1.Introduction and Scope
1.1.The present terms and conditions of use (“ToU”) communicated by iCOVER SAS, a French
joint-stock company registered with the Paris Commercial Registry under n°530 913 813
and/or any of its affiliated entity, including any Square Facts entities (“iCOVER” or “we”), as
defined by your Service Agreement with iCOVER, govern your access to and use of any
iCOVER’s web interface, such as IRIS Customer Portal and Relevance, and other websites
offered by iCOVER, its affiliates, and partners (“iCOVER Web interface”), by individuals,
small and large businesses, and nonprofit organizations, who orders the service
(“Customer” or “you”).
1.2.The employees of the Customer using the iCOVER Web interface on behalf of the Customer
are referred to individually as “Authorized User” and bound by iCOVER’s present Terms of
the Customer’s iCOVER Web interface account.
2.1.« Authorized User » means any natural person, employed by you; who is duly authorized by
you and iCOVER to access and use the iCOVER Web interface to perform the service
agreement with iCOVER.
2.2.« Unauthorized User » means any User who does not meet the criteria for an Authorized
User. For the avoidance of doubt, an Unauthorized user may also be a former Authorized
User whose access has been denied, suspended, or otherwise seized by iCOVER.
2.3.“Service Agreement” means the contract or the terms of services that govern the business
relationship between iCOVER and you for the performance of the services by iCOVER.
3.iCOVER Web interface Software Limited License
3.1.Upon the acceptance of these ToU and subject to the continuing compliance with the ToU,
iCOVER grants you a nonexclusive, nontransferable, non-assignable, revocable, limited
license right to access and use the iCOVER Web interface in accordance and within the limits
of these ToU and any additional guidelines provided by iCOVER.
3.2.In particular, any Authorized User may use the iCOVER Web interface for the purposes set
out in the Service Agreement with iCOVER. This license is for the sole purpose of enabling
the User to act following the terms of the Service Agreement signed with iCOVER, in the
manner permitted by these ToU, by the applicable legislative acts, and by any additional
terms or guidelines provided by iCOVER.
3.3.iCOVER may terminate this license at any time and for any reason.
4.Intellectual Property Rights
4.1.The iCOVER Web interface contains materials that are owned in their entirety by iCOVER and
are protected by copyright laws, international treaty provisions, trademarks, service marks,
and any other applicable law.
4.2.iCOVER grants to the Customer and to its Authorized User a non-exclusive, non-transferable,
non-assignable, revocable, limited license to access and use the iCOVER Web interface solely
to obtain iCOVER’s Service, in accordance and within the limits of these ToU and any
additional terms and guidelines that may be provided from time to time by iCOVER.
4.3.The Customer agrees to abide by all applicable copyright and other laws, as well as any
additional copyright notices or restrictions contained on the iCOVER Web interface. The
Customer acknowledges that the iCOVER Web interface contains original works that have
been developed, compiled, prepared, revised, selected, and arranged by iCOVER through
the application of methods and standards of judgment developed and applied through the
expenditure of substantial time, effort, and money and constitutes the valuable intellectual
property of iCOVER. All present and future rights, in any jurisdiction, in and to trade secrets,
patents, designs, copyrights, trademarks, database rights, service marks, know-how, and
other intellectual property or other proprietary rights of any type, documentation, any
improvements, design contributions, or derivative works thereto, and any knowledge or
processed related thereto, including rights in and to all applications and registrations
relating to the iCOVER Web interface shall at all times be and remain the sole and exclusive
property of iCOVER.
4.4.The trademarks, logos, taglines, and service marks displayed on the iCOVER Web interface
(collectively, the “Trademarks”) are registered and unregistered Trademarks of iCOVER. The
Trademarks may not generally be used in any advertising or publicity, or otherwise to
indicate iCOVER’s sponsorship of or affiliation with any product, service, event, or
organization without iCOVER’s prior express written permission. iCOVER acknowledges the
Trademarks of other organizations for their respective products or services mentioned on
the iCOVER Web interface. Any rights not expressly granted in these ToU are reserved by
5.Use of the iCOVER Web interface
5.1. The Customer is committed to introducing accurate information in order for iCOVER to
provide its Service. Any mistake will trigger the liability of the Customer solely.
5.2. The Customer shall not use or permit use of the iCOVER Web interface for any illegal purpose
or in any manner inconsistent with the provisions of these ToU.
5.3. By using the iCOVER Web interface, including any of iCOVER’s Services, the Customer
specifically agrees not to engage in any activity or transmit any information that:
5.3.1. Is illegal, or violates any applicable local or international law or regulation;
5.3.2. Advocates illegal activity or discusses illegal activities with the intent to commit them;
5.3.3. Violates any third-party right, including, but not limited to, right of privacy, right of publicity,
copyright, trademark, patent, trade secret, or any other intellectual property or proprietary
5.3.4. Is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit
or pornographic, discriminatory, vulgar, profane, obscene, libelous, hate speech, violent or
inciting violence, inflammatory, or otherwise objectionable;
5.3.5. Interferes with any other party’s use of the iCOVER Web interface;
5.3.6. Attempts to impersonate another person or entity;
5.3.7. Is commercial in a way that violates the Service Agreement;
5.3.8. Falsely states, misrepresents, or conceals the Customer’s affiliation with another person or
5.3.9. Accesses or uses the account of another user without permission;
5.3.10. Distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit
the functionality of any computer software or hardware or electronic communications
5.3.11. Interferes with, disrupts, disables, overburdens, or destroys the functionality or use of any
features of the iCOVER Web interface, or the servers or networks connected to the iCOVER
Web interface, or any of iCOVER’s Service;
5.3.12. “Hacks” or accesses without permission our proprietary or confidential records, those of
another user, or those of anyone else;
5.3.13. Improperly solicits personal or sensitive information from other users including without
limitation address, credit card or financial account information, or passwords;
5.3.14. Decompiles, reverse engineers, disassembles or otherwise attempts to derive source code
from the iCOVER Web interface ;
5.3.15. Removes, circumvents, disables, damages or otherwise interferes with security-related
features, or features that enforce limitations on the use of the iCOVER Web interface;
5.3.16. Uses automated or manual means to violate the restrictions in any robot exclusion headers
on the iCOVER Web interface, if any, or bypasses or circumvents other measures employed
to prevent or limit access, for example by engaging in practices such as “screen scraping,”
“database scraping,” or any other activity to obtain lists of users or other information;
5.3.17. Modifies, copies, scrapes or crawls, displays, distributes, publishes, licenses, sells, rents,
leases, lends, transfers, or otherwise commercializes any third party’s materials stored on
the iCOVER Web interface;
5.3.18. Uses the services for benchmarking, or to compile information for a product or service; or
5.3.19. Attempts to do any of the foregoing.
5.4. The Customer shall not, and shall not permit others to, do the following with respect to
5.4.1. Use iCOVER’s Service or allow access to it in a manner that circumvents contractual usage
restrictions or that exceeds authorized use or usage metrics outlined in these ToU and the
5.4.2. License, sub-license, sell, re-sell, rent, lease, transfer, distribute or time share or otherwise
make any portion of iCOVER’s Service, or iCOVER’s technical and functional documentation
available for access by third parties; or
5.4.3. Access or use iCOVER’s Service or documentationto developg or operate products or
services intended to be offered to third parties in competition with iCOVER’s Service or allow
access by a direct competitor of iCOVER.
5.5. The Customer agrees to take appropriate measures to protect its data in the iCOVER Web
interface against any misuse and/or unauthorized access through any methods, including
unauthorized access using User IDs or passwords. This includes implementing measures
such as ensuring the appropriate use of screensavers (15-minute timeout maximum), not
writing down passwords anywhere, not sharing Authorized User ID or password with anyone
else, and promptly notifying iCOVER if the Customer has any reason to believe their
authentication credentials have been compromised. Such misuse or unauthorized access
shall include any disclosure, release, viewing, or other unauthorized access to data stored in
the iCOVER Web interface.
5.6. Within the iCOVER Web interface, the Main User of a Customer may create sub-users or
remove sub-users without delay when access is not required anymore for such sub-users.
iCOVER may deactivate inactive Authorized User’s IDs passed 90 days of inactivity.
5.7. iCOVER constantly monitors the usage of User’s IDs and passwords. All passwords are stored
in an encrypted state to prevent unauthorized access. IDs and passwords and IP addresses
may be changed or blocked from time to time by iCOVER to prevent unauthorized or
suspicious access to services or misuse of its iCOVER Web interface. Based on the latter and
when applicable, iCOVER reserves its right to deny login. If routine monitoring reveals a
significant reason for a deeper analysis, iCOVER reserves the right to suspend the account
and/or Authorized User’s ID, and/or conduct a comprehensive audit of the situation
immediately without any notification to User.
5.8. If the Authorized User becomes aware or has reason to believe that sensitive data has been
disclosed to or accessed by an unauthorized third party, the Authorized User will
immediately give notice of such event to iCOVER. Furthermore, the Authorized User shall
follow iCOVER’s recommendations on how to act and shall ensure compliance with
applicable laws. User shall be responsible for any other legal obligations which may arise
under applicable law in connection with such event of unauthorized access or disclosure of
6.Disclaimer of Warranties, Limitation of Liability, Indemnification
6.1. THE iCOVER Web interface IS PROVIDED BY iCOVER ON AN « AS IS » AND « AS AVAILABLE »
BASIS. iCOVER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR
IMPLIED, AS TO THE OPERATION OF THE iCOVER Web interface, OR THE INFORMATION,
CONTENT, OR MATERIALS INCLUDED ON THIS iCOVER Web interface. iCOVER EXPRESSLY
DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE USER EXPRESSLY AGREE THAT
YOUR USE OF THIS iCOVER Web interface IS AT YOUR SOLE RISK.
6.2. EXCEPT AS EXPRESSLY PROVIDED HEREIN OWNER SHALL NOT BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, CONTINGENT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, SPECIAL, OR SIMILAR
DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS WHETHER INCURRED AS A
RESULT OF NEGLIGENCE OR OTHERWISE, IRRESPECTIVE OF ANY NOTICE OF SUCH
6.3. iCOVER shall not indemnify the User from any loss, liability, and expense incurred by the User
as a result of any claim, demand, or action against the User based on, related to, or arising
out of the usage of the iCOVER Web interface by or on behalf of the User.
7.Remedies for Violations
7.1. iCOVER reserves the right to seek all remedies available at law and in equity for violations of
the ToUse, including but not limited to the right to block access to the iCOVER Web interface
and any of its features.
by the Authorized User on the first connexion and is accessible on the iCOVER Web interface
at any time along with the ToU.
9.1. If any provision of these ToU is determined to be void, illegal, or unenforceable, it will be
deemed automatically adjusted to the minimum extent necessary to conform to applicable
requirements of validity, legality, and enforceability and, as so adjusted, be deemed a
provision of these ToU as if it were originally included in these ToU. In any event, the
remaining provisions of these ToU will remain in full force and effect.
9.2. When User and iCOVER have entered into an express Service Agreement other than these
ToU, all agreed clauses between the parties shall be interpreted in their interdependence
10. Waiver of Rights
10.1.Failure of any party to enforce any of its respective rights or remedies hereunder with respect
to any specific act or failure to act by any party will not constitute a waiver of the rights of
that party to enforce those rights and remedies with respect to any other or subsequent act
or failure to act.
11. Governing Law and Jurisdiction
11.1. The interpretation and construction of the ToU and all matters relating hereto shall be
governed by the laws of France, exclusive of conflicts of laws principles.
11.2. Any dispute relating to or arising from the interpretation, performance, or termination of the
ToU shall be subject to the exclusive jurisdiction of the courts of Paris.
Effective date: 1 May 2023