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Terms & Conditions

Terms and conditions of use

The terms and conditions governing your use of the data, content, products, filters, presets, actions and other services (collectively, the “Services”) provided by Grame (“Grame”) as part of the platform, website and other image processing software and applications and features through which the Services are accessed (collectively, the “Site”) are set forth in these Terms and Conditions of Use (“T&Cs”).

Please read these T&Cs carefully before using the Services or the Site. By using the Services or accessing the Site, you (“you”, “you” or “your” as the case may be) agree to be bound by the terms and conditions of these TOS, and any terms incorporated by reference herein. If you do not agree to the terms of these TOS, you must immediately stop using the Site and Services.

Grame reserves the right to update or modify these Terms and Conditions from time to time without notice. Such changes shall be effective on the date on which these modified T&Cs are posted on the site, which can be found at https://grame.co/terms/. USE OF THE SITE OR SERVICES AFTER SUCH CHANGES COME INTO EFFECT CONSTITUTES ACCEPTANCE OF ALL CHANGES.

Please also note that if Grame determines at any time that you have abused or violated the terms of these T&Cs, Grame reserves the right to terminate your access to the Site and Services immediately and without notice.

Username, Password and Security

You are responsible for maintaining the confidentiality of your username and password, and you are solely responsible for all activities that occur under your username and password. You agree to immediately notify Grame of any unauthorized use of your user name and password or any other breach of security related to the Site. GRAME SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR FAILURE TO ADEQUATELY PROTECT YOUR USERNAME AND/OR PASSWORD, OR TO COMPLY WITH THIS SECTION.

Eligibility

The Services and the Site are accessible only to individuals or entities that can enter into legally binding contracts under applicable laws, as well as to individuals who are employees and members of the group of entities that have entered into a subscription or service agreement with Grame. Without limiting the foregoing, the Services and the Site are not accessible to children under the age of 13; if you do not qualify, you may not use the Services or the Site unless verifiable consent is given by a parent or guardian. Please contact us directly at: [email protected] to obtain our standard consent form for minors.

If you believe that your child has entered personal information without your consent, please contact [email protected] to have the data deleted and the account closed.

Links to Third Party Sites

Certain links on the Site may allow you to leave the Site. Third party sites to which the Site may link are not under the control of Grame, and Grame DOES NOT assume any responsibility or liability for any information, content, communications, services, goods or other materials available on any third party site. Unless expressly provided otherwise, Grame does not intend the links contained on the Site to be references or endorsements of any third party site or the entities that operate them, and such links are provided solely as a convenience to you.

Disclaimer of Liability

THE SITE, ALL SITES LINKED TO THIRD PARTIES AND ALL SERVICES, CONTENT AND MATERIALS PROVIDED ON THE SITE ARE PROVIDED TO YOU “AS IS, WITH ALL FAULTS”, AND YOUR USE OF SUCH SITES, SERVICES, CONTENT AND MATERIALS IS AT YOUR OWN RISK. NEITHER GRAME NOR ANY OF ITS AFFILIATES, PARTNERS, AGENTS OR LICENSORS MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT OR NON-INFRINGEMENT, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. NEITHER GRAME NOR ANY OF ITS AFFILIATES, PARTNERS, AGENTS OR LICENSORS WARRANT THAT YOUR ACCESS TO AND USE OF THE SITE WILL BE (1) UNINTERRUPTED OR ERROR-FREE, (2) FREE OF VIRUSES, UNAUTHORIZED CODE OR OTHER HARMFUL COMPONENTS, (3) SECURE, OR (4) AVAILABLE AT ALL TIMES OR FROM ALL LOCATIONS. YOU FURTHER UNDERSTAND AND AGREE THAT GRAME ASSUMES NO RESPONSIBILITY OR LIABILITY FOR YOUR ILLEGAL, UNAUTHORIZED, OR IMPROPER USE OF ANY INFORMATION TRANSMITTED, MONITORED, STORED, OR RECEIVED BY USING THE SITE OR SERVICES. NEITHER GRAME NOR ANY OF ITS AFFILIATES, PARTNERS, AGENTS OR LICENSORS WARRANT OR REPRESENT (1) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR THE SITE, (2) THE GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES OR THE SITE, OR (3) THAT ANY DEFECTS IN THE SITE WILL BE CORRECTED. IT IS YOUR RESPONSIBILITY TO TAKE WHATEVER PRECAUTIONS YOU DEEM NECESSARY OR DESIRABLE TO PROTECT YOURSELF FROM ANY CLAIM, DAMAGE, LOSS OR DANGER THAT MAY ARISE FROM YOUR USE OF THE SERVICES OR THE SITE. Some jurisdictions do not allow the exclusion or limitation of implied warranties. Therefore, only if required by applicable law, some or all of the above exclusions or limitations may not apply to you.

 

Limitation of Liability – General

IN NO EVENT SHALL GRAME, ITS PARTNERS, SUPPLIERS, AFFILIATES, INCLUDING THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES (COLLECTIVELY THE “COVERED PARTIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, RELIANCE, COMPENSATORY OR PUNITIVE DAMAGES OR DAMAGES RESULTING FROM LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION OR OTHER DAMAGES RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICES AVAILABLE ON THE SITE, ANY INTERNET LINKS OR THE CONTENT OF THE SITE, ITS CONTENTS AND THE INFORMATION CONTAINED THEREIN. THE FOREGOING LIMITATIONS OF LIABILITY ARE A FUNDAMENTAL BASIS OF THESE TERMS AND CONDITIONS AND GRAME WOULD NOT HAVE PERMITTED YOU TO USE THE SITE OR SERVICES WITHOUT THESE LIMITATIONS. Some jurisdictions do not allow the exclusion or limitation of liability. Therefore, only if required by applicable law, some or all of the above exclusions or limitations may not apply to you.

Limitation of Liability and Other Damages

You hereby waive, release and forever discharge GRAME and all of its content providers, their officers, employees, directors, officers, directors, members, shareholders, representatives, agents, insurers and their assigns (the “Released Parties”) from any and all claims you may have arising out of your use of the Site and Services. You covenant and agree not to sue any of the Released Parties for such claims. In consideration of your access to and use of the Site and Services, you hereby waive any and all claims, liabilities of any kind, demands, damages (including direct, indirect, incidental, special and/or consequential damages), losses (economic and non-economic) and causes of action of any kind that you have or may have in the future (including legal fees, attorneys’ fees and court costs) that may arise out of, result from or apply to your use of the Site or Services (“Claim”). You understand and acknowledge that such Claims include, but are not limited to, causes of action for negligence, property damage or theft.

You understand and agree that the foregoing waiver, release and discharge shall apply even if the Claims are caused by the negligent acts, omissions or negligence of any of the Released Parties. You understand that this waiver, release and discharge applies to you and on behalf of your heirs, next of kin and any legal or personal representative, executor, administrator, successor and assignee, or any other person who may claim or sue on your behalf.

You hereby agree to indemnify, defend and hold harmless the Released Parties from and against all expenses incurred and claims made in connection with your breach of this Agreement. You hereby agree to indemnify, defend and hold harmless the Released Parties from and against all expenses incurred and claims made by you or others (including, without limitation, court costs, attorneys’ fees and litigation expenses) arising directly or indirectly from your breach or failure to comply with any part of this Agreement, and/or any action or inaction that causes injury or damage to any other person or property and any claim arising out of or relating to (i) your use of the Services and/or the Site, (ii) any content you post, email, transmit or otherwise make available to Grame or through your use of the Services or the Site, (iii) your violation of the TOS, or (iv) your alleged violation of any intellectual property or other rights of any person or entity. You understand that this undertaking to indemnify, defend and hold harmless applies to you and your heirs, next of kin and any legal or personal representative, executor, administrator, successor or assignee, or any other person who may claim or sue on your behalf.

Prohibited uses

As a user of the Services or the Site, you agree to use the Services and the Site only for legitimate purposes. Use of the Services or the Site for the transmission, distribution, retrieval or storage of any information, data or other material in violation of any applicable law or regulation is prohibited. You also agree not to use the Services or the Site for :

  1. Use or transmit any material protected by copyright, trademark, trade secret, patent or other intellectual property right without proper authorization ;
  2. Threaten, harass, defame, embarrass or cause distress to any other person or group ;
  3. Distribute computer viruses, worms or any other software designed to damage or modify a computer system without the owner’s consent ;
  4. 4. Use “auto-responders” or other similar mechanisms that generate excessive network traffic ;
  5. Post or send any unlawful, harmful, libelous, defamatory, libelous, pornographic, obscene, vulgar or otherwise objectionable material ;
  6. Post, send or relay any unsolicited advertising ;
  7. Post or send chain letters or pyramid schemes ;
  8. Post or send fraudulent or deceptive offers for products, items, loans or other services ;
  9. Post any misleading, inaccurate or fraudulent information ;
  10. Post any unsolicited email ;
  11. Post unsolicited messages ;
  12. Harvest or otherwise collect information about others, including email addresses, without their consent ;
  13. Create a false identity or e-mail address or a false header or attempt to mislead others as to the identity of the sender or the origin of the message; or
  14. Attempting to gain unauthorized access to the Services, other accounts, computer systems or networks connected to the Site through the extraction of login passwords or any other means.

Property Rights

You acknowledge and agree that the Service, any Grame software or other functionality used in connection with the Service and the Site contain proprietary and confidential information that is protected by applicable intellectual property and other laws (the “Proprietary Material”). Grame grants you a personal, non-transferable, non-exclusive license to use the Proprietary Material solely for the purpose of using the action, filter or preset you purchase on the Site ; provided that you do not copy, modify, create derivative works, reverse engineer, disassemble, attempt to discover source code, sell, transfer, grant a security interest in, sub-license, sub-license, sub-contract, grant an intellectual property right in, or permit any third party to do so ; and You agree not to modify the Proprietary Material in any manner or form, or to use modified versions of the Proprietary Material. You agree not to access the Service by any means other than through the interface provided by Grame. This license applies only to a single copy (one seat or use at a time) of the action, filter or preset installed on up to two of your computers. Upon purchase of a Share, Filter or Preset, in accordance with these T&Cs, you have the right to create an unlimited number of finished products, photos, drawings or other edited visuals (“Finished Products”), and you may market and sell such Finished Products to any number of persons or entities. No right to redistribute shares, filters or presets, or archive photos or proprietary materials of Grame shall be considered part of the license granted hereunder, and any shares, filters or presets acquired from Grame may not be incorporated as a separable component of the Final Product. You may not share any shares, filters or presets with third parties, as this license is personal to you.

Trademarks. Trademarks appearing on the Site, including those of Grame, are the property of their respective owners. Grame’s trademarks may only be used with the express written permission of Grame. The design and layout of the Site and all other web sites owned, operated, licensed or controlled by Grame or its subsidiaries, if any, are protected as trade dress and may not be copied or imitated in whole or in part. No logo, graphic, sound, image or animation from the Site may be copied or retransmitted without the express permission of Grame. Other product and company names mentioned on the Site may be trademarks of their respective owners.

Copyright. All materials on the Site are copyrighted and are protected by state laws, international treaties and the copyright laws of other countries. Except as expressly provided in the subscription or service agreement governing your use of the Services, Grame and Grame-licensed materials may not be reproduced, copied, distributed, adapted, displayed, edited, published, transmitted or downloaded in any way without the express written permission of Grame. All rights not expressly granted herein are reserved by Grame.

General. You may install and use the Site on your devices, including by creating bookmarks and shortcuts. You may not, however, create a publicly accessible link to the Site without our prior written permission. All rights not expressly granted in this Agreement are reserved to Grame. No other rights or licenses, express or implied, are assigned or provided for in this Agreement. You further agree that by downloading any material or other content in any form or media from the Site, you grant Grame a license to use such content in accordance with the terms of the Grame Partner License Addendum attached hereto as Schedule A.

Changes to the site and services

Grame reserves the right to modify, suspend or discontinue any aspect of the Services or the Site at any time, including the availability of any features, delivery service, database or Site content. Grame may also impose limits on functionality or restrict access to certain parts of the Site.

Applicable Laws; Jurisdiction

You and Grame agree that the statutes and laws of the French courts, without regard to principles of conflicts of laws thereunder, shall govern all matters relating in any way to these TOS or your use of the Site or the Services, regardless of where you actually access the Site or use the Services or principles of conflicts of laws. Grame makes no representation that materials on the Site are appropriate or available for use in other locations, or that access to them from territories where their contents are illegal or prohibited. Those who choose to access the Site from outside of the United States do so on their own initiative and are responsible for compliance with local laws.

This agreement is personal to you and you may not assign your rights or obligations to a third party.

Any action arising out of these Terms and Conditions must be brought in the state or French courts located in the county of Paris, France.

Appendix A

PARTNER LICENSE FOR GRAME

  1. This addendum to the Grame Partner License Agreement (the “Partner License Agreement”) governs all data, content, products, filters, actions, and other materials that you may download from the Site from time to time (the “Materials”, and the User who downloads them, the “License User”). By submitting Materials to the Site, the Licensed User agrees to be bound by the terms of this Partner License Agreement.
  2. For so long as Grame operates and maintains the Site and Services, the Licensed User hereby grants Grame a non-exclusive, worldwide, transferable license to use the Content that the Licensed User may download from the Site, which license includes the right to market, display and sell the Content in connection with the actions, filters and presets that Grame operates through the Site, as well as all promotional and marketing rights in such Content, including the right to incorporate the Content into photographs, videos and recorded clips for advertising purposes.

The fees paid for the license fees set forth herein shall be set forth in writing by Grame and the licensed user, and may be changed from time to time. Any written agreement then in effect governing the license fee shall be deemed to be an integral part of this Partner License Agreement and incorporated herein.

  1. Commission payments are processed through third party services, Paypal and Payoneer, on a monthly basis. Bank transfers, wire transfers and international payments are subject to transaction fees implemented by the payment processing organization.
  2. Neither Grame nor the Licensed User shall seek to register each other’s trademarks, copyrights, or other intellectual property rights in any country in the world.
  3. Other than the license granted herein, the Licensed User shall retain and own all right, title and interest and all intellectual property rights (including, but not limited to, copyrights, trade secrets, trademarks and patent rights) in and to the Materials and all copies, variations and developments thereof.
  4. The Licensed User warrants that the Licensed User is the sole owner of the Materials and that no third party will claim ownership of or any rights in all or any part of the Materials that may restrict or otherwise interfere with the rights granted to Grame hereunder. Licensee further expressly warrants to Grame that the license rights granted to Licensee hereunder have not been granted to any third party other than Licensee User and shall not conflict with any rights granted to any third party other than Licensee User and that performance of the terms hereof shall not give rise to any claim against Grame that Licensee is in violation of any third party’s rights in and to the Material. The Licensed User shall endeavor to obtain all registrations and other federal and state protections that Grame may reasonably request to protect its interests in and to the Materials used in the context of the Site in the event that the Materials are not protected at all times by federal and state law.
  5. Licensed User shall, at his or her own expense, defend, indemnify, or, at his or her sole discretion, settle any action brought by any third party against Grame or its officers, directors, employees, or agents as a result of a breach by Licensed User of its representations, warranties, or agreements relating to the Materials. In the event that any third party asserts any interest in the Materials, the Licensee shall promptly notify Grame in writing and shall use its best efforts to obtain Grame’s right to use the Materials.
  6. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR PENALTIES UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY.

TERMINATION; INDEPENDENT CONTRACTOR.

  1. Either the Licensed User or Grame may terminate these T&Cs upon written notice if the other party fails to cure a material breach within thirty (30) days of such notice. Termination of these T&Cs terminates all licenses granted hereunder. The indemnification, representations and warranties set forth herein shall survive any such termination.
  2. Each party agrees and acknowledges that, in performing its obligations under these Terms and Conditions, it is an independent contractor of the other party and is solely responsible for its own operations. Neither party has the power to make any commitment or enter into any contract on behalf of, bind or obligate the other party in any way except as expressly set forth in these Terms and Conditions. No joint ventures or partnerships are intended to be formed by these GTCs.

These terms and conditions were last amended on 13 November 2019. If you have any questions or concerns, please do not hesitate to contact us.

Legal Notice :

– CASTEL Léo – CEO

– 5 rue Joseph pelletier

– 0668421640 – [email protected]

– SIRET : 84803730500010