Article 1: Definitions
- Account: means the User’s on-line account in order to access the Platform and the Services.
- Beneficiary: means the persons invited by the User to join their organization within the Platform and the Services.
- Confidential(s) Information(s): means any non-public information disclosed to either Party by the other Party, or acquired by either Party from the other Party that is confidential or designated as such by either Party (e.g., Documentation that is not public, trade secrets, the operation of the Platform or Services, or commercial information exchanged by the Parties).
- Didomi: means Didomi, a French company with a registered capital of 41,653 euros, registered with the Paris Company Register under the number 831.722.756, whose head office is at 137 Boulevard de Sébastopol, 75002 Paris (France).
- Documentation: means the documentation supplied by Didomi, as accessible within the Platform and Services, which is considered non-binding by the Parties.
- DPA: means the agreement relating to the data processed within the Platform and the Services, accessible at privacy.didomi.io.
- Party: means Didomi or the User individually.
- Platform: means the Self Service environment where the user can run a compliance test on their Site, and discover Didomi’s product. The Platform is accessible at https://console.didomi.io, after creating an account in https://console.didomi.io/auth/register.
- Regulation: means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
- Services: means the services provided by Didomi via the Platform.
- Site(s): means the User's site(s).
- Terms of Use: means these terms and conditions of use.
- User: means the company that registers to use the Platform and the Services.
Unless the context otherwise requires, the terms and definitions used in the singular form refer to the plural form and vice versa.
Article 2: Terms of Use
2.1 Acceptance of the Terms of Use
Users can register on the Platform and the Services by creating an Account on the Platform.
It is only possible for entities and persons legally registered as a legal entity or individual entrepreneur in their country of origin. Only professional use is allowed, excluding any use as a consumer.
Acceptance of the Terms of Use is required to access the Platform and the Services. They apply to all use of the Platform and Services.
The Terms of Use in force are the last ones accepted by the User.
They are applicable for the entire duration of use of the Services by the User, from the date of their acceptance.
Acceptance of the Terms of Use is expressed by their validation at the time of registration, via a checkbox to that effect or an acceptance button.
2.2 Modification of the Terms of Use
Didomi reserves the right to change the Terms of Use at any time, by notifying the User by email or by notification at their next login to the Platform.
If the User keeps using the Services and the Platform, they will be deemed to have accepted the modified Terms of Use.
If the User does not agree to the modified Terms of Use, they must delete their Account and stop using the Services and the Platform.
Article 3: Platform and Services
Didomi provides the Platform and the Services to the User under a best efforts obligation and under the conditions set out in the Terms of Use.
Didomi has sole control over its choices in terms of technical and human resources to provide the Services and the Platform.
The Services and the Platform shall be standard, and shall not require any services in order to be integrated into the IT systems of the User or the Beneficiaries.
The compliance report is created by crawling partially on the Site provided by the User to identify certain elements of the privacy environment. The program used for the compliance report analyzes 10 randomly selected pages of the Site (including the homepage provided by the User). Therefore, the results provide only a sample view of the cookies, vendors and tags present on the Site. The more pages the Site contains, the less representative the sample will be of all the items present in the Site.
The User and the Beneficiaries must ensure that their hardware meets the requirements of the Platform and the Services. Didomi will not be liable if the requirements of the Platform and Services are not met by the User or a Beneficiary.
Didomi shall provide reasonable efforts in order for the Platform to be available, subject to any testing or installation phase, and further subject to any interruptions required for the repair and technical maintenance of its hardware or software. Didomi shall set up the access controls necessary to ensure that any person accessing the Platform is actually in possession of an access code. Didomi reserves the right to change its hardware or software environment. The User acknowledges and agrees that Didomi may not be held liable for any such interruptions, failure or altered access to the Services or to the Platform as may result from the network itself, the features of the Internet, the Client’s internet connection or any other external cause.
The Client is informed of the technical issues that may affect the said network and may cause any slowdown or unavailability making the connection difficult or impossible.
Didomi may not be held liable for any difficulty in accessing the Platform and the Services due to perturbations of the Internet.
Didomi does not warrant that (i) the Platform is free from bugs, (ii) the information provided within the Platform is relevant, (iii) any Platform maintenance or update frequency, (iv) any quality or level of service, including availability or time to correct errors or bugs, and (v) any duration of support for the Platform. Didomi makes no commitment to support the use of the Platform and the Services, and no warranty of installation or use.
Didomi may suspend, modify or render unavailable the Platform and Services, cease to support them at any time and/or terminate them, without notice or liability.
Didomi may also suspend, limit or terminate access to the Services and/or the Platform in the event of a breach by the User or a Beneficiary of any of the User's obligations.
Article 4: Duration and termination
Access to the Platform and the Services is possible from the moment the User accepts the Terms of Use and creates an Account. The User may terminate the Terms of Use by deleting their Account.
Upon written request from the User, especially when the User deletes their Account, Didomi agrees to delete, as soon as practicable, any such information and documents owned and provided by the User, except however for any documents or information whose retention or archiving is permitted or mandated by law, in particular as regards any archiving mandated by the Regulation and by the statute of limitations in civil and commercial matters.
When technically possible, Didomi shall authorize the direct downloading of such contents through the Account; in the alternative, Didomi agrees to supply such contents to the User or Beneficiary in a readily usable format (by default a json format) within fifteen (15) business days from receipt of a written request to that end from the User or Beneficiary, in which case fees may be charged if the assistance of a consultant is required or if the request requires more than a simple content extraction. When returned contents are encrypted, a decryption password shall be sent separately.
Expiration or termination will not affect obligations that by their nature are intended to survive expiration or termination, such as, but not limited to, those relating to liability, confidentiality, applicable law and jurisdiction.
Article 5: Confidentiality
Each Party agrees to treat as strictly confidential and not to disclose or communicate to third parties, by any means whatsoever, any Confidential Information transmitted to it by the other Party or that it may receive in connection with the performance of the Service, unless otherwise stipulated in the Terms of Use or instructed by the other Party.
No Confidential Information disclosed by a Party may be used by the other Party for any other purpose than the performance of the Services. Any other use shall be subject to the prior written consent of the other Party.
In particular, each Party agrees: (a) not to use the Confidential Information, directly or indirectly, for industrial, commercial or research purposes otherwise than under a future agreement with the other Party in the relevant area and/or strictly for the purposes of the Services; (b) not to duplicate, reproduce or copy all or part of the Confidential Information, unless the relevant action has been authorized by the other Party; (c) not to publish or use any Confidential Information on its own behalf or on behalf of any competing enterprise; (d) not to disclose, sell, transfer, license, market, assign or otherwise dispose of any Confidential Information in favor of any third party; (e) to ensure that each person to whom it has supplied such Confidential Information treats it as confidential; (f) to promptly inform the other Party of any actual or suspected unfair use, misappropriation or unauthorized disclosure of any Confidential Information.
The above provisions shall survive for the duration of the Service and for a period of five (5) years from expiration or termination thereof.
However, the above confidentiality obligation shall not apply to any information in respect of which either Party is able to demonstrate that: (i) it was in possession of such information prior to its disclosure by the other Party, or (ii) such information was available to the general public prior to its disclosure by the other Party or the said information became available to the general public without any negligence attributable to the other Party, or (iii) it received such information from a third party authorized to disclose the same and it was under no obligation to treat the same as confidential, or (iv) the disclosure of the Confidential Information was necessary to enforce its rights or to respond to a query from a government authority, court, statutory auditor or chartered accountant.
Article 6: Security
Didomi agrees to provide its best efforts to provide secure access, retrieval and use of the Services and the Platform. However, Didomi does not warrant that the Services and the Platform can be used without any error or interruption. Didomi’s obligation to ensure the security of the Services and the Platform and the security and confidentiality of any stored information shall in any event be a best efforts obligation, and Didomi cannot warrant absolute security.
In the event of any security failure observed by Didomi capable of seriously compromising the security of the Platform and the Services, Didomi may temporarily interrupt without any prior notice the Services and/or the Platform in order to cure such security failure as soon as possible.
The User shall imperatively protect itself against any risk related to the information, files and other documents entrusted to Didomi. The User confirms that it is fully informed that the User should (i) verify the quality and completeness of the User’s backups ; and (ii) complete of multiple backups in compliance with the state of the art.
With regard to the security of personal data, the DPA shall apply.
Article 7: User Licence
7.1 Scope of the License
Didomi hereby grants a personal, non-exclusive, non-assignable and non-transferable right to use and operate the Platform and the compliance reports generated through it, as accessible through the Account, for the duration of their registration to the Service, and for the entire world.
In this context, the User agrees that only duly authorized persons including the Beneficiaries and Users shall have access to the Services and the Platform, and that Didomi may presume in good faith that all instructions or queries received from the User or any Beneficiary originate from a person authorized by the User.
The User has the option to invite a Beneficiary to join their organization, under their own responsibility. The Beneficiary will have to create their own Account and accept the Terms of Use when they register. The Beneficiary will then have access to the User's organization and will have to comply with the Terms of Use.
Therefore, the Client is solely responsible for any use of the Account(s), the Platform and the Services, and the Client agrees to bear any and all consequences arising from the use of the Services or the Platform, whether by itself or by any Beneficiary, User or third party using the Account(s).
The User and the Beneficiaries are authorized to use the Services and the Platform only in relation to the data owned by them or to any personal data in respect of which they are acting as data processors. In particular, the User and the Beneficiary are prohibited from using the Services and the Platform with media or data from third parties who have not given their consent to such use, and in particular with the aim of causing damage to this third party through this unauthorized use.
Unless expressly authorized in writing by Didomi, the User and the Beneficiaries shall not – and shall not authorize a third party to – (i) enable any third party not expressly authorized by Didomi to access the Services or the Platform, sublicense, sell, translate, loan, lease, distribute or use the Services or the Platform for the purposes of operating any IT services company, providing any (direct or indirect) access to the Services or to the Platform or using the Services or the Platform under any time-share arrangement; (ii) create any derivative works or access the Services or the Platform in order to develop any competing product or service or to copy any material, function or graphics of the Services or the Platform; (iii) retro-engineer, decompile, disassemble, reverse translate, seek to remove or circumvent any of the devices of the Services or the Platform, or seek to rebuild or discover the related source code; (iv) remove any material allowing for the identification of any copyrights or trademarks or any other indication pertaining to protected rights.
When using Services and the Platform, the User and the Beneficiaries agree not to upload, download, publish, send or circulate in any manner whatsoever any materials or contents: (i) breaching, whether intentionally or not, any applicable law or regulation; (ii) breaching any rights of third parties, including any intellectual property rights or personality rights; or (iii) likely to damage, disable, overload or impair the Services or the Platform or any server or networks connected to the Services or to the Platform, or to breach any requirements, procedures, rules or regulations of the networks connected to the Services.
7.2 Account
The User and the Beneficiary create their Account at the time of the inscription - for that, an email and a password are necessary. Each of them can have only one Account, for one email address. They are responsible for checking the information provided and correcting any errors. It is however agreed that the email address cannot be changed, which the User and the Beneficiary accept.
The User and the Beneficiary agree not to use its login information for any purposes other than in order to use the Services and the Platform under the license so granted, and agrees to take any step necessary in order to protect the confidential and secure use of its connection data, in particular by avoiding to disclose or make them available to any third party.
It is also the User's and the Beneficiary's responsibility to ensure the confidentiality and security of their Account, for example by regularly changing passwords.
If the User or the Beneficiary has any grounds for considering that its connection data (and in particular its identifiers and passwords) have been lost, stolen, or compromised in any manner whatsoever, or in case of unauthorized use of any Account, the User shall immediately inform Didomi by any means of the relevant event. In such cases, the User authorizes Didomi to take any necessary steps to ensure the security of the Account, e.g. by resetting the passwords or temporarily suspending access to the Services and to the Platform. Absent any such notice, any use of the Account, the Platform and the Services shall be deemed to originate from the User.
The Client shall hold any rights in and to any contents created or generated on its Account in relation to its compliance with the Regulation (excluding the format or structure of the same as resulting from the Platform).
Didomi shall record and retain any contents created or generated on the Account, unless different instructions have been previously agreed with or imposed by the Client, it being understood that the User shall be solely responsible for any deletion or modification of such contents by the User or a Beneficiary or User on their Accounts.
Didomi may monitor, collect and use data pertaining to the use of the Services to extract, compile, synthesize, and analyze data or information resulting from User’s use of the Services (“Statistical Data”). Didomi may only use Statistical Data for research, development (including to improve the Services and develop new products) and marketing purposes and may only publicly disclose such Statistical Data in an aggregated format that in no way identifies the User, any particular person, and/or the User’s confidential information.
Article 8: Personal Data
The personal data of the User and the Beneficiary are processed in accordance with the Regulation and the DPA. The Data Protection Officer can be contacted at dpo@didomi.io.
Unless the User expressly requests otherwise, the User's and the Beneficiary's personal data are kept for a maximum of five (5) years from the expiration or termination of the Service.
Article 9: Intellectual Property
The user license is granted to the Client only in strict compliance with the terms of the Terms of Use and shall not operate any transfer of intellectual property rights in or to the Services or the Platform.
The Platform, the parts of the Services susceptible of being protected and the related Documentation shall be protected by the applicable intellectual property rights, as acknowledged by the User. The organization, structure, sequences, logic and source code of such materials are trade secrets. Such materials and any copies and parts thereof, as well as any improvements, modifications and derivative works, and any intellectual property rights therein, are and shall remain Didomi’s exclusive property.
Except for the rights expressly granted under the license, Didomi shall hold and retain any and all rights, titles and interest related to the Platform and to the Services, to any database contained in the Platform and to any material related to the Services and to the Documentation. Didomi reserves the right to correct any possible errors.
Article 10: Warranties and liabilities
Didomi warrants that the User can use the Platform throughout the performance of the Service. In the event that Didomi considers that the Platform becomes or is likely to become the target of an infringement suit, the User allows Didomi to, at Didomi’s discretion, (i) to obtain the right to continue to provide the Platform, or (ii) to replace or modify the Platform so that it ceases being infringing, in order to enable the User to keep using the Platform, or (iii) to terminate the right to use the Platform. This Article defines Didomi’s full liability and the User’s sole right of recourse in relation to the infringement of any intellectual property right, and Didomi shall not assume any other liability in relation to any alleged or actual infringement. Didomi warrants that it is legally and contractually authorized to execute the Service. Didomi shall provide its best efforts to provide a correction or an alternative solution in case of any material and reproducible non-compliance of the Platform with the essential specifications set out in the Terms of Use or in the Documentation. This warranty is applicable only insofar as the Platform is used in compliance with the Terms of Use and the Documentation, and no change is made thereto unless with Didomi’s prior consent. The User shall cooperate with Didomi and supply any information available to it in written form, so as to enable Didomi to reproduce and seek to correct any non-compliance. In the event that Didomi is unable to correct any material non-compliance and/or Didomi considers that such a correction is not reasonably feasible, Didomi may cease providing the Service. To the fullest extent permitted by law, the obligations described in this Article shall be Didomi’s only obligations and responsibilities and are the User’s sole and only remedy in case of non-compliance.
Save for the express stipulations above, the Services and the Platform are supplied on an “as-is” basis and without any other warranty. Didomi excludes and expressly disclaims any implied warranty of merchantability and fitness for a specific use and any other warranty, whether express or implied, resulting from any provision of law, other legal rule or trade practice.
Each User may publish any information through the Platform or through any Beneficiary or User under its own responsibility and agrees to ensure that the information is published in compliance with applicable laws and regulations. Didomi is under no obligation to review or verify the accuracy or completeness of any document, howsoever received, if the same is received through any User or Beneficiary
Didomi may not be held liable for (i) the quality, advisability or completeness of the contents or the existence of any conflict or repetitions in the information communicated through or in connection with the Services or the Platform (including any electronic mails, indicators, warnings and any other forms of notices related to the Services or to the Platform), (ii) the lead time before the publication of any information disclosed through the Services and the Platform, (iii) the interpretation of such information by its intended recipients, and (iv) any step taken, omitted or tolerated on the basis of instructions, queries or guidelines received from any User or Beneficiary or on the basis of any other document delivered, sent or signed by any User or Beneficiary.
Didomi may in no event be held liable for any indirect losses sustained by the User, the Beneficiaries, or any third parties because of or in connection with the Terms of Use or the use of Services or the Platform. “Indirect losses” means in particular, but is not limited to, any losses of gains or profits, commercial damage, loss of data, loss resulting from the inability to use any software, the consequences of any complaints, actions or third-party claims instituted against the User, even where Didomi has been informed of their occurrence, except for the warranties given by Didomi. In any event, should Didomi be held liable, on any grounds whatsoever regardless of the legal theory asserted or taken into consideration, Didomi’s total liability, for all losses in the aggregate, shall be expressly limited to and may not exceed, fifty (50) euros.
Didomi may in no event be held liable in case of (i) use of the Services or the Platform by the Users or the Beneficiaries in any manner not authorized by the Terms of Use; (ii) use of all or part of the Services or the Platform at a time when Didomi, following any difficulty or for any other reason whatsoever, had recommended to suspend such use; (iii) the occurrence of any damage resulting from any fault or negligence of the User or Beneficiary or occurrence of any damage that could have been avoided by seeking Didomi’s advice; (iv) use, in relation to the Services or the Platform, of programs not supplied or endorsed by Didomi and likely to affect the Services, the Platform or the User’s data.
Article 11: Miscellaneous provisions
11.1 Content of the Terms of Use
Should any provision of the Agreement be held unlawful or unenforceable, prohibited or invalid, whether in whole or in part under applicable laws, such provision shall be disregarded only to the extent of its invalidity, and this shall not invalidate the remaining part of the said provision or the other provisions of the Agreement. In addition, the Parties refuse to assume the risk related to any change in circumstances unforeseeable upon the execution of the Agreement that makes the performance of either Party’s obligations excessively onerous. In such situation, the Party concerned may terminate the Service.
11.2 Waivers
Neither Party’s failure to seek from the other Party the performance of any obligation under the Terms of Use shall affect such Party‘s right to demand such performance at any later date. No failure to enforce any obligation stipulated in the Terms of Use shall be construed as a waiver in case of continuous or repeated breach of such obligation or as an amendment of the provision concerned.
11.3 Transfer
Neither Party may transfer any of its rights or obligations under these Terms of Use unless with the other Party’s prior written consent. However, each Party is authorized to transfer its rights and obligations under these Terms of Use to the surviving entity in connection with any merger, transfer or business combination in which it is involved or to the buyer of all or substantially all of its shares or business. In addition, Didomi may subcontract all or part of its rights and obligations under these Terms of Use.
Article 12: Governing law - jurisdiction
The Terms of Use shall be governed by and construed in accordance with French law.
The Parties agree to submit any dispute or controversy arising in connection with the validity, interpretation, performance and/or termination of the Terms of Use to the exclusive jurisdiction of the Paris Commercial Court.