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General Terms of Use of the Website

 

THESE GENERAL TERMS OF USE GOVERN THE GENERAL CONDITIONS OF USE OF THIS WEBSITE, WHICH MAY BE ACCESSED AT THE FOLLOWING URL ADDRESS: www.mydca.eu. THIS WEBSITE IS PUBLISHED BY EXOE, A LIMITED JOINT STOCK COMPANY (SOCIETE PAR ACTIONS SIMPLIFIEE) REGISTERED WITH THE PARIS TRADE AND COMPANIES REGISTER UNDER NO. 492 940 499, WITH CAPITAL OF EUR 553,500, HAVING ITS REGISTERED OFFICE AT 6 RUE DE LISBONNE A PARIS (75008).

USE OF THIS WEBSITE IS STRICTLY RESERVED FOR COMPANIES AND PROFESSIONAL INVESTORS, EXCLUDING ANY INDIVIDUALS AND QUALIFIED INVESTORS. ANYONE ACCESSING AND/OR USING THE www.mydca.eu WEBSITE IS DEEMED TO HAVE ACCEPTED AND AGREED TO OBSERVE THESE GENERAL TERMS OF USE IN THEIR ENTIRETY.

ANY USERS WHO REFUSE TO OBSERVE THESE GENERAL TERMS OF USE, IN PART OR IN WHOLE, ARE INVITED NOT TO ACCESS AND/OR USE THE WEBSITE.

Last updated on: 30th April 2016

 

Preamble


MyDCA is an online networking platform for companies and professional investors and for organising events to promote investor information and develop investments.

 

The Website offers a variety of functionalities available free of charge or against payment, depending on the case, to users meeting the conditions defined hereafter. These include the electronic publication and viewing of professional profiles in the investor, company or broker categories, in addition to the organisation of, and participation in, trade meetings and road shows.

Article 1. Definitions and scope of application

1.1 Definitions

 

In these general terms of use, the following terms beginning with a capital letter (either in the singular or plural) will have the following meanings:

1.2 Scope of application

These General Terms of Use apply, without restriction or reservation, to all the Services offered by EXOE on its Website, barring any specific terms and conditions applicable to certain Services.

These General Terms of Use prevail over all other general or specific terms not expressly agreed upon by the Company.

Access to the Services is reserved exclusively for Members and/or Subscribers having previously read the General Terms of Use in their entirety and having accepted them without reservation.

These General Terms of Use take effect as from their publication on the Website and remain in effect until their partial or total modification by EXOE or until the Website is closed.

The General Terms of Use are regularly updated to reflect any changes in Services, legislation and regulations in force, and are therefore subject to change. The Company reserves the right to unilaterally modify the General Terms of Use at any time without notice.

The new General Terms of Use in effect will be available on the Website. It is the User's responsibility to regularly refer to and comply with the General Terms of Use. Each use of the Services offered on the Website by the Users automatically implies the acceptance of the most recent version of the General Terms of Use published on the Website.

Article 2. Members

2.1 Membership

Membership is reserved for individuals of legally adult age capable of entering into contractual agreements.

Persons wishing to obtain Membership must provide proof that they are acting within the framework and for the purposes of their professional activity, which contributes to the development of financial investments in listed and unlisted companies. This condition, as well as the characteristics of morality and ethics, are essential and decisive factors in the acceptance of the Member's registration by EXOE.

Membership is granted without a time limit. It is lost upon closing the Personal Account, in accordance with the procedure set forth in Article 2.5 herein. It is free of charge, as is access to the Services reserved for Members.

Any persons wishing to obtain Membership must ensure that they have the hardware and software necessary for browsing on the Internet, and that their computer hardware has the technical specifications necessary for this usage. The costs associated with said hardware and software, and with Internet access, are exclusively payable by the Member.

2.2 Registration procedure

Registration applications are carried out by creating a Personal Account and completing an online form in accordance with the indicated procedure. The registration form indicates the applicant's profile and category, i.e. “Investor”, “Company” or “Broker”, and the applicant's Company of Employment. An e-mail acknowledging receipt of the application is sent to the contact address provided on the form.

Registration is only validated after being accepted by EXOE, which is confirmed in an acceptance e-mail sent by EXOE to the contact address. EXOE reserves the right to reject any registration that does not meet the required conditions, without obligation to justify said rejection. EXOE's decision may not be appealed and offers no entitlement to compensation of any kind whatsoever.

Members undertake not to create or use accounts other than the one initially created, be it under their own identity or that of a third party, without the specific express authorisation of EXOE. The creation or use of new accounts under a Member's own identity or that of a third party without having requested and obtained the Company's authorisation may result in the immediate suspension of the Member's account and all associated Services.

Members guarantee that the information entered on the registration form is accurate, honest and true. Members undertake to immediately notify EXOE of any change in the information provided in the registration form and, where applicable, to change said information themselves in their Personal Account.

2.3 Personal Account – Authentication and Security

Upon creating a Personal Account, Members choose a Login ID and password to be used to access this account. This Login ID/Password are personal and confidential. Members are solely and entirely responsible for the use of their Login ID/Password and undertake to make every effort to keep them secret and not to disclose them.

Members are responsible for the use of their Login ID/Password by third parties and for any actions or statements made through their Personal Member Account and shall not hold EXOE liable in any way whatsoever for any claim in this regard.

As EXOE has neither the obligation nor the technical resources to verify the identity of the persons registering to use the Website, it is not liable in the event of the theft of a Member's identity. Should Members suspect that a person is fraudulently using their Login ID/password or Personal Account, they shall immediately notify EXOE at info@mydca.eu and take any necessary measures to change their password.

2.4 Member rights and obligations

Members accept that the other Members in their category and other categories may view their profile and that they, in turn, may view the profiles of other Members in any category.

This Service is provided free of charge.

The first Member having registered with MyDCA from a given Company of Employment, i.e. the Referring Member:

(i) agrees to be contacted by EXOE and undertakes to forward sales proposals and subscription agreements from EXOE to the Company of Employment, with the understanding however that EXOE remains free to submit its sales proposals by any other means;

(ii) undertakes as a Member to validate subscription applications from other employees and executive managers of the Company of Employment and, to this end, (i) to verify that they meet the conditions set forth in Article 2.1 herein, and (ii) to confirm that they are indeed employees and executive managers of the Company of Employment;

(iii) agrees to serve as an Administrator of the Subscriber Account set up by the Company of Employment, barring a stipulation to the contrary in the Subscription Agreement, provided however that the Referring Member is still employed by the Company of Employment upon entering into the Subscription Agreement.

Members undertake to use the Website, their Personal Account and the Services in strict compliance with their intended purpose, and notably undertake, on a non-exhaustive basis, over the entire course of their subscription and for a period of 12 months after closing their Personal Account, not to:

 

 

 

 

 

 

 

2.5 Closing the Personal Account

Each Personal Account is opened for an indefinite period.

Members may close their Personal Account at any time by sending an e-mail to info@mydca.eu.

EXOE reserves the right to close inactive Member accounts after a dormancy period of 6 months. 

Should any Members fail to meet one of the obligations set forth herein, or in the event of the fraudulent, illegal or dishonest use of the Website, EXOE may at its sole discretion, as of right and without entitling the Members to compensation of any kind whatsoever, modify, suspend, limit or cancel their access to the Website and to the Services and/or blacklist the Members, without prejudice to any other remedy provided for by law. Any such failing observed by EXOE will give rise to a notification to the Members in question, who will have 10 days to respond. At the end of this 10-day period, EXOE will notify the Members in question of its decision.

Upon giving notification of said failing, EXOE may take any appropriate protective measure, including in particular suspending or limiting access to the Website and the Services.

Article 3. Subscribers

3.1 Subscription/Services

 

Subscriptions are reserved for legal entities that enter into a Subscription Agreement with EXOE, against payment, for the purpose of giving or receiving invitations to Meetings or Road Shows in order to meet other Members and Subscribers.

3.2 Subscription Agreement

The Subscription Agreement is negotiated between the Parties at the fees and conditions in force for the services provided by EXOE, which may be obtained on request for the category in question, i.e. “Investor”, “Company” and “Broker.”

The Subscription Agreement entitles Subscribers, under the conditions provided for in the Subscription Agreement, and after opening a Subscriber Account, to place Meeting or Road Show invitations online and/or to answer invitations for Meetings or Road Shows from other Subscribers.

The Subscription Contract is entered into for a tacitly renewable period of 1 year. Upon signing the Subscription Agreement, Subscribers pay the Subscription Fees to EXOE, which is divided into a number of Credits defined by the Subscription Agreement.

 

Credits entitle Subscribers to a given number of Meetings or Road Shows. The Subscriber Account is debited for the number of Credits provided for in the Subscription Agreement for each Meeting or Road Show solicited by the Subscribers. The Subscribers’ participation in Meetings or Road Shows on invitation is free of charge.

 

Except provisions to the contrary set forth in the Subscription Agreement, the portion of the Subscription Fees not used by the anniversary date of the Subscription Agreement may not be carried forward or refunded, and is kept by EXOE.

 

The Subscription Agreement identifies and designates (i) the person or persons referred to as Administrator, authorised to administer the Subscriber Account and pay the Subscription Fee(s), (ii) the person or persons referred to as Manager, authorised to place and answer Invitations online and to use Credits.

 

When all the Credits have been used, the Manager may submit a request to EXOE for additional Credits to the Personal Account. Upon receiving this request, EXOE contacts the Administrator, who decides whether or not to pay new Subscription Fees under the conditions provided for in the Subscription Agreement.

 

The duties of Administrators or Managers may only be exercised by individuals who are already Members or who obtain a membership upon becoming Administrators or Managers, in accordance with the procedure provided for in Article 2 herein.

 

By default, the Administrator is the Referring Member of the company in question registered on the Website.

 

At any time, Subscribers may designate one or more persons on the Subscriber Account as an Administrator or Manager, either to replace or in addition to the initially designated persons, by entering their identity on the Subscriber Account, and subject to their acceptance as Members by EXOE.

 

Neither the performance nor the termination of duties as Administrator or Manager entitle the person in question to receive compensation from EXOE.

 

Under the Subscription Agreement, EXOE may offer event planning services for the arrangement of Meetings or Road Shows, as well as any related services, under the conditions agreed upon between the Parties.

 

The amount of the Subscription Fees and Credits may be revised annually by EXOE in accordance with the fee schedule in force.

 

3.3 Subscriber Account

 

After signing the Subscription Agreement, the Administrator designated by the Subscriber opens a Subscriber Account, in which the indicated fields must be completed. The Subscription is not complete until this account is opened. 

Subscribers guarantee that the information entered on the registration form is accurate, honest and true. They undertake to immediately notify EXOE of any change in the information provided upon opening their Subscription Account and, where applicable, to change said information themselves in their Subscriber Account.

Upon creating the Subscriber Account, the Administrator chooses a Login ID and password to be used to access this account. This Login ID/Password are personal and confidential. Subscribers are solely and entirely responsible for the use of their Login ID/Password and undertake to make every effort to keep them secret and not to disclose them.

Subscribers are responsible for the use of their Login ID/Password by third parties and for any actions or statements made through their Subscriber Account and shall not hold EXOE liable in any way whatsoever for any claim in this regard.

As EXOE has neither the obligation nor the technical resources to verify the identity of the persons registering to use the Website, it is not liable in the event of the theft of a Subscriber's identity. Should Subscribers suspect that a person is fraudulently using their Login ID/password or Subscriber Account, they shall immediately notify EXOE at info@mydca.eu and take any necessary measures to change their password.

3.4 Invitations

Subscribers are responsible for ensuring that they hold the necessary rights to publish Invitations on the Website, and that their publications comply with the laws and regulations applicable to the design and drafting of the Invitations in question.

Subscribers are responsible for the presentation of the Invitation published on the Website and shall notably ensure that said presentation does not mislead its recipients. Similarly, Subscribers are responsible for any subsequent offers made in relation to Invitations published on the Website.

In the event of any usage of the Website considered by EXOE as fraudulent, illegal or contrary to these General Terms of Use, the Subscribers acknowledge that they may be held liable by EXOE and the recipients of the information, without prejudice to the termination of the Subscription Agreement, at the Subscribers’ sole fault, without notice or compensation. EXOE may not be held liable in this regard in any capacity whatsoever.

Article 4. Forum and comments sections

The MyDCA Website offers communication forums and comments sections, divided up into various categories and subject to change.

4.1 Responsibility for messages and content placed online by Members and Subscribers

Members and Subscribers are solely responsible for the content they place online in forums and comments sections, and undertake to ensure that published information complies with applicable legal and regulatory provisions.

EXOE may not be held liable for the consequences resulting from any breach of third-party rights or for any prejudice resulting from the publication of messages and content placed online by Members and Subscribers.

EXOE does not verify the messages and content placed online by Subscribers and Members prior to publication, or to which the Website may contain links. It acts strictly as a host, within the meaning of Article 6 I 2° of the LCEN, and as such merely provides a storage service.

4.2 Deletion of content and/or cancellation of the Personal Account of Members or Subscribers

EXOE reserves the right to immediately delete, without prior notice and without compensation, any unlawful or patently unlawful content that comes to its attention, and reserves the right to cancel the Personal Account or the Subscriber Account having published the content in question.

Furthermore, in accordance with Article 6 I 7° of the LCEN, EXOE reserves the right to transmit to the judicial authorities any information enabling the identification of any Member or Subscriber having posted any patently unlawful content that comes to its attention.

Article 5. Personal data protection

5.1 Collection of information

Personal information collected by EXOE includes in particular the last name, first name and e‑mail address, and may also include the postal address, landline and/or mobile phone number, and bank details of the Members.

In addition, some non-personal information may be collected, such as the version of the browser used by the User (Chrome, Firefox, Internet Explorer, etc.), the type of operating system used (Windows, Mac OS, etc.) and the IP address of the computer used.

Upon registration or at any subsequent time, Members may ask to receive e-mail offers on the services provided by EXOE and its partners.

They may also submit a request to EXOE to receive free of charge, or not to receive, its newsletter and/or the promotional offers sent by e-mail by EXOE and/or its partners, by managing their options in their Personal Account.

The MyDCA Website has been declared by EXOE to the CNIL (French Data Protection Agency) and is registered under No. 1989180v0.

5.2 Use of personal data

EXOE collects some information on Members for the purpose of identifying them and learning about their preferences in using the various Services offered on the Website.

The Members accept that the data they have entered on the Website may be distributed and available to other Members and Subscribers. All Members authorise the other Members and Subscribers to view the personal data available through their profile and to use said data to contact them.

Every precaution has been taken to archive Member and Subscriber data in a secure database.

EXOE does not save personal data after a Member's Personal Account is closed.

5.3 Right to rectify and contest the use of personal data

In accordance with the “Loi Informatique et Libertés” (French Freedom of Information Act) of 6 January 1978, as amended by Act No. 2004-801 of 6 August 2004, Members are entitled to access, rectify and contest the use of their personal data. This right may be exercised by sending a message to the following e-mail address: info@mydca.eu.

5.4 Cookies

 

EXOE asks Users to accept session cookies, which are used to automatically connect them to their Personal or Subscriber Account and/or to extend their session. Users may access this functionality by ticking the appropriate box when they log in. Their confirmation remains valid for a period of 3 months.

 

EXOE also uses persistent cookies for statistical purposes.

 

The cookies used by the Website are anonymous and are no way used to collect personal data.

5.5 External links

The Website may contain links to other sites, or may be consultable from other sites via hypertext links, which are not administered by EXOE and for which EXOE has not given its authorisation. EXOE may not be held liable for links to, access to or use of other websites.

Article 6. Intellectual property

6.1 Content published by EXOE

All components, including images, text, data, illustrations, drawings and models, icons, photographs, programs, clips or music downloads, educational information, news, videos, and any other item, information, service or written content on the Website, other than the content and information published by the Members and Subscribers, are the property of EXOE or third parties, from which EXOE has obtained the necessary rights transfers or authorisations, and are protected by copyright law and other applicable laws worldwide.

The rights granted to Users for the purpose of using the Website and the Services provided by EXOE do not entail any transfer or authorisation to use any of the components of the Website.

Consequently, unless they have obtained the prior written consent of EXOE and/or its partners, Users of the Website may not reproduce, represent, republish, redistribute, adapt, translate and/or transform, in part or in whole, nor may they transfer to another website, any component of the Website.

6.2 Content published by Users

The Users grant to EXOE the license to use the intellectual property rights attached to the content provided by said Users for the purpose of publication on the Website.

This license notably entitles EXOE, for the purpose of providing its Services, to reproduce, represent, adapt, translate, digitally convert, use or sub-license the content concerning the Users (information, images, videos, descriptions, search criteria, etc.) in any electronic communication media.

 

The Users expressly authorise the Company to modify said content in order to comply with the graphics charter of the Website or the other communication media referred to above and/or to make said content compatible with its technical performances or the formats of the media in question.

These rights are granted worldwide and for the entire term of the contractual relations between the Parties. All Members and Subscribers authorise EXOE to name them for as commercial references during the period of operation of their Personal Account or Subscriber Account, and for a period of 2 years after their account is closed.

 

The purpose of such authorisations is to allow EXOE to publish the content and data of its Members and Subscribers via digital network and in accordance with any communication protocol, and notably the Internet, and to make said content and data available to the Members and Subscribers, in order for any authorised persons to have access thereto from the location and at the time of their individual choosing via the Website.

The Users undertake not to copy, reproduce or otherwise use the content related to other Users, other than for the strict purposes of using the Services.

Article 7. Liability

Without prejudice to the provisions referred to below, under no circumstances may EXOE be held liable for any foreseeable or unforeseeable indirect damages or lost profits claimed by the Users (including in particular for lost data, revenues, financial returns, interrupted usage or availability of data, or errors in investment choices).

In any event, EXOE's liability with respect to Users is limited to the amount of the Subscription Fees paid by the Subscribers. If the Members of a Company of Employment were to file a claim separate from the Subscriber, under no circumstances may the amount of the total compensation granted in respect of EXOE's liability exceed the amount of the Subscription Fees.

7.1 Operation of the network

To use the Services, the Users must have the hardware, software and specifications necessary for the operation of the Website. Users shall have the knowledge, hardware and software required to properly use the Internet.

Users acknowledge that, due to the features and constraints of the Internet, the security, availability and integrity of data transmissions cannot be guaranteed during their circulation on the Internet. Accordingly, Users transmit said data at their risk and peril.

EXOE may not be held liable for any incidents that may arise from such transmissions. In any event, Users expressly acknowledge and agree to user the Website at their own risk and peril, and under their exclusively liability.

Under no circumstances may EXOE be held liable for any failure, unavailability, or poor conditions of use of the Website notably due to unsuitable equipment, interruptions attributable to the Users’ Internet access provider, incorrect use of the Website or the Services by the Users, or overloading of the Internet network.

The Company may not be held liable for any damages and/or losses linked to the use of, or the impossibility of using, the Website or its content, barring exceptions provided for by law.

7.2 Modification of the Website

Any information contained on the Website is subject to change at any time, given the interactive nature of the Website, without incurring the liability of EXOE.

7.3 Availability of the Website

EXOE has a best-efforts obligation to provide the Services. EXOE may not be held liable for the unavailability, suspension or temporary or permanent interruption of the Website or the Services liable to arise during maintenance operations, upgrading of hardware or software, emergency repairs to the Website, or due to circumstances beyond its control. The same applies in the event EXOE ceases operations.

EXOE undertakes to implement appropriate measures to limit any such disturbances for which it is responsible.

7.4 Use of the Website

The Members and Subscribers are solely responsible for the information contained in their profile and any content, notably for Invitations, that they place on the Website. They undertake to ensure that said information is accurate, honest and reliable, and that it complies with the applicable legal and regulatory provisions.

EXOE may not be held liable for any prejudice resulting from the failure to meet this obligation, for any breach of third-party rights or in general from the publication of messages and content placed online by Members and Subscribers.

Users take the initiative to disclose or publish information, data, text, content, photos and videos concerning them on the website. They therefore fully assume liability and waive any right to recourse against EXOE, notably based on the argument of the infringement of their image rights, honour, reputation or privacy resulting from the distribution or disclosure of their personal information.

EXOE does not verify the information placed online prior to publication and has no general obligation to monitor the data and content of the Members and Subscribers stored and distributed by the Website.

7.5 Establishment of contacts

Users acknowledge and expressly accept that EXOE, as an intermediary, holds no advisory obligation.

Under no circumstances, and in no capacity whatsoever, may EXOE be held liable for the organisation, progress, cancellation or postponement of any Meeting or Road Show between the Members and Subscribers, for any subsequent offers made in relation to Invitations, Meetings and Road Shows published on the Website, or in general for any contractual relations entered into between the Members and Subscribers.

Article 8. Final Provisions

8.1 Correspondence - Evidence

In accordance with Articles 1316 and following of the French Civil Code, Users acknowledge and accept that the data included inalterably, reliably and securely in the Members’ or the Subscribers’ computer database may be used as evidence by the Parties and hold the same evidentiary value as a written document.

8.2 Notifications

Except an express stipulation to the contrary, notifications between the Users and EXOE are given by e-mail.

Notifications are deemed to have been received 24 hours after being delivered by e-mail, unless the sender receives a message indicating that the recipient's e-mail address is invalid.

8.3 Governing law

The General Terms of Use and the resulting operations are governed by French law.

8.4. Disputes

Any dispute arising from the General Terms of Use will be subject to the courts holding jurisdiction over EXOE's registered office.

8.5 Severance

In the event one of the clauses of these General Terms of Use is considered as unlawful, invalid or for any reason inapplicable, the other clauses herein will remain in force.

8.6 Non-waiver clause

In the event EXOE does not avail itself, at one time or another, of one of the provisions of these General Terms of Use, this may not be interpreted as the waiver by EXOE of its right to subsequently avail itself of said provision.

8.7 Transfer/Substitution

EXOE reserves the right to transfer its rights and obligations in respect of these General Terms of use, in part or in whole, to any third party of its choosing, or to be replaced by any third party for the performance of these General Terms of Use, which the Users accept without reservation.

Membership and subscription is granted on a personal and non-transferable basis, unless expressly approved by EXOE.

 9. Disclaimer

 

This Website, which may be accessed at the following URL address: URL www.mydca.eu, is published by EXOE, a limited joint stock company (société par actions simplifiée) registered with the Paris Trade and Companies Register under No. 492 940 499, with capital of EUR 553,500, having its registered office at 6 rue de Lisbonne à Paris (75008).

The Website's Head of Publication is Fidel Martin and may be contacted at the following address: Exoé 6, rue de Lisbonne 75008 Paris.

The Website is hosted by [•]. 

Any complaint concerning the Website and/or its Content may be submitted to info@mydca.eu.