Mention Terms of Services [July 2016]
I. About Mention Solutions
The Services are provided by Mention Solutions SAS, a simplified stock company with capital of 2,573.40 €, registered with the Trade and Corporate Registry of Paris under the number B 790 841 266, with its main office located 12, boulevard Poissonnière 75009 Paris (France) (“Mention Solutions”).
II. Scope of the ToS
These ToS govern any and all uses of the Services. They are provided to Users at the time of the Services’ subscription and are available at any time.
Users acknowledge having read and understood the ToS and hereby accept to be bound by them. The ToS shall prevail over any other contractual document issued by Users. Users may have concluded a service contract with Mention Solutions. In case of conflict between them, the service contract prevails over the ToS.
Mention Solutions reserves the right, at its discretion, to modify the ToS at any time by posting a notice through the Services, or by sending Users a notice via email. Users shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Services following such notification constitutes Users' acceptance of the modified ToS.
The capitalized terms shall have the definition given to them below or in the ToS:
Account means a valid account giving access to the Services;
Administration Page means the private page accessible from the Account and displaying Users’ settings;
Alert(s) mean(s) the request(s) entered via the Services by Users including or excluding one or several keyword(s) determined by them. The Alerts direct to the Mentions;
Basic Plan means one of the several options offered by Mention Solutions to Users for subscribing to the Services. Users may freely subscribe to the Basic Plan, which contains the following limitations: number of Users per Account and number of Alerts and Mentions per month per Account;
Collaborator(s) mean(s) Users’ employees or contractors expressly authorized by Users to access and use the Services on their behalf. Collaborators agree to be bound by the ToS;
Fees mean the fees for the Services applicable only for Paid Plans;
Free Users mean Users subscribing to the Basic Plan;
Filter(s) mean(s) the automatic filter(s) through an algorithm based on Users’ selection and developed by Mention Solutions. Filters may be activated under Users’ control and responsibility;
License means the license given by Mention Solutions to Users for using the Services;
Mentions mean the real-time results displaying Third-Party Content from Third-Party Websites as a result of the Alerts. The Mentions requested by Users may temporarily reproduce Third-Party Content which is carried out entirely in the context of the implementation of a technological process. All reproductions of Third-Party Content are necessary for implementing said technological process;
Paid Plans mean charged Plans proposed to Users (premium, business or enterprise);
Paid Users mean Users subscribing to a Paid Plan;
Party(ies) mean(s) Mention Solutions and/or Users;
Personal Data means any data relating to a living individual who is or may be identified;
Plan means Basic and/or Paid Plans;
Quota means a limitation on the number of Mentions, Alerts or Users depending on the Plan chosen by Users;
Search Engine means the search engine developed and provided by Mention Solutions through the Services;
Services mean the content neutral tool provided to Users under their sole responsibility by Mention Solutions including the Search Engine in order to facilitate Users’ online researches. The Services may be accessed as a Software as a Service (SaaS), via a downloadable software program or via an API;
Sources mean the Third-Party Websites’ classification via the Services: Facebook®, Twitter®, News, Blogs, Videos, Forums and Images;
Term means the monthly or yearly term chosen by Users during which they use the Services;
Third-Party Content(s) mean(s) the third-party content freely accessible in whole or in part from various Third-Party Websites, including but not limited to texts, graphics, news articles, photographs, images, illustrations, video clips, advertising and trademarks, which may be protected by copyright or private rights. The Third-Party Content is displayed by Mention Solutions upon request of Users under Users’ control;
Third-Party Website(s) mean(s) the third-party website created and administrated by a third-party and making available the Third-Party Content;
ToS mean these terms of services;
Users mean any persons or entities using the Services and opening an Account.
"GTCS" refer to these general terms and conditions of sale;
"Client" refers to the legal or natural person having subscribed to the internet media watch solution Service;
"Special Terms and Conditions" refer to the specific terms and conditions applicable to the Client's order and relating to the Service, price, term, subscription start date, subscription renewal date and payment terms;
"Agreement" refers to the GTCS and the Special Terms and Conditions;
"Documentation" refers to the documentation describing the technical and functional characteristics of the Service, as well as its administration, access and user manuals. It forms an integral part of the Agreement and is accessible at the following address: https://dev.mention.com;
"Data" refers to the Client's digital data, whether personal or not, collected, processed and/or shared between the Client and the Service Provider and which are likely to be intended for third parties, as part of the Service access and user rights;
"Intellectual Property Right" refers to any patent, copyright, moral right, trade name, brand, trade secret, as well as any request to obtain one of the above rights, Internet domain names, logos, creations, slogans, and intangible elements of a similar nature, programs, software or applications, physical or intangible proprietary information, namely proprietary processes, formulas, algorithms, or any other intellectual property right, whether the latter are registered or not and whether or not they were created before or after the effective date of the Agreement;
"Party or Parties" refer individually to the Service Provider or the Client and jointly to the Service Provider and the Client.
"Service Provider" refers to Mention Solutions, a simplified stock company with capital of €2,573.40, registered with the Trade and Companies Registry of Paris under number 790 841 266, with its main office located at 12, boulevard Poissonnière 75009 Paris, represented by its President Matthieu Vaxelaire;
"Service" refers to the Mention™ outsourced media watch application solution, hosted on the servers designated by the Service Provider which can be remotely run by the Client in particular via a dedicated or SaaS application programming interface (API);
"Consulting Services" refer to the services involving consulting, development where necessary, configuration, set-up assistance provided by the Service Provider to enable the Client to use the Service;
"Site" refers to the web pages associated with the electronic functions described in the Service Documentation accessible by and configured for and/or by the Client.
IV. Description of the Services
- Monitoring Third-Party Websites by creating Alerts
Users may use the Services to monitor Third-Party Content accessible through Third-Party Websites by selecting the Alert(s) of their choosing.
The Mentions are accessible from the Users’ Account interface and are referenced automatically and in real time without any control of Mention Solutions.
The Mentions are classified according to their date of online publication and according to Third-Party Websites’ Sources: Web, Facebook®, Twitter®, News, Blogs, Videos, Forums, and Images.
2. Filtering and assessing Third-Party Content
Each Mention contains:
- a logo related to the level of priority of the Third-Party Websites based on their sharing;
- a tone (positive, negative or neutral) of Third-Party Content automatically generated and based on the selection of other Users. By default, the Tone is neutral but may be changed by Users and will be visible by others if the Mention is shared.
Users may activate one or several Filters under their sole control and responsibility:
- “blocked sites” to automatically block Third-Party Websites’ selected by Users;
- “priority inbox” to automatically identify the Mentions coming from influential Third-Party Websites and important Sources;
- “anti-noise” to automatically remove the Mentions similar to those previously deleted by Users;
- “geolocalisation” to automatically locate Alerts’ areas. 3. Sharing Alerts and Third-Party Content and uploading Alerts from other services
Users may share the Alerts, the Mentions and the Third-Party Content with anyone regardless of whether they have an Account.
Users share the Alerts under their sole responsibility.
Users may upload Alerts created from other compatible services provided that such upload does not violate the other services’ terms and conditions. Users shall obtain all authorization to upload Alerts from other compatible services.
4. Accessing and Commenting Third-Party Content
Users may access and comment Third-Party Content after being redirected to Third-Party Websites by clicking on the URL link.
Users may connect a social account to an Alert and may react to any Mention without having to leave the Services.
5. Activity feed and analyzing statistics
Depending on the Paid Plan, Users may assign tasks to Collaborators such as reading, retweeting or reposting a Mention and may receive statistics.
6. Archiving Mentions
Depending on the Plan, Users may archive one or several Mention(s). The archive will contain a URL link to the Third-Party Websites reproducing the Third-Party Content requested by Users.
V. Accessing the Services by creating an Account
To access and use the Services, Users must be legally capable of entering into a binding agreement and abide by all applicable law (French and/or foreign).
To use the Services, Users must create an Account and provide the following information:
- Email address;
- When relevant: company name, phone number, number of employees.
The email address must remain valid as long as the associated Account remains active. Users are responsible to update said email address if necessary.
Users’ password is strictly personal and confidential and Users shall not share it with anyone (except for their Collaborators and depending to the Paid Plans).
If Collaborators create Accounts on behalf of a User, they warrant to be authorized to grant all permissions provided in the ToS and to bind the User to the ToS, and that they agree to the ToS on the User' behalf.
Users may under their sole responsibility upload an avatar (photograph, image, logo, etc.) associated with their Account.
VI. Mention Solutions’ duties
Mention Solutions shall provide Users (and as the case may be the Collaborators) with the Services according to the applicable Plan.
Subject to the ToS and provided that Users have paid all applicable Fees, Mention Solutions grants to Users a limited, non-exclusive, non-transferable and revocable License to use the Services.
Mention Solutions shall provide Paid Users with tools enabling them to upload their alerts created from other compatible services, to share the Alerts, the Third-Party Content and Websites, to access and comment Third-Party Content, to assign task, perform statistics, and archive the Mentions.
VII. Users’ duties
- Using the Services
As a condition for accessing and using the Services, Users agree:
- to always provide truthful and actual personal data and to update them as needed so that they remain true, complete and accurate;
- to use the Services pursuant to their destination;
- if applicable, to select the Paid Plans applicable to their location;
- to respect the third-parties’ rights and, more generally, all applicable laws and regulations relevant to the use of the Services;
- to use Third-Party Content and Third-Party Websites in accordance with the ToS and with any applicable legal or contractual restriction;
- not to engage in any conduct that would interrupt, destroy, limit or more generally harm the Services or enable Users to gain unauthorized access to the Services, including by using viruses, malicious code, programs or files;
- not to copy or sell in whole or in part the Services;
- not to create more than one Account, nor to create a new Account further to the cancellation by Mention Solutions.
In case of any violation of the above, Mention Solutions reserves the right to cancel the Account and/or to block Users without any notice, nor indemnification.
Paid Users shall make payments to Mention Solutions pursuant to article VIII of the ToS.
VIII. Financial terms and conditions
Paid Plans require the payment of Fees according to the applicable fees schedule( https://mention.com/pricing).
Applicable Fees for the use of the Services may differ and may be displayed in different currencies depending on the Users’ location (with taxes, if applicable).
Users may pay Fees by credit card or by wire transfer.
Users may at any time decide to change their Plan. Any change toward a lower Plan shall be applicable at the end of the current Term, whereas any upgrade shall be applicable immediately.
Mention Solutions reserves the right to update its fees schedule and to create new charges at any time, upon one (1) month prior notice to Users, which may be sent by email or posted on the Site. The new Fees schedule will apply only after the renewal Term.
Invoices are sent to Paid Users by email if requested and remain accessible from their Account at any time.
IX. Intellectual Property
5.1 The Site and Service, as well as all their components and contents, including the dedicated API, are protected by intellectual property rights and remain the exclusive property of the Service Provider and its partners. Any reproduction, editing or exploitation whatsoever of the Intellectual Property Rights is explicitly prohibited.
Subject to full payment of the price, the Service Provider grants the Client a non-exclusive, named, personal and temporary right to access and use the Service.
The Service Provider explicitly reserves the exclusive right to adapt, arrange and/or modify the Service, Site and/or dedicated API.
Any Intellectual Property Right related to the outcome of the services performed by the Service Provider under the Agreement, as well as any related documentation (jointly referred to as "Outcome of Works") are and shall remain the exclusive property of the Service Provider or shall be assigned to the latter by the Client, on the understanding that the assignment shall take place from the Creation of the Outcome of the Works and be valid worldwide, for the validity period of the rights.
5.2 The Client states that it has previously read the Terms of Service, the Documentation and the technical and functional specifications of the Service and state that they meet its needs and expectations.
The Client undertakes to (i) only use the information contained in the Documentation for its own needs and solely for the purposes of the Agreement, (ii) comply with the terms and restrictions of use set out in the Agreement, as well as in the Documentation and to (iii) not hinder or disrupt the execution of the Service. The Client vouches for compliance with the foregoing by its Users
X. Liability, disclaimer and warranties
1. Mention Solutions’ liability and warranties applicable for Paid Plans
Mention Solutions warrants that:
- Users shall be able to monitor Third-Party Content by using the Services and to create Alerts in order to generate Mentions;
- it will not change User’s Filters and more generally Users’ settings regarding to the Services without notice;
- it will execute Users’ requests for accessing and sharing Third-Party Content and conducting analysis;
- it will take all reasonable measures to maintain the confidentiality of Users’ information.
2. Mention Solutions’ liability and warranties applicable for Basic Plan
As consideration for the providing of the Services for free, Mention Solutions gives no warranty, whether implied or express, to Free Users.
Mention Solutions may not be held liable for interruption of the Services.
3. Mention Solutions’ disclaimer for Paid Plans and Basic Plan
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AS PROVIDED BY MENTION SOLUTIONS ARE PROVIDED AND LICENSED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. MENTION SOLUTIONS DOES NOT GUARANTEE THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
The Services may be changed, amended and/or otherwise altered at any time in Mention Solutions’ sole discretion.
Mention Solutions does not exercise any control over Third-Party Content and Websites and has no control over them. Similarly, Mention Solutions does not control links to Third-Party Websites. Third-Party Content is provided to Users "as is" to facilitate their web browsing.
Mention Solutions takes no responsibility and assumes no liability for any Third-Party Content that Users post or transmit using the Services. Users understand and agree that they may be exposed to Third-Party Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to their purpose.
If Users access any Third-Party Websites or Third-Party Content from the Services, they do so at their own risk and agree that Mention Solutions will have no liability arising from their use of or access to any Third-Party Websites or Third-Party Content.
4. Users’ liability, disclaimer and warranties applicable for Paid Plans and Basic Plan
Users agree that:
- Third-Party Content and links to Third-Party Websites are reproduced upon their request;
- Mention Solutions does not exercise any control over and does not pre-screen Third-Party Content and may not be held liable for their communication to the public;
- Mention Solutions may not be held liable for any damages or loss arising from or connected with the use of or the reliance on the Third-Party Contents, goods, or services available on the Third-Party Websites;
- Mention Solutions may not be held liable with respect to Third-Party Content or Third-Party Websites and Users undertake to directly and exclusively contact the appropriate third-party with any claim or request they may have;
- They use the Services at their own risk which are being provided to them on an "as is" and "as available" basis.
Users shall be responsible for:
- their access, use and selection of the Services, including by their Collaborators;
- the selection of the Alerts and the reproduction of Third-Party Content in the Mentions;
- obtaining and maintaining any equipment needed to access and use the Services;
- ensuring that such equipment is compatible with the Services;
- sharing and commenting Third-Party Content and accessing to Third-Party Websites.
Users are solely responsible for their connection to the internet and all costs incurred. Access to the Services may be available through software programs downloaded to Users’ terminal. Users agree that Mention Solutions may automatically upgrade those software programs, and the ToS will apply to such upgrades.
Users shall indemnify and hold Mention Solutions (and its affiliates and subsidiaries, and its and their respective officers, directors, employees, agents) harmless from any claim or demand, including reasonable legal fees, made by any third-party due to or arising out of their breach of the ToS, their improper use of the Services or their breach of any law or the rights of a third-party.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER THE TOS FOR ANY INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST DATA OR LOST PROFITS.
XII.Term and termination
The ToS are entered into monthly or yearly Term and those Terms are renewed automatically.
Each of the Parties may terminate at any time directly from the Administration Page.
Any cancellation of payment for the Services will take place at the next renewal Term: full month or year are charged for the month or year which Users discontinued service. No refunds or credits can be made for partial use of the Services.
Upon termination of these ToS, regardless of the reason, Users shall not be able to access the Services and the License shall be automatically terminated.
Articles IX, X, XI, XII and XIII will survive the expiration or termination of the ToS.
For any request, Users may write to Mention Solutions: firstname.lastname@example.org orMention Solutions SAS 12, boulevard Poissonnière 75009 Paris (France).
Users may report abuse, harassment, inappropriate Third-Party Content, privacy complaints or more generally any violation of the law by a third-party by sending a notification to Mention Solutions SAS 12, boulevard Poissonnière 75009 Paris(France) with the following information:
- Date of notification;
- Name, first name, employment, address, nationality, date and place of birth (and for a company: form, name, address and representative);
- A description of the fact and their location;
- The reason of notification (with legal explanation);
- A copy of the letter sent to the Third-Party Content’s author or the justification that this author cannot be contacted. 2. Force Majeure
11.1 The Parties shall not be liable for the non-fulfilment of their obligations in case of the occurrence of force majeure event as defined by French case law making it impossible to perform the Agreement.
11.2 In such a case, the Agreement shall be suspended until the force majeure event ceases to apply. The Parties shall meet to discuss the conditions for adaptation or replacement allowing the resumption of the performance of the Agreement as soon as possible. However, where it is not possible to resume performance of the Agreement within sixty (60) days of the occurrence of the force majeure event, the Agreement shall be terminated automatically and without compensation from either side, by the party that is first to take action and by registered letter with acknowledgement of receipt to the other party. Notwithstanding the foregoing, a force majeure event may in no case whatsoever excuse or delay the fulfillment of the obligations of a Party in respect of Confidentiality or Intellectual Property Rights.
3. Severability, no waiver, invalidity
No waiver by Mention of any default or provision hereof shall be deemed a waiver of any subsequent default or provision.
If any provision of the ToS is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions.
4. Relationship of Parties
The ToS are not intended to create a relationship such as a franchise, joint venture, agency, or employment relationship. Neither Party may act in a manner which expresses or implies a relationship other than that of independent contractor, nor bind the other Party.
XIV. Governing Law
The ToS are governed by French law.
The effective date of the ToS is [July, 2016]. To the extent any translated version of the ToS conflicts with the English version, the English version shall prevail.
To the extent permitted by applicable law, Paris Courts shall have exclusive jurisdiction over all disputes arising out of the validity, interpretation, execution and/or breach of the ToS and of the service, regardless of plurality of defendants or indemnification provisions.