General Terms of Service
These General Terms set forth the terms and conditions governing the access and use of the
Services provided by Escape Technologies, a French
Société par Actions Simplifiées incorporated under the laws of France with its principal place of business located at 8
B Rue de l’Operne, 64200 Biarritz , France, registered in the Trade and Companies
Register of Bayonne under number 888 699 584, dully represented by Tristan Ignace KALOS acting
in its capacity of President (“Escape”), on or after the Effective Date and during the term hereof, to the client which has
subscribed to an Offer the conditions further detailed below (the “Client”), each a “Party” and jointly the “Parties” to this Agreement.
By subscribing to the Offer and prior to any use of the Services, Client declares that he/she
has read and accepted these General Terms and the conditions incorporated hereto by reference.
Therefore, the Client will be asked to read these General Terms and to check the box
"I accept the General Terms" before subscribing to the Offer. By accepting these General Terms, the Client
undertakes to comply with all of these provisions, which shall take effect on the date on
which the Client gives his or her consent, on the site published by Escape and accessible at
https://escape.tech/ (hereinafter, the "Site"), by following and completing the subscription
process (hereinafter, the "Effective Date").
Each Party acts exclusively in its own name and on its own behalf with respect to the rights
and obligations pursuant to this Agreement. Therefore, Parties agree as follows:
For the purposes of this Agreement, the following terms beginning with a capital letter,
whether used in the singular or plural, shall have the following meanings:
"Account" means, as applicable, the Administrator(s) Account(s) or Authorized User Account(s).
“Administrator(s)" means the person authorized by Client to access and manage the Administrator
Account(s) on the Platform.
“Administrator(s) Account(s)" means the account created by the Client for the Client's Administrator(s) allowing
Administrators to manage and create additional Accounts on the Platform (e.g., creation or deletion of Accounts, access management etc.).
"Authorized User(s) Account(s)" means a personal account created by the Administrator for each Authorized User to
access the Platform and use the Solution in compliance with the provisions of this Agreement.
“Affiliate” shall mean and include any entity or association controlled by, controlling or under
common control with Escape and for the purposes of this definition, the term
“control” shall mean: (i) the ownership of more than fifty percent (50%) of the
voting shares of the subject entity or association; (ii) the right or power, directly or
indirectly, to elect or remove directors; or (iii) the right or power to control management.
“Agent” means the proprietary software component owned and made available by Escape to the
Client, installed and used by the Client to connect the Client’s API and the Platform,
in accordance with these General Terms.
“Agreement” means these General Terms of Service and the terms contained in the web links
referenced herein and hereby incorporated by reference, including any amendment thereof.
“API” means Application Programming Interface which refers to a technology that allows two
applications to communicate with each other through the Internet. APIs are the main means of
exchanging data in modern applications.
“API Specification documentation” refers to a formal document describing the Client’s API specifications,
generated for each Client’s APIs when using the Agent during the Discovery Phase and
used to create tailored security checks of the Client’s API during the Scanning Phase.
“Applicable Law” means any local, state, national and/or foreign law, treaties, and/or regulations
applicable to the respective Party under this Agreement.
“Associated Services” means any support and maintenance services relating to the Platform referred to
herein and described in
Section 7 of these General Terms.
“Authorized Users” refers to the Client's employees (including its Administrators), subcontractors
or and service providers acting on behalf and for the internal professional needs of the
Client authorized by the Client and/or an Administrator to access and use the Solution under
the conditions further described in these General Terms.
“Client’s API” means the APIs owned by the Client and tested via the Solution in accordance with the
provisions of this Agreement.
“Client’s Data” means refers any information, data and/or document communicated by the Client and/or
its Authorized Users to Escape and/or its Affiliates, or produced on its behalf, including
Confidential Information and/or Personal Data if any (subject to the provisions of
Section 17.1 of this General Terms), and/or downloaded, hosted and/or otherwise used by the Client
through the Solution under this Agreement and/or in the course of the performance of the
“Discovery Phase” refers to the execution phase of the Services aiming when applicable at analyzing any
Client’s API installed in its execution’s environment via the Agent and generating
a dedicated API Specification documentation in the conditions further described at
https://docs.escape.tech. Any information relating to the Discovery Phase will be made
available to the Client on the Platform. This phase will not be required for certain of the
Client’s API (e.g. for GraphQL APIs as opposed to REST APIs).
“Documentation” refers to the documentation related to the Solution including a description of its
specific features, user manuals and settings.
“Endpoint” refers to the Internet address targeted to trigger an action of the Client’s
API. For the sake of clarity, APIs may be composed of numerous different endpoints depending
on the technical structure of the Client’s API, provided that each Endpoint includes a
method (i.e. POST, GET, UPDATE, or DELETE) and a route (e.g. “/user/username”).
“GDPR” refers to Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April
2016 on the protection of natural persons with regard to the processing of personal data and
on the free movement of such data, and repealing Directive 95/46/EC.
“General Terms” means the provisions set out in this document “General Terms of Service”
and its appendices, including any amendment thereof.
“Identifiers” means the connection identifiers (including usernames and passwords) chosen by the
Client or the Administrator to allow Authorized Users to access the Platform, as further
Section 6 of these General Terms.
“Intellectual Property Rights” means authors’ rights and copyrights, inventions, patents and applications to
register patents, trademarks and application to register trademarks, design, drawing and model
rights, semi-conductor topography rights, database rights, internet domain names, company and
business names, whether registered or not on all creations, know-how or any similar form of
protection in force anywhere in the world.
“Major Anomaly” refers to any anomaly that makes impossible to access and use the Platform.
“Minor Anomaly” refers to any anomaly affecting all or part of the Platform and which is not a Major
“Offer” refers to the applicable offer subscribed by the Client on the Site.
“Platform” refers to a web SaaS platform accessible by the Authorized Users at
https://app.escape.tech hosted on Escape’s own environment that allows the Authorized Users to access and
use the results generated during the Discovery Phase and/or Scanning Phase according to the
applicable Offer and as further described in this Agreement.
"Endpoint" refers to the metric used by Escape to monitor the usage of the Solution by the Client and
its Authorized Users for a specific Client’s API, as further detailed in the applicable
Offer and in
Section 11.1, which may correspond for a REST API to the number of Endpoints targeted to trigger an action
of the Client’s API or for a GraphQL APIs to the number of Objects defined in the
Client’s GraphQL Specification.
“SaaS” means Software as a Service.
“Scanning Phase” refers to the execution phase of the Services aiming at testing any Client’s
API in its execution’s environment via the Agent and implementing a security check based
when applicable on the results obtained during the Discovery Phase in order to identify any
Vulnerability affecting the Client’s API in the conditions further described
https://docs.escape.tech. Any information relating to the Scanning Phase will be made
available to the Client on the Platform.
“Service Levels” or “SLA(s)” refers to the levels of services that Escape undertakes to comply with under this
Agreement, as more fully described in
Appendix 1. Client acknowledges and agrees that
Appendix 1 which reproduces the services levels applicable at the Effective Date of this Agreement
and may be subject to changes as further indicated in
Section 3.3 and 3.4., is attached to this Agreement for information purposes only. Client shall regularly
consult the Services Levels made available online at https://escape.tech/sla
“Services” refers to the rights of access and use granted to the Client by Escape on the
Solution as well as the Associated Services provided by Escape to the Client under this
“Solution” refers to all of Escape’s proprietary technology (including the Platform, the
Agent and any additional software, hardware, products, processes, algorithms, user interfaces,
know-how, techniques, designs, and other tangible or intangible element, protected or not by
Intellectual Property Rights) that Escape may make available to the Client from time to time
in accordance with this Agreement in the course of the provision of the Services.
“Vulnerability” refers to a weakness in an information system, system security procedures, internal
controls or implementation that could be exploited or triggered by a threat source.
This Agreement sets forth the provisions governing the rights of access and use of the
Solution by the Client and its Authorized Users as well as the conditions under which Escape
provides the Client with the Associated Services as ordered by the Client .
Order of Precedence. The contractual relationship between the Parties is governed by the following documents
cited in decreasing order of importance:
these General Terms (including any documents integrated hereto by reference and any
Appendix 1 of these General Terms.
In the event of inconsistency or contradiction between one or several provisions
stipulated in: (i) any document above the document with a higher ranking shall
prevail ; (ii)
these General Terms and any document integrated hereto by reference, the provisions of
any document integrated hereto by reference shall prevail. Any purchase order, acknowledgment, or other business form either Party issues in
connection with this Agreement is solely for the issuing Party’s internal
convenience, and will not modify, amend, or supplement the provisions of this Agreement,
irrespective of whether it purports to do so, or whether it is countersigned or
acknowledged by the other Party. Parties agree that the general conditions of each of them
are not applicable. Any modification of this Agreement must be the subject to a written
amendment duly signed by the authorized representatives of both Parties.
Documents integrated into this Agreement by reference. The description of the Services, SLAs and other additional provisions are made
available to the Client within this Agreement via hyperlinks redirecting to content
available online, which are a part of, and are hereby incorporated by reference into, this
Agreement. By entering into this Agreement, Client confirms that it (i) has full knowledge
of all provisions incorporated herein by reference, (ii) agrees to be bound by and accept
(and shall cause its Authorized Users to agree to be bound by and accept) all provisions
incorporated herein by reference. Escape reserves the right to make changes in the
provisions incorporated herein by reference at any time, subject to
Section 3.4 of these General Terms.
Amendments. Except as specifically indicated herein, any amendment to this Agreement must be in
writing and duly signed by both Parties. Escape reserves the right to, and hereby to
notify the Client that it may, amend the provisions incorporated herein by reference at
any time, (including by adding new provisions, or deleting or modifying existing
provisions) as may be required under Applicable Law or otherwise, which amendment
generally shall take effect thirty (30) days after notice to the Client (unless another
effective date is specified in the notice). Any future provisions will not, on an overall
basis, with respect to any Services provided to Client under this Agreement, result in a
material increase in the Client’s liabilities and obligations under this Agreement,
or a material decrease in Escape’s liabilities or obligations under this Agreement. Client agrees to accept (and cause its Authorized Users to accept) all changes made (and
further to abide by the amended provisions) as a condition of this Agreement governing the
acceptance of the provision of the Services to the Client.
Term of the Agreement. This Agreement shall start on the Effective Date and continue in full force and effect
until the Offer is terminated by the Client or by Escape under the conditions set out in
Section 18 of these General Terms.
SUBSCRIPTION TO AN OFFER
Orders. Client may order Services from Escape only through the Site by following the
subscription process. To order the Services, Client shall create an Account on the Site,
select an Offer, fill in all the required information and accept these General Terms. The
Client will then receive a confirmation by email and be invited to finalize its order by
providing its payment details for the payment of the fees due for the provision of the
Services as indicated in the applicable Offer and under the conditions further detailed in
Section 11 of these General Terms.
Access and use of the Services. Client and its Authorized Users will only be granted an access to, and be entitled to
use, the Services as from the completion’s date of the subscription’s process
Section 5.1 above.
CONDITIONS OF ACCESS AND USE OF THE SOLUTION
Perimeter of rights. Escape grants the Client and its Authorized Users, from the Effective Date and for
the term of the Agreement, the right to access the Platform in SaaS mode and use the Agent
available within the Platform under the conditions further described in
Section 12 of these General Terms.
Access to the Platform. To access the Platform, the Client shall create an Administrator Account when he
first connects to the Platform allowing the Administrator to create Authorized Users
Accounts. Authorized Users shall use the Identifiers communicated to them by the Client
and/or the Administrator when they first connect to the Platform and shall be invited to
personalize their Identifiers, including their passwords. The Client must ensure that its
e-mail address and those of its Authorized Users remain valid throughout the term of this
Agreement, otherwise, the Client and/or the Authorized Users may no longer be able to
access the Platform.
Confidentiality and security. Identifiers are personal and confidential. Client and its Authorized Users must choose
a unique password that complies with the highest applicable security standards and shall
regularly change their passwords to limit security risks. Client is solely liable for the
use that he and/or his Authorized Users make of Identifiers, the Solution and any
Services. Client undertakes to notify Escape as soon as possible in the event of potential
misuse of Identifiers of one or more of its Authorized Users, or in the event of a
security breach in this context as soon as it becomes aware of it. Any operation made on
the Platform via the Client’s and Authorized Users’ Identifiers will be deemed
performed by the Client and made under its sole liability. Client hereby acknowledges and
agrees that the Platform shall be considered as the only valid evidence of the nature,
substance, date and time of the operations performed by the Client, in particular in
relation with its Scanned Endpoints Amount.
Restrictions of use. Client and any Authorized User accessing the Solution shall refrain from i) using
the Solution and/or the Services for purposes other than those strictly provided for in
this Agreement or in any way prohibited by a legal or regulatory provision; ii) use the
Solution and/or any Services in violation of the rights of any third-party ; iii) use the
Solution and/or Services in a manner that may damage the Solution and/or the Services or
interfere with their use by another client; iv) sell, rent, sub-license, market,
distribute, transfer or make, in any way whatsoever, the Solution and/or the Services
available to any person other than the Authorized Users or provide any type of service to
a third-party in connection with the Solution and/or the Services, including in particular
consulting, training, assistance, support, maintenance, outsourcing, office service,
configuration or development services; v) modify (except as permitted and described in the
Documentation and this Agreement), adapt, reverse engineer, decompile, disassemble or
otherwise translate all or part of the Solution; vi) correct errors, defects and any other
anomalies in the Solution and/or the Services; vii) violate Escape's legitimate
interests and in particular its Intellectual Property Rights and other rights relating to
or related to the Solution and/or the Services; viii) remove or modify the Escape
trademark, logo or any other distinctive sign contained in the Solution and/or the
PROVISION OF ASSOCIATED SERVICES
Support and maintenance services. Escape provides the Client with support and corrective maintenance services under the
conditions further described in the SLAs. Subject to the cases expressly referred to
below, the price of the Associated Services is included in the price paid by the Client
for access and use of the Solution as set out in
Section 11 of these General Terms and in the applicable Offer. The provision of an access to
the Solution and the provision of the Associated Services to the Client are intrinsically
linked and may not be dissociated in any way.
Exclusions. Escape is not required to provide the support and maintenance Services and shall not be
liable in any way in the following cases: i) refusal by the Client and/or the Authorized
User concerned to actively cooperate with Escape in resolving the Anomalies and in
particular to answer requests for information; ii) misuse of the Solution regarding in
particular the Services’ purposes, Documentation and/or Escape's instructions;
iii) in the event of unauthorized modification of all or part of the Solution by the
Client and/or any Authorized User; iv) in the event of Anomalies due to failures of
Internet communication networks and/or due to the actions of a third-party; v) in the
event of Anomalies related to a Force Majeure event. However, if the Client so requests,
Escape may, if possible, work on resolving any malfunctions and Anomalies encountered in
the cases listed above. In such case, Client acknowledges and agrees that Escape will
invoice the Client of such additional work at Escape's rate in effect at the date of
Escape Obligations. Escape undertakes to provide the Services to the Client and to perform its
obligations under this Agreement in a professional manner in accordance with good industry
practices, in accordance with the provisions of this Agreement and the Service Levels.
Services are performed by the personnel of Escape, who alone determines the composition of
its work team, the organization of tasks and ensure the supervision, direction, and
control of its employees. Regardless of the term of this Agreement, the personnel
therefore remain in all circumstances under Escape's hierarchical authority. Escape is
directly responsible for the direction, discipline and safety of its personnel and its
staff members may under no circumstances be considered as the Client's employees.
Service Levels and Service Credits. Escape undertakes to provide the Services to the Client in accordance with the
Service Levels. If Escape fails to meet the Availability Rate (as defined in the SLAs)
over a three-month period, Escape shall provide, at Client’s request, Service
Credits for the affected part of the Services, as further described in the SLAs. The total
amount of the Services Credits applied pursuant to this Section for the term of this
Agreement shall in no event be higher than ten percent (10%) of the price (VAT excluded)
paid by the Client for access and use of the Solution under this Agreement. Service
Credits shall be deducted from subsequent invoices or, upon termination of the Agreement,
paid to Client directly. Without prejudice to Client’s rights under
Section 18, the remedies set forth in this Section shall be Client’s exclusive remedy and
Escape’s sole liability for Escape’s failure to comply with the Service
Client Obligations. Client shall: (a) have sole responsibility for the accuracy, quality, and legality
of all Client’s Data; and (b) use reasonable endeavors to prevent unauthorized
access to, or use of, the Services, and notify Escape promptly of any unauthorized access
or use. Client shall not: (i) use the Services in violation of Applicable Laws; (ii) in
connection with the Services, send or store infringing, obscene, threatening, or otherwise
unlawful or tortious material, including material that violates privacy rights; (iii)
knowingly send or store malicious code in connection with the Services; (iv) use the
Services to detect, exploit and/or take any advantage of third party’s API
Vulnerabilities; (v) knowingly interfere with or disrupt performance of the Services or
the data contained therein; or (vi) attempt to gain access to or use the Services or its
related systems or networks in a manner not set forth in the Documentation. Client is
responsible for its Authorized Users’ compliance with this Agreement and any breach
by its Authorized Users shall be deemed a breach by the Client.
Client’s Cooperation. The Client undertakes to cooperate loyally and actively with Escape, in particular,
to communicate and/or allow Escape to access the information, documents and any other
elements necessary for the performance of the Services.
Cooperation. Parties undertake to fully cooperate in the proper performance of the Agreement.
Client and Escape shall take all necessary measures, each with regard to their respective
staff, to facilitate the performance of this Agreement during its term and in particular:
i) to ensure the availability, collaboration and competence of its staff members; ii) to
consult each other without delay in order to deal with any unforeseen situations or
situations that may require arbitration; iii) to cooperate, with regard to Escape with any
third-party service providers who could be in charge of work in liaison with the Services.
PRICES AND PAYMENT TERMS
Prices. In consideration of the rights, licenses and Services provided under this
Agreement, the Client shall pay to Escape the amounts corresponding to the volume of
Endpoint Scanned by the Client each month when using the Solution, calculated according to
the calculation pricing method detailed in the applicable Offer subscribed by the Client
(the “Endpoint Count”). Unless otherwise stated in the applicable Offer: i) the price corresponding to
the Endpoint Count are payable on a monthly basis; and ii) the Client will be invoiced on
the first business day of each month on the basis of the Client’s Scanned Endpoint
Count of the previous month; and iii) the amounts due by the Client will be automatically
debited from the bank account indicated by the Client based on the SEPA mandate granted by
the Client to Escape on the Effective Date on the first business day of each month
Prices revision. The prices applicable to the provision of the Services may be changed at any time
by Escape during the term of the Agreement. In such a case, Escape shall notify the Client
in writing of any change in the prices applicable to the provision of the Services. The
change in the prices applicable to the provision of the Services shall not be effective
until two (2) months after Escape has notified the Client in writing. If this new pricing
is not accepted by the Client, the Client is free to terminate the Agreement under the
conditions set out in
Section 18.1 of these General Terms.
Late payments. Without prejudice to any damages Escape may claim otherwise and its right to
terminate the Agreement under the provisions of
Section 18.4 of the General Terms, Escape shall be entitled, in the event of failure by Client
to pay the relevant prices within the above-mentioned deadlines, to (i) automatically
apply a late payment interest equal to three (3) times the legal interest rate calculated
per day of delay from the date the payment is due until the effective payment date,
without any formal notice being necessary; (ii) in addition to late payment interests,
request the payment of a lump sum of forty (40 euros) for recovery costs in accordance
with Articles 441-10 and D.441-5 of the French Commercial Code. Where the recovery costs
incurred exceed the amount of this fixed indemnity, Escape may request additional
compensation, upon justification; and (iii) suspend the access to the Solution with no
prior notice, without liability to the Client, until such amounts are paid in full.
Taxes. All prices are exclusive of taxes. Client shall be responsible for payment of any
and all taxes, including fees, duties, excises, import VAT, or similar charges of any
nature whatsoever, now in force or enacted in the future, that are levied, assessed,
charged, withheld, or collected for or in connection with the transfer or usage, to the
extent authorized hereunder, of the Services provided hereunder or otherwise arising in
connection with this Agreement, but excluding domestic taxes based on Escape’s net
income. If the Client is required to withhold, deduct, or pay for any tax from the amount
of fees to be paid under this Agreement, then the Client shall pay such additional amount
to Escape as is necessary to ensure that Escape receives a sum equal to what would have
been received had no such withholding, deduction or payment been required.
Rights on preexisting elements
Each Party shall remain the sole owner of its own pre-existing works protected or not by
Intellectual Property Rights owned by a Party before the Effective Date of this Agreement.
Right of access and use the Solution
Right of access and use the Platform. In consideration of the payment of prices set out in the applicable Offer and
provided that the Client and its Authorized Users comply with the provisions of this
Agreement, Escape grants the Client, from the Effective Date and for the term of the
worldwide,, a non-exclusive, limited and non-transferable (including by sublicense) right to:
- access in SaaS mode and use the Platform and all components contained therein as well as
any Documentation related therefrom;
- allow its Authorized Users to access in SaaS mode and use the Platform and all components
contained therein as well as any Documentation related therefrom.
Right to install and use the Agent. In consideration of the payment of prices set out in the applicable Offer and
provided that the Client and its Authorized Users comply with the provisions of this
Agreement, Escape grants the Client, from the Effective Date and for the term of the
worldwide, a non-exclusive, limited and non-transferable (including by sublicense) right to:
install and use the Agent for the sole purpose of interfacing with the Client’s API
to benefit from the Services;
allow its Authorized Users to install and use the Agent for the sole purpose of
interfacing with the Client’s API to benefit from the Services.
Client and its Authorized Users are authorized to access and use the Solution for the
sole purpose of i) interfacing the Agent with the Client’s API to benefit from the
Services; ii) consulting any information relating to the Services; and iii) for the
internal business needs of the Client only, any commercial exploitation of the Services
Escape’s property. Except for the limited rights expressly granted to the Client under this Section of
these General Terms, Escape is and remains the exclusive owner of all rights (including
Intellectual Property Rights) in or to the Solution, all its components (including, but
not limited to the Platform and the Agent), the related Documentation made available to
the Client and its Authorized Users by Escape under this Agreement. Any rights relating to
know-how, techniques, programs, tools, integrations, improvements and/or documents
developed by Escape connection with the provision of the Services or co-developed by the
Parties in connection with this Agreement, shall remain the exclusive property of Escape.
As such, Client undertakes not to delete, modify or alter any mention of Intellectual
Property Rights displayed or provided by the Services. The Solution (including the
Platform and any components therein, the Agent and any element provided by Escape to the
Client under this Agreement) is confidential in nature and not in the public domain.
Property rights on Data
Escape is and remains the owner of the data made available to the Client and used for the
provision of the Services. Client is and remains the owner of the Client’s Data.
Indemnification by Escape. Escape undertakes to defend, indemnify and hold the Client harmless from and
against any and all liabilities, damages and costs arising out of any claim by a third
party alleging that the Solution infringe any intellectual property rights of a
third-party. Such indemnity, however, is specifically exclusive of any such claims which
arise or result from i) the use of the Solution in violation of the provisions of this
Agreement and/or misuse of the Solution; ii) modification of the Solution by any person
other than Escape and/or alteration of the Solution as provided by Escape; iii) use of the
Solution in combination with any other product, software and/or services not provided by
Escape; iv) Client or third party content and/or software including databases, used via
the Solution. This indemnification shall extend only to damages and costs (including
reasonable legal fees) finally awarded against the Client by a court of competent
jurisdiction or agreed to as a result of a written settlement entered into with the prior
written consent of Escape. This indemnification is granted to the Client, provided that
the Client (i) promptly notifies in writing Escape of any claim or legal action brought
pursuant to this Section; (ii) does not make any admission of liability, agreement or
compromise in relation to the claim without the prior written consent of Escape; (iii)
provides Escape with reasonable assistance and cooperation in the defense and settlement
of any claim, including by providing Escape with reasonable access to its premises and/or
to any relevant information or records so as to enable Escape to assess and/or defend such
claim; and (iv) Escape shall have exclusive control over the defense of such claim and any
related settlement discussions. If such claim is made, or if in Escape reasonable opinion
is likely to be made, Escape may at its sole option and expense: i) secure the right for
the Client to continue using the Solution in accordance with the provisions of this
Agreement, ii) modify the Solution so that the Solution cease to be infringing, or iii)
replace the Solution with another element with similar functionalities. If none of the
foregoing options is available on terms which are reasonable in Escape's judgment,
Escape may terminate the Agreement. In such a case, Escape shall refund all prices paid
hereunder for the affected Services. This Section states Escape’s entire liability
and Client’s exclusive remedy for any claim of infringement of intellectual property
Indemnification by the Client. The Client warrants Escape that it holds all the rights and authorizations
necessary for the use of any element provided by the Client and/or any Authorized Users
under this Agreement and that it has accordingly paid all the rights and payments that may
be required. Client undertakes to defend, indemnify and hold Escape harmless from and
against any and all liabilities, damages and costs arising out of any claim, proceeding or
legal action by a third party or a competent authority alleging that any element provided
by the Client and/or any Authorized Users under this Agreement (including Client’s
Data) and/or any breach of the Client’s obligations under this Agreement, result in
a violation of any third party’s rights (including any Intellectual Property
Rights). This indemnification shall extend only to damages and costs (including reasonable
legal fees) finally awarded against Escape by a court of competent jurisdiction or agreed
to as a result of a written settlement entered into with the prior written consent of the
Client. This indemnification is granted to Escape, provided that Escape (i) promptly
notifies in writing the Client of any claim or legal action brought pursuant to this
Section; (ii) does not make any admission of liability, agreement or compromise in
relation to the claim without the prior written consent of the Client; (iii) provides the
Client with reasonable assistance and cooperation in the defense and settlement of any
claim; and (iv) the Client shall have exclusive control over the defense of such claim and
any related settlement discussions.
General Warranty. Escape warrants that during the term of this Agreement: (i) the Solution shall
perform materially in accordance with the Documentation ; and (ii) the functionality of
the Solution will not be materially decreased. In the event of a breach of the warranty
set forth in (i), or (ii), Escape shall correct the non-conforming part of the Solution at no additional charge
to Client, and if Escape is unable to correct such deficiencies after good-faith efforts,
Escape shall refund Client amounts paid or at the request of Client. Escape shall
respectively reimburse any amounts in proportion to the amounts payable attributable to
the defective part of the Solution from the date Escape received such notice or Client
provides evidence that the defect has occurred. Client shall notify Escape in writing
within thirty (30) days of identifying a deficiency, but Client’s failure to notify
Escape within such period shall not affect Client’s right to receive warranty
remedies unless and to the extent that Escape is somehow unable to, or impaired in its
ability to, correct the deficiency due to Client’s failure to notify. Notice of
breaches of the warranty shall be made through email at email@example.com. The remedies
set forth in this Section shall be Client’s exclusive remedy and Escape’s sole
liability for breach of these warranties unless the breach of warranty constitutes a
material breach of this Agreement, in which case Client may elect to terminate this
Agreement in accordance with
Section 18.1. Escape shall not be subject to any obligations under this Section should the Client (i)
not properly maintain all associated equipment, software, Internet access, and
environmental conditions in accordance with the General Terms, the Documentation and
applicable industry standards; (ii) not use software or equipment that is capable of
supporting the Solution and the Services; (iii) introduce other equipment or software
creating an adverse impact on the Services; (iv) or its Authorized Users or any other
person operating under Client’s control causes defaults.
Warranties Disclaimer. The foregoing warranties are in lieu of and exclude all other warranties,
representations, or conditions for Services, whether express or implied, including,
without limitation, any implied warranties of merchantability, fitness for a particular
purpose, title or non-infringement. Escape disclaims all liability and does not warrant
that i) Services will meet Client’s requirements or will enable it to reach the
objectives Client has set for itself, (ii) Services will operate in the combination or
environment selected for use by the Client (iii) the operation of Services will be
uninterrupted, accurate, complete or error-free or (iv) the use of the Services prevents
the Client from all and any security breach or hack. While using the Services, Client
understands and agrees that it should continue to use a reasonable degree of care when
managing its APIs and to protect them against security threats, including (without
limitation) by avoiding downloading any obviously malicious applications. The Client
agrees that the Services may be subject to limitations, delays, errors, and other problems
inherent to the use of the Internet and electronic communications. Escape is not
responsible for any delays, delivery failures, or other damage resulting from such
problems. In all instances, the Client shall be solely responsible for ensuring that the
results produced by the Services comply with quality and safety requirements of its
products or services. This warranties’ disclaimer applies to the maximum extent
permitted by Applicable Law.
LIMITATION OF LIABILITY
Liability. Each Party shall be liable for direct damages, which are caused by a Party and/or
its Authorized User, its subcontractors or Affiliates, to the other Party or to third
parties in connection with the performance of this Agreement.
Indirect damages. Under no circumstances shall a Party be liable for any indirect damage that a
Party, its Authorized Users and/or its subcontractors cause to the other Party, including
without limitation claims for lost profits, business interruption, loss of turnover and/or
loss of data that in any way relate to this Agreement, the Services, the Solution, the
Documentation, whether Escape has been advised of the possibility of such damages and
notwithstanding the failure of the essential purpose of any remedy. Escape shall not be
liable for the loss, destruction, alteration and/or disclosure of the Client’s Data
by the Client or a third party having accessed the Platform using the Client's and/or
its Authorized User's Identifiers.
Liability Cap. In no event shall Escape (or its respective Affiliates) total aggregate liability
for any and all claims (individually and in the aggregate) arising out of or related to
this Agreement, exceed the total amount of fees paid by the Client for the Services which
caused the damages in the twelve (12) months period prior to the occurrence of the cause
of action giving rise to the claim.
No limitation. Notwithstanding the foregoing, Parties are liable without limitation with respect
to: (i) death or personal injury; (ii) fraud, fraudulent misrepresentation, willful
misconduct or gross negligence; (iii) either party’s intellectual property
indemnification obligations in
Section 12.4; and (iv) Client’s payment obligations.
Upon the occurrence of an event of force majeure, as defined in Article 1218 of the
French Civil Code, resulting in a temporary impediment to performance for one of the
Parties (the "Force Majeure Event"), the respective obligations of the Parties shall be suspended and neither Party
shall incur any liability as a result.
The Party invoking a Force Majeure Event undertakes, however, to (i) notify the other
Party of its existence as soon as possible, (ii) do everything necessary to limit the
consequences thereof, and (iii) resume performance of the Agreement, immediately after the
Force Majeure Event has ceased.
Should the Force Majeure Event continues for more than one (1) month, and/or if, upon its
occurrence, it causes a definitive impediment to the performance of either Party, either
Party shall be entitled to terminate this Agreement by giving written notice to the other
Party by registered mail with return receipt requested. Such termination shall be
effective upon receipt of such registered mail with return receipt requested without
liability to either Party.
“Confidential Information” means any non-public information, know-how and trade-secret communicated by one
Party to the other, and/or accessed by a Party, on any medium, in writing, orally or by
any means whatsoever, during the negotiations and/or the performance of this Agreement,
which i) is clearly marked as “Confidential”, or ii) shall be understood as
confidential by any reasonable person, including but not limited to the Solution and any
Escape know-how or trade-secrets.
The following information is not deemed Confidential Information: (a) information that is
already in a Party’s possession at the time of disclosure, as duly evidenced by such
Party in writing, or (b) information that is now in or enters the public domain other than
through unauthorized disclosure by the receiving Party and without a breach of this
Agreement, or (c) information that is rightfully received by a Party from a third party
who has a right to disclose such Information and without any obligation to keep it
confidential, or (d) information that is independently developed by a Party without use or
reference to any of the Confidential Information, (d) information that is required to be
disclosed with respect to any applicable legislation, regulation law or court order (in
which case it shall be disclosed only to the extent required and when permitted by law
after having notified in writing the disclosing Party).
Each party receiving Confidential Information undertakes to, i) hold said Confidential
Information in strict confidence and not to publish or disclose Confidential Information
to third parties except as provided below; ii) not to use the Confidential Information for
any purpose other than that provided in the; iii) take all measures necessary to protect
confidentiality; iv) limit circulation and access to its Authorized Users, employees,
consultants or sub-contractors, or those of its Affiliates on a need-to-know basis (the
“Representatives”) and v) ensure that its Representatives are required to
protect the Confidential Information on terms consistent with this Agreement and accept
responsibility for each Representative’s use of Confidential Information. All
Confidential Information shall remain the exclusive property of the Party from which it
Parties’ obligations with respect to Confidential Information shall remain in
effect for the Term of the Agreement and for a period of five (5) years after the
expiration or termination of this Agreement.
For the purposes of this Section and more generally the performance of the Services under the
Agreement, the terms with a capital letter, whether used in the singular or plural, shall have
the following meanings: “Controller”; “Data Subject”, “Personal
Data”, “Personal Data Breach”, “Processing”,
“Processor”; “Supervisory Authority”, shall have the meaning
prescribed to these terms in Article 4 of the GDPR. “Applicable Regulations” shall
mean the GDPR and any applicable national law implementing the GDPR, as regularly updated,
amended and/or superseded, notably the French Act No. 78-17 dated 6 January 1978, the
so-called French Data Protection Act, as well as any applicable national law enacting the EU
Directive 2002/058/EC dated 12 July 2002, the so-called e-Privacy Directive, as regularly
updated, amended and/or superseded from time to time.
Processing of Client’s Data by Escape via the Solution
The Client hereby acknowledges and agrees that (i) the purpose of the Solution is to
analyze during the Discovery and Scanning Phases the Client's APIs to identify
Vulnerabilities that may affect the Client’s API during the testing and execution
phases of an API and is therefore not intended to Process Client’s Personal Data ;
(ii) Client's Data uploaded, included or otherwise contained in the Client's API
shall not include nor process any Personal Data.
In this respect, the Client undertakes and guarantees that the Client’s API will
not contain nor Process any Personal Data. In the exceptional case where the
Client's API may involve the Processing of Personal Data during the testing and
execution phases, Client undertakes to inform Escape prior to any use of the Services for
this purpose and implementation of such Processing so that appropriate contractual
stipulations can be implemented by the Parties.
Information regarding the processing of Personal Data implemented by Escape to manage the
contractual relationship with the Client
In the context of the performance of the Agreement, Escape is required to collect and
Process Personal Data regarding the Client, the Client's employees, representatives
and/or managers in order to enable it to manage the contractual relationship. In this
respect, Escape, as a Controller, implements a Processing, in compliance with Applicable
Regulations whose purposes are the management of its Clients (including contract
management, invoices and monitoring of Scanned Endpoints Amount, accounting, monitoring of
the contractual relationship, claims management, running of commercial and financial
statistics, etc.) and more generally the management of operations enabling it to
communicate with the Client (including direct marketing). Escape also process Personal
Data to be able to enforce its Agreement in case of breach or non-compliance as well as to
ensure compliance with its legal obligations.
The Processing implemented is based:
- for the following purposes on the performance of the Agreement: management of its Clients,
i.e. contract management, invoicing and monitoring of
Scanned Endpoint Amount, monitoring of the proper performance of the contractual relationship, claims management,
etc.; management of operations enabling Escape to communicate with the Client; enforcement
of the obligations set forth in the Agreement;
- for the following purposes on the legitimate interest of Escape: direct marketing
operations, running of commercial and financial statistics;
- for the following purposes on compliance with a legal obligation: accounting; enforcement
of legal obligations including the ones set forth by Applicable Regulations.
The Personal Data collected and Processed in this context as well as the entire file
associated with the Client will be retained for the term of the contractual relationship between the Parties, Personal Data that
could be necessary in case of disputes and/or litigations arising out between the Parties
will be retained for the applicable statute of limitation.
The Personal Data collected and Processed in this context will only be accessible to
and/or processed by:
- Escape and its Affiliates’ employees on a need-to-know basis, i.e. the employees who
need to access the data in order to perform their duties;
- third party service providers, acting as Processors, in order to perform hosting, storage,
analysis, communication, database management or IT maintenance services;
- judicial or financial authorities, state agencies or public bodies, upon request and to the
extent permitted by the Applicable Regulation, if required by law or if Escape believes in
good faith that such disclosure is reasonably necessary to comply with legal proceedings;
- third parties in connection with any merger, acquisition or sale of all or part of the
The Personal Data collected and processed may be transferred outside the EU. When
Personal Data is transferred outside the EU, Escape puts in place all appropriate
safeguards to ensure the protection of the Personal Data of the Client's employees,
representatives and/or managers in accordance with Articles 45 et seq. of the GDPR.
Depending on the transfer involved, Escape relies on an adequacy decision issued by the
European Commission, or on its Processors Binding Corporate Rules or execute binding
agreements incorporating the European Commission's standard contractual clauses, a
copy of which can be requested by email to the address below.
In accordance with the Applicable Regulations, the Client and/or the employees,
representatives and managers of the Client have a right of access, rectification, erasure
of their Personal Data, a right to restrict the Processing, as well as a right to object
the Processing of Personal Data about them. The Client and/or the Client's employees,
representatives and/or managers also have the right to send to Escape specific
instructions regarding the fate of their Personal Data after their death. To exercise
these rights, the Client and/or the employees, representatives and managers of the Client
may submit a request to Escape:
- by email to: firstname.lastname@example.org; or,
- by mail to:
Technologies, 8 B Rue de l’Operne, 64200 Biarritz, France
The Client and/or the employees, representatives and/or managers of the Client may file a
complaint with the Supervisory Authority. The Client undertakes to inform its employees,
managers and/or representatives of the information contained in this Section relating to
the Process of their Personal Data within the context of the performance of the Agreement.
Termination of the Agreement. Either Party may terminate this Agreement at any time for any reason whatsoever by
notifying the termination of this Agreement by email to the following email address
email@example.com, or by following the procedure described on the Platform. In such
case, this Agreement and access to the Solution shall terminate on the last day of the
month following the month in which the above-mentioned notification occurred, without
either Party being entitled to claim any compensation in this respect (“Effective Termination Date”).
Termination for cause. Without affecting any other right or remedy available to the Parties, either Party may
immediately terminate this Agreement, as of right if such other Party: (a) is in breach of
any of its obligations under this Agreement and has failed to remedy such breach within
thirty (30) days after notice thereof; or (b) defaults in the performance of any of its
obligations under the terms and conditions of this Agreement which default by its nature,
cannot be remedied; or, (c) engages directly or indirectly in any attempt to defraud the
other Party. The effective termination of the Agreement shall take effect, as applicable,
on the day following the expiration of the remediation period in cases set out in
Section 18.2 (a) or immediately following receipt of the initial notice sent by the non-defaulting
Party in cases set out in
Section 18.2 (b) and (c).
Termination for insolvency. To the maximum extent permitted by Applicable Laws, either Party may terminate this
Agreement, as of right upon written notice to the other Party, if a Party is unable to pay
any and/or all of its debts as they become due or becomes insolvent or ceases to pay any
and/or all of its debts as they mature in the ordinary course of business, or makes an
assignment for the benefit of its creditors or is liquidated or dissolved or if any
proceedings are commenced by, for or against it under any bankruptcy, insolvency,
reorganization of debts or debtors relief law, or law providing for the appointment of a
receiver or trustee in bankruptcy.
Escape’s right to terminate. Escape may also terminate the Agreement as of right upon written notice to Client: (a) If
the Client has failed to make payment of any sums due under this Agreement within ten (10)
days after notice thereof; (b) If the Client or any of its Authorized Users or employees
is charge with a criminal offense that in Escape’s reasonable opinion would impair
Escape’s reputation; (c) If the Client or any Authorized User violates any Escape
Intellectual Property Rights and other rights relating to the Services. The effective
termination of the Agreement shall take effect, as applicable, on the day following the
expiration of the remediation period mentioned in Section 18.4 (a) or immediately following receipt of the initial notice sent by the non-defaulting Party
in cases set out in Section 18.4 (b) and (c).
CONSEQUENCES OF TERMINATION AND EXPIRATION OF THE AGREEMENT
General principles. In the event of any termination or expiration of this Agreement for any reason
whatsoever: (i) all rights and licenses granted by one Party to the other will immediately
cease; (ii) each Party will promptly return to the other Party, or destroy and
certify the destruction of, all of the other Party’s Confidential Information and
materials as described hereafter; (iii) all payments owed by one Party to the other
Party will become immediately due and payable. Expiration or termination of this Agreement shall not relieve Client of its obligation to pay all fees that have accrued or
are otherwise owed by Client under this Agreement. Client shall not be entitled to any
refund or credit for early cancellation or termination of any Services under this
Restitution of Escape materials. Immediately upon expiration or termination of this Agreement for any reason
whatsoever, the Client shall promptly (i) return to Escape all copies of Confidential
Information, Documentation or any element provided by Escape to the Client or accessed by
the Client under this Agreement, if any; and (ii) to the extent any such material cannot
be returned to Escape, erase or destroy all copies of Confidential Information,
Documentation and other materials under the Client’s control, including all copies
that are fixed or running in machines controlled by the Client. In addition, an authorized
representative of the Client shall certify in writing to Escape that the Client has
complied with the requirements of this Section.
Restitution of Client’s Data. Before the expiry or termination of the Agreement for any reason whatsoever, the Client
shall recover all the Client’s Data contained on the Platform. As from the date of
expiry or termination of the Agreement, access to the Platform will be interrupted by
Surviving obligations and limitations. Neither the termination nor expiration of this Agreement shall release either Party
from the obligation to pay any monies that may be owing to the other Party or operate to
discharge any liability that had been incurred by either Party prior to any such
termination or expiration. Termination of this Agreement, in part or in whole, will not
limit either Party from pursuing other remedies available to it.
Records. During the term of this Agreement and for a period of three (3) years thereafter,
Client shall establish and maintain accurate information records relating to the use of
the Solution including, without limitation, the list of Authorized Users accessing and
using the Solution. Escape shall have the right at any time, at its own expense and under
reasonable conditions of time and place, to review and copy these records and/or the
Client’s use of the Services.
Audit. Escape shall also verify Client’s compliance with the terms of the Agreement
and may conduct an audit on Client’s premises during normal business hours, in a
manner that minimizes disruption to its business. If the audit reveals unauthorized use of
any of the Services, Client shall promptly pay to Escape any amounts owed as a result of
such unauthorized use at the then current list price. In addition, Client shall reimburse
Escape for the cost of such audit if such unauthorized use is five percent or greater of
Client’s authorized use for the Services. The above is without prejudice to any
other remedy that Escape may claim.
Export to Client of the Solution and Services is subject to all applicable
countries’ export and re-export laws and regulations. Escape shall have no liability
towards Client if necessary authorizations, licenses or approvals are not obtained.
Client shall not export or re-export, either directly or indirectly, the Solution and/or
the Services, or any part thereof, or any process or service that is the direct
product of the Solution and/or Services (the foregoing collectively referred to as the
“Restricted Components”) when such export or re-export requires an export
license or other governmental approval without first obtaining such license or approval.
Client hereby warrants to Escape that all Restricted Components shall not be used in
violation of any applicable export laws, including for proliferation of any nuclear,
chemical or biological weapons or missile delivery systems and shall not be diverted
to any country, company or individual if prohibited by the applicable export laws of any
country. If Client violates these provisions, Escape may terminate this Agreement and
access to the Solution hereunder upon written notice.
ASSIGNMENT - SUBCONTRACTING
Any subcontract, assignment, delegation, or other transfer (including without limitation,
by way of merger, acquisition, divestiture, or change of control or contribution in kind)
of this Agreement, or any of Client’s rights, duties, benefits or obligations
hereunder is subject to Escape’s prior written approval. Any attempt to do so
without such consent is void. Any approved transfer of licenses may be subject to an
adjustment of charge.
Escape may, at any time during the term of this Agreement, freely assign this Agreement
to any of its Affiliates without Client’s consent. Client hereby already consents to
such assignment, which shall as of principle take effect upon Escape notifying the
assignment to the Client. Upon the effective date of the assignment of this Agreement, in
the conditions mentioned above: (i) Escape shall be relieved of all rights, obligations
and/or liabilities vis à vis the Client under the Agreement, arising in respect of
events postdating the effective date of the assignment, and (ii) the Escape assignee
Affiliate shall replaces Escape for the performance of the Agreement entered into with the
Escape may not subcontract all or part of the Services without the prior written consent
of the Client.
Notwithstanding the foregoing, Escape is authorized to subcontract part of the Services
to the subcontractors identified at https://escape.tech/providers. In the event of
subcontracting, Escape remains fully liable for the proper performance of the
AGREEMENT ON EVIDENCE
In so far as may be required, in the relationship between the Parties, the Client
acknowledges and agrees that information from the Client in the Platform shall be considered
to be valid evidence:
- of the nature, substance, date and time of the Client’s Data recorded, read, modified
and deleted on the Platform and of any information exchanged via the Platform;
- of the use of the Identifiers, and the dates and times of such use;
- of the nature, substance, date and time of the operations performed by the Client and its
Authorized Users on the Platform;
- of the date, time and volume of the Scanned Endpoints and any information relating to the Scanned Endpoints Amount
Non solicitation. Except with the prior written consent of Escape, the Client undertakes not to,
directly or indirectly offer to hire any employee or other such personnel of Escape who
has directly participated in the performance of the Agreement or to use the services of
any such person in any capacity whatsoever. This undertaking shall apply throughout the
performance of the Agreement and for a further period of twenty-four (24) months from its
expiry. In the event of the Client failing to comply with this obligation, it shall
compensate Escape by the payment of an indemnity equal to twelve (12) months the total
gross remuneration paid to the relevant person during the month preceding his departure.
Notices. Unless expressly stated otherwise, all notices under this Agreement shall be in
Insurance. Each Party shall subscribe and maintain for the entire term of this Agreement, at
its own cost, adequate insurance policies for amounts commensurate with the exposure of
all the obligations contained in this Agreement.
Relationship of the Parties. Parties are independent contractors. This Agreement does not create nor is it
intended to create a partnership, franchise, joint venture, agency, fiduciary or
employment relationship between the Parties. Parties confirm that it is not their
intention to confer any rights on any person who is not a party to this Agreement by
virtue of its terms.
Waivers. Waiver by either Party of any default, or either Party's failure to enforce any
of the terms and conditions of this Agreement shall not in any way affect, limit or waive
such Party's right thereafter to enforce and compel strict performance of every term
and condition hereof.
Severability. If any provision of this Agreement shall be declared invalid, unenforceable, or
illegal by the courts of any jurisdiction to which it is subject, such provision may be
severed and such invalidity, unenforceability or illegality shall not prejudice or affect
the validity, enforceability or legality of the remaining provisions of this Agreement.
Communication. Unless otherwise instructed by the Client, Escape is authorized by the Client to
use the name and logo of the Client in order to name the Client as client on a regular
basis and to communicate on Escape’s website, social networks, communication and any
other prospecting documents.
GOVERNING LAW AND JURISDICTION
This Agreement shall be governed and construed in accordance with French law.
The Commercial Court of Paris (“Tribunal de Commerce de Paris”) shall have exclusive jurisdiction to hear any dispute arising out of or in
connection with the interpretation and/or performance of this Agreement, however, the
Parties acknowledge and agree that in the event that the subject matter of any such
dispute is Intellectual Property, Escape shall have the right to bring any such dispute
before the French Civil Court having jurisdiction pursuant to the French Code of Civil
Procedure ("Code de Procédure Civile"). Client acknowledges and agrees that the paragraph immediately above shall not
prevent, restrict or otherwise limit in any manner, Escape's rights to seek equitable
remedies, including injunctive relief before any competent court in any jurisdiction.
SERVICE LEVELS / SLAS
This Appendix is subject to and made a part of the attached General Terms. Client acknowledges and agrees that this Appendix 1, which reproduces the services levels applicable at the Effective Date of this Agreement
and may be subject to changes as further indicated in
Section 3.3 and 3.4. of the General Terms, is attached to this Agreement for information purposes only. Client
shall regularly consult the Services Levels made available online at https://escape.tech/sla
The Platform provided by Escape and made available to the Client is governed by the following
*The Platform will be made available to the Client according to the average Availability Rate
indicated above, measured over three-month period, provided however that the following shall
not be considered downtime, and the time to perform the following shall not be included in the
calculation of the Platform’s availability rate: (i) any maintenance services provided
by Escape (preventive and corrective maintenance, planned and emergency maintenance
interventions etc.); (ii) application of updates to the Platform; (iii) causes beyond
Escape's control and/or action or omission, such as Force Majeure and/or Internet
communication network failures and/or due to the act of the Client and/or a third party
(excluding Escape's subcontractors).
The Platform shall be considered unavailable as soon as the Client has notified Escape in
writing in accordance with
Section 2 below.
Technical assistance and support
Escape will provide technical assistance to the Client through up to two (2) Client’s
Contacts via a hotline which will be accessible:
- By phone at the following number +33 (0)6 82 80 65 65 which will be accessible from Monday
to Friday from 9 AM to 9 PM;
- By email to the following address: firstname.lastname@example.org;
(hereafter, the "Opening Hours").
A Client’s Contact is a Client’s employee designated by Client to be the liaison between Client and Escape
regarding any Anomalies and Services’ issues. A Client’s Contact may be
replaced upon five (5) day's prior written notice to Escape.
Report of Anomalies.
Client’s Contacts may report Anomalies via the hotline provided by Escape under the
conditions described in Section 2 above. In any event, the Client must confirm any reports
of Anomalies to Escape by email without delay. In this context, the Client shall provide
the information reasonably necessary for Escape to effectively identify and qualify the
Anomaly and begin to address it, including, but not limited to, the following:
- A complete description of the Anomaly and the expected results;
- The reproducible test case that demonstrates the specific sequence that caused the Anomaly
- All available error and system files;
- The exact wording of all error messages encountered;
- Description of the particular circumstances surrounding the discovery of the Anomaly;
- Any additional information and cooperation reasonably required and requested by Escape.
Upon confirmation, Escape will diagnose the Anomaly and determine whether it is a Minor or
Major Anomaly. Escape undertakes to respond to the Client and to correct the Anomaly within
the deadlines indicated in
Article II.2(e) below.
Categorization, Response and Repair Time.
Escape will intervene within the time limits of consideration and repair indicated below. The
guaranteed repair time is the total time from the time the Anomaly is reported to the Provider
by the Client until the Anomaly is repaired, either through a workaround or through a
Guaranteed Response Time (i.e, time limit for taking into account the Client's request)
Guaranteed Repair Time (i.e., time limit to correct the Anomaly)
Escape will respond during Opening Hours within 24 hours of the case being submitted
by the Client
Escape will continuously work during Opening Hours until a workaround or a fix is
provided to the Client
Escape will provide the Client with a workaround or a fix within a maximum of 5 days following the date on which the Client’s request has been taken
Escape will respond during Opening Hours within 48 hours of the case being submitted
by the Client
Next update of the Platform OR
Escape shall not be obliged to provide the Associated Maintenance Services and shall not
incur any liability as a result in the following cases: i) refusal by the Client and/or the
Authorized User concerned to cooperate with Escape in resolving Anomalies and in particular to
respond to questions and requests for information; ii) use of the Services in a manner that
does not comply with their purpose, Documentation and/or Escape's instructions ; iii)
unauthorized modification of all or part of the Platform by the Client or an Authorized User;
iv) Anomalies due to Internet communication network failures and/or due to the actions of a
third party; v) Anomalies due to Force Majeure.
However, if the Client so requests, Escape may resolve, if possible, of the malfunctions and
anomalies encountered in the cases listed above, at Escape's rate in effect on the date of
Client shall benefit from updates and functional developments of the Platform available
during the term of the Agreement, carried out at the sole initiative of Escape. Corrections
and upgrades to the Platform are subject to all the provisions of this Agreement. Client is
hereby informed that Escape's interventions relating to these updates and upgrades may
result in the Platform and the Services being temporarily unavailable.
Notwithstanding anything to the contrary, Escape will have no obligations related to
maintenance and support, or responsibilities with respect to non-compliance with Service
Levels caused by: (1) the use or functioning of the Services with third party products other
than those specified in the Documentation; (2) use of the Services in breach of the Agreement
or the Documentation; (3) any modification, customizations or enhancements of the Services by
any person or entity other than Escape, (4) causes beyond the reasonable control of Escape
(e.g., floods, fires, loss of electricity or other utilities), negligence of Client or any
third party, operator error, attempted access, maintenance or other use by unauthorized
persons, failure of or caused by any third party software, hardware, or data feeds, or failure
or corruption of any database.