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Terms of use

The GAIAR Platform and the proposed Services are owned and operated by GAIAR, a simplified joint stock company with a capital of 1 123 400 , registered in the Angoulême Trade and Companies Register under the number 820 961 589, whose head office is located at Technoparc Krysalide – Parc d’activités du Grand Girac, 70 rue Jean Doucet, 16470 SAINT-MICHEL, FRANCE. 

The GAIAR Platform is accessible at the following url: 

– www.gaiar.com 

– www.studio.gaiar.com 

– www.api.gaiar.com 

The User and/or Right-holder, private individual or professional, undertakes to read carefully and in their entirety, before any use, the terms and conditions established in the present General Conditions of Use, and to accept them without reserve. 

In order to use the Services offered on the Platform, the User and/or Ayant-droit must first create a GAIAR account or connect via a Provider and accept without reservation at the time of registration the present General Conditions of Use. If the User and/or Right-Holder is an individual, he/she guarantees GAIAR that he/she has the legal capacity to exercise his/her rights and obligations, in particular to accept the Conditions and to contract with GAIAR. If the User and/or Beneficial Owner is not an individual, he/she guarantees GAIAR that he/she has the necessary powers to accept the Conditions and to contract with GAIAR, on behalf of the entity for which he/she uses the Platform. 

In accordance with the provisions of articles 1125 et seq. of the Civil Code, these General Conditions of Use may be retained by any person visiting the Platform, by means of a computer record, and may also be reproduced by the User and/or Beneficiary and/or Spectator, by means of printing them.  

These General Conditions of Use constitute a legally binding agreement between the User and GAIAR. They will be applicable as long as they appear on the Platform and may be modified at GAIAR’s discretion. It is the responsibility of the User and/or Beneficiary and/or Spectator to read them regularly, any update being indicated on the home page of the Platform. 

Article 1. DEFINITIONS

For the purposes of the present document: 

Platform” means the online public communication services hosted by GAIAR on the Ethereum or Polygon blockchains accessible at the URL www.gaiar.com, www.studio.gaiar.com, www.api.gaiar. com, allowing Rightsholders to make Content available to Users in video-on-demand, listening, reading, streaming or downloading, for free or for a fee, as well as services and tools for creating, exchanging, selling, buying NFT from other Users, with the possibility of associating Smart Contracts integrated to the Blockchain or deployed via GAIAR’s servers.  

By “Services”, we mean the provision by Rightsholders via GAIAR on the Platform of a set of works accessible in video on demand (VOD), by subscription to channels (SVOD), in free access (FVOD) by listening or downloading, for free or for a fee, as well as the services of Minting of NFTs, of buying or selling NFTs, with the possibility of setting up Smart Contracts associated to NFTs. The various Services offered on the Platform are more fully described in the Special Terms and Conditions for the supply of Content. 

“Storage / Livestream Unit” means the unit allowing to measure the memory space allocated to Users’ Content and/or the unit allowing to measure the bandwidth allocated to their live streams. Depending on the subscription or Option contracted, Users may use this unit to store Content and/or to broadcast livestreams.  

Content” means cinematographic, audiovisual, musical, graphic, literary and/or multimedia works, interactive or not, offered to Users directly by the Rightsholders.asociados a NFT.  

Comment” means the videos, texts, images and sounds proposed to Users by other Users or other Rightsholders in the area reserved for Comments on the Platform. 

User” means any person of legal age (18 years or older) and with the capacity to enter into a contract who logs on to the Platform via his/her GAIAR account. 

Rightholder” means any person of legal age (18 years or older) who has participated in the creation of the works and/or their performance as a performer and/or, where applicable, any person of legal age who holds or is the assignee of copyright and related rights, and who has made the said works available to Users on the Platform via his/her GAIAR account. 

Spectator” means the persons who consult the Contents on the Platform, without creating an account, when the Rightsholders have authorized such free consultation. 

Special Terms and Conditions of Content Provision” means the terms and conditions governing the use by Users of Content provided by the Rightsholders, which are determined when the Content is provided to the Platform by means of a Smart Contract. 

Unique Work Time-Stamping Smart Contract” means the irrevocable computer programs deployed by the User or the Rightsholder on the blockchain via the Platform to execute a fingerprint of its file (video, audio, text or image) in order to obtain a proof of deposit on the Ethereum or Polygon public blockchain. This proof is deemed irrefutable because it has its fingerprint in a public blockchain recognized as a trusted third party. 

Multiple works time-stamping Smart Contract” means the irrevocable computer programs deployed by the User or the Rightholder on the blockchain via the Platform to execute an imprint of several files (video, audio, text or image) in order to obtain a proof of deposit on the Ethereum or Polygon public blockchain of all these files from a single Smart Contract. This proof is deemed irrefutable because it has its footprint in a public blockchain recognized as a trusted third party. 

Operating Smart Contract” means the irrevocable computer programs deployed by the User or the Rightholder on the blockchain via the Platform to execute a set of predefined instructions. 

GAIAR Smart Contract” means the irrevocable computer programs deployed by the User or the Rightholder on the GAIAR servers to execute a set of predefined instructions in the context of an exploitation of work or content outside the blockchain. 

Minting” means the act of creating an NFT on the public Blockchain.  

NFT” means a non-fungible token created on a public Blockchain. 

Resale Right” means the percentage of the sale price contractually agreed upon at the time of the creation of the NFT that goes to the Rightholder in case of resale of its NFT.  

Lazy Minting” means creating an NFT and putting it up for sale without registering it directly on the Blockchain, thus avoiding fees.  

Gas Fees” means the fees inherent in the blockchain technology that enable operations and transactions to be carried out via a Smart Contract. 

Public Blockchain” means the technology for storing and transmitting information, which is transparent, secure, and operates without a central control body, open to all (e.g. Ethereum, Polygon). It is a public database that contains the history of all exchanges made between its users since its creation, secure and distributed: it is shared by its various users, without intermediaries, which allows everyone to verify the validity of the chain. 

Provider” means the Liquidity Provider Tokens or cryptoasset wallet used by the User or the Rightholder that is compatible with the Ethereum and Polygon public Blockchain (e.g. MetaMask, Coinbase, ZenGo, Walletconnect, Torus, etc.). 

Creative Commons Licenses” are the licenses of exploitation of copyrights elaborated by the non-profit association Creative Commons, whose purpose is to offer a legal alternative to people wishing to free their works from the standard intellectual property rights of their country. The details of these licenses are available at the url https://creativecommons.org/licenses/?lang=fr-FR.

Article 2. DESCRIPTION OF THE GAIAR PLATFORM

GAIAR hosts on the Platform broadcasted through the Internet network and accessible at the URL www.gaiar.com or at the other sub-domains indicated in article 1 a service of communication to the public by electronic means allowing 

– the Rightsholder to make available, on a dedicated page, one or several Contents in live video, on demand, for listening, viewing or downloading, for free or for a fee, for a fixed price or for a price freely set by the User, according to the will of the Rightsholder, except for some Contents for which the legislation imposes a minimum price (e.g. book); 

– the Rightsholder to determine the conditions of exploitation of the Contents and if necessary to grant licenses;  

– Users to have access to the Contents live or on demand as the case may be and to view, listen to or download them, depending on the nature of the Contents, from a computer and under the conditions described on the Platform for each of the Contents, free of charge or for a fee, in return for a fixed price or a price freely set by the User, according to the Rightsholder’s will, with the exception of certain Contents for which legislation imposes a minimum price (e.g. book); 

– Users to create one or more channels according to their subscription to promote the Contents of the Rightsholders of the Platform, and to obtain with the agreement of these Rightsholders, a percentage of the remuneration realized on his feed, the modalities of which are detailed in the Particular Conditions of supply of Contents; 

– Users to have access to an NFT Minting service and an NFT marketplace allowing them to sell, buy and exchange NFT with other Users, while configuring, if necessary, Smart Contracts for the use of NFT.

Article 3. CONDITIONS OF ACCESS TO SERVICES
3.1 Computer equipment

Access to the Services is subject to the User’s prior subscription to a broadband Internet contract with a telecommunications operator. 

GAIAR is materially, legally and contractually independent of the conditions of provision, installation, maintenance, exchange, restitution, pricing and any other act of management in the relationship between the User and the telecommunications operator and/or any other supplier. 

The Services are accessible from a computer, smartphone or tablet with a broadband Internet connection. 

Access to the Services is made directly from the Internet Platform whose access URL is www.gaiar.com. 

The User must also have a valid e-mail address. 

Access to the Services is provided on a permanent basis, subject to maintenance and servicing periods, server updates and any exceptional interruptions.  

Given the intangible nature of the Services, their technical characteristics and the fact that data transmissions on the Internet network, which groups together heterogeneous networks with diverse characteristics and technical capacities, only allow for relative technical reliability, the User of the Services expressly acknowledges that he/she may encounter problems and/or malfunctions in communications with the Services. 

3.2 GAIAR Account

In order to be able to access the Platform Services, any User or Right-Holder of legal age must either create a GAIAR Account by following the instructions below, or connect via their Provider by entering only the public key, or connect via a pre-existing account with the OAuth protocol (e.g.: Google or Facebook account).  

Except in the case of connection via a Provider or a pre-existing OAuth account, the User must fill in the following identification elements via a registration form 

– last name ; 

– first name ; 

– valid e-mail address; 

– password and password confirmation and verification code in case of double authentication. 

The Rightholder must fill in the same identification elements via a registration form, and in addition provide a scanned version of his valid ID (ID card or passport), except if he connects via his Provider, and in any case fill in the form concerning his affiliation to collecting societies.  

The User and/or the Rightsholder, a natural person, who opts for the monetization function in accordance with the Special Terms and Conditions for the supply of Content must provide, in addition to his identification details, his bank details, together with his valid identity document (identity card or passport), unless already provided. 

The User and/or the legal entity or professional, who opts for the monetization function in accordance with the Special Terms and Conditions for the provision of Content must provide, in addition to its identification details (company name, surname and first name of the legal representative, address and SIRENE number, a contact e-mail address), its intra-Community VAT number, its bank details, all accompanied by official proof of registration/registration with the competent register/directory in the State concerned, dating back less than 3 months (in France: Kbis extract for commercial companies and a notice of status in the SIRENE directory for any person with a SIRET number). 

In order to guarantee a better protection of the works, the Rightsholder is also invited to provide the proof of identity and/or the proof of registration/registration with the register/directory at the stage of registration on the platform. 

In order to verify that the e-mail address provided is valid, the User or the Rightful Owner will receive an e-mail from GAIAR asking him/her to validate the said e-mail address. 

The User or Rightsholder guarantees the accuracy of the information provided to GAIAR for the purposes of registration and undertakes to notify GAIAR of any subsequent changes. 

Each User or Right-Holder undertakes not to use the Account, pseudonym and password of another User or Right-Holder. 

The Viewer can consult the Contents of the Platform without creating an account and without providing personal data when the said Contents are made freely accessible by the Rightsholders.  

The User who connects to the Platform via his Provider by entering his public key also has the possibility to enter an email address to receive the GAIAR newsletter.

3.3 Consideration and subscription to a Rightsholder channel

The Content is made available on the Platform by the Rightsholders for the benefit of the Users in video on demand, audio on demand, text on demand, image on demand, listening, reading or downloading, free of charge or for a fee, for a fixed price or a price freely set by the User, according to the Rightsholder’s will, with the exception of books for which the French legislation in force imposes a minimum price. 

The price on the Platform for the provision of the various Contents corresponds to the price set by the Rightsholder, increased by GAIAR’s commission, VAT at the rate of 20% or at the rate of 5.5% for book publishers with an ISBN number. 

Users have the possibility to subscribe for a month or a year to Rightsholders’ channels accessible on the Platform, upon payment of a price freely set by the Rightsholder, starting at one euro. Subscriptions are tacitly renewable, except in case of payment through a Provider. Any request for a subscription implies an obligation to pay the price of the selected subscription on the agreed dates.

3.4 Online payment, GAIAR portfolio and Provider

Any User can make donations to the Rightsholders to support the works he/she wishes. 

The User can pay online by credit card from 1€ excluding tax. 

The amounts credited to the GAIAR wallet can be recovered by the User who must request it from GAIAR. The payment of the amounts to the User is possible when the account reaches a minimum credit amount of 20 euros.  

Once the payment requested is greater than or equal to 20 euros, it will be made within a period of up to 15 days following the end of the month in which the request for payment was made, by bank transfer to the bank account whose details were provided by the User when creating his GAIAR account. 

The User also has the possibility to pay in cryptocurrency (Ether or Matic) by connecting to the Platform via a Provider (for example MetaMask, Coinbase, ZenGo, Walletconnect, Torus, etc.). Payment in cryptocurrency via a Provider is only possible if the Rightholder or the seller of the Content has a Provider (indicated where applicable).  

When a User chooses to pay the price of a subscription to a Right-Holder channel via a Provider, he/she expressly waives the possibility of benefiting from a tacit renewal of his/her subscription in the absence of possible recurring payment with this payment method. 

All payments in foreign currency are subject to the bank charges applicable on the Platform. Payments made in cryptocurrency via a Provider or via the balance of the GAIAR wallet are not subject to bank fees and are accepted regardless of the amount of the transaction.  

Payment via the GAIAR wallet assumes that you have previously credited the balance of the said wallet by bank card. The minimum amount for crediting the wallet is 5. Any crediting of the GAIAR wallet is subject to bank charges. 

In addition, any payment on the Platform via the Provider assumes the prior conclusion by the seller of a Smart Contract of Operation on the Blockchain under the conditions provided in Article 4.8. Payments via the Provider cannot be cancelled or refunded. 

Paid purchases of Content on VOD, paid SVOD subscriptions, paid subscriptions to a Rightsholder channel and paid purchases of Content for download are not refundable.  

Tickets for shows or eCinema are not subject to a right of withdrawal under French consumer law. They cannot be reimbursed even in case of loss or theft, nor taken back, nor exchanged except in case of cancellation or postponement of a show. 

In case of cancellation of the show or the eCinema session, only the price of the ticket will be refunded (excluding additional costs such as GAIAR commission and VAT which will not be refunded). This refund will only be made to the User who originally made the purchase, and will be in the form of a credit to the GAIAR wallet (no other method of refund is possible).  

GAIAR may set a deadline by which the refund request must be made in the event of a show or session cancellation. Any request for reimbursement made after the deadline set by GAIAR cannot be processed.

Article 4. PROVISION OF CONTENTS BY THE RIGHT HOLDERS

Each provision of Content implies the acceptance of the present General Terms and Conditions and the conclusion of a GAIAR Smart Contract or Smart Contract of Exploitation, in which the Particular Conditions of supply of Content are included, by the Rightsholder(s).  

Any Rightsholder may make Content available to Users, under the following conditions :

4.1 Rights granted

The extent of the rights granted by the Rightsholder will be specified at the time of the supply of the Content to GAIAR, in the Special Conditions of supply of Content. 

The granting of rights will include at least, for the duration of the Concession, the non-exclusive right for the Users to access and execute the Content. 

4.2 Plurality of Rightsholders

In the event that there is more than one owner of the exploitation rights of a Content, the availability of the Content on the GAIAR platform will be conditional upon : 

– the creation, by each of the holders of the exploitation rights, of an Account as Rightsholder ; 

– the acceptance, in the same terms, by each of the Rightsholders, of the Special Conditions of supply of the Content. 

4.3 Remuneration of the Rightsholders and GAIAR

All the net revenues before tax received by GAIAR for each Content will be transferred to the Rightsholders, after deduction of a variable commission before tax, according to the subscription or the contracted offer, of the net revenues before tax for the benefit of GAIAR as well as of a fixed commission per subscriber to the Rightsholders’ pay-TV channels (see article 4.7). 

In case of multiple Rightsholders, the net revenues will be divided among them according to the distribution key that will be defined at the time of the supply of the Content to GAIAR, in the Particular Conditions of Content supply. 

Net revenue excl. tax is understood to mean all the sums paid by the Users for the use of the Content in video, audio, text or image on demand, for reading, listening, viewing or downloading, whether the price is fixed or freely set by the Users, after deduction of all taxes and/or contributions and/or royalties of any kind whatsoever, and in particular royalties that may be collected by societies for the collection and distribution of rights. 

The terms and conditions of remuneration are more fully detailed in the Special Terms and Conditions for the supply of Content. 

The variable commission excluding VAT (see Art. 4.7.) of the net revenues excluding VAT stipulated for the benefit of GAIAR is invoiced for each purchase of Content by the User in addition to the price set by the Rightsholder, independently of the payment of the royalties due to the Rightsholder which are paid to him/her under the conditions stipulated in Article 4.5. 

4.4 Rendering of accounts and payment by the Rightsholder

The exploitation accounts of each Content shall be closed on the day of the request made by the Rightsholder. 

They will be sent simultaneously to the Rightsholder on the e-mail address communicated at the time of the creation of the GAIAR account and indicated in the Special Conditions of supply of Content. 

The accounts will be deemed to be definitively accepted by the Rightsholder, unless the latter contests them in writing within 30 days of their dispatch or availability in the GAIAR account. 

Payment to the Rightsholder is possible when the account reaches a minimum credit amount of 20 euros. If the requested payment is greater than or equal to 20 euros, it will be made at any time, at the Rightsholder’s request, within 30 days of the end of the month in which the request for payment was made, or on a date agreed upon by the Rightsholder in the Special Conditions of Supply for Content. The sums due exclusive of tax shall be paid, after deduction of the CSG and RDS if applicable (or any other contribution applicable according to the legislation in force), by bank transfer to the bank account whose details have been indicated by the Rightsholder in the Particular Conditions of Supply of Content. 

In the event that the royalties are paid in a currency other than the euro or a cryptocurrency, they shall be calculated according to the exchange rate in effect on the day of payment, with any commissions being borne by the Rightsholder. 

The statements of account will show details of royalties received by the Rightsholder for the use of its Content on the Platform, commissions received by GAIAR, VAT at the rate of 20% and bank charges of €0.25 excluding VAT per bank transaction above €5 of purchase and €0.05 excluding VAT per bank transaction below €5 of purchase.

GAIAR reserves the right to request from the Rightsholder, before proceeding with the payment, the communication of any additional document allowing to verify its identity and/or its fiscal/administrative/legal situation, and in particular any document requested by any legitimate authority (court, administrative authority, police). 

In addition, any payment on the Platform via the Provider assumes the prior conclusion of a Smart Contract of Operation on the Blockchain under the conditions provided in Article 4.8. Payments via the Provider cannot be cancelled or refunded. The cryptocurrency payment option is only possible if the Rightsholder or the Content seller has a Provider connected to the Platform.

4.5 Rightsholder's warranties

The Rightholder guarantees to GAIAR that the Content he/she puts online : 

– does not contain pornography, dangerous or illegal activities, illicit material, images of rape, sexual abuse or maltreatment; 

– does not violate the intellectual property rights of third parties for which it does not have the necessary authorizations from the concerned Rightsholders, and that it has paid the royalties or any other fees, in accordance with the required licenses and authorizations; 

– does not violate any individual rights and does not contain any defamatory statements, public insults, slander, etc; 

– does not violate the privacy of individuals; 

– is not contrary to public order and morality; 

– does not incite or promote illegal acts, and does not violate the laws and regulations in force. 

The Rightholder guarantees GAIAR that he/she is the holder of all exploitation rights relating to the Content that he/she makes available on the Platform, and guarantees in particular that he/she has not already exclusively assigned said rights to a collective management organization such as SACEM, SACD, ADAGP, SCAM, SDRM, ADAMI, SPEDIDAM, SPRE, etc. Where applicable, the Rightsholder undertakes to obtain the agreement of the relevant collective management organization in order to be able to exploit its Contents on the Platform and to inform GAIAR of the fact that it is a member of a collective management society.   

The Rightholder further acknowledges that, as regards cinematographic works shown in cinemas, he/she will be personally responsible for complying with the rules relating to the media chronology and defined in the Cinema Code.

4.6 Moral rights of the Rightsholder

The Rightsholder also guarantees GAIAR that he/she is the owner of the moral rights on the Content that he/she puts online, the moral rights being inalienable and non-transferable apart from the rules of inheritance. 

The Viewer and the User undertake to respect the moral rights of the Right-Holder without time limit, and more particularly the right to respect the name of the author and the integrity of his work, these attributes being perpetual.  

In the event that the User wishes to adapt a Content, he/she undertakes to contact the Rightsholder in order to obtain authorization and to acquire the right to adapt the Content from the Rightsholder under the conditions agreed between the parties, without GAIAR being able to guarantee the feasibility of such an adaptation. 

The unauthorized reproduction or distribution of a copyrighted work on the GAIAR platform is illegal. Copyright infringement, including infringement without monetary gain, is investigated and punishable by fines and imprisonment for copyright infringement.

4.7 Billing of the Smart Contract and GAIAR's commissions

Each provision of content implies the conclusion of a Smart Contract by the Rightholder(s) which is worth, if necessary according to the option chosen, deposit and inking of the Content in the Blockchain.  

The conclusion of each unique Work Time-Stamping Smart Contract is invoiced at the price of 1 per Content, including VAT. For a catalog of Contents (audio, video, image, text, etc.) all files included, the conclusion of the Smart Contracts relating to each content is invoiced at 10 INCLUDING TAX. These prices are due to GAIAR for any Smart Contract subscription, regardless of the number of contracting Rightsholders. The rider is 10 INCLUDING TAX.  

For any deposit or conclusion of a Time-Stamping Smart Contract beyond the storage quantities of the subscribed subscription, the Rightsholder can subscribe to a higher “Start”, “Plus” or “Advanced” offer of GAIAR Studio, under the conditions described in article 4.9 to benefit from a higher quota of Time-Stamping Smart Contract or data storage. 

For Rightsholders who have exceeded their quota or who have a “Free” subscription and do not wish to subscribe to a higher offer, the “Single Work Time-Stamping Smart Contract” is 1including VAT for a single work that cannot exceed the remaining storage of their current subscription. 

For Rightsholders who have exceeded their quota or who benefit from a “Free” subscription and do not wish to subscribe to a higher offer, the Time-Stamping Smart Contract for multiple works is 10INCLUDING TAX. 

These prices are due to GAIAR for any purchase of a Time-Stamping Smart Contract. 

The commissions received by GAIAR for the conclusion of a Smart Contract vary according to the offer subscribed or not subscribed and are detailed as follows : 

Commissions / subscription : 

FREE  START  PRO  CUSTOM 
20 % ex-tax  15 % ex-tax  10 % ex-tax  Contact us 

Commission / time stamping / without subscription : 

TIMESTAMP 1€  TIMESTAMP 10€  
20 % ex-tax  20 % ex-tax 

Commission / NFT / subscription :

NFT Minted  NFT Lazy Minted 
1 %  3 % 

Commission / NFT / without subscription : 

NFT Minted  NFT Lazy Minted 
3 % 5 %

Invoices covering all the services provided by GAIAR, i.e. the conclusion of the Smart Contract and the commissions received by GAIAR, are automatically issued once a month and can be downloaded from the GAIAR account. 

The Rightsholder remains solely responsible for the social and tax declarations relating to its status and for the collection of royalties paid by GAIAR in the context of the Services offered on the Platform. GAIAR does not make any automatic transmission of the royalties collected through the Platform. The Rightholder fully assumes the tax risks related to the failure to declare the royalties in the form and time required by the legislation.  

 

4.8 Subscriptions to the GAIAR Studio offer

The Rightsholders also have the possibility to subscribe to a GAIAR Studio offer in order to benefit from the different functionalities of the Platform at preferential rates.  

The details of the ” Free “, ” Start “, ” Plus ” and ” Advanced ” subscriptions (functionalities and prices) are accessible at this link https://studio.gaiar.com/en/subscription/ 

All GAIAR Studio paid subscriptions are eligible for a free 30-day trial offer with a limit of one trial offer per User. The subscription to the trial offer is worth subscription to the chosen subscription and implies for the User a commitment to pay the corresponding price at the end of the period of trial of 30 days, via the selected mode of payment (bank card). If the subscription is not cancelled before the end of the trial period, the subscription will continue under the conditions set out herein and the instalments will be due. The first instalment will be deducted from the payment method chosen at the end of the trial period.  

The receipts generated for the benefit of the Rightholder during the trial period or within the framework of a subscription “Free” will be able to give place to transfer to the Rightholder only after subscription of a paying subscription among the offer of GAIAR Studio (with possibility of changing offer among the paying offers and of preserving the generated receipts).   

The subscriptions GAIAR Studio can be subscribed, with the choice of the User, for a limited duration of one (1) month or one (1) year, or for an identical duration (1 month or 1 year) tacitly renewable.  

The subscription starts on the day of its subscription for the indicated duration (1 month or 1 year).  

The subscription price is charged to the payment method provided by the Rightsholder at each due date indicated at the time of subscription. 

In case of a recurrent subscription with tacit renewal, the Rightsholder has the possibility to cancel his subscription in his GAIAR space under the heading “My account”. The request to cancel the subscription must be made at least 48 hours before the expiry date (monthly or annual) of the subscription. In the absence of cancellation within this period, the subscription will be tacitly renewed for a period identical to the one initially subscribed to with deduction of the corresponding price on the chosen method of payment, without the possibility of requesting a refund.  

In case of non-renewal of a subscription or suspension of the subscription for non-payment of the non-renewal (in particular in the event of payment in cryptocurrency at the time of subscription), the Content linked to the Rightholder’s GAIAR account (downloads, purchases, etc.) are kept in the said account, but all the functionalities related to the subscription will be suspended.   

The Rightholder has the possibility to pay in cryptocurrency (Ether or Matic) by connecting to the Platform via a Provider (e.g. MetaMask, Coinbase, Wallet Connect, ZenGo, Bitcoin Wallet, etc.).  

When a Rightholder chooses to pay the price of a subscription to the GAIAR Studio offer via a Provider, he expressly waives the possibility of benefiting from a tacit renewal of his subscription in the absence of possible recurring payment with this method of payment.  

In order to be able to benefit immediately from the functionalities offered within the framework of the GAIAR Studio subscriptions, the Rightholder expressly renounces by the acceptance of the present general conditions the legal right of retractation envisaged by the French law of consumption. This does not prevent the user from cancelling his subscription at the end of its term.  

GAIAR also proposes a customized “Enterprise” offer dedicated to professionals and Rightsholders with specific needs (e.g.: large volume of Content, additional channels, provision of the API, white label, etc.). For more information and a customized quote, please contact GAIAR directly: questions@gaiar.com. 

Article 5. PROHIBITED CONTENTS

GAIAR has set up an easily accessible and visible device allowing Users to report the presence of illicit or illegal Content or Comments on the Platform. 

The User who notices illicit or illegal Content or Comments on the Platform can also report it at any time by contacting GAIAR via the form accessible from the Contact section. 

Article 6. CONDITIONS OF CREATION AND TRANSACTIONS RELATED TO NFT
6.1 Description of the NFT Services

The Platform consists of a Minting service that allows the User or the Rightholder to enter parameters in order to generate an NFT. 

To use the NFT creation service, it is necessary to be connected via its Provider and to enter only the public key.  

The Minting service allows the User or the Rightholder to generate NFTs immediately or according to the so-called Lazy Minting technique. 

The Minting service allows the User or the Rightholder to easily configure the Smart Contract by filling in the information in a form, in particular the name of the token, the symbol of the token, the quantity, the associated metadata, the stipulation of a Resale Right and the related percentage.  

The Smart Contract makes it possible to define the characteristics of the right or the work associated with the NFT and, on the other hand, to automatically execute the successive sales and resales of the NFT under the stipulated conditions without the intervention of a third party.  

The Minting service allows the creation of the NFT from the Smart Contract by integrating metadata links to files and to the contract if necessary. 

The Platform proposes a Service of sale of licenses anchored on the Blockchain for the Contents put on line by the Rightholder having subscribed to a GAIAR Studio “Advanced” subscription. The Rightsholder can easily set up a license agreement by filling in a form with information about the rights of use associated with the NFT or the Content, the exclusivity or not of these rights, the existence of a Resale Right and the guaranteed percentages, the duration of the transmitted rights, etc.  

The Rightholder who has subscribed to a GAIAR Studio paying subscription also has the possibility to grant Creative Commons Licenses in the form of NFT according to the conditions specific to each of these licenses, the details of which can be consulted at the url https://creativecommons.org/licenses/?lang=fr-FR.  

Creative Commons copyright licenses and tools provide a balance within the traditional “all rights reserved” framework created by copyright laws. These licenses give everyone from individual creators to large corporations and public institutions simple, standardized ways to grant additional copyright permissions to their works so they can be copied, distributed, modified, remixed, and adapted, all within the framework of copyright law. 

When the Rightsholder chooses to grant a license in the form of NFT, he/she must provide the visual of the file, stipulate the quality of the file, the duration for audio and video files.  

The Rightholder guarantees that the Contents for which Creative Commons licenses are granted have not already been the subject of another license or exclusive assignment. 

The Rightsholder may use a Creative Commons license that he selects by Content and by encoding quality of this Content (SD – HD – UHD – Original). 

Once this license is selected, it remains modifiable until the first sale of this Content, after which this license is no longer modifiable. 

The Rightsholder is free to set the price for the licenses granted.  

The Resale Right stipulated by the Rightsholder or the User when creating the NFT is a maximum of 10% of the NFT’s sale price excluding VAT. The Resale Right stipulated at the time of the creation of an NFT on the GAIAR Platform allows its creator to collect the said percentage at each successive resale through the GAIAR Platform or any other Platform having expressly agreed to implement the Resale Right contractually agreed by means of a Smart Contract.   

The Rightholder also has the possibility to sell in the form of NFT a Content corresponding to an original and unique work. The Rightholder may stipulate a Resale Right in the event of resale of the NFT under the same conditions as above and authorize the purchaser to grant licenses. The purchaser of the NFT in question, if authorized to do so, will then in turn have the option of licensing the Content.  

Once the creation of the NFT or the transaction involving an NFT is finalized, the NFT is automatically assigned to the User’s Provider or Rightful Owner. The User also has the possibility to mint the NFT himself by paying the corresponding fee.  

The Provider used to store and transfer NFTs via the Platform must be compatible to receive and transfer tokens on the Ethereum or Polygon Blockchain. 

In case of transfer of the NFT to an incompatible Provider, the User or the Rightholder will no longer be able to access the NFT which will be permanently lost.  

The User or the Rightholder is entirely responsible for the choice of the Provider he/she uses and for the safekeeping of the private key of his/her cryptowallet. The User or the Rightholder understands that the loss or theft of the private key is equivalent to the loss of all the NFTs allocated to the said cryptowallet.

6.2 Liability and risks specific to NFTs

The GAIAR Platform cannot guarantee the ownership, conformity or authenticity of the rights, goods or works to which the underlying file of the NFT refers when the NFT refers to such a link or file.  

In the event of the sale or resale of an NFT referring to a file that is equivalent to a contract for the sale of a tangible personal property between two Users of the Platform, Users and Rightsholders expressly acknowledge that the conditions of delivery of this property must be determined between them, without GAIAR being held responsible for the failure to deliver or the non-conformity, as this is a simple service of putting people in contact. 

Furthermore, the User and the Beneficiary expressly waive the right of withdrawal legally provided for by the French Consumer Code in order to benefit immediately from the Services and the transfer of ownership of the NFT in question.  

GAIAR makes its best efforts to provide model contracts and tools for NFTs in order to limit the risk of cancellation of NFT transactions or the questioning of the scope of rights in case of lack of contractual formalization. However, the field of NFTs and their legal framework is new and does not allow for complete legal certainty, in particular due to the international nature of these transactions and the novelty of the legal issues raised. 

The User and the Rightholder are informed that the law is evolving rapidly in the field of blockchain on an international scale and that the contract models are likely to evolve and be updated according to the legislation.  

The User or the Rightholder is solely responsible for the contracts integrated in the NFTs at the time of their creation.  

The User or the Rightholder understands that by using the Minting service and storing data on the Blockchain, he/she will not be able to delete them and will not be able to ask GAIAR to delete them. Once the process of creating the NFT has been initiated, the User or the Rightful Owner will not be able to interrupt the Minting and undertakes to pay the fees related to the creation of the NFT. Likewise, transactions for the sale or purchase of NFTs cannot be cancelled.   

The User and the Rightholder furthermore agree to respect the prohibition of illicit or illegal Content under the legislation in force when creating NFTs pointing to digital files.  

The User or the Rightsholder declares and guarantees to GAIAR that he/she is acting in his/her own name and for his/her own account in his/her capacity as an adult natural person with full contractual capacity or as a duly authorized legal representative of a legal entity. 

The User or the Rightsholder undertakes to publish only data, information and Content over which he/she has the necessary rights, in particular intellectual property rights. 

The User or the Rightsholder acknowledges that he/she is aware that the value of NFTs depends mainly on the market, i.e. supply and demand, as well as on the evolution of the value of tokens such as Bitcoin, Ether or Matic, which can significantly influence the price of other tokens on this emerging market. The User is informed that an NFT will not necessarily find a buyer on the NFT sale sites and in particular on the Platform. GAIAR is therefore not bound by any obligation of result with respect to the sale of NFTs.  

GAIAR cannot guarantee that the User or the Rightsholder will be able to resell his NFT generated through the Platform on other platforms which may not be compatible or whose compatibility conditions may have changed. 

The User or the Rightholder is informed that the NFT or its Metadata created through the Platform may not be compatible with third party sites. 

In any case, the User or the Rightholder must validate the request to transfer the NFT to the GAIAR Platform, or to another Platform, through its Provider.  

The User or the Beneficial Owner fully assumes the tax risks related to the creation and sale of NFTs, especially with regard to French tax legislation. These risks are mainly related to the lack of visibility and the evolving nature of the legislation applicable to the taxation of transactions involving NFTs. GAIAR, as a third party to the transaction, cannot be held responsible in case of omission of declaration of a transaction or capital gain subject to taxation.  

In the event that the seller withdraws the offer to sell the NFT, the GAIAR Platform will transfer the NFT to the seller’s original cryptowallet. The costs incurred remain the responsibility of the buyer.

6.3 Fees and charges for NFT transactions on the Platform

NFT creation fees and fees related to NFT transactions carried out on the Platform can be paid in euros by credit card or in cryptocurrency (Ether or Matic), through a Provider. 

In the event of the sale of a Minted NFT through the Platform, GAIAR will receive a commission of 1% exclusive of tax of the sale price set by the seller. This commission is borne by the User or the Rightholder who created the NFT on the Platform and who has a paying subscription. 

In the event of the sale of a Lazy Minted NTF through the Platform, GAIAR receives a variable commission of 3% (excluding VAT) of the sale price set by the seller, depending on the offer or subscription. This commission is borne by the User or the Rightholder who created the NFT at the time of the first transaction on the Platform and who holds a paying subscription. 

In case of resale of a Minted NFT through the Platform, GAIAR will charge a commission of 1% (excl. VAT) of the sale price set by the seller. This commission is borne by the buyer of the NFT and is added to the price set by the seller who holds a paying subscription. 

In case of resale of a Lazy Minted NFT through the Platform, GAIAR will receive a commission of 3% (excl. VAT) of the selling price set by the seller. This commission is borne by the buyer of the NFT and is added to the price set by the seller who holds a paying subscription. 

In case of sale of a Minted NFT through the Platform, GAIAR will receive a commission of 3% excl. This commission is borne by the buyer of the NFT and is added to the price set by the seller who does not hold a paying subscription (Free). 

In case of resale of a Lazy Minted NFT through the Platform, GAIAR will receive a commission of 5% (excl. VAT) of the selling price set by the seller. This commission is borne by the buyer of the NFT and is added to the price set by the seller and does not include a paid subscription (Free) 

GAIAR also applies a 20% VAT rate when transactions are made in euros (exempt when paying in cryptocurrency).  

The gas fees corresponding to the commission paid to the “miner” who performs the minting of the NFTs are entirely at the expense of the User or the buyer. The User or the buyer is informed that these “gas” fees may vary significantly over time and even within a limited period of time. GAIAR cannot be held responsible for the variation of these fees, inherent to the Blockchain and to the commissions charged by the NFT “miners”. 

Due to the irrevocable nature of NFT transactions on the Blockchain, no refund of transaction fees, gas fees or commissions charged by GAIAR is possible.

Article 7. PROMOTIONAL OFFERS AND CONTESTS

GAIAR is likely to propose to the Users of the Platform and Rightsholders promotional offers and contests (e.g.: GAIAR wallet credit, subscription at a reduced price for a limited time, storage offer, free gas fees, NFT gain, etc.). 

The User or the Rightholder acknowledges that the promotional offers will be accessible under the conditions stated in the present offer and accessible before any subscription to the said offer. He also acknowledges that the contests organized by GAIAR on the platform will be subject to specific rules for each contest accessible beforehand on the page dedicated to the contest. The User or the Rightholder undertakes to strictly respect the conditions of the promotional offers and the rules of the contests. 

 

Article 8. PERSONAL DATA

GAIAR undertakes to comply with the legislation in force relating to the protection of privacy with regard to the automated processing of personal data and, in particular, with the “Data Protection Act” No. 78-17 of 6 January 1978, as amended, relating to data processing, files and freedoms, and with Regulation (EU) 2016/679 of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (RGPD). 

The data collected and subsequently processed are those voluntarily transmitted by the User, the Spectator or the Right-Holder on the Platform : 

– Creation of a User account: surname, first name, username, postal address, email address, date and place of birth, telephone number, gender and login data; 

– Creation of a Rightholder account: surname, first name, username, postal address, email address, login data, bank details, ID; 

– Connection to the Platform by a Spectator: connection, navigation or location data; 

– Financial transaction on the Platform: bank details and/or data relating to the credit card used, identity document and/or proof of registration/inscription in a register/directory, proof of address; 

– Contact form: name, first name, email address, subject and message  

Some data are automatically collected during the use of the Platform, in particular technical data (such as the IP address of the device) and information relating to the consultation and use made of the Platform, to the exclusion of any other. 

The personal data collected by GAIAR are necessary in order to: 

– benefit from the functionalities of the Platform, 

– verify and authenticate the data, 

– fight against fraud, misuse, viruses and other malicious software, 

– manage the payment services, 

– provide personalized Content, based on browsing history, preferences and interests. 

Where certain information is required to access specific Services or features of the Platform, this is indicated at the time of data entry. In case of refusal to provide mandatory information, the User or the Rightholder may not have access to certain Services or specific functionalities of the Platform. 

The data thus collected by GAIAR will not be communicated to third parties without the express consent of the User or the Rightful Owner. GAIAR undertakes not to sell, rent, transfer or give access to third parties to the data without prior consent unless compelled to do so for a legitimate reason (legal obligation, fight against fraud or abuse, exercise of the rights of defense, etc.). 

In the course of processing data, GAIAR may transfer them to servers located in several countries, including outside the European Union. 

In this case, GAIAR undertakes to take the necessary guarantees to ensure the protection of the data, in particular by choosing service providers with the same level of guarantee, by opting only for dedicated servers for the storage of data and by setting up a measure to protect data flows by encryption. 

The transfer is carried out in compliance with the provisions of the RGPD and will be subject, in the event of transfer outside the European Union, to a separate agreement on the protection of personal data. 

The data is stored in France by the company OVH, SAS with a capital of  

10,174,560 registered in the Lille Trade and Companies Register under number 424 761 419, whose registered office is located at 2 rue Kellermann, 59100 Roubaix, France, and are kept for the time strictly necessary to achieve the purposes previously mentioned unless : 

– the User or the Rightholder exercises his/her right to delete his/her Data, under the conditions described below; 

– a longer retention period is authorized or imposed by virtue of a legal or regulatory provision. 

During this period, GAIAR implements organizational, software, legal, technical and physical means to ensure the confidentiality and security of your personal data, so as to prevent their damage, deletion or access by unauthorized third parties. 

Access to personal data is strictly limited to GAIAR’s employees and agents authorized by virtue of their functions and bound by an obligation of confidentiality and, where applicable, to GAIAR’s subcontractors. The subcontractors in question are subject to an obligation of confidentiality and may only use the data in accordance with GAIAR’s contractual provisions and applicable legislation.  

In accordance with the French law “Informatique et Libertés” n°78-17 of January 6, 1978, as amended, relating to data processing, files and freedoms and the RGPD, the User or the Rightholder has the following rights: 

– Update or delete data via the GAIAR Account; 

– To exercise his right of access, to know the personal data which concern him; 

– Request the update of data, if they are inaccurate; 

– Request the portability or deletion of the data; 

– Request the deletion of the GAIAR Account; 

– Request the limitation of the processing of the data; 

– Oppose, for legitimate reasons, the processing of data. 

These various rights can be exercised either by modifying the parameters of the GAIAR Account, or directly with the Data Protection Officer, Mr. Thibaut Heudelot, by mail to the address GAIAR, Technoparc Krysalide – Parc d’activités du Grand Girac, 70 rue Jean Doucet, 16470 SAINT-MICHEL, FRANCE or by email to the address dpd@gaiar.com For security reasons and to avoid any fraudulent request, this request must be accompanied by a proof of identity. The proof of identity will be destroyed once the request is processed.  

Article 9. INTELLECTUAL PROPERTY

All programs, texts, sounds, videos, images, icons, logos, trademarks (figurative or nominative), interfaces, screens, present on the Services are protected by the French laws relating to Intellectual Property and by the International Conventions relating to Intellectual Property. 

The general structure of the Platform and all other elements of the Platform (other than the Rightsholder Content) such as text, illustrations, logos, names, designations, tabs, features, functionality, images, icons, audio clips, information, collected data, photographs, graphics, videos, fonts, diagrams, music, sounds, and other materials and software, are the exclusive property of GAIAR, and are protected by copyright, trademark, trade secret, or other intangible property rights subject to applicable French law and regulations. 

Any reproduction and/or representation, in whole or in part, without the express prior consent of GAIAR, of the Platform and/or its component parts, by any means whatsoever, is prohibited. 

Likewise, any reproduction and/or representation and/or modification, total or partial, of the Contents, without the express prior consent of GAIAR, is strictly prohibited, except when it does not exceed the framework of private and free representations carried out exclusively within a family circle, subject to technical compatibility, and except with the express authorization of the Rightsholder. 

Furthermore, the User is not allowed to modify, enhance, edit, translate, adapt, reverse engineer, decompile, disassemble, or create derivative works based on, or otherwise alter all or part of the Content made available by GAIAR, except with the express written permission of the Rightsholder. 

The User and the Rightsholder expressly authorize GAIAR to use excerpts of the Content posted on the Platform for communication, advertising and promotional purposes both of the Platform itself and for highlighting the Content on the Platform. 

Article 10. COMPUTER SECURITY

The deposit of Contents on the Blockchain by means of a Smart Contract and the purchase of NFT via the GAIAR Platform allow the User or the Rightholder to download a ZIP file including the Contents from the GAIAR Account, or by means of a link sent by e-mail if the e-mail address was given at the time of the connection to the GAIAR Account.  

In case of deposit of Contents on the Blockchain, the ZIP file generated by GAIAR contains the Contents as it has been uploaded on the GAIAR Platform, a PDF including the hash registered in the public Blockchain and the verification process to be implemented in case of unavailability of the Platform or cessation of GAIAR activity. 

In case of NFT purchase, the ZIP file generated by GAIAR contains the Content as uploaded on the GAIAR Platform and a PDF including the hash registered in the public Blockchain. 

The User or the Rightholder is invited to keep the ZIP files thus generated with its own storage means. GAIAR cannot guarantee access to the Blockchain and cannot be held responsible in case of unavailability or security breach of the Blockchain.   

GAIAR reserves the right to migrate its Services from the Ethereum or Polygon blockchain to one or more other blockchains, in particular in case of security risk.

Article 11. RESPONSIBILITY

GAIAR cannot be held responsible for : 

– any difficulty in using the Platform, due to reception conditions or inadequacy of the computer equipment,  

– Any misuse of the equipment by the User, 

– any malfunction or any interruption in the provision of the Services related to or resulting from a case of force majeure. 

It is expressly agreed that GAIAR cannot be held liable for any Content published on the Platform by the Rightsholders or for any disputes that may arise between Users and/or Rightsholders. 

By virtue of its status as a host in accordance with the provisions of the French law n° 2004-575 of 21 June 2004 on confidence in the digital economy, GAIAR is not bound by any general obligation to monitor the Content posted on the Services, and is not subject to any obligation to actively seek out facts or circumstances revealing the illicit nature of a content, but shall delete or make access impossible from the Services any content that is manifestly illicit as soon as GAIAR has been notified of its existence by the contact form reserved for this purpose. 

The User or the Rightholder agrees to be held solely responsible for his/her use of the Services and more specifically for the publication of messages and the protection of his/her computer equipment against any virus or interruption. 

The User or the Rightholder agrees to use the Services in accordance with the provisions set out in these General Terms of Use and expressly refrains from reselling the Services offered by GAIAR on his own behalf or on behalf of any third party. 

The Rightholder is solely responsible for the safeguarding of the hashes generated when depositing the works, which allow the works to be identified and give a certain date to the deposits (the date of deposit is the date of inking on the Blockchain, to which is added a maximum delay of 1 hour corresponding to the processing of the data by the Blockchain). 

GAIAR reserves the right, in the event that its use of the Platform is contrary to these General Conditions of Use and, more generally, to the laws and regulations in force, to proceed immediately and without prior notice, to deregister the User or the Rightholder from the Services and/or to block his/her access to the Platform, as well as to take any action to safeguard its rights. 

In addition, GAIAR reserves the right, in the event that the User or Rightsholder is responsible for an infringement of the legislation in force or an infringement of the rights of third parties, to provide, at the request of any legitimate authority (court, administrative authority, police), any information that allows or facilitates the identification of the User responsible. 

GAIAR also reserves the right to order the User or the Rightsholder to modify the name of its dedicated page, or to modify this name automatically, in the event of infringement of the rights of third parties or any other legitimate reason. 

Article 12. MISCELLANEOUS

Any possible dispute will be subject to French law and to the competent jurisdiction of Paris, even in case of appeal in guarantee or of plurality of defendants. 

In the event that any of the clauses of these General Terms of Use are declared null and void or inapplicable, the other clauses shall remain in full force and effect, without the nullity of the General Terms as a whole being invoked.  

Similarly, the waiver of any provision of these Terms of Use shall not constitute a waiver of one or more other provisions or of the same provision on another occasion.