Terms and Conditions of Use of the Services
Last updated: 7 july 2022
The terms beginning with a capital letter used in these General Terms and Conditions of Sale and Usage are defined as follows:
“GTC”: refers to this document.
“Client”: refers to the legal entity (business) whose identity is listed in the Special Terms and Conditions.
“Special Terms and Conditions”: refers to the special terms and conditions appearing on the quote prepared by CHECK IT OUT SAS and accepted by the Client or, where applicable, on the order made by the Client and accepted by CHECK IT OUT SAS, supplementing or modifying the GTC with regard to the Services covered thereby.
“Contract”: refers to all of the provisions listed in this document, the Special Terms and Conditions, and any appended documents. The approval of any quote issued by CHECK IT OUT SAS shall equal complete and total acceptance of these GTC.
“Parties”: refers to CHECK IT OUT SAS and the Client.
“Services”: refers to all of the software and mobile solutions and services that CHECK IT OUT SAS undertakes to provide to the Client in performance of the Contract concluded with the Client.
“Solution”: refers to the video creation solution named “KANNELLE,” designed, developed, and published by the company CHECK IT OUT SAS and made available to the Client and Users in SaaS mode in accordance with the terms of the Contract.
“User”: refers to any natural person (employee and/or partner of the Client) duly authorised to access the Solution and enjoy the Services offered therein, and indicated as such to CHECK IT OUT SAS in accordance with the terms hereof.
2. Scope – Purpose
The purpose of this Contract is to establish the terms and conditions:
(i) incumbent upon the Client and Users wishing to access the Solution and use the Services offered therein; and
(ii) by which CHECK IT OUT SAS shall provide the Services to the Client and Users.
Any access to and/or usage of the Solution implies acceptance of and unconditional adherence to all of the terms of the Contract.
These GTC, as well as the Special Terms and Conditions appearing on the quote, shall govern all contractual or pre-contractual relations between CHECK IT OUT SAS and the Client with regard to usage of the Solution, and thus constitute a contract between the Parties.
It is expressly stipulated that the Services consist of a comprehensive offering of services accessible in SaaS mode via the website kannelle.io and/or the Kannelle mobile application, and are strictly reserved for professionals for usage within the framework and for the needs of their business activities, to the exclusion of all other uses.
The Client guarantees adherence to the Contract by the Users.
The Client is hereby informed that the Services are, at all times, subject to changes of any kind enacted by CHECK IT OUT SAS, notably to account for changes in the technological, commercial (except for the price if the licence has already been purchased by the Client), administrative, regulatory, or legal environments, or for reasons related to the security of the systems and/or of the information of said Services.
CHECK IT OUT SAS does not guarantee the compatibility of the Services with all internet browsers and ancillary software, such as, in particular, the oldest versions of video players.
The Client hereby declares that they have acquired sufficient information on all technical specifications required to be able to use the Services before acceptance hereof.
Therefore, CHECK IT OUT SAS denies all responsibility in the event of a malfunction or unavailability of the Services if the equipment and terminals of the Client and Users do not comply with the required technical specifications.
The Contract is entered into for an initial period whose duration is indicated in the Special Terms and Conditions.
After the Initial Period, the Parties agree that unless notification of termination is sent by one of the Parties by registered letter with acknowledgement of receipt at least two (2) months before the end date of the Initial Period or of the current renewed period, the Contract shall be renewed for successive periods of the same duration as that of the Initial Period.
4. Modifications – Additional services
During performance of the Contract, the Client may request any modification to the Services, but may not be permitted to reduce the scope thereof. As such, no request for modification made by the Client may result in a decrease in the price agreed upon in this Contract, even if the Client wishes to reduce the scope or no longer receive the Services initially ordered.
In the event that such modifications may involve a price increase, CHECK IT OUT SAS shall prepare, in a timely fashion, a quote indicating the feasibility, the detailed, firm, and definitive price, as well as the lead time for enacting the change and the resulting consequences for the Contract.
CHECK IT OUT SAS shall only carry out the modifications in question after the signing of an addendum to the Contract by the Parties or of any other document formalising an agreement between the Parties on the desired modifications.
In general, any modification to this Contract shall only be made effective via a written document (including in electronic format) formalising the agreement between the two Parties.
5. General modalities of performance
The Parties agree to collaborate closely and in good faith. If, in the course of the performance of the Contract, a difficulty should arise, the collaboration desired by the Parties obligates them to come together with a view to establishing an appropriate solution to resolve the difficulty as quickly as possible, prioritising the necessary continuity of the Services, as well as maximum responsiveness. The Parties hereby declare and acknowledge that they are and shall remain, for the entire duration of this Contract, independent commercial and professional partners, each assuming the risks of their own operations and acting with total independence.
6. Modalities for accessing the solution
On the day that the Contract takes effect, the Client shall designate among its staff one or more Administrators (hereinafter “Administrator”) and shall share with CHECK IT OUT SAS the full surname, first name, and business email address of said designated person(s).
The Administrator shall be in charge of coordinating and tracking the usage of the Solution by the Users.
The Client undertakes to only share with CHECK IT OUT SAS correct, up-to-date, and complete information.
The Client acknowledges that they are fully responsible for maintaining the confidentiality of passwords provided to them.
The Client shall be the legal representative of the Users and shall thus assume responsibility, vis-à-vis CHECK IT OUT SAS, for adherence to the Contract by each of the Users who has a user or administrator account.
In the case of fraudulent usage of an account, the Client undertakes to immediately inform CHECK IT OUT SAS of the unauthorised usage of the account.
The Client is solely responsible for the usage of their account; any log-in or transmission of data made using the account of the Client shall be considered to have been carried out by them and under their exclusive responsibility. It is also stipulated that the Client is fully and exclusively responsible for usage of the Solution by any third party whatsoever using their login credentials.
The User is solely responsible for usage of the Solution via their equipment; any log-in or transmission of data made using the Solution shall be considered to have been carried out by them and under their responsibility, as well as, where applicable, under the responsibility of the Client.
The Solution is accessed:
- via the terminals of the Users; and
- via the login credentials of the User.
With the exception of maintenance periods, the User may log into the solution at any time, i.e.:
- 24 hours a day,
- 7 days a week,
- including Sundays and bank holidays.
Login Credentials are intended to reserve access to the Solution solely for the Users and to protect the integrity and availability of the Solution, as well as the integrity, security, availability, and confidentiality of the data of the Client.
The Login Credentials are personal and confidential. They may only be changed by request from the Client or by the initiative of CHECK IT OUT SAS, subject to informing the Client prior to doing so.
The Client undertakes to take all necessary measures to keep secret the Login Credentials of itself and of its Users, and to not disclose them to others in any form whatsoever.
In general, the Client assumes responsibility for the security of the individual work stations used to access the Solution.
In the case of loss or theft of one of the Login Credentials, the Client shall use the procedure established and shared by CHECK IT OUT SAS for this purpose, enabling them to retrieve the Login Credentials.
All costs related to accessing the Solution, whether they be expenses for hardware, software, internet access, or any usage fees, are the exclusive responsibility of the Client.
The Client is solely responsible for the good working order of the computer and/or mobile and/or phone equipment of the Users, as well as of their internet access.
CHECK IT OUT SAS shall avail itself of all reasonable means at its disposal to ensure high-quality access to the Solution, but is held to no obligation to achieve this aim. CHECK IT OUT SAS is not able to guarantee the continuity of services executed remotely via the internet, telecommunications networks, or mobile internet, which the Customer acknowledges.
Additionally, CHECK IT OUT SAS cannot be held liable for any failure of the network or servers, or for any other event outside of its reasonable control that may impede or degrade access to the Solution.
Nevertheless, CHECK IT OUT SAS undertakes to give its best effort to provide reasonable assurance that the Client may access and use the Solution during the times established herein.
CHECK IT OUT SAS reserves the right to momentarily suspend or modify without prior notice access to all or part of the Solution in order to carry out maintenance thereof, or for any other reason. Such an interruption shall not give rise to any obligation or compensation.
7. Obligations of Check It Out SAS
CHECK IT OUT SAS guarantees that it will provide the Services while taking necessary precautions in accordance with professional practices and applicable standards, doing so constantly, competently, and professionally, and that it will act in compliance with legal provisions applicable to the provision of the Services.
CHECK IT OUT SAS undertakes to:
- ask the Client for any information that it may deem necessary for the provision of the Services;
- notify the Client in writing as soon as it becomes aware of any fact, event, or act that may affect the proper execution of its obligations;
- assign a manager who will be in charge of tracking the proper execution of the Services;
- establish in a timely manner a qualified team for the provision of the Services, the members of which shall remain at all times under its legal subordination;
- ensure that the Services offer all security measures and conditions in accordance with the professional standards in order to guarantee the confidentiality, security, integrity, and preservation of the data of the Client and Users.
CHECK IT OUT SAS hereby declares that it has established effective controls for protection against unauthorised physical and electronic access to the servers, in order to guarantee that access to the data of the Client is limited solely to authorised persons and that confidential information of the Client and of Users is protected against any improper usage.
In general, CHECK IT OUT SAS undertakes to take any measure and provide all appropriate means for upholding its obligations by taking necessary precautions in accordance with professional practices and applicable standards, doing so constantly, competently, and professionally.
8. General obligations of the client
The Client undertakes to actively collaborate in good faith with CHECK IT OUT SAS in order to facilitate the work of the latter, notably (i) by sharing with it, upon its request, the documents, information, tools, and authorisations necessary for the provision of the services, and, as soon as the Client becomes aware of it, all new information that may influence the provision of the Services, (ii) by informing it, as quickly as possible, of all errors or malfunctions affecting the work carried out in performance of the Contract in order to limit any consequences that may result from said errors or malfunctions, and (iii) by providing approvals, where applicable, required from the Client within the lead times allocated to them or, if a particular lead time is not stipulated, within a lead time that does not endanger compliance with the obligations incumbent upon CHECK IT OUT SAS.
The Services enable the Client to create, store, or share their content, or receive items from other users. CHECK IT OUT SAS does not claim any property rights over the content of the Client and the Client retains ownership of and remains solely responsible for said content.
When they share their content with other people, the Client explicitly acknowledges that the people with whom they shared said content may use, save, reproduce, distribute, transmit, share, display, and communicate the content, free of charge and anywhere in the world.
The Client hereby declares and guarantees that, for the duration of the Contract, they possess (and shall possess) all necessary rights for the pieces of content that they upload, store, or share on or via the Services and the Solution, and that the collection, usage, and storage of said content via the Solution and Services do not infringe any law or any right of third parties.
CHECK IT OUT SAS cannot be held liable for the content of the Client or for items uploaded, stored, or shared by others using the Solution and Services.
For the purposes of the performance of the Contract, the Client expressly grants CHECK IT OUT SAS the right to copy the content of the Client, to store and transmit the content, to modify its format, to distribute it, and to display it in the Services.
CHECK IT OUT SAS encourages Users to practise moderation and care in the usage of the content that they wish to distribute.
As such, the Client and the Users undertake to not use content that violates laws and regulations in effect.
Notably, they shall refrain from using the Solution, either directly or indirectly, for the following purposes:
- to distribute information that breaches the peace or moral standards;
- to distribute messages that would constitute threats in any way whatsoever, sent to one or more people, inciting the commission of an offence or a crime,
- or to commit or enable the commission of any act punishable by law constituting computer piracy in any form whatsoever;
- to misuse the Service for the purposes of propaganda, proselytism, commercial prospecting, or solicitation;
- to publish information for sales or advertising, or constituting propaganda in favour of tobacco, alcohol, or any other regulated substance, product, or service, unless the Client and Users are legally authorised to do so;
- to distribute content infringing on the right of publicity of third parties or that may be defamatory, insulting, scornful, obscene, pornographic, paedophilic, offensive, or violent, or that may incite discrimination, political, racist, xenophobic, sexist, or homophobic violence, or that may incite race-based hatred or denial of crimes against humanity;
- to publish information violating laws on the protection of personal data, enabling the identification of physical persons without their consent, notably their surname, mailing and/or email address, telephone number, photograph, and audio or audiovisual recordings of them;
- to violate the intellectual property rights of third parties, notably by removing or erasing any notice of a copyright or trademark, as well as any restrictive caption.
Failure to uphold these rules may result in the immediate and rightful removal of the contentious content, a warning and/or closure of the User account involved, as well as of the Client account, notwithstanding any other legal action and/or damages that CHECK IT OUT SAS may be entitled to demand or claim.
CHECK IT OUT SAS cannot, in any case, be held liable for content put online and distributed by the Client, notably due to the illegal nature of the content, errors or omissions affecting the content, or any loss or damage resulting from usage of said content by another User.
CHECK IT OUT SAS also reserves the right to cut off the access of a Client without prior notice in the event that such access would endanger the functioning or availability of computer systems, notably due to:
- abnormal usage of the Service;
- a denial-of-service attack via the access of the Client, i.e., a deliberate action with the intent to degrade the performance of or access to the Service;
- usage of means of piracy to access data or systems of CHECK IT OUT SAS.
CHECK IT OUT SAS reserves the right to cut off access after informing the Client and in the absence of prompt corrective measures by the Client, notably in the case of problems related to infection by a computer virus.
In the event that the Client is found guilty in a court of law in relation to usage of the Services by the Client, CHECK IT OUT SAS may declare either the total termination of the Contract or partial termination for the Service whose usage resulted in incrimination.
CHECK IT OUT SAS may suspend performance of the Contract or Service implicated:
- if there is an urgent need to halt the actions of the Client, notably due to infringement, a risk of infringement, or a risk of aggravation of infringement on the rights of third parties or of CHECK IT OUT SAS;
- if criminal proceedings have been initiated against the Client related to usage of a Service of CHECK IT OUT SAS by the Client until a verdict is rendered.
Suspension and/or termination declared by CHECK IT OUT SAS under this Article shall rightfully take effect without a need for prior official notice and without the need for any formality other than the sending of a registered letter with acknowledgement of receipt.
Nonetheless, CHECK IT OUT SAS may, if no urgency prevents it from doing so, issue a prior official notice to the Client ordering them to cease the violation in question and it may choose to only declare the total or partial suspension or termination of the Contract if the Client does not put an end to the violation within the lead time given to them.
9. Maintenance – Support & assistance
During the duration of the Contract, whenever the Client may observe an irregularity (i.e., a malfunction or non-conformity of the Solution with regard to its intended purpose and its specific technical characteristics, and which hinders the normal functioning of the Solution or which causes inadequate processing), they may ask CHECK IT OUT SAS to provide to them services established hereinafter, notably with the purpose of re-establishing the proper functioning of the Solution.
For the purposes of support and maintenance, the Client shall have access to an email address of CHECK IT OUT SAS to ask CHECK IT OUT SAS questions related to the usage and functioning of the Solution and/or to report any irregularities.
Before making any requests to CHECK IT OUT SAS, the Client must determine the type of irregularity observed: Critical (i.e., making it impossible to use all or part of the Solution) or non-critical (i.e., having a limited influence on the usage of all or part of the Solution and not preventing continued usage thereof), along with its degree of severity.
CHECK IT OUT SAS will then analyse the irregularity reported by the Client with a view to (i) confirming the nature and severity of the irregularity, (ii) identifying the origin of the irregularity and its cause, and (iii) determining the nature of the most appropriate response to be provided by the Client in order to remedy the situation.
If the analysis conducted by CHECK IT OUT SAS should reveal that the irregularity observed by the Client may be attributable to CHECK IT OUT SAS, then CHECK IT OUT SAS undertakes to correct the irregularities so as to restore the Solution to a state of functioning in line with its specifications on the date that the irregularity appeared.
Limitation of maintenance
The following are excluded from support and maintenance services:
- services related to the correction of malfunctions caused by improper usage of the Solution by the Client and/or by the Users, or any non-compliant usage of the Solution;
- services that may prove to be not directly related to the Solution;
- feature modifications or additions relating to changes in the internal rules of the Client or to modifications made to the interfaces and/or data streams of the Client;
- modifications relating to a significant change in the hardware and technical configuration of the terminals on which the Solution may be used;
- services related to non-compliance by the client with recommendations provided by CHECK IT OUT SAS, procedures, measures of security and precaution, or miscellaneous warnings appearing in the documents associated with the Solution;
- where applicable, any travel to or operation on the premises of the Client;
- refusal by the Client to collaborate with CHECK IT OUT SAS in order to resolve the irregularities, and notably to respond to questions and requests for information;
- usage by the Users of non-standard terminals in relation to the standards and most common hardware existing on the market.
However, CHECK IT OUT SAS may, if possible, undertake to resolve malfunctions caused by the cases listed above for the price practised by CHECK IT OUT SAS on the date of the intervention.
CHECK IT OUT SAS is not responsible for maintenance in the following cases:
- usage of the Solution that does not comply with its intended purposes and documents;
- unauthorised modification of all or part of the Solution by the Client, the User, or a third party;
- failure of the Client and/or the User to uphold their obligations under this Contract;
- installation of any software, application, or operating system not compatible with the Solution;
- failure of electronic communication networks;
- voluntary acts of degradation, malicious acts, or sabotage;
- deterioration caused by a case of force majeure or by improper usage of the Solution.
10. Pricing & financial modalities
In exchange for the provision of the Services and transfer of the rights described in Article 13 below, the Client shall pay to CHECK IT OUT SAS the firm, fixed, and non-modifiable sum indicated in the quote
CHECK IT OUT SAS shall send its advance requests and invoices to the Client in accordance with the deadlines established in the quote.
Invoices issued by CHECK IT OUT SAS are payable by bank transfer upon receipt.
Any delay in payment by the Client may lead to the application of penalties in an amount equal to three (3) times the legal interest rate. Additionally, in accordance with the provisions of Article L.441-10 of the French Commercial Code, any late payment or non-payment on the due date shall lead to the rightful application of a legal flat-rate compensation of 40 euros for collection expenses, in addition to the late payment penalties that already apply. If the collection expenses incurred by CHECK IT OUT SAS should be greater than the amount of this legal flat-rate compensation, CHECK IT OUT SAS shall have the right to directly claim from the Client full compensation for the expenses incurred for payment of the outstanding invoices.
In addition, in the absence of payment in full by contractual deadlines of all sums owed to CHECK IT OUT SAS, CHECK IT OUT SAS shall send to the Client a registered letter with acknowledgement of receipt, or by any other means establishing with certainty a date of receipt, enjoining them to make the payment within fifteen (15) days from the date of receipt of said letter. If, after that period, the Client has not paid the total amount due on principal, interest, and fees, CHECK IT OUT SAS may interrupt access to the Solution and shall also have the right to terminate this Contract without prior notice or any legal formalities, without prejudice to the right to collect the amounts owed, along with any damages and interest.
CHECK IT OUT SAS guarantees that the functioning of the Solution shall comply with the description thereof in the applicable user documents accompanying the Solution.
CHECK IT OUT SAS guarantees to the Client the peaceful enjoyment of the Solution and guarantees the Client against any expulsion and against any demand by a third party alleging that the Solution provided by CHECK IT OUT SAS and used by the Client infringes on their rights or incurs their liability vis-à-vis the third party for any other reason.
12. Liability – Insurance
Should the liability of CHECK IT OUT SAS be claimed by the Client subsequent to a failure to uphold one of their obligations under this Contract, the remedy shall only apply to the direct, personal, foreseeable, and certain harm suffered.
If the liability of CHECK IT OUT SAS is claimed in relation to the Contract, the amount of damages allocated to the Client shall not exceed, all damages taken together, the total amount paid by the Client to CHECK IT OUT SAS under the Contract over the six (6) months preceding the occurrence of the harm suffered by the Client.
In addition, CHECK IT OUT SAS may not be held liable for indirect harm suffered by the Client, or for loss of profits, loss of operations, or harm to their image.
CHECK IT OUT SAS shall regularly back-up the data of the Client for the purposes of restoration in the case of a malfunction at its data centres. However, the previous notwithstanding, the Client is responsible for safeguarding the data that they use as part of their usage of the Solution. CHECK IT OUT SAS cannot be held liable for loss, alteration, or destruction of data of the Client.
Each Party undertakes to purchase insurance and undertakes to keep their insurance policy current with an insurance company known to be solvent and established in France, for the financial consequences of their civil, professional, criminal, and/or contractual liability arising from bodily, tangible, and intangible harm caused to the other Party and to any third party in performance of this Contract.
13. Intellectual property
13.1 Pre-existing rights
Each of the Parties retains ownership of the software, patents, expertise, knowledge, and all other intellectual property belonging to them on the date that this Contract takes effect.
13.2 Rights over the Solution
CHECK IT OUT SAS retains all intellectual property rights attached to the Solution.
CHECK IT OUT SAS grants to the Client, for the duration of the Contract, a personal, non-exclusive, non-sellable, non-transferable licence that cannot be sublicensed to use the Solution, in accordance with its intended purposes, worldwide in SaaS mode via a connection to an electronic communications network.
This licence includes all rights required by the Client to allow the Users to operate and use the Solution and all of the application services attached to it.
This licence is granted with the sole purpose of allowing the Users to use the Solution within the framework of their professional activities, to the exclusion of all other purposes.
The Users may only use the Solution for their professional needs, to the exclusion of all other needs, and in accordance with the intended purposes and documents of the Solution.
The Client may not, under any circumstances, make the Solution available to a third party other than the Users and shall strictly refrain from any other usage, particularly but not limited to: any adaptation, modification, translation, arrangement, distribution, or decompilation without the express, prior, written consent of CHECK IT OUT SAS.
The Client acknowledges that they are perfectly aware of the particular risks related to the specific characteristics of the internet and networks, and they accept said risks.
CHECK IT OUT SAS offers no guarantee that the uninterrupted functioning and/or continuity of the Solution may be maintained in a case of force majeure or in unforeseen circumstances, as defined by current regulations.
CHECK IT OUT SAS guarantees to the Client that the Solution does not violate intellectual property rights or any other rights belonging to third parties.
Should a court of law determine, in a definitively enforceable decision, that all or part of the Solution constitutes a violation of intellectual property rights or any other rights belonging to a third party, CHECK IT OUT SAS shall, by the choice of CHECK IT OUT SAS and to the exclusion of any other means of recourse for the Client:
- either obtain, immediately and at its own expense, the right for the Client and the Users to continue using the Solution;
- or substitute the offending elements for new elements agreed to by the Client and not contested by third parties;
- or reimburse the Client for the price received for the elements in question.
13.3 Rights of the Client
The Client can only use the Solution in accordance with their professional needs and its intended purposes.
This right to usage includes all of the rights required by the Client for:
- the operation and usage by the Client of the Solution and all of the application services attached to it;
- usage by the Users (i.e., all of the staff members and/or partners of the Client duly authorised to use the Solution in accordance with the terms of the Contract);
- usage, for the purposes of their professional activities, of the videos created via usage of the Solution and of all of the application services attached thereto, including once the Contract has ended for any reason whatsoever.
The rights granted to the Client in accordance with this Contract shall be extended to any update or new version that replaces and/or adds to all or part of the Solution, unless the corresponding new update or new version contains its own terms and conditions of usage. Nevertheless, it is stipulated that CHECK IT OUT SAS may, at its discretion, provide updates and new versions of the Solution, without necessarily being obligated to do so.
Subject to the provisions of Article L.122-6-1 of the French Intellectual Property Code and any stipulation contrary to this Contract, the Client shall strictly refrain from directly or indirectly carrying out certain actions, including but not limited to: any reproduction, adaptation, alteration, representation, modification, translation, arrangement, distribution, decompilation, making available to third parties, marketing, transcription, or usage for the purposes of design, creation, distribution, or marketing of similar software, as an equivalent or substitute, of all or part of the Solution without the express, prior, written consent of CHECK IT OUT SAS.
The Client is and shall remain the sole owner or duly authorised holder of all of the content, data, files, and information of any nature whatsoever that they transmit to CHECK IT OUT SAS, either directly or via the Solution within the framework of the Contract.
However, the Contract grants to CHECK IT OUT SAS, and to any third party chosen by CHECK IT OUT SAS and that CHECK IT OUT SAS may substitute for itself for the fulfilment of its obligations under the Contract, a temporary, non-exclusive right of usage for sain content, files, data, and information solely as strictly needed for the fulfilment of its obligations.
As such, CHECK IT OUT SAS acknowledges that the sharing of elements by the Client does not, under any circumstances, constitute a transfer of ownership of said elements in any way whatsoever, and that the transmitted elements can only be used for the purposes and the performance of the Contract, unless prior written authorisation is given by the Client.
Additionally, the files and documents issued by CHECK IT OUT SAS within the framework of the Contract via data transmitted by the Client shall be the exclusive property of the Client.
The Client, who is solely responsible for the quality, legality, and relevance of the content, files, data, and information transmitted by them and their Users to CHECK IT OUT SAS in any way whatsoever within the framework of the Contract, guarantees that they hold all of the necessary rights, notably intellectual property rights, allowing them to possess, user, and transmit to CHECK IT OUT SAS said content, files, data, and information for the purposes of, notably, the provision of the Services by the latter or by any third party that it may substitute for itself in accordance with the terms and conditions of the Contract.
Thus, it is the responsibility of the Client to ensure that the files and documents transmitted to CHECK IT OUT SAS do not contain information that may violate the rights of a third party, violate rules of public order, or run contrary to moral standards.
Consequently, the Client undertakes to ensure the defence of CHECK IT OUT SAS and to take responsibility for and/or compensate CHECK IT OUT SAS for any harm that may result from any action or claim by a third party relating to the possession and/or usage by CHECK IT OUT SAS of any of the content, files, data, or information given to it by the Client, in any form and in any way whatsoever, within the framework of the Contract.
Additionally, in exchange, following payment in full by the Client of sums owed to CHECK IT OUT SAS under the Contract, CHECK IT OUT SAS shall grant to the Client, personally, free of charge, and within the framework and for the sole needs of their professional activities (excluding all other purposes), all intellectual property rights attached to the videos created by the Client via the Services of CHECK IT OUT SAS within the framework of the Contract as required by the Client for the utilisation, distribution, representation, and usage of the videos thus created, with rights applying worldwide and for the entire legal duration of protection of the rights attached to the videos.
14. Protection of personal data
Each Party undertakes, as concerns them, to collect, process, store, and protect personal data in compliance with European and French regulations that apply to them with regard to protection of personal data, notably French Law No. 78-17 of 06 January 1978 on information technology, files, and freedoms, revised, and any new laws and decrees issued for its application, such as the French “Digital Republic” Law No. 2016-1321 of 07 October 2016 and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, known as “GDPR,” such that none of the Parties may have cause for concern on this matter.
The commitments of CHECK IT OUT SAS with regard to the protection of personal data are expressly stated in the document entitled “Personal Data Protection Policy/Management of Cookies,” available on the website kannelle.io, with this document constituting part of the Contract.
The Client hereby expressly declares that they have obtained the agreement of the Users when collecting their Personal Information with a view to transmitting said information to CHECK IT OUT SAS so that it may transmit their Personal Information to its partners (including companies belonging to the same group of companies) for the purposes of communication and/or sales prospecting, notably via electronic communications, mail, or telephone.
Each of the Parties undertakes to keep strictly confidential all information shared with them confidentially by the other Party or of which they may become aware in the course of the performance of this Contract.
Each of the Parties shall thus refrain from disclosing the abovementioned information for the entire duration of the Contract, for any reason whatsoever, except by order from a court of law or from a governmental body, or unless the information in question enters the public domain.
Each of the Parties also undertakes to ensure that the provisions of this article are upheld by all relevant members of their staff, with each Party acting as a guarantor with regard to the other Party.
The obligation of confidentiality shall apply for the entire duration of the Contract and shall outlast the expiration or termination of the Contract for a duration of two (2) years.
16. Early termination
Should the Client and Users fail to uphold the stipulations of Articles 13 and 14, without prejudice to contrary stipulations in the Contract, the Contract may be terminated early by CHECK IT OUT SAS.
This termination shall take effect within 48 hours after the first presentation to the Client of a notification sent by CHECK IT OUT SAS by registered letter with acknowledgement of receipt indicating to them its decision to invoke this clause.
This termination shall also rightfully result in revocation of the licence granted to the Client under this Contract.
This early termination shall take effect without prejudice to the right of the Party not at fault to obtain compensation for harm suffered under the conditions set forth in the Contract.
In the case of early termination of the Contract at the fault of the Client, the latter shall pay to CHECK IT OUT SAS all sums that may be due to it under the Contract if the Contract had continued until its term initially agreed upon by the Parties.
17. Force majeure
The suspension of obligations due to a case of force majeure cannot be considered a breach of contract for non-performance of said obligations and shall not result in the payment of damages or late payment penalties.
Events considered to be cases of force majeure are all events external to and outside the control of the Parties, making it impossible to uphold their obligations. Such events include, notably, epidemics, pandemics, damage caused by water, lightning, fires, flooding, earthquakes, storms, insurrections, malfunction of the electrical grid, outage of external telecommunications networks, demonstrations or social unrest, strikes, lockouts, or any situation that makes it impossible to access facilities, or any degradation, act of vandalism, or seizing control of the equipment of CHECK IT OUT SAS by a third party not authorised by CHECK IT OUT SAS.
The Client expressly authorises CHECK IT OUT SAS to mention or have appear in its communications, and notably on its website, the name and brand of the Client and the nature of the services provided under the Contract.
The Client shall expressly refrain from soliciting with a view to hiring or being hired by, directly or indirectly, any staff member of CHECK IT OUT SAS for the entire duration of the Contract and for a period of three (3) years after the Contract ends for any reason whatsoever. The Client serves as a guarantor for the application of this prohibition by the other companies in the group to which the Client belongs. The Client acknowledges and accepts that violation of this obligation may cause considerable harm to CHECK IT OUT SAS and shall be considered a serious breach of contract by the Client, giving CHECK IT OUT SAS the right to immediately terminate the Contract. In the event of violation of this prohibition, the Client shall be responsible for immediately paying CHECK IT OUT SAS, under a penalty clause, lump-sum compensation in an amount equal to twenty-four (24) months of the last gross monthly salary of the person solicited or hired, plus all expenses incurred for the recruitment of a replacement.
20. Transfer – subcontracting
As this Contract is concluded intuitu personae, the rights and obligations arising therefrom cannot be sold or transferred to any person, in any capacity, and in any form whatsoever without the express prior written agreement from the other Party.
However, CHECK IT OUT SAS reserves the right to subcontract all or part of the Services, which the Client hereby accepts.
In that case, CHECK IT OUT SAS shall remain solely responsible for the execution of the Services by its subcontractors.
21. Miscellaneous provisions
21.1 Address for service. The Parties name as their addresses for service the addresses indicated in the Special Terms and Conditions.
21.2 Notification. Any formal notice or order given within the framework of this Contract must be send by registered letter with acknowledgement of receipt to the address for service of the Parties.
21.3 Independence. The Parties hereby declare and acknowledge that they are and shall remain, for the entire duration of this Contract, independent commercial and professional partners, each assuming all of the expenses related to the exercise of their respective activities.
21.4 Applicable law and jurisdiction. This Contract is governed by French law. Any dispute arising from the interpretation or performance of the Contract shall be subject to an attempt at an amicable resolution. As such, the Parties agree to come together to resolve their dispute in a meeting organised at the initiative of either of the Parties. Should the Parties fail to reach an amicable solution within one (1) month from the holding of the aforementioned meeting, all litigation that may arise from this Contract, regarding its validity, its interpretation, its performance, its termination, as well as the consequences and results thereof, shall be submitted to the jurisdiction of the courts under the Paris Court of Appeals.