SAAS license agreement
NeoLedge is the Publisher of an electronic document management (EDM) solution available in SaaS mode called ELISE (the "solution"). The customer wishing to benefit from the solution, the parties have approached in order to conclude this agreement. 
1. scope of licence
1.1 the customer undertakes to respect, and to what the authorized users respect, all the conditions of use of the solution and the terms of this agreement.  Likewise, the customer undertakes to control the access of authorized users to the solution and to ensure that they use it in accordance with this agreement. The client and its authorized users are prohibited from:
I.	to use, download, copy, alter, modify, adapt, delete, distribute, transmit, distribute, sell, rent, lend, transfer, sublicense, sublet or exploit the solution, in whole or in part, by any means and in any form whatsoever purposes other than those strictly provided for in this agreement; 
Ii.	to reconstruct the logic of the solution, decompile it or disassemble it or circumvent the technical barriers it contains, except to the extent that such operations would be permitted by applicable regulations notwithstanding these limitations ; 
Iii.	to allow access to the solution to any person other than the authorized users, the client recognizing in this capacity to be responsible for mastering his means of access to the solution;
Iv.	provide any kind of service to third parties in connection with the solution and/or services, including consulting, training, assistance, support, maintenance, outsourcing, customization or development;
V.	delete or modify the mark, logo or any other distinctive sign of NeoLedge contained in the solution or its documentation; 
Vi.	to use the solution in any manner prohibited by any law, regulation or decision or decree of the public authorities or in violation of the rights of others.
2. intellectual property
2.1 the client acknowledges that NeoLedge remains the exclusive owner of the solution and of all the elements which compose it, which includes, without limiting this list, all texts, graphics, images, logos, names, denominations, trademarks, techniques, processes, know-how, sounds, photographs, videos, drawings, data, object code and source code as well as all related rights, including intellectual property rights (the "NeoLedge content"). This agreement is not in any way a sale or assignment of all or part of the solution. 
2.2 the client shall remain the owner of all data, information, documents that it downloads on the solution under this agreement (hereafter referred to as "customer content"). NeoLedge cannot claim any rights in the customer content. The customer (including its authorized users) acknowledges that it is responsible for the customer content that it downloads on the solution and warrants that it has all the rights and permissions necessary to use the customer content and that it has fulfilled any rights and payments that may be required. The client undertakes to defend and indemnify NeoLedge against any legal action or claim alleging that the customer content infringes the intellectual property rights of third parties, the right to the image of the goods and/or persons and the respect for the life public order and/or morality, provided that NeoLedge informs the client as soon as possible that a claim or legal action is filed under this section. The client will indemnify NeoLedge from the amount of any final conviction.
2.3 NeoLedge undertakes to defend and indemnify the client against any legal action or claim alleging that the solution infringes the intellectual property rights of a third party subject to compliance with the following conditions: (I) the customer has use the solution in accordance with the terms of this agreement; (ii) the client informs NeoLedge as soon as possible of any claim or legal action filed under this article; III) that NeoLedge provides exclusive control over the defence of the record and (iv) that the client provide NeoLedge with reasonable assistance in defending the claim. NeoLedge will indemnify the client against the amount of any definitive conviction. In addition, if NeoLedge considers that a claim or legal action, as provided in this section, may prevent the client from using the solution, it will endeavour (I) to obtain the necessary rights to enable the customer to continue to use it or (ii ) to modify or replace it with an equivalent solution in terms of functionality. If NeoLedge believes that such options are not feasible, NeoLedge may terminate the agreement and reimburse the customer, if any, of any amount Paid in advance for the use of the solution and not used. 
3. responsibility
To the extent that the customer proves to have suffered direct damage due to NeoLedge's breach of its contractual obligations, the latter's liability will be in all limited cases to the repair of the direct damages suffered by the customer, within the limit of the amount of invoices issued and casted by NeoLedge during the twelve (12) months preceding the damage. Under no circumstances will NeoLedge be liable for consequential damages.
4. confidentiality
NeoLedge and the client undertake to preserve the strictly confidential nature of all information and documents obtained or exchanged under the contract and its execution (the "confidential information"). Confidential information may only be used by each party in connection with the performance of this agreement and may not be disclosed to third parties, except:
-	whether disclosure is necessary due to legal, accounting, judicial or regulatory obligations beyond the control of the parties, and for which the party causing the disclosure will notify the other party sufficiently in advance;
-	If the party causing the disclosure can prove that the confidential information disclosed was known to it at the signing of the agreement;
-	If the confidential information was in the public domain at the date of its communication;
-	If the party at the origin of the disclosure can prove that the confidential information was communicated to it by a third person without a breach of a confidentiality obligation. 
Each party undertakes to compensate the other for any damage suffered by it due to the lack of knowledge or non-compliance by itself or its staff or any subcontractors, of the provisions of this article. 
The confidentiality obligations will survive independently of the agreement for a period of five (5) years from the expiration or termination of this agreement for any reason whatsoever.
5. Security
NeoLedge undertakes to take all necessary precautions to preserve the security of the computer processing and/or customer data in accordance with the security measures approved in this agreement.
6. personal data
6.1 in the context of and for the duration of this agreement, each Party shall be required to collect and process personal data (as defined by the European data protection regulation 2016/679 ("RGPD")) concerning the other party or its employees, in order to enable it to manage the contractual relationship (the "contact personal data"). 
6.2 in the context of the contract and taking into account the nature of the treatment, the provider undertakes, inter alia:
-	To treat the outsourced personal data only for the purposes of the execution of the contract and in accordance with the written instructions of the customer, unless required by the applicable regulations (in which case the service provider must inform the prior to the customer); 
-	Ensure that persons authorized to access and process outsourced personal data have committed to respect their confidentiality; 
-	Take all security measures required by applicable regulations to ensure that outsourced personal data is not distorted, damaged, destroyed, lost or communicated to unauthorized persons, so accidental or unlawful;
-	Inform the customer of any breach of the personal data outsourced as soon as possible after having read it and assisting the client in fulfilling its obligation to inform the competent authorities and the persons concerned in the the context of such violations;
-	Only use subsequent subcontractors with the prior written authorisation of the customer and ensure that these subcontractors are bound by written contracts offering a level of protection of the personal data subcontracted at least equal to that imposed on the claimant by this agreement. The customer acknowledges and accepts recourse to the subsidiary NeoLedge Tunisie located in Tunisia; 
-	To assist the client, to the extent possible, in fulfilling its obligation to respond to requests for the exercise of the rights of the persons concerned; 
-	Depending on the customer's choice, delete all of the outsourced personal data or return it to the client upon request or at the latest at the end of the contract, and destroy all existing copies, unless otherwise provided by law; 
-	Enable the carrying out of audits relating to the processing of personal data outsourced by the client or another auditor mandated by the client and participate; 
-	Taking into account the information at its disposal, collaborate with the client in (I) assisting studies privacy impact assessment and consultation with the data protection authority, (ii) informing the person as soon as an instruction of the latter violates the applicable regulations and (iii) providing the information necessary to demonstrate compliance with the applicable personal data regulations.