1 Certain definitions; acceptance of terms
1.1 “Air360®,” “we,” “us” and “our” refer to SHIFT7, a French limited liability company (société à responsabilité limitée) with a principal place of business at 8 Allée des Tilleuls, 92400 Courbevoie.
1.2 “You” and “your” refer, as applicable, to the individual who uses the Service (as that term is defined below) or the legal entity on whose behalf such individual uses the Service. If you are an individual who uses the Service on behalf of a legal entity, you represent and warrant that said entity has authorized such use.
1.4 By creating an account for or otherwise using the Service, you accept this Agreement.
1.5 You represent that you are of legal age to form a binding contract.
We reserve the right to change the terms of this Agreement at any time, in our sole discretion. We will make any changes available to you at https://air360.io or such other URL as we deem appropriate, and we will notify you about such changes (for example, by email or when you log in to the Service). Your continued use of any part of the Service after you have received such notice will constitute your acceptance of such changes.
3 Additional definitions The following terms have the meanings set forth below: “Account” means your account for the Service, which will be created when you register for the Service. “Application” means one or more applications that are linked to your Account and that use the same Tracking Code. “Documentation” means any documentation pertaining to the Service that we make available to you online or otherwise. “Party” means you or Air360. “Processing Software” means our proprietary software that is hosted on the Servers and that analyzes User Data and generates reports relating to your Application, as well as all enhancements thereto. “Servers” means the servers controlled by us, or a third party designated by us, upon which Processing Software executes and User Data are stored. “Service” is defined in Section 4.1. “Software” means, collectively, Tracking Codes, Processing Software, and all software used to access, view, or modify reports or access rights to the Service. “Tracking Code” means our proprietary software that we provide to you for installation in your Application for the purpose of collecting User Data, as well as all enhancements thereto. “User” means a user of your Application. “User Data” means data concerning the characteristics and activities of Users that is collected via a Tracking Code, then forwarded to the Servers and analyzed by the Processing Software.
4 Description of service; access, use and termination
4.1 We provide developers with access to a certain Application development and analytics resources, including but not limited to various software applications, site profile services, Application development analytics and Application usage analytics (collectively, the “Service”). We may make changes to the Service or the Software at any time, with or without notice.
4.2 You are responsible for obtaining access to the Service.
4.3 You may use the Software, Service and reports relating to Applications solely for your own internal use. You may not make the Software or the Service available for timesharing, application service provider or service bureau use.
4.4 Your right to use the Service will terminate if you fail to comply with the terms of this Agreement.
4.5 If your Account is inactive for 60 consecutive days, we may delete that Account and its User Data without further notice to you.
5.1 Our fees for the Service are available in the pricing section.
5.2 We reserve the right to change those fees and our payment policies at any time, in our sole discretion. We will make any changes available to you at https://air360.io or such other URL as we deem appropriate, and we will notify you about such changes (for example, by email or when you log in to the Service). Your continued use of any part of the Service after you have received such notice will constitute your acceptance of such changes.
6 Registration and security
6.1 To create an Account, you must complete our online registration process by providing current, complete and accurate information (such as your name and email address) as prompted by the registration form.
6.2 You agree to protect the confidentiality of your Air360 username and password. We may log in to the Service using your credentials to maintain or improve the Service or to assist you with technical or billing issues. You hereby acknowledge and consent to such access.
7 Non-exclusive license
7.1 So long as you comply with the terms of this Agreement, we hereby grant to you a limited, revocable, non-exclusive, non-transferable license (without the right to sub license) to (a) install, copy and use the Tracking Code solely to the extent necessary to use the Service for one or more Applications that you own and control and (b) remotely access, view and download reports pertaining to your Applications.
7.2 You will not, nor will You allow any third party to:
7.2.1 Copy, modify, adapt, translate or otherwise create derivative works of the Software or the Documentation;
7.2.2 Reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code of the Software;
7.2.3 Rent, sublicense, lease, sell, assign or otherwise transfer rights (or purport to do any of the foregoing) in or to the Tracking Code, the Processing Software, the Documentation or the Service;
7.2.4 Remove any proprietary notices from the Software or the Documentation or that are otherwise provided by the Service; or
7.2.5 Use, post, transmit or introduce any device, software or routine that interferes or attempts to interfere with the operation of the Service or the Software.
7.3 You may not provide access to the Software to third parties. However, you may, at your own risk, provide access to the reporting functions of the Software to third parties so long as you do not directly or indirectly charge a service fee for such access; you will be responsible for such third parties’ use of those reporting functions and any reports that those third parties receive and for such third parties’ compliance with all applicable laws and regulations.
7.4 You agree to comply with all applicable laws and regulations pertaining to use of and access to Documentation, Software, the Service and reports relating to Applications, including without limitation all data privacy laws that apply to User Data.
8.1 “Confidential Information” includes any proprietary data or other information that either Party discloses to the other under this Agreement or in the course of providing or using the Service. However, Confidential Information does not include any information that is or becomes known to the general public, that is already in the receiving Party’s possession prior to disclosure by the other Party, or that is independently developed by the receiving Party.
8.2 Neither Party will use or disclose the other Party’s Confidential Information without the other Party’s prior written consent except (a) for the purpose of performing its obligations under this Agreement or (b) if required by law, regulation or court order, in which case, the Party being compelled to disclose Confidential Information will give the other Party as much notice as is reasonably practicable prior to disclosing the Confidential Information. Furthermore, Air360 may use your Confidential Information as set forth in this Agreement and as required for its internal business purposes.
9 User Data privacy
9.1 You agree to provide any and all notices to, and to obtain any and all consents from, Users that are required for us to process User Data, as described herein, in accordance with all applicable laws and regulations. Such notices and consents must address, without limitation, (a) installation of Tracking Code on the User’s device to collect User Data, (b) automated processing of, including profiling based on, User Data, and (c) sharing of User Data with third parties for direct marketing and other mobile advertising purposes.
9.2 You must not circumvent any privacy features that are part of the Service. You must not, by act or omission, cause us to violate any laws or regulations pertaining to the privacy of User Data.
You will defend, indemnify and hold harmless Air360 and our agents, affiliates, directors, officers and employees against any loss, liability or cost arising out of (a) your violation of any law or regulation pertaining to your use of the Service, (b) breach of any provision of this Agreement by you or any third party to whom you provide access to your Account or the reporting functions of the Software, or (c) any claim against us by any such third party.
11 Disclaimer of warranties
The Service, the Software and the reports relating to Applications are provided “AS IS” and without any warranty whatsoever. We assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any User communications or personalization settings, Application or any other type of data. Without limiting the generality of the foregoing, we do not represent or warrant that (a) the use of the Service or the Software will meet your requirements or be uninterrupted, secure or error-free, (b) defects will be corrected, (c) the Service, the Software or any other software on the Server are free of viruses or other harmful components, or (d) use of the Service or any information available through the Service (including any reports relating to Applications) will be correct, accurate, timely or otherwise reliable.
12 Limitations of liability
12.1 Except with respect to obligations under Section 10 or breach of Section 7, 8 or 9, neither Party will have any liability hereunder for any special, indirect or consequential damages.
12.2 In no event will our liability for direct damages hereunder exceed the total amount that you have paid to us for the Service during the one-year period preceding the event or events giving rise to such damages.
13 Intellectual property rights
13.1 We hold all right, title and interest in and to the Service, the Software and the Documentation. Your rights with respect to the foregoing are limited to those rights that are expressly set forth herein and are limited as set forth herein.
13.2 Without limiting the generality of the foregoing, you agree not to, and to not allow or assist any third party to, (a) use our trademarks, service marks, trade or business names, logos, domain names, other distinctive brand features, or other copyrighted material or proprietary rights associated with the Service without our express prior written consent, (b) register or attempt to register any of the foregoing with any governmental entity, or (c) remove, obscure or alter any notice of copyright or trademark or other proprietary right notice appearing in or on any item included with the Service.
13.3 “Air360®” is our registered trademark. This Agreement does not grant you any rights with respect to said trademark.
14 Term and termination
14.1 This Agreement will commence on the date when you accept these terms and conditions as set forth in Section 1.4 and will remain in force until terminated by either Party at any time, for any reason, or as otherwise set forth herein.
14.2 Upon any termination or expiration of this Agreement, (a) we will cease providing the Service, and you will delete all copies of the Tracking Code in your possession and certify to us within three business days of such termination that you have carried out such deletion, (b) you immediately will pay to us any outstanding balance for any part of the Service rendered through the date of termination, and (c) your historical report data no longer will be available to you unless you and we have entered into a written agreement for the transfer of such data.
14.3 Sections 1, 3, 8 through 10, and 11 through 15 will survive termination or expiration of this Agreement.
15 Dispute resolution; applicable law and venue
15.1 Any dispute arising out of or in connection with this Agreement will be finally settled in under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with said Rules. This Agreement will be governed by and construed in accordance with the laws of France, without regard to or application of conflict of laws rules or principles, and arbitration will take place in Paris, France. The United Nations Convention on Contracts for the International Sale of Goods will not apply.
15.2 Notwithstanding the foregoing, we will have the right to seek injunctive remedies (or an equivalent type of urgent legal relief) in any court of competent jurisdiction.