Terms of Use and Sale

1. Introduction

Welcome to TURBO STUDIO S.A.S., a French company with registered office at 10 rue du colisée 75008 Paris and registered with R.C.S. Paris under number 953 440 716 (“Company”, “we”, “our”, “us”)! As you have just clicked our General Terms and Conditions of Service, please pause, grab a cup of coffee and carefully read the following pages. It will take you approximately 20 minutes.

The purpose of these General Terms and Conditions of Service (GTC) is to define the rights and obligations of the Company and its customer in connection with the services offered the Company to the customer (hereinafter referred to as the "Customer", “you”). 

The present GTC will be available to each Customer at the time of subscribing to an offer. They take precedence over all other documents, and in particular over conditions of purchase

The fact that the Company does not avail itself at a given moment of the present general conditions cannot be interpreted as a renunciation to avail itself of any of the said conditions at a later date.

The Company reserves the right to modify its GTC at any time. In the event of modification of the GTC, the applicable GTC are those in force at the time the order is placed by the Customer.

Our Privacy Policy also governs your use of the Submagic platform and explains how we collect, safeguard and disclose information that results from your use of our web pages. Please read it here.

Your agreement with us includes these Terms and our Privacy Policy (“Agreements”).

You acknowledge that you have read and understood Agreements, and agree to be bound of them. If you do not agree with (or cannot comply with) Agreements, then you may not use the Platform, but please let us know by emailing at david@submagic.co so we can try to find a solution. These Terms apply to all visitors, users and others who wish to access or use the Platform.

Thank you for being responsible.

2. Definitions

In interpreting this Agreement, the Customer and the Company agree to give the following meanings to the terms and expressions listed below.

Contract: means the contract formed between the Parties in accordance with the provisions of Article 4 thereof.

Content: means any information, data, text, images, graphics, audio, video, files, or other materials that the User upload, submit, post, publish, display, link to, store, share, or otherwise make available through the Platform. 

Customer: any individual or legal entity who, for the purposes of their professional activity, wishes to acquire one or more of the services offered by the Company.

Initial Term: means the initial term of the Contract, as specified in Article 5.

License Fee: refers to the price paid by the Customer in exchange for the license right granted by the Company, enabling the Customer to use the Platform as stated in Article 9.

Parties: refers collectively to The Company and the Customer.

Platform: refers to the software platform published by the Company that enables the Customer to upload Content and create shorts. 

Price: refers to the price stated in the Contract paid by the Customer to the Company, including the License Fee and the Services Price. 

Services: refers to the services offered by the Company in particular: 

- Maintenance of the Platform ;

- Platform hosting ; 

- Support, technical assistance and maintenance; 

- Subscription management, including billing and payment.

Services Price: refers to the price paid by the Customer in exchange for the provision of the Services by the Company, as stated in the Contract. 

Subscription: refers to the right to use the Platform, granted by the Company to the Customer, in exchange for payment of the Price, including the Services, according to the terms defined in the Contract. Subscription may be monthly or annual, in accordance with Article 5.

User: refers to any individual within the Customer who accesses the Platform. 

3. Communications

By creating an account on our Platform, you agree to subscribe to receive communications essential for the proper functioning of the Platform and the Services. 

We may also send newsletters, marketing or promotional materials relating to our Services and/or Platform, using the contact details you provided, in accordance with applicable regulations. 

However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or by emailing at [email address]. 

4. Formation of the Contract 

4.1. Free trial

TURBO STUDIO may, at its sole discretion, offer a Subscription with a free trial for a limited period of time (“Free Trial”).

. At any time and without notice, TURBO STUDIO reserves the right to (i) modify the Terms of Service of the Free Trial offer, or (ii) cancel such Free Trial offer.

4.2. Subscription. The Customer may choose to subscribe to a Subscription by selecting one of the available offers, and by selecting the duration of the Subscription (monthly or annual in accordance with Article 5). 

To validate the Subscription, the Customer must follow the following procedure:

Order summary: A summary screen appears before final validation. It shows in particular:

Selected offer;
Subscription duration (monthly or yearly) ;
Total Price, taxes included.

At this stage, the Customer can modify the information entered in the event of an error.

- Acceptance of terms and conditions: the Customer must tick a dedicated box to confirm that he has read and accepted these GTC.

- Final validation: The Customer must click to validate their choice of Subscription which constitutes firm and definitive acceptance of the Subscription and then validate their payment details on the web page of our payment service provider. This second click constitutes an electronic signature. This signature is binding on the Customer.

Once the subscription has been validated, an invoice will be issued and made available on the Customer portal, constituting proof of the transaction (hereinafter referred to as the "Contract"). This invoice will include information relating to the Subscription, such as the offer chosen, the duration, the quantity or metric associated, and the amount paid.

4.3. Subscription management.  The Customer may, at any time and independently via the Customer portal, modify his Subscription by adjusting duration or by choosing another offer, or by terminating the Subscription. Modifications take effect at the end of the current Subscription period.

4.4. The Contract allows the Customer to subscribe to a periodic fee for use of the Platform, including associated maintenance services and any other Services included in the said subscription and as detailed in the order form.

Any modification requested by the Customer can only be taken into consideration if it is received in writing before the Platform and/or Services are made available, it being specified that the Company reserves the sole right to act on such a request.

5. Contract duration

Any Contract entered into between the Parties to govern their rights and obligations with respect to the Platform and the Services shall have the term specified therein ("Initial Term").

The Customer can choose between :

Monthly Subscription: The license to use the Platform is granted to the Customer for an Initial Term of one (1) month, tacitly renewable for successive periods of one (1) month. The Customer may cancel this Subscription at any time via the Platform, by going to the control panel, opening the Billing tab and pressing “Cancel Subscription”. 

‍Annual Subscription: The license to use the Platform is granted to the Customer for an Initial Term of twelve (12) months. At the end of this Initial Term, the Contract is tacitly renewed for successive periods of twelve (12) months, unless terminated by the Customer at any time prior to the Contract anniversary date.

Terminations take effect at the end of the current Subscription period. In the event of termination, access to the Platform and Services will be suspended at the end of the current contractual period, with no refund due for the period already started.

6. Access to the Plarform 

6.1. Access to the Platform shall be made by the Customer on his own equipment and under his own responsibility, in accordance with the instructions given the Company. Thus, the Customer is informed that access to the Platform requires a computer or a smartphone and an Internet connection

6.2. The Company provides the Customer with access to the Platform on a Software-as-a-Service (SaaS) basis.

The Company provides the Customer with various secure and authenticated means of access to the Platform as from the Free Trial period.

Once the Contract has been entered into effect in accordance with Article 4 above, and subject to receipt of payment of the Price as set out in Article 10.1 below, the Customer may continue to use the Platform.

The Company shall not, under any circumstances, be held liable for any consequences resulting from the fraudulent use by a third party of the access credentials provided by the Company to the Customer.

6.3. The Company reserves the right to make any changes or deletions it deems necessary to the Platform and its Services at any time.

7. Content and availability of Services

The Services provided are those selected in the Contract.

7.1. Hosting

7.1.1. In return for payment of the Services Price, the Services includes the hosting of the Platform and the Content, and the provision to the Customer of the storage and processing capacities necessary to ensure proper use of the Platform and satisfactory levels of performance

7.1.2. Hosting of the Platform made available to the Customer is provided under the conditions defined in Appendix 1.   

7.1.3. In any event, the Customer acknowledges that the availability of the Platform may be affected in the event of a force majeure event or any other event beyond the Company's control, and in particular any technical problems, Internet network congestion or failure of any other teletransmission system. The availability of the Platform may also be affected in whole or in part by the implementation of maintenance operations necessary for the proper functioning of the Platform and/or necessary for the prevention or resolution of security breaches.

7.2. Maintenance

7.2.1 Maintenance of the Platform and, where applicable, support for Users, is provided by the Company under the conditions described in Appendix 1. The obligations towards the Customer concerning the maintenance of the Platform are obligations of means.   

7.2.2. Maintenance does not cover anomalies which (i) result from failures affecting the Internet network or the operators' links connecting the Platform to the Internet network, (ii) are attributable to Content supplied or loaded by the Customer and/or the User on the Platform or result from the latter's failure to comply with the Platform's General Terms and Conditions of Use, (iii) are the result of force majeure, (iv) are attributable to the malfunction of third-party software not supplied by the Company, (v) are the result of a breach by the Customer of its obligations under the Contract.

7.2.3. The Customer acknowledges and accepts that due to the hosted nature and remote access of the Platform, the Customer cannot object to any major updates and/or upgrades to the Platform.

7.3. Other services

Other Services may be offered by the Company to the Customer, at the Customer’s request, on quotation.

8. Customer’s obligations

The Customer undertakes:

- to declare complete and accurate information when placing an order, and to update this information in the event of any changes;

- to use the Platform only in the context of its professional activity and in any event not to use them for purposes not provided for in these general terms and conditions;

- to use the Platform in compliance with Article 12 (“Content”) and Article 13 (“Prohibited Uses”);

- train Users in the proper use of the Platform (in compliance with Articles 12 and 13), and make them aware of the nature of the Content they are entitled to upload to the Platform. In this context, the Customer must inform Users of not to upload to the Platform any Content that infringes the rights of third parties, or Content that is illicit or contrary to public decency.

If the Company has to close a Customer's account for failure to comply with its obligations under these terms and conditions, the Company shall be entitled to terminate the Contract in accordance with Article 16.1, without prejudice to any damages the Company may be entitled to claim, as well as possible criminal prosecution where the conduct is likely to qualify as a criminal offence.

9. License of use and rights granted to the Customer

The Company grants the Customer the right to use the Platform in accordance with the license provided below. 

In addition, each User accepts the terms of the license upon initial access to the Platform, constituting their agreement to the terms of use. These conditions can be consulted at any time on the Platform. The Customer will be responsible for ensuring that each User complies with this license.

9.1. Access to the Submagic Service is available via a web browser at www.submagic.co

Use of the Service requires the creation of a personal user account. The User agrees to provide accurate information during registration and to keep it up to date.

The Publisher reserves the right to deny or suspend access to the Service for any User who fails to comply with these Terms and Conditions.

9.2. Each User must create an individual account to access the features of the Service.

The User is solely responsible for maintaining the confidentiality of their login credentials and for all activities conducted under their account. By using the Service, you agree to assume full responsibility for any and all activities or actions carried out through your account, whether your password is used on our Platform or via a third-party service. You must promptly notify us of any breach of security or unauthorized use of your account.

Account sharing with other individuals is strictly prohibited.

You may not use as a username the name of another person or entity that you are not legally entitled to use, nor may you use any name or trademark subject to the rights of a third party without proper authorization. Additionally, usernames must not be offensive, vulgar, or obscene in nature.

9.3. If fraudulent use is suspected, the Publisher reserves the right to temporarily or permanently deactivate the account after notifying the User.

The Service is strictly intended for professional use in line with its purpose.

Any use of the Service that is illegal, unauthorized, or contrary to its intended purpose is strictly prohibited, including but not limited to:

- Mass or automated data extraction,

- Distribution of illegal content or content that violates public order,

- Attempts to breach or disrupt the Service.

9.4. The Service is intended only for access an use by individuals at leats eighteen (18) years old. By accessing or using any of the Company’s services, you warrant and represent that you are at least eighteen (18) years old and have the full authority, right, and capacity to enter into this agreement and abide by all of the terms and conditions. 

9.5. When you create your account on the Platform, you guarantee that you are above the age of eighteen (18) and that information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete or obsolete information may result in the immediate termination of your account on the Platform. 

10. Price, billing and payment terms 

10.1. In consideration for the provision of the License and the Services, the Customer undertakes to pay the Price, which involves the License Fee and the Services Price. All amounts included in the Price and referred to in the Contract are :

- in euros if the Customer’s head office is located into the EU, and in US dollars if the Customer’s head office is located outside the EU. The Company reserves the right to authorize payment in new currencies as part of its international development.

- exclusive of tax and any surcharges. 

The Price is billed on a monthly or annual basis. 

You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription.

If the Company has issued a quotation for the provision of other Services, the payment and invoicing conditions will be described in the said quotation.

10.2. A valid payment method, including credit card, is required to process the payment of the Price. You shall provide TURBO STUDIO with accurate and complete billing information including full name, address, state, zip code, country, telephone number, and valid payment method information. By submitting such payment information, you automatically authorize TURBO STUDIO to charge the Price incurred through your account to any such payment instruments.

Should automatic billing fail to occur for any reason, TURBO STUDIO will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

10.3. Any sum not paid on time will bear interest at a rate equal to the interest rate applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points, and will give entitlement to the payment of a fixed sum of 40 euros as compensation for collection costs. Late payment penalties are payable from the first day of delay, without the need for formal notice, and run until full payment of all sums due, including interest. 

The Customer may not invoke any cause whatsoever to defer or modify the terms of payment or to proceed to a unilateral reduction of the price.

In the event of non-payment within the stipulated period and 48 hours after formal notice has been served, the Company shall have the right to demand immediate payment of the outstanding balance, to suspend performance of its obligations, without prejudice to the right to claim damages and/or termination of the contract in accordance with Article 18.1 below.

10.4. If you are eligible for a discount, please note that you cannot use more than 1 (one) discount per Subscription.

10.5. TURBO STUDIO, in its sole discretion and at any time, may modify the Price for the Subscriptions. Any Price change will become effective at the end of the then-current Billing Cycle.

TURBO STUDIO will provide you with a reasonable prior notice of any change in Price to give you an opportunity to terminate your Subscription before such change becomes effective.

Your continued use of the Platform and/or the Services after the Price change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

11. Refunds

All monthly and annually fees are non-refundable. You can cancel your Subscription at any time yourself (by going to your control panel, opening the Billing tab and pressing Cancel Subscription). Your cancellation will take effect at the end of the current Billing Cycle.

12. Content

Our Platform allows you to post, link, store, share Content. You are responsible for the Content that you post on or through the Platform, including its legality, reliability, and appropriateness.

By posting Content on or through the Platform, you represent and warrant that: (i) the Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) the posting of your Content on or through the Platform does not violate the privacy rights, publicity rights, copyrights, contract rights, or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on a copyright.

You retain any and all of your rights to any Content you submit, post, or display on or through the Service, and you are responsible for protecting those rights. We take no responsibility and assume no liability for the Content you or any third party posts on or through the Platform. However, by posting Content using the Platform, you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Platform. You agree that this license includes the right for us to make your Content available to other users of the Platform, who may also use your Content subject to these Terms. TURBO STUDIO has the right but not the obligation to monitor and edit all Content provided by users.

To opt out of TURBO STUDIO using your Content for any reason, email david@submagic.co from the address linked to your Submagic account. State clearly you do not consent to use of your Content. We will then not use it without your written consent. Without opt-out, we retain the license to use Content as promotional case studies.

Users may also use our artificial intelligence technology or copywriting services to obtain new Content. If this is your case, you are responsible for using this Content and will be responsible for ensuring that this content does not violate the privacy rights, publicity rights, copyrights, contract rights, or any other rights of any person or entity.

Furthermore, the Customer acknowledges that due to the nature of the artificial intelligence technology, the output generated by the Platform may not be unique, that other customers may obtain identical or similar output, and that the output generated may be identical or similar to third-party data protected by intellectual property rights. The Customer acknowledges these intrinsic limitations to generative artificial intelligence technology and assumes full responsibility for the use, interpretation and dissemination of the generated output. The Company cannot be held responsible for any inaccuracies, errors or "hallucinations" in the output generated by the Platform. 

In certain cases, our artificial intelligence may create content that is deemed inappropriate or offensive. TURBO STUDIO will not be held legally responsible if that happens.

When you upload or post Content to our Platform, you confirm that you:

- have the legal right to do so;

- are not prevented to do so (for example, by any applicable law or confidentiality obligations);

- are not acting in violation of the intellectual property rights (including moral rights) of any person (which includes natural persons and body of persons - - corporate or unincorporate), or their right to privacy, when doing so;

- have the explicit consent to do so from the people featured in your videos (or similar) and agree to supply their explicit written consent which you obtained on our request; and

- have the explicit consent to do so when your video (or similar) features places that require permission to be sought in order to be featured. 

You warrant that any such contribution by you (by uploading your content to our Platform) complies with these terms, and you will be liable to us and indemnify us for any breach of this warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our Platform constitutes a violation of their intellectual property rights, or of their right to privacy.

13. Prohibited Uses

You may use the Platform only for lawful purposes and in accordance with the Terms.

You agree not to use the Platform :

(a) In any way that violates any applicable national or international law or regulation.

(b) For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content or otherwise.

(c) To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation.

(d) To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity.

(e) In any way that infringes upon the rights of others or is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.

(f) To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Service or which, as determined by us, may harm or offend the Company or users of the Platform or expose them to liability.

Additionally, you agree not to:

(a) Use the Platform in any manner that could disable, overburden, damage, or impair the Service or interfere with any other party's use of the Service, including their ability to engage in real-time activities through the Platform.

(b) Use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform .

(c) Use any manual process to monitor or copy any of the material on the Platform  or for any other unauthorized purpose without our prior written consent.

(d) Use any device, software, or routine that interferes with the proper working of the Platform.

(e) Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

(f) Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service, the server on which the Service is stored, or any server, computer, or database connected to the Service.

(g) Attack the Service via a denial-of-service attack or a distributed denial-of-service attack.

(h) Take any action that may damage or falsify the Company's rating.

(i) Otherwise attempt to interfere with the proper working of the Service.

14. Personal data - Confidentiality 

14.1. Customer's personal data

The information requested from the Customer is necessary to process the order and execute the Contract.

If the Customer agrees to provide personal data, in accordance with the French Data Protection Act, he or she has the right to access, oppose, rectify, limit and delete personal data at any time. 

To exercise his rights, the Customer may, at his option, send an e-mail to the Company at the following address: [à compléter], or a letter to the address indicated in article 1.

In order to protect the personal data collected, it is not transferred outside the European Union. Personal data is hosted on a server located in Europe. 

The Customer is invited to visit the following page [hyperlink to privacy policy] in order to learn more about the Company's current privacy policy. 

If, in the course of providing a Service ordered by the Customer, the Company is required to process Users' personal data, the terms set out in Appendix 2 hereto shall apply.

14.2. Confidential information

The Contract as well as all information, data, technical formulas or concepts exchanged between the Parties or of which they become aware during the performance of the Contract, in whatever form, will be considered confidential (hereinafter the "Confidential Information").

Each Party undertakes to protect the Confidential Information of the other Party, not to disclose it to third parties without the prior written authorization of the other Party, and not to use it for purposes other than the performance of the Contract. In this respect, the Parties undertake to ensure that their employees, consultants and subcontractors, if any, comply with this obligation of confidentiality. 

Each Party shall be released from its confidentiality obligations with respect to all information :

(i) which was in the possession of that Party prior to its disclosure by the other Party without such possession resulting directly or indirectly from the unauthorized disclosure of such information by a third party,

(ii) which are in the public domain at the date of acceptance of the Contract or which would fall into the public domain after this date without the cause being attributable to the breach by this party of its confidentiality obligations under the Contract,

(iii) that have been independently developed by that Party, or

(iv) the disclosure of which is required by law or by a competent judicial or administrative authority, or made necessary for the purposes of a legal action and/or proceeding.

The Parties undertake to comply with the obligations arising from this Article throughout the term of the Contract and for three (3) years following its termination.

Each of the Parties undertakes to return to the other Party, as soon as possible after termination of the Contract for any reason whatsoever and at the request of the other Party, all documents provided to the other Party under the Contract.

15. Intellectual Property

15.1. The Platform and its original content (excluding Content provided by Users), features, and functionality are and will remain the exclusive property of TURBO STUDIO and its licensors. The Platform is protected by copyright, trademark, and other laws of foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of TURBO STUDIO.

15.2. In the event of use exceeding the use defined in the accepted order, the Customer exposes himself to an infringement action. 

15.3. Upon payment of the License Fee specified in Article 10.1 and acceptance of these General Terms and Conditions, the Company grants a personal, non-transferable and non-exclusive right to use the Platform. The right to use the Platform is exclusive of the granting of any other right and does not in any case imply the right to do any act not expressly authorized and in particular the rights of copying, translation, adaptation, arrangement or any other modification of the Platform and/or its components.

15.5. Under the license granted by this Agreement, the Customer agrees not to (i) adapt the Platform, compile, decompile, disassemble, translate, analyze, reverse engineer or perform any other operation intended to access or attempt to access all or part of the source codes, or to reuse it for commercial purposes or to create a similar service, and/or (ii) to extract or reuse, including for private purposes, a substantial or non-substantial part of the content of the databases and archives included in the Platform and/or (iii) more generally to infringe, directly or indirectly or through the intermediary of third parties with whom it is associated, the intellectual property rights of the Company.

15.6. The Company may use the Customer's name as a business reference, unless the Customer requests otherwise in writing.

16.  Warranty and Liability

16.1. The Company does not guarantee the continuity and quality of communications links with the Customer. Thus, communications with the Platform may be interrupted without notice for a reasonable period of time, in particular for maintenance reasons or for any reason other than a fault on the part of the Company. In particular, the Company may not be held responsible for failures or malfunctions in the communication networks used. 

16.2. The Company shall not be held liable for any improper or inappropriate use of the Platform by the Customer or Users.

16.3. The Company undertakes to take the utmost care, in accordance with the rules of its art, in carrying out its assignments. The Company may only be held liable in the event of negligence which the Customer must prove. In this respect, the Company cannot be held liable in the event of non-performance or improper performance of the Contract by the Customer. 

Unless otherwise provided for in the Contract, the Customer acknowledges that the Company does not verify the Customer's system configuration and/or analyze the suitability of the Platform and/or the Services for the Customer's needs. The Customer acknowledges having received from the Company all necessary information enabling it to assess the suitability of the Platform and/or the Services for its needs.

In the event of doubt as to the interpretation of any clause or in the absence of any statement enabling the scope of the Company's obligations to be determined, the Customer acknowledges that the Company's obligations are to be understood as obligations of means.

THE COMPANY DOES NOT GUARANTEE THE PERFORMANCE OR RESULTS OBTAINED BY USING THE PLATFORM.

Under no circumstances will the Company be held liable for any indirect loss, in particular moral prejudice, loss of clientele, loss of results, loss of data, etc. that the Customer may suffer.

IN ITS DEALINGS WITH THE CUSTOMER, UNDER NO CIRCUMSTANCES, EXCEPT FOR GROSS NEGLIGENCE, SHALL THE COMPANY'S LIABILITY EXCEED THE AMOUNT PAID BY THE CUSTOMER FOR THE PLATFORM AND SERVICES COMPLAINED OF IN THE TWELVE (12) MONTHS PRECEDING THE COMPLAINT. 

Any claim must be made by registered letter with acknowledgement of receipt addressed to the Company”s head office within a period not exceeding one year from the date of discovery of the facts likely to give rise to the said claim.

The present clause shall remain applicable in the event of nullity, resolution or termination of the present Contract.

17.  Assignment

Under no circumstances may the Contract be transferred in whole or in part, whether in return for payment or free of charge, by the Customer without the Company’s express prior written consent.

The Company reserves the right to use any subcontractor of its choice. 

The Company also reserves the right to assign this Contract without formalities, subject to informing the Customer in advance.  

18.  Termination / Force majeure

18.1 Cancellation

Notwithstanding Article 5, in the event of a serious breach by the Customer of one of its contractual obligations which has not been remedied within 30 days of the sending by the Company of a registered letter with acknowledgement of receipt notifying the Customer of the said breach, the Company may automatically terminate all or part of the Contracts entered into by the Customer with the Company.

In particular, the following shall be considered as serious breaches: failure to comply with the Customer's obligations as defined in Article 8, failure to comply with the payment obligation as set out in Article 10, failure to comply with Articles 12 and 13,  any infringement of the Company's intellectual property rights, failure to comply with the confidentiality obligation and, more generally, any disloyal behaviour detrimental to the Company.

18.2. Force majeure

In the event of force majeure, performance of the Contract will be suspended immediately. If the case of force majeure continues for more than 90 days, the Contract may be terminated at the initiative of either Party, without entitlement to compensation on either side.

Force majeure includes: natural disasters, strikes, riots, wars, epidemics, floods, fire, acts of God, earthquakes, communication malfunctions.

19.  Reversibility

Upon expiry or termination of the Contract, the Customer will no longer have access to the Services and the Platform. The Customer must therefore have, prior to this expiry or termination date, retrieved and saved all of its Content and the output generated by the Platform.

Insofar as it is not possible to organize an autonomous extraction of the data, the Customer may request, by registered letter with acknowledgment of receipt and subject to thirty (30) days' notice, that the Company return to the Customer the raw Content and/or output saved in its latest version and in a standard format defined and specified by the Company. If the volume of Content and/or ouputs is too large, the said service and return may be invoiced at the current rate.

It is specified that if the Customer has not expressed his desire to obtain this return within sixty (60) days following the expiry date of the Contract or its termination, the Company will proceed to destroy the Customer's data, files and documents in order to render them unusable and as a security measure. This erasure will be carried out on all environments and servers, on production and test data as well as on all backed-up data, in accordance with the contractual conditions and depending on the retention periods of the validated backups.

Unless otherwise stipulated in the Contract, no other reversibility service is included. Any additional request, service request, and in particular reversibility services, may be studied by the Company and be the subject of a technical and commercial proposal for specific additional services which must be approved in advance by the Parties before any implementation.

In any case, the provision of reversibility services is subject to full payment of the sums due by the Customer to the Company under the Contract.

20. Attribution of competence / Attribution of jurisdiction

THESE TERMS AND CONDITIONS AND THE TRANSACTIONS REFERRED TO HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF FRANCE. 

THE “TRIBUNAL DES ACTIVITES ECONOMIQUES” OF LYON SHALL HAVE SOLE JURISDICTION TO HEAR ANY DISPUTES ARISING IN ANY RESPECT WHATSOEVER FROM THESE GENERAL TERMS AND CONDITIONS AND THE CONTRACTS TO WHICH THEY APPLY.  

21. General provisions

The cancellation of any of the clauses or paragraphs contained in these general terms and conditions, in particular by a court decision, shall not affect the other provisions, which shall continue to have full and complete effect.

The fact that one of the Parties does not avail itself of a breach by the other Party of any of its obligations hereunder shall not be construed as a waiver of such obligation for the future.

22.  Proof 

In the event of a dispute, the Parties agree to consider the email and exchanges via the Platform as an original written document valid as perfect proof, and waive their right to contest this means of proof.

Appendix 1 - Hosting and maintenance

1. Hosting 

The Platform is accessible to Customers and Users at all times, 24 hours a day, including Sundays and public holidays. 

In the event of total unavailability of the Platform, the Company undertakes to restore access to the service. 

The Customer is informed that the Company cannot be held responsible for Internet network malfunctions that make it impossible to connect to the Platform.

Likewise, the Company cannot be held responsible for outages or maintenance related to the artificial intelligence technology used to operate the Platform. The Customer is free to consult the accessibility status of the services on the website of the publishers of these artificial intelligence systems

2. Support and Maintenance 

The Company performs support and maintenance operations to ensure continuity and quality of service. 

Our support and maintenance teams are available Monday to Friday from 9:00 am to 6:00 pm.

The Company will inform the Customer in advance of any maintenance operation, of the possible consequences on the accessibility of the service and of the foreseeable duration of any interruption in the accessibility of the service. 

The notice period is set at 5 working days. Scheduled maintenance may be interrupted for no more than 1 hour.

The Company shall not be held responsible for the impact of any unavailability of services on the Customer's activities, unless the Customer has not respected the notice period agreed in the present contract.

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Appendix 2 

Personal data

Purpose, duration of processing and categories of data subjects. As part of the provision of the Services, THE COMPANY may have access, as a subcontractor, to personal data within the meaning of Law n°78-17 of January 6, 1978 relating to information technology, files and freedoms and European Regulation 2016/679 of April 27, 2016 relating to personal data (hereinafter referred to as the "Regulation"). THE COMPANY may thus be required to process such data on behalf of the Customer, the data controller, for the sole purpose of providing the Services and access to the Platform, and for the duration stipulated in the Contract.

Nature and purpose(s) of processing. THE COMPANY undertakes not to process the personal data transmitted for purposes other than those of the Customer, i.e. the performance of the Services referred to in the Contract and in particular the hosting and maintenance of the Platform. 

Registers. THE COMPANY keeps all the registers required and whose content is defined by article 30(2) of the Regulations and makes them available on request.

Personal Data Protection Officer. In accordance with Articles 38 and 39 of the Regulation, THE COMPANY's personal data protection delegate or department responsible for personal data protection can be contacted at the following contact details: tsifei@submagic.co

Obligations of the Customer to THE COMPANY. The Customer undertakes to :

- provide THE COMPANY with all the data required to fulfil its obligations under the Regulation; 

- document in writing any instructions concerning the processing of data by THE COMPANY ; 

- ensure that THE COMPANY complies with the obligations set out in the Regulations beforehand and throughout the processing period;

- undertakes to respond within fifteen (15) days to any request from THE COMPANY relating to the processing of personal data in connection with the provision of the Service;

- comply with the obligations incumbent on it in its capacity as data controller, under the provisions of the Regulation.

THE COMPANY's obligations towards the Customer. THE COMPANY guarantees that it implements all necessary measures to preserve the security, integrity, availability, resilience and confidentiality of the personal data to which it may have access or which may be communicated to it within the framework of the performance of the Contract. Also, THE COMPANY undertakes to take all the measures required under Article 32 of the Regulation and in particular the appropriate technical and organizational measures, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing, which would be necessary for compliance by itself and its staff with these obligations of security, integrity and confidentiality, and in particular to:

- process and consult such personal data and files only in accordance with the Customer's instructions, including transfers of personal data to third countries or international organizations, unless THE COMPANY is required to do so under European Union or French law; in such case, THE COMPANY will inform the Customer of this obligation prior to processing, unless the law prohibits such information for important reasons of public interest;

- not to process or consult the said personal data or the files in which they appear for any purpose other than the performance of the Service that it carries out for the Customer under the terms of the Contract; 

- not to insert in the processing of personal data any data not related to the said processing; 

- take all necessary measures to prevent any misappropriation, malicious or fraudulent use of personal data and files ;

- take all necessary precautions to protect the security of said personal data, to ensure that they are not distorted, damaged or accessed by unauthorized third parties, and to prevent any access not previously authorized by the data controller;

- take all measures to (i) guarantee the ongoing confidentiality, integrity, availability and resilience of the processing systems and services used, (ii) restore the availability of and access to personal data within an appropriate timeframe in the event of a physical or technical incident, and (iii) regularly test, analyze and evaluate the effectiveness of these measures;

- to refrain from consulting and processing personal data other than that covered by these terms and conditions, even if access to such personal data is technically possible;

- ensure that persons authorized to process personal data give a written undertaking to respect the confidentiality of such data or are subject to an appropriate legal obligation of confidentiality, and receive the necessary training in the protection of personal data;

- not to disclose, in any form whatsoever, all or part of said personal data;

- not to copy or store, in any form or for any purpose whatsoever, all or part of the said personal data contained on the media or documents entrusted to it or collected by it during the performance of the Contract (apart from the technical operations strictly necessary for the performance of the Contract).

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Deletion and reversibility of data. At the end of the Contract, THE COMPANY undertakes to return the files held and the personal data processed on behalf of the Customer under the conditions provided for in the Contract, and to destroy all manual or computerized files storing the said files and personal data (and any copies thereof) after checking with the Customer that the latter does in fact have this information, unless European Union law or French legislation requires the retention of such personal data.

Subsequent subcontractors. Furthermore, THE COMPANY undertakes to inform and sign a written contract with each subcontractor requiring the latter to comply with the standards laid down by the Regulation, it being specified that in the event of non-compliance by a subcontractor with its obligations in terms of personal data protection, THE COMPANY will remain fully liable to the Customer.

The Customer hereby gives its general consent to the recruitment of other subcontractors for the purpose of processing personal data. THE COMPANY will provide a mechanism to allow the Customer, upon request, to be notified when the list of subcontractors is updated.

Security and confidentiality. With respect to the security and confidentiality of personal data, THE COMPANY undertakes to (i) keep personal data strictly confidential, (ii) implement within its services, including its hosting infrastructure, the appropriate organizational and technical measures to protect personal data, and (iii) establish, maintain and provide on first request a description of the measures implemented to protect personal data (it being recalled that the Customer is solely responsible for the security, access and protection of personal data on its own information system).

Taking into account the state of the art, the costs of implementation, the nature, scope, context and purposes of the processing, as well as the risks to the rights and freedoms of natural persons, the degree of probability and seriousness of which varies, the parties will implement appropriate technical and organizational measures to ensure a level of security appropriate to the risks, including in particular, as required:

- means to guarantee the ongoing confidentiality, integrity, availability and resilience of processing systems and services; 

- the means to restore availability and access to personal data in a timely manner in the event of a physical or technical incident; and

- a procedure for regularly testing, analyzing and evaluating the effectiveness of technical and organizational measures to ensure the security of processing. 

When assessing the appropriate level of security, particular account shall be taken of the risks presented by the processing, in particular relating to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to personal data transmitted, stored or otherwise processed. The Parties shall take measures to ensure that any natural person acting under the authority of either Party and having access to personal data shall process such data only on its instructions, unless required to do so by Union or Member State law.

Cooperation. THE COMPANY also undertakes to cooperate with the Customer with a view to :

- to notify THE COMPANY as soon as possible of any data subject requests received, and to cooperate reasonably with THE COMPANY to enable THE COMPANY to comply with its obligations under the Regulations in relation to such requests. The Customer will bear any reasonable costs arising from THE COMPANY's assistance in complying with such obligations;

- compliance by the Customer with its own obligations in terms of security and confidentiality of personal data;

- compliance with the obligation to notify the supervisory authority and inform the data subject of a personal data breach. THE COMPANY will notify the Customer as soon as possible upon becoming aware of a personal data breach and will respond reasonably to requests for additional information from the Customer, in order to assist the Customer in fulfilling its obligations under Articles 33 and 34 of the Regulation ;

- to inform the Customer as soon as possible if, in its opinion, an instruction constitutes a breach of the Regulation or of other provisions of European Union law or of the law of the Member States relating to data protection; 

- the performance of impact analyses relating to data protection, or in the event of prior consultation of the CNIL by the customer.

Control and audit. The Customer reserves the right to carry out, at its own expense, any verification that it deems useful to ascertain THE COMPANY's compliance with its obligations hereunder, in particular by means of audits or inspections. These verifications may be carried out no more than once a year, by the Customer itself or by a third party that it has selected, commissioned and mandated for this purpose, not in competition with THE COMPANY. Within this framework, THE COMPANY will make available to the Customer or said third party the information necessary to provide proof of compliance with the obligations set out in this Contract, and undertakes to contribute to said audits. Audits must enable an analysis of the Customer's compliance with the present and applicable provisions regarding the protection of personal data, and in particular to ensure that adequate technical and organizational security and confidentiality measures are implemented, that they cannot be circumvented without this being detected and that, in such a hypothesis or in any other hypothesis of the occurrence of a personal data breach, a notification and processing procedure by THE COMPANY is implemented in order to remedy it without delay. More generally, each of the Parties guarantees to the other that it will comply with its legal and regulatory obligations with regard to the protection of personal data.

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Data transfer. THE COMPANY will ensure that, to the extent that any personal data originating from the European Union is transferred by it to another processor in a country or territory outside France and/or the European Union that has not been the subject of a binding adequacy decision by the European Commission or the competent national data protection authority, such transfer is subject to an appropriate transfer mechanism, ensuring an adequate level of protection under the terms of the Regulation.

Liability. In any event, it is reminded that the Service provided by THE COMPANY constitutes a contributory but not sufficient element to the Customer's compliance with all regulatory requirements in terms of data protection, and that THE COMPANY's responsibility in terms of regulatory compliance is strictly limited to the scope of the Service operated by it. The Customer must have, without this list being exhaustive, an information system adapted to the processing of personal data, a risk and impact analysis where applicable, a security policy for its information system, a charter for the use of IT resources, a training and awareness program for its users on security and data protection, under its sole responsibility. Under no circumstances may THE COMPANY be held liable in the event of failure by the Customer to comply with the organizational and technical measures for the protection of personal data incumbent upon him, nor more generally in the determination by him of the categories of data collected and/or loaded by him within the Services, the purposes pursued and the processing implemented by him or at his request.

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