Service Framework Agreement

This Framework Service Agreement, along with the documents listed below (collectively, the "Agreement"), defines the terms between the Client and Resite. It governs access to and use of Resite's online platform and tools. Resite and the Client are individually referred to as a "party" and collectively as "parties." This Agreement takes effect on the date the Client signs up to one of our subscriptions via "Stripe" or signs an order form.

By completing online registration with Stripe or signing an order form referencing this Agreement, the Client accepts this Agreement terms as well as : Terms of use, Cookies, Legal Notice, Privacy Policy, Subcontractors, Security Measures.

If you are accepting this Agreement on behalf of a company or entity, you represent that you have the authority to bind it. Otherwise, you must not accept the Agreement or use the Services.

A. Description of Services

Resite is a digital solutions provider specializing in AI-powered website creation, lead generation, and reputation management. Our platform helps businesses enhance their online presence, attract more leads, and automate customer interactions. With a focus on seamless user experience and data-driven optimization, Resite ensures that businesses maximize their digital potential effortlessly.

B. Contractual Documents

The Agreement consists of the following documents:

• Order Form signed by the Client, any order documentation, or online subscription page via Stripe;
• This Framework Service Agreement, including Section A, Description of Services, and any amendments;
• Privacy Policy;
• Terms of Use;
• Subcontractors;
• Security Measures.

1. Services

1.1 Subscription. Resite provides access to its Services through a subscription. The Client may subscribe by signing an Order Form or subscribing online with stripe.

1.2 Subscription Term. Subscriptions are valid for the duration specified online or in the Order Form. Online subscriptions automatically renew unless either party notifies the other 30 days before expiration. Order Forms do not renew automatically.

1.3 Subscription Plan. Resite provides Services according to the Subscription Plan chosen by the Client.

1.4 Service Provision. Resite manages the Services in compliance with applicable laws and may modify them at its discretion.

1.5 Access to Services. In exchange for subscription payment and compliance with the Agreement, Resite grants the Client a non-exclusive, non-transferable right to use the Services for the subscription period. The Client may authorize Users to use the Services in accordance with the Agreement.

1.6 Subcontractors. Resite may engage subcontractors (Sections 1 and 2) to fulfill its obligations and remains responsible for subcontractors, particularly in handling Personal Data.

1.7 Support. Resite provides technical support via email, Monday to Friday, from 9 AM to 6 PM, subject to the payment of subscription fees.

1.8 Third-Party and External Services. Third-party services are subject to their respective providers' terms, and Resite does not provide support for them. Resite may discontinue access if the provider ceases compatibility.

1.9 Account Information. Resite may collect usage data and account information to monitor compliance with subscription terms.

2. Use of Services and Content

2.1 Usage Restrictions. Unless authorized in this Agreement, the Client must not, and must not allow third parties to: (1) sell, transfer, or sublicense the Services; (2) use the Services for outsourcing; (3) bypass Subscription Plan or Agreement limits; (4) disable security features; (5) decompile or reverse-engineer the source code; (6) modify or create derivative works of the Services; (7) remove proprietary notices; (8) use the Services unlawfully; (9) infringe intellectual property rights; (10) transmit offensive content; (11) upload viruses; (12) overload the Services with excessive data; (13) disrupt other users' access; (14) develop or sell a competing product; (15) use the Services for competitive purposes; (16) circumvent User identity requirements.

Clients must comply with applicable laws and internal policies. Violations may result in suspension or termination of access.

2.2 Authorized Users; Accounts. The Client is responsible for its Users' actions and must ensure account security. Credentials must not be shared; each User must have a unique identity. The Client must provide accurate and up-to-date information for Service access.

3. Our Responsibilities

3.1 Reasonable Efforts. We will make reasonable efforts to meet deadlines specified in any Order Form, order documentation, or online subscription page.

3.2 Service Provision. We will provide the Services in compliance with French applicable laws.

4. Your Responsibilities

4.1 Effective Collaboration. You must:

• (a) Fully cooperate with us regarding the Services;
• (b) Promptly provide accurate information necessary for Service delivery;
• (c) Comply with applicable laws when using the Services;
• (d) Adhere to Section 2 and Order Forms when accessing the Services;
• (e) Obtain necessary permissions and licenses for Service delivery.

4.2 Service Configuration. You are responsible for managing configurations, users, synchronized information sources, and permission settings.

4.4 Data Permission Management. You may access content without source system permission restrictions. You must ensure that only authorized users access the "Resite" platform.

4.5 Data Source Management. Users are responsible for the relevance of information and the deletion of outdated data. Indeed, the client must communicate with Resite for any modifications on the website and in the backend platform.

5. Intellectual Property and Licenses

5.1 Client Data. Resite retains intellectual property rights to the website and the software provided. Resite does not own imported Client Data. Resite grants the client a limited, non-exclusive license to host, store, transfer, client data solely to provide the Services.

5.2 Client Feedback. The Client grants Resite a non-exclusive, royalty-free license to use feedback and suggestions to improve Resite products.

5.3 Usage Data. Resite may collect and analyze Usage Data for internal purposes (security, analysis, support and improvement). This data is shared in an anonymized, aggregated form without identifying the Client or its Users.

5.4 Resite Property. Resite retains ownership of its Services, software, code, algorithms, and documentation. No ownership rights are transferred to the Client except as explicitly stated in this Agreement.

6. Fees, Payments, and Taxes

6.1 Fees. Subscription fees are indicated in the order form or during online subscription. Renewal fees will be those in effect at the time of renewal. Fees are due at the start of the subscription and are non-refundable. For annual plans, payment is made as a single payment before any service is delivered.

6.2 Downgrade Prohibition. You may downgrade your plan during the subscription period.

6.3 Billing and Payment.

Online Subscriptions: A monthly or annual direct debit will be made via Stripe from your bank account. A valid payment method is required.

In case of non-payment, Resite may suspend access or terminate the contract.

6.4 Renewal and Cancellation. The subscription automatically renews at the end of each period unless canceled in advance with 30 days notice. You can cancel by contacting support: contact@weareresite.com.

6.5 Taxes. VAT is currently not applicable. All prices are exclusive of tax.

6.6 Fee Modifications. Fees remain unchanged during the current period, but Resite may adjust fees for future periods after each renewal.

7. Warranties

7.1 Mutual Warranties. Each party warrants that: (1) this agreement is legally binding; (2) no third-party authorization is required to execute it; and (3) this agreement does not violate other contractual obligations.

7.2 Resite Warranties. Resite warrants that its services will comply with the technical measures in place to protect the security, confidentiality, and integrity of the client's data.

7.3 Client Warranties. The client warrants that: (1) it has all rights to allow Resite to use and process its data under this agreement; (2) it will use the services in compliance with this agreement, documentation, and applicable laws; and (3) it will adhere to third-party provider terms when using their services.

7.4 Warranty Limitations. Apart from the limited warranties described herein, Resite disclaims all other warranties, including non-infringement, merchantability, or fitness for a particular purpose. Resite does not guarantee error-free or uninterrupted services. The client must ensure Resite's security measures meet their needs.

8. Confidentiality

8.1 Reasonable Precautions. Each party must take reasonable precautions to protect the other party's confidential information. Such information may only be used to perform the contract and disclosed only to authorized individuals. It may be shared with employees, consultants, or advisors, or as required by law, while notifying the other party to limit disclosure.

8.2 Employees and Representatives. The client is responsible for ensuring its employees and representatives maintain confidentiality.

8.3 Duration. Confidentiality obligations remain in effect during the contract duration and two years after termination.

8.4 Exceptions. These obligations do not apply if: (i) written permission is obtained; (ii) information is already public; (iii) it originates from a source without confidentiality obligations; (iv) it is independently developed; or (v) it is no longer a trade secret.

9. Security

See "Security Measures."

10. Processing of Personal Data

See "Privacy Policy."

11. Unforeseeable Circumstances

Neither party shall be held liable for failure or delay in performing its obligations due to an event of Unforeseeable Circumstances.

Any party affected must notify the other as soon as reasonably possible and take necessary steps to mitigate its effects.

If a Force Majeure event lasts more than 90 days, the other party may terminate the order form in whole or in part.

12. Unforeseeable Circumstances

Under Article 1195 of the French Civil Code, if an unforeseen change makes contract execution excessively difficult for a party that did not accept this risk, it may request renegotiation. During renegotiation, no party is required to continue fulfilling obligations. If negotiations fail, the contract may be terminated without costs.

13. Suspension

We may suspend access to the Services, in whole or in part, with written notice in the following cases: (i) severe breach of the Framework Service Agreement with no possible remedy; (ii) severe breach with a remedy, but not resolved within 30 days; (iii) use of Services harming other clients, our network, or servers; (iv) impact on third-party providers; (v) suspected unauthorized access; (vi) necessity to comply with law or protect service integrity. We will notify you of the suspension reasons unless legally prohibited.

14. Term and Termination

14.1 Agreement Duration. This contract takes effect on the Effective Date and remains valid as long as you have an active subscription or for the duration specified in the Order Form, unless terminated under its terms.

14.2 Termination. See "Termination" (Section 8) in Terms of use.

14.4 Data Recovery. Client data remains available for retrieval for 7 days. After this period, data will be deleted.

14.5 Return of Confidential Information. Upon contract termination and non-renewal, parties must return or destroy Confidential Information unless legally required to retain it.

15. No Free Trials

Resite does not offer any free trials for its subscription-based services. Clients may subscribe to either a monthly or annual plan, but access to any Resite services will only be granted after the first payment has been made in full. No services, including website creation, hosting, or lead generation tools, will be provided before payment is successfully processed. By subscribing to Resite, clients acknowledge and agree to this policy.

16. Limitation of Liability

16.1 Liability. For all claims between the parties related to this Agreement, the following rules apply:

Unlimited Liability. Nothing in this Agreement limits liability for: (i) death or injury caused by negligence; (ii) fraud or misrepresentation; (iii) infringement of Resite's or its Affiliates' intellectual property rights; (iv) non-payment within due dates; or (v) any liability that cannot be excluded by law.

Limitations. Neither party is liable for: (i) loss of profits, revenue, or turnover; (ii) loss of system or network use; (iii) reputational damage; (iv) loss or corruption of data; (v) data or program recovery; or (vi) indirect or consequential losses.

Prevention and Mitigation. The Client must: (i) report any issues promptly; (ii) regularly back up its data; (iii) monitor its systems while using the Services; (iv) respond promptly to Resite's alerts.

17. General Provisions

17.1 Waiver. If a party waives enforcement of a breach of this Agreement, it does not mean that it waives enforcement of future breaches or the exercise of its rights.

17.2 Severability. If any part of this Agreement is deemed invalid, it does not affect the other provisions, which remain in effect.

17.3 Assignment. The Client may not assign this Agreement without Resite's written consent. Each party may assign the Agreement in the case of a merger, acquisition, or asset sale, but the Client must comply with Resite's process.

17.4 Headings. Section headings are for identification purposes only and do not form part of the contract.

17.5 Governing Law and Jurisdiction. This Agreement is governed by the laws of France. Any disputes will be resolved in Paris.

17.6 Modifications. Resite may modify this Agreement. Your continued use of the Services after modifications will be considered acceptance of the changes.

17.7 Survival. Certain sections of this Agreement, such as those related to ownership, warranties, and liabilities, will survive the termination of the contract.

17.8 Electronic Signature. Confirmation of payment on stripe, we will consider as an acceptance of the agreements. This confirmation of payment on stripe holds the same legal value as a handwritten signature.

17.9 Entire Agreement. This Agreement replaces all prior negotiations and agreements and constitutes the entire contract between the parties.