These General Terms and Conditions of Services govern the relationship between MyPassPro, a company incorporated in the United States and whose registered office is located at 1701 Rhode Island Ave NW, Washington, DC 20036 (hereinafter, “Artur’In Inc.”) and the customer, as defined in Article 1 below (hereinafter, “the Customer”).
Hereinafter, “the Party” or “the Parties”.
Object and acceptance of the contract:
The purpose of the Contract is to define the conditions for the provision of services to the customer by Artur’In Inc. By completing the order form, the customer acknowledges having read the terms of these Terms and conditions of Service in the entirety without limitation or qualification and accept them without reservation. The acceptance applies for the duration of the contract. If the customer refuses to comply with any of the obligations and conditions set out in the agreement, he/she must give up access to the services.The client declares and guarantees to have the legal capacity to contract and, if he represents a company or any other body having legal personality, to be authorized to act in the name and on behalf of this company or this organization. If you are not authorized to agree, or if the subscriber does not agree to be bound by these terms and conditions of this agreement and Artur’In Inc. payment and refund policies and to follow all regulations, you are not to access the platform.
Certain services may be subject to additional terms and conditions specified by us from time to time, and Subscriber’s use of such services is subject to those additional terms and conditions, which are hereby incorporated into this Agreement by reference.
Article 1 – Definitions
The Parties agree that the following terms, in the singular and / or plural, shall, within the context of these Terms and Conditions of Service, have the meaning defined below:
1.1 “Subscription” means the offer signed by the Customer granting him a right of access to, and use of, all or part of the Services, specifically content, data (including Subscriber’s own contact information), and marks (including, without limitation any trademarks, service marks, trade dress, or other marks or logos), according to the options chosen by the Customer, for a given number of User(s). The various Subscription offers are detailed on our website, at: www.arturin.com.
1.2 “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
1.3 “Purchase Order” refers to an agreement of services between the parties upon completion of initial electronic payment.
1.4 “Customer” means the agreement of the Order Form upon completion of purchase order.
1.5 “Terms and conditions of Service” means this document, constituting, with the Order Form(s), the Contract governing the contractual relations between Artur’In Inc. and the Customer in the context of the provision of the Services. The latest updated version of the Terms and conditions of Service is available at this address: https://www.arturin.com/terms/.
1.6 “Contract” means this group constituted by these Terms and conditions of Service and the Order Form(s).
1.7 “Content” means any text, images, sounds, video, graphics, audience, names, logos, marks or symbols transmitted in connection with the Services.
1.8 “Personal Data” means any information that directly or indirectly identifies a natural person either alone or in combination with other information, and analytics information.
1.9 “Data” means all data generated, created, or provided in connection with Subscriber’s use of the Services. Data includes Subscriber Data and Artur’In Inc. Data.
1.10 “Artur’In Inc. Data” means all Data generated, created or provided by Artur’In Inc. in connection with Subscriber’s use of the Services, including Data generated, created or provided by its agents, vendors, service providers or other third parties engaged by Artur’In Inc., which is not Subscriber Data.
1.11 “On-boarding” means the activation of the Customer’s account on the Platform.
1.12 “Identifiers” refers to the set consisting of a login and a password allowing access to the Platform by the Customer.
1.13 “Information” means the data (including Personal Data), information and content provided by the customer to Artur’In Inc. for the provision of the Services.
1.14 “Maintenance/Improvement” refers to a set of actions aimed at preventing, correcting or improving the Platform’s multifunctions, improving it, updating it or making it evolve.
1.15 “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
1.16 “Third-Party Applications” means technology, Web-based applications and offline software products that are provided by third parties, interoperate with the Platform, and are not owned or created by Artur’In Inc.
1.17 “Platform” refers to the platform accessible to the Customer, through its identifiers, hosted in the Cloud, including software provided in Saas mode (Software as a Service) to operate the Services. The Platform allows the Client to view the actions carried out on his/her behalf by Artur’In Inc., to plan them, and to access the results of these actions.
1.18 “Benefits” refers to any service provided by Artur’In Inc. punctually, excluding those included in the subscription(s) subscribed by the Customer.
1.19 “Services” means the services provided by Artur’In Inc. to the Customer as part of a Subscription, which may include, depending on the options chosen by the Customer, sending electronic communications (such as “newsletters) to customers, prospects and / or relations of the Client, the publication of content on social networks, the organization of competitions on behalf of the Client, the design and creation of advertisements, their distribution on digital media (social networks, etc.), the purchase of corresponding space on these supports and the follow-up of campaign, etc.
1.20 “User” means any natural person authorized to use the Customer’s account on the platform, and who have been assigned a unique login or been granted access. Users may include but are not limited to employees, consultants, contractors, agents, and/or other 3rd parties.
Article 2 – Contractual Document
The Contract consists of the following contractual documents, presented in hierarchical order of decreasing legal value:
The order (s):
Terms and conditions of service
In case of contradiction between one and / or several stipulations appearing in any of these documents, the document of higher rank will prevail:
The general conditions of purchase of the Customer are not applicable in the relations between the Parties.
Article 3 – Object and acceptance of the contract
3.1 The modification of the contractual relations between the Parties can only be done:
3.2. The Terms and Conditions of Service may be modified at any time by Artur’In Inc.
The Customer will be notified by any means dematerialized, including electronically (by email or personalized message on the Platform), within a reasonable time before the new version of these Terms and Conditions of Services.
The Customer may request the modified Terms and Conditions of Service, which he or she may keep and print.
If the Customer does not wish to continue his contractual relationship with Artur’In Inc. in accordance with the new Terms and Conditions of Service, he will inform Artur’In Inc. within fifteen (15) days of the day he is notified of this change. In this case, he will continue his relations with Artur’In Inc. under the version of the Terms and Conditions of Service enforced on the date of completion of the Purchase Order.
Otherwise, the Customer will be deemed to have accepted these new Terms and conditions of Service which will then automatically apply between the Parties from their effective date.
Article 4 – Access to the platform by the Client
4.1. The Parties will agree on the on-boarding Date which will be mentioned on the Purchase Order.
4.2. From the on-boarding, the Customer will be able to access his account on the Platform using the Identifiers previously communicated to him by Artur’In Inc..
These Identifiers allow a specific number of Users to use the Customer Account on the Platform.
The Identifiers are strictly personal and confidential and the Customer must use them in a way that preserves the strict confidentiality.
Any use of the Platform by means of these Identifiers is deemed to have been made by the Customer himself.
The Customer is responsible for all actions performed on the Platform with its Identifiers, and will bear only the consequences that may result from the fraudulent use of its Identifiers by any unauthorized person.
4.3. At the request of the Client, Artur’In Inc. agrees to set up its account on the Platform by proceeding in particular to the connection of this account with that of the Customer on social networks (through, as far as possible, APIs social networks concerned).
Artur’In Inc. also undertakes to train the Customer in the use of the Platform and to provide any assistance in the event of difficulties, by mail or telephone, within three (3) working days – excluding periods of leave, where the deadline may then be extended to fifteen (15) days.
Compliance with Email Laws. Subscriber warrants and agrees that its use of the Services shall comply with all applicable laws relating to the sending of commercial email messages, including but not limited to, the CAN-SPAM Act of 2003 and its implementing regulations, as well its applicable privacy policies, agreements and statements, and with any instructions provided by an email recipient to Subscriber in the form of an unsubscribe, opt-out, withdrawal of consent, or other directive. All commercial email messages sent through the Platform shall contain an unsubscribe link to permit email recipients to opt-out of receiving commercial email through the Artur’In Inc. service, whether sent by Artur’In Inc. on behalf of itself or its Subscribers. Commercial emails sent through the Platform to a recipient who previously unsubscribed is prohibited and Artur’In Inc. shall not knowingly send, or permit any Subscriber to send, email messages through the Platform in contravention of the recipient’s unsubscribe instructions. Further, Subscriber shall notify Artur’In Inc. promptly, and within no more than 10 days, of any individual who unsubscribes or withdraws consent to receive email communications from Subscriber or agents acting on Subscriber’s behalf.
Article 5 – Interruption for maintenance of the platform
5.1. Artur’In Inc. reserves the right to make the Platform evolve by completing, modifying or deleting features, especially when these developments are likely to improve the ergonomics, use, performance, and security of the Platform.
Artur’In Inc. will make such changes only if they are reasonable and acceptable to the Customer or if their execution is required by law.
To carry out these Maintenance operations, Artur’In Inc. reserves the right to interrupt the Client’s access to the Platform for less than forty-eight (48) consecutive hours.
The Customer will be warned, as far as possible, within twenty-four hours (24 hours) by means of a visible message on the Platform.
5.2. Moreover, Artur’In Inc. can not be held responsible for the interruption of access to the Platform, in the following cases:
5.3. Artur’In Inc. can not be held responsible for the loss of money, or reputation, or any special, indirect or induced damages resulting from the interruption of the Platform.
Artur’In Inc. can not be held responsible for any degradation of hardware, software or data (example: viral contamination) incurred by the Customer in connection with its use of the Platform, or any loss and / or alteration of data (regardless of the cause).
To avoid any inconvenience, the Customer must ensure that regular backups are made of his/her data.
Article 6 – Services provided as part of a Subscription
6.1. As part of the Services, the Customer authorizes Artur’In Inc. to:
6.2. Optional service called “Boost’In”
If the Customer subscribes to a specific (and optional) Subscription to the Service entitled “Boost’In” by accepting and completing the corresponding Purchase Order, it gives Mandate to Artur’In Inc. so that this company acquires in its name and on its behalf advertising on all or part of the digital media, and which may include: Facebook, Google, Instagram, e-mailings, etc., whatever their technical terms of dissemination (websites, mobile applications, etc.), for the purpose of displaying advertisements to promote the products and / or services of the Customer.
The Customer will pay Artur’In Inc., upon presentation of an invoice in accordance with the stipulations of Article 9 below, a fixed monthly price (payable in advance) as indicated in the Purchase Order which includes:
At the end of each Monthly Period, the eventual balance that may exist between the amount allocated for the purchase of advertising space and the amount actually paid by Artur’In Inc. to the publishers of the aforementioned media will be carried over to the following Monthly Period.
If the Customer decides to terminate the Boost’in Subscription according to the terms set out in the Purchase Order, this balance will be refunded by Artur’In Inc. to the Customer, upon request of the Customer.
In the event that one or more publishers of the aforementioned media would grant a posteriori discounts (“back margins”) to Artur’In Inc. on the price of advertising space, Artur’In Inc. will keep the amount for its own benefit, which the Customer expressly accepts.
On the other hand, if one or more media publishers grant a priori discount on the purchase of spaces as part of a Customer advertising campaign, especially in the form of coupons or credits, Artur’In Inc. will fully benefit the Customer by applying this discount to the advertising campaign in question.
The Customer may access from his or her account on the Platform to the report of the execution of the advertising campaign. This report includes:
Artur’In Inc. will make its best efforts to achieve the campaign’s performance goals, without this being an obligation of result.
In other words, Artur’In Inc. does not guarantee the success of the advertising campaign conducted on behalf of the Customer on the aforementioned media, but undertakes to broadcast the announcement or the agreed message on the media agreed with the Client, subject to the refusal of publishers of said media to ensure this dissemination.
Thus, its responsibility as an advertising intermediary can not be sought, especially in case of difficulty or inability to access the Client’s advertising advertisements or to view them, or in case of refusal of the publishers of the media to disseminate them.
6.3. Optional service called “Shoot’in”
If the Customer subscribes to a specific (and optional) Subscription to the “Shoot’in” Service, Artur’In Inc. undertakes to provide him or her directly or through any provider of his or her choice a service for the production of photographs and videos.
These photographs and videos will be used to enhance the image of the Customer, on the media and in the manner agreed between the Parties.
6.4. Other Optional Services offered to the Client
The Customer may subscribe to any other Service offered by Artur’In Inc., by completing the Purchase Order describing this or these Services.
Article 7 – Customer’s distinctive signs
The Customer authorizes Artur’In Inc. to use its distinctive elements (corporate name, commercial name, logo, any element related to the Customer’s brand image, etc.):
In connection with the provision of the Services by Artur’In Inc. (in connection with the sending of newsletters, the publication of content on behalf of the Client, within the advertising campaigns provided as part of the Boost’In Subscription, etc.);
As part of the communication made by Artur’In Inc. regarding its own clientele; as such, Artur’In Inc. may cite the Client as a commercial reference and report on the work carried out on his behalf within the framework of this Contract.
Article 8 – Test
In the event that the Customer is offered the opportunity to test the Services for a specific period of time, Artur’In Inc. reserves the right to block access to the Platform and delete all data attached to its account on the expiry date of this test period.
Article 9 – Invoicing and payment methods
9.1. Artur’In Inc. is committed to providing the Customer with:
The Customer agrees to remain in good standing with the designated form of payment to the best of his or her ability, to allow the collection on the date fixed.
The Customer agrees to inform Artur’In Inc. in writing, without delay, of any change occurring on the form of payment (especially in case of change of account title or bank).
If the Customer revokes designated form of payment without providing a new one that allows Artur’In Inc. to collect payment, Artur’In Inc. reserves the right to terminate the Agreement without delay and / or to require cash payment by bank check.
In the event of an invoice remaining unpaid for a period of more than fifteen (15) days from the due date, Artur’In Inc. will be entitled to suspend temporarily or permanently the Customer’s access to the Platform and to cease the provision of the Services, until the bill is paid in full.
9.2. Taxes. Unless otherwise stated, Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Subscriber is solely responsible for paying all Taxes associated with this Agreement. If Artur’In Inc. has the legal obligation to pay or collect Taxes for which Subscriber is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by Subscriber, unless Subscriber provides Artur’In Inc. with a valid tax exemption certificate authorized by the appropriate taxing authority.
9.3. The prices of Services and Subscriptions are detailed in the Order Form.
Subscription (s) and Services are payable in US dollars.
Payments already made by the Customer are not refundable.
Failure to pay on the due date automatically entails the billing of a late payment interest rate.
9.4. In the event of major changes to the Platform and / or Services (major changes in the features offered, changes in the business model, emergence of a new product or service, etc.), Artur’In Inc. reserves the right to change the price of the service ‘Subscription for the future’.
The Customer will then be informed by any means of the nature of this change and the subsequent change in price of the Subscription, within a minimum period of sixty (60) days before the date of renewal of the Subscription, at the end of the Initial Period or the successive Period as referred to in Article 14.1 below.
The new price will apply from the date of renewal of the Customer’s Subscription.
If the Customer does not wish to be applied this new price, it will have to terminate the Contract under the conditions referred to in article 14.2.1 below.
9.5. If the Customer has been granted specific pricing conditions because of his or her membership in a group (Franchise price), the fact that he or she is no longer a member of this group will automatically result in the price change to the catalog price at the beginning of the contract.
The new pricing conditions will be the subject of renegotiation in good faith between the Parties.
Article 10 – Obligations of the Customer
As part of this Agreement, the Customer agrees to:
If the Customer’s breach of any of its obligations results, directly or indirectly, in damages to Artur’In Inc. or to third parties, the Customer will be held solely responsible and must assume the financial consequences alone.
Article 11 – Liability of Artur’In Inc.
Artur’In Inc. will only be liable for direct damages suffered by the Customer, which will be determined to result from Artur’In Inc.’s breach of its obligations.
On the other hand, Artur’In Inc. cannot in any case be held responsible for:
No legal action or claim whatsoever may be brought or made by either party more than six (6) months after the occurrence of the event.
The liability of Artur’In Inc. in the event that it would be recognized by a judicial decision, may not exceed fifty percent (50%) of the total amount actually paid to Artur’In Inc. by the Customer under the Contract in the course of 12 (twelve) months before the occurrence of the chargeable event of Artur’In Inc..
Article 12 – Intellectual property
12.1. All technical, graphic, textual and other elements constituting the Platform (texts, graphics, software, photographs, images, videos, sounds, plans, graphic charter, technology (s), names, brands, logos, creations and works that can be protected, databases, etc.) as well as the Platform itself are the exclusive property of Artur’In Inc..
The Client acknowledges that no property is transmitted to him or her, and that no right or license is granted to him or her, apart from a right to use the Platform for his or her own account and to benefit from the Services for the duration of the contract.
Consequently, unless express and prior authorization of Artur’In Inc., the Customer undertakes not to:
Any non-expressly authorized use of elements of the Platform incurs the civil and / or criminal liability of its author and may lead to legal proceedings against it.
12.2. The Customer authorizes Artur’In Inc. to copy, store, adapt, distribute and reuse all the Information provided by the Customer for the sole purpose of providing the Services.
The Customer warrants Artur’In Inc. against any possible third party recourse to such Information.
Article 13 – Personal data – Subcontracting
13.1. The execution of the Services implies the processing, by Artur’In Inc., of Personal Data on behalf of the Client and on his instructions.
In connection with the provision of the Services, Artur’In Inc. acts as a subcontractor of the Customer, who is the data controller of the Personal Data.
In this context, Artur’In Inc. will process the Personal Data of customers, prospects and Customer relations (including its contacts on social networks) during the term of the Agreement, in order to allow the Customer to carry out prospecting, loyalty and, more generally, communication with this population.
The Personal Data processed by Artur’In Inc. on behalf of the Customer are: first names, last names, email addresses and telephone numbers of these persons.
13.2. The Customer, as controller, warrants that the Personal Data it provides, if any, to Artur’In Inc. for the performance of the Services are processed by it in accordance with the Personal Data Regulations.
He/She further undertakes to document in writing his or her instructions concerning the processing of Personal Data that the Customer entrusts to Artur’In Inc..
In general, the Customer agrees to:
13.3. Artur’In Inc., as a subcontractor, undertakes to respect the obligations incumbent on it under the Personal Data Regulation, and in particular to:
13.4. Artur’In Inc. is authorized to use Amazon Web Services – AWS -, Sendgrid and Adictiz (hereafter “Subcontractor (s)”) to carry out the following processing activities: storage and processing data as part of cloud service provision (AWS), storage and data processing for sending emails (SendGrid) and data collection as part of the implementation and animation competition games (Adictiz).
As part of the service offered to its Clients, Artur’In Inc. is also brought to use the storage services of social networks that it runs on behalf of its Clients, especially for their contacts, friends, followers, fans, etc. These networks are, as of the date hereof: Facebook, Twitter, LinkedIn, GoogleMyBusiness. And in the future, Instagram, Snapchat, as well as any other social network that could be integrated into the service offered by Artur’In Inc. to its customers.
In addition, as part of the Boost’in optional subscription, Artur’In Inc. uses the advertising services offered by the publishers of the media referred to in section 6.2 hereof.
Finally, as part of the optional “Shoot’in” subscription, Artur’In Inc. uses the services of MEERO, which itself uses independent service providers (for example, photographers) to take pictures. photographic and videographic videos and editing of them.
The subsequent subcontractor (s) is / are subject to the same obligations as Artur’In Inc..
It is Artur’In Inc.’s responsibility to ensure that the Subcontractor (s) Subsequent (s) present (s) sufficient guarantees in terms of security and confidentiality of Personal Data, so that the processing respond to requirements of the Personal Data Regulations.
If the subsequent subcontractor (s) do not fulfill his / her data protection obligations, Artur’In Inc. remains fully liable to the Client for the execution by the Customer (s). other subcontractor of its / their obligations.
13.5. If the Personal Data is initially collected by the Customer, it is his responsibility to provide the information to the persons concerned by the processing operations carried out by Artur’In Inc. on his behalf, at the time of the data collection.
13.6. Artur’In Inc. assists the Customer to respond to requests for the exercise of rights of access, rectification, deletion and opposition, right to limitation of processing, right to portability of data, right not to be the object an automated individual decision (including profiling).
When the persons concerned exercise Artur’In Inc. requests for the exercise of their rights, Artur’In Inc. must send these requests as soon as they are received by e-mail to the Customer at the e-mail address indicated on the Order Form.
13.7. Artur’In Inc. notifies the Customer in writing of any violation of Personal Data within a maximum of forty-eight (48 hours) after becoming aware of it.
This notification shall be accompanied by all relevant documentation to enable the Customer to (i) take any appropriate measures or instruct Artur’In Inc. to this end, (ii) if necessary, notify the relevant supervisory authority of such violation.
The Client will be responsible for informing the persons concerned, if the Regulations in on the protection of Personal Data.
Article 14 – Duration and termination of the contract
14.1. Contract length
This Agreement is concluded for a period of twelve (12) months (hereinafter, the “Initial Period”).
This Initial Period will begin on the on-boarding date or the date of first implementation of the Service indicated on the Purchase Order (Quote) signed by the Customer.
At the end of the Initial Period, this Agreement is tacitly renewable for the same period as the Initial Period (hereinafter “the successive Periods”).
14.2. Termination by the Parties
14.2.1. At the end of the Initial Period or a subsequent Period, the Contract may be terminated without indemnity by either Party, by notifying the other Party in writing in respect of a minimum notice period of one (1) month before the due date.
As an exception to the foregoing, the Customer may terminate the Agreement without notice in the event that the price of the Subscription (s) subscribed (s) would be modified by Artur’In Inc. according to the terms and conditions referred to in article 9.3 before.
14.2.2. Any breach by one of the Parties to one or more of the obligations stipulated in this Agreement, authorizes the other to terminate this contract automatically and immediately, if the defaulting Party does not remedy the breach within fifteen (15) days after receipt of notice in writing, subject to any damages and interest to which the injured Party may be entitled.
14.3. Termination by the Customer
If the Customer terminates the Agreement during the Initial Period or a Subsequent Period of his/her Subscription, he/she undertakes to pay the full price for the first six (6) months of contract duration then an early termination fee equal to fifty percent (50%) of the amount remaining to be paid up to the end of the Initial Period or the current Succession Period (except termination of the Agreement in the event of default by Artur’In Inc., in the case referred to in Article 14.2.2).
In no event shall termination of the Agreement waive the Customer’s obligation to pay the fees due to Artur’In Inc. for the period prior to the effective date of termination of the Agreement.
14.4. Termination by Artur’In Inc.
In the event of use of the Platform by the Customer not in accordance with the Agreement, Artur’In Inc. shall be entitled to temporarily or permanently suspend the Customer’s access to the Platform and the provision of the Services, and to terminate the Agreement in accordance with the terms and conditions set forth in this Agreement. Article 14.2.2.
In all cases, Artur’In Inc. reserves the right to terminate this Agreement at any time, including in the Initial Period, upon one (1) month’s notice, by notifying the Customer by registered mail with acknowledgment of receipt.
Article 15 – Confidentiality
15.1 Definition of Confidential Information. As used herein, Confidential Information means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Subscriber’s Confidential Information shall include its Subscriber Data; Artur’In Inc.’s Confidential Information shall include the Platform Data; and Confidential Information of each party shall include any business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Subscriber Data) shall not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party.
In the performance of the Contract, each Party shall maintain the confidentiality of all information and data of any nature whatsoever, whether written or oral, transmitted to it by the other Party or of which it may have become aware. during the contractual relationship, and will only use them to exercise its rights and obligations under the Contract.
The confidentiality obligations of the Parties will remain in effect for the duration of the Agreement and for 2 (two) years after its expiry regardless of the cause.
15.2 Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (a) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (b) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
15.3 Protection of Subscriber Data. Without limiting the above, Artur’In Inc. shall maintain appropriate administrative, physical, and technical safeguards designed to protect the security, confidentiality and integrity of Subscriber Data in Artur’In Inc.’s possession and control from unauthorized access, disclosure and use. In the event that an unauthorized party accesses and acquires Subscriber Data (a “Security Incident”), Artur’In Inc. shall promptly notify Subscriber. If, due to a Security Incident which is caused by the acts or omissions of Artur’In Inc. or its agents, a notification to an individual, organization or government agency is required under applicable privacy laws, Subscriber shall be solely responsible for the timing, content and method of any such legally-required notice and compliance with such laws.
15.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
Article 16 – General provisions
16.1. Independence of the Parties. The Parties acknowledge and agree that they may not make any commitment on behalf of and/or on behalf of each other.
The Parties acknowledge and agree that they act independently of each other and that this Agreement shall in no way be considered to establish between the Parties a de facto partnership, a joint venture or any other between them any reciprocal representation or solidarity with regard to their respective creditors.
16.2. Autonomy of stipulations. If any of the stipulations of the Contract were to be declared void or inapplicable, under a rule of law in force or a judicial decision becomes final, it will be deemed unwritten.
The remaining provisions hereof shall remain in force while retaining all their force and scope, insofar as is possible, the Parties agreeing, as necessary, to move closer to replace the null clause with a valid clause as close as possible, in his mind, to that which it is intended to replace.
16.3. No waiver. The fact that either of the Parties does not claim the application of any of the provisions of the Contract or accepts its non-performance, whether permanently or temporarily, can not be interpreted as a waiver by this Party to its rights hereunder and will not constitute such a waiver, shall in no way affect the validity of all or part of these presents and shall not affect the rights of the Party to act accordingly.
16.4. Applicable law and competent court. The validity, interpretation, performance or termination of the Contract and any consequences thereof shall be governed by and construed in accordance with United States federal law.
16.5 Governing Law Venue. This Agreement shall be governed by Washington, DC law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims, or causes of action arising out of or in connection with this Agreement or the Platform shall be subject to the exclusive jurisdiction of the state and federal courts located in Washington, DC.
16.6 Waiver of Jury Trial. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
16.7 Export Compliance. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the foregoing, (a) each party represents that it is not named on any United States government list of persons or entities prohibited from receiving exports, and (b) Subscriber shall not permit Users to access or use the Platform in violation of any United States export embargo, prohibition or restriction.
16.8 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
16.9 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
16.10 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
16.11 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
16.12 Attorney Fees. Subscriber shall pay on demand all of Artur’In Inc.’s reasonable attorney fees and other costs incurred by Artur’In Inc. to collect any Fees or charges due Artur’In Inc. under this Agreement.
16.13 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without consent of the other party, to its Affiliate or in connection with any merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
16.14 Entire Agreement. This Agreement, including all Subscription Specific Terms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or attachment hereto, the terms of this Agreement shall prevail.
16.15 Survival. Rights and obligations under this Agreement which by their nature should survive, including, but not limited to any and all payment obligations invoiced prior to the termination or expiration hereof, will remain in effect after termination or expiration hereof.
16.16 Amendment. This Agreement will not be changed, modified, or amended except by a writing executed by both parties or if Subscriber electronically accepts a subsequent agreement or amendment delivered by Artur’In Inc. via the Platform.
16.17 Force Majeure. Neither party shall be in default for failing to perform any obligation hereunder, other than the payment of monies, if such failure is caused solely by supervening conditions beyond the parties’ respective control, including without limitation acts of God, civil commotion, strikes, terrorism, failure of third party networking equipment, failure of the public Internet, power outages, labor disputes, suspension of applicable legal licensing to operate, death, incapacitation, military call to service or governmental demands or restrictions
In the event of a dispute between the Parties, Artur’In Inc. and the Customer will make best efforts to resolve the dispute amicably within a maximum of sixty (60) days from receipt of written notice from the Customer.