General conditions of service
These general terms and conditions of service (hereafter the "GTCS") are offered by the company OWNPAGE Technology SAS (hereafter known as the "Company"), a joint simplified stock company with a registered capital of €2068.20, listed in the Trade Registry (RCS) of Paris as number 827 903 774, headquartered at 19 Avenue d'Italie 75013 Paris, France.
1. SCOPE AND ENFORCEABILITY OF THE GTCS
The purpose of these GTCS is to define all of the terms and conditions under which the Company enables its professional Clients (hereafter the "Client") acting within the scope of their commercial, industrial, freelance, or agricultural activity, to subscribe to services marketed by the Company (hereafter the "Services") via the website http://www.ownpage.fr (hereafter the "Website").
The Client states that it has reviewed and accepted these GTCS before placing its order. Validation of an order by the Client entails acceptance of these GTCS.
These GTCS may be updated at any time by the Company, but the version which applies to the Client shall be the one in effect at the time it places an order on the Website.
2. SUBSCRIBING TO SERVICES
In order to place an order for Services on the Website, the Client must first have created a login account on the Website.
It is the Client's responsibility to maintain the confidentiality and security of its logins to the Website. The Client must immediately inform the Company of any unauthorized use of its identifiers. The Company may not be held liable for any loss or damage resulting from the Client's inability to protect its logins.
The Client shall have access to a summary of its order before approving any subscription. After accepting the GTCS and approving the order with an obligation to pay, the contract is fully entered into between the Company and the Client, and irrevocably binds them.
3. MEMBERSHIP AND FINANCIAL CONDITIONS
The Services are granted free of charge, with usage limits. Removal of the usage limits requires payment of a monthly membership, whose fees and the terms for calculating them are sent to the Client when it places its order on the Website.
The Company reserves the right to terminate the contract and suspend the supplying of Services in the event that the Client misses a payment date.
Any failure or delay in paying shall automatically entail enforcement of late penalties equivalent to the rate published by the European Central Bank at its most recent main refinancing operation, plus ten (10) points, starting from the day that follows the due date on the invoice. The Company shall also be entitled to apply a minimum flat rate of €40 for collection fees, without prejudice to its other rights, particularly those for actual costs paid for that purpose, as well as any harm thereto appertaining.
The Client may at any time inform the Company of its desire to terminate its membership at no cost. The termination, however, shall take effect on the end date of the current membership; no refunds will be given. A registered Client may not be refunded for a payment cycle that has already begun.
4. CLIENT'S OBLIGATIONS
The Client agrees to adhere to the terms of these GTCS in the course of using the Services. The Client agrees to collaborate with the Company and send it all information requested by the Company as part of the performance of the Services.
To that end, the Client is responsible for the accuracy of the information and content needed to set up the Services and communicate them to the Company in due time.
In the course of using the Services, the Client is also prohibited from:
- Opening more than one Client account or opening an account that pretends to be a third party,
- Using the Services in order to communicate content infringing the rights of third parties, particularly intellectual property rights and personal data privacy rights,
- Use the Services in order to communicate inappropriate content (that which is illegal, offensive to human dignity, or sexual, defamatory, injurious, or racist in nature, or any other content that could cause the person publishing it to be held liable for civil or criminal penalties),
- Use the Website and/or the Services for any fraudulent or illegal purposes,
- Use the software or other automated processes in order to perform indexing, explore or extract data belonging to the Company.
- Use email address bases that do not return a valid address ("hard bounce").
If for any reason the Company believes that the Client is not following these GTCS, particularly the obligations listed in this article, the Company may at any time, at its sole discretion, delete, limit, or suspend its account and take any legal measures against it.
5. SUPPLY OF SERVICES
Before using the Service, the Client must ensure that it has the technical and computing resources that will enable it to use the Service, and should ascertain that the computing configuration of its hardware/equipment is in good condition and contains no viruses.
The Company makes its best efforts to ensure that the Client is supplied with the Services 24/7, under optimal conditions. It may not however in any case be held liable if the Services are interrupted due to Internet outage, bugs, or operational errors that make it impossible to perform the Services. The Services may also be temporarily interrupted for maintenance tasks.
The Company may not be held liable if the non-performance of the Services is due to the actions of a third party that lies beyond its involvement.
6. INTELLECTUAL PROPERTY
The Company remains the sole owner of all items made available to the Client in the course of supplying the Services (such as texts, images, photographs, logos, computer code, etc.) which are protected by intellectual property rights. All rights that are not expressly granted to the Client for these GTCS are reserved for the Company.
Any extraction, reproduction, representation, adaptation, modification, translation, transformation, release, or integration into other hardware, decompiling, or commercial or other exploitation of all or some of the aforementioned items, as well as of the data and databases belonging to the Company, is strictly prohibited.
Provided that these GTCS are adhered to, the Company grants the Client a right to access and use the items reproduced during the term of this contract. for personal use and for reasons that match its purpose.
The content provided to the Company by the Client, or created by the Client and needed to provide the Services, remain its property and lies solely under its own liability. The Client nonetheless grants the company a worldwide right to use said content for the duration of the subscriptions to the Services. This usage right nonetheless includes the right for the Company to reproduce, represent, adapt, translate, digitize, use, or sub-license the content regarding the registered Client (information, images, description, search criteria, etc.), in any medium (particularly by e-mail) and general speaking, in any electronic communication medium (e-mail, SMS, MMS, Internet).
The Client that subscribed to the Services also expressly authorizes the Company to modify said content in order to adhere to the style guide of the communication media mentioned above and/or make them compatible with its technical performance or the media formats in question.
The Client recognizes that the content that it publishes in which will be accessible via the Website will not harm the rights of third parties and is compliant with applicable regulations, and that it is authorized to reproduce them and/or distribute them to the public over the Internet. To that end, the Client guarantees the Company against all complaints, property claims, and legal or extralegal actions related to the aforementioned content, and agrees to fully compensate the Company for all expenses and losses that may be caused to the Company as a result.
This Contract may not be interpreted as in any way limiting the Company's ability to perform services identical or similar to those provided under this Contract, nor its ability to exploit its intellectual property rights or its expertise, tools, or methods whether pre-existing and/or acquired in the course of the Contract for the benefit of third parties.
7. THIRD-PARTY LINKS
In the course of providing the Services, the Company may end up aggregating links to websites and other services that are neither published nor controlled by the Company, which may not be held liable for the operation, content, or any item present on or obtained via those websites.
Including such links or references to any information, articles, or services provided by a third party may not and must not be interpreted as express or tacit approval by the Company, of either those websites or their content.
As a reminder, the Client alone is liable for the publication, operation, and communication of all deliverables and content produced by the Company and provided to the Client in the course of performing the Services.
The Company may not be held liable unless it is proven to be exclusively at fault in causing the damage. To that end, it should be noted that the Company may not be held liable for any act or item over which the Client or a third party (except subcontractors of the Company) holds responsibility. Regardless of the basis of the claim, the Company's liability for any damage, including for any replacement, corrective measure, reimbursement, or price discount or enforcement that may be requested by the Client and/or ordered, is limited, all incidents combined, to the amount exclusive of tax deposited by the Company under this contract during the six months preceding the one during which the liability-generating event took place.
It is understood that this limitation is for all incidents combined, and as such is considered to exclude any amount related to prior liability-generating events. The Company may not be held liable for any violation of its obligations resulting from an event beyond its control, in particular failures of computer hardware or electrical equipment, or incidents on or failures of telecommunication networks. As the performance of the Contract is based on use of the Internet, the Client recognizes that the Company cannot ensure (i) that the Internet will operate properly, nor as such the absence of outages or degraded service, (ii) the absence of any risk of intrusion, hacking, or contamination by computer viruses.
The Company may not be held liable for indirect damage such as, in particular, loss of contracts or customers, loss of operation, interruption of service related to the use of the Services, financial losses stemming from time spent remedying the observed breach, harm to brand image, and loss or corruption of data and/or files. Any harm suffered by a third party is considered indirect damage. The Client alone is responsible for ensuring that the provided content and deliverables comply with the regulations in force, for the information and instructions given to the Company, and for all third-party authorizations that may be needed for the purposes of providing Services.
If the Company violates its contractual obligations, the Client has a period of one (1) year starting with the Client became aware of such violation, to hold the Company liable.
9. CONFIDENTIALITY/BUSINESS REFERENCES
The parties agree to consider all commercial, financial, and technical information related to the other party collected or communicated during the performance of the contract, regardless of its medium, to be strictly confidential and to treat it as such.
All information known to the public is deemed non-confidential. The parties agreed to not disclose or allow to be disclosed, either directly or through an intermediary, in whole or in part, the other party's confidential information, to any third party whatsoever, except for employees and/or subcontractors that need to know the information for the performance of their obligations.
Each party agrees to return to the other party, provided that its obligations have been performed perfectly, all documents or other materials containing confidential information as well as all reproductions thereof.
The Company is authorized to use the Client's distinctive marks as Client references in its advertising or promotional materials.
10. PERSONAL DATA
Under this contract, each party is required to adhere to all obligations for personal data protection, including, but not limited to, the General Data Protection Regulation (EU) 2016/679 of the European Parliament ("GDPR") as well as any national law that applies to the collection of personal data.
Under this Contract, the Client shall act as data controller for the personal data processing operations, and the Company as the data processor authorized to process, on behalf of the Client, the personal data needed to provide the Services.
Personal data that may be processed during the term of the contract by the Company includes:
- The Client's email address
- The email addresses of the Client's prospects
- The Website's usage statistics by the Client and by the Client's prospects
- The list of email addresses that clicked on newsletters
The categories of people involved are as follows: The Client and the Client's prospects
The purposes of the processing are:
- Sending newsletters to the Client's prospects
- Sending transactional or marketing emails to the Client
- Producing statistics about the Services
- Producing statistics about the Website
- Tracking the Client's use of the Services
- Tracking the use of the Services by the Client's prospects
- Answers to any questions/complaints
The personal data is hosted in the European Union. The Company agrees to process the personal data only for the aforementioned purposes and in accordance with the Client's document instructions, which the letter agrees to communicate to the Company when it enters into this contract. If the Company believes that an instruction constitutes a violation of the GDPR or the applicable regulations regarding personal data protection, it shall immediately inform the Client of this.
Generally speaking, the Parties must take all appropriate technical and organizational measures to ensure the confidentiality of the personal data and protect it from all accidental or illicit destruction, accidental loss, deterioration, and unauthorized release or access, particularly during the process of transmitting data over a network, and against all illegal processing. To that end, the Parties particularly agree that the people authorized to process the personal data agree to ensure the confidentiality or are subject to an appropriate privacy obligation.
The Client is responsible for providing all of the information required under the GDPR or the applicable regulation related to personal data protection to the people affected by the processing operations at the time the data is collected. When the affected people request to exercise their rights with the Company, the Company must send those requests to the Client by e-mail once they are received.
The Company must notify the Client of any violation of personal data within 48 hours after learning of it. This notification shall be accompanied by all useful documentation in order to enable the Client, if necessary, to report that violation to the personal data privacy authority with territorial jurisdiction. The Company may also help the Client carry out its data protection impact studies or respond to earlier consultations of the data privacy authority with jurisdiction.
The parties must adhere to, at a minimum, the following measures in connection with the security of all personal data saved in electronic form:
- access to all personal data shall be limited to people who need to access that data in order to provide the services and shall be protected by all appropriate means such as, for example, encryption, the use of a password, and user authentication mechanisms;
- ensuring that they possess appropriate backup and post-incident recovery systems that enable them to declare any incident no later than 72 hours after being informed of them, to restore or enable the restoration of data in the event of corruption or loss;
- the data may not be used by the Parties or by any of their employees, agents, or representatives in any way other than for the purposes of performing the Contract, with it being understood that the parties shall be responsible for the compliance of their employees, agents, and/or representatives with their obligations arising herefrom;
- establishing a procedure to test, access, and regularly evaluate the effectiveness of the organizational measures taken to secure the data.
The Company shall provide the Client with the documentation needed to demonstrate adherence to all of its obligations and to enable the conducting of audits, including inspections, by the Client or another order that it has mandated, and contribute to those audits.
The Company is also authorized to enlist the cloud computing services of Amazon Web Services (the "sub-processor") in order to host the personal data. The Company is responsible for ensuring that the sub-processor has the same sufficient guarantees with respect to the implementation of appropriate technical and organizational measures such that the processing meets the requirements of European data privacy regulations. If the sub-processor does not meet its data privacy obligations, the Company remains fully liable to the Client for the performance of its obligations by the other subcontractor.
11. GENERAL PROVISIONS
This contract is entered into on a personal basis with the Client, and may not be transferred or conveyed, whether for free or for remuneration, to a third party. The Company reserves the right to subcontract and/or transfer or convey its rights and/or obligations under the contract.
11.2. No waiver
If either of the parties fails to claim a violation by the other party of any of its obligations under the contract, this shall not be interpreted as waiving its rights to enforce that obligation.
If one or more of the provisions of these GTCS are made illegal or inapplicable or considered such in application of a law, regulation, or final legal decision, they shall be deemed void, and the other provisions shall remain in force.
11.4. Independence of the parties
Each of the parties is entering into this contract as an independent contractor and not as an agent or partner of the other party. Neither of the parties may claim authority to represent the other party before any third party.
11.5. Entire contract
These GTCS express the entirety of the agreements between the parties regarding its subject matter, and override and replace any earlier document or agreement between the parties.
12. APPLICABLE LAW AND ASSIGNMENT OF JURISDICTION
These GTCS are governed and interpreted in accordance with French law, without regard to principles of conflicts of laws.
In the event of any dispute that may occur in interpreting and/or performing these GTCS or in connection with them, the parties shall strive to reach an amicable settlement, and shall submit their dispute to a conventional mediation procedure or any other alternative dispute-resolution method.
In the event of a dispute between the parties as to the validity, interpretation, or performance of the Contract, and if no amicable settlement is reached between the parties, so jurisdiction is assigned to the Tribunal de Commerce de Paris, however many defendants or the whether third parties are involved, even for emergency or interim proceedings.