IT IS FIRSTLY RECALLED THAT :
The vendor specializes in Web Analytics innovation. It has developed an IT solution, consisting in a data processing tool for Google Analytics and AT Internet, named "MAZEBERRY EXPRESS" (hereafter named "the Solution"). The Vendor sells access to the Solution, available remotely from the Internet. The Customer, for its own use, wishes to resort to this external IT solution allowing it to carry out marketing analyses.
The following are the terms and conditions (the agreement) for use of the Solution described herein and provided by LEMAY INNOVATION SAS (also referred as Mazeberry). They constitute a legal agreement between Mazeberry (the Vendor) and the Customer (also referred as the User) as defined below, hereafter named individually “Party” or collectively “the Parties”. Please read them carefully.
These Terms of Service governs the use of the Solution, complementary plug-ins, specific developments, training programs and any other materials made available through Mazeberry’s website, located at www.mazeberry-express.com (the website), all as may be updated by Mazeberry from time to time at its discretion. For the purpose of this agreement, the Customer means the company, organization or individual that is purchasing a subscription to the service.
Mazeberry has the right to change the terms of this agreement, the Users are invited to consult on a regular basis.
If the Customer is entering into this agreement on behalf of a company or other organization, he hereby warrant and represent that he is authorized to enter into this Agreement on behalf of such company or other organization.
THEREFORE, THE FOLLOWING HAS BEEN AGREED :
ARTICLE 1 – PURPOSE OF THE AGREEMENT
The purpose of the Agreement herein is to define the terms and conditions under which the Vendor offers the Customer remote access to the Solution on the Internet, at the following address: www.mazeberry-express.com.
ARTICLE 2 – REGISTRATION AND ACCESS TO THE SOLUTION
Access to the Solution is dependent on registration to the Solution and payment of the price by the Customer. Registration terms are such as follows: the Customer creates one and only one User Account for all the employees. The Customer is then granted access codes. Sign-in is dependent on Access Codes, which are a login and a password. Access can be made from a computer. The Customer bears full responsibility for its Internet access.
ARTICLE 3 – PRICE AND PAYMENT TERMS
ARTICLE 3.1 – PRICE FOR THE INSTALLATION OF THE SOLUTION
Should installation fees apply, then the details shall be specified in the article 17 of the Agreement herein. Should the case arise, the Customer shall not be charged or billed any installation fee.
ARTICLE 3.2 – PRICE FOR THE USE OF THE SOLUTION
Regarding the use of the Solution, the Customer takes out a monthly subscription: please consult the details in article 17 of the document herein. In case of a flat subscription limited to a defined number of conversions, the unused rights shall in no case be postponed.
The Customer also has the possibility to subscribe to complementary plug-ins, specific developments or training programs according to the fee proposed on request to the Vendor.
ARTICLE 3.3 – PAYMENT TERMS
Payment of each monthly installment shall be the subject of a bill which shall be sent by email to the Customer. Payment of the bill shall be made according to the terms defined in article 17 of the contract herein.
ARTICLE 4 – DURATION
The Contract herein is concluded for a duration defined in article 17 of this document, starting from the date of subscription by the Customer to the Solution (Start of the Agreement defined in article 17). From the moment the Customer subscribes to the Solution. Within a day before the end of the Agreement, the Customer has the possibility to terminate the Agreement directly from the account manager area, failing which this Agreement shall be renewed by tacit agreement for a duration identical to the Agreement herein.
ARTICLE 5 – VENDOR OBLIGATIONS
ARTICLE 5.1 – BACKUP COPIES
The Vendor pledges to do complete backup copies of the Customer's data on a daily basis. These data are kept by the Vendor for the entire duration of the Agreement, starting from the moment they are recorded. They shall be automatically deleted by the Vendor after time. It is the Customer's responsibility to take adequate measures for any extra duration of data keeping.
ARTICLE 5.2 – CUSTOMER DATA CONFIDENTIALITY AND SECURITY
Generally, the Vendor pledges to carry out any technical means, depending on the state of the technology, to keep Customer data their integrity, security and confidentiality. Confidentiality of the exchanges between the Customer's systems and the Vendor's servers is ensured by the SSL protocol with a 256-bit key.
ARTICLE 5.3 – HELP DESK
The Vendor provides a help desk service to assist the Customer in the difficulties it could meet when using the Solution. This service is accessible under the following terms: from Monday to Friday, 9am to 6pm (in PARIS), by contacting: email assistance email@example.com or by phone +33 3 66 72 80 24. This help desk can by no means be used to solve problems related to Internet access, devices or the Customer's IT configuration which remain of his entire responsibility.
ARTICLE 5.4 – MODIFICATIONS
In addition, the Vendor reserves the right to carry out modifications in the design, operating procedures, technical specifications, systems and any other feature of the Solution, at any moment and without preliminary notification.
ARTICLE 5.5 – HOSTING
The Vendor takes charge of the hosting for the Solution and the Customer's data in conditions of safety of access and of premises according to the state of the art. All hardware and servers used to host the Solution and Customer data are housed in a white room answering regulatory constraints applicable for electrical, heat, hygrometric, water damage, theft and trespassing safety.
ARTICLE 5.6 – MAINTENANCE
The Vendor takes charge of the maintenance of the Solution so as to allow for its durability and availability within its best efforts.
ARTICLE 5.6.1 – Corrective maintenance
Corrective maintenance services consist in the rectification or, by default and as an exception, a workaround for any fault or bug that would appear in the conventional use of the Solution. The Vendor pledges to correct any fault, by identifying the fault and then carrying out the correction. The update delay shall be notified to the Customer by the Vendor as soon as identification has been made.
ARTICLE 5.6.2 – Upgrade maintenance
The Customer automatically benefits from any update carried out by the Vendor on the corresponding version used by the Customer. Upgrade maintenance does not include new features for the Solution, in the sense of features which would be new to the solutions initially used.
ARTICLE 6 – CUSTOMER OBLIGATIONS
ARTICLE 6.1 – CHECKING COMPATIBILITY OF THE SOLUTION
The Customer assures that before accepting the agreement herein, it has acquainted itself with the Solution's technical features and safety measures, as well as the prerequisites needed before using the Solution.
The Customer also assures that it has chosen the Solution as perfectly adapted to its needs, and that remote use will be possible from the devices at its disposal, in particular from its query software (browser) or its means of connection.
The Customer is informed that display is optimized for the following browsers: Google Chrome (version 11 and higher), Mozilla Firefox (version 3.6 and higher), Internet Explorer (version 7.0 and higher). In case of incompatibility with other versions, the Customer pledges to update its own query software (browser) or his means of connection.
ARTICLE 6.2 – ACCESS CODES
It is stated that access to the Solution is secured so as to protect all Customer data which could travel through the systems accessible while using the Solution, and protect them permanently from third parties or other users with no authorization of access. Access codes are individual and confidential. They can only be changed upon request from the Customer or on the initiative of the Vendor provided the Customer is informed beforehand. In case of loss or theft of the codes, the Customer pledges to modify the password or ask for it to be regenerated according to the procedure carried out by the Vendor, allowing it to recover its access codes as soon as possible. It then shall receive new access codes. Please refer to technical support for password regeneration.
ARTICLE 6.3 – USE OF THE SOLUTION
The Customer also pledges to use information about the Solution it is provided only for its own needs and in the purpose defined in the agreement herein, and in strict compliance with technical and security norms. The Customer pledges not to develop or offer for sale the Solution presented in the Agreement herein, or products likely to compete with it.
ARTICLE 7 – RIGHTS OF USE GRANTED ON THE SOLUTION
The Solution made available to the Customer from the Vendor imperatively has to be used in the conditions described hereafter. It should be recalled that the Customer benefits from a non-exclusive right of use on the Solution put at his disposal, which categorically excludes the possibility to reproduce all or part of the Solution on a permanent or temporary basis.
ARTICLE 8 – INTELLECTUAL PROPERTY
The Vendor grants to the Customer a personal, non exclusive, non assignable and non transferable right of use for the Solution, for the entire duration of the Agreement and all over the World. The Customer thus pledges not to undermine the Vendor's intellectual property rights and in this capacity is forbidden from reproducing any element protected by an intellectual property right, if it has not previously been given express permission.
ARTICLE 9 – CUSTOMER DATA PROCESSING
ARTICLE 9.1 – DATA OWNERSHIP
The Parties agree that data processed, used, hosted, saved or stored by the Vendor on behalf of the Customer or on the initiative of the Customer are and remain the Customer's property.
ARTICLE 9.2 – PERSONAL DATA
Regarding personal data gathering and/or processing and communication, the Parties pledge to respect regulations applicable to the processing of such data, especially legal provisions from French act n° 2004-801 dated August 6th 2004 relative to the protection of natural persons regarding personal data processing, modifying act n° 78-17 dated January 6th 1978 relative to computing, files and liberties. Nominative data concerning the Customer are subject to automatic processing by the Vendor, declared to CNIL (French agency for the defense of individual liberties) under number 1501523. In conformity with provisions from article 27 of the act entitled Computing and Liberties dated January 6th 1978, the Customer has the right to access, modify, correct and even delete personal data that would be irrelevant, incomplete, equivocal or obsolete, and also the right to refuse that its personal data be collected, for a legitimate reason. This right can be exercised by contacting support at: firstname.lastname@example.org. The Vendor pledges not to transfer Customer data to third parties. The Customer remains in charge of the declarations to his local agency for the defense of individual liberties, regarding personal data processing it carries out.
ARTICLE 10 – CONFIDENTIALITY
Each Party pledges to consider as confidential, and not reproduce or disclose, other than when precisely specified in the Agreement, the data it has been given by the other Party so as to prepare and carry out the Agreement, and which because of their technical, commercial or financial nature should be considered as confidential, containing elements which are not publicly disclosed and/or strictly confidential to the concerned party. The obligations of the Parties regarding confidential data shall remain in effect for the entire duration of the Agreement and after it has ended as long as the concerned data remain confidential for the Party disclosing them, and in any event for a period of 5 years after the Agreement has ended.
ARTICLE 11 – WARRANTY AND RESPONSIBILITY
The vendor guarantees that it is granted every right of intellectual property allowing it to enter into the Agreement herein, and that in this capacity it guarantees that the Solution is not a counterfeit version of a preexisting work of any kind. As for the Customer, it pledges to immediately notify the Vendor of any counterfeited equivalent of the Solution it would know of, the Vendor being free in this case to take any measure it would deem appropriate. The Vendor is only bound by its best efforts, as for the obligations herein. The Customer is warned about the technical hazards inherent in the Internet and access shortages that it can entail. As a consequence, the Vendor shall not be held responsible for potential unavailability or slowness of the Solution. The Vendor is not in a position to guarantee the continuity of the Solution, accessible remotely via the Internet, and the Customer acknowledges this. In any case, the Parties agree that the total sum which could be at the expense of the Vendor if held responsible in any way, shall be limited to the sum effectively paid by the Customer to the Vendor in application of the Agreement herein. The Customer guarantees the Vendor of the consequences, complaints or actions which could be brought against the Vendor in this respect.
ARTICLE 12 – TERMINATION
In case of anticipated termination by the Customer during the trial run, the sum paid remains due to the Vendor. Once the trial run is over, and in case of anticipated termination by the Customer, the entire sum due in relation to the Agreement herein remains due to the Vendor. Termination of the Agreement for any reason involves that the Customer will not be able to have any access to the Solution as from the date of effect of the termination.
ARTICLE 13 – ENTIRE AND INDIVISIBLE AGREEMENT
The Agreement herein represents the full and complete arrangement between the Parties. If a provision in the Agreement herein was declared inapplicable for any reason, the other provisions of the Agreement herein shall remain in force, and the inapplicable provision shall be modified insofar as possible and in the limits authorized by Law to suit as much as possible the same intention and the same economic effect as the original provision. No indication, no document can entail obligations under the Agreement herein, if they are not set out in an amendment signed by both Parties.
ARTICLE 14 – CONSENT OF THE PARTIES
The consent of the Customer is considered as free and perfect, and constitutes an agreement from the moment the Customer has subscribed to the Solution and accepted the Agreement herein by checking the box “I agree to the Terms of Service”, completing the registration process and/or using the service. As a consequence, the Agreement is considered as formed between the Parties.
ARTICLE 15 – APPLICABLE LAW AND COMPETENT COURTS
The Agreement herein and the resulting contractual relationship between the Vendor and the Customer are governed by French Law and shall be interpreted in accordance. So as to find a negotiated solution to any dispute that could arise in performance of the Agreement, the Parties agree to meet within thirty days upon receipt of a registered letter with acknowledgement of receipt (French “lettre recommandée avec demande d'avis de réception”) notified by one of the Parties. If upon expiry of a new thirty-day delay the Parties could not reach a compromise or a solution, the dispute should then be brought before the competent courts in the city of Lille, France.
ARTICLE 16 – CUSTOMER REFERENCES
By becoming a customer of the Vendor, the Customer accepts that the Vendor mention its name and logo as customer of the Vendor. This mention can appear on the sales and communication supports of the Vendor, as well as on its websites (www.mazeberry.com and www.mazeberry-express.com).
ARTICLE 17 –OFFER DETAILS
The detail of our offers is available on request. Feel free to contact us via de contact form.
The Customer chooses the method of payment during the online subscription enrollment process.
Prices displayed in euros are duty-free while prices displayed in dollars include all taxes.
The offer, whether free or not, is limited to a number of guaranteed scenarios per analysis. Guaranteed means that the time for processing and display is acceptable. For any request that needs more than 15,000 scenarios per analysis, Mazeberry offers suitable and custom‑built solutions corresponding to a price list available upon request at email@example.com
If User fails to pay any subscription fee when due, or otherwise commits a material breach of this Agreement, Mazeberry may terminate this Agreement, and User’s access to the Solution, upon ten (10) business days prior, written notice to User, unless User pays such fee or cures such breach within such ten (10) business day period. Notwithstanding the foregoing, Mazeberry shall have the right to immediately terminate this Agreement and User’s access to the Dashboard.
Last Update : January, 7th 2014