General terms of use – Tests Services

 

1. Purpose

These general terms of use of the Test / Freemium products - API and Datasets - (hereinafter “the GTU”) constitute the conditions applicable to the test services (hereinafter “the Test Services”) made available by the company La Manufacture Française des Pneumatiques Michelin, a simplified joint stock company [société par actions simplifiée] with a share capital of €504,000,004, located at 23 Place des Carmes Deschaux - 63000 Clermont Ferrand - France and registered in the Clermont Ferrand TCR under the number 855 200 507, on its name and its own behalf as well as on the name and on behalf of its Affiliates, (hereinafter “Michelin”), to the user (hereinafter “the User”), the individual accessing and using the platform https://mobilitydata.michelin.com or the legal entity for which a User is accessing and using the platform https://mobilitydata.michelin.com (hereinafter “the Platform”). The purpose of the Test Services offered on the Platform is to enable the User to test the services offered by Michelin and/or its Affiliates, free of charge, for a certain period and under limited conditions of use, in connection with their website, mobile application, business solution or any other information system (“the User Application”). These GTU are applicable and apply to any use of the Platform and to any use of the datasets samples downloadable on the website https://mobilitydata.michelin.com as well as API services accessible in Freemium mode on the website https://mobilitydata.michelin.com. Subsequent modifications of the GTU are also binding on the User as soon as they are uploaded to the Platform. The User is required to consult the latest version uploaded online.

2. Definitions

“Affiliates” refers to any entity that is controlled by, controlling, or under common Control with Michelin.

“API” refers to the Application Programming Interface that formats, encrypts, and decrypts the messages transferred between the User Applications and the Content, as specified in the applicable Documentation and that may be provided to the User on the Platform as software in an object code, code sample or extract code format.

“Content” refers to the various elements to which Michelin gives access through its datasets samples and/or API services, including but not limited to, the interfaces, the data and calculation correlation algorithms, vehicle data, including the technical characteristics of vehicles, maps, routes, images, photographs, articles, points of interests, geographical coordinates (x;y), brands and logos;

“Control, Controlled, Controlling” refers to any entity which either, directly or indirectly, has the power to direct the management and policies of another legal entity, whether through the ownership of a fraction of the share capital or by contract or otherwise, and shall be deemed to exist upon the ownership of 50% or more of the share capital or voting rights.

“Datasets” refers to the datasets that are either directly accessible via download from the Platform (Test Mode), or accessible via the APIs (Freemium Mode).

“Documentation” collectively refers to the operating instructions, instruction manuals, and any other documents, in a written or an electronic form, made available on the Platform for each available Test Service.

“GTU” refers to these Terms of Use.

“Michelin” refers to the Manufacture Française des Pneumatiques Michelin acting on its name and on its behalf and on the name and on the behalf of its Affiliates providing access to Tests Services on the Platform.

“Michelin Brands” refers to any trademarks, service marks, logos, trade dress, trade names, and service names of which Michelin and/or its beneficiaries are the holders, any registrations and registration applications for one of the elements hereinabove carried out by or on behalf of Michelin and/or its beneficiaries, and any similar or related rights throughout the world belonging to Michelin and/or its beneficiaries.

“Platform” refers to the website accessible at the address https://mobilitydata.michelin.com, enabling the User to create a User Account and access the Test Services.

“Test Account(s)” refers to each test account created by the User with the aim of accessing the Test Services.

“Test Services” refers to the APIs and/or the Datasets made available to the User, free of charge and for tests purposes, by Michelin on the Platform (through the Test Mode or the Freemium Mode) under the conditions of these GTU.

“User” refers to the individual, or the legal entity on behalf of which an individual is using the Platform and/or is having access to the Tests Services (through the Test Mode or the Freemium Mode) and/or has created a User Account on the Platform.

“User Account” or “Account” refers to the account created by the User on the Platform enabling them to access the Test Services.

“User Application(s)” refers to the software, websites, mobile applications or business solutions that the User is developing or using to interact with Michelin’s Test Services available on the Platform.

 

 3. Access to the Platform and Creation of an account

The Platform is accessible at the following address: https://mobilitydata.michelin.com.

The Tests Services are either accessible through a Test Mode (free sample dataset directly downloadable) or a Freemium Mode (free and limited access to an API). The Platform also gives access to a Business Mode, which requires to contact Michelin for a quotation depending on the User’s needs.

Access to the different Test Services offered on the Platform through the Test Mode requires the User to accept these GTU and to provide an email address, in order to receive a link allowing to download a free Dataset sample.

Access to the different Test Services offered on the Platform through the Freemium Mode requires the creation of a User Account. When creating a User Account, the User is requested to accept these GTU and to read the Personal Data Policy. The data required to create a User Account are the following:

• User last name,
• User first name,
• Business/company on behalf of which the account is created by the User,
• Country in which the company is located.
• User email address,
• Password created by the User,

When creating a User Account, the Users undertake to provide accurate information. The automated creation of accounts and/or the creation of accounts using a false identity is forbidden.

The password chosen by the User to access the Platform must be in the following format: 8 characters with a number, an upper-case letter, and a lower-case letter.

The User is responsible for preserving the confidentiality of their username and password enabling them to access their User Account. In the event of loss or theft, or if they believe that a third party may have accessed their Account, the Users undertake to modify their username and/or password.

The User is also responsible for the use of the electronic messaging account (email) that they provided when creating their Account. They shall ensure that this email address is valid and is not used by a third party.

Once the User Account has been created, the User may create a Test Account or Accounts. For each Test Account, they must provide a name, the URL of the User Application that will use the Test Service(s) in question and a description of the foreseen use of the Test Service(s) in question.

Once the User Account and the Test Account(s) have been created, the User may, via the Platform, request access to the available Test Services that they wish to test in connection with the User Application. For this, an authentication key will be provided for each Test Account created by the User in their User Account to try out the Test Services.

4. Declarations and guarantees of the User

The User declares and guarantees that:

All the information that they provided and that they will provide to Michelin is true, correct, and complete in all respects,        

Their obligations pursuant to these GTU do not infringe on any law, to the extent that they are applicable, and do not violate any other agreement by which they are bound,

Any equipment that the User provides, creates, or develops and that is related in any way to these GTU and/or to the use of Test Services and/or the Content, does not infringe or violate any intellectual property right of a third party,        

That they are not subject to legislation forbidding them to use or to receive the Test Services or Michelin’s Content.

The User will not use the Test Services to encourage or promote an illegal activity or to violate the rights of a third party.

The User shall only access the Test Services by the means described in the Documentation of each Test Service. The User shall not make any false declaration nor hide their identity or that of their business when using the Test Services or their User Account.

The User must use the Platform, the Test Services, and the Content legally, and comply with any applicable laws, rules and regulations.

5. Term

These GTU shall apply to the User as long as the User has access and/or uses the Test Services made available to him through the Platform.

Michelin may decide at any moment, and without notice, to terminate these GTU and cease making one of the Test Services or the Content available to the User for any reason whatsoever and without liability nor obligation to the User. Michelin may, however, suspend the User’s Account and their ability to use the Test Services and the Content, without notice, if the User uses the Platform and/or the Test Services and/or the Content and/or User Account in a forbidden way or if the User does not comply with one of the provisions of these GTU.

In the event of the termination of the GTU or the interruption of the User’s access to the Test Services, the Content and/or the User Account, the User shall immediately stop using the Test Services, the Content, and the User Account, shall cease any use of the Michelin Brand and shall delete any cached and/or stored Content, as the case may be.

6. Intellectual Property and Rights granted to the User

Michelin, its Affiliates and/or their licensors are holders of the intellectual property rights pertaining to the Michelin Brands, Test Services, Content, the Documentation, and the various elements that constitute it.

Michelin, its Affiliates and their licensors hold and shall retain all the rights, titles and interests in the patents, copyrights, moral rights, trademarks or service marks, logos and designs, trade secrets and any other element of intellectual property incorporated or contained in the Test Services, the Content, the Michelin Brands, and the Documentation. All these elements are protected by copyright, trade secrets, patents and other laws on intellectual property, and all Michelin’s intellectual property rights that are not expressly granted to the User pursuant to these GTU are reserved.

No right to use the Michelin Brands, the Test Services, the Content, and the Documentation, other than those expressly provided for herein, is granted by Michelin to the User. Any reproduction and/or representation in any form or by any means whatsoever by the User of the Michelin Brands, Test Services, Content and the Documentation and any elements composing them, without prior authorization from Michelin, is strictly forbidden.

Subject to compliance with these GTU, Michelin grant the User, on a non-exclusive and non-transferable basis, a right to use the Test Services and the Content free of charge, under the conditions of duration and use described in the data sheet of each Test Service. It is expressly agreed that this right is personal and limited to the User having created a User Account on the Platform. This right is granted for the term provided for in the data sheet of each Test Service. The User is under no circumstances authorized to transfer or grant any right to use the Test Services and/or the Content to a third party, in any way whatsoever, whether free of charge or in return for payment

The User undertakes not to extract, store, reproduce or archive the Content, software, APIs, and other interfaces of Michelin, nor the result or response web pages.

The User undertakes not to perform any reverse engineering operations, decompile, or disassemble the Test Services except to the extent permitted by law and in compliance with Michelin's intellectual property rights.

The User undertakes not to damage, modify, or alter the Content and the result and/or response web pages, and in particular their legibility. The Customer also agrees not to create derivative works, including other databases, from such Content.

The User undertakes not to infringe, modify and/or remove the copyright notices and mentions of Michelin and its suppliers that may appear in the Content.

If the User transmits unsolicited feedback or comments to Michelin, in writing, orally or in any other manner, the User grants Michelin a free, transferable, sublicensable, non-exclusive, irrevocable, perpetual global license, without restriction, to publish, transmit, perform, display, modify, create derivative works and use or operate in any other manner, this feedback and/or these comments and any other associated intellectual property rights, for any purpose whatsoever, on any medium, without credit, notification, approval or compensation for the User. Without limitation of the foregoing, the User accepts that Michelin is free to use the ideas, concepts, know-how or techniques contained in any feedback or comment that they provide, for any purpose whatsoever, including, without limitation, the development and marketing of products, services and content. In addition, any feedback and/or comment that the User transmits to Michelin, even if it is labelled as confidential, does not create any confidentiality obligation for Michelin, unless otherwise agreed to in a separate and signed contract.

7. Restriction of the User’s use of the Test Services

The User is informed that the Test Services cannot, under any circumstances, be used nor operated for requirements other than the requirements of the test carried out by the User, notably to the exclusion of any commercial and/or promotional use.

The User is informed that the Content cannot, under any circumstances, be (i) used, operated, reproduced, copied, printed out, published, distributed and/or transmitted, for requirements other than the requirements of the test carried out by the User, notably to the exclusion of any commercial and/or promotional use, (ii) downloaded and/or stored by the User for requirements other than the requirements of the test carried out by the User, notably to the exclusion of any commercial and/or promotional use, (iii) totally or partially extracted and reused by the User, notably with a view to creating and/or developing a database using said Content. In any event, the Content that may be downloaded and/or stored by the User for their test requirements must be deleted once the access to the Test Service in question has come to an end.

The User must not, under any circumstances:

• Use the Test Services or the Content in a way that may affect their performance, their accessibility, and their availability,
• Use the Test Services or the Content in order to receive or transmit information and content of an illegal, defamatory, or counterfeit nature,
• Modify or delete any copyright, brand, trade name or other ownership mentions, caption, symbol or label appearing on or in the Test Services or the Content or any reproduction thereof,
• Grant a sublicence (or claim to grant a sublicence), distribute or disclose all or part of one of the Test Services or the Content to a third party,
• Distribute or supply all or part of the Test Services or the Content in any way, or use or export the Test Services or the Content in any other way that is in violation of the applicable laws or regulations,
• Engage in any activity, including the development or the distribution of any software (whether in object code or source code), that interferes with, disturbs, damages, or provides unauthorized access to the platforms, servers or systems owned by Michelin or by a third party,
• Make declarations claiming that the application or their website is approved by Michelin or that Michelin endorses or guarantees its performances,
• Perform any reserve engineering, decompile, disassemble, lend, borrow, distribute, or create derivative works from the Test Services or Content or any part thereof, except within the limits authorized by the law and in compliance with Michelin’s intellectual property rights.
• Use the Content, or extract, recuperate or deconstruct the Content in any way whatsoever, to use individual elements of data, combine elements of data, compile, improve, verify, complete, or modify the databases, lists or repertoires of any type, in any way whatsoever,
• Attempt to override any security measures or technical limitation,
• Use the Test Services or Content in any way or for any purpose whatsoever that would violate any law or any right of any person, including, but not limited to, any intellectual property right or right to a private life,
• Use the Test Services or Content in combination with the services, content, or APIs of competitors, unless expressly agreed,
• Use or operate the Test Services or Content for purposes other than those expressly authorized by these GTU.

The User undertakes to display and not to damage, modify and/or delete the copyright mentions and declarations of Michelin and/or its Affiliates and/or its licensors or suppliers, the names of which are featured in the Content. The User undertakes to take all necessary measures to ensure compliance with the restrictions of use of the Test Services or the Content. The User also undertakes not to use the Test Services and/or the Content in a way that may impact their performance, their accessibility, and their availability, to receive or transmit illegal, defamatory or false information and content.

In the event that the User transmits data, Michelin undertakes not to use it for purposes other than the provision of Test Services or Content. Michelin shall implement technical and organizational measures that comply with industry standards to protect this data from accidental or illegal destruction, accidental loss, and unauthorized modification, disclosure, or access.

The User may not: (i) claim or register Michelin’s IP in their own name or in the name and on the behalf of third parties (ii) sublicence the Intellectual Property rights granted by Michelin (iii) import or export all Michelin’s IP to a person or a country that is in violation of export control laws of any country, (iv) use Michelin’s IP in a way that violates these GTU or the law, or (v) attempt to do any of the above.

THE USER ACCEPTS THAT MICHELIN MAY MONITOR THE USE OF ITS TEST SERVICES TO ENSURE THEIR QUALITY, IMPROVE ITS PRODUCTS AND SERVICES AND VERIFY THE USE THEREOF IN ACCORDANCE WITH THESE TERMS.

8. Support

Michelin has no obligation to provideassistance, maintenance, updates, upgrades, modifications or new versions of the Test Services or the Content, unless this is expressly agreed upon in writing in a separate agreement. Michelin reserves the right to limit, modify or bring an end to any functionality of the Test Services or any Test Service available on the Platform.

9. Defense of rights

The User undertakes to immediately inform Michelin of any act that they deem to constitute an infringement of the rights of the latter, or that may be contrary to these GTU, and shall assist Michelin with any legal proceedings that the latter may be required to initiate on these grounds. The User shall enable Michelin to ensure the defense of its rights and receive any eventual damages that may be due to it, subject to Michelin bearing the costs pertaining to the defense of its interests.

10. Warranties and Indemnification

The parties warrant that they shall act in accordance with the applicable laws, regulations, and code of ethics (notably in terms of good practices, ethics, etc.) Each party declares that they shall fulfil all of the tax, regulatory, legal, and social obligations incumbent on them. Generally speaking, each party undertakes not to do anything that may directly or indirectly damage the interests, image or the reputation of the other party or their distinctive signs and products.

Moreover, the User guarantees that they hold all the necessary rights, and notably intellectual property and/or license for the elements made available to Michelin for the proper performance of the Test Services or used in connection with the Test Services. The Client guarantees Michelin and its Affiliates against any legal proceedings, complaints, or objections from any person invoking a right of any nature in relation to the elements made available to Michelin for the proper performance of the Test Services or used in connection with the Services, upon which the performance of this Contract may have infringed.

The User undertakes in this context to intervene in any legal proceedings that are initiated against Michelin or an Affiliate. Compensation and costs of any kind incurred by Michelin and/or an Affiliate for the purpose of its defense, including attorney fees, as well as any damages that may be awarded against it, shall be borne by the User.

For its part, Michelin warrants that it holds all the necessary rights, and notably intellectual property rights and/or licenses for the Test Services. In the event of legal proceedings or allegations brought against the User by a third party for the violation of an intellectual property right of said third party by the Test Services, Michelin shall, with the User’s assistance, ensure the defense of this third party claim subject to (i) the User informing Michelin of the third party allegation or legal proceedings, within a period of 15 days as from the day on which they became aware thereof, (ii) the User allowing Michelin total freedom in its defense and in any negotiation with a view to an eventual transaction with the third party, (iii) the User immediately calling Michelin as a third party in the event of legal proceedings, (iv) the violation of the intellectual property rights is not the result of a failure by the User to fulfil their obligations under these GTU. If the violation of the intellectual property rights of a third party by Michelin’s Test Services is proven and acknowledged by a legal decision handed down in a final judgment or by a transaction accepted by Michelin, Michelin shall bear all the damages that the User may be ordered to pay by a legal decision that has become definitive and is exclusively based on the demonstration of such an infringement.

11. Warranty Disclaimers

UNLESS EXPRESSLY SET FORTH IN THESE GTU, NEITHER MICHELIN, NOR ITS AFFILIATES NOR THEIR LICENCORSS OR SUPPLIERS SHALL PROVIDE SPECIFIC WARRANTIES REGARDING THE TEST SERVICES AND CONTENT. THE TEST SERVICES AND CONTENT ARE PROVIDED "AS IS" WITHOUT A WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND NEITHER MICHELIN NOR ITS AFFILIATES MAY BE HELD LIABLE IN THE EVENT OF INADEQUACY OF THE TEST SERVICES OR CONTENT FOR THE NEEDS OF THE USER. IN PARTICULAR, ANY IMPLIED WARRANTY OF THE RELIABILITY, ACCURACY, OR COMPREHENSIVE NATURE OF THE CONTENT AND SERVICES, IS EXCLUDED. MICHELIN, ITS AFFILIATES AND THEIR LICENSORS AND SUPPLIERS TAKE THE UTMOST CARE TO ENSURE THE COMPREHENSIVE NATURE, THE RELIABILITY AND THE UPDATE OF THE CONTENT, BUT IT IS POSSIBLE THAT SOME DATA MAY BE UNAVAILABLE, CHANGED OR MODIFIED ON THE DATE OF PRODUCTION OR USE OF THE SERVICES.

MICHELIN DOES NOT WARRANT THAT THE TEST SERVICES AND THE CONTENT WILL BE AVAILABLE AT ANY PARTICULAR TIME OR PLACE, THAT THEY WILL FUNCTION IN AN UNINTERUPTED MANNER, OR THAT THEY ARE SECURE. MICHELIN DOES NOT WARRANT THAT THE DEFECTS OR ERRORS IN THE TEST SERVICES AND THE CONTENT SHALL BE CORRECTED, NOR THAT THE TEST SERVICES AND THE CONTENT ARE FREE FROM ANY VIRUS OR OTHER DAMAGING CODE. THE USE OF THE CONTENT TO WHICH THE USER HAS ACCESS OR DOWNLOADS VIA THE TEST SERVICES IS AT THEIR OWN RISK.

12. Liability

The User cannot claim any compensation in the event of the impossibility of accessing the Services or in the event of any direct or indirect damages of any nature, resulting from the use of the Test Services.

Due to the nature and the complexity of the internet network, and notably, its technical performances and response times for consulting, examining, or transferring data, Michelin shall make its best efforts, in accordance with best industry practices, to enable access to and use of the Test Services. Michelin cannot ensure absolute accessibility or availability to the Test Services.

Michelin may temporarily or definitively block access to one or more Test Services notably to carry out updates and/or maintenance operations. Michelin is not responsible for damages of any nature that may result from a temporary or a definitive unavailability of all or part of the Test Services.

It is up to the User to monitor the development possibilities of the IT and transmission means at their disposal so that these means can be adapted to the developments of the Platform or the APIs. Michelin cannot be held liable for the fees and/or any prejudice that may result therefrom.

Finally, Michelin cannot be held liable, with regard to the User, for direct or indirect damages of any nature, resulting from the use of the Services, nor the impossibility of accessing the Test Services.

IN ANY EVENT, MICHELIN, ITS AFFILIATES, THEIR LICENSORS AND/OR THEIR SUPPLIERS, CANNOT BE HELD LIABLE FOR ANY INDIRECT DAMAGE WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, THE LOSS OR ALTERATION OF DATA, DAMAGE TO IMAGE, THE COST OF SUPPLEMENTARY INSURANCE AND REPLACEMENT GOODS OR SERVICES. THE LIMITATIONS OF LIABILITY SHALL NOT APPLY IN THE EVENT OF (I) WILLFUL MISCONDUCT; (II) DEATH OR PERSONAL INJURY.

13. Personal Data Protection

Michelin and its Affiliates undertake to comply with any obligations resulting from the application of legislation pertaining to the protection of personal data and private life that may apply to personal data processed as part of these GTU. With regard to the use of the User’s personal data, the User is requested to carefully read the Personal Data Policy. For the personal data that the User shall transmit to Michelin as part of their use of the Test Services, Michelin shall act in the capacity of data processor and the protection of this personal data shall be governed by Appendix 1.

If you are visiting us from the United States or Canada, view our Privacy notice here or view our Terms of use here.

14. Confidentiality

The User undertakes to conserve all the Confidential Information in the strictest confidentiality, not to disclose, distribute or disseminate the Confidential Information or the information derived therefrom, in any way whatsoever, to a third party and not to use the Confidential Information for their own profit, or the profit of others, or for any other purpose than the one in relation to their rights and obligation under these General Terms of Use. The User undertakes to ensure the protection of all the Confidential Information against any unauthorised disclosure and, in any event, to take precautions at least equal to those taken to protect its own information of a similar nature, but under no circumstances lower than equal to a degree of due diligence. Upon Michelin’s request, the User shall return or destroy (and shall confirm this destruction) all the documents, regardless of their media, that contain, embody, reflect or make reference to all or part of the confidential information. The User acknowledges that the violation of this section may entail an irreparable prejudice for Michelin, for which damages in cash may be an insufficient remedy, and consequently, Michelin shall be entitled to request an order to enforce the compliance with the provisions of this section without having to pay a deposit or provide special proof.

These confidentiality obligations shall not apply to the Confidential Information to the extent that the User can prove that this Confidential Information: (a) is or has become public knowledge (other than by an unauthorized disclosure), (b) was disclosed to them without a confidentiality obligation by a third party with the right to disclose this information without restriction and not indirectly by Michelin, or (c) is developed independently by the User without any use or reference to Michelin’s Confidential Information and without violating Michelin’s property rights.  In addition, the User may disclose Michelin’s Confidential Information if this is required by a legal decision, a government request, or any other mandatory legal procedure, on the condition that, if the User is legally authorized to do so, the User informs Michelin thereof beforehand in writing, in order to give the Michelin the possibility of requesting a protection order or any other reorganisation measure. Michelin has the right to disclose the parties of these General Terms of Use to our regulators in the performance of their legal authority or to our independent auditors, or to assert our rights under these General Terms of Use.

15. General provisions.

Commercial reference. The User must not publish any press release or general marketing communication, nor make any public declaration regarding these GTU, or their relationship with Michelin without Michelin’s prior written express consent.

Relationship of the parties. The User and Michelin are independent companies and nothing in these GTU shall make Michelin and the User joint ventures, partners, employees, agents, or other representatives of the other party. None of the parties must make declarations suggesting otherwise.

Entire agreement. These GTU, as well as any documents to which they refer, such as the Documentation and the Confidentiality Policy, constitute the entirety of the agreement between the User and Michelin, and replace all the previous or current agreements or arrangements between the parties, regarding the purpose of these GTU.

Amendments and Modifications. Michelin reserves the right to modify the provisions of these GTU at any time. The User can always find the most recent version of the GTU available on https://mobilitydata.michelin.com, with it being the responsibility of the User to consult these GTU regularly. Within the limit permitted by the applicable law, the fact that the User continues to use their User Account, the Test Services, and the Content after such a modification constitutes their acceptance of these GTU as amended. If the User does not accept any modification of these GTU, the User must immediately stop accessing and using their User Account, the Test Services, and the Content.

Divisibility and Titles. If a provision of these GTU is judged to be invalid or inapplicable for any reason whatsoever, the remaining provisions shall remain fully in force without being altered or invalidated in any way whatsoever. Any invalid provision shall be replaced with a valid provision, that is as close as possible to the intention and the economic effect of the invalid provision. The headers are used for reference purposes only and do not define, limit, interpret or describe the scope or the extent of any section under any circumstances, nor affect these GTU in any way.

Waiver. If one of the Parties does not insist on the strict performance of a provision of these GTU or does not exercise a right or a remedy under these GTU or the applicable law, this shall not be interpreted as a waiver or a renunciation, to any extent whatsoever, of the right to assert or invoke such a provision, right or remedy in these circumstances or in other circumstances; on the contrary, these provisions shall be and shall remain in force and with full effect.

Transfer. The User may not transfer any of its rights, nor delegate the performance of any of its obligations under these GTU without Michelin’s prior written consent. Michelin reserves the right to transfer these GTU or any right or obligation under these GTU to one of its affiliates, without the prior consent of the User. Michelin may totally or partially transfer any right or obligation under these GTU, to any company belonging to the same group of companies or to which the assets including the Test Services in question may be transferred.

Subcontracting. Michelin may subcontract all or part of the services incumbent on it under these GTU, but shall remain solely liable for the performance of the subcontracted obligations.

Force Majeure. Michelin shall not be liable for any delays, the non-performance of obligations or damage caused by an event of force majeure, such as those normally accepted by the applicable law.

Notifications. The User accepts that any notifications shall be addressed to them electronically, sent to the email address provided when registering their user account. They accept that any notifications addressed to Michelin are to be sent by registered letter or registered letter with acknowledgement of receipt, to the address provided in Article 1 of these GTU.

16. Applicable law and competent court

THESE GTU ARE GOVERNED BY FRENCH LAW. FOR ANY DISPUTE OF ANY NATURE THAT MAY ARISE IN CONNECTION WITH THE INTERPRETATION AND/OR THE PERFORMANCE HEREOF, JURISDICTION IS ASSIGNED TO THE COURTS OF CLERMONT FERRAND, NOTWITHSTANDING THE PRESENCE OF MULTIPLE DEFENDENTS OR A THIRD PARTY APPEAL.

 

 

Appendix 1 – Personal Data Protection

The Client hereby acknowledges that it has been provided with all relevant information by Michelin and that Michelin takes and implements all appropriate technical, logical and organizational security measures to protect Client Personal Data including against any accidental or unlawful destruction, loss, alteration or disclosure thereof, or unauthorized access thereto.

For the purpose of this clause, the terms "Controller", "Processor", "Personal Data", "Processing" shall have the meaning given to these terms in Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, French Data Protection Act No. 78-17 of January 6, 1978, modified, together with any laws and regulations that might come into effect during the Agreement (hereafter the "Regulation").

a. Respect of applicable legislation regarding personal data protection

Each Party, acting as data controller and/or as data processor, shall comply with any and all obligations resulting from the applicable legislations relating to data protection and privacy which may apply to Personal Data processed under the Agreement including the ones derived from the Global Data Protection Regulation (UE) 2016/79 of the European Parliament and of the Council dated 27 April 2016 and any obligations set out in the French Data Protection Act No. 78-17 of January 6, 1978, modified, together with the equivalent laws and regulations of any other applicable jurisdiction that might come into effect during the Agreement (the “Data Protection Legislation”).

Parties agree to actively collaborate in order to enable each Party to respect its obligations regarding fulfilment of the required formalities and for the purpose of the implementation of the processing registry and if needed, obtain the necessary authorizations from the competent data protection authorities.

b. Collection and processing of Personal Data implemented by Michelin

The Client shall be the Data Controller with respect to the Personal Data processing implemented pursuant to the Agreement for the purposes mentioned hereinafter. The Client shall be in that respect solely responsible for:

1. ensuring that the Personal Data is processed at all times in compliance with Data Protection Legislation,
2. implementing appropriate technical, logical and organizational security measures to protect Personal Data including against any accidental or unlawful destruction, loss, alteration or disclosure thereof, or unauthorized access thereto,
3. providing the Data Subjects with the mandatory information set out in the Data Protection Legislation,
4. dealing with the Data Subject’s requests in the exercise of their rights,
5. taking full responsibility for the actions or omissions of its subcontractors in the execution of the contracts that bind them,
6. carrying out all appropriate declarations or notifications to the competent data protection authorities if needed.

c. Undertakings of Michelin

Michelin shall process Personal Data in the conditions described below:

• Duration of the processing: duration of the Agreement
• Nature and purpose of the processing:
• Hosting of the data entered and provided by the User into the storage space provided by Michelin
• Support upon request of the User, intervention on the data if needed
• Responses to requests sent by the User's application, using the data stored into the storage space provided to the User by Michelin
• Type of personal data processed: those integrated by the Client
• Categories of data subjects: users of services provided by Michelin, users of the Client's application, employees of the Client or of its own customers or partners.

The Client will inform Michelin, of any modification request with respect to such processing. Such request shall be discussed by the Parties and as the case may the change management process shall apply.

Michelin undertakes:

• to process the Personal Data only on Client ’s documented instructions as set out herein;
• not to use or allow, or facilitate the use of those Personal Data by any third party or on behalf of a sub-processor or any person acting with the authority or on behalf of Michelin, for purposes other than the provision of the Services, and shall not communicate them to other persons even for their preservation;
• to implement and maintain during the Agreement the appropriate logical, technical and organizational measures and procedures to ensure that all Personal Data, processed in relation to the Services, including against any accidental or unlawful alteration, loss, unauthorized processing, disclosure or access thereto. These measures are described in Appendix 2;
• not to use any other data processor than those listed in section (g) of this Appendix without the prior specific or general authorization in writing of the Client. In the event of a general authorization, Michelin shall inform the Client of any intended changes concerning the addition or replacement of other processors;
• to ensure that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
• to assist the Client in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR (Data Breach, Privacy Impact Assessment) taking into account the nature of processing and the information available to Michelin;
• not to transfer Personal Data or cause Personal Data to be transferred to a country outside the European Economic Area unless (i) such country ensures an adequate level of protection as referred to in the Regulation, or (ii) the transfer is in accordance with one or more of the conditions referred to in the Data Protection Legislation;
• In the event Personal Data is transferred outside of the EEA, to inform the Client of such transfer and the Client shall sign with the data importer a data transfer agreement in the form and the conditions stated in European Commission decision of the 4th June 2021 related to standard contractual clauses for the transfer of personal data to third countries (hereinafter “Standard Clauses”).

As a result, Michelin is prohibited to:

• consult and/or process Personal Data other than those necessary for the Processing pursuant to this Agreement, even if access to those data is technically possible;
• disclose, in any form, in whole or in part, Personal Data used by any third party.

If Michelin uses Personal Data for other purposes, transfers them and/or uses them in a manner inconsistent with those set out in the Agreement or provided by the User, Michelin will be considered as Controller and will be personally liable for any infringements that he may commit.

Michelin may gather, compile, commingle and use aggregate statistical or analytical data and/or performance information about its provision and the use of the Services by the Client, solely for financial, accounting, product optimization, Client support, and other internal business purposes as such purposes relate to the provision of services and other internal business purposes. Provided it does not include any Personal Data, Michelin retains all ownership and intellectual property rights to those aggregate statistical or analytical data and that aggregate statistical or analytical performance information.

d. Reversibility of Data

Michelin shall return or destroy, at Client’s choice and upon the Client’s request, all Personal Data provided by the Client in connection with the Agreement within thirty (30) Business Days of such request unless applicable law prevents him from returning or destroying such Personal Data. In the event the Client requests the destruction of such Personal Data, Michelin shall certify in writing, on reasonable notice, that such destruction has taken place.

e. Audit

Client reserves the right to conduct audits, if needed and at its own costs, to ensure Michelin’s compliance with its obligations under this Agreement in the conditions set out in the audit clause of the Agreement. 

f. Data Breach

Without undue delay after becoming aware of an actual or suspected Personal Data breach or failure, Michelin shall notify Client thereof.  Michelin shall promptly investigate any Personal Data breach and/or any threat of breach in order to remedy such breach and/or threat and avoid any similar security breach from occurring in the future.

Michelin undertakes to remedy these breaches and/or threats as soon as possible and to minimize the impact of such breach and/or threat on all relevant Data Subjects. Michelin understands and acknowledges that any Personal Data breach may impose obligations on Client notably regarding notifications to Data Subjects as well as to Personal Data authorities and undertakes to use its best efforts to collaborate with Client to fulfill such obligations.

g. Name and Contact information of further data processors (if applicable)

#

Dénomination sociale

Adresse

Pays

Traitement

1.

Google Ireland Limited

Gordon House, Barrow Street, Dublin 4

Irland

API management

2.

Microsoft Ireland Operations Ltd.

One Microsoft Place

South County Business Park

Leopardstown, 

Dublin 18, D18 P521

Irland

Hosting

 

 

Appendix 2 – Security Measures

ISO-IEC 27001 Hosting

Data is hosted in Europe (Dublin and Amsterdam) in Microsoft Azure’s datacenters. The proposed hosting is ISO / IEC 27001 certified for Information Security Management, demonstrating the importance of business continuity and enterprise-wide security management. ISO 27001 is an international standard that defines the requirements for the study, implementation and documentation of an effective information security management system.

Security measures for access to premises:

All measures to prevent unauthorized physical access, any damage or intrusion into the premises in which the data reside are put in place. The server rooms are physically protected from uncontrolled or malicious access.

Server access security measures:

As part of the deployment of projects, Michelin employees are required to connect to the servers. The treatment conditions are strictly supervised, and each employee is regularly aware of safety issues. An access control policy to prevent unauthorized access to operating systems is implemented.