General Subscription License Terms for On-Site Use of Smile’s Standard Software, Elasticsuite (hereinafter referred to as “Smile” or “the Provider”).
Last Update : May 2025 the 28th.
I. INTRODUCTION
1.1 Generalities and scope of application
These general terms and conditions (the “Terms“) define the conditions under which SMILE S.A.S, a simplified joint-stock company with a capital of €814,314.88, located at 163 Quai du Docteur Dervaux, 92665 Asnières sur Seine Cedex, and registered under number
378 615 363 RCS Nanterre (referred to as the “Service Provider” or “SMILE”), provides services in relation to the ELASTICSUITE Enterprise License (the “Services”) as ordered by the client specified in the “Special Conditions” (the “Client”). The Client and the Service Provider are individually referred to as a “Party” and collectively as the “Parties.
1.2 Pre-contractual phase
The Client has made every effort to provide the Service Provider with all necessary information to help them prepare their offer. The Client ensured that the services ordered were suitable for their specific needs, based on the information provided in the documentation they received, as well as any presentations and demonstrations conducted by the Service Provider, along with all discussions that took place during the pre-contractual phase. The Client had the opportunity to ask all relevant questions and request all necessary documentation and information from the Service Provider to make an informed decision about entering into a contract. The Client acknowledges having received and reviewed all relevant contractual documents and understands their content and implications.
1.3 Definitions
The Parties agree to give the following definitions to the terms below:
Software: refers to the ELASTICSUITE solution in its Enterprise version.
Named Users: refers to the users of the Software who are specifically identified by the Client, either by name or through any other clearly identifiable means.
1.4 Contractual documents
The contract (the “Contract”) comprises the following documents, ranked in the order of precedence in the event of any inconsistencies :
- the Special Conditions;
- the General Conditions;
- the Service Provider’s technical and financial proposal;
This Contract sets out the complete agreement between the Parties with respect to the Services and supersedes any prior communications, proposals, or agreements. The Client expressly waives the application of any general terms of its own that are not included in the Contract. By signing the Specific Terms, the Parties accept these General Terms, and together, which together form an indivisible agreement.
2. Subject
2.1 The purpose of this Contract is to provide the Software as described in the specific terms, or in the latest version of the technical and financial proposal, or in the order confirmation, if applicable, which is developed by SMILE. The Contract does not include the provision of the Software’s source code. Additionally, any hardware that may be necessary for using the Software, third-party software, and other software components are also excluded from the Contract. The Client will be solely responsible for purchasing or obtaining licenses for these items.
2.2 SMILE provides the Software, as described in the specific terms, in the order confirmation or in the latest technical and financial proposal, for the Client’s use on their own computer equipment or on an external platform for the duration of the Contract, subject to payment. The price is specified in the Specific Terms.
2.3 SMILE provides a support service, as defined in Article 11 hereof.
The installation, operation, and maintenance of the software are the sole responsibility of the client.
3. Duration
3.1 The Contract will take effect on the earlier of the following two dates: (i) the date the Parties sign the Specific Terms, or (ii) the date of the first meeting or workshop related to the Software.
The contract is established for the duration specified in the Special Conditions and must last for at least 12 months.
At the end of the initial period, the contract will automatically renew for successive periods equal to the initial duration, unless either party decides to terminate it by providing a 90-day notice before the contract’s anniversary date.
3.2 Once the contract is finalized, SMILE will make the Software available to the Client for download (Site Subscription).
3.3 The delivery time will be reasonably extended in the event of a delivery delay due to force majeure or unforeseen difficulties that arise after the contract is signed, for which SMILE is not responsible, provided it can be demonstrated that these difficulties impact the fulfillment of the agreed contractual obligations. SMILE will notify the Client as soon as possible about the start and end of these difficulties. If these issues last more than three (3) months, or if it becomes clear that they will last longer than three (3) months, both the Client and SMILE will have the option to terminate the contract according to the terms outlined in the “Termination” section.
4. Descriptions of products, offer documents, reservation of the right to modify
4.1 Regarding the offer documents, particularly the test programs, illustrations, and quotes, SMILE retains all ownership rights, copyright, and industrial property rights (including the right to register them). If the Client decides not to proceed with the offer, these documents must be returned to SMILE immediately upon request.
4.2 SMILE reserves the right to make technical changes as long as they do not materially affect the usual use of the contract’s subject or the agreed-upon use, and as long as these changes are not unreasonable for the Client.
4.3 SMILE shall not be held liable to provide the Services:
If the cause of the issue is related to the use of software or hardware not provided by SMILE.
b) If these services are required due to an accident, negligence, improper use, an electrical network issue, a transportation incident involving the system, or any other reason that falls outside of normal use of the software.
c) If the system has been modified, maintained, or repaired without the involvement of SMILE or without prior approval from SMILE.
If the client is not using the latest major version of the Software, a period of twelve months will apply, as stated in Article 3.
II. CLAUSES RELATING TO THE USE OF THE ON-SITE SUBSCRIPTION
5. Rights and obligations of the client
5.1 The Client is permitted to use the SMILE software and make copies of it only within the domain names of the specified websites outlined in the Special Conditions. This license allows for an unlimited number of testing environments. Any use outside of these parameters requires a special or separate license, which can be obtained or purchased for specific needs such as testing, backups, or development systems. The Client agrees to use the software in accordance with the stipulated terms and not to make it available to unauthorized users. The source code of the software remains the exclusive property of SMILE and cannot be obtained or used by the Client under any circumstances.
5.2 If the client believes they are permitted to engage in reverse engineering activities under current legislation, they must inform SMILE in writing beforehand. This notification should include detailed information about the method they plan to use, the purpose of the activity, and the legal basis for it. The client must allow SMILE a reasonable amount of time to assess the situation and/or contest it in the appropriate judicial authorities. The client is prohibited from proceeding with any reverse engineering activities until the dispute has been resolved in their favor.
Reverse engineering includes various techniques, such as sniffing, decompilation, disassembly, peeling of semiconductor components, and any other method aimed at deriving source code, though this list is not exhaustive.
In any case, the Client is not allowed to edit, translate, modify, or duplicate the Software, unless it is necessary for its intended use, such as fixing a defect in the Software, and only with prior approval from Smile. In this situation, these rights can only be exercised if, after the Client’s request, SMILE has not provided the necessary information within a reasonable timeframe, if SMILE is delayed in correcting the defect, if SMILE unjustifiably rejects the correction, or if SMILE is unable to fix the defect for reasons beyond our control.
The Client is prohibited from hiring third parties who are direct or indirect competitors of SMILE to carry out the aforementioned measurements, unless they can provide proof that there is no risk of disclosing any activities or trade secrets.
5.3 The use of the software by a third party for subcontracting purposes is only allowed with SMILE’s approval.
5.4 The Client is not allowed to make copies of the Software, in whole or in part, on any other storage device, except for creating a backup copy to ensure continued use of the software, as permitted by applicable law. The Client must label the backup copy as “backup copy.”
5.5 The Client is not allowed to transfer the Software provided to them or any copies of it to third parties. Specifically, the Client is prohibited from selling, renting, sublicensing, displaying, or publicly revealing the Software, unless it is absolutely necessary for the use, operation, and maintenance of the Software as outlined.
5.6 If the client violates these terms, all usage rights granted under the subscription agreement will immediately and completely cease to be effective. In this case, the client must stop using the software right away, delete all installed copies from their computer systems, and either delete or return any backup copies they may have made.
5.7 The client must ensure that they have the necessary system configurations.
Upon request, the client must inform SMILE about the number of copies made, the storage devices used, and any backup copies that have been created.
5.9 Since the software team does not perform any data backups, SMILE recommends that the client back up all data, including external data files (such as databases and configuration data), at least once a day. This should be done appropriately based on the level of risk involved. The backups should be stored in a location that is not accessible for writing by either the software we provided or any other components of the client’s server systems, and it should meet the standard security practices in the industry.
5.10 SMILE’s provision of services is limited to the specific installation site for the software as agreed in the contract. Any changes to the installation site must be communicated to SMILE in writing. The Client will bear any additional costs incurred due to changes in the installation site. If no installation site has been specified in the contract, the Client’s delivery address will be considered the installation site.
5.11 SMILE is required to provide the services outlined in Articles 4 to 6 based on the current version of its software products at the time the service is delivered, as well as the latest major version. SMILE’s obligation to support the latest major version extends for a maximum of 6 months after a newer version is released. After this 6-month period, SMILE may choose not to provide support for the older version, or, at its discretion, may offer support for an additional fee.
5.12 It is the Client’s responsibility to protect against the risks of loss or damage to their files or programs by regularly performing necessary backups, especially before any intervention by SMILE. These backups should be tailored to the Client’s business needs and the criticality of their data. If the Client fails to create backup copies, SMILE’s liability will be limited to the damages that would have occurred if the backups had been made, in accordance with the terms and limits outlined in the LIABILITY section.
6. Financial Conditions
The prices and payment schedules have been properly negotiated and are outlined in the Specific Terms. Any request from the Client for additional assistance, services, or products that are not included in the contract scope will be subject to a quote from the Provider for the Client’s approval. Prices cannot be set unilaterally by either party.
The services will be paid according to the schedule outlined in the Specific Terms.
Invoices are due within the timeframe specified in the Special Conditions, to be paid in full without any discounts. Unless stated otherwise, the payment period is thirty (30) days from the invoice date. Additionally, unless otherwise specified in the Special Conditions, payments should be made in euros.
The prices are fixed for the duration specified in the Special Conditions. If the contract is renewed, SMILE reserves the right to adjust the contract price, with any increase limited to 5% of the amount paid by the Client in the last year of the contract.
Travel, accommodation, and living expenses, as well as any necessary purchases of goods and services for the completion of the services, will be covered directly by the Client or billed separately by the Provider with an additional 15% management fee.
Any payment by offset is not allowed. If payment is not made by the due date, the Client will be required to pay immediate late fees in accordance with current legislation, unless a legitimate dispute is raised by the Client before the due date. Additionally, the Service Provider may suspend the performance of services within seven (7) days after sending a formal notice by registered letter with acknowledgment of receipt, if there is no response, without prejudice to the right to terminate the Contract under the conditions outlined herein.
The Client must notify the Service Provider in writing of any disputes regarding an invoice, along with the reasons for the dispute, before the invoice due date. The Client cannot unilaterally decide to reduce any amounts stated in the invoice.
7. Termination
The Parties agree that neither of them can unilaterally terminate the Contract under any circumstances; only the termination methods specified in the contract are permitted. Therefore, if one Party terminates the Contract, it does not have the same effect as a resolution. The Contract can only be resolved through a judicial decision.
If either party fails to fulfill any of its obligations and does not remedy the situation within thirty (30) days of receiving a registered letter notifying them of the breach, the other party may terminate the contract immediately and by right, in whole or in part, without prejudice to any damages they may claim under the terms and limits outlined in the Liability article.
For the purposes of this agreement, a serious breach that allows SMILE to terminate the contract immediately, without prejudice to damages and without judicial formalities, occurs if the client violates SMILE’s rights by using the Software beyond the agreed scope of the contract and fails to cease such actions within a reasonable time after receiving a request from SMILE. In this case, the client is required to delete the software from all their storage devices, remove all copies of the software, and send SMILE a signed statement confirming that these deletions have been completed.
The Service Provider may also terminate the Contract if the Client is undergoing collective proceedings.
If the Contract is terminated under the circumstances outlined in this article, and unless otherwise agreed upon by the Parties, the Client is still responsible for paying for all Services provided by the Provider up until the effective date of the termination. Additionally, the Client must settle any outstanding invoices owed to the Provider, regardless of the termination taking effect.
8. Maintenance, Warranty
The Client must promptly inform SMILE in writing if they discover any defects in the Software. If this happens, they should provide details about when and under what circumstances the defect occurred.
If the Client does not notify SMILE of any known or obvious defects within eight (8) business days, they will not be entitled to a discount.
The Client will lose the benefit of the warranty if they modify the Software or hire a third party to do so without SMILE’s consent, unless they can prove that these modifications have an impact on identifying and resolving the defect, that the consequences are acceptable to SMILE, and that the modifications did not cause the defect. The Client’s rights regarding defects will not be affected as long as they are entitled to make changes, especially if they are exercising their right to fix defects on their own, provided that these modifications are suitable, appropriate, and properly documented.
SMILE will offer the Client software updates at no additional cost, whether as a major version or a minor update. SMILE can also modify the corresponding technical specifications as needed. Before installing any updates, the Client should ensure that their systems meet the new required configurations.
As much as possible, SMILE will notify and inform the client before installing any necessary updates for the proper functioning of the software. This includes details about the update itself, technical specifications, and the scheduled date for the update. The client is responsible for installing the updates within four weeks of their availability. Additionally, updates for third-party software, including the operating system, may also be required, and SMILE is committed to informing the client accordingly.
In any case, SMILE will not be held responsible for any failure to update, whether intentional or not, on the part of the Client, for any reason whatsoever.
The descriptions found in SMILE’s commercial documentation, on the SMILE website, in test programs, brochures, etc., are not legally binding and do not provide any guarantees regarding the quality or description of any SMILE products or services, unless they are explicitly included in SMILE’s offer.
9. Responsibility
This article outlines how the risk is shared between the Parties. The Parties acknowledge that the agreed price reflects this risk distribution and the resulting limitation of liability.
The Provider’s liability can only be engaged in the event of proven fault by the Provider.
Indirect damages suffered by the Client, including loss of profits or savings, loss of orders, customers, and business operations, as well as any harm to the Client’s reputation, are not eligible for compensation. This applies even if the Service Provider was made aware of the possibility of such damages.
The total amount of damages and any reimbursements that the Service Provider may have to pay to the Client, for any reason, is limited to the total fees received by the Service Provider for the service in question during the 12 months prior to the event that caused the damage.
In the event of data loss related to an on-site subscription contract, SMILE’s liability is limited to the costs incurred for recovering the data using existing backup resources. If the client uses an external cloud provider, SMILE cannot be held responsible for any data loss resulting from that provider. Additionally, if SMILE’s liability is excluded or limited as stated above, the same applies to the personal liability of its administrative staff, factory personnel, legal representatives, and agents.
The client is advised to regularly and thoroughly back up their data and files. It is their responsibility to create and maintain these backups according to best practices. Therefore, the service provider cannot be held liable for any loss of data or files.
The client is made aware that Open Source Software does not come with any inherent guarantees. If desired, the client can reach out directly to the publisher of the Open Source Software to arrange a support contract. Additionally, the service provider may also offer a support contract for certain Open Source Software.
If the Client calls upon the Service Provider for a guarantee in a legal case involving the Client and a third party (excluding the Service Provider’s subcontractors), the Service Provider will be held responsible, and this responsibility will be subject to the terms and limits outlined in this article.
In any case, the Client cannot initiate any action or make a claim related to the execution of the Contract or the liability of the Service Provider more than two years after they became aware, or should have been aware, of the facts that would allow them to take such action or make such a claim.
By mutual agreement, the Parties acknowledge that this article will remain in effect even if the Contract is fully or partially terminated or resolved, regardless of the reason.
11. Assistance services
To take advantage of the support services outlined below, the Client agrees to assist SMILE by providing any relevant information about their IT systems. The Client must also adhere to the guidelines during the support service. Additionally, the Client should implement organizational security measures to prevent data loss, system failures, and other issues that may arise from our support services.
SMILE is committed to providing Named Users with access to its support center to address questions specifically related to the use of the Software and its application within the Client’s data processing systems. However, the support center is not available for general inquiries about data processing systems, networks, or other programs used by the Client. There is no limit on the number of support tickets that can be submitted. The support center’s hours of operation are outlined in the service provider’s technical and financial proposal.
Named User” refers to the users of the Software who are specifically identified by the Client by name or through other acceptable means that allow for clear identification. If a person designated as a Named User: (i) stops working for the Client, (ii) takes an extended leave from the Client, or (iii) is reassigned to a position within the Client that does not involve using the Software, the Client must designate a replacement for the previously identified Named User by explicitly providing the name of the replacement to SMILE.
Assistance services are distinguished into several levels:
11.1 The included support services of level 1 (11.1.1) and level 2 (11.1.2)
11.2 The Additional Assistance Service
described below
11.1 The included assistance services
11.1.1 Included support service: level 1
The first level of support is designed to offer immediate assistance with functional aspects and common usage issues, including:
- Resolving common usage issues: Providing assistance with standard setup and answering questions about the main features of the software.
- First-level incident analysis involves the preliminary identification of issues, gathering information such as logs, screenshots, and reproduction scenarios, in preparation for possible escalation to second-level support.
- User assistance: support in the daily use of the tool.
- Handling simple requests: making minor changes to configuration settings, adjusting indexing or basic relevance settings, as long as the interventions do not require specific development.
This level of support is provided by SMILE unless modified in the special conditions.
11.1.2 Included support service: level 2
Level 2 support comes into play when incidents exceed the analysis and resolution capabilities of Level 1 support. This Level 2 support is provided by SMILE, unless otherwise specified in the Special Conditions.
Level 2 support includes:
- A thorough diagnosis of incidents: a detailed analysis of reported issues, including complex anomalies, without the requirement to provide a solution.
- Advice and optimization: recommendations for performance enhancement, advanced adjustments to relevance algorithms, and integration with third-party tools.
- Correction of software anomalies under the conditions detailed below.
An anomaly occurs when the software, used as agreed upon in the contract, fails to deliver a service described in the product description, produces incorrect results, or experiences uncontrollable and/or repeated outages.
SMILE is committed to responding within the agreed timeframe outlined in the Specific Conditions. This timeframe depends on the type of issue defined below and begins when the Client notifies SMILE of the issue during the support center’s operating hours, which are from 9 AM to 6 PM, Monday to Friday, French time.
The anomalies are classified according to the following error classes: Blocking, major, minor.
The services provided for corrective maintenance include identifying the cause of the issue, diagnosing it, and resolving it with a permanent solution or, if that’s not possible, a temporary workaround. The resolution timelines are outlined in the service provider’s technical and financial proposal or in the specific terms and conditions.
The Client agrees to provide SMILE with the necessary information to address any errors, such as details about the software, operating systems, and hardware being used. The Client understands that in order to fix the error, it may be necessary to share the data model and actual data with SMILE. The Client will grant SMILE direct access to its data processing systems, for which the Client remains responsible. Any costs not mentioned in this section will be the Client’s responsibility and will be billed accordingly.
This article does not cover issues related to incompatibilities or malfunctions caused by customizations made by the client to the software or the technical infrastructure on which it is deployed.
11.2 Additional assistance service
As part of the on-site software subscription, SMILE can offer support services during installation or deployment based on the Client’s needs. The Client can request these services from SMILE on a time-and-materials basis, charged at a daily rate per person, as outlined in the specific financial terms.
In any case, the additional support service does not cover third-party tools used to import or export data in the SMILE software.
Any work carried out on the Client’s site will require prior approval of a quote from the Client.
The Client can request the following services for an additional fee, provided that a written request is submitted.
a) Assistance services outside the hours and periods contractually agreed;
b) Additional support and/or advisory services that go beyond the scope of the services agreed upon and defined in articles 11.1.1 and 11.1.2;
c) Assistance services at the Client’s premises upon request;
d) Assistance services for additional servers;
e) Assistance services involving other contact persons (“Named User”).
III. FINAL STIPULATIONS
12. Right of audit
12.1 SMILE has the right to review the Client’s records and computer systems to ensure compliance with the contract terms. This includes checking whether the Client is using the software according to the licensing conditions, both qualitatively and quantitatively (referred to as an “Audit”). Upon SMILE’s request, the Client must provide information regarding the number of users, the system environment in use, and the version number of the software. The Client is also required to grant access to any necessary documents and records to verify compliance with the contract, as well as to inspect the hardware and software environment related to the software covered by the contract. SMILE may engage third parties to carry out these tasks. SMILE will notify the Client in writing at least ten (10) days before the audit begins. The inspection will take place during the Client’s normal business hours at their premises.
If the number of licenses used exceeds the purchased amount by more than 5%, or if any unauthorized use of the software (such as an unapproved modification or redesign) is discovered during the audit, the client will be responsible for the audit costs. There will be no more than one audit conducted per calendar year, unless SMILE has valid reasons to believe that the software has not been used in accordance with the contract.
13. Confidentiality
13.1 The parties to the contract agree to maintain the confidentiality of all materials received or shared by the other party (such as software, documents, and information) that are legally protected or contain trade or business secrets, even after the contract ends, unless they become public without any breach of confidentiality. The parties will store and secure these materials to ensure that no third party can access them.
The client will provide access to the materials only to their employees and third parties who need it to fulfill their service obligations. The client must instruct these individuals on the importance of keeping the information confidential. Additionally, the client should promptly inform SMILE in writing or electronically about any requests for confidential information from third parties, judicial authorities, or administrative bodies, and SMILE will assist in preventing the disclosure of such information.
13.3 SMILE will handle the client’s data necessary for the business transaction in accordance with personal data protection regulations. SMILE may mention the client’s name and full business name, as well as use their logo in its commercial documents (including the SMILE website) as a client reference.
The confidentiality obligation will remain in effect for five (5) years after the contract ends.
14. Force Majeure
Neither party shall be held responsible to the other if the execution of the contract is delayed or hindered due to a force majeure event. This includes social conflicts, malfunctions or interruptions of the electrical or telecommunications networks, pandemics, or any other circumstances beyond the parties’ control that prevent the normal execution of the contract.
The affected party must promptly inform the other party of a force majeure event using a method they deem appropriate. This notification should be confirmed with a registered letter that includes acknowledgment of receipt, explaining the exceptional circumstances that make it impossible to fulfill their contractual obligations, along with any relevant documentation.
Cases of force majeure that are properly justified will suspend the Parties’ obligations, except for the payment of invoices issued under the Contract.
The parties agree to consult with each other as soon as possible and in good faith to assess the impact of a force majeure event and to explore, to the best of their ability, alternative solutions and appropriate ways to continue.
In any case, the party affected by the force majeure event must make every effort to minimize its duration and impact.
If the event causing the force majeure lasts for more than three (3) months, either Party may terminate the Contract immediately and automatically by sending a registered letter with acknowledgment of receipt, unless there is a specific agreement to the contrary between the Parties.
15. Data processing
Each Party acts as the data controller for the personal data of the other Party’s employees who are identified as business contacts. This is necessary for managing the professional relationship between the Client and their Service Provider.
Each Party may in particular be required to:
As the data controller, we will (i) handle certain personal data necessary for managing our business relationship with the client, either directly or through our subcontractors; (ii) provide the client and relevant individuals with information for marketing purposes and services that may interest them, as well as satisfaction surveys, unless they choose to opt out; and (iii) conduct analyses, including statistical ones, to ensure the quality and operational excellence of our services.
In this context, each Party agrees to always handle and process personal data in accordance with data protection legislation. Each Party will grant individuals all rights related to access, correction, limitation, portability, deletion, and objection for legitimate reasons concerning their personal data. These rights can be exercised by sending an email to the data protection officers at each Party.
16. Search for Amicable Solution
The Parties express their commitment to dialogue and to seeking amicable solutions for any potential disputes that may arise in the execution of the Contract.
In the event of a dispute, each party agrees to appoint two representatives from their company to work towards an amicable resolution (“conciliation process”). These representatives are expected to meet, initiated by the more proactive party, within ten (10) days of receiving a registered letter requesting a conciliation meeting. The agenda for the meeting will be set by the party that initiated the conciliation request.
The conciliation process should not exceed sixty (60) days from the receipt of the registered letter mentioned in the previous paragraph, unless both parties agree to extend this period.
In case of failure of this procedure, each regains its freedom of action.
However, the Parties have agreed that they are not required to follow this procedure before implementing an emergency or precautionary measure, whether through interim proceedings or by application.
17. Governing Law and Jurisdiction
The Contract is governed by French law.
Any dispute that cannot be resolved amicably through conciliation or mediation will fall under the exclusive jurisdiction of the Paris Commercial Court, regardless of the number of defendants or any third-party claims, even in cases of emergency or precautionary measures, interim proceedings, or applications.
18. General Provisions
If any provision of the Contract, or any part of it, is found to be invalid under any applicable law or regulation, it will be considered as if it were not written. However, this will not affect the validity of the Contract as a whole, nor will it invalidate the provision that is only partially affected.
If one Party does not enforce a breach of any obligation by the other Party as outlined in this agreement, it should not be interpreted as a waiver of that obligation in the future.
If the Contract is signed electronically through the DocuSign service, DocuSign will ensure the security and integrity of the digital copies of the Contract. The Parties acknowledge that an electronically signed Contract holds the same legal weight as a paper document, in accordance with Articles 1174 and 1366 of the Civil Code. When using DocuSign’s electronic signature solution to sign the Contract, the Parties agree to accept the General Terms of Use (GTU) and the Specific Terms of Use (STU) applicable to the DocuSign services they access. Each Party agrees not to misuse, abuse, or fraudulently use the electronic signature solution provided by DocuSign, and more generally, to refrain from any activities that violate applicable laws, regulations, ethical codes, or other relevant provisions. Any failure to comply with the GTU or STU of DocuSign’s electronic signature solution will solely be the responsibility of the offending Party.
19. Survival of the Obligations
It is explicitly agreed that the provisions regarding LIABILITY, CONFIDENTIALITY, DISPUTE RESOLUTION, GOVERNING LAW, and JURISDICTION will remain in effect even after the Contract ends, regardless of the reason for its termination.
20. Assignment
The Contract cannot be fully or partially assigned by either Party without the prior written consent of the other Party.
It should be noted that transfers within the Group to which either Party belongs are allowed, as well as other types of reorganizations such as Universal Transfer of Assets (TUP) and Partial Asset Contributions (APA), provided that the other Party is informed.