This agreement is entered into between:
Hereinafter referred to as "Newmips"
between any natural or legal person, by private or public law, that wishes to use the Application published by Newmips.
Hereinafter referred to as "the User".
Hereinafter collectively referred to as "the Parties".
Newmips has developed and marketed an application named Newmips.
Hereinafter referred to as "the Application".
This license agreement describes the conditions for the provision of the Application in SaaS (Software as a service) mode and the provision of any related services.
Newmips is a software publishing company that publishes computer systems development support tools.
It publishes the Newmips Application, a design and software production web platform.
The User has expressed their desire to gain access to the Application proposed by Newmips, to enable him to describe enterprise architecture (plateaus), automatically generate code from these plateaus and host generated applications with associated source code.
This application is hosted on OVH servers and accessed remotely via the Internet via the following address: www.newmips.com.
The Application is proposed to the User as an "SaaS" public offer (free) and as a private "SaaS" offer (paid), it being hereby specified that both offers have different features, which are described in this license.
In this context, the Parties have come together to agree to, via this license, the conditions of access to and use of the Application by the User.
To access the Application, the User has familiarised himself with the prerequisites, namely, that the Application requires access, by the User, to a telecommunications network.
The purpose of this agreement is to determine the supply and use terms of the Application proposed by Newmips to the User.
This agreement applies to both the public "SaaS" offer and the private "Saas" offer, unless otherwise specified in this license.
The User acknowledges having verified the adequacy of the Application to their needs and having received from Newmips all the information and advice required to subscribe to this undertaking with full knowledge of the facts.
The purpose of this agreement is to define the legal, technical and financial conditions under which Newmips commits with the User.
This license agreement, which may be supplemented by, if applicable, special terms and conditions and/or appendices proposed by Newmips, is applicable, to the exclusion of all other conditions, including those of the User, to any other order placed by the User with Newmips.
Newmips is a simplified joint stock company with a capital of 60,000.00 euros
Whose head office is located at: 19 avenue Charles et Emile Lestage - 33170 GRADIGNAN - FRANCE (Phone : +33 (0)9 83 55 11 05) and registered with the Registry of Commerce and Companies of BORDEAUX under number 804 065 753 - Represented by Mr Denis BLED, acting as President,
Newmips offers its Application in SaaS mode. Thus, the application is used remotely via the Internet and without specific installation on the User's computer system.
Newmips will strive to maintain access to the Application 24 hours a day, 7 days a week.
Newmips reserves the right to suspend access to the Application for any maintenance or improvement to ensure the proper operation of the Application.
Newmips shall inform the User beforehand, whenever possible.
In addition, the User acknowledges that fluctuations in bandwidth and the vagaries of the service provider may cause a break in access to the Application, beyond the control of Newmips.
The application is described at the following address: www.newmips.com.
The application offers several features, some are paid and some are free.
The User is informed that the free features and paid features are described and detailed on the Newmips website accessible at: www.newmips.com.
Newmips undertakes to exercise the due care and diligence required to provide a quality service in accordance with industry practices and the state of the art. Newmips is only bound by an obligation to use its best endeavours.
Newmips does not guarantee that the Application meets the specific needs of the User.
Newmips does not guarantee that the Application is free of defects or abnormalities.
In addition, Newmips does not provide any warranty to the User on the code generators made available through the Application, the generated code and the quality of the models made available to them as examples.
Newmips shall not be held responsible:
Any compensation owed by Newmips in case of service failure arising in relation to a fault on its part, shall be limited to the direct, personal and certain damage arising from the failure in question, expressly excluding any consequential damages such as, in particular, commercial loss, loss of orders, damage to brand image, any business disruption whatsoever, loss of profits or customers (e.g., inappropriate disclosure of confidential information about themselves as a result of malfunction or hacking of the system, action of a third party against the User, etc.).
In any case, the amount of damages and interest that could be put charged to Newmips, if its liability was incurred, will be limited to the amount of money actually paid by the User to Newmips for the period under review or billed to the User by Newmips or to the amount of money equal to the price of the service, for the share of services for which the liability of Newmips was incurred. Consideration shall be given for lowest amount of these sums.
Although Users' data is backed up every 24 hours, Newmips does not make any guarantees about data backup.
Now therefore, it is the User's responsibility to take all necessary measures to protect their data in case of loss or damage to the data entrusted, whatever the cause, including those not specifically covered herein.
Indeed, Newmips offers an application download module, which is the User's responsibility to use if they want to back up their data.
The User acknowledges that no provision of this agreement shall release him from the obligation to pay all amounts due to Newmips, under this license agreement.
It is recalled that in no event, shall Newmips be held liable for data installed and/or exploited and/or posted online by the User on the Application, including accidental destruction by human error by the Customer or Newmips.
The User acknowledges that he is fully aware that access to the Application and settings can be altered by improper handling on his part or on the part of Newmips, when changing servers, reinstalling a server's operating system, hardware failure of a hard drive and/or server, security incident or attempted unauthorised intrusion.
Pursuant to the basic rules of computer security, it is recalled that the User is obliged to take all necessary precautions to protect their own data and/or software by using remote, secure and duplicated backup.
Newmips cannot be held liable for lost data, regardless of the cause.
The User is reminded that Newmips offers Users a data export module, which is the User's responsibility to use if they want to back up their data.
Finally, the user is informed that these conditions for data retention are only applicable to the public "SaaS" offer proposed by Newmips. However, Newmips also proposes other conditions (such as "on premise" solutions). If he wishes to receive information about these other solutions, the User may contact Newmips by sending it an e-mail to the following address: firstname.lastname@example.org.
The User shall have the power, authority and capacity necessary for the conclusion and execution of the obligations set forth in this agreement.
The User agrees to provide accurate and complete personal information when registering for the Application. The User also undertakes to update his personal information whenever necessary. The User is responsible for the veracity and accuracy of the personal information he provides to Newmips.
Furthermore, it is agreed that Newmips may conduct all necessary preliminary inquiries to validate the User's registration and may also request the necessary supporting documentation.
The User shall choose usernames and access codes. He shall be personally responsible for these passwords and usernames by end users.
In general, the User shall assume responsibility for individual access to the Application.
He agrees to only allow access to the Application to authorised members of his staff or his own customers within the limits stipulated herein.
The User acknowledges that use, via the Internet, of the Application will be under his sole control and responsibility.
The User agrees to and is responsible for payment of the subscribed service on time.
The User agrees to use the Application in a way and for purposes that are strictly legal, in accordance with applicable laws.
In general, the User is responsible for the use of the Application. Now therefore, any processing, transmission, distribution or representation of information or data through the Application by the User, is carried out under his sole responsibility and in strict compliance with laws and regulations relating to the use of online services.
The User agrees not to use the Application with the intention of harming Newmips, other users of the Application or any third party.
He also agrees not to commit acts that may harm the proper operation of the Application and this, in particular, by improper use of the Application.
In addition, the User agrees to abide by the following rules:
The User, through his behaviour and the information he disseminates, undertakes not to infringe on the rights of third parties, including by:
Data that enable, through the creation of hyperlinks to websites or pages of third parties, violation of a provision above or, more generally, a legal provision, is prohibited.
The User agrees not to use the Application for purposes of piracy, not to download illegal files or sharing copyrighted files, not to make intrusions into computer systems or "hacking", not to spread viruses or programs intended to harm, not to distribute emails in an unlawful manner (Spam, etc.)
The User is responsible for the content he publishes and exchanges through the Application.
It is recalled that, under current legislation, Newmips is not subject to a general obligation to monitor the information made available by the User; however, Newmips may be required to send the User any notification or complaint reaching it concerning his actions in connection with the use of the Application, and to communicate personal information about the User and all or part of the data hosted by the User on Newmips's servers at the request of legal and/or administrative authorities, under the conditions laid down by law.
It is the User's responsibility to take all appropriate measures to protect his data from contamination by viruses circulating on the Internet.
Newmips reserves, to protect the integrity of its information systems, the ability to immediately stop, without notice, the service made available to the User. In addition, the User may not claim compensation for any resulting loss of data and/or disruptions in service, in such cases.
The data circulating on the Internet are likely to be diverted; communication by the User of confidential data is made at his own risk.
Provision of support to help deal with incidents is available to the User under the following terms:
Newmips is not responsible for maintenance in the following cases:
In addition, the User is informed that Newmips offers other support conditions. If he wishes to receive information about these other conditions, the User may contact Newmips by sending it an e-mail at the following address: email@example.com.
The User fills out the registration form available online and chooses a username and password. If the User forgets the username and password, they are sent by email to the address provided by the User upon registration, after an express request from him.
The User is reminded that he is responsible for keeping his personal information, especially his email address, up to date.
The account is activated immediately after his registration.
Newmips reserves the right to suspend or terminate any account that does not comply with this license agreement.
All paid offers (private "Saas" offers) and prices are shown on the website, at the following address: www.newmips.com.
These are expressed in EURO (excluding taxes that may apply).
Billing is done based on the number of Contents selected by the User, provided that one Content is defined as a plateau that can be created and distributed via the Application.
Following validation of the order by the User, and once payment has been made, the User can access the Application.
Following the receipt of payment for the order by Newmips, an invoice is automatically issued by Newmips and sent to the User by email.
Users may also access invoices in PDF format by accessing their account in the Application.
Payment is by credit card only.
In the event that the User has subscribed to the Application for an indefinite period, payment is made automatically and monthly by charging the credit card provided by the User.
In the event that the User has subscribed to the Application for a fixed period of one year, payment is made immediately when ordering.
In case of default and if the payment is rejected or cancelled, access to the Application's paid features (private "SaaS" offer) shall be suspended.
Failing regularisation of the payment by the User within 10 days from notification by Newmips, Newmips cannot guarantee that the User's data will be saved for more than 60 days after the notification.
Access to the Application's paid functions takes place following receipt by Newmips of payment for the User's order.
The computerised records stored in the computer systems of the company Newmips shall be considered as proof of communications, orders and payments between the parties.
The User has the choice of subscribing to the Application for:
Either party may terminate, by operation of law and without compensation, the agreement in case of force majeure persisting for more than thirty days.
In this case, the agreement is entered into for a period of one year, tacitly renewable, without the right to early cancellation.
At any time until the last day of the current agreement, the User may cancel the automatic renewal, by changing his account settings.
The cancellation shall take effect at the end of the agreement.
In this case, the User can access the Application until the last day of the agreement.
In any case, the User will not be entitled to any refund from Newmips of sums already paid.
In this case, the User has the option of terminating the agreement at any time by changing his account settings.
In this case, the User can access the Application until the last day of the paid month.
In accordance with article L121-84-2 of the Consumer Code, any request for termination of the agreement by the User will be effective the day following the date of receipt by Newmips of such a request.
In any case, the User will not be entitled to any refund from Newmips of sums already paid.
Newmips reserves the right to suspend access to the Application by the User if this access is a danger to the maintenance of security or the stability of Newmips's infrastructure. Wherever possible, Newmips shall inform the User in advance.
If necessary, Newmips reserves the right to suspend access to the Application to conduct a technical intervention to improve their operation or for maintenance.
Newmips reserves the right to terminate the User's Services in case of non-compliance with this license.
Termination of the agreement, regardless of the cause, obliges the User to take all measures for the recovery of his data, before the term of the agreement (export).
In the event of termination of the agreement, regardless of the cause, the User will no longer have access to his Content.
A request for reactivation of Content is possible in the case of subscription to a new agreement within a maximum of 60 days from the date of termination.
In the case of a request by the User to delete the Content, it is hereby stated that they can be restored - on request - within a maximum of 30 days from the request for deletion. After this time, the data cannot be recovered.
Newmips agrees to keep the User's information confidential and to not disclose it.
As part of the use of the Application, the User is informed that Newmips collects personal data concerning him, which are subject to automated processing in accordance with the Data Protection Act of 6 January 1978, for the purpose of managing the customer relationship and complying with legal and regulatory obligations.
This data has been declared to the CNIL under number 1820103
The User's personal data may be transmitted to technical service providers as part of the management of the Application, as well as judicial and/or administrative authorities in the framework of a legal requisition issued by a competent authority.
In accordance with the "informatique et libertés" law [Data Protection Act] of 6 January 1978, the User has the right to access and rectify the data concerning him. He may exercise this right and obtain communication of information about him by post to the following address: firstname.lastname@example.org.
The User remains solely and entirely responsible for the processing of personal data that he carries out on his own behalf and undertakes, as far as such data is concerned, to comply with all legal and regulatory requirements relating to data, files and freedoms, and, in particular, to carry out all appropriate preliminary formalities with the National Commission for Computing and Civil Liberties (C.N.I.L.).
The User is informed that Newmips uses the following cookies:
Cookies are saved for a period of one year.
Newmips is bound by professional secrecy and the obligation of discretion in all matters concerning the facts, information and decisions of which they become aware in the course of providing services.
Newmips informs the User that the data is hosted on servers located in the European Union.
User data is hosted by OVH, in secure data centres providing a level of security that complies with current standards.
The Application is the exclusive property of Newmips and cannot be used without its express permission.
Similarly, all editorial content, graphics style guide, logo, name, brand and Newmips's domain name are protected without limitation.
The User thus agrees not to infringe on Newmips's intellectual property rights and, as such, shall restrain from reproducing, representing, translating, modifying or broadcasting, even partially, any element protected by intellectual property rights, failing having had prior express permission.
Any representation, reproduction, redistribution, adaptation of the Application, even partial, for commercial or non-commercial purposes is strictly prohibited under penalty of prosecution.
The User is informed that the "Newmips" trademark has been filed for the European Union and the USA.
Now therefore, any reproduction of this trademark by the User that is not authorized by Newmips constitutes an act of infringement of registered trademarks liable to criminal and civil prosecution.
Hereunder, Newmips grants temporary, non-exclusive and non-transferable, use rights for its Application.
Use rights are granted to the User for his own needs.
Without written agreement, the User may not knowingly copy or allow others, including internally, to copy or reproduce the application in any form whatsoever.
It is also prohibited for the User to perform any re-specification of the Application, in particular, with a view to the creation of a derivative or similar Application.
Any transfer of this agreement requires prior written agreement from Newmips.
The Application allows the user to develop content, namely, models that can be created and disseminated through the Application (hereinafter referred to as "Content").
If the User chooses the private "SaaS" offer (paid), the Content that he disseminates is "private"; that means it is not accessible to other users of the Application.
If the User chooses the public "SaaS" offer (free), the Content that he disseminates is "public"; that means that any user of the Application can access, view and copy it, which the User acknowledges and accepts.
Now therefore, with regard to "public" Content, the User expressly agrees, as part of this agreement, to grant a license for the intellectual property rights belonging to him for the aforesaid Content.
Now therefore, by this agreement, the User declares to grant, on a non-exclusive basis, to Newmips, from acceptance hereof, the reproduction, representation and adaptation rights related to the Content it disseminates through the Application.
This license is agreed for the legal term of protection of copyright and throughout the world.
This license is entered into for exploitation in any media and, in particular, on digital media.
By this license, the User accepts and acknowledges that Newmips exploits the "public" Content and offers the aforesaid Content to Users of this Application via this license. The User therefore grants Newmips the right to sub-license.
The fact that Newmips does not avail itself, at a given time, of any of these provisions and/or tolerates a breach by the other party of the obligations contained in this license shall not be construed as amounting to a waiver by Newmips of the right to subsequently enforce any of the aforesaid conditions.
If any provision of this license will be held to be invalid or unenforceable for any reason, in particular, in application of a law, regulation or following a decision by a competent court that has become final, the remaining terms of this license will continue to be valid and shall retain their full force and scope.
In this case, the parties shall, as far as possible, replace the annulled provision with a valid provision that corresponds to the spirit and intent of this license.
Newmips reserves the right to appeal, under it own responsibility, to a subcontractor of its choice.
Newmips may include the User's name and/or logo in commercial documents, unless expressly refused by the User.
In case of dispute between the User and Newmips in the execution hereof, the parties shall endeavour to settle the dispute amicably, by using conventional mediation or any other alternative means of dispute resolution.
If the dispute remains unresolved, either party may then, after a period of ten days from the correspondence mentioned in the above paragraph, commence useful proceedings.
In case of dispute, jurisdiction is assigned to the Commercial Court of BORDEAUX (France), notwithstanding multiple respondents or proceedings against the guarantor, including emergency or protective measures requested under a summary application or appeal.
This agreement is governed by French law. It is thus, for the substantive rules as well as the rules of form, excluding, on the one hand, the rules of conflict provided for by French law, and, on the other hand, the provisions of French law that would be contrary to this Agreement.
The User declares to have read and expressly accepted this license.