CGVU

1. Definitions

The words and expressions starting with a capital letter have the meaning given to them below or in the body of these General Terms and Conditions, whether used in the masculine or feminine, singular or plural, as a noun, adjective, verb, adverb or otherwise:

• Subscription means the subscription to the Services subscribed to by the Client, the details of which are listed in the Proposal.

• Client means any person who has accepted a Proposal from Smartvideo under the terms specified in these General Terms and Conditions.

• User Account means individual access to the Platform using a personal login identifier.

• General Terms and Conditions means these general conditions of sale and use (including annexes).

• Contract means the Proposal and the General Terms and Conditions (including the Privacy Policy) as well as any other document mentioned therein, forming an inseparable whole.

• Party(ies) means Smartvideo and/or the Client.

• Platform means the platform through which the Services are provided by Smartvideo.

• Privacy Policy means Smartvideo's policy regarding the protection of personal data specified in the document titled “Privacy Policy,” which is an integral part of the General Terms and Conditions.

• Proposal means the proposal made by Smartvideo to the Client detailing the terms and conditions of the Subscription and the Services provided to the Client.

• Services means the Subscription and, where applicable, additional services provided by Smartvideo on the Platform identified in the Proposal.

• Site means the website from which the Client can access the Platform.

• Smartvideo means the company Smartvideo identified at the beginning of these General Terms and Conditions.

• Users means the users designated by the Client to use the Platform within the maximum number specified in the Proposal.

2. Object

Smartvideo offers a project management service through the Platform.

The purpose of these General Terms and Conditions is to define the terms and conditions of providing and using access to the Platform for the benefit of the Client, as well as to define the rights and obligations of the Parties in this context.

The Services offered on the Platform are accessible via a dedicated Site for the Client, which will be made available to the Client after acceptance of the Proposal.

3. Order

The details of the Services subscribed by the Client as well as, where applicable, the specific conditions adding to the General Conditions, are outlined in the Proposal established by Smartvideo and sent to the Client by any written means (including by email).

In order to validate the aforementioned Proposal, the Client must return to Smartvideo a copy of the Proposal signed by a duly authorised representative. In the case of electronic signatures, these must meet the requirements of Article 1367 of the Civil Code and Decree No. 2017-1416 of 28 September 2017.

Once the Client has signed the Proposal, Smartvideo sends them an email to the address provided by the Client containing their login credentials as well as a dedicated login link for the Client to the Platform.

4. Access to Services

The Client can access the Platform at any time after identifying themselves using their login credentials.

The Client is solely responsible for maintaining the confidentiality of their username and password, any access to the Platform using these credentials being deemed to have been made by the Client. They must immediately contact Smartvideo using the contact information mentioned at the beginning of this document if they notice that their Platform has been used without their knowledge. They acknowledge Smartvideo's right to take all appropriate measures in such cases.

It is the Client's responsibility to select the Users who have access to the Platform.

The Client is solely responsible for ensuring that Users maintain the confidentiality of their login credentials and/or passwords. They undertake to ensure that Users do not allow any third party to use them on their behalf or for their own account, except to bear full responsibility for it. They expressly acknowledge that any use of the Platform with these login credentials will be deemed to have been made by the corresponding Users. The Client undertakes to contact Smartvideo promptly, by any written means, including email, if it appears that a User Account has been used without the knowledge of its User.

5. Subscription Duration

The Subscription is taken out for the duration specified in the Proposal. Once this duration has ended, it is automatically extended for an identical period, unless the Client{

6. Price

The prices are set out in the Proposal. They are quoted in euros and are exclusive of any taxes.

7. Price Review

Smartvideo may decide to change the prices or payment terms of the Services by informing the Client at least 1 (one) month before the changes take effect, by any written means (including by email). The new prices or payment terms will come into effect by operation of law from the date of the renewal of the current Subscription.

The Client who does not accept the new prices or payment terms must terminate their Subscription in accordance with the provisions of Article 5. Failing this, they will be deemed to have accepted them.

8. Billing and payment terms

The billing terms are specified in the Proposal. Invoices are sent to the Client by any means of communication permitted by law.

Unless otherwise stipulated in the Proposal, payment is made by bank transfer or cheque upon receipt of the invoice.

9. Payment deadlines and incidents

The Client is informed and expressly agrees, in accordance with Article 1344 of the Civil Code, that he will be validly in default in fulfilling his payment obligation solely by virtue of the enforceability of said obligation. Consequently, any delay in the payment of all or part of an amount due at its maturity will automatically result, without any further notice of default and without prejudice to the provisions of Article 12 below, from the day following the payment date stated on the invoice:

1. the immediate suspension of ongoing Services (including access to the Platform) until the full payment of all amounts owed by the Client;

2. the billing in favour of Smartvideo of a late payment interest rate of 3 (three) times the legal interest rate, based on the total amount owed by the Client and a fixed compensation of €40 (forty) for recovery costs, without prejudice to additional compensation if the recovery costs actually incurred exceed this amount.

10. Client's obligations and responsibilities

Without prejudice to the other obligations set out in the Contract, the Client agrees to comply with the following obligations:

• The Client agrees to comply with the laws and regulations applicable to content of any nature (editorial, graphic, audio, audiovisual or others) that it integrates into the Platform (the Client Content) for which it is solely responsible. In particular, the Client is prohibited from integrating any illegal, misleading, harmful or deceptive Client Content, that violates public order, good morals or the rights of third parties, or that could harm information systems.

• The Client who wishes to retain its Client Content beyond the trial period or its Subscription must take the necessary measures to save it by downloading before the end of the trial period or Subscription, as no copy of the Client Content or other data will be retained by Smartvideo beyond that.

11. Obligations and responsibilities of Smartvideo

Without prejudice to the other obligations set out in the Contract, Smartvideo undertakes to comply with the following obligations:

• Smartvideo commits to providing the Services diligently and according to the state of the art, including in terms of security, it being specified that it is under a duty of means, to the exclusion of any duty of result, which the Client expressly acknowledges and accepts.

• Smartvideo undertakes to regularly carry out checks to verify the functioning, security, and accessibility of the Site and the Platform. In this regard, Smartvideo reserves the right to temporarily interrupt, without notice or compensation, access to the Site and the Platform for maintenance reasons.

• Smartvideo cannot be held responsible for temporary difficulties or impossibilities of accessing the Site or the Platform originating from circumstances beyond its control, force majeure, or due to disruptions of telecommunications or internet networks.

In any event, unless legally exempted, the liability that may be incurred by Smartvideo under these terms is expressly limited to direct damages suffered by the Client and may not exceed the total amount paid by the Client for the relevant Services.

12. Sanctions for breaches

In the event of a breach of any of the provisions of the Contract, or more generally, of violations of laws and regulations by the Client, Smartvideo reserves the right, without prejudice to any other liability actions, to:

• suspend, delete or prevent access to the Site or to the Platform and Services of the Client, who is the author of the breach or violation, or has participated in it,

• take all appropriate measures and initiate any legal action,

• notify the competent authorities if necessary, cooperate with them and provide all useful information for the investigation and prosecution of illegal or unlawful activities,

• terminate the Contract.

In all cases where Smartvideo would proceed with a suspension, or deletion of access to the Platform and Services or termination of the Contract based on this article 12, the Client will remain liable for the full price of the Subscription in progress at the date of such suspension or deletion and no Subscription refund may be claimed by the Client from Smartvideo.

13. Intellectual property – Personal data

a. Intellectual property

The systems, software, structures, infrastructures, databases and content of any kind (templates, screens, texts, images, visuals, sounds, music, logos, brands, databases, etc., excluding Client Content) operated by Smartvideo on the Site and the Platform are the entire and exclusive property of Smartvideo or its partners, and are protected by all intellectual property rights or rights of database producers in force.

All disassemblies, decompilations, decryptions, extractions, reuses, copies and more generally, all acts of reproduction, representation, distribution and use of any of these elements, the Site or the Platform, in whole or in part, without the permission of Smartvideo are strictly prohibited and may be subject to legal action.

Client Content is the entire and exclusive property of the Client.

b. Personal data

The Parties shall each undertake, for their part, to comply with all legal and regulatory obligations applicable to them regarding the protection of personal data, in particular Law 78-17 of 6 January 1978 known as the Data Protection Act and EU Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 known as GDPR.

The policy of Smartvideo regarding the protection of personal data is detailed in the document entitled "Privacy Policy" which is part of these General Conditions. Consequently, the Customer, by accepting these General Conditions, is deemed to have been informed and to have consented to the collection and processing of their personal data as specified in the aforementioned policy.

14. Hosting

The terms of hosting for the Site and the Platform are specified in the Privacy Policy.

15. Confidentiality

The Parties undertake, for the entire duration of the Contract and without limitation after its expiration, to maintain the utmost confidentiality, refraining from disclosing, directly or indirectly, any information, documents, knowledge, or know-how pertaining to the other Party, to which they may have had access in the course of executing the Contract, unless such information, documents, knowledge or know-how have entered the public domain or their disclosure is required by law or by an administrative or judicial injunction.

16. Business references

Unless expressly prohibited in the Proposal or communicated to Smartvideo by any written means, the Client authorises Smartvideo to use its name, brand, logo, and website references as commercial references, on any medium and in any form.

17. Acceptance and modification of the General Terms and Conditions

Any validation by the Client of a Smartvideo Proposal, express or implied, entails full, complete, and unconditional acceptance of these General Conditions, in their version in force on the date of the relevant Proposal, and formation of the Contract. The Client hereby declares and acknowledges having perfect and complete knowledge of the General Conditions, and having had access to all useful information to enable them to commit and execute their obligations.

Any partial acceptance or conditionally of the General Conditions is considered null and void.

Furthermore, the Client definitively and irrevocably waives the right to rely on any contradictory document, particularly their own general conditions of purchase, which will be unenforceable against Smartvideo even if they were aware of them.

Smartvideo may decide at any time to modify the General Conditions, notably to bring them into compliance with legislative and regulatory developments, by informing the Client at least 1 (one) month before the changes take effect, by any written means (including by email). The modified General Conditions apply of right from the date of renewal of the current Subscription (unless a legal obligation requires immediate entry into force).

The Client who does not accept the new General Conditions must terminate their Subscription in accordance with the provisions of Article 5. Failing this, they will be deemed to have accepted the modified General Conditions.

18. Applicable law and jurisdiction

The present General Conditions and more generally the Contract are subject to French law and will be governed and interpreted in accordance with French law.

Any dispute arising from their validity, interpretation or execution will be submitted to the exclusive jurisdiction of the Paris Commercial Court (France), unless there is a contrary imperative procedural rule.