General Terms and Conditions – VOD Factory

The General Terms and Conditions set forth below govern the use of the platforms and services for video processing or distribution operated by VOD Factory. Capitalized terms used herein are defined and may also be employed in Quotes and Contracts formalizing specific conditions applicable to each Client.

These General Terms and Conditions aim to define the terms under which VOD FACTORY provides its Clients with technical and distribution services related to the management, encoding, broadcasting, and monetization of audiovisual content.

Such services notably include, but are not limited to:

• The OTTO service, a white-label solution enabling the distribution of video content directly on the web and via applications;
• Editorial and technical distribution services for content, particularly SVOD and AVOD, as part of a package or platform operated by third-party Distributors such as Free, Samsung, Molotov, Amazon, Orange, etc.;
• The FAST service, enabling the creation, hosting, transcoding, broadcasting, monetization and/or distribution of linear digital channels, so-called “FAST” channels, to partners such as Free, Samsung TV+, LG Channels, Rakuten, Pluto TV, etc.;
• The OTTOMATE service, an automated and visual platform for managing video workflows, including encoding, packaging, subtitling, and integration with CDNs or third-party platforms;
• Advertising monetization management, notably via server-side ad insertion (SSAI), and, where applicable, via VOD Factory subcontractors.

These General Terms and Conditions apply to all services rendered by VOD FACTORY, unless otherwise stipulated in specific conditions or agreements executed between the Parties.

The signature of a Quote or a Contract providing access to the Platform constitutes unreserved acceptance of these General Terms and Conditions (hereinafter the “Terms”). They prevail over any conflicting document, unless expressly and in writing stated otherwise.

VOD FACTORY reserves the right to amend these General Terms and Conditions. The updated Terms shall apply automatically as from their publication on the website, unless the Client objects in writing within a period of thirty (30) days.

VOD FACTORY is a simplified joint-stock company (société par actions simplifiée) with a share capital of €119,336, registered with the Paris Trade and Companies Register under number 794 594 234, whose registered office is located at 4 rue du Faubourg Montmartre, 75009 Paris, France, represented by Mr. Julien Vin-Ramarony, acting in his capacity as President, domiciled in said capacity at the registered office, hereinafter referred to as “VOD FACTORY.”

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Article 1 – DEFINITIONS & SCOPE

1.1 Definitions

• “Application” means the mobile, tablet, STB or TV application, downloadable via the application stores listed in the Contract, enabling Members to access the Service within the limits of their registration and/or subscription;
• “Contract” refers to the agreement signed by the Client and VOD Factory setting forth the specific conditions for the provision of the Application Solution, including any annexes and amendments. This Contract may be formalized through the signing of a Quote specifying the prices, payment terms, and nature of the subscribed services;
• “Distributor” means any company capable of offering the Service to its end clients and technically connected to the Platforms as stated in the Contract;
• “Member” means any person who has registered via the Service’s website or any other method, and to whom the Client wishes to grant access to all or part of the Service’s content, whether such persons are registered or subscribed;
• “Back-Office Tool” means the animation and/or management tool(s) provided by VOD FACTORY allowing the Client to operate and/or manage the Service and its distribution through one or more interfaces;
• “Programmes” refers to all content, including video, audio, graphical and textual, whether linear or non-linear, made available under the Client’s control through the Application Solution;
• “Service” means the offering of Programmes by the Client to Members or Distributors through the Application Solution, whether on-demand, linear, or through any other means;
• “Site” refers to the website created, developed, and hosted by VOD FACTORY and potentially made available to the Client under the Contract, accessible via the browsers listed in the Contract, enabling Members to access the Service within the limits of their registration and/or subscription;
• “Application Solution”, “Otto” or “OttoMate” refers to the SaaS services offered by VOD FACTORY to the Client, potentially comprising the Back-Office Tool, the Site, the Applications, and the APIs made available to the Client by VOD FACTORY.

1.2 Scope

The Application Solutions allow the Client, inter alia:

• To offer Members an on-demand or linear video service, either directly and/or via Distributors;
• To define and visually execute video processing workflows including multi-profile transcoding, automatic subtitling, metadata enrichment, packaging, publishing, etc.

For the avoidance of doubt, the editorial, administrative, and operational management of the Service—particularly regarding the Programmes and the contractual terms governing Member access—shall be the sole responsibility of the Client, with VOD FACTORY acting solely as a technical service provider.

Article 2 – PURPOSE

VOD FACTORY hereby grants the Client, who accepts:

• Access to the Application Solution under the terms defined herein;
• A license to use the Application Solution;
• A range of services defined hereinafter, including, notably, data hosting, maintenance, and technical support.

Article 3 – DESCRIPTION OF SERVICES

3.1. Scope of the Service

The Service may be offered to Members:

• Via the Site made available to the Client, published under the Client’s responsibility, and developed and hosted by VOD FACTORY, accessible from the URL chosen by the Client and communicated to VOD FACTORY prior to the Site’s publication. The Client shall be solely and exclusively responsible for reserving the domain name of their choice and for maintaining said domain name for as long as necessary to perform the Contract. VOD FACTORY shall have no involvement or liability in this regard;
• Via an Application downloadable from the application stores or equivalent platforms, including but not limited to App Store (iOS, tvOS), Google Play (Android, Android TV), or SamsungTV;
• Via the technical environments of Distributors, particularly through the delivery of video and metadata files, or through the creation of specific Applications or the direct reception of linear video streams and associated data.

3.2. Provision of a Back-Office Tool

Where applicable, VOD FACTORY shall make available to the Client a Back-Office Tool allowing the following (actual functionalities depending on the Contract and the type of Service):

• Use by three (3) administrator accounts;
• Ingestion of videos and metadata;
• Integration and editing of textual and visual content on the Site;
• Management of the Programme catalog (creation of entries, scheduling publication);
• Management of Member registrations;
• Site and Application construction based on pre-defined models and templates over which VOD FACTORY holds rights and/or authorizations (hereinafter “Templates”);
• Animation of the Service: updating of landing page and homepage design via featured content and editorial selections;
• Delivery and maintenance of the Service for Distributors;
• Conformation of video files to Distributors’ technical specifications;
• Use of AI models to enrich video metadata;
• Operations such as encoding, packaging, multiplexing, remixing, DRM protection, and more generally, any action performed on source video files;
• Automation of such operations within a configurable video workflow defined by the Client;
• Delivery of video files and streams to the various storage and distribution systems configured by the Client.

VOD FACTORY shall use its best efforts to maintain the Back-Office Tool so that the Client may use the Application Solution in accordance with the provisions of these General Terms and Conditions.

The access procedure to the Back-Office Tool, as described below, must be strictly followed by the Client.

Access to the Back-Office Tool shall be:

• Granted to the Client’s staff via any desktop web browser, with the Client bearing sole responsibility for the security and integrity of the devices used to connect;
• Made using credentials (login and password) provided by VOD FACTORY or generated by the Client, corresponding to one of the administrator accounts.

Credentials are intended to reserve access to the Back-Office Tool covered by the Contract exclusively to the Client’s staff, and to protect the integrity and availability of the Application Solution as well as the integrity, availability, and confidentiality of the Client’s and Members’ data.

Credentials are personal and confidential.

The Client is fully responsible for the use and retention of the credentials provided. The Client shall ensure that passwords are changed regularly and shall ensure that the chosen passwords meet appropriate complexity standards (uppercase, lowercase, special characters, and at least eight characters long).

In general, the Client is responsible for the security of its individual access terminals.

Credentials may only be changed and/or reset (particularly in the event of loss or theft) at the Client’s initiative.

VOD FACTORY undertakes that the Application Solution shall enable the ingestion and encoding of video and metadata in accordance with the technical specifications detailed in Annex 1 (subject to updates, particularly at the request of Distributors). It is understood that the Client is solely responsible for the technical characteristics, including resolution and quality, of the Programmes they wish to distribute via the Service.

As such, VOD FACTORY shall not verify the quality of resolution and/or definition of the Programmes during ingestion and/or encoding.

Therefore, VOD FACTORY shall not be held liable for any poor resolution and/or definition of one or more Programmes, unless such issue is caused by a defect in the Application Solution during ingestion and/or encoding or due to insufficient information provided by the Client.

The Site shall be available on computers, tablets, and smartphones using the following browsers and OS:

3.3. Site and Application

VOD FACTORY’s Application Solution may allow the Client to benefit from a Site and an Application whose interface shall be customizable via the Back-Office Tool, in accordance with the terms set forth in the Contract. The customization elements (metadata fields, colors, Templates, etc.) shall be configured by the Client based on the functionalities provided by the Application Solution.

Accordingly, VOD FACTORY shall not be held liable for any access difficulties to the Service encountered by Members who do not update their browsers and/or OS to a version supported by the Site and/or Applications, or who use browsers and/or OS not listed above.

3.3. Distribution of the Service via Third-Party Distributors

VOD FACTORY’s Application Solution may allow the Client to be distributed in consumer environments managed by third-party Distributors, whether for on-demand or linear content, free or paid. It is expressly stated that, unless otherwise specified in the Contract, VOD FACTORY shall not be a party to the financial terms relating to the commercialization of the Service or its inventories, which shall be governed by a direct agreement between the Client and the Distributor(s). In this respect, VOD FACTORY shall not be held liable for the conditions under which the Service is displayed or promoted by the Distributors.

Furthermore, VOD FACTORY shall not be liable for access difficulties to the Service resulting from technical maintenance performed by the Distributor(s).

3.4. Service Launch Support

VOD FACTORY shall provide the Client with support in accordance with the terms of the Contract, if applicable.

Any specific support requested by the Client from VOD FACTORY shall be subject to a separate Quote and, where necessary, a standalone agreement at VOD FACTORY’s discretion.

In connection with the launch of the Service, the Client shall provide VOD FACTORY with:

For distribution via Internet:

• Administrator-level access to the Client’s Stripe account so that VOD FACTORY can perform the required technical configuration (where the Service includes paid transactions);
• Access to the Client’s DNS manager (e.g. OVH, Gandi, Ionos, etc.), if the Client does not feel capable of managing such configuration. Otherwise, the Client must be able to promptly create, upon request by VOD FACTORY, the necessary DNS records;
• Administrator-level access to the Client’s Google Analytics and Google Tag Manager consoles, should the Client wish to track its user data and Service traffic;
• Any other access required for the proper configuration of the Service.

For distribution via Distributors:

• Any access, data or information required for the proper integration of the Service with the Distributor.

3.5. Technical Support Service

3.5.1. Scope and Availability

In order to identify and resolve technical malfunctions that may affect the functionality or availability of the Application Solution, VOD FACTORY shall provide a technical support service under the following conditions:

• Available by email from 9:30 a.m. to 6:30 p.m., Monday to Friday (excluding French public holidays listed under Article L.3133-1 of the French Labor Code), at: account.manager@vodfactory.com

The support service may only be used for issues relating to the functioning and availability of the Application Solution and expressly excludes any other topics, particularly those related to Programmes, Member registration and/or subscription terms, general use of the Site and Application (absent malfunction), support provided by the Client to its Members, etc.

Only the Client may contact VOD FACTORY’s support service, to the exclusion of any third parties including Members.

Use of VOD FACTORY’s support service by the Client shall not exceed a monthly cumulative time equivalent to one business day (i.e., 8 hours). Should this threshold be exceeded for more than two consecutive months, the Parties shall meet in good faith to re-evaluate the License fee.

3.5.2. Response Times

VOD FACTORY undertakes to acknowledge receipt of any malfunction report within:

• 3 hours for blocking issues;
• 12 hours for all other cases;

It being understood that acknowledgment time is suspended during the hours when the support service is closed.

Thus, depending on when the report is received and the applicable timeframe, acknowledgment may occur on the same business day or the next.

A malfunction is deemed blocking when:

• It causes 5% or more of the Programmes to be inaccessible to Members; and/or
• It prevents the Client from fully administering the Service, including access to all administration functionalities.

Upon receipt of a confirmed malfunction, VOD FACTORY shall use its best efforts to resolve or, failing that, implement a workaround for the issue as quickly as possible, considering its nature and the current state of the technology.

3.5.3. Payment Module

As of the Contract’s effective date, the Otto Application Solution is compatible with the following payment solutions:

• Stripe, whose services are described at www.stripe.com. Any payments from Members for access to the Service must be processed via Stripe;
• Apple and Google application stores.

The Client remains solely responsible for contracting directly with these entities to integrate payment solutions suitable for its needs within the Site and/or Application and thereby offer a paid Service.

VOD FACTORY is not a party to the contractual relationship between the Client and Stripe, Apple, or Google, except for the following tasks performed on behalf of the Client:

• Initial connection of the Client’s Stripe account to the Application Solution to integrate subscribed payment solutions;
• Management, on the Client’s behalf, of triggering one-time and recurring payments required for Member access to the Service.

Accordingly, VOD FACTORY does not collect, store, or process any bank details or billing information of the Members.

Furthermore, VOD FACTORY shall not be liable for any failed or uncollected payments, unless such failure results solely from improper execution of one of the services explicitly stated above.

As part of the Application Solution’s evolution described in Article 3.7 below, the Client is informed that other payment service providers may be added or may replace Stripe, Apple, or Google at any time, provided that VOD FACTORY maintains compatibility with at least one provider enabling the Client to continuously offer a paid Service.

3.6. Non-Included Functionalities and Services

The services VOD FACTORY agrees to perform on behalf of the Client are strictly limited to those listed in the Contract and shall be executed in accordance with the terms set out therein.

Any modification and/or addition of any functionality or service described in the Contract must be subject to prior written agreement between the Parties, in the form of an amendment, new agreement, or specific Quote.

Where the Client requests the development and integration of new functionalities into the Application Solution, such agreement may require a prior feasibility study, with the associated financial and operational terms to be determined jointly by the Parties.

If the Contract provides for specific functionalities (“Specific Functionalities”) not included in the standard version of the Application Solution, these may incur dedicated setup and development fees as well as a supplemental license fee.

3.7. Timelines – Modifications

Where applicable, delivery timelines are indicative only and based on VOD FACTORY’s projections, particularly for the development of Specific Functionalities. They may be adjusted by mutual agreement to suit the desired schedule. Timelines do not account for potential delays involving third-party project contributors. Non-compliance with timelines shall not entitle the Client to cancel the order, claim damages, or make any other demand.

Should the project require modifications for justified reasons, VOD FACTORY will assess the consequences of such a request, notably in terms of delays and costs, and will submit a proposed Contract amendment. New terms shall take effect upon signature by both Parties.

Unless explicitly stated otherwise, any Specific Functionalities that have been initiated shall be deemed due and payable.

VOD FACTORY shall be deemed to have fulfilled its delivery obligation for Specific Functionalities upon sending the Client an email confirming their availability on the online platform. In the absence of any reservation submitted by the Client within five (5) calendar days of this confirmation, the Specific Functionalities shall be deemed accepted without reservation.

3.8. Application Solution Updates

The functionalities of the Application Solution may evolve through updates initiated solely by VOD FACTORY. The Client shall be informed of the features included in each update and its implementation date. Under no circumstances may such updates be used as grounds for early termination of the Contract.

Voici la suite de la traduction juridique complète, couvrant les Articles 4 à 7 des Conditions Générales de VOD Factory :

Article 4 – TERM

Unless otherwise stipulated, the Contract enters into force on the date of its signature.

The Contract shall expire twelve (12) months after the start of invoicing of the License.

It shall then be automatically renewed for successive one (1)-year periods, unless terminated by either Party by registered letter with acknowledgment of receipt, at the latest three (3) months before the end of the current term.

Article 5 – REMUNERATION

5.1. Setup of the Application Solution

As compensation for the setup services of the Application Solution, including the configuration of the Service and launch support, VOD FACTORY may receive a fee as specified in the Contract, payable by direct debit, in accordance with the SEPA mandate provided in the Contract.

5.2. License to Use the Application Solution

The fee paid to VOD FACTORY as consideration for the license (the “License”) covers access to the Application Solution, maintenance, Service hosting, and the technical support defined in Article 3.5.

The license shall be invoiced from the date of Service delivery, or at the latest two (2) months following the signature of the Contract or Quote. For the first invoice, VOD FACTORY may apply a prorated amount based on the calendar month.

• In the case of annual billing, a 12-month License invoice will be issued, payable by direct debit upon receipt, as per the SEPA mandate.
• In the case of monthly billing, an invoice will be issued by VOD FACTORY no later than the 1st day of each month N for the monthly License fee of month N, and payable by direct debit upon receipt.

5.3. Infrastructure, Delivery, and Storage Fees (“Consumables”)

When distributed directly via a Site and an Application, the License covers hosting and normal operation of the Service for an unlimited number of Member registrations and up to 10,000 simultaneous connections.

If the Client’s needs increase (e.g. requiring more than 10,000 concurrent users), VOD FACTORY may offer an additional service under a specific Quote.

Other billable items include:

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These rates may be revised on January 1st and July 1st of each year based on:

• The EUR/USD exchange rate; and
• The INSEE producer price index for French business services (BtoB) – CPF 58.2 – Software Publishing.

To determine any overage beyond the monthly License allowance, VOD FACTORY will prepare a monthly usage report detailing consumption and overages, which shall be emailed to the Client.

A corresponding invoice for the overages of month N will be issued between the 1st and 15th of month N+1 and shall be paid via direct debit upon receipt.

No automatic suspension of the Client’s consumption will occur once License thresholds are exceeded.

Overage fees will be included in the monthly invoice referred to in Article 5.2.

5.4. Payment Default

Without prejudice to any claim for damages, non-payment by the Client on due date shall, automatically and without notice:

• Trigger interest at a rate equal to three times the legal interest rate, effective from the first day of delay;
• Incur a €40 excl. VAT fixed collection fee;
• Lead to bank and recovery charges (follow-up, reminder letters, telephone calls, reprocessing of failed debits), with appropriate supporting documents;
• Potentially result in automatic termination of the Contract, under the terms of Article 9.

Article 6 – PERSONAL DATA

In processing personal data on behalf of the Client as set forth below, the Parties acknowledge that VOD FACTORY acts as Data Processor, with the Client as Data Controller, in accordance with Regulation (EU) 2016/679 of April 27, 2016 (the “GDPR”).

6.1. Description of Processing

• Nature of processing: collection, electronic storage, organization, and usage for the purposes of communication with data subjects;
• Purpose: provision of the Application Solution and Service: invoicing the Client, managing login credentials for admin and Member accounts, and customer service interventions;
• Personal data processed:
  
  • First name
  • Last name
  • Email address
• Data subjects: Members of the Service and the Client’s staff with admin accounts or invoicing contacts.

The data shall be processed for the duration of the Contract.

6.2. Obligations of VOD FACTORY (Processor)

VOD FACTORY undertakes to:

• Process personal data only to provide services under the Contract;
• For any other purpose, follow the Client’s written instructions; notify the Client immediately if an instruction violates applicable law;
• Notify the Client promptly if legally required to perform data processing outside this framework;
• Notify the Client of any change that may impact data processing;
• Apply the principles of privacy-by-design and privacy-by-default;
• Ensure its personnel and partners authorized to process personal data are bound by confidentiality and are sufficiently trained in data protection;
• Make available all information required to demonstrate compliance with Article 28(3) GDPR and allow audits by the Client or their authorized auditor. The Client shall give at least 30 days’ notice (unless urgent), limited to two (2) audits per year, and shall avoid disruption or damage;
• Implement appropriate technical and organizational measures under Article 32 GDPR, including for data transfers outside the EEA.

If VOD FACTORY is legally required to transfer data outside the EEA, it shall inform the Client unless prohibited by law. If VOD FACTORY believes an instruction violates GDPR or national laws, it shall immediately inform the Client.

6.3. Sub-Processing

The Client authorizes VOD FACTORY to engage:

• Amazon Web Services Inc.
• Limelight Networks, Inc.

for data storage services.

VOD FACTORY may engage additional or substitute subprocessors, and shall inform the Client. In case of legitimate objections, both Parties shall negotiate in good faith to find a solution.

Subprocessing shall comply with Article 28 GDPR, and subprocessors shall offer sufficient guarantees and operate under contracts mirroring VOD FACTORY’s obligations. VOD FACTORY remains fully liable for their performance.

6.4. Information Rights and Data Subject Requests

VOD FACTORY shall assist the Client in handling Member requests regarding:

• Access
• Rectification
• Erasure
• Objection
• Restriction
• Portability

If VOD FACTORY receives such a request from a Member, it shall forward it to the Client within 48 business hours.

VOD FACTORY shall not respond to Members directly without Client instruction and shall execute deletion or correction requests without delay unless legally required to retain data.

6.5. Data Breach Notification

VOD FACTORY shall notify the Client by email with acknowledgment of receipt of any personal data breach within 48 hours of becoming aware of it. Notification will include all relevant documentation for potential notification to supervisory authorities.

6.6. Other Obligations

VOD FACTORY shall assist the Client in ensuring compliance with Articles 32 to 36 GDPR, considering the nature of the processing and information available.

6.7. Data Disposition

Upon Service termination, VOD FACTORY shall delete all personal data in its systems, unless legally required to retain it. Upon deletion, VOD FACTORY shall certify such destruction in writing.

Article 7 – INTELLECTUAL PROPERTY

7.1. VOD FACTORY’s Exclusive Ownership

VOD FACTORY retains full ownership of all intellectual property rights related to the Application Solution, including the Back-Office Tool, Site, and Application, as well as any trademarks and elements protected by copyright, patents, and/or design law.

All software or hardware elements—programs, applications, software, existing systems, documentation, data, or files—provided to the Client (the “VOD FACTORY Elements”) remain the exclusive property of VOD FACTORY or its licensors.

VOD FACTORY warrants that it holds all intellectual property rights and authorizations related to the Solution, Templates, and VOD FACTORY Elements, and guarantees peaceful use of the granted rights. VOD FACTORY shall defend and indemnify the Client against any claim of infringement, unfair competition, or parasitism.

VOD FACTORY undertakes to cover all claims and legal costs, including attorney fees, resulting from third-party actions, and confirms that no conflicting agreements exist.

In consideration of the fees set forth in Article 5, VOD FACTORY grants the Client a non-exclusive license to use the Application Solution and VOD FACTORY Elements in France, solely for the purposes of using the Service under the Contract.

The Client may not reproduce, modify, or use these elements for other purposes without prior written authorization from VOD FACTORY.

7.2. Client’s Exclusive Ownership

The Client holds exclusive intellectual property rights over:

• Its domain name
• Trademark
• Programmes
• All elements it integrates or publishes (texts, visuals, etc.)

The Client guarantees that it holds the necessary rights for all such elements and shall indemnify VOD FACTORY against any claim by third parties based on infringement, unfair competition, or other violations.

The Client shall cover any associated legal costs and shall assist VOD FACTORY in its defense.

The Client also grants VOD FACTORY a non-exclusive, royalty-free license to use the Client Elements solely for Contract execution, limited to France.

Without the Client’s prior written consent, VOD FACTORY may not reproduce or use the Client’s proprietary content.

7.3. General Provisions

Each Party undertakes to:

• Respect the other Party’s IP rights and brand image;
• Not cause confusion regarding trademarks, trade names, or logos;
• Inform the other Party of any infringement or unfair competition;
• Refrain from any act that could harm the other Party’s reputation.

7.4. Reference Use

By exception, VOD FACTORY is authorized to reference the Client (including trademarks and Service name) on internal or public media, including its website, for the duration of the Contract and thereafter.

The Client may request in writing that VOD FACTORY cease such references, but previously published materials will not be deleted.

Très bien, voici la traduction intégrale en anglais juridique des Articles 8 à 15, suivie de l’Annexe 1 – Technical Specifications.

Article 8 – LIABILITY

8.1.

VOD FACTORY shall in no event be held liable for the fraudulent use or piracy of the Programmes by third parties unless such acts result from a fault, gross negligence, or omission on the part of VOD FACTORY.

If VOD FACTORY’s liability is established under the execution of the Contract and these General Terms and Conditions, such liability shall be limited to direct damages caused by the proven breach of its obligations.

Accordingly, any damages payable by VOD FACTORY shall not exceed the amounts received by VOD FACTORY under the Contract, unless otherwise provided by law.

8.2.

VOD FACTORY may temporarily suspend access to the Site, Application Solution, and Service for maintenance, under the conditions defined in Article 3.7.

VOD FACTORY is not required to perform backups of the Programmes ingested and encoded at the Client’s request, nor to retain the source video files.

The Client acknowledges that technical malfunctions or errors may lead to content or data loss.

Therefore, it is the sole responsibility of the Client to retain original source files of their Programmes for re-ingestion if necessary. VOD FACTORY cannot be held liable for any failure to re-encode Programmes if the source files are no longer in the Client’s possession.

Article 9 – TERMINATION

9.1.

Either Party may terminate the Contract automatically and without judicial intervention in the event of a material breach by the other Party of its essential obligations under the Contract and these General Terms and Conditions (Articles 1.2, 3, 5, 6.2, 6.3, 6.4, 6.5, 6.6, 7, and 11), after formal notice by registered letter with return receipt has remained ineffective for more than thirty (30) days, provided that the breach is curable.

Following termination, VOD FACTORY will issue a final invoice covering all amounts due by the Client as of the termination date, calculated on a pro rata temporis basis if applicable.

9.2.

For any breaches other than those defined above, the Parties shall refer to the provisions of Articles 1217 et seq. of the French Civil Code.

9.3.

Upon termination of the Contract for any reason:

• The Client shall lose all rights to use the Application Solution and Site to provide access to the Service;
• The Client shall have a period of 30 days to retrieve the Programmes. After that period, all uploaded Programmes will be deleted from VOD FACTORY’s servers and access for Members will be fully discontinued;
• The Client acknowledges that the video files stored by VOD FACTORY are for distribution purposes only and that it is their responsibility to retain high-quality master files elsewhere.

9.4.

To mitigate risks related to the Client’s investment in the Application Solution, VOD FACTORY agrees to:

1. In the event it can no longer operate the Application Solution, provide the Client with all necessary data to migrate to an equivalent internal or third-party system;
2. If requested, assist in the migration as a separate paid service subject to a specific Quote.

Article 10 – MUTUAL INDEPENDENCE

Each Party is a legally and financially independent natural or legal person, acting in its own name and under its sole responsibility.

The Contract does not constitute a partnership, joint venture, employment agreement, or agency.

Each Party undertakes to declare, under its sole responsibility, the income generated under the Contract and to comply with all related social and tax obligations.

Article 11 – CONFIDENTIALITY

Each Party agrees to:

• (i) Keep confidential all information received from the other Party;
• (ii) Not disclose such confidential information to third parties, except employees or agents who need to know it;
• (iii) Use such information solely to exercise rights and perform obligations under the Contract.

These obligations shall not apply to information that:

• (i) is or becomes public other than through a breach;
• (ii) is independently developed;
• (iii) is known to the receiving Party prior to disclosure;
• (iv) is lawfully obtained from a third party not bound by confidentiality;
• (v) must be disclosed by law or court order (in which case the disclosing Party shall be notified beforehand).

Confidentiality obligations remain in force throughout the Contract and for five (5) years after termination.

Each Party shall ensure its staff and any subcontractors comply with these obligations.

Article 12 – AMENDMENTS

These General Terms and Conditions and the Contract supersede any prior written or verbal agreement between VOD FACTORY and the Client.

Article 13 – FORCE MAJEURE

Neither Party shall be liable in the event of force majeure, defined as an event beyond their control that prevents performance of obligations and which cannot be reasonably avoided or overcome without materially altering the economic balance of the Contract.

The affected Party shall notify the other of the event and its foreseeable consequences.

If the event lasts 30 consecutive days, the unaffected Party may terminate the Contract in whole or in part with 15 days’ notice, by registered letter with acknowledgment of receipt.

No damages shall be due as a result.

Article 14 – MISCELLANEOUS

14.1. Entire Agreement

The Contract, including these General Terms and any annexes, constitutes the entire agreement between the Parties and supersedes all prior agreements.

14.2. Assignment – Substitution

No Party may assign or transfer any rights or obligations under the Contract, in whole or in part, without the prior written consent of the other Party.

14.3. Severability

If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14.4. No Waiver

Any delay or failure to enforce a right shall not constitute a waiver of that right.

14.5. Election of Domicile

For the purpose of performance of the Contract, the Parties elect domicile at the addresses set forth in the Contract.

Article 15 – GOVERNING LAW AND JURISDICTION

This Contract shall be governed by French law.

Any dispute relating to the existence, validity, interpretation, performance, or termination of the Contract that cannot be resolved amicably shall be submitted to the exclusive jurisdiction of the courts of the Paris Court of Appeal.

Annex 1 – TECHNICAL SPECIFICATIONS (OTTO)

I. File Names

• No spaces, Unicode characters, or special characters are allowed;
• Use underscores (”_”) to separate words;
• Dots (”.”) are not allowed in file names.

II. HD Mezzanine Files

• Video and audio must be of the same duration;
• Audio languages must be ISO-tagged;
• No slates, claps, or black/neutral screens. Timecode must start at 00:00:00.00.

Merci pour l’image. Voici la traduction complète en anglais technique du tableau de spécifications des codecs vidéo, conforme au ton juridique/technique utilisé dans l’annexe précédente :

Video Codec Specifications

Unsupported formats:

• .mkv video sources;
• .ts containers with AC-3 audio;
• .mov files using a codec other than ProRes (e.g., AVC/H.264, MPEG-2, DNXHD);
• .vob and .wmv files.

III. Embedded Audio

Audio tracks must be tagged using appropriate ISO language codes (e.g., ENG for English, FRA for French).

IV. Subtitles

• Separate VTT files;
• Synchronized with video;
• WebVTT format, UTF-8 encoding;
• Max 39 characters per line;
• No underlining;
• UTF-8 characters supported (except musical notation).

V. Timecode Offset

All synchronized text files must start at 00:00:00.00 to match the mezzanine video.

VI. Delivery Method

Via FTP using SSH key access (public key .pub must be sent to support team).

Full procedure available at:

https://otto-doc.s3.eu-central-1.amazonaws.com/OTTO_Create_SSH_Key_French.pdf