Terms and Conditions
1. Definitions
Under these Terms and Conditions, the terms below are defined as follows:
-Wisepops - Wisepops, a simplified joint stock company whose registered office is located at 87 Boulevard Suchet 75016 Paris, and registered with the Paris Trade and Companies Register under number 792 748 477.
-User - A natural or legal person who has agreed to the present Terms and Conditions - insofar as the natural person is registered as an individual entrepreneur - and is using the Services during the 14-day trial period.
-Subscriber - A natural or legal person who has agreed to the present Terms and Conditions - insofar as the natural person is registered as an individual entrepreneur - and has signed up for a paid subscription.
-Services - Digital content [particularly in the form of pop-ups (banner or window), WISP notifications (icon or drawer hidden or revealed at the Subscriber’s request), bars or embeds], which is distributed by Wisepops on the User/Subscriber’s website. Each of these digital content displays information such as text, images, sounds, videos, photographs, hypertext links and forms, defined by the User/Subscriber under its exclusive responsibility.
-Personal account - Online personal space containing the User/Subscriber’s personal data collected for the purpose of its registration as well as subscription details.
-Party(ies) - Independently or together, the User/Subscriber and/or Wisepops.
2. Purpose
The purpose of these Terms and Conditions is to define the reciprocal rights and obligations of the User/Subscriber and Wisepops in the context of the use of the website www.wisepops.com and the provision of the Services. As such, these Terms and Conditions refer both to the Terms of Use of the website and to the Terms of Service for the provision of the Services.
By using the website and/or signing up to a paid subscription, you expressly acknowledge that you have read and understood, and agreed to be bound by all these Terms and Conditions.
3. Account creation
In order to use the Services, the User/Subscriber must create an account on the website, by:
Entering a valid email address;
Activating the secured log-in link “Create account” received by email;
Following instructions to finalize the registration.
The User/Subscriber also has the option to log-in with its Google account.
4. Duration
Any subscription takes effect at the date of its payment and for an initial duration specified on the dedicated website page (https://wisepops.com/pricing/).
The subscription is monthly or annual, and tacitly renewable.
5. Financial conditions
5.1. User account
Wisepops offers any User a free 14-day trial period without the User having to provide its payment information. Following the 14-day trial period, the User must sign up for a paid subscription in order to continue using its Wisepops account.
As soon as a User signs up for a paid subscription, its User account is automatically turned into a Subscriber account.
5.2. Subscriber account
Unless otherwise provided between the Parties, the description of the Services and pricing details are specified on the dedicated website page (https://wisepops.com/pricing/).
The price is determined based on the number of pages of the User/Subscriber’s website that are visited per month (monthly pageviews), and not based on the number of views of and/or clicks on the pop-ups or notifications. Beyond that number of pageviews, the pop-ups or notifications are blocked until the following month, and the User/Subscriber is alerted by email and on its Personal account.
The pageview count begins on the first day of each month and ends on the last day of that month, it being specified that for the first month invoiced, the number of pageviews and the amount of the subscription shall be prorated based on the payment date.
The payment for the subscription is due even in case of non-exploitation of the pop-ups or notifications.
For each subscription, it is up to the Subscriber to integrate its subscription code into the source code of each of its website pages.
5.3. Payment
All prices are determined before taxes. The applicable VAT rate shall be that in effect on the subscription date.
All payments owed to Wisepops are to be made by electronic payment via a valid bank card. Each payment is the subject of an invoice provided to the Subscriber’s Personal account.
The absence of payment shall result in the deactivation of the Subscriber’s account.
6. Termination
6.1. Termination by the Subscriber
The monthly subscription may be terminated at any time. The annual subscription must be terminated two months before the anniversary date of its renewal, failing which the subscription is considered to be tacitly renewed.
Any payment for a subscription period already begun is due and no refund can be made.
6.2. Termination by Wisepops
In case of violation of these Terms and Conditions, Wisepops reserves the right to immediately suspend the Services or even permanently close, without notice and as of right, the User/Subscriber’s account.
7. Obligations of the Subscriber
7.1. Prerequisite
The User/Subscriber undertakes to use the website and the Services in good faith, in an exclusively professional purpose as a legal person or a natural person registered as an individual entrepreneur.
The User/Subscriber certifies that it possesses all the titles, certifications and other authorizations required in the jurisdiction of the State from which it uses the Services in order to carry out its activity.
The User/Subscriber undertakes to inform Wisepops immediately of the cessation of its professional activity and/or registration, whatever the cause.
Finally, the User/Subscriber undertakes not to use the Services with the aim of hindering their proper functioning.
7.2. Access to the Services
The User/Subscriber is solely responsible for the communication or disclosure of its log-in information, so that any connection to the User/Subscriber’s account is presumed to come from the latter.
The User/Subscriber undertakes to notify Wisepops as soon as possible of any breach of the confidentiality, integrity or availability of its log-in information, as well as any unauthorized use, at the following address: [email protected].
7.3. Content
The User/Subscriber is solely responsible for the definition of the content (to be displayed by the Services), and their publication on its website.
In the context of its use of the Services, the User/Subscriber undertakes not to publish or solicit the publication of content that is contrary to the laws or regulations, to ethics, or to public order and morality of the State in which the Services are used, or that calls into question the interests and reputation of Wisepops.
In particular, the following are prohibited:
Content that is abusive or defamatory, discriminatory, sexual, obscene or pornographic, or otherwise prohibited by law.
Content that constitutes a threat, harassment or incitement to hatred or violence, or content that is inappropriate or offensive.
Content of a political or religious nature.
Finally, the User/Subscriber undertakes not to distribute or solicit the distribution of illicit copies of elements protected by intellectual property law, image rights or the right to privacy.
8. Obligations of Wisepops
8.1. Technical access
In no event may Wisepops guarantee operation without interruption or error. In particular, momentary interruptions due to maintenance, updates, or technical improvements are likely to occur without Wisepops’s liability being able to be sought in this respect.
To the extent possible, Wisepops shall inform Users/Subscribers prior to a maintenance or update.
Similarly, in no event may Wisepops's liability be sought in case of: malfunction, impossibility of access, poor conditions for the use of the Services attributable to unsuitable equipment, disruptions attributable to the User/Subscriber’s host or service provider, congestion in the Internet network, and/or for any other reason outside of Wisepops’s control, particularly in case of force majeure.
Wisepops may not be held liable for graphical or typographical errors.
8.2. Access to User/Subscriber account
In no event may Wisepops be held liable for the abusive use, loss, or theft of User/Subscriber’s log-in information.
Similarly, in no event may Wisepops liability be sought in case of fraudulent access to the User/Subscriber’s account.
8.3. Content
Wisepops neither verifies nor checks content defined by the User/Subscriber prior to its publication on User/Subscriber’s website. As such, Wisepops’ intervention is limited to the distribution of the Services.
Consequently, in no event may Wisepops be held liable for content defined by the User/Subscriber (to be displayed by the Services), and their publication on its website.
9. Liability
9.1. User/Subscriber’s liability
The User/Subscriber is solely liable for the Services that it defines and publishes. As such, the User/Subscriber is regarded as the director of publication within the meaning of Law n°82-652 of 29 July 1982, and as content publisher within the meaning of Law n°2004-575 of 21 June 2004.
9.2. Wisepops’ liability
In no event may Wisepops be held liable for indirect damages of any kind, such as, but not limited to, financial, commercial or customer loss, business disruption, loss of anticipated profits or savings, loss of image or loss of data. This exclusion of liability for indirect damages also applies in the event of a third party action.
In no event shall Wisepops’ aggregate liability for direct damages arising out of a breach of any of its obligations under these Terms and Conditions exceed the total amount of sales (excluding tax) generated by the Service that is the subject of the dispute in the 6 months preceding the occurrence of the first incident giving rise to liability. In no event shall Wisepops’ liability for direct damages be sought beyond a period of 2 months following the occurrence of the first incident giving rise to liability. This limitation of liability for direct damages also applies in the event of a third party action.
10. Intellectual Property
10.1. Warranty against infringement of intellectual property rights
The User/Subscriber guarantees to Wisepops that it holds all rights, titles and authorizations on the intellectual property rights related to the content of the Services published on its website, and that it respects the image rights of third parties.
In this respect, the User/Subscriber guarantees Wisepops against any action by third parties concerning the infringement of intellectual property rights related to the Services, and to take full responsibility for any damages, indemnities and fees that Wisepops may be held to pay as a result.
10.2. Wisepops’ website, trademarks, trade names and logos
Wisepops is the owner of all intellectual property rights related to its website (including, without limitation, its structure, content, databases, graphics and images) as well those related to its trademarks, trade names and logos. Any use or exploitation (including for purposes of reproduction or representation) in whole or in part of these elements is strictly forbidden.
In particular, it is completely forbidden to make a qualitatively or quantitatively substantial extract of the databases placed online on the website.
10.3. User/Subscriber’s trademarks, trade names and logos
The User/Subscriber expressly grants Wisepops the right to use its trademarks, trade names and logos for client reference.
11. Personal Data
11.1. Wisepops as a data controller
As a data controller, Wisepops is collecting and processing Users/Subscribers’ personal data in accordance with Wisepops’ Privacy Policy.
11.2. Wisepops as a data processor
As a data processor, Wisepops engages in data processing under Users/Subscribers’ instructions, in accordance with Wisepops’ data processing agreement (DPA).
12. General
12.1. No waiver
The failure of either Party to enforce any rights or to take action against the other Party in the event of any breach hereunder shall not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of prior or future breaches.
12.2. Modifications
Wisepops may modify these Terms and Conditions.
Where applicable, substantial modifications shall be notified to the User/Subscriber by email within a reasonable period of time prior to their entry into force.
By continuing to use the Services after the changes have come into effect, the User/Subscriber will be deemed to have accepted them.
Any change in contact information of either Party must be duly notified to the other Party. Failing that, any such changes will be deemed unenforceable.
12.3. Good faith
Throughout the duration of these Terms and Conditions, the Parties undertake to act in good faith with regard to their mutual rights and obligations. In this regard, each Party undertakes to inform the other without delay of any difficulty it may encounter in the performance of these Terms and Conditions.
12.4. Severability
Should any provision of these Terms and Conditions be declared null and void or inapplicable by a judicial or administrative authority of any State, such provision shall be ineffective only in such State and only to the extent that it raises a difficulty, the other provisions retaining their full force and scope.
If necessary, the Parties will seek in good faith an equivalent provision.
12.5. Assignment
Wisepops retains the right to assign these Terms and Conditions to any third party of its choice at any time. Where applicable, the assignment shall be made enforceable to the User/Subscriber upon the notification made to it by the third party assignee.
13. Dispute settlement
13.1. Applicable law
These Terms and Conditions are governed by French law.
13.2. Jurisdiction
In the event that a dispute arises out of the validity, interpretation or performance of these Terms and Conditions, the more diligent Party shall send the other a registered letter with acknowledgement of receipt, in order to seek an amicable settlement.
In the absence of an amicable settlement within 90 days from the date of the first presentation of the registered letter with acknowledgement of receipt referred to in this Article, the dispute will be brought before the courts of the Paris Court of Appeal (France), which shall have exclusive jurisdiction.
14. Contact
Wisepops SAS
87 Boulevard Suchet 75016 Paris
R.C.S. (Trade and Companies Register) Paris N°792 748 477