Terms of Service

The Solution, the Website, the Services and the Managed Services are managed by DataHawk Technologies, a French simplified joint-stock company, registered under number 850 405 739 with the Registry of Trade and Companies of Nanterre, whose head office is located at 6 rue des Bateliers 92110 Clichy, France (hereinafter referred to as: ‘DataHawk‘).

DataHawk can be contacted through any of the following channels:

Street Address: 6 rue des Bateliers 92110 Clichy, France

Email address: [email protected]

The Solution, Services, and if applicable, Managed Services can be accessed by:

• Any person having the full legal capacity to be bound by these General Terms and Conditions. Any person who does not have such full legal capacity may only access the Solution and the Services with the agreement of their legal representative.
• Any entity acting through a person having full legal capacity to contract for and on behalf of the entity.

The Solution, Services, and if applicable, Managed Services are designed and meant for professional use, so that they are intended exclusively for professionals within their activity.

These General Terms and Conditions of Use can be accepted by checking a checkbox in the subscription form. This acceptance can only be full and complete. Any qualified acceptance is considered null and void. Clients who do not accept to be bound by the General Terms and Conditions of Use must not use the Services.

Certain DataHawk services are provided to Clients free of charge (the ‘Free Plan,’ the ‘Freemium Plan’, the ‘Free Subscription,’ the ‘Free Offer,’ or the ‘Free Service’). Other DataHawk services require payment before Clients can access them (the ‘Paid Services,’ the ‘Paid Plans,’ the ‘Paid Offers’).

DataHawk’s offers are described on the Website and include the following:

• the Free Plan: Clients can use free versions of the Solution
• the Paid Plans: Clients can use paid versions of the Solution

In order to use the Services, Clients must register on the Website by selecting an offer and completing the subscription form (hereinafter referred to as the ‘Subscription Form‘). Clients must provide all information that is marked as being required. Incomplete registrations shall not be validated.

Registering automatically entails the opening of an account in the Client’s name (hereinafter referred to as the “Account“), giving the Client access to her own personal space (hereinafter referred to as the “Personal Space“) and the mailing of a confirmation email indicating the Client its connection ID. In any case, a confirmation will be sent by email to the Client, including the selected offer, the means of payment, and a link to these General Terms and Conditions.

According to the provisions set out in Article’ Term of the Services and subscription’, registered Clients start on the Free Plan and are automatically granted a free trial (hereinafter referred to as the ‘Free Trial‘) that gives them access to an Account together with one or more paid DataHawk Services described on the Website for 14 (fourteen) days, free-of-charge until the start date of the Paid Offer subscribed by the Client if he decides to select one or multiple Paid Plans. After the free trial period, clients who decide not to pick a Paid Plan are enrolled in the Free Plan.

For purposes of their registration, the Client shall provide to DataHawk a list of Users it has selected to access the Solution.
The Client is solely responsible for the truthfulness and the correctness of the information provided for the registration of the Users.
The registration of the Users takes effect when DataHawk notifies the Client by email of the validation of their accounts.
Upon this validation, Users are given access with their login and password to their own Personal Space, which shall enable them to use the Solution.
The Client shall ensure that the Users do not allow any third party to use the Solution on their behalf unless accepting full responsibility for the consequences. The Client is also solely responsible for keeping the Users’ connection ID and password confidential and shall take all measures it deems appropriate in a case such as this.
The Client undertakes to contact DataHawk without delay by any written means, including by email, in case it notices that the Users’ accounts have been used without knowledge. The Client acknowledges DataHawk’s right to take all measures it deems appropriate in such a case.

DataHawk shall provide the hosting of the data on secured servers in compliance with the best practices and safety rules of the profession. To this end, DataHawk shall make available to the Client the storage space capacity indicated in the Subscription Form corresponding to the offer selected by the Client. In case the storage space needed for the data exceeds this capacity, DataHawk shall promptly notify the Client.

Depending on the offer chosen by the Client, DataHawk provides data retention relating to:

• non-confidential data and insights on products
• non-confidential data and insights on keywords, markets, and competition
• the Client’s sales performance
• the Client’s advertising performance
• the activity and operations on the Client’s online eCommerce marketplaces

…captured by the Client via the Solution. The Client will access its historical data for a period of time depending on the offer chosen by the Client. Beyond this time, the data will not be available for the Client from the Solution and from DataHawk’s servers. If the Client wishes to increase this duration during the subscription, she may ask for it from DataHawk. This increase in the data retention period will be subject to a subscription upgrade as defined in the article’ Subscription upgrade or downgrade’ or to an additional cost and a quotation.

The Client is informed and agrees that DataHawk may collect, store, and use the Client’s generated data, including after termination of the Subscription and Services, to improve the Solution and the Services or to create and provide any new innovation or Service.

DataHawk shall make its best effort to ensure the optimal availability of its server infrastructure. Nevertheless, the Client expressly acknowledges and accepts that DataHawk reserves the right to interrupt access to the Solution and data momentarily for maintenance purposes. Given the complexity of the internet, the disparity in the capacity of the various subnetworks, the fluctuations in the number of users of the Solution at peak times, the various bottlenecks over which DataHawk has no control, the liability of DataHawk shall be limited to the running of its servers, the external limits of which are their points of connection. DataHawk shall not be held liable for (i) access speed to its servers, (ii) slowdowns that are external to its servers, and (iii) faulty transmissions caused by technical malfunctions or failures of these networks.

DataHawk grants to the Client a limited, personal, non-transferable, non-sublicensable, non-exclusive license to use the Solution. The license is granted for the sole purposes of the use of the Solution, for the Client’s own needs, and by the sole User(s) authorized by the Client. The right of use means the right to represent and implement the Solution in accordance with its purpose via a connection to a communications network. As a result, any other use of the Solution is prohibited.

The Client is strictly forbidden to:

• sell, transfer, or distribute in any way the Solution
• reproduce permanently or temporarily any part of the Solution, in whole or in part, by any means and in any form
• modify the Solution and / or merge all or part of the Solution into other computer programs
• remove, obscure or alter in any way any mention of ownership associated with the Solution
• compile the Solution, decompile, disassemble, translate, analyze, reverse engineer or attempt to do so, except to the extent permitted by law and in particular, Article L. 122-6-1 of the Intellectual Property Code
• use the Solution to develop a competing product
• use the Solution beyond the duration of the license
• and more generally, to perform any act of use or exploitation of the Solution not included in the license

The license shall come into force upon the date when the Users’ registrations are validated, pursuant to the provisions of article’ Access to the Solution‘.

The purpose of corrective maintenance is to correct, during the term of the Subscription, as defined in the article ‘Term of the Services, Subscription‘, all anomalies, being understood as a bug or a malfunction that may be found on the Solution and its new versions (hereinafter referred to as the ‘Anomalies‘) after the Users’ registration takes effect. The Client shall notify DataHawk any Anomaly via live chat available on the Solution or by email at the following contact address [email protected] attempting to give a maximum of useful information so that DataHawk may characterize the incident.

DataHawk shall then proceed to the diagnosis of the Anomaly, including verifying whether its origin is the Solution or not. DataHawk shall inform the Client by email or live chat available on the Solution of the results of this diagnosis in a timely manner. In case DataHawk finds that the origin of the Anomaly is not the Solution, it shall inform the Client without delay. Otherwise, it shall commit the necessary resources to correct the Anomaly as soon as practicable.

During the term of Subscription, as defined in the article ‘Term of the Services, Subscription‘, DataHawk shall make the Client benefit from all improvements of the functionalities of the Solution (hereinafter referred to as the ‘Updates‘). The nature and the frequency of these Updates shall be left at DataHawk’s own discretion. The Client expressly agrees that the Updates shall be performed automatically and without prior notice.

During the term of Subscription, as defined in article ‘Term of the Services, Subscription‘, DataHawk shall make the Client benefit from all changes to the Solution by adding new functionalities (hereinafter referred to as the ‘New Versions‘). The Client acknowledges and expressly agrees that it will be carried out either free of charge or for a fee and that in both cases, it may be made available to other DataHawk Clients.

In the last case, New Versions will be subject to a specific price. DataHawk will send the Client a quotation, which will be specified the terms of their realization, their price, and terms of payment. The Client will validate this quotation by sending a signed version to DataHawk.

Besides Anomalies and regarding any question in relation to the Solution, DataHawk provides technical support, which consists of assistance and advice. Such support can be provided through live chat available on the Solution or emails to DataHawk’s support service at the address: [email protected].
According to the requirements, DataHawk shall assess the time needed for answers and their nature and shall inform the Client of such assessment.

DataHawk offers to the Client an add-on service to the Solution and the Services called Managed Services. If the Client elects to use the Managed Services, it shall enter into an additional
agreement with DataHawk, detailing the conditions of provision of such Managed Services.

Users have access to statistics concerning the use of Services in a format and according to the technical means that DataHawk deems the most appropriate.

DataHawk reserves the right to propose any other Service that it deems useful, in a format and according to the technical means that it deems the most appropriate for providing the said Service.

Clients can unsubscribe from the Free Plan at any time by sending a request through its Account. The termination is effective immediately.

The Paid Services are accessible in the form of a subscription to a Paid Plan (hereinafter referred to as the “Subscription“). Subscription begins on the day of the payment by the Client, during or after the end of the Free Trial. Depending on the offer chosen by the Client, the Subscription may have a term of 1 (one) month or 1 (one) year (hereinafter referred to as the ‘Initial Period‘), from date to date.

It is then automatically renewed for successive periods of the same term as the Initial Period (hereinafter referred to, with the Initial Period, as the “Subscription Period(s)“), from date to date, unless notice of termination is given by either DataHawk or the Client as provided below.

Notice of termination is given by DataHawk or the Client at the latest :

• 2 working days before the term of the current Subscription Period, if the Initial Period has been subscribed for a duration of 1 month
• 2 months before the term of the current Subscription Period, in the Initial Period has been subscribed for a duration of 12 months.

Notice of termination is given

• By the Client: by email, sent to (to be completed);
• By DataHawk: by email, sent to the email address registered in the Client’s Account.

Subscription cancellation is effective upon the expiration of the last Subscription Period and causes the automatic end of the license and Services. Any started Subscription month/year is due in its entirety.

The prices of the offers are indicated on the Website. Unless otherwise stated, they are expressed in Dollars and are inclusive of taxes. DataHawk reserves the right, in its sole discretion and according to conditions that it deems appropriate, to propose promotional offers or price reductions.

The payment of the Subscription price is carried out:

• by direct debit from the Client’s bank card
• by wire transfer
• by PayPal.

The direct debit is implemented by Braintree (a PayPal company), the secured payment service provider that DataHawk entrusts with the storage of the Client’s bank data to this end. DataHawk doesn’t store any bank data.

The price of the Subscription is due, and the direct debit is carried out on the day of the beginning of the first Subscription, then:

• on the date of each Subscription renewal, if the Initial Period has been subscribed for a duration of 1 (one) month
• if the Initial Period has been subscribed for a duration of 12 (twelve) months depending on the offer chosen by the Client:
  • each year, in its entirety
  • monthly.

The Client guarantees to DataHawk that it has all the necessary authorizations to use the chosen payment mode. The Client undertakes to take all necessary measures to ensure safe carrying out of the direct debit.

7.3.1. The Client can upgrade or downgrade its Subscription at any time through its Personal Space.

The upgrade or downgrade applies upon the renewal of the Subscription Period. In the case of a Subscription downgrade, the Client loses some of the functionalities of the Solution attached.

7.3.2. The Client can change the billing cycles at any time through its Personal Space.

The price shall be revised upward or downward, according to the billing cycles chosen and in the proportion to the remaining duration of the subscription.

The prices provided on the Website may be revised by DataHawk at any time, at its sole discretion. The Client will be informed of this revision by DataHawk by any written means (including email), at least:

• 1 (one) week before the entry into force of the new prices, if the Subscription Period has been subscribed for a duration of 1 (one) month
• 2 (two) months before the entry into force of the new prices, if the Subscription Period has been subscribed for a duration of 12 (twelve) months.

When effective, the new prices apply upon the renewal of the Subscription. The Client who does not accept the new prices must cancel its Subscription according to the provisions set out in Article ‘Term of the Services and subscription‘. Clients who continue to use the Services after the entry into force of the new prices shall be deemed to have accepted them.

DataHawk shall issue invoices for the Services, for each Subscription Period. These invoices are available for download by the Client in its Personal Space.

Any payment delay of all or part of an amount at its due term shall automatically entail, without prejudice to the provisions set out in article ‘Sanction for breaches‘, and after prior formal notice by registered letter with acknowledgment of receipt, the contents of which have not been respected within a period of 15 (fifteen) days:

(i) Immediate suspension of this agreement until complete payment of all amounts due by the Client is received,

(ii) Invoicing by DataHawk of a late payment interest at the rate of 5 (five) times the legal interest rate, calculated on the total of all due amount that was not paid on time, as well as a lump sum of 40 (forty) dollars for costs recovery.

The Parties agree that this rate shall be calculated based on periods of one calendar month and that any month started shall be counted as a whole month.

Clients expressly acknowledge and accept that:

• Data collected on DataHawk’s Solution, its computer equipment, and on the Client’s Amazon account(s) (in case of provision of the Managed Services), attest to the reality of the transactions performed in the context of this agreement

• These data are the main means of acceptable proof between the parties, in particular for the calculation of amounts due to DataHawk.

Clients can access these data in their Accounts.

Without prejudice to other obligations provided for in this agreement, the Client undertakes to respect the following obligations.

• • 9.1. The Client undertakes to provide DataHawk with all documents, data, and information necessary for the appropriate fulfillment of DataHawk’s obligations under this agreement, and in particular an access and edit
    right to its Account to the Brand Manager in case of subscription to the
    Managed Services.

More generally, the Client undertakes to actively cooperate with DataHawk for the proper performance of this agreement and to keep DataHawk informed of any difficulty in such performance.

• 9.2. The Client acknowledges having read and understood the characteristics and constraints of the Solution and, if applicable, the Managed Services, having received from DataHawk all necessary guidance, instructions, and details to subscribe with full knowledge to this agreement, and being fully acquainted with the Solution and if applicable, Managed Services that it has, prior to this agreement, sufficiently spoken with DataHawk to ensure that the Solution and if applicable, Managed Services fulfils its expectations, needs and constraints.

• 9.3. The Client expressly acknowledges that the implementation of the Solution, and if applicable, Managed Services, as well as any communication with DataHawk including in the context of remote maintenance and support services, requires that it should be connected to the internet and that it is solely responsible for such connection.

• • 9.4. The Client is solely responsible for the use of the Solution by Users. The Client warrants that the Users shall not use the Solution for any illicit, non-compliant, or unauthorized purposes, including against all laws and regulations in force. The Client is therefore solely responsible for setting up procedures aimed at preventing and redressing the commission of such acts.

More generally, and without prejudice to DataHawk’s duty of advice (as stated per Article “Liability and guarantee of DataHawk”), the Client is solely responsible for business decisions that may have been made by the Users, or any other person belonging to the Client’s company, on the basis of (i) the data collected via the Solution and (ii) if applicable, the advice and recommendations provided by the Brand Manager in the context of the provision of the Managed Services.

• • 9.5. The Client undertakes not to allow access to the Solution to a number of Users exceeding the number indicated in the Subscription.

To this end, the Client acknowledges being informed that DataHawk reserves the right to monitor the access of the Solution by the Users and ensure that each account is used only by its sole User.

• 9.6. Clients acknowledge that the Solution and if applicable, Managed Services provides them with an additional solution, not an alternative solution, for increasing their eCommerce sales, optimizing their margins, and boosting their productivity, and that this solution cannot substitute other means that Clients may dispose of elsewhere to reach the same goal.

• 9.7. The Client is solely responsible for its relations with its clients, investors, and partners, as well as for the respect of its contractual commitments towards third parties. DataHawk should not be responsible for any difficulty that may arise in this context.

• 9.8. The Client must ensure that the management of Users, access privileges, and more generally, system settings shall be conducted professionally and that the User shall be a ‘person skilled in the art’ who will be placed under the Client’s sole responsibility.

Each Client agrees to defend, indemnify and hold DataHawk harmless from and against any claims, demands, actions and/or grievances whatsoever, that DataHawk could incur as a result of a breach by the Client in the question of any one of its obligations or guarantees under these General Terms and Conditions of Use.

Clients agree to compensate DataHawk for any prejudice that the latter could be subject to, and to pay any costs, liabilities, charges and / or convictions that the latter could incur, as a result of such a breach.

• 11.1. It is strictly prohibited to use the Services to the following ends:
  • Carrying out activities that are unlawful, fraudulent or infringe on the rights or the security of others,
  • Violating public order or any local policy or laws,
  • Hacking into the computer system of a third party or any activity aimed to harm, control, interfere or intercept all or part of a third party’s computer system, violating its integrity or its security,
  • Sending unsolicited emails and / or prospecting or commercial solicitation,
  • Tampering with the aim to improve referencing of another site,
  • Using the Website or Solution for the release of information or links to third party websites,
  • Assisting or inciting, in any manner or form whatsoever, the carrying out of one or several of the actions or activities described above,
  • And more generally, any action that uses the Solution or Services for any other purpose than that for which they were designed.

• 11.2. Clients are strictly prohibited from copying and / or using for their own purposes or those of a third party, the concept, technology or any other component of DataHawk’s Website and Solution.

• 11.3. The following is also strictly prohibited: (i) any behavior that would interrupt, suspend, slow down or prevent continuity of the Services, (ii) any hacking or attempts to hack into DataHawk’s IT systems, (iii) any hijacking of the Website’s or Solution’s system resources, (iv) any acts that would place a disproportionate load on the Website’s or Solution’s infrastructure, (v) any attempts to breach the Website’s or Solution’s security and authentication structures, (vi) any acts that could infringe on the rights and financial, commercial and moral interests of DataHawk or of the Users of its Solution and finally, more generally, (vii) any breach of these General Terms and Conditions of Use.

• 11.4. It is strictly prohibited to make money from, sell or concede all or part of one’s access to the Services or to the Solution or to the information that is hosted and / or shared on the Solution.

In the event of a breach by the Client of any of the provisions of these General Terms and Conditions of Use or more generally, of any infringement by the former of any laws and regulations in force, DataHawk reserves the right to take any measures it deems appropriate, effective 15 (fifteen) days after reception, by the Client, of a formal notice, sent by registered letter with acknowledgment of receipt and stating the intention to apply this clause, which remained ineffective, this without prejudice to any damages that could be claimed from the Client in breach, and in particular:

• to suspend and cancel the Subscription and the access to the Solution and the Services, and if applicable, Managed Services for any Client who has breached any provision or infringed any law or regulation, or who has participated in this breach or infringement
• to inform any relevant authorities
• to commence and prosecute any legal proceedings.

• 13.1. DataHawk shall fulfill its obligations under this agreement with diligence and in compliance with trade practice, specifying that it has an obligation to provide due care, but this without any obligation of result, and this is expressly acknowledged and agreed by Clients.

• • 13.2. DataHawk shall provide adequate personnel and assume a commitment to advise, inform, recommend and warn with regard to the Client.

In particular, DataHawk undertakes to inform the Client of any difficulty that may occur with regards to the implementation or the use of the Solution.

• • 13.3. DataHawk undertakes to set up adequate procedures in order to strengthen the security of the functioning of the Solution and to prevent any failure, intrusion or intrusion attempt by a malicious third party.

However, DataHawk should not be held responsible for any lack of vigilance or security by the Clients or Users in the preservation of their connection ID.

• • 13.4. DataHawk undertakes to keep strictly confidential all data collected through the Solution, under this agreement, and to take all appropriate measures to ensure their security and confidentiality.

The Client expressly acknowledges having reviewed said measures and considering they are sufficient to enable DataHawk to fulfill its above-mentioned obligations of security and confidentiality.

• 13.5. DataHawk undertakes that the integration and use of the Solution will not, in any way, alter the functioning of the Client’s online eCommerce marketplace.

• 13.6. DataHawk does not guarantee any business volume generated by the recommendations resulting from the use of the Solution, and eventually the Managed Services.

• 13.7. DataHawk certifies that it holds an insurance policy covering professional civil liability. DataHawk agrees to maintain this insurance policy in force for as long as any of its obligations under this agreement are applicable.

• 13.8. DataHawk shall not be held responsible if the Solution is ever momentarily difficult (or impossible) to access, the causes of these circumstances being outside DataHawk’s control, force majeure, or due to any disruption in the telecommunications network.

• • 13.9. DataHawk shall not be held liable for any delay arising from (i) late or defective transmission by the Client of data and information necessary for the implementation of the Solution or (ii) all defects for which DataHawk is not directly responsible.

DataHawk shall not be held responsible for any damage which is not incurred by a malfunction of the Solution, in particular all difficulties arising from the Client’s infrastructure, personnel, materials or software.

• 13.10. In any event, DataHawk shall not be held liable to the Client for the payment of damages of any kind, whether they be direct, materiel, commercial, financial or moral, for an amount exceeding the total amount invoiced by DataHawk in the six (6) months prior to the time the alleged damages occurred.

The systems, software, structures, infrastructures, databases, and content (text, images, graphics, music, logos, trademarks, databases, etc.) used by DataHawk on the Solution and the Website, are protected by all intellectual property rights, or rights for the creators of databases, in force. Any dismantling, decompilation, deciphering, extracting, reusing, copying, and, more generally, any reproduction, representation, publishing, or use of all or part of any of these items, without DataHawk’s authorization, is strictly prohibited and could lead to prosecution. The license does not grant the Client any intellectual property rights in the Solution, which remains the exclusive property of DataHawk.

DataHawk and the Client undertake, each on its own behalf, to comply with the laws and regulations that apply to personal data, including the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016) as from its entry into force, namely May 25th, 2018. DataHawk practices a policy of protection of personal data, the characteristics of which are detailed in the document “Privacy Policy “, which Clients are expressly invited to read.

DataHawk can in no way be held liable for the technical availability or unavailability of Internet sites or mobile applications operated by third parties (including its potential partners) which Clients would access through links on the Website. DataHawk shall not be liable for content, advertisements, products and / or services available on such third-party sites or mobile applications, and Users are hereby reminded that these sites are governed by their own terms and conditions of use.

DataHawk shall not be liable for any transactions conducted between Clients and any advertisers, professionals or salespersons (including its potential partners) to which Clients may be oriented through the Website and shall not take part in any disputes whatsoever with these third parties, particularly concerning the delivery of products and / or services, guarantees, declarations or any other obligations whatsoever to which these thirds parties may be bound.

Clients expressly authorize DataHawk to cite and use as appropriate reproduction of their trademark or logo as a customer reference, especially at events, in its business documents, and on its Internet site, in any form whatsoever.

DataHawk reserves the right to amend these General Terms and Conditions at any time. Clients shall be informed of these amendments through any pertinent channel. Any Client who does not agree with the amended General Terms and Conditions of Use must unsubscribe from the Services according to the provisions set out in Article ‘Term of the Services and subscription‘.

These amendments will apply upon the renewal of the Subscription Period of the Client. Clients who continue to use the Services after the entry into force of the amended terms and conditions shall be deemed to have accepted these amendments.

These General Terms and Conditions of Use are governed by French law. In the event of a dispute concerning the validity, interpretation and / or application of these General Terms and Conditions of Use, all parties agree that the courts of Paris shall be the only competent jurisdiction capable of judging the dispute, save conflicting mandatory rules of practice.