Terms of Sale (T&Cs) for the Prosperian software

These General Terms of Sale and Use (the "T&Cs" or the "Terms") constitute a legal and binding agreement between Prosperian, whose registered office is located at 42 rue Ampère, Paris ("Prosperian", "we", "our") and any legal entity or natural person acting for exclusively professional purposes who subscribes to, accesses or uses the Prosperian platform, its website, its interfaces, its features, its APIs, its modules, its integrations and, more generally, the associated services (the "Client", "you", "your").

By subscribing to Prosperian, creating an account, approving a quote, accepting a commercial offer or using all or part of the Services, you acknowledge that you have read and accepted these Terms without reservation.

The Prosperian Services are reserved for strictly professional use. They are not intended for consumers or minors.

Article 1: Definitions

For the purposes of these Terms, capitalised terms have the following meaning:

"Subscription": a paid or free plan providing access to all or part of the Prosperian Services for a fixed or indefinite term depending on the offer subscribed to.

"Administrator": a user designated by the Client as Prosperian's main point of contact, authorised to manage the account, access, settings and support requests.

"Account": the client space providing access to the Prosperian Services.

"Data": all data, information, files, prospect lists, messages, content, histories, logs, configurations, CRM elements, integration data, statistics and, more generally, any content imported, entered, generated, processed, transmitted or stored via the Services.

"Documentation": any functional, technical, commercial or help documentation made available by Prosperian.

"Credentials": username, email address, password, authentication token, API key or any other means of access to the Account.

"Services": the Prosperian software platform operated in SaaS mode, including in particular, depending on the offer subscribed to, features for sourcing, enrichment, multichannel prospecting, appointment preparation, automation, reporting, centralisation of exchanges, integrations, API, support, onboarding and associated services.

"Support Services": additional services for configuration, onboarding, setup, training, enhanced support, strategic guidance, integration or any other specific service agreed between the parties.

"Site": the website(s), subdomains, web interfaces and administration areas of Prosperian.

"Third Party": any external supplier, in particular email address providers, social platforms, CRMs, telephony tools, hosts, data providers, API services, or any other service connected to the Services.

Article 2: Purpose and scope

The purpose of these Terms is to define the conditions under which Prosperian provides the Client with a right to access and use its Services.

Unless expressly stated otherwise in a quote, purchase order, commercial proposal, framework agreement or special terms signed between the parties (the "Special Terms"), these T&Cs apply to any use of the Services.

In the event of a contradiction between several documents, the following order of priority applies:

1. the Special Terms, where applicable;
2. these T&Cs;
3. any applicable ancillary policy, in particular an anti-spam policy, privacy policy, data processing agreement, acceptable use policy or product documentation.

Article 3: Description of the Services

Prosperian is a SaaS platform for B2B prospecting and business development that may include in particular:

• the search for and structuring of prospects;
• the enrichment of professional data;
• multichannel prospecting by email, telephone, social networks or any other compatible channel;
• the preparation of appointment bookings;
• synchronisation with third-party tools;
• dashboards and performance indicators;
• automation, centralisation and collaboration features.

Prosperian reserves the right, at any time, to develop, adapt, correct, suspend, replace or remove all or part of the features, interfaces, technical components or infrastructures of the Services, provided that it does not substantially alter their main purpose for ongoing Subscriptions.

Certain features may depend on third-party services, quotas, credits, external APIs, connectors or conditions specific to technical partners. Prosperian does not guarantee the continuous availability or durability of such third-party services.

Article 4: Access to the Service

Access to the Services is provided remotely over the internet. The Client is solely responsible for:

• its equipment;
• its internet connection;
• the compatibility of its technical environment;
• the telecom, software or hardware costs necessary to use the Services.

The Client undertakes to provide accurate, complete and up-to-date information when creating the Account and throughout the contractual relationship.

The Account is personal. Unless otherwise agreed in writing, access may not be assigned, lent, rented, resold or shared between several people beyond the limits provided for by the offer subscribed to.

Prosperian may, at any time, request any useful supporting document to verify the identity of the Client, the reality of its professional activity or the compliance of its use.

Article 5: Credentials and security

The Client is responsible for the safekeeping, confidentiality and use of its Credentials. Any connection using the Client's Credentials is deemed to have been made by the Client, unless proven otherwise.

The Client undertakes to:

• choose secure Credentials;
• not disclose them to unauthorised persons;
• notify Prosperian without delay in the event of loss, theft, compromise or unauthorised use.

Prosperian may suspend access to any Account in the event of a security risk, fraud, intrusion attempt, misuse or legitimate suspicion of an attack on the integrity of the Services.

Article 6: Authorised use of the Services

The Client undertakes to use the Services fairly, in accordance with their purpose, these Terms and any applicable regulations.

The Client shall in particular refrain from:

• using the Services for unlawful, fraudulent, misleading purposes or purposes infringing the rights of third parties;
• circumventing the technical limitations, quotas, security measures or control mechanisms put in place by Prosperian;
• reselling, sub-licensing, renting, pooling or making the Services available to third parties without prior written authorisation;
• using the Services to send unsolicited, mass, misleading communications or communications contrary to good prospecting practices;
• importing, using or distributing illegally obtained data;
• carrying out illegal scraping, prohibited automated collection, a saturation attack, reverse engineering, decompilation or any attempt to extract the source code;
• undermining the proper functioning of the Services or the associated infrastructures.

The Client remains solely responsible for the use it makes of the Services, the campaigns it launches, the messages it sends, the lists it imports, the workflows it activates, the integrations it connects and, more generally, all actions carried out from its Account.

Article 7: Rules specific to prospecting and anti-abuse policy

As the Prosperian Services may be used for commercial prospecting operations, the Client undertakes to comply with all applicable rules regarding prospecting, consent, information, unsubscription, sending frequency, the lawfulness of databases, the lawfulness of processing, as well as the policies of email providers, social networks, advertising platforms, telecom operators and other Third Parties concerned.

The Client expressly acknowledges that Prosperian is not the legal sender of the Client's campaigns. The Client acts as the sender, as the party responsible for the content, as the party responsible for the prospecting database and, where applicable, as the data controller.

In the event of:

• an abnormally high bounce rate;
• spam reports;
• repeated complaints;
• failure to comply with legal obligations;
• harm to the reputation of the infrastructures or technical partners;
• risky or abusive use of the Services,

Prosperian may, at its sole discretion and without prejudice to any other right:

• temporarily limit certain sendings;
• suspend certain features;
• require supporting documents or corrective measures;
• deactivate certain integrations;
• suspend or terminate the Account.

Such a limitation or suspension does not give rise to any refund, indemnity or compensation.

Article 8: Legal compliance

The Client undertakes to comply with all laws and regulations applicable to its activity and its use of the Services, in particular regarding:

• commercial prospecting;
• the protection of personal data;
• consumer law where applicable to its own customers;
• intellectual property;
• electronic communications;
• unfair competition;
• misleading commercial practices;
• the security of information systems.

The Client indemnifies Prosperian against any claim, action, conviction, loss, cost, expense or damage resulting from a breach by the Client of its legal or contractual obligations.

Article 9: Support and assistance

Prosperian provides support in accordance with the terms set out in the offer subscribed to or the Special Terms.

Unless otherwise stated, support covers reproducible anomalies affecting the normal use of the Services and reasonable requests for information relating to the use of standard features.

The Client designates, where applicable, an Administrator responsible for centralising support requests. Prosperian is not required to handle requests from unauthorised users.

Support, onboarding, setup, training or strategic guidance Services may be subject to separate invoicing and specific conditions.

Prosperian is bound only by a best-efforts obligation in respect of support and assistance.

Article 10: Service levels and availability

Prosperian strives to ensure the availability and proper functioning of the Services in accordance with the usual standards of the sector.

However, the Client acknowledges that the Services are provided "as is", subject to the commitments expressly provided for in these Terms or in Special Terms, and that no uninterrupted availability or total absence of errors can be guaranteed.

Prosperian may interrupt all or part of the Services for maintenance, updating, migration, security, correction or development needs. Where possible, Prosperian will inform the Client within a reasonable time for planned interruptions.

Prosperian does not guarantee that messages sent via the Services will actually arrive in the final inbox of recipients, nor that they will not be filtered, blocked, delayed, classified as spam, rejected or limited by Third Parties.

Article 11: Offers, subscriptions and financial conditions

11.1 Offers

Prosperian may offer free, trial, paid, monthly, annual, committed, quote-based, credit-based, usage-based or hybrid offers.

The characteristics, limitations, quotas, credits, options, prices and renewal conditions are specified on the Site, in the subscription interface, on the quote or in the Special Terms.

11.2 Price

Prices are expressed in euros, excluding tax, unless otherwise stated. Any applicable tax, levy or contribution will be invoiced in addition to the Client.

Prosperian reserves the right to modify its prices at any time for new subscriptions. For ongoing Subscriptions without a firm commitment, any price change will be notified within a reasonable time before it comes into force.

11.3 Payment

Unless otherwise stated, Subscriptions and Support Services are payable in advance, monthly or annually depending on the offer subscribed to.

Any late payment may result, automatically and without prejudice to any other remedy, in:

• the immediate payability of the amounts due;
• late payment penalties at the applicable legal rate;
• a fixed recovery indemnity where provided for by law;
• the immediate suspension of access to the Services;
• the termination of the Account in the event of persistent payment default.

11.4 Renewal

Unless otherwise stated, any Subscription is automatically renewed for a period identical to the initial period, unless terminated in the manner and within the time limits provided for by the offer subscribed to.

11.5 Commitment

Where an offer includes a minimum commitment period, this is firm. The Client remains liable for the entirety of the amounts due until the end of the commitment, even in the event of early cessation of use of the Services.

Article 12: Refund policy

Unless expressly stated otherwise in Special Terms, all amounts paid to Prosperian are firm, definitively acquired and non-refundable.

In particular, no refund, even partial or pro-rated, will be due in the event of:

• non-use or partial use of the Services;
• early termination at the Client's initiative;
• absence of commercial results, replies, appointments, opportunities or turnover;
• suspension or limitation of use due to non-compliance with these Terms;
• blocking, suspension, restriction or penalisation of an email account, domain, phone number, social network, CRM or other third-party tool used by the Client;
• unavailability or failure of a third-party service;
• poor configuration, poor strategy, poor targeting or non-compliant use of the Services.

Any period started is due in full.

On a purely commercial and discretionary basis, Prosperian may exceptionally offer a credit note, an extension of the Subscription or any other commercial measure, without this creating a vested right for the Client.

Article 13: Term and termination

13.1 Termination by the Client

The Client may terminate its Subscription in accordance with the terms provided for in the offer subscribed to, from its interface where this feature is available, or in writing to the address communicated by Prosperian.

Termination takes effect at the end of the current period, unless otherwise stated. No refund of a period already paid will be made.

13.2 Termination or suspension by Prosperian

Prosperian may suspend or terminate, automatically, without indemnity and without notice in the event of an emergency, all or part of the Services in the event of:

• breach of these Terms;
• payment default;
• unlawful, abusive or risky use;
• an attack on the security or integrity of the Services;
• fraud or attempted fraud;
• failure to comply with the rules applicable to prospecting;
• harm to the reputation of Prosperian or its technical partners.

13.3 Effects of termination

On the effective date of termination:

• the right to access the Services ceases;
• Prosperian may deactivate access and suspend all processing;
• the amounts due become immediately payable;
• the Client remains responsible for exporting its Data before the effective end of its access, where this feature is available.

Unless otherwise required by law, Prosperian may delete the Client's Data within a reasonable time after the end of the contractual relationship.

Article 14: Intellectual property

Prosperian and its licensors remain the sole holders of all intellectual property rights relating to the Site, the Services, the Documentation, the interfaces, the software, the databases, the developments, the graphic elements, the trademarks, logos, domain names, methods, models, connectors, APIs, algorithms, enrichments, improvements and, more generally, all the elements composing or accompanying the Services.

These Terms do not entail any transfer of ownership to the Client.

Prosperian grants the Client only, for the duration of its Subscription and subject to the full payment of the amounts due, a personal, limited, non-exclusive, non-assignable and non-transferable right to access and use the Services for its internal professional needs, in accordance with their purpose.

The Client shall in particular refrain from copying, reproducing, adapting, modifying, translating, distributing, renting, selling, decompiling, disassembling, reverse-engineering or attempting to access the source code of the Services, except as provided for by a contrary mandatory legal provision.

Article 15: Ownership and use of Data

The Client remains the owner of, or holder of the necessary rights to, the Data it imports, uses or processes via the Services.

The Client grants Prosperian, for the duration necessary to perform the Services, the right to host, copy, process, index, transmit, back up, display and use the Data strictly to:

• provide the Services;
• ensure support;
• carry out backups;
• maintain security;
• improve technical performance;
• produce aggregated and anonymised statistics.

Prosperian acquires no ownership right over the Client's Data by the mere fact of its processing via the Services.

The Client warrants that it holds all the rights, authorisations, legal bases and titles necessary to import, process and use the Data via the Services.

Article 16: Personal data

To the extent that Prosperian processes personal data on behalf of the Client, Prosperian acts as a processor, except where Prosperian itself determines the purposes and means of a specific processing operation.

The Client remains the data controller for the processing it initiates via the Services.

The parties undertake to comply with the applicable regulations on the protection of personal data, in particular the GDPR where it is applicable.

The Client acknowledges that the use of certain Services may involve the use of subsequent processors, hosts, cloud providers, communication tools, sending, enrichment or third-party integration solutions.

Where necessary, a data processing agreement or specific clauses may supplement these Terms.

Article 17: Warranties

Prosperian strives to provide Services that comply with their main Documentation and free from major blocking anomalies under normal conditions of use.

However, Prosperian does not warrant:

• that the Services will be free from any error or interruption;
• that the Services will meet all the Client's specific needs;
• that the Client's commercial results will be achieved;
• that the campaigns will generate replies, appointments, sales or revenue;
• that messages will not be filtered, blocked or rejected by Third Parties.

The Client acknowledges that Prosperian is bound by a general best-efforts obligation and not by an obligation to achieve a specific result.

Article 18: Limitation of liability

Prosperian may in no event be held liable for indirect or intangible damage, such as in particular loss of turnover, loss of margin, loss of profit, loss of opportunity, loss of clientele, harm to image, loss of operations, loss of data, acquisition cost, reconstitution cost, or the consequences of a third-party account being blocked.

Nor may Prosperian be held liable for:

• the Client's content, messages, campaigns or data;
• the commercial decisions taken by the Client;
• the quality of the prospects or contacts processed;
• deliverability performance;
• the restrictions imposed by an email provider, a social network, an operator or any other Third Party;
• poor configuration, misuse or an ineffective strategy implemented by the Client.

In any event, save for gross negligence, wilful misconduct or a contrary mandatory legal provision, Prosperian's total liability, all causes combined, is expressly limited to the amount excluding tax actually paid by the Client for the Services during the twelve (12) months preceding the event giving rise to liability.

Article 19: Confidentiality

Each party undertakes to keep strictly confidential the information, documents, data, methods, trade secrets, commercial, technical or strategic elements of the other party to which it may have access in the context of the contractual relationship.

This obligation does not apply to information:

• that has entered the public domain without fault of the receiving party;
• already legitimately known to the receiving party;
• lawfully received from a third party not bound by a confidentiality obligation;
• whose disclosure is required by a competent authority or a legal obligation.

This obligation will survive for a period of three (3) years from the end of the contractual relationship, unless a longer legal or contractual obligation applies.

Article 20: Force majeure

Neither party may be held liable for a breach or a delay in the performance of its obligations resulting from an event of force majeure within the meaning of article 1218 of the French Civil Code and French case law, including in particular massive outages, network cuts, unavailability of the internet, widespread computer attacks, fire, natural disaster, war, riot, pandemic, external strike, administrative injunction or major failure of a critical supplier.

If a case of force majeure continues beyond sixty (60) days, each party may terminate the affected Services by written notice, without indemnity on either side.

Article 21: Subcontracting, assignment and change

Prosperian may freely use any subcontractor or service provider of its choice for the performance of all or part of the Services.

The Client may not assign, transfer, contribute, pledge or transmit in any way whatsoever all or part of its rights and obligations under these Terms without Prosperian's prior written consent.

Prosperian reserves the right to transfer these Terms to any affiliated company, successor, acquirer or entity taking over all or part of its business.

Article 22: Amendments to the Terms

Prosperian reserves the right to amend these Terms at any time.

The applicable version is the one in force on the date of subscription or renewal, except where the amendment is made necessary by:

• a legal or regulatory change;
• a requirement of a technical partner;
• a security necessity;
• a non-substantial change to the Service.

In the event of a substantial change, Prosperian may inform the Client by any useful means. Continued use of the Services after the amended Terms come into force constitutes acceptance of them.

Article 23: Miscellaneous

If any provision of these Terms is declared null, unlawful or unenforceable, the other provisions will remain in force.

The fact that Prosperian does not, at a given time, avail itself of a provision of these Terms may not be interpreted as a waiver of the right to avail itself of it subsequently.

These Terms constitute the entire agreement between the parties concerning their subject matter and replace any prior exchange, proposal, commitment or agreement relating to the same subject matter.

Article 24: Governing law and competent jurisdiction

These Terms are governed by French law.

In the event of a dispute relating to their validity, interpretation, performance, termination or consequences, the parties will endeavour to seek an amicable solution.

Failing an amicable agreement, express jurisdiction is granted to the courts of Paris, including in the event of summary proceedings, plurality of defendants or a warranty claim.

Article 25: Legal notice

Prosperian
A société par actions simplifiée (SAS) with a capital of 1 000 €
Registered with the Paris Trade and Companies Register under number 942 670 001 R.C.S. Paris
SIREN number: 942 670 001
SIRET number (registered office): 942 670 001 00018
Intra-community VAT number: FR41942670001

Legal representative: Corenthin Buffard, President

Publication director: Corenthin Buffard

Host: Vercel

Article 26: Acceptance

By subscribing to Prosperian, approving a quote, creating an Account or using the Services, the Client acknowledges that it has read these General Terms of Sale and Use and accepts them without reservation.