CGV

The CLIENT and FACTSTORY are individually referred to as a “Party” and collectively as the “Parties”.
 
ARTICLE 1: DEFINITIONS
·       Agreement: means this document, consisting of the General Conditions, as well as the price quote and the Project Brief as this term is defined in Article 4.1.
·       Content: means all the Raw Content and the Report.
·       Credits: means the credits at the beginning and the end of Report including the graphic material, the name and title of the persons interviewed, the credit and copyright of musical works and sound recordings, the name and position of the Report Team members.
·       Raw Images: means all the raw images (it may be altered images in the event of a Photo Report) and any original item from the video camera (in the event of a Video Report) made by FACTSTORY during the filming of the Report.
·       Report: means, the text, video or photo produced by FACTSTORY in connection with its provision of Services hereunder. 
·       Report Teams: means all the professionals (in particular journalists, photographers, cameramen, technicians, editors, etc.) in charge of conducting the Report. 
·       Service: means the service performed by FACTSTORY as set out in the price quote and, if any, in the Project Brief. 
·       Term: means the whole duration of the Agreement.
 
ARTICLE 2: PURPOSE 
The purpose of the Agreement is to define the conditions in which: 
-         FACTSTORY will perform the Service including the Report for the CLIENT, 
-         FACTSTORY will make the Content available to the CLIENT and will transfer the rights pertaining thereto. 
 
ARTICLE 3: DESCRIPTION OF THE SERVICE
The CLIENT wishes to entrust FACTSTORY with the production, editing and delivery of the Report mentioned in the price quote.
The production, if any, editing and delivery of the Report will be carried out according to the steps described in Article 4 below, the technical specifications mentioned in the Project Brief and, more generally, in accordance with the provisions of this Agreement. 
 
ARTICLE 4: PERFORMANCE OF THE SERVICE
4.1 Project Brief
The CLIENT must specify all the useful elements for conducting the Report and at a minimum: (i) the event or the subject to be covered, (ii) the duration of the Report, (iii) the location, (iv) the filming dates, (v) the technical specifications and (iv) the delivery date (hereinafter the “Project Brief”). 
4.2 Performance of the Service
a) Once the Project Brief is validated by FACTSTORY, and the corresponding price quote is countersigned by the CLIENT, FACTSTORY will appoint at least one expert to conduct the said Report. 
b) FACTSTORY will manage the schedule for the completion of the Service in accordance with the deadlines provided for in the price quote and/or the Project Brief. 
FACTSTORY will inform the CLIENT, as soon as possible, of any obstacles that are likely to hinder the smooth functioning of the Service.
c) The Report will be conducted in accordance with the specifications mentioned in the Project Brief.
d) FACTSTORY reserves the right to refuse the performance of the Report in case of fortuitous event.
e) In the event of a conflict between a price quote and the terms of the corresponding Project Brief, the terms of the price quote shall prevail. 
 
ARTICLE 5: OBLIGATIONS OF THE CLIENT
The CLIENT undertakes to: 

• provide FACTSTORY with the information for the Project Brief, conduct the Report and  provide the price quote countersigned; 

• provide FACTSTORY with the Credits for the Report, if applicable; 

• provide FACTSTORY with the musical works that the CLIENT wishes FACTSTORY to integrate into the Report, if applicable; 

• obtain beforehand and maintain all the authorisations required to use the Content;

• obtain the necessary accreditations for the filming of the Report unless otherwise specified in the Project Brief and/or the price quote;

• be responsible for its own compliance with the legislation in force, in particular that in relation to advertising.

 
ARTICLE 6: ASSIGNMENT OF RIGHTS IN THE CONTENT
6.1 Assignment
It is expressly agreed that the once off remuneration as mentioned in the price quote covers the assignment of the Content to the CLIENT, as and when it is completed, including the exclusive right to use (reproduce, represent, modify, translate into any language, adapt to any forms, integrate into another report, multimedia or audio visual, loan or rent out) the Content as many times as it considers useful, through any means, in any language and in any form whatsoever, in particular digital, via current and future means of electronic communication, on all current and future electronic storage devices, such as online databases and search engines, for the purposes of internal and/or external communication and/or promotional needs of the CLIENT, as long as these uses do not generate income. In the event of using the Content for advertising, with the purchase of spaces or goods and in the event that the CLIENT would plan to receive income, the CLIENT undertakes to meet with FACTSTORY in order to obtain prior written authorisation and to negotiate additional remuneration in good faith.
This assignment is granted to the CLIENT for the whole duration of the intellectual property protection as defined in French law and throughout the world. 
Members of the Report Team who can claim a moral right on the Content made retain the benefit thereof.
The CLIENT expressly agrees that FACTSTORY may use the Content, directly or via AFP or its subsidiaries, (in particular the reproduction, representation and adaptation rights), as many times as it/they consider useful, in any language and in any form whatsoever, in particular digital, by any current or future means of electronic communication, on any current or future electronic storage devices, such as platforms, online databases and search engines, for the purposes of promoting the services of FACTSTORY, directly or via its distributors, partners, AFP or its subsidiaries with their clients for all their current and future products and services. For this purpose, and subject to the provisions of article 10, the CLIENT agrees that FACTSTORY may indicate its name as a FACTSTORY client in the promotional documents of FACTSTORY and in its services as well as on the website which can be accessed at http://www.factstory.agency and on AFPFORUM.
6.2 Non-infringement
The CLIENT may only use the Content subject to it not infringing the rights of FACTSTORY (or those from whom FACTSTORY would have obtained the licensing rights, if applicable), and not to distort the meaning of this Content or to render this same (being otherwise non-contentious in character) defamatory and/or in contravention of the intellectual property rights of a third party or any other property right, right to privacy or image reproduction right.
The CLIENT also undertakes not to use the Content in a manner contrary to the laws and regulations in force in each country where it is used. 
6.3 Third-party authorisations
The CLIENT acknowledges that FACTSTORY does not obtain releases from subjects, individuals, groups or entities contained in the Content and further, that no release is obtained from the owners of any trademarks or copyrighted materials whose marks and materials may be found in the Content.
The CLIENT is solely responsible for obtaining at its own cost and maintaining any and all necessary releases, licenses, right clearance or consents from whatever individuals and/or entities are necessary to receive and use the Content which may be protected by proprietary rights, copyright, neighboring rights (including, without limitation, moral rights and performers’ rights) or privacy rights prior to the use of the Content, including, but not limited to, (a) clearances from people whose name, portrait, image or performance appear in the Content and/or (b) clearances from the author or the relevant society of authors in respect of musical works, sound recordings, buildings, works of art, designs, public monuments and/or other inanimate objects contained in the Content, (c) for securing, at its sole cost and expense, all licenses necessary for the broadcasting and/or reproduction of the Content.
6.4 The CLIENT's responsibility
The CLIENT chooses, selects, reproduces and communicates the Content to the public under its sole and entire responsibility. 
Any modifications of the soundtrack (musical works, sound recordings, comments, interviews) which sometimes accompanies the Content fall under the exclusive responsibility of the CLIENT, who undertakes to assume the consequences thereof.
6.5 Distribution of the Content on AFPForum
For the purpose of the distribution of the Content on FACTSTORY section of AFPForum, if such distribution is requested by the CLIENT and set forth in the price quote, the CLIENT, as the copyright owner of the Content, grants to FACTSTORY, on a worldwide and non-exclusive basis, a sublicensable license, for the whole duration of the intellectual property rights and throughout the world, to use, display and distribute the Content on AFPForum as many times as FACTSTORY consider useful. 
Pursuant to this license, AFP Services shall have the right to display, distribute, copy and archive, the Content on AFPForum, in any language and in any form whatsoever, directly or via its parent company Agence France-Presse (“AFP”), and FACTSTORY and AFP may sublicense such Content to AFP or FACTSTORY’ clients, directly or via distributors, partners, or subsidiaries, for use (reproduction, display, communication to the public, modification, adaptation to any forms, integration into reports, multimedia or audio visual material, transmission, loan or rent out) without restrictions of such Content in the AFP clients’ services and/or FACTSTORY clients’ services, throughout the world, for any purposes, including editorial and commercial purposes. The CLIENT shall be fully responsible for any third-party claim made in relation to the use of the Content distributed on AFPForum and shall indemnify and hold harmless AFP, AFP Services, and their clients, from any damages, expenses, costs, losses and liabilities arising out or related to such third-party claims.
 
ARTICLE 7: DELIVERY OF THE CONTENT
7.1 FACTSTORY will deliver the Report within the timeframe set forth in the price quote or the Project Brief. 
7.2 In the event of changes to the terms of delivery of the Content, the approval of the Parties must be formalized in writing and a new price quote may be issued for the CLIENT to sign.
 
ARTICLE 8: FINANCIAL CONDITIONS
8.1 Fees
8.1.1 In compensation for rendering the Services provided for in Article 3 and the delivery of the Content provided for in Article 7 of the Agreement, the CLIENT must pay FACTSTORY the fees mentioned in the price quote countersigned by the CLIENT.
8.1.2 The fees provided for in Article 8.1.1 above include the costs related to making the Report (expenditure for food, transportation, accommodation, equipment rental) but do not include additional fees which may be incurred in connection with overtime. The costs relative to the Report are established by FACTSTORY and specified in the price quote sent to the CLIENT in accordance with Article 4.
The estimated fees may however be subject to a revision at the time of the invoicing provided the approval of the CLIENT has been obtained in advance or a new price quote has been countersigned by the CLIENT. If the CLIENT refuses to countersign the new price quote, FACTSTORY will be entitled to terminate the Agreement by sending a registered notice and the CLIENT will have to refund the fees relating to the actual costs incurred.
8.1.3 Without prejudice to the provisions of Article 8.1.1, the CLIENT undertakes to pay FACTSTORY, for a shooting request cancelled by the CLIENT less than twenty four (24) hours before filming commences:
(i) fifty per cent (50%) of the set amount excluding taxes and duties of the Report, and
(ii) the total potential costs incurred. 
8.1.4 The CLIENT acknowledges that no amount due to FACTSTORY under this Agreement will be reimbursed for any reason whatsoever. 
The fees due by the CLIENT to FACTSTORY will be paid by bank transfer within thirty (30) days of the invoice made out on the basis of the price quote countersigned by the CLIENT and sent by FACTSTORY.
In addition to the fees, the CLIENT will pay to FACTSTORY, or the relevant taxing authority as appropriate, all applicable taxes and duties (including, but not limited to withholding tax) payable in respect of the CLIENT’s use of the Content, so that after payment of such taxes and duties the amount FACTSTORY receives is not less than the fees. 
8.2 Late payment  
In the event of a delay in payments due to FACTSTORY, FACTSTORY reserves the right:
- to suspend the Services, subject to a notice of twenty four (24) hours from the first presentation of a registered letter with acknowledgement of receipt, without any formality, and    
- to claim compensation from the CLIENT per day of delay equal to three (3) times the French legal interest rate in force on the payment date shown on the invoice applied to the amounts due. These penalties are payable without a reminder being necessary and will not be capped.

ARTICLE 9: INSURANCE
Each Party declares that it holds an insurance policy covering its professional civil liability and operational civil liability regarding the obligations for which it is responsible and undertakes to maintain them for the duration of the performance of the Agreement. 
 
ARTICLE 10: TRADEMARKS
Each Party is the sole and single holder of the rights relating to the name, trademarks and logos belonging to it. If a Party wishes to use the name, trademarks and logos belonging to the other Party for promotional or advertising purposes, it is up to that Party to obtain the prior written agreement of the other Party (except in the cases referred to in Article 6.1). This use is determined by the strict adherence of the user Party to the other Party's graphic style guide.
 
ARTICLE 11: TERM
This Agreement is entered into for the term of the Service delivery as mentioned in the price quote.
However, the Parties agree that the articles 6, 10, 13, 16, 17 and 18 will survive the expiry or the termination of the Agreement for any reasons whatsoever. This provision shall also apply to all the articles that, by their nature, are intended to survive the expiry of the Agreement.
 
ARTICLE 12: TERMINATION OF THE AGREEMENT
12.1 In the event of a breach by one of the Parties of all or part of its contractual obligations, the other Party may send a registered letter with acknowledgement of receipt, listing the breach or breaches observed and granting a period of fifteen (15) calendar days to remedy the situation. If this letter should remain without response after this period, the Party wishing to bring an end to the Agreement must send a second registered letter with acknowledgement of receipt, indicating the date on which the Agreement will be considered automatically terminated, without prejudice to additional damages.
12.2 In the event of termination of the Agreement due to a breach attributable to the CLIENT or in the event of unilateral termination of the Agreement by the CLIENT for reasons other than those provided for in the Agreement, FACTSTORY reserves the right to claim the following from the CLIENT: (i) the payment of all sums which would be due to FACTSTORY, (ii) any relevant recovery costs incurred by FACTSTORY including, in particular, the reasonable lawyer fees, (iii) compensation equal to the amount of any exceptional discounts granted to the CLIENT, as well as (iv) the total amount of the remunerations that the CLIENT would have had to pay FACTSTORY from the date of termination of the Agreement until the day on which the Agreement was supposed to expire, minus the costs saved by FACTSTORY due to stopping the Service delivery.
12.3 In the event the CLIENT did not provide FACTSTORY with the full information necessary to make the Report in the timeframe set forth in the Project Brief or as decided in written exchanges between the Parties, it is understood that FACTSTORY will be able to suspend and/or terminate the Agreement if the notice sent by registered letter remains without effect for three (3) working days following its first presentation. The CLIENT will have to refund FACTSTORY the actual costs incurred by FACTSTORY, upon presentation of the corresponding receipts, whether or not performance of the Report has started.
12.4 Each of the Parties may terminate the Agreement immediately and automatically by means of a registered letter with acknowledgement of receipt if it should become illegal for one of the Parties, for any reason whatsoever, to continue with the performance of the Agreement. FACTSTORY may terminate the Agreement immediately by means of a registered letter with acknowledgement of receipt in the event of modification or extinction of the agreement signed by FACTSTORY necessary for the supply of all or part of the Content. With regards to an external cause, the Parties agree that no damage may be claimed. 
 
ARTICLE 13: LIABILITY – INDEMNIFICATION
13.1 The Parties agree to indemnify and hold each other harmless for any and all liabilities, losses, claims, demands, actions, proceedings, damages, costs, and expenses including, but not limited to reasonable legal fees and expenses arising out of or in connection with any third party’s finally adjudicated claim or suit based upon an actual breach of the Parties’ obligations and/or warranties under this Agreement except as limited herein. 
FACTSTORY undertakes to take all care normally used in the profession in the implementation of services provided to the CLIENT. However, FACTSTORY will in no event be held liable in the following cases:
-                brief voluntary interruptions in order to update certain files and/or the development of the IT system in order to improve the performance thereof and/or to ensure the maintenance thereof. FACTSTORY undertakes to implement all technical measures to mitigate such brief interruptions in the delivery as soon as possible;
-    operational problems or brief interruptions in its services, outside of its control, in particular in the case of interruptions in the electricity supply services, IT services (in particular in the case of infrastructure overload) or telecommunications;
-    bad transmissions due to a defect or a malfunction in the transmission networks. In fact, the CLIENT agrees that the current transmission protocols via the Internet do not ensure the certain and continuous receipt of messages, the integrity of the documents transmitted or the identity of the sender.
13.2 If the Report to be performed comprises contemporaneous news text coverage, it may, by the nature of developing events, contain errors including sequence, completeness, accuracy and/or reliability. FACTSTORY shall make its best efforts to provide accurate and reliable information but makes no warranty as to the sequence, completeness, accuracy and/or reliability of the Content and shall not be held liable for any delays, inaccuracies, errors or omissions therefrom. FACTSTORY has complete editorial freedom in the form and content of the Content and may alter the same from time to time. Such alterations may include, but are not limited to, withdrawing items and publishing corrections. The CLIENT agrees to take prompt action in response to corrections and withdrawals issued by FACTSTORY and to promptly incorporate the latest corrected version in any service or, in the case of withdrawals, to immediately remove any withdrawn item, including archived versions of such item. The CLIENT is responsible for providing the details of an Editorial/Content contact to FACTSTORY, and for maintaining such information up-to-date at all times.  
13.3 FACTSTORY will not be liable to the CLIENT for any loss of revenue, profit or indirect, incidental, special, punitive, consequential or other similar damages whether based on tort (including without limitation negligence or strict liability), contract, or other legal or equitable legal grounds, nor for any harm to the CLIENT’s image.
 
ARTICLE 14: FORCE MAJEURE
During the Term, neither Party shall be liable for damages for any delay or default in their respective obligations under this Agreement, if such delay or default is caused by third parties and/or conditions beyond their control, (including but not limited to acts of God, catastrophes, government restrictions, wars, acts of terrorism, insurrections, strikes, fires, floods, special events cancellation, failure of equipment or transmission difficulties or work stoppages). The Party rendered unable to perform or delayed in performing by the event of Force Majeure shall promptly inform the other Party upon written notice. So long as any such delay or default continues, the Party affected by the conditions beyond its control shall keep the other Party at all times fully informed concerning the matters causing the delay or default on the prospects of their ending. In the event the delay or default exceeds one (1) month from the receipt of the notice by one Party, then the other Party may, so long as the delay or default continues, terminate this Agreement upon one (1) week’s written notice to the Party whose performance is delayed. 
 
ARTICLE 15: RELATIONSHIP OF THE PARTIES
Nothing contained herein shall be construed as creating an agency, partnership, or other form of joint enterprise between the Parties. Neither Party may bind the other in contracts with third parties, or make promises or representations on behalf of the other Party.  Employees and agents of one Party are not for any purpose employees or agents of the other. 
 
ARTICLE 16: CONFIDENTIALITY
The Parties shall keep strictly confidential all information in any form or medium whether disclosed orally or in writing before or after the execution hereof designated as such by either Party together with all other information which relates to the business, affairs, products, software, developments, trade secrets, know-how, personnel, agents, customers, subscribers and suppliers of either Party, including the terms of this Agreement, or information which otherwise may reasonably be regarded as the confidential information of the disclosing Party. This confidentiality extends to the login and password provided to access the usage or royalty amounts, and editorial content sourcing and news-gathering techniques, computer programs and computer codes used in the formatting and transmission of information between the Parties. However, the term confidential information shall not include any information disclosed which a) is on the Effective Date, or thereafter becomes, publicly known without violation of this Agreement, b) is demonstrably developed at any time by the receiving Party without use of confidential information, c) is legitimately obtained at any time by the receiving Party from a third party without restrictions in respect of disclosure or use, or d) is required to be disclosed by any applicable law, regulation or by order of a court of competent jurisdiction. Each Party agrees that it shall disclose confidential information only to those of its personnel or authorized representatives who need to know such confidential information for the purpose of this Agreement and who are bound by suitable confidentiality obligations, either as a condition of employment or prior to obtaining the confidential information, to protect the confidentiality of such confidential information. The recipient Party will be liable as primary obligor for any breaches of this article notwithstanding that such breaches were committed by its personnel or authorized representatives (with or without recipient’s knowledge). 
 
ARTICLE 17: GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of France and the Parties consent to jurisdiction of the competent Paris Courts, even in case of multiple defendants.
 
ARTICLE 18: NON-SOLICITATION OF PERSONNEL 
The CLIENT is not allowed to hire or employ in any other way, directly or indirectly (company, affiliate or third-party) any employee, free-lancer, or more generally any supplier of FACTSTORY involved in the making of the Report. This clause shall remain in force for the duration of the Agreement, and for twelve (12) months after its termination for whatever cause.
If the CLIENT does not comply with this obligation, it shall compensate FACTSTORY by paying an amount equal to the gross salary or gross remuneration that the person received in total from FACTSTORY, during the twelve (12) months preceding its departure.

ARTICLE 19: ELECTION OF DOMICILE
For the performance of this Agreement, each Party elects domicile at its registered office. Any change in domicile by one of the Parties will not be binding on the other Party before the end of a period of fifteen (15) calendar day from the notification thereof made by registered letter with acknowledgement of receipt.
 
ARTICLE 20: ASSIGNMENT OF THE AGREEMENT TO A THIRD PARTY
The Agreement binds the Parties and will be binding on their legal representatives, successors and assignees. The Agreement can only be assigned in full or in part, free of charge or for a price, to a third party by a Party with the prior written agreement of the other Party.
 
ARTICLE 21: INTEGRITY OF THE AGREEMENT/NULLITY/MODIFICATIONS
The Agreement expresses the entirety of the contractual obligations of the Parties on the Effective Date relative to the purpose of the Agreement. It replaces any oral or written agreement and any correspondences before the Effective Date of this Agreement and pertaining to the purpose of this latter. If one or several of the Agreement stipulations are held to be invalid or declared as such in application of a law, regulation or following a final decision by a competent court, the other stipulations of the Agreement will keep their force and scope.
Any notification between the Parties under this article must be made via registered letter with acknowledgement of receipt. Any notification between the Parties made via registered letter with acknowledgement of receipt under this Agreement will be considered received on its date of first presentation. 
 
ARTICLE 22: SECTION HEADINGS 
The section headings in the Agreement are indicated for better understanding and must not be interpreted as replacing or modifying the content of the clauses themselves.
 
ARTICLE 23: WAIVER
 No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.