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Terms and Conditions

These Terms and Conditions (hereinafter referred to as “Terms”) shall apply to Storyzy’s Database of Fake News sites (hereinafter referred to as “Data”) provided by Storyzy (“Our”, “Us”, or “We”) to all Clients, and others who access or use the Data.
Your access to and use of the Data is conditioned on your acceptance of compliance with these Terms.

Storyzy SAS, incorporated under the number: 789279205 in France, VAT number: FR18789279205 with a registered office in France, 130 rue de Lourmel 75015 Paris, represented by Mr. Stan MOTTE,
Hereinafter referred to as "Storyzy".

Unless otherwise specified, “Client” refers to any registered company using or accessing the Data.
By using the Data or accessing the Data, the Client agrees and acknowledges that the Client i) is a registered company ii) has read all of the terms and conditions of these Terms, iii) understands all of the terms and conditions of these Terms, iv) agrees to be legally bound by all of the terms and conditions of these Terms.

Both Storyzy and the Client shall be jointly referred to as "Parties", hereinafter.

1 Definitions

The following words and expressions shall have the meanings stated.
Additional Service: Anything that has not been mutually agreed by the Parties under the herein Terms.
Confidential Information: All information, whether oral or written, furnished to the Receiving Party by the Disclosing Party (and any information containing, reflecting or generated from such information) concerning the Disclosing Party, its affiliates, its Client(s), and/ or its or their business(es) (including without limitation, any and all financial and business information, strategy, trade secrets, know-how, technical information, screenshots, URLs, domain names, specifications, past, present and future operations, products under consideration, research and development, programs, APIs, client, trader and supplier identities, and any other non-public or proprietary information), and shall include all notes, analyses or memoranda containing Confidential Information prepared by or on behalf of the Receiving Party or its Representatives.
Data = "Database of fake news sites": Total or a part of the total list of English and French fake news site domains detected by Storyzy, which includes sites domains that contain a certain number of articles that are intentionally and verifiably spreading fake news. These sites domains are categorized (hereinafter the "Categories") as such false information, rumors, conspiracy theories, recurrent reporting mistakes, pseudoscience, propaganda, hoaxes, etc.
Intellectual Property Rights: Any intellectual property right including brands, copyrights, designs, models, trademarks, domain names, inventions, all rights to the computers, software, personal data, Confidential Information, know-how, all incorporeal rights, privileges and other forms of protection of the rights.
Terms: The herein terms and conditions.
Third Party: Any party that is not a part of the Terms.
Third Party Content: Any document in any format, published on Third Party’s websites.

2 Subject Matter

The subject matter of these Terms is to grant the Client a non-exclusive and not sub-licensable license to access and use Storyzy’s Data.

3 Ownership

All Data transferred to the Client by Storyzy shall remain the sole property of Storyzy.

4 Access and Use

Storyzy grants the Client a limited, non-exclusive, NON-TRANSFERABLE, NON-SUB LICENSABLE, non-assignable, and revocable right to access and use Storyzy’s Database of fake news sites solely to provide its clients a service to prevent their brands to be associated with fake news sites during their advertising campaigns (hereafter the “Business Purpose(s)”).
The right to access and use the Data is limited to one media buying brand, and shall not be accessed or used for any internal projects, products, processes, techniques, that are not directly and solely related to the media buying brand practice only.
Data shall never be shared in a standalone and /or in any separate manner or in a blended or incorporated manner to internal blacklists of the Client in whole or in part to any Third Party.
Data shall never be integrated into any advertising platform associated with the Categories. The Client acknowledges that Categories are provided only for the internal usage.
The Data is not to be accessed or used for purposes of monitoring the Data or for any other benchmarking activities.
The Data is not to be accessed or used if the Data recipient is Storyzy’s competitor.
Storyzy does not grant the Client any right under any patent, trademark, copyright, or other intellectual property rights.

5 Obligations

Client hereby undertakes to:

Storyzy hereby undertakes to:

All obligations of Storyzy that arise from or related to these Terms are subject to the full and prompt performance of Client’s obligations, which arise from or are related to these Terms.

6 Effective Date and duration

The herein Terms shall become effective upon Client’s first access to the Data.

7 Modification of the Terms

Storyzy reserves the right to change or modify any of the Terms, at any time, without giving prior notification and at its sole discretion. Any changes or modifications will be effective 7 days after the changes or modifications of the herein Terms. The Client’s continued use of the Data following the changes or modifications will constitute the Client’s acceptance of such changes. The Client is advised to review these Terms whenever he accesses the Data to ensure that the Client understands the terms and conditions that apply to its use of Data.

8 Service level agreement

The Data is delivered to the Client with “best efforts” with no liability for downtime or unexpected changes or withdrawal of the Data. Storyzy declines any responsibility in case of any event beyond its control (server issues, issues caused by the telecommunications network infrastructures, etc.).
Storyzy reserves the right to interrupt, temporarily suspend, or modify access without prior notice, to all or part of the Data in order to conduct maintenance activities, for testing purposes, or for any other reasons Storyzy deems necessary. The interruption, the suspension, or the modification confers no right to any obligation or compensation.

9 Termination

Either Party may terminate the subscription anytime at its sole discretion, via certified letter with return receipt, providing three (3) months advance notice. In case the subscription is cancelled by the Client, Client shall not be reimbursed for the already paid or covered period. Each Party shall have the right to terminate the subscription in case of non-compliance by the other Party of one of its obligations, except in case of force majeure. The terminating Party shall initially advise the other Party, in writing explaining in detail the reason, in its opinion, for which the other Party is in breach with the obligations of the Terms, and grant the other Party fifteen (15) calendar days remedy deadline after the receipt of such explanation. Following this process and if the defaulting Party fails to cure the breach in fifteen (15) days, the terminating Party may terminate this subscription by sending a notification to the defaulting Party, by certified letter with return receipt.
Even if the subscription is terminated for any reason whatsoever, the obligations of the Parties shall prevail and Parties shall not be released from their obligations, specifically financial, intellectual property or confidentiality obligations that arose prior to the expiration or termination date of the subscription.
Storyzy is free to i) terminate or limit access to or use of the Data, at its sole discretion, of the Client who is deemed to be infringers, ii) terminate the accounts of any users who infringe any intellectual property rights of others.
Upon termination of the subscription for any reason, Client shall stop using the Data and remove the Data inserted in full or in part into any storage or retrieval systems. Under this framework, Client shall certify in seven (7) days the successful deletion of the Data from all computer storage or retrieval systems, including all originals and all copies, and shall return the Data following the termination of the subscription (Certificate to be signed is provided in Annex 1).

10 Warranty and Liability

All Confidential Information is provided “as-is” and neither Party makes any representation or warranty, express or implied, as to the accuracy or completeness of its respective Confidential Information.
The Parties agree that errors, inaccuracies and omissions cannot be totally ruled out in the fields of automated detection; Storyzy cannot guarantee the accuracy of the Data and provides the Data “as-is”, with all faults as available. Should Storyzy find out a proven error or omission, it undertakes to modify it as needed in a reasonable time.

11 Limitation of Liability

Client hereby acknowledges that Storyzy delivers the Data with “best efforts” and Storyzy shall not be liable in any way for any damages arising out of or in relation to the use of the Data, including but not limited to lost profits, consequential, special, indirect, incidental or punitive losses or damages.

This limitation applies especially (but not limited to) to anything related to:

12 Assignment

Each Party agrees that it will not assign or transfer any rights or obligations under these Terms without prior written consent of the other.

13 Breach

Without prejudice to Storyzy’s rights under the herein Terms, the breach of these Terms in any way, or reasonable suspect of breach of the Terms in any way, Storyzy has the right to:

In case of prohibition of access to Data, the Client acknowledges not taking any action to circumvent such prohibition.
Each Party agrees that the other may be entitled to equitable relief, including injunction, specific performance and recovery of reasonable attorney’s fees and costs, in the event of any breach or threatened breach of the provisions of these Terms, in addition to all other remedies available to a Party at law or in equity.
In case of breach, Storyzy holds the right to disclose the breach to the media buying brand.

14 Pricing

14.1 Financial Conditions

For pricing please contact http://storyzy.com.
The Data Recipient shall pay the subscription fee in the beginning of the relevant period.
Storyzy reserves the right to change or modify the Pricing, at any time, giving 15 days notification period (the “Notification Period”) and at its sole discretion, by providing notification that the Pricing has been modified. The form of notification shall be determined by Storyzy. Any changes or modifications will be effective following the end of the 15 days Notification Period. Client’s continued use of the Data following the Notification Period (after any such revision or change) will constitute Client’s acceptance of such change.
The herein financial conditions shall be considered as Confidential Information and shall be shared only with the members of Client’s staff and its corporate officers who need to know such information. The herein Confidential Information shall not be disclosed by the Client to any Third Party.

14.2 Billing

All payments required under the herein subscription are exclusive of VAT. Storyzy shall invoice the Client, on a monthly basis.

14.3 Payment

The obligation of payment shall be complied within due time. Payment is due maximum ten (10) days after receipt of the invoice. Client shall be responsible for any bank charges if any.
Payment of invoices must be made by credit card on or before the due date.

14.4 Late Payment

If any undisputed payment that is due according and in relation to these Terms is not promptly paid and Client fails to pay, Storyzy has the right to charge, without prior notice, an interest for the undisputed amount equal to 3 times the current legal interest rate calculated from the day after the date on which the payment was due until the date of payment, plus a 40€ lump-sum amount per invoice for late payment (art. D. 441-5 Commercial Code).

15 Intellectual Property Rights

All intellectual property rights over and in respect of the Data are owned by Storyzy. Client shall not acquire any rights of ownership of the Data.

15.1 Third Party Content

The Service may gain access to Third Party Content. All other trademarks, registered trademarks, product names, and company names or logos mentioned in the Data ("Third-Party Intellectual Property") are the property of their respective owners. The use of such Third-Party Intellectual Property does not constitute an affiliation by Storyzy with such company or an endorsement or approval by such company or their respective products or services. Storyzy does not make any representation or warranty whatsoever about any Third Party site or Third Party Content.
Client is solely responsible for any use of the Data, including but not limited to the access to the links to Third Party websites.

15.2 Formal notice for intellectual property infringement

In case Client believes that anything on the Service infringes upon any copyright, Client may file a notification to Storyzy as set forth below:

If the Client knowingly misrepresents that any material or activity is infringing, Client may be liable for any damages, including costs and attorneys’ fees that Storyzy may incur.

16 Confidentiality

Parties shall treat any Confidential Information, according and in relation to these Terms, with confidentiality, unless there is an obligation of disclosure of such information by law and take all necessary measures so that their employees and partners meet the herein obligations.

The Parties hereby agree:


All Confidential Information communicated by one Party or the other and its potential reproduction and notes and analysis are, and shall remain, the property of the disclosing Party and the disclosing Party may use such Confidential Information for any purpose without obligation to the receiving Party. Parties hereby acknowledge that the analysis made by Storyzy, based on and/ or in relation to the Confidential Information disclosed by the other Party, shall be Storyzy’s property entirely, and neither the receiving Party nor its representatives will challenge or contest Storyzy’s ownership. No clause of the present Terms can be interpreted as conferring to one of the Parties, either explicitly or implicitly, any property right regarding the Confidential Information of the other Party, including all intellectual property rights, in and to all of its Confidential Information. Any disclosure of such Confidential Information hereunder shall not be construed as (a) an assignment, grant, option, or other transfer of any such right, title or interest whatsoever to the recipient or any of its representatives or (b) granting or conferring any rights by license or otherwise, express or implied, for any invention, discovery, or improvement made, conceived or acquired with respect to the Confidential Information prior to or after the date of these Terms.

The Parties agree that all rights and obligations hereunder shall survive and be binding upon them for the duration of the Terms as well as for 5 (five) years following its termination on whatever the reason.

17 Restitution

Each Party, without any reason, can request from the other Party to immediately restitute or delete all originals and all copies of the Confidential Information previously divulged and all copies of any notes or results of the analysis created from and/or based on the Confidential Information, from all computer storage or any other storage or backup or retrieval systems.
Under this framework, the recipient shall also certify in writing to the disclosing Party, within a delay of 7 calendar days following the written demand, that such originals and copies have been restituted or destroyed by filling and signing the “Certificate of Destruction of Confidential Information” (provided in Annex 1) within 7 calendar days following the written demand, Storyzy has the right to charge, without prior notice, a penalty payment amounting €500 daily, calculated from the day after the 7th calendar day following the written demand, Storyzy is entitled to terminate the subscription and also has the right to charge, without prior notice a penalty payment equal to €15.000. Even if the subscription is terminated, the herein Article shall prevail.
In case the disclosing Party would like to conduct an audit, the recipient will make available its computers and any other storage or retrieval systems to any independent auditor appointed by the disclosing Party during normal business hours. The scope of the herein audit will be strictly limited to the confirmation of deletion and/or destruction of all originals, all copies of the Confidential Information, including but not limited to the results of the analysis conducted by the disclosing Party, and to confirm the perfect compliance with the confirmation of deletion and/or destruction statement.

18 Support

The Data may include inaccuracies due to its automated structure and Storyzy has a process in place to correct these inaccuracies.
In case Client reports any potential errors regarding the Data, Storyzy’s email is available at support@storyzy.com. Storyzy’s team shall provide its best efforts to answer the Client and to solve any issue. Storyzy shall correct any error or inaccuracy in a timely manner or provide the Client the tools to do so. Storyzy’s support is available during French working days and hours. The provided email is only available for Client’s use, and shall not be disclosed or given to any Third Party.

19 Governing law and disputes

The present Terms is governed by French Law, regardless of the place of use.
The Parties acknowledge that they will try to find an amicable solution to any difficulty or dispute that may arise out of or in relation to these Terms. However, if the dispute is failed to be resolved in this manner, the Parties shall submit the dispute to the exclusive jurisdiction of the Commercial Court of Paris, regardless of multiple defendants and guarantee calls.

20 Miscellaneous

20.1 Independent Contractors

Nothing in these Terms shall create, or is intended to or shall be deemed to create a partnership or the relationship of principal and agent between the Parties. Neither Party shall have any right or authority to assume or create any obligation or to make any representation or warranty on behalf of any other Party, whether express or implied, or to bind the other Party in any respect whatsoever.

20.2 Entirety

The provisions of these Terms, including its Annex express the entirety of the agreement reached by the Parties. The herein Terms prevail over all previous provisions or agreements, as well as over other communications between the Parties that may refer to these Terms.

20.3 Partial Invalidity

Would any of the provisions in these Terms be declared null with respect to regulation or a court decision having become permanent, it shall be declared void, without entailing the nullity of these Terms or altering the validity of the other provisions. The Parties, if necessary, shall replace the void, invalid or unenforceable provision by a valid and enforceable provision.
If a provision of the herein contract will be completely or partially invalid or unenforceable, the validity and enforceability of the remaining provisions shall be unaffected.

20.4 Titles

In the event of a difficulty of interpretation of one of the titles and of one of the provisions, the content of the provision shall prevail over the title.

20.5 Renunciation

The fact that one or the other Party does not claim the application or the non-execution of one of the herein Terms, whether permanently or temporarily, shall not be interpreted as a renunciation by that Party of the benefits of the said provision.

20.6 Force majeure

If an event or circumstance, or combination of events or circumstances beyond the reasonable control of both Parties occur and materially and adversely affect the ability to perform the obligations under or in connection with these Terms, including, without limitation, significant failure of a portion of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorist activity, or other events of a magnitude or type for which precautions are not generally taken in the industry, Parties shall not be in default of any obligation under these Terms.

END

Annex 1:
Certificate of Successful Deletion/Destruction of the Confidential Information

As agreed in the Terms and Conditions accepted between Storyzy and [Client company name] I undersigned [Client representative Surname and Name], hereby declare that [Client company name] and its representatives has successfully and permanently deleted and destructed all originals and all copies of the Confidential Information from all computer storage or any other storage or retrieval systems.

I hereby declare that [Client company name] and its representatives has successfully and permanently deleted and destructed all originals and all copies of the notes or information, created from and/or based on the Confidential Information, including the results of the analysis conducted by Storyzy.

I hereby declare that [Client company name] has used the Confidential Information solely for the [Name of the Media Buying Brand] account since [date], and has not used the Confidential Information for any other account.

I hereby declare that [Client company name] has not transferred the licensing right granted by Storyzy, to any Third Party, including, [Name of the Media Buying Brand] and declare that [Client company name] has not transferred the Confidential Information (including Storyzy’s database of Fake News sites) in whole or in part to any Third Party, including [Name of the Media Buying Brand].

I hereby declare that [Client company name] and its representatives has not used any part of the confidential information and will not use any part of it, for direct or indirect use, for any reason including but not limited to, and without limitation, to reverse engineer, dissemble, decompile or design around the Storyzy products, services and/or confidential intellectual property. I also certify that [Client company name] and its representatives will respect all the clauses of the Terms accepted on [date].

[Client company name] will make available its computers and any other storage or retrieval systems to any independent auditor appointed by Storyzy during normal business hours. The scope of the herein audit will be strictly limited to the confirmation of deletion and/or destruction of all originals, all copies of the Confidential Information and all notes or information created from and/or based on the Confidential Information, including but not limited to the results of the analysis conducted by Storyzy, and to confirm the perfect compliance with my herein statement.

Signed on [date]

By [Client representative Surname and Name]
[Client company name]