This Subscription Agreement is entered into between: Youzer SASU, located at 11 rue de Lourmel, 75015 Paris, and registered with the Paris Trade and Companies Register under number 837 796 614 RCS, represented by its President, and: your company or organization as identified for this purpose in your Youzer account (hereinafter the “Client,” “You” or “Your”). The Customer and Youzer may sometimes be referred to individually as a “Party” and collectively as the “Parties.” The Parties have agreed to the following:
The terms listed below have the following meanings when used in this agreement with the first letter capitalized:
1.1. Purchase Order: means any purchase order for Services issued by Youzer, at Your request, under this Agreement, which may specify, among other things, the number of Employees.
1.2. Third-Party Services Catalog: refers to the section of Your Youzer Account that gives you access to the list of Third-Party Services for which Your Youzer Account can manage Third-Party Accounts.
1.3. Collaborator: means the individual (such as an employee, subcontractor, or consultant of the Client) who uses a Third-Party Account opened by the Client with Third-Party Services, with the management of such Account being carried out as part of the Services.
1.4. Third-Party Account: refers to accounts opened by the Customer with third-party services.
1.5. Youzer Account: refers to any account created by the Customer via the Platform.
1.6. Agreement: means this Subscription Agreement.
1.7. Documentation: means any written or electronic documentation, including that accessible via the Site.
1.8. Service Data: means the electronic data, text, messages, communications, or any other content that You, in connection with Your use of this Service, have uploaded and stored in the Service, including, but not limited to, Personal Data.
1.9. Subscription Term: means the period for which You are subscribed to the Service(s) You have purchased, whether monthly or annually.
1.10. Initial Subscription Term: means the initial period for which You have agreed to subscribe to the relevant Service. Depending on the option selected at the time of subscription, this period is either one (1) month (monthly subscription) or one (1) year (annual subscription).
1.11. Software: means any software provided by Youzer (either via download or accessible via the Internet) that allows You to use all the features associated with the relevant Service.
1.12. Applicable Data Protection Law: refers to European Regulation 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (GDPR), and any applicable national legislation.
1.13. Platform: refers to the website accessible at: app.youzer.net.
1.14. Beta Services: means a product, service, or feature provided by Youzer on a trial basis, clearly labeled as “beta,” “pilot,” “early access,” or with a similar description.
1.15. Services: means the services (whether provided on a trial basis or for a fee) that You order from Youzer after accepting this Agreement.
1.16. Website: refers to the website operated by Youzer, accessible at www.youzer.net.
1.17. Third-Party Services: means third-party products, applications, and services that you have subscribed to separately but which, at your request, interact with the Services.
1.18. Youzer User: means a person authorized by the Customer to use the Service through a Youzer Account, who has a username and password for this purpose.
2.1. Purpose of the Agreement
The purpose of this Agreement is to set forth the terms and conditions under which you purchase and use the Services on a “Software as a Service” basis, in order to enable you to manage the Third-Party Accounts used by your Employees.
2.2. Contractual hierarchy
In the event of any conflict between the terms and conditions of the Agreement and the terms of any Purchase Order, the terms of the relevant Purchase Order shall prevail.
2.3. Effective Date
This Agreement shall become effective on the date of the Customer’s online acceptance or, if applicable, the date of its signature (the “Effective Date”).
3.1. Provision of Services
Youzer (a) provides You with the Services and Service Data in accordance with this Agreement and the applicable Purchase Order(s); (b) provides You with the applicable standard-level support for the Services at no additional cost, or “Premium” support if You have purchased it; (c) will use its best efforts to make the Services available 24 hours a day, 7 days a week, except during scheduled downtime for maintenance or in the event of a Force Majeure Event.
3.2. Features
Youzer guarantees that the Services will include the features that allow you to manage your third-party accounts for your employees throughout the duration of your subscription.
3.3. Restrictions on Use
You agree, in particular, not to: (a) sublicense, sell, transfer, rent, or make the Services available to unauthorized third parties; (b) use the Services to process data on behalf of third parties other than Users; (c) modify, adapt, or hack the Services; (d) use the Services in an unlawful manner, including in violation of privacy rights; (e) transmit malware, spam, or illegal or hateful content; (f) decompile or reverse engineer the Services, except as permitted by the Intellectual Property Code.
3.4. Confidentiality of the Youzer Account
You are responsible for ensuring that your users comply with this Agreement, as well as for all activities carried out through your Youzer account. Each user has a unique username and password that must not be shared with others.
3.5. Audit
Youzer reserves the right to periodically verify that your use of the services complies with this agreement.
3.6. Direct competitor
You are not permitted to access the Services if you are a direct competitor of Youzer, unless Youzer has given its prior written consent.
3.7. Free Trial
If you sign up for a free trial, Youzer will make the Service(s) available to you at no charge until the end of the trial period or the date you subscribe to a paid plan, whichever comes first. Any data entered during the trial will be permanently lost unless you subscribe to a paid plan.
3.8. Beta Services
Youzer may make Beta Services available to you free of charge for evaluation purposes only. These services are not supported, and Youzer disclaims all liability for any damages resulting from their use.
“Confidential Information” means any information disclosed between the Parties in a confidential manner or that a reasonable person would understand to be confidential, provided that the Agreement and the Service Data are deemed to be Confidential Information.
4.1. Protection of Confidential Information
Each Party shall protect the other Party’s Confidential Information with the same level of care it applies to its own confidential information, provided that such level of protection shall not be less than a reasonable standard of protection.
4.2. Protective measures
Youzer will maintain reasonable administrative, physical, and technical measures to protect the security, confidentiality, and integrity of Service Data.
4.3. Personal Data
The terms under which Youzer processes the Personal Data included in the Service Data are set forth in the Personal Data Processing Agreement attached hereto.
5.1. License to Use the Services
During the Subscription Term and subject to Your compliance with this Agreement, Youzer grants You a limited, non-exclusive, non-transferable right to access and use the Services for Your internal purposes in connection with the management of Your Third-Party Accounts.
5.2. License for Suggestions and Comments
Youzer shall have a free, worldwide, irrevocable license, valid for the full term of copyright protection, to implement, use, modify, and incorporate into the Services any suggestions, requests for improvements, or other feedback received from you or your users.
6.1. Disclaimer Regarding Third-Party Services
Your access to Third-Party Services is governed exclusively by their own terms and conditions. Youzer assumes no responsibility for Third-Party Services, including their content, availability, or how they handle your data.
6.2. Authorization to Communicate with Third-Party Services
By enabling one or more Third-Party Services, you expressly authorize Youzer to interact with those services and to exchange the information necessary for managing your Third-Party Accounts.
7.1. Billing Frequency and Late Payments
Unless otherwise specified in a Purchase Order or invoice, all Subscription Fees are due in full within thirty (30) days of the invoice date. In the event of failure to pay within thirty (30) days following notification by Youzer or failure to update payment information within fifteen (15) days following Youzer’s request, Youzer may suspend or terminate access to the Services as of right. Unpaid Subscription Fees shall accrue interest at a rate of three (3) times the French statutory rate, and a fixed compensation of forty (40) euros shall be automatically due to cover collection costs.
7.2. Annual Rate Review – Syntec Indexation
Subscription Fees are automatically adjusted once a year, on the anniversary of the Contract Effective Date, according to the following indexation formula based on the Syntec index published by the Syntec Federation:
Pₙ = P₀ × (Sₙ / S₀)
In this formula:
• P₀ = the rate in effect on the previous anniversary date (or the initial rate on the first anniversary);
• Pₙ = new rate effective as of the current renewal date;
• S₀ = the Syntec Index value for the month of the previous anniversary date (or the Effective Date);
• Sₙ = the Syntec index value for the month preceding the current anniversary date.
Youzer will notify the Customer of the new pricing in writing (via email or a notification on the Platform) at least thirty (30) days prior to the anniversary date. In the event of a decline in the Syntec Index, the current rates will remain unchanged (floor clause). If the Syntec Index is no longer published or is replaced, the Parties will agree on a comparable substitute index.
7.3. Payment Terms
Payment can only be made by credit card, bank transfer, or direct debit.
7.4. Taxes
Unless otherwise specified, Youzer’s fees do not include applicable taxes (including VAT). You are responsible for paying all taxes, except those owed by Youzer based on its net revenue.
8.1. Term and Extension of the Agreement
This Agreement is entered into for the Initial Subscription Term selected at the time of subscription (monthly or annual) and is automatically renewed for identical periods, unless the Customer provides notice to the contrary in accordance with the terms set forth below.
8.2. Cancellation of a monthly subscription
For a monthly subscription, the Customer may terminate the Agreement at any time, without notice. The Subscription Fees are due in full for the current month as of the date of notice of termination, without prorating. The termination takes effect at the end of the current month.
8.3. Cancellation of an annual subscription: The following rules apply to annual subscriptions:
(a) Notice of Termination: The Customer may terminate the Agreement upon its expiration by providing Youzer with written notice at least sixty (60) days prior to the anniversary date. Otherwise, the Agreement is automatically renewed for another one-year term.
(b) Full payment for any partial period: Any annual period that has begun is due in full, without prorating. In the event of early termination during the year, the Customer remains liable for the full Subscription Fees corresponding to the current year, which the Customer expressly acknowledges and agrees to.
(c) Termination for material breach: In the event of a material breach by Youzer of its contractual obligations, which has been duly established and not remedied within fifteen (15) days of written notice from the Customer, the Customer may terminate the Agreement without notice. In this case only, the Subscription Fees corresponding to the unused period will be refunded on a pro-rata basis.
8.4. Suspension of Services
Youzer reserves the right to limit functionality or suspend the Services with forty-eight (48) hours’ notice if Youzer determines that the Customer has failed to comply with the obligations set forth in the “Restrictions on Use,” “License to Use the Services,” or “Direct Competitor” sections of this Agreement.
8.5. Termination by Youzer
Youzer may terminate the Agreement at any time in the event of a material breach by the Customer, provided that it gives reasonable notice. The termination takes effect at the end of the subscription period in progress as of the date of notice.
9.1. Legal Capacity
Each Party represents that it has validly entered into this Agreement and has the legal authority to do so.
9.2. Warranty
Youzer warrants that, during the applicable Subscription Term, the Services will be provided in accordance with the applicable Documentation, including the technical and organizational measures designed to protect Service Data.
9.3. Beta Services and Disclaimer of Warranty
Beta Services are provided “as is” and “as available,” without any warranty. More generally, Youzer expressly disclaims, to the fullest extent permitted by law, all implied warranties, including any warranty of fitness for a particular purpose.
10.1. Excluded Damages
Neither Party shall be liable to the other Party for any loss of profits, loss of sales or business, business interruption, or damage to image or reputation, regardless of the cause, whether direct or indirect.
10.2. Limitation of Liability
Under no circumstances shall the total liability of either Party to the other Party exceed an amount equal to three (3) years’ worth of Subscription Fees for the Services purchased.
10.3. Exclusion from the cap
The liability limit does not apply in the event of death or bodily injury.
11.1. Compensation from Youzer
Youzer will indemnify and hold You harmless from any claim brought against You by a third party alleging that the Service infringes that third party’s copyright, provided that (a) You promptly notify Youzer of such claim; (b) Youzer has sole control over the defense; and (c) You cooperate fully with Youzer.
11.2. Indemnification by the Customer
You agree to indemnify and hold Youzer harmless from any claims made against Youzer alleging that a third party’s copyrights have been infringed in connection with your access to or use of the Services.
12.1. Assignment of the Contract
Each Party hereby agrees in advance that the other Party may assign this Agreement in connection with a merger, a change of control, or the sale of all or substantially all of its assets.
12.2. Entire Agreement
This Agreement, together with any Purchase Order(s), constitutes the entire agreement between the Parties and supersedes all prior agreements relating to the subject matter hereof.
12.3. Amendment of the Agreement
Youzer may amend this Agreement, provided that it notifies the Customer at least fifteen (15) days prior to the effective date of the amendment, to allow the Customer, if necessary, to terminate the Agreement.
12.4. Non-Waiver
Youzer’s failure to enforce any provision of this Agreement shall not constitute a waiver of such provision.
12.5. Severability of Provisions
If any provision of this Agreement is held to be unenforceable, it shall be modified and interpreted to best reflect the original provision, and the remaining provisions shall remain in full force and effect.
12.6. Relationship Between the Parties
The Parties are independent contracting parties. This Agreement does not constitute a partnership, joint venture, agency, or employment relationship.
12.7. Notice
All notices that Youzer provides under this Agreement may be sent (a) by certified mail with return receipt requested to the mailing address listed in Your Youzer Account; or (b) by email to the email address listed in Your Youzer Account. You must send any notice to Youzer by certified mail with return receipt requested, along with an email to the address: [email protected].
12.8. Commercial Reference
Youzer reserves the right to mention, for marketing purposes, the existence and purpose of this Agreement by disclosing the Client’s company name. The Client may at any time opt out of this Section by providing written notice to Youzer.
This Agreement is governed by French law, without regard to conflict-of-laws principles. The Vienna Convention on the International Sale of Goods does not apply.
13.1. Jurisdiction
Any dispute arising under this Agreement shall be resolved by the courts of Paris, to which you expressly agree to submit.
13.2. Appendices
The Agreement includes the following appendix: • Appendix A: Agreement on the Processing of Personal Data.