Article 1 – PURPOSE

These general terms are intended to define the conditions for involvement of SIXIEME SON, an agency specialized in sound identity, musical design and audio streaming for retail spaces, for the provision and proper operation of a “turnkey” audio streaming solution for the CLIENT, a member of a network of points of sale under the company name of the BRAND in Europe.

By the act of placing an order, the CLIENT acknowledges having read the general terms of sale herein, and of having accepted them without reservation.

Article 2 – SIXIEME SON’S OBLIGATIONS

As part of its turnkey offer of an audio streaming system, SIXIEME SON is committed to providing the following services to the CLIENT:

– The selection and provision of music content validated by the BRAND for the audio streaming of the CLIENT’S sales spaces.

– The shipment of the player containing the content.

– The subscription to the broadcast software (webradio).

– The music programming update.

– The management of the sending of content directly to the player.

– The duplication rights.

– The management of invoicing.

Article 3 – PRICES AND TERMS OF PAYMENT

3.1 – PRICING

The pricing for the service rendered by SIXIEME SON to the CLIENT and due by the latter is divided into two parts:

The establishment of the service with the CLIENT, which includes:

– The shipment of the player and its acquisition by the CLIENT.

– The provision of initial playlist, including 500 music titles.

– The corresponding duplication rights.

The amount of this service is €400 excluding taxes (four hundred Euros excluding taxes).

Annual updates, which includes:

-400 new titles added to the initial playlist: 2 updates each including 200 new titles.

-The subscription to the broadcasting software.

-The player must be connected to the internet in order to receive updates.

-Duplication rights included.

The total amount of this service is €500 excluding taxes per year (five hundred Euros excluding taxes).

All prices are excluding taxes and have been negotiated with the BRAND.

These rates notably do not include:

• The physical installation of the player on site by a dedicated person;
• The broadcasting equipment (amplifier, speakers, connecting cables) necessary for the audio streaming for the CLIENT’S sale spaces.

If the CLIENT leaves the BRAND’s network and/or desires a specific playlist different from that proposed by SIXIEME SON, the CLIENT will not be able to benefit from the above rates or any part of the music content ratified by the BRAND.

3.2 – INVOICING

Invoices will be issued for a calendar year, from January 1st to December 31st. For the first year, the prorated invoice will be sent for the period starting from the subscription date, until December 31^st.

Invoices will be sent to the address entered on the purchase order issued by the CLIENT.

3.3 – PAYMENT

Invoices will be paid by the CLIENT by direct transfer to the account of SIXIEME SON. The time limit for payment of invoices is thirty (30) days from end of month.

Account holder: SIXIEME SON COMMUNICATION

Domiciliation : Banque Populaire Rives de Paris (BPRIVES BOSQUET)

IBAN : FR76 1020 7000 1904 0190 4189 508

BIC : CCBPFRPPMTG

If the CLIENT leaves the BRAND network and/or asks SIXIEME SON to create a playlist that is different and specific to its point of sale only, it will not benefit from the rates indicated above and negotiated by the BRAND, or from part or all of the playlist established between SIXIEME SON and the BRAND.

3.4 – ownership

The player delivered remains the property of SIXIEME SON until full payment of the corresponding invoice.

Notwithstanding, this retention of ownership clause, the CLIENT will be solely responsible for the risks in the event of loss or destruction of the product sold upon its delivery. The CLIENT will also incur the cost of the insurance and immediately subrogates to the vendor of all its rights to the compensation which would be paid in the event of loss or theft of the equipment sold and not yet paid for.

Article 4 – DURATION AND TERMINATION CONDITIONS

As from the date of shipment of the player, The CLIENT commits for a period of twenty-four (24) months. At the end of this period and in the absence of termination, this commitment will be extended by automatic renewal for successive periods of twelve (12) months.

The customer can terminate its commitment with a minimum three (3) months notice prior to its initial term or before the end of each period by registered letter with acknowledgement of receipt.

As soon as this termination becomes effective, the CLIENT will no longer have access to the musical content made available on the player.

If the BRAND decides to terminate its contract with SIXIEME SON, SIXIEME SON will notify the CLIENT within a maximum period of fifteen (15) working days. This will result in the immediate termination of the CLIENT’S subscription with SIXIEME SON.

Article 5 – DELIVERY

SIXIEME SON cannot be held responsible for delays in delivery attributable to the carrier or to any other fortuitous event.

It is up the CLIENT who discovers any damage to the packaging to express reservations about usage with the carrier without delay.

Article 6 – SIXIEME SON’S GUARANTEES

For the duration of this contract, SIXIEME SON will assume full and sole responsibility for the provision of all the services, the coordination of the project between the different parties, and will provide the CLIENT with all the services, as defined in article 3 of these general terms of sale.

The installation, changes, updates and new versions of the music content and the player will not cause any degradation of performance and no loss of data, features, or general properties of the CLIENT’S hardware and audio streaming SIXIEME SON will assume for the CLIENT the full responsibility for the proper performance of this obligation, provided that the CLIENT actually meets the technical prerequisites referred to in article 5 of the present general terms of sale.

SIXIEME SON guarantees the CLIENT that all the titles and music chosen in the musical content and the updates may be played within the exclusive context of the CLIENT’S sales space subject to payment by the CLIENT of the usage rights as referred to in article 6 of the present general terms of sale. SIXIEME SON also warrants the CLIENT against any litigation or extra-litigation that would be exercised as such, in any place whatsoever. In this context, SIXIEME SON undertakes to compensate the CLIENT for all the consequences of all types of proceedings undertaken on the basis of such actions.

SIXIEME SON commits to refrain from offering the same selection or a selection containing at least 75% of the content common to the playlists to any third party not belonging to the BRAND’S network.

Article 7 – PLAYER GUARANTEES

The guarantee of the player provided is 2 years from the date of delivery. SIXIEME SON is responsible for the legal guarantee in the event of a hidden defect or failure of the article sold by application of articles 1641 and following of the Civil Code.

In the event of a physical and non-software malfunction, the equipment must be returned to SIXIEME SON at the CLIENT’S expense. Replacement equipment will be provided and sent on site to ensure continuity of service within a period of 3 to 5 working days.

If the problem persists and the guarantee applies, the CLIENT must adhere to the following procedure:

• Inform SIXIEME SON of the defect found and, if no solution is found to repair it, request a return authorization number;
• Enclose a delivery note, stating the return authorization number as well as a description of the defect found.
• Return the equipment, shipping charges paid by the CLIENT;
• Any misuse due to shock, modification or out-of-tolerance environment (power supply, lightning, humidity, temperature, etc.) void the equipment guarantee.

SIXIEME SON, with the help of its technical service provider, will assign the personnel necessary for the provision of these assistance services.

Beyond the guarantee period, repair charges for returned equipment are the responsibility of the CLIENT.

Article 8 – CLIENT’S OBLIGATIONS

In the context of the implementation of the “turnkey” audio solution offered by SIXIEME SON, the CLIENT is required to implement the prerequisite components necessary for the proper functioning of the equipment and the system. These prerequisites are formalised in the document or the information provided during the deployment process. In summary, these components are the following:

• The availability of an existing sound system for broadcasting an analogue audio stream (amplifier or hifi system + speakers).
• The availability of an operational Internet access allowing access to the player (according to the prerequisites mentioned on the chart provided by the BRAND and on the site prior to registration) and to receive updates.
• Availability of access, via the Internet, to the player from the exterior for remote maintenance purposes (according to the prerequisites mentioned in the chart provided by the BRAND and on the site prior to registration).

Article 9 – CLIENT’S GUARANTEES

The CLIENT declares to and guarantees SIXIEME SON that it has exercised or will exercise, at its costs and under its sole responsibility, all the administrative procedures regarding the usage of music at its point of sale (including with the tax authorities and the societies for the collective management of rights, patents, trademarks, etc. (SACEM/SCPP/SPPF)), which are necessary due to the conclusion of this contract for the use of the music content provided by SIXIEME SON.

Apart from the execution of this contract, the CLIENT is prohibited from making any reproduction, even partial, and in any form whatsoever, of the music content delivered by SIXIEME SON under penalty of immediate termination of this contract, and subject to any damages and interest.

The CLIENT commits to not make the musical content available on the Internet, or any other broadcast network (film, telephony, event playlists, etc.). It undertakes to not record any part of the music content on any medium whatsoever other than for the purpose of audio streaming it in its retail space.

In general, the CLIENT is prohibited from any exploitation of the music content outside the strict framework of audio streaming in its sales spaces.

Article 10 – JURISDICTION AND APPLICABLE LAW

The applicable law is French law.

Any dispute concerning the interpretation or execution of this contract which cannot be resolved amicably within three months of its occurrence will be subject to the jurisdiction of the Paris tribunal of commerce.