The Reveal General Terms and Conditions (“GTC”) are effective as of the effective date of an applicable signed order form (such form an “Order Form”) or the date of an online subscription (such date the “Effective Date”), both including acceptation of the Data Processing Agreement attached, and is by and between Sharework SAS, a French corporation, registered in the Paris Trade and Companies Register under number 793 618 729, with a place of business at 26 rue Henry Monnier, 75009 PARIS France, and the customer set forth on the Order Form or in the online subscription process (“Customer”) (each a “Party” and together the “Parties”).
Sharework SAS ("Sharework" or "Reveal") provides their service via its app.reveal.co platform ("Reveal Service" or "Reveal Services" or "the Services" ).
Reveal provides services allowing companies to connect a Data Source to process and share CRM Data with Trusted Business Partners. Reveal Customers can invite Trusted Business Partners to connect and share selected Processed CRM Data, either via a web application or a REST API. To do this, Reveal has developed services to process the CRM Data of two or more companies that wish to collaborate, in order to identify and select the relevant Processed CRM Data to be shared. Reveal therefore positions itself as a trusted third-party standing between two or more companies that wish to collaborate and communicate Processed CRM Data to each other, while ensuring the security and confidentiality of the rest of their data.
The Customer acknowledges and declares to have the necessary skills to understand Reveal services and to ensure that the services offered by Reveal are relevant and appropriate to its IT needs and infrastructure, particularly with regard to its Data Source connected / uploaded to Reveal Services.
The Customer is generally a natural person, acting on behalf of his employer, his instructing party, his partner, his management company, his executive bodies. In order to avoid any misunderstanding, the Customer makes the following statement, as far as he is concerned, to Reveal:
(i) For Customer that are legal entities:
(ii) For Customer that are natural persons:
“Services” means the product(s) and service(s) that are ordered by Customer from Reveal online or through an Order Form referencing this GTC, whether on a free, trial, or paid basis, and to which Reveal thereby provides access to Customer. Services exclude any products or services provided by third parties, even if Customer has connected those products or services to the Services. Subject to the terms and conditions of this GTC, Reveal will make its best effort to make the Services available during the Term as set forth in an Order Form.
“Data Source”means a business database that is connected or uploaded by Customer to Reveal Services
“Service Data” means all data produced by Reveal Services
“CRM Data” means all data within Customer Data Source available to Reveal
“Processed CRM Data” means CRM Data processed by Reveal Services
“Customer Data” means the combination of Service Data, CRM Data and Processed CRM Data. Customer Data may include, without limitation, any information relating to an identified or identifiable natural person (‘data subject’) where an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as name, an identification number, location data, an online identifier or to one or more factors specific to their physical, physiological, mental, economic, cultural or social identity of that natural person (such information, “Personal Data”)
“Usage Data” means data & information about how the Customer uses the Services
“Trusted Business Partner” means a Customer’s business partner invited to connect via Reveal for data sharing purposes
The Services developed by Reveal are available at the following address: https://app.reveal.co. To access the Services, the Customer must first create a dedicated account by entering an exact email address, which may be used by Reveal to send legal notices or notices relative to the Services, and define a personal and confidential password of a sufficiently secure level and comprising at least 8 characters of his choice, including at least 1 uppercase or number and provide the name of his/her company. To finalize the creation of an account, the Customer must have read and accepted these GTC. Then, the Customer must connect or upload a Data Source to Reveal.
The connection / upload of the Customer's Data Source to Reveal has several effects:
Thereafter, if a Trusted Business Partner accepts a Customer's invitation, it becomes, in turn, a Customer within the meaning of this GTC, i.e. it follows the same use process and also connects its Data Source for import, standardization and analysis purposes. It is only in this case, and after obtaining the express consent of both Customers, that their common relevant Processed CRM Data made available to them according to the sharing terms they have set.
In order to continuously improve the Services, Reveal reserves the right to update or install new versions of its Services. The Customer acknowledges that maintenance operations may make the Services temporarily unavailable. Reveal implements a continuous development process, and should, in principle, be able to update the Services without any interruption of service. However, in the event that Reveal should interrupt its Services to deploy a new version of the software, the company will endeavor to do so under the following conditions:
In either case, these possible service interruptions will not give rise to any compensation.
The Parties agree that Reveal may, at its discretion, develop services, the elements of which they are composed and their annexes. These evolutions will be enforceable against the Customer as soon as they are launched into production. In the event that the Customer refuses these changes, the Customer shall retain the right to terminate the contract under the conditions provided for in this GTC.
A technical support service is available at email@example.com or via an in-app chat, as soon as the questions asked relate to the use of Reveal Services.
The account creation and all features made accessible by default upon registration online are free to use. Reveal reserves the right to change this principle of gratuity at any time. In such a context, Reveal will notify each Customer who has consented to this GTC of its new pricing policy, which will be effective at the end of the second month following the notification. (Example: notification on 10 June 2020, entry into force on 1 September 2020). This notification will be sent by e-mail to the address indicated by the Customer. Upon receipt, the Customer will benefit from a one-month reflection period at the end of which he/she must confirm to Reveal, by return of email, that he/she agrees to the pricing policy. In the absence of such consent, this contract shall be considered terminated on the date of entry into force of the new pricing policy.
If the Customer wishes to benefit from additional functionalities, he/she will have to subscribe to the paid Services and contact Reveal to sign an Order Form, detailing the features made available and the associated price for the service. The Customer will pay the fees specified in the Order Form (the “Fees”).
Reveal will invoice the Customer for Fees, either within the Services or directly, within thirty (30) days of the Effective Date. The Customer will pay all invoiced Fees net forty-five (45) days from the date of the invoice. Any late payments are subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less. Fees do not include local, state, or federal taxes or duties of any kind and any such taxes will be assumed and paid by the Customer, except for taxes on Reveal based on Reveal’s income or receipts.
This GTC commences on the Effective Date and will remain in effect through the Initial Term and all Renewal Terms, as specified in the Order Form, unless otherwise terminated in accordance with this Section (the Initial Term and all Renewal Terms collectively the “Term”). If the Order Form does not specify, the Initial Term will be one year and will automatically renew for successive one-year periods unless the Customer provides Reveal with notice of termination at sixty (60) days prior to the end of the Term.
A Party may terminate this GTC for cause (a) upon notice to the other Party of a material breach if such breach remains uncured after fifteen (15) days from the date of the breaching Party’s receipt of such notice; or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Non-payment of Fees by the Customer past ninety (90) days from an invoice date, and any Prohibited Uses (as defined below), will be considered de facto material breaches of the GTC.
A Party may terminate the GTC and an applicable Order Form either (i) in accordance with the renewal provisions of the Order Form or (ii) if such provisions are not specified, by providing notice to the other Party of termination, by written, forty-five (45) days prior to the end of the then-current Term. Only for free subscription, a Party may terminate the contract at any time by e-mail. Such termination shall become effective at the end of the second month following the date of notification (Example: notification by email on 4 August 2020, contract expiry on 1 November 2020).
Upon termination or cancellation of an Order Form or this GTC (a) with respect to termination of the entire GTC, all Order Forms will concurrently terminate, if applicable, (b) Customer will have no further right to use the Services under the terminated or cancelled Order Forms and Reveal will remove Customer’s access to same, and (c) unless otherwise specified in writing, Customer will not be entitled to any refund of fees paid. The following Sections will survive termination: Section 2 (Fees and Payment), Section 5 (Confidentiality), Section 6.2 (Data Practices-Ownership), Section 8 (Intellectual Property Rights), Section 9.3 (Disclaimers), Section 10 (Indemnification), Section 11 (Limitation of Liability), and Section 12 (Miscellaneous). Termination of this GTC will not limit a Party’s liability for obligations accrued as of or prior to such termination or for any breach of this GTC.
Reveal hereby grants Customer a non-exclusive, non-transferable, non-sublicensable right to and license to access and use the Services for Customer’s internal business purposes, all subject to the terms and conditions of this GTC and the Order Form if applicable.
The Customer may designate and provide access to its (or its corporate affiliates’) employees, independent contractors, or other agents to an account on the Services as authorized users (each an “Authorized User”) up to the number of “seats” set forth in the Order Form (unlimited if not specified in the Order Form). Each account may be used only by a single, individual Authorized User, and the Customer may be charged for additional seats (if applicable), or Reveal may terminate the GTC for cause, if this requirement is circumvented. Customer is responsible for all use and misuse of the Services by Authorized User accounts and for adherence to this GTC by any Authorized Users, and references to Customer herein will be deemed to apply to Authorized Users as necessary and applicable. The Customer agrees to promptly notify Reveal of any unauthorized access or use of which the Customer becomes aware.
The Customer and Authorized Users will not: (a) “frame,” distribute, resell, or permit access to the Services by any third party other than for its intended purposes; (b) use the Services other than in compliance with applicable federal, state, and local laws; (c) interfere with the Services or disrupt any other user’s access to the Subscription Service; (d) reverse engineer, attempt to gain unauthorized access to the Service, attempt to discover the underlying source code or structure of, or otherwise copy or attempt to copy the Services; (e) knowingly transfer to the Services any content or data that is defamatory, harassing, discriminatory, infringing of third party intellectual property rights, or unlawful; (f) transfer to the Services or otherwise use on the Services any routine, device, code, exploit, or other undisclosed feature that is designed to delete, disable, deactivate, interfere with or otherwise harm any software, program, data, device, system or service, or which is intended to provide unauthorized access or to produce unauthorized modifications; or (g) use any robot, spider, data scraping, or extraction tool or similar mechanism with respect to the Services.
As used herein, the “Confidential Information” of a Party (the “Disclosing Party”) means all financial, technical, or business information of the Disclosing Party that the Disclosing Party designates as confidential at the time of disclosure to the other Party (the “Receiving Party”) or that the Receiving Party reasonably should understand to be confidential based on the nature of the information or the circumstances surrounding its disclosure. For the sake of clarity, the Parties acknowledge that Confidential Information includes the terms and conditions of this GTC. Except as expressly permitted in this GTC, the Receiving Party will not disclose, duplicate, publish, transfer or otherwise make available Confidential Information of the Disclosing Party in any form to any person or entity without the Disclosing Party’s prior written consent. The Receiving Party will not use the Disclosing Party’s Confidential Information except to perform its obligations under this GTC, such obligations including, in the case of Reveal, to provide the Services. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required by law, provided that the Receiving Party: (a) gives the Disclosing Party prior written notice of such disclosure so as to afford the Disclosing Party a reasonable opportunity to appear, object, and obtain a protective order or other appropriate relief regarding such disclosure (if such notice is not prohibited by applicable law); (b) uses diligent efforts to limit disclosure and to obtain confidential treatment or a protective order; and (c) allows the Disclosing Party to participate in the proceeding. Further, Confidential Information does not include any information that: (i) is or becomes generally known to the public without the Receiving Party's breach of any obligation owed to the Disclosing Party; (ii) was independently developed by the Receiving Party without the Receiving Party's breach of any obligation owed to the Disclosing Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Disclosing Party.
Reveal agrees to fulfill the contractual obligations for which it is responsible with loyalty and good faith. More specifically, Reveal agrees, without this list being exhaustive, to:
However, the Parties expressly agree that Reveal may collect and store Customer Data, in order to process them anonymously for R&D purposes, for aggregated data calculation purposes, to improve its services, and particularly for matching.
The Customer agrees to fulfil the contractual obligations for which he is responsible with loyalty and good faith. More particularly, the Customer agrees, without this list being exhaustive, to:
The Customer will continue to retain its ownership rights to all Customer Data processed under the terms of this GTC and Reveal will own all Usage Data.
Reveal will use Customer Data, and Usage Data as follows and, to the extent necessary, the Customer provides Reveal a license to use, modify, reproduce, distribute, display and disclose same during the Term in accordance with this GTC:
Reveal may receive, collect, store and/or process Customer Data based on the contract concluded by the Parties and on Reveal’s legitimate interest in operating the Services. For example, Reveal may collect Personal Data (such as name, phone number, or credit card information) through the account activation process. Reveal may also use Customer Data in an anonymized manner, such as conversion to numerical value, for the training of the machine learning models to support certain features and functionality within the Services.
Reveal may communicate with Customer or Authorized Users (i) to send product information and promotional offers or (ii) about the Services generally. If Customer or an Authorized User does not want to receive such communications, Customer may email firstname.lastname@example.org. The Customer and necessary Authorized Users will always receive transactional messages that are required for Reveal to provide the Services (such as billing notices and product usage notifications).
Reveal may collect, and may engage third-party analytics providers to collect, Usage Data to develop new features, improve existing features, or inform sales and marketing strategies based on Reveal’s legitimate interest in improving the Services. When Reveal uses Usage Data, any Personal Data that was included in Service Data shall be anonymized and/or aggregated in such a manner that it no longer constitutes Customer Data or Personal Data under applicable data protection laws. Any such third-party analytics providers will not share or otherwise disclose Usage Data, although Reveal may make Usage Data publicly available from time to time.
TheCustomer may wish to connect third-party services to the Service. When the Customer uses a third-party service to connect with Reveal, logs into the Services through a third-party authentication service, or otherwise provides Reveal with access to information from a third-party service, Reveal may obtain other information, including Personal Data, from those third parties and combine that Service or Usage Data based on the contract concluded by the Parties and on Reveal’s legitimate interest in providing the Customer with functionality that supports the Services. Any access that Reveal may receive to such information from a third-party service is always in accordance with the features and functionality, particularly as to authorization, of that service. By authorizing Reveal to connect with a third-party service, the Customer authorizes Reveal to access and store any information provided to Reveal by that third-party service, and to use and disclose that information in accordance with this GTC.
Customer agrees that Reveal may provide Service Data and Personal Data to authorized third-party service providers, only to the extent necessary to provide, secure, or improve the Services. Any such third-party service providers will only be given access to Service Data and Personal Data as is reasonably necessary to provide the Services and will be subject to (a) confidentiality obligations which are commercially reasonable and substantially consistent with the standards described in this GTC; and (b) their agreement to comply with the data transfer restrictions applicable to Personal Data as set forth below.
(i) Reveal will not sell, rent, or lease Customer Data to any third party, and will not share Customer Data with third parties, except as permitted by this GTC and to provide, secure, and support the Services. (ii) Reveal will maintain commercially reasonable (particularly for a company of Reveal’s size and revenue) appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data. Reveal has implemented a Data Protection Policy accepted by all employees and contractors . Policy is available here (https://app.vanta.com/policies/ymz3floycc32mqfzm3145u/data-protection-policy).
Reveal does not use any server directly accessible from the Internet: Kubernetes nodes and databases only have private IP addresses. Additionally, Reveal enforces infrastructure secrets (kubernetes secrets) encryption at the application layer using rotating symmetric encryption keys.
In order to guarantee the greatest possible protection to the Customer Data:
Access to the production databases is strictly limited to Reveal personnel and authorized sub-processors in order to enable them to deliver the Service covered by this GTC.
External communications are always performed over secured protocols (in particular, but not exclusively, HTTPS), which guarantees point-to-point encryption of communication via the Internet.
All code developed by Reveal is subject to extensive review before it can be used in production environments. An important aspect of this review is to ensure compliance of the code with Reveal's security policy, and to apply good security practices. In addition, external dependencies (open source or commercial) are continuously monitored in order to detect security breaches that may be present in these dependencies, and to be able to apply appropriate patches as soon as possible.
Reveal has implemented an Information Security Policy accepted by all employees and contractors .
The Parties agree to comply with the current regulations relative to the protection of personal data, in particular the French Data Protection Act in its version in force on the date hereof and the EU Regulation of 27 April 2016, known as the "GDPR".
Reveal operates the Services and, as applicable, handles Cookies, pursuant to the cookies policy available at https://reveal.co/legals/cookies-policy (the “Cookies Policy”).
To the extent Customer Data constitutes Personal Data, the Parties agree that Customer determines the purpose and means of processing such Personal Data, and Reveal processes such information on behalf of Customer. Therefore, the Customer must be considered as the controller and Reveal as a processor.
The DPA attached below to the GTC constitutes the instructions given by the Customer to Reveal regarding the processing of Personal Data, in accordance with GDPR, Article 28. Acceptance of the DPA is a condition precedent to the conclusion of the GTC between the Parties and its entry into force.
Unless otherwise specifically agreed to by Reveal, Customer Data may be hosted by Reveal, or its respective authorized third-party service providers, in the European Union or other locations around the world. In providing the Services, Reveal will engage entities to process Customer Data, including and without limitation, any Personal Data within Customer Data pursuant to this GTC, within the EU and in other countries and territories. The Services offered by Reveal are hosted on Google's servers (via its Google Cloud offer) located in the European Union.
Each Party will retain all rights, title and interest in any patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (“Intellectual Property Rights”), and Reveal in particular will exclusively retain such rights in the Services and all components of or used to provide the Services. Customer hereby provides Reveal a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback Reveal receives from Customer, Customer’s agents or representatives, Authorized Users, or other third parties acting on Customer’s behalf; and Reveal also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or that were initiated by such suggestions, enhancement requests, recommendations or other feedback.
Each Party represents that it has validly entered into this GTC and has the legal power to do so.
Reveal warrants that during an applicable Term, (a) this GTC will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Service Data; and (b) the Services will perform materially in accordance with the applicable documentation provided within the Services. For any breach of a warranty in this section, Customer’s exclusive remedies are those described in Section 3 (Term and Termination) herein.
EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION AND ANY APPLICABLE SERVICE LEVEL AGREEMENT, THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND Reveal EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT Reveal DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY CUSTOMER FROM Reveal OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS GTC. THE PARTIES ADDITIONALLY AGREE THAT Reveal WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR CLIENT’S VARIOUS COMPLIANCE PROGRAMS, AND THAT THE SERVICES, TO THE EXTENT APPLICABLE, ARE ONLY TOOLS FOR ASSISTING CLIENT IN MEETING THE VARIOUS COMPLIANCE OBLIGATIONS FOR WHICH IT SOLELY IS RESPONSIBLE.
11.1. Indemnification by Reveal. Reveal will indemnify and hold Customer harmless from and against any claim brought by a third party against Customer by reason of Customer’s use of a Service as permitted hereunder, alleging that such Service infringes or misappropriates a third party’s valid patent, copyright, trademark, or trade secret (an “IP Claim”). Reveal will, at its expense, defend such IP Claim and pay damages finally awarded against Customer in connection therewith, including the reasonable fees and expenses of the attorneys engaged by Reveal for such defense, provided that (a) Customer promptly notifies Reveal of the threat or notice of such IP Claim; (b) Reveal will have the sole and exclusive control and authority to select defense attorneys, and defend and/or settle any such IP Claim (however, Reveal will not settle or compromise any claim that results in liability or admission of any liability by Customer without prior written consent); and (c) Customer fully cooperates with Reveal in connection therewith. If use of a Service by Customer has become, or, in Reveal’s opinion, is likely to become, the subject of any such IP Claim, Reveal may, at its option and expense, (i) procure for Customer the right to continue using the Service(s) as set forth hereunder; (ii) replace or modify a Service to make it non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or practicable as determined by Reveal, terminate Customer’s subscription to the Service(s) and repay, if applicable, on a pro-rata basis, any Fees previously paid to Reveal for the corresponding unused portion of the Term for such Service(s). Reveal will have no liability or obligation under this Section with respect to any IP Claim if such claim is caused in whole or in part by (x) compliance with designs, data, instructions or specifications provided by Customer; (y) modification of the Service(s) by anyone other than Reveal; or (z) the combination, operation or use of the Service(s) with other hardware or software where a Service would not by itself be infringing. The provisions of this Section state the sole, exclusive, and entire liability of Reveal to Customer and constitute Customer’s sole remedy with respect to an IP Claim brought by reason of access to or use of a Service by Customer, Customer’s agents, or Authorized Users.
Customer will indemnify and hold Reveal harmless against any claim (a) arising from or related to use of a Service by Customer, Customer’s agents, or Authorized Users in breach of this GTC; or (b) alleging that Customer’s use of the Service or Customer’s Customer Data infringes or misappropriates a third party’s valid patent, copyright, trademark, or trade secret; provided (i) Reveal promptly notifies Customer of the threat or notice of such claim; (ii) Customer will have the sole and exclusive control and authority to select defense attorneys, and defend and/or settle any such claim (however, Customer will not settle or compromise any claim that results in liability or admission of any liability by Reveal without prior written consent); and (iii) Reveal fully cooperates in connection therewith.
Reveal is liable for the consequences resulting from its faults, failures, omissions or errors, except if they are the result of fault, failure, omission or error of the Customer or one of its employees or in the event of force majeure. However, Reveal cannot be held liable for the veracity of the CRM Data, whose content remains the responsibility of the Customer from whom they originate. Similarly, in the event that a Customer has entered into and/or executed this contract without being duly authorized by, where applicable, his employer, instructing party, management company, executive bodies, etc., the said employer, instructing party, partner, management company, executive body, etc. may not hold Reveal responsible, whatever the motive.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THIS GTC, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY AFFILIATE FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA (BEING DATA LOST IN THE COURSE OF TRANSMISSION VIA CUSTOMER’S SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF Reveal), BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR ANY OTHER INDIRECT LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ANY AFFILIATE IN CONNECTION WITH THIS GTC OR THE SERVICES REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS GTC, Reveal’S AGGREGATE LIABILITY TO CUSTOMER, ANY CUSTOMER AFFILIATE, OR ANY THIRD PARTY ARISING OUT OF THIS GTC OR THE SERVICES WILL IN NO EVENT EXCEED THE FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY, OR, FOR CUSTOMER WHO HAVE ONLY SUBSCRIBED TO FREE SERVICES, THE FINANCIAL CONSEQUENCES OF DIRECT AND FORESEEABLE DAMAGES RESULTING FROM Reveal FAULTS, FAILURES, OMISSIONS OR ERRORS, EXCEPT IF THEY ARE THE RESULT OF FAULT, FAILURE, OMISSION OR ERROR OF THE USER OR ONE OF ITS EMPLOYEES OR IN THE EVENT OF FORCE MAJEURE. IN ANY EVENT, Reveal'S RESPONSIBILITY IS SET WITHIN THE COMPENSATION LIMITS PROVIDED FOR IN ITS PROFESSIONAL INDEMNITY INSURANCE. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THIS GTC BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF Reveal WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. Reveal HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE CUSTOMER WITH THE RIGHTS TO ACCESS AND USE THE SERVICES PROVIDED FOR IN THIS GTC. THE LIMITATION OF LIABILITY PROVIDED FOR HEREIN WILL APPLY IN AGGREGATE TO SUBSCRIBER AND ITS AFFILIATES AND SHALL NOT BE CUMULATIVE. THE LIMITATIONS SET FORTH IN SECTION SHALL NOT APPLY TO CLAIMS OR DAMAGES RESULTING FROM Reveal’s IP CLAIMS INDEMNITY OBLIGATIONS IN THIS GTC. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages or for personal injury or death, which means that some of the above limitations may not apply to the Customer. IN THESE JURISDICTIONS, Reveal’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. Any claims or damages that the Customer may have against Reveal will only be enforceable against Reveal and not any other entity or its officers, directors, representatives, or agents.
The Customer guarantees that his employees will respect this GTC and the Order Form if applicable. The Customer acknowledges that it is responsible for the following (non-exhaustive list):
The Customer's attention is drawn to the fact that he may, and is even advised to, conclude a confidentiality agreement with the Trusted Business Partners in order to protect the future of the Processed CRM Data that will be shared, for which Reveal is not responsible.
This GTC and, if applicable, the applicable Order Form(s) constitute the entire agreement, and supersedes all prior agreements, between Reveal and Customer regarding the subject matter hereof.
Either Party may, without the consent of the other Party, assign this GTC to any affiliate or in connection with any merger, change of control, or the sale of all or substantially all of such Party’s assets provided that (1) the other Party is provided prior notice of such assignment and (2) any such successor agrees to fulfill its obligations pursuant to this GTC. Subject to the foregoing restrictions, this GTC will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.
If any provision in this GTC is held by a court of competent jurisdiction to be unenforceable, such provision will be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this GTC will remain in effect.
The Parties are independent contractors. This GTC does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.
All notices provided by Reveal to Customer under this GTC may be delivered in writing (a) by nationally recognized overnight delivery service (“Courier”) or mail to the contact mailing address provided by Customer on the Order Form or during the online subscription; or (b) electronic mail to the electronic mail address provided for Customer’s account owner. Customer must give notice to Reveal in writing by Courier to 26 rue Henry Monnier, 75009 PARIS Attn: Reveal. All notices shall be deemed to have been given immediately upon delivery by electronic mail; or, if otherwise delivered upon the earlier of receipt or two (2) business days after being deposited in the mail or with a Courier as permitted above.
This GTC will be governed by the laws of FRANCE, without reference to conflict of laws principles. Any dispute relating to the conclusion, execution, interpretation or termination of the GTC shall fall under the exclusive jurisdiction of the Paris Court of Appeal, even in the event of third parties, proceedings involving several defendants, or summary proceedings.
Customer agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Reveal’s employees or agents in connection with this GTC. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly give notice to Reveal.
Reveal may use Customer’s name, logo, and trademarks solely to identify the Customer as a user of Reveal services on the Reveal website and other marketing materials and in accordance with the Customer’s trademark usage guidelines, if Customer provides them to Reveal. Reveal may share aggregated and/or anonymized information regarding use of the Services with third parties for marketing purposes to develop and promote Services. Reveal never will disclose aggregated and/or anonymized information to a third party in a manner that would identify the Customer as the source of the information or Authorized Users or others personally.
Reveal may amend this GTC from time to time, in which case the new GTC will supersede prior versions. Reveal will notify Customer not less than ten (10) days prior to the effective date of any such amendment and Reveal’s continued use of the Services following the effective date of any such amendment may be relied upon by Reveal as consent to any such amendment. Reveal’s failure to enforce at any time any provision of this GTC does not constitute a waiver of that provision or of any other provision of this GTC.
This Data Processing Agreement for Reveal Services (the “DPA”) details the parties’ obligations regarding the Processing of Personal Information on your behalf (hereinafter “Customer”) as part of the provision of Reveal Services as described in further detail in the Reveal’s General Terms of Service (hereinafter “GTC”). In the event of a conflict between the terms of the GTC and that of this DPA, the terms of this DPA shall prevail.
The Customer, as controller, and Reveal, as processor, undertake to respect the Regulation (EU) 2016/679 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 (“GDPR”) or other data privacy or data protection law or regulation that applies to the Processing of Personal Data under this DPA (such laws collectively with GDPR, “Applicable Data Protection Law”).
For the purpose of this DPA the following terms will have the same meaning as assigned under the Applicable Data Protection Law: “Data Subject”, “Process/Processing”, “Personal Information” or “Personal Data”, “Supervisory Authority”, “Controller”, “Processor” and “Binding Corporate Rules” (or any of the equivalent terms).
“Services” means the product(s) and service(s) that are provided by Reveal to the Customer.
“Data Source”means a business database that is connected or uploaded by Customer to Reveal Services.
“Service Data” means all data produced by Reveal Services.
“CRM Data” means all data within Customer Data Source available to Reveal.
“Processed CRM Data” means CRM Data processed by Reveal Services.
“Customer Data” means the combination of Service Data, CRM Data and Processed CRM Data.
“Trusted Business Partner” means a Customer’s business partner invited to connect via Reveal for data sharing purposes
“Usage Data” means data & information about how the Customer uses the Services
Reveal provides Services allowing the Customer to connect a Data Source, process, store and share relevant CRM Data (“Processed CRM Data”) with Trusted Business Partners.
To deliver the Services, Reveal collects, processes and produces Customer Data which may include, without limitation, any information relating to an identified or identifiable natural person (‘data subject’) where an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as name, an identification number, location data, an online identifier or to one or more factors specific to their physical, physiological, mental, economic, cultural or social identity of that natural person (such information, “Personal Data”)
The Customer is responsible for complying with its obligations as a controller under this DPA and Applicable Data Protection Law, including the lawfulness of disclosing personal information to Reveal.
The Customer, who collects the Personal Data, remains responsible for informing the persons concerned of the transfer and processing of said data by Reveal, whose responsibility, as subcontractor of the processing, can only be engaged within this limit.
The Customer must document in writing his instructions regarding the processing of personal data to Reveal. The Customer’s instructions are reflected in the Contract and this DPA. The User has the right to reasonably provide additional instructions to Reveal. If the exercise of the right to issue reasonable instructions results in disproportionate efforts on part of Reveal which exceed the Services set forth in the Contract or Reveal’s duties under Applicable Data Protection Law, Reveal may comply with the instruction for a separate fee in relation to the efforts arising thereof.
Reveal will do its best efforts to:
Reveal is authorized by the Customer to use sub processors for the performance of his contractual obligations, including the processing of personal data, provided that Reveal has concluded a written or electronic agreement with the subcontractor guaranteeing a level of protection equivalent to the level provided for in the DPA and, at the Customer’s request that main dispositions of this agreement be communicated to him.
Reveal must inform the Customer of any intended changes concerning the addition or replacement of a sub-processor, it being understood that the Customer may object to such changes if this subcontractor does not comply with GDPR mandatory dispositions, within eight days of being informed. Reveal has implemented and enforces a Vendor Management Policy.
The Customer is entitled to conduct an audit up to once per year to confirm compliance with the relevant controls under this DPA. Such audits and inspections should be a document audit. If this document audit does not satisfy the Customer, the Customer may conduct an on-site audit, during regular business hours, and without interfering with Reveal’s operations, upon at least 30 days prior notice and pursuant to an agreed-upon scope. Each party will bear its own costs in relation to the audit.
If the Customer would like a third party to conduct the audit, the third party must be mutually agreed to by the parties and must execute a written confidentiality agreement acceptable to Reveal.
The audit report or findings shall be confidential information under the Contract and the Customer will provide Reveal with a copy thereof. The Customer may use the audit reports and findings only for the purposes of meeting its regulatory audit requirements and/or confirming compliance with the requirements of this DPA.