TERMS & CONDITIONS

These terms and conditions for registered users (hereinafter: “Terms”) describe the terms on which Goodwall SA, Avenue de Sécheron 15, 1202 Genève, Switzerland (hereinafter: “Goodwall”, “we”, “us” or “our”) offers you, our registered users, (hereinafter: “User” or “Member”) an access to, and use of, our platform via our websites www.goodwall.org and www.goodwall.io (hereinafter: “Website”) and related online services including any software and mobile applications, notably, https://play.google.com/store/apps/details?id=org.goodwall.app and https://itunes.apple.com/us/app/goodwall-professional-network/id857868585?mt=8 (hereinafter: the “Services”) and any information, ads, text, graphics, photos or other materials uploaded, downloaded or appearing on the Services (collectively referred to as “Content”).

The mission of Goodwall is to lead young talent to become the best versions of themselves. We are building the professional development network for young talent. Members showcase their work experience, education, skills, experiences and achievements with a publicly available professional profile. Members who are high school students are connected with peers, university students and universities. Members who are in university and young professionals are connected with peers and employers. Members use Goodwall’s network to connect with, support and message each other.

Goodwall is guiding the next generation as it navigates the future of learning and earning. To support this mission, we provide you with the following Services:

• We provide the tools and environment for you to build a holistic profile that will help you secure professional opportunities.
• We provide you with content, products, opportunities and services from ourselves and from third parties.
• We connect you with peers, universities and employers globally.
• We strive for a safe and secure environment and actively combat harmful conduct with a dedicated community management and moderation team.
• In order to continuously improve services we invest in improving our technical infrastructure as well as speed and quality of services.

Our platform Services are limited to registered community Members. To become a registered Member of our community, you need to register and create a user account by providing Goodwall with:

• your name, e-mail address and a password as set forth on the Website/Apps
• or your name, phone number and a password
• or by connecting with your Facebook, Google, Apple (iOS) or Yoma (Africa) Login.

When registering, you provide Goodwall with personal data like your first name, family name, date of birth, country of residence and e-mail address. Personal data includes also additional information you provide us with, such as gender, age, hometown, education, location, school information, work information, interests, grades, preferred subjects, preferred location to study in, university matches and pictures. We explain how we handle your personal data in our Data Protection Notice. Please note that additional rules may apply to our Users who use Facebook, Google, Apple (iOS) or Yoma (Africa) Login.

Users are required to validate their account within 37 days from the date of registration.

• For the first 30 days following registration, users who have not validated their accounts will receive daily reminders indicating the remaining days available for validation. During this time, users will retain full access to the app.
• From the 31st day to the 37th day, users will encounter a non-dismissible validation prompt, restricting further use of the app until validation is completed.
• On the 38th day, any user who has not yet validated their account will have their data and content deleted from our systems.

We provide our Services to you and our other community Members. In exchange, we need you to make the following commitments to us and our community:

You only register for our Services if you meet the requirements for becoming (and staying) a Goodwall community Member.

These requirements include at least the following:

• You are at least sixteen (16) years old;
• You are a student or you recently graduated;
• You only provide us with accurate information that is not misleading;
• You use the name that you use in real life;
• You keep your information on our platform up-to-date;
• You do not share your password, give access to your account or transfer your account to anyone else;
• You do not already have another Goodwall community account;
• Your account was not previously disabled for violations of our terms and conditions or other policies;
• You are not prohibited from using our Services under applicable law

You respect our terms and conditions and other community policies. You are solely responsible for the Content you post or publish on our platform. All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated the Content. You are responsible for any Content you share, even if already available on our platform.

This commitment includes that you are solely responsible to comply with the terms and conditions of external service providers, for example, when posting Content in the form of an embedded video hosted and distributed by that external service provider. Goodwall does not host the videos but simply links back the videos and embeds them.

Your commitment to respect our terms and conditions and other community policies implies that you do not engage in the following conduct:

• Post or privately transmit any illegal or undesirable Content, such as, spam and discriminatory, hateful, racist, homophobic, inappropriate, defamatory, violent, vulgar or offensive messages, including threats and Content that is menacing in any way, that calls for hate or violence or that harms the rights and freedom of others;
• Post or privately transmit any Content of pornographic nature;
• Post or privately transmit commercial advertisements on our Website without our prior written authorisation;
• Upload viruses or malicious code or do anything that could disrupt the functioning of our platform;
• Access or collect data from our platform or Website using automated means or attempt to access data you have no permission to access.

In order to keep our community safe, we monitor the Content that is posted or shared and we encourage you to report breaches of these Terms and our other policies by sending an e-mail to dpo@goodwall.io.

When you post or share Content that violates our Terms or other policies, we can upon becoming aware hereof remove this content and, if applicable, we may take action against your account. We will take steps to notify you about our decision, whenever appropriate. We will not inform you when this might harm our community or the integrity of our platform and Services or when we are legally not allowed. We may disable your account if you repeatedly infringe other people’s rights, including intellectual property rights.

You give us the permission to:

• Use your profile information: You give us the permission to use your profile information, such as your name, grades and preferred subjects for the purpose of the provision of the Services. When you have a public profile or when your profile settings indicate that you want to receive messages from universities or employers, we will share your profile information with our trusted university and employer partners;
• Use the Content you create and share: By submitting, posting or displaying Content on or through our Services, you grant us a worldwide, non-exclusive, royalty-free and sub-licensable license to use, copy, reproduce, publish, transmit, translate, display and distribute such Content in any and all media or distribution methods. You authorise us to create derivative works of your Content. This is means that we can process, adapt and modify your Content. You can end this license by deleting your Content or account. However, note that we might keep your deleted Content for a limited period of time in backup copies. Also note that when you shared Content with others, your deleted Content will continue to appear as long as they have not deleted it;
• Update software that you use or download: By downloading or using our software, you give us permission to download and install upgrades, and additional features to improve, enhance and further develop it.

We retain all rights to content and more generally every element displayed on or available through our Website or Services that is covered by intellectual property rights, including our source code. You must obtain our prior written permission to modify or create derivate works of our content or before you attempt to extract source code from us. Goodwall, including the logo, is a registered trademark of Goodwall SA. All rights in respect of this trademark are expressly reserved to Goodwall. Unless otherwise indicated, all other trademarks appearing on Goodwall are the property of their respective owners. If you are aware of any intellectual property rights violation, please contact us at dpo@goodwall.io.

We might have to modify, change or amend our Terms. We can do this from time to time and at our own discretion. We will inform you on the Website about these changes two weeks before they go into effect. Once the Terms are in effect, you will be bound by these changes if you continue to use our Website and Services. If you do not agree with the changes, you can delete your account at any time. You can always consult the last version of our Terms on our Website.

If we are required by law or if you have violated our Terms or our other policies, we may suspend or permanently disable your account, terminate your access to the Website and Services, deactivate or delete your account and all related information and files, or bar your access to any of such files or Services. We can take such decision at our own discretion, without your prior consultation, without liability to you and at any time. Where appropriate you will be informed about our decision the next time you try to access your account.

You can terminate our Services to you by deleting your account. You can delete your account free of charge. By deleting your account, you waive any services or other benefits pertaining to our Website, without any kind of compensation.

If you delete or we permanently disable your account, sections 4.3, 5.1, and 5.3 to 5.7 of these Terms remain in place.

We do our utmost best to keep our Website and Services safe and secure. We use reasonable skills and care to create an error-free community that is available to you from different locations and by using different devices. However, we cannot guarantee that our Website and Services will function without any disruption, delay or imperfection. We offer our Website and our Services “as is” and “as available”. We assume no responsibility or liability for errors or omissions on the Website or for the operation of our Services, provided that we have acted with reasonable skill and care. Your access and use of our Website is at your own risk. Even though we continuously monitor the Content available on our Website, we cannot verify the correctness, accuracy or reliability of third-party Content, including student CVs. We, or our agents, cannot be held liable for any direct, indirect, incidental, punitive or special damages, arising out of your access to our Website and the use of or inability to use of our Services.

If you would have a concern or a complaint about our Website or Services, you always have the opportunity to contact us at dpo@goodwall.io. Legal disputes that would arise from these Terms, our Website or our Services, are in principle governed by Swiss law and will be subject to the exclusive jurisdiction to the ordinary courts of Geneva, Switzerland. No effect shall be given to any other choice-of-law or conflict-of-laws rules or provisions, unless the dispute is subject to deviating provisions applicable.

In case of international dispute, a user who is a consumer may refer to the EU Online Dispute Resolution Platform at: https://ec.europa.eu/consumers/odr/main/index.cfm?event=main.home.chooseLanguage.

These Terms make up the entire agreement and understanding between you and Goodwall SA regarding the use of our Website and our Services. These Terms supersede and replace all prior agreements or understandings, whether written or oral, with respect to the same subject matter.

Whenever possible, these Terms will be interpreted in such a way as to be valid, effective and enforceable under applicable law. However, if one or more provisions (or sections) are found to be invalid, illegal or unenforceable, in whole or in part, the remainder of that provision (or section) and of the Terms in general shall continue in full force and effect as if such invalid, illegal or unenforceable provision (or section) had never been contained herein.

You cannot assign or transfer any of your rights or obligations under these Terms, in whole or in part, to any third party without our prior written consent. Any assignment or transfer without our consent will be deemed null and void.

We reserve all rights not expressly granted to you.

We are committed to equal employment opportunity principles for all of our Members. Each of our employer partners are equally committed to equal employment opportunity and certify, as a condition of their partnership with us, to comply with all federal, state, and local anti-discrimination statutes and regulations. We do not make, and are not responsible for, any employment decisions concerning your candidacy for employment with any of our employer partners and do not act as their agent in any respect. You agree not to hold us, or seek to hold us, liable for any decisions related to your employment candidacy (or, subsequent employment) made by any employer.