStore Service available to a third party and shall strictly refrain from any other use, in particular, any adaptation, modification, translation, arrangement, decompilation, without this list being limitative.

The Supplier reserves the right to suspend the Tenant’s access to the IVSTORE service if it is proven that the user of this service is a natural or legal person competing with IVS.

Article 8 – Effective date – Duration

The present contract is concluded and irrevocably accepted on the day the Client signs the order form.

The initial rental period takes effect on the first day of the month following the date of delivery of the Equipment mentioned on the delivery order.

The contract is concluded for a period of 36 months and takes effect on the first day of the month following the date of delivery of the Equipment mentioned on the delivery order.

The contract is renewable by tacit agreement for successive periods of 12 months, unless one of the parties notifies its intention not to renew the contract by registered letter with acknowledgement of receipt, giving three months’ notice before the contract expires.

Article 9 – Financial conditions
9.1 – Tariff – Invoicing

The amount of the rent is indicated on the order form, exclusive of tax, and gives rise to a monthly invoice payable in cash and in arrears.

IVS reserves the right to revise the amount of the rent when the contract is renewed.

9.2 – Suspension

Any unpaid invoice on its due date will result in the Supplier sending a reminder e-mail to the Client.

In the event of non-payment of the amounts due within 48 hours of this e-mail, the Supplier reserves the right to suspend access to IVStore Services.

9.3 – Payment delay and late payment

Any unpaid, rejected or late payment, even partial, of a single invoice or due date shall automatically result in

The application of late payment penalties calculated from the day after the due date of the invoice until its full payment and equal to the rate applied by the European Central Bank (ECB) to its refinancing operation in force at the time of application of this clause, increased by 10 percentage points.

The application of a fixed indemnity for collection costs of €40.00 (FORTY EUROS), without prejudice to any other right or remedy available to IVS.

In the event that the collection costs incurred exceed the amount of this fixed indemnity, IVS may request additional compensation upon justification (Article L 441-6 of the French Commercial Code).

Article 10 – Insurance

The Client agrees to take out insurance covering the Equipment for the duration of the rental period against risks such as loss, theft, damage, destruction, fire and explosion, whatever the cause.

This insurance must also guarantee the consequences of the civil liability of the Client due to the use and/or custody of the Equipment.

The Client agrees to provide the Supplier, upon request, with a certificate of insurance covering the above-mentioned risks.

The Client shall inform the Supplier by e-mail within 48 hours of the occurrence of any damage to the Equipment.

Article 11 – Obligations of the Tenant

The Client agrees to pay the rent in accordance with the provisions of Article 9 “Financial Conditions”.

The Client expressly agrees to use the rented Equipment for the purpose for which it is normally intended.

The Client is expressly prohibited from subletting or transferring the Equipment.

The Client may move the Equipment if necessary, provided that it obtains the Supplier’s prior and express authorization.

The Client undertakes to inform the Supplier of any new location for the installation of the Equipment, in particular in the event of a move or other reasons.

Article 12 – Obligations of the Supplier

The Supplier undertakes to provide the Client with Equipment in perfect working order.

The Supplier undertakes to make its best efforts to ensure the proper functioning of the Services under the conditions of Article 16 below.

Article 13 – Termination

13.1 – Termination for breach of obligations

The contract can be terminated before its term by one of the parties if the other party fails to meet its commitments.

In this case, the party wishing to terminate the contract will have to give the other party formal notice to respect its commitments, and this by e-mail.

If at the end of a period of 15 days from the date of issuance of the formal notice, the other party has not complied with its obligations, this contract will be terminated by right by sending a second mail.

The letters referred to in this article shall be sent :

To the Client: at the postal address indicated on the order form

To IVS: at the address indicated on the order form.

13-2 – Termination by operation of law

The contract is automatically terminated in the event that the Tenant is the subject of receivership or liquidation proceedings, after formal notice sent by registered letter with acknowledgement of receipt to the Administrator, subject to the provisions of article L.622-13 of the French Commercial Code. This contract shall also be terminated by operation of law in the event of cessation of business, dissolution or amicable liquidation of the Client.

Article 14 – Consequences of the termination of the contract
14.1 – Payment

The Client undertakes to ensure the payment of the sums remaining due on the day of the effective termination of the contract.

14.2 – Return of the Equipment

The Client agrees to return the Equipment to the Supplier in a perfect state of maintenance and operation at the place designated by the Supplier at its own expense.

If the Equipment is no longer usable, the Supplier shall invoice the Client for the cost of repairing it.

Article 15 – Maintenance

IVS may have to interrupt the IVStore Services in whole or in part for maintenance reasons necessary for their proper functioning. The Client shall be informed as far as possible and subject to the urgent nature of the operation by personal information or at least by information on the Site.

Maintenance operations will be carried out as far as possible outside working hours.

Article 16 – Responsibility of the Client

The use of IVStore is made under the sole responsibility of the Client.

In case of abnormal use or illegal exploitation of IVStore, the client shall be solely responsible for any damage caused to third parties and for the consequences of any claims or actions that may result from such use.

The Client also waives any recourse against IVS in the event of legal action taken by a third party against it due to the use and/or illegal exploitation of IVStore.

In general, the Client undertakes to comply with all applicable regulations and shall refrain from infringing the rights of third parties.

The Client undertakes to use IVStore personally or by Users under its responsibility and not to make it available to third parties.

The provision of IVStore is made under the sole responsibility of the Client.

Article 17 – Responsibility of IVS

IVS shall make its best efforts to ensure the proper functioning of IVStore within the limits of liability set forth in this contract.

The Service and the Site are in principle accessible 24 hours a day, 7 days a week. However, IVS declines all responsibility, without this list being restrictive:

In the event of interruption of the Site or Services for technical maintenance operations as referred to in Article 15;

In the event of interruption of the Site and/or Services, or restriction of access to the network resulting from an action or omission of a third party and which are totally independent of the will of IVS;

In case of unavailability or overloading or any other cause preventing the normal functioning of the network used to access the Site and/or the IVStore Services;

In case of abnormal use or illicit exploitation of the Site and/or Services;

In case of loss by the Client of his login and/or password or in case of usurpation of his identity.

Article 18 – Intellectual property

IVS is the owner of the intellectual property rights relating to the elements made available to the Renter under this contract, in particular the IVStore Services.

These elements are made available to the Client only for the duration of the contract and for the purposes of the contract.

The presentation and content of these elements together constitute a work protected by the laws in force on intellectual property.

Copyrights

The texts, images, drawings and layout as well as the graphic charter of the Site and the IVStore Services are protected by intellectual property law. It is forbidden to copy, extract, distribute or modify the content of the Site or the IVStore Services for commercial purposes. Downloading as well as printing of texts, images and graphic elements are authorized for private and non-commercial use only.

Trademarks

The trademarks and logos appearing on the Site are registered and protected trademarks.

Any total or partial reproduction of the trademarks and/or logos on the Site without the express authorization of IVS constitutes an infringement punishable by articles L.713-2 et seq. of the Intellectual Property Code.

Article 19 – Data resulting from the operation of IVStore

The parties agree that the data resulting from the use of IVStore are and shall remain the property of the Client. However, IVS reserves the right to use said data solely for the purpose of improving the IVStore Services and for statistical purposes, which the Client expressly accepts.

Article 20 – Transfer of the contract

The parties expressly acknowledge that the Supplier may transfer all the rights and obligations of this contract to any third party that it may substitute.

The transfer of the contract includes all the rights and obligations arising for the parties hereunder. The assignee shall substitute itself for the assignor and the Client agrees to pay the rent to the assignee.

The assignment of the contract shall be formalized by a written agreement between the assignee and the Client.

Article 21 – Notices

Notices required under this agreement shall be deemed to have been sent if they are sent by e-mail to the other party at its address mentioned in the order form.

Either party may change its address for notifications by informing the other party in writing in the manner provided above.

Article 22 – Language of the contract

The French language is the official language of the contract.

Article 23 – Independence of the clauses

If any part of the terms of this contract should be found to be void, invalid or unenforceable for any reason whatsoever, the term or terms in question shall be declared non-existent and the remaining terms shall retain their full force and scope and shall continue to be enforceable. The terms declared non-existent would then be replaced by the terms that most closely resemble the content and meaning of the cancelled clause.

Article 24 – Applicable law and jurisdiction

This contract is subject to French law. Any dispute between the parties relating to their commercial relations and in particular the conclusion or interpretation or the execution and termination of this contract relating to the use of the Services will be subject to the exclusive jurisdiction of the courts of the place of IVS’s registered office, even in the event of a warranty claim or multiple defendants.