General terms of use of the SaaS services

Compositeur.Studio and Cadence.CI

Preamble
Definitions
Purpose of the services
Subject matter of the agreement
Acceptance of the agreement
Effective date and term
Definition and content of the services
Obligations of Mélodium
1. Provision of the services
2. Access to the services
3. Service level agreement (SLA)
4. Maintenance, development and evolution of the services
5. Data security and location
6. Excluded services
7. Warranty exclusion
8. Third-party services
Client obligations
1. Technical preamble
2. Obligations
3. Prohibited uses
4. Duty to cooperate
Intellectual property and trade secrets
Ownership and use of client data
Price and payment terms
1. Price
2. Payment
3. Price revision
4. Late payment
Confidentiality
Processing of personal data
1. Definition and shared obligation
2. Mélodium acting as data controller
3. Mélodium acting as data processor
Subcontracting and assignment of the agreement
1. Subcontracting
2. Assignment of the agreement
Early termination
1. Early termination by Mélodium
2. Early termination by the client
Return of data and reversibility
Liability
1. Liability of Mélodium
2. Warranty against eviction
3. Liability of the client
Force majeure
Insurance
No right of withdrawal
Miscellaneous provisions
1. Communications
2. Revision of the agreement
3. Independence of the parties
4. Entire agreement
5. Severability and survival of clauses
6. Tolerance
7. Reference
8. Evidentiary agreement
9. Governing law and jurisdiction

0. Preamble

Mélodium (https://melodium.tech/ ), a French simplified joint-stock company (société par actions simplifiée), registered with the Nantes Trade and Companies Register under number 952 331 072, with its registered office at 2 rue Crucy, 44000 Nantes, France (“Mélodium”), is the publisher and distributor of the Compositeur.Studio software and of the Cadence.CI platform.

Compositeur.Studio is an experimental integrated development environment (IDE) for editing, developing, publishing, and monitoring the execution of programs written in the Mélodium language. The Compositeur.Studio software can be downloaded from the dedicated website at https://compositeur.studio/ .

Alongside the Compositeur.Studio software, Mélodium provides and markets, under the Cadence.CI brand (https://cadence.ci/ ), an online environment and application features intended to enable the execution of continuous integration and continuous deployment (CI/CD) procedures for software applications, hereinafter the “Services”.

The Client has requested to use the Compositeur.Studio software and/or the Cadence.CI Services offered by Mélodium in the course of its professional activity.

The purpose of these General Terms of Use is to set out the terms and conditions under which Mélodium undertakes to provide the Client with the Compositeur.Studio software and/or the Cadence.CI Services referred to in the Agreement.

1. Definitions

“API” means the technical interface, embedded in the Compositeur.Studio software or accessible via a Cadence.CI user account, through which the Client and Users can use the Services;
“Order Form” or “Online Order” means the document or medium formalizing the Client’s subscription to the Services, indicating the price of the Services, detailing the list of the Services’ main features, and referring to these General Terms of Use of the SaaS Services; the Online Order may result from an online request to create a Client Account and the acceptance of these General Terms of Use of the SaaS Services by confirming the creation of that account via the link received at the email address provided by the Client/User; the terms “Order Form” and “Online Order” are used interchangeably; the “Order Form” or “Online Order” form an integral part of this Agreement;
“Cadence.CI” means the brand and trade name under which Mélodium publishes, provides, and markets the Services, accessible at https://cadence.ci/ ;
“Client” means the legal entity or natural person, co-contracting party of Mélodium, acting in the course of its professional, commercial, industrial, artisanal, or liberal activity; the Client is the administrator of the Services for its User(s);
“Compositeur.Studio” means the experimental integrated development environment (IDE) software published and distributed by Mélodium, enabling the editing, development, publishing, and execution monitoring of programs written in the Mélodium language, accessible at https://compositeur.studio/ ;
“Client Account” means the dedicated space within the Services, gathering the Client’s information related to the Use of the Services and enabling the Client to interact with the Services and with Mélodium;
“Agreement” means the contractual set consisting of the Order Form or the Online Order and these General Terms of Use of the SaaS Services;
“Effective Date” means the effective date of the Agreement as indicated in the Order Form;
“Documentation” means all written documents detailing the specifications and features of the Services, and explaining how the Services work and how to use them, whether in the form of user documentation provided by Mélodium to the Client or in the form of online help;
“Client Data” means all data, information, computer files, systems, and applications owned and/or managed by the Client that it enters, provides, transmits, collects, stores, and/or processes in connection with the use of the Services and/or the performance of the Agreement;
“Personal Data” means all Client Data of a personal nature, within the meaning of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (GDPR), which the Client processes in connection with the use of the Services and/or the performance of the Agreement;
“Mélodium” means the company providing and marketing the Services; a simplified joint-stock company, registered with the Nantes Trade and Companies Register under number 952 331 072, with its registered office at 2 rue Crucy, 44000 Nantes, France; a company whose website is accessible at https://melodium.tech/ ;
“Updates” means all new versions, modifications, upgrades, or updates to the Services decided by Mélodium; Updates may include fixes for any vulnerabilities, anomalies, or defects of the Services relative to the Documentation;
“Party/Parties” means Mélodium and/or the Client;
“User Workstation(s)” means the Client’s computer hardware and devices enabling it to use the Services;
“Services” or “SaaS Services” means, under the Cadence.CI commercial brand, the online environment and application features together with the Updates; the features of the Services are listed in the Order Form and/or the Online Order; the Services are described in the Documentation; the Services are experimental in nature and strictly intended for skilled and competent Users in the IT field, acting in the course of professional use;
“Third-Party Services” means all online application features authored, published, provided, and/or distributed by a third party, which Mélodium relies on to provide the Services, for which Mélodium holds rights of use or distribution, and which are made available to the Client in connection with the performance of the Services;
“Additional Services” means all services and services in addition to the Services, where applicable offered by Mélodium and subscribed to by the Client under specific particular terms;
“User” means any natural person authorized by the Client to use the Services or any person using the Services under the Client’s responsibility; Users are technically administered by the Client; every User accepts the provisions of the Agreement;
“Use” means any way of accessing the Services, making use of the Services, using, implementing, or exploiting the Services’ features; “to Use” means the actions of accessing the Services, making use of the Services, using, implementing, or exploiting the Services’ features.

2. Purpose of the services

The Services, marketed under the Cadence.CI brand, are online application features intended to enable the execution of continuous integration and continuous deployment (CI/CD) procedures for software applications, on one or more platforms, in accordance with the technical configuration provided by the Client.

The Services are embodied in:

An online service API;
A task execution system.

The Services are not hosting services. The Services are not intended to host Client Data, data, code, software, or applications.

THE SERVICES ARE NOT INTENDED TO BE USED FOR RUNNING SOFTWARE IN PRODUCTION.

The Services are experimental in nature and are intended for skilled and competent Users with solid software development knowledge, able to understand the specifications and features of the Services as described in the Documentation, and aware of the capabilities and conditions of Use of the Services.

Before any Use of the Services, it is the Client’s responsibility to determine whether the specifications and features of the Services as described in the Documentation meet its needs and the objectives pursued.

Before any Use of the Services, it is the Client’s responsibility to verify that it, and its Users, have the qualifications and skills necessary to Use the Services, in particular in order to obtain the expected results.

It is the Client’s responsibility to verify the conformity of the Services with the Documentation.

Prior to accepting the Agreement, the Client may request any additional information from Mélodium and/or request that Mélodium provide a demonstration of the Services. Failing that, the Client acknowledges having been sufficiently informed.

3. Subject matter of the agreement

This Agreement sets out the terms under which Mélodium, subject to payment in full of the price set out in the Order Form, provides the Client with the Services.

The services defined below set the limit of Mélodium’s obligations under this Agreement.

The provision of any Additional Services shall be the subject of a separate order form or a separate agreement.

4. Acceptance of the agreement

The Agreement is accepted without reservation by the Client upon signature of the Order Form and/or upon completion of the Online Order referring to these General Terms of Use of the SaaS Services and constituting acceptance of the entire Agreement.

Any amendment to these General Terms of Use of the SaaS Services shall be the subject of specific terms duly accepted and signed by the Parties.

For the purposes of remote acceptance of the Agreement, the Client acknowledges and accepts that copies bearing the signature of one of its representatives, employees, or agents may be validly relied upon against it by Mélodium.

Pursuant to Articles 1366 and 1367 of the French Civil Code, the Parties expressly agree that the Agreement may be validly entered into by any electronic signature process (such as Docusign or any other similar electronic signature process) and then kept exclusively in electronic form. The Agreement will be kept under conditions guaranteeing its integrity, and each Party and signatory will be able to access it. Acceptance of the Agreement by electronic means has, between the Parties, the same evidentiary value as agreement on paper.

5. Effective date and term

The Agreement takes effect on the Effective Date as determined on the signature page of the Order Form.

Unless otherwise specifically provided in the Order Form, the Agreement is entered into for an initial subscription term of twelve (12) months, from the Effective Date.

Unless terminated early by either Party in accordance with the provisions of the “Early termination” article, the Agreement will then be automatically renewed for successive identical periods of twelve (12) months’ subscription.

Any increase in the number of the Client’s Users or activation of Additional Services during the performance of the Agreement will not change the term of the Agreement, nor the renewal date of the Agreement. The price relating to the additional Users or the price of the Additional Services will be invoiced by Mélodium to the Client pro rata temporis for the remainder of the current subscription period as of the date of the corresponding order form, in accordance with the provisions of the “Payment” article.

6. Definition and content of the services

The features and characteristics of the Services are listed and described in the Order Form and the Documentation.

Throughout the term of the Agreement, Mélodium makes available to the Client an API and a Client Account enabling it to directly configure and manage the Services. The Client is the sole administrator of the Use of the Services.

At the Client’s request, Mélodium may provide the Client with Additional Services. These Additional Services will be the subject of a separate order form or a separate agreement.

7. Obligations of Mélodium

Mélodium undertakes to provide the Services in accordance with best practice and the state of the art.

Mélodium undertakes to exercise all necessary care and diligence in providing quality Services, in accordance with the characteristics, terms, and service levels set out in the Agreement.

Due to the experimental nature and high technicality of the Services, Mélodium is bound only by a best-efforts obligation.

7.1. Provision of the services

In consideration for payment of the price, Mélodium undertakes to open access to the Services for the Client by providing it with unique authentication credentials per User, enabling the Client to benefit from the Services covered by this Agreement.

Its authentication credentials will be provided to the Client within the timeframe specified in the Order Form.

The provision of the Services will be deemed complete once Mélodium has provided the Client with the authentication credentials enabling it to access the Services.

Mélodium undertakes to provide the Client with the Services in the most recent version available on the date the Agreement is entered into. The version of the Services provided is specified in the Order Form.

Mélodium undertakes to provide the Client with the Services together with the Documentation.

7.2. Access to the services

In consideration for payment of the price, Mélodium grants the Client a non-exclusive, non-transferable right of access to the Services, which may not be assigned or sublicensed.

The right of access to the Services is granted by Mélodium to the Client exclusively for its own needs, in the course of its professional activity.

The right of access to the Services granted by Mélodium to the Client is limited to the number of Users identified by the Client (Users holding personal authentication credentials), as specified in the Order Form and/or the Online Order.

During the performance of the Agreement, the Client may increase the number of its Users, via its Client Account, via the API, via the Services’ features, via a new Order Form, or a new Online Order.

7.3. Service level agreement (SLA)

Mélodium undertakes to implement all necessary means to ensure continuity of access to the Services.

Mélodium guarantees an average availability rate of the Services of ninety-five percent (95%) per year throughout the term of the Agreement.

Periods of unavailability of the Services are not counted as such where they do not result from a cause attributable to Mélodium, in particular because they result from any interruptions in the operation of all or part of the Internet network, maintenance of the Services or Third-Party Services, an update of the Services or Third-Party Services, urgent action relating to network security, or a case of force majeure.

The annual availability rate results from the calculation of the total number of minutes in the year in question, less the number of consecutive minutes of unavailability in the year in question, the whole divided by the total number of minutes in the year in question.

If the availability rate of the Services proves, for a given year, to be lower than 95%, Mélodium will owe the Client a penalty calculated by applying to the pricing for the year in question a penalty rate determined as follows:

Availability rate (A)	Penalty rate
90.0% < A < 95%	5%
80.0% < A < 90%	10%
70.0% < A < 80%	15%
60.0% < A < 70.0%	20%
50.0% < A < 60.0%	40%
A < 50%	50%

The right to penalties is subject to the condition that the Client has Mélodium record the unavailability of the Services by notifying Mélodium of one or more unavailability incidents, as soon as the Services become unavailable, at Mélodium’s contact address, and provided that the Client cooperates with Mélodium in restoring the Services as part of the handling of the unavailability incident(s). It is the Client’s responsibility to document proof of the unavailability incident(s) and the periods of unavailability.

Mélodium’s availability commitment does not in any way cover the availability of Client Data, or of the computer hardware and devices used to use the Services, or of the software packages and programs used in connection with the Services, by the Client.

The penalties payable by Mélodium constitute, for the Client, a lump-sum compensation for all damages resulting from Mélodium’s failure to meet the service commitments in question. It is understood that the Client accordingly waives any other claim, complaint, and/or action in this respect.

Amounts owed under the penalties are refunded to the Client, or where applicable deducted from the Client’s next invoice, no later than thirty (30) days following receipt by Mélodium of the Client’s compensation request. The compensation request may not be made by the Client more than three (3) months after the closure of the unavailability incident(s) of the Services.

7.4. Maintenance, development and evolution of the services

Mélodium is responsible for the corrective and evolutive maintenance of the Services.

Mélodium remains free to determine its development and industrialization policy, in particular based on technological developments.

The Client expressly acknowledges that Mélodium may freely design, organize, and size the Services, modify and evolve them, and deploy Updates to the Services, without the Client’s prior written agreement, provided that Mélodium honors its commitments under the Agreement.

Any modification of the Services by Mélodium that would change the content of the Services as provided for in the Agreement must be notified by Mélodium to the Client, subject to a one (1) month notice period. At the end of the one (1) month notice period following Mélodium’s notification of the modification, and failing termination by the Client in accordance with the provisions of the “Early termination” article, the modification of the Services will be deemed accepted by the Client.

Notwithstanding the foregoing, the Client expressly acknowledges that Mélodium may modify the Services or deploy Updates in order to comply with best practice and the state of the art, or with changes in legislation and regulations. Such modifications or Updates made pursuant to legislation or regulations will be notified by Mélodium to the Client within a reasonable time.

7.5. Data security and location

Mélodium and its subcontractors ensure the physical and logical security of the infrastructure and computer equipment enabling access to the Services.

Mélodium and its subcontractors undertake to prevent any access to Client Data by any unauthorized third party, and to prevent physical access to the infrastructure and computer equipment enabling access to the Services by any unauthorized third party, and to keep this infrastructure and computer equipment in premises complying with best practice, in particular in terms of electrical safety and protection against the risks of intrusion, fire, or overheating. The various security elements of the computer equipment are products recognized on the market and are regularly updated with the security patches published by their publishers.

Under no circumstances may the Client physically access the infrastructure and computer equipment enabling access to the Services.

In this respect, the Client declares that it is aware that the infrastructure and computer equipment enabling access to the Services are not reserved for its use and that they are used to provide services of the same nature and purpose as the Services under this Agreement to other Mélodium clients.

Mélodium undertakes to implement best practice designed to prevent unauthorized computer access to the Services or to Client Data. Mélodium notably offers encryption of Client Data in transit. The Client declares that it is aware that this obligation is limited due to the security flaws that any computer network is liable to have even where it fully complies with the state of the art.

7.6. Excluded services

Excluded from the Services are:

Any Additional Services;
Any services relating to the installation or operation of the Client’s computer hardware and devices;
Any services relating to the installation or operation of the Client’s infrastructure (telecommunications, networks, security equipment) enabling the Client to Use the Services;
Any services to verify the Services’ conformity with the Client’s needs;
Any support or technical assistance services to the Client, other than making the Documentation or online help available;
Any services to resolve or correct anomalies or defects caused by errors made by Users in the Use of the Services or in the procedures for accessing the Services.

7.7. Warranty exclusion

MÉLODIUM WARRANTS THE CONFORMITY OF THE SERVICES WITH THE DOCUMENTATION. THE WARRANTY OF CONFORMITY OF THE SERVICES IS EXPRESSLY LIMITED TO ITS CONFORMITY WITH THE DOCUMENTATION.

THE SERVICES ARE EXPERIMENTAL IN NATURE, AND ARE PROVIDED BY MÉLODIUM “AS IS” AND “AS AVAILABLE”. THE SERVICES MAY CONTAIN VULNERABILITIES, ANOMALIES, OR DEFECTS.

MÉLODIUM DOES NOT WARRANT AND CANNOT WARRANT THAT THE SERVICES ARE FREE OF VULNERABILITIES, ANOMALIES, OR DEFECTS. MÉLODIUM DOES NOT WARRANT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS EXPECTED OR OBTAINED FROM USING THE SERVICES. MÉLODIUM DOES NOT WARRANT AND CANNOT WARRANT THAT THE SERVICES ARE SUITED TO THE CLIENT’S OWN NEEDS. MÉLODIUM DOES NOT WARRANT AND CANNOT WARRANT THE QUALITY OF THE SERVICES NOR THEIR SUITABILITY FOR ANY PARTICULAR USE OTHER THAN THAT DESCRIBED IN THE DOCUMENTATION.

SUBJECT TO WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED BY LAW, MÉLODIUM GRANTS NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND WHATSOEVER.

7.8. Third-party services

The Client is expressly informed that Mélodium relies on Third-Party Services to provide the Services. These Third-Party Services are made available to the Client in connection with the performance of the Services.

The Third-Party Services used by Mélodium are as follows:

Datacenter, cloud hosting, and PaaS (Platform as a Service) services provided by Clever Cloud SAS, a simplified joint-stock company registered with the Nantes Trade and Companies Register under number 524 172 699, with its registered office at 4 rue Voltaire, 44000 Nantes, France; general terms of use and other contractual documents available at https://www.clever-cloud.com/fr/conditions-generales-dutilisation/
Datacenter, cloud hosting, and PaaS (Platform as a Service) services provided by Scaleway, a simplified joint-stock company registered with the Paris Trade and Companies Register under number 433 115 904, with its registered office at 8 rue de la Ville l’Évêque, 75008 Paris, France; General Terms of Service and Specific Terms of Service available at https://www.scaleway.com/fr/contrats/
DNS services provided by OVH, a simplified joint-stock company registered with the Lille Métropole Trade and Companies Register under number 424 761 419, with its registered office at 2 rue Kellermann, 59100 Roubaix, France; General Terms of Service available at https://www.ovhcloud.com/fr/terms-and-conditions/contracts/

The Third-Party Services are governed by the general terms of service, general terms of use, or specific terms of use of their provider. These contractual terms are accessible from the addresses mentioned in the preceding paragraph, and are made available to the Client by Mélodium on simple request.

Mélodium warrants that it holds the right to grant or sub-grant a license to use all Third-Party Services accessible via the Services, as of the date the Client subscribes to the Order Form, and holds the Client harmless against any claim from such third parties in this respect. The Client nevertheless acknowledges and accepts that the contractual terms of the Third-Party Services are liable to be amended by their provider at any time, without Mélodium’s liability being able to be sought. It is exclusively the Client’s responsibility to verify that the contractual terms of the Third-Party Services are suited to its needs and to its digital environment.

The contractual terms of the Third-Party Services are deemed accepted by the Client upon signature of the Order Form and/or upon completion of the Online Order referring to these General Terms of Use of the SaaS Services.

The Third-Party Services are liable to be protected by law, in particular by the provisions of the French Intellectual Property Code, by the legislation of other countries relating to copyright, as well as by international conventions and treaties on copyright. The Client acknowledges that the Third-Party Services are the exclusive property of their author or provider. Except as expressly provided, the Agreement does not transfer or grant the Client any intellectual property right in the Third-Party Services.

8. Client obligations

8.1. Technical preamble

To use the Services, the Client must have, at its own expense and under its own responsibility, a remote connection (such as the Internet or a private network) to connect to and access the Services, and remains solely responsible for that connection, in particular its availability, reliability, and security.

The Client is informed that the Internet network presents technical hazards and security risks external to the technical means implemented by Mélodium in connection with the Services. Mélodium is not responsible for the failures of Internet service providers or other third-party data transport network operators (notably lack of reliability of connection lines, bandwidth fluctuations, interruptions, etc.), including the consequences of such failures, in particular where they result in unavailability and/or discontinuity of the Services.

The Client confirms that it has all the technical knowledge necessary to use the Services. Use of the Services is carried out under the sole responsibility of the Client.

The Client acknowledges and accepts that the Services are provided “as is” without support or technical assistance services to the Client, other than making the Documentation or online help available.

The Client guarantees compliance with this Agreement by its Users.

8.2. Obligations

The Client undertakes to, and remains solely and fully responsible for:

Paying the price of the Services indicated in the Order Form.
Complying with the contractual terms of the Third-Party Services.
Verifying that the Services are suited to its needs and verifying that the Services are suited (in terms of functionality, compatibility, interoperability, etc.) to its digital environment (computer hardware and devices, software, network connection, etc.).
Ensuring the proper functioning of the computer hardware and devices with which it uses the Services and, more generally, the compliance of the operating system and execution environment of the Services with the specifications of the publisher(s) and manufacturer(s).
Choosing its Internet service provider or the telecommunication means used to access the Services, and bearing the associated costs.
Ensuring the implementation of procedures and security measures designed to protect Client Data, User Workstations, the computer hardware and devices with which the Services are used, the software packages and programs used in connection with the Services, and Users’ authentication credentials, in particular in order to guard against the risks of loss, deterioration, and any viruses and intrusions, whatever the cause.
Ensuring that it has the skills required to use the Services without risk of harming its Client Data, and ensuring the establishment and implementation of security, protection, backup, and recovery procedures for its Client Data. The Client is solely responsible for the operations carried out by means of the Services. Mélodium does not take part in managing Client Data and shall not access Client Data for purposes other than those required for the performance of the Services. In particular, Mélodium does not carry out any control, validation, or update of Client Data.
Taking all necessary measures to back up Client Data in order to guard against the risks of loss, deterioration, and any viruses and intrusions, whatever the cause.
Ensuring the quality, reliability, and security of the electronic transmission of Client Data between the User Workstations and the Client Account, the Services’ API, or the Services, whatever the telecommunication means used (Internet or any other telecommunications networks).
Ensuring the proper use and strict confidentiality of the authentication credentials enabling it to access the Services. The Client in particular ensures that Users are aware of and comply with best practices for preserving the confidentiality of their authentication credentials. The Client is solely responsible for any operation carried out by means of these authentication credentials, even if it turns out that the operation was carried out by a third party. The Client alone bears the consequences that may result from the loss, disclosure, or fraudulent or unlawful use of the authentication credentials provided to Users, and Mélodium’s liability may not be sought in this respect under any circumstances. The Client undertakes to inform Mélodium without delay of any loss or possible disclosure of the authentication credentials, and to immediately change or renew the said credentials. The Client declares that it is aware that Users’ authentication credentials are accessible to Mélodium’s duly authorized administrators, solely for the purposes of performing the Services.
Complying with Mélodium’s technical recommendations, and more generally carrying out the updates necessary to maintain the conformity of the Services, as communicated to it by Mélodium. Mélodium cannot be held liable for defects in the conformity of the Services resulting from the Client’s failure to install updates. Likewise, the Client assumes full responsibility for the maintenance and update operations of the computer hardware and devices on which it uses the Services, and Mélodium’s liability may not be sought in this respect under any circumstances, in particular due to a malfunction of the Services resulting from operations carried out by the Client.
Not attempting to connect to the Services by any means other than the API.
Ensuring the integrity of Client Data, in particular by ensuring the absence of viruses in Client Data. Despite the state-of-the-art security measures that the datacenter operator and Mélodium undertake to implement to prevent the alteration of Client Data and in particular the spread of computer viruses, in whatever form, the Client is responsible for damage caused to its Client Data or its computer system by a virus whose spread is attributable to it, even without its knowledge.
Ensuring that Client Data is lawful and does not infringe applicable regulations or third-party rights. It is expressly agreed that, subject to the Services made available by Mélodium, Mélodium exercises no control over the content of Client Data or the management of Client Data, and shall not access Client Data for purposes other than those required for the performance of the Services. The Client is accordingly solely responsible for Client Data. The Client holds Mélodium harmless against any action by a third party based on harm suffered by that third party due to the content or use of Client Data, in particular where Client Data proves to be infringing, defamatory, or otherwise unlawful, or is used for unlawful purposes, or infringes third-party rights of any kind whatsoever. Mélodium may also interrupt the performance of the Services at any time and without notice if the Client fails to meet the obligations defined above, in particular if it appears that Client Data or its use constitutes a threat to the security of the storage infrastructure, in light of best practice, or if Mélodium is compelled to take such measures notably under French Law No. 2004-575 of 21 June 2004 for confidence in the digital economy. If Mélodium is compelled to take security, backup, and/or reinstallation measures for the Services, or other network equipment, due to the risk created by Client Data, such services may be re-invoiced to the Client (provided that the costs relating to these services were communicated by Mélodium to the Client no later than when Mélodium became aware of the Client’s breach of the above-defined obligations).
Complying with all applicable legislation and regulations regarding import and export controls, notably Council Regulation (EC) No 428/2009 of 5 May 2009 setting up a Community regime for the control of exports, transfer, brokering, and transit of dual-use items, as well as United States regulations, in particular EAR (Export Administration Regulations) and ITAR (International Traffic in Arms Regulations), as the Third-Party Services may contain solutions subject to United States regulations. In this respect, if the Client uses the Services, or authorizes third parties to use the Services, from a geographic area outside the countries where the datacenter infrastructure is located, it is the Client’s responsibility to ensure that this use is not subject to any restriction.

The Client is and remains solely and fully responsible for:

The technical administration of its Users;
Errors made by Users in the Use of the Services or in the procedures for accessing the Services, notably regarding access to the Internet or any other means of communication with the Services;
The accidental destruction of Client Data by the Client or a third party who accessed the Services through no fault of Mélodium;
Any disclosure, destruction, and/or alteration of Client Data following the Client’s failure to comply with (or refusal to apply) Mélodium’s recommendations and/or instructions relating to the performance of the Services;
Client Data entered, provided, transmitted, collected, stored, and/or processed in connection with the Use of the Services;
The nature, content, accuracy, integrity, and legality of Client Data entered, provided, transmitted, collected, stored, and/or processed in connection with the Use of the Services, as well as any direct or indirect consequences that may arise from its exploitation by the Client, or by a third party who had access to that Client Data through no fault of Mélodium;
The results obtained from the Use of the Services, and any direct or indirect consequences that may arise from the Use of the Services;
The conformity of the Use of the Services with applicable legislation and regulations, notably in tax and social security matters.

8.3. Prohibited uses

The Client shall not:

Transfer, assign, or sell the benefit of its right of access to the Services, share its right of access to the Services, rent or sublicense the benefit of its right of access to the Services, distribute the Services, and, more generally, make the Services available to any third party whatsoever, directly or indirectly, in any capacity, in any form, and for any reason whatsoever.
Disclose to any third party whatsoever the authentication credentials provided to it by Mélodium in connection with the performance of the Services.
Use the Services in a manner not compliant with the Documentation, their professional purpose, and the terms set out in the Agreement.
Disrupt the integrity or performance of the Services.
Translate, adapt, or modify the Services.
Carry out reverse-engineering operations on the Services with a view to copying or reproducing any features or graphic elements of the Services.
Carry out reverse-engineering, decompilation, or disassembly operations on the Services.

However, pursuant to Article L122-6-1 IV of the French Intellectual Property Code, the Client is authorized to carry out reproduction or translation operations that are indispensable to obtain the information necessary for interoperability of the Services with other programs necessary for the Client’s activity, subject to compliance with the following cumulative conditions:

The Client has requested in writing from Mélodium the information necessary for interoperability, and that information necessary for interoperability is not available from Mélodium, including through payment for an additional service;
The Client alone is authorized to carry out decompilation operations, to the exclusion of any third party, exclusively for its own needs and strictly limited to achieving the interoperability sought;
The Client shall not disclose the information obtained to third parties in any way whatsoever;
The Client shall not use the information obtained for the development, production, or marketing of a program, product, or service that would be substantially similar to the Services or that would infringe Mélodium’s intellectual property rights.

The Client also shall not:

Carry out reverse-engineering operations on the Services with a view to developing a product or service competing with the Services, with a view to creating programs derived from the Services or works derived from the Services, or Use the Services to create programs with features substantially similar to the features of the Services.
Circumvent the security measures put in place by Mélodium.
Attempt to obtain unauthorized access to the Services, to third-party online Services, or to Additional Services.
Access or attempt to access disabled features of the Services (such as Additional Services available as an option or via a specific license), protected by a security measure or an activation technology; the Client shall not create features substantially similar to disabled features of the Services in order to circumvent the security measures put in place by Mélodium.
Make abusive or fraudulent use of the Services likely, in particular, to jeopardize the stability and security of Mélodium’s systems or of Third-Party Services, or likely to degrade the performance of the Services provided to other clients.
Carry out or attempt to carry out intrusion operations on the Services or on Third-Party Services.
Spread or attempt to spread viruses or any programs intended to cause harm.
Use the Services outside the scope of its professional activity.
Enter, provide, transmit, collect, store, and/or process data of a non-professional nature.
Use the Services in connection with sensitive or high-risk activities, notably facilities related to nuclear activities, activities classified as vital importance, facilities classified for environmental protection, air navigation, the safety of persons, or the storage and/or processing of data classified as defense secrets within the meaning of applicable regulations.
Carry out or attempt to carry out intrusions into third-party computer systems.
Use the Services in violation of applicable legislation and regulations, notably by entering, providing, transmitting, collecting, storing, and/or processing data that is infringing, defamatory, or otherwise unlawful, or that is used for unlawful purposes, or that infringes third-party rights of any kind whatsoever; in particular, unlawful uses are considered to include acts aimed at committing or inciting crimes or offenses, incitement to racial hatred or suicide, glorification of crimes against humanity, incitement to commit or glorification of acts of terrorism, or the distribution or collection of content containing child sexual abuse material.

8.4. Duty to cooperate

The proper performance of the Agreement and the Services requires active, ongoing, and good-faith cooperation from the Client with Mélodium.

The Client undertakes to:

Refrain from any conduct likely to affect and/or hinder the performance of Mélodium’s obligations;
Provide Mélodium, within a reasonable time, with all information and documents useful or necessary for the performance of Mélodium’s obligations;
Ensure that Users have all the technical knowledge necessary to use the Services;
Inform Mélodium of any security flaw or vulnerability in the Services, and to pass on to Mélodium all useful information in its possession;
Inform Mélodium of any error or anomaly observed with respect to the Services’ features as described in the Documentation, to describe to Mélodium as precisely as possible the specific circumstances in which such errors occurred and their severity level, and to assist in resolving them where necessary.

9. Intellectual property and trade secrets

The Services are protected by law, notably by the provisions of the French Intellectual Property Code, by the legislation of other countries relating to copyright, as well as by international conventions and treaties on copyright.

The Client acknowledges that the Services are the exclusive property of Mélodium, and that Mélodium reserves authorship rights in accordance with the provisions of the French Intellectual Property Code.

The Client acknowledges that the source code, structure, and organization of the Services constitute know-how and intellectual property elements of paramount importance to Mélodium, and are also protected as trade secrets.

Mélodium retains exclusive ownership of the means, elements, documentation, tools, software, inventions, methods, and know-how, and of the intellectual property rights relating to the means, elements, documentation, tools, software, inventions, methods, and know-how, developed or acquired prior to the entry into force of this Agreement and made available to the Client in connection with the Services. Failing that, the means, elements, documentation, tools, software, inventions, methods, and know-how made available to the Client by Mélodium in connection with the use of the Services remain the exclusive property of the third parties who granted Mélodium the right to use them.

Mélodium grants the Client, who accepts, a personal, non-exclusive, and non-transferable right to use the intellectual property rights relating to the means, elements, documentation, tools, software, inventions, methods, and know-how, in connection with the use of the Services. Under no circumstances may the said means, elements, documentation, tools, software, inventions, methods, and know-how be used by the Client outside the scope of the use of the Services. The Client shall not reproduce, in whole or in part, the means, elements, documentation, tools, software, inventions, methods, and know-how of Mélodium or of the third parties who granted Mélodium the right to use them. The Client shall not assign or disclose, directly or indirectly, all or part of the means, elements, documentation, tools, software, inventions, methods, and know-how to a third party, whether free of charge or for consideration.

The Client undertakes not to infringe, directly or indirectly, Mélodium’s intellectual property rights in the Services. The Client undertakes not to disclose in any way whatsoever the source code, structure, and organization of the Services, or any information relating to the Services or to Mélodium’s know-how, that would be protected as a trade secret.

The Client undertakes not to modify or remove the trademarks used by Mélodium in connection with the Services, notably the Cadence.CI mark, and not to modify or remove any notices relating to copyright or ownership of the Services used by Mélodium in connection with the Services.

Except as expressly provided, the Agreement does not transfer or grant the Client any intellectual property right in the Services.

10. Ownership and use of client data

The Client and/or its Users are and remain the owners of Client Data.

The Client remains the sole holder of the intellectual property rights it holds at the time the Agreement is entered into. In particular, the Client and/or its Users remain the sole owners of the rights they may hold in Client Data.

The Client declares that it is the legitimate holder of all rights of use and intellectual property relating to Client Data, including the software and applications operated by the Client in connection with the Use of the Services. The Client remains solely responsible for obtaining all authorizations and rights of use for the Client Data it uses in connection with the Services (data, software, applications, systems, websites, etc.).

Although Mélodium shall not access Client Data as such, the Client authorizes Mélodium to collect, store, use, analyze, or process the Client Data and information obtained in connection with the performance of the Agreement, directly or through its subcontractors, notably for the following purposes:

Performance of the obligations under this Agreement, notably provision of the Services;
Improvements and developments of the Services;
Development of new services or features;
Compliance with Mélodium’s contractual and legal obligations.

Where Client Data is aggregated for the purposes of analysis, Mélodium undertakes to implement appropriate measures so that the results of such analysis do not allow the Client or its Users to be identified. The Parties agree that Mélodium holds the intellectual property rights that may exist in such analyses and their results.

11. Price and payment terms

11.1. Price

The price of the Services is indicated in the Order Form.

Unless specific pricing is provided, the price of the Services includes the price of the Third-Party Services.

All prices are set in euros, exclusive of VAT and other taxes, duties, or charges payable by the Client under the regulations in force at the date of Mélodium’s invoice, which remain exclusively the Client’s responsibility.

11.2. Payment

The price of the Services is payable annually and in advance.

As the Agreement is entered into for an initial subscription term of twelve (12) months, and is automatically renewed for successive identical periods of twelve (12) months’ subscription, any twelve (12) month subscription period that has begun is due in full.

Where applicable, in the event of an increase in the number of the Client’s Users or activation of Additional Services, the corresponding price will be calculated, payable in advance, pro rata temporis for the current subscription period as of the date of the corresponding order form, i.e. pro rata to the number of days remaining in the current subscription period.

Price calculation example: If the Effective Date is set at 1 June of a given year n, the twelve (12) month subscription period runs until 31 May of year n+1, and the Client must pay the price of the Services between 1 June of year n and 31 May of year n+1. If Additional Services are ordered during the subscription, for example on 1 December of year n, the twelve (12) month subscription period remains unchanged and still runs until 31 May of year n+1. In that case, the Client must pay the price of the Additional Services between 1 December of year n and 31 May of year n+1 (i.e. for the remaining subscription period as of the date the Additional Services are subscribed to).

At any time, Mélodium may ask the Client to enter, from its Client Account, via the API, or by any other appropriate means, a valid payment method and/or to provide information useful for verifying the Client’s ability to pay or its identity. Access to the Services may then be suspended until the requested information is received and processed.

11.3. Price revision

Mélodium may change the price of the Services on each anniversary of the Effective Date, subject to notifying the Client of the new price with a one (1) month notice period. At the end of that one (1) month notice period, and failing termination by the Client in accordance with the provisions of the “Early termination” article, the new price of the Services will be deemed accepted by the Client.

Furthermore, in the event of an increase in the prices charged by Mélodium’s subcontractors or suppliers identified in this Agreement, if that increase could not be foreseen at the date of the Order Form, and if that increase exceeds ten percent (10%) and thereby creates a significant imbalance affecting the balance of the Agreement, Mélodium reserves the right to pass on that increase to the price of the Services in the same proportion as that applied by its subcontractors or suppliers. In that case, the Client will have the option to request termination of the Agreement in accordance with the provisions of the “Early termination” article.

11.4. Late payment

Any late payment by the Client of more than fifteen (15) days after an invoice’s due date constitutes a serious breach of the Client’s obligations, entitling Mélodium to terminate the Agreement in accordance with the provisions of the “Early termination” article.

Regardless of Mélodium’s option to seek termination of the Agreement, in the event of non-payment of all or part of the Price, any unpaid amount will automatically and as of right bear late-payment interest on a daily basis until the date of its payment in full of principal, interest, costs, and ancillary amounts, at a rate equal to five (5) times the statutory interest rate, without any reminder being necessary, and without prejudice to the damages and other cost recoveries that Mélodium reserves the right to seek through legal action. A flat-rate collection cost indemnity of 40 euros will also be charged.

12. Confidentiality

Each Party undertakes, with respect to the confidential information of the other Party that it receives or has access to in connection with the performance of this Agreement, to:

(a) Use such confidential information solely for the purposes of performing the Agreement, (b) Preserve the confidentiality of such information with the same degree of care as it would apply to its own confidential information, and (c) Only give access to such confidential information to those of its staff who need to know it given their role, provided that such recipients are first informed of the confidential nature of the information and are bound by a confidentiality undertaking at least equivalent to this one; each Party shall not disclose the other Party’s confidential information to persons other than those referred to above without the other Party’s prior written consent, and shall be responsible for ensuring that all persons to whom it discloses such information comply with its confidentiality.

The terms of the Agreement and all information exchanged between the Parties, or to which the Parties have access in connection with the performance of the Agreement, are considered confidential information, regardless of its form or nature (notably financial and marketing information, trade secrets, know-how, and information relating to the security and conditions of use of the Services).

For information to be considered confidential, it is not necessary for its confidential nature to be indicated on the document or other medium containing it, or for this to be specified at the time the information is disclosed.

Each Party undertakes to comply with its confidentiality obligation throughout the term of the Agreement and for a period of five (5) years from its termination, whatever the cause.

The confidentiality undertakings defined above do not apply to information which the receiving Party can demonstrate:

(a) Was legitimately already known to the receiving Party without it being obliged to keep it confidential, before the other Party communicated it or gave it access to it, (b) Is in the public domain other than as a result of a breach by the receiving Party (or persons for whom it is responsible) of the confidentiality obligation under this Agreement, (c) Was communicated to the receiving Party by a third party in a legitimate manner and with authorization to disclose it, (d) Results from developments carried out by the receiving Party and/or its staff, independently of the performance of the Agreement, (e) Whose disclosure was authorized by the other Party under the conditions set out in the Agreement.

Notwithstanding the foregoing, each Party reserves the right to disclose information received from the other Party (a) to the extent strictly necessary for the defense of its rights, it being specified that in such a case, the other Party’s confidential information is kept for the legal period necessary for evidentiary purposes, and may only be disclosed to persons bound by professional secrecy who need to know it in connection with the action or proceedings in question, or failing that, bound by a confidentiality agreement, and (b) at the request of a competent administrative or judicial authority, it being specified that in such a case, disclosure will be strictly limited to the request of that authority, and that, subject to any legal provision or contrary order, the receiving Party will inform the other Party of that request.

13. Processing of personal data

13.1. Definition and shared obligation

In connection with the performance of this Agreement, each Party undertakes to comply with the provisions of EU Regulation 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (GDPR) and any applicable regulations on the protection of personal data, and requires the same guarantees from its partners and subcontractors.

In connection with the performance of this Agreement, Mélodium may, depending on the case, be classified as a data controller or as a data processor of personal data, within the meaning of the GDPR.

13.2. Mélodium acting as data controller

Mélodium processes, as data controller, personal data concerning the Client’s representatives, employees, or agents for the purposes of managing this Agreement, in particular the names, first names, and email addresses of Users.

These processing activities are based on the existence of the Agreement between the Parties, enabling Mélodium to provide the Services and ensure the monitoring and management of the business relationship.

This personal data is kept by Mélodium for a maximum period of one (1) year from the termination of the Agreement.

Mélodium undertakes to communicate the Client’s personal data only to authorized staff who are specifically entitled to process personal data in connection with the provision of the Services, such staff being bound by a confidentiality obligation, and, upon request, to the competent judicial and administrative authorities.

This personal data may also be accessible to Mélodium’s subcontractors, who act on its instructions and are required to implement appropriate protective measures for such personal data.

Mélodium undertakes not to transfer such personal data outside the European Union, or to a third country not recognized as ensuring an adequate level of protection for personal data.

The Client and Users have, with respect to personal data concerning them, a right of access, objection on legitimate grounds (subject to exceptions), rectification (in the event of inaccuracy), restriction, erasure, portability, as well as the ability to issue directives to organize the fate of their data (retention, erasure, disclosure to a third party, etc.) in the event of death.

To exercise these rights, the Client and Users may contact Mélodium by email at contact 🌀 melodium.tech, or by post at Mélodium’s registered office address at 2 rue Crucy, 44000 Nantes, France.

In the event of difficulty, the Client and Users may lodge a complaint with the French Data Protection Authority (CNIL), notably on its website www.cnil.fr .

13.3. Mélodium acting as data processor

Client Data is liable to be classified as Personal Data.

In connection with the performance of this Agreement, the Client has the status of data controller of Personal Data and Mélodium has the status of data processor of Personal Data.

13.3.1. Responsibility of the Client as data controller

The Client is solely responsible for the Personal Data it has collected, in view of its nature, type, authenticity, currency, lawfulness, and legality. Personal Data is determined and controlled by the Client, at its sole discretion. The Client must provide Mélodium in writing with any relevant instruction and any information necessary for the processor’s processing activities.

Mélodium is authorized by the Client, as processor acting on its instructions, to process the Client’s Personal Data to the extent necessary for the provision of the Services, for the term of the Agreement.

As data controller, the Client must ensure that the Services have the characteristics and conditions required given the processing of Personal Data and the type of Personal Data to be processed in connection with the Services.

The Client must in particular ensure that the Services have the characteristics and conditions required in terms of security measures for Personal Data. The Client is solely responsible for the compliance of those security measures with the Personal Data processing it implements.

If the processing carried out by the Client is liable to result in a high risk to the rights of the data subjects, notably because the processing concerns sensitive data within the meaning of the GDPR (such as health data), the Client must imperatively notify Mélodium, which reserves the right, in that case, to make additional specific recommendations regarding the Services, notably in terms of security, or even to terminate the Agreement early, at the Client’s fault, if Mélodium considers the Services incompatible with the obligations arising from the GDPR.

In any event, the Client is solely responsible for implementing the appropriate technical and organizational measures to ensure the security of the resources, systems, applications, and operations that do not fall within Mélodium’s scope of responsibility under this Agreement.

The Client is solely responsible for informing the data subjects of their rights and for complying with those rights, including the rights of access, rectification, erasure, restriction, or portability.

13.3.2. Obligations of Mélodium as data processor

Mélodium undertakes to:

Process the Client’s Personal Data only to the extent necessary for the provision of the Services as defined in the Agreement;
Not access or use Personal Data for purposes other than those necessary for the performance of the Services (in particular in connection with opening access to the Services to Users);
Implement technical and organizational measures in line with the state of the art, in order to ensure the security of Personal Data in connection with the provision of the Services;
Not transfer any Client Data or Personal Data outside the European Union or a third country recognized as ensuring an adequate level of protection for personal data;
Not subcontract its specific obligations relating to the protection of Personal Data to subcontractors other than the providers of the Third-Party Services;
Provide the Client with all information concerning the security measures implemented by Mélodium in connection with the provision of the Services;
Ensure that its staff and employees authorized to process Personal Data in connection with the provision of the Services are bound by a confidentiality obligation;
Inform the Client if, in its opinion and given the information available to Mélodium, one of the Client’s instructions infringes the GDPR or other regulatory provisions on the protection of personal data;
Inform the Client, where not prohibited by applicable regulations, in the event of a request from judicial, administrative, or other authorities seeking disclosure of Personal Data;
Provide reasonable assistance to the Client in responding to requests from data subjects regarding the processing of their personal data, it being specified that the Client remains solely responsible for responding to such requests; where Mélodium’s involvement would require the commitment of significant resources on its part, this assistance may be invoiced to the Client (provided that the costs relating to this assistance were communicated by Mélodium to the Client at the time Mélodium was contacted by the Client);
Inform the Client as soon as possible if Mélodium becomes aware of an incident affecting Personal Data (unauthorized access, loss, disclosure, or alteration of data); in that case, Mélodium will describe the nature of the incident, its likely consequences, and the measures taken or proposed in response to the incident;
Delete, upon termination of the Agreement, all Personal Data under the conditions set out in the Agreement; the Client remains solely responsible for ensuring that the operations necessary (such as backup, transfer to a third-party solution, etc.) for retaining Personal Data are carried out before the effective and irreversible deletion of Client Data, under the conditions set out in the Agreement.

For any questions concerning Personal Data, the Client may contact Mélodium by email at contact 🌀 melodium.tech, or by post at Mélodium’s registered office address at 2 rue Crucy, 44000 Nantes, France.

14. Subcontracting and assignment of the agreement

14.1. Subcontracting

The Client acknowledges that it is fully informed that Mélodium relies on Third-Party Services to provide the Services, and that these Third-Party Services are made available to the Client in connection with the performance of the Services.

Mélodium is expressly authorized by the Client to subcontract the performance of the Third-Party Services, and more generally the performance of certain of the services provided for in this Agreement.

Subcontracting of all of the services provided for in this Agreement is not authorized.

In any event, Mélodium will remain the Client’s sole point of contact and will remain solely responsible to the Client for the proper performance of this Agreement.

The authorized subcontracting of certain of Mélodium’s obligations will not create any contractual relationship whatsoever between the Client and the subcontractor(s). In particular, it is specified that all payments relating to the performance of the Agreement must be paid to Mélodium, which is then responsible for paying or settling with the subcontractor(s).

14.2. Assignment of the agreement

Mélodium may freely assign all or part of this Agreement to its affiliated companies, namely companies controlled by Mélodium, companies that control Mélodium, or companies under common control with the same entity. In that case, Mélodium will notify the Client in writing as soon as possible, and will guarantee compliance with the Agreement by the assignee company.

Mélodium may also freely assign all or part of this Agreement to third parties. In that case, the proposed assignment must be notified by Mélodium to the Client, subject to a one (1) month notice period. At the end of the one (1) month notice period following Mélodium’s notification, and failing termination by the Client in accordance with the provisions of the “Early termination” article, the assignment of the Agreement will be deemed accepted by the Client. In that case, Mélodium will be released from its obligations under the Agreement and may not be held jointly liable for the performance of the Agreement by the assignee.

Under no circumstances is the Client authorized to assign this Agreement, even partially, except with Mélodium’s prior written consent.

15. Early termination

15.1. Early termination by Mélodium

In the event of the Client’s failure to comply with any of its obligations, notably in the event of non-payment of the price of the Services, Mélodium will have the option, at its discretion and subject to a notice period of fifteen (15) business days from receipt by the Client of a registered letter with acknowledgment of receipt, either to suspend the provision of the Services without the Client being able to hold this interruption against it, whatever damaging consequences may result, or to terminate the Agreement as of right. In that case, the Agreement will be deemed terminated upon expiry of that fifteen (15) business day period, unless the Client has performed or remedied its failure in the meantime.

Without prejudice to the award of damages, the Client remains liable to pay the price of the Services in accordance with the rates indicated in the Order Form until the effective date of termination of the Agreement.

15.2. Early termination by the client

Regardless of the penalty regime applicable in the event of unavailability of the Services, in the event of Mélodium’s failure to meet its obligation to provide Services compliant with the Documentation, the Client may terminate the Agreement if, after giving Mélodium formal notice by registered letter with acknowledgment of receipt to perform its obligation, Mélodium has not done so without unjustified delay or within fifteen (15) business days of receipt of that formal notice. In that case, the Agreement will be deemed terminated upon expiry of that fifteen (15) business day period, unless Mélodium has performed in the meantime.

The Client may also terminate the Agreement, by registered letter with acknowledgment of receipt, or by requesting deletion of its account via its Client Account, in the event of modification of the Services by Mélodium (under the “Maintenance, development and evolution of the Services” article), in the event of revision of the price of the Services by Mélodium (under the “Price revision” article), in the event of assignment of the Agreement to a third party (under the “Assignment of the Agreement” article), or in the event of revision of the General Terms of Use of the SaaS Services (under the “Revision of the Agreement” article). In that case, the Agreement will be deemed terminated on the date of receipt of that letter or of the account deletion request from the Client Account, and, from that date, the Client will no longer owe the price of the Services.

16. Return of data and reversibility

Access to the Services is cut off on the date the Agreement ends, whatever the cause.

Although the Services are not intended to host Client Data, the Client must therefore, before the date the Agreement ends, retrieve its Client Data remotely by itself using the Services via the API or from its Client Account. The Client shall carry out, under its sole responsibility, any operation (such as backup or transfer to a third-party solution) necessary to preserve its Client Data.

After a period of fifteen (15) calendar days from the date the Agreement ends, Mélodium will delete all Client Data that remains stored or hosted within the Services, without the Client being able to hold this against it or claim any prejudice whatsoever. The complete deletion of Client Data is irreversible. Mélodium retains no copy of Client Data, except where required by law or regulation, or by agreement otherwise between the Parties.

17. Liability

The Client and Mélodium each declare and warrant that they have all the authorizations, skills, and knowledge (notably technical) enabling them, respectively, to use and to provide the Services in accordance with the terms set out in the Agreement.

17.1. Liability of Mélodium

Mélodium undertakes to provide the Services in accordance with best practice and the state of the art.

However, due to the experimental nature and high technicality of the Services, given, on the one hand, the limitations of the Internet network, notably in terms of availability and response times, and given the Client’s active role in the performance of the Services, it is expressly agreed that Mélodium is bound only by a best-efforts obligation.

Mélodium’s liability may not under any circumstances be sought in the event of a lack of conformity of the Services claimed by the Client, attributable to the incompatibility or unsuitability between the Services and the Client’s digital environment, provided that the Client was specifically informed by Mélodium of the technical compatibility requirements of the Services in the Order Form.

Mélodium’s liability may not under any circumstances be sought in the event of a lack of conformity of the Services claimed by the Client, provided that the Client was specifically informed by Mélodium of particular characteristics of the Services, to which the Client expressly consented with full knowledge, after having been alerted by Mélodium to the potential consequences of those characteristics.

THE PARTIES AGREE THAT MÉLODIUM’S LIABILITY MAY ONLY BE SOUGHT IN THE EVENT OF GROSS OR WILLFUL MISCONDUCT.

MÉLODIUM’S LIABILITY IS LIMITED TO DIRECT DAMAGES ONLY, TO THE EXCLUSION OF ALL INDIRECT DAMAGES AND, IN PARTICULAR, ANY LOSS OF REVENUE, PROFITS, OPERATING LOSS, LOSS OF CUSTOMERS, ECONOMIC OR COMMERCIAL PREJUDICE, CONSEQUENCES OF THIRD-PARTY CLAIMS, OR HARM TO REPUTATION OR BRAND IMAGE.

MÉLODIUM’S LIABILITY MAY FURTHERMORE NOT BE ENGAGED IN THE EVENT OF:

COMPUTER HACKING, DISTRIBUTION OF COMPUTER VIRUSES, INSTALLATION OF RANSOMWARE OR OTHER MALICIOUS SOFTWARE TARGETING THE CLIENT’S EQUIPMENT, ENVIRONMENTS, SOFTWARE, AND OTHER DATA AND/OR ARISING FROM ANY ACT OR OMISSION ATTRIBUTABLE TO THE CLIENT, WHICH IS RESPONSIBLE FOR THEIR PROTECTION AND SECURITY;
MISAPPROPRIATION OF CREDENTIALS AND, MORE GENERALLY, OF ANY INFORMATION SENSITIVE TO THE CLIENT WHICH IS, FOR EXAMPLE, USED FRAUDULENTLY BY A THIRD PARTY;
LOSS, DELETION, ALTERATION, CORRUPTION, OR MODIFICATION OF CLIENT DATA, IT BEING EXPRESSLY RECALLED THAT THE CLIENT IS SOLELY RESPONSIBLE FOR GUARDING AGAINST SUCH RISKS AND THAT MÉLODIUM DOES NOT PERFORM ANY BACKUP OF CLIENT DATA IN CONNECTION WITH THE SERVICES;
DAMAGE RESULTING FROM THE CLIENT’S FAILURE TO COMPLY WITH ITS OBLIGATIONS TOWARD MÉLODIUM;
DAMAGE RESULTING FROM AN ACT OR OMISSION OF A THIRD PARTY BEYOND MÉLODIUM’S REASONABLE CONTROL;
MISUSE OR NON-COMPLIANT USE OF THE SERVICES BY THE CLIENT;
UNSUITABILITY OF THE SERVICES TO THE CLIENT’S NEEDS (NOTABLY GIVEN THE NATURE OF THE SERVICES AND OF THE CLIENT DATA);
THE CLIENT’S FAILURE TO COMPLY WITH THE SERVICES’ TECHNICAL SPECIFICATIONS;
SUSPENSION OF THE SERVICES IN THE CASES PROVIDED FOR IN THE AGREEMENT;
TERMINATION OF THE SERVICES DUE TO A BREACH BY THE CLIENT OF ITS CONTRACTUAL OBLIGATIONS.

Regardless of the provisions of the “Early termination” article, the sole remedy to which the Client may be entitled in the event of Mélodium’s failure to perform a contractual obligation consists of the effective provision of the service concerned or, in the event of failure to meet the guaranteed availability level, payment of the penalties provided for in the “Service Level Agreement (SLA)” article.

In all cases, should Mélodium’s liability nevertheless be established, the amount of damages that may be charged to it may not exceed, for all prejudice combined, the amount of sums actually received by Mélodium under this Agreement during the year in which its liability was invoked.

The Client acknowledges that the price of the Agreement reflects the economic balance intended by the Parties, and that the Agreement would not have been entered into on these terms without the limitations of Mélodium’s liability set out herein. The Client expressly agrees that Mélodium’s limitations of liability continue to apply even in the event of termination of the Agreement.

17.2. Warranty against eviction

Mélodium warrants to the Client that the Services do not infringe third-party rights and holds the Client harmless against any third-party infringement action resulting from the Client’s Use of the Services in compliance with the provisions of the Agreement.

Accordingly, Mélodium undertakes to bear all damages to which the Client may be ordered to pay by a final court decision, based exclusively on a finding of acts of infringement of third-party copyright relating to the Services.

To benefit from this warranty:

The Client must inform Mélodium, in writing and without delay, of the commencement of any infringement action, and
Mélodium must be able to conduct its own defense and that of the Client, to settle, or to resolve the dispute amicably, and
The Client must cooperate closely with Mélodium to enable the defense, settlement, or amicable resolution of the dispute.

In no other case will Mélodium be liable for any damages, compensation, or reparation whatsoever, and for any reason whatsoever, resulting from or relating in any way to the Use of the Services or the impossibility of Using the Services.

In the event that, following such a final court decision, the Client were to be deprived of the right to use the Services, Mélodium will endeavor to:

Modify the infringing element of the Services to end the infringement; or
Replace the infringing element of the Services with an element having similar characteristics, features, and performance; or
Obtain the right for the Client to continue using the Services in accordance with this Agreement.

If, despite its efforts, Mélodium remains unable to implement one of the measures referred to above within a reasonable time, either Party may terminate the Agreement as of right in accordance with the provisions of the “Early termination” article.

17.3. Liability of the client

The Client warrants that it uses the Services provided by Mélodium in compliance with applicable laws and regulations, notably in tax and social security matters.

The Client assumes all risks and hazards related to its activities and is notably solely responsible for the use of the Services made available to it by Mélodium and for compliance with the provisions of the Agreement. The Client remains notably responsible for (a) the suitability of the Services to its needs and the suitability of the Services (in terms of functionality, compatibility, interoperability, etc.) to its digital environment (computer hardware, software, network connection, etc.), (b) Client Data such as information, data, files, systems, applications, software, websites, and other elements reproduced, hosted, installed, collected, transmitted, distributed, or published, and more generally used and/or exploited in connection with the Services, as well as (c) the management and use of Client Data (notably its control, validation, updating, deletion, backup, as well as any measure designed to guard against the loss and alteration of Client Data), and (d) compliance with applicable laws and regulations.

In connection with its professional activity and for the purposes of accessing the Services, the Client undertakes to take out, with a notoriously solvent organization, civil liability insurance covering all damages that may be attributed to it, and undertakes to maintain such insurance (or any other equivalent insurance) throughout the term of the Agreement. The Client and its insurance company waive any recourse against Mélodium and its insurance company.

The Client holds Mélodium harmless against all consequences resulting from (a) the use or exploitation of unlawful Client Data in connection with the Services, (b) fraudulent use of the Services or use not compliant with applicable laws and regulations, (c) use of the Services in violation of third-party rights, (d) the unsuitability of the Services selected to its needs, and (e) the loss or unauthorized or fraudulent use of the Client’s or Users’ authentication credentials.

More generally, the Client holds Mélodium harmless against any recourse, claim, or legal action by a third party resulting from the Use of the Services in breach of the provisions of the Agreement.

Accordingly, the Client undertakes to reimburse Mélodium for all costs and fees directly incurred, any awards that may be made against it, and to indemnify Mélodium for all prejudice suffered as a result of any disturbance, claim, action, and/or eviction that may result from a breach of the Agreement by the Client or from non-compliant Use of the Services by the Client.

18. Force majeure

Neither Party may be held liable for any failure to perform its contractual obligations if it was prevented from performing its obligation by a force majeure event as defined in Article 1218 of the French Civil Code.

The Parties expressly agree that the following events constitute force majeure events within the meaning of this clause: malfunctions of telecom operators and telecommunications, provided that such malfunctions do not originate from the technical means implemented by Mélodium. Likewise, the following constitute force majeure events within the meaning of this clause: fires, explosions, failures of transmission networks, collapse of facilities, epidemics, earthquakes, floods, power outages, wars, embargoes, laws, injunctions, requests, or requirements of any government, strikes, boycotts, or any other circumstance beyond the reasonable control of the Parties.

In such cases, the Party invoking force majeure will notify the other Party, by registered letter with acknowledgment of receipt, as soon as possible, of the occurrence of such an event and of the necessary extension of the deadlines for performing its obligations.

If the impediment is temporary, performance of the obligation will be suspended until the Party invoking force majeure is no longer prevented by the force majeure event. The Party invoking force majeure must keep the other Party informed and undertakes to do its best to limit the duration of the suspension. If the suspension continues beyond a period of three (3) months, either Party will have the option to terminate the Agreement without compensation by notifying the other Party of its decision by registered letter with acknowledgment of receipt. If the impediment is permanent, the Agreement is terminated as of right and the Parties are released from their obligations under the conditions set out in Articles 1351 and 1351-1 of the French Civil Code.

19. Insurance

Mélodium undertakes to maintain in force professional civil liability insurance covering damages that may arise in connection with the performance of the Agreement.

20. No right of withdrawal

In accordance with the French Consumer Code, the right of withdrawal does not apply to the Services provided by Mélodium, as they are exclusively intended for professional Clients and fall within the scope of their commercial, industrial, artisanal, liberal, or agricultural activity, including where they act in the name of or on behalf of another professional.

21. Miscellaneous provisions

21.1. Communications

Except for specific notifications by registered mail with acknowledgment of receipt, all other communications provided for in the Agreement are deemed to have been validly delivered if sent:

To Mélodium: by email to contact 🌀 melodium.tech
To the Client: by email to the email address provided by the Client upon signature of the Order Form and/or upon completion of the Online Order.

The Parties undertake to acknowledge receipt of all email communications within a reasonable time.

21.2. Revision of the agreement

Mélodium may revise these General Terms of Use of the SaaS Services from time to time. Any revision of the General Terms of Use of the SaaS Services that would change the content of the Services as provided for in the Agreement must be notified by Mélodium to the Client, subject to a one (1) month notice period. At the end of the one (1) month notice period following Mélodium’s notification of the revision, and failing termination by the Client in accordance with the provisions of the “Early termination” article, the revision of the General Terms of Use of the SaaS Services will be deemed accepted by the Client.

21.3. Independence of the parties

Each Party is a legally and financially independent legal entity, acting in its own name and under its sole responsibility. The Agreement does not constitute a partnership, nor a mandate given by one Party to the other. Each Party therefore shall not undertake any commitment in the name of and on behalf of the other Party, for whom it may not under any circumstances substitute itself.

21.4. Entire agreement

The Parties acknowledge that the Agreement constitutes the entire agreement between them relating to its subject matter and supersedes all prior undertakings, whether oral and/or written, made between the Parties relating to the subject matter hereof. The Agreement thus prevails over any other document, including any of the Client’s general purchasing conditions. Unless expressly stated otherwise, this Agreement prevails over all other documents.

21.5. Severability and survival of clauses

If any provision of the Agreement is held, for any reason, to be null and void or of no effect or becomes unenforceable, the other provisions of the Agreement will remain in effect.

21.6. Tolerance

Any tolerance or waiver in the application of all or part of the commitments provided for in the Agreement, whatever their frequency and duration, shall not constitute an amendment to the Agreement, nor create any right whatsoever for the benefit of the Client.

21.7. Reference

The Client authorizes Mélodium to mention its name and to use and/or reproduce its logo and/or trademark on a reference list that it may distribute to its clients and/or prospects in the ordinary course of its business activities.

21.8. Evidentiary agreement

The log files of the Services, notably recording connections via the Client’s and Users’ authentication credentials as well as the date and nature of the operations carried out, and other digital documents retained by Mélodium, constitute, between the Parties, admissible and valid evidence of such connections, of the operations carried out, and of their attribution to the Parties.

21.9. Governing law and jurisdiction

The Agreement is governed by French law.

Any dispute between Mélodium and the Client concerning the interpretation, performance, or termination of this Agreement, which could not be resolved amicably following good-faith negotiation between the Parties, will be submitted to the competent court of Mélodium’s registered office, notwithstanding a plurality of defendants or third-party proceedings.

General Terms of Use of the SaaS Services Compositeur.Studio and Cadence.CI - Version of July 2026