TERMS AND CONDITIONS OF USE AND SALE

for the website www.site-analyzer.com

PREAMBLE

The website accessible at www.site-analyzer.com (hereinafter the "Site") is published and operated by VSI INNOVATION SAS, a simplified joint-stock company with a share capital of 30,000 euros, registered with the Valenciennes Trade and Companies Register under number 812 263 697, whose registered office is located at 14 quartier Voltaire, 59300 AULNOY LEZ VALENCIENNES, France (hereinafter the "Company" or "VSI INNOVATION").

Publisher: Tennessee Veldeman

Host: OVH (France)

The Site allows any individual or legal entity (hereinafter the "Client") to launch web page analyses via the Site Analyzer tool, which collects and analyzes public information from pages accessible online.

Any use of the Site and any subscription to a subscription or license offer implies the Client's full and unconditional acceptance of these Terms and Conditions of Use and Sale (hereinafter the "Terms and Conditions").

The Company reserves the right to modify these Terms and Conditions at any time.

The applicable Terms and Conditions are those in force on the date of subscription to the subscription or purchase of the license by the Client.

The provisions of these Terms and Conditions shall prevail over any other general or specific terms and conditions of the Client, which, if contrary to these, shall be deemed unwritten, unless prior written agreement from the Company.

ARTICLE 1 – DEFINITIONS

For the purposes of these Terms and Conditions, the following terms shall have the following meanings:

  • Client: Refers to the natural person of legal age and capacity or the legal entity that subscribes to an Offer from the Company and is a party to the contract with the Company.

  • User: Refers to any natural person using the Site and/or the Site Analyzer tool within the scope of the access authorization granted by the Client.

  • Site: Refers to the website accessible at www.site-analyzer.com, published by the Company.

  • Service: Refers to the Site Analyzer tool, accessible online via the Site, allowing the analysis of web pages and the generation of analysis reports based on the public information of the analyzed pages.

  • Offers: Refers to the various commercial offers proposed by the Company, notably the "Pro" and "Agency" offers, as presented on the "Pricing" page of the Site.

  • Subscription: Refers to any access formula to the Service subscribed by the Client for a fixed period, renewable under the conditions provided for herein (monthly or annual).

  • Lifetime License (or "lifetime payment"): Refers to the single payment formula giving access to the Service under the conditions and limitations indicated on the Site, for an indefinite period, without periodic renewal.

  • Account: Refers to the Client's and/or Users' personal online space, accessible via login credentials (email + password or other authentication method), allowing access to the Service.

ARTICLE 2 – PURPOSE

These Terms and Conditions aim to define the conditions of access, use of the Site and the Service, as well as the sales conditions for the Pro and Agency Offers, particularly regarding:

  • The terms of subscription and use of the Service,

  • The respective rights and obligations of the Company, the Client, and the Users,

  • The financial and renewal conditions,

  • The limitations of liability,

  • The terms of termination.

Subscription to an Offer is open to any natural person of legal age and capacity or any duly represented legal entity.

The Client's subscription is subject to the completion of the information presented as mandatory on the registration form. The Client undertakes to provide accurate information and to update it regularly. The Client also undertakes not to create multiple Accounts for the same use or for fraudulent purposes.

ARTICLE 3 – DESCRIPTION OF THE SERVICE AND FUNCTIONALITIES

3.1. Nature of the Service

The Service provides web page analyses exclusively.

The Site Analyzer tool:

  • Accesses web pages designated by the Client,

  • Collects only public information accessible on these pages,

  • Generates analysis reports and indicators based on this information.

The Service does not modify the analyzed sites in any way and does not intervene directly on the Client's infrastructure.

3.2. Accessibility of Sites to the Robot

For the Service to function, the site or page to be analyzed must be freely accessible to the Site Analyzer robot, meaning:

  • Without specific technical blocking (e.g., blocking by robots.txt, firewall, IP limitation, CAPTCHA, authentication, etc.),

  • Under conditions that allow the tool to consult the page like any other visitor or authorized robot.

The Client is solely responsible for ensuring that:

  • The sites or pages analyzed are accessible to the Company's robot,

  • The technical configurations (server, CDN, firewall, IP restrictions, etc.) allow access to the robot,

  • Any necessary modifications are implemented on their side.

The Company cannot be held liable in case of inability to analyze a page due to technical restrictions, server errors, or blocking by the target site.

3.3. Authorization to Analyze Sites

The Client and Users undertake to analyze via the Service only sites or pages for which they have sufficient authorization (ownership of the site, mandate from the owner or operator, audit mission, etc.).

The Client guarantees the Company that it has all the rights, authorizations, and powers necessary to:

  • Submit URLs to the Service,

  • Have the contents accessible at the indicated addresses analyzed,

  • Use the generated reports and results.

The Client alone bears responsibility for any analysis carried out without authorization on third-party sites.

In case of illegal use, the Client guarantees the Company against any claim or action by a third party.

3.4. Pro and Agency Offers

The Company offers two main Offers:

  • Pro Offer: Intended for individual users or small structures, including a certain scope of features and limitations (number of analyses, volume of pages, etc.) as indicated on the Pricing page of the Site.

  • Agency Offer: Intended for agencies and structures managing multiple sites or projects, including expanded or additional features, and adapted limitations, as indicated on the Pricing page.

The precise details of each Offer (included features, limitations, quotas, etc.) are listed on the Pricing page of the Site, which is an integral part of these Terms and Conditions.

The Company reserves the right to modify the features and presentation of the Service, as well as the structure of the Offers, at any time, without these changes entitling the Client to compensation, provided that the Client is informed in case of substantial modification of their Offer.

ARTICLE 4 – ACCESS AND USE CONDITIONS

4.1. Account Creation

To access the Service, the Client must create an Account on the Site by providing the requested information.

Login credentials (email, password, or other authentication method) are strictly personal and confidential.

The Client is responsible for any activity carried out via their Account and those of the Users they authorize.

4.2. Compliant Use of the Service

The Client and Users undertake to use the Site and the Service:

  • In compliance with these Terms and Conditions,

  • In accordance with applicable laws and regulations,

  • Only for the needs of their own legitimate activities.

The Client is solely responsible for the analyses carried out via the Service, the URLs submitted, and the use made of the generated reports.

4.3. Prohibited Uses

Without this list being exhaustive, it is strictly prohibited for the Client and Users to:

  1. Use the Service to massively scrape sites or content, in a manner intended to bypass the technical protections of third-party sites or to reproduce/extract large parts of content without authorization.

  2. Divert the Service from its purpose of page analysis for uses contrary to the law, notably:

    • Infringement of copyright or related rights,

    • Violation of intellectual property rights or database rights,

    • Infringement of trade secrets, correspondence secrecy, or privacy.

  3. Use the Service for unfair competition practices, parasitism, or any other act contrary to fair trade practices, notably:

    • Systematic spying on competitors without legitimate basis,

    • Mass reproduction of content with the intent to harm a competitor.

  4. Attempt to bypass the technical limitations implemented by the Company, notably:

    • Limitations on the number of scans,

    • Data volumes,

    • Call restrictions,

    • Or any quota control mechanism.

  5. Attempt to fraudulently access the Company's systems, servers, or databases, or to compromise their integrity, security, or availability (malicious code injection, DDoS attacks, etc.).

In case of breach of these obligations, the Company may immediately suspend access to the Service or even terminate the contract under the conditions provided for in Article 11, without prejudice to any liability action.

4.4. Client's Liability in Case of Illegal Use

The Client is liable for any damage of any nature, material or immaterial, direct or indirect, caused to any third party, including the Company, due to:

  • The illegal use or exploitation of the Service or the Site,

  • The analysis of sites or content without authorization,

  • The use of the reports generated in violation of third-party rights or applicable laws.

The Client guarantees the Company against any consequences, claims, actions, or proceedings that the latter may be subject to as a result, and undertakes to indemnify the Company for all costs and damages that may result therefrom.

ARTICLE 5 – FINANCIAL CONDITIONS

5.1. Offers and Pricing

The Company offers several Offers, notably:

  • Pro Offer

  • Agency Offer

The included features, limitations (number of scans, number of projects, etc.), and corresponding prices are detailed on the Pricing page of the Site.

Prices may be offered:

  • Monthly (monthly subscription),

  • Annually (annual subscription),

  • Or as a lifetime payment (lifetime license).

Prices are indicated in euros (EUR), excluding or including taxes as indicated on the Site.

The Company reserves the right to modify its prices at any time; new prices apply only to new subscriptions or renewals, after informing the Client.

5.2. Payment

User can pay :

With credit card: Visa, Mastercard, American Express, Discover, Diners Club, JCB, and China UnionPay.

Mobile payments: Apple Pay and Google Pay are also supported, along with PayPal.

Local payments: Bancontact (Belgium), EPS (Austria), Giropay (Germany), and iDEAL (Netherlands).

5.3. Late and Default Payment

In case of late payment or failure to collect a due payment:

  • Access to the Service may be suspended by the Company,

  • The total amount of outstanding sums may become immediately due,

  • Late payment interest may be applied, at the legal rate in force plus a fixed fee for recovery costs in accordance with applicable regulations.

ARTICLE 6 – RENEWAL, TERMINATION, AND REFUNDS

6.1. Automatic Renewal of Subscriptions

Monthly and annual Subscriptions are, unless otherwise stated, automatically renewed for successive periods of the same duration.

The Company will inform the Client, at least one (1) week before the renewal date, by email, of the upcoming renewal of their Subscription.

The Client can disable automatic renewal at any time from their customer area on the Site.

In case of deactivation:

  • The Subscription remains active until the end of the current period,

  • The Subscription will not be renewed for the next term,

  • No sum already paid for the current period is refundable, except for mandatory legal provisions to the contrary (notably in the case of a consumer).

6.2. Termination by the Client

The Client can terminate their Subscription at any time via their customer area.

Termination:

  • Takes effect at the end of the current Subscription period,

  • Does not give rise to any refund of sums already paid for the current period, except for mandatory legal provisions.

6.3. Termination by the Company

In case of the Client's breach of one of their obligations under these Terms and Conditions, notably in case of:

  • Illegal use of the Service,

  • Serious or repeated violation of these Terms and Conditions,

  • Non-payment of sums due,

The Company may, after notifying the Client by any useful means and, where applicable, if no effect is achieved within a reasonable time, terminate the Subscription or contract, without prejudice to any damages to which it may be entitled.

In case of serious breach (e.g., manifest fraud, cyber attack, manifestly illegal use), termination may occur without notice, with immediate suspension of access to the Service.

6.4. Lifetime License – Lifetime Payment

In case of subscription to a Lifetime License (one-time payment giving access to the Service for an indefinite period, according to the extent of the features defined on the Site at the time of purchase):

  • No refund is possible after validation of the payment, including in case of non-use or voluntary cessation of exploitation by the Client, except for mandatory legal provisions (e.g., right of withdrawal if applicable to a consumer who has not waived it).

  • The Company reserves the right to evolve the Service, or even replace it with an equivalent service, as part of its product policy, without this entitling the Client to a refund, provided that a reasonably comparable service is maintained.

ARTICLE 7 – RIGHT OF WITHDRAWAL (IF CONSUMER CLIENT)

When the Client qualifies as a consumer under the Consumer Code, and subscribes to a Subscription or Lifetime License remotely (online), they may, in principle, benefit from a right of withdrawal of fourteen (14) days from the date of subscription, subject to the exceptions provided by law.

However, the Client acknowledges that by:

  • Requesting immediate access to the Service before the end of the withdrawal period, and

  • Expressly accepting the provision of the Service and waiving their right of withdrawal,

they lose their right of withdrawal from the activation of the Service.

The practical modalities for exercising the right of withdrawal, when applicable, are specified on the Site or can be requested from the Company's support.

For professional Clients, the right of withdrawal does not apply, except for specific express provisions.

ARTICLE 8 – INTELLECTUAL PROPERTY

8.1. Ownership of the Site and Service

The Site, the Service, the Site Analyzer tool, as well as all elements composing them (notably texts, images, logos, interfaces, databases, algorithms, software, code, etc.) are the exclusive property of the Company or its licensors.

The Client undertakes not to infringe these rights, and in particular not to:

  • Reproduce, represent, adapt, modify, translate, decompile, disassemble, or create derivative works from the Site or Service, except in cases expressly authorized by law;

  • Remove or alter the ownership notices or credits appearing on the Site or in the reports.

Any unauthorized reproduction, representation, or use may result in legal action.

8.2. Ownership of Analyzed Content and Reports

The Client retains all rights to the sites and content they analyze via the Service.

The analysis reports generated by the Service are made available to the Client for internal use. Subject to full payment of the sums due, the Client has a non-exclusive right to use these reports for the needs of their activity.

The Company may, for the purpose of improving its Service, use anonymized and aggregated technical data from the analyses (e.g., general statistics, aggregated metrics), in compliance with applicable regulations and without allowing the identification of the Client or their sites, except with express agreement.

ARTICLE 9 – PERSONAL DATA

The processing of personal data of Clients and Users in the context of the operation of the Site and Service is governed by a separate Privacy Policy, accessible on the Site.

The Privacy Policy describes in particular:

  • The categories of data collected,

  • The purposes of the processing,

  • The legal basis,

  • The recipients of the data,

  • The retention period,

  • The rights of individuals (access, rectification, deletion, objection, limitation, portability, etc.),

  • The security measures implemented.

The Client undertakes to inform their own Users, collaborators, or clients, where applicable, of the existence of this processing and the Privacy Policy.

ARTICLE 10 – AVAILABILITY, MAINTENANCE, AND SECURITY

10.1. Availability

The Company implements reasonable means to ensure the accessibility of the Service 24/7, except for:

  • Maintenance operations,

  • Updates,

  • Force majeure events,

  • Technical, IT, or telecommunication difficulties.

The Company cannot guarantee continuous availability and cannot be held liable for unavailability or slowdowns resulting notably from:

  • The Internet network,

  • Internet service providers,

  • The Client's servers,

  • The Client's equipment.

10.2. Maintenance

The Company ensures corrective and evolutionary maintenance of the Service. It may, in this context, interrupt all or part of the access to the Service to carry out maintenance, update, or improvement operations.

Where possible, the Company will inform the Client in advance of these interruptions.

10.3. Security

The Company implements reasonable technical and organizational measures, in line with the state of the art, to ensure the security of the Service and the data processed.

However, the Client declares that they are aware of and accept the characteristics and limitations of the Internet and acknowledges that the Company cannot guarantee absolute security.

The Client is responsible for the security of their own systems, workstations, networks, passwords, and the confidentiality of their login credentials.

ARTICLE 11 – LIABILITY

11.1. Company's Liability

The Company is only bound by an obligation of means with regard to the commitments set out herein.

The Company does not guarantee:

  • The completeness or absolute accuracy of the analyses,

  • The total absence of errors, bugs, or anomalies in the Service,

  • A guaranteed impact of the recommendations or results on the referencing, traffic, or performance of the analyzed sites.

The analyses are provided for indicative and automated purposes and do not replace human expertise and the Client's judgment.

The Company cannot be held liable for:

  • Indirect damages (loss of turnover, data loss, loss of opportunity, damage to image, etc.),

  • Damages resulting from improper use of the Service by the Client,

  • Damages resulting from the analysis of sites without authorization,

  • The consequences of decisions made by the Client based on the reports (SEO, technical, or marketing changes).

In any event, and to the extent permitted by law, the Company's total liability, for any reason, is limited, for each Client, to the total amount excluding taxes actually paid by that Client to the Company over the last twelve (12) months preceding the event giving rise to the liability.

11.2. Client's Liability

The Client is responsible for:

  • The accuracy and currency of the information provided when creating their Account,

  • The use of the Service by themselves and the Users they authorize,

  • Compliance with these Terms and Conditions,

  • The legality of the sites submitted for analysis,

  • The use they make of the reports and results.

The Client guarantees the Company against any claim or action by a third party related to:

  • The analysis of a site or content without rights or authorization,

  • Illegal or fraudulent use of the Service,

  • Breach of these Terms and Conditions.

ARTICLE 12 – CONFIDENTIALITY

Each Party undertakes to treat as confidential all information of any nature (technical, commercial, financial, etc.) obtained from the other Party in the context of the execution of these Terms and Conditions, and not to disclose it to third parties, except:

  • To their collaborators, service providers, or advisors who need to know,

  • If the law or a competent authority requires such disclosure,

  • If this information is already known to the public other than through a breach of these Terms and Conditions.

This confidentiality obligation shall survive for five (5) years from the end of the contractual relationship between the Parties.

Each Party undertakes to treat as confidential all information of any nature (technical, commercial, financial, etc.) obtained from the other Party in the context of the execution of these Terms and Conditions, and not to disclose it to third parties, except:

  • To their collaborators, service providers, or advisors who need to know,

  • If the law or a competent authority requires such disclosure,

  • If this information is already known to the public other than through a breach of these Terms and Conditions.

This confidentiality obligation shall survive for five (5) years from the end of the contractual relationship between the Parties.

ARTICLE 13 – FORCE MAJEURE

The Company cannot be held liable in case of failure or delay in the performance of its obligations resulting from a case of force majeure under French law, including notably (without limitation): natural disasters, fires, floods, earthquakes, acts of war, terrorism, riots, strikes, widespread network failures, government decisions, pandemics, etc.

In case of force majeure, the performance of obligations is suspended for the duration of the event. If the force majeure situation continues beyond a reasonable period, either Party may terminate the contract without compensation.

ARTICLE 14 – EVIDENCE

The computerized records kept in the Company's systems, under reasonable security conditions, shall constitute evidence of communications, orders, payments, and transactions between the Company and the Client.

The Client acknowledges the probative value of emails and automatic recording systems used by the Company.

ARTICLE 15 – PARTIAL NULLITY

If one or more provisions of these Terms and Conditions are declared null, inapplicable, or invalid, under a law, regulation, or final decision of a competent court, the other provisions shall retain their full force and effect.

ARTICLE 16 – WAIVER

The fact that one of the Parties does not avail itself, at any given time, of any of the provisions of these Terms and Conditions cannot be interpreted as a waiver to avail itself thereof at a later date..

ARTICLE 17 – DISPUTE RESOLUTION – APPLICABLE LAW

These Terms and Conditions are governed by French law.

In case of a dispute relating to the interpretation, execution, or validity of these Terms and Conditions:

  1. The Parties shall endeavor to find an amicable solution.

  2. If no amicable solution is found within thirty (30) days from the written notification of the dispute, it shall be submitted to the competent courts of Valenciennes, except for mandatory jurisdiction rules more favorable to the Client when they qualify as a consumer.

When the Client qualifies as a consumer, they are informed of the possibility to use, free of charge, a consumer mediator to resolve their dispute amicably, in accordance with the provisions of the Consumer Code (the contact details of the competent mediator must be communicated or made available on the Site).