1.1 “Customer” means the individual or the legal entity who registers and activates Services provided by Augeo and assumes payment responsibility for the Services.

1.2 “User” means the individual (i.e. an employee of the Customer or a third party) who, following an invitation from the Customer, registers a user account and gains access to the Services.

1.3 “Licensee” means the Customer and the User.

1.4 “Workspace” means an access to the Services subscribed to, and managed by, the Customer, as defined at the Web Site.

1.5 “Services” means the Planzone Internet services, the Customer’s Workspace, associated online software, and other services related thereto provided to the Customer by Augeo in accordance with this Agreement and with the characteristics and features as described at the Web Site, subject to change from time to time.

1.6 “Trial Services” means an access to a Workspace, provided free of charge, and marked “trial”, “demo”, “free” or “evaluation” (or a similar designation), with a defined set of usage terms, as defined at the Web Site.

1.7 “Subscription Plan” means a Workspace with a defined set of usage terms, provided in consideration of a fee per period.

1.8 “Content” means all visual, written or audio data, information or material including, without limitation: documents, spreadsheets, text messages, form entries, wiki pages, digital media files and similar material, which are uploaded to, transferred through, publicly posted, processed or entered into the Services by the Customer or the Users.

1.9 “Web Site” means Planzone’s web site at www.planzone.com.

1.10 “Agreement” means the terms and conditions defined in this document and available on the Web Site, that all Licensees agree to by completing the Customer or User registration form.

1.11 “Privacy Policy” means the Planzone privacy policy which explains the security and accessibility policy of the Service, available at the Web Site, that all Licensees agree to by accepting the Agreement.

1.12 “Security Policy” means the Planzone security policy which explains the information gathering and dissemination practices for the Service, available at the Web Site, that all Licensees agree to by accepting the Agreement.

1.13 “Third Party” means external individuals or companies that are not Licensees and who do not have access to the Services.

2.1 Subject to the terms and conditions of this Agreement, Augeo hereby grants to the Licensee a worldwide, non-transferable, non-exclusive, non-sublicensable right to access and use the Services.

2.2 Augeo reserves the right to effect modifications to the design, operational method, technical specifications, systems, and other functions of the Services, at any time without prior notice.

2.3 In accordance with the relevant French e-commerce legislation, you are informed that you are entitled to a period of seven (7) calendar days, from the date of subscription, to exercise your right of withdrawal without penalty and without cause. However, the right of withdrawal cannot be exercised once you have accessed the Service.

2.4 Augeo undertakes to adopt reasonable measures in order to ensure that the Services are available over the Internet, twenty-four hours a day, seven days a week. Augeo shall be entitled to take measures that affect the aforementioned accessibility where Augeo deems such to be necessary for technical, maintenance, operational, or security reasons. The Customer is also aware and acknowledges that the Customer’s access to the Internet cannot be guaranteed and that Augeo shall not be liable for any deficiencies in the Customer’s own Internet connections or equipment.

2.5 The Customer is entitled to provide Users with access to the Customer’s Workspace and the Services. The Customer is aware and acknowledges that the Customer is liable for the Users to whom the Customer affords access to the Services.

2.6 Augeo is entitled to retain subcontractors for the performance of obligations in accordance with this Agreement. Augeo is liable for the subcontractors’ work and services in the same manner as for its own work and services.

3.1 Trial Services are provided strictly “as is”. The Licensee may use a Trial Service in a manner consistent with the terms and conditions of this Agreement, but Augeo may, at its own discretion, disable certain features of a Trial Service and enforce time limits on the Licensee's right to use the Trial Service. The Trial Service is provided free of charge; Augeo disclaims all warranties as set forth in this Agreement and Augeo shall not be liable for any damages related to the Licensee's use of a Trial Service.

3.2 The Customer can upgrade to a fee-paying Subscription Plan at any time and benefit from additional features and/or services.

3.3 Trial Services may include advertising as some point in time.

4.1 The Licensee has to comply with the Security Policy available at the Web Site.

4.2 The Customer ensures that all details provided regarding the Customer’s contact information, billing information and credit card information, where applicable, are correct and undertakes to update such information regularly.

4.3 The Licensee is responsible for the activities conducted by the Licensee within the Services and for ensuring compliance with national laws in conjunction therewith. All Content uploaded to, transferred through, publicly posted, processed or entered into the Services by the Licensee is the sole responsibility of the Licensee.

4.4 The Customer is responsible for monitoring its Workspace and is liable vis-à-vis Augeo for ensuring that Content transferred to or handled within the Services which is processed by the Licensee does not infringe any Third Party rights nor in any other manner violates governing legislation, and that the Licensee possess such necessary licenses from Third Parties as may be required in order to process the Content and use the Services.  The Customer is entitled to assign the administration responsibility to monitor a Workspace to a designated User.  The designated User will then have the same monitoring obligation as the Customer.

4.5 The Licensee undertakes to use the Services in such a manner that such use does not prevent or disrupt other computer communications or mobile telephone communications or prevent or disrupt the equipment employed in order to provide and use the Services.

4.6 The Licensee is aware and acknowledges that it is not permitted to use the Services in order to gain material in violation of law or material which in any manner contravenes generally accepted practices.

4.7 The Licensee undertakes not to use the Services in order to obtain material which per se, or if sent to another party, might injure the reputation of a Third Party, or in any manner which may result in the infringement of any Third Party’s copyright, or which constitutes a dissemination of business secret, or may incite a Third Party to commit or participate in a crime, or may be understood as constituting a threat, or to use the Services in any other manner incompatible with the purpose thereof.

4.8 The Customer undertakes not to provide access to the Services to anyone other than Users who have completed the registration form and thereby agreed to the Agreement.

4.9 The Licensee agrees not to take part directly or indirectly in a network designed to implement practices comparable to "pyramid selling" or multilevel marketing (MLM) network-based sales.

4.10 The Licensee is obligated to notify Augeo regarding any suspected breach of these provisions.

5.1 The Customer pays compensation for the Services in accordance with the fees applied by Augeo from time to time as described at the Web Site and in the Services (Account Administration menu).  This payment obligation solely applies to Customers and not to Users.
For billing purposes, all currency references are in Euros.  Other currencies may be displayed at the Web Site for information purposes only.  All payment for the Services is billed upfront for the period and is non-refundable.

5.2 The Customer has the ability to upgrade or downgrade its Subscription Plan at any time during the term of the Agreement.  Upon upgrading from Trial Services to a fee-paying Subscription Plan, all Services provided by Augeo are immediately charged to the Customer credit card in advance for the selected period. Upon upgrading from a Subscription Plan to a higher level Subscription Plan, such an upgrade will take place immediately and the Customer credit card will be charged with a pro-rated amount for the new Subscription Plan.  Any Subscription Plan upgrade requires that the Customer enters his/her credit card information.

Requests for a Subscription Plan downgrade to a lower-level plan shall be sent by email to sales@planzone.com.  The Customer is entitled to downgrade to any lower Subscription Plan from a fee-paying plan.  The Customer is not entitled to downgrade from a Subscription Plan to Trial Services. The request is effective as soon as it is processed by Augeo.  However, there will be no refund for the pre-paid partial period of Services. The request for a downgrade in the Subscription Plan level can only be processed if the Workspace is compliant with the terms of the new Subscription Plan.  Please note that downgrading your Subscription Plan may result in loss of Content and/or features.  Augeo does not accept any liability for such loss.

In case the recurring credit card payment fails, the payment must reach Augeo in full within thirty (30) days of the issue date of the invoice or initial credit card charge. Penalty interest shall be payable according to law beyond that period. Augeo shall be entitled to charge a fee for any payment reminders and reserves the right to send reminder messages via e-mail to the Customer. The Customer shall be responsible for the reasonable costs incurred by Augeo of collecting overdue fees.

5.3 All Subscription Service fees are inclusive of all taxes, levies and duties.  The Customer undertakes to make payment of invoices in Euros, including the payment of any applicable Value-Added Sales Taxes.

5.4 Augeo may temporarily disable the Licensee's access to a Workspace or to the Services in the event the Customer has overdue payments in excess of thirty (30) days. In addition, Augeo may terminate a Workspace, delete and destroy the Customer’s Content and immediately terminate this Agreement in the event of overdue payments in excess of sixty (60) days.

5.5 In the event of early termination of the Agreement, the Customer shall not be entitled to a refund of any prepaid fees.

6.1 Access to the Services is licensed, not sold.  Augeo holds title to all intellectual property rights and technical solutions or, in the alternative, possesses a sole right to use them. Such intellectual property rights and technical solutions may only be used by the Customer in the manner stated in this Agreement. Under no circumstances shall the Customer or a Third Party acquire any intellectual property rights to the Services or to the software or technical solutions used in the Services, or to any trademark or any other business mark belonging to or used by Augeo.

6.2 All Content uploaded to, transferred through, publicly posted, processed or entered into the Services by the Licensee remains the sole property of the Licensee or its respective legal owner. Augeo has no liability for such Content.

7.1 Augeo provides Licensee support and product information in connection with the use of the Services through the Planzone Forum (forum.planzone.com) included with the Services.
7.2 Augeo also provides Customer support by e-mail and telephone regarding Customers’ enquiries. Such support is provided on Augeo weekdays (excluding French public holidays) during Augeo’s regular office hours (from 9:00 am to 5:00 pm – Central European Time) and to the reasonable extent decided upon in detail by Augeo.

7.3 Enquiries and/or error notices must be submitted to Augeo by e-mail or telephone in accordance with contact information available at the Web Site.

Augeo adopts reasonable measures to protect the privacy of the Licensee. Pursuant to the French Data Protection Law no. 78-17 of 6 January 1978 as modified, you have a right to access to your personal data, rectify and correct or delete inaccurate, incomplete, equivocal, expired data as well as the right to object to the processing of your personal data for legitimate purposes. Registration data and certain other personal data about the Licensee are subject to our Privacy Policy, which is available at the Web Site, the terms of which are incorporated into this Agreement by reference.

9.1 Augeo has adopted reasonable measures to ensure that the security of the Services meet relevant industry standards. Augeo’s security measures are set forth in the Security Policy as applicable from time to time, which is available at the Web Site.

9.2 Augeo is not responsible for loss or distortion of Content forwarded electronically in or through the Services.

9.3 The Licensee ensures that identities, passwords, and equivalent obtained by the Licensee in conjunction with registration are stored and used in a secure manner and cannot be accessed and thereby used by Third Parties. The Licensee shall be liable for any unauthorized use of the Services. Augeo has no liability for any loss or damage arising from the Licensee's failure to comply with these requirements.

9.4 Where it is suspected that any unauthorized person has become aware of a user login and password, the Licensee shall immediately inform Augeo thereof.

10.1 Augeo warrants to the Licensee that the Services will perform substantially and materially in accordance with its documentation available at the Web Site, under normal use and circumstances, and for the purpose intended. This warranty does not apply to Trial Services.

10.2 Except for the express warranties set forth above and to the extent permitted by law, Augeo expressly disclaims all other warranties with respect to the Services, whether express or implied, including without limitation, fitness for a particular purpose, accuracy or reliability of results from use of the Services, that the Services will meet specific requirements, that the Services will be uninterrupted, completely secure, free of software errors, or that defects and deficiencies in the Services will be corrected.

11.1 In the absence of intent or gross negligence by Augeo, under no circumstances shall Augeo be liable for indirect losses, loss of profits or anticipated savings, loss of revenue, loss of data, or Third Party claims.

11.2 In the event of major defects that seriously impede the Licensee's use of the Services and that are attributable to Augeo, Augeo undertakes to act to rectify such defect without unreasonable delay. In the absence of intent or gross negligence by Augeo, Augeo otherwise assumes no responsibility for defects or deficiencies in the Services. Error notification must be given by the Licensee in accordance with the instructions announced by Augeo from time to time at the Web Site and within a reasonable time of the discovery of the defect.

11.3 Subject to the limitations set forth in this Agreement, in no event shall Augeo’ liability exceed the direct losses in an amount corresponding to the agreed fees paid by the Customer for the Services during the period of twelve (12) months immediately prior to the breach of contract that entitles the Licensee to damages.

11.4 The Licensee is not entitled to a reduction in payment, or to damages or other sanctions in the event of operational disruption or errors that impede data traffic that are not due to gross negligence by Augeo.

11.5 The Licensee may claim sanctions in accordance with the above only where the Licensee provides Augeo with notice thereof not later than forty five (45) calendar days after the Licensee knew, or should have been aware, of the grounds for the claim.

12.1 A party shall be released from liability in damages and other sanctions where the performance of a specific obligation is prevented or rendered onerous due to circumstances beyond a party’s control and which could not reasonably have been foreseen. Such force majeure events include, but are not limited to, act of God, insurrection or civil disorder, act of terrorism, war or military operations, national or local emergency, acts or omission of government, blockade, embargo, restraints, sanctions, or orders of civil, civil defense, or military authorities, government action or decree, act of public enemy, riot or civil disturbance, general scarcity of transport, goods, or energy, or other similar circumstances, telecommunication network failure, industrial disputes of any kind, fire, earthquake or flood, strike or other labor dispute, explosion (each a "force majeure event").

12.2 Where a party’s performance is prevented for a period in excess of one (1) month due to an event as stated above, either party shall be entitled to terminate the Agreement in writing without any obligation to pay compensation.

13.1 Augeo undertakes not to disclose to any Third Party, or otherwise make available, information received by Augeo from the Licensee within the framework of the Agreement. This confidentiality obligation does not apply to such information as Augeo can demonstrate became known to Augeo other than pursuant to this Agreement or which is in the public domain. Nor shall the duty of confidentiality apply where a party is obligated to provide information pursuant to legal provisions, public authority regulations or court orders. The duty of confidentiality shall remain in force notwithstanding the termination of the Agreement during two (2) years as from the termination of the Agreement.

13.2 Augeo is entitled to review and remove Content which is publicly posted through the Services’ publication features such as project template. Augeo also reserves the right to analyze usage patterns in an aggregated form.

13.3 Except for Content mentioned above, Augeo is not entitled to review Content processed by the Licensee via the Services.

Augeo reserves the right to amend the terms and conditions of this Agreement including, but not limited to, the fees charged by Augeo to the Customer from time to time. The Customer will be informed of such amendments by e-mail or through the information being made available at the Web Site. The Customer is entitled, within thirty (30) calendar days from the date of dispatch of the e-mail or, where appropriate, thirty (30) calendar days from the amendment being published at the Web Site, to terminate the Agreement with immediate effect. Where the Agreement is not terminated by the Customer within the aforementioned time, the Customer shall be deemed to have accepted the new terms and conditions.

15.1 This Agreement shall enter into force upon acceptance by the Licensee of these terms and conditions. This Agreement shall remain in force for an indefinite term subject to written notice of termination by either party. Such termination will be effective, provided that all accrued and/or prepaid fees due are paid in full, on the latter of (a) the last day of the current subscription period of the Customer, or (b) one (1) month after receipt from the other party of the termination notice.

15.2 Upon termination of the Agreement, Augeo is no longer responsible for storing the Content generated by the Licensee within the scope of the Services. Accordingly, the Licensee must ensure that it possesses the necessary back-up copies of the Content that it wants to retain.

15.3 Upon termination of the Agreement, Augeo shall be entitled to permanently delete and destroy all Content within the scope of the Service.

15.4 For Trial Services, Augeo shall reserve the right, in its sole discretion, for any reason, including the lack of use, to terminate the account and to delete and destroy any Content within the Service.  Such termination of Service will be notified by email at least one (1) month before.

15.5 Sections 11 and 13 shall survive any termination of this Agreement.

16.1 Augeo shall be entitled, in whole or in part, to assign its rights and obligations under the Agreement with the Licensee to a company within the same de jure or de facto group of companies as Augeo without the Customer’s prior consent.

16.2 Save for the provisions of section 4.4, the Licensee shall not be entitled to assign its rights or obligations under this Agreement without Augeo’s prior written consent. Where the Licensee assigns its rights and obligations under this Agreement and the new party fails to perform its obligations, the Licensee shall bear primary liability for the performance of such obligations.

17.1 This Agreement has been prepared in the French language and the same shall be controlling in all respects. Any non-French versions of this Agreement are provided solely for accommodation purposes.

17.2 If any provision of this Agreement is declared unenforceable for any reason, the remainder of this Agreement will continue in full force and effect, and the unenforceable provision shall be amended to the extent possible and permitted by law to achieve as nearly as possible the same intent and economic effect as the original provision.

18.1 This Agreement and the ensuing relationship between Augeo and the Licensee is governed by, and shall be construed in accordance with the laws of France.

18.2 In the event of any dispute relating to this Agreement, the parties agree to initially make a full and good faith attempt to resolve such dispute by negotiation at an executive level, to the extent reasonable under the circumstances, prior to commencing court proceedings.

18.3 All disputes relating to this Agreement shall be adjudicated in Nanterre (Hauts-de-Seine), France, with the Tribunal de Commerce as the court of first instance.

Version 1.0, June 4, 2008.