Terms of Use / VERSION: 2025_09

These general terms and conditions of use (the “General Terms and Conditions of Use” or “T&Cs”) are intended to govern the terms of use of the Solutions published by OPEN SEZAM, a simplified joint-stock company with a share capital of €11,059.40, with its registered office at 60 bis rue Pdt François Mitterrand in Longjumeau (91160), registered with the RCS under number 910850908 (“Open Sezam” or the “Provider”), by the entity identified in a Purchase Order (the “Customer”) issued by a Partner. The T&Cs supplement, where applicable, the terms applicable between the Customer and the Partner. Open Sezam and the Customer are referred to individually or collectively as the “Party” or the “Parties”.

Terms beginning with a capital letter, in the singular or plural, including in the preamble, shall have the meaning provided in Article 12 hereof unless they are defined directly in the text.

1        Solution and Services.

1.1.       Use of the Solution

Open Sezam shall make the Solution available to the Customer in accordance with the Agreement entered into between the Customer and the Partner (hereinafter the “Agreement”) during the Term, and grants the Customer during such Term a limited, non-sublicensable, non-exclusive, non-transferable right (except as expressly authorized in Section 12.1) to access and use the Solution in accordance with the Documentation, solely for the Customer’s business purposes. The Customer is informed that its commitment is not subject to the provision of any future functionality or feature, nor dependent on any written or oral representation made by OPEN SEZAM, a Partner or a third party regarding the future functionality or features of the Solutions.

OPEN SEZAM will use its best efforts to ensure that the Solution is available 24 hours a day, 7 days a week, every day of the year (except for any unavailability caused by a Force Majeure event or by scheduled updates or updates made necessary in particular for security purposes).

1.2. Customer Obligations

1. The Customer is responsible for all activities conducted under the accesses granted to it (including login) and those of its Users on the Solution. The Customer shall use the Solution in accordance with the Agreement, the applicable Purchase Orders, the Documentation, and all applicable Laws and shall not:
2. copy, rent, sell, lease, distribute, pledge, assign or otherwise transfer, or encumber the rights to the Solution, or any part thereof, or make it available to any person other than its Users;
   • unless otherwise indicated in a Purchase Order, send or store in the Solution any personal health information, credit card data, personal financial data or other sensitive data that may be, without limitation, subject to regulations and laws applicable to the protection of such personal data and in particular to the European Regulation EU 2016/679 on the protection of personal data (GDPR), or to the payment card industry data security standards;
   • send or store unlawful or counterfeit content in connection with the Solution;
   • send or store malicious code in the Solution;
   • attempt to gain unauthorized access to the Solution or the data contained therein, or to disrupt its integrity or performance;
   • modify, copy or create derivative works from the Solution or any part thereof;
   • access the Solution for the purpose of developing a competitive product or service or copying its features or user interface;
   • remove, modify, add or fail to reproduce in and on the Solution the name of OPEN SEZAM and any copyright or other notice appearing in or on the Solution or that may be required by OPEN SEZAM at any time.
3. Any use of the Solution in violation of these T&Cs, the Agreement, the Documentation or the Purchase Orders by the Customer or Users which, according to OPEN SEZAM or the relevant Partner, threatens the security, integrity or availability of the Solution, may result in the immediate suspension by OPEN SEZAM of the Customer’s access to the Solution; however, OPEN SEZAM will use its best efforts to inform the Customer or, where applicable, the Partner so that they may remedy such violation or threat before suspension of access to the Solution.

1.3. Services.

The Customer and OPEN SEZAM may enter into specific agreements that describe the additional Services to be provided by OPEN SEZAM. Where applicable, when located on the Customer’s premises for Services, OPEN SEZAM personnel shall comply with the Customer’s applicable rules and regulations regarding safety and conduct, brought to the attention of OPEN SEZAM in writing prior to the arrival on site of such personnel.

1.4. Customer’s Affiliates

The Customer’s Affiliates may use the Solution in accordance with the subscribed agreement, where applicable.

2. Purchase through a Partner

These terms and conditions specify the terms and conditions under which the Solution and Services are provided by OPEN SEZAM to the Customer when purchased indirectly through a Partner. The agreement formalized between the Partner and OPEN SEZAM will specify the terms and conditions relating to prices and payment terms and renewals of the subscription to the Solution and applicable to the ordered Services. In this case, the subscription agreement to the Solutions is entered into between the Customer and the Partner. Any dispute related to this agreement between the Partner and the Customer is handled directly between the Customer and the Partner. In the event of a conflict between this agreement and the T&Cs, the applicable provisions of the T&Cs shall prevail between OPEN SEZAM and the Customer. The Customer acknowledges that the Solution and Services ordered through a Partner are subject to additional terms and conditions specific to the Solution and Services, transmitted by OPEN SEZAM to the Partner and which are applicable in the event of subscription by the Customer.

3. Security and Support

3.1. Security.

OPEN SEZAM will implement appropriate security measures and backups to protect the security and integrity of the Solution and Customer Data as described in the Documentation. At the Customer’s request, OPEN SEZAM may provide the Customer with a copy of the findings of OPEN SEZAM’s latest security audit report. Except with respect to a Free Trial, to the extent that OPEN SEZAM processes personal data on behalf of the Customer in connection with the provision of the Solution, the data processing annex will be updated as necessary in accordance with changes in applicable regulations.

3.2. Support Services.

During the term of the Agreement, OPEN SEZAM will provide Support services to the Customer in accordance with OPEN SEZAM’s then-current Customer Support Policy at no additional cost. Any update or modification to Support will not significantly decrease the level of commitment and responsibilities of OPEN SEZAM under the Support Policy during the Term.

4. Confidentiality.

Confidential Information means (a) Customer data; (b) the terms and pricing of the Agreement, Purchase Orders, and any agreement between the Parties; (c) all information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether before or after the Effective Date, that is designated as “confidential” or that should reasonably be considered confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (i) was known to the Receiving Party without restriction before receipt from the Disclosing Party; (ii) is publicly available through no fault of the Receiving Party; (iii) is rightfully received by the Receiving Party from a third party without a duty of confidentiality; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

The Receiving Party shall: (a) protect Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not use Confidential Information except as necessary to fulfill its obligations and exercise its rights under the Agreement; and (c) not disclose Confidential Information to third parties except to its employees, consultants, contractors, Affiliates, and legal and financial advisors (collectively “Representatives”) who have a need to know and are bound by written confidentiality obligations no less protective than those in the Agreement. The Receiving Party is responsible for its Representatives’ compliance with this Section and shall promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information.

The Receiving Party may disclose Confidential Information if required by law, provided that it gives the Disclosing Party reasonable prior notice (to the extent legally permitted) and cooperates with the Disclosing Party’s efforts to contest or limit the disclosure. The obligations under this Section shall survive termination or expiration of the Agreement for a period of five (5) years.

5. Intellectual Property

As between the Parties, the Customer retains all rights, title and interest in and to the Customer Data. The Customer hereby grants OPEN SEZAM a non-exclusive, worldwide, royalty-free license to use, copy, store, transmit, display and create derivative works of the Customer Data solely to the extent necessary to provide the Solution and Services to the Customer in accordance with the Agreement.

As between the Parties, OPEN SEZAM retains all rights, title and interest (including all intellectual property rights) in and to the Solution, the Documentation, and all technology, software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information made available to the Customer by OPEN SEZAM in providing the Solution and Services (collectively, “OPEN SEZAM Technology”). The Customer shall not remove or modify any proprietary notices on or in any OPEN SEZAM Technology.

During the Term, if the Customer provides OPEN SEZAM with suggestions, enhancement requests, recommendations or other feedback regarding the Solution (“Feedback”), OPEN SEZAM may freely use, disclose, reproduce, license or otherwise distribute and exploit such Feedback without restriction or compensation to the Customer.

6. Warranties and Disclaimers

OPEN SEZAM warrants that: (a) the Solution will perform materially in accordance with the Documentation during the Term; and (b) OPEN SEZAM will provide the Services in a professional and workmanlike manner consistent with industry standards. The Customer’s sole remedy for breach of these warranties shall be, at OPEN SEZAM’s option, to re-perform the deficient Services or to terminate the affected Purchase Order(s) and refund any prepaid fees covering the remainder of the Term after the effective date of termination.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SOLUTION AND SERVICES ARE PROVIDED “AS IS” AND OPEN SEZAM DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. OPEN SEZAM DOES NOT WARRANT THAT THE SOLUTION OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.

7. Indemnification

7.1. By OPEN SEZAM

OPEN SEZAM will defend the Customer against any Claim alleging that the Solution, when used in accordance with the Agreement, infringes any third party intellectual property right, and will indemnify the Customer for any damages, costs and attorneys’ fees finally awarded against the Customer by a court of competent jurisdiction or agreed to in a written settlement agreement signed by OPEN SEZAM resulting from such Claim. If OPEN SEZAM reasonably believes that the Solution may infringe, OPEN SEZAM may at its sole option and expense: (a) obtain the right for the Customer to continue using the Solution; (b) modify the Solution to be non-infringing; or (c) if options (a) and (b) are not commercially reasonable, terminate the applicable Purchase Order(s) and refund any prepaid fees covering the remainder of the Term after the effective date of termination.

OPEN SEZAM will have no obligation under this Section 7.1 with respect to any Claim arising from: (i) use of the Solution in combination with any product, service, software, data or equipment not provided by OPEN SEZAM; (ii) modification of the Solution not made or authorized by OPEN SEZAM; (iii) use of the Solution in a manner not in accordance with the Agreement or Documentation; or (iv) Customer Data or content provided by the Customer.

This Section 7.1 sets forth OPEN SEZAM’s sole obligation and the Customer’s exclusive remedy regarding Claims of intellectual property infringement.

7.2. By Customer

The Customer will defend OPEN SEZAM against any Claim arising from: (a) Customer Data or content provided by the Customer; (b) the Customer’s use of the Solution in violation of the Agreement; or (c) the Customer’s violation of applicable law, and will indemnify OPEN SEZAM for any damages, costs and attorneys’ fees finally awarded against OPEN SEZAM by a court of competent jurisdiction or agreed to in a written settlement agreement signed by the Customer resulting from such Claim.

7.3. Procedures

A Party seeking indemnification under this Section 7 (the “Indemnified Party”) shall: (a) promptly notify the other Party (the “Indemnifying Party”) in writing of the Claim; (b) grant the Indemnifying Party sole control of the defense and settlement of the Claim (provided that the Indemnifying Party may not settle any Claim without the Indemnified Party’s prior written consent if such settlement would impose any obligation or liability on the Indemnified Party); and (c) provide reasonable cooperation, at the Indemnifying Party’s expense, in the defense of the Claim.

8. Limitation of Liability

EXCEPT FOR LIABILITIES ARISING FROM: (A) A PARTY’S BREACH OF SECTION 4 (CONFIDENTIALITY); (B) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7; OR (C) THE CUSTOMER’S BREACH OF SECTION 1.2 (CUSTOMER OBLIGATIONS), NEITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY THE CUSTOMER TO OPEN SEZAM UNDER THE APPLICABLE PURCHASE ORDER(S) IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

EXCEPT FOR LIABILITIES ARISING FROM: (A) A PARTY’S BREACH OF SECTION 4 (CONFIDENTIALITY); (B) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7; OR (C) THE CUSTOMER’S BREACH OF SECTION 1.2 (CUSTOMER OBLIGATIONS), NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Customer Reference

OPEN SEZAM is authorized to use the Customer’s name, trademarks or logos or those of its group companies to identify the Customer, its brands or its group companies as a commercial reference of OPEN SEZAM and/or user of the Solution, including on OPEN SEZAM’s website. OPEN SEZAM agrees that any such use shall be subject to compliance with written guidelines that the Customer may provide to OPEN SEZAM regarding the representation of its name, trademarks and logos.

10. Term, Termination and Effect of Termination

10.1. These T&Cs shall apply from the Effective Date as defined in the article “Definitions” and shall continue until the Term has expired, or if the Agreement is terminated.

10.2. Termination. In the event of breach by either Party of its obligations under these T&Cs, the rights granted hereunder may be terminated automatically by the other Party thirty (30) days after sending a formal notice by registered mail with acknowledgment of receipt that has remained without effect.

10.3. Effect of Termination. Upon expiration or termination of the Agreement for any reason, all rights granted (including all Purchase Orders) shall be immediately terminated and the Customer shall cease using the Solution. Termination for any reason other than termination for fault by the Customer in accordance with Section 10.2 shall not relieve the Customer of the obligation to pay all future amounts due under all other Purchase Orders.

11. General Provisions

11.1. Assignment

Neither the rights nor the obligations arising from the T&Cs are assignable or transferable by the Customer or OPEN SEZAM without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed, and any attempt at assignment or transfer shall be null and void.

11.2. Applicable Law, Attorney’s Fees and Severability

These T&Cs and all disputes arising out of or related thereto shall be governed by French law. With respect to all disputes arising out of or related thereto, the Parties submit to the jurisdiction of the Paris Economic Activities Court. If any provision of the T&Cs is found to be unenforceable by a competent court, it shall be limited or eliminated to the minimum extent necessary so that the T&Cs remain fully in force and enforceable.

11.3. Free Trials

The T&Cs are applicable to any Free Trial provided for in a Purchase Order. OPEN SEZAM shall open access to allow the Customer to benefit from this Free Trial, free of charge, until the first of the following eventualities: (a) the end of the Free Trial, (b) the start date of any subscription to the Solution, or (c) termination of the Free Trial by OPEN SEZAM at its sole discretion. The Free Trial may be extended at OPEN SEZAM’s discretion. Notwithstanding any provision to the contrary, a Free Trial is provided “AS IS”. OPEN SEZAM MAKES NO REPRESENTATIONS OR WARRANTIES AND HAS NO INDEMNIFICATION OBLIGATION WITH RESPECT TO THE FREE TRIAL. OPEN SEZAM SHALL HAVE NO LIABILITY OF ANY KIND WITH RESPECT TO A FREE TRIAL, UNLESS SUCH EXCLUSION OF LIABILITY IS NOT APPLICABLE UNDER APPLICABLE LAW, IN WHICH CASE OPEN SEZAM’S TOTAL LIABILITY ARISING FROM OR RELATED TO A FREE TRIAL IS CAPPED AT 500 EUROS. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY IN SECTION 8 (“LIMITATION OF LIABILITY”), THE CUSTOMER SHALL NOT USE THE FREE TRIAL IN CONTRAVENTION OF APPLICABLE LAW AND THESE T&CS AND SHALL BE FULLY RESPONSIBLE FOR ANY DAMAGE CAUSED BY ITS USE OF A FREE TRIAL. ALL DATA AND CONFIGURATIONS ENTERED INTO THE CUSTOMER’S FREE TRIAL ACCOUNT MAY BE PERMANENTLY LOST AT THE END OF THE FREE TRIAL.

11.4 OPEN SEZAM reserves the right to modify and update these T&Cs without notice. Where applicable, the Customer will be informed of any changes to the T&Cs by the Partner. Use of the Solution and performance of the Services shall be subject to the T&Cs in effect at the time of use of the Solution or performance of the Services.

12. Definitions

12.1. “Purchase Order” means a purchase document provided to the Customer (by OPEN SEZAM or indirectly by an OPEN SEZAM Partner) that specifies the Solution and Services ordered by the Customer or one of its Affiliates.

12.2. “Customer” has the definition given to it in the Preamble.

12.3. “Malicious Code” means viruses, worms, time bombs, Trojan horses and other malicious codes, files, scripts, agents or programs.

12.4. “Customer Data” means all electronic data uploaded to the Solution or resulting from its use by or on behalf of the Customer.

12.5. “Effective Date” means the first date of access or use by the Customer of the Solution or Free Trial in any manner whatsoever.

12.6. “Documentation” means OPEN SEZAM’s user guides and any other documentation intended for the end user for the applicable Solution available on the Solution’s online help function, as may be updated by OPEN SEZAM from time to time, including, without limitation, materials available at https://www.opensezam.com.

12.7. “Term” means the duration of the subscription to the Solution, as specified in the applicable Purchase Order.

12.8. “Free Trial” means the provision of the Solution or a functionality that OPEN SEZAM makes available to the Customer to try at its discretion, and which is clearly designated as “beta”, “trial”, “pilot”, “free trial”, “evaluation”, “proof of concept (POC)”, or by a similar designation.

12.9. “Confidential Information” has the definition provided in Section 4.

12.10. “Partner” means a reseller, distributor or other authorized partner of OPEN SEZAM.

12.11. “Customer Support Policy” means technical assistance services (answers to questions and problems of the Partner / Customer’s Users in the context of using the Solution) and maintenance (acknowledgment, diagnosis and correction of incidents, excluding updates).

12.12. “Services” means implementation and configuration services provided by OPEN SEZAM in connection with the Solution, as agreed in a quote.

12.13. “Claim” means any claim, demand, lawsuit or proceeding brought by a third party.

12.14. “Affiliate” means any legal entity, directly or indirectly controlling, controlled by or under common control with one of the Parties, as provided for in Article L233-3 of the French Commercial Code.

12.15. “Solution” means the Identity Management (IAM/CIAM) and authentication solutions, published by OPEN SEZAM made available to the Customer pursuant to a Purchase Order.

12.16. “Support” means user assistance and maintenance services provided by OPEN SEZAM in accordance with the Customer Support Policy.

12.17. “Users” means persons (including non-human devices, such as applications or services) who are authorized to use the Solution, for which a subscription to the Solution has been purchased, which may include the Customer’s and its Affiliates’ employees, its consultants, its own customers, external users, third parties with whom the Customer does business, etc.