Nest&Cut - Terms of service

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    The ALMA company, a company organized and existing under the laws of France, registered with RCS Grenoble under number 317 495 546, with its principal office located at 15, rue Georges Perec, ZI des Glairons – 38400 St Martin d’Hères, France, provides a nesting web service called “Powernest webservices”.

    The following Terms and Conditions apply to any use by the Client of the Services.

    1. Definitions

     

    Defined terms used in this Contract shall have the meanings set forth below:

     

    • Client: the legal entity having approved the following Terms and Conditions, in order to access and use the Services

     

    • Client Contact: Natural person entitled to approve these Terms and Conditions, on behalf of the Client, and who shall be ALMA’s main interlocutor for the purposes of the Contract

     

    • Contract: the contract is formed by (i) the Price List and, if any, technical specifications of the Service, available on ALMA’s website and (ii) these General Terms and Conditions. In case of discrepancy, the provisions of the Order shall prevail over the General Terms and Conditions.

     

    • “Error”: any malfunction in the performance of the Services, not caused by or imputable to or related with its improper use or its use in conjunction with any other computer software program.

     

    • Support Services: assistance services to the Client, including Corrective Maintenance, On-Going Maintenance and User Assistance

     

    • “Request”: order for implementation of Services, containing data provided by User, and sent to ALMA by Client

     

    • “Results”: any technical file, data, resulting from performance of the Services, following a Request from Client, and available to Client on the Client’s personal account on ALMA’s dedicated website.

     

    • Storage Time”: maximum period during which Client’s Data are stored on ALMA’s website.

     

    • « Services» or “Service”: “DXF2DXF Webservices” resulting from the implementation of the Software, hosted and accessible to Client via Internet; including Maintenance and Support Services,

     

    • Software: a computing software component importing DXF files, performing the automatic nesting of the imported shapes (according to user-specified parameters) and computing an output DXF",

     

    • User: Natural person acting under the authority of the Client, and duly authorized to use the Services, under the terms and conditions provided by the Contract,

     

    • User Assistance: on-going assistance services of Users, in their use of the Services, provided by ALMA by telephone, email or any other appropriate form.

     

    • Website: ALMA’s dedicated website, on which Services are provided, accessible at https://dxf2dxf.powernestlib.com, or at any other domain name owned and operated by ALMA.

     

    1. Purpose

     

     

    1. Registration

     

    In order to use the Services, the Client must previously be registered on the Web site, and provides the following data: name and registered office of the company, first name and family name, professional e-mail address of the Client Contact.

     

    The Client Contact hereby represents and warrants that (i) he has all legal authority to enter into the Contract and approve these Terms and Condition; (ii) all information submitted is truthful and accurate  and that (ii) he will maintain the accuracy of such information and update it in its account., as the case may be, and if needed.

     

    ALMA shall confirm Client’s registration by email, within 48 hours.

     

    ALMA reserves the right to reject any registration by a Client, in particular:

    1. In case of previous payment issues or litigation with the Client,
    2. If providing Services to the Client would lead ALMA to be in breach of its contractual obligations with any third party, including breaches of non-competition clauses with ALMA’s distributors,

     

    Upon confirmation of its registration, ALMA shall generate and sent to the Client personal Ids, i.e. a username and a password, necessary to use and access the Services. The Client shall be given access to a personal account on which its Results and Requests shall be stored, as well as any contact and invoicing documentation.

    The Clients’ Ids are confidential and shall not be shared or disclosed to a third party. The Client may modify them in its account.

    ALMA shall not be liable to Client or to a third party for any direct, indirect or consequential damages arising out a fraudulent access to the Client’s account or a disclosure of the Client’s IDs.

     

    1. Acceptance

     

    4.1 Clicking on the button « I have read and accept the General Terms and Conditions” before registering as a Client constitutes full and unreserved acceptance by the Client of these General Conditions.

     

    4.2 These General Terms and Conditions shall prevail over any other document or particular condition specified by the Client, unless otherwise agreed in writing by both Parties.

     

    4.3 These General Terms and Conditions may be updated or modified at any time without prior notice. The Client is advised to review them regularly.

     

    1. Description of Services

     

     

    A full description of Services is available on ALMA’s website.

     

    The Client declares having fully read and acknowledged this documentation, and that the Services’ functionalities comply with its needs.  The first use of the Services by the Client implies full acceptance and acknowledgement of the Services’ compliance with the specifications set forth in the documentation

     

    The Services are subject to evolutions, updates and upgrades by ALMA, in order to improve their performance or to add functionalities. Such upgrades or updates shall be available to Client under the conditions set forth in the “Support and Maintenance” Section.

     

    1. Supply Conditions of Services

     

    The Services are accessible through an Internet access, without any installation on the Client’s system or the User’s computers. The Services are hosted on ALMA’s or its subcontractor’s servers.

     

    In order to use the Services, the Client shall comply with the following process:

    • The Client shall send its Request by uploading to the Service DXF files and all parameters of the nesting order a Request, specifying the computing time requested,
    • The Service shall acknowledge without delay this Request to the Client,
    • The Service shall deliver the Results to the Client within the computing time asked for by Client, by making them available on the Website,
    • Client shall retrieve the Results within the Retrieving Time set forth in the “Ownership of Results-Data Storage” Section.

     

    Should the Client not comply with the process above, it shall not be able to use the Services, and ALMA shall not be liable for any delay, non-complying Result, or deletion of Result from the website.

     

    The Client will be responsible for the security of the access to the Services through its employees’ personal computers. The Client undertakes to reserve the access to the Services to its duly authorized employees, qualifying as Users.

     

    The use of the Services requires access to the Internet. This access is not included in the Services and shall be provided by an operator selected by the Client under its own responsibility. The Client will deal personally, and at its own costs, with the implementation, maintenance and interconnection of the various components of the configuration and the means of telecommunications necessary to have access to the Services.

     

     

    1. Duration - Renewal

     

    The Contract shall enter into force at the date of confirmation by ALMA of the Client’s registration and account opening (“Effective Date”).

     

    The Client subscribes to the Services for an initial term of 12 months from the Effective Date. The Contract shall then renew automatically for additional one (1) year period (s) unless written notice is given by registered letter with return receipt by one Party to the other as to its attention not to renew the Contract at least three (3) months prior to the end of the initial or any subsequent term.

     

    1. Termination

     

     

    Termination or expiration of this Contract will not entitle Client to any compensation whatsoever.

     

    The provisions of Section 14, 15, 16, 25 shall survive the termination of this Contract.

     

    1. Rights granted

     

    ALMA grants to the Client a non-exclusive, non-transferable, license to :

    • use the Services, for the Client’s internal needs,
    • use the Services, in order to provide services to third parties.

     

    Client is not licensed to adapt, modify, or to change in anyway the Services, without ALMA’s prior written consent. In particular, Client is not granted any access to source code of the Software, and any adaptation of the Services shall be made solely by ALMA.

    Client may not integrate the Services into its own software or solution without ALMA’s consent.

     

    1. Client’s Obligations

     

    The Client shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Services that:

    • is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
    • facilitates illegal activity;
    • depicts sexually explicit contents;
    • promotes unlawful violence;
    • is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
    • causes damage or injury to any person or property;
    • violates any third party’s intellectual property rights, such as copyrights, designs, or patents

     

    ALMA reserves the right, without liability to the customer, to disable the Client’s access to the Services in case of breach of the provisions of this clause.

     

    1. ALMA’s Obligations

     

     

    11.1 Corrective maintenance

     

    11.1.1 Scope of ALMA’s obligations

     

    Any dysfunction of the Services shall be notified by the Client to ALMA.

    the Client shall provide any information that may be useful for the identification of the Error.

    ALMA commits to acknowledge the Error within 8 local working hours and to use commercially reasonable efforts to fix such Error within a reasonable delay.

    This corrective maintenance may include providing temporary workarounds, or updates to the Software, in order for the Services to be functional.

     

    ALMA shall not be responsible for any delay attributable to Client or in the event an Error is not reproducible.

     

    11.1.2 Conditions

     

    ALMA’ obligations under Corrective Maintenance are conditioned upon the following:

    • Client makes reasonable efforts to solve the reported Error after consulting with ALMA;
    • Client provides ALMA with sufficient information and resources to correct the reported Error either at ALMA’s Client support center, as well as access to the personnel, hardware and any additional software involved in discovering or analyzing the Error;
    • Client procures, installs and maintains all equipment, telephone lines, communication interfaces and other hardware necessary to operate the Services; and
    • Client has paid all Services fees when due, and is otherwise in compliance with the terms and conditions of the Contract.

     

     

    11.1.3 Exclusions

     

    ALMA shall have no obligations under Corrective Maintenance in connection with any Errors caused by:

    • Client’s negligence or other causes beyond the reasonable control of ALMA.
    • interconnection of the Services with other software products not supplied by ALMA;
    • use of the Services on an inappropriate Configuration or a modification in User’s technical configuration;
    • third party components, whether proprietary or open source.
    • misuse or use disregarding the on-line instructions or the recommendations given by ALMA;
    • another application of the User;
    • an accident, negligence, malicious use or misuse or act of a third party;

     

    Any intervention by ALMA for a non-supported Error shall be invoiced to the Client, on ALMA’s current hourly rate at the date of the intervention.

    Client may subscribe to specific and additional Support Services, on specific quote by ALMA.

    In no case ALMA will intervene on Client’s site.

     

     

    All requests for Support or Maintenance under this Contract shall be sent exclusively by email to the following address: support@powernestlib.com

     

    11.2 Upgrading maintenance

     

    ALMA may implement modifications to the Services that represent an improvement for the Users (functions, performance, ergonomics). Such improvements will be made immediately available to the Client, and shall not cause any interruption of Services.

     

    11.3 Assistance

     

    ALMA will provide to Client all necessary assistance with the installation and use of the Software, including Updates and New Releases, in the following conditions.

    The Client may send an email to Customer Support Center from Monday to Friday between 9.a.m and 6 p.m, Paris Time (except public holidays in France) .

     

    Assistance is limited to 3 requests per day, with a combined average treatment duration cannot exceed 30 minutes per day. If this threshold is exceeded, ALMA reserves the right to charge for the time spent in the assistance of the user, based on an hourly rate of 100 €. This invoice will be possible only if ALMA has previously informed the client achieve that threshold and billing related thereto.

    This threshold does not apply to calls or requests for minor or major abnormalities covered by corrective maintenance.

    Alternatively, to the above billing, the Client may, once informed of the threshold reached, choose to follow a specific training, proposed by ALMA, and upon quotation. 

    As a last resort, if ALMA deems it necessary, assistance may be made by telephone.

     

     

    11.4 Support Process

     

    The User email shall be ALMA ‘s only technical contact for all support and maintenance requests.

     

    11.5 Training

    Upon Client’s request ALMA may provide training related to Services to Client’s personnel under conditions to be determined by common agreement.

    1. Prices and payment conditions

     

    12.1 Prices

     

    In consideration for the rights granted under this Contract and for the performance of Services by ALMA, Client shall subscribe to a “package”, and pay to ALMA a monthly Service fee, allowing him to send a limited number of Requests per month. The list of monthly packages, with the number of Requests allowed and the subscription fees is available on ALMA’s website.

     

    Whenever the number of Requests sent by the Client within one month exceeds the limit set in the package subscribed by the Client, he shall automatically be invoiced on the basis of the higher package and the corresponding fee, for the relevant month, and the following months, unless the Client specifically requests to keep its initial subscription.

     

     

    Fees and prices are defined without tax and shall be increased by all levies and taxes in force at the date of the invoicing. Client agrees to bear and to be responsible for the payment of all taxes including but not limited to applicable duties, tariffs of sales taxes imposed or levied by the tax authorities of Client. In the event that Client shall withhold applicable taxes from the payments it shall promptly provide ALMA with the exemption certificate issued by the local tax authorities.

     

    12.2 Payment Conditions

     

    Service fees are payable in euros on a monthly basis, in advance, by monthly withdrawal.

    Fees may also be paid by credit card, or by Paypal, or by any other means available on ALMA’s website.

     

    12.3 Revision of Prices

     

    ALMA may increase Service fees at any time, with a ninety (90) days prior notice. In case of disagreement, Client may terminate this Contract within the ninety (90) days prior notice, such termination being effective upon expiration of this period.

     

    ALMA reserves its right to suspend the supply of the Services until full payment by Client of all due amounts. This Contract shall be automatically and immediately terminated if Client does not comply with these payment conditions. The non-performance or defective performance of the Service alleged by Client shall not entitle the latter to retain partial or total payment of any due amounts.

     

    1. Availability and Quality of the Services

     

    ALMA warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards reasonably applicable to such services.

     

    ALMA shall implement the means necessary to obtain 99% availability of the Services.

    This availability rate is measured per year, from Monday to Friday 24/24

     

    It is expressly agreed that ALMA shall not be liable for unavailability resulting from:

    • network disruptions,
    • computing disaster at ALMA’s or its subcontractor’s facilities,
    • interruption of hosting services provided by ALMA’s own provider,
    • operation, installation, or default from a third-party component,
    • the fluctuations of the bandwidth and the uncertainties due to the internet provider
    • the interruption by a court or judicial or governmental authority of competent jurisdiction
    • any case of force majeure, as specified under article 19.

     

    ALMA shall only be liable in case of unavailability due to its own performance of the Services, namely:

    • a bug or error affecting the Software, or its performance,
    • its own hosting services, in case the Services unavailable are hosted on ALMA’s equipment,

     

    Moreover, ALMA may suspend access to the Services for operations of major security maintenance in order to ensure the efficient operation of the Services. Such operations shall be planned and ALMA will inform in advance Client by email to its technical contact (as specified in section 10.1.3) with a reasonable delay and indicate the nature and duration of such intervention. In such a case, ALMA shall make reasonable efforts to provide Client with a back-up solution, which shall enable Client to use and access the Services, which may however be of impaired quality or not updated.  When exceptional technical circumstances jeopardize logical servers or hosting infrastructure, such maintenance operations can be made under the same conditions without notice.

    Any unavailability resulting from operations of upgrading or corrective maintenance of the Services shall not be accounted for in the availability rate set forth above.

     

    In case the unavailability period set forth above were exceeded, and ALMA were liable for such unavailability, ALMA shall pay to the Client a penalty which shall be set as follows:

    • Penalty starts from exceeded guaranteed availability,
    • Penalty = Penalty period x (Cost per minute x 10),
    • Cost per minute = monthly fee / (24x30x60).

     

    In any case, such Penalty is capped to two months subscription fee.

     

    Penalty shall be paid by deducing the penalty amount from the Client’s next invoice.

     

    In any event, the penalties expressly accepted by the Client shall constitute discharge and shall be exclusive of any other indemnities in this respect. Client denies all other remedies against ALMA, for any breach of ALMA’s obligations under this Section.

     

    In case the provision above was deemed unenforceable, ALMA’s liability shall not exceed the general cap of liability set forth in section “Liability”.

     

    1. Warranty

     

    ALMA warrants that the Services shall substantially operate in accordance with the specifications and functionalities as described in the Exhibit “Description of Services”, if properly installed and used on the appropriate configuration.

     

    ALMA warrants Client against any substantial non-compliance of the Results with the request made by User through Client.

     

    Such non-compliance shall include specifically:

    • Error on spaces specified on Users’ design
    • Errors on quantities,
    • Overlapping pieces,

     

    Any non-compliance not mentioned above shall not be deemed substantial, unless proven otherwise by User or Client.

     

    ALMA does not warrant that the performance of the Services will be uninterrupted or error free and that all Errors will be corrected.

     

    ALMA does not warrant that the Services will fit with specific needs of the Users.

     

    ALMA hereby disclaims all warranties and conditions, either express, implied, or statutory, including, but not limited to any implied warranties, duties or conditions of merchantability, of fitness for a particular purpose.

     

    This Section represents the entire warranty given by ALMA.

     

     

    1. ALMA’s liability

     

    15.1 General principles

     

    It is expressly agreed that AMA shall do all reasonable efforts to meet its obligations. Consequently, ALMA shall only be liable for a proved negligence or default.

     

    ALMA shall not be liable for hidden defects or malfunctions of the Client’s or User’s system and more generally for problems due to manufacturers or software editors (manufacturing or coding defects) or generated by the telephone or internet network.

     

    ALMA shall not be liable for delayed supply or default in the supply of the Services, if Client does not comply with its obligations and if the documents, files, technical data supplied by Client or User are not comprehensive and/or inaccurate and/or erroneous.

     

    ALMA shall not be liable for any damages arising from the use of Services. Any use of the results obtained by the use of the Services shall be under the sole liability, management and control of the Client or the User.

     

    Client shall take all necessary steps to prevent any damages to the files, data, documents or any other elements disclosed in the course of the use of the Services. Client shall take all steps to safeguard said documents, files or data. ALMA shall take all security measures to protect its servers against Customer’s data contamination and malicious intrusions of third parties.

     

    ALMA shall never be liable for claim or action instituted by any third party, in particular arising from the posting of information, pictures, designs, text, collected and hosted within the course or the framework of the use of Services ant that may violate laws and regulations and more particularly intellectual property law. In such case Client shall indemnify and hold harmless ALMA from any damages resulting from a third-party claim.

     

    In the event that unlawful content or content violating applicable laws likely to incur criminal or civil law and/or that may infringe third parties ‘s right, ALMA reserves its rights to suspend the supply of the Services immediately and without notice and to terminate this Contract without prejudice of compensation that ALMA may claim.

     

    ALMA shall not be responsible for any difficulties to access to the Services due to the characteristics and limitations inherent to internet that may be saturated from time to time.

     

    To the maximum extent permitted by applicable law, in no event shall ALMA be liable for any special, incidental, indirect, or consequential damages or punitive damages whatsoever including, but not limited to, damages for loss of profits or revenues, business interruption, failure to realize expected savings, loss, disclosure, unavailability of or damage to data, brand damage arising out of or in any way related to the use of or inability to use the Services or the exploitation of the results of the use of the Services even if ALMA has been advised of the possibility of such damages and even if the remedy fails of its essential purpose and whether based upon breach of contract or tort.

    It is expressly understood by the parties that all actions or claims instituted or filed against Client by a third party constitute indirect damages and, therefore, shall not entitle Client to any compensation.

     

    Client expressly saves and holds ALMA harmless from any liability, damages claimed by a User or any third party against ALMA as a result of a misrepresentation of Client or any of its employees, or agents regarding the functionalities and performance of the Software and more generally of any negligence or default in the performance of Client’s obligations under this Contract.

     

    15.2 Liability Cap

     

    In any case, ALMA’s total aggregate liability arising in connections with the performance or the contemplated performance of this Contract shall be limited to the reimbursement of the fees paid by Client to ALMA under this Contract during the three (3) months preceding the date on which the claim arose.

     

     

     

    1. Intellectual property rights

     

    • ALMA’s Copyrights

    The tools, methods, models used or developed by ALMA during the course of the supply of services shall remain the exclusive ownership of ALMA.

    ALMA shall retain copyright in the Services.

    Consequently, Client shall not infringe directly or through any third-party ALMA’s intellectual property rights.

    Client shall take any steps to protect ALMA’s intellectual property rights.

    Client shall make sure that the Users respect ALMA’s intellectual property rights

    Client shall not analyze the Service with the purpose of obtaining information and reuse them to develop or have developed by a third-party similar services likely to compete with the Services.

     

    • Intellectual Property Rights Warranty

     

    In case any action is brought against Client to the extent that it is based on a claim that the use of the Services infringes any third party's copyright, ALMA shall indemnify and hold harmless the Client from and against any award of damages in favor of the third party  arising there from or caused thereby, within the specific limits set forth below, provided that (i) ALMA is notified promptly in writing of any claim to allow ALMA to defend, compromise or settle the claim (ii) ALMA is not brought into the procedure by Client, which expressly waives any right or remedy thereof, (iii) Client provides all available information and assistance regarding such claim, including any update on the procedure and its evolution (iv)ALMA has given full consent to any settlement agreement concluded between PARNER and the third party.

     

    If any portion of the Services becomes, or in ALMA’s opinion is likely to become, the subject of a claim of infringement, ALMA may, at its expense, and its sole option, (i) procure for the Client the right to use the Services, or applicable portion thereof; (ii) modify the same so that it is no longer infringing, but still substantially conforms to the Documentation; or (iii) terminate the Contract entirely, and  as ALMA’s sole liability and Client’s sole remedy for such termination, refund to Client the Service fees actually paid by Client for the last twelve months preceding such termination. Such remedy shall not be exercised by the Client, in addition to any other claim for damages. In any event, ALMA’s liability in case of violation of the “Infringement” provisions shall be limited to the amount of Service fees paid by Client during the last twelve months preceding the third party’s claim. 

     

    The foregoing indemnity obligation shall not extend to any claims of infringement arising out of or related to (i) a modification of the Services by anyone other than ALMA or its duly authorized agents; (ii) the incorporation into the Services of any information provided by or requested by or on behalf of the Client; (iii) a combination of the Services with any other software or equipment where the infringement or misappropriation would not exist without such combination.

     

    This Section states the entire liability of ALMA with respect to infringement of copyright of third party by the Services.

     

    1. Confidentiality

     

    Neither Party shall disclose to third parties confidential information (“Confidential Information”) received from the other Party

    Each party shall use Confidential Information only for the performance of this Contract and shall take all security steps to prevent an unauthorized disclosure of Confidential Information.

     

    Confidential Information means all information including but not limited to methodological commercial, financial technical related to a Party, its subcontractors, suppliers or Users obtained during the performance of this Contract and clearly marked as being confidential by the disclosing party or being confidential by nature.

    However, the obligation of confidentiality with respect to the Confidential Information shall not apply if the information communicated was already known by the receiving Party, the information communicated was publicly known at the time of its receipt by the receiving Party or has become publicly known other than by a breach of this Contract or other action by the receiving Party, or the information is independently developed by the receiving Party without use of any Confidential Information received from the disclosing Party.

     

    The Parties shall keep confidential the content of this Contract and any Confidential Information for a period of five (5) years from their disclosure. Each Party shall protect such Confidential Information from inadvertent disclosure to a third party using the same care and diligence that they use to protect its confidential information.

     

     

    1. Ownership of Results – Data Storage

     

    • General Provisions

    All data and information related to the supply of Services, including the technical information and processes of the User used by ALMA to perform the Services, personal data of Users, as well as the Results, shall be the exclusive ownership of Client.

    ALMA shall treat such data and Results as confidential and shall not disclose them to any third party except if decided by a court or judicial or governmental authority of competent jurisdiction.

     

    Results shall be available to Client on its personal account within 30 days from the Client’s Request (“Storage Time”).

    ALMA commits itself to implement any technical means to secure the Users’ data, for the Storage Time. To this aim, full database backups are made every day and stored on Amazon Cloud Storage (AWS) and kept for 9 days.

    However, ALMA shall bear no responsibility to store such data and/or Results in its system, beyond the Retrieving Time. Client expressly agrees that ALMA may not keep hosted and delete any Result that would not have been downloaded within the Retrieving Time. ALMA shall bear no liability in such a case, specifically in case of a claim by User.

    Notwithstanding the above, ALMA may decide to host Results and User’s data beyond the Retrieving Time, for statistical processing purposes or improvement of its own Services.

     

    • Personal Data
      • Data Processing and Purposes

    For the purposes of performance of the Service, ALMA may store User’s personal data, such as names, emails addresses, IP addresses or telephone numbers (hereafter: “Personal Data”). Such Personal Data may also be used to send to Users ALMA’s newsletter, or commercial offers, under the conditions set forth in Section 18.2.3.

    In particular, ALMA may process IP addresses to check the identity of Users registering for a demo version of the Service, in order to prevent fraudulent registrations and abusive uses of the Service.

    • Hotjar

    ALMA use Hotjar in order to better understand its users’ needs and to optimize this service and experience. Hotjar is a technology service that helps us better understand Users experience (e.g. how much time they spend on which pages, which links they choose to click, what users do and don’t like, etc.) and this enables ALMA to build and maintain the Service with user feedback. Hotjar uses cookies and other technologies to collect data on the users’ behavior and their devices (in particular device's IP address (captured and stored only in anonymized form), device screen size, device type (unique device identifiers), browser information, geographic location (country only), preferred language used to display the Website). Hotjar stores this information in a pseudonymized user profile. Neither Hotjar nor ALMA will ever use this information to identify individual users or to match it with further data on an individual user. For further details, please see Hotjar’s privacy policy by clicking on this link.

    Users can opt-out to the creation of a user profile, Hotjar’s storing of data about their usage of the Website and Hotjar’s use of tracking cookies on other websites by following this opt-out link. 

     

     

    • Hosting – Subcontracting

    Personal Data are stored and processed electronically on the “Amazon Web Services Global Infrastructure” also known as the “AWS Cloud”. The AWS Cloud spans 54 Availability Zones within 18 geographic Regions and 1 Local Region around the world, with announced plans for 12 more Availability Zones and four more Regions in Bahrain, Hong Kong SAR, Sweden, and a second AWS GovCloud Region in the US. This global infrastructure makes the application more available and fault tolerant. 

     

    Any mailing to Users shall be processed by Mailchimp, which stores the data outside EU, their servers being primarily located in the United States. Mailchimp is certified under the Privacy Shield Agreement, which allows ALMA to transfer such data outside E.U.

     

    The Client acknowledges and agrees that ALMA may entrust Data Hosting to AWS as subcontractor. If, for the purposes of performance of the Service, more hosting resources were needed, ALMA may at any time entrust another hosting provider, acting as subcontractor, with hosting all or part of the Personal Data; subject to prior information of the Client. Such provider shall give adequate guarantees as to Data security and confidentiality. In any case, ALMA remains liable for any breach of its obligations that may be attributed to one of its subcontractors.

     

    • Storage Time

     

    User’s Personal Data shall be stored for the duration of the Agreement. After termination of the Agreement, they shall be processed for the sole purposes of sending ALMA’s newsletter, and ALMA’s commercial offers unless, and until such User has unsubscribed to the mailing list. Besides, such Data shall be stored by way of archive, for the purposes of legal obligations (such as accounting or tax controls or enquiries).

     

    • Personal Data Breach

     

    ALMA shall notify to the Client any Personal Data breach no later than 72 hours after having become aware of such breach, unless such personal data breach is unlikely to result in a risk to the rights and freedoms of the Users. Such notification shall also be made to the French Control Authority, in compliance with art. 33 of GDPR.  

    The Client shall transfer such information to the Users whose data have been breached; ALMA being expressly discharged of such notification.

    The notification referred to in paragraph 1 shall: (a) describe the nature of the personal data breach including where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned; (b) communicate the name and contact details of ALMA’s data protection officer or other contact point where more information can be obtained; (c) describe the likely consequences of the personal data breach; (d) describe the measures taken or proposed to be taken by ALMA to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects.

     

    • User’s rights on Personal Data

     

    In compliance with GDPR, Users are entitled to access, update their Personal Data. They may oppose any use of their Personal Data which may not be consistent with the purposes defined, or after termination of the Agreement, as provided under Section 18.2.3.  In such a case, User’s Personal Data shall be erased without delay.

    Any request for exercising the above rights shall be sent to: gdpr@alma.com

     

    • ALMA’s liability

     

    The Client warrants that all User’s data transmitted to ALMA comply with all applicable rules and regulations regarding the use, collection, storage, and treatment of personal data.

    In particular, Client warrants that such personal data, as the case may be, have been collected and treated in accordance with EU and French Regulations; and holds harmless ALMA against any claim from a third party regarding the use of such data, within the performance of ALMA’s obligations under this Contract.

     

    In any case, ALMA’s liability towards the Client, in case of claim by a User regarding use and processing of its Personal Data, based on joint liability enacted by art; 82.4 of GDPR, shall be limited to the amount set forth under the general “Liability” Section of this Agreement.

     

     

    1. Force Majeure

     

    The Parties shall not be liable to each other for a delayed or lack of performance of their obligations to the extent that their obligations are in whole or in part subject to force majeure as usually retained by the decisions of the French Courts.

     

    Such events shall include, regardless of their legal qualification as force majeure under applicable law:  strikes affecting one Party’s staff, or a Party’s power or communication provider, a power supply stop ( such as electricity), a civil or foreign war , riots or popular movements , attacks , losses of Internet connectivity due to public and private operators whose ALMA depends .

     

    Events of force majeure shall suspend the performance of the Contract.  However, if the case of force majeure extends for a period longer than sixty (60) consecutive days, the Contract shall be terminated automatically with a seven (7) days prior written notice given by registered letter with return receipt

     

    1. Assignment

     

    Client shall not assign or transfer the Contract to a third party, without ALMA’s prior written approval.

     

    1. Subcontracting
     

    ALMA may subcontract totally or partially the supply of Services to any third party of its choice. However, ALMA shall remain fully liable towards Client for its obligations under this Contract.

    1. Commercial reference

     

    The Client authorizes ALMA to use its trade name and the purpose of this Contract as commercial references.

     

    1. Independence of the Parties

     

    The relationship of ALMA and the Client established by the Contract is that of independent contractors, and nothing in this Contract shall be construed to constitute Client as an agent, representative or delegate of ALMA

     

    1. Severability

    If any provision of the Contract shall be held to be invalid, illegal, or unenforceable, then, to the extent permitted by law, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.

     

    1. No Waiver

    Any one or more failure by either party to enforce any provision of the Contract or to exercise any right shall in no way constitute a waiver of such right or remedy on any future occasion.

     

    1. Applicable law - Litigation

     

    These Terms and Conditions shall be governed and interpreted in accordance with the laws of France.

     

    Any dispute arising out or in connection with performance/interpretation of the Contract shall be amicably settled. IF BOTH PARTIES CANNOT REACH AN AMICABLE SETTLEMENT WITHIN THIRTY (30) DAYS FROM THE RECEIPT OF THE REGISTERED LETTER NOTIFYING THE LITIGATION, THE CASE SHALL BE SUBMITTED TO THE EXCLUSIVE JURIDICTION OF THE GRENOBLE COMMERCIAL COURT, NOTWITHSTANDING THE CASE OF PLURALITY OF DEFENDANTS, OR EMERGENCY PROCEDURE.