GENERAL CONDITIONS OF USE
Status as of September 30, 2018
These terms and conditions of use of the software Arketiks (Video and Quiz) are concluded between the person designated in the online account (hereinafter, the « Customer ») and VisionCompliance SA, a limited company, registered with the Geneva Trade Registry , Swiss. Arketiks is a registered trademark of VisionCompliance SA.
ARTICLE 1: OBJECT
The General Terms and Conditions define how the Customer will access and use the Arketiks Software offered by VisionCompliance SA (hereinafter « the Software (s) »).
The Customer wishes to use one or more Software (Video, Quiz), produced internally by his teams. The Customer took advantage of the free trial week to test the desired Software (s) and decided to subscribe to the License Purchase Agreement, after having apprehended all the functionalities offered by the (s) Software (s) and could also determine the suitability of the Software (s) for its purposes.
The Client is the sole co-contractor of VisionCompliance SA. He is responsible for the payments due under the Contract and for the fulfillment of the Contract and the conditions for its performance or non-performance by himself and by the persons under his authority authorized to use the Software (s) ( s) (hereinafter, the « Users »).
ARTICLE 2. OPENING THE ACCOUNT
The Customer must be a natural or legal person. Accounts created by robots or automatic methods are strictly prohibited. The Customer must provide his complete identity, a valid email address and all the necessary information required for the creation of the online account.
The license is granted to the Customer. The Customer has an identifier and a password. The license does not allow access to the Software (s) simultaneously to multiple Users. When the Client is a company, access to the Software (s) is authorized only to the employees of the Client. When the Customer is a natural person, the latter is not authorized to provide access to the Software (s) to a third party.
ARTICLE 3. OBLIGATIONS OF VISIONCOMPLIANCE SA
VisionCompliance performs daily maintenance on the Software (s) (hereinafter, the « Maintenance »), except weekends and Swiss holidays.
The personal data of the Client, collected during the use of the Software (s), are kept on secure equipment in accordance with the technical standards in accordance with the rules of art and that throughout the term of this Agreement.
ARTICLE 4. CUSTOMER OBLIGATIONS
The Customer declares and warrants knowledge of the characteristics and constraints of the Internet, response times to consult, query or transfer information. The Customer declares that he is aware of the security measures implemented by VisionCompliance SA, but acknowledges that because of the characteristics of the Internet, security is analyzed for VisionCompliance SA as an obligation of means. In particular, VisionCompliance SA can not be responsible for the unavailability of the Software (s) due to the fact of its providers.
VisionCompliance SA declines any responsibility as to the reliability, the sincerity, the accuracy or the relevance of the information made available through the Software (s) by the Customer and the Users. The Customer is solely responsible for the aforementioned information with regard to third parties. Accordingly, the Client guarantees VisionCompliance SA against any claim or action by a third party based on this information and will compensate VisionCompliance SA for any consequences (damages, costs, including legal fees, etc.) or any conviction pronounced for the benefit of those third parties against VisionCompliance SA by an enforceable court decision.
The Customer undertakes, for itself and Users, not to pursue illegal objectives, download, transmit or distribute viruses, illegal content, malicious, deceptive, violating morality, third parties or their rights, or encouraging the continuation of illegal activities, interfering with or disrupting the Software (s), servers or networks connected to the Software (s).
VisionCompliance SA does not control the validity or legality of the data entered or accessed by the Customer and the activities performed by the Customer through the Software (s). The Customer is responsible for his data, any content that he or the Users disseminate (s) or the use he and the Users make of the Software (s) and more generally the respect of the regulations by the Client and the Users, and guarantees VisionCompliance SA against any request from a third party in this respect and will indemnify VisionCompliance SA for the consequences (damages, convictions, costs, including of justice and of lawyer, etc.) of such request. It is the responsibility of the Customer to ensure that he has the necessary hardware, software and means to use the Software (s).
The Customer undertakes not to modify, reproduce or hack the Software (s) and / or not to modify or create another website in order to mislead the potential customers and let them believe that this site internet is associated with the Arketiks Software (s).
Customer agrees not to reproduce, duplicate, copy, sell, resell, or otherwise exploit any or all of the Software (s) or the use of the Software (s) or access to the software (s).
The Customer undertakes not to transmit any viruses or other code that may cause the Software to malfunction or damage them.
The Customer confirms to be interested in the use of the Software (s) for the training of its employees, partners or customers. It must not use the Software (s) to test its performance and functionality in order to offer competing services.
If the Customer’s bandwidth usage exceeds 300 MB / month, or significantly exceeds the average bandwidth usage (determined by VisionCompliance SA) of other VisionCompliance SA customers, VisionCompliance SA reserves the right to immediately deactivate the account. Customer until he reduces his bandwidth.
In case of non-compliance by the Customer or a User with any of the obligations incumbent on them individually or collectively, VisionCompliance SA reserves the right to suspend access to the Software (s), after an informing email. the Customer of such suspension. This right of suspension is without prejudice to the other remedies of VisionCompliance SA and in particular its right to terminate the Agreement.
ARTICLE 5. DURATION
The Contract is concluded for an initial trial period of seven (7) calendar days commencing on the date of opening of the client account.
This free trial period is intended to allow the Customer to test the functionality of the Software (s).
At the end of this free trial period, the Contract is not automatically renewed. Failure to renew the Contract will not give rise to any compensation.
All data entered on the Software (s) and any personalizations made to the Software (s) by the Customer during the trial period and, more generally, during the Contract will be definitively lost at the end of the Contract unless Customer makes a prior request to VisionCompliance SA which will charge for the cost of recovering this data.
ARTICLE 6. TERMINATION
In case of breach by the Customer of any of its obligations to which it would not be remedied within eight (8) days of receipt of a formal notice sent by e-mail, VisionCompliance SA may terminate the Contract by operation of law, without prejudice to other remedies available to it.
Termination of the Contract may occur in the event of non-payment of an amount due under the Contract, not settled eight (8) days after formal notice, to this effect, without prejudice to damages and interests to which VisionCompliance SA could claim.
In the event of late payment in the use of the Software (s), VisionCompliance SA reserves the right to suspend access to the Software (s). All amounts paid to VisionCompliance SA by the Customer on the date of termination of the Agreement remain vested and VisionCompliance SA will be entitled to demand the immediate payment of any amount invoiced or still to be invoiced under the Contract.
ARTICLE 7. FINANCIAL CONDITIONS
Use of the Software (s) during the trial period is free of charge. This free charge applies only once for the same Customer.
On the subscription date, the Client must pay in advance the price allowing the use of the Software (s) for the duration chosen by the Customer (Monthly or annual contract renewable automatically).
Payment is made at each payment date chosen by the Customer by an automatic debit on the Customer’s credit card.
VisionCompliance SA reserves the right to revise the price of access to the Software (s) by notifying the Client by email. This new tariff will take effect two (2) months after this notification, the Customer having the option to terminate the Contract during this period under the conditions set out in article 5 of the Terms and Conditions. The continuation of the Contract will be worth acceptance of the new tariff.
ARTICLE 8. CONTRACT MANAGEMENT
VisionCompliance SA will communicate with the Client by email via the e-mail address provided when purchasing the License (s). The Customer will use the email address « firstname.lastname@example.org » to communicate to VisionCompliance SA.
In the event of a modification of these General Conditions of Use of the Software (s) by VisionCompliance SA, each modification will automatically become part of the Agreement.
ARTICLE 9. INTELLECTUAL PROPERTY AND OWNERSHIP OF THE LODGED DATA
The Customer retains full ownership of the data that it incorporates through the use of the Software (s). Upon termination of the contract, the customer must make backups to keep his files.
All copyrights, trademarks, and other intellectual property rights (whether registered or not) and any other proprietary rights or other rights in the Software (s), guides, and other intellectual property rights. Use and the related documentation (hereinafter referred to as the « Rights ») are and shall remain in all circumstances the exclusive property of VisionCompliance SA.
The Customer will be exclusively responsible for the direct and indirect consequences of the intervention of a third party or a User on the Software (s) and will compensate VisionCompliance SA for all consequences (damages, costs, including legal fees , etc.) and any resulting conviction, including with respect to third parties, imposed by an enforceable court decision, without prejudice to other remedies and indemnities that VisionCompliance SA may receive in accordance with the Contract.
ARTICLE 10. THIRD PARTY RIGHTS
VisionCompliance SA warrants that it has all the necessary rights for the Customer to have access to the Software (s), provided that the Customer uses such access in accordance with the provisions of the Agreement.
ARTICLE 11. SECURITY
Access to the Software (s) will be remote, via the Internet, in the form of « Service as a Software » or SaaS.
The use of identifiers and passwords (hereinafter, the « Access Codes ») will be required to access the Software (s) at each login.
The Customer is solely responsible for the safekeeping, security and integrity of the Access Codes communicated when purchasing the Software (s) for the Customer.
VisionCompliance SA reserves the right to suspend access to the Software (s) in case of legitimate suspicion of fraudulent use or attempted fraudulent use of the Software (s). VisionCompliance SA will inform the Customer as soon as possible of such occurrence.
ARTICLE 12. GUARANTEES
The Parties recognize that, despite the high standards of security provided by the data center:
(i) the data transmitted over the Internet passes through independent electronic communication networks with different characteristics and capabilities and which are sometimes overloaded,
(ii) the Internet is an open network and, therefore, the information transmitted by this means is not protected against the risks of misappropriation, fraudulent, malicious or unauthorized intrusion into the Customer’s information system, unauthorized hacking or tampering of data, system programs and files, computer virus contamination, and
(iii) it is the responsibility of the Customer to take all appropriate measures including awareness and control of the activities of its Users in order to protect their information system and their data against contamination by viruses and attempts of unauthorized intrusion by some thirds.
As a result, the Customer uses access to the Software (s) at his own risk.
The Customer represents and warrants to VisionCompliance SA that all transactions made by him, including the Users, directly or indirectly through the Software (s), will comply with the law applicable to his activities and the Contract.
ARTICLE 13. LIABILITY
VisionCompliance SA can not be held responsible for its own actions under the Contract and can not be held responsible for any indirect damages that may arise from the use of the Software (s), including loss of profits, profit, image, clientele, activity, reputation or expected gain, time spent by employees or service providers or loss of opportunity.
VisionCompliance SA can not be held responsible for the contents of any kind, provided or made accessible by the Customer and the Users, through the Software (s) (hereinafter, the « Contents »).
VisionCompliance SA warrants to the Customer that the Customer’s Content will not be sold or transferred to a third party. The Customer acknowledges and guarantees to hold the necessary and sufficient rights on the Contents. The Customer can not guarantee VisionCompliance SA against any claim or action by third parties concerning the Content. The Customer shall indemnify VisionCompliance SA against all consequences (damages, costs, including legal fees, etc.) or any conviction against them for the benefit of VisionCompliance SA by an enforceable court order.
The Customer warrants to VisionCompliance SA that the Content is legitimately and legally posted online and not contrary to public order and public policy applicable to the Content and activities of the Customer, and does not infringe the rights of VisionCompliance SA or third parties .
In addition, VisionCompliance SA can not be held responsible for the transmission or the quality of data transmission, the quality and the availability of the data transmission networks or the interruptions of service, blockages or interruptions of the means of transmission and telecommunication means or the inaccessibility of the Software (s) due to Maintenance, malfunction of the Customer’s hardware or electronic communication networks.
VisionCompliance SA can not be held liable for indirect damages. Intangible damage, including costs, including legal fees, will be considered indirect damages.
In any case, the responsibility of VisionCompliance SA can not be committed beyond the amount of the current license (monthly or annual).
The introduction of any claim by the Client, can not authorize the Customer to withhold the payment of a sum resulting from the Contract and due payment.
ARTICLE 14. FORCE MAJEURE
The Parties can not be held responsible in the event of impossibility to execute the Contract due to a case of Force Majeure, as defined by Swiss jurisprudence. In addition, any act of terrorism, war, foreign or civil war, earthquake, aircraft or plane crash, fire or flood, will be considered Force Majeure for the purposes of the Contract. storm or any state of natural disaster, a strike outside the Party invoking the case of Force Majeure, the degradation, suspension or alteration of an electronic communication medium used in connection with the energy restrictions, governmental, legal or regulatory restrictions, and more generally any facts or events beyond VisionCompliance SA’s control that prevent the normal execution of the Contract.
In the event of an extension of Force Majeure beyond thirty (30) consecutive days, each Party shall have the option of terminating the Contract by notification to the other Party by registered letter with acknowledgment of receipt.
ARTICLE 15. NOTIFICATIONS
Unless otherwise stated, all notices and communications are delivered to a Party by email, Customer email and VisionCompliance email (email@example.com). Any Party may modify its contact details by notice to the other Party pursuant to this Article.
ARTICLE 16. CONFIDENTIALITY
The Parties undertake not to use and maintain the confidentiality of any information they may receive regarding the other Party, any documents and information exchanged between them under the Agreement, except for the strict requirements of the Agreement. execution of the Contract. This obligation will survive the end of the Contract for any reason whatsoever for a period of two (2) years.
This obligation of confidentiality and non-use will no longer apply in the event that the information and / or documents fall or fall into the public domain without fault of the Party that received them, or where a Party is required to respond to a court order or a request for disclosure from a public authority authorized by law, subject to informing the other Party so that the latter can make its case for to oppose such disclosure.
ARTICLE 17. PERSONAL DATA
Access and use of the Software (s) may result in the collection and processing of personal data, the use of which is subject to the provisions of applicable data protection laws. VisionCompliance SA guarantees to the Client that the personal data relating to the Client will only be disclosed to the persons in charge of the use of the Software (s). VisionCompliance SA warrants to the Client that the personal data relating to the Customer and of which VisionCompliance SA is the data controller will not be sold and / or sold to a third party.
The Customer undertakes to inform the Users concerned and the persons whose data are entrusted to VisionCompliance SA as part of the Software (s) subscribed, because they have a right of access to their personal data and to rectification thereof, which may be exercised with VisionCompliance SA under the conditions provided by law. In addition, the use of the Software (s) may involve the use of « cookies », which are essential for the operation of the Software (s).
ARTICLE 18. MISCELLANEOUS
Without the prior written consent of the other Party, each Party shall not assign or transfer to a third party all or part of its rights or obligations under the Agreement.
Customer acknowledges and agrees that VisionCompliance SA may use subcontractors and agents to perform the Contract.
If any provision of this Agreement is or becomes unlawful, void or unenforceable, it will not affect the validity or enforceability of any other provision of this Agreement.
This Agreement supersedes all prior or contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever, having regard to its purpose.
This Agreement is subject to Swiss law, which also governs in the interpretation and application. The place being Geneva.