GENERAL CONDITIONS OF USE OF THE VAVE.io SITE
Version n ° 1 – Last modification on 02/29/2020
1. Introduction Presentation of the general conditions of use
Acceptance of the T & Cs
The site VAVE.io is edited and operated by Golden Chain, a simplified joint stock company with a share capital of 500 euros, whose head office is located at 34 rue Blanche 92800 Puteaux, registered in the Paris Trade and Companies Register under number 840 510 242 (“Golden Chain ”). These T & Cs govern any access to the Site and any use of the Services by any User, regardless of their status. Depending on their status, certain Users may be required to accept specific conditions supplementing these Terms before any use of the Services. Any access or use of the Site implies unreserved acceptance of these T & Cs. VAVE.io reserves the right to modify these T & Cs at any time. Changes to the T & Cs may be invoked against users of the Site from the time they are put online, but do not take precedence over any bilateral agreements previously concluded between VAVE.io and Users, in the event of contradiction. Each use of the Site by the User constitutes acceptance of the latest version of the Terms published on the Site. Users can express their refusal of the modified T & Cs by unsubscribing from the Site according to the methods provided for in these T & Cs. The terms starting with a capital letter in these T & Cs are defined below, it being specified that the terms defined in the singular must also be understood in the plural. Active means a financial security issued by an Issuer and registered in a shared electronic registration system, in accordance with Articles L. 211-3 et seq. of the Monetary and Financial Code. Terms means these general conditions of use. Club deal refers to any User wishing to create a private space in order to present prospects or assets to an Issuer, through the Solution. Transmitter means any User using the Solution to issue and / or manage Assets. Personal space designates the individualized interface allowing an Issuer or an Investor to access the Services, and whose access requires the use of a username and password. This space is a private place under the entire and sole responsibility of its administrator. Investor means any User who has subscribed (or has been allocated) at least one Asset with an Issuer, through the Solution. KYC procedure means the procedure for identifying Users carried out by VAVE.io to comply with the obligations to combat money laundering and the financing of terrorism. Services designate all of the services provided by VAVE.io to Users through the Site and / or the Solution. Site designates the site VAVE.io Solution has the meaning given to it in Article 5. User means any legal or natural person accessing the Site, whether or not it uses the services provided by it. Users notably include Issuers, Investors and Visitors. Visitor means any user who has registered on the Site, but does not intend to use the Solution as an Issuer, Founder, club deal or as an Investor.
2 Personal data collected by VAVE.io
The User expressly recognizes and accepts: – that the data collected on the site and on the computer equipment of VAVE.io is proof of the reality of the operations carried out within the framework of the present; – that this data constitutes the only method of proof accepted between the parties, in particular for the calculation of the amounts due to VAVE.io – have read and accepted the general confidentiality policy available on the VAVE.io site and in the appendix to these T & Cs. The User can access this data in his Personal Space.
3 User declarations and commitments
Without prejudice to the other obligations provided for in these T & Cs, the User undertakes to comply with the following obligations and certifies that the following declarations are correct: 3.1. The User acknowledges that the Site is only accessible, subject to any restrictions that may be adopted by VAVE.io, to natural persons with full legal capacity to accept these Terms and to legal persons acting by the ‘intermediary of natural persons with the capacity to contract in the name and on behalf of these legal persons. Natural persons who do not have full legal capacity can only access the Site with the agreement of their legal representative. 3.2. The User undertakes, in his use of the Services, to comply with the laws and regulations in force and not to infringe the rights of third parties or public order. 3.3. The User acknowledges that he is solely responsible for the proper completion of all administrative, tax and / or social formalities, and of all payments of contributions, taxes or taxes of all kinds which are incumbent upon him, if applicable in connection with his use of the Services. The responsibility of VAVE.io can in no case be engaged on this basis. 3.4. The User acknowledges having read the characteristics and constraints, in particular technical, of all the Services on the site. He is solely responsible for his use of the Services. 3.5. The User acknowledges that he is solely responsible for the relations that he may establish with other Users and for the information that he will communicate to them within the framework of the Services. It is up to him to exercise appropriate prudence and discernment in these relationships and communications. The User also undertakes to respect the usual rules of politeness and courtesy in his exchanges with other Users. 3.6. The User acknowledges that he undertakes to respect the confidentiality of all the information which would be given to him in the different private areas of the Founders or the club deals. This confidentiality agreement is unilateral and commits the user of the service who would come to access a Private area of a Founder or a club deal. He will be required to keep confidential the information communicated to him by the issuer. Likewise, all users with a Founder or Club Deal account undertake to respect strict confidentiality for the various member users who are registered in this space. In particular, it is perfectly forbidden to report the presence within a Founder group or club deal of a natural or legal person using this space. No documents or information transmitted by a User may be disclosed by the Founder or the Club Deal which has received its elements. 3.7. The User undertakes to make strictly personal use of the Services. 3.8. The User undertakes to provide VAVE.io with all the information necessary for the proper performance of the Services. More generally, the User undertakes to cooperate actively with VAVE.io with a view to the proper execution of these conditions. 3.9 The User acknowledges that he is solely responsible for content of all kinds (editorial, graphics, audiovisual or other, including the name and / or image possibly chosen by the User to identify himself on the Site) that it disseminates within the framework of the Services (the “Contents”). The User guarantees to VAVE.io that he has all the rights and authorizations necessary for the dissemination of this Content. He undertakes that said Content is lawful, does not prejudice public order, morality or the rights of third parties, does not infringe any legislative or regulatory provision and more generally, is in no way likely to jeopardize VAVE.io’s civil or criminal liability The User thus refrains from distributing, in particular and without this list being exhaustive: Content that is pornographic, obscene, indecent, shocking or unsuitable for a family audience, defamatory, abusive, violent, racist, xenophobic or revisionist; Counterfeit Content; Content that infringes the image of a third party; Content that is untrue, misleading or offering or promoting illegal, fraudulent or deceptive activities; Content harmful to third party computer systems (such as viruses, worms, Trojans, etc.); and more generally, Content likely to infringe the rights of third parties or to be prejudicial to third parties, in any way and in any form whatsoever. 3.10. The User acknowledges that the models of contracts and legal acts which may be made available to him by VAVE.io within the framework of the Services do not constitute legal advice, opinions or consultations. The User finally acknowledges that the generation by VAVE.io of said models of contracts and legal acts does not exempt him from having to use the services of a lawyer or other legal professional empowered by law to provide consultations legal and to draft acts under private signature. Only such a professional is able to adapt the legal documentation to the specific needs of the User. The User acknowledges having been invited by VAVE.io to consult a legal professional in the context of the preparation of this legal documentation. In any event, the User (when he is an Issuer) acknowledges that the subscription by the Investors of the Assets produces legal consequences which it is up to the Issuer to assess and manage. In no case VAVE.io can not be held responsible for the inability of the Issuer to honor its obligations arising from the issuance of said Assets. 3.11. The User acknowledges that it is their responsibility to take the necessary measures to save by their own means the information contained in their Personal Space, of which no copy will be provided. 3.12. The User acknowledges that access to his Personal Space and his use of the Services may be temporarily impossible in the event of the occurrence of technical or computer malfunctions, or any case of force majeure (defined as any unpredictable, irresistible event beyond control from VAVE.io)
4 Behaviors prohibited on the site
4.1. It is strictly prohibited to use the Services for the following purposes: the exercise of illegal, fraudulent activities or activities which infringe the rights or security of third parties; breach of public order or violation of applicable laws and regulations; intrusion into the computer system of a third party or any activity likely to harm, control, interfere, or intercept all or part of the computer system of a third party, violate its integrity or security; sending unsolicited emails and / or prospecting or commercial solicitation; manipulations intended to improve the referencing of a third-party site; aid or incitement, in any form and in any way, to one or more of the acts and activities described above; more generally, any practice diverting the Services for purposes other than those for which they were designed. 4.2. It is strictly prohibited to use inaccurate or fraudulent information to issue Assets through the Solution. 4.3. It is strictly forbidden for Users to copy and / or divert for their purposes or those of third parties the concept, technologies or any other element of the VAVE.io site. 4.4. The following are also strictly prohibited: (i) any behavior likely to interrupt, suspend, slow down or prevent the continuity of the Services, (ii) any intrusions or attempted intrusions into VAVE.io systems (iii) any diversion of system resources from the Site, (iv) all actions likely to impose a disproportionate burden on the latter’s infrastructure, (v) any breach of security and authentication measures, (vi) all acts likely to infringe the financial, commercial or moral rights and interests of VAVE.io or the users of its site, and finally more generally (vii) any breach of these general conditions. 4.5. It is strictly forbidden to transfer your account in a paying or free manner without notifying VAVE.io beforehand, which may issue within 30 days a possible opposition to this transfer in the event that the new administrator does not bring all guarantees to maintain the service offer present in said account at the time of the envisaged transaction.
5 Sanctions in the event of violation of the T & Cs
In the event of a breach of any of the provisions of these CGU or more generally, of violation of the laws and regulations in force by a User, VAVE.io reserves the right to take any appropriate measure and in particular to: suspend or terminate access to the Services of the User, author of the breach or offense, or having participated in it; delete any content posted on the site; publish on the site any information message that VAVE.io deems useful; notify any relevant authority; and initiate any legal action.
6 Do’s and Don’ts on VAVE.io
To do / Not to do
6.1 To do: comply with all applicable laws, including but not limited to privacy laws, intellectual property rights laws, unsolicited e-mail laws, laws relating to the control of exports, tax laws and regulatory requirements; provide us with accurate information and update it; use your real name on your profile; use the Services in a professional manner. 6.2. Not to do : create a false identity on VAVE.io, counterfeit your identity, create a Member profile for anyone other than yourself, or use or attempt to use the account of another; develop, support or use software, devices, scripts, robots or any other means or process (including indexing robots, browser plug-ins and add-ins, or any other technology) to perform web scraping of the Services or otherwise copy profiles and other data from the Services; replace any security functionality or circumvent or avoid any access control or use Service limits (such as limitations on keyword searches or profile views); copy, use, disclose or distribute any information obtained from the Services, whether directly or through third parties (such as search engines), without the consent of VAVE.io disclose information that you do not have permission to disclose (such as personal data of other people, including your employer); violate the intellectual property rights of others, including copyright, patents, brands, trade secrets or any other property rights. For example, do not copy or distribute (except through the sharing functionality made available) posts or any member content without their permission, which they may give by publishing under a Creative Commons license; violate intellectual property rights or other rights of VAVE.io which includes, but is not limited to: copying or distributing our learning videos or other materials or (ii) copying or distributing our technologies, unless they have been released under an open source license, (iii) the use of the term “VAVE.io” or our logos in a trade name, email address or URL, except as described in the Guidelines for the use of brands; publish anything that contains viruses, worms or any other dangerous code; reverse engineer, decompile, disassemble, decipher or, in general, attempt to obtain the source code of the Services or any related technology that is not open source; imply or declare that you are affiliated or sponsored by VAVE.io without our express consent (for example, pretending to be a VAVE.io approved trainer) rent, lease, lend, market, sell / resell or otherwise monetize the Services or associated data or access them without the agreement of VAVE.io create deep links to our Services for any purpose other than promoting your profile or a group on our Services, without the agreement of VAVE.io use computer bots or other automated methods to access the Services, add or download contacts, send or redirect messages; monitor the availability, performance or functionality of the Services for competitive purposes; use the technique of “framing”, “mirroring” or, in general, simulate the appearance or operation of the Services; cover or otherwise modify the Services or their appearance (for example by inserting elements in the Services or by deleting, covering or hiding an advertisement included on the Services); disrupt the operation of the Services or impose a disproportionate load on them (eg spam, denial of service attack, virus, game algorithm); and or violate the policies of the professional community or any additional condition related to a specific Service provided, when registering for such a Service or your first use of this Service, as well as the VAVE.io conditions where applicable.
7 Exemption and limitation of liability in favor of VAVE.io No warranty
Exclusion of liability
Basis for negotiations and exclusions
7.1 Absence of warranty This constitutes our disclaimer regarding the quality, safety or reliability of our Services. VAVE.io and its affiliates make no representations or warranties regarding the services, including that the services will not be interrupted or error-free and provide the services (including content and information) “as is ”And“ subject to availability ”. to the fullest extent permitted by applicable law, VAVE.io and its affiliates disclaim all implied or legal warranties, including all implied warranties of title, accuracy of data, freedom from forgery, merchantability or quality ‘suitability for a particular use. 7.2 Exclusion of liability Restrictions on our legal liability to you. To the fullest extent permitted by law (and unless VAVE.io enters into a separate written agreement which cancels this contract), VAVE.io, including its affiliates, will have no liability arising from this contract for losses lost profits or business opportunities, reputation (eg insulting or defamatory statements), loss of data (eg interruptions or losses of your data or content, use thereof, or changes made) or any indirect, fortuitous, consecutive, special or punitive damages. VAVE.io and its affiliates will not be liable to you in connection with this contract for amounts that exceed: the total amount of fees paid or payable by you to vave.io for services during the term of this contract, if applicable, or US $ 1,000. 7.3 Basis of negotiations and exclusions. The liability restrictions in this section form part of the basis for negotiation between you and VAVE.io and apply to all claims for compensation (for example, warranty, civil liability, negligence, contract and law) including if VAVE .io or its affiliates have been informed of the possibility of such damage, and even if these actions for damages do not fulfill their ultimate purpose. These limitations of liability do not apply in the event of death or personal injury, fraud, gross negligence or willful misconduct, or in the event of negligence due to the breach of a substantial obligation, an obligation substantial enough to make the prerequisite for providing services and on which you can reasonably rely, but only to the extent that the damages were directly caused by the breach and were foreseeable at the conclusion of this Agreement and to the extent that they are typical in the context of this Agreement.
8 Description of the services offered
8.1 VAVE.io provides a software solution facilitating the issuance of Assets by the Issuers, then their administration after their issuance. The Assets are registered in a shared electronic recording device in accordance with Articles L. 211-3 et seq. Of the CMF (the “Solution”). The Solution allows the holders of Assets issued by an Issuer to administer them via a dedicated interface. Investors can subscribe to the Assets directly through the Solution, by crediting their Payment Account with an amount equivalent to the subscription price. Finally, Visitors have the opportunity to test the Solution by simulating the issue or subscription of Fictitious Assets. 8.2. VAVE.io does not intervene in the fundraising carried out by the Issuers through the issuance of the Assets, and its responsibility cannot in any case be engaged by an Investor due to the subscription by the latter of a any Active. The solution proposed by VAVE.io being strictly technological, VAVE.io does not provide any regulated service. In particular, the services provided by VAVE.io to Issuers and Investors do not constitute intermediation in various goods, investment advice or management of collective investment schemes. Each Investor must assess the investment opportunities accessible through the Site and determine whether they are appropriate given their investment objectives and their financial situation. Each Investor is encouraged to consult a financial advisor before purchasing an Asset. 8.3 Legally, the issuance of the Assets is carried out by the issuance by the Issuers and the Investors of the necessary legal formalities. The statement of Assets owned by an Investor available in his Personal Space does not constitute the latter’s property over the Assets, nor does it constitute proof thereof. In accordance with Articles L. 211-3 et seq. Of the Monetary and Financial Code, ownership of the Assets results from the sole registration in the name of the Investor in the shared electronic registration system; the statement available in the Personal Space simply reproducing these property rights in a form easily readable by the Investor. 8.4. VAVE.io cannot be held responsible for any breach by an Issuer of the general rules applicable to companies or the rules specific to financial securities issued, and in particular the regulation of offers to the public of financial securities. 8.5. As part of the Solution, the Issuers mandate VAVE.io to register the Assets in a shared electronic recording device, in accordance with the provisions of article R. 211-3 of the Monetary and Financial Code. As an authorized representative, VAVE.io complies with the provisions of article R. 211-9-7 of the Monetary and Financial Code and in particular provides Investors with their transaction statements. 8.6. In addition to the main service described in these T & Cs, VAVE.io can also provide services to provide models of legal acts. VAVE.io can also allow Users, by means of software, to personalize these models themselves by answering a questionnaire, and to download the documents thus created. As part of the services described in the previous paragraph, it is specified that VAVE.io is not a law firm and provides neither legal advice, nor legal consultation, nor service of drafting of documents under private signature (in the sense of law n ° 71-1130 of December 31, 1971).
9 Registration on the site
The use of the Services requires that the User registers on the Site, by filling in the form provided for this purpose. The User must provide all of the information marked as mandatory. Any incomplete registration will not be validated. The User guarantees that all the information he gives in the registration form as well as in the KYC forms is exact, up to date and sincere and is not vitiated by any misleading character. He undertakes to update this information in his Personal Space when necessary. The User also undertakes to communicate to VAVE.io at his request, any supporting documents relating to this information. The violation by a User of the obligations defined in the preceding paragraph authorizes VAVE.io to take one or more measures provided for in these CGU. Registration automatically opens an account in the name of the User, giving him access to a Personal Space. The User can access his Personal Space at any time after identifying himself with his login and password. The User is also responsible for maintaining the confidentiality of his username and password. He must immediately contact VAVE.io at the contact details mentioned in these T & Cs if he notices that his account has been used by a third party without his knowledge.
10 Prices and payment methods
The provision of Services to Issuers is likely to give rise to invoicing, the terms of which will be specified in the specific conditions concluded between the Issuer and VAVE.io
11 Method of subscribing assets in private club deals Conditions precedent
Validation of investors by the Issuer
11.1. Conditions precedent The issue of any Asset by an Issuer is subject to the completion of various legal formalities specific to the legal nature of the Asset issued. In addition, the completion of the issue may be subject to the lifting of conditions precedent of a contractual nature, defined in advance by the Issuer. In general, fundraising operations carried out through the Solution are subject to a condition precedent relating to the achievement of a minimum subscription amount. This amount is defined by the Issuer and appears in the description of the transaction which can be consulted by Investors. Unless otherwise stipulated in the legal documentation relating to the issue of the Asset concerned, Investors’ subscriptions are received conditionally. They only become definitive in the event of the lifting of the aforementioned suspensive condition, as well as of any other suspensive condition stipulated in the legal documentation. If the conditions precedent stipulated in the legal documentation relating to the issue of the Asset are not lifted, the Asset is not issued and the subscriptions of the Investors lapse. The various Investors who participated in the fundraising are then credited with the amount corresponding to their subscription by debiting the account into which the funds were paid. 11.2. Validation of Investors by the Issuer The identity of Investors wishing to subscribe to an Asset being issued is communicated to the Issuer by VAVE.io The Issuer can then decide to prohibit certain Investors from subscribing to its Assets. These choices are made through a dedicated page integrated into the Solution.
12 No guarantee for investments made
The User acknowledges that he is aware that the subscription of financial securities issued by young unlisted companies presents a high risk of loss of the invested capital and lack of liquidity. In no case VAVE.io can not be held responsible for losses that may arise from a subscription made through the Solution.
13 Termination / Unsubscription
13.1. Visitors and Investors can unsubscribe from the Site at any time by sending an email to our official email address firstname.lastname@example.org. VAVE.io then closes the account and deletes the personal information concerning the Visitor or Investor concerned, subject to its legal obligations relating in particular to the preservation of archives. It is specified that the unsubscription of an Investor does not affect the ownership by the latter of the Assets subscribed through the Solution. [When unsubscribing, the Investor will receive an email from VAVE.io inviting him to contact the Issuer (s) of the Assets he has subscribed or acquired, with a view to continuing their management outside the framework of the Solution.] 13.2. Issuers can unsubscribe by following the procedure defined by the specific conditions reserved for Issuers. 13.3. A Founder or Club Deal may unsubscribe any user from his private area. In no case will the responsibility of VAVE.io be engaged either by the one who is unsubscribed or by the one who has unsubscribed. Each user is solely responsible for the consents which produced it on VAVE.io VAVE.io provides its technical skills to streamline and manage the consents issued and reciprocal.
14 Applicable law and settlement of disputes
These general conditions are governed by French law. Disputes on the validity, interpretation and / or execution of these T & Cs will be entrusted to the exclusive jurisdiction of the NANTERRE tribunal de grande instance, subject to the contrary mandatory procedural rules.
15 Intellectual property
The systems, software, structures, infrastructures, databases and content of all kinds (texts, images, visuals, music, logos, brands, etc.) operated by VAVE.io within the Site are protected by all intellectual property rights or rights of producers of databases in force. All disassembly, decompilation, decryption, extraction, reuse, copies and more generally, all acts of reproduction, representation, dissemination and use of any of these elements, in whole or in part, without the authorization of VAVE.io are strictly prohibited and may be subject to legal proceedings.
VAVE.io reserves the right to insert on any page of the site and in any communication to Users any advertising or promotional messages in a form and under conditions of which VAVE.io will be the sole judge. VAVE.io reserves the right to insert the Content in its promotional communications, with the aim of highlighting the experience of Users on the Site. VAVE.io also reserves the right to insert in its promotional communications descriptions of the uses of the Site carried out by the Users. VAVE.io can in no way be held responsible for the technical availability of websites or mobile applications operated by third parties (including its possible partners) to which the User would access via the site. VAVE.io does not accept any responsibility for the content, advertising, products and / or services available on such third-party websites and mobile applications, which are reminded that they are governed by their own conditions of use. VAVE.io is also not responsible for transactions between the User and any advertiser, professional or trader (including any partners) to which the User is directed through the site and cannot in any way be a party to some possible disputes whatsoever with these third parties concerning in particular the delivery of products and / or services, guarantees, declarations and any other obligations to which these third parties are bound.
17 Website manager & legal notice
The Site is edited by VAVE.io VAVE.io can be contacted at the following coordinates: Address : 34 rue Blanche 92800 Puteaux, Email address : contact@VAVE.io The Site is hosted by the company [·], whose head office is located [·]. The publication director is Mehdi RADI Intra-community VAT number:]
18 Content complaints
Contact details for complaints relating to content published by our Members. We respect the intellectual property rights of others. We require that members publish accurate information that does not infringe the intellectual property rights of others. We have a complaint policy and procedure regarding content posted by our Members.
19 How to contact us
Our contact details. Our Customer Support also provides information about our Services.
Version n ° 1 – Last modification on 06/03/2020
2. Information we may collect about you
2.1. We collect and process all or part of the following information about you: The information you provide to us in connection with your use of the Services and the Platform. This information contains, for example, data relating to your registration and your user account (name, identifier, email address), as well as other contact details such as your address or information relating to your marital status. Information that you provide to us and that we collect elsewhere as part of the KYC Procedure. This information contains, for example for natural persons, a copy of identity document, proof of address. Information relating to Assets. This information includes technical, financial, payment and other data relating to an asset subscription or an asset transaction, and which relate to you as a Shareholder or Issuer. Our exchanges. If you contact us, we normally keep a record of this correspondence. Data relating to the Site and the use of your connection. This data including the connection logs and details of your visits to the Site as well as the information collected through cookies and other tracking technologies including, but not limited to, your IP address, the version of your browser and of your system. , traffic data, location data, web logs and other connection data, as well as the resources you access.
3. Use of your personal data
4. Transfer, storage and security of your personal data security
Data transfer outside the EEA
The duration of the conversation
5. Your rights & how to contact us Publicity
Updating your information
6. Cookie management policy
6.1. We inform you that, during its visits to the Site, one or more cookies may be automatically installed on your browser software. Cookies are data stored in your terminal equipment and used by the Site to send information to your browser, and allowing this browser to send information to the original site (for example a session identifier, the choice of a language or date). Cookies make it possible to store state information when a browser accesses the different pages of a website or when this browser subsequently returns to this website. The Visitor can refuse the installation of cookies by following the procedure indicated on his browser. In this case, the use of the Site and access to the Services could be altered, or even prove to be impossible.