Article 1. Object

Article 2. Definitions

For the purposes of the GTC and the Quotation, the terms below, whether used in the singular or plural, shall have the following definitions:

• “Contract” refers to the GTC and any additional terms specified in the Quotation. In the event of a conflict between the two clauses, the terms of the Quotation shall prevail.
• “Quotation” means the quotation submitted by SOCIALSHAKER to the Customer.
• “Paid online offer” means any Subscription and any Campaign Consumable or any Account Consumable subscribed to on the Site.
• “Free online offer” means the possibility for the Customer to have restricted access to the Solution (maximum of 10 participants, etc.), free of charge, by creating an account on the Site. The terms and conditions of this Free Offer are set out in the FAQ.
• “Customer” means the customer of ADICTIZ who has subscribed to a Subscription.
• “Site” refers to the platform accessible at https://platform.socialshaker.com/en/login.
• “Solution” means the software solution offered by SOCIALSHAKER in SaaS mode on the Site.
• “Campaign” means an interactive and customisable marketing action, carried out using the Solution, using game elements and broadcast through various channels such as social networks, blogs, websites and emails, to engage and retain users during specific events or promotions.
• “Services” means all services, including all Subscriptions, Subscription Options, Consumables and Additional Services, offered by SOCIALSHAKER as part of its business:

• “Subscription” (ABO) means the licence purchased by the Customer, for a monthly or annual period, renewable by tacit agreement, unless terminated in accordance with the forms and deadlines described in article 12 below, which enables access to the Solution and subscription to the other associated Services.
  It is specified that the Flex Subscription is a personalised offer which will always be subject to a Quotation and special conditions.
• “Subscription Options” (OPTABO) refers to the Solution options that may be requested by the Customer depending on the Subscription chosen.
• “Campaign Consumables” (CONSOCAMP) refers to the optional modules of the Solution that may be requested by the Customer as part of the use of the Subscription, regardless of the one chosen and for a period limited to the Campaign for which they have been subscribed. They cannot be carried over from one Campaign to another.
• “Account Consumables” (CONSOCOMP) refers to the optional modules of the Solution that may be requested by the Customer as part of the Subscription, if the chosen package allows. As Consumables on the account have no time limit, they can be used as long as they have not been fully consumed and provided that the current Subscription allows this. They are payable when the order is placed.
• “Additional Services” (SVCADD) refers to additional services that may be requested by the Customer as part of using the Subscription, but which cannot be subscribed to online.

Article 3. Scope of application

The GTC applicable are the same regardless of the Subscription taken out, the
Quotations may, however, include special conditions.

SOCIALSHAKER reserves the right to amend the GTC at any time.

SOCIALSHAKER shall then notify the Customer of the new GTC (available, where applicable, on the SOCIALSHAKER website, availability of which shall have been duly notified to the Customer) no later than one month prior to their date of application.

During this period, the Customer may reject the new GTC, in which case the previous GTC will continue to apply until the end of the current contractual period.

However, any renewal of the Contract will be subject to acceptance of the new GTC, following notification.

In the absence of a refusal from the Customer within the aforementioned period, the modifications will be deemed to have been definitively approved by the Customer.

Article 4. Customer account

The Customer is responsible for the accuracy and updating of the information provided (first name, surname, name of the legal entity, telephone number and e-mail address). They are informed that they can change them by logging into their account.

To access their account and order history, Customers must identify themselves using their user name and password, which will be sent to them after registration and which are strictly personal to them. In this respect, the Customer undertakes not to communicate them, unless he is legally responsible for any use that may be made of them by a third party and for the consequences arising therefrom.

The Customer may request the closure of his account at any time from the said account on the Site or via the Customer support accessible from the Site. This will take effect at the end of the subscription period in the case of a paying Offer or within a reasonable period in the case of the Free Offer.

In the event of non-compliance with these GTC, the account of the Customer at fault may also be suspended or even closed after formal notice has been sent to the address provided by the Customer, with no effect for 30 calendar days.

Any deletion of an account, for whatever reason, results in the termination of the Subscription contracted, whether for the Free or Paid Offer, with no refund possible, even partial, whether or not the Services contracted have been used.

For Services provided on Quotation, the number of exchanges necessary for the performance of the Services is limited to two round trips between the parties, unless another number of exchanges has been accepted by SOCIALSHAKER under a specific condition included in the Quotation.

The Customer undertakes to use the Services in compliance with the rights of SOCIALSHAKER and in good faith.

The User acknowledges the investment made by SOCIALSHAKER in the development and promotion of the Website, as well as its intellectual and technical contribution to the presentation of the games offered as part of the Services, the game mechanics, the sequence of the game stages, the graphic design, etc.

Consequently, it is prohibited from exploiting these elements outside the Site, including carrying out or having carried out any computer development resulting in the re-exploitation of the elements of the Campaigns carried out via SOCIALSHAKER or any similar element, unless it incurs liability and must compensate SOCIALSHAKER for the loss suffered as a result. It should be noted that these provisions are without prejudice to the application of those relating to SOCIALSHAKER’s intellectual property.

The characteristics and financial conditions of the Services are specified in the Quotation.
Any preferential conditions, including price conditions (discounts, rebates, etc.), granted as part of the purchase of a Subscription are limited to the initial period of the Subscription.

The order is considered definitive when the Customer has paid online on the Site for the Subscription chosen via the Paid Service or when they have clicked on the “register” button for the Free Online Offer.

In the case of a Quotation, its signature by the Customer shall constitute a definitive order and its receipt by SOCIALSHAKER shall constitute acceptance thereof.

The Customer have the option of changing the Subscription himself on the online account, whether to a lower (“Downgrade”) or higher (“Upgrade”) Subscription, with the exception of customers who have a “Flex” Subscription, for which it will be necessary to contact customer services as this is a personalised offer.

They may also change the duration of their Subscription (monthly or annual) during the contract period. It is understood that the “Consumables” and “Subscription Option” to which the customer will have access will also be modified according to their choice and what their new Subscription allows.

Changes to the Subscription are governed by the following principles:

• In the event of a change from a Monthly Subscription to an Annual Subscription, the new one-year contractual period will begin on the day of the change, subject to the relevant payment having been made.
  Example: a Subscription taken out on 1 January for one month, for which the contractual period is extended on 15 January, will be effective for one year from that date.
• Any change from an Annual Subscription to a Monthly Subscription takes effect at the end of the current contractual period.
  Example: an annual Subscription taken out on 1st January may become a monthly Subscription at the end of the current contractual period, i.e. from 1st January of the following year.
• Any Upgrade operation gives access to the functionalities of the new Subscription on the date of the modification, subject to the related payment being effective.
• Any Downgrade operation removes access to the Subscription functionalities at the end of the current contractual period (whether monthly or annual).
• If the contractual period is extended (from a monthly Subscription to an annual Subscription) or if the Subscription is upgraded, the invoice is issued immediately, with, where applicable, a pro-rated deduction from the initial Subscription to avoid any double invoicing.
  Example: If you switch from a Monthly Subscription taken out on 1 January to an Annual Subscription on 15 January, the price of the Monthly Subscription from 16 to 31 January will be deducted from the price of the Annual Subscription billed.

It is not possible to combine either the extension of the contractual period (from monthly to annual) with a Subscription Downgrade operation, or the reduction of the contractual period (from annual to monthly) with a Subscription Upgrade operation.

SOCIALSHAKER reserves the right to suspend any order from a Customer with whom there is a dispute relating to the payment of a previous order until such dispute is resolved.

Article 7. Financial conditions

Access to the Solution is subject to payment of the chosen Subscription.
In the event of non-payment, the Subscription will be suspended at the end of a period of fifteen calendar days from the date on which payment is due.
The Customer will then automatically switch to the Free Offer. In the event of subsequent regularisation, the Customer will once again be able to benefit from the Subscription previously taken out, unless he changes his choice of Subscription.

Subscription following the issue of a quotation

Price

The prices of the Services are indicated in the Quotation signed by the Customer. All prices quoted are exclusive of VAT.
The prices of the Services are payable even in the event of non-use or partial use of all or part of the Services during the contractual period in question.
Any discounts or payment facilities granted by SOCIALSHAKER and indicated in the Quotation are valid only for the initial duration of the Services, and may only be renewed with the written agreement of SOCIALSHAKER.

Payment terms and delays

Invoices are issued when the order is placed.

Unless otherwise stipulated, payment for SOCIALSHAKER Services is due by the Customer thirty (30) calendar days from the date of issue of the invoice or on the due dates indicated on the invoice.

Any sum not paid by the due date shall automatically give rise to the application of late payment penalties calculated at the refinancing rate applied by the European Central Bank (ECB) to its most recent refinancing operation plus ten (10) percentage points, without the need for a reminder, as well as the payment of a minimum fixed indemnity of forty (40) euros, for collection costs, SOCIALSHAKER reserving the right to claim a higher indemnity from the Customer in this respect upon presentation of proof.

In addition, any default or delay in payment will result, fifteen (15) calendar days after formal notice to pay, (i) the immediate payment of all sums remaining due by the Customer in respect of orders placed and not settled, (ii) the possibility for SOCIALSHAKER to suspend or interrupt without notice all or part of the Services ordered by the Customer, and (iii) the capitalisation of late payment penalties due, at the same refinancing rate applied by the European Central Bank (ECB) plus ten (10) points, provided that they are due for at least a full year.

Article 8. Intellectual property

Copyright

The Solution offered and made available to the Customer as part of the Services (which in particular enable the Customer to create personalised content) are protected by the laws in force on intellectual property, SOCIALSHAKER being the owner of the relevant rights. The Customer is granted only a personal, non-exclusive, non-transferable right to use the functionalities of the software in the Solution, limited to the duration of the Services.

Any other use, reproduction, representation or adaptation, in whole or in part, of the software of the Solution is systematically subject to the prior written authorisation of SOCIALSHAKER.

SOCIALSHAKER is also the owner of the copyright covering the works produced as part of the campaigns ordered by the Customer, which are only assigned to the Customer within the scope permitted by the Subscription.

Any other use or re-use of the aforementioned elements covered by copyright is subject to the prior written authorisation of SOCIALSHAKER and any unauthorised use would constitute an infringement.

Trademarks and logos

SOCIALSHAKER trademarks and logos are protected. Any total or partial reproduction of SOCIALSHAKER trademarks or logos without its express authorisation shall constitute an infringement as referred to in particular but not exclusively in Articles L 335-2 and L 716-4 of the French Intellectual Property Code.

Databases

The databases established by SOCIALSHAKER and the Customer in their capacity as producers are protected by copyright and by the Act of 1 July 1998 transposing the European Directive of 11 March 1996 on the legal protection of databases into the Intellectual Property Code.

Without the written authorisation of the producer of the database concerned, any reproduction, representation, adaptation, translation or modification, whether in part or in full, as well as any substantial extraction, whether qualitative or quantitative, is prohibited and punishable under articles L 343-4 et seq. of the French Intellectual Property Code.

Article 9. Personal data

Processing of personal data in connection with the provision of the Services:
Where SOCIALSHAKER processes personal data directly on behalf of the Customer, the Customer acts as data controller and SOCIALSHAKER acts as data processor. In this respect, the parties accept the legal and technical conditions of the Data Processing Agreement set out at the following address:
https://legals.adictiz.io/DPA_SocialShaker_Sous-traitant.pdf, comme si elles étaient intégralement énoncées dans les présentes CGV.

Where the Customer is an agency which entrusts the performance of part of its services to SOCIALSHAKER, the Customer acts as subcontractor and SOCIALSHAKER acts as subsequent subcontractor. In this context, the parties accept the legal and technical conditions of the Data Processing Agreement set out at the following address:
https://legals.adictiz.io/DPA_SocialShaker_Sous-traitant_ulterieur.pdf, comme si elles étaient intégralement énoncées dans les présentes CGV.

Processing of employees’ personal data

Each party may also process, as a separate data controller and for the purposes of executing these GTC, certain personal data relating to the other party’s employees, staff, agents, representatives and/or sub-contractors.

Each party undertakes to process the data collected in this way solely for the purposes of managing the customer relationship under these terms and conditions, as well as subsequent customer events and commercial prospecting.

Each party undertakes to ensure that the data it collects relating to the other party’s employees will only be processed by it and, insofar as this is necessary for the performance of the GTC, its agents, partners or service providers.
The parties shall retain this personal data, depending on the purpose, for a period not exceeding five (5) years from the expiry of the GTC.

The parties undertake to take all necessary precautions to protect the security and confidentiality of the personal data referred to in this paragraph.

The employees of each party have a right of access, rectification, portability and deletion of their personal data, as well as a right to limit and object to the processing of their data by the other party.

Officials may also formulate post-mortem directives. Finally, they can lodge a complaint with the French Data Protection Authority (Commission nationale de l’informatique et des libertés).

Each party declares and guarantees that it has duly informed its employees, agents, representatives and/or subcontractors working on behalf of the other party of the conditions under which their personal data is to be processed by the other party in accordance with this article.

As part of Additional Services

The Customer acknowledges that as part of the provision of Additional Services, SOCIALSHAKER may use social networks whose data is hosted outside the European Economic Area.

Article 10. Responsability

Operational reserve

SOCIALSHAKER retains the right to object to the Customer’s use of the Services provided until actual payment of the full price in principal and accessories.

In the event of non-payment, and in accordance with Article 7 of these GTC, SOCIALSHAKER may suspend or discontinue the Services concerned. These provisions do not prevent the transfer to the Customer, as soon as the Services have been performed, of the risks of damage that they may cause.

Reservation of property rights

SOCIALSHAKER reserves full ownership of the content created by the Customer using the Solutions until effective payment of the full price and any penalties, collection costs and late payment interest due by the Customer.
In the event of non-payment, and in accordance with Article 7 of these GTC, SOCIALSHAKER may suspend or discontinue the Services concerned. These provisions do not prevent the transfer to the Customer, as soon as the Services have been performed, of the risks of damage that they may cause.

Guarantee

SOCIALSHAKER is only bound to the Customer by an obligation of means and provides no guarantee, express or implied, including any guarantee of quality and suitability for a particular use of the Services ordered.

It is hereby specified that: SOCIALSHAKER alone shall bear the consequences of any claim by a third party regarding the software, i.e. the structure or content of the modules and options accessible on the Solution and included in the Subscription.

The Customer alone assumes the consequences of any claim from a third party concerning the use made by the Customer of the modules and options provided by SOCIALSHAKER, as well as the personalised content created by the Customer as part of the Subscription.

SOCIALSHAKER undertakes to implement the appropriate technical means to allow wide access to the Website and to ensure the security and confidentiality of data under a best endeavours obligation.

SOCIALSHAKER shall not be held liable in the event of any failure, breakdown, difficulty or interruption in operation preventing access to the Site and/or the Services offered thereon.

Nor shall SOCIALSHAKER be held liable for any loss or damage to the integrity of data transiting the Internet network, for any alteration of or unauthorised access to transmissions or data, items or data sent or received, or the sending or receipt of which has failed, except in the event of fault on its part.
For the proper management of the Site, including updates and any corrective operations, SOCIALSHAKER may at any time suspend, interrupt or limit access to all or part of the Site.

Possible damage

SOCIALSHAKER is liable for bodily injury and property damage caused to the Customer resulting directly from a fault on its part, but may not under any circumstances be held liable, regardless of the type of liability action taken, even if SOCIALSHAKER has been informed of their possible occurrence, for indirect or similar damage (incidental damage, special damage, etc.) whether material or immaterial, consequential or otherwise, including damage consisting of loss(es) of profits, loss(es) of earnings, damage(ies) to the image of the Customer. ) whether material or immaterial, consequential or otherwise, including damage consisting of loss(es) of profits, loss(es) of earnings, damage(ies) to brand image, loss(es) of orders and customers, loss(es) of data or deprivation of use suffered by the Customer or a third party.

In any event, and with the exception of bodily injury caused to persons, the financial liability of SOCIALSHAKER shall be capped at the total amount of the price excluding taxes paid by the Customer under the order that caused the damage, which the Customer expressly acknowledges and accepts.

This clause will be applied subject to any mandatory provisions to the contrary contained in certain legislation. In this case, liability will be limited to the extent permitted by the applicable law.

Force majeure‌

SOCIALSHAKER shall not be held liable, or considered to have failed, for any delay or non-performance, where the cause of such delay or non-performance is linked to a case of force majeure as defined by the case law of the French courts and tribunals, including the interruption, suspension, reduction or disruption of electricity or other or any interruption of electronic communication networks and more generally for any external cause beyond its control or the fault of a third party.

Article 11. No employee sollicitation

This prohibition applies for the entire duration of the present contract and for twelve (12) months following the date of termination of the contractual relationship for any reason whatsoever.
In the event of failure to comply with this prohibition, the Customer shall be required to immediately pay SOCIALSHAKER, as a penalty clause, a fixed indemnity equal to twelve (12) months of the last gross monthly salary of the person sought or hired.

Duration of Services

The duration of the Services is stipulated in the Quotation or when subscribing to the online Pay-as-you-go Offer.

At the end of the initial term, the Services subscribed to as part of a Subscription continue by tacit renewal of the Contract for successive periods of the same duration.
It is specified that the Customer manages their Subscription online and has the option of cancelling their Subscription via the “My Subscription” customer area on the Site, up until the renewal date.
Unless expressly agreed otherwise by SOCIALSHAKER, Services not fully used or consumed at the end of a contractual period may not be carried over to the next contractual period.

Cancellation

In the event of a breach by one of the parties of one or other of these obligations, not remedied within thirty (30) calendar days of the sending of a registered letter with acknowledgement of receipt notifying the breaches in question, the other party may invoke the automatic termination of the contract binding them, subject to any damages and interest that may be due and the correlative closure of the customer account on the Site.

Article 13. References

Article 14. Privacy policy

Article 15. Independence of clauses

The terms declared non-existent would then be replaced by the terms that most closely resemble the content and meaning of the cancelled clause.

Article 16. Tolerance

Failure by either party to invoke a right or breach by the other party shall not constitute a waiver of such right or breach. Any waiver will only be enforceable if it has been expressed in writing and by an authorized representative of the party from which it emanates.

Article 17. Litigation, dispute, claim

Article 18. Applicable law – Jurisdiction

ANY DISPUTE BETWEEN THE PARTIES RELATING TO THEIR COMMERCIAL RELATIONS, AND IN PARTICULAR TO THE CONCLUSION, INTERPRETATION, EXECUTION AND TERMINATION OF THE GTC, SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE PARISIAN COURTS, EVEN IN THE EVENT OF A WARRANTY CLAIM OR MULTIPLE DEFENDANTS.