General Terms of Use – BtoB Growth.

 AKIDEL offers online email marketing automation services in SaaS mode on https://application.akidel.io/

The CUSTOMER wishes to use the services provided by AKIDEL as described in the special conditions appended to the general conditions of use.

The CLIENT, after having read their respective characteristics, wished to subscribe to the services offered by AKIDEL.

Object

The purpose of the general conditions of use is to define the legal conditions under which AKIDEL provides the services described in the Specific Conditions.

The provision of services is subject to the conclusion of Specific Conditions.

The Parties agree that the conditions defined under the general conditions of use are implemented and apply within the framework of the execution of the Special Conditions.

The same applies to any Special Conditions subsequently signed between the Parties and corresponding to new services requested by the CLIENT.

1° Definitions

In all contractual documents, the terms defined below shall be understood to mean the meaning of their definition:

SOLUTION: ONLINE APPLICATION? AKIDEL : https://application.akidel.io/ 

CAMPAIGN : Operation which consists in promoting a brand, a product or a service by means of a message via communication media.

RECIPIENT : Any natural or legal person receiving an electronic message on behalf of the CLIENT.

CONTENT : Any information or multimedia content contained in any database, electronic newsletter, model, message or other similar document provided by the CLIENT to AKIDEL to serve as a CAMPAIGN element.

DATA : Set of PERSONAL and NON-PERSONAL DATA.

PERSONAL DATA : Any information relating to a RECIPIENT defined as such by the Law of August 6, 2004 amending the Data Protection Act of January 6, 1978, including? in a non-exhaustive way: The complete electronic address of the RECIPIENT, composed of a user name and a domain name, separated by the character @, the surname and first name, the complete postal address of the RECIPIENT

NON-PERSONAL DATA : Any information relating to a RECIPIENT whose AKIDEL is aware of and does not meet the definition of "PERSONAL DATA" as mentioned in the Law of August 6, 2004 amending the Data Protection Act of January 6, 1978.

FILE : Any DATA (personal or not) or information including, but not limited to, a name, an e-mail address, a postal address and any related information, collected by a client and communicated by the RECIPIENTS who have consented to receive E-mail CAMPAIGNS of the CLIENT and/or its partners

BLOCKING MALFUNCTION : Any malfunction attributable to AKIDEL  making it impossible to use all development features

SEMI-BLOCKING MALFUNCTION : Any malfunction attributable to AKIDEL  only allowing the operation of the development for part of its functionalities

NON-BLOCKING MALFUNCTION: Any malfunction attributable to AKIDEL  allowing to continue the full exploitation of the development in all its functionalities, but by means of unusual procedures

DELIVERABILITY : Ability to send recipients whose address is valid emails to the inbox

2° Obligations of AKIDEL

• Provision of the AKIDEL solution

AKIDEL undertakes to make the SOLUTION available within the framework of a right of use. As such,AKIDEL  grants the CUSTOMER a personal, non-exclusive and non-transferable right to use the SOLUTION. This right is granted only within the framework of the use of the Services and for the duration of the Services.

This grant of rights does not entail the transfer of any intellectual property rights for the benefit of the CLIENT, AKIDEL  retaining full and entire ownership of the SOLUTION and the elements that compose it.

2.2 Provision of services general conditions of use (description in the Specific Conditions)

Given the nature of the Services and Services provided, it is expressly specified that the company AKIDEL  is bound by an obligation of means.

AKIDEL agrees to :

• Guarantee that the services comply with the specifications and services announced and can be used as such;
• Make every effort to ensure the permanence, continuity and quality of the services offered through

I? ONLINE APP, AKIDEL ; Consequently, AKIDEL  will endeavor to provide 24/7 server access

          Provide a technical support service, Monday to Friday from 10:00 a.m. to 5:00 p.m.;

• Provide the CUSTOMER with the computer access necessary for the use of the service(s) and in general will do everything possible to allow the normal use of the service(s) by THE CUSTOMER
• Ensure the control and maintenance of the ONLINE APPLICATION- AKIDEL
• Provide, where mutually agreed, professional services

AKIDEL reserves the right to exceptionally and briefly suspend accessibility to the services of the ONLINE APPLICATION, AKIDEL  for possible maintenance or improvement interventions to ensure the proper functioning of its services.

AKIDEL will inform the CUSTOMER, as far as possible, by email or via THE ONLINE APPLICATION, AKIDEL , the due date and deadlines for these interventions.

2.3 Provision of the maintenance service for specific developments

AKIDEL undertakes to provide a maintenance service on the developments delivered and hosted in the SOLUTION during the execution of the Present.

AKIDEL undertakes to carry out maintenance services from the date of signature of the contract or after the delivery of the development with diligence and in such a way as to disturb the CLIENT?s operation as little as possible.

The maintenance service is carried out on all the developments delivered by AKIDEL throughout the term of the contract or throughout the lifetime of the development.

As part of the maintenance service, AKIDEL undertakes:

• To correct any BLOCKING, SEMI-BLOCKING or NON-BLOCKING MALFUNCTION (or bug)
• To check or revise the hosting environment of the development carried out on behalf of the CLIENT
• To monitor the proper execution of developments and scripts delivered.
• To restore the development to good operating condition following an incident caused by a malfunction of the development, unless this incident is due to improper handling of the development.

More generally, AKIDEL ensures that the development and scripts covered by the contract are maintained in good working order.

Services that are not expressly included in the list above may be provided as additional services and invoiced in addition to the maintenance service.

Cannot be included in the maintenance under any circumstances:

• The developments necessary for the updating, the evolution of the development or the ONLINE APPLICATION
• Improving the functionality or performance of the development or ONLINE APPLICATION AKIDEL .
• The provision of new versions of the development or ONLINE APPLICATION AKIDEL

The aforementioned services will be the subject of a new estimate or contract.

Moreover, AKIDEL  will not be required to provide the maintenance service if, in general, the CUSTOMER does not respect his obligations under the contract.

In return for the services performed, the CLIENT will be invoiced at a flat rate at the start of each contractual period. Exceptionally and at the CLIENT's request, the development maintenance service may be invoiced monthly.

The cost of maintenance is invoiced according to the pricing in force in the special conditions.

2.4 Deliverability (E-MAILING module)

AKIDEL will endeavor to make every effort to ensure the best possible deliverability of the CAMPAIGNS, in particular by

• Monitoring of CAMPAIGNS in order to minimize the risk of blacklisting on the main Webmailers;
• A privileged relationship with the main Internet Service Providers (ISP) and a whitelisting agreement with some of them. In this context, the CLIENT undertakes to collaborate with AKIDEL  to maintain the best possible relationship with ISPs to enable email delivery from LA
• An evolution of the tools of AKIDEL to comply with standards and best practices in terms of deliverability.

3 CLIENT Obligations

The CUSTOMER agrees to:

• Use the service in accordance with the operating instructions provided by DIGITAL TALENT and will be solely responsible for the harmful consequences of a use not
• Communicate any difficulties to DIGITAL TALENT in order to allow them to be taken into account as quickly as possible
• Communicate the information requested or necessary for the execution of the
• Designate a contact manager with
• Use the customer request management system accessible via THE ONLINE APPLICATION DIGITAL TALENT, for all requests related to the services provided by DIGITAL TALENT. Requests that will not be issued via this interface will not be taken into account.

In particular, CLIENT employees will have access to THE ONLINE APPLICATION DIGITAL TALENT after authentication by entering their username and password provided by DIGITAL TALENT. The CUSTOMER agrees to keep these username and password secret and not to disclose them in any form whatsoever to persons other than those in charge of using the services provided by DIGITAL TALENT.

The CUSTOMER is solely responsible for the use of the username and password that DIGITAL TALENT will have transmitted to him. Any connection to the service or transmission of data made using a CLIENT password or identifier will be deemed to have been made by one of its employees. In the event of loss or theft of a password or an identifier, the CUSTOMER undertakes to notify DIGITAL TALENT, without delay, by electronic mail (E-mail).

DIGITAL TALENT reserves the right during the performance of the contract to change these identifiers and passwords for technical or security reasons. In this case, DIGITAL TALENT will inform the CUSTOMER of these modifications and will communicate to him the new username and password as soon as possible.

In addition, the CUSTOMER undertakes, and throughout the execution of the Present, to:

• Respect all the provisions of law n° 78-17 of January 6, 1978 as modified by the law of August 6, 2004, relating to data processing, files and freedoms.

And in particular without this list being exhaustive:

• To obtain the prior consent of persons who are to be canvassed by e-mail of an advertising nature;
• To authorize the RECIPIENTS to exercise, free of charge, their individual rights of access, rectification and deletion of information concerning them;
• Not to conceal the identity on whose behalf the communication is issued and to mention an object unrelated to the provision or service offered.
• To include a visible and effective unsubscribe link for all commercial electronic messages sent from the Platform DIGITAL TALENT
• Regularly update their FILE (taking into account requests for modification or deletion of PERSONAL DATA from RECIPIENTS)

In this regard, DIGITAL TALENT reserves the right to suspend the services of CUSTOMERS who do not respect, in any way whatsoever, the Data Protection legislation in force as well as the ethical rules dictated by DIGITAL TALENT and to require the CUSTOMER to comply with computer and freedom rules.

 

4 Intellectual property, and protection of FILES

• The CUSTOMER or companies specializing in the sale or rental of FILES, holders of the intellectual property rights to the FILE, retain full, full and exclusive ownership of the FILE transmitted to DIGITAL TALENT in the context of this intervention under Law No. 98-536 of July 1, 1998 transposing into the Intellectual Property Code Directive 96/9/EC of the European Parliament and of the Council, of March 11, 1996, concerning the legal protection of databases.

DIGITAL TALENT claims to have declared all of its activities, in accordance with the provisions in force of the Data Protection Act, under declaration n° 69.75.05.

DIGITAL TALENT is committed for the duration of the contract and within two years after its term.

• Not to disclose any PERSONAL DATA or considered as such contained in the FILE, except with the prior written authorization of the CUSTOMER
• Not to use the PERSONAL DATA of the FILE under any circumstances, totally or partially, for any purpose other than that of the CAMPAIGNS carried out by the CLIENT, without the prior written consent of the CLIENT
• To destroy the FILE, as well as any media and copies made as part of the processing and routing operations at the end of a maximum period of thirty (30) days after the termination of the contract
• ? The CUSTOMER acknowledges that the technology, the software, the services, the SOLUTON, the source code of the specific developments are the property of DIGITAL TALENT or its licensors and that DIGITAL TALENT owns all proprietary rights, including patent, copyright, trade secret and trademark rights of DIGITAL TALENT

The CUSTOMER has no rights in this regard, except those expressly granted herein. Nothing herein may be construed as limiting the right of DIGITAL TALENT to sell, license, modify, publish or otherwise use or distribute the SOLUTION, in whole or in part, to any other person.

The CUSTOMER acknowledges and accepts all product improvements and modifications made to the SOLUTION.

The CUSTOMER hereby assigns to DIGITAL TALENT all ownership rights to any improvements and modifications to the product created for him resulting from his request. The CUSTOMER acknowledges that DIGITAL TALENT owns all right and title in and to the routing domains and subdomains and that DIGITAL TALENT, express or implied, does not grant any right, title or other property whatsoever to the domains of DIGITAL TALENT. The CUSTOMER acknowledges and agrees that all trademarks of DIGITAL TALENT remain the exclusive property of DIGITAL TALENT.

Neither party may register or attempt to register any trade name, logo, trademark or copyright of the other party anywhere in the world except with the express written permission of the owner.

Upon termination of the Agreement, each party shall cease using the other party's trademarks, service marks and/or trade names, except as may be agreed in writing by the parties or as permitted by applicable law.

5 Compensation? Responsibility ? force majeure

• ? In accordance with common law, each party is liable vis-à-vis the other party for damages arising from its contractual obligations resulting from the Present.

The responsibility of DIGITAL TALENT is limited to the repair of direct damages suffered by the CLIENT.

DIGITAL TALENT shall not be liable for any special, consequential or incidental damages arising out of or in connection herewith, for loss of profits, loss of data or costs of acquiring substitute products or services, and even if said party has been informed the possibility of such damages.

Any action directed against the CUSTOMER by a third party (in particular its customers) constitutes indirect damage and therefore does not give rise to the right to compensation.

Moreover, DIGITAL TALENT cannot be held responsible for the consequences of the analyzes and actions carried out by the CLIENT based on the use of the SOLUTION and the Services.

DIGITAL TALENT cannot be held liable in the event of hacking, fraudulent intrusion or theft of data except in the event of non-compliance with the rules of the art commonly accepted in the profession resulting from an inexcusable fault on the part of DIGITAL TALENT

The CUSTOMER acknowledges:

• that he must carry out any checks before using the platform DIGITAL TALENT

That, because of the information brought to its attention in the context of the contractual documents, DIGITAL TALENT has fulfilled its advice and information obligations, particularly with regard to the characteristics and limits of the Services to which it has subscribed.

That the services provided by DIGITAL TALENT are subject to the contingencies of the Internet network (reliability, saturation) and the quality of the service provided by the ISP, the harmful consequences of which, with regard to the skills and qualifications of the personnel of DIGITAL TALENT are unpredictable. The responsibility of DIGITAL TALENT is thus limited to the hardware and software installed on its servers;

That he knows the Internet network, its characteristics, its limits, he agrees to bear the possibility of the existence of imperfections or unavailability of servers and networks

Given the nature and complexity of the technologies that are implemented, each Party acknowledges that the SOLUTION and the Services cannot be free from Anomalies, failures, interruptions and unavailability. In the event of incidents resulting from elements under the responsibility of one of the Parties, the other undertakes to inform the latter, which undertakes to make its best efforts to remedy them.

In addition, the CLIENT acknowledges that:

• DIGITAL TALENT is a passive intermediary for the distribution of the CONTENT of the messages and that DIGITAL TALENT has no obligation to study the CONTENT to determine whether it may give rise to any liability to third parties;
• DIGITAL TALENT can not be responsible for the data collection methods used by CUSTOMERS and the use of the FILES made by them;
  • ? In the event that the responsibility of DIGITAL TALENT would be engaged and ultimately retained, DIGITAL TALENT can only be held liable for direct damages resulting from a proven fault. In this case, the damages due will be capped at an amount equal to the sums paid by the CLIENT for the period of three (3) months preceding the event or events that caused such a situation.

DIGITAL TALENT guarantees the CUSTOMER against any action for infringement with regard to the elements of the Services and the SOLUTION implemented or provided by him in execution of the general conditions of use.

The CLIENT must indemnify and release DIGITAL TALENT from any liability for any cost, loss, liability and expense, including all court costs, expenses and attorneys? fees that DIGITAL TALENT may sustain, suffer or incur for any reason arising out of or arising out of any legal action, suit, arbitration or other claim filed by any third party, whether commenced or suspected, arising out of or as a result of any message from the CUSTOMER containing:

1. Any information contrary to public order and good morals to the legal provisions in force regulating communications and correspondence.
2. Any unlawful, threatening, abusive, defamatory, obscene, pornographic, profane or otherwise objectionable material, including, without limitation, any transmission constituting or encouraging what would constitute a criminal offense would involve civil liability or otherwise violate any local, national law Or
3. Any misleading or misleading information or distorted presentation with regard to the products or services offered by the CLIENT or its
4. Any letter that is part of an illegal pyramid-like chain or scheme.
5. Any information, audio, video, graphics, software or other work in violation of the copyright, trademark or intellectual property rights of any other person
6. Any other misleading information that would imply the affiliation or sponsorship of a natural or legal person other than the CLIENT or its customers without the written consent of said natural person 
7. Any information delivered to anyone who has not given the CUSTOMER their prior consent to receive communications by e-mail.
8. If the CLIENT does not respond to the complaints or requests sent by the RECIPIENTS 
9. Any other violation by the CUSTOMER of the general conditions of use
   • ? Force majeure & general conditions of use

In accordance with the provisions of Article 1148 of the Civil Code, each of the parties will be released from all liability if the non-performance of its obligations results from a case of force majeure, within the meaning of the case law in force.

In the presence of a case of force majeure, the parties will provide their best efforts to continue the contract.

The case of force majeure suspends the obligations arising from this contract for the duration of its existence. However, if the case of force majeure had a duration of existence greater than thirty (30) consecutive days, it would give rise to the automatic termination of this contract by one or other of the parties eight (8) days after sending a registered letter with acknowledgment of receipt notifying this decision.

6 Confidentiality

The CUSTOMER and AKIDEL undertake to keep confidential for the duration of the contract and after termination of the contractual relationship the information and documents concerning the other party of any kind whatsoever and in particular ? without limitation? economic or technical to which they could have had access during the performance of the contract, unless otherwise authorized by the other party.

AKIDEL undertakes not to disclose or exploit the CAMPAIGNS carried out by the CLIENT for a use other than that covered by these presents, without the prior consent of the CLIENT.

ONLINE APPLICATION features, interfaces and processes AKIDEL constitute the intellectual property of AKIDEL and are protected as such.

The two parties will therefore take, vis-à-vis their staff, all the necessary measures to ensure, under their responsibility, the secrecy and confidentiality of all the information and all the documents that have been transmitted. This clause does not apply to information which is in the public domain or which would have been brought to the attention of one of the parties before the performance of the services.

However, the CLIENT expressly authorizes AKIDEL to mention its name as well as its logo, its brand in its list of commercial references. In addition, the CLIENT acknowledges that the company AKIDEL has the possibility of revealing to third parties the existence of this contract and of all or part of the mission entrusted to it.

It being understood, however, that for any commercial promotion operation or for any use mentioning information of a commercial, industrial, technical or financial nature communicated by the CLIENT, or of which he would have become aware during the execution of this contract, AKIDEL undertakes to request authorization from the CLIENT who will grant or refuse it.

This request for authorization takes place by any means. The CUSTOMER has a period of fifteen (15) days from the request for authorization to give his agreement or refuse. In the absence of a response from the CLIENT at the end of this period, he is deemed to have accepted.

AKIDEL is prohibited from making any other use than that mentioned above and in particular from transmitting this information to a third party, whether free of charge or for a fee.

7 Miscellaneous – general conditions of use

Assignment

The Contract may not be the subject of a total or partial transfer, transfer to another company without the prior written consent of the other party.

Amendment

AKIDEL reserves the right to modify the general conditions of use and the applicable prices at any time. The general conditions of use will come into force as of their posting on the SOLUTION. For the general conditions and/or the modified prices, they will come into force after their notification to the CUSTOMER and his acceptance.

Relations between the parties

The contract shall not be construed as creating a joint venture or the relationship of principal and agent between the parties, nor imposing on the parties any obligation for any loss, debt or other obligations borne by the other party, except as expressly stipulated. herein.

Dispute, applicable law and attribution of jurisdiction

In the event of a dispute relating to the execution or interpretation of the clauses of these conditions, the parties will endeavor to resolve amicably any disputes that may arise between them.

In the absence of an amicable agreement, the contract is subject to French law. Any dispute relating to the interpretation, execution and termination of the contract will be submitted to the Commercial Court of Paris.

These presents constitute and contain the entire agreement between the parties with respect to the subject matter hereof and supersedes any previous oral or written agreement. The Special Conditions, the appendices the price list, supplement the present general conditions of use of Sale and are inseparable from them. However, in case of contradiction, the Special Conditions prevail.

Each party acknowledges and agrees that the other party has made no representation, warranty or agreement of any kind except as expressly provided herein.

Terms of Service.

Registered Address :

Digital talent
4 Rue Virginie Ghesquière
Lille? 59000