TERMS OF SERVICES

Last updated on November 29, 2022

THE CLIENT REPRESENTS AND AFFIRMS THAT IT HAS READ AND AGREED TO THESE TERMS OF SERVICES PRIOR PLACING ANY ORDER ON THE MUSESQUARE.COM/FELLOWSHIP WEBSITE.  

ANY COMMENCEMENT OF THE PERFORMANCE OF SERVICES BY THE COMPANY WITH THE CLIENT’S CONSENT AUTOMATICALLY IMPLIES UNRESERVED ACCEPTANCE OF THESE TERMS OF SERVICESS. 

 

ARTICLE 1. DEFINITIONS 

For the purpose of these Terms of Services, words, terms and expressions hereafter, when used in singular or plural with initial capital letters, if not defined elsewhere in these Terms of Services and/or its Appendices, shall have the meanings set forth below, or at their first use. 

“Client”: shall mean any User who places an Order with the Company.  

“Company”: shall mean MS Editions, a “société par actions simplifiée” duly organized and existing under the laws of France, registered with the Trade and Corporations Register of Versailles under identification number 878 522 010, editor of the Site, having its registered office located 29, Chemin de la Forêt, 78113 Bourdonné, France.  

“Confidential Information”: shall mean all information or data of any kind, regardless of medium, access or method of communication exchanged between the parties in connection with or for the purpose of the Services. 

“Contract”: shall mean the summary of the Order provided by the Company to the Client after the validation of the Order, which also appear on the User Account.  

“Fellowship”: shall mean the network of galleries and exhibition space rental company made available and accessible via the Site and the Services.  

“Hosted User”: also referred to on the Site as the “Fellow,” shall mean any Client who is renting or seeking exhibition space through the Fellowship.  

“Hosting User”: also referred to on the Site as the “Host”, shall mean any Client who provides or offers for rent exhibition space through the Fellowship.  

“Login Information”: shall mean a confidential identifier (in the form of an email address or other) and password allowing access to the User Account and certain content on the Site. 

“Offer”: shall mean (i) an offer to provide or rent a wall from a Hosting User through the Services; or (ii) an offer to rent a wall or a space from a Hosted User through the Services.  

“Order”: shall mean any subscription to the Services on the Site via the User Account.  

“Price”: shall mean the remuneration paid by the Client to the Company for the provision of the Services, calculated as a percentage of the Rent.  

“Rent”: shall mean the remuneration paid by the Hosted User to the Hosting User for the provision or rental of the exhibition space.  

“Rental”: shall mean the occupation by a Hosted User of an exhibition space made available by a Hosting User as part of the Services.  

“Services”: shall mean the services offered by the Company on the Site for the provision of the Fellowship and the intermediation between Clients in order to rent their walls and described more precisely in Article 3 of the TOS.  

“Site”: shall mean the website https://musesquare.com/fellowship where the Company offers its Services. 

“Terms of Services” or “TOS”: shall mean the rights and obligations of the Client and the Company, as provided herein, and binding upon them in connection with the Order of Services on the Site. 

“Terms of use” : shall mean all of the stipulations provided for in the Terms of use of the Site accessible on the Site and accepted without reservation by any User.  

“User”: shall mean any user of the Site according to the Terms of use.  

“User Account”: shall mean a space reserved for a User who has an account, and which is accessible after registration on the Site via a Login Information and allowing him/her to access certain content on the Site. 

 

ARTICLE 2. PURPOSE AND SCOPE 

These Terms of Services apply to any Order of Services placed directly with the Company on the Site.  

The original version of these Terms of Services are written in French, which shall constitute the only controlling version and prevails over any other version in the event of a contradiction or for interpretation purposes.  

These Terms of Services shall prevail in the event of any contradiction or discrepancy with any other clause contained in any document or correspondence from the Client, including its terms of use or terms of purchase and the mentions appearing on its own order form.  

These Terms of Services supersede all other prior or contemporaneous agreements and understanding between the Company and the Client with respect to the Orders and the Services.  

 

ARTICLE 3. FEATURES OF THE SERVICES 

The Site allows the Users to have access to the Fellowship, to a network of art galleries, and to connect with other Users in order to rent their walls to feature one or several exhibitions.  

The following Services are available to the User:  

• The “Lease” service: shall refer to a simple wall rental service with or without a discount, but without any project conditions; 

• The “Call for project” service : shall refer to a service of renting walls with or without a discount, sharing or not revenues from artwork sales, conditioned to an exhibition project defined by the Host Client; 

• The “Swap” service shall refer to a wall exchange service between Clients.  

 

ARTICLE 4. ORDER 

4.1 Order process 

All Client’s Orders are placed through the creation of a User Account.  

The Client has the option of using one or more Services at the same time. 

The Order process is as follows: 

• Client’s interview and transmission of information; 

• Creation of the Client’s profiles by the Company’s customer service; 

• Selection and proposal of Offers by the Client; 

• Order validation: receipt of an acknowledgement of receipt of the Order by e-mail with the payment instructions;  

• Order confirmation: receipt of an e-mail confirming the Order with a copy of the invoice. 

 

4.2 Availability of the Services and rates 

The Services offered on the Site are available subject to the Offers made available by the Clients. As a result, and unless the Order and the definitive Rental are approved by the Company, the Company does not guarantee the availability of the Offers. 

Any claim by the Client that the Order has not been completed due to the unavailability of one or more Offers shall be deemed unfounded. 

The value of the Offers is defined by the Clients who propose fixed costs and the margin applicable to all Offers.  

The Price depends on the value of the Rental actually made by the Client. Thus, the Company invoices the Services according to the number of Rentals under the conditions set out in article 5 below. 

The prices are indicated in euros, excluding taxes and bank or payment service provider fees.  

Moreover, the Company reserves the right to modify the Price at any time. The Services will be invoiced on the basis of the rates in force at the time of the Order, subject to availability. 

 

ARTICLE 5. FINANCIAL TERMS 

5.1 Principle of remuneration based on the value of the Rentals 

In the event of a Rental made as a result of the use of the Services provided by the Company, the Clients shall pay a Price of 30% of the value of the Rental, distributed as follows, unless other provisions apply: 10% for the Hosted User and 20% for the Hosting User, plus the fees charged by the Client’s payment providers and banks.  

 

5.2 Invoicing and payment terms 

Upon validation of the Order by the Company, the Clients shall proceed with the online payment of the Price defined in section 5.1 within three (3) days, failing which the Order will be automatically cancelled. 

Upon completion of the payment of the Price (in full or of a retainer in the event of multiple installments) the Company shall issue an invoice to each Client at the time of the confirmation of the Order. 

 

5.3 Payment methods 

The Client shall pay for his or her Order via bank transfer or on the Site by credit card, Visa or Mastercard or by the payment portals MangoPay for simple payment and BrainTree (PayPal) for fractional payment. 

The User’s banking data is encrypted (SSL technology, Secure Socket Layer). They do not circulate unencrypted on the Internet and cannot be intercepted. They are not communicated to the Company. 

 

ARTICLE 6. CANCELLATION, POSTPONEMENT AND MODIFICATIONS OF THE ORDER 

6.1 General provisions 

Any Client who places an Offer online is free to withdraw it at any time.  

However, an Offer accepted as a result of an Order approved by the Company may not be withdrawn or cancelled except in the event of: (i) Force Majeure (as such term is understood under French law and jurisprudence); (ii) total or partial destruction of the Hosting User’s premises; or (iii) total or partial destruction of the works to be exhibited by the Hosted User. 

In addition, in the event that one or more Offers are placed online and then withdrawn (freely) by three (3) successive times, the Company reserves the right to exclude the Client from the Services and the Site by suspending or terminating the User Account. 

 

6.2 Order not yet confirmed 

The Client may cancel, postpone or modify without charge an Order that has not yet been confirmed by the Company by sending a cancellation, postponement or modification request by e-mail to contact@musesquare.com.  

 

6.3 Confirmed Orders 

 

6.3.1 Cancellation 

In the event of cancellation by a Client of an Order confirmed by the Company, the Client initiating the cancellation must notify the Company by e-mail to contact@musesquare.com and shall pay to the other Client, as compensation, the following cancellation fee: 

• If the cancellation occurs between one (1) and three (3) months prior to the Rental date, the equivalent of 30% of the agreed Rent; or 

• If the cancellation occurs less than one (1) month prior to the Rental date, the equivalent of the entire agreed Rent.  

In all cases, the Price due to the Company shall remain unchanged and payable, and shall be borne in full by the cancelling Client. 

 

6.3.2 Postponement 

In the event of a postponement of the terms of an Order approved by the Company, the postponing Client must notify the Company by e-mail to contact@musesquare.com and shall pay to the other Client, as compensation, the following postponement fee: 

• If the postponement occurs no later than one (1) month prior to the Rental date for a postponement of less than three (3) months, the equivalent of 10% of the agreed Rent; or  

• If the postponement occurs no later than one (1) month prior to the date of the Rental with a postponement of more than three (3) months, the equivalent of 20% of the agreed upon Rent; or 

• If the postponement occurs less than one (1) month prior to the date of the Rental, the equivalent of 30% of the agreed upon Rent, regardless of the length of the postponement.  

If the Exhibiting User has already borne non-refundable shipping and/or insurance costs for the artworks in anticipation of the exhibition at the Host User’s premises, the Host shall reimburse the Exhibiting User for any and all such costs, upon producing of justifying material. In all cases, the agreed upon Rent (or the Rent that would have been applicable) shall remain unchanged and payable in addition to the compensation. 

6.3.3 Modification 

6.3.3.1 By the Exhibiting User 

In the event of a change to an Order approved by the Company and requested by the Exhibiting User: 

• Any upward change in the exhibition space by the Exhibiting User will (subject to space availability) result in a corresponding increase in Rent and a corresponding increase in Price; 

• Any downward change in the exhibition space by Exhibiting User no later than one (1) month prior to the Rental Date shall result in a corresponding decrease in Rent and a corresponding decrease in Price; 

• Any downward change in the exhibition space by Exhibiting User less than one (1) month prior to the Rental Date shall not result in any Price reduction; 

 

6.3.3.2 By the Host User 

In the event of a change to an Order approved by the Company and requested by the Host User: 

• Any downward change in exhibition space by the Host User of less than 25% will result in a flat reduction of 30% of the agreed Rent; 

• Any downward change in exhibition space by the Host User of between 25% and 50% will result in a flat reduction of 60% of the agreed Rent (or as would have been applicable); 

• Any downward change in the exhibition space by the Host User of more than 50% shall be deemed a cancellation resulting in a refund (or non-charge) of the agreed (or otherwise applicable) Rent and payment of compensation equivalent to 100% of the Rent.  

In any event, the portion of the Price due to the Company by the Host Use remains unchanged and payable and shall be borne by the Host User. 

 

ARTICLE 7. LIMITED OBLIGATIONS AND WARRANTIES OF THE COMPANY 

The Company undertakes to ensure that the performance of the Services complies with the obligations set out herein. It also undertakes to implement all the means to allow the Clients a reliable and fast access to the Services. 

The information contained on the Site is accessible 24 hours a day, 7 days a week, subject to accidental interruption or planned suspension or necessary for the proper functioning of the service. Interruptions will not give rise to any compensation. 

 

ARTICLE 8. OBLIGATION AND WARRANTIES OF THE CLIENT 

8.1 General obligations 

The Client undertakes not to impede the proper performance by the Company of its obligations.  

The Client undertakes to provide the Company with accurate, fair, sincere, complete and non-misleading information on its identity, its economic, commercial and financial situation. The Client guarantees the Company against all consequences of any kind related to the communication of information that does not meet this requirement.  

The Client acknowledges and agrees that the Login Information is personal, confidential and non-transferable. They are exclusively reserved for the use of the named users. They may not, in any way whatsoever, be communicated to third parties or reused, whether or not at the Client’s premises, by anyone other than the designated user. In this regard, the Client must notify the Company of any loss or theft of the Login Information so that it can be cancelled.  

The Client declares to have accepted the costs as well as the limits specific to any connection to the Internet network. The Client, informed of the minimum specifications communicated by the Company, is responsible for accessing the Service in good technical conditions – hardware, software, telecommunications – so that all backup measures and protection against possible intrusions are assured. 

The Client warrants to the Company that it has a right of ownership in the walls or that it is authorized to rent the walls subject to a Rental under the terms of these TOS and shall indemnify the Company against any claim by third parties, any legal action based on breach of property right.  

The Client warrants and commits that it will not offer or seek to rent exhibition space directly to or with another Client outside the Site and the Services offered by the Company. 

 

8.2 Specific cleanliness and maintenance obligations related to the Services 

The Client warrants to the Company that the walls rented under these Terms of use shall be maintained in perfect condition throughout the term of the Contract. Consequently, the Client undertakes to clean or have cleaned regularly, with the greatest care and at its own expense, the walls, as well as to remove any waste or detritus that may be found there. 

The Client warrants to the Company that the walls rented under the terms of these TOS comply with the health and hygiene applicable regulations, etc.  

 

8.3 Warranties 

Each Client guarantees: (i) that he/she is an art gallery/center member; (ii) that he/she is a person acting on behalf of an art gallery/center, subject to having obtained the prior authorization of the rights holders (owners and/or manager of the art gallery); (iii) that he/she has the premises and/or works of art necessary for the proper performance of the Rental between them, and more generally for the proper performance of the Services by the Company ; and/or (iv) that he/she has an adequate and sufficient insurance policy, subscribed with an approved insurance company, covering the rented spaces and/or the works of art exhibited within the framework of the performance and progress of the Rental. 

 

ARTICLE 9. INTELLECTUAL PROPERTY AND UNFAIR COMPETITION 

9.1 Intellectual property on the elements on the Site and belonging to the Company  

The Company remains the owner of the sites, and of all content that is made accessible and/or available to the Client within the framework of these Terms of Services, as well as of any other element belonging to the Company, whether or not it is protected by intellectual property rights. 

Any reproduction, representation, use, adaptation, modification, incorporation, translation, commercialization, in whole or in part, by any process and on any medium whatsoever (paper, digital, etc.) of any element belonging to the Company, whether or not protected by intellectual property rights, is prohibited without the prior written authorization of the Company. 

The Client shall also refrain from registering or applying for registration of any distinctive sign of any nature whatsoever which may infringe the Company’s property rights. 

The Client also undertakes to inform the Company immediately of any infringement of its property rights, and to provide the Company with any information necessary to protect and enforce such intellectual property rights. 

In addition, the Client shall refrain from distributing in any manner whatsoever, products that infringe the Company’s property rights. 

 

9.2 Intellectual property on elements belonging to the Users  

Users may share content on the Site that may be protected by copyright, trademark, design right and/or any other intellectual property right or personality right (hereinafter, “User Content”).  

The Users’ Content includes the content of their profile on the Site containing a presentation of their activity and, if applicable, texts and photographs (hereinafter, the “Users’ Presentation”).  

The Users grant the Company a license to use this Content allowing its reproduction on the Site.  

The Users guarantee to the Company the full and complete enjoyment, free of any servitude, of all the rights granted by the present license, and guarantee the Company against any disturbance or claim, eviction of any kind and any action for infringement, unfair competition or violation of confidentiality obligations due to the use of the Users’ Content on the Site (hereinafter, the “Claims”).  

Users hereby assume all liability, loss, costs, damages, expenses and attorneys’ fees that may result from such a Claim. 

Users also expressly acknowledge that the publication of the Users’ Submission on the Site does not infringe upon the rights of third parties or their own rights, in particular those relating to their personality attributes. The Company shall not be held liable in any way for the content of the Users’ Submission. 

 

ARTICLE 10. CONFIDENTIALITY 

Users acknowledge that, in the course of the performance of these TOS, they may have access to certain information and documents concerning the activities, projects, technologies, know-how and/or products of the Company and other Clients. 

Such confidential information and documents (hereinafter, the “Confidential Information”) are of considerable value to the Company and other Clients, which value would be threatened if their contents were disclosed to third parties, in particular to companies competing with the Company.  

Users agree to: (i) not to use in any way, for their own account and benefit or for the account and benefit of any third party said Confidential Information, except with the express prior consent of the Company or the relevant Client; (ii) to protect the confidentiality of said information with the same diligence as for its own confidential information; and (iii) to enforce this obligation of confidentiality by all of its employees, collaborators, and to any subcontractors. 

These use and non-disclosure obligations do not apply to information: 

• Which is already legitimately known to the User prior to communication of such information hereunder ; 

• Which is in the public domain without a breach of these TOS or fault of the User; 

• Which has been legitimately received from a third party not subject to a confidentiality obligation; 

• Which has been authorized in writing by the Company or another Client for publication; 

• That was independently developed by the User; or 

• Required to be disclosed by law or court order.  

This obligation shall remain in effect for a period of five (5) years after User first logs onto the Site, unless such information becomes public other than by User’s own action in violation of this confidentiality obligation. 

 

ARTICLE 11. LIABILITY 

The Company does not guarantee:  

• The accuracy of the information provided by Users on the Site; 

• The fact that the use of the Services in result in one or more Rentals.  

 

In any case, the Company will in no event be liable: 

• For any elements or data provided by the Users, the latter declaring and guaranteeing that they do not infringe any third party right and are in conformity with all applicable legal and regulatory provisions; 

• Of the adequacy between the profiles put in relation and the real needs of the Users; 

• Of any damage whatsoever which would result from the performance or the progress of the Rental, and in particular any damage which would be caused to the rented spaces and/or exhibited works of art ;  

• Any non-performance resulting from a case of force majeure. 

 

The Company’s liability may be engaged in case of proven fault or serious negligence and will be in such a case limited to direct and personal prejudices, excluding any indirect prejudice, of any nature whatsoever. 

In any event and under any circumstances whatsoever, in the event that the Company’s liability is incurred, the amount of compensation paid by the Company shall not exceed the amount (exclusive of tax) actually paid by the Client for the Order that gave rise to the damage. 

 

ARTICLE 12. GENERAL PROVISIONS 

12.1 Force majeure 

The Company shall not be liable for any failure to meet its obligations due to a case of force majeure as defined by the case law of the French courts. Notwithstanding the foregoing, the Company undertakes to immediately notify the Client of such an event and its consequences and to do everything possible to limit the effects of its failure to act. 

 

12.2 Assignment 

Neither party may assign any of its rights and obligations under these Terms of Services to any third party except with the other party’s prior written consent. This does not apply or is deemed to be an assignment requiring the Client’s agreement, in particular in the event of a merger, universal transfer of assets, or change of control. 

 

12.3 Severability 

If any court of competent jurisdiction finds any provision of these Terms of Services to be unenforceable or invalid, then the provision shall be ineffective to the extent of the finding, without affecting the enforceability or validity of these Terms of Services’ remaining provisions. 

 

12.4 No Waiver 

In no event should any failure by either party to raise a claim in connection with any terms or condition of these Terms of Services or any breach thereof, in any one or more instances, shall be deemed or construed to be a waiver of such term or condition or any subsequent breach thereof. 

 

12.5 Personal Data 

The provisions relating to the personal data transmitted by the Client to the Company to the Client, within the framework of the performance of the TOS, are provided in the “Agreement on Personal Data” in Appendix 1. 

 

12.6 Notifications 

Any notification required to be given under these TOS may be validly given, except as otherwise provided herein, by simple writing (simple mail, facsimile, or electronic mail) to the addresses set forth herein or such other address as may be subsequently notified in writing. 

 

12.7 Entire Agreement and modifications 

These Terms of Services and its appendix contain the entire, final, complete and exclusive agreement between the Parties and supersede any prior stipulation, undertaking or agreement, written or oral, between the Parties concerning the subject matter of these TOS.  

The Company may change these TOS at any time. The new TOS will come into force on the date of their publication on the Site, provided that the User has been informed of their publication online. 

 

12.8 Applicable law and Jurisdiction 

These Terms of Services will be governed by and interpreted in accordance with the substantive laws of France. Any dispute relating to the formation, interpretation, performance, or termination of these Terms of Services, even in case of multiple defendants, shall, absent an amicable settlement thereof, be submitted to the exclusive jurisdiction of court with exclusive jurisdiction within the jurisdiction of the Paris Court of Appeals. 

 

ARTICLE 13. ENTIRE TERMS OF SERVICES  

These Terms of Services constitutes the entire Terms of Services and understanding between the parties relating to the subject matter of the Terms of Services and supersedes all prior writings, negotiations, representations or understandings with respect to the matters referred to herein.  

IN WITNESS WHEREOF, the parties hereto have caused the Terms of Services to be executed by their respective duly authorized representatives as of the date first written above.  

HOSTING USER    Name:____________________________  Signature:_________________________  Date:_____________________________

HOSTED USER    Name:____________________________  Signature:_________________________  Date:_____________________________

 

APPENDIX 1: AGREEMENT ON PERSONAL DATA

Version effective as of November 29, 2022

The Client expressly acknowledges that it has read this Data Protection Agreement (the “DPA”) and accepted it unconditionally prior to any Order. Any commencement of performance of the Services by the Company with the consent of the Client shall automatically constitute acceptance of the DPA by the Client without reservation. 

Within the framework of the performance of these Terms of Services, the Company will process personal data of the Client.  

The Company undertakes to comply with the applicable regulations and notably the applicable European provisions and regulations regarding the protection of Personal Data incumbent upon it, in particular European Regulation No. 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data (hereinafter “GDPR”) and the Data Protection Act No. 78-17 of 6 January 1978 as amended and / or any regulation replacing it, as well as any European regulation and all the recommendations, deliberations and other standards issued by the French Data Protection Authority (CNIL) (hereinafter “Applicable Regulations”).  

 

Article 1. Definitions 

In this respect, the parties give to the terms used in this Appendix the definitions referred to in the Applicable Regulations, including, but not limited to, “personal data”, “processing”, “controller”, “processor” etc. 

Other capitalized terms shall be deemed to have the same meaning as given in the TOS, or as given at the time of their first use in this DPA. 

 

Article 2. Description of purposes 

The purpose of the DPA is to determine the terms and conditions under which the parties agree on the terms and conditions for the processing of personal data in the context of the performance of the TOS.  

In this respect, it is provided between the parties that the Company acts as a data controller with respect to the personal data it processes in the context of the performance of the Services it offers to its Clients and, in particular, in the context of the Services subscribed to by the Client (the “Company’s Processing”). 

 

Article 3. General Obligations of the parties 

The Company undertakes, in its capacity as controller: 

• To process the data solely for the single purpose(s) of the Terms of Services within the framework of each Service and as detailed in Article 2 of this Appendix. 

• In this respect, the Company undertakes to provide to the other party the personal data referred to herein, provided that they are necessary for carrying out the Services concerned and for the sole purpose of the strict performance of the Terms of Services : the Company shall refrain from transmitting, communicating or transferring personal data for purposes, or to persons, outside the performance of these TOS;  

• To maintain in writing a record of all categories of processing activities carried out in the framework of the performance of these Terms of Services and in particular the processing operations described in Article 1 hereof. To ensure, in advance and throughout the duration of the processing, compliance with the obligations envisaged by the Applicable Regulations and to collaborate actively with the other party for this purpose as well as for the purpose of being able to provide evidence of compliance with such obligations; 

• To inform the other party, as soon as possible after the notification of any instruction, if it considers that all or part of the processing it carries out in the context of the Service constitutes a violation of the Applicable Regulations to any transaction likely to have an impact in the context of the performance of the Terms of Services; 

• To ensure the confidentiality of the personal data processed and to ensure that persons authorized to process such data under the undertake to comply with the obligation of confidentiality, or are subject to an appropriate legal obligation of confidentiality and, where appropriate, receive the necessary training in personal data protection; 

• To implement the technical and organizational means to ensure compliance with the principles of the data protection by design and data protection by default, as regards its tools, products, applications or services; 

• To respond diligently in writing to requests for information from the other party, within five [5] working days of the request, in order to (i) enable it to respond to requests for the exercise of the rights presented by the data subject under the conditions described in this Appendix or (ii) carry out impact assessments (iii) or respond to requests from data protection authorities or data protection officers; 

• To communicate to the other party the name and contact details of its data protection officer, if any; 

• More generally, to ensure compliance with the legal and regulatory obligations incumbent upon it, in particular under the Applicable Regulations regarding all other processing operations that it will perform in its capacity as controller outside the performance of the Terms of Services. 

 

Article 4. Processors (Subcontractors)  

Where, within the framework of the performance of these Terms of Services, the Company uses a processor, it shall ensure that the latter: 

• Provides sufficient guarantees regarding the compliance with the obligations incumbent upon it and that it takes the relevant technical and organizational steps to implement the processing, making the processor liable, by means of a legal instrument, for all the obligations imposed by the Applicable Regulations; 

• Commits to comply with an obligation of confidentiality; and is bound by a written agreement whose level of guarantee may not be lower than that of this Appendix; 

• Ceases immediately the processing of such data, should such a guarantee no longer exist. 

 

Article 5. Data transfer 

In the event that the Company processes Data outside the European Economic Area (EEA) or to a country recognized by the European Commission as not offering an adequate level of protection of personal data, the Company undertakes to sign or to have signed by its potential subcontractor the standard contractual clauses proposed by the decision of the European Commission in their latest applicable versions, subject to the application of any other mechanism that complies with the Regulation on personal data.  

 

Article 6. Rights of the Data Subjects 

The Company ensures the exercise of the rights of the persons concerned. Therefore, it is possible for the Client, upon written request, to access the Personal Data concerning him/her, to ask for their modification or rectification, or to demand that they no longer appear in the Company’s database. 

• Under the right of access, the Client is entitled, in accordance with Article 15 of the GDPR, to question the Company in order to obtain: (i) communication of the Personal Data concerning him in an accessible form; (ii) confirmation that his Personal Data is or is no longer being processed; (iii) communication of the purposes of the processing, the categories of Personal Data processed and the recipients to whom his Personal Data is communicated; and (iv) the period of time for which his Personal Data is kept or the criteria used to determine such period. 

• In accordance with Article 16 of the GDPR, the right of rectification gives the Client the right to require the Company to rectify, complete or update his Personal Data when it is inaccurate, incomplete, equivocal or outdated. 

• Under the conditions provided for in Article 17 of the RGPD, the Client has a right to the deletion of his Personal Data, allowing him to ask the Company to delete his Personal Data as soon as possible, in particular when they are no longer necessary with regard to the purposes for which they were collected.  

• The Client also has the right to limit the processing of his Personal Data in the cases listed in Article 18 of the GDPR. He may thus request that his Personal Data be kept only for the purposes of (i) verifying the accuracy of the Personal Data he disputes; (ii) serving him in the establishment, exercise or defense of his legal rights and this even though the Company no longer has any use for it; (iii) to verify whether the legitimate reasons pursued by the Company prevail over his or her own in the event that he or she objects to processing based on the Company’s legitimate interest; (iv) to satisfy his or her request for limitation of the use of his or her data, rather than for erasure, in the event that the processing of his or her data is unlawful 

• In the circumstances provided for in Article 20 of the GDPR, the Client has a right to portability of his Personal Data, allowing him to retrieve from the Company the Personal Data he has provided to it, in a structured, commonly used and machine-readable format, for the purpose of transmitting it to another controller. 

• In accordance with Article 21 of the GDPR, the Client has the right to object, at any time, to the processing of his Personal Data for commercial prospecting purposes.  

• In accordance with Article 85 of Law 78-17 of January 6, 1978 on Data Processing, Data Files and Individual Liberties, the Client has the possibility of defining particular directives relating to the conservation, deletion and communication of his personal data post-mortem. These particular directives will only concern the processing carried out by the Company and will be limited to this perimeter only. 

 

To exercise its rights of access, rectification, deletion, limitation, portability and opposition referred to above, the Client must send its request by e-mail to the following address: contact@musesquare.com 

The Company will provide the person exercising one of these rights with information on the measures taken, as soon as possible and in any event within one (1) month of receiving the request. This period may be extended by two (2) months, taking into account the complexity and number of requests. The Company may verify the identity of the individual before acting on the request.  

If the Company does not act on the request, it will inform the person as soon as possible, and at the latest within one (1) month of receiving the request, of the reasons for its inaction and of the possibility of lodging a complaint with a supervisory authority and of lodging a legal appeal. 

The exercise of these rights is free of charge. However, in the event of a manifestly unfounded or excessive request, the Company reserves the right to (i) require payment of a fee to cover administrative costs, or (ii) refuse to comply with such requests. 

 

Article 7. Personal Data Breach 

 

Insofar as it is likely to have an impact in the performance of these Terms of Services, the Company commits :  

• To inform the Client, as soon as possible, of any event of which it is aware and which is likely to constitute a risk for the security of personal data as well as all necessary information as described by the Applicable Regulations and / or by competent authorities (including the nature of the personal data breach with the categories and the approximate number of data subjects, as well as the approximate number of personal data records, the likely consequences of the breach, the measures taken to remedy the personal data breach and its consequences); 

• To take reasonable steps to mitigate the effects and minimize the damaging consequences of any unlawful access to personal data on equipment and/or premises of the party concerned, as soon as it becomes aware thereof. 

 

Such notification shall be accompanied by all relevant documentation to enable the Client, where applicable, to notify the relevant supervisory authority of such violation. It shall be transmitted to the Client by any means agreed between the parties, including by e-mail and shall drafted in clear and plain language. 

 

Article 8. Security measures 

The Company undertakes to implement and maintain the security measures described below:  

• Means to guarantee data confidentiality, the integrity and the availability; 

• Means enabling to restore the availability of data and access thereto in a timely manner in the event of an incident of any nature whatsoever; 

• A procedure to test, analyze and regularly assess the effectiveness of technical and organizational measures to secure the processing; 

• To make personal data accessible and searchable only to those duly empowered and authorized by virtue of their duties and capacities, strictly within the limits of what is necessary for the performance of their duties. 

 

Security measures may evolve in response to technological developments in this area. Each of the parties reserves the right to modify such appropriate security measures provided that the operation and security of the Services are not altered, and always with the aim of improving the security conditions with regard to the Applicable Regulations. No evolution may lead to a reduction of the security level. 

 

Article 9. Cooperation 

The parties commit to cooperate with each other and with the supervisory authority, at the request of the latter, while carrying out the Services by the Company. 

 

Article 10. Modifications 

The Company may change the DPA at any time. The new DPA will come into force as of their communication by any written means and acceptance by the Client. The continuation of the Company’s engagement by the Client so informed will be deemed to have been made by consenting to the new version of the PAD. 

 

TERMS OF USE 
 

Last updated on November 29, 2022 
 

IMPORTANT: 

 

IT IS EXPRESSLY AGREED THAT ACCESS TO THE WEBSITE MUSESQUARE.COM/FELLOWSHIP AND ANY OF ITS CONTENTS AND APPLICATIONS FOR ANY PURPOSE WHATSOEVER IMPLIES THE USER’S UNRESTRICTED ACCEPTANCE AND COMPLIANCE WITH THESE TERMS OF USE. THE USER THEREFORE DECLARES HAVING READ AND UNDERSTOOD THE TERMS OF USE. 

 

IN THE EVENT OF RESERVATIONS OR DISPUTES REGARDING ALL OR PART OF THE PROVISIONS OF THESE TERMS OF USE, THE USER ACKNOWLEDGES THAT HE OR SHE WILL NO LONGER HAVE THE RIGHT TO ACCESS THE SITE. 

 

ARTICLE 1. DEFINITIONS 

 

For the purpose of these terms of use, words, terms and expressions hereafter, when used in singular or plural with initial capital letters, if not defined elsewhere in these terms of use, shall have the meanings set forth below, or at their first use: 

 

“Company”: shall mean MS Editions, a simplified joint-stock company duly organized and existing under the laws of France, registered with the Trade and Corporations Register of Versailles under identification number 878 522 010, publisher of the Site.  

 

“Content”: shall include, but is not limited to, the structure of the Application, editorial content, pictures, illustrations, images, photos, graphic charts, trademarks, logos, acronyms, corporate names, audio-visual works, multimedia, visual content, audio content, as well as any other content included in the Application and/or all other elements the Application is composed of, including content shared by the participants during a session. 

 

“Cookie(s)”: shall mean a text file that may be saved, subject to the User’s choices, in a dedicated space on the User’s Terminal hard disk when consulting an online service using his or her browser software. A Cookie file allows its sender to identify the Terminal in which it is registered, during the period of validity or registration of the Cookie. 

 

“Fellowship”: shall mean the network of galleries and exhibition space rental company made available and accessible via the Site and the Services.  

 

“Login Identification”: shall mean a confidential identifier (in the form of an email address or other) and password allowing access to the User Account and certain content on the Site. 

 

“Navigation Information(s)” or “Navigation”: shall mean the information relating to the connection of a Terminal to an electronic communication service at a given time. The Company (and/or authorized service providers and agents) may process Navigation Information, even if it does not necessarily know which Terminal the User is using, nor who the User is at a given time. 

 

This Navigation Information include, in particular: 

 

• The IP (Internet Protocol) address of the Terminal connected to the Internet; 

 

• The date and time of connection of a Terminal to an electronic communication service; 

 

• The url (/Internet address) of the Internet page from which the Terminal accessing an electronic communication service comes (“referer”); 

 

• The type of operating system used by the Terminal (Windows, MacOs, Linux, Unix, BeOS, etc.); 

 

• The type and version of the Browsing software used by a Terminal (Internet Explorer, Safari, Firefox, Chrome, Opera, etc.); 

 

• The language of the Navigation software used by the Terminal; 

 

• The identifier and content of a Cookie file stored by the Company (and/or authorized service providers and agents) on the Terminal. 

 

“Personal data”: shall mean, within the framework of the policy on the use of Cookies, the data that refer only to the User at a given time, regardless of the Terminal that he/she uses. 

 

“Services”: shall mean the services provided by the Company to connect Users together in order to allow Users to propose or seek the rental of exhibition spaces, to  monetize their walls (hereinafter, the “Fellowship Services”) and the associated services in terms of shipping, catering, marketing and communication (hereinafter, the “Art City Swap Services”).  

 

“Site”: shall mean the website https://musesquare.com/fellowship/ where the Company offers its Services to the Users. 

 

“Terminal(s)”: shall mean the hardware equipment (computer, tablet, smartphone, telephone, etc.) that the User uses to consult or view a site, application, advertising content, etc.  

 

“Terms of use” : shall mean all of the stipulations provided for herein, the purpose of which is to define the terms and conditions and rules of access and use of the Site, as well as the information contained therein. 

 

“User”: shall mean any user of the Site, provided that he or she is an artist, an art gallery or any person acting on behalf of an art gallery, provided that he or she has obtained prior authorization from the rights holders (owners and/or manager of the art gallery).  

 

“User Account”: shall mean a space reserved for a User who has an account, and which is accessible after registration on the Site via a Login Identification and allowing him/her to access certain content on the Site. 

 

ARTICLE 2. PURPOSE OF THESE TERMS OF USE 

 

These Terms of use govern the terms and conditions of use of the Site by any User. 

 

The original version of these Terms of Use are written in French, which shall constitute the only controlling version and prevails over any other version in the event of a contradiction or for interpretation purposes. 

 

Any order of respectively Fellowship Services and/or Art City Swap Services placed on the Site is governed by the Company’s applicable terms of service accessible via the link below: https://musesquare.com/customer-care/#terms-conditions  and https://musesquare.com/artcityswap/terms-conditions 

 

ARTICLE 3. ACCESS AND USE OF THE SITE 

 

Access to the Site and/or the Application is made via the Internet. To do so, the User must have a terminal for accessing Internet content and Internet access. The User is personally liable for possessing and securing said means of access and Internet access as well as the associated costs, which will be invoiced to the User directly by the service providers concerned.  

Consequently, the Company shall not be held liable for any damage that may be suffered while browsing the Site by the User’s technical environment and, in particular, his/her computers, software, network equipment and any other device used to access or use the service and/or information.  

Similarly, the Company shall not be held liable in the event of interruption of the networks providing access to the Site, total or partial unavailability of the Site resulting in particular from the telecommunications operator, in the event of transmission errors or problems related to the security of transmissions, in the event of failures of the User’s receiving equipment or telephone line.  

To use the Site, the User must be at least 18 years of age (or any legal age of majority in his country of residence), and be legally capable of contracting and using this Site in accordance with these Terms if use, for his own account as an art gallery, or on an art gallery’s name.  

Certain sections of the Site are only accessible by User identification, requiring the prior creation of a User Account with a Login Identification. 

The Company confirms the creation of the User Account by e-mail sent to the e-mail address that the User will have provided.  

It is reminded that the Login Identification is strictly confidential and personal. In this respect, the User undertakes to take all necessary measures to ensure their confidentiality and not to disclose the Login Identification to third parties.  

In the event that the User notices any abnormal or fraudulent use of his/her Login Identification, he/she shall notify the Company as soon as possible.  

The Company reserves the right to modify, correct or delete content or to temporarily interrupt the Site, in particular for maintenance purposes, at any time, without prior notice and without compensation. 

In any event, access to the Site by Users is subject to: (i) the creation and validation of a User Administrator Account by the Company; and (ii)  the acceptance of these Terms of use by the Administrator.  

 

ARTICLE 4.  USERS’ OBLIGATIONS 

 

When using the Site, the User undertakes to comply with the laws and regulations in force, to respect the rights of third parties and comply with the provisions of these Terms of use. 

 

Each User has the obligation: 

 

• To provide accurate, truthful, up-to-date and complete information when creating a User Account; 

 

• To update the information provided when creating a User Account without delay if this information changes; 

 

• Not to use the Site to commit crimes, misdemeanors or contraventions punishable by law; 

 

• Not to use the information on the Site directly or indirectly for commercial purposes;  

 

• Not to use the information on the Site and/or in the Application for use by a competing site or by another site as a comparator site; 

 

• Not to denigrate the Site and/or the Application; 

 

• Not to attempt to divert Internet users to another site or a competitor; 

 

• To Use the Site in accordance with the purpose described in these Terms of Use. 

 

The Company reserves the right, at any time and at its sole discretion, to suspend or remove access to the Site to one or more Users and to take all measures against them, if the Company considers that such User(s) do not comply with the Terms of Use. 

 

ARTICLE 5. ENTRY INTO FORCE – DURATION 

 

These Terms of use are concluded for an indefinite period from the first access to the Site and for as long as they are applicable under the conditions specified in article 6 below. 

 

ARTICLE 6. MODIFICATION OF THE TERMS OF USE 

 

The Company reserves the right to modify the Terms of use, at any time. 

 

Revised Terms of use bearing the modifications will enter into force from their date of publication on the Site and/or the Application, subject to the prior notification and consent of the User. 

 

They shall be considered fully accepted by all Users who access and continue to use the Site and/or the Application after their publication. 

 

ARTICLE 7. PRIVACY POLICY 

 

The Company would like to remind the User of its commitment to apply the obligations of the amended Statute 78-17 of 6 January 1978 relating to information technology, files and freedoms and the provisions of EU Regulation 2016/679 of 25 May 2018 on data protection (hereinafter, the “GDPR”) regarding the personal information that the User may be led to communicate to it in the context of its Navigation on the Site. 

 

The Privacy Policy, presented at the following address, details the terms and conditions applicable to the collection and processing of Users’ personal data on the Site: https://musesquare.com/, https://musesquare.com/fellowship/, https://musesquare.com/media and https://musesquare.com/artcityswap/. 

 

ARTICLE 8. COOKIES 

 

When consulting the Site, the technical data that may be recorded, in connection with access to or use of the Site, are the User’s Internet Protocol (IP) address and information relating to the configuration (type of machine, browser, etc.) and navigation (date, time, pages consulted, occurrence of errors, etc.) of the User. 

 

This latter information may be stored, via the User’s browser software, in short text files (cookies), subject to the Users’ choices, in a dedicated space on the Company’s disk and/or its partners process this technical data in a completely anonymous manner, not attaching it to any information enabling the User to be identified, and do not transmit it to third parties. 

 

Each cookie is assigned an anonymous identifier. The cookie file enables its issuer to identify the terminal in which it is stored during the period of validity or registration of the cookie concerned.  

 

8.1 Purpose of cookies issued on the Site 

 

Cookies, depending on their category, are used for the following purposes: 

 

• The essentially technical cookies  

 

A first category of cookies are those that are strictly necessary for the use of the Site. They are indispensable for browsing the Site while taking advantage of all its functionalities (support of the Internet user’s operating system, display, etc.). They allow certain functionalities and the presentation of the Site to be adapted to the browser and the material of the Users. They are essentially technical cookies that do not identify the User as an individual. 

 

 

• Cookies for audience measurement  

 

Another category of cookies are those that measure performance. These cookies make it possible to establish statistics and volumes of frequentation and use of the various services of the Site. Their purpose is to enable the Company to improve the comfort of Users. These cookies do not identify the User as an individual. 

 

Some audience measurement cookies allow the Company to measure visits to certain areas dedicated to its partners and to analyze these visits, namely:  

 

• Facebook: (Facebook Ireland Limited — 4 Grand Canal Square, Grand Canal Harbour Dublin 2, Ireland) in order to analyze the traffic and actions undertaken on the Site;  

 

• Instagram: (Instagram, Inc. — 181 South Park Street Suite 2 San Francisco, CA 94107 United States); 

 

• Vimeo (Vimeo, Inc. — 555 West 18th Street New York, New York 10011, USA): tool for the follow-up and analysis of videos offered on the Site; 

 

• MailChimp: (The Rocket Science Group, LLC — 675 Ponce de Leon Ave NE, Suite 5000, Atlanta, GA 30308 USA); 

 

• Google Analytics: (Google Inc. — 1600 Amphitheatre Parkway, Mountain View, CA 94043, USA) in order to analyze the traffic and actions undertaken on the Site;  

 

• Google Adwords (Google Inc. — 1600 Amphitheatre Parkway, Mountain View, CA 94043, USA) in order to analyze the traffic and actions undertaken on the Site;  

 

• Zoho CRM (Churchilllaan 11 (17th Floor), 3527 GV Utrecht, The Netherlands). 

 

These first two categories of cookies are only used for the purposes of establishing usage statistics, preventing errors, preventing infringement and counterfeiting of the Site or improving the conditions of access to or use of the Site.  

 

• Functionality Cookies  

 

A third category of cookies concerns functionality. They make it possible to simplify the User’s navigation. Indeed, they allow to record some of the User’s choices (language, User name, country, information relating to a previously entered form, etc.). 

 

• Cookies from social networks 

 

Another category of Cookies comes from social networks: these Cookies, issued by third parties, allow the user to share the content of the Site with other people. This is the case, for example, of the “Share” or “Like” application buttons from social networks such as “Facebook”, “Instagram”, “Twitter”, “LinkedIn”. 

 

The Company draws the attention of Users to the identification that such a button allows. Indeed, the social network that provides this type of application button is likely to identify the User thanks to this button, even if the User has not clicked on it when consulting the Site. Indeed, certain cookies allow the social network concerned to follow the User’s navigation on the Site, as long as the User’s account with this social network is activated on his terminal during his navigation on the Site. 

 

The Company has no control over the process used by the social networks to collect information relating to the User’s browsing on the Site and associated with the Personal Data they have at their disposal. The User is invited to consult the privacy protection policies of these social networks in order to be aware of the purposes of use, in particular advertising, of the browsing information that they may collect through these application buttons. 

These protection policies must in particular allow the User to exercise his choices with these social networks, in particular by setting up his user accounts for each of these networks. 

 

• Targeted advertising Cookies  

 

Lastly, a last category of cookies concerns the targeted advertising Cookies. 

 

These Cookies make it possible to offer the User advertising content that is targeted with regard to his or her centers of interest. These Cookies are deposited by the Company’s partners. 

 

The Company does not manage its partners’ Cookies and has no control over them. 

 

8.2 The User’s choices regarding Cookies 

 

The User may, at any time, set their browser to modify their choices regarding Cookies. Setting up the Internet browser is an efficient and free way to determine, upstream, the management of Cookies. 

 

8.2.1 Cookies agreement 

 

The registration of a Cookie in a Terminal is essentially subject to the will of the Terminal User, which the latter may express and modify at any time and free of charge through the choices offered by his Navigation software. If the User has accepted in his Browsing software the registration of Cookies in his Terminal, the Cookies integrated in the pages and contents that he has consulted may be temporarily stored in a dedicated area of the relevant Terminal. They can only be read there by their sender. 

 

8.2.2 Refusal of Cookies 

 

If the User refuses to save Cookies in his Terminal, or if the User deletes those saved there, he will no longer be able to benefit from a certain number of functionalities that are nevertheless necessary to navigate in certain areas of the Site.  

 

This would be the case if the User tried to access content or services that require the User to identify himself.  

 

This would also be the case if the Company or its service providers could not recognize, for technical compatibility purposes, the type of browser used by the User’s Terminal, its language and display settings or the country from which the Terminal in question appears to be connected to the Internet. 

 

Where applicable, the Company declines all responsibility for the consequences related to the degraded operation of its services resulting from the impossibility for it to record or consult the Cookies necessary for their operation and which the User will have refused or deleted. 

 

The period of validity of the consent to the deposit of Cookies is six (6) months. At the end of this period, the User’s consent is collected again. 

 

8.2.3 How to exercise the choices according to the Browser used by the User? 

 

The settings for Cookie management depend on the User’s browser. 

 

As an indication, the User may oppose the recording of Cookies by configuring his browser as follows: 

 

For Internet Explorer: 

 

• Go to Tools > Internet Options. 

 

• Click the Privacy tab, and under Settings, select Advanced. 
• Choose whether he/she wants to allow, block, or be prompted to set the desired configuration for internal and third-party cookies. 

 

• Learn more: https://support.microsoft.com/en-us/windows/delete-and-manage-cookies-168dab11-0753-043d-7c16-ede5947fc64d  

 

For Firefox: 

 

• At the top of the Firefox window, click on the shield, located on the left in the address bar. 

 

• Select protection setting 

 

• Select the tracking protection he/she prefers.  

 

• Find out more: https://support.mozilla.org/en-US/kb/enhanced-tracking-protection-firefox-desktop?redirectslug=Enabling+and+disabling+cookies&redirectlocale=en-US  

 

For Chrome: 

 

• Click on the wrench icon in the browser toolbar. 

 

• Select Settings. 

 

• Click Show Advanced Settings. 

 

• In the Privacy section, click the Content Settings button. 

 

• In the “Cookies” section, he/she can block cookies and data from third-party sites. 

 

• For more information: https://support.google.com/chrome/answer/95647?hl=en  

 

For Safari: 

 

• Go to Settings > Preferences 

 

• Click on the Privacy tab 

 

• In the “Block Cookies” area, check the “always” box. 

 

• For more information: https://support.apple.com/en-gb/guide/safari/sfri11471/mac 

 

For Opera:  

 

• Go to Settings > Preferences 

 

• Click on the advanced tab and click on “Privacy & security”. 

 

• In the “cookies” area, check the box “Never accept cookies”. 

 

• For more information: https://help.opera.com/en/latest/web-preferences/#cookies   

 

ARTICLE 9. LIMITATION OF LIABILITY 

 

The Company shall in no case be held liable for any direct or indirect damage of any nature whatsoever resulting from any use of the Site by Users.  

 

The Company strives to ensure, to the best of its ability, the accuracy and updating of the information published on the Site, which it reserves the right to correct the content at any time and without notice. 

The Site may contain links to other sites. As these websites are published and managed by third parties, and insofar as the Company has no control over the content published on these sites, the User shall refrain from taking any legal action against the Company in relation to the content of these sites or their use. 

 

The Company shall not be liable for any damages arising out of the use or inability to use the Site. 

 

The Company shall not be liable for any malfunctions caused by software, whether or not incorporated in or provided with the Site. 

 

ARTICLE 10. INTELLECTUAL PROPERTY 

 

10.1 Intellectual Property on the elements present on the Site and belonging to the Company 

 

Access to the Site confers on Users a personal and non-exclusive right to use and access the Site. 

 

All the elements contained on the Site and the Site itself are protected by copyright, trademark, design and model law and/or any other intellectual property right.  

 

For the purpose of this section “elements” shall mean, notably: photographs, images, drawings, illustrations, texts, videos, logos, screensavers, wallpapers, trademarks, models, software, etc. 

 

These elements belong to the Company or are used with the agreement of their owners.  

 

Except for consulting or accessing the Site, no other right (license, title, other) is granted to User in connection with the Company’s intellectual property rights.  

 

Any reproduction, transmission, broadcast, use, adaptation, modification, incorporation, translation, marketing, in whole or in part by any process and on any medium whatsoever (paper, digital, etc.) is prohibited, without the prior written authorization of the Company. 

 

10.2 Intellectual Property on the element belonging to the Users 

 

Users may share content on the Site that may be protected by copyright, trademark, design right and/or any other intellectual property right or personality right (hereinafter, “User Content”).  

 

The Users’ Content includes the content of their profile on the Site containing a presentation of their activity and, where applicable, texts and photographs (hereinafter, the “Users’ Presentation”).  

 

The Users grant the Company a license to use this Content allowing its reproduction on the Site.  

 

The Users warrants to the Company the full and complete enjoyment, free of any servitude, of all the rights granted by the present license, and guarantee the Company against any disturbance or claim, eviction of any kind and any action for infringement, unfair competition or violation of confidentiality obligations due to the use of the Users’ Content on the Site (hereinafter, the “Claims”).  

 

Users hereby assume all liability, losses, costs, damages, expenses and attorneys’ fees that may result from any such Claim. 

 

Users also expressly acknowledge that the publication of the Users’ Submission on the Site does not infringe upon the rights of third parties or their own rights, in particular those relating to their personality attributes. The Company shall not be held liable in any way for the content of the Users’ Submission. 

 

ARTICLE 11. CONFIDENTIALITY 

 

Users acknowledge that, in the course of their use of the Site, they may have access to certain information and documents concerning the Company’s activities, projects, technologies, know-how and/or products. 

Such confidential information and documents (hereinafter, the “Confidential Information”) are of considerable value to the Company, which value would be threatened if their content were disclosed to third parties, in particular to companies competing with the Company.  

 

Users agree to: (i) not to use such Confidential Information in any way, for their own account and benefit or for the account and benefit of any third party, except with the express prior consent of the Company; (ii) to protect the confidentiality of such information with the same diligence as for its own confidential information; and (iii) to enforce this obligation of confidentiality by all of its employees, collaborators and to its possible subcontractors. 

 

These use and non-disclosure obligations do not apply to information: 

 

• which is already legitimately known to the User prior to communication of such information hereunder; 

 

• which is in the public domain without a breach of these Terms of use or any fault of the User; 

 

• which has been legitimately received from a third party not subject to a confidentiality obligation; 

 

• that the Company has authorized in writing for publication; 

 

• that was independently developed by the User; or 

 

• that is required to be disclosed by law or court order.  

 

This obligation shall remain in effect for a period of five (5) years after User first logs onto the Site, unless such information becomes public other than through User’s breach of this obligation of confidentiality. 

 

ARTICLE 12. FORCE MAJEURE 

 

The Company offers no guarantee as to the uninterrupted operation and/or continuity of the Site in the event of force majeure or fortuitous events as defined by the regulations in force, and by the jurisprudence of the French courts. 

 

ARTICLE 13. SEVERABILITY 

 

If any court of competent jurisdiction finds any provision of these Terms of use to be unenforceable or invalid, then the provision shall be ineffective to the extent of the finding, without affecting the enforceability or validity of these Terms of use’s remaining provisions.  

 

ARTICLE 14. GOVERNING LAW – JURISDICTION AND VENUE 

 

These Terms of use will be governed by and interpreted in accordance with the substantive laws of the Republic of France.  

 

In the event that a dispute arises from this contractual relationship, and subject to the public policy provisions applicable to jurisdiction, the courts within the jurisdiction of the Paris Court of Appeal shall have sole jurisdiction to hear any dispute relating to these Terms of use. 

 

ARTICLE 15. ENTIRE TERMS OF USE  

These Terms of Use constitute the entire Terms Of Use and understanding between the parties relating to the subject matter of the Terms Of Use and supersedes all prior writings, negotiations, representations or understandings with respect to the matters referred to herein.  

IN WITNESS WHEREOF, the parties hereto have caused the Terms Of Use to be executed by their respective duly authorized representatives as of the date first written above.  

HOSTING USER    Name:____________________________  Signature:_________________________  Date:_____________________________

HOSTED USER    Name:____________________________  Signature:_________________________  Date:_____________________________