Terms Conditions

Preliminary remarks

Yuzu is an on-line service that makes it possible for on-line merchants to recruit new, targeted customers by releasing promotional offers in the post-purchasing areas of other on-line merchants in the network on the one hand, and to post offers on their own post-purchasing spaces on the other.

The general terms and conditions of sale (GTCS) are deemed read and accepted by the user of the services provided by Yuzu, which is herein after referred to as the “on-line merchant”.

Yuzu reserves the right to amend said terms and conditions of sale at any time. Any major modification shall be brought to the attention of the on-line merchant at least fifteen (15) days before entering into effect.

 

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Definitions

On-line merchant
Retailer with on-line sales activity and which is a client of the Yuzu service

Promotional offer
Special offer providing the consumer with a benefit: price reduction, free service, offered product, private invitation, free test, etc.

Shopper
Consumer and visitor of the e-commerce website on the network

Touchpoint
Area for discussion and contact between the on-line merchant and its customer. This may describe web pages on the Internet site, e-mails sent to the customer, web pages in the notification system associated with the site, checkout areas at the physical point of sale, till receipt, etc.

Engaged shopper
A shopper is deemed “engaged” once s/he carries out an action to benefit from an offer.
A shopper who is already a customer of the on-line merchant issuing the offer is referred to as a “re-engaged shopper”.
A shopper who is already a customer and received a loyalty offer from the on-line merchant on its own touchpoint is referred to as a “rewarded shopper”

Plugin or API
Modules and tools made available by on-line merchants to install the Yuzu solution easily on their e-commerce platform.

Yuzu network
This comprises all the on-line merchants that are clients of the service provided by Yuzu.

Piggy Bank
This is the kitty accumulated by the on-line merchant following remuneration from actions carried out for offers released in its touchpoints.

Purpose

These General Terms and Conditions of Sale (GTCS) regulate the contractual relations between Yuzu and the on-line merchant, which entail:

  • The provision of tools to create offers and campaigns
  • The creation of a network for releasing said campaigns
  • The provision of the targeting algorithm for the merchant’s campaigns
  • The release of target offers through the on-line merchant’s touchpoints
  • The provision of statistics and detailed results for each campaign.

Service conditions of use

Use of the service provided by Yuzu requires an account to be created on http://www.yuzu.co/join or http://my.yuzu.co and the installation of a Yuzu plugin or API. The account makes it possible to access the interface where the on-line merchant can create and manage its campaigns, manage its budget and release options and view the results of its campaigns (http://my.yuzu.co). Data collection and the release of offers on its touchpoints are automatically managed through the installed Yuzu plugin (or API).

Technological compatibility
Yuzu provides the on-line merchant with the tools required to carry out the service in the form of a plugin or API on the one hand and as a web interface on the other. Yuzu does its utmost to ensure the widest possible technological compatibility, but cannot be held liable in the event that its services do not operate correctly with incompatible technological solutions used by the on-line merchant.

Country of use
Yuzu is available for all on-line merchants worldwide. However, deployment is gradual and is initially limited to the following countries: USA, France, United Kingdom and Canada. Yuzu reserves the right to launch in other countries at any time. Yuzu also reserves the right not to activate on-line merchants in target countries located outside the area covered by the network and to re-contact said on-line merchants when the countries in question are opened. The overall aim is to provide on-line merchants with an effective service.

Site access
The on-line merchant shall ensure the implementation of computer resources and telecommunications to access the http://my.yuzu.co/ interface. It is accordingly the responsibility of the on-line merchant to protect its technical hardware in particular against all forms of contamination by virus and/or intrusion for which Yuzu cannot in any case be held liable. The on-line merchant shall remain solely liable for installation, operation and maintenance of its technical hardware required to access Yuzu tools.
Under no circumstances shall Yuzu be held liable if its proposed functions are incompatible or result in incorrect operation with specific software, configurations, operating systems or hardware used by the on-line merchant.
Furthermore, the on-line merchant shall remain liable for all telecommunications costs incurred for Internet connection and for the duration of usage of services provided by Yuzu.

Registration with the site
To register, the on-line merchant must be a professional and must disclose contact information and information concerning its on-line store.
Yuzu reserves the right to delete the account of an inactive on-line merchant. An on-line merchant is considered inactive after sixty (60) days without connecting to the myYuzu interface.

Use of the myYuzu interface
An account is opened in the name of the on-line merchant after the registration procedure for the site is completed. The on-line merchant may access its account only by means of its ID and password.
The on-line merchant undertakes to protect and keep secret its password and not to disclose it to any third party whatsoever. The on-line merchant shall be solely liable for the consequences of disclosure of its password.
The on-line merchant acknowledges that actions carried out on its account shall be deemed by the on-line merchant insofar as its registration e-mail and password have been activated.
Yuzu reserves the right to temporary or permanently suspend access by the on-line merchant.

Data collection and ownership
Yuzu collects data from the order base of the on-line merchant and its e-commerce interface. Order and customer history data are collected by differential synchronisation each night. Customer browsing data for the on-line merchant’s site are collected in real time using JavaScript tags installed by the Yuzu plugin on pages of the on-line merchant’s website.
Yuzu undertakes to keep said data confidential and to use such only for targeting purposes.
Once data are collected by Yuzu, they are rendered anonymous and reconciled in the Yuzu database. Yuzu acquires full usage rights over such as part of its targeting activity. The on-line merchant cannot demand the deletion of said data in the event that these conditions are terminated because it acknowledges that they have been compiled and processed using Yuzu algorithms.

Undertakings of the parties

Yuzu undertakes to implement the technical and human resources required to produce the service it provides.
Yuzu undertakes to implement solutions which do not at any time prevent the sales process of the on-line merchant.
Yuzu undertakes to do its utmost to guarantee the uptime of its service.

The on-line merchant undertakes to use the service provided by Yuzu in accordance with its purpose.
The on-line merchant undertakes to install on its site all the items required for the service provided by Yuzu to operate correctly.
The on-line merchant undertakes to disclose to Yuzu all the information required for its service to be implemented correctly.
The on-line merchant undertakes not to resort to any wrongful usage of the service, in particular not to simulate actions for offers posted on its touchpoints.
The on-line merchant undertakes not to forge partnerships directly with other members of the network with the aim of releasing offers without informing Yuzu.

Both parties undertake to ensure cooperation in good faith and transparently.

Contract and term

These General Terms and Conditions of Sale are intended to define the conditions of use of Services of a technical, intellectual and commercial nature which are afforded to the on-line merchant by Yuzu. The contract is signed by Yuzu and the On-line merchant upon acceptance of these General Terms and Conditions of Sale. The on-line merchant shall unreservedly accept them in taking out the service provided by Yuzu.

The contract is signed for an unspecified term.
However, the Contract may be terminated by the Parties at any time. Termination of the Contract shall enter into effect immediately (subject to payment of amounts payable) upon receipt of the request by the other Party.

Tolerance

Within the framework of a specific agreement between one on-line merchant and Yuzu, tolerance regarding specific clauses may be observed under the specific terms and conditions. Said tolerance shall not question the validity of all the other clauses herein.

Information concerning personal data

Yuzu undertakes to comply with current legal provisions regarding the protection of personal data of natural persons for all processing of personal data carried out within the framework of its activity.

The on-line merchant also undertakes to comply with legal provisions regarding processing of personal data of shoppers recruited via the service provided by Yuzu and the customers of its site. Accordingly, pursuant to the “Data processing, Files and Privacy” law dated 6 January 1978 (amended), the Client is liable for the collection and processing of personal data implemented from data collected via Yuzu. In consequence whereof, it is up to the Client to file the mandatory declarations with the Commission Nationale Informatique Liberté.

The on-line merchant is also required to inform its customers that personal data are collected from its site and are disclosed to a partner. The on-line merchant may stipulate that the sole purpose of said disclosure is to provide a non-intrusive service to recommend offers.

Data protection

Yuzu implements the technical and human resources to ensure the protection and security of the data regarding shoppers and on-line merchants.
Data are stored in our databases hosted in a secure data centre. Personal data are rendered anonymous and are encrypted before storage to ensure security.
Yuzu works with PCI Compliance partners.

Offer content

The on-line merchant has an interface to create and modify its offers and campaigns released on the Yuzu network. The on-line merchant undertakes to check legal compliance of the offers it publishes.
The on-line merchant shall be fully liable for the contents it publishes. Yuzu reserves the right to suspend an offer with content not in line with the quality required by the Yuzu network. In this instance, Yuzu shall immediately inform the on-line merchant by e-mail and explain the reasons why the offer was suspended.
The on-line merchant undertakes not to release any unlawful content in its offers. Yuzu shall not be held liable for content created by the on-line merchant. Yuzu reserves the right to suspend the release of an offer in which content is unlawful and may even suspend access by the on-line merchant to the interface for creating offers.
Yuzu shall not be held liable for content posted on the network sites.
Yuzu shall not be held liable for abusive or fraudulent use of its service.

Scope of liability of Yuzu

The on-line merchant acknowledges that Yuzu intervenes simply as a technical intermediary and that it, the on-line merchant, is solely liable for its website, its contents and the contents of its offers. It shall remain solely liable for contractual and business relations between it and the customers placing orders with it for one or more of its products and/or services.

Publication limitations

Yuzu brings together within a single service on-line merchants offering all kinds of products from different worlds. The targeting algorithm provided by Yuzu maximises the shopper’s affinity with proposed offers. Nevertheless, if the on-line merchant does not wish to release offers of specific kinds from other on-line merchants on its touchpoints, it does have access to the requisite exclusion tools in its myYuzu interface. It can also exclude its competitors. Yuzu shall not be concerned by the release of offers not wished for by the on-line merchant if it fails to use the tools made available to it to manage said exclusions.

Financial conditions

Remuneration for the service
The on-line merchant undertakes to remunerate Yuzu for the use of the service on the following basis:

  • Either the on-line merchant choose a monthly plan proposed on Yuzu website
  • Either the on-line merchant choose a pack of leads directly negociated with Yuzu sales team members

The on-line merchant pay only for leads it is able to acquire thanks to Yuzu service. Every time a shopper engage with one of its offers, one lead is discounted from its balance of pre-buyed leads.
Leads can be acquired since the on-line merchant Yuzu account is active and leads balance is positive.

Terms of payment of the service
The on-line merchant shall pay its leads in advance from the onboarding process or its myYuzu interface. Each action considered as lead generation is discounted from its balance of leads. Once the balance is used up, offers cease to be released.
Any amount credited to the Yuzu account is deemed acquired by Yuzu. Early termination of these terms and conditions is not grounds for recovering the amounts credited to the Yuzu account.

On-line merchant rewards
The on-line merchant is rewarded with 30% to 75% of the revenue generated for Yuzu by offers released from its touchpoints.
The on-line merchant may track its reward forecasts from its myYuzu interface via its “piggy bank”.

Re-investment of the piggy bank
The on-line merchant may reinvest the amounts attributed to its piggy bank at any time without a minimum amount in its Yuzu account to finance the release of its offers.

Conditions for recovering the amount in the piggy bank
The on-line merchant may recover the amount in its piggy bank once the attributable amounts total at least EUR 200. In the absence of such, the on-line merchant cannot recover amounts which belong to Yuzu until return to the on-line merchant. Early termination of these conditions is not groups for recovering the attributable amounts in piggy bank if they are under EUR 200.

Tracking

Yuzu implements all means to ensure tracking of actions carried out regarding offers and sales. Yuzu provides the on-line merchant with the technical items it must install on its site (including the Yuzu plugin). The on-line merchant undertakes not to obstruct such in any way whatsoever.
In the event of breakdown in tracking attributable to the on-line merchant, the said merchant is required to correct such as quickly as possible. If the on-line merchant fails to restore tracking within seventy-two (72) hours of the occurrence of the breakdown, Yuzu reserves the right not to make visible the offers of the on-line merchant.
In this case, the on-line merchant shall pay Yuzu the equivalent of remuneration received in the month prior to the breakdown.
Yuzu reserves the right to suspend offers of the on-line merchant if tracking is not restored within seven (7) business days of the occurrence of the breakdown.

Right of amendment

Yuzu reserves the right to amend these general terms and conditions of sale at any time. On-line merchants shall be informed of such via the notification centre in their myYuzu interface.

Termination

The on-line merchant may terminate its subscription to the service at any time by submitting a request by ordinary mail to Yuzu. Yuzu shall then delete the account of the on-line merchant on myYuzu.
Data concerning the on-line merchant shall be kept for a term of twenty-four (24) months (statistics, offers, etc.) to make it possible for it to recover such in the event of a request made to Yuzu or should it decide to re-subscribe. After the 24-month term, account data shall be deleted.

Force majeure

Yuzu shall not be held liable for any delay in the implementation of its undertakings or for any failure to fulfil its undertakings as a result of these general terms and conditions when the circumstances are deemed force majeure, as defined in article 1148 of the French Civil Code. The following are formally considered cases of force majeure or fortuitous events in addition to those normally applied by case law in French courts: total and partial strikes, lock-outs, riots, civil unrest, insurrection, war, bad weather, epidemics, blockage of means of transport or supply irrespective of the reason, earthquakes, fire, storms, flooding, water damage, governmental or legal restrictions, statutory or regulatory amendments to forms of market release, computer breakdown, blockage of electronic communication including cable or radio telecommunications networks, any questioning of the mathematical foundations regulating the theory of cryptographic algorithms used for public-key infrastructures and any other case independent of the will of Yuzu that prevents normal implementation of this contract. Force majeure cases shall initially suspend implementation of the contract. If said cases last for more than forty-five (45) days, the contract shall be automatically terminated unless Yuzu and the on-line merchant agree to the contrary.

Intellectual property

Yuzu.co is the owner of the rights regarding the plugins and API it provides to the on-line merchant, of its targeting algorithm as well as the tracking interface myYuzu and more generally of all tools developed by Yuzu to render the service.

Disclosure

It is formally agreed that the parties may cite their cooperation (name and logo) for all advertising and promotion actions regarding their respective activities. However, if the intended disclosure exceeds mentioning of their cooperation, the party planning said disclosure must submit the contents of such (press release or any other promotional and communication item) for prior, written approval by the other party.
In the event of termination of these general terms and conditions of sale, Yuzu shall retain the right to use the names and logos of the on-line merchant as a client reference subject to formal request to the contrary by the said on-line merchant.

Confidentiality

The Parties undertake to uphold the confidentiality of the information exchanged within the framework of the contract and in particular all technical and sales knowledge and know-how exchanged as well as the items stipulated in this contract and related discussions.

Jurisdiction

Any dispute arising from the conclusion, implementation or interpretation of this contract shall be regulated by New York state law and shall be referred solely to Commercial Division of the Supreme Court of New York State.