Celestory Creator Terms & Conditions of Use/Sales
Article 1 - Purpose of terms and conditions
The purpose of the present general conditions is to specify the conditions under which Celestory grants the USER a right of use of the Celestory Creator and ensures its maintenance. The present terms of sale will prevail on all other general or particular conditions not expressly approved by Celestory. Celestory reserves the possibility of modifying its general conditions of sale at any time without notice: the applicable conditions will be those in force at the date of the order by the USER.
Article 2 – Using the Celestory Creator
Celestory is aimed at experienced users wanting to design, prototype, preview and estimate the cost of developing their interactive scenario-based application according to one of the 3 application models: chatbot, narrative game or interactive media. Its use is entirely free in this case. Any generation of the final code of the application must be sent from the Project Archive to the Celestory generation server via the "Export my app" button of the Celestory Creator software. The Celestory Creator also allows to export the Project Archive via the "Export Project" button in the Model Settings menu in order to send it to Celestory for a service. The export of the Project Archive can also be used to save the content of an application project and resume its creation on another workstation by another user. Any other use, generation or extraction of the project application code and/or software is forbidden.
Article 3 – Right of use
Celestory grants to the USER a personal and non-exclusive right to use the Celestory Creator software for his own needs, as well as those of his organization. Celestory also grants to the USER a personal and non-exclusive right to use the documentation (such as user manual, application project and artistic resources of demonstration...) accessible via the Celestory Creator software. It is strictly forbidden to sell it.
Article 4 – Prices and terms of payment
Designing, prototyping, previewing and estimating the cost of your application using one of Celestory's models is free. In return for the license to use the Celestory Creator software, the USER commits to pay the indicated price of the cost calculator via the "Export my app" button if he or she would like to transform his or her project into a real application. The payment will be made by credit card upon receipt of the order. The USER only has the right to use his or her application project and will not be the owner of his or her media until full payment of the usage fee. By validating his or her order, the USER declares that he or she accepts without reservation the terms of the order as well as all of these general terms and conditions of sale and declares that he or she has the capacity to enter into a contract with the seller.
The prices appearing on the estimator of cost of generation of application of the Celestory Creator software are understood all taxes included (VAT + other applicable taxes). Celestory reserves the possibility of modifying the prices at any time: the products and services are invoiced on the basis of the tariffs in force at the time of the validation of the order subject to availability.
The USER who wishes to buy the on-line generation of the final application resulting from an application project via the Celestory Creator software must follow the on-line ordering process which includes a phase of identification, a phase of verification and validation of the chosen products and services, a phase of payment under the conditions envisaged and a phase of confirmation of the order and the payment. Confirmation of the order implies acceptance of these terms and conditions of sale, acknowledgement of having perfect knowledge of them and renunciation to avail oneself of one's own terms and conditions of purchase or other conditions. All the data provided as well as the recorded confirmation will be worth proof of the transaction. Celestory will transmit by e-mail confirmation of the recorded order which will be worth acceptance of the order, as well as the download link for the USER to recover his application. This link will be valid and guaranteed by Celestory during 2 weeks following the generation of its application.
There is no right of withdrawal once the application has been generated and sent to the USER.
Article 5 – Guarantee and Maintenance
Celestory guarantees the correct functioning of the final application generated via the Celestory Creator at the time of its reception. However, the functioning of the final application is neither guaranteed nor maintained over time.
Celestory does not guarantee the correct functioning of the Celestory Creator, but will try to avoid any bugs preventing its normal use. Celestory does not guarantee in any case in time the integrity of the Application Projects, whatever the model used. It is the responsibility of the user to make regular backups of his Application Project via the Save button or the Export Project button in the Project Settings menu.
Article 6 – Termination
6.1 By the SUPPLIER
Celestory reserves the right to terminate unilaterally and have full rights to the license to use and the right to generate the application, without prejudice to any damages in the following cases:
- receivership or liquidation of the USER, subject to the conditions laid down by the law of 25 January 1985,
- copyright infringement in the application project
In the event of termination, the USER undertakes to uninstall the SOFTWARE PACKAGE on each workstation.
6.2 By the USER
The USER may terminate this license right by uninstalling the Celestory Creator software and deleting all application projects created with the Celestory Creator software.
Article 7 – Sublicense
The USER may only use the Celestory Creator software for his own needs. It is forbidden to charge for the generation of an application that it has not created for a third party. The USER will not be able to concede, even for free, the right of use to third parties.
The software Celestory Creator and its documentation mentioned in article 3, as well as any copy, remain the exclusive property of Celestory, which reserves the quality of author in accordance with the provisions of the code of the intellectual property. The Celestory Creator software cannot be yielded, provided or transferred without the agreement of Celestory. Celestory guarantees the USER of any infringement proceedings which would be engaged against him, provided however that it is notified in writing and as soon as possible by the USER and that the Celestory Creator software has not been modified by the USER. The license granted by Celestory gives the USER the right to use the Celestory Creator software belonging to Celestory, which implies that :
The USER agrees to use this Celestory Creator software only for his own needs. The USER shall not provide the SOFTWARE PACKAGE in any form whatsoever or make it available to anyone except its employees,
The USER does not undertake to develop or market the Celestory Creator software or products likely to compete with it,
Celestory grants to the USER, on a personal, non-transferable and non-exclusive basis, the right to use the Celestory Creator software.
The USER will not be able to modify the Celestory Creator software, nor adapt it unless Celestory has given its prior written authorization.
The USER will not be able to correct the errors that affect the Celestory Creator software, the partys agree explicitly to reserve this rectification for Celestory.
Article 8 – Property
Article 9 – Non-transferability
It is expressly agreed that the rights granted by Celestory cannot be transferred to a third party by the USER. The rights of use are not transferable, even in the event of transfer of the fund, management lease, merger or any other operation at the end of which the rights of the USER would be transferred to a third party.
Article 10 – Hardware
The Licensee is responsible for the proper functioning of the equipment and the conformity of its environment to the manufacturer's specifications. The use of the Celestory Creator software on the hardware does not in any case bring into play the responsibility of Celestory in case of damage of the hardware, or the sudden loss of data.
The USER may only make back-up copies of his application project that prove necessary for its operation, as a security measure. These copies will remain the property of Celestory and will have to be the subject of an inventory accessible to the latter.
Article 11 – Backup copy
The Celestory Creator software is part of Celestory's trade secrets and know-how and must be considered by the USER as confidential information, whether or not it can be protected by an intellectual property right, patent, copyright, or in any other way.
In this respect, the USER shall refrain from communicating the Celestory Creator software in its source or executable versions as well as the programs and other elements (documentation, etc.) constituting all or part of the software package. The USER also undertakes to take all necessary measures to ensure that the Celestory Creator software and its documentation are not made available to third parties and undertakes to ensure that its collaborators or staff respect these obligations and Celestory's copyright. The USER undertakes to take all the necessary precautions to avoid the disclosure or the reproduction or the illicit use by its staff and providers, in particular by having them sign a personal confidentiality agreement. The USER agrees not to use the specifications of the Celestory Creator software to create or allow the creation of a program with the same purpose.
By express agreement, the SUPPLIER shall be entitled to verify compliance with these obligations at any time. Should the USER fail to comply with the obligations mentioned in this article, Celestory reserves the right to claim damages from the USER.
Article 13 – Disclosure
The USER commits himself not to make any modification to the elements given by Celestory, without the prior written agreement of the latter. The non compliance: of this clause disqualifies the USER from the benefit of the guarantee and the maintenance without the USER being able to claim any indemnity of this fact.
Article 14 – Modifications
Celestory is subject to an obligation of means to the exclusion of all others. It guarantees the conformity of the Celestory Creator software to the specifications described in its documentation. The USER assumes all responsibilities other than that of conformity of the Celestory Creator software to the specifications and in particular those concerning :
- the adequacy of the Celestory Creator software to its needs,
- use of the Celestory Creator software,
- the qualification and competence of its staff.
The USER is moreover responsible for the protection of the recorded data and the repair of the databases, the results obtained, the conformity of the use of the Celestory Creator software to the legislation and in particular the declarations to the National Commission for Data Processing and Liberties (CNIL) relating to the computerized treatment of the personal data. Celestory releases any responsibility in case of non conformity of the Celestory Creator software to the regulations in force during a given period if the services of maintenance are not ordered for this period. It is up to the USER to develop the operating procedures and to set up the appropriate control points and security mechanisms to safeguard and restore the data in case of anomalies in the course of the programs.
The USER is solely responsible for any malfunction and damage due to any modification of the SOFTWARE PACKAGE, even minor, made with or without the authorization of Celestory. The USER expressly acknowledges having received from the SUPPLIER all the necessary information enabling him to assess the suitability of Celestory for his needs and to take all useful precautions for its implementation and operation. Celestory will in no case be held liable for any direct or indirect damage, even if it has been informed of such damage. The USER will be solely responsible for the use of the Celestory Creator software.
Article 15 – Responsibility
Article 16 – Litigation
The present general conditions are subject to French Law. Any dispute relating to the interpretation or execution of the order form and these general conditions will be submitted to the competent courts of Paris.
The present general conditions express the entirety of the obligations of the parties. If one or more provisions of the general conditions are held to be invalid by a law or regulation, or declared such by a final decision of a competent court, they will be deemed unwritten, the other provisions of these general conditions will retain their full force and scope.
Article 17 – Completeness - Partial invalidity