THIS IS A LEGALLY BINDING AGREEMENT. This agreement is written in English (US). To the extent that any translated version of this agreement conflicts with this English version, this English version controls.
PURPOSE. The Wizness Platform is an online network which enables companies to collect their Sustainability data, create their online Sustainability profile, design & publish interactive CSR reports, and engage in interactive conversations with their stakeholders. The Company also provides certain Users of the online platform access to Company Applications and non Company Applications which are available via the Wizness Platform.
SCOPE OF AGREEMENT.
Acceptance. When a party registers an account with Wizness, that party enters into a legally binding agreement with Wizness (hereinafter “Company”).
Users. “Users” means individuals or commercial entities who:
are authorized to use Wizness by Company;
register an account on Wizness; and
provide a user identification and password to Company.
Organization Administrator. “Organization Administrator” is a User who manages and is responsible for the members and the content of a Community or a Company page on the Wizness Platform.
Company Applications. “Company Applications” or sometimes referred to as “Applications” or “Apps” means the Company’s online applications made available to Users free of charge or upon payment of the relevant fee
Company Profile. “Company Page” means an area dedicated to a company's sustainable performance, created and managed by a User.
Community. “Community” means a private area dedicated to a specific Sustainability challenge, created and managed by a User.
Non Company Applications. “Non Company Applications” means online applications made available to Users by a third party free of charge or upon payment of the relevant fee.
Wizness Platform. “Wizness Platform” means the online networking platform designed and developed by the Company to provide companies with tools to improve their Sustainability communications.. Organizations are virtual spaces managed by Organization Administrators where certain Users can Discuss and exchange content related to the company’s performance or community topic. Organizations are either a Community or a Company Page..
Acceptance. By clicking “Join Now” User:
Non-Acceptance. If any individual or commercial entity does not want to register an account on the Wizness Platform or become a User, then that individual or commercial entity should not:
click “ Join Now”; or
access, view, download, or otherwise use any webpage, information, or services available on the Wizness Platform.
Use on Behalf of Commercial Entity. Users that are accessing or otherwise using the Wizness Platform on behalf of any commercial entity are jointly and severally bound by the terms of this Agreement even if that User’s commercial entity has a separate agreement with the Company.
Acknowledgment. User acknowledges that User’s submission of any information, statements, data, and content to Company is voluntary.
USER’S CONTENT, RIGHTS, AND OBLIGATIONS
User License Grant. User grants Company a non-exclusive, transferable, irrevocable, worldwide, perpetual, unlimited, assignable, sub-licensable, royalty-free right to any information that User posts on the Wizness Platform, or otherwise provides to the Company. Company may prepare derivative works, copy, improve, distribute, publish, remove, retain, add, analyze, use, and commercialize that information, in any way known or in the future discovered, without further notice, consent, or compensation to User or any third party.
Company License Grant. Provided that User complies with the terms of this Agreement, Company grants User a limited, revocable, nonexclusive, non-assignable, non-sublicensable license to access the Wizness Platform, including related Company Applications, the developer platform, administrator-created content, or other information provided as part of the Wizness Platform (collectively the “Services”). User may access these Services through a generally available web browser, mobile device, or application.
Specific Limitations to Company License Grant. The license granted pursuant to Section of these Terms is specifically limited by the following:
User may not use scraping, spidering, crawling, or other technology or software used to access data without the express written consent of Company;
this Agreement does not give User any intellectual property rights (including patent, trademark, and copyrights) to any information on the Wizness Platform.;
any use of the Wizness Platform contrary to Company’s mission and purpose is strictly prohibited;
Company reserves all rights not expressly granted in this Agreement, including, without limitation, title, ownership, intellectual property rights, and all other rights and interests in the Services, and all related items, including any and all copies made of the Wizness website; and
For any Services which require the payment of a fee, the license for such Services is granted upon full payment of the said fee.
SHARING AND USE
User’s Obligations. User will:
comply with all applicable laws and regulations and this Agreement, which may be amended, with or without advance notice;
keep User’s Wizness profile information accurate and updated;
use the Services in a professional manner; and
comply with the terms of this Agreement.
send or otherwise post unauthorized commercial communication (such as Spam) on the Wizness Platform or on any Company Application;
upload viruses or other malicious code;
use another User’s Account;
sell the User’s Wizness account to another party;
bully, harass, or intimidate any User;
use Wizness or any Company Application to do anything unlawful, misleading, discriminatory, or malicious;
participate in any pyramid schemes, chain letters, investment offers, or other unsolicited commercial information on Wizness;
use Wizness or any Company Application to infringe any applicable competition laws and regulations. Infringements of competition law include, but are not limited to (i) direct or indirect fixing of prices or trading conditions; (ii) limitation or control of production, markets, technical developments or investments; (iii) sharing markets; (iv) agreements regarding the common refusal to supply; (v) agreements and undertakings which have as their object or effect the prevention, restriction or distortion of competition; (iv) exchange of information which may be used to infringe fair competition.
do anything that could disable, overburden, or impair the proper functioning of the Wizness Platform or any Company Application;
reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Wizness Platform and/or the Company Applications;
extract and/or reuse a substantial part (evaluated qualitatively or quantitatively) of the Platform
post, upload, or transmit any content that:
is harmful, threatening, or pornographic;
contains nudity or graphic violence;
User does not have the right to disclose or make available under any contractual, confidential, or fiduciary duty or obligation;
violates the law;
infringes or violates any copyright, patent, trademark, trade secret, publicity, privacy right, or other proprietary right of any third party; or
is proprietary to a third party, without that third party’s written consent.
provide any false personal information on the Wizness Platform;
use User’s personal profile or a Company Application for commercial gain (such as selling a status update to an advertiser, selling content generated by Company Applications etc);
duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information found on the Wizness Platform or on Company Applications;
imply or state, directly or indirectly, that User is affiliated with or endorsed by Company;
adapt, modify, or create derivative works based, in whole or part, on:
the Services; or
any other User’s content;
remove any copyright, trademark, or other proprietary rights notices contained in or on the Wizness Platform or Company Applications;
infringe or use the Company’s brand, logos, or trademarks or any brands, logos or trademarks of a third party;
collect, use, copy, or transfer any information obtained from company, including, but not limited to, personally identifiable information;
use manual or automated software, devices, scripts robots, or other means and processes to access any web pages or other services contained in or via the Wizness Platform;
use bots or other automated methods to access or perform any activities through the Wizness Platform or Company Applications;
access the Wizness Platform a Company Application for purposes of monitoring its availability, performance, or functionality for any competitive purpose;
engage in framing, mirroring, or otherwise simulating the appearance or function of the Wizness Platform or Company Applications;
attempt to gain unauthorized access to the Wizness Platform; or
disclose critical review of the Wizness Platform or Company Applications to third parties, including the results of performance tests, without prior written authorization from the Company.
ACCOUNT SECURITY AND DATA PROTECTION
User’s Responsibility. User is responsible for anything that happens with User’s account until:
User closes that account; or
User proves that User’s account security was compromised due to no fault on the part of the User.
Obligation to Protect Account. In order to protect User’s account, User will:
keep User contact information up-to-date and accurate;
not create more than one profile;
not share User ‘s password with anyone;
not permit others to use User’s account;
keep User’s password secure and confidential; and
protect sensitive personal information.
Company Obligations. Company may change User’s password and notify the User accordingly if Company believes there has been, or is likely to be, a breach of security.
Electronic Signature. User’s name and password are synonymous with an electronic signature, as defined in section 1316-4 of the French Civil Code.
Use of Information. Company may collect, retain all intellectual property rights in, and may distribute any statistical or performance information.
Reporting Illegal Content
Communities: If a member of a Community or a Sub-Community reasonably believes that content within a Community or Sub Community is defamatory or in breach of a third party’s copyright protection the User shall inform the Community Administrator.
Content available to all Users. If a User believes that content on the Wizness platform is a breach of a third party’s copyright protection, the User may address a mail to firstname.lastname@example.org which includes; (i) a copy of the said content as well as a description specifying the location on the Wizness Platform of the said content, (ii) a statement by the User that states that the User believes in good faith that the use of the said content is not authorized to be shared on the Wizness Platform by the copyright owner, (iii) a statement made by User that the information provided to the Company is accurate and that User is the copyright owner or is authorized to act on the copyright owner’s behalf and (iv) User’s telephone number and email address where the Company may contact User.
Content available to all Users (no copyright infringement). User may notify Company if User believes in good faith that content posted by another User infringes the User’s rights (other than copyright) or is unlawful. The User should address an email to email@example.com
The Company may at its own discretion decide not to remove Content at the request of a User and may require User to obtain a court order for the removal of such Content.
Organizations. Company allows Users to create virtual groups (“Organizations”) on the Wizness Platform. An Organization is either a Community or a Company Profile.
User Access. In order to join a Community or follow a Company Profile, the User will:
have his or her registration validated by the Organization administrator unless User’s registration is automatically approved by the Organization;
acknowledge that the Organization administrator has the right to grant or deny access to the Organization on a discretionary basis; and
acknowledge that the Organization administrator has the absolute right and sole discretion to withhold or disclose as much information or as little information as the administrator sees fit.
Organization Administration. All Organizations will allow Company to:
reference the Organization in any public disclosures, marketing materials or other mass communications; and
communicate the description of the Organization, and any information about the Organization, to all Users.
COMMUNITIES AND SUB- COMMUNITIES
User Access. User may access as many Communities as the User wishes provided that:
Sub Communities. A Sub Community is a community within a community. User’s may access as many Sub-Communities as the User wishes provided that:
The User is a member of the Community within which is located the Sub Community.
The administrator of the Sub-Community has validated the User’s registration;
Community Administrators: All Users that are Company Administrators or Sub-Community Administrators must accept the Community Administrator Terms
Organization Administrator Terms.
Monitoring. Organization Administrators (Community, Sub-Community and Company Profile Administrators) acknowledge that they are responsible for monitoring User contributions on all Organizations that they administer.
Removal of Contributions. Organization Administrators agree to remove User contributions that:
are harmful, threatening, abusive, or pornographic;
contain nudity or graphic violence;
User does not have the right to disclose or make available under any contractual, confidential, or fiduciary duty or obligation;
violate the law;
infringe or violate any copyright, patent, trademark, trade secret, publicity, privacy right, or other proprietary rights of any third party;
are proprietary to a third party, without that third party’s written consent;
contain a virus or other malicious code;
advertise or offer to sell any products or services, or solicit others to donate or contribute;
do not generally pertain to the designated topic of the Community or Sub Community;
contain Spam; or
are otherwise destructive or disruptive to the Community or Sub Community.
COMPANY RIGHTS AND OBLIGATIONS
represents warrants that the Contributions do not contain confidential or proprietary information;
acknowledges and agrees that Company is under no obligation of confidentiality, express or implied, with respect to the Contributions;
acknowledges and agrees that Company may have something already under consideration or in development that is substantially similar to the Contributions;
acknowledges and agrees that Company will be entitled to use or disclose (or choose not to use or disclose) the Contributions for any purpose, in any way, in any media worldwide;
irrevocably assigns to Company all rights, title, and interests in the Contribution; and
is not entitled to any compensation or reimbursement of any kind from Company, under any circumstances, for the Contributions.
Company Right to Modify. The Company may, at any time remove any contributions that the User shares on the Wizness Platform. Notwithstanding the foregoing, Company is under no obligation to monitor the contributions shared by Users on the Wizness Platform.
Changes to Services. Company may, at any time and for any reason:
modify, replace, refuse access to, suspend service, or discontinue the Wizness Platform, partially or entirely, in its sole discretion;
required to do so by law; or
Company has a good faith belief that this access, preservation, or disclosure is reasonably necessary in Company’s opinion to:
comply with legal process, including, but not limited to, civil and criminal subpoenas, court orders or other compulsory disclosures;
enforce this Agreement;
respond to claims of a violation of the rights of third parties, whether or not the third party is a User, individual, commercial entity, or government agency;
respond to customer service inquiries; or
protect the rights, property, or personal safety of Company, Users, or the public.
User Disputes. Company reserves the right, but has no obligation, to:
monitor disputes between and among multiple Users; and
restrict, suspend, or close a User’s account if Company determines, in its sole discretion, that doing so is necessary to enforce this Agreement.
Marketing. Users grants Company, including their respective licensees, parents, subsidiaries, and affiliates a perpetual, non-exclusive, irrevocable, fully-paid, royalty-free, sub-licensable and transferrable (in whole or in part) worldwide license under all copyrights, trademarks, patents, trade secrets, privacy and publicity rights and other intellectual property rights you own or control to use, reproduce, transmit, display, exhibit, distribute, index, comment on, modify, create derivative works based upon, preform and otherwise exploit any User Content, in all media formats and channels now known or hereafter devised, for any and all purposes including entertainment, news, advertising, promotional, marketing, publicity, trade or commercial purposes, all without further notice to you, with or without attribution, and without the requirement of any permission form or payment to you or to any other person.
Non-Company Products and Services. Company or third parties may from time to time make available third-party products or services to Users. Any acquisition by User of such non-Company products or services, and any exchange of data between User and any non-Company provider, is solely between User and the applicable non-Company provider. Company does not warrant or support non-Company products or services. Furthermore, Company shall not be responsible for any damages arising out of the use of such third party Products or Services.
Non-Company Products and User Data. If User installs or enables Non-Company Applications for use with the Wizness Platform, User acknowledges that Company may allow providers of those Non-Company Applications to access User Data as required for the interoperation and support of such Non-Company Applications with the Wizness Platform. Wizness will not be responsible for any disclosure, modification or deletion of User Data resulting from any such access by Non-Company Application providers. The Services shall allow Company to restrict such access by restricting Users from installing or enabling such Non-Company Applications for use with the Services.
Integration with Non-Company Applications. The Wizness Platform may contain features designed to interoperate with Non-Company Applications (e.g., Google®, Facebook® or Twitter® applications). To use such features, User may be required to obtain access to such Non-Company Applications from their providers. If the provider of any such Non-Company Application ceases to make the Non-Company Application available for interoperation with the corresponding Service, Company may cease providing such features without entitling User to any refund, credit, or other compensation.
COMPANY APPLICATIONS . The use of Company Applications is governed by the present Terms & Conditions as well as any specific terms and conditions which may be applicable for the use of such Company Applications.
User License Grant: User grants Company a non-exclusive, transferable, irrevocable, worldwide, perpetual, unlimited, assignable, sub-licensable, royalty-free right to any information that User posts on, or provides to Company in order to use the Company Application(s).
Company License Grant: Company grants User a non-exclusive, transferable, irrevocable, worldwide, perpetual, unlimited, non assignable right to use the Company Applications according to the present Terms and any Company Applications specific Terms.
Specific Limitations to Company License Grant: The license granted pursuant to Section 10.1.B of these Terms is specifically limited by the following:
User may not use scraping, spidering, crawling, or other technology or software used to access data without the express written consent of Company;
These Terms do not give User any intellectual property rights (including patent, trademark, and copyrights) to any information on the Company Applications;
any use of a Company Application contrary to Company’s mission and purpose is strictly prohibited; and
Company reserves all rights not expressly according to these present Terms, including, without limitation, title, ownership, intellectual property rights, and all other rights and interests in the Services, and all related items, including any and all copies made of Company Applications.
Publication of Reports: Certain Company Applications allow Users to generate reports based on information that the User inputs into the Company Application. The User may publish the content created by User using such Company Applications. The User accepts and understands that any information or report made public may be publicly accessible via the internet and may be indexed and indentified by search engines. The User is responsible for ensuring that User does not make publically available confidential or private content.
Disclaimer for Accuracy of User-Generated Content: User is responsible for the accuracy and completeness of all data inputted into Company Applications. If the User inputs false, inaccurate or incomplete information to Company Applications, this may lead to false, inaccurate or incomplete reports. The Company shall in no event be responsible for the content of any User-generated reports.
No Storage Obligation: Company is under no obligation to store, maintain or provide User a copy of any content that User or other Users submit into Company Applications.
Access and third party accounts: Some Company Applications may require User to have an account with Wizness or another third party. If User does not have such accounts, User may not be able to access certain Company Applications. It is the User’s responsibility to ensure that User has the required accounts to access the Company Applications.
Some Company Applications or parts of the Wizness Platform may require the User to pay a fee. User agrees to pay the price for such elements. Without payment, the User will not be able to access the said elements. No prorated reimbursement shall be made.
COPYRIGHT POLICY. Company respects all parties’ intellectual property rights. Accordingly, this Agreement requires that all Users postings not be in violation of the intellectual property rights or other proprietary rights of any third parties. All User’s undertake to respect the provisions of the Copyright Policy which is incorporated within and forms part of the present Agreement. The Copyright Policy can be found here. Company also provides a process for submission of complaints concerning content posted by our Users which is also described in the Copyright Policy..
REPRESENTATIONS AND WARRANTIES.
User Representations and Warranties. User represents and warrants that User:
Has reached the age of civil majority according to applicable law;
has full power and authority to enter into this Agreement;
by entering into this Agreement, User will not violate any other agreement;
will not violate any intellectual property right, copyright, patent, trademark, trade secret, publicity, privacy right, or other proprietary right of Company;
is providing all equipment, software, and internet access needed to access Wizness at User’s sole cost and expense; and
is solely responsible for ensuring that the configuration of any hardware or software used by User is compatible with the Services.
is not using the Wizness Platform to produce services that would be in competition with those of the Company.
Exceptions. SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO USER.
Identity Theft. COMPANY DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTIFY OF ITS USERS, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF THE WIZNESS PLATFORM BY OTHERS USERS. THEREFORE, COMPANY DISCLAIMS ALL LIABIILTY FOR IDENTIFY THEFT OR OTHER MISSUE OF IDENTITY OR PERSONAL INFORMATION.
Third Party Conduct. COMPANY IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES.
Services As-Is. COMPANY PROVIDES THE WIZNESS PLATFORM AND COMPANY APPLICATIONS AS-IS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Sole Remedy. IF USER IS DISATTISSFIED OR HARMED BY USER’S USE OF THE WIZNESS PLATFORM AND/OR COMPANY APPLICATIONS, USER MAY DEACTIVATE USER’S WIZNESS ACOUNT, THEREBY TERMINATING THIS AGREEMENT, WITH THIS TERMINATION BEING USER’S SOLE AND EXCLUSIVE REMEDY.
INDEMNIFICATION AND RELEASE. User indemnifies, releases, and holds Company and its parents, affiliates, subsidiaries, and their respective directors, officers, shareholders, employees and agents, harmless from all claims, damages, losses, and costs (including, but not limited to reasonable attorneys’ fees and costs) in any way related to or arising out of:
User’s use of the Wizness Platform and/or Company Applications;
User’s failure to comply with this Agreement;
User’s submission of content that violates a third party’s rights, or applicable laws;
any content User submits on the Wizness Platform; and
any activity in User engages in or through the Wizness Platform and/or
loss of use, profit, revenue, or data to User or any third person;
loss of use, goodwill or any other tangible or intangible losses;
any consequential, direct, exemplary, incidental, indirect, punitive or special damages;
any damage resulting from User access to or use (or inability to access or use) the Platform or any specific content;
any conduct or content of any third party using the Platform including without limitation prohibited conducts and behaviors described in these Terms;
any content obtained from the services accessed through the Platform;
and unauthorized access, use or alteration of your details, transmissions or contents.
Limitation of Liability To the maximum extent permitted by applicable law, the Company’s aggregate liability shall not exceed one hundred euros (100 euros) or the amount paid by User (if any) for the last twelve months following the event giving rise to the cause of action.
Application of Limitation of Liability. The limitation of liability set forth in Section Error: Reference source not found of these Terms apply regardless of whether:
User’s claim is based in contract, tort, statute or any other legal theory; or
Company knew or should have known about the possibility of such damages.
User agrees to waive his or her right to participate in a class action lawsuit.
Right of Termination.
User’s Right to Terminate. User may terminate this Agreement, for any reason or no reason, at any time, by deactivating User’s account by sending an email to firstname.lastname@example.org
Deletion of User Data. After user has deactivated User’s profile according to 14.1.(A) above, User may request company to delete all information held by Company concerning User by addressing an email to email@example.com
Company’s Right to Terminate. Company may terminate this Agreement and User’s account for any reason or no reason, at any time, with or without notice, effective immediately.
Effect of Termination. User loses all access to the Services, Wizness, and any content posted to Wizness upon termination of this Agreement.
Survival. The following provisions survive any expiration or termination of this Agreement: ; ; ; ; ; ; 10.9; 10.9; 10.9; 10.9.
EXPORT CONTROLS. User’s use of the Services, including any Company software, is subject to all applicable export and re-export control laws and regulations. User will not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any part of the Wizness Platform or Company Applications to any end-user without obtaining the required authorizations from the appropriate government authorities. .
Alerts. To alert Users to certain changes such as modifications to this Agreement, Company may place a banner notice across one of the pages on the Wizness Platform. Alternatively, notice may consist of an email from Wizness to an email address associated with User’s account, even if Company has other contact information. User’s continued use of the Wizness Platform following changes to the present Agreement constitutes User’s acceptance of the amended Agreement. User:
is solely responsible for, and will review User’s settings to control what kind of messages User receives from the Wizness Platform; and
acknowledges and agrees that Company has no liability associated with or arising from User’s failure to maintain accurate contact or other information, including, but not limited to, User’s failure to receive critical information about the Wizness Platform.
Notices. All notices and other communications in connection with this Agreement can be sent to Wizness , 2 boulevard Georges Clemenceau, 92400, Courbevoie, France, Attn: Wizness Director with a copy to Legal Counsel.
Governing Law. This Agreement is governed by the laws of France, without regard to conflict of law principles which might require the application of the laws of another jurisdiction.
Jurisdiction and Venue. Each party consents to the exclusive jurisdiction of and venue of the courts in Paris, France.
Jury Trial. Each party waives its rights to a jury trial.
Severability. If any provision of this Agreement is determined to be unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provisions were not present and that any partially valid or enforceable provisions be enforced to the extent that they are enforceable.
Relief. In no event will User seek or be entitled to rescission, injunctive, or any other equitable relief, or to order or restrain the operation of the Services.
Non-Waiver. A party does not waive any rights under this Agreement by failing to insist on compliance with any of the terms of this Agreement or failing to exercise any rights under this Agreement. A waiver will be in writing and signed by the party granting the waiver in order for the waiver to be effective.
Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter. This Agreement supersedes any previous or contemporaneous agreements, arrangements, or understandings, whether oral or written.
Amendments to this Agreement. Company may modify, supplement, or replace the terms of this Agreement, effective upon posting on the Wizness Platform or notifying User pursuant to Section 10.9 of these Terms. If User does not want to agree to the changes to this Agreement, User can terminate this Agreement pursuant to Section of these Terms.
Assignment and Delegation. User’s rights and duties under this Agreement are not transferable, delegable, or assignable without the prior written consent of Company. Any assignment or transfer in violation of the foregoing is void.
Construction. The Section headings of this Agreement are for convenience only and have no interpretive value. In the event of any ambiguity in or dispute regarding the interpretation of this Agreement, the drafting of the language of this Agreement will not be attributed to either party.