Terms and Conditions

1.1 'Azuro', 'we', 'us', or 'our' means Azuro Software, its affiliates, subsidiaries, agents, and licensors. 1.2 'User', 'you', or 'your' means the individual or legal entity accessing or using Azuro Software’s services or software. 1.3 'Software' means all computer programs, applications, platforms, APIs, updates, patches, and associated documentation provided by Azuro. 1.4 'Services' means all technical support, maintenance, consulting, hosting, and related services provided by Azuro. 1.5 'Agreement' means this Terms and Conditions document together with any written agreements, order forms, and privacy policy between the User and Azuro.

2.1 By accessing or using our Software or Services, you agree to be bound by this Agreement. If you do not agree, do not use our Software or Services. 2.2 This Agreement applies exclusively; any conflicting or additional terms proposed by the User are expressly rejected unless explicitly agreed upon in writing by Azuro. 2.3 Azuro reserves the right to update these Terms at any time. Continued use after changes implies acceptance of the updated Terms.

3.1 Azuro grants the User a limited, non-exclusive, non-transferable license to use the Software solely for its internal business purposes and under the terms described herein. 3.2 The User shall not, nor permit any third party to: * Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software; * Modify, adapt, translate, or create derivative works based on the Software; * Remove, alter, or obscure any proprietary notices or labels on the Software; * Use the Software beyond the agreed scope or for any unlawful purpose; * Sublicense, assign, or transfer the license without Azuro’s prior written consent.

4.1 Fees are due as set forth in invoices or contracts and must be paid within 30 days of invoice date unless otherwise agreed. 4.2 Any late payment shall incur interest at three times the legal interest rate, plus the fixed indemnity provided by Article L 441-10 of the French Commercial Code (€40). 4.3 All fees are exclusive of applicable taxes, duties, or levies, which the User shall be responsible for. 4.4 Azuro reserves the right to suspend Services or terminate this Agreement for non-payment after a 15-day notice period.

5.1 The User shall comply with all applicable laws, regulations, and contractual obligations when using the Software or Services. 5.2 The User is responsible for maintaining the confidentiality of account credentials and for all activities occurring under their account. 5.3 The User agrees to provide accurate information to Azuro and promptly update it when necessary.

6.1 All intellectual property rights including copyrights, patents, trademarks in the Software, documentation, and related materials remain exclusively with Azuro or its licensors. 6.2 Nothing in this Agreement grants the User any rights to use Azuro’s trademarks, trade names, service marks, logos or branding without prior written consent.

7.1 Azuro commits to complying with all applicable data protection laws, including GDPR. 7.2 Azuro processes personal data solely to provide services and as detailed in our Privacy Policy. 7.3 The User is solely responsible for the content and data they input into the Software. 7.4 Azuro applies technical and organizational measures to protect data but disclaims liability for breaches not due to gross negligence or willful misconduct.

8.1 Azuro warrants that its Software and Services will perform substantially in accordance with the product documentation. 8.2 Except as stated above, all warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, are disclaimed to the fullest extent permitted by law. 8.3 Software delivery may include third-party components subject to their own licenses, which the User must accept and comply with.

9.1 Azuro’s total liability for any claim arising out of or in connection with this Agreement shall not exceed the amount paid by User to Azuro in the twelve (12) months preceding the claim. 9.2 Azuro shall not be liable for indirect, incidental, consequential, punitive, or special damages including lost profits or business interruption. 9.3 The limitations apply regardless of the legal theory or cause of action.

10.1 The User agrees to indemnify, defend, and hold harmless Azuro and its affiliates from any claims, liabilities, damages, losses, or expenses arising from User’s violation of these Terms or misuse of the Software.

11.1 This Agreement commences upon User’s acceptance and continues until terminated by either party with thirty (30) days written notice. 11.2 Azuro may suspend or terminate immediately for causes including breach of Terms, insolvency, or illegal use. 11.3 Upon termination, all licenses granted shall cease, and the User shall cease use and destroy copies of Software.

12.1 Each party agrees to maintain confidentiality of proprietary information disclosed during the Agreement term and not disclose it except as permitted. 12.2 Confidentiality obligations survive termination for a period of five (5) years.

13.1 Neither party shall be liable for failure or delay due to circumstances beyond reasonable control including natural disasters, war, terrorism, labor disputes, or governmental actions.

14.1 This Agreement shall be governed by and construed in accordance with the laws of France. 14.2 Any disputes arising shall be exclusively submitted to the competent courts in Paris, France, notwithstanding multiple defendants or third parties.

15.1 This Agreement, together with any referenced documents, constitutes the entire agreement and supersedes prior agreements related to Software and Services. 15.2 If any provision is held invalid or unenforceable, the remainder shall remain unaffected.

Contacting us

If you have any questions about this Terms and Conditions, please contact us by email: [email protected]