GENERAL TERMS AND CONDITIONS OF USE
« ZOON »

Last updated on : 02/12/2024

1. BLACKSTUDIO

These General Terms and Conditions have been established by BLACKSTUDIO, a french limited liability company with a share capital of €100.685, whose registered office is located at 18 rue Alphonse Daudet, 91680 BRUYERES-LE-CHATEL, registered with the Trade and Companies Register of Evry under the number 930 113 899, and represented by Mr. Martin BERBERIAN, acting with the necessary authority as manager, hereinafter referred to as “the Publisher.”
BLACKSTUDIO specializes in the adaptation of comic books, manga, comics, and webtoons.
It publishes “ZOOM”, a collaborative platform available as a Software as a Service (SaaS), facilitating communication and project management between different parties (hereinafter referred to as the Solution).
BLACKSTUDIO can be contacted at the following address:
By mail at: 18 rue Alphonse Daudet, 91680 BRUYERES-LE-CHATEL
By email at: support@zoon-editor.com

2. DEFINITION

Subscription: Refers to any subscription to the paid services of the Site by a USER. This Subscription is personal and requires the prior creation of a Customer Account.
GTC: Refers to these General Terms of Use, which govern the contractual relationship between BLACKSTUDIO and its USERS.
Customer: Refers to any USER who has subscribed to the paid services of the Site from their User Account.
User Account: Refers to the personal space of the USER on the Site.
Data: Refers to all information, files, content uploaded or provided on the Site by the USER.
Elements: Refers to all intellectual property rights (including but not limited to copyrights, neighboring rights, trademark rights, database rights) concerning both the structure and content of the Site, including images, sounds, videos, photographs, logos, trademarks, graphic, textual, visual elements, tools, software, documents, data, databases, etc.
Project: Refers to any translation, lettering, or proofreading project created by the User on the Site.
Services: Refers to the various features supported by the Solution.
Site: Refers to the website accessible at https://app.zoon-editor.com.
Solution: Refers to “ZOON”, distributed as a SaaS (Software as a Service) and accessible from the Site.
User: Refers to any visitor accessing the Site, whether registered or not, and whether subscribed or not.
Parties : Refers to BLACKSTUDIO and the USERS.

3. PURPOSE AND ACCEPTANCE OF THE GTC

Accessing, viewing, and using the Site are subject to the unconditional acceptance of the GTC.
The GTC aim to establish the terms of use for the Site and the Solution provided to USERS by BLACKSTUDIO.
Any USER accessing and viewing the Site and/or using the Solution acknowledges having read and expressly accepts the GTC without reservation and/or modification of any kind.
The GTC are therefore fully enforceable against USERS.
For USERS who have subscribed to the paid Services, the “CLIENT,” these GTC also serve as the General Terms and Conditions of Sale (“GTC”).
In this regard, they constitute, in accordance with Article L 441-1 of the French Commercial Code, the sole basis of the commercial relationship between the parties. The USER has chosen to use the Solution on their own initiative, without the involvement of BLACKSTUDIO, and acknowledges that it meets their needs. The USER may have tested it during the trial period offered by BLACKSTUDIO to new users.
Any processing of personal data under these terms is governed by our Privacy Policy, which forms an integral part of these GTC.

4. ACCESS

To access the Site, the USER must have the necessary equipment, software, Internet connection, and settings required for the proper functioning of the various services provided.
It is specified that, as of now, the Solution is optimized only for computers; access from other devices may result in degraded service.
The USER acknowledges being informed by BLACKSTUDIO of all technical prerequisites necessary for the optimal functioning of the Solution, as detailed in Appendix 3.
Access to the Site is unrestricted and occurs solely under the USER’s responsibility.
The equipment (computer, software, telecommunication means such as mobile phones, etc.) required to access the Site is the sole responsibility of the USER, as are the Internet connection costs.
BLACKSTUDIO strives to keep the information on the Site updated. However, BLACKSTUDIO cannot guarantee that the information available on the Site is always accurate, up-to-date, and complete. BLACKSTUDIO is only bound by an obligation of means in this regard.
BLACKSTUDIO reserves the right to modify, suspend, or permanently interrupt access to all or part of the Site and to alter its functionalities without prior notice.
The USER agrees to use the Site in accordance with its intended purpose, for their own needs, in compliance with the law and regulations, and in respect of these GTC. The USER is solely responsible for their use of the Site.
The information available on the Site is provided on the condition that the USER evaluates its relevance for a specific purpose before using it. Consequently, the USER acknowledges using this information at their own risk.

5. SERVICES PROVIDED

BLACKSTUDIO has created a collaborative platform available as Software as a Service (SaaS) through the Site, designed to enhance communication among various participants in a project and to facilitate project management.
Access to this Solution requires the creation of a User Account.
Before logging into their Customer Account, USERS can only view the pages of the Site that do not require authentication.
Some features of the Solution are available free of charge to USERS once they are logged into their User Account.
Free Services include:

Listing on the Site
Customization of their public profile
Management of their contact list
Creation of Projects
Invitation, role definition, and management of access for other USERS to the Project
Some advanced features of the Solution are paid and thus require a Subscription.
Paid Services include:
Access to editing interfaces and options (designer and/or linguist depending on the Subscription)
Export of a Project from the Solution

This list of Services, whether free or paid, is not exhaustive and may change at any time. BLACKSTUDIO reserves the right to modify, add, or remove services without prior notice. These changes will be effective as soon as they are published on the Site, and it is the USERS’ responsibility to regularly check the updated GTC/GTCS. Any changes to the services will be communicated to USERS so they can review them before they take effect. By continuing to use the Solution after the service updates, USERS accept the new terms of use and pricing for the services.

6. USER ACCOUNT CREATION AND MANAGEMENT

6.1 User account creation

Accessing the Services requires a User Account.
This Account remains the property of BLACKSTUDIO. The USER only holds a right of access to the Solution through the Account provided.
To create a User Account, the USER must complete the designated form on the Site and fill in the required fields. During registration, the USER must provide an email address, a username, and a password.
If the USER is a professional, they must also provide their company name, the company registration number, and the address of their registered office.
Required information for creating the Customer Account is marked with an asterisk.
Additional information, such as banking details or billing address, may be requested if not already provided, if the USER subscribes.
In the event of any changes to their situation, the USER must notify BLACKSTUDIO to ensure that the information remains complete, accurate, and up-to-date until the User Account is closed.
Once an account is created, it can be accessed by the USER using their personal and confidential username and password

6.2 Security

The USER is solely responsible for the security and confidentiality of their username and password. They agree not to disclose or transfer their account or any related information to any third party. All use of the USER’s account is presumed to be carried out by the USER who holds the corresponding account. The USER is notified that they are responsible for any access and use of their account, whether or not they authorized such access or use.
The USER agrees to immediately inform BLACKSTUDIO in the event of loss, theft, or forgetting of their username or password, or if they suspect such loss or theft. The USER also agrees to notify BLACKSTUDIO of any unauthorized use of their User Account by a third party.
However, if the USER has simply forgotten or wishes to change their password, they should click on the “I forgot my password” link and follow the instructions provided to reset their password.

6.3 Modification of the User Account

The USER can update the information on their profile at any time.

6.4 Suppression of the User Account

The USER can close their User Account at any time from the account settings. The actual closure may take several days due to technical reasons.
The account closure may also be initiated by BLACKSTUDIO in the event of (i) use of the Site for purposes or under conditions that do not comply with these GTC, (ii) disruption to the functioning of the Site, (iii) defamation of BLACKSTUDIO by the USER, (iv) disputes with the USER, or (v) account inactivity for more than 3 years. In such cases, the closure will be notified to the USER by email.
In case of any disputes, the USER is invited to contact BLACKSTUDIO using the details provided in Article 1.

7. SUBSCRIPTION TO PAID SERVICES

Access to the advanced features of the Solution requires a Subscription. USERS wishing to access these features must choose and subscribe to one of the Subscription plans available on the Site.

7.1 Welcome Offer for New Users

To allow new USERS to evaluate the suitability of the Solution for their needs, every new USER automatically receives a 14-day trial period. This welcome offer is exclusively reserved for new USERS.
USERS who provide an email address that has already taken advantage of the welcome offer are not considered new and are therefore ineligible for the trial period. In such cases, these USERS will be prompted to subscribe directly to the Subscription plan of their choice without access to the trial period.
BLACKSTUDIO also reserves the right to immediately terminate the trial period in the event of any violation of these terms or suspicious use of the Solution, without prior notice. In case of any disputes, the USER is invited to contact BLACKSTUDIO using the details provided in Article 1.

7.2 Subscription plans

At the end of the trial period, if applicable, the USER who wishes to continue using the paid Services must either subscribe or be offered a subscription.
BLACKSTUDIO offers various Subscription Plans that allow USERS to access advanced features of the Solution. The currently available Subscription Plans and their detailed content are presented directly on the Site.
USERS can select from these plans based on their specific needs. To view the available Subscription Plans and included features, please refer to the dedicated page on the Site.
The terms and pricing of each Subscription Plan may change. Any changes will be communicated to USERS and will take effect upon their publication on the Site.
Subscriptions can be purchased individually or in bundles with discounted rates. In the latter case, the USER may allocate the Subscriptions to other USERS.
The USER may reassign the purchased Subscriptions to other USERS at any time.

7.3 Duration

Subscriptions are purchased for the period selected at the time of order (1, 6, or 12 months) and are automatically renewed at each expiration for an equal duration.
The USER is informed and agrees to commit to the entire subscription period, meaning no refund will be provided in the event of early termination by the USER, except as outlined in Article 13.
Similarly, the reassignment of a Subscription to another USER does not affect its duration.
The USER can cancel the automatic renewal of their Subscription at any time from their User Account.

7.4 Price

The Subscription price is the one in effect on the day of subscription or renewal. Prices are stated in Euros, excluding taxes (HT) and including taxes (TTC) when VAT is applicable.
The current rates are described on the Site before ordering. However, BLACKSTUDIO reserves the right to change its Subscription prices, in which case the new rates will take effect at the next renewal, provided the USER has been informed at least one month before the renewal date. If not, the new rates will apply at the subsequent renewal.

7.5 Payment Terms

Subscription payments are made in full online at the time the order is confirmed.
At the end of each subscription period, the amount for the next period is automatically charged using the payment information provided during the initial subscription. The USER is informed of this automatic payment at the time of subscription.
Payments are processed through a secure payment platform via credit card, requiring the USER to enter their card number, expiration date, and the security code located on the back of the card in the designated area.
The accepted credit cards include: Carte Bleue, Visa, MasterCard, American Express, and China UnionPay.
The banking details provided by the CLIENT at the time of payment (card number, expiration date, and security code) are encrypted using the Secure Socket Layer (SSL) protocol. These details are never transmitted to BLACKSTUDIO’s server.

7.6 Invoicing

Invoices will be issued upon payment validation by BLACKSTUDIO. The USER will receive an invoice at the email address associated with their User Account. A paper version can be sent to the CLIENT only upon explicit request.

7.7 Payment default

In accordance with Article L 441-6 of the French Commercial Code, overdue amounts automatically accrue interest at a rate of 1.5 times the legal interest rate, without prior notice. It is also reminded that a professional debtor who fails to pay amounts due to BLACKSTUDIO by the due date is automatically liable for a fixed compensation for collection costs amounting to 40 euros (Article D 441-5 of the Commercial Code).
In any case of non-payment of any or all amounts due upon expiration, BLACKSTUDIO reserves the right to suspend access to the Solution 30 days after a formal notice of payment sent to the USER by registered mail with acknowledgment of receipt remains unanswered, without prejudice to the right to terminate the Subscription.

8. USAGE LICENSE

BLACKSTUDIO grants its USERS a non-exclusive, non-transferable, revocable SaaS license for the Solution, without the right to sublicense.
While a USER may purchase multiple Subscriptions and share them with other USERS, each license is strictly personal and may only be used by the USER as specified when creating the User Account.
The scope of rights under this license may change based on the Subscriptions associated with the User Account. The rights to use paid Services end when the Subscription to which they are linked expires.
Therefore, the USER is prohibited from providing access to their User Account to any third party, whether for a fee or free of charge, including individuals within their organization (employees, interns, trainees, corporate officers).
If a USER wishes to extend the Solution to a third party, that third party must create their own User Account, and the USER may then assign an unused Subscription to the newly created account.
The USER may not sublicense, distribute, transfer, rent, loan, or allow any third party, including entities with which they have a capital link, to access or use the Solution in any way, directly or indirectly, with or without compensation, except with the express permission of BLACKSTUDIO.
The USER guarantees that they will: (i) not use the Solution for any criminal, illegal, or inappropriate activities; (ii) not introduce any viruses, logic bombs, harmful code, or Trojan horses into the Solution; (iii) not allow any other party, whether an authorized USER or not, to download, extract, transfer to any other system and/or software by electronic or manual means, copy, or reproduce all or part of the Solution and its data in any manner other than as permitted under this license.
When the USER wishes to use the Solution for purposes beyond those specified under the license granted in this article, the USER must submit a written request to BLACKSTUDIO at least thirty (30) days in advance, specifying the proposed purpose. If BLACKSTUDIO does not respond within thirty (30) days from the request, it is considered a refusal. No such use may commence without the express written consent of BLACKSTUDIO. Additional fees may be charged for any additional usage if BLACKSTUDIO grants this consent.
BLACKSTUDIO expressly reserves the exclusive right to intervene with the Solution to ensure it is used according to its intended purpose, including correcting any bugs.
The right to use the Solution is strictly limited to the rights provided herein.
Therefore, the USER is not authorized to:

Use the Solution outside the conditions specified herein;
Permanently or temporarily reproduce the Solution, in whole or in part, by any means and in any form;
Translate, adapt, arrange, or modify the Solution, export it, or merge it with other software applications;
Make any copies of all or part of the Solution;
Modify (including decompiling), alter, adapt, arrange, or otherwise change all or part of the Solution;
Correct or have a third party correct any anomalies affecting the Solution without obtaining prior consent from BLACKSTUDIO;
Grant any rights of use or access to the Solution or its documentation to any third party by any means;
Distribute or commercialize the Solution, whether for free or for a fee;
Decompile any element of the Solution, including for the development and sale of similar software;
Make any adaptations or modifications to the Solution;
Remove or modify in any way the intellectual property notices affixed to the Solution.

9. INTELLECTUAL PROPERTY

9.1 Ownership of rights.

Each party retains full ownership of its own elements, and these Terms and Conditions should not be construed as transferring any intellectual property rights to the other party unless expressly stated.
The USER remains the sole owner of the information and data (hereinafter referred to as the “Data”) entered into the Solution, granting only BLACKSTUDIO and its subsequent subcontractors the right to host, cache, copy, and display such Data solely for the purpose of providing the Services and exclusively in connection with or during the provision of those Services.
BLACKSTUDIO specifically refrains from using the Data of its USERS to train/feed a generative artificial intelligence or any other form of software without their personal and direct consent.
BLACKSTUDIO remains the holder of all intellectual property rights related to the Solution and its accompanying Documentation.

9.2 User’s Warranty

The USER agrees not to infringe, directly or indirectly, on BLACKSTUDIO’s intellectual property rights and to ensure that their personnel and/or any service providers take necessary measures to respect said intellectual property rights of the Publisher.
The USER is solely responsible for the quality, legality, relevance, security, and confidentiality of the Data and content used within the Solution.
The Data uploaded by the USER is strictly related to their professional activity.
The USER declares and warrants that they hold all necessary permissions for the use of the Data within the Service.
The USER further declares and warrants that by creating, installing, or uploading Data within the Service, they do not exceed any rights that may have been granted to them over all or part of the Data and do not infringe on any third-party rights.
Consequently, BLACKSTUDIO disclaims any responsibility for non-compliance of the Data and/or the content of the Data with laws, regulations, or public policy.
The USER indemnifies BLACKSTUDIO against any damage resulting from claims by a third party for a violation of this warranty.

9.3 BLACKSTUDIO’s Warranty

BLACKSTUDIO guarantees that it holds all intellectual property rights to the Solution and that the Solution does not infringe on any third-party works.
In the event of a claim that the Solution infringes a third party’s intellectual property rights, BLACKSTUDIO agrees, at its own choice and expense, either to replace or modify the entire or any part of the Solution or to obtain a usage right for the USER, provided that the USER has met the following conditions:

The USER has fulfilled all its obligations under this contract;
The USER has notified BLACKSTUDIO as soon as possible and by registered letter with acknowledgment of receipt, of the infringement action or the notice leading to this claim;
The USER must cooperate fully with BLACKSTUDIO by providing all necessary elements, information, and assistance to enable BLACKSTUDIO to defend its own interests and those of the USER.

The USER is prohibited from settling the dispute with the claiming third party alone.
If BLACKSTUDIO cannot reasonably modify, replace, or obtain a license for the Solution for the USER, the Parties may mutually agree to terminate the Contract.
BLACKSTUDIO will not be liable if the allegations relate to:

The use of a version of the Solution other than the current, unmodified version, provided that the infringement could have been avoided by using the current version;
The combination and implementation or use of the Solution with programs not provided by BLACKSTUDIO.

10. MAINTENANCE

10.1 Corrective maintenance.

Under the Maintenance, BLACKSTUDIO undertakes to ensure the operational condition of the Solution and to correct or work around any Bugs that lead to non-compliance with its technical and functional specifications.
In the event of a Bug, any USER, whether subscribed or not, may submit a request for intervention to BLACKSTUDIO’s maintenance center, providing the best possible description of the encountered issue.
However, BLACKSTUDIO is not obligated to adhere to any response time when the request comes from a non-subscribed USER.
When the request comes from a CLIENT, BLACKSTUDIO will send the CLIENT an acknowledgment of receipt of the intervention request, including an initial description of the incident, its potential classification as a Bug, its processing status, and the ticket number.
Upon receiving a CLIENT’s intervention request, BLACKSTUDIO will take all necessary measures to correct it in accordance with the following service levels:

Blocking Bug: Acknowledgment within 4 hours, resolution within 2 days maximum;
Semi-Blocking Bug: Acknowledgment within 12 hours, resolution within 4 days maximum;
Non-Blocking Bug: Acknowledgment within 48 hours.

Each intervention by BLACKSTUDIO on a Bug will be documented with a Bug report that includes, among other things, a copy of the intervention request and the efforts made to address it throughout the duration of the Subscription. The resolution of an intervention request will result in its closure, of which the CLIENT will be informed.
BLACKSTUDIO is not bound by the above response times in the following cases:

The CLIENT’s refusal to cooperate with BLACKSTUDIO in resolving Bugs, including failing to respond to BLACKSTUDIO’s questions and requests;
Use of the Solution in a manner not intended or not expressly authorized by BLACKSTUDIO;
Modification of any part of the Solution or accessible information;
Use of the Solution after BLACKSTUDIO has recommended suspending its use due to difficulties or for any other reason;
Use of the Services in an environment or configuration that does not meet BLACKSTUDIO’s technical prerequisites, or in conjunction with third-party programs or data not expressly approved by BLACKSTUDIO.

10.2 Adaptive Maintenance.

BLACKSTUDIO agrees to provide USERS with updates and new versions in a timely manner to ensure the continued operation of the Solution.
Adaptive Maintenance does not include:

the installation of features not included in the subscribed plan;
requests for specific custom developments.

11. RESPONSABILITY

It is reminded that the Solution is provided as-is, with no warranties from BLACKSTUDIO to the extent permitted by law.
The use of the Solution is at the sole risk and peril of the USER, which the USER expressly accepts.
In any case, BLACKSTUDIO shall not be liable for any non-performance or improper performance of the Service due to either the USER’s actions or an insurmountable and unforeseeable third party event.
In particular, BLACKSTUDIO cannot be held responsible for failures to meet its obligations resulting from:

Use of the Solution that is not authorized or expressly permitted by BLACKSTUDIO;
Modification of all or part of the Solution or the accessible information;
Use of all or part of the Solution when BLACKSTUDIO has recommended suspending its use due to difficulties or for any reason;
Use of the Services in an environment or configuration that does not meet BLACKSTUDIO’s technical requirements, or in connection with third-party programs or data not expressly approved by BLACKSTUDIO;
Incorrect estimation of needs by the USER.

In any case, BLACKSTUDIO ‘s liability is fully excluded in the event of a force majeure occurrence, defined as any event of any nature that is beyond the reasonable control of BLACKSTUDIO, such as but not limited to natural disasters, man-made disasters, earthquakes, fires, epidemics, pandemics, riots, floods, power outages, or equipment failures that render the timely performance of the Solution impossible, strikes or lockouts, or legal or regulatory provisions affecting the processing or availability of the Solution.
In particular, the USER acknowledges that, due to the complex nature of telecommunications networks, they may experience undetected or unidentified malfunctions or interruptions, excluding any liability on the part of BLACKSTUDIO.
BLACKSTUDIO ‘s liability towards the USER can only be engaged for actions directly attributable to BLACKSTUDIO that have caused direct harm. In this regard, any compensation for intangible damages is definitively excluded, and BLACKSTUDIO cannot be held responsible for any direct or indirect, incidental, special damages, including damages resulting from loss of profits, loss of earnings, data loss, or loss of use, suffered by the USER or any third party.
Should BLACKSTUDIO’s liability be engaged despite the above limitations, any compensation that may be claimed by a USER will be capped at the cost of the subscription for the year during which BLACKSTUDIO’s liability was engaged.

12. SERVICE INTERRUPTION

BLACKSTUDIO may, in the event of non-payment and in the absence of a serious dispute, suspend the Service after a formal notice that remains unanswered for more than 30 days, or terminate the Subscription in accordance with the “TERMINATION” provisions below.
For the purposes of these terms, the Service suspension will be deemed effective if there is no written response from the CLIENT to the formal notice within the specified timeframe, with the date of receipt by BLACKSTUDIO being the reference, and without any further formalities.
In the event of a dispute raised by the CLIENT within the specified period, BLACKSTUDIO will inform the CLIENT of its decision before any Service suspension.
If applicable, and from the date of notification by registered letter with acknowledgment of receipt, the Service will be suspended within 3 days, until full payment of the outstanding amounts.
The suspension may apply to all current Subscriptions.

13. TERMINATION OF A SUBSCRIPTION FOR NON-PERFORMANCE

The Subscription may be terminated by either Party fifteen (15) days after sending a formal notice that remains unanswered, even partially, specifying the intention to enforce this clause and explicitly mentioning it, in case of non-performance of any of the obligations under this contract.
The following are considered breaches justifying the termination of the Subscription:

Failure to pay the subscription fee (Article 7.5)
Failure to provide paid services by BLACKSTUDIO (Article 7.2)

However, termination may occur without prior formal notice in the case of definitive non-performance. In this case, termination will take effect fifteen (15) days after the receipt by the other Party of a registered letter with acknowledgment of receipt notifying the decision to enforce this clause and explicitly mentioning it.
For the purposes of these terms, the following are considered as definitive non-performance in advance:

Violation of the license scope by the CLIENT (Article 8)
Violation of the intellectual property rights of the other party (Article 9)

In all cases of termination for breach, the Party affected by the breaches will be entitled to seek compensation for the harm suffered. By mutual agreement between the Parties, in cases of imperfect performance of the Contract, no action for price reduction, as referred to in Article 1223 of the Civil Code, may be initiated.

14. DATA RETENTION AND PORTABILITY

14.1 Duration of Data Retention

The following applies exclusively to Projects and their related data and does not concern personal data, which is specifically addressed in Article 15 below.
The USER is informed that, for technical reasons, Projects created via ZOON are only temporarily saved on the Site for a maximum period of six (6) months from the date of their final validation.
The USER can export Projects from their User Account at any time, provided they have the necessary rights.
As such, it is the USER’s responsibility to take the necessary precautions to save these Projects on a durable medium.

14.2 Account Closure

In the event of Account Closure, which prevents the USER from independently exporting their data, the USER may request data export from BLACKSTUDIO within a maximum of 60 days following the closure of their Account. BLACKSTUDIO commits to providing the USER with all their data within 30 days of such a request, in an open format, specifically:

CSV files for data
A Zip file containing all documents

If the USER does not make a request within the specified period or within 30 days following the data transfer, BLACKSTUDIO reserves the right to delete the Content without any possibility for the USER to claim damages.

15. PERSONAL DATA

In the context of the Service and generally, through interactions with its USERS, BLACKSTUDIO processes personal data of its USERS.
In this respect, BLACKSTUDIO commits to comply with applicable regulations concerning personal data processing and privacy protection, particularly the General Data Protection Regulation (GDPR) of April 14, 2016, and the French Data Protection Act as amended by Law No. 2018-493, known as “LIL 3,” of June 20, 2018, along with its implementing decree and the rewriting ordinance No. 2018-1225 of December 12, 2018.
Details of this processing are provided in Appendix 2.

16. PROVISIONS FOR PROFESSIONAL CLIENTS

The CLIENT is hereinafter referred to as the Professional.

16.1 Governing law and Disputes

These General Terms and Conditions are expressly governed by French law. Any disputes arising from the validity, interpretation, or execution of these General Terms and Conditions with a Professional Client shall be subject to the exclusive jurisdiction of the court competent in the district of BLACKSTUDIO’s registered office.
The Parties agree to seek an amicable resolution to any dispute that may arise from the interpretation or execution of these Terms, including through mediation or conciliation, before initiating any legal proceedings. If, after a period of SIXTY (60) days, the Parties have not reached an agreement, the dispute shall then be submitted to the jurisdiction specified above.

17. PROVISIONS SPECIFIC TO CONSUMER CLIENTS

The following provisions apply exclusively to Consumers and Non-professionals. Professionals cannot claim these provisions.
For the purposes of this section, a « Consumer » is defined as “any natural person who acts for purposes that do not fall within the scope of their commercial, industrial, craft, liberal, or agricultural activities.” A « Non-professional » is defined as “any legal person who does not act for professional purposes” in accordance with the provisions of Article L221-3 of the French Consumer Code.

17.1 Pre-contractual Information

The Consumer/Non-professional acknowledges having been informed by BLACKSTUDIO in a clear and comprehensible manner, through the provision of these General Terms and Conditions of Sale, prior to subscription and in accordance with Article L 221-5 of the Consumer Code:

on the price of the services and the application of a personalized price based on automated decision-making and any additional fees or, in the absence of payment of a price, on any benefit provided instead or in addition to it and the nature of that benefit;
on the payment, delivery, and execution methods of the Service;
in the absence of immediate execution of the services, on the execution deadlines;
on the identity of the Publisher and all of its contact details;
on the existence and implementation procedures of warranties (the legal warranty of conformity, warranty against hidden defects, any commercial warranties) and, if applicable, on after-sales service;
for Consumers only, on the possibility of resorting to a consumer mediator, whose contact details are provided in these General Terms and Conditions of Sale, in accordance with the provisions of the Consumer Code;
on the right of withdrawal (existence, conditions, deadline, methods of exercising this right, and standard withdrawal form), the cancellation terms, the handling of complaints, and other important contractual conditions, and, if applicable, on the costs of using distance communication techniques, the existence of codes of conduct, and financial guarantees;
on the accepted payment methods.

17.2 Legal Warranty of Conformity

In accordance with the annex to Article D. 211-4 of the Consumer Code, it is recalled that:
The consumer is entitled to the implementation of the legal compliance warranty in the event of a defect in conformity appearing during the duration of the digital service provision (hereinafter the “Subscription”). During this period, the consumer is only required to establish the existence of the defect and not its date of occurrence.
The legal compliance warranty entails the obligation to provide all necessary updates to maintain the conformity of the digital service for the duration of the Subscription.
The legal compliance warranty entitles the consumer to have the digital service brought into conformity without unjustified delay following their request, free of charge, and without significant inconvenience.
The consumer may obtain a reduction in price while keeping the digital service, or they may terminate the contract and receive a full refund upon relinquishing the digital service if:
The professional refuses to bring the digital service into conformity;
The conformity of the digital service is unjustifiably delayed;
The conformity of the digital service cannot be achieved without costs imposed on the consumer;
The conformity of the digital service causes significant inconvenience to the consumer;
The non-conformity of the digital service persists despite the professional’s attempt to bring it into conformity, which has proven unsuccessful.
The consumer is also entitled to a reduction in price or contract termination if the defect is so serious that immediate price reduction or contract termination is justified. The consumer is not required to request conformity prior to this.
In cases where the defect is minor, the consumer is only entitled to contract cancellation if the contract does not involve payment of a price.
Any period of unavailability of the digital service for its remediation suspends the remaining warranty until the digital service is provided in conformity again.
These rights result from the application of Articles L. 224-25-1 to L. 224-25-31 of the Consumer Code.
A professional who, in bad faith, obstructs the implementation of the legal compliance warranty faces a civil fine of up to €300,000, which may be increased to up to 10% of the average annual turnover (Article L. 242-18-1 of the Consumer Code).
The consumer also benefits from the legal warranty for hidden defects in accordance with Articles 1641 to 1649 of the Civil Code, for a period of two years from the discovery of the defect. This warranty entitles the consumer to a price reduction if the digital service is kept or a full refund upon relinquishing the digital service.

17.3 Right of withdrawal

The Consumer has the right to withdraw from the contract within 14 days of its conclusion without providing any reason and without incurring any costs. If the 14-day period expires on a Saturday, Sunday, or a public holiday, it is extended until the next working day.
The Consumer will not be able to access the Solution before this period has expired.
To exercise their right of withdrawal, the Consumer must notify BLACKSTUDIO of their decision either by sending the standard withdrawal form included in Appendix 1 of the Terms and Conditions, or by sending any unequivocal statement expressing their intention to withdraw, along with a bank account details (RIB), before the expiration of the 14-day period mentioned above. Any withdrawal request made by the Consumer outside this 14-day period will not be processed, in accordance with Article L. 221-18 of the Consumer Code. The Consumer may also contact BLACKSTUDIO by mail at the following address 18 rue Alphonse Daudet, 91680 BRUYERES-LE-CHATEL or by email at support@zoon-editor.com. BLACKSTUDIO will acknowledge receipt of the Consumer’s withdrawal promptly by email.
BLACKSTUDIO agrees to refund the Consumer as soon as possible and no later than 14 days from the date the right of withdrawal was exercised. If the Consumer wishes to benefit from the Service before this date, they may waive their right of withdrawal in accordance with Article L. 221-28, paragraph 1 of the Consumer Code.
According to Article L. 221-28 of the Consumer Code, the right of withdrawal cannot be exercised for, among other cases, contracts for “1° The provision of services fully performed before the end of the withdrawal period and, if the contract imposes an obligation to pay on the consumer, where the performance has started with the consumer’s prior and express agreement and acknowledgment of the loss of their right of withdrawal, once the service has been fully performed by the professional.”
The waiver of the right of withdrawal will be confirmed by a mandatory checkbox before the order confirmation.
For clarity, it is specified that the 14-day trial period described in Article 7.2 is distinct from the right of withdrawal.
The trial period is a commercial offer without prior order from the Consumer. Thus, the Consumer retains the right to withdraw within 14 days following the order of the Subscription, unless they have expressly waived it.

17.4 Disputes

This article deviates, for Consumers only, from the provisions of Article 16.1. Non-professionals are not concerned.
Mediation. In the event of a dispute between the Consumer and BLACKSTUDIO, they will strive to resolve it amicably (the CONSUMER will send a written complaint to the professional or, if applicable, to the professional’s Customer Service).
If an amicable agreement cannot be reached or if the professional does not respond within a reasonable period of one (1) month, the CONSUMER, as defined in Article L.133-4 of the Consumer Code, may, if the disagreement persists, refer the matter free of charge to the competent mediator listed by the Commission for Evaluation and Control of Consumer Mediation under Article L.615-1 of the Consumer Code, namely:
Identité du médiateur
Competent Courts. If the dispute must be brought before the courts, it is reminded that pursuant to Article L 141-5 of the Consumer Code, the consumer may choose to bring the case before either one of the territorially competent jurisdictions under the Civil Procedure Code or the jurisdiction of the place where they resided at the time of the conclusion of the contract or the occurrence of the harmful event.

18. MISCELLANEOUS PROVISIONS

18.1 Modifications of GTC

BLACKSTUDIO reserves the right to modify, at any time, all or part of these General Terms and Conditions (GTC), in order to comply with any commercial, technical, legal, or regulatory changes.
The new GTC will be applicable following prior notification to USERS through publication on the Website.
USERS are therefore encouraged to regularly review the GTC published on the Website to become aware of any potential changes.
Use of the Website by USERS constitutes acceptance of any modifications made to the GTC.

18.2 Partial Invalidation of GTC

The nullity or unenforceability of any provision of the General Terms and Conditions (GTC) shall not affect the validity of the remaining provisions, which shall continue to be in full force and effect.
The temporary or permanent non-application of one or more clauses of the GTC by BLACKSTUDIO shall not be construed as a waiver of its right to enforce the other clauses, which shall continue to be effective.

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ANNEX 1 : WITHDRAWAL FORM

The CLIENT may complete and send back this form if they wish to withdraw from the subscription to a Service.
STANDARD WITHDRAWAL FORM TO FACILITATE THE RIGHT OF WITHDRAWAL
TO :
BLACKSTUDIO
18 rue Alphonse Daudet, 91680 BRUYERES-LE-CHATEL
I hereby notify you of my withdrawal from the subscription(s) to the following:
………………………………………………………………………………………
Subscription(s) subscribed to on: : ……………………………………………………………………………………
Consumer’s name: ………………………………………………………………………………………
Consumer’s Adress :
: …………………………………………………………………………………
Date : ……………
Signature (only if this form is submitted on paper) :

ANNEX 2 – DATA PROCESSING

In the context of providing the Services, BLACKSTUDIO may collect personal data related to the USER, including:

First name, last name
Postal address, email address, phone number
Banking details

BLACKSTUDIO acts as the data controller for this information.
The purpose of processing these data is to manage and monitor the execution of free Services and Subscriptions, as well as to establish and manage the client database. The data may also be used by BLACKSTUDIO to inform the USER about the offers available and to gather information to assess their satisfaction and measure customer expectations.
The legal basis for processing is:

Contractual or pre-contractual execution for the monitoring and execution of free Services and Subscriptions,
Compliance with a legal obligation for accounting management, fraud prevention, and anti-money laundering,
Legitimate interest of BLACKSTUDIO and/or the consent of the USER for commercial information and solicitations that BLACKSTUDIO may send to the USER.

These data are retained by BLACKSTUDIO only for the duration necessary to achieve the aforementioned purposes, which are as follows:

For data necessary for the monitoring and provision of free Services: until the closure of the User Account, with inactive accounts being closed after 3 years.
For data necessary for the monitoring and execution of Subscriptions: for the duration of the Subscription and, beyond that, for the period of limitation for actions under the Civil Code and for ten years for accounting and invoicing obligations as provided in the Commercial Code.
For data necessary for managing the relationship with USERS (newsletters, sending information, etc.): three years from the last contact with the USER.

The recipients of the data are: the teams of BLACKSTUDIO as well as its potential subcontractors and service providers (e.g., IT providers, accountants, etc.).
The data is not subject to automated decision-making (including profiling).
Moreover, no personal information of the USER is published without their knowledge, exchanged, transferred, assigned, or sold on any medium to third parties. Only in the event of a sale of BLACKSTUDIO and its rights would such information be transmitted to a potential purchaser, who would also be bound by the same obligation to maintain and modify the data concerning the USER.
Regarding the personal data concerning them, the USER has the right to access and rectify all data concerning them and, where applicable, the right to deletion, opposition to the processing of this data, the right to erasure, and the right to restrict processing, as well as the right to data portability.
The USER also has the right to issue specific and general directives concerning the retention, erasure, and communication of their data post-mortem. The USER can exercise these rights at any time, electronically or by mail, by contacting BLACKSTUDIO using the contact details provided in Article 1.
In case of disputes regarding the processing of their personal data, the USER may also lodge a complaint with the supervisory authority, namely the CNIL (https://www.cnil.fr).

ANNEX 3 – TECHNICAL REQUIREMENTS

The following minimum technical requirements apply to client devices for using the service:
Computer
Application: Recent web browser: Edge, Chrome, Firefox, Safari, or equivalent, minimum version 2019
Transmission Capacity
A high-speed internet connection (minimum 512 kbit/s) is required for using the service

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