Terms and
Conditions of Use

I. Subject

The company Dropcontact (hereinafter “Dropcontact”) provides to its users (hereinafter the”Users“) a service enabling them to update the data in their customer, prospect and supplier databases (hereinafter the “Data”) through various operations on the Data, such as cleaning, correction, synchronization, enrichment, organization of the Data or the automatic detection and merging of duplicates.

The services provided by Dropcontact (hereinafter the “Services ") are accessible via the website https://www.dropcontact.com (hereinafter the “Site”).

The purpose of these terms and conditions is to define the terms and conditions of use of the Services provided on the Site as well as to define the rights and obligations of the parties within this framework.

They are accessible and printable at any time via a direct link at the bottom of the page of the Site.

They may be supplemented, if applicable, by conditions of use specific to certain Services, which supplement these terms and conditions and, in the event of contradiction, prevail over the latter.

2. Access to the Site and Services

The Site and Services are intended exclusively for professionals within the framework of their activity.

Within this framework, the Services are thus accessible, subject to the restrictions provided on the Site:

       - to any natural person who has the power or authority to fulfill a commitment under these terms and conditions. Any natural person who does not have full legal capacity may only access the Site and Services with the agreement of his legal representative;
       - to any legal person acting through an natural person having the legal capacity to contract in the name and on behalf of the legal person.

3. Acceptance of the terms and conditions

Acceptance of these terms and conditions is evidenced by a check box in the registration form. This acceptance can only be full and complete. Any registration subject to reservation is considered null and void. Any User who does not agree to be bound by these terms and conditions must not use the Services.

4. Registration on the Site

   4.1. To use the Services, the User must :
       - either fill in the registration form available on the Site;
       - either be registered on one of the third-party sites indicated on the Site and use his login identifier to connect to the said third-party site to register on the Site. In this case, he must provide Dropcontact with any additional information requested. The User expressly authorizes Dropcontact to access his account data on the third-party site in question.

In any case, the User must provide Dropcontact with all the information marked as mandatory. Any incomplete registration will not be validated.

Registration automatically entails the opening of an account in the User’s name (hereinafter the “Account”) which enables him to manage his use of the Services in a form and according to the technical means that Dropcontact deems the most appropriate for rendering the said Services.

The User guarantees that all the information they give in the registration form or that they provide via the third-party sites referred to above is accurate, up to date and truthful and is not misleading in any way.

He undertakes to update this information in his Account in the event of changes, so that it always meets the above-mentioned criteria.

The User is informed and accepts that the information entered for the purpose of creating or updating his Account worth as proof of his identity. The information entered by the User binds them as soon as it is validated.

   4.2. The User may access to his Account at any time after having identified himself using his login name and password.

The User undertakes to use the Services personally and not to allow any third party to use them in his name or on his behalf, unless the User bears full liability.

He is likewise responsible for maintaining the confidentiality of his username and password, any access to the Site using such being deemed to be made by the User. The latter must immediately contact Dropcontact at the contact details mentioned herein if he notice that his Account has been used without his knowledge. He acknowledges Dropcontact's right to take all appropriate measures in such cases.

5. Description of Services

Dropcontact provides a service to update the User Data, through various operations on the data, such as cleaning, correction, synchronization, enrichment, organization of Data or the detection and automatic merging of duplicates.

The Services are specified on the Site, in a form and according to the features and technical means that Dropcontact deems most appropriate.

To carry out the Services, Dropcontact has 2 (two) offers (hereinafter the “Offers”):
       - CRM Integration: (hereinafter the "CRM Offer"): Data is directly processed and updated in the User's CRM by Dropcontact. The User does not upload any documents on the Site. ;
       - File Processing: (hereinafter the "File Processing /API Offer"): the User uploads on the Site their files containing the Data to be processed (hereinafter the “Files”). Dropcontact carries out the updating operations and resends the processed and updated Data to the User.

6. Term of Services, Termination

The Services are subscribed to in the form of a Subscription (hereinafter the "Subscription").

The Subscription begins on the day of its subscription, subject to payment of the price in accordance with the article "Financial Conditions", for the period subscribed to by the User, which may be monthly or annual (hereinafter the "Initial Period"), from date to date.

It shall then be tacitly renewed for successive periods of the same duration as the Initial Period (hereinafter referred to, together with the Initial Period, as the "Periods"), from date to date, unless Dropcontact or the User gives notice of termination, which may be given at any time.

The User shall terminate the Subscription directly through their Account.

Dropcontact shall terminate the Subscription by sending an email to the User.

Any Subscription Period begun is due in its entirety.

The User may unsubscribe from the Services at any time through their Account.

7. Trial Period

The User may subscribe to the CRM Integration Services free of charge for a trial period (hereinafter the "Trial Period") of 7 (seven) days.

During the Trial Period, the User will have access to the CRM Integration Services for the contacts in the User's CRM with first names beginning with the letters A, B, C or D.

At the end of the Trial Period, if the User has not subscribed to the CRM Integration Offer, they will no longer be able to use the Services of this offer. Changes made to the User's CRM during the Trial Period will be retained even if the User does not subscribe to the CRM Integration Offer.

8. Financial Conditions

      8.1.3. Price of the CRM Integration Offer‍

The CRM Integration Offer can only be subscribed to through an annual Subscription.

The User expressly acknowledges that, in addition to the payment of the price of the Services, they shall be liable for a “Setup” fee when they first subscribe to the Services, the amount of which shall be indicated to the User by Dropcontact by any useful means prior to the User's subscription to the Services.

When subscribing to the CRM Integration Offer, the User has the same number of Dropcontact User licenses that they have subscribed to with his CRM solution provider (including Salesforce, Pipedrive, Hubspot...).

As part of the CRM Integration Offer, the unit is defined as a lead, a prospect or a contact in the User's CRM, it being specified that in case of duplication, each element of the duplicate is deemed to be an autonomous contact for pricing purposes (hereinafter the "CRM Unit").

Each license includes a maximum authorized number of CRM Units set in advance. If the actual number of CRM Units exceeds the maximum number allowed under the Subscription subscribed, the User automatically switches to the next Subscription that allows the processing of a greater number of CRM Units (hereinafter the "Updating").

The User will be informed of the Updating before it is effective. If the User does not wish to apply the new Subscription, they must terminate their Subscription in accordance with the provisions of the article "Term of Services, Termination".

In the event of an Updating during the Period, it will be deemed that the User has subscribed to a new Subscription for the remaining Period. In this regard :
       - the sums due for the current Period prior to the date of the Update remain due in their entirety;
       - the User will owe the difference between the old and new Subscriptions under the conditions set out in the "Financial Conditions" article.

Use of the Services after the effective date of the Updating by the Subscriber shall be taken as acceptance by the User of the prices of the next Subscription.

   8.3. Invoicing
‍
The Services are subject to invoices per Subscription Period as defined in the “Term of Services, Termination” article which are transmitted to the User by any means deemed useful.



   8.4. Terms of payment
Payment of the Subscription price is made by credit card or direct debit from the User's credit card number.

The debit is implemented by the company Stripe, which alone keeps the User's bank details for this purpose. Dropcontact does not keep any bank details.

The price of the Subscription is due and debited on the day the Subscription is taken out, then on its anniversary date on each renewal.

The User guarantees Dropcontact that he has the necessary authorizations to use the chosen method of payment. He undertakes to take the necessary steps to ensure that the Subscription price can be debited automatically.

   8.5. Late Payments delays and incidents

The User is informed and expressly accepts that any delay in payment of all or part of a sum due on its due date will automatically entail the termination of the Services, without prejudice to the provisions of the “Sanctions for breaches” and “Term of Services, Termination” articles and from the day following the date of payment appearing on the invoice:
       (i) the forfeiture of the term of all sums due by the User and their immediate payability;
       (ii) the immediate suspension of the Services in progress until reception of payment in full of the sums due by the User;
       (iii) the invoicing to the benefit of Dropcontact of late payment interest at the rate of 3 (three) times the legal interest rate, based on the amount of the total sums due by the User and a flat-rate compensation of €40 (forty) for recovery fees, without prejudice to additional compensation if the collection costs actually incurred are higher than this amount.

9. Convention of proof

The User expressly acknowledges and accepts:

       (i) that the data collected on the Site and Dropcontact's IT equipment constitute proof of the reality of the transactions carried out within the framework of this agreement;
       (ii) that these data constitute the main form of proof accepted between the parties, in particular for the calculation of the sums due to Dropcontact.

10. User Obligations

Without prejudice to the other obligations provided for herein, the User undertakes to comply with the following obligations.

   10.1. The User undertakes, in his use of the Services, to comply with the laws and regulations in force and not to breach the rights of third parties or public order.

   10.2. The User acknowledges having read on the Site the characteristics and constraints, in particular technical, of all the Services. He is solely responsible for his use of the Services.

   10.3. The User undertakes to make strictly personal use of the Services. He therefore refrains from assigning, delegating or transferring all or part of their rights or obligations hereunder to any third party in any way whatsoever.

   10.4. The User undertakes to provide Dropcontact with all the information necessary for the proper execution of the Services. More generally, the User undertakes to cooperate actively with Dropcontact in order to ensure the proper execution of this agreement.

   10.5. When the Data is stored on the servers of a third-party service provider, for example Salesforce, Hubspot and Pipedrive, the User expressly authorizes Dropcontact to access his Data, and where applicable his account on the service provider's site, and to perform on the Data any operation necessary for the implementation of the Services, such as adding, altering, deleting or merging the

Data. The User undertakes to take all useful measures and to provide Dropcontact with all information necessary for this purpose.

   10.6. The User acknowledges that the Services provide his with an additional, non-alternative solution for processing, correcting and updating his Data and that this solution is not a substitute for the other means that the User may otherwise have at his disposal to achieve the same goal.

   10.7. The User is informed and accepts that the implementation of the Services requires his to be connected to the Internet and that the quality of the Services depends directly on this connection, for which he is solely responsible.

11. User Warranty

The User holds Dropcontact harmless against any complaints, claims, actions and/or demands whatsoever that Dropcontact may suffer as a result of the breach by the User of any of his obligations or warranties under these terms and conditions.

He undertakes to compensate Dropcontact for any damage it may suffer and to pay all costs, charges and/or sentences it may have to bear as a result.

12. Prohibited Conduct

   12.1. It is strictly prohibited to use the Services for the following purposes:
       - the exercise of activities that are illegal, fraudulent or breach the rights or safety of third parties,
       - the breach of public order or violation of the laws and regulations in force,
       - the intrusion into the IT system of a third party or any activity likely to harm, control, interfere with, or intercept all or part of the IT system of a third party, violate its integrity or security,
       - the sending of unsolicited emails and/or commercial prospecting or solicitation,
       - the manipulations intended to improve the referencing of a third-party site,
       - the aid or incitement, in any form and in any way whatsoever, to one or more of the acts and activities described above,
       - and more generally any practice that diverts the Services for purposes other than those for which they were designed.

   12.2. It is strictly prohibited for Users to copy and/or misappropriate for their own purposes or those of third parties the concept, technologies, all or part of the data or any other element of the Site.

   12.3. The following are also strictly prohibited: (i) any conduct likely to interrupt, suspend, slow down or prevent the continuity of the Services, (ii) any intrusion or attempted intrusion into Dropcontact's systems, (iii) any diversion of the Site's system resources, (iv) any action likely to impose a disproportionate burden on the Site's infrastructure, (v) any breach of security and authentication measures, (vi) any act likely to harm the financial, commercial or moral rights and interests of Dropcontact or users of its Site, and more generally (vii) any breach of these terms and conditions.

   12.4. It is strictly prohibited to monetize, sell or grant all or part of the access to the Services or to the Site, as well as to the information hosted and/or shared therein.

13. Sanctions for breaches

In the event of failure to comply with any of the provisions of these terms and conditions or, more generally, of breach of the laws and regulations in force by a User, Dropcontact reserves the right to take all appropriate measures and in particular to:
       (i) Suspend access to the Services of the User who committed or participated in the breach or infringment,
       (ii) Delete any content posted on the Site,
       (iii) Publish on the Site any information message that Dropcontact deems useful,
       (iv) Notify any relevant authority,
       (v) Initiate any legal action.

14. Liability and warranty of Dropcontact

   14.1. Dropcontact undertakes to provide the Services with due diligence and according to the rules of art, it being specified that it has an obligation of means, to the exclusion of any obligation of result, which the Users expressly acknowledge and accept.

   14.2. As the Services are carried out by an algorithm using an automatic process, Dropcontact cannot guarantee that the updating of the Data will be free of errors, in particular in the event of homonymy, and cannot be held liable in this respect. In the event of an error, Dropcontact undertakes, at the User's request, to correct the said error as soon as possible.  

   14.3. Dropcontact undertakes to carry out regular checks to verify the operation and accessibility of the Site. As such, Dropcontact reserves the right to temporarily interrupt access to the Site for maintenance reasons. Dropcontact cannot be held liable for momentary difficulties or impossibilities in accessing the Site due to circumstances beyond its control, force majeure as defined in article 1218 of the French Civil Code, or due to disruptions in telecommunications networks.

   14.4. Dropcontact does not guarantee Users (i) that the Services, which are subject to constant research to improve their performance and progress, will be totally free of errors, defects or faults, (ii) that the Services, being standard and in no way provided solely to a given User according to his own personal constraints, will specifically meet his needs and expectations.

   14.5. In any and all cases, the liability that may be incurred by Dropcontact hereunder is expressly limited solely to proven direct damage suffered by the User.

15. Intellectual property of Dropcontact

The systems, software, structures, infrastructures, databases and content of any kind (texts, images, visuals, music, logos, trademarks, databases, etc.) operated by Dropcontact within the Site are protected by all intellectual property rights or rights of database producers in force. Any disassembly, decompilation, decryption, extraction, reuse, copying and more generally, all acts of reproduction, representation, distribution and use of any of these elements, in whole or in part, without the authorization of Dropcontact are strictly prohibited and may be subject to legal actions.

Specifically, the processing and data enhancement carried out by Dropcontact are protected by the sui generis right of the producers of the applicable data. Therefore, any disassembly, decompilation, decryption, extraction, reuse, copying and, more generally, any act of reproduction, representation, dissemination and use of any of the data, in whole or in part, and in particular with the aim of reselling it, are strictly prohibited and may be subject to legal action, a fact the User expressly acknowledges.

16. Personal data

 16.1. Users' personal data
Dropcontact has a personal data protection policy, the characteristics of which are specified in the document entitled "Personal Data Protection Charter", of which the User is expressly invited to become acquainted.

   16.2. Data processed by Dropcontact as part of the Services
The processing of Data by Dropcontact is subject to the "Data processing agreement" accessible on the Site, which the User must expressly accept by checking a box in the registration form.

17. Advertising

Dropcontact reserves the right to insert on any page of the Site and in any communication to Users any advertising or promotional messages in a form and under conditions of which Dropcontact shall be the sole judge.

18. Links and third party sites

Dropcontact may in no circumstances be held liable for the technical availability of websites or mobile applications operated by third parties (including any possible partners) to which the User would have access via the Site.

Dropcontact assumes no liabilities for the content, advertising, products and/or services available on such third -party sites and mobile applications, which are governed by their own conditions of use.

Dropcontact is also not liable for transactions between the User and any advertiser, professional or merchant (including any possible partners) to which the User would be directed via the Site and cannot under any circumstances be a party to any disputes whatsoever with these third parties regarding in particular the delivery of products and/or services, guarantees, representations and any other obligations whatsoever to which these third parties are bound.

19. Commercial references

The User expressly authorizes Dropcontact to quote him and to use, if necessary, the reproduction of his brand or logo as a commercial reference, in particular during events, in its commercial documents and on its website, in any form whatsoever.

20. Modifications

   20.1. Dropcontact reserves the right to modify these terms and conditions at any time.

   20.2. The registered User will be informed of such changes by any useful means at least 1 (one) month before they come into force

The amended terms and conditions will apply as of the renewal of the Subscription following their coming into force.

   20.3. In case he does not accept the amended terms and conditions, he must unsubscribe from the Services in accordance with the terms and conditions specified in the “Term of Services, Termination” article.

   20.4. Any User who uses the Services after the coming into force of the amended terms and conditions is deemed to have accepted these modifications.

21. Language

In the event of a translation of these terms and conditions into one or more languages, the language of interpretation shall be the French language in the event of a contradiction or dispute regarding the meaning of any term or provision.

22. Applicable law and jurisdiction

These general terms and conditions are governed by French law.In the event of any dispute regarding the validity, interpretation and/or execution of these terms and conditions, the parties agree that the courts of Paris shall have exclusive jurisdiction, save conflicting mandatory rules of practice.

23. Implementation

These terms and conditions came into force on 18, March 2020.