Terms of Sales for uTalentd
Last Updated: December 2024
Welcome to uTalentd, an online platform designed to connect freelancers (Talents) with companies in need of specialized skills and services. The platform facilitates dynamic interactions and collaboration opportunities, enhancing business processes and creative engagements. The following Terms of Sales (these "Terms of Sales") govern your access to and use of the uTalentd website and mobile application, including any content, functionality, and services offered on or through www.utalentd.com or the uTalentd mobile application (the "Site").
Company Information
uTalentd is operated by OG-ZONE Solvnsys, officially registered as OG-ZONE SAS. Here are our details:
- Company Name: OG-ZONE SAS
- Designation: OG-ZONE
- Business Unit: Solutions & Systems
- SIRET Number: 83075629200017
- VAT Number: FR67830756292
- Registered Address: 1 rue George Stephenson, 78180 Montigny Le Bretonneux, France
- Contact Email: contact@og-zone.com
OG-ZONE SAS is referred to in these Terms of Sales as "OG-ZONE", "we", "us", and "our". "You" and "your" refer to you, as a user of the Site.
Purpose of These Terms
These Terms of Sales are intended to provide you with a clear understanding of the rules and guidelines for using our platform. They outline your legal rights and obligations, detail the nature of the services provided, and describe how interactions on the platform should be conducted. By accepting these terms, you enter into a binding contract with OG-ZONE SAS. If you disagree with any part of the terms, you are advised not to use the uTalentd platform.
Acceptance of Terms
By registering an account, accessing, or using the uTalentd platform in any manner, you acknowledge that you have read, understood, and agreed to be bound by these terms. If you are accessing or using the uTalentd platform on behalf of an organization, you represent that you have the authority to bind that organization to these terms, and in such circumstances, "you" and "your" will refer to that organization.
Modifications to Terms
We reserve the right to update or modify these terms at any time. Such changes will be posted on our platform and, for significant modifications, communicated directly to you through appropriate channels. Your continued use of the platform after any such changes constitutes your acceptance of the new terms.
Legal Framework
These Terms of Sales are established under the laws of France and will be subject to the exclusive jurisdiction of French courts. Any disputes arising under these terms will be handled within the jurisdiction of France, and by using the uTalentd platform, you consent to this jurisdiction and venue.
We encourage you to read these Terms of Sales carefully as they form the legal agreement under which you are allowed to use the uTalentd platform. Your continued use of the platform signifies your agreement to these terms and any changes that may be made to them.
1. Introduction
Purpose
The Terms of Sales (ToS) are designed to establish a clear and legally binding framework governing the relationships and interactions between uTalentd, its users (Talents and Companies), and other stakeholders. These terms are crafted to ensure a secure, reliable, and ethical marketplace environment, facilitating fair and professional exchanges between freelancers and companies seeking their services. The intent is to create a platform where:
- Trust and Security are paramount, ensuring that all transactions and interactions are conducted in a safe and secure manner.
- Compliance with applicable legal and regulatory requirements is maintained, protecting the rights and responsibilities of all parties.
- Clarity and Transparency in all dealings are ensured, so that users can make informed decisions based on clear guidelines and predictable platform behavior.
Acceptance
By accessing, browsing, or using the uTalentd platform in any way, you acknowledge that you have read, understood, and agree to be bound by these Terms of Sales and all applicable laws and regulations. If you register for an account, engage in transactions, or otherwise interact with the platform and its services, such engagement constitutes a binding agreement to abide by these ToS:
- Complete Agreement: These terms represent the full and exclusive understanding between uTalentd and its users concerning the platform's use and services. It supersedes and governs all previous proposals, agreements, or other communications.
- Mandatory Compliance: By agreeing to these terms, you commit to adhere to the norms, responsibilities, and procedures outlined herein. If you do not agree with any part of the terms, or cannot comply with them, you must not access or use the uTalentd platform.
- Eligibility and Authority: By agreeing to these Terms, you also confirm that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of France or other applicable jurisdictions. If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity's behalf and bind them to these Terms.
Modification of Terms
uTalentd reserves the right, at its sole discretion, to modify or replace these Terms at any time. Such modifications will become effective immediately upon the posting of the revised terms on the platform, or by direct communication to users, whichever occurs first. Your continued use of the platform after such modifications will constitute your acceptance of the revised Terms. It is your responsibility to review the Terms periodically for changes and to ensure that you understand and agree to the current ToS each time you use the platform.
2. Definitions
The following terms, when used in this Terms of Sales, shall have the following meanings:
Talent
A "Talent" refers to an individual freelancer who has registered on the uTalentd platform, having completed the necessary verification processes, and is actively offering specialized services to companies. Talents are independent contractors seeking to connect with companies for professional opportunities through the platform.
Company
A "Company" is a business entity that either is listed on the uTalentd platform for prospecting or actively uses the platform to find and engage with Talents for fulfilling their project needs. Companies may be of any size or industry and use the platform to access a diverse pool of freelance talent by reviewing Talent profiles, engaging with Talents directly, or posting Projects.
Project
A "Project" is a job listing created and posted on the uTalentd platform by either the platform itself or by registered Companies. These listings detail specific service needs, including scope, duration, and other requirements intended for Talents. Projects are designed to facilitate clear expectations for prospective Talents about the work involved and the qualifications required.
Mission
A "Mission" is a specific assignment that a Talent undertakes after a Company selects the Talent’s Offer for a Project. It represents a binding agreement between the Talent and the Company, whereby the Talent commits to complete the designated tasks within the agreed parameters, including timelines and deliverables. Missions are confirmed through the platform’s mechanisms, providing structured engagement terms to both parties.
Offer
An "Offer" is a formal proposal submitted by a Talent through the uTalentd platform, aimed at securing a particular Project posted on the platform. Offers typically include the Talent's proposed terms, such as rates, timelines, and an outline of services to be provided, tailored to the requirements listed in the Project description.
Subscription Plan
"Subscription Plan" refers to the different levels of access and benefits offered by uTalentd, designed to cater to varying needs and preferences of users. These plans include but are not limited to:
- uDiscover: Designed for new users to explore basic features and functionalities of the platform.
- uPro: Geared towards users seeking more engagement and visibility on the platform.
- uExpert: Offers comprehensive access to all platform features, intended for users requiring maximum exposure and specialized tools.
Credit Packages
"Credit Packages" refer to one-time credit bundles available for purchase by Talents on the uTalentd platform. These packages are designed to supplement the Contact Credits included in a Subscription Plan and provide additional flexibility for engaging with Companies. Credit Packages are categorized into the following tiers:
- uLite: A basic credit package suitable for occasional additional needs.
- uPremium: A mid-tier package ideal for moderate usage and higher engagement opportunities.
- uUltimate: A comprehensive package tailored for users requiring maximum credits for high-volume activity on the platform.
Credits purchased through these packages are valid for a period of 2 years from the date of purchase and are non-refundable. They are linked to the Talent’s account and cannot be transferred or shared with other users.
The use of purchased credits requires an active and valid Subscription Plan. If the Talent’s subscription lapses, purchased credits will be inactive until the subscription is reactivated. Talents are encouraged to manage their credit balance proactively and utilize them before their expiration.
Credit Packages provide Talents with additional resources to connect with Companies, ensuring greater flexibility and opportunity to secure Projects and Missions.
Contact Credit
"Contact Credits'' are units allocated to Talents as part of their chosen Subscription Plan on the uTalentd platform. These credits allow Talents to initiate contact with Companies, thereby facilitating engagement necessary for responding to Projects or submitting Offers. The number of Contact Credits and their usage rules vary according to the specific Subscription Plans
Contact Credits are a critical resource for Talents, enabling them to connect directly with Companies and effectively participate in the marketplace. These credits are non-transferable and are subject to the platform’s usage terms and expiration policies as detailed in the specific terms of each Subscription Plan.
3. User Accounts and Registration
Account Creation
To utilize the services provided by uTalentd, individuals must create a user account. During the registration process, users are required to provide accurate, complete, and current information. This information typically includes, but is not limited to, the user’s legal name, contact information, professional qualifications, and any other details deemed necessary by uTalentd to establish and maintain an account. Failure to provide accurate information may result in the inability to access the full range of platform services, or in the suspension or termination of the user account.
- Verification: uTalentd may require additional verification of user information to enhance platform security and integrity. This may involve requesting users to submit supporting documents or other forms of identity verification.
- Updates and Changes: Users are obligated to promptly update their account information to reflect any changes to ensure ongoing accuracy. This is crucial for maintaining effective communication and service delivery through the platform.
Responsibilities
Users are solely responsible for maintaining the confidentiality and security of their account details, including passwords or any other credentials used to access the platform. This responsibility covers all activities that occur under the user account, regardless of whether the actions were authorized by the user. uTalentd cannot and will not be liable for any loss or damage arising from the user’s failure to comply with this security obligation.
- Security Measures: Users are encouraged to use "strong" passwords (passwords that use a combination of upper and lower case letters, numbers, and symbols) and to maintain adequate security on their own devices.
- Unauthorized Use: If a user suspects that their account has been compromised, they must immediately notify uTalentd. The platform will provide necessary support to regain control and prevent further unauthorized activity. However, the user remains responsible for losses incurred by uTalentd or another party due to someone else using their account or password.
- Account Sharing: Users must not share their account credentials with others, nor allow others to use their account. Each account is personal and non-transferable.
By accepting these Terms of Sales and creating an account, users acknowledge and agree that they are responsible for maintaining the confidentiality of their account information and for all activities that occur under their account. Users also agree to indemnify and hold harmless uTalentd from any claims related to unauthorized use of their accounts.
4. Subscriptions and Payments
Subscription Details
uTalentd offers various subscription plans tailored to meet the diverse needs and preferences of its users. These plans are designed to provide different levels of access and benefits, enabling users to choose the most suitable option for their professional requirements:
- uDiscover: Ideal for new users and those exploring the platform. Offers basic access to projects and a limited number of Contact Credits.
- uPro: Designed for more active users seeking greater exposure and more engagement opportunities. Includes additional Contact Credits and advanced features such as enhanced profile visibility.
- uExpert: Best suited for highly active professionals requiring comprehensive access and maximum visibility. Provides extensive Contact Credits and access to premium support services.
Each plan is billed on a recurring basis and may come with additional benefits detailed on the platform or promotional materials.
Credit Purchases
In addition to subscription plans, Talents on the uTalentd platform have the option to purchase one-time Credit Packages. These packages offer additional flexibility for Talents who require more Contact Credits to engage with Companies and respond to Projects. The following terms apply to credit purchases:
- One-Time Payment: Credit Packages are billed as a single, non-recurring payment. They are not tied to a subscription renewal process.
- Validity Period: Purchased credits remain valid for 2 years from the date of purchase. Unused credits will expire after this period.
- Subscription Requirement: Credits can only be used if the Talent maintains an active and valid subscription. If the subscription lapses, unused credits will remain inactive until the subscription is reactivated.
- Non-Transferability: Credits are linked to the Talent’s account and cannot be transferred, shared, or sold to other users.
- No Refunds: All credit purchases are final and non-refundable, except as required by applicable law.
By purchasing Credit Packages, Talents agree to these terms and acknowledge that the credits serve as an additional resource to maximize engagement opportunities on the platform.
Fees and Payments
- Setup Fees and Subscription Charges: Users are required to pay a one-time setup fee when they register for their first subscription. Regular subscription fees are charged monthly or annually, depending on the user’s selection during the signup process.
- Payment Methods: uTalentd accepts payments through direct debit using a third-party payment processor, based on the IBAN or bank account information provided by users. Payments can also be made using credit or debit cards. All payment information must be accurate, current, and in the name of the user making the payment.
- Cancellation Policy: Subscriptions may be cancelled at any time with a notice period of 4 weeks. The cancellation will become effective at the end of the current billing cycle, and no refunds will be issued for any remaining period in the subscription term, unless otherwise specified in promotional terms.
Payment to Talents
- Timeframe: Payments to Talents for completed missions are processed typically within 10 days after the mission has been validated by the Company.
- Method: Payments are made through direct bank transfers or other digital payment systems available in the Talent’s region. Talents must provide valid and accurate bank details to receive payments.
- Disputes: In cases of disputes regarding payment, uTalentd will facilitate mediation based on the evidence provided by both the Talent and the Company. Resolutions are aimed to be achieved amicably with fairness to both parties.
By subscribing to uTalentd, users agree to these payment terms and conditions and acknowledge that failing to meet payment obligations may result in the suspension or termination of the subscription and access to the platform services.
5. User Obligations
Usage Terms
Users of the uTalentd platform are required to comply with all applicable local, national, and international laws and regulations in relation to their use of the platform. This compliance includes, but is not limited to, laws pertaining to labor, contract, intellectual property, and data protection. Users must use the platform in a professional manner that does not infringe on the rights of others or disrupt the integrity and functionality of the platform.
- Ethical Use: Users must engage in fair and ethical business practices at all times, and must not use uTalentd for any deceptive or misleading practices.
- Compliance with Guidelines: Users must adhere to any guidelines or policies communicated by uTalentd regarding the use of the platform, including security protocols and operational instructions.
Prohibitions
To maintain the integrity and security of the platform, and to ensure a positive experience for all users, certain activities are expressly prohibited on uTalentd:
- Account Security: Users must not share their account credentials with anyone else or allow others to use their account. Each account is personal and non-transferable. Users are responsible for all activities that occur under their account, including securing their password and any other authentication information.
- Illegal Activities: The platform must not be used for any unlawful activities, including but not limited to fraud, theft, and the dissemination of harmful or illegal content. This includes the use of the platform to commit, promote, or assist in illegal acts or violations of any applicable laws.
- Misuse of Platform Services: Users are prohibited from abusing any features of the platform, such as manipulating the search and recommendation algorithms, spamming, or sending unsolicited communications.
- Infringement of Intellectual Property: Users must respect the intellectual property rights of others, including copyrights, trademarks, patents, and trade secrets. Any content uploaded or shared on the platform must be owned by the user or they must have permission to use it from the rightful owner.
Violation of these obligations can lead to temporary or permanent suspension of account access, legal action, and civil or criminal liability under applicable laws. Users found to be in breach of these obligations may also be required to compensate uTalentd or other users for any losses resulting from such actions.
By agreeing to these Terms of Sales and using the uTalentd platform, users accept and agree to abide by all the obligations and prohibitions as stated. Failure to comply with these terms can result in various sanctions, including but not limited to, suspension or termination of user access to the platform.
6. Rights and Obligations
Service Management
OG-ZONE SAS reserves the full right to modify, terminate, or restrict access to the uTalentd platform at its sole discretion, without prior notice to users. This action may be necessary to ensure the platform’s security, to comply with legal requirements, or to improve user experience. The following stipulations apply:
- Modifications: OG-ZONE SAS may update or change the uTalentd platform's features, functionalities, or user interface at any time to enhance service, address security vulnerabilities, or adapt to technological developments without obligation to notify users in advance.
- Termination and Restriction: OG-ZONE SAS may terminate or restrict access to the platform for any user found to be in violation of the Terms of Sales, engaging in illegal activities, or compromising the security and operation of the platform. Such decisions are at the discretion of OG-ZONE SAS and are final unless otherwise stated.
- Service Continuity: While OG-ZONE SAS aims to ensure the platform is available continuously, there may be instances when the service is interrupted for maintenance, updates, or due to technical issues. Users will not hold OG-ZONE SAS liable for any losses suffered during these periods.
Promotions
OG-ZONE SAS retains the right to use any content, including Talent profiles and associated materials, submitted to the uTalentd platform for marketing and promotional activities. These rights are granted as follows:
- Use of Profiles: Talent profiles and other user-generated content may be featured in uTalentd’s marketing materials, such as newsletters, social media posts, and advertisements, to promote the platform's capabilities and the expertise of its users.
- Scope of Use: The use of such content will be limited to promotional activities directly related to uTalentd and will not be sold or transferred to third parties for their independent use.
- Privacy and Integrity: In using the content, OG-ZONE SAS will respect the privacy and integrity of the information provided by Talents, adhering to all applicable data protection laws.
Limitation of Liability
OG-ZONE SAS aims to maintain a secure and effective platform, but it does not guarantee that the platform’s services will be uninterrupted or error-free. OG-ZONE SAS is not liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, data, or the cost of substitute services arising from the use of or inability to use uTalentd, even if OG-ZONE SAS has been advised of the possibility of such damages.
- Maximum Liability: The total liability of OG-ZONE SAS to any user for any claim arising out of or relating to the use of uTalentd or its Terms of Sales, whether in contract, tort, or otherwise, is limited to the amount paid by the user to OG-ZONE SAS for the use of the platform within the last twelve months prior to the claim.
These provisions ensure that OG-ZONE SAS operates uTalentd responsibly while protecting its legal interests and maintaining service quality for its users.
7. Data Protection and Privacy
Data Handling
OG-ZONE SAS is committed to protecting the privacy and security of its users' data. The data collected on the uTalentd platform is handled in accordance with the General Data Protection Regulation (GDPR) and other applicable data protection laws. The following principles outline our data handling practices:
- Data Collection: We collect personal data necessary for the efficient operation of the uTalentd platform. This includes, but is not limited to, name, contact information, professional credentials, and payment details. Data collection occurs when users register, complete their profiles, engage in transactions, or interact with the platform in other ways.
- Data Use: User data is used to manage accounts, facilitate project matching and transactions, improve platform functionality, and communicate with users. It is also used for internal analysis and reporting, compliance with legal obligations, and marketing purposes in line with user preferences.
- Data Protection: We implement robust technical and organizational measures to protect user data from unauthorized access, alteration, disclosure, or destruction. This includes the use of encryption, secure server configurations, and data access controls.
- Data Sharing: User data is not sold or rented to third parties. Data may be shared with service providers who assist in the operation of the platform, under strict confidentiality agreements. Data may also be disclosed if required by law or as part of a legal process.
User Rights
Under GDPR, users have specific rights regarding their personal data that uTalentd collects and processes. These rights include:
- Right to Access: Users have the right to request access to the personal data that uTalentd holds about them.
- Right to Rectification: Users can request the correction of inaccurate or incomplete data.
- Right to Erasure: Users can request the deletion of their personal data when it is no longer necessary for the purposes for which it was collected, among other conditions.
- Right to Restrict Processing: Users have the right to request that uTalentd restricts the processing of their personal data under certain circumstances.
- Right to Data Portability: Users have the right to receive their personal data in a structured, commonly used, and machine-readable format. They can also request this data be transmitted to another controller.
- Right to Object: Users have the right to object to the processing of their personal data for specific uses, such as direct marketing.
To exercise any of these rights, users may contact uTalentd’s Data Protection Officer through the contact details provided on the platform. Requests will be handled in accordance with the applicable laws.
Data Retention
uTalentd retains personal data only for as long as necessary to fulfill the purposes for which it was collected, including for the purposes of satisfying any legal, accounting, or reporting requirements. After this period, personal data will be securely deleted or anonymized.
By using the uTalentd platform, users acknowledge and agree to the collection, use, and sharing of their personal data in accordance with this Data Protection and Privacy section of the Terms of Sales.
8. Intellectual Property
Ownership Rights
The intellectual property rights policy of uTalentd is designed to protect and respect the ownership of content created by its users, as well as content utilized by the platform for its operations. Understanding and respecting these rights are crucial for maintaining the integrity and legality of interactions on the platform.
- User-Generated Content: All content uploaded, submitted, or integrated into the platform by users, including but not limited to profiles, text submissions, images, videos, feedback, and comments, remains the intellectual property of the respective users. Users grant uTalentd a non-exclusive, royalty-free, worldwide license to use, reproduce, display, perform, adapt, modify, distribute, and promote this content in any format for the purpose of operating, promoting, and improving the services of uTalentd, as well as developing new ones. This license extends to any platforms and media through which uTalentd operates now or in the future.
- Platform Content: All structural, navigational, textual, graphic, and functional elements of uTalentd, including algorithms, software code, user interface designs, and logos, are owned by or licensed to OG-ZONE SAS. These elements are protected by national intellectual property laws, international treaties and conventions, and other applicable laws. Users may not use, copy, adapt, modify, prepare derivative works from, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the platform or its collective content, except as expressly permitted in these Terms. All rights not expressly granted in these Terms are reserved to OG-ZONE SAS.
- Third-Party Content: The platform may contain material, such as advertising and information produced by other users or third-party companies. Ownership of this content rests with the authors or creators, and it is protected by copyright and other intellectual property laws.
Copyright Notice
Content owned by OG-ZONE SAS, including text, graphics, logos, images, as well as the compilation thereof, and any software used on the site, is the property of OG-ZONE SAS or its suppliers and protected by French and international copyright laws.
Protection and Enforcement
uTalentd respects the intellectual property rights of others and expects its users to do the same. We encourage users to notify us if they believe their intellectual property rights have been infringed in any way by other users or through the platform itself. OG-ZONE SAS is committed to taking appropriate legal actions, in its sole discretion, to enforce its intellectual property rights to the fullest extent of the law.
By using the uTalentd platform, users agree to honor the intellectual property rights of others and the platform, and they commit to ensuring that any content they provide does not infringe the rights of any third party.
9. Liability and Indemnity
Limitations of Liability
uTalentd, operated by OG-ZONE SAS, takes all reasonable measures to ensure that the platform operates effectively and securely. However, the platform is provided on an "as is" and "as available" basis, and its operation can be subject to numerous factors, including those outside of OG-ZONE SAS's control. Accordingly, OG-ZONE SAS's liability is limited in the following ways:
- General Limitations: OG-ZONE SAS, including its directors, employees, agents, affiliates, or suppliers, will not be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the platform; (ii) any conduct or content of any third party on the platform; (iii) any content obtained from the platform; and (iv) unauthorized access, use, or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage.
- Service Interruptions: OG-ZONE SAS shall not be liable for any interruptions to the service, including but not limited to, system failures, other malfunctions, or otherwise.
- User Interactions: OG-ZONE SAS is not liable for the actions or omissions of any users on the platform, nor for any damage users may suffer as a result of interacting with other users.
Indemnity
Users of uTalentd agree to indemnify and hold harmless OG-ZONE SAS and its directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) that such parties may incur as a result of or arising from your (or anyone using your account's) violation of these Terms. This indemnification obligation includes your interaction with other users of the platform, any violation of the rights of another party, including but not limited to intellectual property rights, and any breach of the representation regarding the origin and ownership of your user-generated content.
- Legal Compliance: Users are responsible for ensuring that their use of the platform complies with all laws, rules, and regulations applicable to them, and they agree to indemnify and hold harmless OG-ZONE SAS from and against any claims arising from such violations.
- Conduct and Content: Users also agree to indemnify and defend OG-ZONE SAS against any claims arising out of allegations that any content they submit, post, transmit, or otherwise make available through the platform violates or infringes the rights of a third-party.
The provisions of this "Liability and Indemnity" section shall survive the termination or expiry of these Terms and/or your use of the platform.
10. Dispute Resolution
Procedures
In the interest of resolving disputes between you and OG-ZONE SAS in the most expedient and cost-effective manner, you and OG-ZONE SAS agree to first attempt to negotiate any dispute (except those disputes explicitly provided below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Negotiations will begin upon written notice from one party to the other. You and OG-ZONE SAS agree that all negotiations under this paragraph will be confidential and treated as compromise and settlement negotiations for purposes of applicable rules of evidence.
- Mediation: If efforts to negotiate do not resolve the dispute, the parties agree to proceed to mediation before a mutually agreed-upon mediator in the jurisdiction of France. The costs for any mediation shall be shared equally between the parties.
- Arbitration: In the event that mediation fails to resolve the dispute, the parties may agree to final and binding arbitration, to be conducted by an arbitrator in accordance with the laws of France. The arbitration shall occur in the jurisdiction stipulated below, and the prevailing party shall be entitled to all reasonable attorneys' fees and costs necessary to enforce the arbitration award.
Jurisdiction
All disputes arising out of or in connection with this Agreement, or in respect of any defined legal relationship associated therewith or derived therefrom, shall be governed by and construed in accordance with the laws of France, without regard to its conflict of law rules.
- Venue: For any disputes that are not submitted to arbitration, the courts located within France will have exclusive jurisdiction over any appeals and the enforcement of an arbitration award or, if arbitration is not pursued, any litigation.
- Applicable Law: You agree that the platform, irrespective of where you use or access it, is considered based solely in France, and that you are using the service's location in France as the basis for any legal filing or proceeding.
Exclusions from Arbitration
Disputes involving claims for injunction or other equitable relief may be adjudicated only in the courts of France, and each party hereby consents and submits to the exclusive jurisdiction of such courts for such purposes.
The dispute resolution procedures in this section will not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
11. Termination
11.1 Termination Rights
11.1.1 By Users
- Voluntary Termination: Users may terminate their account at any time by providing written notice to OG-ZONE SAS. Notice can be given through the account settings or by contacting customer support.
- Immediate Termination: Users may request immediate termination if they believe their account has been compromised or misused.
11.1.2 By OG-ZONE SAS
- For Cause: OG-ZONE SAS reserves the right to terminate or suspend user accounts immediately and without prior notice if the user:
- Violates these Terms of Sales or any other policies of uTalentd.
- Engages in fraudulent, illegal, or unauthorized activities.
- Provides false or misleading information.
- Without Cause: OG-ZONE SAS may terminate user accounts without cause by providing 30 days’ notice.
11.2 Effects of Termination
11.2.1 Consequences for Users
- Loss of Access: Upon termination, users will lose access to their accounts and all services provided by uTalentd.
- Outstanding Projects: Any ongoing missions or projects will be canceled. Talents will not be entitled to compensation for incomplete projects unless otherwise stated in a separate agreement.
- Data Retention: OG-ZONE SAS will retain user data for a period necessary to comply with legal obligations. User data may be deleted after this period or anonymized for statistical purposes.
11.2.2 Obligations Following Termination
- Final Payments: Talents are entitled to receive payment for any validated missions completed before termination. Payments will be processed within the standard timeframe.
- Unfulfilled Subscriptions: If a user terminates a subscription before the end of the billing period, no refund will be provided for the remaining period. However, OG-ZONE SAS may offer prorated refunds in cases of termination without cause.
- Notice Period: Users terminating their subscription must adhere to the 4-week notice period. Failure to do so may result in additional charges equivalent to the subscription fee for the notice period.
- Return of Property: Users must return or delete any confidential information, documents, or property belonging to OG-ZONE SAS.
11.2.3 Reinstatement
- Appeal Process: Users may appeal account termination by contacting customer support and providing relevant details. OG-ZONE SAS will review appeals on a case-by-case basis.
- Conditions for Reinstatement: Reinstated accounts may be subject to additional monitoring or restrictions to ensure compliance with these Terms of Sales.
By agreeing to these Terms of Sales, you acknowledge that OG-ZONE SAS has the right to terminate your access to the platform under the conditions outlined above and accept the consequences and obligations that arise from such termination.
12. Miscellaneous
Severability
If any provision of these Terms of Sales, or the application thereof to any person, place, or circumstance, is held to be invalid, unenforceable, or void, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of these Terms of Sales shall continue in full force and effect. Such invalidity, unenforceability, or voidness shall not affect the validity and enforceability of any other provisions of these Terms of Sales.
- Adjustments and Replacement: In the event that a provision is found to be unenforceable, the parties agree to replace such a provision with a new provision that accomplishes the original business purpose to the extent possible under the law. This adjustment will be carried out by OG-ZONE SAS in a manner that most accurately reflects the intention of the original term.
Waiver
No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Moreover, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms of Sales shall operate or be construed as a waiver thereof.
- Subsequent Actions: The waiver by either party of any breach or default hereunder shall not constitute the waiver of any subsequent breach or default or a waiver of the provision itself.
- Enforcement: By continuing to use the uTalentd platform, users agree to be bound by the remaining terms and conditions of the Terms of Sales in the event of any removal of any specific terms due to unenforceability.
These provisions are intended to ensure that the Terms of Sales remain effective and enforceable, maintaining their intended effects as much as possible, even when certain sections or provisions might fail legally. This section also clarifies that any forbearance or delay by OG-ZONE SAS to enforce its rights under these Terms does not constitute a waiver of those rights.
13. Changes to Terms
Modifications
OG-ZONE SAS reserves the right to modify, amend, or update these Terms of Sales at any time and for any reason, without prior notice, to reflect changes in legal or regulatory requirements, adapt to new technologies or improvements to the uTalentd platform, or to enhance clarity and usability of the terms.
- Notification of Changes: While OG-ZONE SAS can modify these terms at its discretion, we are committed to providing transparency and keeping our users informed. Significant changes to the terms will be communicated to users through prominent means such as via email, on our platform through a noticeable announcement, or through other communication channels deemed appropriate. The method of notification will be chosen based on the nature of the changes made.
- Effective Date of Changes: Modifications to the terms will take effect immediately upon their posting on the platform or as otherwise specified at the time of notification. Users are encouraged to review the Terms of Sales regularly to ensure they are updated with any changes.
- Acceptance of Changes: Continued use of the uTalentd platform after any changes to the Terms of Sales have been made will constitute user consent to the modified terms. If the modifications decrease users' rights or increase their responsibilities, users will be provided with more prominent notice and the opportunity to discontinue use of the platform prior to the changes taking effect, should they disagree with the new terms.
User Responsibility
It is the responsibility of each user to keep themselves informed of any changes to these Terms of Sales. Users should ensure they read any notifications of changes carefully and understand any new terms or conditions as they continue to use uTalentd.
Legal Compliance
All modifications to the Terms of Sales will be made in compliance with applicable laws and regulations, ensuring that both OG-ZONE SAS and its users are protected under these laws.