Terms of Use

Version 1.2 - 20 January 2020

1.    Recital

The Company Nunki
is a simplified stock corporation ("société par actions simplifiée" - SAS)with a share capital of € 7.703,00 registered within the Commercial andCompanies Register of Paris under n° 801 271 941 having its principal place of business at 176 Avenue Charles de Gaulle 92200 Neuilly Sur Seine France, represented by Quentin Lhomme acting as CEO duly authorized for the purposes hereof ("the Company") has designed and developed the Nunki Service("the Nunki Service").

Thank you for choosing to use the Nunki Service. The Nunki Service is an online platform that provides near real-time alerts and information about ongoing events by aggregating and detecting content notably from open sources like social media(only public content), news, application programming interfaces etc. ("data"). The Nunki Service offers features such as mapping, filters, content aggregation and categorization, automatic content analysis (image and text), search history retention, and the creation of thematic albums. The Nunki Service is presented on the Nunki.co website.

These Terms of use as well as the Privacy Policy, the Cookies Policy and the commercial offer form together the legal agreement (the"Agreement") between you(the "Client") and the Company. This Agreement governs your access and use to the Nunki Service. By using the Nunki Service you confirm that you are over the age of 18, acting as a professional and accepting the Agreement.

Please read these Terms carefully before agreeing. By accessing or using any part of the platform or clicking on the “I agree” button, you agree to become bound by the Agreement.If you have any questions, please contact us: legal@nunki.co.

Access to the Nunki Service requires the use of a computer, a tablet or a mobile, equipped with an operating system, an access to an electronic communication network for the transfer of information, a subscription to an internet access provider, using appropriate communication and web navigation software, installed by the Client on its computers.

2. Your right to use the Nunki Service

2.1 Intellectual Property
The Nunki Service is protected by copyright, by trade secret and other intellectual property rights; the Nunki Service is the property of the Company. The Company grants to you a personal, limited, nonexclusive, nontransferable right and license to access and use the Nunki Service. The Client is only granted the right to use the Nunki Service to access and use all material, information and technology offered as part of the Nunki Service, including without limitation, data, features, map, algorithms, processes, user interfaces, designs (the “Content”), for the limited purpose of personal use. The Client is not authorized to use any of the Company's intellectual property except as is expressly allowed under these Terms. As a result, the Client shall not act in any manner that may directly or indirectly harm the intellectual property rights of the Company.

2.2 Third party sites.
The Nunki Service may contain links to other third party websites or embed third-party content not maintained by theCompany. Other third party websites may also reference or link to our Nunki Service. We encourage you to be aware when you leave our Nunki Service and to read the terms and conditions and privacy statements of each and every website that you visit. We are not responsible and make no representations or warranties for the third party websites or any content that may be linked to through a third party hyperlink or any content embed in the Nunki Service.

2.3 Agreement Term.
This Agreement will commence upon your completion of the first online access and will continue in full force and effect until otherwise terminated pursuant to the provisions hereof.

2.4 Restrictions and unauthorized use.
You agree not to use, nor permit any third party to use the Nunki Service or Content in a manner that violates any applicable law, regulation or this Agreement.
In addition, you agree you will not:
i. provide access to or give any part of the Nunki Service to any third party;
ii. alter, modify, duplicate, translate, de-compile, reverse engineer, or attempt to recreate the Nunki Service or the Content, in whole or in part;
iii. sell, trade or resell the Nunki Service or transmit your logins to third parties,
iv. build an identical product to the Nunki Service or a product with similar ideas, features and functionalities;  
v. use the Nunki Service in any way that causes, or may cause, damage to the Nunki Service or impairment of the availability or accessibility of the Nunki Service;
vi. use the Nunki Service to copy, store, host, transmit, send, use, publish or distribute any material that consists of or is linked to any spyware, computer virus, Trojan horse, worm, keystroke logger, root kit, or other malicious software;
vii. reproduce or use photographs or messages from social media in contradiction with the rules of use and good practices defined by social media or in fraud of third parties' rights, in particular intellectual property rights and privacy rights;
viii. use the services for non-professional or private purposes or for public or private surveillance or intelligence operations, directly or indirectly;
ix.  use the Nunki Service in any way which is unlawful, illegal, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.

We invite you to read and respect the general terms and conditions of use of our partners available on their platform in order to know the rights you have to use their content.

2.5 Data
The Company cannot be held responsible for the data collected via social media or press or API, their veracity, reliability and exhaustiveness. The Company is only the host of this data and has no editorial control on the data. The Company cannot be held liable for the data like comments and posts published, for the content of the messages or their illegal nature. The Client is solely responsible for the use he makes of the Nunki Service and data; he must verify the sources and data that he wants to use.

The Company's only editorial control is selecting the events that are covered and might add titles, clusters, tags, locations, categories and additional comments manually if needed.

3.    Your account and password

The Company opens your account and sends you a first username and password. You are responsible for changing the password and defining a password that meets the applicable security requirements. Logins (username and password) are strictly confidential, unique and personal. You undertake to report to the Company as soon as possible any loss of logins or fraudulent use of account of which it is aware. The Company may disable your account and logins in its sole and absolute discretion without notice or explanation.

4.    The Company commitments 

4.1 Provision of services.
The Company agrees to make its best efforts to implement the Service in these Terms. The Company undertakes that the services will be available 7 days a week.
However, The Company reserves the right to totally or partially restrict access to the Service in order to carry out the maintenance of its computer settings and the facilities implemented for the supply of the services. The Company shall not be liable for damage of any nature that may result from a temporary unavailability of all or part of the Service.

4.2 Evolutions
The Company wishes to continuously optimize all its services.To this end, The Company may update the Nunki Service and to offer new services or functionalities.In general, The Company retains the right to take and implement any technical decision regarding the improvement of services.

4.3  Suspension
If the Client fails to comply with its obligations, The Company reserves the right to suspend the access to the Nunki Service automatically and without notice. The suspension of the access to the Nunki Service will enable The Company to verify the Client’s compliance with this Agreement. Access to the Service will be suspended for the time required to conduct the verifications.

4.4 Hosting
The Service is hosted by The Company or The Company’s provider on servers established in Belgium and in United States. Unless otherwise stated (article 4.5 Customization), the access on the Service does not include the delivery of any material or other services to the Client. The Company provides theService to the Client via remote access.

4.5 Customization
The Client may wish to customize the Nunki Service. It is advisable to formulate a request for personalization to the Company who will then establish specific conditions organizing the conditions for carrying out this service.

4.6 Security
The Company agrees to implement all of the technical means, in accordance with the state of the art, required to ensure the logical and physical security of the access and use to the Service, as well as to prevent any intrusion from unauthorized persons, whatever the nature or technique used.

5.    Price and invoicing

5.1 General Terms
By selecting a paid account you agree to pay the Company the monthly or annual subscription fees indicated. The fees of access and use to the Nunki Service, the conditions of their updates and the methods of invoicing and payment are defined throughout the commercial order.

5.2 Automatic Renewal
Unless you notify the Company before the end of the applicable subscription period that you want to cancel a paid account, your paid account subscription will automatically renew and you authorize us to collect the then-applicable annual or monthly subscription fee for such paid account (as well as any taxes) using any credit card or other payment mechanism we have on record for you. The prices may be re-evaluated at each renewal period of the contract. At the end of each subscription period, the Company will send the Client the new amount applicable for the coming period. Paid accounts can be canceled at any time by emailing legal@nunki.co.

5.3 Non-payment.
In the event of non-payment of an invoice or rejection of a monthly payment, the Company reserves the right to suspend access to the Nunki Service until regularization.

6.    Personal data

Each party undertakes to the other the compliance with its obligations under personal data protection laws and regulations in force, in particular with the General DataProtection Regulation 2016/679. The conditions for processing personal data set up by the Company as part of the Nunki Service are defined in the Privacy Policy and the Cookies Policy.TheClient undertakes to comply with the provisions on personal data as well as the privacy of the persons who send messages on social media or mentioned in these messages

7.    Commercial reference

Unless otherwise provided, each party may use the name or logo of the other party as a commercial reference in accordance with established business practices.

8.    Liability

8.1 Conditions
The Client acknowledges that he uses the Nunki Service at his own risk, the Service are provided on an “as is”. The Client is liable for the use of data and of the Nunki Service. These use of data and Nunki Service must comply with these Agreement and the terms and conditions of our partners. Nunki shall not be liable for any non-conforming use by the Client of data and Nunki Service. The Company is liable for providing the Nunki Service under the conditions provided for in this Agreement. Each party is bound to due care in performing all its obligations under the Agreement and can be held liable by the other party only if it is proved that it committed a fault.

8.2 Limitation or exclusion on Liability
To the maximum extent permitted by law, The Company is not liable for (i) in the event of a "force majeure" event as described in Clause ForceMajeure; or (ii) misuse of the Nunki Service or use not in accordance with this Agreement; (iii) in the event of damage or poor performance of the Nunki Service resulting from the Client equipment or third party equipment, or both; or caused by network connections. Indeed, the Company will not be held liable for any suspension or interruption of Nunki Service due to technical reasons, network congestion, and improper use of the services and failure of internet service provider.

8.3 Prejudice
The parties jointly agree they may be held liable only for the consequences of direct damage and that compensation for indirect damage shall be excluded. Indirect damage shall mean loss of data, time, profits, turnover, margins, orders, customers, operating loss, loss of revenue, business actions, as well as damage to brand image, loss of expected results and third party action.It is jointly agreed that the liability of The Company shall not exceed the amounts actually paid by the Client for the year in which the damage occurred. This clause shall survive and remain applicable in case this Agreement is annulled, rescinded or terminated.

9.    Termination

9.1 Termination upon default
The non-breaching party may terminate this Agreement in the event that the other party materially defaults in performing any obligation under this Agreement and such default continues and is not remedied for a period of five (5) days following written notice of default.

9.2 Termination upon insolvency
This Agreement will terminate, effective upon delivery of written notice by a party hereto, (a) upon the institution of judicial liquidation proceedings (b) cessation of activity or change of activity.

9.3 Termination for convenience
Notwithstanding anything to the contrary contained in this Agreement, either party may terminate this Agreement for convenience by providing the other party with at least thirty (30) days notice.

9.4 Effect of termination
Upon termination of this Agreement for any reason the Client access to the Nunki Service will end immediately and the account will be disabled.

10.    Changes

The Company may revise these Terms of use, the Privacy Policy or the Cookies Policy at anytime. You will be notified of the new version in force.

11    Force majeure

Under article 1218 Civil Code, in case of a force majeure event, the performance of this Agreement will at first be suspended. If a force majeure event lasts for more than two(2) months, this Agreement shall automatically be terminated, unless otherwise agreed by the parties. It is expressly agreed that force majeure events, acts of God or fortuitous events will be those usually accepted under the case law of French courts and tribunals.

12    Miscellaneous

12.1 Good faith & Sincerity
The parties agree to perform their obligations with utmost good faith.Each party thus represents that it does not know any elements which, had it been disclosed, would have modified the consent of the other party.The Client acknowledges having all the documentation necessary for the acceptance of these Terms of use.

12.2 Assignment of the Agreement
This Agreement may not be assigned by the Client, whether or not for consideration, without The Company’s prior written consent.The Company reserves the right to assign the Agreement to any third party of its choice.

12.3 No Waiver
The fact that one of the parties has not required the application of any provision of this Agreement, whether on a permanent or temporary basis, shall under no circumstances be considered as a waiver of this clause.

12.4 Headings
Headings are for convenience only and in the event a difficulty of interpretation arises out of a contradiction between any of the headings and the content of the clauses, headings shall be deemed to be non-existent.

12.5 Severability
Any provision of this Agreement which is found to be unlawful or unenforceable shall be deemed to be deleted from this Agreement and the remaining provisions of this Agreement shall remain in full force and effect.

13.    Governing law and Jurisdiction

The document is written in English. This Agreement and any dispute or claim arising out of or in connection with this agreement shall be governed by and construed in accordance with the laws ofFrance. EACH PARTY IRREVOCABLY AGREES THAT THE COMMERCIAL COURT (“TRIBUNAL DE COMMERCE”) OF PARIS SHALL HAVE EXCLUSIVE JURISDICTION TO SETTLE ANY DISPUTE OR CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND ITS SUBJECT MATTER OR FORMATION (INCLUDING NON-CONTRACTUAL DISPUTES OR CLAIMS). The parties undertake before bringing the matter before the courts to find an amicable solution to their dispute.