General Terms of Service

ACCESS TO AND USE OF THE SITE, THE SERVICES, AND THE PRIVATE DISCUSS WEB AND MOBILE APPLICATION (HEREAFTER COLLECTIVELY REFERRED TO AS "THE SERVICES") DEVELOPED BY PRIVATE DISCUSS ARE SUBJECT TO YOUR COMPLIANCE WITH AND ACCEPTANCE OF THESE GENERAL TERMS OF SERVICE.

These General Terms of Service (hereafter referred to as "GTS") are concluded between You and Private Discuss (hereafter referred to as "Private Discuss" or "us").

The company Private Discuss, specialising in private security activities, has developed the PRIVATE DISCUSS solution (hereafter referred to as the "Solution"), which enables any natural or legal person to use a collaborative, fast, secure, and reliable communication solution that facilitates exchanges, including the holding of video conferences and webinars.

ARTICLE 1: LEGAL NOTICES

The company Private Discuss, specialising in private security activities, is a simplified joint-stock company with a share capital of 75,000 euros, registered in the Lyon Trade and Companies Register under number 828 242 545, whose registered office is located at 304 Route Nationale 6, 69760 LIMONEST, and whose intra-community VAT number is FR91 828 242 545, APE code 6202A.

ARTICLE 2: DEFINITIONS

The terms below apply in these GTS and have the following meanings:

• "General Terms of Service" or "GTS": refers to these General Terms of Service.
• "You": refers to any natural or legal person who has subscribed to one of the pricing plans offered on the website https://private-discuss.com/forfaits/ to access and use, according to the specific features of each pricing plan, the Solution. This subscription is governed by these GTS and the Special Conditions specific to each pricing plan.
• "Solution": refers to the PRIVATE DISCUSS services and web and mobile application, which is a collaborative, fast, secure, and reliable communication solution.
• "Pricing plan": refers to the subscriptions offered on the website https://private-discuss.com/forfaits/ and enabling the user to obtain certain specific features within the context of using the PRIVATE DISCUSS Solution, available on the web and mobile application.
• "Hosts": member of the private collaborative network that You create with the Solution.
• "Participants": Host of your network that You create online or external guest.
• "End Users": refers to all users authorised by You to access and use the Solution, by participating in your collaborative network, via the features to which You have subscribed.
• "Administrator": refers to the specific access with associated rights granted to You to create Participants, whether Hosts or guests.
• "Internet": refers to the set of interconnected networks located in all regions of the world.
• "Initial period": refers to the minimum commitment period. In the context of an annual subscription, the Initial period is 12 months. In the context of a monthly subscription, the Initial period is 1 month.
• "Content": refers to any content, information, or data published or broadcast on the PRIVATE DISCUSS Solution by You, End Users under your responsibility, or a third party, including texts, words, information, images, videos, sounds, data, or hyperlinks.
• "General Terms of Use" or "GTU": refers to the contractual document governing the conditions of use of the PRIVATE DISCUSS Solution services by You and End Users under your responsibility.

ARTICLE 3: PURPOSE

These GTS are intended to define the conditions governing the sale of services offered by Private Discuss for accessing and using the PRIVATE DISCUSS Solution.

ARTICLE 4: ACCEPTANCE

4.1 By subscribing to one of the pricing plans offered on the website https://private-discuss.com/forfaits/, You declare that you have taken note of, read, and understood these GTS.

4.2 Express and unreserved acceptance of these GTS is evidenced upon your confirmation of subscription to one of our pricing plans. This acceptance is complete and forms an indivisible whole. If You do not accept these GTS, You are not authorised to access and use the Solution.

ARTICLE 5: CONTRACTUAL DOCUMENTS

These GTS, together with the following documents, constitute the entirety of the commitments in the context of your subscription to our Solution. They replace and supersede any prior oral or written commitment. These GTS form part of a contractual corpus composed of the following contractual documents presented in descending hierarchical order of legal value:

• The Special Conditions of your subscription;
• These General Terms of Service;
• The General Terms of Use (hereafter referred to as "GTU") and the Privacy Policy of the Solution, accessible on the website at the following address: https://private-discuss.com/.

ARTICLE 6: CAPACITY

6.1 When contracting with Private Discuss, You declare and acknowledge that you are at least 18 years of age and are fully capable and competent to undertake to comply with the conditions and obligations of these GTS.

6.2 If You are subject to any incapacity or do not meet the legal age criteria set out above, You are not authorised to access and use the Solution.

6.3 Your subscription to one of the pricing plans may be terminated without notice if we consider that You are subject to any incapacity.

ARTICLE 7: SUBSCRIPTION TO THE PRIVATE DISCUSS SERVICE

7.1 You may subscribe to the PRIVATE DISCUSS Solution services by choosing one of the pricing plans offered on the website https://private-discuss.com/forfaits/. Subscription to one of the pricing plans is completed by filling in an order form. All information requested in the order form must be duly completed. You are responsible for the accuracy of information concerning you, as well as for keeping it up to date. Private Discuss reserves the right, after verifying the order form details, to accept or refuse such subscription.

7.2 All information provided by You and the confirmation of subscription to one of our pricing plans constitute proof of your transaction and your contractual relationship with us.

7.3 Confirmation of your subscription to one of our pricing plans for the PRIVATE DISCUSS Solution Services constitutes signature and acceptance of the operations carried out and the creation of a contractual relationship between You and Private Discuss on the basis of these GTS.

7.4 You also have the option to subscribe, at any time, to additional PRIVATE DISCUSS Solution services, including by upgrading from a free subscription to a paid subscription or to one of the paid pricing plans, giving You access to additional features on the Solution. Your subscription to additional Solution services is subject to these GTS and compliance with the Solution's GTU.

7.5 Subscription to one of the pricing plans may be subject to Special Conditions. Private Discuss is free to add and remove services and/or features included in each of the pricing plans on its website and/or to modify the characteristics, conditions of use, and other special conditions. Special Conditions may apply to the subscription to certain pricing plans, as well as to specific features of the Solution, depending on the pricing plan chosen by You.
In the event of a conflict between these GTS and the Special Conditions applicable to a specific free or paid pricing plan to which You have subscribed, those Special Conditions shall prevail and govern your subscription to the Solution.

ARTICLE 8: DURATION – TERMINATION – CANCELLATION

8.1 These GTS are concluded between You and Private Discuss for the entire duration of your subscription to the PRIVATE DISCUSS Solution, as specified in the Special Conditions of your subscription, from the confirmation of your subscription to one of our paid or free pricing plans.

8.2 At the end of the Initial period, as referred to in the Special Conditions specific to your subscription to one of our pricing plans, the termination of your subscription may be carried out, unless expressly stated otherwise in the Special Conditions of your subscription, by sending a registered letter with acknowledgement of receipt to the address of PRIVATE DISCUSS as specified above, with three (3) months' notice.

8.3 Termination will end your billing for the PRIVATE DISCUSS Solution services and will remove access to and use of all features of the Solution included in the pricing plan to which You have subscribed, as well as all data in your account. Your Administrator account access will be removed, as will the Host accounts created with it. All data linked to Host accounts will be deleted upon termination.

8.4 No refund of amounts already paid will be granted. Invoices issued prior to the date of receipt by Private Discuss of the official termination of your subscription must be paid in full.

8.5 In the event of your failure to comply with any of the contractual obligations arising from these GTS and the Special Conditions related to your subscription, Private Discuss reserves the right to terminate your subscription to the Solution at any time.

ARTICLE 9: PRICING

9.1 The prices of the pricing plans offered on the website https://private-discuss.com/forfaits/ are stated in euros excluding tax, to which applicable VAT and other taxes must be added at the time of your subscription to the chosen pricing plans.

9.2 Monthly billing is based in particular on the number of Hosts created during the month per Administrator account communicated to You at the time of subscription.

9.3 The rights associated with the Administrator account are granted by Private Discuss solely to the natural or legal person who has subscribed to the Solution and its options. The rights associated with the Administrator account give You the ability to create as many Hosts as You wish within the limits of the pricing plan to which You have subscribed. Each new Host created with the Administrator access is billed at the applicable rate at the time of its creation for the billing period in question. For example, if You create three (3) Hosts during the month but delete one (1) of them during that period, You will be charged for the creation of three (3) Hosts during that month, despite the fact that You only have two (2) Hosts at the end of the month. It is the total number of Hosts created during the billing month that is taken into account, even if they were deleted during the period in question.

9.4 Private Discuss may modify its prices at any time, including by converting a free service into a paid service and by charging for the use of Services that were previously offered free of charge, provided that Private Discuss gives You a minimum of fifteen (15) days' notice, and the opportunity to terminate your subscription if Private Discuss modifies the price of your subscription to the Solution. During this period, You have the option to terminate your subscription to the PRIVATE DISCUSS Solution. However, if within the aforementioned time limit You have not contested or refused the application of the new rates for your subscription, You shall be deemed to have fully accepted Private Discuss's new rates. In this context, the change in the price of your subscription will be fully applicable to You and will take effect at your next billing date for the PRIVATE DISCUSS Solution.

ARTICLE 10: PAYMENT AND BILLING FOR SERVICES

10.1 The services provided by Private Discuss for the operation of the basic services of the Solution are provided in exchange for your payment of the amounts defined in the paid pricing plan to which You have subscribed.

10.2 You agree that Private Discuss may debit your credit card or any other payment method chosen by You and approved by Private Discuss for the amounts due and payable under the pricing plan to which You have subscribed to access and use the Solution. Payment of the amounts due under your subscription is due within thirty (30) days of the invoice date. You have the option to dispute a Private Discuss invoice within fifteen (15) days of the invoice date. You are responsible for acting in good faith in the context of any dispute or comment relating to any point related to the disputed invoice.

10.3 In the event of repeated payment incidents resulting in failure to settle an invoice by the due date set out above, and after a period of fifteen (15) days following the first presentation of the formal notice to pay which remained unsuccessful, late payment interest equivalent to three times the applicable legal interest rate will be charged to You. Late payment interest shall be due without any reminder being necessary. In addition to late payment interest charged pursuant to Article L.441-6 of the French Commercial Code, You shall owe a flat-rate indemnity of forty (40) euros (Decree No. 2012-1115 of 2 October 2012 – Article D.441-5 of the French Commercial Code) for recovery costs, as well as all costs and expenses incurred by Private Discuss in the context of this recovery activity, including legal costs and lawyer's fees. This recovery indemnity shall be due as of right, i.e. without any reminder being necessary.

ARTICLE 11: CANCELLATION

You may cancel your subscription to one of Private Discuss's paid pricing plans at any time. If You cancel your subscription, no additional service period will be billed to You and the service will continue until the end of the subscription period or the Initial period for which You contracted. In the event of cancellation, You will not receive a refund for services already paid.

ARTICLE 12: WARRANTIES

12.1 To the fullest extent permitted by law, the PRIVATE DISCUSS Solution, web and mobile application, is provided "AS IS" and You use the Solution at your own risk and peril, without warranty of any kind.

12.2 Private Discuss gives no warranty as to:

• The suitability of the Solution for your particular use or for your expectations and needs, the Solution being offered as is;
• The accuracy or conformity of the data You have entered;
• Your use or ability to use the Solution;
• The use You make of the information or features made available to you through the Solution. You remain solely responsible for the decisions and choices You make, including the creation, modification, or deletion of Host accounts;
• The temporary unavailability of all or part of access to the Solution, a difficulty related to response time, and, more generally, a failure to meet a performance level.

12.3 Private Discuss does not guarantee that the Solution will always be uninterrupted, reliable, accurate, complete, and free from errors, nor that it will operate without packet loss.

12.4 Except during maintenance periods and subject to the availability and accessibility of your internet network, Private Discuss will use its best efforts to ensure the accessibility and operation of the Solution with assistance from Private Discuss's technical teams (working days from 9:00 am to 5:00 pm with email contact and response within 24 working hours).

ARTICLE 13: LIABILITY

13.1 Private Discuss is expressly subject to a best-efforts obligation.

13.2 Private Discuss shall not under any circumstances be held liable for indirect damages resulting from the management, use, operation, interruption, or malfunction of the Solution, whether financial or commercial, such as loss of revenue, or loss of orders or customers, any damage or corruption of data (direct or indirect), without this list being exhaustive.

13.3 Private Discuss shall not be held liable for damages resulting from:

• Your fault;
• Access to your data by a third party who has obtained your access codes to the Solution, whether as an Administrator or user;
• Fraudulent or abusive use of the Solution;
• A compromise of the confidentiality of your access codes to the Solution, whether as an Administrator or user;
• Statements or conduct by any person external to Private Discuss with regard to the Solution provided by it.

13.4 You expressly agree that Private Discuss cannot be held responsible for interruptions to the Solution or related damages:

• An interruption in the supply of electricity or transmission lines due to public or private operators;
• Abnormal or fraudulent use of the Solution by You, requiring the Solution to be shut down for security reasons;
• The nature and content of information and data created, transferred, and/or communicated by You. More generally, Private Discuss can in no case be liable for data, information, results, or analyses from You, transmitted or received through the Solution, that infringe the rights of third parties or that violate applicable legislation in any way;
• A loss or delay in the transmission of information and data, where Private Discuss is not the cause of such delay;
• The operation of the Internet or telephone or cable Internet access networks not deployed by Private Discuss.

13.5 In the event of legal action brought against Private Discuss by a third party as a result of your conduct, your content, or your information on the Solution, You undertake to indemnify and hold harmless Private Discuss against any obligations, damages, losses, and expenses of any kind (including reasonable legal costs and expenses) relating, pertaining, or connected in any way whatsoever to the following, without this list being exhaustive:

• Your use, your content, and your information provided in the context of the Solution;
• Any breach by You of these GTS, as well as applicable laws and regulations or the General Terms of Use of the Solution;
• Any misrepresentation on your part;
• Your infringement of any third party's rights (including intellectual property rights).

13.6 Private Discuss is not responsible for the loss or alteration of your information, data, and content transferred on the Solution.

13.7 Force Majeure
Private Discuss's liability cannot be engaged for a force majeure event within the meaning of Article 1218 of the French Civil Code and the settled case law of the Court of Cassation. Expressly considered as force majeure or fortuitous events, in addition to those customarily recognised by French courts, are: blocking, disruption or congestion of telecommunications networks, poor quality of electricity supply, blocking of transport or supply means for any reason whatsoever, severe weather, epidemics, earthquakes, fires, storms, floods, water damage, governmental or legal restrictions.
In the event of the occurrence and continuation of a force majeure event beyond a period of thirty (30) days, You and Private Discuss may terminate the contractual relationship by operation of law by registered letter with acknowledgement of receipt.

ARTICLE 14: INTELLECTUAL PROPERTY

14.1 Private Discuss guarantees that it holds the intellectual property rights relating to all elements comprising the Solution. Subscription to the PRIVATE DISCUSS Solution services does not result in any transfer of intellectual property rights over the Solution to your benefit. Private Discuss guarantees You against any recourse by third parties in this regard.

14.2 All components of the Solution remain the exclusive property of Private Discuss, including the data, all texts, graphics, visual interfaces, photographs, trademarks, logos, sounds, music, illustrations, computer codes, algorithms, features, and specific developments relating to the PRIVATE DISCUSS Solution.

14.3 You may not in any way copy, reproduce, modify, republish, download, publish, publicly display, encode, translate, transmit, or broadcast in any way or on any medium the elements comprising the Solution referred to above, without the prior written consent of Private Discuss.

14.4 You undertake not to infringe, directly or indirectly, the intellectual property rights of Private Discuss and to take, with regard to any person who has become aware of the elements comprising the Solution through you, all necessary measures to ensure respect for said Private Discuss intellectual property rights.

14.5 All your information, data, and content remains your property and Private Discuss shall not be deemed to have had any ownership transferred to it. Furthermore, You declare that you hold all intellectual property rights relating to your content, information, and data that You share on the Solution. In this regard, You undertake to indemnify Private Discuss against any action, claim, demand, or opposition brought against Private Discuss by any person invoking an intellectual property right, an act of unfair competition, a parasitic act, or an infringement of the right to image that your content, information, and/or data may have infringed. In this context, all costs of any nature incurred by Private Discuss, as well as any damages awarded against Private Discuss, shall be at your expense.

14.6 Counterfeiting
Any act of use of the Solution beyond the scope of the rights granted by Private Discuss shall constitute infringement and shall justify legal action by Private Discuss against you.
Any act of counterfeiting or unfair competition by a third party of which You become aware must be notified to Private Discuss, who will deal with any proceedings it considers appropriate.

ARTICLE 15: PERSONAL DATA PROTECTION

15.1 Private Discuss informs You that personal data concerning You, as well as that concerning the Participants under your responsibility in the context of a subscription to a paid or free pricing plan, is processed in accordance with applicable personal data protection regulations, including the European General Data Protection Regulation No. 2016/679, known as the "GDPR".

15.2 You, as well as the Solution's Participants under your responsibility, have a right of access, rectification, erasure, and portability of data. You and your Participants also have the right to object to or restrict processing. These rights may be exercised at any time by simply contacting Private Discuss at the following address: dpo@private-discuss.com. Furthermore, these rights include the right to lodge a complaint with the CNIL (https://www.cnil.fr).

15.3 Your data and that of Participants under your responsibility is retained for the duration of your subscription to the Solution, except where legally required to retain it. Such personal data is not communicated by Private Discuss to third parties and is not used for commercial prospecting purposes, unless prior express consent of the persons concerned has been obtained.

15.4 Private Discuss guarantees the existence of adequate measures to ensure the security and confidentiality of the personal data processed, in accordance with legal and regulatory requirements. Your personal data, as well as that of Participants under your responsibility, is hosted in the territory of the European Union and is not transferred outside the territory of the European Union.

15.5 For a more detailed account of the conditions for the collection and processing of personal data, You are invited to consult the Privacy Policy.

ARTICLE 16: NON-COMPETITION

During the entire duration of your subscription to the Solution, You must not:

• Market, promote, or solicit, directly or indirectly, customers to provide, sell, or resell any product or service in competition with the services provided by Private Discuss;
• Hold a majority stake in any entity that markets, promotes, sells, or provides any product or service provided by Private Discuss;
• Enter into agreements with a supplier to resell, redistribute, sub-license, or market in any way whatsoever any product or service that competes with the services provided by Private Discuss.

ARTICLE 17: PROOF

17.1 Private Discuss's computerised records shall be considered by all parties concerned as proof of the communications, orders, payments, and transactions between the parties.

17.2 Private Discuss will archive the order form and invoices related to your subscription to the Solution on a reliable and durable medium constituting a faithful copy that can serve as valid proof in the context of a dispute.

ARTICLE 18: NOTIFICATIONS

Operational exchanges related to technical matters, and not to these GTS or the Special Conditions of your subscription to the Solution, may be conducted by electronic means.

ARTICLE 19: SCOPE AND INTERPRETATION OF THE GTS

19.1 You are prohibited from making any commitment in the name and/or on behalf of Private Discuss. Private Discuss remains solely responsible for its acts, statements, commitments, services, products, and personnel.

19.2 If any provision of these GTS and/or the Special Conditions related to your subscription is found to be void under applicable law or a final judicial decision, it shall be deemed unwritten, without this entailing the nullity of these GTS and Special Conditions of your subscription, nor affecting the validity of the other provisions which shall remain in force.

19.3 The fact that You or Private Discuss do not invoke any provision of these GTS or any provision of the Special Conditions in the context of your subscription to the Solution, or do not contest its non-performance, whether permanently or temporarily, shall not be construed as a waiver by You or Private Discuss of the rights arising from such provision.

19.4 It is expressly agreed, unless a specific derogation is noted in writing, that the clauses and conditions of these GTS apply to all ancillary or accessory contractual documents that may be put in place between You and Private Discuss.

ARTICLE 20: APPLICABLE LAW AND DISPUTE RESOLUTION

20.1 These GTS and the Special Conditions of your subscription are written in French.

20.2 In the event of a dispute regarding the validity, interpretation, or performance of these GTS and the Special Conditions related to your subscription to the Solution, or more generally in the event of a dispute arising from these GTS and Special Conditions, the parties designate French law as governing all of their contractual and non-contractual relations.

20.3 The parties undertake to resolve amicably any dispute that may arise between them regarding the formation, validity, interpretation, performance, and, more generally, any difficulty arising from these GTS and Special Conditions related to the subscription to the PRIVATE DISCUSS Solution.
In this context, the parties are obliged to observe, before initiating any legal action, a period of one (1) month, during which they will endeavour to contribute in good faith to the development of an amicable solution.

20.4 For any dispute, controversy, and/or claim arising in particular in connection with or relating to these GTS and/or the Special Conditions related to a subscription to the Solution, if the dispute has not been resolved amicably as set out above within one (1) month of the first notification, the parties agree to submit the dispute to the competent courts of Lyon.