SCRIBENS API - TERMS OF USE

1. The company SCRIBENS ("SCRIBENS"), a French “Société à responsabilité limitée” (SARL) company incorporated under the laws of France, with a capital of € 100, registered in the MONTPELLIER Trade and Companies Register under number 841 985 633, having its registered office at 600, avenue du Pirée, 34000 MONTPELLIER, France, publishes and operates the website www.scribens.com (the "Website").

   Intra-community VAT number: FR87841985633

   SCRIBENS can be contacted at the contact points specified below :

   • Via postal mail : SCRIBENS, 650, avenue du Pirée, 34.000 MONTPELLIER.
   • Via e-mail to: [email protected]
   • Via telephone: +33 7 83 57 45 16 from Monday to Friday (working days) from 9am to 5.30pm, excluding public holidays.

   Publishing Director : Mr. Alban THIEBAUT.

   Hosting is provided by the company OVH Cloud, 2 rue Kellermann - 59100 Roubaix – France, +33 9 72 10 10 07.

   SCRIBEN’S Website offers users a free spelling and grammatical correction service and access to dictionaries, as well as a paying service allowing users to obtain a certain number of additional advantages (hereinafter the "Service").

   SCRIBENS also offers users an API (Application Programming Interface) allowing them to integrate into a website the spelling and grammar checker edited by SCRIBENS as part of the Service ("the SCRIBENS API"). In practice, the use of the API enables to add a dedicated button on the page of the website with a text box. By clicking on the button, the text is automatically corrected. The API offers the following functionalities : (i) the same correction functionality as the free version of the Service but more conveniently (since the words checked are automatically displayed while the text is modified), (ii) styling functionality, (iii) correction in French and English and (iv) a character verification limit of 100,000 characters instead of 7,000.

2. The use of the API is governed by these general terms of use (the "Terms").
3. Thus, the Terms, written in English, frame the contractual relationship between SCRIBENS and the users ("the Users") for the use of the API.

1. The API is intended for professional customers only. The User acknowledges that he/she is a legal entity or a natural person over the age of eighteen (18) or has reached the age of majority in his/her country of residence.

   The User also acknowledges that he/she has the necessary skills and equipment to use the API.

2. The User undertakes to comply with these Terms.
3. Any use of the API not compliant with the Terms is prohibited.
4. Subscription and access to the API are strictly subject to prior acceptance of these Terms, without restriction nor reserve.

1. Since the API is available on the Internet, the User must have an Internet connection to access to it. The User has to bear all costs for telephone and Internet access. Moreover, the User must have up-to-date hardware and software equipment (browser, operating system, software, internet connection ...) enabling him/her to access and to operate the website intended to integrate the API.
2. The current version of the API supports three types of text boxes, namely: simple text box, CKEditor 5 text boxes and TinyMce (versions 5 and 6) text boxes. The User is hereby informed that any integration of the API into a website which does not use the aforementioned tools is not guaranteed and is made under the User's own liability. SCRIBENS cannot be held responsible for technical failures resulting from such integration.
3. Generally, the use of the API must not violate national and international laws and regulations.
4. The User undertakes to strictly respect the rights of SCRIBENS to the API.
5. IMPORTANT WARNINGS :

   The use of the API is strictly reserved for integration into websites other than websites offering spelling or grammatical correction services. In fact, the API should only be used as an accessory in websites with a different purpose. By subscribing to the use of the API, the User therefore formally refrains from using the API to offer spelling or grammatical correction services as a main service and for purposes other than the accessory of different services.

   Failure to comply with these provisions, which are absolutely essential to preserve SCRIBENS' rights to the Service, will authorize SCRIBENS to immediately suspend the provision of the API to the offender, without any refund nor compensation.

6. SCRIBENS grants the User a private, non-transferable, non-collective and non-exclusive right to use the API. As a consequence, the User may not reproduce, modify, alter, transform or arrange, broadcast, publish, distribute, license, transfer or otherwise make available to a third party all or part of the API on any medium and by any means, except with the express authorization SCRIBENS or of the holders of the rights on the concerned element.
7. In particular, the User commit:
   • Not to reverse engineer, derive, disassemble or decompile the API or translate it into other foreign languages or computer languages and generally reconstruct, reproduce or transpose its functionalities.
   • Not to misappropriate or make commercial use of the API without the prior written consent of SCRIBENS.
   • Not to disrupt the operation of the API.
   • Not to use the API in an abusive, excessive or otherwise inappropriate or harmful manner.
   • Not to engage in or encourage any behaviour that would adversely affect or reflect negatively on SCRIBENS, the API or the Service.

   If the User does not comply with these rules, he/she likely to engage his/her civil and criminal liability, in particular on the legal basis of intellectual property rights infringement.

1. Rules for creation

   In order to access the API, the User must create an Account.

   1. The Account is a user account made available to the User through a login and a password. The Account can be created from the API page on the Website (https://www.scribens.com#API).
   2. The Account remains the ownership of SCRIBENS. The User only has the right to access the API through the Account made available to him/her.
   3. To create an Account, the User will have to enter the following information:
      • Username (name of the entity)
      • Email address
      • Password
   4. When creating an Account, personal data must be accurate, verifiable, full and up-to-date and a valid personal email address must be provided.

      If the User’s data change, the User must notify SCRIBENS so that the data are always full, accurate and up-to-date. The User’s data must be full, accurate and up-to-date until the Account is closed.

   5. The username must correspond a pronounceable word; not refer to a political orientation, ethnicity, community or religion; not be vulgar or insulting; not have sexual or pornographic connotations; not be similar or imitate a registered trademark; not refer to a narcotic product or any other entity prohibited by law; not be spelled alternately in order to circumvent the above mentioned rules imposed above.
   6. SCRIBENS reserves the right to refuse to create an Account for any person who would not meet the conditions for creating such an Account or to suspend, and even delete, the Account of a person who would no longer meets these conditions.
   7. The closure of the Account is possible at any time at the User’s initiative through his/her Account. The User will receive an email confirming the closure of his Account at the email address provided in the Account. The Account may also be closed at SCRIBENS’s initiative in the event of (i) a breach of these Terms by the User (ii) a non-compliant use of the API or of the Service by the User, (iii) a dispute with SCRIBENS, (iv) inactivity of the Account for an uninterrupted period of 3 years.
2. Use

   The User will be able to use the identifier (login) and the password provided while creating the Account to get onto his/her Account later on.

   Once his/her Account is created, the User can consult or modify data in his/her Account, including his/her personal data (except for his/her identifier).

   The User can also consult his/her subscription history and download his/her invoices. The User will also be able to check the number of remaining characters available to him/her for the use of the API.

3. Liability / Account Security
   1. Security

      To ensure the security of his/her Account, the User commits notably:

      • Not to conceal his/her identity or use the identity of a third party to create an Account;
      • Not to allow access to his/her Account to a third party. Any loan, sharing, exchange, donation, purchase, transfer or sale of an Account shall not be enforced against SCRIBENS;
      • To take all measures to prevent a third party from accessing the Account activated by the User, even without the User's knowledge;
      • Not to use or, misuse a third party’s Account;
      • Not to communicate his/her login;
      • To use a personal email address and not to share this email address.

      The User agrees to immediately inform SCRIBENS in the event of loss, theft, forgetfulness, or suspicion of loss or theft of his/her login and/or password. The User also agrees to inform SCRIBENS immediately after discovery of any unauthorized use of his/her Account by a third party.

   2. Liability
      1. The security of the User’s Account is under the User’s sole responsibility and SCRIBENS shall not be liable for any damage to the User’s Account or to the User's computer resulting from the loss or sharing of the User's Account login data.
      2. The User acknowledges that he/she, and not SCRIBENS, is responsible for all actions taken with his/her Account and that he/she must use the Account and/or the Service in accordance with the law. In particular, all uses of the User’s Account are presumed to have been made by the User, whether or not he/she has authorized such access or use.

1. The installation of the API is not possible if the User has not previously created an Account.
2. Instructions on installing the API are available at the following link: https://www.scribens.com#API or under the heading "My Account" -> Installation Instructions. The installation procedure may differ depending on the three types of text boxes.

1. Free trial version

   Once the Account is created, the API allows the User to use free verification functions for the first 50,000 characters. Once this limit has been reached, the spelling and grammar check function will no longer be available, unless the User purchases a batch (or package) of characters under the conditions as set forth in Article 6.2 below.

2. Procedure for purchasing batches (or packages) of characters
   1. Each batch allows the use of the verification service via the API for 10 million characters. The batches can be purchased in advance and can be accumulated. They are acquired definitively by the User who may not claim any refund in the event that they are not used.
   2. To purchase a batch, the User must follow the following procedure:
      • Log in to his/her personal Account.
      • Select the quantity of the batches he/she wishes to purchase; being specified that the User has the possibility to modify at any time the selected subscription.
      • A summary then appears indicating the quantity of batches purchased, the corresponding number of characters available for the use of the API, and the cost of the batches including VAT.
      • If the User is satisfied with this summary, the User can definitively validate the purchase by clicking on "Proceed to payment" after having accepted these Terms and SCRIBENS’ Privacy Policy. This validation obliges the User to proceed with payment.
      • The User will then be redirected to the payment page (see below for payment details).
      • Once the payment has been validated, a confirmation e-mail with the details of the order will be sent to the email address provided while creating the Account. This email contains a summary of the order, the first invoice as well as a copy of the applicable Terms at the date of purchase. It is recommended that the User keeps a copy on paper or electronic format.

      All recorded data and the confirmation sent by SCRIBENS constitute proof of all transactions between SCRIBENS and the User and constitute in particular proof of the date, the nature and the content of the order.

3. Character count

   The counting of characters is done according to the following rules:

   • Initial text check: The number of characters is the total number of characters in the initial text, including line breaks.
   • Replacement of an incorrect word by a solution: if this is the last incorrect word of the sentence, the number of characters corresponds to the total number of characters of the concerned paragraph. Otherwise, the number of characters is zero, since the sentence is not checked again.
   • Other modifications to a paragraph (cutting, pasting, adding, deleting one or more characters): the number of characters corresponds to the total number of characters in the paragraph.
   • Adding one or more paragraphs: the number of characters corresponds to the total number of characters in these paragraphs. If the text is added from a paragraph, the number of characters in the paragraph is counted in addition.
   • Deleting one or more paragraphs: the number of characters does not include the deleted paragraphs. Only the number of characters in the paragraph where the deletion took place is counted.

   The User is therefore expressly advised that the characters are counted every time a text is sent to the server and that all characters of this sending are taken into account, and not only the characters of the initial text in case of additions, modifications or deletions.

1. The purchase price of the batches is indicated on the Website www.scribens.com in euros and all taxes included.
2. SCRIBENS reserves the right to modify the price of its batches. The purchase price of the batches is the applicable price at the date of the order.
3. For each purchase of a batch, an invoice is sent at the email address provided while creating the Account. The User can also download his/her invoices from his/her Account.
4. Batches are credited on the User's Account only after having been effectively paid for in accordance with the conditions of Article 8 below.

1. All payments made on the Website are secured.
2. SCRIBENS does not keep any banking details.
3. The User acknowledges that all payments he/she makes, for himself/herself or for any person he/she represents, are made with the authorization of the holder of the means of payment used, if not, SCRIBENS will take any sanctions it deems necessary.

1. SCRIBENS will make its best efforts to ensure the proper functioning of the API 24h/27, 7days/7. In this respect, SCRIBENS is only bound by an obligation of means.

   However, SCRIBENS reserves the right to make any changes and improvements to the API that it deems appropriate as a result of technical developments.

2. Thus, for reasons of maintenance, security, testing, repair or any other nature related to the improvement and operation of the API, the use of the API may be temporarily interrupted by SCRIBENS, without prior notice. SCRIBENS will decide whether or not to compensate the User in the event of interruption of the API.

   The User is informed of these limitations and releases SCRIBENS from all liability in this regard and thereby waives any and all claim and/or proceedings against SCRIBENS.

3. SCRIBENS cannot be held liable in cases of force majeure as provided for by law or in the event of non-performance or improper performance of the API which is not directly attributable to SCRIBENS but which could, in particular, be caused by the User or a third party.
4. SCRIBENS reserves the right to definitively interrupt, without compensation, the API for any reason whatsoever. The User will be notified by any means. Any definitive closure of the API will be notified to the e-mail address provided in the User's Account with a reasonable notice. In this case, the User will, if necessary, be refunded for the characters not yet used, at their purchase value.
5. SCRIBENS strives to ensure the compatibility, improvement and stability of its API. In this respect, SCRIBENS is only bound by an obligation of means.

   In general, the User acknowledges and agrees that:

   • The API is provided "as is";
   • The use of the API is under the User’s full responsibility and risk. For Users who are minors, the responsibility lies with their legal representatives;
   • SCRIBENS disclaims any and all liability in the event of use of the API that does not comply with these Terms. SCRIBENS shall not be held liable for any direct or indirect damage, loss of data or profits, which may arise from the use or non-use of the API, from negligence or from any other reason associated with the API.
6. SCRIBENS shall in no event be held liable for malfunctions in access to the API, for the speed at which texts are sent and the corrections are received, or for the temporary or permanent non-operation of the API.

   In this respect, by integrating the SCRIBENS API into his/her website, the User shall accept the consequences of any malfunctioning of the API facing its own users and partners, whether or not such malfunctioning is attributable to SCRIBENS.

7. In general, SCRIBENS cannot be held liable if the User is unable to access all or part of the API due to any technical defect or problem, including but not limited to:
   • network congestion,
   • a failure of the Internet service providers,
   • an incompatibility with certain equipment and/or functionalities of his/her computer equipment,
   • a human or electric error,
   • any malicious intervention,
   • a failure and/or congestion of telephone connections,
   • any software or hardware malfunctions.
8. The User guarantees SCRIBENS against any request, claim and/or court conviction for damages that SCRIBENS may be threatened with or subject to, and/or that may be pronounced against SCRIBENS, if the cause, basis or origin of such request, claims and/or court conviction is the violation by the User of these Terms, of the legislative and regulatory provisions in force, or if they result directly or indirectly from the User’s actions or from the users/partners of the User’s actions deriving from the malfunctioning of the website on which the User may have integrated the API under its own responsibility.
9. The User acknowledges and accepts that the malfunctioning of the API or the impossibility of using the API for reasons other than repair or maintenance operations (Article 9.2 above), allows the User to claim compensation from SCRIBENS only in case of an interruption of more than one hour. In any case, in the event that SCRIBENS’s liability is incurred in connection with the provision of the API, SCRIBENS’s liability, for any ground whatsoever, may not exceed the value of a batch.

As part of the use of the API, SCRIBENS may collect and process User’s personal data. This is particularly the case when a User creates an Account or makes a purchase.

SCRIBENS undertakes to collect and process the personal data of Users in accordance with the applicable regulation, in particular the European Regulation No. 2016/679 of 27 April 2016, referred to as the “General Data Protection Regulation” or “GDPR”, and the amended French Data Protection Law n°78-17 of 6 January 1978 (Loi Informatique et Libertés).

For more information about personal data collection and processing by SCRIBENS, the User may consult SCRIBENS’ Privacy Policy (https://www.scribens.com/documents/privacy_policy.html).

1. The API is protected by French and international copyright and intellectual property laws and belongs to SCRIBENS. The use of the API must therefore strictly comply with the limitations and prohibitions as set forth in Article 3.
2. The User is informed that SCRIBENS reserves the right to block access to the API in the event of any breach by the User of the rules governing the use of the API or of any infringement of rights relating to the API.

However, any legislative or regulatory provisions that would make it necessary to modify all or part of these Terms will be applicable as of their effective date.

SCRIBENS' customer service can be contacted using the details mentioned in Article 1.1 hereof.

1. In the event of a breach by the User of one or more of the provisions of these Terms, SCRIBENS reserves the right to terminate or restrict, without prior notice and at its sole discretion, the use and access to the API and the associated Account, without any compensation.
2. SCRIBENS and/or its assignees may take appropriate sanctions, including civil and criminal proceedings against the offender.
3. SCRIBENS may thus terminate the license to use the API with or without prior warning and with or without prior notice and initiate any legal proceedings in the event of non-compliance by the User with the rules set out in the Terms and in particular in the event of:
   • Non-compliance with the conditions of access and use of the API;
   • Default of payment;
   • Fraudulent payment;
   • Failure to perform any of the User’s obligations hereunder;
   • Untruthful or false information provided during the User’s registration;
   • Violation or alleged violation of intellectual property rights in the API, the Service and its content;
   • Fraud or suspected fraud in the use of the API and/or the Service.

1. The entire Terms shall be governed by and construed in accordance with French law, unless more favourable terms are provided by the laws of the User’s country of residence.
2. If any term or condition of the Terms is determined to be illegal, invalid or unenforceable under any national law, such term or condition shall be deemed deleted without prejudice to the enforceability of the remaining provisions.