Terms of Use - Professional

These General Terms of Use (hereinafter the "Terms of Use") are intended to define the terms and conditions of use of the StoFlow service (hereinafter "the Service") by any User acting in a professional capacity, and to define the rights and obligations of the parties in that context.

They can be accessed and printed at any time via a direct link at the bottom of the page on the site.

They may be supplemented, where applicable, by specific terms of use for certain services. In the event of a contradiction, the specific terms prevail over these Terms of Use.

The Service is accessible free of charge, from anywhere, to any user with Internet access. All costs incurred by the user to access the service (computer hardware, software, Internet connection, and so on) are at the user's expense.

A non-member user does not have access to the reserved services. To obtain access, the user must create a user account by completing the registration form.

Nature of commitments: enhanced obligation of means. Stokode SARL is bound by an enhanced obligation of means: it implements all reasonable technical, human and organisational means to ensure the proper functioning and availability of the Service, actively monitors incidents and acts diligently to resolve them. However, Stokode SARL does not guarantee uninterrupted availability of the Service, nor its conformity with the Professional User's own commercial objectives, nor the performance of the third-party marketplaces with which the Professional User chooses to connect the Service.

Stokode SARL cannot, moreover, be held liable for any malfunction of the network or servers or any other event beyond its reasonable control that would prevent or degrade access to the Service.

Stokode SARL reserves the right to interrupt, temporarily suspend or modify without notice access to all or part of the Service, in order to carry out maintenance, or for any other reason, without such interruption giving rise to any obligation or compensation.

StoFlow is a SaaS (Software as a Service) platform for multi-marketplace e-commerce management enabling users to:

• Centralise the management of their products from a single interface
• Publish their products on different marketplaces (Vinted, eBay, Etsy and others)
• Automatically sync their stock and prices
• Manage their orders and shipping
• Use artificial intelligence tools to optimise their listings
• Track their sales performance

The available features depend on the subscription plan taken out by the user. Details of the features are available on the pricing page of the site.

4.1 Account creation
Use of the Service requires the creation of a user account. The user must provide accurate and complete information when registering, in particular:

• Last name and first name
• Valid email address
• Secure password

4.2 Account security
The user is solely responsible for keeping their login credentials confidential. Any use of the Service made from the user's account will be deemed to have been made by the user.

In the event of loss, theft or fraudulent use of their login credentials, the user must immediately inform Stokode SARL at contact@stoflow.com.

4.3 Account deletion
The user may at any time request the deletion of their account by contacting support or via their account settings. Deletion results in the permanent loss of all data associated with the account, subject to statutory retention obligations.

The user undertakes to use the Service in accordance with these Terms of Use and the regulations in force. The user is in particular prohibited from:

• Using the Service for unlawful purposes or purposes contrary to good morals
• Distributing unlawful, defamatory or abusive content or content infringing the rights of third parties
• Attempting to fraudulently access the IT systems of Stokode SARL
• Using robots, scripts or other unauthorised automated means
• Reselling, assigning or transferring their account to a third party without authorisation
• Circumventing the technical limitations of the Service
• Using the Service to send unsolicited communications (spam)

In the event of a breach of these obligations, Stokode SARL reserves the right to suspend or terminate access to the Service without notice or compensation.

6.1 Rights of Stokode SARL
All the elements making up the Service (software, databases, texts, images, graphics, logos, and so on) are the exclusive property of Stokode SARL and are protected by intellectual property laws.

Any unauthorised reproduction, representation, modification or exploitation of these elements is strictly prohibited and constitutes infringement.

6.2 User content
The user retains all of their intellectual property rights in the content they publish via the Service (product descriptions, images, and so on).

By using the Service, the user grants Stokode SARL a non-exclusive, worldwide, free-of-charge licence to use this content, for the sole purpose of providing the Service (display, publication on the marketplaces, and so on).

The Service allows the User to interact with third-party marketplaces (Vinted, eBay, Etsy, Leboncoin, Vestiaire Collective, and any other marketplace subsequently integrated). The User acknowledges and accepts that:

1. These marketplaces are legal entities distinct from Stokode SARL, with which Stokode SARL does not necessarily have a direct contractual relationship.
2. The User has entered into, or will enter into upon their registration, a direct contract with each of these marketplaces, including general terms of use specific to each marketplace.
3. The User undertakes to read and comply with the general terms of use of each marketplace that the User chooses to use via the Service.
4. Stokode SARL is not a party to the contracts entered into between the User and these marketplaces, and cannot be held liable for the decisions taken by these marketplaces concerning the User's account (suspension, restriction, closure, and so on).
5. In the event of a sanction imposed by a marketplace against the User's account, Stokode SARL will provide reasonable technical assistance to understand the cause of the sanction, but cannot commit to the restoration of the account or to compensation for any associated commercial losses.
6. The features of the Service relating to each marketplace may be suspended, modified or removed in the event of changes to the technical or contractual conditions of the marketplace concerned. Stokode SARL will inform the User of such changes to the extent reasonable.

Stokode SARL publishes and keeps up to date, at stoflow.com/docs/marketplaces/bonnes-pratiques-marketplaces , recommendations intended to help the User use the Service in a manner compliant with the conditions of third-party marketplaces and with good resale practices.

The User undertakes to read these best practices before using the Service and to comply with them. A new acceptance may be requested in the event of substantial changes.

Any characterised failure by the User to comply with these best practices releases Stokode SARL from all liability for the resulting consequences, in particular in the event of a sanction imposed by a third-party marketplace, and may justify suspension or termination of the Service by Stokode SARL after formal notice.

In the context of the use of the Service, Stokode SARL is required to collect and process personal data of the user.

The user is invited to consult the Privacy Policy to learn the terms of collection, processing and protection of the user's personal data.

8.1 Liability of Stokode SARL
Stokode SARL undertakes to implement all necessary means to ensure the continuity and quality of the Service. However, its liability cannot be incurred in the event of:

• Force majeure or an act of a third party
• Malfunction of communication networks
• Temporary unavailability of the Service for maintenance
• Non-compliant use of the Service by the user
• Acts of third-party marketplaces (Vinted, eBay, Etsy and others)

In any event, the liability of Stokode SARL is excluded for any indirect damage, including in particular any loss of profits, loss of clientele, loss of revenue, damage to image or loss of chance, whatever its cause or basis.

8.2 Limitation of liability - Professional User
The liability of Stokode SARL may be incurred only in the event of proven fault and will be limited to direct damage, to the exclusion of any indirect damage (loss of profits, loss of clientele, loss of revenue, damage to image, loss of chance). The total liability of Stokode SARL is furthermore limited to the amount of the sums actually paid by the User during the twelve (12) months preceding the event giving rise to the damage.

The Professional User undertakes to indemnify, defend and hold harmless Stokode SARL, its officers, employees and subcontractors, from any claim, action, damage or cost (including reasonable lawyers' fees and procedural costs) resulting directly or indirectly from:

1. a breach by the User of these General Terms of Use;
2. a breach by the User of the terms of use of any third-party marketplace integrated into the Service;
3. a use of the Service contrary to the best practices recommended by Stokode SARL;
4. a claim, formal notice or action brought by a third party, including a marketplace, resulting directly from the use of the Service by the User or by the end users for whom the Professional User is responsible.

This indemnification obligation extends to the reasonable lawyers' fees incurred by Stokode SARL for its defence, within the limits provided for in Article 8.2.

Stokode SARL may modify these Terms of Use to take into account legal, regulatory or technical developments, or to develop the Service. Users are informed of any modification by email or by notification in the interface of the Service.

The new Terms of Use come into force thirty (30) days after their notification. Continued use of the Service after this period constitutes acceptance of the new Terms of Use. Purely formal modifications or modifications favourable to the User (editorial corrections, addition of free features) take effect immediately.

If the Professional User does not accept the new Terms of Use, the Professional User may terminate their account without charge or penalty before they come into force, and obtain a pro rata refund of the unused part of the subscription period, on simple request sent to contact@stoflow.com.

Severability. If one or more provisions of these Terms of Use are held to be invalid, unlawful or unenforceable by a competent court, the other provisions remain in full force. The parties undertake to replace the invalidated provision with a valid provision producing effects as close as possible to their original intention.

Non-waiver. The failure of Stokode SARL to rely, at any given time, on any of the provisions of these Terms of Use may not be interpreted as a waiver of the right to rely on it subsequently. No tolerance or delay in enforcement creates any vested right in favour of the Professional User.

These Terms of Use are governed by French law.

In the event of a dispute relating to the interpretation or performance of these Terms of Use, the parties will endeavour to find an amicable solution.

Failing an amicable agreement, any dispute between Stokode SARL and a Professional User will be submitted to the exclusive jurisdiction of the courts within the jurisdiction of the Cour d'appel de Paris, notwithstanding multiple defendants or third-party indemnity claims.