INTRODUCTION
The website www.europages.fr and its 27 declinate domains are edited by VISABLES.A., a limited company (French "société anonyme") with a share capital of €1,000,000, having its registered office at 157, rue Anatole France Hall A (Levallois-Perret 92300 – France), registered in the Nanterre Trade and Companies Registry under the number 338 631 930.
europages website (in its 27 declinate domains) is hosted by the company VISABLE S.A.
The publication director of the website is Mrs. Sandra Yönter as Managing Director of the publisher.
DEFINITIONS
In these Terms of Service, the following terms, words and expressions have the following meanings, unless expressly stated otherwise:
"Article"
means the articles of the present TOS.
"Other Service"
has the meaning given to it in Article 5.4 of the TOS.
"Content"
means date of any kind (image, text, sound...), including any Personal Data, transmitted by a User to the Publisher to be published on the Website, stored on the Publisher’s infrastructure as part of the Services, if applicable, accessible from the Website.
"Account"
means the combination of a login and a password allowing the User to be identified when using the Website in the name and on behalf of the legal entity holding the said Account.
"Terms of Service" or "TOS"
means the general conditions of use by any Person of the Website and of the Services available on the Website in the "Legal Information" section, which describe the rights and obligations of any User, whether or not he/she has an Account.
"General Terms and Conditions" or "GTC"
means the general terms of sale subscribed to by a User in order to benefit from all or part of the functionalities of a Service.
"Control"
means the control of a Person according to article L233-3 of the French commercial code ("code de commerce").
"Personal Data"
means any data or Information defined as such by the European General Data Protection Regulation (2016/679) applicable to the protection of personal data.
"Publisher"
means the company VISABLE, a S.A. limited company (French "société anonyme") with a share capital of €1,000,000, whose Seat is located at 157, rue Anatole France Hall A (Levallois-Perret 92300 – France), registered in the Nanterre Trade and Companies Registry under the number 338 631 930.
"Illicit Element"
has the meaning given to it in Article 6.3 of the TOS.
"Group"
means, in regard to a Person, any Person that directly or indirectly Controls such Person, or is Controlled directly or indirectly by such Person, or is under the direct or indirect Control of a Person Controlling such Person.
"Information"
means any information and/or data communicated by the User to the Publisher (including any information relating to his Person and his company, allowing to identify him (them) or making him (them) identifiable) when opening an Account, editing a Company Profile, and/or when using the Services and the Website.
"Day"
means any day of the week except Saturday, Sunday and public holidays in France.
"Service Misuse"
has the meaning given to it in Article 12.1 of the TOS
"Messaging"
has the meaning given to it in Article 5.4 of the TOS.
"Means of Access"
means the combination of a login and a password allowing a User to access his Account.
"Connected Space"
means the service allowing – through the Company Profile – the presentation of the User’s company, its products and services, and described in Article 5.2 of the TOS.
"Party"
means collectively or individually the Publisher and/or the User
"Sourcing Platform"
means the listing database, property of the Publisher, grouping, organizing and classifying the Company Profiles, their products and services, and described in Article 5.1 of the TOS.
"Person"
means any natural person as well as any commercial company, association, partnership, joint venture, limited liability company, joint stock company or other company or organization, French or foreign, and more generally any entity with or without legal personality.
"Company Profile"
means the page of the Website dedicated to the User, offering him the possibility to present his company, its activities, products and services, to display his contact details and to integrate a hypertext link to his own website.
"Third Party Claim"
means any legal proceeding, demand or claim brought by third parties against the Publisher, and resulting from the use of the Website and/or the Services by the User, or from the publication of Content by the User.
"Regulation"
means any law, regulation, including any administrative instruction, general or specific, as well as any authorization, permit, approval, certification or standard, administrative, conventional or professional, applicable at any time to the User and its activity (including – but not limited to – its assets, its partners or shareholders, its corporate accounts, its employees and/or corporate officers, its managers, its products and services, etc).
"Website"
means the website accessible at www.europages.fr (or one of the 27 other declinate domains) which includes the pages allowing the User to access the Connected Space.
"Service"
means a service provided by the Publisher as defined in Article 5 of the TOS or, if applicable, by the GTC.
"Service Suspension"
has the meaning given to it in Article 12.1 of the TOS.
"User"
means any natural person who has (a) the requisite capacity to respect his or her obligations under the TOS and (b) the rights that authorize him or her to (i) submit to the TOS for himself or herself and (ii) submit to the TOS for the company Account holder.
Principles of interpretation.
The terms "Article", "Paragraph" and "Appendix" refer to the articles, paragraphs and appendices of the TOS.
The following principles of interpretation shall apply unless the context justify another interpretation :
Definitions given for singular term shall also apply when that term is used in plural form and vice versa.
Definitions given for a noun shall apply mutatis mutandis to verbs, adjectives and adverbs relating to it.
The headings of Articles, sections or paragraphs in the TOS are included for convenience only and shall not be used for their interpretation.
All appendices, regardless of their numbering and the foreword are part of the TOS and form an indivisible whole.
In the TOS, the use of the terms :
"including" imply that the enumeration or illustration that follows is not limited or exhaustive;
"hereof" and any other similar term refer to the TOS as a whole and are not limited to the particular section or sub-section in which such terms appear.
Nothing in the TOS shall be construed against the Publisher solely on the basis that the Publisher was responsible for the preparation of such provision or that such provision was inserted into the TOS for the benefit of the Publisher.
The term "or" without further qualification is never exclusive, the terms "a or b" including both "a", "b" and "a and b". On the other hand, "either..., either..." is always exclusive, the expression "either a or b" excluding the hypothesis that "a" and "b" exist together.
PURPOSE OF THE TOS
The TOS set the general conditions of use by any Person of the Website and the available Services on this Website, and describe the rights and obligations of any User of the Website and of the Services that are available thanks to the Publisher, whether or not the User has an Account.
By accessing the Website and/or using the payable or free Services, any Person or User declare that they have read the TOS and expressly accept them without reservation and/or modification of any kind.
TERMS OF USE OF THE WEBSITE
It is the User’s responsibility to equip himself/herself appropriately in order to connect to the Website. All equipment, connection and transmission costs necessary for the use of the Website and of the payable or free Services that are available on the Website are solely supported by the User. The User is also informed that some of the telephone numbers displayed on the Website may be "premium rate numbers" or generate roaming costs. The User is solely responsible for the costs of telephone communications related to these premium rate numbers or number generating roaming costs.
The access to and the use of the Website by the User is at the User’s sole risk and responsibility. The User acknowledges that he/she has been informed that the transmission of data and Information on the Internet network is only relatively reliable despite the protections implemented, that any Internet website may be subject to intrusion by unauthorized third parties, and that the information circulating on the Internet network are not protected against possible hijacking or against possible malwares or computer viruses.
It is therefore the User’s responsibility to take appropriate measures to protect its own data and/or software stored on its computer equipment against any damage originating from the access to the Website or the use of the Services.
The Publisher does not warrant that the Website and the Services will remain uninterrupted, free of delays, security incidents or errors, that the results obtained from the Services will be accurate or precise, or that any defects of the Services will be corrected.
Thus, the Publisher is not liable for any direct or indirect damage of any kind that may arise from the use or the inability to use the Website or the Services. In the same way, the Publisher is not liable for inconveniences or errors caused by a disturbance of the electronic communication network, nor of the accidental or voluntary damage undergone by the User or caused by the User or any third Person.
FUNCTIONALITY OF THE WEBSITE
The Sourcing Platform
The Publisher offers the User access to a database listing approximately 2,500,000 companies and allowing to create a linkage between different Persons, all acting in a professional context, commonly called "B2B" (Business to Business), through the Website and in 26 languages. The consultation of the Sourcing Platform by Users is free.
In order to be referenced within the Sourcing Platform, the User has the possibility, after having opened an Account, to access the Connected Space allowing him to: either create a free Company Profile for his company; either create a payable Company Profile.
The Connected Space
The Connected Space is a Service of the Website allowing any User who has an Account to create a Company Profile on the Sourcing Platform, offering him the possibility to present his activities, products and services, to display his contact details and to integrate a hypertext link to his own website.
The Publisher will make available to the User on the Website a publication space for the User’s company profile which will be reserved for him and will communicate to him by e-mail the Means of Access which allow the User to add, modify and delete directly all the elements of the Company Profile (texts, photographs, videograms...)
Messaging
The User, after accepting the TOS, can send inquiries to the companies referenced by the Sourcing Platform of the Website using the Messaging or the contact form made available to him. If the User chooses to send an inquiry through the Messaging or the contact form, some of his Personal Information, including the User’s e-mail address, may be visible to the company contacted.
The User using the Messaging or the contact form commits himself not to send any message containing any Illicit Element and to adopt a behavior loyal and of good faith towards the interlocutors contacted.
Inquiries made through the Messaging or the contact form by the User are available for consultation by their addressees and also by the Publisher’s customer service employees, who may share these inquiries with other Users or any other Person – the User acknowledges and agrees to the foregoing. The Publisher may also use third-party e-mail servers on certain occasions to send and track receipt of User’s inquiry messages and analyze the pattern of inquiry usage provided by such third-party tracking systems – the User acknowledges and agrees to the foregoing.
The User is solely responsible for the Content of his messages exchanged through the Messaging.
The Publisher reserves the right to suspend or prohibit the access to the Service, in particular to the Messaging, and to the Account of any User who does not respect the TOS.
Other Services
The Publisher can make Services that are not described in the TOS available to Users. Even in this situation, all provisions of the TOS are applicable to the Other Services and govern their use.
The Publisher may, at the time of the provision of the Other Services, request the User’s adherence to specific terms of use of the Other Services. The User undertakes to strictly respect the terms of use of the Other Services that may be made available. Otherwise, the User will be denied access to the Other Service and its features.
USER’S STATEMENT
The User undertakes :
The User undertakes to communicate on the Website or through the Services, only accurate, compliant, readable and intelligible information that are not prejudicial to the interests of third parties. In particular, the User undertakes to comply with and respect all Regulation. In particular, the User undertakes not to publish and/or share any Content or information of any type or nature containing Illicit Element, or indicating an Internet address giving access to Illicit Element.
Is considered as an Illicit Element any message, publication, Content, product, service or any type of information that is:
The Publisher will remove without notice any Content that he considers as an Illicit Element.
If a Person has good reason to believe that an element of the Website is an Illicit Element, he shall immediately notify the Publisher at the following address: https://www.europages.fr/help/support.
The User undertakes to defend, indemnify (and repair any damages) the Publisher and its Affiliates (including their officers, directors, employees and agents) from and against any and all liabilities, costs and expenses supported by the Publisher as a result of any Third Party Claim made against the User or its Affiliates, except for any breach by the Publisher of its obligations under the TOS (which may give rise to such claims), resulting from: (a) Service Misuse, or (b) User’s breach of any of its obligations or warranties under the TOS.
OPENING AN ACCOUNT
To open an Account, any User of the Website must be a Person over 18 years of age and must have the authority to represent the company holding the Account. Only a company represented by a User may hold an Account. The User must (a) either fill in the registration form with all the required information and then click on the "register" button, thereby accepting the TOS for and in the name of the company holding the Account, (b) or use the Messaging or contact form and click on the "send" button, (c) or click on "Create a user account" in the registration form of his company, (which as the value of accepting the TOS on behalf of the registered company). At this moment, the Person will have expressly accepted the terms and conditions of the TOS, in the name and on behalf of the company designated to be the Account holder, but also in its own name, and jointly and severally with the said company. The User will be registered as a representative of the company holding the Account, registered in the Sourcing Platform. The User then has access to the Website allowing him to access all or part of the Services.
The electronic signature of the User when he accepts the TOS formalizes the conclusion of a contract between the User’s company and the Publisher. This acceptance validated by the Person by its "click" on the button "I accept" or "send" or "register" or "create a user account" or any other button that triggers the creation of a User Account, constitutes an irrevocable acceptable of these TOS, like a handwritten signature.
Only Persons who are legally capable of entering into contracts may become a User on the Website.
Any Person who open an Account under the conditions fixed by the present Article is identified by a login and a password forming together a Means of Access to his Account which allows them to benefit from the free or payable Services proposed by the Publisher from the Website.
Each User must provide the Publisher with accurate, complete, correct and up-to-date information. The User may not (i) select or use the User ID of another Person with the intent to impersonate that Person, (ii) use a name that is subject to the rights of another Person without authorization, or (iii) use a User ID that the Publisher, in its sole discretion, deems inappropriate or offensive. The password that allows the User to identify himself and access the Website, the Services and the Information is personal and confidential. The User undertakes to keep it secret and not to disclose it in any form whatsoever.
Failure to comply with any of these provisions constitute a breach of the TOS, which may result in the immediate suspension and/or termination of the Account, without notice or compensation.
The User shall use his Account in accordance with the reasonable instructions delivered by the Publisher, which may be changed from time to time. The User shall be solely responsible for the security of his Means of Access. The User shall immediately notify the Publisher of the loss, theft or malfunction of any Means of Access or of the fact that he has reason to believe that any Means of Access has been discovered. If the Publisher deems it necessary, the Publisher may immediately disactivate and replace a Means of Access (or require the User to select a new one). The Publisher reserves the right to suspend access to the Website, the Account and/or the Services through the use of any Means of Access upon the occurrence of any of the following events, until such time as the Means of Access is replaced by the Publisher or the User selects a new one (as the case may be) or, the problem that caused the suspension is resolved to the satisfaction of the Publisher: (i) the Publisher receives a notification from the User as described above; (ii) the Publisher has legitimate reasons to suspect that a Means of Access has been discovered; (iii) a Service Suspension; (iv) the Publisher has legitimate reasons to believe that the User has not complied, is not complying, or will not comply with its obligations under the TOS and/or the GTC; (v) the Publisher has a legitimate reason to suspend access through the use of the Means of Access concerned.
The User is responsible for any access to his Account through his Means of Access and for any use of a Service (consultations, modifications, offers, announcements, messages...) and for controlling (a) fraud and any other illegal use of his Means of Access, (b) unauthorized modifications and any other unauthorized behavior, and (c) any suspicious use or other suspicious activity using his Means of Access.
EFFECTIVE DATE AND DURATION OF THE TERMS OF SERVICE
The TOS apply to the User as soon as he/she accesses the Website.
The TOS and the documents referred to therein together express the entire agreement between the Parties as to their subject matter and replace and cancel all previous agreements or documents that the Partis may have entered into or communicated to each other and having the same or similar subject matter.
The TOS and the documents referred to therein constitute the sole agreement between the Parties with respect to the subject matter defined above (purpose of the TOS).
The Parties shall not be bound by any statement, term or condition relative thereto that is not incorporated therein or in the documents referred to therein.
The TOS can be unilaterally modified at any time by the Publisher, who will inform the User that has an Account beforehand. In this case, the modifications made to the TOS come into effects as of the information given to the User by the Publisher. In case the User refuses the new TOS, he/she may terminate his/her Account and should no longer use the Services, the Sourcing Platform and the Website. For the other Users who do not have an Account, the TOS come into force immediately after their publication on the Website.
PERSONAL DATA PROTECTION
In accordance with the European General Data Protection Regulation (GDPR EU - 2016/67) of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of Personal Data and the rules relating to the free movement of such data, the Information collected about Persons (including Users) on the Website and when using the Services will only be used and communicated for the sole purpose of the Publisher's administrative, marketing or commercial management or to meet contractual, legal or regulatory obligations.
By accepting the TOS under the conditions defined in Article 7.1, the User authorizes the Publisher to contact him by any method (e-mail, telephone, electronic communication, sms...), directly or under his responsibility through a third party provider, including for commercial purposes. He also authorizes the Publisher to transfer his Personal Data to any Person of the Group or to a third party to satisfy the needs of the Website and the Services or to comply with the applicable legal provisions. Each of the Parties undertakes to comply with the Regulation on the protection of individuals with regard to the processing of personal data and the rules relating to the free movement of such data and any other current or future text applicable to the protection of personal data.
In accordance with the Regulation on the protection of individuals with regard to the processing of Personal Data and the rules relating to the free movement of such data, the Website and the Services have each been declared to the CNIL (Commission Nationale de l'Informatique et des Libertés).
Consequently, Users have the right to access, modify, rectify and delete all Personal Data that have been brought to the attention of the Publisher when using the Website and the Services. Likewise, Users have the right to object to the transfer of their data at any time.
The exercise of the rights described above is possible by sending an e-mail to the Publisher at the following address: customer.success@visable.com, or by sending us a letter at 157, rue Anatole France, 92300 Levallois Perret, France.
The Publisher, when acting as a data controller, undertakes to:
In case of legal request and/or claims, the Publisher may be required to provide all information they have concerning the User, the Services and the Information.
WhatsApp Business
We use the instant messaging service WhatsApp in the "WhatsApp Business" version.
The provider is WhatsApp Ireland Limited, 4 Grand Canal Square, Grand Canal Harbour, Dublin 2, Ireland (hereinafter referred to as WhatsApp).
WhatsApp enables us to communicate with users, customers and other third parties. The use of WhatsApp is based on Article 6, paragraph 1, point (f) of GDPR, as we have a legitimate interest in the most efficient user’s and customer’s communication possible. If you have given your separate consent, the processing is carried out on the basis of Article 6, paragraph 1, point (a) of GDPR, insofar as the consent includes the storage of cookies or access to information in the user's terminal device (e.g. device fingerprinting). Consent can be revoked at any time.
We store the communication content exchanged between us via WhatsApp until you ask us to delete it, revoke your consent to storage or if the purpose for data storage no longer applies. Mandatory statutory provisions, such as retention periods in particular, remain unaffected.
Data is transferred to the USA on the basis of the "EU-US Data Privacy Framework" and the EU Commission's adequacy decision based on it.
Further details on data protection at WhatsApp can be found in WhatsApp's privacy policy, available at https://www.whatsapp.com/legal/privacy-policy-eea, and in the addendum for WhatsApp Business data transfers, available at https://www.whatsapp.com/legal/business-data-transfer-addendum.
PUBLISHER’S INTELLECTUAL PROPERTY
The information, images and texts contained on the Website are the property of the Publisher or of other Users who have granted the necessary authorizations to the Publisher under the conditions set forth in Article 11 of the TOS. All rights on these elements are reserved. Any use, even with complete or partial modification, of the texts or illustrations, by any process whatsoever, made without the written consent of the Publisher, is illegal.
The Website, the Services and each of their components (with the exception of the Users' Content) is an original intellectual work, protected as such by the applicable national and international legislations, of which the Publisher (or the third party publisher) keeps, as holder of the rights, the intellectual property as well as all the prerogatives related to it. In particular, in application of the law n° 98-536 of July 1st, 1998 transposing in the French Intellectual Property Code of the directive 96/9/CE of March 11th, 1996 (loi n° 98-536 du 1er juillet 1998 portant transposition dans le code de la propriété intellectuelle de la directive 96/9/CE du 11 mars 1996), concerning the legal protection of the databases, the Publisher is producer and owner of all or part of the databases composing the Sourcing Platform, excluding the elements emanating from third parties or other websites accessible from the Website. Consequently, the User does not acquire any intellectual property right, nor any other right than those conferred by the TOS.
The User is expressly prohibited from:
The Publisher’s trademarks appearing on the Website are registered trademarks. Any total or partial reproduction of these trademarks without the express authorization of the Publisher is therefore prohibited.
The hypertext links set up on the Website towards other resources present on the Internet network, cannot engage the responsibility of the Publisher, even when they are partners of the Publisher or other Users. The Publisher has no control over linked websites and they may have different privacy policies and offer the possibility to purchase services and products from a someone else than the Publisher. The Publisher does not endorse any of these services and products and makes no statements or warranties regarding them. Furthermore, the Publisher’s statements regarding compliance with the Regulation set forth in Article 8.6 above relate solely to Personal Data obtained through the Website or through the use of the Services of the Information.
USER’S INTELLECTUAL PROPERTY
The User who provides Content to the Website shall retain, in accordance with the applicable regulations, ownership of the elements of which it is composed. Nevertheless, the User freely grants (or will cause others to freely grant) the Publisher a non-exclusive, worldwide, royalty-free license to use, display, store, edit, modify, incorporate, adapt, download, store and reproduce the Content, including all associated trademarks, for the full term of the intellectual property right, download, record and reproduce the Content, including all associated trademarks, in any way, in any language, in any format and media, now or in the future, and to use the Content for advertising and promoting the Website and the Publisher's Services, in any format and media, now or in the future.
The Content that is not Personal Data communicated to the Publisher by the User (in particular information related to products and services, including prices) are considered as non-confidential and free of rights and may therefore be used and distributed freely and without restriction by the Publisher, subject to the respect by the Publisher of the provisions of Article 9 of the TOS.
The User is solely responsible for the Content, the Information or the messages he publishes and broadcasts on the Website.
The User must respect all property rights or other rights of third parties. Any Content provided by a User or published by him on the Website through his Account must necessarily comply with the Regulation and in particular the regulations applicable to intellectual property, including trademark law, copyright and database producers' rights and French "droit d’auteurs". Thus, Users shall only provide Content of which they are the owners or of which they have obtained prior written authorization from the owners and for which no prohibition could, in any way whatsoever, prevent or restrict the diffusion of the Content on the Website.
Consequently, each User guarantees that he/she owns all rights to the Content posted on the Website. If a User wishes to contribute Content of which he/she is not the exclusive author, or the sole owner, he/she must obtain, before posting such a Content on the Website, the rights of reproduction, representation, communication to the public, and prior authorizations from the holders of the rights under the legal conditions, and their adherence to the stipulations of Articles 10.1 and 10.2 of the TOS. Any Content that does not comply with these provisions will be qualified as Illicit Element.
The User states and warrants that for each element of Content (a) the User is authorized to provide the rights described above, (b) the Content and its uses will not infringe, violate or misappropriate any proprietary or other rights of any third party, or be unlawful, and (c) the Content will not include any Illicit Element.
The Publisher may immediately remove any Content that infringes, violates or misappropriates any right of a third party.
SERVICE SUSPENSION
The Publisher may immediately and without notice suspend or block access to any or all of the Services (each case hereinafter individually referred to as "Service Suspension") for any of the following purposes: a) to comply with any Regulation, court order or other administrative request or injunction requiring immediate action; b) to comply with the Publisher’s editorial policy as stated on the Website; c) to avoid any interference that may create a damage (including to other Users) or degradation of the performance of the Website; d) to avoid that the Service concerned is used in a way that would or could engage the responsibility of the Publisher, or in violation of any Regulation, whether such use is made by the User or any other person or entity using the Service, with or without the consent or authorization of the User, or to avoid that the Service is abused by the User, these cases of use being hereinafter individually referred to as "Service Misuse"; e) avoid any loss when the User fails to pay any amount due to the Publisher when it is due.
The Publisher shall restore the provision of the Service provided that the User remedies the cause of the Service Suspension and pays to the Publisher the costs, if any, of restoring the Service. If the User does not remedy the cause of the Service Suspension or does not pay the Service restoration costs, if any, the Publisher may terminate the User’s Account, without compensation or notice. In this case, the Publisher may (without prejudice to the exercise of its other rights and legal actions) claim from the User the payment of the amounts due under the subscriptions subscribed by the User prior to the date of deletion of his Account.
LIMITATION OF LIABILITY
Within the framework of the execution of the TOS, the Publisher makes sure to implement the technical means of intervention and assistance in order to ensure a regular operation of the Website and the Services.
The Publisher cannot be held responsible for delays or failures to perform its contractual obligations resulting from the occurrence of events beyond its reasonable control, such as the following events: government or administrative measures known according to the French Law as the "fait du prince", exceptional weather disturbances, labor disputes other than those between the Publisher and its employees, absence or suspension of electricity supply, lightning or fire, decision of a national or international administrative authority or any other competent authority, war, public disturbances, acts or omissions on the part of a telecommunication operator, or a third party provider, or events beyond reasonable control of the Publisher’s suppliers.
The Publisher does not warrant that his Website or Services will operate and function without interruption. In the event of a failure, breakdown or disruption of its Website or Services, the Publisher will inform the User of the failure and will make its best efforts to remedy the failure as soon as possible.
The Publisher will not be liable for any of the following damages: a) loss of revenue, business, contracts, customers, savings, profits or data – the term "loss of savings" means any expense that the User expects to avoid or to bear at a lower cost through the use of the Website or the Services –, or b) any consequential damages that may arise in connection with the performance of the TOS.
In the event that the Publisher is held liable for the performance of the TOS, it is expressly specified that its liability will not exceed fifty percent (50%) of the total amount of the sums actually paid by the User to the Publisher (excluding sums paid in consideration of services provided by a third party, such as Google Ads for example) for the provision of the Services during the twelve (12) months prior to any direct damage or any series of direct damages resulting from the same facts.
The provisions of this article include, in a restrictive way, all the conditions applicable to the responsibility of the Publisher under the execution of the TOS.
WAIVER
The failure of a Party to exercise any right under the TOS shall not be interpreted as a waiver of such right and shall not affect the ability of such Party to exercise such right in any way.
No waiver of any contractual statement or warranty shall be effective unless the Party concerned notifies the other Party of its waiver in writing and duly signed.
INDEPENDENCE OF THE TOS PROVISIONS – CONTINUITY OF THE TOS
The voidness, unenforceability, lapse, illegality or unenforceability of any provision of these TOS, for any reason whatsoever, shall not affect the validity, legality or enforceability of the remaining provisions of these TOS, in which case the Parties undertake to approach each other and negotiate the invalid or deleted provision with one having equivalent effect.
Each of the Parties expressly and irrevocably waives the right to invoke the provisions of article 1186, paragraph 2 of the French Civil Code ("code civil") and expressly accepts that the termination, resolution, lapse, caducity or non-performance of one or more, other contracts necessary for the performance of the Services provided for in the TOS, and referred to in particular in the TOS, shall have no effect on the validity of the TOS.
JURISDICTION CLAUSE
The TOS are governed by and shall be construed in accordance with French Law.
16.2 Any dispute arising between the Parties concerning their interpretation, validity, application, execution or non-execution will be, in the absence of amicable resolution, which must be reached within twenty (20) Days of the dispute being notified by either Party to the other Party, submitted by the most diligent Party to the exclusive jurisdiction of the Commercial Court of Paris ("Tribunal de commerce de Paris"), except where another jurisdiction is legally competent.
NOTIFICATIONS – ELECTION OF DOMICILE
All notices, notifications or communications required to be given under the TOS has to be given to each Party by e-mail or by letter, the date of receipt or first presentation will be considered.
Concerning the User, any communication regarding the TOS will be addressed to the User’s address listed in the Account Information.
Concerning the Publisher, any communication regarding the TOS will be addressed to the following address:
To : Customer Success team
Adress : 157, rue Anatole
France, 92300 Levallois Perret, France
Email :
customer.success@visable.com
WAIVER OF THE PROVISIONS OF ARTICLE 1195 OF THE FRENCH CIVIL CODE ("CODE CIVIL")
The Parties expressly agree to waive the provisions of article 1195 of the French Civil Code ("code civil") hereinafter literally reported and translated:
"Si un changement de circonstances imprévisible lors de la conclusion du contrat rend l'exécution excessivement onéreuse pour une partie qui n'avait pas accepté d'en assumer le risque, celle-ci peut demander une renégociation du contrat à son cocontractant. Elle continue à exécuter ses obligations durant la renégociation. En cas de refus ou d'échec de la renégociation, les parties peuvent convenir de la résolution du contrat, à la date et aux conditions qu'elles déterminent, ou demander d'un commun accord au juge de procéder à son adaptation. A défaut d'accord dans un délai raisonnable, le juge peut, à la demande d'une partie, réviser le contrat ou y mettre fin, à la date et aux conditions qu'il fixe"
"If a change of circumstances that was unforeseeable at the time of the conclusion of the contract renders performance excessively onerous for a party who had not accepted the risk of such a change, that party may ask the other contracting party to renegotiate the contract. The first party must continue to perform its obligations during renegotiation. In the case of refusal or the failure of renegotiations, the parties may agree to terminate the contract from the date and on the conditions which they determine, or by a common agreement ask the court to set about its adaptation. In the absence of an agreement within a reasonable time, the court may, on the request of a party, revise the contract or put an end to it, from a date and subject to such conditions as it shall determine."