Terms & conditions

The following General TERMS & Conditions apply to all rental of products defined below (the « Products ») commercialized by GAMESTREAM (« Gamestream ») to a client of Gamestream (the « Client »), and generally all business relations between the Client and Gamestream, unless specified otherwise in writing by Gamestream to the Client. These General Terms & Conditions only apply to B2B relationships. In order to rent the Products, the Client shall be a professional. Gamestream reserves the right to modify these General Terms & Conditions at any time subject to prior notification given to the Client.

1 – ORDER
Prior to any order, the Client shall conduct a bandwidth diagnosis in its premises through the dedicated webpage created by Gamestream. The unique aim of the bandwidth diagnosis is to verify that the bandwidth at the Client’s premises is sufficient for the provision of the service and not the compatibility of the Products with its network. The Client shall not be allowed to continue the order if the bandwidth test is not compliant. Any order of Products by the Client must be done through the dedicated website created by Gamestream for the Client. Any order for rent of Products implies the irrevocable acceptance, without reserve, by the Client of these General Terms & Conditions. These General Terms & Conditions supersede any other document from the Client, including without limitation any other general conditions of purchase or purchase orders. Any document originating from Gamestream other than the present General Terms & Conditions, including without limitation catalogues, leaflets, advertising inserts and notices, has only an informative and indicative value, not a contractual value. No contract shall be deemed entered into until an order has been accepted in writing by Gamestream. However, an order will be deemed accepted by Gamestream (i) in the absence of a written refusal from Gamestream within five (5) days following reception of the order or (ii) upon delivery of the Products subject to such order. Should an order present unusual characteristics, including without limitation an excessive financial risk, or comes from a Client who has not fulfilled all its obligations resulting from past or other current business with Gamestream, or has acted contrary to commercial usage, Gamestream reserves the right to refuse the order or, at its discretion, to subject its acceptance to specific conditions appropriate under the circumstances. Unless otherwise stipulated in writing, Gamestream reserves its right to reconsider the acceptance of an order in the event of a modification in the regulations in effect at the time of the acceptance of the order and affecting the conditions governing the execution of the offer, such as changes in the foreign exchange rates, internal or foreign taxes, including without limitation tax withholdings, compensatory payments, equalization taxes, customs duties, variable components or anti-dumping, etc, as well as in the event of modifications in the French or foreign customs regulations. The Client cannot cancel an order already accepted by Gamestream. In such event, the order will remain payable by the Client to Gamestream.

2 – PRICE & PAYMENT CONDITIONS
2.1 Gamestream service is accessible at the following prices: Price is 100 € per TV per month including a STB (including warranty) and a first set of 2 gamepads Price is 30 € per spare gamepad Price is 25 € per wall-bracket (when necessary) Taxes and shipping fees are not included in the prices. Gamestream reserves the right to modify the prices for the rental of the Products at any time subject to prior notification given to the Client, such modifications being effective for the next purchase. 2.2 Payment conditions Exceptionally, during the Pilot period, a STB, two controllers, two spare controllers and a wall bracket will be offered to the client free of charge. Clients will be able to enjoy the service from November 15th 2018 to January 15th 2019 free of charge.

3 – PRODUCTS
The Products concerned by these General Terms & Conditions are the following: SERVICE SET-TOP-BOX (“STB”) GAMEPADS ACCESSORIES The content provided by Gamestream through the STB (video games) is not its property and is only provided to the Client for his own use. This content might change at any time, at Gamestream’s discretion. Gamestream and/or its suppliers may, subject to the applicable regulations, make modifications that they deem useful or necessary to the Products.

4 – DELIVERY
Gamestream will be responsible for all transportation and insurance expenses until its unloading.

The package shall be shipped once the payment has been received.

The delivery dates provided to the Client are only for indicative purposes. Gamestream shall use its best efforts to meet them, subject to the Client’s compliance to the payment terms and more generally to its obligations under these General Terms & Conditions. In no event shall delays in delivery result in any penalty, indemnity, damages, refusal to take delivery of the Products, cancellation of outstanding orders or non payment of the sums due to Gamestream by the Client. Any modification to outstanding orders must be accepted in writing by Gamestream and will delay the delivery date communicated by Gamestream to the Client. If the Client refuses to take delivery of an order, Gamestream shall have the right to store the Products in a warehouse at the Client’s expenses and to claim the reimbursement of all expenses related thereto. Without limiting any other rights or remedies that Gamestream may have against the Client, if the Client fails to take delivery of the Products within one week after the Products are made at the Client’s disposal, Gamestream shall be entitled to terminate the contract with penalties.

5 – QUALITY CONTROL AND INSTALLATION OF THE PRODUCTS
The Client is responsible of inspecting and verifying the Products delivered to him and to make the quality control thereof. In case of problem with the quality of the Products, the Client must: Report his complaints and reserves to the carrier on the delivery slip which shall be signed and dated by the Client; Notify the claim to Gamestream by registered mail with acknowledgment of receipt within 3 days of receipt of the Products; and Return the defective Products to Gamestream in their original condition, after receipt of the written approval from Gamestream and in accordance with Gamestream’s instructions, at the expenses and at the risk of the Client. Claims submitted by the Client pursuant to this article will not release the Client from its obligations to pay the relevant Products or entitle him to suspend or delay the payment thereof.

The Client is responsible of the installation of the Products in its premises. The client shall in particular connect the Products to his network (“network integration”). Gamestream cannot be responsible in any case for a dysfunction of the network to which the Products are connected or for any reason whatsoever which prevents the Products to work at the premises of the Client other than if the Product is defective.

6 – WARRANTY & TECHNICAL SUPPORT
Gamestream warrants the Products for the duration of the rent. The warranty is limited to the replacement of any Product recognized as being defective by Gamestream or its supplier, excluding any other remedy, damage or compensation whatsoever. To be admissible, a claim shall be made in writing and detailing precisely the alleged defects. The Client will provide Gamestream, its supplier or its agent with full access so as to verify the defects and, as the case may be, correct them. Gamestream or its supplier will not act in response to a complaint from the Client, on any or all Products, for whatever reason, if the merit of the claim is not expressly recognized in writing by Gamestream or its supplier. A claim brought by the Client does not, under any circumstances, release the Client from its obligations to pay the relevant Products or entitle him to suspend or delay the payment thereof. Gamestream or its supplier cannot guarantee the suitability of the Products for any use other than, as the case may be, the use Gamestream or its supplier recommends in writing and which appears on the material safety data sheet and/or any other notice attached to the Products and thus Gamestream or its supplier shall not be held responsible for any consequences resulting from the inappropriate use of the Products or their use in a manner that is not complying with safety or commercial usage. Except as otherwise specified in writing by Gamestream or its supplier, it is the Client’s responsibility to ensure that the Products are suitable for the intended use thereof by the Client. In this respect, the Client undertakes to comply with the health, safety and/or environmental protection measures set forth, as the case may be, in the material safety data sheet and/or any notice attached to the Products. Gamestream will provide a technical support during the rental of the Products through the Client’s dedicated webpage created by Gamestream, through a chat and/or email platform.

If covered by the constructor warranty, hardware may be returned and replaced, given the situation is in accordance with the warranty conditions. The client may enter in contact with Gamestream if one of his items is damaged, and Gamestream will consult the constructor to study the possibility of a replacement. Gamestream cannot guarantee that an item will be replaced, and how much it might cost to replace.

7 - LIABILITY
In the event that Gamestream fails to perform or otherwise breaches its obligations under these General Terms & Conditions, Gamestream’s liability will be limited to the direct loss or damage suffered by the Client, excluding without limitation loss of earnings, operating losses, loss of profits or enjoyment or increase in costs and expenses (including any fees or payment of damages), as a result of such non performance or breach. Gamestream shall not be responsible for any damage, including operating losses, loss of profits or loss of earnings resulting from the Client’s non compliance to the applicable laws and regulations concerning the use of the Products, the unsuitable or inappropriate use of the Products or any other reason whatsoever. The Client shall indemnify and hold Gamestream harmless from and against any and all liability, damage, loss, cost or expense resulting from any abnormal, improper or non compliant use of the Products, any violation of these General Terms & Conditions or any fault or negligence of the Client including without limitation inappropriate storage of the Products or the use of the Products in conditions or for purposes other than those for which they are intended.

Gamestream shall not be responsible of damages or malfunctions if the client acquires hardware for the Gamestream game service other than through the Gamestream website.

8 – TERM
Each rental of Products is provided for a duration of 2 months. The Rental Term will start 15 days after the acceptance of these Terms and Conditons. The rent shall be automatically renewed for the same duration unless written notification is provided by a Party to the other Party three (3) months prior to the end of the initial duration.

9 – FORCE MAJEURE
If an event of Force Majeure occurs, Gamestream shall promptly notify the Client in writing, including by fax or e-mail, of the occurrence of such Force Majeure, the contract between Gamestream and the Client being suspended without compensation as from the date of occurrence of such event. Should the event of Force Majeure continue for more than 30 days from the date of its occurrence, the contract entered into between Gamestream and the Client may be terminated by Gamestream, without the Client being entitled to the award of any damage or any other form of compensation or penalty. Force Majeure includes without limitation: fire, flood, war, production interruption due to unexpected breakdown, supply interruption or shortage of raw material, epidemics, embargoes or any other event independent of the will of Gamestream preventing Gamestream, its suppliers or agents from performing their obligations hereunder.

10 – TITLE – TRANSFER OF RISK
Products shall remain Gamestream’s property at any time. The Products are only provided through rental. For the avoidance of doubt, the Products are not sold to the Client. At the end of the rental, the Client shall send back at its own costs and under its responsibility the Products to Gamestream. Should the Client be in default of payment, in whole or in part, Gamestream shall be entitled to retake possession of the unpaid Products by any available legal means. Notwithstanding the foregoing, the transfer of risk to the Client occurs when the Products are handed over by Gamestream to the carrier. Thus, Gamestream shall not be responsible for any damages occurring during transportation, such as destruction, physical damage, loss or theft, even if the carrier was selected by Gamestream.

11 – INTELLECTUAL PROPERTY
The Client acknowledges having full knowledge of the intellectual property rights of Gamestream and/or its suppliers and undertakes to respect such intellectual property rights and to use them as strictly required and essential for the execution of the contract. The Client does not hold nor acquire any intellectual property rights relating to the Products. The Client shall not, at any time and for any reason whatsoever, modify the intellectual property rights relating to the Products, nor request or obtain any legal protection for any component of whatever nature in connection with the Products, including without limitation obtain a license or grant a sub-license in connection with the Products. The Client shall promptly notify Gamestream of any action or claim by a third party with respect to the intellectual property relating to the Products and of any infringement by a third party of the intellectual property relating to the Products and shall provide assistance in any proceedings which would be brought against third parties. The Client shall cease from using the intellectual property rights relating to the Products at the end of the term of the contract with Gamestream or at any time during the term of the contract, at Gamestream’s demand if Gamestream determines that it could infringe the intellectual property rights or other rights of third parties.

12 – CONFIDENTIALITY
Any information, including, but not limited to, data, business information, technical information, specifications, drawings, sketches, models, records, samples, tools, software and documentation, written, oral or otherwise (all hereinafter referred to as "Confidential Information") furnished by either Party to the other, in the frame of the Agreement, shall remain the supplying Party's property. All copies of such Confidential Information in written, graphic or other tangible form shall be returned to the supplying Party upon request at any time, or shall be otherwise disposed of as directed by the supplying Party. Each Party shall not at any time divulge, disclose or otherwise furnish to any third party any Confidential Information, except upon prior written authorization of the disclosing Party. Each Party shall reveal the Confidential Information only to its employees or subcontractors to whom disclosure is necessary for them to perform their duties, pursuant to the Agreement. Each Party shall impose the above obligation of confidentiality on its employees and subcontractors. The foregoing obligations shall not apply, however, to any part of the Confidential Information which: - was already obtained in good faith by the recipient Party prior to receipt hereof; - was already in the public domain or became so through no fault of the recipient Party; - was acquired by the recipient Party from a third party having the right to convey the Confidential Information to the recipient Party without any obligation of confidentiality not the disclosure the same; - is independently developed by the recipient Party; - is approved for release by prior written authorization by the owner of the Confidential Information; - is obliged to be produced (after notice of the disclosing Party whenever it is possible) under applicable law or regulation including any order of a court jurisdiction or an arbitral award.

Notwithstanding the above, each Party can make known to the public the existence of the relationship between the Parties relating to the Products. Subject to the provision of the above paragraph, these obligations of confidentiality shall survive for a period of five (5) years from the expiration or termination of this Agreement.

13 – MISCELLANEOUS
Gamestream’s failure to meet any of its obligations herein shall not constitute grounds for immediate termination of any relationship by the Client such as the cancellation of outstanding orders and/or cancellation of the rents of Products already delivered. No failure by Gamestream to assert any right under these General Terms & Conditions shall be deemed a waiver of such right for the future or affecting the validity of any other provisions hereunder. In the event that any of the terms or provisions under these General Terms & Conditions shall be deemed invalid or unenforceable, the other terms of these General Terms & Conditions shall continue in force unless the invalidity of such provisions does substantial violence to or are otherwise inseparable from the remainder of these General Terms & Conditions.

14 - APPLICABLE LAW AND JURISDICTION
Any dispute in relation with these General Terms & Conditions, their interpretation, their validity, their execution and their end, as well as the rents governed by them, are subject to the laws of France. The parties undertake to submit any dispute, whatever the nature and notwithstanding any provision to the contrary, to the Tribunal de Commerce of Paris, France, even though there is plurality of defenders. If legal proceedings are commenced against the Client by a third party in another court, the Client waives, as of now, all rights to call Gamestream in warranty before any other court than the Tribunal de Commerce of Paris, France.