Terms and Conditions

Welcome to Wikily and our website at www.wikily.gg (our “website”).These Terms and Conditions (the “Terms”) constitute a legal agreement between you and NX Software governing the use of our website and our Services. We license use of our website to you on the basis of these Terms. We do not sell our website to you, and we remain the owner of our website at all times.

1. ABOUT US
   • We are NX Software SAS of 60 Rue François 1er, 75008 Paris, France (“NX Software”, “we”, “us”, “our”).
   • To contact us, please use [email protected].
   • These Terms were last updated on Friday 16th of August, 2024, and are the current and valid version.

1. TERMS OF USE
   • The provisions set out in these Terms govern your access to and your use of our website and shall constitute a legally binding agreement between you and us. We may change such terms from time to time and shall notify you accordingly if we do. If you do not agree to such terms, you must not use our website.
   • Subject to you agreeing to abide by these Terms, we hereby grant to you a revocable, non-exclusive and non-transferable license to use our website on these Terms.
   • By registering for an Account, which involves providing us with certain mandatory and voluntary information as required for a successful registration and using our website, you agree and acknowledge that:
     • you have read the terms set out in these Terms and agree to be bound by and comply with them;
     • you are at least 18 years old; and
     • you shall ensure that all Users of your Account abide by these Terms.
   • You are responsible for maintaining the confidentiality of your Account and you are responsible for all activities that occur under your Account. You agree that all actions carried out by any person through your Account shall be deemed to be an act carried out by you, and you shall ensure that all persons who have access to and use your Account are authorized to do so. We are not responsible for any loss, damage or liabilities arising as a result of or in connection with the wrongful, fraudulent or illegal use of your Account.
   • If you are using our website and Services on behalf of a company, organization, or other legal entity, you represent and warrant that you are authorized to do so and have the authority to bind such entity to these Terms, in which case the words “you” and “your” as used in these Terms shall refer to such entity.
   • We reserve the right to change, modify, suspend or discontinue any portion of the Services, our website or any other products, services, affiliated websites and/or other software provided by us in connection with any of the foregoing at any time. You agree that access to or operation of any of the foregoing may from time to time be interrupted or encounter technical difficulties.
   • Save to the extent permitted by us in writing, you are not permitted to use, or submit any content to, our website or any of our affiliated websites to advertise, promote or market any products or services of any third party or yourself.
   • The following additional terms also apply to your use of our website and form part of these Terms:
     • our Privacy Policy; and
     • our Cookie Policy.

1. MARKETPLACE
   • NX Software does not offer the goods or merchandise and merely provides the technical and organizational infrastructure to ensure the proper conduct of transactions on the Marketplace.
   • NX Software does not itself become a contracting party to the contracts concluded exclusively between the Buyer/Seller (“Users”).
   • Users themselves are responsible for compliance with legal requirements and the assertion of claims arising from the contracts they have concluded. In particular, NX Software does not guarantee:
     • the accuracy and completeness of the statements and declarations made in relation to the goods or merchandise offered,
     • the goods or merchandise offered as such; and
     • the conduct and performance of the relevant Buyer/Seller, respectively.
   • Users are required to comply with applicable laws when using the Marketplace and Service.
   • It is each Sellers own responsibility to ensure that their offers are lawful and do not infringe the rights of third parties.
   • The content published on NX Software by the respective Users is generally not reviewed by NX Software and does not represent the opinion of NX Software.
   • NX Software is entitled to check the personal details of the Sellers by means of suitable official documents in order to confirm the correctness of the data entered.
   • Subject to the forgoing, the service for Buyers is limited to giving them the opportunity to get to know Sellers and the service for Sellers, is limited to giving them the opportunity to create a profile, through which other Users are encouraged to contact them, at their own initiative. NX Software does not guarantee that Users will find suitable Sellers or that Sellers will find suitable Users.
   • NX Software assumes no liability for the content that Sellers provide, nor the ability to fulfill the requirements for a by the Sellers advertised goods or merchandise or also any information provided by the Sellers.
   • NX Software has no influence on the offers made by Sellers.
   • NX Software reserves the right to delete the Sellers’ profile in the case of false information and gross violations of these Terms without prior notification or naming of reasons. In the case of gross deception, falsification of documents or other wilful misrepresentation, NX Software will take appropriate action, including legal action.

1. PAYMENT OF FEES
   • Some Services may require payment of subscription fees and/or other ad-hoc or ancillary fees before you can access or use them (“Fees”). These Fees will be notified to you through our website.
   • If you purchase a recurring subscription from us, the subscription period for your Account shall be renewed automatically at the expiry of each subscription period, until terminated successfully through our website. By purchasing the recurring subscription, you authorize us or our related corporations to automatically charge the Fees:
     • upon the commencement of your first subscription period, upon expiration of any applicable trial period or at a date otherwise indicated by us; and
     • on the renewal date of the subscription period thereafter, without any further action by you.
   • Any Fees due in relation to your Account must be paid by their due date for payment, as notified to you through our website or otherwise. Failure to make timely payment of the Fees may result in the suspension or termination of your access to your Account and/or our website or any of the Services.
   • Our Fees may be amended from time to time at our discretion. We will provide you reasonably advance written notice of any amendment of recurring Fees. Your continued use of a recurring subscription will constitute acceptance of the amended Fees.
   • You shall be responsible for any applicable taxes (including any goods and services tax) under these Terms.
   • All payments shall be made by using the payment methods specified by us from time to time. You acknowledge and agree that you are subject to the applicable user agreement of any third party payment methods. We shall not be liable for any failure, disruption or error in connection with your chosen payment method. We reserve the right at any time to modify or discontinue, temporarily or permanently, any payment method without notice to you or giving any reason.
   • We must receive payment in full no later than the day on which such payment is required to be paid in immediately available and freely transferable funds, without any restriction, condition, withholding, deduction, set-off or counterclaim whatsoever.
   • Unless otherwise notified in writing by us, termination of your Account for any reason whatsoever shall not entitle you to any refund of the Fees. If you cancel your subscription, you may continue to access your Account until the expiry of the subscription period in which the cancellation occurred.

1. UPLOADING CONTENT TO OUR WEBSITE
   • You irrevocably and unconditionally represent and warrant that any of your content uploaded to our website complies with our Privacy Policy, Acceptable Use Policy, the French Data Protection Act (Law n° 78-17 and Ordinance n° 2018-1125) (“DPA”) and the EU's General Data Protection Regulation (“GDPR”) and any other applicable laws.
   • You are fully responsible for your content uploaded to our website. We will not be responsible, or liable to any third party, for: i) the content or accuracy of any content or data uploaded by you, by us on your behalf, or any other user of our website; or ii) the loss of any content or data provided to us by you. You should keep a record of all such content and data.
   • We will only use the content uploaded by you for the purposes of carrying out the Services, carrying out our obligations in this Agreement and any other purpose expressly set out in this Agreement or otherwise agreed between us. We will not otherwise disclose or distribute the content uploaded by you, save for when required by law, a court of competent jurisdiction or any governmental or regulatory authority.
   • We have the right to disclose your identity to any third party claiming that any content posted or uploaded by you to our website constitutes a violation of their rights under applicable law.
   • We have the right to delete any content uploaded to our website if, in our opinion, it does not comply with the content standards set out in our Acceptable Use Policy.

1. ACCEPTABLE USE POLICY
   • You may use our website only for lawful purposes. You may not use our website:
     • in any way that breaches any applicable local or international laws or regulations;
     • in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
     • to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards as set out in our prevailing terms and conditions as amended from time to time; and
     • to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
   • You also agree:
     • not to reproduce, duplicate, copy or re-sell any part of our website in contravention of the provisions of our Terms; and
     • not to access without authority, interfere with, damage or disrupt:
     • any part of our website;
     • any equipment or network on which our website is stored;
     • any software used in the provision of our website; or
     • any equipment or network or software owned or used by any third party.
   • Except as expressly set out in this Agreement or as permitted by any applicable law, you undertake:
     • not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the source code of our website nor attempt to do any such thing, or to reproduce, display or otherwise provide access to the Services, our website or any of the contents therein, including but not limited to framing, mirroring, linking, spidering, scraping or any other technological means;
     • not to provide or otherwise make available our website in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person without prior written consent from us;
     • to include our copyright notice on all entire and partial copies you make of our website on any medium;
     • to comply with all applicable technology control or export laws and regulations; and
     • not to disrupt, disable, or otherwise impair the proper working of the Services, our website or our servers, such as through hacking, cyber-attacks (including but not limited to denial-of-service attacks), tampering or reprogramming.

1. SUSPENSION
   • We will determine, in our discretion, whether there has been a breach of our Terms through your use of our website.
   • When a breach of this policy has occurred, we may take such action as we deem appropriate.
   • Failure to comply with our Terms constitutes a material breach of these Terms upon which you are permitted to use our App, and may result in our taking all or any of the following actions:
     • immediate temporary or permanent cancellation of your right to use our website;
     • immediate temporary or permanent removal of any Contribution;
     • issuance of a warning to you;
     • legal proceedings against you for reimbursement of all costs on an indemnity basis (including but not limited to reasonable administrative and legal costs) resulting from the breach;
     • further legal action against you; and/or
     • disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
   • We exclude liability for actions taken in response to breaches of these Terms. The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate.

1. INTELLECTUAL PROPERTY RIGHTS
   • You acknowledge that all intellectual property rights in our website anywhere in the world belong to us, that rights in our website are licensed (not sold) to you, and that you have no rights in, or to, our website other than the right to use them in accordance with these Terms.
   • Any intellectual property rights in content uploaded by you to our website shall continue to belong to you or their respective owners. You agree that you grant us a royalty-free and non-exclusive license to use, reproduce, publish and display such intellectual property rights for the purposes of performing the Services, promotional purposes, internal administrative purposes and any other purposes set out in these Terms, including for the purpose of improving the Services and our responses to users of the website.
   • You acknowledge that you have no right to have access to our website in source code form.
   • Save for internal distribution amongst your employees and persons authorized by you for your internal business purposes and any other purposes contemplated under these Terms or the website, you must not modify the paper or digital copies of any materials you have printed off or downloaded from our website in any way and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
   • You must not use any part of the content on our website for commercial purposes not specified on our website without obtaining a license to do so from us or our licensors.
   • If you print off, copy or download any content on our website in breach of this Agreement, your right to use our website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

1. YOUR CONTENT
   • Our website may contain information, text, links, graphics, photos, videos, audio, streams, software, tools, or other materials (“Content”), including Content created with or submitted to our website by you or through your Account (“Your Content”). We take no responsibility for and we do not expressly or implicitly endorse, support, or guarantee the completeness, truthfulness, accuracy, or reliability of any of Your Content.
   • By submitting Your Content to our website, you represent and warrant that you have all rights, power, and authority necessary to grant the rights to Your Content contained within these Terms. Because you alone are responsible for Your Content, you may expose yourself to liability if you post or share Content without all necessary rights.
   • You retain any ownership rights you have in Your Content, but you grant us the following license to use that Content:
     • When Your Content is created with or submitted to our website, you grant us a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, transferable, and sublicensable license to use, copy, modify, adapt, prepare derivative works of, distribute, store, perform, and display Your Content and any name, username, voice, or likeness provided in connection with Your Content in all media formats and channels now known or later developed anywhere in the world. This license includes the right for us to make Your Content available for syndication, broadcast, distribution, or publication by other companies, organizations, or individuals who partner with us. You also agree that we may remove metadata associated with Your Content, and you irrevocably waive any claims and assertions of moral rights or attribution with respect to Your Content.
   • Any ideas, suggestions, and feedback about our website or our Services that you provide to us are entirely voluntary, and you agree that we may use such ideas, suggestions, and feedback without compensation or obligation to you.
   • Although we have no obligation to screen, edit, or monitor Your Content, we may, in our sole discretion, delete or remove Your Content at any time and for any reason, including for violating these Terms, violating our Content Policy, or if you otherwise create or are likely to create liability for us.

1. THIRD-PARTY CONTENT
   • The Services may contain links to third-party websites, products, or services, which may be posted by advertisers, our affiliates, our partners, or other users (“Third-Party Content”). Third-Party Content is not under our control, and we are not responsible for any third party’s websites, products, or services. Your use of Third-Party Content is at your own risk and you should make any investigation you feel necessary before proceeding with any transaction in connection with such Third-Party Content.
   • The Services may also contain sponsored Third-Party Content or advertisements. The type, degree, and targeting of advertisements are subject to change, and you acknowledge and agree that we may place advertisements in connection with the display of any Content or information on our website, including Your Content.
   • If you choose to use our website to conduct a promotion, including a contest or sweepstakes (“Promotion”), you alone are responsible for conducting the Promotion in compliance with all applicable laws and regulations, including creating official rules, offer terms, eligibility requirements, and compliance with applicable laws, rules, and regulations which govern the Promotion (such as licenses, registrations, bonds, and regulatory approval). Your Promotion must state that the Promotion is not sponsored by, endorsed by, or associated with NX Software, and the rules for your Promotion must require each entrant or participant to release NX Software from any liability related to the Promotion. You acknowledge and agree that we will not assist you in any way with your Promotion, and you agree to conduct your Promotion at your own risk.

1. WARRANTIES
   • While we make all efforts to maintain the accuracy of the information on our website, we provide our website and all related content on an “as is” and “as available” basis, unless otherwise specified in writing. We make no representations or warranties of any kind, express or implied, as to the operation of any of the foregoing, unless otherwise specified in writing.
   • To the full extent permissible by law, we disclaim all warranties, express or implied, relating to our website or any Services, including but not limited to implied warranties of merchantability and fitness for a particular purpose. We do not warrant that the Services, our website, the related content, or electronic communications sent by us are free of viruses or other harmful components.
   • You agree that your use of the website is at your sole risk. You will not hold NX Software or its third-party service providers, licensors or suppliers, as applicable, responsible for any loss or damage that results from your access to or use of the website , including without limitation any loss or damage to any of your computers or data.

1. TECHNICAL REQUIREMENTS AND RESPONSIBILITY
   • Users are responsible for ensuring that the technical requirements for access to and use of the respective services are met.
   • This applies in particular to the hardware and operating system software used, the connection to the Internet, the firewall settings (if any) and the current browser software.
   • The User shall carry out necessary and reasonable adjustment measures himself/herself and shall bear the costs for the Internet connection in order to be able to access the services.
   • NX Software does not guarantee that the services offered can actually be used with the User's device.

1. LIMITATION OF LIABILITY
   • We are not liable for the completeness, accuracy or correctness of any information uploaded on our website and any related content. You expressly agree that your use of the Services and our website, including reliance on any Third-Party Advice, is at your sole risk.
   • You agree not to use the Services, our website and the related content for any resale purposes, and we have no liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms (including but not limited to the use of, or inability to use, the Services, our website or any other website or software) for:
     • loss of profits, sales, business, or revenue;
     • business interruption;
     • loss of anticipated savings;
     • loss or corruption of data or information;
     • loss of business opportunity, goodwill or reputation; or
     • any other indirect or consequential loss or damage.
   • Nothing in these Terms shall limit or exclude our liability for:
     • death or personal injury resulting from our negligence;
     • fraud; and/or
     • any other matter in respect of which we are prohibited under applicable law from limiting or excluding our liability.
   • These Terms set out the full extent of our obligations and liabilities in respect of the supply of the Services and our website. Except as expressly stated in these Terms, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Services and our website which might otherwise be implied into, or incorporated in, these Terms whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

1. INDEMNITY

You agree to indemnify and hold us, our related corporations and our respective directors, officers, employees, agents and representatives, independent contractors, licensees, successors and assigns harmless from and against all claims, losses, expenses, damages and costs (including but not limited to direct, incidental, consequential, exemplary and indirect damages), and reasonable legal fees, resulting from or arising out of your act, default or omission, whether in your use of our website, Services, and/or any websites or software in relation thereto or otherwise, and whether in respect of your breach of these Terms or any laws or regulations or otherwise.

1. OTHER IMPORTANT TERMS
   • No part of this Agreement is intended to confer rights on any third parties.
   • No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right.
   • All notices under this Agreement shall be in writing and addressed to the most recent (e-mail) address of the other Party.
   • This Agreement contains the entire agreement between the Parties.
   • Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
   • In the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.
   • Each party agrees that this Agreement herewith may be electronically signed, and that any electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. For the purpose of clarity, the following shall qualify as electronic signature: a) Checking a box or a ‘click to accept’ button; or b) Typing a name; or c) Pasting an image of a signature; or d) Drawing a name or initial with a stylus or by hand on a touchpad; and e) Electronically signing using an available third-party software application.
   • The Parties shall attempt to resolve any dispute arising out of or relating to this Agreement through negotiations. If negotiations do not resolve the matter within 30 days of receipt of a written invitation to negotiate, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (“ADR”) procedure. If the ADR procedure does not resolve the matter within 30 days of the initiation of that procedure, or if either Party will not participate in the ADR procedure, the dispute may be referred to arbitration by either Party.
   • These Terms and the relationship between you and us shall be governed by and construed in accordance with the laws of France.