Preamble

Dropflow (hereinafter "Dropflow" or the "Platform") is an online SaaS (Software as a Service) offering intended for record labels, producers and rights holders, enabling them to generate promotional materials (audio snippets, videos, presskits) from their music releases, as well as to share promotional codes and redeem feedbacks. These Terms of Use (hereinafter the "Terms") set out the terms and conditions under which the User accesses and uses the Service, as well as the rights and obligations of the parties in this respect.

Dropflow is published by Cyberlife Music, a SASU with share capital of 1€, registered with the Trade and Companies Register (RCS) of Paris, France, under number 932 920 432, with its registered office located at 60 Rue François Ier, 75008 Paris, France (hereinafter the "Publisher").

Article 1 : Definitions

In these Terms, the following capitalised terms have the meaning set out below:

- Publisher: the company publishing Dropflow, as identified in the preamble and in the Legal Notices.

- Platform / Service: all the features, tools and content accessible via Dropflow, in particular the generation of audio snippets, videos, presskits and promotional codes.

- User: any natural or legal person holding an Account and using the Service.

- Account: the personal space enabling the User to access the Service.

- Release: a music release (single, EP, album or other) declared by the User within the Platform.

- User Content: all items uploaded or entered by the User, in particular audio files, visuals (artworks), texts, metadata, label and artist name.

- Assets: the components of, or items associated with, a Release (music, artwork, texts, etc.).

- Snippet / Excerpt: an audio or audiovisual excerpt generated by the Platform from a Release.

- Presskit: a press kit generated by the Platform.

- Promotional code: a code generated and shared via the Platform granting access to a Release under the conditions defined by the User.

- Credit: a prepaid unit consumed when using certain features of the Service (per-release billing model, known as "*pay-per-release*").

- Generated Content: any material (Snippet, video, Presskit, etc.) produced by the Platform from the User Content.

Article 2 : Purpose

The purpose of the Terms is to govern access to and use of the Service. They constitute the contract binding the Publisher and the User for use of the Platform.

Article 3 : Acceptance and enforceability of the Terms

Access to and use of the Service require full and unreserved acceptance of these Terms. This acceptance is evidenced upon creation of the Account, by means of a dedicated checkbox, and constitutes a contractual commitment. Any User who does not accept all or part of the Terms must refrain from using the Service. The Publisher reserves the right to amend the Terms under the conditions of Article 17.

Article 4 : Access to the Service and Account creation

4.1. Capacity.

The User declares that they have the legal capacity required to contract and, where acting on behalf of a legal person, that they have the power to bind it.

4.2. Professional nature.

The Service is intended for professional use, within the framework of the User's label, production or music rights exploitation activity (see Article 5).

4.3. Accuracy of information.

The User undertakes to provide accurate, truthful, complete and up-to-date information upon registration and throughout the use of the Service. They undertake to keep it updated in the event of any change. The Publisher cannot be held liable for the consequences arising from erroneous, incomplete or outdated information provided by the User, who alone bears responsibility for it.

4.4. Credentials and Account security.

The User is responsible for the confidentiality of their login credentials and for any activity carried out from their Account. They undertake to inform the Publisher without delay of any unauthorised use. The Account is strictly personal and may not be transferred or shared without the Publisher's consent.

Article 5 : Professional User status and right of withdrawal

The Service is intended primarily for professionals acting within the framework of their activity. Should the User qualify as a consumer within the meaning of the French Consumer Code (Code de la consommation), they are in principle entitled to a fourteen (14) day withdrawal period. However, as this is a digital service whose performance begins immediately, the consumer User acknowledges that, by subscribing to the Service and requesting its immediate performance, they expressly waive their right of withdrawal for services already performed, in accordance with Article L. 221-28 of the French Consumer Code.

Article 6 : User Content, warranties and intellectual property

6.1. User warranties.

The User declares and warrants that they hold all the rights, authorisations, licences and assignments necessary to exploit the Releases and the User Content that they upload or process via the Platform, and in particular:

- copyright and economic rights in the musical works and compositions

- the neighbouring rights of performers and phonogram producers

- the rights in the visuals, artworks, photographs and graphic elements

- the rights to use the label name, artist name, trademarks and distinctive signs

- where applicable, the authorisations relating to samples, remixes, featurings and to the image of the persons depicted. The User warrants that the User Content and its exploitation via the Platform do not infringe any third-party rights or any legal or regulatory provision.

6.2. Licence granted to the Publisher.

Solely for the purpose of providing the Service, the User grants the Publisher a non-exclusive, royalty-free licence, for the duration of use of the Service, to host, reproduce, transcode, adapt and technically transform the User Content strictly to the extent necessary for the generation of the Generated Content and the operation of the Platform. This licence confers on the Publisher no autonomous commercial exploitation right over the User Content and ends upon deletion of the content concerned, subject to technical purge periods.

6.3. No prior control and liability.

The Publisher acts as technical host of the User Content. It exercises no prior editorial control over the uploaded content and is not in a position to verify the reality of the rights held by the User. Consequently, the Publisher cannot be held liable for any non-compliant use of the Service by the User, in particular the use of musical, visual or other content for which the User does not hold the rights. Responsibility for such use lies exclusively with the User.

6.4. Indemnification of the Publisher by the User.

The User shall indemnify the Publisher against any claim, action, demand or judgment brought by any third party (including collective management organisations, rights holders or authorities) based on the User Content or its exploitation via the Platform. The User shall bear all the financial consequences arising therefrom, including reasonable defence costs.

6.5. Prohibited content.

Prohibited content includes, in particular, infringing or unlawful content, and content infringing third-party rights, public order or public decency.

Article 7 : Reporting of rights infringements and removal

7.1. Reporting procedure.

Any rights holder considering that content accessible via the Platform infringes their copyright or neighbouring rights may report it to the Publisher at [CONTACT EMAIL], specifying the identification of the content concerned, the rights invoked and supporting evidence.

7.2. Handling.

Following a report and verification, the Publisher removes manifestly unlawful content and closes any Account that does not respect copyright and neighbouring rights. The Publisher may suspend, as a precautionary measure, access to the Account or the content concerned for the duration of the verification.

7.3. Prejudices

These measures are taken without prejudice to any recourse by the Publisher or injured third parties.

Article 8 : Generated Content and rights of use

The Publisher grants the User, for the duration of use of the Service, a right to use the Generated Content for the purpose of promoting their own Releases.

The Generated Content is based on the User Content: the User remains responsible for holding the rights in the source elements, in accordance with Article 6. The templates, frameworks, technologies and elements specific to the Platform used to produce the Generated Content remain the property of the Publisher.

Article 9 : Promotional codes

The Platform allows the User to generate and share promotional codes granting access to their Releases according to the parameters they define. The User is solely responsible for the conditions and recipients of the sharing, as well as for compliance with the rights relating to the Releases concerned.

Article 10 : Intellectual property of the Platform

The Platform, its architecture, source code, databases, interfaces, content, graphic elements, trademarks, logos and the name "Dropflow" are protected by intellectual property law and remain the exclusive property of the Publisher or its partners.

No provision of the Terms may be construed as conferring on the User any property right in the Platform. The User benefits only from a personal, non-exclusive and non-transferable right of use, limited to the duration of use of the Service.

The following are prohibited, in particular, without the prior written autorisation of the Publisher: reproduction or imitation of the Platform, its decompilation or reverse engineering (save for legal exceptions), the extraction or reuse of a substantial part of the databases, as well as any automated access or scraping of the data.

Article 11 : Pricing, Credits and payment

11.1. Prices.

Access to certain features of the Service is subject to payment, according to the per-release billing model ("pay-per-release") based on prepaid Credits. The applicable prices are those indicated on the Platform at the time of the order. Prices are stated [excl. VAT / incl. VAT]; the applicable VAT is that in force.

11.2. Consumption of Credits.

Credits are consumed when the corresponding features are used. Save for any mandatory statutory provision to the contrary, Credits already consumed are non-refundable, the service being deemed performed.

11.3. Payment.

Payments are processed by a secure third-party payment provider chosen by the user between ones proposed by the platform, that are Stripe and Paypal.

The Publisher neither collects nor stores the User's banking or payment card data, which is processed directly by the payment provider, in compliance with applicable security standards (in particular PCI-DSS).

11.4. Payment default.

In the event of an incident or payment default, the Publisher may suspend access to the Service.

Article 12 : Personal data and privacy protection

The Publisher processes Users' personal data in compliance with Regulation (EU) 2016/679 (the "GDPR") and French Law No. 78-17 of 6 January 1978, as amended ("Informatique et Libertés").

12.1. No transfer to third parties.

The Publisher does not sell, rent or communicate Users' personal data to third parties for commercial, advertising or marketing purposes. The only communications of data are made to the technical sub-processors strictly necessary for the provision of the Service (in particular hosting and payment processing), acting on the Publisher's instructions under agreements compliant with Article 28 of the GDPR. The data is hosted within the European Union; where a sub-processor is used that involves a transfer outside the EU, this is governed by appropriate safeguards (in particular the European Commission's standard contractual clauses).

12.2. Payment data.

Payment data is not stored by the Publisher (see Article 11.3).

12.3. Cookies.

The Platform uses exclusively technical cookies strictly necessary for its operation (in particular session management, authentication and security). It uses no advertising or tracking cookies requiring consent.

12.4. Retention period.

Personal data is retained for the duration of use of the Service. Upon deletion of the Account, the data is retained for a period of thirty (30) days before its permanent destruction, with the exception of data that the Publisher is legally required to retain in respect of its legal, accounting and tax obligations (in particular invoices), for the period provided for by law.

12.5. Users' rights.

The User has the rights of access, rectification, erasure, restriction, objection and portability of their data, as well as the right to define directives regarding their fate after their death. These rights are exercised at [CONTACT EMAIL]. The User also has the right to lodge a complaint with the CNIL (the French data protection authority).

12.6. Processing

The detailed processing arrangements are set out in the Platform's Privacy Policy.

Article 13 : Security and unauthorised access

The User refrains from any fraudulent access to or continued presence within the Platform, and from any attempt at intrusion, alteration, disruption of operation or unauthorised extraction of data.

Any attempt at unlawful access to the Platform will systematically be the subject of a criminal complaint. The Publisher reserves the right to bring any action, in particular on the basis of Articles 323-1 et seq. of the French Criminal Code (Code pénal), which punish offences against automated data processing systems.

Article 14 : Availability, maintenance and evolution of the Service

The Service is provided "as is" and accessible under a best-efforts obligation. The Publisher endeavours to ensure the availability of the Service but does not guarantee uninterrupted or error-free operation. The Publisher may at any time carry out maintenance operations, and develop, modify or suspend all or part of the features, in particular for technical, security or Service-evolution reasons.

Article 15 : Liability

15.1. Responsability

The Publisher cannot be held liable for damages resulting from any non-compliant use of the Service by the User, from the User Content, or from the User's failure to comply with their obligations, in particular regarding intellectual property rights. However, the Publisher undertakes to remove any fraudulent data from the platform once reported and verified, within a maximum period of thirty (30) business days.

15.2. Damages

The Publisher cannot be held liable for indirect damages. To the extent permitted by law, the Publisher's liability, if incurred, shall be limited to the amounts actually paid by the User for the Service during the [twelve (12)] months preceding the triggering event.

15.3. Force majeure.

The Publisher's liability cannot be incurred in the event of force majeure or of an event beyond its reasonable control.

15.4. Collective management organisations.

Use of the Service does not release the User from their possible obligations towards collective management organisations (in particular SACEM, SDRM, SPPF, SCPP, Adami, Spedidam, or other French collective management organisations), in respect of which the declarations and payment of royalties remain their sole responsibility.

Article 16 : Term, termination and Account deletion

16.1. Terms

The Terms apply throughout the duration of use of the Service.

16.2. Deletion at the User's initiative.

The User may delete their Account at any time. In accordance with Article 12.4, their data is retained for thirty (30) days before permanent destruction, subject to legal retention obligations.

16.3. Termination at the Publisher's initiative.

In the event of the User's breach of the Terms, in particular regarding intellectual property rights, accuracy of information or security, the Publisher may suspend or close the Account, where appropriate without notice in the event of a serious breach.

16.4. Credits

Termination does not give rise to any right to a refund of Credits already consumed.

Article 17 : Amendment of the Terms

The Publisher reserves the right to amend the Terms at any time, in particular to take account of legal, regulatory or Service developments. Users are informed of amendments by any appropriate means. Continued use of the Service after the entry into force of the amended Terms constitutes acceptance thereof.

Article 18 : Miscellaneous provisions

18.1. Partial nullity.

If any provision of the Terms is declared void or unenforceable, the other provisions shall retain their full effect.

18.2. No waiver.

The fact that the Publisher does not avail itself of a provision does not constitute a waiver of its right to avail itself of it subsequently.

18.3. Evidence.

The computerised records and connection logs kept by the Publisher shall have evidential value between the parties, unless proven otherwise.

18.4. Assignment.

The Publisher may assign or transfer the Terms in the context of a reorganisation, merger or transfer of business.

Article 19 : Governing law and jurisdiction

These Terms are governed by French law and the European Union law.

Any dispute relating to their validity, interpretation or performance falls within the jurisdiction of the French courts. With respect to professional Users, jurisdiction is conferred on the courts of the district of the Publisher's registered office, unless a mandatory provision provides otherwise. With respect to a consumer User, the statutory rules of jurisdiction apply, and the User may resort to a consumer mediation scheme.

Article 20 : Contact

For any question relating to these Terms or to the Service: info@dropflow.music. The legal information relating to the Publisher and the hosting provider appears in the Legal Notices of the Platform.