TERMS & CONDITIONS (“T&Cs”)
1. Publisher
This website is owned and operated by [Company Name and Designation] Company name, a simplified joint-stock company with capital of €XXX, registered with XXX Registry under no. XXX, having its registered office at XXX ("Company Name," “we” or “us”).
Created and hosted by AGORIZE SAS, a simplified joint-stock company with capital of €107,217.90, registered with the Paris Trade and Companies Registry under no. 530 774 439, having its registered office at 15 rue Béranger, 75003 Paris, France.
2. Subject
[Company Name] provides an innovation platform service accessible at [Website URL] (“Website”), which allows the organizing company looking for innovative ideas for problems and programs to connect with innovators.
These T&Cs govern your access to and use of the Website and its Services.
By opening an account on the Website, you must tick a box, and confirm that you have read and accepted these T&Cs, which form a legally binding contract between you and [Company Name].
If you wish to participate in a specific Challenge, you will be asked to review and accept the rules applicable to the specific Challenge.
Please read the following carefully. If you do not accept these T&Cs, do not use the Website. We may amend these T&Cs at any time by posting an updated version to this web page and notifying you before the amended T&Cs take effect.
To improve your user experience, we may also modify, without prior notice, the structure and design of our Website, as well as some Services or content.
3. Definitions
In this document,
“Account” means the account that must be created to become a Member and access the Services offered by the Website;
“Brief” means the concise statement of the instructions and guidelines for a Program prepared by the organizing company;
“Program” means an invitation for proposals to solve a specific problem or program issued by an organizing company, who may offer an award for the winning Deliverables submitted via the Website by a Member registered to participate in the Program, and in accordance with the Program Rules;
“Program Rules” refers to the rules applicable to a Program and which are binding between the organizing company and each Program participant. In the event of discrepancies or contradictions with the T&Cs, the Program Rules shall apply;
“Community” refers to all Members of the Website;
“Deliverables” means all submissions, original ideas, documents or other materials (such as presentations, videos, etc.) uploaded to the Website by Members in response and as a solution to a specific Program;
“Member” means any individual having an Account on the Website;
“Services” means all products, services, content, features, technologies or functions delivered by us via the Website.
4. Opening an Account
A. Conditions
You must be 18 years or older. You must be 18 years or older to use our Services, and by opening an Account you declare that you meet this condition.
You must have authority to bind your business. You confirm that you have authority to bind any business or entity on whose behalf you use our Services, and that business or entity accepts these terms.
B. Creating an Account
The Website allows Members to
- view and enroll in Programs
- to interact with other Members or [Company Name] through message boards, chat, email and messaging.
You can view the Briefs and Programs if you are not registered, but you cannot enroll in or participate in a Challenge without first opening an Account and becoming a Member.
To create your Account, you must complete the mandatory fields in the registration form (e.g., name, email and password). [to be completed if necessary depending on your registration fields] An Account activation link will be emailed to you; your Account is activated once you click on the link
To open an Account, you must have read and accepted these T&Cs and our Privacy Notice.
C. Accuracy of Account Information
You agree that your profile Account contains accurate and true information, and that you will update it, as needed.
D. Password
You are responsible for keeping your Account password confidential. You agree to inform us if there is an unauthorized use of your Account or a security breach, such as loss or theft of your login information.
5. Services
The Website is an online innovation platform on which Organizer can create and post Briefs and Programs in which Members can participate, subject to the specific conditions of each Program as set out in the Program Rules.
As a Member:
- you may access a personalized space on the Website that contains your profile, allows you to view the Programs in which you have enrolled, and to communicate and exchange messages, including by email and chat, with Members, mentors, and [Company Name];
- you may register for Programs, provided you meet the conditions of the Program Rules;
- you may participate in a Program, individually, as a representative of a business entity, or by creating or joining a team, as specified in the Program Rules;
- you may upload Deliverables in response to a Program, as specified in the Program Rules;
- you may retrieve the data and Deliverables that you submitted during your participation in a specific Program, as specified in the Program Rules.
[Company Name] may offer awards for the winning Deliverables submitted by Members registered to participate in a Program, in accordance with the Program Rules.
The organizing company are solely responsible for assessing all Deliverables and independently decide, in accordance with their own criteria, on the winner(s) of a Program. Decisions made by the organizing company are considered final.
6. Content posted by you on the Website
You may communicate with other Members, mentors, or [Company Name] via the Website. Any information you provide on the Website, both during registration and use of the Services (such as, public message board postings, emails, chats, Deliverables, etc.) is subject to the following:
- You agree that content posted by you will be accurate and will not: (i) infringe any third party’s copyright, trademark, patent or other proprietary rights or rights of publicity or privacy, or (ii) violate any law (including export control, unfair competition, anti-discrimination or false advertising).
- Regarding Deliverables, you guarantee that (i) you are the owner or authorized user of the intellectual property contained in your Deliverable and that (ii) you are not required to transfer your rights over the Deliverable to a third party pursuant to an employment relationship or other contract; or that (iii) you have obtained any necessary authorizations from your employer or co-contracting party before submitting the Deliverables. At any time, you may be asked to make legally binding warranties and representations to the organizing company in relation to a Deliverable or any specific information that you submit.
- You are solely responsible for the content that you publish or upload to the Website, and for the transfer of technologies or information with which you are involved. [Company Name] expressly disclaims any liability or responsibility thereto.
7. Member Rules of Conduct on the Website
There are certain rules that apply to Members. When using our Website, you agree:
- to not submit to us or other Members, mentors or the jury false, misleading, malicious or fraudulent information;
- to not post content of a defamatory, injurious, obscene, pornographic, vulgar, offensive, aggressive, uncalled-for, violent, threatening, harassing, racist or xenophobic nature, or with sexual connotations, inciting violence, discrimination or hatred, encouraging illegal activities, or more generally content that is contrary to good morals or the purposes of the Website;
- to not infringe the rights and image of [Company Name], such as its intellectual property rights;
- to not open more than one Account on the Website or open an Account in the name of a third party;
- to not use the Account of another Member;
- to not try to bypass the Website, such as by trying to contact or send the organizing company your Deliverables outside of the Website;
- to not transfer data that contains viruses, worms, Trojan horses or any computer file or program that could interrupt, destroy or limit the functioning of any computer or network linked directly or indirectly to the Website;
- to not use any device, software or routine that could interfere with the proper working of the Website or which is intended to damage, interfere with, intercept or expropriate any system, data or personal information;
- to not to take any action (such as, spamming) that imposes an unreasonable load on our Website;
- to not violate the principle of confidentiality, which may exist within the framework of a Program; and
- to, more generally, not to act in a way that violates the law or breaches these T&Cs.
8. Confidentiality
Within the framework of a Program, you may be required to maintain certain information confidential.
You agree to defend, indemnify and hold [Company Name] harmless, from and against all claims, actions or demands, liabilities, and settlements, including, without limitation, reasonable legal fees, arising from your unauthorized and prohibited disclosure of confidential information.
9. Role of [Company Name] / Limitation of liability
[Company Name] has no control over the behavior of Members, mentors or other users of its Website. We do not control the information provided by others that is made available through the Website; other user’s information may be inaccurate.
[Company Name] will use its best efforts to ensure that the information published on the website is accurate and up-to-date.
Similarly, [Company Name] does not guarantee that the website will function without interruption, bugs or viruses. In this respect, the user declares that he/she accepts the features and limitations of the internet.
Members act under their sole and full responsibility.
We are not responsible for the content or use of any Deliverable, for a Member's failure to complete a Program, for any consequential loss such as financial loss, loss of business or pain and suffering that a Member may suffer as a result of using the Website or participating in a Program.
If you have a dispute with another Member, you must notify us of all claims of whatever nature arising from such dispute.
[Company Name] shall not be liable to you for any damages, claims, expenses or other costs you incur as a result of third party claims related to your use of the Services. Under no circumstances, shall [Company Name] be liable for any indirect damages, or for any damages totaling more than one hundred (100) Euros, assuming that such damages have been duly proven. You agree that you will be responsible for, and at [Company Name]’s request, defend [Company Name] from third party claims arising out of information you provide to [Company Name] for publication or any breach by you of these T&Cs.
You agree that regardless of any statute or law to the contrary, any claim or cause of action related to your use of the Services must be filed within one (1) year after such claim or cause of action arises, or be forever barred.
10. Account suspension, restrictions of access and termination
You can terminate your contractual relations with [Company Name] and close your Account at any time by clicking on the “Delete your profile” tab on your profile page or by contacting [Company Name]. The termination takes effect immediately.
If you breach your undertakings as set out in these T&Cs or if we have genuine reason to believe that the security and integrity of [Company Name], its Members or third parties are at risk, we reserve the right to:
- immediately terminate these T&Cs binding you and [Company Name]; and
- temporarily or permanently suspend your Account.
When this is necessary, you will be notified of such measure to enable you to respond. [Company Name] will decide, at its sole discretion, whether to lift the measures put in place.
11. Personal Data we collect and process
In using the Website and registering as a Member, you acknowledge and accept the processing of your personal data by us as set out in our Privacy Notice.
12. Operation, availability and functionalities of the Platform
We shall try as far as possible to maintain the Website continually accessible. But access to the Website or the use of certain features may be suspended or disrupted without notice, due to technical maintenance, migration, or updates, or owing to outages or constraints linked to the network or for other technical reasons.
We reserve the right to modify or suspend all or part of your access to the Website or its features, at our sole discretion, temporarily or permanently.
13. Hyperlinks
Our Website contains links to other websites. We do not control those websites and are not responsible for their content. By including these links, we are not endorsing the material on those websites or implying any association with their operators.
14. Modification of the T&Cs
These T&Cs and the documents integrated by reference express the entire agreement between you and [Company Name] relative to your use of the Website and the Services.
[Company Name] may modify these T&Cs to adapt to its technological and commercial environment, and to comply with the law. Any modification to these T&Cs will be published on the Website with mention of the effective date, and you will be notified by [Company Name] before the changes take effect.
15. Applicable law and dispute resolution
These T&Cs are governed and construed in accordance with [French law], without giving effect to any principles of conflicts of law.
We invite you to submit to us any complaints that you might have using the contact information provided above. If a contractual dispute between you and [Company Name] cannot be amicably resolved, you may use mediation free of charge, and may consult https://www.economie.gouv.fr/mediation-conso to appoint a mediator.
If the dispute cannot be settled by mediation, you irrevocably agree to submit all disputes to the jurisdiction of the competent court of [Paris, France].
For the exclusive benefit of [Company Name], [Company Name] shall also retain the right to bring proceedings as to the substance of the matter in the courts of the country of your residence or, where these T&Cs are entered into in the course of your trade or profession, in the country of your principal place of business.
16. Webhosting AMAZON WEB SERVICES
Region of operations (i.e. servers location):
eu-west-3 (Paris, France)
Headquarters:
17. Credit for Website design and Publisher Contact
AGORIZE
15 rue Béranger
75003 PARIS
contact@agorize.com
Tel.: (+33) 0 1 55 43 79 45
15 rue Béranger
75003 PARIS
contact@agorize.com
Tel.: (+33) 0 1 55 43 79 45
18. Effective Date
[Insert date]