Update: January 20, 2023
ARTICLE 1. DEFINITIONS
1.1 In these Terms, words or expressions beginning with a capital letter shall have the meanings set out below.
These definitions may be used both in singular and plural form.
ARTICLE 2. PARTIES AND FORMATION OF THE CONTRACT
2.1 In the US, the publisher of the Application is NotMe Solutions Inc., 1415 N. Cahuenga Boulevard, Los Angeles, CA 90028.
2.2 In the EU, the publisher of the Application is NotMe SAS, whose registered office is 18 rue Boissière, 75116 Paris, France.
2.5 The User acknowledges that he/she is bound by a contract to NotMe:
ARTICLE 3. PURPOSE OF THE APPLICATION
3.1 The Application is a solution that allows Users to promptly alert Organizations of Inappropriate Acts remotely, 24 hours a day. #NotMe is a whistleblowing software/solution.
The Application’s server may be subject to maintenance operations of which the User shall, if so, be informed by NotMe.
3.2 The service provided by NotMe does not include the provision of Internet access or the provision of an electronic communication service to the public.
3.3 The equipment (computer, software, means of communication, etc.) allowing access to the Application shall be the exclusive responsibility of the User or the Organization, as well as the communication costs incurred by their use.
3.4 In order to use the Application, the User must have at least:
3.5 The Application allows the reporting of Inappropriate Acts, in accordance with the applicable whistleblowing regulations under the applicable law (see Article 14).
3.6 For details regarding the categories of improper behavior processed by the Application, the User may refer to the whistleblowing policy implemented internally by the Organization.
3.7 The Application is an option offered to the User by the Organization among other options of which the User is informed by the Organization. The User’s use of the Application is strictly voluntary, with the latter being free to choose other means to report.
ARTICLE 4. USER ACCOUNT
4.1 The User creates a user account, in order to be able to access the services of the Application.
4.2 When registering for the Application, the User undertakes not to impersonate a third party, or to falsify or conceal his/her identity, age or create any false identity.
4.3 Each User is free to terminate his/her registration as provided in Article 11.2.
4.4 Any Report filed and/or updated by a User is brought in good faith. The information provided shall be true, accurate and complete to the best of the User’s knowledge.
4.6 In the event of a any suspected or actual unauthorized use of the User’s account and/or information, or in case of any other security breach, the User shall immediately notify NotMe at the following address: firstname.lastname@example.org.
Any User may also contact NotMe if he/she believes that his/her rights or the rights of a third party are being violated in any way and by any means through the Application or any other service provided by NotMe at the following address: email@example.com.
ARTICLE 5. INFORMATION TRANSMITTED IN CONNECTION WITH THE USE OF THE APPLICATION
5.1 The information provided by Users in connection with the use of the Application must remain factual and have a direct connection with the Inappropriate Acts that are the subject of the report.
Except in the circumstances referred to in Article 5.2, NotMe is allowed to use, exploit and/or disclose this information to the Organization without any obligation of confidentiality or anonymity.
5.2 In the event that the User decides to make an anonymous report, he/she is informed that his/her report must be sufficiently detailed in order to be able to be processed by the Organization.
In this case, the anonymity of the User is strictly maintained whether the information is used and/or exploited by NotMe and/or disclosed to the Organization. The anonymity is also strictly maintained during the discussions through the chat between NotMe, the User and/or the Organization.
5.3 The User warrants that no data provided in connection with the Application is deliberately false and that no information is disclosed in violation of the applicable law.
5.4 The use in good faith of the Application does not in any way expose the User to disciplinary sanctions, even if the investigation establishes that the facts reported in the alert were incorrect or that there is no follow-up to the investigation.
5.5 However, any misuse of the Application by the User may result in any legal or disciplinary sanctions or proceedings, which will be decided by the Organization, where appropriate.
5.6 For EU Customers, the User must ensure that:
5.7 NotMe may establish general practices and limits concerning either the use of its services, including for example the maximum number of days a content may remain uploaded, the maximum amount of content that may be sent from or received by an Organization’s account, the maximum size of any content, or the design of any content, when and how the content appears on the Application, etc.
ARTICLE 6. PROHIBITIONS
6.1 In the context of the use of the Application, the User is prohibited from:
ARTICLE 7. PROCESSING OF THE REPORT
7.1 When an Organization subscribes to #NotMe, the reports that the User sends to NotMe via the Application are processed in accordance with a procedure determined by the Organization.
The User may contact the Organization in the event of a question relating to the processing of a report.
ARTICLE 8. PERSONAL DATA
ARTICLE 9. INTELLECTUAL PROPERTY AND IMAGE RIGHTS
9.1 The trademarks, logos, graphics, photographs, animations, videos, and texts proposed by NotMe, through the Application, are the exclusive intellectual property of NotMe and may not be reproduced, used or represented without the express authorization of NotMe, under penalty of legal action.
9.3 The User undertakes not to do anything that may infringe the intellectual property rights of NotMe.
9.4 NotMe grants the User a non-exclusive, non-transferable right to access and use the Application.
9.5 The Application is protected by intellectual property rights, including copyright, patent law, trademark law, software protection law and all other applicable rights.
9.6 NotMe and each User undertake to respect the image right of the persons covered by the alert and not to publish or disseminate, in any form whatsoever, any image arising from the use of the Application.
9.7 The User shall refrain from carrying out any provisional or permanent reproduction of all or part of the Application, by any means whatsoever.
In addition, it is prohibited to disseminate, distribute, make available directly or indirectly all or part of the Application for the benefit of a third party or the public, free of charge or for consideration, as well as any translation, adaptation, arrangement or modification of the Application, particularly with a view to creating a similar service. Similarly, the extraction or reuse of the databases used by the Application is prohibited.
9.8 NotMe reserves the right to close the account of any User who violates these provisions, according to Article 11.1.
9.9 For US Customers, these provisions are in compliance with the Digital Millennium Copyright Act (“DMCA”) as detailed in Annex 1.
ARTICLE 10. LIABILITY AND WARRANTY
10.1 NotMe shall perform this Contract in the context of an obligation of means.
The User acknowledges that the characteristics and limitations of the Internet do not guarantee the security, availability and integrity of data transmissions during their transit over the Internet.
10.2 It is specified that NotMe cannot be held liable for:
10.3 Regarding EU Customers, the liability of NotMe shall be (i) limited to the amount of coverage set forth in the insurance contract for its civil liability, i.e. an amount of €300,000 per claim and per insurance year, and (ii) taken into account in accordance with the said insurance contract.
10.4 The disclosure by the User of unauthorized content within the framework of the whistleblowing system may incur liability. The User shall hold NotMe harmless against any administrative, criminal or civil proceedings, and any extra-judicial disputes based on such content exchanges initiated by the User, even partially.
10.6 The provisions of Articles 10.1 to 10.5 shall apply to both US Customers and EU Customers.
In addition to the provisions of Articles 10.1 to 10.5, US Customers are subject to specific liability and warranty provisions as detailed in Annex 2.
ARTICLE 11. TERMINATION
NotMe may permanently delete the User’s account after sending the User an electronic message informing the User of his/her breach(es). This termination shall take place without prejudice to any damages that may be claimed from the User in compensation for any damage suffered by NotMe as a result of such breach(es).
11.2 Each User is free to terminate his/her registration by requesting the closure of his/her account at any time and without any charge by contacting firstname.lastname@example.org or via the “Account” or “Profile” tab of the Application.
11.3 Upon termination or suspension of his/her account, the User will no longer have a right to access his/her account and/or his/her content. NotMe may not be held responsible for deleting the data and/or the content relating to a terminated account.
11.4 All provisions regarding limitation of liability and/or warranty, and regarding applicable law, jurisdiction and/or arbitration shall survive any termination.
ARTICLE 12. MISCELLANEOUS PROVISIONS
12.2 In the event that one or more provisions hereof are considered invalid or unenforceable by a competent court or by a law, these provisions shall be replaced by fair and equitable provisions, reflecting the agreement of the Parties and compliant with the applicable law, without the validity and enforceability of the other provisions hereof being affected.
Thus, the Parties shall remain independent contractors.
ARTICLE 13. JURISDICTION FOR US CUSTOMERS
13.1 US Customers are bound by an arbitration agreement and class action/private attorney general waiver as detailed in Annex 3.
13.3 The provisions of Articles 13.1 and 13.2 are not binding for EU Customers.
ARTICLE 14. GOVERNING LAW
14.2 This provision shall apply without regard to any principles of conflicts of laws.
ARTICLE 15. CONTACT US
15.1 For any questions or information about the Application, the services provided by NotMe or the content available on the Application, you can leave a message to the following address: email@example.com.
ANNEX 1: DIGITAL MILLENNIUM COPYRIGHT ACT
A.1. For US Customers, we inform you that our intellectual property and image rights policy is in compliance with the Digital Millennium Copyright Act (“DMCA”) to enable, at our sole discretion, the expeditious removal of allegedly infringing material.
A.2. If you have a good faith belief that your copyright is being infringed by any material on the Application, or material to which our Application links, please send a notice of claimed infringement, including the information listed below, to our Designated Copyright Agent at:
ADDRESS: NotMe Solutions Inc., 1415 N. Cahuenga Boulevard, Los Angeles, CA 90028
Telephone number: 747.999-6004
Email address: firstname.lastname@example.org
A.3. To be effective, the notice of claimed infringement must include the following required contents:
A.4. Please note that information provided in this legal notice may be forwarded to the person who provided the allegedly infringing content.
ANNEX 2. SPECIFIC LIABILITY AND WARRANTY PROVISIONS FOR US CUSTOMERS
A.2. IN ASSOCIATION WITH ANY CLAIM, OR ANY LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING RELATING TO OR ARISING UNDER OR OUT OF THESE TERMS, WHETHER THE CLAIM IS FOUNDED UPON CONTRACT, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, TORT, NEGLIGENCE OR OTHER GROUNDS. YOU AGREE NOT TO FILE ANY LAWSUIT OR PROCEEDING INCONSISTENT WITH THE FOREGOING LIABILITY LIMITATIONS.
A.3. IN NO EVENT SHALL NotMe OR ITS AFFILIATED PARTIES BE LIABLE FOR ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY NotMe ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE APP (INCLUDING ANY USER GENERATED CONTENT). IN NO EVENT SHALL THE TOTAL LIABILITY OF NotMe AND ITS AFFILIATED PARTIES TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED, IN THE AGGREGATE, (i) THE AMOUNT, IF ANY, PAID BY YOU TO NotMe FOR YOUR USE OF THE APP OR FOR ANY OF YOUR ACTIVITIES IN CONNECTION WITH THE APP DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING YOUR CLAIM, OR (ii) THE SUM OF TWO HUNDRED AND FIFTY U.S. DOLLARS ($250.00 USD), WHICHEVER IS LESS.
A.4. TO THE EXTENT ALLOWED BY LAW, WE SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF THE FOLLOWING:
A.5. IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, STATUTORY, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFIT, LOSS OF GOODWILL, INTERRUPTION, LOSS OF BUSINESS INFORMATION OR ANY OTHER FINANCIAL LOSS) IN ASSOCIATION WITH ANY CLAIM, OR ANY LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING RELATING TO OR ARISING UNDER OR OUT OF THESE TERMS, EVEN IF WE HAVE BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS FOUNDED UPON CONTRACT, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, TORT, NEGLIGENCE OR OTHER GROUNDS. YOU AGREE NOT TO FILE ANY LAWSUIT OR PROCEEDING INCONSISTENT WITH THE FOREGOING LIABILITY LIMITATIONS.
A.6. SOME JURISDICTIONS MAY NOT PERMIT CERTAIN LIABILITY LIMITATIONS OR WAIVERS. IF ANY COURT DETERMINES THE LAW OF SUCH A JURISDICTION APPLIES, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
A.7. NOTICE FOR CALIFORNIA USERS
Under California Civil Code Section 1789.3, users of the App from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445- 1254 or (800) 952-5210.
B.1. YOU USE THE APPLICATION AT YOUR SOLE/OWN RISK. THE APPLICATION, INCLUDING ALL CONTENT, SOFTWARE, WEBSITE, APPLICATION, FUNCTIONS AND MATERIALS, IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES WITH RESPECT TO ANY UPTIME OR UNINTERRUPTED ACCESS, THE AVAILABILITY, ACCURACY OR USEFULNESS OF ANY CONTENT, OR ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FEATURES, QUALITY, COMPATIBILITY, PERFORMANCE, SECURITY OR ACCURACY. WE DO NOT WARRANT THE APP AND/OR ANY SERVICES AND/OR CONTENT WILL BE TIMELY, SECURE, UNINTERRUPTED, OR OPERATED FREE OF DELAYS IN TRANSMISSION, FAILURE IN PERFORMANCE, COMPUTER VIRUSES, INACCURACIES, ERRORS OR DEFECTS. WE ALSO ASSUME NO RESPONSIBILITY, AND SHALL NOT BE LIABLE, FOR ANY DAMAGES TO OR VIRUS(ES) OR OTHER MALWARE THAT MAY INFECT YOUR COMPUTER EQUIPMENT, TABLET, CELLULAR/MOBILE PHONE OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, BROWSING, OR USE OF THE APP. YOU ARE SOLELY RESPONSIBLE FOR IMPLEMENTING SUFFICIENT SAFEGUARD PROCEDURES AND VIRUS AND MALWARE CHECKS (INCLUDING ANTI-VIRUS, REGULAR SYSTEM UPGRADES AND OTHER SECURITY CHECKS AND MEASURES) TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR THE ACCURACY AND SECURITY OF DATA INPUT AND OUTPUT. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE APP SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
B.2. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you.
B.3. The information provided by the Application is not intended to replace the information presented in the physical world. In the event that information in the physical world differs from the Application, you must not rely on the Application. Moreover, NotMe does not warrant the Application will operate in an uninterrupted or error-free manner, or that it is safe, secured from unauthorized access to NotMe’ computers, immune from damages, and free of malfunctions, bugs or failures (including, but not limited to, hardware or software failures).
C. Released Parties
C.1. To the fullest extent permitted by law, you release us, our affiliated parties and our related individuals, affiliates and subsidiaries, and any of their trustees, members, directors, officers, shareholders, employees, representatives, subcontractors, consultants, attorneys, agents, suppliers, distributors, licensees and/or licensors from any and all responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with the following: (i) disputes between Users, including those between you and other Users; (ii) third party platforms and services, including content found on such platforms and in such services; (iii) disputes concerning any use of or action taken using your account by you or any third party; (iv) claims relating to unauthorized access to any data communications or content stored under or relating to your account, including unauthorized use or alteration of such communications or your content; (v) the sharing of any report and/or update(s) (including all related information and documentation) with your current or former employee or employer (as applicable) or related third parties, such as law enforcement or mental health professionals.
C.2. If you have a dispute with your current or former employee or employer or Organization (as applicable), one or more Users of the Application, with any party who provides third party services on or through the Application, with any individual or entity who provides a website, application or other service linked to the Application or from third-party content which is posted in or on the Application, you release us and our affiliated parties from all claims, demands, and damages (e.g., direct, incidental, indirect, punitive, statutory, exemplary, special or consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute. If you have a dispute with your current or former employee or any third party in any way pertaining to our Application, services and/or content, you release NotMe and our affiliated parties from any and all claims, demands, and damages (e.g., direct, incidental, indirect, punitive, statutory, exemplary, special or consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute. You also waive California Civil Code § 1542 which states:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
C.3. You also waive any and all benefits and rights that would otherwise accrue to you by reason of the provisions of any federal, national, state or local statute or principle of common law of any state in the United States, or any political entity or nation, provincial or local law or regulation that may govern this release, which statute, regulation, law or principle provides in substance something similar to California Civil Code § 1542. You agree not to file any action or lawsuit inconsistent with the foregoing release.
D.2. You hereby agree that we shall have the sole right and obligation to control the legal defense against any such claims, demands, or litigation, including the right to select counsel of our choice and to compromise or settle any such claims, demands, or litigation.
E. Disclaimers/No Warranties
E.1. We administer, control and operate the Application from our offices in the County of Los Angeles and in the City of Los Angeles, USA. The Application is accessible world-wide. However, some of its features or functions may not be available or appropriate for use outside of the United States and/or may not be available to all persons or in all geographic locations. We make no representation that the Application or our content and/or services are appropriate or authorized for use in all countries, states, provinces, counties, localities or any other jurisdictions. Your access and use of the Application may not be legal in your jurisdiction. If you choose to access, browse or use the Application, you do so on your own initiative and at your own risk, and you are responsible for compliance with all applicable laws if, and to the full extent that, such laws and restrictions are applicable. We reserve the right to limit, in our sole discretion, the provision of any feature or function of the Application to any person and/or geographic area. Any offer for any feature or function made on the Application is void where prohibited.
E.2. NotMe and its Affiliates are not providing legal services and are not licensed to provide legal services although if your employer does not subscribe to our services, we may share information about any report you file with us with lawyers or law firms to assist with addressing the issues you have raised. Rather, our Application is intended to facilitate the ability of employees (current or former) and individuals to file a report with their employer or any Organizations, and for you as the employer or Organization to better address, manage and deal with workplace misconduct or any type of misconduct, if any, and provide updates through our services, and for no other purpose. The Application provides information of a general nature only. You are responsible for determining whether it applies to your specific situation. We specifically disclaim any liability concerning any action that any individual may take based on any information or guidance provided in the Application.
E.3. AS A USER, YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE APPLICATION IS TO TERMINATE YOUR ACCOUNT AND DISCONTINUE ALL USE OF THE APPLICATION.
F. Third-Party Websites/Applications
F.3. We reserve the right, at our sole discretion, to terminate, suspend, cancel or alter access to third-party platforms at any time. You expressly release us from any and all liability arising from your use of any third-party platforms and their services or contents. Your dealings with providers found on those third-party platforms, including payment for or delivery of goods and/or services, and any other terms, including, but not limited to warranties, are solely between you and those providers. You specifically agree that we are not responsible for any loss or damage of any sort resulting or arising from your dealings with those third-party platforms and/or their providers.
G. Statute of Limitations
ANNEX 3. ARBITRATION AGREEMENT AND CLASS ACTION/PRIVATE ATTORNEY GENERAL WAIVER FOR US CUSTOMERS
A. Agreement to Arbitration; Class Waiver:
YOU AGREE THAT, BY AGREEING TO THESE TERMS, THE U.S. FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT, AND THAT YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION OR PRIVATE ATTORNEY GENERAL ACTION.
Additional Arbitration Provisions:
B. Opt-Out Provision:
C. Arbitration Clauses Invalid/Inapplicable: