HERAW General Terms and Conditions of Sale
Applicable as of January 1, 2024
These General Terms and Conditions of Sale (hereinafter referred to as "the GTC") constitute a contract (hereinafter referred to as "the Contract") governing the relationship between HENOVATION and the User regarding access to the SAAS section of the website www.HERAW.com ("HERAW") and the User’s subscription to a Subscription. HENOVATION and the User may individually be referred to as a "Party" and together as the "Parties."
The GTC apply to the subscription and use of the Services offered by HERAW, as defined in this Contract. Any user of the Services may not access the Services without first reading these GTC and agrees to comply with them without reservation. Access to the services is conditional upon compliance with these GTC.
The Parties acknowledge that the User's subscription to a Subscription constitutes acceptance of these GTC, which are considered incorporated by reference into any invoice issued by HENOVATION and accepted by the User concerning HERAW.
Any individual who accepts the provisions of these GTC on behalf of and for a company or other legal entity declares that they are authorized to bind this entity and its affiliates under these provisions.
The GTC are the property of HENOVATION. Consequently, any dissemination, exploitation, representation, reproduction, or use, in whole or in part, on any medium, of the GTC for purposes other than strictly personal and non-professional use, is subject to the prior authorization of HENOVATION. Without such authorization, the violator is exposed to criminal and civil sanctions as provided by law.
ARTICLE 1. DEFINITIONS
The terms starting with a capital letter in the Contract, whether used in the singular or plural, shall have the meanings given to them below.
Subscription refers to the plan selected by the User during their registration on the Platform or at any other time, as well as any paid options added to the selected plan, if applicable. Use of the Services requires the User to have a Subscription, whether this Subscription is free or paid.
Access Codes refers to the username ("login") entered by the User on the Platform during the Subscription process and the associated password for connecting to the Account generated automatically by HERAW, with the understanding that the User can later change their password if desired. Access Codes are strictly personal and confidential and should not be shared or disclosed to third parties.
Account refers to the account, accessible via www.HERAW.com, made available to the User by HENOVATION for accessing the Platform, managing their Subscription, and using the Services after the User has registered on the Platform and subscribed to a Subscription. Using the Account requires Access Codes and a Subscription as defined in these GTC.
Content refers to any content (including data, images, or sequences of animated images, with or without sound) transmitted, uploaded, shared, viewed, commented on, deleted, or modified by the User, and any content viewed, commented on, annotated, or downloaded by a Guest on the Platform.
Third-Party Request refers to a request from a third party seeking access to records relating to the User's use of the Services. This could be a search warrant, court order, subpoena, other valid legal order, or written consent from the User allowing disclosure.
Client Data refers to all data and information provided, generated, transmitted, or displayed via the Services by a User.
Folder refers to the space accessible by a User and one or more Guests via a unique URL generated by HERAW.
Plan refers to a set of free or paid Services, depending on the Plan chosen by the User, to which paid options can be added by the User.
HENOVATION refers to the simplified joint-stock company HE NOVATION, with a share capital of €2,001,000.00, whose registered office is located at 55, Rue de la Boétie, 75008 Paris, registered in the Paris Trade and Companies Register under number 841 448 822, represented by CR ENTERTAINMENT as Chairman, represented by Mr. Christophe RIPPERT, as Manager and Director of Publications for the website www.HERAW.com.
Guest refers to a User invited by another User to collaborate on a Folder, within the limits of the collaboration options offered by the Software, the rights granted by the User who owns the Folder, and the Quota corresponding to their Plan.
Software refers to the HERAW software developed and provided by HENOVATION to the User in SaaS mode, particularly the Services associated with HERAW.
Validity Period refers to the period starting from the effective date of the Contract and continuing until the first of the following two dates: (i) the end of the last Validity Period of the Services, or (ii) the termination of the Contract under the conditions defined herein.
Platform refers to the web platform implemented by HENOVATION, accessible at www.HERAW.com, offering the Software Services of HERAW in SaaS mode.
Quota refers to the various usage limits of the Services applicable according to the User's Subscription, including the maximum storage for Content and the maximum number of Guests who can collaborate on a given Account.
SaaS (Software as a Service) refers to the commercial model for operating software where (i) the software is installed on remote servers and (ii) the hosting, management, and maintenance of the software and the services it offers are provided by the service provider, in this case, HENOVATION; the said Services being accessible and usable by the User in exchange for a Subscription, as contractually provided by the Parties.
Servers refers to the servers where the IT and telecommunications infrastructures of HENOVATION, as well as the Data and Content, are hosted collectively.
Services refers to all the technical elements made available to the User via the Platform under the conditions and limits defined by their Subscription and the GTC.
Storage refers to the space dedicated to a Client on HENOVATION's servers for storing the Content of the said Client according to the terms of their Subscription.
User refers to the individual or legal entity who, after subscribing to a Subscription and creating an Account on www.HERAW.com, is authorized to use the Platform's Services in accordance with the provisions of these GTC and the terms of their Subscription.
HERAW refers to the application service (or Software) accessible via the URL www.HERAW.com, offered in SaaS mode by HENOVATION, enabling the use of the Services by a User.
ARTICLE 2. PURPOSE
HENOVATION has developed an innovative Software called HERAW that allows for the online sharing, exchange, and annotation of audiovisual and visual creations. The purpose of this Contract is to define the terms and conditions applicable to the Services ordered by the User.
ARTICLE 3. EFFECT, DURATION, AND RENEWALS
The Contract will take effect upon the User's subscription to a Subscription.
The activation of rights to the Services associated with an Account will take effect upon receipt of payment for the Subscription.
The duration of the Contract is that specified in the Subscription and will automatically renew for the same period unless terminated.
ARTICLE 4. SERVICES
4.1 DESCRIPTION OF SERVICES
HENOVATION provides the User with the Services accessible on its server through the Internet via the URL www.HERAW.com.
Under the conditions of the Article "Granting the Right to Use the Platform" and according to the User's chosen Subscription, HENOVATION grants the User a non-exclusive right to use the developed Services designated below:
The creation of secure Folders where collaborative rights can be granted to one or more Guests;
The collaborative and centralized management of Folders, allowing for group work;
Sharing and annotating media content such as PDFs, images, and videos;
Validating annotations made to Content by the User or any authorized Guest;
Commenting on videos globally or with detailed time-coded annotations;
Commenting on images either globally or on a predefined area;
Storing Content and Folders on the Account;
Sharing Folders with one or more Guests;
Allowing Users and Guests to download a source file.
4.2 ACCESS TO SERVICES
The User alone will manage their access rights to the Platform.
Connection to HERAW can be made at any time, 24 hours a day, 7 days a week, except during maintenance periods, using any computer, tablet, or mobile phone. The equipment (computer, software, telecommunications means, etc.) allowing access to the Services is the sole responsibility of the User, as well as any communication costs incurred.
The User guarantees that the data they provide is accurate and truthful. They agree to inform HENOVATION without delay of any changes to the data provided during registration, and, where applicable, to make the necessary changes themselves in their personal space.
Access Codes are intended to restrict access to the Platform and use of the Services provided under the Contract to the User, protect the integrity and availability of the Services, and safeguard the User's Data and Content's integrity, availability, and confidentiality.
Access Codes are personal and confidential. They may only be changed at the User's request. The User agrees to take all necessary steps to keep their Access Codes secret and not disclose them in any form.
The User is fully responsible for safeguarding and using their Access Codes. They must ensure that no unauthorized person has access to the Platform and the Services. In the event of lost or stolen Access Codes, the User will use the URL www.HERAW.com/password-reset or send an email to contact@HERAW.com if connection issues persist.
4.3 MODIFICATIONS
Modification of the Services. HENOVATION reserves the right to modify, suspend, or discontinue any aspect of the Services at any time without notice. HENOVATION agrees to inform the User of any significant changes to the Services, provided the User has agreed to receive such notifications from HENOVATION.
Modification of this Contract. HENOVATION reserves the right to modify these terms of use at any time, as well as any rules governing the use of the Services, by publishing the new contract at the address www.HERAW.com/fr/legal or another URL HENOVATION may provide for this purpose. The User is responsible for regularly reviewing any updates to this Contract. Any modification to this Contract will become binding either (i) by the User's online acceptance of the updated terms or (ii) by the User's continued use of HERAW after HENOVATION updates these terms.
4.4 RIGHT OF WITHDRAWAL
In accordance with Article L 121-21 of the French Consumer Code, the User is informed that they have a period of fourteen days from the subscription to a paid Plan or any paid option to exercise their right of withdrawal without penalty and without reason.
ARTICLE 5. QUALITY AND MAINTENANCE
5.1 QUALITY OF APPLICATIONS
The User is informed of the technical risks inherent to the Internet, and the resulting access interruptions. Consequently, HENOVATION cannot be held responsible for any potential unavailability or slowdown of the application Services.
HENOVATION cannot guarantee the continuity of the Services, which are operated remotely over the Internet, as the User acknowledges.
HENOVATION guarantees the implementation of application Services in accordance with the "Service Level Guarantee" provided in this Contract.
Access to the Platform and Services may occasionally be suspended for necessary maintenance to ensure proper functioning of the Servers or Platform. In the event of Platform downtime for maintenance, HENOVATION agrees to follow the maintenance operations procedure described below so that the User can be informed in advance and make the necessary arrangements to minimize any disruption to their activity.
HENOVATION cannot be held responsible for the potential impact of this unavailability on the User's activities.
The User acknowledges that no guarantee is provided by HENOVATION regarding possible programming defects.
5.2 MAINTENANCE
HENOVATION agrees to provide corrective maintenance for HERAW and the Services. Any anomaly reported by the User to HENOVATION will be addressed within 24 business hours.
HENOVATION will make every effort to correct the anomaly as quickly as possible and will provide a workaround solution if necessary.
An email support service for handling anomalies is available from Monday to Friday, 10:00 AM to 6:00 PM. Anomalies must be reported to HENOVATION without delay so that an anomaly diagnosis can be conducted and a potential software correction implemented.
HENOVATION cannot be held responsible for failure to maintain in the following cases:
The User refuses to collaborate with HENOVATION in resolving anomalies, particularly by not responding to questions or information requests;
Use of the Services in a manner inconsistent with their purpose or documentation;
Unauthorized modification of the Solutions by the User or a third party;
The User fails to meet their contractual obligations;
The installation of any non-compatible software, application, or operating system with the application Services;
The use of incompatible consumables;
Electronic communication network failure;
Deliberate degradation, malice, sabotage;
Deterioration due to force majeure or misuse of the application Services.
ARTICLE 6. SERVICE LEVEL GUARANTEE
6.1 AVAILABILITY
HENOVATION agrees to implement effective controls to provide reasonable assurance that the User can access the Platform and use the Services according to the Contract terms. HENOVATION has, in particular, implemented a redundant system allowing uninterrupted service.
6.2 SECURITY AND CONFIDENTIALITY
HENOVATION endeavors to secure access to the Platform and the use of Services, following protocols and standards commonly used in the industry. HENOVATION has implemented a dual backup system, with automatic backup upon Content upload, until the Client's account is closed, in accordance with the provisions of this Contract related to Termination.
6.3 INTEGRITY
HENOVATION agrees to implement effective controls to provide reasonable assurance that the Services provided to the User process the Data and Content entrusted to them without any risk of omission, alteration, deformation, or other anomalies that may affect the integrity of the results produced by these Services. The processing will comply with applicable legal regulations, and the Data and processing will be accessible for external audits and controls that may be conducted.
Processing integrity extends to all system components and phases of processing (data entry, transmission, processing, storage, and output). These controls include consistency checks on processing, anomaly detection, and management.
ARTICLE 7. USER OBLIGATIONS
The User will use the Services in accordance with the GTC set forth herein. Occasionally, HENOVATION may offer new applications, features, functionalities, or Services, the use of which may require the User to accept additional conditions.
The User agrees to take reasonable steps to prevent unauthorized use of the Services and terminate any abuse. The User must promptly inform HENOVATION if they notice unauthorized access or misuse of the Platform.
The User agrees not to perform the following actions and to take reasonable efforts to ensure that no third party does the following: (a) sell, resell, or rent the Services to a third party or perform any functionally equivalent action; (b) attempt to reverse-engineer the Services or any of their components; (c) attempt to create a substitute or similar service using the Services or accessing the Services or the Platform; (d) use the Services for high-risk activities; or (e) use the Services to store or transfer Client Data whose export is subject to export control laws.
The User agrees to respond to Third-Party Requests. To the extent permitted by law or the Third-Party Request's conditions, HENOVATION will (a) promptly notify the User of a Third-Party Request, (b) comply with the User's reasonable requests in response to a Third-Party Request, and (c) provide the User with information or tools to respond to the Third-Party Request. The User will first attempt to obtain the information needed to respond to the Third-Party Request and contact HENOVATION only if they cannot reasonably obtain the information themselves.
ARTICLE 8. INTELLECTUAL PROPERTY RIGHTS
8.1 GRANT OF RIGHT TO USE THE PLATFORM
HENOVATION grants the User a personal, non-exclusive, non-transferable, and non-assignable right to access the Platform for the duration of the Contract and worldwide. Any right not explicitly granted to the User is reserved by HENOVATION.
The license for the Software is granted solely for the purpose of allowing the User to use the Services, to the exclusion of any other purpose.
The User shall not make the Software, Platform, and Services available to any third party, nor engage in any other use, including but not limited to adaptation, modification, translation, arrangement, dissemination, or decompilation.
The Contract does not confer any ownership rights on the User over the Platform, Software, or Services. The temporary provision of the Software and Services as provided in the Contract shall not be construed as a transfer of any intellectual property rights to the User under the French Intellectual Property Code.
8.2 INTELLECTUAL PROPERTY RIGHTS
HENOVATION holds all rights related to the site www.HERAW.com and, more generally, to the Software, Platform, and Services. These GTC do not transfer any rights to the Software, Platform, or Services to the User, but only a limited and revocable license in accordance with the provisions of this article.
HENOVATION remains the owner of the intellectual property rights relating to any component of the Software and the Services made available to the User, as well as more generally the IT infrastructure (software and hardware) implemented or developed under the Contract.
HENOVATION declares and guarantees that the Platform, Software, and Services it has developed are original under the French Intellectual Property Code, and it holds all intellectual property rights allowing it to conclude the Contract.
8.3 LICENSE FOR CONTENT
By accepting the GTC, the User grants HENOVATION a limited, revocable, non-transferable, non-exclusive, free, and worldwide license to perform, depending on the Content, the actions required by HENOVATION to provide the Services, in accordance with this Contract, for the duration of the Contract. The Parties explicitly agree that HENOVATION does not have any exploitation rights over the Content provided or stored by the User; however, the license granted to HENOVATION by the User includes the right to compress, digitize, host, store, encrypt, reproduce, and/or distribute the Content (among other things) to provide the Services in accordance with the GTC.
The expiration of the Subscription or the revocation of the User's rights for any reason provided in these GTC will automatically result in the revocation of the License and the suspension of access to the Services.
The User remains the owner of all the Data they use via the Platform under the Contract.
The User may not assign all or part of the rights and obligations arising from the Contract, whether through a temporary assignment, sub-license, or any other contract providing for the transfer of said rights and obligations.
ARTICLE 9. DATA PROCESSING
9.1 PERSONAL DATA
If the Data transmitted for the use of HERAW contains personal data, the User guarantees HENOVATION that they have fulfilled all obligations under the French law of January 6, 1978, known as the "Informatique et Libertés" law, and that they have informed the individuals concerned about the use of their personal data. As such, the User indemnifies HENOVATION against any claims, complaints, or demands from individuals whose personal data is reproduced and hosted via HERAW.
If Data is stored on Servers located outside the European Union, specific authorization for data transfer must be obtained from the CNIL. HENOVATION agrees to inform the User of the location of the Data and, more generally, to provide all necessary and useful information for making declarations. The User, as the data controller, agrees to sign the standard contractual clause established by the European Commission's decision of February 5, 2010, and to obtain the necessary authorization from the CNIL.
9.2 DATA EXPLOITATION
The User assumes editorial responsibility for the use of the Services.
The User is solely responsible for the quality, legality, and relevance of the Data and Content transmitted for the use of the Services and the Platform, including the Shared Space. They also guarantee that they own the intellectual property rights that allow them to use the Data and Content. Consequently, HENOVATION is released from all liability in the event of non-compliance with the laws and regulations, public order, or the User's needs.
The User indemnifies HENOVATION upon the first request against any damages resulting from a third party's claim for a breach of this guarantee.
More generally, the User is solely responsible for the Content and messages distributed and/or uploaded via the Services.
9.3 DATA SECURITY
Each Party agrees to implement appropriate technical measures to ensure the security of the Data.
Subject to the "Liability" section, HENOVATION agrees to maintain the integrity and confidentiality of the Data stored on the Platform and Servers. HENOVATION will implement technical and organizational measures to prevent any unauthorized access or use of the Data and to prevent any loss, alteration, or destruction of the Data.
ARTICLE 10. SUBSCRIPTION AND PRICE
10.1 SUBSCRIPTION
The User can customize the Services they want and, therefore, their Subscription, depending on the Plan chosen and any paid options subscribed to.
The Subscription may be free or paid depending on the User's chosen Plan, and any paid options added.
The Platform's Subscription is flexible so that the User can change their Plan at any time, as well as add or remove paid options under the following conditions: (i) Whenever the User chooses, via their preferences, to upgrade from a free Plan to a paid Plan, to subscribe to a higher-level paid Plan, or to add paid options to their Plan, the Subscription will be updated immediately, and the Services adjusted according to the new Plan or new paid options subscribed to. (ii) Whenever the User chooses, via their preferences, to downgrade from a paid Plan to a free Plan, to modify their Subscription to a lower Plan, or to terminate the subscription to paid options, the Subscription will only be updated, and the Services adjusted according to the new Plan or new paid options subscribed to on the renewal date of the Subscription.
Each Subscription corresponds to a fee representing the price the User pays to access the Platform and use the corresponding Services.
10.2 PRICE
The User agrees to pay for their Subscription based on the chosen Plan and any paid options added. Unless otherwise stated, (i) prices are expressed and payable in euros, including VAT, (ii) prices are based on the Subscriptions subscribed to, not on actual usage, and (iii) payment obligations are non-cancelable, and amounts paid are non-refundable.
The amounts due for a Subscription are calculated on a monthly basis starting from the Subscription's start date and each monthly anniversary of the aforementioned date. Consequently, any additional Services added during a monthly period will be billed for the entire monthly period and, if applicable, for the remaining months of the Subscription period.
The billing address is the one provided by the User and can be changed via their preferences on their Account.
10.3 PAYMENT TERMS
Any Subscription involving a paid Plan must be paid for upon subscription by credit card only via the Platform. The same applies to any paid option added to a Subscription by the User.
The User agrees to provide valid and up-to-date credit card information for credit card payment and authorizes HENOVATION to charge this card the amount of the Plan selected by the User for the initial Subscription period and any Subscription renewals, as well as for any paid options added by the User.
The payment for a Subscription with a paid Plan, and any paid options added by the User, is made in advance, monthly, for the amount corresponding to the Subscription selected by the User.
The price and payment terms for the various Plans and offered options are constantly accessible during the presentation or use of the Service(s) to which the User wishes to subscribe, along with their respective price(s).
Acquisition of a Subscription on the User's Account is almost simultaneous with the validation of the credit card transaction.
10.4 RENEWAL TERMS OF A SUBSCRIPTION
At the expiration of a Subscription, it will be automatically renewed for periods equivalent to the one initially chosen by the User, unless the Plan is changed, paid options are added or removed, or termination is requested by the User and notified to HENOVATION before the expiration of the current Subscription under the indicated conditions. The renewed Subscription will be billed to the User at the rate and periodicity of the Subscription initially subscribed to by the User. The User may cancel the automatically renewed Subscription at any time for an indefinite period, which will end at the end of the current Subscription period, provided that the User notifies HENOVATION at least 24 hours before the current Subscription's expiration date.
In addition, a reminder of the Client's Subscription expiration is constantly provided in the "My Subscription" section, allowing them to manage their Subscription.
10.5 NON-PAYMENT
Without prejudice to potential damages and interest, non-payment of the User's Subscription will automatically result in:
Immediate suspension of the Services;
Automatic termination of the Contract seven (7) days after HENOVATION sends a reminder email or a registered letter with acknowledgment of receipt that remains unaddressed.
ARTICLE 11. TERMINATION
11.1 USER TERMINATION TERMS
Termination refers to a Client's request to delete their Account on the Platform, so that they no longer have access to the Platform, their Account will be closed and completely deleted, they will no longer have access to their Folder(s), their Data and Content will be deleted, and no Subscription, whether free or paid, will be active (hereinafter "Termination").
A User may request the Termination of their Subscription at any time, with HENOVATION, without cost other than those related to the transmission of their request and without reason, exclusively via the "My Preferences" section.
A request for Termination by the User will be deemed made on the next business day after HENOVATION receives the Account closure request.
Termination of a Subscription decided by the User takes effect on the Subscription's expiration date, provided that the User notifies HENOVATION no later than 24 hours before the current Subscription's expiration date.
The User will be informed by email of the termination or confirmation of the termination of their Subscription and the closure of their Account.
THE TERMINATION REQUEST DOES NOT ENTITLE THE USER TO A REFUND FOR THE REMAINING PERIOD UNTIL THE SUBSCRIPTION'S EXPIRATION.
11.2 TERMINATION BY HENOVATION
HENOVATION may terminate this Contract and terminate a Subscription: (i) if, after written notification of a material breach by either Party of their contractual obligations, the breach is not remedied within seven (7) days; or (ii) if the User fails to make a payment; or (iii) if the User is subject to bankruptcy or any other collective procedure related to cessation of payments, administration, liquidation, or assignment for the benefit of creditors.
Without prejudice to other provisions of the GTC, in the event of a serious breach by the member, HENOVATION reserves the right to terminate the User's Account without notice or formal notice. This termination will have the same effects as one decided by the User.
This termination will occur without prejudice to any damages that HENOVATION may claim from the User or their heirs and legal representatives for the damages suffered by HENOVATION as a result of such breaches.
11.3 EFFECTS OF TERMINATION
In the event of termination, the User's Access Codes will be deactivated upon termination, rendering the Account, including all Data and Content of the User, inaccessible.
In the event of termination, all the User's Data and Content may be deleted from HENOVATION's Servers within a period not exceeding two years. Data and Content cannot be recovered by the User after the termination of their Subscription.
HENOVATION support cannot provide a backup of an Account's data either during the Subscription period or after termination. Data recovery is the responsibility of the Account's users through the functional means available via the Platform.
The User will be informed by email of the termination or confirmation of the termination of their Subscription.
ARTICLE 12. LIABILITY
12.1 LIMITATION OF LIABILITY
The User is solely responsible for using the Services, including the Content they store and for protecting their computer equipment against viruses or intrusion.
HENOVATION shall not be liable for any indirect or unforeseeable losses or damages suffered by the User or third parties, including but not limited to any missed opportunities, loss, inaccuracy or corruption of files or Data, commercial losses, loss of revenue or profit, loss of customers, loss of an opportunity, costs of obtaining a replacement product, service or technology, arising from or related to any failure or default in the performance of services.
In addition, HENOVATION shall not be held responsible for any damage related to malfunctions in accessing and/or using the Services inherent in the functioning of the Internet, an interruption, or a service disruption by the telecommunications operator or electricity supplier; for losses that were not incurred due to HENOVATION's non-compliance with contractual obligations as set out in these GTC; or for any loss, damage, or unlawful appropriation of the Content.
HENOVATION shall not be held responsible for the accidental destruction of Data by the User or a third party who has accessed the Services using the User's Access Codes.
Neither Party shall be held responsible for any failure to fulfill any of its obligations under the Contract if such failure results from: a government decision, including any withdrawal or suspension of authorizations, a strike (whether internal or external to the company), fire, natural disaster, state of war, total or partial interruption or blockage of telecommunications or electricity networks, computer hacking, or any other event of force majeure as defined by case law.
The Party experiencing the event must immediately notify the other Party of its inability to perform its obligations. The suspension or delay in performance shall not constitute a breach of the obligation in question, nor shall it result in any compensation for damages or penalties for delay.
12.2 LIMITATION ON THE AMOUNT OF LIABILITY
The total contractual, tortious, or other liability of either Party arising out of or in connection with this Contract shall not exceed the total amount paid by the User under these GTC in the 12 months preceding the event giving rise to the liability. This limitation does not affect the User's obligation to pay fees.
12.3 EXCEPTIONS TO LIMITATIONS
These limitations of liability apply to the fullest extent permitted by applicable law but do not apply to breaches of confidentiality obligations, infringements of intellectual property rights of one Party by the other, or indemnification obligations.
ARTICLE 13. INDEMNIFICATION
LThe User agrees to indemnify and hold harmless HENOVATION, its affiliates, agents, employees, partners, against any damage, claim, or demand made by third parties arising from the transmission, display, upload, dissemination, or transmission of Content by the User on the Platform, the use of the Services, the violation of the GTC, or any breach of third-party rights or public order. This indemnification covers both the compensation that may be paid and the attorney fees and court costs.
ARTICLE 14. CONFIDENTIALITY
Each Party agrees to (i) keep confidential all information received from the other Party, and in particular, (ii) not to disclose the confidential information of the other Party to any third party, other than employees or agents who need to know it; and (iii) use the confidential information of the other Party only to exercise its rights and fulfill its obligations under the Contract.
Notwithstanding the foregoing, neither Party shall have any obligation regarding information that (i) has fallen or falls into the public domain independently of any breach by the receiving Party, (ii) was independently developed by the receiving Party, (iii) was known to the receiving Party before it was disclosed by the other Party, (iv) was lawfully received from a third party not subject to a confidentiality obligation, or (v) must be disclosed by law or court order (in which case it will only be disclosed to the extent required and after prior written notification to the providing Party).
The Parties' obligations regarding confidential information shall remain in effect for the duration of the Contract and as long as the information remains confidential to the providing Party, and in any case, for two (2) years after the termination of the Contract.
ARTICLE 15. GENERAL PROVISIONS
15.1 SEVERABILITY
The invalidity, unenforceability, or non-binding nature of any provision of the Contract shall not affect the validity, enforceability, or binding nature of the other provisions, which shall remain in full force and effect. However, the Parties may agree to replace the invalidated provision(s). If any provision of this Contract is found to be contrary to the law by a competent court, it shall be modified and interpreted by the court to best achieve the original provision's objectives within the maximum limits permitted by law, and the other provisions of the Contract shall remain in effect.
15.2 ENTIRE AGREEMENT
This Contract represents the entire agreement between the Parties with respect to its subject matter and supersedes and cancels all prior oral or written commitments related to the subject matter of the Contract. The conditions available via a URL and referenced in this Contract are incorporated by reference. This Contract constitutes the entire set of obligations existing between the Parties.
15.3 RELATIONSHIP OF THE PARTIES
The Parties are independent contractors. This Contract does not create a partnership, franchise, joint venture, agency, employment, or fiduciary relationship between the Parties.
15.4 NO THIRD-PARTY BENEFICIARIES
There are no third-party beneficiaries to this Contract.
15.5 NO WAIVER
It is expressly agreed between the Parties that any tolerance or waiver by one of the Parties in enforcing any part of the obligations under the Contract, regardless of its frequency and duration, shall not constitute a modification of the Contract, nor shall it create any right.
15.6 LANGUAGE OF THE CONTRACT
In the event the Contract is written in several languages or translated, only the French version shall be binding.
15.7 NOTIFICATIONS AND NOTICES
Notifications and notices must be delivered according to the procedures set forth in these GTC. Any change of address or registered office by one of the Parties will only be enforceable against the other Party eight calendar days after being duly notified.
15.8 FORCE MAJEURE
The Parties shall not be held responsible for failure to fulfill their obligations under these GTC if such failure is due to causes beyond their control, including but not limited to the following: fire, flood, strikes, labor disputes, social unrest, shortages or unavailability of fuel or electrical energy, unavailability or malfunction of communication networks, accidents, war (declared or undeclared), commercial embargoes, blockades, riots, or insurrections.
15.9 ASSIGNMENT
Neither Party may assign its rights or obligations under these GTC, whether by law or otherwise, without the prior written consent of the other Party. Notwithstanding the foregoing, each Party may assign this Contract in its entirety without the other Party’s prior consent, to one of its Affiliates or in connection with a merger, acquisition, IPO, restructuring, or sale of all or substantially all of its assets not involving a direct competitor of the other Party. This Contract shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns.
15.10 GOVERNING LAW AND JURISDICTION CLAUSE
The validity, performance, and interpretation of these terms of use are governed by French law, excluding its conflict of laws rules. Any dispute concerning the validity, performance, or interpretation of the Contract shall be subject to the exclusive jurisdiction of the courts within the jurisdiction of the Court of Appeal of Paris.
