PREAMBLE

The present Terms and Conditions are intended to govern all relations between Iconosquare and any natural or legal person using the website accessible at www.iconosquare.com.

Iconosquare offers i) to any user the right to use some services free of charge and ii) to the users acting as professionals, the possibility to subscribe to the premium version or other services upon payment of a price.

The premium version contains different packages offered by Iconosquare on the site or custom made services to answer the professional clients ‘specific needs.

ARTICLE 1. LEGAL TERMS

The website accessible at www.iconosquare.com is owned and operated by Tripnity, a simplified joint stock company incorporated under French law with a capital of 150,000 euros, whose registered office is at 90, route du Palais 87000 Limoges France, registered under number 480 850 346 with the Registry of Commerce and Companies of Limoges, which VAT number is FR30480850346, email address of contact is contact@iconosquare.com and telephone number is +33555100416 (hereinafter "Iconosquare").

The director of the publication's website is M. Jérome Boudot.

The hosting service is performed by Proceau, a company with a capital of 100 000 euros, whose head office is located at 24 boulevard des Frères Voisins, 92130 Issy Les moulineaux, registered with the Register of Commerce and Companies of Paris under number 490224813 whose telephone numbers are +33178767802.

ARTICLE 2. DEFINITIONS

In the present Terms and Conditions, the terms hereinafter specified have the following meanings:

“Account”: means the personal account created by the Users on the Site allowing them to have access to Services offered by Iconosquare;

“Content”: means all texts, images, photographs, illustrations, videos and comments on the Site;

“Contest Rules”: means the specific terms and conditions which apply to the Photo or Video Contest organized by the Professional Client;

“Contest Tool”: means the tool enabling the Professional Client to create and organize a Photo or Video Contest;

“Free Trial”: means the possibility for the Professional Clients to try for 14 days certain Services offered by Iconosquare in the Premium Version;

“Free Version”: means the possibility for all Users to use certain Services offered by Iconosquare on the Site free of charge;

“Login Details”: means the User’s username and password necessary to create and have access to his/her Account;

“Packages”: means the set of Services offered by Iconosquare on the Site to the Professional Clients upon payment of a monthly or an annually fee;

“Participant”: means individual that wishes to participate to a Photo or Video Contest;

“Photo or Video Contest”: means the feature offered by Iconosquare on the Site to the Professional Clients who wish to create and organize a photo or a video contest;

“Premium Version”: means the different standard Packages or custom made Services offered by Iconosquare to the Professional Clients upon payment of a price;

“Professional Client”: means any natural or legal person acting as a professional;

“Services”: means all services described in the Annex “Description of the Services” offered by Iconosquare to the Users either free of charge or upon payment of a price;

“Site”: means the website accessible at www.iconosquare.com owned and operated by Tripnity;

“User(s)”: means any natural or legal person visiting the Site and using Services offered by Iconosquare.

ARTICLE 3. CONTENT

The present Terms and Conditions contain the Terms of Use, the Terms of Services and the Annex “Description of the Services” (the “Terms”).

The Terms of Use define the conditions governing the granting by Iconosquare of the right for the Users to use the Site.

The Terms of Services define the conditions governing the granting by Iconosquare of the right for the Users to use the Services described in the Annex “Description of the Services”.

These Terms define the mutual obligations of the User and of Iconosquare.

ARTICLE 4. ACCEPTANCE OF THE TERMS

The use of the Site requires that the User accepts, in advance and without reservation, the present Terms.

The fact that the User checks the box provided for this purpose when he creates an Account confirms his acceptance of the Terms.

If the User refuses to accept these Terms, he shall not use the Site.

These Terms come into force on the date of their publication online and shall be binding upon first use of the Site by the User and until new conditions supersede them.

Iconosquare recommends the User to print and / or download the Terms to keep a copy.

Iconosquare can modify and update the Terms at any time. The modified and updated Terms enter into force thirty (30) days after Iconosquare brought to the knowledge of the Users the Terms modified through a display of the change on the Site and so that Users may, if appropriate, terminate their Account.

The continuing use of the Services after the entry into force of the amended Terms on the Site constitute acceptance by the User of the new version of the Terms.

Iconosquare shall inform the Users about any changes of the Terms via an information banner on the Site in order to ensure that the Users are fully aware of any changes that may be made to them.

ARTICLE 5. TERMS OF USE

5.1 - Account creation

a. General rules

Before using the Services, the User shall create an Account. To create her/his Account, the User needs to enter his/her Login Details.

The Login Details are strictly personal and confidential. The User is fully liable for keeping his Login Details confidential. The User undertakes not to use the Account or the Login Details of another User, nor to disclose his Login Details to a third party.

The User is solely liable for any use of his/her Account by himself or by any third party. Iconosquare cannot be held liable for any misuse or fraudulent use of the User’s Login Details unless it is directly or indirectly involved in this use.

In order to ensure the security of the Site and to prevent all fraudulent intrusion of unauthorized persons, passwords must consist of at least 8 characters (including numbers, special characters, etc.). The User is invited to change the password on a regular basis.

After accessing her/his User’s Account, the User must log out by clicking the button “Log out” so that no unauthorized person can access it. Iconosquare invites the User to be careful, especially when he signs in from a public computer (libraries, universities, etc.).

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

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

The Users who are already registered are only required to enter their email address and password.

The entering of this information by the User is deemed as a proof of his/her connection to the Site.

b. Creation of an Account to access the Free Version

The Account is available to any User after providing its Instagram Login details or its identity, email address, time zone (GMT) and password. The password must contain between 8 and 16 characters, and include at least one letter and a number.

Once the User has created her/his Account he can sign in directly by clicking the button “Sign in with Instagram” and entering her/his Login Details.

c. Creation of an Account to access the Free trial or the Premium Version

The Professional Client who wants to access the Free trial or the Premium Version needs to create an Account.

The Account is available to any Professional Client after providing their identity, email address, time zone (GMT), password, currency, the type of subscription they choose (yearly/monthly), their credit card number, billing address and VAT number (if necessary).

Once the Professional Client has created her/his Account he can sign in directly by clicking the button “Pro sign in” and entering his Login Details.

d. Instagram username(s)

• Addition of an Instagram username: when the User creates its User’s Account, it needs to add at least one Instagram’s username via Instagram connect.
• Multi accounts:
  • The Professional Clients who subscribe to the Premium Version are allowed to create multi-accounts. It means that each User can use three Instagram usernames. If they want to use more than three Instagram usernames, they will need to contact Iconosquare directly by email or phone;
  • The Professional Clients who have access to a Free Trial or the Professional Clients who are not subscribing to the Premium Version are able to add more than one Instagram username after Iconosquare prior approval.
• Suppression of an Instagram username: the User is able to remove an Instagram username from his User’s Account by clicking the button “Discard”. Then the User will be informed by Iconosquare that if he confirms the suppression of an Instagram username all of his data relating to this username will be deleted. If the User decides to confirm the suppression, the Instagram username will be deleted as well as all the elements related to it.

5.2 - User Content

The Users are allowed to share, to transmit, to make available photos or videos and to provide comments on the Site.

The User may be allowed to upload photos or videos in order to participate in a Photo or Video Contest.

FOR ALL INFORMATION AND CONTENT, INCLUDING GRAPHICS, SOUND, TEXT, OR OTHER PROVIDED BY A USER ON THE SITE, THE USER ACKNOWLEDGES THAT ICONOSQUARE WORKS AS A TECHNICAL MEAN BY MAKING AVAILABLE TO THE USERS A TOOL FOR PUBLICATION OF PHOTOS OR VIDEOS. ACCORDINGLY, EXCEPT WHERE ICONOSQUARE WAS DULY ADVISED OF THE EXISTENCE OF AN ILLEGAL CONTENT ICONOSQUARE (I) DO NOT ENDORSE ANY CONTENT, (II) DO NOT VERIFY THE IDENTITY OF PEOPLE USING THE SITE, (III) AND DO NOT SCREEN, MONITOR, EDIT OR REVIEW ANY CONTENT AT ANY TIME.

Except when Iconosquare was duly informed of the existence of illegal content within the meaning of the law, and did not act promptly to remove it, Iconosquare can not be held responsible for any content, photos, videos or actions (or lack of action) of other Users.

The User may remove his Content from the Site at any time.

5.3 - Intellectual Property

Iconosquare holds all intellectual property rights related to the Services it offers, including the Contest tool enabling the Professional Client to create and organize a Photo or Video Contest, the Site, and the documentation.

Iconosquare grants no license or authorization to any User to exploit the documents made available to him/her on the Site and protected by copyright or any other intellectual property right.

Furthermore, none of the documents may be copied, reproduced, distributed, republished, downloaded, displayed, disseminated or transmitted in any form whatsoever or by any means whatsoever, including, without limitation, electronic or mechanical means, photocopying or recording, without the prior written authorization of Iconosquare or of the holder of the rights.

a. License to use

The Site and the Photo or Video Contest have functions that enable the User to publish Contents on the Site for public presentation or for participating in a Photo or Video Contest. Iconosquare does not claim copyright over elements of these Contents.

The User grants to Iconosquare a non-exclusive, free and worldwide license to use, reproduce, represent, distribute, adapt, translate, sub-license, all or part of the Content on any format and in any known digital media or unknown to this day.

The license exists as long as the User elects to continue to include such Content on the Site and will terminate at the time he removes or Iconosquare removes such Content from the Site.

By using the Services, the User warrants to Iconosquare that (i) he holds the intellectual property rights of its Content on the Site that (ii) it is consistent with applicable law, that (iii) none of the Content infringe the intellectual property rights of third parties or the privacy of identifiable person in the photo or video, and that (iv) it is not subject of any action for infringement or otherwise.

The User agrees to indemnify Iconosquare against any third party action claiming ownership of intellectual property, unfair competition, and breach of privacy of any Content, without limiting the generality of the foregoing or any other provision hereof.

b. Violation of Intellectual property rights

If the User has reason to believe that their copyrights have been violated, he must notify Iconosquare as soon as he has knowledge of it.

Any correspondence shall be sent to Iconosquare at the following address: Tripnity Iconosquare, 90 route du Palais, 87000 Limoges.

In any case, the User must provide all the following information to Iconosquare:

• The precise localization of the Content with the URL
• Personal information and email address of the User
• A sworn statement where the User warrants that the use is not authorized by the owner, his legal representant or the law
• A proof of the illegality of the Content
• Any information relevant that could help Iconosquare to determine the violation of intellectual property

Once it has been made aware of a manifestly unlawful Content, Iconosquare will have to remove the illegal Content or make it impossible to access and notify the publishing party that the Content has been blocked or deleted.

5.4 - Good User Conduct

The User agrees not to use the Site or the Services to:

• organize a Photo or Video Contest under conditions contrary to any applicable laws and regulations, the Terms or the Contest Rules;
• collect email addresses or information of other Users by any means, electronic or otherwise, in order to contact by email or any other means those Users without their prior consent;
• use the Contest Tool or the Site unlawfully or under conditions which could damage, disable, overload or alter the Site ;
• publish on the Site or allow Participants to publish on the Photo or Video Contest any Content that is pornographic, racist, anti-Semitic, discriminatory, pedophiliac, racial, obscene, fraudulent, illegal, injurious, defamatory, that encourages violence or criminal acts, that infringes third party rights or violate local, domestic or international laws or regulations;
• display Contents which are not exclusively private contents originally created by Users;
• usurp another person or business entity and hide his identity, age or affiliation with a person or entity;
• publish any personal data on a Participant or third party such as addresses, telephone numbers, e-mail addresses or bank card numbers ;
• post content or material that contains software viruses or computer code, files or programs designed to prevent, destroy or limit the functionality of computer software or hardware or telecommunications;
• send emails containing viruses, trojan horses or other similar programs;
• 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 unauthorized copies of Users or third party Contents protected by copyright ;
• carry out commercial and/or sales activities without the prior written consent of Iconosquare.

ARTICLE 6. TERMS OF SERVICES

6.1 - Description of the Services

Iconosquare offers to the Users the possibility to use features and tools to better:

• manage their Instagram activity;
• measure every important aspect of their Instagram activity;
• use features and tools to better engage their community such as the Photo or Video Contest.

The Annex “Description of the Services” describes more precisely the kind of Services offered by Iconosquare.

6.2 - Use of the Free Version of the Site

Iconosquare offers to the Users the possibility to use certain Services free of charge such as:

• Using the following features through the Site:
  • Advanced web viewer>
  • Search engine
  • Followers/Followings identification
  • Snapshots
• Using features and tools to measure follower’s growth and most engaging media.
• Etc.

The Users who are not subscribing to the Premium Version have a limited access to Iconosquare’s Services. For instance, they are not able to create and organize Photo or Video Contest.

6.3 - Subscription to Iconosquare Plus

Iconosquare offers to the Users the possibility to subscribe to Iconosquare Plus.

Iconosquare Plus allows the Users to have access to more Services than the Free Version.

According to their choices, the Users can decide either to subscribe to an annual or a monthly Iconosquare Plus plan.

There is only one Iconosquare Plus package available. This Packages give the possibility for the Users to use the Services offered by Iconosquare upon payment of a monthly fee.

The features offered by Iconosquare to the Users subscribing to Iconosquare Plus are:

• An automatic daily refresh of their Instagram analytics: the Users’ statistics are automatically updated everyday whether he/she logs in Iconosquare or not.
• An ad-free interface: all advertisements will be removed from the User’s interface when he/she is logged in with the account he/she has subscribed to Iconosquare Plus with

6.4 - Subscription to Iconosquare ELITE

Iconosquare offers to the Users the possibility to subscribe to Iconosquare ELITE.

Iconosquare ELITE allows the Users to have access to more Services than the Free Version or PLUS Version.

According to their choices, the Users can decide either to subscribe to an annual or a monthly Iconosquare ELITE plan.

There is only one Iconosquare ELITE package available. This Package give the possibility for the Users to use the Services offered by Iconosquare upon payment of a monthly fee.

The features offered by Iconosquare to the Users subscribing to Iconosquare ELITE are:

• An automatic daily refresh of their Instagram analytics: the Users’ statistics are automatically updated everyday whether he/she logs in Iconosquare or not.
• An ad-free interface: all advertisements will be removed from the User’s interface when he/she is logged in with the account he/she has subscribed to Iconosquare Elite with
• A rolling month export features: this XLS export is available for download on Iconosquare anytime and includes Instagram account data over the last 30 days.
• A monthly export: this XLS export is made available on the first day of each month directly on Iconosquare. This export includes all the data from a full calendar month. (e.g from September 1st until September 30th)
• A rolling hashtag export: this XLS export is available for download on Iconosquare anytime and includes analytics over the last 30 days for the hashtag that has been specified by the customer.
• A monthly hashtag export: this XLS export is made available on the first day of each month directly on Iconosquare. This export includes all the hashtag analytics from a full calendar month. (e.g from September 1st until September 30th)

Important notice:

• There is no free trial available
• There is no history available for accounts and hashtag tracking
• No hashtag export will be provided as long as the customer has not clearly specified or confirmed his/her hashtag on Iconosquare

6.5 - Subscription to the Premium Version of the Site

Iconosquare offers to the Professional Clients only the possibility to subscribe to its Premium Version.

This Premium Version allows the Professional Clients to have access to more Services than the Free Version.

According to their needs, the Professional Clients can decide either to subscribe to different standard Packages offered by Iconosquare or to ask for custom made Services.

Before subscribing to the Premium Version, Iconosquare offers one Free Trial for the Professional Clients who want to try certain Services of the Premium Version.

a. Free trial

Before starting the Free Trial, the Professional Client has to fill out a form.

On objective criteria basis, Iconosquare will determine if the Professional Client can start or not the Free Trial.

Then, the Professional Client has to choose which Package offered by Iconosquare he wants to try.

During a period of 14 days, the Professional Client is able to use the features offered by the Package he selected except the Contest Tool.

For instance, the Professional Client will be able to manage his Instagram activity and analyze his Instagram performance and benchmark against his competitors.

The Professional Client agrees and accepts to receive emails and calls from Iconosquare during the Free Trial in order to assist him in using the Services. Iconosquare may contact the Professional Client if it notices that, few days after having requested his Free Trial, the Client did not start to use Services yet.

At the end of the Free Trial, if the Professional Client chooses not to subscribe to the Premium Version, he will be redirected to the Free Version of the Site and won’t be able to use Premium Version’s features anymore.

Iconosquare undertakes to save for 3 months all the data registered by the Professional Client during the Free Trial. Therefore, the Professional Client will be able to use again his data if he, finally, decided to subscribe to the Premium Version within 3 months. After the term of this period, the Professional Client will not be able to use his data anymore.

b. Packages

The Professional Clients can choose between the different Packages described in the Site. These Packages give the possibility for the Professional Client to use the Services offered by Iconosquare upon payment of a monthly fee.

The prices and features offered by Iconosquare to the Professional Client depend on the Package chosen by him.

c. Custom Made Services

Iconosquare provides custom made Services to the Professional Clients who need specific Services.

According to the request of the Professional Client, Iconosquare can offer him either i) the payment of a monthly or yearly fee or ii) the payment of a fixed price in line with its needs.

The Professional Client who is looking for Custom Made Services has to contact Iconosquare by email, phone or by live chat.

6.6 - Photo or Video Contest

a. The Photo or Video Contest Rules

For each Photo or Video Contest, the Professional Client shall create a specific Photo or Video Contest Rules.

The Professional Client shall transfer the Photo or Video Contest Rules to Iconosquare when he creates a Photo or Video Contest specifically applicable for the Photo or Video Contest. The Professional Client shall file the Photo or Video Contest Rules with the office of a French bailiff.

Failure to provide the information previously requested and the Photo or Video Contest Rules, Iconosquare will not be able to create a Photo or Video Contest.

The Professional Client procures and guarantees Iconosquare that the Photo or Video Contest Rules are available online, for free, via a hyperlink, and can be read by each individual that wishes to participate to the Photo or Video Contest, online, at any time, and before the start date of each Photo or Video Contest.

However, the Professional Client shall reimburse any costs or expenses exposed by any Participant in order to obtain a copy of the Photo or Video Contest Rules upon request of such Participant.

The Professional Client shall allow each user or Participant to a Photo or Video Contest to obtain, at any moment, a copy of Contest Rules free of charge.

The Participant expressly agrees to read such rules, comply with them and only participate in such contests under and pursuant to the terms thereof.

The Contest Rules must reproduce the following statement: “The settlement is sent, free of charge, to any person who requests it”. It states, moreover, the address to which the application can be sent and the name of the officer to whom the Contest Rules of the Photo or Video Contest were filed.

b. Iconosquare’s obligations as regards the Photo or Video Contest

Iconosquare shall provide the Professional Client for each Photo or Video Contest:

• a public URL that allows the Professional Client to see all the photos or videos of all Participants;
• a statistical dashboard which the Professional Client can access by clicking on the button “details”;
• a complete list of Participants in CSV format which allows the Professional Client to see all Participants;
• a tool to publish the winners in the Photo or Video Contest page.

c. Responsibility of the organizer of the Photo or Video Contest

The Professional Client shall be solely liable for the compliance of Photo or Video Contest Rules with applicable law, in particular with French Law.

He will select only the Participants who state to hold intellectual property rights to the photos or videos they use for the Photo or Video Contest.

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

The Professional Client guarantees Iconosquare that any Participant to a Photo or Video Contest organized by him expressly agrees to be bound by the Terms.

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

Iconosquare is simply the owner of the tool that allows the Professional Client to create and organize a Photo or Video Contest.

d. Reimbursement of internet connection

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

Therefore, the Professional Client shall procure that any costs or expenses incurred by any Participant in order to participate in a Photo or Video Contest shall be fully reimbursed at such Participant at first request.

The Professional Client has collected and obtained the agreement of the Participants to transmit to Iconosquare the winners’ name, zip code, city, country, price, for information and communication purposes lead by Iconosquare related to Photo or Video Contest including on the Site without providing compensation, rights or benefits other than price allocation.

6.7 - Services ordering

The Professional Client who wishes to purchase Services will take the following steps:

1. Select on the Site the Service it wishes to order (the “Order”);
2. Check and adjust if necessary, when viewing the summary and detail of the Order, the total price and the information required to pay the Order;
3. Confirm the Order, subject to prior acceptance of these Terms;
4. The validation of the Order will be effective upon payment.

The Professional Client will receive an acknowledgment of receipt of the Order containing all the elements of the contract by email.

ARTICLE 7. Financial Conditions

To benefit from the Premium Version, additional features or other paid Services offered by Iconosquare on the Site, the Professional Client must pay the price indicated on the Site at the time of subscription of this Service. The grid of the prices is available at any time on the Site enabling the Professional Client to read it before ordering.

According to the Professional Client’s request, he will either pay a monthly fee, a yearly fee or a fixed price.

a. Price

Prices will be mentioned in Euro or Dollars including VAT when applicable. The applicable prices of the different Services are those set out on the Site during the validation of the Order.

The price of the custom made services is defined by Iconosquare in line with the specific needs described by the Professional Client. Iconosquare may change prices and services as provided in the present Terms.

The Professional Client agrees that all invoices for the Services are transmitted to her/him by email to the address provided by the Professional Client in the contact information. The Professional Client can ask Iconosquare to send a printed invoice.

In the event that an invoice arising is not paid in full within a period of thirty (30) days from the due date, then the outstanding amounts shall carry interest at the interest rate for each month (or partial month) which has elapsed following such due date until such amounts are paid in full.

The interest rate will be calculated on the basis of three (3) times the legal interest rate.

b. Payment conditions

To receive the Services, the Professional Client must pay in full the amount stated on the day of placing the Order through the following payment method:

• Credit Card
• PayPal
• Bank Transfer

Except in cases of force majeure, all payments to Iconosquare, under the Services are not refundable.

Each month started cannot be refunded to the Professional Client wishing to terminate his subscription.

In the absence of confirmation of payment, the Service cannot be provided by Iconosquare.