Terms & Conditions
General Terms and Conditions of Membership
Trace One Executive Club
Version, February 2018
Preamble: Scope Trace One Executive Club, and the applicable terms
The following General Terms and Conditions of Membership apply to the subscription to the Trace One Executive Club (“TO Exec Club”), which is an exclusive club of engaged experts who collectively are the voice of the Private Label industry.
TO Exec Club give access to exclusive content, via the dedicated website (hereinafter “The Site”), – white paper research, articles etc – and networking events across the following countries: France, Spain, Germany, UK and the US (the “Services”).
It is a legal document so some of the language is necessarily “legalese”, but we have tried to make it as readable as possible. These terms are so important that we cannot provide our Services to YOU unless YOU agree to them.
BY ACCEPTING THESE GENERAL TERMS AND CONDITIONS OF MEMBERSHIP (HEREINAFTER REFERRED TO AS “GTC”) BY CLICKING THE BOX INDICATING YOUR ACCEPTANCE, YOU (“YOU”) HEREBY ACCEPT THE AGREEMENT (HEREINAFTER “THE AGREEMENT”).
In order to help YOU to understand the Agreement, please find below the table of the Agreement:
1. DEFINITIONS. This is where we provide the detail on what the key defined terms in the Agreement mean. You can think of this kind of like a contractual dictionary.
2. MEMBERSHIP TERMS. Here’s where you can find the basics about how our subscription to the TO Exec Club is working. For example, you can find information on access and acceptable use of the Site.
3. GENERAL LEGAL TERMS. As we mention above, this is a contract, and contracts are filled with legal terms. In this section, we’ve collected the main legal provision that governed the Agreement. For example, the law and jurisdiction applicable to the Agreement.
Article 1: Definitions
“Agreement” means these GTC, and any amendment in accordance with the terms of the GTC.
“Business Day” means Monday to Friday, excluding public holidays in France.
“Connection Data” means your logins and passwords.
“Content”, “Data” means any information received by YOU in the context of the using of the Services.
“Confidential Information” means all information provided by YOU or Trace One ("Discloser") to the other (“Receiver”), whether orally or in writing within the scope of this Agreement. Confidential Information refers to all information or data of any nature and in particular of a technical, commercial or financial nature including, without limitation, products, software, methods, ideas or inventions, names of expert, employees and/or consultants, know-how, processes, client portfolio or any other strategic information, regardless of its format, nature or medium, which YOU may receive in the context of the Agreement during the term of the Agreement. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser or (ii) was known to the Receiver before receipt from the Discloser, is disclosed with the written consent of the Discloser.
“Law” means any international, foreign, federal, state, or local Law, statute, code, ordinance, rule or regulation, order, directive, common Law or other requirement of a governmental authority.
“Party” means YOU or Trace One individually.
“Parties” means YOU and Trace One collectively.
“Trace One” means the Trace One SAS - 47 rue de Monceau- 75008 Paris - France.
“YOU”, “Authorized User” means the identified legal entity and/or individual person which/who accepts the Agreement and benefits from the Services under the Agreement.
Article 2: Membership Terms
- Access and use of the Services.
During the term of the Agreement, YOU shall have the limited, non-exclusive and non-transferable right to access to the Site and use the Services.
YOU will strictly comply with all terms and conditions of the Agreement, any use of the Services which is not expressly authorized by Trace One is prohibited.
- Security, Content.
YOU shall authenticate yourself to connect to the Site through your personal Connection Data. It is your responsibility to take all necessary steps to control or to prohibit unauthorized access and use. Any connection to the Site made via these means of identification and security shall be deemed to have been made by YOU, YOU can nevertheless provide the evidence of a fraud by a third party. Trace One shall not be held responsible in the event of wrongful or fraudulent use of these methods.
Use of login Id by more than one person - A single login shared by multiple users are not allowed.
YOU are responsible for all the Content and all Data that YOU use regarding the Services. YOU shall comply with all applicable Laws during performance of your obligations, and other activities, pursuant to the Agreement.
- Hosting and Availability.
The Services is hosting by Trace One and/or its sub-contractors.
Trace One shall endeavour to make the Site available 24 hours a day, 7 days a week, except for planned down-time for maintenance. Trace One will use commercially reasonable efforts to inform YOU of any interruption which is predicted by placing a notice on the welcome page on the Site prior to such interruption.
As part of the Services, YOU agree that Trace One may use subcontractors or its subsidiaries to provide a portion of the Services.
Among those subcontractors, some may process personal data. YOU could find the list of the said subcontractors by the following link: Subcontractors. YOU authorize Trace One to use new subcontractors, subject to being informed by Trace One via the update of the list mentioned above and to be able to object to any new subcontractors.
Trace One will ensure that the said subcontractors will only process your personal data following Trace One’s instructions, will respect all their obligations under personal data protection regulations, and provide sufficient safeguards to ensure an adequate level of security, in particular to protect your personal data and more generally your Data against accidental or unlawful destruction, accidental loss, unauthorized diffusion or access. Subcontractors may only manage your Data as part of the Services.
- Confidential Information; Use of Content; References.
Each Party agrees that Confidential Information disclosed to it shall be used by it solely relating to the Services.
Each Party shall take commercially reasonable precautions to safeguard the confidentiality and the security of the other Party's Confidential Information and shall not use or disclose such Confidential Information except as may be provided in the Agreement.
The Discloser shall retain title to all Confidential Information delivered pursuant to this Agreement and all copies thereof, and the Discloser grants no license under any copyright, patent trademark or trade secret by the disclosure of Confidential Information.
All Confidential Information is provided “as is”. Each party makes no warranties regarding, for example, its accuracy, completeness or performance.
- Right of your image.
In the context of the Services, and particularly during networking and business education event, Trace One will realize photos and a video, intended to promote the event on the Site, and on social networks.
A specific authorization to use your image will be asked to YOU during your registration to each event.
- Financial conditions.
The Services are free of charge until the earlier of: (i) the start date of any chargeable Services, this start date will be communicated to YOU by one month written prior notice or (ii) 30th June 2019 (hereinafter “Free Period”).
If YOU want to continue using the Services, after the ends of the Free Period, YOU acknowledge that YOU will have to subscribe to an additional contract and accept the financial conditions applicable to the chosen offer.
- Term and Termination.
The GTC are effective from the date YOU accept them online, and continues until the end of the Free Period, unless terminated by the Parties according to the Agreement.
YOU could terminate the Agreement at any time by filling the applicable online form. Trace One could terminate the Agreement as of right, without prior notice and without prejudice to any damages or interest in case of any improper behavior, including without limitation, defamation, insult, denigration, physical integrity against any physical person during the Services.
The termination becomes effective at the date of reception of the termination notice by the other Party.
Sections 1, 2E,2F,2H,2I,3A,3B,3G,3H, 3I of these GTC and any other provisions or terms of the Agreement that by their nature should survive, shall survive termination of the Agreement.
- Intellectual Property Rights.
Unless otherwise stated, the Site and its Contents are owned and operated by Trace One and/or its licensors. The Site, and all materials appearing on it, are and shall remain the exclusive property of Trace One and/or its licensors and may not be used without Trace One prior written permission or their respective owners.
YOU may access and use the Contents and information on our Site as they appear there for your own personal use, educational advancement, or professional development. Any Contents that you download for your own use must maintain all copyright or other notices. Except as Trace One expressly permits, any redistribution, retransmission, commercial exploitation, linking, or other uses are strictly prohibited.
YOU shall not copy or edit the Contents, or integrate them into any other media. YOU shall not claim ownership or authorship, or otherwise use the Contents except as we expressly permit. YOU shall not hack into our Site or text messages, or otherwise gain unauthorized access to or make improper use of our Content or Site.
The Site may contain hypertext links to other sites that are not under the control of Trace One. These websites may be modified, updated or deleted at any time by the publisher under its sole responsibility. Trace One cannot be held responsible for the contents, advertisements, products, services available on the sites or sources accessible via a hypertext link from its website.
The Agreement grants no license or other right to any trademarks or domain names of Trace One, including but not limited to the domain name used with the Site. Such trademarks and domain names are and remain the sole and exclusive property of Trace One and/or its licensors.
Article 3: General Legal Terms
- Disclaimer and Limitation on Liability.
No Warranty NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THE GTC, THE SERVICES PROVIDED TO YOU ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND TRACE ONE DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING, COURSE OF PERFORMANCE OR OTHERWISE. IN ADDITION, TRACE ONE DOES NOT MAKE ANY WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
SOME LAWS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OR ALL OF THESE DISCLAIMERS MAY NOT APPLY TO YOU.
Limitations on Liability. Nothing in this Agreement shall limit or exclude liability for personal injury or death caused by negligence, for fraud or fraudulent misrepresentation.
The service obligations of Trace One under the Agreement are limited to its commercially reasonable efforts. Trace One shall only be liable for direct damages suffered by YOU (subject to the paragraph below), resulting from the use of the Services in full compliance with the provisions of the Agreement and provided that YOU establish a causal link between the alleged damages and a breach of the contractual obligations of Trace One hereunder. Notwithstanding the foregoing, Trace One shall not be liable for any damages (including direct damages) in the event of unauthorized and/or fraudulent access to the Services, and more generally, in the event of non-compliant, wrongful or fraudulent use of the Services.
NEITHER TRACE ONE (NOR ITS THIRD PARTY SUPPLIERS, LICENSORS AND CONTRACTORS), NOR YOU, SHALL BE LIABLE UNDER THIS AGREEMENT WETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) FOR BREACH OF STATUTORY DUTY OR OTHERWISE FOR (i) ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFITS OR REVENUES, RELATED TO THE SERVICES (E.G. OFFENSIVE OR DEFAMATORY STATEMENTS, DOWN TIME OR LOSS, USE OF, OR CHANGES TO, YOUR INFORMATION OR CONTENT).
EXCEPT FOR BREACH OF SECTIONS 2.I AND 3.B, IN NO EVENT SHALL EACH PARTY’S TOTAL CUMULATIVE LIABILITY RESULTING FROM, ARISING OUT OF, OR IN ANY WAY RELATING TO THE AGREEMENT, FROM ALL CAUSES OF ACTION OF ANY KIND, EXCEED 1000 EUROS. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
YOU will indemnify Trace One from and against any and all Losses arising from any claim by a third party: (i) alleging that use of Data/Content which it/was transmits to or through the Site during the term of the Agreement infringes such third party’s intellectual property rights or is otherwise a violation of Law or (ii) relating to facts that, if true, would constitute a breach by YOU of any representation, warranty, covenant or obligation under the Agreement. Prior Trace One’s consent (not unreasonably withheld) shall be required for any settlement of such a claim.
- Force Majeure.
Neither Party shall have any liability to the other or to third parties for any failure or delay in performing any obligation under the Agreement, excluding payment obligations, due to circumstances beyond its reasonable control, including, without limitation, actions of the government, fires, floods, strikes, civil disturbances or terrorism or power, communications, satellite, or network failures. As a first step, if an event of force majeure occurs, the affected Party shall promptly give notice to the other Party, which suspends the contractual obligations, for a reasonable period of time. As soon as such event stops, the suspended obligations resume. However, if the force majeure event lasts longer than sixty (60) days, the Agreement may be terminated, as of right and without further judicial formalities, by either Party on written notice to the other Party with immediate effect.
Trace One may assign the Agreement to any third party, with releasing Trace One from its obligations and liability, and by any means, without your consent.
- Modifications of the GTC.
YOU expressly agree that Trace One shall have the right to amend these GTC at any time. Should Trace One amend these GTC, Trace One will inform YOU by posting a notice on the Site, indicating that the GTC have been amended with a link to a description of the amendments. For a period of thirty (30) days after the amended GTC are posted, the Agreement applicable to your prior use of the Services will continue to apply. Your use of the Services after this period shall constitute your acceptance of and agreement to be bound by the amended Agreement. If YOU do not accept the terms of the amended GTC, YOU may terminate the Agreement by notifying Trace One thereof in writing. You can find archived versions of the GTC on the Site.
- Language and Notices.
The Agreement is written and executed in the English language. All communications between the Parties shall be made in the English or French language. Any notice shall be deemed given on the date received, except any notice received after 5:30 p.m. (in the time zone of the receiving Party) on a Business Day or received on a non-Business Day shall be deemed to have been received on the next Business Day.
No waiver by either Party of any term of this Agreement is effective unless explicitly set forth in writing and signed by the waiving Party. The failure of either Party to enforce or exercise, or the delay by either Party in enforcing or exercising, any of its rights or remedies under the Agreement shall not be deemed to be a waiver or modification by either Party of any of its rights under the Agreement.
If any provision of the Agreement is held by a court to be illegal, invalid or unenforceable in whole or in part, the Parties agree that (a) such holding shall not affect the validity or enforceability of the other provisions of the Agreement and (b) the illegal, invalid or unenforceable provisions shall be amended in good faith and in a manner so as to best accomplish the objectives of the original provision.
- Governing Law; Exclusive Jurisdiction; Claims.
The Agreement will be governed by and construed in accordance with French law, without giving effect to the principles thereof relating to the conflicts of laws.
Each of the Parties hereby irrevocably consents and submits to the exclusive jurisdiction of paris for any matters and controversies arising out of the Agreement or operations provided herein.
The Parties agree that any claim for damages against Trace One arising relating to the Agreement, will be time-barred if not brought within one (1) year from the event giving rise to the damage.