General terms and conditions of use

Preamble

Q°emotion France SAS, a company registered with the RCS of Troyes under number 811 519 230 and whose registered office is at Technopole de l'Aube en Champagne, 2 rue Gustave Eiffel, 10430 Rosières-près-Troyes (hereinafter " Q°emotion ”) carries out an automatic processing of textual data via its website http://www.qemotion.com or its platform cxinsights.io. The purpose of these General Conditions of Use is to define the terms of use of the Q°emotion Services. They constitute a legal and binding agreement between Q°emotion and any user ("the User") of the sites qemotion.com and cxinsights.io ("the Sites"). By subscribing to or using the Sites or the Services, the User will be deemed to have read and accepted without reservation the current version of these General Conditions of Use. Any special conditions potentially negotiated between Q°emotion and the User prevail over these General Conditions of Use.

The terms used in this document are defined as follows:
   • "The User" means any natural or legal person using the Q°emotion Services.
   • The "Services" provided by Q°emotion are the features made available to Users via the Sites such as the import of comments or verbatims, the analysis of comments/verbatims (the complete list of functionalities is available at the following address: https://www.qemotion.com/en/pricing)
   • The "subcontractor" is the company that carries out data processing at the request of a data controller. Thus, Q°emotion acts as a subcontractor to make its Services available to Users, who define the purpose and methods of processing. Likewise, Q°emotion can call on subcontractors (“subsequent subcontractor”) to carry out data processing on its behalf.
   • “User data” is understood as data processed by Q°emotion on behalf of Users as part of the performance of the subscribed Services, ie comments, verbatim, notices present in files transmitted or on the websites of third-party natural or legal persons.
   • “Personal data” means information relating to an identified or identifiable natural person.
   • The "Parties" shall mean Q°emotion and the User

1) Purpose of Q°emotion Services

Q°emotion provides a solution for the collection and automatic processing of comments/verbatim marketed via the Sites.

2) User Account Management

The use of the Q°emotion Services requires the creation of an online account with a valid professional email and password as well as a username.

The User is responsible for the accuracy of the information he provides and undertakes to update the information concerning him or to notify Q°emotion without delay of any change affecting his situation.

The User takes all necessary steps to maintain the confidentiality of access to his account.

In the event of fraudulent use of his account, the User undertakes to immediately notify Q°emotion and to change his access password without delay.

The costs that may result from this unauthorized use will be borne by the User until he has notified Q°emotion of this use.

Q°emotion will in no way be liable for material or immaterial damage resulting from the use of the account by a third party, with or without the authorization of the User.

In order to ensure proper commercial follow-up, Q°emotion stores messages sent through its Sites on behalf of the User. Projects are maintained from the moment the User has an active and creditor account, maintains and correctly updates his account.

Q°emotion protects the integrity, confidentiality and administrative, material and technical security of the User's personal information.

3) Financial Conditions

Subscription to an Emotion Start or Emotion Pro plan or any other use of Q°emotion's Services constitutes a commitment by the User to pay the price corresponding to the Services selected and his country of residence.

Unless otherwise specified, the prices of the Services subscribed are paid at the time of subscription and in the currency in which they were invoiced.

The prices displayed on the Sites are exclusive of charges, they do not include VAT. Additional charges are applied to the invoice depending on the User's country of residence and the applicable legal and regulatory provisions.

4) Use of the Services

4.1 Compliance with applicable regulations

Each Party declares that it complies with the regulations applicable to its activity.

For the collection activity on the Web, Q°emotion will collect data from opinion sites publicly available on the Internet, without any connection to an account.

The collection will be carried out on data concerning the User and his customers, without any systematically extract any personal information (names, nickname, emails) or sensitive, or only with the consent attached to the data in accordance with the recommendations of the White Paper of Privacy Tech on data governance published on April 10, 2019.

It is noted that in the event of the massive use of the service, the User's Q°emotion has obtained the prior consent of the Site concerned.

For the proper administration of the site, Q°emotion may record connection and navigation logs on the site, for a maximum period of 36 months.

In general, the User guarantees that the information sent via the Q°emotion Services does not contravene any legal or regulatory provision or resulting from an international agreement that would be applicable to him and in particular the provisions in force in France, in the State in which the User operates, nor the rights of third parties.

For your information and without this list being exhaustive, the import of customer and prospect data is subject to the applicable data protection rules as well as the following rules:
   • United States: Telemarketing Sales Rule, Federal Telephone Consumer Protection Act, Can-Spam-Act.
   • In France: Articles L.34-5 of the Postal and Electronic Communications Code and L.121-34-1-1 of the Consumer Code, Article 323 of the Criminal Code, Article L342-1 of the Code of Intellectual Property
   • In Italy: Codice in materia di protezione dei dati personali
   • In Spain: Ley 34/2002, de 11 de julio, de servicios de la sociedad de la información y de comercio electrónico and Ley Orgánica 15/1999, de 13 de diciembre, de Protección de Datos de Carácter Personal
   • In the United Kingdom: The Privacy and Electronic Communications (EC Directive) Regulations 2003

4.1.1 User’s intelectual property rights

The User authorizes Q°emotion to use his name, email address, brand and visual identity for the purposes of performing the Services and communicating between the parties.

The User guarantees to Q°emotion:
   • that he has full power and capacity to exploit and grant intellectual and industrial property rights and that these rights are in no way assigned, mortgaged, encumbered or in any way devolved in favor of a third party;
   • that he has not done and will not do, by way of assignment to a third party or by any other means, any act likely to compromise the use of intellectual and industrial property rights;
   • that no litigation or lawsuits are pending or about to be brought involving intellectual property rights.
   • that in the event of the massive use of the proposed service for collecting opinions, a prior agreement with the third-party sites or opinion services concerned has been directly put in place by the User concerning the use of the data of his end customers.

In addition, the User shall undertakes to guarantee Q°emotion against any third party claim as well as any conviction that may be pronounced against him arising from non-compliance with this article.

Unless the User decides otherwise, Q°emotion may indicate the User's name or brand in its customer list, for commercial reference purposes, on its Sites or on its commercial documents.

4.1.2 Intellectual and industrial property rights of Q°emotion

All programs, services, processes, designs, software, technologies, brands and trade names, inventions appearing on the Sites, accessible through the Sites or through the Services of Q°emotion are the property of Q°emotion.

In particular, the User takes note that the emotional index (E-index), emotional intensity, engagement of the subject are indicators belonging to Q°emotion.

Any use of these Indicators outside of the exploitation of results from the Sites or the communication of these results must be the subject of a written request to support-team@qemotion.com.

The User agrees not to use, in any way whatsoever, the Sites, the Services or any of the elements set out above for purposes other than those provided for herein.

4.2 Protection of personal data of third parties

For the purposes of providing the Services, Q°emotion has access to the information contained in the imported data and the projects created by the Users on their personal account. This information may contain personal data concerning third parties.

4.2.1 Responsibility of the User with regard to personal data

As the creator of his project and the data importer, the User is responsible for the processing of personal data appearing in his projects within the meaning of the applicable regulations. As such, if the User is established in the European Union, or if his project contains personal data of citizens who are members of the European Union, the User guarantees to Q°emotion that he complies with the provisions of Regulation no. ° 2016/679 of April 27, 2016 (the “RGPD”) as well as those of Law n ° 78-17 of January 6, 1978 relating to information technology, files and freedoms, and in particular:
   • that the personal data contained in the transmitted file have been collected and processed in compliance with applicable regulations;
   • that the User has informed the persons concerned in accordance with the regulations;
   • where applicable, that the collection and processing have been subject to the consent of the persons concerned;
   • that it allows data subjects to exercise their rights in accordance with the regulations;
   • that it undertakes that the information will be rectified, completed, clarified, updated or deleted when it is inaccurate, incomplete, equivocal, out of date or when the holders wish to prohibit its collection or use, communication or conservation.
   • that he undertakes that within the file (s) transmitted, no personally identifiable information (such as customer names, passwords, payment information, credit card numbers, social security numbers, addresses physical or customer emails) are transmitted in the files transmitted on the Sites.
   • Customer identification numbers, comment numbers, additional identification numbers, anonymized customer comments, date sent or experience, and metadata such as, agencies, locations of service, and other types of information non-personal (segments or groupings) are the only personal data transmitted on the Sites.

It is specified that the User is responsible for managing the retention periods of the personal data that he sends to the Q°emotion sites, and that it is his responsibility to delete the data as and when the expiration of their retention period.

Indeed, the User can access the data, depreciate the project (archiving) and delete the entire project.

Q°emotion is solely responsible for deleting this data at the end of its contractual relationship with the User. However, where no instructions have been given within the time limits set, Q°emotion will not keep the oldest processed data and will apply the following maximum retention periods:
   • Any data analyzed for more than 24 months (2 years) will be deprecated.
   • Any data analyzed after 36 months (3 years) will be deleted.
   • Q°emotion will finally remove the consolidated emotional results after 48 months (4 years).

In addition, the User undertakes not to include in the data downloaded on the Sites any personal data known as “sensitive” within the meaning of article 9 of the GDPR, and in particular no health or vulnerability data, no personal information, allegedly racial or ethnic origin, no opinion of a political, philosophical or religious nature, trade union membership, but also no data relating to criminal convictions and offenses.

Q°emotion can in no way be held responsible for the presence of such personal data on its platform, and the consequences that could result from it. In the event of a violation of this clause, the User will be solely responsible for any consequences, and undertakes to guarantee, and if necessary compensate Q°emotion.

4.2.2 Protection of the User's personal data

When creating an account, Q°emotion will record the contact information (and if subscription to a paid plan, payment) of the User: email (s), name (s), postal address, VAT number, bank details or credit card information.

This information is necessary for the provision and administration of the Services. They make it possible, for example, to make contact with the User's interlocutors, to provide by email the information necessary for the proper use of the Services, to constantly improve the experience, to automatically propose invoices related to the Services, etc.

Q°emotion has taken all necessary precautions to preserve the security of personal data and, in particular, to prevent it from being distorted or damaged or from access by unauthorized third parties.

These measures include the following:
   • Encrypted data transmission using SSL / https / VPN / SFTP technology
   • Secure access via token, reCaptcha and blocking in the event of multiple intrusion attempts.
   • Use of recognized hosts located in France or in Europe, with proven international security standards such as ISO27001.
   • Multi-year or annual update of software and systems used
   • Strong logical restriction of project access to only affected accounts and users
   • Signatures of systematic confidentiality clauses for all of our employees
   • Delegation of data storage and payment transactions to certified and experienced third parties (Stripe)
   • All other control operations not described here for safety

In addition, access to processing by Q°emotion's Services requires authentication of the persons accessing the data, by means of an individual access code and password, sufficiently robust and regularly renewed making the subject to control from the first submission entry.

4.2.3 Conditions of the subcontracting relationship

Q°emotion acts for its part as a subcontractor of the User, and undertakes to respect the obligations described in these conditions.
In this context, it is specified that the disclosure to third parties of the personal data contained in the projects can only take place in the following cases:
   • with the authorization of the User certifying that the person concerned has himself authorized this disclosure;
   • at the request of the legally competent authorities, upon judicial requisition, or in the context of a legal dispute.

4.3 Prohibited uses

The use of the Q°emotion Services resulting from the subscription of said Services is strictly personal and cannot be rented, transferred free of charge or against payment to a third party. In the absence of prior authorization, the use of Q°emotion is limited, per User, to a maximum of:
   • a single access (= an email) on the Emotion Start plan,

   • five separate accesses (= five emails) on the Emotion Pro plan,
   • one hundred separate accesses (= one hundred emails) on the Emotion Corporate plan.

Any use of the Services likely to damage, deactivate or overload the Q°emotion infrastructure or the networks connected to Q°emotion servers, or even hinder the enjoyment of the Services by other Users is prohibited.

Any attempt to gain unauthorized access to the Services, to other accounts, to computer systems or to other networks connected to a Q°emotion server or to any of the Services by hacking or any other method is prohibited.

The use of the Services for the purpose of selling products or services related to illegal or fraudulent activities or to encourage its activities and in particular, without this list being exhaustive, activities related to illegal drugs, pirate programs, assembly instructions or the creation of bombs, grenades or other weapons, material that contains violence on children or that encourages violence is prohibited.

Any use of the Services contrary to the applicable regulations on the protection of personal data is prohibited. Any use of the Services in violation of the rights of third parties is prohibited.

In the event of non-compliance with this article, Q°emotion reserves the right to immediately block the User's access to its Services and to delete all information from his account without notice and without reimbursement or any other form of compensation.

Q°emotion reserves the right to refuse or limit service to accounts that do not comply with its General Conditions of Use.

5) Responsibilities and guarantees

5.1 Responsibilities and guarantees of Q°emotion

Except during maintenance operations and monthly updates (security or functionality) of the Sites, unless notice of prior interruption is the subject of a warning message and except in cases of force majeure, Q°emotion guarantees to the '' User the proper execution of his service in compliance with these General Conditions of Use.

Any compensation owed by Q°emotion, to the User or to a third party, due to the liability of Q°emotion, its subsidiaries or its partners, in respect of the execution hereof shall not exceed one-tenth of the price paid by the User in return for the Service (s) giving rise to said liability.

In any case, Q°emotion does not guarantee the User the economic, image or information benefits expected by the latter for the processing of their data.

Q°emotion does not control the content of the data collected via the Services or imported by file by the User in his projects which remains under the responsibility of the User.

Under no circumstances can Q°emotion be held liable vis-à-vis third parties for damage resulting from the collection or import of data on behalf of the User, for any reason whatsoever.

5.2 Responsibilities and guarantees of the User

The User is solely responsible for the content and comments collected or transmitted on each project as part of the execution hereof.

The User may be held liable for non-compliance with these General Conditions of Use, Q°emotion's confidentiality policies or any legal, regulatory or resulting from an applicable international convention.

The User guarantees Q°emotion against any prejudice, any claim and any recourse by third parties resulting from a violation, by the User, of these General Conditions of Use, of the confidentiality policies of Q°emotion or of any legal, regulatory or resulting from an applicable international convention.

6) Modification of the conditions of use, Q°emotion policies, and the offer

Q°emotion may be required to modify these General Conditions of Use, its confidentiality policy, and its offer.

The User will be informed of changes made by email or directly to his Q°emotion.com account and invited to accept this change in order to continue operating the Services.

The General Conditions of Use, the confidentiality policy as well as the Q°emotion offer, up to date with the latest modifications, can be consulted at any time on the Sites.

7) Duration - Termination

These General Conditions of Use are in effect for an indefinite period.

The User can terminate his Q°emotion account at any time directly from the Sites or upon request by email.

In the event of termination by the User, the sums paid for one of the Q°emotion Services remain due to Q°emotion, including if the User has not exhausted the data quotas acquired.

In the event of non-compliance by the User with these General Conditions of Use, the confidentiality policies of Q°emotion or any legal, regulatory or resulting provision of an applicable international agreement, Q°emotion reserves the right to right to terminate his User account subject to a 5-day notice.

The termination will occur without notice in the event of non-compliance with the "Use of Services" of these conditions.

8) Force majeure

The liability of the parties cannot be implemented if the non-performance or delay in the performance of one of its obligations described in these General Conditions of Use results from a case of force majeure.

Force majeure means any external, irresistible and unforeseeable event and its interpretation by the case law of French courts, and preventing one of the parties from performing its obligations or making the performance of them excessively onerous.

Expressly, are considered as cases of force majeure, in addition to those usually retained by the case law of the French courts, and without this list being exhaustive:
   • wars, armed conflicts, riots, insurrections, sabotage, acts of terrorism, epidemics,
   • general or partial strikes, internal or external to the company, to a supplier or to a national operator, lockouts, blockages of means of transport or supply for any reason whatsoever,
   • natural disasters leading to the destruction of infrastructure, such as fires, storms, floods, water damage,
   • governmental or legal restrictions, legal or regulatory changes in the forms of marketing, cases of suspension, cancellation, revocation of any authorization by any competent authority,
   • interruptions to the network of Q°emotion, its host, its subcontractors or suppliers, as a result of computer failures, blocking of telecommunications means, whether resulting from external attacks, interruptions of services from the access provider or others, and any other fact not attributable to Q°emotion, its subcontractor or its supplier, preventing the normal performance of the services;
   • power cuts of more than 48 hours.

Each party will notify the other party by email or letter with acknowledgment of receipt of the occurrence of any case of force majeure.

9) Protection of personal data concerning the User

The information, including personal data, collected by Q°emotion in the context of its commercial relationship with the User is subject to computer processing detailed in the "Privacy Policy - Protection of personal data" as well as in Brochure “Q°emotion: our GDPR commitments” from Q°emotion.

10) Partial invalidity of the T & Cs

The cancellation of one or other of the clauses of the General Conditions of Use may not result in the cancellation of these as a whole, provided however that the balance and the general economy of the agreement can be saved.

11) Applicable Law - Attribution of Jurisdiction

The General Conditions of Use are governed by French law alone. Any dispute between the Parties arising from the validity, interpretation and/or execution, termination, breach of the General Conditions of Use will be submitted by the most diligent Party to the Commercial Court of Troyes, including in summary proceedings, guarantee appeal and/or multiple defendants.