GENERAL TERMS AND CONDITIONS – EULERIAN.IO

These terms and conditions (the “T&Cs“) govern the relationship between the User of all or part of the Eulerian.io Technological Solutions (“the User“) and the company Eulerian Technologies, whose head office is located at 162, bd de Magenta, in Paris (75010) (“Eulerian“), or its subsidiaries, in connection with the use of all or part of the Eulerian.io data collection and attribution solutions, for monitoring purposes and optimisation of marketing campaigns (“the Solutions”).

These T&Cs constitute the “Contract” between Eulerian and the User, to the exclusion of any other document. BY CHECKING THE BOX “I ACCEPT THE TERMS AND CONDITIONS OF USE”, BY COMPLETING THE REGISTRATION PROCESS, OR BY USING ALL OR PART OF THE EULERIAN.IO TECHNOLOGICAL SOLUTIONS, YOU DECLARE THAT YOU HAVE READ AND ACCEPTED THIS AGREEMENT, AND ARE THE ACCOUNT HOLDER OR AUTHORISED TO ACT IN PLACE OF THE ACCOUNT HOLDER AND BOUND BY THIS CONTRACT.

PREREQUISITE DEFINITIONS:

Advertising targets: these are Internet users or mobile phone owners to whom the User sends advertising messages of all types, likely to be subject to data collection through Eulerian.io tracking. If data is used to target these Advertising Targets, they must have given their informed consent to the User for this to be the case.

Account: designates the account used to access Solutions through the Eulerian.io Interface and for a single Site. The number of hits will be calculated per Account and per month.

Interface: refers to the Eulerian.io management interface to which an Account gives access.

Consent: the consent of Visitors to the Site or the User’s mobile application, or that of Advertising Targets with use of data, which must be collected by the User, in compliance with the applicable rules, and reported to Eulerian, through its CMP functionality in slave mode.

Creativity: refers to any advertising format (banners, message, etc.) under the control of the User who sends data to Eulerian.io through tracking.

Documentation: refers to any documentation on Solutions made available to the User for the use of Eulerian.io and Eulerian solutions in general, including written and video documentation available online or in physical media.

Data: refers to data, mainly connected to navigation on the Site, to marketing and to advertising, relating to the characteristics and activities of visitors and advertising targets that the User collects, stores, and processes using the Solutions.

Eulerian.io: this is the free part of the SaaS data marketing solution sold by Eulerian. It includes functionalities for marketing data collection, reporting and attribution-related functionalities.

Hits: this is the counting unit for the use of Solutions, generally corresponding to calls made to or from the Eulerian.io Server. The sum of Hits is the sum of visits to the User’s Site, pages viewed on the Site, events tracked, shopping carts, conversions, impression and pixel clicks placed on Creativity, as well as any data lines exported or activated by S2S, if applicable.

S2S: Server to Server. Refers to a data transmission directly between the User´s server and a Eulerian server.

SaaS: Software as a Service. Refers to the software distribution model used by Eulerian, which hosts the Solutions and makes them available to Users through the Interface via the Internet.

SDK: refers to Eulerian’s software development kit, which can be integrated into a User’s mobile application to collect Data, as well as the fixes, updates and upgrades provided.

Reports: designates the presentation of the collected data, aggregated according to the analysis and optimisation needs, in the form of graphic and quantified reports via the Eulerian.io Interface.

Server: refers to the servers used by Eulerian, which are its exclusive property, on which the collection, storage and processing of Customer Data is carried out through Eulerian.io.

Site: refers to any set of web pages, or mobile application, grouped together under a domain name, or other resource under the control of the User, which sends data to Eulerian.io.

Visitors: these are visitors to the User’s sites or mobile applications. They are likely to be subject to data collection through Eulerian.io and must have given their informed consent to the User for this to be the case.

1. USE OF EULERIAN.IO SOLUTIONS AND ACCESS TO THE INTERFACE

1.1. Account Access. To access their Eulerian.io Account, the User must follow the registration procedure by providing Eulerian with up-to-date, complete and accurate information through the registration form, including First Name, Last Name, Company Name, Email and Site URL. The User will receive personal and confidential Identifiers from Eulerian for accessing the Interface. The User is fully responsible for the use their Account, by themselves or by third parties. The User is solely responsible for all activities carried out with their Account. The User must contact Eulerian immediately in the event of unauthorised use of their Account or any other security breach as soon as they become aware of it. Eulerian (and its subsidiaries) support staff may periodically connect to the Solutions with the User’s password as part of their maintenance or improvement operations of the Solutions, and also for any technical support task for the User.

1.2. Rights granted Eulerian grants the User, for the duration of the Contract, a personal, revocable, non-exclusive, non-transferable and non-assignable right to use the Solutions made available free of charge under the name Eulerian.io, in SaaS mode on the servers Eulerian, and access to Reports via an Interface made available to it by Eulerian (“the Interface”). The Interface is accessible by Internet or via a mobile device to any person designated by the User, individual person, employee or manager of the User or person acting on behalf of the User and under their control and responsibility, via a personal and confidential connection identifier (“Identifier”). The User will be responsible for any use of Eulerian.io and the Interface by third parties with their Identifiers and ensures that they respect the terms and conditions of these T&Cs.

1.2. Restrictions. The User expressly acknowledges and accepts that they are not authorised to (i) use the Solutions for purposes or in a context other than those provided for in these T&Cs and in the documentation available online via the Interface, (ii) reproduce, permanently or temporarily, all or part of the Solutions and the Documentation, by any means and on any medium, in particular on any server, (iii) correct or have a third party correct any errors in the Solutions, Eulerian is expressly reserving the right of correction, (iv) translate, adapt, arrange or make any modification of all or part of the Solutions or create derivative products from the Solutions, (v) decompile all or part of the Solutions, cause or allow the upstream engineering, disassemble or otherwise infer or determine or attempt to infer or determine the source code, underlying ideas, algorithms, structure or organisation of the Solutions, (vi) allow any third party other than a User to access or use all or part of the Solutions or the Interface without the prior written consent of Eulerian, (vii) remove any mention, logo or label relating to Eulerian, or to any property right, present in the Solutions, (viii) use, upload to the server, transmit or introduce any element, software or program that interferes or attempts to interfere with the normal functioning of the Solutions, (ix) create an unauthorised Internet link to the Interface, and (x) distribute, market, rent, sub-license, transfer or make all or part of the Solutions available to a third party.

2. CONDITIONS OF USE OF EULERIAN.IO SOLUTIONS

2.1. Free version. Eulerian.io Solutions are provided to the User free of charge up to fifty (50) million Hits per month and per Account. However, Eulerian.io is a limited version of the paid for Eulerian Attribution solution. For example, the initial limitations of Eulerian.io are a limit on access to marketing performance data set to the last thirty (30) days, access to certain analysis reports, customer journey, lack of access to data mining, API, etc.

Eulerian is free to modify the access and use restrictions in Eulerian.io and may freely modify these T&Cs or any additional rules of use that apply to the Solutions, for example to reflect changes in applicable laws or in the Solutions themselves. We recommend that the User regularly check these T&Cs. Changes to these T&Cs will be published and detailed at https://eulerian.io/en/cgu and will come into force within ten (10) days of their date of publication. If the User does not accept the updated T&Cs, they must stop using Eulerian.io. The modifications of these T&Cs come into force (i) when notice of said modifications is published by Eulerian (ii) if the User accepts the updated conditions, or (iii) if the User continues to use the Solutions after the publication of updates to the T&Cs or any other rule governing the use of the Solutions.

2.2. Resizing. If the threshold of fifty (50) million Hits, the maximum monthly volume per Account defined for Eulerian.io, is exceeded the collection of data may be capped, at Eulerian’s free choice, that is to say that the data will no longer be stored or used in Reports, once the threshold is reached. In this case, the User may choose to upgrade the Solutions to the paid version of Eulerian’s solutions. As of the transfer of the Eulerian.io terms and conditions to a paid use contract for Eulerian solutions, these T&Cs will cease to apply and Eulerian’s General Terms and Conditions of Sale will come into force and will apply in their place.

2.3. Support and documentation. The User of Eulerian.io Solutions will have access to online Documentation for the implementation and use of the Solutions, through access to the Eulerian wiki. Likewise, they may freely, and at their own expense, be accompanied by the network of Eulerian certified partners. Likewise, the User may use the Eulerian Academy video support, available free of charge. However, Eulerian will not provide the User with any technical support of any kind, direct and individualised, for the installation or use of Eulerian.io, nor training of any kind, other than the validation of the installation steps provided for in the automated process.

3. USER OBLIGATIONS

3.1. Legal use of the Solutions. The User agrees to use the Solutions in compliance with applicable laws, and in particular, for Users who are subject to them, in compliance with European,Canadian and French laws on the protection of personal data and Privacy. Specifically, the User undertakes to (i) collect and retain the consent of Visitors and Advertising Targets for the collection and processing of their navigation data on the Site and their interaction data with Creativities, as well as any data collected with Eulerian.io Solutions, in compliance with the terms in force, (ii) mention the use of Eulerian.io Solutions and indicate how the data collected is processed, stored and for what purpose, (iii) use the Consent Management Platform module available via the Eulerian.io Solutions, to ensure compliance with this consent in the collection and processing of data, (iv) not collect or transmit and not to authorise or assist any third party to transmit information that could be used or considered as Personal Information, or sensitive personal information, likely to identify individuals, (v) have appropriate Privacy Policies which mentions and details the use of tracers, cookies and mobile identifiers (for example, Android Advertising ID or iOS Advertising ID) or any other similar technology to collect data, and respect them.

3.2. Cooperation. The User agrees to cooperate in good faith with Eulerian throughout the duration of the Contract and the use of Eulerian.io.

3.3. Identifiers. The User is solely responsible for the use, conservation and confidentiality of their Identifiers and will implement all the necessary precautions so that no unauthorised person has access to them. Any access and any use of the Solutions and the Interface via the Identifiers will be presumed to be made by the User and is their exclusive responsibility. In the event of loss, theft or unauthorised use of Identifiers, the User undertakes to inform Eulerian in writing without delay so that they can provide them with new ones and take the necessary security measures.

3.4. Network equipment and connections. The User is solely responsible for setting up the equipment, hardware and software and network connections necessary to access the Interface and use the Eulerian.io Solutions, and for maintaining them in operational conditions.

4. GUARANTEES AND SERVICE LEVELS

4.1. The service levels provided by Eulerian for its free Eulerian.io service do not in any way constitute a contractual commitment with the User, both for the continuity and completeness of data collection and for the availability of access to the interface, even though these service levels were maintained at a very high level for many weeks.

4.2. Eulerian does not provide any other service guarantees and is free to reduce the levels of service provided for Eulerian.io Solutions, according to its own criteria and issues.

4.3. Eulerian provides no guarantee and assumes no responsibility for the consequences of unavailability of Solutions.

4.4. Within the limits of applicable law, and with the exception of any clause contrary to these T&Cs, Eulerian makes no guarantee of any kind, express, implied, regulatory or otherwise, in particular no guarantee of merchantability or suitability for a particular purpose.

5. PROPERTY

5.1. Eulerian rights. Eulerian is and remains the owner and holder of all intellectual property rights, in particular copyright, relating to all or part of the Solutions, as well as to all developments, improvements, updates or modifications to the Solutions.

Eulerian retains the ownership and all intellectual property rights relating to the Interface and the Documentation, and in particular the format, design, presentation and structure of the Interface as well as the Reports, tables and other elements appearing therein. The User is prohibited from deleting, moving or modifying any confidentiality or copyright notice appearing on the Interface and from reproducing all or part of the elements of the Interface or Documentation.

The User is not granted any right to the Solutions, Documentation or Interface.

5.2. Counterfeit. In the event of an action or counterfeiting complaint initiated by a third party against the User because of their use of the Solutions in compliance with the terms of these T&Cs, the User undertakes to (i) inform Eulerian as soon as possible and communicate to it all the elements and information at its disposal, (ii) allow Eulerian to take action and lead the defence, (iii) give Eulerian exclusive control of any negotiations with the third party and not enter into any agreement with the third party or, (iv) provide Eulerian with reasonably necessary assistance and not take a position contrary to Eulerian’s line of defence. Eulerian assumes no responsibility and will not be bound by any obligation to indemnify the User under this article if the third party’s action is related to or results, in whole or in part (i) from a modification made to the Solutions by the User or any third party without the prior written consent of Eulerian; (ii) the use of the Solutions by the User (or any third party with his authority or under his supervision) in a manner not in accordance with the terms of these T&Cs or the associated Documentation; or (iii) any fault or failure of the User (or any third party with his authority or under his supervision) to comply with their commitments and obligations arising from these T&Cs.

5.3. User Rights. The User is the sole owner of all the data issued or generated by his marketing campaigns, and by the navigating of Visitors on his Site, collected via the Solutions and available via the Interface (“the Data“), as well as the content of Analysis Reports made available to him via the Interface. Eulerian may not under any circumstances use the Data or the content of the Reports for its own purposes or assign it or make it available to a third party in any form or for any purpose whatsoever. Notwithstanding the foregoing, the User expressly authorises Eulerian to use the Data for its own needs, in an aggregated and anonymous form and exclusively for the purposes of study, reference and statistics.

6. CONFIDENTIALITY

Each party undertakes to respect the confidentiality of information and documents of the other party which are not in the public domain and which are transmitted to it or to which it will have access under this Agreement. As such, each party undertakes to (i) not disclose this confidential information to third parties, (ii) take all necessary measures to protect it against any unauthorised disclosure, (iii) only transmit it to its employees, managers or other persons under their supervision who need to become acquainted with it for the implementation of the Solutions, provided that they are duly informed of the confidential nature of the information they will receive and that they are bound by similar confidentiality agreements, (iv) only use them for its own purposes and for the sole purpose of using the Solutions, and (v) inform the other party without delay of any breach of confidentiality of which it becomes aware or that it might reasonably suspect.

7. PERSONAL DATA

7.1. The User is and remains at all times the owner and the data controller of the data relating to the Visitors of the Site and the Advertising Targets affected by his marketing campaigns processed by the Solutions, with Eulerian acting as technical subcontractor of the User for data processing. As such, Eulerian undertakes to act only on the instructions of the User and to implement measures to preserve the security of the data and, in particular, to prevent it from being distorted, damaged, or that unauthorised third parties have access to it. It is understood that the use of the Interface by the User under the terms of these T&Cs constitutes an Instruction for processing or transmitting data, to which Eulerian cannot oppose, nor be informed beforehand, the User, with it being autonomous through the use of the Solutions, in the installation of tracking on his Creativity or in the triggering of tags on his Site.

7.2. The User agrees to comply with the applicable legislation governing the protection of personal data that may be collected and/or processed by Eulerian on behalf of the User through the Solutions. As such, he will be responsible specifically for ensuring that visitors to his Site are properly informed about the use of their personal data, as indicated in Article 3 of these T&Cs.

7.3. The User acknowledges and accepts that, through the Solutions, cookies linked to the domain belonging to the User will be placed in order to collect a variety of information on visitors to the Site. The User will be responsible for complying with the legal provisions in force relating to the information of the users of their services with regards to the installation and purpose of cookies, the means at their disposal to oppose them and the implementation of a method of obtaining their consent.

7.4. Eulerian can in no way be held responsible for the consequences of any failure by the User to comply with his legal and regulatory obligations in terms of the protection of personal data. In particular, in the event of an action, complaint or claim by a third party (including a state or administrative authority) against Eulerian related to a breach by the User of his obligations, the User undertakes to defend and indemnify Eulerian for all sums, in particular costs (including defence costs), resulting penalties, fines or damages that Eulerian could be required to pay to any person, body or authority.

8. RESPONSIBILITY

8.1. The User remains solely responsible (i) for the confidentiality and security of his Identifiers and for all the consequences that may arise from the loss, theft or any unauthorised use of these Identifiers, in particular any loss, destruction, alteration or other damage caused to the Data, (ii) the dissemination of his marketing campaigns and all the information and data that he publishes on the Interface, and (iii) any use he makes of the Data and/or reports.

8.2. Eulerian expressly rejects any liability for (i) indirect damages of any kind, special, incidental, consequential, exemplary or punitive (ii) loss of profits, turnover or contracts of the User, (iii) any damage resulting from improper use of the Solutions or the Interface and any breaches by the User or Users, (iv) any attack committed against the User’s information system, intrusion, wilful act of degradation, malicious intent or sabotage, (v) failures or malfunctions of the User’s equipment or network connections, (vi) any event of force majeure or fortuitous event, within the meaning of the case law of the French Court of Cassation, and (vii) other exclusions mentioned herein.

8.3. The liability of Eulerian is excluded even in cases where Eulerian or its subsidiaries and affiliates were warned, knew or should have known about the possibility of such damages.

8.. In any event, Eulerian’s total and cumulative liability for damage caused to the User under these T&Cs is expressly set at a maximum of 500 euros.

9. SUSPENSION

9.1. Eulerian reserves the right to suspend access to the Interface and the provision of the Services by written notification addressed to the User, if it has information establishing or allowing it to reasonably believe that the User is using the Solutions or the Interface in a manner not in accordance with the terms and conditions of the Contract or in violation of the rights of Eulerian or of third parties or of the applicable legislation, with reasonable notice, unless there is an emergency that requires an immediate suspension.

9.2. Any suspension under the conditions of this article shall not give rise to any compensation for the User.

10. DURATION/TERMINATION

10.1Duration. The Contract is made for a period of one (1) year from the validation of the “I accept the Terms & Conditions” box, the end of the registration process, or the first use of any or part of the Eulerian.io Solutions, and this period is tacitly renewable for successive periods of one (1) year.

10.2. Termination. Each of the Parties may terminate the Contract at any time, in their own right. The Contract will be terminated immediately and automatically if it any of the following is detected: (i) no connection to the Eulerian.io Interface in the previous six (6) months, (ii) no data collection within the previous six (6) last months, (iii) provision by the User of false registration data (name, company name, email, etc.), (iv) any clearly illegal or suspicious behaviour in the use of Eulerian.io Solutions, in particular with regard to data protection rules.

10.3. Consequences. On the expiry date or the date of termination of the Contract, the User’s access to Eulerian.io and the collection of data will be immediately suspended. The User will no longer be able to access his Eulerian.io account. The User will no longer have access to historical data, and these will be destroyed at Eulerian’s discretion and no later than three (3) months following the end of the contract. The User agrees to stop using Eulerian.io and to deactivate all tags and tracking links directed to Eulerian’s servers within a maximum period of one (1) week after the date of Expiration or termination date of the Agreement, which is subject to charges for the use of the Servers. The User will not be entitled to any compensation or reimbursement of any costs whatsoever.

11. FINAL STIPULATIONS

11.1. Publicity. The User authorises Eulerian to name the User as one of its customers and to reproduce its logo on its website for the duration of the use of the Solutions.

11.2. Transfer of rights. Eulerian will be entitled to transfer right of access and use to any acquiring company in the context of a partial contribution of assets or a merger-acquisition.

11.3. Applicable law/Competent jurisdiction. The Contract is governed exclusively by French law. Any dispute arising between the parties will be subject to the exclusive jurisdiction of the Paris Commercial Court.