Terms & Conditions

USAGE TERMS AND CONDITIONS

PLEASE SCROLL DOWN AND READ ALL OF THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE USING THE WIZTIVI DESIGN SYSTEM, SOFTWARE OR WIZTIVI SERVICES. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND WIZTIVI. IF YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS, CLICK THE “AGREE” BUTTON. BY CLICKING “AGREE” OR BY DOWNLOADING, USING OR COPYING ANY PART OF THIS WIZTIVI SOFTWARE OR USING ANY PART OF THE WIZTIVI SERVICES, YOU ARE AGREEING ON YOUR OWN BEHALF AND/OR ON BEHALF OF YOUR COMPANY OR ORGANIZATION TO THE TERMS AND CONDITIONS STATED BELOW. IF YOU DO NOT OR CANNOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU CANNOT USE THIS WIZTIVI SOFTWARE OR THE WIZTIVI SERVICES. DO NOT DOWNLOAD OR USE THIS WIZTIVI DESIGN SYSTEM, SOFTWARE OR WIZTIVI SERVICES IN THAT CASE.

• 1. Definitions

Whenever capitalized in this Agreement:

“Agreement” means this Agreement.

“Wiztivi” means Wiztivi SAS, a company incorporated under the laws of France (company number: 500 990 296) with an office at 5 rue Alessandro Volta 44 490 Carquefou, Nantes, France.

“Wiztivi App Publication Agreement” means a separate agreement that may be entered into between You and Wiztivi regarding the development and submission of Applications for compilation and publication for use on certain software operating systems, among other things.

“Wiztivi Design System” means the collection of (i) components for a software product (including but not limited to: buttons, input fields and dropdown menus) (ii) design tokens (including but not limited to colours, typography and spacing) and (iii) other items such as patterns, guidelines and tools, all as prepared, designed, produced or otherwise by or on behalf of Wiztivi and/or its respective licensors.

“Wiztivi Services” or “Services” means any developer services that Wiztivi provides to You under this Agreement solely for use with Your Applications and not for use by You as an end-user, including any Updates thereto (if any) that may be provided to You by Wiztivi.

“Wiztivi Software” means any Wiztivi-proprietary software, including any Updates thereto (if any) that may be provided to You by Wiztivi.

“Wiztivi SDKs” means the Wiztivi-proprietary Software Development Kits (SDKs) provided hereunder ,including but not limited to header files, APIs, libraries, simulators, and source and object code.

“Application” means a software program (including extensions and media that are enclosed in a single software bundle).

“Authorized Users” means Your employees and contractors, members of Your organization or, if You are an educational institution, Your faculty, staff and students, who: (a) have a demonstrable need to know or use the Wiztivi Design System, Software or Wiztivi Services in order to develop and test Applications, and (b) to the extent they will access Wiztivi Confidential Information, have written and binding agreements with You that prohibit the unauthorized use and disclosure of such confidential information.

“Documentation” means the technical, design, functional or other specifications or documentation that Wiztivi may provide to You for use in connection with the Wiztivi Design System, Software, Wiztivi Services, Wiztivi certificates, or as otherwise provided hereunder.

“FOSS” (Free and Open Source Software) means any software that is subject to terms that, as a condition of use, copying, modification or redistribution, require such software and/or derivative works thereof to be disclosed or distributed in source code form, to be licensed for the purpose of making derivative works, or to be redistributed free of charge, including without limitation software distributed under the GNU General Public License or GNU Lesser/Library GPL.

“Program Requirements” mean the technical, human interface, design, product category, security, performance, and other criteria and requirements for Applications specified by Wiztivi in the Wiztivi App Publication Agreement.

“Updates” means bug fixes, updates, upgrades, modifications, enhancements and supplements to the Wiztivi Software or Wiztivi Services, and any new releases or versions thereof.

“Wiztivi Developer Tools” means the Wiztivi-proprietary development platform, including but not limited to software tools, compilers, sample code, Documentation, programming languages, and overall design package provided by Wiztivi hereunder, excluding the Wiztivi SDKs.

“You” or “Your” means the person(s) or entity using the Wiztivi Design System, Software or Services or otherwise exercising rights under this Agreement. If You are entering into this Agreement on behalf of Your company, organization, educational institution, or an agency, instrumentality, or department of the federal government, “You” or “Your” refers to your company, organization, educational institution or agency, instrumentality, or department of the federal government as well.

• 2. Internal Use License and Restrictions

• • 2.1. Authority to Enter into Agreements

You certify to Wiztivi that You have the right and authority to enter into this Agreement on Your own behalf, or if You are entering into this Agreement on behalf of Your company, organization, educational institution, or agency, instrumentality, or department of the federal government, that You have the right and authority to legally bind such entity or organization to the terms and obligations of this Agreement. Further, You agree to comply with the terms of and fulfill Your obligations under this Agreement, including obtaining any required consents for Your Authorized Users’ use of the Wiztivi Software, Design Tools, Developer Tools and Services (e.g., as part of Your Applications), and You agree to monitor and be fully responsible for all such use by Your Authorized Users and their compliance with the terms of this Agreement. You acknowledge that You will be solely responsible for all costs, expenses, losses and liabilities incurred, and activities undertaken by You and Your Authorized Users in connection with the Wiztivi Software, Design Tools, Developer Tools and Wiztivi Services, Your Applications and Your related development and limited distribution efforts.

• • 2.2. Permitted Uses and Restrictions

Subject to the terms and conditions of this Agreement, Wiztivi hereby grants You during the Term, a limited, non-exclusive, personal, revocable, non-sublicensable, non-transferable, and internal use license to:

A. Install a reasonable number of copies of the Wiztivi Software on Wiztivi-branded computers that are owned or controlled by You to be used internally by You or Your Authorized Users only as follows:

(i) You may use the Wiztivi Developer Tools to test and develop application and other software;

(ii) You may use the Wiztivi SDKs solely to test and develop Applications;

(iii) You may use the Wiztivi Templates to design Applications or parts thereof;

(iv) You may use the Wiztivi Services solely to test and develop Applications.

You will be solely responsible for all user assistance, warranty and support of Your Applications that are deployed by You under this Agreement.

• • 2.3. Wiztivi App Publication

If You would like a third-party to use Your Application for certain operating systems, or You would like to distribute Your Application through various app stores, then You must enter into a separate written agreement with Wiztivi (the Wiztivi App Publication Agreement) and Your Application must comply with the Program Requirements and Documentation. Wiztivi reserves the right to change the Program Requirements and/or the terms of the Wiztivi App Publication Agreement from time to time. You are fully responsible for any and all costs, expenses or other liabilities You may incur as a result of Your development or use of the Wiztivi Software or Services.

• • 2.4. Copies

You agree to retain and reproduce in full the Wiztivi copyright, disclaimers and other proprietary notices in all copies of the Wiztivi Software that You are permitted to make under this Agreement. For clarity, You may copy only the entire package or piece of the Wiztivi Software and Services in its entirety and only for use as permitted herein. You may not alter the Wiztivi Software or Services in any way in such copy.

• • 2.5. Ownership

Wiztivi retains all rights, title, and interest in and to the Wiztivi Software, Design System and Wiztivi Services. The parties acknowledge that this Agreement does not give Wiztivi any ownership interest in Your Applications.

• • 2.6. Template Ownership & License.

“Templates” are made available by Wiztivi as part of the Design System and serve as a starting point that You can use to more easily create designs for Applications. Wiztivi owns or controls all rights in all Templates and all elements contained therein and makes Templates available to You pursuant to these terms. You may only use Templates in a way consistent with these terms and using a Template does not give You any ownership rights in that Template. The Design System licensed hereunder contains content such as interfaces, graphics, artwork, images, and similar content (including but not limited to Templates) (“Design Content”), for use in creating mock-ups in accordance with this License. To the extent that you provide mock-ups you create using the Design Content to any other party, you agree to ensure that each such recipient is aware of the restrictions set forth in this License including, without limitation, the restriction on extraction of Design Content and the requirement that the Design Content be used only for mock-ups of user interfaces Applications. The Design Content and Templates may not otherwise be used, extracted, copied, modified, distributed, or repackaged as content, clip art, stock animation, or similar assets, or in any other manner.

• • 2.7. Other Wiztivi Content Ownership & License.

Subject to Creator’s compliance with these terms, Wiztivi grants You a non-exclusive, limited, revocable, non transferable license to use other content that Wiztivi designs or develops and makes available on from time to time via the Wiztivi Design System, Software or Developer Tools (as the case may be) (the “Other Content License”). You will not be entitled to any payment or other compensation for Your use of any content (including any such content that You may modify or enhance) that Wiztivi has created or developed or otherwise uses within or part of the Wiztivi Design System, Software, Services or Developer Tools. The Other Content License is subject to the same restrictions as the Design Content in paragraph 2.6 above.

• • 2.8. Restrictions; No Other Permitted Uses

Unless otherwise expressly permitted by Wiztivi in writing, You agree not to rent, lease, lend, upload to or host on any website or server, sell, redistribute, or sublicense the Wiztivi Design System, Software and Wiztivi Services, in whole or in part, or to enable others to do so.

You may not use the Wiztivi Design System, Software and Wiztivi Services for any purpose not expressly permitted by this Agreement. You may not and You agree not to, or to enable others to, copy (except as expressly permitted under this Agreement), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, decrypt, or create derivative works of the Wiztivi Design System, Software or Services, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law, or to the extent as may be permitted by licensing terms governing use of open-sourced components or sample code included with the Wiztivi Software). You agree not to exploit the Wiztivi Design System, Services or Wiztivi Software in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. Further, as a condition to using the Wiztivi Design System, Software and Wiztivi Services, You agree that You will not, directly or indirectly, commit any act intended to interfere with the Wiztivi Design System, Software or Wiztivi Services. All licenses not expressly granted in this Agreement are reserved and no other licenses, immunity or rights, express or implied are granted by Wiztivi, by implication or otherwise. This Agreement does not grant You any rights to use any trademarks, logos or service marks belonging to Wiztivi.

• • 2.9. Updates; No Support or Maintenance

Wiztivi may extend, enhance, or otherwise modify the Wiztivi Design System, Software and Wiztivi Services at any time without notice, but Wiztivi is not obligated to provide You with any Updates to the Wiztivi Design System, Software and Wiztivi Services. If Wiztivi makes Updates available, the terms of this Agreement will govern such Updates, unless the Update is accompanied by a separate license in which case the terms of that license will govern.

Wiztivi is not obligated to provide any maintenance, technical or other support for the Wiztivi Design System, Software and Wiztivi Services. You acknowledge that Wiztivi has no express or implied obligation to announce or make available any Updates of the Wiztivi Design System, Software and Wiztivi Services to anyone in the future. Should an Update be made available, it may have APIs, features, services, content, or functionality that are different from those found in the Wiztivi Design System, Software and Wiztivi Services licensed hereunder.

• • 2.10. Compliance with Laws

You agree that neither You nor Your Applications will disable, override or otherwise interfere with any Wiztivi-implemented system alerts, warnings, display panels, consent panels and the like. You understand and agree that You and Your Applications must comply with all applicable criminal, civil and statutory laws and regulations (including privacy, data collection and location service laws and regulations) in any jurisdictions in which Your Applications may be delivered. You shall be solely responsible for, and Wiztivi shall have no responsibility or liability whatsoever with respect to, any and all claims, suits, liabilities, losses, damages, costs and expenses arising from, related or attributable to, or otherwise involving Your Application.

You agree not to use the Wiztivi Design System, Software and Services for any unlawful or illegal activity, nor to develop any Application that would commit or facilitate the commission of a crime, or other tortious, unlawful, or illegal act. You agree that, to the best of Your knowledge and belief, Your Applications will not violate, misappropriate, or infringe any Wiztivi or third party copyrights, trademarks, rights of privacy and publicity, trade secrets, patents, or other proprietary or legal rights (e.g. musical composition or performance rights, video rights, photography or image rights, logo rights, third party data rights, etc. for content and materials that may be included in Your Application). Further, You agree not to use the Wiztivi Design System, Software or Wiztivi Services to create any Application or other software program that would disable, hack or otherwise interfere with any security, digital signing, digital rights management, content protection, verification or authentication mechanisms implemented in or by the Wiztivi Design System, Software or the Wiztivi Services, or by other Wiztivi software, services or technology, or enable others to do so, unless otherwise permitted by Wiztivi in writing.

Applications must not contain any malware, malicious or harmful code, program, or other internal component (e.g. computer viruses, trojan horses, “backdoors”) and may not use any Wiztivi Design System, Software or services in a way that could damage, destroy, or adversely affect Wiztivi hardware, software or services, or any other software, firmware, hardware, data, systems, services, or networks. If Your Application includes any FOSS, You agree to comply with all applicable FOSS licensing terms.

• • 2.11. Confidentiality

You agree that the Wiztivi Design System, Software and Wiztivi Services (including Documentation) will be deemed “Wiztivi Confidential Information”. Notwithstanding the foregoing, Wiztivi Confidential Information will not include: (i) information that is generally and legitimately available to the public through no fault or breach of Yours, (ii) information that is generally made available to the public by Wiztivi, (iii) information that is independently developed by You without the use of any Wiztivi Confidential Information, (iv) information that was rightfully obtained from a third party who had the right to transfer or disclose it to You without limitation, or (v) any FOSS included in the Wiztivi Design System, Software and Wiztivi Services and accompanied by licensing terms that do not impose confidentiality obligations on the use or disclosure of such FOSS.

You agree to protect Wiztivi Confidential Information using at least the same degree of care that You use to protect Your own confidential information of similar importance, but no less than a reasonable degree of care. You agree to use Wiztivi Confidential Information solely for the purpose of exercising Your rights and performing Your obligations under this Agreement and agree not to use Wiztivi Confidential Information for any other purpose, for Your own or any third party’s benefit, without Wiztivi's prior written consent. You further agree not to disclose or disseminate Wiztivi Confidential Information to anyone other than: (i) Authorized Users; or (ii) as otherwise agreed or permitted in writing by Wiztivi. You may disclose Wiztivi Confidential Information to the extent required by law, provided that You take reasonable steps to notify Wiztivi of such requirement before disclosing the Wiztivi Confidential Information and to obtain protective treatment of the Wiztivi Confidential Information. You acknowledge that damages for improper disclosure of Wiztivi Confidential Information may be irreparable; therefore, Wiztivi is entitled to seek equitable relief, including injunction and preliminary injunction, in addition to all other remedies.

• • 2.12. Indemnification

To the extent permitted by applicable law, You agree to indemnify, defend and hold harmless Wiztivi, its directors, officers, employees, independent contractors and agents (each an “Wiztivi Indemnified Party”) from any and all claims, losses, liabilities, damages, expenses and costs (including without limitation attorneys' fees and court costs) (collectively “Losses”) incurred by an Wiztivi Indemnified Party as a result of Your breach of this Agreement, a breach of any certification, covenant, representation or warranty made by You in this Agreement, any claims that Your Applications violate or infringe any third party intellectual property or proprietary rights, or otherwise related to or arising from Your use of the Wiztivi Software and Wiztivi Design System, Wiztivi Services, Your Applications, Your development of Applications, or Your loading of Applications and limited distribution as permitted hereunder. In no event may You enter into any settlement or like agreement with a third party that affects Wiztivi's rights or binds Wiztivi in any way, without the prior written consent of Wiztivi.

• 3. Term and Termination

The license to use this version of the Wiztivi Design System, Software and Wiztivi Services is effective until terminated as set forth herein.

This Agreement and all rights under this Agreement will terminate automatically or cease to be effective without notice from Wiztivi if You or any of Your Authorized Users fail to comply with any term(s) of this Agreement.

Upon the termination of this Agreement for any reason, You agree to immediately cease all use of the Wiztivi Software and Wiztivi Services and erase and destroy all copies, full or partial, of the Wiztivi Design System, Software and Wiztivi Services and all copies of Wiztivi Confidential Information in Your and Your Authorized Users' possession or control. At Wiztivi’s request, You agree to provide written certification of such destruction to Wiztivi.

The following terms shall survive termination: Section 1, 2.9 and 2.10. Wiztivi will not be liable for compensation, indemnity, or damages of any sort as a result of terminating this Agreement in accordance with its terms, and termination of this Agreement will be without prejudice to any other right or remedy Wiztivi may have, now or in the future.

• 4. NO WARRANTY

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE WIZTIVI DESIGN SYSTEM, SOFTWARE AND WIZTIVI SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU.

A. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WIZTIVI SOFTWARE AND WIZTIVI SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WIZTIVI AND WIZTIVI'S LICENSORS (COLLECTIVELY REFERRED TO AS “WIZTIVI” FOR THE PURPOSES OF THIS SECTION) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE WIZTIVI DESIGN SYSTEM, SOFTWARE AND WIZTIVI SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TIMELINESS, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

B. WIZTIVI DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE WIZTIVI DESIGN SYSTEM, SOFTWARE AND WIZTIVI SERVICES, THAT THE WIZTIVI DESIGN SYSTEM, SOFTWARE AND WIZTIVI SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE WIZTIVI DESIGN SYSTEM, SOFTWARE AND WIZTIVI SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN THE WIZTIVI DESIGN SYSTEM, SOFTWARE AND WIZTIVI SERVICES WILL BE CORRECTED, OR THAT THE WIZTIVI DESIGN SYSTEM, SOFTWARE AND WIZTIVI SERVICES WILL BE COMPATIBLE WITH FUTURE WIZTIVI PRODUCTS OR SOFTWARE. INSTALLATION OF THIS WIZTIVI SOFTWARE AND USE OF THE WIZTIVI SERVICES OR DESIGN SYSTEM MAY AFFECT THE USABILITY OF THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES AS WELL AS OTHER WIZTIVI PRODUCTS OR SERVICES.

C. YOU FURTHER ACKNOWLEDGE THAT THE WIZTIVI SOFTWARE, DESIGN SYSTEM AND WIZTIVI SERVICES ARE NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN THE CONTENT, DATA OR INFORMATION PROVIDED BY, THE WIZTIVI SOFTWARE OR WIZTIVI SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE, INCLUDING WITHOUT LIMITATION THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT OR WEAPONS SYSTEMS.

D. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY WIZTIVI OR AN WIZTIVI AUTHORIZED REPRESENTATIVE WILL CREATE A WARRANTY. SHOULD THE WIZTIVI SOFTWARE, DESIGN SYSTEM AND WIZTIVI SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

• 5. LIMITATION OF LIABILITY

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL WIZTIVI BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA OR INFORMATION, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, YOUR USE OF OR INABILITY TO USE THE WIZTIVI SOFTWARE, DESIGN SYSTEM AND WIZTIVI SERVICES, OR YOUR DEVELOPMENT EFFORTS, HOWEVER CAUSED, WHETHER UNDER A THEORY OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY, OR OTHERWISE, EVEN IF WIZTIVI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL WIZTIVI’S TOTAL LIABILITY TO YOU UNDER THIS AGREEMENT FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF FIFTY US DOLLARS ($50.00).

• 6. General Legal Terms

• • 6.1. Third Party Notices

Portions of the Wiztivi Software, Design System and Wiztivi Services utilize or include third party software and other copyrighted material. Acknowledgements, licensing terms and disclaimers for such material are contained in the electronic documentation for the Wiztivi Software, Design System and Wiztivi Services, and Your use of such material is governed by their respective terms. Further, certain software libraries and other third party software included with the Wiztivi Software are free software and licensed under FOSS terms.

• • 6.2. Severability; Waiver

If a court of competent jurisdiction finds any clause of this Agreement to be unenforceable for any reason, that clause of this Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. Failure by Wiztivi to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. Any laws or regulations that provide that the language of a contract will be construed against the drafter will not apply to this Agreement. Section headings are for convenience only and are not to be considered in construing or interpreting this Agreement.

• • 6.3. Export Control

You may not use, export, re-export, import, sell or transfer the Wiztivi Software, Design System and Wiztivi Services except as authorized by United States law, the laws of the jurisdiction in which You obtained the Wiztivi Software, Design System and Wiztivi Services, and any other applicable laws and regulations.

• • 6.4. Dispute Resolution; Governing Law

Any litigation or other dispute resolution between You and Wiztivi arising out of or relating to this Agreement, the Wiztivi Software and/or Wiztivi Services will take place in the courts of London, England, and You and Wiztivi hereby consent to the personal jurisdiction of and exclusive venue of London, England with respect any such litigation or dispute resolution. This Agreement will be governed by and constructed in accordance with the laws of England & Wales.

• • 6.5. Entire Agreement; Governing Language

This Agreement constitutes the entire agreement between the parties with respect to the use of the Wiztivi Software, Design System and Wiztivi Services licensed hereunder and supersedes all prior understandings regarding such subject matter. Notwithstanding the foregoing, to the extent that You have entered into the Wiztivi App Publication Agreement (PLA) with Wiztivi and are validly licensed by Wiztivi to exercise additional rights, or to use additional features or functionality of the Wiztivi Software, Design System or Wiztivi Services under the PLA, You acknowledge and agree that the PLA shall govern Your use of such additional rights and privileges. No amendment to or modification of this Agreement will be binding unless in writing and signed by Wiztivi. The parties hereto confirm that they have requested that this Agreement and all related documents be drafted in English.

 

LEGAL NOTICE

ARTICLE 1 – PURPOSE

These terms and conditions of use govern the use of the WIZTIVI Website by any Internet user.

Prior to accessing and visiting the Website, the Internet user shall have to first read these terms and conditions of use. He/she agrees to be bound by these terms and conditions and he/she undertakes to comply with them. These terms and conditions of use are regularly updated. Internet users shall therefore consult this webpage prior to each visit to the Website. WIZTIVI reserves the right to modify or interrupt access to the Website at any time.

ARTICLE 2 – FAIR USE

The Internet user shall refrain from altering or disrupting, in any way whatsoever, the normal operation of the Website.

He/she also undertakes not to misuse the information provided on the Website. All information accessible on the Website is provided for information purposes only and shall not bind WIZTIVI in any way whatsoever. Any request relating to the products and services mentioned on the Website will be addressed specifically by WIZTIVI.

ARTICLE 3 – INTELLECTUAL PROPERTY

The Internet user undertakes to respect the intellectual property rights in connection with to the Website and its content, whatever their nature.

By accessing the Website, the Internet user has a right to use the Website for its private and non-exclusive use. All the elements published on this Website, including but not limited to texts, drawings, images, photographs, computer graphics, logos, trademarks and design of the Website are protected by intellectual property rights and are the exclusive property of WIZTIVI or its licensors, as the case may be. Consequently, except in case of copies made for information purposes only or for private use, such elements shall not be reproduced, transmitted, disseminated, executed, altered or used in any way whatsoever. No right, title or interest on these elements is granted or licensed by accessing this Website.

ARTICLE 4 – PERSONAL DATA

WIZTIVI collects and processes personal data concerning the Internet user using the Website, according to WIZTIVI's Privacy and Personal Data Privacy Policy.

ARTICLE 5 – COOKIES

When using the Website, "cookies" are generated by WIZTIVI's computer servers. A "cookie" is a small computer file sent to the Internet user's browser and stored on the user's device (e.g. smartphone, computer, tablet), (hereinafter "Cookies"). This file contains information such as the user's Internet service provider, the user's operating system, the date and time of access. Cookies will not damage the Internet user's device.

WIZTIVI uses Cookies relating to the operation of the Website, for purposes such as: Internet users authentication; Recording of settings and preferences of Internet users (language used, display resolution, operating system used, etc.); Trends and traffic analysis on the Website and the overall understanding of online behaviors and interests of the Internet users interacting with WIZTIVI's services. It helps to improve the interest and ergonomics of the services; Marketing activities; Analysis of trends in marketing emails and actions carried out on the basis on these emails. The Internet user may at any time de-activate these Cookies, free of charge, through his browser’s settings, knowing that this may reduce or prevent access to all or part of the Website's services. WIZTIVI shall not be liable for the degraded operation of the Website and its consequences, which result from (i) the refusal of Cookies by the Internet user or (ii) WIZTIVI’s inability to use or consult the Cookies necessary for the operation of the Website, due to Internet user’s choice. WIZTIVI may, in addition, use the services of third-party service providers to help him collect and process the information described in this section, in particular to carry out audience measurements and analyses and to produce performance reports. Each browser settings differs in terms of management of Cookies and the choices made by the Internet user. It is described in the browser's help menu, describing how the Internet user can modify his or her wishes regarding the Cookies.

ARTICLE 6 – LINKS TO OTHER WEBSITES AND LIABILITY

The Internet user shall not set up a link between the Website and another website without WIZTIVI’s prior written agreement. WIZTIVI will under no circumstances be held liable for the consequences of accesses made through a link to another website should such link be set up without its consent.

WIZTIVI takes particular care to ensure the quality of the information available on the Website, but cannot be held liable for incorrect information or omissions that may appear such as typographical or formatting errors. WIZTIVI undertakes to correct the error as soon as it is noticed by the Internet user or by the webmaster. To inform WIZTIVI of any errors or for any request for information, the Internet user can contact WIZTIVI by sending an e-mail to contact@wiztivi.com.

PERSONAL DATA PROTECTION POLICY

WIZTIVI’S CUSTOMERS AND CONTACTS

WIZTIVI (hereinafter "WIZTIVI") processes personal data for its own activities, including, in particular, personal data from its clients and contacts (hereinafter "You"). Thus, WIZTIVI's Privacy and Personal Data Protection Policy (hereinafter the "Privacy Policy") informs You of WIZTIVI's commitment to respect the privacy and the protection of your personal data in compliance with the provisions of the French Law "Informatique et Liberté" dated January 6, 1978, in its consolidated version, and the Regulation (EU) 2016/679 of the European Parliament and of the Council dated April 27, 2016 (hereinafter "GDPR"). The Privacy Policy should be read carefully to provide You with information on the nature of the personal data collected by WIZTIVI and how they are processed.

1. SCOPE OF THE PRIVACY POLICY

This Privacy Policy applies to the personal data of WIZTIVI’s clients and contacts collection and processing. This Privacy Policy only covers the processing WIZTIVI is responsible for. Processing of personal data can be implemented by WIZTIVI or through a data processor specifically appointed by WIZTIVI. This Privacy Policy is independent of any other document that may apply in connection with the contractual relationship between WIZTIVI and its clients and contacts, in particular its general conditions. For a proper understanding of this Privacy Policy it is specified that: “Client(s)": refers to any natural person acting in his own name or representing a legal entity client of WIZTIVI; "Contact(s)": refers to any natural person acting in his own name or representing a legal entity in relation to WIZTIVI but who is not a Client (prospects, any user of its website www.wiztivi.com, relations, partners, suppliers, etc.).

2. THE DATA COLLECTED

The personal data collected and recorded are those necessary to process Clients’ and Contacts’ requests and, where applicable, to perform any contract entered into with WIZTIVI (hereinafter the "Personal Data"), namely: Your surname, first names, title, pseudonym, Contact details, telephone number, e-mail address, postal address, invoicing address, fax, etc., Pictures of yourself, subject to your express consent (generally taken during an event, a trade fair or an interview), If You are a Contact representing a legal entity: your professional contact details, the name of the company, your function in the company, etc.); The identification data (IP) of the equipment You use to visit the Website and connection data (in particular logs). WIZTIVI does not process sensitive data under the meaning of article 9 of the GDPR. Providing your Personal Data is necessary to allow WIZTIVI to communicate, enter into and/or perform potential contracts with You. To this effect, Personal Data which must necessarily be communicated to WIZTIVI are identified with an asterisk next to the type of data concerned, when creating your customer account or in the contact forms. Failure to provide necessary Personal Data may refrain WIZTIVI from communicating with You or entering into the contract concerned. WIZTIVI may collect your personal data through several means: - When You create your customer account online or through our sales department; - When You place an order or request a quote; - When subscribing to the newsletter or downloading documents at your request; - When You contact the customer service, in particular for a claim; - For the purposes of commercial prospection; - While browsing and using the Website, through cookies such as, in particular Google Analytics and Hubspot; - While using a (robotic or not) chat to communicate with Wiztivi.

3. RECIPIENT OF PERSONAL DATA

WIZTIVI implements technical and organisational measures to protect your Personal Data against loss, unlawful access, etc. The number of people who have access to your Personal Data is limited. The recipients of the Personal Data are: - WIZTIVI's authorised personnel of the marketing & communication department, the sales department, the information systems department, the departments in charge of customer relations and of commercial prospection, the administrative, logistics and IT services, including their supervisors; - the authorised personnel of services responsible for control (auditor, services in charge of internal control procedures, etc.); - the authorised personnel of subcontractors or service providers. Unless expressly agreed by the concerned person, WIZTIVI will not disclose, assign, transfer or communicate to third parties all or part of the Personal Data, except to the personnel of its service providers or subcontractors, and limited to the information strictly necessary for the purposes listed in article 4 hereunder and as long as the contract entered into with the subcontractors or service providers mentions the obligations imposed on subcontractors or on service providers in terms of protection of the security and confidentiality of Personal Data and specifies in particular the security objectives to be achieved. Your Personal Data will not be transferred outside the European Union (EU).

4. THE PURPOSES AND LEGAL BASIS OF THE PROCESSING

Personal Data is processed solely for the purposes set out below and more generally to comply with the regulations in force applicable to WIZTIVI in its capacity as data controller. Thus, WIZTIVI undertakes to collect, store and process the Personal Data and to combine them with other Personal Data You may have had already transmitted to WIZTIVI through other means, in any form whatsoever (computerized file, database, etc.), to which it has access or of which it becomes aware at the time of their collection, solely for those following purposes: - processing the requests for information or quotes relating to products and services provided by WIZTIVI; - performing any contract entered into in connection with such products and services; - Customer Relationship Management (CRM); - managing events organised or hosted by WIZTIVI (conferences, breakfasts, etc.); - sending newsletters, documents, content or information streams; - implementing commercial prospecting operations by sending promotional and commercial information via e-mail or post by WIZTIVI; - answering questions asked (by telephone, online or by any other means); - answering public or private tenders; - improving the services; - complying with legal and administrative obligations; - drawing up statistics. You are reminded that, with regard to the use of Personal Data for commercial prospecting purposes, You may unsubscribe from these offers free of charge, at any time, by sending an email to contact@wiztivi.com or by clicking on the unsubscribe link indicated in each offer. The purposes of processing presented above are based on the following legal basis: - in relation to the Customers: the performance of pre-contractual or contractual obligations; - in relation to the Contacts: legitimate interest (for traffic analysis and commercial prospecting operations) and, where required by law, consent.

5. STORAGE PERIOD

Only the data strictly necessary for these purposes are kept by WIZTIVI, under the following terms: in relation to the Clients: during the entire term of the contract and during a period of two years following its termination or cancellation; - in relation to the Contacts: 3 years following the date of collection by WIZTIVI or following our last exchange with You; - in relation to the browsing and use data collected on the Website: IP address obtained through Google Analytics and Hubspot is kept 38 months from the deposit of the cookie. At the end of the aforementioned period, Personal Data will be deleted. However, some Personal Data may be kept beyond the time limits indicated for archiving purposes or to comply with legal or regulatory provisions.

6. YOUR RIGHTS

You can access all of your Personal Data and request that they be corrected, completed, updated or deleted, as the case may be, or that their processing be limited. You can request a copy of your Personal Data in relation to your right of access, however you may be asked for a financial contribution for any additional copy requested. This right of access may not, moreover, be exercised in an abusive manner, i.e. for purposes other than the exercise of your rights. You also may object, for a legitimate reason, to the processing of your Personal Data by sending a letter at the following address Wiztivi, 5 rue Alessandro Volta - 44 470 Carquefou (FRANCE), specifying in the subject "Personal Rights" and attach a copy of your identity document. Furthermore, in relation to your right to data portability, You can request the return of your Personal Data in a structured, commonly used and machine-readable format. You have a right to the deletion of your Personal Data, which will not apply in the event the processing is carried out to meet a legal obligation. In other events, You may request the deletion of your Personal Data: - When the Personal Data is no longer necessary for the purposes for which it was collected or otherwise processed; - When You withdraw the consent on which the processing is based and there is no other legal basis for the processing; - When You object to a processing operation which is necessary for the purposes of the legitimate interests pursued by WIZTIVI and there is no overriding legitimate reason for the processing operation; - When You object to the processing of your Personal Data for commercial prospection purposes, including profiling; - When your Personal Data are unlawfully processed. Finally, You have the right to formulate instructions concerning the storage, deletion and communication of your Personal Data post-mortem, which instructions may also be registered with a "certified digital trusted third party". These instructions, or a kind of "digital will", may designate a person responsible for their implementation; failing this, heirs of the person will be designated. These rights may be exercised via the following email address: contact@wiztivi.com or by letter at the following address: Wiztivi, 5 rue Alessandro Volta - 44 470 Carquefou (FRANCE), with a signed copy of an identity document attached.

7. JUSTIFICATION

You are informed that all rights mentioned in the above-mentioned article are of an individual nature and can only be exercised by the data subject in relation to his or her own information, according to the personal data protection regulation. In order to meet this requirement, WIZTIVI will verify the identity of the person concerned.

8. DATA BREACH

In the event of a breach of Personal Data, WIZTIVI undertakes to notify the French National Commission on Computer Technology and Freedom ("CNIL") under the conditions prescribed in the GDPR. If the said violation poses a high risk for the Clients and Contacts and the data has not been protected, WIZTIVI will: - notify the Clients and Contacts concerned; - provide the Clients and Contacts concerned with the necessary information and recommendations.

9. REQUEST FOR INFORMATION AND PERSONAL DATA REFERENT

If You have any questions about the processing of your Personal Data, please contact the "personal data referent" designated by WIZTIVI, by e-mail via the following address: contact@wiztivi.com or by telephone at: +33 (0)2.28.01.01.45. You also have the right to submit any claim with the CNIL concerning the respect of your rights mentioned above, via the following contact details: CNIL - Complaints Department 3, place de Fontenoy - TSA 80715 - 75334 PARIS CEDEX 07 (FRANCE) Tel: +33 (0)1.53.73.22.22.

10. UPDATE

This Privacy Policy may be modified or amended at any time, in particular in the event of legislative or regulatory reforms, changes in case law, changes in decision-making practice and recommendations of the CNIL or in practices. Any new version of the Privacy Policy will be brought to the attention of all Clients and Contacts and yourself by any means chosen by WIZTIVI, including electronic means (by e-mail or online for example).

 

GENDER EQUALITY INDEX

The law on liberty of choice regarding a professional future introduced an obligation to calculate a gender equality index for companies of more than 50 employees, and to publish its resulting score on the 1st of march 2020.

This index is based on 4 key indicators, resulting in a score out of a 100 points :

1. The wage-gap between women and men
2. The gap between individual bonus'
3. The number of employees receiving a raise after maternity leave
4. Gender parity amongst the 10 higher remunerations.

But for Wiztivi, professional equality between women and men is a matter beyond the mere legal obligation. It is a challenge the company has upheld for years, in a sector where gender equality is often unbalanced.

We are please to annonce we have obtained a 83/100 score, showing a voluntary effort towards professional equality amongst our colleagues. In accordance with the law of 24 December 2021 aimed at accelerating economic and professional equality, the company wishes to commit to index progression targets on 2 of the items:

1. Pay gap: the company has obtained a score of 36/40 and wishes to progress to 38/40,
2. Number of women among the 10 highest paid: the company has obtained a score of 0/10 and wishes to improve to 5/10.

 

French translation: Conformément à la loi du 24 décembre 2021 visant à accélérer l'égalité économique et professionnelle, l'entreprise souhaite s'engager sur des objectifs de progression de l'index sur 2 des items :

1. Ecart de rémunération : l'entreprise a obtenu un score de 36/40 et souhaite progression à hauteur de 38/40,
2. Nombre de femmes parmi les 10 plus hautes rémunérations : l'entreprise a obtenu un score de 0/10 et souhaite progresser à hauteur de 5/10.