Kiwislices through its website www.kiwislices.com (hereinafter referred to as "the Site", provides a range of online services (hereinafter referred to as "the Service" or "Services" such as Community or Trading Board, and dedicated exclusively to professionals.
You can register for a Free Trial to access Kiwislices Services. After expiration of this Free Trial, access to Kiwislices Services will require a subscription fee. Tariffs are available at the pricing section.
In order to use the Service, you must have an Internet access, and all equipment necessary to ensure connection to the Internet network.
2. Access to the Service
2.1. Accuracy of the data you provide
Kiwislices provides Services intended to facilitate links and relationships between professionals. In order to enforce the requirements and the reliability of the associated Services, you agree to:
- Provide true, accurate, current and complete information about yourself, the company you represent and the third parties linked to your company operations.
- Maintain and regularly update the registration data to keep them true, accurate, current and complete.
- Compensate Kiwislices with legal fees of any kind (including counselling fees, mediators fees, court costs, payments of fines or convictions) incurred by Kiwislices in case its civil or criminal liability comes to be questioned because of false or erroneous information that you have provided.
In the event you provide false, inaccurate, out of date or incomplete information, Kiwislices would be entitled to suspend or terminate your account and refuse any and future access to all or part of the Service.
2.2. Compliance with the purpose of the Service
You agree not to use in a roundabout way the Services provided on the Site or in connection with the Site, for projects or companies which cause or object is unlawful. If you use the Services to manage projects or business which infringe the law, public order and morality, Kiwislices reserves the right to take legal action against you to claim compensation for any damages in terms of business image, awareness or organization of the service, whatever the outcome of any legal proceedings initiated against you by the legal authorities on the basis of these actions.
2.3. Modification of the Service
Kiwislices reserves the right to modify, temporarily or permanently discontinue all or parts of the Service at any time, without advance notice. Kiwislices is committed to do its best to inform users of any interruption which would be known about. Kiwislices cannot be liable to you or to any third party for any modification, suspension or interruption of the Service.
In case of permanent termination of the Service, Kiwislices will refund users paying a subscription fee on a pro rata basis for the unused period of the Service.
By using Kiwislices Services, users agree to relinquish all rights for any legal action against Kiwislices on the basis of possible prejudices suffered from Service interruption.
3. Use of the Service
In order to have access to the Services, existing or future, you are required to set up a user account. The information requested when setting up this account is then stored and you can access it in the "my account" window when you have successfully logged in. In the scope of the Services and in order to allow you to exchange with other members, paying members will have access to this information.
The information you provide and keep up to date, in order to identify you and in respect of article 2.1, are prerequisites of your rights to use the Services.
Furthermore, in order to avoid fraudulent registrations by people or robots, only professional email addresses will be accepted to register a user account or an administrator account. Public email addresses such as gmail, hotmail, yahoo, etc. are not accepted. If you are unable to provide a professional email address, please contact Kiwislices via the "Contact us" link of the Site, and explain us the reasons in order to unblock your email address.
You can register either as a new company and thus set up an administrator account for the company, either as a member of a company already registered, and in that case a user account can be set up only through the administrator account of the registered company.
Unless a different agreement between Kiwislices and your company stipulates otherwise, your company is allowed to set up one user account per company subscription.
The use of this user account is strictly for members of the said company. If you communicate user account information such as login and password to other people outside of your company (including partners, family, friends, etc.), Kiwislices reserves the right to terminate your company subscription and company account, without any refund. Morevover, a user account can be used only at one location at the same time.
3.2. User account, password and security
During the registration process, you will choose an account name and password. You are the sole responsible for keeping your account username and password confidential, and for all actions undergone on your account.
- To inform Kiwislices immediately of any unauthorized use of your account and / or your password and / or any breach of security,
- To make sure that you logout explicitly after each session.
Kiwislices cannot be held responsible for any loss or damage arising from your failure to comply with the rules mentioned above in this paragraph.
3.3. User behaviour
You are the sole responsible of any Content:
- You make available to third parties, or
- You send via email, or
- You send via instant messaging service using the Community, or
- You write in sections that can be accessed by third parties, such as the Trading Board, or
- You upload, or
- You transmit by any other means through Kiwislices Services.
You acknowledge that any content made available by users through the Service is the responsibility of the user. In any case, Kiwislices cannot be held responsible for the content, including illegal content under existing regulations, for errors or omissions in any content, for any loss or damage resulting from the use of any content posted, transmitted by email or any other way via the Service.
Any content that would have been notified to Kiwislices as illegal, or that Kiwislices would have identified as illegal will be erased as soon as possible.
You agree not to:
- Upload, post, transmit by email or make available by any other means any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, threatening the privacy of others, hateful, racist or otherwise objectionable.
- Access, view, download, or transmit any content that would violate the French Law. If you use the service, in any manner whatsoever, to transmit any content that is contrary to the French law, including those relating to paedophilia, organ sales, sales of illegal substances or other objects and / or illicit benefits, or which advocate terrorism, crimes of war, Nazism, you will be liable to the sanctions prescribed by the French law and will have to face legal actions initiated against you on that basis.
- Harm the honour, reputation or interests of other users within the Service.
- Harass by any manner one or several other users.
- Transmit any content that might constitute: an incentive to commit crimes and misdemeanours; an incitement to discrimination, hatred or violence because of race, ethnicity or nation; an apology for Nazism; denial of the existence of crimes against humanity, false news, and any content intended to exhibit or sell items and / or banned pieces of work; information relating to the adoption, trial, juvenile suicide, or an individual's financial situation; an act to undermine the legal authority; the diffusion without authorization of polls related to an election or a referendum; defamation and insult; an invasion of privacy; or an act endangering minors, by manufacturing, transporting and diffusing violent messages, pornographic messages or messages infringing human dignity.
- Attempt to mislead other users by usurping the name of others or a company, and especially by impersonating an employee or an affiliate of KiwiSlices, or a moderator of the Site.
- Upload, post, transmit by email or by any other means any content that you do not have the right to broadcast by a law order or a legal document (such as, but not limited to, inside information, confidential information learned or disclosed under an employment contract or a non-disclosure agreement).
- Upload, post, transmit by email or by any other means any content that infringes any patent, trademark, trade secret, proprietary or other intellectual property right belonging to others.
- Upload, post, transmit by email or by any other means any advertising or promotional material which is unsolicited or unauthorized.
- Upload, post, transmit by email or by any other means any content containing, but not limited to, viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications tool.
- Disrupt the normal flow of dialogue, accelerate the rate of scrolling so that users of the Services are unable to monitor and type their dialogue, or otherwise act in such a way that prevent users from communicating with others in real time.
- Interfere with or disrupt the Service, servers or networks connected to the Service, or refuse to comply with any requirements, procedures, policies or regulations of networks connected to the service;
- Violate, intentionally or not, any national or international law.
- Collect and store personal data about other users.
Similarly, you may not use the Service to contribute to any project or enterprise which purpose or issue would relate illegal contents or activities, including those mentioned above.
3.4. Liability of the content
You acknowledge that Kiwislices cannot view contents before their release. However Kiwislices, or any person or entity designated by Kiwislices, reserves the right at its sole discretion to refuse or move any content available through the Service.
Furthermore, Kiwislices, or any person or entity designated by Kiwislices, will be entitled to delete or remove any content that violates the terms hereof and / or regulations and / or would be reprehensible in any other way.
You also agree that you must exercise reasonable care, and bear all risks associated with the use you make of the content and particularly when you rely on the opportunity, the usefulness or the completeness of such content. Kiwislices do not assume any advice whatsoever into or through the content published on the Site. Accordingly, you acknowledge that you cannot rely on any content created by Kiwislices or submitted to Kiwislices, including those in the forums or other parts of the Service.
You acknowledge and agree that if Kiwislices protects the content, Kiwislices may be obliged to disclose it to comply with applicable law or, if in good faith, Kiwislices believes that such action is necessary:
- In the context of judicial proceedings.
- To respond to complaints alleging infringement of third party rights.
- To protect the rights or interests of Kiwislices, its users or the public.
3.5. Recommendations for international users
Given the global nature of the Internet, you agree to abide by all the rules applicable in the country from where you view the contents and from where you issue content, the behaviour of the network users and what content is acceptable. In particular, you agree to comply with all applicable laws regarding the transmission of data to and from France or the country where you reside.
3.6. General rules concerning use and data storage
You acknowledge that Kiwislices may establish general practices and limits concerning the use of the Service, including, but not limited to: setting a maximum number of days during which emails, messages posted in the forums or other uploaded documents will be retained; setting a maximum number of communications that can be sent and received by an account; setting a maximum size for communications sent and received by an account; establishing a maximum memory space that you will be allotted on Kiwislices servers; setting a maximum number of times you can access the Service during a given period (and the maximum duration time of each access).
You acknowledge that Kiwislices provides no warranty for the deletion or failure to store any messages, any communication or content broadcast or transmitted through the Service. You also acknowledge that Kiwislices is entitled to delete any unused account which has been inactive for a while, that Kiwislices is free to modify these general practices at any time, so Kiwislices recommend you check them regularly.
3.7. Property rights and rights to use the Service
You acknowledge and agree that the Service and any necessary software used in connection with the Service (thereafter referred as "Software") contain proprietary and confidential information protected by intellectual property rights in force or by any other Act. You further acknowledge and agree that the content contained in sponsor advertisements or the information presented to you through the Service or through advertisers is protected by copyright, trademark law, patent law, or any other law recognized by the legislation. Unless expressly authorized therefore by Kiwislices or the advertisers, you agree not to modify, rent, loan, sell, distribute or create derivative works based wholly or partly on the Service or Software.
Kiwislices grants you a personal, nonexclusive and non-transferable right to use the Software on an unlimited number of computers but not simultaneously; stipulating that it is forbidden (and you cannot give others the authorization) to copy, modify, create a derivative work of, reverse engineer, disassemble or otherwise attempt to discover the source code (except cases foreseen by the Law), sell, assign, sublicense or transfer by any means any right related to the Software.
You agree not to modify the Software in any way or not to use any modified version of the Software, in order to, but not limited to, obtain unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by Kiwislices therefore.
3.8. Forbidden to resell the Service
You may not reproduce, copy, sell, resell or exploit for any commercial purpose whatsoever any part of the Service, any use of the Service, or any right of access to the Service without the prior consent of Kiwislices.
You agree to warranty and indemnify Kiwislices and its affiliates, agents, employees, and partners, against any damage, complaint or claim made by any third party due to content you mailed, displayed, downloaded, disseminated or transmitted on the Service, your use of the Service, the violation of the conditions of use, the rights of others, or public order. This warranty covers benefits, legal fees or court costs that might be paid by Kiwislices within reasonable limits.
4. Service Fees
Full access to Kiwislices Services is available only after payment of a subscription fee. These services are provided primarily by software running on the servers under the control of Kiwislices and are available online on the Site.
These conditions apply from the payment of the subscription fees, from the initialization until the termination of the Service.
Kiwislices Services are billed either on a quarterly basis or an annual basis. The minimum length of subscription for the service is three (3) months.
Payment is made through secured bank servers. This implies that no banking information concerning you is transmitted via the Site.
Payment is made solely in Euros, and Bank charges may apply.
A VAT (value added tax) rate of 19.6% is applicable for EU companies. Following the new VAT rules in France applicable from January 2010, French companies will be charged the VAT, however other EU companies will not be charged this VAT if they provide a valid EU VAT Number. If your company is based outside the European Union, you will not be charged the VAT in any case.
When you set up a billing account, you choose a payment method, provided that you must have permission to use that medium. You authorize us to charge you for the Service using your payment method as long as this contract is in force. You must pay these Service fees in advance.
If we informed you that the Service will be provided indefinitely or that it will be automatically renewed, Kiwislices will automatically renew the contract, unless you choose to terminate it, and will charge you the corresponding fee, valid from the next period of extension of contract.
In any case, 7 days before the end of your subscription, Kiwislices will send you a renewal email, to upgrade, downgrade or even cancel your subscription.
4.2. Update of your billing account
You must keep all information up to date in your billing account, including your billing address and the expiry date of your credit card. You can access your billing account on the Site and make any necessary changes. You can change your payment method at any time. If you ask us to stop using your payment method, we can cancel the Service. Your request will not include the amounts charged to your billing account before we can reasonably answer it.
4.3. Billing Change
The price of the Service does not include any taxes (including V.A.T where applicable), telephone, voice and data. You shall be responsible for bearing all taxes and the costs of communications.
If the Service offer you received is subject to a specific price for a limited period, then the price will remain in effect during that period. The Service will then be billed in accordance with the amended price after the end of the offer period.
If you refuse the price change, in that case you must cancel the Service and stop using it before the price change has become effectively implemented. If you cancel your service, it will expire at the end of its current term, or if you pay regularly, at the end of the period during which you made the cancellation.
We only provide invoices online or by email. Please visit the Site to view, print or save a copy of the invoice on your computer.
If Kiwislices commits an error on your invoice, we will correct it as soon as you have reported this error and that we will have done the necessary research for this purpose. You must notify us of any billing error within one hundred twenty (120) days after its first appearance. You release us from any liability and all claims for any loss resulting from an error that you would not have reported within this period. After one hundred and twenty (120) days, we are not compelled to correct this error.
4.5. Cancellation and refund
You can cancel the Service any time with or without reason. Cancelling the Service will not modify your obligation to pay the charges already input on your billing account.
Unless otherwise provided by law or in connection with any particular Service offer, all subscription fees are non-refundable.
4.6. Non payment
Non-payment of the subscription fee will result in immediate suspension of the Service, and Kiwislices will not receive any claim for that matter.
4.7. User licence
By accessing the Site or any of its content, you accept the licence Kiwislices grants you. You are hereby granted a personal, private, non-transferable and non-exclusive right to use the Service and access the content. Any circumvention of this framework is prohibited and will lead to prosecution.
Kiwislices reserves the right to modify features enabling the access to its Services, and also the consistency of its contents for technical or legal reasons.
5. Termination of the Service
At any time you are free to terminate your subscription. In this case, and unless specific conditions are stipulated otherwise, payments received for the subscribed services until the end of the subscription period will remain due to Kiwislices, except in cases of fraud the user would be able to prove.
6. Errors and complaints
6.1. Procedures in case of error
In case of errors in the displayed content or the Services, you agree, before taking any other action, to alert Kiwislices of the nature and the severity of this error, by the means of communication available to you in the Service.
Kiwislices looks after providing high quality Services and contents; provided Kiwislices cannot be held responsible for errors or imperfections in the contents or the Services. Kiwislices is not required, except in cases where the law commands otherwise, to deal with comments or complaints from users.
6.2. Interruption of the Service
In case of temporary interruption of a reasonable length of time in the light of difficulties, specifically technical, users cannot claim any compensation from Kiwislices. By using Kiwislices Services, users relinquish to take any action related to possible prejudice suffered due to interruption of service.
7. Relationships with third parties
Your communications and business relations with other companies met through the Site (i.e. answer to offers on the Trading Board), including payment and delivery of goods or services are between you and the third parties. Accordingly, you acknowledge that Kiwislices cannot be held responsible for any loss or damage whatsoever arising from such deals.
The Service may provide, or third parties may eventually include links to other websites or other Internet sources. Insofar as Kiwislices has no control over such sites and external sources, you acknowledge that Kiwislices cannot be held responsible for the availability of such sites and external sources, and cannot bear any responsibility for the content, advertising, products services or other materials available on or from such sites or external sources. Furthermore, you acknowledge that Kiwislices cannot be held responsible for any damage or loss caused or alleged consequential or in connection with the use or the fact of having trusted the content, goods or services available on these sites or external sources.
Finally, if in the course of a research conducted on the Site from a tree of keywords, the result of this search brought you to point to sites, pages or forums whose title and / or contents constitute a breach of the French law, especially given the fact that Kiwislices cannot control the content of such sites and external sources, you must stop consulting these sites, lest you face sanctions from the French legal jurisdiction or even prosecution.
8. Disclaimer of warranties
You expressly acknowledge and agree that your use of the Services is at your sole risk. The Site and the Services are provided on a "as is", "as available" and "with all its imperfections" basis.
Kiwislices disclaims all warranties and conditions of any kind, whether express or implied, regarding the Site, the Services, and all communications between members made through the Site, including, but not limited to, any implied warranty of quality and consistency of the Services for a specific purpose, and non-infringement.
In particular, Kiwislices does not warrant that:
- The Services will meet your requirements,
- The Services will be uninterrupted, timely, secure or error-free,
- The results or information that may be obtained from the use of the Services will be accurate or reliable,
- The quality of any products, services, information or other material purchased or obtained through the Services will meet your expectations,
- Defects in the software used, if any, will be corrected.
Any material downloaded or obtained by any other means through the use of the Services is at your own discretion and risk. You will be solely responsible for any damage to your computer system or loss of data resulting from the download of any such material.
No advice or information, whether oral or written, obtained by you from us through the Site shall create any warranty, representation or guarantee not expressly stated in this agreement.
The provisions of this section survive termination or expiration of this agreement.
9. Limitation of liability
You are solely responsible and liable for all activities conducted through your accounts (whether administrator account or user accounts), even if such activities were to occur without your permission. Kiwislices disclaims any and all responsibility or liability in relation to the acts and omissions of your users through the Service.
You acknowledge and agree - except when indicated otherwise in these terms - that, to the extent permitted by applicable law, neither Kiwislices nor its directors, employees or affiliates may be held liable whether in contract, warranty, tort (including negligence), or any other form of liability for any direct or indirect damage, including, but not limited to, lost profits, goodwill, lost data, lost business opportunities, business interruption or other intangible losses - even if Kiwislices has been advised of the possibility of such damages.
Under no circumstances, Kiwislices can be held responsible for the above-mentioned damages, which could occur:
- From the use or inability to use the Service, or any interruptions or errors in the Site or the Services.
- From other members's actions or inactions, including the information they post on the Site. You acknowledge that Kiwislices is not involved in the actual transactions between Members who are buyers and sellers. Kiwislices has no control over and does not guarantee the quality, safety, or legality of items advertised, the truth or accuracy of listings, the ability of sellers to sell items, the ability of buyers to pay for items, or that a buyer or seller will actually complete a transaction.
- From the unauthorized access to the Service by any user, the modification of your data transmission, the unauthorized or fraudulent use of your credit card, or from any unauthorized use of proprietary or confidential information concerning your business contacts.
- Following a statement or the behaviour of a third party on the Service.
Kiwislices makes no guaranty of the confidentiality or privacy of any communication or information transmitted on the Site or any website linked to the Site. Kiwislices will not be liable for the privacy of the information, email addresses, registration and identification information, disk space, communications, confidential or trade secret information, or any other content transmitted over the networks accessed by the Site.
Our maximum liability to you under all circumstances will not exceed the total fees paid to Kiwislices in the 12 months prior to the action giving rise to the liability.
The provisions of this section survive termination or expiration of this agreement.
10. Jurisdiction - Governing Law
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE ACCEPT BUTTON OR BY USING THE SERVICES YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO KIWISLICES THE RIGHTS SET FORTH HEREIN.
Kiwislices values your enthusiasm of its Website and Services. If you have any questions, comments, suggestions, or concerns, or if you would like to provide any notice under this Agreement, please contact us via certified mail at:Kiwislices SAS
22 Rue Galvani, 75017 Paris