C'Pivot

Welcome to C’Pivot, an online business management Service for small and midsize businesses in coaching, therapy and similar industries. The C’Pivot Service and network (collectively,“C’Pivot”, the “C’Pivot Service”, or the “Service” is operated by Choriotis and its corporate affiliates (collectively, “Choriotis”, “us”, “we” or “our”). Choriotis means Choriotis domiciled at 49 Rue de Ponthieu, 75008 Paris, France.

This Agreement (“Agreement” or “Terms of Use”) sets forth the legally binding terms and conditions for your use of the Service, and any other features, Content, or applications offered in connection with the Service. For purposes of the Terms of Use, the term “Content” includes, without limitation, any information, data, text, templates, photographs, graphics, advertisements, advice, suggestions, blogs or forum comments, software, scripts, and interactive features generated, provided, or otherwise made accessible by Choriotis, its partners or providers on or through the Service. By accessing the Service, you (collectively, “User”, “you” or “your”) certify that you have read, understand and agree to be bound by these Terms of Use, whether or not you are a registered member of C’Pivot. It is your obligation to ensure that you have read, understand and agree to the most recent terms available on this web page.

We reserve the right, at our sole discretion, to modify or replace any of the Terms of Use. Although we strive to notify you by email if there is a change hereof, it is your responsibility to check these Terms periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use or the Privacy Policy constitutes acceptance of those changes. If you do not agree to abide by these or any future Terms of Use, then do not continue to use or access the Service or our website. Any questions about this Agreement can be addressed to legal@choriotis.com

• Use of Software and Service
• Eligibility
• Registration Data
• Subscriptions, Payments and Taxes
• Communications and Alerts
• Termination
• Discontinuance of Service
• Disclaimer
• Limitation of Liability
• Trademarks
• User Obligations
• Third Party Resources
• Linking Policy
• Indemnification
• Governing Law; Venue and Jurisdiction
• Force Majeure
• Language
• Integration and Severability

Use of Software and Service

You must have a User Account to enjoy the Service. Choriotis grants you the right to access and use the Service, during the Term of your subscription and according to your plan, via the provided software, and with the particular User Account available to you. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement.

To ensure security and confidentiality, Choriotis applies reasonable security standards to User Account and User Content no less protective than the security standards used by us to store and process our own data. If applicable, the authorization system will provide User with an Access Token to authenticate User against the Service. User is solely responsible for the security of the Access Token.

Eligibility

The Service is intended solely for practitioners (including, without limitation, personal and business coaches, therapists, psychotherapists, psychologists, counselors and consultants) who work with clients in one-on-one sessions or in a group. To use the service, you must be of legal age. In any case, your must be eighteen (18) years or older. The Service is not available to users who have been suspended or removed by us for any reason. However, users who had previously joined the Service and left are always welcome to be back. Notwithstanding anything to the contrary, membership in the Service is void where prohibited by law.

Registration Data

By accessing the Service, you agree to (a) provide accurate, current and complete information about yourself as may be prompted by any registration forms (“Registration Data”); (b) maintain and promptly update the Registration Data, and any other information you provide to Choriotis, as to keep it accurate, current and complete; (c) maintain the security of your authentication username and password; and (d) be fully responsible for all use of your account. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your account.

As a condition to using the Service, you will be required to register and select a Username and a password. In case that you select a professional account (collectively “Professional Account”, or “Company Account”), you will also be required to provide a Company Name, and if needed, your sales tax identification number known as Value-Added Tax (VAT), Goods and Service Tax (GST) or Harmonized Sales Tax (HST). In any situation, if the headquarters of the company is established in the European Union, you shall provide your VAT identification number. In case of a sole proprietorship structure, you must choose a Personal Account (collectively “Personal Account” or “Individual Account”). You shall not (i) select or use as a Username, password, or Company Name the name or password of another person or entity with the intent to impersonate that person or entity; (ii) use as a Username or Company Name a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a Username a name that is otherwise offensive, vulgar or obscene. Choriotis reserves the right to refuse registration of, or cancel a Username in its sole discretion. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your password. You shall never use another user’s account without such other user’s express permission. Furthermore, you agree to immediately notify Choriotis in writing of any unauthorized use of your account, or other account related security breach of which you are aware.

Subscriptions, Payments and Taxes

Access to the Service is restricted to subscribers. By default, subscriptions are automatically renewable. You can disable this automatic renewal at any time from your User Account. In this case, your access to the Service will be ensured only during the current subscription period (“subscription period” or “Term”).

Choriotis reserves the right to require payment of fees for using the Service. Choriotis may offer a trial period free of charge. At the end of the trial period, and according to the subscription plan you have chosen, Choriotis will issue an electronic invoice covering the fees of the next subscription period. Choriotis reserves the right to change its pricing and to institute new charges at any time. Use of the Service by you following such changes constitutes your acceptance of any new charges. All new charges are applicable as of the next billing date. User’s obligation to pay all fees, as set forth in the invoice, is noncancellable.

The price we advertise for the Service does not include any Taxes (any duties associated with the purchase of the Service) and Choriotis will not reduce its price for Taxes.

• Customers in France Whether you are a self-employed entrepreneur or an established business, Choriotis will collect the French VAT. That is, Choriotis will increase by 20% the advertised price of the service to account for local French VAT. You will receive a VAT-inclusive invoice.
  
• Customers in other European Union countries If you have registered for an Individual Account, Choriotis will collect VAT charges for sales of digital service with the VAT amount applicable in your country. You will receive a VAT-inclusive invoice. On the other hand, if you have a Professional Account (a B2B operation), VAT reverse charge is applicable. That is, Choriotis will not collect any sales taxes. Consequently, it is up to you to account for VAT related to the intra-EU purchase and declare it to your local tax authority. To be able to use reverse charge, you must possess a valid VAT identification number.
• Customers in the rest of the world Under the applicable tax legislation, the Service may be subject to local VAT, GST or any other Sales Tax. Your relationship with Choriotis is considered as a B2B (business-to-business) relationship even when you select a Individual Account type in the registration form. Since not all countries require to collect taxes on foreign purchases, Choriotis allows you to select either type of accounts only as a means to better serve you keeping your data accurate. Thereby, Choriotis will not collect any sales taxes outside the European Union and the user is responsible for any taxes. If you are a sole proprietor, you may be subject to sales tax even if you are not liable for it. To operate your business, including but not limited to a sole proprietorship, you must check with your tax authority whether you are liable for sales taxes and whether you are required or not to apply a reverse charge to account for any Taxes. Any amounts of an applicable local tax are considered to be as withheld by you and are to be remitted to the applicable local tax entity even if they do not appear in the invoices you receive from us. Depending on your country, state and tax legislation, foreign purchases may be subject to declarations. Notwithstanding anything to the contrary, Choriotis will not pay any taxes you owe, and you hereby agree that you will be liable to pay any interest, penalties or fines arising out of any mis-declaration, late-declaration or non-declaration by you. If required, Choriotis will issue an invoice with the amount of taxes that it receives from your local tax entity and it will send it to you.

Your invoices will be delivered to you by using electronic means. You are required to pay any invoice upon receipt. Note that late payments can lead to penalties and extra interests fees legally due by Choriotis. You may pay and view your billing information from your client portal. Accessing the client portal is conditioned by accepting the invitation to the portal, received by email, during the creation of your user account. In any case, and if you have provided a payment method related to your subscription, Choriotis saves you time by automatically collecting the amount of the invoice(s) received through the payment method(s) provided. If this direct debit fails, we will make a maximum of three (3) attempts to collect the amounts due. In case of non-payment, access to the service will be blocked for a few days. After this time, and if the payment is still not received, your subscription will be canceled.

If access to your account is blocked due to non-payment, reactivation of the Service (after payment is received) may take up to forty-eight (48) hours. This period is non-negotiable and the non-access to the Service during this time of restriction will not be refunded. In addition, if your subscription is canceled, and during the period that Choriotis keeps your User Account and Content, you can once again access the Service by creating a new subscription.

In case of invoicing error on our part, if the billed amount is

• greater than the amount due for the use of the Service: Choriotis establishes a credit note with the amount you are entitled to claim. This credit note will be deducted from the sums due for the next invoice.
• less than the amount due for the use of the Service: Choriotis reserves the right, in its sole discretion, to issue an additional invoice with the remaining amount due, or to include such amount in your next invoice on the usual billing date.

Communications and Alerts

By subscribing to C’Pivot, you are automatically enrolled in Choriotis’s communication outreach services. These services usually involve email communications, but may include other services Choriotis employs to disseminate information to members.

You understand and agree that any alerts provided to you through the Service may be delayed or prevented by a variety of factors. Choriotis does its best to provide alerts in a timely manner with accurate information. However, we neither guarantee the delivery nor the accuracy of any alert. You also agree that Choriotis shall not be liable for any delays in delivery or failure to deliver any alert; for any errors in the Content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert.

Termination

If User is late on payment for the Service, Choriotis may suspend the Service or terminate this Agreement for breach.

If User is no longer subscribed to the Service, Choriotis reserves the right to terminate the User Account and destroy all data and Content that User owns.

If we have reasonable evidence that you have breached this Agreement and/or the Privacy Policy Statement, Choriotis may terminate your membership, delete your account and any Content or data that you own and/or prohibit you from using or accessing the Service, at any time in its sole discretion, with or without notice, effective immediately.

You can unsubscribe and terminate your User Account at any time. For each Monthly Subscription a minimum period of 30 days is charged. For each Annual Subscription a minimum period of 365 days is charged. No refund of any part of this paid subscription is made if User chooses to terminate User Account and/or cancel a subscription during any time period of the Term.

All provisions of the Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, Subscriptions, Payments and Taxes, warranty disclaimers, indemnity and limitations of liability.

Discontinuance of Service

Choriotis may change, suspend, or discontinue the Service or any portion of the Service (including without limitation, the availability of any feature, database, or Content) for any reason at any time without liability to the User. We may also impose limits on certain features and Services or restrict your access to parts or all of the Service without notice or liability.

Disclaimer

EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHORIOTIS AND ITS SUPPLIERS DO NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. CHORIOTIS AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR THE DELETION, CORRECTION, DESTRUCTION, DAMAGE, LOSS OF OR FAILURE TO STORE ANY USER DATA AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH USE OF THE SERVICE. USER IS SOLELY RESPONSIBLE FOR SECURING ITS CREDENTIALS INCLUDING THE USERNAME, PASSWORD AND ACCESS TOKEN. NEITHER CHORIOTIS NOR ITS SUPPLIERS, WARRANTS THAT THE OPERATION OF THE SOFTWARE OR THE SERVICE WILL BE ERROR-FREE, TIMELY, SECURE OR UNINTERRUPTED, ANY INFORMATION, DATA OR MATERIAL GENERATED BY THE SERVICE, OR PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND ANY ERRORS IN THE SOFTWARE OR SERVICE WILL BE CORRECTED.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CHORIOTIS OR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS BE RESPONSIBLE OR LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY OR UNDER ANY STATUTE (INCLUDING WITHOUT LIMITATION ANY TRADE PRACTICE, UNFAIR COMPETITION OR OTHER STATUTE OF SIMILAR IMPORT) OR ON ANY OTHER BASIS FOR SPECIAL, DIRECT, INDIRECT, INCIDENTAL, MULTIPLE, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF USE OF, OR THE INABILITY TO USE, THE SERVICE OR DOCUMENTATION, EVEN IF CHORIOTIS KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM OR RELATED TO LOSS OF USE, LOSS OF DATA, DOWNTIME, MAINTENANCE, UNAVAILABILITY OF THE SERVICE, OR FOR LOSS OF REVENUE, PROFITS, GOODWILL OR BUSINESS OR OTHER FINANCIAL LOSS, EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. IN ANY CASE, THE ENTIRE LIABILITY OF CHORIOTIS AND ITS SUPPLIERS UNDER THIS AGREEMENT, OR ARISING OUT OF THE USE OF THE SERVICE, SHALL NOT EXCEED IN THE AGGREGATE THE PURCHASE PRICE PAID FOR ONE MONTH OF SUBSCRIPTION (OR THE AMOUNT EQUIVALENT TO ONE MONTH OF SUBSCRIPTION IF THE SUBSCRIPTION IS NOT MONTHLY BASED). THE LIMITATIONS IN THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM OR A FUNDAMENTAL BREACH.

Copyright and Content Ownership; Limited License

Choriotis claims no intellectual property rights over the material (“User Content”) that you provide to the Service. Your profile and content uploaded remain yours. However, the material you provide must not infringe any copyrights.

Choriotis does not pre-screen User Content but has the right to generate statistics through any User Content that is available via the Service.

All non-User Content available through the Service, including designs, text, graphics, pictures, video, data, information, applications, software, sound and other files, and their selection and arrangement, are the proprietary property of Choriotis or its licensors with all rights reserved. Non-User Content may not be modified, copied, distributed, reproduced, republished, transmitted, or sold in any form or by any means, in whole or in part, without Choriotis’s prior written consent.

You agree that the Service contains Content specifically provided by Choriotis or its partners and suppliers and that such Content is protected by copyrights, trademarks, Service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by all copyright notices, information, and restrictions contained in any Content accessed through the Service. You shall not sell, license, rent, modify, distribute, copy, reproduce, reverse engineer, transmit, publicly display, publicly perform, publish, adapt, edit, create derivative works from, or otherwise exploit any Content or third party submissions or other proprietary rights not owned by you (i) without the consent of the respective owners or other valid right, and (ii) in any way that violates any third party right.

Trademarks

C’Pivot’s trademark may not be used in connection with any product or Service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Choriotis.

User Obligations

You understand and agree not to use the Service for any purpose that is prohibited by the Terms of Use. You are responsible for all of your activity in connection with the Service.

By way of example, and not as a limitation, you shall not either take any action or provide any Content through the Service, that:

• Use the Service for any illegal purpose, including but not limited to conspiring to violate laws or infringe any intellectual property or other proprietary right of any other person or entity.
• Falsely state, impersonate, or otherwise misrepresent your identity, including filling fields with Content that does not match the purpose of the field. Example: Putting a phone number in a name or address field.
  
• Use any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any software, hardware or telecommunications equipment, or to bypass any measures we may use to prevent or restrict access to the Service, or to damage or obtain unauthorized access to any system, data, password or other information of Choriotis or any third party.
• Interfere with or disrupt the servers or networks providing the Service or disobey any requirements, procedures, policies or regulations of networks connected to the Service.
  
  You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Service, (iii) copy, rent, lease, distribute, or otherwise transfer any or all of the rights that you receive here-under, or (iv) use or access the Service in order to build a competitive product or Service. You shall abide by all applicable local, state, national and international laws and regulations when using the Service.
  

Third Party Resources

The Service may permit you to link to other services, websites or resources on the Internet. For example, you can save a note that has links to audio and video resources hosted in a third party provider. When you access any such third party websites or resources, you do so at your own risk. User understands that Choriotis has no control over the Content or information at that website or resource, and User acknowledges that Choriotis is not responsible or liable for the Content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. It is your responsibility to protect your system from such items as viruses, worms, Trojan horses and other destructive items. 

Linking Policy

You are granted a limited, non-exclusive right to create, from your website, a hypertext link to the C’Pivot product website provided that such link (i) does not portray C’Pivot and/or its affiliates or suppliers in a false, misleading, derogatory or otherwise defamatory manner; and (ii) does not imply any sponsorship, approval, endorsement or affiliation of your website or products by Choriotis. This limited linking right may be revoked at any time. 

Indemnification

Unless prohibited by applicable law, User shall defend, indemnify, and hold harmless Choriotis, its affiliates, employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to (i) the use or misuse of, or access to, the Service or Content (ii) the violation of the Terms of Use, or (iii) infringement of any intellectual property or other right of any person or entity.

Governing Law; Venue and Jurisdiction

By using the Service and/or visiting our website, you agree that the laws of France, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between you and Choriotis or any of our affiliates or suppliers. You agree not to commence or prosecute any action in connection therewith other than in the city and courts of Paris, France, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non-conveniens with respect to, the exclusive venue and jurisdiction in the city and courts of Paris, France.

Force Majeure

Choriotis will not be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

Language

The English version of the Terms of Use is only provided for your convenience. In the event of any inconsistency or conflict between the French language version and the translations of this document, then the French language version shall apply.

Integration and Severability

The Terms of Use are the entire agreement between User and Choriotis with respect to the Service and use of C’Pivot, and supersede all prior communications (whether oral, written or electronic) between User and Choriotis. If any provision of the Terms of Use is found to be unenforceable, invalid or illegal, that provision will be limited or eliminated to the minimum extent necessary so that the rest of the Agreement will otherwise remain in full force and effect and enforceable. If either party, in any respect, fails to exercise or delays the exercise of any rights provided for herein, this fact shall not be deemed a waiver of any rights under this Agreement.

The Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with Choriotis’s prior written consent. Choriotis may assign, transfer or delegate any of its rights and obligations under this Agreement without consent. No agency, partnership or joint venture is created as a result of this Agreement; no third party benefits are conferred, and you do not have any authority of any kind to bind Choriotis in any respect whatsoever.