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Batch Service Agreement

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, 41, rue de Prony, 75017 Paris, France, duly represented by Simon DAWLAT, as President (hereafter “Batch”).

WHEREAS

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 present Agreement includes, in the following rank, these documents: (i) the present General Terms & Conditions, (ii) Specific Terms & Conditions which shall be formalized with a price proposal, the appropriate pages of the site https://batch.com or any written document which specifies the prices and/or the scope of the services for the Client, (iii) the Privacy policy https://batch.com/privacy-policy and the case may be, (iv) any schedule (“the Agreement”). In case of any ambiguity between two documents, the highest rank document shall prevail. The Agreement begins on the signature day for the duration provided in the Specific Terms & Conditions. It is then automatically renewed for an undefined duration terminable at any time with a 3 months-notice by letter with acknowledgement of receipt.

1. PURPOSE

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.

2. ACCOUNT

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.

3. SDK

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.

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 Push
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 Analytics
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.

Support
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.

Reversibility
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.

Consultancy services
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
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.

Reference
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:

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.

6. OBLIGATIONS

Without prejudice to other obligations provided for in this agreement, the Client:

The Client agrees not to (or authorize or encourage any third party to) use the SDK, or the Services, generally, to:

The Client shall fully indemnify, hold harmless and defend Batch from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to reasonable attorney's fees and costs), whether or not involving a third party claim, which arise out of or relate to (i) any violation of the Terms and Conditions or Privacy Policy, (ii) Client’s use of the SDK and/or the Services or (iii) the unauthorized use of the SDK and/or 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):

7. LIABILITY

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.

Batch guarantees to the Client that he shall use peacefully the SDK and the Services during the duration of the Agreement subject to the respect, by the Client, of the present Agreement and the laws. Accordingly, Batch shall fully indemnify, hold harmless and defend the Client from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to reasonable attorney's fees and costs), whether or not involving a third party claim based on a European patent or trademark or an unfair competition act, which arise out of (i) any violation of the Terms and Conditions or Privacy Policy or (ii) Client’s use of the SDK and/or the Services. This guarantee is subject to the following conditions: (a) the Client must alert immediately Batch, (b) the Client must cooperate and provide Batch with any and all necessary information and elements and (c) Batch shall keep the monopole of the argumentation towards any court or authority. Batch does not guarantee the Client (i) that the Services, which are subject to constant research to improve their performance and progress, will be totally free of errors, faults or defects, (ii) that the Services, being standard and not offered specifically to any one given the Client according to that Client’s own personal constraints, shall specifically meet that Client’s needs or expectations

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 hello@batch.com.

9. CONFIDENTIALITY

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"). 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.

10. EXPORT

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