Conditions Générales d'Utilisation (CGU)

ARTICLE 1: SCOPE OF THESE GTU

1.1 These General Terms of Use ("GTU") apply to any download and to any use by a user (the "User") of the smartphone application VIDEO TOOL ("Video Tool") provided by AVH ("AVH"). The fact that the User downloads and /or uses Video Tool signifies full, unconditional knowledge and acceptance of these GTU by the User.

1.2 Failure to exercise all or part of any of his rights by AVH shall under no circumstances constitute a waiver or renunciation of this right.

1.3 Should some provisions of these GTU be invalid, unenforceable or constitute a violation of the law in full or in part, or may not be applied for any reason whatsoever, the remaining provisions of these GTU shall remain unchanged and continue to apply to the parties.

ARTICLE 2: DESCRIPTION OF AVH’S SERVICES AND PROVISIONS

2.1 AVH’s Services include: - a web application, accessible to authorized employee Users who are affiliated with an establishment as defined by its SIRET number or any other identification number and acting as an authorized partner, - a mobile application (Video Tool) designed for users authorized by the partner acting as director, actor or extra, - a mobile application (Video Tool), which is a Windows download application ("Video Tool Reader") available through a commercial option. The items referred to above are designed to ensure: - assistance in the production of a video sequence, contained in a Customizable Material (as defined below) such as a "storyboard", allowing the user to produce user image sequences; - editing by AVH according to a predefined frame; - the distribution of the Customized Material; - the management of all features via an Extranet interface (defined below).

2.2 Result: The use of Video Tool results, in particular in the provision to the authorized user of a customized video material including at least one sequence (usually more) filmed by the Director and available for streaming access and/or through Video Tool Reader depending on the subscription to the commercial option.

2.3 Conditions of access: To use Video Tool, the User must at least have: (i) access to a cell phone network, (ii) a compatible and updated technology by which features of Video Tool may be used, and (iii) a camera-equipped smartphone. The use of Video Tool requires compatibility with current browsers, as well as IOS and Android operating systems updated on functional devices with Video Tool technology. In order to be able to use the application, the Client will need to provide an email address for each User.

2.4 Compatibility with Video Tool: It is the responsibility of the User to make sure that his Smartphone is connected to the Internet and compatible with the proper use of Video Tool, including but not limited to updates to his mobile environment, available memory, store access, operating camera and microphone, original factory settings (e.g., changing the screen display settings may modify or impair proper use of the Video Tool application).

ARTICLE 3: DEFINITIONS

3.1 Video Tool here refers to the application "Video Tool" offered by AVH to its Clients and Users.

3.2 The Client is the employing establishment of the User. The commercial relationship between the Client and AVH is governed by a contract and the TOS (Terms of Service of AVH).

3.3 The Customizable Material consists of (i) a frame, which is a material consisting of at least one sequence, which may be in a graphical, photographic or video form, with or without audio, the purpose of which is to describe an item to be filmed (technical document, dramaturgy, etc.) of which at least one item is to be produced by the user through the Video Tool application, and (ii) of one or several graphic layers downloaded by the Director via the Video Tool application in order to produce the corresponding sequence, and transferred, after completion, to AVH’s services for Editing purposes. The customized media content, its form, along with its graphic layers are validated by the Client during the design phase, and may therefore no longer be changed in the future.

3.4 The Customized Material is the final result of the filmed item, including the sequences shot by the Director and edited by AVH.

3.5 The Extranet is the Video Tool web application accessible on the Internet by the Client via the identification codes allocated to him by AVH. It consists of a catalog section to which an order process is connected. It provides the tracking and management of various features such as invoicing, data related to the user account, Director appointment features, and sending of the Customized Material to any viewer or distribution of customized materials from the tab "my channel", sharing access with the different authorized users of the Client’s establishment. Depending on the commercial option subscribed to by the Client, this Extranet hosting is dedicated, that is, available specifically for his exclusive use, or shared with other subscribers.

3.6 Editing is the final arrangement, by AVH, of all shots taken by the Director according to the order specified in the Customizable Material. Editing is possible and may only be initiated when all specified sequences have been shot. Editing may only be performed by AVH (or its subcontractors), unless there is a commercial agreement of an exceptional nature. Editing deadlines are set by the Client, when entering into the contract. In the absence of specification, the deadline shall be set by AVH.

3.7 The Director shall be designated by the Client on the Extranet and receives an email with personal login IDs; he is in charge of producing the Customized Material. Once appointed by the Client, the Director will download the Video Tool application to his smartphone and film the sequences corresponding to the Customizable Material provided to him and send them back once these have been completed.

3.8 The Viewer refers to any person, employee or spectator authorized by the Client and AVH to view the Customized Material from the Client.

3.9 The Manager is the Client’s employee whose role is to facilitate the deployment of the tool in multiple establishments. The role of Manager is available through a commercial option on request from the Client. The Manager is an authorized user, designated by the Client and connected with an establishment, and whose function is to fill out the administrative delivery and invoicing information of his establishment to register in the Video Tool system. He agrees to provide accurate information (as inaccuracy may potentially cause serious damage to AVH (such as incorrect tax information, including VAT information). As soon as the information provided has been validated by the Client via their "admin interface" , the Manager may designate authorized partner Users within the scope of his establishment.

ARTICLE 4: ROLE AND LIABILITY OF THE USER AS DIRECTOR

4.1 The Director is designated by the Client of AVH. He completes the User’s contact details, which initiates the automatic forwarding of an invitation email to the latter.

4.2 Once he has received an email invitation, the User shall download the Video Tool application on his Smartphone. The User who agrees to download Video Tool and use it as agreed with the Client will then assume the important role of "Director" , as well as resulting obligations and liabilities thereof.

4.3 Role of the Director: The Director is a person appointed by the Client as "director" and responsible for organizing the project to produce a customized video material in his establishment.

4.4 Once appointed by the Client, the Director will download the Video Tool application on his smartphone and film the sequences corresponding to the Customizable Material provided. The Director may only produce one Customized Material at a time, rather than simultaneously. Obligations are associated with this role (and particularly the validation of the Customized Material prior to it being sent to AVH) to which the Director must fully agree in order for the Client and AVH to complete the Services on behalf of the Client.

4.5 Deadlines: The Director undertakes to shoot all sequences mentioned within the deadlines specified by the Client (i.e. his employer).

4.6 Compliance with Video Tool instructions: The Director agrees to make its best efforts to comply with the instructions provided by the Video Tool graphic layer, and not to record any content other than that which has been provided in the sequence, in particular, to respect at least the duration, framing and context of each thumbnail.

4.7 Consent of persons filmed: The Director must ensure consent of all persons filmed (colleagues, actors or extras, third parties) on Video Tool before filming them. He shall not film his colleagues or third parties who would not express their consent. The consent of the participant is expressed by his presence on camera. The liability of AVH shall under no circumstances be incurred for any conflict resulting from image reproduction right issues.

ARTICLE 5: VALIDATION OF SEQUENCES FILMED BY THE DIRECTOR

5.1 By agreeing to these GTU, the Director agrees to be delegated in the task relating to the validation of shot images and take full and entire liability, in particular with regard to the damage that any third party may incur (including, in particular, AVH or his employer, hosting providers storing and distribution of finalized materials) in the context of failure to comply with the content of images referred to in the Video Tool project filmed by himself.

5.2 The User, as a Director, shall be liable for the shooting of sequences with his colleagues BUT also for the validation of sequences shot by himself (for the record, the Customizable Material along with its graphic layers have been validated during the design phase). When all shots associated with a project have been taken, this causes a "SEND" button to appear, which allows the entire video file to be sent by the Director of AVH so that AVH can perform the Editing.

5.3 When he presses the "SEND" button, the Director validates the technical and qualitative quality of images as well as their content. Once the file has been sent to AVH, no claim for modification regarding the aforementioned image qualities, or their inappropriate content, shall be accepted. No claim shall be accepted in the event of accidental sending.

5.4 The shooting of images is delegated to the User as Director by the Client. The Director, by the act of sending to AVH data and filmed sequences, validates the latter. The validation of filmed sequences is therefore achieved by said act of sending. Any and all complaints may only concern the effective operation of Video Tool in its key technical functions as described in article 2-1 above.

5.5 Data transfer: The Director undertakes to ensure the transfer of data completed by AVH within a deadline consistent with his technical consideration by AVH editing services, as agreed with the Client. The User must make sure that he has an Internet connection or cell phone adapted to the transfer and a phone connected to the mains.

5.6 Additional costs of data Transfer: AVH draws the User‘s attention to the fact that the selection of data transfer through smartphone may potentially result in the use of all or part of the User’s plan, or possible overcharging; the consequences of such sending as well as possible additional costs incurred may not be claimed by the User against AVH.

ARTICLE 6: OBLIGATIONS AND LIABITY OF THE USER AS DIRECTOR

6.1 Safety of persons: All Users and the Director in particular, undertake to comply with, or enforce, on any person using Video Tool, the applicable safety regulations in their establishment and workplace, and not to put themselves, colleagues or third parties at risk when producing sequences specified. The User is specifically reminded not to take shots next to hazardous or dangerous operating equipment. AVH accepts no liability in the event of any incident or accident arising during a shooting with Video Tool.

6.2 Safety of goods and tools: The User agrees to respect the integrity of goods, inventory, products, equipment, tools of their employer and not to interrupt or slow down the production of their employer by using Video Tool, nor interfere with control devices due to wave transmission related to the smartphone. AVH may not be held liable for the consequences of potential damage which would be caused by the User to goods, inventory or tools of his employer in connection with the use of Video Tool, or any interruption or slowdown of production which may arise from the use of Video Tool by a User.

6.3 User’s smartphone: The User, when he uses his personal Smartphone to access the Video Tool application, agrees to take every precaution not to harm his device through damage, fall, temperature, software compatibility, scratches, wave radiation etc., and ensure its proper technical operation. After validation of the terms of use, in the event of breakage or deterioration, failure, no complaint shall be accepted by AVH or his employer. Neither AVH nor the Client may be held liable for malfunctions on the User’s smartphone which occurred after downloading the application including and not limited to the problem of storage, occupied memory etc.

6.4 Accuracy of information provided: The User agrees to provide accurate information to AVH and his employer. Failure to comply with this obligation shall incur the liability of the User and the Client.

6.5 Shot images: The designated Director undertakes to comply with the instructions provided by the graphic layer, and not to record any content other than that which has been provided in the sequence, in particular, respect at least the duration, framing and context of each thumbnail. Images shot by the Director shall not infringe laws, regulations, user charters or national and international ethical rules in force. In particular, any content promoting incitement to crimes and offences, racial hatred or suicide, justification for crimes against humanity, or containing child pornographic materials is strictly forbidden; any violent, obscene or pornographic content is also strictly forbidden.

6.6 Secrecy: The Director shall maintain the confidentiality of industrial processes from their workplace or shooting location or anything else that may record confidential information from his employer and undertakes not to shot or produce on image media whereby the latter may be disclosed to AVH.

ARTICLE 7: USER’S RIGHTS

7.1 In the event of an appointment made by mistake or against his will, the User may refuse the role of Director as well as the shooting of sequences related to the Video Tool project of the Client. In this case, he may forward the appointment email to a third party with the prior consent of the Client.

7.2 By agreeing to these GTU, the Director agrees to receive emails to his personal email address for proper delivery of Services by AVH which have been ordered from it by the Client. He expresses full and unconditional consent to use the Video Tool application on his smartphone. He acknowledges that he will return the sequences associated with a project once they have been shot within five (5) working days.

7.3 The Director certifies that he has read the conditions necessary to the safe shooting of sequences, he fully understands and he agrees to them.

ARTICLE 8: OPERATION OF THE VIDEO TOOL APPLICATION

8.1 The Video Tool application uses third-party technology modules to operate, such as, but not limited to, the IOS language, as well as to provide its hosting. The managers of these third-party modules may decide to make significant structural changes, causing Video Tool to be inoperative for an indefinite period, for which no indemnity may be claimed against AVH in the absence of subscription by the Client (the User’s employer) to the predictive and progressive maintenance service offered by AVH.

8.2 Internet environment: AVH may not be held liable for the Internet environment of each User, its changing nature (such as failed connections, prohibited Internet connection), blocking of some external components of the Video Tool application requiring an Internet connection, or any transfer failure related to the connection.

8.3 Causes internal to the User’s Smartphone: AVH does not guarantee that any operation will be performed through a Smartphone using Video Tool including: recording of user sequences, memory storage, deficiency internal to the device, obsolescence of the operating system, scratched lens, image quality etc.

8.4 Any malfunction of Video Tool shall be the subject to a claim filed to AVH and detailing the malfunctions encountered.

ARTICLE 9: INTELLECTUAL PROPERTY

9.1 Property of AVH: AVH is the exclusive owner of all intellectual property rights pertaining to the Video Tool application and its content. Notwithstanding the provisions of this article, none of the provisions of the GTU may be construed as an assignment, transfer, sale, concession, license, loan, lease, or licensing contract agreed directly or indirectly by AVH for the benefit of the User on the Video Tool Application, its content and/or Services offered by AVH.

9.2 Copyright: The User acknowledges that the use of the Video Tool application to shoot sequences is a simple execution rather than an artistic and/or original production under copyright. Therefore, no right under copyright or related rights may be claimed by the Director from the Client or AVH.

9.3 Property of shot images: In accordance with the legislation, rushes corresponding to the images shot by the Director are the sole property of AVH. Customized Materials are the property of the User’s employer, within the scope described in the GTS of AVH.

9.4 Infringement and compliance with third-party rights: The distribution of physical or intangible asset protected by intellectual, literary, artistic or industrial property right, which may constitute an infringement, (including but not limited to the general terms of sale and use), the User shall ensure that he does not use his access for purposes of reproducing, representing, providing or disclosing to the public works or objects protected by copyright or neighboring right without the authorization of right holders under Books I and II of the Intellectual Property Code. Failure to fulfil this obligation by the User may hold him liable. The User further acknowledges that copyright or neighboring right infringement (such as, for example, the reproduction, representation, provision or disclosure to the public of works or objects protected by copyright or neighboring right without the authorization of right holders) constitutes an act of infringement, liable to civil and/or criminal penalties (up to 3 years of imprisonment and a €300.000 fine). The User acknowledges that piracy harms artistic creation. The User shall take every precaution necessary to protect his own data from contamination by potential viruses circulating over the Internet network and the misuse by third parties of the access provided. The User undertakes to ensure that the work viewed or applications to which he subscribed are not shared to any electronic communications network, including, in particular, Internet, or more generally provided to third parties outside the scope of the establishment as previously described by any means whatsoever.

ARTICLE 10: CONTROL BY AVH

AVH reserves the right to control the User accounts of its Clients. The employer of the User agreed to provide him with any information required relating to Video Tool on his first request. AVH reserves the right to suspend permanently any User account responsible for any fraud or breach of one of the aforementioned obligations. Only indisputable evidence of cyber-attacks shall be accepted as an exception. Any breach of these GTU may be subject to prosecution by AVH by means of a compensation for the damage caused. Should the Client distribute one or several Customized Materials (or Customizable) outside the contractual scope agreed with AVH, a contractual penalty shall be paid by the Client to AVH on 1st request by registered letter and calculated as follows:
AVH compensation = Sales price of Services x number of Establishments of the Client x number of Materials involved
AVH furthers reserves the rights to claim any additional compensation should its actual loss exceed the sum calculated as above.

ARTICLE 11: AVH’S LIABILITY

11.1 AVH transfers all liabilities for the use of the Video Tool application to its Client and any authorized User. AVH shall have no liability towards the User outside the scope related to the proper operation of Video Tool. In any event, its liability is strictly limited to the repair or replacement of the Video Tool application should it be determined that the latter contains bugs or malfunctions.

11.2 AVH accepts no liability for incidents which may affect the User or his colleagues or third parties when using the Video Tool application.

11.3 The User is informed that AVH shall not be liable for the content of messages disseminated through customizable videos available on his service. AVH assumes no liability for the content of sequences shot by any User.

ARTICLE 12: PROTECTION OF PERSONAL DATA

12.1 The User’s personal data processed by AVH: The User is informed that the collection of some of his personal data (as well as that of his colleagues having been filmed) is necessary to the proper execution of the project commissioned by his employer from AVH. These data shall be collected by AVH solely as part of his commercial relationship with the Client, in the interests of the proper execution of orders and projects of the Client. They are reserved for the exclusive use of AVH, and if necessary, its subcontractors or providers. In the event of a litigation process, the data may be brought to the attention of the legal institution and parties involved. The data controller within AVH can be contacted at rgpd@avh.com or by postal mail at AVH’s head office address. Unless the User gives his express consent, his personal data (and that of his colleagues or third parties who have been filmed) shall not be used by AVH for other purposes than those referred to in this clause. Unless otherwise agreed, AVH shall keep the personal data collected for a maximum period of 3 years following the end of the commercial relationship with the Client. Any User has a right to access, rectify, delete, limit and object to the processing and right to the portability of his personal data collected by AVH. As long as he does not object to the purpose of processing, this right may be exercised by submitting a request by post mail or email to the data controller whose contact details are provided herein. Response time shall be one month maximum. The refusal must be justified and in the event of refusal, the Client may submit a request to the National Commission for Information Technology and Civil Liberties (CNIL) (3 place de Fontenoy, 75334 PARIS) or to a judicial authority.

12.2 The User’s personal data provided by the Client to AVH: Considering that AVH must necessarily process personal data of the Client’s Users provided by the Client (name, surname, email address, images shot by the Director …), the Client has certified to AVH that he will ensure, with regard to his employees, full compliance of the legal and regulatory provisions applicable to the collection, processing and provision of these personal data by AVH. Under no circumstances shall AVH be deemed liable on these grounds.

ARTICLE 13: APPLICABLE LAW – DISPUTE RESOLUTION

13.1 These GTU are exclusively subject to French law.

13.2 Any dispute relating to the sale of Services or to the provision of deliverables by AVH to the Client or regarding the commercial relationship between the parties, even in the event of an action to enforce a warranty or the introduction of multiple defendants, shall fall under the exclusive competence of the courts within the geographic jurisdiction of the Court of Appeal of NANCY (Cour d’Appel de NANCY, France).