Terms and conditions about SensioLabsInsight

I. INFORMATION ABOUT SENSIOLABSINSIGHT

These Terms and Conditions apply to the SensioLabsInsight service provided by SensioLabs SAS (a company registered in France under company number RCS Nanterre 752 893 842) whose registered office is located at 92, boulevard Victor Hugo 92110 CLICHY, France ("SensioLabs"). SensioLabs is represented by Fabien POTENCIER, Chairman. SensioLabs provides an automated code quality analysis service checking the safety, reliability and performance of an application source code via their application "Insight" ("Service") under specific control points defined by SensioLabs ("Rules").

The Service is available through a secured Internet website ("Website"), located at https://insight.sensiolabs.com.

Access to the Service requires at any time to hold a valid account in the SensioLabsConnect website https://connect.sensiolabs.com ("Connect").

By using the Service for individual or business purposes, a professional programmer or company ("Client") may test their PHP programs, applications and source code ("Content") in order to obtain a basic scoring ("Scoring") and/or a full detailed report ("Full Report") by the automatic execution of the Rules ("Analysis").

An analysis may be public if the Client decides to publish it ("Public Analysis"), or private if the Client decides not to publish it ("Private Analysis").

SensioLabs proposes various options to subscribe to the Service ("Plan"), depending on the number of Full Reports for Private Analyses, and the number of persons ("Collaborator(s)") authorized to use the Service on the Client’s behalf.

II. SCOPE OF THE TERMS AND CONDITIONS

These terms and conditions ("T&C") govern any possible uses of the Service whatsoever, and the most current version of these terms and conditions are available at any time at https://insight.sensiolabs.com/terms.

By using the Service, Clients acknowledge having read and understood the T&C and hereby accept these conditions in full. These T&C shall prevail over any other contractual document issued by the Client.

SensioLabs and the Client are individually referred to as a "Party" and jointly referred to as the "Parties".

III. DEFINITION OF THE SERVICE

1.1 Providing the Content

The Client may upload the Content on SensioLabs’ servers ("Push Mode") or enable SensioLabs to download the Content from a uniform resource locator ("URL") provided by the Client ("Pull Mode"). In the latter case, SensioLabs highly recommends that the Client provides a secured URL with restricted access.

For Private Analyses only, SensioLabs may also provide the Client with a dedicated server, allowing the Client to use the Service behind a corporate firewall ("Appliance Mode"). For additional information, please contact SensioLabs.

1.2 Automatic Analyses by the Service

During the Term, the Service enables the Client to automatically check and analyze whether the Content complies with the Rules. The Service also enables the Client to read Scorings or Full Reports about the Content on the Website, and to receive email notifications about the analyses.

The scope of the Service is limited to the compliance of the Content with the Rules, and to identify bugs or bug risks resulting from a violation of the Rules.

1.3 Hosting and deleting the Content

The Content (including the source code) is hosted on SensioLabs’ servers.

In the Pull Mode, the Content remains hosted by SensioLabs between two Analyses for performance reasons. The Client may configure the Service to delete the Content after each Analysis.

In the Push Mode, the Content also remains hosted by SensioLabs between two analyses, but the Client may delete the Content themself at any time.

1.4 Hosting and downloading Private Analyses and their results

During the Term, SensioLabs hosts Private Analyses and their results

2. Client’s duties
2.1 Service-related duties

The Client accepts to be bound by the SensioLabs’ License.

The Client must, under their sole responsibility, configure the Service, in particular when selecting a Public or Private Analysis.

The Client must configure their hardware and servers, and ensure they are compatible with the Service.

The Client must decide how to provide to the Content to be analysed by the Service (Push or Pull Mode).

2.2 Content-related duties

The Client grants to SensioLabs a non-exclusive right to use their Content in order to provide the Service ("Client’s License"), in particular to access their source code.

2.3 Payments-related duties

The Client must make payments to SensioLabs in accordance with the Financials terms of conditions defined at article V of these T&C.

IV. FINANCIAL TERMS AND CONDITIONS

Applicable fees for the use of the Service are displayed in euros (with taxes, if applicable).

All fees due under this T&C are payable in advance, on a monthly or yearly basis (the "Period"), at the T&C’s anniversary day.

The Client may at any time decide to change their Plan. Any change toward a lower Plan is applicable at the end of the current Period, whereas any upgrade is applicable immediately.

Payments shall be made by the Client using Connect, with any of the accepted credit card payment systems.

SensioLabs may accept bank transfer from the Client for yearly plans only if the latter cannot pay via Connect.

The Client is responsible for all currency conversion fees, wire transfer fees and similar bank payment charges ("Transaction Fees"). The Payment of Fees must be made net of all Transaction Fees.

Invoices are sent to the Client by email and remain accessible on Connect at any time during the Term.

V. DURATION

The T&C are entered into for an indeterminate period ("Term"). Each of the Parties may terminate at any time cancelling the Service before the end of the current Period, except in case of misconduct or "force majeure".

VI. INTELLECTUAL PROPERTY

1. SensioLabs intellectual property rights

All intellectual property rights related to the Service, or to SensioLabs’ computer programs, software, online platform and technology related to the Service ("Technology"), belong without any limitation to SensioLabs or their partners. The Client is authorized to use them only pursuant to SensioLabs’ License.

Analyses on the Client Content remain the property of SensioLabs. The Client may access and use these Analyses in accordance with Sensiolabs's License.

No use of the SensioLabs name or trademark may occur without SensioLabs prior written consent.

The Client hereby acknowledges that SensioLabs is the sole owner of their intellectual property rights, and particularly of the Service, the Technology and the names. The Client shall not at any time dispute such ownership or the validity of SensioLabs’ intellectual property or any of the attached rights.

2. Client intellectual property rights

The Client expressly authorizes SensioLabs to use the Content, as well as any any other information or data the Client may choose to provide to SensioLabs, in order to perform the Service.

VII. LIABILITY, DISCLAIMER AND WARRANTIES

1. SensioLabs
1.1 Use of the Service for Private Analyses

SensioLabs guarantee taking all measures to keep and maintain the Content’s confidentiality and security.

1.2 Use of the Service for Public Analyses

As consideration for the providing of the Public Analyses for free, SensioLabs gives no warranty, whether implied or express, as to the Analyses.

SensioLabs may not be held liable for the publication of Public Analyses and for the publication of some extracts of the Content within the context of Public Analyses.

SensioLabs may modify the maximum number of hosted Public Analyses at any time.

1.3 Common provisions for Private and Public Analyses

The recommendations resulting from the Analyses should enable the Client to fix the error(s) or failing(s) detected by the Service.

SensioLabs may not be held liable for reporting in the Content a violation of the Rules which may, in the context of the Content, be irrelevant ("False Positive"). In particular, the Client acknowledges they cannot ask reparation for any effort on their side to correct False Positives.

SensioLabs may modify the Rules or functionalities of the Service in its sole discretion, and expressly excludes all warranties about their continuity. SensioLabs may at any time change, add, delete or update any Rule or any functionality in order to improve the Service. Such modification may affect the cost of the Plan.

SensioLabs may limit the monthly number of Analysis per Client.

The liability of SensioLabs is expressly limited to the amount paid by the Client for using the Service during the last twelve (12) months.

2. Client
2.1 Use of the Service

The Client is fully and solely responsible for choosing to use the Private or Public Mode of Analysis.

The Client understands that they are using the Service at their own risk (including the dedicated machine from Appliance Mode), and that they must check the safety and the security of their hardware and materials.

To improve the Service, SensioLabs may recommend specific configurations. Should the Client choose not to follow recommendations made for specific configurations by SensioLabs, the Client assumes the responsability for any and all results of their choice.

When the Client subscribes to the Service and gives access to their Collaborators, the Client is responsible for the Collaborators’ acts and use of the Service.

The Client understands, agrees, and accepts to reasonably and fairly use the Service. Any unreasonable use may be cause for limited future use of the Service by the Client

2.2 Content

The Client warrants that they are fully and solely responsible for the Content.

The Client expressly warrants that they own all the rights to, or have secured all the necessary authorizations for the use of the Content, including the right to sublicense those rights.

The Client is responsible for any publication of Content resulting from a Public Analysis. The Client warrants that they use the Content in compliance with The Content license, if applicable.

The Client shall not provide any Content that may be deemed to be illegal, indecent or damaging in any way or format (as a computer virus), or that they are not authorised to do so, including, but not limited to, Content and violation of any third party rights.

2.3 Third party claim

The Client represents that they shall hold harmless (including reasonable attorneys' fees) SensioLabs, their affiliated companies, their principals, agents, administrators, and employees from and against any claim by any third party arising out of or connected with the use of the Service, the Content, and more generally, the violation of applicable law.

VIII. CONFIDENTIALITY

During the Term or after its termination, the Client shall not reveal, any confidential information that has come to their knowledge through the Service, and agrees not to use such confidential information for purposes other than those of the Service.

IX. TERMINATION

The T&C may be terminated by a Party for cause immediately if (a) the other Party ceases to do business, or otherwise terminates its business operations; or (b) the other Party materially breaches any material provision of the T&C and fails to cure such breach within thirty (30) days of written notice describing the breach.

X. CONSEQUENCES OF TERMINATION

Upon termination of the T&C, regardless of the reason, the Client shall not be able to access the Service (and the Analyses) and SensioLabs’ License and the Client’s License shall be automatically terminated.

SensioLabs shall delete from their servers any of the Client’s Content (except for Public Analyses).

XI. FORCE MAJEURE

Neither Party shall be liable to the other Party for any failure or delay in performance caused by reasons beyond their reasonable control to the extent the occurrence is caused by fires, floods, epidemics, famines, earthquakes, hurricanes and other natural disasters, regulation or acts of any civilian or military authority or act of any self-regulatory authority, wars, terrorism, riots, civil unrest, sabotage, theft or other criminal acts of third parties.

XII. MISCELLANEOUS

All notifications within the context of the Service must be sent to the addresses specified in the T&C, or by any means that shall prove reception of the notification.

No waiver by SensioLabs of any default or provision hereof shall be deemed a waiver of any subsequent default or provision.

XIII. GOVERNING LAW

The T&C are governed by French law.

TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, THE PARIS COURTS SHALL HAVE JURISDICTION OVER ALL DISPUTES ARISING OUT OF THE VALIDITY, INTERPRETATION, EXECUTION AND/OR BREACH OF THE T&C AND OF THE SERVICE, REGARDLESS OF PLURALITY OF DEFENDANTS OR INDEMNIFICATION PROVISIONS.

Neither Party shall be liable to the other Party for any failure or delay in performance caused by reasons beyond their reasonable control to the extent the occurrence is caused by fires, floods, epidemics, famines, earthquakes, hurricanes and other natural disasters, regulation or acts of any civilian or military authority or act of any self-regulatory authority, wars, terrorism, riots, civil unrest, sabotage, theft or other criminal acts of third parties.