Last modified: May 7, 2020
PROGILON offers, through the use of a software "Filnote," a collaborative work tool in Software as a Service (SaaS) mode dedicated to work management. These services include the ability to create, manage and use secure worksheets, to create, manage notes within the worksheet and share them between worksheets.
The use of these services, i.e. all of these products, software’s, services and PROGILON’s websites is to say of all products, software, services and website of the company PROGILON (collectively named "Services" in this document) is governed by the terms of a legal Agreement between you and PROGILON. The present document describes the contents of the aforementioned Agreement and defines certain terms of this contract.
"PROGILON" means the company PROGILON SARL which head office is located at 5 Place Robert Schuman, 38000 Grenoble, registered with the Commercial Register of the Companies of Grenoble under the following number B 395 363 708.
You must agree to the Agreement before using the Services. You cannot use the Services if you do not agree.
To accept the Agreement, You must click on the option to accept the Agreement available to you by PROGILON in the user interface using the service.
No special or general terms, other than a formally expressed and written acceptance from PROGILON, can prevail against these Agreement nor complete these.
"Customer" means the person or entity agreeing to these terms.
"Worksheet" means a workspace (in Filnote) assigned to a Customer in which the Customer may manage its work, creating, managing, arranging notes and being able to share notes with other customers.
"Services" means access to all products, software, services and PROGILON websites, including access to your Worksheet.
"Access Unit" means the specific terms of Customer's access to and use of the Services for a period of one (1) month.
"Access Credit" means the number of remaining Access Units to be used by the Customer.
"Free Trial" means a grant by PROGILON of one or more Access Units free of charge.
"Free Mode" means the specific terms of Customer’s access to and use of the Services free of charge except a Free trial granted by PROGILON.
"Content" means any data, information, image, file, sound, text, programs, software, code, or material of any nature that would be used, distributed, stored, transmitted, collected, processed or made available directly or indirectly through the Services.
To access and use the Services, You must complete and submit a registration form available to you by PROGILON in the user interface using the service. As part of this registration process, You agree: (i) to provide current, complete and accurate information and (ii) maintain and update this information so that it is at all times up to date, complete and accurate.
You agree to be informed by email of new PROGILON services, PROGILON product launches, PROGILON announcements.
Subject to this Agreement and a non-zero Access Credit or the Free Mode, PROGILON hereby grants to its customers a worldwide right, non- transferable, non-exclusive, to access and use the Services, this right cannot be sub-licensed unless previously agreed in written by PROGILON.
PROGILON is constantly innovating. You acknowledge and agree that the form and nature of the Services provided by PROGILON are subject to change without notice.
PROGILON is committed to take reasonable steps to make the Services available via the Internet, twenty-four hours a day, seven days a week. PROGILON will be entitled to take actions that affect the accessibility if deemed appropriate by PROGILON. PROGILON shall not be held responsible for any downtime related to your Internet connection or to network issues.
PROGILON has implemented at least industry standard systems and procedures to (i) ensure the security and confidentiality of your data, (ii) protect against anticipated threats or hazards to the security or integrity of your data, and (iii) protect against unauthorized access to or use of your data.
PROGILON can rely on subcontractors for the performance of obligations under this Agreement. PROGILON is responsible for the work and services of subcontractors under term identical to those for its own works and services.
You are solely responsible for your use of the Services, the contents of your computer including the content downloaded, transferred, published publicly, processed or entered in the Services, your account, the collaborative management of your Worksheet, and any transmission when using the Services. However, PROGILON reserves the right in its sole discretion, to take any measures if deemed necessary or appropriate.
You agree (i) not to attempt to gain unauthorized access to other computer systems or interfere with other Customer’s access to and the use of the Services (ii) to comply with the national laws governing the online services, not send, distribute, make available or transmit any software or other computer file containing a virus / harmful component, (iii) not to use the Services for illegal purposes, (iv) not to remove products, software, documents or websites used in connection with the Services, including legal notices, the disclaimers or the symbols of copyright or trademark, not to modify any logos that You do not own and You are not permitted (e) to change, (v) nor to interfere or disrupt networks connected to the Services, (vi) to infringe copyright, patent, trademark, trade secret or other proprietary of a third party, and (vii) to transmit any unlawful, confidential, without authorization, or harassing, defamatory, racist, indecent, abusive, violent, threatening, vulgar, obscene or other objectionable material of any kind whatsoever.
You agree not to reproduce, duplicate, copy, sell, trade or resell the Services for any purpose whatsoever.
You agree to be solely responsible (and acknowledge that PROGILON has no responsibility to you or any third party) for any breach of your obligations as defined by the Agreement and consequences that such a breach may have (including loss or damage to PROGILON).
You warrant that the Content that you upload to or managed by the Services does not infringe the rights of others or violate in any way the legislation in force.
PROGILON may suspend access to and use of the Services or immediately terminate this Agreement for failure to comply with these rules of good conduct.
The suspension of access to and use of the Services or the early termination of the Agreement will not give rise to any reimbursement of payments for Access Units purchase, nor any compensation.
6. Password and Security.
You must choose a username and choose a password to access your account and your Worksheet. You agree to carefully keep all your password and keep it confidential. You are solely responsible should You not maintain the confidentiality of your password and Your account information.
Your password is encrypted. It is not available to PROGILON employees.
If you have forgotten your password, or it does not work, you can reach out to PROGILON that will provide You a new temporary password. You are solely responsible for all activities taking place under your account. You agree to immediately notify PROGILON of any unauthorized use of Your account or any other known security breach.
PROGILON cannot be held liable for losses / damages you may incur through the use of a third party using your password, Your account, with or without your consent.
PROGILON uses an encryption built into your browser to ensure the secure transfer of your information and documents when using the Services. In this regard PROGILON uses a Secure Socket Layer (SSL) with a security certificate.
All content of web sites and computer programs, software, products, graphics or other interface elements associated with services provided by PROGILON is protected by intellectual property rights owned exclusively PROGILON. This content may not be reproduced, translated, transcribed, or modified in any form or by any means without the prior written consent of PROGILON. You may not copy, modify, distribute, publish, transmit or create derivative works of any part of this content.
The right to access to Services and use of related products, is granted only under the terms determined by the purchased Access Units or the Free Mode, including the number of notes and storage space defined underwritten by the purchased Access Units or the Free Mode.
Access to and use of Services is granted by the Agreement do not give you any right on the content of websites, computer programs, software, and products associated with Services provided by PROGILON, nor associated logos and other names, logos, icons and brands identifying PROGILON products and services that should not be used without prior written permission of PROGILON.
Any content that You upload, transfer, edit publicly, handle or type in the Services is your sole property if you are the legal owner. PROGILON has no liability for these elements. You warrant holding all required rights with respect to the content that you use through the Services.
If Customer provides PROGILON feedback about the Services, then PROGILON may use that information without obligation to Customer, and Customer hereby irrevocably assigns to PROGILON all right, title, and interest in that feedback.
Although PROGILON takes all necessary precautions to provide accurate information with respect to its Services on its website, the information has no contractual value and PROGILON’ responsibility cannot be engaged in any possible way.
You acknowledge that you have the sufficient skills giving you the means to assess the exact scope of services and features to adapt them to their intended use.
You warrant that you have provided all relevant information to PROGILON to allow normal use of the Services.
ALL INFORMATION, MATERIALS, PRODUCTS AND SERVICES PROVIDED BY PROGILON ARE PROVIDED WITHOUT EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITTED FOR A PARTICULAR PURPOSE, OR SPECIFIC EXPECTATIONS, WARRANTIES RELATED TO THE ACCURACY OR RELIABILITY OF THE RESULTS OBTAINED FROM USE OF THE SERVICES, OR THAT THE SERVICES BE UNINTERRUPTED, SECURE FULL, ERROR-FREE SOFTWARE, OR THAT DEFECTS AND FAILURES IN THE SERVICES MUST BE CORRECTED.
9. Limitations of damages and responsibilities.
YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR OWN RISK. PROGILON, IN NO EVENT, SHALL BE HELD LIABLE FOR CONSEQUENTIAL LOSS OF PROFITS OR ANTICIPATED SAVINGS, LOST REVENUES, LOST DATA, OR USE OF THIRD PARTY RELATING TO DEFECTS OR FAILURES IN SERVICES.
PROGILON may, at its sole discretion, immediately terminate this Agreement, cancel your Access Credit or terminate the Free Mode and the right to use the Services if (i) You breach these terms without remedy within 8 days of a notice, (ii) PROGILON is unable to verify or authenticate any information you supplied to PROGILON (iii) such information is or becomes inaccurate, or (iv) PROGILON decides, in its sole discretion with a one month prior notice, to suspend the supply of Services. PROGILON shall not be liable to you or any third party for termination of the Service or its use.
Upon termination for any reason, you are no longer allowed to use the Services, you will not have access to data and other documents you have stored in connection with the Services and these may be removed by PROGILON. Accordingly, you should ensure that you have backup copies required.
ALL THE DISCLAIMER OF LIABILITY LIMITATIONS OF WARRANTIES AND DAMAGES AND THE COMMITMENTS CONFIDENTIAL EXPRESSED IN THIS AGREEMENT (1) ARE ESSENTIAL TO THE AGREEMENT BETWEEN THE PARTIES AND (2) REMAINS EVNE IN THE EVENT OF TERMINATION, EXPIRATION OR REVOCATION OF THIS AGREEMENT.
11. Updates, backup.
You understand that PROGILON can make updates of the Services at any time but is not required to notify you. You agree to accept any update of any kind.
While PROGILON has backup devices to secure your data, PROGILON is not responsible for any loss or deformation of Contents exchanged electronically on the Services or by them. Backing up your content is your responsibility
You are responsible for maintaining the confidentiality of Your account and your password. You are also responsible for all activities taking place under your account. For this, You agree to indemnify and protect PROGILON, against any liability, claim or expense in connection with any claim, complaint, action, suit or loss that would result from or be related to (a) a breach by you of this Agreement or complaints expressed about Your Account, (b) fraud or manipulation on your part (c) information, data, files or other content provided by you, or (d) any claim of fraud based on any credit card information you have disclosed. You agree to cooperate with PROGILON for defense in case of a request, complaint, action or proceeding. PROGILON reserves the right to assume the exclusive defense of any claim made by You.
PROGILON and you agree to keep confidential information and documents concerning the other party of any kind, financial, technical, social or commercial, that could be accessed during the execution of the contract.
These obligations will survive termination or expiration of this Agreement.
Unless authorized by You, PROGILON is not allowed to review the Content that you manage through the Services.
This clause does not apply to the use of Filnote Services in Free Mode.
15.1. Access Credit.
Except for a Free Trial granted by PROGILON your Access Credit is set to zero when registering to the Services.
Your Access Credit must not be zero to have access to and to use the Services in non-Free Mode. At any time, you can purchase Access Units and they are added to your Access Credit.
Every day, if your Access Credit is non-zero, it is decremented by a fraction of an Access Unit corresponding to a decrement of one (1) Access Unit per month.
Access to Services and use of related products is a right granted only under the terms determined by the purchased Access Units, including the number of notes and storage space defined by the purchased Access Units that determines the characteristics of your Worksheet.
You acknowledge that you have had the opportunity to verify the details of your purchased Access Units and the total price, and to correct any mistakes before confirming it to express its acceptance. PROGILON will electronically acknowledge receipt of the purchase of Access Units.
The total charges for the purchased Access Units remain definitively acquired and / or due even in the event of termination of the Agreement for any reason whatsoever except if PROGILON does not respect its contractual obligations and / or decide to discontinue the Services.
Early termination of the Agreement will not give rise to any reimbursement of payments for Access Units purchase, nor any compensation.
Subject to the Agreement, PROGILON will provide assistance to the Customer by acting without undue delay. The Parties will communicate via the messaging system available on the help panel of your Worksheet. PROGILON may, with your consent, be required to connect to your Worksheet or your account. In this case, PROGILON agrees to keep confidential all information it accesses.
15.3. Limitations of damages and responsibilities.
In the event of major flaws that seriously prevent use of the Services and that are solely attributable to PROGILON, PROGILON is committed to correct the defect without undue delay after the written notice (by letter) that will be addressed.
YOU CANNOT CLAIM A PAYMENT DISCOUNT, DAMAGES, OR OTHER PENALTIES FOR SERVICE INTERRUPTIONS OF LESS THAN TEN (10) CONSECUTIVE DAYS.
IN ANY EVENT PROGILON LIABILITY SHALL NOT EXCEED THE AMOUNT PAID FOR THE SUBSCRIPTION PLAN DURING WHICH THE ALLEGED VIOLATION IS BROUGHT, AND WILL NOT BE BROUGHT WITHIN THE PAST FORTY-FIVE (45) CALENDAR DAYS AFTER THE OCCURRENCE OF REASONS FOR COMPLAINT.
This clause does not apply to the use of Filnote Services with Access Units.
16.1. Services in Free Mode.
Access to Services and use of related products is a right granted only under the terms determined by the Read Only Mode. In particular, in your Worksheet, you have the possibility of reading the notes that the other Customers share with you and you do not have the possibility of creating notes.
16.2. Limitations of damages and responsibilities.
YOU CANNOT CLAIM DAMAGES, OR OTHER PENALTIES FOR SERVICE INTERRUPTIONS.
16.3. Termination for inactivity.
PROGILON reserves the right to terminate this Agreement, the right to access and to use the Services upon 30 days advance notice if, for a period of 90 days You have not accessed your Worksheet. The termination of the right to access and to use the Services or the early termination of the Agreement will not give rise to any compensation.
PROGILON may make changes to this Agreement at any time. The Agreement is available in Your account. In any case, it is your responsibility to regularly check Your account.
17. Force majeure.
A party may be released from all liability for damages and other penalties when the execution of a particular obligation is prevented or rendered costly due to a force majeure as defined in the law and jurisprudence.
Where a party is prevented for a period exceeding one (1) month due to a force majeure, the other party shall be entitled to terminate the Agreement in writing without any compensation being due.
You acknowledge and agree that PROGILON, if PROGILON is acquired or its control is changed, reserves the right to transfer to any other company your rights and obligations with a one month prior notice.
You may not assign your rights and obligations under this Agreement without the prior written consent of PROGILON. In any event, you remain solely responsible for the enforcement of obligations under this Agreement, in case you fail assignee.
19. Conflicting Terms.
If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: The Agreement, and the terms at any URL. If PROGILON provides this Agreement in more than one language and there is a discrepancy between the French text and the translated text, the French text will govern.
In the event that any provision of these Terms is deemed unlawful, void or unenforceable for any reason whatsoever, such provision shall be deemed not part of these Terms and shall not affect the validity or application of other provisions.
The failure of PROGILON to exercise all or part of a right does not preclude the subsequent exercise of such right. The waiver of any breach by PROGILON shall not be deemed a waiver of any subsequent breach.
You acknowledge and agree that PROGILON is in the market for remote access solutions and PROGILON can provide services identical or similar to yours, to third parties, including your competitors.
21. Applicable law – Jurisdiction.
THIS AGREEMENT IS SUBJECT TO THE LAWS OF FRANCE.
ANY DISPUTE, ANY NATURE, INCLUDING ON THE INTERPRETATION, VALIDITY AND PERFORMANCE OF THESE TERMS AND THIS AGREEMENT, EVEN IF WARRANTY CLAIMS OR MULTIPLE DEFENDANTS, BE THE EXCLUSIVE JURISDICTION OF THE COURT OF TRADE LOCATION OF REGISTERED OFFICE OF PROGILON.
22. Communications and notifications.
PROGILON notices can be sent to the e-mail address you provide when registering to the Services or by any other means PROGILON determines in its sole discretion to your attention. All other notices you send to PROGILON relating to these Terms must be written and sent by registered mail.
Expressly agreed that any communication or notification by PROGILON will be deemed received and read by you within 5 days of shipment. It is your responsibility to update and check this email address. You will be solely responsible for the breach of your obligations in this regard.
You certify that you take out insurance required (and keep in force) for all of the risks to your business and use of the Services, with a reputable insurance company, for all the financial consequences of your liability for any damage to PROGILON and / or any third party in connection with use of the Services, and where applicable, for any damage you may suffer in connection with the use of the Services.