This Master Service Agreement (“Agreement”) sets forth the terms and conditions which apply to your access and use of the Service (as defined below) offered by STRIBE, a simplified joint stock company registered under the laws of France, with a capital of Eur 42 714, registered with the Paris Commercial Registry under the number B 503 077 851, whose registered offices are located at 80 rue des Haies, 75020 Paris FRANCE (“STRIBE”).
By selecting the “ACCEPT” button displayed as part of the registration process or by using the Service and/or any portion thereof, you agree to be legally bound by this Agreement (including all terms incorporated herein by reference). If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement. A contract is then formed between STRIBE and you, either personally, if you access and use the Service for yourself, or the company or other legal entity for which you are accessing and using the Service (such person or entity being referred to as “You”).
If You do not agree or do not wish to bind Yourself or the entity You represent, You (a) do not use all or part of the Service and (b) select the “DECLINE” button (which will cancel access to the Service).
Whereas, STRIBE owns and/or is the lawful licensee of certain proprietary software and tools which allow any website or blog to create or join a branded and customized social network and link it with other websites;
Whereas, You manage a website and desire to create or join a customized social network on Your website;
Whereas, You have chosen Stribe Service to implement a social network on Your website and need to obtain from STRIBE the right to access and use, such Service;
Whereas, STRIBE agrees to license access and use of the Service via Internet to You according to the terms and conditions of this Agreement.
NOW THEREFORE, IT IS AGREED AS FOLLOWS:
In this Agreement, unless the context otherwise requires, the following expressions have the following meaning:
“Administration Interface” means the services and functionalities hosted by STRIBE and made available to You on or through STRIBE’s website through which You may deploy, configure, manage, administer and control the Tool.
“Authorized User” means the individual who is authorized by You to access and use the Administration Interface;
“Configuration” means the hardware, software and/or network means enabling You to access and use the Service, to the exclusion of the Service;
“Documentation” means the information on the Service made available at http://www.stribe.com as updated from time to time by STRIBE;
“Effective Date”: means the date of acceptance by You of this Agreement;
“Malicious Code” means viruses, worms, time bombs, trojan horses and/or other harmful or malicious code, files, scripts, agents or programs;
“Service” means the online, web-based application, software, tools functionalities and services hosted by STRIBE and made available to You once you register on www.stribe.com. The Service may include associated offline components, as described in the Documentation, which are made available to You and through which You may deploy, configure, customize, manage, administer and control a social network on Your Website and allow Your Users to use the Tool. The Service includes the Administration Interface and the Tool;
“Subscription Fees” means, if applicable, the charges, fees and related costs payable for Your access and use of the Service;
“Term” means the subscription term applicable to the access and use of the Service as set forth in this Master Service Agreement.
“Tool” means the social network services and functionality hosted and made available by STRIBE which is rolled out under your responsibility on or through Your Website for use by Your Users, enabling them to network;
“Website” means a website owned, exploited and/or controlled by You;
“You” means you (the person, company or legal entity who enters into this Agreement), including your contractors and subcontractors;
All references in this Agreement to sections are (unless a reference is specifically made to another agreement) references to sections in this Agreement.
PROVISION OF THE SERVICE
This Agreement applies to the access and/or use by You of the Service in order to enable your Website to offer the Tool to Your Users. STRIBE shall make the Service available to You pursuant to the terms and conditions set forth in this Agreement.
You shall ensure that Your Authorized User safeguards the confidentiality of its user identification and password and refrains from communicating them to any other parties (including other employees, consultants, contractors and/or agents).
You are responsible for all activities that occur under the Authorized User’s user identification and password. Any use of the user identification associated with the password of the Authorized User shall be irrevocably regarded as a use of the Service by You under Your sole and exclusive responsibility.
You shall ensure that the Authorized User complies with the terms of this Agreement and that appropriate means are implemented to prevent unauthorized access to, or use of, the Service.
You shall notify STRIBE promptly, by e-mail, of any loss or theft, unauthorized access or communication of an Authorized User’s user identification and/or password, or of any unauthorized access or use of the Service. In such case, You must change your user identification and/or password immediately.
In any event, access to the Service will be permanently desactived upon termination or expiration of this Agreement.
REQUIREMENTS FOR THE USE OF THE SERVICE
It is Your responsibility to ensure that the Service meets Your internal requirements and needs. In this respect, You agree that Your purchase of the Service is neither contingent upon the delivery of any future functionality or features of the Service nor dependent upon any oral or written public comments made by STRIBE with respect to future functionality or features of the Service.
You acknowledge that the Configuration necessary to access the Service are under Your sole responsibility and that any and all financial or technical charges which may be incurred by You to access the Service and use shall be entirely borne by You.
You must possess the requisite skills and means to access and use the Service. STRIBE will not provide any training or support as part of this Agreement.
STRIBE may not be held liable in case of difficulty by You to access the Service which is due to Your Configuration or Your inability to access and/or use the Service.
You must provide complete and accurate information to STRIBE, including when completing the registration process on STRIBE’s website. You agree to update this information promptly upon any modification thereof.
By subscribing to STRIBE, you agree that a public profile is created for Your account, holding information such as Your name, Picture, Age, Gender, and Location. This profile can be accessed on each website and on the www.stribe.com website.
If You do not wish to share such information You can contact STRIBE so we can remove your account or update the information displayed.
By subscribing to STRIBE with a third-party account, for instance a Facebook, Twitter, Google or Hotmail account, You agree that STRIBE will import your profile data on these third-party services in order to include it in Your public STRIBE profile. When available, Your email address will be retrieved by STRIBE but will not be shared in Your public profile.
If You do not wish to share such third-party information with STRIBE, do not log in with a third-party account. You can create a dedicated STRIBE account instead.
By posting content into the Stribe service, because of the nature of the service, You agree that this content can be shared on other websites using Stribe, on the www.stribe.com website and on external websites like (but not limited to) Facebook and Twitter. When technically possible, this content is shared with the mention of Your name and picture.
All content published on the www.stribe.com website, either directly, by using the Stribe widget on a member website, or by using the Stribe API, can be be indexed by major search engines like Google.
By subscribing to Stribe, you agree that a public profile is created for your website or community on the www.stribe.com website.
USE OF THE SERVICE AND LICENSE
Subject to Your registration, to the timely payment of the Subscription Fees if applicable, and to terms and conditions of this Agreement, STRIBE hereby grants You the right to use the Administration Interface and to make the Tool available to your Users, on or through Your Website(s). You shall access and use the Service in accordance with the Documentation and this Agreement, exclusively for Your own internal business needs.
You shall not (i) license, sublicense, sell, resell, transfer ,assign, distribute or otherwise exploit or make available to any third pay the Service in any way, except as expressly authorized hereunder, (ii) modify (except as permitted through the Administration Interface) or make derivative works based upon the Service, (iii) reverse engineer, decompile, disassemble the Service and/or any component thereof, (iv) access the Service in order to build a competitive product or service or a product using similar features, ideas, functions or graphics of the Service, or copy any ideas, features, functions or graphics of the Service. STRIBE owns all rights in and to the Service. The STRIBE name, logo and all other product names associated with the Service are trademarks of STRIBE and no right or license is granted to You to use them.
You may not access and/or use the Service for monitoring, benchmarking or competitive purposes. You may not use any part of the Service in connection with providing any website or service that is aimed at, or directed to, or marketed to minors of 18 years of age.
In any event, access and use of the Service (including the Tool) shall be under Your sole control, supervision, risk and responsibility. In particular, STRIBE does not monitor the contents submitted by You or Your Users through the Service.
You shall not obscure or contravene or attempt to obscure or contravene any proprietary notices displayed within the Service. You agree to (i) include in all Your terms of service, use and/or other terms applicable to the use of Your Website(s) the language required by STRIBE as set forth within the Administration Interface and language as protective of STRIBE as this Agreement and (ii) ensure that Your terms of service, use and/or other terms applicable to the use of Your Website(s) will not in any event contradict this Agreement.
MODIFICATION OF THE SERVICE
You acknowledge that STRIBE may, at its discretion, modify the Service from time to time and in particular (i) modify the structure and presentation of the Service, (ii) add or remove new features or functionalities; (iii) replace existing features or functionalities with new features or functionalities.
Subscription Fees may apply depending on the type of Service You choose upon registration (free, premium, platinum or co-branded Service). You agree that STRIBE’s obligations hereunder are contingent upon Your payment of the Subscription Fees to STRIBE. Subscription Fees do not include any taxes associated with Your purchases hereunder, which shall be borne by You and shall be due in addition to the Subscription Fees.
Subscription Fees must be paid at the time of registration.
Subscription Fees apply to any renewal period of the Agreement and will be determined at the time of renewal.
STRIBE warrants that (i) the Service shall perform materially in accordance with the Documentation; (ii) the functionality of the Service will not be materially decreased during a Term from that available as of the Effective Date; (iii) the Service will not contain or transmit to You any Malicious Code (except for any Malicious Code contained in Your-uploaded attachments or otherwise originating from You).
The sole warranties provided by STRIBE are those set forth above, to the exclusion of any other warranties including the legal warranties. In particular, STRIBE does not make any warranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Service. STRIBE does not warrant that the Service or part thereof will (i) be secure, timely, uninterrupted, error-free, or operate in combination with any hardware, software system or data, (ii) meet Your needs, requirements or expectations.
You agree to indemnify and hold STRIBE harmless from and against any and all claims, demands, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees) arising out of any breach by You of this Agreement, the content of Your Website(s) and/or any content submitted to or through the Service by You or Your Users.
LIMITATION OF LIABILITY
STRIBE shall only be liable for direct damages caused to You as a result of STRIBE’s failure to comply with this Agreement. In no event shall STRIBE be liable for any indirect damages, and for any loss of profits, revenue, advertising, audience, Users, data, content, goodwill arising out of or in connection with the access, use and/or failure or inability to access or use the Service.
In any event, STRIBE’s liability will be limited to the amounts received by STRIBE in the three (3) months preceding the event upon which the claim is based. This limitation of liability does not apply in case of fraud or gross negligence or in case of tort.
COMPLIANCE WITH LAWS
You shall use the Service in compliance with the Documentation, this Agreement and any applicable laws and regulations. You also warrant that Your Website does not contain any illicit content and complies with all the applicable regulations.
In particular, You shall not (i) interfere with any other party’s use and enjoyment of all or part of the Service; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libellous, defamatory, pornographic, online gambling, or otherwise unlawful or tortious material, including material that is harmful to children or violates third Party privacy rights; (iii) send or store Malicious Code; (iv) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service or disrupt the integrity or performance of the Service or the data contained therein; (v) attempt to gain unauthorized access to the Service or its related systems or networks; (vi) modify, adapt or hack the Service or modify a website so as to falsely imply that it is associated with the Service; (vii) obtain or attempt to obtain any materials or information through any means not intentionally made available through the Service; (viii) damage, disable, overburden, or impair any of STRIBE’s servers, or the network(s) connected to any of STRIBE’s servers.
You also warrant that You will at all times comply with applicable data protection law and that Users will be properly informed on the Website(s) of the possible communication of their personal data to STRIBE as part of the Service, and for other commercial purposes.
You acknowledge that, if STRIBE becomes aware or has reason to believe that You are accessing or using any part of the Service in violation of applicable laws, STRIBE has the right to immediately suspend and/or terminate Your access and/or use of the Service, with a simple notification by e-mail to You.
TERM AND TERMINATION
This Agreement will commence on the Effective Date and will remain in force one (1) month, tacitly renewable for successive one (1) month periods (the “Renewal Term”); unless terminated by either Party as set forth below.
Either Party may terminate this Agreement immediately without judicial formalities if the other Party commits a breach of the Agreement and such breach is not capable of remedy or remains uncured within seven (7) calendar days as of written notice sent by the non-defaulting Party by registered letter with acknowledgement of receipt.
STRIBE may terminate this Agreement immediately without judicial formalities if You use the Service in violation of all applicable laws, by written notice sent by e-mail.
In no event shall STRIBE be liable to You in case of a delay or failure to perform all or part of this Agreement due to a force majeure event, including without limitation acts of Gods, natural disasters, wars, riots, embargoes, acts of civil or military authorities, strikes, labour disputes, fire, floods or accidents, acts or omissions of any telecommunications or other provider or any power failure, power surge or breakdown in equipment in any equipment.
If any force majeure continues for an ongoing period of more that thirty calendar (30) days, either Party pay terminate this Agreement forthwith by written notice to the other.
No forbearance, delay or indulgence by either Party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that Party. No term or provision of this Agreement or breach shall be waived unless such waiver is in writing and signed by the Party claimed to have waived nor shall any such waiver of its rights operate as a waiver of any subsequent breach. No right, power or remedy herein conferred upon or reserved for any party is exclusive of any other right, power or remedy available to that party and each such right, power or remedy shall be cumulative.
If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.
Any notice to be given hereunder may be delivered by email, by simple letter or by registered letter with acknowledgement of receipt, as set forth in this Agreement, sent to the other Party at the address notified by such Party in writing.
This Agreement constitutes the entire understanding between the Parties in relation to its subject matter. Accordingly, all prior agreements, whether or not agreed or offered and all conditions and warranties and all representations, statements, negotiations, understandings and undertakings either written or oral are superseded by the Agreement.
You may not assign, delegate or otherwise transfer all or part of this Agreement without the prior written consent of STRIBE. Any purported assignment by You in violation of this section shall be void.
APPLICABLE LAW AND JURISDICTION
This Agreement is governed by the laws of France.
Any dispute regarding the validity, performance, execution, non-performance or interpretation of this Agreement shall be subject to the exclusive jurisdiction of the Paris Commercial Court FRANCE.
Date Last Modified
These Terms were last modified on June 2010.