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WILOGO GENERAL SALES TERMS AND CONDITIONS

PRELIMINARY RECITALS

The Company WICONCEPT (hereinafter 'WICONCEPT'), with registered office at 7 Quai de la rive 42400 SAINT-CHAMOND, a capital of 7,500 Euros, registered in the Saint-Etienne corporate and trade register under number 494 537 699 (EU VAT no. FR49494537699) has set up WILOGO Services, accessible on the website www.wilogo.com.

WILOGO Services have the primary aim of assisting companies in quickly obtaining different logo designs and other quality advertising art with associated variants.

The companies submit their requests for graphic design on www.wilogo.com and within hours receive the various graphic designs produced by the graphic designers of the WILOGO community.

Accompanied by comments and a voting system, WILOGO Services help companies to select their new visual identity.

WICONCEPT is concerned with providing WILOGO Services on the wilogo.com website as agent for the WILOGO community graphic designers for the management of the proprietary rights attached to the graphic designs created in the framework of WILOGO Services and especially with regards to the transfer of these rights to client businesses using the Services.

1. PURPOSE

1. These General Sales Terms and Conditions establish the conditions for the subscription to and use of WILOGO Services (hereinafter "WILOGO Services") offered by WICONCEPT (hereinafter "WICONCEPT"), on the website is www.wilogo.com (hereinafter "the Site") as well as the terms and conditions of the transfer of proprietary rights attached to the Designs selected by the Client.

2. "Client(s)" is/are to be understood herein as the actual persons or corporate bodies having registered with WILOGO Services expressing one or several requests for creation of Designs through the Site and through the system putting Graphic Designers in competition with one another.

The "Designs" mentioned in the present Conditions are to be understood exclusively as the graphic designs created and produced by the Graphic Designer as part of his/her participation in WILOGO Services.

"Graphic Designers" are to be understood herein as actual persons or corporate bodies having registered with WILOGO Services and responding to the orders for creating Designs carried out by Clients over the Site.

WICONCEPT has signed an agency contract with each Graphic Designer having registered with WILOGO Services with regards to the management of the proprietary rights attached to the Designs they carry out within the framework of WILOGO Services.

3. Subscription to WILOGO Services provision, where it is agreed, at the conclusion of the Graphic Designer competition as set out in article 3 herein, for selection by the Client of one or more of the Designs, implies obligatory acceptance by the Client of the provisions in the proprietary Rights Assignment Agreement (see the model guarantee and transfer rights Agreement) attached to these Designs.

WICONCEPT, acting as agent to the Graphic Designer concerned, shall in fact transfer to the Client, on behalf of and for the account of said Graphic Designer, the proprietary rights attached to the Designs selected by the Client within the framework of a guarantee and proprietary Rights Assignment Agreement.

4. This Agreement, which must obligatorily be returned by mail to WICONCEPT by the Client signed and dated in original copy based on the model sent to it from selection by the latter of the Designs at the end of the Graphic Designer competition on the Site, is logically linked to the present General Service Terms and Conditions in that it is subject to their prior acceptance by the Client.

It remains, however, separate from them and responds to the different term and performance terms and conditions of the present Terms and Conditions.

This means that the termination of the General Service Terms and Conditions shall not automatically lead to the termination of the guarantee and proprietary Rights Assignment Agreement and vice versa.

2. WILOGO SERVICES REGISTRATION – ORDER

1. Registration and access to WILOGO Services are exclusively reserved for corporate bodies and actual persons of legal age and free from guardianship having filled out and validated the order form available online at the Site, validated the present General Sales Terms and Conditions and having paid the amounts set out in article 6 herein.

2. Upon registration, the Client agrees to supply exact and truthful information on its location, as well as to carry out a regular check of the information concerning it and carry out online at its Client Space, where applicable, necessary changes.

WICONCEPT particularly calls the Client's attention to the need for the latter to notify it of a main valid e-mail address.

Any communication carried out by WICONCEPT to this e-mail address is, effectively, deemed to have been received and read by the Client who consequently agrees to check messages regularly received at this e-mail address and, where applicable, respond in the shortest possible time.

3. Only one registration per Client is allowed by a corporate body or by an actual person and by postal address.

WICONCEPT reserves the discretionary right to refuse or invalidate a posteriori the registration of a Client where information is shown to be untruthful.

4. Clicking on validation at the end of the validation process for the registration Form and/or the order Form, formalises confirmation of the registration request for WILOGO Services and means irrevocable acceptance of the present General Sales Terms and Conditions.

Clicking validation, insofar as WICONCEPT will have notified the Client of its acceptance of its registration request for WILOGO Services, means definitive consent to contract WICONCEPT for the WILOGO Services provision.

Clicking validation constitutes an electronic signature which has the same value as a written signature.

The effective transfer of the proprietary rights attached to the Designs selected by the Client is however subject to prior receipt by the Client of a copy of the transfer Agreement signed by WICONCEPT.

5. Where the Client was already registered with WILOGO Services before November 15th 2007, the date the present General Sales Terms and Conditions come into force, it must obligatorily validate these new contractual provisions before making a new order, following the terms and conditions set out in article 2.4 herein.

6. Registration allows the Client to choose a confidential username, allowing it, alongside a password it shall receive by e-mail upon registration, to access its private management interface for WILOGO Service (hereinafter its "Member Area").

These personal identification elements (username + password) may be modified online by the Client in its Member Area and are personal, confidential and non-transferable.

In these terms and conditions, the Client agrees to not tell them to third parties and ensure, where applicable, its staff is aware of the need to be particularly vigilant over the confidentiality of these personal identification elements.

WICONCEPT may not be held responsible for any direct or indirect damages occasioned by the Client or third parties resulting from fraudulent access to the Client's Member Area following the latter's personal identification information being divulged.

Specifically, WICONCEPT may not be held responsible for any direct or indirect damages occasioned from access by non-authorised third parties to the Client's Member Area where this fraudulent access has been carried out on the basis of the latter's personal identification information being captured.

7. Any order given by the Client in accordance with the provisions in article 2 herein commits the latter firmly and definitively.

8. WICONCEPT reserves the possibility to refuse registration or an order for any reason whatsoever, especially bound by a dispute in relation to payment of an earlier order from the Client concerned.

9. The I.T. records held in WICONCEPT I.T. systems or its subcontractors in reasonable security terms and conditions shall be considered as proof of communication, orders and payments made between WICONCEPT and the Client.

The storage of registration Forms, Order Forms and Order, Registration and Invoice Confirmations is carried out over a reliable durable support being able to be produced as evidence.

3. RIGHT OF REVOCATION

When the Client is taken as a consumer, that is when contracting with WICONCEPT for non-professional ends, it has, in principle, a period of seven (7) working days to exercise its right to revocation without having to justify motives or pay penalties.

The Client may not, however, exercise its right to revocation concerning the WILOGO Services it has subscribed to insofar as, in accordance with the provisions in article L.121-20-2 in the Consumer Code, the performance of the WILOGO Service has begun with its agreement before the end of the revocation period of seven (7) working days.

The Client's agreement for the start of Services performance is formalised in this context by clicking validation on the Order Form covered in article 2.2 herein.

4. DESCRIPTION AND FUNCTIONING OF THE SERVICES

WICONCEPT offers the Client the WILOGO Services, consisting of the supply of an Internet platform (the Site) allowing Graphic Designers registered with the Services to compete for the requests for Designs from Clients through the Site, and of management of the transfer of the proprietary rights attached to these Designs when they are finally selected by the Clients.

The Client is invited to go to the Site to learn about the different WILOGO Services corresponding to the "Services Pack" range.

WILOGO Services function in several distinct phases.

4.1.Initial phase of Design creation

1. The Graphic Designer desiring to respond to a request made on the Site by a Client designs and creates a number of Designs and variants corresponding to the "Services Pack" selected by the Client, by the assigned deadline and according to the criteria indicated by the Client in its request.

2. During this phase, the Graphic Designer may not view the Designs created by the other Graphic Designers.

3. The Graphic Designer may address any questions he has to the Client exclusively through the discussion forum dedicated to the Client's request; the Client is unable to communicate directly with the Graphic Designer.

4. During this phase, the Designs may not be submitted for consultation and appraisal by third parties, in particular by other graphic designers and the Client.

4.2.Community Phase

1. At the end of the Design creation phase period, the Graphic Designs will automatically be put online on the Site.

2. The Graphic Designer's Designs cannot be consulted by the Client during this phase.

3. The Graphic Designer may address any questions he has to the Client exclusively through the discussion forum dedicated to the Client's request; the Client is unable to communicate directly with the Graphic Designer.

4. The Designs are then freely accessible during this phase by other graphic designers registered with WILOGO Services, whether or not they responded to the design request in question. During this phase, graphic designers may leave comments regarding the Graphic Designer's Designs and vote for them, or not.

5. During this phase, the Graphic Designer may create and put online on the Site variants and adaptations of the Designs, to the exclusion of any new creation that would be distinct from the Designs initially put on line.

4.3.Intermediary Phase of pre-selection

1. At the conclusion of the Community Phase, which is limited in time depending on the terms of the "Services Pack" selected by the Client, the Graphic Designer's Designs responding to its demand are submitted for Client consideration and selection.

2. The Customer selects among these Realizations a number of Realizations variable in accordance with the « Pack of Services» selected, in order to put them in competition between each other’s within the framework of the « Short List » phase. The Customer has a maximum deadline of fifteen (15) calendar days to make this choice. In case of a breach of trust, the order of logo designs of the customer can be canceled without that any financial compensation can be asked by the client.

4.4.Short List Phase

1. The Graphic Designer, whether or not he was selected for the Shortlist Phase, has free access during this phase to the designs of the other graphic designers selected and may leave a comment about them and vote on them, or not.

2. A Graphic Designer chosen by the Client for the Shortlist Phase may:

- address any questions he has to the Client exclusively through the discussion forum dedicated to the Client's request, and through responses to any comments the Client may have made regarding his Designs.

- create and put online on the Site variants and adaptations of the Designs, especially in response to the comments and suggestions of the Client and the other designers, to the exclusion of any new creation that would be distinct from the Designs initially put on line.

3. The Client cannot communicate with the Graphic Designer except through the discussion forum and the comments on the Designs.

4.5.Decision of the company phase and assignment of rights

1. At the end of the « Short List » phase, limited in the time, in accordance with the duration of the « Pack of services» selected by the Customer, this one selects among the Realizations selected during the “Short List” Phase, the realization which he wants to acquire the patrimonies rights. The Customer has a maximum deadline of fifteen (15) calendar days to make this choice. In case of a breach of trust, the order of logo designs of the customer can be canceled without that any financial compensation can be asked by the client.

2. In the event that the Client chooses one or more of the Graphic Designer's Designs, WICONCEPT, as Agent of the Graphic Designer(s) consequently transfers to the Client, who becomes a Third-Party Transferee under the Agency Contract, the proprietary rights attached to the Design(s) in question.

The formalisation of this transfer will be carried out by posting a copy of the Rights Assignment Agreement signed by WICONCEPT.

Meanwhile, it will be agreed that the Client returns beforehand two dated and signed copies of said Agreement to WINCONCEPT in original by post on the basis of the model to be sent to it from selection by the latter of the Designs at the end of the Graphic Designer competition process on the Site.

4.6.Order Tracking

The Client may, at any time, consult the status of its order over the different stages by connecting to its Member Area.

5. ACCESS AND AVAILABILITY

WICONCEPT is subject to a general obligation of diligence towards the Graphic Designer in providing the WILOGO Services. It therefore undertakes to apply all means necessary to ensure the functioning of the Services under the best possible conditions of turnover time, output and consistency.

However, given the very nature of the Internet and of the computer and network infrastructure necessary to operate the Services, WICONCEPT cannot guarantee that the Services will operate twenty-four hours a day and seven days a week.

To ensure quality service, WICONCEPT reserves the right to have periods of maintenance, re-updating or technical work likely to involve a cut-off of access to the Services. However, WICONCEPT undertakes to limit the number and duration of these interruptions in the Services.

In all cases described in the present article, the resulting malfunctions or unavailability of the Services may not be considered periods during which WICONCEPT is not fulfilling its obligations, and no indemnity shall be paid to the Client, regardless of the prejudice that may be suffered by same or by third parties because of these malfunctions or unavailability.

6. FINANCIAL TERMS AND CONDITIONS

1. The prices of the different "Service Packs" and their options are posted on the Site in Euros excluding tax.

They apply to all Clients, wherever they reside.

2. The prices of the Products selected shall appear on the Order Form filled in by the Client, including all French taxes and the following charges:

- Design creation charges, obligatorily due for the services of all Graphic Designers selected by the Client in the Shortlist stage (cf. art. 4.4 herein), where the Designs are or are not finally chosen by the Client.
- The transfer amount for the transfer rights attached to the Designs finally chosen by the Client.
- Other options chosen in the order.

3. If the Client resides outside the European Union and including French overseas territories and departments, the amount of the order shall be invoiced without tax, with the corresponding reduction in applicable French VAT. It shall, however, be bound, where applicable, to verify it must not pay tax in its country.

4. WICONCEPT reserves the right to change its prices at any time, but the Services shall be invoiced on the basis of rates in force when the orders are made.

5. The payment is exclusively made in Euros, online on the Site, by bank card (list of bank cards accepted), bank transfer, postal order or cheque (only for France) or even by Paypal (countries other than France).

With payment by bank card, WICONCEPT shall proceed to debit the Client's bank card when paying online.

WICONCEPT has adopted the SSL encryption process which ensures reliable exchanges and transactions by encrypting when introducing Client banking details which are thus encoded and sent directly to the bank RHONE ALPES via a secure system, without passing through the Site, and without any member of WICONCEPT being able to access them.

6. WICONCEPT reserves the right to refuse to process an order where payment has been refused by the concerned bank payment centres.

7. Transfer to the Client of the proprietary rights attached to the Designs finally selected by the latter is subject to effective payment of the total order amount, such as is set out in article 6.2 herein.

7. SPECIFIC CLIENT OBLIGATIONS

1. The Client agrees to make all necessary information and documentation for creating the requested Designs available to the Graphic Designers, particularly for good understanding of the market and the products and/or services concerned for the Design order.

2. The topics held by the Client on the Site discussion Forums or in the comments concerning the Designs are the expression of the Client's idea.

The interactive areas on the Site are areas of free and open exchange for all Graphic Designers and Clients registered with WILOGO Services, but they are moderated a posteriori.

WICONCEPT effectively reserves the discretionary right to edit or remove, at any time, messages that are off-topic, illicit, infringe public order and good manners, protest or advertising messages, noting commercial sales, and any other message which is not in line with the WICONCEPT editorial policy.

3. The Client agrees to guarantee, compensate and pardon WICONCEPT of all direct and indirect costs and damages as well as any sentences that may arise from an action taken by third parties against it resulting from the Client's use of WILOGO Services, especially from the Site interactive areas.

8. INTELLECTUAL PROPERTY RIGHTS

1. The guarantee and transfer of proprietary rights terms and conditions attached to the Designs selected by the Client are precisely detailed in the guarantee and transfer of proprietary rights Agreement as set out in article 1.3 herein.

2. The transfer of the proprietary rights concerning the Designs selected by the Client within the framework of WILOGO Services shall thus be effective from receipt of the guarantee and transfer of proprietary rights Agreement by the Client dated and signed by WICONCEPT.

3. All data of any kind, and especially texts, graphics, logos, icons, images, advertising art created by the graphic designers of the WILOGO community, audio or video clips, trademarks, software appearing on the Site are necessarily protected by copyright, trademark law, and all other intellectual property rights, and belong to WICONCEPT or to third parties having authorised WICONCEPT to use them.

WICONCEPT grants to the Graphic Designer a right to private, non-collective and non-exclusive use of said content.

Under these conditions, the Client undertakes not to reproduce, modify, alter or redistribute without the prior and express authorisation of WICONCEPT any or all of the content described in the present article.

4. WILOGO is a community extent brand registered by WICONCEPT.

The user agrees to not infringe this brand in any way.

9. DURATION AND AVOIDANCE

1. The Client's registration with WILOGO Services is concluded for a fixed term of one (1) year from the Client's online submission of the registration form, in accordance with the provisions of article 2.4 herein.

Registration may be renewed for successive additional periods of one (1) year, unless one of the Parties expresses opposition to same by sending a registered letter with acknowledgement of receipt to the other party one (1) month before expiration of the registration.

2. In case of a breach of trust by one of the Parties of the present contract, at which it would not be remedied within eight (8) workdays, as from the reception of the registered letter with acknowledgement of receipt notifying the breach of trust, the other Party will be able to pronounce the avoidance of the present contract ipso jure, subject to all the damages the party could claim by virtue of the currents.

3. WICONCEPT retains the right to temporarily or permanently suspend provision of any or all of the WILOGO Services:

- For those cases described at article 11 FORCE MAJEURE of the present Contract.
- At its discretion, without the Graphic Designer being able to object or claim any damages or interest.

The present Conditions will then be automatically terminated.

10. INFORMATION TECHNOLOGY AND FREEDOMS

1. In accordance with the provisions of Law 78-17 of 6th January 1978 relating to information technology, files and freedoms, and with the decision of the CNIL (National Commission on Information Technology and Freedom) of 10th July 2006 to eliminate the Internet site declaration obligation in favour of the procedure for declaration of processing associated with said site, the clients/prospects file of WICONCEPT has been filed with the CNIL by WICONCEPT.

2. Therefore, according to the Law of 6th January 1978, Clients who have provided personal information through the Site are entitled to access the data concerning them, and the right to have that information changed, corrected or eliminated.

To exercise this right, they need simply access their Member Space on the Site, or send a letter or e-mail to the coordinates appearing at article 12.1 of the present Conditions.

3. The personal data relating to Clients collected through forms and any future information are intended solely for the exclusive use of WICONCEPT as part of the services it offers to Clients and are never communicated or transferred to third parties other than any technical-services providers who may be responsible for managing WILOGO Services, who are required to respect the confidentiality of the information and not to use same except for the specific operation they must perform.

4. The data of Clients are also used to enhance and personalise communication with them.

5. WICONCEPT keeps the graphic designers' personal data on its own servers and undertakes to keep the personal data collected strictly confidential.

6. The Client is informed that the functioning of WILOGO Services necessarily implies that WICONCEPT places a cookie on its computer when it navigates the Site; this is a file stored on his computer's hard disk that automatically identifies the Client upon its subsequent connections to the Site and facilitates its navigation on the Site, and use of WILOGO Services.

This cookie is stored on the Client's computer for three (3) months; when it expires, if the Client again connects to the Site, a new cookie will automatically be placed on the Client's computer.

The Client may reject the cookies or destroy them; this will make it impossible for it to use WILOGO Services.

11. FORCE MAJEURE

Neither Party may be held liable if execution of the present Contract is delayed or impeded by reason of a case of force majeure or an act of God, by the actions of the other Party or of a third party or by outside causes such as social conflicts, the intervention of the civil or military authorities, natural disasters, fires, water damage, poor functioning or interruption of the telecommunications network or the electrical grid.

Force majeure is understood as any event external to the affected Party, being at once unforeseeable, irresistible and insurmountable in nature, that prevents either Party from executing all or part of the obligations established by the present Contract against it.

In all cases, the impeded Party must do everything in its power to limit the duration and effects of the act of God or case of force majeure or outside causes.

If the event is prolonged beyond a period of three (3) months, the present Contract may be terminated by right.

12. MISCELLANEOUS

The present contract applies worldwide, and only its French version is authoritative for its interpretation.

1. For any information or questions, WICONCEPT invites the Client to consult the FAQ on the Site, which covers the most frequently asked questions and how to resolve them.

If the Client does not find the answer in the FAQ, it may contact WICONCEPT at the following coordinates:

Wiconcept
7 Quai de la rive
42400 - Saint-Chamond
FRANCE
tel / fax : +33(0)4.77.83.56.62

E-Mail : Contact

2.Contract amendments

WICONCEPT reserves the right to unilaterally change the terms of these conditions, particularly in the event of technical, legal or jurisprudential developments, or when new services are offered.

The Client will always be informed of the nature and scope of these changes, by e-mail sent to its e-mail address.

Unless the Client objects within thirty (30) days following notification of these changes, the Client will be considered to have accepted them.

In the event that the Client does not accept the changes, WICONCEPT reserves the right to terminate these Conditions to the sole prejudice of the Client.

3.Invalidity

Should one of the provisions of the present Conditions be considered invalid by virtue of a provision of law or regulation, present or future, or of a court judgment having the authority of a final judgment and issued by a competent jurisdiction or body, this provision of the contract shall be considered not to have been written, while all other provisions herein retain compulsory force between the Parties.

4.Non-waiver

The fact that one of the Parties does not avail itself at a given time of any of the provisions of the present Contract may never be construed as a waiver by it of the rights it holds hereunder.

13. APPLICABLE LAW – COMPETENT JURISDICTION

This contract is subject to French law.

Any dispute arising from the execution or interpretation of the present Contract obligates the Parties to come together and attempt to find an amicable solution to their dispute, first conventionally and then through mediation.

The Parties hereby designate as their mediation venue the Centre Interrégional de Médiation et d'Arbitrage– 19 Place Tolozan – 69001 LYON.

If mediation fails, the dispute shall be brought before the competent jurisdiction.

IN THE EVENT THAT THE CLIENT IS A CORPORATE BODY, THE DISPUTE SHALL BE BROUGHT BEFORE THE COMPETENT JURISDICTION IN THE JURISDICTION OF THE LYONS - FRANCE COURT OF APPEAL, MULTIPLE DEFENDANTS OR THE INTRODUCTION OF THIRD PARTIES NOTWITHSTANDING.