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Mr Gatien RAKOTOZAFY, sole trader, operates under the name RKT MEDIA and TBVIRAL, located at 275 rue du Dhuy 45590 St Cyr en Val, is registered with the ORLEANS Trade and Companies Register under number 841764939.
TBVIRAL can be reached from Monday to Friday, except public holidays, from 9:00 am to 6:30 pm Paris time by e-mail at the following address: contact@tbviral.com
The licensor (the client) grants the licensee (TBVIRAL), who accepts it, the mission of protecting his video and exploiting it in order to promote it and optimize its monetization.
License fee: sum to be paid by the licensee to the licensor, after deduction of commissions, in accordance with the conditions described and provided for in these GTC.
TBVIRAL: TBVIRAL, also referred to as the licensee, is responsible for protecting the video and exploiting it on the various social networks in order to optimize its returns.
The Video: is the work created by the Licensor, of which he is the owner, and which is made up of images and sound, thus constituting an audiovisual document.
These general terms and conditions express the entirety of the obligations of the parties. They apply to services offered directly to the Licensor. They constitute the sole basis of the commercial relationship between the parties, and the Licensor is deemed to accept them without reservation, in particular by signing them. The present general terms and conditions prevail over any other document, and in particular over any general terms and conditions of purchase. They apply, without restriction or reservation, to all services rendered by TBVIRAL. The Parties agree that the present terms and conditions exclusively govern their relationship. TBVIRAL reserves the right to modify its general terms and conditions from time to time. In the event of definitive modifications, they will be applicable immediately on condition that they are sent to the Licensor, who will have the option of rejecting them within 1 month of receipt. The present general terms and conditions are communicated to all Licensors prior to placing an order. TBVIRAL reserves the right to derogate from certain clauses of the present terms and conditions, depending on the negotiations carried out with the Licensor, by drawing up special conditions.
The purpose of these general terms and conditions is to define the conditions under which the Licensor grants the Licensee, who accepts it, an exclusive and non-transferable license to use the work, the video protected by TBVIRAL.
4.1 The Licensor acknowledges that all the information provided to TBVIRAL at the time of the conclusion of the present contract, by means of the information form completed online, is accurate and that in the event of false declarations on his part, no claim or compensation may be made against TBVIRAL for any cause or consequence whatsoever.
4.2 The Licensor must download the video file in the best possible quality from the TBVIRAL website or send it by e-mail to the following address: contact@tbviral.com
4.3 Once the Licensor has taken note of the services offered by TBVIRAL on its online site www.tbviral.com, he/she should contact TBVIRAL using the form provided on the site.
Upon receipt, TBVIRAL will examine the information relayed as well as the video, which is the subject of the present contract.
4.4 TBVIRAL reserves the right to refuse to enter into a contract with the Licensor, without having to justify its refusal, and the Licensor may not subsequently oblige TBVIRAL to do so.
4.5 By signing the present copyright transfer conditions, the Licensor unequivocally contracts with TBVIRAL, whose mission is to protect the entrusted video and to exploit it at its own pace, in order to develop its numerary rights.
The video is registered with TBVIRAL in one of the formats available on the site.
5.1 The Licensor certifies that he/she is of legal age, or failing that, that he/she is an emancipated minor.
5.2 The Licensor acknowledges that he/she is the exclusive author of the video in its entirety.
5.3 The Licensor acknowledges that he/she has taken all necessary steps to obtain any authorizations that may be required under current legislation and regulations, including for individuals or legal entities filmed, and for identified and protected locations.
5.4 The Licensor certifies that the Video is not the subject of any transfer of ownership, collateral security, pledge, contribution to a company, grant of copyright on an exclusive basis or other transfer of rights in favor of any third party whatsoever, likely to call into question the purpose of the Contract.
5.5 The Licensor further certifies that the Video is not the subject of any dispute to date as to its validity and/or ownership.
By accepting these terms and conditions, the parties agree that:
6.1 TBVIRAL protects the video with organizations on YOUTUBE, INSTAGRAM AND FACEBOOK, but may also on future other platforms allowing it.
6.2 TBVIRAL, under the terms of this exclusive assignment mandate, undertakes to provide its best efforts to make the best use of the video, in particular by carrying out the necessary promotion with a view to maximum visibility on the various social networks, including but not limited to YOUTUBE, INSTAGRAM and TIKTOK.
6.3 Extent of the rights granted by the Licensor to TBVIRAL on the intellectual rights of its video: This agreement constitutes an assignation of copyright permitting an exclusive license for the term described below, including, but not limited to, the right to communicate internally or to the public, prepare derivative works based on, compile, use, alter, change, modify, add to, subtract from, rearrange and/or exhibit, disseminate, distribute, reproduce, grant to others (sublicense) the same rights and grant permissions to reproduce and distribute, advertise, publish and otherwise exploit the Submitted Works by any means and on any platforms or social networks whatsoever, known or hereafter discovered, in any manner whatsoever and in any media, for any purpose whatsoever, as Licensee may determine in its sole discretion to monetize the Work. And this, in whole or in part, in whole or in part, and in such number as TBVIRAL may see fit.
6.4 Exclusivity implies that the licensor is prohibited from granting all or part of the intellectual rights to the video to a third party for the duration of the present contract.
6.5 The exploitation and communication will be carried out mainly on social networks without the licensor being able to interfere with the choices made by TBVIRAL.
6.6 All sound, music, video, text, software, user interfaces, visual interfaces, graphics, photographs, artwork, trademarks, logos, computer code and other audiovisual materials contained on the Site, including, but not limited to, the design, structure, coordination, selection, expression and arrangement of such content, are controlled, owned or licensed by TBVIRAL, as set forth in these Terms, and are protected by copyright, trademark and various other intellectual property and unfair competition laws.
The Licensor acknowledges that TBVIRAL is obliged to protect the video but that it has the option of using the work or not.
TBVIRAL undertakes to the Licensor to :
This is with the exception of periods when TBVIRAL is closed for any reason whatsoever, of which it will have informed the licensors. During this period, no promotion will be carried out, but the protection will automatically remain in effect.
7.1 The Licensor undertakes to transmit a video free of all rights of which it certifies, on the one hand, that it is the author and, on the other hand, that it does not contain any violation of the Law or any type of regulation. He certifies that the video does not and will not directly or indirectly violate any obligation or right of any person or entity, including, but not limited to, any copyright, trademark, service mark, trade secret or other intellectual property right, that it is not fraudulent, deceptive, tortuous, defamatory, libelous, abusive, violent, threatening or obscene; does not harass others, promote bigotry, racism, hatred or harm against any individual or group, promote discrimination based on race, gender, religion, nationality, sexual orientation or age; is not illegal and does not promote illegal or harmful activities or substances; does not contain any computer programming routines or viruses (including but not limited to: Time Bombs, Trojan Horses, Worms, Easter Eggs, Deads Drops devices or cancelbots) that are intended to damage, interfere with, intercept or exploit any system data or personal information, allow unauthorized access to the site or disable, damage or erase any portion of the content stored therein and/or does not otherwise violate these terms.
7.2 In the event that the Licensor decides to sell the video, it undertakes to inform TBVIRAL and to offer, as a priority, to acquire it at the price it has set.
TBVIRAL has a period of two (2) months from receipt of the transfer offer made by the Licensor by registered letter with acknowledgement of receipt, to accept or reject it. If the Licensee refuses or fails to respond within the aforementioned period, the Licensor will regain full freedom of action. However, should the Licensor decide at a later date to sell the work at a lower price than that offered to the Licensee, it must again offer the Licensee, as a matter of priority and under the conditions stipulated above, the opportunity to purchase the work at the new price.
8.1 The Parties undertake to keep each other informed of any infringement of the video of which they may become aware. In particular, TBVIRAL undertakes to inform the Licensor in writing (including by e-mail) of any unauthorized reproduction or imitation of the work as soon as it becomes aware of such. The Licensor is solely responsible for the measures to be taken, including legal proceedings, to ensure the defense of the work. TBVIRAL shall, in this context, provide the Licensor with all necessary help, collaboration, assistance and information, and supply all necessary written documents. In accordance with article L. 716-5 of the French Intellectual Property Code, TBVIRAL reserves the right to intervene in any infringement action brought by the Licensor, in order to obtain compensation for the prejudice suffered by both parties; the Licensor retaining control of the proceedings in any event. In such a case, TBVIRAL must act in consultation with the Licensor.
In the event that TBVIRAL is sued for infringement, or on any other legal basis whatsoever, as a result of the exploitation of the work, the Licensor will provide all necessary assistance and will bear all costs incurred by such proceedings.
More generally, the Licensor shall indemnify TBVIRAL against all condemnations or other prejudicial consequences of any claim or legal action brought by a third party as a result of the exploitation of the video.
8.2 The Licensor acknowledges that he grants TBVIRAL full freedom to exploit his video, in compliance with current legislation and regulations.
9.1 The present fee schedule has been set up to remunerate TBVIRAL for actions carried out on behalf of the licensor within the framework of the exploitation of the intellectual rights of the entrusted and protected video.
9.2 Transfer of rights free of charge: when TBVIRAL and/or its partners use the video, in whole or in part, for the purpose of creating a compilation of which they are the authors; the licensor expressly acknowledges granting these rights free of charge to these works and to the rights derived therefrom, including but not limited to all intellectual property rights arising therefrom.
9.3 the licensor agrees that the present contract is concluded in consideration of the payment by TBVIRAL of a royalty calculated, according to a variable rate, on the basis of the rights received for the exploitation, production and presentation of the video. In this way, the licensor will receive 75% exclusive of tax of the net royalties received by TBVIRAL. The licensee collects all royalties collected on behalf of the licensor, and undertakes to repay them to the licensor after deduction of the licensee’s commission, which is based on the scale mentioned in the present article.
9.4 TBVIRAL will pay the royalties collected only when they exceed the sum of 30€; below this amount, the sums collected will be added together, above this amount, TBVIRAL will pay them to the licensor as soon as a minimum of 30€ is reached, and at a rate of once a month. The payment to the licensor will be made, when the amount of royalties allows it, once a month, no less.
9.5 If the amount of royalties does not exceed €30 for 24 consecutive months, the sums will be definitively acquired by TBVIRAL as management fees, since the account management fees will exceed the expected future income.
9.6 Statement of royalties paid and commissions charged. For each payment to the licensor, TBVIRAL must provide a detailed breakdown of the royalties received, specifying the source as well as the amount of commissions retained by TBVIRAL. The statement will be provided once the minimum of €30 has been reached and/or once a month.
9.7 Payments by TBVIRAL will be made by bank transfer or PayPal at the licensor’s convenience. In this respect, the licensor must provide TBVIRAL with all the necessary information, including a bank account number, in order to carry out the bank transaction.
9.8 Royalties received in respect of copyrights are considered as income, and their authors are considered to be covered by the general social security system. The licensor is therefore obliged to declare them to the social security and tax authorities. The Licensor is responsible for this and may not make any claim against TBVIRAL in the event of failure on his part to do so, and TBVIRAL accepts no liability in this respect.
If the Licensor is unfamiliar with the social and tax system applicable to income derived from the monetization of his or her work, he or she acknowledges that he or she will contact the Administration, the Tax Office or the Urssaf in order to obtain answers to his or her questions.
9.9 The Licensor acknowledges that TBVIRAL does not guarantee any income generated by the Work. The Licensor accepts that any decision concerning the monetization of the Work is binding on the Licensor. The Licensor agrees not to make any claim or bring any action against the Licensee, whether at law or in equity, or otherwise based upon or arising out of, in whole or in part, any claim that the Licensee has not properly exploited the Rights or that more revenue or royalties could have been collected than actually collected by the exploitation of the Rights, or for any royalties not collected by TBVIRAL that should have been collected according to the Licensor.
The Contract takes effect on the day it is signed by the Parties and will remain in force for an initial period of 2 years with tacit renewal for a period of 1 year each time.
11.1 The Contract may be terminated early and by operation of law, by registered letter with acknowledgement of receipt, by either of the Parties, if either of them fails to comply with any of its contractual obligations and fails to remedy its default within thirty (30) days of receipt of a formal notice to do so, sent by the Party owing the obligation by registered letter with acknowledgement of receipt. Termination shall be without prejudice to any other rights or actions which the Party in default may have against the Party at fault. In the event of termination by the Licensor, the Licensee shall, at its own expense, immediately cease using the Video.
11.2 In the event of termination for any reason whatsoever, the Licensor acknowledges that the protection subscribed to on its Video is for a minimum period of 1 year, tacitly renewable for 1 year, and will continue within this limit. Therefore, as soon as the termination is effective, the protection will cease within 1 year of the anniversary date of the present contract.
12.1 In the event of early termination by the Licensor, to its detriment, compensation will be due to TBVIRAL based on the number of months remaining due on the current contract period multiplied by the monthly average of royalties collected over the months of the current year, the whole increased by 10% monthly.
12.2 Compensation in the event of early termination by the Licensor: this indemnity under 12.1 will either be deducted from the remaining royalties due to the Licensor or invoiced to the Licensor, and must be paid in full in cash on the date of termination; failing this, default interest will accrue at the legal rate plus 10 points.
12.3 When the contract is terminated, automatically or otherwise, TBVIRAL undertakes to stop all exploitation, production and representation of the video. However, all former exploitations by TBVIRAL will remain on the platforms until the protection is definitively removed.
12.4 TBVIRAL undertakes to take all necessary steps to ensure that the royalties are no longer paid to TBVIRAL.
12.5 The Licensor will be responsible for the protection of its video which will cease within one year of the anniversary date, despite early termination of the present contract.
12.6 In the event that TBVIRAL continues to collect royalties at a later date, through no fault of its own but due to the failure of the collecting bodies, TBVIRAL undertakes to repay the sums in full on a monthly basis, after deduction of €30 per month in management costs in accordance with the conditions set out in the article relating to prices.
In the event that the Licensor is not satisfied with the service provided, he/she must confirm his/her complaint by registered letter with acknowledgement of receipt or within 3 calendar days of the failure being noted. The Licensor must provide as much information as possible to pinpoint the problem and, if necessary, provide screen prints in support of the complaint. On receipt of the complaint, TBVIRAL will acknowledge receipt and process the file within a reasonable time. The e-mail complaint will only be valid once TBVIRAL has acknowledged receipt.
14.1 – Confidential information
Each party undertakes not to disclose confidential information received from the other party. Confidential information means information of any kind, visual or oral, on any medium whatsoever, relating to the structure, organization, business, various internal policies, projects and personnel of each of the parties. Subject to the exceptions set out below, the present obligation of confidentiality will be in force for a period of 2 years following completion of the services. The content of the services, as well as any reports, correspondence, information, notes and estimates provided by TBVIRAL during the performance of the services, are also confidential. These documents are communicated to the Licensor for strictly internal use, on condition that they are not disclosed to third parties, nor appended to any document produced by the Licensor. If the Licensor wishes all or part of these documents to be disclosed to and/or used by a third party, it must request prior written authorization from the Licensee. The terms and conditions applicable to such disclosure will then be determined.
14.2 – Excluded information
The obligations and restrictions set out above do not apply to :
– confidential information which is in the public domain, or has been freely acquired prior to the commencement of the service;
– is or becomes known other than as a result of a breach of this article ;
– is or becomes known from other sources not bound by a restriction on disclosure ;
– or must be communicated by virtue of a legal or professional obligation or at the request of any judicial or regulatory authority empowered to require the disclosure of confidential information.
– TBViral.com, TBViral, its graphics, logos and service names are registered or otherwise protected trademarks or service marks. These marks may not be used in connection with any product or service that is not owned or operated by TBViral or in any manner that is likely to cause confusion among customers or in any manner that disparages or misrepresents TBViral. All other trademarks, registered trademarks and logos not owned by TBViral that appear on this site are the property of their respective owners, who may or may not be affiliated with, sponsored by, or connected to TBViral.
14.3 – Communications
The Licensor acknowledges and accepts that :
– unless expressly requested otherwise by the other party, the parties may correspond or transfer documents by electronic mail circulating on the Internet network;
– neither party has any control over the capacity, reliability, access or security of such electronic mail;
– TBVIRAL cannot be held responsible for any loss, damage, costs or prejudice caused by the loss, delay, interception, detour or alteration of any electronic mail caused by any event whatsoever.
– TBViral reserves the right to take the following actions at any time without notice:
(1) modify, terminate or suspend access to all or part of the site, for any reason whatsoever;
(2) modify or change any part of the Site, or any applicable policies or conditions;
(3) interrupt the operation of the site if necessary for routine or non-routine maintenance, error correction, technical updates or other changes.
In the event of a conflict of interest or independence issue arising during the performance of the services, TBVIRAL will immediately inform the Licensor and work with him to find the most appropriate solution to the situation, in compliance with the applicable rules. In particular, should a change in regulations or professional standards prohibit TBVIRAL from continuing its services, it will make available to the Licensor the results of the services as well as all documents necessary for their completion, including its Documents as they stand, in order to facilitate their continuation by a third party.
16.1 – Limitation of liability
TBVIRAL’s liability and that of its collaborators in respect of any breach, negligence or fault, found to have occurred in the performance of the services, will be capped at the amount of the commissions invoiced by TBVIRAL, i.e. the 25% on the copyrights for the video which is the subject of the present contract (within the limit of the previous three months) in respect of the services in question, in order to cover claims of any kind (including interest and costs), and this, regardless of the number of actions, grounds invoked, or parties to the disputes. This stipulation shall not apply to liability for death or personal injury, nor to any other liability which cannot be excluded or limited by law.
TBVIRAL’s liability can only be incurred in the event of proven fault or negligence, and is limited to direct damage to the exclusion of any indirect damage of any nature whatsoever.
16.2 – Exclusion of liability on the part of the Licensor
TBVIRAL may not be held liable if the Licensor has failed, even partially, in one or other of its obligations, and if the prejudice suffered by the Licensor results directly or indirectly from this failure. TBVIRAL may not be held liable in particular in the event of the transmission of misleading information, notably concerning the origin of the video, its ownership and any transfer of prior copyrights, without this list being exhaustive.
16.3 – Third-party exclusions
TBVIRAL cannot under any circumstances be held liable for the data stored. The Licensor undertakes to indemnify and hold TBVIRAL harmless against any claim of any nature whatsoever that may be made against it in relation to the content of the data.
The Licensor acknowledges and accepts that the Internet network, and more generally any telematic network used for data transmission purposes, may experience periods of saturation due to congestion of the bandwidth, interruptions caused by technical incidents or maintenance operations, decisions by the companies managing the said networks or any other events beyond TBVIRAL’s control. Consequently, TBVIRAL cannot be held liable in the event of malfunction or interruption of services due to events affecting communication networks and, more generally, any event beyond TBVIRAL’s control.
16.4 – General exclusions
In addition to the cases listed above, TBVIRAL cannot be held liable in the following cases:
– as a result of the failure or deficiency of a product or service for which neither TBVIRAL nor any of its subcontractors are responsible for supply or delivery, in particular with regard to Transport and Printing services.
– for facts and/or data which do not fall within the scope of the services, and/or which are not an extension thereof.
– in the event of use of the results of the services, for a purpose or in a context different from that in which it was provided, of erroneous implementation of the recommendations or failure to take account of TBVIRAL’s reservations.
– in the event of non-compliance with the General Conditions of Use of the platforms on which the videos are made available.
– in the event of a defect in the quality, availability or reliability of telecommunications networks, whatever their nature, in the event of data transmission or Internet access.
Any circumstances beyond the control of the parties, preventing the performance of their obligations under normal conditions, are considered as grounds for exoneration from the obligations of the parties and lead to their suspension.
The party invoking the aforementioned circumstances must immediately notify the other party of their occurrence, as well as of their disappearance. Force majeure” means any irresistible, unforeseeable, unavoidable event or circumstance beyond the control of the parties, which cannot be prevented by the parties, despite all reasonable efforts. The following are expressly considered to be cases of force majeure or fortuitous events, in addition to those usually accepted by the jurisprudence of French courts and tribunals: blockage of means of transport or supplies, earthquakes, fires, storms, floods, lightning, stoppage of telecommunication networks or difficulties specific to telecommunication networks external to the licensors. The parties will meet to examine the impact of the event and agree on the conditions under which performance of the contract will continue. If the case of force majeure lasts longer than three months, the present terms and conditions may be terminated by the injured party.
If one or more stipulations of the present terms and conditions are held to be invalid or declared as such in application of a law, regulation or following a final decision by a competent court, the other stipulations will retain all their force and scope.
The fact that one of the parties does not avail itself of a breach by the other party of any of the obligations referred to in these general terms and conditions shall not be interpreted for the future as a waiver of the obligation in question.
In the event of any difficulty of interpretation between any of the titles appearing at the head of the clauses and any of the clauses, the titles will be declared non-existent.
These terms and conditions are governed by French law. They are written in French. Should they be translated into one or more languages, only the French text will be deemed authentic in the event of a dispute. The parties undertake to seek an amicable solution to any dispute arising from the performance of the services. Should they fail to do so, the parties will submit the dispute to the competent French jurisdiction.
Personal data is data relating to an identified or identifiable natural person, data relating to a legal entity therefore does not fall within the scope of the GDPR. The Data Processor is Gatien Rakotozafy, who can be contacted at contact@tbviral.com. Personal data collected either as a result of the contract binding the Parties or by express consent is intended to achieve the purpose of the contract. More specifically, this includes the management of the relationship with the licensor, commercial relations and the invoicing of services. Personal data may be shared with third-party companies in the following cases when TBVIRAL subcontracts part of the service or when required by law or the Public Authorities. Data only transits through hosting sites located in the European Union and therefore GDPR compliant.
TBVIRAL implements organizational, technical, software and physical digital security measures to protect personal data against alteration, destruction and unauthorized access. However, it should be noted that the Internet is not a completely secure environment and TBVIRAL cannot guarantee the security of the transmission or storage of information over the Internet. TBVIRAL stores and retains personal data for the duration of the contractual relationship and for a maximum period of 5 years, after which the data is destroyed. The Licensor may at any time benefit from the right to information, access, rectification, interruption and portability of his data; in this case he need only send a request to this effect by e-mail to the following address: contact@tbviral.com; a reply will be sent within 1 month of receipt confirmed by TBVIRAL, with a 1-month extension if necessary. If the Licensor refuses to have his data collected, he must inform TBVIRAL immediately. If the data is essential to the performance of the contract, TBVIRAL will de facto not be able to perform and no claim may be made in this respect, and the contract may not commence. By signing these GTC, the Licensor expressly agrees to the collection and processing of his personal data. In the event of difficulty, the Licensor must refer the matter to the CNIL, the competent French supervisory authority (www.cnil.fr). Data subjects may withdraw their consent at any time.
By completing the online submission form, the Licensor accepts the present conditions of assignment and exploitation of the intellectual rights related to the entrusted video. The Parties agree that :