Terms and conditions
By agreeing to these Terms and Conditions of Use (hereafter, the "TCU" or "Agreement") during the registration process, by completing the
registration process, or by using all or any part of the code provided to you by us, DECLICMEDIA, SARL incorporated under the laws of France,
with a stated capital of Euro 5,700 registered at the RCS of Paris under number B 481 917 136, with its corporate offices at 88 avenue des
Ternes 75017 Paris (hereafter, "Us", "We" or the "Licensor") YOU EXPRESSLY REPRESENT TO US THAT YOU ARE AUTHORIZED TO ENTER INTO
THIS AGREEMENT ON BEHALF OF YOUR LEGAL ENTITY AND YOU EXPRESSLY AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS
Eligibility. By registering with us your are not automatically eligible to receive a license to our proprietary code libraries as further defined here
after. If we accept your request, you will be assigned a Partner Identifier which will allow us to better manage our relationship.
Copyright. Any and all code, library, protocol, package, file, documentation or information provided to you under any form (hereafter, the
"Code") is our property and is licensed, not sold, to you for use only under the terms of this TCU and we reserve all rights not expressly
licensed to you.
License. By receiving the Code you are granted a non-exclusive, worldwide, revocable license to use the Code under the terms of this TCU. We
retain the right to revoke the license at any time, without justification, by simple email notification. In such event we will cut your access to our
APIs and you will be required to immediately remove the Code and to immediately stop providing a link to our service. All electronic versions of
the Code must be immediately deleted from all devices and all physical copies of the Code, even when partial, shall be immediately destroyed.
Test Libraries. You will be first provided with test libraries and installation information. Before going live you will cooperate with us in order to
test and to assess the stability, security and all other aspects of the integration of the Code in your service. You agree to follow all requirements
of the installation documentation (that are part of this TCU as incorporated by reference) with respect to the test environment of this phase.
Going Live. When we are confortable with the use of the Code in the test phase we will authorize you to go live and offer your service to the
public. However, we retain the right to suspend or cancel your access and revoke the license, even after you have gone live. The requirements
and the installation information provided to you with the Code is incorporated by reference in this TCU and you must abide by all its provisions.
Modifications to the Code. We may, in our sole discretion, provide updates, upgrades, maintenance changes and in general modify the Code at
any time. When you receive such modified Code you are required to implement the changes immediately or within the timeframe provided to
you in the attached information. You will be responsible for any damage resulting from a lack, late or incomplete implementation of the
changed Code. Should you change, add, in part delete or in any way modify the Code, we will own all intellectual property rights over such
Customers. By implementing the Code on your handheld device application or website, you will be linking to our service provided through our
proprietary handheld device applications or websites. The customer will hence be transferred to our service and will then order and pay on our
own systems, becoming our customer for whom we retain all rights over its information. The contractual relationship is therefore between the
customer and us alone.
Commissions. You will be paid a commission on the sales we generate through your customer transfers defined as follows:
|Europe (except UK)
Amouts are per unit. Europe and UK amounts include VAT. USA and world are not subject to VAT. The commission calculation is based on the
margin. This margin is the difference between the selling price and the cost. This cost includes all printing, shipping and other production
Calculation and Payment. The Commission will be paid at the end of each month if the commission exceeds the minimum of 50€. If it does not,
then it will be paid once the cumulated commission adds up to 50€.
Since sales are made in various currencies, we will, for each such other currency, convert it into Euro at the rate set at closing time the previous
business day at the Paris Exchange and as published in the French daily newspaper "Les Echos".
All applicable withholding taxes or duties shall be deducted from the commission as provided by law.
Our End-user Terms and Conditions. The Code provided to you will link your website or application to ours and therefore you as well as your
customers must abide by our End-user Terms and Condition that you can access by clicking here. We particularly stress the importance that you
make sure that the customers you transfer to us abide by its terms and particularly its "Section 2. Your Commitment". You will be responsible
for any breach of such End-User Terms and Conditions by any customer transferred to us.
Warranties. THE CODE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND EXPRESS OR IMPLIED, AND TO THE MAXIMUM EXTENT
PERMITTED BY THE APPLICAPLE LAW. EXCEPT AS EXPRESSLY PROVIDED IN THIS CLAUSE, NO WARRANTY, CONDITION, UNDERTAKING,
LIABILITY OR TERM, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO CONDITION, QUALITY, PERFORMANCE, FUNCTIONALITY,
INFRINGEMENT, MERCHANTABILITY, DURABILITY OR FITNESS FOR PURPOSE, IS GIVEN OR ASSUMED BY US AND ALL SUCH WARRANTIES,
CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED.
Limitation of Liability. WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSS, DAMAGE, COST OR
EXPENSE OF ANY KIND WHATSOEVER AND HOWSOEVER CAUSED (INCLUDING BUSINESS INTERRUPTION, OR ANY LOSS OF BUSINESS,
ANTICIPATED SAVINGS, REVENUE, GOODWILL, MANAGEMENT TIME, LOSS OF PROFITS OR OF CONTRACTS, LOSS OF OPERATION TIME,
LOSS OF REPUTATION OR OF DATA) INCLUDING NEGLIGENCE, WHETHER IN CONTRACT OR TORT, EVEN IF WE HAVE BEEN ADVISED OF THE
POSSIBILITY. YOU WILL USE ALL EFFORTS TO MITIGATE YOUR LOSS SUFFERED. OUR AGGREGATE LIABILITY AND THAT OF OUR AFFILIATES
UNDER OR IN CONNECTION WITH THIS TCU AND THE CODE WILL BE LIMITED TO THE NET PROFIT GENERATED BY SALES TO CUSTOMERS
TRANSFERRED BY YOU.
No Waiver. Our failure to exercise any of our rights under this TCU or to require the performance of any term or provision of this TCU, or the
waiver by either Party of such breach of this TCU, shall not prevent a subsequent exercise or enforcement of such right or be deemed a waiver
of any subsequent breach of the same or any other term or provision of this TCU. Any waiver of the performance of any of the terms or
conditions of this Agreement shall be effective only if in writing and signed by the Party against which such waiver is to be enforced.
Termination. We retain the right to terminate this Agreement and the license it grants at any time, without prior notice, by simple email
notification. You will be able to terminate this Agreement at any time with two weeks prior notice starting at the reception of such notice by
registered mail sent to our corporate offices stated in the first paragraph of this TCU. In the event of termination of this Agreement, we will cut
your access to our APIs and you will be required to immediately remove the Code and to immediately stop providing a link to our service. All
electronic versions of the Code must be immediately deleted from all devices and all physical copies of the Code, even when partial, shall be
Headings. The headings in this TCU are for the convenience of the Parties only and are not intended to define or limit the scope or interpretation
of the Agreement or any provision hereof.
Severability. If any term of this TCU is invalid or unenforceable, such terms or provisions shall not invalidate the rest of the Agreement which
shall remain in full force and effect as if such invalidated or unenforceable terms or conditions had not been made a part of this TCU. In the
event this section (Severability) becomes operative, Parties agree to attempt to negotiate settlement that carries out the economic intent of
the terms or provisions found invalid or unenforceable.
Entire Agreement. This TCU sets forth the entire agreement between the Parties with respect to the subject matter hereof and supersedes any
prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written.
Transfer. This TCU is transferable and assignable by us at any time and without notification. You are not allowed to transfer or assign any part
of this TCU or the Code without our prior written consent.
Change of Control. You will notify us of any change of the control in your ownership, particularly if to one of our competitors, as well as any
other material change affecting the corporate structure of your company.
Nondisclosure. You agree to limit disclosure of the Code to those employees or contractors who (a) have a legitimate need for access to the
Code, and (b) have similarly agreed in writing to preserve and protect the Code from unauthorized use, disclosure or access. You agree to use
and protect the Code from unauthorized use, disclosure or access by using the same degree of care that you use to protect your own information
of a similar nature.
Indemnification. You will indemnify, hold harmless and defend us and our employees, officers, directors, and agents from and against any and
all losses, liability, damage, costs or expenses (including reasonable attorneys" fees) based on any claim brought by a third party against us (or
our employees, officers, directors, or agents) based on the breach or alleged breach by you of any provision of this TCU.
Force Majeure. Neither party shall be liable in damages or have the right to terminate this TCU for any delay or default in performing hereunder
if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions, wars,
insurrections, strikes or other work stoppages, and/or any other cause beyond the reasonable control of the party whose performance is affected.
Dispute Resolution. In the event any dispute or controversy arising out of or relating to this TCU, the parties agree to exercise their best efforts
to resolve the dispute as soon as possible. The parties shall, without delay, continue to perform their respective obligations under this Agreement
which is not affected by the dispute.
In the event that the parties cannot by the exercise of their best efforts resolve the dispute, they shall submit the dispute to the mediation of a
jointly appointed Mediator. The Mediator will not adjudicate the dispute but will broker a negotiated amicable solution. Both parties shall agree
the costs relating to the mediation before being incurred.
Should the mediation fail, all disputes arising from or relating to this Agreement shall be brought exclusively before the Tribunal de Commerce
of Paris, France.
This agreement is subject to the laws of France to the exception of its conflict of law rules.