Definitions
The definitions and rules of interpretation in this clause apply in these Terms of Service.

Acceptable Use Policy: the acceptable use policy provided by Usedge or the Customer in relation to acceptable use, image rights and rights on feedback and information provided by External Users. A standard policy in provided by Usedge as part of the Service and may be adapted by the Customer.

Authorised User(s): those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Service. Authorised Users are either Editors or Viewers.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as confidential information.

Customer Data: the data that is inserted by the Customer, Authorised Users, Feedback Providers or Usedge on the Customer’s behalf for the purpose of using the Service or facilitating the Customer’s use of the Service and the data that is generated by the Customer and the Authorised Users as a result of the use of the Service. 

Editor(s): Authorised Users permitted to create and manage Projects. A User Subscription is required and must be assigned to every Editor.

External User(s): the person(s) invited by the Customer on the Usedge Platform to participate in study Sessions. External Users provide user feedback or information, depending on the type of the study Session in relation to specific Projects.

Initial Subscription Term: one (1) or twelve (12) months, as set out in the order of the Customer.

Insights: insights in relation to user experience generated as a result of study Sessions.

Normal Business Hours: 9 am to 5 pm CET, from Monday to Friday, except public holidays in France.

Plan: the Service tier chosen by the Customer (e.g. Starter, Startup or Professional) offering the functionalities as described on the Usedge platform at the time of the ordering and in the Customer’s account. The Customer may consult the applicable Plan and these Terms of Service at any time by means of the Usedge Platform.

Project: customer experience related projects managed through the Service.

Service: the Usedge platform provided by Usedge to the Customer via www.usedge.com or any other website notified to the Customer by Usedge from time to time.

Subscription Fees: the subscription fees payable by the Customer to Usedge, in accordance with the applicable Plan, for the User Subscriptions, the additional User Subscriptions and/or the External Users.

Usedge: Usedge SASU, Société par Actions Simplifiée Unipersonnelle with a capital of 10.000 EUR  with registered offices at 129 Rue Servient, 69003 Lyon, France, registered in the company register of Lyon (RCS Lyon) under the number 898564810, VAT FR34898564810.

User Subscription(s): the user subscriptions purchased by the Customer which entitle Authorised Users to access and use the Service. The User Subscription is available is different set-ups, which allow a different number of Editors, Projects 

Viewer(s): Authorised Users permitted to view Projects in order to obtain information about Projects. The number of Viewers is not limited irrespective of the applicable Plan.

study Session(s): specific user experience testing sessions in relation to a Project.

1. 1. 1. If these Terms of Service are available in another language, the English version shall be considered the authentic version. In case of conflicts, the English version shall prevail.

1. 1. Execution of the agreement
      1. The agreement between Usedge and the Customer is executed by the Customer’s order of a specific Plan for the Subscription Term through Usedge’s website or by means of an ad hoc agreement. The Customer’s order includes the acceptance of the Terms of Service.
      2. Each specific Plan allows for the use of the Service for a specific number of Editors, Projects, study Sessions, Insights and/or External Users, as described in the description of the Plan.

1. User subscriptions
   1. Usedge hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users, within the limitations of the ordered Plan, User Subscriptions and permitted External Users, to use the Service during the Subscription Term for the Customer’s internal business operations.
   2. The Customer may, from time to time during any Subscription Term, (a) change the chosen Plan, (b) purchase additional User Subscriptions and/or (c) purchase permissions for additional External Users and Usedge shall grant access to the Service to such additional Authorised Users and External Users.
   3. In relation to usage restrictions, the following applies:
      1. The User Subscriptions are assigned to Editors on a named basis. When an Editor is deactivated, it may be replaced by another Editor; and
      2. The number of Viewers is not limited irrespective of the Plan; and
      3. Projects, study Sessions and Insights are assigned on a named basis up to the defined number as described in the Plan. When a Project, study Session and/or Insight is deleted, the number of used Projects, study Sessions and/or Insights decreases accordingly; and
      4. The number of permitted External Users depends on the Plan and the number of additional External Users purchased by the Customer. The number of available External Users is expended by inviting External Users to participate in a study Session. Every invitation reduces the number of available External Users accordingly.
   4. In relation to the Authorised Users, the Customer undertakes that:
      1. the maximum number of Authorised Users that it authorises to access and use the Service shall not exceed the number of User Subscriptions it has purchased from time to time;
      2. it will not allow any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Service;
      3. each Authorised User shall keep a secure password for his use of the Service and that each Authorised User shall keep his password confidential.
   5. In relation to the External Users, the Customer undertakes that the maximum number of External Users that it authorises to participate in a study Session shall not exceed the number of permitted External Users; and
   6. The Customer shall not (nor permit the Authorised Users or External Users to) access, store, distribute or transmit any viruses, or any material during the course of its use of the Service that:
      1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
      2. facilitates illegal activity;
      3. depicts sexually explicit images;
      4. promotes unlawful violence;
      5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
      6. causes damage or injury to any person or property;

and Usedge reserves the right, without liability to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.

1. 1. 1. The Customer shall not:
         1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
            1. and except to the extent expressly permitted under these Terms of Service, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Service (as applicable) in any form or media or by any means; or
            2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Service; or
         2. access all or any part of the Service in order to build a product or service which competes with the Service; or
         3. use the Service to provide services to third parties; or
         4. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service available to any third party except the Authorised Users and the Feedback Providers.
      2. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and, in the event of any such unauthorised access or use, promptly notify Usedge.

1. 1. Service
      1. Usedge shall, during the Subscription Term, provide the Service to the Customer on and subject to the terms of these Terms of Service.
      2. Usedge shall use commercially reasonable endeavours to make the Service available 24 hours a day, seven days a week, except for:
         1. planned maintenance; and
         2. unscheduled maintenance resulting from urgent situations (e.g. security issues).
      3. Usedge will, as part of the Service and at no additional cost to the Customer, provide the Customer with commercially reasonable customer support services by means of a chat tool during Normal Business Hours.

1. 1. Customer data
      1. The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the lawfulness, reliability, integrity, accuracy and quality of the Customer Data.
      2. Usedge processes personal data on the Customer’s behalf when performing its obligations under the agreement. The parties record their intention that the Customer shall be the controller and Usedge shall be processor.  When processing personal data, Usedge shall:
         1. process personal data only on documented instructions from the Customer, including with regard to transfers of personal data to a third country or an international organisation, unless required to do so by Union or Member State law to which Usedge is subject; in such a case, Usedge shall inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;
         2. ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
         3. take all measures required pursuant to Article 32 GDPR
         4. taking into account the nature of the processing, assist the Customer by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer’s obligation to respond to requests for exercising the data subject’s rights;
         5. assists the Customer in ensuring compliance with the obligations pursuant to Articles 32 to 36 GDPR, taking into account the nature of processing and the information available to Usedge;
         6. at the choice of the Customer, delete or return all the personal data to the Customer after the end of the provision of Service, and delete existing copies, unless Union or Member State law requires storage of the personal data;
         7. makes available to the Customer all information necessary to demonstrate compliance with data protection laws and regulations and allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer.
      3. Usedge shall be entitled to appoint subprocessors. If Usedge intends to appoint a new subprocessor or to make a change in relation to an appointed subprocessor, Usedge shall inform the Customer thereof in advance. The Customer shall have a period of fourteen (14) days to inform Usedge about any objections it may have. Expiry of the aforementioned 14-day period implies acceptance of the intended appointment or change. In case of objections, the parties shall enter in good faith discussions to resolve the Customer’s objections. If the parties fail to reach an agreement, each party shall be entitled to terminate the agreement for convenience with immediate effect.
      4. If Usedge engages a subprocessor, the same data protection obligations as set out in the Terms of Service shall be imposed on that subprocessor. Where a subprocessor fails to fulfil its data protection obligations, Usedge shall remain liable to the Customer for the performance of that subprocessor’s obligations.
      5. Usedge shall be entitled to reasonable compensation for the assistance described in clause 5.2 (d), (e) and (f).
      6. The processing of personal data relates to the Service (i.e. making available a software as a service platform, hosting and the generation of Insights). 
      7. The personal data that Usedge processes on behalf of the Customer includes:
         1. Identification data and contact details of the Customer, its Authorised Users and the External Users; and
         2. Feedback and other information provided by the Authorised Users and the External Users, including derived Insights in relation thereto; and
         3. study Session recordings (screen recording and sound recording, including images and voice).
      8. The categories of data subjects include:
         1. The Customer and its Authorised Users; and
         2. External Users.

1. 1. Supplier’s obligations
      1. Usedge undertakes that the Service will be performed with reasonable skill and care.
      2. If the Service do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 6.1.  Notwithstanding the foregoing, Usedge:
         1. does not warrant that the Customer’s use of the Service will be uninterrupted or error-free; nor that the Service and/or the information obtained by the Customer through the Service will meet the Customer’s requirements; and
         2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
      3. Usedge warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the agreement.

1. Customer’s obligations

The Customer shall:

1. 1. 1. 1. provide Usedge with:
            1. all necessary co-operation in relation to the agreement; and
            2. all necessary access to such information as may be required by Usedge;
         2. comply with all applicable laws and regulations with respect to its activities under the agreement;
         3. ensure that the Authorised Users use the Service in accordance with the terms and conditions of these Terms of Service and shall be responsible for any Authorised User’s breach of these Terms of Service;
         4. Ensure that the External Users use the Service in accordance with the Acceptable Use Policy; and
         5. ensure that its network and systems comply with the relevant specifications provided by Usedge from time to time; and
         6. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Usedge’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

1. Charges and payment
   1. The Customer shall pay the Subscription Fees, as described in the applicable Plan, to Usedge for the User Subscriptions, the additional User Subscriptions and the additional External Users in accordance with the applicable Plan and this clause.
   2. The Customer shall, as part of the order and at any time during the agreement, provide to Usedge valid, up-to-date and complete credit card details or approved purchase order information acceptable to Usedge and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:
      1. for standard Plans, its credit card details to Usedge, the Customer hereby authorises Usedge to bill such credit card:
         1. on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
         2. at the order of additional User Subscriptions (pro rated to the end of the running period if necessary) and the additional External Users; and
         3. on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;
      2. for ad hoc agreements, its approved purchase order information to Usedge, Usedge shall invoice the Customer:
         1. on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
         2. at the order of additional User Subscriptions (pro rated to the end of the running period if necessary) and the additional External Users; and
         3. at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period,

and the Customer shall pay each invoice within 30 days after the date of such invoice.

1. 1. 1. If Usedge has not received payment before or on the due date, and without prejudice to any other rights and remedies of Usedge:
         1. Usedge may, without liability to the Customer, disable the Customer’s account and access to all or part of the Service and Usedge shall be under no obligation to provide any or all of the Service while the invoice(s) concerned remain unpaid; and
         2. interest shall accrue on such due amounts in accordance with the legislation concerning late payment in commercial transactions.
      2. All amounts and fees stated or referred to in these Terms of Service:
         1. shall be payable in euros;
         2. are non-cancellable and non-refundable;
         3. are exclusive of value added tax.
      3. Usedge shall be entitled to adapt these Terms of Service, the Plans and/or the Subscription Fees and the fees payable in respect of the additional User Subscriptions and External Users at the start of each Renewal Period upon 30 days’ prior notice to the Customer.

1. 1. Proprietary rights
      1. The Customer acknowledges and agrees that Usedge and/or its licensors own all intellectual property rights in the Service. Except as expressly stated herein, these Terms of Service do not grant the Customer any rights to, or in, any intellectual property rights, or any other rights or licences in respect of the Service.

1. 1. Confidentiality
      1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under the agreement.  A party’s Confidential Information shall not be deemed to include information that:
         1. is or becomes publicly known other than through any act or omission of the receiving party;
         2. was in the other party’s lawful possession before the disclosure;
         3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
         4.     is independently developed by the receiving party, which independent development can be shown by written evidence; or
      2. Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of the agreement.
      3. A party may disclose Confidential Information to the extent required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body. Such party shall inform the other party thereof if and to the extent permitted.
      4. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of these Terms of Service.
      5. Usedge acknowledges that the Customer Data is the Confidential Information of the Customer.
      6. This clause shall survive termination of the agreement, however arising, for a period of five (5) years.

1. 1. Indemnity
      1. The Customer shall defend, indemnify and hold harmless Usedge against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Service, provided that:
         1. the Customer is given prompt notice of any such claim;
         2. Usedge provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
         3. the Customer is given sole authority to defend or settle the claim.
      2. Usedge shall defend the Customer, its officers, directors and employees against any claim that the Service infringes any patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
         1. Usedge is given prompt notice of any such claim;
         2. the Customer provides reasonable co-operation to Usedge in the defence and settlement of such claim, at Usedge’s expense; and
         3. Usedge is given sole authority to defend or settle the claim.
      3. In the defence or settlement of any claim, Usedge may procure the right for the Customer to continue using the Service, replace or modify the Service so that they become non-infringing or, if such remedies are not reasonably available, terminate the agreement on 5 days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer. 
      4. In no event shall Usedge, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
         1. a modification of the Service by anyone other than Usedge; or
         2. the Customer’s use of the Service in a manner contrary to the instructions given to the Customer by Usedge; or
         3. the Customer’s use of the Service after notice of the alleged or actual infringement from Usedge or any appropriate authority.
      5. The foregoing states the Customer’s sole and exclusive rights and remedies, and Usedge’s (including Usedge’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

1. 1. Limitation of liability
      1. Except as expressly and specifically provided in these Terms of Service:
         1. the Customer assumes sole responsibility for results obtained from the use of the Service by the Customer, and for conclusions drawn from such use;
         2. all warranties, representations, conditions and all other terms of any kind whatsoever are, to the fullest extent permitted by applicable law, excluded from the agreement; and
         3. the Service are provided to the Customer on an « as is » basis.
      2. Nothing in these Terms of Service limits or excludes the liability of Usedge:
         1. for death or personal injury caused by their negligence; or
         2. for fraud or fraudulent misrepresentation and wilful intent; or
         3. for any other liability that may not be limited or excluded as a resulting of mandatory legislation. 
      3. Usedge shall not be liable for any indirect or consequential damages, including (but not limited to) loss of profits, loss of business, loss of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss.
      4. To the largest extent permitted by law, Usedge’s total aggregate liability, during the Initial Subscription Period or any Renewal Period, shall be limited to the total Subscription Fees paid for the User Subscriptions during the corresponding Initial Subscription Period or the relevant Renewal Period.

1. Term and termination
   1. The agreement shall, unless otherwise terminated, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, the agreement shall be automatically renewed for successive periods with a duration equal to that of the Initial Subscription Term (each a “Renewal Period”), unless:
      1. Usedge notifies the Customer of termination, in writing, at least thirty (30) days before the end of the Initial Subscription Term or any Renewal Period, in which case the agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
      2. the Customer notifies Usedge of termination through the Usedge Platform before the end of Initial Subscription Term or any Renewal Period, in which case the agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
      3. otherwise terminated in accordance with the provisions of these Terms of Service;

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

1. 1. 1. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the agreement without liability to the other if the other party commits a material breach of any of the terms of the agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach.
      2. On termination of the agreement for any reason:
         1. all licences granted under the agreement shall immediately terminate; 
         2. Usedge may destroy or otherwise dispose of any of the Customer Data in its possession unless Usedge receives, no later than ten days after the effective date of the termination of the agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Usedge shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Usedge in returning or disposing of Customer Data; and
         3. the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

1. Force majeure

Usedge shall have no liability to the Customer under the agreement if it is prevented from or delayed in performing its obligations by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Usedge or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

1. 1. Miscellaneous
      1. If any provision (or part of a provision) of these Terms of Service is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
      2. These Terms of Service, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. 
      3. The Customer shall not, without the prior written consent of Usedge, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the agreement. Usedge may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the agreement.

1. Governing law and jurisdiction
   1. The agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of Belgium (excluding its conflicts of law provisions). The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
   2. The parties irrevocably agree that the courts of Brussels (Belgium) have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the agreement or its subject matter or formation (including non-contractual disputes or claims).