Please note : This document is an English translation of the original French 'Conditions Générales Otto.' In case of any discrepancies or doubts, the French version shall prevail (available at : ).

Otto General Conditions

The General Conditions set out below govern the use of the Otto platform by its Clients. The terms starting with a capital letter and used in these General Conditions are defined and possibly used in the Quotes and Contracts formalizing the specific conditions specific to each Client.

The signing of a Quote or a Contract to provide Otto therefore constitutes unreserved acceptance of these General Conditions (the “These”).

VOD FACTORY is a simplified joint stock company with capital of 119,336 euros registered with the Paris RCS under number 794 594 234 and whose head office is located at 4 rue du faubourg Montmartre in Paris (75009), represented by Mr. Julien Vin-Ramarony as President, domiciled in this capacity at the said headquarters, Hereinafter referred to as« VOD FACTORY »

VOD FACTORY offers a white label video-on-demand solution, intended for companies wishing to offer or monetize content, the "Clients" or the Client", who wish to offer a video-on-demand service aimed at putting make available to their client-users their own content or third-party content for which they have acquired the rights.

  1. 1.1. Definitions

"Application» refers to the mobile, tablet or TV application, downloadable from the “application stores» listed in the Contract, allowing 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 out the specific conditions for the provision of the Application Solution, as well as its possible annexes and possible amendments. This Contract can be materialized by the signing of a “Quote» mentioning the prices, payment conditions and the nature of the services subscribed;

"Member» refers to people who have registered on the Service website or by any other means, and to whom the Client wishes to give access to all or part of the content of the Service, whether they are registered or subscribed;

 "Back Office Tool» refers to the management tool provided by VOD FACTORY allowing the Customer to operate and animate the Service via an interface available at the address ;

"Programmes» means all content, in particular video, audio, graphics and text, which will be made available to Members as part of the Service on the Site and the Application;

"Service» refers to the offer of Programs proposed by the Client to its Members via the Application Solution;

"Site» means the website created, developed and hosted by VOD FACTORY and made available to the Client in execution of the Contract accessible via the browsers listed in the Contract, allowing Members to access the Service within the limits of their registration and/or subscription ;

« Application solutions » or « Otto ” refers to the SaaS type service offered by VOD FACTORY to the Client, consisting of the Back-Office Tool and the Site, made available to the Client by VOD FACTORY, the Site and the Application, allowing the operation of the Service by the customer.

  1. 1.2. Perimeter

The Service allows the Client to offer Members a video-on-demand offer.

Where necessary, it is specified that the publishing, administration and operation of the Service, and in particular the content of the Programs and the contractual conditions governing the membership of Members, are carried out under the exclusive responsibility of the Client, VOD FACTORY only acts as a technical service provider.

  1. Article 2 OBJECT

The terms and conditions applicable to the provision and use of the Application Solution as defined in article 1.1.

VOD FACTORY consents to the Customer, who accepts it:

  • - Provision of the Application Solution under the conditions defined below;
  • - A right to use the Application Solution;
  • - A set of services defined below, in particular data hosting, maintenance and technical assistance.
  2. 3.1.  Scope of Service

The Service may be offered to Members:

  • ● via the Site made available to the Client and published under his responsibility and developed and hosted by VOD FACTORY, available from the URL address chosen by the Client and communicated to VOD FACTORY prior to putting the Site online, it being understood that the Customer is required, under his sole responsibility and at his exclusive expense, to reserve the domain name of his choice and to ensure the maintenance of this domain name for as long as necessary for the execution of the Contract, VOD FACTORY not intervening nor incurring any liability in this regard;

  • ● via an Application downloadable from the “application stores» or equivalent, including AppStore (iOS, tvOS), Google Play (Android, AndroidTV) or SamsungTV.

  1. 3.2. Provision of a Back Office Tool

VOD FACTORY undertakes to provide the Client with a Back Office Tool allowing:

  • - Its use by 3 (three) administrator accounts;
  • - Video and metadata ingestion;
  • - The integration and editing of textual and visual content on the Site;
  • - Management of the Program catalog (creation of files, planning of online posting);
  • - Managing Member registration;
  • - The construction of the Site and Applications on the basis of predefined models and templates on which VOD FACTORY holds the rights and/or authorizations (hereinafter called “Templates ») ;
  • - Animation of the Service: updating the presentation of the landing page and homepage, via highlighting content and selections

VOD FACTORY will make its best efforts to ensure the maintenance of the Back Office Tool in order to allow the Customer to use the Application Solution under the conditions provided for in these General Conditions.

The procedure for accessing the Back Office Tool, as described below, must be strictly respected by the Client.

Access to the Back Office Tool is:

  • - By theClient employees from any digital terminal connected to the Internet, with an up-to-date Internet browser, the Customer being solely responsible for the integrity of the terminals used to connect;
  • - Au using identifiers (login and password), provided to the Client by VOD FACTORY, or generated by the Client, corresponding to one of the administrator accounts.

The identifiers are intended to reserve access to the Back Office Tool subject to the Contract for the Client's employees, to protect the integrity and availability of the Application Solution, as well as the integrity, availability and confidentiality of the data of the Customer and Members.

Identifiers are personal and confidential.

The Customer is entirely responsible for the use and conservation of the identifiers given to him. The Customer must ensure that the password is changed regularly. He will be responsible for the security level of his password and must ensure that it is sufficiently complex (uppercase, lowercase, special characters and size greater than 8 characters).

Generally speaking, the Customer assumes responsibility for the security of their individual access stations.

Identifiers can only be changed and/or reset (particularly in the event of loss or theft) at the initiative of the Customer.

VOD FACTORY undertakes to ensure that the Application Solution allows the ingestion and encoding of videos and metadata in accordance with the technical specifications detailed in Article 15ANNEX 2, it being understood that the Client is solely responsible for the technical characteristics, and in particular the quality of the resolution and definition of the Programs that it wishes to broadcast via the Service.

As such, VOD FACTORY does not carry out any verification of the quality of the resolution and/or definition of the Programs at the time of their ingestion and/or encoding.

Therefore, VOD FACTORY cannot be held responsible for the poor resolution and/or definition of one or more Program(s) if this poor definition/resolution is not linked to a defect in the Application Solution during ingestion. and/or the encoding of the Program(s) concerned and/or a lack of information from the Customer.

  1. 3.3. Site and Application

The VOD FACTORY Application Solution will allow the Customer to have a Site and an Application whose interface will be customizable from the Back-Office Tool. The personalization elements (metadata fields, colors, Templates, etc.) will be configured by the Client based on the functionalities offered by the Application Solution.

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

The Application will be available on terminals using the following OS:

THE "latest updated versions» listed above mean the latest updates made available by the publisher of the OS and/or browser concerned as the Contract is executed, and not only on the date of its signature .

As such, VOD FACTORY cannot be held responsible for difficulties in accessing the Service by any Member who does not keep their browsers and/or OS up to date so that they do not have a version supported by the Site and/or the Applications, or who uses a browser and/or an OS not included in the list above.

  1. 3.4. Support for the launch of the Service

VOD FACTORY will support the Customer for the launch of the Service and will provide:

  • - Follow-up by an account manager;
  • - 1 (one) workshop for monitoring and piloting the launch of the Service, including training on the Back Office Tool, organized on a date agreed between the Parties, in the premises of VOD FACTORY or by videoconference depending on the technical and organizational constraints of the latter;
  • - Assistance during the launch period, i.e. between the signing of this document and the launch of the Service, provided according to the Customer's requests during the opening hours of the Assistance Service as determined in article 3.5. below.

Any other specific support requests requested by the Customer from VOD FACTORY will be the subject of a separate quote and, where applicable, an independent contract if VOD FACTORY deems it necessary.

As part of the launch of the Service, the Customer will provide VOD Factory:

  • - “Administrator” type access to the Client’s Stripe account so that VOD Factory can carry out the necessary technical configuration (if it is a Service offering financial transactions).
  • - Access to the Customer's DNS manager (for example: OVH, Gandi, Ionos, etc.) if the Customer does not consider himself capable of managing this type of configuration himself. Otherwise, the Customer must be able to quickly create, at the request of VOD Factory, the necessary DNS records in its DNS manager.
  • - “Administrator” type access to the Client’s Google Analytics and Google TagManager consoles if the latter wishes to benefit from monitoring of its data and user traffic on its Service.
  • - Any other access necessary for the proper configuration of the Service

  1. 3.5. Service d’assistance  
  1. 3.5.1. In order to enable the identification and resolution of technical malfunctions that may affect the operation and availability of the Application Solution, VOD FACTORY will make a support service available to the Customer under the following conditions.

VOD FACTORY will be reachable by email from 9:30 a.m. to 6:30 p.m., Monday to Friday excluding public holidays listed in France (see article L. 3133-1 of the Labor Code), at the

The assistance service made available to the Customer may not be requested and will only intervene with regard to technical malfunctions affecting the operation and availability of the Application Solution, to the exclusion of any other problem, and in particular all questions relating to the Programs, the conditions of registration and/or subscription of Members, the use of the Site and the Application without any malfunction, the assistance service possibly offered by the Client to its Members , etc.

The VOD FACTORY Support Service may only be requested by the Customer directly, to the exclusion of any third party and in particular any Member.

Requests from the VOD FACTORY Support Service by the Customer may not exceed a cumulative time per month equivalent to one working day, i.e. 8 hours. If the Parties note that this time has been exceeded for more than two consecutive months, they will meet to re-discuss in good faith the amount due under the monthly license.

  1. 3.5.2. VOD FACTORY undertakes to take into account any notification of malfunction, acknowledging receipt, within a period of:
  • - 3 hours in the event of a blocking anomaly;

  • - 12 hours in other cases;

It being understood that the time limit for acknowledging receipt of a malfunction notification is suspended during the closing hours of the assistance service.

Thus, depending on the time of receipt of the malfunction notification and the corresponding response time, the assistance service may be required to acknowledge receipt the same day or the following working day.

An anomaly is classified as blocking when it causes:

  • - The inability for Members to access at least 95% of the Programs, i.e. when 5% or more of the Programs are inaccessible

and or

  • - the inability for the Customer to fully administer the Service, that is to say, to access all of the administration functionalities.

From the acknowledgment of receipt of the notification of a proven malfunction, VOD FACTORY undertakes to make its best efforts to resolve or, failing that, circumvent the malfunction identified as soon as possible, taking into account the nature of the malfunction and the state of the art.

  1. 3.5.3. Payment module

On the day of signing the Contract, the Application Solution is compatible with the payment solutions provided by the company Stripe, whose services are described and accessible Therefore, any payments that Members may have to pay to access all or part of the Service must necessarily be made through this service provider.

It is the sole responsibility of the Customer to contract directly with Stripe for the purpose of integrating payment solutions compatible with their needs into the Site and/or Application and, thus, to be able to offer the Service for a fee.

VOD FACTORY does not intervene in any way in the contractual relations between the Client and Stripe, with the exception of the following services carried out on behalf of the Client:

  • - Connection of the Client's Stripe account with the Application Solution in order to integrate the payment solutions subscribed to by the Client;
  • - Management, on behalf of the Client, of the triggering of one-off and recurring payments occurring as part of the provision of the Service to Members

As such, VOD FACTORY does not collect, store or process, in any way whatsoever, all or part of Members' banking details and billing information.

In addition, VOD FACTORY cannot be held responsible for any failure to pay or for its recovery, unless this is exclusively linked to poor execution of one or other of its services indicated above.

As part of the evolution of the Application Solution as described in article 3.7. below, the Customer is informed that other companies offering payment solutions may be added to or replace the company Stripe at any time, it being understood that VOD FACTORY undertakes to maintain the compatibility of at least one payment solution. payment with the Application Solution allowing the Customer to offer the Service for a fee on a continuous basis.

  1. 3.6. Features and services not included in the Contract

The services that VOD FACTORY undertakes to carry out on behalf of the Client are exhaustively listed in the Contract, and will be carried out in accordance with the conditions and terms it contains.

Any modification and/or addition of all or part of the functionalities and/or services described and listed in the Contract must be the subject of a prior written agreement of the Parties, on the occasion of an amendment to the Contract, a new agreement and/or a specific quote.

With regard to the development and integration of new functionalities into the Application Solution, at the request of the Client, this agreement may require a prior feasibility study, according to the terms and conditions, particularly financial, to be agreed between the Parties.

If the Contract provides for the provision of specific functionalities to the Customer (the “Specific Functionalities”), not included in the standard version of the Application Solution, these may result in a specific set-up and development cost as well as that has an additional monthly license.

  1. 3.7. Completion deadlines – Modification

Where applicable, the completion times are given as an indication, taking into account the deadlines planned by VOD FACTORY, in particular for the development of Specific Features. They can be modified and adapted to the desired schedule by mutual agreement of the parties. These deadlines do not take into account possible hazards linked to other stakeholders in the project. Any non-compliance with deadlines cannot under any circumstances give rise to cancellation of the order, payment of damages or any other claim on any grounds whatsoever.

In the event that the project should be modified for justified reasons, VOD FACTORY will study the consequences of such a request, in particular on deadlines and costs. VOD FACTORY will then send the Customer a proposed amendment to this contract. The new conditions will come into force upon signature of the amendment by both parties.

It should be noted that unless explicitly stated otherwise, any step planned in an order for Specific Features started is due.

VOD FACTORY is deemed to have fulfilled its obligation to deliver the Specific Functionalities upon sending the Customer an email confirming their availability on the online platform. In the absence of any reservation communicated by the Customer by email to VOD FACTORY within five (5) days following said confirmation email, the Specific Features will be deemed to have been received without reservation.

  1. 3.8. Evolution 

The functionalities of the Application Solution may be subject to change, during updates carried out at the sole initiative of VOD FACTORY. VOD FACTORY will keep the Customer informed of any modifications included in each update and its implementation date, without any update of the Application Solution being able to justify early termination of the Contract.

  1. Article 4 DURATION

Unless otherwise stipulated, the Contract comes into force from the date of signature. The Contract will expire 12 months after the invoicing of the Monthly License is triggered.

The Contract will be tacitly renewed for successive periods of one (1) year, unless terminated by one Party to the other by registered mail with acknowledgment of receipt no later than three (3) months before the expiry date of the period. in progress.

  1. Article 5 REMUNERATION
  2. 5.1. Set-up Fees

For the set-up costs of the Application Solution including the configuration of the Service, support for the launch of the Service, VOD FACTORY will receive a fee payable at 50% upon signature of the Contract, and 50% upon online availability of the Service, by direct debit, according to the SEPA direct debit mandate provided in the Contract.

  1. 5.2. Operating license for the Application Solution

The monthly fee paid to VOD FACTORY under the operating license (the “Monthly License”) covers the provision of the Application Solution and its maintenance (including the provision of the Site), hosting of the Service, as well as the provision of a technical assistance service as defined in article 3.5. .

An invoice will be established by VOD FACTORY and sent no later than the 1st of month N for the monthly fee for month N by email. This invoice will be payable by direct debit, upon receipt according to the SEPA direct debit mandate provided in the Contract.

The operating license will be invoiced from the launch of the Service, or at the latest (2) two months after signing the Contract or Quote. For the first invoice, VOD FACTORY may invoice pro rata for the calendar month.

  1. 5.3. Remuneration for broadcast infrastructure (bandwidth) and storage

The Monthly License covers hosting and normal operation of the Service for an unlimited number of Member registrations and a maximum of 10,000 simultaneous connections.

In the event of an increase in its needs in terms of capacity, in particular if it had a specific need for a number of simultaneous connections (>10,000), making a suitable and/or dedicated hosting service necessary, the Client will inform VOD FACTORY. which may propose the conclusion of an additional service on the basis of a specific quote.

Other items that may give rise to additional invoicing are as follows.

The prices for these positions may be subject to review on January 1 and July 1 of each year. Prices will be revised according to the evolution of the euro/US dollar parity, as well as the evolution of the Production Price Index for French services to French businesses (BtoB) − CPF 58.2 − Software publishing, published by INSEE.

To determine the amount to be paid in excess of the monthly package, VOD FACTORY will provide each month a report of the volumes used by the Service and any excesses of the monthly package, which will be sent by email.

An invoice will be established by VOD FACTORY for any excesses in month N between the 1st and 15th of month N+1, and will be paid by direct debit upon receipt.

No automatic suspension of the Customer's consumption occurs once the consumption included in the monthly license is exceeded.

The cost of exceeding the monthly package will be charged to the monthly invoice mentioned in article 5.2. above.

  1. 5.4. Failure to pay

Without prejudice to possible damages, failure by the Customer to pay an invoice when due automatically results in:

  • - the application of late payment interest equal to three times the legal interest rate, without prior notice and from the first day of delay;
  • - payment of recovery costs of €40 excluding tax;
  • - additional banking and management fees (recovery monitoring, reminder mail and telephone costs, representation of bank direct debit rejections) upon presentation of the corresponding supporting documents;

possibly, the automatic termination of the Contract under the conditions provided for by TERMINATIONArticle 9 of the Contract.

  1. Article 6 PERSONAL DATA

As part of the processing of personal data carried out by VOD FACTORY on behalf of the Customer as described in article 6.1. below, the Parties acknowledge that VOD FACTORY will act as a subcontractor of the Client (the latter acting as data controller), within the meaning of European Regulation 2016/679 of April 27, 2016 (the "GDPR").

  1. 6.1. Description of the processing subject to subcontracting

The characteristics of the processing of personal data to be carried out by VOD FACTORY on behalf of the Client within the framework of the Contract are as follows:

  • - The nature of the processing is collection, electronic storage, organization and use, where appropriate, for the purposes of communicating with data subjects.
  • - The processing purposes relate to the provision of the Application Solution and the Service: invoicing to the Customer, storage and management of connection identifiers for administrator accounts and Member accounts, Customer Service interventions with the persons concerned.
  • - The personal data processed are:
  • o Name
  • o First name
  • o E-mail address
  • - The categories of persons concerned are the Members of the Service and, where applicable, the Client's personnel to whom administrator accounts are entrusted and to whom invoicing is addressed.

The processing will be carried out for the entire duration of the Contract.

  1. 6.2. Obligations of VOD FACTORY towards the Customer

As a subcontractor of the Client, VOD FACTORY undertakes to:

  • - Process personal data solely for the purposes of providing the services covered by the Contract;
  • - For all purposes exceeding the strict provision of the services covered by the Contract, process personal data in accordance with the Client's documented instructions, - if it considers that an instruction constitutes a violation of the legislation, immediately inform the Client by any means;
  • - immediately inform the Customer if he is required, due to legal or regulatory obligations, to carry out data processing other than the processing defined in these General Conditions;
  • - immediately notify the Customer of any modification or change that may impact data processing;
  • - take into account, with regard to its tools, products, applications or services, the principles of data protection by design and data protection by default as defined by legislation;
  • - Ensure that VOD FACTORY staff and its partners authorized to process personal data under these General Conditions undertake to respect the confidentiality of this data or are subject to an appropriate legal obligation of confidentiality and that they have a sufficient level of knowledge regarding the protection of personal data;
  • - Make available to the Client all the information necessary to demonstrate compliance with the obligations provided for under Article 28(3) of the GDPR, following the Client's request for access to this information and to enable audits to be carried out, including including inspections by the Client or another auditor mandated by the latter. The Client undertakes to inform VOD FACTORY of its intention to carry out the audit or inspection within thirty (30) calendar days before the audit or inspection takes place, except in a duly justified and urgent case. requiring a shorter response time, within the limit of two (2) audits per year. As part of these audits and inspections, the Client undertakes (i) that no damage of any nature whatsoever (to property or people) will take place and (ii) not to cause any disruption, no discontinuity in VOD FACTORY’s activities. VOD FACTORY must respond as quickly as possible to the Client's audit requests made by it or by an independent third party that it has selected and who will be free to provide the details of its audit remarks and conclusions to the Client;
  • - Implement appropriate technical and organizational measures pursuant to Article 32 of the GDPR, including with regard to transfers of personal data outside the European Economic Area (“EEA”).

However, if VOD FACTORY is required to transfer data to countries located outside the EEA, under Union law or the law of the Member State to which it is subject, it must inform the Client of this legal obligation before processing, unless the relevant law prohibits such information for important reasons of public interest. If VOD FACTORY considers that an instruction constitutes a violation of the GDPR or any other provision of Union law or the law of the Member States relating to data protection, it will immediately inform the Customer.

  1. 6.3. Subsequent subcontracting

VOD FACTORY is authorized by the Customer to use the companies Amazon Web Services Inc., a company under foreign law, registered with the RCS under the number 831 001 334 and Limelight Networks, Inc., a company under foreign law, registered with the RCS under the number 503 541 740 to carry out the following processing activities for storing all personal data of the Service.

Under the Contract, VOD FACTORY benefits from a general authorization allowing it to recruit other subcontractors and/or to replace the subcontractors listed above.

In this case, VOD FACTORY undertakes to inform the Customer by any means, who may express any objections. In the event of legitimate objections from the Client, the Parties undertake to negotiate in good faith in order to find solutions to overcome these objections.

In any case, the use of secondary subcontractors will be in compliance with the requirements of Article 28 of the GDPR.

It is up to VOD FACTORY to conclude contracts with the subcontractors concerned containing the relevant terms of this article, in particular to ensure that the subcontractors provide sufficient guarantees regarding the implementation of technical and appropriate organizational arrangements that comply with GDPR requirements. VOD FACTORY remains fully responsible, with regard to the Client, for the execution by subcontractors of their obligations.

  1. 6.4. Right to information and exercise of the rights of data subjects

VOD FACTORY undertakes to cooperate with the Customer in order to allow the timely management of Members' requests for the exercise of their rights and in particular their right of access, rectification, erasure, opposition, right to limitation of processing, and right to the portability of the data which concerns them.

If a Member comes to contact VOD FACTORY to exercise their right of access, rectification, erasure, opposition, right to limitation of processing, or to the portability of their data, or for any other requests related to the protection of its data, VOD FACTORY will communicate this request to the Customer by email, as soon as possible and in any event within a maximum period of forty-eight (48) hours from the first working day following receipt of this request.

VOD FACTORY will only be able to respond to a Member's request on the instructions of the Customer. Any instructions from the Customer following a request made to VOD FACTORY by a Member regarding data concerning him or her must be taken into account by VOD FACTORY as soon as possible. Thus, if a Member requests that their data be deleted, VOD FACTORY must, after instructions from the Customer, delete the data concerned without delay, unless a legal and/or regulatory obligation requires VOD FACTORY to retain this data.

  1. 6.5. Notification of personal data breaches

VOD FACTORY will notify the Customer by email with acknowledgment of receipt within a maximum of forty-eight (48) hours after becoming aware of it, of any violation of personal data, by email.

This notification will be accompanied by any useful documentation to enable the Customer, if necessary, to notify this violation to the competent supervisory authority.

  1. 6.6. Other obligations

VOD FACTORY undertakes to help the Customer ensure compliance with the latter's obligations under Articles 32 to 36 of the GDPR, taking into account the nature of the processing and the information available to VOD FACTORY.

  1. 6.7. Fate of personal data

After stopping the Service, VOD FACTORY undertakes to destroy all personal data existing in VOD FACTORY's information systems, unless the law of the Union or of the Member State concerned requires the retention of personal data. Where applicable, once personal data has been destroyed, VOD FACTORY will justify its destruction in writing.

  2. 7.1. Exclusive property of VOD FACTORY

VOD FACTORY remains the exclusive owner of all intellectual property rights relating to the Application Solution, in particular the Back Office Tool and the Site and Application, as well as to all brands and/or all elements likely to make the subject of protection by copyright, trademark law, patents and/or designs and for which VOD FACTORY holds the rights.

All software and/or hardware elements, such as existing programs, applications, software packages, documentation, data and/or files (the “VOD FACTORY Elements”), made available to the Customer by VOD FACTORY for the execution of the Contract, remain the exclusive property of VOD FACTORY or third parties having made these elements available to VOD FACTORY.

VOD FACTORY guarantees the Client that it has all the intellectual property rights and authorizations relating to the Application Solution, Templates, VOD FACTORY Elements and more generally to the elements made available to the Client within the framework of these General Conditions so that he can edit the Service. He thus guarantees peaceful enjoyment of the rights granted under the Contract, for his own benefit as well as for third parties. As such, VOD FACTORY guarantees the Customer in particular against any claim or complaint from third parties, any legal action on the basis of counterfeiting, unfair competition or parasitism and more generally against any disturbance affecting the enjoyment of the rights granted.

VOD FACTORY will take responsibility for all requests, complaints but also judgments (in principal, costs and accessories) to which the Customer could be condemned or liable at the end of a court decision and/or a transaction concluded with the third party author of the claim as well as the procedural costs incurred by the Client for its defense (including legal fees), to which it will also provide its full assistance.

VOD FACTORY guarantees that on the date of signing the Contract, there are no claims of any type whatsoever.

VOD FACTORY guarantees that it has not entered into any commitment contrary to the commitments stipulated in the Contract and that it has the capacity to contract the obligations imposed on it under the Contract.

Otherwise, VOD FACTORY undertakes to resolve any disputes with third parties, without these having the slightest impact on the Contract and its proper execution.

VOD FACTORY guarantees that all the formalities required for the exercise of its profession are regularly completed and undertakes to comply with the various tax and social obligations relating to its situation, particularly on the tax and social level.

In return for the remuneration to be paid to VOD FACTORY as provided for in Article 5 above, VOD FACTORY grants the Client a non-exclusive operating license for the Application Solution (Back Office Tool, Site and Application) and the VOD FACTORY Elements, solely for the purposes of use of the Service by the Customer and under the conditions provided for in the Contract.

Except with prior written authorization from VOD FACTORY, the Client undertakes not to make any reproduction or modification or use of the Back Office Tool, the Service and the VOD FACTORY Elements, for purposes other than for the execution of the Contract.

  1. 7.2. Exclusive property of the Client

The Client is the exclusive owner of all intellectual property rights relating to the domain name, the brand, the Programs and other elements (in particular textual and/or visual) that it integrates and distributes on the Site made available to it. by VOD FACTORY via the Service, under the Contract, with the exception of the elements provided by VOD FACTORY as part of the Application Solution.

The Client guarantees to VOD FACTORY that he has all the intellectual property rights and authorizations relating to the elements mentioned in the previous paragraph, and that none of them infringes the rights and interests of a third party or any applicable laws or regulations.

As such, the Client guarantees VOD FACTORY in particular against any claim or complaint from third parties, any legal action whatever the basis (in particular: counterfeiting, unfair competition, economic parasitism, etc.) and more generally against any grievance in link with the domain name attached to the Site, the editorial content of the Site and the Programs. This guarantee covers in particular any action arising from an infringement, proven or not, of the intellectual property rights of a third party, as well as any action resulting from non-compliance by the Client with the operating scope of the Application Solution such as described in article 1.2. above.

The Customer will be responsible for all requests, complaints but also judgments (in principal, costs and accessories) to which VOD FACTORY could be condemned or liable under the terms of a court decision and/or a transaction concluded with the third party author. of the claim as well as the procedural costs incurred by VOD FACTORY for its defense (including legal fees), to which it will also provide its full assistance.

The Client guarantees that on the date of signing the Contract, there are no claims of any type whatsoever.

All software and/or hardware elements, such as programs, applications, software, software packages, documentation, data and/or files (the “Customer Elements”), made available to VOD FACTORY by the Customer for execution of the Contract, remain the exclusive property of the Client or third parties having made these elements available to the Client.

The Client assures and guarantees that it is the owner of the rights and holder of the authorizations necessary for the exploitation of the name of the Service and all the creative elements, in particular the Programs which will make up the Service as well as for the use by VOD FACTORY of the Client Elements for the needs of the Service.

The Client grants, free of charge, to VOD FACTORY a non-exclusive license to use the Client Elements in France solely for the purposes of executing the Contract.

Without prior written authorization from the Client, VOD FACTORY prohibits any reproduction or modification or use of Client Elements.

  1. 7.3. General

Generally speaking, each Party undertakes not to infringe the intellectual property rights of the other Party, nor its brand image.

It is expressly agreed that the Contract cannot result in any transfer of intellectual property rights from one of the Parties to the other as a result of the Contract.

Each Party undertakes to respect all of the rights of the other Party over its brands, signs, logos, names, trade name and any distinctive sign and in particular refrains from causing any confusion in the mind of the public at any time. purpose whatsoever, and by whatever means.

Each Party guarantees in any case the other Party against any recourse from any third party whatsoever, in particular based on a lack of knowledge of its intellectual property rights.

As such, in the event of an action or claim brought by a third party directly against one of the Parties, the defaulting Party will assume sole responsibility for this situation and will bear all costs incurred by the Party. injured, as a result of this procedure, notwithstanding any damages that may be claimed by the injured Party from the defaulting Party as a result of the damage suffered, subject to and within the limits provided for in Article 8 below.

The Parties will inform each other, as soon as they become aware of it, of any action of imitation, counterfeiting or unfair competition and more generally of any fact or act likely to infringe the intellectual property rights of the other Party and , upon first request, will transmit any non-confidential element or documentation in their possession which may be necessary to defend the interests of the other Party.

Each Party prohibits any behavior likely to directly or indirectly harm the reputation, honor or image of the other Party and harm its interests.

  1. 7.4. Reference

As an exception to the above, VOD FACTORY is authorized to mention the identity of the Customer (including the reproduction of all or part of the brands of which he is the owner or licensee and allowing him to be identified to the public), as well as the name and the theme of the Service, on any physical or digital medium for internal or public use, and in particular on its website and any other site presenting its activity, for the entire duration of the Contract then an indefinite period from its end.

From the end of the Contract, the Customer may, at any time, request that VOD FACTORY refrain from any new references concerning him, by sending him an e-mail to the or by sending him sending a registered letter with acknowledgment of receipt to the address: VOD FACTORY, 4 rue du Faubourg Montmartre, 75009 Paris.

In this case, VOD FACTORY undertakes to no longer refer to the Customer or its Service in the future.

On the other hand, the Client understands and expressly accepts that VOD FACTORY will not have to delete references published and/or distributed prior to the Client's request for cessation, and that references may in particular remain in the archives of the websites. of VOD FACTORY, in articles published in physical and/or digital form, as well as on third-party sites.

  2. 8.1. VOD FACTORY cannot be held liable under any circumstances in the event of fraudulent exploitation and/or piracy of the Programs carried out by a third party not resulting from an act, gross negligence or fault of VOD FACTORY. .

In the event that VOD FACTORY's liability is established for the execution of the Contract and the General Conditions, this liability will be limited to direct damage generated by the culpable non-performance of the Party concerned.

As such, the amount of damages that may be owed by VOD FACTORY cannot exceed the sums received by VOD FACTORY pursuant to the Contract, unless otherwise provided by law.

  1. 8.2. VOD FACTORY may interrupt access to the Site and the Application Solution and the Service for maintenance reasons, under the conditions and terms indicated in article 3.7.

VOD FACTORY is not required to make backups of all or part of the encoded Programs at the Customer's request, nor to keep the source files.

Furthermore, the Customer acknowledges that technical malfunctions and/or other error(s) may result in loss of content and/or data.

Therefore, it is the sole responsibility of the Client to keep the source files of its Programs in order to transmit them to VOD FACTORY so that it can proceed with their re-encoding, if necessary. VOD FACTORY cannot be held responsible for the impossibility of re-encoding a Program whose source file is no longer in the Client's possession.

  1. Article 9 TERMINATION
  2. 9.1. The Contract may be terminated by either Party, automatically, in the event of a serious breach by the other Party of its obligations considered essential under the Contract and the General Conditions (articles 1.2. , Article 3, Article 5, Articles 6.2., 6.3., 6.4., 6.5., 6.6., Article 7 and Article 11), after formal notice by LRAR to correct the breach if it is reparable, remained for more than 30 days unsuccessful.

In this case, VOD FACTORY will send, subsequent to the termination of the Contract, a balance invoice including the entire sums owed by the Customer on the date of termination (calculated as ofaccordance with the time, where applicable, with regard to the monthly license provided for in Article 5.2. above).

  1. 9.2. For all breaches other than those provided for in paragraphs 9.1 above, the Parties rely on the provisions of articles 1217 et seq. of the Civil Code.
  2. 9.3. The Client accepts that in the event of termination of the Contract, he will lose the right to use the Application Solution and the right to use the Site to give Members access to the Service.

At the end of the Contract, for whatever reason, the Client will have 30 days to recover/repatriate the Programs. In this regard, VOD FACTORY will provide any assistance that may be necessary. After this period, the uploaded Programs will be deleted from the VOD FACTORY servers and Members will no longer have access to the Site and the Service as a whole. In particular, the Client acknowledges and accepts that the video files stored by VOD FACTORY are the only formats intended for the broadcast of the Programs and that it is their responsibility to maintain their video files in high quality otherwise.

  1. 9.4. In order to limit the risk for the Client on investments made in the Application Solution, VOD FACTORY offers the Client the following:

  1. 1. if VOD FACTORY should no longer be able to operate the Application Solution, the latter undertakes to make available to the Client all the data allowing it to migrate to an internal or competing solution having a mode of similar operation;

  1. 2. where applicable, VOD FACTORY may support the transition to this internal or competing solution, as part of an independent service subject to an independent quote.


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 an association, nor a partnership contract, nor an employment contract, nor a mandate given by one of the Parties to the other.

Consequently, each Party acts as an independent partner. Each party therefore undertakes to declare, under its sole responsibility, the income derived from the Contract, and to pay the declarations and social and tax contributions attached thereto.

  1. Article 11 CONFIDENTIALITY  

Each Party undertakes to (i) keep confidential all information it receives from the other Party, and in particular to (ii) not disclose the confidential information of the other Party to any third party, other than to employees or agents who need to know them; and (iii) use the confidential information of the other Party only to exercise its rights and fulfill its obligations under the Contract.

Notwithstanding the foregoing, neither Party will have any obligation whatsoever with regard to information which (i) has fallen or falls into the public domain independently of any fault of the Parties, (ii) is developed independently by the Party receiving them, (iii) would be known to the Party receiving them before the other Party discloses them to it, (iv) would be legitimately received from a third party not subject to an obligation of confidentiality, or (v) should be disclosed by law or by order of a court (in which case it must only be disclosed to the extent required and after prior written notice to the Party providing it).

The obligations of the Parties with regard to confidential information will remain in force for the entire duration of the Contract and as long, after its term, as the information concerned remains confidential for the Party having disclosed it and, in any event, for a period of 5 (five) years after the end of the Contract.

The Parties also undertake to ensure compliance with these provisions by their staff, and by any employee or third party who may intervene in any capacity whatsoever within the framework of the Contract.

  1. Article 12 MODIFICATIONS

The provisions of the Contract replace any previous agreement, written or oral, signed between VOD FACTORY and the Customer, and take effect from its signature.

  1. Article 13 FORCE MAJEURE

The liability of the Parties cannot be incurred in the event of force majeure.

Will be contractually considered to constitute a case of force majeure, any impediment beyond the control of either Party preventing it from normally executing the conditions and/or obligations that it cannot avoid or overcome. to costs and expenses substantially modifying the economics of the Contract.

The Parties undertake to keep themselves informed in a timely manner of the occurrence of a force majeure event and its foreseeable consequences.

If the force majeure event continues for a consecutive period of at least 30 (thirty) days, the Party not prevented by the force majeure event will be entitled to terminate all or part of the Contract, giving the Party prevented a notice of at least 15 (fifteen) days, by registered letter with acknowledgment of receipt.

No claim for damages can be made in this respect.

  1. Article 14 MISCELLANEOUS
  2. 14.1. Entire agreement

The stipulations of the Contract and these General Conditions, including their annexes, express the entirety of the agreements concluded between the Parties. It replaces any previous document, which could have been exchanged between the Parties concerning the subject of the Contract.

  1. 14.2. Cession – Substitution

Neither Party will have the right to transfer all or part of its rights and obligations under the Contract, in any form whatsoever, and for any reason whatsoever, to any third party, except with the prior written authorization of the Party. other Party.

  1. 14.3. Divisibility

If one or more provisions of the Contract or the General Conditions are held to be invalid by a law or regulation, or declared such by a final decision of a competent court, they will be deemed unwritten, the other provisions of the Contract and the Conditions Generals maintaining their strength and scope.

  1. 14.4. Non-waiver

No delay or abstention by either Party in the exercise of its rights may be considered as a waiver of all or part of the rights it holds under the Contract.

  1. 14.5. Legal residence

For the purposes of executing this Agreement, the Parties hereby establish their legal residence at the addresses specified in the Agreement.


The Contract is governed by French law.

Any dispute between the Parties relating to the existence, validity, interpretation, execution and termination of the Contract that the Parties cannot resolve amicably, will be subject to the exclusive jurisdiction of the courts within the jurisdiction of the Paris Court of Appeal.


  1. I. File names

  • ● Spaces, Unicode characters, or other special characters are prohibited.
  • ● You can use underscores (“_”) to separate different words in the same section within a file name.
  • ● Periods are not allowed in file names.

  1. II. Fichiers mezzanine HD

  • ● Video and audio files of the same length.
  • ● Tag ISO audio languages
  • ● Only useful images: no test pattern, clap at the start of the file or neutral or black backgrounds at the end. Input TC: 00:00:00.00.

Video formatsnon supported :

  • ● .mkv video sources
  • ● Encapsulated .ts files with AC-3 audio
  • ● .mov files containing a codec other than ProRes (AVC/H.264, MPEG-2, DNXHD)
  • ● .vob files
  • ● .wmv files

  1. III. Integrated audio
  2. IV.

Tracks must be tagged according to the ISO standard corresponding to the audio language, for example ENG for English, FRA for French, etc.

  1. V. Subtitles

  • ● Separate MTB file
  • ● Focused on content
  • ● Norm Webvtt
  • ● Unicode UTF-8
  • ● 39 characters per line, maximum
  • ● No underlining

Supported characters

VOD Factory supports full charactersUTF-8, with the exception of musical notes.

  1. Article 1

Timecode Shift

All files containing synchronized text must be submitted with an offset of 00:00:00.00 to conform to the mezzanine video file.

  1. VI. Delivery method

On ftp with access via SSH key (“.pub” file to send to the support team)

Complete procedure: