Best-seller to Box-office

General Terms and Conditions October 2011– Professionals in the Audiovisual and Movie Industry

These General Terms and Conditions - Professionals in the Audiovisual and Movie Industry – form an integrant part of this Contract. The Subscriber, and more generally, any Site user, recognizes it has knowledge of these general terms and conditions and declares it accepts them without exception.

Unless any provision to the contrary, the terms beginning with a capital letter used herein shall have the meaning ascribed to them in the Subscription Contract.

1. Purpose:
The www.Bs2bo.com site (the "Site") offers its users (the "Subscribers"), upon subscription, an Internet access to information available at the time of their logging. Bs2Bo complements the Site by a range of services offering the Subscribers a differentiated access to the contents and to additional services (such as defined, not limitatively, under article 3.2 herein). The General Terms and Conditions - Professionals in the Audiovisual and Movie Industry (the "General Terms and Conditions") apply to all subscriptions and Services, and more generally, to any Site use.
By browsing on the Site, in particular, on the part accessible to any web user, by subscribing to a subscription and by subscribing to the Services, as the case may be, the Subscriber undertakes to use the contents of the Site and the Services in compliance with the legislation in force and these General Terms and Conditions. PLEASE READ THESE GENERAL TERMS AND CONDITIONS CAREFULLY.

2. Public access to the Site
For illustration purposes, a portion of the Site is accessible, in French and English, Italian, German and Spanish, by any web user, who may thus consult introductive summaries (title(s), author, language in which the first publishing was drafted) of literary works likely to be adapted on TV and/or in a movie, as well as these General Terms and Conditions.
Notwithstanding the provisions of Article 7 of the General Terms and Conditions that apply to the whole Site, including to the part accessible to the public, the unregistered user has no intellectual property right on the contents he may access on the Site and cannot claim any title to operate them, directly or indirectly.

3. Details of Subscriptions and Services:
3.1. Details of Subscriptions

Bs2Bo offers the possibility to subscribe to four (4) different types of subscription, it being specified that (i) the level of detail of the information made available to the Subscriber as well as (ii) the type and amount of Services to which the Subscriber can subscribe within the framework of the said subscriptions, depend on the type of subscription selected.

3.1.1. Free Limited Subscription comprises, in particular, the opening of an online account; access to 3 detailed literary works summaries (but which do not contain information relating to the audiovisual adaptation rights (the "Rights") of the work in question) responding partially and as closely as possible to the criteria provided by the Subscriber (a genre, a theme, a country and/or a category of literary works) via the Fast Match engine, to BS2BO’s Selection of titles, to a 15mn research via the search erngine, and to every services per piece.

3.1.2. 1-month Subscription comprises, in particular, the functionalities offered under the Free Limited Subscription, it being specified that the database, available for consultation via the semantic search engine (enabling searches taking into account audiovisual- and film-related specificities), is supplemented with Bs2Bo Summaries (pitch and presentation), and Bs2Bo Adaptation File (pitches, stories, characters, strong scenes, structure of the work, dramatic density, rhythm of the work, style/context, dialogues, adaptability, possible adaptation format, reference films); the possibility to receive a copy of the literary works that have been presented on BS2BO, on the condition that the audiovisual rights contact of the literary work grants his/her consent; information regarding the Rights (transferability, contact details of the person in charge of any matter relating to the Rights etc.); a personalized library; an access to the “Rights Search” or “Theme Search” Services with a limit of of 5 request for “Rights search” and 2 for “Theme search”, an unlimited access to the newsletters.

3.1.3. 6-month Subscription comprises, in particular, the functionalities offered under the 1-month Subscription as well as unlimited rights search requests and theme search requests; and the reception of the French and English newsletter for the full term of the 6-month Subscription.

3.1.4. 1-year Subscription comprises, in particular, the functionalities offered under the 6-month Subscription but with unlimited rights and theme searches; as well as use of the subject search service, unlimited; as well as activation of the alerts service for searches undertaken (activate from the end of the search and for the full subscription term); the use of the co-production space designed for co-producers’ searches pertaining to projects of adaptation of literary works whose audiovisual rights have been licensed or assigned to an Audiovisual and Cinema professional who subscribes to BS2BO.

3.2. Description of Services
3.2.1. The Order of Adaptation Summaries service comprises, in particular, the drafting of a Bs2Bo Adaptation Summary in French or in English, based on a literary work selected by the Subscriber; the provision of the summary draft on the “Audiovisual and Movie Member” account of the Subscriber; the exchange of comments and observations relating to the Bs2Bo Adaptation Summary draft (through a single set of comments and observations between the Subscriber and Bs2Bo); the provision of the final version of the Bs2Bo Adaptation Summary on the “Audiovisual and Movie Member” account of the Subscriber. Unless the “exclusivity” option has been selected at the time of order, the Subscriber acknowledges that it does not benefit from any exclusivity on the Bs2Bo Adaptation Summaries drafted in connection with such service, the said summaries being made available on the Site upon the expiry of a 15-day (fifteen) term as of their drafting. When the “exclusivity” option is selected, Bs2Bo undertakes not to include the Bs2Bo Adaptation Summary concerned in the data base made available on the Site, but cannot, in no event whatsoever, guarantee that an order regarding the same literary work will not be further made, which is acknowledged by the Subscriber.

3.2.2. The Rights Search service comprises a search and a synthetic presentation on the transferability of the Rights over a literary work selected by the Subscriber as well as the communication of the contact details of the person managing the Rights. As soon as BS2BO receives a response to the request, the Subscriber shall be alerted by electronic mail. The Subscriber has the possibility of stopping any Rights Search request in progress.

3.2.3. The Theme Search service consists of informing the Subscriber of the uploading to the Website of any new summary corresponding to the theme defined by the Subscriber, via electronic mail, for the full subscription term. The Subscriber has the possibility of stopping any Theme Search request in progress.

3.2.4. The Subject Search service comprises a literary works search [whose Rights are transferable] relating to a subject, a genre, a format, a theme, a period and/or a country determined by the Subscriber. Within the framework of the subscription to the Subject Search service, Bs2Bo undertakes to make its best efforts to identify literary works corresponding to the Subscriber’s request within thirty (30) days as of the date of subscription to the said service, it being specified that such undertaking cannot, under any circumstances whatsoever, be regarded as a representation (obligation de résultat).
In the event that no literary work corresponding to the Subscriber’s request shall have been identified by Bs2Bo subsequent to the above-mentioned time limit, the Alert service shall be automatically implemented for the full term in progress, in order to inform the Subscriber of the existence of any literary work corresponding to the previously defined search.

3.2.5 The French Newsletter and English Newsletter Service comprises a notification by email, with each new newsletter, presenting the contents and an invitation to read the complete newsletter in the “Newsletter” section of the platform. The French newsletter is accessible on the French version of the platform and the English Newsletter is accessible in the English, German, Spanish and Italian versions of the platform.

3.2.6 The Co-production Forum Service will be accessible to Subscribers who have taken out a 1-year Subscription. The general terms and conditions of this service will be developed at a later date, once this service has been launched.

4. Conditions of use:
4.1. Bs2Bo reserves the right, after sending a notice that failed to result in a full payment within eight (8) business days as of the date of receipt of such notice, to cancel any Subscription, including the suspension of the access to the Site and/or any subscription of Services of a Subscriber with which a dispute exists for the payment of the Subscription and/or of the Services subscribed, without the Subscriber being entitled to claim any indemnity in any connection whatsoever.

4.2. The validation by the Subscriber of any Subscription and/or subscription to Services amounts to a formal acceptance, without reservation, of these General Terms and Conditions. The data registered by Bs2Bo on the Site, as well as those contained in the Subscription Contract and the Order(s), evidence all the transactions entered into by Bs2Bo and its Subscribers. The collection of checks, the sending of bank wire transfers or the data registered by any payment system that could be made available to the Subscribers on Site evidence all the financial transactions.

4.3. The Subscriber acknowledges that enabling cookies (i.e. files sent to the browser and stored on the hard-disk of the computer used to access the Site) is indispensable for any transaction on Site.

4.4. The contents and Services proposed on the non-public portion of the Site are only accessible by the Subscriber during the Subscription term.

5. Tariffs and Payment Terms:
5.1. The tariff to any Subscription is determined depending on the duration of the relevant Subscription and by reference to the Tariffs in force, available on the Site.

5.2. The Services offered by Bs2Bo in connection with the Subscription are charged.
The price is applied according to the Tariffs in force, available on Site.

5.3. The Subscriptions and Services prices are indicated in Euros, excluding taxes. They are invoiced and paid in Euros regardless of the Subscriber’s place of establishment.

6. Subscriptions:
6.1. Any Subscription and/or subscription of Services may only be taken into account provided:
1. the Subscriber provided Bs2Bo with his first and last names or its corporate name, as the case may be, his/its postal and electronic addresses and his/its phone number;
2. the Subscriber has clearly identified itself on the Site, by its login which is strictly personal to it;
3. the Subscriber has entered into the Subscription Contract and filled in the Order(s) enabling it to obtain order number(s);

6.2. The Subscription Contract is only validly entered into on its date of signature and any access to the Site, prior to such date is only made for purposes of demonstration of the Site with a view of arousing Subscription.

7. Intellectual property
7.1. The contents available on the Site (in particular the Bs2Bo Summaries and Bs2Bo Adaptation Summaries, including those drafted at the Subscribers’ requests) are likely to be protected by copyrights which are only held by Bs2Bo (including patrimonial rights).

7.2. The access right granted to the Subscriber is non exclusive, personal and only transmissible with Bs2Bo’s prior express consent. In no case whatsoever may any provision of the Contract result in the transfer in favor of the Subscriber, and, more generally, of any Site user, of any intellectual property right on the Site content.

7.3. Bs2Bo authorizes the Subscriber, throughout the Subscription term and free of charge, to consult (in a PDF format) all summaries it has access to on the Site through its Subscription.

7.4. Bs2Bo authorizes the Subscriber, throughout the term of the Subscription and free of charge, to reproduce the Bs2Bo Adaptation Summaries it will have ordered, on the broadcasting medium it chooses provided:
- (i) the logo, (ii) the "Best-seller to Box-office" mention and (iii) the name of the drafter of the Bs2Bo Summary be always mentioned; and
- the Bs2Bo Adaptation Summaries, be fully reproduced and are not subject to any modification of any nature.

7.5. Unless with Bs2bo’s prior written express consent, any use, reproduction or diffusion, free of charge or against payment, other than those strictly defined under articles 7.3. and 7.4. herein constitutes a counterfeiting criminally and civilly sanctioned by the French Intellectual Property Code.

8. Liability:
8.1. As Bs2Bo is not an Internet service provider, it cannot warrant neither the quality of the Internet connection, nor that the Services will not be interrupted. The obligation of provision of Bs2Bo is limited to a duty of care. In case of interruption of the Services for more than two (2) days, the Subscriber will benefit from an extension of its Subscription for a term equal to the one of the interruption.

8.2. Bs2Bo shall not be held liable for any opinion, idea and, more generally, any comment that could be exchanged on the Site, in particular, on the discussion forum, between the users, each of them being liable for the contents he will have made available on line.

8.3. Bs2Bo shall only be held liable for failure to any of its contractual obligations, which caused a direct and certain damage to the Subscriber. In all events, the sums that Bs2Bo would have to pay to the Subscriber in case it is held liable cannot exceed the total amount of the sums paid by the Subscriber in connection with its Subscription.

9. Force Majeure:
Bs2Bo shall in no case be held liable for any non-performance and/or breach of this Contract resulting from a force majeure event and no damages and interest may be claimed to it by the Subscriber in this regard.
Any war, strike and/or lock-out preventing the performance of this Contract, any bad weather causing damages and notably any technical difficulty exterior to Bs2Bo relating to the accessibility of the Bs2Bo data base, which has for consequence to prevent the performance of its obligations, any legal, regulatory and more generally, whether or not a binding provision, arising from any competent authority preventing Bs2Bo to perform its contractual obligations, shall be considered as a force majeure event within the meaning herein.
If the suspension of the Contract by reason of a force majeure event should exceed one (1) month, Bs2Bo and the Subscriber agree to meet to reach an agreement on the continuation of the Contract; failing an agreement between the parties within two (2) months as of the occurrence of the force majeure event, the Subscription shall be automatically terminated.

10. Termination:
The Subscriber or Bs2Bo may terminate the Subscription and the provision of Services contract, as the case may be, in case of breach by the other party of its contractual obligations, after sending, by registered letter with acknowledgment of receipt, an enforcement notice to perform its obligations within one (1) month as of the receipt of such enforcement notice. If beyond such period, the enforcement notice remains without effect, the termination shall occur without any other formality than the sending of a registered letter with acknowledgment of receipt confirming such termination, without prejudice to any damages.

11. Notice:
Unless when this Contract expressly provides for another communication mode, any notice sent in application of these General Terms and Conditions shall be sent by registered letter with acknowledgment of receipt.
The notices sent to Bs2Bo shall be sent to its registered office address.
The Subscriber undertakes to inform Bs2Bo of any modification to the contact details it communicated it with at the time of Subscription.

12. Personal data and protection of privacy:
Bs2Bo, publishing company of the Site, respects the privacy of its users and Subscribers and strictly complies with the laws in force on the protection of privacy. Bs2Bo undertakes not to divulge to third-parties other than the user of the Site, information (first name and surname or corporate name of the Subscriber, as the case may be, identification number, invoicing address and email) that the Subscriber has communicated to it. In accordance with the Loi Informatique et Libertés (data protection and privacy act) of January 6, 1978, the Subscriber has a right to access, modify and oppose to the personal data concerning it. The Subscriber is entitled to refuse to receive promotional messages from commercial partners of Bs2Bo, at the time of its registration, of its Subscription or, once a subscriber. Bs2Bo reserves the right to inform by email its Subscribers of its own services or commercial offers evolution. The Subscriber may terminate its Subscription. No personal information relating to the Subscriber shall then be kept by Bs2Bo.
Bs2Bo undertakes only to use information thus obtained to lawful purposes, in accordance with the legislation in force, and to comply with these General Terms and Conditions or with any other instruction given under these General Terms and Conditions. Bs2Bo recalls that the information aimed to the Subscriber shall not be divulged to a third-party. The Subscriber shall be held liable for any unauthorized use of such confidential information attributable to it. Bs2Bo uses the information relating to the Subscriber, that have been communicated and processed in connection with its registration and that are necessary to perform the Services. Should any legal provision impose to obtain the Subscriber’s consent to communicate specific documents, the latter may, during its registration, by clicking on the corresponding key to deactivate it, refuse to give its consent. The consent given by the Subscriber may be, at any time, revoked by sending an email to the Subscriber service.

13. Modification - Waiver:
Bs2Bo reserves the right to modify at any time these General Terms and Conditions. Bs2Bo shall inform the Subscriber of such modifications by email.

14. Subscriber Service:
For any information or question, you may contact our Subscriber service, contact@bs2bo.com