Grasp grants the CLIENT a personal, non-assignable, non-transferable and non-exclusive right to use the SOFTWARE. The present licence is granted for the duration specified within the order form. The SOFTWARE can be used by the CLIENT for the CLIENT's own needs only, with exception in the Agency licence, which permits the usage of the software for the needs of the agency's own clients. Reselling the software is strictly forbidden. In conformity with article L. 122-6-1 of the French Code of Intellectual Property (Code de la Propriété Intellectuelle), the right to operate corrections is reserved by Grasp. All other rights are reserved by Grasp and the present licence may not be interpreted as the cession of any reservation.
The CLIENT acknowledges and accepts that, in order to use the SOFTWARE, the CLIENT must have an OPERATOR account, authorizing the CLIENT to order advertising announcements. The CLIENT is solely responsible for obtaining the OPERATOR account and for the compliance of the data inputted in the OPERATOR account. The CLIENT acknowledges that the functioning of the SOFTWARE depends on the OPERATOR.
The SOFTWARE is accessible to the CLIENT via the Internet. In order to access and use the SOFTWARE, the CLIENT shall use the access codes communicated by the company Grasp or generated directly on http://app.grasp.gg or via any other authentication mechanism. These access codes are strictly personal, and may not be lent, transferred or communicated to a third party. In order not to hamper the proper functioning of the SOFTWARE, the CLIENT is forbidden to use the SOFTWARE via scripts or programs other than Internet browsers.
During the entire duration of the SOFTWARE licence specified within the order form, the CLIENT benefits from an online support by Grasp in order to answer all questions regarding the use of the SOFTWARE, or to signal any abnormality in its functioning. Any request for said assistance shall be made by email or by phone (granted that all costs of these communications are to be borne by the CLIENT). Grasp commits to correct the anomaly with a best effort obligation or by default to offer an alternative solution at the earliest opportunity.
During the entire duration of the SOFTWARE licence addressed within the order form, the CLIENT enjoys the entirety of the SOFTWARE's corrective updates and the whole of the SOFTWARE's new versions, thus accepting that Grasp may, without prior notice and at any moment, modify the functionalities of the SOFTWARE by adjunction, suppression or modification of the latest version. Certain new versions of the SOFTWARE can be limited to certain plans. Grasp has the right not to give access to certain new versions to the CLIENT without justification.
Access to the SOFTWARE is permanently available over the entire duration of the licence, except in the case of a force majeure event and/or during maintenance operations (i.e. software and/or hardware maintenance updates, corrections and/or improvements of the SOFTWARE), as far as possible in the least penalising circumstances, especially outside of peak use periods of low activity. OPERATOR. No compensation shall be due to the CLIENT during the period of unavailability.
Grasp ensures the hosting of data linked to the use of the SOFTWARE throughout the duration of the licence specified within the order form and commits to stock said data in complete confidentiality. Grasp may contract out said hosting with a data hosting company in order to ensure this service, and is liable for the subcontractor. Upon termination of the licence of the SOFTWARE, and beyond a thirty-day period, Grasp is entitled and commits to destroying the hosted data. The CLIENT acknowledges and accepts that upon termination of the licence's duration, the CLIENT may no longer access the hosted data.
The CLIENT is engaged exclusively with Grasp.
CLIENT hereby warrants and represents that it will (i) provide all appropriate notices, (ii) obtain all required informed consents and/or have any and all ongoing legal bases, and (iii) comply at all times with any and all applicable privacy and data protection laws and regulations (including, without limitation, the EU General Data Protection Regulation ("GDPR"), the California Consumer Privacy Act ("CCPA")), for allowing Grasp to use and process the data in accordance with these general terms and conditions (including, without limitation, the provision of such data to Grasp (or access thereto) and the transfer of such data by Grasp to its Affiliates, and subcontractors, including transfers outside of the European Economic Area), for the provision of the order form, including these general terms and conditions.
All payments are due and invoiced annually and in advance, unless otherwise specified in the order form. The fee shall be paid, in full and without offset, within thirty (30) days of the invoice date. Failure by the CLIENT to pay any sum on the due date shall carry an interest at an annual rate equal to 3 times the annual legal interest rate on the late payment calculated from the date the payment was due (not the reminder date). Invoiced currency is Euros (€). Any additional tax, duty, or government charge applicable to a payment shall be borne by the CLIENT. The CLIENT acknowledges and accepts that only the Grasp system information data as well as those of the OPERATOR may be used as proof between the parties.
The licence shall be renewed by tacit renewal for durations identical to the initial period, unless one of the parties denounces the termination by mail registered with acknowledgment of delivery, 1 month before the end of the ongoing period. Upon each renewal, the recurring Fees shall automatically be increased by five percent (5%) for each year of the immediately preceding term, unless otherwise agreed in writing by the Parties. If the CLIENT upgrades to a plan/option/discount/packages available the ORDER FORM (except for adding users), the engagement with the new plan/option/discount/packages is identical to the initial period, with the new start date being the date of upgrade. The upgrade request for discounts or packages can be made by email. Some of the upgrades can be done automatically in the Grasp PLATFORM.
Neither party may terminate the licence during the termination period, since the amounts perceived on this account are definitely acquired by Grasp and the amounts owed on the date of the termination remain owed notwithstanding the occurrence of the termination. Moreover, Grasp may put on hold access to the SOFTWARE, or fully terminate the licence which invoice has not been paid, without any obligation complete legal formalities, by mail registered with acknowledgment of delivery with a fifteen-day notice in the event of a violation of the present general terms and conditions. Regarding licences whose initial duration exceeds 3 months, the CLIENT may terminate the licence in the event of an unavailability of the SOFTWARE for more than 15 days accumulated over a period of 3 months, by mail registered with acknowledgment of delivery with a five-day notice.
The CLIENT acknowledges and declares having evaluated the adequacy of the SOFTWARE with the CLIENT's. The CLIENT is solely liable for the use of the SOFTWARE and for the orders made to the OPERATOR. It is the CLIENT's responsibility in particular, to target the advertisements, to define their budget and duration and to handle all requests for information of whichever nature required by the OPERATOR. The CLIENT acknowledges and accepts the fact that the order's realization falls under the OPERATOR's liability. The CLIENT acknowledges and accepts that Grasp does not carry out any prior or posterior control over the advertising campaigns. It is the CLIENT's responsibility to verify its advertising campaigns and the effective execution of the orders. The CLIENT acknowledges having read the general and particular terms and conditions applicable to their OPERATOR account and commits not to use the SOFTWARE in any manner that would either breach said terms and conditions, violate any all law or regulations and more broadly in any manner that would cause direct or indirect harm to Grasp or any third party's rights. Grasp's overall aggregate liability hereunder shall be limited to the amounts actually paid by Client under the applicable order form during the twelve (12) month period prior to the claim. Any claim for damages must be filed within one month of the operative event of the alleged damage. Under no circumstance may Grasp be held liable for any indirect or unpredictable damages linked to the use of the SOFTWARE.
None of the parties may be held liable of any delay or non-performance in cases of force majeure acknowledged by the competent laws (article 1218 of the French civil code) and courts. Under the present terms and conditions, breaks in power supply or telecommunications are considered cases of force majeure.
The parties acknowledge and accept that the information they share during the execution of the present order form, including the form itself, must be considered confidential for a duration of 2 years starting on the last month of the licence paid by the CLIENT.
The parties elect domicile in their respective registered headquarters' addresses. The present terms and conditions are subject to French law (FR). The competent court in the event of any dispute shall be the courts of Tours (France).