1. Who are we?

We are PIANITY, a French joint-stock company registered under number 898551502 with the Registry of Trade and Companies of PARIS.

You can contact us at the following e-mail address: contact@pianity.com.

2. What do we offer?

We connect you, musical artists, with your fans (the « Collectors ») in order to allow you to sell to them copies of your musical works, which is materialized by the issuance of a non-fungible token, known as « NFT » (the « Services »).

The Services are accessible through the Pianity platform accessible at the following link: https://pianity.com/ (the « Platform »).

3. What do you need to know about our General Terms and Conditions?

3.1. What are our General Terms and Conditions for?

Our general terms and conditions (the « General Terms and Conditions ») constitute the sole document governing our contractual relationship and defining :
the terms of use of our Services;
our obligations and yours.

3.2. Where to find our General Terms and Conditions?

You can find them here.

3.3. How to accept our General Terms and Conditions?

You accept the General Terms and Conditions by checking a checkbox in the registration form. If you do not agree to all of our General Terms and Conditions, you may not access the Services.

They may be supplemented by special conditions, in particular through means of a letter-agreement or term sheet, which, in the event of contradiction, shall prevail over the General Terms and Conditions.

4. What are the other terms and conditions that you must accept to use our Services?

All payments made through our Platform are handled by the electronic money institution indicated on the Platform (the « Electronic Money Institution »).

You contract directly with the Electronic Money Institution for the implementation of these payments, by accepting its terms and conditions through a checkbox on the Platform.

If the Electronic Money Institution rejects or terminates your subscription, you cannot use our Services any more.

Furthermore, termination of our contractual relationship will result in termination of your contract with the Electronic Money Institution.

In case of contradiction between the Electronic Money Institution's terms and conditions and our General Terms and Conditions, our General Terms and Conditions shall prevail.

You explicitly give us the instruction to convey to the Electronic Money Institution all your instructions related to payments made on the Platform.

5. What are the conditions to access our Services?

Your are:

a physical person with full legal capacity, or at least with the agreement of your legal representative. You commit to provide us with his or her email address so that we can contact him or her;

a legal entity acting on behalf of a physical person detaining the power or authority to contract in the said legal entity’s name.

a professional, understood as any physical or legal person acting for purposes within the scope of his or her commercial, industrial, artisanal, liberal or agricultural activity, including when acting in the name or on behalf of another professional.

6. How to subscribe to our Services?

You must fill in the form provided for this purpose on the Platform.

You must provide us with all the mandatory information.

If your registration is accepted by us, your registration leads to the opening of an account in your name (the « Account ») allowing you to access our Services using your login and password.

We reserve the discretionary right to refuse any registration or posting of content, which you hereby acknowledge.

7. How to access our Services?

You can access our Services through the Platform, logging in to your Account.

Your Account is strictly personal, and you are solely responsible for its use and in case of loss of your login information.

8. What do we propose?

8.1. Our Services

Before any subscription, you can access the description and the scope of the Services that we offer on our Platform and on the website.

Thanks to the Platform, we offer a music NFT marketplace which enables musicians and artists to buy limited edition tracks of their Content, certified thanks to the blockchain. You are free to determine the number of copies and the sale price of the Content made available on the Platform.

We also provide a resale service for the Content purchased by Collectors, allowing musicians and artists to receive an 8% (eight percent) royalty on the resale price. It is specified that you cannot refuse the resale of the Contents that you choose to sell on the Platform.
You are informed and acknowledge that the value of the NFT your sales on the Platform is subject to fluctuation and/or depreciation.

You recognize :

being aware of the features, characteristics, and constraints, in particular technical, of our Services,
being aware that the implementation of the Services requires a connection to the Internet and that the quality of the Services depends on this connection, for which we are not responsible.

We reserve our right to offer any other Service.

8.2. Our additional services

Maintenance

You benefit from corrective and progressive maintenance related to the Platform, for the duration of the Services.

Access to the Platform may be limited or suspended for scheduled maintenance. We commit to inform you at least 24 hours, by any written means, and make our best efforts in order that these operations do not exceed 8 hours and should be carried out outside working hours, from Monday to Friday from 8 am to 6 pm, Paris time, France.

Progressive maintenance

You benefit during the duration of the Services from evolutionary maintenance, and more specifically :

improvements of the Platform’s functionalities and/or technical facilities used related to the Platform aiming to introduce minor extensions (the « Updates »). We may carry out these automatically and without prior notice ;

addition of new functionalities to the Platform and/or the technical facilities used in connection with the Platform (the « New Releases »). We will notify you of any New Release at least 5 business days before its installation.

Corrective maintenance

We use our best efforts to provide you with corrective maintenance to fix any malfunction or bug found on the Platform.

Hosting

We provide, under the terms of an obligation of means, the hosting of the Platform, as well as the data produced and/or entered by/on the Platform, on its servers or through the bias of a professional hosting provider, and on servers located within the European Union.

Technical assistance

In case of any difficulties encountered while using our Services, you can contact us at the address mentioned in the article « Who are we? ».

9. For how long do you subscribe to our Services?

You subscribe to our Services for an undetermined period, i.e. until you stop using the Services on the Platform.

10. What are our financial conditions?

10.1. What are the prices of our Services?

The commission to be paid to us for each sale of NFT made on the Platform is 20% (twenty percent) of the sale price after the deduction of any royalties or charges due to the collecting societies unless otherwise agreed between us, which you agree and acknowledge.

In case of a resale of Content by the Collectors to a third party on the dedicated platform, the commission to be paid to us is 2% (two percent) of the resale price of the NFT.

If an exchange rate is applied, you are responsible for the exchange rate charges applied on the date of payment of the price. If applicable, you are solely responsible for the payment of all bank charges related to the payment of the prizes, except for our bank's charges.

We are free to offer any promotional offers or price reductions.

Our prices can be revised at any time under the conditions of article « How can we modify our General Terms and Conditions ? ».

10.2. What are our billing and payment terms?

Payment is implemented through :

the Electronic Money Institution indicated on the Platform;
your wallet attached to your Account or your own wallet (such as ArConnect) when payment is made in cryptocurrency. External wallets rely on an experimental technology independent of the Services. Therefore, we shall not be held liable for any technical default, hacking, or loss of the data stored on the said wallet.

You guarantee that you have the necessary authorization to use such a method of payment.

10.3. What are the consequences of a late or non-payment?

In case of default or delay in payment, we reserve the right, from the day after the due date shown on the invoice, to :
declare the forfeiture of the term of all the sums owed to us and their immediate payment,
immediately suspend the Services, including access to the Platform, until payment in full of the amounts due,
charge you with interest for delay up to 3 times the legal interest rate, based on the amount of the sums not paid by the due date and a fixed indemnity of 40 euros for collection costs, without prejudice to additional compensation if the collection costs actually incurred are higher than this amount.

11. What are our respective intellectual property rights and what are we allowed to do in this regard?

11.1. Intellectual property rights on the Platform

The Platform is our property (or our licensor’s), as well as the software, infrastructures, databases and content of any kind (texts, images, visuals, logos, brands, etc.) that we use, excluding all content whose rights belong to you and/or to other users. They are protected by all intellectual property rights or rights of producers of databases in force. The license that we grant you to use the Platform does not lead to any ownership assignment.

We grant you a non-exclusive, personal, worldwide and non-transferable SaaS license to use the Platform for the duration specified in the section « For how long do you subscribe to our Services ? » and for the only purposes of using the Services. The compensation for this SaaS license is the commission we receive for each sale of NFT made on the Platform.

11.2. Intellectual property rights on the Content

Subscription to the Services does not imply the assignment of your intellectual property rights attached (i) to the musical works on which the NFTs you offer for sale on the Platform are based and (ii) in general, to the content of any kind that you publish on the Platform, such as the covers, the musical work’s extracts or the data you provide through your Account (together with the « Content »).

Nevertheless, and for the sole purpose of performing the Services, you grant us, free of charge, for the entire world and for the duration of this Agreement, a license to use the Content within the framework of the Platform and the Services and their promotion by any means and on any support.

Therefore, you agree that we may:
distribute the Content charge-less on the Platform and on all other french or foreign websites, published by all companies with which we have agreements, by any means and on any medium, for the purpose of promoting the Platform,
translate the Content into any language,
modify (in particular the framing, format and colors) and/or adapt the Content (in particular to the technical constraints of the Platform - alterations or degradations in their quality).

In the event of a sale of NFT made on the Platform, it is expressly reminded that no intellectual property right on the sold recording or musical work is transferred to the Collectors.

11.3. In what context can we use your personality rights (image, name and voice)?

You authorize us to use free of charge the image attached to your Account as well as your name and/or pseudonym in order to promote our Services, by any means and on any support, for the whole world, for the duration of the subscription to our Services.

12. What are your obligations and what are you responsible for?

12.1. Regarding the provision of information

You agree to provide us with all necessary information for the subscription and use of the Services.

In particular, you agree to provide us with all of the requested information as part of your registration on the Platform and the use of the Services, as the case may be, within the delays jointly set or as soon as possible by us. These elements include:
Musical works in the format indicated on the Platform;
If applicable, the cover and/or the video are attached to each musical work.

12.2. About your Account

You:
guarantee that the information provided in the form is accurate and you agree to keep it up to date,
acknowledge that this information is proof of your identity and is binding on you as soon as it is validated,
are responsible for maintaining the confidentiality and security of your login and password. Any access to the Platform using your username and password is deemed to be made by you.

You must immediately contact us at the address mentioned in article « Who are we ? » if you become aware that your Account has been used without your knowledge. You acknowledge that we should have the right to take all appropriate measures in such a case.

12.3. Regarding the use of Services

You are responsible for your use of the Services and any information you share in connection with them. You agree to use the Services personally and not to allow any third party to use the Services for you or on your behalf, except at your sole risk.

You will not misuse the Services for purposes other than those for which they were designed, including:

commit in illegal or fraudulent activity,
undermine public order and good morals,
infringe on third parties or their rights in any way whatsoever,
violate any contractual, legislative or regulatory provision,
to carry out any activity likely to interfere in the computer system of a third party, in particular aiming to violate its integrity or security,
to carry out any behavior or action aimed at promoting your services and/or websites or those of a third party,
assist or incite a third party to commit one or more of the acts or activities listed above.

You are also prohibited from:

copy, modify, or misappropriate any of our property or concepts used by us within Services,
commit in any conduct that interferes with or hijacks our computer systems or breaches our computer security measures,
infringe our financial, commercial, or moral rights and interests,
market, transfer, or otherwise provide access to the Services, information hosted on the Platform, or any of our property.

You are responsible for the Content of any kind that you post on the Services.

You warrant that you have obtained the prior written consent of all rights holders to the Content (any writer, composer, performer, producer, etc.) you post on the Platform and indemnify us against any claims in this regard.

You agree that Content posted on the Platform is made public by default and may be viewed by other users of the Platform.

You agree not to post any Content (this list is not exhaustive):

undermining public order and morality (pornographic, obscene, indecent, shocking or unsuitable for a family audience, defamatory, insulting, violent, racist, xenophobic or revisionist),
infringing the rights of third parties (infringing content, infringement of personality rights, etc.) and more generally violating a contractual, legislative or regulatory provision,
prejudicial to third parties in any way whatsoever,
misleading, deceptive or proposing or promoting illegal, fraudulent or deceptive activities,
harmful to the computer systems of third parties.

Within the framework of the use of the Services and your contractual relationship with other users and in particular the Collectors, you are subject to fiscal and social obligations of which we recommend you to take note.

You are responsible for all formalities and payments incurred by you in connection with the use of the Services.

You warrant that you will indemnify us against any claim and/or action that may be brought against us as a result of the breach of any of your obligations. You shall compensate us for the damage suffered and refund us for all sums that we may have to bear as a result.

13. What are our obligations and what are we responsible for?

We commit to provide the Services with diligence, it being specified that we are bound by an obligation of means.

We commit to comply with the regulations in force.

13.1. Concerning the quality of our Services

We make every effort to provide you with quality Services. To this end, we carry out regular checks to verify the operation and accessibility of our Services and may perform scheduled maintenance under the conditions specified in the « Maintenance » section.

However, we are not responsible for temporary difficulties or impossibilities of access to our Services due to circumstances beyond our control or:
partial or total failure of your servers, understood as the IP addresses to which the network is redirected,
the unequal capacities of the different sub-networks, the affluence at certain times on the Platform, the bottlenecks,
access speeds and slowdowns external to our servers, and poor transmissions due to a failure or malfunction of these networks,
the failure of equipment, cabling, services, or networks not included in our Services or not under our control,
the interruption of the Services due to telecom operators or Internet access providers, a case of force majeure.

We are responsible for the operation of our servers, the outer limits of which are the connection points.

Furthermore, we do not guarantee that the Services:
subject to constant research to improve its performance and progress, will be totally free of errors, defects, or faults,
being standard and not proposed according to your own personal constraints, will specifically meet your needs and expectations.

Furthermore, you are informed that when the price of the NFT sales you make on the Platform is paid in cryptocurrency, we do not give any guarantee as to the fluctuation and/or depreciation of the sums received. You therefore expressly decline any claim, demand, or action related to the fluctuation and/or depreciation of the collected sums of the sales you make, regardless of the currency or cryptocurrency used.

13.2. Concerning the service level guarantee of the Platform

We make our best efforts to maintain access to the Platform 24 hours a day, 7 days a week, except in case of scheduled maintenance under the conditions defined in the article « Maintenance » or in case of force majeure.

13.3 Concerning the backup of data on the Platform

We will use our best efforts to back up any data produced and/or entered by/on the Platform.

Except in the case of proven faults on our part, we are nevertheless not responsible for any loss of data during maintenance operations.

For all intents and purposes, you are reminded that we shall not be liable for any loss you may suffer as a result of any failure related to the blockchain.

13.4. On data storage and security

We provide you with sufficient storage capacity to operate the Services.

We use our best efforts to ensure data security by implementing measures to protect the infrastructure and the Platform, to detect and prevent malicious acts and to recover data.

13.5. Regarding the publication of Content

We act as a hosting provider for the Content that you put online. Consequently, we are not responsible for this Content.

If we receive a notification concerning illicit Content, we will act promptly to remove it or make it impossible to access, and we may take the measures described in the section « What are the sanctions in case of breach of your obligations ? ».

13.6. Concerning the connection between users

We act as an intermediary and we are a third party in your relationship with the Collectors.

We cannot, therefore, be held liable in the context of your relations with Collectors, nor can we be a party to any possible disputes whatsoever.

We do not guarantee any volume of business that you may achieve through the use of the Services.

13.7. Concerning the use of subcontractors and the transfer of our rights and obligations

We may use subcontractors in the performance of the Services, who are subject to the same obligations as we are in the performance of their services. However, we remain solely responsible for the proper performance of the Services to you.

We may substitute any person who will be subrogated to all our rights and obligations under our contractual relationship. We will inform you of this substitution by any written means.

14. To what extent can we be liable?

Our liability is limited to the sole proven direct damage that you may suffer as a result of the use of our Services.

With the exception of bodily injury, death, and gross negligence, and subject to having made a claim by registered letter with acknowledgment of receipt, within a period of one month following the occurrence of the damage, our liability shall not exceed the amounts that we have received in connection with the provision of our Services.

15. What modes of proof are accepted between us?

The proof can be established by any means.

You are informed that the messages exchanged through our Platform as well as the data collected on the Platform and our computer equipment constitute the main method of proof accepted, in particular to demonstrate the reality of the Services performed and the calculation of their price.

16. What are our respective confidentiality obligations?

Unless otherwise agreed in writing by the other party, we respectively undertake to keep confidential, for the duration of our contractual relationship and 3 years thereafter, all information expressly identified as confidential, of which we would have become aware during the conclusion and performance of our contractual relationship.

This obligation does not extend to information:
of which the receiving party already had knowledge,
already public at the time of their communication or which would become public without violation of this clause,
that would have been lawfully received from a third party,
which may be required to be disclosed by judicial authorities, in the application of laws and regulations, or in order to establish the rights of a party in the context of our contractual relationship.

Confidential information may be transmitted to our respective employees, collaborators, trainees, agents and contractors, provided that they are subject to the same obligation of confidentiality.

17. Force majeure

We should not be liable for any failure or delay in the performance of our respective contractual obligations due to force majeure occurring during the term of our relationship. Force majeure includes:
any case meeting the conditions of article 1218 of the Civil Code and recognized by jurisprudence from the French courts,
strikes, terrorist activities, riots, insurrections, wars, government actions, epidemics, natural disasters, or failure of a third-party telecommunications provider.

If one of us is prevented from performing its obligations due to force majeure, it must inform the other party by registered letter with acknowledgment of receipt. The obligations should be suspended upon receipt of the letter and should be resumed within a reasonable period of time upon the cessation of the case of force majeure.

Nevertheless, we shall remain obliged to perform our respective obligations which are not affected by force majeure and to fulfill any payment obligations.

If such force majeure lasts for more than 30 working days, each of us may immediately terminate our contractual relationship by any written means.

18. How to terminate the Services?

You can unsubscribe from our Services by sending us a request to the contact information mentioned in the « Who are we ? » section or through your Account.

Termination is effective within 7 days of the request.

You will no longer have access to your Account upon termination of the Services.

We may delete any Account if it has been inactive for a continuous period of more than 6 months.

19. What are the sanctions in case of breach of your obligations?

Payment of the price of the Services and the obligations set forth in the section « What are your obligations and what are you responsible for ? » are essential obligations.

In the event of a breach of these obligations, we may:

suspend or terminate your access to the Services,
publish on the Platform any information message that we consider useful,
send you a registered letter with acknowledgement of receipt to :
terminate our contractual relationship, the termination taking effect on the day of receipt or first presentation of this letter,
or to ask you to address the breach within a maximum of 15 calendar days. The termination will take effect at the end of this period if the breach is not remedied. Termination of the contract results in the removal of your Account.
warn any competent authority, to cooperate with it and to provide it with all the information useful for the research and the repression of illegal or illicit activities,
initiate any legal action.

These sanctions are without prejudice to any damages that we may claim from you.

20. How can we modify our General Terms and Conditions?

We may amend our General Terms and Conditions at any time and will notify you by any written means (including email) at least one calendar day prior to their coming into force.

The modified General Terms and Conditions are applicable as soon as they come into force.

If you do not agree to these changes, you must unsubscribe from the Services as described in « How to terminate the Services ? ».

If you use our Services after our amended General Terms and Conditions come into effect, we will assume that you have accepted them.

21. Applicable Law and Jurisdiction

Our General Terms and Conditions are governed by French law.

In the event of a dispute between us, and in the absence of an amicable agreement within 2 months of the first notification, the dispute will be submitted to the exclusive jurisdiction of the courts of Paris (France), except for mandatory provisions to the contrary.
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