TERMS OF SERVICE

1. Definitions
Client: designates any physical person over the age of majority or a moral person who consents to an offer/a subscription to access the Website and Software in the framework of an audio-visual Project with a team management, as defined hereinafter.

Personal Account: designates the set of personal data related to a Client or a User, including but not limited to his Logins which are necessary to access the services provided by the Website/Software.

Logins: designate the name, surname, email address, password or confidential code chosen by the Client or the User allowing them to access the Website/Software through their Personal Account.

Registration: designates the online registration procedure that must be carried out by the Client or the User in order to access the Website’s and Software’s services.

Software: designates CROOGLOO’s software made available by 8810931 CANADA INC to the Client, which can authorize one of several User(s) to access the software. The software can be accessed on the internet or on the mobile application named “CROOGLOO” whose purpose is to facilitate the team work and management of audio-visual Projects (as this term is defined hereinafter), such as movies, TV-series, documentaries etc.

Trial period: designates the period of time during which the Client and the authorized Users can use the Website and Software for free, once they have followed the registration procedure.

Project: designates every pre-production or audio-visual production, and more generally, every audio-visual project of a Client.

Website: designates CROOGLOO’s website accessible from the link https://CROOGLOO.com/ and/or https://MYCROOGLOO.com/ and/or https://DEV.MYCROOGLOO.COM including all the services provided by CROOGLOO and the Software accessible on the internet or on the mobile application named “CROOGLOO”.

User: designates a physical person over the age of majority or a moral person, authorized by the Client to access the Website and/or Software in the framework of a Project. This User holds a Personal Account on the Website/Software. It is stated that the User is authorized by the Client to access and use the Website/Software, but does not subscribe to them.

Recipient: designates a physical person over the age of majority or a moral personal who can access to some documents related to a Project (in an email or by downloading) without holding a Personal Account. The Recipient does not have access to any other functionalities of the Website/Software.

2.Object
8810931 CANADA INC. offers access to its software called “CROOGLOO” which allows Clients to manage its productions and projects by using a browser (the Software).

The purpose of these Conditions is to set the terms in which the Software developed by 8810931 CANADA INC is made available to the Client.

These Conditions apply to each User authorized by the Client to access the Website and/or the Software.

Any access to the Website and/or any use of the Software requires the acceptance and the unconditional compliance with these Conditions.

At any time, CROOGLOO can unilaterally decide to modify, without prior notice, the Conditions in order to comply with any new regulation or jurisprudence, or in order to adapt its services to technical and editorial evolutions.

When a Client/a User continues to use CROOGLOO’s services after the modification of these General Terms and Conditions of Sale and Use, these persons will be considered to have accepted these modifications.

The version which is accessible online prevails.

It is however specified that the version applicable to the subscription of a Client and its Users is the version which was into force at the date of the subscription. Each new subscription leads the acceptance of these Conditions.

CROOGLOO offers different types of paid subscriptions and also complementary services to these subscriptions.

These offers may evolve at CROOGLOO’s discretion. In such case, the new offers shall not automatically apply to the Clients whose subscriptions were concluded before the date of the modifications.

These Conditions apply to any offer and service provided by CROOGLOO.

3.
In order to subscribe to the services provided by the Website, including the Software edited by CROOGLOO, the Client must select from the Website. CROOGLOO will ask the Client to provide some information required to open a Personal Account. Then, CROOGLOO will create the Client’s Personal Account and send a confirmation of this creation by email.

The Client will have access to a Personal Account with Login and accordingly to the instructions provided by CROOGLOO.

As usually required by security rules, the Login, and especially the password, are chosen by the person who holds the Personal Account.

Upon request from the Clients, CROOGLOO can set-up a specific password policy. In this case, the rules specifically set up for the Client will be adopted in writing and applied.

It is stated that the Clients and the Users can modify their password at any time, by following the procedures specified on the Website/Software.

Once registered and after the subscription to one of our paid subscription, the Client can give access to one or several Users to the Website and/or to the Software, in respect with the terms indicated on the Website/Software. The authorized Users must at least provide the mandatory information required to register and create a Personal Account. The Users can also register via an account managed by an accepted SSO authentication provider).

The Users create their Personal Account directly on the Website/Software without the intermediary of CROOGLOO. The Users can access their Personal Account by using their Logins or an accepted SSO authentication provider. The information provided by the Users must be complete, local and updated.

The Users expressly acknowledge and agree that the Clients may require from them to create a Personal Account on the Website/Software via an accepted SSO authentication provider.

If the Client deletes the option for the Users to connect via the SSO service, the Users would be prevented from accessing the Project concerned from their Personal Account.
With the subscription, the Client accesses the Website and/or the Software as part of the one and only Project mentioned by the Client during the subscription procedure.

If the Client wants to access the Website and/or the Software for several Projects, they must subscribe to one specific offer for each Project, except for special offers, combined offers or separate commercial offers which allow the Client and Users concerned to have access to several Projects.

The access to the Project is strictly limited to the Client and the Users for whom the subscription was made, under terms and conditions agreed between the Parties.

The authorization of access given by the Client to a User is valid in the specific contractual terms and conditions agreed on between CROOGLOO and the Client.

In the event that the Client wants to give the User access to several Projects through CROOGLOO’s Software, the Client must give the User an individual authorization for each Project.

The User acknowledges that the Client can grant or remove authorization at its own discretion. If an authorization is revoked by the Client, the User will not be able to access the Project anymore via his Personal Account.

The User acknowledges that, in such an event, CROOGLOO shall not be held liable. The Client is solely and fully responsible for granting or removing authorizations.

The provisions provided above are valid whether the Personal Account is created by the Client or by Users with a Login and a password, or with an accepted SSO authentication provider.
The User and the Client are committed to comply with these Conditions.
CROOGLOO shall not be held liable for content posted by the User or the Client. Both of them are solely and fully liable towards third parties for such content.
The User’s and Client’s Logins for the Website/Software are strictly personal. Thus, the User and the Client are solely and fully liable for any use of their Personal Account whatsoever.

In any circumstances, CROOGLOO shall not be held liable for any damage caused by the communication or loss by the Client or User of their Logins.
In such circumstances, the User and the Client must inform CROOGLOO without delay, by sending an email to the following address: info@CROOGLOO.com.
This email is necessary for CROOGLOO to take appropriate measures to resolve the situation. For example, CROOGLOO could cancel the Logins/password and/or provide new Logins/ password.

The User and the Client shall not modify, or try to modify, copy, translate, adapt, arrange, reproduce, separate, disassemble or decompile, in any manner, the Website or the Software they have access to.

The Software cannot be lent, rented, sold, commercialized, made available or used for the benefit of a third party, in any manner, with or without charge, without the prior and written consent of CROOGLOO.

The User and the Client are solely liable for the content they post online or communicate to Recipients or third parties.

More generally, the User and the Client shall not behave nor make comments that could be considered illegal or contrary to public order and any third parties' rights.

The User and the Client are solely and fully liable for the proper functioning of their computer equipment used to access the Website and/or Software.

The User and the Client are also fully liable for the protection of their computer equipment against any virus attack or intrusion attempt etc.

The Client and the Users shall not use nor set a robot or any other automatic mean to access the Website/Software. More generally, they shall not attempt to damage or jeopardize the functioning of CROOGLOO or the functioning of the Website/Software.

The content and information posted by the Clients and the Users must be free of virus, Trojans horses, bugs, bombs or any other malicious mean/tool intended to damage, affect, intercept or block the Website/Software’s system, and/or data or information broadcasted on them.

The User and the Client must use the Website and the Software in accordance with the purpose of these Conditions, namely the team Project management.
It is strictly forbidden for the Client and the User to use the Website/Software for other purposes than for team Project management for which the subscription was purchased.

3.1 Trial Period
During the Trial period, the use of the Website and/or Software is free. At the end of the Trial period, the Client will pay for the subscription to use of the Website and/or Software.

Apart from special offers, combined or separate commercial offers, the paid subscription only gives access the Website/Software for one (1) Project, for which information has been provided by the Client to CROOGLOO during the subscription procedure.

The duration of the Trial period is indicated in the quotation agreed upon between the Client and CROOGLOO. This duration varies according to the type of Project for which the Client wants to subscribe to the Website/Software.

Unless otherwise specified, the Trial period lasts 15 (fifteen) days from the date of the subscription.

The Trial period runs from the subscription of a new Project on the Website and/or Software, the duration of which is specified by CROOGLOO in the quotation given to the Client when he/she fills the information form.

This Trial Period is without obligation to subscribe to CROOGLOO’s services.
When registering and/or subscribing to a new Project, the Client is informed of the amount corresponding to the offer for the particular subscription and payable at the end of the Trial Period, in the local currency, with the applicable TAX rate, if appropriate.
This step is required for the Client to access the Website and/or the Software, and therefore make the Trial period start.
At the end of the Trial period and unless the Client has not declared its will not to subscribe to CROOGLOO’s services, the Client will be requested for their credit card information. Payment processing is carried out by a third-party payment platform (Stripe).
The detail of the payment and of the subscription will be summarized in the quotation accepted by the Client as well as in the invoice.

3.3 Unsubscribe
If the Client decides not subscribe to a chargeable offer for a Project at the end of the Trial period, its Logins and password will be invalidated. The Client will then not be granted access to the Website and Software, anymore.

As a consequence, if the Client has granted access to one or several Users to the Website/Software during the Trial period and finally decided not to subscribe to CROOGLOO’s services, the User’s logins will be invalidated for the Project concerned and they will not be able to access this Project anymore.

3.4 Terminate Trial
Upon request sent to info@CROOGLOO.com, the Client can decide during the Trial period to end the Registration process to the Website and Software. This termination will not have any retroactive effect.

The termination will immediately take effect from the reception by CROOGLOO of the Client’s/User’s request.

After the end of the Trial period, the Client cannot cancel its registration to the Website and Software. The Client acknowledges and expressly agrees that its registration will remain valid for the duration of the subscription specified in the quotation it  is accepted.

3.
The Client and the User are solely and fully liable regarding the verification of any incompatibility, dysfunction, or any other technical problem that may occur between the Website and/or Software and their computer equipment.
The Client and the Users can upload documents (especially, but not limited to, videos and photos) related to the Project shared on the Website/Software. These elements must comply with the technical conditions set by CROOGLOO in order to be uploaded properly.

CROOGLOO shall not be held liable for any delay, quality or deficiency of the internet connection to access the Website/Software.
CROOGLOO cannot be considered liable for any act or fact resulting from a third-party provider which is in charge of providing the services described herein. In such a case, the User and/or the Client undertake to report their claims and complaints directly to this third-party provider, if appropriate.

CROOGLOO will not be held responsible in the event of misuse, disloyalty, fraud or any fault or offence committed by a User during the use of the Website.

3.10
When registering online with the Website/Software, the Client and the User undertake to provide true, accurate and updated information about their identity. In the event of any modification, the Client and the User must update their information without delay.

The Client or the User noting such facts on the Website/Software must immediately inform CROOGLOO at the following email address: info@CROOGLOO.com.

The Client and the User are solely responsible for the use of their Personal Account, such as the protection of their Logins and passwords. They are also solely liable for any identity theft, loss, misappropriation or any unauthorized use of Logins and/or Personal Account and all resulting consequences.

In any such case as mentioned above, the Client or the User must inform CROOGLOO by sending an email to info@CROOGLOO.com without delay. The Client or the User shall indicate his/her name, surname, postal code and town, birthdate, telephone number, and the email address used for his/her Personal Account. This information is necessary for CROOGLOO to take the appropriate measures to solve the situation, and immediately cancel and/or update the Logins and/or password concerned.

Any abusive use of this reporting procedure is likely to fall to the responsibility of the person who abuses it.

3.11
The use of the Website/Software is prohibited to minors and persons who do not have the full capacity to enter into contracts, or who do not have an express and non-equivocal authorization from a tutor or curator.

The Users/Clients whose Personal Account has been suspended or deleted by CROOGLOO for the reason and the duration indicated by CROOGLOO to the Client and/or User, are not allowed to use their Personal Account, according to the provisions provided herein.

3.12
In the event of any obvious illicit behaviour or violation of these Conditions, and/or any violation of the quotation concluded between the Client and CROOGLOO, and/or any violation of any other legal obligation, CROOGLOO can immediately suspend or delete the Client’s or User’s Personal Account, without delay nor any indemnification.

In such a situation, CROOGLOO can deny access to the Client/User concerned, temporary or permanently, for all or part of the Website/Software.

CROOGLOO will inform the Client or the User by email, indicating the reason of such a decision and the duration of the suspension of the Personal Account, if it is temporary.

CROOGLOO reserves the right to sue the User and/or the Client before competent
authorities for any misuse of the Website/Software.

3.13
For all purposes, it is specified that the suspension or closure of a Client’s Personal Account for one or several Projects automatically leads to the suspension or closure of the Users’ Personal Accounts authorized by the Client. Indeed, the access given to the Users is directly linked to the authorization given by the Client.
THIRD PARTY SITES
This Site may be linked to other web sites that are not sites controlled or operated by a CG Entity (collectively, "Third-Party Sites"). Certain areas of the Site may allow you to interact and/or conduct transactions with such Third-Party Sites, and, if applicable, allow you to configure your privacy settings in your Third-Party Site account to permit your activities on this Site to be shared with your contacts in your Third-Party Site account and, in certain situations, you may be transferred to a Third-Party Site through a link but it may appear that you are still on this Site. In any case, you acknowledge and agree that the Third-Party Sites may have different privacy policies and terms and conditions and/or user guides and business practices than CG, and you further acknowledge and agree that your use of such Third-Party Sites is governed by the respective Third-Party Site privacy policy and terms and conditions and/or user guides. You hereby agree to comply with any and all terms and conditions, users guides and privacy policies of any of Third-Party Sites. CG is providing links to the Third-Party Sites to you as a convenience, and CG does not verify, make any representations or take responsibility for such Third-Party Sites, including, without limitation, the truthfulness, accuracy, quality or completeness of the content, services, links displayed and/or an other activities conducted on or through such Third-Party Sites. YOU AGREE THAT CG WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD-PARTY. Any reference on the Site to any product, service, publication, institution, organization of any third-party entity or individual does not constitute or imply CG"s endorsement or recommendation.

4. CROOGLOO’s rights and obligations

4.1
The Client and/or the User acknowledge that their use of the Website/Software is done solely at their own risks.

CROOGLOO undertakes to do its best to enable a full and optimum use of the Website and Software by the User and the Client. CROOGLOO endeavours to provide a 24hours/7days access to the Website/Software, subject to the provisions of Article 6 of the herein Conditions.

The purpose of the Software edited by the Website, is the publication online by the Clients and Users of their contents in order to proceed to the team management of their Projects.

CROOGLOO is also committed to do its best, within the limits of its technical, financial and human resources, to guarantee the confidentiality of the Clients and Users Logins and contents published on the Website/Software, subject to their compliance with Article 3 of these Conditions. This commitment does not constitute any obligation of result.

4.2
Unless provided by otherwise in the herein Conditions, CROOGLOO shall not claim any reproduction/ adaptation/ communication/ utilization/ exploitation right on the contents published on the Website and/or Software by its Clients and Users.
The contents published by them remain their own and exclusive property and fall under their sole responsibility, subject to the provisions of Article 5 of the herein Conditions.

CROOGLOO shall not, in any circumstances, be held responsible for the publishing or the nature of the contents.

However, the Client and the User declare to be perfectly aware of the characteristics and the constraints of information systems (internet, software, applications etc.).
The User and the Client acknowledge that it is impossible for CROOGLOO to guarantee that data and contents provided by them on the Website or the Software are completely secure.

CROOGLOO can only ensure that it uses every financial, technical and human means at its disposal to guarantee the security of the data and the contents, within the limits of its capacities.

In particular, CROOGLOO shall not be held responsible in the case of the hacking of the entire Website/Software or some part of it, nor for the damages caused by such hacking to the Client and the User or to a third party.

The Website and the Software are equipped with the technology required at the moment to allow their access and use.

CROOGLOO cannot exclude the presence of potential viruses or any other harmful elements introduced by a third party or by any other means that may damage the computing systems of the User or the Client.
CROOGLOO does not filter the contents published by the Clients and the Users prior to their publication on the Website/Software. Therefore, CROOGLOO will not, under any circumstances, be held responsible for the publishing or the nature of these contents.

In addition, upon a third-party request or on CROOGLOO’s own initiative, CROOGLOO reserves the right to promptly delete without any delay nor indemnification, any illegal content, especially any content contrary to the legal provisions that could affect third parties’ rights.

4.3
Unless it is caused by CROOGLOO’s own gross misconduct, CROOGLOO shall not be held responsible for any reason for any loss of content or data published by the Client or the User. CROOGLOO, being held by an obligation of means, any serious fault committed by CROOGLOO must be proven; neither shall CROOGLOO be held responsible for any act or fact committed by an external contractor in charge of the provisions of the services described herein.

In that case, the User and/or the Client shall make their claims directly to the external contractors concerned.

In addition, unless stated otherwise by the law, CROOGLOO shall not be held responsible for any direct or indirect damages such as, but not limited to, profit loss, customer loss, data loss, intangible assets, that may occur due to the use or the impossible use of the Software or the Website, and more generally, due to any event related to the Software or the Website.
Besides, CROOGLOO shall not be held liable for any incompatibility, dysfunction or any other technical problems, between the Website/Software and the computer equipment of the Client and/or the User.
In the event of a violation of these Conditions, CROOGLOO will have the right to suspend or terminate the Client/User’s Personal Account, without any delay nor indemnification, and deny them access, temporary or permanently, to all or part of the Website/Software.
At its own discretion and at any moment, CROOGLOO can unilaterally decide, temporarily or irrevocably, to modify/remove/limit/suspend the configuration of the Website/Software, the services, or the access to these services, without any prior notice.
In case where CROOGLOO’s liability is involved on any legal ground or/action, it is expressly agreed upon, that CROOGLOO will be liable for the direct damages only.
Therefore, any indirect, consecutive or secondary damages, such as commercial nuisance, or customer loss etc, will not be repaired by CROOGLOO to the Client or the User.

4.4
  CROOGLOO shall not access the Client’s or the User’s Personal Account nor the information related to the Project, in any case. By exception, the Client can authorize CROOGLOO to access these information, related to one or several Projects by inviting it as an User on the Projects concerned.

4.5
CROOGLOO shall not be held liable for the extraction, reproduction, representation, and more generally, for any use of the information/documents accessible via the Website/Software, no matter what the Project is and whatever the Client/User or any other person’s access granted to a document of a Project concerned.

The User and/or the Client are fully aware that they are solely responsible for the entire possible consequences resulting from such activities.

4.6
CROOGLOO shall treat as strictly confidential all information related to the Project of which it could be aware. Therefore, CROOGLOO shall:
treat and consider as confidential any general and specific information (commercial, financial, strategic etc.) provided by the Client and/or the User on the Website/Software or brought to CROOGLOO’s knowledge during the execution of the herein Conditions;
not communicate to third parties all or part of these data and information;
keep these information and data strictly confidential with the same confidentiality level as for CROOGLOO’s own confidential information.
CROOGLOO undertakes that the same obligations of confidentiality will be applied to each and every of its staff member.

This obligation of confidentiality does not apply to freely accessible information or data provided to CROOGLOO, or information and data that may fall into the public domain without the intervention of CROOGLOO or its staff.

Any other communication or use of confidential information related to the Project(s) requires the prior written consent of the Client who holds the information.

5. Intellectual Property

5.1
The whole Website and Software are the exclusive property of CROOGLOO company. This property includes, but is not limited to, the trademark “CROOGLOO”, registered with the National Trademark Office (INPI), the logos, the graphic charter, the layout, the information, the presentation and the content of the Website and/or the Software,

No reproduction or representation, even partially, of the Website and/or Software or their elements, such as, but not limited to, the trademarks, the logos, the graphic charter, the layout, the information, the presentation and the content of the Website and/or the Software, is allowed without the prior written consent of CROOGLOO.
The User and the Client shall not reproduce, use or imitate, in any way, all or part of the contents protected by intellectual property rights, without a prior express authorization of the intellectual property rights holders or beneficiaries.

5.2
The registration on the Website does not result in any sort of intellectual property rights transfer at the benefit of the Client and/or the User.
The User and the Client shall use the Website/Software:
In respect with its purpose, as defined by these Conditions;
In respect with the copyright legislations;
Without using any robot or automatized means to access and use the contents of the Project concerned;
Without attempting to damage the Website/Software;
Without trying to copy, reproduce, or give access to or broadcast all or parts of it, to non-authorized third parties.

5.3
Any use of the Website’s and/or Software’s elements without the prior and written consent of CROOGLOO, may constitute an intellectual property infringement and/or an unfair act or an act of parasitic competition, punished by civil and penal laws.

5.4
By accepting these Conditions, the Clients and the Users guarantee that they have the full exercise of the necessary rights and authorizations required to publish/upload the information, documents (including, but not limited to, the videos, scenarios, photos…) on the Website/Software. These rights include, but are not limited to, the entire intellectual property rights on the documents and elements published online, as well as all individual rights of every person appearing on the photos (image rights, voice etc.).

5.5
The Client and the User acknowledge and expressly agree that CROOGLOO is allowed to create one or several databases containing all or part of the information, documents published on the Website/Software or metadata related to these elements.

Thus, the Client and the User expressly grant CROOGLOO a free-of-charge right to incorporate all the documents/elements into the databases, by using any process, format, technical means or material. This right is granted for the whole world and during the whole duration of the legal protection of the rights concerned.
CROOGLOO is entitled to exploit these databases at its own discretion, in respect with the eventual existing rights on the elements incorporated. The rights granted by the Clients/Users do not create any obligation for CROOGLOO to exploit these databases.

The Client and the User declare that they hold all the rights and authorizations required to grant to CROOGLOO the right to incorporate these elements into the databases it created.

6. Personal Data
The Client’s and the User’s acceptance of the herein Conditions automatically leads to their acceptance of the Confidentiality Policy, which are part of these Conditions, without any reserve. The Confidentiality Policy is accessible by sending an email to info@CROOGLOO.com.

7. Closure or suspension of the Website or Software access
A temporary suspension of the access of all or parts of the Website or the Software may occur for maintenance or updating purposes, or for any other reason.
CROOGLOO has the right to end its services or substantially modify their features at any moment and without prior notice nor indemnification for the Client or the User.
Under any circumstances, CROOGLOO shall not be held liable for the commercial, technical, financial or judicial consequences which could result from the interruption of the Website or the Software, or any other fact related to the utilisation of its services.

8. Commercial reference and citation of CROOGLOO in the end credits of the Project

8.1 COMMERCIAL REFERENCE
CROOGLOO is expressly authorized to quote the name of the Project and/or the Client’s name (production, director, producer, year of production, country of production) as a commercial reference, in case of use of the Website or the Software by the Client and/or the User for a period beyond 45 (forty-five) days including the Trial period.

The Client authorizes CROOGLOO to quote the name of the Project under any form, any format, on every material, known or unknown, for the whole world, without duration limit, especially for (but not limited to): Press, Books, Professional Trade Fairs, Exhibitions, Advertising, Competitions, CROOGLOO’s Website, Social Networks (such as Facebook, Twitter…).

In the same conditions as mentioned above, CROOGLOO is expressly authorized to use the official posters of the Project available on the Website IMDB or any other database accessible to the customer.

The Client can oppose to the citation of its Project by sending a written request to info@CROOGLOO.com within 45 (fourty-five) days following the creation of the Project on the Website or the Software.

9. Access to the Website and the Software at the expiration of the subscription

9.1
The Clients and the Users can access the Website and the Software by using their password and Logins during the whole duration indicated in the quotation accepted by the Client.

9.2
At the expiration of the period above mentioned in point 9.1, the data related to the Project will not be accessible anymore, unless specifically requested by the Client by email. Additional fees will be charged for this option.

The Client must determine the Users entitled to access the data related to the Project. The access authorization of the Users can be removed at any time by the Client, without any justification. The Client is solely responsible for the decision to remove a User’s authorization. Therefore, CROOGLOO shall not be held responsible.

9.3
When the subscription is terminated, for whichever reason, the Client can send a written request to info@CROOGLOO.com or by letter with acknowledgment of receipt, in order to retrieve the data provided for the Project (except if this retrieval was convened between the Client and CROOGLOO at the Client’s subscription). Unless specified otherwise in the quotation, additional fees to the Client will apply for this.
The following data can be retrieved:
Export of all the “media” data (pictures, videos and documents), compressed as “zip” and classified in files according to the organization used by the Client during the Project (one file for each sheet or form created in the Website/Software);
Export of all the technical data (such as contact details, technical and artistic information, GPS addresses…) under Microsoft Excel format (one file for each sheet or form created in the Website and/or the Software);
Export of all the information related to the Client’s partners (physical persons), (one consolidated Excel file for each partner registered on the Website/Software).
It is agreed upon that the possibility to retrieve these data mentioned above is exclusively reserved to the Clients whose subscription has lasted for at least three (3) consecutive months, excluding the Trial period.
This option must be requested by the Client within the 60 (sixty) days following the end of the subscription.

CROOGLOO commits to provide these elements to the Client, by any means, within thirty (30) days following the acceptance of the additional invoice charged for this option.

If the retrieval of the data was included in the quotation signed by the Client, the thirty day count to provide the retrieved data begins upon reception date of the request.

CROOGLOO guarantees to retrieve from the Client’s Personal Account all the data asked by the Client.

However, CROOGLOO cannot guarantee the compatibility of the data transferred to the Client with the software used by the Client, its contractors, providers etc; unless they are using standards software existing at the day of the request and used by the Client in their latest version (such as Word, Excel, PowerPoint, JPEG, PNG).

CROOGLOO does not guarantee the compatibility of the files provided to the Client with electronic devices, computer equipment and IT systems of the Client.

The data provided to CROOGLOO are unformatted. They can be provided in a compressed format. They are not displayed nor named in the same way as on the Website and/or the Software.

In the absence of retrieval request from the Client in the terms and conditions as mentioned above, CROOGLOO will have the right, at its own discretion, to delete or keep the data for a period of time of twelve (12) months after the end of the Client’s subscription, in particular for technical or statistical purposes.

If the Client asked for the retrieval of its data in the conditions mentioned above, CROOGLOO will still be allowed to keep these data, for statistical or technical purposes, for a period of twelve (12) months starting from the end of the Client’s subscription.

10. Update of the Website and/or the Software

10.1 MINOR UPDATES
In order to provide premium quality services and to allow an optimal utilization of the Website/Software, CROOGLOO regularly updates the Website/Software.
“Updates” means every minor improvement that can be possibly made on the
Website/Software, including the improvements of the user interface and user experience.

CROOGLOO decides, at its own discretion, the frequency of these updates.
Minor updates such as the amelioration or creation of a service and/or an information will not necessarily be reported to the Client or the User.

The Client and the User will see themselves when they will connect to Website/Software the detail of the information and/or the services.
Each and every Client/User will automatically benefit from these updates in the same terms and conditions as the one prescribed for the existing Website/Software, as soon as they are integrated into the Website/Software. The Clients and Users expressly acknowledge and accept this point.

10.2 MAJOR UPDATES
CROOGLOO can decide to upgrade the Website/Software by adding one or new features, or by creating new functionalities or by improving an existing functionality.

The Client and/or the User can ask CROOGLOO for a prior notification of these major updates of the Website and/or the Software, by sending an email to the following address: info@CROOGLOO.com.
This notification cannot be sent more than ten (10) calendar days before the effective update.

In all cases, all Clients and Users will automatically benefit from these major updates, in the same terms and conditions of the existing Website/Software, as soon as they are integrated into the Website/Software. The Clients and Users expressly acknowledge and accept this point.

11. Website and Software continuity

11.1 MAINTENANCE OF THE WEBSITE/SOFTWARE
CROOGLOO commits to do its best to maintain the Website/Software continuously operative.
Nevertheless, the Client and the User are fully aware that anomalies, incidents or dysfunctions may occur.
In such event, the Clients/Users must inform CROOGLOO without delay at the following address: info@CROOGLOO.com
CROOGLOO’s intervention will depend on the gravity of the incident, according to the following conditions:

Assuming that CROOGLOO notices by itself the existence of a possible dysfunction of the Website/Software, the delays to solve these incidents do not vary.
The response times or intervention time are intended only as examples.
CROOGLOO shall not be held liable for exceeding the indicated delays, unless provided otherwise in the quotation accepted by the Client, or unless the Client and/or the User prove CROOGLOO’s fault.

In the event of a technical problem, or during maintenance operations, CROOGLOO may need to close down all or parts of the Website/Software. CROOGLOO will do its best to inform the Clients and Users by the available means.

In such situation, CROOGLOO will take all necessary measures, within its technical financial and humans means, to limit the suspension periods, which are however accepted by the Client and the User.

11.2 LEVEL OF SERVICE
CROOGLOO guarantees a 99% accessibility and availability rate to its Website/Software. CROOGLOO will do its best efforts to comply with this rate.
This level of service constitutes for CROOGLOO an obligation of means. Therefore, unless CROOGLOO’s non-compliance is proven, CROOGLOO shall not be held responsible.

12. Data security

12.1
As provided above, CROOGLOO is committed to provide the means at its disposal to ensure the security of the data, documents and more generally, all information provided by the Users and the Clients on the Website/Software for a Project.
This obligation is an obligation of means.
In order to comply with this obligation, CROOGLOO uses specific technologies from Google.

Therefore, no data is being kept at CROOGLOO’s offices.

In the event of dysfunction or hacking, CROOGLOO will inform the Clients and the Users by email, as soon as possible.

In the event of a loss of data related to one or several Project(s) or Personal Account(s) of the Clients and Users, the latter will be informed that CROOGLOO’s database can be restored via a secured connexion.

For further information on CROOGLOO’s security policy, please send an email to info@CROOGLOO.com

13. Data storage
The Client and the User acknowledge that CROOGLOO shall not, under all circumstances, be held responsible for the creation, modification, suppression or absence of reception, emission, transmission or storage of data from Clients and Users. These events fall under the fully and solely liability of the Clients and the Users.

The same goes for the dysfunction of the Website/Software caused by the utilisation of the Client or the User.

The Clients and the Users guarantee CROOGLOO against any claim or action from any physical or moral person regarding the contents published online.

15. Entirety of the agreement – Non-waiver
The herein Conditions, the legal mentions of the Website, the Confidentiality Policy, and the quotation(s) mentioning the specific conditions of the Client’s subscription, and all the obligations of the parties, are intended to be the agreement in its entirety, excluding any other document or contract.

These different documents apply all together at the same time. However, in the event of contradiction between the quotation and the herein Conditions or Confidentiality Policy, the terms of the quotation shall prevail.

The fact for CROOGLOO not to take advantage of a negligence or misconduct of the Client/User regarding their legal or contractual obligations shall not be interpreted as a waiver to later exercise its rights.

16. Applicable legislation and language of the herein Conditions

16.1
The herein Conditions are subjected to Canadian law. In the event of a cancellation of one or several clause(s) of the herein Conditions, the other provisions shall remain in effect.

16.2
In the event of any dispute regarding the herein Conditions, the jurisdictions of Montreal (Canada) will be solely competent, unless mandatory statutory regulations to the contrary exist.

Date of entry into force of the herein Conditions: 04.09.2018