Licensor Terms of Service
as of March 2016, the 16th
These terms of service (hereafter "Terms") apply to the Licensor's service (hereafter "Service") provided by Licensor ("Trooclick", "Licensor", "Our", "Us", or "We") to Licensee. Unless otherwise specified, "You", or "Licensee", refers to any Licensor's consumers, including but not limited to any individuals or entities. By using the Service or accessing the Service, Licensee agrees and acknowledges that i) he has read all of the terms and conditions of these Terms, ii) he understands all of the terms and conditions of these Terms, and that iii) he agrees to be legally bound by all of the terms and conditions of these Terms.
"Content": Including, but not limited to, any third party websites and/or third party website content on the Internet, hypertext or any other computer links on the Internet.
"Key": Upon request, Licensor provides Licensee with an access Key that will enable Licensee to access the Service.
"Service": The Licensor's service as described in the "Appendix A - Service description" aims to provide an automated and innovative search engine based on "who said what", found in the text of documents.
"Service Fees": subscription fees and other payments associated with Service's access or use.
"Terms": The present terms of service, including all Appendices.
Licensor grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable, and revocable license to access and use the Service for individual or business purposes as described in these Terms.
The Service is not to be accessed or used if Licensee is Licensor's competitor, nor for purposes of monitoring the Service, its functionalities, or for any other benchmarking activities.
Licensor does not grant Licensee any rights under any patent, trademark, copyright, or other intellectual property rights.
In order to access the Service, Licensee must register by completing the registration form provided by Licensor (Appendix C).
Licensee agrees to i) provide accurate, current, and complete information requested by the registration forms ("Registration Data"), ii) maintain the security of your account password, iii) maintain and update the Registration Data, and any other information Licensee provides to Licensor, to keep it accurate, current, and complete, iv) be fully responsible for activities or transactions relating to Licensee account, v) notify Licensor immediately upon learning of any unauthorized use of Licensee's account, the Key provided to him, or Licensee's password.
Licensee agrees not to:
- Engage in or attempt any activity to reverse engineer, decompile, disassemble, modify, or create derivative works, based on the Service or any portion it, for any reason.
- Copy any ideas & features of the Service or any portion of it.
- Publish, perform any benchmark or performance tests or analysis, relating to the Service or any portion of it.
- Make the Service or any portion of it available over a network where it could be used by other parties.
- Sell, rent, lease, transfer, or sublicense the Service.
- Use the Service via any means that bypasses the Terms or the API Key registration process.
- Effective Date and Duration
These Terms shall become effective (the "Effective Date") upon the date that either i) Licensee signs these Terms, or ii) Licensee first accesses the Service (whichever happens first).
- Modification of the Terms
Licensor reserves the right to change or modify any of the terms and conditions contained in these Terms, at any time, without advance notice, and at its sole discretion, by providing notice that these Terms have been modified. Such notice may be provided by posting the revised Terms on the Licensor's website and revising the date at the top of these Terms, or any such other form of notice as determined by Licensor. Any changes or modifications will be effective 10 days after providing notice that these Terms have been modified (the "Notice Period"). Licensee's continued use of the Service following the Notice Period (after any such revision or change) will constitute Licensee's acceptance of such changes. Licensee is advised to review these Terms whenever he accesses the Service and at least every 10 days to ensure that he understands the terms and conditions that apply to his use of the Service.
- Service improvement
The Service may be modified at any time by Licensor, in order to improve its performance.
- Service level agreement
The Service is delivered to Licensee with "best effort" with no liability for downtime or unexpected changes or withdrawal of the Service. Licensor declines any responsibility in case of any event beyond its control (server issues, issues caused by the telecommunications network infrastructures, etc.).
Licensor reserves the right to interrupt, temporarily suspend, or modify access without prior notice to all or part of the Service in order to conduct maintenance activities, for testing purposes, or for any other reasons Licensor deems necessary. The interruption, the suspension, or the modification confers no right to any obligation or compensation.
Would Licensee require any other SLAs and guarantees, feel free to contact Licensor: firstname.lastname@example.org
- Charge Metric
One "Unit" is set to measure the Licensor's SaaS Service. A Unit is only usable within the Service and cannot be exchanged or reimbursed in any kind.
Licensee must obtain sufficient Units to cover its use of Service during a certain period of time.
- Pricing and payment terms
Pricing conditions are defined in the "Appendix B - License fees and payment terms".
In consideration of the grant of the license and the provision of the Service, Licensee shall pay Licensor the fees set forth on Appendix B hereto on a monthly basis, and in accordance with the terms set forth therein.
All payments required under these Terms are exclusive of local and foreign taxes, VAT, and similar assessments.
- End of contract
Licensee may terminate its subscription plan at any time with a 15-day notice period. Licensee should notify Licensor in a written format. No refunds will be issued.
Licensor may, at its sole discretion, suspend or terminate Licensee's license to access or use the Service at any time and for any reason without notice. Licensee must stop accessing or using the Service immediately if Licensor suspends or terminates Licensee's license.
Except for the license granted to Licensee to access and use the Service, all of the terms, conditions, and restrictions set forth in these Terms will survive the termination of these Terms especially the intellectual property rights for the duration of their protection.
Licensor is free to i) terminate or limit access to the Service, at our sole discretion, of Licensee who are deemed to be infringers, ii) terminate the accounts of any users who infringe any intellectual property rights of others.
Licensor's name, trademarks, logos, and any other Licensor's service name, or slogan included in the Service are its own property and cannot be used in whole or in part without Licensor's prior written consent.
All other trademarks, registered trademarks, product names, and company names or logos mentioned in the Service ("Third-Party Trademarks") are the property of their respective owners. The use of such Third-Party Trademarks does not constitute an affiliation by Licensor and its licensors with such company or an endorsement or approval by such company of Licensor or its licensors or their respective products or services.
Licensee will note that, concomitant with (alongside of) any and all Content provided from Licensor to Licensee via the Service, original sourcing information is provided in the form of links - or any other means such as hypertext or other computer links - to 3rd party sources. This includes original (and/or duplicate) sources for any and all Content (quotes & reported speeches both direct and indirect, images, etc.). Licensee is solely responsible for any use of Content which he may access by using the Service.
If You think that anything on the Service infringes upon any copyright that You own or control, or any copyright of any third party, You may file a notification to Licensor as set forth below:
- Postal address: Trooclick, Legal department, 130 rue de Lourmel, 75015 Paris, France
- Or email address: email@example.com
If you knowingly misrepresent that any material or activity is infringing, you may be liable for any damages, including costs and attorneys' fees that Licensor or the alleged infringer incurs because we relied on the misrepresentation when removing or disabling access to the material or activity.
- Third party websites
Using the Service, Licensee may gain access to third party Content. Third party sites and third party Content are not within the supervision or control of Licensor, and Licensor doesn't guarantee that the results and information obtained are free of any error. Unless explicitly otherwise provided, Licensor doesn't make any representation or warranty whatsoever about any third party site or third party Content, does not endorse the products or services offered on such site. Licensee is solely responsible for any use of Content which he may access by using the Service.
Licensor provides the Service "as-is", "with all faults" and "as available". We do not guarantee the accuracy of information available from the Service. We give no express warranties, guarantees or conditions. We exclude any implied warranties.
- Liability limitation
You cannot recover any damages, including consequential, lost profits, special, indirect, incidental or punitive damages.
This limitation applies especially (but not limited to) to anything related to:
- the Service,
- viruses or other disabling features that affect Your access to or use of the Service;
- incompatibility between the Service and other services, software and hardware;
- delays or failures You may have in initiating, conducting or completing any transmissions or transactions in connection with the Service in an accurate or timely manner;
- claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence or other tort.
If You have any questions regarding the use of Service, please email Licensor at firstname.lastname@example.org. Licensor's team will provide its best efforts to answer Licensee and to solve any issue.
Would You require any specific support conditions, feel free to contact Licensor's sales team: email@example.com
Feedback from Licensee is welcome. Feel free to contact Licensor: firstname.lastname@example.org
- Reporting Abuse
If You think anyone is violating any of these Terms, please notify Us immediately and please report it to our abuse team at: email@example.com.
- Governing law and disputes
The Terms are governed by French Law, regardless of the place of use.
The Parties state their intention to find an amicable solution to any difficulty that may arise regarding the application or interpretation of these Terms. Failing that, the express competence is attributed to the Commercial Court of Paris, regardless of multiple defendants and guarantee calls.
- Independent Contractors
Licensor and Licensee will only be independent contractors. Neither party will have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.
- Third-Party Infrastructure
Licensee acknowledges and agrees that Licensor uses a third party hosting infrastructure in connection with the Service ("Third-Party Infrastructure"), Licensor disclaims and makes no representation or warranty with respect to such Third-Party Infrastructure, and Licensor assumes no liability for any claim that may arise with respect to such Third-Party Infrastructure.
- Electronic Communications
By using the Service, Licensee agrees that Licensor may communicate electronically regarding Licensee's use of the Service and that any notices, agreements, disclosures or other communications that Licensor sends to Licensee electronically will satisfy any legal communication requirements. To withdraw your consent from receiving electronic notice, please notify us at firstname.lastname@example.org.
The provisions of these Terms, including its Appendix, express the entirety of the agreement reached by the Parties. They prevail over all previous provisions or agreements, as well as over other communications between the Parties that may refer to these Terms.
- Partial Invalidity
Would any of the provisions in these Terms to be declared null with respect to regulation or a court decision having become permanent, it shall be declared void, without entailing the nullity of these Terms or altering the validity of the other provisions.
In the event of a difficulty of interpretation of one of the titles and of one of the provisions, the content of the provision shall prevail over the title.
The fact that one or the other party does not claim the application or the non-execution of one of the present Terms' provisions, whether permanently or temporarily, shall not be interpreted as a renunciation by that party of the benefits of said provision.
- Force majeure
Licensor shall not be in default of any obligation under these Terms if the failure to perform the obligation is due to any event beyond Licensor's control, including, without limitation, significant failure of a portion of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorist activity, or other events of a magnitude or type for which precautions are not generally taken in the industry.
Appendix A - Service description
The service is described below (subject to change as stated in these Terms):
We bring writers and storytellers a database of Tweets, videos & over 1 million quotes.
Appendix B - License fees and payment terms
- 1 month for free for one user
- Basic: 100 euros or 100 euros per month per user
Use of the Service must be limited to an audience of a maximum of 1 million unique visitors per month.
Custom: upon request higher audience, and/or revenue sharing deals. Contact us email@example.com
Also please note, if you require more testing privileges, do not hesitate to reach out to us at firstname.lastname@example.org
The Licensee will be billed in advance on a monthly basis.
Payment of invoice must be made on or before the due date specified in the invoice (10 days from issuing date).
In the event, the payment of invoice is not received within fifteen (15) business days of the due date, Licensor will send a notification to Licensee. If Licensee has not given the proof that the payment has been done during the following ten (10) days, Licensor has the right to automatically shut down access to the service.
Appendix C - Registration form
Full company name:
Company legal representative name (first/LAST):
Registration location (country, state, city):
VAT Number (if applicable):
Head Office address:
Technical service representative:
Accounting service representative:
Full company name: Trooclick France
Company legal representative name (first/LAST): Stanislas MOTTE
Incorporation number: 789279205
Registration location (country, state, city): France, Paris
VAT Number (if applicable): FR18789279205
Head Office address: 130 rue de Lourmel 75015 Paris - France
Technical service representative:
Accounting service representative: