Terms of Sale

1. Purpose and scope

These Terms of Sale (the "Terms") govern the contractual relationship between Athivia Labs SAS, a French société par actions simplifiée with share capital of 500 €, registered under SIREN 104 290 911 R.C.S. Metz, headquartered at Centre d'Affaires, 29 Rue de Sarre, 57070 Metz, hereinafter "the Provider", and any person subscribing to a plan on tracya.io, hereinafter "the Customer".

Service reserved for business customers. The Tracya service is a tool intended to be installed and operated on a web application that the Customer owns or administers. By subscribing, the Customer represents that it acts solely for professional purposes, in the course of its commercial, industrial, craft, professional or non-profit activity, and not as a consumer. Any subscription implies full and unreserved acceptance of these Terms.

The Data Processing Agreement ("DPA"), available on tracya.io, is incorporated by reference into these Terms and forms an integral part thereof (see Article 10).

2. Description of the Service

Tracya is a no-code in-app onboarding SaaS platform allowing the Customer to create and deploy guided onboarding flows (tooltips, modals, highlights, banners) on its own web applications via a JavaScript snippet. The following subscription plans are offered:

• Free - 0 € HT / month: 1 project, 1 active flow, all 4 components, basic analytics. No credit card required.
• Indie - 29 € HT / month: 1 project, 3 active flows, all 4 components, basic analytics, email support.
• Growth - 79 € HT / month: 3 projects, unlimited flows, all 4 components, advanced analytics, email support.
• Scale - 199 € HT / month: Unlimited projects, unlimited flows, all 4 components, full analytics, priority support.

Paid plans are billed monthly via Stripe. No wallet, credits or one-off payments are available. The Free plan is provided free of charge, without a credit card or commitment, and is not invoiced. The Provider may adjust the limits of the Free plan under the conditions of Article 13, and reserves the right to delete Free accounts that have remained inactive for more than 12 months, after email notice and a 30-day period.

3. Pricing and invoicing

Prices are quoted in euros, excluding VAT. For VAT-registered business customers, the applicable VAT is specified on the invoice. Where relevant, the intra-EU reverse-charge mechanism applies under the applicable legal conditions.

The applicable price is the one in effect at the time of subscription. The Provider reserves the right to modify its pricing at any time. Any price change is notified to existing subscribers at least 30 days in advance and applies only to renewals occurring after that notice period expires. An invoice is issued for each billing cycle and made available in the Customer's account.

4. Payment

Payment is made online by credit card via the secure platform of Stripe Payments Europe, Limited (Ireland). The Customer's banking data is processed directly by Stripe and is never stored by the Provider. Subscriptions renew automatically each month on the same day. In the event of a failed payment, access to the Service may be suspended until the outstanding balance is settled.

5. Right of withdrawal

As the Service is reserved for business customers, the consumer right of withdrawal is in principle not applicable. For transparency, the Provider notes that where a 14-day right of withdrawal would nevertheless apply, a Customer who expressly requests immediate access to the Service and waives that right upon subscribing (Article L.221-28 of the French Consumer Code) may no longer rely on it once performance of the Service has begun.

6. Subscription, cancellation and term

Subscriptions renew automatically each month. The Customer may cancel at any time from its dashboard. Following cancellation, the Service remains accessible until the end of the current billing period. No prorated refund is issued for the remaining days. The Customer's data (flows, analytics) is retained for 30 days after cancellation, during which the Customer may request an export, and is then permanently deleted. Deletion and return of personal data processed on behalf of the Customer are governed by the DPA.

7. Customer obligations

As a business customer, the Customer agrees to:

• Use the Tracya widget and dashboard only on web properties it owns or is authorised to modify.
• Not inject malicious code, malware or misleading content into the flows displayed to end users.
• Provide accurate information when creating an account.
• Not share account credentials with third parties.
• Not attempt to circumvent usage limits, quotas or security measures.
• Comply with the Acceptable Use Policy.
• Obtain, where required, the consents needed from its end users and determine the legal basis for the processing carried out via the Service, in its capacity as data controller (see the DPA).

The Provider reserves the right to suspend access to the Service in the event of a breach of these obligations.

8. Provider obligations

The Provider undertakes to deliver the Service with due diligence and to make reasonable efforts to ensure availability. This is a best-efforts obligation, not an obligation of result. The Provider targets 99.5% monthly uptime, excluding scheduled maintenance windows communicated in advance.

9. Limitation of liability

The Provider's liability is limited to the amount actually paid by the Customer during the three (3) months preceding the event giving rise to the claim. The Provider shall not be liable for indirect damages, loss of data, loss of business or revenue. The Provider is not responsible for Service interruptions caused by third parties (hosting provider, payment processor, network). Nothing in these Terms limits the Provider's liability for gross negligence, wilful misconduct or personal injury, to the extent permitted by law.

10. Personal data

The processing of the Customer's personal data is described in the Privacy Policy. The processing of the personal data of the Customer's end users, carried out by the Provider as a processor on behalf of the Customer, is governed by the Data Processing Agreement (DPA) available on tracya.io, which is incorporated by reference into these Terms and forms an integral part thereof. In the event of any conflict between the DPA and these Terms on data protection matters, the DPA prevails.

11. Intellectual property of flows

Onboarding flows and content created by the Customer using the Tracya platform remain the property of the Customer. The Provider claims no rights over flows, copy or configurations created by the Customer. The Provider's software, algorithms and platform remain the exclusive property of Athivia Labs SAS.

12. Termination for breach

Without prejudice to Article 6, the Provider reserves the right to terminate an account immediately and without refund in the event of a material breach of these Terms or the Acceptable Use Policy.

13. Amendments

The Provider reserves the right to amend these Terms at any time. Customers are notified by email at least 30 days before any material change takes effect. Continued use of the Service after the effective date of the amended Terms constitutes acceptance of the changes.

14. Force majeure

Neither party shall be liable for any failure to perform its obligations resulting from a force majeure event within the meaning of Article 1218 of the French Civil Code, including natural disaster, fire, widespread failure of telecommunications or electricity networks, major infrastructure-provider failure, act of public authority or pandemic. The affected party shall notify the other without delay. If the impediment lasts more than 30 days, either party may terminate the Contract without indemnity.

15. Severability and entire agreement

If any provision of these Terms is held void, unwritten or unenforceable, the remaining provisions shall remain in full force and effect. These Terms, together with the DPA and the policies they refer to, constitute the entire agreement between the parties on their subject matter.

16. Assignment

The Customer may not assign the Contract without the Provider's prior written consent. The Provider may assign or transfer the Contract in connection with a merger, acquisition or sale of assets, subject to informing the Customer and ensuring an equivalent level of protection.

17. Geographic restrictions

The Service is currently unavailable in the United States of America and Canada for operational, compliance and payment-processing reasons. Access from these countries is technically restricted. The following countries are further restricted under applicable international sanctions (European Union, United Nations, or applicable national regulations), without any particular attribution to any one of these regimes:

• Russia
• Belarus
• Iran
• North Korea (DPRK)
• Syria
• Myanmar / Burma
• Cuba
• Sudan
• South Sudan
• Central African Republic
• Mali
• Guinea-Bissau
• Haiti
• Nicaragua
• Venezuela
• Zimbabwe

This list may be updated at any time to reflect changes in applicable sanctions regimes. Users are responsible for ensuring that their use of the Service complies with all applicable laws and regulations in their jurisdiction.

18. Governing law and jurisdiction

These Terms are governed by French law. The parties will endeavour to resolve amicably any dispute relating to their validity, interpretation, performance or termination. Failing an amicable settlement, the courts of Metz, France shall have exclusive jurisdiction, including in the event of multiple defendants or third-party proceedings.

19. Contact

For any question regarding these Terms of Sale: support@tracya.io