CONDITIONS GÉNÉRALES DE VENTE

Article 1 – LEGAL NOTICE


This website, accessible at the URL www.calisphere.io, is published by:

Calisphere SAS, a company with a capital of 200 euros, registered with the Paris Trade and Companies Register under number 917831315, with its registered office located at 92 Avenue de Versailles, 75016 Paris, France, represented by Johansson Klara, duly authorized. Hereinafter referred to as the "Operator."

The Operator's individual VAT number is FR62917831315.

The Site is hosted by Scaleway, located at 8 rue de la Ville l’Evêque, 75008 Paris, France. Correspondence: SCALEWAY SAS BP 438 75366 PARIS CEDEX 08 FRANCE.

The director of the publication of the website is Johansson Klara.

The Operator can be contacted at the following phone number: +33 6 08 49 17 50 and at the following email address: contact@calisphere.fr

Article 2 – GENERAL PROVISIONS RELATED TO THESE TERMS OF SERVICE (CGU) AND TERMS OF SALE (CGV)


2.1 Acceptance of Terms
By accessing and using the website www.calisphere.io (hereinafter referred to as the "Site") and by purchasing the services offered by Calisphere SAS (hereinafter referred to as the "Company"), you (hereinafter referred to as the "Client") acknowledge that you have read, understood, and agreed to be bound by these Terms of Service (CGU) and Terms of Sale (CGV), as well as all applicable laws and regulations. If you do not agree to these terms, you are not authorized to use the Site or any services provided by the Company.

2.2 Modification of Terms
The Company reserves the right to update, modify, or replace any part of these Terms of Service and Terms of Sale at its sole discretion. Any changes will be effective immediately upon posting on the Site. It is the Client's responsibility to review these terms regularly to be aware of any changes. Continued use of or access to the Site following the posting of any changes constitutes acceptance of those changes.

2.3 Arbitration Clause and Class Action Waiver
Arbitration Clause: Any dispute, controversy, or claim arising out of or relating to these Terms of Service and Terms of Sale, or the breach thereof, shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in the United States, and the language of arbitration shall be English. The judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The parties understand that by agreeing to submit disputes to arbitration, they are waiving any rights they might otherwise have to a trial by jury. Class Action Waiver: The Client agrees that any dispute or claim arising out of or relating to these Terms of Service and Terms of Sale, or related to them, shall be resolved on an individual basis. The Client waives the right to participate in any class action lawsuit or class-wide arbitration for any claims arising from this agreement. This means that neither the Client nor the Company shall have the right to participate as a representative or member of any class of claimants in any lawsuit or arbitration concerning any claims arising out of or related to these Terms of Service and Terms of Sale.

2.4 Governing Law and Jurisdiction
These Terms of Service and Terms of Sale shall be governed by and construed in accordance with the laws of France. Any dispute or controversy arising out of or relating to these terms shall be subject to the exclusive jurisdiction of the competent courts of Paris, France. However, for Clients residing in the United States, the Company agrees that any dispute or claim may also be subject to the laws of the State and the federal or state courts located in that State, depending on the Client's place of residence.

2.5 Entire Agreement
These Terms of Service and Terms of Sale, along with any policies or operating rules posted by the Company on the Site, constitute the entire agreement and understanding between the Client and the Company, superseding any prior or contemporaneous agreements, communications, and proposals, whether oral or written.

2.6 Severability
If any provision of these Terms of Service or Terms of Sale is found to be unlawful, void, or unenforceable, that provision shall nevertheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed severed from these terms. Such determination shall not affect the validity and enforceability of any other remaining provisions.

2.7 Force Majeure
The Company shall not be held liable for any failure to perform, or delay in performance of, any of its obligations under these terms caused by events beyond its reasonable control (a "Force Majeure Event"), including but not limited to strikes, lockouts, accidents, wars, fires, acts of God, or other similar events.

Article 3 – DESCRIPTION OF SERVICES


The Site is an online sales platform for data processing services. The application performs searches based on a document provided by the customer containing music titles. If the search is successful, it allows the customer to download and edit a document containing information such as the AUTHOR, LABEL, or PERFORMER of each title (hereinafter the "Service(s)"). It is open to any natural or legal person using the Site (the "Customer").

The Services presented on the Site are each accompanied by a description of their essential characteristics. The photographs illustrating the Services do not constitute a contractual document. The Services comply with the requirements of current French law.

The Customer remains responsible for the terms and consequences of their access to the Site, particularly via the Internet. This access may involve the payment of fees to technical service providers such as Internet service providers, which remain their responsibility. Moreover, the Customer must provide and be fully responsible for the equipment necessary to connect to the Site.

The Customer acknowledges that they have verified that the computer configuration they use is secure and in working order.

The Operator reserves the right to modify or discontinue any of the services at any time.

Although the Operator strives to ensure that the services are error-free, it cannot guarantee that user files, modified files, or converted files will not be deleted or lost. The Customer acknowledges and agrees that the Operator will not be liable for any failure of the services to convert a user file or store a user file, edited file, or converted file. The Customer also acknowledges and agrees that the Operator will not be liable for the deletion of a user file or converted file stored during the provision of the services, or for the corruption or loss of any data, information, or content contained in a user file, edited file, or converted file.

Article 4 – CREATION OF THE CUSTOMER ACCOUNT


To place an order on the Site, the Customer must first create a personal customer account. Once created, the Customer must log in using their username and secret, personal, and confidential password. It is the Customer's responsibility to keep their username and password confidential as per the provisions of the Personal Data section of these terms. Each Customer agrees to maintain strict confidentiality regarding their access credentials and acknowledges that they are solely responsible for access to the Service through their username and password unless fraud is proven. Each Customer also agrees to inform the Operator immediately in the event of loss, misappropriation, or fraudulent use of their username and/or password.

After creating their personal customer account, the Customer will receive an email confirming the creation of the account.

When registering, the Customer agrees to:



The Customer also agrees not to make available or distribute illegal, objectionable, or harmful information (such as defamatory statements, identity theft, or viruses). Otherwise, the Operator may suspend or terminate the Customer's access to the Site at its sole discretion.

Article 5 - SINGLE ORDERS


When placing an order, the Customer may choose a one-time payment without a subscription. The Customer's cart will be determined based on the number of music title lines that the software solution's algorithm has calculated in the file provided by the Customer. The Customer can review the details of their order and its total price and return to previous pages to correct the contents of their cart before validating it.

The Customer agrees to read the General Terms in effect before accepting them. Order confirmation constitutes acceptance of the GTC and forms the contract.

The Customer's attention is drawn to the method of acceptance of the order placed on the Site. When the Customer places their order, they must confirm it using a "two-step confirmation process," which means that after selecting the Product and adding it to the cart, the Customer must review and, if necessary, correct the contents of their cart (such as identification, quantity, price, and terms) before validating it by clicking on "I pay." The Customer then confirms their order by entering their payment details and acknowledging and accepting these GTC before clicking on the "Pay" button. This "two-step confirmation process" is equivalent to an electronic signature and is legally binding.

The Operator retains communications, order forms, and invoices on a reliable and durable medium, constituting a faithful and durable copy. These communications, order forms, and invoices can be produced as evidence of the contract. Unless proven otherwise, the data recorded by the Operator via the Internet or by phone constitutes proof of all transactions made between the Operator and its Customers.

Contractual information related to the order will be confirmed by email in due time, and at the latest at the time of delivery. The Operator strongly advises the Customer to print and/or archive this order confirmation on a reliable and durable medium as proof. A digital invoice is made available to the Customer in the "My Account" area. The Operator also advises the Customer to print and/or archive this invoice on a reliable and durable medium as proof.

Any email addressed to the Customer as part of an order will be sent to the email address used by the Customer to log in to their customer account.

The Operator reserves the right not to validate the Customer's order for any legitimate reason, including but not limited to:



The Operator archives sales contracts for Services in accordance with applicable legislation. Upon request to the following address: contact@calisphere.fr, the Operator will provide the Customer with a copy of the contract in question.

Any modification of an order by the Customer after confirmation of their order is subject to the Operator's agreement.

The information provided by the Customer when placing the order is binding. Therefore, the Operator cannot be held responsible for any error during the order process that prevents or delays delivery.

The Customer declares that they have full legal capacity to commit to these General Terms.

Registration is open to capable adults and minors, provided they act under the supervision of a parent or guardian holding parental authority. In no case is registration authorized on behalf of third parties unless duly authorized to represent them (e.g., a legal entity). Registration is strictly personal to each Customer.

In the event of a breach by the Customer of any of the provisions of these General Terms, the Operator reserves the right to terminate the Customer's account without notice.

Article 6: SUBSCRIPTION TERMS


All elements constituting a Subscription as marketed by CALISPHERE or its partners are inseparable.

6.1 Initial Subscription Period and Automatic Renewal


The start date of the Subscription is indicated on the Subscription invoices communicated to the Customer. The Subscription is concluded for an initial period of one (1) month, unless otherwise specified by Calisphere in an order form.

At the end of this initial period, the Subscription is automatically renewed for successive periods of one (1) month, unless otherwise specified by Calisphere in an Order Form, at the rate in effect on the day of its renewal. The renewed Subscription will be subject to the GTC in effect at the date of renewal.

However, the Customer may terminate the Subscription before the expiration of the current Subscription period by any means (on the site, by email, mail, or phone) for Subscriptions offered on the site. For custom subscriptions, termination must be made exclusively by registered letter with acknowledgment of receipt. When the termination request is made by phone, the Customer will be asked for written confirmation. Termination will only take effect from the anniversary date of the Subscription.

6.2 Modification of the Subscription - Suspension - Deletion of a Product or Service


Calisphere reserves the right to replace a Product or Service with another Product or Service of equivalent quality and content. The Customer will be informed in advance. The Customer may refuse the proposed modification and request a refund of any amounts paid corresponding to the remaining duration of the Subscription by registered letter with acknowledgment of receipt.

In addition to the cases provided for in Article 9 below, Calisphere reserves the right to suspend access to Services and/or Products in the event of non-payment of an invoice, force majeure, attempted intrusion, or breach of the security of the Sites.

Calisphere also reserves the right to completely delete a Product or Service. In this case, the Customer will be informed and refunded any amounts paid corresponding to the remaining duration of the Subscription.

Article 7 – PAYMENT TERMS AND SECURITY


The Customer expressly acknowledges that any order placed on the Site is a payment obligation, requiring payment of the price in exchange for the provision of the Service ordered.

The Customer is informed that the provision of the Service cannot be made before the Operator has fully collected the amounts due by the Customer

The Operator uses the online payment solution Stripe

Orders can be paid for using one of the following payment methods:



The Customer's order is recorded and validated as soon as the bank accepts the payment.

The Customer's account will be debited for the corresponding amount only when (I) the bank card details used have been verified and (II) the debit has been accepted by the bank that issued the bank card

The inability to debit the amounts due will result in the immediate nullity of the sale.

The bank card may be declined if it has expired if it has reached the maximum spending limit the Customer is entitled to, or if the entered details are incorrect.



If applicable, the order validated by the Customer will only be considered effective once the secure banking payment center has given its approval for the transaction

As part of the control procedures, the Operator may request from the Customer any necessary documents to finalize their order. These documents will not be used for any other purpose than finalizing the order.



Article 8 – PRICE PAYMENT


The price of the Services in effect at the time of the order is indicated in euros, all taxes included (TTC), on the Site. In case of promotion, the Operator undertakes to apply the promotional price to any order placed during the promotional period.

The price is payable in euros (€) only.

The price is payable in full after confirmation of the order. The prices offered include any discounts and rebates that the Operator may grant.

The total amount due by the Customer and its details are indicated on the order confirmation page.

Article 9 – RIGHT OF WITHDRAWAL


The Customer will benefit from a fourteen (14) calendar day withdrawal period from the conclusion of the contract, in accordance with Article L. 221-19 of the French Consumer Code. If the Customer wishes the execution of a service to begin before the end of the withdrawal period, the Operator will collect their express request by any means.

The Customer who has exercised their right of withdrawal for a service whose execution has begun, at their express request, before the end of the withdrawal period, will pay the Operator an amount corresponding to the service provided up to the communication of their decision to withdraw. This amount is proportional to the total price of the service agreed upon in the contract and will equal the total price of the service if the entire service has been provided.

No amount is due by the Customer who has exercised their right of withdrawal if their express request has not been collected or if the Operator has not complied with the obligation to provide information under Article L. 221-5 of the French Consumer Code.

In accordance with Article L.221-21 of the French Consumer Code, to implement this right of withdrawal under the conditions of Articles L. 221-18 and following of the French Consumer Code, the Customer can exercise their right of withdrawal by notifying the following information to the Operator:

The exceptions of Article L.221-28 of the French Consumer Code apply and prevent the exercise of the right of withdrawal, particularly if the order consists of a contract:



The Operator will refund the Customer the amounts due within fourteen (14) days from the receipt of all elements enabling the implementation of the Customer's refund. This refund may be made using the same payment method employed by the Customer. In this regard, the Customer who paid for their order in the form of credits/gift vouchers may be refunded by credits/gift vouchers according to the Operator's discretion.

By accepting these General Terms, the Customer expressly acknowledges that they have been informed of the withdrawal terms.

Article 10 – CUSTOMER SERVICE


The Customer can contact the Operator:



Article 11 – INTELLECTUAL PROPERTY AND LICENSE TO USE


The Operator is the sole owner of all elements present on the Site, including but not limited to all texts, files, animated or static images, photographs, videos, logos, designs, models, software, trademarks, visual identity, databases, site structure, and all other elements of intellectual property and other data or information (hereinafter the "Elements") that are protected by French and international laws and regulations relating to intellectual property.

Consequently, none of the Site's Elements may be modified, reproduced, copied, duplicated, sold, resold, transmitted, published, communicated, distributed, broadcast, represented, stored, used, rented, or exploited in any way, free of charge or for a fee, by a Customer or third party, regardless of the means and/or media used, whether known or unknown to date, without the prior express and written authorization of the Operator on a case-by-case basis.

The Customer is solely responsible for any unauthorized use and/or exploitation.

Furthermore, it is specified that the Operator is not the owner of the content uploaded by Customers, for which they remain fully responsible and guarantee the Operator against any claims in this regard.

Customers grant the Operator a non-exclusive, transferable, sublicensable, free, and worldwide license to use the intellectual property content they publish on the Site for the entire duration of protection of these contents.

The Operator reserves the right to take any legal action against persons who do not comply with the prohibitions contained in this article.

ARTICLE 12 – LIABILITY AND WARRANTY


The Operator cannot be held liable for non-performance of the contract due to the Customer, a force majeure event as defined by the competent courts, or the unforeseeable and insurmountable act of any third party to these terms.

The Customer is solely responsible for the content and accuracy of the data transferred.

The Operator is not responsible for data and/or program loss if such damage results from the Customer's failure to perform data backups and ensure data recovery with reasonable efforts.

The Operator reserves the right to revoke access rights to its services or refuse the registration of a Customer who abuses the Operator's services or violates these General Terms. The Customer will be immediately informed by email of this revocation of access rights or refusal of registration.

The Operator cannot be held responsible for information imported, stored, and/or published on the Site by Customers. The Operator cannot be held responsible for any information published by a Customer on the Site and the direct or indirect damages that such use may cause to a third party, with the Customer who posted the information remaining solely responsible in this regard.

The Customer acknowledges that the characteristics and constraints of the Internet do not guarantee the security, availability, and integrity of data transmissions over the Internet. Therefore, the Operator does not guarantee that the Site and its services will operate without interruption or error. In particular, their operation may be temporarily interrupted for maintenance, updates, or technical improvements, or to evolve the content and/or presentation.

The Operator cannot be held responsible for the use made of the Site and its services by Customers in violation of these General Terms and the direct or indirect damages that such use may cause to a Customer or third party. In particular, the Operator cannot be held responsible for false statements made by a Customer and their behavior towards third parties. If the Operator's liability is sought due to such behavior by one of its Customers, the latter agrees to indemnify the Operator against any judgment pronounced against it and to reimburse the Operator for all costs, including attorney fees, incurred for its defense.

The Operator cannot be held responsible for the exploitation and use by the Customer of the information obtained from the use of the Site. The Operator cannot be held responsible for the accuracy of the information results and the direct or indirect damages that such use may cause to a third party, with the Customer who posted the information remaining solely responsible in this regard.

The information provided by Calisphere is for informational purposes only, and the Customer who posted the information remains solely responsible for the use of this information.

The Customer is solely responsible for all the content they upload to the Site, which they expressly declare to have all rights over, and guarantees the Operator that they do not upload content that violates third-party rights, particularly intellectual property rights, or constitutes an infringement of individuals (including defamation, insults, slander, etc.), privacy, public order, and morality (including, but not limited to, the apology of crimes against humanity, incitement to racial hatred, child pornography, etc.). In case of violation of the applicable laws, public morality, or these General Terms, the Operator may exclude Customers who have committed such violations and remove information and links to such content from the Site. The Operator is considered a host for content uploaded by third parties. In this capacity, it is reminded that the Operator has no general obligation to monitor the content transmitted or stored via the Site. If the Operator's liability is sought due to content uploaded by the Customer, the latter agrees to indemnify the Operator against any judgment pronounced against it and to reimburse the Operator for all costs, including attorney fees, incurred for its defense.

ARTICLE 13 – PERSONAL DATA


Each Customer is solely responsible for maintaining the confidentiality of their username and password and is solely responsible for all accesses to their Customer Account, whether authorized or not.

The Operator cannot be held responsible for any action or harmful act carried out via the Customer's personal space by a third party who has accessed their username and password following a fault or negligence attributable to the Customer. The Customer agrees to inform the Operator immediately as soon as they become aware of or suspect unauthorized use or access to their personal space.

For more information regarding the use of personal data by the Operator, please carefully read the Privacy Policy. You can consult this Policy on the Site at any time.

ARTICLE 14 – HYPERTEXT LINKS


The hypertext links available on the Site may refer to third-party websites not managed by the Operator. They are provided solely for the convenience of the Customer to facilitate the use of resources available on the Internet. If the Customer uses these links, they will leave the Site and accept to use the third-party sites at their own risk or, if applicable, in accordance with the terms that govern them.

The Customer acknowledges that the Operator does not control or contribute in any way to the development of the terms of use and/or the content applicable to or appearing on these third-party sites.

As a result, the Operator cannot be held responsible in any way for these hypertext links.

Furthermore, the Customer acknowledges that the Operator does not endorse, guarantee, or assume responsibility for all or part of the terms of use and/or content of these third-party sites.

The Site may also contain promotional hypertext links and/or advertising banners pointing to third-party websites not managed by the Operator.

The Operator invites the Customer to report any hypertext link present on the Site that allows access to a third-party site offering content contrary to the law and/or morality.

The Customer may not use and/or insert a hypertext link pointing to the Site without the prior express written consent of the Operator on a case-by-case basis.

Article 15 – REFERENCES


The Customer authorizes the Operator to mention the Customer's name and logo as a reference in its communication materials (brochure, website, commercial proposal, press relations, press release, press kit, internal communication, etc.).

ARTICLE 16 – DISPOSITIONS GÉNÉRALES


INTEGRITY OF THE AGREEMENT BETWEEN THE PARTIES



These General Terms constitute a contract governing the relationship between the Customer and the Operator. They constitute the entirety of the rights and obligations of the Company and the Operator concerning their subject matter. If one or more provisions of these General Terms are declared null and void in accordance with a law, regulation, or a final decision of a competent court, the other provisions will retain their full force and scope. Furthermore, the fact that one of the parties to these General Terms does not take advantage of a breach by the other party of any of the provisions of these General Terms shall not be interpreted as a waiver of their right to take advantage of such a breach in the future.

MODIFICATIONS TO THE TERMS



The Operator reserves the right to modify the content of the Site or the services available there, and/or to temporarily or permanently cease operating all or part of the Site, at any time and without notice.

In addition, the Operator reserves the right to change the Site's location on the Internet and these General Terms at any time and without notice. The Customer is therefore required to consult these General Terms before each use of the Site. IN THE EVENT OF MATERIAL CHANGES AND IN THE CASE OF CONTINUING SERVICES, THE USER WILL BE INFORMED BY EMAIL AND NOTICE ON THE SITE BEFORE THE CHANGE IS IMPLEMENTED.

The Customer acknowledges that the Operator cannot be held responsible in any way towards them or any third party for these modifications, suspensions, or terminations.

The Operator advises the Customer to save and/or print these General Terms for safe and durable storage, to be able to refer to them at any time during the performance of the contract if necessary.

COMPLAINT - MEDIATION



In the event of a dispute, you should first contact the company's customer service at the following contact details: contact@calisphere.fr.

APPLICABLE LAW



These General Terms are governed, interpreted, and applied in accordance with French law.

ACCEPTANCE OF THE GENERAL TERMS BY THE CUSTOMER



The Customer acknowledges having carefully read these General Terms.

By registering on the Site, the Customer confirms having read and accepted the General Terms, binding them contractually by the terms of these General Terms.

The General Terms applicable to the Customer are those available on the date of the order, a dated copy of which can be provided to the Customer upon request. Therefore, any modification of the General Terms made by the Operator will not apply to any order placed earlier, except with the express agreement of the Customer.

Privacy Policy



Effective Date: December 15, 2022

Introduction

Protecting your personal data is important to us. We are committed to collecting only the data we need to provide you with optimal service, ensuring its confidentiality and security, even when we use service providers, and facilitating the exercise of your rights regarding your data.

Our primary commitment is to comply with applicable data protection legislation, including the General Data Protection Regulation (also known as GDPR) and the French "Informatique et Libertés" law of January 6, 1978, as amended.

This policy aims to inform you of the rules we apply regarding the protection of personal data. It describes, in particular, how we collect and process your personal data and how you can exercise your rights over this data.

It applies to any user who accesses the application and uses the services offered on the application.

We reserve the right to modify this privacy policy at any time. The most current version of this policy governs our use of your information and will always be available at https://www.calisphere.io.

If we make any substantial changes to this privacy policy, we will notify our users via the email address provided during registration on the application.

Data Controller

Calisphere SAS with a capital of 2,353€, whose registered office is located at 92 Avenue de Versailles, 75016 Paris, France.

Represented by Klara Johansson, in her capacity as President, Registered with the RCS of Paris, Paris B 917831315

VAT number: FR62917831315

You can address any questions regarding personal data protection at Calisphere or submit a request to exercise your rights of access, rectification, objection, erasure, restriction, or portability to:



Data Collected

In the context of using our services and browsing our application, Calisphere collects the following data:



We do not process special categories of data (sensitive data) such as those listed in Article 9 of the GDPR, which reveal racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, biometric data, health data, or data concerning a person’s sex life or sexual orientation.

Use of Information

The information collected from you is used for:



Access to Information

We do not sell, trade, or transfer your personally identifiable information to third parties, either for a fee or free of charge. This does not include trusted third parties who assist us in operating our application and with whom confidentiality agreements will be signed.

Recipients of the Data



Protection of Information

We implement a comprehensive set of measures to protect the security of your personal information. Only authorized persons who have signed a confidentiality agreement and only for the needs of their activities have access to personally identifiable information. The computers and servers used to store personally identifiable information are kept in a secure environment.

Right to Object to Information

In accordance with the applicable regulations, you have rights when your Data is subject to processing:



Data Retention Period

Personal data is kept for 36 months from the last session of the user's login.

We delete your information on request within 72 hours of receiving the request.