1. Purpose

1.1. For the benefit of professionals, MONAVISCOMPTE has developed a rating service that consumers can use to rate a company’s offer: products, services, Internet sites or points of sale.

1.2. To facilitate the integration of the service, MONAVISCOMPTE has developed a platform called “MONAVISCOMPTE Tools”. This platform allows its “developer” users to integrate applications known as “APIs” that will allow professionals to collect consumer satisfaction reviews, to display them in a structured and transparent manner, and to access reliable consumer ratings.

2. Scope

2.1. These Terms of use (the “Terms”) describe the relation between You, a “MONAVISCOMPTE Tools” User and MONAVISCOMPTE, and govern your use of “MONAVISCOMPTE Tools”, including but not limited to the website “MONAVISCOMPTE Tools”, any and all data (i.e. for example consumer-produced content), text, software, documents and other materials on or collected through “MONAVISCOMPTE Tools” (the “Content”), any application programming interface offered through “MONAVISCOMPTE Tools” (each of which is an “API”), and any and all services offered through “MONAVISCOMPTE Tools” (the “Services”). Unless indicated otherwise by the context, any reference to “MONAVISCOMPTE Tools” in these Terms includes a reference to its APIs, its Content and any Services.

2.2. These Terms represent the entire agreement between You and MONAVISCOMPTE, thereby excluding any other documents and General terms, except any possible special terms formally and separately accepted in writing by MONAVISCOMPTE.

2.3. In principle, within these Terms, MONAVISCOMPTE considers that You are a developer, but You can also be an IT specialist or Webmaster or any other person authorised to accept the Terms on behalf of the company for which “MONAVISCOMPTE Tools” will be used and that will integrate the APIs.

2.4. By accepting these Terms, You declare and guarantee that You have the necessary powers to enter into a binding agreement in the name of the legal person for which you are accepting them. You also declare your complete acceptance of the provisions and waivers contained in the Terms.

2.5. These Terms relate only to the no-cost usage of “MONAVISCOMPTE Tools”.

3. Registration data

3.1. In consideration of your use of “MONAVISCOMPTE Tools”, its Content, and/or Services, you agree to:

3.1.1. provide accurate, current, and complete information about you as may be requested in a registration form for “MONAVISCOMPTE Tools” (the “Registration Data”);

3.1.2. maintain the security of your password and identification;

3.1.3. maintain and promptly update the Registration Data, and any other information that you provide to MONAVISCOMPTE, and keep all such information accurate, current and complete;

3.1.4. evaluate and bear all risks associated with your use of any Content or Services, including any reliance on the accuracy, completeness, or usefulness of the Content and the risks of unauthorised access. You alone are responsible for the adequate protection and backup of the data and/or equipment used by you in connection with “MONAVISCOMPTE Tools”. The “MONAVISCOMPTE Tools” interactivity and Service features are intended for use by persons who have authenticated their identities and lawfully received passwords to “MONAVISCOMPTE Tools” from MONAVISCOMPTE.

3.1.5. By using “MONAVISCOMPTE Tools” in any manner, you declare that you are a Registered User. You further allow and authorise MONAVISCOMPTE to verify your Registration Data.

3.1.6. You acknowledge that an API key must be obtained in order to use “MONAVISCOMPTE Tools” and its APIs, and agree not to share your API key with any third party. You further acknowledge that you are solely responsible for all actions attributed to your API Key and the subsequent use of “MONAVISCOMPTE Tools”.

4. Usage terms

4.1. In general, You undertake to:

4.1.1. use “MONAVISCOMPTE Tools” in compliance with the laws applicable to your location;

4.1.2. not to use “MONAVISCOMPTE Tools” for purposes that are illegal or prohibited by these Terms, and notably not to provide, arrange or permit third party access to “MONAVISCOMPTE Tools” unless formally authorised to do so by MONAVISCOMPTE. You agree not to use “MONAVISCOMPTE Tools”, its APIs, Content, or Services in any way that:

4.1.2.1. violates or infringes any other person’s intellectual property rights;

4.1.2.2. transmits software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;

4.1.2.3. permits or procures material that is inaccurate, harmful, obscene, defamatory, racist or otherwise offensive to others or that could be injurious to the interests of MONAVISCOMPTE, or other users of “MONAVISCOMPTE Tools”.

4.2. When you use “MONAVISCOMPTE Tools”, You must, as part of your essential obligations:

4.2.1. display the MONAVISCOMPTE trademark, either in the form of text with a link leading to the MONAVISCOMPTE Internet site, or by displaying the MONAVISCOMPTE icon expressly made available to you by MONAVISCOMPTE solely for this purpose, in any integration of the API and for any usage of the Content and Services on the employed fixed or mobile media;

4.2.2. carry out the integration of the “MONAVISCOMPTE Tools” API. It is your responsibility to ensure the smooth operation of the integration within the tools of the person for whom you are using “MONAVISCOMPTE Tools”. You must verify its successful integration and correct operation. You alone are responsible for this integration.

4.2.3. allow and maintain the publication, in their entirety and without omission, of consumer opinions, of the responses from the professional, and of the professional’s rating by consumers;

4.2.4. withdraw the opinions and other published Content once 3 years have passed since its initial publication;

4.2.5. not call into question or prevent, by any means whatsoever, the authority to moderate held by MONAVISCOMPTE and provisions for exercising this authority that are entirely the within remit of MONAVISCOMPTE. MONAVISCOMPTE cannot be held liable for the discretionary exercise of this authority to moderate.

5. Usage restriction

5.1. By using “MONAVISCOMPTE Tools”, You agree not to, and not to permit a third party to:

5.1.1. sublicense, distribute, re-transmit, loan, lease, sell or otherwise make available “MONAVISCOMPTE Tools”, the APIs, any Content and/or Services;

5.1.2. provide “MONAVISCOMPTE Tools”, the APIs, any Content and/or Services to any third parties on a service bureau, time sharing or similar basis;

5.1.3. decompile, disassemble, reverse engineer or otherwise attempt to discover the API source code;

5.1.4. modify, alter or adapt the API data for uses not authorised by these Terms;

5.1.5. alter the legibility of the Content or use any of the “MONAVISCOMPTE Tools” functionalities in combination with competing consumer opinion services;

5.1.6. undermine, modify and/or withdraw the copyright notifications and indications of MONAVISCOMPTE and of its suppliers that may be present on the Content;

5.2. You will not store any data returned by the APIs for future use without the prior written approval of MONAVISCOMPTE, beyond the timeframe indicated in the present general terms, i.e. 3 years after the initial publication of the Content.

5.3. Security

5.3.1. You agree to only use “MONAVISCOMPTE Tools” for lawful purposes. You acknowledge that You bear sole liability in case of fraud or violation of the applicable laws.

5.3.2. You agree not to take any action that might compromise the security of “MONAVISCOMPTE Tools”, its APIs, Content and/or Services, or render them inaccessible to others, or damage them in any way.

5.3.3. You agree not to add to, subtract from or otherwise modify “MONAVISCOMPTE Tools”, its APIs, Content and/or Services, or attempt to access any APIs, Content and/or Services that are not intended for you.

5.3.4. You agree not to use “MONAVISCOMPTE Tools” in any manner that might interfere with the rights of third parties.

6. Confidentiality

6.1. Certain information relative to “MONAVISCOMPTE Tools” is not public. You may have access to this information. If relevant, this information will first be identified as confidential by MONAVISCOMPTE (hereinafter the “Confidential Information”). You then undertake to protect the confidentiality of such Information, notably by limiting access to it only to those persons previously authorised in writing by MONAVISCOMPTE, and by reasonably and efficiently protecting such Information from any access, intrusion, usage or disclosure by unauthorised third parties.

6.2. This confidentiality obligation applies for the duration of the Terms and for 5 years thereafter.

7. Property rights

7.1. MONAVISCOMPTE is the owner of the worldwide intellectual and/or industrial property rights pertaining to any of the elements comprising “MONAVISCOMPTE Tools”, including but not limited to all Content, MONAVISCOMPTE trademarks and MONAVISCOMPTE logos, any APIs or interfaces, software programs, images, photographs, animated sequences or videos. MONAVISCOMPTE is not granting You any right to use the MONAVISCOMPTE trademarks, graphic charter, logos or other distinctive signs. Any reproduction and/or representation of the Content, any APIs or any other element related to “MONAVISCOMPTE Tools” outside of the conditions strictly agreed and defined in the present Terms is formally forbidden without the prior authorisation of MONAVISCOMPTE. As such, any rights not expressly granted herein are withheld.

7.2. The integration of the API and the usage of the Content and Services on the employed fixed or mobile media is imperatively carried out while including the MONAVISCOMPTE trademark, either as text with a link leading to the MONAVISCOMPTE Internet site, or with the MONAVISCOMPTE logo. Acceptance of the Terms only authorises You to use the MONAVISCOMPTE trademark or MONAVISCOMPTE logo indicated above for the exclusive purposes indicated in the present Terms and for an interval that cannot exceed 3 years as of the publication of the last Content processed by the API, in the absence of an early withdrawal request from MONAVISCOMPTE, without the need for any justification.

7.3. You guarantee that you hold all of the property and/or licensing rights applicable to all elements that you make available to MONAVISCOMPTE as part of using “MONAVISCOMPTE Tools”. You formally authorise MONAVISCOMPTE to use, reproduce, represent and exploit all elements needed for the correct performance of the Services proposed by “MONAVISCOMPTE Tools”, notably including trademarks, graphic charters, logos and other distinctive signs, for the duration of your registration with “MONAVISCOMPTE Tools” and for 3 years after the last element generated by “MONAVISCOMPTE Tools” pursuant to the applicable Terms. If you acquire, by law or otherwise, any rights to the MONAVISCOMPTE trademarks or any confusingly similar trademarks, you will immediately transfer such rights to MONAVISCOMPTE at no cost.

7.4. You acknowledge that any contribution, comment, addition, or development of any kind whatsoever relative to “MONAVISCOMPTE Tools”, the APIs, Content and/or Services that you may have created within the framework of the Services can be copied, modified, result in derivative works or be publicly displayed, disclosed, distributed, licensed and sublicensed, incorporated, and otherwise used as feedback, including derivative works thereto, for any and all commercial and non-commercial purposes with no obligation of any kind to you.

8. Disclaimer of guarantees

8.1. Your usage of “MONAVISCOMPTE Tools” is at your own risk and under your sole responsibility. You can notably be held liable in case of direct or indirect damages caused to MONAVISCOMPTE or to a third party, as a result of a violation of any of your obligations. Notwithstanding the compensation that MONAVISCOMPTE reserves the right to claim from you, if relevant, you are informed that MONAVISCOMPTE can, without You being able to oppose this unless its liability has been confirmed, suspend, terminate or block your access to “MONAVISCOMPTE Tools”, which notably includes the APIs, Content and Services.

8.2. “MONAVISCOMPTE Tools”, THE APIS, CONTENT AND SERVICES ARE PROVIDED “AS THEY ARE”, “WHEN AVAILABLE” AND “WITH ALL OF THEIR FAULTS”, WITHOUT FORMAL, IMPLICIT OR LEGAL GUARANTEE OF ANY KIND. THERE IS NO IMPLICIT GUARANTEE WITH REGARD TO THE NON-INTERRUPTION, RELIABILITY, ACCURACY OR EXHAUSTIVENESS OF “MONAVISCOMPTE Tools”, ITS APIS, CONTENT OR SERVICES.

8.3. “MONAVISCOMPTE Tools”, THE APIS AND SERVICES ARE “STANDARD” IN NATURE, DESIGNED AND PROPOSED FOR GENERAL USAGE, AND ARE NOT INTENDED TO PROVIDE A RESPONSE TO YOUR SPECIFIC NEEDS. ACCORDINGLY, MONAVISCOMPTE REJECTS ANY GUARANTEE OF SUITABILITY, ADAPTATION, COMPATIBILITY AND OPERATION OF “MONAVISCOMPTE Tools”, THE APIS, CONTENT AND SERVICES WITH WHATEVER USAGE YOU INTEND TO MAKE OF THEM BY ACCEPTING THE PRESENT TERMS. THERE IS ALSO NO GUARANTEE OF THE APTITUDE OF “MONAVISCOMPTE Tools”, AND NOTABLY OF ITS SERVICES, FOR ANY SPECIFIC USAGE AND/OR MARKETING.

8.4. MONAVISCOMPTE REJECTS ANY GUARANTEE WITH REGARD TO RISKS OR DAMAGES CAUSED TO YOUR COMPUTER SYSTEM OR DATA LOSSES RELATED TO YOUR USAGE OF “MONAVISCOMPTE Tools”, INCLUDING DAMAGES CAUSED BY COMPUTER VIRUSES.

9. Liability limits

9.1. MONAVISCOMPTE, ITS LICENSORS AND/OR SUPPLIERS CANNOT BE HELD LIABLE FOR DIRECT OR INDIRECT, PUNITIVE, INCIDENTAL OR EXEMPLARY DAMAGES OF ANY KIND, MONAVISCOMPTE INCLUDED, INCLUDING FOR – BUT NOT LIMITED TO – ANY LOSS OF PROFITS, EARNINGS, CLIENTELE, DATA LOSSES OR ALTERATION, COSTS RELATED TO ADDITIONAL INSURANCE AND REPLACEMENT GOODS OR SERVICES.

9.2. IN ALL CASES, THE TOTAL AMOUNT OF MONAVISCOMPTE’S LIABILITY CANNOT EXCEED THE SYMBOLIC AMOUNT OF $10, GIVEN THAT THE PRESENT TERMS GOVERN THE NO-COST USAGE OF “MONAVISCOMPTE Tools”.

9.3. THE LIABILITY LIMITS INDICATED IN THE PRESENT ARTICLE WILL APPLY TO ANY DAMAGES, IRRESPECTIVE OF THEIR ORIGIN, AND WILL REMAIN IN EFFECT AFTER THE EXPIRY OR TERMINATION OF THE TERMS.

9.4. THE LIABILITY LIMITS INDICATED IN THE PRESENT ARTICLE WILL ALSO APPLY TO ANY MONAVISCOMPTE CORPORATE OFFICER, DIRECTOR, EMPLOYEE, AGENT OR SUPPLIER. EACH COMPENSATION REQUEST MUST BE SUBMITTED TO MONAVISCOMPTE WITHIN ONE MONTH OF THE OCCURRENCE OF THE EVENT RESULTING IN THE COMPLAINT. BEYOND THIS TIME, THE REQUEST WILL BE INADMISSIBLE.

10. Indemnity

10.1.You hereby agree to indemnify and hold MONAVISCOMPTE, its subsidiaries and affiliates, harmless from any and all claims, damages, liabilities, actions, judgements, losses, expenses, costs (including reasonable legal fees, expert fees and other reasonable litigation costs) suffered or incurred by MONAVISCOMPTE, its subsidiaries, its affiliates, their shareholders, officers, directors, agents, licensors, suppliers, other partners, employees, and representatives:

10.1.1. arising directly or indirectly from your use of “MONAVISCOMPTE Tools”, its APIs, Content, Services or of your violation of the Terms;

10.1.2. incurred directly or indirectly as a result of your use of “MONAVISCOMPTE Tools”, its APIs, Content, Services or of your violation of the Terms;

10.1.3. in any manner related to any claim, demand, or action based upon your use of “MONAVISCOMPTE Tools”, its APIs, Content, Services or upon your violation of the Terms.

11. Privacy – personal data

11.1.Each party undertakes to comply with the applicable laws and regulations relative to privacy and personal data, and notably the amended “Information Technology and Freedoms” Law n° 78-17 of 6 January 1978, and the principles regarding the security and rights of the persons concerned by data processing.

11.2.Each party is solely responsible for compliance with any relevant formalities that may be incumbent upon the party in question.

12. Duration – Term

12.1.The Terms take effect on the date of your first access or use of “MONAVISCOMPTE Tools” and will continue until your account expires, ceases or is terminated.

12.2.At any time and at its sole discretion, MONAVISCOMPTE reserves the right to terminate the Terms, with or without notice.

12.3.Upon termination of the Terms for any reason, You will cease to have access to “MONAVISCOMPTE Tools” and all of your user’s rights to it will cease. Rights and obligations under the Terms which by their nature should survive will remain in full effect after termination or expiry of the Terms, including but not limited to those of Sections 4, 6, 8, 9, 10, 11, 12, 13, and 14.

13. Updates

13.1.You acknowledge that MONAVISCOMPTE may update or modify “MONAVISCOMPTE Tools”, including its APIs, Content and Services at any time, at its sole discretion.

13.2.These updates and modifications may adversely affect your “MONAVISCOMPTE Tools” access or your use of the Services.

13.3.Under no circumstances can MONAVISCOMPTE be held liable as a result of these updates and of any consequences of any kind resulting from them, relative to You or to any third party to the present Terms.

13.4.If any change is unacceptable to You, you can only cease all use of “MONAVISCOMPTE Tools”, including its APIs, Content and Services. Your continued access or use of “MONAVISCOMPTE Tools”, including its APIs, Content and Services, confirms Your acceptance of the change.

14. Amendment of Terms

14.1.At any time and at its sole discretion, MONAVISCOMPTE reserves the right, without liability to You or any third party, to modify, suspend or terminate Your access or the access of all users to “MONAVISCOMPTE Tools” or any of its Content or Services.

14.2.MONAVISCOMPTE may amend these Terms at any time by posting the amended terms on “MONAVISCOMPTE Tools”.

14.3.If you continue to use “MONAVISCOMPTE Tools”, You will be deemed to have accepted the modifications. It is therefore your responsibility to review the Terms on a regular basis.

15. Miscellaneous

15.1.Transfer. MONAVISCOMPTE can transfer “MONAVISCOMPTE Tools” and these Terms to any company of its choice. With the exception of this provision, none of the parties can transfer these Terms, their rights or the resulting obligations that are incumbent upon the parties.

15.2.Subcontracting. MONAVISCOMPTE can subcontract all or part of the services incumbent upon it pursuant to the Terms, at any time and without the need to inform You of this beforehand.

15.3.Commercial reference. You accept that MONAVISCOMPTE can refer to the use of “MONAVISCOMPTE Tools” by You or by the person represented by you pursuant to the present Terms, in its commercial documentation, press releases or any other external document intended for the general public.

15.4.Reciprocal independence. The Parties declare that they are and remain, for the entire duration of the present Terms, independent commercial and professional partners, with each assuming the risks of its own operations. No provision of the present Terms can be interpreted as granting You any status as a representative, agent or proxy of MONAVISCOMPTE, for any purposes whatsoever. MONAVISCOMPTE incurs no liability regarding the proposals, guarantees or contracts signed by You with any persons represented by you or with any third party to the present Terms.

15.5.Laws and regulations. The Terms are governed by French law. For any dispute of any kind that could arise as a result of the interpretation, performance and/or termination of the Terms, the courts of Caen – France will have sole jurisdiction.