CONDITIONS OF USE

LAST UPDATED: July 5, 2023

These terms and conditions (“terms”, “terms and conditions”) govern your relationship with the https://www.umiddle.com/ website (the “service”) operated by SASU Zak Ben Consulting (“us”, “we” and “our”).

BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE OUR SERVICES.

1. Services
   1.1 Marketplace

The Service may be used to establish Your own digital trading platform (the “Marketplace”) in accordance with the terms set forth in this Agreement and any applicable policies that we establish from time to time, as posted on the Service’s site at umiddle.com.

In the absence of prior agreement, the Service is hosted by Us and may have its own dedicated Internet domain (individually defined with You and provided by You). A separate agreement may stipulate that We will provide only certain elements of the Service, such as only the back-office of the Service, with a showcase site template customized by You. For the avoidance of doubt, in such a situation, our responsibility extends only to the operability and performance of the Service as provided by Us, and We expressly disclaim any responsibility for the products and/or services offered by You.

We make the Service available solely to assist you in creating the Marketplace. We do not manage the Marketplace in any way and take no responsibility for the business, transactions and activities conducted on the Marketplace. You are responsible for defining the theme, content, direction and business concept of the Marketplace. It is forbidden to use the Marketplace for illegal business, transactions and activities.In addition, you agree not to use the Service in any way that may be detrimental to Our reputation, or that may threaten the provision of the Service to other parties. These activities include, but are not limited to, any unauthorized load testing.

It is your responsibility to provide the necessary terms of use, terms of sale, other conditions and legally required documents (including, but not limited to, privacy policies) for the use of the Marketplace by its end users (collectively, the “Marketplace Terms”). It is imperative that the Marketplace Terms of Use are available to End Users at all times, and that End Users accept and abide by these Terms. You may define the precise terms of the Marketplace Terms of Use, but you are solely responsible for ensuring that such terms comply with all applicable laws, rules, regulations and the terms of this Agreement.

You are solely responsible and liable for the Marketplace and all business, transactions and activities conducted thereon. You are solely responsible for any content created or published on the Marketplace and understand that we have no control over such content. In furtherance of the foregoing, you are solely responsible for managing the Marketplace in accordance with all applicable laws, rules and regulations and the terms of this Agreement. We reserve the right to remove any content from the Marketplace or to temporarily suspend the Marketplace when necessary to remove content that does not comply with the terms of this Agreement.

It is your responsibility to ensure that personal data relating to end users of the Marketplace is collected and processed in compliance with all applicable laws. Any processing of personal data by Medialem SASU on your behalf will be governed by the data processing agreement between you and Medialem SASU, which agreement is incorporated by reference into this agreement here .

1.2 Modifications to the Service

The Service is based on the software platform developed by Us and will be subject to modifications as this platform evolves. We reserve the right to make changes to the Service or any portion thereof at any time. We will endeavor to notify you in advance of any significant changes that may adversely affect your use of the Service. If you do not wish to use the Service as modified, you may terminate your use of the Service and this Agreement effective as of the date such modifications to the Service become effective by notifying us of your intention to terminate prior to such date.

2. Fees and terms of payment

Costs may be associated with the use of the Service. All applicable charges for the use of the Service will be agreed individually between the Parties, based on Our current rates.

We reserve the right to adjust these rates. We will notify you of any change in charges for the Service at least sixty (60) days in advance. If You do not agree to any such change in charges, You may terminate this Agreement in accordance with Section 7 below.

Unless another arrangement has been agreed, any charges will be invoiced monthly in advance. For invoices issued separately, the payment period is fourteen (14) days from the invoice date.

All charges shown and all amounts to be paid are exclusive of VAT, sales taxes or other potentially applicable charges and taxes imposed by any governmental entity in connection with your use of the service. You are solely responsible for payment of such taxes and charges.

3. Performance of the Service

We undertake to carry out the task specified in Article 1, in accordance with the rules of the trade and in the best manner.

The Customer shall make available to Us all information that may contribute to the proper performance of the object of the present Contract. To this end, the Customer shall designate a privileged contact person to ensure dialogue during the various stages of the contracted assignment.

4. Delivery of the platform

Upon completion of the Services, Medialem SASU will deliver the Platform to the Customer and will convene the Customer in writing (email or registered letter with acknowledgement of receipt) to a meeting (physical or virtual) in order to ascertain the conformity of said delivery and the completion of the Services as provided for in the Contract (the Delivery). If the Customer fails to attend the meeting, the Delivery will be deemed to comply with the Customer’s requirements and implicitly accepted.

During the meeting, the Customer may indicate any reservations. In the event of reservations, Delivery will not be recorded until all “suspensive” reservations have been lifted.

Delivery will be declared by the Parties in accordance with the form attached in Appendix 1, within 24 hours of the Parties having established that all suspensive reservations have been lifted.

5. Maintenance services included

During a maintenance intervention, We can perform the following services:

Resolution of technical problems: We carry out an in-depth analysis of the anomalies detected and proceed to resolve them by implementing the necessary corrections. A qualified technical team is mobilized to diagnose and resolve technical problems, following troubleshooting protocols and applying appropriate solutions to restore the Platform’s proper operation.

Update management: We make sure to keep the Platform up to date by applying the latest versions of the software, plug-ins and components used. We evaluate available updates, taking into account improved functionality, security patches and optimized performance. Updates are planned to minimize disruption to users and ensure compatibility with existing functionality.

Data backup: We implement a system of regular backups of Platform data. Backups are carried out automatically and securely, with copies of data kept in secure locations. Data restoration procedures are also in place to ensure rapid recovery in the event of data loss or corruption.

• Daily marketplace backup.
• Weekly website backup.
• Restoration is possible in both cases on data less than one (1) month old.

Punctual and permanent monitoring: We set up monitoring tools to detect anomalies.

Technical support: We provide a technical support team to respond to the Customer’s questions and requests for assistance. Communication channels are established to enable the Customer to submit such requests. Technical support is available by telephone, e-mail or via a dedicated platform.

Management of security updates: We take care of updating the Platform’s security components to prevent potential vulnerabilities. This includes managing SSL certificates, configuring firewalls, applying security patches and monitoring emerging threats. Security updates are carried out regularly.

We are committed to resolving technical problems identified during maintenance, according to the severity of the bug.

Major bugs refer to any anomalies or malfunctions that hinder the overall proper functioning of the Platform, resulting in the inability to perform the following essential actions:
Registration and/or connection to the marketplace user area
The steps required to complete a transaction on the marketplace
Creation and publication of ads on the marketplace

Major bugs reported will be dealt with within two (2) hours of notification. We undertake to resolve these bugs within six (6) hours of their detection, or to implement a workaround in the event of a complex incident.
Minor bugs, which have a less critical impact on overall operation, will be dealt with within a maximum of seventy-two (72) hours from notification of the bug by the Customer. We will make every effort to resolve these minor bugs as quickly as possible, while respecting priorities and available resources.

Please note that the above-mentioned resolution times are indicative and may vary depending on the complexity of the bug and the availability of the resources required to resolve it. We will do our utmost to meet these deadlines and minimize disruption to the customer.

This maintenance contract ensures reactive and efficient handling of technical problems, with particular attention to major bugs requiring urgent resolution.

6. Intellectual property rights

In all cases, the Customer remains the owner of all information provided to Medialem SASU. This includes information of any nature and in any format (brand, logo, drawing, etc.). User data collected during registration belongs to the Customer and will not be used by Medialem SASU under any circumstances.

We undertake to transfer to the Customer the economic rights to the platform created as part of the Services performed in any Territory in France or abroad, including the rights of exploitation, representation, marketing and use. This implies the right to adapt, modify, translate, arrange, retouch or transform the website in order to allow its exploitation.

The Customer undertakes not to compete with Us by using all or part of the source code to create other websites and/or platforms for third parties.

7. Indemnification

You agree to indemnify, defend and hold harmless Medialem SASU, its affiliates, subsidiaries, directors, officers and employees (together, the “Indemnified Parties”) from and against any and all third party claims, and any and all related liabilities, losses and expenses (including indemnities, settlement amounts and reasonable legal fees) incurred against any Indemnified Party, arising out of, related to, or which may arise from your breach of the terms and conditions of this Agreement, or in connection with the Marketplace or any business, activity or transaction conducted or carried out on the Marketplace.

8. No Warranty, Limitation of Liability

Subject to the relevant service levels set out in sections 1 and 3, the service is provided on an “as is” basis, and your sole remedy for dissatisfaction with the service is to terminate this agreement in accordance with section 7 below. We make no warranties, express or implied, and expressly disclaim all warranties or conditions of availability, accuracy, non-infringement, merchantability and fitness for a particular purpose with respect to the Service.

In no event will We be liable for any consequential, special, indirect, exemplary or punitive damages (including, but not limited to, lost profits or damages resulting from a decrease or interruption in revenue or production), whether based on contract, tort or any other legal theory, even if We have been advised of the possibility of such damages.

Medialem SASU’s total liability under this Agreement is limited to the total amount you paid in monthly fees for the Service during the three-month period prior to the incident giving rise to the relevant claim.

Without limiting the foregoing, We shall not be liable for any failure or delay arising from conditions beyond its reasonable control, including, but not limited to: strikes or other labor conditions; fires, storms, severe weather and natural disasters; power, network or network connection outages; failures, breaches, delays or non-performance of cloud service providers or other suppliers in connection with the Service.

9. Termination

The Agreement shall remain in effect until terminated by either party as follows:

(i.) You have the right to terminate at any time any service or part of a service offered to you free of charge by notifying Medialem SASU in writing of your intention to terminate;

(ii.) Any offer subject to a fee may be terminated by you by notifying Medialem SASU of your intention to terminate in writing at least three (3) days prior to the end of the current billing period;

(iii.) Medialem SASU has the right to terminate this Agreement and all Services provided under this Agreement for its convenience, without any liability whatsoever, at any time by giving thirty (30) days prior written notice.

Either party shall have the right to terminate this Agreement for cause by written notice to the other party if the other party is in material breach of this Agreement and has not cured such breach within thirty (30) days after receipt of written notice detailing such breach.

In the event of termination of this Agreement for any reason:

(i.) Your right to use the Service will terminate immediately;

(ii.) Medialem SASU shall have the right to remove the Marketplace from the Service;

(iii.) Medialem SASU will retain any material provided by you or the end users of the Marketplace for a period of thirty (30) days, during which time you may request that Medialem SASU make such material available to you. After this period of thirty (30) days, Medialem SASU shall have the right to remove this material without incurring any liability. Medialem SASU reserves the right to invoice you for all reasonable costs incurred by making this material available.

If Medialem SASU terminates this Agreement for its own convenience in the middle of a subscription period for which you have paid fees in advance, or if you terminate this Agreement due to changes unilaterally imposed by Medialem SASU, Medialem SASU will reimburse you for all fees actually paid for the Service for the calendar months during which you cannot use the service due to the termination. The refund will be made only upon your request and on the condition that you provide Medialem SASU with your bank account information and any other information necessary to make the refund.

All sections of this agreement that are, by their nature, intended to survive the termination of this agreement, will do so.

10. Other provisions

10.1 Amendments to this Agreement

Medialem SASU has the right to amend the terms and conditions of this Agreement or the price list at any time by publishing the amended information and documents on umiddle.com and making every effort to inform you of such changes by e-mail, on umiddle.com or by any other means. If you do not wish to continue to use the Service under the modified agreement, you have the right to terminate this agreement to end on the effective date of the modifications, by notifying Us of your intention to terminate prior to such date. If you continue to use the Service after such changes, you agree to be bound by the modified Agreement. Any other changes to this Agreement must be in writing and signed by both parties.

10.2 Entire Agreement

This Agreement (together with any separate written agreement which refers to and incorporates these terms and conditions) constitutes the entire agreement between the Parties relating to the subject matter of this Agreement, and supersedes all prior proposals, whether oral or written, all prior negotiations and all other communications between the Parties relating to the subject matter of this Agreement.
For the avoidance of doubt, third party terms and conditions may apply to the Service or parts thereof if such third party services are used by You in connection with the Service. In such a case, the terms and conditions of such third parties shall apply only to such third party services.

10.3 Independent contractors

Nothing in this Agreement shall be construed as creating a partnership, agency, joint venture or any legal entity between You and Us. We are not acting as Your representative or agent with respect to the Marketplace. The relationship between You and Us is that of independent contractors.

For the avoidance of doubt, You may not make any commitment on behalf of Medialem SASU.

10.4 No waiver

Failure to require performance of any provision of this Agreement shall not affect either party’s right to require performance at any time thereafter. Further, the waiver of any breach or default of this Agreement shall not constitute a waiver of any subsequent breach or default, nor a waiver of the provision itself.

10.5 Severity

If any provision of this Agreement is found to be unenforceable or invalid, such provision shall be modified to reflect as nearly as possible the original intent of the parties. All other provisions of this Agreement shall remain in full force and effect.

10.6 Assignment

You may not transfer or assign this agreement, or any of your rights or obligations under this agreement, to any third party. However, Medialem SASU may transfer or assign this agreement, and any of its rights and obligations under this agreement, to an affiliate or third party at any time without notice to you.

10.7 Governing law, dispute resolution

These terms and conditions are governed by the laws of France and the European Union. Any dispute relating to these conditions or the services shall be brought before the courts located in France.

11. Contact information

If you have any questions about these Terms or the Services, please contact Us at contact@umiddle.com.

By using our services, you agree to these terms. If you do not agree to these terms, you may not use our services.

Thank you for reading our terms and conditions. We hope you enjoy using the services of Medialem SASU.