General Terms of Service

Terms of Service – Last update 2024/10/25
 
These Terms of Service of the Vodalys Platform (“Terms”) lay out the conditions under which the Services (as defined hereafter) are implemented, and the Vodalys Platform is used by the Users (as defined hereafter).
 
If the User (as defined hereafter) is agreeing to the Terms on behalf of a company or legal entity, the said User must certify that they have authority to conclude such an agreement. The User therefore undertakes on behalf of the said entity to comply with the Terms and the entity may be held liable for any failure to comply or any breach of the Terms by the User.
 
 
ARTICLE 1. Definitions

“User Account”: means the personal Vodalys Platform account to be set up by the User wishing to access the Services (including the Vodalys Platform console).
 
“Vodalys Platform console”: means the website accessible via the https://console.vodalys platform/ URL; which enables the User to access the Vodalys Platform Services.
 
“Content”: means any audiovisual content provided and/or published by the Users on Vodalys Platform as part of a Project.
 
“Party” or “Parties”: means Vodalys and the User, individually or jointly. 
 
“Plan”: means a service package proposed to Users by Vodalys. The package defines the limitation of the service in terms of validity period, storage capacity, audience gauge amid other parameters listed in the package descriptions.
 
“Services”: means all the services delivered to the Users by Vodalys on Vodalys Platform, in particular: Content broadcasting and storage.
 
“User”: means any person who has a User Account on the Vodalys Platform and who may use the Services exclusively for a professional purpose.
 
“Vodalys”: means the VODALYS company, a SAS (Société par Actions Simplifiée) with a share capital of €38,505 having its registered head office at 6, rue du Quatre Septembre 92130 ISSY-LES-MOULINEAUX, registered with the Nanterre Trade and Companies Register under number 508 084 829, Email: info@vodalys.com
 
“Vodalys Platform”: means the online platform dedicated to the production and live broadcasting of Contents, published by Vodalys and available via the Vodalys Platform Console.

ARTICLE 2. Acceptance of the Terms

2.1. Terms application. These Terms shall apply without restriction or reservation to the Services provided by Vodalys Platform to their Users, who hereby declare that they have read and accepted the said Terms. All Users shall always be informed of these Terms when creating a User Account on Vodalys Platform. Users shall be invited to expressly accept these Terms by ticking the appropriate box when creating a User Account.  By clicking on the box, the User hereby accepts these Terms in their entirety and enters into a binding agreement between Vodalys and the User.
 
2.2. Terms modifications. Vodalys reserves the right to modify these Terms without notice. The User hereby undertakes to check the Terms contents from time to time and to abide by any modified terms and conditions or cease to use the Services. Vodalys reserves the right to assign their rights and obligations hereunder to any third party of their choice and in any form whatsoever, and the User acknowledges and accepts such right.
 
ARTICLE 3. Conditions of subscription to the Vodalys Platform
 
3.1. Information. The Vodalys Platform Services are strictly for the use of professionals as defined in the preliminary article of the French Consumer Code. By accessing, using and/or registering with the Vodalys Platform, the User certifies that they are a professional.
 
Vodalys may therefore ask the User to provide supporting documentation (i.e. Proof of registration with a Trade and Company register, identity card or passport of the person representing the company, etc.), including after registration on the Vodalys Platform. 
 
All persons wishing to use the Vodalys Platform Services must first of all register via the Vodalys Platform Console. The subscription process requires the User to create an online User Account by completing the necessary fields, in particular “Email” (a valid address) and “Password”.
 
3.2. Prior acceptance of the Terms. Subscription to the Vodalys Platform is complete when the User accepts these Terms pursuant to Article 2 and confirms their registration.
 
3.3. Confirmation of subscription – Data. A confirmation of subscription will be sent to the User by email. The data recorded in the Vodalys Platform IT system will be deemed to constitute proof of any transactions concluded with the User.
 
3.4. Personal User account. Vodalys Platform access codes (i.e. Login and password) are User-specific. The User hereby undertakes to keep the access codes that are allocated to them strictly confidential and not to disclose them to any third party, to avoid intrusion or fraudulent User Account use or misuse of the Services, the Contents and/or of personal User data. Every User is responsible for modifying their password from time to time and ensuring that their access codes are adequately protected. Every User is entirely responsible for the use and preservation of their access codes, and must immediately notify Vodalys if they become aware of a security breach caused by the communication or misuse of their access codes. Vodalys shall not be liable for any third party use of a User Account through unauthorized access to the User’s access codes, by whatever means. Any action undertaken via the User’s User Account shall be deemed to have been performed by the User and shall make them liable hereunder.
 
ARTICLE 4. Financial terms

4.1. The User agrees to pay the applicable fee for the User’s chosen Plan as provided in Vodalys pricing available at https://www.vodalys.studio/en/pricing or, if a different fee is agreed between Vodalys and the User, the User agrees to pay the agreed fee (the “Fee”).

4.2. Vodalys reserves the right to update Vodalys pricing at any time at its sole discretion.

4.3. The following ways of purchasing the Service are available:
– Online via payment by card.
– By contacting Vodalys and sending Vodalys all the information and contact details statutorily required for billing purposes (e.g. Plan, trade name, registered office, ID No., VAT No., etc.). Vodalys will then send the User an invoice that can be paid by card or via bank transfer. The User agrees to pay the Fee before the due date stipulated on the invoice (30 days)

4.4. Vodalys does not accept cheques.

4.5. In any event, the User agrees to pay the Fee, where applicable, before the User start using the Services.

4.6. Vodalys may charge interest on overdue amounts or suspend the provision of the Services until all overdue amounts due are fully paid. Interest will be calculated from the due date to the date of payment (both inclusive) using the French legal interest rate.

4.7. The invoices are sent to the User solely by e-mail in a non-editable PDF file and considered delivered if not automatically rejected or refused by server.

4.8. Vodalys uses Stripe (“Stripe”) for payment processing services. By using Stripe payment processing services User agrees to the Stripe Terms of service.

4.9.  Vodalys does not store any payment card information.

4.10 If User purchases the Plan through a reseller, all payment-related terms (including, but not limited to, pricing, invoicing, billing, payment methods, and late payment charges) will be set forth in User’s agreement directly with such reseller and such payment-related terms will supersede any conflicting terms set forth in this clause 4. Vodalys may suspend or terminate your or your Users access to the Services in the event of non-payment of the applicable fees to Vodalys by the reseller, or User’s uncured breach of the agreement. Notwithstanding anything to the contrary, the agreement between User and a reseller: (i) shall not modify any of the terms set forth herein other than those portions of Section 4 related to billing and payments, and (ii) is not binding on Vodalys. 

ARTICLE 5. Access to Vodalys Platform. Availability. Technical assistance.

5.1. Availability. Due to the very nature of the Internet and of mobile telephone networks, Vodalys offers no warranty that the User will enjoy permanent and uninterrupted access to Vodalys Platform and/or to the Services at all times. Vodalys makes every best effort to ensure that the Vodalys Platform Services are available 24/7, except during the necessary maintenance operations.
The User hereby declares and acknowledges that Vodalys Platform and the Services are dependent on the performance of the User’s equipment and on the telecommunication networks. The User shall in any case be responsible for making sure that (i) prior to accessing Vodalys Platform, the User’s terminal is available and has access to the Internet and to the 3G, 4G, etc. mobile telephone networks, as the case may be; and (ii) prior to accessing the Services, their terminal is properly operational and configured, that there is no interference and that there is an uplink connection with a capacity of at least 4Mbits/second.

5.2 Maintenance and modifications of Vodalys Platform or the Services. The User is hereby informed, and accepts, that Vodalys reserves the right, at its own discretion, (i) to update the platform in order to correct any anomalies or errors that might affect the use of Vodalys Platform and/or (ii) to modify Vodalys Platform and the Services to improve the User experience, to adapt to the emergence of new technologies and/or to comply with any changes in the law or new regulations. Throughout the maintenance operations, Vodalys may suspend access to Vodalys Platform and/or to the Services without prior warning to the User and without compensation. When Vodalys Platform is under maintenance or updates are being installed, Vodalys may modify Vodalys Platform (both the contents or the User interface) without prior warning to the User and without compensation.

5.3. Standard technical assistance. Vodalys provides standard technical assistance from Monday to Friday 9 am to 6 pm, excluding bank holidays. Technical assistance can be requested by email sent to support@vodalys.com.  Users may inform the Vodalys technical assistance service of any Service Anomalies (as defined below). Under an obligation of means, Vodalys hereby undertakes to make every effort to carry out, in reasonable period, the necessary corrections to reported Anomalies. “Anomalies” means any incident, defect or malfunction which significantly impedes the use of all or part of the Services and resulting in, or having the effect of, non-compliance with the Terms.
 
ARTICLE 6. User’s obligations

6.1. Regulatory compliance. When using the Services, the User hereby undertakes not to infringe any current laws, regulations, usages or standards, legitimate third party interests or Vodalys’s interests, Vodalys’s intellectual property rights or those of third parties or other Users.  In this respect, the User shall refrain in particular (without limitation) (a) from sending, storing, distributing or making available messages, sounds, videos, texts and/or images containing pedophile or pornographic material, inciting violence, racial hatred or hatred towards persons on the grounds of their sex, sexual orientation, gender identity or disability, likely to be considered as negationist, defamatory, insulting, calling for murder or suicide or glorifying, denying or trivializing crimes against humanity, being an incitement to the commission of acts of terrorism and their glorification, violating human dignity, the rights of the personality and privacy, and/or more generally violating public order or morality; (b) from engaging in or encouraging any act of hacking, spamming or fraudulent collection of personal data, as well as any uploading, downloading, hosting or transmission of viruses, Trojan horses and/or any malicious software (“malware”) or spyware, via Vodalys Platform. 

6.2. User-generated content. Each User shall be entirely responsible for the Contents that they create, modify and/or download to their User Account. The User shall in particular guarantee to Vodalys on request that the Contents published by the User do not infringe any existing standard nor any third party rights, and that they hold all the intellectual property rights and/or authorizations and licenses for the use, storage, reproduction, representation and publication of the Contents via Vodalys Platform.

6.3. Legal obligation to inform. Vodalys shall promptly inform the appropriate public authorities of any unlawful activity by a User of the Services that Vodalys may be made aware of.

6.4. User’s obligations. The User undertakes (a) to access and use Vodalys Platform and/or the Services according to these Terms and in compliance with current laws and regulations; (b) provide only true, up to date and fully comprehensive information for the use of Vodalys Platform and/or the Services; (c) not to access Vodalys Platform and/or the Services by using another’s User Account or identity; (d) not to access the Services by any other means than that provided by Vodalys; (e) to use a terminal that is compatible with Vodalys Platform and/or the Services and with the latest browser updates; (f) to deny access to Vodalys Platform to any third party without Vodalys’s express, prior written agreement; (g) to read and comply with the provisions contained in any documentation provided by Vodalys on Vodalys Platform and/or the Services, as the case may be. It is strictly forbidden to use Vodalys Platform for any other purposes than those authorized hereunder or in subsequent documentation forwarded by Vodalys.

6.5 Recommendations on Content back-up. The User hereby acknowledges and expressly accepts that Vodalys is not able to guarantee that the Contents will be saved in the event of force majeure, hacker attacks, IT failure, failure of its sub-contractors and partners, and more generally, due to any event beyond its control. Vodalys therefore strongly recommends that Users regularly save back-ups of their Contents to avoid the risk of Content loss by Vodalys for reasons beyond its control.
 
ARTICLE 7. Warranty

7.1 To the extent permitted by law, Vodalys Platform and the Services are provided “as is”, without warranty of any kind, express or implied, of merchantability, fitness for a particular purpose, and non-infringement (especially non-counterfeiting), which the User hereby acknowledges and accepts.

7.2 Due to the very nature of the Internet and of mobile telephone networks, Vodalys offers no warranty that the User will enjoy permanent and uninterrupted access to the Services and/or to Vodalys Platform at all times.

7.3. Vodalys offers no warranty:
– That Vodalys Platform and/or the Services are exempt from defects, errors or bugs and that they will operate without interruption. Users are therefore reminded that they must take all necessary precautions (including regular back-ups) to minimize any damage that may be caused by possible service interruptions or loss of data due to the use of Vodalys Platform;
– That the Vodalys Platform Console, Vodalys Platform and the associated Services are free of viruses and other dangerous items;
– That Vodalys Platform or the Services will operate correctly on a non-compatible terminal;
– That Vodalys Platform or the Services will meet the User’s needs.

7.4 No warranty shall apply in the event of (i) the User’s unlawful use of Vodalys Platform, the Contents and/or Services and/or use which does not comply with their purposes and/or documentation and/or these Terms, (ii) failure by the User to promptly install any Vodalys Platform updates, (iii) combined use of Vodalys Platform, the Services and/or the Contents with any other item of whatever nature which may cause malfunction or the infringement of a third party’s rights, (iv) misuse of the terminal or the browser by the User, (v) misuse of the Services in contravention of their contractual purposes, (vi) the User’s error or negligence or (vii) force majeure.

Vodalys does not guarantee the upward compatibility of the current version of Vodalys Platform with any new terminals or with any new versions of operating systems used on current terminals.

7.5 The User hereby holds Vodalys harmless against any third party claims and/or legal proceedings in particular directly or indirectly linked to the use of Contents via Vodalys Platform, especially (without limitation) given the laws protecting a person’s image and privacy, third party intellectual property rights and compliance with current laws and regulations.
 
ARTICLE 8. Liability

8.1 Vodalys’s liability

8.1.1. Web hosting service provider. Vodalys is considered to be a web hosting service provider according to article 6 of French Law n° 2004-575 of June 21, 2004 on trust in the digital economy and article 14 of Directive 2000/31/EC of the European Parliament and Council of June 8, 2000.

8.1.2. Legal limitation of responsibility. Vodalys is not required hereunder to monitor the information and Contents hosted at a User’s request, or to look for facts or circumstantial evidence revealing unlawful activities. Vodalys shall not therefore bear any liability for Contents, activities or information hosted at a User’s request, if at the time Vodalys was unaware that such content was unlawful or liable to violate public order or morality, or that facts or circumstantial evidence pointed to such a risk, or if Vodalys took measures to immediately remove such Contents and prevent access to the same, as soon as they became aware of their existence.

8.1.3 Vodalys provides access to Vodalys Platform and to the Services under a “best efforts” obligation.

8.1.4 The User expressly accepts that Vodalys may only be held liable for direct and immediate loss or damage they may incur as a result of non-performance, excluding any indirect and/or intangible loss or damage (such as loss of opportunity, data, business, sales, damage to the company’s image, etc.).  

8.1.5 Vodalys may not be held liable for any loss or damage whatsoever resulting in whole or in part from (i) one or several of the circumstances listed in items (i) to (vii) of Article 7.4; (ii) documents and/or information forwarded to Vodalys hereunder (including Contents);(iii) the User’s use, without Vodalys’s prior authorization, of Vodalys Platform or of the Services following a third party claim for infringement of their third party rights, including intellectual property rights. 

8.1.6 IT IS EXPRESSLY AGREED BETWEEN THE PARTIES THAT, SUBJECT TO CURRENT LAWS AND REGULATIONS, THE TOTAL AMOUNT OF COMPENSATION, DAMAGES AND COSTS OF ANY KIND THAT VODALYS MAY BE REQUIRED TO PAY TO THE USER FOLLOWING A JUDICIAL RULING OR A SETTLEMENT AGREEMENT PREVIOUSLY ACCEPTED BY VODALYS, SHALL NOT EXCEED AN OVERALL CEILING COVERING ALL THE ONGOING DISPUTES COMBINED, AMOUNTING TO ONE HUNDRED PERCENT (100%) OF THE SUMS (EXCLUDING VAT) THAT VODALYS HAS ACTUALLY RECEIVED FROM THE USER FOR THE PURCHASE OF CREDITS OVER THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT THAT RESULTED IN VODALYS’S LIABILITY.

8.1.7 Any legal proceedings, disputes or demands of any kind that the User engages in against Vodalys with regard to performance of the Terms, shall be initiated no later than one (1) year after the User has become aware or should have been aware of the event which prompted the proceedings, dispute or demand; failing which any action shall be voided under statutory limitations.

8.1.8. Hypertext links. Hypertext links contained in the User Account Projects or in Vodalys Platform may lead to other websites or other Internet sources. As Vodalys cannot control these websites and external sources, Vodalys cannot be held liable for making such hypertext links to websites and external sources available and shall not accept any liability for access to and use of these sites and external sources or for any content, advertising, products, services or any other information available on or via these external sites and sources. Vodalys therefore invites the User to read the third party sites’ and sources’ personal data protection policies to see how they collect and use any personal data they may acquire.

8.1.9. Antivirus protection. Each User is responsible for taking all appropriate measures to protect their own terminals, data, Content and/or software from contamination by any viruses present on the Internet.

8.1.10. Features. The presentation and features of Vodalys Platform Services are provided “as is” and are liable to be modified from time to time by Vodalys. The Vodalys Platform Console may contain technical or typographical errors or other discrepancies. Vodalys cannot be held liable for any errors or omissions present on the Vodalys Platform Console or in any referenced documentation.

8.2 User liability

The User is entirely responsible (i) for their terminal settings, their choice of Services and the consequences of their use, compliance with the Terms and with any regulations applicable to the use of Vodalys Platform and of the Services; (ii) for any use of Vodalys Platform and/or of the Services via their User Account, whether authorized or not; (iii) for the validity and accuracy of the documentation and other information provided to Vodalys hereunder; and (iv) for the Contents.

ARTICLE 9. Intellectual property

9.1 Vodalys holds or is vested with all the intellectual property rights relating to the elements that make up Vodalys Platform, the Vodalys Platform Console and/or the Services, including inter alia the texts, logos, images, graphic items, sound items, software, icons, layout, data base, graphic charter, names, logos, trademarks, and various copyright-protected creations and works (hereafter “Elements”).

9.2 These Terms imply no transfer of intellectual property rights on the Elements to the User.

9.3 Consequently, the User shall not reproduce, represent, adapt, translate and/or transform in part or in whole or transfer to another website any Element without Vodalys’s prior written authorization or that of its partners, as the case may be. Failure to comply with this provision may constitute an infringement (counterfeiting) and may make the User liable for criminal or civil proceedings.
As a general rule, the User undertakes not to infringe any of Vodalys’s intellectual property rights or rights for which Vodalys holds a user license or to damage Vodalys’s know-how, image, and/or reputation.

9.4 Subject to the User’s perfect compliance with these Terms and effective payment for the Plans, Vodalys grants the User, who accepts it, a personal, non-transferable and non-exclusive right of access, use and operation of Vodalys Platform, in order to perform the Services, for the duration of the User Account and for the whole world.

9.5 The User hereby grants Vodalys a personal non-exclusive right to use the Contents for the performance of the Services, for the duration of the User Account and for the whole world.
 
9.6 The User hereby grants to Vodalys, for the entire world, a personal, non-exclusive, non-transferable or sub-licensable, free license to use and distribute the User’s trademarks, logos and corporate names and those of any legal entity that the User represents for the purposes of performance of the Terms and as a commercial reference, for the entire duration of the User Account and two (2) years from the closing of the said Account, on any medium (including digital) and in any format and for the whole world.
 
ARTICLE 10. Personal Data protection

10.1. User’s personal data. The terms and conditions governing the processing of the User’s personal data are set out in the Vodalys Privacy Policy: Privacy Policy.

10.2. User identification data. Vodalys provides a web hosting service and consequently retains data enabling the identification of those persons who have contributed to the creation of contents on Vodalys Platform, pursuant to French Law n°2004-575 of June 21, 2004 on trust in the digital economy.

10.3 Processor. Given that the performance of the Services may imply one or several personal data processing operations on behalf of the User, the terms and conditions under which such processing is carried out by Vodalys are governed by Appendix 1 – Data processor in the Vodalys Privacy Policy.

ARTICLE 11. Privacy

The Parties hereby undertake to maintain the privacy of any confidential information that may be exchanged, collected or generated during the implementation of the Terms, for the entire duration of the User Account and for a period of five (5) years starting from the end of the User Account, whatever the circumstances. To this end, the Parties shall refrain from communicating any of this information on any grounds whatsoever, in any form whatsoever and for any purpose whatsoever and shall undertake to ensure that this obligation is respected by all its directors, employees and subcontractors if applicable.
 
ARTICLE 12. Term – Suspension – Termination

12.1 Term. User Accounts are held for an unlimited period.

12.2. Termination by the User. The User may terminate their User Account at any time by sending a request to info@vodalys.com. Vodalys will register the User’s termination request within THREE (3) business days following the receipt of the request.

12.3 Termination of a User account considered inactive.The following shall be considered inactive Users :(a) Users who have taken out a paid subscription and who have not logged in via their access codes to their User Accounts for a continuous period of 6 months after the end of the term of their paid subscription,(b) Users who have tried the platform free of charge and who have not logged in via their access codes to their User Accounts for a continuous period of 6 months.A reminder e-mail will inform them of this “inactive” status. This inactive status will result in termination of the User Account.

12.4. Suspension of a User Account. Vodalys reserves the right to suspend the User’s access to their User Account and to the Services in the following situations: (a) The User has failed to comply with part of all of these Terms or to one or more of the applicable laws and regulations; (b) Vodalys is made aware of the manifestly unlawful nature of the Content distributed and/or stored on Vodalys Platform by the User; (c) Vodalys has received a complaint or claim against the User from another User or a third party. Suspension of a User Account shall be notified by e-mail indicating Vodalys’s intention to apply this clause; it shall automatically come into effect fifteen (15) days after the written notification has been sent and the situation has not been resolved, without prejudice to Vodalys’s right to disable any manifestly unlawful Content, pursuant to French Law n° 2004-575 of June 21, 2004 on trust in the digital economy.

Notwithstanding the above, the Parties expressly agree that the Terms may be immediately terminated by Vodalys and the User Account closed as of right, without the sending of formal notice and without prejudice to Vodalys’ exercise of any other rights and remedies in the event of repeated or serious breaches of the Terms as described above.

12.5 Effect of termination or suspension of User Account, the User expressly authorizes Vodalys to delete all Content and information uploaded, published and received via his/her User Account upon expiration of thirty (30) days from the date of termination.

In any event, at the end of the term and for whatever reason, the User Account shall be disabled, the User Account, Vodalys Platform and the Services shall be inaccessible for the User and all remaining valid Plans shall be permanently lost.

Articles 9 “Intellectual Property”, 7 “Warranty”, 8 “Liability”, and 10 “Personal Data”, shall be enforceable throughout the applicable legal limitation or regulatory periods.

ARTICLE 13. Reversibility

Throughout the validity of the User Account, the User may recover free of charge the data generated for the use of the Services and User Account, notifying Vodalys of their intention via the User Account or by registered letter with acknowledgment of receipt.

Such data will be returned “as is” in keeping with its content on the date the User issued the request, and such return shall occur by transfer of computer files in a standard usable format, within at the latest thirty (30) days from said written notification from the User.

The User states and acknowledges that the reversibility service includes no assistance from Vodalys in the migration to a third-party contractor’s solution.

If no written request has been received by Vodalys within thirty (30) days of the termination of the User Account for whatever reason according to the provisions agreed above, the User hereby acknowledges that Vodalys may proceed to destroy the data generated by the use of the Services or may continue to use it in an anonymized format.

ARTICLE 14. Miscellaneous

14.1 Insurance. The Parties hereby declare that they have taken out a professional civil liability insurance policy covering their activities under the Terms with a reputable and solvent company and undertake to maintain such insurance coverage throughout the User’s period of use of Vodalys Platform.

14.2 Outsourcing. The User hereby authorizes Vodalys to outsource all or part of the performance of the Services to the sub-contractor(s) of their choice. Vodalys shall be fully liable for the work entrusted to their subcontractors and for the latter’s compliance with French Law No. 75-1334 of December 31, 1975 on outsourcing.

14.3 Force majeure. In cases of force majeure, pursuant to article 1218 of the French Civil Code, the obligations of the Parties hereunder shall be suspended for the entire duration of the force majeure event and shall resume when the latter ceases. No recourse is possible for failure to access Vodalys Platform and/or non-performance of the Services attributable to a force majeure event. If such an event should prevent Vodalys from fulfilling their commitments, Vodalys undertakes to promptly inform the Client of the situation.

14.4 Non-transferability. As these Terms are entered into intuitu personae, the rights and obligations resulting therefrom may not be assigned or transferred, in whole or in part by the User, whether free of charge or for consideration, in any form or to any person whatsoever, without Vodalys’ express written agreement. Vodalys may assign the Terms and/or any or all their rights and obligations hereunder to any company with links to Vodalys according to the provisions of article L.233-3 of the French Commercial Code, or to any other assignee under the terms of a sale or lease of goodwill, of a merger, de-merger, partial transfer of assets or sale of stock.

14.5 Mutual independence. The Parties are both independent operators and can each choose to implement whichever means they see fit to meet their obligations. These Terms create no link whatsoever between the Parties, whether in terms of subordination, association or agency. Each of the Parties acts in their own name alone and has no authority to represent the other Party.

14.6 Severability clause. Should any of the provisions of these Terms become null and void, all other provisions hereunder shall continue to apply with full binding force.

14.7 Non-waiver clause. Failure by either of the Parties at any given time to invoke one of the clauses hereunder shall not be deemed to constitute a waiver of the Parties’ subsequent right to invoke the same clause or any other clause of the Terms.

14.8 Good faith. The Parties mutually undertake to always act professionally, loyally and in good faith in their business dealings and in particular to inform each other of any difficulties they may encounter in the performance of the Terms.

14.9 Notifications. Unless otherwise expressly agreed between the Parties, all notices and other communications required or intended under the Terms shall be issued in writing, (i) by personal delivery, or (ii) by registered letter with acknowledgment of receipt sent to the Parties’ domicile as defined above, or (iii) by e-mail with confirmation of receipt. Communications and/or notices sent under the Terms shall be deemed to have been received by the receiving Party on the date and time of signature of the receipt slip or other evidence of receipt appropriate to the method of delivery or on the business day following the initial delivery.

ARTICLE 15. Governing law and jurisdiction

15.1. Governing law. These Terms and any related operations are governed by French Law. They are written in French. If they are translated into one or more other languages, only the French version shall be legally binding in the event of a dispute.

15.2. Jurisdiction. IN THE EVENT OF A DISPUTE OVER THE VALIDITY, INTERPRETATION OR PERFORMANCE OF THESE TERMS, VODALYS AND THE USER HEREBY UNDERTAKE TO TRY TO FIND AN AMICABLE SETTLEMENT BEFORE RESORTING TO JUDICIAL PROCEDURES. IN THE EVENT OF A DISPUTE THAT HAS NOT BEEN RESOLVED BY AMICABLE SETTLEMENT WITHIN THIRTY (30) DAYS OF THE FAILING PARTY RECEIVING NOTIFICATION OF THEIR BREACH OF THE TERMS, THE COMPETENT COURTS WITHIN THE JURISDICTION OF THE COURT OF APPEAL OF PARIS (FRANCE) SHALL HAVE EXCLUSIVE JURISDICTION.