This Service shall be made between you or your company or organization (“You” or the “Client”) and IMEDIAPP, Société Anonyme, registered to the Trade Register of Paris under number 525 279 600, 43, Rue Beaubourg, 75003 Paris, France, duly represented by Simon DAWLAT, as President (hereafter “Batch”).
Batch is a relational marketing platform allowing web/mobile sites and/or app editors to use their data for specific push notifications campaigns on different current platforms (Apple iOS, Google Android and Windows Phone) and/or straight to their web / mobile sites. Batch services are delivered under Saas (Software as a service) mode. The implementation of the services into Client’s app is made through the integration of Batch’s DSK (Software Development Kit). The Client is editor of one or several app and/or web / mobile sites for which Client wishes to use Batch services in order to liaise with users and/or follow competitors. Client warrants Batch to be the sole entity in charge of the tasks referred to in this Agreement, and notably the payment of the invoices.
The purpose of this document is to define the terms and conditions of use of the services provided by Batch (hereinafter referred to as the "Services") as well as to define the rights and obligations of the different parties within this framework, in particular the users of the Services. The Website provides for specific terminology which could be used in the following Terms and Conditions. The Services can be accessed through the website dashboard.Batch (hereinafter referred to as the "Website"). The software development kit (“SDK”) can be downloaded in the appropriate section of the Website (https://batch.com/download), subject to the following Terms and Conditions.
Services are intended exclusively for professionals, understood as any person or entity who has a regular remunerated activity in any branch of trade or industry, including in particular marketing, advertising, venture capital investment, product or software development.
The Client expressly acknowledges that any projection of figures, whatever it is, is made only as an indication for the Parties and without any contractual value.
Batch shall create an account in Client’s name (hereinafter referred to as the "Account"), giving Client access to his own personal space (hereinafter referred to as the "Personal Space") which shall enable him to use the Services in a format and according to the technical means that Batch deems the most appropriate for providing said Services.
The Client guarantees that all information he provides for is exact, up to date and sincere and is in no way misleading or dishonest. The Client agrees to immediately update the information in his Personal Space in the event that any of it should change in order to continuously meet the above-mentioned criteria.
The Client is hereby informed and accepts that the information provided by him for the update of his Account is valid as proof of his identity. Details entered by Client shall be binding upon confirmation.
The Client can access his Personal Space by logging in to the Website using his connection ID and his password. The Client agrees to use the Services himself personally and agrees not to allow any third party to use him on his behalf, unless accepting full responsibility for the consequences. Any use of the Services with the ID and password shall be deemed made by the according Client. In the same way, Client is responsible for keeping his connection ID and password confidential and safe. The Client must contact Batch immediately if he notices that his account has been used without his knowledge. The Client acknowledges Batch’s right to take all measures it deems appropriate in a case such as this, including (but not limited to) the closing of the account / Personal Space.
Batch allows Client to download the appropriate SDK according to the platform used by the Client. The Client must ensure he is entitled and able to understand, agree and respect the API policies of the respective platform editors (such as Apple, Google, etc…). Before downloading the SDK, it is strongly recommended to read the documentation set out in the Website, notably regarding the setup and parameterizing of the SDK.
Additional fees shall be invoiced if the Client requires additional services.
4. DESCRIPTION OF THE SERVICES AND THE SDK
The Client shall have access to the following Services, in a format and according to the technical means that Batch means the most appropriate.
Batch provides a “Push” module that helps Client to be proactive and communicate with end-users. The features of the Batch “Push” module are described on the Website.
Batch Push Web
Batch provides a web-oriented “Push” module dedicated to web / mobile sites that helps Client to be proactive and communicate with end-users. The features of the Batch “Push Web” module are described on the Website
Batch provides for an “Analytics” module that allows Client to see the performance of app and observe the efficiency of marketing campaigns. The Client has accordingly access to statistics concerning the use of Services, in a format and according to the technical means that Batch deems the most appropriate. The features of the Batch “Analytics” module are described on the Website.
Batch takes care and monitors its Website and Services actively and constantly, in order to detect and solve issues immediately.
Batch implemented internal procedures and security policies in order to ensure an optimal quality of services including security (infrastructure redundancy, multi-levels alarm system, CISO policies including monthly incident simulations) or performance monitoring of push notifications until mobile devices.
Batch undertakes to facilitate the reversibility / transferability in the best possible conditions. Reversibility is defined as the actions and modalities Batch must comply with in order to transfer all necessary data to the new operator at due date or when the Agreement has been terminated, whatever the reason of such termination. During this phase, Batch remains in charge of the maintenance tasks and shall take all means to ensure the continuity of service and limit the duration of the reversibility operation, whatever the reason of such termination. The Client notifies Batch (by registered letter) the decision to launch the reversibility operation as well as the identity of the new operator and the wished kick-off date. This notice shall be sent at least 30 days before the wished date. Batch confirms this date or proposes another one. Prices of the reversibility / transferability operations are based on the tariffs applicable at the date of the order by the Client.
Upon request of the Client and acceptance of Batch, Batch could deliver specific consultancy services. These services shall be defined by the parties and confirmed by Batch. These services shall be invoiced according to (i) the general principles as set out in the present Agreement and (ii) the prices defined by the parties.
Reports are for Client’s internal use only. The Client may share the reports with third party service providers for analysis and for monetizing, e.g., through ad networks to sell advertising, subject to confidentiality obligations that require the third party service provider not to publicly disclose the information in the reports. The Client may not otherwise sell, rent, disclose or make the reports publicly available without the permission of Batch.
Each Party shall be entitled to display, solely in post-use, on any support, the partnership between Batch and the Client, notably by displaying the logo and text provided by the other Party.
5. FINANCIAL CONDITIONS
For non-basic offers, fees are indicated in the Specific Terms & Conditions. Fees are exclusive of taxes.
Any payment delay of all or part of an amount, within the framework of this Agreement, at its due term, shall automatically entail, without prejudice to Batch’s other rights and with a 3 days prior formal notice:
- immediate suspension of current Services until complete payment by the Client of all amounts due,
- invoicing of a late payment interest, for Batch’s benefit, at the rate of 3 times (three times) the legal interest rate, calculated on the total of all amounts due
- invoicing a lump sum of 40€ for the collection costs.
The Client expressly acknowledges and accepts that data collected on Batch’s Website and transactions performed in the context of this agreement are recorded by Batch. This data is the only means of acceptable proof between the parties, in particular for the calculation of amounts due to Batch.
Any application of Article 1223 of the Civil Code must be subject of a prior discussion between the Parties, considering that the final agreement must be in writing. In case of non-agreement within 15 days, the Parties have 15 days to name an extrajudicial expert in order to determine the fees. The expert must write his report within 15 days. Costs are borne by the Parties at 50/50. The fees designated by the expert will be applicable (and undisputable by the Parties).
Without prejudice to other obligations provided for in his agreement, the Client:
- agrees, in the use of the Services, to respect and abide by all laws and regulations in force and not to violate public order or infringe the rights of any third party. The Client is solely responsible for successfully completing all necessary administrative, tax and/or social formalities concerning them that could result from the use of the Services. Batch shall in no case be held liable in this respect.
- acknowledges having read on the Website and understood from Batch all characteristics and constraints, technical in particular, of the entire range of Services. The Client is solely responsible for the use of the Services.
- undertakes to use the Services himself personally. The Client shall not transfer, sublicense, delegate or assign all or part of the rights under the present general terms and conditions of use to any third party.
- undertakes to use the SDK and the Services properly and on a reasonable basis. The Client shall provide with accurate, proper and adequate information and data. In the event that a product is mistakenly listed, or at an incorrect price or with incorrect specifications or that information is not compliant with the present Terms and Conditions, Batch reserves the right to refuse or cancel any order placed for product listed incorrectly, whether or not the order has been confirmed.
The Client agrees not to (or authorize or encourage any third party to) use the SDK, or the Services, generally, to:
- any act, declaration or omission caused by or in relation to the violation of the law and/or any applicable regulation and/or the present Terms & Conditions and/or platforms Guidelines / Terms & Conditions;
- generate fraudulent impressions or fraudulent clicks for any advertisement, including but not limited to, through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of other search engine optimization services and/or software;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Services;
- upload, post, email or otherwise transmit any content that Client does not have a right to transmit under any law or under contractual or fiduciary relationships;
- “spam” through the Services, or any processes that run or are activated while Client is not logged in;
- interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
- “stalk” or otherwise harass another; and/or
- circumvent any usage or access limits on use of the SDK or the Service;
- make unlawful campaigns, aggressive marketing messages, use of robots or mechanisms prohibited by platforms editors (like Apple or Google), as well as any damage to Batch servers, bandwidth, or information systems, as reasonable estimated by Batch;
- make money from, sell or concede all or part of one's access to the Services or to the information that is hosted and/or shared on the Website; and/or
- conceive, realize, develop and/or make a system, application, software and/or modules that compete the Services.
In the event of a breach by the Client of any of the Agreement or any law or regulation, Batch reserves the right, with a prior formal notice (except in case of serious misconduct as estimated by Batch) and without any further / other right, to take any measures it deems appropriate and in particular (without any limitation):
- to suspend access to the Services,
- to cancel the Client’s access. The cancellation will cause the automatic deletion of the Client’s Account, along with all corresponding stored and indexed content, without prejudice to the other consequences that may be set out in the present General Terms and Conditions. The cancellation of hosted contents shall be possible only with a prior formal notice sent by Batch,
- to inform any relevant authorities,
- to commence and prosecute any legal proceedings.
Batch agrees to provide the Services with diligence and in compliance with trade practice, specifying that it has an obligation to provide means, but this without any obligation of result, and this is expressly acknowledged and agreed by the Client. Batch does not guarantee any result of campaign, threshold, target or figure or recruitments. SDK, Services and reports are provided “AS IS” and on an “AS AVAILABLE” basis without warranty or condition of any kind.
Batch’s intervention is limited to the provision of the Services described herebefore. Batch claims no ownership or control over content stored and indexed within the context of the Services. Consequently, Batch cannot be held liable for such content, with regard to which Batch only intervenes within the role of hosting provider. The Client acknowledges and agrees that Batch may suppress from the Services any unlawful content that Batch may have knowledge of, especially (but not limited to) due to a claim from a third party or in case of a court decision. Batch shall make its reasonable efforts to warn the Client before any suppression, being understood that, in case of any administrative / judicial procedure, authorities and third parties may demand cancellation without any prior notice.
Batch shall take all appropriate measures to preserve the security and confidentiality of the stored and indexed content and to prevent unauthorized third parties from accessing such content.
In any event, any liability that could be incurred by Batch within the framework of this Agreement is expressly and solely limited to direct actual damages suffered by the Client and shall not exceed, all faults and damages aggregated, the total amount paid by the Client concerned within the year preceding these damages. Any procedure against Batch must be started within one (1) year following the damage concerned.
8. INTELLECTUAL PROPERTY
Batch reserves ownership of all intellectual property rights inherent in or relating to the Services. The Client is only granted a revocable, non-transferable, non-exclusive and non-sublicensable license to use the Services and the SDK solely to access Batch platform and within the limits and conditions set out in the present General Terms and Conditions, and for the duration of the Agreement. Batch shall retain all rights and titles in relation to software, SDK and Services and keeps the right to fix software and SDK the case may be.
Batch respects the intellectual property of others. If the Client or any third party believes that work has been copied in a way that constitutes copyright infringement, please contact us at firstname.lastname@example.org.
THE PARTIES UNDERTAKE TO KEEP AS CONFIDENTIAL, DURING THE TERM OF THIS CONTRACT AS WELL AS 12 MONTHS AFTER ITS END ALL INFORMATION DATA OR DOCUMENTS ISSUED BY ONE OF THE PARTIES TO THE OTHER FOR THE PURPOSES OF THIS CONTRACT. CONFIDENTIAL INFORMATION SHALL INCLUDE, WITHOUT ANY RESERVATION, ANY CONCEPT, TRADE SECRETS, KNOW HOW, INVENTIONS, TECHNIQUES, PROCESSES, PROGRAMS, SCHEMATICS, SOFTWARE SOURCE DOCUMENTS, DATA, CUSTOMER LISTS, FINANCIAL INFORMATION AND SALES AND MARKETING PLANS ("CONFIDENTIAL INFORMATION"). All Confidential Information are considered to be “trade secrets” in accordance with the Commercial Code. The Parties undertake that the Confidential Information communicated within the scope of the services (i) shall be protected and remain strictly confidential and will not be disclosed either directly or indirectly to any third party and (ii) shall not be reproduced, copied, duplicated either partly or totally, without the prior express Contract of the Party which issued the information and (iii) shall only be communicated to the personnel of the other Party for the purposes of the services and provided that the personnel of the said Party assigned to the services are bound by a confidentiality.
The Client shall not disclose, transfer, export, or re-export, directly or indirectly, any software, SDK technology (or direct products thereof) provided under this Agreement to any destination, end user, or end use prohibited under the EU Regulation 1334/2000 (as amended) and EU Regulation 428/2009 (as amended) and the applicable national laws or any other applicable export control laws, without the prior written approval of the European Commission, the customs or other relevant agency.
11. LAW / JURISDICTION
These General Terms and Conditions are governed by French law. IN THE EVENT OF DISPUTE CONCERNING THE VALIDITY, INTERPRETATION AND/OR APPLICATION OF THESE GENERAL TERMS AND CONDITIONS, ALL PARTIES AGREE THAT THE COURTS OF PARIS SHALL BE THE ONLY COMPETENT JURISDICTION CAPABLE OF JUDGING THE DISPUTE, SAVE CONFLICTING MANDATORY RULES OF PRACTICE.
© Batch – Updated: May 25th 2018