These terms and Conditions were last updated on 31/11/2020.
These Terms and Conditions (the “Ts & Cs”) constitute a legally binding agreement made between you, whether personally or on behalf of a company (“you”) and Heeet (“Heeet”, “we” or “us”), a company registered in Paris under company number 89070463800018 and whose registered office is located Paris.
We have developed a software that is able to collect website browsing information from Google cookies and send this information to the company’s Salesforce account (the “Software”).
The following Ts & Cs govern the provision of the Software to a company having signed a written order form with us (the “Order Form”), as well as the access to and use of the
website http://www.heeet.com (the “Site”). You agree that by using the Software or accessing the Site, you have read, understood, and agree to be bound by all of these Ts & Cs. If you do not agree with all of these Ts & Cs, then you should not be using the Software or accessing the Site.
The Order Form and these Ts & Cs, including their annexes and appendices, together form the “Agreement”. In case of any discrepancies between these Ts & Cs and the content of an Order Form signed by both parties, the text in the Order Form shall be given precedence.
Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Ts & Cs at any time and for any reason. We will alert you about any changes by updating the “last updated” date of these Ts & Cs, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Ts & Cs to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Ts & Cs by your continued use of the Site or Software after the date such revised Ts & Cs are posted.
The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Heeet to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site or use the Software from these other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
The Site and Software are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site or Software.
You acknowledge and agree that our Software is dependent upon Google’s and Salesforces’ functioning and APIs, meaning we cannot be held responsible should our Software stop fully functioning due to a change in Google’s or Salesforce’s features or APIs. Such a situation should not, either, be considered as a System Unavailability under clause 16 (SERVICE LEVEL) of these Ts & Cs.
Should such a situation arise, we will make our best efforts to resolve it, and make our Software 100% available, as soon as possible, subject to clause 19 (HARDSHIP) of these Ts & Cs: if a change in Google’s or Salesforce’s features or APIs makes it significantly more expensive for us to keep operating the Software, we will rediscuss our fees with you in good faith.
Finally, we should not be held responsible and there should be no System Unavailability if the Software stops working due to an issue or outage with Google, Salesforce or any other third party outside our control.
Unless otherwise indicated, the Site and Software are our property and all source codes, databases, functionalities, software, website designs, audio, video, text, photographs, and graphics on the Site and in the Software (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other applicable intellectual property rights and unfair competition laws.
The Content and the Marks are provided “AS IS” for your personal use only. Except as expressly provided in these Ts & Cs, no part of the Site or Software and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
Provided that you are eligible to use the Site, you are granted a limited personal, non-exclusive, non-assignable, non-transferrable, non-sublicensable, revocable license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.
Provided that you subscribed to use the Software, you are granted a limited license to access and use the Software. We reserve all rights not expressly granted to you in and to the Software, the Content and the Marks. The connection to the Software shall be made in accordance with our instructions in order to ensure full functionality of the Service.
Nothing in these Ts and Cs shall be construed as Heeet granting a license to, assigning or transferring, wholly or partially, any intellectual property rights to you, unless specifically stated herein. We retain all ownership to all rights, in the Site, Software, Contents and Marks. You shall not obtain any rights to the Site or Software, other than for the purpose of utilizing the Site and Service as set out in these Ts & Cs. You may not in any way transfer, assign or dispose of the rights granted under these Ts and Cs.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information you may share with us regarding the Site, Service or Software (the “Submissions”) are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
By using the Site or Software, you represent and warrant that:
(1) all registration information you submit will be true, accurate, current, and complete;
(2) you will maintain the accuracy of such information and promptly update such registration information as necessary;
(3) you have the legal capacity and you agree to comply with these Ts & Cs;
(4) you are not a minor in the jurisdiction in which you reside;
(5) you will not access the Site or use the Software through automated or non-human means, whether through a bot, script or otherwise;
(6) you will not use the Site, Service or Software for any illegal or unauthorized purpose; and
(7) your use of the Site, Service and Software will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site, Service and Software (or any portion thereof).
Our fees are payable by wire transfer, to the bank account indicated on our invoices.
Payment terms are 30 days from receipt of the invoice, and no withholding or setoff will be accepted without our prior written consent. Transfer fees, exchange rate fees and applicable taxes (including but not limited to value-added taxes) shall be borne by the payer and, unless agreed otherwise, all payments shall be made in euros.
Fixed and setup fees for usage of our Software are payable yearly in advance, and overage fees are payable monthly in arrears. If you subscribed to our “Budget Security” feature, you will be entitled to get up to 50% of your overage included in your subscription.
We reserve the right to charge default interest of the reference rate of interest set by the European Central Bank plus ten (10) percentage points, as well as collection costs, on all late payments.
You should tell us in writing and before the invoice due date if you would like to dispute any portion of any fees payable under any of our invoices. Following such notification, we will work in good faith to promptly resolve the dispute. If you do not dispute part or all of an invoice before its due date, you shall not be entitled to dispute any fees payable under this invoice.
Please be advised the Site and Software are hosted in France. If you access the Site or use the Software from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in France, then through your continued use of the Site or Software, you are transferring your data to France, and you agree to have your data transferred to and processed in France.
Your subscription to the Software shall be effective for a period of twelve (12) months starting from the start date mentioned in your Order Form. Unless terminated with a three (3) months’ prior written notice, your subscription shall then be renewed for successive periods of twelve (12) months, until terminated with a prior written notice of at least three (3) months before the renewal of an extension term.
We may decide to suspend or terminate your subscription with immediate effect if:
You breach these Ts and Cs and (if the breach is capable of remedy) do not remedy within 14 days following our written notice, or
You are more than 15 days late in a payment.
If we terminate or suspend your account for one of the above reasons, you will not be entitled to any fee refund.
We cannot guarantee the Software and Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Software, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Software at any time or for any reason without notice to you, as long as it still completes its contractually agreed purpose.
There may be information on the Site or Software that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site or Software at any time, without prior notice.
For the entire duration of this Agreement and for a period of three (3) years thereafter, neither party shall disclose the terms and conditions of this Agreement, the associated pricing or any other confidential information disclosed by the other party, except as may be required by law, regulation, or other governmental authority, and except that each party may disclose such information to its attorneys, accountants, and business advisors who are obligated to keep such information confidential.
This provision shall not be construed as to prohibit Heeet from including information about its customers in its normal promotions, advertising and customer communications.
In addition, this obligation of confidentiality shall not apply to:
To the fullest extent permitted by applicable law, Heeet shall only be liable for direct damages and our total liability towards you shall be limited to the amounts you paid us during the twelve (12) month period immediately preceding the event causing the liability to arise, or twelve (12) times the fixed monthly fee if this is higher.
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your use of the Site, of our Software or of our Services; (2) breach of these Ts & Cs; (3) any breach of your representations and warranties set forth in these Ts & Cs; or (4) your violation of the rights of a third party, including but not limited to intellectual property rights.
Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defence of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
We will maintain certain data that you transmit to the Site or Software for the purpose of managing the performance of the Site, the Software or our Services, as well as data relating to your use of the Site, the Software or our Services. Although we perform regular routine backups of data, you are solely from any such loss or corruption of such data.
For the purpose of this clause, “System Availability” shall mean the percentage of minutes in a month the key components of the Software are operational, and “System Unavailability” shall have the opposite meaning, being specified that the following shall not be considered as Service Unavailability:
Heeet shall provide the Software with a System Availability of at least 98% during each calendar month.
Subject to respecting the requirements of the below paragraph, for each full percentage point that the availability of the Software does not meet the required 98% System Availability requirement, Heeet shall provide one additional day of Service to the affected customer (each additional day a “Service Credit”), up to a maximum of 10 Service Credits per 12 months’ period, to be added to the end of the term and at no additional charge to said customer.
If a customer does not give Heeet written notice that it is eligible for Service Credits within 30 calendar days after the end of a month it is eligible to receive Service Credits for, said customer will not be required to provide Service Credits for that month.
Visiting the Site, using the Software, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and via the Site or Software, satisfy any legal requirement that such communication be in writing.
You hereby agree to the use of electronic signature, contracts, orders and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by us or via the Site or Software.
You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
You may not assign any of your rights and obligations under the Agreement.
We may assign any or all of our rights and obligations under the Agreement to a company within our group, subject to notifying you of such assignment.
If, during the term of the Agreement, performance of the Agreement should lead to unreasonable hardship for one of the parties, both parties shall endeavour to agree in good faith to amend the Agreement in the light of the change in circumstances.
In the event either party is unable to perform its obligations under this Agreement because of acts of God, strikes, equipment or transmission failure, damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable to the other for any damages resulting from such failure to perform or otherwise from such causes. This exclusion of liability for force majeure shall not apply to obligations of payment.
We will make commercially reasonable efforts to notify you of any substantial changes to these Ts & Cs by posting the new Ts & Cs on the Site or by sending you an e-mail regarding such changes. Such substantial changes will take effect seven (7) days after such notice was provided through any of the abovementioned methods.
Otherwise, all other changes to these Ts & Cs will be effective as of the stated “last updated” date and your continued use of the Site, Software and/or our Services after the “last updated” date will constitute acceptance of, and agreement to be bound by, those changes.
Please note that in the event that the Ts & Cs should be amended to comply with any legal requirements, such amendments may take effect immediately and without any prior notice.
These Ts & Cs shall be governed by and construed in accordance with the laws of France. Any dispute related to these Ts and Cs, the Site, the Services or the Software shall be subject to the exclusive competence of the Commercial Court of Paris.
These Ts & Cs and any policies or operating rules posted by us on the Site or Software, together with your Order Form, constitute the entire Agreement between you and us.
Our failure to exercise or enforce any right or provision of these Ts & Cs shall not operate as a waiver of such right or provision. These Ts & Cs operate to the fullest extent permissible by law.
We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.
If any provision or part of a provision of these Ts & Cs is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Ts & Cs and does not affect the validity and enforceability of any remaining provisions.
There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Ts & Cs or use of the Site, our Services or the Software.
You agree that these Ts & Cs will not be construed against us by virtue of having drafted them.
You hereby waive any and all defences you may have based on the electronic form of these Ts & Cs and the lack of signing by the parties hereto to execute these Ts & Cs.
If you have any questions regarding the Site, our Services or the Software, you can contact us by email to firstname.lastname@example.org.