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Terms of Services

Please read these terms of service carefully. They contain important information about your rights, remedies and legal obligations. If you do not agree to these Terms of Service, or any part of them, you may not use or access the Service.

Disclaimer: If you (or the registered office of your organization or business) are located in the United States ofAmerica, Canada, the United Kingdom or any state of the European Union, by agreeing to these Terms, you agree (with certain exceptions) to resolve any dispute between you and us through binding individual arbitration, rather than in court. Please read carefully the section entitled “Dispute Resolution”; below for important details regarding arbitration.
These clauses constitute a legally binding agreement between Société MAYFAIR VILLAGE (whose contact
details appear below) and yourself (as an individual if you are using the product for your personal use, or your employer, if you are using the service on its behalf and have the power to legally bind it).
By creating an account (“Account”), accessing or using the Service, or otherwise indicating your acceptance of these Terms of Service, you acknowledge that you have read, understand and agree to be bound by these Terms of Service, whether or not you create an account and whether or not you are a registered member (“Member”) of the Service and whether or not you submit data, text, information or other content through the Service, whether directly or through a web link (collectively, “Your Content”).
We reserve the right, at our sole discretion, to change, modify, add or remove portions of these Terms of Service at any time, with or without notice. In such event, we will post the new version of these Terms of Service on our site and, if you are a member, we will endeavor to notify you by e-mail, using the most recent e-mail address (if any) associated with your account.
We will indicate at the top of the Terms of Service when they were last revised. Any new or different Terms of Service will be effective immediately upon posting, and your continued use of the Service after such posting will constitute your acceptance of the new Terms of Service, which will apply to your use of the Service after such posting.
If you do not agree to abide by any version of these Terms of Service, you may not use or access (or continue to use or access) the Service. You are responsible for regularly reviewing the Terms of Service for any changes.

Use of the product and related services

By using the service or by creating an account and registering as a member, you :

Represent that you are of legal age to enter into a binding contract and that you are not a person prohibited from receiving services under the laws of the United States or any other applicable jurisdiction; acknowledge that we collect and aggregate data regarding service user behavior, traffic and other interactive and telemetric information and that, both during the period you are a member and after termination or cancellation of your account, we may retain and use all such data to improve and market the service, as well as our other products and services, provided that such data does not identify you and that you cannot be identified by any further processing of such data.

– are informed that if you upload documents belonging to you to the application, these documents will be stored in the MAYFAIR VILLAGE Company’s archiving system for your exclusive use and that of the teams you have registered. This means that you will be able to access them at any time on your own initiative, and that you retain 100% ownership and exclusive, worldwide, fully paid, perpetual, irrevocable rights to them. For its part, MAYFAIR VILLAGE is expressly and irrevocably prohibited from using, displaying, performing, copying, modifying, creating derivative works from and distributing any such content that is your property.
– you are responsible for all activities relating to your account and content. If you are using the service on behalf of your employer or another person or entity, it is your responsibility to ensure that you have all necessary rights, licenses and permissions to use the service and upload your content for review. We have no obligation to review your content or the terms associated with it.

You must be thirteen (13) years of age or older to access or use the Service. By registering as a member or accessing or using the service, you represent and warrant that you (including any individual user, if you are an entity) are at least thirteen (13) years old. If you are under 13, you must have your parent’s or guardian’s explicit permission to use the service and you must use an account created by your parent or guardian. Membership and access to the service are void where prohibited.

Paid Subscription

– represent that you are of legal age to enter into a binding contract and that you are not a person prohibited from receiving services under the laws of the United States or any other applicable jurisdiction;

– acknowledge that we collect and aggregate data regarding service user behavior, traffic and other interactive and telemetric information and that, both during the period you are a member and after termination or cancellation of your account, we may retain and use all such data to improve and market the service, as well asmour other products and services, provided that such data does not identify you and that you cannot be identified by any further processing of such data.

– are informed that if you upload documents belonging to you to the application, these documents will be stored in the MAYFAIR VILLAGE Company's archiving system for your exclusive use and that of the teams you have registered. This means that you will be able to access them at any time on your own initiative, and that you retain 100% ownership and exclusive, worldwide, fully paid, perpetual, irrevocable rights to them. For its part, MAYFAIR VILLAGE is expressly and irrevocably prohibited from using, displaying, performing, copying, modifying, creating derivative works from and distributing any such content that is your property.

– you are responsible for all activities relating to your account and content. If you are using the service on behalf of your employer or another person or entity, it is your responsibility to ensure that you have all necessary rights, licenses and permissions to use the service and upload your content for review. We have no obligation to review your content or the terms associated with it.

You must be thirteen (13) years of age or older to access or use the Service. By registering as a member or

accessing or using the service, you represent and warrant that you (including any individual user, if you are an entity) are at least thirteen (13) years old. If you are under 13, you must have your parent’s or guardian’s explicit permission to use the service and you must use an account created by your parent or guardian. Membership and access to the service are void where prohibited.

Duration and termination

– represent that you are of legal age to enter into a binding contract and that you are not a person prohibited from receiving services under the laws of the United States or any other applicable jurisdiction;
– acknowledge that we collect and aggregate data regarding service user behavior, traffic and other interactive and telemetric information and that, both during the period you are a member and after termination or cancellation of your account, we may retain and use all such data to improve and market the service, as well as our other products and services, provided that such data does not identify you and that you cannot be identified by any further processing of such data.

– are informed that if you upload documents belonging to you to the application, these documents will be stored in the MAYFAIR VILLAGE Company's archiving system for your exclusive use and that of the teams you have registered. This means that you will be able to access them at any time on your own initiative, and that you retain 100% ownership and exclusive, worldwide, fully paid, perpetual, irrevocable rights to them. For its part, MAYFAIR VILLAGE is expressly and irrevocably prohibited from using, displaying, performing, copying, modifying, creating derivative works from and distributing any such content that is your property.
– you are responsible for all activities relating to your account and content. If you are using the service on behalf of your employer or another person or entity, it is your responsibility to ensure that you have all necessary rights, licenses and permissions to use the service and upload your content for review. We have no obligation to review your content or the terms associated with it.

You must be thirteen (13) years of age or older to access or use the Service. By registering as a member or accessing or using the service, you represent and warrant that you (including any individual user, if you are an entity) are at least thirteen (13) years old. If you are under 13, you must have your parent’s or guardian’s explicit permission to use the service and you must use an account created by your parent or guardian. Membership and access to the service are void where prohibited.

Your content - Confidentiality

You are solely responsible for the content you upload to our application for the purposes of extracting, structuring and comparing your data with external data. You represent and warrant that your content does not and will not infringe:

(a) the intellectual property or other rights of any third party,

(b) any applicable law, regulation or rule,

(c) any agreement or conditions applicable to your content;

You understand and agree that we may, but are not obligated to, review, edit, delete, modify, remove or filter your content for any reason, including if we believe your content may violate these Terms of Use. We acknowledge that your content is your sole and exclusive property, and that you own 100% of the right, title and interest in it. We strictly prohibit collecting, using and sharing the content of documents uploaded to our application in accordance with these terms of use and our privacy policy.

Prohibited uses

You may only use the Service in accordance with these Terms of Use, to the extent permitted by law (including applicable export and re-export control laws and regulations).  You may not use the Service in any illegal, abusive or otherwise inappropriate manner that interferes with or diminishes the use and enjoyment of the Service by others, or in any manner that subjects us or any other user of the Service to liability.  Without limiting the generality of the foregoing sentence, by way of example only, you may not do any of the following:

– modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative works of any part of the Service for any purpose whatsoever;

– transfer, sublicense, rent, lease, loan, rent or otherwise redistribute the Service, your account or your access to the Service to any third party;

– send, upload, create or distribute any unlawful, libelous, defamatory, harassing, abusive, fraudulent, infringing, obscene or otherwise objectionable content or information;

– intentionally create or distribute malware, viruses, worms, Trojan horses or anything else of a harmful or deceptive nature;

– conduct or encourage illegal activities, including, but not limited to, fraud, pyramid schemes, illegal peer-to-peer file sharing or any activity prohibited by applicable law, as well as researching and obtaining data for the purpose of manufacturing weapons of any kind from chemical compounds.

– create or transmit content or information that is or could be harmful to minors;

– misrepresent yourself or the source of your content;

– illegally transmit proprietary information or data, or any other intellectual property, without the valid consent or license of the owner;

– use the service to violate the legal rights of others, or use any part of the service for the purpose of generating or facilitating “spam” (i.e. unsolicited commercial e-mail), including but not limited to sending e-mail in violation of the CAN-SAFE Act :

– sending e-mail in violation of the CAN-SPAM Act or any other applicable anti-spam legislation;

– sending unsolicited e-mail to a large number of e-mail addresses belonging to persons or entities with whom you have no pre-existing relationship or who have asked you not to send them e-mail;

– disclose the e-mail address of a person, entity or group without their knowledge or consent.

– interfere with the use or enjoyment of the service by other users.

If you engage or attempt to engage in any of the foregoing activities or uses, or if you use the Services in violation of the foregoing or these Terms of Use or in a manner we deem inappropriate, we may suspend or terminate your account and your access to the Services

Copyright policy. DMCA takedowns

We recognize and respect the intellectual property rights of others.  If you are a copyright owner or an agent of a copyright owner and believe that any content or material on the Service infringes your copyright, you may submit a written notification to our Copyright Officer the following information:

 

– A physical or electronic signature of the owner of the allegedly infringed right or of a person authorized to act on his or her behalf;

– Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such copyrighted works;

– Identification of the allegedly infringing material and information reasonably sufficient to permit us to locate the material on the service;

– Information reasonably sufficient to permit us to contact the owner or agent, such as an address, telephone number and email address;

– A statement that the owner or agent has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and

– A statement that the information in the notification is accurate and, under penalty of perjury, that you are the owner or authorized to act on the owner’s behalf of an exclusive right that is allegedly infringed.

 

The copyright agent designated to receive notifications of alleged infringement (or a counter-notification, if you believe your content has been wrongly removed) can be reached at the following address:

cedric.paasche@mayfairvillage.io

 

You agree that any misrepresentation of a material fact in a written notification automatically renders you liable for all damages, costs and attorneys’ fees incurred by us in connection with the written notification and the alleged copyright infringement.

Chemy Lane application and third-party accounts

Our solution may contain links to other websites, and/or the Service may allow you to connect to third-party services (for example, to transmit your content from the third-party site or service to the Service) (such websites or services, each a “Third-Party Service”). We are not responsible for the content, accuracy or opinions expressed in such Third Party Services, and we do not investigate, monitor or verify the accuracy or completeness of such Third Party Services. The inclusion of a linked third-party service on or through the Service does not imply that we endorse or support the third-party service. If you decide to access or use any Third Party Service, you do so at your own risk and may be subject to the terms and policies of third parties (“Third Party Terms”).

In addition, we may allow you to connect to the Service through various third-party online services. If you choose to connect in this way, we will ask you to authenticate, register or connect to that third-party service through its respective provider. As part of this integration, this third-party service will give us access to certain information you have provided to it, and we will use, store and disclose such information in accordance with these Terms of Service and our Privacy Policy. Please remember, however, that the manner in which a third-party service uses, stores and discloses your information is governed solely by that third-party service’s terms of use, and that we are not responsible for the privacy practices or other actions of any third-party service that may be enabled as part of the Service.

Our Intellectual Property Rights in the Service and Feedback

Excluding your Content, as between you and us, the Service, including all of its content, features and functionality (including all information, software, text, data, displays, images, video and sound, and the design, selection and arrangement thereof) is our exclusive property and is protected by copyright, trademark and other intellectual property rights registered in the United States, Canada, Great Britain, Europe and other relevant countries. Use of the service does not grant you any intellectual property rights in any part of the service. Except for the limited right to use the Service expressly granted to you in these Terms of Use, we reserve all right, title and interest in and to the Service, including all intellectual property rights therein. You may not remove any proprietary rights notices (including copyright, trademark or patent notices) contained in or on any part of the Service.

 

You may submit to us feedback, questions, comments, suggestions, ideas, original or creative materials or other information about us or the Service (collectively, “Feedback”). Feedback is not confidential. You hereby grant us a perpetual, worldwide, royalty-free license to use or incorporate into our products and services any Feedback provided by you or on your behalf.

Changes to the service

We reserve the right, at our discretion, to modify the service with or without notice by adding, deleting or changing various features or elements of the service. These modifications may affect your use of the service. If you are dissatisfied with any modification to the service, your sole remedy is to discontinue using the service and deactivate your account. We do not guarantee that the service will be available at all times, and various actions on our part may prevent you from accessing the service (including, without limitation, planned or unplanned maintenance, or interruption of part or all of the service). We are not responsible for these actions or results.

Disclaimer of liability

The service and all related materials and content are provided on an “as is” and “as available” basis, and we are not responsible for the use of such materials and content. And we disclaim all warranties, express or implied, including, but not limited to, the implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. We cannot guarantee and do not promise the availability of the service or any specific results from the use of the service.

We are not responsible for your content or the content of any other user, including content that violates these terms of use or is incorrect, incomplete, inaccurate or offensive, whether caused by users of the service, members or by any software or infrastructure associated with the service or used to provide the service. We are not responsible for the services or performance of any third party, including any third party providing services, data or infrastructure for the service.

In no event will we be liable for any loss or damage, including personal injury or death, resulting from anyone’s use of the service, any content posted on the service or transmitted to other users, or any interaction between users of the service, whether online or offline.

This section applies to the fullest extent permitted by applicable law in each of the states concerned.

Indemnification

You agree to indemnify and hold us (including our subsidiaries and affiliates, and each of their respective officers, employees, agents and partners) harmless from any loss, liability or expense, including reasonable attorneys’ fees, resulting from any claim or demand by any third party due to or arising out of your Content, your use of the Service, your violation of these Terms of Service or the terms of any third party, or your violation of any law or the rights of a third party.

Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW IN EACH COUNTRY CONCERNED, IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF DATA OR PROFITS, ARISING OUT OF YOUR USE OF THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OF SERVICE, OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY CLAIM, REGARDLESS OF THE FORM OF ACTION, WILL ALWAYS BE LIMITED TO THE GREATER OF THE AMOUNT YOU PAID US, IF ANY, FOR A PAID SUBSCRIPTION DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM OR ONE HUNDRED US DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES, OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THEREFORE, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU OR MAY NOT BE ENFORCEABLE AGAINST YOU.

IF YOU ARE A NEW JERSEY MEMBER OR USER, THE FOREGOING SECTIONS ENTITLED “DISCLAIMERS” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE AS BROAD AS PERMITTED BY THE LAWS OF THE STATE OF NEW JERSEY.  IF ANY PORTION OF THESE SECTIONS IS HELD INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

THESE LIMITATIONS SHALL APPLY EVEN IF ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

Limitation period for claims

Regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of or related to use of the Service or otherwise under these Terms of Service must be filed within one (1) year after such claim or cause of action arose. If you do not file a claim within this time period, you agree that you will be forever barred from filing such a claim. The provisions of this section relating to the claim period constitute a separate and legally binding written agreement between you and us.

Applicable Law and Exclusive Juridiction

These Terms of Service and any action related thereto shall be governed by French law and regulations, including arbitration and conciliation, without regard to conflict of law provisions.  Unless otherwise expressly stated in the section entitled “Dispute Resolution” below, the exclusive jurisdiction for all disputes (defined below) that you and we are not bound to arbitrate shall be that – depending on your status – of the Commercial Court of Bordeaux (France) or of the civil and/or criminal courts of the jurisdiction of the registered office of Société MAYFAIR VILLAGE. You hereby waive all claims for personal incompetence and forum non conveniens before the said courts

Dispute resolution

1.Prior amiable approach
We want to understand your concerns and try to resolve them before taking any formal action before a court of law. Before filing a claim against us, you agree to attempt to resolve the dispute informally by sending us a notice to mayfair@mayfairvillage.io with the subject line “DISPUTE RESOLUTION NOTICE”, which will include your name, a description of the dispute and the remedy you are seeking.

If we fail to resolve a dispute within 60 days, you may initiate formal proceedings. Any limitation period will be suspended for the duration of the 60-day resolution procedure.

2.Compulsory arbitration. Regardless of the country in which you or the Entity you represent are located, we both agree that any dispute, claim or controversy arising out of or relating to these Terms of Use, or the breach, termination, performance, interpretation or validity thereof, or the use of the Services (collectively, “Disputes”) shall be resolved solely by individual binding arbitration (otherwise known as arbitration) and not in any other action or proceeding on a class, representative or consolidated basis.

We both agree that this conciliation procedure shall be governed by the laws and regulations of French law, and that the appointment of the conciliator shall be amicable between us, or otherwise by appointment by the competent Court. We also hereby agree that you and we waive the right to any other legal proceedings or participation in a class action.

The arbitration will take place by any means, on the basis of written submissions, by videoconference or in person at a mutually agreed location or at the arbitrator’s place of practice. The parties will pay the arbitration costs equally. If the arbitrator finds that you cannot afford to pay the arbitration costs and you cannot obtain a waiver, we will pay them for you. We will not seek reimbursement of our costs and attorneys’ fees in connection with the arbitration unless the arbitrator determines that your claim is arbitrary or lacks any reasonable basis. The parties agree that the arbitrator shall have the exclusive authority to decide all questions relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. The amount of any settlement offer shall not be disclosed to the arbitrator by either party until the arbitrator has rendered his or her final award, if any.

Injunctive and declaratory relief. Subject to the provisions of subsection (b) above (Exceptions), the arbitrator will determine all questions of liability on the merits of any claim brought by either party and may grant declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief justified by such party’s individual claim.

This arbitration provision shall survive termination of these Terms of Service, and we both waive the right to a jury trial or participation in a class action.

Waiver of Class Actions

You and we agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or member of a class in any purported class or representative proceeding.

In addition, if the dispute between the parties is resolved by arbitration, the arbitrator may not consolidate another person’s claims with yours, nor may he or she preside over any form of representative or class proceeding. If this specific provision is found to be unenforceable, this entire section on dispute resolution shall be null and void.

Severability

Except as provided in subsection (g) above (class action waiver), if an arbitrator or court of competent jurisdiction finds any portion of these Terms of Use to be invalid or unenforceable, the remaining portions of these Terms of Use shall remain in full force and effect.

Miscellaneous

These Terms of Service and Conditions of Use constitute the entire agreement between you and us with respect to the use of the Service, and supersede any prior agreements between you and us with respect to the use of the Service. Our failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision.

 

We may assign our rights and/or delegate our obligations under these Terms of Use to any third party without notice or consent. By using the Service and/or opening an account, you consent to our contacting you by e-mail or other electronic means, and you acknowledge the sufficiency of any such electronic communication.  Words in the singular include the plural, words in the masculine include the feminine and words in the feminine include the masculine and feminine. Section headings are for ease of reference only and do not affect the interpretation of these Terms of Service.  In this document, the terms “shall” and “will” are to be construed as imperative and mandatory, not permissive.  Whenever the terms “including” or “include” are used in these Terms of Service in connection with a single item or a list of items in a particular classification (whether or not the term is followed by the phrase “but not limited to” or words to similar effect), such reference shall be construed as illustrative only and not as a limitation or exclusive enumeration of the items in such classification.

 

If you have any questions, if you wish to resolve a complaint concerning the Service or if you wish to obtain further information concerning the use of the Service, please contact us at the following address: mayfair@mayfairvillage.io

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