2Eintro TERMS AND CONDITIONS

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PREAMBLE

Content to Emotion, a simplified joint stock company under French law, with capitalization at 18,500 euros, registered under SIREN [French tax authority identification number] 511 423 899, whose registered office is located at 4, rue Galviani – 75017 Paris (hereinafter Content to Emotion) publishes a digital solution allowing its Customers to create, update, publish, and manage innovative videos using Content in all forms directly uploaded by them or for them to the 2Emotion Platform.

In order to create their videos, Customers may either use the 2Emotion Platform for uploading Content, which will then be assembled and compiled in order to create a Video, or provide a mandate to Content to Emotion to do so for them. Once such Videos created, Customers may update, translate, and publish them on Reception Platforms (Internet sites, social networks, and all other digital platforms), using the 2Emotion Platform hosting said Videos. Such publication may be manual or automatic. With regard to automatic publication, any modifications made to the Video and validated on the 2Emotion Platform on behalf of the Customer, will automatically modify the Video published on the Reception Platforms.

The present General Terms and Conditions (hereinafter GTCs), drafted in accordance with Article L.441-6 of the French Commercial Code shall apply ipso jure to the Service provided by Content to Emotion to its Customers under the framework of its business. The GTCs shall prevail over all other purchasing terms, application of public policy provisions in the French Government Procurement Code excepted.

Content to Emotion hereby reserves the option of modifying the GTCs and rates for its Service at any time. The Customer shall be informed of modifications hereto by e-mail. Such modifications shall come into force one month after sending the Customer the new contractual and/or pricing provisions, unless refused by the Customer by writing to the following address: support@2emotion.com, such refusal shall terminate the present GTCs ipso jure and at no cost..

It is hereby expressly agreed that signature of Special Terms and Conditions as defined hereinafter and the GTCs shall be deemed acceptance of electronic communications (e-mail, etc.) exchanged between the Parties as means of proof. Printouts of such electronic communications shall be deemed an original document with probative force between the Parties.

1.Definitions

With regard hereto, the terms below shall be understood as follows:

  • “Customer:” shall be understood as a natural or legal person contracting with Content to Emotion under the framework of its professional activity.
  • “Account:” shall be understood as the access portal for the 2Emotion Platform and the associated Service reserved for the Customer accessible on the www.2emotion.com website. Such access shall be accomplished using the “Login” tab and the Customer’s Identification.
  • “Content:” shall be understood as the items, of any kind, uploaded by the Customer to the 2Emotion Platform, in order to create a Video. Such Content may be, among other things, videos, photographs, hypertext links, texts, or any other content of any type.
  • “Contract:” shall be understood as the contractual unit formed by the present General Terms and Conditions (GTCs), the Special Terms and Conditions, and any Appendices thereto.
  • “Special Terms and Conditions:” shall be understood as the commercial document (estimate, bid proposal) appended hereto setting forth the Customer’s identity as well as the various options selected for the Service (licensing mode, commitment term, financial terms, etc.)
  • “Identification:” shall be understood as the identifying confidential code and password allowing access to the Account. Such Identification shall be provided by Content to Emotion for the Customer’s sole use who shall be solely responsible therefor.
  • “Full Service Mode” shall be understood as the specific case where the Customer does not access the 2Emotion Platform and mandates Content to Emotion to directly create Videos on the Customer’s instructions using the Content provided.
  • “2Emotion Platform:” shall be understood as the platform offering the automatic Video generation Service developed by Content to Emotion, which is a professional solution for creating, updating, publishing, and monitoring commercial videos hosted by Content to Emotion.
  • “Reception Platform:” shall be understood as the digital platform (Internet site, social network, or any other type of digital platform) where the Customer directly publish its Videos using the 2Emotion Platform.
  • “Service” shall be understood as all services offered by Content to Emotion to the Customer as detailed in Article 5 hereof as well as the Special Terms and Conditions.
  • “Users:” shall be understood as persons (employees, partners, service providers…) related to the Customer and designated thereby to create Videos using the 2Emotion Platform. The Identification shall be provided by the Customer, under their sole responsibility.
  • “Videos:” shall be understood as the animations produced using the 2Emotion Platform and the associated Service, provided in the following formats: Macromedia Flash, HTML5, or compressed video. Please note that these animations may be used on websites, in physical stores, and in advertising.

 2.Acceptance of the General Terms and Conditions

The Customer’s signature on any Special Terms and Conditions which may be appended hereto shall imply complete acceptance hereof by the Customer.

3.Purpose

The purpose hereof is to define the terms and conditions for using the 2Emotion Platform (excluding Full Service Mode) and the Service (including Full Service Mode).

4.Right-of-Use

In return for effective payment by the Customer of the sum provided for in the quotation attached hereto, Content to Emotion shall grant the Customer, who hereby accepts, a simple non-exclusive and non-transferable license to use the 2Emotion Platform throughout the world, including the following rights:

  • The right to use the 2Emotion Platform for the Customer’s own Content, solely for professional use, in accordance with the Customer’s operating environment,
  • The right to provide access to the Platform to Users of its choice, and in particular to the Customer’s employees responsible for creating Videos.

Such right-of-use shall be granted assuming the Customer has not chosen Full Service Mode.

In any case, the Customer shall only use the documentation (which may be provided by Content to Emotion) associated with the Service for exercising the rights granted hereunder.

4.1 Third Party Use of the 2Emotion Platform

The Customer shall not, under any circumstances, transfer, delegate, or sub-license the right to use the 2Emotion Platform to a third party, directly or indirectly, in any manner whatsoever without Content to Emotion’s prior written consent.

In other words, in order to grant sub-licenses and market access to the 2Emotion Platform and the associated Service to third parties, the Customer must have signed a specific agreement with Content to Emotion beforehand.

5.Service Content

The duration, usage type, number of Accounts, options selected by the Customer for Videos, and their quantity and ownership shall be defined in the Special Terms and Conditions appended hereto. In addition to access to the 2Emotion Platform and the Video generation service, the Service shall include the following associated services:

  • 2Emotion Platform maintenance in order to ensure its correct operation. Should a Service fault occur, Content to Emotion shall make all due effort to correct the issue as quickly as possible.
  • Comprehensive assistance shall be provided by telephone and e-mail based on Content to Emotion’s availability who shall provide a response within a reasonable timeframe;

 6.Access Modalities

6.1 Account Opening

Access to the 2Emotion Platform (excluding Full Service Mode) and the associated Service shall be subject to opening an Account. Prior to an access request and opening an Account, the Customer must provide Content to Emotion with certain information (last name, first name, e-mail address, company, position)

The Customer must ensure such information is accurate and inform Content to Emotion when it must be updated, in particular when an employee having access to the 2Emotion Platform leaves the company.

The Customer hereby acknowledge being informed that Content to Emotion may refuse to open an Account and therefor access to the 2Emotion Platform and the Service:

  • for a Customer who has not provided the information required to open an Account
  • for a Customer subject of a previous contract with Content to Emotion terminated within the last year, or for repeat offenders, following a breach of the Customer’s contractual obligations;
  • for a Customer who has not paid in full any sums due to Content to Emotion with regard to a previous contract signed with Content to Emotion;
  • If it seems the Customer is attempting to commit fraud prejudicial to Content to Emotion;
  • For any other legitimate reason.

Should the information regarding the Customer’s registration not be up-to-date, complete, and/or accurate, Content to Emotion reserves the right to temporarily suspend or definitively terminate the Customer’s access to the 2Emtoion Platform, without delay or prior notice, following a request for correction remaining fruitless.

 6.2.      Accessibility – Minimum Terminal Configuration

It is hereby specified that the present article shall not apply to Customers who have selected Full Service Mode.

The 2Emotion Platform shall be accessible 24-hours-a-day, 7-days-a-week except in cases of force majeure or an event beyond Content to Emotion’s control and subject to any breakdowns or servicing required for the 2Emotion Platform’s and the equipment’s correct operation. Indeed, Content to Emotion shall make all due effort to guarantee availability of the 2Emotion Platform, subject hereof, and the accessibility thereof for the Customer. Nevertheless, Content to Emotion shall not be held liable for disruptions, interruptions, and/or anomalies not under its responsibility which may affect transmissions over the Internet and more generally over the communications network, regardless of magnitude or duration.

Content to Emotion may interrupt access to all or part of the 2Emotion Platforms and the associated Service for maintenance reasons, in order to improve or install new functional features, in order to audit correct operation, or for malfunctions or threatened malfunctions.

Content to Emotion shall inform the Customer, by any means and without undue delay, of the occurrence of maintenance operations.

In this case, Content to Emotion shall not be liable for any compensation or damages with regard to the Customer, under any heading whatsoever.

 6.3.      Identification Confidentiality

The present article shall not apply to Customers who have selected Full Service Mode.

2Emotion Platform and associated Service access and right-of-use are personal and may not be transmitted to a natural or legal person other than those restrictively listed in the Special Terms and Conditions and identified as Users.

Users shall access the 2Emotion Platform and the associated Services using Identification provided by Content to Emotion to the Customer’s legal representatives when opening access to the Service. On this point, it is hereby stated that the use of Identification by Users identified in the Special Terms and Conditions shall be under the Customer’s sole responsibility.

The Customer shall rigorously keep the Identification secret, not communicate it to anyone, other than the Users, take all due steps to maintain its confidentially, inform Content to Emotion if the Account is used without authorization as soon as the Customer becomes aware of it, and shall ensure compliance with such obligations by the Users designated in the Special Terms and Conditions.

The Identification providing for accessing the 2Emotion Platform and the associated Service shall be used exclusively by the Customer and/or Users and may not be loaned, granted, or transferred to third parties with or without valuable compensation.

The Parties hereby expressly agree that any operation performed using the Customer’s Identification shall be deemed to have emanated from the Customer who shall be solely responsible for it with respect to Users.

Content to Emotion shall guarantee the 2Emotion Platform’s and the associated Service’s reliability and confidentiality and shall take all due steps to prevent disclosure of the Identification assigned to the Customer.

The Parties hereby agree that any breach of the present article may result in the Contract’s termination ipso jure.

 7.Customer Obligations

7.1 General Obligations

In order to allow Content to Emotion to provide the Service under the best conditions, the Customer shall:

  • provide Content to Emotion with all documents and information in their possession and required to perform the Service;
  • comply herewith as well as with the appended Special Terms and Conditions;
  • comply with Content to Emotion’s rights regarding all tangible and intangible 2Emotion Platform and Service elements;
  • guarantee Content to Emotion that it is the owner or title holder for all rights regarding the Content to be used to create the Videos and its distribution via the 2Emotion Platform and Service;
  • inform Content to Emotion without undue delay of any fraudulent use of its Identification or a breach of its Videos hosted on the 2Emotion Platform committed by a third party or a malicious User;
  • keep its Identification secret and not communicate it to any third party not listed among the Users
  • Act in good faith and with due diligence with regard to Content to Emotion and third parties,
  • Be honest and sincere in the information provided to Content to Emotion and, where appropriate 2Emotion Platform Users,
  • Use the 2Emotion Platform in accordance with the purpose described herein,
  • Not divert the 2Emotion Platform’s purpose in order to commit crimes, misdemeanors, or offences covered by the French Penal Code or any other law,
  • Comply with third party privacy and the confidentiality of all dialogue with Content to Emotion,
  • Not prejudice Content to Emotion through the Videos,
  • Not seek to damage, as defined in Article 323-1 and following of the French Penal Code, the automatic data processing systems used by Content to Emotion

In compliance with applicable legal and regulatory provisions and in accordance with the Law dated July 29th, 1981 regarding freedom of the press, Customers shall not disseminate in their Videos any message or information:

  • constituting inaccurate denigration concerning Content to Emotion
  • contrary to the public order and good morals,
  • of an abusive, defamatory, racist, xenophobic, or revisionist nature, or attacking the honor or reputation of others,
  • inciting discrimination, hatred of a person or group of persons based on their origins, belonging or not belonging to a given ethnicity, nation, race, or religion,
  • threatening a person or group of persons,
  • of a pedophile nature,
  • inciting committing misdemeanors, crimes, or acts of terrorism, or making apologist arguments for war crimes or crimes against humanity,
  • inciting suicide,
  • allowing third parties to procure, directly or indirectly, pirated software, software serial numbers, software providing for committing acts of piracy and intrusion in computer and telecommunications systems, viruses, and other logic bombs, and more generally any software tool or other providing for attacking others’ rights and the safety of persons and property.
  • Illicit and commercial in nature (prospecting, soliciting, prostitution…)

The Customers shall also:

  • not include links in its Videos to elements or Internet sites violating intellectual property laws or whose content violates the Law dated July 29th, 1881, or any other applicable legislation,
  • not upload, use, and disseminate, with regarding to Video creation, Content protected by rights to which it does not hold title, unless expressly authorized by the title holder.

In all cases, the Customer shall hold Content to Emotion harmless for any proceedings and/or complaints regarding intellectual property rights for the published Videos. The Customer is hereby informed that any violation hereof may be subject to Content to Emotion closing, ipso jure, its Account without engaging Content to Emotion’s responsibility in any way whatsoever.

7.2 Consequence of Non-compliance with the Provisions in the Present Article

The Parties hereby agree that any breach of the present article may result in the Contract’s temporary suspension or termination ispo jure.

Moreover, the Customer shall remain liable for paying all sums set forth in the Special Terms and Conditions and publish or have published, at Content to Emotion’s discretion, a notification exonerating Content to Emotion without prejudice to any damages that may be solicited by Content to Emotion due to the breach hereof and the damage to its image and reputation.

Finally, should Content to Emotion receive complaints directly addressed by Internet users due to the Customer’s use of the 2Emotion Platform and the associated Service, it is hereby expressly agreed between the Parties that the Customer shall bear all internal and external processing costs for such complaints.

8.Content to Emotion’s Obligations

 8.1 Service Quality

 The 2Emotion Platform shall be hosted on Content to Emotion’s servers and made accessible to Customers in order to provide the Service.

It is hereby specified that creating and managing the data flows used to produce the Videos shall be provided by Customers who shall be solely responsible therefor.

With regard to hosting, Content to Emotion’s commitment shall be to the extent of its partner’s offering, i.e. network availability of 99.9% on a monthly basis.

For development requests regarding the 2Emotion Platform and associated Service, Content to Emotion shall provide a response regarding feasibility and the time required for implementation within 5 business days following reception of such request.

Should bugs occur preventing dissemination and using the Service, Content to Emotion shall make all due effort following identification of the issue in order to correct such bugs without undue delay in order to make use of the 2Emotion Platform possible once again.

8.2 Security

Content to Emotion shall make all due effort in order to:

  • Provide maximum logical and physical security for the information systems under its responsibility;
  • Reduce the risk of a security breach to a minimum;
  • Act promptly in cases of fraudulent intrusion on a Customer Account, in cases of security breach or attack on Customer Videos not under the Customer’s responsibility or that of one of the Customer’s Users;

9.Responsibilities

For all Content and Videos created by Customers using the 2Emotion Platform, Content to Emotion shall be deemed a host as defined in Article 6 I 2) of the Law dated June 21st, 2004 regarding confidence in the digital economy.

Content to Emotion, as host, shall promptly remove any manifestly illicit content upon becoming aware of such content. Manifestly illicit content may be reported by e-mail to the address support@2emotion.com and by registered letter, return receipt requested as provided for in Article 6 I 5) of the Law dated June 21st, 2004.

Customers shall be solely liable for the published Content and Videos as well as for their nature and quality.

Content to Emotion shall not be held liable for any damages due to disseminating the Content or for non-performance or incorrect performance by the Customer of the obligations under its responsibility with regard hereto.

Generally, the Customer may hold Content to Emotion liable once it has reported the alleged breach by registered letter, return receipt requested and Content to Emotion has not responded within fifteen (15) days from reception of such notification. In any case, it is hereby stated that Content to Emotion shall only be held liable in cases of proven fault.

Moreover, due to the Internet’s very nature (interconnection of a multitude of actors independent of each other), the networks’ comprehensive operation from end to end cannot be guaranteed. As an example, Content to Emotion shall not therefore, in any case, be held liable for any prejudice which may originate in the difficulties encountered in playing a Video on a Reception Platform.

Under no circumstances shall Content to Emotion be held liable, regardless of the action undertaken, for indirect damages of any kind; for example, and non-exhaustively, any financial or commercial prejudice, loss of profit, commercial disruption, lost opportunities, third party prejudice, or proceedings undertaken by a third party against the Customer, as well as their consequences, related hereto or the performance hereof. Customers shall be solely responsible for any prejudice, direct or indirect, tangible or intangible, caused by them or one of their agents using the 2Emotion Platform and associated Service.

In any case, the Parties hereby expressly agree that should Content to Emotion be held liable by a definitive legal decision, with regard to the performance hereof, it shall be limited, all prejudice and all requests combined, to the total of the sums paid by the Customer hereunder.

The Parties hereby expressly agree that Content to Emotion may call upon external service providers or partners in order to perform all or part of the Services and in particular the Service associated with the 2Emotion Platform. In this case, Content to Emotion shall only be held liable by the Customer if it is shown that Content to Emotion has committed a serious breach. The liability ceiling provided for hereinabove shall also apply in this case.

 10.Intellectual Property

10.1. Content to Emotion’s Property

 In accordance with the provisions of the French Intellectual Property Code and the stipulations of the present license, all intellectual property rights regarding the 2Emotion Platform and the Service shall remain Content to Emotion’s property. The only rights granted shall be those stipulated herein which may not be deemed, in any case, to include granting or transferring any intellectual property rights to the Customer.

Any use of the 2Emotion Platform other than that provided for hereunder shall require Content to Emotion’s prior written agreement.

Intellectual property rights held by Content to Emotion shall apply to all elements comprising the 2Emotion Platform and the Service. They shall therefore also apply to all information, documentation, and software given to the Customer throughout the duration hereof.

Consequently:

  • The Customer may not pledge the 2Emotion Platform, nor transfer it with or without valuable consideration;
  • under no circumstances may the Customer grant a sub-license to any Service or 2Emotion Platform element
  • the Customer shall not breach, directly or indirectly, or through the intermediary of third parties with whom it may be associated, Content to Emotion’s rights;
  • the Customer shall inform Content to Emotion without undue delay of any breach of Content to Emotion’s intellectual property rights related to the Service and the 2Emotion platform, of which it may be aware;

Moreover, the Customer shall refrain from:

  • correcting and/or having corrected by a third party, any bugs, faults, or errors preventing correct Service performance without having obtained Content to Emotion’s prior written consent;
  • transcribing or having transcribed the Service into any other language than that provided by Content to Emotion;
  • more generally, modifying, translating, adapting, arranging, decompiling, disassembling, or generating works derived from the Service and the 2Emotion Platform, unless previously authorized expressly and in writing by Content to Emotion;
  • seeking, in any manner whatsoever, to reconstitute the 2Emotion Platform source code or all or part of the Service source code.

It is also hereby stated that the trademarks, logos, slogans, graphics, photographs, animations, videos, and texts contained on the Content to Emotion Internet sites are Content to Emotion’s exclusive property or that of its partners and may not be reproduced, used, or represented without Content to Emotion’s express authorization or that of its partners, subject to legal proceedings.

The Customer shall, if aware of copyright violations committed by third parties involving the Service, inform Content to Emotion immediately and provide Content to Emotion all elements it may have at such date providing for assessing the type and magnitude of said copyright violations

 10.2. Customer Property

The Customer shall retain full ownership of all Content uploaded to the 2Emotion Platform in order to create Videos and for which Content to Emotion shall only provide hosting.

In this regard, the Customer shall grant Content to Emotion a right to use such Content in order to correctly perform the Service. Such license granted by the Customer shall be limited to the duration of Service performance and solely to create the Videos on the 2Emotion Platform.

In this regard, the Customers shall assure Content to Emotion that they hold the rights regarding the Content and hold Content to Emotion harmless from any legal proceedings.

 11.Confidentiality – Non-competition

Confidentiality

The Customer and Content to Emotion reciprocally agree to treat as secret with regard to third parties, throughout the duration hereof and for an additional period of three (3) years, all information, of any type whatsoever, that may be communicated from one to the other of the Parties for the performance hereof, whether such communication was in writing, discussed, or occurred during general dialogue.

It is hereby expressly agreed that all information regarding the Customer’s products, subject of the Videos as well as the 2Emotion Platform access Identification shall naturally constitute confidential information as defined in the present Article.

The provisions hereinafter shall not apply to information that is already or shall become part of the public domain other than by a breach hereof.

Non-competition

Customers shall not compete in France and Europe with Content to Emotion in the activity subject hereof (digital platform offering a service assisting with creating and disseminating videos) throughout the duration hereof and upon expiration hereof for an additional period of two (2) years.

12.Personal Data Protection

Pursuant to the Law no. 78-17 dated January 6th, 1978 regarding personal data protection, the Customer shall have a right to opposition (Article 38 of the law) if substantiated by a legitimate reason provided for in the law, a right to access (Article 39 of the law) and rectify (Article 40 of the law) its personal data processed by Content to Emotion with regard to the Service.

Moreover, with regard to the Content, Content to Emotion shall be deemed a subcontractor as defined in Article 35 of the Law dated January 6th, 1978.

As such, Content to Emotion shall:

  • take all due precautionary measures regarding the Videos and Content in order to maintain security and in particular prevent any distortion, damage, loss, and/or access by third parties without prior authorization
  • not process or consult the Content for any purposes other than Service performance;
  • process and consult the Content only under the framework of instructions and authorization received from the Customer,
  • not insert foreign data in the Content unless expressly requested by the Customer,
  • take all due steps to prevent misappropriated, malicious, or fraudulent use of the Content.

13.Financial Terms

The Customer shall be responsible for paying invoices net, without discount, and under the terms stipulated in the Special Terms and Conditions.

The Customer’s signature on the Contract shall imply immediate settlement of the sums listed in the Special Terms and Conditions. Should an invoice not be settled within the timeframe provided, Content to Emotion hereby reserves the right to suspend access to the 2Emotion Platform and the Service, without such suspension being interpreted as terminating the Contract.

Content to Emotion may, in cases of payment default by the Customer, apply late fees calculated as follows:

Late fee = (Invoice amount all tax included * applicable Legal Rate for the half-year period) * (number of days late during the half year period / 365).

In accordance with the provisions of the French Commercial Code, the applicable Legal Rate shall be understood as the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points.

Late fees shall be payable the day following the settlement date indicated in the Special Terms and Conditions without requiring a reminder. A Customer behind on its payments shall be deemed ipso jure to owe Content to Emotion a lump-sum covering collection costs in the amount of forty (40) euros. Should the collection costs outlaid be greater than the lump-sum, Content to Emotion may request additional compensation, against substantiating documents.

Any rejected direct debits shall be subject to re-invoicing by Content to Emotion to the Customer for the relevant bank fees.

Termination shall not release the Parties from their obligations, in particular financial, established prior thereto.

14.Marking and Advertising

The Customer shall refrain from modifying and/or removing any markings on any Service items and its documentation.

The Customer shall accept the presence on all programs created using the 2Emotion Platform of the wording “video by 2emotion” with an Internet hyperlink to the Content to Emotion website. The form and position of such wording shall be validated with the Customer in order to remain discrete.

The Customer hereby accepts being listed as a Content to Emotion Customer and expressly authorizes, of such purpose, Content to Emotion to use its official names and logos for all press releases (paper, web, etc.) regarding the Service.

The Customer hereby accepts that Content to Emotion may communicate with third parties regarding the Customer’s use of the Service and include a copy of the Customer’s Video on its Internet site so that Content to Emotion may present examples of using its Service

15.Termination

The Customer may terminate the Contract after paying the entire order included in the Special Terms and Conditions, by registered letter to the Content to Emotion corporate address, at any time. Such early termination shall not be subject to reimbursement or compensation by Content to Emotion.

In other words, any early termination shall imply the Customer’s obligation to pay the entire sum described in the Special Terms and Conditions to Content to Emotion even if the Customer does not wish to continue using the 2Emotion Platform and the associated Service to the end of the commitment period mentioned in the Special Terms and Conditions.

15.1.     Suspension and Termination Hypotheses

Content to Emotion may suspend the Contract ipso jure, without compensation to the Customer, and without prior notification, in the following cases:

  • In cases of breach of faith observed by Content to Emotion and if it is urgent to bring the relevant actions to an end;
  • When the Customer’s actions endanger, in any way whatsoever, the 2Emotion Platform’s operation;
  • When the Customer does not comply with the present GTCs specific to the Service associated with the 2Emotion Platform;
  • When a Video of any type whatsoever concerns an operation prohibited by applicable laws, regulations, or standards in the country where it is available.

Such decision shall be reported to the Customer by registered letter, return receipt requested.

Suspensions shall be lifted within a maximum of three (3) business days from reception by Content to Emotion of a registered letter, return receipt requested substantiating that the cause of the Customer’s suspension has been resolved.

In cases of serious breach, by a Party, of at least one of its obligations hereunder, the present Contract may be terminated by the other Party. It is hereby expressly agreed that such terminations shall occur ipso jure, fifteen (15) days after sending notification to comply remaining fruitless. Such notification, which must indicate the grievances and obligations whose breach is being alleged, shall be sent by registered letter, return receipt requested.

Content to Emotion may also terminate the Contract ipso jure if the Customer is subject to court-ordered receivership or liquidation, taken over by a third party, or its business is transferred to a third party.

The Customer may terminate the Contract in accordance with the terms set forth in the Special Terms and Conditions.

15.2.     Consequences of Termination

Contract termination shall include immediate termination of the right-of-use grated to the Customer with regard to the 2Emotion Platform and the associated Service.

Should the Contract be terminated unilaterally by the Customer when the Services, as a whole, have been agreed for a fixed period, the Customer shall pay Content to Emotion, as compensation, a termination penalty in an amount equal to the sums remaining due until the end of the Contract. Such penalty shall be payable within thirty (30) days following notification by registered letter of the unilateral termination.

The Intellectual Property, Confidentiality, Responsibility, and Personal Data Protection articles shall remain applicable in cases of termination hereof.

16.Hardware Configuration

Minimum configuration: In order to take advantage of the Service and use the 2Emotion Platform, Users must have a recent computer with Macromedia Flash Player 10 and equipped with broadband Internet access.

17.General Provisions

If, for any reason, all or part of the provisions hereinabove shall be found null and void, the other provisions shall retain their full effect.

The fact that one of the Parties has not demanded application of a given clause herein, whether permanently or temporarily, shall not, under any circumstances, be deemed as renunciation of said clause.

In case of interpretation difficulties between any of the clause titles and the clauses, the titles shall be deemed non-existent.

Should any of the stipulations here in be deemed null and void with regard to an applicable legal or regulatory provision and/or a definitive legal decision, it shall be deemed unwritten but shall not affect the validity of the other clauses which shall remain fully applicable.

 18.Applicable Law / Jurisdiction

The present GTCs shall be subject to French law.

Should a dispute arise between the Parties regarding the interpretation, performance, or termination hereof, the Parties shall make all due effort to settle the matter amicably.

FAILING AN AMICABLE SETTLEMENT WITHIN ONE (1) MONTH FROM THE TIME OF NOTIFICATION BY ONE OF THE PARTIES, THE DISPUTE MAY BE BROUGHT BEFORE THE COURTS UNDER THE PARIS COURT OF APPEALS’ JURISDICTION WHICH ARE HEREBY EXPRESSLY GRANTED JURISDICTION, NOTWITHSTANDING MULTIPLE DEFENDANTS OR THE INTRODUCTION OF THIRD PARTIES, INCLUDING FOR URGENT, PREVENTIVE, SUMMARY OR ON PETITION PROCEEDINGS.

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