IPSTAT Services – General terms and conditions

These general terms and conditions govern the access and use of the Services provided by IPSTAT.

1. DEFINITIONS

Contract means the whole contract composed of these General Terms and Conditions

Customer means the individual or legal entity who legally uses the IPSTAT Services

Start Date means the date on which the Contract enters into force

IPSTAT Services means Software Services proposed by IPSTAT.

IPSTAT Software means the SaaS software made available through the IPSTAT website and all its modules

Software Services means the rights granted by IPSTAT to the Customer to access and to use IPSTAT Software modules within the framework of the Contract

User means any employee interns, sub-contractors, or agents of the Customer who will be benefiting the IPSTAT Services, within the limits set forth in the Contract.

Account means a login account accessible through an individual login and password, which may be used by a User.

2. ACCESS TO SOFTWARE SERVICES

2.1. Modalities of access to Software Services

Access to Software Services is made by means of one or more Accounts. The Customer expressly acknowledges that the Accounts, are only valid and usable for the Users of the Customer. The Customer acknowledges that it is responsible for the assignment and management of the Users and their use of the Accounts. It undertakes to respect the identification and authentication process implemented with IPSTAT. 

The Customer acknowledges that it is responsible for the confidentiality, use and consequences of the use of its Accounts and the compliant application of the Contract by the Users.. The Customer shall be deemed responsible if its Accounts were to be used by any non-validated third Party. The Customer must inform its Users that they are only authorized to use the Accounts within the stipulations of the Contract and only within the framework of the missions carried out for the Customer. If the Customer or IPSTAT become aware of any unauthorized use, they undertake to immediately get in contact, and IPSTAT may require the Customer to pay a supplementary seat if the situation is not resolved shortly. 

IPSTAT may at any time perform an audit of the Users accounts, login and passwords and of the use of Software Services. If this audit reveals any misuse of the Software Services, IPSTAT may, if it deems fit and according to Article 2.2, suspend or terminate the Contract without prejudice to any other remedies.

The Customer acknowledges that, before entering into this Contract, it was able to perform the necessary in-house tests to be satisfied as to the compatibility of the network infrastructure and the IT equipment of the Users who will be using the Software Services. The Customer is fully responsible for provisioning and commissioning the equipment, both hardware and software, necessary for accessing the Software Services via the internet. The Customer is also responsible for any disruption that may occur through the fault of its internet service provider, including any unavailability or slowdown in the response time of the Software Services.

2.2. Suspension or Termination of access to Software Services

In the event where the Customer does not comply with the Contract, IPSTAT reserves the right to suspend or terminate access to Software Services, depending on the severity of the breaches found. It is expressly agreed that if any limit provided in the restrictions of use of Software Services is exceeded or in case of any non-payment of an invoice on its due date, this may give rise, at IPSTAT’s entire discretion and without further notice to the Customer, to the suspension or termination of the Customer’s access to Software Services. A suspension of access can only be lifted with IPSTAT’s agreement and will give rise, where appropriate, to additional service charges at the Customer’s expense. 

2.3. Hosting

The IPSTAT Software and all related data are hosted on IPSTAT’s own servers hosted by a reputable third-party and on a platform leased by IPSTAT. IPSTAT may choose to retain and archive the Customer’s connection information (logs), in order to reconstitute possible bugs, to deal with login or storage functions or to develop or upgrade the web application used for the Software Services.

2.4 Backups and reversibility

VERY IMPORTANT: 

Throughout the performance of the Contract (i) the Customer must export itself, on the media of its choice, all or part of the data stored on the IPSTAT Services it wishes to keep a copy of at the end of the contractual period of access to the IPSTAT Services, and (ii) IPSTAT shall make its best efforts to keep such data in a complete, secure and confidential manner, given that IPSTAT may not be held liable for any direct or indirect damage suffered by the Customer due to the full or partial loss or damage to such data.

After the term of the Contract, IPSTAT shall not be liable for the return of any data whatsoever to the Customer. However, during a period which may not exceed two (2) months after the term of the Contract, , the Customer may ask IPSTAT about a possible transfer of its data, subject to the payment of costs for archive searches, being expressly underlined that no guarantee of any nature is given by IPSTAT as to the effective delivery of such data, which IPSTAT is intended to destroy at the term of the Contract.

3. MODIFICATIONS TO THE SCOPE OF IPSTAT SERVICES

The Customer acknowledges that IPSTAT reserves the right to develop or modify the Software Services. These modifications will be notified by publication on the IPSTAT website where the Software Services are accessible or at such other URL chosen by IPSTAT and notified to the Customer from time to time or by any other appropriate means. 

The information available through IPSTAT’s databases may change at any time, without notice, on the basis of new information made available to IPSTAT, in particular by intellectual property offices. Their accuracy, availability and updating depend in particular on the speed at which such information is made available by these offices.  

4. INTELLECTUAL PROPERTY

4.1. IPSTAT’s intellectual property rights

Without prejudice to the full applicability of the other provisions of the Contract, the Customer declares and acknowledges that IPSTAT is the sole owner of the intellectual property rights on the various components of the Software Services (software, graphical interface, database, etc.), either originally or under licenses grants that IPSTAT holds in agreement with third-party database producers. IPSTAT’s intellectual property rights comprise, in particular, the copyrights held by IPSTAT of said components, as well as the rights IPSTAT holds as database producer.

The Customer undertakes to use all or part of the Software Services only within the normal framework of its professional activity and shall refrain from disseminating, resending, communicating, duplicating or reselling the information resulting from the Software Services (the “Information”) to third parties, outside of the conditions set forth in the Contract. The Customer hereby grants third-party database producers the right to enforce or assert all or part of the provisions of the Contract on their own behalf.

4.2. Rights granted to the Customer for the use of the Software Services

Under the Contract, IPSTAT grants the Customer the non-assignable and non-exclusive right to access on-line and use the Software Services under its Order, for its internal use, for the purposes of implementing their software features. The right to use the Software Services may not be sub-licensed, transferred or transmitted by any means whatsoever by the Customer to any third party to this Contract. Any attempt of assignment or transfer shall be null and void, without legal value and without effect.

Notwithstanding the “User” definition, nothing in the Contract may be construed as granting the Customer the right to authorize a third party, including partners and companies affiliated with the Customer through a majority or minority interest, (i) to access and/or use the Software Services, (ii) to obtain or redistribute copies, in electronic or paper form, of documents resulting from IPSTAT’s databases accessible by the Software Services without IPSTAT’s prior written agreement, except in the cases required by law. 

The Customer undertakes not to use, directly or indirectly, the Software Services and content of IPSTAT’s databases to build or supply a commercial electronic information service or to create databases or any other derivative work using all or part of the content of the Software Services or to make them available to a competitor of IPSTAT.

The fair and reasonable use of the Software Services by the Customer is a decisive condition of the Contract. 

The obligation to name IPSTAT (© IPSTAT) as the source of the Information from its databases applies, for the Customer, to any public presentation making use of such data.

4.3 Customer’s declarations

The Customer shall not decompile, disassemble, reverse engineer, modify, decode or copy the IPSTAT Software.

The Customer declares and acknowledges that on the expiry of the Contract, for any reason whatsoever, any concession of the right to access and use the Software Services will immediately end.

4.4 Data Ownership and Confidentiality

All data provided by the Customer is the exclusive property of the Customer. 

Customer provided data is contractually considered as confidential. IPSTAT undertakes not to disclose such data to third parties, both during the period of performance of the Contract and for ten (10) years after its expiry. However, it is expressly agreed that IPSTAT is allowed by the Customer to use analytic and/or anonymized data provided by the Customer or resulting from its use of IPSTAT Services for analytic and statistical uses in order to refine its own data, databases and software applications

As a general rule, if the Customer requests, within the framework of its use of the Software Services, the advice or contributions of third parties, it is advised to ensure that these exchanges are confidential, to avoid any unwanted disclosure that may, in particular, be likely to jeopardize the patentability of its confidential innovative information.

5. TERM OF THE CONTRACT

The Contract shall enter into force on the Start Date and shall continue to run until its term.

The Contract will then be renewed for successive renewal periods of one (1) month if monthly payment is chosen or of one (1) year if a yearly payment is chosen, unless terminated by either party by written notice.

In the case of renewal, it is expressly agreed between the parties that the terms and conditions of this Contract will also be renewed, being understood that such   terms and conditions may be updated on the website where the Software Services are accessible or at such other URL chosen by IPSTAT and notified to the Customer from time to time.

9. FINANCIAL TERMS

9.1. Billing

IPSTAT will invoice all the IPSTAT Services to the Customer, along with all applicable taxes. No amount may be withheld by the Customer (in particular with regard to the payment of any tax) without the prior communication to IPSTAT of supporting documents clearly justifying the legal enforceability of such withholding.

All prices in this Contract are exclusive of tax. 

Unless otherwise specified in the Order, the Customer will be invoiced for the full price of the IPSTAT Services Start Date. For renewals, the Customer will be invoiced for the full price of the annual or monthly total due on the date of entry into force of such renewal, with regard to the total of IPSTAT Services renewed by the Customer. 

Unless otherwise specified in the Order, the Customer will be invoiced for the full price of any additional Professional Services on the signature of the corresponding quote.

9.2. Payments

Payment are due upon receipt of the IPSTAT invoices, within thirty (30) days after the date of invoice for the entire period invoiced. Any dispute or disagreement concerning an invoice must be notified by the Customer by letter or email to the addresses appearing on the cover page of the Contract, within thirty (30) days from the invoice date. 

All payments must be made in the currency in which the invoice was issued and must be made by wire transfer. Amounts which remain unpaid for more than thirty (30) days after the invoice date will give rise to the invoicing of penalties equal to three (3) times the French legal interest rate in force on the due date. The Customer undertakes to pay a lump sum compensation for recovery costs of forty (40) euros.

9.3. Modification of prices

IPSTAT may adjust the Software Services fixed fee on each renewal. Beyond an annual increase of ten percent (10%) for unchanged Software Services scope, if the Customer considers that such a modification is unacceptable, the Contract will be immediately terminated by the Customer by written notice sent to IPSTAT within the first thirty (30) days of the Renewal Period. The mere fact of continuing to use the Software Services beyond this thirty (30)-day period will be deemed a final acceptance by the Customer of the price change.

10. LIMITATIONS OF WARRANTIES AND LIABILITY

10.1. ABSENCE OF WARRANTIES

IPSTAT DOES NOT GRANT ANY WARRANTY, EXPRESS OR IMPLIED, RELATING TO THE IPSTAT SERVICES AND THEIR FEATURES, TO ANY INFORMATION (SUCH AS RELEVANCE OF A CITATION, PROBABILITY OF OCCURENCE, POTENTIAL COST, …) OR CARTOGRAPHY OF INFORMATION THE CUSTOMER WILL OBTAIN USING THE IPSTAT SERVICES AND, IN PARTICULAR, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY CONCERNING OWNERSHIP, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY THAT THE INFORMATION IN IPSTAT’S DATABASES OR PROVIDED BY IPSTAT IS ACCURATE OR COMPLETE. THE IPSTAT SERVICES, THE DATABASES OF THE SOFTWARE SERVICES AND THE INFORMATION FROM THE DATABASES ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTY OF ANY KIND.

FURTHER, IPSTAT GIVES NO WARRANTY OR ASSURANCE AND MAKES NO DECLARATION RELATING TO THE USE, OR THE RESULTS OF THE USE OF THE IPSTAT SERVICES AND DATABASES. THE ENTIRE RISKS AS TO THE RESULTS AND PERFORMANCE OF THE IPSTAT SERVICES ARE ASSUMED BY THE CUSTOMER. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY IPSTAT SHALL CREATE ANY WARRANTY OR INCREASE IN ANY WAY THE SCOPE OF THIS ABSENCE OF WARRANTY AND THE CUSTOMER MUST IN NO CASE RELY ON SUCH INFORMATION OR ADVICE.

MORE GENERALLY, THE CUSTOMER DECLARES THAT IT ACCEPTS THE CHARACTERISTICS AND LIMITS INHERENT TO THE INTERNET, AND IN PARTICULAR ACKNOWLEDGES:

• THAT THE ACCESS TO OR USE OF THE IPSTAT SERVICES IS CARRIED OUT AT ITS RISK, 

• THAT IPSTAT WILL IN NO EVENT BE HELD RESPONSIBLE FOR THE THEFT OF INFORMATION TO THE DETRIMENT OF THE CUSTOMER OR USES OF IPSTAT SERVICES WHICH MAY BE COMMITTED BY UNAUTHORISED USERS,

• THAT IT MUST TAKE ALL NECESSARY MEASURES TO ENSURE THAT THE TECHNICAL CHARACTERISTICS OF ITS EQUIPMENT ARE COMPATIBLE WITH THE TECHNICAL STANDARDS OF ACCESS TO THE INTERNET, WITH ITS INTERNET SERVICE PROVIDER AND WITH THE IPSTAT SERVICES,

• THAT IT IS RESPONSIBLE FOR ANY DAMAGE SUFFERED BY ITS HARDWARE OR SOFTWARE, OR FOR ANY LOSS OF DATA CONSECUTIVE TO THE ACCESS AND/OR USE OF THE IPSTAT SERVICES. 

10.2 LIMITATION OF LIABILITY

IPSTAT WILL NOT BE HELD RESPONSIBLE VIS-A-VIS CUSTOMERS OR ANY PERSON ACTING UNDER OR THROUGH A CUSTOMER (INCLUDING USERS) FOR ANY CLAIMS THAT MAY ARISE SUBSEQUENT TO ANY LOSS, INJURY, COMPLAINT, DAMAGES OR LIABILITY OF ANY NATURE SUFFERED IN ANY WAY WHATSOEVER DUE TO (A) THE USE MADE BY THE CUSTOMER OF THE IPSTAT SERVICES; (B) ERRORS OR OMISSIONS IN THE INFORMATION POSSIBLY PROVIDED BY IPSTAT, (C) FAILURES OR INTERRUPTIONS PREVENTING THE POSSIBILITY TO ACCESS ALL OR PART OF THE IPSTAT SERVICES OR; (D) UNFORESEEN CIRCUMSTANCES BEYOND THE CONTROL OF IPSTAT. IN ADDITION, IPSTAT WILL IN NO CASE BE LIABLE VIS-A-VIS THE CUSTOMER OR ANY OTHER PERSON, FOR ANY MEASURE TAKEN BY THE CUSTOMER BASED ON SUCH INFORMATION OBTAINED FROM THE DATABASES ACCESSIBLE THROUGH THE IPSTAT SERVICES OR BY MEANS OF ANY OTHER SERVICES WHICH MAY SUBSEQUENTLY BE PROVIDED.

IPSTAT SHALL NOT BE HELD LIABLE, AND ANY OTHER PERSON HAVING PARTICIPATED IN THE CREATION, PRODUCTION OR DELIVERY OF THE SOFTWARE SERVICES SHALL NOT BE HELD LIABLE, FOR ANY DIRECT, INDIRECT, MATERIAL, IMMATERIAL, CONSEQUENTIAL OR ACCESSORY DAMAGE (IN PARTICULAR DAMAGE DUE TO THE LOSS OF BUSINESS PROFITS, INTERRUPTION OF ACTIVITY, LOSS OF BUSINESS INFORMATION AND OTHER SIMILAR DAMAGE) SUFFERED DUE TO THE USE OF THE IPSTAT SERVICES OR THE IMPOSSIBILITY TO USE THEM, EVEN IF IPSTAT WAS INFORMED THAT SUCH DAMAGE WAS LIKELY TO OCCUR. THE CUSTOMER ASSUMES SOLE RESPONSIBILITY FOR ANY USE OF THE IPSTAT SERVICES AND UNDERTAKES TO COMPENSATE AND NOT TO HOLD IPSTAT LIABLE FOR ANY CLAIMS ISSUED BY ANY PERSON AS A CONSEQUENCE OF THE USE OF THE INFORMATION UPLAODED, USED OR DISPLAYED BY THE CUSTOMER.

10.3 CONVENTIONAL LIMITATION PERIOD – LIABILITY LIMIT

WITHOUT PREJUDICE TO THE APPLICATION OF ANY OTHER CONTRACTUAL STIPULATION, ANY PROCEEDINGS RELATING TO THE IPSTAT SERVICES OR TO THE CONTRACT BROUGHT AGAINST IPSTAT MUST BE INITIATED WITHIN TWELVE (12) MONTHS FOLLOWING THE EVENT GIVING RISE TO THE ALLEDGED LIABILITY. 

THE LIABILITY OF IPSTAT IS, IN ANY EVENT, LIMITED TO THE AMOUNTS INVOICED TO THE CUSTOMER AND PAID BY IT FOR THE USE OF THE IPSTAT SERVICES DURING THE PAST TWELVE (12) MONTHS.

11. PERSONAL DATA

11.1. Protection of personal data

The Parties undertake to act in accordance with the Regulation (EU) 2016/679 of the Parliament and of the Council of April 27^th, 2016 and any legislation or regulation on the protection of personal data applicable to processing carried out pursuant to the Contract.

The data entered by the Customer to access the Software Services are integrated in a database accessible to IPSTAT so that it may take any appropriate measure within the framework of requests for information, the management of billing and the operation of the Software Services. The collection of personal information is mandatory to identify Users authorized to access the Software Services on behalf of the Customer and to enable IPSTAT to manage its customer portfolio. 

IPSTAT will comply will all the obligations stipulated in the applicable data privacy regulations and will implement and maintain throughout the term of the Contract all technical and organizational measures adapted to the nature of personal data processed and the risks presented by any processing carried out.

Upon expiry of this Contract or in the event of early termination for any reason whatsoever, and at any time at the Customer’s request, IPSTAT shall destroy, within an appropriate period of time and not exceeding six (6) month, all personal data that it may have been required to process, in any form whatsoever, for the purpose of performing the Contract.

Any person which personal data was provided by the Customer to IPSTAT may request, depending on the case, that any of their personal data which is inaccurate, incomplete, ambiguous, outdated or for which the collection or use, communication or storage is prohibited, is rectified, completed, updated, locked or deleted. These rights may be exercised by email sent to the address [email protected].

12. TERMINATION

If one of the parties breaches a provision of the Contract and said breach is not remedied within thirty (30) days of receipt of formal notice by registered letter with acknowledgement of receipt, the other party will be entitled to terminate the Contract by right, without prejudice to any other remedy. 

IPSTAT may also unilaterally terminate the Contract with immediate effect, in the event where:

• A company which is a direct competitor of IPSTAT takes control of the Customer.
• The Customer irreparably breaches a provision of the Contract.

VERY IMPORTANT: 

With regard to a possible early termination of the Contract, the Customer is invited to refer to Article 4.2 of the Contract concerning the export of its data and limited conditions of reversibility.

13. PREVALENCE OF THE CONTRACTUAL STIPULATIONS

If the Customer issues a purchase order or similar document, such purchase order or document will be regarded as being issued only for the purposes of the Customer’s internal accounting, and shall in no way alter the terms of the Contract, or add or delete other terms. If any provision of the Contract is found to be invalid, unenforceable or illegal for any reason, the validity and application of all other provisions will not be affected and such invalidated stipulation will be replaced by a stipulation with a meaning as close as possible to the invalidated stipulation. 

14. PROFESSIONAL REFERENCE

Unless previously excluded in writing, the Customer authorizes IPSTAT to use its trade name and logos as a professional reference in its client lists and for promotional communications on brochures and electronic media. The Customer will be free, at any time, to ask IPSTAT to cease, with a two (2) month notice, to use its trade name and logos as a professional reference, being underlined that every material support edited before this request will be considered as validly edited and duly distributable. 

15. ENTIRE AGREEMENT

The Contract constitutes the entire agreement between the parties and prevails over any other previous proposal or agreement concluded between them concerning its subject matter. Before the signature of the Contract, verbal or written statements relating to the IPSTAT Services may be made by the employees and agents of IPSTAT. These statements do not in any case constitute guarantees or assurances and are not part of the Contract.

If IPSTAT is no more in a position to provide some of the IPSTAT Services (for example if one of its suppliers is no longer able to deliver services necessary to the IPSTAT Services), the parties will discuss in good faith of a new calibration of the applicable financial terms (with a pro rata baseline in mind).

16. APPLICABLE LAW – ATTRIBUTION OF JURISDICTION

THE CONTRACT IS GOVERNED BY THE LAWS OF FRANCE.

To the extent possible, IPSTAT and the Customer will search for an amicable solution to any dispute which may arise between them in relation to the performance of the Contract. IN THE ABSENCE OF AN AMICABLE AGREEMENT, ANY DISPUTE RELATING TO THE VALIDITY, PERFORMANCE OR INTERPRETATION OF THE CONTRACT WILL BE BROUGHT BEFORE THE TRIBUNAL DE COMMERCE DE PARIS.

IPSTAT Privacy Policy

When you visit www.ipst.at (the “IPSTAT website”), IPSTAT does not collect any personal information about you, unless you specifically provide it to us. Except as required by law or expressly authorized by you, we will not provide third parties with any of your personal information. Any personal information that you submit to IPSTAT on the IPSTAT website will be solely used for the purpose of responding to inquiries or requests made by you.

Your visit to the IPSTAT website is tracked through a standard web traffic statistics program, which keeps records of traffic on the IPSTAT website, as well as numerical counts of visitors by domain, URL, search engine, keywords used, and other standard web measurements. It also tracks on some pages the events and clicks as well as the difficulties that you might be experiencing. By using the IPSTAT website, you consent to the use of this non-personal information for statistical treatments as well as for the improvements of the overall design of the website and the Software.

IPSTAT reserves the right to change this Privacy Policy at any time without advance notice. Should any new Privacy Policy enter into force, IPSTAT will post it on the IPSTAT website, and the revised Privacy Policy will apply only to information collected thereafter.

 

Disclaimer

The information provided on the IPSTAT website was prepared by IPSTAT. While every effort is made to maintain the information on this IPSTAT website as accurately as possible, omissions or errors may occur. IPSTAT specifically disclaims any liability as to any information contained on this website, and of your use of such information.

The IPSTAT website provides information about IPSTAT and certain topics that IPSTAT feels users of the IPSTAT website may find of interest. This information is provided for general purposes only. Nothing on the IPSTAT website should be considered legal advice or legal opinion, and shall not be binding upon any user. Any information IPSTAT receives from you prior to the formal establishment of a contractual relationship providing data and confidential information protection will not be considered as confidential.

In no event will IPSTAT be responsible for the content of the sites it links to through the IPSTAT website.

Viewing the resources available on the IPSTAT website doesn’t require supplying your personal data. However, some elements of the IPSTAT website, such as contact forms, application forms or orders ask for personal details to enable the contact or offer of a suitable service.

All information on this website are meant to be in accordance with French and international laws on copyright and intellectual property policy.

 

Use of the IPSTAT Software

IPSTAT also provides software services accessible through the IPSTAT website (the « IPSTAT Software »)

It is agreed that the use of the IPSTAT Software requires a specific contract agreement between IPSTAT and the user of the IPSTAT Software. This contract agreement will detail specific rights and obligations to be negotiated and agreed upon.

 

Contact information:

IPSTAT SAS (Société par Action Simplifiée) located 5-7 rue du Général Bertrand 75007

Paris

RCS currently being immatriculated R.C.S Paris

Contact: [email protected]

Editorial Director: Sylvain Goiran.

 

Site hosting

The IPSTAT website is hosted on a server held by the company AWS

Amazon Web Services Inc. – P.O. Box 81226 – Seattle, WA 98108-1226 United States