GRAPHCOMMENT SOLUTION: TERMS AND CONDITIONS OF SALE AND USE
BASIC", "STARTER" AND "PRO" PLANS
Updated on June 29, 2021
The "GraphComment" © solution offers editors of media sites and blogs a commenting platform, with the aim of developing the engagement of user communities and increasing their traffic. GraphComment allows, thanks to an innovative interface and algorithm, a reorganization of users' comments, in order to highlight the most relevant comments and to limit the influence exerted by "trolls".
The free or paid use of the GraphComment solution is subject to the present general conditions of sale and use.
The Solution is provided by SEMIOLOGIC on the basis of the information communicated by the Editor who remains responsible for the accuracy and the timely communication of all information. The Editor will be solely responsible for the consequences that any instruction, inaccuracy and/or delay on its part could have on the provision of the Solution.
The GraphComment solution is published by the company SEMIOLOGIC, a simplified joint stock company with a capital of 52250 euros, whose head office is located at 67 Cours Mirabeau, 13100 Aix-en-Provence, registered in the Trade and Companies Register of Aix-en-Provence under the number 790 715 726.
VAT NUMBER : FR65790715726
ARTICLE 1 - DEFINITIONS
"Solution": means the GraphComment solution edited by SEMIOLOGIC
"Editor": means the natural or legal person wishing to benefit from the Solution for its Editor Site.
"Editor Site": means the Internet site of the Editor on which the Solution will be accessible.
"Administrator": refers to the person authorized by the Editor, in charge of managing the Editor Account.
"Basic plan": refers to the non-paying version of the Solution, the features of which are described in article 2.2 of the General Terms and Conditions.
"Starter plan": refers to the paid version of the Solution, the features of which are set out in article 2.2 of the General Terms and Conditions.
"Pro plan": refers to the paid version of the Solution, the features of which are set out in article 2.2 of the General Terms and Conditions.
"Editor Account": means the account accessible only to the Administrator, allowing him to manage the features of the Solution, as well as the subscription to the "Starter" and "Pro" Offer.
"General Terms and Conditions": refers to these general terms and conditions of sale and use of the Solution. They may be freely consulted on the Site and must be read and accepted by the Editor before any use of the Solution.
"Site": refers to the https://graphcomment.com/fr/ Internet site.
"User": means any person using the Solution from the Editor's Site.
ARTICLE 2 - ENFORCEABILITY OF THE GENERAL CONDITIONS AND MODIFICATION
2.1. Opposability of the general conditions
When registering online at https://graphcomment.com/fr/, the Editor must check the acceptance box provided for this purpose. By registering, the Editor fully agrees to these terms and conditions.
The Editor expressly waives the right to invoke its own general terms and conditions of purchase so that these general terms and conditions of sale and use prevail over its general terms and conditions of purchase.
2.2 Modification of the general conditions
The present General Conditions apply by right to the Plans " Basic ", " Starter " and " Pro " of the Solution, proposed by SEMIOLOGIC. The fact of subscribing to the " Basic ", " Starter " and " Pro " Plans of the Solution implies the full and unconditional adhesion of the Editor to the present General Conditions.
SEMIOLOGIC reserves the right to modify and update the General Conditions in particular in the event of the evolution and/or modification of its services, the evolution of the law and/or the jurisprudence.
SEMIOLOGIC will inform the Editor by e-mail.
If the Editor does not wish to accept the new general terms and conditions of sale and use, he will have to send an e-mail to SEMIOLOGIC within 30 days from the date of sending the information e-mail by SEMIOLOGIC.
In this case, the subscription will not be renewed at its term.
If the Editor does not send a refusal e-mail, he will have to accept the new general terms and conditions of sale and use during any subsequent connection to the entry into force of the said general terms and conditions.
ARTICLE 3 - USE OF THE SOLUTION
3.1 Technical requirements
The minimum browsers required are
- Internet Explorer 10+ or higher
- Google Chrome 24
- Firefox 14+ browser
- Safari 5.1+ browser
3.2 Account creation
In order to use the Solution, the Editor must create an online account. The Editor must fill in an online form with his name and/or company name and e-mail address, then in a second step, the URL of the Editor Site, and the language preferences.
The fields followed by a star (or defined above) must be filled in. Otherwise, the registration cannot be taken into account.
The Editor agrees that the information provided will be accurate and will be kept up to date via his personal online space.
The Editor may choose to designate an Administrator, responsible for the use of his identification elements, as well as for the actions on the "Basic" or "Starter" or "Pro" Plans of the Solution.
At the end of the registration process, the Editor must accept these terms and conditions to validate the registration. If the Contractor chooses the "Basic" plan of the Solution, he may then begin using it.
If the Editor chooses the "Starter" or "Pro" plan of the Solution, he must then pay the amount of the order corresponding to the chosen plan (article 4).
3.3 Login and password
The Editor and the Administrator have an account with a login and a password.
The password must contain 8 characters including at least one upper case, one lower case, one number and one special character.
The username and password are strictly personal. The loan or transfer of the username and password to any third party is prohibited for any reason whatsoever.
The Editor is solely responsible for the confidentiality of his username and password as well as that of the Administrator towards SEMIOLOGIC. The loss of the password and/or the identifier cannot be imputed to SEMIOLOGIC.
In case of loss or forgetfulness of his login and/or password, the Editor and/or the Administrator has the possibility to generate new ones.
The Editor and/or the Administrator must inform SEMIOLOGIC without delay if he notices a security breach related to the voluntary communication or the misappropriation of the login and/or password, so that SEMIOLOGIC can take without delay any appropriate measure in order to remedy the security breach. SEMIOLOGIC will proceed to a reset of the identifiers and password.
The Parties agree that any connection using the login and password of the Editor and/or the Administrator under his responsibility, will be irrefragably considered as emanating from the Editor and/or the Administrator under his responsibility. The Editor undertakes to bear the consequences thereof.
The Editor is informed that it is advisable to change the password every THREE (3) months and that the new password must be different from the previous passwords.
3.4 Description of the different GraphComment Plans
SEMIOLOGIC proposes to the Editors several Plans of the Solution:
ARTICLE 4 - FINANCIAL CONDITIONS
Access to the "Starter" plan and the "Pro" plan of the Solution is by paid subscription.
The price of the "Starter" Plan and the "Pro" Plan of the Solution is indicated at the time of its subscription on the Site. The prices are displayed without taxes (HT) and are increased by the VAT in force.
SEMIOLOGIC reserves the right to modify the applicable price during the subscription period. The Editor will be informed in advance, by e-mail sent to the address given in the Editor's Account, at least 30 days before any change takes effect. If the Editor does not agree to the application of the new price, the Editor may terminate the subscription to the "Starter" or "Pro" Plan under the conditions indicated in article 3.3. This termination will take effect on the next monthly subscription due date. Otherwise, the new price will be applicable as of the next subscription due date following the effective date of the new price.
4.2 Payment terms and methods
According to the choice of the Editor, the payment of the subscription can be made monthly or annually in advance at the dates agreed between the Parties.
Payment by direct debit
The Editor must provide SEMIOLOGIC with his bank account information (IBAN and BIC) and complete the SEPA mandate.
The Editor undertakes to ensure that his bank account is sufficiently provided to allow the direct debit.
Any expenses which would be charged to SEMIOLOGIC in case of refused direct debit, will be charged to the Editor.
Payment by credit card
All the information concerning your credit card is secured by an encryption.
The Editor guarantees that he is fully authorized to use the credit card for the payment of the subscription to the Solution.
4.3 Interest on arrears and penalties
If the payment is not honored for any reason whatsoever, the delay or non-payment will automatically and without prior notice, the production of interest from the date of payment at a rate of 4 times the legal interest rate.
The Editor will be, moreover, indebted of a fixed allowance of 40 € for the expenses of recovery.
SEMIOLOGIC may suspend the subscription for a period of one (1) month in case of late payment or non-payment. An e-mail informing the Editor will be sent by SEMIOLOGIC. If at the end of this period, the payment has not been made, SEMIOLOGIC will send a letter of early termination according to the terms and conditions set out in article 11 of these general conditions.
ARTICLE 5. EFFECTIVE DATE AND DURATION OF THE SUBSCRIPTION
5.1. Entry into force
The subscription comes into effect as soon as the subscription to a Editor subscription plan is finalized in the administration of the solution.
5.2. Monthly subscription
Depending on the plan chosen, the Editor may commit himself monthly. To this end, the contract is automatically renewed from month to month, unless terminated by either party at the end of the subscription period.
To cancel the subscription, Editors must log into their online account and click on the "PREMIUM PLANS" section of their GraphComment administration at https://graphcomment.com/admin/
Then he/she will have to downgrade to the free BASIC plan by clicking on the "Choose this plan" button in the corresponding block. By returning to the BASIC plan, this will have the effect of immediately terminating the subscription.
5.3. Annual subscription
Depending on the plan chosen, the Editor may commit to a one-year contract, tacitly renewable for successive one-year periods, unless terminated by either party at the end of the subscription period.
To cancel the subscription, Editors must log into their online account and click on the "PREMIUM PLANS" section of their GraphComment administration at https://graphcomment.com/admin/.
Then he will have to downgrade to the free BASIC plan by clicking on the "Choose this plan" button in the corresponding block. When he returns to the BASIC plan, his subscription will be cancelled immediately.
To cancel the subscription, SEMIOLOGIC reserves the right to delete at any time the account of a Editor who would have violated the rules here present or the French law.
ARTICLE 6 - CUSTOMER'S OBLIGATIONS
The Editor agrees to comply with these General Terms and Conditions of Sale and Use.
The Contractor agrees to use the Solution in accordance with its intended purpose and for the needs of its business.
The Contractor agrees not to cause any technical damage to SEMIOLOGIC. He agrees not to damage the physical or computer integrity of the server or servers by using programs, files infected by viruses or any other computer programs of the same nature that could disrupt the operation of the service, or take control of a remote computer. SEMIOLOGIC will be solely responsible for any damage resulting from its actions.
The user also undertakes to take all necessary precautions to protect the entire computer system from viruses that could be introduced in an illicit way within it. If such an event occurs, the Editor is expressly informed that SEMIOLOGIC cannot be held responsible.
It is also the responsibility of the Editor to ensure that the Service offered by SEMIOLOGIC corresponds to its needs.
The Editor is not allowed to:
ARTICLE 7 - OBLIGATIONS OF SEMIOLOGIC
7.1. Accessibility and availability of the Solution
SEMIOLOGIC commits itself to implement all the means in order to ensure the best accessibility of the Solution.
SEMIOLOGIC is accessible 24 hours a day, 7 days a week, except for maintenance operations. SEMIOLOGIC will inform the Editor by e-mail.
The Editor is informed that the connection to the services is made via the Internet network. The Editor is informed of the technical hazards that may affect this network and cause slowdowns or unavailability making the connection impossible. SEMIOLOGIC cannot be held responsible for difficulties in accessing the services due to disruptions in the Internet network.
SEMIOLOGIC is committed to implement all the technical means intended to ensure the security of the data of the Editor and the Users. In the event of a breach in the security of the service that could compromise the security of the Solution and the data of the Editor and/or the Users, SEMIOLOGIC reserves the right to proceed without prior notice, to a temporary interruption of the service in order to remedy the problem as soon as possible.
SEMIOLOGIC undertakes to put in place the appropriate means to ensure that only authorized persons have access to the Solution.
In order to ensure the security of the connection, the passwords are encrypted.
The hosting of the Solution is ensured by one of the subcontractors of SEMIOLOGIC.
In general, SEMIOLOGIC is committed to adapt permanently the storage capacity to the volume of the hosted data.
SEMIOLOGIC is committed to respect the legislation in force concerning the moderation.
For this purpose, a link in each comment allows any person to inform SEMIOLOGIC of an illicit content.
ARTICLE 8 - LIABILITY OF SEMIOLOGIC
8.1. Limitation of liability
In the event that SEMIOLOGIC's liability would be engaged (direct damages), it will be limited, all causes and all damages combined, to a maximum, fixed, irrevocable and definitive sum:
And this, even if the prejudice turns out to be superior. This limitation of liability applies for each period of execution of [12 months] of the present general conditions of use, its renewals and/or renewals.
8.2. Exemption from liability
SEMIOLOGIC shall not be liable for any failure or delay in performance of its services when such failure or delay is caused by the Editor and/or its Administrator and/or one of its Users or by a case of force majeure (including but not limited to blocking, failure of telecommunications networks, insurrections, civil war, war, military operations, national or local state of emergency, fire, lightning, explosion, strike, flood, storm, third party act)
SEMIOLOGIC will not be responsible for any indirect damage whatsoever, whatever the cause, of any indirect immaterial damage whatsoever, whatever the cause, possibly undergone by the Editor and/or the Administrator and/or the User, such as, as an example and in a non-limitative way loss of profits, operating losses, loss of profit, loss of revenue, loss of business, loss of customers (including damage to reputation and brand image) or loss of expected savings.
The Editor agrees to waive all claims against SEMIOLOGIC and its insurers beyond the limits and exclusions set forth in the General Terms and Conditions of Sale and Use and agrees to have its insurers waive exactly the same.
ARTICLE 9 – INSURANCE
SEMIOLOGIC declares to have subscribed insurance policies in order to guarantee it against the pecuniary consequences of the delictual, quasi-delictual and contractual responsibility which can fall to it in the exercise of its activities because of the direct material and consequential direct immaterial damage which it could cause.
ARTICLE 10 – FORCE MAJEURE
SEMIOLOGIC and the Editor cannot be held responsible if the non-performance or the delay in the performance of any of their obligations, as described in the contract, results from a case of force majeure, as defined in article 1218 of the civil code.
The obligations of the Parties will then be automatically suspended after receipt of a registered letter with acknowledgement of receipt (on paper or digital media).
The Party noting the event shall, without delay, inform the other Party of its inability to perform its service and justify this to the latter. The suspension of obligations shall in no case be a cause of liability for non-performance of the obligation in question, nor shall it lead to the payment of damages or penalties for delay.
However, as soon as the cause of the suspension disappears, the Parties shall make every effort to resume normal performance of their contractual obligations as soon as possible.
In the event that the case of force majeure persists beyond FIFTEEN (15) days, either party may terminate the contract by sending a registered letter with acknowledgement of receipt. The contract will be automatically terminated FIFTEEN (15) days after receipt of the said letter.
In this case, the Editor will be reimbursed on a prorata temporis basis for the part of the service not performed.
ARTICLE 11 - EARLY TERMINATION
In case of non-performance of one of the obligations provided for in articles 2, 3, 4, 6, 7, 10, 13 and 14, by one or the other of the parties, the subscription may be terminated in advance by the injured party.
It is expressly agreed that this termination will take place as of right THIRTY (30) days after the date of receipt or the date of first presentation of the formal notice to perform, which has remained in whole or in part, without effect.
The formal notice may be notified by registered letter with acknowledgement of receipt or by extrajudicial act. The formal notice shall mention the intention to apply the present clause in accordance with Article 1225 of the Civil Code.
The termination will be automatic without the need for a court decision.
ARTICLE 12 - CONSEQUENCES OF THE END OF THE SUBSCRIPTION
12.1. Closing the Editor's account
The closing of the Editor's account will be effective on the last day of the subscription, regardless of the cause.
12.2. Reversibility of the Editor's and Users' data
The purpose of reversibility is to ensure the continuity of the service. To this end, the Editor has the ability to recover the data concerning the comments and its users via the tab "export". He has the possibility to do it at any time and in any case before the end of the contractual relationship.
ARTICLE 13 - CONFIDENTIALITY
The Parties undertake, throughout the duration of the Contract, to observe and ensure the observance of confidentiality regarding their mutual activities of which they may have knowledge and undertake never to communicate to anyone, in any form whatsoever, any information on this subject without the prior agreement of the other Party.
Each of the two Parties undertakes, in particular, to consider as confidential all information transmitted to it by the other Party, regardless of the medium used (paper, drawings, computer media, etc.) or the form of such transmission.
Each of the two Parties undertakes not to disclose any confidential information of a technical, industrial, commercial or financial nature to a third party without the prior written consent of the other Party.
In any event, each of the two Parties undertakes not to use this information for any purpose other than the proper execution of the general conditions of use.
At the end of the Contract, each of the two Parties undertakes to return to the other Party all documents, documentation and data on computer media as well as any copies that may have been made.
However, the following information shall not be considered confidential
Consequently, each of the Parties undertakes that the confidential information :
This obligation of confidentiality shall apply during the term of the contract and for a period of five (5) years after the end of the contract.
ARTICLE 14 - INTELLECTUAL PROPERTY
14.1. The Solution
SEMIOLOGIC is the owner of the copyrights on the Solution in the sense of the provisions of the Code of the Intellectual Property. Therefore, the Editor acquires from SEMIOLOGIC only a license to use the Solution. The license granted by SEMIOLOGIC on the Solution to the Editor is strictly personal, it has a non-exclusive, non-transferable and non-transferable character to third parties. Its duration corresponds to the duration of the subscription.
The Editor accepts the terms of the license to use the Solution, when accepting the General Conditions. As a result of this acceptance, the Editor agrees to use the Solution under the conditions strictly defined by these General Terms and Conditions and in compliance with the applicable legal provisions.
In the context of the license granted to the Contractor by SEMIOLOGIC, the Contractor agrees not to infringe directly or indirectly on SEMIOLOGIC's property rights on the Solution and in particular:
The Editor shall not do any of the following:
14.2. The brand
The present general conditions of use do not involve any transfer of property of the mark SEMIOLOGIC nor any authorization of reproduction. Any unauthorized reproduction of the trademark will result in legal proceedings against the Editor.
SEMIOLOGIC warrants that it has all the rights necessary to enter into this agreement.
SEMIOLOGIC warrants that the Solution does not infringe the intellectual property rights of any third party.
In this respect, SEMIOLOGIC guarantees the Editor against any recourse, claim or demand of a third party concerning the intellectual property rights relating to the Solution.
In such a case, SEMIOLOGIC undertakes to make every effort to allow the Editor to continue to use the Solution.
This guarantee is limited to the amount specified in article 8.1 of the contract "Limitation of liability".
On his part, the Editor undertakes to immediately notify SEMIOLOGIC of any infringement of the Solution of which he would have knowledge, SEMIOLOGIC being free to take the measures it deems appropriate.
ARTICLE 15. GENERAL PROVISIONS
15.1 Mutual information
The Parties are aware of the fact that in accordance with Article 1112-1 of the Civil Code, the Party that knows information whose importance is decisive for the consent of the other Party must inform the latter. In this respect, the Parties declare that they have exchanged all the information that is decisive for the consent of each of them, i.e. having a direct and necessary link with the content of the General Conditions or the capacity of the Parties.
15.2. Declaration of mutual independence
The Parties are independent of each other and expressly agree that their collaboration is in no way constitutive of a de facto or de jure company, a joint venture, a mandate, an economic agent contract, or a salary relationship between the Parties.
The Parties shall respectively bear all social and fiscal charges to which the collection of commissions resulting from the present agreement would subject them.
The Parties undertake to make all declarations to the tax authorities, to submit to all resulting social and tax regimes, and to pay all taxes and contributions for which they are liable.
15.3. Commercial reference
The Editor expressly authorizes SEMIOLOGIC to use/reproduce its corporate name and/or its brand as a commercial reference. In this perspective, SEMIOLOGIC will have the right to reproduce the corporate name and/or the brand of the Editor on its website as well as on its commercial documents and official pages of social networks.
This authorization is given for the duration of the present and for a period of TWO MONTHS from the end of the present for any reason whatsoever.
For the purposes of this Agreement, the Parties shall elect domicile at their respective registered offices.
Any modification must be notified to the other Party by registered mail with acknowledgement of receipt, in order to be enforceable.
Each of the Parties declares, in view of the negotiations that have taken place, which have enabled it to make a commitment with full knowledge of the facts, that it expressly waives the right to avail itself of the provisions of Article 1195 of the Civil Code and of the unforeseeable circumstances provided for therein, and undertakes to assume its obligations even if the contractual equilibrium is upset by circumstances that could not have been foreseen at the time of the conclusion of the contract, even if their execution proves excessively onerous, and to bear all of the financial and economic consequences.
15.6. Invalidity and independence of clauses
In the event that any provision(s) of this Agreement shall be or become invalid, illegal or unenforceable for any reason, the validity, legality or enforceability of any other provision(s) of the Agreement shall not in any way be affected or impaired, unless such other provisions of the Agreement are an integral part of or clearly indistinguishable from the invalidated or unenforceable provisions or unless their invalidation would affect the overall balance of the Agreement.
In the event of the invalidation or unenforceability of any provision of the General Terms and Conditions of Sale and Use, which is deemed to be insubstantial, the Parties shall endeavor to negotiate an economically equivalent provision.
The failure of either Party to exercise its rights for failure of the other Party to comply with the terms of the Terms and Conditions shall not be construed as a continuing waiver of the right to exercise any remedy or as a delay in enforcing the terms of these Terms and Conditions.
15.8. Fair and Good Faith Behavior
SEMIOLOGIC and the Editor are committed to behave in a loyal way.
SEMIOLOGIC and the Editor undertake to inform the other party without delay of any dispute or difficulty that they may encounter in the execution of the present contract.
The headings introducing the various articles of these terms and conditions serve only to facilitate their reading. The headings shall not be used as a tool for the interpretation of any right or obligation of these terms and conditions of sale and use.
15.10. Exception of non-performance
In the event that either Party fails to perform its obligations, the defaulting Party shall have the right to request the compulsory performance in kind of the obligations arising from the contract. In accordance with the provisions of Article 1221 of the Civil Code, the defaulting Party may pursue such compulsory execution after a simple formal notice, sent to the other Party by registered mail with acknowledgement of receipt, which has remained unsuccessful, unless it proves to be impossible or if there is a manifest disproportion between its interest for the defaulting Party and its cost for the other Party.
15.11. Applicable law and language of the contract
The present general conditions are subject to French law.
The present general conditions are written in French. In the event that they are translated into another language, only the French version will be deemed authentic in the event of a dispute.
For all legal requests, in particular those relating to the rights of diffusion and reproduction, to announce a difficulty relating to the technical operation of the Site, to the subscription of the Plans " Basic ", " Starter " and " Pro ", or simply to have information on the activity of SEMIOLOGIC, contact: firstname.lastname@example.org.
ARTICLE 16 - PRIOR MEDIATION CLAUSE
Any dispute of any nature whatsoever which may arise in connection with this agreement, as to its validity, interpretation, performance or non-performance, interruption or termination, shall be submitted to mediation prior to any referral to a court of competent jurisdiction to settle the dispute.
From the date of receipt of the letter from either Party notifying the other of the existence of a dispute, the most diligent Party shall refer the matter to a mediation center of its choice, provided that the said center is a member of the Fédération Nationale (Française) des Centres de Médiation.
If this process is not followed or if there is a persistent disagreement between the Parties on the designation of the mediation center, the most diligent Party shall refer the matter, by petition or by summary proceedings, to the competent judge in the jurisdiction of the election of domicile hereinafter, so that he may designate a mediation center.
The Parties shall request from the Mediation Center designated either by the most diligent Party or by the competent judge, the appointment of one or two mediators from the list of the said Center.
In case of impediment or refusal of the mission by the designated mediator(s), the President of the Mediation Center shall designate one or two other mediators, with identical qualifications, members of the same Mediation Center.
The costs and fees of the mediation shall be borne equally by each of the Parties, unless otherwise agreed in writing during the mediation process.
Once the mediator(s) has (have) accepted his (their) mission, he (they) will invite the parties to mediation within fifteen (15) days of his (their) referral.
It is agreed that the duration of the mediation process shall not exceed three (3) months from the date of the deposit of the fees and allowances, unless the Parties and the mediator expressly agree otherwise.
It is reminded that the failure to implement the mandatory mediation prerequisite renders inadmissible the referral of the dispute to the judge competent to decide on the merits of the dispute, and that this omission cannot be rectified during the course of the proceedings. However, the mediation procedure suspends the running of the statute of limitations as from the referral to the aforementioned Mediation Center until the drafting of a document noting the failure of the mediation by the said Center.
If the Parties fail to reach an agreement within the three (3) month period referred to above, the dispute shall be brought by the most diligent Party before the competent Court designated in Article 17 of these general terms and conditions.
ARTICLE 17 - JURISDICTION CLAUSE
Any dispute relating to the conclusion, the validity, the interpretation, the execution and/or the cessation of the present General Conditions will have to be carried even in the event of plurality of the defendants or call in guarantee, including in summary proceedings before the commercial court of Aix en Provence.