These Leonar Terms of Service (the "Terms and Conditions") rule the relationship between Licorne Society, a French Société par actions simplifiée with a share capital of 1000 euros, registered with the Trade and Commerce Register of Paris under the number 890811193, having its registered address at 19A, rue du Rocher, Paris 75008, France, represented by Pierre-Alexis Ardon duly authorized for the purposed hereof ("Leonar") and any person registered in its own name or in the name and on behalf of a legal entity (the "User") wishing to use the services offered on the Leonar platform accessible at the address https://www.leonar.app and https://dashboard.leonar.app (the "Platform") and the User are hereinafter referred to individually as a "Party" and collectively as the "Parties".
If the User is a legal entity allowing its employees, delegates, directors and/or subcontractors to access the Platform (these persons are hereinafter indistinctly referred as a "User"). In such a case, the legal entity undertakes to bring these Terms and Conditions to their attention. It guarantees that these persons will comply with these Terms and Conditions and, in any case, further warranties Leonar for any breach by these Users of these Terms and Conditions.
These Terms and Conditions define the conditions under which the User can use the Platform.
Any registration on the Platform implies unreserved acceptance of the Terms and Conditions, which the User acknowledges having read and understood.
Terms and expressions whose first letter of each word is in capital letters have, within the Terms and Conditions, the meaning assigned to them below, whether they are used in the singular or plural.
1.1 « API » shall mean any of the Application Programming Interface made available by Leonar on the Platform. The APIs may be developed by Leonar or by Developers.
1.2 « Force Majeure » shall mean the events external to the Parties, unpredictable and unstoppable, as defined by French case law, the following events shall be deemed to constitute a case of Force Majeure (without purporting to be an exhaustive list): war (declared or not); terrorist act; invasion; rebellion; blockade; sabotage or act of vandalism; strike or social dispute, total or partial, external to both Parties; bad weather (in particular flooding, storms, and hurricanes); events declared as "natural disasters"; zombie invasion; fire; epidemic; transport or supply blockades (particularly energy); failure of electrical energy, heating, air conditioning supplies, of the telecommunication or data transport network; satellite failure.
1.3 « Intrusion Test » shall mean any software tool (including in particular but not limited to Loadrunner, Winrunner, Silk performer, Rational Robot, QALoad, and WebLOAD) designed to automatically emulate the actions of a human and used for data entry, data migration, load tests, performance tests, performance control, performance measuring and/or « stress tests ».
1.4 « Recruiter » shall mean the User who wishes to use APIs available on the Platform to collect data on the Internet.
1.5 « Robots » shall mean the automatic or semi-automatic software agents that are part of the APIs that will interact with third-party computer servers.
1.6 « Services » shall mean the automatic hosting and operation services of the API offered to Recruiters.
2.1 Subscription
In order to register on the Platform, the User must complete every field of the registration form with full and accurate information. The data for which communication to Leonar is mandatory are identified as such when the User is registered.
The User represents and warrants that s/he will be using the Platform in the course of her/his professional activity and, as a consequence, s/he shall not be considered as a consumer under applicable law.
In case of an incomplete or erroneous declaration, the User's account may be deactivated, ipso jure, without notice and without further formality. The User acknowledges that Leonar shall not be held liable for any of the consequences that may arise from such an erroneous or incomplete declaration.
The User declares that s/he is able to enter into contractual relationships. Any User being under legal age warranties that s/he received the approval of her/his parents or of the person exercising the parental authority.
The registration and the creation of a User account is done using the email address that the User communicated to Leonar and the password s/he chose (for security and confidentiality reasons, it is recommended to the User to select a password composed of several types of characters and modify it on a regular basis) or through a third-party connexion module.
The personal account of each User allows her/him to update her/his personal details.
The login name and password are personal and should not be disclosed to third parties. All uses of the Platform done using the login name and password of the User shall be deemed to have been performed by said User.
In case of disclosure of the User's login name and password, the User must connect to the Platform at the following address https://leonar.app/login in order to regenerate a new password.
2.2 Access to the Platform
Users are personally responsible for setting up the IT and telecommunications resources required to access the Platform. Leonar is exercising its reasonable endeavors to ensure that the Platform is accessible twenty-four (24) hours a day, seven (7) days a week.
Leonar reserves the right, without notice or compensation, to temporarily or permanently close the Platform in order to perform maintenance operations.
Leonar may make any changes and improvements to the Platform that it deems relevant.
3.1 Services offered to Recruiters
The Services allow the Recruiter to (i) execute and operate the APIs via Leonar's servers, (ii) host the collected data and (iii) automatically get fit the data in the desired file format.
Leonar is a software-as-a-service (SaaS) platform that provides tools and resources for recruitment management. The services include data management capabilities, automation of certain recruitment-related tasks, and analytical tools to assist in the recruitment process. Leonar is committed to maintaining the confidentiality and integrity of user data. The platform is designed to integrate with existing recruitment workflows, offering a supportive role in enhancing the recruitment process.
4.1. Fees. Leonar will invoice and charge You upfront for using the Services. Notwithstanding any special terms and arrangements applicable to invoicing and payment, Your access to or use of the Services will be contingent upon Your payment of all fees in the corresponding Service Order for the purchased services of the entire Service Term ("Fees"). Unless specifically written otherwise, Fees are non-refundable.
4.2. Fee Obligations. Customer understands the Services are purchased and provided as software-as-a-service for the entire Service Term, disregarding the actual usage activities. In the absence of explicit or implicit usage of the Services, Customer remains liable for paying the Fees. Customer agrees that its fee obligations hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Leonar regarding future functionality or features. Failure to make a payment under these Terms is considered a material breach and Leonar may in its sole discretion suspend or terminate Customer’s access to the Services. Customer shall be responsible to pay all costs of collection, including reasonable attorney fees, whether or not a lawsuit is commenced as part of the collection process.
4.3. Fee Changes. Unless otherwise specifically agreed to by Leonar in writing, Leonar reserves the right to revise its Fees for a Renewal Service Term on a thirty (30) calendar day notice before the expiration of Your current Services. Such notice will be sent to You by email, posted on the Site, or any other means elected by Leonar in its sole discretion. Your continued use of the Services after the thirty-calendar day notice period constitutes Your acceptance of the revised Fees. If You notify Leonar that You do not agree to the revised Fees before the effective date of such Fees, Your current Services will not be renewed upon its expiration.
5.4. Taxes. In addition to the amounts You paid for the Services, You remain solely responsible for any and all domestic or foreign transactional taxes. If Leonar is required by applicable law to collect from You and remit such Taxes to the appropriate taxing authority, Leonar may separately state the Taxes on an invoice to You, as promptly as practicable. If You are exempt from Taxes, You will provide a proof of such exemption to Leonar prior to any payment of an invoice. Leonar will cooperate, to the extent reasonably requested by You and as permitted by applicable law, in minimizing any such Taxes.
5.5. Payment Services. Leonar uses third-party payment services to accept payment information and process payments on behalf of Leonar. Leonar does not store Your bank account and debit/credit card information. Each third-party payment service follows the Payment Card Industry Data Security Standard (“PCI DSS”) and has procedures in place to ensure secure processing of Customers’ payments. However, Leonar does not warrant or guarantee that any services offered through the third-party payment service will meet Leonar Customers’ requirements or expectations, and Leonar is not responsible for any consequences arising out of Your use of the third-party payment services.
5.1 Recruiters undertakings
The Recruiters undertake to:
(i)have the necessary authorizations to access websites via APIs;
(ii)comply with the terms and conditions of use of the websites they visit through the APIs;
(iii)not to extract a substantial (in terms of quality and/or quantity) part of a database;
(iv)not to access confidential information without permission;
(v)not to infringe on any third party's rights, including in particular copyright, patent, trademark, trade secret or any other intellectual property or proprietary rights;
(vi)not to violate any law, statute, ordinance or regulation, including, without limitation, the laws and regulations governing the protection of personal data.
In any case, Leonar has, a priori, no control over the Robots, the Collected Data, the operations carried out and/or other content of Users on the Platform because the Recruiters decide on their use.
The Recruiters acknowledge that Leonar shall in no event be held liable in the event that the Recruiters fail to comply with the provisions of this Article 5.1.
5.2 Users undertakings
In the absence of the prior written authorisation of Leonar, it is prohibited to:
(i)publish or to transmit, on or using the Platform, content of an illegal, threatening, humiliating, defamatory, obscene, hateful, child pornographic or blasphemous nature, or any other message that could constitute a crime or an offence, that could incur civil liability, breach legislation or incite others to do so, or content that could be used for any purposes that are contrary to law or to these Terms and Conditions;
(ii)use the Platform in such a way as to, from our point of view, either negatively impact the performance or the functionalities of the Platform, or of any other computer system or network used by Leonar or by any other third party, or negatively affect Platform Users;
(iii)download or transmit into the Platform or use any hardware, software or routines containing viruses, Trojan horses, worms, time bombs or other programs and processes designed to damage, interfere with or attempt to interfere with the normal operation of the Platform, or to appropriate the Platform, or to resort to any means whatsoever to saturate our systems or breach third party rights;
The user is reminded that articles 323-1 and following of the French Penal Code provide for sentences of up to five (5) years in prison and fines of up to 150 000 Euros for the following:
(i)fraudulently accessing and remaining in an automated data processing system;
(ii)fraudulently deleting, modifying or adding data into that system;
(iii)the fact of obstructing such system.
Leonar undertakes to respond promptly to any request related to a use of the Platform that is obviously illegal and that would breach the rights of a third party. To this end the User (i) acknowledges and accepts that its use of the Platform may be immediately suspended, temporarily or definitively; and (ii) warrants Leonar for any harm, expense or damage that such a use of the Platform could create for it.
Intervention by Leonar on the Platform is strictly limited to: (i) those operations necessary for the provision of developments ordered from Leonar by a User; (ii) maintenance and/or support required to keep the Platform operational; (iii) deleting obviously illegal content hosted on the Platform and of which Leonar has been made aware.
6.1 Right to use the Platform
Leonar grants to the User a personal, non-exclusive, non-transferable, without right to sub-license, right to use the Platform in the entire World, as long as the User's account is active on the Platform.
6.2 Limitations
The User shall refrain itself, directly or indirectly, and shall refrain any person that is to use the Platform on its behalf (including its employees, agents, business partners and sub-contractors), unless with Leonar's prior express written consent, from:
(i)decompiling , disassembling the Platform, carrying out reverse engineering to create products derived from the Platform or attempt to discover or re-create the source code, the ideas on which it is based, the algorithms, file formats or programming or inter-operational interfaces of the Platform except within the limits of the rights granted under article L. 122-6-1 of the French Intellectual Property Code, in any way whatsoever. If the User should wish to obtain information to allow the Platform to interact with another software, the User undertakes to request such information from Leonar, which may provide the User with the required information, subject to payment by this latter of the associated costs;
(ii)fixing, alone or with the assistance of a third-party provider, any defect of the Platform in order to have it conforming to its destination, Leonar exclusively reserving this right in accordance with article L. 122-6-1 I 2° of the French Intellectual Property Code;
(iii)suppressing or deleting any reference or label related to the intellectual property rights of Leonar and/or of any third party;
(iv)transferring, using or exporting the Platform in violation of applicable legislation;
(v)integrate or associate the Platform with other software or documents or create compose or derivate works relying on all or part of the Platform;
(vi)performing any use of the Platform other than those allowed under these Terms and Conditions.
The Platform is the exclusive property of Leonar, in particular as regards the APIs developed by Leonar, as well as all associated documentation even when made available to Developers.
All content that has not been put online by the User, and in particular, all data, functionality, text, names, designations, images, photographs, graphics, trademarks, sounds, is the exclusive property of Leonar or its licensees. These Terms and Conditions shall not be construed as transferring any one of Leonar's rights. Not one of these elements may be downloaded, copied, modified, deleted, distributed, transmitted, broadcast, sold, hired, granted or used in any way whatsoever, without the prior written express agreement of Leonar or its licensees.
The Parties expressly agree that Leonar is acting as a hosting provider for the contents and, as such, it has no general obligation to monitor the contents that is made available and/or broadcasted from its Platform.
To the full extent permitted by applicable law, Leonar expressly waives all warranties towards the Users. Leonar does not guarantee that there will be no bugs and, as a consequence, does not guarantee that use of the Platform will be uninterrupted and error-free. The User acknowledges in particular that Internet transmissions are not secured and may be delayed, lost, intercepted, corrupted, and that confidential information is transmitted over the Internet by the User at his/her own peril.
To the full extent permitted by applicable law, the User acknowledges that the Platform is provided "as is"and as such Leonar shall not be liable for any damage, direct or indirect, whatever the grounds, which may have been suffered by fact of using the Platform, and therefore waives any claim for compensation. If Leonar should be ordered to pay a financial penalty for any reason whatsoever, the Parties expressly agree that the amount of said penalty shall not exceed the amount of the sums actually paid by the User during the last six (6) months of subscription, which the Parties agree would be a fair amount in view of their respective undertakings in these Terms and Conditions.
Within the limits permitted by applicable statute, the User may only hold Leonar liable for breach of these Terms and Conditions for a period of one (1) year from the date at which the breach in question arose, which the User specifically acknowledges and accepts.
The User may terminate his/her subscription by sending an e-mail to contact@leonar.app at least thirty (30) days prior to the end of the then-current term. The termination of the Subscription shall be effective upon expiry of the ongoing Subscription period.
Would s/he wish so, the User may request that Leonar deletes its account.
Leonar reserves the right to (i) suspend access to the Platform or to certain functionalities of the Platform, or to (ii) terminate the account of the User by right, without notice, with no further formalities and no indemnity being due to the User, by electronic mail or by regular mail, without prejudice to any damage that may be claimed by Leonar, in the following cases:
(i)The User has been using the Platform in a way which is contrary to public order and decency;
(ii)The User has breached the intellectual property rights of Leonar and/or a third party;
(iii)Loss, misappropriation, unauthorized or fraudulent use of a username and password by the User;
(iv)Conception, use or provision via the Platform of any content that is unlawful or in breach of these Terms and Conditions;
(v)If an account is terminated the User may no longer use the Platform from his/her account, which will be closed.
Leonar reserves the possibility to interrupt, at any time, temporarily or permanently, access to the Platform. In case of a definitive interruption, the User will be informed by any means that should be deemed appropriate by Leonar.
Leonar shall under no circumstances be held liable to the User, a Developer or to any third party for the termination and/or suspension of the User's account under the conditions set out in this article.
Intrusion tests
The User is authorized to Used Robots in relation to the Platform, provided that such use (i) does not lead to the creation of one or several user accounts on the Platform; and/or (ii) cannot be considered to be an Intrusion Test.
The User guarantees Leonar from any harm, loss, actions, outlay, decisions or costs (including any compensation that may be awarded to a third party, in particular clients of Leonar) associated with the non-availability, a production incident or any other technical difficulty that may arise at a time when the User was conducting an Intrusion Test.
Notification of unlawful content
In accordance with the provisions of article 6, I, 7° of law n° 2004-575 dated June 21 2004, Leonar has no general obligation to monitor the information that it hosts on the Platform.
If the User should find that content put on line on the Platform and/or accessible via a hypertext link breaches applicable statutory or regulatory provisions, and in particular constitutes obviously unlawful content (e.g., infringing of a third party's rights, defamatory), the User can notify Leonar by sending an email using the form available on the Platform or by using the signalling tool made available in the profile pages.
The User must supply Leonar with all of the necessary information so that Leonar can identify the content in question and/or point it out to the editor or the administrator of the Platform on which the unlawful content is broadcast, such as:
(i)Name, surname, profession, home address, nationality, date and place of birth (for an individual) or company form, name, registered head office and legal representative body (for a company);
(ii)description of the disputed facts and their exact location;
(iii)the reason for which the content must be withdrawn, including reference to the legal and factual basis.
Modification of these Terms and Conditions
Leonar reserves the right, at any time, to modify these Terms and Conditions of use and sale as it may deem to be necessary and useful.
The User will be able to access them through her/his personal account and on the Platform
Any User who does not specifically accept the new Terms and Conditions may terminate his/her account in application of these Terms and Conditions Article 10.3 stipulations.
Force Majeure
Neither Party shall be held liable if the performance of its obligations should be delayed, restricted or made impossible by virtue of a case of force majeure
If a case of Force Majeure should occur, the performance of the obligations of each Party shall be suspended. If the Force Majeure should last for more than one (1) month this Agreement may be terminated at the request of the most diligent of the Parties, with neither Party being held liable. Each of the Parties shall bear their own costs that may be incurred as a result of the Force Majeure.
Waiver
If one or other Party fails to exercise any one of its rights under the terms of this Agreement whatsoever, this shall not be deemed to be a waiver of that right, such waiver only to be deemed to have been given when expressly declared by the Party in question.
Convention of Proof
Computerized records shall be kept in the systems of Leonar under reasonable security conditions and shall be deemed to be proof of exchanges, actions, orders and payments that have arisen on the Platform or via email.
Relationship between the Parties
Unless expressly stated otherwise, the Parties shall remain independent contractors and no provision of these Terms and Conditions shall be construed as creating between the Parties any partnership, company, nor any relationship of agent or commercial agent.
Partial Invalidity
If one or more of the provisions of these Terms and Conditions should be held to be invalid by a competent court, the remaining provisions shall retain their scope and effect.
The provision that has been held to be invalid shall be replaced by another provision, the scope and meaning of which shall be as close as possible to the scope and meaning of the invalidated provision, in compliance with the applicable legislation and the mutual intent of the Parties.
These Terms and Conditions are governed by French law.
Any dispute related to the conclusion, the interpretation, the enforcement and/or the termination of these Terms and Conditions is submitted to the exclusive competence of the Paris Courts, notwithstanding plurality of defendants.
