THESE GENERAL TERMS OF SERVICE (the « Terms ») are a legal and binding agreement between Stonly SAS, a French corporation (« Stonly » or « We » or « Service Provider ») and you, or if you represent an employer or client, then the employer or client (« You » or « Client »), governing your use of Stonly’s (https://stonly.com ) website, the emailing services and all other related services that Stonly provides (collectively the « Services »).
Stonly reserves all rights to change or update these Terms at any moment and at its sole discretion, by posting on its Website or by providing any other notice, if possible at least 30 days before its entry into effect, and your rights under these Terms will be subject to the most current version posted on the Website at the website, the emailing services and all other related services that Stonly provides (collectively the « Services »).
Article 1. Overview
Stonly provides a content creation platform. Thanks to Stonly you can create step-by-step online guides. Stonly is offered in three version:
- Basic Stonly. A basic version of Stonly is available for free when you register with Stonly and set up a user account. The user registration process requires that you agree to these Terms.
- Stonly Pro. A pro version of Stonly is available on a paid basis via either a monthly or annual subscription. Stonly Pro allows the creation of unlimited explanations and basic right management. See our Site for details on these Stonly Pro features, which will be improved and expanded over time.
- Stonly Team. A team version of Stonly is available on a paid basis via either a monthly or annual subscription. Stonly team allows the management of a several users, access to advance right management, the details usage analytics, different languages. See our Site for details on these Stonly Team features, which will be improved and expanded over time.
Article 2. Registration
Article 3. Payment
If you register for Stonly Pro or Team, you agree to pay all fees or charges to your account for the Service in accordance with the fees, charges and billing terms in effect at the time that each fee or charge is due and payable. Unless otherwise indicated in an order form, you must provide Stonly with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”) as a condition to signing up for the Stonly Pro or Team. Your Payment Provider agreement governs your use of the designated credit card account, and you must refer to that agreement and not these Terms to determine your rights and liabilities with respect to your Payment Provider. By providing Stonly with your credit card number and associated payment information, you agree that Stonly is authorized to verify information immediately, and subsequently invoice your account for all fees and charges due and payable to Stonly hereunder and that no additional notice or consent is required. You agree to immediately notify Stonly of any change in your billing address or the credit card used for payment hereunder. Stonly reserves the right at any time to change its prices and billing methods, either immediately upon posting on our Site or by e-mail delivery to your organization’s administrator(s).
Any attorney fees, court costs, or other costs incurred in collection of delinquent undisputed amounts shall be the responsibility of and paid for by you.
Article 4. Changes to and Your Termination of the Service
You acknowledge and agree that Stonly may stop (permanently or temporarily) providing the Service (or any features within the Service) to you or to users generally at Stonly’s sole discretion, without prior notice to you (except that if you are a Stonly Pro or Team customer, Stonly will notify you and not charge you for any Service that you have not received). You may stop using the Service at any time. You do not need to specifically inform Stonly when you stop using the Service. You acknowledge and agree that if Stonly disables access to your account, you may be prevented from accessing the Service, your account details or any files or other materials which is contained in your account.
Article 5. User Conduct, Commitments and Understandings
- You agree not to access (or attempt to access) any of the Service by any means other than through the interface that is provided by Stonly, unless you have been specifically allowed to do so in a separate agreement with Stonly.
- You, directly or indirectly, alone or with any other party, may not:
1. modify, change, create derivative works of, disassemble, decompile or otherwise reverse engineer the Service or any software provided in connection with the Service (“Software”), or remove proprietary legends in the Service or Software;
2. distribute, transfer, resell, rent, lease, or loan the Service or Software to any other party, except as described herein;
3. make the Service or Software available to others in a service bureau arrangement or for any similar commercial time-sharing or third party training use;
4. harass, threaten or otherwise cause distress, unwanted attention or discomfort to a person or entity;
5. post or otherwise transmit any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or hateful content or content which is racially, ethnically or otherwise objectionable, or which infringes upon the rights of any third party;
6. post or otherwise transmit any content that (i) infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; (ii) you do not have the right to transmit, such as information that is subject to a confidentiality agreement between you and another party; (iii) contains sexually explicit images or other content that is offensive; (iv) is harmful to minors in any way; or (v) promotes or provides instructional information about illegal activities or promotes physical harm or injury against any group or individual;
7. send any unsolicited commercial email, spam, or bulk commercial email;
8. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
9. violate (intentionally or unintentionally) any applicable local, state, national or international law including, but not limited to, any regulations having the force of law;
10. interfere with or disrupt the Service or Software, or servers or networks connected to the Software, or disobey any requirements, procedures, policies or regulations of networks connected to the Service or Software.
- You agree that you are solely responsible for (and that Stonly has no responsibility to you or to any third party for) any breach of your obligations under these Terms and for the consequences (including any loss or damage which Stonly may suffer) of any such breach. To the extent Stonly incurs any financial penalties or other costs and expenses (including investigation expenses) from Stonly’s server hosting facility, internet service provider or other vendors because of your use of the Software, you shall be obligated to immediately reimburse Stonly for any such penalties, costs or expenses.
- You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Service are the sole responsibility of the person from which such materials originated, which may be you.
- While Stonly uses reasonable efforts to include accurate and up-to-date information on the Site, Stonly makes no warranties or representations as to its accuracy. Stonly assumes no liability or responsibility for any errors or representations in the content available on the Site (the “Content”).
- The Site may contain links to other sites on the Internet which are owned and operated by Third Party Vendors and other third parties (the “External Sites”). You acknowledge that Stonly is not responsible for the availability of, or the materials located on or through, any External Sites. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or the materials located on such External Sites.
- You acknowledge that by accessing the Site, you may come into contact with content that you find harmful, offensive, threatening, indecent or objectionable and you acknowledge that Stonly shall have no liability to you for the content including, but not limited to explicit language and other potentially offensive material. The user agrees not to impersonate any person or communicate under a false name or a name the user is not entitled or authorized to use. Stonly has the right (but not the obligation) to remove, prohibit, edit or discontinue any content on the Site, including content that has been posted by users.
- If you post content or submit material, unless such content or material submittal is subject to separate terms and conditions, you retain all of your ownership rights in your content however you hereby grant Stonly and its affiliates a revocable, worldwide, royalty-free, non-exclusive, sublicensable, license to use, reproduce, perform, distribute, and display such content solely for the purpose of providing the Service to the User and improving the Service in general. Furthermore, you grant Stonly, its affiliates, and sublicensees the right to use your name and/or user name in connection with the content. You represent and warrant that all content and materials you provide shall be your original work product and will not be based on, or derived from, the proprietary information or items of a third party. Furthermore, you represent and warrant that your use of the Service in connection with any content or third party content complies with all laws including, but not limited to, copyright law. You also hereby grant each user of the Service a non-exclusive license to access your content through the Service, and to use, reproduce, distribute, display and perform such content as permitted through the functionality of the Service and under these Terms. The licenses granted in your submitted content terminate within a commercially reasonable time after you remove or delete your content from the Service; however, you understand, acknowledge and agree that Stonly may retain, but not display, server copies of your content that has been removed or deleted. The licenses granted by you with respect to comments you submit are perpetual and irrevocable. You will defend, indemnify and hold Stonly and its affiliates harmless from and against any claims resulting from any content or materials you provide hereunder or your use of the Service.
- At your discretion, you may provide feedback to Stonly concerning the functionality and performance of the Service from time to time, including, without limitation, identifying potential errors, improvements, modifications, bug fixes, or enhancements (“Feedback”). If you, through your evaluation or otherwise, suggests any Feedback, you hereby assign the ownership in all Feedback to Stonly. In the event ownership in the Feedback cannot be granted to Stonly, you grant Stonly at no charge a perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, disclose, sublicense, distribute, modify, and otherwise exploit such Feedback without restriction. You agree that Stonly may disclose that Feedback to any third party in any manner and you agree that Stonly has the ability to sublicense all Feedback in any form to any third party without restriction.
- The Site may contain areas in which additional terms and conditions apply. For purposes of the use of such areas, in the event of a conflict between the terms and conditions of such other areas and these Terms, the terms and conditions of the other area shall prevail. Stonly may at any time revise these Terms by updating this posting. You are bound by any such revisions and should therefore periodically visit this page to review the current Terms to which you are bound.
- You shall not transmit to Stonly or upload to this Site any Harmful Code or use or misappropriate the data on this Site for your own commercial gain. “Harmful Code” shall mean any software (sometimes referred to as “viruses,” “worms,” “trojan horses,” “time bombs,” “time locks,” “drop dead devices,” “traps,” “access codes,” “cancelbots” or “trap door devices”) that: (a) is intentionally designed to damage, disrupt, disable, harm, impair, interfere with, intercept, expropriate or otherwise impede in any manner, any data, storage media, program, system, equipment or communication, based on any event, including for example but not limited to (i) exceeding a number of copies, (ii) exceeding a number of users, (iii) passage of a period of time, (iv) advancement to a particular date or other numeral, or (v) use of a certain feature; or (b) would enable an unauthorized person to cause such result; or (c) would enable an unauthorized person to access another person’s information without such other person’s knowledge and permission.
- You may not use your username and password for any unauthorized purpose.
Article 6. Monitoring and Enforcement; Termination
Stonly has the right to:
- Remove or refuse to post any of your content for any or no reason in our sole discretion.Take any action with respect to your content that we deem necessary or appropriate in our sole discretion, including if we believe that such content violates these Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Service or the public or could create liability for Stonly.
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Service or the Site.
- Terminate or suspend your access to all or part of the Service or the Site for any violation of these Terms.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Service or the Site. YOU WAIVE AND HOLD HARMLESS STONLY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we do not undertake to review material before it is posted via the Service, and we cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
Article 7. Indemnity
You agree to indemnify, defend and hold harmless Stonly, and its directors, officers, agents, contractors, partners and employees, from and against any loss, liability, claim, demand, damages, costs and expenses (including reasonable attorney's fees) arising out of or in connection with (i) any allegation that any of your content infringes or misappropriates any intellectual property or other proprietary right of a third party or violates any applicable law, (ii) your conduct in connection with the Service, and/or (iii) any violation by you of these Terms.
Article 8. Intellectual Property Rights
Stonly reserves all rights not specifically granted herein. You shall not modify any copyright notices, proprietary legends, any trademark and service mark attributions, any patent markings, and other indicia of ownership on the Content or other materials accessed through the Service. The delivery of, and license to, the Content and/or access to third party materials does not transfer to you any commercial or promotional use rights in the Content or any portion thereof. Any use of Content, or descriptions; any derivative use of this Site or its materials; and any use of data mining, robots, or similar data gathering and extraction tools is strictly prohibited. In no event shall the user frame any portion of the Site or any materials contained therein.
As between the parties, Stonly owns and shall continue to own all right, title and interest in and to all aggregate and statistical information or analyses created and developed by Stonly from performance and usage data generated through your use of the Site, Service or Software (collectively, “Aggregate Data”). Aggregate Data is de-identified so that you cannot be identified as the source within the Aggregate Data.
Service Provider and You undertake to treat as confidential, and to not reproduce or disclose, other than for the sole purposes of performing the Agreement, the information and documents exchanged between them as well as any disclosures obtained during thisAgreement.
Both Parties shall also oblige all contracting parties, subcontractors, client or any third party to maintain confidentiality with the same reasonable care standard as its own confidential information.
Both Parties acknowledge that any breach of its obligations with respect to confidential information may cause the other party irreparable injury for which there are inadequate remedies at law, and that the injured party shall be entitled to seek equitable relief in addition to all other remedies available to it. Client shall not disclose to a third party the results of any performance tests conducted on the Service, without the prior written consent of Service Provider.
Excluded from the obligation to maintain confidentiality is information that is generally available to the public or whose disclosure is required for legal reasons, or due to a judicial or administrative ruling.
For the avoidance of doubt, it is hereby reiterated that Client has a personal, temporary, non-transferable and non-exclusive right to access and use the Service.
Under these conditions, it is expressly agreed that Client shall not transfer the Agreement or any right derived from the access and use of the Service to a third party, whether by a contribution,assignment, concession, merger, demerger, loan or otherwise, including without consideration, or within the group to which Client belongs, without Service Provider’s prior written agreement.
Service Provider reserves the right to use subcontractor(s) of its choice to provide the services in connection with the Services, and shall remain liable to Client for the performance thereof in accordance with the present Terms and subject to the reservations stipulated in theAgreement.
These Terms, including the Operational Policies along with any purchase order and/or special conditions, constitute the entirety of the commitments between You and us. It establishes all of the Parties’ rights and obligations and supersedes all prior oral or written commitments that directly or indirectly concern the subject matter of the agreement between us. This Agreement binding us may only be modified by a written amendment which is signed and designated as such by both Parties (You and us).
If any one of the provisions of the Agreement is deemed void under any legal principle, law or regulation, or is invalidated by a court decision, it shall be severed from the Agreement, but the other provisions of the Agreement shall remain in full force and effect.
Stonly shall not be responsible for any default or delay due to extraordinary events beyond its control including,without limitation, strikes, lock-outs, shutdown of internet connections by Internet provider, cyber-attacks on the Website (« Force Majeure »).
If a Force Majeure event occurs, this Agreement shall be automatically suspended during the time the Force Majeure event continues, and neither Party shall be liable to the other for non-performance or delay in the performance of required obligation(s) due to the Force Majeure event, provided the non-performing Party gives prompt written notice of its inability to perform specified obligation(s) due to the event and uses reasonable efforts to resume its performance of its obligation(s) as soon as possible. It is agreed that the other Party may, during the time the Force Majeure event continues, similarly suspend performance of its obligations until such time as the non-performing Party resumes performance of its obligation(s).The Parties shall meet in order to jointly determine the conditions for resuming performance of the Agreement as soon as possible. If a Force Majeure event continues for more than a period of sixty (60) days, the Agreement may be terminated by either Party, by giving notice by certified mail, return receipt requested, effective immediately, if the impacted obligations are material obligations under the Agreement. Notwithstanding the foregoing, in no event shall a Force Majeure event.
These Terms are subject to French law. Failing amicable settlement, any difficulties related to their interpretation or validation, and any dispute between us will be the exclusive jurisdiction of the Paris courts, notwithstanding multiple defendants or third party claim.
XVI. Questions and Comments
If you have any questions regarding these Terms, please contact Stonly by emailing firstname.lastname@example.org