INTEGRAL AD SCIENCE FRANCE STANDARD TERMS AND CONDITIONS
The following terms and conditions (the “Standard Terms”) shall govern the use of the Integral Ad Science France (“Integral”) products and services (the “Services”) described in the Integral Ad Science Insertion Order (the “IO”) or the Integral Ad Science Statement of Work (“SOW”), as the case may be, entered into between you and Integral. If you are entering into these Standard Terms on behalf of a company or other legal entity, you represent that you have the legal authority to bind the legal entity to these Standard Terms, in which case “you” or “your” shall mean such entity. If you do not have such authority or if you disagree with any of the terms in these Standard Terms, Integral does not grant you a license to use the Services. In the event of any inconsistency between these Standard Terms and the applicable IO or SOW, these Standard Terms control.
Integral reserves the right to update and change, from time to time, these Standard Terms. Any update or change to these Standard Terms will only apply to an SOW or IO entered into after the effective date of such update or change. You can always find the most recent version of these Standard Terms at http://integralads.com/france-terms-and-conditions-eng.
- Use of Services. Subject to these Standard Terms and payment of any fees pursuant to Section 2 below, Integral hereby grants you a license to access and use the Services listed in the IO or SOW (as applicable) and the Integral Data (as defined below). You will comply with the reporting requirements and implementation specifications provided to you by Integral (including, without limitation, any and all specifications related to the proper insertion and removal of any advertising tags, ad unit overlays or other code provided by Integral to you which are to be, or which have been, appended to ad units, as the case may be). You will not attempt to collect or use data provided in connection with the Services for purposes of: segmenting, re-targeting, creating or supplementing user profiles or inventory profiles; creating, supplementing or amending interest categories, or syndication or other distribution to third parties, without paying applicable fees.
- Fees. You shall pay Integral all fees set forth in the applicable IO or SOW (collectively, the “Fees”). All undisputed Fees are nonrefundable and are payable within thirty (30) days of receipt of the invoice. If payment is not made as aforesaid, then Integral shall be entitled to charge Customer: (i) interest on the overdue amount at the rate set in accordance with article L. 441-6 of the French commercial Code, being three (3) times the legal interest rate accruing on a daily basis from the date payment becomes due (being the payment date indicated on the invoice concerned) until payment in full, whether before or after any judgment; (ii) a fixed penalty for collection costs of forty (40) Euros in accordance with the French Commercial Code (or the applicable collection costs amount as set forth by the French Commercial Code); and (iii) upon evidence of supporting documentation by Integral, an amount representing all reasonable costs and expenses incurred by Integral in collection of any sums owed. Fees are stated without the inclusion of value added tax (and any other tax on the supply of goods or services), which shall be paid in addition by Customer at the rate and in the manner required by applicable law. The parties agree that the rates listed in the applicable IO or SOW may be modified by Integral in its sole discretion. Integral shall provide you with at least thirty (30) days’ prior written notice of any price modifications. Your continued use of the Services after notice of any rate change shall constitute your acceptance of such updated rates. Notwithstanding anything to the contrary herein, you may terminate this these Standard Terms by giving written notice to Integral if such rate change is not acceptable to you.
- Intellectual Property. Integral owns, and shall continue to own, all intellectual property and other proprietary rights in and to all portions of the Services, and any data and information that (i) results from Your use of the Services or is collected by Integral through the provision of the Services to you; or (ii) is derived from any of the foregoing, including, without limitation, all lists or other records containing any such information (the “Integral Data”). You agree not to use, transfer, distribute, or dispose of any information contained in the Services or in any Integral Data in any manner that could compete with the business of Integral. You may not, without prior written approval from Integral, (a) sell, resell, license, distribute, transfer or otherwise exploit any Integral Data to any third party; (b) publicly disclose or publish any Integral Data in its entirety, or the substantial equivalent of the same; (c) use the Integral Data to create white or black lists; (d) reverse engineer or attempt to reverse engineer the Integral Data or the Services; or (e) allow a third party to do any of the above. You will not remove or obscure any copyright, trademark or patent notices that appear on the Services. All rights not specifically granted to you hereunder are retained by Integral. You own and shall retain all rights in and to content and materials that you use in connection with the Services (“Your Materials”). Integral does not acquire any interest in Your Materials by virtue of providing the Services. Notwithstanding the foregoing, you hereby grant Integral a limited license during the term of the applicable IO or SOW to use Your Materials solely to the extent necessary to provide the Services to you. Except for the limited rights set forth in Section 1, you do not acquire any interest in the Services by virtue of entering into the IO, the SOW or these Standard Terms.
- Confidential Information. In connection with the applicable IO or SOW or these Standard Terms, Integral may disclose to you certain confidential proprietary information owned by it (“Confidential Information”). You shall maintain Integral’s Confidential Information in strict confidence and shall not disclose, publish or copy any part of such Confidential Information. You shall use Integral’s Confidential Information solely for the purpose of the applicable IO or SOW and these Standard Terms and for no other purposes.
- Disclaimer. The Services are provided to you “as is” and Integral expressly disclaims all warranties, express, implied or statutory, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and noninfringement, and any warranties arising out of course of dealing, usage, or trade. Integral does not warrant that the Services will meet your specific requirements or that the operation of the Services will be completely error-free or uninterrupted. Integral shall not be liable to you for any inoperability of the Services or for any loss of information or other damage or disruption of any kind. Any use by you of the Services is at your own risk. any modification of the Services or combination of the Services with another product or services, except as specifically authorized by Integral in writing, shall void any warranty.
- Indemnification. You agree to indemnify, defend and hold harmless Integral, its affiliates and licensors and their respective officers, directors, and employees from and against any and all liability, claims, causes of action, suits, damages and expenses, including reasonable attorneys’ fees and costs, to the extent that such is based upon any third party claim in connection with the your (a) breach of these Standard Terms, (b) use of or access to the Services, or (c) violations of applicable laws, rules or regulations in connection with the Services, except to the extent caused by a breach of these Standard Terms by Integral. Integral reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Integral in asserting any available defenses.
- EU Personal Data.
7.1 Definitions and Roles. In these Standard Terms, the terms “data controller”, “data processor”, “data subject”, “personal data” and “processing” have the meaning given to them in European Directive 95/46/EC (the “EU Data Protection Directive”). To the extent that the Integral Data includes any personal data, the parties intend, in relation to such personal data, that: (a) you are a data controller; (b) Integral is a data processor insofar as you are permitted to use such personal data for your internal business purposes under Section 1; and (c) Integral is a data controller of such personal data in all other circumstances.7.2 Customer as a Data Controller. You shall not use personal data under Section 7.1(a) (including, without limitation transferring or providing access to such personal data to Integral) in any way which: (a) is in breach of these Standard Terms, including without limitation, Section 1; (b) does not comply with the EU Data Protection Directive or other laws applicable (including French “Computer and Liberties” Act dated 6 January 1978) to such data and/or you; (c) is not consistent with the notice given to and consent given by the data subjects of such personal data; (d) is illegal; (e) is offensive, abusive, indecent, obscene, or constitutes harassment; (f) is in breach of any third party rights (including any third party intellectual property rights); (g) has any fraudulent purpose or effect; or (h) damages or may damage Integral’s name and/or reputation. You agree to indemnify, defend and hold harmless Integral, its affiliates and their respective officers, directors, and employees from and against any and all liabilities, claims, causes of action, suits, judgments, settlements, damages or costs and expenses, including reasonable attorneys’ fees (collectively, “Losses”), to the extent that such Losses arise out a breach by you of this Section 7.27.3 Integral as a Data Processor. Integral will process personal data under Section 7.1(b): (a) as a data processor on your behalf; (b) only for the purpose of providing the Services and otherwise as permitted under these Standard Terms; and (c) in accordance with your instructions, which the parties acknowledge are set out in full in these Standard Terms. Integral will take appropriate technical and organizational measures against unauthorized or unlawful processing of, or accidental loss or destruction of, or damage to, such personal data.7.4 Integral as a Data Controller. Integral may process personal data under Section 7.1(c) for any purposes in compliance with the EU Data Protection Directive and applicable local laws.
- Limitation of Liability. In no event will integral be liable to you for any indirect or consequential damages (including without limitation loss of use, data, business or profits or costs of cover) arising out of or in connection with these standard terms, any IO or SOW hereunder or the use or performance of the services, whether such liability arises from any claim based upon contract, warranty, product liability (to the extent permitted by applicable law) or otherwise, and whether or not it has been advised of the possibility of such loss or damage. Integral’s cumulative liability to you, from all causes of action and all theories of liability, will be limited to and will not exceed the fees paid to Integral by you during the most recent twelve (12) months.
- Term and Termination. These Standard Terms shall commence on the date set forth in the applicable IO or SOW and shall continue in accordance with the term set forth in the applicable IO or SOW. In the event of your breach all or part of these Standard Terms, then Integral may terminate the Services or your access to all or any part of the Services at any time, upon written notice, by certified mail with return receipt, to you of such breach and if you fail to remedy the breach within fifteen (15) days of receipt of the letter. If you have any questions about the termination of any part of the Services, please contact us at email@example.com. All provisions of these Standard Terms which by their nature should survive termination shall survive termination, including, without limitation, intellectual property ownership provisions, warranty disclaimers, EU personal data, indemnity and limitations of liability.
- Public Statements and Use of Marks. Customer shall not (a) make any public statements or announcements, or statements to third parties, regarding the Services provided by Integral under these Standard Terms and applicable IO or SOW, or (b) use Integral’s trademarks or logos, in each case, without obtaining prior written approval from Integral in each instance.
- Miscellaneous. These Standard Terms and the IO or SOW (as the case may be) are the entire agreement between you and Integral with respect to the Services, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Integral with respect to the Services or any other of the subject matter hereof. If any provision of the Standard Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Standard Terms will otherwise remain in full force and effect and enforceable. No failure of Integral to enforce any of its rights under these Standard Terms will act as a waiver of such rights. These Standard Terms are personal to you, and are not assignable, transferable or sublicensable by you except with Integral’s prior written consent. Integral may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Standard Terms and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under these Standard Terms, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under the Standard Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service to the address specified in the IO or SOW (as the case may be) or such other address as may be properly specified by written notice hereunder. These Standard Terms shall be governed by the laws of the France and each party consents to non-exclusive jurisdiction and venue in the courts located in France.
Effective February 23, 2016
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