Terms & Conditions

Preamble

INRŌ, the trade name of EDGAR, a SAS registered with the RCS of Compiègne under number 920 349 073, with its head office at 20 rue des maraîchers 60700 Pontpoint FRANCE (hereinafter "EDGAR"), operates a marketing and/or transactional direct messaging solution on Instagram platform through its website app.inro.social.

These General Terms of Use are intended to define the terms of use of EDGAR's Services. They are a legal and binding agreement between EDGAR and any user of the INRŌ platform ("the User").

Unless otherwise specified, the prices for the subscribed Services are paid at the time of subscription and in the currency in which they were invoiced, in accordance with the financial terms detailed here: pricing plan.

To access, browse, or use our Services, the User must agree to be unconditionally bound by these General Terms of Use. The User can accept the General Terms of Use by clicking to accept the General Terms of Use when this option is made available regarding any agreement, electronic form, or user interface, for any Service offered by EDGAR, or simply by actually using the Services. By subscribing to or using the Site, the Platform, or the Services, the User is deemed to have read and accepted without reservation the current version of these General Terms of Use and declares and warrants that their legal representative is at least 18 years old and that this representative has the legal right and capacity to enter into these General Terms of Use. To the extent that users access the services on behalf of a legal entity, the User declares and warrants that their representative is authorized to act on behalf of the legal entity and to bind it to these terms of use.

Any specific terms negotiated between EDGAR and the User take precedence over these General Terms of Use.

The terms used in this document are defined as follows:

"The User" refers to any natural or legal person using EDGAR's Services.

The "Services" provided by EDGAR are the functionalities made available to Users via the Site, such as sending Instagram direct messages ("DM"), providing reports, or optimizing responses to messages sent through automations as detailed on the website (at the following address: www.inro.social).

The "processor" is the company that processes data on behalf of a data controller. Thus, EDGAR acts as a processor to provide its Services to Users, who define the purpose and methods of processing. Similarly, EDGAR may use processors ("sub-processors") to process data on its behalf.

"User data" refers to the data processed by EDGAR on behalf of Users in connection with the provision of the subscribed Services.

"Personal data" refers to information relating to an identified or identifiable natural person.

The "Parties" refers to EDGAR and the User.

Article 1 - Object of EDGAR's Services

EDGAR provides marketing and/or transactional direct messaging solutions on the Instagram platform through its sending platform, marketed via the Site.
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Article 2 - User Account Management

The use of EDGAR's Services requires the creation of an online account on app.inro.social. The User is responsible for the accuracy of the information provided and agrees to update the information or promptly notify EDGAR of any changes affecting their situation. The User takes all necessary measures to maintain the confidentiality of their account access. In case of fraudulent use of their account, the User agrees to immediately notify EDGAR and promptly change their access password. The User will be responsible for any unauthorized use fees until they have notified EDGAR of such use. EDGAR will not be liable for any material or immaterial damage resulting from account use by a third party, with or without the User's authorization. EDGAR retains messages sent through its platform on behalf of the User. Distribution lists are maintained as long as the User properly maintains and updates their account. EDGAR protects the integrity, confidentiality, and security of the User's personal information.

Article 3 - Financial Terms

Subscribing to EDGAR's Services constitutes the User's commitment to pay the corresponding price for the selected Services and their country of residence. Unless otherwise specified, the prices for the subscribed Services are paid at the time of subscription and in the currency in which they were invoiced, in accordance with the financial terms detailed here: pricing plan.

The prices displayed on the Site are exclusive of charges and do not include VAT. Additional charges are applied on the invoice based on the User's country of residence and applicable legal and regulatory provisions.
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Article 4 - Use of the Services

4.1 - Compliance with applicable regulations

Each Party declares that it complies with the regulations applicable to its activity. In general, the User guarantees that the information sent via EDGAR's Services does not violate any legal, regulatory, or international convention provisions applicable to them, particularly the provisions in force in France, the State in which the User operates, and the State in which the persons on the distribution lists reside, or the rights of third parties. Sending direct messages on Instagram ("DM") to clients and prospects is subject to the specific rules of Instagram Communities and the rules related to data protection and electronic prospecting, including but not limited to:

United States: Telemarketing Sales Rule, Federal Telephone Consumer Protection Act, Can-Spam Act;
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France: les articles L.34-5 du Code des postes et des communications électroniques et L.122-8, L122-9 et L122-10 du Code de la consommation ;
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Italy: Codice in materia di protezione dei dati personali ;
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Spain: Ley 34/2002, de 11 de julio, de servicios de la sociedad de la información y de comercio electrónico and Ley Orgánica 3/2018, de 5 de diciembre, de Protección de Datos Personales y garantía de los derechos digitales ;
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United Kingdom: The Privacy and Electronic Communications (EC Directive) Regulations 2003.

4.1.1 - User's Intellectual Property Rights

The User authorizes EDGAR to use their name, brand, and visual identity solely for the purpose of executing the Services. The User guarantees to EDGAR that:

They have full power and authority to exploit and grant intellectual and industrial property rights and that these rights are in no way assigned, mortgaged, encumbered, or otherwise transferred in favor of a third party ;
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They have not and will not take any action that may compromise the use of intellectual and industrial property rights ;
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They have not introduced and will not introduce in their campaigns any sequence, reproduction, or reminiscence likely to infringe the rights of third parties ;
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No litigation or lawsuit is ongoing or about to be initiated challenging intellectual property rights ;
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Furthermore, the User agrees to indemnify EDGAR against any third-party claims and any judgments pronounced against it resulting from non-compliance with this article.
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4.1.2 - EDGAR's Intellectual and Industrial Property Rights

All programs, services, processes, designs, software, technologies, trademarks, and trade names, inventions appearing on the Site, accessible via the Site or via EDGAR's Services are the property of EDGAR or its licensors. The User agrees not to use, in any way, the Site, the Services, or any of the aforementioned elements for purposes other than those provided in these terms.
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4.2 - Protection of third-party personal data

For the purpose of providing the Services, EDGAR has access to the information contained in the Instagram direct message distribution lists created by Users on their personal accounts, as well as the subject and content of direct messages sent to their distribution lists through the Services. This information contains personal data concerning third parties.
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4.2.1 - User's responsibility regarding personal data

As the creator of the distribution list, the User is responsible for processing the personal data contained in this list under the applicable regulations. As such, if the User is established in the European Union, or if their distribution list contains personal data of EU citizens, the User guarantees to EDGAR that they comply with the provisions of Regulation No. 2016/679 of April 27, 2016 (the "GDPR") as well as Law No. 78-17 of January 6, 1978, relating to data processing, files, and freedoms, and in particular:

The personal data contained in the file transmitted has been collected and processed in compliance with the applicable regulations ;
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The User has informed the data subjects in accordance with the regulations ;
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If applicable, the collection and processing have been consented to by the data subjects ;
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The User allows the data subjects to exercise their rights in accordance with the regulations ;
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The User commits to ensure that the information is corrected, supplemented, clarified, updated, or deleted when it is inaccurate, incomplete, ambiguous, outdated, or when the data subjects wish to prohibit its collection, use, communication, or retention.

It is specified that the User is solely responsible for managing the retention periods of the personal data they upload to EDGAR's platform, and it is their responsibility to delete the data as their retention period expires. EDGAR is only responsible for deleting this data at the end of its contractual relationship with the User.

Furthermore, the User agrees not to include any "sensitive" personal data within the meaning of Article 9 of the GDPR, including but not limited to health data, data related to criminal convictions and offenses, social security numbers, or credit card numbers, in the distribution lists uploaded to EDGAR's platform. EDGAR cannot be held responsible for the presence of such personal data on its platform, and the consequences that may arise. In case of violation of this clause, the User will be solely responsible for any consequences and agrees to indemnify EDGAR, if necessary.
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4.2.2 - Protection of User Personal Data

EDGAR has taken all necessary precautions to ensure the security of personal data, preventing its distortion, damage, or access by unauthorized third parties. These measures include:

Multi-level firewalls,
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Reputable antivirus and intrusion attempt detection,
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Encrypted data transmission using SSL/https/VPN technology,
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Tier 3 data centers certified by PCI DSS.
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Furthermore, access to EDGAR Services' processing requires authentication of individuals accessing the data using an access code and an individual password that is sufficiently strong and regularly renewed. Data transmitted over unsecured communication channels is subject to technical measures to render it incomprehensible to unauthorized persons.
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4.2.3 - Conditions of the Subcontracting Relationship

EDGAR acts as a subcontractor for the User and commits to complying with obligations related to the processing of personal data. Specifically:

The User can request the retrieval of their contact data at any time from their EDGAR account or by contacting support@inroapp.com ;
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The disclosure of personal data in distribution lists to third parties is allowed only under the following circumstances:
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1) With authorization from the User confirming that the concerned individual has authorized the disclosure;

2) Upon request from legally competent authorities, by judicial requisition, or within the context of legal proceedings.
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4.2.4 - Use of Data by EDGAR

To manage its security risks, the User is informed that EDGAR reserves the right to transmit information related to the User's representative to third parties outside the European Union, notably Meta Platforms Inc. Any such data transmission will be carried out by EDGAR in compliance with applicable European regulations and guidelines.

Finally, the User expressly agrees that the behavior of the recipients of these Instagram direct messages may be processed by EDGAR (e.g., tracking open rates, click rates, interaction types, etc.) to improve the effectiveness of direct message campaigns.
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4.3 - Service Use Limitations

The User expressly understands and agrees that the Services are provided "as is" and "as available" on the platform, with all their defects and imperfections. EDGAR provides no warranty regarding the Service, acting on behalf of itself, its affiliates, licensors, and/or service providers, and expressly disclaims any implied warranties, including fitness for a particular purpose and non-infringement of third-party rights. EDGAR makes no representations that the Services will meet the User's specific requirements, achieve expected results, be compatible with or work with any other software, application, system, device, or service, operate without interruption, meet any performance or reliability standards, be error-free, or that any errors or defects can or will be corrected. EDGAR does not guarantee that the Services will be uninterrupted, timely, secure, error-free, or virus-free.

The User acknowledges and agrees that their use of the Service must comply with Instagram's community rules and EDGAR's guidelines as specified in the knowledge base accessible from the help menu within the application, referred to as The Documentation. As The Documentation is subject to change, the User is advised to stay regularly informed. The User acknowledges and agrees that any use of the Service that disregards, violates, and/or contravenes the guidelines in The Documentation may affect the Service's performance and/or alter its pricing.
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4.4 - Utilisations interdites

The use of EDGAR Services, as a result of subscribing to said Services, is strictly personal and cannot be rented, transferred for free or for a fee to a third party. Without prior authorization, the use of EDGAR is limited to one account per User.

Any use of the Services that could damage, disable, or overload EDGAR's infrastructure or networks connected to EDGAR servers, or hinder the enjoyment of the Services by other Users, is prohibited.

Any attempt to unauthorized access to the Services, other accounts, computer systems, or other networks connected to an EDGAR server or any of the Services through hacking or any other method is prohibited.

Using the Services to sell products or services related to illegal or fraudulent activities, or to promote such activities, including but not limited to illegal drugs, pirate programs, instructions for assembling or creating bombs, grenades, or other weapons, materials containing violence against children or encouraging violence, is prohibited.

Any use of the Services contrary to applicable telemarketing regulations, Instagram direct messaging, anti-spam, anti-phishing, personal data protection regulations, and/or contrary to EDGAR's anti-spam and privacy policies is prohibited.

Any use of the Services in violation of third-party rights is prohibited.

In the event of non-compliance with this article, EDGAR reserves the right to immediately block the User's access to its Services and delete all information from their account without notice and without refund or any other form of compensation.

EDGAR reserves the right to refuse or limit the service to accounts that do not comply with its General Terms of Use, laws regulating communication businesses, or distributing unsolicited communications.

The following topics are prohibited on the EDGAR platform:

All forms of illegal activities ;
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Currency exchanges, fraudulent actions, and stock schemes ;
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Work-from-home job offers making promises like "get rich quick," financial schemes, and pyramid schemes.
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5 - Responsibilities and Guarantees

5.1 - Responsibilities and Guarantees of EDGAR

Except in cases of force majeure, EDGAR commits to making its best efforts to provide the service in compliance with these General Terms of Use. EDGAR cannot be held responsible for any indirect damages suffered by the Client and/or User that may arise from or in connection with the execution of these terms and their consequences.

Indirect damages include, but are not limited to, loss of data, loss of time, loss of profit or revenue, loss of business, loss of clientele, loss of opportunity, economic loss, damage to reputation, image, and third-party actions.

The compensation potentially owed by EDGAR to the User or a third party, due to EDGAR's liability, its subsidiaries, or its partners, for the execution of these terms shall not exceed the price paid by the User for the Services causing the liability during the six (6) months preceding the occurrence of the event causing the damage.

In no case does EDGAR guarantee the economic, image, or informational results expected by the User from sending direct messages on Instagram under these terms. EDGAR does not systematically control the content of messages sent by the User to their distribution lists, which remains the User's responsibility. Under no circumstances can EDGAR be held liable to third parties for any damage resulting from sending direct Instagram messages on behalf of the User.
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5.2 - Responsibilities and Guarantees of the User

The User is solely responsible for the content of Instagram direct messages sent to their distribution lists under these terms. The User's liability may be engaged due to non-compliance with these General Terms of Use, EDGAR's privacy and anti-spam policies, or any applicable legal, regulatory, or international convention provisions.

The User indemnifies EDGAR against any damage, claim, and third-party recourse resulting from a violation by the User of these General Terms of Use, EDGAR's privacy and anti-spam policies, or any applicable legal, regulatory, or international convention provisions.
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6 - Modification of Terms of Use, Policies and Offer

EDGAR may modify these General Terms of Use, its data and privacy policies, as well as its offer. In any case, the User's continued use of the Services constitutes acceptance of the modifications. The up-to-date General Terms of Use, data and privacy policies, and EDGAR's offer can be consulted at any time on the Site. In the event of substantial changes to these terms, EDGAR may inform the User by email or directly on their app.inro.social account.
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7 - Duration – Termination

These General Terms of Use are in effect for an indefinite period. The User can terminate their EDGAR account at any time directly from the Site. In case of termination by the User, the amounts paid for EDGAR Services remain due to EDGAR, even if the User has not exhausted the acquired sending quotas. In case of non-compliance by the User with these General Terms of Use, EDGAR's privacy and data policies, or any applicable legal, regulatory, or international convention provisions, EDGAR reserves the right to terminate the User's account with a 15-day notice. Termination will occur without notice in case of non-compliance with the 'Use of Services' section of these terms.
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8 - Force majeure

The parties' responsibility cannot be engaged if the non-execution or delay in the execution of any of their obligations described in these General Terms of Use results from a case of force majeure. Force majeure is understood as any external, irresistible, and unpredictable event, as interpreted by French courts, that prevents one of the parties from fulfilling its obligations or makes their execution excessively burdensome.

Expressly considered as cases of force majeure, in addition to those usually retained by French courts, without being exhaustive:

Wars, armed conflicts, riots, insurrections, sabotage, acts of terrorism ;
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Total or partial strikes, internal or external to the company, at a supplier or a national operator, lockouts, transport or supply blockages for any reason ;
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Natural disasters leading to the destruction of infrastructure, such as fires, storms, floods, water damage ;
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Government or legal restrictions, legal or regulatory changes to marketing methods, cases of suspension, cancellation, revocation of any authorization by any competent authority ;
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Network interruptions of EDGAR, its subcontractor, or supplier, due to computer failures, telecommunications blockages resulting from external attacks, service interruptions of the access provider or others, and any other event not attributable to EDGAR, its subcontractor, or supplier, preventing the normal execution of services ;
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Power outages of more than 48 hours.
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Each party shall notify the other by registered letter with acknowledgment of receipt of the occurrence of any force majeure event.
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9 - Protection of User Personal Data

The information, including personal data, collected by EDGAR within its commercial relationship with the User is subject to computer processing detailed in EDGAR's "Privacy Policy – Protection of Personal Data".
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10 - Partial Nullity of the Terms of Use

The cancellation of any clause of the General Terms of Use cannot result in the cancellation of these terms as a whole, provided that the overall balance and economic aspects of the agreement can be maintained.
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11 - Applicable Law – Jurisdiction

The General Terms of Use are governed solely by French law. Any dispute between the Parties arising from the validity, interpretation, execution, termination, or breach of these General Terms of Use shall be submitted by the most diligent Party to the Commercial Court of Paris, including in the event of emergency proceedings, third-party appeals, and/or multiple defendants.