Last update: 14 April 2022
By subscribing to, accessing or using the Service, by completing an Order, or by clicking “I agree” (or any equivalent button), the person doing so (the “Client” or “you”) acknowledges having read, understoodand accepted these Terms, together with our Privacy Policy and Data Processing Agreement, which are incorporated herein by reference.
“Order” means the subscription page, order summary, checkout, order form or equivalent document presented to and accepted by the Client at the time of subscription (including through our payment provider), which sets out the selected plan, its features, billing frequency and price.
“Subscription” means the Client’s right to access and use the Service for the duration and on the terms set out in the applicable Order.
“Fees” means the amounts payable by the Client for the Subscription, asset out in the applicable Order.
“User Content” means any content submitted, uploaded, posted, created orotherwise provided by the Client on or through the Service.
“DPA” means the Data Processing Agreement entered into between theparties pursuant to Article 28 of the GDPR, governing the processing of personal data by Capteev on behalf of the Client, available on the website or on request and incorporated into these Terms by reference.
“SLA” means any Service Level Agreement or service-level commitments setout in an Order or in a separate document agreed between the parties.
“Intellectual Property Rights” means all patent, copyright, moral, database, trademark, trade dress, design, trade secret and other intellectual property rights, whether registered or not, now existing or a rising in the future, in any jurisdiction.
These Terms set out the conditions under which Capteev sells Subscriptions to, and provides the Service for, its Clients. They apply to all Orders and to all access to and use of the Service, to the exclusion of any other document and, in particular, of any of the Client’s own general terms of purchase.
The Service is intended for business and professional Clients acting forpurposes relating to their commercial, industrial, craft or liberal activity. Accordingly, the provisions of the French Consumer Code, including those relating to the right of withdrawal, do not apply.
Acceptance of these Terms is full and unreserved. The Client may not subscribe to or use the Service without having accepted these Terms.
The Client’s electronic consent to these Terms, whether by clicking “I agree” (or any equivalent button), by completing an Order, by registering for the Service or by continuing to use the Service, constitutes the Client’s electronic signature. In accordance with applicable law, in particular articles 1366 and 1367 of the French Civil Code, such electronic acceptance has the same legal value as a handwritten signature and is enforceable between the parties. Records kept by Capteev and by its payment provider regarding the Order and its acceptance constitute admissible evidence of the Client’s consent.
Where the Client subscribes on behalf of a company, organisation or other entity, the Client represents and warrants that it is duly authorised to bind that entity, and these Terms then apply to both the individual and that entity.
Access to the Service generally requires the creation of an account. The Client is responsible for providing accurate, current and complete information and for keeping it up to date.
The Client is solely responsible for maintaining the confidentiality of its login credentials and for all activities carried out under its account. The Client must notify Capteev without delay at contact@clipr.co of any loss, theftor unauthorised use of its credentials. The Client may not use another user’s account without authorisation, nor allow any third party to access the Service using its credentials.
Capteev may establish and maintain different types of accounts and access levels and may set usage limits, in accordance with the applicable Order.
The Service is a software-as-a-service solution providing tools and related functionality for the creation, configuration, management,distribution, analysis and support of digital advertising content and campaigns, together with associated technical support and reporting.
The content used in the Client’s campaigns is provided, uploaded and configured by the Client. Capteev does not collect, harvest or source third-party content on the Client’s behalf; the Client determines and supplies the content it is entitled to use and remains responsible for it in accordance with Section 11 (User Content).
The specific features, scope, options, service levels and limits applicable to a given Subscription are those described in the corresponding Order. Capteev may, at any time and in its sole discretion, improve, modify, add or remove features of the Service, provided that it does not substantially degrade the core functionality of an active Subscription. Where a change materially and adversely affects an active Subscription, Capteev will use reasonable efforts to notify the Client in advance.
The Client subscribes by selecting a plan and completing the corresponding Order through the Service or through our payment provider. The contract is formed when the Client accepts the Order and these Terms, and is confirmed by Capteev or its payment provider (for example, by an order or payment confirmation).
The characteristics and price of the Subscription are those displayed inthe Order at the time of subscription. Capteev reserves the right to refuse or cancel any Order in the event of a manifest error, suspected fraud, or non-payment of a previous invoice.
The Fees are those set out in the applicable Order. Unless expressly stated otherwise, Fees are stated exclusive of taxes; value-added tax (VAT) and any other applicable taxes or duties are added at the rate in force and arepayable by the Client.
Subscriptions are billed on a recurring basis according to the billing frequency stated in the Order. By subscribing, the Client expressly authorises Capteev and its payment service providers (including Stripe) to charge theapplicable Fees to the payment method provided, automatically and on a recurring basis, for each billing period, until the Subscription is terminatedin accordance with these Terms.
The Fees applicable to a Subscription are those set out in the Order at the time of subscription and remain unchanged for the duration of the Subscription, including upon tacit renewal under Section 8, unless the Client subscribes to a different plan or the parties agree otherwise in a new Order.
The Client undertakes to provide and keep up to date a valid payment method. In the event of failed, late or incomplete payment, Capteev may, without prejudice to its other rights, suspend access to the Service after notice, and apply late-payment interest and the fixed recovery indemnity provided for by articles L.441-10 and D.441-5 of the French Commercial Code. Except where required by applicable law, Fees already paid are non-refundable, including in the event of partial use of the Service during a billing period.
The Subscription takes effect and runs for the duration set out in the applicable Order. Unless the Order states otherwise, the Subscription renews automatically by tacit agreement for successive periods of the same duration as the initial period.
Either party may prevent renewal by terminating the Subscription beforethe end of the then-current period, using the cancellation feature made available within the Service or by written notice to contact@clipr.co. Termination takes effect at the end of the then-current period; the Client retains access until that date and remains liable for the Fees due for that period.
Capteev may suspend or terminate the Subscription with immediate effectin the event of a material breach by the Client that is not remedied within fifteen (15) days of notice, or in the event of non-payment, fraud or unlawful use of the Service. Upon termination for any reason, the right to access and use the Service ends, subject to Section 9 (Reversibility and Data Retrieval), and the provisions which by their nature are intended to survive shall continue to apply.
Upon expiry or termination of the Subscription for any reason, Capteev will, at the Client’s request, make the Client’s User Content and associated key data available for export in a commonly used, machine-readable format for a period of thirty (30) days from the effective date of termination.
After that thirty (30) day period, Capteev may permanently delete the Client’s User Content and data, subject to (i) any legal or regulatory retention obligations and (ii) routine backup cycles, after which residual copies are deleted in the ordinary course. Specific or assisted extraction work requested by the Client beyond standard export may be quoted separately. Reversibility under this Section is without prejudice to Capteev’s right to suspend access for non-payment.
The Client undertakes to use the Service lawfully and in accordance withthese Terms. In particular, the Client shall not:
- use the Service for any purpose other than that for which it is provided, or inbreach of any applicable law or regulation;
- impersonate any person or entity, or misrepresent the source, identity or content of anyinformation transmitted via the Service;
- infringe the rights of third parties, including Intellectual Property Rights, privacy ordata-protection rights;
- upload or disseminate any virus, malware or other harmful code, or attempt tointerfere with, overload, compromise or gain unauthorised access to the Service or its underlying systems;
- reverse engineer, decompile or attempt to discover the source code of the Service,except to the extent expressly permitted by applicable law;
- copy, resell, sublicense, rent or otherwise commercially exploit the Service or itscontent beyond the rights expressly granted; or
- use the Service to discriminate against, harass or incite violence or hostilitytowards others.
Capteev may investigate any breach and take any appropriate measure, including suspending or terminating access to the Service, without prejudice toits other rights.
The Client retains ownership of its User Content. The Client provides its User Content and is solely responsible for it, and warrants that it holds allrights, licences and authorisations necessary to use it and to make it available through the Service, and that its User Content does not infringe any third-party right (including Intellectual Property Rights, image, personality or data-protection rights) or any applicable law or third-party platform terms.
The Client grants Capteev a non-exclusive, worldwide, royalty-free licence to host, reproduce, display, adapt and use the User Content solely to the extent necessary to operate and provide the Service for the duration of the Subscription. Capteev may remove any User Content that it reasonably considers to be in breach of these Terms or of applicable law.
The Service and all of its components, including software, interfaces, code, designs, graphics, logos, trademarks and content (other than UserContent), and all related Intellectual Property Rights, are and remain the exclusive property of Capteev and its licensors. These Terms do not transfer any Intellectual Property Right to the Client.
Subject to compliance with these Terms and to payment of the Fees, Capteev grants the Client a non-exclusive, non-transferable, non-sublicensable right to access and use the Service for the duration of the Subscription, for the Client’s internal business purposes only. Any other use is prohibited without Capteev’s prior written consent.
Each party undertakes to comply with the applicable regulations on the protection of personal data, in particular Regulation (EU) 2016/679 (GDPR) and the French Data Protection Act.
To the extent Capteev processes personal data on behalf of the Client inthe course of providing the Service, the Client acts as data controller (or processor on behalf of its own customers) and Capteev acts as its processor (or sub-processor). Such processing is governed by the DPA entered into pursuant to Article 28 of the GDPR, which sets out the subject-matter, duration, nature and purpose of the processing, the types of personal data and categories of data subjects, and the obligations and rights of the parties. In the event of conflict regarding the processing of personal data, the DPA prevails over these Terms.
The Client authorises Capteev to engage sub-processors to provide the Service, including its cloud hosting and infrastructure providers and its payment service provider (Stripe). Capteev imposes on each sub-processordata-protection obligations substantially equivalent to those set out in the DPA. An up-to-date list of sub-processors is available on request, and Capteev will inform the Client of any intended change so as to allow the Client to object on reasonable grounds. Where personal data is transferred outside the European Economic Area, Capteev implements appropriate safeguards, such as the European Commission’s Standard Contractual Clauses.
The conditions under which Capteev processes personal data as a controller for its own purposes are set out in its Privacy Policy, available on the website and incorporated into these Terms by reference.
Where an Order or a separate SLA specifies service-level commitments (such as availability targets, maintenance windows or support response times), those commitments apply to the relevant Subscription and, to the extent of any conflict, prevail over the general disclaimers set out in Section 16 (Warranties and Disclaimers).
Where service credits are provided for under an SLA, such service credits constitute the Client’s sole and exclusive remedy for the corresponding failure to meet the agreed service levels. In the absence of an SLA in the applicable Order, the Service is provided without any specific availability commitment, in accordance with Section 16.
Each party undertakes to keep confidential any non-public informationdisclosed by the other party in connection with the Service and identified as confidential or that should reasonably be understood to be confidential, andnot to use it other than for the performance of these Terms. This obligation survives termination for a period of three (3) years.
Capteev undertakes to provide the Service with reasonable skill and care. To the fullest extent permitted by applicable law, and except as expressly stated in these Terms or in an applicable SLA, the Service is provided “as is”and “as available”, without any other warranty, express or implied, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement.
Subject to any applicable SLA, Capteev does not warrant that the Service will be uninterrupted, error-free or free of harmful components, nor that it will meet the Client’s specific requirements or achieve any particular result, commercial or otherwise.
To the fullest extent permitted by applicable law, Capteev shall not beliable for any indirect or consequential loss or damage, including loss of profit, revenue, business, opportunity, data or goodwill, arising out of or in connection with the Service or these Terms, even if advised of the possibility of such loss.
In any event, Capteev’s aggregate liability arising out of or in connection with the Service or these Terms, whatever the basis of the claim, shall not exceed the total amount of Fees actually paid by the Client during the twelve (12) months preceding the event giving rise to liability. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded orlimited, including liability for fraud, gross negligence or wilful misconduct,or any liability that would deprive an essential obligation of its substance.
The Client agrees to indemnify and hold Capteev harmless against any claim, loss, liability, damage or expense (including reasonable legal fees) arising out of the Client’s User Content, the Client’s use of the Service, orany breach by the Client of these Terms, of any third-party right or of any applicable law.
Neither party shall be liable for any failure or delay in performing its obligations (other than payment obligations) where such failure or delay results from an event of force majeure within the meaning of article 1218 of the French Civil Code. The affected party shall inform the other party without delay. If the event lasts more than thirty (30) days, either party may terminate the affected Subscription by written notice.
Capteev may modify these Terms at any time. The Client will be informed of any material change by any appropriate means (for example, by email or by a notice within the Service) with reasonable prior notice. The amended Terms apply to any renewal occurring after their entry into force; continued use of the Service after that date constitutes acceptance of the amended Terms.
21.1 Notices. Notices may be given by email or by posting withinthe Service. Notices to Capteev shall be sent to contact@clipr.co.
21.2 Assignment. The Client may not assign or transfer these Termsor any Subscription without Capteev’s prior written consent. Capteev may assign these Terms in connection with a reorganisation, merger or transfer of business.
21.3 Severability and Waiver. If any provision of these Terms isheld to be invalid or unenforceable, the remaining provisions shall remain infull force and effect. The failure by either party to enforce any provisionshall not constitute a waiver of that provision.
21.4 Entire Agreement. These Terms, together with the applicableOrder, the DPA and the Privacy Policy, constitute the entire agreement betweenthe parties in respect of the Service and supersede any prior agreement orcommunication on the same subject matter. In the event of conflict, the Order prevails over these Terms for the specific commercial conditions it sets out, and the DPA prevails for the processing of personal data.
These Terms are governed by and construed in accordance with French law.Failing an amicable resolution, any dispute arising out of or in connectionwith these Terms or the Service shall be submitted to the exclusive jurisdiction of the competent courts of Paris, France, notwithstanding multipledefendants or third-party proceedings.
Service provider: Capteev SAS, a French société par actions simplifiéewith a share capital of EUR 1,000.00, registered office at 10 rue dePenthièvre, 75008 Paris, France, registered with the Paris Trade and Companies Register under number 830 059 556, intra-Community VAT number FR15830059556. Contact: contact@clipr.co.