The company BABBLER SAS (hereinafter referred to as « BABBLER »), French simplified joint-stock company capitalized at € 14.630,12, registered in the Trade and Companies Register of Paris under number B 750 785 479, having its head office at 3, rue Casteja 92100 Boulogne-Billancourt, France, operates on the Internet network a website accessible at the URL address http://www.babbler.fr, designed to facilitate exchanges between its clients and a network of targeted media (hereinafter referred to as « the Website »).
Babbler declared its activity to the CNIL under the number 1835407 v 0
The Platform consists in an interactive social network with features that enable the Communicators (as defined in Article 1 below) to promote their products and their brands to the Targeted Media (as defined in Article 1 below) by submitting in live their news, promotional samples, events and selected files (HD visuals, videos, press kits, etc.).
The Website is intended for professionals only. Registration as a Subscriber is reserved for natural and legal persons acting as a professional (self-entrepreneurs, corporations, professionals, cooperatives, etc.), excluding all private persons.
All users are asked to read these Terms and Conditions before registering on the Site as a Subscriber.
ARTICLE 1 – Definitions
In these Terms and Conditions :
- “Subscriber” : means any user of the Website, Communicators or Targeted Media, with a subscription to BABBLER for the use of the Service;
- “Subscription” : means the contract subscribed by any Subscriber to use one or several Services. The registration is free of the Targeted Media and charged for the Communicators;
- “Communicator” : means any professional, natural or legal person, (including but not limited to: advertisers, agencies, press officers, etc.) that promotes through the Platform its own activities, products, services and/or brands and/or those of another professional to the Targeted Media;
- “Terms and conditions” : mean this agreement that constitutes the entire contractual relationship between BABBLER and the Subscriber;
- “Content” : means all of the news, promotional samples, events and scanned files (HD visuals, videos, press kits, etc.) created and broadcasted by the Communicators through the Platform in order to be communicated to Targeted Media;
- “Cookie” : means a small piece of information sent by a website to the hard drive of a personal computer in order to trace it later. Some personalized services of the Website use, for proper use, temporary cookies that require the acceptance of the user. If the browser of the User’s personal computer is configured to refuse these cookies, the access to these services may be altered or impossible. Cookies used on the Website can also identify the services and pages visited by the User and, more generally, its behavior in terms of visits. This information is useful to better customize the services, contents, promotions and banners that appear on the Website. The User can disable cookies or delete them through their browser options. Since each browser being different, the User should consult its browser instructions to set it at its convenience. The shelf life in the User’s computer is twelve (12) months from their placement;
- “Access codes” : mean the combination of a login and a password allowing the Subscriber to access to the Platform and, in general, to the Services offered by BABBLER;
- “Internet” : means the global computer networks and interconnected telecommunications, communicating via servers with specific protocols, intended to all termination equipment, present or future, connected directly or indirectly to a terminal point of the abovementioned networks, in order to transmit, treat or receive information;
- “Targeted Media” : mean the media (press companies, journalists, bloggers, influencers, etc.) selected by BABBLER and having an access to the Platform in order to get information related to the products, services and brands of the Communicators and exploit the Content;
- “Platform” : means the application provided by BABBLER to enable the Communicators to promote their own activities, products, services and/or brands and/or those of other professionals to the Targeted Media;
- “Service” : means the service provided by BABBLER, which provides to the Subscribers an interactive social network whose features enable :
- The Communicators : to have access, so far as possible, to a turnkey area, available twenty four hours a day, seven days a week, to interact in real time with their network of Targeted Media, to have access to original statistics, to receive notifications in real time and to broadcast their contents and/or news to their contacts;
- The Targeted Media: to have access to a search engine configured for their topics, to download Content with a simple click (HD/CP/DP visuals, videos, spokesperson form, etc.), to consult a customized timetable updated in real time by the Communicators of their areas, to order press kits or to ask for interviews in live, to interact in real time with the Communicators of their area, to “like”, comment, share or download the information they want.
- “Website” : means the website created, developed and exploited by BABBLER available at the URL http://www.babbler.fr.
The terms defined herein shall have the same meaning whether used in the singular or in the plural.
ARTICLE 2 – Purpose of the Terms and Conditions
- 2.1 – The purpose of these Terms and Conditions is to set up the conditions of access and of use of the Website.
- 2.2 – The Subscriber agrees, at each visit of the Website, to respect the entirety of these Terms and Conditions that shall apply to the whole Service. Consequently, the Subscriber agrees fully and without reserve these Terms and Conditions, solely because of its access to the Website.
- 2.3 – These Terms and Conditions shall prevail on any and all contractual or non contractual document proper to the Subscriber. They constitute the entire agreement between BABBLER and the Subscriber.
- 2.4 – BABBLER reserves the right to amend at any time, at its sole discretion, these Terms and Conditions. The amended Terms and Conditions shall be sent by BABBLER to the Subscriber by email at the address mentioned on the Subscriber’s account and shall be subject to its acceptance at least fifteen (15) days before coming into effect. If the Subscriber does not accept the amendments, it shall be free to termination its Subscription. BABBLER shall save and keep the traces of this acceptance in its computer systems and shall make them available for the Subscriber, such as all information on the techniques used to ensure proper conservation.
- 2.5 – These Terms and Conditions are the property of BABBLER. Consequently and with no limitation, any diffusion, exploitation, representation, reproduction or use, in full or in part, on any support, of these Terms and Conditions for other purpose than strictly personal and professional, is subject to BABBLER’s prior authorization. Without such authorization, the offender shall be liable to both criminal and civil proceedings.
ARTICLE 3 – Access to the Platform
- 3.1 – Upon the subscription, BABBLER will provide the Subscriber with Access codes, which are strictly personal and confidential. The Subscriber undertakes to keep their confidentiality and to bear all the consequences that may result from any disclosure, even unwittingly.
- 3.2 – The Subscriber agrees to provide BABBLER with all the information required to configure its account. The Subscriber undertakes to let BABBLER’s representatives ensure the use of the Service according to these Terms and Conditions.
- 3.3 – The Subscriber shall not assign, exchange, lend and/or grant to a third party, even free of charge, the right to use the Service in view of the strictly confidential nature of the Subscription. The Subscriber specifically agrees not to grant an access to the Platform under its Access codes to anyone, person or entity. The Subscriber shall bear alone the consequences of the use of its Access codes by a third party, even unwittingly.
ARTICLE 4 – Maintenance and evolutions of the Platform
- 4.1 – The Subscriber acknowledges and accepts that BABBLER cannot guarantee a continuous and secure access to the Website and/or the Platform since its operation can be affected by many factors that BABBLER does not control (including, but not limited to: all dysfunctions of electricity and telecommunications services, all malicious actions perpetrated by hackers and all cases of force majeure).
Consequently, the responsibility of BABBLER may not be sought because of any delay or disruption that could affect the Website and/or the Platform, of virus or malicious software, dysfunction, bug, error or inaccuracy present on the Website and/or on the Platform.
- 4.2 – BABBLER reserves the right to suspend temporarily, without compensation nor formal notice, access to the Website and/or to the Platform, to ensure maintenance operations required for the technological evolution of the Website and/or the Platform or for the continuity of the Service.
- Subscriber disclaims BABBLER of any responsibility in this respect and waives all claims and/or proceedings against BABBLER. The temporary interruptions of the Service will, to the extent possible, be notified to the Subscriber via the Website at least twenty-four hours before their occurrence, except in case of emergency.
- 4.3 – The Subscriber acknowledges and agrees that BABBLER may modify or update its equipment, operating system and, in general, all or part of the Website in view of developments in technology.
- 4.4 – BABBLER reserves the right, without compensation, to definitively cease providing the Service. Any definitive termination shall be notified to the Subscriber via the Website at least one (1) month before its occurrence. The Subscriber shall not be liable for any payment from the termination date of the Service.
ARTICLE 5 – Ownership
5.1 – Ownership of the Website
- 5.1.1 – Except for information, photographs, articles and brands reproduced on the Platform that may not be BABBLER’s property, all the elements of the Website and the Platform (texts, graphics, software, photographs, images, videos, sounds, plans, names, logos, trademarks, designs, copyrightable works, databases, etc.), the Website and the Platform themselves, are submitted to the French and international legislations on the copyright and the neighboring rights (in particular articles L.122-4 and L.122-5 of the French Code of the Intellectual Property).These elements are the exclusive property of BABBLER, except the elements created by third parties that have not assigned their copyright to BABBLER. Consequently, the Subscriber shall not :- use or ask the Website and/or the Platform on the behalf of a third party;
– reproduce, in a commercial purpose or not, any information contained in the Website and/or the Platform;
– reproduce, in a commercial purpose or not, all or part of the contents of the Website and/or the Platform in a another website;
– use any robots, “spiders” and applications dedicated to the search or the recovery of websites, and any other means to retrieve or ndex all or part of the content of the Website and/or the Platform, except with BABBLER’s prior express consent;
– and copy the information on supports of any nature allowing to reconstitute all or part of the original files.
Furthermore, the Subscriber undertakes to take all necessary measures, including security measures, with regard to its staff and third parties to ensure their respect of BABBLER’s property rights on the Website and on the Platform.
- 5.1.2 – Any use of the contents of the Website and of the Platform not expressly authorized by BABBLER constitutes a copyright infringement. It may also involve a breach to the right of privacy or any and all other rights and regulations. It may therefore imply the civil and penal liability of their author. BABBLER reserves the right to take all legal actions against persons who have not complied with the prohibitions contained in this article.Notwithstanding the foregoing, BABBLER may, at its sole discretion, authorize any Subscriber to reproduce in a combining website, one or several hyperlinks to the homepage of the Website, provided that such use is done for a non commercial purpose, in accordance with the laws and regulations in force and without harming the image and/or the reputation of BABBLER.BABBLER reserves the right to take any appropriate remedy to suppress unauthorized links and to withdraw the authorization at any time and without formal notice.
5.2 – Ownership of the Content
The Content uploaded on the Website and the Platform by Subscribers remains the exclusive property of its owners. In order to enable BABBLER to supply the Website and the Platform, the Subscriber grants to BABBLER a non-exclusive free license on the Contents uploaded on the Platform (including but not limited to: texts, images, photographs, logos, illustrations, trademarks, designs, titles, data, etc.) as they are put online, for the entire world and for the whole duration of their protection according to the applicable laws, for the purpose of their reproduction, representation, exploitation or suppression on the Website and on the Platform, by any means, in any content, features, versions and means of broadcasts of the Website and on the Platform, provided that such license includes BABBLER’s right to correct, modify or delete these contents, especially for technical reasons, in order to provide the Website and the Platform services.
This license includes the right to reproduce, represent, broadcast, adapt, modify, translate, sub-license and make public all or part of the Content, by all means, on all formats and all supports (physic or numeric, etc.), whether known or unknown to this date.
The Subscriber guarantees the peaceful and full enjoyment of the granted rights.
ARTICLE 6 – Personal data and Cookies
6.1 – Personal data
The personal data of the Subscribers collected on the Website are processed by BABBLER, for the following purposes: management of the Website, management of registrations and creation of accounts, providing of the Service, management of the contractual relationship, management of payments. The information to be provided on a mandatory basis is identified as such on the registration form. If he fails to provide this information, the user shall not be registered as a Subscriber. BABBLER may communicate the personal data processed to its subcontractors, to financial organizations, to any related entity that edits and/or administrate the Website, to administrative and judicial authorities, to BABBLER’s lawyers and counsels and to any auditor. In accordance with the French Law on Computer Technology and Freedom of January 6, 1978 amended in 2004, the Subscriber has a right to access and rectify its personal data by contacting firstname.lastname@example.org. The subscriber may also, for legitimate reasons, object to the processing of data relating to him.
6.2 – Cookies
ARTICLE 7 – Guarantees
7.1 – The Subscriber expressly declares to have acquired any and all rights and authorizations related to the data uploaded on the Website and shall get all the authorizations required, if any, from the third parties evoked, cited or represented, in order to avoid any trouble in the operation of the Website, resulting from a claim introduced by a third party related to its image rights, private rights, honor or reputation.
More generally, the Subscriber guarantees BABBLER against all troubles, claims or evictions that might affect the normal enjoyment of the operation of the Website.
7.2 – The Subscriber is personally liable towards the third parties and BABBLER, in case of non-compliance to its obligation under this Article, and shall repair the entire damage that may result from any breach by the Subscriber to its commitments.
The Subscriber also guarantees any interests and accessory fees exposed by BABBLER, including but not limited to legal and paralegal fees.
ARTICLE 8 – Liability
8.1 – BABBLER undertakes to perform its obligations with all the care in use in the profession and to comply with the standards in force. BABBLER may have subcontractors of its choice for the performance of the Service and shall remain solely responsible of the performance of its obligations towards the Subscriber. BABBLER commits itself to an obligation of means and not of result.
8.2 – The Subscriber undertakes to cooperate in good faith with BABBLER and to provide without delay all the information required to deliver the Service as efficiently as possible. The Subscriber agrees to promptly update the information provided to BABBLER. It shall be solely responsible for any consequences of failure to update such information.
8.3 – The Subscriber undertakes not to offer to any third party the access to the Website, under its Access codes, and shall be solely liable for the consequences of the use of its account, even unwittingly, by a third party using its Access codes.
8.4 – The Subscriber undertakes to save and archive by its own means the Contents uploaded on the Website. BABBLER shall not be required to keep or archive such Contents.
8.5 – The Subscriber acknowledges and agrees that the Website is solely a place of exchange between Communicators and Targeted Media. Therefore, BABBLER shall not be liable for any actions or inactions of the Targeted Media, including their publications made with the Contents uploaded on the Website.
8.6 – Notwithstanding the foregoing, if BABBLER was found liable towards the Subscriber by the competent Court, its liability shall not exceed the total amount of the monthly payments paid by the Subscriber during the previous twelve (12) months of the said liability action.
ARTICLE 9 – Duration and termination of the Subscription
9.1 – The Subscription is granted for a specific duration. The duration of the Subscription is mentioned on the order sheet. The rights of use of the Subscriber shall end automatically and immediately at the date of termination of the Subscription.
9.2 – After the termination of the Subscription, BABBLER undertakes not to keep the data, for any reason whatsoever, and the Subscriber undertakes to cease any use of its Access codes.
9.3 – Without prejudice of any financial compensation it may ask for, BABBLER shall reserve the right to suspend the right of access of a Subscriber and/or to terminate its Subscription automatically, without formal notice or compensation, before the term of the Subscription in the following cases:
– breach, by the Subscriber, of these Terms and Conditions (including in case of infringement of BABBLER and/or its licensors’ intellectual property rights, multiple simultaneous connections to the Service with the same account, providing of false information upon the Subscription);
– nonpayment, in part or in full, of the subscription fees;
– activities contrary to BABBLER’s commercial interest.
ARTICLE 10 – Financial Terms
10.1 – The services offered by BABBLER are free for the Targeted Media. The provisions of this Article shall apply only for the Communicators.
10.2 – The subscription formulas offered by BABBLER (Gold Pack, Silver Pack) depends on the target number of visuals and news. All the formulas give to the Communicators an unlimited access to all the functionalities of the Platform.
10.2 – The prices of the subscription formulas are mentioned in Euro with all taxes included on the order sheet.
10.3 –Payment is made, at the discretion of Communicator, either in cash or at accruing term, each month, by direct debit, until the end of the Subscription.
10.4 – The Communicator guarantees BABBLER that it has the required authorizations to adjust the price of the Subscription as provided in this Article. It undertakes to take the necessary measures so that the direct debit of the price of the Subscription may be done. In case of default of payment at any monthly repayment, BABBLER shall automatically terminate the Subscription and suppress access to the features corresponding to the Subscription.
10.5 – Any VAT (value added tax) increase shall be automatically and immediately have an impact on the price of the Service. It shall be the same in case of creation of any new tax that would levy on the price of the Service. Termination conditions provided in case of change of the price of the Subscription formulas shall apply under the same conditions in case of change of the price resulting from an increase or the creation of a new tax.
The connection and communication costs (Internet) related to the use of the Service is not supported by Babbler and remain the responsibility of the Communicator.
ARTICLE 11 – Miscellaneous
11.1 – Independance of the parties. The parties acknowledge and agree that they shall not make any commitment in the name and/or on behalf of each other.
In addition, each party shall remain solely responsible for its acts, allegations, commitments, services, products and personnel.
11.2 – Relationship of the parties. The parties acknowledge and agree that their cooperation shall in no circumstances be regarded as establishing between them a de facto partnership, a joint-venture or any other situation involving between them any reciprocal representation or solidarity towards their respective creditors.
11.3 – Independence of the provisions. If any of the provisions of the Terms and Conditions is deemed null and void or unenforceable pursuant to a legal rule in force or a final legal decision, it shall be modified so that it becomes valid or it shall be considered as non-existing, without it leading to consider the Terms and Conditions as null and void, and without it altering the validity of the other provisions.
11.4 – Entire Agreement. These Terms and Conditions represent the entire agreement of the Parties and supersedes all prior offers (written or verbal), negotiations, declarations, undertakings, documents or written agreements and, generally, all communications between the Parties, prior to the signature of this Agreement.
These Terms and Conditions may only be modified by a written amendment duly signed by the authorized representatives of the parties.
11.5 – Waiver. The fact for a party not to claim the application or the execution of any provisions of these Terms and Conditions, on a permanent or temporary basis, shall not be considered as a waiver by this party of its right to seek the application of this provision or any other provision of these Terms and Conditions afterwards.
11.6 – Languages. These Terms and Conditions are drafted in French. Their English version has been established for the English-speaking users’ convenience only. It is expressly agreed that, in case of any issue faced by the parties or a Court, including any interpretation or understanding issue, the French version shall prevail.
11.7 – Governing law and jurisdiction. These Terms and Conditions are governed by French law.
Any disputes relating to these Terms and Conditions, whether resulting from their performance, interpretation, termination or validity, shall be referred to the exclusive jurisdiction of the Courts of Paris.
ARTICLE 12 – Stipulations générales
12.1 – Indépendance des Parties. Les Parties reconnaissent et acceptent qu’elles ne pourront en aucun cas prendre un engagement au nom et/ou pour le compte l’une de l’autre.
En outre, chacune des Parties demeure seule responsable de ses actes, allégations, engagements, prestations, produite et personnelle.
Tout utilisateur est présumé avoir accepté les conditions générales
12.2 – Relations entre les parties. Les parties reconnaissent et acceptent que
leur collaboration ne pourra en aucun cas être considérée comme établissant entre elles une société de fait, une société en participation ou tout autre situation entraînant entre elles une quelconque représentation réciproque ou solidarité à l’égard de leurs créanciers respectifs.
12.3 – Autonomie des dispositions. S’il l’une quelconque des dispositions des
Conditions Générales devait être déclarée nulle ou inapplicable, au regard d’une règle de droit en vigueur ou d’une décision judiciaire devenue définitive, elle sera modifiée en vue d’obtenir sa validité ou sera réputée non écrite, sans pour autant entraîner la nullité des Conditions Générales, ni altérer la validité de leurs autres dispositions.
12.4 – Non renonciation. Le fait que l’une ou l’autre des Parties ne revendique
pas l’application de l’une quelconque des dispositions du Contrat ou accepte son inexécution, que ce soit de manière permanente ou temporaire, ne pourra pas être interprété et ne constituera pas une renonciation par cette Partie à son droit de faire appliquer ultérieurement cette disposition ou toute autre disposition du Contrat.
12.5 – Loi applicable, Juridiction compétente. Les présentes Conditions Générales sont régies par la loi française.
12.6 – Languages. These Terms and Conditions are drafted in French. Their English version has been established for the English-speaking users’ convenience only. It is expressly agreed that, in case of any issue faced by the parties or a Court, including any interpretation or understanding issue, the French version shall prevail.
Tout litige auquel pourrait donner lieu les présentes Conditions Générales à raison, notamment, de leur interprétation, de leur exécution ou de leur validité, relèvera de la compétence exclusive des tribunaux de Paris.