Voir les Conditions Générales de Contribution
This agreement is entered into between:
ITESOFT, hereinafter referred to as "ITESOFT", a public limited liability company. Our registered office is located at Parc d’Andron – Le Séquoia – 30470 Aimargues, France. We are registered at the Registry of Commerce and Companies of Nimes, France, under reference number 330 265 323,
any natural or legal person, by private or public law, that wishes to use the WEB MODELER.
Hereinafter referred to as "the User".
Hereinafter collectively referred to as "the Parties".
ITESOFT has the right to grant an access to an application named WEB MODELER.
Hereinafter referred to as "the Application".
FIRSTLY, IT IS RECALLED THAT:
ITESOFT is a software publishing company that publishes computer systems development support tools.
It publishes the WEB MODELER Application, a design and software production web platform.
The User has expressed their desire to gain access to the Application proposed by ITESOFT, to enable him to produce design models, automatically generate code from these models and host models.
The Application is proposed to the User in a SaaS mode with different features, some are free and some are paid.
IT IS THUS AGREED AS FOLLOWS:
ARTICLE 1 - PREREQUISITES
To access the Application, the User has familiarised himself with the prerequisites, namely, that the Application requires access, by the User, to a telecommunications network.
ARTICLE 2 - PURPOSE
The purpose of this agreement is to determine the supply and use terms of the Application proposed by ITESOFT to the User.
The User acknowledges having verified the adequacy of the Application to their needs and having all the information and advice required to subscribe to this undertaking with full knowledge of the facts.
The purpose of this agreement is to define the legal, technical and financial conditions under which ITESOFT commits with the User.
This agreement, which may be supplemented by, if applicable, special terms and conditions proposed by ITESOFT, is applicable, to the exclusion of all other conditions, including those of the User, to any other order placed by the User with ITESOFT.
ARTICLE 3 - DESCRIPTION OF THE APPLICATION
The Application is used remotely via the Internet and without specific installation on the User's computer system.
ITESOFT will strive to maintain access to the Application 24 hours a day, 7 days a week.
ITESOFT reserves the right to suspend access to the Application for any maintenance or improvement to ensure the proper operation of the Application.
ITESOFT shall inform the User beforehand, whenever possible.
In addition, the User acknowledges that fluctuations in bandwidth and the vagaries of the service provider may cause a break in access to the Application, beyond the control of ITESOFT.
ARTICLE 4 - OBLIGATIONS AND RESPONSIBILITIES OF ITESOFT
ITESOFT undertakes to exercise the due care and diligence required to provide a quality service in accordance with industry practices and the state of the art. ITESOFT is only bound by an obligation to use its best endeavors.
ITESOFT does not guarantee that the Application meets the specific needs of the User.
ITESOFT does not guarantee that the Application is free of defects or abnormalities.
In addition, ITESOFT does not provide any warranty to the User on the code generators made available through the Application, the generated code and the quality of the models made available to them as examples.
ITESOFT shall not be held responsible:
If the execution of the Application is interrupted or disrupted, totally or partially, by an outside element beyond the control of the parties such as a failure of the Internet, the User's network that ITESOFT does not control, in accordance with article 1 or a case of force majeure. If the force majeure lasts longer than one month, the agreement may be terminated by either party, under the termination conditions.
In the case of breach by the User of the obligations under this agreement.
Any compensation owed by ITESOFT in case of service failure arising in relation to a fault on its part, shall be limited to the direct, personal and certain damage arising from the failure in question, expressly excluding any consequential damages such as, in particular, commercial loss, loss of orders, damage to brand image, any business disruption whatsoever, loss of profits or customers (e.g., inappropriate disclosure of confidential information about themselves as a result of malfunction or hacking of the system, action of a third party against the User, etc.).
In any case, the amount of damages and interest that could be put charged to ITESOFT, if its liability was incurred, will be limited to the amount of money actually paid by the User to ITESOFT for the period under review or billed to the User by ITESOFT or to the amount of money equal to the price of the service, for the share of services for which the liability of ITESOFT was incurred. Consideration shall be given for lowest amount of these sums.
ITESOFT does not make any guarantees about data backup.
Now therefore, it is the User's responsibility to take all necessary measures to protect their data in case of loss or damage to the data entrusted, whatever the cause, including those not specifically covered herein. Indeed, ITESOFT offers Users a data export module, which is the User's responsibility to use if they want to back up their data.
ARTICLE 5 - CONSERVATION OF STORED DATA
It is recalled that in no event, shall ITESOFT be held liable for data installed and/or exploited and/or posted online by the User on the Application, including accidental destruction by human error by the Customer or ITESOFT.
The User acknowledges that he is fully aware that access to the Application and settings can be altered by improper handling on his part or on the part of ITESOFT, when changing servers, reinstalling a server's operating system, hardware failure of a hard drive and/or server, security incident or attempted unauthorised intrusion.
Pursuant to the basic rules of computer security, it is recalled that the User is obliged to take all necessary precautions to protect their own data and/or software by using remote, secure and duplicated backup.
ITESOFT cannot be held liable for lost data, regardless of the cause.
ARTICLE 6 - OBLIGATIONS AND RESPONSIBILITIES OF THE USER
The User shall have the power, authority and capacity necessary for the conclusion and execution of the obligations set forth in this agreement.
The User agrees to provide accurate and complete personal information when registering for the Application. The User also undertakes to update his personal information whenever necessary. The User is responsible for the veracity and accuracy of the personal information he provides to ITESOFT.
Furthermore, it is agreed that ITESOFT may conduct all necessary preliminary inquiries to validate the User's registration and may also request the necessary supporting documentation.
The User agrees to only allow access to the Application to authorised members of his staff or his own customers within the limits stipulated herein or in special terms and conditions.
The User acknowledges that use, via the Internet, of the Application will be under his sole control and responsibility.
The User agrees to and is responsible for payment of the subscribed service on time when he uses paid features.
The User agrees to use the Application in a way and for purposes that are strictly legal, in accordance with applicable laws.
In general, the User is responsible for the use of the Application. Now therefore, any processing, transmission, distribution or representation of information or data through the Application by the User, is carried out under his sole responsibility and in strict compliance with laws and regulations relating to the use of online services.
The User agrees not to use the Application with the intention of harming ITESOFT, other users of the Application or any third party.
He also agrees not to commit acts that may harm the proper operation of the Application and this, in particular, by improper use of the Application.
In addition, the User agrees to abide by the following rules:
The Application must not be used in ways that violate current national and international laws, regulations, charters of practice or ethics. Any content designed especially to incite the commission of crimes and offences, incite racial hatred or suicide, for the denial of crimes against humanity, or with elements of child pornography is strictly prohibited.
Any pornographic or violent content is strictly prohibited when the content is likely to be accessible to minors.
The User, through his behaviour and the information he disseminates, undertakes not to infringe on the rights of third parties, including by:
- Distributing content protected by intellectual, literary, artistic or industrial property rights.
- Spreading words, images or sounds that may constitute defamation, insult, denigration or infringing on privacy, image reproduction rights, morality or public order.
- Data that enable, through the creation of hyperlinks to websites or pages of third parties, violation of a provision above or, more generally, a legal provision, is prohibited.
The User agrees not to use the Application for purposes of piracy, not to download illegal files or sharing copyrighted files, not to make intrusions into computer systems or "hacking", not to spread viruses or programs intended to harm, not to distribute emails in an unlawful manner (Spam, etc.)
The User is responsible for the content he publishes and exchanges through the Application.
It is recalled that, under current legislation, ITESOFT is not subject to a general obligation to monitor the information made available by the User; however, ITESOFT may be required to send the User any notification or complaint reaching it concerning his actions in connection with the use of the Application, and to communicate personal information about the User and all or part of the data hosted by the User on ITESOFT’s servers at the request of legal and/or administrative authorities, under the conditions laid down by law.
It is the User's responsibility to take all appropriate measures to protect his data from contamination by viruses circulating on the Internet.
ITESOFT reserves, to protect the integrity of its information systems, the ability to immediately stop, without notice, the service made available to the User. In addition, the User may not claim compensation for any resulting loss of data and/or disruptions in service, in such cases.
The data circulating on the Internet are likely to be diverted; communication by the User of confidential data is made at his own risk.
ARTICLE 7 - EXECUTION, PRICES AND PAYMENT
7.1 User account
To access the Application, the User needs a valid ITESOFT Ecosystem account.
The User is reminded that he is responsible for keeping his personal information, especially his email address, confidential and up to date.
7.2 Prices and Offers
All paid offers and features subscribed by the User generate a commercial proposal.
The User can access the Application and/or the features immediately but ITESOFT shall close the service if the user doesn’t sign the commercial proposal within 15 days.
7.3 Payment methods
Payment methods are defined in the commercial proposal.
In case of default and if any payment is rejected or cancelled, access to the Application's paid features shall be suspended.
Failing regularization of the payment by the User within 10 days from notification by ITESOFT, ITESOFT cannot guarantee that the User's data will be saved for more than 60 days after the notification.
ARTICLE 8 - PROOF
The computerised records stored in the computer systems of the company ITESOFT shall be considered as proof of communications, orders and payments between the parties.
ARTICLE 9 - DURATION, TERMINATION AND RENEWAL
The User subscribes to the Application for a fixed one-year term, tacitly renewable for the same duration.
9.2 Force majeure
Either party may terminate, by operation of law and without compensation, the agreement in case of force majeure persisting for more than thirty days.
9.3 Automatic renewal
The agreement is entered into for a period of one year, tacitly renewable, without the right to early cancellation.
At last 30 days before the end of the current agreement, the User may cancel the automatic renewal, by sending a written notice to ITESOFT.
The cancellation shall take effect at the end of the agreement.
In this case, the User can access the Application until the last day of the agreement.
In any case, the User will not be entitled to any refund from ITESOFT of sums already paid.
9.5 Fate of data
In any case of termination of the agreement, the User must take all measures for the recovery of his data, before the term of the agreement.
In the event of termination of the agreement, the User will no longer have access to his Content.
A request for reactivation of Content is possible in the case of subscription to a new agreement within a maximum of 60 days from the date of termination.
In the case of a request by the User to delete the Content, it is hereby stated that they can be restored - on request - within a maximum of 30 days from the request for deletion. After this time, the data cannot be recovered.
ITESOFT agrees to keep the User's information confidential and to not disclose it.
ARTICLE 10 - LOCATION OF INFRASTRUCTURES
ITESOFT informs the User that the data is hosted on servers located in the European Union.
ARTICLE 11 - INTELLECTUAL PROPERTY
11.1 Respect of ITESOFT’s intellectual property
The Application is the exclusive property of ITESOFT or its Partners and cannot be used without its express permission.
Similarly, all editorial content, graphics style guide, logo, name, brand and ITESOFT’s domain name are protected without limitation.
11.2 Right to use
Hereunder, ITESOFT grants a temporary, non-exclusive and non-transferable, right to use the Application.
Right to use is granted to the User for his own needs.
Without written agreement, the User may not knowingly copy or allow others, including internally, to copy or reproduce the application in any form whatsoever.
It is also prohibited for the User to perform any re-specification of the Application, in particular, with a view to the creation of a derivative or similar Application.
Any transfer of this agreement requires prior written agreement from ITESOFT.
ARTICLE 12 - ASSIGNMENT OF THE USER'S INTELLECTUAL PROPERTY RIGHTS
The Application allows the User to develop content, namely, models that can be created and disseminated through the Application and the Contribution features of the ITESOFT Ecosystem. In that case, the User DECLARES TO HAVE READ AND EXPRESSLY ACCEPTED the ITESOFT Ecosystem Terms of Contribution.
ARTICLE 13 - GENERAL PROVISIONS
ITESOFT reserves the right to appeal, under its own responsibility, to a subcontractor of its choice.
ARTICLE 14 - ADVERTISING
ITESOFT may include the User's name and/or logo in commercial documents, unless expressly refused by the User.
ARTICLE 15 – DISPUTES
In case of dispute between the User and ITESOFT in the execution hereof, the parties shall endeavor to settle the dispute amicably, by using conventional mediation or any other alternative means of dispute resolution. If the dispute remains unresolved, either party may then, after a period of ten days from the correspondence mentioned in the above paragraph, commence useful proceedings.
In case of dispute, jurisdiction is assigned to the Court of Nimes (France), notwithstanding multiple respondents or proceedings against the guarantor, including emergency or protective measures requested under a summary application or appeal.
This agreement is governed by French law. It is thus, for the substantive rules as well as the rules of form, excluding, on the one hand, the rules of conflict provided for by French law, and, on the other hand, the provisions of French law that would be contrary to this Agreement.