These general terms and conditions aim to define the conditions under which AUGMENT SAS, registered in the Business and Companies' Register, Paris, under no. 534 903 448, whose registered office is at 107, avenue Parmentier – 75011 Paris (hereinafter referred to as: "Augment") supplies the customer who has taken out a subscription (hereinafter referred to as the "Customer") the services defined in these general terms and conditions (hereinafter referred to as the "Services").
Augment may be contacted as follows:
Telephone: +33 07 81 13 19 99
The Customer may be either a product manufacturer (hereinafter referred to as the "Manufacturer") or a distributor of Manufacturers’ products (hereinafter referred to as the "Distributor") looking to model the said products in a 3D format.
In the event of a request for an estimate under the terms and conditions set out in article 3.1.2 (hereinafter referred to as the "Estimate"), these general terms and conditions together with the Estimate will form an indissociable contractual whole (hereinafter referred to as the "Contract").
In the event of a contradiction, the Estimate will prevail over the general terms and conditions. These general terms and conditions may be accessed and printed out at any time via a direct link on the homepage of the platform www.augment.com (hereinafter referred to as the "Platform").
2. Acceptance of the general terms and conditions
If the Customer is subscribing directly on the Platform, his acceptance of these general terms and conditions is demonstrated by ticking a box in the registration form. If the Customer is requesting an Estimate, his approval of the Estimate represents his full acceptance of the provisions of the Contract. The Customer may only accept the Contract in its entirety. Any form of acceptance with reservations will be considered to be null and void.
3. Implementation of the Services
3.1. Taking out a subscription
3.1.1. Subscribing on the Platform. The Customer may subscribe to the Services directly on the Platform, choosing a Subscription from among the proposed options and filling in the registration form provided. He must provide all the information marked as mandatory. Incomplete registrations will not be confirmed.
3.1.2. Requesting an Estimate. The Customer also has the option of sending Augment an Estimate request by email or telephone (see the contact details above), or directly online via the Platform. The different Subscription options are set out in detail on the Platform. On receipt of the request, Augment will send the Customer an Estimate by any practical means, including by email to the address entered in the request. The Estimate will be accompanied by these general terms and conditions. The Customer accepts the Estimate at his discretion, (i) by returning it to Augment duly signed by his legal representative, or (ii) by signing the Estimate electronically, using the tools and means deemed appropriate by Augment, within 10 (ten) days at the latest of the date on which it was dispatched. Augment reserves the right to refuse any Estimate that has not been returned within the above-mentioned deadline, and the Customer will have no right to any form of compensation whatsoever. The Customer is free to take out any further Subscriptions at any time at his own discretion, while these general terms and conditions are in force, either directly on the Platform or by requesting a further Estimate under the terms and conditions set out in this article.
3.2. Access to the Services
The Customer may use the Services via either the Platform, in "Software as a Service" (SaaS) mode or via his website, in which case Augment will provide him with a software development kit that the Customer must integrate into his computer system (hereinafter referred to as the "SDK"). The choice of method for accessing the Services is indicated during the subscription process on the platform or in the Estimate. If the Customer is a Distributor, he may only access the Services via the SDK. SDK integration documentation is available on the Platform. Augment may also provide the Customer with technical support under the terms and conditions set out in article 4.6.
3.3. Opening an Account
Once his registration on the Platform has been confirmed or his acceptance of the Estimate has been received, and regardless of which access method he has chosen, the Customer opens an account on the Platform (hereinafter referred to as the "Account"). On opening the Account, the Customer is allocated a personal space in a form and using the technical means that Augment considers the most appropriate for providing the Services, consisting in particular of a web page that allows the Customer to use and manage the Services (hereinafter referred to as the "Personal Space"). The Customer must then select those employees who will have access to the Services (hereinafter referred to as the "Employees"), up to a limit of the number of terminals entered in the Subscription form or Estimate and must allocate them personal sign-in IDs. The Customer agrees to ensure that his Employees do not allow any third party to access the Services in their place or on their behalf, otherwise he must bear full liability. The Customer is also responsible for ensuring that his Employees’ sign-in IDs are kept confidential. He must contact Augment immediately if he notices that the Account has been used without his knowledge. He acknowledges that Augment has the right to take all appropriate steps in such cases.
4. Description of the Services
Augment provides the Customer with an augmented reality software solution (hereinafter referred to as the "Solution") that allows Manufacturers and/or Distributors to view 3D models of the products they manufacture or distribute (hereinafter referred to as the "Models") in a real environment. The Customer is strictly prohibited from granting sub- licenses for the Solution to third parties.
4.1. Loading and sharing the Models
The Customer has the option of transferring the Models that he has produced or had others produce (hereinafter referred to as the "Customer Models") into a database set aside for his use and accessible via the Platform (hereinafter referred to as the "Customer Hub"). The Customer also has the option of grouping the Customer Models stored in the Customer Hub into folders by themes that he may choose and modify at his discretion. The Customer Models loaded into the Customer Hub may be shared as follows: (i) If the Customer is a Manufacturer, his Customer Models are shared with the Distributors registered on the Platform, who are free to access the Customer Hub. The Customer acknowledges and expressly accepts that Augment has sole responsibility for sharing the Customer Models with the Distributors. Augment will keep the Customer regularly informed by any practical written means, including email, of the identity of the Distributors who have accessed the Customer Hub. The Distributors authorized to access the Customer Hub may only consult and use the Customer Models for their own business purposes, such as demonstrating these Customer Models to their own customers. However, they may not modify or delete them. (ii) If the Customer is a Distributor, access to his Customer Hub will be for him alone: no other Platform user may consult the Customer Models.
4.2. Adapting the Models
At the Customer’s request, Augment may adapt the Customer Models and load the adapted Customer Models (hereinafter referred to as the "Adapted Models") into the Customer Hub. In this context, the Customer may transfer any type of images (photographs, drawings and models, images taken from catalogues, etc.) that he has produced or had others produce via the Platform into the Customer Hub, in a format accepted by the Platform. Augment will inform the Customer by any practical written means, or in the Estimate, of the arrangements for carrying out this Service. The Customer sends in his request in accordance with the process described on the Platform, stating the required number of Adapted Models, their technical specifications and any specific needs and expectations. Augment undertakes to make every effort to submit the Adapted Models for the Customer’s approval in accordance with the provisional schedule agreed jointly between Augment and the Customer. The Adapted Models will be placed in the Customer’s Personal Space for approval. Augment will send the Customer a notification by email at the address he entered when he registered or by any other practical means. The Customer agrees to approve the Adapted Models orsend in his observations within a maximum of 5 (five) days of the Adapted Models being made available to him, unless there is a specific agreement between Augment and the Customer. If the Customer fails to respond within this period, he will be considered to have given his approval. If the Customer expresses reservations, Augment will send him a new Adapted Model proposal for approval under the same conditions. To allow the Adapted Models to be created and used on the Platform, the Customer transfers the intellectual property rights attached to the Customer Models concerned to Augment, under the conditions set out in article 10.3. The Adapted Models are shared with the Distributors under the same conditions as those applied to the Customer Models, as set out in article 4.1 above.
4.3. Creating Models
At the Customer’s request, Augment may design and produce bespoke Models (hereinafter referred to as the "Bespoke Models"). The arrangements for carrying out this Service are described in the Estimate or, if the Customer has subscribed directly via the Platform, decided by joint agreement between Augment and the Customer. The Customer sends in his request in accordance with the process described on the Platform, stating the required number of Bespoke Models, their technical specifications and any specific needs and expectations. Augment undertakes to make every effort to submit the Bespoke Models for the customer’s approval, in accordance with the provisional schedule agreed jointly between Augment and the Customer. The Bespoke Models will be placed in the Customer’s Personal Space for approval. Augment will send the Customer a notification by email at the address he entered when he registered or by any other practical means. The Customer agrees to approve the Bespoke Models or send in his observations within a maximum of 5 (five) days of the Bespoke Models being made available to him, unless there is a specific agreement between Augment and the Customer. If the Customer fails to respond within this period, he will be considered to have given his approval. If the Customer expresses reservations, Augment will send him a new Bespoke Model proposal for approval under the same conditions. To allow the Bespoke Models to be created and used on the Platform, the Customer transfers the intellectual property rights attached to the visual forms of the products concerned to Augment (hereinafter referred to as the "Visual Forms"), under the conditions set out in article 10.4. The Bespoke Models are shared with the Distributors under the same conditions as those applied to the Customer Models and Adapted Models, as set out in articles 4.1 and 4.2 above.
4.4. Integrating the Customer’s logo
The Customer has the option, via his Personal Space, of inserting his logo in place of the Augment logo on the Application interface. The Customer’s logo is linked to each Model that the Customer saves in his Customer Hub.
Augment makes available to the Customer, via his Personal Space, the statistical dashboard allowing him to measure the scope and effectiveness of an augmented reality campaign.
4.6. Maintenance and technical support
4.6.1. Corrective maintenance. Augment undertakes to correct any problems observed on the Services during the Contract period. The Customer will notify Augment of any problems via his Employees Space or by email to firstname.lastname@example.org, making every effort to give as much information as possible. If Augment discovers that the problem is not being caused by the Services, it will inform the Customer immediately. Otherwise, it will take all the steps required to correct the problem within a period that it will estimate according to the corrections that are required.
4.6.2. Technical support. Apart from any problems and for any question linked to the use of the Services, Augment offers the Customer technical support in the form of assistance and advice. This technical support may be accessed via his Employees Space or by email to email@example.com. Depending on the identified need, Augment will estimate the response time and the type of intervention required.
Augment will host the Services in accordance with the best practices in its profession. It will make every effort to ensure that the server infrastructure is available for the maximum amount of time outside maintenance and updating periods.
4.8. Other Services
Augment reserves the right to propose any other Services that it considers appropriate, in a form and containing the functionalities and technical means that it considers the most suitable for providing these Services.
5. Financial Terms and Conditions
5.1. Price of the Services
In return for taking out a Subscription, the Customer undertakes to pay Augment the agreed price as indicated on the Platform or in the Estimate.
5.2. Payment arrangements
Unless there is a special agreement between Augment and the Customer, the cost of the Subscription is due in its entirety on the date on which the Subscription is taken out. Augment will send the Customer an invoice by any practical means. The price must be paid 30 (thirty) days at the latest after the Customer has received the invoice.
5.3. Payment delays and default
By express agreement between the parties, any delay in the payment of all or part of a sum on its due date under the Contract will lead automatically and without prior notice to the following: (i) all sums owed by the Customer will become immediately payable, (ii) the Services will be suspended immediately until all the sums due have been paid in full, and (iii) Augment will invoice late-payment interest at the rate of 5 (five) times the legal interest rate, based on the total of all the sums owed by the Customer, and a payment of 40 (forty) euros to compensate recovery costs.
The Subscription will come into effect on the date on which it is confirmed on the Platform on the date of acceptance of the Estimate, for the duration of the Subscription taken out. Unless there is a special agreement between Augment and the Customer, this period is 1 (one) year; the Subscription will then be renewed by tacit agreement for successive periods of the same length unless terminated by one or the other of the parties by sending the other party a letter by recorded delivery at least 3 (three) months prior to the expiry of the period concerned.
7. The Customer’s responsibilities and guarantees
7.1. The Customer undertakes to provide Augment with all the documents, elements, data and information required for the proper performance of the Services. More generally, the Customer undertakes to cooperate actively with Augment with a view to the proper performance of the Services and to inform the company of any difficulties linked to this performance.
7.2. The Customer guarantees to Augment that all the information he communicates as part of the performance of the Contract is accurate, up- to-date and honest and does not contain any attempt at deception. He undertakes to update this information in the event of any changes so that it is always in line with the above-mentioned criteria.
7.3. The Customer takes sole responsibility for the use of the Services, and more particularly (i) for the use of the Services by his Employees, for whom he is the guarantor, (ii) for the relations that may be established between him and his customers and, where relevant (iii) the relations that may be established between him and the Distributors who have access to the Customer Hub, particularly with regard to any disputes or litigation with the latter caused by or originating from the use of the Services.
7.4. The Customer takes sole responsibility for compliance with the laws and regulations in force that apply to his activities. In particular, he takes sole responsibility for carrying out all the administrative, tax and/ or social security formalities incumbent on him in relation to his use of the Services.
7.5. The Customer declares that he is aware of the technical features and functionalities of all the Services, that he has been informed of the technical configuration required for their use, that he has received from Augment all the advice, instructions and clarifications he needs to take out the Contract in full knowledge of the situation, that he has a sufficient knowledge of the Services and that, prior to receiving these terms and conditions, he has had sufficient discussions with Augment to ensure that the Services correspond to his expectations, needs and constraints.
7.6. The Customer undertakes, on his own behalf and on behalf of his Employees, not to sell, concede or transfer all or part of his rights or obligations under these terms and conditions to any third party, even if this third party is directly or indirectly linked to the Customer in any way whatsoever.
7.7. The Customer guarantees to Augment that he has all the rights and authorizations required to create and/or use and/or disseminate content of all kinds (editorial, graphs, photographic, logo, trademark or other) incorporated into the Customer Models (hereinafter referred to as the "Content"). He undertakes to ensure that the Content is legal, is not an offence against public order, morality or the rights of third parties, does not infringe any legislative or regulatory provisions and, more generally, is not likely to bring Augment’s civil or criminal liability into play. The Customer therefore undertakes in particular not to disseminate the following though this list is not comprehensive:
- Content that is pornographic, obscene, indecent, shocking or unsuitable for a family audience, defamatory, abusive, violent, racist, xenophobic or revisionist;
- counterfeit Content;
- Content prejudicial to the image of a third party;
- Content that is misleading or deceptive or that proposes or promotes illegal, fraudulent or deceptive activities;
- Content that is damaging to third-party computer systems (such as viruses, worms, Trojan horses, etc.);
- And, more generally, any Content likely to infringe the rights of third parties or to be prejudicial to third parties in any way or form whatsoever.
7.8. In general terms, the Customer undertakes not to do anything that will in any way be prejudicial to Augment’s brand image or reputation.
7.9. The Customer guarantees Augment against all complaints, claims, actions and/or demands to which Augment may be subjected due to a violation by the Customer of any one of his obligations or guarantees under the terms of the Contract. He undertakes to compensate Augment for any prejudice it may suffer and to pay all costs, charges and/or sanctions that Augment may incur as a result.
8. Augment’s obligations and responsibility
8.1. Augment undertakes to provide the Services with diligence and in accordance with best practices, it being specified that it has an obligation of due care, to the exclusion of any performance obligation, which the Customer acknowledges and expressly accepts.
8.2. Augment undertakes to use the information, documents, data and, more generally, all the elements that the Customer may pass on to it under the Contract for the sole purpose of performing the Contract. It undertakes not to disseminate or share these elements with any third parties whomsoever, apart from its subcontractors for the sole purpose of performing this Contract, unless the Customer has requested or agreed for it to do so.
8.3. Augment does not guarantee to the Customer that the Services (the performance and progress of which the Company is constantly seeking to improve) will be totally free of defects, errors or faults, nor that they will operate without interruptions, as Augment reserves the option of momentarily suspending access for the purposes of maintenance and updating.
8.4. Augment may in no circumstances be held liable for disruptions or breakdowns in the Internet or telecommunication networks and, more generally, those that may be caused by circumstances beyond the Company’s control or by a case of force majeure.
8.5. Augment may not be held liable for any delays that may be ascribed to the Customer’s late or erroneous communication of all the information and data required to implement the Services and, more generally, for any actions attributable to the Customer.
8.6. In all cases, Augment’s liability towards the Customer for the payment of damages of any kind whatsoever, direct, material, commercial, financial or moral, due to the Customer’s use of the Services, is limited to the amounts invoiced by Augment under the Contract and incurring its liability during the 12 (twelve) months prior to the occurrence of the alleged prejudice. Moreover, Augment may only incur liability if the Customer has sent in a letter of complaint by recorded delivery within a month of the said occurrence.
Both parties guarantee that they have taken out the required insurance policies to insure and guarantee against the consequences of their business liability if it is incurred and thus cover the financial consequences of any prejudice for which they may be held liable. Both parties undertake to maintain these insurance policies throughout the Contract period and to produce the corresponding insurance certificates at the other party’s request.
10. Intellectual property
10.1. Augment’s intellectual property
The systems, software, structures, infrastructures, databases, codes and content of all kinds (texts, images, visuals, logos, trademarks, databases, etc.) used by Augment on the Solution, and the Solution itself, are protected by all the intellectual property rights or database producer rights in force. All forms of disassembly, decompilation, unencryption, extraction, reuse, copying and, more generally, all forms of reproduction, representation, dissemination and use of all or part of any one of these elements without Augment’s authorization are strictly prohibited and may lead to legal proceedings.
10.2. Ownership of the Customer Models
Subject to the provisions that apply to the Customer Models that are intended to be adapted, as provided for above, the Customer will retain exclusive, full and entire ownership of the Customer Models. For the purposes of supplying the Services, the Customer grants Augment, free of charge, the personal, non-exclusive and non-transferable right to use them under the terms and conditions and for the duration set out in the Contract. If he is a Manufacturer, the Customer acknowledges and accepts that the Distributors authorized to access the Customer Models will have the option of using them by consulting and/or viewing them via the Solution, under the terms and conditions set out in article 4.
10.3. Ownership of the Adapted Models
Augment enjoys exclusive, full and entire ownership of the Adapted Models, which the Customer acknowledges and expressly accepts. To allow the Company to design and use the Adapted Models, the Customer grants Augment the intellectual property attached to the Customer Models concerned on an exclusive, permanent and worldwide basis for the legal copyright protection period. The following rights are granted: - the right to reproduce these Customer Models, entirely or partially, as originals or copies, in digital format and on any digital or computer medium, by any means or material or immaterial process, via the Solution and for the sole purposes of designing and using the Adapted Models, - the right to represent these Customer Models in public, by any means, on any digital or computer medium, by any material or immaterial process, via the Solution and for the sole purposes of designing and using the Adapted Models, - the right to adapt, translate, modify, arrange, transform and correct these Customer Models, particularly (and this list is not comprehensive) by retouching or reframing them, changing their format or colors, for the sole purposes of designing and using the Adapted Models and subject to respect for the author’s or original author’s moral rights.
10.4. Ownership of the Bespoke Models
Augment enjoys exclusive, full and entire ownership of the Bespoke Models, which the Customer acknowledges and expressly accepts. To allow the Company to design and use the Bespoke Models, the Customer grants Augment the intellectual property attached to the Visual Forms on an exclusive, permanent and worldwide basis for the legal copyright protection period. The following rights are granted: - the right to reproduce the Visual Forms, entirely or partially, as originals or copies, in digital format and on any digital or computer medium, by any means or material or immaterial process, via the Solution and for the sole purposes of designing and using the Bespoke Models, - the right to represent the Visual Forms, in public, by any means, on any digital or computer medium, by any material or immaterial process, via the Solution and for the sole purposes of designing and using the Bespoke Models, - the right to adapt, translate, modify, arrange, transform and correct the Visual Forms, particularly (and this list is not comprehensive) by retouching or reframing them, changing their format or colors, for the sole purposes of designing and using the Bespoke Models and subject to respect for the author’s or original author’s moral rights.
10.5. The Customer’s guarantees
The Customer guarantees Augment the full and undisturbed enjoyment of the rights granted or conceded on the Customer Models and Visual Forms and against all problems, actions, claims or evictions. In particular, he guarantees to Augment (i) that he has all the rights and authorizations required to grant the license to use the Customer Models and the above-mentioned rights transfer relating to the Customer Models to be adapted and the Visual Forms, and that these contain nothing that may go against the laws and regulations relating in particular to counterfeiting, la unfair competition, privacy, image rights, personality rights and, more generally, contravene the rights of third parties and (ii) that he has not granted and will not grant any rights transfer or usage license relating to the Customer Models and/or Visual Forms to a third party that may prevent or hinder the full enjoyment of the rights over them conceded or held by Augment.
Both parties undertake to keep strictly confidential all the documents and information that has been specified as confidential by the other party and of which they have become aware as part of the conclusion and performance of this Contract and not to disclose it without the other party’s prior written consent. This obligation does not extend to the documents and information: of which the receiving party was already aware; which was already in the public domain when it was communicated or which would fall into the public domain without any violation of this agreement; which has been received legally from a third party; and for which the legal authorities have requested communication in application of the laws and regulations or with a view to establishing a party’s rights under this Contract. This obligation of confidentiality extends to all the parties’ employees and to their affiliates and co-contracting parties. Its effects will be maintained for 3 (three) years following the termination of the Contract.
12. Personal data
Augment applies a personal data protection policy, the features of which are set out in the document entitled "Personal data protection charter", which may be accessed via the Platform homepage. The Customer is expressly invited to read it.
Augment reserves the option of inserting all types of advertising or promotional messages in a form and under the terms and conditions dictated solely by Augment on any page of the Platform and in any communication to the Customer.
14. Commercial reference
Unless he expressly indicates his refusal in this matter, the Customer authorizes Augment to mention his name and use a reproduction of his trademark or logo as a commercial reference, particularly at shows or events, in its commercial documents and on its website, in any form whatsoever.
If one of the parties violates any one of its Contract obligations, the Contract will be terminated as of right 30 (thirty) days after the defaulting party has failed to respond to a formal letter of notice sent be recorded delivery, mentioning the intention to apply this clause, without prejudice to any damages that may be claimed from the defaulting party.
16. End of the Contract
The end of the Subscription, for whatever reason, will cause the Customer Account functionalities to be disabled. The Customer may, however, continue to access his Customer Hub via his Employee Space for a period of 3 (three) years following the end of the Subscription. Beyond this period, the Customer Account will be closed for good and Augment will destroy the Customer Models and the data it collected on registration, along with the information stored in the Personal Space. Furthermore, the parties undertake to immediately return all the confidential information, documents and/or data communicated by the other Party as part of the performance of the Contract and to destroy all copies, backups, extracts, reproductions or summaries of the said documents and/or data communicated by the other Party, partially or in their entirety and in any form whatsoever.
17. Links and third-party websites
Augment may in no circumstances be held liable for the technical availability of the websites operated by third parties (including any partners) and accessed by the Customer via the Platform. Augment bears no liability for the content, advertising, products and/or services available on such third-party websites, which are governed by their own terms and conditions of use. Furthermore, Augment is not liable for the transactions that take place between the Customer and any advertiser, professional or trader (including any partners) towards whomthe Customer may be directed via the Platform and may in no circumstances be involved in any disputes whatsoever with these third parties concerning, for example, the delivery of products and/or services, guarantees, declarations and any other obligations by which these third parties are bound.
The fact that one of the parties does not exercise any one of its rights or powers in application of the provisions of the Contract, or that it is late in exercising it, may not be interpreted as a renunciation of its right to exercise all or part of that right or power, and a single or partial exercise of any right or power may not prevent any future implementation of that right or power.
19. Force majeure
Augment may not be held liable vis-à-vis the Customer if the performance of its obligations is delayed, restricted or made impossible due to the occurrence of a force majeure event. Force majeure events are considered to be those that are normally recognized by case law and the French courts. The occurrence of a force majeure event will lead to the initial suspension of the performance of the Services for a period that may not exceed 3 (three) months. If the force majeure event continues beyond that period, the Parties may terminate these general terms and conditions, as of right, with no legal formalities, no formal notice and with no right to any compensation whatsoever by sending a letter by recorded delivery that will have immediate effect.
If any one of the provisions of these general terms and conditions were to be declared null and void or inapplicable as a result of a law or regulation or following a final ruling handed down by a competent court, only this provision will be considered null and void; the other provisions will retain their full force and scope.
21. Changes to the general terms and conditions
Augment reserves the option of changing these general terms and conditions at any time. In particular, Augment reserves the option of modifying and/or switching off all or part of the Services at any time and at its own discretion. The Customer will be informed of these modifications by any practical means at least 30 (thirty) days before they come into effect. The modified general terms and conditions will apply from the Subscription renewal date following their effective date. If the Customer does not accept the modified general terms and conditions, he must unsubscribe from the Services. Any Customer who uses the Services after the modified general terms and conditions have come into effect is considered to have accepted the modifications, which will apply to him in full.
22. Applicable law and jurisdiction
The Contract is subject to French law and will be governed and interpreted in accordance with this law. Any disputes that may arise concerning its validity, interpretation or performance will be referred to the sole jurisdiction of the courts in Paris.
23. Effective date
These general terms and conditions came into force on 22 th October , 2018