TERMS OF USE
Welcome to ATTRIBUTES SAS Platform Terms of Use.
The Terms of Use (together with the documents and policies referred to in it) specify the terms and conditions under which We allow You to access and use the Platform. Please read these Terms of Use carefully.
The Platform has been developed and has been edited by ATTRIBUTES Société par actions simplifiées à associé unique, a company incorporated under French law with share capital of €40000, having its registered office at 1 Place Samuel de Champlain 92400 COURBEVOIE, registered in the Trade and Companies Register (RCS) of Nanterre under number 884 723 362 (“ATTRIBUTES” and/or the “Service Provider”).
By using the Platform, You agree to be bound by the Terms of Use. If You do not agree with the Terms of Use, You must refrain from using the Platform.
The terms “We” or “Our” or “Us” refer to Attributes/Service Provider.
The terms “You” or “Your” refer to the Customer and/or its Authorised User using the Platform.
In the Terms of Use, Attributes and the Customer and/or its Authorised User, together, are referred as to the “Parties” or individually as a “Party”.
1. Defined Terms
In the Terms of Use, unless the context requires otherwise, the terms listed below shall have the following meaning where the first letter is capitalised, whether used in singular or plural:
“Account” refers to the Administrator Account(s) or the User Account(s), as applicable to access and use the Platform;
“Administrator” refers to the Customer’s employee(s) authorised by the Customer to access and use the Administrator Account(s);
“Administrator Account” refers to the account created by Attributes for the Administrator(s) managing the User Account(s) on the Platform in cooperation with Attributes (including requests for the creation or deletion of User Accounts, access management, etc.);
"Affiliate" means any legal entity which is directly or indirectly controlled by ATTRIBUTES;
“Authorised User/User” refers to any natural person designated by the Customer who has the Customer’s permission to access the Platform and to use it strictly for professional purposes in the name and on behalf of the Customer, using an Administrator Account or User Account, as applicable, in compliance with the terms and conditions laid down in the Contract and/or in the Terms of Use;
"Availability" refers to the fact that the Platform is accessible and/or usable by the Users at the desired moment and with the performances defined in the Contract or the Terms of Use;
"Blockchain" means distributed ledger technology utilising cryptographic methods to enable the secure validation, recording and sharing of data in a distributed database;
"Confidential Information" it refers in particular to the financial data, statistics and other commercial data regarding the activity of each Party and any other information of a clearly confidential nature, including all of the methods, models, training materials and software of the Customer and the Service Provider as well as the methods, designs, expertise, structures, techniques, inventions, developments, processes, discoveries, improvements and data and proprietary software, including Customer Data. This list is not exhaustive;
“Customer” refers to the legal entity that has executed a Contract with ATTRIBUTES and therefore using the Platform or receiving the Service;
"Customer Data" refers to all the information provided by the Customer and/or the Authorized Users, entered and/or uploaded into the Platform by any Authorised User or by the Service Provider on the Customer's behalf; including any personal data provided by the Customer and/or the Authorized Users and any data generated by the Platform on behalf of the Customer;
“Contract” refers when applicable to the document entered by and between the Customer and ATTRIBUTES that provides for the terms and conditions under which the Customer and its Authorized Users may access and use the Platform and that is applicable in addition to the Terms of Use and Documentation;
"Documentation" refers to all of the user documentation, covering all the procedures for using the Platform;
"Login Data / Login Details" refers to the login and the password for each Authorized User allowing for access to the Services;
"Maintenance" refers to the maintenance services as described in the Contract;
"Energy Web Chain" means the public Blockchain platform operated by the Energy Web Foundation or such other or replacement Blockchain platform that may be used by Us from time to time;
"Platform" means ATTRIBUTES' web application solution, also called "Tool"
"Server" refers to the hardware infrastructure and software operated by Us, connected to the internet network and hosting the Platform;
"Terms of Use" refers to the terms of use of the Platform as set out in this document and which may be amended and supplemented from time to time by Us;
“Third-Party Websites” has the meaning given in the Terms of Use;
“User Account” refers to a personal account created by ATTRIBUTES, at the request of the Administrator for each of the Authorised User, to access and use the Platform.
2. Conditions Precedent
You shall have the right to access and use the Platform provided the following conditions precedent are satisfied:
a. You have signed a Contract with ATTRIBUTES;
b. You have provided to ATTRIBUTES a list of Authorised Users to act on Your behalf; and,
c. You have agreed to the Terms of Use.
3. Functionalities of the Platform
The Platform allows the Customer, via its Authorised User, to access and use one or more of the following functionalities depending on the rights of access granted via their User Accounts:
a. Manual or automatic data input data (as detailed in Appendix 1, Description of the Platform);
b. Issuing, transfer and cancellation of Digital Certificates (as detailed in Appendix 1, Description of the Platform);
c. Delivery of Digital Certificates (as detailed in Appendix 1, Description of the Platform); and/or,
d. Data Collection (as detailed in Appendix 1, Description of the Platform).
4. Term
The Terms of Use apply:
a. To the Customer upon use of the Platform by its first Authorised User; and,
b. To the Authorised User upon acceptance when they first log in to the Platform.
They remain applicable to You whenever You use the Platform, unless expressly mentioned otherwise in the Terms of Use and the Contract.
5. Access to the Platform
5.1. Your access to and use of the Platform is governed by and subject to the Terms of Use and the applicable Contract that You may have executed with ATTRIBUTES or one of its Affiliates.
5.2. To access the Platform, You will first need to set up an Account in accordance with the procedure communicated to You by Us.
5.3. You are responsible for any activities that occur under Your Account.
5.4. You are responsible for maintaining the confidentiality of your Login Details (including any passwords) and any activities that occur under Your Account, and You must not disclose Your Login Details to any third party. You must choose a unique password that is compliant with applicable security standards in the industry.
5.5. You are responsible for and You must prevent any unauthorised access to, or misuse of, the Platform, of Your Account and/or Your Login Details. In the event of any such unauthorised access or misuse of Your Account, You must notify ATTRIBUTES immediately and no later than one (1) business day following the date upon which You became aware, or You should have reasonably become aware of the unauthorised access.
5.6. The Customer and the Administrators are responsible for ensuring that each Authorised User accessing the Platform on their behalf is aware of all applicable terms, including the Terms of Use and the Contract.
5.7. The Customer and the Administrator are responsible for any act or omission by them and/or their Authorised User. In case You breach the Terms of Use and/or other applicable terms, You will indemnify Us in respect of any and all costs, losses, liabilities and any other expenses whatsoever incurred by Us as a result of such breach.
5.8. ATTRIBUTES may disable any username, password or Account at any time and at ATTRIBUTES' sole discretion, if You have failed to comply with the Terms of Use, the Contract and/or other applicable terms.
5.9. You must comply with all applicable laws and regulations (including relating to financial regulation) with respect to Your use of the Platform.
6. Right to access and use the Platform
6.1. Subject to Your compliance with the Terms of Use and the Contract, We grant You a non-exclusive, non-assignable and non-transferable (including by means of a sublicence) right to access and use the Platform and the associated Documentation for the duration of the Contract. You may only access and use the Platform in accordance with its intended purpose and solely for the internal professional needs of the Customer.
6.2. You may access and display the information made available on the Platform on a computer screen, print individual pages or save these pages in electronic format on a storage space, strictly for professional purposes. The information published on the Platform may not be duplicated, copied, sold, resold, broadcast, retransmitted or redistributed, in whole or in part, in any format (including by storage in cache memory and by rastering) to third parties without the express written consent of ATTRIBUTES. Dissemination (broadcast) and redistribution includes, but is not limited to, the disclosure of this information via the Internet or any other electronic means of communication.
7. Restrictions on use of the Platform
7.1. You must not:
a. access, store, distribute, or transmit any virus, data or any material during your use of the Platform that is unlawful, illegal, harmful, threatening, defamatory, obscene, abusive, or infringing any rights, or in any way not in compliance with applicable laws;
b. use any automated system, including any "robots", "spiders", and "offline readers" to access the Platform in a manner that sends more request messages to the Platform than a human or an Application Programming Interface (API) can reasonably produce in the same period by using a conventional online web browser; and/or extract any data, information or material from the Platform (including by "screen scraping");
c. attempt to interfere with or compromise the integrity or security of the Platform;
d. use the Platform in a manner that interferes with its use by another customer or user; or, use the Platform in violation of the rights of any third party;
e. use the Platform in a manner that may infringe ATTRIBUTES’ legitimate interests (including its intellectual property rights) and other rights relating to or connected with the Platform or damage ATTRIBUTES’ and/or its Affiliates' reputation.
ATTRIBUTES reserves the right (at its sole discretion) without liability to You, to disable the Platform to the extent necessary or to disable access to any data or material as a result of a breach of any provision of this clause.
7.2. Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties, and to the extent expressly permitted under the Terms of Use, You shall not, and shall not permit any Authorised User or any third party to:
a. attempt to copy, modify, duplicate, create derivative work from, frame, mirror, re-publish, download, display, transmit, and/or distribute all or any portion of the Platform in any form or media or by any means whatsoever;
b. attempt to reverse compile, disassemble, reverse engineer, and/or otherwise reduce to human-perceivable or technically-perceivable form all or any part of the Platform;
c. access all or any part of the Platform in order to build a product or service which competes with the Platform or any service provided by ATTRIBUTES or its Affiliates;
d. use the Platform to provide to third parties services similar/in connection to those provided on the Platform or associated with the Platform (including: consulting, training, assistance, support, maintenance, outsourcing, service desk, configuration, customization, or development services);
e. use the Platform for purposes other than those explicitly set out in these Terms of Use or in any way prohibited by a law or regulation;
f. use the Platform to infringe the rights of others; and/or
g. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform (and/or part of its content) available to any third party except as permitted by these Terms of Use or, the Contract.
7.3. You shall not access without authority, interfere with, correct or have corrected the errors, failures, defects, and any other Anomaly on the Platform, damage or disrupt:
a. the Platform or any part of the Platform;
b. any equipment or network or hardware on which the Platform is stored;
c. any software used in the provision of the Platform; and/or,
d. any equipment or network or software owned or used by any third party.
8. Intellectual Proprietary Rights
8.1 You acknowledge and accept that ATTRIBUTES is and remains the owner of all rights (including all intellectual property rights) associated with the Platform, as well as all components and features thereof (including the general structure, all text, graphics, images, logos, names, brands, signs, designations, sounds, photographs, videos, sounds, designs, information, content, data, databases, algorithms, software, source code) associated Documentation, any know-how in connection with the provision of the Services, as well as any deliverables provided and/or generated and customizations made as part of the Services, if an, and the data made available to You under the Contract and/or the Terms of Use (the “ATTRIBUTES Properties”).
8.2 Except for the limited rights expressly granted to You in Articles 6.1 and 6.2 of these Terms of Use, You do not own or benefit from any intellectual property rights and/or any other rights or licenses on or related to the Platform and/or the ATTRIBUTES Properties. Any full or partial representation, modification, reproduction, distortion, extraction of all or part of the ATTRIBUTES Properties by any procedure whatsoever and in any medium whatsoever, constitutes an infringement.
8.3 The trademarks and logos (semi-figurative trademarks) shown on the Platform are registered trademarks. Any full or partial reproduction or representation, alone or associated with other elements, without prior express written authorization, is strictly forbidden. You may not modify, obscure, or delete any brand, logo, copyright, trade mark or any other proprietary / intellectual property right contained on the Platform or any other distinctive sign of ATTRIBUTES contained in the Platform.
8.4 ATTRIBUTES acknowledges that, as between the Parties, all Intellectual Property Rights in the Customer Data are owned by Customer. You are solely liable for the Customer Data that You communicate, download and generate in the course of using the Platform. In this respect, You warrant that You hold all rights and authorizations necessary for the use of such Customer Data.
8.5 You grant A a non-exclusive, non-assignable and non-transferable right, worldwide and for the maximum duration of the protection of the related intellectual property rights to use, reproduce, represent and exploit the Customer Data on its own behalf and for the sole purpose of testing, developing, improving and enhancing its products and services, as well as for the purpose of compiling and exploiting statistic. For the sake of clarity, this license is granted by the Authorized User provided that the Customer Data are previously anonymized by ATTRIBUTES.
9. Third Party Websites or Services
The Platform may contain links to, or call the servers of, third party websites or services that are not under the control of ATTRIBUTES ("Third Party Websites"). As such, ATTRIBUTES is not responsible for, and makes no express or implied warranties with regards to, the information, content or other material, products, or services that are contained on or are accessible through, or the policies regarding the use and privacy of Third Party Websites. ATTRIBUTES does not provide any support or other services for Third Party Websites and shall not be liable for any malfunction of the Platform in connection with Third Party Websites. Access to and use of Third-Party Websites, including the information, content, material, products, and services on such websites or available through such websites, is solely at Your own risk. You are responsible for ensuring that You have the necessary rights and permissions from such third party providers to use the Third Party Websites in connection with the Platform.
10. The Energy Web Chain
You acknowledge and agree that:
a. the Service Provider is not the operator of, nor does it control the Energy Web Chain and, therefore, provides no guarantee of the availability of the Energy Web Chain, access to the data recorded on the Energy Web Chain or otherwise in respect of the Energy Web Chain;
b. We shall have no responsibility or liability for a failure or malfunction of the Energy Web Chain, including any participating nodes comprised therein or any other third-party technology or service providers used in, or relied upon for, the operation of the Energy Web Chain;
c. in particular, and notwithstanding anything to the contrary herein (including any schedule/annex hereto or provisions of the Contract), We shall have no liability in respect of any delay, error or any failure or interruption in the availability of the Energy Web Chain.
d. We undertake not to take any action which would materially and adversely affect the operation or availability of the Energy Web Chain; and
e. in the event of failure or interruption of the Energy Web Chain for a consecutive period of thirty (30) Business Days or longer, We shall use our reasonable efforts (i) to select another Blockchain service provider as a substitute and (ii) to establish and to implement the appropriate development to connect to such alternative Blockchain service provider (“Alternative Blockchain Connection”) to allow Us to continue to provide the Platform to You in accordance with these Terms of Use and the Contract.
11. Exclusion of Warranties
11.1. Unless provided otherwise, the Platform is provided to You on an "As Is" basis and ATTRIBUTES gives no representations, warranties or conditions of any kind in respect of the Platform, whether express or implied, including warranties of satisfactory quality, merchantability, fitness for a particular purpose, non-infringement, and/or uptime availability.
11.2. Nothing on this Platform should be construed as a recommendation on the part of ATTRIBUTES to purchase, sell or subscribe to financial services or any product, nor does it provide any investment advice in any jurisdiction. ATTRIBUTES expressly excludes any warranties concerning the suitability of the service or data made available on the Platform for a particular purpose.
11.3. Due to the nature of the Internet, ATTRIBUTES does not warrant or make any other commitment that the Platform, or any part of it, will be uninterrupted or error-free, or that all defects or errors may or will be rectified by corrective or preventive measures. The Platform Availability may be interrupted as a result of Maintenance, repairs, computer problems, Internet service disruption or other unforeseen circumstances.
11.4 ATTRIBUTES does not warrant or make any other commitment that the functions of any Services, of the Platform and any element therein will meet Your needs or enable You to achieve any intended results. In any event, You shall be solely responsible for ensuring that the results produced by the Platform comply with the compliance and security requirements of Your products or services. You shall be solely responsible for the use made of the results obtained by the Platform. ATTRIBUTES disclaims all liability for any use or application of the Platform or the results or decisions made or obtained by users of the Platform.
ATTRIBUTES makes no warranty either express or implied, regarding the security of the Platform, including the ability of unauthorized persons to intercept or access information transmitted by You through the Platform.
ATTRIBUTES exercises no control over and assumes no responsibility or liability for any Customer Data provided to ATTRIBUTES or uploaded and/or used via the Platform or regarding the use of third-party Websites by the Authorized User.
12. Limitation of Liability
12.1. Nothing in the Terms of Use exclude either Party's liability for:
a. death or personal injury caused by that Party's negligence;
b. fraud or fraudulent misrepresentation; or,
c. any other liability that cannot be limited by law.
12.2. ATTRIBUTES and its parent company, branches, Affiliates, directors, employees, agents or advisers, and third party providers are not liable to You for any harm, claim, expense, loss or damage of any kind (including loss of data), arising from or in connection with any use or failure to use the Platform and/or any use of the content or information contained therein, including any direct, indirect, consequential, incidental, or special damages, expenses or losses, loss of any profit, goodwill or reputation, losses of business, losses resulting from an interruption of the Platform, or an increase in the costs of accessing and processing the information arising out of, or in connection with Your use or inability to use the Platform, the access of, use of, performance of, browsing in or linking to other sites from the Platform or in connection with any error, omission, defect, computer virus or system failure, and including those resulting from transactions carried out on the basis of information displayed on the Platform, regardless of whether We have been apprised of the likelihood of such damages occurring.
12.3. ATTRIBUTES is not liable to the You for any direct or indirect damage resulting from the transmission by a third party, of a virus infecting your computer system, after you connect to, use or navigate around the Platform.
12.4. The above liability provisions are applicable to You and do not interfere nor affect the liability provisions set out in the Contract; and nothing in this clause is intended to, or shall, affect the liability of ATTRIBUTES to the Customer under the Contract.
13. Modification and suspension of the Platform
13.1. ATTRIBUTES may, at its sole discretion, update and modify any feature, component, content or element of the Platform.
13.2. ATTRIBUTES reserves the right to suspend all or part of the Platform for commercial and/or operational reasons. Where applicable, We will make every effort to give You notice within a reasonable time frame.
14. Suspension and termination of access
14.1. Without prejudice to any further remedy or compensation it may pursue, ATTRIBUTES reserves the right, without notice and at any time, to refuse to make available or to limit, suspend or terminate access and use of all or part of the Platform and to take technical and legal measures to prevent the Customer, and their respective Authorised Users from accessing the Platform in the event of a breach of the Terms of Use, the Contract or any applicable law or regulation, or where required by any applicable law or regulation and/or by a judicial, administrative or government authority.
14.2. Your access to the Platform will be withdrawn upon the expiry or termination of the Contract(s), or under the circumstances provided for in the Terms of Use. From the date of expiry or termination of the Contract, as applicable, ATTRIBUTES will deactivate the Login Data of the Customer, as applicable, and its Authorised Users, and all the Accounts associated therewith.
15. Data Protection
By using the Platform, ATTRIBUTES will process some of Your personal data in its capacity of data controller, in the manner and for the purposes described in the Privacy Policy of the ATTRIBUTES and its related companies available at Privacy Policy | Attributes.
By agreeing to the Terms of Use, You confirm having read the Privacy Policy of the ATTRIBUTES and its related companies to obtain information about how we process Your personal data and how to exercise Your rights.
16. Cookies Policy
ATTRIBUTES uses cookies on the Platform. For further information about how ATTRIBUTES uses cookies on the Platform, please read the applicable Cookies Policy accessible at Cookies Policy | Attributes.
17. Confidentiality
17.1. ATTRIBUTES and You (each, a "Relevant Party") may be given access to Confidential Information from the other Relevant Party in order to perform its obligations under the Terms of Use and during the use of the Platform. A Relevant Party's Confidential Information do not include information that:
a. is or becomes publicly known other than through any act or omission of the receiving Relevant Party;
b. was in the other Relevant Party's lawful possession before the disclosure;
c. is lawfully disclosed to the receiving Relevant Party by a third party without restriction on disclosure;
d. is independently developed by the receiving Relevant Party, which independent development can be shown by written evidence; or
e. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
17.2. Each Relevant Party’s holds the other's Confidential Information confidential and, unless required by law, not make the other Party's Confidential Information available for use for any purpose other than those permitted under the Terms of Use and the Contract and required to use the Platform. Each Party can disclose Confidential Information to its respective legal counsel or advisers under non-disclosure agreement. ATTRIBUTES may be required to transmit certain information (including Confidential Information) to its Affiliates insofar as this information is necessary for the provision of the Platform and/or the supply of the Services.
17.3. Each Relevant Party takes all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these Terms of Use.
17.4. Each Relevant Party takes a back-up of its own Confidential Information and is not responsible to the other for any loss, destruction, alteration or disclosure of Confidential Information.
17.5. This obligation of confidentiality binds each Relevant Party from the date of acceptance of the Terms of Use and up to two (2) years after the use of the Platform ceases.
18. Waiver
No forbearance or delay by either Party in enforcing its rights shall prejudice or restrict the rights of that Party, and no waiver of any such rights or of any breach of any contractual terms under the Terms of Use and/or the Contract shall be deemed to be a waiver of any other right or of any other breach.
19. Severability
If any provision of the Terms of Use is held or made invalid by a court decision, statute or rule, or is otherwise rendered invalid, the remainder of the Terms of Use will not be affected thereby and will continue to be in force.
20. Amendments
ATTRIBUTES may amend in its sole discretion the Terms of Use at any time. You will be informed when You next log in to the Platform, and You will be asked to read the amended Terms of Use via a dedicated module and to accept or refuse the new version of the Terms of Use by clicking on “Accept” or “Refuse”, as applicable. By clicking “Accept”, You accept all the changes made. If You do not accept the revised Terms of Use, You will no longer be able to access or use the Platform.
21. Entire Agreement
The Terms of Use (and the documents and policies referred to in) and any relevant clauses of the Contract, contain the whole agreement between the Parties relating to the subject matter hereof and supersedes all prior agreements, arrangements, and understandings between the Parties relating to that subject matter.
22. Conflict
In the event of a conflict between provisions of the Terms of Use and those of the applicable Contract(s), the provisions of the applicable Contract(s) shall prevail to the extent of the conflict.
23. Contact
For any question relating to the use of the Platform or the Terms of Use, You can contact Your usual ATTRIBUTES contact person or send an email to contact@attributes.digital
24. Governing Law and Dispute Resolution
24.1. The Terms of Use are governed by French law.
24.2. By mutual agreement, the Parties shall attempt to amicably resolve any dispute, including by mediation. However, this attempt shall not be a mandatory precondition to initiating proceedings before the court with jurisdiction as defined below.
24.3. If a dispute arises regarding the interpretation or performance of any of the provisions of the Terms of Use and they are unable to reach an amicable settlement of dispute, ATTRIBUTES and the User agree to submit said dispute to the exclusive jurisdiction of the Paris Court of Appeal.
APPENDIX 1 : DESCRIPTION OF THE PLATFORM
ATTRIBUTES platform is available at https://attributes.digital (“ATTRIBUTES”).
ATTRIBUTES solution has been designed for the commodity market to turn commodity production into data rich fungible digital certificates.
The Platform allows the issuance, transfer and retirement of Digital Certificates. It uses Blockchain technology to track the volumes of commodity delivered and its attributes with greater transparency, integrity, and detail.
1. Operations description
Authorized Users will have access to the following:
a. Based on data uploaded manually by you or automatically uploaded from You, You can issue on a period of Your choice (e.g. monthly, yearly) Digital Certificates;
b. Balance of position of Digital Certificates per commodity and per period;
c. Ability to transfer Digital Certificates to other Customer organizations;
d. Ability to retire Digital Certificates for the benefit of other Customer organizations and download to the proof of retirement materialized by a pdf document;
e. Ability to setup new customer organizations and users attached to these organizations;
f. Ability to access to all the history of operations performed in the past.
2. Definition of ‘Digital Certificates’
Digital Certificates means a secured digital representation of a certain quantity of a commodity in line with effective production at an identified origin, provided via the Blockchain technology. The Blockchain allows access control to each Digital Certificate in order to certify that each Digital Certificate is unique, secured and recorded in order to have auditable trails. Digital Certificates are processed through a Third Party blockchain (the Energy Web Foundation, The Energy Web Chain): https://www.energyweb.org/reports/the-energy-web-chain/. In order to provide the Digital Certificates, ATTRIBUTES will maintain and operate Smart Contracts on the Third Party Blockchain.
“Smart Contracts” are self-executing contracts directly written into lines of code across the Blockchain. They allow trusted transactions and agreements to be carried out among disparate, anonymous parties without the need for a central authority, legal system, or external enforcement mechanism. They make transactions traceable, transparent and irreversible.