Conditions générales d'utilisation et de ventes

1. Introduction

1.1 Contract

When you use our Services, you agree to all of these terms.

The “KALYA PRO” Services are owned by KALYA SAS company.

You acknowledge that by clicking “Sign up”, “Register with KALYA PRO”, “Subscribe”, “Subscribe to KALYA PRO” or by accessing or using our Services, you are entering into a legally binding contract with KALYA (even if you are using our Services on behalf of a company). If you do not agree to this contract (the “Agreement” or “Terms of Use”), do not click “Sign up” (or similar) and refrain from accessing and using our Services. If you wish to terminate this contract, you may do so at any time by closing your account and ceasing to use our Services.

This Agreement applies to the kalyapro.com digital platform and KALYA brand applications and other sites, applications, communications and other services related to KALYA PRO that state they are offered under this Agreement (the “Services”).

1.2 Modification

We may modify the Agreement. If we make material changes, we will notify you through our Services, or by other means, to provide you with the opportunity to review the changes before they become effective. We acknowledge that changes cannot be retroactive. If you object to any changes, you may close your account. If you continue to use our Services after we publish or send a notice about our changes to these terms, you are agreeing to the updated terms as of their effective date.

2. Obligations

2.1 Right to Services

Under this Agreement, you warrant that you have the capacity to enter into this Agreement and that you are a healthcare professional.

2.2 Your Account

You will keep your password secret.

You will not share an account with another person and you will comply with our rules and the law.

Members are account holders. You agree to: (1) use a strong password and keep it confidential; (2) not transfer any part of your account (such as connections) and (3) comply with the law and rules described in the Do’s and Don’ts list. You are responsible for anything that happens through your account unless you close it or report misuse.

2.3 Payment

You will fulfill your payment obligations and you agree that we may store your payment information. You agree that fees and taxes may be added to our prices.

Failure to pay these fees will result in the termination of your paid Services. You also agree to the following:

• We may store your payment method and continue to bill you with it (e.g., your credit card) even after it expires, to avoid interruptions in your Services and to pay for any other Services you have purchased.

• If you purchase a subscription, you will be automatically billed using your payment method at the start of each subscription period for the applicable fees and taxes for that period. To avoid being billed later, cancel before the renewal date.

2.4. Notifications and Messages

You agree that we may send you notifications and messages through our websites, applications, and the contact information you have provided us. If your contact information is not up to date, important notifications may not reach you.

You agree that we may provide you with notifications and messages by: (1) posting them within the Service or (2) sending them to the contact information you provided us (e.g., email address, mobile number, postal address). You agree to keep your contact information up to date.

3. Rights and Restrictions

3.1 Your License Grant to KALYA PRO

You own all content, feedback, and personal data you provide us, but you also grant us a non-exclusive license.

You agree that KALYA may access, store, process, and use information and personal data that you have provided.

By submitting suggestions or feedback regarding the Services to KALYA, you agree that we may use and share (but are not obligated to) this feedback for any purpose without providing you financial compensation.

3.2 Service Availability

We may modify or terminate any Service, or change our prices in the future.

We may change, suspend, or discontinue any Service. We may also change our prices by giving you reasonable prior notice as permitted by law.

KALYA is not a storage service. You agree that we have no obligation to store, maintain or provide you a copy of any information or content that you or others have provided to us.

3.3 Other Sites, Content and Applications

Your use of others’ content and information posted on our Services is at your own risk. Our services index content provided by third parties. Any information accessible via a link to other sites is not published by KALYA. KALYA has no rights to the content in said link.

KALYA accepts no responsibility for the accuracy of information published on these sites or any other aspect concerning them. KALYA shall not be held liable for any damages resulting from access to these sites. Use of these sites is entirely at your own risk.

Our services aim to facilitate access to information sources on Non-Pharmacological Interventions drawn from scientific publications and Health Authority documents.

Any reference to a commercial or non-commercial product, process, service, or company is not an endorsement or recommendation by KALYA. KALYA does not endorse or recommend products or services. KALYA accepts no responsibility in connection with the use or content of any mentioned product or service.

3.4 Restrictions

We have the right to restrict how you connect and interact on our Services.

KALYA reserves the right to restrict, suspend or terminate your account if you breach this Agreement or the law or if your use of the Services is abusive.

3.5 Intellectual Property Rights

KALYA reserves all of its intellectual property rights in the Services. The trademarks and logos used in connection with the Services belong to their respective owners. KALYA, logos incorporating the “KALYA” mark, “KALYA PRO” and illustrations used for our Services are trademarks or registered trademarks of KALYA.

The various texts, images, photographs, visual interfaces, graphics, trademarks, logos, sounds, music excerpts, illustrations and videos, accessible via the Services through hyperlinks, may be subject to specific intellectual property rights. KALYA shall not be held liable for any infringement, damage, loss, prejudice, claim, action for infringement and unfair competition regarding the use of its Services, nor for any unlawful use of its Services, fraudulent exploitation or attempt to breach technical protection measures.

3.6 Automated Processing

We use your data and information to provide relevant suggestions.

We use the information and data you provide and that we have to offer you recommendations for relationships, content and features that may be useful to you. By keeping your profile information up-to-date and accurate, you help us make our recommendations more relevant.

4. Disclaimer and Limitation of Liability

4.1 No Warranty

This is our disclaimer of legal liability for the quality, safety, or reliability of our Services.

The information provided on the Services is for informational purposes only. We strive to ensure the accuracy of real-time updated information distributed on the Services. However, we cannot guarantee that the results and information obtained are free from any error or defect, nor can we guarantee completeness, currency, precision, exhaustiveness or absence of modification by a third party.

KALYA AND ITS AFFILIATES MAKE NO REPRESENTATION OR WARRANTY ABOUT THE SERVICES, INCLUDING THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE AND PROVIDE THE SERVICES (INCLUDING CONTENT AND INFORMATION) ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, KALYA AND ITS AFFILIATES DISCLAIM ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, ACCURACY OF DATA, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

4.2 Exclusion of Liability

These are the limits of legal liability we may have to you.

TO THE FULLEST EXTENT PERMITTED BY LAW (AND UNLESS KALYA HAS ENTERED INTO A SEPARATE WRITTEN AGREEMENT THAT OVERRIDES THIS AGREEMENT), KALYA, INCLUDING ITS AFFILIATES, WILL NOT BE LIABLE IN CONNECTION WITH THIS AGREEMENT FOR LOST PROFITS OR LOST BUSINESS OPPORTUNITIES, REPUTATION, LOSS OF DATA (E.G. DOWNTIME OR LOSS OF YOUR DATA OR CONTENT, USE, OR CHANGES TO YOUR INFORMATION) OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.

KALYA AND ITS AFFILIATES SHALL NOT BE LIABLE TO YOU IN CONNECTION WITH THIS AGREEMENT FOR ANY AMOUNT THAT EXCEEDS (A) THE TOTAL FEES PAID OR PAYABLE BY YOU TO KALYA FOR THE SERVICES DURING THE TERM OF THIS AGREEMENT.

4.3 Basis of the Bargain and Exclusions

The limitations of liability in this Section 4 are part of the basis of the bargain between you and KALYA and shall apply to all claims of liability (e.g., warranty, tort, negligence, contract, law) even if KALYA or its affiliates have been told of the possibility of any such damage, and even if these remedies fail their essential purpose.

These limitations of liability do not apply in case of death or personal injury, fraud, gross negligence or willful misconduct, or in case of negligence resulting from a violation of a material obligation, an obligation material enough to constitute a prerequisite for providing services and on which you may reasonably rely, but only to the extent that the damages were directly caused by the breach and were foreseeable upon conclusion of this Agreement and to the extent they are typical in the context of this Agreement.

5. Termination

Both parties can terminate this Agreement, but some rights and obligations will continue.

You and KALYA may terminate this Agreement at any time by notifying the other party. Upon termination, you lose the right to access or use the Services. The following shall survive termination:

• our rights regarding the use and disclosure of your feedback;

• Sections 4, 6 and the appendix of this Agreement;

• any amounts owed by either party prior to termination remain owed after termination.

6. General Terms

If a court with authority over this Agreement finds any part of it unenforceable, you and we agree that the court should modify it to make that part enforceable while still achieving its intent. If the court cannot do that, you and we agree to ask the court to remove that unenforceable part and still enforce the rest of this Agreement.

This Agreement (including any additional terms that we provide when you use specific features) is the only agreement between us regarding the Services. It supersedes all prior agreements for the Services.

If KALYA doesn’t act on a breach of this Agreement, that doesn’t mean KALYA has waived its right to enforce this Agreement. You may not assign or transfer this Agreement (or your membership or use of Services) to anyone without our consent. However, you agree that KALYA may assign this Agreement to its affiliates or a buyer without your consent. There are no third-party beneficiaries to this Agreement.

7. JURISDICTION

IN THE EVENT OF A DISPUTE AND AFTER IMPLEMENTATION OF THE CONCILIATION CLAUSE, EXPRESS JURISDICTION IS GRANTED TO THE PARIS COMMERCIAL COURT, NOTWITHSTANDING MULTIPLE DEFENDANTS OR WARRANTY CLAIMS, EVEN FOR EMERGENCY PROCEDURES OR INTERIM PROCEDURES IN SUMMARY PROCEEDINGS OR BY APPLICATION.