Registered in Trade & Company Register of Tours, no. 833 735 103
86 rue de la Chanterie, 37540 St Cyr sur Loire
Start date: November 1st 2019
1. Purpose
The company ADROCKTV SAS (hereafter referred to as: "ADROCKTV") proposes a solution for monitoring website publishers’ advertising inventories, which it markets under the Pubstack brand (hereafter referred to as the: "Solution"). The Solution helps the "monetisation" teams of the client identified in the Quotation(s) mentioned in article 3 (hereafter referred to as the:"Client") to collect all data which may have an impact upon monetisation, to enable them to take better decisions and more quickly.
The Solution can be accessed by its users in "SaaS" mode (Software as a Service) via the website App.pubstack.io (hereafter referred to as the: "Website").
The purpose of these general conditions is to define the legal, financial and technical conditions under which ADROCKTV:
Along with the Quotation(s), they constitute an indivisible contractual whole (hereafter referred to as the: "Contract"). In the event of contradiction, the provisions of the Quotation(s) take precedence over these general conditions. In the event of contradiction between different Quotations, the most recent document takes precedence over the older ones.
The Contract takes precedence over all other general or special conditions not expressly agreed by ADROCKTV.
2. A Solution and Services reserved for business
The Solution and the Services are designed for and intended for business use and are therefore intended exclusively for business people operating within the scope of their business.
3. Ordering the Solution and the Services and acceptance of the general conditions
3.1 Before accessing the Solution and before any performance of the Services, the Client must supply ADROCKTV with the necessary information and documents to enable it to identify his needs and expectations. Based on this information, ADROCKTV will issue one or several quotations (hereafter referred to as a: "Quotation"). The Quotation will state the type of Services and the related cost.
3.2 Unless stated otherwise, the Quotations issued by ADROCKTV are valid for one month as from their issue date. Should they not be confirmed by the Client within this deadline, they will become void. A Client wishing to order the Solution and the Services must confirm the corresponding Quotation within the above-mentioned deadline by any appropriate method, including by e-mail. This confirmation may be followed where applicable by the issuing of an order form by the Client, although such an order form will have no impact on the above-mentioned Contract
3.3 Any confirmation of a Quotation, whether express or implicit, implies full and unreserved acceptance of the version of these general conditions in force on the date of the Quotation concerned. Any conditional acceptance will be considered null and void. Any Client who does not agree to be bound by these general conditions must not order the Services from ADROCKTV.
3.4 A new Quotation will be issued in the event of a modification to the initial Services or a new order. The provisions of this new Quotation take precedence over the previous one. Unless stated in the new Quotation, the commitment periods will remain identical to the initialQuotation.
4.Licence to use the Solution
4.1 Scope of the licence
ADROCKTV grants the Client, on a worldwide basis and for the duration mentioned in the article entitled "Duration", a non-exclusive, personal and non-transferable licence to use the Solution, according to the version of the chosen module existing on the date of this agreement or its new and updated version, in addition to its technical documentation, in SaaS mode, solely for the purpose of supplying the Services and only for those persons which the Client has authorised beforehand to use the Solution (hereafter referred to as the: “Users”).
4.2 Terms and conditions for using the Solution
The above-mentioned licence is granted solely for the purpose of enabling the Client to use the Solution, subject to the terms and conditions mentioned in this document and in the Quotation, for his own requirements and only by the Users. The right of use includes the right to display and deploy the Solution pursuant to its intended purposes, in SaaS mode, via a connection to an electronic communications network.
The Client consequently agrees not to:
5.1 Type of Services proposed
ADROCKTV proposes two types of services to the Client as part of the Solution:
5.2 Test phase
Following the signature of the Quotation, the Client may opt to use the Solution for a testphase, which is not billed. Upon completion of this test phase, the Client has the option not touse the Solution and therefore to no longer be bound by this Contract without notice, as awaiver to the provisions of the article entitled "Duration". If he decides to continue using theSolution, the Client will continue to be bound by the provisions of these general conditions.
5.3 Configuring the Solution
To access the Solution, ADROCKTV configures the Client’s Interface in accordance with the following conditions:
The Client may access his Interface at any time after logging in with his access codes. The Client agrees to use the Solution and the Services personally and not allow any third party to use them in his place or on his behalf, failing which he will assume full liability for this use. The Client has the opportunity to configure access for his employees as Users, enabling them to access the Interface via e-mail on the conditions mentioned below.
5.4 The selection of Users
It is the Client’s responsibility to select the Users who will have access to the Solution, subject to the maximum number of Users stated in the offer or in the Quotation. To do so, the Client appoints an administrator, who is a natural person acting as a contact person and coordinator, authorised by the Client to manage the use of the Solution and to select the Users who will have access to it (hereafter referred to as the "Administrator"). Via the Administrator, theClient may ask ADROCKTV to create Accounts for the Users by any means.
The Client assumes sole liability and responsibility for ensuring that the Users treat their usernames and/or passwords as strictly private and confidential.
He agrees to ensure that the Users do not allow any third parties to use them in their place or on their behalf, failing which he will assume full liability for such use. He expressly acknowledges that any use of the Solution with these login details will be considered to have been performed by the corresponding Users.
6.1 Accessing and reading the data from the Solution via the Interface
Once the Interface has been configured, the Client and the Users designated by him have access to the visualisation and presentation of the advertising data collected by the Solution.The Solution thus makes it possible to centralise several data sources concerning the monetisation of websites, to aggregate and enrich this data and to display it on the Interface in an interactive manner, in real-time.
The Client and the Users cannot interact with the web surfers, whose data displayed on the interface are anonymized.
6.2 Recommendations and alerts
The Client has access to ADROCKTV's recommendation service, interacting with ADROCKTV by any method. This service enables the Client to receive technical and strategic recommendations concerning the listing of his online advertising, based on the data collected by the Solution. The Client can also configure alerts on the websites on which his advertising is displayed, in the case of anomalies concerning advertising performance for example.
6.3 Other Services
ADROCKTV reserves the possibility to propose any other Service it considers useful, in the form and based on the technical resources and functions he considers most appropriate to provide the said Services.
ADROCKTV will handle the corrective and progressive maintenance for the Solution and provide support for it.
7.1 Corrective maintenance
The purpose of corrective maintenance is to correct any anomalies noted with the Solution during the lifetime of the Contract, with the term "anomalies" referring to any bug or problem with the Solution (hereafter referred to as: "Anomalies").
The Client may report any Anomalies to ADROCKTV by e-mail, by writing to the following contact address: support@pubstack.io providing as much information as possible, including concerning the difficulties encountered and the circumstances in which they arose, to enable ADROCKTV to fully understand the incident. The reception of this notification constitutes a report of an Anomaly.
ADROCKTV will then analyse the Anomaly, to ascertain among other things whether theSolution is the cause. ADROCKTV will inform the Client of the results of the assessment by e-mail as soon as possible after the Anomaly has been reported.
If it is found that the Solution is the source of the Anomaly, ADROCKTV agrees to deploy the necessary means and resources to correct it as soon as possible.
ADROCKTV will also correct any Anomalies it detects or which are reported to it by the Client, to ensure the quality of the Services and the Solution.
7.2 Progressive maintenance
ADROCKTV agrees that for the duration of the Contract, the Client will benefit from:
ADROCKTV alone will determine the nature and frequency of these Updates and New Versions.
The Updates may be introduced automatically without prior notice, which the Client expressly accepts.
ADROCKTV will inform the Client beforehand by any appropriate means, including e-mail, of any New Version of the Solution at the earliest opportunity before its installation.
7.3 Support
Apart from Anomalies, for any questions concerning the use of the Solution, ADROCKTV provides a technical support service consisting of assistance and advice.
The technical support service is accessible by e-mail at Support@pubstack.io from Monday to Friday, excluding public holidays and non-working days, from 9 AM to 6 PM.
According to the identified requirements, ADROCKTV will estimate the time required to reply and the nature of its response, and keep the Client informed.
ADROCKTV agrees to host, with an obligation of due diligence, the Solution and the data produced, entered and shared between the Users, pursuant to the customs of the trade and the state of the art, on its servers or by means of a business hosting provider, exercising its activities pursuant to the customs of the trade and the state of the art, on servers located within the European Union.
As part of the hosting service, ADROCKTV agrees to provide the Client with sufficient storage and processing capacity for the operation of the Solution.
ADROCKTV agrees to deploy all technical resources in accordance with the state of the art, required to ensure the security of and access to the Solution and the Services, regarding the protection and monitoring of infrastructure, the control of physical and/or virtual access to the said infrastructure and the deployment of detection, prevention and recovery measures to protect the servers from malicious acts.
ADROCKTV also agrees to take all appropriate precautions considering the nature of the data and the risks presented by the automated data processing used for the purpose of the Services, to preserve the security of the data and in particular to prevent it from being deformed or damaged and to prevent it from being accessed by any unauthorised third party.
This Contract is entered into for an initial period of one year, as from the date on which the Quotation is accepted by the Client.
It will then be automatically renewed for successive periods of the same duration as the initial period, unless cancelled by one or other of the Parties, with this cancellation to be sent to the other Party by registered letter with acknowledgement of receipt at least one month before the expiry of the period concerned.
10.1 Prices
The prices of Services are stated in the Quotations and include:
10.2 Price revisions
The price of the Services may be revised by ADROCKTV each time the present Contract is renewed.The Client will be informed of these modifications by ADROCKTV by any appropriate written method (including e-mail) 45 days before the expiry of the commitment period mentioned in the article entitled "Duration".
If the Client does not accept the new price, he must terminate the Contract in the manner set out in the article entitled "Duration". Failing this, he will be considered to have accepted the new price.
10.3 Invoicing and payment methods
Invoices will be issued for the Services, these being sent to the Client by any appropriate means.The invoices must be settled at 30 days from the month-end. The payment methods are stated in the Quotation.
10.4 Overdue payment/payment incidents
The Client is informed and expressly accepts that any delay in payment of all or part of an amount due at its payment due date will automatically result in the following, without prejudice to the provisions of article 9, from the day following the payment due date shown on the invoice:
If:
The Client has a right of withdrawal, valid for a period of 14 (fourteen) days following the confirmation of the Quotation.
He may exercise this right by sending ADROCKTV a duly completed withdrawal form or any other declaration which unambiguously expresses his wish to withdraw, using the contact details mentioned at the beginning of this document, before the expiry of the above-mentioned deadline.
If he chooses to exercise his right of withdrawal, ADROCKTV will reimburse the Client for all payments received from the latter, without excessive delay and, in all circumstances, at the latest 14 (fourteen) days from the date on which ADROCKTV is informed of the Client's decision to withdraw. The reimbursement will be issued using the same means of payment as that used for the initial transaction, unless the Client expressly agrees to a different method. Under no circumstances may the Client be required to incur any charges or expenses for this reimbursement.
If the Client has requested that the Services begin before the expiry of the withdrawal period, by ticking the tick box provided for this purpose in the Quotation, he may exercise his right to withdraw within the above-mentioned deadline and by the above-mentioned procedure. In this case, he will be required to pay ADROCKTV the Subscription price calculated on a pro rata basis for the period elapsed until ADROCKTV was notified of his decision to withdraw.
The Client expressly acknowledges and accepts
Without prejudice to the other obligations mentioned in the Contract, the Client agrees to fulfil the following obligations:
13.1 The Client agrees to supply ADROCKTV with all documents, items, data and information necessary to the performance of the Services. More generally, the Client agrees to actively cooperate with ADROCKTV and with its staff to ensure the satisfactory performance of the Contract.
13.2 The Client bears sole liability for the documents, items, data, information and content his supplies to ADROCKTV. He warrants to ADROCKTV that he is authorised to supply it with these documents, items, data, information and content and that he possesses all necessary rights and authorisations for their use as part of the Services.
13.3 The Client bears sole liability for the websites on which he wishes to configure the Solution. He also bears sole liability for compliance with the regulations applicable to his advertising on these websites, with the Solution simply providing him with a means to analyse the said advertising data.
13.4 The Client bears sole liability for compliance with the laws and regulations applicable to his activities, including compliance with any requirement to provide legal information stipulated in such laws and regulations. Consequently, the Client may under no circumstances seek to have ADROCKTV considered liable on such grounds or to seek any guarantee from it.
13.5 The Client agrees, both in his own name and in the name of the Users, that he/they will not monetise, transfer, sub-license, grant or dispose of all or part of his rights or obligations under the terms of this agreement to any third party, including if this third party has a direct or indirect link with the Client or one of the Users, in any manner.
13.6 The Client acknowledges that the Solution and the Services provide him with a supplementary solution rather than an alternative solution for analysing his advertising data and that this Solution is not intended to replace any other means at his disposal to achieve the same objective.
13.7 The Client agrees that when using the Solution and the Services, he will comply with the applicable laws and regulations and will not infringe the rights of third parties or public policy requirements.
He is answerable and liable for any incorrect, non-compliant or illicit use of the Solution by the Users, including violations of the applicable laws and regulations. The Client therefore assume sole liability for introducing any procedures to prevent or rectify the performance of such acts.
The Client bears sole liability for the satisfactory completion of all formalities, including those of an administrative, fiscal and/or employment law nature, and the payment of all contributions, taxes or duties of any form possibly incumbent upon him in relation to his use of the Solution and the Services. Under no circumstances may ADROCKTV be considered liable for such matters.
13.8 The Client bears sole liability for his use of the Solution and Services, and more particularly: (i) for the use of the Solution and Services by the Users themselves for whom he is answerable, and for (ii) any dealings between himself, the Users and third parties, including all disputes or litigation arising as a result of the use of the Solution and the Services. Under no circumstances may ADROCKTV be considered liable for such matters.
It is also the Client’s responsibility to inform ADROCKTV of any attack, potential threat or attempted intrusion by third parties into the User Accounts.
13.9 The Client guarantees ADROCKTV against all complaints, claims, actions and/or demands of any kind which it may face as a result of the Client's violation of any of his obligations under the terms of this contract. The Client agrees to pay ADROCKTV all costs, expenses and/or awards it may be required to pay on these grounds.
Without prejudice to the other obligations mentioned in the Contract, ADROCKTV agrees to fulfil the following obligations:
14.1 ADROCKTV agrees to supply the Services diligently and pursuant to trade practices, with it being hereby specified that it bears an obligation of due diligence to the exclusion of anyabsolute obligation, which the Client expressly acknowledges and accepts.
14.2 ADROCKTV agrees to only use the documents, items, data, information and content supplied to it by the Client for the purpose of performing the Services. It warrants to the Client that these documents, items, data, information and content will be safely stored for the duration of the Services and agrees to destroy them when the Contract ends.
14.3 ADROCKTV may not be considered liable for any decisions taken by the Client or by any third party appointed by him. Similarly, ADROCKTV may under no circumstances be considered liable for the content of the advertising, over which it has no control and for which it performs no verifications or moderation of any kind.
14.4 ADROCKTV agrees to regularly perform checks to verify the operation and accessibility of its website and of the Interfaces. Consequently, ADROCKTV reserves the right to temporarily interrupt access to its website and to the Interface for maintenance reasons. Similarly, ADROCKTV may not be considered liable for any temporary difficulty in accessing or any inability to access its website and the Client’s Interface for reasons outside it control, force majeure circumstances or due to problems with telecommunications networks.
14.5 In all cases, any liability incurred by ADROCKTV with regard to this agreement is expressly limited to only the direct losses suffered by the Client and may not exceed the total cost of the price paid by the latter for the Services concerned.
14.6 ADROCKTV gives no guarantee to the Client (i) that the Solution and the Services, which are the subject of constant efforts to improve them, including with regard to performance and progress, will be totally free of errors, or defects which, where applicable, will be rectified by ADROCKTV in accordance with the conditions described in the article entitled "Corrective maintenance", (ii) that the Solution and the Services will specifically meet the Client's needs and expectations, as the said Solution and Services are standard and in no way offered to one particular Client according to his own personal circumstances. ADROCKTV agrees to deploy all means and resources necessary to guarantee the security of the Solution, of the Client Account and of the User Accounts.
14.7 ADROCKTV agrees to make every effort to guarantee the security of the Solution and of the User Accounts. It guarantees exclusive access for the Users to their User Accounts and agrees not to share the content of these accounts with any third parties.
However, ADROCKTV may not be considered liable in the event of any malicious intrusion into the storage area reserved for the Client unless it is proven that the security measures it has put in place were seriously deficient.
Furthermore, ADROCKTV may not considered liable for any lack of vigilance on the part of the Users with regard to protecting the confidential nature of their usernames and passwords.
In the event of any failure to comply with any of the provisions of the general conditions or moregenerally any violation of laws or regulations by the Client, ADROCKTV reserves the right to:
The Client is informed and accepts that the obligation to pay the asking price and the financial terms constitute essential obligations for ADROCKTV. Accordingly, in addition to the above-mentioned consequences, any failure by the Client to comply with these obligations may result in the immediate termination of the Contract by ADROCKTV, by simple registered letter with acknowledgement of receipt addressed to the Client, with termination taking effect as of right on the date the letter is received or the date it is first presented. This will result in the closure of the Client’s Interface.
Each party agrees to treat all documents, items, data and information received from the other party as strictly confidential. In the case of ADROCKTV, the parties hereby expressly agree that this privacy obligation covers the personal data which ADROCKTV may process for the Client as part of the Services. All of this information is hereafter referred to as the "Confidential Information".
The party receiving Confidential Information agrees not to divulge it without the other party’s prior consent, for a period of five (5) years following the performance of the Services concerned. It may only supply this information to employees, staff, interns or consultants if these are bound by the same confidentiality obligations as those provided for in these general conditions. This obligation does not cover documents, items, data and information:
The Client expressly agrees that this contract confers upon it no intellectual property rights concerning the Solution, which remains the exclusive property of ADROCKTV.
The Client has only a user licence for the Solution in accordance with the conditions detailed in these general conditions.
Consequently, any disassembly, decompilation, decryption, extraction, reuse, copying or more generally any acts of reproduction, representation, distribution and use of any of the aspects comprising the Solution, whether wholly or in part, without ADROCKTV's authorisation, is strictly prohibited and may result in legal action.
At the end of this contract, regardless of the grounds for this, the Client must immediately cease all use of the Solution and return all programs and documents concerning the said Solution to ADROCKTV.
In the event of the cessation of this contract, regardless of the grounds, ADROCKTV agrees to return the Client’s data and information integrated within the Solution upon request, in a standard, readable format, and to proceed with the destruction of this data and information, with ADROCKTV agreeing to supply a certificate of destruction upon request from the Client.
The Parties expressly and mutually authorise one another to use their respective names, trademarks, logos and website addresses as business references on any media and in any form.
This Contract is subject to French law and will be governed and interpreted according to this law.
Any disputes arising concerning its validity, interpretation or performance will be considered the exclusive jurisdiction of the Tribunal de Commerce (Commercial Court) of Paris (France), unless mandatory procedural rules to the contrary apply.
