CLASS&CO SOFTWARE SAS
You acknowledge our rights to modify the Terms at any time, in part or in total, and You are obligated to review the Terms from time to time to understand your then current obligations.
ARTICLE 1. ACCESS TO THE SERVICES
The Client must be a moral and physical person and over 18 years of age. Accounts created by robots or automatic methods are strictly forbidden. The Client must provide its full identity, a valid e-mail address as well as all mandatory information required to complete its account creation online. The Client must create as many accounts as Users. Each User will have a personal username and password (“Account Credentials”). The username attributed to the User is personal and confidential. It cannot be used by several Users.
In doing so, you will (a) submit only complete and accurate information to include automatic payment options as we may accept (the “Account Information”); and (b) maintain and promptly update your Account Information if it changes.
The username and password are personal and confidential. They can only be modified on demand or at the initiative of CLASS&CO SOFTWARE. Your commitment to maintaining the strict confidentiality of your Account Credentials is a material condition of your right to access the Services.
Every action made with the username of a User is assumed to be made by You.
In case of loss or theft of one of its usernames, the User is responsible for all activity that occurs under your Account Credentials. You are responsible for notifying us as quickly as possible of such loss or theft and to complete the process of modifying your username and password.
In the event you provide us information that is untrue, inaccurate, incomplete or outdated information, or we reasonably believe it is, we reserve the right to suspend or terminate the Services.
ARTICLE 2. License.
We grant you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Services solely in accordance with these Terms. This license is for the sole purpose of enabling you and your users to use and enjoy the benefit of the Services, in the manner permitted by these Terms. All rights not expressly granted to you are reserved by CLASS&CO SOFTWARE and its licensors.
ARTICLE 3. OBLIGATIONS OF THE CLIENT
You are expressly prohibited from using the Services to post or transmit any infringing, threatening, false, misleading, abusive, harassing, libelous, defamatory, vulgar, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law, regardless of whether that post or transmission is solely within your Organization or publicly disclosed. We will cooperate fully with all law enforcement authorities and court orders requesting or directing that We disclose the identity if known of any user posing the aforementioned prohibited materials on the Services.
You understand and agree that upload and download of any User Content or Services Content, as the case may be, through the Services are done at your own discretion and risk. You agree to comply with all laws, rules and regulations (for example, federal, state, local and provincial) applicable to your use of the Services and User Content, including copyright laws. We reserve the right to immediately suspend or terminate your account without further notice in the event that, in our sole and absolute judgment, you violate these Terms, or abuse the use of our Services.
You shall not use any Services Content for any purpose other than in the regular performance of your typical functions in your business. You shall not forward, provide, distribute or transfer any of the Services Content, directly or indirectly, to any third party unaffiliated with the Organization purchasing the Services Content from Us.
Conditions For an optimal use of the Services, You must have a reliable Internet connection and use the web browser Google Chrome. The internet access needs to conform with rules applicable in the country where information is accessed or sent.
You declare and guarantee you and your users have knowledge of the characteristics and constraints of the Internet, the response times required to consult, ask for or transfer information. CLASS&CO SOFTWARE denies all responsibilities regarding the performances of the Services in relation with the characteristics of the Client’s work station, its modems or the type of its internet connection.
You are responsible for the acts of and omissions of all employees and subcontractors who access and use the Services under the Terms. You acknowledge that the Services may contain features and functionality (including codes that act as keys to “lock” and “unlock” access to the Services) designed to render the Services technologically incapable of being used except as permitted by the Terms. You must not remove, modify or obscure proprietary rights notices that we place on the Services or Documentation. This means that if you print any portion of the Documentation, you must reproduce and prominently display our copyright and similar rights notices. You must comply with all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Products, including those related to data privacy, international communications and the transmission of technical or personal data. You also must notify Class&Co SOFTWARE immediately of any unauthorized use of the Services or any other known or suspected breach of security of the Services or your Account. You may not use the Services if you are a direct competitor of Class&Co SOFTWARE, except with our prior written consent. In addition, you may not use the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
ARTICLE 4. term and termination
- Suspend at any time and without notice the access to the Services, after informing the Client by e-mail, in the event that the Client does not remedy the situation within ten (10) days following the reception of the e-mail sent by CLASS&CO SOFTWARE asking for a remedy to this non-compliance, this suspension being applicable without prejudices to other actions from CLASS&CO SOFTWARE and specifically from its right to terminate the Agreement; and/or
If you pay for the Services by automatic payment, you understand and agree that at the end of each one (1) year term we will automatically continue to charge a monthly , with no prior authorization, for a renewal period of the same length as the initial Services Term. We will continue to do so at the end of each successive Services Term until you cancel prior to the expiration or termination of the applicable License Term by contacting us at firstname.lastname@example.org. For a License Term of one (1) year you must provide notice to us no later than ten (10) days prior to the expiration of the term. WE DO NOT PROVIDE REFUNDS. IF YOU DO NOT WANT TO BE CHARGED FOR RENEWAL YOU MUST TIMELY CANCEL.
Similarly, in the event of non-compliance by CLASS&CO SOFTWARE with one of any of the contractual obligations that is applicable to it, the Client has the right to terminate the Agreement at any time and with a one (1) month notice, by e-mail if CLASS&CO SOFTWARE does not remedy to the situation within ten (10) days following the reception of the e-mail sent by the Client asking for a remedy to this non-compliance and aiming the present termination clause, without prejudice to the right of Client to sue CLASS&CO SOFTWARE for damages within the limits stated in the present Agreement.
ARTICLE 5. FINANCIAL TERMS
The fees and payment terms for the Services will be set at the time of purchase (the “Fees”) in a separate Order Form.
CLASS&CO SOFTWARE reserves the right to revise the pricing of the Services, with the obligation to notify You by e-mail through the administrator account. The new pricing will be effective two (2) months after notification, and You may terminate the Agreement during this period, using the conditions provided in the Article 4 – Term and Termination. Failure to terminate per the terms stated herein will be your acceptance of the new price.
All invoices must be paid within five (5) working days following the date of reception. Without prejudice to the other actions at the disposal of the Parties, the non-payment of an invoice related to the use of the Services will result by right, besides the fact that it is immediately due, in the invoicing of default interests, calculated from the due date on the basis of a rate equal to five times the legal interest rate applicable to remaining due payments.
In addition to the default interests, the Client shall compensate CLASS&CO SOFTWARE for the costs associated with payment recovery.
ARTICLE 6. NEW RELEASES; NO SUPPORT SERVICES
We may from time to time develop and make generally available, either at no-charge or for a specified upgrade fee, new releases of the Services containing new features or functionality or modifications or enhancements to the Services existing capabilities. The Terms and all of the terms herein apply to all such releases even if we do not separately require you to provide re-confirmation of your assent. We will not otherwise provide you with new releases or any other support, maintenance, training, consulting or customization services unless otherwise agreed by us by contract with you.
ARTICLE 7. LIABILITY AND INDEMNITY
UNDER NO CIRCUMSTANCES SHALL CLASS&CO SOFTWARE BE LIABLE TO CLIENT AND/OR ANY USE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICES OR THE INTERNET GENERALLY, INCLUDING WITHOUT LIMITATION, USER’S USE OR INABILITY TO USE THE SERVICES, ANY CHANGES TO OR INACCESSIBILIYT FOF THE SERVICES, DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR RECEIVED OR NOT SENT OR RECEIVED, ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH THE SERVICES, OR ANY DATA OR MATERIAL FROM A THIRD PARTY ACCESSED ON OR THOUGH THE SERVICES, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHERWISE. IN NO EVENT SHALL CLASS&CO SOFTWARE’s TOTAL LIABILITY FOR DIRECT DAMAGES EXCEED THE TOTAL FEES PAID BY CLIENT TO CLASS&CO SOFTWARE IN THE MONTH PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
These liability limitations are applicable to the full extent permitted by the law, but are not related to a breach in confidentiality or intellectual property rights infringement of one Party by the other.
You agree to defend, indemnify and hold the CLASS&CO SOFTWARE Parties harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising in any way from your use of the Services, or your breach or violation of Applicable Laws or of the Terms. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with CLASS&CO SOFTWARE’s defense of such claim.
ARTICLE 8. Disclaimer of Warranties
The Parties acknowledge that, even with the high level of security norms set in place by CLASS&CO SOFTWARE:
- The data transmitted by Internet travel through independent electronic communication networks with a set of characteristics and capacities that may be overloaded.
- The Internet is an open network, and consequently, the information transmitted through this mean are not protected against the risks of hijacking, fraudulent intrusion, malicious or non-authorized within the information system of the Client, the illegal extraction or alteration of data, system programs or files, and virus contamination.
- It is the Client’s responsibility to take every appropriate measure, including the awareness and control of the activities of its Users in order to protect their information system and data from viruses and non-authorized intrusion from third-parties.
Consequently, You use the Services at Your own risk. The Services are provided on an “AS IS” and “AS AVAILABLE” basis, without warranty of any kind, express or implied, except those if any stipulated in the Order Form. CLASS&CO SOFTWARE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES CLASS&CO SOFTWARE MAKES NO OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICES. IF YOU ARE DISSATISFIED WITH THE SERVICES, THE CONTENT OR ITS FEATURES AND FUNCTIONS AND SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE ITS USE.
ARTICLE 9. PERSONAL DATA
CLASS&CO SOFTWARE, in strict compliance with the law and rules in place, wishes to collect certain information. The information is collected in accordance with the provisions related to personal data protection and is used to provide the Users with an optimal use of the Services.
CLASS&CO SOFTWARE established automatized personal data processing and commits to comply with the legal obligation related to personal data protection, such as the French Law n°78-17 of the 6 of January 1978 related to computing, files and civil liberties.
The personal data collection does not allow to display, directly or indirectly, ethnics origins, public, philosophic or religious opinions, or the affiliation to a group, nor data related to health or sexual orientations.
The Client allows CLASS&CO SOFTWARE to provide its technical providers with certain information, in order to provide the Client and its Users with certain functions of the Services (Private account, forum, comments, feedback…).
The Users have the right to access and correct their data that they can use by sending a message to CLASS&CO SOFTWARE at the following address: email@example.com.
Moreover, the Client and its Users can use their right to oppose the use of their data for legitimate reasons by notifying CLASS&CO SOFTWARE.
The Client and its Users acknowledge that, in general and considering the current technological environment, every time they publish information online, the information may be collected and used by third-parties. Consequently, the Client and its Users discharge CLASS&CO SOFTWARE from any responsibility or damageable consequences of the use made by third-parties of the information exchanged through communication networks.
ARTICLE 10. Cookies
CLASS&CO SOFTWARE and/or its partners may stock information on the computer and/or the tablet and/or the mobile phone of the User. The information will take the form of « Cookies » or similar files. « Cookies » are data that do not contain any personal data and are sent through the server on the hard drive of the User. The purpose of Cookies is to easily identify the User when the User logs in, and to ease the User’s participation to certain events, promotions, activities… available on the Website and/or in the Application.
The Client and its Users acknowledge and agree that CLASS&CO SOFTWARE reserves the right to implement « Cookies » on their computers and/or tablets and/or mobile phone, with the purpose of saving all information related to their navigation through the Software.
ARTICLE 11. CLIENT DATA
The Client remains the exclusive owner of the contractual data (the “Client Data”) provided to CLASS&CO SOFTWARE. In the event of termination of the Agreement for any reason, and at the condition that the Client paid all fees due to CLASS&CO SOFTWARE, CLASS&CO SOFTWARE commits to return without a fee the totality of the Client Data, upon the Client’s demand. The Client Data shall be returned under a standard format used by the Client, in their state on the last day of using the Services in the context of the Agreement.
CLASS&CO SOFTWARE commits in a non-limitative way, during the Agreement and upon termination:
- Not to spread any Client Data, partially or in their totality, without a previously written authorization from the Client.
- Not to use the Client Data, partially or in their totality, for any other purpose than Your use of the Services, without a previously written authorization from the Client.
You represent and warrant that: (i) you own the Client Data posted by you on or through the Services or otherwise have the right to grant the rights and licenses set forth in these Terms; (ii) the posting and use of Client Data on or through the Services does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (iii) you agree to pay for all royalties, fees, and any other monies owed by reason of Client Data you post on or through the Services; (iv) the Client Data will not interfere with, or disrupt, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Service, or create an undue burden on the Services; and (v) you have the legal right and capacity to enter into these Terms in your jurisdiction.
With the exception of the Client Data, the Services and all its Contents are the exclusive property of CLASS&CO SOFTWARE. CLASS&CO SOFTWARE only grants the Client and its Users a non-exclusive, non-transferable and temporary right to use the Services.
ARTICLE 13 FORCE MAJEURE
Neither CLASS&CO SOFTWARE nor the Client shall be held liable for non-compliance of or delays in their duties under this Agreement where such non-compliance is the result of force majeure, including natural disaster, prohibition or order by a public authority, fire, explosion, epidemic, strike, lock out, illness or lack of electric power.
ARTICLE 14. INDUSTRIAL AND INTELLECTUAL PROPERTY RIGHTS
All the property rights and moral rights, of intellectual property and/or industrial property, related to the Contents and the Services are the sole property of CLASS&CO SOFTWARE, subject to any property right possibly owned by a third-party and for which CLASS&CO SOFTWARE obtained transfers or necessary authorizations.
All the elements (branding, texts, hypertext links, logos, images, videos, sound elements, Services, data base, codes…) of the Services and associated websites are protected by national and international laws of intellectual property. All these elements are the exclusive property of CLASS&CO SOFTWARE.
The Client acknowledges that any action of counterfeit is punishable under civil and criminal law.
ARTICLE 15. CONFIDENTIALITY
The Parties commit to preserve the confidentiality of the information they may receive regarding the other Party, of any document and information exchanged in the context of the Agreement. The Parties commit to use any confidential information exclusively for the purpose of fulfilling their obligations to each other. This obligation shall be maintained, for any reason, for duration of three (3) years following the end of the Service Term.
This obligation of confidentiality is not applicable to information generally available to or known by the public, or information independently developed outside the scope of this Agreement. A recipient Party shall hold all such confidential Information in strict confidentiality and shall not use or reveal the same except pursuant to a final order of a court or other body of competent jurisdiction, in which event the other Party shall be informed, to allow it to make a claim against such disclosure.
ARTICLE 16. NOTICE
For any claim or inquiry with CLASS&CO SOFTWARE, the Client can send a registered letter with acknowledgement of receipt to the following address: CLASS&CO SOFTWARE SAS, 35, rue Notre-Dame de Lorette, 75009 PARIS.
To report a technical issue, the Client can send an e-mail with acknowledgement of receipt to the following address: firstname.lastname@example.org.
ARTICLE 17. MISCELLANEOUS
The Client agrees to the use of electronic mail and/or other written telecommunication systems for the transmission of information related to the services offered by CLASS&CO SOFTWARE.
The Client and its Users expressly agree that:
- An identification code identifies formally the author of a document or a message, and confirms the authenticity of the document or message.
- An electronic document presenting an identification code is the equivalent of a written and signed document by the issuing person.
- The Parties can make use of a paper print of an electronic message from a messaging tool to prove the content of their exchange related to the execution of the present Terms.
Section headings are used for convenience of reference only. In the event of one of the provisions of the present Terms being void, illegal, non-opposable or inapplicable in any way, the validity, legality or the application of the other provisions of the present Terms shall not be affected of altered, the other provisions of the Agreement shall remain in force and keep their full effect.
CLASS&CO SOFTWARE may, if needed, proceed to the redaction of a new provision with the objective to re-establish the will as expressed in the initial provision, and this, in accordance with the law applicable to the present Terms.
No joint venture, partnership, employment, or agency relationship exists between you and CLASS&CO SOFTWARE as a result of the Terms or use of the Services. Waiver of a breach is not waiver of other or later breaches. It is your responsibility to ensure that your contact and account information (including your email and billing addresses) are current and correct, and you must promptly notify CLASS&CO SOFTWARE in writing of any changes to such information. By entering into the Terms, you grant permission to CLASS&CO SOFTWARE to use your company name and logo for the limited purpose of identifying your organization as a CLASS&CO SOFTWARE customer.
If the Client thinks that some elements or Contents of the Services are illicit and/or a counterfeit of property rights it owns, the Client must immediately notify CLASS&CO SOFTWARE by registered mail with acknowledgement of receipt, with all the elements justifying it is the owner of the considered property rights. After verifying the claim, CLASS&CO SOFTWARE shall make its best effort to remove the illicit content. CLASS&CO SOFTWARE cannot be held responsible for content present in the Services published by third-parties, and/ or editable by third- parties (such as Users’ opinions…).
In the unlikely event that CLASS&CO SOFTWARE has not been able to resolve a dispute it has with you after attempting to do so informally, we each agree to resolve any claim, dispute, or controversy (excluding any CLASS&CO SOFTWARE claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by the International Chamber of Commerce (“ICC”) in the city of New York, New York under the commercial rules then in effect for the ICC, except as provided herein. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this section shall be deemed as preventing CLASS&CO SOFTWARE from seeking injunctive or other equitable relief from the courts as necessary to protect any of CLASS&CO SOFTWARE’s proprietary interests. The timeline for disputes, unless otherwise required by applicable law, must be commenced within one year after the cause of action accrues. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND CLASS&CO SOFTWARE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
The Terms is the entire agreement between the parties with respect to the Services, supersedes all previous or contemporaneous written and verbal agreements or proposals relating to the same subject matter and cannot be amended or modified except by written agreement. The Terms may be modified by CLASS&CO SOFTWARE from time to time at its sole discretion. Each updated or supplemented version shall supersede the prior version. New versions will be posted to our website at http://yusofleet.com/en/terms-of-use/. If your procurement processes require issuance of an internal purchase order, neither such purchase order nor its terms shall supersede, replace or amend the Terms.
The parties intend every provision of these Terms to be severable. If any part of these Terms is not enforceable, the remaining provisions shall remain valid and enforceable. In such case, the parties will in good faith modify or substitute a provision consistent with their original intent. If any remedy fails of its essential purpose, then all other provisions, including the limitations on liability and exclusion of damages, will remain fully effective.