General Sales Conditions (GSC)
LICENSE TO USE WIDGETS AND BROADCAST APPLICATIONS – Circuits SAS
BETWEEN THE UNDERSIGNED:
The company CIRCUITS SAS with a capital of 39,000 €, headquartered in 23 rue Claudot, 54 000 Nancy, France, registered in the Nancy Trade and Company’s Register, represented by its legal representative Benoit Milan, domiciled in this capacity at the said head office, hereinafter the « Provider« ,
The company and/or the person mentioned at the top of the invoice to which it is addressed and to which this license is attached (hereinafter, the « Invoice »),
hereinafter the « User« ,
The Provider and the User are hereinafter referred together as the « Parties » or separately as a « Party« .
THE FOLLOWING WAS PREVIOUSLY RECALLED:
A. The Provider develops widgets and applications presenting guides and tourist circuits, points of interest and any other tourist and / and non-tourist object in the format of interactive maps, guides, storyguides, embellished with texts, photographs, images, videos, sounds, animations, or any other multimedia content known or unknown to date (hereinafter, a “Tour”). These widgets and applications consist of modules, dedicated hiking/riding portals and specific mobile applications (hereinafter, the « Cirkwi Modules »).
B. The User wishes to use the Cirkwi Modules in order to create and distribute content made available by the Provider, to collect emails, to improve the engagement of its visitors, to develop conversion, and to better accompany its customers before, during and after their stay (hereinafter, the « Contents« ), including Tours, on their website and/or on its mobile applications (IOS and Android).
IT HAS BEEN AGREED AS FOLLOWS:
Article 1 Products and Services
Article 1.1 Description of Cirkwi Modules
• Cirkwi Modules are modules for broadcasting Content on the Internet and/or on mobile applications (IOS and Android).
• The Cirkwi Modules allow to broadcast in real time the Contents made available to the User. Article 1.2 Content of the license
• Provision of the Cirkwi Modules,
• Operation of the online Content distribution system,
• Hosting of the solution on a secure redundant server,
• Unlimited disk space adapting to the volume of the database,
• Automatic management of the database,
• Automatic data backup every hour,
• Unlimited bandwidth that adapts to the volume of connections,
• Automatic integration of new versions and the latest updates,
• Maintenance and monitoring of the system twenty-four (24) hours a day and seven (7) days a week,
• Free online support
• Installation and set up of Cirkwi Modules (optional service for an additional fee),
• Assistance in setting up and installing the system for creating and distributing Circuits online (optional service for an additional fee).
Article 1.3 Purpose of the license
The Provider grants the User one or more licenses to use, for the period mentioned on the Invoice, Cirkwi Modules in order to distribute Content on a domain name and / or a mobile application.
The Provider grants a right of use of the Cirkwi Modules and documentation that is neither transferable nor exclusive. This right of use does not imply transfer of ownership of the rights of the Cirkwi Modules, which are the sole property of the Provider.
Article 1.4 Extended right of ownership of the right of use
The User understands and accepts that the Content, programs or others, made available to him for the use of the online distribution system, are protected and are the exclusive property of the Provider or their authors. Consequently, the User undertakes in particular not to store, duplicate, transfer, or use the Content other than within the framework of this license. Also, in the event of the end of this contract, the User undertakes to destroy or return any Content that would then be in his possession.
The Provider grants the User a personal, non-exclusive, and non-transferable right to use the Cirkwi Modules. The User agrees to use the Cirkwi Modules in accordance with the specifications referred to in this contract.
The User undertakes not to market all or part of the Cirkwi Modules, subject of the contract, or products likely to compete with it, without the express written authorization of the Provider.
Article 1.5 Delivery and installation of Cirkwi Modules
Cirkwi Modules are hosted on the Internet and do not require the installation on the User’s machines. The User uses the Cirkwi application on the Internet.
Article 1.6 Technological evolutions
In the event of a publication of any new and/or more efficient version, the Provider undertakes to make the User benefit from the latest updates and technological evolutions of the Cirkwi Modules, if the latter has accepted to receive the free updates, and subject to the payment of the annual fee.
Article 1.7 Maintenance
The Provider is always attentive to the proper functioning of the offered services. However, the Provider may exceptionally interrupt the Cirkwi service for maintenance and / or improvement work, without compensation for the User. Certain services may also be unavailable for circumstances beyond the Provider’s control. For these reasons, the User cannot have any claim concerning the proper functioning of the service.
The Provider cannot be held responsible in the event of the unavailability of the site, the Cirkwi Modules, or the associated services, in particular in the event of a programming fault or server malfunction. The aforementioned examples do not exclude other possibilities.
Article 1.8 Commitment of the Parties
The Provider undertakes to implement the necessary means to make available the Cirkwi service twenty-four (24) hours a day (24) and seven (7) days a week (7), subject to maintenance periods and possible breakdowns.
The Provider assures to the User the access and the peaceful enjoyment of the service of diffusion of online Contents.
The User declares that he/she complies with the regulations of the country applicable to the protection of personal data in the context of processing and/or use of an existing or future computer file, and in particular that he/she has satisfied all mandatory declarations. Moreover, the User undertakes to comply with all local, regional, national, or international laws and regulations in force.
The hosting of the website and mobile applications, which are already owned by the User, is at the User’s expense. However, the User may opt for the delivery of a mobile application created and hosted by the Provider. This optional service requires the payment of additional remuneration.
The Cirkwi Modules made available to the User contain all the data necessary for their use and are fully laid out. The User can customize the layout of the Cirkwi Modules using the customization tools that appear in his administration area. The User undertakes not to modify the graphics of the Cirkwi Modules and in particular not to remove the legal notices, references to Cirkwi, photo credits or hypertext links, other than through the personalization tools provided. Provision and except with the prior agreement of the Provider expressly stipulated in this contract.
If the User subscribes to the installation service of the Cirkwi Modules, he agrees to provide the FTP access codes to the server of his website to allow the Provider to establish all the manipulations necessary for the connection with Cirkwi.
Article 1.9 Protection of Cirkwi Modules
The Cirkwi Modules are original works of the mind protected as such by the national and international legislations. The Provider retains full and complete ownership of the Cirkwi Modules as well as all related rights.
Consequently, it is forbidden to the User to act in any way likely to infringe this property rights.
Article 1.10 Content and responsibility
The Provider can access the User’s account and his information for technical purposes, for maintenance or moderation of the content.
Any hypertext link on the Cirkwi.com site referring to other Internet sites or any other page of the Internet network cannot engage the responsibility of the Provider. The User may, with prior written authorization from the Provider, deactivate the hypertext links within the Cirkwi Modules. The User acknowledges and accepts that the Provider cannot be held responsible for the practices and rules of confidentiality of these other websites, as well as for the content published. Consequently, the Provider declines all responsibility towards the User with regard to the content, advertising, products, services, or others offered by these sites.
The User acknowledges that the members of the Provider , as authors (hereinafter, the « Authors »), are solely responsible for the Content. Consequently, the Provider cannot be held liable in the event that the Content published by the Authors does not contravene the legal and / or regulatory provisions in force or has caused any damage to the User or to any person.
Article 1.11 Prohibited actions
The User may not use any program, mechanism, or modules that may interfere with the functions and/or development of Cirkwi Modules. The User may not perform any action that would cause an excessive slowdown of the technical capabilities of Cirkwi Modules. The User does not have the right to block, modify, or reformulate the Content made available by the Provider.
The User agrees not to use the Cirkwi Modules for illegal activities, not to interfere with the servers and networks connected to the Cirkwi Modules and to comply with all procedures, practices and regulations of the networks connected to the Cirkwi Modules.
The User may not modify the source code of the Cirkwi Modules for his personal use or for possible distribution to the public, except with the prior written authorization of the Provider.
Article 1.12 Data storage and liability
The User’s database is automatically backed up every hour on a redundant server ensuring data recovery in the best conditions.
However, it is not the Provider’s responsibility to ensure the conservation and recovery of User data in the event of a system failure.
Consequently, the User acknowledges and accepts that the Provider cannot completely secure the User’s data, nor even ensure its conservation and recovery. The Provider cannot be held responsible for the deletion or failure to store or restore User information. The User is advised to save and keep copies of any information that the User considers important.
Article 1.13 Data protection and liability
The Provider reserves the right to store, use, and communicate the User’s personal data in order to ensure the proper functioning of the service, to monitor compliance with this contract, and with the legal provisions applicable in the country. The User accepts that his/her information may be used for the needs of the Provider, in particular for statistical purposes, and may be communicated to third parties in the event of a legal obligation or for any other purpose.
The User may object to the storage of his data or to the use that will be made of it at any time. The blocking of data deemed necessary for the proper functioning of the software package by the Provider could lead to the suspension of the User’s account for an indefinite period.
Article 2 Transmission of data in the form of an XML stream
In the event of an exceptional agreement for the transmission of data in the form of an XML stream, the User also undertakes:
• to place a link at the bottom of all pages of its website; the link must refer to the Cirkwi.com site, the general conditions of use of the Cirkwi.com site and comply with the integration and presentation rules provided by the Provider;
• in the event of the termination of this contract, to delete all stored data transmitted by the Supplier or in connection with this contract; this data includes in particular, data relating to Cirkwi Modules and Content.
Article 3 Pricing and Invoicing
Article 3.1 Fee
The user subscribes to and accesses the Circuit Modules by paying the contribution, the amount of which is included in the Invoice (the « Fee »).
No charge is applied to the User for the installation, hosting and maintenance of Cirkwi Modules on the Provider’s servers, except for options and special cases at the Provider’s discretion.
Article 3.2 Invoicing
The User pays the Provider the total amount of the Fee, on presentation of the corresponding invoice issued by the User, and payable on the payment date shown on the invoice.
In the event of non-payment in the above-mentioned conditions, the User shall reserve the right to suspend the User’s license under this Agreement and may terminate this Agreement without prejudice to the recovery of the sums due and any damages that the Provider may claim, without the User being entitled to claim any compensation.
In the event of late payment, the User shall be charged late payment penalties equal to three (3) times the legal interest rate, calculated on the total amount of the sums due, in accordance with the provisions of Article L. 441-6 of the French Commercial Law.
Article 4 Obligations of the User
The User undertakes to cooperate with the Provider and to provide him with all the information essential for the proper functioning of the Cirkwi Modules and for the proper performance of the offered services.
The User undertakes to always work in accordance with the laws in force, in particular those relating to the protection of individual data (RGPD) and the protection of copyright and intellectual property, good practices and good faith, with due diligence. The User will not use the Cirkwi Modules for purposes that may prevent, damage, limit, or deteriorate its operation, property, or rights of the site, the User’s suppliers, its Users, or third parties. The User is responsible for the use of the Cirkwi Modules by third parties to this contract acting on its behalf, and in particular by its subcontractors, providers, or partners.
Article 5 Responsibilities of the User
The User is responsible for the choice of Cirkwi Modules, the use made of them and the results obtained from them.
The User is solely responsible for maintaining the confidentiality of their password and therefore for all the activities that have taken place under cover of this password. The User undertakes to immediately notify the Provider of any fraudulent use of his password or any other breach of security.
The Provider cannot be held responsible for damages resulting from the transmission of any information, including that of username and / or password.
The User expressly acknowledges that the use of the Cirkwi Modules is done at the User’s own risk.
He assumes all responsibilities with regard to the qualification and competence of his staff.
In addition, the User expressly declares that the User has all the necessary information enabling them to assess the compliance of the Cirkwi Modules with the User’s specific needs.
The information or advice, whether written or oral, obtained by the User from the Provider shall not, under any circumstances, constitute a guarantee that would nullify certain stipulations of this agreement.
Furthermore, the User is responsible for the data recorded and the consequences that they may entail.
In particular, the User undertakes to ensure that this data is not such as to prejudice the legitimate interests of any third party. In this respect, the User guarantees the Provider against any recourse, based directly or indirectly on these remarks and/or data, that may be brought by anyone against the Provider. In particular, the User undertakes to pay the sums, whatever they may be, resulting from the recourse of a third party against the Provider, including legal fees and court costs.
Article 6 Responsibilities of the Provider
The Provider is expressly submitted to an obligation of means for the Cirkwi service. The Provider guarantees the conformity of the Cirkwi Modules.
The Provider’s liability is conventionally limited to repairing any errors or malfunctions of the Cirkwi Modules. The User admits knowing the limitations and constraints specific to the Internet network and, as such, recognizes in particular the impossibility of a total guarantee of the security of data exchanges.
The Provider cannot be held liable for any damage and / or prejudice, direct or indirect, material or immaterial, or of any nature whatsoever, suffered by the User, including, without limitation, losses operating and data loss. The Provider shall not be financially liable for any loss of earnings or profits on the part of the User.
The User acknowledges and accepts that the Provider shall not be held liable for any damage and/or harm that may occur as a result of an interruption, suspension or stoppage of the service provided, regardless of the conditions of these circumstances.
In particular, the Provider shall not be held liable for the non-performance of the contract concluded due to the occurrence of an event of force majeure. The Provider cannot be held responsible for the non-operation of the Cirkwi Modules caused by the modification of the link locations on the User’s website. In general, the Provider cannot be held responsible for disputes between the User and his own customers, related to malfunctions other than those of the Cirkwi Modules.
In particular, the Provider cannot be held responsible if the information provided by the User or its partners is inaccurate, and if the sales made by the User’s customers are not honored.
The Provider only makes available to the User a joining tool between him and the User’s own customers, and consequently declines any responsibility arising from the sales made and the Content offered.
Finally, the Provider cannot be held responsible for the failure of one of its own providers ensuring the supply of one or more services integrated to the Cirkwi Modules.
Article 7 Ownership and responsibility of the data
The User authorizes the Provider to store these data in order to control the respect of the rules, the general conditions and the legislative provisions applicable to the country. These data may also be used by the Provider for statistical purposes.
Article 8 Duration and termination
The license to use Cirkwi Modules comes into effect from the signing of this agreement for a period of one (1) year, renewable by tacit agreement for successive periods of one (1) year.
The Provider reserves the right to restrict, suspend or terminate, at any time and without notice, the account(s) of the User in the event of violation of this Agreement, without this being exclusive of other possibilities, without reason to be provided by the Provider or compensation to be paid to the User.
The User may terminate an account at any time without notice to give or time to respect by making the request to the technical support of the site Cirkwi.com.
In the event of non-observance by one of the parts of its obligations born of this Agreement, each Party can ask the other one the cancellation of the contract with immediate effect.
Termination will result in the closure of the User’s account and will remove access to all services offered by the Provider, without refund of the annual fee.
In the event of termination, the Provider may immediately delete all the User’s data. The Provider cannot be held responsible for any damage or loss suffered by the User as a result of the termination of the account.
If the termination occurs during the subscription, the period started will be due in full and will not be reimbursed.
Article 9 Confidentiality
The Provider and the User undertake not to communicate confidential information to third parties. Confidential information includes usage data and statistics of Cirkwi tools, and information that the User will communicate to the Provider with the aim, for example, of improving the service.
Article 10 Miscellaneous
At any time, the User has a right of access, modification, rectification, and deletion of the data which concern the User. To exercise this right, the User must contact the technical support within the appropriate administration space on the site Cirkwi.com or by email to the address: .
For all complaints and questions relating to the execution of this contract, the User must contact complaints support by sending an email to .
Article 11 Applicable Law and Jurisdiction
This contract is subject to French law, which is applicable for all legal disputes concerning the Provider. All disputes relating to their interpretation and/or execution shall be governed by French law.
In case of multiple jurisdictions or international conflicts, the only competent jurisdiction is that of the Provider’s registered office.