Terms of use Iconosquare contest tool

PREAMBLE

Iconosquare is pleased to give you access to the Iconosquare website, iconosquare.com, (hereafter known as the Site) and to give to any entity (company, organization, association) (hereafter known as the Client) a right to use Iconosquare contest tool (hereafter known as the Contest Tool) in order to enable them to create and to organize a photo contest (hereafter known as the Photo Contest).

These Terms of Use Iconosquare Contest Tool (hereafter known as the Terms of Use Iconosquare Contest Tool) are between Tripnity, a French limited company with capital of 15,000 euro, whose registered head office is located at 24, street Louis Blanc, (75010) Paris registered with the Paris company and commercial register under number 480 850 346 (hereafter known as Iconosquare) and its Clients which gives an order to use the Contest Tool.

1. PURPOSE

The purpose of these Terms of Use Iconosquare Contest Tool is to define the terms and conditions under which Iconosquare shall transfer a right to use the Contest Tool to Clients in order to enable them to create and to organize a Photo Contest.

Those Terms of Use Iconosquare Contest Tool defines Iconosquare’s obligations to its Clients and Client’s obligations to Iconosquare.

2. ACCEPTANCE OF TERMS OF USE

The Client acknowledges having read and understood those Terms of Use Iconosquare Contest Tool and the Terms of Use Iconosquare Site (hereafter known as the Terms of Use Iconosquare Site).

Those Terms of Use Iconosquare Contest Tool shall be considered part of the Terms of Use Iconosquare Site which together governs the use of the Contest Tool and constitute the entirety agreement between the Client and Iconosquare in respect to the use of the Contest Tool.

By using the Contest Tool or by organizing a Photo Contest, Client expressly agrees to be bound by the Terms of Use Iconosquare Site and by the Terms of Use Iconosquare Contest Tool, in their entirety and without exception.

Iconosquare may revise and update the Terms of Use Iconosquare Site and/or the Terms of Use Iconosquare Contest Tool at any time without giving Clients any prior notice. Such modifications shall be effective immediately upon posting of the modification on the Site.

The actual Terms of Use Iconosquare Site and the actual Terms of Use Iconosquare Contest Tool will always be published on the Site.

Client’s continued use of the Contest Tool after Iconosquare publishes the new version of the Terms of Use Iconosquare Site and/or Terms of Use Iconosquare Contest Tool on the Site acknowledges its acceptance to such new version.

Therefore, it is important that Client regularly read the Terms of Use Iconosquare Site and the Terms of Use Iconosquare Contest Tool to ensure that Client is aware of any modifications that might have been made to the Terms of Use Iconosquare Site and/or to the Terms of Use Iconosquare Contest Tool.

3. AUTHORITY

By using the Contest Tool, Client warrants and guarantees Iconosquare that: (i) Client is an entity (company, organization or association), and (ii) Client’s use of the Contest Tool does not contravene any laws or regulations in force.

4. TECHNICAL CONFIGURATION

Client acknowledges having the technical resources and abilities required for access to the Site and to use the Contest Tool.

5. ORDER

5.1 Account creation

Before ordering, Client has to create an account (hereafter known as the Client’s Account) on the Site. The creation of the Client’s Account includes a username and a password (hereafter known as the Login Details) to access the Client’s platform (hereafter known as the Client’s Platform).

Client is fully liable for keeping the Login Details secret. Client agrees not to use the Account or the Login Details of another client at any time, nor to disclose his Login Details to a third party.

Client is solely liable for any use of his Account by himself or by any third party. Iconosquare cannot be held liable for any misuse or fraudulent use of Client’s Login Details.

Any instructions received by Iconosquare which include Client’s Login Details shall be presumed to have been submitted by the Client.

To create a Client’s Account, Client shall indicate its time zone (GMT) and its e-mail address.

5.2 Photo Contest creation

To create a Photo Contest, Client shall (i) complete the entry form with the following information: entity’s name, contest name, contact information (email address, Client’s address, European Union VAT number if applicable), prizes, winner selection criteria, number of winners, start date, end date, geographical area of the Photo Contest, the hashtag of the Photo Contest if demanded, (ii) download and transfer to Iconosquare the specific Photo Contest Rules which applies to the Photo Contest.

When create a Photo Contest, Clients warrants and guarantees Iconosquare that information provided is accurate, honest, complete and current.

Client shall inform Iconosquare immediately in case if some or all of this information changed or are not valid any longer. Client shall notify Iconosquare in written, by letter, fax or email of any modification.

6. ABOUT THE PHOTO CONTEST

6.1 The Photo Contest Rules

For each Photo Contest, Client shall create a specific Photo Contest Rules.

Client shall transfer the Photo Contest Rules to Iconosquare when he creates a Photo Contest. Client shall file the Photo Contest Rules with the office of a French bailiff.

Client procures and guarantees Iconosquare that the Photo Contest Rules are available online, for free, via a hyperlink, and can be read by each Participant, online, at any time, and before the start date of each Photo Contest. However, Client shall reimburse any costs or expenses exposed by any Participant in order to obtain a copy of the Photo Contest Rules upon request of such Participant.

Client shall allow each user or participant to a Photo Contest (hereafter known as the Participant) to obtain, at any moment, a copy of a Contest Photo Rules free of charge.

Client shall be solely liable for the compliance of Photo Contest Rules with applicable law, in particular with French Law, and warrants Iconosquare that Photo Contest Rules does not violate any law or regulation in effect.

To the extent there is an inconsistency or conflict between a term in the main body of these Terms of Use Iconosquare Contest Tool, Terms of Use Iconosquare Site or Photo Contest Rules, the following order of precedence shall apply:

  • first, Terms of Use Iconosquare Site;
  • secondly, the Terms of Use Iconosquare Contest Tool; and
  • thirdly, the Photo Contest Rules.

6.2 About the organizer of the Photo Contest

It is expressly agreed that Client is the organizer of the Photo Contest and assumes all liabilities regarding his Photo Contest.

Iconosquare is merely the owner of the Contest Tool which enables Client to create and to organize a Photo Contest.

6.3 Photo specification

Client decides the specifications of the photos for each Photo Contest.

Client reserves the right to reject uploaded photos and shall be solely liable for the contents of uploaded photos.

Iconosquare cannot be held liable for the rejection photo decided by the Client.

6.4 Theme

The theme of each Photo Contest is decided by the Client.

6.5 Winner selection criteria

Winner’s selection criteria shall be indicated by the Client in each Photo Contest Rules.

Client procures and guarantees Iconosquare that all winners are chosen on the basis of the merits of their photos, and never on a random basis.

In case of ex aequo (equal votes), the winner will be the Participant who first submitted or downloaded his photo.

6.6 Voting

Photo Contest winners are chosen by visitors of the Site or/and by jury. Winner’s voting criteria shall be indicated by the Client in the Photo Contest Rules.

6.7 Prizes

Photo Contest winners receive money or some other prize. The prize shall be indicated by the Client in the Photo Contest Rules. Photo Contest Rules shall contain an inventory of prizes/lots, indicating for each of them, their nature, their number and their commercial value.

Client may organize a Photo Contest without any prizes/lots. In this case, Photo Contest Rules shall expressly provide that the Photo Contest winner shall not receive any prizes/lots.

7. FINANCIAL CONDITIONS

7.1 Price

In consideration of the right to use the Contest Tool, the Client shall pay to Iconosquare the price (hereafter known as the "Price") indicated on the Site for each Photo Contest. The detailed amounts of the Price of the right to use the Contest Tool are available on the Site.

All Prices are in the currency indicated on the Site and are expressed without VAT. VAT, if applicable, is charged at the end of the registration process where the total amount of the order is indicated.

Prices indicated are fix prices and are not negotiable.

Iconosquare reserves the right to modify prices at any moment.

Client agrees that all invoices for using the Contest Tool are transmitted to the Client by email to the address provided by the Client in the contact information. Therefore, the email provided by the Client in the contact information shall be available seven (7) days a week. Client can ask Iconosquare to send a printed invoice. This invoice will be charged of a reasonable amount for stamp and administrational work.

If a Statigram invoice remains unpaid five (5)working days before the end date of the Photo Contest, the Photo Contest will be suspended until complete payment of the Price by the Client.

7.2 Payment conditions

When giving an order, the Client shall pay immediately the amount of the Price online either by credit card over the Paypal or by bank transfer.

If Client decides to use bank transfer, Client shall pay the amount of the Price on the bank account indicated by Iconosquare on the invoice send to Client by email.

If Paypal does not accept any credit card payment, Iconosquare will not execute any order and will not create any Contest Tool.

For Paypal payments please check also the Paypal General Terms and Conditions on the page www.paypal.com. By paying via Paypal, Client expressly agrees to be bound by the Paypal General Terms and Conditions.

In case of expenses invoiced to Iconosquare by Iconosquare’s bank for payment default attributable to the Client, all of these expenses will be invoiced to the Client.

8. ICONOSQUARE’S OBLIGATIONS

Iconosquare shall provide Client with a public URL which allows Client to see all photos of all Participants in a specific Photo Contest.

Iconosquare shall provide Client, for each Photo Contest, with a statistics dashboard which Client shall access by clicking on “details”.

Iconosquare shall provide Client with a full Participant listing in CSV which enables Client to see all Participants in a Photo Contest.

Iconosquare shall provide Client with a tool in order to publish winners in the Client’s contest page.

9. CLIENT’S OBLIGATIONS

Client shall provide all necessary, correct and complete information to Iconosquare. Under no circumstances Iconosquare shall be liable for information submitted by the Client and any loss or damage that may arise from this information. Client shall indemnify Iconosquare for any costs or expenses arising from any damage or loss coming directly or indirectly from wrong, incomplete or erroneous information provided by Client or a third party who has access to its account.

Client shall provide Iconosquare with all necessary documents to create and to organize a Photo Contest, in particular with a Photo Contest Rules. If those documents are not valid, or not available when requested by the Site at the creation of a Photo Contest, Iconosquare cannot create a Photo Contest. Iconosquare cannot be made liable from any loss or damage arising from this failure.

Client shall take all necessary steps to ensure that documents provided to Iconosquare for the creation of a Photo Contest, and in particular the Photo Contest Rules, does not violate any law or regulation currently enforceable in France or elsewhere in the world where the Photo Contest is accessible to Participants. If this is not the case, Client will be solely liable for any breach of such rules or laws.

Clients are themselves liable for the content of the Photo Contest. Client shall verify and assure that the content, in particular, each photo uploaded or published on the Contest Tool is legal. If Iconosquare sees that there are illegal or illicit contents, Iconosquare reserves the right, as its sole discretion, to withdraw any illegal or illicit content, suspend or cancel the Photo Contest, suspend or interrupt Client’s access to all or part of the Site, at any time and for any reason, with or without prior notice or explanation, and without incurring any liability in this respect. In this case the Price paid by the Client is lost and will not be refunded.

Iconosquare cannot be held liable for any damage or loss of photos, documents or any other information that are stocked on a Contest Tool. Clients are solely liable for backups of these documents.

Client procures and guarantees Iconosquare that any Participant in any Photo Contest organized by Client expressly agrees to be bound by Iconosquare Terms of Use.

Client shall reimburse any costs or expenses exposed by any Participant in connection with his participation in any contest upon request of such Participant.

Client shall not send emails including viruses, trojan horses or other similar contents. Client will be entirely liable for any damage or loss due to these contents.

10. RELATIONSHIP BETWEEN THE PARTIES

These Terms of Use Iconosquare Contest Tool may under no circumstances be interpreted as creating any sort of agreement to act as an authorized agent on behalf of either party.

Iconosquare and the Client may under no circumstances be held jointly and severally liable as to any obligation or right provided herein.

11. MODERATION

Client may order to Iconosquare a moderation platform. In this case, Iconosquare shall provide Client with a moderation URL secured by an http access.

Client may also order to Iconosquare a full moderation service. In this case, Iconosquare is the moderator (hereinafter known as the “Moderator”) and is submitted to the following obligations.

  • The Moderator shall review each photo and shall decide, in its sole discretion, of whether to accept or to reject the photo in the Photo Contest, without prior notice or explanation to Participant or to the Client, and without incurring any liability in this respect.
  • The Moderator may reject any photos which do not meet Iconosquare requirements expressed in these Terms of Use Iconosquare Contest Tool or may reject photos for any other reason deemed valid to the Moderator. The Moderator may accept to the Photo Contest any photo that the Moderator deems acceptable. The Moderator's decision to accept or reject a photo will be final.
  • Photos that are accepted by the Moderator will be shown in the contest gallery.
  • If a photo is rejected by the Moderator, it will not be shown in the contest gallery and will not be accepted in the Photo Contest.
  • In no event shall Moderator be held liable for its decision to reject a photo from the Photo Contest downloaded by the Participant.
  • Client shall indemnify and hold Moderator harmless from any claim by any Participant or any third party based, in whole or in part, on Moderator’s decision to reject or to accept any photo downloaded by the Participant.

12. RELEASES

Client hereby represents and warrants (i) that each photo uploaded and published on the Photo Contest is an original work created solely by the Participant who downloaded this photo, (ii) that no photo published on the Photo Contest does infringe any third party’s intellectual property rights, copyrights, trademarks, moral rights, rights of privacy/publicity or personal rights, and (iii) that no other person or entity has any right, title, claim or interest in this photo.

If any photo contains any material or elements that are not owned by the Participant and/or which are subject to the rights of third parties, and/or if any persons appear in the photo, Client shall verify, prior to the publication of this photo on the Photo Contest, that the Participant obtained all releases and consents necessary to permit the publication and the use of the photo in the manner set forth in these Terms of Use Iconosquare Contest Tool without additional compensation. If any person appearing in any photo is under the age of majority in their country/territory/state of residence the signature of a parent or legal guardian is required on each release.

Client hereby represents and warrants that each Participant authorizes Iconosquare to distribute and to display the photo downloaded on the Photo Contest in any social networks such as Facebook and Twitter in order to promote the Photo Contest.

Client hereby represents and warrants that each Participant authorizes Iconosquare to use and to publish the following information on the winners - their name, postcode, city and country, and earnings, in any media, without limitation and without giving them compensation, right or any benefit other than the allocation of their prizes.

Client shall, at its own expense, obtain from any third party (including, but not limited to, any Participant) any consent necessary to any of the foregoing. Client shall indemnify and hold Iconosquare harmless from any claim by any third party (including, but not limited to, any governmental authority or court of jurisdiction) based, in whole or in part, on any breach, by Client, of any of the foregoing.

13. ICONOSQUARE’S LIMITED LIABILITY WITH RESPECT TO THE SITE AND TO THE CONTEST TOOL

Iconosquare will make every effort to keep the Site and the Contest Tool operational.

Due to the technical uncertainties of the Internet and the policies of technical contractors, Iconosquare reserves the right to temporarily suspend the use of the Site and/or the Contest Tool and/or any Photo Contest for technical reasons or maintenance. Such suspension of services does not confer any right to compensation to the Client. Iconosquare shall use its best efforts to limit these interruptions.

Client agrees not to hold Iconosquare liable for any of the consequences of such suspension or interruption.

14. RETRACTION PERIOD

The Client expressly recognizes that the performance of Iconosquare Photo Contest shall begin immediately upon payment.

The Client may not exercise any right of retraction.

15. GOOD USER CONDUCT

Client guarantees Iconosquare that any photo or content posted by him on or through the Site / the Photo Contest infringes any Participants rights, any third party rights and any applicable law and regulations in force.

Client agrees not to use the Site or the Contest Tool to:

  • organize a Photo Contest under conditions contrary to any applicable laws and regulations and these Terms of Use Iconosquare Contest Tool ;
  • using the Contest Tool or the Site unlawfully or under conditions which could damage, deactivate, overload or alter the Site ;
  • publish on the Site or on the Photo Contest or allow Participants to publish on the Photo Contest any content or any photo (i) that do not meet the conditions set forth in the Terms of Use Iconosquare Contest Tool; (ii) that do not comply with the Site politics; (iii) that is pornographic, racist, anti-Semitic, discriminatory, paedophiliac, racial, vulgar, obscene, fraudulent, illegal, injurious, defamatory, (iv) that encourages violence or criminal acts, (v) that infringes third party rights or violate local, domestic or international laws or regulations, (vi) shows dead animals or people, blood or blood imitation, or similar contents, (vii) or which is in any other way reprehensible as determined in the sole and absolute discretion of Iconosquare. In this case, Iconosquare reserves the right, as its sole discretion, to withdraw any uploaded photos or content, suspend or cancel the Photo Contest, suspend or interrupt Client’s access to all or part of the Site, at any time and for any reason, with or without prior notice or explanation, and without incurring any liability in this respect.
  • download, publish, transmit, share or make available photos which are not exclusively private photos originally created by the Participants ;
  • publish any personal data on a Participant or third party such as addresses, telephone numbers, e-mail addresses or bank card numbers ;
  • publish information that could cause or create a risk of breaching the confidentiality of any person or entity or harm to any person or entity ;
  • make or encourage unlawful or unauthorised copies of Participants or third party photos protected by copyright ;
  • carrying out commercial and/or sales activities without the prior written consent of Iconosquare.

16. REIMBURSEMENT OF INTERNET CONNECTION

According to provisions of section L. 121-36 of the French Consumer Code, access to the Site and participation to a Photo Contest are to remain entirely free to Participants.

Therefore, Client shall reimburse any costs or expenses exposed by any Participant in connection with his participation in any contest upon request of such Participant.

17. LICENSE AND OWNERSHIP

Any and all intellectual property rights associated with the Contest Tool are the sole property of Iconosquare. The Contest Tool is protected by copyright and other laws in both France and other countries.

Clients shall procure that any Participant in any Photo Contest organized by them is the owner of any and all intellectual property rights pertaining to any photo uploaded by such Participant during a Photo Contest.

Iconosquare grants the Client a limited, personal, nontransferable, revocable license to use the Contest Tool.

18. TERMINATION

Client agrees that Iconosquare, in its sole discretion, may terminate or suspend Client’s use of the Contest Tool, at any time and for any or no reason, without any prior notice from Iconosquare. 

Upon such suspension or termination, Client shall immediately discontinue use the Contest Tool.

Further, Client agrees that Iconosquare shall not be liable to Client or any Participant or third party for any termination or suspension of Client’s access to the Contest Tool.

19. FORCE MAJEUR

The obligations provided in these Terms of Use Iconosquare Contest Tool will be suspended in case of force majeure. Iconosquare may not be held liable for any lateness or failure to execute a Photo Contest ordered by the Client.

If the force majeure event lasts for more than forty (40) days, each party may terminate these Terms of Use Iconosquare Contest Tool with immediate effect, without compensation.

20. INDEMNIFICATION

Client agrees to defend, indemnify and hold Iconosquare's and its affiliates' directors, employees and agents, as well as any Participant in any Photo Contest organized by the Client, harmless from any and all claims, liabilities, costs and expenses, including attorneys' fees, arising in any way from Client’s use of the Contest Tool or Client’s breach or violation of the law or of these Terms of Use Iconosquare Contest Tool, including, but not limited to, any violation by any contest created by the Client using the Contest Tool (or any Participant in such Photo Contest) of any applicable law or regulation or third party rights, including, but not limited to, intellectual property rights.

21.LIMITATION OF LIABILITY

Iconosquare's maximum amount of liability to the Client and/or any Participant and/or any third party under these Terms of Use Iconosquare Contest Tool is limited, whether in tort, negligence or on any other grounds, to the Price paid by the Client to Iconosquare for the Photo Contest, within a limit of 500 euro.

In no event shall Iconosquare be held liable for any damage caused to Client directly or indirectly, or to any Participant or third party through Client’s action or the action of Client’s employees.

Iconosquare makes no representations about the results to be obtained from using the Contest Tool. Under no circumstances may Iconosquare or its directors, officers, employees or representatives be held liable for any indirect incidental or consequential damage, including but not limited to any loss of profits, loss of data or loss of business opportunities resulting from the use of the Site, the use of the Contest Tool, any Contest Tool content or other elements accessible from or downloaded from the Site, even if Iconosquare was aware of, or had been informed of the possibility of the occurrence of such damage.

22. SEVERABILITY

If one of the stipulations of these Terms of Use Iconosquare Contest Tool is void, non-enforceable or becomes null and void, this shall not affect the other stipulations, which shall remain in full force and effect.

23. DISPUTES

These Terms of Use Iconosquare Contest Tool shall be governed by, and construed in accordance with, French Law.

Any dispute arising from, or in connection with, these Terms of Use Iconosquare Contest Tool, shall be submitted to the exclusive jurisdiction of the French courts in Paris, France.

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