General terms of use

Preamble

The general terms of use and service (hereinafter referred to as the “GTU”) govern the contractual relationships between, on the one hand, the company RETAIL SHAKE, SAS a French simplified joint stock company with a share capital of 129,800 €, registered in the Lille Trade and Companies Register under number 845 267 830 and headquartered at 74 Rue des Arts, 59800 Lille, France (hereinafter referred to as “Retail Shake”) and, on the other hand, any individual using the RETAIL SHAKE solution (hereinafter referred to as “the Platform”) and with an online account (hereinafter referred to as the “User” or the “Client”).

The GTU appear on the Retail Shake website at the following address: www.retailshake.com.

1. Subject

These GTU govern the conditions for using the services offered by Retail Shake through its Platform.

Retail Shake offers Clients:

The right to use all or part of the Platform;
A range of services as defined in Article 2 below.

Any account creation or use of the Platform shall imply the User’s acceptance without reservation of the GTU. The GTU shall be systematically brought to Users’ attention upon creation of the account required to use the Platform.

The GTU are concluded for an indefinite period following the Client’s acceptance hereof.

Retail Shake reserves the right to modify the GTU at any time, in particular in the case of legal and regulatory developments. They shall be applicable as soon as they are uploaded on the Site. The applicable GTU shall be those in force on the date of account creation or when the Platform was last used. Retail Shake shall notify Users by any means of any modification to the GTU.

2. Description of service

General provisions

The Platform is a SaaS service (“Software as a Service”) for professional Clients.

The Platform is available via the website: www.retailshake.com

Retail Shake declines any liability should the Platform be unavailable on systems used by the Client, who shall ensure that he or she has the proper configuration, in particular as regards equipment, software, networks, terminals and connections.

Retail Shake offers several packages which can be subscribed to by the Client or User with a view to using one or several of the Platform’s features (hereinafter referred to as the “Subscription”).

If the User has a Retail Basic Subscription	If the User has a Retail Premium Subscription	If the User has a Retail corporate Subscription	Upon quotation
Sharing tools For occasional use (10 per day)	Sharing tools Unlimited use	Sharing tools Unlimited use	API
Comparison tools For occasional use (5 per day)	Comparison tools Unlimited use	Comparison tools Unlimited use	Automatic recognition
–	Unlimited searches and filters	Unlimited searches and filters
–	Unlimited competitor data	Unlimited competitor data
–	CSV, XLS Downloads	CSV, XLS Downloads
–	Photo sharing 4K	Photo sharing 4K
–	–	Team features
–	–	Video streaming

Users can subscribe to Retail Shake offers available at the following address: www.retailshake.com/subscribe

Indexing Engine Catalogues/Price/Stock

The Platform has a referencing function for prices charged in stores in different sectors of activity.

The Platform also offers stock management and inventory services between the Client’s stores or companies offering the same product range.

Information searches are mostly automated, and are primarily based on data collected by Retail Shake at online stores or from other third parties (e.g. manufacturers or media).

The information supplied by sites online or by third parties is updated automatically each day.

Prices featuring on the Platform can differ to those displayed in-store. Errors cannot be entirely excluded, in particular due to erroneous data supplied by online stores or by third parties. Retail Shake shall not be held liable for the accuracy of the information supplied.

If necessary, Retail Shake will rectify any errors which it becomes aware of, or which are brought to its attention by the Client or the User.

Social network for Users

Through their account on the Platform, Users can:

Publish statuses, add images and videos, recommend and share content;
Subscribe to sharing or discussion groups;
Send private messages to other users;
Access certain account features (manage privacy settings, manage news feeds, display viewing statistics and user preferences, etc.).

Users can upload data, information and content in general and can exchange information in these spaces or on their profile, in strict compliance with the law and these Terms of Use. However, should Retail Shake be informed of any manifestly unlawful content being diffused on the Platform, it may delete it without prior notice to the User responsible for said content.

3. Platform registration

Creating a User Account

In order to use the features of the Platform, the User must fill out the account creation form by clicking the “My Profile” link, where mandatory fields are marked by an asterisk, and by accurately filling out the following information: Last name, first name, e-mail address and password. Users are informed that this information is necessary to enable Retail Shake to supply the Service.

To this end, Users undertake to fill out the form in good faith by supplying correct information so that their profile information is correct and not to use the identity of a third party. Users also undertake to keep such information up to date throughout the entire duration of their use of the Platform.

When creating the account, each User expressly accepts these General Terms of Use, after having read them, by checking the box beside the following text: “I accept the General Terms of Use”.

An activation email is sent to the e-mail address provided in order to finalize the creation of the account. Once the account has been validated, Users have use of a personal area after registering on the Platform, which can be accessed by entering their login details.

Users can only have one account per natural person.

Login details

The User’s login details include their e-mail address and a password enabling them to access the Platform and to use it. The password used must have eight (8) characters including at least one (1) capital letter, one (1) lower case letter and one (1) number.

These login details are strictly personal and confidential. Users undertake, as a result, to keep them secret and not to disclose them in any form whatsoever.

Any use of the User’s login details is therefore carried out under their sole responsibility.

In the case of loss, theft or fraudulent use of their login details, Users shall notify Retail Shake as soon as possible. Retail Shake may then decide to cancel the User’s login details and shall send new login details to the User.

If Retail Shake is not informed otherwise, and unless evidence is provided to the contrary, any connection, transmission of requests or data made using the User’s login details shall be deemed to have come from the User and shall be under his or her exclusive responsibility.

User Declaration

Where the User is a natural person acting on their own behalf, they certify being of full age and capacity.

4. Intended use of the service and compliance with regulations in force

Users undertake to use the Platform in compliance with applicable laws and regulations. Users choose under their sole discretion the content they publish on the Platform. They thereby undertake to ensure that such content also respects the GTU.

In particular, Users agree not to use the Platform to:

Use or attempt to use any of the Platform’s features in a way other than their intended use as set out herein;
Publish, transmit, share, store or make available in any other manner content that is contrary to public policy, injurious, threatening, illegal, defamatory, non-authorized, abusive, offensive, malicious, vulgar, obscene, fraudulent, invading privacy or infringing image rights, hateful, inciting violence, racial or ethnic hatred or otherwise objectionable;
Create several accounts or use the identity of a third party;
Transmit any element which may contain computer viruses or any code, file or computer program designed to interrupt, destroy or limit the functionality of software, IT equipment or electronic communications;
Not to use, when browsing the Platform and using its features, any software robots or any other process or equivalent automated tool;
Use the Platform to send unsolicited mass messages (advertising or other);
Send information or content inconsistent with reality;
Publish, transmit, share, store or make available in any other manner, content which constitutes or encourage acts punishable by law or gives instructions about the way in which to perpetrate them, which infringes the rights of third parties or which is likely to render a third party liable or infringe local, national or international legislation.

It is hereby stipulated that Retail Shake carries out no verifications in this capacity. Similarly, Retail Shake carries out no pre-verification or moderation of documents published by Users.

However, if Retail Shake observes or receives notification that a User is using the Platform for illegal purposes or is breaching the conditions set forth herein and/or that Retail Shake considers to be contrary to applicable laws and regulations, the latter may delete the content in question and suspend the User’s Account, as set forth in article 9 hereof.

The User or any individual concerned, may request the suppression of the content they supplied or report content which they deem as being inappropriate, on simple request to Retail Shake at the following address: support@retailshake.com

5. Financial conditions

General provisions

In order to benefit from the services offered by the Platform without limitation of use, Users may subscribe to the Retail Shake offers available at the following address: www.retailshake.com/subscribe

Clients may make use of Retail Shake services in readiness for optional installation services, configuration, training, etc. Said services will only be provided after a quotation has been issued by Retail Shake and accepted by the Client.

Price

The price for using the Platform shall be that in force on the day confirmation is given for the subscription to the fee-based service.

Retail Shake thereby reserves the possibility to modify its prices at any time, while guaranteeing the User application of the price in force on the day of subscription.

Subscription fees are indicated in euros and are tax inclusive.

Payment terms

Subscription fees, as well as any other fees linked to use of the Platform, including taxes and any transaction costs, will be billed, in accordance with the subscription chosen:

For monthly subscriptions, billing will take place at the start of each month;
For yearly subscriptions, billing will take place at the start of each year.

Payment method

All of the data supplied and the recorded confirmation will constitute proof of the transaction. Payments are made via the secure payment platform XXXX, for which the User is asked to consult the GTU on this page.

The payment is made in accordance with the option selected by the User:

For information purposes:

Retail Shake is not affiliated with the payment service provider, and as such, declines any responsibility regarding the services provided by said supplier, as well as any damages or losses whatsoever, resulting from the supplier’s service.

6. Subscription terms

Subscriptions are made by the Client for a set duration of one (1) year. Subscriptions are extended for successive periods of one year, unless notice is served by either of the parties, upon expiry of the initial term or of each successive period, by law and without penalty. The Client may terminate their subscription at any time, without notice.

The features offered to the User on the Platform will come to an end by law and immediately upon the date of expiration of the Subscription and the User will then only have access to free services.

Retail Shake reserves the right to suspend a User’s access to the Platform and/or to terminate their Subscription by law, after having informed the User by email of the breach and without regularization on their part, in the case of:

Non-Respect by the User of the General Terms of Use (and especially in the case of infringement of the intellectual property rights of Retail Shake and/or its licensors, multiple simultaneous connections to the same account of the Service, supplying false information upon registering for the Service);
Total or partial non-payment of the Subscription fee;
Acts contrary to the commercial interests of Retail Shake or its commercial partners.
After expiration of the Subscription, Retail Shake undertakes not to store the data for any reason whatsoever and the User undertakes, in turn, to cease any use of their login details.

7. Intellectual Property

Platform License Agreement

Retail Shake grants to the Client, their authorized partners, or the User, a non-exclusive, personal and non-transferable license to the authorized party to use the Platform and its features.

Any other exploitation or use of the Platform, its features, content, and in particular, any data they may contain, is outside the scope of this license and may not be carried out until prior written authorization has been obtained from Retail Shake.

License agreement for content published by Users

Users grant Retail Shake a free of charge and non-exclusive right to use their content and publications. Retail Shake does not acquire any ownership rights to the data, information, publications or content supplied by Users. By publishing their data or content on the Platform, the User accepts for it to be diffused on the Platform and made accessible to other Users, as well as to third parties. This license is granted on a worldwide basis and for the duration of the contract between the User and Retail Shake.

Property rights on the Platform

Users are informed that the content and the presentation of the Platform, in particular the texts, images, drawings and graphics are protected by intellectual property law.

As a result, Users may not copy, reproduce or diffuse all or part of the elements found on the Platform, in any form whatsoever, without the prior written agreement of Retail Shake.

Except for content uploaded by Users, Retail Shake owns all of the intellectual property rights existing on the Platform, as well as all associated documentation. The User license granted by Retail Shake to the Client and whose conditions are set out herein, does not entail any transfer of intellectual property to the benefit of the Client. As a result, the Client shall refrain from any act which may harm Retail Shake’s copyright on the Platform either directly or indirectly.

The Client and the User undertake not to reconstitute or attempt to reconstitute a website, app or any other software aiming to offer directly or indirectly, free of charge or fee-based, the same services or services comparable to those available through the Platform. The Client and all Users undertake not to diffuse or to send in any way whatsoever, data obtained through the services in order to help someone to reconstitute, in whole or in part, such an app or equivalent services.

Breach of these terms shall result in the User’s services being suspended, as well as all criminal and civil proceedings provided for by law.

8. Personal data

The information supplied by the User upon registering and using the Platform is personal data whose collection and processing are described in our Data Protection Policy.

By accepting the GTU, the User recognizes having been made aware of the Data Protection Policy (www.retailshake.com/data-protection-policy/).

As data controller, Retail Shake undertakes to take all steps to ensure the protection, confidentiality, integrity and security of data transmitted by the User.

In compliance with the French Data Protection Act of January 6 1978 as amended and Regulation (EU) 2016/679 on personal data protection, all natural person Users have the right to access, rectify, erase, (right to oblivion), oppose, restrict processing and data portability. You may also define directives for the storage, deletion and communication of your personal data after death.

These rights may be exercised directly online and without delay via the following email address: support@retailshake.com

Users can submit a complaint to a supervisory body at any time.

9. Responsibility

User Responsibility

Users alone are responsible for any damage they may cause to third parties or to Retail Shake, its representatives, administrators or employees and which result from a failure to honor their contractual or legal obligations.

Users undertake to respond to such individuals and to hold Retail Shake harmless from any harmful consequences resulting from such a breach, especially in the case of a complaint, action, accusation or if liability is invoked, before any jurisdiction whatsoever.

Retail Shake Responsibility

General Provisions

Retail Shake shall do its utmost to ensure the correct functioning of the Platform, within the limits of responsibility set forth herein. In all cases, Retail Shake’s liability with regard to the service provided is an obligation of means.

Retail Shake provides no safeguard, either express or implied, including any safeguard pertaining to the quality and fitness for purpose of a specific use of the Platform supplied to the User and any safeguard pertaining to information and data supplied by Users and which may be obtained via the Platform, in particular, as to its accuracy and reliability.

Moreover, Retail Shake may in no case be held liable for any consequence which may result during, or after meetings or contact between several users, following use of the Platform or its features.

Platform Access

The Platform is, in principle, accessible 24 hours a day, 7 days a week. However, Retail Shake declines all responsibility, (specifically but not exclusively):

In the case of service disruption for technical maintenance operations or updating published information;
In the case of Platform disruption, access restrictions to the network or to specific servers connected to the network, quality variations in the service resulting from a fact, an action or an omission by a third party and which are totally beyond Retail Shake’s control;
In the case of unavailability or overload, or any other cause preventing the normal functioning of the network used to access the Platform;
In the case of contamination by any computer viruses found in the network;
In the case of abnormal use or unlawful exploitation of the Platform;
Should the User lose their user name and/or password or in the case of misused identity

Content uploaded by Users

Management and maintenance of the Platform are carried out by Retail Shake. In accordance with article 6 of the French Law for Confidence in the Digital Economy (LCEN) of June 21 2004, Retail Shake is recognized as the web host for any content uploaded by Users on the Platform and is bound by no obligation to monitor such content. Retail Shake nevertheless reserves the possibility to carry out technical, maintenance and updating interventions on the Platform, making it temporarily unavailable.

In particular, insofar as Retail Shake makes no pre-moderation, nor any checks of content uploaded by Users, Retail Shake may not be held liable for any content which is wrongful, which contravenes standards of public decency or infringes the rights of others, in particular intellectual property rights or the processing of personal data. Retail Shake shall not be held responsible should a User publish misleading, erroneous or inaccurate information.

Manifestly illicit content can be reported via:

Email sent to the following address: support@retailshake.com
By clicking the “report this message” button
By using the contact form, found in the “Contact” section

10. Force majeure

Neither party may be held liable for its delay or non-performance of all or part of its obligations set forth herein, due to a case of force majeure; provided the latter meets the legal and jurisprudential conditions required to constitute force majeure under French law.

However, the parties hereby agree that the following events shall be deemed to constitute a case of force majeure: an energy supply shutdown, a failure and/or interruption in the transmission networks, including access to the internet network, breakdown and/or sabotage of telecommunications means, network hacking, fire, lightening, flooding or other natural catastrophe, water damage, exceptional storm, damage, epidemic, riot, war, civil war, insurrection, terrorist attack, explosion, act of vandalism, total or partial strike, lock-out outside Retail Shake.

These events shall constitute cases of force majeure whether they affect Retail Shake, its suppliers or its partners.

11. Hypertext links

Platform use may lead to the sending of hypertext links towards other web sites over which Retail Shake has no control. Retail Shake accepts no responsibility for the content of these sites and any updates that may be made to them.

12. Suspension and deletion of a user account

Account deletion by the User

Users may terminate these GTU at any time, by unsubscribing from the Platform and closing their user account.

Suspension or deletion of the user account

For misconduct

Retail Shake reserves the possibility to suspend the account of any User in the case of non-performance of one of their obligations set forth herein, in particular in the case of publication of manifestly illicit content or that which is contrary to the conditions set out in article 4.

Where appropriate, Retail Shake shall notify the User by email, requesting that they remedy the breach. However, if the nature of the breach is such that they cannot be prosecuted, then Retail Shake shall be entitled to terminate these GTU by law, thereby deleting the user account immediately.

In the case of end-of-service with the Client

In the case of termination of the service contract between Retail Shake and the Client, access to the Platform will be withdrawn.

Consequences of account suspension and deletion

In the case of suspension of their account, Users will no longer have access to the Platform as long as the breach that led to the suspension is not remedied.

In the case of deletion of their account, Users will no longer have access to the information it contains, in particular, any documents they stored via the Platform.

Users with a Subscription have an export feature for published content (articles, photos, videos, messages, etc.) available in the “Export my data” tab. They must therefore perform all necessary backups prior to deleting their account.

Information saved on the Platform will be deleted or returned and deleted from Retail Shake’s data bases upon the Client’s instructions.

If the User decides to delete their account, they will no longer have access to their online services; their data may be stored, for technical reasons, for a duration of 30 days.

13. Maintenance

Retail Shake reserves the possibility to suspend or to limit access to all or part of the Platform and thus, interrupt the provision of the Platform’s features, for maintenance reasons.

Users will be notified via the Platform.

14. Assistance

The User may contact Retail Shake via email for any question regarding use of the Interface at the following email address: support@retailshake.com

15. Severability – interpretation

Retail Shake’s failure not to exercise, at any time, a prerogative recognized herein, may, in no case, be interpreted as its express or tacit waiving of the right to exercise said prerogative at a later date.

The invalidation of one or several provisions herein shall not affect the validity of the rest of the contract or any other clause.

16. Claims – litigation

These GTU are governed by French law, subject to mandatory rules which may be laid down by other applicable legislations.

In the case of litigation, Users are invited to submit their complaint to Retail Shake under the conditions set forth in article 14.

In the case of litigation arising from the interpretation or execution hereof, the parties hereby decide that the matter must be settled under French law and exclusive competence is granted to Lille Commercial Court.