Terms of use

SONDO

Effective 01/01/2023

The purpose of these general terms and conditions of use (hereinafter referred to as the "GTC") is to provide a legal framework for the terms and conditions of the computer platform called "SONDO" published by LES STUDIOS FROG (RCS Nantes 817 437 155) and to define the terms and conditions of access and use of SONDO by the users

The present general conditions of use are accessible on the site under the heading "CGU".

Any signature of an order form implies the express and unreserved acceptance of the present general conditions.

In the event of non-acceptance of these TOS, the user must renounce access to the services offered by the platform.

LES STUDIOS FROG reserves the right to unilaterally modify the content of these TOU at any time, so users are advised to consult them regularly.

1 - LEGAL NOTICE

Owner : SAS LES STUDIOS FROG - 106, route de Gachet, La Chantrerie, 44300 NANTES - VAT FR60817437155

Responsible for publication: Marion Berthaut, President.

Host : OVH (Gravelines, FRANCE) and AWS (Ireland)

Responsible for the processing of personal data: SAS LES STUDIOS FROG

2 - DEFINITIONS

3 - DESCRIPTION OF SERVICES

LES STUDIOS FROG publishes a computer platform called SONDO for municipal libraries and media libraries (BM), of any category (communal, inter-communal, network, regional, ...), departmental libraries and media libraries (BDP), as well as all associative libraries or libraries attached to a private structure (except for the school and educational sector), which can welcome among its members people who have difficulty with reading or who suffer from learning disorders (dyslexia, dysphasia, dyspraxia, ...), allowing them to access a bouquet of digital books in a format called "FROG" (Free Cognitive eBook) designed to promote their cognitive accessibility

The SONDO platform is accessible to the Subscriber, via a web interface and / or an application for mobile devices running on iOS and Android, for the purpose of consultation of Books by Users, in return for the payment by the Subscriber of the fee for use of the Platform.

4 - ACCESS TO THE PLATFORM

LES STUDIOS FROG offers the Subscriber either (1) a selection of books, the SONDO selection online (for remote reading via web interface, streaming or offline, via mobile applications)

Upon registration of the order of the selection by the Subscriber, LES STUDIOS FROG shall estimate a time period for making the Platform available to the Subscriber's Administrators and Users, thus making available to the Users the Books of the ordered selection.

To access the Platform and the Books of SONDO online, an integration of the resource can be done, by developing a connector to the SIGB of the Subscriber. This connector allows the use of single sign-on (SSO) for the User as well as, possibly, the federated search service.

The Users can access the Books of the SONDO selection by connecting to the Platform on the dedicated application "SONDO", according to the access modalities that the Subscriber will have given them (on the Subscriber's terminals or via the personal space of the Subscriber User on the Subscriber's SIGB).

Subscriber, its Administrators and Users shall be free to use the Platform within the limits of the right of use granted by LES STUDIOS FROG.

Any access to the Platform using the access credentials of the Administrators and Users shall be deemed to be made by them. In this case, the Subscriber shall be solely responsible for all acts carried out on and through the Platform and for any harmful consequences resulting therefrom and shall hold LES STUDIOS FROG harmless in this regard.

The Subscriber agrees to immediately notify LES STUDIOS FROG of any unauthorized access to the Platform with a Subscriber account ID, so that LES STUDIOS FROG can take any appropriate protective measures in agreement with the Subscriber.

The Subscriber is responsible to LES STUDIOS FROG for the compliance with the TOU by the Administrators and Users who are employees of the Subscriber. As such, the Subscriber shall be liable for any damages caused to LES STUDIOS FROG or a third party by a failure of an Administrator or an employed User to comply with any obligation of the Subscriber under the TOU.

In addition, Subscriber agrees to make its Users aware of their responsibility regarding the security, confidentiality and use of their logins and passwords, and regarding compliance with the terms of use of the Platform.

5 - AVAILABILITY AND CORRECTIVE MAINTENANCE OF THE PLATFORM

LES STUDIOS FROG is committed to ensuring a satisfactory level of availability of the Platform.

Subscriber may notify LES STUDIOS FROG, via its Administrators, of any malfunction of the Platform, by e-mail to "info@mobidyscanada.com", making every effort to specify the description of the malfunction (including the action taken, the expected result and the result obtained), the date, time and conditions of its occurrence as well as the means of reproducing it.

LES STUDIOS FROG undertakes to take into account all reports of malfunctions on the Platform during its working days and hours. LES STUDIOS FROG will make every effort to resolve any reproducible and documented malfunction within a reasonable time. The resolution of the malfunction may include the implementation of a workaround or the development of a patch.

6 - ADMINISTRATION AND MAINTENANCE OF THE PLATFORM

LES STUDIOS FROG shall be responsible for the administration and preventive, corrective and progressive maintenance of the Platform, except for the corrective maintenance of malfunctions reported by the Subscriber.

In this regard, LES STUDIOS FROG shall be free to perform any maintenance to prevent potential malfunctions, to develop and install patches to correct malfunctions that it has discovered, and to develop and install updates and new versions of the Platform.

LES STUDIOS FROG may suspend access to the Platform for the purposes of administration or maintenance of the servers or the Platform. LES STUDIOS FROG shall endeavour to inform the Subscriber of the suspension of access to the Platform and to carry out its intervention at such times and under such conditions as to minimise the inconvenience caused to the Subscriber and the Users.

7 - DURATION OF THE SUBSCRIPTION

The subscription is for a minimum period of one (1) year, tacitly renewable. Subscriber may terminate the subscription by notifying LES STUDIOS FROG at least one (1) month prior to the expiration date of the subscription by e-mail to " info@mobidyscanada.com ".

8 - FINANCIAL CONDITIONS

Access to the Platform is granted upon payment by the Subscriber of an annual fee for the use of the Platform as defined in the commercial proposal of LES STUDIOS FROG accepted by the Subscriber, issued in the context of an order form for the selection chosen by the Subscriber

The fixed fee is exclusive of taxes. It is increased by the taxes applicable at the time of invoicing.

It is due in arrears for the coming year. LES STUDIOS FROG's invoices are payable upon receipt, unless otherwise stated on the invoice.

If the subscription is terminated before the expiration of the one (1) year term, the fee will be due.

In the event of non-payment by the due date, the Subscriber will be liable, by operation of law and without notice, for late payment penalties calculated by applying to the unpaid amounts an interest rate equal to six (6) times the legal interest rate. In addition, all invoices issued by LES STUDIOS FROG will become immediately payable. In addition, LES STUDIOS FROG may suspend access to the Platform until the Subscriber has paid the amounts due and the penalties for late payment.

Subscriber shall also be liable for a flat fee of forty (40) Euros as well as all expenses reasonably incurred by LES STUDIOS FROG to collect the amount due.

Any dispute concerning an invoice from LES STUDIOS FROG must be justified and notified in writing within fifteen (15) calendar days from the date of receipt. After this period, the Subscriber will be deemed to agree with the invoice sent to him and no further dispute will be accepted by LES STUDIOS FROG.

9 - INTELLECTUAL PROPERTY

Intellectual property rights on the Platform and the Books

FROG STUDIOS and its licensors own all intellectual property rights in the FROG format, the Platform and all of its component parts, such as programs, text, illustrations, logos and trademarks, with the exception of the Books.

All elements of the Books, with the exception of the FROG format, are the intellectual property of their respective publishers.

Access to the Platform does not entail any transfer of ownership of the intellectual property rights on the above elements to the Subscriber, who only benefits from the right of use granted below.

The Subscriber agrees not to do anything or allow anything to be done that would infringe the aforementioned rights of LES STUDIOS FROG, its licensors and publishers.

Right of use granted to the Subscriber

LES STUDIOS FROG grants the Subscriber a non-exclusive, non-transferable right for Administrators and Users to access and view the Books via an electronic communication network for the duration of the subscription and for the entire world, within the limits of the activation codes provided.

The right to access and view Books is limited to Users who are employees or members of Subscriber's services. Any other user of the Platform shall be considered a user without rights.

Subscribers are prohibited from performing any other act on the Platform and the Books, under penalty of infringement. In this regard, the Subscriber agrees not to:

• use the Platform and the Books in a manner that is not in accordance with their intended purpose or the terms of the Agreement;
• to assign or transfer its right to access the Platform or to access and consult the Books or to allow any third party to access the Platform or to access and consult the Books;
• to intervene on the Platform to correct any anomalies insofar as LES STUDIOS FROG reserves the right to correct them;
• perform acts of reverse engineering or decompilation in order to obtain the source code of the Platform.

10 - GUARANTEES

LES STUDIOS FROG warrants that it has obtained the right to adapt and/or distribute the Books in digital and audio format and in FROG format via the Platform.

If LES STUDIOS FROG loses the rights to a title from the Platform selection during the Subscriber's subscription period, it will replace it with another title.

Therefore, in the event of a request or action by a third party against the Subscriber on the grounds that a Book infringes his or her intellectual property rights, the Subscriber shall inform LES STUDIOS FROG in writing as soon as possible of the existence of such a request or action and shall provide LES STUDIOS FROG with all information relating to this request or action.

In this case, LES STUDIOS FROG may obtain, at its own expense, the right for the Subscriber to continue using the Book in question.

In any case, LES STUDIOS FROG will bear any damages that may be charged to the Subscriber by virtue of a final court decision or settlement, which would make LES STUDIOS FROG liable for the infringement of the rights of the third party, subject to the following conditions:

• Subscriber shall have notified LES STUDIOS FROG as indicated above;
• Subscriber shall cooperate with FROG STUDIOS in all matters relating to the settlement of the claim or action;
• Subscriber will not take a position contrary to that of LES STUDIOS FROG in the conduct of the defense or any settlement negotiations.

The guarantee of quiet enjoyment of the Books shall only apply if the Subscriber has used the Platform and the Books in accordance with the GCU.

LES STUDIOS FROG warrants that the Platform does not infringe the intellectual property rights of third parties. Therefore, LES STUDIOS FROG warrants to the Subscriber under the same conditions as above against any claim or action by a third party based on the fact that the use of the Platform in accordance with the GTC would infringe its intellectual property rights.

This clause constitutes Subscriber's sole remedy against LES STUDIOS FROG under the legal warranty of quiet enjoyment.

11 - PERSONAL DATA

Personal data processed by LES STUDIOS FROG on its behalf

LES STUDIOS FROG processes personal data for the purposes of managing access to the Platform (Administrators), providing the Platform, invoicing, tracking collections, managing subscriptions and, more generally, for the purposes of the relationship with the Subscriber.

The above personal data is intended solely for the use of LES STUDIOS FROG's corporate officers and employees who are responsible for these tasks. It may be passed on to companies of the group of which LES STUDIOS FROG is a part and to contractors of LES STUDIOS FROG who may be involved in these tasks.

LES STUDIOS FROG does not record personal data of Administrators or any other individual contact of the Subscriber in connection with the use of the Platform, except when they have requested a demo account for the purpose of evaluating the resource prior to subscription.

The personal data used by the Platform is the email address used as an identifier to access the demo account.

LES STUDIOS FROG retains the personal data of the Directors for the duration of the subscription and those of other individuals for a period of three (3) years after the end of the subscription. LES STUDIOS FROG will keep in its intermediate archives the personal data necessary for the exercise of a right and for the proof of this right for the duration of the applicable limitation periods or by virtue of the legal obligations to which it is subject.

LES STUDIOS FROG stores the personal data of data subjects on the servers of the hosting company, which are located in the European Union.

In accordance with the applicable legislation in Canada (or specific provincial legislation) relating to the protection of data and personal information, any natural person affected by such processing of personal data may, within the limits and conditions of the applicable Legislation :

• to obtain communication and, if necessary, rectification or deletion of personal data concerning her; 
• obtain the limitation of the processing of his personal data;
• to oppose the processing of personal data; 
• obtain a copy of his or her personal data in a structured and common format for transmission to another controller;
• inform LES STUDIOS FROG of his or her specific instructions on what to do with his or her personal data in the event of his or her death; otherwise, his or her heirs may exercise their rights under applicable law, as described below.

The individual concerned may exercise any of these rights by contacting LES STUDIOS FROG (info@mobidyscanada.com), and providing proof of identity. LES STUDIOS FROG will charge the cost of exercising these rights, including the cost of retrieving or copying personal data, in the event of an unjustified or excessive request.

Furthermore, LES STUDIOS FROG may terminate the provision of the Platform as of right and without legal formalities, by registered letter with return receipt requested, in the event that it no longer has the personal data necessary for its performance as a result of the exercise of any of the above rights.

The individual concerned also has the right to lodge a complaint with the Privacy Commissioner of Canada or any other competent supervisory authority in the event of a dispute concerning the above processing of his or her personal data.

12 - CONFIDENTIALITY

Subscriber agrees to keep strictly confidential, not to disclose to third parties and not to use for any purpose other than the performance of the subscription, the information of LES STUDIOS FROG expressly identified as confidential, that it has received, that it will receive or of which it will have knowledge, whether materialized on a support or dematerialized, except with prior written authorization.

FROG STUDIOS' know-how in the field of cognitive accessibility and compensation for people with learning disabilities, FROG's features and related know-how for making digital books accessible to the above-mentioned people are expressly considered as confidential information of FROG STUDIOS.

The following information is not subject to this confidentiality obligation:

• that were already lawfully in Subscriber's possession prior to their disclosure by LES STUDIOS FROG ;
• which would have been provided to the Subscriber in a non faulty and licit way by a third party; 
• that had fallen or would fall into the public domain in a non-infringing and lawful manner;
• that Subscriber is required to disclose to an administrative or judicial authority pursuant to a legal obligation or enforceable court order, but only to the extent necessary to comply with such legal obligation or court order and provided that Subscriber notifies LES STUDIOS FROG in writing as soon as possible after becoming aware of such disclosure obligation.

Subscriber shall be responsible to LES STUDIOS FROG for compliance with this confidentiality and restricted use agreement by its officers, employees and third parties to whom it may be authorized to disclose confidential information.

This confidentiality and restricted use obligation shall apply for the duration of the subscription and for ten (10) years after its expiration or termination.

13 - LIABILITY

The Subscriber certifies that it is a library or media library that welcomes people who may have difficulties with reading, particularly because they suffer from learning disabilities (dyslexia, dysphasia, dyspraxia, etc.).

The Subscriber shall be solely responsible for any use of the Platform that is erroneous or does not comply with the GTC or with applicable laws and regulations, as well as for any damage that may result to the Subscriber, to Users or to third parties. Subscriber shall indemnify and hold harmless LES STUDIOS FROG from and against any and all liability, costs and damages arising out of any action or claim that may be brought against LES STUDIOS FROG as a result of such use of the Platform.

LES STUDIOS FROG shall not be liable for any damages incurred by Subscriber or third parties in connection with the use of the Platform where such damages are caused by:

• by the Subscriber, in particular in the event of use of the Platform that does not comply with its purpose, its documentation or the terms of the GCU; 
• by a third party, in particular in the event of unauthorized use or intervention on the Platform or in the event of the commission of an offence against the Platform;
• or by any event beyond the reasonable control of LES STUDIOS FROG, including but not limited to, a failure of the electronic communication or electricity supply networks.

LES STUDIOS FROG shall only be liable for damages caused directly to the Subscriber by a proven breach of its essential contractual obligations by LES STUDIOS FROG or by serious or repeated breaches of its non-essential contractual obligations.

LES STUDIOS FROG's liability shall be limited, for all damages, including any warranty, to the amount of the fee payable by the Subscriber for the use of the Platform for the calendar year in which the damage occurred.

In any case, LES STUDIOS FROG shall not be liable after the expiration of one (1) year from the date of the event causing the damage or from the termination of the subscription for any reason whatsoever.

14 - APPLICABLE LAW - DISPUTES

Subscribers' and Users' attention is drawn to the fact that any translation of the present GTU would be provided for their convenience only. In case of inconsistency or contradiction between the French version and any translation, the French version shall prevail. These terms and conditions are subject to French law. In case of dispute, the Commercial Court of Nantes will have exclusive jurisdiction, even in the case of summary proceedings, appeal for guarantee or multiple defendants.

Any order implies unreserved acceptance of the general conditions of use of the platform SONDO accessible on the website "www.mobidyscanada.com".