Terms of Use and Service (Effective Date April 1, 2015)

These Terms of Use and Service, together with the Privacy Policy incorporated by reference (“Terms”) set forth the terms and conditions under which Use Design SARL, a French limited liability company with a share capital of € 8,000, registered with the Paris Trade and Companies Register under number B 443 945 878 (intra-community VAT number FR01443945878) and whose head office is at 25 rue Henry Monnier, 75009 Paris, France ("Company"), is willing to allow you, an authorized representative of your company duly entrusted for that purpose, to access and use Company’s CARAVEL website (“Website”) and/or CARAVEL service embedded into the Website (“CARAVEL Service”).

Please, read carefully the Terms before visiting the Website and/or deciding to subscribe to the CARAVEL Service.

BY VISITING THE WEBSITE AND/OR SUBMITTING YOUR CARAVEL SERVICE SUBSCRIPTION BY CLICKING THE “CREATE ACCOUNT” BUTTON, YOU EXPRESSLY AND UNCONDITIONALLY AGREE THAT YOU HAVE READ AND ACCEPT THE TERMS AND YOU ARE EXPRESSING YOUR INTENT TO ENTER INTO, AND ARE ENTERING INTO, A BINDING LEGAL CONTRACT (“AGREEMENT”) WITH COMPANY. THIS AGREEMENT THEN APPLIES TO YOUR USE OF THE WEBSITE AND THE CARAVEL SERVICE.

If the company you represent objects to enter into a binding legal contract with Company, please (i) stop visiting the Website, and/or (ii) do not click the “Create Account” button during the CARAVEL Service subscription process. Then no Agreement will be formed, and you will not be entitled to access and use the Website any longer and/or permitted to access and use the CARAVEL Service.

Company reserves the right, at any time and in its sole discretion, to modify and/or amend the Terms by posting a notice on the Website, or via in CARAVEL Service notices or an email sent to your registered email address. You shall be responsible for reading carefully any such modifications/amendments. Your continued use of the Website and/or the CARAVEL Service following such notification constitutes your complete and irrevocable acceptance of such modifications/amendments. If the company you represent objects thereto, you must stop visiting the Website and/or accessing and using the CARAVEL Service.

  1. CARAVEL Service Description. The CARAVEL Service of a platform that facilitates user experience guidelines creation, update and sharing. The user experience guidelines allow to gather information on potential users, usages, workflows, concepts and design deliveries. By using the platform, CARAVEL users will be empowered to share these guidelines with their own teams, customers and partners.

  2. CARAVEL Service Subscription.

    1. Account Creation. As a condition to accessing and using the CARAVEL Service, whether for trial or paid use, you are required to set up an account using the online registration form. You remain at any time free to access and modify the information provided on that occasion through your account, which is subject to our Privacy Policy. It is your responsibility to provide Company with accurate and complete information, and to keep such information up-to-date. Upon registering, you will be sent an email with a link that must be clicked to confirm your registration and subscription to the CARAVEL Service. You may access your account by entering your valid email address and password in the login fields on the homepage. You alone are responsible for keeping your login information secure.

    2. Trial Use CARAVEL Service Subscription. If you have subscribed to a 30-day trial use, Company grants you a worldwide, free-of-charge, non-exclusive, non-assignable and revocable right to access and use (and under your sole responsibility, to permit your Registered Affiliates, as such term is defined in sub-section “Sharing CARAVEL Service access and Use with Affiliates” below, to benefit from such access to, and use of) the CARAVEL Service during such 30-day period (“Trial Use Period”). Expiry of the Trial Use Period shall automatically lead to expiry of this Agreement and you may then activate a paid use CARAVEL Service Subscription by completing the billing and credit card information in the billing section in your account. If you decide to subscribe to a paid use CARAVEL Service prior to the expiry of the Trial Use Period, you agree that you will thereby irrevocably renounce to the full benefit of the remaining term of such Trial Use Period. If you decide not to subscribe to a paid use CARAVEL Service upon expiry of the Trial Use Period, you agree that you will be no longer permitted to access and use the CARAVEL Service. In such case and prior to expiry of the Trial Use Period, you remain solely responsible for (i) activating the export functionality of your account in order to maintain a copy of your content on your own servers, and (ii) informing your Registered Affiliates of your account closure.

    3. Paid Use CARAVEL Service Subscription. If you have subscribed to any available monthly paid use option as described on the Website, Company grants you, subject to the monthly fee payment, a worldwide, non-exclusive, non-assignable and revocable right to access and use (and under your sole responsibility, to permit your Registered Affiliates, as such term is defined in sub-section “Sharing CARAVEL Service access and Use with Affiliates” below, to benefit from such access to, and use of) the CARAVEL Service during such 30-day period (“Paid Use Period”). The Agreement will automatically renew for additional successive 30-day terms, unless (a) you decide to terminate it at any time during the then current Paid Use Period, through the relevant settings of your account or by an email to Company, in which case you will be entitled to a pro rata refund of the remaining unused subscription fee or (b) otherwise terminated for breach by Company pursuant to Section “Termination” below. If you decide not to renew the Agreement upon expiry of any then current Paid Use Period, you agree that you will be no longer permitted to access and use the CARAVEL Service. In the event of termination of the Agreement for any reason whatsoever, you remain solely responsible for (i) activating the export functionality of your account in order to maintain copy of your content on your own servers, and (ii) informing your Registered Affiliates of your account closure.

    4. Sharing CARAVEL Service Access and Use with Registered Affiliates. The CARAVEL Service offers you the opportunity to share partitioned access to your account with some of your customers and/commercial partners duly registered by you for that purpose, at no cost for them (“Registered Affiliates”). You remain solely responsible for (i) determining such partitioned access per Registered Affiliate, (ii) notifying the Terms to each of your Registered Affiliates and ensuring they agree thereto, (iii) controlling and managing each Registered Affiliate’s login information to their partitioned access to your account, (iv) controlling the confidentiality and use of the partitioned access by Registered Affiliates, and (v) serving as a contact of each Registered Affiliate for legal notice as to the CARAVEL Service and/or other information, including Registered Affiliates’ partitioned access closure or your account closure.

    5. Control over Your Account and related Content. You are solely and fully responsible for all activities that occur under your account, including for any and all information and content that you and/or any of your Registered Affiliates create, upload, post, email, transmit or otherwise disseminate or display in your account via the CARAVEL Service (“Your Content”). Considering that your account is personal to you and that Company has no access thereto, you acknowledge and agree that Company has absolutely no control over, and no duty to take actions as to which Registered Affiliate gains partitioned access to your account, or what information or content is stored in your account. Company expressly disclaims any liability derived from your or your Registered Affiliates’ use of your account. Should you suspect any unauthorized use of your account or breach of security, you agree to contact Company forthwith.

  3. Payment and Invoicing of Paid Use CARAVEL Service Subscription.

    1. Payment CARAVEL Service Provider. As part of the Paid Use Period payment process, you will be required to provide your credit card details to the payment CARAVEL Service provider retained by Company (“PSP”), as detailed in the Privacy Policy.

    2. Monthly Fee. Monthly fees associated with each Paid Use Period are payable in Euro currency, and due on the CARAVEL Service first subscription date, and/or on each Agreement renewal date. If you fail to pay fees within five (5) business days of Company’s or PSP’s notice to you that payment is due or delinquent, or if you do not update your payment information upon Company’s or PSP’s request, Company may suspend your access to, and use of the CARAVEL Service, or terminate the Agreement. If you are interested in an alternative payment mechanism, please contact Company at hello@caravel.com. You agree that all invoices issued by, or on behalf of, Company in relation to the CARAVEL Service subscription shall be issued solely in an electronic form (PDF) and sent to the email address you have provided Company with.

    3. Taxes. All references to monthly fees made in the Agreement or on the Website are inclusive of French VAT, at such rate chargeable on the invoicing date. Should you reside outside France, the relevant VAT rate specifically applicable to you (if any), will be regularized on the invoice issued by Company, so as to Company be paid the relevant total monthly fee referenced on the Website or in the Agreement. You agree to provide Company with your VAT identification number attributed by the relevant tax authorities of the country where your business activities are established, or where you have the fixed establishment to which the CARAVEL Service is provided. You remain solely responsible for the payment to your tax authorities of any tax, duties or levies applicable to you as a result of your entering in the Agreement.

  4. Website and CARAVEL Service Ownership and Restrictions. The Website and the CARAVEL Service, including without limitation domain names, text, graphics, pictures, logos, designations, features, functionalities, typefaces, applications, software and/or any other content or applications, are owned and operated by Company and are protected by copyrights, trademarks, trade secret or other proprietary rights, and subject to applicable laws and regulations. Access and use of the Website and the CARAVEL Service are licensed, not sold, and Company reserves all rights not expressly granted to you. To the fullest extent permitted by applicable mandatory law, and without prejudice to the terms and conditions of this Agreement, you agree not to, or not to attempt to, nor allow any third party (including the Registered Affiliates) to (i) copy, distribute, lend, license, sublicense, sell, resell, time share, lease or transfer all or part of the Website or the CARAVEL Service or otherwise commercially exploit all or part of the Website or the CARAVEL Service, (ii) decipher, decompile, reverse engineer or disassemble all or part of the Website or the CARAVEL Service or otherwise attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Website or the CARAVEL Service, (iii) adapt, modify or hack the Website or the CARAVEL Service or otherwise attempt to gain unauthorized access to the Website or the CARAVEL Service or related systems or networks, (iv) create derivative works based on the Website or the CARAVEL Service, (v) modify, remove or obscure any proprietary information notices that appear on the Website or the CARAVEL Service, or during the use and operation thereof, (vi) publicly disseminate performance information or analysis (including benchmarks) relating to the CARAVEL Service, (vii) use the Website or the CARAVEL Service in any manner that interferes with or disrupts the integrity or performance of the Website or the CARAVEL Service and their components; (viii) use the CARAVEL Service to knowingly create, post, send, transmit, upload, link to or store any malware, or any other content that is unlawful or contrary to the Public Order; or (ix) use the Website or the CARAVEL Service to develop a competitive CARAVEL Service or product offering. For sake of clarity, the restrictions above do not apply to Your Content, as such term is defined is sub-section “Control over Your Account and related Content” above.

  5. Indemnification. You are solely responsible for your access to and use of the CARAVEL Service, and your Registered Affiliates’ partitioned access to your account as described in this Agreement. You agree to indemnify, defend and hold Company harmless from and against any and all consequences, including the financial ones, of all claims resulting from any activity related to access or use of the CARAVEL Service and your account or a violation of this Agreement, by you or any other person accessing or using your account and/or contents.

  6. Warranty Disclaimer. THE WEBSITE AND THE CARAVEL SERVICE ARE PROVIDED ON “AS IS” AND “AS AVAILABLE”, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE MANDATORY LAW, WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR NON-INFRINGEMENT. EVEN IF COMPANY USES REASONABLE EFFORTS TO MAKE THE WEBSITE AND THE CARAVEL SERVICE SECURE AND AVAILABLE AT ALL TIMES (EXCEPT DURING MAINTENANCE PERIOD WHICH SHALL BE NOTIFIED TO YOU IN ADVANCE), HOWEVER AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE MANDATORY LAW, COMPANY DOES NOT WARRANT THAT YOUR ACCESS TO, AND USE OF THE WEBSITE AND THE CARAVEL SERVICE WILL BE CORRECT, UNINTERRUPTED, TIMELY OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE AND THE CARAVEL SERVICE WILL MEET YOUR REQUIREMENTS. IN PARTICULAR, COMPANY DOES NOT WARRANT THE RESULTS OF YOUR USE OF THE CARAVEL SERVICE. YOU UNDERSTAND AND AGREE THAT ACCESS TO, AND USE OF THE WEBSITE AND THE CARAVEL SERVICE ARE AT YOUR SOLE DISCRETION AND RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR SERVERS AND DATA THAT MAY RESULT FROM THE USE THEREOF.

  7. Liability.

    1. Exclusion of Indirect Damages. IN NO EVENT SHALL COMPANY BE LIABLE TO YOU FOR ANY INDIRECT DAMAGES SUCH AS, WITHOUT LIMITATION, LOST PROFITS OR SAVINGS, LOST BRANDS, LOST OR CORRUPTED DATA, BUSINESS INTERRUPTION, OR LOST REVENUES ARISING OUT OF YOUR ACCESS TO AND USE, OR INABILITY TO ACCESS TO, OR USE THE WEBSITE AND THE CARAVEL SERVICE, OR YOUR USE OF YOUR CONTENT STORED THEREIN.

    2. Limitation of Liability for Paid Use CARAVEL Service Subscription. THE LIABILITY OF COMPANY IS SUBJECT TO THE PROOF OF A BREACH SOLELY ATTRIBUTABLE TO COMPANY, AND EXCLUSIVE IN THE OCCURRENCE OF THE DAMAGE. IN ANY CASE WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE MANDATORY LAW, IN NO EVENT SHALL COMPANY BE LIABLE TO YOU FOR ANY AMOUNT OF DIRECT DAMAGES IN THE AGGREGATE IN EXCESS OF THE FEES YOU PAID FOR THE CARAVEL SERVICE, VAT EXCLUDED, DURING THE 6-MONTH PERIOD PRECEDING TO THE DAMAGES ARISING. YOU EXPRESSLY RECOGNIZE AND ACKNOWLEDGE THAT SUCH LIMITATION OF LIABILITY IS AN ESSENTIAL PART OF THIS AGREEMENT AND IS AN ESSENTIAL FACTOR IN ESTABLISHING THE PRICE OF THE CARAVEL SERVICE AND YOU ACKNOWLEDGE THAT WITHOUT YOUR AGREEMENT TO THESE LIMITATIONS, THE FEES CHARGED FOR THE CARAVEL SERVICE WOULD BE HIGHER.

    3. Exclusion of Liability for Website and Trial Use CARAVEL Service Subscription. CONSIDERING THAT THE CARAVEL SERVICE SUBSCRIPTION IS GRANTED TO YOU AT NO CHARGE, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY BE LIABLE TO YOU FOR ANY AND ALL DIRECT DAMAGES ARISING OUT OF YOUR ACCESS TO, AND USE OF THE WEBSITE AND THE TRIAL USE CARAVEL SERVICE SUBSCRIPTION. YOU AGREE TO THIS EXCLUSION OF LIABILITY AND ACKNOWLEDGE THAT WITHOUT YOUR AGREEMENT TO THIS PROVISION, COMPANY WOULD NOT BE ABLE TO OFFER YOU THE RIGHT TO ACCESS AND USE THE CARAVEL SERVICE AND CARAVEL SERVICES AT NO CHARGE.

  8. Termination. If you fail to comply with any terms or conditions of this Agreement and to remedy such non-compliance within five (5) days of receipt of a notice to do so, Company may automatically terminate your rights under this Agreement and disable your access to and use of the CARAVEL Service, with no liability to you and without prejudice to its other rights. You have the right to appeal any such termination by contacting your Company at hello@caravel.com. You may terminate this Agreement at any point of time as set forth in sub-sections “Trial Use CARAVEL Service Subscription” and “Paid Use CARAVEL Service Subscription” above. All provisions of this Agreement which, by their nature, should survive to termination, shall do so.

  9. Electronic Notice. Company may be required to send you legal notices and other information about the CARAVEL Service or the Terms. Company will send these notice and information via in-CARAVEL Service notices or via email to your registered email address, or via post on its Website. By accepting this Agreement, you consent to such electronic notice.

  10. Miscellaneous. This Agreement sets out the entire agreement between you and Company in relation to its subject matter, and supersedes all prior documents or agreements. If any provision of this Agreement be found unenforceable or invalid, that finding will not affect the validity of the remaining parts of this Agreement. No failure by either party to exercise any of its rights under this Agreement in relation to a failure to comply by the other party shall operate as a waiver thereof. You may not assign this Agreement or any right hereunder to any party, without written approval from Company. You and Company have entered into this Agreement as independent contractors, both legally and financially, and accordingly this Agreement shall not in any way constitute a joint entity, agency relationship, joint venture or partnership or any relationship of an employer and employee as between you and Company nor you and Company hold themselves out as being part of such an entity or relationship. Company may transfer or assign this Agreement and its rights and obligations without your consent. Company may subcontract some or all of its obligations under this Agreement to qualified third party, provided that such subcontracting shall not relieve Company of its obligations hereunder.

  11. Governing Law and Jurisdiction. This Agreement is governed by the law of France. IN THE EVENT OF ANY DISPUTE BETWEEN YOU AND COMPANY, RESULTING FROM THE INTERPRETATION, APPLICATION AND/OR PERFORMANCE OF THIS AGREEMENT, IN THE ABSENCE OF AN AMICABLE SETTLEMENT BETWEEN THE ABOVE PARTIES, EXCLUSIVE JURISDICTION SHALL BE GRANTED TO THE RELEVANT COURTS OF PARIS, NOTWITHSTANDING MULTIPLE DEFENDANTS OR THIRD PARTY CLAIMS EVEN FOR EMERGENCY PROCEEDINGS AND PROTECTIVE PROCEDURES.