GENERAL TERMS AND CONDITIONS OF SALE (GTCS)

REALDIR

1. Purpose of the GTCS

These General Terms and Conditions of Sale (hereinafter the "GTCS") govern the contractual relationship between:

On the one hand, REALDIR, a simplified joint stock company, with capital of 1,000.00 euros, headquartered at 10 avenue Berthet 95110 Sannois and registered in the Pontoise Trade and Companies Register under number B 922 396 015 (hereinafter the "Partner"), whose main activity is the sale of live video broadcasting services on the REALDIR Platform (hereinafter the "Platform").
And on the other, any individual or legal entity wishing, on a professional or personal basis, to benefit from the live video broadcasting Services offered by the Platform hereinafter (the "Organizer").

The Partner and the Organizer are hereinafter referred to individually as the "Party" or collectively as the "Parties".

The GTCS govern the conditions under which the Partner provides the Organizer with live video broadcasting Services (hereinafter the "Services") via the Platform.

2. Definitions

The terms and expressions identified by a capital letter in the GTCS have the meanings indicated below, whether used in the singular or plural:

"Account": refers to the unique and personal space reserved for the Organizer, accessible after registration and enabling it to make the various Services available to Users via the Platform.

"Content": refers to any type of contribution (notably text, image, video, sound, etc.) published by a User on the Platform.

"Organizer": legal entity or natural person organizing any type of event (music concert, performance by a music conservatory or music school, town council, companies, social and economic committee, etc.) in which Participants (artists, musicians, etc.) may take part and which is broadcast live to remote Users (spectators, parents and families, etc.).

"Participant": natural person or natural person acting on behalf of a legal entity taking part in the event organized by the Organizer in their capacity as on-stage performers (musicians, artists, conservatory children, etc.).

"Services": refers to the services and functionalities made available as part of the Platform and described in Appendix 1.

"Subscription": any Subscription taken out allowing access to the Services provided by the Platform.

"User": refers to any person with an Account accessing the Platform. The User may be qualified as a Remote User (virtual) or an On-site User (face-to-face).

3. Acceptance of the GTCS

The GTCS apply to any Subscription of Services in connection with the Platform (hereinafter "Subscription").

Consequently, the Organizer implies having read the GTCS beforehand, at the time of subscription, and is deemed to have accepted them in full and without reservation, by ticking the box "I accept the general conditions of use and sale" or any similar box provided for this purpose on the Platform. This acceptance can only be full and entire, any acceptance with reservations being considered null and void.

The Partner reserves the right to change or update the GTCS at any time, without notice and at its sole discretion, in order, in particular, to comply with any commercial, technical, legal or regulatory developments. In this case, the applicable GTCS will be those in force on the Subscription date, apart from any modifications required by regulations which may apply during the provision of the Service, and subject to prior notice to the Organizer.

4. Subscription terms and conditions

4.1 Creating an account

Any subscription to a Subscription implies the prior creation of an account on the Platform (hereinafter the "Account"). The creation of an Account is reserved for the Organizer and enables it to manage events and their broadcasting.

Finalization of Account registration requires validation of an email address. On receipt of a validation email, the User must click on the link to access the Platform.

On-site or remote Users must also accept the General Terms and Conditions of Use of the Platform (GTCU) before any use.

4.2 Features of the platform

As part of the use of the Platform, the Partner offers a number of features, including:

broadcasting any type of video, audio or photo Content in a simplified, high-quality audio and multi-channel way;
broadcast any event (live music, town councils, weddings, family events, etc.) in a simplified way, in high audio quality and with multiple video/audio channels, accessible anywhere in the world in high quality/definition;
generate Content by choosing the video and/or audio source and highlighting a particular artist or musical instrument, etc.

Details of the Service are given in Appendix 1.

4.3 Taking out a subscription

Any Subscription to the Services offered by the Platform will only be effective once it has been validated and paid for by the Organizer. Once the Subscription has been taken out, a confirmation e-mail will be sent to the Organizer.

5. Duration and termination

5.1 Duration

Minimum duration of 1 year, renewable except in the event of termination: The duration of these GTCS will begin upon acceptance of these GTCS via a checkbox. The GTCS will remain in force for a period of one (1) year ("Initial Term") renewable by tacit agreement for successive periods of one (1) year (each year being an "Extended Term"), unless terminated by registered letter with acknowledgement of receipt at least three (3) months prior to the expiry date of the current term in accordance with section 5.2.

5.2 Termination

Minimum duration of 1 year, renewable except in the event of termination: The Organizer may terminate the GTCS after the Initial Term for any reason or no reason, at its convenience, by sending the Partner a registered letter with acknowledgement of receipt at least three (3) months before the expiry date of the current term. The Partner may terminate these GTCS for any reason or no reason at any time by providing thirty (30) days' notice.

6. Financial conditions and terms of payment

6.1 Price

The prices (hereinafter the "Prices") applicable to the Services are in euros and are those in force on the day the Subscription is taken out. Prices are always exclusive of tax, with taxes being borne by the Organizer at the rate in force on the day of invoicing.

The Prices may be modified by the Partner at any time and at its sole discretion, in compliance with the regulations in force. Any new Prices will come into force as soon as it is published by the Partner on the Platform.

6.2 Invoicing and payment terms

The Partner provides the Organizer with an invoice upon validation of the Subscription. Unless otherwise agreed between the Parties, the Organizer undertakes to pay the invoices within thirty (30) days of their date of issue, net and without discount.

In the event of non-payment of an invoice on the due date and unless the Organizer gives a legitimate reasoned objection, the Partner may, without prior formal notice, claim late payment interest from the Organizer at the rate of three (3) times the legal interest rate in force on the date on which payment was due, calculated per day of delay from the due date of the invoice until the date of actual payment, as well as a fixed indemnity for collection costs, the amount of which is defined by decree. If the recovery costs incurred by the Partner exceed the amount of this fixed compensation, the Partner will be entitled to request additional compensation, on justification.

The Organizer must notify the Partner of any dispute regarding an invoice in writing before the due date of said invoice and, in derogation of article 1223 of the Civil Code, may not decide on its own to reduce any of the sums appearing thereon.

If the Organizer withholds a sum the payment of which is claimed by the Partner, the latter may also suspend the Service eight (8) days after formal notice sent to the Organizer (by registered letter with acknowledgement of receipt) has remained without effect, without this suspension being considered as a breach by the Partner of its obligations under the GTCS.

7. Right of withdrawal

The right of withdrawal allows consumers, i.e. any natural person acting for purposes other than a commercial, industrial, craft or professional activity, to have a period of fourteen (14) days to change their mind in the event of a distance purchase. However, in accordance with article L 221-28 of the French Consumer Code, this right of withdrawal cannot be exercised for Subscription contracts. Consequently, any Organizer known as a "consumer" has no right of withdrawal and declares that he expressly waives this right by ticking the box provided for this purpose when subscribing, given that the Service constitutes a Subscription contract and that performance of the Service began immediately with his express agreement.

8. Personal data

As part of the provision of the Services, processing of Personal Data (within the meaning of Article 4.1 of Regulation (EU) 2016/679 of 27 April 2016 - GDPR) is carried out concerning the Organizer, a natural person or the Organizer's natural person representative, a legal entity (hereinafter the "Data Subject").

To find out more about how this processing of personal data is carried out and to exercise your rights, the Data Subject is invited to consult the Privacy and Cookies Policy.

9. Confidentiality

For the application of the present article, "Confidential Information" designates all information, knowledge, documents (including the present GTCS) communicated by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") within the framework of the execution of the GTCS of any nature whatsoever.

Not considered as Confidential Information is any information for which either Party can prove i) that it fell into the public domain prior to the entry into force of the GTCS or after the latter by a means other than the non-respect of its confidentiality undertaking provided for herein; or ii) that it was already known to it prior to communication by the Disclosing Party; or iii) that it was received from a third party in a lawful manner without restriction or breach by this third party of an obligation of confidentiality towards the Disclosing Party; or iv) that it is the result of internal work undertaken in good faith by the personnel of the Receiving Party who did not have access to Confidential Information.

Except with the express prior written agreement of the Disclosing Party, the Receiving Party undertakes to ensure the confidentiality of the Confidential Information, in particular:

To use the Confidential Information solely for the purposes of carrying out the Services and for the period defined below;
To keep and process this Confidential Information in a strictly confidential manner, with the same concern for protection and precaution that it accords to its own Confidential Information of the same nature;
Not to reproduce or communicate, in whole or in part, the Confidential Information to third parties;
To transmit the Confidential Information only to those members of its staff, its advisers, its sub-contractors and its representatives who have an absolute need to know this information in the context of the performance of the GTCS. In the context of this communication, the Receiving Party undertakes to take all necessary measures to ensure compliance with this undertaking by the data subjects mentioned above for whom it acts as guarantor;
To cease immediately, on the express, prior and written request of the Disclosing Party, any use of the Confidential Information and to return to the Disclosing Party or destroy on its request all documents or media containing Confidential Information as well as any reproduction thereof without thereby being released from its undertaking of confidentiality.

However, the Receiving Party may disclose Confidential Information in the following cases:

The use or disclosure of the Confidential Information has been authorized in writing by the Disclosing Party;
The Confidential Information is the subject of a request by an administrative authority or must be disclosed pursuant to a law, decree, regulation or court order. Such disclosure is limited to that part of the Confidential Information which is the subject of this obligation, it being specified that the Receiving Party undertakes, provided that this is legally possible, to inform the Disclosing Party prior to any disclosure;
To its insurance broker, legal advisors, statutory auditors, auditors and tax and social security bodies in the event of an audit.

The provisions of the present article will remain in force for the entire duration of the GTCS and one (1) year from their expiry or termination for any reason whatsoever.

10. Intellectual property

10.1 Ownership of elements

The GTCS do not give rise to any transfer of intellectual property rights of any nature whatsoever between the Parties, each Party retaining exclusive ownership of its pre-existing intellectual property rights, as well as the means, tools, inventions, methods or know-how created or developed independently and/or during the performance of the Services, whether or not they are the subject of specific protection (hereinafter the "Elements").

In this respect, any use (and in particular the reproduction, representation, modification or translation, whether in whole or in part, whether in return for payment or free of charge) of the Elements is strictly prohibited without the express prior written authorization of the Party concerned.

10.2 Granting a right of use

Subject to acceptance of and compliance with the GTCS, the Partner grants the Organizer a limited, non-exclusive, non-transferable right to use the Elements to (i) access and use the Platform and associated Services for the duration of the GTCS, and (ii) access, install, copy and use the Elements solely for the use of the relevant Services within the Platform.

10.3 Authorization for image rights

The Organizer undertakes to obtain the image rights authorisations of the Participants at each event organized by the Organizer or via a designated third party. This authorisation must be signed by all Participants, including the holders of parental authority in the case of Participants who are minors.

11. Distinctive signs

Unless otherwise stated, the company names, logos and brands mentioned on the Platform are the full and entire property of the Partner, or are the subject of usage, reproduction or representation rights that have been granted to the Partner. They may not be used without the prior written authorisation of the Partner.

12. Guarantees

The Partner guarantees in particular:

The security of personal data: the Partner guarantees the protection, confidentiality and security of the User's personal data on the Platform.
Infringement of an intellectual property right: the Partner guarantees the Organizer that it is the owner or assignee of the intellectual property rights, within the meaning of the French Intellectual Property Code, of the Elements that make up its Platform and that it has all the necessary authorisations. In this respect, it undertakes to comply with all the provisions set out in the "Guarantee of eviction" article of the GTCS.
Violation of the applicable regulations, in particular with regard to content moderation: the Partner, as host of the Platform within the meaning of the law of 21 June 2004 (Confidence in the Digital Economy), offers Users of the Platform a means of reporting at any time any content that is illicit, illegal or prejudicial to others via the provision of an email address for reporting within the Platform: hello@realdir.live. The Partner will make its best efforts to take the report into account within a reasonable time and to take the appropriate measures necessary in the event of notification of such a report.

However, the Partner does not guarantee the accuracy, completeness, timeliness or other quality of the data integrated and disseminated by Users on the Platform. Nor does the Partner warrant that there will be no problems using the Platform, that the Platform will meet the Organizer's requirements, that its operation will be uninterrupted, secure, error-free, virus-free or timely, that any defects or errors will be corrected, or that any information stored or transmitted via the Platform will never be lost, corrupted or damaged.

The Partner reserves the right to broadcast, transcribe or cover an event or not. Consequently, the Partner reserves the right to refuse to broadcast or retranscribe an event at its own discretion.

13. Commitments of the organizer

The Organizer undertakes to perform the Services under the conditions set out in the GTCS. The Organizer acknowledges that he is responsible for the adequate security, protection and backup of his Content and, where applicable, of his applications.

By using the Platform, the Organizer expressly acknowledges and accepts that all the Content on this Platform is provided without any guarantee, i.e. "as is", "as available" with all its defects and without any guarantee of any kind, whether express or implied, other than that provided for by the law in force.

14. Limitation of liability

The Partner, as publisher of the Platform, undertakes to provide quality Services and functionalities. However, the Partner may not be held liable for any consequence and/or damage, direct or indirect, resulting from:

Any failure to perform or improper performance of all or part of the obligations set out in the GTCS which may be attributable to the Organizer, including a breach of its obligation to ensure the security and confidentiality of the connection Identifiers;
The use of Content, information and links to third-party sites appearing on the Platform;
Information and Content added by a User, which are the responsibility of their author, except in the event of control or moderation deemed necessary by the regulations;
The characteristics and operation of the computer or telephone equipment, browser, telecommunications network and any other technical means chosen by the Organizer to access the Platform. It is the Organizer's responsibility to ensure that the technical characteristics of his/her equipment allow him/her to access and use the Platform;
A temporary interruption in access to the Platform and/or its availability due to a maintenance operation, an update or any technical incident beyond the Partner's control or which could not reasonably be avoided, particularly in the event of an interruption in electricity or telecommunications services;
Fraudulent intrusion by a third party leading to a modification of the information published on the Platform, the structure of the Platform or its operation, or any risk of exposure of data and equipment due to the use of the Internet (possible viruses, hacking, etc.);
Unauthorised access or use, corruption, deletion, destruction or loss of the Organizer's content;
The occurrence of an event qualified as force majeure, as defined by article 1218 of the French Civil Code and in accordance with the case law of the French courts, and generally any event that prevents the proper performance of our obligations.

The above provisions do not apply in the event of gross negligence or willful misconduct attributable to the Partner.

Neither the Partner nor any natural person or company associated with the Partner, including any other third party, shall be liable for any damages resulting from the Organizer's use of, or inability to use, the Platform. This protection covers all losses and claims of any kind, including, without limitation, accidental, incidental, indirect, special, consequential damages, loss of profits or damages resulting from the loss of data or Content of the Organizer.

The Organizer will be entitled to obtain compensation for its prejudice resulting directly from a proven breach by the Partner of its obligations set out in the GTCS, up to an amount corresponding, all causes and all claimants combined and excluding bodily injury, to the total amount excluding VAT invoiced and paid in respect of the Service(s) over the last twelve (12) months.

The Parties expressly agree that all indirect damages are excluded from any compensation, including loss of profits or savings, loss of orders, loss of customers, operating losses, loss of data, damage to the Partner's image or any action brought against the Partner by a third party (excluding the "Guarantee of eviction" article).

The Organizer acknowledges that the Partner remains free to improve, correct and/or modify the Platform at any time and without prior notice, without this correction and/or modification giving rise to any right of recourse on its part.

Notwithstanding the foregoing, this clause limiting liability does not apply to the "consumer" Organizer. The Partner will be liable for any damage it causes to the "consumer" Organizer or to a third party as a result of the performance of the Services, under the conditions of ordinary law and the case law of the courts.

15. Guarantee of eviction

Each of the Parties undertakes to hold all rights and authorizations relating to the Elements, which it will have made available to the other Party within the framework of the GTCS.

Each of the Parties guarantees the other Party against any disturbance, claim, eviction and more generally any action which would be brought against it by a third party on the basis of an infringement of an intellectual property right on these Elements.

Consequently, each of the Parties undertakes to bear all reasonable costs and expenses relating to any action or claim based on the infringement of a third party's rights in relation to the Elements entrusted to the other Party, as well as all the financial consequences resulting from any judgment having the force of res judicata or resulting from a settlement whether or not following legal action.

The above warranties are subject to the following express cumulative conditions:

That the Party wishing to avail itself of this clause has notified the other Party of the third party's action or claim as soon as possible;
That the Party granting the guarantee has been able to defend freely and at its own expense its own interests as well as those of the other Party, in particular with regard to the choice of lawyers responsible for the defense;
That, in order to do so, the Party wishing to avail itself of the clause has cooperated loyally in the said defense by providing, in good time, all the elements, information and assistance reasonably necessary for the successful completion of such defense.

In the event that the prohibition of use of all or part of the guaranteed Elements is pronounced as a result of any action whatsoever or results from a transaction, and notwithstanding the right of the injured Party to claim compensation for its loss, in particular in the event of loss of use, the other Party shall endeavor, at its own choice and expense:

Firstly, to obtain the right for the injured Party to continue the exploitation of the rights granted within the framework of the execution of the GTCS;
Failing this, to modify or replace the infringing elements in such a way as to avoid any risk of infringement, while providing the injured Party with the same specifications in terms of functionality and performance.

The foregoing provisions set out the only remedies available to the Parties and the limits of the warranty in respect of infringement.

16. General provisions

16.1 Entire agreement

All of the stipulations of the GTCS constitute the entire agreement between the Parties with respect to its subject matter and supersede and cancel all prior declarations, negotiations, undertakings, oral or written communications, acceptances, understandings, conventions and agreements between the Parties.

Unless expressly agreed otherwise in writing between the Parties, it is agreed between the Parties that the GTCS take precedence over any provision to the contrary that may appear in any document emanating from it, including any general conditions of purchase.

16.2 Independence of clauses

In the event that one of the provisions of the GTCS is deemed null and void by virtue of a legal principle, law, regulation or invalidation by a court decision, the parties agree that the other provisions of the GTCS shall remain in force.

16.3 Non-waiver

The fact that one of the Parties does not avail itself of one of the provisions of the present GTCS does not constitute a waiver and does not deprive this Party of the possibility of availing itself of this provision at a later date.

16.4 Independence of the parties

None of the clauses of the GTCS may be interpreted as giving any of the Parties a power or mandate to act in the name or on behalf of the other Party, or as constituting any association or partnership between the Parties.

17. Applicable law and settlement of disputes

The present GTCS and their interpretation are governed by French law.

In the event of a dispute, the Organizer undertakes to contact the Partner as a matter of priority in order to attempt to resolve amicably any dispute that may arise between the parties. In addition, in accordance with article L612-1 of the French Consumer Code, any dispute or litigation between a "consumer" Organizer and the Partner may be settled out of court by mediation.

In the absence of an amicable solution, the dispute will be submitted to the exclusive jurisdiction of the competent French courts of the Partner's registered office.

Date of last GTCS modification: January 2024

Appendix 1: Platform services description

Realdir is a Platform providing a means of broadcasting live on digital channels a recording of a public or private event or show. This broadcast takes place live (simultaneously with the performance).

The aim is to connect the world (on-site or remote participants) and share any type of event.

The Platform's standard features include:

simplified, high-quality audio and multi-channel broadcasting of all types of video, audio and photo content, etc.;
broadcast any event (live music, town councils, weddings, family events, etc.) in a simplified way, with high audio quality and multi-channel video/audio, accessible anywhere in the world in high quality/definition;
generate Content by choosing the video and/or audio source and highlighting a particular artist or musical instrument, etc.;
send links to recorded events;
in the case of "public" or "family" events: the link can be sent to a large number of people so that they can follow the event.