Purpose and Scope

These General Terms and Conditions of Sale (hereinafter referred to as "GTC") are intended to define the terms under which the publisher SnatchBoard SAS (under the brand Armada, hereinafter "Armada") provides its Clients (hereinafter referred to as "the Client") with a software service designed to facilitate the online publication of advertising creatives and to analyze their performance (hereinafter "the SaaS"). The GTC apply to all services provided by Armada in this context.

Order - Acceptance of the GTC

The Client acknowledges having received all the information necessary for the evaluation and use of the SaaS prior to placing an order.

The Client's Order is recorded after payment via the Stripe platform, according to the durations and volumes set out in the Annex.

Payment implies full and unconditional acceptance of these GTC by the Client, to the exclusion of any other document. No special conditions shall prevail over these GTC unless expressly agreed in writing by Armada.

Provision of Service - Availability

The SaaS is delivered as a personal, non-exclusive, non-transferable license and access to an online software platform, the exclusive property of Armada.

The Client acknowledges that Armada alone is responsible for the development of the software and that the SaaS made available in the version available at the time of payment meets their needs.

Armada uses all necessary means to ensure optimal availability of the SaaS. However, Armada cannot guarantee the availability of third-party platforms and media on which advertising creatives are to be published.

Where possible, Armada will inform the Client of any errors caused by a failure of the third-party service.

Intellectual Property - Quiet Enjoyment

Armada retains full intellectual property rights to the software and only grants the Client a right of use, as defined in the section "Order - Acceptance of the GTC" and its Annex.

Armada guarantees the Client quiet enjoyment of the SaaS for the duration of the contract, subject to the Client's compliance with its contractual obligations.

To this end, Armada declares that it holds all the rights, titles, licenses, authorizations, or permissions necessary to provide the SaaS, and guarantees that it does not infringe on any third-party intellectual property rights.

Armada undertakes to fully indemnify the Client against any claim, action, or proceeding brought by a third party on the basis of intellectual property rights.

In the event of such a claim, Armada may, at its sole discretion and expense:

obtain for the Client the right to continue using the Service;
replace or modify the SaaS in order to eliminate the alleged infringement, while maintaining equivalent functionality;
or, if none of the above options are reasonably possible, terminate the affected license with reasonable notice and refund prepaid and unused amounts.

In return, the Client undertakes to promptly inform Armada of any action or threat of action of which they become aware, to provide all reasonable assistance necessary to defend Armada's interests, and to settle only with Armada's prior written consent.

Client Obligations

The Client shall indemnify Armada against any action intended to compromise the SaaS, whether through adding or modifying code, sharing access codes with unauthorized third parties, abnormal use of the software, or any other nuisance or negligence.

The Client shall indemnify Armada against any complaint or action arising from the content of advertising creatives, or more generally from their dissemination.

In particular, the Client guarantees that they hold all intellectual property and industrial rights, as well as personality rights, necessary to disseminate the advertising creatives, for the entire duration and in all territories of such dissemination.

The Client shall also be responsible for any claim or action brought by any individual or legal entity claiming a right or alleging harm caused by the dissemination of advertising creatives, on any grounds whatsoever.

Warranty

Armada warrants to the Client that the SaaS complies with the demonstrations and presentations provided, and that its functionalities correspond to the scope defined in the section "Order - Acceptance of the GTC" and its Annex.

Armada does not warrant:

the absence of anomalies, errors, or bugs
uninterrupted use of the service
the absence of loss or corruption of content uploaded into the software

However, Armada will use reasonable means to remedy such defects as quickly as possible.

Liability

Armada shall not be held liable for:

the content used
the Client's rights and obligations towards third parties, in particular the platforms and media used by Armada to publish advertising creatives
the inadequacy of the SaaS to meet the Client's needs
the incompatibility of the SaaS with third-party services or software

Any indirect liability is also excluded.

Price - Invoicing - Payment

The price of the SaaS and any associated services is set out in the section "Order - Acceptance of the GTC" and its Annex. The prices of the various options may be modified at Armada's discretion; only the date of signature of the Client's Order guarantees the mentioned price.

Any request for additional functionality, scope changes, or increased volumes will be subject to a new proposal, governed by these GTC.

Billing occurs upon the Client's Order, for the relevant period, payable in advance.

Only payment for the relevant scope, at the time of the initial order or renewal, guarantees access to the service.

Termination

The Client may only terminate the SaaS subscription at the end of the commitment period, by written notice sent via email, standard mail, or registered mail at least 30 days before its expiration. Without termination within this period, the subscription shall be deemed tacitly renewed for the same duration as the previous subscription.

Armada may unilaterally terminate the license in the event of a breach by the Client of its obligations, after written notice by email, standard mail, or registered mail remains unremedied after 10 business days.

Publicity and Promotion

Armada may, during events, on its website, on its social networks, or other commercial media, refer to the services provided to the Client.

General Provisions

This document supersedes and cancels any prior documents or oral/written communications, except for the Order. Its provisions prevail over equivalent provisions in the Client's legal documents.
If any clause of this document is found invalid, the remaining clauses shall remain valid and enforceable as independent provisions.
Any notification concerning the application of these GTC must be sent to legal@armadagrowth.com
These GTC are governed by and interpreted in accordance with French law.
In case of a dispute relating to the interpretation or performance of the contract, the parties agree to seek an amicable solution. Failing mediation, the dispute shall be brought before the Commercial Court of Aix-en-Provence, which shall have exclusive jurisdiction, including in summary proceedings, warranty claims, or cases involving multiple defendants.

Annex: Correspondence between the amount paid on the Stripe platform and the services

Payment of €99: subscription to the Start plan for one month with a volume of 100 Ad Uploads and Email support with a guaranteed response within 24 business hours*.
Payment of €399: subscription to the Grow plan for one month with a volume of 500 Ad Uploads and Email support with a guaranteed response within 4 business hours*.
Payment of €1299: subscription to the Scale plan for one month with a volume of 2000 Ad Uploads and Email & Phone support with a guaranteed response within 2 business hours*, with priority handling.
Payment of €990: subscription to the Start plan for one year with a volume of 1200 Ad Uploads and Email support with a guaranteed response within 24 business hours*.
Payment of €3990: subscription to the Grow plan for one year with a volume of 5000 Ad Uploads and Email support with a guaranteed response within 4 business hours*.
Payment of €12999: subscription to the Scale plan for one year with a volume of 20000 Ad Uploads and Email & Phone support with a guaranteed response within 2 business hours*, with priority handling.

Any Ad Upload exceeding the volume included in the subscribed plan will be billed in increments of 100 at a rate of €199 per 100 Ad Uploads.

*business hours