Preamble

Ziki Inc, registered in the Delaware with its head office 41 East 11th Street, 11th floor, New York, NY, 10003, USA operates the site hosted at www.Ziki.com (the “Ziki Site”), which puts professionals offering certain products and/or services (the “Service Providers”) with Internet users who have shown an interest in the products or services offered by the Service Providers (the “Prospects”). The Service Providers and Prospects are referred to as “Members”. Other Internet users browsing the Ziki Site are referred to as “Visitors”.

Please carefully read these Terms of Use (“Terms of Use”). If you refuse to be bound by these Terms of Use, you must leave the Ziki Site.

1. ACCEPTANCE OF TERMS OF USE

Browsing the Ziki Site or ordering Ziki Services indicates your acceptance of these Terms of Use.

By using the Ziki Site you agree to be bound by these Terms of Use, whether you are a Visitor or Member. The term “User” refers to Visitors and Members collectively.

These Terms of Use constitute the entirety of the agreement between you and Ziki in respect to the use of the Ziki Site. Upon your submitting an order for Ziki Services, these Terms of Use and all Terms of Service applicable to the Ziki Services you order constitute the entirety of the agreement between you and Ziki.

2. DEFINITIONS

The following terms shall hereafter be defined as follows:
“Profile” shall mean the public web page on the Ziki Site on which Members can upload biographical information and Public Recommendations.

“Public Recommendation" shall mean generally positive appraisals of Products or Services by any person knowing the Service Provider and, in particular, colleagues, partners, customers, and vendors, on the Service Provider’s Profile.

“Ziki Quality Charter” shall have the meaning set forth in article 10 below.

“Ziki  Services” shall mean services provided by Ziki to a Service Provider as described in applicable Terms of Service between Ziki and such Service Provider.

3. PURPOSE

These Terms of Use are intended to define the terms and conditions under which you agree to use the Ziki Site and, as applicable, subject to the Terms of Service, Ziki Services.

4. MODIFICATIONS TO TERMS OF USE

Ziki reserves the right to modify or amend these Terms of Use at any time; any modification or amendment will be effective upon Ziki posting the same on the Ziki Site. Continued use by you of the Ziki Site after Ziki has posted an updated version of the Terms of Use implies your consent to the Terms of Use as modified or amended. Consequently, it is important that you regularly read these Terms of Use to ensure that you are fully aware of any changes that may be made to them.

5. AUTHORITY

By using the Ziki Site you warrant and guarantee that: (a) any information you provide when subscribing to the Ziki Site is true and correct, (b) you will keep such information up to date, modifying your account or profile if necessary, © you are at least 18 years of age, and (d) your use of the Ziki Site does not contravene any laws or regulations in force.

Your Profile may be removed, and your Membership suspended or cancelled without any notification from Ziki if it appears to Ziki from information supplied, whether by you, other Members or a third party, that:

- you are under 18 and are subscribed or attempting to subscribe as a Prospect;

- you are not a professional authorised to subscribe the Service Provider to the Ziki Site or to offer Products or Services;

- the products or services you offer as a Service Provider do not comply with the Ziki Quality Charter set forth in article 10 below.

6. ID

When you subscribe to become a Member, you will choose a Login and password (collectively, your “ID”). You are fully responsible for keeping your ID secret. You agree not to use the account or ID of another Member at any time, nor to disclose your ID to a third party. You agree to immediately inform Ziki if you suspect unauthorised use of your account or access to your ID. You are solely liable for any use of your account by you or by a third party.

7. REGISTRATION OF A SERVICE PROVIDER

Service Providers are invited to complete their Profile.

Furthermore, each Service Provider designates the products and/or services it proposes to offer Prospects under the conditions set forth in the Ziki Quality Charter (“Products” and “Services”).

Each Service Provider agrees that the information it provides Ziki will be used and disclosed pursuant to these Terms of Use and, as applicable, the Terms of Service.

8. REGISTRATION OF A PROSPECT

Prospects are invited to designate the Products and/or Services for which they wish to be put into contact with Service Providers (a “Quotation Request”).

Each Prospect agrees that the information it provides Ziki will be used and disclosed pursuant to these Terms of Use and, as applicable, passed on to Services Providers which may initiate contact with the Prospect.

9. CONTACT WITH PROSPECTS

Matching Quotation Requests and Service Providers

Ziki will match each Quotation Request with the Products and/or Services offered by Service Providers.

The Service Providers selected by Ziki as matches to a Prospect are each invited to issue a personalised quote for the Products and/or Services requested in the Quotation Request (a “Quotation”).

The Prospect will choose, as applicable, freely and at its sole risk, the Quotation it wishes to pursue.

The Service Provider shall issue a Quotation within 72 hours of receipt of a Quotation Request.

Non-qualified Prospects

Ziki carries out a swift and automatic matching of Quotation Requests and Service Providers and works to eliminate illegitimate Quotation Requests.

Ziki provides the Service Provider with the contact information of the Prospects that Ziki has matched to the Service Provider’s Services or Products by e-mailing the Service Provider contact information for these “non-qualified” Prospects (the “Connection”).

Connections are offered by Ziki free of charge.

Qualified Prospects

Ziki offers the Service Providers a service by which non-qualified Prospects are reviewed and qualified. The terms and conditions for Ziki connecting Service Providers and qualified Prospects are defined in the Terms of Service for Qualified Prospects.

10. ZIKI QUALITY CHARTER

By subscribing to the Ziki Site, the Service Provider represents and warrants the following as of the day of subscription and each day thereafter that the Service Provider is a Member and covenants to immediately notify Ziki in the event of a change to the following (the “Ziki Quality Charter”):

- The Service Provider exercises a trade, is a merchant, or a professional.

- The Service Provider is duly registered with all applicable regulatory authorities (whether governmental or not).

- The Service Provider is able to issue an invoice with respect to the Products and/or Services it offers on the Ziki Site.

- The Service Provider is not a party to any bankruptcy proceeding, is not in receivership or is not insolvent, nor is it about to become so.

- The Service Provider is covered by all insurance necessary for it to operate, in particular by civil liability insurance and, as applicable, insurance covering any guarantee required by law.

- The Service Provider has the resources necessary to provide a quality commercial service or product to its customers, and has the know-how necessary to prepare a Quotation for Prospects requesting the Service Provider’s Products and/or Services.

- The Service Provider supplies Products and/or Services according to best practice and complies with all applicable laws and regulations.

- The prices proposed by the Service Provider in the Quotation comprise all elements (products, services or costs) reasonably foreseeable as being necessary for the complete execution of the Service or supply of the Product, and including, as applicable, taxes chargeable as per regulation applicable to the Product or Service quoted.

- Service Providers supplied by Ziki, within the context of the Qualified Prospect Service, with the identity of the other Service Providers also providing a Quotation with respect to a particular Quotation Request, undertake to (i) refrain from any denigration of said Service Providers, as well as refrain from any act of unfair competition, (ii) not enter into contact with said Service Providers for any reason whatsoever other than in the ordinary course of business consistent with past practice, and (iii) not enter into unlawful agreements with any such Service Providers.

- The Service Provider undertakes to use the information about the Prospect supplied by Ziki only for the purposes of the sale of Products or the rendering of Services requested in the Quotation Request from such Prospect.

- The Service Provider undertakes not to use the information about the Prospect for the purposes of soliciting such Prospect for products or services not related to the Products or Services requested to in the Quotation Request; furthermore, the Service Provider must give the Prospect in question the means of declining any future commercial solicitation (whether written or oral) from such Service Provider.

- Service Providers are prohibited from ceding, transferring or selling the Prospect’s information to any third party whatsoever.

11. ZIKI’S LIMITED LIABILITY WITH RESPECT TO THE ZIKI SITE

Ziki is not liable for any errors, omissions, interruptions, deletions, delays in operation or transmission, thefts or destructions or unauthorised accesses, or any alterations of communications with any User.

Due to the technical uncertainties of the Internet and the policies of technical contractors and/or Search Engines, Ziki reserves the right to temporarily suspend Ziki Services for technical reasons or maintenance. Such suspension of services does not confer any right to compensation to the Service Provider. Ziki shall use its best efforts to limit these interruptions.

Ziki respects the privacy of its Users. Click here to display the Ziki Privacy Policy. By using the Ziki Site, you accept that your personal data may be transferred to and processed in other countries.

12. RELATIONSHIP BETWEEN ZIKI AND USERS

Ziki on the one part, and the User on the other, are independent parties, each acting on their own behalf. These Terms of Use do not create any subordination, representation, brokerage, joint venture, franchise or any sale or purchase relationship between Ziki and the User.
Ziki is not and will not be a party to any sale, lease or exchange of Products or the rendering of Services.
Ziki is not and will not be a party to any transaction between a Service Provider and a Prospect or between a User and a third party. Therefore, Ziki does not have any control over the quality of the Products or Services or the Service Provider’s, Product’s, or Services’ compliance with commercial safety standards or any laws or regulations applicable to such Service Provider, Product or Service or applicable to any User. For purpose of illustration and not to limit the foregoing, Ziki does not verify or guaranty whether Products are counterfeit or not, the veracity and accuracy of advertisements or Public Recommendations, the capacity or power of Users to contract, any User’s solvency, or compliance of Service Providers or their Services or Products with the Ziki Quality Charter.

13. ZIKI’S TITLE TO THE ZIKI SITE – RESTRICTED USER LICENCE

Elements on the Ziki Site, in particular graphic design, logos, designs, texts, icons, scripts, applications, software, functions and their selection and combination, other than User Content (as defined below), legally published on the Ziki Site (collectively, the “Site Content”) are the exclusive property of Ziki or its licensers.

The Site Content may not be modified, copied, distributed, framed, reproduced, downloaded, displayed, published, transmitted or sold in any form or by any means whatsoever, in whole or in part, without the prior written consent of Ziki.
You are authorised to use the Ziki Site and the Site Content solely pursuant to and in accordance with the provisions set forth herein. Any use of the Ziki Site or Site Content other than in accordance with the provisions herein or in contravention of applicable legislation or third party rights is strictly prohibited and will result in a loss of the right to use the Ziki Site. Ziki may terminate any User’s right to use the Ziki Site at any time, at its sole and absolute discretion, and without providing notice to such User.

14. USER CONTENT

When creating your Profile, as well during communication, messages, information sharing and posting on the Ziki Site, you have the possibility of distributing, sharing and generally making available (“Publishing”) to other Users data, text, photos, messages, notes, information, links, Public Recommendations, advertisements and other content (collectively, the "User Content”). You are prohibited from Publishing User Content of which you are not the author, or for which you do not hold the necessary rights. Ziki may modify the Profile or remove without notice to you, at Ziki’s sole and absolute discretion, any content on the Ziki Site, or any User Content that might be offensive or illegal or could infringe the rights of Users or third parties, or threaten their safety. You are solely responsible for the creation of backup and replacement copies of User Content that you Publish or store on the Ziki Site or supply to Ziki and Ziki shall not be liable for any costs associated therewith.

You must carefully choose the information and data you Publish on or through the Ziki Site and which you supply to other Users. Your Profile shall not include any Prohibited Content (as hereinafter below).

In the event you become aware that any User Content or Products or Services provided by other Members (for example, in their Profile), in whole or in part breach these Terms of Use, contravene any law or infringe any third party rights, you shall contact Ziki so that it may intervene.

Ziki reserves the right, at its sole discretion, to withdraw any User Content, suspend or interrupt any access to all or part of the Ziki Site at any time, for any reason whatsoever, with or without prior notice or explanation, and without incurring any liability in this respect.

You authorise Ziki to create any copies of User Consent you Publish on the Ziki Site necessary to facilitate publication and storage of User Content on the Ziki Site. You expressly guaranty to Ziki that you own the User Consent or an irrevocable, perpetual, transferable and non-exclusive licence to use and reproduce and distribute the User Content. You grant Ziki, for no additional consideration, the right to use, copy, reproduce, reformat, translate, extract (fully or partially) and distribute the User Content you Publish on the Ziki Site for commercial, advertising or other purposes, on the Ziki Site or in connection to the Ziki Site (e.g. marketing materials for the Ziki Site), to create work deriving from User Content or incorporate it into other works of authorship (collectively, the “License”), and to grant sub-licences of the License. You may remove your User Content from the Ziki Site at any time. If you choose to remove your User Content the Licence will automatically expire. Notwithstanding the expiration of the License, you permit Ziki to keep copies of the removed User Content. Ziki claims no right of title to your User Content.

15. GOOD USER CONDUCT

You guarantee that no request or offer for Products or Services on the Ziki Site or any other element of your Profile posted by you on or through the Ziki Site infringes any third party rights or any applicable law regulations in force. Ziki reserves the right to take any appropriate action, including removing the prohibited User Content or the Profile, or bringing any legal action.

You agree not to use the Ziki Site or Ziki Services to:

- offer Products or Services under conditions contrary to any applicable laws and regulations or the Ziki Quality Charter;

- extract or collect e-mail addresses or other information on other Users of Ziki Services or Ziki Site by any means, electronic or other, for the purpose of sending out unsolicited e-mails or other communications;

- using Ziki Services or the Ziki Site unlawfully or under conditions which could damage, deactivate, overload or alter the Ziki Site;

- use automatic script with a view to collecting information on the Ziki Service or Ziki Site, or interacting with the Ziki Service or Ziki Site;

- Publish on the Ziki Site any unlawful content or any content that is racist, anti-Semitic, discriminatory, paedophiliac, inciting violence, racial or ethnic hatred, malicious, sectarian, vulgar, obscene, fraudulent, damaging, illegal, injurious, defamatory, infringing private information or copyrighted information, or which is in any other way reprehensible as determined in the sole and absolute discretion of Ziki;

- download, publish, transmit, share, store or make available videos which are not exclusively private videos originally created by you;

- create more than one Profile, create a Profile on behalf of a third party without its authorisation;

- usurp the identity of another person or entity or falsify or conceal your identity, age or affiliation with a person or entity;

- Publish false Public Recommendations;

- Publish any advertisements, solicitations, promotional content, undesirable messages, spam, chain letters, pyramid sales or other unauthorised or unsolicited solicitations;

- Publish any personal data on a third party such as addresses, telephone numbers, e-mail addresses or bank card numbers;

- solicit personal information from Users, or passwords or personal data for commercial or unlawful purposes;

- Publish any element containing computer viruses or any computer code, file or program designed to prevent, destroy or limit the functionality of software, computer equipment or telecommunications;

- intimidate, exploit or harass any person or entity;

- Publish User Content which encourages criminal acts or infringes third party rights or violate local, domestic or international laws or regulations;

- Publish information that could cause or create a risk of breaching the confidentiality of any person or entity or harm to any person or entity;

- Publish false or misleading information or encourage the carrying out of illegal activities or abusive, threatening, obscene or defamatory conduct;

- make or encourage unlawful or unauthorised copies of third party works protected by copyright, in particular by supplying counterfeit software programs or content or links leading thereto, by supplying information making it possible to bypass anti-copy systems or by illegally providing music or links to music sites with pirated music;

- carrying out commercial and/or sales activities without the prior written consent of Ziki.

16. THIRD PARTY CONTENT

The Ziki Site contains links to other websites (“Third Party Sites”) as well as to articles, photographs, text, graphic design, images, design elements, music snippets, audio files, video sequences, information, applications, software and other contents or elements belonging to third parties or distributed by them (“Third Party Content"). It is specified in this respect that:

- Except as otherwise prohibited in these Terms of Use, the uploading of links to a Third Party Site or Third Party Content is not subject to Ziki approval.

- Ziki does not guarantee the accuracy of Third Party Sites or Third Party Content.

- Ziki is not liable for Third Party Sites accessible from the Ziki Site, or Third Party Content Published, installed or made available on the Ziki Site.

- Ziki is not liable for the contents, accuracy, offensive nature, opinions, reliability or practices relating to respect for privacy and other practices of Third Party Sites or Third Pary Content.

- Accessing Third Party Sites from the Ziki Site, or using Third Party Content is done at your own risk and expense.

17. CLAIMS AND COMPLAINTS RELATING TO THE INFRINGEMENT OF INTELLECTUAL PROPERTY AND PRIVACY RIGHTS

If Ziki is notified of illicit Content on the Ziki Site Ziki will promptly remove or prevent access to the items in question and/or cancel the ID of Users responsible for Publishing the illicit content. If you become aware of illicit Content on the Ziki Site, you may notify Ziki by sending an e-mail to containing the following information: (a) identification of the content in question, (b) information enabling Ziki to locate the content in question on the Ziki Site, © information allowing Ziki to contact you (name, surname, the name of the body on behalf of which you are intervening, as applicable, address, telephone number and e-mail address), (d) a declaration, as applicable, that you are the holder of intellectual property rights or privacy rights in question, or are authorised to act on behalf of the holder of same.

18. TERMS OF SERVICE

Please refer to our Terms of Service for information on the provisions applicable to Ziki Services. When submitting an order for Ziki Services, you agree to be bound by the applicable Terms of Service. The Terms of Service may be modified at any time and from time to time without notice at the sole discretion of Ziki. You should therefore consult the applicable Terms of Service each time you submit an order for a Ziki Service.

19. CONFIDENTIALITY

Ziki will keep confidential all information whatsoever that is communicated by the Client or that Ziki may become aware of during the execution of Ziki Services, particularly concerning the Client’s communication and marketing strategy, market share and know-how. The obligation for confidentiality will continue beyond the end of the validity hereof, whatever the cause, for a period of five (5) years.
However, Ziki shall have no obligation for confidentiality concerning User Content.
Click here to display the Ziki Privacy Policy.

20. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES MAY ZIKI OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR REPRESENTATIVES BE HELD LIABLE FOR ANY INDIRECT DAMAGE, INCLUDING THE LOSS OF PROFITS OR DATA RESULTING FROM THE USE OF THE ZIKI SITE OR ZIKI SERVICE, ANY SITE CONTENT OR OTHER ELEMENTS ACCESSIBLE FROM OR DOWNLOADED FROM THE ZIKI SITE, EVEN IF ZIKI WAS AWARE OF, OR HAD BEEN INFORMED OF THE POSSIBILITY OF THE OCCURRENCE OF SUCH DAMAGE.
ZIKI DOES NOT GUARANTEE PROSPECTS THAT THE COMMITMENTS MADE BY SERVICE PROVIDERS IN RESPECT OF THE ZIKI QUALITY CHARTER WILL BE RESPECTED, NOR THAT THE CURRENT OR FUTURE SITUATION OF SERVICE PROVIDERS MEETS THE REQUIREMENTS OF THE ZIKI QUALITY CHARTER.
IF YOU USE THE ZIKI SITE OR ZIKI SERVICES FREE OF CHARGE YOU ACKNOWLEDGE THAT ZIKI IS NOT LIABLE FOR ANY DAMAGES YOU MAY INCUR.

21. CANCELLATION

Ziki may cancel your ID and access to the Ziki Site, with or without notice, at any time and at its sole and absolute discretion.

22. APPLICABLE LAW AND COMPETENT JURISDICTION

Except as prohibited by applicable law, which shall be strictly construed, you agree that (i) these Terms of Use are subject to french law and (ii) any dispute between you and Ziki concerning the Ziki Site or Ziki Services shall be subject to the exclusive jurisdiction of the Paris courts.

23. DIVISIBILITY OF CLAUSES

In case any provision of these TOS shall be deemed invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.