1. Purpose

The purpose of these standard terms of use (hereinafter the “STU) is to govern the use of the cloud software solutions (the “Solutions) designed by the OPENBEE company (hereinafter the “Provider) in the KOMIDOC product range marketed by KONICA MINOLTA. The STU are applicable and govern any order relating to a KOMIDOC Solution entered into with the Client (hereinafter the “Business Terms), excluding any other document, particularly the Client’s standard terms of purchase. The Business Terms particularly includes the following information: Solution ordered, license term, financial terms.

2. Term

The STU are effective from their acceptance by the Client. They are entered into for the term stipulated in the Business Terms, except in the event of early termination under the terms of Article 12.

3. KOMIDOC cloud based solutions

KOMIDOC is a full document management range including different Solutions, i.e.:

4. Financial conditions

In consideration for the use of the Solution, the Client shall pay license fees subject to the terms and conditions set forth in the Business Terms.

5. Cloud license

The Client is granted on a non-exclusive basis a cloud mode license to the Solution, for the term described in the Business Terms. The Solution is accessible via the internet using confidential authenticators issued to each authorised user (hereinafter “Authorised User”) for which the Client is exclusively liable.

6. Intellectual Property

All the Solutions in the KOMIDOC range are the exclusive property of the Provider. These STUs cannot be considered as an assignment of all or part of the intellectual property rights relating to a Solution. No provision of the STU can be interpreted as implicitly granting the Client, in any way whatsoever, a right other than a right of use within the limits described in Article 5. The Client recognises that any use of the Solution not complying with the provisions of the STU is liable to constitute infringement, subject to civil and/or criminal penalties.

All of the Client’s documents and content of any type stored via the Solution in SaaS mode are and shall remain the sole and exclusive property of the Client. No proprietary rights in or to such documents or content are conveyed hereunder to the Provider and the Provider agrees only to access and/or use such documents or content for the sole purpose of implementing the Solution in accordance herewith, unless otherwise required by decision of a court of law, a police authority or any other binding decision by a national or international authority. The Provider agrees not to exercise any right of retention over the Client’s documents and content, and not to prevent or impede the Client’s access to such documents and content on any basis whatsoever, except in case of a payment default by the Client that is continuing fifteen (15) days following notice of payment default sent by the Provider to the Client by registered letter with acknowledgement of receipt.

7. Warranty of quiet possession

This warranty is granted to the Client provided that the Provider is informed without delay of any threat, complaint or proceedings by a third party alleging infringement by a Solution on its intellectual property rights.

The Client undertakes not to settle on its own the dispute with the third party alleging infringement by the Solution on its intellectual property rights. Likewise, the Client undertakes not to manage on its own the legal defence of the dispute brought against it by the third party alleging infringement by the Solution on its intellectual property rights, and undertakes accordingly to exercise the Provider’s warranty without delay. The Provider shall hold the Client harmless against any settlement compensation they are sentenced to pay, or for any sentence resulting from a legal ruling, where the main matter is res judicata and the judgment final, subject to provision of evidence of receipt by the third party of the amount that the Client was sentenced to pay. The Provider shall indemnify the Client for reasonable lawyers’ and bailiffs’ fees upon submission of evidence of the paid fee invoices. However, the Client shall remain liable to pay costs that they have incurred in connection with their defence (particular their lawyers’ fees).

This warranty exclusively covers a Solution as ordered by the Client.

In the event that the Client’s right to use the Solution is revoked following proceedings or action, The Provider shall have the choice between the following solutions, which exclude any other form of compensation due to revocation of the right of use:

- obtaining for the Client the right to continue to use the Solution;

-modifying the Solution so it no longer infringes;

- replacing the Solution with other software with equivalent capacities and functionalities.

8. Client’s undertakings

a) The Client undertakes that all the means of authentication of Authorised Users are strictly personal to them and they remain solely liable therefor. The Client undertakes to immediately report to the Provider any loss or compromise of one of their means of authentication by an Authorised User.

b) The Client undertakes not to engage in any action likely to affect the functioning of the Solution such as, for example, attempted intrusion or corruption of data, denial-of-service attacks, or generally any action likely to affect the integrity thereof.

c) The Client undertakes not to keep and/or process unlawful, illegal, or infringing content in any way whatsoever using a Solution in the KOMIDOC range.

9. Availability of the Solution

The Solution will be available 24/7 with a high availability rate.

Access to the Solution can nonetheless be temporarily impossible for reasons of scheduled maintenance or for technical reasons of network availability independent of the Provider, without the Client being able to claim any compensation on this account.

The client can benefit from a technical assistance service by contacting a local KONICA MINOLTA’s Office or affiliated reseller.

10. Liability

The Provider is in no event liable for any injury resulting from (i) compromising of the means of authentication of an Authorised User, (ii) malfunctioning of the internet network, (iii) malfunctioning of the Client’s computer hardware, (iv) default by the Client on its obligations in accordance with the STU, or (v) a force majeure event.

In the event of default by one Party on its contractual obligations, the other Party shall be entitled to obtain compensation for the direct injury, of which it shall produce evidence. In any event and except in case of gross negligence, wilful misconduct or fraud, each Party’s total and maximum liability per calendar year is limited, all acts for which liability shall be incurred included, to the amount paid by the Client during the period of twelve months preceding the act for which liability shall be incurred.

The Client is solely liable for the use of any Solution in the KOMIDOC range in accordance with the applicable legal and regulatory provisions.

11. Termination for default

In the event of default by either Party on a substantial obligation of the STU/Business Terms, the non-defaulting Party may formally demand that the other Party fulfil said obligation by registered letter with acknowledgement of receipt. If fifteen (15) days after its receipt by the other Party this formal demand remains unheeded, the non-defaulting Party may notify the other Party of the termination of the license automatically and without further ado.

12. Reversibility

Upon termination of the business relationship for whatever reason, the Client shall export all its documents stored with the KOMIDOC solution 30 days after termination of the Agreement at the latest. Following this deadline, the Clients documents shall be destroyed, without the Client being able to claim any damages thereof.

13. Confidentiality

Any information, data and documents of any kind exchanged between the Parties constitute Confidential Information. However, information that (i) was already in the public domain at the time of its disclosure to the beneficiary Party, and/or (ii) was known by the beneficiary Party, which can provide evidence thereof, prior to its disclosure, and/or (iii) fell into the public domain after its disclosure to the beneficiary Party, without the latter defaulting on the STU, and/or (iv) was transmitted to the beneficiary Party by a third party entitled so to do. Each Party undertakes not to copy, reproduce or distribute to any individual or corporation whatsoever, all or part of the Confidential Information to the other Party, without the latter’s prior, written consent.

The confidentiality commitment in this article applies except in the event of an obligation of disclosure in accordance with a legal obligation, particularly to the Parties’ auditors, any administrative or judicial authority duly authorised to obtain disclosure: this obligation of disclosure must be reported by the Party concerned to the other Party with reasonable prior notice.

This confidentiality commitment shall remain valid for a period of 5 years after the end of the contractual relationship between the Provider and the Client for any reason whatsoever.

14. Final provisions

No action, in any form whatsoever, arising from these STU can be brought by a Party more than twelve months after this Party becomes aware of the act on the basis of which this action was brought.

The STU is governed by French law.