1. PRESENTATION OF THE PLATFORM

   1. The OMI Platform is developed and published by OMI, a simplified joint stock company with capital of €1,250.30 registered with the Paris Trade and Companies Register under number 882 282 890, whose registered office is located at 15 rue Oudinot (75007 Paris) (the "Service Provider").

   2. The OMI Platform accessible on the www.omi.so website (hereinafter the "Platform") is a digital offering that enables the creation of audiovisual creations based on 3D Models modelled by the Service Provider at the Customer's request.

      
      

2. DEFINITION

"Anomaly": any reproducible malfunction affecting the proper operation of the Platform in accordance with its Documentation, independently of any fault on the part of the Customer or use that does not comply with the Documentation and this Agreement. Malfunctions resulting from products, software, services or networks not directly supplied by the Service Provider or its subcontractors are not the responsibility of the Service Provider. Anomalies may be :

• “Blocking Anomalies": Anomalies that result in the impossibility of executing the full functionality of the Platform.

• “Major Anomalies": Anomalies which result in the impossibility of executing one or more major functionalities of the Platform, when a workaround solution cannot be rapidly implemented.

• “Minor anomalies": Minor anomalies that are neither blocking nor major.

"Data Protection Laws" means: (a) EU Regulation 2016/679 ("GDPR"); (b) GDPR as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the "UK GDPR"), together with the UK Data Protection Act 2018.

"Event of Force Majeure" means any circumstance not within a party's reasonable control including, without limitation: acts of God, flood, drought, earthquake, or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; collapse of buildings, fire, explosion or accident; any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the Party seeking to rely on this clause, or companies in the same group as that Party); any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition; non-performance by suppliers or subcontractors (other than by companies in the same group as the Party seeking to rely on this clause); or any interruption or failure of utility service. 

"General Terms and Conditions of Subscription and Use" or "GTC" means this Agreement, including the Subscription Package chosen by the Customer, the General Terms and Conditions (whether or not included in the quotation provided to the Customer by OMI or accessible online) and their appendices. 

"Intellectual Property Rights" means all intellectual property rights such as patents, utility models, know-how, copyrights, software and database rights, trademark rights and similar rights, whether registered or not, including all applications for registration, renewals and extensions thereof, throughout the world.

"Login Details": means the login details and password allocated to the User in a personal and confidential way, enabling access to the Platform and the Partner modules subscribed to from a personal area.

"Maintenance" means the services provided by the Service Provider to correct any Anomalies in the Platform so that it performs in accordance with its documentation in an uninterrupted manner ("Corrective Maintenance"), as well as the optional services provided by the Service Provider to enable the Platform to evolve ("Evolutive Maintenance").

"3D Model(s)" means the 3D Model, i.e. the three-dimensional digital model of the Customer's products, which the Customer uploads to the Website so that the Service Provider, via the Platform, can model them in three-dimensional digital format.

"Module" means a set of chargeable features and options available on the Platform to which the Customer may subscribe at the time of or during the subscription period and which are presented on the omi.so website. The Modules are presented on the omi.so website in the form of a pack.

"Party(ies)" means, together or separately, the Service Provider and/or the Customer. 

"Personal Area" means the area specific to the User, accessible from the Platform using his/her login details and enabling access to the Platform services and partner modules subscribed to by the Customer.

"Platform" means the OMI platform on which the Customer can create audiovisual creations based on the 3D Models. 

"Results" means the audiovisual creations produced by the Customer and generated on the Platform from the 3D Models, as well as any photos or videos of these creations.

"Subscription Package" means the Customer's subscription to one of the Platform's fee-based offerings (i.e. a right to access and use the Platform in SaaS mode as well as the hosting of the data resulting from such use, as described in these GTC) provided by the Service Provider to the Customer under these GTC as well as in Corrective Maintenance services and enabling the Customer to benefit from the services offered by the Platform. The subscription package depends on the number of Module products chosen by the Customer.

"User(s)" means the person authorised by the Customer to use the Platform.  

"User Data" means the data entered by the User on the Platform in order to complete, delete or add information.

3. ACCEPTANCE AND ENFORCEABILITY OF THE GTC

   1. The User's online acceptance of these GTC implies unreserved acceptance of their  terms and conditions. The User declares :

• That he/she has read the conditions under which the Platform operates;

• That he/she has the capacity and power to bind the Customer; 

• That he/she has all the necessary and technical skills to access and use the Platform and partner modules.

2. The GTC may be amended or modified at any time by the Service Provider. The User will be notified of the new version of the GTC. 

4. ACCESS TO THE PLATFORM 

   1. Creating a Personal Area

In order to access the Platform and its functionalities, the User must have a personal space (an online account). The User must provide the Service Provider with their first and last name, email address, company and job title. The User undertakes to provide accurate and up-to-date information and to be authorised to use the Platform by the Customer. 

The User will then be able to log in using the Login Details provided by the Service Provider and access their personal area. The User undertakes to respect the level of authorisation granted to him/her.

2. Confidentiality of login details

The User is responsible for the confidentiality of his/her Login Details and undertakes to take all necessary measures to ensure that this confidentiality is ensured and to prevent any identity theft or any fraudulent or unauthorised activity on his/her account.

The User undertakes to notify the Service Provider as soon as possible of any disclosure to a third party of his Login Details or any fraudulent use of his personal space.

The User is fully responsible for all operations carried out using his/her Login Details.

3. Account suspension or closure

In the event of non-compliance with these GTC and without prejudice to any other rights or remedies which may be available to it, the Service Provider reserves the right to: 

• suspend the User's account while the necessary checks are carried out and until the cause of the suspension has disappeared, 

• close this account, particularly in the event of repeated breaches of the obligations set out in the agreement or infringement of the intellectual property rights of the Company or its partners.

The User's account may also be suspended or closed in the event of non-payment by the Customer of invoices or termination for any reason whatsoever of the Customer's Subscription Package.

5. SERVICES

   1. Subscription

(a) Rights of use

The Service Provider grants the Customer a non-exclusive and non-transferable right to access and use the Platform for the duration of the Subscription Package (in accordance with Article 7 below) in consideration of the price set out in the Subscription Package chosen and under the conditions set out in article 6 below. This right of use only covers the Modules selected by the Customer. Only Users with Login Details are authorised to access and use the Platform.

This right of use is by remote access and solely for the Customer's internal use and to the exclusion of any other purpose. 

This right of use automatically ceases at the end of the Subscription Package or when it is terminated for any reason whatsoever.

It is agreed between the Parties that the Platform, the documentation and any other information provided by the Service Provider to the Customer are and remain the exclusive property of the Service Provider. 

(b) Hosting

Under the Subscription Package, the Service Provider will host the Platform and User Data on its servers or on the servers of its subcontractors. The Service Provider will ensure the proper operation and security of the hosting infrastructure. 

(c) Corrective Maintenance

Under the Subscription Package, the Service Provider will provide Corrective Maintenance services for the Platform.  

6. FINANCIAL CONDITIONS / SUBSCRIPTION AND CREDIT TERMS

   1. Prices for Services / Subscription Packages

Prices are indicated excluding taxes (VAT) depending on the Subscription Package chosen by the Customer. Any applicable VAT or other taxes must be paid by the Customer in addition. The Customer must select the Subscription Package, including those directly on the www.omi.so website. 

Any additional service not provided for in the chosen Subscription Package will be subject to additional price, which will be communicated to the Customer in advance. 

2. Terms and conditions of Subscription Package

The price of the Subscription Package depends on the number of products the Customer wishes to add to the Platform and the Modules chosen when subscribing to the Subscription Package on the omi.so website. Any variant of the same product counts as a separate product. 

Regardless of the package and the number of products and Modules chosen, the Customer may choose between monthly payment or annual payment in advance. The annual payment in advance gives rise to a discount in the total price of the Subscription Package, as indicated on the omi.so website.

The Customer may add products or Modules directly via the Platform, in which case the price of the Subscription Package will be adjusted accordingly. Any addition of Modules or products is firm and definitive until the end of the ongoing Subscription period (Initial Period or Renewal Period), without this altering the Duration of the Subscription Package. As an exception, if one (or more) product(s) or Module(s) is (are) added during the three (3) months prior to the anniversary date of the Agreement, then the Agreement will be automatically renewed for a further period of one year from the date of the addition of the said Module or product.

One month before the anniversary date of the Initial Period or of each Renewal Period, the Customer will have the opportunity to change the number of products and Modules applicable for the next Renewal Period. Failing this, the Agreement will be renewed on the same basis, in accordance with article 7.

3. Billing terms 

Unless otherwise agreed between the Service Provider and the Customer, the Customer must pay the invoices issued by the Service Provider within thirty (30) days of the invoice date by direct debit, credit card or bank transfer, in accordance with the terms and conditions set out on the Platform. 

The price of the subscription will be invoiced either in arrears each month in the case of a subscription with monthly payment, or in full at the time of subscription by the Customer in the case of annual payment in advance. 

If the Customer fails to make a payment due to the Service Provider by the due date, then, without limiting any of the Service Provider's other rights or remedies), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Such interest shall accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

4. Price revision

Prices are fixed for the duration of the Subscription Package. The Service Provider reserves the right to change the prices of the Subscription Packages at any time, subject to three months' notice. The new prices will only be applicable to the Customer from the next Subscription Package Renewal Period in accordance with article 7.

7. DURATION 

   1. The Agreement is concluded for an initial fixed period of one year from the date of subscription to the Subscription Package (the "Initial Period"). At the end of the Initial Period, the Agreement will be automatically renewed by tacit agreement for further successive periods of one (1) year each (each, a "Renewal Period") unless terminated by the Customer or the Service Provider under the conditions set out below or under the conditions set out in article 8 "Termination". 

   2. The Agreement may also be tacitly renewed if a Module or a new product is added in the three (3) months prior to the expiry date of the Initial Period or a Renewal Period, in accordance with Article 6.2. 

   3. The Initial Period and the Renewal Periods are together referred to as the "Term". 

   4. Either Party may terminate the fixed-termed Subscription Package on written notice, sent by post using registered signed-for delivery, or via the Platform's functionalities, by giving at least two (2) months' notice prior to the expiry date of the Initial Period or prior to the expiry date of the Renewal Period.