TERMS OF SERVICE

Agreement

This Software Subscription Service (SaaS) Agreement (“Agreement”) sets forth the obligations and conditions between you (“Client”, “You”, “User”) and GOLESS S.à r.l sarl, 10 rue de Penthièvre, 75008 Paris, France (“Provider”, “we”, “us”), relating to your use of the Pigbam service available at pigbam.com and any other website or application we may designate from time to time (the “Service”). Your use of the Service is expressly conditioned on your acceptance of this Agreement.

Recitals

• Provider offers access to proprietary, web-based software and related services.
• Client desires to use the Service for its internal business purposes pursuant to the terms and conditions set forth herein.
• Provider is willing to provide access to the Service for Client’s internal business use pursuant to the terms and conditions set forth below.
• Provider may change these Terms of Service at any time, effective upon posting. Your continued use of the Service constitutes acceptance of the revised Terms. If you do not agree, discontinue use of the Service.

1. Subscription and License

• Provider grants Client a limited, non-exclusive, non-transferable right to access and use, and to permit Authorized Users to access and use, the Service solely for Client’s internal business use during the Subscription Term, subject to this Agreement.
• Client shall not provide the Service to, or use it for the benefit of, any third party except Authorized Users as permitted herein. Client shall ensure Authorized Users comply with this Agreement.
• The Service is provided on a hosted, web-based basis only. No software is sold or installed on Client’s equipment unless expressly agreed in writing.

2. End-User Terms; Third-Party Sites

• Use of the Service is subject to any end-user terms, acceptable use rules, and/or privacy policies applicable to the Provider’s websites and the Service interface(s).
• Client remains solely responsible for complying with all applicable third-party website or platform terms (including any forums, social networks, or related services used by Client in connection with the Service).

3. Negotiations and Communications

Any negotiations or special commercial terms between Provider and Client are private and may not be shared. Provider may cancel a negotiation at any time, including for breach of this section.

4. Trial Data Retention

If Client uses a Trial plan and does not upgrade to a paid subscription within 180 days after the trial ends, Provider may delete profile data and related information associated with the Trial account. Client is responsible for backing up any data before the retention period expires.

5. Fees and Payment

• Client shall pay all applicable fees for the Subscription Periods selected by Client at purchase/checkout or as otherwise agreed in writing. Fees are exclusive of all applicable taxes; Client is responsible for any such taxes.
• Client authorizes Provider (or its payment processor) to charge the provided payment method for initial and recurring fees according to the billing term selected. If automatic payment fails, Client must remit payment within five (5) days of Provider’s notice.
• Any additional payment terms must be agreed in writing (e.g., invoice, billing agreement).

6. Acceptable Use; Compliance with Laws

• Client shall use the Service in accordance with applicable laws and shall not:
  • copy, modify, reverse engineer, disassemble, or create derivative works of the Service;
  • resell, lease, time-share, or otherwise provide the Service to third parties not authorized under this Agreement;
  • use the Service to violate third-party rights, terms of use, or applicable law.
• Client is solely responsible for all Client data, credentials, and content it inputs into or processes through the Service, and for the results of using the Service.

7. Availability, Performance, Maintenance, and Support

• Provider may modify, suspend, or discontinue the Service (or any part) temporarily or permanently, with or without notice.
• Provider uses commercially reasonable efforts to make the Service available on a 24x7 basis, excluding (i) planned maintenance and (ii) events outside Provider’s reasonable control (including network failures, denial-of-service attacks, and force majeure).
• Provider may monitor system performance and reasonably restrict Client’s use if Client’s consumption adversely affects the Service for others.
• Provider provides patches and fixes at no additional cost; major new features or custom work may be offered at additional cost if agreed in writing.
• Clients must interact with support in a professional and respectful manner. Abusive, harassing, or discriminatory behavior may result in messaging restrictions or account action.

8. Term and Renewal

• The Agreement commences on the Effective Date and continues for the selected Subscription Period(s), renewing automatically for subsequent periods unless either party gives written notice of non-renewal at least fifteen (15) days before the end of the then-current period or the Agreement is otherwise terminated under this Agreement.
• Upon termination for any reason, all rights granted under this Agreement terminate and Client shall cease all use of the Service.

9. Default; Remedies

Client is in default if it fails to pay fees when due and does not cure within five (5) days after written notice. Either party is in default for any material breach not cured within fifteen (15) days after written notice. Upon default, the non-breaching party may terminate and seek all available legal or equitable remedies (including injunctive relief).

10. Confidentiality

• “Confidential Information” means non-public information disclosed by Provider regarding the Service, pricing, financials, business operations, and this Agreement.
• Client shall protect Confidential Information with at least the same care it uses to protect its own similar confidential information, not disclose it to third parties, and not use it for any purpose other than as permitted by this Agreement.
• These obligations do not apply to information that is publicly available through no fault of Client; already known to Client; rightfully received from a third party; or required by law or court order to be disclosed. Confidentiality obligations survive for five (5) years after termination.

11. Intellectual Property

All rights, title, and interest in and to the Service and all related technology, documentation, interfaces, and materials, including all modifications and derivatives (“Provider IP”), are and remain the exclusive property of Provider. No rights are granted except as expressly stated herein.

12. Warranty Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

13. Limitation of Liability; Indemnity

• TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR BUSINESS INTERRUPTION.
• IN NO EVENT WILL PROVIDER’S TOTAL LIABILITY EXCEED THE FEES ACTUALLY PAID BY CLIENT TO PROVIDER FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
• Client shall defend, indemnify, and hold harmless Provider from claims, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of Client’s use of the Service, Client’s content or data, or breach of this Agreement.

14. Notices

Notices shall be sent by registered/certified mail or delivered personally. Notices to Client will be sent to the billing or contact address provided by Client. Notices to Provider may be sent to [email protected] (administrative) and/or to the business address above (formal notices).

15. Governing Law; Forum

This Agreement shall be governed by the laws of France, without regard to conflict-of-law rules. The courts of Paris, France shall have exclusive jurisdiction over disputes arising out of or relating to this Agreement, and the parties consent to such jurisdiction and venue, subject to any mandatory consumer protection laws that may apply.

16. Assignment; No Agency; Severability; Waiver; Entire Agreement; Changes

Client may not assign or transfer this Agreement without Provider’s prior written consent. Nothing herein creates a partnership, joint venture, or agency relationship. If any provision is held invalid, the remainder remains in full force. No waiver is effective unless in writing. This Agreement is the entire agreement between the parties regarding the Service and supersedes all prior or contemporaneous agreements. Provider may update these Terms by posting the revised version; continued use constitutes acceptance where permitted by law.