1. Agreement to Terms. By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, you may not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity.
2. Definitions. To make these Terms easier to read, we have included several capitalized defined terms which you will see throughout. Below is a list of these terms:
2.1 “Gavekal-IS” means us—the legal entity Gavekal Intelligence Software SARL, Le Consul, 37 Boulevard Dubouchage, 06000 Nice, France
2.2 “Site” means our website located at www.gavekal-is.com.
2.3 “Account” means an account you create with us to register for our Services.
2.4 “Order Form” means a written order form between Gavekal-IS and you for the provision of certain Services.
2.5 “Our Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services by Gavekal-IS or other third parties. Our Content does not include Your Data.
2.6 “Payment Information” means additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification.
2.7 “Privacy Policy” means our policy governing the collection and use of your information (available at www.gavekal-is.com).
2.8 “Services” means (i) our Site; (ii) our on-demand Gavekal-IS service that we make available via our Site.
2.9 “Subscription” means the Services (or certain portions of the Services) that we provide pursuant to these Terms on a subscription basis.
2.10 “Subscription Fee” means the applicable Subscription fee you pay to us (which may be on a monthly or annual basis, depending on the Subscription), plus any applicable taxes and other charges.
2.11 “Terms” means these Terms of Service.
2.12 “Transaction” means a payment made for a Subscription.
2.13 “Your Data” means your Marketing Automation Data and Your Site Content. This is data and content you are providing or creating using our Services.
3. Privacy Policy. Please refer to our Privacy Policy for information on how we collect, use and disclose information from our users. You acknowledge and agree that your use of the Services is subject to our Privacy Policy.
4. Changes to Terms of Service. We may update the Terms from time to time, and if we do, we’ll let you know either by posting the updated Terms on the Site or through other communications. If you continue to use the Services after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then you may not use the Services anymore. Because our Services are evolving over time, we may change or add features to the Services at any time.
5. Your Account.
5.1 Registration and Your Information. If you want to use certain features of the Services, you’ll have to create an Account. You can do this via the Site, or we may do it for you upon request.
5.2 Accuracy of Account Information. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. Anyone with access to your Account will be considered to be users authorized by you and their use of the Services will be considered to be authorized by you.
5.3 User Credentials. Each set of user credentials may only be used by one (1) person – a single set of user credentials shared by multiple people is not permitted.
6. Ownership and License
6.1 Ownership of Services. Gavekal-IS and its licensors exclusively own all right, title and interest in and to the Services and Our Content, including all associated intellectual property rights. You acknowledge that the Services and Our Content are protected by copyright, trademark, and other laws of France and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Our Content.
6.2 License to Our Content. Subject to your compliance with these Terms, Gavekal-IS grants to you a limited, non-exclusive, non-transferable license, with no right to sublicense, download, view, copy, display and print Our Content solely in connection with your permitted use of the Services and solely for your own purposes.
7. Subscriptions. Gavekal-IS requires a Subscription to use the Services but may make certain limited portions of the Services available for free without a Subscription. Gavekal-IS may also provide portions of the additional Services that are made available to those who purchase Subscriptions for free for a trial period. At any time during the trial and thereafter, you may purchase a Subscription.
7.1 General. When you initiate a Transaction, you authorize us through our third-party payment processor to charge you for your Transaction. We may ask you to supply additional Payment Information in order to process your Transaction. You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges).
7.2 Subscription Fees. If you purchase a Subscription, you will be charged the Subscription Fee at the beginning of your Subscription and each period thereafter, at the then-current Subscription Fee. If you purchase a Subscription, we (or our third-party payment processor) will automatically charge you at the beginning of the next applicable period of your Subscription during the term, using the Payment Information you have provided until you cancel your Subscription. By agreeing to this Agreement and electing to purchase a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or Gavekal-IS. Your Subscription continues until cancelled by you or until we terminate your access to or use of the Services or Subscription in accordance with this Agreement. Prices for the Services, including but not limited to monthly Subscription fees to the Service, are subject to change upon 30 days’ notice from us before the end of your Subscription period.
7.3 Cancelling a Subscription. Your purchase is final and you will not be able to receive a refund of your subscription fee at any time. Without limiting the foregoing, you may cancel your Subscription at any time, but please note that such cancellation will be effective at the end of the then-current Subscription period. To cancel, you can place an order on the site or send an email to contact@gavekal-is.com. You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current Subscription period. If you cancel, your right to use the Services will continue until the end of your then-current subscription period and will then terminate without further charges.
8. General Prohibitions and Gavekal-IS’ Enforcement Rights. You agree not to do any of the following:
8.1 Use, display, mirror or frame the Services or any individual element within the Services, Gavekal-IS’ name, any Gavekal-IS trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Gavekal-IS’s express written consent;
8.2 Access, tamper with, or use non-public areas of the Services, Gavekal-IS computer systems, or the technical delivery systems of Gavekal-IS’ providers;
8.3 Attempt to probe, scan or test the vulnerability of any Gavekal-IS system or network or breach any security or authentication measures;
8.4 Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Gavekal-IS or any of Gavekal-IS’ providers or any other third party (including another user) to protect the Services or Our Content;
8.5 Attempt to access or search the Services or Our Content or download Our Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Gavekal-IS or other generally available third-party web browsers;
8.6 Use or launch any automated system, including, "robots," "spiders," or "offline readers," that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser;
8.7 Use the Services in any manner that damages, disables, overburdens, or impairs any of our Services, attempt to gain unauthorized access to the Services, access the Services other than through our interface, or use the Services for any purpose or in any manner that is unlawful or prohibited by these Terms;
8.8 Use any meta tags or other hidden text or metadata utilizing a Gavekal-IS trademark, logo URL or product name without Gavekal-IS’ express written consent;
8.9 Use the Services or Our Content, or any portion thereof, for the benefit of any third party or in any manner not permitted by these Terms;
8.10 Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Our Content to send altered, deceptive or false source-identifying information;
8.11 Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Our Content;
8.12 Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
8.13 Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
8.14 Impersonate or misrepresent your affiliation with any person or entity;
8.15 Violate any applicable law or regulation; or
8.16 Encourage or enable any other individual to do any of the foregoing.
Although we’re not obligated to monitor access to or use of the Services, Our Content, or Your Data, or to review or edit any of Our Content or Your Data, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any of Our Content or Your Data, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any of Our Content or Your Data to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
9. Links to Third Party Websites or Resources. The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.
10. Termination.
10.1. Gavekal-IS may terminate these Terms for cause upon five (5) days’ written notice to you of a material breach if such breach remains uncured at the expiration of such five (5) day period.
10.2. You may cancel your Account at any time by sending an email to us at contact@gavekal-is.com.
10.3. Upon any termination, discontinuation or cancellation of the Services or your Account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.
11. Warranty Disclaimers. The services, our content, and your data are provided “as is”, without warranty of any kind, without limiting the foregoing, we explicitly disclaim any implied warranties of merchantability, fitness for a particular purpose, quiet enjoyment and not-infringement, and any warranties arising out of course of dealing or usage or trade.
12. Indemnity. You will indemnify and hold harmless Gavekal-IS and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Our Content, or (ii) your violation of these Terms.
13. Limitation of Liability.
13.1 Neither Gavekal-IS nor any other party involved in creating, producing, or delivering the services or our content, will be liable for any incidental, special, exemplary or consequential damages, or damages for lost profits, lost revenues, lost savings, lost business opportunity, loss of data or goodwill, service interruption, computer damage or system failure or the cost of substitute services of any kind arising out of or in connection with these terms or from the use of or inability to use the services, our content, or your data, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Gavekal-IS or any other party has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.
13.2 In no event will Gavekal-IS’ total liability arising out of or in connection with these terms or from the use of or inability to use the services, our content, or your data exceed the amounts you have paid or are payable by you to Gavekal-IS for use of the services during the then-current period of Subscription, our content, or your data, or one hundred dollars ($100), if you have not had any payment obligations to Gavekal-IS, as applicable.
13.3 The exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between Gavekal-IS and you.
14. Governing Law. These Terms and any action related thereto will be governed by the laws of France, without regard to its conflict of laws’ provisions.
15. General Terms.
15.1 Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Gavekal-IS and you regarding the Services, Our Content and Your Data, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Gavekal-IS and you regarding the Services, Our Content, and Your Data. If we execute an Order Form with you, the terms of the Order Form will take precedence over any terms of the Terms that conflict with the terms of the Order Form. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Gavekal-IS’ prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Gavekal-IS may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
15.2 Notices. Any notices or other communications provided by Gavekal-IS under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
15.3 Waiver of Rights. Gavekal-IS’ failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gavekal-IS. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Contact Information. If you have any questions about these Terms or the Services, please contact Gavekal-IS at contact@gavekal-is.com.
