Terms and Conditions SAS

1. GENERAL. 

1.1 DEFINITIONS. Capitalised terms have the meaning given to them below, whether used in the singular or plural.
Agreement means the indivisible contractual set composed of the General Terms and Conditions of Sale and Use, the Charters, the Order Form (where applicable) and any contractual document referenced therein, to the exclusion of any other general or special terms and conditions issued by the Customer;
AI Assistant means the AI-powered feature designed to help Users create or enhance their Videos;
Charters means the terms of use of the media libraries made available by PlayPlay on the Platform;
Chat means the communication channel available through the Platform through which Users can access the help center or Customer Support;
Customer means any person who has subscribed to a Trial or a Subscription;
Customer Account means the administrative account that allows the Customer to manage various User Accounts;
Customer Content means any content of any nature (media, photos, videos, voices, audio recordings, music, graphics, etc.) that the Customer uploads to the Platform;
Order Form means the document specifying the terms of the Customer’s Subscription;
Party(ies) means individually the Customer or PlayPlay, and collectively the Customer and PlayPlay;
Platform means PlayPlay’s video creation platform available on the Website as software as a service (“SaaS”), access to which is restricted to Customers;
PlayPlay means the company PlayPlay SAS;
Screens means the proposed animations of texts or media available on the Platform for conveying information in a Video (figure, key figure, interview, etc.), characterised by customizable screen templates to be inserted into a Video;
Subscription means the subscription to a PlayPlay offer intended exclusively for business users, the terms of which are described in the Order Form;
Templates means the standard Video templates available on the Platform which can be customised by the Customer;
Terms and Conditions means this document, including its schedules;
Trial means the offer corresponding to the free trial of the Platform;
Services means the services provided by PlayPlay on the Platform, which vary depending on the Subscription taken out;
Website means the website accessible at www.playplay.com, published by PlayPlay SAS;
User means any person authorised by the Customer to access the Platform via a User Account;
User Account means an individual access to the Platform through a personal account;
Video means any video generated by the Customer by means of the Platform.
PlayPlay offers a turnkey video creation service operating on the basis of Templates. PlayPlay’s Services are available from the Platform.
The purpose of these Terms and Conditions is to define the respective rights and obligations of the Parties in the context of the visit to and/or use of the Platform by the Customer and its Users.

1.2 FORMATION OF THE AGREEMENT. The Agreement is formed by subscribing to a Trial or a Subscription by signing an Order Form, which implies acceptance of the Terms and Conditions. To do so, legal entities must act through a natural person with legal capacity to enter into contracts in the name and on behalf of the relevant legal entity.
Any Customer who does not accept to be bound by the Agreement will not be able to subscribe or access the Platform.
The Customer guarantees compliance with the obligations of the Agreement by its Users and indemnifies PlayPlay in this respect. The Customer undertakes to actively cooperate with PlayPlay and in particular with its staff to ensure proper performance of the Agreement.

1.3 SUBSCRIPTION PROCEDURE. Access to the Platform requires the prior subscription to a Trial or a Subscription.
Trial. The Trial allows the Customer to test the Platform free of charge for the period indicated on the Website and/or agreed with PlayPlay. The Agreement is formed upon acceptance of the Terms and Conditions by ticking a box at the time of subscription. To continue using the Platform after the end of the Trial, the Customer must subscribe to a Subscription.
Subscription. The Subscription is strictly reserved for business users for the purposes of their professional activity. The Customer may contact PlayPlay via the form available on the Website and provide any information useful to identify its needs and expectations. After analysing the information provided by the Customer, PlayPlay may propose one or more Order Forms to the Customer specifying the Services deemed to be most suitable, including a description of the features and media libraries included. Unless otherwise stated, any Order Form issued by PlayPlay is valid for thirty (30) days from its date of issue. If the Customer does not validate the Order Form within this period, the Order Form will lapse. To subscribe to a Subscription, the Customer must validate the relevant Order Form within the given period, by any appropriate written means, including email. This validation may, where applicable, be followed by the issuance of a purchase order by the Customer, it being specified that such purchase order will have no effect on the Agreement.
Any validation of an Order Form constitutes acceptance of the Terms and Conditions in the version in force on the date of acceptance of the Order Form and formation of the Agreement.
If the Customer wishes to amend its Subscription, such as the number of User Accounts, the term of its commitment or additional services, these changes constitute an amendment to the Agreement requiring the issuance of a new Order Form or an addendum, as applicable. This new Order Form or addendum will take effect on the date agreed by the Parties as a supplement or replacement for the previous Order Form, subject to the prior validation by the Customer.
As a general rule, in the event of any conflict between the provisions of the various contractual documents, the provisions of the Order Form prevail over those of the Terms and Conditions, and the provisions of the Agreement prevail over any other general or special conditions issued by the Customer.

1.4 CUSTOMER ACCOUNT / USER ACCOUNT. As part of a Subscription, it is the Customer’s responsibility to select the Users associated with its Customer Account, within the limit of the maximum number set out in the Order Form. The Customer may request the creation of User Accounts:
(i) Either by sending PlayPlay the list of Users for whom an account must be opened,
(ii) Or by inviting Users on the Customer Account by directly entering their details.
PlayPlay undertakes to create each User Account within the time agreed with the Customer and no later than three (3) business days from receipt of the opening request. PlayPlay then provides each relevant User, by any appropriate written means, including email, with a login ID and a login link to the Platform enabling the User to create a password.
Any request to open a User Account must relate to a professional email address personal to a User, i.e. an email address that is not generic and/or accessible to several of the Customer’s employees (example of non-accepted address: [email protected]).
The Customer (including its Users) undertakes to provide PlayPlay with current and truthful information, free from any misrepresentation. In addition, the Customer undertakes to update the information relating to its Customer Account and its User Account(s). The Customer is informed and accepts that the information entered when creating or updating its Customer Account constitutes proof of its identity. The information entered is binding on the Customer upon validation.
The Customer undertakes to use the Platform exclusively for its own account. The Customer and its Users are responsible for maintaining the confidentiality of their login IDs and passwords. Any use of the Platform by a third party using the Customer’s or its Users’ login IDs will be deemed to have been made by the latter. The Customer undertakes to contact PlayPlay without delay, by any appropriate written means, including email, if it appears that its Customer Account or a User Account has been used without its knowledge. The Customer acknowledges that PlayPlay may take any appropriate measures in such case, as described in Article 7 “Breaches and Sanctions” below.

1.5 LICENSE TO USE. The Website, the Platform, systems, software, infrastructures, databases, and any content of any nature (including templates, screens, texts, images, visuals, music, logos, trademarks, databases, etc.) operated and made available by PlayPlay are protected by applicable intellectual property rights and/or database producer rights. Subject to compliance with the terms of the Agreement, including full payment of the amounts due to PlayPlay, the Customer is granted a non-exclusive, non-transferable, non-sublicensable right to access and use the Website and the Platform. This right is granted exclusively for the needs related to the Customer’s activity during the term of the Agreement. It is expressly prohibited to assign or transfer the benefit of this license to any third party whatsoever.
Any act of disassembly, decompilation, decryption, extraction, re-use, copying, and more generally any act of reproduction, representation, distribution, and use, in whole or in part, of any of the elements of the Website or the Platform, without PlayPlay’s authorisation, is strictly prohibited and may be subject to legal action.
Furthermore, it is strictly prohibited to:
Use the Website or the Platform for purposes other than those for which they are intended;

Use the Website or the Platform and the Services in any unlawful manner or in any manner that may infringe the rights of any third party;

Reproduce, arrange or adapt all or part of the Website or the Platform;

Carry out any commercial exploitation of the Platform vis-à-vis third parties;

Assign, supply, lend, lease the Platform, grant any sub-licenses or other rights of use, or more generally disclose to any third party or an affiliate not provided for in the Agreement all or part of the Platform;

Integrate all or part of the Platform into any IT system or into any other software solution other than those provided for in the Agreement;

Remotely transmit the Platform, network it (in particular on the internet) outside of the Website, or distribute it in any other form;

Use any hardware, software, device or technique aiming to aggregate connections or reduce the number of devices or users that directly access or use the services;

Attempt to discover or access the source code of the Platform software or to carry out reverse engineering.

2. SERVICES. PlayPlay undertakes to provide the Services with due care and skill and in accordance with industry best practice.
Depending on its Subscription, the Customer accesses the Services described in the Order Form, which may include in particular:
 

• Provision of Templates;
• The possibility to customise the Templates, including by incorporating the Customer’s visual identity;
• Provision of tools for assembling standard Screens;
• Access to the content of the media libraries offered by PlayPlay;
• Features based on artificial intelligence (personalised advice on the Videos created by the Customer, etc.);
• The AI Assistant.

From these elements, the Customer can generate Videos directly on the Platform. To do so, it may in particular:

• Choose a Template and Screens from those available on the Platform;
• Fill in the free fields proposed according to the Screens chosen;
• Choose its own Customer Content and/or select, if it wishes, content from the media libraries offered by PlayPlay;
• Request video suggestions from the AI Assistant;
• Insert a URL into the AI Assistant in order to generate a Video from that URL. The Customer is solely responsible for the URLs it provides and warrants that it holds all necessary rights to access, extract and use such content.
• Viewing and storage of Videos. From the Platform, the Customer may view its Videos and download them onto its own devices for the entire term of the Agreement. To retain its Videos and be able to access them after the end of the Agreement, PlayPlay invites the Customer to take the necessary steps to back them up by downloading them before the end of the Trial or the Subscription. Unless otherwise expressly agreed by the Parties, PlayPlay does not retain any copy of the Videos beyond one month after the end of the Trial or Subscription.
  By default, and unless expressly refused by any appropriate written means, the Customer acknowledges and accepts that PlayPlay may access the Videos, in particular in order to:
  Provide personalised advice, in particular on the use of Templates, Screens and the features available;
• Assist the Customer when requested via the Platform;
• Provide technical support.

However, the Customer may activate the “private” option for a Video from the Platform. In this case, the Video is only accessible to the relevant User. The Customer is informed that PlayPlay’s technical teams may nevertheless access said Video for technical support purposes only.
Artificial Intelligence (AI) features offered by PlayPlay. Certain features of the Platform are based on AI and for these PlayPlay relies on third-party providers. PlayPlay undertakes not to exploit Customers’ data or Customer Content, and also prohibits any third party from using such data or content to train machine learning models. The Customer may submit data to be processed by PlayPlay’s AI features (“Input”) and, in return, receive results generated by those AI features based on the data provided (“Output”). When the Customer uses PlayPlay’s AI features, both the Input and the Output constitute Customer Content. The Customer shall refrain from including any sensitive personal data in the Inputs. The Customer acknowledges that, given the nature of machine learning and the technology underlying PlayPlay’s AI features, the Output may not be entirely unique; as such, PlayPlay’s AI features may generate identical or similar Output for different Users.
PlayPlay does not provide any warranty regarding the results that may be achieved through the use of its AI features in terms of intellectual property rights or the accuracy of the information produced. The Customer acknowledges and agrees that any resource and/or data obtained through the use of PlayPlay’s features is obtained at its own risk and that errors, inconsistencies or “hallucinations” may occur. PlayPlay does not warrant that the Outputs will not infringe third-party rights, and it is the Customer’s responsibility to ensure that it can use the Output without infringing the rights of third parties. The Customer must not take as granted factual statements contained in the Output without independently verifying their accuracy beforehand. The Customer is solely responsible for: (i) the lawfulness of the Inputs (including data, prompts and Customer Content); (ii) the use, dissemination and exploitation of the Outputs, including with respect to intellectual property rights, image rights, sector-specific regulations and regulated claims; and (iii) any required prior verification or clearance before publication.
Additional services and/or features. In general, PlayPlay reserves the right to enrich the Platform with new services and features and to offer additional services, including on a free, experimental or beta basis, in such form and with such features and technical means as PlayPlay deems most appropriate. PlayPlay reserves the right, at any time, to modify the conditions of access to or use of such features, in particular by introducing quotas, usage caps or a credit-based system, or to discontinue them. These new services may be subject to additional charges under an Order Form.
 

3. TERM OF THE AGREEMENT 
Trial. The Agreement enters into force on the Trial start date and ends upon expiry of the subscribed Trial.
Subscription. The Agreement enters into force on the date specified in the Order Form or, failing such date, on the date of signature of the Order Form by the Customer, for the term specified in the Order Form (the “Initial Period”). At the end of the Initial Period, the Subscription is automatically renewed for successive periods of the same duration (each a “Renewal Period”), unless terminated by either Party by notice received at least sixty (60) calendar days before the end of the current contractual period. Such notice of termination must be sent to the other Party using the main contact indicated in the Order Form, by registered letter with acknowledgment of receipt or by any other recognised postal means that provides proof of sending and receipt.
A terminated Subscription ends at the end of the current contractual period, and the Agreement automatically terminates on that date. Any contractual period that has started is payable in full.

4. FINANCIAL TERMS 
Price. The price of the Subscription is indicated in the Order Form. Beyond the Initial Period, PlayPlay reserves the right to revise the price indicated in the Order Form at each automatic renewal:

- based on the Syntec index. This price revision is governed by the following formula: Price = P0 × (Index 1 / Index 2). Where Price is the revised price; P0 is the original price or, where applicable, the last revised price; Index 1 refers to the reference Syntec index, for example, in the case of an agreement entered into on 1 January 2024 expiring on 31 December 2025, this is the Syntec index for January 2024; and Index 2 refers to the latest Syntec index available at the time of the price revision, namely the Syntec index for January 2025.
- as of right. Any Customer who does not accept the new price must terminate its Subscription. Failing this, the Customer shall be deemed to have accepted the new price.

PlayPlay will inform the Customer at least one (1) month before the effective date of the price changes, by any written means, including email.
The billing terms are specified in the Order Form. Unless otherwise indicated in the Order Form, invoices are annual and sent by any means at the beginning of each contractual period and/or thirty (30) days before the renewal date. They must be paid by bank transfer or cheque within thirty (30) clear days from their date of issue.
Any change to the Subscription terms, such as changes in the number of Users, the commitment period or Services, may result in a change in price and, in such case, will be subject to a new Order Form.
Payment terms and incidents. In accordance with the law, any delay in the payment of all or part of an amount due on its due date will automatically, from the day following the payment date indicated on the invoice, entail:
Immediate enforceability of the amount due;

The billing by PlayPlay of late payment interest at a rate equal to three (3) times the legal interest rate, applied to the total amount due, and a fixed compensation of forty (40) euros in respect of recovery costs, without prejudice to additional compensation if the recovery costs actually incurred exceed this amount.

In the event of non-payment, PlayPlay reserves the right to immediately suspend access to the Platform and the Services until full payment of all amounts due.
Conditional discounts based on the commitment period. Upon entering into the Agreement, PlayPlay may grant the Customer a commercial discount in exchange for a minimum commitment period. This discount is expressly conditional upon full performance of the agreed commitment period. In the event of termination of the Agreement by the Customer, where the Customer exercises its right of data portability as provided in Article 25(2)(d) of Regulation (EU) 2023/2854 of 13 December 2023 (“Data Act”), the discount initially granted must be reimbursed by the Customer on a pro rata basis corresponding to the remaining commitment period. This discount and its terms remain at PlayPlay’s sole discretion.
Early termination fee. When the Customer exercises its right of data portability in accordance with the Data Act, PlayPlay may charge the Customer a proportionate exit fee. PlayPlay shall provide, upon request, the information necessary to explain the calculation of this fee.

5. CONTENT; OWNERSHIP, UNDERTAKINGS, WARRANTIES
Ownership of Customer Content and Videos. The Customer bears full responsibility for the Customer Content that it uploads to the Platform and integrates into the Videos. The Customer Content and Videos remain the property of the Customer. The Customer is free to use, assemble and distribute them, subject to having obtained all rights and authorisations required for such purposes and compliance with applicable regulations.
Intellectual property in the Videos. The Customer owns the intellectual property rights in the Videos it has created on the Platform. The Customer is therefore free to use them, notably for commercial purposes, subject to compliance with the conditions described in the Charters.
Media libraries offered on the Platform. It is the Customer’s responsibility to familiarise itself with the Charters relating to the use of the media libraries made available on the Platform and to comply with them. PlayPlay’s liability may in no event be incurred in the event of use of content from the media library in breach of the Charters. The Charters may be updated at any time. The Customer undertakes, from the start of the Agreement and/or upon communication of any update by PlayPlay, to effectively communicate this update to the Users and to provide access and/or transmit the updated Charters to all Users.
Compliance warranty. The Customer undertakes to immediately remove, at PlayPlay’s request, any Video that does not comply with the conditions of the Agreement, as well as any Video flagged by the owner of one of the media libraries as infringing third-party rights.
Customer warranty. The Customer warrants that it uses the Customer Content and the content made available on the Platform in a lawful manner. In particular, the Customer undertakes not to use any content whatsoever and/or generate and/or distribute any Videos:
That do not comply with the Charters;

That are contrary to public order and morality (pornographic, obscene, indecent, shocking or unsuitable for a family audience, defamatory, insulting, violent, racist, xenophobic or revisionist content);

That infringe third-party rights (counterfeiting, breach of personality rights, etc.) or, more generally, that breach any applicable contractual, statutory or regulatory provision;

That are harmful to third parties in any way;

That are false, misleading, or promote or propose unlawful, fraudulent or deceptive activities (for example, deepfakes);

That are harmful to third-party IT systems.

The Customer is solely responsible:
For compliance with the laws and regulations applicable to the Customer’s activities, including compliance with any mandatory legal notices;

For managing the Customer’s social media accounts, whose terms and conditions it must comply with, in particular for publishing its Videos.

Consequently, the Customer may not seek PlayPlay’s liability or warranty in this respect.
The Customer shall indemnify and hold PlayPlay harmless from any third-party claim related to: (i) the Inputs, Customer Content or Outputs; (ii) their use, dissemination or exploitation; and (iii) any breach of these Terms and Conditions or of applicable law by the Customer and/or the Users.
PlayPlay’s undertakings and warranties. PlayPlay undertakes to use the Customer Content uploaded to the Platform solely for the purposes of performing the Services. PlayPlay warrants to the Customer that it does not make Customer Content available to third parties or other Customers and that it will delete such Customer Content within thirty (30) days following termination of the Agreement.
PlayPlay holds all rights and authorisations necessary to grant the Customer rights of use in the Templates, Screens and any content made available to the Customer via the Platform.
PlayPlay warrants to the Customer the peaceful enjoyment of the rights granted in the Templates, Screens and all content made available by PlayPlay, against any disturbance, action, claim or eviction of any kind and this, subject to the Customer’s compliance with the Charters and the authorisations granted hereunder.
However, PlayPlay does not guarantee that the Templates, Screens, any content made available in respect of which PlayPlay holds rights, or the final renditions of the Videos will fully meet the Customer’s tastes, requirements or expectations. PlayPlay may not be held liable for decisions taken by the Customer or any third party appointed by the Customer. Likewise, PlayPlay may in no event be liable for the content of the Videos, which it does not control, review or moderate in any way, even where it has been agreed that a PlayPlay watermark will be affixed to the Videos.

6. HOSTING, SECURITY, AVAILABILITY AND MAINTENANCE OF THE PLATFORM
Hosting. PlayPlay warrants that the Platform is hosted in accordance with professional practice and the latest standards, on a best-efforts basis. To this end, PlayPlay uses a professional hosting provider whose servers are located within the territory of the European Union.
As part of this hosting service, PlayPlay undertakes to provide the Customer with adequate storage and processing capacity to meet the Customer’s needs when using the Platform.
Security. PlayPlay undertakes to implement all technical means, in line with industry best practice, necessary to ensure the security of and access to the Website, the Platform and associated services, covering the protection and monitoring of infrastructures, the control of physical and/or logical access to such infrastructures, as well as the implementation of detection, prevention and recovery measures to protect servers against malicious acts.
PlayPlay undertakes to regularly carry out checks to verify the operation and accessibility of its Website and Platform. In this respect, PlayPlay reserves the right to temporarily interrupt access to its Website and/or Platform for maintenance purposes.
Availability. PlayPlay strives to ensure permanent access to the Platform (24 hours a day, 7 days a week).
PlayPlay cannot be held liable for any temporary difficulties or inability to access the Platform arising in particular from:
Circumstances outside its network (including partial or total failure of the Customer’s servers, particularly in the event of connection via SSO);

Failure of any equipment, cabling, services or networks not included in the Services or not under its responsibility;

Interruption of the Services due to telecom operators or internet service providers.

Upgrades and developments. PlayPlay undertakes to provide the Customer, at no additional cost, throughout the term of the Agreement with:
All improvements to the Platform’s features related to its ergonomics, speed of execution or efficiency, and/or any updates aimed at adding new minor features. The nature and frequency of these updates are at PlayPlay’s sole discretion. They may be performed automatically and without prior notice, which the Customer expressly accepts;

Any major changes to the Platform that provide a radical improvement in the video creation experience and entail the impossibility of editing Videos created with a previous version. In such a case, PlayPlay will inform the Customer at least 30 calendar days before implementation.

Support. Users may access Support from their User Account via the Chat, on business days from 9 a.m. to 12:30 p.m and from 2 p.m. to 6 p.m CET (Paris time) and from 7 a.m. to 12 p.m. EST (New York time). Support is initially provided by an automated agent and, if necessary, by a member of the PlayPlay team. Depending on the need identified, PlayPlay will estimate the response time and keep the Customer informed.

7. SANCTIONS IN CASE OF BREACHES 
In the event of a breach by the Customer of any provision of the Agreement, PlayPlay reserves the right, alternatively or cumulatively, to:
Suspend access to the Platform and the Services until the breach is remedied (for example, in the event of non-payment);

Remove access to the Platform and the Services for all or some of the Customer’s Users (for example, where it is found that a User Account is being used by several people);

Delete any Customer Content and/or Video related to the breach;

Send the Customer a letter specifying the breach in order, depending on the context, to:

Terminate the Agreement, with termination taking effect on the date of receipt or first presentation of this letter; or

Request that the Customer remedy the breach within a maximum period of 15 calendar days. Termination will take effect automatically at the end of this period if the breach has not been remedied. Where applicable, termination of the Agreement results in deletion of the Customer Account and User Accounts;

Notify any competent authority, cooperate with such authority and provide it with any information useful to the investigation and prosecution of unlawful or illegal activities;

Initiate legal proceedings.

Suspension and/or deletion of an Account may be implemented during a Subscription without any refund being due to the Customer.

8. CONFIDENTIALITY. 
Each Party undertakes to keep strictly confidential all information, documents, items and data received from the other Party (“Confidential Information”), and in particular not to disclose such Confidential Information to anyone other than its employees or staff who need to know them for the performance of the Agreement, and to use them only for that purpose. This obligation does not extend to documents, items, data and information:
Of which the receiving Party was already aware;

Already public at the time of their communication or which become public without breach of the Agreement;

Lawfully received from a third party;

The disclosure of which is required by judicial authorities, under laws and regulations or for the establishment of a Party’s rights under the Agreement.

Each Party undertakes to ensure that its staff, subcontractors, agents or third parties who may have access to such Confidential Information under the Agreement comply with this confidentiality obligation. The obligations relating to Confidential Information apply for the term of the Agreement and will continue for a period of 5 years from the end of the Agreement.

9. PERSONAL DATA.

The Parties undertake, each for its own part, to comply with any and all legal and regulatory obligations incumbent upon them in the field of personal data protection, in particular French Law no. 78-17 of 6 January 1978 as amended, known as the French Data Protection Act, and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (together the “Applicable Regulations”).
The Customer is informed and accepts that its personal data is processed by PlayPlay under the conditions described in the Data Processing Agreement: https://playplay.com/dpa.

10. AUDIT. 
During the term of the Agreement, PlayPlay may, at its own expense and subject to giving the Customer at least thirty (30) days’ prior notice by email, request to perform a control once a year at most, enabling it to verify the conditions in which the Platform is used, in particular the compliance of its use with the purpose of this Agreement and, where applicable, compliance with the number of authorised Users.
It is expressly agreed between the Parties that this audit may be carried out by PlayPlay’s internal auditors or by an external provider of its choice, and the Customer may not object. However, the Customer may express any reservations regarding the choice of auditor, and PlayPlay will decide whether or not to maintain the selected auditor.
The Customer will provide the auditor with any documents relevant for the purposes of the control. PlayPlay undertakes to comply and ensure compliance by the auditor it has selected with the Customer’s confidentiality requirements.
PlayPlay will send the Customer a copy of the audit findings by any appropriate written means. The Customer will then have a period of thirty (30) calendar days from receipt of this report to send PlayPlay any comments. Should an audit report reveal non-compliant use of the Platform by the Customer, the latter undertakes to remedy such non-compliance at its own expense and as soon as possible, and to promptly pay PlayPlay all costs and fees incurred by PlayPlay in connection with said audit, upon receipt of the corresponding invoice, without prejudice to any other action or recourse available to PlayPlay.

11. LIMITATION OF LIABILITY. 
PlayPlay performs its contractual obligations with all due care customary in its profession, on a best-efforts basis. Each Party is liable for the consequences arising from its own faults, errors or omissions, as well as those of its potential subcontractors, where such faults, errors or omissions cause direct damage to the other Party. In the event of fault proven by the Customer, PlayPlay is liable only for the pecuniary consequences of direct and foreseeable damage resulting from the performance of the Agreement. PlayPlay may in no event be held liable for indirect or unforeseeable losses or damage suffered by the Customer or by third parties, including in particular any loss of profit, loss of customers, loss of opportunity, loss of data, or the cost of obtaining a substitute product, service or technology, arising out of or in connection with non-performance or faulty performance of the Agreement.
In any event, PlayPlay’s liability under the Agreement may not exceed the total amount effectively paid under the Agreement during the twelve (12) months preceding the event giving rise to the damage.

12. REVERSIBILITY. 
Upon termination of the contractual relationship, for any reason whatsoever, PlayPlay undertakes, at the Customer’s request made by email, to return or, at the Customer’s option, to destroy free of charge all Customer Content and Videos belonging to it, in a standard, easily readable format. Where applicable, such return will be made within one (1) month from receipt of said request. The Customer will work closely with PlayPlay to facilitate the recovery of Customer Content and Videos.
Where the Customer exercises its right of data portability under the Data Act, the Customer will notify PlayPlay of its intention to initiate data reversibility subject to two (2) months’ prior notice. PlayPlay will maintain the availability of the Platform and the service and will ensure technical continuity during a transition period of thirty (30) days. If technically justified and documented, this period may be extended up to seven (7) months.

13. FORCE MAJEURE
PlayPlay will not be deemed to be in breach of the Agreement, or otherwise liable to the Customer, due to any delay in performance or non-performance of any of its obligations under the Agreement, to the extent that such delay or non-performance is due to an event of force majeure within the meaning of Article 1218 of the French Civil Code, of which it has informed the other Party.

14. EXPORT COMPLIANCE AND INTERNATIONAL SANCTIONS
The Customer agrees to use the Platform and the Services in compliance with all applicable export control and economic sanctions laws and regulations.
The Customer represents in particular that it:
is not a person or entity subject to sanctions imposed by the European Union, the United Kingdom, the United States or the United Nations; and
will not allow access to or use of the Platform from any country or territory subject to applicable sanctions.
In the event of non-compliance with these obligations, PlayPlay may suspend access to the Platform or terminate the Agreement in accordance with Article 7 of the Terms and Conditions.

15. MISCELLANEOUS

15.1 COMMERCIAL REFERENCES. Unless otherwise stated in the Order Form or unless PlayPlay is instructed otherwise by any appropriate written means, the Customer authorises PlayPlay to use its name, trademark and logo as commercial references, on any medium and in any form whatsoever, for the duration of the Agreement and for one year thereafter.
The Customer agrees that its Videos published on social networks may be used free of charge by PlayPlay on its social media accounts, and in presentations of its business, by any means and on any medium, for internal and/or external communication and promotional purposes. Furthermore, the Customer acknowledges that it may be difficult to remove the Videos from social media channels and sharing websites (such as Facebook, Instagram, YouTube, etc.) and accepts that its Videos may remain on such channels and websites as originally published. It is understood that once the Agreement has ended, PlayPlay will not republish or authorise others to republish these Videos.

15.2 ASSIGNMENT.
In the event of (i) a merger, acquisition, contribution, partial contribution of assets, demerger or, more generally, any transaction resulting in a universal transfer of PlayPlay’s assets, or (ii) any transaction resulting in a direct or indirect change of control of PlayPlay, the Agreement will continue as of right, without the need to inform the Customer or obtain its consent.

15.3 AMENDMENT OF THE TERMS AND CONDITIONS
PlayPlay reserves the right to amend these Terms and Conditions at any time. The Customer will be informed of such amendments by various means, including by email, at least one (1) month before they enter into force. The new general terms and conditions will apply upon renewal of the Customer’s Subscription after the effective date of said amendments. If the Customer does not accept the new Terms and Conditions, it must terminate its Subscription in accordance with the terms set forth in the “Term of the Agreement” section. Failing this, the Customer will be deemed to have accepted the new Terms and Conditions as from the renewal date.

15.4 EVIDENCE AGREEMENT.
The Customer expressly acknowledges and agrees that the data collected on the Platform and PlayPlay’s IT equipment:

- Constitute proof of the reality of the transactions carried out under this Agreement;
- Constitute the primary admissible mode of proof between the Parties.

15.5 GOVERNING LAW AND JURISDICTION.
This Agreement is governed by French law and its provisions are interpreted in accordance with this law. Any dispute that may arise concerning its validity, interpretation or performance will be subject to the exclusive jurisdiction of the courts of Paris (France), unless mandatory procedural rules provide otherwise.
 

PREVIOUS VERSIONS: 

- Terms and Conditions in force on 1 September 2024
- Terms and Conditions in force on 1 September 2022
- Terms and Conditions in force on 14 April 2020