The present ToS detail the terms of use by the Client of the Automation Service provided by Fillbit, in order to automate Websites and Data online.
The ToS are concluded between Fillbit and the Client.
The ToS are completed by the Privacy Policy.
1. Definitions
In the ToS and any related contractual document, the terms whose first letter is in capital will be defined as follows, in singular or plural:
“Account”: the account of the Client on the Service, accessible via its login and password, which includes its personal information and use of the Service.
“Anomaly”: any anomaly regarding the performance of the Service.
“Fillbit”: Fillbit, a company registered at the Paris Trade Registry, under number 823936257, whose offices are 7 villa de Guelma, Paris, France, represented by Aurelien Aubert.
“Client”: Fillbit’s client.
“Data”: texts/images/videos/localization (non-exclusive list) extracted and compiled in a Database
“Database”: databases created by the Client while using the Service.
“Order”: any order of an access to the Service by the Client, from Fillbit.
“Party”: Fillbit and/or the Client, taken individually and/or collectively.
“Personal Data”: personal data as defined by laws and regulations, collected by Fillbit when the Client uses the Website and the Service, or during any Order.
“Privacy Policy”: the privacy policy of Fillbit, which details how Personal Data is managed by Fillbit.
“Automation”: process of information (Data) automation on any website.
“Service”: the SaaS provided by Fillbit on the Website.
“ToS” or “Terms and Conditions”: the present document.
“Website”: the website fillbit.io and its components (code, visual elements, databases, documents, etc) edited by Fillbit, as well as any other means to load the website (such as a mobile application).
2. Acceptation and modification of the ToS
2.1. Scope of the ToS
The ToS govern the use of the Service by the Client.
Fillbit reserves the right to change the ToS at any moment, by notifying it in writing to the Client.
The Client must accept the modified ToS in order to continue using the Service after the current subscription period.
If the Client does not accept the modified ToS, they will have to stop using the Service at the end of the subscription service.
The ToS which apply to the Service are the last which have been accepted by the Client.
The ToS are applicable for the entire duration of use of the Service by the Client, from their acceptance date.
2.2. Acceptation of the ToS
Registration to the Service by the Client implies that the Client has read and accepted the ToS.
This acceptation will be expressed by ticking the appropriate box while registering on the Service or during the Order.
2.3. Legal Capacity
Registration and use of the Service are limited to legally incorporated companies, who have a company number.
Legal information of the company must be provided by the Client upon registration to the Service.
The person who accepts the ToS must be the legal representative of the Client or any other person with the power to make binding agreements on behalf of the company.
If Fillbit is informed that the Client does not comply with the above terms, Fillbit may end the Service and close the Account of the Client, without notice, without reimbursement and without being liable.
2.4. Compliance with legal obligations
The Client agrees to provide to Fillbit, in order for Fillbit to comply with its KYC (Know Your Client) obligation, and for anti-money laundering purposes, all legal documents which prove that they comply with applicable legislation and regulations, such as:
Company incorporation document.
Copy of the ID of the legal representative.
Any information which may be necessary for Fillbit to comply with its KYC obligations.
The Client will provide factual and up-to-date information to Fillbit. Any default would result in Fillbit ending access to the Service, without reimbursement, without notice, without being liable and make all efforts to get compensation for any prejudice.
In case of lack of provision of such information upon first request, the Client will not be able to use the Service.
2.5. Duration and end of Service
Access to the Service may be ordered by the Client as a monthly or yearly subscription, at the price listed on the Website.
Access to the Service will be renewed automatically at the end of the subscription, for the same price, or a modified price accepted by the Client, unless a Party has notified to the other Party that it wishes to end the Service, in writing or via the tool to this effect in the Service.
The Parties may end the Service and the ToS at any moment and without notice. Any period which has begun is however fully due by the Client.
The Client’s access to the Service, and its Account, will be deleted by Fillbit at the date of termination of the Service.
3. Service provided by Fillbit
3.1. Description of the Service
The Service is accessible through the Client Account.
The Service allows the Client to choose which Data the Automation Service should integrate in a Database, in full autonomy and without any control from Fillbit.
The Service allows the Client to automate Data collection, autonomously, either on the basis of preexisting workflows provided in the Service, or on the basis of rules to be implemented by the Client.
The Service allows the Client to:
Schedule workflows (configure frequency and schedules/recurrence, workflow creation with personalized configuration).
Request on API end points to download data as CSV or JSON, and to integrate it in their own architecture.
The Service automatically downloads the Data and creates the Database, which the Client might then download and extract for its own use.
The Databases provided are provided without obligation, what so ever, from Fillbit, as the Automation depends on the Data and information which are publicly available online and published by third parties; Collected data may also be collected on third party databases that the Client is allowed to use via login and password.
Fillbit may develop specific workflows upon Client’s request, these workflows being submitted to a specific order by the Client.
The Client is responsible of choices made in the extraction of Data. The Client must ensure that extraction is legal and does not infringe on the right of third parties (especially regarding database owners and producers rights).
Fillbit will not be liable if the Client is banned or sanctioned by third-parties due to its use of the Service.
The Client will be fully responsible of the use of collected Data, of any kind.
The Client must also ensure that they are authorized to collect and use the Data by the competent third party, and that such collection complies with law and regulations. The Client warrants to Fillbit that they have been granted the authorization to collect and process such Data from such third party and will compensate Fillbit for any sum which Fillbit may have to pay to a third party on this basis.
The Client warrants Fillbit against any claim regarding the Databases, Data, or their use.
The tool provided by Fillbit is only a neutral technological tool, which is used by the Client for their own need.
The Service is provided to the Client as an online service, via internet.
The Client must have access to a phone line and internet and must ensure that their hardware is functional and fit the requirement of the Service.
The Client bears the entire cost of equipment (hardware, phone line, internet, etc) in order to have the prerequisites of the Service. Fillbit only provides the Service and not the equipment which is necessary for its requirements, which is accepted by the Client.
Access is provided without service level agreement. Fillbit will make its best efforts for the Service to be accessible.
Collected Data are governed by the “Property of Databases” Article and the Privacy Policy.
If the Client creates its own workflows in the Service, these services may be used by Fillbit, in compliance with Article “Usage rights of Fillbit”.
3.2. Exclusions
The Service is only a computer tool which allows the Client to execute a technical function, under its own control.
Fillbit does not provide any maintenance in the Service, and any update of the Service is offered in a discretionary manner.
The Service provided by Fillbit does not include any of the Client’s service and the use of Databases created while using the Service.
The Client is solely responsible for these elements and Fillbit, as a computer services provider, will not be liable in any manner on this basis.
Fillbit will make its best efforts to correct any Anomaly in the Service, as soon as practicable, without any obligation.
Fillbit is expressly allowed to use any subcontractor of its choice to develop, support and maintain the Service.
4. Customer service
Fillbit’s customer service is available at: [email protected]
5. Obligations of the Parties
5.1. Obligations of Fillbit
Fillbit will make its best efforts for the Service to function in compliance with its specifications, without any performance obligation.
Fillbit will implement and maintain all technical and physical means, in compliance with the state of the art, to preserve and warrant the safety and integrity of communications.
Fillbit does not have any obligation regarding:
Performance obligation while providing the Service.
Lack of bugs or anomalies in the Service, or permanent availability of the Service.
Frequency of maintenance or update of the Service.
Service quality.
Service level agreement and availability of the Service.
Duration of support and continuity of the Service.
Fillbit will provide its best efforts in order for the Service to function in a secured manner, as an obligation of means. Fillbit does not warrant absolute safety of the Service.
Fillbit may notably freely modify, adapt and/or delete functions from the Service, depending on development needs.
Fillbit may suspend, modify or remove the Service and suspend support at any moment, without notification or notice, without being held liable.
The Service will then end at the end of subscription commitment of the Client, without any renewal being possible.
5.2. Obligations of the Client
The Client agrees to pay all sums due to Fillbit.
The Client agrees to the use the Service in compliance with the ToS.
The Client agrees to collect and process, via le Service, only Data which they are allowed to collect and process. If they are not, the Client warrants Fillbit against any claim by a third party due to such collection and processing of Data.
6. Account
6.1. General terms
The Client has an Account to use the Service.
Any Client may only create one Account.
The Account allows the Client to access and use the Service for its internal needs, on a personal, non-transferable and non-exclusive manner.
Sharing Accounts is not allowed.
6.2. Login and password
The Client will create an Account upon registration to the Service.
The Client may also use social network connection tools such as the ones provided by Google and GitHub.
The Client will create a login and password.
The Client must ensure that the password is strong and safe enough.
The Client must also provide all necessary information for the creation of the Account, such as legal information of their company, KYC information, as well as contact information. Not doing so would prevent the Client from using the Service.
Fillbit will not be liable in case of access to the account by a third party, via a brute force attack.
6.3. Use of the Account
The Client is responsible to ensure the safety and use of their Account login and password.
The Client must ensure that they are used in compliance with the ToS.
Fillbit will not be liable in case of unauthorized use of the Account by a third party and will not be liable in case of damage caused by such use.
If the Client notices that their account is compromised or used without authorization, or any other safety breach regarding their Account, they must inform Fillbit as soon as possible.
Fillbit will not be liable if the Client cannot access the Service.
Fillbit may however, at any moment, close the Account and suspend the Client’s access to the Service, without notification, in case of non-compliance with the ToS, and the Client will not be able to request any compensation. Fillbit cannot be held liable on this basis. However, Fillbit may hold the Client liable and request compensation on this basis, if the Client has not complied with the ToS. All sums due to Fillbit by the Client will remain due.
6.4. Security
The Client will not engage in the following behavior, without this list being limitative:
Act in a manner which may compromise performance of the Service.
Copy the Service, in any manner, by any mean and in any shape.
Try to access to a third party Account.
Try to access the servers (outside of normal use of the Service) or computers on Fillbit’s network.
Try to download viruses, trojans or any other invasive or illegal program on Fillbit’s servers.
Extract data or computer code from the Service without prior written authorization from Fillbit, in order to, notably, adapt, modify, translate, transcribe, arrange, compile, decompile, assemble, disassemble, transcode, all or part of the Service.
Collect and process Data, through the Service, which may compromise the integrity of the Service.
Collect and process Data, through the Service, which may infringe on third party rights or applicable law.
Use the Service in an illegal manner, or in breach of the ToS or any applicable law.
6.5. Links to third party websites
The Service may include links to third party websites, as well as articles, pictures, texts, visuals, images, conception element, music, sound files, video sequences, information, application, software and other content or element which may belong third parties or emanate from them.
Therefore:
Uploading links to third party websites or content is not submitted to Fillbit’s control.
Fillbit does not warrant that third-party websites or contents are exact, pertinent or exhaustive.
Fillbit is not responsible for the content, the exactitude, the offensive character, the opinions, the reliability, the privacy practices and other practices of third-party websites or their content.
Client access to third party website or use of third-party content is at their own risks.
Fillbit will not be held liable for any damage, direct or indirect, which may be caused by third party websites.
6.6. Data of the Account
The Client will provide factual and up to date information on their Account, such data being used in the Service.
Any change of the legal information of the company must be provided to Fillbit.
In compliance with Article “Personal Data” and the Privacy Policy, the Client may also request the deletion of their Account. The Personal Data of the Client will be deleted by Fillbit, unless they are necessary for Fillbit to comply with its legal and regulatory obligations.
7. Fillbit Warranty
Fillbit warrants that the technical function provided by the Service is compliant with French laws and regulations.
The Client is however solely responsible of their use of the Service.
Fillbit warrants that the Service is compliant with its commercial documentation. However, limited change in the Service does not constitute non-compliance. The Client is informed that the Service is always evolving. Fillbit may indicate that some functions of the Service, which fit the Client’s needs, are still in development, which is accepted by the Client.
8. Financial terms
8.1. Price
Access to the Service is subject to the payment of a monthly or annual sum by the Client, for the coming period. Payment of the subscription fee is due at the beginning of the period.
This sum is indicated pre-tax, and VAT may be applied at the billing date.
At the end of the subscription period, access to the Service will be renewed in the same terms, unless one Party has rejected the renewal, prior to the date of end of subscription.
Fillbit is free to change its prices at any moment, but the modified price will only apply to the next subscription period and not the current one. If prices are modified, access to the Service will not be automatically renewed and the new price must be accepted by the Client prior to renewal.
Payment are made net and without discount.
8.2. Payment provider
Payments are processed by Fillbit’s payment provider.
The payment provider is: Stripe Payments Europe, Ltd.
Fillbit’s payment provider is contractually bound to comply with laws and regulations which apply to its services.
The terms of service of the payment providers are accessible at the following address: https://stripe.com/fr/ssa
8.3. Delay or lack of payment
Any delay or lack of payment of any sum which is due to Fillbit by the Client is considered a contractual breach from the Client and constitutes a fault which justified the immediate termination of the Service.
Any unpaid sums at their due date will bear an interest rate of three times the legal interest rate in force at the due date, as well as an unpaid debt recovery flat fee of forty (40) euros per bill, from the day following the due date of the bill and until complete payment. Interest must be paid upon receipt of the notification from Fillbit.
Billing interest and administrative recovery fees do not prevent Fillbit, at its discretion, from pursuing judicial remedy in order to be obtain compensation.
In case of delay or lack of payment of any due sum, Fillbit may interrupt provision of the Service, and, if necessary, terminate the Service due to the Client’s breach of contract. Any delay or lack of payment exonerates Fillbit and its payment provider of any liability, what so ever, towards any third party.
8.4. Archives
Fillbit will archive any past transactions and bill on a safe and durable method, which is a faithful copy. Computer registers will be considered proof of communications, payments and transactions between the Parties.
9. Intellectual Property
9.1. Property of the Service
The Service, as well as any part of the Website, which includes texts, images, videos, domain names, trademarks, drawings, designs, patents, software, computer code, databases, are the property of Fillbit. These elements are protected in the entire world.
The ToS do not grant any intellectual property rights to the Client, which is not allowed to copy, represent, adapt, exploit or extract any of these elements, partially or total, without the prior written agreement from Fillbit.
No other use of the Service is allowed.
Any partial or total copy of these elements may constitute infringement. Fillbit reserves the right to exert any claim which may be necessary to protect its rights and obtain compensation for any damages.
9.2. Property of Databases
The intellectual property rights on the Database, as well as related documentation, are transferred to the Client, provided the Client fully pays, to Fillbit all sums due to access the Service.
These intellectual property rights are transferred, subject to the rights of third parties on the Data integrated into the Databases, on the basis of the Client’s instructions. No right will be transferred if a third party has rights on Databases or included Data, and, in that case, the Client warrants that they have the rights to integrate the Data in the Database, and to use them.
Property of the Databases and all related intellectual property rights (such as sui generis right of the database producer) will be transferred to the Client, in all forms and on all supports, including those which are not foreseeable or planned at the date of transfer.
Fillbit transfers the following rights to the Client:
Sui generis right of the database producer.
Rights to commercially and non-commercial use and exploit the Databases in all forms, including those which are not foreseeable or planned at the date of signing the present document,
Rights to copy the Databases, on a permanent or temporary basis, by all means and on all supports, known or unknown at the date of signing of the present document.
Rights to represent the Databases, by all process, known or unknown at the date of signing of the present document.
Right to adapt the Databases in all manner, fully or in part:
Modification, localization, porting, integration, personalization, connection, translation, evolution.
Adjunction, deletion, rewriting in another language, etc.
Right to incorporate the Databases, fully or in part, to any pre-existing work or future work.
Right to extract Data from the Database.
Right to license and transfer the Databases to a third party, without limitation.
Intellectual property rights listed in this Article may be used by the Client or any third party of their choice (including, without limitation, by licensing and transferring them), for internal and commercial use, with the exclusion of any commercialization of the Databases as provided.
This intellectual property rights transfer covers France and the entire world, for the duration of legal protection of Databases for the benefit of the authors, their heirs or beneficiaries, or representative, in compliance with French and foreign laws, as well as international intellectual property treaties (including copyright), which are or will be in force, and include any extension of the duration of such rights.
9.3. Usage right of Fillbit
Fillbit will remain sole owner on the use right of “worfklows” which have been created by Fillbit in the Service, including on the basis of the Client’s instructions, fully or in part, in order for Fillbit to be able to reuse them for other projects. No right is transferred to the Client on these workflows, which is accepted by the Client.
If the Client creates “workflows” in the Service, the Client will allow Fillbit to evaluate them and reuse them for its own needs and commercial activity, under the terms of this Article.
This right to use includes:
Rights to commercially and non-commercial use and exploit the workflows in all forms, including those which are not foreseeable or planned at the date of signing of the present document,
Rights to copy the workflows, on a permanent or temporary basis, by all means and on all supports, known or unknown at the date of signing of the present document.
Rights to represent the workflows, by all process, known or unknown at the date of signing of the present document.
Right to adapt the workflows in all manner, fully or in part:
Modification, localization, porting, integration, personalization, connection, translation, evolution.
Adjunction, deletion, rewriting in another language, etc.
Right to incorporate the workflows, fully or in part, to any pre-existing work or future work.
Right to license and transfer the workflows to a third party, without limitation.
This right of use is accepted by the Client, for Fillbit’s internal and commercial needs, in France and the entire world, for the duration of legal protection of the workflows for the benefit of the authors, their heirs or beneficiaries, or representative, in compliance with French and foreign laws, as well as international intellectual property treaties (including copyright), which are or will be in force, and include any extension of the duration of such rights.
9.4. Client Warranty
If a third party brings forward a claim against Fillbit due to the use of the Service, the Data or the Databases by the Client, the Client will warrant Fillbit and will support all defense costs, as well as of amicable or judicial procedure (lawyer feed and procedural fees) as well as any damages and costs that Fillbit may be forced to pay to such third party, on this basis. Fillbit will remain free to conduct its own defense and to choose its counsels.
10. Personal Data
In order to provide the Service, Fillbit must collect Personal Data, in a manner which is compliant with applicable laws and regulations.
The Client is fully informed that Personal Data which are directly or indirectly provided to Fillbit will be automatically processed.
Such Personal Data may be those of the Client, in order to provide the Service, or those of third parties collected during Automation, on the basis of the Client’s instructions.
If the Client requests Fillbit to collect or process the Personal Data of a third party, or if Fillbit collects and processes Personal Data upon the Client’s instructions, the Client warrants to Fillbit that they have the data subject’s prior written authorization to do so, and will act as data controller, Fillbit being data processor. If Fillbit is held liable on this basis, the Client will warrant Fillbit.
11. Confidentiality
Information exchanged by the Parties over the performance of the Service is confidential.
The present Article applies to cases of voluntarily disclosure as well as negligence, or involuntary disclosure, of any sort.
The Parties agree that the following information are confidential (hereinafter the “Confidential Information”), irrespective of their form or support:
Any information, analysis, study or other documents of any form, relating to the existence and content of the discussions between the Parties, regarding the Service;
Any Personal Data;
Any transaction processed in the Service;
Methodology, products, tools, software, hardware, industrial models and Data of the Parties, as well as any update, change, or addition to these;
Other information identified as confidential by the Parties.
The Parties agree to only use a Confidential Information, directly or indirectly, entirely or partially, for any reason, only for the needs for which the Confidential Information is provided.
Fillbit may divulge Confidential Information to its subcontractors, if it is necessary to provide the Service (which include notably the payment processor, the accountant, etc).
Parties may however have to disclose Confidential Information if a statute or an institution (court, administration) comply them to.
This obligation does not apply to the Parties if:
One of the Party can prove that such Confidential Information result from its own activity or its activity for a third party acting in good faith;
Confidential Information was in the public domain at the date of transmission;
Confidential information is accessible to the public due to publication or any other communication mean, unless said accessibility is due to a fault or negligence from the receiving Party.
The receiving Party can prove that the Confidential Information was provided or may be provided by a third party without breach of confidentiality.
The Parties agree, upon termination of the Contract and in compliance with the express written instructions of the other Party, to delete all Confidential Information in their possession, unless they have to keep them for legal and regulatory compliance.
The confidentiality obligation will survive three (3) from the termination date of the Contract.
12. Responsibility
The liability of FillbitA is strictly limited to the provision of a technical Service, and to its acceptable operation in compliance with the ToS.
Fillbit will not provide any other service to the Client.
Fillbit will not be liable for the provision of the Service, its availability, its support, Anomalies in the Service, and the use of the Service by the Client. No express or implicit warranty is provided for the quality of the Service, and the adequacy of the Service to the needs of the Client.
Fillbit will not be liable for Automation executed by the Client, the latter being responsible for the targets of the Automation, the collected and processed Data, as the use made of the created Databases.
Fillbit will not be liable if the Client executes Automation on a third-party website and if that causes damages to a third party. The Client will be solely responsible.
The Client is informed that any use of the Service is under their own liability.
In any case, Fillbit may only be liable for direct damages. Indirect damages are expressly excluded.
The limitation of liability includes all type of indirect damages, including, without limitation, operating loss, loss of revenue, loss of orders, loss of earnings, loss of data or other information, loss of customers, loss of expected savings, damages to the image or reputation, loss of opportunity.
Fillbit will not be liable for damages caused by malicious software, viruses or by any inexactitude or omission of information, unless said damages arise from a deliberate act or grave negligence from Fillbit.
In any case, and if the previously listed limitation of liability do not apply, the liability of Fillbit for damages caused to the Client, is strictly limited to the sum paid by the Client to Fillbit in the subscription period during which the damage has occurred.
13. General terms
13.1. Law compliance
Fillbit will provide the Service in compliance with French law.
The Client must keep informed of local and national laws to ensure they can use the Service.
The Client is solely responsible to ensure that the Automation, the collected Data and the use of the created Databases are compliance with applicable laws and regulations and the right of third parties.
13.2. Entire Agreement
The ToS prevail over any term which may potentially be applicable to the relationship between Fillbit and the Client. The ToS cancel and replace any prior agreement between the Parties regarding the present object and are the entire agreement between the Parties regarding the object of the ToS.
13.3. Exclusivity
No exclusivity is agreed upon by the Parties in these ToS. The Parties remain free to contract with any third party of their choice.
13.4. Survival
The termination of the ToS, for any reason, shall not terminate the terms which by their nature or content extend beyond the termination or expiration of the ToS.
13.5. Severability
If one or several terms of the ToS is not valid or declared as such due to a law, regulation or following a court decision, the term will be considered void and the other terms will remain fully in force.
13.6. Non-waiver
If Fillbit does not use its right to act against the Client in case of breach of the terms of the ToS, it shall not be interpreted for the future as a waiver of the obligation at issue and does not grant any right to the Client.
Delay or lack of use of a right by Fillbit does not mean that Fillbit renounces to its right.
13.7. Independence
No Party may enter into a binding agreement for the other Party. Each of the Parties remain solely responsible for its actions, allegations, obligations, service, products and employees.
13.8. Proof
The Parties agree that all electronic communications, such as email, will have full value of proof.
The Client acknowledges the value of proof of the automated recording systems of Fillbit, and, especially those included in the Service, and, unless the Client provide contrary proof, the Client renounces their right to contest them in case of dispute.
13.9. Force majeure
In the performance of the ToS, Fillbit will not be held liable if the Service cannot be provided, due to a force majeure event.
Force majeure is defined by law and legal rulings as any event unpredictable, irresistible and independent from the Parties.
In case of a force majeure event, Fillbit will make its efforts to ensure the Service functions.
If the event continues, Fillbit may terminate the Service, without notice and without being held liable.
13.10. Address
The Parties elect domicile at the head office of their company. Fillbit’s head office is listed in the ToS and the Client’s head office is indicated by the Client during registration and updated in case of change.