Terms of Use of the AGICAP Application

Last updated on 04/19/2021

IT IS IMPORTANT THAT YOU READ THROUGH THESE TERMS OF USE CAREFULLY, BEFORE USING THE APPLICATION. IF YOU DO NOT ACCEPT THESE TERMS, YOU SHOULD NOT CLICK ON “I AGREE”. AGICAP RECOMMENDS THAT YOU PRINT OUT THE TERMS OF USE BEFORE AGREEING TO THEM, TO MAKE SURE YOU ACCEPT THEM WITHOUT RESERVATION. IF YOU USE THIS APPLICATION IN ANY WAY WHATSOEVER, YOU ARE AGREEING TO ADHERE TO THESE TERMS OF USE, WHICH CONSTITUTE A CONTRACT BETWEEN AGICAP AND YOURSELF.

1 – Definitions

The terms defined below and used in these Terms of Use will be understood as having the following meanings: AGICAP: the company that developed the Application and its Features: AGICAP, a simplified joint stock company with capital of €18,258 and head offices located at 13 quai du Commerce, 69009 Lyon, France, registered with the Lyon Trade & Companies Register (RCS) under number 823 248 703. Application: the computer accessible platform made available to users by AGICAP. TOU: the present Terms of Use. Client: any professional with a registered business, who has a subscription agreement with AGICAP allowing them to make the Application available to Users. Contract: the present contract, concluded between AGICAP and the User. Company Interface: the space where the Client and/or the User accesses the Features, with the specification that the Client may have as many Company Interfaces as it has establishments for which it wants to sign up for a subscription. An “establishment” is understood as a legally independent entity within the Client’s organization, that has its own business registration number and bank account. License: the right to use the Application, allowing the User to access and use for the duration of the period for which it was granted. Party or Parties: AGICAP and the User, either individually or collectively. Privacy Policy: AGICAP’s Privacy Policy, available at https://agicap.com/en/privacy-policy. Features: the Features performed by the Application, as described herein. User: any natural person with access rights to the Application, in accordance with the terms of the TOU.

2 – Scope

2.1 These TOU define the terms and conditions under which the User will access and utilize the Features. 2.2 Any use of the Application by the User entails the latter’s full and unreserved acceptance of these TOU. The User accepts these Terms of Use, acknowledges having reviewed them in their entirety and therefore waives any ability to invoke contradictory documentation. 2.3 AGICAP may modify the TOU at any time. The relationship between the Parties will always be governed by the most recent version of the TOU on the date of the User’s use of the Application. In the event that these TOU are modified, the User will be asked to agree to the new terms and conditions, which will be applicable as from the date of that acceptance.

3 – Description of the Application

The purpose of the Application is to offer the Client and its Users a solution designed to assist professionals with the management of their company’s cash flows. In particular, its functions include cash flow monitoring, cash forecasting and reporting.

4 – Access to the Application

4.1 The Application is exclusively intended for use by professionals. To be able to use the Application, the User must be a duly declared, registered professional and/or an employee of a duly declared and registered professional Client. 4.2 The Application is accessible online at https://app.agicap.com/en. Because the Application is not available for download, but rather only online, accessing and using it requires an Internet connection and a web browser. 4.3 The User must register in the Application in order to use it and access their account. To register, the User will need to complete a sign-up form, providing AGICAP with the information it needs to identify the User’s establishment, namely including the company name, as well as a telephone number, an email address and a password. The User will be asked to create their own password for secure access to their account. That registration will be valid once these TOU have been expressly accepted and the required registration information has been completed. Once the sign-up form is complete and the User’s registration has been confirmed by AGICAP, the User will receive an email confirmation. 4.4 The User is not authorized to create more than one user account in the Application. They can however create as many Company Interfaces as they like, within the limits of the Client’s subscription.

5 – Features available in the Application

5.1 Once access to the Application is confirmed, the User will be able to access its Features. The Features to which the User will have access in the Application will depend on whether or not the Client has taken out a subscription. Without a subscription, the following Features will be accessible by the User via the Application: Access to the different subscription packages offered by AGICAP Access to the User’s Company Interface(s) and, more generally, access to the Features during a trial period of 24 hours running from the User’s registration, after which the Client must take out a subscription in order for the User to continue using the Application. From the start date of the Client’s subscription, the User will have access to all the Application’s Features which are covered by that subscription, such as: Cash flow monitoring tools Cash forecasting tools Reporting and collaboration tools Advanced and custom functionalities. 5.2 The User may choose to use the bank account information Features to automatically import their transactions and other banking information (“Banking Information”) into their Company Interface(s), as an alternative to manual data entry. The bank account information Features allow the User to link certain bank accounts and other payment accounts held by the Client (“Accounts”) to their Company Interface(s) so Banking Information can be automatically from any such Accounts. For this, the User connects to a bank account through manual authentication. The User will then be asked for their secure bank login information. Once synchronization with the Client’s bank is complete, AGICAP will automatically download the Banking Information. It is possible that the User may be required to provide additional credentials, such as multi-factor authentication. AGICAP will process the Banking Information received from the Client’s bank and display them on the Company Interface. The bank account information Features described here are subcontracted with the AGICAP service providers mentioned in the Privacy Policy. 5.3 The User acknowledges that the Application may change over time and that the Features may therefore be adapted accordingly. The User will be notified by email of any elimination of or significant modification to the Application’s Features. 5.4 Use of the Application may consume a portion of the User’s mobile and/or Internet data plan. Use of the Application whilst abroad may engender considerably higher costs than within the User’s home country. The User is solely responsible for obtaining information and paying for any such charges (roaming or other) applied by the User’s mobile phone operator.

6 – User obligations

6.1 Obligations relating to use of the Application In respect of their use of the Application, the User agrees to:
submit complete, accurate information when using the Application and to update that information in event of any changes
refrain from using the Application for fraudulent ends or for any other purposes not mentioned in these TOU
refrain from impersonating any other person or logging into an account other than their own
refrain from performing systems analyses which are akin to reverse engineering
refrain from uploading any viruses or files which could potentially pose a threat to the Application’s integrity
refrain from creating multiple accounts for the purpose of accessing the Application and using the Features by artificially renewing the trial period offered by AGICAP, as mentioned in Article 5.1. 6.2 Obligations relating to the content posted by the User in the Application The User and/or the Client alone will be responsible for the content they publish in the Application, namely any content (data, databases, texts, photos, videos, etc.) that they may post in the Application while using its Features. They guarantee that their content will not constitute disorderly conduct or offensive material, infringe upon any third party rights (namely in connection with their intellectual property, privacy, reputation or image) or contain any denigrating, defamatory or discriminating remarks about AGICAP, and that it will comply with current laws and regulations. The User will also refrain from posting advertising and/or promotional content in the Application, that has no connection to the purpose of the Application. 6.3 Any violation of any of the User’s obligations, as defined by Articles 6.1 and 6.2, could result in closure of their account by AGICAP. If AGICAP closes the User’s account for failure to comply with their obligations under these TOU, AGICAP will have the right to terminate the License, as stipulated in Article 13.2, without prejudice to any damages which it may be entitled to claim or to any legal action if the behaviour in question qualifies as a criminal offence.

7 – Application account and security

The User is given dedicated, secure access to their account by means of their username and password. The User is responsible for the password, chosen by them at the time of registration, and undertakes not to share it with anyone. AGICAP may not, under any circumstances, be held responsible for the consequences of fraudulent use of a password by a third party.

8 – Intellectual property

8.1 When posting content or any other elements protected by intellectual property rights in the Application, the User warrants that they hold the right to disseminate that content. Consequently, the User warrants that they have the intellectual property rights needed to use the content and, more generally, all of the creative works that they post in the Application. The User will protect AGICAP against any legal action which may be lodged by a third party on the basis of the content posted by the User. The User will immediately inform the AGICAP, by any available means (post, email, etc.), of any claims, complaints or legal action relating to the User’s content, regardless of the grounds. If the User fails to comply with the above, AGICAP reserves the right to suspend the User’s access to the Application and terminate this Contract in accordance with Article 13.2, and this without the User having any claim to compensation of any kind on these grounds. 8.2 All intellectual property rights relating to the Application and its different constituent components and elements (software, copyrights, AGICAP trademark, logos, etc.) are fully and solely owned by AGICAP and/or its executives. The User agrees not to infringe on those rights. The User also agrees not to give any unauthorized third parties access to the documentation associated with the Application, either directly or indirectly, in any capacity, in any form or for any reason whatsoever. 8.3 In return for accepting these TOU, AGICAP grants the User the personal, non-transferable and non-exclusive right to use the Application for the duration of the Contract, for the User’s own needs. This right does not allow the User to: make copies of the Application or any part thereof distribute copies of the Application or its content to any third parties use the Application’s specifications to create or enable the creation of a programme with the same intended use modify, alter, revise or decompile the Application for any purpose whatsoever user their password and/or username for any purposes other than for authentication sell, let, sub-let or transfer their License to a third party without the prior written consent of AGICAP disregard the Application’s functionalities.

This License excludes any other rights not mentioned here and shall not, under any circumstances, entail the right to perform any actions which are not expressly authorized, namely the translation, adaptation, arrangement or any other alteration of the Application and/or its components, even as part of its contractually intended use. AGICAP is authorized to conduct verifications of the User’s use of the Application, at any time and without notice, so as to confirm the User’s compliance with their License.

9 – Confidentiality & bank secrecy

9.1 The Parties agree to protect the secrecy of all the different types of information which they may collect while using and/or running the Application. In particular, AGICAP undertakes to preserve the confidentiality of the information it collects when the User uses the Application and any related information. Upon termination of the User’s registration, for any reason whatsoever, this obligation will remain in effect for a period of five (5) years. This obligation shall not apply to information that:
was already in the possession of the receiving Party or had already been obtained prior to the User’s registration for the Application
is part of the public domain
has been expressly designated as non-confidential by the disclosing Party
was obtained by one of the Parties from a third party which is not bound by a non-disclosure agreement with the Party that initially held the information, which is unrelated to the execution and/or use of the Application
was obtained or developed by one of the Parties without any help from the information communicated by the other Party
is legally required to be disclosed. 9.2 The User and/or the Client represents and warrants that they have expressly authorized the banking institution responsible for collecting the Client’s banking information to communicate the information to AGICAP which is necessary in order to supply Features covered by trade secrecy, in accordance with Article L522-19 of the French Monetary and Financial Code. AGICAP shall not be held responsible in the event of a violation of trade secrecy relating to the Client’s banking information, within the context of the User’s use of the Features.

10 – Personal data

At the time of creation of the User’s account and any updates to the User’s personal information in the Application and, more generally, during use of the Application, AGICAP will collect the User’s personal data, as defined by the French Data Protection Act of 6 January 1978, as amended by French Law 2018-493 of 20 June 2018 on personal data protection, derived from the European General Data Protection Regulation. For more information about how AGICAP processes personal data, the User is referred to AGICAP’s Privacy Policy.

11 – Guarantees & responsibility

11.1 AGICAP shall not, under any circumstances, be held responsible for the content posted by the User in the Application, which AGICAP merely hosts, as only the Client and/or the User will be considered the publisher(s) of that content. AGICAP may invoke the User’s liability for any damage it may suffer as a result of the User’s content. The User will protect AGICAP against any harmful consequences ensuing from their content, be they direct or indirect, tangible or intangible. AGICAP is not responsible for the truthfulness of the data the User inputs into the Application, which is the User’s responsibility alone. Under no circumstances may AGICAP be held liable for any financial difficulties encountered by the Client and/or for poor management of the Client’s cash assets. 11.2 AGICAP will guarantee the Application’s availability and continuity, with the understanding that it shall not be held responsible for any interruption of the Application due to maintenance, technical problems, Internet bandwidth issues or a fault in any other data transfer system, that could prevent the Application from functioning. 11.3 AGICAP does not guarantee the continuity and quality of the User’s communication links with the Application. Consequently, communications with AGICAP’s personnel may be interrupted without warning for a reasonable period of time, namely due to maintenance or any other reason other than a fault on AGICAP’s part. 11.4 AGICAP shall not be held responsible for improper execution of the Features caused by information that was incorrectly input or not updated by the User. 11.5 AGICAP shall not be held responsible for interruptions in the Features or for damage caused by a cyberattack, by a third party fraudulently remaining in the system or by the illegal extraction of data, in spite of the implementation of security measures that comply with current technological information. AGICAP only has a best effort obligation in view of known security technologies. 11.6 In the event that AGICAP’s liability is invoked, namely due to a malfunction of the Application, AGICAP may, at its sole discretion, quash that claim by correcting the error or updating the Application.

12 – Maintenance

In the event of scheduled maintenance, use of the Application may be suspended after given seventy-two (72) hours’ notice thereof. Further, any force majeure event, as typically recognized by the courts, may lead to suspension of the Application without notice, so as to perform maintenance.

13 – Term & termination

13.1 Registration for the Application will be effective for an indefinite, as from the User’s receipt of an account creation confirmation email. The Features will be accessible for the same period as defined in the Client’s subscription agreement. The User has the option to terminate their account and this Contract at any time, via the dedicated section of the Application. 13.2 As an exception to the above, either Party may terminate this Contract, as of right, in the event of the other Party’s violation of any of its obligations, after formal notice to rectify the situation, stating the injured Party’s intention of invoking the present clause, has gone unanswered for fifteen (15) days. That termination will have immediate effect if the violation is unrectifiable. In the event of termination due to the User’s action or inaction, the latter will be informed of termination of their registration by email. Commitments whose non-fulfilment could lead to termination of the Contract include the User’s obligations relating to use of the Application and the content posted to it, the obligation to comply with intellectual property rights and the obligation of confidentiality. 13.3 As an exception to Article 13.1, in the event of termination of the Client’s subscription with AGICAP, for any reason whatsoever, AGICAP may terminate this Contract by read receipt email giving fifteen (15) days’ notice. 13.4 In the event of termination of the Contract, regardless of the reason, the User will no longer have access to the Application.

14 – Applicable law and assignment of jurisdiction

14.1 These General Terms of Use and, more broadly, the relations between AGICAP and the User shall be governed by French law. 14.2 Any dispute ensuing from the actions mentioned herein shall fall under the jurisdiction of the ordinary courts.

15 – Forbearance

No act of forbearance by either Party toward the other shall be interpreted as a waiver of the right to enforce all its rights hereunder at a later date.

16 – Proof

In the event of a dispute, the Parties agree to consider emails and exchanges via the Application and via chat to be original writings, constituting binding proof, and waive the right to challenge this means of proof, save to challenge the authenticity of a piece of proof.