Terms and conditions of use

1. Conditions of membership and use (introduction)

The services of EditorSide are exclusively available to users who are legally capable of entering into contracts under French law.

2. Purpose – Licence

Citizenside Pro makes available to the Publishers information files (“the Documents”) submitted by its Contributors (or “event witnesses”) who registerd in the CitizenSide portal in order for the Publishers to acquire a License for use of the said Documents on their editing media.

“Document” means any general information document, under the form of an original, previously unpublished and royalty-free image or audiovisual file. A Document can either be a unique file or a series of files (a “package") making a whole and having the same specificities (a series of files concerning a same event and made on a same location and date). In such case, each file does not constitute a sole and only Document requiring a distinct License but, on the contrary, is part of a sole and only series which constitutes the said Document and requires a sole and only License.

A License represents the exclusive transfer (unless otherwise decided by the Publisher as notified to the Contributor) of the Document exploitation rights by the Contributor to the Publishers selected by CitizenSide (via its EditorSide portal), for a determined duration (the “Duration”), a said Publication (the "Publication"), on a said title (the "Title") and for a said territory (the "Territory"), whatever the publication media. The Contributor remains at any time the owner of his Document. It is thus not a sale under the French Civil Code, but a transfer of the exploitation rights, i.e. the representation and reproduction rights over the material and immaterial elements of the Document under the articles 122-7 and 131-3 of the French Intellectual Property Code.

CitizenSide negociates directly with the Publisher: the Duration, Publication, Title and Territory granted under the License.

“Duration” means the duration of the transfer of the exploitation rights granted by the Contributor to the Publisher regarding the Document. This duration shall not exceed thirty clear days.

“Publication” means any act of public exploitation of the Document by the Publisher. It may be a publication or a multipublication.

“Title” means the media (written, audiovisual or Internet) used by the Publisher for the exploitation of the Document.

“Territory” means the country or countries where the Document is exploited, i.e. country where the Title is published. Given the specificities of the Internet and audiovisual publications, the Territory can be the whole world.

Unrestricted publication of the Document on the Website or on a Partner’s Website means the non exclusive transfer of the Document exploitation rights by the Contributor to CitizenSide and Partners’ Websites, for a Duration of five years, tacitly renewable for another five years, unless otherwise notified in writing by the Contributor provided a six month notice, for a permanent and non commercial Publication on the Website and on Partners’ Websites, worldwide.

Protected Mode means a technically restricted mode of visualization of the Document which prevents the downloading or copying of the Document for use or commercialisation by a third party.

The techniques used for the Protected Mode are (not cumulatively):

• the permanent mention of the CitizenSide or EditorSide logo, under the form of a translucent logo on the Document (“watermark process”);
• the availability of the Document by way of streaming on the Website (used by the Partner as a backlink), i.e. the simultaneous digital transmission of the file (embedded) on a device equipped with an Internet access and administered by the Publisher, so that the Document can be visualized in real time and not downloaded (on a permanent or temporary basis), copied, filed or redistributed by the Publisher.

Patner’s Website means any client of Citizenside Pro (blogs, participative websites, etc.) and publishes the Document on a non commercial basis, i.e. under free access and limited to 200,000 viewed pages a month as per the date of the publication.

The non-commercial partner must identify himself as such and produce proof of his status to benefit from the advantages provided by such status in the use of the Documents.

It is agreed that the Contributors grant the same authorization of unrestricted publication of their Documents under Protected Mode in view of their publication on social networks (such as Facebook, Twitter, etc.).

“Contributor” means any person aged 18 or over who is legally capable of entering into a contract under the French Civil Code and wishes to transfer the rights of use regarding his Document to the Publishers.

“Publisher” means any professional media publisher strictly selected by CitizenSide and wishing to purchase a License regarding the Document provided by the Contributor.

Upon registration into the Contributors database of the CitizenSide Website, the Contributor can submit a Document to CitizenSide at any time. CitizenSide then settles a base price for this Document after validation of its content and makes it available on EditorSide under a set price to the Publishers likely to acquire a License. The Contributor can discontinue his registration regarding the CitizenSide Website at any time, subject to prior notice as provided in clause 8 here under.

When CitizenSide decides to make the Document available on EditorSide, the Publishers are exclusively entitled to access to this Document simultaneously with a personal and limited registered access.

The Publishers can then purchase a License by accepting the License offer made by the Contributor when he submitted his Document.

The License is then deemed to have been concluded between the Contributor and the Publisher, which implies that the Contributor is bound to grant such License to the Publisher, who is bound to pay the price to the Contributor.

Regarding this direct License between Contributor and Publisher, CitizenSide makes available the Contributor’s Document (the file as received from the Contributor) to the Publisher (by way of downloading on EditorSide as the case may be), and the rules governing the Publisher’s License to the Contributor.

As an intermediate agency regarding the License concluded between the Contributor and the Publisher, CitizenSide perceives a commission on the License price in case of a paying Licence (according to price list under clause 4). CitizenSide executes, on behalf of the Publisher, a sale record for the Contributor. However, if the Contributor is not a private individual but a professional, i.e. if he deals in the sale of information documents according to the French commercial and fiscal law, he is bound to edit a VAT invoice for CitizenSide to receive the payment regarding the License. CitizenSide also edits, on behalf of the Contributor, an invoice for the Publisher.

For summary purposes, as an intermediate agency for the Publishers, CitizenSide acts on behalf of the Contributor in order to:

• enable him to grant a License for his Document in a fully anonymous manner;
• negotiate a base price as well as terms and conditions for the License, in his interest and that of the Document publication; exceptionally, the base price can be null;
• issue a document addressed to the Publisher and serving as invoice;
• perceive the payment of the License which CitizenSide will then pay back to the Contributor, minus its commission.

In the context of its activity as an intermediate agency for the Publishers, CitizenSide never becomes the holder of any rights regarding the License, and the rights over the Document are transferred directly from the Contributor to the Publisher. CitizenSide, via its Website or EditorSide, only serves as a host for the Contributors’ Documents and as the entity which makes them available to the Publishers.

Once the License agreement is entered into, CitizenSide’s sole obligation is to make the Document available to the Publisher, and, subject to the effective payment of the price to CitizenSide, to transfer the price, minus the commission, to the Contributor, within sixty days of the fulfilment of the transaction.

3. Terms and conditions of the License between Contributor and Publisher (and CitizenSide)

All Documents are considered a creation protected by copyright, unless otherwise stated by jurisprudence.

The License includes any publicity conducted by the Publisher in order to promote the Publication, for the same maximum duration. Any republication or reproduction, transfer on another material or Title, or to a databank or third party, requires the transfer of a new License.

To ensure optimum publication of the Document and considering the best practices in this context, the Contributor relinquishes any signature on the published Document, unless he expressly requires such signature from CitizenSide.

No Document can be modified in any way without the Contributor’s prior consent, unless as required in order to comply with the law or third parties rights.

The Publisher is solely liable and holds CitizenSide harmless against any manipulation of the Documents without the consent of the Contributor.

However, any cropping required for the Document layout or publication is permitted, at CitizenSide’s or the publishers’ own discretion.

Any modification by the Publisher of the legends of the Documents submitted by the Contributor only binds the Publisher, who is solely liable for the texts and legends created at his own initiative.

The Contributor guarantees the Publisher regarding the origin, ownership and reality of the Document.

Also, subject to prosecution, the Contributors refrain from presenting Documents which would constitute a manipulation of the truth or falsification of the presentation of information by using techniques such as photomontage, photo editing, special effects, modification or false presentation of metadata, in order to mislead CitizenSide or any Publisher or Partner.

4. Financial issues

4.1 Tarifs, Prices, distribution costs and commissions

The Licenses granted to the Publishers are always paying Licenses, the base price being set by CitizenSide.

However, the Publication of the Documents under Protected Mode on Partners’ Websites is free of charge, i.e. such publication is not paid by CitizenSide and the Partners' Websites. Such Publication is made available under free access to Internet users on the Partners' Websites (as well as on social networks), and under Protected Mode.

In order to benefit from such free Publication, the Publisher must fulfil the related conditions of the Partners' Websites and produce proof of it to CitizenSide.

In case of a paying license, CitizenSide will perceive a variable commission on the amount of the transaction, knowing that such commission can not be less than 5 (five) euros tax included, within a limit of 50% of the price of the transaction.

If the transaction is concluded for a “static” media (print, audiovisual), CitizenSide will perceive a commission amounting to 35% (thirty five per cent) of the License price, for any Document sold within a month from its validation on the CitizenSide Website.

After one month, the commission will amount to 50% (fifty per cent) of the License price.

If the Document is used through a “mobile media" (Internet, online, mobile phone, video on demand), CitizenSide will perceive a commission amounting to 50% (fifty percent) of the License price.

If the Document is sold in a country which is different from the country of residence mentioned by the Contributor upon registration, CitizenSide will perceive a commission amounting to 50% (fifty percent) of the License price, whatever the media or the validation date.

Par exception à ce qui précède, CitizenSide n’effectue aucun reversement inférieur à la somme de 50 (cinquante) euros TTC.

CitizenSide reserves the right to revise its policy regarding the price of its services. If the prices are reduced, the revised prices will apply as of the date of their posting on the Website. If such modification is temporary (for instance, during exceptional promotion days), its duration will also be displayed on the Website. If the prices are increased, the revised prices will apply after thirty days from their posting on the Website and will be incorporated in the TCU herein.

4.2 Invoicing

The Publisher commits to promptly pay the License price once invoiced by CitizenSide.

CitizenSide will then transfer to the Contributor the full License price, minus its commission as an intermediary.

5. CitizenSide’s / EditorSide’s role

As an intermediate agency between the Contributor and the Publishers, CitizenSide (EditorSide) is only an online host with the purpose of enabling, the Contributor to transfer his rights on the Document to a media professional, in order to ensure the widest publication of the Document.

CitizenSide does not acquire any right on the Document, either on its behalf or on a third party behalf.

The Contributor alone decides to offer a Document on CitizenSide and the Publisher alone decides to purchase a License on EditorSide.

CitizenSide can not guarantee that the Contributor and the Publisher will conclude a transaction regarding a Document.

As a result, CitizenSide does not give any warranty regarding the quality, legality, reliability or accuracy of the Documents, or regarding the Contributors capacity to sell such Documents or the Publishers capacity to pay for them.

However, for efficiency and ethics purposes, and in order to ensure the widest publication of the Documents, CitizenSide, as a media professional, reserves the right, at its own and entire discretion:

• to accept or not the registration of a Contributor or Publisher;
• to publish a Document on EditorSide;
• to negotiate a base price as well as terms and conditions for the License, free of charge as the case may be;
• to edit an invoice for both parties on behalf of the other;
• to perceive the amount of the License and then transfer it to the Contributor, minus its commission;

CitizenSide will communicate its decisions to the Contributor or Publisher by electronic mail.

CitizenSide also requires the Contributor to mention whether he obtained the necessary authorizations to publish from the protected persons who may be identified on the transferred Document or regarding any protected right. Such information is always transmitted to the Publisher who, if he decides to purchase the License regarding the Document, is solely and entirely responsible for the content of the The Contributor and the Publisher hold CitizenSide harmless regarding any dispute arising between them, against any claim regarding their contractual relationship, and against any present or future damage, actual or alleged, arising from or relating to such claims.

In the event of any deliberate disinformation by the Contributor regarding the Document and/or of any court enquiry or dispute relating to the Document, CitizenSide can be made, on demand, to disclose the identity of the Contributor to the Publisher.

6. Transaction

If the Contributor makes a Document available and a Publisher decides to purchase the License at the price set by CitizenSide (for free as the case may be), the transaction is deemed concluded.

The Contributor thus grants the License regarding the Document to the Publisher (according to clause 2 herein) and the Publisher must pay the price for the Document to the Contributor, under such conditions mentioned in the description of the Document, unless such conditions or the License infringe the law or the TCU herein.

Neither the Contributor, nor the Publisher can withdraw their consent, unless otherwise provided by the law.

7. Ads and License

7.1 Description of the Documents ads and base price

The ads describe the Documents on offer. They can only include texts, images and sounds provided by the Contributor to CitizenSide.

In order to optimize and facilitate the transactions, all Contributors commission CitizenSide to negotiate a base price for the Document with the Publishers, as well as the terms and conditions of the License (Duration, Publication, Media, Territory).

7.2 Conclusion of the License

As soon as a Publisher decides to purchase a License for a Document under the conditions determined and negotiated by CitizenSide, the French Civil law provisions regarding the contracts formation and execution apply fully and immediately to the relationship between the Contributor and the Publisher.

As far as CitizenSide is concerned, the free licence for use granted by the Contributor to CitizenSide (and the Partners' Websites) is deemed concluded as soon as the Document is made available by the Contributor on the Website, after acceptation of the TCU.

8. License offer

By registering on CitizenSide and offering a Document on the Website, the Contributor submits a License agreement offer regarding such Document, i.e. an offer to acquire the rights as described in clause 2 herein.

In addition to the offer, CitizenSide settles a base price for the Document as provided in clause 7.1 above, in the interest of the Contributor and that of the publication of the Document.

This offer is of unlimited duration and is made on the EditorSide website for the benefit of all the Publishers; the offer is exclusive for a strict duration of fifteen days, then non-exclusive.

This offer is of unlimited duration and is made on the EditorSide website for the benefit of all the Publishers; the offer is exclusive for a strict duration of fifteen days, then non-exclusive.

Once a transaction is concluded and a License granted regarding a Document, a new offer is automatically submitted by the Contributor on EditorSide to the Publishers within 24 hours from the last day of use of the License granted, pursuant to this clause.

9. Infractions

Without prejudice to any other remedy, CitizenSide reserves the right to send a warning, to discontinue, temporarily or permanently, a Member’s membership, to end it or to stop providing its services in the following circumstances:

1. non-compliance with all or part of the TCU herein or of the documents they refer to as being part of them;
2. if CitizenSide is unable to check or authenticate the information provided, and the Member does not answer to the authentication requests from CitizenSide;
3. if CitizenSide considers that a Member’s behaviour is likely to make himself, CitizenSide or other Members liable.

10. Limited warranty

CitizenSide excludes, within the legally permitted limits, any kind of warranty regarding its relation with its Members, subject to the above provisions.

11. Compensation

The members expressly agree to defend and indemnify CitizenSide (including reasonable attorneys’ fees) and its representatives, directors, agents or employees, against all claims or requests from third parties, caused by or arising from the infringement, by the Contributors, of the TCU herein or of documents they refer to as being part of them, or the infringement of any law or right of third parties.

12. Relationships between the parties

CitizenSide as the first part and its Members as the second part are independent parties, each acting in its own name and on its own behalf, subject to the rights granted to CitizenSide pursuant to clauses 2, 4.2 and 7.1 herein. The TCU herein do not create any subordination link, mandate, joint company, common company, employer-employee or franchisor-franchisee relationship between CitizenSide and its Members.

13. Notices

Except as otherwise expressly provided, any notice must be sent to CitizenSide by post to: CitizenSide International 92 rue de Lévis, 75017 Paris, France. Any notice to the attention of a Contributor will be sent to him by email at the address provided to CitizenSide upon registration. Notices are deemed to have been received 24 hours after an e-mail is sent unless the sender receives a notice that the e-mail address is not valid. Notices can also be sent by registered mail at the address provided upon registration. The aforementioned 24 hour period is then extended to three days after the letter is sent.

14. Governing law – Disputes

The TCU herein shall be governed and construed in accordance with the French law. The parties submit to the jurisdiction of the courts of Paris for any dispute arising between the parties and relating to the execution of the TCU herein.

However, where possible, the Parties will use their best efforts to come to an amicable settlement.

15. Miscellaneous

CitizenSide does not guarantee that the provision of its services will be continued and error free.

CitizenSide reserves the right to limit, from time to time or permanently, the activity of the Members on the Website, pursuant to criteria and thresholds likely to vary.

CitizenSide can not be made liable for any failure to perform obligations arising out of the TCU herein and due to events beyond its control and/or resulting from an event of Force Majeure. Force Majeure includes, in addition to events admitted by case law, any natural disaster, act of war, breach of peace, epidemic, fire, flood and other disaster, act of government, strike, lock-out, along with any electrical or technical problem external to the parties and preventing communication.

In the event that one or more provisions contained in the TCU are declared by a court to be illegal, unenforceable or invalid, the remainder of the provisions of the TCU shall continue in full force and effect, so far as the general economic balance of this contract is maintained.

The Members agree that the rights and obligations arising from the TCU herein can be transferred freely and ipso jure by CitizenSide to a third party in the event of a merger, acquisition or control takeover under article 233-3 of the French Commercial Code.

BY ACCEPTING THE TCU HEREIN, YOU EXPRESSLY UNDERTAKE TO EXECUTE AND APPROVE THE INTEGRALITY OF THE TERMS AND CONDITIONS OF USE, WITHOUT ANY LIMITATION OR RESERVATION.