General Terms of Service

These General Terms of Service and of use of the Vodalys platform lay out the conditions under which the Services (as defined hereafter) are implemented, and the Vodalys platform is used by the Users (as defined hereafter).
 
If the User (as defined hereafter) is agreeing to the GTS on behalf of a company or legal entity, the said User must certify that they have authority to conclude such an agreement. The User therefore undertakes on behalf of the said entity to comply with the terms of the GTS and the entity may be held liable for any failure to comply or any breach of the GTS by the User.
 
Before placing an order, the User must be fully aware of the key features of the Services, Project Types and Credit Packs provided by Vodalys on the Vodalys platform. Before confirming an order, the User must ensure that the Services, and in particular the Project Types or Credit Packs that they are ordering will meet their needs and that they have fully understood the conditions of use, functions and performance of the said Services. Users are invited to contact Vodalys directly for any further questions and/or queries concerning the Services, Project Types, Credit Packs and terms and conditions of purchase.
 
 
ARTICLE 1. Definitions

“GTS”: means these General Terms of Service and of the Use of Vodalys platform.
 
“User Account”: means the personal Vodalys platform account to be set up by the User wishing to access the Services (including the Vodalys platform console).
 
“Vodalys platform console”: means the website accessible via the https://console.vodalys platform/ URL; which enables the User to access the Vodalys platform Services.
 
“Content”: means any audiovisual content provided and/or published by the Users on Vodalys platform as part of a Project.
 
“Hourly Project Cost”: means the hourly cost of a Project in Credits.
 
“Credit”: means the unit used to pay for Hourly Project Costs and the Storage Option for a User Account. 
 
“Active Project Use”: means the time between the moment the Project is enabled by the User clicking on the “Start Streaming” button and the moment the Project is disabled when the User clicks on the “Stop Streaming” button.
 
“Storage Space in Use”: means the total volume of all the files stored by the User on their User Account.
 
“Storage Option”: means the monthly User Account storage capacity subscribed by the User, chosen among the options detailed in article 4.2.2. of the GTS.
 
“Credit Packs”: means the volume of Credits associated with a set price.
 
“Party” or “Parties”: means Vodalys and the User, individually or jointly. 
 
“Credit Portfolio”: means the number of Credits held by a User on their User Account.
 
“Project”: means the Content created by the User on their User Account in view of a live video transmission.
 
“Services”: means all the services delivered to the Users by Vodalys on Vodalys platform, in particular: Content broadcasting and storage.
 
“Project Type”: means a predefined Project on the Vodalys platform (i.e. a use case, for example broadcasting via the social networks or on a private interface), including a number of specific features. 
 
“User”: means any person who has a User Account on the Vodalys platform and who may use the Services exclusively for a professional purpose.
 
“Vodalys”: means the VODALYS company, a SAS (Société par actions simplifiée) with a share capital of €33,410 having its registered head office at 6, rue du Quatre Septembre 92130 ISSY-LES-MOULINEAUX, registered with the Nanterre Trade and Companies Register under number 508 084 829, Email: info@vodalys.com
 
“Vodalys platform”: means the online platform dedicated to the production and live broadcasting of Contents, published by Vodalys and available via the Vodalys platform Console.
 
ARTICLE 2. Acceptance of the GTS

2.1 GTS application. These GTS shall apply without restriction or reservation to the Services provided by Vodalys platform to their Users, who hereby declare that they have read and accepted the said GTS. All Users shall always be informed of these GTS when creating a User Account on Vodalys platform. Users shall be invited to expressly accept these GTS by ticking the appropriate box when creating a User Account.  By clicking on the box, the User hereby accepts these GTS in their entirety and enters into a binding agreement between Vodalys and the User. These GTS shall prevail over any other document whatsoever, and in particular over the User’s general terms and conditions of purchase or service, as the case may be.
 
2.2. GTS modifications. Vodalys reserves the right to modify these GTS without notice. The User hereby undertakes to check the GTS contents from time to time and to abide by any modified terms and conditions or cease to use the Services. Vodalys reserves the right to assign their rights and obligations hereunder to any third party of their choice and in any form whatsoever, and the User acknowledges and accepts such right.
 
ARTICLE 3. Conditions of subscription to the Vodalys platform
 
3.1. Information. The Vodalys platform Services are strictly for the use of professionals as defined in the preliminary article of the French Consumer Code. By accessing, using and/or registering with the Vodalys platform, the User certifies that they are a professional.
 
Vodalys may therefore ask the User to provide supporting documentation (i.e. Proof of registration with a Trade and Company register, identity card or passport of the person representing the company, etc.), including after registration on the Vodalys platform. 
 
All persons wishing to use the Vodalys platform Services must first of all register via the Vodalys platform Console. The subscription process requires the User to create an online User Account by completing the necessary fields, in particular “Email” (a valid address) and “Password”.
 
3.2. Prior acceptance of the GTS. Subscription to the Vodalys platform is complete when the User accepts these GTS pursuant to Article 2 and confirms their registration.
 
3.3. Confirmation of subscription – Data. A confirmation of subscription will be sent to the User by email. The data recorded in the Vodalys platform IT system will be deemed to constitute proof of any transactions concluded with the User.
 
3.4. Personal User account. Vodalys platform access codes (i.e. Login and password) are User-specific. The User hereby undertakes to keep the access codes that are allocated to them strictly confidential and not to disclose them to any third party, to avoid intrusion or fraudulent User Account use or misuse of the Services, the Contents and/or of personal User data. Every User is responsible for modifying their password from time to time and ensuring that their access codes are adequately protected. Every User is entirely responsible for the use and preservation of their access codes, and must immediately notify Vodalys if they become aware of a security breach caused by the communication or misuse of their access codes. Vodalys shall not be liable for any third party use of a User Account through unauthorized access to the User’s access codes, by whatever means. Any action undertaken via the User’s User Account shall be deemed to have been performed by the User and shall make them liable hereunder.
 
ARTICLE 4. Financial terms

4.1. Vodalys platform Services – Cost of use – Hourly Project Cost

4.1.1 The use of the Vodalys platform Services is billed according to the actual length of time during which the output flows for one or more Projects are distributed by various channels (social media, Vodalys platform HTML reader interface, data files/clipping, etc.).
 
4.1.2. The User activates the distribution of output flows from a Vodalys platform Project by pressing the Project’s “Start Streaming” button.
 
4.1.3. When the User clicks on the “Start Streaming” button for a Project, the corresponding number of Credits is deducted from the User’s Credit Portfolio, calculated on the basis of the Hourly Project Cost for the Project Type, prorata the Active Project Use (Credits are billed every 4 minutes).
 
For instance, if the Hourly Project Cost for a Project is 30 credits/hour and the User’s Active Project Use is 20 minutes, then the User’s Credit Portfolio will be charged 10 Credits.
 
4.1.4. The User disables the distribution of output flows from a Project by pressing the Project’s “Stop Streaming” button.
 
4.1.5 If several Projects are active at the same time, the total number of Credits charged will be calculated by adding up all the Credits for each of the active Projects.

4.2. Vodalys platform file storage cost – Storage Options
 
4.2.1. The storage costs for the video, audio and multimedia files held in a User Account are paid for out of the User’s Storage Option and billed on a monthly basis.
 
4.2.2. The possible Storage Options are:
 
“Storage 5”: for a dedicated storage space between 0 and 10 GB, free of charge
“Storage 10”: for a dedicated storage space between 5 and 10 GB, for a monthly cost of 10 credits
“Storage 50”: for a dedicated storage space between 10 and 50 GB, for a monthly cost of 40 credits
“Storage 100”: for a dedicated storage space between 50 and 100 GB, for a monthly cost of 70 credits
“Storage 200”: for a dedicated storage space between 100 and 200 GB, for a monthly cost of 120 credits
“Storage 300”: for a dedicated storage space between 200 and 300 GB, for a monthly cost of 170 credits
“Storage 400”: for a dedicated storage space between 300 and 400 GB, for a monthly cost of 220 credits
“Storage 500”: for a dedicated storage space between 400 and 500 GB, for a monthly cost of 270 credits
“Storage 600”: for a dedicated storage space between 500 and 600 GB, for a monthly cost of 320 credits
“Storage 700”: for a dedicated storage space between 600 and 700 GB, for a monthly cost of 370 credits
“Storage 800”: for a dedicated storage space between 700 and 800 GB, for a monthly cost of 420 credits
“Storage 900”: for a dedicated storage space between 800 and 900 GB, for a monthly cost of 470 credits
“Storage 1000”: for a dedicated storage space between 900 and 1000 GB, for a monthly cost of 520 credits
 
4.2.3. The “Storage 5” Storage Option is automatically associated with each User Account on creation of the Account.
 
4.2.4. If the User Account’s Storage Space in Use exceeds the storage space available under its current Storage Option, the higher Storage Option will be automatically enabled, which the User hereby acknowledges and accepts. For instance, if the User has chosen the “Storage 50” Storage Option, if the occupied file space becomes greater than 50 GB, the User Account will automatically shift to the “Storage 100” Storage Option.
 
4.2.5 Users wanting to use more than 1000GB of storage space must contact Vodalys at info@vodalys.com.
 

4.2.6. The Storage Option is billed at the beginning of each month by reducing the User’s Credit Portfolio by the appropriate number of Credits.
 
4.2.7. If the User Account’s Storage Space in Use falls below the storage space available under their active Storage Option, the active Storage Option will automatically be adjusted to the lower option. For instance, if the User has chosen the “Storage 100” Storage Option, if the User’s files take up only 50GB or less, then their User Account will automatically shift to the “Storage 50” Storage option.
 
4.3. Credits
 
4.3.1 Credits. The User can carry out transactions using the Credits purchased on Vodalys platform, at the catalog prices displayed.
 
4.3.2. Credit Pack. Credits can be purchased as a set pack of credits contained in a Credit Pack.
 
4.3.3 Purchasing Credit packs – Credit Portfolios. Credit Packs can be bought (i) directly online on the Vodalys platform with a bank card (credit or debit) or (ii) exceptionally by bank transfer after ordering on the basis of a quote. A Credit Pack adds the number of Credits in the Pack to the User’s Credit Portfolio.

4.3.4. Late settlement. Any sums still unpaid by their due date shall accrue interest based on a rate equal to three (3) times the current statutory base rate, plus five (5) percentage points, starting from the date when the invoice becomes due and without notification. Late settlement means that the User shall as of right be liable for the payment of a fixed sum debt recovery charge equal to Forty (40) euros, plus any recovery charges over and above this same sum, on presentation of supporting documentation.

4.3.5. Validity. Credits purchased are not reimbursable. Credits shall expire automatically and shall become worthless 2 years after their respective dates of purchase.

However, the purchase of new Credits shall reset the validity period for all the Credits in the User’s Credit Portfolio.

Vodalys may also, at its own discretion, authorize the extension of validity for unused Credits in a User Account, subject to (i) the submission by the User of an express written request for this extension and (ii) a maximum limit for such extensions, set unilaterally by Vodalys. Credits have no cash value beyond the Vodalys platform and cannot be sold on or exchanged. All Credits expire and automatically lose all value as from the moment a User Account termination comes into effect.

In any case, all remaining unused Credits are lost when a User Account expires, for whatever reason.
 
ARTICLE 5. Access to Vodalys platform. Availability. Technical assistance.

5.1. Availability. Due to the very nature of the Internet and of mobile telephone networks, Vodalys offers no warranty that the User will enjoy permanent and uninterrupted access to Vodalys platform and/or to the Services at all times. Vodalys makes every best effort to ensure that the Vodalys platform Services are available 24/7, except during the necessary maintenance operations.
The User hereby declares and acknowledges that Vodalys platform and the Services are dependent on the performance of the User’s equipment and on the telecommunication networks. The User shall in any case be responsible for making sure that (i) prior to accessing Vodalys platform, the User’s terminal is available and has access to the Internet and to the 3G, 4G, etc. mobile telephone networks, as the case may be; and (ii) prior to accessing the Services, their terminal is properly operational and configured, that there is no interference and that there is an uplink connection with a capacity of at least 4Mbits/second.

5.2 Maintenance and modifications of Vodalys platform or the Services. The User is hereby informed, and accepts, that Vodalys reserves the right, at its own discretion, (i) to update the platform in order to correct any anomalies or errors that might affect the use of Vodalys platform and/or (ii) to modify Vodalys platform and the Services to improve the User experience, to adapt to the emergence of new technologies and/or to comply with any changes in the law or new regulations. Throughout the maintenance operations, Vodalys may suspend access to Vodalys platform and/or to the Services without prior warning to the User and without compensation. When Vodalys platform is under maintenance or updates are being installed, Vodalys may modify Vodalys platform (both the contents or the User interface) without prior warning to the User and without compensation.

5.3. Standard technical assistance. Vodalys provides standard technical assistance from Monday to Friday 9 am to 6 pm, excluding bank holidays. Technical assistance can be requested by email sent to support@vodalys.com.  Users may inform the Vodalys technical assistance service of any Service Anomalies (as defined below). Under an obligation of means, Vodalys hereby undertakes to make every effort to carry out, in reasonable period, the necessary corrections to reported Anomalies. “Anomalies” means any incident, defect or malfunction which significantly impedes the use of all or part of the Services and resulting in, or having the effect of, non-compliance with the terms of the GTS.
 
ARTICLE 6. User’s obligations

6.1. Regulatory compliance. When using the Services, the User hereby undertakes not to infringe any current laws, regulations, usages or standards, legitimate third party interests or Vodalys’s interests, Vodalys’s intellectual property rights or those of third parties or other Users.  In this respect, the User shall refrain in particular (without limitation) (a) from sending, storing, distributing or making available messages, sounds, videos, texts and/or images containing pedophile or pornographic material, inciting violence, racial hatred or hatred towards persons on the grounds of their sex, sexual orientation, gender identity or disability, likely to be considered as negationist, defamatory, insulting, calling for murder or suicide or glorifying, denying or trivializing crimes against humanity, being an incitement to the commission of acts of terrorism and their glorification, violating human dignity, the rights of the personality and privacy, and/or more generally violating public order or morality; (b) from engaging in or encouraging any act of hacking, spamming or fraudulent collection of personal data, as well as any uploading, downloading, hosting or transmission of viruses, Trojan horses and/or any malicious software (“malware”) or spyware, via Vodalys platform. 

6.2. User-generated content. Each User shall be entirely responsible for the Contents that they create, modify and/or download to their User Account. The User shall in particular guarantee to Vodalys on request that the Contents published by the User do not infringe any existing standard nor any third party rights, and that they hold all the intellectual property rights and/or authorizations and licenses for the use, storage, reproduction, representation and publication of the Contents via Vodalys platform.

6.3. Legal obligation to inform. Vodalys shall promptly inform the appropriate public authorities of any unlawful activity by a User of the Services that Vodalys may be made aware of.

6.4. User’s obligations. The User undertakes (a) to access and use Vodalys platform and/or the Services according to these GTS and in compliance with current laws and regulations; (b) provide only true, up to date and fully comprehensive information for the use of Vodalys platform and/or the Services; (c) not to access Vodalys platform and/or the Services by using another’s User Account or identity; (d) not to access the Services by any other means than that provided by Vodalys; (e) to use a terminal that is compatible with Vodalys platform and/or the Services and with the latest browser updates; (f) to deny access to Vodalys platform to any third party without Vodalys’s express, prior written agreement; (g) to read and comply with the provisions contained in any documentation provided by Vodalys on Vodalys platform and/or the Services, as the case may be. It is strictly forbidden to use Vodalys platform for any other purposes than those authorized hereunder or in subsequent documentation forwarded by Vodalys.

6.5 Recommendations on Content back-up. The User hereby acknowledges and expressly accepts that Vodalys is not able to guarantee that the Contents will be saved in the event of force majeure, hacker attacks, IT failure, failure of its sub-contractors and partners, and more generally, due to any event beyond its control. Vodalys therefore strongly recommends that Users regularly save back-ups of their Contents to avoid the risk of Content loss by Vodalys for reasons beyond its control.
 
ARTICLE 7. Warranty

7.1 To the extent permitted by law, Vodalys platform and the Services are provided “as is”, without warranty of any kind, express or implied, of merchantability, fitness for a particular purpose, and non-infringement (especially non-counterfeiting), which the User hereby acknowledges and accepts.

7.2 Due to the very nature of the Internet and of mobile telephone networks, Vodalys offers no warranty that the User will enjoy permanent and uninterrupted access to the Services and/or to Vodalys platform at all times.

7.3. Vodalys offers no warranty:
–  That Vodalys platform and/or the Services are exempt from defects, errors or bugs and that they will operate without interruption. Users are therefore reminded that they must take all necessary precautions (including regular back-ups) to minimize any damage that may be caused by possible service interruptions or loss of data due to the use of Vodalys platform;
–  That the Vodalys platform Console, Vodalys platform and the associated Services are free of viruses and other dangerous items;
–  That Vodalys platform or the Services will operate correctly on a non-compatible terminal;
–  That Vodalys platform or the Services will meet the User’s needs.

7.4 No warranty shall apply in the event of (i) the User’s unlawful use of Vodalys platform, the Contents and/or Services and/or use which does not comply with their purposes and/or documentation and/or these GTS, (ii) failure by the User to promptly install any Vodalys platform updates, (iii) combined use of Vodalys platform, the Services and/or the Contents with any other item of whatever nature which may cause malfunction or the infringement of a third party’s rights, (iv) misuse of the terminal or the browser by the User, (v) misuse of the Services in contravention of their contractual purposes, (vi) the User’s error or negligence or (vii) force majeure.

Vodalys does not guarantee the upward compatibility of the current version of Vodalys platform with any new terminals or with any new versions of operating systems used on current terminals.

7.5 The User hereby holds Vodalys harmless against any third party claims and/or legal proceedings in particular directly or indirectly linked to the use of Contents via Vodalys platform, especially (without limitation) given the laws protecting a person’s image and privacy, third party intellectual property rights and compliance with current laws and regulations.
 
ARTICLE 8. Liability

8.1 Vodalys’s liability

8.1.1. Web hosting service provider. Vodalys is considered to be a web hosting service provider according to article 6 of French Law n° 2004-575 of June 21, 2004 on trust in the digital economy and article 14 of Directive 2000/31/EC of the European Parliament and Council of June 8, 2000.

8.1.2. Legal limitation of responsibility. Vodalys is not required hereunder to monitor the information and Contents hosted at a User’s request, or to look for facts or circumstantial evidence revealing unlawful activities. Vodalys shall not therefore bear any liability for Contents, activities or information hosted at a User’s request, if at the time Vodalys was unaware that such content was unlawful or liable to violate public order or morality, or that facts or circumstantial evidence pointed to such a risk, or if Vodalys took measures to immediately remove such Contents and prevent access to the same, as soon as they became aware of their existence.

8.1.3 Vodalys provides access to Vodalys platform and to the Services under a “best efforts” obligation.

8.1.4 The User expressly accepts that Vodalys may only be held liable for direct and immediate loss or damage they may incur as a result of non-performance, excluding any indirect and/or intangible loss or damage (such as loss of opportunity, data, business, sales, damage to the company’s image, etc.).  

8.1.5 Vodalys may not be held liable for any loss or damage whatsoever resulting in whole or in part from (i) one or several of the circumstances listed in items (i) to (vii) of Article 7.4; (ii) documents and/or information forwarded to Vodalys hereunder (including Contents);(iii) the User’s use, without Vodalys’s prior authorization, of Vodalys platform or of the Services following a third party claim for infringement of their third party rights, including intellectual property rights. 

8.1.6 IT IS EXPRESSLY AGREED BETWEEN THE PARTIES THAT, SUBJECT TO CURRENT LAWS AND REGULATIONS, THE TOTAL AMOUNT OF COMPENSATION, DAMAGES AND COSTS OF ANY KIND THAT VODALYS MAY BE REQUIRED TO PAY TO THE USER FOLLOWING A JUDICIAL RULING OR A SETTLEMENT AGREEMENT PREVIOUSLY ACCEPTED BY VODALYS, SHALL NOT EXCEED AN OVERALL CEILING COVERING ALL THE ONGOING DISPUTES COMBINED, AMOUNTING TO ONE HUNDRED PERCENT (100%) OF THE SUMS (EXCLUDING VAT) THAT VODALYS HAS ACTUALLY RECEIVED FROM THE USER FOR THE PURCHASE OF CREDITS OVER THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT THAT RESULTED IN VODALYS’S LIABILITY.

8.1.7 Any legal proceedings, disputes or demands of any kind that the User engages in against Vodalys with regard to performance of the GTS, shall be initiated no later than one (1) year after the User has become aware or should have been aware of the event which prompted the proceedings, dispute or demand; failing which any action shall be voided under statutory limitations.

8.1.8. Hypertext links. Hypertext links contained in the User Account Projects or in Vodalys platform may lead to other websites or other Internet sources. As Vodalys cannot control these websites and external sources, Vodalys cannot be held liable for making such hypertext links to websites and external sources available and shall not accept any liability for access to and use of these sites and external sources or for any content, advertising, products, services or any other information available on or via these external sites and sources. Vodalys therefore invites the User to read the third party sites’ and sources’ personal data protection policies to see how they collect and use any personal data they may acquire.

8.1.9. Antivirus protection. Each User is responsible for taking all appropriate measures to protect their own terminals, data, Content and/or software from contamination by any viruses present on the Internet.

8.1.10. Features. The presentation and features of Vodalys platform Services are provided “as is” and are liable to be modified from time to time by Vodalys. The Vodalys platform Console may contain technical or typographical errors or other discrepancies. Vodalys cannot be held liable for any errors or omissions present on the Vodalys platform Console or in any referenced documentation.

8.2 User liability

The User is entirely responsible (i) for their terminal settings, their choice of Services and the consequences of their use, compliance with the GTS and with any regulations applicable to the use of Vodalys platform and of the Services; (ii) for any use of Vodalys platform and/or of the Services via their User Account, whether authorized or not; (iii) for the validity and accuracy of the documentation and other information provided to Vodalys hereunder; and (iv) for the Contents.

ARTICLE 9. Intellectual property

9.1 Vodalys holds or is vested with all the intellectual property rights relating to the elements that make up Vodalys platform, the Vodalys platform Console and/or the Services, including inter alia the texts, logos, images, graphic items, sound items, software, icons, layout, data base, graphic charter, names, logos, trademarks, and various copyright-protected creations and works (hereafter “Elements”).

9.2 These GTS imply no transfer of intellectual property rights on the Elements to the User.

9.3 Consequently, the User shall not reproduce, represent, adapt, translate and/or transform in part or in whole or transfer to another website any Element without Vodalys’s prior written authorization or that of its partners, as the case may be. Failure to comply with this provision may constitute an infringement (counterfeiting) and may make the User liable for criminal or civil proceedings.

As a general rule, the User undertakes not to infringe any of Vodalys’s intellectual property rights or rights for which Vodalys holds a user license or to damage Vodalys’s know-how, image, and/or reputation.

9.4 Subject to the User’s perfect compliance with these GTS and effective payment for the Credits, Vodalys grants the User, who accepts it, a personal, non-transferable and non-exclusive right of access, use and operation of Vodalys platform, in order to perform the Services, for the duration of the User Account and for the whole world.

The User hereby acknowledges and expressly accepts that Vodalys’s name, logo and trademark may be displayed on the Content distribution web page.

9.5 The User hereby grants Vodalys a personal non-exclusive right to use the Contents for the performance of the Services, for the duration of the User Account and for the whole world.
 
9.6 The User hereby grants to Vodalys, for the entire world, a personal, non-exclusive, non-transferable or sub-licensable, free license to use and distribute the User’s trademarks, logos and corporate names and those of any legal entity that the User represents for the purposes of performance of the GTS and as a commercial reference, for the entire duration of the User Account and two (2) years from the closing of the said Account, on any medium (including digital) and in any format and for the whole world.
 
ARTICLE 10. Personal Data protection

10.1. User’s personal data. The terms and conditions governing the processing of the User’s personal data are set out in the Vodalys Privacy Policy.

10.2. User identification data. Vodalys provides a web hosting service and consequently retains data enabling the identification of those persons who have contributed to the creation of contents on Vodalys platform, pursuant to French Law n°2004-575 of June 21, 2004 on trust in the digital economy.

10.3 Processor. Given that the performance of the Services may imply one or several personal data processing operations on behalf of the User, the terms and conditions under which such processing is carried out by Vodalys are governed by Appendix 1 – Data processor in the Vodalys Privacy Policy.

ARTICLE 11. Privacy

The Parties hereby undertake to maintain the privacy of any confidential information that may be exchanged, collected or generated during the implementation of the GTS, for the entire duration of the User Account and for a period of five (5) years starting from the end of the User Account, whatever the circumstances. To this end, the Parties shall refrain from communicating any of this information on any grounds whatsoever, in any form whatsoever and for any purpose whatsoever and shall undertake to ensure that this obligation is respected by all its directors, employees and subcontractors if applicable.
 
ARTICLE 12. Term – Suspension – Termination

12.1 Term. User Accounts are held for an unlimited period.

12.2. Termination by the User. The User may terminate their User Account at any time by sending a request to info@vodalys.com. Vodalys will register the User’s termination request within THREE (3) business days following the receipt of the request.

12.3. Termination for inactivity. Any User who has not logged into their User Account via their access codes over a continuous period of two (2) years shall be deemed to be inactive if an e-mail sent by Vodalys reminding the User of the situation has received no response and has not been followed by a connection to the said User Account within thirty (30) days of the notification being sent. Inactivity will result in the termination of the User Account.

12.4. Suspension or deletion of a User Account. Vodalys reserves the right to suspend the User’s access to their User Account and to the Services in the following situations: (a) The User has failed to comply with part of all of these GTS or to one or more of the applicable laws and regulations; (b) Vodalys is made aware of the manifestly unlawful nature of the Content distributed and/or stored on Vodalys platform by the User; (c) Vodalys has received a complaint or claim against the User from another User or a third party. Suspension of a User Account shall be notified by e-mail indicating Vodalys’s intention to apply this clause; it shall automatically come into effect fifteen (15) days after the written notification has been sent and the situation has not been resolved, without prejudice to Vodalys’s right to disable any manifestly unlawful Content, pursuant to French Law n° 2004-575 of June 21, 2004 on trust in the digital economy.

Notwithstanding the above, the Parties expressly agree that the GTS may be immediately terminated by Vodalys and the User Account closed as of right, without the sending of formal notice and without prejudice to Vodalys’ exercise of any other rights and remedies in the event of repeated or serious breaches of the GTS as described above.

12.5 End of the User Account. Once the User Account has been terminated, the User hereby expressly authorizes Vodalys to erase the entire Contents and information they have uploaded, posted and received via their User Account, upon expiry of a term of thirty (30) days from the date of the termination.
In any event, at the end of the GTS and for whatever reason, the User Account shall be disabled, the User Account, Vodalys platform and the Services shall be inaccessible for the User and all remaining unused Credits shall be permanently lost.

Articles 9 “Intellectual Property”, 7 “Warranty”, 8 “Liability”, and 10 “Personal Data”, shall be enforceable throughout the applicable legal limitation or regulatory periods.

ARTICLE 13. Reversibility

Throughout the validity of the User Account, the User may recover free of charge the data generated for the use of the Services and User Account, notifying Vodalys of their intention via the User Account or by registered letter with acknowledgment of receipt.

Such data will be returned “as is” in keeping with its content on the date the User issued the request, and such return shall occur by transfer of computer files in a standard usable format, within at the latest thirty (30) days from said written notification from the User.

The User states and acknowledges that the reversibility service includes no assistance from Vodalys in the migration to a third party contractor’s solution.
If no written request has been received by Vodalys within thirty (30) days of the termination of the User Account for whatever reason according to the provisions agreed above, the User hereby acknowledges that Vodalys may proceed to destroy the data generated by the use of the Services or may continue to use it in an anonymized format.

ARTICLE 14. Miscellaneous

14.1 Insurance. The Parties hereby declare that they have taken out a professional civil liability insurance policy covering their activities under the GTS with a reputable and solvent company and undertake to maintain such insurance coverage throughout the User’s period of use of Vodalys platform.

14.2 Outsourcing. The User hereby authorizes Vodalys to outsource all or part of the performance of the Services to the sub-contractor(s) of their choice. Vodalys shall be fully liable for the work entrusted to their subcontractors and for the latter’s compliance with French Law No. 75-1334 of December 31, 1975 on outsourcing.

14.3 Force majeure. In cases of force majeure, pursuant to article 1218 of the French Civil Code, the obligations of the Parties hereunder shall be suspended for the entire duration of the force majeure event and shall resume when the latter ceases. No recourse is possible for failure to access Vodalys platform and/or non-performance of the Services attributable to a force majeure event. If such an event should prevent Vodalys from fulfilling their commitments, Vodalys undertakes to promptly inform the Client of the situation.

14.4 Non-transferability. As these GTS are entered into intuitu personae, the rights and obligations resulting therefrom may not be assigned or transferred, in whole or in part by the User, whether free of charge or for consideration, in any form or to any person whatsoever, without Vodalys’ express written agreement. Vodalys may assign the GTS and/or any or all their rights and obligations hereunder to any company with links to Vodalys according to the provisions of article L.233-3 of the French Commercial Code, or to any other assignee under the terms of a sale or lease of goodwill, of a merger, de-merger, partial transfer of assets or sale of stock.

14.5 Mutual independence. The Parties are both independent operators and can each choose to implement whichever means they see fit to meet their obligations. These GTS create no link whatsoever between the Parties, whether in terms of subordination, association or agency. Each of the Parties acts in their own name alone and has no authority to represent the other Party.

14.6 Severability clause. Should any of the provisions of these GTS become null and void, all other provisions hereunder shall continue to apply with full binding force.

14.7 Non-waiver clause. Failure by either of the Parties at any given time to invoke one of the clauses hereunder shall not be deemed to constitute a waiver of the Parties’ subsequent right to invoke the same clause or any other clause of the GTS.

14.8 Good faith. The Parties mutually undertake to always act professionally, loyally and in good faith in their business dealings and in particular to inform each other of any difficulties they may encounter in the performance of the GTS.

14.9 Notifications. Unless otherwise expressly agreed between the Parties, all notices and other communications required or intended under the GTS shall be issued in writing, (i) by personal delivery, or (ii) by registered letter with acknowledgment of receipt sent to the Parties’ domicile as defined above, or (iii) by e-mail with confirmation of receipt. Communications and/or notices sent under the GTS shall be deemed to have been received by the receiving Party on the date and time of signature of the receipt slip or other evidence of receipt appropriate to the method of delivery or on the business day following the initial delivery.

ARTICLE 15. Governing law and jurisdiction

15.1. Governing law. These GTS and any related operations are governed by French Law. They are written in French. If they are translated into one or more other languages, only the French version shall be legally binding in the event of a dispute.

15.2. Jurisdiction. IN THE EVENT OF A DISPUTE OVER THE VALIDITY, INTERPRETATION OR PERFORMANCE OF THESE GTS, VODALYS AND THE USER HEREBY UNDERTAKE TO TRY TO FIND AN AMICABLE SETTLEMENT BEFORE RESORTING TO JUDICIAL PROCEDURES. IN THE EVENT OF A DISPUTE THAT HAS NOT BEEN RESOLVED BY AMICABLE SETTLEMENT WITHIN THIRTY (30) DAYS OF THE FAILING PARTY RECEIVING NOTIFICATION OF THEIR BREACH OF THE GTS, THE COMPETENT COURTS WITHIN THE JURISDICTION OF THE COURT OF APPEAL OF PARIS (FRANCE) SHALL HAVE EXCLUSIVE JURISDICTION.