If You are accepting the Terms on behalf of a company, or corporate or legal entity (“Entity”), You warrant that: (a) You have full legal authority to bind the Entity to these Terms; (b) You have read and understand these Terms; and (c) on behalf of the Entity, You agree to these Terms (“Entity Acceptance”). If You do not have the legal authority to bind the Entity, please do not accept these Terms, and do not access, use, or download from the Alteia platform, materials, and any reports.
- “Affiliates” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, by way of majority voting stock ownership or the ability to otherwise direct or cause the direction of the management and policies of a Party.
- “Alteia Data” means Data belonging to ALTEIA defined as follows: all technical materials, including formula, compilations, software code or programs, methods, techniques, know-how, technical assistance, processes, algorithms, designs, data dictionaries and models, schematics, user documentation, training documentation, specifications, drawings, flowcharts, briefings, test or quality control procedures, or other similar information, used, supplied or disclosed by Company.
- “Alteia platform” means ALTEIA’s platform.
- “Customer(s)” refers to any individual or legal entity contractually engaged with ALTEIA for the use of the Services.
- “Intellectual Property Rights” means patent rights, inventions, copyrights, database rights, trademarks, service marks, trade secrets, knowhow, and any other intellectual property rights recognized in any country or jurisdiction in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights.
- “Personal Data” means data that relates to a living individual who can be identified from that data.
- “Services” means Software platform services and professional services including any improvements, modifications, extensions or enhancements thereto developed by ALTEIA.
- “You/Your” means end-user of Alteia platform.
- You may access Alteia platform and use Your Data provided through Alteia platform and obtain a report, if available, subject to all of the Terms contained herein, including but not limited to the conditions below.
- You may not disclose, distribute or transfer any part of Alteia platform materials, reports, or Software except as provided in this Terms and You agree to prevent unauthorized copying of Alteia platform, materials, reports or the Software.
- You understand, acknowledge and agree that Alteia platform and certain parts of the materials are confidential information of ALTEIA, its affiliates, licensors, suppliers and ALTEIA’s service providers and shall not be disclosed or used by anyone other than You, except as expressly permitted in these Terms.
- Your use of the Services shall not (and shall not permit any third party to):
- copy, modify, translate, or create derivative works of the Services;
- reverse engineer, disassemble or decompile the Services or any part thereof or otherwise attempt to discover the source code or underlying structure, ideas or algorithms of the Services or any software related thereto;
- access or use (or permit a third party to access or use) the Services for purposes of monitoring the availability, performance or functionality of the Services or for any other benchmarking or competitive purposes including without limitation in order to build a similar or competitive product or service;
- use the Services in a manner that is contrary to applicable law or that violates a third party’s privacy rights or Intellectual Property Rights;
- publish, post, upload or otherwise transmit Imagery Data that contains any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another; or
- use or knowingly permit the use of any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Services.
- You may not use Alteia platform, reports or materials for any unlawful purpose.
- You shall not upload any of Your Data or any other data that is related to military, defence, aerospace, nuclear, biological or chemical weapon end uses or in support of law enforcement, national security, military, or foreign policy objectives.
- You will not remove any proprietary notices, trademarks, services marks, logos or other Brand Features of ALTEIA.
- You will promptly notify ALTEIA of any non-conformity, alleged defect or malfunction of Alteia platform or materials.
- You agree that the use of the Services is dependent upon access to telecommunications and Internet services such as DSL, cable, wireless or another high-speed Internet connection. You acknowledge and agree that you are responsible for procuring and maintaining the network connections that connect you the Services, including, but not limited to, internet connectivity, « browser » software that supports protocols used by Alteia platform, including the Secure Socket Layer (SSL) protocol, and for complying with logon procedures for services that support such protocols. ALTEIA will not be responsible for notifying User of any upgrades, fixes or enhancements to any such software, or for any compromise of data transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) that are not owned or operated by ALTEIA. ALTEIA assumes no responsibility for the reliability or performance of any network.
3 WARRANTY AND SUPPORT
- Limited Warranty. ALTEIA warrants You that the Services will provide the functionality specified in ALTEIA’s then-current documentation for the Services. In the event that the Services fails to conform to the foregoing warranty, as Your sole and exclusive remedy and ALTEIA’s sole and exclusive liability, ALTEIA will modify the Services to correct the non-conformity.
- Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 3.1, ALTEIA DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE TERMS AND THE SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. ALTEIA DISCLAIMS ANY WARRANTY THAT THE SERVICES WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED.
Support. ALTEIA will provide You support for the Services as follows:
- If the Service becomes substantially unavailable to You, Alteia will respond to You (i) within eight (8) hours from Your notification to ALTEIA of such unavailability, if during normal business hours, or (ii) within eight (8) hours of the start of the next business day, if outside of normal business hours.
- Any other support services are outside of the scope of this Section 3.3 and must be separately agreed in writing by You and ALTEIA. Additional technical support services, available as part of Services, includes training in use of the Services, and consulting (“Additional Technical Support”). Use of the Additional Technical Support requires payment of additional fees to be agreed upon between the parties or, if not agreed upon, charged at ALTEIA’s standard rates.
4 OWNERSHIP AND LICENSES
- Concerning Your Data which is the data owned by you, You hereby grants to ALTEIA a non-exclusive, worldwide, irrevocable, perpetual, fully paid, royalty-free license to disclose, collect, process, import, reproduce, access, modify, display, perform and use the Data included in ALTEIA’s deliverables as reasonably necessary: for ALTEIA to provide the Services to you or to enhance and improve the Services, related products, Software, Materials unless prior opposition sent by You to firstname.lastname@example.org. In addition, You agree to the use and sharing by ALTEIA of aggregated, anonymized or pseudonymized Data such that it no longer identifies You and that such Data does not constitute Confidential Information.
- No Rights to Use Marks. Each Party’s trademarks, service marks, logos, trade names, product names and service names are, as to each Party, the “Marks.” In addition, the trademarks, service marks, logos, trade names, product names and service names of any third parties that are incorporated into the Services or that ALTEIA otherwise uses in connection with marketing and promoting the Services (collectively, “Third Party Marks”) are the property of such third parties. You and ALTEIA will not use or display in any manner the Marks of the other Party or any Third-Party Marks, without first obtaining the express written permission from the other Party or from the owner of the applicable Third-Party Mark, as applicable.
- Feedback License. If You provide to ALTEIA any feedback, comments or suggestions for improvements or enhancements to the Services (collectively, “Feedback”), You grant to ALTEIA a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use or incorporate into the Alteia platform Services any Feedback for any purpose without obligation to You.
5 IMAGERY DATA
- Hosting of Imagery Data. ALTEIA will be responsible for hosting the Imagery Data on the Services, but only from a location or access point of its choosing. ALTEIA may, at its discretion, change from one such location or access point to a different location or access point at its sole discretion. During one (1) month after expiration or termination of the Agreement, access to Imagery Data will be given to the Customer upon renewal of the Agreement.
- Backup and Recovery of Imagery Data. In the event of any loss or damage to Imagery Data that is stored on or processed by the Services, ALTEIA will use its commercially reasonable efforts to restore the lost or corrupted Imagery Data from the last backup maintained by
ALTEIA in accordance with ALTEIA’s standard archival procedures. YOU ACKNOWLEDGE AND AGREE THAT ALTEIA’S USE OF COMMERCIALLY REASONABLE EFFORTS TO RESTORE LOST OR CORRUPTED IMAGERY DATA PURSUANT TO THIS SECTION 5.2 WILL CONSTITUTE YOUR’S SOLE AND EXCLUSIVE REMEDY AND ALTEIA’S SOLE LIABILITY IN THE EVENT OF ANY LOSS OR CORRUPTION OF IMAGERY DATA. Alteia shall not be responsible for any loss, destruction or corruption of Imagery Data caused by any third party.
6 PERSONAL DATA
- If ALTEIA collects in its database personal data pertaining to You for the purpose of performance of the Services, this data is subject to the Regulation (EU) 2016/679, General Data Protection Regulation, of the Council of 27 April 2016, applicable as from the 25th May 2018, on the protection of natural persons with regard to the processing of personal data on the free movement of such data. Collection of particular data may be compulsory such as: first name, family name, Your address, etc. Collection of other data is optional: bank details, payer’s address, telephone details, email address, etc. Their communication is necessary to provide a personalized service. ALTEIA conserves collected data during the agreement and for a period of three (3) years as from termination agreement. The data/files are collected for the purpose of contract management (including payment and recovery) and commercial operations (including commercial prospection) conducted by ALTEIA. Email marketing is only possible if You have given express prior consent.
You have, regarding Your personal information:
- the right of access as well as a right to request rectification in the event that this information turns out to be inaccurate, incomplete, unambiguous and/or out of date,
- the right to object, free of charge, the use by ALTEIA of this information for the purposes of commercial prospection.
When You exercise Your right of opposition, ALTEIA must take the necessary measures so that the former is no longer the recipient of the prospecting operations. You can exercise the aforementioned rights before ALTEIA who manages Your contract. Furthermore, the right to object can be exercised via our headquarter address. In accordance with Regulation 2016/679/EU, You are responsible for any processing of personal data that it may be required to do in the performance of the contract and to that extent, are responsible for compliance required by the aforementioned European Regulation.
- Google Analytics disclaimer. The Services uses Google Analytics, a web-based analytics service provided by Google, Inc. (“Google”). In accordance with the article 8 of the aforementioned GDPR, ALTEIA uses Google Analytics in the interests of ensuring a continuous optimization of Services as well as to log statistics on the use of Services in order to improve our Services offering. ALTEIA hereby informs You that Google Analytics settings have been configured in a manner that Data is only used to provide and maintain the analytics service. ALTEIA ensures You that this configuration prevents the exploitation of Data by Google. You hereby acknowledge and accept for the purposes and configuration abovementioned by using the Services.
Indemnification by ALTEIA. ALTEIA will defend any action or suit brought against You by a third party to the extent that it is based upon a claim that the Services, as provided by ALTEIA to You pursuant to these Terms, infringe any United-States patent or any copyright or misappropriate any trade secret, and will indemnify and hold You harmless from and against any damages, costs and expenses (including reasonable attorneys’ fees) awarded in final judgment against You or payable in settlement with respect to such claim; provided that You: (I) promptly notify ALTEIA in writing of the claim; (ii) grant ALTEIA sole control of the defense and settlement of the claim; and (iii) provide ALTEIA, at ALTEIA’s expense, with all assistance, information and authority reasonably required for the defence and settlement of the claim. You reserve the right to retain counsel, at Your sole expense, to participate in the defence of any such claim. ALTEIA may not enter into any settlement that would impose any obligations or liability upon You or that would limit Your right to access and use the Services, as provided hereunder, without
Your prior written consent.
- Injunctions. In the event that Your right to use the Services hereunder is enjoined, or in ALTEIA’s reasonable opinion is likely to be enjoined, due to the type of claim specified in Section 7.1 above, ALTEIA will at its sole option and expense: (i) procure for You the right to continue using the Services ; (ii) replace or modify the Services so that they are non-infringing and substantially equivalent in function to the enjoined Services ; or (iii) if options (i) and (ii) above cannot be accomplished despite ALTEIA’s reasonable efforts, then ALTEIA may terminate Your rights and ALTEIA’s obligations hereunder.
- Exclusions. Notwithstanding the terms of Section 7.1, ALTEIA will have no liability for any infringement or misappropriation claim of any kind to the extent that it results from: (i) the combination, operation or use of the Services with equipment, devices, software or data not supplied by ALTEIA, if a claim would not have occurred but for such combination, operation or use; or (ii) Your use of the Services other than in accordance with these Terms.
- Sole Remedy. THE FOREGOING STATES ALTEIA’S SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.
- Indemnification by User. You will defend ALTEIA and its Affiliates (the “Alteia Parties”) against any action or suit brought against the Alteia Parties by a third party in connection with Your use of the Services (other than claims for which ALTEIA is responsible under Section 7.1), and will indemnify and hold the Alteia Parties harmless from and against any damages, costs and expenses (including reasonable attorneys’ fees) awarded in final judgment against the Alteia Parties or payable in settlement with respect to such claim; provided that ALTEIA: (i) promptly notifies You in writing of the claim; (ii) grants You sole control of the defense and settlement of the claim; and (iii) provides You, at Your expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim. ALTEIA reserves the right to retain counsel, at ALTEIA’s sole expense, to participate in the defense of any such claim. You may not enter into any settlement that would impose any obligations or liability upon ALTEIA or that would limit or adversely affect ALTEIA’s rights in and to the Services without ALTEIA’s prior written consent.
8 LIMITATION OF LIABILITY
- Total Liability. IN NO EVENT WILL ALTEIA’S TOTAL LIABILITY TO YOU OR TO ANY THIRD PARTY IN CONNECTION WITH THESE TERMS OR YOUR ACCESS TO AND USE OF THE SERVICES, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, EXCEED THE FEES YOU PAID ALTEIA UNDER THESE TERMS OVER THE LAST TWELVE (12) MONTHS.
- Exclusion of Damages. EXCEPT FOR THE PARTIES INDEMNIFICATION OBLIGATIONS IN SECTION 7, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF USE, PROFITS, GOODWILL, REVENUE OR DATA, OR BUSINESS INTERRUPTION OR THE COST OF PROCURING SUBSTITUTE SERVICES OR OTHER ECONOMIC LOSS, OR DAMAGES TO YOU’S, ITS YOU’S, OR THIRD PARTIES’ TECHNOLOGY OR PROPERTY, OR BODILY INJURY OR DEATH.
- Acknowledgement. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY : (I) REGARDLESS OF THE FORM OR THEORY ON WHICH A CLAIM OR ACTION IS BASED, WHETHER IN CONTRACT OR IN TORT (INCLUDING NEGLIGENCE OR RELIANCE), PRODUCT LIABILITY OR OTHERWISE ; (II) EVEN IF SUCH PARTY KNOWS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ; AND (III) NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED FOR IN THESE TERMS. ALTEIA SHALL NOT BE LIABLE FOR ANY LOSSES ARISING FROM YOUR USE OR MISUSE OF THE SERVICES OR DOCUMENTATION, INCLUDING FOR ANY DAMAGE OR WEAR AND TEAR TO DRONES USED IN CONJUNCTION WITH THE SERVICES ; WILFUL DAMAGE ; YOUR NEGLIGENCE, OR THAT OF YOUR AGENTS OR EMPLOYEES, OR ANY FAILURE TO FOLLOW ALTEIA’S INSTRUCTIONS AS TO USE OF THE SERVICES ; ANORMAL WORKING CONDITIONS BEYOND THOSE REFERRED TO IN ANY SPECIFICATIONS ; PILOT OR USER ERROR.
Non-Endorsement and Disclaimer. ALTEIA does not endorse any Software, any of Your Data or any opinion, recommendation, or advice
expressed therein, and ALTEIA expressly disclaims any and all liability in connection with Your Data submissions. ALTEIA does not permit copyright infringing activities and infringement of intellectual property rights on the Services. ALTEIA reserves the right to remove Your Data at its sole discretion and without prior notice.
- ALTEIA may terminate your access to some or all of Alteia platform, reports, or materials immediately upon a breach of these Terms by You.
- Effect of Termination. Upon termination of these Terms, Your right to access and use and Your Authorized Users’ right to access and use the Services will immediately terminate and You and Your Authorized Users will immediately cease all use of the Services.
- Governing Law. These Terms shall be governed by and construed in all respects in accordance with the laws of France, without regard to its conflict of laws rules or principles. Subject to this Section 10.1, the Parties submit to the exclusive jurisdiction of the courts of Toulouse, France. Nothing in these Terms shall limit the right of Alteia to take proceedings against You in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdiction preclude ALTEIA from taking proceedings in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
- Waiver. The waiver by either Party of any default or breach of these Terms will not constitute a waiver of any other or subsequent default or breach.
- Severability. In the event any provision of these Terms is held to be invalid or unenforceable, the remaining provisions of these Terms will remain in full force and effect.
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