PLEASE READ THESE GENERAL TERMS AND CONDITIONS OF USE CAREFULLY.
This is an Agreement between You (the Customer) and Sharinplace (Stelace). It describes the Services we will provide to You, how we will work together, Your responsibilities and ours and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese”, but we have tried to make it as readable as possible. These General Terms and Conditions of Use are so important that we cannot provide our Services to You unless You agree to them. By using Stelace you are agreeing to these General Terms and Conditions of Use. If you do not understand any of the terms of this Agreement, please feel free to contact us before using the Services.
We periodically update these terms. If you have an active Stelace Account, we will let you know when we do via an email.
These General Terms and Conditions of Use are applicable between : Sharinplace SAS. (hereinafter referred to as “Stelace”), a French company with registered address at 12 rue Dumas, BAL 68, 93800 Epinay-sur-Seine, and registered with the Commercial Court of Bobigny, under the number 813 758 653; and yourself as the other Party entering into this agreement ("You", the " Customer"). You and Stelace are hereinafter jointly referred to as the "Parties" and each separately as a "Party".
Section A defines some important concepts and words used in this Agreement.
Section B set the perimeter of the Website usage for visitors and customers.
Section C describes Stelace Services such as APIs, Dashboard and Documentation.
Section D describes proper handling, management, and use of your Stelace Account.
Section E describes the fees and payment structure.
Sections F describes Stelace support offered to You when registering Section G to L are very important legal sections describing intellectual propriety or liability and warranties along with applicable jurisdiction.
“Agreement”: is used for these General Terms and Conditions of Use and all material, document referred or linked to in here.
“Website”: Stelace website accessible from this url : https://stelace.com or any other Stelace subdomain.
“Services”: means the SaaS-based APIs and tools provided by Stelace to You (including Stelace APIs, Dashboard, Documentation and technical support that is made available by Stelace to You as applicable pursuant to your order in connection with such Services), and subsequent updates or upgrades of any of the foregoing made generally available by Stelace.
“API”: the Application Programming Interface provided by Stelace to You. “Dashboard”: your personal feature-rich user interface from which you can operate and configure your Stelace account.
"Additional Services" means the professional services provided to You by Stelace, which may include consulting services, training services, installation, integration, design or other additional services.“Marketplace Services” are part of Stelace Additional Services offered to help You build your Marketplace or platform and rely on Stelace APIs.
“Plan”: means the type of offer proposed by Stelace. Each Plan has particularities and features adapted to various business needs and has a different price.
“Products” referred to Stelace offers such as APIs or Additional Services. “Content”: referred to elements of the Website. Stelace Content refers to materials, text, illustration, designs and other types of Contents available on Stelace Website and Services.
“Documentation”: means the printed and digital instructions, on-line help files, technical documentation and user manuals made available by Stelace for the Services.
“Third Party”: is any other Party than Stelace and You. For instance, Stelace is likely to use other Services in order to offer You its own Services (example: Amazon Web Services to host the API).
“Stelace Account”: is your account when You register to Stelace Services. “Data”: all information collected by Stelace or Third Parties to provide the Services and let you consult the Website.
“General Data Protection Regulation”: European regulation to protect user's data (GDPR).
“Free Trial”: the period during which You are granted a free access to the Service.
“Subscription Fee”: is related to the amount You pay to Subscribe to the Service.
“Subscription Term”: is the initial term of your subscription to the Service, as specified when registering, and each subsequent renewal term (if any). For Free Services, the Subscription Term will be the period during which you have an account to access Stelace Services for free.
“Billing Period”: is the period during which you have to pay the Services You registered to. It should be the same as your Subscription Term. Example: You Subscribed for a yearly billed plan, a one (1) year Subscription Term, You will be charged for twelve (12) months and have a twelve (12) months Billing Period.
“Registration Data”: all data you provide when You register.
You may use the Website, and the information, writings, images and/or other works that you see, hear or otherwise experience on the Website (singly or collectively, the "Content") solely for your non-commercial, personal purposes and/or to learn about Stelace Products and Services, and solely in compliance with these General Terms and Condition of Use.
By accessing the Website, you agree that you will not:
Any unauthorized use of any Content or the Website may violate patent, copyright, trademark, and other laws.
By accessing the Services, You agree to these General Terms and Conditions of Use so please read them carefully before using the Services. If You do not agree to these General Terms and Conditions of Use, please do not use the Services.
Some of the bellow-mentioned Services may be subject to specific conditions established at any time. From now on, such conditions, or any other specific conditions for the Services offered on the Website at any time, shall be referred to as "Specific Conditions".
In addition, Stelace informs You that these General Terms and Conditions of Use and the Specific Conditions to the Services can be modified or amended at any time. If you have an active Stelace Account, we will let you know when we do via an email, before they come into force. If You don't want to agree to any changes made, You should stop using that Service, because by continuing to use the Services You indicate your agreement to be bound by the updated terms.
Using the Services, You declare that You are at least eighteen (18) years of age and has sufficient capacity to be bound by these General Terms and Conditions of Use and the Specific Conditions when appropriate. You also commit to use the Services and the information contained therein properly, and to comply with any given applicable regulation.
Stelace is a Software as a Service (SaaS). Stelace has developed and provides access to the API that may be used to access the Services. Those APIs will be hosted by Stelace, at the provider of Stelace choice (see Third Parties Services) unless otherwise agreed. Stelace is not responsible of your use of the Service. You may use the API solely as described in the Documentation and use the Services through the applications identified in your Stelace Account. You may manage your Stelace Account, connect with other service providers, and enable additional features through the Stelace management dashboard (“Dashboard”). Stelace will use the Dashboard to provide you with information about your Stelace Account. Some of the Stelace Dashboard features may also be available as add-ons and additional Services that will provide you with access to more insights. The information may be provided in your language, and if not, it will be provided in English.
You may use the API to utilize the Services on your website or inside your mobile applications. You may not use the API for any purpose, function, or feature not described in the Documentation or otherwise communicated to you by us. Due to the nature of the Services, we will update the API and Documentation from time to time, and may add or remove functionality. We will inform You if we change, deprecate, or remove functionality from the API so that you may continue using the Services with minimal interruption.
Your API keys are available through the Dashboard. You are responsible for securing your secret keys — do not publish or share them with any unauthorised persons. You should contact us immediately if you become aware of any unauthorized use of your secret key or any other breach of security regarding the Services. We provide more details on proper use of API keys in the Documentation.
Stelace shall only be responsible for the operation and performance of the Services as provided by Stelace and Stelace expressly disclaims any liability with regards to any products and/or services provided by You and to any script and/or custom code you're adding.
Stelace offers You a Service based on its software platform that will be regularly updated. Therefore, You may encounter some changes in the Service. Stelace shall have the right to change the Service at any time, for any part and shall use reasonable efforts to inform you of these changes in advance. If You do not want to benefit from the changes You may stop using the Services and inform Stelace. Changes in the Service will be described in the Documentation if there is any new API version.
Stelace only provides the Service for the purposes described in the Documentation. Stelace does not assume any responsibility or liability for any business, transactions and activities carried out by You. Stelace Services may not be used for business, transactions and activities that are illegal. Furthermore, You agree not to use the Service in any other way that harms or may harm the reputation of Stelace, or which may endanger the provision of the Service to other parties.
You represent, covenant, and warrant that You will use the Services only in compliance with Stelace’s standard published policies then in effect and all applicable laws and regulations. You hereby agree to indemnify and hold harmless Stelace against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from your use of Services.
If You subscribed to Stelace Additional Services, You are also liable for all the contents of your own website, aside from Stelace design, or mobile application, the business idea, the business model, the customer relationship with your end-users and the transactions and activities carried out through your platform or marketplace. Stelace is the Services provider and do not control any of your contents, activities and transactions. You are solely responsible, under the law of which You depend, for providing terms of sale and/or use, legally mandated documents or any other legal notice applicable to the use of your own services by the end-user. You are liable for ensuring that these terms comply with all laws.
You shall ensure that your business Terms are available to the end-users at all times and that such end-users have accepted and shall comply with your terms.
Stelace Services are available through self-service on its Website. If You register at Stelace’s Websites for a Free Trial, Stelace will make such Services available to You free of charge until (a) fourteen (14) days, (b) any feature limit is reached, (c) the start of any paid subscription for such Services, or (d) termination by Stelace at its sole discretion. You will be asked your email address, your first name and last name and enough information for Stelace to launch your Free Trial. If You do not subscribe to the Service after the Free Trial and stop using it, all your information will be deleted within at most a year after your last activity related to Stelace, including any request to Stelace team and the Agreement will automatically terminate. Additional terms and conditions such as limits may appear on the Website and any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
Your Stelace Account shall be personal and non-transferable. You are obliged to inform Stelace of any changes to your personal data and are responsible for preventing unauthorized access and/or use of your Stelace Account by a third party on your behalf. In addition, You shall be solely responsible for the choice, loss, theft or unauthorized use of any code or password, and the consequences derived therefrom. Passwords are fully encrypted on Stelace's side and can't be restored.
In any case, You shall be responsible for using the Services properly and safekeeping your personal details including your password, API key and shall refrain from using your Stelace Account for illicit purposes or for any purpose that violates these General Terms and Conditions of Use or any Specific Conditions.
By creating a Stelace Account, you agree to: (I) provide true, accurate, current, and complete information about yourself and your organization, as prompted by the Service’s registration form (the “Registration Data”); (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete; (iii) provide a valid payment method for paying any fees associated with the Service; (iv) use only the Stelace Account you created to access the Service; (v) not allow your Stelace Account to be used by anyone else to access the Service; and (vi) not use the name of another person with the intent to impersonate that person or in a way that otherwise causes confusion as to the origin of your account; (vii) authorizes Stelace to use your name, acronym, logo, trade name and corporate name on any document as a commercial reference.
This Agreement is effective upon the date you first access or use the Services and continues until terminated by You or Stelace. Subscription Term shall automatically renew for successive terms. You may terminate your Stelace Account at the end of your Term of commitment if You Subscribed to a monthly Plan by using the account termination option accessible from your Account or Dashboard. If You subscribed to a Yearly Plan, Subscription Term shall renew for successive terms, unless either party gives the other at least sixty (60) days’ notice of non renewal at the end of the applicable term. You may still be able to access certain portions of the Service, but you will not have access to certain features and Content that are available to Stelace Account holders. If you terminate your Stelace Account, Stelace will make available to You, on request, all of your data. No Early Termination. No Refunds. The Subscription Term will end on the expiration date and the subscription cannot be canceled early. We do not provide refunds if you decide to stop using the Services during your Subscription Term.
Access to Stelace Services, Free Trial excluded, is subject to Subscription Fees. The Subscription Fees vary according to the Plan You choose when registering to the Service. The Subscription Fee will remain fixed during the Subscription Term unless You (i) upgrade your Account to another Plan, (ii) choose to buy any Add-on or additional Services, (iii) add any Team Account to your Dashboard (iv) are using the API and are subject to limits that you exceed (such as event overage fees, QPS, listing, or assets limits).
Fees on initial commitment are (i) based on Services purchased and not actual usage; (ii) non-cancelable; and (iii) cannot be decreased during the specified Subscription Term. Fees paid for minimum commitments are not refundable. Subscriber’s payments of fees are neither (i) contingent on the delivery of any future functionality or features nor (ii) dependent on statements not set forth in the Agreement or any Service Order.
Stelace reserves the right to change its pricing and to institute new charges at any time upon notice to You (i.e. on the Website and/or by email) provided that, for Services billed on a subscription basis, monthly paying users will be given 2 months at the old pricing from the point at which the new pricing comes into effect and yearly paying users will be given the possibility to keep the old pricing until their Subscription Term.
Should You wish not to accept such change in fees, You may terminate this Agreement in accordance with Section 3 above.
If your use of the Services exceeds the Services limitation set forth on the Plan You choose, or otherwise requires the payment of additional fees (per the terms of this Agreement), You will be billed for such usage and You agree to pay the additional fees in the manner provided herein. Overage fees are invoiced apart and due on the invoice date. You may follow your consumption through your Dashboard and Stelace will inform You by email or through your Dashboard of any limit you're susceptible to exceed.
If You are paying by credit card, You authorize Stelace to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize Stelace to use a Third Party to process payments, and consent to the disclosure of your payment information to such Third Party. Invoices to be paid by credit card are due on the invoice date.
All paid plans are executed through self-service on Stelace Website and/or separately Order Forms. If You are paying against invoice, You will provide a purchase order number in the applicable amount, and promptly notify Stelace of any changes necessary for payment of an invoice. We will invoice you annually. If you choose to be invoiced monthly, all fees will be increased by 25%. All invoice amounts are due net 30 days from the invoice date unless otherwise specified and Stelace may condition the access to the Services to payment reception.. If any invoiced amount is not received by Stelace by the due date, then without limiting Stelace's rights or remedies: (i) Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service (ii) Stelace may condition future subscription renewals and Service Orders on shorter payment terms.
You will keep your contact information, billing information and credit card information up to date. Changes may be made on your Billing Page within your Stelace Account. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term.
All listed fees and any amounts payable are net amounts exclusive of possibly applicable VAT, sales tax, or any other applicable taxes and charges imposed by any government entity in connection with Your use of the Service. You are solely liable for any such taxes and charges.
Failure to pay fees (including any overage fees) when due may result in the applicable Service being limited, suspended, or terminated (subject to applicable legal requirements), which may result in a loss of your data associated with that Service. We will provide You with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Subscription Services seven (7) days after such notice. If a Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service.
Stelace will provide you with support to resolve general issues relating to your Stelace Account and your use of the Services. This support includes resources and documentation that we make available to you through the current versions of Stelace support pages, API documentation, and other pages on our Website (collectively, “Documentation”). The most efficient way to get answers to your questions is to review our Documentation. If you still have questions after reviewing the Documentation, please contact us.
|Email support||Not available||5 days a week 7 hours a day (UTC)||5 days a week 7 hours a day (UTC)||5 days a week 7 hours a day (UTC)|
|Integration support||Not available||Not available||5 days a week 7 hours a day (UTC)||5 days a week 7 hours a day (UTC)|
|Dedicated Support & CSM||Not available||Not available||Launch Guidance & Technical Onboarding||Dedicated Engineering & Success Team|
All Website Contents (including but not limited to databases, images, photographs, patents, utility and industrial models) are the property of Stelace or its content providers, in which case those contents have been licensed to Stelace, and they are protected by regulations governing industrial and intellectual property. The compilation (that is, the collection, design, sorting and assembling) of the contents of the Website is exclusively owned by Stelace and is protected by the applicable laws governing industrial and intellectual property.
The Service, as defined previously, and all source code on which it relies remains Stelace propriety. Any and all intellectual propriety rights linked to the Service remain the sole and exclusive propriety of Stelace. Your Subscription to the Service only grant you, for the duration of this Agreement, a non-exclusive, limited, non-transferable, non-sublicensable right to use the Service. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on Stelace Services in whole or in part, by any means, except as expressly authorized in writing by Stelace. If You subscribed to Stelace Additional Services such as Marketplace Services, and want to terminate your Stelace subscription (as set in Section D “Term ans Termination of your Stelace Account”) Stelace may offer you a non-exclusive license to use the Marketplace design but Stelace informs You that it has been designed to rely on Stelace APIs and will need some additional work to function without those APIs. This re-design work will be your sole responsibility.
Any unauthorized use of any Service Content or the Service may violate patent, copyright, trademark, and other laws.
As agreed between the Parties, You own and retain all rights to Your content and Customer Data. This Agreement does not grant us any ownership rights to customer materials or Customer Data. Any and all intellectual property rights to any material You have provided shall remain Your sole and exclusive property. You grant Stelace a perpetual, irrevocable, royalty-free, non-exclusive, sublicensable and transferable license to use, copy, reproduce, modify, make available and distribute such material for the purposes of making available the Service. You grant permission to us and our licensors to use such material only as necessary to provide the Service to You and as permitted by this Agreement. If you are using the Service on behalf of another Party, then You represent and warrant that You have all sufficient and necessary rights and permissions to do so. Your content is your sole responsibility. Correspondingly, You are responsible for your own content and you must ensure that you have all the rights and permissions needed to use that Content in connection with the Services.
End-users content remains the sole and exclusive propriety of the End-User, that concede you a right to use it for the purpose of making your service available.
You may request that Stelace provides You with a copy of the material provided by You . Such material shall be provided by making it available to You in a reasonable manner separately agreed by You and Stelace. Stelace shall have the right to invoice You any reasonable expenses incurred by Stelace as a result of making the material available to You.
We may make certain Stelace logos or marks (“Stelace Marks”) available for use by You and other users to allow You to identify Stelace as a service provider. Stelace may limit or revoke your ability to use Stelace Marks at any time. You may never use any Stelace Marks or Stelace IP consisting of trademarks or service marks in a manner that may lead people to confuse the origin of your products or services with ours.
During the term of this Agreement, You may publicly identify us as the provider of the Services to You. You will not imply any untrue sponsorship, endorsement, or affiliation between You and Stelace. Upon termination of your Stelace Account, You will remove any public references to our relationship from your websites.
You consent to Stelace's use of your name and logo and general description of your relationship with Stelace, on our Website, in press releases and other marketing materials and appearances. You further permits us to use it as a reference account for marketing purposes and agree, from time to time, to support us by participating in reference phone call(s) and other marketing events including with press, analysts, and Stelace existing or potential investors or customers upon reasonable request by Stelace. Stelace may also ask You a testimony to display on its Website or marketing supports.
THE SERVICE AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, STELACE AND ITS PARENTS, SUBSIDIARIES, PARTNERS, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, LICENSORS, AND ALL OWNERS OF THE CONTENT (COLLECTIVELY, THE “STELACE PARTIES”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE STELACE PARTIES DO NOT WARRANT THAT USE OF THE SERVICE OR THE CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN THE SERVICE OR THE CONTENT WILL BE CORRECTED, THAT THE SERVICE OR CONTENT OR THE SERVERS THAT MAKE THE SERVICE AND THE CONTENT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DESCRIPTIONS OF THE SERVICE OR THE CONTENT ARE ACCURATE, RELIABLE, CURRENT OR COMPLETE.
YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. WE RESERVE THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE SERVICE OR ANY FEATURE OR PART THEREOF AT ANY TIME. THE STELACE PARTIES ASSUME NO RESPONSIBILITY FOR THE DELETION, MIS-DELIVERY, OR FAILURE TO STORE OR TRANSFER ANY CONTENT OR PERSONALIZATION SETTINGS.
YOU UNDERSTAND AND AGREE THAT THE STELACE PARTIES WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF A STELACE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR USE OR ACCESS OF, OR INABILITY TO USE OR ACCESS, THE SERVICE OR THE CONTENT.
Please report problems and policy violations to Stelace. We reserve the right, but have no obligation, to remove any Content from the Service at any time in our discretion.
In addition, without limiting other remedies, we may, in our sole discretion, limit, suspend, or terminate the Service and Stelace Accounts, prohibit access to the Service or the Content, and take technical and legal steps to keep users from using the Service or the Content, if we think that they are creating problems or possible legal liabilities, infringing the intellectual property rights of Third Parties, or acting inconsistently with the letter or spirit of our policies (for example, and without limitation, circumventing temporary or permanent suspensions or harassing our employees or other users).
You agree to indemnify and hold the Stelace Parties harmless from any claim or demand, including reasonable attorneys' fees, made by any Third Party due to or arising out of (i) Your use of the Service or the Content; (ii) Your violation of these General Terms and Conditions of Use; or (iii) Your violation of any law or Your violation or infringement of any rights of another party.
Both Parties agree that the laws of France will apply, should any dispute arise out of or in connection with this Agreement, without regard to choice or conflict of law principles. To the extent that any lawsuit or court proceeding is permitted hereinabove, both Parties agree to submit to the sole jurisdiction of the Bobigny (France) Courts for the purpose of litigating all disputes.
Sharinplace 12 rue Dumas, BAL 68 93800 Epinay-sur-Seine France