9. What Are Our Services?

9.1. Our Services

Before subscribing, you can become aware of the Features of our Services on our Platform.

You recognize:
- that you are aware of the characteristics and constraints of our Services, in particular the technical ones,
- that the implementation of the Services requires a connection to the Internet and that the quality of the Services depends on this connection, for which we are not responsible.

The Services you have subscribed to are described on the Platform.

In particular, you have access to Script in order to implement it on the Client’s website in order to assess the reaction of your Visitor, and especially, you have access to the following Services:
- CONCEPTION: In this regard, the Client may conduct various surveys on his own tech products and potential features. You may benefit from:
     - Inbox: to collect feature requests. Ideation: to share potential product updates.
- PREVIEW: In this regard, the Client may share images or interactive prototypes, on the Client's Website itself or out-app through the Portal
- ANNOUNCEMENT: In this regard, the Client may benefit from various functionalities to publish announcements regarding his product or company, on the Client's Website itself or out-app through the Portal.

The accessible Services vary according to the Offer subscribed by the Client and as described on the Platform. In particular, JIMO may Offer:
- A free Offer, including basics Services, described on the Platform, or 
- Paid Offers, including Services described on the Platform, namely “Essentials”, or “Scale”.
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9.2. Our Additional Services

Maintenance
During the term of the Services, you benefit from maintenance, in particular corrective and evolutionary maintenance. In this context, access to the Platform may be limited or suspended. With regard to corrective maintenance, We shall make our best efforts to provide to you with corrective maintenance in order to correct any malfunction or bug found on the Platform. With regard to evolutionary maintenance, you benefit during the term of the Services from evolutionary maintenance, which We may carry out automatically and without prior notice, and which includes improvements to the functionalities of the Platform and/or the technical facilities used within the framework of the Platform (aimed at introducing minor or major extensions).Access to the Platform may also be limited or suspended for reasons of planned maintenance, which may include the above-mentioned corrective and evolutionary maintenance operations.
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Hosting
We provide, under the Terms and Conditions of due care, the hosting of the Platform, as well as the data produced and/or entered by/on the Platform, on its servers or through a professional hosting provider, and on servers located in a territory of the European Union
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Technical support
In the event of any difficulty encountered while using our Services, you can contact us directly on the Platform through our chat or by email at support@usejimo.com.
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Supplementary services
JIMO reserves its rights to offer any other Services or Offers. Any request to modify the subscribed Services must be the subject of a new subscription.
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9.3. For how long do you subscribe to our Services?

You subscribe to our Services for an indefinite period.
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9.4. What are our financial conditions?

9.4.1. What are the fees of our Services?

The fees of the Services to which you have subscribed are indicated on the Platform and may be mentioned in Euros or US Dollars.

If an exchange rate is applied, the Client shall be responsible for the exchange charges applicable at the date of payment of the price. If applicable, the Client is solely responsible for the payment of all bank charges related to the payment of the prices, except for the Company's bank charges.

In order to allow any Client to test all the Features of the Services, JIMO may offer a free trial of the Services. You shall benefit from the Services, as included in the Scale Offer, for a period of 15 days trial. This free trial begins when you first sign up. Then, you have various choices:
- Either, you may choose at any time to stop your trial to subscribe to a paid Offer. This subscription will stop your trial and your paid Offer will start on the day of your sign up.
- Either you may enjoy your free trial and choose after to subscribe to a paid Offer. Please note that, if you do not subscribe to a paid Offer, you will automatically continue on a free Offer with basic Features.

We are free to offer promotional offers or price reductions.

Our prices can be revised at any time under the conditions of the article "How can we modify our Terms and Conditions?”
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9.4.2. What are our billing and payment terms?

You may choose to pay the Services either:
- in a single payment, on the date of subscription for a one-year period, then at each renewal. Payment of the price is made online, by credit card. 

or

- monthly from the time the subscription to the Services is taken out. Payment is made by direct debit  monthly when subscribing to the Solution.

We will send you an invoice per period by any useful means.

Payment is implemented through the payment service provider, Stripe, also indicated on the Platform. You guarantee that you have the necessary authorizations to use this method of payment.
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9.4.3. What are the consequences of late or non-payment?

In the event of default or delay in payment, we reserve the right, from the day after the due date shown on the invoice, to :
- To declare all sums owed by you to us to be in arrears and immediately payable,
- Immediately suspend the Services in progress until full payment of the amounts due,
- Invoice for our benefit interest on arrears equal to 3 times the legal interest rate, based on the amount of the sums not paid on the due date and a fixed indemnity of 40 euros for collection costs, without prejudice to additional compensation if the collection costs actually incurred exceed this amount.
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9.5. What are our respective intellectual property rights and what are we allowed to do?

9.5.1. Intellectual property rights on the Platform and Script

The Platform, including the Solution and the Script(s), is our sole property, as are the software, infrastructures, databases and content of any kind (texts, images, visuals, music, logos, brands, etc.) that we use. They are protected by all intellectual property rights or database producers' rights in force. The license we grant you does not entail any transfer of ownership.

Subject to full payment of the fees by you, JIMO hereby grants to you and your Users a limited, non-exclusive, non-transferable right and license to: (i) use the Platform, (iii) copy, install and integrate the Script(s) with the Client’s website, and (ii) access and use the Solution in SaaS mode, in each case, in accordance with the Terms and Conditions,  for the period set out in the article "For how long do you subscribe to our Services?”

‍As an exception to this section, we may use ours respective names, trademarks and logos and refer to ours respective platforms as commercial references for the duration of our contractual relationship and 3 years thereafter.
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9.5.2. Intellectual property rights on the feedbacks

You may also provide from time to time suggestions, comments for enhancements or functionality or other feedback, to JIMO with respect to the Services (“Feedback”). 

You hereby grant to JIMO a free of charge, worldwide, transferable, sublicensable, irrevocable license to :
- Broadcast and translate the Feedback;
- modify (in particular the framing, format and colors) and/or adapt the Feedback (in particular to the technical constraints of the Platform (alterations or deterioration in their quality).
- copy, distribute, transmit, display, perform, and create derivative works of the Feedback on the Platform and on any other French or foreign websites, published by any companies with which we have agreements, by any means and on any medium, for the purpose of promoting the Platform; and
- use the Feedback and/or any subject matter thereof, including without limitation, the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback and/or any subject matter thereof.
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9.6. What are your obligations and what are you responsible for?

9.6.1. Concerning the provision of information

You agree to provide us with all information necessary to subscribe to and use the Services.

9.6.2. Concerning your Account

You :
- guarantee that the information provided in the form is accurate and undertake to keep it up to date,
- acknowledge that this information is proof of your identity and is binding on you as soon as it is validated
- are responsible for maintaining the confidentiality and security of your login and password. Any access to the Platform using your username and password is deemed to be made by you.

You must contact us immediately using the contact details set out in the "Who are we" section if you become aware that your Account has been used without your knowledge. You acknowledge that we shall have the right to take any appropriate action in such a case.

You are solely responsible for setting the access rights of Users.
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9.6.3. Concerning the use of the Services

You acknowledge and expressly agree that you assume full responsibility for your use of the Services and any information you share in connection therewith. You are also responsible for the use of the Services and any information shared by Users. You agree that the Services will be used exclusively by you and/or Users, who are subject to the same obligations as you in their use of the Services.

You shall not misuse the Services for purposes other than those for which they were designed, and in particular for :
- practice illegal or fraudulent activity,
- harm public order and morality,
- infringe on third parties or their rights in any way whatsoever,
- violate any contractual, legislative or regulatory provision,
- carrying out any activity that may interfere with a third party's computer system, in particular for the purpose of violating its integrity or security,
- carry out any operation aimed at promoting your services and/or sites or those of a third party,
- assist or incite a third party to commit one or more of the acts or activities listed above.

You will also not :

- Copy, modify or misappropriate any of our property or concepts used by us in connection with the Services
- Adopt any conduct that interferes with or hijacks our computer systems or breaches our computer security measures,
- infringe our financial, commercial or moral rights and interests,
- market, transfer or otherwise provide access to the Services, the information hosted on the Platform or any of our property.

You are responsible for content of any kind that you post as part of the Services.

‍You shall not distribute any content (this list is not exhaustive):
- infringing public order and morality (pornographic, obscene, indecent, shocking or unsuitable for a family audience, defamatory, insulting, violent, racist, xenophobic or revisionist),
- infringing the rights of third parties (infringing content, infringing personality rights, etc.) and more generally violating a contractual, legislative or regulatory provision,
- prejudicial to third parties in any way whatsoever,
- misleading, deceptive or proposing or promoting illegal, fraudulent, or deceptive activities,
- harmful to the computer systems of third parties.

You expressly agree to indemnify and hold Jimo and third-party service providers, and each of their officers, directors, agents, joint venture entities, employees, and representatives, harmless from any claim or demand (including attorneys' fees and any fines, fees, or penalties imposed by any regulatory authority) arising out of or related to (a) your breach of any of these Terms and Conditions; (b) your use of the Services; and (c) your violation of any law or regulation of any jurisdiction or the rights of any third party. You will indemnify us for any loss suffered and reimburse us for any sums we may have to bear as a result.
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9.7. What are our obligations and what are we responsible for?

We undertake to provide the Services with due diligence, it is understood that we are bound by due care. 
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9.7.1. Concerning the quality of our Services

We make every effort to provide you with quality Services. For this purpose, we carry out regular checks to verify the functioning and accessibility of our Services and may carry out scheduled maintenance under the conditions specified in the "Maintenance" section.

However, we are not responsible for any difficulties or temporary impossibility of access to our Services due to:
- circumstances outside our network (including partial or total failure of your servers)
- the failure of equipment, cabling, services, or networks not included in our Services or which are not under our responsibility,
- interruption of the Services by telecom operators or internet service providers,
- your intervention, especially, through an incorrect configuration applied to the Services,
- force majeure.

We are responsible for the operation of our servers, the outer limits of which are the connection points.

Furthermore, we do not guarantee that the Services:
- subject to constant research to improve its performance and progress, will be completely free of errors, defects or faults,
- being standard and not offered according to your own personal constraints, will specifically meet your needs and expectations.
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9.7.2. Concerning the service level guarantee of the Platform

The Company does not offer any guarantee of the level of service of the Platform.  

However, We make every effort to maintain 24/7 access to the Platform except in the event of scheduled maintenance as defined in the "Maintenance" section or force majeure.
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9.7.3. Concerning the backup of data on the Platform

We will do our best efforts to back up any data produced and/or entered by/on the Platform.

However, except in cases of proven fault on our part, we are not responsible for any loss of data during maintenance operations.
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9.7.4. Concerning the publication of content

We acts as a hosting provider for the content that the Client puts online. Consequently, we are not responsible for this Content.

If We receive a notification concerning illicit content, it will act promptly to remove it or make it impossible to access, and it may take the measures described in the article "What are the penalties for failing to meet your obligations?".
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9.7.5. Concerning the use of subcontracting and the transfer of our rights and obligations

We may use subcontractors in the performance of the Services, who are subject to the same obligations as we are in the performance of their work. However, we shall remain solely responsible to you for the proper performance of the Services.

We may substitute any person who will be subrogated to all our rights and obligations under our contractual relationship. We will inform you of any such substitution by any written means.
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9.8. Within what limits can you engage our liability?

You understand and agree that neither Jimo nor its suppliers or licensors shall be liable to you for any direct, indirect damages of any kind, including but not limited to, damages for loss of property, profits, goodwill, use, data or other tangible or any other damages based on contract, tort, or otherwise (even if Jimo has been advised of the possibility of such damages), resulting from: the Platform or Services; the use or the inability to use the Services; unauthorized access to or alteration of your transmissions or data; statements or conduct of any third party on the Platform or Solution; any actions we take or fail to take as a result of communications you send to us; human errors; technical malfunctions; failures; omissions, interruptions, latency, deletions or defects of any device or network, providers, or software (including, but not limited to, those that do not permit participation in the Features); any injury or damage to computer equipment; inability to fully access the Platform, the Services or any other website; theft, tampering, destruction, or unauthorized access to, images or other content of any kind; data that is processed late or incorrectly or is incomplete or lost; typographical, printing or other errors, or any combination thereof; or any other matter relating to the Platform or any other aspect of the Services.

If despite the above Jimo is found liable by a court for any reason whatsoever, you expressly agree that its aggregate liability will be strictly limited to direct damages that you suffer as a result of using our Services.

With the exception of physical injury, death, and serious misconduct, and subject to having made a claim by registered letter with acknowledgment of receipt, within a period of one month following the occurrence of the damage, our liability shall not be engaged for an amount exceeding the fees we have received during the 24 months prior the event giving rise to liability or during the period of provision of our Services, if this period is shorter.

9.9. What modes of proof are accepted between us?

Evidence can be established by any means.

You are informed that the messages exchanged through our Platform as well as the data collected on the Platform and our computer equipment constitute the main mode of proof admitted, in particular to demonstrate the reality of the Services performed and the calculation of their price.

9.10. How is personal data processed in the context of the Services?

9.10.1. General provisions

As part of their contractual relations, each Party shall undertake to comply with the applicable regulations on personal data processing and in particular the General Data Protection Regulation (regulation EU 2016/679 of the European Parliament and of the Council of 27 April 2016) and the French Data Protection Act of 6 January 1978 (hereinafter referred together as the “Applicable Regulation”).

Each Party processes personal data of contact person of the other Party involved in the performance of the Terms and Conditions, as data controller within the meaning of the Applicable Regulation for the purpose of managing the contractual relations between the Parties and for the duration of the Terms and Conditions. These processing are carried out for the performance of the Terms and Conditions and only identification data (in particular surname, first name, email address, telephone number) are processed by the Parties.

Personal data are retained during the duration strictly necessary for the purposes of managing the business relationship between Parties. Each of the Parties’ employee, their control services (notably auditor) and their data processors may have access to personal data.

The processing may result in the exercise by each Party’s contact person of their rights under the Applicable Regulation.

If you would like to know more about the personal data processing carried out by us as data controller, please read our Privacy policy available on our website.
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9.10.2. Processing of personal data by us as data processor

Purpose
‍The purpose of this clause is to define the conditions under which we undertake to carry out, on your behalf, the personal data processing operations defined below.As part of their contractual relations, we and you shall each undertake to comply with the Applicable Regulation.

‍Description of the processing that we carried out
‍As part of the Services, we process personal data in your name and on your behalf as a data processor, while you act as a data controller within the meaning of the Applicable Regulation. The characteristics of the processing are described in Appendix 1 of the Terms and Conditions.

‍Our obligations with respect to you
- Data processing: We undertake to process the personal data only for the purposes listed in Appendix 1 and in accordance with your documented instructions, including with regard to transfers of data outside the European Union. Where we consider that an instruction infringes the Applicable Regulation, we shall immediately inform you thereof. Moreover, if we shall process personal data and transfer them to a third country or an international organization, according to the applicable legislation of these Terms and conditions, we shall inform you of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

- Security and data confidentiality: We undertake to implement the appropriate technical and organizational measures to ensure the security and integrity of personal data, their backup and the restoration of their availability in the event of a physical or technical incident. We ensure that the persons authorized to process the personal data hereunder have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

- Sub-processors: We are authorized to use processors (hereinafter "the Sub-Processor") listed in Appendix 1 to carry out specific processing activities. We shall inform you, in writing beforehand, of any intended changes concerning the addition or replacement of Sub-Processors as listed. This information must clearly indicate which processing activities are concerned, the name and contact details of the Sub-Processor. You have a period of 15 (fifteen) calendar days from the date of receipt of this information to submit your legitimate and justifiable objections. In the absence of notification of objections after this period, you shall be deemed to have authorized the use of the relevant Sub-Processor.
The Sub-Processor shall comply with the obligations hereunder on behalf of and in accordance with your instructions. We shall ensure that the Sub-Processor provides the same sufficient warranties regarding the implementation of appropriate technical and organizational measures so that the processing meets the requirements of the Applicable Regulation. If the Sub-Processor fails to fulfil its data protection obligations, we remain fully liable to you for the Sub-Processor’s performance of its obligations.

- Transfer of personal data outside the European Union: We are not authorized to transfer personal data processed as part of the Agreement to countries located outside the European Union. In case such a transfer is needed, Jimo shall request prior written authorization from the Client, and shall ensure that appropriate safeguards have been implemented as defined in Chapter V of GDPR.

- Assistance and provision of information: We undertake to assist you and to respond without undue delay to any request for information sent by you, whether in the context of a request for the exercise of their rights by data subjects, a privacy impact assessment, or a request made by a supervisory authority or your data protection officer.

- Notification of personal data breach: We shall notify you of any personal data breach relating to the processing operations carried out by us as part of the performance of the Services, without undue delay after becoming aware of it and to provide you with all relevant information and documentation relating to such personal data breach.Fate of the data:We undertake at our election to delete or return personal data at the termination of the Terms and Conditions and not to keep a copy unless Union or Member State law requires storage of the personal data.

- Documentation: We shall make available to you, at your request, all information and documents necessary to demonstrate compliance with its obligations and allow for audits. You may carry out audits once a year, at your own expense to verify our compliance with the obligations set forth in this article. You will inform us of the audit at least two (2) weeks before. We may refuse the identity of the auditor if it belongs to a competing company. The audit shall be conducted during working hours and with the least possible disturbance for our activity. The audit shall not threaten (i) technical and organizational security measures implemented by us, (ii) security and confidentiality of data of our other customers, (iii) our proper functioning and organization. When possible, Parties will agree beforehand on the scope of the audit. The audit report will be sent to us as so to submit comments, which will be attached to the final version of the audit report. Each audit report will be considered as a confidential information.

- Your obligations with respect to us:
You undertake to:
    - provide us with the personal data mentioned in Appendix 1, except any improper, disproportionate or unnecessary personal data, and except any “particular” personal data within the meaning of the Applicable Regulation. You recognize that we are not liable in case of processing of particular personal data transmitted by you to us;
    - collect under your liability, lawfully, fairly and in a transparent manner the personal data provided by us, for the performance of the Services, and in particular, to ensure the lawfulness of processing and the information due to data subjects;
    - maintain a record of processing activities carried out and more generally, comply with the principles of the Applicable Regulation;
    - ensure, before and throughout the processing, compliance with the obligations set out in the Applicable Regulation.
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9.11. What are our respective obligations regarding confidentiality?

Unless the other party agrees in writing, we undertake respectively to keep confidential, for the duration of our contractual relationship and 3 years thereafter, all information relating to or held by the other party of which we become aware throughout the conclusion and performance of our contractual relationship.

This obligation does not extend to information:
- of which the receiving party was already aware,
- already public at the time of their communication or which would become public without violation of this clause,
- which have been lawfully received from a third party,
- whose communication would be required by the judicial authorities, in the application of laws and regulations or in order to establish the rights of a party in the context of our contractual relationship.

Confidential information may be passed on to our respective employees, collaborators, trainees, agents, and contractors, on the condition that they are subject to the same obligation of confidentiality.
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9.11. Force majeure

We shall not be liable for any failure or delay in the performance of our respective contractual obligations due to force majeure occurring during our relationship. Force majeure includes:
- any case meeting the conditions of Article 1218 of the French Civil Code and recognized by case law
- strikes, terrorist activities, riots, insurrections, wars, government actions, epidemics, natural disasters, or failure of a third-party telecommunications provider

If one of us is prevented from performing its obligations due to force majeure, it must inform the other party by registered letter with acknowledgment of receipt. The obligations shall be suspended upon receipt of the letter and shall be resumed within a reasonable period of time after the force majeure has ceased.

We shall nevertheless remain liable for the performance of our respective obligations that are not affected by force majeure and for any payment obligations.
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9.12. How to terminate Services?

You can unsubscribe from our Services at any time, by deleting your Account through your Account at any time.

The termination is effective immediately. Upon the effective date of termination, all rights granted under the Terms and Conditions by JIMO prior to termination shall immediately terminate and you shall immediately cease all use of the Services. You will no longer be entitled nor able to use the Features, any Script(s) or have access to your Account once the Services have ended, and you will be required to pay the fees for the use of the Features in the event that the fees have not been paid in full for the period prior to the termination taking effect.

We may at any time and without liability, terminate, suspend, or limit your use of the Services, including, but not limited to, where your Account has been inactive for a continuous period of more than 6 months.
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9.13. What are the penalties for failing to meet your obligations?

The payment of the price of the Services as well as the obligations set out in the article "What are your obligations and what are you responsible for?" are essential obligations.

In the event of a breach of these obligations, we may:

- Suspend, terminate or limit your access and use to the Services,
- publish on the Platform any information message that we deem useful
- send you a registered letter with acknowledgement of receipt to
    - terminate our contractual relationship, the termination taking effect on the day of        receipt or first presentation of this letter
    - or to ask you to remedy the breach within a maximum of 15 calendar days.        Termination will take effect at the end of this period if the breach is not        remedied.
- Termination will result in the deletion of your Account,
- notify and cooperate with any competent authority and provide it with any information relevant to the investigation and prosecution of illegal or unlawful activities,
- initiate any legal action.

You shall not be entitled to any payment, compensation or damages whatsoever from Jimo in relation to any suspension, limitation or termination of your use of the Services for any reason whatsoever. Any suspension, limitation or termination of your use of the Services for any reason whatsoever shall not release you from any liability or responsibility on your part, which at the time of such suspension, limitation or termination, has already accrued.

These sanctions, including especially our rights of suspension, limitation and termination under these Terms and Conditions shall be without prejudice to any other rights or remedies which we may have.
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9.14. How can we change our Terms and Conditions?

The modified Terms and Conditions are applicable as soon as they come into force.

If you do not agree to these changes, you must unsubscribe from the Services in the manner set out in the section "How to terminate Services?".

If you use our Services after our amended Terms and Conditions, come into effect, we will assume that you have accepted them.
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9.15. Which language prevails in case of disputes on the interpretation of the Terms and Conditions?

These Terms and Conditions are concluded in the English language upon your request and all communications including any notices or information being transmitted shall be in English or French. In the event that these Terms and Conditions or any part of it is translated (for any proceedings, for your convenience, or otherwise) into any other language, the English language shall prevail.
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9.16. Which language prevails in case of disputes on the interpretation of the Terms and Conditions?

Our Terms and Conditions shall be governed by and construed and interpreted in accordance with French law.

For any disputes that may arise between us relating to the formation, interpretation and execution of these Terms and Conditions, and in the absence of an amicable settlement within 1 month from the first notification, the dispute shall be submitted to the exclusive jurisdiction of the Courts of Paris (France), unless otherwise provided for by mandatory provisions.