Terms of Service

Welya is a SaaS platform designed for professionals who wish to organize, broadcast and manage webinars and, more broadly, online events for commercial, educational or communication purposes.

Any use of the software, features, websites, platforms and services provided by Welya, Inc. (collectively, the “Service”) is subject to these Terms of Service, as well as to all policies, documents and schedules expressly incorporated herein by reference (together, the “Agreement”).

This Agreement sets forth the terms under which Welya, Inc., a corporation organized under the laws of the State of Delaware, provides its Service to its business clients, as well as the conditions under which the Service may be accessed, used and operated.

By creating an account, purchasing a subscription, accessing the Service or interacting with it in any way whatsoever, you acknowledge that you have read the Agreement and expressly agree to be bound by all of its terms, as well as by all applicable laws, rules and regulations.

BY ACCESSING, USING OR INTERACTING, DIRECTLY OR INDIRECTLY, WITH THE WELYA SERVICE, YOU ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, WITHOUT RESERVATION.

If you do not accept these Terms, you are not authorized to access or use the Service.

Definitions

Agreement: Means the entire contractual framework binding the Client to Welya, consisting of these Terms of Service, the Privacy Policy, the DMCA and Copyright Policy, and any document, policy or schedule expressly incorporated by reference.

Welya: Means Welya, Inc., a corporation organized under the laws of the State of Delaware (United States), which operates the Welya platform and provides the Service.

Client / Client-Organizer: Means any individual or legal entity acting in a strictly professional capacity that has created an Account on the Welya platform and uses the Service in the course of its business, in particular to organize and broadcast webinars or online events.

Authorized User: Means any individual expressly authorized by the Client to access the Service through its Account, within the limits of the rights and features defined by the Client. Authorized Users act under the sole responsibility of the Client.

Participant: Means any person who accesses a webinar, online event or content broadcast through the Service without holding a Client Account.

DMCA and Copyright Policy: Means the document describing the notice and counter-notice procedures provided for by the Digital Millennium Copyright Act (17 U.S.C. §512), the measures for removing or disabling access to allegedly infringing content, and the policy applicable to repeat infringers, as published by Welya and forming an integral part of the Agreement.

Service: Means all software, platforms, interfaces, websites, features, tools and infrastructure made available by Welya under a Software as a Service (SaaS) model, enabling in particular the organization, broadcasting, hosting, management and analysis of webinars and interactive content.

Products: Means, collectively, the Service and all features, modules, options, updates, patches and enhancements offered by Welya.

Prospect: Means any individual or legal entity that is not yet a Client, that may, where applicable, have access to the Service during a free trial period, and that has not purchased any paid Subscription.

Account / Client Account: Means the personal space created by the Client upon registration, enabling it to access the Service and to manage its settings, Subscriptions, Authorized Users and Content.

Subscription: Means the contractual plan purchased by the Client, which defines the term, features, usage limits, financial terms and scope of the Service made available.

Content: Means all materials created, uploaded, broadcast, hosted or made accessible through the Service by the Client, Authorized Users or Participants, including without limitation audiovisual content, text, images, documents, messages, links, offers, and educational and marketing materials.

User-Generated Content (UGC): Means any content, information, data, message, media or interaction created, transmitted, broadcast or made accessible by the Client, Authorized Users or Participants through the Service.

Client Data: Means all data, including Personal Data, collected, uploaded, processed or used by the Client through the Service, in particular data relating to Authorized Users, Participants and interactions taking place during webinars.

Personal Data: Means any information relating to an identified or identifiable natural person, within the meaning of applicable data protection laws and regulations, including without limitation the GDPR, the UK GDPR, PIPEDA, the Swiss Federal Act on Data Protection or any equivalent legislation.

Privacy Policy: Means the document setting forth how Welya collects, processes, retains and protects Personal Data, available on the Welya platform or website, and forming an integral part of the Agreement.

Confidential Information: Means any non-public information, in any form whatsoever, disclosed by one Party to the other or brought to its knowledge in connection with the performance of the Agreement, including without limitation technical, commercial, financial, strategic or contractual information or information relating to the Service.

Applicable Laws: Means all laws, regulations and legal obligations applicable to the use of the Service, including without limitation the laws of the State of Delaware, U.S. federal law, and the laws applicable in the jurisdictions in which the Client conducts its business or targets its Participants.

1. Conditions of access to the Service, Account creation and security

1.1 Access to the Service

Access to the Service is reserved for Clients acting in a strictly professional capacity, and for Prospects granted temporary access to the Service during a free trial period offered by Welya.

Use of the Service requires the prior creation of a Client Account. The Client acknowledges that access to the Service is personal, professional and conditional upon compliance with these Terms. Any use for unlawful, fraudulent or non-compliant purposes is prohibited.

Welya reserves the right to refuse, suspend or limit access to the Service for any person whose use may harm the Service, the security of the systems, Welya or third parties.

1.2 Free Trial Period

Welya may, at its discretion, offer a free trial period allowing a Prospect to access the Service without immediately purchasing a paid Subscription and without providing a payment method.

During the trial period:

• the Prospect does not become a Client;
• access to the Service is limited in time and may be restricted in terms of features;
• the Prospect is subject to all of these Terms of Service.

At the end of the trial period, access to the Service is automatically terminated unless a paid Subscription is expressly purchased.

1.3 Accuracy and Updating of Information

The Client warrants that all information provided to Welya when creating its Account and throughout its use of the Service is accurate, complete, truthful and up to date.

The Client agrees to promptly update any information that has become inaccurate or outdated. Welya shall not be liable for any consequences resulting from erroneous, incomplete or outdated information.

Welya reserves the right to request any supporting documentation necessary to verify the accuracy of the information provided and, in the event of an obvious irregularity or failure to respond, to suspend access to the Service.

1.4 Credentials, Confidentiality and Security

The Client is solely responsible for the confidentiality and security of its login credentials (username, password, access keys or API credentials, as applicable).

Any login, action or operation performed from the Client’s Account is deemed to have been carried out by the Client itself or under its sole responsibility, including when performed by an Authorized User or by a third party who obtained access to the credentials.

The Client agrees to implement all reasonable measures to safeguard the security of its access and never to disclose its credentials to unauthorized third parties.

1.5 Security Breach

In the event of loss, disclosure, compromise or suspected unauthorized access to its Account, the Client agrees to notify Welya immediately by any appropriate means.

Any delay in such notification may aggravate the consequences of the incident and shall engage the Client’s liability. Welya may, as a precautionary measure, temporarily suspend access to the affected Account in order to protect the security of the Service and the data.

1.6 Authorized Users

The Client may authorize Authorized Users to access the Service within the limits of the rights and features subscribed to.

The Client remains fully and solely responsible for:

• the selection of Authorized Users;
• the management of their access;
• their use of the Service;
• any breach of these Terms committed by them.

Authorized Users are deemed to act on behalf of the Client and under its sole responsibility.

1.7 Illegitimate, Fraudulent or Abusive Use

Any use of the Service for illegal, fraudulent or abusive purposes, or in violation of these Terms, is strictly prohibited.

Welya reserves the right, in its sole discretion and without notice, to suspend, restrict or permanently delete the Client Account where fraudulent, abusive or non-compliant use is detected or suspected, without compensation or refund.

1.8 Prohibition of Multiple Accounts and Circumvention

Except with Welya’s prior written authorization, the Client shall not create, hold or use multiple accounts, directly or indirectly, for the purpose of:

• circumventing technical, operational or pricing limitations;
• improperly benefiting from offers, trials or features;
• evading the suspension, restriction or termination of an account.

Any attempt at circumvention constitutes a material breach of these Terms and may result in the immediate deletion of all accounts concerned, without notice or compensation.

2. Description of the Service: changes to features

2.1 Nature of the Service

Welya provides the Client with an online software platform, offered under a Software as a Service (SaaS) model, enabling in particular the organization, broadcasting, hosting, management and analysis of webinars, online events and interactive content, as well as access to related technical and analytics features (the “Service”).

The Service is provided exclusively for professional purposes and in the course of the Client’s business. Welya acts as a technical service provider and does not participate in any way in the design, content or marketing of the Client’s offers.

2.2 Features and Scope of the Service

The features of the Service are those described on Welya’s website and/or in the commercial offer purchased by the Client at the time of its Subscription.

The Client acknowledges that:

• the functional scope of the Service may vary depending on the Subscription plan selected;
• certain features may be subject to technical limitations (webinar duration, number of Participants, data volumes, broadcasting capacity);
• certain features may be offered on a gradual, conditional or experimental basis.

No feature shall be deemed permanently acquired.

2.3 Changes and Modifications to the Service

Welya reserves the right to change the Service at any time, in particular in order to:

• improve its performance, security or usability;
• add, modify or remove features;
• adapt the Service to technical, regulatory or economic constraints.

The Client acknowledges and agrees that such changes may occur without notice, provided that they do not materially impair the use of the Service in the version subscribed to.

2.4 No Guarantee of Results

The Client expressly acknowledges that Welya assumes no obligation to achieve any particular result, in particular with respect to:

• the commercial performance of webinars;
• attendance, conversion or sales rates;
• the growth of the Client’s revenue or audience.

Any business decision made by the Client based on its use of the Service is made at its sole responsibility.

2.5 Reliance on Third-Party Services

The Service may rely, in whole or in part, on infrastructure or services provided by third parties, in particular for hosting, streaming, telecommunications networks or payment services.

The Client acknowledges that interruptions, slowdowns or malfunctions may occur as a result of such third-party services, and that Welya shall not be held liable on that basis.

2.6 Best-Efforts Obligation

The Service is provided on a best-efforts basis. Welya implements reasonable technical and organizational means to ensure access to and operation of the Service, without guaranteeing continuous, uninterrupted or error-free availability.

3. Right to access and use the Service (license of use)

3.1 Grant of License

Subject to compliance with these Terms and full payment of all amounts due under the Subscription purchased, Welya grants the Client a limited, personal, non-exclusive, non-transferable, non-assignable and revocable license to access and use the Service in accordance with its intended purpose, for the term of the current Subscription.

This license is strictly limited to the Client’s internal professional use and does not confer any intellectual property rights in the Service, the software, interfaces, features, trademarks or related elements.

3.2 Usage Restrictions

Except with Welya’s express written authorization, the Client shall not, in particular:

• copy, reproduce, modify, adapt, translate, distribute or create derivative works of the Service;
• decompile, disassemble, reverse engineer or attempt to access the source code, algorithms or architecture of the Service;
• resell, rent, sublicense, make available or exploit the Service for the benefit of unauthorized third parties;
• circumvent or attempt to circumvent any technical measure, usage limitation or security mechanism;
• use the Service in a manner likely to compromise its operation, integrity or security.

Any non-compliant use may result in the immediate suspension or termination of the Client Account, without prejudice to any other right or remedy available to Welya.

3.3 Client Content

The Client retains all rights in the Content it broadcasts through the Service.

Solely for the purpose of providing the Service, the Client grants Welya a non-exclusive, worldwide, royalty-free license, limited to the term of the Subscription, to host, store, process, transmit and display the Content strictly to the extent necessary for the operation of the Service.

This license terminates upon termination of the Client Account, subject to any applicable legal retention obligations.

3.4 Revocability of the License

The license granted hereunder shall automatically terminate:

• upon expiration or termination of the Subscription, for any reason whatsoever;
• in the event of a breach of these Terms by the Client or its Authorized Users.

As of that date, the Client shall immediately cease all use of the Service, without prejudice to the provisions governing the retention or return of Client Data set forth in the Privacy Policy.

3.5 No Transfer of Rights

The license of use granted under this section does not entail any transfer of intellectual property rights, which remain governed by the provisions of Section 6.

4. Permitted use of the Service

4.1 General Principle of Use

The Client agrees to use the Service exclusively:

• in accordance with these Terms,
• in compliance with applicable laws and regulations,
• in a fair and reasonable manner consistent with the purpose of the Service.

Any use of the Service contrary to its purpose, or likely to harm the security, integrity, availability or reputation of Welya, or the rights of third parties, is strictly prohibited.

4.2 Prohibited Content and Activities

The Client is strictly prohibited from using the Service, directly or indirectly, including through its Authorized Users or Participants, to:

• distribute, promote or host unlawful, fraudulent, deceptive or misleading content;
• violate public order, public morals or the rights of third parties (intellectual property rights, image rights, privacy, etc.);
• promote or facilitate illegal, regulated or prohibited activities, in particular those related to weapons, drugs, illicit substances, prostitution, human trafficking or money laundering;
• distribute hateful, defamatory, discriminatory or violent content, or content inciting hatred;
• engage in or facilitate spam, phishing, mass unsolicited communications or any form of abusive solicitation;
• collect or process Personal Data in violation of applicable laws;
• distribute malware, viruses, scripts or any code intended to disrupt or compromise the Service or third-party systems.

This list is not exhaustive.

4.3 Service Security and Technical Integrity

The Client shall refrain from any action intended to:

• test, circumvent or compromise the security mechanisms of the Service;
• access or attempt to access unauthorized accounts, data or systems;
• intentionally overload Welya’s infrastructure;
• disrupt the proper operation, availability or performance of the Service.

Any attempted intrusion, reverse engineering or abusive exploitation constitutes a material breach of these Terms.

4.4 Client Responsibility for Authorized Users and Participants

The Client is fully responsible for the use of the Service by:

• its Authorized Users;
• the Participants in the webinars it organizes;
• any person accessing content broadcast under its control.

The Client agrees to inform such persons of the applicable rules and to ensure their compliance. Any breach committed by a third party using the Service under the Client’s responsibility is deemed to be a breach by the Client itself.

4.5 Right of Suspension and Termination

Welya reserves the right, in its sole discretion, without notice or compensation, to:

• temporarily suspend access to the Service;
• limit certain features;
• terminate the Client Account,

where it determines, in good faith, that the Client’s use of the Service:

• violates these Terms;
• exposes Welya to legal, regulatory, technical or reputational risk;
• compromises the security or proper operation of the Service.

Such decision is without prejudice to any other right or remedy available to Welya.

4.6 No Monitoring Obligation

The Client expressly acknowledges that Welya is under no general obligation to monitor Content, Client Data or uses of the Service.

Any action taken by Welya to moderate, remove or block certain content or access shall not be construed as an admission of liability or a waiver of the rights provided for in these Terms.

5. Content, Client Data, usage restrictions and Client responsibility

5.1 Principle of the Client’s Sole Responsibility

The Client acknowledges and agrees that it is solely and exclusively responsible for:

• the Content it creates, uploads, broadcasts or makes accessible through the Service, including where such Content is recorded, stored, rebroadcast (“replay”) or made available on a deferred basis;
• obtaining all rights, authorizations and licenses necessary for the use of the content broadcast;
• compliance with the laws and regulations applicable to its business, in particular with respect to intellectual property, data protection, consumer law and advertising law;
• compliance with the notice and takedown procedures provided for by the Digital Millennium Copyright Act (DMCA, 17 U.S.C. §512), as described in the DMCA and Copyright Policy.

Welya acts exclusively as a technical service provider making a software infrastructure available, without involvement in the design, approval, broadcasting or promotion of the Client’s Content.

The Client warrants that it holds all necessary rights, authorizations and licenses, including without limitation copyrights and related rights, the image and broadcasting rights of the persons appearing in the content, and any authorization required for the recording and rebroadcasting of webinars.

5.2 Responsibility for Content

The Client warrants that all Content broadcast through the Service:

• is lawful, fair and compliant with applicable laws and regulations;
• does not infringe any third-party rights (intellectual property rights, image rights, privacy, personal data, etc.);
• is not deceptive, misleading, fraudulent or abusive;
• is not likely to give rise to any civil, criminal or administrative liability on the part of Welya.

The Client warrants that it holds all rights, authorizations and licenses necessary for the use of the Content through the Service.

Welya acts exclusively as a technical service provider and hosting provider, without involvement in the creation, selection, modification or approval of content, without exercising any prior or systematic editorial control, and without any liability for such content, its lawfulness or its accuracy when it is broadcast by the Client, its Authorized Users or Participants.

5.3 Client Data: Responsibility and Compliance

Client Data, including without limitation data relating to Authorized Users, Participants and any person interacting with the Content, is processed under the sole responsibility of the Client.

The Client acknowledges that, with respect to such Client Data, it acts as Controller within the meaning of applicable data protection laws and regulations, including without limitation the GDPR, the UK GDPR, PIPEDA and any equivalent legislation.

It is the Client’s responsibility to:

• collect data lawfully, fairly and transparently;
• inform data subjects and obtain, where applicable, the required consents;
• define the purposes and retention periods;
• ensure the security and confidentiality of the data.

5.4 Welya’s Role as Processor

With respect to Client Data processed in connection with the Service, Welya acts exclusively as Processor, in accordance with the Privacy Policy expressly incorporated into these Terms.

Welya processes Client Data solely on the documented instructions of the Client and strictly to the extent necessary to provide the Service.

5.5 General Usage Restrictions

The Client agrees not to use the Service in any manner likely to:

• violate applicable laws;
• breach these Terms;
• infringe the rights of third parties;
• compromise the security, integrity or operation of the Service.

5.6 Prohibition of Reverse Engineering

The Client expressly agrees not to examine, analyze, decompile, disassemble, translate or attempt to extract, directly or indirectly, the source code, APIs, algorithms, architecture or any internal component of the Service.

5.7 Prohibition on Circumventing Limitations

Under no circumstances may the Client circumvent, manipulate, disable or attempt to disable:

• Subscription or billing limits;
• access or usage restrictions;
• technical limitations;
• limits on Participants, webinar duration or volume;
• system quotas, thresholds or protection mechanisms.

Any attempt at circumvention constitutes a material breach of these Terms.

5.8 Data Extraction and Illegitimate Use of Data

The Client shall not, in particular:

• carry out any automated data extraction (scraping, harvesting, crawling);
• export, copy or use Participant data (including e-mail addresses) for resale, transfer or unauthorized external use;
• use data obtained from the Service for purposes unrelated to the normal operation of the Service.

5.9 Use Limited to the Client’s Organization

The Client may not provide, share or make access to the Service available to unauthorized external third parties, including free of charge, outside the scope of its organization or its declared Authorized Users.

5.10 Prohibition of Resale and Competition

The Client shall not:

• resell, rent or commercialize its access to the Service;
• use the Service to develop, promote or operate a service that competes with, is similar to or is a substitute for Welya;
• use the Service for any purpose other than its intended purpose.

5.11 Multi-Jurisdictional Legal Compliance

The Client agrees to comply with all applicable laws and regulations:

• in its country of establishment;
• in the countries targeted by its activities;
• as well as the laws applicable in the United States.

The Client shall bear sole responsibility for the consequences of any breach of these obligations.

5.12 No Prior Review

The Client expressly acknowledges that Welya does not exercise any prior, editorial or systematic control over the Content, Client Data or uses of the Service.

Any occasional action taken by Welya shall not be construed as a monitoring obligation or as an endorsement of the Client’s activities.

5.13 Indemnification

The Client agrees to indemnify, defend and hold harmless Welya from and against any claim, action, penalty, judgment or expense (including attorneys’ fees) arising from:

• the Content broadcast by the Client;
• Client Data;
• the use of the Service;
• any breach of these Terms or of applicable laws.

5.14 Hosting Provider Status

Welya acts exclusively as a technical service provider and hosting provider within the meaning of the Digital Millennium Copyright Act (DMCA, 17 U.S.C. §512).

Accordingly, Welya:

• is not involved in the creation, selection, modification or approval of content;
• does not exercise any prior or systematic editorial control;
• shall not be held liable for content broadcast by the Client, its Authorized Users or Participants, unless and until it has received a valid notice of an alleged infringement and provided that it acts in accordance with the procedures set forth in the DMCA.

Any notice of copyright infringement must be submitted exclusively in accordance with the DMCA and Copyright Policy published by Welya.

6. Intellectual property

6.1 Welya’s Intellectual Property Rights

The Service and all of its components, including without limitation:

• software, source code and object code,
• APIs, algorithms, architectures and databases,
• interfaces, graphics, designs, logos, trademarks and trade names,
• editorial content, documentation, and technical and functional materials,

are protected by intellectual property rights and remain the exclusive property of Welya or its licensors.

Nothing in these Terms shall be construed as granting the Client any ownership or exploitation rights in the Service, other than the strictly limited license of use provided for in Section 3.

6.2 Specific Prohibitions

Without Welya’s prior written authorization, the Client shall not, in particular:

• reproduce, display, adapt or exploit all or any part of the Service;
• use Welya’s trademarks, logos, trade names or distinctive signs;
• remove, conceal or alter any intellectual property or proprietary rights notice appearing on the Service.

6.3 Infringement of Intellectual Property Rights

Any direct or indirect infringement of the intellectual property rights of Welya or its licensors constitutes a material breach of these Terms and may result in:

• the immediate suspension or termination of the Client Account;
• civil and/or criminal proceedings;
• any appropriate interim or compensatory measure.

7. Fees and billing

7.1 Subscriptions and Pricing

Access to the Service is conditional upon the purchase of a paid Subscription, in accordance with the plans, features, technical limits and prices in effect on the date of purchase.

The essential characteristics of each Subscription (price, term, billing frequency, limitations, options) are set out on Welya’s website or communicated to the Client prior to any confirmation.

The Client acknowledges that prices may change and that price changes do not apply to current Subscriptions before their renewal, unless otherwise required by law or expressly accepted by the Client.

7.2 Billing Terms

Billing is carried out:

• in advance,
• according to the billing cycle selected (monthly, annual or other),
• by automatic debit or any other payment method accepted by Welya.

The Client agrees to provide accurate, complete and up-to-date payment information and to maintain a valid payment method throughout the term of the Subscription.

The free trial period, when offered, does not constitute a Subscription and does not give rise to any payment obligation.

7.3 Payment Default or Failure

In the event of a rejected or failed payment, or any incident affecting the payment of amounts due, Welya reserves the right, without notice or compensation, to:

• suspend access to the Service;
• limit certain features;
• terminate the Subscription in the event of a persistent failure to pay.

Unpaid amounts remain due in full, without prejudice to any collection or damages action.

7.4 Taxes and Tax Obligations

Prices displayed are exclusive of taxes, unless otherwise indicated.

The Client is solely responsible for paying all applicable taxes, duties, levies or charges (VAT, local taxes, withholding taxes, etc.), in accordance with the tax laws in effect in its country of residence or establishment.

Welya shall not be held liable for any incorrect tax filing or tax non-compliance by the Client.

7.5 No Refunds

Except as otherwise required by mandatory law, no refund, in whole or in part, shall be granted, including without limitation in the event of:

• partial use or non-use of the Service;
• early termination by the Client;
• suspension or termination of the Account resulting from a breach of these Terms;
• a change in the Client’s business.

The Client expressly acknowledges that access to the Service constitutes a service performed immediately, provided as of the purchase.

7.6 Termination and Financial Consequences

Termination of the Subscription, for any reason whatsoever, does not entitle the Client to any refund of amounts already invoiced or paid for the current period.

Any Subscription period that has begun is payable in full.

7.7 Payment Disputes and Chargebacks

Any abusive dispute, chargeback or unjustified payment objection constitutes a material breach of these Terms.

In such case, Welya reserves the right to:

• immediately suspend access to the Service;
• terminate the Client’s Account;
• claim all amounts due, plus any bank, administrative and collection costs incurred.

7.8 Changes to Offers

Welya reserves the right to change, modify, discontinue or replace all or part of its offers, Subscriptions or features, provided that it informs the Client under reasonable conditions where such changes materially affect the Subscription purchased.

8. User-Generated Content (UGC)

8.1 Definition of User-Generated Content

User-Generated Content (UGC) means all content, information, data, messages, media, offers, documents, links, audiovisual materials, comments, questions, answers, interactions or any other material created, uploaded, broadcast, transmitted or made accessible by the Client, Authorized Users or Participants through the Service.

8.2 Sole Responsibility of the Client

The Client acknowledges and agrees that it is solely responsible for all User-Generated Content broadcast through the Service, including content originating from its Authorized Users and from Participants taking part in its webinars.

Welya is not involved in the creation, approval or systematic moderation of User-Generated Content and shall not be held liable for its content, accuracy, lawfulness or compliance.

8.3 Client Warranties

The Client warrants that User-Generated Content:

• complies with applicable laws and regulations;
• does not infringe any third-party rights (intellectual property, privacy, personal data, image rights, etc.);
• is not deceptive, misleading, defamatory, hateful, violent, obscene or unlawful;
• does not contain any malware, harmful code or fraudulent mechanism.

The Client warrants that it holds all rights, authorizations and consents necessary to broadcast User-Generated Content through the Service.

8.4 License Granted to Welya

Solely for the purpose of providing the Service, the Client grants Welya a non-exclusive, worldwide, royalty-free license, limited to the term of the Subscription, to:

• host, store, process and transmit User-Generated Content;
• display it and make it accessible to Participants;
• perform any technical operation necessary for the proper operation of the Service.

This license does not grant Welya any right to commercially exploit User-Generated Content.

8.5 Right to Intervene and Moderate

Without any general monitoring obligation, Welya reserves the right, in its sole discretion, to remove, suspend, hide or disable access to any User-Generated Content that is:

• manifestly unlawful;
• contrary to these Terms;
• likely to infringe its rights or those of third parties, or to harm the integrity of the Service.

Any action taken by Welya in this regard shall not be construed as an admission of liability or as an obligation to actively moderate.

8.6 Indemnification

The Client agrees to indemnify, defend and hold harmless Welya from and against any claim, complaint, action, penalty, judgment or expense (including attorneys’ fees) arising from:

• User-Generated Content;
• its broadcasting or use through the Service;
• any breach of these Terms or of third-party rights.

8.7 Retention and Deletion

The retention and deletion of User-Generated Content are governed by the provisions relating to data retention periods and by the applicable Privacy Policy.

8.8 Content and Copyright Reports

Any report of User-Generated Content infringing copyrights or related rights must be submitted in accordance with the notice procedure set forth in the DMCA and Copyright Policy.

No informal or incomplete request shall obligate Welya to take action.

9. Confidentiality

9.1 General Principle of Confidentiality

Each Party agrees to treat as strictly confidential all information, data, documents and technical, commercial, strategic, financial or operational materials disclosed by the other Party or to which it may have access in connection with the use of the Service (hereinafter, the “Confidential Information”).

Confidential Information includes, without limitation:

• information relating to the Service, its operation, its features and its development;
• commercial, contractual and financial data;
• non-public Client Data and Content;
• any information identified as confidential or whose nature reasonably warrants confidential treatment.

9.2 Obligations of the Parties

Each Party agrees to:

• not disclose Confidential Information to unauthorized third parties;
• use Confidential Information solely as strictly necessary for the performance of these Terms;
• take all necessary measures to preserve its confidentiality, security and integrity;
• limit access to Confidential Information to duly authorized persons who are bound by an equivalent confidentiality obligation.

9.3 Exclusions

Confidential Information does not include information that:

• is or becomes public without breach of these Terms;
• was known to the receiving Party before its disclosure;
• was lawfully obtained from a third party without any confidentiality obligation;
• was independently developed without use of the Confidential Information.

9.4 Legal or Regulatory Disclosure

Each Party may disclose Confidential Information if required to do so by a legal or regulatory obligation or by a judicial or administrative decision, provided that, to the extent permitted by law, it gives prior notice to the other Party so as to allow it to take any appropriate action.

9.5 Personal Data

Confidentiality obligations relating to Personal Data are specified and supplemented by the Privacy Policy, which forms an integral part of these Terms.

In the event of any conflict, the provisions relating to the protection of Personal Data shall prevail.

9.6 Duration of the Obligation

The confidentiality obligations set forth in this section shall remain in effect throughout the use of the Service and after its end, for any reason whatsoever, unless a longer period is required by law.

9.7 Sanctions

Any breach of the confidentiality obligations constitutes a material breach of these Terms and may result in, without prejudice to any liability action:

• the immediate suspension or termination of the Account;
• interim measures;
• full compensation for the damage suffered.

10. Termination

10.1 Termination by the Client

The Client may terminate its Subscription in accordance with the procedures available in its client area or set forth in the offer purchased.

Termination takes effect at the end of the current Subscription period, without prejudice to amounts already invoiced or due, which remain fully earned by Welya.

No early termination gives rise to any refund, in whole or in part, except as otherwise required by mandatory law.

10.2 Suspension or Termination by Welya

Welya reserves the right, without notice or compensation, to suspend or terminate all or part of the access to the Service in the event of:

• a breach of these Terms;
• unlawful, fraudulent or abusive use of the Service;
• failure to meet financial obligations;
• harm to the security, integrity or reputation of the Service;
• an identified legal, regulatory or technical risk.

The suspension may be precautionary or permanent, depending on the seriousness of the breach identified.

10.3 Effects of Suspension

In the event of suspension:

• access to the Service may be interrupted in whole or in part;
• certain features may be disabled;
• Client Data may become temporarily inaccessible.

Suspension does not suspend the Client’s obligation to pay amounts due.

10.4 Effects of Termination or Account Closure

As of the effective date of termination or Account closure:

• the right to access and use the Service ceases immediately;
• any license granted to the Client terminates automatically;
• Welya may delete or anonymize Client Data in accordance with the Privacy Policy and applicable legal obligations.

The Client is solely responsible for exporting its Client Data beforehand, unless otherwise required by law.

10.5 Legal Retention

Notwithstanding the termination or closure of the Account, Welya may retain certain data for the period strictly necessary to:

• comply with its legal, accounting or tax obligations;
• handle any disputes;
• ensure the security and traceability of the Service.

10.6 No Liability

Suspension, termination or closure of the Account, when carried out in accordance with these Terms, shall not give rise to any liability on the part of Welya or to any compensation for the Client.

11. Governing law and jurisdiction

11.1 Governing Law

These Terms of Service shall be governed by and construed in accordance with the laws of the State of Delaware (United States), without regard to its conflict of laws rules.

11.2 Jurisdiction

Any dispute relating to the validity, interpretation, performance or termination of these Terms, and more generally to the use of the Service, shall be subject to the exclusive jurisdiction of the courts located in the State of Delaware, notwithstanding multiple defendants or third-party claims.

11.3 Mandatory Provisions

This jurisdiction and governing law clause is without prejudice to any mandatory consumer protection provisions applicable where the Client acts in a non-professional capacity, if any.

12. Updates to the Service and to the Terms

12.1 Evolution of the Service

Welya continuously develops the Service in order to improve its security, performance, regulatory compliance and features.

Accordingly, the Client acknowledges and agrees that the Service may, at any time, be subject to updates, patches, adaptations or technical changes.

Welya reserves the right, in particular:

• to fix malfunctions or anomalies;
• to deploy security updates;
• to add, modify, improve or remove certain features;
• to adapt the Service to legal, regulatory or technological developments.

Such updates may be deployed without prior notice, provided that they do not materially impair overall access to the Service as subscribed to by the Client.

12.2 Changes to the Terms

Welya reserves the right to modify these Terms at any time, in particular in order to:

• comply with any legal or regulatory change;
• reflect changes to the Service;
• strengthen the legal, technical or operational security of the platform.

In the event of a material change affecting the Client’s rights or obligations, Welya will notify the Client by any appropriate means, including electronically, and will specify the effective date of the updated version.

12.3 Acceptance of Updates

Continued use of the Service after the effective date of the updated Terms constitutes full and complete acceptance of the new terms.

If the Client does not accept the modified Terms, it must cease all use of the Service and terminate its Subscription in accordance with the applicable procedures.

12.4 No Liability

Updates to the Service or to the Terms made in accordance with this section shall not constitute a breach of contract or give rise to any liability on the part of Welya, provided that they are justified by technical, security or legal requirements or by the evolution of the Service.

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