Services provider terms and conditions

These Service Provider terms and conditions (“Terms of Use”) govern the use of the services provided by ByPath to the Client identified. By accepting this Terms of Use, either by clicking a box indicating your acceptance or by executing an order form that references this Terms of Use, you agree to the term of this agreement.

1.    Definitions

ByPath is a SaaS application that brings competitive intelligence to sales people.

ByPath leverages Big Data and social networks and delivers to sales teams smart customized and “ready to use” information to generate leads, improve win rate and save time.

« Contract » means Terms of use and all order form signed by the client

« Terms of Use » means this document

« We », « Us », « ByPath » or « Our » means the ByPath Company

« You », « Your » or « Client » means the company or other legal entity that acquires and uses ByPath Services, for which you are accepting this Terms of Use of that company or entity.

« Authorized User » means any person who is a user of the Service

« Service » or « ByPath Service» – means all services provided by ByPath

« Order Form » – means, if you are subscribing to the ByPath Service any ordering documents subscription to that service.

« ECB » means European Central Bank, the Central Bank for the euro and administers monetary policy

« Confidential Information» means information that Client and its authorized users upload in its usage of the Services hereunder

2.    License to use services

2.1  Subscription

Services are only available to Authorized Users who have subscribed to the ByPath sales team or from one of its authorized resellers.

Service is prohibited for non-subscribers and unidentified third parties with ByPath teams.

ByPath hereby grants Client, during the term, a limited, non-transferable and non-exclusive license for Client’s employees, prospective employees to use the Services in accordance with the use parameters described in the Subscription Order Form, solely for Client’s internal business purposes consistent with the terms and conditions of this Terms of Use.

2.2  Services Access

ByPath will issue to one or more Authorized User(s) an individual logon identifier and password.

The Client agree that his purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by ByPath regarding future functionality or features.

Client  has no right to modify or create (a) any derivative work based upon the Service or ByPath; (b) engage in, permit or suffer to continue any unauthorized copying, reselling or distribution of the Service; (c) grant any sublicense or other rights to the ByPath Service; (d) reverse engineer, disassemble or decompile all or any portion of, or attempt to discover or recreate the source code for, any ByPath Services; or (e) remove, obscure or alter any intellectual property rights notice related to the ByPath Service.

Client will ensure that all access to and use of the Service by Client, or otherwise through Client’s facilities, equipment, identifiers or passwords, will be in accordance with the terms of this Terms of Use and will be made and used solely for proper and legal purposes, and will be conducted in a manner that does not violate any law, rule or regulation, or the rights of any third party.

You may not access or use the Service if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

2.3  Term

The initial term of this Contract shall be the term specified on the Subscription Order Form. After expiration of the initial term specified on the Subscription Order Form the Client’s subscription to the Services shall automatically renew for same successive periods (the initial term and each renewal term, a “Term”) unless either party provides written notice of non-renewal at least 30 days prior to commencement of the applicable renewal term if former period of subscription was 12 months or more and at least 7 days prior to commencement of the applicable renewal term if former period of subscription was 1 month, 3 monthes or 6 monthes.

Written notice of an increase in fees for any renewal term shall be provided to Client at least 30 days prior to commencement of the applicable renewal term.

2.4  Restrictions

Client and its Authorized Users shall be prohibited from and will not:

  • Share access code with any other individual,
  • Sell, lease, license or sublicense the Services
  • (to the extent such prohibition is permitted by law) reverse engineer, disassemble or decompile the Services or any software included in the Services
  • provide, disclose, divulge or make available to, or permit use of the Services by, any third party (except as expressly provided for herein)
  • copy or reproduce all or any part of the Services (except as expressly provided for herein)
  • knowingly interfere, or attempt to interfere, with the Services in any way
  • use the Services to engage in spamming, mailbombing, spoofing or any other fraudulent, illegal or unauthorized use of the Services
  • knowingly introduce into or transmit through the Services any virus, worm, trap door, back door; or remove, obscure or alter any copyright notice, trademarks or other proprietary rights notices affixed to or contained within the Services.

 

3.    Fees and Payments

3.1  Fees

In consideration of the license rights to the Service(s) granted in Section 2.1, Client shall pay the fees specified in the Subscription Order Form.

Except as otherwise specified herein or in an Order Form (i) fees are based on annual services purchased and payable in advance, (ii) fees are based on Services purchased and not actual usage, (iii) payment obligations are non-cancelable and fees paid are non-refundable and (iv) quantities purchased cannot be decreased during the relevant Subscription term.

3.2  Overdue Charges and Suspension of the Service

ByPath (or its authorized reseller identified on the applicable Subscription Order Form) shall invoice Client for all amounts payable to ByPath hereunder which shall be due within 30 days of Client’s receipt of such invoice. Late payments will incur interest in an amount calculated on the basis of the European Central Bank marginal rate.

If any amount owing by You under this or any other agreement for ByPath services is 30 or more days overdue, ByPath may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend ByPath services to Client until such amounts are paid in full.

3.3 Penalties for delay, penal clause and unpaid lump sum

In case of payment after due date, late payment penalties will be calculated from the due date until the day of the actual payment at the bank base rate plus 10 times without being able to be less than 3 times the legal interest rate. Any delay in payment of more than 10 days will result in the sending of a formal notice and the application, under the penalty clause, equal to 20% of all unpaid sums. Under Decree No. 2012 -1115 of 2 October 2012 setting the amount of the flat-rate indemnity for collection costs in commercial transactions provided for in Article L. 441-6 of the Commercial Code, any invoice paid after its maturity will result in a flat-rate penalty of € 40 .

4.    Warranties and Responsibilities

4.1  Warranties

Client represents, warrants and covenants to ByPath that: (a) it has the authority to enter into this Terms of Use and perform its obligations hereunder; and (b) it and its Authorized Users will only use the Services for lawful purposes and will not use the Services to violate any law of any country or the intellectual property rights of any third party.

ByPath does not guarantee that Client’s access to the Services will be uninterrupted or error free. ByPath does not warrant the accuracy, reliability, completeness or timeliness of the content of Internet Web sites or other data received by Client via the Internet.

The Client accepts that its name and logo can be used or quoted as customers references in all ByPath external communications such as: website, .ppt presentation, press release… The Client will be able to remove its logo and name by sending a request at contact@bypath.com.

4.2  Responsibilities

To the extent permitted by law, in no event will either party be liable for any indirect damages, loss of profits, loss of use, business interruption, loss of or damage contract, even if such party has been advised of the possibility of such damages.

Authorized Users are subject to the confidentialities policies of the different online social networks on which you have accounts.

5.    Data Privacy

5.1  Confidential Information

“Confidential Information” means information that Client and its authorized users upload in its usage of the Services hereunder, the Terms of Use and any Subscription Order Form, the Services, any software provided by ByPath under this Terms of Use, the logon identifiers and passwords provided to Client and its Authorized Users, the fees charged under this Terms of Use, any other materials marked confidential by Client or ByPath and any other information conveyed under this Terms of Use that is identified in writing as confidential at the time of its conveyance. Each party acknowledges and agrees that: (a) the Confidential Information may constitute valuable trade secrets of the party owning such Confidential Information; (b) it will use Confidential Information solely in accordance with the provisions of this Terms of Use; and (c) it will not disclose, or permit to be disclosed, the Confidential Information of the other party to any third party without the disclosing party’s prior written consent. Each party will take all reasonable precautions necessary to safeguard the confidentiality of the other party’s Confidential Information including, at a minimum, those precautions taken by a party to protect its own Confidential Information, which will in no event be less than a reasonable degree of care. Confidential Information will not include information that is: (d) publicly available; (e) already in the other party’s possession and not subject to a confidentiality obligation; (f) obtained by the other party from any source without any obligation of confidentiality; (g) independently developed by the other party without use of or reference to the disclosing party’s Confidential Information; or (h) required to be disclosed by order of a court or other governmental entity;

5.2  Data Privacy

To ensure the protection of personal data which might be sent by internet users or Authorized User to ByPath, the Service is declared to the National Commission for Information Technology and Civil Liberties (CNIL).

During their visits, Authorized Users are informed that a cookie may automatically appear on their browsing software. A cookie is a block of data which is not use for the identification of the user but serves in recording data relating to user’s browsing on the site. Cookies are used, for example to improve the quality of the site.

Configuring their browsing software allows users to be informed of the presence of a cookie and, if they wish, to refuse it.

If cookies are refused, some services will no longer be accessible. Authorized Users have the right to access, amend or delete their personal data communicated by the cookie.

We do not display personal profiles to the public in general. Only Authorized Users can see contact profiles.

Our Services display some content that is not ByPath’s. This content is the sole responsibility of the entity that makes it available.

Authorized User or not, may require that the personal data concerning them which is incorrect, incomplete, ambiguous, outdated or whose collection, use, communication or storage is forbidden be rectified, completed, updated, locked or deleted according to the case.

Whenever you are Authorized User or not, these rights may be exercised by email contact@bypath.com or by filling unsubscription form or by post to the following address –ByPath, 6-10, rue Troyon 92310 Sèvres – France.

6.    Modification of the Terms of Use

ByPath reserves the right to modify the Terms of Use without personally warning.

7.    Governing Law

This Agreement will be governed and interpreted by the laws of France, excluding its rules regarding conflicts of law. Should the parties fail to settle any dispute amicably; the parties hereto agree to submit to the jurisdiction of the City Court of Nanterre.