terms and conditions of use

Warning

By using the services of www.CitizenSide.com (the “Website”), you expressly acknowledge and accept, without any reservation, the present Terms and Conditions of Use (the “TCU”). If you do not accept to be bound by the TCU, do not use and access the sections of this Website and the services it provides.

CitizenSide reserves the right to partially or fully revise the TCU at its own discretion and at any time. Any such modifications take effect as of the date of their posting on the CitizenSide Website. Your use of the Website from that date implies your acceptance and acknowledgement of the TCU as revised.

If you consider that the revised TCU are not or no longer acceptable, then do not use the Website.

The services provided on the Website are only available to natural persons aged 18 or over who can legally enter into contracts under the terms of the French Civil Code. Should you use the Website on behalf of a legal entity, you certify and guarantee that you are fully entitled to bind this legal entity.

The TCU herein determine the mutual contractual obligations between CitizenSide and its Clients (the “Sellers” and “Buyers” as hereunder defined). The use of the CitizenSide services implies the full and entire acceptance of the TCU herein. Each CitizenSide Client declares his awareness, understanding and full acceptance of the Terms and Conditions. The TCU can only be revised by CitizenSide.

The Terms and Conditions herein took effect on October 15th, 2006 and were revised on January 1st, 2008 (in force since March 7, 2008).

The services of CitizenSide are exclusively available to users who are legally capable of entering into contracts under French law. The services are not available to children under 18, unless under the supervision of an adult, father/mother or legal guardian, and the said father, mother or legal guardian is responsible for any use of the Website. If you do not fulfil the above requirements, then immediately refrain from the use of our services. Furthermore, you are no longer authorized to use our services if your account is temporarily or permanently discontinued. Additionally, your CitizenSide account (including comments and evaluation profiles) and username may not be transferred or assigned in any form to any third party.

The purpose of CitizenSide is to connect the Sellers and the Buyers of photo or video files (the “Documents”).

“Document” means any piece of work representing an original, previously unpublished and royalty-free photo, video or other digital file (with its legend in text format), of a non violent and non pornographic content, illustrating news items likely to inform or attract the interest of the general public.

“Transfer” or “Sale” of a Document means the grant of an exclusive License (the “License”) to use the Document for the benefit of the Buyer, for a determined duration of thirty days (the “Duration”) and for a single publication (the “Publication”), under a single Title (the “Title”), on a determined territory (the ‘Territory”), whatever the material.

The Seller remains at anytime the owner of his Document.

It is thus not a sale under the French Civil Code, but a full transfer of the rights of use, i.e. the full 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.

“Duration” means the duration of the transfer of the rights of use granted to the Buyer regarding the Document. This duration shall not exceed thirty clear days.

“Publication” means any act of use of the Document by the Buyer for a public or commercial purpose.

“Title” means the material used by the Buyer to publish the Document. It can either be a paper, audiovisual or online (Internet) material.

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

“Seller” 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 to Buyers a License regarding his Document. Any Seller must enter his profile in the Seller section of the Site and, upon confirmation by CitizenSide of his registration into the Seller file, the Seller will be entitled to submit his Document(s) without limitation, unless his registration is discontinued by the Seller or CitizenSide. Any Seller acts on CitizenSide in an anonymous manner with a username directly linked to his user account.

“Buyer” means any professional media publisher strictly selected by CitizenSide and wishing to purchase a License regarding the Document provided by the Seller. The Buyers must register in the Buyer section. Upon registration into the Sellers database of the CitizenSide Website, the Seller 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 to the Buyers likely to acquire a License. The Seller can discontinue his registration regarding the CitizenSide Website at any time, subject to prior notice as provided in clause 8 hereunder.

When CitizenSide decides to give access to the Document, the Buyers are exclusively entitled to access to this Document simultaneously with a personal and limited registered access. The Buyers can then purchase a License by accepting the License offer. The License is then deemed to have been concluded between the Seller and the Buyer, which implies that the Seller is bound to give such License to the Buyer, who is bound to pay the price to the Seller. Regarding this direct License between Seller and Buyer, CitizenSide transfers the Document (the file as received from the Seller) from the Seller to the Buyer, together with the rules governing the License. As an intermediary, CitizenSide perceives a commission on the License (according to price list under clause 4). CitizenSide executes, on behalf of the Buyer, a sale record for the Seller. However, if the Seller is not a private individual but a professional, i.e. if he deals in the sale of photos 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 Seller, an invoice for the Buyer. For summary purposes, CitizenSide acts on behalf of the Seller in order to:

• enable him to sell a License for his Document in a fully anonymous manner
• determine a base price for the License
• issue a document addressed to the Buyer and serving as invoice
• perceive the payment of the License which CitizenSide will then pay back to the Seller, minus its commission

CitizenSide never becomes the holder or owner of any material or immaterial element relating to the Document, and the rights over the Document are transferred directly from the Seller to the Buyer.

CitizenSide only serves as a host for the Sellers Documents and License offers.

However, Sellers and Buyers expressly entitle CitizenSide to use on its Website or on any partner’s Website, at its own discretion, a number of Documents for information and promotion purposes, without any financial consideration.

CitizenSide has no warranty obligation towards the Seller regarding the payment of the price by the Buyer, or towards the Buyer regarding the integrity of the Document.

Once the contract is entered into, CitizenSide’s sole obligation is to transfer the Document to the Buyer, and, subject to the effective payment of the price to CitizenSide, to transfer the price, minus the commission, to the Seller, within sixty days of the fulfilment of the transaction.

The transfer of the payment by CitizenSide to the Seller is subject to the effective transfer of this payment by the Buyer to CitizenSide. Otherwise, the Seller can only take action against the Buyer, any warranty action against CitizenSide being excluded in this regard.

CitizenSide reserves the right to accept or reject, without justification, any registration in the “Buyers” or “Sellers” sections.

Any Document is considered a creation protected by copyright; the License includes any publicity conducted by the Buyer 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, is subject to the transfer of a new License.

Any reproduction or representation shall include a “signature” mentioning the name of the Seller (alleged owner of the Document). If the parties decide against such a signature, they must consent to it in a clear and precise agreement.

No Document can be modified in any way without the Seller’s prior consent, unless as required in order to comply with the law or third parties rights. However, any cropping required for the Document layout is permitted.

The Buyer is liable for any modification of the Document legends provided by the Seller, and the Buyer is exclusively responsible for the texts and legends made at his initiative. The Seller guarantees to the Buyer the origin and reality of the Document.

The transfer by the Seller of the reproduction and representation rights regarding the Document does not exonerate the Buyer from ensuring the compliance with the rights of the persons featured or of the owner of the works featured. In such case, the Seller must obtain from the featured persons or from any person whose object or work is featured an authorization to publish, and the Seller must mention to the Buyer whether he did obtain such authorization. In case of deliberate disinformation acknowledged by a court decision, the Buyer can call upon the Seller to join him in case of a third party claim regarding the publication of the Document. The Seller acknowledges that he is solely responsible for any publication by the Buyer or his assigns without the written authorization from the person(s) or the owner of the objects or works featured, and expressly saves the Seller and/or CitizenSide harmless in case of dispute.

4.1 Distribution costs and Commissions

The registration and Document offers are free of charge.

However, for each license sold, CitizenSide perceives a variable commission on the transaction amount; such commission shall not be inferior to 5 (five) Euros (tax excluded) or exceed 50% of the sale price.

If the transaction is concluded, CitizenSide will deduct a commission ranging from 25% (twenty five percent) to 35% (thirty-five percent) of the License price for any Document sold, according to the following price list:

• for an achieved Seller Turnover from 1 to 50,000 Euro (fifty thousand Euro), tax excluded: 35% (thirty-five percent) of the transaction price,
• for an achieved Seller Turnover from 50,001 Euro (fifty thousand and one Euro), tax excluded, to 100,000 Euro (one hundred thousand Euro), tax excluded: 30% (thirty percent) of the transaction price,
• for an achieved Seller Turnover over 100,001 Euro (one hundred thousand and one Euro), tax excluded: 25% (twenty-five percent) of the transaction price.

“Seller Turnover” (STO) means the total amount perceived by a Seller regarding the Licenses sold through CitizenSide.

The accumulated STO will be considered on a year-on-year basis.

The sole and only commission rate applied by CitizenSide for each transaction is determined according to the STO achieved before the Seller’s offer of the Document subject to the current License.

As an exception to the aforesaid, whatever the price of the transaction and the commission rate, Citizenside shall issue no refund under 50 (fifty) Euros (tax included).

As long as the STO has not reached 50 (fifty) Euros within an 18 months period, starting from the Buyer payment of the last transaction concluded by the Seller, the Buyer expressly entitles Citizenside to keep any amount owed to the Seller regarding his STO until such limit is reached.

For each Document sold in a country which is different from the country of residence mentioned by the Seller upon registration, CITIZENSIDE will perceive a commission amounting to 50% (fifty percent) of the License price. For the determination of the commission rate perceived by CitizenSide for the Documents sold on the Seller’s national market (country of residence mentioned upon registration), the Documents sold abroad will be taken into account in the calculation of the STO achieved by the Seller.

For any use through mobile phones technology, CITIZENSIDE will perceive a special commission amounting to 50% (fifty percent) of the License price. Any Document sold this way will be taken into account in the calculation of the total STO achieved by the Seller.

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

CitizenSide will use its best endeavours to obtain from the Buyer the payment of the License promptly after the conclusion of the transaction.

The Seller expressly entitles CitizenSide to keep the full amount of the License price as a security deposit during sixty days. CitizenSide will then transfer to the Seller the full License price, minus its commission as an intermediary.

5.1 CitizenSide’s role

The CitizenSide Website is only an online host with the purpose of enabling, as an intermediary, anyone, at any time and in any location, to sell a news Document to a media professional.

CitizenSide is not entitled to buy Documents, either on its behalf or on a third party behalf.

CitizenSide hosts the content of the Documents offered by the Sellers and intended exclusively for the Buyers.

At no time does CitizenSide hold or own any right of owner over the Document.

CitizenSide only holds an exclusive and temporary right to market the Document.

The Seller alone decides whether to offer a License for his Document and the Buyer alone decides to purchase such License.

CitizenSide can not guarantee that the Seller and the Buyer 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 Sellers capacity to sell such Documents or the Buyers capacity to pay for them.

However, for efficiency and ethics purposes, CitizenSide reserves the right, at its own and entire discretion:

• to accept or not the registration of a Seller or Buyer on its Website
• to make a Document submitted by a Seller available to the Buyers
• 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 Seller, minus its commission

CitizenSide will communicate its decisions to the Seller or Buyer by electronic mail.

CitizenSide also requires the Seller 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 Buyer who, if he decides to purchase the License regarding the Document, is solely and entirely responsible for the content of the information thus communicated regarding the rights of third parties, if any.

5.2 Sellers valuation

In order to value the Sellers performance and to give the Buyers security, CitizenSide implemented a system based on “comments” or “evaluations” enabling the Buyers (in a fully anonymous way) to evaluate the Sellers.

The Buyer can thus give his feedback to CitizenSide regarding the Seller after they have completed a transaction. CitizenSide then decides, at its sole discretion, to communicate those comments or evaluations to the Buyers, and the Sellers expressly agree to such communication.

The Buyers can grade the Sellers they purchased a Document from according to the following scale:

Five grades can be selected:

• 5: Very satisfied
• 4: Satisfied
• 3: Rather satisfied
• 2: Slightly satisfied
• 1: Not satisfied

A valuation is brought to each grade:

• 5 = +2
• 4 = +1
• 3 = 0
• 2 = -1
• 1 = -2

Any Seller whose overall score reaches - 5 or under will see its CitizenSide membership automatically cancelled.

5.3 Disclaimer – Lifting of anonymity

Seller and Buyer 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 Seller regarding the Document and/or of any court enquiry or dispute relating to the Document, CitizenSide can be brought, upon demand, to disclose the identity of the Seller to the Buyer.

If the Seller makes a Document available and a Buyer decides to purchase such Document at the price determined by CitizenSide, the transaction is deemed concluded. The Seller must grant the License regarding the Document to the Buyer (according to clause 2 herein) and the Buyer must pay the price for the Document to the Seller, 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 Buyer, nor the Seller can withdraw their consent, unless otherwise provided by the law.

7.1 Description of the Documents ads and base price

The ads describe the Documents for sale. They can only include texts, images and sounds provided by the Seller to CitizenSide. Each Document offered for sale must be entered into the right Document category. The Seller is solely responsible for the choice of the category in which he chooses to file his ad. However, CitizenSide can decide to file the Document into a more adequate category.

In order to optimize and facilitate the transactions, any Seller grants CitizenSide the discretionary right to determine a base price for the Document.

As a media professional, CitizenSide will use its best endeavours to determine the best price for the Document, in accordance with the best market practices.

7.2 Conclusion of the License

As soon as a Buyer decides to purchase a License for a Document at the best price, which the Buyer expressly acknowledges is subject to the sole appreciation of CitizenSide, the Civil law provisions regarding the contracts formation and execution apply fully and immediately.

7.3 Fraudulent actions

Without prejudice to any other remedy, CitizenSide can discontinue or close a Seller or a Buyer account if it becomes apparent (following a conviction, a transaction, or an investigation conducted by the police, an insurance company or a sequestrator) that this Buyer or Seller is involved in fraudulent activities relating to the CitizenSide Website.

7.4 Manipulations

Sellers and Buyers can neither manipulate the price of the Documents, nor interfere with other members’ ads or transactions.

“Personal Data” means any information provided by a Buyer or a Seller upon registration on the CitizenSide Website or during a transaction, in the Document ad, in an email or in a posting on a public forum (including member profile). The Seller and the Buyer are solely responsible for their Personal Data, and CitizenSide has only a passive intermediate role when transferring them online.

CitizenSide undertakes to maintain all such data in a strictly confidential manner, pursuant to the French law of 6 January 1978 relating to computers, files and liberties (“Loi Informatique et Libertés”).

8.1 Documents and Personal Data quality – Ethical rules

Your Personal Data, along with any information mentioned on any Document offered on the Website:

1. must not be false, inaccurate or deceitful
2. must not be fraudulent or imply the sale of faked, counterfeited, borrowed or stolen Documents
3. must not infringe copyright, patents, trademarks, trade secrets or any other intellectual property right, confidentiality agreements or a third party’s privacy;
4. must not infringe any law or regulation
5. must not be defamatory, slanderous or libellous
6. must not be discriminatory or incite racial, religious or ethnic hatred or violence
7. must not contain obscene or paedophilic material
8. must not contain any virus, Trojan horse, worm, time bomb, cancelbot or any other computer program intended to damage or secretly intercept any computer system, personal information or data
9. must not incur CitizenSide’s liability or loss of all or part of the services of its suppliers, especially its Internet services providers
10. must not offer goods or services or contain direct or indirect hypertext links towards goods or services

• that are prohibited by the TCU herein
• that are identical to other Documents offered for sale
• that are simultaneously contained on a Website other than CitizenSide
• that a Seller is not entitled to sell or that a Buyer is not entitled to refer to with a hypertext link
• Furthermore, Buyers and Sellers are not entitled to list on the Website any Document (or to conclude a transaction using its services) leading to an infringement by CitizenSide of any law or regulation or not complying with the rules regarding CitizenSide’s charter.

8.2 License offer

By registering on CitizenSide and offering a Document to the Buyers, the Seller submits a License 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.

This offer is of unlimited duration and is made on CitizenSide for the benefit of all the Buyers; the offer is exclusive for a strict duration of three months, then non-exclusive.

The Seller can withdraw his offer at any time in a written document addressed to CitizenSide, under 30 day notice, unless a transaction has already been concluded prior to such withdrawal.

In view of communicating the Documents and offers to the Buyers, the Seller grants CitizenSide a special right of use, i.e. the right to represent and reproduce, without any financial consideration, the Document on a personalized page of the Website, accessible only to Buyers with a restricted access, strictly personal and not accessible to the general public, for an unlimited duration, exclusively during the first three months of the offer and then non-exclusively, and ending:

• either upon conclusion of a transaction,
• or upon withdrawal of the offer pursuant to this clause.

This specific and promotional authorization is automatically withdrawn upon withdrawal of the offer pursuant to this clause.

Once a transaction is concluded and a License granted regarding a Document, a new offer is automatically submitted by the Seller to the Buyers under 24 hours from the last day of use of the License granted, pursuant to this clause.

Buyers and Sellers expressly agree not to use any software or manual procedure to copy CitizenSide Web pages or to record or collect any information disclosed on these pages without CitizenSide’s prior written consent. Buyers and Sellers expressly agree not to use any sort of device or software in order to disturb the good operation of the CitizenSide Website. Buyers and Sellers expressly agree not to act in a way which would disproportionately overload its infrastructures. Most of the information contained on the CitizenSide Website is updated in real time. The Buyers accept not to copy, reproduce, alter, modify, create derived works from or disclose to the public all or part of the Website content without the prior written consent of CitizenSide or of the relevant Seller.

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.

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

Buyers and Sellers 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 Seller or the Buyer, 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.

Buyers and Sellers agree to comply with the current laws, regulations or standards relating to the use of Internet services, or to the distribution, purchase, solicitation or sale of Documents. Furthermore, Buyers and Sellers expressly acknowledge and accept that their use of CitizenSide’s services may cause them to be considered as a “merchant” under article L121-1 of the French Commercial Code, such qualification implying certain specific obligations such as a registration in the companies registry, the account keeping in accordance with applicable regulations, the payment of VAT and other relevant duties and taxes, and the compliance with the January 25th, 1985 law in case of insolvency. Also, merchants or, more generally, professionals, must comply with the regulations relating to invoices.

CitizenSide as the first part and Buyer/Seller 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.

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 Buyer or Seller 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.

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.

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 Sellers or Buyers 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.

Buyers and Sellers 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.