Terms and conditions of sponsorship for Sidely

1. About the General Terms of Sponsorship (GTS)

These General Terms and Conditions of Sponsorship (GTCS) govern the Sponsorship Program offered by Sidely SAS, a simplified joint stock company with capital of €11,450, registered in the Paris Trade and Companies Register under number 878 468 941 00025, with registered office at 10 rue Euryale Dehaynin, 75019 Paris, France. Participation in the Sponsorship Program by the Sponsor and the Recommendee implies full and unconditional acceptance of these GPC. The GTCP are permanently accessible on Sidely's website at go-sidely.com.
Sidely (Sidely SAS) reserves the right to modify the GTCP at any time and at its own discretion, subject to notification of the Parties, including by electronic means (e-mail), and such modifications shall take effect immediately.

2. Definitions

Terms beginning with capital letters in the GPS have the following meanings:

3. Participation in the sponsorship program by the sponsor

3.1 How to participate in the sponsorship program

The Sponsor with an Account may participate in the Sponsorship Program at any time. Participation in the Refer a Friend Program is carried out exclusively, at the option of the Referrer:

3.2 Sponsor commitments

By participating in the Sponsorship Program, the Sponsor agrees to :

Sidely reserves the right to accept or reject a Sponsor's participation in the Sponsorship Program, in particular if :

None of the provisions of the GTCP may be interpreted as conferring upon the Sponsor the capacity of representative or agent of Sidely or conferring upon him any power of such nature as to engage the responsibility of Sidely. The Sponsor is in no way mandated to bind Sidely in any way whatsoever with respect to third parties, in particular with respect to his Godchildren.

4. Terms and conditions of Sidely's commission payments

4.1 Mandatory validation of the Subscription by Sidely

The Commissions of the Sponsor and the Referrer are payable under the conditions defined below when the Referrer subscribes to the Software, by opening a paying Account.The Sponsor may not receive Commissions:

Sidely remains free to accept or reject the Subscription of a Referrer without having to justify its decision to the Referrer.
In the event that a Referrer cancels the Subscription or obtains a refund of his or her payment for any reason whatsoever, the Referrer loses the right to the Commission concerned or, if he or she has already received it, must refund the Commission to Sidely.
If the Sponsor fails to comply with the GTCP, the General Terms and Conditions of Sale and Use of the Software, and applicable laws, the Sponsorship Program may be suspended and all rights to Commissions that have not yet been paid may be withdrawn, including to compensate for any outstanding payments by the Sponsor.

4.2 Terms of payment of Commissions to the Sponsor by SELLSY

In return for the Subscription by a Recommendee of a subscription to all or part of the Software Modules, and subject to acceptance by Sidely, the Sponsor will be remunerated by Sidely in the form of a retro-commission corresponding to the amount (excluding VAT) of one month of the first year of subscription of his Recommendee.
The Sponsor's Commission will be applicable only for the first year of Subscription of the Recommendee. Renewals do not entitle the Sponsor to any additional commission.
Sponsor Commissions are placed on hold prior to payment. Sponsor Commissions are paid under the following conditions:

4.3 Sponsor commission

The Referred Friend will benefit from a one-month trial period offered free of charge at the time of Subscription, provided that he/she has subscribed to all or part of the Software Modules.
Any renewal does not entitle the Referred Friend to any additional Commission.
Any services subscribed to by the Godchild in addition to his/her subscription are not included in the scope of the present contract.
The Godchild's Commission is capped at one month.
Sidely reserves the right not to honor this Commission if the Godchild does not meet the eligibility criteria.

5. Duration of sponsorship program

The Sponsorship Program is concluded on a non-exclusive basis for an indefinite period.

6. Intellectual property

The Software and the Promotional Material belong to Sidely and are protected by intellectual property rights.
The Sponsor is authorized to use the Promotional Material provided by Sidely within the limits granted by the GTC. All rights not expressly granted to the Sponsor by the GTCP are reserved.
For the duration of the GTCP, Sidely grants the Sponsor the right to distribute the Promotional Material on the Internet, which may include trademarks, names, logos and slogans belonging to the Sponsor, within the framework of the instructions provided by Sidely regarding the use of these elements and solely for the purposes of the Sponsorship Program. With the exception of the aforementioned right of use, the General Terms and Conditions do not grant the Sponsor any other intellectual property rights, and in particular no rights to the technical and commercial documentation provided by Sidely, which remains the full and exclusive property of Sidely.
Sidely reserves the right to delete or modify the Modules and functionalities of the Software at its own discretion, at any time and without prior notice, without liability on the part of the Sponsor or the Referrer.

7. Responsibilities and warranties of the Parties

7.1 Sidely's responsibilities and warranties

Sidely does not warrant that the Software will be free from defects or errors, or that the Software will operate without interruption or malfunction. Updates to the Software may be made on any day and may cause an interruption in service for a short period of time. Sidely also reserves the right to carry out any technical maintenance or improvement work on the Software in order to ensure its correct operation. The interruption will not give rise to any compensation for the Sponsor.
Under no circumstances will Sidely be directly or indirectly liable for any damage caused to Sponsors, Referrers or any third party in connection with the execution of the Referral Program, due to the fault of Sponsors or Referrers.
Sidely reserves the right to terminate the online availability of the Referral Program without notice or compensation.

7.2 Responsibilities and warranties of the sponsor

The Sponsor undertakes to disseminate the Sponsorship Link, the Sponsorship Code and the Promotional Material under its sole and entire responsibility in accordance with current legislation and customary practice.
The Sponsor guarantees that any participation in the Sponsorship Program will be carried out in compliance with current legislation and the GCU or GTC of the social networks and that it complies with legislation relating to the protection of personal data. The Sponsor warrants that it will not modify the Promotional Material without the prior written consent of Sidely The Sponsor shall indemnify Sidely (as well as its affiliated entities, their officers, directors, employees and agents) from any claim or demand, including attorneys' fees, by any third party due to its breach of the T&Cs, its misuse of the Referral Program, the Promotional Material, the Referral Link or the violation of any law or the rights of any third party.

7.3 Sponsor's responsibilities

The Referrer agrees to participate in the Referral Program in compliance with these GTCP, applicable laws and to use the Software in accordance with the GTCP and the TOU, and shall indemnify Sidely (and its affiliated entities, their officers, directors, employees and agents) from any claim or demand, including attorneys' fees, made by any third party due to the Referrer's breach of the GTCP, misuse of the Referral Program, or violation of any law or the rights of any third party.

8. End of sponsorship program

Sidely may terminate the Referral Program for the Sponsor and the Referred Friend at any time if they fail to comply with the General Terms and Conditions, the General Terms and Conditions of Sale and Use of the Solution or applicable laws.
Termination by the Sponsor of his/her subscription to the Software automatically entails termination of the Referral Program for the latter. If the Referrer no longer wishes to benefit from the Referral Program, the Referrer undertakes not to promote the Software.
If the Referral Program is terminated for any reason whatsoever, the Commissions validated by Sidely are due to the Referrer and the Referred Friend until the date of termination, provided that they make a request in accordance with the conditions set out in the GCP.
Upon termination of the Sponsorship Program, the Sponsor may no longer reproduce the Sponsorship Link, use the Promotional Material, or send emails promoting the Software.

9. Miscellaneous stipulations

9.1 Survival of certain items after termination of the Sponsorship Program

Articles 4, 6, 7 and 9 shall survive the expiration or termination of the Sponsorship Program or the GPC.

9.2 GCP in full

The T&C represent the entire agreement of the Parties with respect to their subject matter.

9.3 Contradiction

In the event of any contradiction between the provisions of the GPC and any other provision concerning the Software, it is expressly agreed that the provisions of the GPC shall prevail.

9.4 Invalidity

If one or more stipulations of the GCP are declared invalid, the other stipulations will retain their full force and scope. In this case, the Parties shall, if possible, replace the invalidated provision with a valid provision corresponding to the spirit and purpose of the GCP.
In the event of judicial invalidation of a clause of the GCP for any reason whatsoever, the court shall substitute a clause of equivalent effect within the scope of its power of interpretation.

9.5 Force Majeure

Neither Party shall be liable for any failure or delay in performance caused by an event constituting Force Majeure, pursuant to Article 1218 of the French Civil Code, such as but not limited to: fire, flood, natural disaster, earthquake, Internet connection interruption by the access provider, cyber-attacks, strikes, lock-outs.
In such a case, the obligations of the Parties will be suspended from the time one of the Parties notifies the other Party of the exonerating cause, until it ceases.
Should such circumstances continue for a period of more than fifteen (15) days, the Parties agree to enter into discussions with a view to modifying the terms of their respective commitments.
Should no agreement or alternative be possible, these commitments may be terminated without damages, by simple written notification by registered letter with acknowledgement of receipt, without indemnity or notice.