FrandAvenue Terms and Conditions of use
Last updated October 2022
Welcome to FrandAvenue.com, an online licensing negotiation platform accessible at the following address https://www.frandavenue.com. FTK, FrandAvenue and/or its affiliates ("FrandAvenue") provide website features and other products and services to you when you visit FrandAvenue.com, use FrandAvenue products or services, use FrandAvenue applications or use software provided by FrandAvenue in connection with any of the foregoing (collectively, "FrandAvenue Services"). FrandAvenue provides the FrandAvenue Services subject to the following conditions.
By using FrandAvenue, you agree to these conditions. Please read them carefully.
You may also be asked to click on “I accept” the terms and conditions. In such a case, by clicking “I accept”, the User agrees to be bound by all the terms and conditions stated herein.
1.1 FrandAvenue is a licensing negotiation platform operated by FTK, a French company (société par actions simplifiée), registered with the Paris Registre du Commerce et des Sociétés under the number 878 178 870, with offices at 149, Bd Malesherbes, 75017 PARIS, FRANCE (“FTK”). FTK operates through the commercial name FrandAvenue (hereafter, FTK is designated under the name “FrandAvenue”).
2. Scope of application, modifications
2.1 Access to and use of FrandAvenue are provided pursuant to the FrandAvenue Terms and Conditions of use stipulated below (“Terms & Conditions”).
2.2 In the Terms & Conditions, the terms “You”, “User” or “Member”, in singular or plural, are used to designate any person using FrandAvenue. A Member is always a “User”, but a “User” may not be a Member, i.e.; a User may not have subscribed to FrandAvenue.
2.3 The Terms & Conditions govern access to and use of FrandAvenue and of all features, functions, documents, materials or other information such as text, graphics, images, audio files, films and software made available on FrandAvenue (collectively "Information") and all services offered via FrandAvenue ("Services"). By using FrandAvenue, You (as a User or a Member) agree to be bound by these Terms & Conditions at the time of each use.
2.4 The Terms & Conditions may be amended or supplemented. You consent to the Terms & Conditions anew each time you use FrandAvenue and are bound by them as currently published on FrandAvenue at the time of each use.
2.5 Where the Terms & Conditions contain specific provisions for services or parts, those provisions apply without additional consent.
2.6 Certain Services, functions, features or parts of FrandAvenue may be additionally subject to separate terms and conditions. If you wish to use such a Service, function, feature or part, you will be asked separately to consent to such other terms and conditions.
3. Description of FrandAvenue & the Services
3.1 FrandAvenue is a one-stop platform where you can:
• Search for SEP data
• Buy claim charts
• Manage your SEPs
• Benefit from data analysis tools
• Negotiate your FRAND licensing agreements
3.2 At your request, and for a fee, FrandAvenue may, directly or through its subsidiaries, assist you for an optimal use of FrandAvenue and:
a) Organise training sessions for you and your teams
b) Support you in the management of your portfolios
c) Format your claim charts
d) Manage services on your behalf
e) Help you identify your needs and recommend technical and functional solutions
f) CSM / SLA
4.1 The Services offered by FrandAvenue are either included in your subscription, or rendered at the price set forth in our price list. At your request, FrandAvenue may also provide you with a quotation for specific services. If you accept our quotation, the quotation will prevail over our price list.
4.2 When registering on FrandAvenue, you must provide correct and complete details and, if necessary, update them. You must not misuse the granted access rights (e.g. by transmitting data to un-authorized third-parties).
4.3 It is your responsibility as a registered Member to keep your account details and password confidential to prevent any un-authorized access to your account. You must take all steps necessary to secure your password and keep it confidential. You must inform FrandAvenue without delay by writing to email@example.com if your password is or could be used without authorization.
4.4 FrandAvenue can close your account or place your account on hold to protect You, FrandAvenue or its Experts and other FrandAvenue Members from identity theft, other fraudulent activity or violation of the Terms & Conditions.
5.1 FrandAvenue reserves the right to accept or refuse Membership in its discretion. FrandAvenue is not bound to publish or otherwise communicate the reasons if it declines a membership application. You do not have any right to appeal if your membership application is declined.
5.2 Some FrandAvenue Services require Members to meet specified Membership subscription threshold to access them.
5.3 From time to time, FrandAvenue may choose in its sole discretion to add, restrict or remove FrandAvenue Membership benefits. Unless otherwise agreed at the time of the subscription or in the event where FrandAvenue would be subject to a court or administrative order, or in the event where the Member is in breach of the Terms & Conditions, in which cases the restriction or removal of Membership benefits will apply immediately, the restriction or removal of Services will apply at the time of renewal of your Membership subscription.
6.1 FrandAvenue may send you emails, and other electronic communications related to FrandAvenue, its Services and your FrandAvenue Membership.
7.2 If there is any conflict or inconsistency between 7.2(a) and 7.2(b), such conflict or inconsistency must be resolved according to the following order of priority:
(a) Terms & Conditions
7.3 There are six categories of membership:
(a) Copper – Free
7.4 You warrant that all information provided to FrandAvenue on application for membership is true and accurate at the point of submission. Failure to provide true and accurate information may result in an application for membership being refused or membership being revoked and, in such circumstances, there will be no refund of the membership subscription fee.
8.1 Members can be granted access to view or update data that belongs to another company who delegated them access (“Delegator”). "Proxy" refers to the Member authorized to view, update, manage the Delegator's data on its behalf.
8.2 By accepting the Terms & Conditions, You consent to protect the privacy of the Delegator’s data and to use, manage or modify it fairly and lawfully.
9. Subscription Fees and Invoicing
9.1 The Membership subscription fees are stated on FrandAvenue Membership subscription page as well as in the Membership subscription tab of your FrandAvenue account.
9.2 Members are free not to renew their subscriptions, by sending a termination notice, at least 90 days before the end of the running term, at the following address: firstname.lastname@example.org
9.3 You must pay your Membership subscription fee before your FrandAvenue account is activated, and before your FrandAvenue Membership is renewed. The payments are made by You through direct debit or by bank transfer, as indicated on the invoice.
9.4 FrandAvenue Membership subscription fee is non-refundable. Taxes such as VAT or GTS may apply on the Membership subscription fee.
9.5 You will receive an invoice for your Membership subscription by email. Invoices shall be sent by electronic means only.
10. Changes to the Membership subscription plans and Membership subscription fees
10.1 FrandAvenue may change its Membership subscription plans and its Membership subscription fees from time to time subject to the Terms & Conditions. No increase of the Membership subscription fees will apply until the renewal of the Membership Subscription Term.
10.2 You can upgrade your Membership subscription at any time. Your upgrade will take effect as soon as your payment has been processed by FrandAvenue.
10.3 You can downgrade your Membership subscription at any time. Your downgrade will take effect at the end of your running Membership Subscription Term.
11. Term and Termination of your Membership
11.1 The Membership is for a term of twelve (12) months (“Subscription Term”). It will automatically renew for additional period(s) of twelve (12) months unless the Member sends a termination notice, at least ninety (90) days before the end of the running term, at the following address: email@example.com
11.2 In the event that Members wish to terminate their Membership before the end of the Subscription Term, Members acknowledge that the entire subscription fee is due. FrandAvenue will not refund or offer any credit note for the Membership subscription fee.
11.3 No refund or credit note will be issued for partial use of FrandAvenue.
11.4 FrandAvenue may terminate your Membership without notice if FrandAvenue determines, in its discretion, that your conduct is in violation with the Terms & Conditions or any applicable law, involves fraud or misuse of the FrandAvenue Membership, or is harmful to its interests. FrandAvenue failure to insist upon or enforce your strict compliance with the Terms & Conditions will not constitute a waiver of any of its rights.
11.5 FrandAvenue at its election, may terminate membership upon bankruptcy or withdrawal from or cessation of business by the Member.
12. Data recovery at the end of the Term
12.1 Members acknowledge that FrandAvenue does not store the data that they upload on their account, such as their access conditions, documents, access requests and messages (“Member’s Data”) indefinitely. Members therefore undertake to export their Member’s Data from FrandAvenue at the end of the Subscription Term, regardless of the cause.
12.2 Failing this, Members may request from FrandAvenue a new access to FrandAvenue to recover their Member’s Data within sixty (60) days, under the following conditions:
a) Members can only make one (1) request to FrandAvenue to access their Membership account.
b) Access is granted for seven (7) days, to consult and download their Member’s Data in a structured format, commonly used and readable by any terminal.
12.3 If the Member’s request relates to data not included in the definition of Member’s Data provided above or requires FrandAvenue to implement complex recovery processes, and provided that such recovery is technically possible, and that FrandAvenue agrees to it, the total cost of such recovery, external support and secure shipment shall be provided in a quote and shall be borne by the requesting Member.
12.4 FrandAvenue will remove the Member’s Data from its servers three (3) months after the end of the Subscription Term, except for any content or Member’s Data required by law or regulation to be stored for a longer period or a legitimate reason.
13.1 You consent to receive communications from FrandAvenue electronically, such as e-mails, or notices and messages and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that FrandAvenue provides to you electronically satisfy any legal requirement that such communications be in writing.
14.1 Subject to your compliance with these Terms & Conditions, FrandAvenue grants you a personal, limited, non-exclusive, non-transferable, non-sublicensable license to access and use FrandAvenue and its Services.
14.2 This license does not include any right to reproduce, duplicate, copy, sell, resell, distribute, modify, publish, license, offer for sale or use for any commercial purpose FrandAvenue or any part of it, including but not limited to any function, feature, data, content or Services, without the express written consent of FrandAvenue or except as explicitly authorised in the Terms &Conditions.
14.3 All rights not expressly granted to you in the Terms & Conditions are reserved and retained by FrandAvenue or its licensors, suppliers, publishers, rightsholders, or other content providers.
15.1 Users must not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to their identity.
15.2 Users acknowledge that FrandAvenue constitutes a particularly complex platform, especially in terms of computer technology. FrandAvenue uses state of the art techniques, but nevertheless, the current state of knowledge, tests and experiments cannot cover all possible uses. Users therefore undertake to bear the risks of inadequacy or unavailability of FrandAvenue.
15.3 To use and improve FrandAvenue, FrandAvenue may recommend technical requirements or certain configurations. Users are responsible for following these technical requirements or recommendations
15.4 Users are solely responsible for their connection to the Internet and all related costs. Users agree that FrandAvenue may update FrandAvenue with no prior notice.
15.5 Users are solely responsible for the use and implementation of means to ensure the security, protection and backup of their equipment.
15.6 Users declare that they understand that FrandAvenue cannot be held responsible in the event of an interruption of the Internet connection, for viruses affecting their data and, more generally, any damage caused by third-parties.
15.7 Users undertake not to commit any act which could jeopardise the security of FrandAvenue. Users must not attack FrandAvenue security, in particular by uploading or attaching files which are infected with viruses or corrupted or any similar software or programs capable of impairing the operation of another User's computer. Users also must not impair or in any way attempt to impair other User' access to or use of FrandAvenue or the Services (e.g. by generating, whether manually or by automated means, an unusually high number of accesses). You also agree not to circumvent, remove, alter, deactivate, degrade or thwart any of the content protections in FrandAvenue; use any robot, spider, scraper, crawler or other automated means to access FrandAvenue; decompile, reverse engineer or disassemble any software or other products or processes accessible through FrandAvenue; insert any code or product; or use any data mining, data gathering or extraction method.
15.8 Users guarantee FrandAvenue and shall hold FrandAvenue (as well as their directors, employees and agents) harmless in the event where FrandAvenue (as well as their directors, employees and agents) would be subject to any claim or lawsuit, made by a third-party or by another User as a result of the breach of the Terms & Conditions, their misuse of FrandAvenue or the violation of any law or the rights of such third-party or another User (“Claim”). Such indemnification shall include attorney’s fees paid by FrandAvenue (as well as their directors, employees and agents) to defend against the Claim.
15.9 Users agree to use FrandAvenue in accordance with applicable laws and regulations. In the event that FrandAvenue is held jointly and severally liable in any administrative, judicial or arbitral proceedings, due to the irregular use of FrandAvenue by Users, Users undertake to indemnify FrandAvenue for the entire amount that is claimed from it.
16.1 Members must comply with all User obligations. They act as independent entities and, therefore, assume all risks for their business. Members are responsible for the information they post or publish on their FrandAvenue account.
16.2 Members must give accurate information when registering to FrandAvenue and while using their account.
16.3 Members must not mislead as to their identity as well as to the identity of their account users.
16.4 Members must not transfer or assign their FrandAvenue Membership except as allowed in the Terms & Conditions.
16.5 Members must not post content on their FrandAvenue account and send communications from their FrandAvenue account which are illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights (including publicity rights), or otherwise injurious to third-parties or objectionable, and does consist of or contain software viruses, political campaigning, mass commercial solicitation, chain letters, mass mailings, or any form of spam or unsolicited commercial electronic messages. FrandAvenue reserves the right (but not the obligation) to remove or edit such content, but does not regularly review posted content.
16.6 Members are personally responsible for:
a) their access to and use of FrandAvenue;
b) obtaining and maintaining all necessary equipment to access FrandAvenue;
c) ensuring that such equipment is compatible with FrandAvenue.
16.7 Members declare that they understand that FrandAvenue cannot be held responsible in the event of the possible misuse of account password.
16.8 Members are solely responsible for the use and implementation of means to ensure the security, protection and backup of their content. As such, Members undertake to take all appropriate measures to protect their content.
17. Information on FrandAvenue
17.1 Unless otherwise specifically agreed with you in writing, FrandAvenue does not guarantee that the Information is exhaustive, accurate or up to date.
17.2 Nothing on FrandAvenue, in the Services or in the Information constitutes professional or legal advice.
18. Copyright, Trademark, Use of information
18.1 All Information published on FrandAvenue, save for official publications, is protected by copyright and is the property of FrandAvenue or the person or company credited as its provider or author. You may use the Information only to the extent expressly specified in the Terms & Conditions.
18.2 FrandAvenue is a registered trademark owned by FTK. All other trademarks not owned by FrandAvenue that appear on FrandAvenue.com or in a FrandAvenue Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by FrandAvenue.
18.3 You may:
a) Access the Information for your own, personal purposes only;
b) Download or print the Information which is made available by FrandAvenue for download, for your own, personal, purposes only;
c) Reproduce the Information which is made available by FrandAvenue for download, for your own, personal, purposes only, and subject to the following conditions:
· when reproducing Information, you must display it accurately and cite FrandAvenue as your source. You must not remove the FrandAvenue copyright and/or watermark;
· if you create a link to a particular part or page of FrandAvenue, FrandAvenue must be the sole element of the browser's window, i.e. it must not appear within another website's frame
18.4 You may use Information obtained as stipulated in the above provisions for your own, personal, purposes only and only as permitted by law and by the Terms & Conditions.
a) Third‑party content shall not, even in the form of extracts, be reproduced, published or reprinted, be it in print or by electronic means, without the prior written consent of FrandAvenue or the proprietor of the relevant rights.
b) FrandAvenue's official logos and all its registered trademarks are protected and may not be used or reproduced without its prior written consent, which you can request by writing to firstname.lastname@example.org.
c) Photographs and other graphical or image material may not be reproduced, published or printed without the FrandAvenue prior written consent, unless they have been expressly made available for download.
The structure of the FrandAvenue databases and platform, as well as any features, filters, search logics and combinations thereof are protected material which shall not, even in the form of extracts, be reproduced, published or reprinted, be it in print or by electronic means, without the prior written consent of FrandAvenue or the proprietor of the relevant rights.
18.6 You must conclude a separate license agreement with FrandAvenue to make commercial use of the Information or any content of FrandAvenue databases accessible from FrandAvenue and to provide third-parties with database search or information retrieval services, including marketing related activities such as search aids.
18.7 All unlawful use, including any use liable to create the wrong impression that You are authorized or qualified to register, renew or administer third-party’s industrial property rights is prohibited.
19. Technical errors and malfunctions, availability
19.1 FrandAvenue endeavors to minimize technical errors and malfunctions. However, some data or Information on FrandAvenue may have been created or structured in files or formats that are not error-free. FrandAvenue does not guarantee that the underlying files and the formats used are error-free and will not cause your systems to malfunction.
19.2 Access to FrandAvenue or Services may be suspended or restricted from time to time to allow for repairs and maintenance or the introduction of new Services or tools.
20.1 FrandAvenue may also contain content not produced by FrandAvenue, including recorded speeches, content on other websites linked to via hyperlinks and all Information bearing the name of or otherwise clearly attributable to a third-party ("Third-party Content").
20.2 The following applies to Third-party Content:
a) FrandAvenue does not verify whether it is complete, accurate or lawful or check its quality or suitability for any particular purpose and does not provide any guarantee or accept any responsibility in those respects. This also applies to third-party content on external websites which is referred to by links or other means.
b) Sole responsibility lies with the author, speaker or other person from whose ideas it originated.
c) It does not necessarily reflect the views of FrandAvenue. Where FrandAvenue publishes on FrandAvenue references to events, statements, Services or products of third-parties, this does not necessarily mean that FrandAvenue endorses or supports them.
21.1 FrandAvenue is hosted on a dedicated and secured platform, in a data centre located in France. FrandAvenue servers are managed by a professional web hosting provider: OVH. Members’ content, whether stored, uploaded or downloaded, is stored on dedicated external servers belonging to FrandAvenue and hosted by OVH.
21.2 FrandAvenue only allows access to its platform and servers to the persons specifically authorised by FrandAvenue.
21.3 As an authorized user of FrandAvenue, you can access some of its features by entering a username and password created by you.
21.4 FrandAvenue cannot guarantee that data will be absolutely secure at all times from attacks by third-parties.
22.1 All Information, content, materials, products (including software) and other Services included on or otherwise made available to you through FrandAvenue are provided by FrandAvenue on an "as is" and "as available" basis, unless otherwise specified in writing. FrandAvenue makes no representations or warranties of any kind, express or implied, as to the operation of FrandAvenue, or the Information, content, materials, products (including software) or other Services included on or otherwise made available to you through FrandAvenue. Unless otherwise specified in writing you expressly agree that your use of FrandAvenue is at your sole risk.
22.2 FrandAvenue does not warrant that FrandAvenue shall operate without interruption or malfunction, or is free of any defects or errors that may be corrected.
22.3 FrandAvenue reserves the right to temporarily interrupt at any time, any access to FrandAvenue:
a) to carry out technical maintenance, updates, or improvements to FrandAvenue which shall contribute to its proper functioning or to repair a breakdown; FrandAvenue shall do its utmost to notify the Members of such interruptions;
b) in the event of unavailability of the servers for any reason whatsoever;
c) in the event of breaches of the Terms & Conditions, violations by a third-party of the security of FrandAvenue and the content hosted by FrandAvenue.
No temporary interruption of FrandAvenue shall give rise, in these circumstances, to any payment of compensation to Members.
22.4 The Services that may be provided by FrandAvenue at the Members’ request, including portfolio management, assistance or training, can never be a substitute for Members managing their account.
22.5 Subject to a Membership subscription to FrandAvenue, FrandAvenue assistance is provided only for use of FrandAvenue, never for the management of the Members’ activities.
22.6 FrandAvenue does not guarantee that Membership subscription to FrandAvenue and the Services shall improve the performance of the Users’ business.
22.7 This clause is essential for FrandAvenue and forms part of the agreement between the Users and FrandAvenue.
22.8 Limited Warranty disclaimer: EXCEPT AS EXPRESSLY OTHERWISE PROVIDED UNDER THIS AGREEMENT, ACCESS TO THE PLATFORM IS PROVIDED WITHOUT ANY WARRANTY OF ANY KIND. FRANDAVENUE DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, DIRECT OR INDIRECT, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANDABILITY AND FITNESS FOR A PARTICULAR PURPOSE, EXCEPT AS SPECIFIED IN THIS AGREEMENT OR WHERE SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. USER ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES IN THIS AGREEMENT.
22.9 Limitation of liability: NOTHING IN THIS AGREEMENT WILL EXCLUDE OR LIMIT NOR WILL IT BE CONSTRUED AS PURPORTING TO EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR (i) DEATH OR PERSONAL INJURY; OR (ii) FRAUDULENT MISREPRESENTATION, GROSS NEGLIGENCE, INTENTIONAL BREACH; OR (iii) ANY MATTER WHICH MAY NOT UNDER APPLICABLE LAW BE EXCLUDED OR LIMITED.
Under no circumstances will FRANDAVENUE be liable for any consequential, indirect, special or incidental damages, whether foreseeable or unforeseeable, and any loss of use, loss of bargain or opportunity, loss of time on the part of the management or staff, business interruption, lost revenues or sales, lost profits, costs of capital, damage to associated product or equipment or to facilities, costs associated with down time, goodwill, loss of data and any similar or dissimilar losses, misrepresentation, negligence or otherwise, even if FRANDAVENUE has been advised, or is aware, of the possibility of such damages. frandavenue’s aggregate and cumulative liability towards THE USER pursuant to this Agreement resulting from any event or series of events HAVING THE SAME CAUSE shall never exceed the amount of the subscription paid by the USER.
24.1 If, for any reason, a provision of these Terms & Conditions is held to be invalid, illegal or otherwise unenforceable, this will not affect the remaining provisions. The Terms & Conditions are then to be interpreted to give effect as far as possible to their original object and purpose and as if they did not include the unenforceable provision.
25. Applicable law and competent jurisdiction
25.1 French law governs the Terms & Conditions and any dispute of any sort that might arise between you and FTK or FrandAvenue.
25.2 Any disputes arising out of the use or relating to the use of FrandAvenue or arising out of or related to the Terms & Conditions shall be submitted to the exclusive jurisdiction of the competent courts in Paris, France.