General Terms of Use
© Aurélien Meimaris
These Terms and Conditions apply to your MyArtCube account and the Offers we provide, and thus constitute a binding contract between us.
1. Acceptance
By accepting these Terms and Conditions when you register your account or complete the subscription process, or by viewing or using our Offers, you confirm that you accept these Terms and Conditions and all other applicable Terms and Conditions and that you agree to be bound by this agreement. If you do not agree to these Terms, you must not view or use our Offers.
You accept these Terms on behalf of the company or other legal entity on whose behalf you are acting (for example, as an employee, collaborator or contractor) or, in the absence of a company or legal entity, in your own name as an individual (in either case, “You”). You represent and warrant that You have the right, authority and capacity to act on your own behalf or on behalf of such entity for the purpose of entering into these Terms. Additional capitalized terms are defined in these Terms, including in Section 18 (Definitions) below.
2. Special Conditions
Certain Offers may be subject to special conditions set out in the Special Conditions or in the Offer Documentation (the “Special Conditions”).
You accept the Special Conditions, where applicable, for an Offer to which You subscribe, which You consult or use.
3. Your Account
You are responsible for all persons who obtain, view or use the Offerings through You or Your Account (including Your Authorized Users) and for their compliance with these Terms. In some cases, Your Authorized Users may be required to create individual accounts or accept applicable terms in order to obtain, use or access the Offerings, but You warrant and remain responsible for them. You also agree to secure and not share usernames or passwords (except with authorized account administrators). If you suspect any unauthorized use of Your account, please write to us at contact@myartcube.com.
4. Your Data
You will retain Your ownership rights to any files, photographs, paintings, designs, models, texts, data sets, images, documents or similar resources that You (or Your Authorized Users) have created and submitted or uploaded to an Offering.
5. Confidentiality
LE LABORATOIRE BY SKINSOFT is committed to protecting Your privacy and is transparent in its use of Your personal information. MyArtCube’s Privacy Statement sets out how LE LABORATOIRE BY SKINSOFT may collect, use, store and process personal data about You, as well as how You can request access to or deletion of Your personal data.
LE LABORATOIRE BY SKINSOFT provides a Data Processing Addendum, available XXX, which sets out LE LABORATOIRE BY SKINSOFT’s obligations as a personal data processor under the General Data Protection Regulation (“GDPR”).
6. Duration of the Offer
The Offer is subscribed to for a fixed and limited period of time (the “Offer Term”). The Offer Term will be indicated in the Offer Identification.
Some subscriptions may be automatically renewed. If you wish to cancel an automatic renewal, please notify us at contact@myartcube.com.
7. The Offer
7.1 Rights of the Offer
For any Offering consisting of Software or a web application that LE LABORATOIRE BY SKINSOFT makes available or provides to You, and subject to compliance with these Terms and all payment obligations, including taxes and other fees, LE LABORATOIRE BY SKINSOFT grants You a non-exclusive right to use the Offering (and to allow Your Authorized Users to use the Offering) only (a) during the Offering Term, (b) in accordance with the applicable Special Terms and Conditions, and (c) within the limits of Your subscription, including the authorized number, Offer Type, Territory and other attributes specified for the type and level You selected when subscribing to the Offer. If your Offer Identification does not specify these attributes, it will have the attributes of an evaluation version.
Except as expressly authorized in these Terms, or as expressly authorized in writing by LE LABORATOIRE BY SKINSOFT, You may not: (i) reproduce, modify, adapt, translate, port or create derivative works of all or any part of an Offering, except as expressly permitted by applicable law notwithstanding any contractual prohibition to the contrary, or (ii) sublicense, transfer, distribute, transmit, sell, rent, lease, loan or otherwise make available to any third party all or any part of an Offering or any functionality thereof (whether through a service bureau or otherwise).
Any Software or web application (including any Updates or Upgrades) that LE LABORATOIRE BY SKINSOFT makes available or provides to You is licensed to You for a limited subscription period, and is not sold.
7.2 Access to the Software (web application)
Subject to compliance with these Terms, LE LABORATOIRE BY SKINSOFT will make the Offering available to You, during the Term of the Offering, through Your account or other electronic means. LE LABORATOIRE BY SKINSOFT will not be liable for any loss or damage that You or any third party may incur as a result of Your account information being sent to an incorrect address. You may need to log in to Your account or provide LE LABORATOIRE BY SKINSOFT with additional information to activate, use or access an Offer. Some Offerings may cause Your computers or other devices to automatically connect to the Internet (intermittently or regularly), for example, to validate the
correct use of Your subscription, provide You with access to services (including third-party services) or download and install Updates or Upgrades, all without notice.
You and Your Authorized Users agree to such connection and validation of Your subscription as well as automatic download and installation of Updates and Upgrades. You may not be able to adjust your Update or Upgrade settings for certain Offerings, including those for which Automatic Updates or Upgrades are required for the operation or security of the Offering.
During the Term of the Offer, LE LABORATOIRE BY SKINSOFT may make available or provide Software Updates or Upgrades. You will quickly install all mandatory Updates.
7.3 Use of Your Content
In order for You to access or use certain Offers, or for LE LABORATOIRE BY SKINSOFT to provide You with certain services, You may wish to upload or otherwise share Your Content. LE LABORATOIRE BY SKINSOFT staff will not use Your Content except (a) at Your request or with Your consent; (b) in connection with the provision and improvement of Offers (including maintaining, securing, updating or modifying Offers); or (c) as required by law, law enforcement, investigation or procedure. LE LABORATOIRE BY SKINSOFT may block or delete Your Content for any reason, including failure to comply with these Terms. When You provide or make available Your Content, You authorize LE LABORATOIRE BY SKINSOFT and its agents to use, reproduce, modify, distribute and make available Your Content in connection with the Offers offered to You and other activities provided for in these Terms.
It is Your responsibility to ensure that (i) Your Content and its use with an Offer comply with all applicable laws and regulations and these Terms, (ii) Your Content will not infringe or misappropriate any intellectual property rights or property rights of any person, and (iii) You retain backup copies of Your Content at all times. You acknowledge that online services may experience disruptions or outages, and that You may not be able to recover Your Content accordingly.
You will indemnify and hold LE LABORATOIRE BY SKINSOFT harmless from all damages – and at the request of LE LABORATOIRE BY SKINSOFT, You will defend it – and warrant all losses, liabilities, expenses (including attorney’s fees) suffered or incurred by LE LABORATOIRE BY SKINSOFT as a result of any claim, suit or proceeding arising out of or related to (1) Your Content; (2) Your use – including by Your Authorized Users – of the Offers, including any Data obtained or other results of such use; and (3) Your breach – including by Your Authorized Users – of these Terms (including any Additional Agreement, Special Terms, or other applicable terms).
7.4 Collaboration and Sharing Your Content
Some Offers allow You to collaborate with others, including sharing or publishing Your Content. If You choose to share or publish Your Content, others may be able to use, sell, reproduce, modify, distribute, make available, display, transmit and communicate Your Content, and the suspension or termination of access will not remove or prevent access to Your Content that was previously shared or posted. If You do not want others to have such access or rights, do not use the sharing, publishing or other collaboration features of the Offerings and set Your permissions accordingly.
An Offer may include links to Third Party Items/Services. These links are provided to You as a convenience. LE LABORATOIRE BY SKINSOFT does not monitor or control what these third parties will do with Your Content. It is Your responsibility to ensure the appropriate level of access to Your
Content by any third party. If You authorize the sharing of Content with a third party, LE LABORATOIRE BY SKINSOFT may make Your Content available to that third party, but will not assume any responsibility for the actions of that third party.
8. Free and Trial Versions
LE LABORATOIRE BY SKINSOFT may make available or provide Offers (or features of an Offer) described as “not for resale”, “free”, “evaluation”, “trial”, “draft”, “beta” or any other similar designation (collectively, the “Trial Versions”). Unless expressly stated in the Trial Version Documentation or in the applicable Special Terms, (a) you may only access or use the Trial Version for a period of sixty (60) days from the time of download or receipt, (b) Your use will be limited for non-commercial evaluation purposes, (c) the use of a Trial Version will be limited only to You as an individual or, if You are an entity, to a designated employee, and (d) the Trial Version may only be used in the Territory where You acquired the Offer. Notwithstanding any other provision of these Terms, (i) LE LABORATOIRE BY SKINSOFT makes no commitment regarding the Trial Versions, including any commitment to continue any Trial Version or convert any Trial Version into Offer; (ii) LE LABORATOIRE BY SKINSOFT constantly conducts research to improve the Offers and does not undertake that such research be marketed as part of an Offer; and (iii) the Trial Versions may contain code that has not been fully tested, including errors and defects that may result in total data loss or system failure. Subscriptions to Trial Versions do not include Trial Benefits, and LE LABORATOIRE BY SKINSOFT reserves the right, without notice, to terminate any Trial Version at any time.
9. Guarantees
You will indemnify and hold LE LABORATOIRE BY SKINSOFT harmless from all damages (and at the request of LE LABORATOIRE BY SKINSOFT, you will defend it) and warrant all losses, liabilities, expenses (including attorney’s fees) suffered or incurred by LE LABORATOIRE BY SKINSOFT as a result of any claim, suit or proceeding arising out of or related to (i) any error or omission related to Your configuration of Your Offer; and (ii) any failure (or alleged failure) to comply with applicable laws (including but not limited to privacy, data protection and employment laws) relating to the personal data of Your Authorized Users included in the usage reports made available to You by LE LABORATOIRE BY SKINSOFT in connection with any Offer or any associated Benefit, including in your account.
10. Restrictions on Use
10.1 Offers as tools
The Offers are tools and are intended only to assist You in Your design, analysis, simulation, estimation, testing and other activities, and are not a substitute for Your own professional judgment or independent design activities, analysis, simulation, estimation, testing or other, including, for example, those relating to the analysis of product constraints, their safety and usefulness. You acknowledge that the Offers may not have been designed or tested for Your specific use, and that the Offers and Data obtained may not produce the results You want within Your constraints. It is Your responsibility to (a) determine whether the use of an Offer is appropriate for Your purposes, (b) determine the appropriate use of the Offers and (c) select the Offers and other computer programs and resources, in each case to help You achieve the expected results or Data obtained. You acknowledge that between You and LE LABORATOIRE BY SKINSOFT, You are solely responsible for (i) Your use (including that of Your Authorized Users) of the Offers and any results produced by the Offers, including any Data obtained, and (ii) establishing the adequacy of independent procedures to test the reliability, safety, accuracy, completeness, compliance with applicable legal requirements and industry standards, and other characteristics of any Data obtained, including ideas, recommendations and all elements designed with the help of the Offers. LE LABORATOIRE BY SKINSOFT cannot be held responsible for the results obtained as a result of the use of the Offers, including any Data obtained.
10.2 Acceptable Use of Offers
You will access, use and authorize access to and use of the Offerings only in accordance with the Acceptable Use Policy and all applicable laws.
11. Confidentiality
You or LE LABORATOIRE BY SKINSOFT (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”) under these Terms. The Receiving Party shall exercise the same degree of care with respect to the Confidential Information of the Disclosing Party that it deploys to protect its own confidential information of the same nature (but must demonstrate in all cases at least due diligence) and (a) use the Confidential Information of the Disclosing Party only in connection with the Offers, and (b) unless otherwise authorized in writing by the Disclosing Party, limit access to the Confidential Information of the Disclosing Party to that of its employees, consultants, subcontractors, service providers, professional advisors and other persons who need access to them for purposes related to the Offers and who are subject to confidentiality obligations towards the Receiving Party at least as strict as those of these Terms. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so by law. The Receiving Party will notify the Disclosing Party in advance of such forced disclosure (to the extent permitted by law) and take reasonable steps to limit such disclosure.
LE LABORATOIRE BY SKINSOFT may also disclose Your Confidential Information to comply with any request from a government or regulatory body – including subpoenas or court orders – in connection with a legal proceeding involving LE LABORATOIRE BY SKINSOFT or at Your request.
12. Property Rights of LE LABORATOIRE BY SKINSOFT
You acknowledge and agree that LE LABORATOIRE BY SKINSOFT will have ownership and all rights in (a) the Offers, Documentation, other information or documents made available to You by LE LABORATOIRE BY SKINSOFT, including any copy of the foregoing, (b) any document or other information based on, derived from, or otherwise using any of the aforementioned elements (including the Indicators), and (c) all rights under trade secrets, copyright, industrial property rights, trademarks, patents and any other intellectual property rights or property rights relating to any of the above. Structure and organization, underlying algorithms and other internal components, protocols, data structures and other external components, as well as the source code of the Offers and APIs constitute exclusive and confidential information of LE LABORATOIRE BY SKINSOFT, and You will not disclose this information to third parties, use this information for purposes other than those required for accessing and using the Offers in the normal course of your business, as set out in these Terms, without the prior written permission of LE LABORATOIRE BY SKINSOFT. You will not access or attempt to access the Offers by any means other than the interface provided or authorized by LE LABORATOIRE BY SKINSOFT. You will not engage in any decompilation, disassembly or other reverse engineering, nor attempt to discover, learn or study the structure or organization, underlying algorithms or other internal components, protocols, data structures or other external components, or the source code of the Offers or APIs, unless expressly authorized by applicable law notwithstanding any contractual prohibition to the contrary. LE LABORATOIRE BY SKINSOFT may
make available or provide access to other confidential and exclusive information (marked as such or considered so under the circumstances) to allow You to access or use the Offers, and this information will be considered as Confidential Information of LE LABORATOIRE BY SKINSOFT.
You have only the rights expressly granted to You under these Terms including the Special Terms. All rights not expressly granted are reserved by LE LABORATOIRE BY SKINSOFT which expressly disclaims (and You agree not to assert) any other rights.
You will not take any action, authorize, encourage or assist any third party to take any action inconsistent with this Section 12.
13. Warranty, Disclaimer, Limitations of Liability
13.1. Guarantee
You will indemnify and hold LE LABORATOIRE BY SKINSOFT harmless from all damages (and at the request of LE LABORATOIRE BY SKINSOFT, you will defend it) and guarantee all losses, liabilities, expenses (including attorney’s fees) suffered or incurred by LE LABORATOIRE BY SKINSOFT, by reason of any claim, suit or proceeding arising out of or related to (i) any error or omission related to Your configuration of Your Offer; and (ii) any failure (or alleged failure) to comply with applicable laws (including but not limited to privacy, data protection and employment laws) relating to the personal data of Your Authorised Users included in the usage reports made available to You by LE LABORATOIRE BY SKINSOFT in connection with any Offer or any associated Benefit, including in your account.
13.2 Disclaimer
(a) THE OFFERS (INCLUDING ANY SOFTWARE, CLOUD SERVICE, DOCUMENTATION, API OR OTHER RELATED RESOURCE) ARE PROVIDED “AS IS”, “WITH ALL THEIR DEFECTS”, AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND AND (b) LE LABORATOIRE BY SKINSOFT MAKES NO WARRANTY, STATEMENT, CONDITION OR COMMITMENT OF ANY KIND, EXPRESS OR IMPLIED, ORAL OR WRITTEN, REGARDING THE OFFERS OR ANY DATA OBTAINED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OF OWNERSHIP AND ABSENCE- OF INFRINGEMENT, OR PEACEFUL ENJOYMENT, ANY WARRANTY OR CONDITION IMPLIED BY LAW, OR ANY WARRANTY OR CONDITION BASED ON A TRANSACTION, USE OF TRADE OR INDUSTRY STANDARDS. All statements by LE LABORATOIRE BY SKINSOFT or its agents, representatives or third party service providers regarding the Offers (including statements regarding their functionality or performance) or the Data obtained, or any other communication with You (including ideas, recommendations, advice, assessments, projections, estimates or opinions), which are not contained in these Terms – including any Additional Agreement or Special Terms – are provided for informational purposes only and do not constitute a warranty, representation, condition or other commitment. Without limiting the foregoing, LE LABORATOIRE BY SKINSOFT does not warrant or otherwise warrant that: (i) the Offers or Data obtained, or Your access to or use thereof, are available, uninterrupted, timely, error-free, secure, accurate, reliable or complete, (ii) Offers meet specific performance, availability or service level criteria, (iii) Your Content is not lost or damaged, or (iv) errors or defects are corrected or any special support request is resolved to meet your needs or expectations. Further, for greater clarity, (1) any reference to “unlimited” access, use or storage or other similar terms with respect to an Offer is subject to the technical limitations of the Offer, and (2) some Offers or features may not be available in all locations (including the Territory) or all languages.
13.3 Limitations of Liability
LABORATOIRE BY SKINSOFT CANNOT BE HELD LIABLE (DIRECTLY OR INDIRECTLY) FOR INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES; FOR LOSS OF PROFITS OR INCOME; FOR INTERRUPTION OF ACTIVITY OR LOSS OF USE; THE COST OF ACQUIRING SUBSTITUTE GOODS OR SERVICES OR OTHER COVERAGE; FAILURES OR DEFECTS OF THE DATA OBTAINED; LOSS, CORRUPTION OR DELETION (OR NON-SUPPRESSION) OF THE DATA OR YOUR CONTENT; OR DAMAGE RESULTING FROM FORCE MAJEURE. YOU ACKNOWLEDGE AND AGREE THAT THE EXCLUSIONS AND LIMITATIONS OF LIABILITY IN THESE TERMS CONSTITUTE AN ESSENTIAL PART OF THE AGREEMENT BETWEEN YOU AND THE LABORATOIRE BY SKINSOFT, AND THAT LABORATOIRE BY SKINSOFT WOULD NOT HAVE PROVIDED YOU WITH THE OFFERS WITHOUT YOUR AGREEMENT ON EACH OF THESE TERMS. THE LIMITATIONS OF LIABILITY OF THESE TERMS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TO ANY DAMAGE OR OTHER LIABILITY, WHATEVER THE CAUSE AND WHATEVER THE THEORY OF LIABILITY, WHETHER BASED ON A CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), INDEMNITY, REMEDY, LAW OR OTHERWISE, AND EVEN IF THE BY SKINSOFT LABORATORY WAS INFORMED OF THE POSSIBILITY OF LIABILITY OR IF THE LIABILITY WAS OTHERWISE FORESEEABLE, AND REGARDLESS OF WHETHER THE LIMITED REMEDIES IN THESE CONDITIONS FAIL TO FULFILL THEIR ESSENTIAL PURPOSE.
NOTHING IN THESE TERMS LIMITS OR EXCLUDES THE LIABILITY OF THE BY SKINSOFT LABORATORY IN THE EVENT OF (i) DEATH OR PERSONAL INJURY CAUSED BY INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE OF THE BY SKINSOFT LABORATORY OR (ii) DAMAGE OR LOSS CAUSED BY SKINSOFT FRAUD. IN ADDITION, THE BY SKINSOFT LABORATORY DOES NOT SEEK TO LIMIT YOUR WARRANTIES, OTHER RIGHTS AND REMEDIES, OR THE LIABILITY OF THE BY SKINSOFT LABORATORY FOR DAMAGES OR LOSSES TO THE EXTENT THAT THE LIMITS ARE NOT AUTHORIZED BY APPLICABLE LAW (SUCH AS LEGAL WARRANTIES, CONDITIONS, REMEDIES OR LIABILITIES THAT CANNOT BE EXCLUDED, UNDER APPLICABLE LAW).
14. Term, Termination, Suspension
These Terms shall enter into force on the first date accepted in accordance with Article 1 (Acceptance) above and shall remain in force indefinitely unless they are terminated in accordance with the provisions of these Terms, including this Article 14.
14.1 Your right to terminate
You may terminate Your subscriptions and these Terms if LABORATOIRE BY SKINSOFT commits a material breach of these Terms and fails to remedy it within forty-five (45) days of written notice of the breach.
14.2 SKINSOFT’s right to terminate or suspend a Subscription or Account
LE LABORATOIRE BY SKINSOFT may terminate (or disable or suspend Your access to and use of) all or part of Your subscriptions or other Offers, or terminate these Terms and Your account, if (a) You do not have a paid subscription in progress; (b) You have not paid in a timely manner the amounts (including fees and taxes) due to LE LABORATOIRE BY SKINSOFT; (c) You – including any of your Authorized Users – have committed any other material breach of these Terms and are unable to remedy it within 30 days of written notification of the breach; or (d) You are subject to bankruptcy
or insolvency proceedings, become insolvent, enter into an arrangement with or affecting Your creditors (including an assignment for the benefit of the creditor) or begin a liquidation process. These Terms will automatically terminate without notice or action from LE LABORATOIRE BY SKINSOFT if You are subject to liquidation. LE LABORATOIRE BY SKINSOFT may also immediately disable or suspend Your access to and use of the Offers and Your Content if it believes in good faith that Your conduct (or that of Your Authorized Users) or Your inaction, or Your Content, may (i) pose a security risk, constitute illegal activity or have a negative impact on the Offers, systems or other users, (ii) constitute or permit falsification, remove, disable or otherwise limit the effectiveness of any technical protection, or (iii) engage the responsibility of LE LABORATOIRE BY SKINSOFT or its suppliers, resellers, distributors, users or similar third parties.
14.3 Effect of Termination of a Subscription
Upon the expiration or termination of a subscription or any Offer for any reason, Your rights in connection with such Offer, including any Software license, access to the Service, and associated Benefits, will terminate. You therefore terminate all access and use of the Offer and uninstall all copies of the resources associated with said Offer (including the Software, Documentation, associated APIs and any resources provided by LE LABORATOIRE BY SKINSOFT). In addition, at the request of LE LABORATOIRE BY SKINSOFT, You must destroy all such copies or return them to LE LABORATOIRE BY SKINSOFT or to the party from which You acquired the Offer. You must keep proof of the return or destruction of such copies. In connection with the expiration or termination of a subscription, (a) for Your convenience and for certain Services, LE LABORATOIRE BY SKINSOFT may provide You with a short period (e.g., thirty (30) days) during which You may recover Your Content following the expiration or termination of the Cloud Services, subject to compliance with these Terms and payment of any applicable fees (for example, ongoing professional services fees for LE LABORATOIRE BY SKINSOFT support), and (b) otherwise, LE LABORATOIRE BY SKINSOFT may remove any Your Content without prior notice, including the backup copies and other copies mentioned.
14.4 Effect of Termination of Terms or Account
Upon termination of these Terms for any reason whatsoever, (a) Your account and Your subscriptions and other Offers, including those of Your Authorized Users, will immediately terminate, and (b) the effects described hereinabove with respect to the expiration or termination of a subscription or other Offer will apply to all subscriptions and other Offers related to Your account. Your payment obligations, Your liability to any person who obtains, accesses or uses the Offers through Your intermediary or Your account including Your Authorised Users (including the liability provided for in Article 3), and the following sections of these Terms will survive termination for any reason: Section 3 (Your Account); Section 4 (Your Data); Section 7.3 (Use of Your Content); Section 7.4 (Collaboration and Sharing of Your Content) ; Article 10 (Restrictions on use); Article 11 (Confidentiality); Article 12 (Property rights of LE LABORATOIRE BY SKINSOFT); Article 13.2 (Disclaimer); Article 13.3 (Limitations of liability); Article 14.3 (Effect of termination of a Subscription) ; this Article 14.4; Article 15 (Amendments), Article 16; Article 17; Article 18; Article 19; Article 20; Article 21; Article 22; Article 23; Article 24.
15. Amendments
15.1 Changes to the Offers
LE LABORATOIRE BY SKINSOFT reserves the right, from time to time, to (a) modify, discontinue or replace an Offer (including any Benefits, elements, features or support services related to the Offer), or (b) add or modify license keys, authorizations or other means to control or measure access to or
use of the Offerings. LE LABORATOIRE BY SKINSOFT will endeavour to inform You of any major changes to an Offer in the applicable release notes or other Offer Documentation.
15.2 Amendments to Conditions
In accordance with applicable law, LE LABORATOIRE BY SKINSOFT reserves the right – and You acknowledge that LE LABORATOIRE BY SKINSOFT has the right – to amend these Terms. LABORATOIRE BY SKINSOFT will endeavour to inform You of any changes to these Terms (“Notification of Changes to the Terms”). It is your responsibility to regularly review the Site or Application for updates, including Notification of Changes to the Terms. Unless otherwise expressly provided in these Terms, if a change in the Terms has a material adverse effect on You and You do not accept the change, You can reject it by informing LE LABORATOIRE BY SKINSOFT of this rejection within 30 days of the Notification of Modification of the Conditions. If You refuse a change in these circumstances, (a) Your access and use of any Offer affected by the change will continue to be governed by the terms in effect immediately prior to the change (except to the extent that the change was made for security, confidentiality or legal compliance reasons, in which case the change will take effect immediately) until the earlier of: (i) the end of the Offer Term, or (ii) 90 days after the Notice of Change to the Terms; and (b) Your rights in such Offers, including the associated Subscription Benefits, will then terminate. In the event of such termination on your part, LE LABORATOIRE BY SKINSOFT will not refund you (Or will refund the pro-rated portion of the prepaid fees applicable to the remaining Offer Term of Your Subscription for the Affected Offers after the effective date of termination). In any case, if a subscription is renewed or extended, it will be under the Terms then in force. You may send Your rejection notification by email with acknowledgement of receipt (within the thirty (30) calendar days described above) to the following email address contact@lelaboratoirebyskinsoft.com or in any other manner specified in the Notification of Modification of the Terms.
Notwithstanding the foregoing, if the Special Terms, Offer Types and Benefits, or other policies include different terms or procedures to modify them, the modification may, at the discretion of LE LABORATOIRE BY SKINSOFT, be treated as described herein.
You acknowledge that your commitments with respect to the Offers and Benefits of the Subscription do not depend on the provision of future items or features or verbal or written statements about future items or features.
16. Language of Terms, Translation
The French version of these Terms will be used for the purposes of interpreting these Terms, and notifications or other communications in connection with these Terms will be provided in French. Any reference in these Terms to the term “day” will be understood as calendar days, unless otherwise stated. The terms “including”, “including”, “including”, and “for example”, and any terms of similar scope, are not limiting or exclusive and will be considered to be followed by “without limitation”, whether or not the language in question is included. Sections and other headings are for reference only and may not be used to interpret the meaning of any provision. The other rights and remedies provided for in these Terms are cumulative and do not exclude other rights or remedies applicable under applicable law.
17. Force majeure
The Parties shall not be liable for any delay or failure in the performance of their obligations due to unforeseen circumstances or causes beyond the reasonable control of the Parties, including natural
disasters, earthquakes, fires, pandemics, floods, sanctions, embargoes, strikes, lockouts or other social conflicts, civil unrest, unavailability or delay of suppliers or licensors, riots, terrorist acts or otherwise malicious or criminal, war, failures or interruptions of the Internet or the Internet connections or infrastructures of third parties, power cuts, actions or orders of civil and governmental authorities and dangerous weather phenomena («Force majeure»). The Party concerned shall promptly notify the other Party in writing, to the extent possible, of its failure to perform and shall use all reasonable efforts to limit the delay in performing the Party.
18. Exporting
When obtaining, using or accessing an Offer, You comply with export control and international trade laws and regulations in France and any other country whose laws apply to You or Your Content. You will not access or use an Offer from a location subject to sanctions by France or if You are on the French government’s restricted party list. You may not provide LE LABORATOIRE BY SKINSOFT with content or materials (including Your Content) that constitute classified information. You may not provide LE LABORATOIRE BY SKINSOFT with content or materials that cannot be legally transferred from Your location to France or from France to Your location. You are solely responsible for complying with all export control requirements applicable to Your Content and You may not use any Offer to make Your Content or any other content or document available to any country, an entity or other party that cannot legally receive them under French law and any other applicable law. LE LABORATOIRE BY SKINSOFT reserves the right to suspend or terminate Your Offers in the event of non-compliance with requests for additional guarantees relating to export control or if LE LABORATOIRE BY SKINSOFT determines, in its sole discretion, sanctions and/or export control laws and regulations restrict the provision of products, services and/or other financial benefits.
19. Compliance Verification
LABORATOIRE BY SKINSOFT reserves the right to verify Your compliance with these Terms and may, at its discretion, do so by sending you a report regarding Your non-compliant use of the Offers and/or by conducting a remote or on-site audit (an action of this type being referred to as an “Audit”).
If a remote or on-site audit is required, LABORATOIRE BY SKINSOFT or its representative will inform You in writing electronically. You must use a tool approved by LE LABORATOIRE BY SKINSOFT to collect information on all devices accessing Your Offerings and obtain any necessary access and consent from Your Authorized Users. Within fifteen (15) calendar days of notification of the audit, You must submit Your audit results to the notifying party. The audit results must include machine IDs, serial numbers, LE LABORATOIRE BY SKINSOFT IDs, NT/Windows username, device ID and other information related to Your Offerings.
Failure to comply with this Section 19 constitutes a material breach of these Terms. LE LABORATOIRE BY SKINSOFT reserves the right to suspend and/or terminate Your access to the Offers as set out in Article 14.2 above, as well as to exercise any other remedy available at law, as set out in Article 24 (Applicable Law, Dispute Resolution) below.
20. Assignment
You may not assign or transfer these Terms, Your rights or obligations without the prior written consent of LE LABORATOIRE BY SKINSOFT, who may terminate these Terms – including Your rights – if You are acquired or come under the control of any other person or entity (whether through share acquisition, merger or other transaction) without the written consent of LE LABORATOIRE BY
SKINSOFT. LE LABORATOIRE BY SKINSOFT may assign or transfer these Terms – without Your consent or notice – in connection with a reorganization, merger, sale of assets or any other transaction involving all or part of the Offers or related activities.
21. Autonomy of contractual stipulations
If and to the extent any provision of these Terms is found unenforceable under applicable law, (a) such provision shall be deemed amended to comply with applicable law, and (b) this provision shall be without effect only for the jurisdiction in which it is held unenforceable without affecting its applicability in any other jurisdiction.
22. Notifications
Any notification sent by you to LE LABORATOIRE BY SKINSOFT will be sent by post with acknowledgement of receipt or by email with acknowledgement of receipt or by delivery service to: contact@lelaboratoirebyskinsoft.com.
Unless otherwise expressly stated in these Terms (including any Additional Agreement or Special Terms), any notification that LE LABORATOIRE BY SKINSOFT will send to You will be (a) sent by e-mail toregistered mail associated with Your account, (b) by publication on Your account, (c) by publication in connection with an Offer (for example, via a notification function in the Offer or a login notification), (d) by post or delivery service to the address associated with Your account, or (e) in any other manner deemed reasonable by LE LABORATOIRE BY SKINSOFT and which implies a specific notification to Your intention. The notifications that LE LABORATOIRE BY SKINSOFT addresses to You (i) will be effective one day after they are sent in the case of notifications sent by email and (ii) in the case of other notifications, five (5) days after their publication or sending. You hereby agree that the notices shall be sent to You by registered letter to the address indicated in your Customer Information Form (or, if no Customer Information Form has been provided, to your last known address by LE LABORATOIRE BY SKINSOFT) if applicable laws permit.
23. Entire Agreement, Not Waived
These Terms, including any Additional Agreement and any Special Terms – which are incorporated by reference into these Terms – constitute the entire agreement between You and LE LABORATOIRE BY SKINSOFT and merge and replace all agreements, discussions, communications, representations, warranties, advertisements or prior agreements with respect to the subject matter hereof. Any access to or use of an Offer is expressly conditioned upon the application of these Terms, and any other Terms are expressly excluded.
In the event of a conflict between these Terms and Conditions and the Special Conditions, the latter shall prevail with respect to their subject matter. In the event of any conflict between these Terms or the Special Terms and the Supplemental Agreement, the Supplemental Agreement shall prevail with respect to its subject matter within the limits of what it provides.
Failure to enforce any provision of these Terms shall not constitute a waiver of such provision, unless such waiver is specified in writing and signed by the party in respect of which the waiver is invoked.
24. Applicable Law, Dispute Resolution
By express agreement between the Parties, these Terms are subject to French law.
These Terms are governed exclusively by French law and will be interpreted in accordance with French law, as well as any non-contractual request in connection with these Terms.
Any dispute or dispute related to the existence, the validity, interpretation or performance of these Terms – and/or of a Supplementary Agreement and/or Special Terms – shall be subject to the exclusive jurisdiction of the French courts under the jurisdiction of the Paris Court of Appeal.
25. Definitions
“Additional Agreement” means any agreement signed directly with LE LABORATOIRE BY SKINSOFT that expressly supplements or amends the Terms (for example, a corporate commercial contract).
“LE LABORATOIRE BY SKINSOFT” means LE LABORATOIRE BY SKINSOFT (Canada) and its subsidiaries and other affiliates.
The term “Benefits” refers to all the benefits made available to you or to Your Authorized Users by LE LABORATOIRE BY SKINSOFT. They are generally based on the type or level of Offer You subscribe to. They may include access to updates and upgrades, prior release rights, additional Software or Cloud Services, pre-release versions, APIs, global usage rights, technical support, training, webinars, forums, events, galleries, newsletters and usage data. They may also include account benefits such as single sign-on and management of your profile, security settings, linked accounts, and preferences.
The term “Terms” (including “these Terms”) means these Terms and other terms referenced in these Terms, including the Special Terms and the Supplemental Agreement (if any), as well as any other applicable conditions.
“Documentation” means the end-user documentation then in force (including online, print or other documentation) and any technical or legal requirements relating to an Offer.
The term “Data Obtained” means all results, work products, drawings, prototypes or other elements created or generated by, or by the use of, any Offer, including products, parts or services based on or using such results, work products, drawings, prototypes or other elements.
“Public entity” means any nation or government and any entity, body, agency, commission, department, council, office or judicial body under the control of the government, and any employee or officer of the government.
“Customer Information Form” means a form that You have personally completed or that has been completed on Your behalf and that has been sent to LE LABORATOIRE BY SKINSOFT (or to a reseller, distributor or other third party), directly or indirectly, as part of your Account, subscription or other Offer.
The term “Offer Identification” means one or more designations of LE LABORATOIRE BY SKINSOFT that define (where applicable) the name of an Offer, the Offer Type, as well as the number, Territory and duration of Your subscription. The Identification of the Offer may be (a) provided in a written confirmation or other notice sent to You by LE LABORATOIRE BY SKINSOFT, validated on Your account, transmitted by email or otherwise made available to You; (b) located in the Offer LE LABORATOIRE BY SKINSOFT; or (c) obtained from LE LABORATOIRE BY SKINSOFT on request.
“Indicators” means data and other information regarding access to and use of any Offer (including Your access and use). Metrics include information about the use of items, functions, storage, and indexes, as well as information about the use, volume, type, storage, and processing of Your Content (but not Your Content itself). If they include personal data, they will be processed in accordance with the Privacy Statement.
“Confidential Information” means information that is not generally known to the public and that is (a) made available or disclosed by a Disclosing Party to a Receiving Party in writing; and (b) designated by the Disclosing Party in writing as Confidential. However, Confidential Information does not include (i) any information that (1) becomes generally known to the public without breach of an obligation to the Disclosing Party; (2) was known to the receiving Party before the receiving Party received it from the disclosing Party without breach of any obligation (and without obligation of confidentiality) to the disclosing Party; (3) is received from a third party without breach of any obligation (and without any obligation of confidentiality) to the Disclosing Party; or (4) has been developed independently by the Receiving Party; (ii) none of Your Content that You have sent to a third party, which You have allowed access to by the latter, through an Offer; and (iii) no comment. In all cases, the Confidential Information of LE LABORATOIRE BY SKINSOFT includes non-public aspects (A) of any Offer and any related product plan, technology and other technical information (including APIs and any element of Your Development using, disclosing or based on the use of APIs) and (B) commercial negotiations.
The Confidential Information includes, without limitation and without need for LE LABORATOIRE BY SKINSOFT to recall this confidential character, data, know-how, statements, studies and documents, computer codes and technical specifications, operational and commercial software and services, identifiers allowing users to connect to the software, as well as all information and documents subject to an Intellectual Property Right of LE LABORATOIRE BY SKINSOFT.
The term “Software” refers to any software, application or similar resource, including modules, components, elements and functions, made available by LE LABORATOIRE BY SKINSOFT, whether or not it is provided as part of a subscription and whether or not it is paid. The Software includes Updates and Upgrades.
“Updates” means security patches, hot fixes, patches, and other updates (including new features, functions, and other changes published between Upgrades).
“Upgrades” means new versions of the Offers, add-ons or additional products associated with the Offers, as determined by LE LABORATOIRE BY SKINSOFT.
The term “Offers” refers to the Software, Cloud Services and Benefits provided by LE LABORATOIRE BY SKINSOFT, as well as all subscriptions for these elements.
“Service Cloud” means a web or cloud-based service made available by LE LABORATOIRE BY SKINSOFT, whether or not it is provided as part of a subscription and whether or not it is provided for a fee. These Services may include software as a service (SaaS) and remote data storage or processing.
The term “Territory” refers to the country or jurisdiction where You acquired Your subscription. LE LABORATOIRE BY SKINSOFT may indicate the Territory concerned in an Identification of the Offer.
The term “Offer Type” refers to the type of license specified by LE LABORATOIRE BY SKINSOFT for a subscription (for example, single-user, multi-user or Flex).
“Authorized Users” or “Your Authorized Users” means (a) You (if You are an individual) and (b) Identified Persons (such as Your individual employees, consultants and subcontractors and other persons accessing and using an Offer) for which You have subscribed to an Offer. If an Offer allows You to designate Authorized Users for that OfferYou will be responsible for providing notice to such Authorized Users and obtaining their agreement to the application of these Terms to their access and use of this Offer prior to their access and use.
“Your Content” means (a) all files, photographs, texts, drawings, models, datasets, images, documents or similar materials that You (or Your Authorized Users) submit or transmit as part of an Offer and (b) Your specific Data obtained generated by the use of any Offer based on Your own data or raw information.