Figures Terms of Use

The below Terms of Use apply for all customers eligible for free access to our solution, in instances where no specific T&Cs agreement has been accepted.

Table of Contents

Figures SAS ("Figures") offers an all-in-one compensation benchmarking and management solution, which it makes available as a service (the "Application"). These Terms of Use, together with the Data Processing Terms, set out the terms and conditions under which each customer ("Customer") shall use the Application.

1.1. Figures makes available to the Customer the Application on servers owned or controlled by Figures for use by the Customer via the Internet.

1.2. Customer is informed that Figures’s control of IT systems deployed for making the Application available for use by Customer ends at the interface between the data network operated by Figures and the IT infrastructure of the internet and/or Customer's IT systems. Figures does not owe the establishment, maintenance or operation of IT infrastructure of the Internet or of data connections between the internet and Customer's IT systems.

1.3. The Customer accepts that Figures may change the Application from time to time and that no warranty, representation or other commitment is given in relation to the continuity of any functionality of the Application.

1.4. The Application is accessible through the Internet by means of publicly available web browsers and software, and Figures makes reasonable efforts to keep the Application available for Customer via the Internet on a 24 hours seven days per week basis. However, Figures does not warrant, and is not responsible, for ensuring that the Application will be available to the Customer at all times during the use of the Application by the Customer. Figures will perform a daily backup of data entered by the Customer on the Application. For the duration of the Customer use of the Application, Figures will maintain a continuous archive of all data entered by the Customer on the Application.

2.1. Customer’s eligibility to enter into these Terms of Use is conditional on Customer meeting specific criteria communicated by Figures, which may include (but may not be limited to) Customer’s present number of full-time employees in certain geographies or the country where the Customer’s legal business entity is legally registered. By entering into these Terms of Use, Customer accepts they understand and meet this eligibility criteria. Customer is solely responsible for ensuring the accuracy of information provided pertaining to its eligibility and accepts that any omissions or inaccurate information in this regard may result in the early termination of this Terms of Use by Figures.

2.2. Subject to the Customer’s compliance with these Terms of Use and the licence in clause 5.2, Figures permits Customer employees to access and use the Application (the "Authorised Users") solely for the Customer’s internal business purposes.The Customer shall be responsible for all acts and omissions of Authorised Users as if they were the acts and omissions of the Customer itself.

2.3. Furthermore, the Customer agrees that its use of the Application is subject to it submitting to Figures a response to a data questionnaire providing specific Customer Contact Data for administration and execution of the provision of the services as well as specific Customer Employee Data and Customer Business Data to be processed by Figures in connection with the Application (the “Customer Data”), the details of which can be found in Figures’s Data Processing Terms.

2.4. Customer warrants that:

2.5. Failure to provide the requested Customer Business Data within 30 (thirty) days of the activation of the Application may result in the early termination of the services by Figures to Customer. The activation is defined as the date on which Customer’s first Figures user account is created, which is evidenced by a welcome email being sent by Figures to Customer notifying that Customer may log on to the Application and start using its services.

3.1. Use of the Application by the Customer and Authorised Users is subject to the following obligations:

3.2. Figures reserves the right to suspend access to the Application or restrict access to some of its functionality in the event that Customer or Authorised Users breach the terms of use set forth in these Terms of Use.

4.1. Both Parties agree to comply at all times with the GDPR and any other applicable data protection legislation (the “Data Protection Legislation"). As part of the provision of the Application, Figures collects and processes specific personal data of customer employees as well as specific business data related to the Customer. The processing of such data by Figures is governed by the confidentiality obligations and the data security terms provided in Figures’s Data Processing Terms.

4.2. Further information on the processing of personal data by Figures in connection with the Application is provided in Figures's Privacy Notice.

5.1. All work results incorporated into the Application, including without limitation, the software code of the Application, the text, comments, illustrations, graphic presentations, images and illustrations, animated or non-animated images, video sequences, sounds, and more generally all elements reproduced and made available to Customer as part of the Application are or may be protected by copyrights, trademark rights and/or other intellectual property rights (jointly: "Intellectual Property Rights"). Figures retains all ownership of Intellectual Property Rights to elements of the Application to the extent created by Figures or assigned to Figures by third parties. Figures retains all rights of use with respect to elements of the Application licensed by third parties. Further, Figures retains unrestricted ownership with respect to the methods, know-how, techniques, computer tools and software used by Figures to generate statistical market benchmark data that may be made available to Customer as part of the content of the Application.

5.2. Figures grants Customer a non-exclusive, non-transferable, non-sub-licensable right for the duration of the use of the Application by Customer, with worldwide reach, solely for accessing the content of the Application for internal purposes of Customer. The right of use granted to the Customer includes the right to print out, reproduce and communicate all data displayed on dashboards included in the Application (related to the Customer or Customer's employees or related to statistical market benchmark data), provided that any such information is always kept within the organisation of Customer.

5.3. Customer expressly undertakes, not to:

5.4. Upon termination or expiry of its access to the Application, Customer commits to refrain from accessing the Application and shall ensure that its Authorised Users do the same.

5.5. With respect to the specific Customer Employee Data and Customer Business Data to be submitted by the Customer in accordance with Section 2.2 above for processing in connection with the Application, Customer grants Figures a non-exclusive right to use such data for purposes of:

5.6. Unless otherwise agreed between the Parties and throughout the use of the Application by Customer, Customer grants Figures a non-transferable, non-assignable and non-exclusive right, free of charge and revocable at any time, to use the logo and/or the name of the Customer as a reference to the collaboration of the Parties and for self-promotion purposes by Figures whether on Figures's website and/or in its commercial documents (e.g. sales deck).

6.1. Access to the standard functionality within the Application (as described on Figures’s website during the sign-up process) is free of charge for Customer. Figures may also decide at any time to make access to the standard functionality in the Application subject to payment of fees, in which case Customer will be notified at least (30) thirty days in advance and able to choose whether it wishes to pay to continue benefiting from the Application or prefer stopping its use of the Application. Access to specific add-ons or features of the Application may be subject to payment of fees.

6.2. Figures dictates available payment methods and terms, and cannot guarantee all payment options are available in every country. The fees shall become due for payment to a bank account nominated by Figures by Customer within (30) thirty days after the issuance of the corresponding invoice by Figures. Unless expressly stated otherwise, all prices, fees and charges stated by Figures shall be net of VAT, to the extent applicable.

6.3. Without prejudice to Figures's statutory rights in the event of late payment, Figures reserves the right to suspend access to the Application or restrict access to some of its functionality, in the event that Customer should be in arrears with payment of the agreed fees.

7.1. Figures makes available to Customer the Application as much as possible without interruption, except for necessary interruptions for which Figures will not be held liable. Figures will also not be liable for any interruptions, delays, failures, or non-availability affecting the Application or the performance of the Application which are caused by third party services, errors or bugs in third party software, hardware, or the Internet on which Figures relies to provide the Application, and the Customer acknowledges that such errors and bugs are inherent in the use of such software, hardware and the Internet.

7.2. If Customer finds that the Application has a defect in accordance with the foregoing section 7.1, it shall report such defect promptly to Figures, and Figures will provide its best efforts to cure such defect within a reasonable period of time.

8.1. Nothing in these Terms of Use excludes the liability of either Party:

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8.2. Subject to clause 11.1,

9.1. These Terms of Use shall become effective upon acceptance by Customer of these Terms of Use and shall remain in force and effect until their termination by either Party.

9.2. Customer may stop using the Application at any time. Customer may cease to use the Application for its convenience at any time on prior written notice and, upon termination, shall cease use of all services of the Application. Figures may terminate providing services under the Application for its convenience at any time with 30 days' prior written notice to the Customer. Figures may stop providing access to the Application in particular if Customer commits a material breach of the Terms of Use, is in arrears with payments owed to Figures (where applicable), does not meet the eligibility criteria to enter into the present Terms of Use, or if Figures is prevented from providing the services due to circumstances beyond the control of Figures.

10.1. For the purposes of these Terms of Use, "Confidential Information" means the terms of these Terms of Use and any non-public information, know-how and trade secrets in any form that are designated as confidential or that would reasonably be expected to be treated as confidential, provided that Confidential Information shall not include information which:

10.2. Each of the Parties agrees to:

10.3. For the avoidance of doubt, the Parties agree that disclosure is limited to the following situations:

10.4. The confidentiality obligations under these Terms of Use shall survive and will remain applicable after the termination of use of the Application by Customer.

11.1. These Terms of Use are governed by the laws of France.

11.2. Any dispute or claim arising between the Parties or in connection with these Terms of Use shall be submitted to the Paris Commercial Court, France.

12.1. Should any provision of these Terms of Use be or become invalid, this shall not affect the validity of the remaining provisions of these Terms of Use.

13.1. The Terms of Use may be amended from time to time. Customer will be notified of material changes, where required.