Terms and Conditions

These Terms and Conditions are intended to define the terms and conditions under which Pitchy Bros Prod (hereinafter “Pitchy”), a French société par actions simplifiée registered under number 799 416 011 RCS Paris, with a share capital of €1994,31, with its registered office located at 157 boulevard Macdonald, 75019 Paris :

• grants access to the Website, and
• provides the Services to the Clients and Users.

Any access and/or use of the Website and/or Services is subject to the full acceptance and compliance of these Terms and Conditions unless otherwise expressly agreed in writing between the Parties.

ARTICLE 1. DEFINITIONS

For the needs of these Terms and Conditions and any other contractual documents associated with it, the following terms shall have the meaning defined hereunder:

.1. Additional Services: relates to the full non-licensed Services granted to the Client, such as, for example,

 branded templates or the production or edition of videos by Pitchy.

.2. Agreement: the service contract consisting of the General Conditions, the Quote, the Specific Conditions and any Annexes thereto as the case may be, formalising the Parties' commitments with regard to the provision and use of Pitchy Services.3. Client Portal: The Client interface accessible to the Users on the Website after inputting of the ID details and password.

.4. Contractual Documents: all documents constituting the Agreement.

.5. Force Majeure: an event jointly accepted by law and by the courts as being irresistible, unforeseeable and external, as well as any other event that disrupts the economy of the Agreement and prevents it from being fulfilled, outside the control of the Party concerned, specifically and without this being exhaustive, internal or external corporate conflicts, intervention by the civil or military authorities, war or hostilities whether or not declared, acts of terrorism, riots, natural disasters, fire, water damage, epidemic, pandemic, health conditions, malfunction, disruption or interruption of computer or telecommunications networks, default by a supplier or subcontractor that prevents or limits the implementation or supply of the Services or Equipment, and non-availability of the Services and Equipment or their components from Pitchy's suppliers.

.6. General Conditions: The present document

.7. Licence : Authorization granted by Pitchy to the Client to access and use the online Services within the terms and conditions as stated in the Agreement.

.8. Parties: Pitchy and the Client.

.9. Pitchy Services or Service(s): the services accessible via the Website, as defined in the Specific Conditions, most notably the Pitchy video creation service.

.10. Quote: the offer issued by Pitchy and summarizing the Services and the Specific Conditions negotiated between the Parties as the case may be.

.11. Specific Conditions: The the specific conditions stated on the Quote and amending these General Terms and Conditions between the Parties.

.12. Specimen: refers to all specimen of documents, videos, sounds, images, templates and scenarios etc supplied by Pitchy or by a Pitchy service provider.

.13. User: Any individual person duly authorised by the Client to use the Services and described as such to Pitchy in accordance with the terms of this document.

.14. Website: the website accessible at the address www.pitchy.fr or www.pitchy.io.

ARTICLE 2. PURPOSE

1. The Services consist of an overall offer of services available in SaaS mode from the Website and are strictly reserved for professionals for use within the context and for the requirements of their professional activity.
2. Pitchy shall provide the Client with the Services in accordance with the terms and conditions set out in the Contact.
3. Pitchy offers various ranges of Services. 

The License allows the use of the Service by the Client and Users through the Website within the scope defined by the Agreement, which specifies, inter alia, the  number of videos, the Users and the features included.

Additional Services may be defined in the Quote. Unless otherwise expressly stated in writing, their scope is also defined as a maximum volume of requests to be issued by the Client towards Pitchy within each contractual year for the Term of the Agreement.

The Price is defined in the Quote, on a case by case basis, depending on these parameters.

Pitchy shall provide the Client with services subscribed to by it at the time of the order.

It is expressly specified that when the Client subscribes to the Services for the requirements of one or more of its departments and/or business units and/or teams as stated in the Specific Conditions, the Client's other departments and/or business units and/or teams as well as the personnel and assistants working on the said services and/or business units and/or teams not expressly referred to in the order or the Specific Conditions may not in any circumstances use the Services.

1. All Clients using the Services are deemed to have read the Agreement and to have accepted its terms expressly and without reservation. Any order from the Client, whether written or spoken, and/or any use of the Services, shall constitute pure and simple acceptance by the Client of the terms of the Contractual Documents.

2.5 The Client shall stand guarantor for respect of the Contractual Document by the Users.

2.6. The Client is advised that the Services may be altered at any time in any way by Pitchy as is standard practice in the SaaS industry, specifically for taking account of changes in the technological or commercial context (except for prices if the Client has already obtained the licence) or the administrative, regulatory or legal context, or for reasons connected with the security of the systems and/or information connected with the said Services.

The Client declares that it has read the full range of technical specifications necessary for using the Services prior to the signature of the Agreement.

Therefore Pitchy shall not be held liable for any malfunction or non-availability of the Services if the equipment and terminals held by the Client and the Users do not satisfy these technical specifications.

ARTICLE 3. OBLIGATIONS ON THE PARTIES

3.1- Pitchy’s Obligations

Pitchy undertakes to provide the Client with the Services in accordance with the Agreement.

Pitchy remains entirely in control of its work methods, tools, know-how and implementation procedures, evolving in accordance with standard practice in compliance with the legal environment of the Service.

Pitchy shall use the premises and equipment of its choice for hosting its solutions. In addition, Pitchy shall freely determine the human resource levels necessary for providing the Services.

Any changes that Pitchy may make to the provision of the Services as regards the implemented techniques, work methods, tools, know-how and/or implementation procedures shall not compromise the provision of the Services to the Client.

Pitchy may update the Services at any time, which may include different or new functions, which  the Client acknowledges and accepts.

Pitchy shall inform the Client in writing (by any mean including emails) of any significant difficulty encountered within the provision of the Services immediately when it becomes aware of them.

Pitchy undertakes to provide the Client with the information and advice needed to take all useful decisions as regards the performance of the Services.

Pitchy is bound by an obligation of advice with regard to elements likely to compromise the proper performance of the Agreement, subject to the proper provision by the Client of all the necessary information.

Customer Service is available for the Client from 10:00 am to07:00pm, Monday to Friday, on the phone, on 01 58 20 15 41, or by e-mail at support@pitchy.fr.

1. Client’s Obligations

The Client shall be responsible for proper use of the Services by its employees, representatives or subcontractors and for the confidentiality of its access codes. The Client must take all steps to ensure that these codes remain confidential, in its own interest. It shall bear all the consequences of unauthorised third-party access to the Services (Pitchy Services consumption price, unauthorised use etc).

The Client therefore has sole responsibility for the use of its account. Any connection or data transmission carried out using the Client's account shall be deemed to have been made by it and entirely at its own risk. It is also specified that the Client has full and exclusive responsibility for use of the Services by any third party who has accessed by keying in the Client's access code.

When completing the list of Users, the Client undertakes to communicate only information that is exact, up to date and complete.

The Client also undertakes to inform Pitchy immediately in writing (including e-mail) if any of its Users ceases to be a member of its personnel or of its assistant firms authorised to benefit from the Services, and likewise when and/or if new persons are given that capacity (especially in the event of extension of licence or arrival of these persons in place of other persons previously nominated as User).

The Client alone shall be responsible for proper function of the Users' computer and/or telephone equipment and for their Internet access.

Immediately on signing the Agreement, the Client shall appoint a single contact person, competent and authorised by the Client, to represent the Client before Pitchy.

The Client must take account of the fact that Pitchy may not know everything about its organisations and work practices. Any ambiguity or inaccuracy must be reported in writing to Pitchy by the Client, as soon as it becomes aware of it.

The Client undertakes to inform Pitchy of any change likely to alter the conditions for provision of the Services.

ARTICLE 4. CONTRACTUAL DOCUMENTS

1. The Agreement expresses the full range of the Parties' obligations with regard to its subject. It cancels and replaces all previous documents and agreements concluded between the Parties. In the event of discrepancy between the contractual documents, the Specific Conditions shall prevail over the General Conditions.
2. The Agreement shall prevail automatically over all the conditions shown in the documents issued by the Client, especially in its own general and specific conditions of purchase. In no event shall the substitution by the Client of its own Terms and Conditions of purchase to these Terms and Conditions may be enforceable against Pitchy, including when Pitchy has already given access to the Services to the Client, unless Pitchy has expressly agreed to these Purchase T&Cs in writing, stating “agreed and signed, consent to the Client’s Purchase T&Cs”.
3. In the event of inconsistency with a previous version of these General Conditions, only the version in force on the date of the Agreement shall apply.
4. The information and business documents relating to Pitchy's Services are outside the scope of the contract and have no binding capacity.
5. Alteration to the Agreement on the Client's initiative

The Client may freely and at any time alter its License or Service Offer by taking out a range of Services at a price higher than that paid on signature of the Agreement. 

This change shall be reflected in an Amendment to the Agreement.

In contrast, any change to a range of Services with a price lower than that taken out may only be made when each Contractual renewal date comes around, provided a written request is sent by RLAR to Pitchy's Client Service, at least two (2) months before the Agreement renewal date.

ARTICLE 5. ENTRY INTO FORCE, DURATION, TERMINATION

1. The Contrat shall be concluded and enter into force upon written acceptance (including by email) of the Quote by the Client or upon signature of a Agreement. Pitchy reserves the right to condition the provision of the Services to the provision by the Client of the following documents :

• The Quote signed by the Client ;
• The Agreement signed by the Client as the case may be ;
• Certificate of incorporation issued less than 3 months ago ;
• The list of Users including their first and last names, department within the company and professional e-mail address.

1. Unless otherwise agreed in writing, Pitchy provides the Services as an periodical subscription for the period of time agreed upon between the Parties as stated in the Quote, with tacit renewal at the end of each term for an identical period of time, whatever the nature of the Services. Therefore and for the avoidance of doubt, when the Services consist in the production of a defined number of Specimens by Pitchy on the initial commitment duration (the “Initial Term”) the Agreement is renewed for the same duration and the same number of Specimens.

At the end of the Initial Term, the Agreement shall be renewed tacitly for successive periods of a duration identical to that of the Initial Term (a “Renewal Term”), unless either Party notifies the other of its termination on the end of the current Term by registered letter with acknowledgement of receipt at least two (2) months before the Agreement renewal date.

1. The Agreement may be terminated automatically by Pitchy at any time, without notice and without the Client being able to claim any compensation, if the Client and/or any one of the Users makes fraudulent use of the Services or Service access codes in any way (most notably by allowing persons not appointed as Users to use the Services), if the Client is subjected to enforced legal recovery during which the receiver does not issue an authorisation for the Client to continue in accordance with applicable law, or if the Client goes into liquidation.

In the situations mentioned in Article 10, and when the reason for the suspension does not disappear, the Agreement may be terminated automatically by Pitchy from the tenth day following suspension of Pitchy's services, without the Client being able to claim any form of compensation.

1. Without prejudice to the provisions of this article or of article 10, if the Client fails to fulfil any one of its obligations under the Agreement, Pitchy shall be authorised, thirty (30) days after a demand is sent by registered letter with advice of receipt advising its intention to make use of the present clause and that demand has still not borne fruit, or immediately in the event of any irrevocable failure, to terminate the Agreement officially, fully or in part, by simply sending a registered letter with advice of receipt, notwithstanding the right to demand compensation for damages suffered.
2. If the Agreement is terminated, and without prejudice to the damages that Pitchy may claim, the sums owed by the Client under the Agreement shall become payable immediately and in full, including the total that would have been due to Pitchy had the contract run to its initially agreed term.

ARTICLE 6. FINANCIAL CONDITIONS

1. The Service prices are those applicable in Pitchy when the Agreement enters into force. Unless otherwise stated in writing, they are expressed, in the Quote, as a lump sum annual amount.
2. Prices are revised annually and automatically on the anniversary date of entry into force of the Agreement based on the evolution of the latest public revised Syntex Index, as per the following formula:

P1 = P0 x S1/S0

where :

• P1 = revised price

• P0 = initial price or last revised price

• S0 = latest Syntec Index as published on the date of the latest revision or initial Index (as published on the date of signature of the Agreement) 

• S1 = latest SYNTEC Index published on the date of the revision.

1. The sums due from the Client include:
2. Implementation costs.
3. The Licence and the options relating to each Service subscribed to.

For the calculation of the total amounts due by the Client as per the Agreement, the provisions stated on the Quote shall prevail on any other source and in case of litigation, except in the case where the Client would evidence a dysfunction of Pitchy’s follow-up system.

All prices mentioned are expressed excluding taxes. Taxes shall be payable by the Client and applied in accordance with legislation in force on the date of invoicing.

All costs and expenses relating to equipment and communication , inter alia, needed in relation to connection and access to and use of the Solution, and any authorisation required in relation thereto, are and shall remain born by the Client.

1. Payment 

Payment shall be made by wire transfer on the bank account specified by Pitchy upon receipt of the invoice. To this end, Pitchy will provide the Client with statement of bank details showing its BIC and IBAN, or SWIFT details whenever necessary.

The annual price for the Services and Licence is payable in one instalment and invoiced upon signature of the Agreement and on the anniversary date for the whole duration of the Agreement.

Any one-shot purchase of a Specimen is invoiced on the date of signature of the Agreement.

If an invoice falling due is paid late, and in accordance with the terms of article L41-10 of the French commercial Code, interests a a rate of three times the French legal interest rate shall automatically apply as from the first date after the due date, as well as a lump sum recovery indemnity of 40€ (forty euros), notwithstanding the full indemnification by the Client of the additional costs that may be incurred by Pitchy.

In the event of default on payment, Pitchy reserves the right to suspend the Agreement automatically without prior notice.

1. Claims

Any private claim concerning the elements of an invoice must be submitted to Pitchy within ten (10) days from the date of issuance of the relevant invoice. A claim will not exempt the Client from payment of the disputed invoice.

In the event of a claim, Pitchy shall conduct an inquiry. Any correction following the inquiry shall be settled as soon as possible.

ARTICLE 7. LIABILITY AND INSURANCE

1. As Pitchy does not exert any control, either a priori or a posteriori, over the use of the Services by the Users, it cannot in any circumstances be held liable by the Client as a result of damages caused by any use of the Services. The Client shall protect Pitchy against any claim, action, court procedure or sentence, even if not definitive, in relation to the said damages.
2. Pitchy undertakes to make every effort to fulfil its obligations under the Agreement, according to current professional and standard practices.  Pitchy shall implement all reasonable means available to it to ensure good-quality access to the Website Platform but is not bound by any obligation of provision.  Pitchy is not able to guarantee continuous availability of the Services provided remotely via the Internet, telecommunications networks or mobile phone network, which the Client acknowledges.

In addition, Pitchy cannot be held liable for any malfunction of the network or servers or for any other event, outside reasonable control, which may prevent or compromise access to the Website. Pitchy undertakes nevertheless to make every effort to obtain reasonable assurance that the Client can access the Website and use it during the times specified herein, that is, 24/24 hours and 7/7 days, including Sundays and public holidays.

Pitchy reserves the right to interrupt, temporarily suspend or modify without prior notice the access to part or all of the Website and the Services, in order to carry out maintenance work or for any other reason, without the interruption conferring the right to any obligation or compensation.

1. Unless specified otherwise, Pitchy is not bound by an obligation to provide advice on the adaptation of the Services to suit the Client's requirements. Any analyses carried out by Pitchy shall be done for information only, purely in the light of information communicated by the Client.
2. If Pitchy fails, partly or completely, to fulfil the obligations incumbent on it under the Agreement, the Client shall have the option, provided it can prove that Pitchy was a fault, to request reparation for any direct damages that it has suffered and can prove.
3. Regardless of the nature, basis and methods of action taken against Pitchy, the compensation due to the Client for direct damages for which it has provided proof may not, except in cases of fraud or serious misconduct by Pitchy, exceed a maximum equal to the sums due, excluding postage, from the Client in application of Article 6 "Financial Conditions" and in relation to the last six (6) months preceding the event(s) that led to the liability being incurred. This total is for all claims combined.
4. Pitchy shall not in any circumstances be liable for:

• Damages attributable to partial or total failure by the Client to fulfil its obligations, especiallyunder the Agreement or under any applicable law, regulation or standard;
• Indirect damages, even if Pitchy was aware of the possibility of such damages arising. The Parties expressly agree that  loss of image, interruption to operations, additional costs linked to switching to another system in the event of non-availability, loss of saving and any action directed against the Client (with the exception of any action connected with counterfeiting) by a third party, shall constitute indirect damage and therefore not carry any right to reparation.
• Damages that could have been avoided had the Client exercised reasonable diligence to that end.
• Damages linked to loss of the Client's  data, as the Client is obliged to assure and verify the safe-keeping, conservation and restoration of the said data, unless storage of the said data is covered by a Service to which the Client has subscribed.
• Damages linked to data supplied by the Client.
• Damages attributable to third parties, especially service providers playing a direct or indirect part in the provision of the Services.

1. Pitchy is not responsible for the content, quality, legality or relevance of the content, files, data and information sent by the Client, or for any loss or destruction of data that may occur during their transfer, especially via telecommunications networks.
2. Pitchy shall give the Client's Users an ID code / password for its internal use of the Services ordered. The password shall be personal and confidential. The Client undertakes not to disclose it to third parties in any form or in any circumstances whatsoever. The Client alone shall be responsible for the storage of passwords and ID codes, and for any use made of them.
3. The Client alone shall be responsible for the parametrisation, adjustments, options and rules of management applied. Pitchy cannot be held responsible in any circumstances for the choices made by the Client.
4. The Client alone shall be responsible for the elements sent by it to Pitchy. The Client guarantees that it owns and/or holds all the rights to use them within the context of the Services, and shall therefore keep

Pitchy protected against any third-party action.

1. In no circumstances may Pitchy be held liable for consequences that give rise to compensation or damages following an event covered by circumstances of Force Majeure.
2. In any case, the Client shall inform Pitchy immediately of any action or claim formulated by any of its clients or by any other third party in relation to the use or function of [...] and immediately send Pitchy all information and documentation useful for understanding the circumstances and the scope of the litigation that may arise therefrom.
3. Pitchy cannot be held liable in the event of use by a third party of the access code communicated to the Client.
4. The Client must assert any claim linked to the fulfilment of the present document within one (1) month of provision of the Services covered by the claim, otherwise the Client's right to claim may be debarred.
5. Each Party undertakes to ensure that it keeps an insurance policy in force with an insurance company and known to be solvent, for the financial consequences of its civil, professional, criminal and/or contractual liability incurred in connection with bodily injury and material and non-material damage caused to the other party and to any third party within the context of fulfilling the Agreement.

ARTICLE 8. CONFIDENTIALITY

1. Each of the Parties agrees to keep strictly confidential all information communicated to it as such (“Confidential Information”) by the other Party or which comes to its knowledge in the performance of this Agreement.

Each of the Parties is therefore prohibited from disclosing the above-mentioned information, throughout the term of this Agreement, for any reason other than the strict requirements of the performance of this Agreement, except in response to a court or administrative order or unless the information in question has fallen into the public domain.

1. Each of the Parties also agrees to enforce the provisions of this Article with all members of its staff and subcontractors concerned, of which it vouches to the other Party.
2. The obligation laid down in this Article shall remain in effect for the duration of the performance of this 

Agreement and will continue after its expiration for a period of two (2) years.

In addition, upon expiry or termination of the Agreement, Pitchy shall return to the Client the stored data in its possession and each Party shall either return to the other Party all documents containing Confidential Information, or assure the other Party of their destruction. Under no circumstances can a copy of the documents containing Confidential Information be stored.

ARTICLE 9. PERSONAL DATA

Pitchy shall protect personal data communicated by their Clients (“Personal Data”) and undertakes to comply with the European and French regulations that are applicable and in particular Law n° 78-17 of 6th January 1978 relating to France's data protection legislation as amended , included by Regulation (EU) 2016/679 of the European Parliament and the Council of 27th April 2016 called “RGPD”

9.1. Data provided by the Client for the performance of the Services 

Pitchy acknowledges that it has been made aware of the confidentiality of all personal data and information contained in the documents and files transmitted by the Client. 

Pitchy undertakes, as a subcontractor within the meaning of Article 4 of the RGPD, to treat, the information transmitted by the Client, the case of the execution of the Benefits, only within the limits of the purpose of this Contract, instructions and the purpose of the treatment as specified in writing by the Client. 

Pitchy expressly guarantees the confidentiality of personal data processed under this contract and that all members of its staff and/or subcontractors who may have access to the personal data provided by the Client as a processing manager are all subject to confidentiality. 

Pitchy undertakes, if necessary, to process the data in accordance with the Client's documented instructions. If Pitchy considers an investigation to be a violation of the European Data Protection Regulation or any other provision of EU law or member law relating to data protection, Pitchy will immediately inform the Client. 

In addition, if Pitchy is required to transfer data to a third country or to an international organization, under EU law or the law of the Member State to which it is subject, it will inform the Client of this legal obligation prior to processing, unless the relevant law prohibits such information for important if it’s of public interest. 

Pitchy is committed to taking data protection principles into account for its tools, products, applications or services from the moment of design and data protection by default. 

Where possible, Pitchy will assist the Client in fulfilling its obligation to respond to requests to exercise the rights of the persons concerned: right of access, rectification, erasure and opposition, right to limit trafficking, right to data portability, right not to be the subject of an individual automated decision (including profiling). 

After the agreement of the Client, Pitchy will notify the competent supervisory authority (CNIL), on behalf of and on behalf of the Clink, violations of personal data as soon as possible and, if possible, 72 hours at the latest after learning of it, unless the violation in question is not likely to pose a risk to the rights and freedoms of individuals. 

After the Client's agreement, Pitchy will communicate, on behalf of and on behalf of the Client, the violation of personal data to the person concerned as soon as possible, where such a violation is likely to pose a high risk to the rights and freedoms of a natural person. 

At the end of the contract, Pitchy commits, at the Client's choice, to: ● Destroy all personal data ; ● return all personal data to the processing data controller; or ● return personal data to the subcontractor appointed by the processing manager 

9.2. Client and User Data 

9.2.1. Data collected and purpose of collection 

PITCHY collects personal information that the Client and Users voluntarily declare to him either from the collection forms made available to him or on the Site, or directly during the implementation and execution of the Contract. 

The information that must be provided is marked with an asterisk on the collection form. 

Personal Information is processed by PITCHY for the purposes of managing Client accounts, marketing and statistical studies, and monitoring the quality of services, with the aim of providing Clients and Users with the most appropriate services. 

PITCHY collects only the data strictly necessary to create and track the Client's Client account and User accounts (his name, name of use, first names, sex, date of birth, professional email address, password), monitoring of the Client relationship such as conducting satisfaction surveys, managing claims and after-sales service as well as carrying out the loyalty, information and promotional achievements of PITCHY (such as sending newsletters) when the Client and the User expressly wished to subscribe to them. 

9.2.2. Data Storage and Hosting 

Personal Information is stored on encrypted computer files and stored on secure storage servers. For video generation, Data are temporarily stored by Google Cloud in Belgium and for permanent storage, the data is processed in the data centers of Amazon Web Services hosted in Europe in Dublin (Ireland).

In any event, PITCHY naturally takes appropriate measures to maintain an appropriate level of confidentiality and security of Personal Information regarding the transfer and receipt of these information, including by contract to all its subcontractors and providers that they implement any appropriate technical and organisational measures, on an ongoing basis, to secure Personal Information and to provide them with the same level of protection as that required by the law. 

9.2.3. Conservation 

Personal information will only be kept on an operational basis for the duration strictly necessary for the purpose for which it was collected and is complete. 

Personal Information will then be archived with restricted access for additional time for limited reasons and authorized by law (payment, guarantee, litigation, accounting or archiving obligations...). After that time, they will be deleted.

The shelf life is as follows:

9.2.4. Transmission of Personal Information

PITCHY will never pass on Personal Information to any third party who may use it for its own purposes, including for commercial purposes and/or direct advertising, without the express consent of the Client and Users.

PITCHY may disclose the Personal Information of Clients to legally authorized agencies and authorities, in theme where disclosure is required or authorized by law, or when PITCHY deems it necessary or appropriate to comply with applicable laws and other texts, or to protect or defend its rights or those of its employees, Clients or any other corporations.

PITCHY may transmit Client personal information to third parties in the event of a transfer, asset transfer, reorganization or liquidation. PITCHY will then notify the Client whether their Personal Information will be subject to a different privacy policy.

Personal information collected may eventually be communicated to third parties related to PITCHY by contract for the performance of outsourced tasks necessary to manage Client accounts or to fulfill orders placed on the Website or by any other means.

Unless expressly agreed by the Client when collecting their Personal Information, PITCHY may not transmit Personal Information to its partners (including the companies of the group to which it belongs) for communication and/or prospecting purposes, including electronic, postal or telephone purposes.

Even after giving their consent, Users can object to the continuation of this communication by sending a letter to PITCHY at 157 boulevard McDonald 75019 Paris.

The Client and Users are informed that data about them can be transmitted for the purposes mentioned above to companies located in countries outside the European Union that have a lower level of data protection than in the European Union. Prior to the transfer outside the European Union, PITCHY will take all necessary measures and guarantees to secure such transfers.

9.2.5. Security

In accordance with the RGPD, Act No. 2018-133 of 26 February 2018 "regarding various provisions to adapt to EU security law and Law 78-17 of 6 January 1978 relating to computer science, files andamended libers and any new laws, decrees taken for its application such as the Digital Republic Act No. 2016-1321 of 7 October 2016, PITCHY undertakes to take all useful precautions, given the nature of the data and the risks presented by the processing, to preserve the security of personal data concerning the Client and Users and, in particular, to prevent his personal data from being distorted, damaged, or that unauthorized third parties have access to it.

9.2.6. Responsibility for clients' treatment and rights

The head of treatments is PITCHY BROS PROD, a one-man simplified share company with a share capital of 1,742.93 euros, registered with the RCS of PARIS under the number 799 416 011, headquartered at 46 Niel Avenue - 75017 PARIS.

In accordance with the RGPD, the Law 78-17 of 6 January 1978 relating to computer science, files and freedoms amended and any new law, decrees taken for its application such as the Digital Republic Act No. 2016-1321 of October 7, 2016, the User can:

- Access all of its data: this right allows the User to ask PITCHY questions about the nature of the treatments concerning him and to request a copy of all the information about him. This right applies regardless of the legal basis of treatment (contract, legal obligation, consent, legitimate interest, etc.).

- opposing the processing of its data: it is the right not to be included in a data processing or to no longer be included in it. This right applies where the treatment is based on PITCHY’s "legitimate interest";

- correct, update, complete and delete declarative data;

- Ask for the portability of its data

- request a limitation of PITCHY's treatment of its Data: this right can be extended when one of the following reasons applies:

● The accuracy of personal data is disputed by the person concerned, for a period of time allowing the processing manager to verify the accuracy of personal data;

● treatment is illegal and the person concerned opposes their erasure and instead demands that their use be limited;

● the person in charge of the processing no longer needs the personal data for processing purposes, but it is still necessary for the person concerned to find, exercise or defend rights in court;

● the person concerned objected to the treatment during the audit on whether the legitimate reasons pursued by the person responsible for the treatment outweighed those of the person concerned.

In addition, the User has the opportunity to provide PITCHY with guidelines on the retention, erasure and disclosure of his Personal Data after his death, which can also be registered with "a certified digital trusted third party. These guidelines, or a kind of "digital will," may designate a person responsible for their execution; failing that, his heirs will be appointed.

In the absence of any direction, the User's heirs can contact PITCHY to:

- Access to treatments that allow "the organization and settlement of the deceased's estate";

- receive communication of "digital goods" or "data akin to family memories, transmitted to heirs";

- closing the client's account and objecting to the continued processing of his Personal Information.

To exercise his rights, the client can apply (by stating e-mail address, name, first name, postal address and a copy of his ID):

- E-mail: contact@pitchy.fr

- By mail at 157 boulevard McDonald, 75019 Paris

A response will be sent within one (1) month of the date the application is received.

The Client can make a complaint to the relevant supervisory authority at any time (in France, the CNIL: www.cnil.fr))

ARTICLE 10. COMPLIANCE WITH THE REGULATIONS IN FORCE AND THIRD-PARTY RIGHTS

1. The Client agrees not to disclose, whether directly or indirectly, in any manner whatsoever and in any form whatsoever, through the Services, content that is illegal or infringes the rights of third parties and in particular content that:

• is contrary to public policy or to good morals;
• is pornographic, paedophilic; offensive, defamatory, harmful to the honour or reputation of individuals;
• is racist, incites racial hatred or evendenial of crimes against humanity, outrageous, contemptuous;
• constitutes a threat of any kind whatsoever addressed to one or more individuals;
• incites an offence, a crime, and more generally any act punishable by law; constitutes hacking in all its forms;
• infringes or violates an intellectual property right (copyrights, related rights, trademarks, patents, industrial designs);
• and more generally breaches privacy, the protection of personal data or 

third party rights.

1. The Client will comply with the laws and regulations applicable to its use of the Services. In this respect and in particular, the Client will comply with:

• the provisions of applicable European and French regulations concerning personal data protection and in particular Law n° 78-17 of 6th January 1978 relating to France's data protection legislation as amended and any new law, decrees adopted for its implementation such as the Digital Republic Law n° 2016-1321 of 7th October 2016 and Regulation (EU) 2016/679 of the European Parliament and the Council of 27th April 2016 called “RGPD” and any subsequent text.  The Client will respect the rights granted to individuals with regard to the processing of data that directly or indirectly relates to them;
• to the rules applicable to direct marketing. In this respect, when messages are sent for the purposes of direct marketing, the Client agrees:

• to verify that the persons named on the Recipient lists are not registered in the lists of subscribers who do not wish to be solicited;
• to verify, unless legally exempt, that the Recipients have given their prior and express consent to receive such messages;
• to provide valid contact details so that the Recipient can send a request for such communications to cease, with no additional cost other than those linked to the transmission of such a request.

1. The Client is solely responsible to the owners of the intellectual property rights in question for the payment of any fees due for the intellectual property rights related to the contents of letters, SMS, videos, sounds, images and more generally any content sent by the Client via the Services, unless these have been provided by Pitchy.
2. Failure on the part of the Client to meet its obligations under this Article gives Pitchy the right to pronounce, as of right and without prior notice, the immediate termination of the Agreement. Pitchy has the right to pronounce the partial termination of the Agreement with regard to the Service(s) affected by the breach leading to the termination. In any case, this termination will take place without the need for legal proceedings or any formality other than sending a simple registered letter with request for Acknowledgement of Receipt. It cannot under any circumstances give rise to any damages for the benefit of the Client.

1. Pitchy reserves the right to cut off access to the Client without notice in cases where such access would jeopardise the functioning or availability of the computer systems, in particular because:

• of abnormal use of the Service
• of a denial-of-service attack via the Client’s access, that is, a deliberate action to degrade the performance or access to the Service;
• of the use of hacking to access Pitchy’s data or systems.

Pitchy reserves the right to cut off access after disclosure of the Client and in the absence of prompt corrective measures from the Client especially in the case of problems related to an infection by a computer virus.

1. The Client warrants Pitchy, as well as any third party or service providers participating directly or indirectly in the performance of the Services, and for this purpose as a stipulation on behalf of third parties, against all consequences, whether direct or indirect, including the financial breach of its commitments under this Article.

1. If the Client is convicted due to its use of the Services, Pitchy may pronounce either the total termination of the Agreement, or its partial termination for the Service used which gave rise to such incrimination.

1. Pitchy may suspend the performance of the Agreement or Service concerned:

• for a period not exceeding three (3) months if putting an end to the Client’s actions is urgent, particularly because of the harm, the risk of harm or the risk of exacerbating harm to the rights of third parties, or of Pitchy;
• in the event of criminal prosecution issued against the Client due to the use of a Pitchy Service by the Client and until the pronouncement of the judgement.

1. The suspension and/or termination pronounced by Pitchy under this Article will take place as of right, without preliminary notice and without any formality necessary other than sending a registered letter with request for Acknowledgement of Receipt.

Pitchy may, however, and, if no urgency precludes it, formally notify the Client to stop the breach in question and to pronounce the suspension or the total or partial termination of the Agreement only in the case where the Client has not put an end to the said breach within the set deadline.

ARTICLE 11. INTELLECTUAL PROPERTY

1. Common provisions

Each of the Parties retains the exclusive ownership of all information, technical and/or scientific knowledge, know-how, trade secrets, data, trademarks, databases, applications, software packages, websites, software (including their source codes), files, drawings, templates, forms and/or any other type of information, in any form whatsoever, whether patentable or not and/or patented or not and all intellectual property rights arising therefrom or attached thereto belonging to or duly held by it on the date that the Agreement enters into force and/or during its performance.

1. Pitchy's property rights

Pitchy remains the owner of all intellectual and/or material rights on the Templates, software packages, software, general and specific developments, settings, methods, know-how, development tools, files, databases, data, documents, including, distinctive signs, drawings, templates, materials (hereinafter referred to collectively as “the Elements”, which are its property and which are used or made available to the Client as part of the services covered by the Agreement.

The Agreement does not entail any transfer of intellectual and/or material property rights over the Elements owned by Pitchy or for which Pitchy has obtained a license or right of use and which are used or made available to the Client as part of the services covered by the Agreement.

Conversely, the Agreement does not entail any transfer of intellectual and/or material property rights over the Elements owned by Pitchy and which are used or made available to Pitchy as part of the services covered by the Agreement.

It is understood between the Parties that the documents made available to the Client by Pitchy cannot be reproduced by the Client, other than for the purpose of transmitting the said documents to Solution Users. These documents remain under the ownership of Pitchy and the Client is prohibited from distributing the content to anyone other than the Users, without the express written consent of Pitchy.

1. License

For the purposes of this License, the following terms shall mean:

1. Pitchy Software: any proprietary or non-proprietary software of which Pitchy holds all or part of the intellectual property rights and provided by Pitchy as part of this Agreement;
2. License Agreement: this License Agreement;
3. Third Party Software: software owned by third parties, participating in the operation of a Pitchy Software and provided or made available to the Client in SaaS mode by Pitchy and for which Pitchy declares to have acquired the relevant rights.

Pitchy Software is the property of Pitchy and/or its partners. Unless prior written consent has been obtained, no use of Pitchy Software may be made or initiated by the Client outside of this License Agreement.

The intellectual property rights associated with the contents and elements displayed in the Pitchy Software provided under the Agreement or accessible through it are the property of their holder. This content may be protected by copyright or other laws and treaties on intellectual property and may be subject to the conditions of use set forth by the third party providing such content. Except where otherwise provided for in the Specific Conditions, (i) this License does not grant you any right to use such content and does not warrant that such content will remain available to you (ii) you are not authorised to use, extract or distribute, for commercial or other purposes, or independently, any photograph, image, illustration, graphic work, audio material, video material or similar content contained in the Software or supplied as part of it, or use the templates or graphic kits out of context or of the intended use of the Software.

Pitchy grants to the Client, for the duration of the Agreement, a temporary, personal, non-exclusive, non-sublicensable, non-assignable and non-transferable right of use by Users, in France and abroad, of Pitchy Software and Templates made available to it under the Agreement.

This right of use is only granted for the sole and exclusive purpose of allowing the Client and the Users to use Pitchy Software for the purpose of benefiting from the application services included in the Services ordered as part of and for the strict requirements of their professional activity, to the exclusion of any other purpose.  This right of use granted to the Client also includes all rights required by the Client to use, for the needs and within of its professional activity, the videos produced by means of the use of Pitchy Software and all the application services attached to it, including once the Agreement has expired for any reason whatsoever

The Client may only use Pitchy Software in accordance with its professional needs, for its intended purpose and for documentation (including all Pitchy documents describing said Pitchy Software and attached services and detailing their specifications, purposes and procedures for use).

This right of use includes all rights required by the Client for:

• the operation and use of Pitchy Software and all application services attached thereto by the Client;
• use by the Users (i.e. all members of the Client's staff duly authorised to use Pitchy Software in accordance with the terms of the Agreement);
• using the Documentation;
• using the videos produced for a professional activity, including after the end of the Agreement and for any reason.

The rights granted to the Client in accordance with these provisions will be extended to any update or new version that replaces and/or supplements all or part of the Pitchy Software, unless the new update or corresponding new version contains specific conditions of use. However, it is specified that Pitchy may, at its discretion, provide Pitchy Software updates and new versions, without this constituting an obligation.

The temporary provision of Pitchy Software under the conditions provided for in this Agreement cannot be deemed as the transfer of any intellectual property right to the Client, within the meaning of the French Intellectual Property Code.

Subject to the provisions of Article L.122-6-1 of the French Intellectual Property Code and any stipulation contrary to this Agreement, the Client strictly prohibits, whether directly or indirectly and not limited to, any reproduction, adaptation, alteration, representation, modification, translation, arrangement, dissemination, decompilation, provision to third parties, marketing, transcription, or use for the purposes of the design, production, dissemination or marketing of software that is the equivalent or replacement of any or part of the Pitchy Software without Pitchy's express written and prior consent.

1. Third Party Software

Whatever the provisions of the documents supporting the Third-Party Software, the rights granted to the Client on the Third-Party Software consist of a simple license agreement.

The said License Agreement is restricted solely to the right to use the said software as part of the Services and solely for the duration of the Agreement. The Client is informed that any other form of use is likely to incur its liability to third-party software publishers and/or their beneficiaries.

In the event of a claim and/or action for infringement brought against Pitchy, its beneficiaries, distributors, agents, licensees and having originated in the use of the Third-Party Software by the Client, Pitchy will inform the Client without delay. If the claim or action for infringement originates from the Client’s failure to perform its contractual obligations under this Agreement and if it has promptly received notification of this claim and obtained the mandate to defend and pursue the claim, it will take responsibility for the defence of Pitchy, in cooperation with the latter, the Client will defend Pitchy, his beneficiaries, distributors, agents, licensees and bear all costs (including legal fees and costs) to pursue the action, as well as any damages awarded to the third party.

However, the Client's liability is expressly excluded if the infringement or the origin of the claim results directly from the elements provided by Pitchy or changes made by the latter to the Third-Party Software.

1. Infringement

Pitchy warrants and undertakes to indemnify the Client against any action for infringement, for unfair competition, complaint, dispute or claim by a third party brought against the Client in connection with the Solution and in particular with respect to the property rights related to the Solution which are granted by Pitchy under the Agreement.

Accordingly, if Pitchy has been promptly notified of this claim and obtained the mandate to defend and pursue the action, it will take responsibility for the defence of the Client, in cooperation with it. To this end, Pitchy will pay all the costs of proceedings, the fees of experts, bailiffs, solicitors and barristers, all damages for which the Client may be sentenced by a court order based on one of the actions or claims referred to in the preceding paragraph and, more generally, all damages caused to the Client as a result of the infringement action.

1. Client Rights

The Client is and remains the sole owner or duly authorised owner of all content, data, files and information of any nature whatsoever that it transmits to Pitchy, either directly or via any of the Websites under this Agreement.

However, the Client grants to Pitchy and any third party, chosen by Pitchy and that Pitchy would replace for the performance of its obligations under the Agreement, a temporary and non-exclusive right to use such content, files, data and information solely for the needs strictly necessary for the performance of the Services.

To this end, Pitchy acknowledges that the communication of elements by the Client does not in any way constitute a transfer of ownership of said elements for any reason whatsoever and that the elements transmitted can only be used for the requirements and performance of the Agreement, with the prior written consent of the Client.

In addition, the archives and documents published by Pitchy as part of the Services by means of the data transmitted by the Client shall be the exclusive property of the Client.

Pitchy must request a written agreement from the Client to communicate certain accomplishments in its references and as an example in its media).

The Client, who is solely responsible for the quality, lawfulness and relevance of the contents, files, data and information transmitted by it and its Users to Pitchy in any way whatsoever as part of the Agreement, guarantees that it owns all necessary rights, particularly intellectual property rights, allowing it to hold, use and transmit to Pitchy the said content, files, data and information for the purpose, in particular, of supplying the Services by the latter or any third party that it would replace in accordance with the terms of the Agreement.

It is therefore the Client’s responsibility to ensure that the files and documents transmitted to Pitchy do not contain information likely to infringe the rights of a third party, to violate the rules of public order or that are contrary to good morals.

Accordingly, the Client agrees to defend Pitchy and to assume liability for and/or indemnify Pitchy for any damages that may result from any action or claim by a third party relating to the possession and/or use by Pitchy of any content, files, data and information provided to it by the Client, in any form and in any manner whatsoever, under the Agreement.

Pitchy grants the Client, in compensation for and as from the complete payment of the agreed price, all intellectual property rights on the videos produced with the Services by the Client in compliance with the terms of the Agreement for their free and personal exploitation, broadcasting, representation and use for professional needs to the exclusion of any other need, for the whole world and for the whole legal duration of these rights.

ARTICLE 12. AGREEMENT OF EVIDENCE AND ARCHIVING

The Services include the use and exchange of numerous amounts of data in electronic format, with no hard copy.  Each Party accepts to not contest the content, reliability or the probative value of a document and the information contained therein based solely on the grounds that the document is established by electronic means and not a hard copy. 

Pursuant to article 1316-1 of the French Civil Code and the agreement expressed between Parties, the electronic means, files, data, messages and computer records saved in the information systems of each Party will be admitted as evidence of communications and exchanges between Parties, to the extent that the issuing Party can be identified and established and preserved in conditions ensuring their security and safeguarding. 

Pitchy archives information concerning the provision of Services for a total duration of no more than three (3) years.

ARTICLE 13. NON-SOLLICITATION CLAUSE

The Client is forbidden to hire or to give work to, either directly or by a third party, any of Pitchy's employees or collaborators, present or future, whatever their specialisation, even if the initial request is made by the Pitchy employee or collaborator.  Any and all hidden or complementary pay is equally forbidden. This behavioural commitment is valid for the duration of the Agreement for a minimum of twenty-four months after the termination of the Agreement has finalised. 

In such as case as the Client not respecting the present article, they will compensate Pitchy (specifically the expenditure on recruitment and selection process, training costs, for damages done to their personal reputation or any commitments already undertaken  on its behalf) by immediately giving a lump sum equalling twelve times the last gross monthly salary or the last monthly earnings excluding tax or of the collaborator in question.

ARTICLE 14. GENERAL CLAUSES

14.1 Assignment

The Agreement is entered into by Pitchy and is of personal nature in relation to the Client.  It cannot be transferred either in part or as a whole, free of charge or for a fee, for any reason, without Pitchy’s express prior written agreement. It is understood, in the case of transferring the Agreement, that the Client will remain attached to the transferee for a period of one (1) year effective after the transferral. 

Pitchy can assign, transfer, offer a third party, in whatever form it may be, the rights and obligations resulting from the Agreement after receiving express prior written agreement from the Client and must notify the Client immediately. 

14.2 Subcontracting

Pitchy can subcontract the Agreement either in part or as a whole. It is expressly agreed upon that Pitchy’s use of Temporary Employment Agencies, is not deemed as subcontracting.  In the case of subcontracting, Pitchy remains responsible for the Services carried out by subcontractors.

14.3 Enforcement – exception for avoidance

In case of breach by any Party of its contractual obligations, the other Party shall be allowed to require the enforcement of such obligations, including in nature. As per the terms of article 1221 of the French Civil Code, the creditor of the obligation will be allowed to pursue such enforcement after a notification by registered letter with acknowledgement of receipt, unless the performance of such obligation is impossible or would be excessively expensive for the debtor compared to the stakes for the creditor.

As a reminder, as per the terms of article 1219 of the French Civil Code, each Party can suspend the performance of its obligations in case of breach by the other Party, if this breach is serious, i.e. susceptible to jeopardize the continuation of the Contract or its economical balance. The suspension shall apply immediately upon written notification by the suspending Party stating that they would use this exception for avoidance.

Such exception for avoidance can also be used as a preventive action as per the terms of article 1220 of the French Civil Code if it is previsible that one of the Parties will not perform its obligations and such non-performance will have serious consequences for the other Party.

14.4 Waiver

Should one Party, not act upon a breach by the other Party, in any of their obligations, this cannot be constructed as a waiver to avail themselves from the future obligation in question.

14.5 Severability

If one of the stipulations within the Agreement is held null or void, the other stipulations would remain unchanged and will continue to be applied as though the null or moot stipulations where not a factor of the Agreement. 

14.6 Applicable law and disputes 

Every dispute arising from the interpretation or execution of the Contact will be attempted to be resolved in a friendly manner.  The Parties agree to meet up to resolve their dispute in the setting of an organised reunion initiated by one of the Parties.

Should this not be possible in the time frame of one (1) month from the holding of the aforementioned meeting, all disputes which may arise from the Agreement, regarding  its validity, interpretation, execution, termination, the consequences and after effects of which will be subject to the jurisdiction of the courts within the district of the Paris Court of Appeal.  The present clause is applied even in the case of appeal in guarantee or of defendants' plurality. The language of the Agreement is English. Only the French Law is applicable to the Agreement.