Terms & Conditions

This is an English translation of our French General Conditions. Under Article 21.1, the French text is the only version that prevails in the event of a dispute.

TBViral - General Conditions for the Assignment of Copyright

Mr Gatien RAKOTOZAFY, sole trader operating under the French micro-entreprise regime, under the commercial name RKT MEDIA and operating the TBVIRAL service, whose business address is 60 rue François 1er, 75008 Paris (domiciliation LEGALPLACE, RCS Paris 814 428 785), registered with the Paris Trade and Companies Register under number 841 764 939, SIRET 841 764 939 00028.

VAT not applicable - VAT exemption under article 293 B of the French General Tax Code.

TBVIRAL can be reached Monday to Friday, except public holidays, from 8:00 to 19:00 (Paris time) by email at contact@tbviral.com.

Article 1 - Definitions

The Licensor grants the Licensee, who accepts, the task of protecting their video and exploiting it in order to promote it and optimise its monetisation.

Royalty: the sum paid by the Licensee to the Licensor, after deduction of commissions under the conditions set out in these General Conditions.

TBVIRAL: TBVIRAL, also referred to as the Licensee, undertakes to protect the video and exploit it across social networks in order to optimise its returns.

The video: the work created by the Licensor, of which they are the owner, consisting of images and sound and thereby constituting an audiovisual work.

Net revenue: the sums actually received by TBVIRAL from the exploitation of the video, after deduction of bank processing fees, distribution platform commissions and any withholding tax. No other deduction may be made before the share provided for in Article 9 is applied.

The Consumer: the Licensor, being a natural person acting for purposes outside their commercial, industrial, craft, liberal or agricultural activity.

Article 2 - Entire Agreement

2.1 These General Conditions express the entirety of the parties' obligations. They constitute the sole basis of the commercial relationship between the parties, and the Licensor is deemed to accept them without reservation by signing them. They prevail over any other document and apply to all services rendered by TBVIRAL.

2.2 TBVIRAL may amend its General Conditions. Any amendment is notified to the Licensor in writing and takes effect only upon expiry of a period of one (1) month from that notification. During this period the Licensor may refuse the amendment; their refusal terminates the Agreement at no cost or indemnity to them, and the amendments are not enforceable against them.

2.3 These General Conditions are communicated to the Licensor before any order. TBVIRAL may depart from certain clauses by establishing negotiated special conditions.

Article 3 - Purpose

These General Conditions define the conditions under which the Licensor grants the Licensee, who accepts, an exclusive and non-transferable licence to exploit the work, being the video protected by TBVIRAL.

Article 4 - Submission Process

4.1 The Licensor acknowledges that all information provided to TBVIRAL at the time this Agreement is concluded, by means of the online form, is accurate. TBVIRAL shall not be liable for consequences arising directly from an inaccurate declaration by the Licensor.

4.2 The Licensor shall upload the video file in the best available quality to the TBVIRAL website, or send it by email to contact@tbviral.com.

4.3 Having reviewed the services offered by TBVIRAL on its website www.tbviral.com, the Licensor makes contact via the form on the site. On receipt, TBVIRAL reviews the information provided and the video that is the subject of this Agreement.

4.4 TBVIRAL reserves the right to decline to contract with the Licensor without being required to give reasons, and the Licensor may not compel it to do so.

4.5 On signature of these conditions for the assignment of copyright, the Licensor contracts unequivocally with TBVIRAL, whose task is to protect the video entrusted to it and to exploit it at its own pace.

Article 5 - Ownership of the Video

The video is deposited with TBVIRAL in one of the formats available on the site.

5.1 The Licensor certifies that they are of legal age, or failing that an emancipated minor.

5.2 The Licensor acknowledges being the exclusive author of the video in its entirety.

5.3 The Licensor acknowledges having obtained all authorisations that may be required under applicable law, including those of any natural or legal persons filmed and of any identified and protected locations.

5.4 The Licensor certifies that the video is not subject to any transfer of ownership, pledge, lien, contribution to a company, or assignment of copyright on an exclusive or other basis in favour of any third party, capable of calling into question the subject matter of the Agreement.

5.5 The Licensor further certifies that the video is not subject to any dispute as to its validity and/or ownership.

Article 6 - Scope of Services and Exclusivity

6.1 TBVIRAL protects the video with the rights management systems of the main distribution platforms, in particular YouTube (Content ID), Instagram (Rights Manager) and Facebook (Rights Manager), as well as any equivalent present or future platform, within 7 business days of signature.

6.2 TBVIRAL, under this exclusive assignment mandate, undertakes to use its best efforts to exploit the video, in particular by promoting it across social networks including YouTube, Instagram and TikTok, without this list being exhaustive. TBVIRAL is bound by an obligation of means, not of result.

6.3 - Scope of the rights assigned. In accordance with Article L131-3 of the French Intellectual Property Code, the rights assigned are delimited as follows:

• Rights assigned: the right of reproduction, namely the right to use the video in whole or in part, in such number of copies as necessary, including within compilations; and the right of representation, namely the right to communicate, publish, edit or broadcast the work by any means.
• Destination: commercial exploitation of the video, its promotion, and the granting of licences to third parties (media, brands, platforms).
• Media: social networks, streaming platforms, television, online media, press, and any digital or physical medium existing at the date hereof.
• Territory: worldwide.
• Duration: the term of the Agreement as defined in Article 10.

In accordance with Article L131-6 of the same code, the assignment does not extend to modes of exploitation that are unforeseeable at the date hereof, save by express and separate agreement of the parties providing for a corresponding share of the profits.

6.4 Exclusivity means that the Licensor shall not grant all or part of the intellectual property rights in the video to any third party during the term of this Agreement.

6.5 Exploitation and communication will be carried out mainly on social networks, and the Licensor may not interfere with the choices made by TBVIRAL.

6.6 All sounds, music, videos, texts, software, interfaces, graphics, photographs, trademarks, logos and computer code contained on the site, including their design, structure, selection and arrangement, are owned by or licensed to TBVIRAL and protected by intellectual property law.

Article 6 bis - TBViral's Obligations

TBVIRAL undertakes to the Licensor to:

• Protect the video within a maximum of 7 business days with the organisations referred to in Article 6.1, from signature hereof
• Pay any taxes required to maintain the protection of the work in force
• Refrain, throughout the term of the Agreement and for one year after its expiry, personally or through a third party, from producing a video that is identical or extremely similar and liable to create confusion
• Respect the integrity and spirit of the video
• Not contest the validity of the video nor interfere with its normal exploitation
• Respect the brand image attached to the video and refrain from any disparagement
• Use reasonable commercial efforts to optimise monetisation, without any obligation of result

These undertakings apply except during periods when TBVIRAL is closed, of which Licensors will be informed. During such periods no promotion will be carried out, but protection will remain automatically in place.

Article 7 - Creator's Obligations

7.1 The Licensor undertakes to submit a video free of all rights, of which they certify being the author, and which infringes no law and no third-party right, including copyright, trademarks, trade secrets, personality or privacy rights. They certify that the video is not fraudulent, misleading, defamatory, abusive, violent, threatening or obscene; that it harasses no one; that it promotes neither racism, hatred nor discrimination based on race, sex, religion, nationality, sexual orientation or age; that it does not promote illegal activities or substances; and that it contains no malicious code.

7.2 Should the Licensor decide to sell the video, they undertake to inform TBVIRAL and to offer it first refusal at the price they have set. TBVIRAL has two (2) months from receipt of the offer, sent by registered letter with acknowledgement of receipt, to accept or decline. If TBVIRAL declines or does not respond within this period, the Licensor regains full freedom of action. Should they subsequently decide to sell the work at a lower price than that offered, they must again offer the acquisition to TBVIRAL at that new price.

Article 8 - Mutual Obligations

8.1 The Parties undertake to keep each other informed of any infringement of the video of which they may become aware. TBVIRAL undertakes, as soon as it becomes aware of it, to inform the Licensor in writing of any unauthorised reproduction or imitation of the work. The Licensor is solely responsible for the measures to be taken, including legal proceedings, to defend the work; TBVIRAL will provide all necessary assistance and documents in that regard.

8.2 TBVIRAL reserves the right to intervene in infringement proceedings brought by the Licensor in order to obtain compensation for its own loss, the Licensor retaining control of the proceedings. TBVIRAL shall act in consultation with them.

8.3 - Warranty against eviction. Should TBVIRAL be sued as a result of the exploitation of the work, the Licensor will provide the necessary assistance. The Licensor indemnifies TBVIRAL against awards and costs resulting from a third-party claim, to the extent that such claim arises from an inaccuracy in the declarations made by the Licensor under Article 5. Where the Licensor is a Consumer, this indemnity is capped at the total royalties they have received in respect of the video concerned.

8.4 The Licensor acknowledges granting TBVIRAL full freedom to exploit their video in compliance with applicable law.

Article 9 - Royalties and Payment

9.1 This scale is established in order to remunerate TBVIRAL for the actions carried out on behalf of the Licensor in connection with the exploitation of the intellectual property rights in the video entrusted and protected.

9.2 - Compilations. TBVIRAL may use the video, in whole or in part, to create a compilation of which it is the author. The rights necessary for that use are granted without additional remuneration under Article 9.3, in consideration for the protection, rights-management registration, monitoring and promotion services provided by TBVIRAL under Articles 6 and 6 bis, for which the Licensor bears no cost.

The Parties expressly agree that this grant involves no intention to give and forms part of the overall economy of this Agreement, which is concluded for valuable consideration.

This grant is limited to compilations of which TBVIRAL is the author and to the term of the Agreement. It does not extend to the rights the Licensor retains in the video itself, the exploitation of which remains governed by Article 9.3.

9.3 The Licensor will receive 65% (excluding tax) of the net revenue received by TBVIRAL from the exploitation, production and presentation of the video. The Licensee collects all royalties on behalf of the Licensor and undertakes to pay them over, after deduction of its 35% commission.

9.4 - Payment threshold. Royalties due to the Licensor are credited to their account as soon as they are received by TBVIRAL. Payment is made at most once a month, as soon as the accumulated balance reaches or exceeds €30. Below that threshold, the sums remain the property of the Licensor and stay credited to their account without any time limit.

9.5 - Closing the account. On expiry of the Agreement, for whatever reason, the entire credit balance is paid to the Licensor within 60 days, whatever its amount, provided they have supplied valid bank details. Failing valid details, TBVIRAL holds the sums at the Licensor's disposal for the duration of the statutory limitation period.

9.6 - Statement. With each payment, TBVIRAL provides the Licensor with a detailed statement of the royalties received, specifying their source and the amount of commission retained.

9.7 Payments are made by bank transfer or PayPal, at the Licensor's choice. The Licensor must provide all necessary information, including bank details, to enable the transaction.

9.8 Royalties received in respect of copyright constitute taxable income. The Licensor is required to declare them to the social security and tax authorities, and this is their own responsibility. If they are unfamiliar with the applicable regime, it is for them to contact the tax authorities or URSSAF.

9.9 TBVIRAL does not guarantee the Licensor any revenue generated by the work. TBVIRAL alone decides on monetisation arrangements, within the obligation of means provided for in Article 6.2.

Article 10 - Term

10.1 The Agreement takes effect on the day it is signed by the Parties and remains in force for an initial period of 2 years, automatically renewing for successive periods of 1 year.

10.2 - Notice before renewal. In accordance with Article L215-1 of the French Consumer Code, where the Licensor is a Consumer, TBVIRAL informs them in writing, at the earliest three months and at the latest one month before the end of the period allowing rejection of the renewal, of their right not to renew the Agreement. Failing such notice, the Licensor may terminate the Agreement free of charge at any time from the renewal date.

Article 11 - Termination

11.1 The Agreement may be terminated early and as of right, by registered letter with acknowledgement of receipt, by either Party, if one of them fails to comply with any of its contractual obligations and does not remedy that failure within thirty (30) days of receiving a formal notice. Termination occurs without prejudice to any other rights or actions. If termination comes from the Licensor, the Licensee must, at its own expense, immediately cease using the video.

11.2 On termination, the protection registered with the platforms referred to in Article 6.1 ends at the latest twelve (12) months after the effective date of termination, that period corresponding to the minimum registration term with those organisations. TBVIRAL notifies the Licensor of the exact date on which protection ceases within 30 days of termination.

Article 12 - Consequences of Termination

12.1 In the event of early termination through the fault of one Party, an indemnity is due to the other Party, equal to the number of months remaining in the current contractual period multiplied by the monthly average of royalties received over the last twelve months. This indemnity is reciprocal and applies on the same terms whichever Party is in default.

12.2 The indemnity under 12.1 is either deducted from royalties still due or invoiced. It is payable on the date of termination. Failing payment, interest accrues at the statutory rate.

12.3 When the Agreement ends, TBVIRAL undertakes to stop any new exploitation, production and representation of the video. Previous exploitations already online remain on the platforms until protection is definitively lifted under the conditions of Article 11.2.

12.4 TBVIRAL undertakes to carry out all steps so that royalties are no longer paid to it but directly to the Licensor.

12.5 Should TBVIRAL continue to receive royalties afterwards, through failures of the collecting organisations, it undertakes to pay them over to the Licensor in full, month by month, without deduction.

Article 13 - Complaints

Should the Licensor be dissatisfied with the service provided, they shall send their complaint by email to contact@tbviral.com or by registered letter with acknowledgement of receipt, within thirty (30) days of the failure being observed. They shall provide the information needed to identify the issue, together with any supporting evidence. TBVIRAL acknowledges receipt and responds within thirty (30) business days.

Article 14 - Information, Publicity, Confidentiality

14.1 - Confidential information. Each party undertakes not to disclose confidential information received from the other party, meaning information of any nature relating to the structure, organisation, business, internal policies, projects and personnel of each party. This obligation takes effect for a period of 2 years following the end of the services. The content of the services and the reports, correspondence, notes and quotations provided by TBVIRAL are also confidential.

14.2 - Excluded information. These obligations do not apply to information that is in the public domain, that was freely acquired before the start of the services, that becomes known otherwise than through a breach of this article, or that must be disclosed under a legal obligation or at the request of an authorised authority.

14.3 - Trademarks. TBViral, its graphics, logos and service names are protected. They may not be used in connection with a product or service not operated by TBViral, nor in a manner liable to cause confusion or to disparage TBViral.

14.4 - Communications. The parties agree that they may correspond by email. Neither party has control over the reliability or security of such emails. TBVIRAL cannot be held liable for losses, delays or alterations of emails not resulting from its own fault.

14.5 - Availability of the site. TBVIRAL may modify, suspend or interrupt access to all or part of the site, in particular for maintenance or to correct errors. This right concerns the site and its features, excluding the provisions of this Agreement, which may only be amended under the conditions of Article 2.2.

Article 15 - Independence of the Parties

Should a conflict of interest or an independence issue arise during performance of the services, TBVIRAL will inform the Licensor immediately and will seek the most appropriate solution with them. If a change in regulations prevented TBVIRAL from continuing its services, it will make available to the Licensor the results of the services and all documents necessary for their completion, in order to facilitate their continuation by a third party.

Article 16 - Liability

16.1 - Limitation towards professional Licensors. Where the Licensor is not a Consumer, the liability of TBVIRAL and its staff, for any breach, negligence or fault identified in the performance of the services, is capped at the amount of commission received by TBVIRAL in respect of the video concerned during the twelve (12) months preceding the triggering event, and limited to direct loss.

16.2 Where the Licensor is a Consumer, no limitation of liability is enforceable against them and TBVIRAL answers for its breaches under the general law.

16.3 - Exclusion arising from the Licensor. TBVIRAL's liability cannot be engaged where the loss suffered by the Licensor results directly from a breach by the latter of their own obligations, in particular where inaccurate information has been provided about the origin of the video, its ownership or prior assignments of rights.

16.4 - Exclusion arising from third parties. The Licensor acknowledges that communication networks may experience saturation, outages or maintenance beyond TBVIRAL's control. TBVIRAL's liability is excluded for malfunctions originating in such events, which are outside its control.

16.5 - General exclusions. TBVIRAL's liability may not be engaged further following a failure of a product or service whose supply is not its responsibility, for facts outside the scope of the services, where the results are used in a context other than that intended, or where the Licensor fails to comply with the terms of use of the platforms.

These exclusions apply neither in the event of gross negligence or wilful misconduct by TBVIRAL, nor to personal injury, nor to any other liability that the law prohibits excluding or limiting.

Article 17 - Force Majeure

Any circumstances beyond the parties' control, preventing normal performance of their obligations, are considered grounds for exemption and result in their suspension. The party invoking such circumstances must immediately notify the other party of their occurrence and of their cessation. The following are considered cases of force majeure: irresistible, external, unforeseeable and unavoidable events, in addition to those usually recognised by French case law - blocking of transport, earthquakes, fires, storms, floods, lightning, and failure of telecommunications networks. The parties will confer to examine the impact of the event. If the force majeure event lasts more than three months, these conditions may be terminated by the aggrieved party.

Article 18 - Severability

If one or more provisions of these General Conditions are held to be invalid or declared as such pursuant to a law, a regulation or a final decision of a competent court, the other provisions will retain their full force and scope.

Article 19 - No Waiver

The fact that one party does not rely on a breach by the other party of any of the obligations set out herein may not be interpreted for the future as a waiver of the obligation in question.

Article 20 - Headings

In the event of difficulty of interpretation between any of the headings at the top of the clauses and any of the clauses, the headings will be deemed not to exist.

Article 21 - Governing Law and Disputes

21.1 These General Conditions are governed by French law. They are drafted in French. Should they be translated into one or more languages, only the French text prevails in the event of a dispute.

21.2 The parties undertake to seek an amicable solution to any dispute. The Licensor first sends a written complaint under the conditions of Article 13.

21.3 - Consumer mediation. In accordance with Article L612-1 of the French Consumer Code, a Licensor who is a Consumer may refer the dispute free of charge to the consumer ombudsman to which TBVIRAL belongs, with a view to an amicable resolution.

21.4 Failing amicable resolution, the dispute will be submitted to the competent French court.

Article 22 - Data Protection (GDPR)

The Data Controller is Gatien RAKOTOZAFY, reachable at contact@tbviral.com.

Personal data collected under the contract between the Parties, or by express consent, is processed for the purpose of performing the contract: managing the relationship with the Licensor, commercial relations, invoicing and payment of royalties.

Processors and transfers. TBVIRAL uses the following processors: Vercel Inc. (website hosting, United States), Resend (delivery of emails, United States), Cloudflare, Inc. (security and anti-spam protection of forms, United States) and Google Ireland Limited / YouTube (video playback). These processing operations involve a transfer of data outside the European Union, covered by the European Commission's adequacy decision of 10 July 2023 on the EU-U.S. Data Privacy Framework and, where a processor is not certified, by the European Commission's Standard Contractual Clauses. A copy of the safeguards applied may be requested at contact@tbviral.com.

TBVIRAL implements organisational, technical and physical measures to protect personal data against alteration, destruction and unauthorised access. It is noted, however, that the internet is not a completely secure environment.

Retention. Data is retained for the duration of the contractual relationship, then for the period required by French legal and accounting obligations, being up to ten (10) years for accounting records. Beyond that, it is destroyed.

Rights. The Licensor may at any time exercise their rights of access, rectification, erasure, restriction, objection and portability by sending a request to contact@tbviral.com. A response will be sent within one month, extendable by one month if necessary. They may withdraw their consent at any time and, in the event of difficulty, lodge a complaint with the CNIL (www.cnil.fr).

If the data is essential to performance of the contract and the Licensor refuses its collection, the contract cannot begin.

Article 23 - Electronic Signature and Consent

By completing the online submission form, the Licensor accepts these conditions for the assignment and exploitation of the intellectual property rights in the video entrusted. The Parties agree that:

• an electronic signature is the legal equivalent of a handwritten signature on this Agreement;
• no certification authority or third-party verification is required to validate the electronic signature, and its absence does not affect the enforceability of the Agreement;
• throughout the term of the Agreement, the Licensor consents to receiving in electronic format any tax information statement and any communication relating to the Agreement, at the email address they provided;
• the Licensor confirms having a device capable of downloading, opening and printing PDF files;
• withdrawal of consent to electronic statements must be received before 31 December of the relevant tax year; documents will remain available for 24 months, or the minimum period required by law, after the end of the Agreement.

Article 24 - Right of Withdrawal (Consumers)

24.1 This Article applies where the Licensor is a Consumer within the meaning of Article 1. It does not apply where the Licensor contracts in a professional capacity.

24.2 As this Agreement is concluded at a distance, the Licensor has a period of fourteen (14) calendar days from its conclusion to withdraw, without giving reasons and without incurring any cost or penalty, in accordance with Article L221-18 of the French Consumer Code.

24.3 To exercise this right, the Licensor notifies their decision by an unambiguous statement before the period expires - by email to contact@tbviral.com or by post to the address at the head of these conditions. They may use the model form below without being required to do so. It is sufficient that the notification be sent before the deadline expires.

24.4 - Performance during the withdrawal period. Article 6.1 commits TBVIRAL to protecting the video within 7 business days, that is, during the withdrawal period. TBVIRAL will only begin performance during that period at the express request of the Licensor, obtained on signature of the submission form. In the event of subsequent withdrawal, the Licensor owes, under Article L221-25 of the French Consumer Code, only an amount proportionate to the service already provided. Where no royalties have been received, no sum is due by the Licensor.

24.5 On withdrawal, TBVIRAL removes the video from all rights management systems and ends the exclusivity of Article 6.4 within 14 days of the notification.

Model withdrawal form

(Complete and return this form only if you wish to withdraw from the Agreement.)

To the attention of TBVIRAL - RKT MEDIA - Gatien RAKOTOZAFY, 60 rue François 1er, 75008 Paris, France - contact@tbviral.com:

I hereby notify you of my withdrawal from the copyright assignment agreement relating to the video below.

Agreement concluded on: ...........................................

Video title or URL: ...........................................

Licensor name: ...........................................

Licensor address: ...........................................

Licensor signature (only if this form is sent on paper): ...........................................

Date: ...........................................

TBVIRAL - RKT MEDIA - Gatien RAKOTOZAFY - RCS Paris 841 764 939 - 60 rue François 1er, 75008 Paris - contact@tbviral.com

By submitting a video on TBViral, you agree to these Terms.