Conditions Générales de Service

THE CLIENT ACKNOWLEDGES AND AGREES TO HAVE READ AND UNCONDITIONALLY ACCEPTED THESE GENERAL TERMS OF SERVICE PRIOR TO USING OR ORDERING THE SERVICES FROM THE COMPANY.

THE START OF THE PERFORMANCE OR PROVISION OF THE SERVICES BY THE COMPANY OR WITH THE CLIENT’S APPROVAL AUTOMATICALLY ENTAILS THE UNCONDITIONAL ACCEPTANCE OF THESE GENERAL TERMS OF SERVICE.

1. DEFINITIONS

For the purpose of these general terms of services, the following words shall have the definitions provided below, while other terms may be defined elsewhere in this document and/or its annexes.

“Administrator” shall mean any User authorised by the Client and having extended rights for access, management, creation, modification and deletion of other Users’ rights.

“Agreement” shall mean the Order Confirmation for the Services subscribed based on the Quotation, and sent by the Company to the Client following the approval of the Order as well as the TOS.

“Annex(es)” shall mean one or more annexes of these TOS.

“Attendee(s”): means the people who are invited by the Client and/or the Users to an Event and who will register and attend said Event. 

“Client” shall mean any legal entity or private individual having signed to these TOS, qualifying as a merchant and acting in their professional capacity.

“Client Account” shall mean only 2 types of accounts:

• Admin: allows the creation and management of an event
  
   
• Participant: allows joining an event and taking part in it

“Client Content” shall mean the documents, music, fonts, graphics, videos, gifs, logos, trademarks, presentations, assets, or other materials or content that is provided by or on behalf of Client to the Company while using the Services and/or for inclusion, use, or display in an Event. 

“Client Data” shall mean any and all proprietary data of the Client or for which the Client has been granted usage rights, whether such data is protectible or not, and which may be communicated to the Company for the purpose of performing the Services. The Client Data include information about the User Account and any and all data available online in the context of using the Services provided to the Company by or on behalf of the Client, including the User’s information, the registration or Attendee information. 

“Company” shall mean Meet & Connect, a limited liability corporation with a share capital of €1.129,50 with registered offices at 4, rue de la Pompe, 94410 Saint-Maurice, France, registered with the trade and corporations register of Créteil under identification number 895 208 395.

“Documentation”: means the documentation for the Software, including the description of its specific functions, the user manual(s) and the parameters of the Software communicated to the Client or placed online on the Platform, including any additions, updates or modifications thereto.

“Free Trial” shall mean the right for the Client, free of charge, to create, access, and allow its Users to create and access the Client Account as well as part of the Services, solely for test and evaluation purposes, and for a limited term which may not exceed 5 days, unless extended by the Company.

“General Terms of Services” or “TOS” shall mean the provisions of hereof, and which detail the rights and obligations of the Company, the Client, and of its Users.

“Intellectual Property” shall mean the copyright and rights in the trademark, the design patents, and/or any other intellectual property, such as notably photographs, images, drawings, illustrations, texts charts, video, techniques, processes, know-how, sound, logos, names, corporate names, screen savers, wallpaper, trade name, trade dress, models, data, Software, any other software whether in object code and source code, icons,, visual and display arrangements, color codes, graphs, etc., all of which are the property of the Company or its licensors.

“License” shall mean the license granted by the Company to the Client to access and use the Software in accordance with the terms and conditions of the Section 3 of these TOS.

“Login Information” shall mean the confidential login and password allowing an Administrator, the Client and/or the User to access the Client Account and some contents available on the Platform.

“Order” shall mean any subscription to the Services on the Platform through the Client Account in accordance with the terms of Section 5 of these TOS.

“Parties” shall mean the Company and the Client.

“Platform” shall mean the website accessible at [https://sparkup.app], from which the Company grants access to the Services, and which includes the Company’s Intellectual Property.

“Prospective Client” shall mean any legal entity or private individual acting as a merchant in a professional capacity who is interested in the Services and has not yet subscribed with the Company but has asked for a Free Trial. 

“Quotation” shall mean the document or the pricing offered by the Company to the Client, and describing the Services to be subscribed, the quantity, the type, unit price and the total price, the terms of payment, as well as the special terms which may apply to certain Software. The Quotation shall reference the TOS. 

“Section” shall mean a section of these TOS.

“Services” shall mean the access to, and use of, the Software made available by the Company under the name “Sparkup”, by the Client, including the Support, in accordance with the scope defined in the Order, or during the Free Trial. The Services, which may consist in subscription services or a limited-time event services, are described in Appendix 1.

“Software” shall mean the SaaS Software created and developed by the Company operating under the name “Sparkup”. The Software includes software, programs, tools (programming tools, navigation tools, etc.), databases, operating systems, documentation and all other elements and functionalities of which the Software is composed, as well as updates and new versions of the Software that may be made by the Company. The Software is accessible via https://sparkup.events/ (or dedicated customized subdomain or domain). It is owned by the Company or duly licensed, and hosts Client Data and or Client Content, where applicable. The Software allows the Client to set up, organize, schedule, broadcast and record standalone or recurring shows, meeting or events for Attendees to participate in (each an “Event”) as well as access to additional services as further described in each Quotation, where applicable, and in Appendix 1. 

“Sparkup” shall, depending on the context of use, refer to the name of Software and associated Services, as well as the Company.

“Support” shall mean the services for technical assistance, initial training, implementation and customization, as well as other services described in Section 3 of these TOS, all of which are related to the Software and the Client’s licence level.

“User” shall mean any physical person authorized by the Client to access and use the Services solely for internal purposes of the Client, and under the Client’s supervision.

2. PURPOSE AND SCOPE

These TOS govern the terms and conditions under which: (i) the Company provides the Services to the Client; and (ii) the Client and the Users may use the Services, in accordance with the Quotation and the limitations provided in Section 3 hereunder.

These TOS apply to any Order for Services made with the Company, other than through a reseller or partnership agreement, subject to the special terms and exception provided in the Quotation, and those governing the Free Trial.

The TOS prevail on any contradicting clause that may be found in the documents or correspondence of the Client, including notably the Client’s own general terms and conditions of purchase and other stipulations on the Client’s purchasing or ordering documents.

These TOS replace and supersede any other prior or concurrent agreement existing between the Company and the Client in connection with the Order and the Services in general.

3. DESCRIPTION OF THE LICENCE AND THE SERVICES 

3.1 Scope of the License on the Software

3.1.1 Granted rights

As of the Order by the Client, the Company grants to the Client, under in accordance with these TOS, the non-exclusive, non-transferrable, worldwide, right to access and use the Services, for the exclusive professional and internal needs of the Client, for the term provided in the Agreement, within the limitations of the Services subscribed by the Client, as per the terms and conditions defined hereafter.

The License granted hereunder includes the right for the Client to allow the Users to access and use the Services described in Appendix 1, in accordance with these TOS and the applicable Quotation.

3.1.2 Price

The License is granted to the Client in consideration for the Price, the amount and periodicity of which are detailed in the Agreement, in accordance with the Services chosen by the Client as provided in Section 3.2.

3.1.3 Restrictions

Except for what is expressly authorized under these TOS, the Client undertakes not to, and shall undertake that the Users will commit not to:

• Access and/or use the Services for any purposes other than those strictly provided in these TOS, and notably in order to: (i) provide services to third parties (for instance, as a service bureau or shared services center); (ii) circumvent or deactivate any functionality or security measure or technology of the Software; or (iii) transmitting viruses, worms, trojan horses, or any other malware likely to adversely affect the Software, the Company, or any user of the Services;

• Modify, adapt, alter, translate, or create any derivative work based off the Software or any of its components;

• Sub-license, exhibit, sell, allow time-sharing, rent, loan, distribute in any way, or otherwise transfer the Software and/or any derivative work thereof to a third party;

• Reverse engineer, decompile, disassemble, or attempt to obtain the source code of the Services, exception as permitted by law;

• Allow any person other than the Users to access the Software, the Client acknowledging with this respect that it shall be responsible for supervising and controlling the means of accessing the Software;

• Interfere or adversely affect the performance of the Software (by running, for instance, penetrations tests);

• Correct the errors, defects, and other anomalies found in the Software;

• Adversely affect the legitimate interests of the Company and/or its licensors, and notably their Intellectual Property rights and other rights related or attached to the Software;

• Remove or modify the trademark, tradename, logo, or any other proprietary or distinctive sign of the Company as contained or included in the Software.

3.1.4 Improvements and evolutions

The Software included the Services is granted in license “AS IS” and their then current version at the time of entry into force of these TOS. The Company may, on a separate basis, implement improvements to the existing functionalities and add new functionalities at any time, and at its discretion. Certain functionalities may be available only with certain specific versions or editions of the Software, subject to the payment of the applicable additional fees and/or special or additional terms and conditions of use.

3.1.5 Free Trial

As of the subscription to the Free Trial, the Company grants to the Prospective Client and its Users, subject to the terms and conditions of these TOS, and in particular the limited rights and the restrictions provided in Section 3.1.3 and 3.1.4, as well as the obligations provided in Section 8.1, a limited, non-exclusive, non-transferrable, worldwide, right to access and use the Software for test and evaluation purposes only.

The Prospective Client understands and agrees that during the Free Trial, all functionalities present in the commercial version of the Software are not available, such limitations not being construed as a breach on the part of the Company under these TOS.

At the end of the Free Trial, the Client Account, the Login Information of the Prospective Client created during the Free Trial may be permanently deleted by the Company, and such deletion shall not give rise to any claims or right to remedy for the Prospective Client.

3.2 Terms of Support

For the term of the License, the Company undertakes to make commercially reasonable efforts in providing the following Support services. 

Any additional service which does not fall within the scope of the Services subscribed to will be the subject of an additional Quotation which will detail the specific conditions of their provision. These additional services will be independent of the Services and will be the subject of a separate contract

3.2.1 Initial training (onboarding)

The Company may provide to the Client an initial training (included in the price of the Service or as a paid service depending on the client’s licence), to allow the Client and the Users to properly use the Services as of the validation of the Order.

3.2.2 Implementation and customization

The Company shall proceed with the implementation and the customization of the Services for the Client.

3.2.3 Technical assistance

Support services include the assistance to the Client for the proper use of the Services. Technical assistance services are available through online chat directly on the Platform, from Monday to Friday (except public holidays), from 09:00AM to 06:00PM.

Any technical assistance that is not part of the Services subscribed by the Client shall be subject to a separate Quotation.

3.3 Hosting

The Company shall host the Software and, where applicable, the Client Data and/ or Client Content under the following minimum conditions: 

• Hosting of the Software on servers located in the European Union, it being specified that any change of servers is unrestricted provided that this does not jeopardize the expected levels of availability; 

• Hosting that is at least Tier 3+ compliant;

• A daily backup of the Software, including all Client Data and/or Client Content (where applicable);

• Hosting of the back-up equipment at a sufficient distance from the main equipment, in line with the results of the risk assessment and enabling it to cope with disasters;

• Regular archiving of the Client Data and/or Client Content backed up, as well as storage in a secure location separate from the server, with data archiving in accordance with the Client's requirements.

3.4 Availability

The Company undertakes to use commercially reasonable efforts to make the Software and, where applicable, the Client Data and/or Client Content accessible, in compliance with the expected levels of availability.

In particular, it shall ensure that the performance of the Software is maintained notwithstanding the increase in the load of the data, the proper management, backup and confidentiality of which it shall ensure directly vis-à-vis the Client, or indirectly via its subcontractors and suppliers with whom, where applicable, the Company has made its best efforts to ensure the satisfactory nature of the security and storage parameters and conditions. 

As the Company is constantly seeking to improve availability, it reserves the right to make any changes it deems useful, provided that this does not affect the guaranteed Service Levels.

Access to the Software may occasionally be suspended due to scheduled maintenance operations necessary for the proper functioning of the Software. The Company undertakes to use its best efforts to ensure that scheduled maintenance of the hosting infrastructure takes place during the time slots set out in Appendix 2.

3.5 Security

The Company undertakes to use commercially reasonable efforts to ensure the security of any Client Data and/or Client Content that may transit via the Software. The Company therefore undertakes to inform the Client of the choices made and their impact in terms of security. 

More generally, the Company undertakes to comply with the rules of the trade and the profession in terms of security, as well as, specifically with regard to Client Data and/or Client Content, with the practices imposed or recommended with regard to the security of Personal Data by the legislation on personal data.

In any event, the Company undertakes to inform the Client, by any means and without delay, of any access made by unauthorized third parties or programs, or of any non-compliant use made of the Software .

Throughout the term of the Agreement, the Company undertakes to maintain the solutions and security levels agreed in the pre-contractual phase, refraining from any regression.

4. ORDER AND MODIFICATIONS 

4.1 Initial Order

For any Order to be valid, the Client must: (i) accept the Quotation, by electronically signing the Quotation sent by email; and (ii) accept these TOS.

4.1.1 Demonstration of the Services

The Prospective Client may, prior to any Order, receive a demonstration of the Services:

• After request for such demonstration on the Company website at https://sparkup.app and/or by filling in a contact form to that end. The Company processes the request and contacts the Prospective to present the Services and schedule a demonstration session;

• After creating the Client Account on the Platform, the Prospective Client is granted a free and temporary access to the Services with a demonstration session by the Company’s sales teams.

Creating the Client Account for the purpose of the demonstration session entails the unconditional acceptance by the Prospective Client of these TOS.

Access to the Client Account is deleted if the Prospective Client does not finalise the Order, and such deletion shall not give rise any claims or right to remedy for the Prospective Client.

4.1.2 Initial offer of Services

Once the Prospective Client has confirmed the interest for the Services, including as the case may be following a demonstration session, the Prospective Client reviews the Quotation detailing the Services contemplated by the Prospective Client as well as any and all special terms.

The Prospective Client chooses among the Services made available by the Company on the Client Account or on the Quotation as the case may be.

The Prospective Client then chooses the invoicing and payment methods in accordance with the provisions of Section 5.2, unless provided otherwise or subject to special terms agreed between the Parties.

4.1.3 Finalization of the Order and formation of the Agreement

The Agreement is concluded and the Prospective Client becomes a Client once the choices have been made and the Quotation has been accepted by directly subscribing to the Services online, in which case it shall entail the unconditional acceptance of the terms of the Order and these TOS by the Client.

Alternatively, and at the Client’s request, the Company may send the Quotation by email.

The Order Confirmation is received by email and/or available on the Client Account. 

The date of entry into force of the Agreement is one of the following dates, whichever occurs first: (i) the date of receipt of the Order Confirmation; or (ii) the date of (electronic) signature of the Quotation by the Client. From that date, the Company contacts the Client to schedule the dates for the implementation of the onboarding Services described in Sections 3.2.1 and 3.2.2 of these TOS.

4.2 Modification of initial or then current Order 

The Client may modify the initial or then current Order and choose to add one or more Services with different functionalities or modify the scope of the License. The modification of the initial or then current Order and the addition of a new Order may be done as follows:

• The Client may modify the initial or then current Order by adding one or more additional Services or enlarging the scope of the License;

• The Client may modify the initial or then current Order by removing one or more Services or reducing the scope of the License, in which case the modification shall be effective only at the time of renewal;

• The Client may modify the initial or then current Order by replacing it entirely with a new Order.

The terms of acceptance and validation of the new Order are the same as for the initial Order, and shall be carried out through the Client Account or on demand, as the case may be, following a Quotation sent by the Company.

In the event of a modification, the Parties shall determine whether or not, and under what terms and conditions to align, add, sever the Terms of the subscription of the different Services.

4.3 Cancellation or postponement

In case the Client cancels or postpones a planned and pre-paid Service before it has started, and such cancellation or postponement of an Event occurs:

• Less than 5 days from the due date; the Price with respect to such Event shall remain due and the Client may not be entitled to partial or full refund;

• Less than 10 days from due date: 50% of the Price for the Event shall remain due.

• If the client canceled more than 10 days, any work already performed (project management, software costs, etc.) will be invoiced.

5. FINANCIAL TERMS

5.1 Price 

The applicable price is the one in force at the time of the Order and it may vary depending on the Services chosen by the Client (the “Price”).

The applicable Price is detailed on the Platform.

The Price is expressed in Euros, exclusive of VAT.

Unless agreed otherwise, the Company may increase the Price annually or each renewal, based on the greater of: the variation of the Syntec index and under the following formula:

P1 = P0 x (S1/S0)

• P0: means the applicable Price at the time of the Order

• P1: means the revised Price

• S0: means the Syntec index applicable at the time of the previous Price revision 

• S1: means the Syntec index applicable at the time of the Price revision. 

5.2 Terms and conditions of payment

Unless agreed otherwise, the Price is payable at the time of the Order and for any renewal of the Order Subscription using the payment methods made available by the Company (bank transfer or credit card), upon receipt of the invoice issued by the Company. 

In the event of non-payment of the Price by the Client under the conditions set out in Section 5 or in the applicable Quotation, the Company will send a formal notice to the Client. If the Price is not paid within eight (8) days of this formal notice, the Company reserves the right to:

• Suspend performance of the Services until full payment of the sums due; and

• At the end of an eight (8) day suspension period, in the absence of full payment of the sums due, to terminate the Contract immediately.

5.3 Late payment penalties 

In the event of default or late payment and where payment in full occurs past the time period provided in Section 5.2, late payment penalties in the amount equal to the interest rate applied by the European Central Bank for its most recent financing operation, increased by 10%, shall automatically apply as of the next day the relevant invoice becomes due, without need for any further formalities or prior legal notices, and until the full and final payment is made, interests included.

Additionally, and in accordance with section D.441-5 of the French commercial code, failure by a debtor acting in his professional capacity (a merchant or “professionnel” in French) to timely and fully pay the owed sums of money shall automatically be liable to pay a fixed collection cost of €40. Should the collection costs actually borne by the Company exceed that amount, the Company may seek additional compensation and the amounts of which shall be documented (section L.441-6, para; 12, of the French commercial code).

In no event, may the Client delay or modify the payment terms for any cause whatsoever, or ask for a Price reduction, notably based on the quality, or non-conformity of the Services. 

Late payment shall cause the Price to be become due in full, without prejudice to any other action or remedy the Company may seek against the Client with that respect, or the Company’s right to terminate the Agreement in accordance with the provisions of Section 12.2.1. of these TOS.

6. OWNERSHIP AND INTELLECTUAL PROPERTY 

6.1 Software and Services

The Client agrees that the Company and its licensors shall remain the exclusive owners of the Platform and/or the Software, the Documentation and any other element owned by the Company which is made accessible and/or made available to the Client under these TOS and/or the Services, which includes, but is not limited to, all texts, graphics, images, logos, names, brands, techniques, processes, know-how, sounds, photographs, videos, drawings, data, object code and source code, as well as all related rights, in particular intellectual property rights, as well as any item that belongs to the Company and which are included in the Software, or which is related to the Company’s business.

Any reproduction, display, broadcast, public performance, use, adaptation, modification, incorporation, translation, commercial distribution, in all or in part of any process and on any media whatsoever (hardcopy, digital, etc.) of the Platform and/or the Services, or of any element of the Intellectual Property is strictly forbidden, except with the prior written authorization of the Company.

The Client shall also refrain from registering or applying for registration of the distinctive signs of any nature whatsoever and likely to adversely affect the Intellectual Property rights of the Company or of any other rights granted to the Company.

The Client also commits to immediately inform the Company of any violation or infringement of its Intellectual Property rights, and to provide to the Company any information required for the protection, upholding, and defense of the Company’s Intellectual Property.

In addition, the Client shall refrain from selling or broadcasting, in any manner whatsoever, products infringing the Intellectual Property rights of the Company.

The TOS do not constitute in any way a sale or assignment of all or part of the Software. The right for the Client to access and use the Services shall not be construed as granting rights thereon other than those expressly granted in terms and conditions described in Section 3 hereabove.

6.2 Client Data and/or Client Content

The Client shall remain the sole owner of the intellectual property or usage rights in the Client Data and/or Client Content, including the files, attachments, texts, images, personal information and other types of content, whatsoever, remitted to the Company by the Client in connection with the use of the Services. The Client Data may or may not be personal data.

The TOS do not grant any proprietary right nor they operate any assignment of all or part of the Client Data and/or Client Content to the Company. The Company shall refrain from misappropriating and commercially using the Client Data, in all or in part, directly or for the benefit of third parties, and from claiming any property right of any kind whatsoever therein and having the consequence of limiting the free use of the Client Data and/or Client Content by the Client.

Notwithstanding the foregoing, and to the extent necessary, the Client grants to the Company a royalty-free, non-exclusive, non-transferrable and sublicensable (except as validly requested to and authorized by the Client in connection with the Services) right to use reproduce, store, perform, publish, display, transmit, translate, and prepare derivatives of the Client Data and/or Client Content solely to provide the Services to the Client, for the purpose of allowing making the Software available to the Client, providing the Support services, conducting analyses for the improvement of the Services, performing certain specific professional services, or offering third party services that might interest the Client or complement the Services. This license if valid worldwide and for the term of the copyright protection of the rights concerned.

6.3 Items resulting from the use of the Software

All products and output resulting from the use of the Software, suggestions, all feedback, recommendations, methods, reports or other information and material, whether or not protectible by copyright, shall be automatically assigned to the Company who shall own them entirely.

As the case may be, and in consideration for the Price paid by the Client to the Company under the Agreement, the Company grants to the Client royalty-free, worldwide, non-transferrable and irrevocable right to use the items resulting from the use of the Software and/or the Services for the Client’s internal use. 

6.4 Indemnification

6.4.1 Scope

The Company shall indemnify, defend and hold harmless the Client from and against all claims and from third parties based on the infringement of their intellectual property rights, the infringement of their proprietary or confidential information, or unfair competition, in connection with the use of the Software (“Claims”). 

The Company shall thus bear and reimburse the Client for any and all liabilities, loss, costs, damages, costs and lawyers’ fees that may result from such a Claim.

6.4.2 Measures

For any Claim preventing or purporting to prevent the Client or Users from using all or part of the Software, the Client may obtain from the Company, at no additional cost, the right to use the Software as per the conditions of this Agreement: (i) either by modifying all or part of the Software covered by the Claim (in which case the expected features of the Software shall not be adversely affected in any way); (ii) or by paying off the third party from which the Claim originates.

6.4.3 Remedies

In the event that the measures referred to in (i) and (ii) are not possible, the Company agrees to reimburse the Client the amount of the Price paid, without prejudice to the damages and interest that the Company may be ordered to pay to the Client for the prejudice it suffers as a result of the prohibition on using all or part of the Software.

6.4.4 Exclusions

It is expressly agreed that the measures and remedies incumbent on the Company under Articles 6.4.2 and 6.4. 3 shall be excluded in the following cases: (i) the Software  and/or the Services have not been used by the Client (including its Users) in a manner consistent with these TOS; (ii) the Client fails to notify the Company of the Claims in a timely manner, such that the handling of the Claims causes prejudice to the Company; or (iii) any use of the Software  and/or Services in combination with products or services not supplied by the Company or not provided for.

7. LIMITED OBLIGATIONS AND WARRANTIES OF THE COMPANY

7.1 Conformity

The Company warrants that the performance of the Services shall conform to the obligations set forth in these TOS. The Company shall in addition make commercially reasonable efforts to provide to the Client a reliable and fast access to the Services.

To the extent authorized by the governing law, the Company does not provide any warranty, whether implied or express: (i) that the products and the services will be, or that they will operate, without errors; or (ii) that they are fit for the Client’s specific needs or purpose.

7.2 Nature of the obligations

In the event of a doubt in the interpretation of a clause, or absent an indication as to how to interpret the extent and scope of the Company’s obligations, the Client agrees that, unless agreed otherwise, such obligations shall only be subject to commercially reasonable efforts.

7.3 Third Party Services

The Services may operate in connection with, integrate with, send Client Data to, or receive data from, third party sources, including without limitation, customer relationship management platforms, social media platforms, API integration providers or payment providers (“Third-Party Services”)

Third-Party Services are subject to, and governed by, the general terms of use of the third-party providers which apply to such services, and to which the Client must subscribe to directly, or as the case may be, through the Services. They are not offered, controlled, or provided by the Company. 

By agreeing to the interaction with, and the use of, the third-party services, the Client expressly authorizes the Company to access such third-party services, and transferring, downloading, and processing the information and data for the sole purpose of the providing the Services.

In any event, the Client shall remain solely responsible for using such Third-Party Services and the third-party providers concerned, shall be solely responsible for the performance of the services in compliance with their general terms, the maintenance or the removal of their services, the pricing applied, or their interoperability with the Services.

The Company shall not be held responsible in the event of termination, unavailability, delays, interruption, dysfunction, incorrect information and/or data, infringement by the third party provider, notably of their obligations of confidentiality or related to banking secrecy, acts or omissions not related to the Services provided by the Company, or for incorrect information and data which is found in the Services as a result a breach, act, or negligence of the third party providers and/or the Client to the extent that such third party providers are the only intended recipients of the Client’s consent, and the only parties responsible for the verification of such information and data, and their transmission.

The Company’s sole warranty with respect to such information and data which belong to the Client and that the Company receives from third party services, is ensuring their storage and their security in connection with the use of the Services by the Client.

8. OBLIGATIONS AND WARRANTIES OF THE CLIENT

8.1 Obligations of the Client

The Client undertakes to ensure that the Users and/or the Attendees comply with the terms and conditions governing the use of the Services as provided herein, the terms of the TOS and applicable statutory provisions. More generally, the Client is responsible for acts or omissions of the Users and/or the Attendees, including any breach of this Agreement. 

The Client is notably responsible for compliance with all applicable laws regarding the monitoring or the recording of people images and conversations, where applicable and to have asked for the final client’s consent which has been informed of the Services and their consequences. 

The Client agrees that the Client will not use the Services to collect, process, transmit, store, or display sensitive information. 

The Client also undertakes to control the Users’ access to the Software, the Attendees’ access to the Services, and to make sure that they use the same in compliance with these TOS. With that respect, the Client warrants that the Users will comply with the TOS.

The Client undertakes not to prevent or hinder the proper performance of the Company’s obligers under these TOS and provide all necessary instructions in a timely fashion.

The Client undertakes to appoint a competent member of its staff who shall remain the Company’s dedicated contact person for the Term of the Agreement for any questions related to the Services.

The Client undertakes to provide the Company with the Client Data and/or Client Content, and information which is accurate, loyal sincere, complete, and non-deceiving as to the Client’s identity, and the Client’s economic, commercial, and financial situation, as well as with any and all documents for which the Client shall first verify the source, the authenticity, and the exactness; these verifications are the Client’s exclusive responsibility. To that respect, the Client warrants the Company against any adverse consequences of any kind related to the communication of the Client Data and/or Client Content, information and/or documents qui do not comply with the above requirements, and waives any and all rights or claims against the Company for any loss or damage suffered by the Client as a result of the Client’s use of such Client Data and/or Client Content, information and/or documents.

The Client undertakes to comply with the recommendations and prerequisite made known by the Company in the context of the Services. The Company may not be liable or otherwise responsible if the Client does not follow these recommendations and prerequisite.

The Client understands and accepts that the Login Information are personal, confidential, and not assignable. They are exclusively reserved for use by the Users who are namely designated. They cannot, in any way whatsoever, be provided to third parties, recycled, within or outside the Client, by any person other than the named User. With that respect, the Client must notify the Company of any loss or theft of the Login Information to seek their cancellation or deactivation.

The Client represents that it has accepted the costs and limitations inherent to any Internet connection. The Client is informed of the minimum specification recommended by the Company, and shall be responsible for accessing the Services in the appropriate and right and technical conditions—hardware, software, telecommunications—to notably ensure that any and all saving measures are in place, as well as any and all appropriate protection against potential viruses.

In addition, the Client undertakes:

• To make sure that the necessary instructions are timely provided to the Company so as to allow the latter to provide the Services in normal conditions;

• To remit or have its partners remit, in the agreed timeframe, any and all work document, files, etc. which are necessary for the Company to provide

• To use the Services solely in the context and for the purpose of its professional activity, and in any event, to the exclusion of any use not authorized by the TOS;

• Not to usurp the identity or to log in to an account other than its own;

• Not to carry out analyses of the system that are tantamount to reverse engineering;

• Not to remove or delete or all or part of the Software or its technical environment without the Company’s prior authorization;

• Not to upload or download viruses or potentially dangerous files likely to compromise the integrity of the Services; 

• Not to use any robot, spider, scraper, or other similar automated data gathering or extraction tools, program, algorithm or methodology to search, access, acquire, copy or monitor any portion of the Services; 

• Not to attempt to decipher, decompile, disassemble, or reverse-engineer or otherwise attempt to discover or determine the source code of any software or any proprietary algorithm used, comprising or in any way making up a part of the Services; 

• Not to attempt to probe, scan or test the vulnerability the Services or any system or network related to the Services, or breach or impair or circumvent any security or authentication measures protecting the Services; 

• Not to frame or mirror the Services;

• Not to use any device, software, or routine that interferes with any application, function, or use of the Services, or is intended to damage, create undue load, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or communication;

• Not to resell, sublicense, timeshare, or otherwise share the Services, or data extracted from the Services, 

• Not to access the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; or, 

• Not to resell the Services unless Client is an authorized reseller of the Services.

In the event of the Client failing to fulfil any of the obligations referred to in this Article 8.1, in Article 3.1.3 above (Restrictions) and/or in the event of default or late payment of all or part of the Price, the Company reserves the right to suspend performance of all or part of the Services without prior notice, the Client expressly accepting that the Company may not be held liable in any way in this respect and that the Client may not claim any penalty or reduction in Price.

8.2 Warranties of the Client

The Client understands and acknowledges that is solely responsible for the use it makes (or that the Users make) of the Software and/or the Services and represents that it has all necessary legal, administrative, and regulatory rights and authorizations required to use the Services, and that it has paid any and all fees and taxes that may be required.

The Client is responsible for ensuring that the Client has properly licensed and has the right to use the Client Content within the Services, and that the Client is legally permitted to provide the Client Data to the Company. 

Notwithstanding any limitation of liability, the Client warrants the Company the free, peaceful, and unhindered use of the Client Data and/or Client Content and shall indemnify, defend, and hold harmless the Company from and against any action, claim, limitations of any kind whatsoever as well as any copyright infringement, unfair competition, or confidentiality infringement claims that may arise as a result of the use of the Client Data and/or Client Content in the context of the Services or the Support services provided by the Company or Client’s breach of Sections 8 and 10 (the “Claims”).

The Client shall thus bear and be liable for any loss, cost, damage, expenses and attorney fees that may result from such Claims.

The Client further warrants that any and all items remitted to the Company in the context of the Services do not infringe the intellectual property or personality rights of third parties. The Company shall in no event be held liable in connection with, or as a result of, the Client Data and/or Client Content.

9. LIMITATION OF LIABILITY

The Company will in no event be liable:

• For any information, or data provided by the Client, and the latter represents and warrants that such information or data do not infringe any third-party rights and are compliant with all applicable statutory or regulatory provisions;

• For any non- or mis-performance resulting from an event of force majeure as defined in Section 13.2.

In particular, the Company disclaims and declines any liability for any indirect loss, and for clarity, it is expressly agreed by the Parties that neither Party shall be liable to compensate the other, notably, for any lost profits, revenue, turnover or business or contractual opportunities, whether existing or to be concluded, lost data, cost of procurement of substitute goods and/or services, loss arising out of a third party claim against the Client other than as provided under the provision of article 8.1, or damage to image or reputation, irrespective of whether or not the Parties had knowledge, or were informed, of the possibility of suffering of such loss.

The Company’s liability shall be limited to proven fault or gross negligence, in which case it shall be limited to direct and personal loss only.

In the event the Company is found liable, the amount of damages to be paid by the Company shall not exceed the Price (exclusive of VAT) paid by the Client in the twelve (12) months preceding the occurrence of the cause of the damage. 

10. CONFIDENTIALITY

Each Party acknowledges and agrees that in the context of this Agreement or for the purposes of the Services, it may come to access certain information and documents regarding the activities, the technology and/or the products and services of the other Party.

Such information and documents, which are confidential, irrespective of their nature and the media (written, oral, magnetic, electronic, digital, etc.) and method of access or communication (collectively, the “Confidential Information”) are of considerable value to the disclosing Party, and would be threatened if their content were to be divulged or disclosed to third parties.

It is expressly agreed that banking information and data is deemed Confidential Information.

Each Party undertakes not to use the Confidential Information in any manner for its own benefit or in the benefit or interests of third parties, unless otherwise provided or authorized under these TOS, and to protect the confidentiality of such Confidential Information with the same level of care and diligence as for their own Confidential Information. The Parties represent and warrant that their directors, officers, employees, agents, partners and subcontractors shall be bound by these confidentiality obligations.

These obligations of confidentiality do not apply to information which is:

• Already legitimately known to/by the other Party prior to the communication of the Confidential Information;
• Part of the public domain without any infringement or violation of these TOS or by the other Party;
• Legitimately received from a third party that is not bound by an obligation of confidentiality;
• Publicly available pursuant to the authorization of the other Party;
• Was developed independently by the other Party; or
• Required to be disclosed by law or pursuant to the order, judgment, ruling or decision of a court or administration of competent jurisdiction.

Each Party undertakes to comply with the confidentiality obligations of this Section for the Term of these TOS and for three (3) years following the termination of the Agreement for any reason whatsoever.

11. PERSONAL DATA 

Each Party undertakes to comply with the obligations resulting from Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (the “GDPR”) and from any other applicable legislation governing the protection of personal data (collectively, the “Applicable Legislation”).

In the context of the performance of the Services, the Company may have to process, on the Client’s behalf, the personal data, as such term is defined in the Applicable Legislation.

The provisions governing the personal data made available by the Client to the Company in the context of the performance of the TOS are provided in the Data Protection Agreement attached under Appendix 3.

12. TERM, ENTRY INTO FORCE, TERMINATION

12.1 Term and Entry into Force

Unless provided otherwise in the Order, each Agreement is concluded for the term provided in the Quotation from the scheduled start date of the said Order (the “Initial Term”).

At the end of the Initial Term, the Agreement shall be tacitly renewed or extended for successive terms of twelve (12) months, unless terminated by either Party with a prior notice of at least trois (3) months before the expiration of then current term.

The conditions governing the term in the event of a modification of an Order are provided in Section 4.2 of these TOS.

12.2 Termination

12.2.1 Termination for breach

Notwithstanding the foregoing, each Party is entitled to terminate the Agreement at any time in the event the other Party commits partial or complete non-performance of its obligations, such the Client’s representations and warranties, payment obligations, confidentiality obligations, compliance with the Company’s intellectual property rights, and more generally, the good faith performance of the Agreement, if thirty (30) calendars days following the breach notice sent by registered letter with return receipt requested specifically referring to first Party’s intention to make use of this Section, the other Party has not remedied the breach. Termination shall be without prejudice to any and all damages that the terminating Party may seek against the breaching Party. Any failure by the Client to pay the Price is governed by the provisions of Article 5.2.

12.2.2 Consequences of termination

It is the Client’s responsibility during the term of the Agreement, and at the latest before the expiration of the Agreement to download all of its data by using the tools made available by the Company for the extraction of its data. Once the Agreement has expired or has been terminated, the Company shall no longer have any obligation de provide the data to the Client and will free to delete or maintain any existing copy of such data, in accordance with the Company’s statutory obligations in connection therewith.

At the end of the Agreement for any reason whatsoever:

• The Company exports the Client Data and/or Client Content from the Software and provides them to the Client by any means, in a commonly usable format; 

• The access rights to the Services will expire and the Login Information as well as Client Account attached will be deactivated; 

• The Client shall cease using the Services, as well as any and all third party services in conjunction with the Services, when applicable;

• The Client shall pay to the Company and all sums due for the Services effectively provided under the Agreement before the effective date of termination; and

• The rights and obligations which, by their nature, or due to express provisions herein, shall survive the termination of the Agreement and/or the relevant Orders, such as Section 9, Section 10, or Section 11 of these TOS, shall remain valid and full force following the termination of the Agreement and/or the relevant Orders. 

The Client acknowledges that upon execution of an Quotation, the Company will reserve personnel to support Client’s use of the Services and/or an Event. Unless otherwise agreed by the Parties in a written amendment referencing this Agreement or in the Quotation, the Fees paid or payable are noncancellable and nonrefundable. Therefore, should the Company terminate the Agreement for breach imputable to the Client in accordance with the provisions of Section 12.2.1, all amounts owed/prepaid by the Client shall become/remain due.

Should the Client terminate the Agreement for breach imputable to the Company in accordance with the provisions of Section 12.2.1, the Client may seek reimbursement of any prepaid and unused portion of the Price, prorated to duration of the use of the relevant Services until the effective date of the termination.

13. GENERAL PROVISIONS

13.1 References 

Unless instructed otherwise in writing, the Client authorizes the Company to reference and reproduce its corporate, business, and trade names, for marketing and communication purposes on all of its promotional, commercial material and media.

13.2. Force majeure

The Company reserves the right to suspend the performance of any Order without indemnity or compensation should an event of force majeure prevent the normal performance of the Parties’ obligations.

The Company shall not be responsible for any breach of its obligations that is due to an event of force majeure as such term is defined by the applicable law.

It is expressly agreed that the following shall also be considered events of force majeure: strikes, lock-outs, curfews, fire, flood, earthquake, riots, war, whether within the Company or its services providers, late performance of the services by the Company’s providers, even if the Services are only partially impacted, and irrespective of the cause.

Notwithstanding the foregoing, the Company undertakes to immediately inform the Client of any such event as well as any the consequences thereof, and to take commercially reasonable actions to limit or mitigate its effects.

Should an event of force majeure occur, the Parties shall make their best efforts, in good faith, to take all commercially reasonable efforts in view of continuing the performance of the Agreement. If the event of force majeure lasts for more than sixty (60) calendar days, the Contract may be terminated at the initiative of either Party, without any right to indemnity or compensation for either Party.

13.3 Assignment

The Client may assign, transfer, and otherwise dispose of its rights and obligations under these TOS subject to the Company’s prior written authorization.

The Company may assign the Agreement subject to the Client’s prior information. The following shall be deemed assignments not requiring the prior information of the Client: merger, complete transfer of assets and liabilities by operation of the law, change of control, etc.

13.4. Subcontracting

The Company is authorized to subcontract all or part of its obligations under the TOS to any subcontractor of its choice; the Company shall however at all times and in any event remain the Client’s sole contractor and shall warrant the performance of the Services in full. The Company shall secure the assignment of any rights needed in the services performed or provided by the subcontractor for the Company.

Subcontracting as defined in this Section shall be distinguished from the subcontracting in the context of the processing of personal data, and as described in Appendix X.

The use of subcontractors shall not create any direct contractual relation between the subcontractor and the Client.

13.5 Severability

Should any provision of these TOS be found invalid by any court of competent jurisdiction, the remaining provisions of these TOS shall not be affected and shall continue to remain valid and in full force, unless the invalidity concerns a fundamental aspect of the Agreement.

The Parties agree to negotiate in good faith to find a replacement clause that is valid and enforceable, and has the same practical result as the invalided clause.

13.6 Non-Waiver

Unless otherwise provided herein, the fact for either Party to fail to invoke a right or an obligation under these TOS shall in no event be construed as a waiver to invoke said right or obligation at a later time.

13.7 Entire agreement

These TOS are drafted in the English language in their original version, which shall prevail over any other version. They contain the entire agreement of the Parties on the Services, subject to special terms (to be) concluded between them, as the case may be.

These TOS replace and supersede any previous provision, commitment, or verbal or written agreement between the Parties on the subject-matter thereof.

13.8 Proof

In the event of a dispute, the Parties agree that exchanges of correspondence via the Services or the chat shall be deemed a valid original writing to serve as evidence between them, except to dispute or challenge the authenticity of such correspondence.

13.9 Modifications

The Company may modify the CGS at any time. The new version of the TOS shall give rise to a written notification with a prior notice of at least thirty (30) calendar days.

The new versions of the TOS shall however be without prejudice to the special terms previously negotiated between the Parties, and which shall continue to remain valid and in full force for the purposes of the Services, except for evident incompatibilities.

13.10 Notifications

Anya notification made necessary pursuant to the TOS shall be validly made and deemed served, unless otherwise provided herein, by any writing (letter, facsimile, or email) to the addresses mentioned herein, in the Quotation, or at any address made known by the Parties.

13.11 Governing law and jurisdiction

The TOS are governed, interpreted, and shall come into effect, in accordance with French law.

The courts within the jurisdiction of the Paris Court of appeal, France, shall have exclusive jurisdiction over any dispute arising out of these TOS, in connection with the formation, performance, interpretation, or termination of the Agreement.

APPENDIX 1
DESCRIPTION OF THE SERVICES AND SPECIFIC TERMS AND CONDITIONS

Sparkup – the interactive live video platform for hybrid events, webinars, and corporate livestreams.
Sparkup is an interactive video streaming platform designed for businesses. It transforms any live event (webinar, internal communication, training session, live podcast) into an engaging, seamless, secure, and eco-friendly experience. Sparkup offers a customizable, comprehensive, and versatile solution to host, broadcast, animate, and measure virtual and hybrid events for anywhere from 10 to 100,000 participants.

Key Features

Ultra-low latency streaming: Smooth broadcasting with less than one second of delay for a real-time experience. HD video quality that automatically adapts to participants’ and venue bandwidth (up to 100,000 viewers).

Real-time interactivity and hybrid mode: Moderated chat, live polls, quizzes, word clouds, Q&A, emoji reactions… all activated simultaneously for remote and on-site participants.

Virtual Audience and immersive experience: Display connected participants in a dynamic video mosaic for an immersive participation experience. Show up to several thousand participants in the mosaic with automatic moderation of inactive cameras.

Webinar Studio: Built-in webinar production studio to customize webinars, animate sessions with live interactions, invite speakers and participants to take the floor, share presentations, display banners, and measure webinar performance.

Brand customization: Customize registration pages, emails, interactions, and live pages with your brand colors, images, and logo.

Subtitles, text and voice translation: Convert audio into subtitles and provide real-time translation into multiple languages. Interpreter integration available for live voice translation.

Participant intervention: Give any participant the opportunity to join the live stage.

White-label interactive video player: Integrate Sparkup’s white-label interactive video player into any webpage or event management platform.

Security and IT Compliance

Secure access: Browser-based access without downloads via password, Magic Link, SSO (Okta, Azure, or custom), or whitelisting depending on security requirements.

Secure hosting and data privacy: Servers located in Europe, GDPR-compliant platform, ISO 27001 certification and Responsible Digital label Level 1 in progress.

Peer-to-Peer eCDN: Next-generation streaming technology to increase streaming robustness at scale. Reduces bandwidth consumption by 80% and lowers video-related energy use by 70%.

Benefits for businesses

Sparkup enhances the impact of corporate communications by enabling the creation of captivating and engaging formats with unmatched quality. The platform improves participant experience while reducing the cost and carbon footprint of live events.

APPENDIX 2
SERVICE LEVEL AGREEMENT (SLA)

1. Definitions

For the purpose of this SLA, words, terms and expressions hereafter, when used in singular or plural with initial capital letters, if not defined elsewhere in this SLA, shall have the meanings set forth below, or at their first use:

1. Availability 

The Company will use commercially reasonable efforts to ensure the availability and accessibility of the Services to Client on a 24/7 basis, including Sundays and national holidays, at an uptime rate of 99.90% calculated monthly, subject to Authorized Downtime (the “Service level Objective” or “SLO”).

Client must thus be able to access the Services at any time, and while The Company may not be held responsible for access and connection speed from all around the world, or slowdowns or interruption that are beyond its control, The Company shall nevertheless have an obligation to maintain the Services in a permanent state of availability, and maintain any and all hardware and network connection up and running (servers and routers), as well as any storage space required for the proper operation of the Services, and of which shall be in their updated to the latest hardware and software specifications.

The Company may also immediately notify Client of any unavailability and take any measures to correct the situation and ensure the availability of the Services at no additional cost for Client.

1.2 Scheduled and Emergency Maintenance 

Except for emergency interruptions, all scheduled maintenances on the Services which are likely to prevent its access, shall be carried out during non-Business Hours and/or non-Business Days. If a major scheduled maintenance are to occur during Business Hours of Business Days, The Company shall inform Client with a seven (7) Business Day prior notice.

Whenever possible, The Company shall thus commit to provide in advance a schedule (even a tentative one) for any planned maintenances if they are likely to cause an interruption or degradation of the Services.

Unavailability of such scheduled or emergency maintenance periods shall not exceed three (3) hours per month (the “Authorized Down Time”).

1.3. Reporting of Unavailability

1.3.1 Process

Users can visit https://status.sparkup.app/ for historical and current service availability.

1.3.2 Resolution Times

As of the Anomaly Report of the Downtime, the Company agrees to resolve it within the following time frame:

The Company shall make its commercially reasonable efforts with its service providers, licensors, subcontractors and hosting companies to resolve the Downtime within the prescribed timeframe.

2. Other incident

2.1 Notification of Anomalies

2.1.1 Process

Anomaly Reports shall be made during Business Hours of Business Days by the following means: 

• Critical Anomaly: Support ticket form or email to personal contact channel

• Major Anomaly: Support ticket form or email to personal contact channel

• Minor Anomaly: Support ticket form

For each Anomaly Report, the Client will make its best efforts to detail precisely, if possible, the nature of the Anomaly, its duration, the functionalities of the Services affected, the time at which the Anomaly was noticed as well as any attempt to solve the Anomaly implemented by the Client. 

2.1.2 Resolution Times

The Company will use commercially reasonable efforts to ensure the resolution times provided hereunder.

The delays are calculated from the moment The Company receives the Anomaly Report from the Client until the Company starts investigating the Anomaly. 

3. Exclusions

This SLA does not apply in the event of any: 

1. Client use of the Services in a manner not authorized in the applicable services contract; 

2. general Internet problems, global disaster, force majeure events or other factors outside of the Company’s reasonable control; 

3. Client’s equipment or network problems; 

4. third-party systems, acts or omissions; 

5. Anomalies that resulted from abuses or other behaviors that violate the applicable services contract; or 

6. lack of collaboration or refusal from Client to assist the Company in resolving the Anomalies.