General terms and conditions of use of the inWebo service

Applicable as of November 20, 2018

By accepting this Agreement, you agree to abide by its terms and conditions. Your use of the service inWebo indicates your acceptance of this Agreement. You acknowledge that electronic acceptance of this Agreement shall have the same force and effect as if this Agreement had been signed in writing. If you do not accept these terms and conditions, you must not use the service. In this Agreement, the words "you", "your" and "Client" refer to the organization on whose behalf the person accepting this Agreement is acting, and "...". inWebo "refers to In-Webo Technologies SAS and its affiliates.

Article 1 - Information on inWebo

In-Webo Technologies SAS is a company registered in France. In-Webo Technologies SAS inWeboprovides a service (the "Service") to organizations, the main purpose of which is to allow these organizations to authorize access to their users (the "Users") including employees, subcontractors, partners or customers when they request to access or use accounts or resources provided by the organization.

The general terms and conditions of subscription and use of the Service are defined in these General Terms and Conditions of Sale (the "Terms and Conditions").

inWebo can be contacted via its website https://www.inWebo.fr or by email at contact (at) inWebo.com.

Article 2 - Prerequisites for subscribing to the Service

You represent that you are a person authorized by your organization to subscribe to the Service on behalf of your organization, referred to in the TOS as the "Customer". You also represent that you fully understand what your organization may derive from the use of the Service provided by inWeboas defined in the TOS.

You agree to provide accurate information, including the legal or professional name of your organisation, its address and, in the case of chargeable options, the VAT number or other tax references where applicable, and any other information requested by inWebo for subscription to the Service. You also undertake to keep this information up to date withinWebo.

As a primary condition of the TOS, you agree not to use the Service to provide products or services that are illegal or infringe the rights of third parties (including intellectual property rights) or violate public order.

To subscribe to the Service and have the right to use it, you must read and accept the T&Cs and give your free and full consent as follows:

By ticking the box next to the mention "I accept the general terms and conditions of sale" when you register for the Service, you acknowledge that you fully understand and accept without reservation all the provisions contained in the ServiceinWebo's GTC.

Article 3 - Description of the service inWebo

The Service is made up of components provided to the Customer and its Users, in particular :

an application and a computer library to generate single-use passwords (OTP) on a mobile phone,
a computer library used to generate one-time passwords in a web page,
Computer applications and libraries used to connect to local resources such as Microsoft Windows computers using one-time passwords,
a self-service portal allowing users to manage their authentication preferences,
a web-based administration console (the "Console") that allows the Customer to configure and manage its authentication settings and policies,
an application to synchronize the Customer's directories with the inWebo,
a validation service dedicated to the Customer, hosted and operated by inWeboor on behalf of the Customer,
a web services API and other interfaces to the validation service.

Under the T&Cs, User Authentication is a technical process used by the Customer to verify a User's rights to access or use a Customer application, service, system, resource or device.

Article 4 - Description of the support inWebo

The Customer is responsible for responding to requests from its Users at its own expense.

inWebo publishes on its websites information relating to the operation of the Service, as well as procedures and documentation relating to the implementation of the Service by the Client.

During the evaluation period and during the period(s) of use, inWebo provides technical support to the administrator(s) designated by the Customer. Questions and issues can be raised by administrators via email or via the support portal. inWebo. Access to this portal is provided to administrators designated by the Customer. Details on how to access support inWebo are provided when subscribing to the Service and when a new administrator is designated by the customer.

Before submitting a request to inWebo, the Customer shall take all reasonable steps to resolve or correct errors and malfunctions on its part, including network connectivity problems.

Article 5 - Evaluation period - Subscription

Use of the Service requires the Customer to take out a subscription to the Service. The subscription includes a free 30-day, non-renewable, optional trial period, followed by renewable 12-month periods of use.

The Customer may benefit from an optional 30-day non-renewable evaluation period from the date of account creation. inWebo giving access to the Console. Such an account can be created from the websites ofinWebo. The evaluation period is a means of assessing the Service, free of charge and without obligation. The Client must take advantage of the evaluation period to ensure that the Service meets its expectations, to the extent that inWebo cannot provide such a guarantee. The evaluation period of the Service is covered by the GTC.

If the Customer wishes to subscribe to the Service, during or after the evaluation period, or even without going through an evaluation period, it must make a request to inWebo via the websites ofinWebo or by contacting the sales team atinWebo or by contacting a dealer authorized by inWebo. The application must indicate the number of user licenses required, the options required and the requested duration of use. If this request is not made before the expiration of the evaluation period, the Service will be automatically cancelled and the authorization granted to the Customer to use the Service will expire.

inWebo may refuse to allow anyone to provide an evaluation period without having to justify its decision and may therefore cancel an evaluation account.

inWebo may also refuse to provide anyone with a free subscription to the Service without having to justify its decision. inWebo may therefore re-qualify a free subscription to the Service as an evaluation account and may cancel a free account or convert it into an evaluation account.

Finally, inWebomay cancel a free account that has not been used during the last 6 months, without having to justify its decision or notify the Customer who created this free account.

Article 6 - Duration - Termination - Cancellation

6.1 - Duration
If the Customer has registered for an evaluation period and wishes to subscribe to the Service, the period of use begins on the day following the last day of the evaluation period. Otherwise, the period of use begins on the day of subscription to the Service. The subscription is taken out for an initial period of twelve (12) months, unless a different duration has been agreed upon with inWebo or its authorized reseller. Before the end of each period of use, the Customer may choose to renew the subscription for a minimum of twelve (12) months from the day after the end of the previous period of use.

6.2 - Notification to end the subscription - Termination
At any time before the end of the current period of use, the Client may decide to end his subscription by sending an email to inWebo or its authorized reseller indicating that he does not wish to renew his subscription after the end of the current period of use. The Customer will continue to benefit from the possibility of using the Service until the end of the current period of use. The Service will end on the last day of the current period of use. Regardless of the date on which the Client indicates his wish to terminate or not renew his subscription, inWebo is not liable to the Client for any compensation or refund on the amount paid for the subscription. The amounts paid for the Service remain acquired by inWebo, even if the Service is not used or is terminated.

6.3 - Cancellation
If the Client fails to perform all or part of its obligations under the GTC, inWebo may terminate the Service with or without notice to the Client to fulfill its obligations. inWebo may send a notice of termination by any means of its choice, including a simple electronic mail (email). The right to cancel the GTC granted by this article is without prejudice to any damages to which inWebo may be entitled, or any other means of recourse that inWebo may use.

6.4 - Consequences of termination
Following the termination of the GCS, for any reason whatsoever, the Customer accepts that his account on the Console is no longer accessible and that the data it may contain is deleted after a period not exceeding six (6) months. The Customer has the option of taking out an archiving option if he wishes his account data to be retained beyond the termination of the GTC, whether it is a subscription, an evaluation account or a free account.

Article 7 - Payment

7.1 - Terms and conditions of payment
Subscription fees for the Service are payable with the order in a single payment. Under no circumstances will these fees be refunded, even if the Customer cancels his subscription for any reason whatsoever.

All amounts due to inWeboplus applicable VAT or sales tax, shall be payable by debit or credit card if inWebo offers this option, or by cheque or bank transfer otherwise, to the bank ofinWebo or that of an authorized dealer.

In the case of payment by debit or credit card, the Customer must provide the payment service provider withinWebo a valid card number and authorises this service provider to debit the amounts due from this card. inWebo does not have access to the payment details provided by the Customer to the Payment Service Provider.

7.2 - Failure to pay
By express agreement, any failure to pay at the agreed time may lead to the following actions, without the need for prior notice:
- Termination of the current subscription,
- Termination of all services linked to the subscription, whatever their nature and status,
- Expiry of the authorisation to access the Console and use the Service.

Any debt collection procedureinWebo to be carried out against the Customer shall be at the expense of the Customer.

Article 8 - Intellectual property

8.1 - Intellectual Property Rights
Unless expressly provided otherwise, the present Contract does not grant the Client or inWebo any right, implicit or otherwise, on the contents of the other party or on the intellectual property of the other party. The Client owns all intellectual property rights on the data of its Users and its Service / application (if applicable), and inWebo owns all intellectual property rights on the Service and related software and hardware.

8.2 - Comments
If the Client provides comments or suggestions to inWebo regarding the Service, inWebo may use this information without any obligation towards the Client, and the Client irrevocably assigns to inWebo all rights, titles and interests relating to such comments or suggestions.

8.3 - Software license
The Client's right to access and use the Service is non-exclusive and non-transferable.

Under these T&Cs and during the evaluation period and the period(s) of use, the Customer will be granted a limited, revocable, non-exclusive, non-sublicenseable license for the Service and its components for which it has a valid subscription, including a license for its Users relating to client software and computer libraries. The conditions of these licenses (duration, cancellation, termination) are aligned with those of the subscription.

8.4 - Reports
Within the framework of the GTC and during the evaluation period and the period(s) of use, the Customer can remotely access, view and download the reports accessible in the Console or via the API of the validation service.

8.5 - Limitations
The only authorized use of the Service is to allow the Client to authenticate its Users. Customer may not (and will not permit any third party to) (i) copy, modify, adapt, translate or create derivative works from the software that runs the Service (the "Software") or documentation; (ii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software, except as expressly permitted by applicable law in the jurisdiction in which Customer is located; (iii) rent, lease, rent, sell, assign or transfer rights to the Software, documentation or Service; (iv) remove any proprietary notices or markings placed on the Software or Service; (v) use, display, transmit or introduce any device, software or routine that interferes or attempts to interfere with the operation of the Service or Software. Customer will comply with all applicable laws and regulations for the use of and access to the Documentation, Software, Service and reports.

Article 9 - Liability

Limitation of Warranties.
To the fullest extent permissible pursuant to applicable law, inwebo makes no other warranties, express, implied, statutory or otherwise, including, without limitation, warranties of merchantability, fitness for a particular purpose, technical quality and operation, and non-infringement.

Limitation of liability.
To the fullest extent permitted by applicable law, inwebo shall not be liable for loss of income or indirect, consequential or incidental, incidental, exemplary damages of the client, even if inwebo or its affiliates have been advised, knew or should have known that such damages were possible and even if direct damages are excluded from recourse. The total aggregate liability of inwebo (and its subsidiaries) to the Client or any other party for any loss or damage resulting from claims, demands or actions arising out of or in connection with this contract shall not exceed 50 percent (50%) of the amounts already paid by the Client for his last invoice for the current subscription.

Article 10 - Limitations

10.1 The Customer acknowledges that it is solely responsible for the information it holds and/or possesses, as well as that resulting from the use of the Service, and assumes sole responsibility for safeguarding this information.

10.2 The Client acknowledges that inWebo cannot be held liable for the negligence or misconduct of Users. This includes but is not limited to: communicating its secret phrase or secret code to a third party, giving access to one of its authentication methods or self-service interface to a third party, communicating an authentication code (OTP) or an activation code / link to a third party.

10.3 The Customer acknowledges that the authentication tools used as part of the Service implement mathematical functions that do not allow Users to be distinguished with complete certainty. The probability of such an event ("false positive") is bounded at the top by a customer-defined parameter in the Console, which the customer can adjust so that the probability of a "false positive" meets its expectations and the level of risk it deems acceptable. Thus, the Client acknowledges that inWebo cannot be held liable for such "false positive" events.

10.4 inWebo protects the Service's infrastructure with security technologies (such as "HSM" security devices, strong authentication, firewalls) and monitors the security of the components used in this infrastructure. The Customer acknowledges that in the current state of technology, inWebo cannot guarantee that the infrastructure providing the Service cannot be attacked. The Customer acknowledges that the security choices made by inWebo to protect its infrastructure and the Service are essential in its choice to use the Service. Therefore, the Customer also acknowledges that the sole responsibility ofinWebo vis-à-vis the Customer within the framework of the GCS in the event of a security incident impacting the Service would be to inform the Customer as soon as possible as circumstances permit, as well as to identify and repair the damage suffered by the Service. inWebo shall owe no financial compensation to the Customer under the GTC in such an eventuality.

10.5 inWebo designs the infrastructure providing the Service with the objective of minimizing interruptions by using advanced technologies such as real-time database replication mechanisms between geographically distributed data centres ("datacenters"). inWebo's objective is that the Service is available to the Client ("available" meaning that the validation service interfaces used by the Client are reactive and functional) at least 99.9% of the time, measured annually. The Client acknowledges that in the current state of technology, it is not possible for inWebo to guarantee that this objective will be achieved and that the only liability to the Client under the GTC in the event of an interruption of service would be to inform the Client as soon as circumstances permit and to identify and repair any damage suffered by the Service. inWebo does not owe any financial compensation to the Client under the GTC in such an eventuality.

10.6 The Client acknowledges that, in order to maintain the Service in operational conditions or to improve its performance or safety, inWebo may need to interrupt the Service during scheduled maintenance periods. inWebo does not require the Client's approval to perform maintenance but will do its best to schedule maintenance periods in order to minimize inconvenience to the Client. inWebo will also do its best to keep the interruption time as short as possible. In any event, scheduled maintenance periods shall not be taken into account in the calculation of downtime within the meaning of Article 10.5. In addition, inWebo will do its best to inform the Client about the scheduled maintenance periods with - except for emergency operations - at least 10 days notice. Sending an e-mail to the main address declared by the Client or publishing information on inWebo's websites or on a specific page maintained by inWebo will be considered valid information methods.

The aforementioned limitations are essential and determining factors of the GTC, which the Customer has read and accepted.

Article 11 - Force Majeure

Events of force majeure suspend inWebo's obligations under the GTC. However, if these events continue for more than two (2) months, each party will have the option to terminate the GCS by registered letter with acknowledgement of receipt sent to the other party.

Article 12 - Amendments to the GTC

If inWebo decides to apply new GTCs or to update existing GTCs, inWebo will publish the new conditions applicable on its websites and communicate them to the Customer by e-mail, highlighting the date of entry into force of these new conditions. On that date, the new terms and conditions will apply to the Service used by the Customer, unless the Customer has communicated to inWebo its intention to terminate the Service in accordance with Article 6.2, in which case the T&Cs in force shall apply until the expiry of the period of use of the Service.

Article 13 - Confidentiality

Any communication and / or publication, in any form whatsoever, of data or information resulting from the use of the Service must be subject to the prior written consent ofinWebo.

inWebo reserves the right to communicate to its employees, temporary workers or co-contractors with an obligation of confidentiality any information relating to the Customer if such communication is necessary or desirable for the performance of its obligations arising from the GTC and provided that the confidential nature of the aforementioned information is mentioned to the said persons.

Article 14 - Personal data

14.1 - Privacy Policy
inWebo will collect, transfer and store information about Users according to the rules indicated in its privacy policy. The Customer agrees to the terms of the Privacy Policy, which are incorporated into the GTC. The Client shall indemnify inWebo for any claim related to the violation of inWebo's Privacy Policy by the Client or its Users.

14.2 - Confidentiality obligations
The Client and its Users will not transmit or store sensitive data via the Service. This includes, but is not limited to, trusted profile, user, and device identifiers. The Client acknowledges that this data is not considered sensitive by inWebo and therefore does not benefit from the additional security measures protecting sensitive data stored in inWebo's systems. The Client also acknowledges that inWebo's solutions include so-called aliasing options that make it easy to use non-sensitive identifiers in inWebo's systems. The Client shall indemnify inWebo for any liability, costs, fees, expenses, fines or judgments that relate to the Client's non-compliance with this section.

The Customer has the ability to access, monitor, use, disclose or delete data submitted by its Users through the Service. The Client will obtain and retain all consents required from its Users to permit access, monitoring, use and disclosure of User Data. In addition, the Customer will inform its Users that all data provided as part of the Service may be made available to a third party (in this case toinWebo) as part of the provision of the Service.

14.3 Privacy by design
The collection by inWebo of certain information such as email addresses or telephone numbers will only be done if 1/ the Client has selected at least one option requiring this information (e.g. PIN code reset by email), or 2/ if the Client provides this information in user profiles, or 3/ if the Client indicates when creating a user profile that this information should be kept.

The Client agrees that it is possible that such information may have been collected by inWebo prior to the implementation of the "Privacy by Design" rules and acknowledges that it is its responsibility to remove this information from user profiles in the event that it does not wish to keep it in the systems ofinWebo.

14.4 Data Retention The Client agrees that the usage data collected by inWebo as a result of the use of the Service will be deleted after a period of time not exceeding 6 months after the creation of the said data in the systems of inWebo. The Client has the possibility to extend this retention period by taking out an archiving option. This option also allows to extend the storage of the usage data after the end of the Client's subscription to the inWebo Service.

Article 15 - Miscellaneous

15.1 - Agreement on Evidence
In case of dispute over the use of the Service or the Console, the Client and inWebo agree that the data stored in inWebo's systems constitute valid evidence between the parties.

15.2 - Entirety
The GCS represent the entirety of the parties' obligations. The failure of either party to take advantage of any default or breach of its obligations or any other breach by the other party of its obligations under the GTC shall not be construed as a waiver of the obligation or any of the other provisions contained in the GTC. Similarly, any delay or failure by either party to exercise the rights and prerogatives granted to them under the GTC shall not be construed as a waiver of such rights and prerogatives.

15.3 - Contractual documents
The GTC constitute a complete and exclusive set of the terms of the agreement between inWebo and the Client.

15.4 - Partial invalidity
If one of the clauses of the GTC is declared null and void, this (these) clause(s) shall be deemed not to have been written. This will not result in the cancellation of the GTC in their entirety.

15.5 - Applicable law - Jurisdiction
The GCS are subject to signature, interpretation and execution under French law. Any dispute between inWebo and the Client relating to the existence, validity, interpretation or execution of the GCS or any of their clauses that the parties are unable to resolve amicably will be settled by the Commercial Court of Paris.