"Advertising": refers to any announcement by the Client, regardless of the format, consisting in particular of a commercial name, a text presenting the Client's company or activity, a clickable URL link and intended to promote the Client's brand(s) and/or the supply of good(s) or service(s).
"AUDION": refers to AUDION, a French company par actions simplifiée with capital of 7694 euros, registered with the Paris Trade and Companies Register under number 834 462 061, and whose registered office is located at 85 rue Jouffroy d'Abbans, 75017 Paris.
“Audion 360” means the SaaS platform hosted by AUDION enabling the automation and measurement of digital audio advertising, Podcasts and “Print audio” (text to speech solution developed by AUDION).
“Content”: means the titles, rushes, brand podcasts, advertising messages in hostread or voice actors, promotional messages (trailers), social network formats, videos and displays created by AUDION as part of the Audion Stories services.
"Contract": has the meaning given to it in Article 2.
"Client": means the advertiser acting directly or through an agent (advertising agency, central space buying office) to whom the advertiser has entrusted the purchase of space and who is identified as such in the Contract. Agents acting in the name and on behalf of advertisers must provide proof of their status by means of a mandate certificate or any other written means.
"Deliverable" means an item delivered by Audion to the Client as part of the Services. For all intents and purposes, it is specified that the notion of Deliverable includes Content but does not include Audion 360.
“End User” means any person authorized to connect to the Services by the Client in accordance with the provisions of the Contract. It is understood that the End User is an employee, agent or representative of the Client.
"Insertion Order" means the order form signed by the Client, including in particular the Client's instructions relating to the campaign medium, the campaign start and end dates, the broadcast locations, the targeting format and the number of spots.
"Intellectual Property Rights" refers to all intellectual property rights, and in particular copyrights, rights relating to computer software, patents, patented and unpatented inventions, designs and models, trademarks, know-how, trade secrets, database rights, domain names, as well as all applications and registrations relating to the above, throughout the world.
“Listeners” refers to the Client's prospects, customers and targets who consult the Podcasts.
"Media": refers to the fixed and mobile Internet sites of the publishers or affiliates contacted by AUDION on behalf of the Client and able to display the Client's Advertising.
“Podcast” refers to a set of audio files grouped together under the same name, based on the same theme, and whose purpose is to be broadcast on the Internet, via any network, including mobile networks. Each audio file making up the Podcast is referred to as an ‘episode’.
"Services": means all the services provided by AUDION on behalf of the Client within the framework of the Contract.
“Terms and Conditions” refers to this document.
“Websites” refers to the websites of third parties or published by the Client on which the Podcasts are accessible to Listeners.
The contractual relationship between the Parties consists of the following contractual documents (hereinafter the ‘Contract’), set out in descending order of priority:
The Client expressly accepts all these documents, which constitute an indissociable whole binding the Parties. In the event of any contradiction between these documents, the provisions of these Terms and Conditions shall prevail.
The Terms and Conditions applicable are those in force on the date of signature of the Insertion Order, order form or quotation by the Client.
The mere fact that the Client enters into a Contract implies:
The Contract may not be transferred in whole or in part by the Client.
The Services subscribed to by the Client are detailed on the order form or the quotation or within the Insertion Order.
Any additional order for services will be the subject of a separate written quotation accepted in advance by the Client, or after agreement between the Parties, of an order form.
The Services are provided under the conditions detailed in this Contract.
As counterpart for payment of the price mentioned in the Insertion Order, AUDION provides the following Services to the Client:
Audion Stories services include:
(hereinafter the "Broadcast Campaign").
Audion Stories services include the design, production, hosting and distribution of the Client's branded podcast.
Hosting of the branded podcast is included in the price of the Services for a period of one year from the date of signature of the Contract. At the end of this period, the Parties agree to discuss the terms and conditions, including the financial terms and conditions, for hosting the Broadcast Campaign.
As part of the Audion Stories services, AUDION contracts with podcasters and/or a third-party production company to create the Client's content delivery and/or media campaign.
The Broadcast Campaign begins on the date on which AUDION takes steps to create the adapted content or enters into a contract with a podcaster and/or a production company to create the Broadcast Campaign.
4.2.1 Services included in the standard offer
Audion 360 is SaaS software enabling Client to (i) create Podcasts, (ii) manage Podcasts, (iii) host and broadcast Podcasts on one or more Websites, (iv) insert Advertising each time the Listener listens to the Podcast.
Within the framework of Audion 360, AUDION centralises the advertising revenue received for the broadcasting of audio advertisements on Podcasts.
Subject to being informed in advance of the measures and services deployed by AUDION for this purpose, the Client authorizes AUDION to optimize the generation of advertising revenue.
In return for broadcasting the audio advertisements, AUDION shall collect the advertising revenue in the name and on behalf of the Client, with AUDION being responsible for reporting to the Client and paying it monthly, by bank transfer, the amount of the advertising revenue less a service fee detailed in the order form or quotation.
The Parties agree that the revenue is calculated according to the following principle:
The amount of advertising revenue paid to the Client is exclusive of tax and will be increased by VAT at the current rate.
4.2.2. Additional services accessible by subscribing to the premium offer
By subscribing to the Audion 360 premium offer, the Client has the option of making access to the Podcasts conditional on the Listener taking out a subscription. In this case, the subscription conditions are determined by the Client.
It is the Client's responsibility to provide AUDION with the elements of the Advertising that it will have designed or manufactured at the latest, one (1) week before the publication date set out in the Insertion Order. This deadline may, for technical reasons, be increased or decreased depending on the type of Advertising to be broadcast at the request of AUDION, which will then inform the Client when the Insertion Order is signed.
In the event of late submission of Advertising elements by the Client, AUDION reserves the right to postpone the campaign depending on inventory availability, without the Client being able to claim any compensation whatsoever.
Furthermore, in the event of late delivery of the Advertising elements, AUDION undertakes to make its best efforts to deliver 100% of the volume ordered. If, despite its best efforts, AUDION is unable to deliver 100% of the volume ordered, the Client may not claim any compensation whatsoever.
For all formats, in the event of late delivery of the Advertising elements resulting in the non-appearance of the Advertising ordered or a shift in the planned publication date and/or the non-delivery of 100% of the volume ordered by the Client, AUDION will invoice the Client the amount stipulated in the Contract.
If the Advertising does not comply with the technical characteristics required by AUDION and/or the applicable regulations, the Client must make the necessary changes within the time required for the Advertising to appear. These deadlines will be specified by AUDION
In the event of persistent non-compliance with the said technical specifications, AUDION reserves the right not to broadcast the Advertising in whole or in part without the Client being able to claim any compensation whatsoever. In such a case, the full price of the Advertising will be payable by the Client whether or not the Advertising has been broadcast.
AUDION declines all responsibility for any defects or errors that may result from the use of the technical elements provided by the Client.
It is specified that the aforementioned provisions relating to the late submission of Advertising elements and to any request for cancellation, postponement or modification of the Advertising are distinct from one another. Consequently, the penalties provided for by the said provisions may be accumulated as soon as the conditions for their application are met. Moreover, these penalties apply without prejudice to any other damages to which AUDION may be entitled.
To be able to use the Services, the Client must have Internet access. Internet access costs are borne by the Client. The Client must also have a technical environment that meets to any prerequisites provided by AUDION. It is the Client's responsibility to update its hardware and software environment in order to access and use the Services.
The Client is informed of the technical hazards that may affect the Internet network and cause slowdowns or unavailability making connection impossible. AUDION cannot be held responsible for difficulties in accessing the Services due to disruptions in the Internet network.
In order to ensure smooth operation of the Services, the Client must comply with the technical indications given by AUDION. These indications are likely to evolve according to technical adjustments and requirements linked to the operation of the Services, in particular concerning the storage of content
More generally, AUDION may, at any time, remove content if its technical characteristics cause technical difficulties involving major disruptions to the operation of the Services.
AUDION may, for technical or legal reasons, decide to refuse the Contract or ask the Client to modify the Advertising, without the Client being able to claim any compensation in the case of Advertising used to promote products or services competing with those of AUDION or the Media or promoting products and services contrary to public order and laws and regulations.
AUDION's failure to exercise its right to refuse an Advertising shall not incur AUDION's liability and shall not be considered as AUDION's validation of the latter's compliance with the provisions hereof and/or with the regulations in force, or as AUDION's waiver of its rights hereunder.
In the event of refusal of such Advertising, AUDION may automatically terminate the Contract, cancel or suspend any Advertising in this respect. In this case, the Client will only be bound by the payment of the sums due for the Advertising already broadcast, except in the event of a fault attributable to the Client. In this case, AUDION may also claim any compensation from the Client. AUDION hereby grants the Client no exclusivity in any form whatsoever.
At the end of each Advertising Campaign, AUDION will send the Client by e-mail a campaign report to enable him to measure the effectiveness of a campaign.
The Client accepts and acknowledges that the methods and technologies used by AUDION to draw up the campaign report take precedence over any other method or technology used. Consequently, in the event of a dispute, the data contained in the campaign report provided by AUDION shall serve as official and definitive data and shall be deemed authentic between the Parties.
The said data shall prevail over any other data recorded by the Client or any other third party and shall alone be accepted as proof.
In addition, at the Client's choice and upon option subscribed to within the Insertion Order, AUDION may request, on behalf of the Client, from partner service providers, the performance of a digital impact study enabling the Client to identify which audiences are most receptive to the campaign and the effects of a campaign (e.g. in terms of visits to points of sale, geographical area affected, etc.).
The content and Advertising exclusively created or put online by the Client are owned and controlled exclusively by the Client. For the sole purpose of enabling AUDION to provide the Services to the Client, the Client grants AUDION, free of charge, a non-exclusive and sub-licensable right to access, use, reproduce, represent, store and adapt the content and the Advertising, including, in particular, the brands, logos, creations protected by copyright as well as all distinctive signs appearing in the Advertising, as well as all the data it communicates, for the duration of each Insertion Order. This license includes all the rights necessary to enable AUDION to provide the Services. It is the Client's responsibility to ensure that it has the necessary rights and authorisations to broadcast, distribute and generally exploit its Advertising.
AUDION accepts that the Intellectual Property Rights of the Advertising created exclusively by the Client belong to the Client and remain its property. The Client has the right to use and re-use the Advertising as it sees fit.
AUDION transfers to the Client, subject to payment of the price, the Intellectual Property Rights that it holds attached to the content created by AUDION on behalf of the Client as part of the performance of the Audion Stories services, for the legal term of protection of the Intellectual Property Rights and for the whole world.
The Intellectual Property Rights attached to the Content created by AUDION on behalf of the Client as part of the performance of the Audion Stories services are transferred to the Client, with the exception of the rights of adaptation, the rights of continuation and the creation of derived content, which are retained as the exclusive property of AUDION for the legal term of protection of the Intellectual Property Rights attached to the Content.
The right to adapt, the right to continue and the right to create derivative content are understood to mean the right to adapt all or part of the Content, to modify it, to arrange it, to create a continuation (spin off, prequel, sequel) or a derivative work, using all or part of the Content, in the form of a podcast or any other audio or visual form, for the purposes of all types of exploitation or distribution, in particular commercial.
Consequently, the Client may not create, exploit, distribute, directly or indirectly, by a third party, content derived from the Content or adapt the Content without the express prior authorisation of AUDION. This authorisation may give rise, where applicable, to the payment of financial compensation by AUDION.
The Deliverables provided by AUDION to the Client may contain the words ‘Produced by Audion’ when AUDION acts as producer of the content. In this case, the Client undertakes not to damage this mention and to maintain it in the Deliverable.
Subject to payment of the applicable fees in accordance with the order form or quotation and the Client's compliance with its obligations as defined in the Contrat, AUDION grants the Client a personal, non-exclusive and non-transferable right to use Audion 360 and the services and programs associated therewith, for use by End Users and for the Client's needs, for the duration of its subscription and throughout the world, authorising remote access to and use of the Audion 360 platform hosted by AUDION.
In the use of Audion 360, the Client agrees to (i) comply with the terms and conditions of use of Audion 360 and (ii) ensure compliance with the Contract and the terms and conditions of use by End Users and more generally any person accessing Audion 360 on its behalf or on its authorization. The Client shall be liable for the acts of such persons in contravention of the provisions hereof.
This Contrat does not involve any transfer of Intellectual Property Rights to the benefit of the Client on Audion 360.
The Client agrees not to (i) distribute, rent, sub-license, assign (either directly or as a result of another legal transaction) or transmit all or part of the Audion 360 platform and / or programs associated therewith or its limited right of use; (ii) attempt to decompile, disassemble, or perform any act of reverse engineering on the Audion 360 platform and/or the programs associated therewith, even where such acts are essential to obtain the information necessary for the interoperability of the Audion 360 platform and/or the programs associated therewith with other software, such information being available to the Client from AUDION upon request; or in any other way attempt to access the source code of the Audion 360 platform and/or the programs associated therewith and, or undertake any action infringing AUDION's Intellectual Property Rights; (iii) develop or have developed by a third party, any software derived from or based on the Audion 360 platform and/or the programs associated therewith; or (iv) modify the Audion 360 platform and/or the programs associated therewith without AUDION's prior written consent.
It is agreed that the Advertising as well as the corporate name, trademark and logo of the Client may be reproduced by AUDION for advertising purposes in any document and on any commercial or promotional medium. The Client certifies that it is able to authorize the use, reproduction and representation thereof and warrants AUDION against any action for infringement, unfair competition or parasitism that may be brought against it as a result of the use, reproduction and representation of the aforementioned elements of the Client by AUDION.
The provision by each of the Parties to the other of any documents, files or data entails the granting of only those rights that are necessary for the performance of the Contract and does not affect the Intellectual Property Rights of the sending Party in these elements.
Each of the Parties retains all rights to the documents, files and data belonging to it. The reproduction or any other use of the documents, files or data entrusted by one of the Parties to the other for purposes other than the performance of the Contract under the terms hereof is prohibited without the prior written authorisation of the Party having entrusted these elements to the other.
Each of the Parties undertakes to take all appropriate measures to prevent the loss or destruction of these documents, files or data, which remain subject to the confidentiality obligations stipulated in the Contract. In particular, each of the Parties undertakes to make the necessary back-ups of all the data on its systems over which it has control and which could be impacted, modified or destroyed by the Development Services. In the event of default by the owner Party, the other Party may under no circumstances be held liable for any loss or alteration of data.
If one of the Parties so requests, the other Party undertakes to return all documents, files or data entrusted to it, and in particular all functional, graphic, economic, commercial and strategic elements, and not to retain any copy thereof.
Each Party shall be responsible for ensuring that its employees and any subcontractors comply with the obligations set out in this Article.
The price and any special payment terms are detailed in the quotation, order form or Insertion Order depending on the Services chosen by the Client.
Rates are indicated exclusive of taxes; all duties, taxes and levies collected on the broadcasting of advertising messages are the responsibility of the Client. They do not include the cost of producing the technical elements that the Client must transmit to AUDION for the broadcast of its advertising messages on the Media.
Invoices will be issued as soon as the Advertising campaign goes online. They will be sent to the Client Advertiser and, where applicable, a copy will be sent to the Client Agent.
Invoices are payable within 30 days of the invoice date unless otherwise agreed in writing by AUDION. Payments by cheque or bank transfer, or by bills of exchange, even if accepted, will not result in any change or derogation. Refusal to accept our drafts or non-payment of a single instalment shall render all outstanding debts immediately payable. Early payment shall not give rise to any discount.
In the event of a payment incident or delay, AUDION reserves the right ́ to terminate or suspend the distribution of orders in progress to the exclusive detriment of the Client. The Client Agent, prior to the conclusion of the Contract, has brought to the attention of its Client Principal the terms and conditions of the Contract subscribed, including the General Terms and Conditions, and has ensured their express acceptance by the Client Principal.
If the Client fails to pay in full or in part, the provisions of article 441-10 of the French Commercial Code will apply: any sum not paid by the due date stated on the invoice will give rise to :
AUDION reserves the right to modify the terms of payment (possible request for advance payment), to refuse or suspend any Client Contract that does not present sufficient financial guarantees validated by AUDION's administrative and financial management.
The subscription price for the Services may be modified by AUDION.
This modification will be applicable as of the renewal of the subscription. The Client will be informed by AUDION by email with a notice of at least one (1) month before the renewal of his subscription. If the Client expresses his disagreement with the new price, he must terminate his subscription before its automatic renewal. If the Client does not terminate the subscription before the new prices come into force, they will be deemed to have accepted them.
AUDION does not warrant the results of the Services and shall use commercially reasonable efforts to provide the Services. AUDION does not warrant that the functionalities of the Services will meet the Client's requirements.
Audion 360 being a standard software designed to satisfy the greatest number of users, AUDION cannot guarantee its adaptation to the specific needs of the Client.
Any specific or additional development or functionality requested by the Client must be the subject of a separate prior agreement between the Parties and, where applicable, of additional invoicing under the terms of article 4 hereof.
The Parties acknowledge that software may contain errors and that not all errors are economically rectifiable or that it is not always necessary to correct them.
AUDION undertakes to carry out regular checks to verify the operation and accessibility of Audion 360. AUDION reserves the right to temporarily interrupt access to Audion 360 for maintenance purposes.
AUDION cannot be held responsible for difficulties or temporary impossibility of access to the Services due to circumstances beyond its control, force majeure, or due to disruptions in telecommunications networks.
Except in the event that AUDION refuses the Advertising in accordance with article 6, AUDION undertakes to broadcast the Advertising or create the Broadcast Campaign subscribed to by the Client in accordance with the terms of the Contract.
In the event of a change in the conditions under which an Advertising is produced and/or broadcast, AUDION will inform the Client and obtain its Contract to the planned changes. In this case, the Client may cancel the Contract exclusively on the basis of real and serious grounds and without being able to claim compensation of any kind whatsoever.
If the scheduled broadcast date cannot be met due to AUDION's fault, another broadcast date will be set at the Client's convenience under the same conditions as those stipulated in the Contract. If the Client does not agree to a new date for broadcasting the Advertising, the Contract will be cancelled and will not give rise to any invoicing. In such a case, the Client may not claim any compensation whatsoever.
The hypertext link installed behind the Advertising must redirect exclusively to a Client site.
The Client warrants AUDION against any recourse, claims and/or convictions or other consequences that could result from the action of a third party due to this connection, in particular in the event that the content of the Client's site, as well as sites redirected from this site are contrary to the regulations in force.
The Client warrants that the Advertising complies with the characteristics, in particular, technical and graphic characteristics imposed by AUDION, of which it assures having taken note, prior to the signature of the Contract.
Except in the case of Audion Stories services, the Client is solely responsible for the complete content of the Advertising and the Contents, regardless of its distribution on AUDION Media.
The Client expressly declares that it has the necessary authorisations and rights in respect of literary and artistic property, industrial property (trademarks, designs, models) and, where applicable, the image rights of any person featured in the Advertising, in respect of any element featured in the Advertising, and that the Advertising and the Client's site to which it refers comply with public policy, accepted standards of behaviour, any legal, administrative or ethical rules relating to its profession, and the recommendations of the Autorité de Régulation Professionnelle de la Publicité.
In any event, the Client is liable for damages of any kind, caused to AUDION and to any third party, which would find their source in the non-respect of legal obligations or contractual commitments, and/or in the Advertising. The Client guarantees AUDION against any condemnation or other consequences that may result from the action of a third party.
The Client undertakes, both on its own behalf and on behalf of any service provider and/or intermediary, to comply with all rules whatsoever relating to the protection of user data, the processing of electronic communications data and the use of tracking technologies such as tags and cookies, and to direct marketing.
The processing of personal data within the framework of the Contract and the respective obligations of AUDION and the Client in their capacity as processor and data controller are detailed in the Appendix.
With the exception of Content created by AUDION, AUDION is a host provider within the meaning of French law no. 2004-575 of June 21, 2004 on confidence in the digital economy (the ‘LCEN’). AUDION is therefore not required to monitor the Client's content and has no knowledge of the Client's content.
AUDION is only likely to intervene on the contents for purely technical needs linked to the functioning of the Services.
As a result, AUDION cannot be held responsible for content whose authors are third parties, and any claim must be directed in the first instance to the author of the content in question. The contents prejudicial to a third party can be the subject of a notification to AUDION according to the methods envisaged by the present article, AUDION reserving itself to take the measures described in article 16.
In accordance with article 6-I-7 of the LCEN, AUDION provides the Client with an easily accessible and visible system enabling the Client and End Users to notify AUDION of content that glorifies crimes against humanity, that incites racial hatred or child pornography.
Such content may be reported by writing to the following email address: contact@Audion.fm or by clicking on the link provided for this purpose and indicating the date, the identity of the Client, the URL address of the content reported, its description and the identification of the author.
The Client is informed that AUDION must then inform without delay the competent public authority of the presence of the illicit content reported to AUDION.
In accordance with articles 6-I-3 and 6-I-5 of the LCEN, AUDION is required to remove illegal content, or to make access to such content impossible, as soon as AUDION has been notified of the presence of such content. Such notification must be made in writing to the following email address: contact@Audion.fm and contain the following elements:
The author of such notifications may be held civilly and/or criminally liable for content that has been abusively notified as being illegal with the aim of obtaining its removal.
The Client is informed that AUDION may be legally compelled to communicate content or information in its possession concerning the Client in accordance with (i) applicable law and (ii) judicial orders requiring the communication of personal data as part of an investigation.
Each Party undertakes to cooperate actively to ensure the proper performance of the Contract. Each of the Parties undertakes to answer questions from the other Party and to communicate to it all information necessary for the performance of the Services, as well as any difficulties that may have a significant impact on the Services of which it is aware. Each of the Parties undertakes to make itself available for any exchange by any means of telecommunication or in a physical meeting that may be necessary for the proper performance of the Services.
Under penalty of foreclosure, in the event that AUDION's liability is called into question directly as a result of a fault committed by AUDION and proven to be such, any claim against AUDION must be notified to AUDION by registered letter with acknowledgement of receipt within a maximum period of thirty (30) days following the event giving rise to the claim.
Any failure by AUDION in the performance of one of its obligations shall only entitle the Client to compensation in the event of a proven loss.
In any event, AUDION shall not be held liable for indirect damages such as, in particular, any additional costs, commercial prejudice, financial prejudice, loss of Clients, loss of sales, loss of profit, loss of orders, loss of data, loss of savings, any commercial disturbance whatsoever, loss of earnings, alteration of brand image, even if such damages were foreseeable and had been brought to its attention.
AUDION may not be held liable in any way in the event of copying, counterfeiting, imitation and generally any reproduction of all or part of the Advertising by a third party, or any incident of publication due to disturbances on the electronic communication network.
AUDION and the Client, taking into account their reciprocal commitments and obligations, declare that the prices of the Services and the equipment reflect the distribution of risks that they wish to share between them and agree that their total maximum liability is limited to the amount excluding taxes paid by the Client under the purchase order or quotation or the Insertion Order concerned during the twelve (12) month period preceding the event engaging the liability of the Party in question.
The liability of the Parties shall be limited to direct damages only and shall under no circumstances be incurred for any indirect damages, loss of income, loss of profit, operating losses or the cost of interrupting production.
The Contract will take effect from the date of signature of the order form or the quotation or the Insertion Order by the last of the two Parties for the duration specified in the order form or the quotation or the Insertion Order concerned.
At the end of this period, the Contract will be tacitly renewed for successive periods of one (1) year, unless terminated by either of the Parties giving one (1) month's notice before the end of the current period.
In the event of a serious breach by one of the Parties of its obligations under the terms of the Contract, the Party that is the victim of this breach may, after having sent to the other Party by registered letter with acknowledgement of receipt a formal notice to cease the breach, which has remained unsuccessful for a period of seven (7) days, immediately and automatically terminate the Contract, without any legal formalities and without prejudice to any other rights and remedies that it may have.
In addition, in the event of a breach by the Client of its obligations under the Contract, AUDION reserves the right to take any appropriate measure made necessary by the circumstances and in particular :
Audion 360 services are subscribed to for a fixed term and cannot be terminated at the Client's convenience.
Upon receipt of the Client's Contract and subject to AUDION exercising its right to refuse the Advertising under the conditions described below, the Advertising will then be broadcast on the Media listed in the Insertion Order.
The Insertion Order must be returned by the Client to AUDION no later than fifteen (15) days before the date on which the Advertising is scheduled to go online. Only Insertion Orders signed by the Client will be taken into account.
17.2.1. Termination of the Contract by the Client for advertising services
In the event of a request for cancellation of the Contract by the Client made by any written means received by AUDION:
In the event of an advertising campaign postponement formulated by any written means by the Client and received by AUDION less than five (5) days before the date on which the Advertising provided for in the Contract is to go online, AUDION will invoice the Client, in addition to the amount of the Contract, compensation equal to 20% of the amount of the cancelled Contract.
The indemnities are non-discharging.
Any request for modification of the Contract, even partial, sent by any written means during the execution of the Insertion Order, unless agreed between the Client and AUDION, the latter will invoice the Client, in addition to the amount of the Contract, compensation equal to 30% of the amount of the Contract.
17.2.2. Termination of the Agreement by the Client for Audion Stories services
As part of the Audion Stories services, the Client may cancel all or part of the Insertion Order subject to payment of the following indemnities (the "Indemnities"):
These indemnities are non-discharging.
In the event that the cancellation occurs after the Broadcast Campaign has been initiated, in addition to the Indemnities, all production costs, and in particular the costs of any service providers commissioned by AUDION to carry out all or part of the Broadcast Campaign, may be invoiced by AUDION to the Client.
In the event of termination of this agreement at the Client's expense, all sums owed by the Client to AUDION for the use of Services for the current month shall become immediately payable.
In the event of expiry or termination of this Contract, the license subscribed to by the Client will be automatically terminated.
AUDION may use subcontractors to provide the Services.
The use of these subcontractors will be in compliance with the Contract and legislation. In any event, AUDION shall remain jointly and severally liable for the performance of the services entrusted to any subcontractor, as if it had performed them itself.
The Client and AUDION agree to consider as strictly confidential all information and documents exchanged within the framework of the present, including the Contract, and this from the first exchanges whatever they may be, during the performance of the Contract and when the latter is terminated for any reason whatsoever.
In the event of force majeure, performance of the Contract is initially suspended. Any event meeting the criteria laid down by the French Civil Code and French case law, and more generally any event outside AUDION's control that prevents the normal performance of the Contract, shall be deemed to be a case of force majeure. If this event lasts more than ninety (90) days, the Contract may be terminated by AUDION, ipso jure and without legal formalities, by sending a registered letter with acknowledgement of receipt with immediate effect, without the Client being able to claim compensation of any kind whatsoever. The Client undertakes to pay the amounts due in respect of the Advertisements already published on the date of the force majeure event.
The Terms and Conditions applicable to Advertising are those in force at the time the Contract signed by the Client is sent.
AUDION reserves the right to modify the Terms and Conditions at any time. Any new version of the said Terms and Conditions will be available on audion.fr and will apply immediately to the Client.
If one or more stipulations of the Contract are held to be invalid or declared as such in application of a law, regulation or following a final decision by a competent court, the other stipulations of the said contractual documents will retain all their force and scope.
The Contract is governed by French law.
In the event of a dispute, the Paris Commercial Court shall have sole jurisdiction.
APPENDIX 1 - PROTECTION OF PERSONAL DATA
In performing the Services, the Client thus acts as the data controller and Audion acts as the data processor within the meaning of French Law 78-17 of 6 January 1978 "Informatique et Libertés" and the GDPR (hereinafter the "Applicable Personal Data Regulations").
The Parties agree to comply with their obligations under the Regulations applicable to personal data.
I. Personnal data processed by the Client when using the Platform
Audion provides a SaaS Plateform which is a real time server-side ad stitching on podcasts and text-to-speech solution.
While using the Services, the Client is the data controller and Audion is the data processor within the meaning of French Act 78-17 of 6 January 1978 "Informatique et Libertés" and the GDPR (hereafter the "Personal Data Regulations").
It is the Client's responsibility to comply with the obligations relating to the information of data subjects and the exercise of their rights.
When processing data on behalf of the Client, Audion undertakes to comply with its obligations under the applicable Personal Data Regulations.
ii. Data processor’s obligations with regards to the controller
Audion undertakes to:
Audion undertakes that the personal data that it processes on behalf of the Client are processed from a member country of the European Union or within any other country recognized by the European Commission as having a sufficient level of protection of the personal data with regard to the protection of the private life and the freedoms and fundamental rights of the people.
By way of exception, Audion will be able to transfer outside the European Economic the personal data which are entrusted to him by the Client Area for the needs of the Contract.
Before any transfer of data, Audion undertakes to:
For the Term of the Contract, Audion is authorized, as a processor, to process on behalf of the Client the personal data necessary to provide the Services under the following conditions:
The Client is informed that within the framework of the Services, Audion is likely to use subcontractors (hereinafter referred to as the "Data Sub-Processor").
Audion only uses Data Sub-Processor who provide sufficient guarantees that they have the implementation of appropriate security, technical and organizational measures to ensure its compliance with the applicable Personal Data Regulations.
Within the framework of the Contract, Audion may subcontract all or part of the processing to Data Sub-Processor.
The list of authorized Data Sub-Processor is set out hereafter:
Name of subsequent Data Sub-Processor | Address and location of the subsequent Data Sub-Processor | Purpose of the processing carried out by Data Sub-Processor |
Adsquare | Adsquare GmbH – Saarbruck er Str.36 – 10405 Berlin | Provision of an analysis solution to create digital impact reports. |
Cojecom | SARL COJECOM 13 avenue Albert Einstein 69100 Villeurbanne | Provision of the Mediamath DSP platform |
Adswizz | Adswizz - AVENUE DU PORT 86C 204 BOX BRUSSELS | Provision of an Adswizz DSP platform |
Google Cloud Platform | 8 Rue de Londres, 75009 Paris | Data hosting |
MightyHive, Ltd | Pinnacle, 160 Midsummer Boulevard, Milton Keynes, Buckinghamshire, Royaume-Uni, MK9 1FF | Provision of an Amazon DSP platform and a Google DSP platform |
Name of subsequent Data Sub-Processor | Address and location of the subsequent Data Sub-Processor | Purpose of the processing carried out by Data Sub-Processor |
Google Cloud Platform | 8 Rue de Londres, 75009 Paris | Hosting the platform |