This agreement will remain in effect until all subscriptions granted in accordance with this Agreement have expired or this agreement is terminated by you or Nicoka (the "Term"). If you decide to use the service for a free trial period, if applicable, and do not purchase a subscription before the end of this period, this Agreement will expire at the end of the free trial period.
The user subscription you have purchased begins on the start date specified at the time of payment and continues for the duration of the subscription selected at the time of payment. The subscription is renewable by tacit agreement: if you have opted for a monthly subscription, it will be automatically renewed for an additional period of 1 month; if you have opted for an annual or multi-year subscription, the subscription will be automatically renewed for successive periods of 12 months. You are solely responsible for the proper cancellation of your account. You can cancel your account at any time by email at contact@nicoka.com with one month's notice, each period (month or years) started being due. Access licenses are nominative, they cannot be "lent" or "shared" with anyone other than the person registered in Nicoka.
Both parties may terminate this Agreement at any time in the event of a material breach that is not remedied within 30 days of written notice by the non-defaulting party, except in the case of your non-payment, including if your credit card cannot be charged, in which case Nicoka may suspend or terminate your access to the Service upon such non-payment. Nicoka will refund you any prepaid fees covering a period of the remaining term after the date of termination of all subscriptions. However, no refund will be granted for the current month.
Unless your account is terminated due to your non-payment, you will continue to have access to and download the information provided, entered, or uploaded to the service by you or on your behalf ("Data") for 30 days after the effective expiration or termination date. After this 30-day period or if your account is terminated due to your non-payment, Nicoka will have no obligation to maintain all data and may thereafter, unless prohibited by law, delete all your data in Nicoka's systems or otherwise in its possession or under its control.
Nicoka may degrade, terminate, or suspend your access to the Service without notice and without liability if such action is based on (a) Nicoka's good faith belief that you have violated a provision of this Agreement (including failure to make a payment when due), or (b) you do not log in to or use the service for a period of 180 days or more if you have a paid account, and for a period of 60 days or more if you have a free account.
Modification of this Agreement
The Service may be made available in free or paid versions at different levels. Not all features may be available in each version. Nicoka reserves the right, at its sole discretion, to modify, add to or delete portions and/or features of the Service, or to modify, add to or delete portions of this Agreement at any time by making the modified Agreement available to you. The revised Agreement will take effect immediately after it has been communicated to you, except in the case where such modification materially changes your rights hereunder, Nicoka will attempt to notify you directly by sending a message to the email address you provided us. Your use of the Service after the effective date of changes to this Agreement constitutes your acceptance of those changes. In this case, you will be asked to expressly accept this modification. You can also review the most recent version of this agreement at any time on: https://www.nicoka.com/conditi... If you are not satisfied with the terms of the Agreement or any modification thereto, you agree that your sole and exclusive remedy is to stop using the Service.
Rights of Use
During the Term of your Agreement, Nicoka grants you a limited, non-transferable, non-sublicensable, and non-exclusive right to access and use the hosted software products and associated documentation included in the Service and all modifications and/or improvements made to any of the above (“Software”) via a web browser or other device owned by you or controlled by you for your internal business use. Nothing in this Agreement obligates Nicoka to deliver or make available copies of computer programs or Software code, whether in object code or source code form. You agree to use the Service only in compliance with all applicable local, state, national, and international laws, rules, and regulations (“Applicable Law”). You must not accept, and must not authorize, encourage, or allow any third party to use the Service to upload, transmit, or distribute any unlawful, defamatory, harassing, abusive, fraudulent, obscene, threatening, abusive, hateful, virus-containing or otherwise objectionable content as reasonably determined by Nicoka; to use the Service for any fraudulent or inappropriate purpose; to attempt to decipher, decompile, delete, modify, or reverse engineer any of the software; to reproduce, make derivative works, reproduce or exploit any part of the Service without Nicoka's express written authorization; to use a robot, spider, other automated device, or manual process to monitor or copy any content from the Service; or to rent, distribute, or resell the software, or use the software to develop a competitive solution (or contract with a third party), or remove or modify the logos, trademarks, patents, copyrights, privacy, or other notices or marks appearing on or in the Software or displayed in connection with the Service.
Nicoka shall: (i) provide you with basic support in connection with your use of the Service at no additional charge, and with enhanced support if purchased separately, (ii) use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except: (a) planned downtime (which Nicoka shall schedule to the extent possible during weekend hours from 8:00 PM Friday to 3:00 AM Monday Paris time), or (b) any unavailability caused by circumstances beyond Nicoka's reasonable control, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), internet service provider failures or delays; (iii) provide the service only in accordance with applicable law.
Nicoka shall maintain commercially reasonable administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of your data. Nicoka shall not (a) disclose your Data unless compelled by Applicable Law or you expressly authorize it in writing, or (b) access your Data except to provide the Service and prevent or resolve technical or service problems, or at your request. with customer support issues. In the event we are compelled by applicable law to disclose your data, we will notify you if applicable law permits.
If you integrate Nicoka using our API, you must use efficient programming, which will not cause too many requests in too short a time, as determined by Nicoka. Nicoka reserves the right to limit your API connections, or to suspend or terminate your Nicoka account.
Nicoka provides the Client with 10GB of space as part of its subscription. Nicoka also provides its clients with a tool to track the number of GB in its Software. Exceeding the 10GB results in an additional cost of €15 excl. VAT/month for 10 additional GB.
Nicoka offers the client a custom development service. After joint validation of the specifications, the service will be charged per person/day at €980 excl. VAT/person/day or at €150 excl. VAT/hour of development. Custom development will begin upon receipt of payment of the full amount.
Nominative Licenses
The licenses granted by Orinea for the use of Nicoka software are nominative and personal. Each license is assigned to a specific user, hereinafter referred to as the "License Holder."
In the event of improper use or unauthorized sharing of the license, Orinea reserves the right to take the necessary measures to enforce the terms of this contract, including re-invoicing the concerned client.
The re-invoicing will be calculated based on the number of licenses used incorrectly or shared without authorization, multiplied by the license rate in effect at the time of the infraction.
The client will be informed of the re-invoicing and will have a period of 10 days from receipt of their invoice to regularize the situation by immediately ceasing unauthorized use or sharing of the license.
The re-invoicing and the measures taken by Orinea under this article do not exempt the client from the obligation to comply with all other provisions of the contract, including payment obligations for properly used licenses.
The client acknowledges that the re-invoicing is not an exclusive measure and that Orinea reserves the right to take any additional action permitted by law to protect its rights in the event of improper use or unauthorized sharing of licenses.
The parties agree that the re-invoicing aims to compensate for the damages caused by improper use or unauthorized sharing of licenses and does not constitute a waiver of Orinea's legal or contractual rights.
Payment Terms
Your subscription to the Service automatically renews for the same term selected at the initial payment (e.g., month-to-month, annual, etc.). You may change your subscription period at any time by contacting us using one of the methods indicated in the Contact Information section below. Your credit card will be charged once per month for monthly subscriptions and once per year (on the anniversary of your subscription date) for annual subscriptions. Nicoka will send you a receipt by email when your card has been charged. If your card cannot be charged, your access to the Services may be suspended and you will need to update your card information to be able to use it again. There will be no refunds or credits for partial months of service, account upgrades/downgrades, or for unused months with an open account.
Annual subscription pricing requires a minimum commitment of one year. If you cancel your subscription or your subscription is suspended for non-payment before the end of the one-year commitment period, you will no longer be eligible for the annual subscription price and you will have to pay the difference between the monthly and annual commitment prices for the number of months your subscription was active.
All fees do not include taxes or duties imposed by governmental authorities. You are solely responsible for paying all such taxes or duties.
Nicoka may at any time, with at least 90 days' notice or a longer period if required by applicable law, change the price of your subscription or any part thereof, or institute new charges. Price changes and the establishment of new charges implemented during your one-year subscription period will take effect for any subsequent one-year subscription period and for all new subscribers after the effective date of the change. If you disagree with such price changes, you must cancel your subscription and stop using the Service before the start of the renewal subscription period for which the price change applies. Any adjustment related to an overrun of the number of licenses provided in the Agreement is due at the end of the period.
Intellectual Property Rights
Between the parties, Nicoka owns and will retain all rights, titles, and interests in (a) the Software and the Service, including all intellectual property rights, and (b) the transactional and performance data related to your use of the service. Nicoka may collect, use, and disclose all such transactional and performance data for commercial purposes (including software usage optimization and product marketing) provided that such use does not reveal your identity, any of your confidential or identifiable information.
You retain all rights, titles, and interests in your data. Nicoka has no rights, titles, or interests in any personally identifiable information related to your data.
You are under no obligation to provide Nicoka with suggestions, enhancement requests, recommendations, comments, or other feedback (“Feedback”) regarding the Service. To the extent Nicoka receives Feedback from you, Nicoka may use and incorporate such Feedback to improve the services or for any other purpose. As a result, if you provide Feedback, you agree that Nicoka owns all such Feedback and Nicoka and its affiliates, licensees, customers, partners, third-party suppliers, and other authorized entities may freely use, reproduce, license, distribute, and market by Feedback in the Service or other related technologies, and you hereby assign, irrevocably, exclusively, and royalty-free, all such Feedback to Nicoka.
From time to time during the Term, Nicoka may develop, create or prepare customized documents, designs, computer programs, computer documentation, and other tangible materials (“Deliverables”) in each case in accordance with a statement of work executed by Nicoka. Nicoka will own and retain all rights, titles, and interests in such Deliverables and hereby grants you a limited, non-transferable, non-sublicensable, and non-exclusive license to use such Deliverables for your internal use during the Term. Nicoka may reuse any Deliverables, provided that such use does not reveal your identity or confidential information.
Advertising
During the Term, Nicoka may disclose your name as a Nicoka customer and/or Service subscriber, and you grant Nicoka the right to display your name and logo in its marketing materials and on Nicoka's public site. in accordance with the brand guidelines you may provide to Nicoka.
Warranties and Liabilities
Nicoka represents and warrants as follows: (a) Nicoka has all the necessary rights to grant you the rights set forth in this Agreement; (b) Nicoka uses commercially reasonable measures to detect time bombs, viruses, technically restrictive devices, and/or technically restrictive codes; (c) the Software will operate substantially in accordance with the generally required technical documentation provided by Nicoka in connection with the Software ("Documentation"); and (d) any professional service performed for you by Nicoka will be executed in a professional manner, with the degree of skill and care required by sound professional procedures and practices.
To the extent permitted by law, except for the limited warranty above, Nicoka disclaims all other warranties, express or implied, including implied warranties of merchantability or fitness for a particular purpose, with respect to the Software, documentation, deliverables, and other materials and/or services. Nicoka does not warrant that the operation of the service will be error-free or uninterrupted.
Except for either party's breach of its indemnification obligations under negligence or gross misconduct by either party, (a) in no event shall either party be liable for any indirect, consequential, punitive, or exemplary damages arising out of this contract, and (b) either party's total liability under this contract is limited, to the extent permitted by applicable law, to the fees received by Nicoka from you under this agreement during the six months preceding the event.
Security Breach.
External breach: In the event of a security breach by someone other than your employee, contractor, or agent, Nicoka: (a) will take corrective actions in accordance with industry standards; and (b) inform you of the security breach, its nature and scope, the nature and scope of the corrective actions Nicoka will take, and the timeframe in which Nicoka expects to address the breach.
Internal breach: In the event of a security breach by your employee, contractor, or agent, you will be solely responsible for corrective actions and will immediately inform Nicoka of the breach and the actions you will take to remedy the breach.
Indemnification
You agree to indemnify, defend, and hold Nicoka and its subsidiaries, officers, agents, and employees harmless from and against any and all costs, damages, expenses (including reasonable attorney's fees), judgments, losses, and other liabilities (including amounts paid in settlement) (“Liability”) resulting from a lawsuit, claim, demand, proceeding, or action (“Claim”) arising out of or related to your use of the Software and/or Service in violation of this agreement.
Nicoka agrees to indemnify, defend, and hold you, and your affiliates, officers, agents, and employees harmless from any liability incurred as a result of any third-party claim to the extent arising from or related to an allegation that your use of the Software and/or Service in accordance with this Agreement infringes the intellectual property rights of a third party. Notwithstanding the foregoing, Nicoka has no obligations or liabilities arising from: (a) the use of the Software and/or Service in a modified form or in combination with materials or software not provided by Nicoka, and (b) any content, information, or data provided by you, your end users, or other third parties.
A party seeking indemnification hereunder will (a) promptly notify the other party in writing of the claim; b) give the indemnifying party exclusive control of the claim and any negotiation for compromise or settlement (if the settlement requires any action or admission by the indemnified party, then the settlement will require the prior consent of the indemnified party), and (c) provide the indemnified party with any reasonable cooperation, information, and assistance in connection with such claim; provided, however, that the indemnified party's failure to give prompt notice of a claim; grant this exclusive control; and/or provide such cooperation, information, and assistance does not relieve the indemnifying party of its obligations under this Article 9, except to the extent the indemnifying party is materially prejudiced by such failure. The indemnified party may be represented by its own counsel, at its own expense.
Miscellaneous
If you use the iOS version of the Service, you agree to the statements set forth in this section. This Agreement is entered into between you and Nicoka only, and not with Apple Inc. (“Apple”), and Apple is not responsible for the Service or its functionality or content. Apple has no obligation to provide maintenance and support services with respect to the Service. In the event of a failure of the Service to conform to any applicable warranty and if you have purchased a Service subscription through Apple, you may notify Apple and Apple will refund you the purchase price of the Service concerned; and, to the fullest extent permitted by applicable law, Apple has no other warranty obligation with respect to the service. Between Apple and Nicoka, Nicoka is responsible for any claims, losses, liabilities, damages, costs, or expenses attributable to any failure of the Service to conform to any warranty, subject to the terms of this Agreement. Apple is not responsible for responding to claims you or a third party regarding your Service or your possession and/or use of the Service, including, but not limited to: (a) product liability claims; (b) any claim that the Service does not conform to applicable legal or regulatory requirements; and c) claims arising from consumer protection or similar legislation. Apple is not responsible for investigating, defending, settling, and discharging any third-party claim that your possession and use of the Service infringes that third party's intellectual property rights. You agree to comply with applicable third-party terms when using the Service. Apple and Apple's subsidiaries are third-party beneficiaries of this Agreement and, upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary of this agreement.
If you connect your email or calendar to Nicoka using your Google account, be aware that Nicoka accesses your data in accordance with the requirements of Google's Limited Use Requirements.
This Agreement encompasses the entire agreement between you and Nicoka regarding the subject matter hereof and supersedes all prior representations, agreements, and understandings, written or oral. This Agreement may only be modified by an act signed by both parties. Nicoka's failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any part of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall be interpreted to reasonably achieve the intent of the parties, and shall not affect the validity and enforceability of the remaining provisions. No purchase order or other form submitted by you will modify, replace, add to, or alter in any way the terms of this Agreement. As used herein, the words "including," "includes," and "include" mean an inclusion without limitation. You may not assign or transfer in any way your rights or obligations under this Agreement without Nicoka's prior written consent. If you have any questions regarding this agreement, please contact Nicoka at contact@nicoka.com.
Contact us If you have any questions regarding the terms of use or if you would like to receive an electronic version of our agreement, please do not hesitate to contact us at tel:+33 1 89 16 77 39, by email at the following address contact@nicoka.com or by mail at: Orinea - 56 rue de Londres - 75008 Paris, FRANCE