Terms of Use Agreement

1. Date of Last Revision: May 5, 2009

Welcome to Cosidays.com (“cosidays” or “we”) internet web site located at www.cosidays.com (the "site"). By visiting the site and/or using the cosidays services available on the site, you are agreeing to be contractually bound by all of the terms and conditions set forth below, including those available by hyperlink (collectively, the "terms of use" or "agreement"), whether or not you are a registered member of cosidays. If you do not agree to all of the terms and conditions of this agreement, you should immediately cease all usage of this site. We reserve the right to make changes to the cosidays services offered on this site and revise the terms of use and all linked information from time to time in our sole discretion. Cosidays will post updated terms of use on the site and provide notice of this by sending e-mail notifications to registered members of the site. We will indicate at the top of this page the date these terms were last revised. We suggest that you consult the terms of use and the linked information regularly for updates. Revisions shall become effective immediately upon being posted at the site unless otherwise provided in such revision. Your continued use of the site after such changes have been posted means that you agree to the new terms, even if you have not reviewed the changes.

2. TERMS OF USE, ETHICS AND PRIVACY AT COSIDAYS

Cosidays is a service market place community gathering two communities of interest "Clients" and "Professionals". It enables them to get in contact in a simple and easy way, in the respect of everyone. The purpose of this privacy policy is to inform users and potential customers on how to use the services available on the site Cosidays.com and a commitment to protect the privacy of customers and users.

a. Conditions of use of the service.
Customers who wish to receive offers can complete a questionnaire available on the sites. They indicate their contact information:
Name, address, e-mail, Phone.

Depending on the type of product or service requested, the client will provide information about his request, some of which may be "private." This information is transmitted only to "professionals" who may provide an offer and make a proposal to the « client ».
Cosidays only transmit this information to professionals who have signed an agreement with Cosidays.
Through this agreement, the professionals commit to respect the confidentiality of data transmitted by Cosidays and use them only for the purpose of making a proposal matching to the specific request of the Client.

By accepting the terms of use and the Cosidays privacy policy, the user expressly consents to the collection of information, data storage and communication of such information as described in this document.

To inform the community of the « Client » Internet users and upon express permission of the « Client » by opt-in, Cosidays can retain the information collected on the forms of its sites and reserves the right to use for its own needs.
In particular, Cosidays may collect client’s assessment of Professionals and may establish scoring on various elements (matching the proposal to demand, product quality, value for money, deadline for response, quality of information provided by the Professional, etc ...). Summaries of these evaluations may be published on Cosidays or any other medium. Cosidays undertakes to treat all Professionals in a fairly manner.

b. Privacy
Cosidays, as part of its activities and as practiced on a large scale, can use the technique of cookies: they can be stored on the disk of your computer when you visit a site Cosidays and you will be recognized during future visits .
The cookies installed by Cosidays are completely anonymous, they do not contain any name,  address or e-mail, phone, names or other information identifying a user name.
On request we can provide details of information stored on cookies and their use by Cosidays. If you do not want cookies on your computer, you can delete them and refuse their registration directly from your computer.

c. IT and Freedom compliance
In conformity with the legislation, Cosidays has registered to the CNIL (Commission Nationale de l'Informatique et des Libertés) for the usage of files with private data.
Pursuant to section 34 of Act 78-17 of 6 January 1978 on computers, files and freedom (so-called "Informatique et Liberté") published in the Official journal on 7 January 1978, as amended by Law 2004-801 of 6 August 2004 on the protection of individuals with regard to the processing of personal data, and in particular Articles 24 and 69 Section 8, you have a right of access on all your private information. This right of access is processed electronic mail to the webmaster at postmaster@cosidays.com.
For more details on the law "Informatique et Liberté" you can view the bill on the website of the CNIL: www.cnil.fr

d. World Wide Web Consortium (W3C)
Cosidays is committed to respect the charter P3P (Platform for Privacy Preferences), standards proposed by the World Wide Web Consortium (W3C) and implemented by all modern browsers. For more information, please see pages P3P: www.w3.org/P3P

3. SCOPE OF SERVICES

Cosidays provides services (“Cosidays Services”) that facilitate transactions between (a) Members who are travelers, tourists, individuals (each, a “Traveler”) and are eligible to post information about their needs (as defined herein) that such Traveler needs and is interested in purchasing (each, a “Request”). or to inquire or purchase Professionals, and (b) Members who are companies (each, a “Professional”) who offer Professional Services to Travelers. Professional Services are defined as services offered by Hotel, B&B, Rental and Professional to Traveler on Cosidays Site, including but not limited to journey proposals submitted by Professional in response to a Traveler’s Request.
When a Professional submits an offer to a Traveler, in addition to specifying the types of Professional Services it will provide and the costs associated to it, an offer shall include the contract terms that Professional requires, such as, but not limited to, payment methods, payment terms, and cancellation policy.
The Site will facilitate (a) Traveler’s ability to define and source Professional Services by posting a Request in order to engage the Professional directly; (b) Traveler’s ability to learn about, inquire, commit to procure, or procure Professional Services; (c) Travel Companies’ ability to advertise their capabilities, bid on Requests, and provide Professional Services directly to Travelers; (d) delivery of (i) payment information for Traveler, and (ii) receipt information for Professional; and (e) other services that Cosidays may offer through the Site from time to time, currently including, but not limited to services further described in the Cosidays Policies . In providing the Cosidays Services, Cosidays will NOT source or deliver any services provided by the Professionals, including, but not limited to, Travel services, Hotels, Rental. Cosidays will only provide the venue for Travelers and Professionals to find and contract with each other for Professional Services according to the Cosidays Policies.

4. MEMBER ELIGIBILITY AND ACCOUNTS

The Cosidays Services (as defined below) are available only to legal entities and individuals in business who can form legally binding contracts. To become a member of the Site (“Member”) and use the Cosidays Services available from the Site, you must register for a Cosidays account ("Account"). You agree to provide true, accurate and complete information, and update such information to maintain its truth, accuracy and completeness. Misleading information about your location is not allowed on Cosidays. You must safeguard the email ID and password you use to access this Site. We may rely on any use of the Site with your Member ID and password as authorized by you.
If you are a Member that wishes to provide Hotel, B&B, Rental or Travel Services through the Site, you must complete the Professional registration process. As a Professional Member, you acknowledge and agree that your Account may be subject to verification by our editorial team.

5. LIMITATIONS ON SERVICE

Cosidays has the right to take any of the following actions in its sole discretion at any time and for any reason without giving you any prior notice:
(a) Restrict, suspend, or terminate your access to all or any part of the Site or Services;
(b) Change, suspend, or discontinue all or any part of the Site or Services;
(c) Refuse, move, or remove any material that you submit to the Site or Services for any reason;
(d) Refuse, move, or remove any content that is available on the Site or Services;
(e) Deactivate or delete your account(s) and all related information and files in your account;
(f) Establish general practices and limits concerning use of the Site or Services.
You agree that Cosidays will not be liable to you or any third party for taking any of these actions.

6. ELECTRONIC COMMUNICATIONS

By using the Services, you consent to receiving electronic communications from Cosidays. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Cosidays Services and Professional Services. These electronic communications are part of your relationship with Cosidays and you receive them as part of your subscription to the Cosidays Services. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.

7. USER OBLIGATIONS

You agree to: (a) abide by the Terms of Use and Cosidays Policies, and the processes and procedures described throughout the Site; (b) be financially responsible for your use of the Site and the Cosidays Services and the purchase or delivery of Professional Services; and (c) perform your obligations, your bid or proposal or your agreed business terms with the Traveler or Professional, as applicable, unless such transaction is prohibited by law or by the Terms of Use and Cosidays Policies. Upon acceptance of a bid proposal by sending a purchase confirmation or upon expressly indicating the decision to purchase Professional Services, whether such indication occurred within the Site or without, you agree to purchase the Professional Services if you are a Traveler, or provide the Professional Services if you are a Professional, in accordance with the terms agreed to by the parties, unless otherwise mutually agreed upon by the Traveler and Professional in writing.
As a Traveler, you agree that you will only complete your purchase via the Professional, and you will report the Professional to Cosidays if the Professional suggests that you purchase any Professional Services not related to your request on Cosidays.

8. OTHER AGREEMENTS

Your use of the Site is governed by this Agreement, as applicable, and the Cosidays Policies, Privacy Policy, Traveler Agreement and Professional Agreement , the terms of which foregoing agreements are hereby incorporated by reference. All of these agreements together constitute the entire agreement, as modified from time to time, between you and Cosidays with respect to your use of the Site and the Services provided on and through the Site, and your use of the Site and the Services provided on and through the Site is conditioned on your acceptance of all terms of these agreements.

9. CONTRACTS BETWEEN PROFESSIONALS AND TRAVELERS

By registering as a Member, you acknowledge and agree that you contract directly with other Members of the Site to buy or sell Professional Services. Upon acceptance of a bid or agreement to provide Professional Services, Professional agrees to provide the Professional Services according to the terms of the final bid, the final agreement, or other terms agreed to by Professional and Traveler.Cosidays is not a party to any contract for any purchase and sale of Professional Services on the Site. All rights and obligations for the purchase and sale of any Professional Services are solely between Professionals and Travelers. Each Member is solely responsible for the enforcement and performance of its rights and obligations for the purchase and sale of Professional Services.
Cosidays is not involved in the contracting between Professionals and Travelers, or in the Professionals’ delivery of services to Travelers. Cosidays has no control over and does not guarantee the quality, safety or legality of Professional Services advertised or provided on and/or through the Site, the truth or accuracy of listings and pictures, the qualifications, background, or abilities of Members, the ability of Professionals to deliver Services, the ability of Travelers to pay for Services, or that a Professional or Traveler will actually complete a transaction. Professional and Traveler must look solely to the other for enforcement and performance of all the rights and obligations pursuant to the transactions it entered into with the other on the Site, and any other terms, conditions, representations, or warranties associated with such dealings.
Cosidays will however do its best effort to monitor the Site and Members will have the possibility to report abuse online.

10. THIRD PARTY CONTENT

Cosidays makes available to Members on the Site various content and services provided by third parties.
Cosidays has no editorial or graphical control over such Third Party Content. Cosidays is not responsible for and does not monitor the Third Party Content for accuracy or reliability. Any opinions, advice, statements, Services, offers or other information or content express or made available by third parties, including information providers, Members and Verification Service Providers, are those of the respective author(s) or distributor(s) and not of Cosidays. Cosidays neither endorses nor is responsible for the accuracy or reliability of any Third Party Content. Cosidays does not confirm or verify whether a Professional claiming to be a professional or claiming to be qualified to provide professional advice is in fact licensed or otherwise qualified to provide the Services or advice being requested. Cosidays provides the Third Party Content as a convenience and does not confirm or verify such Third Party Content.

11. LINKS TO THIRD PARTY SITES

The Site may contain links to other third party Web sites or resources (“Third Party Sites”). You acknowledge and agree that Cosidays is not responsible or liable for: (i) the availability or accuracy of such Third Party Sites; or (ii) the content, advertising, or products on or available from such Third Party Sites. The inclusion of any link on the Site does not imply that we endorse the linked to Third Part Site. Your use the links is at your own risk.

12. SUBMISSIONS

You acknowledge that you are responsible for the information and material that you submit, comments, blogs, postings and photos (each a “Submission”) through posting areas, emails or other services available in connection with this Site, and that you, and not Cosidays, will have full responsibility for each such Submission, including its legality, reliability, form, content and accuracy. Unless otherwise explicitly stated herein or in the Cosidays Privacy Policy, you agree that any Submission provided by you in connection with this Site in public posting areas is provided on a non-proprietary and non-confidential basis. You agree that Cosidays shall be free to use or disseminate a Submission which is posted in public posting areas on an unrestricted basis for any purpose. If you submit information to the Site, you grant Cosidays a non-exclusive, worldwide, royalty-free license to (in any media now known or not currently known or invented) link to, utilize, use, copy, exploit, and prepare derivative works of the Submission. No information you submit shall be deemed confidential. However, Cosidays agrees to use your information in accordance with Cosidays’s Privacy Policy applicable to personally identifiable information. YOU RETAIN OWNERSHIP OF ANY COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS APPLICABLE TO ANY INFORMATION YOU SUBMIT TO COSIDAYS, SUCH AS YOUR SUBMISSIONS. You further agree that you will not upload, post or otherwise make available on the Site any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right, and the burden of determining that any material is not protected by any such right is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, or any other harm resulting from any Submission. You represent and warrant that: (i) you have the right to grant the license set forth in this section, and (ii) the posting of your Submissions on or through the Site does not violate the privacy rights, publicity rights, trademark rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Submissions posted by you to or through the Site.

13. WARRANTY DISCLAIMER

The services, materials and information provided on and through the site are provided “as is,” as available, and without any warranties or conditions (express or implied). We make no representations or warranties, of any kind, either express or implied, as to the quality, identity or reliability of any third party, or as to the accuracy of the postings made on the web site by any third party.

14. LIMITATION OF LIABILITY

In no event shall we be liable to you or any other member for any special, indirect, consequential or punitive damages pursuant to this agreement, including, but not limited to, loss of profits, loss of business opportunities or loss of goodwill, even if advised of the possibility of such damages.
Notwithstanding any other provision of this agreement, in no event will cosidays’s liability to you for any action or claim related to the services provided under this agreement, whether based on contract, tort, negligence or any other theory of liability, exceed in the greater of: (a) $100 or (b) the aggregate amount of service charges actually collected by us from you for the services to which the liability relates during the three (3) month period immediately preceding the determination of such liability. Some states and jurisdictions do not allow for the exclusion or limitation of incidental or consequential damages, so this limitation and exclusion may not apply to you.

15. RELEASE

If you have a dispute with another Member, you release Cosidays (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.

16. INDEMNITY

You agree to defend, hold harmless and indemnify Cosidays from and against any and all losses, costs, expenses, damages or other liabilities incurred by Cosidays from and against any cost, liability, loss, damage, cause of action, claim, suit, proceeding, demand or action brought by a third party against Cosidays: (a) in connection with your use of the Services, including, without limitation, any payment obligations incurred through use of the Services; or (b) resulting from: (i) your use of the Site (ii) your decision to supply credit information via the Site, including personal financial information; (iii) your decision to submit postings and accept offers from other Members; (iv) any breach of contract or other claims made by Members with which you conducted business through the Site; (v) your breach of any provision of this Agreement; (vi) any liability arising from the tax treatment of payments or any portion thereof; (vii) any negligent or intentional wrongdoing by any Member; (viii) any act or omission of yours with respect to the payment of fees to any Professional; (ix) your dispute of or failure to pay any invoice or any other payment; and/or (x) your obligations to a Professional. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.

17. INTELLECTUAL PROPERTY

License and Site Access. Subject to and conditioned on compliance with this Agreement, Cosidays grants you a limited license to access and, if you are a Member, to use the Site internally for the purpose of ordering and receiving the Services available and authorized from the Site. You must not sell, copy, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use any content of this Site in any way for any public or commercial purpose without prior written consent of Cosidays or the rights holder. You must not use any content of this Site on any other Web site or in a networked computer environment for any purpose except your own internal viewing. You will not attempt to reverse engineer or attempt to interfere with the operation of any part of this Site unless expressly permitted by law. The Site or any portion of the Site may not be reproduced, duplicated, copied, sold, resold or otherwise exploited for any commercial purpose that is not expressly permitted by Cosidays.
Reservation of Rights; Limited Licenses.
Cosidays retains all of its right, title and interest in and to all patent rights, inventions, copyrights, know-how and trade secrets relating to the Site. The Cosidays logo and name are trademarks of Cosidays, and may be registered in certain jurisdictions. All other product names, company names, marks, logos and symbols on the Site may be the trademarks of their respective owners.
Database and customer contacts
Cosidays gives the possibility to Professionals to directly get in touch with potential customers, also called “Leads”. Customer contact details are provided to the sole purpose of matching customer demand with professional offer, under the use of the Site. Professionals must not sell, copy, reproduce, distribute, display any Traveler contact details, and must not use Traveler contact details for any other purpose.

18. RESOLUTION OF DISPUTES BETWEEN MEMBER AND COSIDAYS

If a dispute arises between you and Cosidays, our goal is to resolve such dispute quickly and cost effectively. Accordingly, you and Cosidays agree that we will resolve any claim or controversy at law or equity that arises between us out of this Agreement or the Cosidays Services (a “Claim”) in accordance with this section entitled “Resolution of Disputes Between Member and Cosidays.” Before resorting to these alternatives, you agree to first contact us directly to seek a resolution by going to Customer Service .
Law and Forum for Disputes.
This Agreement shall be governed in all respects by the laws of France, without regard to conflict of law provisions. You agree that any claim or dispute you may have against Cosidays must be resolved by the court of Paris, France. You agree to submit to the personal jurisdiction of the courts of Paris, France for the purpose of litigating all such claims or disputes. Any cause of action you may have with respect to the Site must be commenced within 30 days after it arises, or the cause of action is waived.
Improperly Filed Claims. Should you file a claim contrary to this section entitled “Resolution of Disputes Between Member and Cosidays,” Cosidays will be entitled to recover attorneys’ fees and costs up to €2,000, provided that Cosidays has notified you in accordance with the Terms of Use of the improperly filed claim, and you have failed to promptly withdraw the claim.

19. MEMBERSHIP CANCELLATION INSTRUCTIONS

To cancel your membership, you may go in the My Cosidays section and proceed to online cancellation. Your cancellation request will be effective immediately. Once cancellation is made, your profile will not be viewable and you will no longer be able to use the Cosidays system. Professionals will not be entitled to redeem any remaining unused units that may appear on their account.

20. SUSPENSION OF YOUR ACCOUNT

We may suspend or cancel your Account if we believe that you have violated or acted inconsistently with the letter or spirit of the Terms of Use and Cosidays Policies, or violated our rights or those of another party. Without limiting Cosidays' other remedies, we will suspend or terminate your Member Account and refuse to provide any Services to you if: (a) you breach any terms and conditions of the Terms of Use, the Cosidays Policies and the other written policies and procedures posted on the Site; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, our users or for Cosidays. Once suspended or terminated, you may not continue to use the Cosidays Services under a different Account or re-register under a new Account. In addition, violations of the Terms of Use and the Cosidays Policies may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. If you engage in actions or activities which circumvent the Cosidays system or otherwise reduce commissions owed Cosidays under the Terms of Use, you agree to be liable to Cosidays for the commission due, and may be subject to additional sanctions including, but not limited to, suspension or termination of Cosidays membership. Professionals will not be entitled to redeem any remaining unused units that may appear on their account. Cosidays reserves the right to terminate any User for any reason, at its sole discretion and to refuse to provide registration and membership to you in the future. We will notify you if we cancel your membership, unless in our judgment giving notice would cause a risk of further violation or damages. However, we will notify you that your Account will be canceled if the law requires such notification. When your membership is canceled, you may no longer have access to data, messages, files and other material you keep on the Site.

21. DISCLOSURES

Smokon! SARL, a French company, registered in Versailles RC 512447723, is the owner of Cosidays, the provider of the electronic commercial service on this Site. Cosidays is a trade mark of Smokon. Members are notified, via this Site, in advance regarding any applicable service charges. Upon your request, you may have this Agreement sent to you by email. Please feel free to contact Cosidays to resolve a complaint regarding any aspect of service relating to this Site by writing to the above address, or contact us at Customer Service.

22. LANGUAGES

These Terms of Service are written in French and in English. In case of dispute, only the French version shall prevail.

23. GENERAL

This Terms of Use Agreement and all documents referenced herein shall become effective upon your acceptance or your use of the Site, and shall continue until terminated by Cosidays or you as provided for under the terms of this Agreement. The Terms of Use and any registration for or subsequent use of the Site will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and Cosidays, except and solely to the extent expressly stated. French law without regard to the choice or conflicts of law provisions, will govern these Terms. Any disputes relating to these Terms or the Site will be heard in the state and federal courts located in Paris, France. If any of these Terms is found to be inconsistent with applicable to the French law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. Cosidays’ failure to enforce any of these Terms is not a waiver of such term. You are responsible for compliance with applicable local laws, keeping in mind that access to the contents of this Site may not be legal for or by certain persons or in certain countries. You will not transfer, assign or delegate your rights or obligations (including your Account) under the Terms of Use to anyone without the express written permission of Cosidays, and any attempt to do so will be null and void. Smokon, for Cosidays, may assign this Agreement in its discretion. This Agreement, and all documents referenced herein, constitute the entire agreement between you and Cosidays with respect to the subject matter hereof and supersedes all prior agreements between the parties as well as any conflicting or inconsistent terms in any Web site that link to or are linked from this Site.