Mention Solutions Terms of Services [February 2019]
These ToS govern any and all uses of the Services. They are provided to the Client at the time of the Services’ subscription and are available for Users 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. The Client may have entered into the general terms and conditions of sale with the Service Provider. In case of conflict between them, the general terms and conditions of sale prevails over the ToS.
The Service Provider 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.
Article 1. Definitions
The capitalized terms shall have the definition given to them below:
“Account” refers to a valid account giving access to the Services;
“Administration Page” refers to the private page accessible from the Account and displaying Users’ settings;
“Alert(s)” refer(s) to 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” refer(s) to one of the several options offered by the Service Provider 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;
“Client(s)” refer(s) to the legal or natural person(s) having subscribed to the Services via a Paid plan;
“Fees” refer to the fees for the Services applicable only for Paid Plans;
“Free Users” mean Users subscribing to the Basic Plan;
“Filter(s)” refer(s) to the automatic filter(s) through an algorithm based on Users’ selection and developed by the Service Provider. Filters may be activated under Users’ control and responsibility;
“License” refers to the license given by the Service Provider to Users for using the Services;
“Mentions” refers to 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” refer to charged Plans proposed to the Clients;
“Party(ies)” refer(s) to the Service Provider and/or Users;
“Personal Data” refers to any data relating to a living individual who is or may be identified;
“Plan” refers to Basic and/or Paid Plans;
“Quota” refers to a limitation on the number of Mentions, Alerts or Users depending on the Plan chosen by Users;
“Search Engine” refers to the search engine developed and provided by the Service Provider through the Services;
“Services” refer to the content neutral tool provided to Users under their sole responsibility by the Service Provider 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;
"Service Provider" refers to Mention Solutions, a simplified stock company with capital of €2,977,600, registered with the Trade and Companies Registry of Paris under number 790 841 266, with its main office located at 16, passage Jouffroy - 75009 Paris, represented by its President Ulf MALMSTROM;
“Sources” refer to the Third-Party Websites’ classification via the Services: Facebook®, Twitter®, News, Blogs, Videos, Forums and Images;
“Term” refers to the monthly or yearly term chosen by Users during which they use the Services;
“Third-Party Content(s)” refer(s) to 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 the Service Provider upon request of Users under Users’ control;
“Third-Party Website(s)” refer(s) to the third-party website created and administrated by a third-party and making available the Third-Party Content;
“ToS” refer to these terms of services;
“Users” refer to mean any persons or entities using the Services and opening an Account, such as the Client, the Client’s employees or contractors expressly authorized by the Client to access and use the Services on their behalf or Free Users. Users agree to be bound by the ToS.
Article 2. Description of the Services
2.1 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 the Service Provider.
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. 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 shall 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.
2.3. 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, the Mentions and the Third-Party Content 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.
2.4. 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.
2.5. Activity feed and analyzing statistics
Depending on the Paid Plan, the Client may assign tasks to their Users such as reading, retweeting or reposting a Mention and may receive statistics and reports.
2.6. Archiving Mentions
Depending on the Plan, Users may archive one or several Mention(s). The archive shall contain a URL link to the Third-Party Websites reproducing the Third-Party Content requested by Users.
Article 3. 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.
The Clients’ password is strictly personal and confidential and the Clients shall not share it with anyone (except for their Users and depending to the Paid Plans).
If Users create Accounts on behalf of a Client, they warrant to be authorized to grant all permissions provided in the ToS and to bind the Client to the ToS, and that they agree to the ToS on the Client's behalf.
Users may under their sole responsibility upload an avatar (photograph, image, logo, etc.) associated with their Account.
Article 4. The Service Provider’s duties
The Service Provider shall provide the Clients (and, if applicable to their Users) with the Services according to the applicable Plan.
Subject to the ToS and provided that Users have paid all applicable Fees, the Service Provider grants to Users a limited, non-exclusive, non-transferable and revocable License to use the Services.
The Service Provider shall provide the Clients who have subscribe to Paid Plan 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.
Article 5. Users’ duties
5.1 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 the Service Provider.
- to comply with the Terms of Service of Twitter (http://twitter.com/tos), Facebook (https://www.facebook.com/terms.php), Instagram (https://help.instagram.com/581066165581870), Linkedin (https://www.linkedin.com/legal/user-agreement) and any other third party service available through the Services
In case of any violation of the above, the Service Provider reserves the right to cancel the Account and/or to block Users without any notice, nor indemnification.
Article 6. Financial terms and conditions
Paid Plans require the payment of Fees according to the applicable fees schedule accessible at https://mention.com/pricing.
Applicable Fees for the use of the Services may differ and may be displayed in different currencies depending on the Clients’ location (with taxes, if applicable).
The Clients may pay Fees by credit card or by wire transfer.
The Clients 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.
The Service Provider reserves the right to update its fees schedule and to create new charges at any time, upon one (1) month prior notice to the Clients, which may be sent by email or posted on the Site. The new Fees schedule shall apply only after the renewal Term.
For Paid Plan, invoices are sent to the Client by email if requested and remain accessible from their Account at any time.
Article 7. Intellectual Property
7.1 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 under the ToS, as well as any related documentation are and shall remain the exclusive property of the Service Provider.
7.2 Users acknowledge having read the documentation of the Service Provider and the technical and functional specifications of the Services, state that they meet their needs and expectations and hereby accept ti be bound by them.
Users undertake to (i) only use the information contained in the Service Provider’s documentation for their own needs and solely for the purposes of the ToS, (ii) comply with the terms and restrictions of use set out in the ToS, as well as in the Service Provider’s documentation and to (iii) not hinder or disrupt the execution of the Services. The Client vouches for compliance with the foregoing by its Users.
Article 8. Liability, disclaimer and warranties
8.1. The Service Provider ‘s liability and warranties applicable for Paid Plans
The Service Provider 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 shall not change User’s Filters and more generally Users’ settings regarding to the Services without notice;
- it shall execute Users’ requests for accessing and sharing Third-Party Content and conducting analysis;
- it shall take all reasonable measures to maintain the confidentiality of Users’ information.
8.2. The Service Provider disclaimer for Users
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AS PROVIDED BY THE SERVICE PROVIDER ARE PROVIDED AND LICENSED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THE SERVICE PROVIDER DOES NOT GUARANTEE THAT THE USE OF THE SERVICES SHALL BE UNINTERRUPTED OR ERROR FREE.
The Services may be changed, amended and/or otherwise altered at any time in the Service Provider’ sole discretion.
The Service Provider does not exercise any control over Third-Party Content and Websites and has no control over them. Similarly, the Service Provider does not control links to Third-Party Websites. Third-Party Content is provided to Users "as is" to facilitate their web browsing.
The Service Provider 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 the Service Provider shall have no liability arising from their use of or access to any Third-Party Websites or Third-Party Content.
In all cases, the Service Provider's total cumulative liability for all claims shall be capped at the price paid, excluding taxes and costs, by Users in the course of the twelve (12) months prior to the occurrence of the loss.
8.3. The Service Provider’s liability and warranties applicable for Free Users
As consideration for the providing of the Services for free, the Service Provider gives no warranty, whether implied or express, to Free Users.
The Service Provider may not be held liable for interruption of the Services.
8.4. 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;
- the Service Provider 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;
- the Service Provider 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;
- the Service Provider 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.
The Client shall be responsible for:
- their access, use and selection of the Services, including by their Users;
- 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 the Service Provider may automatically upgrade those software programs, and the ToS shall apply to such upgrades.
Users shall indemnify and hold the Service Provider (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.
8.5. Force Majeure
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 ToS.
In such a case, the ToS 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 ToS as soon as possible. However, where it is not possible to resume performance of the ToS within sixty (60) days of the occurrence of the force majeure event, the ToS 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.
Article 9. Indemnification
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.
Article 10. 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 shall 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 VIII, IX, X, XI and XII shall survive the expiration or termination of the ToS.
Article 11. Miscellaneous
For any request, Users may write to the Service Provider: email@example.com or Mention Solutions SAS 16, passage Jouffroy - 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 16, passage Jouffroy - 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.
11.2. 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.
11.3. 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.
Article 12. Governing Law
The ToS are governed by French law.
To the extent any translated version of the ToS conflicts with the French version, the French 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.