Terms of Service

1. Parties and Definitions

These Terms of Service (the "Agreement") constitute a legally binding agreement between Forward Digital SAS, a French société par actions simplifiée with share capital of €1,000, registered under number 835 311 176 R.C.S. Bobigny, having its registered office at 13 Avenue des Fruitiers, 93210 Saint-Denis, France, intra-community VAT number FR40835311176 ("Forward Digital," "PromoLedger," "we," "us," or "our") and the entity or person accessing or using our services ("Customer," "you," or "your").

1.1 Definitions

• "Platform" means the PromoLedger software-as-a-service platform accessible at www.promoledger.com and associated APIs.
• "Services" means all services provided through the Platform, including promotional campaign management, analytics, and related features.
• "Campaign" means a promotional distribution of musical content to industry professionals.
• "Credits" means the prepaid units used to execute Campaigns.
• "Confidential Information" means any non-public information disclosed by either party.

2. Service Provision

2.1 Grant of Access

Subject to the terms of this Agreement and payment of applicable fees, Forward Digital grants you a non-exclusive, non-transferable, revocable license to access and use the Platform solely for your internal business purposes in accordance with the documentation and your subscription plan.

2.2 Service Level Agreement

Forward Digital commits to maintaining Platform availability of 99.5% measured monthly, excluding scheduled maintenance. In case of failure to meet this SLA, eligible customers may receive service credits as follows:

2.3 Support Services

• Basic Plan: Email support with 48-hour response time
• Standard Plan: Priority email support with 24-hour response time
• Premium Plan: Dedicated account manager and 4-hour response time
• All plans include access to documentation and knowledge base

3. Customer Obligations

3.1 Acceptable Use Policy

You agree to use the Platform in compliance with all applicable laws and regulations. You shall not:

• Use the Services for any unlawful purpose or in violation of any applicable law
• Distribute content that infringes intellectual property rights
• Send unsolicited communications or spam
• Attempt to gain unauthorized access to any portion of the Platform
• Interfere with or disrupt the integrity or performance of the Services
• Reverse engineer, decompile, or disassemble any part of the Platform
• Resell, sublicense, or transfer your access rights

3.2 Content Responsibilities

You retain all rights to your content. You represent and warrant that you have all necessary rights to distribute any content uploaded to the Platform and that such content does not violate any third-party rights or applicable laws.

4. Financial Terms

4.1 Fees and Payment

• All fees are quoted in EUR and exclude applicable taxes
• Subscription fees are billed in advance on a monthly or annual basis
• Payment is due within 30 days of invoice date
• Late payments incur interest at 3x the legal interest rate in France
• Fixed penalty of €40 for recovery costs on late payments

4.2 Taxes

Customer is responsible for all taxes, levies, or duties imposed by taxing authorities, excluding Forward Digital's income tax. For EU customers with valid VAT numbers, reverse charge mechanism applies.

5. Intellectual Property

5.1 Forward Digital IP

Forward Digital retains all rights, title, and interest in and to the Platform, including all software, algorithms, user interface designs, and documentation. No rights are granted except as expressly set forth herein.

5.2 Customer Data

Customer retains all rights to data uploaded to the Platform. Customer grants Forward Digital a worldwide, non-exclusive license to use, process, and display such data solely to provide the Services.

5.3 Feedback

Any suggestions, feedback, or recommendations provided by Customer regarding the Services become the property of Forward Digital and may be used without restriction or compensation.

6. Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information for a period of five (5) years from disclosure. This obligation does not apply to information that:

• Was publicly known at the time of disclosure
• Becomes publicly known through no breach by the receiving party
• Was rightfully known by the receiving party prior to disclosure
• Is independently developed without use of Confidential Information
• Must be disclosed pursuant to court order or law

7. Warranties and Disclaimers

7.1 Mutual Warranties

Each party warrants that it has the legal power and authority to enter into this Agreement.

7.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND FORWARD DIGITAL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FORWARD DIGITAL DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• FORWARD DIGITAL'S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM
• THESE LIMITATIONS DO NOT APPLY TO BREACHES OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, OR GROSS NEGLIGENCE

9. Indemnification

Customer shall defend, indemnify, and hold harmless Forward Digital from any third-party claims arising from: (i) Customer's use of the Services; (ii) breach of this Agreement; (iii) violation of applicable laws; or (iv) infringement of third-party rights by Customer content.

10. Term and Termination

10.1 Term

This Agreement commences on the date of account creation and continues until terminated. Subscriptions automatically renew unless cancelled.

10.2 Termination

• Either party may terminate for convenience with 30 days written notice
• Either party may terminate immediately for material breach after 15 days cure period
• Forward Digital may suspend access immediately for AUP violations

10.3 Effect of Termination

Upon termination: (i) access rights cease immediately; (ii) Customer must pay all outstanding fees; (iii) Customer data will be available for export for 30 days; (iv) Confidentiality obligations survive.

11. Data Protection

Forward Digital processes personal data in accordance with GDPR and has implemented appropriate technical and organizational measures. Where Forward Digital processes personal data on Customer's behalf, the parties agree to execute Forward Digital's Data Processing Agreement.

12. General Provisions

12.1 Governing Law and Jurisdiction

This Agreement is governed by French law. Any disputes shall be subject to the exclusive jurisdiction of the Commercial Court of Bobigny (Tribunal de Commerce de Bobigny).

12.2 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements relating to the subject matter hereof.

12.3 Amendment

Forward Digital may modify these Terms with 30 days notice. Continued use after the effective date constitutes acceptance.

12.4 Severability

If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13. Contact Information