Please read these terms carefully because they apply to your use of our websites (“The Sites”) that Augure operates, including the products and services (“The Services”) provided through the Website (collectively, the “Services”). Website includes, but are not limited to, the websites operated at http://www.wiselytics.com. Augure SA Corporation (“Augure”) is a French corporation with a business office at 5 boulevard Montmartre 75002 Paris, France.
Unless otherwise agreed in writing with Wiselytics, your use of any Website or Service will always be subject to, at a minimum, the terms and conditions set out in this document. These are referred to as the “Master Terms.”
In addition, your use of any Website or Service may also be subject to the terms of any legal notice applicable to the Website or Service, in addition to the Master Terms. All such terms supplementing these Master Terms are referred to below as the “Additional Terms.” Where Additional Terms apply to a Website or Service, these will be accessible for you to read either within, or through your use of, that Website or Service.
The Master Terms, together with any Additional Terms, form a binding legal agreement between you and Augure in relation to your use of the Websites and the Services. Collectively, this legal agreement is referred to below as the “Terms”. If there is any contradiction between the Additional Terms and the Master Terms, then the Additional Terms shall take precedence in relation to the Website or Service to which the Additional Terms apply.
2. Your Agreement to the Terms.
YOUR ACCESS OR USE OF ANY WEBSITE OR SERVICE IN ANY WAY SIGNIFIES THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS. By accessing or using any Website or Service you also represent that you have the legal authority to accept the Terms on behalf of yourself and any party you represent in connection with your use of any Website or Service. If you do not agree to the Terms, you are not authorized to use any Website or Service.
3. Changes to the Terms.
From time to time, Augure may change, remove, add to (including without limitation by way of Additional Terms) or otherwise modify the Terms, and reserves the right to do so in its discretion. In that case, we will post the updated Master Terms or Additional Terms, as relevant, to the applicable Website(s) and indicate the date of revision. We encourage you to periodically review the Terms. In addition, if our modifications are material, we will make commercially reasonable efforts to notify you electronically. For example, we may send a message to your email address, if we have one on file, or we may display a notice on the Websites indicating that the Terms have changed.
All new and/or amended Terms take effect immediately; provided, however, that if deemed material by Augure it its sole discretion, such new and/or additional material terms will be marked as such and will take effect 30 days after they are posted on the applicable Website. Notwithstanding the foregoing, (i) no modification to the Terms will apply to any dispute between you and Augure that arose prior to the effective date of any modification and (ii) if you do not agree with any modification to the Terms, you may terminate this agreement by ceasing use of the Websites and Services. Your continued use of any Website or Service after new and/or revised Terms are effective indicate that you have read, understood and agreed to those Terms.
4. Provision of the Websites and Services Generally.
Augure makes the Websites and Services available to you on the Terms. You may only use the Websites and Services in accordance with these Master Terms and any applicable Additional Terms. In particular but without limitation, you may not use the Websites and Services for any purpose that is unlawful or prohibited by these Master Terms, any applicable Additional Terms, or any other conditions or notices that are made available on any Website or Service.
Registration; Security – You agree to (a) provide accurate, current and complete information about you, if and as may be prompted by the registration process on the any of the Websites, (b) maintain the security of your password(s) and identification, (c) maintain and promptly update your registration information and any other information you provide to Augure, and to keep it accurate and complete to, among other things, allow us to contact you, and (d) be fully responsible for all use of your account and for any actions that take place using your account. It is your responsibility to ensure that Augure has up-to-date contact information for you. You may not set up an account or membership on behalf of another individual or entity unless you are authorized to do so.
No Membership in Wiselytics – As used in these Master Terms, “Registered User” means a person who has registered and obtained an account on one of our Websites. Becoming a Registered User or using any of the related Websites or Services does not and shall not be deemed to make you a member, shareholder or affiliate of Augure for any purposes whatsoever, nor shall you have any of the rights of statutory members.
Termination; Termination and Inactivation of User Accounts – Your participation as a Registered User and use the related Services terminates automatically upon your breach of any of these Master Terms or applicable Additional Terms.
In addition, Augure may, at any time: modify or change such Websites and Services and any applicable Terms and policies governing your user account and related Websites and Services for any reason; and interrupt user accounts and related Websites and Services for any reason, all as Augure deems appropriate in its discretion.
In addition, Augure reserves the right to delete and purge any account and all Content associated therewith following any prolonged period of inactivity, all as may be determined by Augure in its complete discretion.
Free Trial Period – Augure may provide you with an option to use the Services on a free trial basis. In such event, you will not billed for such use for that period of time as may be determined by Augure. Once such free trial period expires, your will only get a partial access to your account until you upgrade to a paid account and remits payment therefor. Augure reserves the right to modify the duration of, or to terminate, the free trial period at any time.
Paid Memberships & Subscriptions – Augure offers paid subscriptions to our analytics Services. All subscriptions are billed in advance on an annual basis or as a flat fee. If you have an annual payment subscription, your credit card will be charged on a recurring annual basis starting on the 365th day after your account was initially created. You will be billed in advance (one time or on annual basis, as applicable) for the Service(s) (at the level and for the specific Services that you have selected). If you provide credit card information, you authorize Augure to charge such credit card for all Services selected by you via the Sites, including for the initial Subscription period and any renewal subscription periods at the then current subscription rates. By using the Services, you consent to receiving electronic communications from Augure. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Services. These electronic communications are part of your relationship with Augure and you receive them as part of your subscription to the Services. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.
All fees are non-refundable – No refunds for periods of inactivity will be issued. If you choose to upgrade or downgrade your Services plan, you will be charged the difference between your previous rate and your new rate for the remainder of your subscription. On your next regular billing date you will be charged the new rate for your new plan. Downgrading your Services plan may cause the loss of some or all content, features, functionality, or capacity of your account.
The prices of all subscription plans may change upon thirty (30) days notice to you. Such notice may be provided at any time by posting the changes to the Site or by contacting you using the contact information you have provided to us. Augure will not be liable to you or to any third party for any modifications, price changes, or suspension or discontinuation of the Sites or Services. Services fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you are responsible for payment of all such taxes, levies, or duties.
In the event you fail to make timely payments when due, Augure may discontinue, terminate or suspend the Services, without incurring any liability to you. Despite any such discontinuation or suspension, you acknowledge and agree that it will be required to pay the Fees until this Agreement is terminated in accordance with the termination provisions set forth herein.
All billing and credit card information will be submitted to, and stored by, a third party payment processor. You understand Augure will not have access to any such information and agree Augure will not be liable for any losses or damages arising from such third party payment processor’s acts or omissions.
Cancellations – You may cancel your subscription to our Services at any time by using the appropriate option in your settings panel or by sending an email to email@example.com. If you cancel your account before the end of your current paid up month, your cancellation will take effect immediately and if you have a paid Services you will not be charged again.
Data – In connection with its provision of the Services, Augure will collect, consolidate and analyze your personal information and data (the “Data”). Augure will not own any Data; provided, however, that you hereby grants to Augure a non-exclusive, perpetual, Worldwide license to use your non-personally identifiable Social Data in aggregate and blinded formats that do not identify, reference or imply an association with you or its Fans or Followers, for the only purposes of improving Augure’ products, creating benchmarking, statistical, research and marketing analyses, surveys, reports and studies.
5. DISCLAIMER OF WARRANTIES.
TO THE FULLEST EXTENT PERMITTED BY THE APPLICABLE LAW, AUGURE OFFERS THE WEBSITES AND SERVICES AS-IS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE WEBSITES OR SERVICES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. AUGURE DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED ON THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT AUGURE’S SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. AUGURE DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE OR THE RESULT OF USE OF THE CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE.
6. LIMITATION OF LIABILITY.
EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW AND THEN ONLY TO THAT EXTENT, IN NO EVENT WILL AUGURE, ITS EMPLOYEES, OFFICERS, DIRECTORS, AFFILIATES OR AGENTS (“THE AUGURE PARTIES”) BE LIABLE TO YOU ON ANY LEGAL THEORY FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR OTHER DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR INCOME, LOST PROFITS, PAIN AND SUFFERING, EMOTIONAL DISTRESS, COST OF SUBSTITUTE GOODS OR SERVICES, OR SIMILAR DAMAGES SUFFERED OR INCURRED BY YOU OR ANY THIRD PARTY THAT ARISE IN CONNECTION WITH THE WEBSITES OR SERVICES (OR THE TERMINATION THEREOF FOR ANY REASON), EVEN IF THE AUGURE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE AUGURE PARTIES SHALL NOT BE RESPONSIBLE OR LIABLE WHATSOEVER IN ANY MANNER FOR ANY CONTENT POSTED ON THE WEBSITES OR SERVICES (INCLUDING CLAIMS OF INFRINGEMENT RELATING TO CONTENT POSTED ON THE WEBSITES OR SERVICES, FOR YOUR USE OF THE WEBSITES AND SERVICES, OR FOR THE CONDUCT OF THIRD PARTIES WHETHER ON THE WEBSITES, IN CONNECTION WITH THE SERVICES OR OTHERWISE RELATING TO THE WEBSITES OR SERVICES.
You agree to indemnify and hold harmless the Augure Parties (defined above) from and against any and all loss, expenses, damages, and costs, including without limitation reasonable attorneys fees, resulting, whether directly or indirectly, arising out of your use of the Website, including but not limited to your violation of this Agreement. You also agree to indemnify and hold harmless the Augure Parties from and against any and all claims brought by third parties arising out of your use of any of the Websites or Services and the Content you make available via any of the Websites or Services by any means, including without limitation through a posting, a link, reference to Content, or otherwise.
9. Trademarks and Intellectual Property
The Websites and Services may contain trademarks, service marks, logos and other names that are the property of Augure or such other party as indicated with respect to that name or icon. The use of Augure’ trademarks, logos and icons is prohibited except with formal writing agreement by Augure.
This Agreement does not transfer from Augure to you any Augure or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Augure. Augure, the Augure logo, and all other trademarks, service marks, graphics and logos used in connection with Wiselytics, or the Website are trademarks or registered trademarks of Augure SA or Augure’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any Augure or third-party trademarks.
This is an agreement for services and you are not granted any license hereunder. All software embedded in the Services (including, without limitation, in the application programming interface to which you may have access through a unique access key (the “API Key”)) and in the Application developed, owned or controlled by Augure (as applicable) (the “Software”), and the Services, are and shall remain the sole and exclusive property of Augure. You agree that you will not directly or indirectly: (i) assign, distribute, license, sublicense, transfer, sell, rent, lease, time share, grant a security interest in, or otherwise transfer any rights in or to the Software, or make the Software available to third parties except as authorized by this Agreement; (ii) modify, translate, reverse engineer, decompile or disassemble the Software for any purpose, including, without limitation, the creation of derivative works or similar products; (iii) upload, link to or post any portion of the Software on a bulletin board, intranet, extranet or web site; or (iv) possess or use the Software in any format other than machine-readable format.
The disclaimer of warranties, the limitation of liability and the jurisdiction and applicable law provisions shall survive any termination. The license grants mentioned herein shall continue in effect subject to the terms of the applicable license. Your warranties and indemnification obligations shall survive any termination for one year.
10. Miscellaneous Terms.
These Master Terms and any Additional Terms are governed by and construed by the laws of France, exclusive of its choice of law rules. The parties agree that any disputes or proceedings between Augure and you concerning these Master Terms, any Additional Terms, and/or any of the Websites or Services shall be brought in court of competent jurisdiction sitting in France, and hereby consent to the personal jurisdiction and venue of such court. Either party’s failure to insist on or enforce strict performance of any of the Terms shall not be construed as a waiver of any provision or right. If any term or part of the Terms is held to be invalid or unenforceable by any law or regulation or final determination of a competent court or tribunal, that provision will be deemed severable and will not affect the validity and enforceability of any remaining provisions. The parties agree that no joint venture, partnership, employment, or agency relationship exists between you and Augure as a result of these Master Terms, any Additional Terms, or your use of any of the Websites or Services. These Master Terms and any applicable Additional Terms constitute the entire agreement between you and Augure relating to this subject matter and supersede all prior, contemporaneous and future communications (with the exception of future amendments to the Terms as made available by Augure from time to time) between you and Augure. A printed version of the Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based on or relating to the Terms to the same extent and subject to the same conditions as other business documents and records originally generating and maintained in printed form.
Revised November 12, 2015