General Conditions applicable to the provision of Wisembly Services

1. Subject

The company Wisembly proposes an IT solution for professionals (hereafter referred to as the “Clients​”), available on an SaaS basis, enabling them to benefit from online support in remotely and virtually preparing, organising and tracking several kinds of meetings (seminars, events, teleconferencing, courses and training sessions) with participants of their choice, (hereafter referred to as the “Solution​”).

The Solution is accessible via the Internet at the following address: www.wisembly.com (hereafter referred to as the “Website”), from a computer, tablet or smartphone.

The purpose of these general conditions is to define the terms and conditions for the use of the services accessible via the Solution proposed by the company Wisembly, (hereafter referred to as the “Services​”) and to define the parties’ related rights and obligations.

These conditions may be consulted and printed at any time via a direct link at the bottom of the page on the Website.

Along with the quotation signed by the Client (hereafter referred to as the “Quotation​”) the general conditions constitute an indissociable contractual whole (hereafter referred to as the “Contract​”). In the event of any contradiction, the Quotation takes precedence over the general conditions.

2. Website Operator

The Website is operated by the company WISEMBLY, a French simplified joint stock company (SAS) with a registered capital of 42,146.24 euros, registered in the Trades & Companies Register of Paris under the number 523 455 566, having its registered office at 66 avenue des Champs Elysées, 75008 Paris (hereafter referred to as “Wisembly​”).

Wisembly may be contacted using the following contact details, including concerning any complaints: Postal address: 66 avenue des Champs Elysées, 75008 Paris

Telephone: 01 85 73 27 47

E-mail address: contact@wisembly.com

3. Access to the Solution and the Services

● Legal capacity

The Solution and the Services may be accessed:

● By any natural person possessing the full legal capacity needed to enter into commitments under the terms of the general conditions. Any natural person who does not possess the necessary legal capacity may not access the Solution and Services.

● Any artificial person acting via a natural person possessing the legal capacity needed to enter into a contractual agreement in the name of and on behalf of the artificial person.

● Services reserved for professionals

The Client acknowledges and accepts that the possibility of taking out a License subscription mentioned below in the article “Taking out a License subscription” is reserved only for professionals operating within the scope of their activities.

4. Acceptance of the general conditions

The general conditions are displayed both on the Website but also in the Quotation sent by Wisembly to the Client.

The signature of the Quotation by the Client constitutes full and unreserved acceptance of the general conditions’ provisions by the Client.

The acceptance of the Contract by the Client can only be full and unreserved. Any acceptance subject to conditions will be considered null and void.

5. Taking out a License subscription

Access to the Solution and to the Services is conditional upon the Client taking out a licence (hereafter referred to as the “Licence​”).

A Client wishing to take out a License should submit a quotation request to Wisembly, either by e-mail, sent to the following address: contact@wisembly.com, or by calling 01 85 73 27 47 (hereafter referred to as the “Order​”).

The same Client has the option of taking out several Licenses. The Client acknowledges that he has been informed that a License is taken out on behalf of a natural person, whether this is the Client himself or a person designated from among his staff to benefit from the Services (hereafter referred to as the “Beneficiary​”). A Licence is taken out on behalf of a single Beneficiary. The Client acknowledges and accepts that he must take out a number of Licenses equivalent to the number of Beneficiaries he wishes to authorise to access the services.

The Order must mention the Client’s contact details, including his last name, first name and contact e-mail address, the desired License(s), in addition to the last name, first name and e-mail address of the Beneficiary for each License ordered. The Client guarantees that all information mentioned on the Order is accurate, up-to-date and truthful and is in no way dishonest or deceptive.

Upon receipt of the Order, Wisembly agrees to send the client a Quotation by e-mail to the e-mail address entered when placing the Order, within a maximum period of seven (7) working days.

If no quotation is sent to the Client within this deadline, the Order will be considered as not having been accepted by Wisembly, which the Client acknowledges and accepts.

If the Client accepts Wisembly’s proposal, he must send the Quotation back to Wisembly, duly signed by his legal representative, at the latest by the deadline stated on the Quotation and if no such deadline is mentioned on the Quotation, then at the latest within fifteen (15) working days.

Wisembly reserves the right to refuse any Quotation which has not been returned within the above-mentioned deadline, with no possibility for the Client to claim any compensation as a result.

Once the License subscription has been validly taken out, Wisembly authorises the Client to modify the Beneficiary of the License a maximum of once per year during the lifetime of the License, on condition that this modification is justified by a change of post affecting the former Beneficiary within the company if he/she has changed company.

The actions performed on the Website by the former Beneficiary are considered to have been approved by the Client and will be considered binding upon him vis-a-vis Wisembly, which he expressly acknowledges and accepts.

6. Means of accessing the Solution and Services

Once the License has been validly taken out, the Client acknowledges that he has been informed that the Beneficiary/Beneficiaries must open an account on the Website in their own name (hereafter referred to as the “Account​”) by following the procedure described in the Website’s general terms of use.

The person whose personal information matches that which was supplied by the Client in the Order will be considered as the Beneficiary for Services requiring prior registration, to the exclusion of any other third parties.

Opening an Account automatically results in the allocation of a personal area enabling the Beneficiary to manage his use of the Solution and of the Services, in a form and using the technical resources which Wisembly considers most appropriate to supply the said Services (hereafter referred to as the “Personal Area​”).

The Client is informed and agrees to inform the Beneficiary or Beneficiaries that the Account must imperatively be opened in the last name, first name and e-mail address entered by the Client in the Order in order to be attached to the subscribed License. Otherwise, the Client acknowledges and accepts that the Beneficiary or Beneficiaries will be unable to access the Services subscribed to in the License, but only the Solution’s free services.

The Client acknowledges that he has been informed that the Beneficiary may access his Personal Area at any time after having logged in using his username and password, in accordance with the conditions described in the Website’s general terms of use.

The Client acknowledges and accepts that the Beneficiary must use the Services personally and not allow any third party to use them in his or her place or on his own behalf, including by another Beneficiary, subject to the provisions of the article “Description of the Services”. As such, the Client acknowledges that he has been informed that each Beneficiary is solely liable for maintaining the confidentiality of his Account pursuant to the details described in the Website’s general terms of use.

7. Software license on a SaaS basis

Access to the Solution is provided on a SaaS basis (software as a service), with no prior installation of the Solution on the Client’s hardware or devices.

The technical documentation concerning the use of the Solution is supplied to the Client by any means considered appropriate by Wisembly, including through its availability on the Website’s homepage.

8. Description of the Services

Concerning the License, the Client is hereby informed that the Beneficiary will have access to the following Services:

8.1 Creation of a Wiz

The Beneficiary has the option to create events on the Website, including but not limited to a meeting, a seminar, a teleconference, a course or training session, run by the Beneficiary via the Website, making it possible to have access to and to deploy standard and specific features, the characteristics of which are mentioned and specified in Appendix 1​ to this agreement (hereafter referred to as the “Wiz​”).

The standard features are accessible regardless of the License chosen by the Client. Access to the specific features varies according to the chosen License. A summary of the features to which the Client has subscribed is made available to the Beneficiary in his Personal Area.

When confirming the Quotation, the Client must ensure that the features relating to his chosen License meet his needs.

The Beneficiary creates a Wiz from his Personal Area. In order to create a Wiz, the Beneficiary must enter the following information related to the event: title, name, date.

The use of a Wiz is subject to a time limitation according to the License taken out and/or the options chosen by the Client, as mentioned on the Quotation.

The Beneficiary may create as many Wizs as he wishes. According to the License taken out and the options chosen by the Client, the Beneficiary may only use a single Wiz at a time or may simultaneously use as many Wizs as the Quotation allows.

8.2 Inviting Participants

The Beneficiary may invite any persons of his choice to participate in a Wiz and to interact with him (hereafter referred to as the “Participant(s)​”).

With this in mind, the Beneficiary has the possibility to open up a Wiz to any Participant wishing this, without limitation. The Wiz is made accessible to any Participant on the Website by using a keyword search.

The Beneficiary may also open up the Wiz to a limited number of people. The Beneficiary is free to:

● Supply the Participants he wishes to invite with the keyword assigned to the Wiz in order that they may find it directly on the Website, by any means he considers appropriate;

● Enter the e-mail addresses of the Participants he wishes to invite to the Wiz via his Personal Area. The Participant will then receive an e-mail offering him the possibility to access and participate in the Wiz by means of a link.

Each Participant has the option to connect to and participate in the Wiz as many times as he wishes and at any time during the Wiz.

The number of Participants authorised per Wiz is limited according to the License taken out and the options chosen by the Client, as stated on the Quotation.

The calculation of the number of Participants is performed simultaneously and in real time, according to the number of different devices (computers, smartphones, tablets) connected to the Solution at the same time.

8.3 Administering the Wizs

The Beneficiary manages the Wizs and uses the various features and functions provided by the License. Among other things, the Beneficiary has the possibility during a Wiz to delegate the performance of all or part of the Solution’s features to third parties of his choice, which he designates, entirely at his own liability.

Wisembly provides the Beneficiary with the possibility to assign the administration of a Wiz to one or several Administrators, to assign the moderation of a Wiz to one or several Moderators and finally to confer the organisation of a Wiz upon one or several Organisers.

The roles and authorisation levels granted respectively to the Administrators, the Moderators and to the Organisers are defined by Wisembly on the Website.

9. Duration and termination

9.1

The License begins on the date on which the provision of the Services begins, as shown on the Quotation. It is valid for a period of twelve (12) months (hereafter referred to as the “Initial Period​”) as from this date.

9.2

It is then tacitly renewed for successive periods of the same duration (hereafter referred to as the “Renewed Period​”), unless the license is expressly cancelled by the Client, this cancellation to be exercised by sending Wisembly a registered letter with acknowledgement of receipt, at the latest (3) months before the end of the Initial Period.

For the purpose of the cancellation, it is hereby specified that the applicable date will be the date on which the registered letter is sent.

The Initial Period and the Renewed Period are collectively referred to as the “Period​”. Any Period started is payable in full.

10. Price of the Services

10.1 General provisions

Wisembly proposes four (4) types of Licence to the Client.

Unless stated otherwise, the prices of the Licenses are shown in Euros, ex-tax.

At its sole discretion, and in accordance with terms it alone will determine, Wisembly reserves the right to propose promotional offers or price reductions on an occasional basis.

Each License includes the standard features and possibly one or several specific features mentioned in Appendix 1 of this agreement.

In addition to the Services proposed by Wisembly, the Client may subscribe to additional event support, consultancy or training services. These are specified in the initial Quotation or are the subject of a separate Quotation when taken out after the initial License subscription Quotation.

10.2 Price revisions

The stipulated prices may be revised by Wisembly at any time, at its sole discretion.

The Client will be informed of these modifications by any appropriate written method, including by e-mail, at least four (4) months before the end of a Period.

Once they take effect, unless the License underway is cancelled in accordance with the conditions stipulated in article 8, the new prices will apply as from the new Period.

10.3 Invoicing

The Services are the subject of annual invoices issued by Wisembly and made out to the Client’s name.

The first invoice will be issued on the signature date of the Quotation. In the case of the renewal of the License, a new invoice will be issued by Wisembly at the start of each new Period.

The invoiced amount is payable within thirty (30) days as from the invoice issue date. Payment must be made using one of the payment methods mentioned on the invoice.

The Client guarantees Wisembly that it possesses the necessary authorisations to use the chosen payment method.

10.4 Late payment and payment-related incidents

The Client is hereby informed and expressly accepts that any late payment of all or part of a sum owed will automatically lead to the following, with no requirement for the issuing of formal notice, as from its payment due date:

● The acceleration of payment for all amounts owed by the Client, which will immediately become due for payment;

● The immediate suspension of the Services underway until payment in full of all outstanding amounts owed by the Client;

● The invoicing by Wisembly of late payment interest at a rate of three (3) times the official interest rate, based on the total value of all sums owed by the Client, and of fixed compensation of forty (40) euros towards recovery costs.

11. Wisembly’s data

The Client expressly acknowledges and accepts:

● That the data and information of any nature, including among others connection traces, gathered via the Website and Wisembly’s IT equipment will be considered as constituting irrefutable proof of the operations performed in relation to this agreement,

● That this data constitutes the only form of proof accepted between the Parties, including for the calculation of the amounts owed to Wisembly.

The Client may access this data in the Beneficiaries’ Accounts and/or upon request.

12. Maintenance of the Solution

• Corrective maintenance of the Solution

Wisembly will provide corrective maintenance of the Solution free of charge throughout the lifetime of the License, this being understood as the diagnosis and correction of any anomalies affecting its operation, understood to refer to any reproducible incident hindering or preventing the use of the Solution pursuant to its technical documentation, which is not due to the incorrect use of Solution.

An anomaly may be categorised as critical, major or minor, as follows:

● A critical anomaly refers to any problem which makes the use or operation of the Solution totally impossible;

● A major anomaly refers to a problem which makes the use or operation of an essential part of the Solution’s features impossible, and/or which points to the likely occurrence of a critical anomaly;

● A minor anomaly refers to a problem preventing the use and operation of a non-essential part of the Solution’s features.

Whether directly or via a Beneficiary, the Client agrees to declare any anomaly noted as soon as possible, by e-mail sent to the following address: support@wisembly.com. The Client agrees to describe the difficulties encountered and the circumstances in which they occurred as accurately as possible. The description of the anomaly issued by the Client should enable Wisembly to categorise the incident.

Wisembly agrees to perform a diagnosis of the reported anomaly, based only on the information supplied by the Client in the incident report, and to correct it if the Solution is the cause of it as soon as possible and at the latest within a maximum of ten (10) hours following receipt of the request submitted to Wisembly.

Wisembly will send a diagnostic report to the Client by e-mail. The dispatch date of this e-mail constitutes the end date of the diagnosis process.

At the end of the diagnosis process, Wisembly agrees to carry out work to correct the anomaly as soon as possible, with it being hereby understood that Wisembly will make every effort, based on an obligation of due diligence, to ensure:

● That the correction time does not exceed twenty-four (24) consecutive hours as from the end of the diagnosis for a critical anomaly;

● That the correction time does not exceed forty-eight (48) consecutive hours as from the end of the diagnosis for a major anomaly;

● That it proposes a coherent plan in terms of corrective measures in view of the urgency and the problems encountered, within a maximum period of seventy-two (72) hours from the end of the diagnostic period.

It is expressly agreed between the Parties that the violation of any commitments entered into under the terms of this article may under no circumstances result in the termination or disregarding of these general conditions.

● Progressive maintenance for the Application

The Client is hereby informed that Wisembly may upgrade the Solution without informing the Client and/or the Beneficiary of this beforehand, which the Client acknowledges and accepts, in the form of:

● Any new updates, referring to the compilation of corrections of anomalies and improvements made to the Solution related to its user-friendliness, implementation speed or efficiency, or of

● Any new version, this being understood to refer to any addition of new features to the Solution, allowing for improvements to existing features, and the development of new features.

Wisembly is free to judge the appropriateness and frequency of the progressive maintenance services. Wisembly alone will determine the number of updates and/or new versions that it issues during a given Period. Wisembly may decide not to supply any updates and/or new versions during a Period and/or during any Period

The cost of the progressive maintenance services for the Solution is included in the License price.

13. Hosting

Based on an obligation due diligence, Wisembly agrees to guarantee the hosting of the Solution and of all content produced or exchanged by the Beneficiaries and the Participants for a Wiz in the Beneficiaries’ Personal areas (hereafter referred to as the “Content​”), pursuant to trade practices and the state of the art, via the intermediary of a hosting service provider of its choice.

As such, Wisembly agrees to provide the Client with sufficient storage and processing capacity to use the Services.

Wisembly guarantees the Client that the hosting service provider handling the hosting of the Solution and the Content will deploy all technical resources compliant with the state of the art, needed to guarantee secure access to the Solution and the Services, concerning the protection and monitoring of infrastructure, and the implementation of detection, prevention and recovery measures to protect the servers from malicious acts.

Wisembly also agrees to take all appropriate precautions regarding the nature of the data and risks presented by automated data processing used for the purpose of the Services, to protect the security of the data concerned and in particular to ensure that it is not deformed or damaged and that unauthorised third parties cannot access it.

14. Service level agreement

Wisembly agrees to guarantee the permanency, continuity and quality of the access to, and operation of the Solution and Services

Accordingly, Wisembly will make every effort to maintain access to the Solution and the Services 24 hours a day, 7 days a week, and guarantees a 99.98% availability rate for the Services, except in force majeure circumstances.

Regarding the complexity of the Internet, the unequal capacities of the various sub-networks, the influx of Website users at certain peak hours and the various bottlenecks over which Wisembly has no control, Wisembly’s liability will be limited to the operation of the servers on which the Solution and the Content is hosted, the outer limits of which are constituted by the connection points.

Wisembly may not be considered liable (i) for the server access speeds, (ii) for slowdowns occurring outside the servers (iii) for poor transmission due to issues with these networks.

If necessary, Wisembly reserves the possibility to limit or suspend access to the Services in order to carry out any maintenance operations concerning the Solution and/or the Website. In this event, Wisembly agrees to inform the Client of these maintenance operations a minimum of 24 hours in advance, by all appropriate means, including by the posting of information messages on the Website. Wisembly will make every effort to ensure that these maintenance operations do not exceed eight hours and are performed outside working hours, i.e. from Monday to Friday from 9 AM to 7 PM, Paris time (France)

The Client acknowledges and accepts that this service level agreement does not cover any breakdowns or interruptions affecting the Services resulting from telecommunications operators or Internet service providers.

In all circumstances, it is expressly agreed between the parties that a violation of any commitment stated in this article may not be used as grounds for the repudiation of the general conditions.

15. The Client’s obligations

Without prejudice to the other obligations stated in this agreement, the Client agrees to comply with the following obligations:

15.1 During his use of the Services, the Client agrees to comply with the applicable laws and regulations and furthermore agrees not to infringe the rights of third parties or public policy.

He is solely liable for the satisfactory completion of all formalities, including those of an administrative, fiscal and/or social nature and for the payment of all contributions, duties and taxes of any nature possibly incumbent on him due to his use of the Services. Under no circumstances may Wisembly be considered liable for such matters.

15.2

The Client acknowledges that he has familiarised himself on the Website with the characteristics and constraints (particularly of a technical nature) of all of the Services. He is solely liable for his use of the Services and the use of the Solution.

15.3

The Client agrees to use the Services on a strictly personal basis. He consequently agrees not to transfer, assign or dispose of all or part of his rights or obligations under the terms of this agreement to a third party, in any manner. In particular, the Client agrees that he will not sell, resell or lease the Solution and/or all or part of the access to the Services, to any third party, on any grounds, in any manner.

15.4

The Client agrees to provide Wisembly with all information necessary to the satisfactory performance of the Services. More generally, the Client agrees to actively cooperate with Wisembly to ensure the satisfactory performance of the services.

15.5

The Client is solely liable for the Content of any nature (editorial, graphical, audio, audio-visual or other, including the name and/or the image possibly chosen by the Client to identify himself on the Website) which he circulates via the Services.

He guarantees Wisembly that he possesses all rights and authorisations necessary to circulate this Content.

15.6

He agrees that the said Content is legal, does not threaten public order, is not an affront to public morality or decency, does not infringe the rights of third parties nor any legal or statutory measures and more generally is in no way likely to result in Wisembly incurring civil or criminal liability.

The Client consequently agrees that he will not circulate any of the following in particular, (non-exhaustive list):

● Content which is pornographic, obscene, indecent, shocking or unsuitable for family audiences, defamatory, insulting, violent, racist, xenophobic or revisionist,

● Content which infringes copyright,

● Content which harms a third party’s image,

● Dishonest or misleading Content or which proposes or promotes illegal, fraudulent or misleading activities,

● Content which can harm the IT systems of third parties (such as viruses, worms and Trojan horses, etc.), ● and more generally, Content likely to infringe the rights of third parties or be prejudicial to third parties in any way or form.

15.7

Using his own resources, the Client must take the necessary measures to back up all of the information and Content stored in the Accounts by the Beneficiaries during the use of the Services and particularly for Wizs, which he wishes to conserve.

15.8

The Client is hereby informed and accepts that the use of the Services requires him to be connected to the Internet and that the quality of the Services is directly dependent on this connection, for which he alone is liable.

16. The Client’s Guarantees

The Client guarantees Wisembly against all complaints, claims, action and/or demands of any form to which Wisembly may be subject due to the violation by the Client of any of his obligations and guarantees under the terms of these general conditions.

He agrees to indemnify Wisembly for any losses it suffers and pay all costs, expenses and/or court awards it may incur as a result.

17. Prohibited behaviour

17.1

It is strictly prohibited to use the Solution and the Services for the following purposes:

● The performance of illegal or fraudulent activities or those infringing the rights or security of third parties,

● To pose a threat to public order or the violation of applicable laws and regulations, ● Intrusion into a third party’s IT system or any activity likely to harm, control, interfere with or intercept all or part of third party’s IT system and violate its integrity or security,

● The sending of unsolicited e-mails,

● Manipulation intended to improve the search engine ranking of a third-party website, ● Assistance with or incitation to one or several of the above-mentioned acts and activities, in any form. ● And more generally, any practices intended to subvert the Services and to use them for purposes other than those for which they were designed.

● The following are also strictly prohibited:

● Any behaviour likely to obstruct, suspend, slow down or adversely affect the continuity of the Services, ● Any intrusion or attempted intrusion into Wisembly’s systems,

● Any misuse of the Website’s system resources,

● Any actions likely to result in the latter’s infrastructure becoming disproportionately overloaded, ● Any attempt to compromise security and authentication measures,

● Any acts likely to adversely affect the financial, commercial or moral interests of Wisembly or of the Website’s users, and finally, more generally,

● Any failings vis-a-vis these general conditions.

● It is strictly prohibited to generate income from, sell or transfer all or part of the access to the Services and/or to the Website and/or to the Solution, in addition to the information hosted or shared therein.

18. Penalties for non-compliance

In the case of non-compliance with any of the provisions of these general conditions or more generally any violation of the applicable laws and regulations by a Client, Wisembly reserves the right to take all appropriate measures, and in particular:

● To suspend, delete or prevent access to the Solutions by a Client having perpetrated the failings or infractions concerned or having participated in them,

● To delete all content published online on the Website,

● To publish any information messages on the Website that Wisembly considers appropriate, ● To inform any relevant authority,

● To initiate any legal action.

In the event that the Client fails to comply with an essential obligation arising under these general conditions, Wisembly reserves the right to terminate his access to all or part of the Services in accordance with the conditions stipulated in the article “Termination for default” below.

19. Wisembly’s liability and guarantees

● Wisembly agrees to supply the Services diligently and in accordance with the state of the art, with it being hereby specified that it is bound by an obligation of due diligence, to the exclusion of any absolute obligation, which the Client expressly acknowledges and accepts.

● Wisembly has no knowledge of the Content published by the Clients as part of the Services, which is subject to no moderation, selection, verification or inspection of any form and in relation to which it is only involved as a hosting provider.

Consequently, Wisembly may not be considered liable for any Content, the authors of which are third parties, and any possible complaint or claim must be initially addressed to the author of the Content in question.

Content considered prejudicial to a third-party may be notified to Wisembly in accordance with the terms of article 6 I 5 of law number 2004-575 of 21 June 2004 for confidence in the digital economy.

19.1

However, with the aim of constantly improving the quality of its Services, Wisembly invites the Client to submit any comments and information it may wish to bring to its attention concerning the quality of the transactions performed when using the Solution.

19.2

Wisembly declines all liability in the case of the possible loss of information accessible within the Client’s Account. It is the responsibility of the latter to keep a backup copy and the Client may claim no compensation as a result.

● Wisembly agrees to perform regular checks to ensure the operation and accessibility of the Website. Accordingly, Wisembly reserves the right to temporarily interrupt access to the Website for maintenance reasons. Similarly, Wisembly may not be considered liable if it is momentarily difficult or impossible to access the Website, and such problems are the result of circumstances outside its control, to force majeure, or are due to disruption with telecommunications networks.

● Wisembly does not guarantee the Client:

● That the Services are totally free of all errors, defects or faults, despite ongoing efforts to achieve performance improvements and progress,

● That the Services, being standard in nature and in no way proposed with the aim of meeting the needs of a given Client based on his own personal constraints, will specifically meet his needs and expectations.

● In all cases, any liability which Wisembly may incur as a result of this agreement is expressly limited only to the direct losses suffered by the Client. Wisembly may not be considered liable vis-a-vis the Client for the payment of damages of any nature whether direct, damage to property, commercial, financial or intangible, as a result of the Client’s use of the Solution and the Services, for an amount exceeding the sums invoiced by Wisembly in remuneration for access to the Solution and to the Services for which it is liable, at the time the claimed loss occurred. Moreover, Wisembly may only be considered liable if the Client has submitted a complaint, by registered letter with acknowledgement of receipt, within a period of one month after the date of occurrence.

20. Intellectual property rights

These general conditions grant the Client no intellectual property rights concerning the Website, its technical documentation and the Solution, which remain the exclusive and entire property of Wisembly.

Any reproduction, representation, distribution, adaptation, and marketing of the Solution, of its technical documentation and of the Website by the Client which does not comply with the provisions of these general conditions will be considered as an act of infringement, pursuant to the provisions of article L.335-3 of the French intellectual property code, punishable primarily by three (3) years’ imprisonment and a fine of 300,000 euros.

21. Personal data

21.1 General provisions

Regarding its clients’ personal data, Wisembly implements a personal data protection policy, the characteristics of which are explained in the document entitled “Charte relative à la protection des données à caractère personnel” (Personal data protection charter), with which the Client is expressly invited to familiarise himself.

Concerning the personal data processed during the provision of the Services, Wisembly is exclusively involved as a subcontractor under the terms of article 35 of law number 78-17 of 6 January 1978 modified by law number 2004-801 of 6 August 2004 and pursuant to article 4 of (EU) rule 2016/679 from the European Parliament and Council of 27 April 2016 (hereafter referred to as the: “European Data Protection Regulation”. Wisembly agrees to take all necessary precautions to protect the security of the data collected by the Client, whether directly or via the Beneficiary, which it processes in accordance with instructions from the Client during the performance of the Services.

Wisembly consequently agrees to take all necessary measures to prevent the said data from being deformed, damaged or communicated to unauthorised third parties. To this end, Wisembly agrees (i) to make no copies of the personal data without the Client’s express agreement, (ii) to only use the personal data following instructions do so by the Client and for the performance of the Services, (iii) not to divulge or transfer the personal data to third parties, (iv) to take all measures to avoid any misappropriation or fraudulent use of the personal data, (v) to take all appropriate technical security measures to preserve the integrity of the personal data, (vi) to destroy the personal data at the end of the general conditions’ applicability.

The Client is responsible for the processing of the personal data processed during the provision of the Services and is required to fulfil the obligations incumbent upon him in application of the above-mentioned Regulation, particularly concerning the obligation to inform the data subjects, maintaining a register of processing activities performed, and, more generally, compliance with the different principles of this Regulation.

The data supplied by the Client to Wisembly for the performance of the Services is the Client’s exclusive property, with the Client retaining sole liability for it. Wisembly is not responsible for the storage of the data collected by the Client for a Wiz.

21.2 Conditions for the subcontracting of the processing operations between Wisembly and the Client.

21.2.1 Purpose

The purpose of these clauses is to define the conditions under which Wisembly, in its capacity as a subcontractor, agrees to perform the personal data processing operations mentioned below, on behalf of the Client, in its capacity as the data controller.

As part of their contractual relationship, the parties agree to comply with the regulations applicable to the processing of personal data, and, in particular, the European Data Protection Regulation.

21.2.2 Description of the processing concerned by the subcontracting activities

Wisembly is authorised to process the personal data required in order to supply the Services, on behalf of the Client.

The nature of the operations performed concerning the data includes the consultation, modification, importation/exportation, temporary copies, backups/restorations, replication, recovery and other uses related to maintenance obligations.

The end purpose(s) of the processing is/are as follows:

– To facilitate the use of the service (making it possible to issue invitations, connection and the recovery of passwords, collaborative features, etc.),

– Audience measurement and measuring the use of the service,

– Being in a position to perform maintenance operations.

The personal data processed is the last name, first name and e-mail address.

The categories of persons concerned (data subjects) are the Beneficiaries, the latter being understood to be members of the Client’s staff benefiting from the Solution.

21.2.3 Wisembly’s obligations vis-à-vis the Client

Wisembly agrees to:

1. Only process the data for the end purpose(s) concerned by the subcontracting;

2. Process the data in compliance with the Client’s written instructions shown in the appendix to this Contract. If Wisembly considers that a particular instruction would constitute a violation of the European Data Protection Regulation or any other legal measure under EU law or the laws of the different member states concerning data protection, it will immediately inform the Client of this. Furthermore, if Wisembly is required to transfer data to a third-party country or to an international organisation, under the terms of EU law or the law of the member state to which it is subject, it must inform the Client of this legal obligation before the processing takes place, unless the law concerned prohibits the provision of such information on serious public interest grounds;

3. Guarantee the confidentiality of the personal data processed under the terms of this Contract;

4. Ensure that the persons authorised to process the personal data under the terms of this Contract agree to respect its privacy or are subject to an appropriate legal obligation to protect its private and confidential nature;

5. Take account of the principles of data protection when designing its tools, products, applications and services, as standard.

6. Subcontracting

The Client acknowledges and accepts that Wisembly uses subcontractors (hereafter referred to as the “Current subcontractors​”) a list of which is included as an appendix to the Contract.

Wisembly may use one or several other subcontractors (hereafter referred to as the “Subsequent Subcontractors​”) for specific processing activities. In this case, it will inform the Client in writing beforehand of any individual changes concerning the addition or replacement of other Subsequent Subcontractors. This information must clearly state the processing activities being subcontracted, the identity and contact details of the Subsequent Subcontractor and the dates of the subcontracting agreement. The Client has a maximum period of fifteen (15) days as from the date of receipt of this information to submit his objections. This subcontracting may only proceed if the Client has not objected within the agreed deadline.

The Current Subcontractors and the Subsequent Subcontractors are required to comply with the obligations arising from this Contract on behalf of and in accordance with the instructions of the Client. It is Wisembly’s responsibility to ensure that the Current Subcontractors and the Subsequent Subcontractors provide the same sufficient guarantees concerning the implementation of appropriate technical and organisational measures to ensure that this processing meets the requirements of the European Data Protection Regulation. If the Current Subcontractors and the Subsequent Subcontractors do not fulfil their obligations concerning data protection, Wisembly remains fully liable vis-a-vis the Client for the other subcontractors’ fulfilment of its obligations.

7. The data subjects’ right to information

It is the Client’s responsibility to supply information to the data subjects concerned by the processing operations at the time the data is collected.

8. Implementing the data subjects’ requests to exercise their rights.

In as far as possible, Wisembly must help the Client to fulfil its obligation to comply with requests by the data subjects to exercise their rights, including the right of access, the right of rectification, the right of deletion and opposition, the right to the limitation of processing, the right to data portability, the right not to be subjected to an automated individual decision (including profiling).

Wisembly must reply, in the name of and on behalf of the Client and within the deadlines stipulated by the European Data Protection Regulation, to requests by data subjects to exercise their rights, with regard to the rights covered by the subcontracting provided for in this Contract.

9. Notification of personal data breaches

Wisembly will notify the Client of any personal data breach within a maximum period of 48 hours after becoming aware of this, by any written means including e-mail. This notification must be accompanied by all appropriate documentation to enable the Client to notify the relevant supervisory authority of this breach if necessary.

10. Wisembly’s provision of assistance to the Client in fulfilling its obligations

Wisembly will assist the Client to perform impact studies concerning data protection. Wisembly will assist the Client with the prior consultation of the regulatory authority. 11. Security measures

Wisembly agrees to deploy the following security measures:

• The means and resources making it possible to consistently guarantee the privacy, confidentiality, integrity, availability and resilience of the processing services and systems;

• The means and resources making possible to re-establish the availability of personal data and access to it within appropriate deadlines in the event of a physical or technical incident;

• A procedure aimed at regularly testing, analysing and evaluating the effectiveness of the technical and organisational measures to ensure the security of the processing operations;

Wisembly agrees to deploy the security measures contained in its IT security policy (include a link to the “IT & Security document”).

12. The register of categories of processing activities

Wisembly hereby declares that it maintains a written register of all categories of processing activities performed on behalf of the Client, including:

• The name and contact details of the Client on behalf of whom it operates, of any possible subcontractors and, where applicable, of the data protection officer;

• The categories of processing performed on behalf of the Client;

• Where necessary, the transfers of personal data to a third-party country or an international organisation, including the identification of this third-party country or this international organisation, and, in the case of the transfers mentioned in article 49, paragraph 1, part two of the European Data Protection Regulation, documents confirming the existence of appropriate guarantees;

• In as far as possible, a general description of the technical and organisational security measures, including the following among others, according to requirements:

– Means and resources making it possible to consistently guarantee the confidentiality, privacy, integrity, availability and resilience of the processing services and systems;

– The means and resources making possible to re-establish the availability of personal data and access to it within appropriate deadlines in the event of a physical or technical incident;

– A procedure aimed at regularly testing, analysing and evaluating the effectiveness of the technical and organisational measures to ensure the security of the processing operations.

13. Documentation

Wisembly will provide the Client with the necessary documentation to demonstrate compliance with all of its obligations and to allow for the performance of audits, including inspections, by the Client or another auditor appointed by him, and contribute to these audits.

During such audits, the Client or the auditor appointed by him will not be authorised to access Wisembly’s business secrets, its strategic information or information which Wisembly is committed to keeping private. Wisembly may oppose any inspection measures by the Client or the auditor appointed by him which would be likely to provide them with access to such data or information, with no possibility for the Client to submit any complaint or claim on these grounds. The Client will also ensure in all

circumstances that the auditor and, more generally, the staff performing the said inspection are subject to appropriate confidentiality obligations.

21.2.4 The Client’s obligations vis-a-vis Wisembly

The Client agrees to:

1. Provide Wisembly with the data mentioned in 21.2.2 of these clauses,

2. Record all instructions in writing concerning the processing of the data by Wisembly,

3. Before and during the processing, ensure compliance by Wisembly with the obligations provided for in the European Data Protection Regulation,

4. Supervise the processing, including through the performance of audits and inspections of Wisembly.

22. Publicity and Business references

Wisembly reserves the option to insert advertising or promotional messages on any page of the Website and in any communications to the Client, of a form and in conditions which Wisembly alone will determine.

The Client also expressly authorises Wisembly to quote and reproduce its business name and/or brand and/or logo for business reference purposes, particularly during events, including promotional events, in its business or advertising documents and on its websites, in any form whatsoever, for a period of five (5) years as from the signature date of this agreement.

23. Links and third-party websites

Wisembly may under no circumstances be considered liable for the technical availability of the websites or mobile applications operated by third parties (including its possible partners) which the Client accesses via the Website.

Wisembly will assume no liability for the content, advertising, products and/or services available on such third-party websites and mobile applications, which, the parties are reminded, are governed by their own terms of use.

Moreover, Wisembly is not liable for transactions performed between the Clients and any advertiser, professional or trader (including its possible partners) to whom the Client is referred via the Website and will under no circumstances be a party to any possible disputes with these third parties concerning in particular the delivery of products and/or services, guarantees, warranties, declarations and other obligations of any form by which these third parties are bound.

24. Termination for default

24.1

In the event of failings by the Client vis-a-vis any of its obligations arising from the general conditions, which he fails to remedy within a period of thirty (30) calendar days as from the reception date of formal notice to comply sent by registered letter with acknowledgement of receipt requiring him to remedy the said failings, Wisembly may, as of right and with no requirement for the performance of any legal formalities, terminate the License and close the Account of the Client concerned.

The termination of the License will not prejudice any damages which Wisembly may claim due to the Client’s failings and any penalties which the Client may possibly be required to pay. The Client acknowledges in

particular that in the event of the termination of the License for failings by him, the price of the said License will remain payable in full for the whole remaining Period underway, which the Client acknowledges and accepts.

24.2 The end of the License, regardless of the grounds for this, will result in the deletion of the Client’s Account, to which the Client will no longer have access.

The Client is expressly informed and accepts that all information and Content he has published online and stored on the Solution, including in the Beneficiaries’ Accounts, may remain accessible on it for a maximum of (1) month following the termination of the Licence.

Beyond this deadline, the Client must personally recover the data in the format of his choice. No request for deletion may be submitted concerning this information.

25. Insurance

Each of the parties to the general conditions declare that they have taken out all insurance policies with an insurance company known to be solvent, and that they will maintain them for the whole duration of the Framework Contract, including among others “Operators’/Professonal civil liability”, covering the financial consequences of their civil, criminal, quasi-criminal and contractual liability regarding the performance and/or use of the Services or during the performance of these general conditions, concerning bodily harm, property damage or consequential losses which may be caused to the other party and/or its staff or agents and/or its property.

In all circumstances, each of the parties will ensure that its cover is always sufficient in relation to the risks inherent to or resulting from the performance and/or use of the Services.

26. Social regulations

Wisembly hereby declares that it complies with the applicable tax and social security legislation, that it is up to date with the payment of its social security contributions and that it is able to provide proof of compliance with the various obligations applicable in this field at the Client’s request. Wisembly will provide the Client with the following documents, upon request from the latter and a maximum of once every six (6) months until the performance of these general conditions ends:

● An identification document providing proof of its registration in the trade register or an extract from its registration in the Trades & Companies Register dated from within the last three (3) months (a document known as a Kbis extract in France);

● A written confirmation stating that it has supplied its social security declarations, issued by the social protection body handling the collection of the social security contributions which Wisembly is required to pay;

● A confirmation on honour, in which Wisembly confirms that on the confirmation date it has submitted all compulsory tax declarations to the tax authorities and that the work will be performed with employees legally employed in relation to the Labour Code.

27. Transferability

This Contract is concluded between the parties on an intuitu personae basis.

The parties agree that the contract may not be disposed of or transferred, either wholly or partially, in any form whatsoever, by one or other of the Parties to any third party, without the other Party’s prior written consent.

28. Modifications

Wisembly reserves the right to modify these general conditions at any time.

Any Client having taken out a License will be informed of these modifications by any appropriate means.

If he does not accept the modified general conditions, he must cancel his License pursuant to the instructions in the article “Duration and termination” above.

The applicable general conditions are those in force on the date on which the License is taken out or renewed for a new Period.

29. Language

If these general conditions are translated into one or several languages, the language used for interpretation purposes will be the French language in the event of any contradiction or contestation concerning a term or clause.

30. Applicable law and jurisdiction

These general conditions are governed by French law.

In the event of any dispute concerning the validity, interpretation and/or performance of these general conditions, the parties agree that the courts of Paris will have sole jurisdiction to rule on the matter, unless overriding procedural rules to the contrary apply.

Appendix 1

Features

1. Standard features

● Messaging

The “Messaging” feature enables each Participant to react, to ask questions, to provide answers and/or to comment virtually from the authorised device of his choice.

This feature is employed using the following procedure:

1. The Participant sends his message by one of the following channels: text message, web (via a simple URL accessible by smartphone, tablet and PC) e-mail or Twitter. The messages may be anonymous or signed at the Participant’s choice.

2. The Beneficiary receives the message on his interface.

3. The Beneficiary has the option to publish, edit or delete the message before it is published and viewed by all Participants.

4. Once the message has been confirmed, it is published on the Wiz and is visible by all Participants connected to the Wiz.

5. The message also appears on the screen possibly used to display all messages. Several types of display are possible for this purpose: in list form or as a banner.

6. The Participants connected to the Wiz have the option to “like” the Participants’ messages to display an interest.

7. The Beneficiary may sort the messages by the number of “likes” received, thus identifying those most relevant from the Participants’ viewpoint.

All messages are accessible by the Beneficiary and exportable in Excel format if he wishes. ● Surveys/Evaluations

The “Surveys/evaluations” feature makes it possible to create post-event satisfaction surveys and share them on the Wiz with all Participants.

This feature is employed using the following procedure:

1. The Beneficiary has the possibility to create a satisfaction survey.

For this purpose, the Beneficiary may ask the Participants 4 types of questions:

● Single choice questions (the Participant may select only a single answer from among a list), ● Multiple choice questions (the Participant may select several answers from among a list), ● Scoring (the Participant assigns a score ranging from 1 to 10),

● Open question (the Participant is free to reply with one or several words of his/her choice). 2. The Beneficiary launches his satisfaction survey whenever he wishes.

3. The satisfaction survey is displayed on the devices of the Participants connected to the Wiz. The Participants reply directly via the interface.

4. The Beneficiary receives the replies immediately.

5. The Beneficiary has the option to chase up those Participants who have not replied, by e-mail. The Beneficiary has the option to export the results in Excel or PDF format for subsequent analysis. ● Votes

The “Votes” feature makes it possible to have the Participants vote on a question set before, during or after the event.

It consequently makes it possible to obtain the participants’ opinions, to generate word clouds and to share the results on-screen. The results are gathered in real time and may be shared with all Participants.

This feature is employed by using the following procedure:

1. The Beneficiary creates a vote.

4 types de votes are possible for this purpose:

1. Single choice questions (the Participant may select only a single answer from among a list), 2. Multiple choice questions (the Participant may select several answers from among a list), 3. Scoring (the Participant assigns a score ranging from 1 to 10),

4. Open question (the Participant is free to reply with one or several words of his/her choice). 2. The Beneficiary launches the vote

3. The vote is displayed on the display screens and on the interfaces of the Participants connected to the Wiz

4. The Participants answer the question. They may answer by text message, by web (via a simple URL accessible by smartphone, tablet or PC) or by e-mail

5. The Beneficiary receives the replies immediately. He can stop the vote whenever he wishes. 6. The results are then displayed on the display screens and on the devices of the Participants connected to the Wiz

The results are displayed in the following forms:

● Histogram for Single choice questions and Multiple choice questions,

● Word cloud comprised of keywords for the Open questions,

● Average for the Scores.

The Beneficiary has the option to export the results in Excel format for subsequent analysis. ● Document sharing

The “Document sharing” feature makes it possible to make documents available for download available to the Participants and to view these documents slide by slide in real-time.

This feature is employed using the following procedure:

1. The Beneficiary adds the different documents to be made available to the Participants to the Solution. For each of the documents, he has the possibility to make them downloadable or otherwise by the Participants or just some of them.

The maximum authorised size for a document to be uploaded to the Solution is 100 Mb.

2. The participants connected to the Wiz (via a simple URL accessible by smartphone, tablet and PC) may download the documents made available to them on the Solution.

3. Throughout the Wiz, the connected Participants (via a simple URL, accessible by smartphone, tablet and PC) follow the presentation while the Beneficiary displays each of the different slides in turn.

It should be noted that only ppt, pptx, pdf, jpeg and png formats can be viewed.

4. At the end of the Wiz, the Beneficiary may access the download statistics (for example, the number of downloads for each of the documents).

● Statistics

The “statistics” feature enables the Beneficiary to access all statistics related to the use of the Solution after a Wiz, with no time limit, and to download this information in Excel format for subsequent analysis.

The available statistics are the following:

● Overall word cloud for the event

● Interaction curves (quantity of messages posted over time)

● Number of connections to the Solution

● Number of messages posted, number of likes, number of Participants having posted, number of participants having liked, the Participants most involved

● Number of votes created, number of votes launched, categorisation of questions, number of Participants having replied for each vote

● Number of questionnaires created, number of questionnaires launched, categorisation of questions asked, number of Participants having replied for each vote

● Number of documents added, number of documents viewed, number of documents downloaded ● Breakdown of devices and communication channels used by the Participants (text message, Web, Email, Twitter).

● Widget

The “Widget” feature makes it possible to integrate Wisembly directly in other applications (mobile applications and websites).

By doing so, the Client can:

● Enable the Participants to access all features from an application developed by him ● Enable Participants following the conference virtually (by streaming for example) to access all of the features and therefore to enjoy a totally immersive experience

● Display the content generated on Wisembly in different rooms from the conference rooms (for example on screens in the Cafeteria).

The documentation making it possible to integrate and use this widget is available at the following address: https://github.com/Wisembly/widget-doc

● Multi-sessions

The “multi-sessions” feature makes it possible to have several Wisembly sessions running simultaneously. These sessions are independent and managed as separate Wizs (Single solution).

● Archives

The “Archives” feature enables the Beneficiary to archive the content in order to “classify” it by session.

In doing so, the Beneficiary can quickly find all questions and comments posted during each presentation or roundtable session, and thereby analyse this information in greater detail at the end of the event.

● Multilingual interface

This feature enables the Participants to post their messages in all desired languages.

For its part, the Wisembly interface is available in French, English, German and Italian. 2. Special features

These are the following features:

● Anonymous interactions

This feature offers Participants the possibility to send messages by hiding their identity (this is systematic if submitted by text message).

It can be activated/deactivated for each message sent, and cannot be overridden by Wisembly’s technical administrators.

● Security options

The Beneficiary may define the security and protection levels for his Account.

The various protection levels may be activated and combined.

The Security options are as follows:

● Creation of a single keyword to access the Solution

● Deactivate anonymous messages,

● Allow access to the Solution by means of a pin code,

● Allow access to the Solution for connected Participants only

● Allow access to the Solution for invited Participants only

● Allow access to the Solution for only those Participants with an e-mail address from a specific domain. ● A mix of the above-mentioned measures

● Customisation

This feature makes it possible to customise the Solution’s appearance (choice of a keyword, of the dominant colour and of the logo associated with the Wiz, with it being hereby specified that no logo is displayed on the mobile interface).

● User without account

With some licenses, it is impossible for Participants to access the Solution without logging in first. This feature avoids the need for the Participant to log in before accessing a Wiz.

● Exporting content

The content generated by the Participants via the messaging, vote or questionnaire features may be exported from the Solution in the form of Excel or PDF documents according to the license type.

● Interaction by Twitter

This feature makes it possible to locate all tweets associated with a keyword chosen beforehand. ● Interactions by text message

This feature makes it possible for Participants to participate in a Wiz by text message, via a free number, for which call charges do not apply, depending on the provider.

Various numbers are available for this purpose according to the Participants’ countries (France, UK, Belgium, Italy, Russia, USA, Hong Kong).

● Semantic analysis

This feature makes it possible to group the Participants’ messages together by theme.

The themes are identified according to the meanings behind the ideas and the level of importance they have for the Participants.

● Storage by Solution

This feature enables the Beneficiary to share documents with the Participants. There is a maximum storage limit for each Solution according to the license type.