Terms and Conditions for inWebo Service
As applicable on March 1st, 2011.
ARTICLE 1 – PREAMBLE – INFORMATION ABOUT INWEBO
In-Webo Technologies (hereinafter referred to as “INWEBO “) provides a service (hereinafter referred to as the “SERVICE”) to professionals, being private individuals or legal entities (hereinafter referred to as the “CUSTOMER”) that they use to authenticate their users, partners, or customers (hereinafter referred to as the “USER”). INWEBO provides a web site (hereinafter referred to as the “SITE”) where information about the SERVICE is published.
The general terms and conditions for purchasing and using the SERVICE are set out in these General Terms and Conditions (hereinafter referred to as the GTC).
INWEBO is registered under number 503 562 381 in the Paris business registry. Its head office is located at 3, rue de Montyon, 75009 Paris. INWEBO can be contacted at this address or by mail at contact (at) inwebo.com.
ARTICLE 2 – PURPOSE
The purpose of the General Terms and Conditions is to set out the conditions under which the CUSTOMER accepts to purchase and use the SERVICE provided by INWEBO. The SERVICE shall be non-exclusive and non-transferable. Its only purpose is to help authenticate the USERS.
The use of the SERVICE requires the CUSTOMER to subscribe to the SERVICE. The subscription includes a free non-renewable 30-day trial period, followed by a 12-month renewable period of use.
ARTICLE 3 – PREREQUISITES FOR SUBSCRIBING TO THE SERVICE
3.1 The CUSTOMER does hereby declare that they fully understand what they get from using the SERVICE provided by INWEBO as set out in these GTC and on the SITE.
3.2 The CUSTOMER undertakes to provide accurate information as requested in the scope of the GTC, in particular CUSTOMER legal or business name, address and in case of billable options, VAT or other tax numbers if applicable, and any other requested information. The CUSTOMER also undertakes to maintain this information up to date with INWEBO.
3.3 As an overriding condition of these GTC, the CUSTOMER undertakes not to use the SERVICE to provide products or services that are illegal or infringe the rights of third parties (including intellectual property rights), or undermine public order and decency;
3.4 To subscribe to the SERVICE and be able to use it, the CUSTOMER must read and agree to GTC and provide their free and full consent as follows:
By clicking the box next to “I agree to the General Terms and Conditions”, the CUSTOMER acknowledges that they fully understand and unreservedly agree to all the provisions contained in the GTC of INWEBO SERVICE.
ARTICLE 4 – DESCRIPTION OF INWEBO SERVICE
The SERVICE consists in providing the CUSTOMER for itself or for its USERS with a set of tools designed to authenticate the USERS, in particular for remote access, including:
– a tool to generate One-Time Passwords on mobile phones,
– a tool to connect to web sites using One-Time Passwords,
– a self-sevice portal for USERS to manage their authentication preferences,
– a web administration console for the CUSTOMER to configure and manage their authentication services and USER parameters, named hereafter CUSTOMER ACCOUNT,
– a tool to synchronize CUSTOMER directories.
Under this GTC, the authentication of a USER is a technical process that enables to check the USER rights to access a CUSTOMER application or system.
ARTICLE 5 – DESCRIPTION OF THE INWEBO SUPPORT
5.1. The CUSTOMER is responsible for answering requests from its USERS at its own costs.
5.2. Under these GTC, INWEBO publishes on its web site some information related to the operation of the SERVICE, as well as procedures and documentation for the implementation by the CUSTOMER.
5.3. During the trial period, INWEBO provides technical support, free of charge for the administrator nominated by the CUSTOMER.
5.4. Before submitting any request to INWEBO, the CUSTOMER shall undertake all reasonably measures to solve or correct the errors and malfunctions on its end, including network connectivity issues.
ARTICLE 6 – FREE TRIAL PERIOD
The CUSTOMER shall benefit from a 30-day non-renewable trial period starting on the date of creation of their INWEBO account. The trial period is a way to evaluate the SERVICE, free of charge. In particular, the CUSTOMER shall ensure that the SERVICE meets its needs, as INWEBO cannot provide any such guarantee.
If the CUSTOMER would like to subscribe to the SERVICE after the trial period, they need to request it to INWEBO or to an authorized reseller and define how many user licenses are needed, the duration of use, and which options.
Otherwise, upon expiration of the trial period, the SERVICE will automatically terminate.
ARTICLE 7 – SUBSCRIPTION DURATION – TERMINATION – CANCELLATION
7.1 – Duration
If the CUSTOMER has subscribed to the SERVICE as outlined in article 6, the period of use shall begin on the day following the last day of the trial period, for an initial period of twelve (12) months, unless a different period has been agreed.
Prior to the end of each period of use, the CUSTOMER may opt to renew the period of use for a minimum of twelve (12) months starting on the day after the end of the previous period.
7.2 – Notification of End of subscription – Termination
At any time before the end of the current period of use, the CUSTOMER may decide to terminate their subscription by sending an email indicating that they do not wish to renew their subscription after the expiration of the current period of use. The CUSTOMER will continue to use the SERVICE until the end of the current period of use.
Irrespective of the date when the CUSTOMER indicates their wish not to renew their subscription, INWEBO shall not owe the CUSTOMER any compensation or amounts paid for the subscription. The fees paid for the SERVICE remains the ownership of INWEBO, even if the SERVICE is not used
7.3 – Cancellation
In the event that the CUSTOMER fails to perform some or all of their obligations under these GTC, INWEBO may cancel these GTC with or without formal notice being made to the CUSTOMER to fulfill their obligations. INWEBO might send any formal notice by any means of its choice, including simple electronic mail (email).
The right of cancelling the GTC granted by this article is without prejudice to any damages and interests to which INWEBO might be entitled, or to any other means of recourse that INWEBO might use.
7.4 – Consequences of termination
Following the termination of these GTC, whatever the reason, the CUSTOMER accepts that their CUSTOMER ACCOUNT will be closed and that the data it may still contain will be deleted.
ARTICLE 8 – PAYMENT
8.1 – Conditions and methods of payment
– The fees for the subscription of the SERVICE are payable upon order in one full payment. These activation fees shall under no circumstances be reimbursed, even if the CUSTOMER cancels their subscription, for any reason.
– All fees owed to INWEBO, plus applicable VAT or sales tax, are payable by debit or credit card if INWEBO proposes this option, or to an authorized reseller.
– In case of payment with a debit or credit card, the CUSTOMER shall provide INWEBO’s payment service provider with a valid card number and authorizes INWEBO’s payment service provider to charge their card with the amounts owed. INWEBO does not have access to the payment details given by the CUSTOMER to the payment service provider.
8.2 – Default of payment
By explicit agreement, any default of payment at the agreed time shall lead to the following actions, without a need for prior notice:
– The termination of the current subscription ;
– The termination of all current services, of any kind and progress ;
– The expiration of the authorization to access and use the SERVICE.
Any debt collection proceedings that INWEBO is required to take out against the CUSTOMER shall be at the expense of the CUSTOMER.
ARTICLE 9 – INTELLECTUAL PROPERTY
9.1 – Property
All intellectual property rights and other rights relating to (i) the SITE and/or (ii) the SERVICE shall remain the exclusive property of INWEBO. No rights shall under any circumstances be transferred to the CUSTOMER because of the GTC. During the trial period and the period of use, the CUSTOMER shall be granted a right of use of the SERVICE, and a license for the INWEBO client software used by their USERS.
9.2 – Limitations
As far as is permitted by applicable law, the CUSTOMER may only use all or part of the SERVICE as an end user. In particular, the CUSTOMER may not make any copy of all or part of the SERVICE or the SITE, nor may they sell all or part of the usage rights to a third party. The CUSTOMER may neither modify nor reproduce the SERVICE or the SITE, either permanently or temporarily, in whole or in part, by any means and in any form.
In particular, the CUSTOMER is not authorized to use the SERVICE to develop or have developed, to sell , or to market an identical or similar product or technology.
9.3 – Guarantee of compliance
INWEBO guarantees that the execution of the current GTC, and the performance by the CUSTOMER of the corresponding obligations, does not constitute an infringement, a breach or a violation to any third party rights;
The CUSTOMER acknowledges that at the current level of technology, it is not possible to guarantee that the SERVICE will operate without any major or minor flaws, without any service interruptions, or that it will meet the CUSTOMER’s conditions for performance or results.
INWEBO shall under no circumstances be held liable if any of the following event arises :
– that the CUSTOMER is not using the SERVICE in accordance with its documentation;
– that the SERVICE becomes difficult (or even impossible) to use either wholly or partially as a result of the CUSTOMER’s or USERS’s equipment or of their software, or due to an Internet connection problem.
Subject to the imperative legal provisions, INWEBO does not make any guarantee or condition, explicit or implicit, including any guarantee or condition over the trading capacity or suitability of the SERVICE for the CUSTOMERS’ needs, as only the CUSTOMER is able to assess it (the trial period is offered for that purpose).
INWEBO reserves the right to reduce access to the SERVICE or the SITE for maintenance purposes, on rare occasions and for a limited period of time, for which the CUSTOMER shall not have the right to any compensation.
ARTICLE 10 – LIABILITY
10.1 – Principle
a/ The CUSTOMER explicitly acknowledges and agrees that INWEBO has a simple due care obligation for all its obligations arising from the GTC.
b/ Except in the event of proven intentional misconduct, the overall liability of INWEBO to the CUSTOMER under these GTC, irrespective of the legal grounds may not, if applicable, exceed the amounts already paid by the CUSTOMER for their last invoice. Furthermore, the CUSTOMER may not claim any compensation in this regard if a claim is not made by registered post with return receipt sent to INWEBO within seven (7) days as of the date when the underlying event happens.
c/ The CUSTOMER explicitly agrees that INWEBO and/or its representatives have only limited liability (in accordance with article 10.1 /b above) to it for (1) any indirect damages arising through the poor performance or non-performance by INWEBO of its obligations by virtue of this document resulting in, but not limited to, any losses of profits or income and/or any damage arising from the impossibility of using all or part of the SERVICE, interruptions to business or other, even if INWEBO or its representatives have been informed of the possibility of such damage, (2) any service or assistance no specifically included in these GTC, (3) any damages arising, directly or indirectly, from the inaccuracy of the information coming from the use of the SERVICE.
d/ The CUSTOMER acknowledges that they alone are responsible for the information they hold and/or own, as well as that arising from the use of the SERVICE, and assume sole responsibility for safeguarding such information.
e/ The CUSTOMER acknowledges that they alone are responsible for forecasting and calculating any damage they may suffer in the event of any problem arising in the performance of the GTC whose terms (including financial measures) have been set with regard to the liability limitations and exemptions enjoyed by INWEBO. As a consequence, the CUSTOMER acknowledges and accepts that it is their own responsibility to insure themselves against all risks and that they alone deem appropriate with regard to their own individual situation and under the terms of the GTC.
f/The CUSTOMER acknowledges that INWEBO cannot be liable of a negligence of a USER of the CUSTOMER in the usage of the means placed at his disposal according to the current GTC. This includes, being not exhaustive, the communication of the confidential passphrase, the lend or the copy of the authentication tools, the communication to a third party of an authentication code, etc.
g/The CUSTOMER acknowledges that the authentication tools used in the scope of the SERVICE implement mathematical functions that do not allow to unconditionally distinguish a USER. The probability of such event (“false positive”) is placed under the control of the CUSTOMER in its administration tool, to let the CUSTOMER set the appropriate probability according to the level of risk they judge acceptable for their activity, without INWEBO being able to estimate or even know this level. Thus, the CUSTOMER acknowledges that INWEBO cannot be liable in case of such “false positive” occurs.
The abovementioned guarantee and liability limitations constitute essential and overriding factors of the GTC between INWEBO and the CUSTOMER.
ARTICLE 11 – FORCE MAJEURE
Force majeure events shall suspend the obligations of the Parties as regards the GTC. However, if the force majeure event continues for over two (2) months, each party will have the option of putting an end to the GTC by registered post with return receipt sent to the other party.
ARTICLE 12 – TERMS AND CONDITIONS MODIFICATIONS
If INWEBO decides to apply new Terms and Conditions or to change the existing ones, INWEBO will communicate the new applicable conditions to the CUSTOMER at least thirty (30) days before those new conditions shall take effect. A letter or an e-mail sent to the CUSTOMER shall count as valid communication. The Terms and Conditions will be renewed as the new conditions, unless cancelled by the CUSTOMER in accordance with article 7.2.
ARTICLE 13 – CONFIDENTIALITY
All communication and/or publications in any form whatsoever of data or information arising from the use of the SERVICE shall be subject to prior, written authorization from INWEBO.
INWEBO reserves the right to communicate its employees, temporary workers or co-contractors any information relating to the CUSTOMER if such communication is necessary or desirable for INWEBO’s performance of its obligations arising from these GTC, being understood that INWEBO will bring the confidential nature of this aforementioned information to such persons.
ARTICLE 14 – DATA PROTECTION – SECURITY – COOKIES
14.1 -Data Protection and Civil Liberties Law
The CUSTOMER explicitly acknowledges and agrees that INWEBO will collect and store information concerning their USERS and more particularly private data (e.g.: information on the USER ACCOUNT, IP address, etc.). Private data collected in this way is necessary to enable the management of the SERVICE and its improvement. Such information is only dealt with by INWEBO.
In compliance with the Data Protection Act 1998 and the Privacy and Electronic Communications Regulations 2003, the CUSTOMER has the right to access and to correct information concerning them. The CUSTOMER may exercise this right at any time and, if necessary, may correct or delete information relating to them, by asking INWEBO at the contact details listed in article 1 above.
The CUSTOMER and the USERS have the possibility to change or delete their personal data by using the tools provided according to the usage of the SERVICE.
The files containing the personal data are registered to the Commission Nationale de l’Informatique et des Libertés (CNIL).
14.2 – Security
INWEBO will take all appropriate measures to protect the security of the CUSTOMER’s private data stored on the SITE, including through the use of a firewall, antivirus program, the use of the secure SSL protocol, along with physical security measures.
14.3 – Cookies
The CUSTOMER acknowledges being aware, and having agreed, that cookies are installed on the computer’s hard drive of the USERS. A cookie saves information relating to your computer browsing on the site, which may be read by INWEBO in subsequent visits of the USER.
The CUSTOMER must inform their USERS that they may reject cookies by modifying their browser settings. The CUSTOMER is informed that some functions of the SERVICE may not operate normally if the USERS reject cookies.
ARTICLE 15 – MISCELLANEOUS
15.1 – Agreement on proof
In the event of any disputes over the use of the SERVICE and/or the SITE, the CUSTOMER and INWEBO agree that the data saved on INWEBO shall constitute valid proof between the parties. It is explicitly agreed that all the technical information regarding the CUSTOMER, particularly saved data and statistics will be kept and archived by INWEBO for probative reasons.
15.2 – Comprehensiveness
These GTC shall give the full obligations of the parties. The fact that either party does not take advantage of any shortcoming or any failure to perform any of its obligations or any other breach by the other party of any of its obligations under the GTC shall not be interpreted as a waiver of the obligation in question or of any of the other provisions contained in the GTC. Similarly, any delay or failure by either party to perform the rights and prerogatives granted to them under these GTC shall not be interpreted as a waiver of these rights and prerogatives.
15.3 – Contractual documents
These GTC constitute a full and exclusive whole of the terms of the agreement entered into between INWEBO and the CUSTOMER.
15.4 – Partial non-validity
In the event that any of the GTC clauses are declared null and void, thess clause shall be deemed not to have been written. This shall not lead to the cancellation of the GTC in their entirety
15.5 – Applicable law – Competent jurisdictions
These GTC are subject to signature, interpretation and performance under French law. Any dispute between INWEBO and the CUSTOMER relating to the existence, validity, interpretation or execution of the GTC or of any of their clauses that the parties are unable to resolve amicably shall be ruled by the Paris courts