UVI Terms and Conditions of Sale

As from 24 May 2022

Article 1 – General provisions, purpose and scope of application

UVI is a limited company, with a capital of 654.879,23 euros, registered in the Paris Trade and Companies Register under number 339 985 905, whose head office is located at 159 rue Amelot, 75011 Paris (France), and which can be reached at the following telephone number: +33 (0)1 87 03 96 13 and at the following email address support.uvi.net.

UVI designs and develops software, virtual instruments, effects and sounds (hereafter the “Products").

Subject to the Customer’s acceptance of these terms and conditions of sale (hereafter « General Conditions »), these Products are accessible either through orders placed on the Website (hereafter « Order »), or as part of the UVI Subscription to which the Customer may subscribe.

Any Product Order implies the prior express and unreserved acceptance by the Client of these General Conditions and the related licences ("EULA").

The General Conditions applicable are those in force on the date on which the Order or the UVI Subscription is validated by the Customer.

The General Conditions applicable are those in force on the date on which the order is validated by the Customer.

However, UVI may modify the present General Conditions at any time, without prior notice, subject to informing the Customers by publishing the said modifications on the Site. UVI will update the General Conditions by indicating the date of the last update in the upper right-hand corner of the present document.

Article 2 - Definitions

In these General Conditions, words beginning with a capital letter shall have the following meaning:

UVI Subscription or SonicPass: means the monthly or yearly subscription offer proposed by UVI allowing access to the whole Products Catalog. The Products accessible through the UVI Subscription do not include the IOS products accessible via the App Store.
Catalog: means all the Products marketed on the Site. The Product Catalog is evolving, UVI being led to remove and add new Products regularly.
Customer: means any natural or legal person ordering a Product on the Website. If certain Customers act outside the scope of their professional activity, they are considered as Consumers and benefit from the provisions specific to Consumers as indicated below.
Order: means both the order or the fact of ordering a Product on the Site.
iLok Account: means an account that allows the Customer to retrieve and activate the license related to the Products ordered on the Site or subscribed as part of the UVI Subscription.
UVI Account: means an account that the Customer must create in order to place an Order for Products or subscribe to a UVI Subscription.
Consumer: means a Customer who is a natural person and is not acting in the course of a professional activity.
Update: means updates or modifications to maintain, adapt or enhance the functionality of the Products, including security updates, whether or not such updates are necessary to maintain the compliance of the Products.
Method of payment: means the payment method chosen by the Customer to place an Order for Products or subscribe to a UVI Subscription, among two payment methods authorized on the Site, i.e. payment bry credit card and payment via PayPal.
The payment service providers are PayPal, CM-CIC and Stripe.
The service provider in charge of managing recurring payments for the UVI Subscription is Chargebee.
Portal or UVI Portal: means the software that allows you to register, dowload, install and update the UVI Products ordered on the Site or accessible through the UVI Subscription.
Products: refers to the creations designed and developed by UVI and marketed through user licenses and including software, virtual instruments, effects, sounds. UVI is free to add or remove Products from its Catalog on its Site.
Site: shall designate the Internet site www.uvi.net
Subscription or Subscribe: means the act of taking out a UVI Subscription.

Article 3 - Creation of a UVI Account

To Order Products or to subscribe to a UVI Subscription, the Customer must create a UVI Account on the Site.

The Customer is entirely responsible for maintaining the confidentiality of his password. The Customer agrees not to use the UVI Account, name, email or password of another person and agrees not to disclose his or her password to a third party.

Under no circumstances can UVI be held responsible for the use of a UVI Account by a third party who has a Customer’s password.

The Customer agrees to immediately notify UVI in the event that he suspects unauthorized use and/or theft of his password. In such a situation, the Customer must change his password.

Article 4 – Order a Product

4.1 Description of Products
UVI Products are described on the Site at the following URL: www.uvi.net/store.

The main characteristics of the Products, including their functionalities, compatibilities, interoperabilities and the existence of any restrictions of installation, as well as their price, can be consulted on the Product sheets accessible from the above-mentioned pages. Product offers are valid as long as they appear on the Site.

4.2 Methods of placing an Order Once the Customer’s UVI Account has been created, the Customer can check his shopping cart. By clicking on « validate and pay », the Customer agrees to accept the General Conditions applicable to his Order and the EULA governing the use of the Product.
All Orders will be acknowledged by and e-mail sent by UVI with the details of the Order.

4.3 Methods of payment for the Products All prices are quoted in Euros for Customers located in Europe and in US Dollars for Customers located outside Europe.
Payments can be made by any Payment Method accepted by UVI and must be received by UVI prior to Order confirmation.
After confirmation of the Order, the Customer will receive by email the serial number(s) of the Product(s) ordered. The serial number(s) are also available on the Site as well as on the invoice, which will be available for consultation on the Site.

Article 5 – UVI Subscription (SonicPass)

5.1 Description of the UVI Subscription
The UVI Subscription allows access to the whole Catalog of Products as they are marketed on the pages of the Site: www.uvi.net/store.

5.2 Monthly UVI Subscription
The monthly UVI Subscription allows the Customer to subscribe to the Products Catalog offered by UVI without any commitment. The monthly UVI Subscription is payable on the first day of the Subscription, at the price indicated on the Site, and is automatically renewable if the Customer does not request the suspension or termination of this UVI Subscription before the expiration date of the monthly period.
- The Customer continues to have access to its UVI Subscription until the end of the monthly billing period.
- From its UVI Account, the Customer can :
- either suspend its Subscription for a period of 1 to 3 months
- or terminate its monthly UVI Subscription
In the event of suspension, payment will be suspended for the duration of the suspension.
By unsubscribing from UVI monthly Subscription, Customer will have its UVI Subscription automatically terminated at the end of the current monthly billing period. To find out when its monthly UVI Subscription will be terminated, Customer can check its UVI Account.

5.3 Yearly UVI Subscription
The annual UVI Subscription allows the Customer to subscribe to the Product Catalog offered by UVI as part of a one-year commitment.
The yearly UVI Subscription is payable in full on the first day of the Subscription, at the price indicated on the Site, and is automatically renewable, if the Customer does not request the termination of its UVI Subscription before the anniversary date.
By unsubscribing from the annual UVI Subscription, Customer will have its UVI Subscription automatically terminated at the end of the current billing period of one year from the date of subscription. The Customer will continue to have access to his UVI Subscription until the end of the billing period. To find out when its annual UVI Subscription will be terminated, the Customer can check its UVI Account.

5.4 Methods of payment
To subscribe to a UVI Subscription, Customer must provide a Method of payment accepted by the Site. Payments must be received by UVI prior to confirmation of a UVI Subscription.
Charges for the UVI Subscription purchased by the Customer will be billed via the Method of payment registered by the Customer on the payment date indicated in the Customer’s UVI Account.
The payment information is kept by the provider Chargebee.
The Customer is liable of any unpaid amounts and access to UVI Subscription may be suspended immediately if payment fails due to, among other things, expiration of the Method of payment, insufficient balance, or for any other reason, and while the Customer does not terminate its UVI Subscription.
For some Methods of payment, fees may be charged by the payment provider, such as local taxes or other fees on international transactions. The Customer can contact the provider of its Method of payment to find out more. Information about PayPal can be found here.
The price of the UVI Subscription may be subject to change.
For a Customer with a monthly or annual Subscription, the fee can not change during the Subscription period purchased by the Customer, but the new fee will apply from the beginning of the new renewal period if the Customer wishes to renew the Subscription. UVI shall notify the Customer of the new fee at least 30 days prior to the expiration of the monthly Subscription and 1 month prior to the expiration of the yearly Subscription.

Article 6 – No right of withdrawal

AS A REMINDER: the right of withdrawal granted in principle only to Consumer Customers within fourteen days of the Order date is not applicable for downloadable Products, not supplied on a physical medium, as soon as the customer registered on its UVI account the products prior to the end of the 14 days, thus waiving its right of withdrawal in accordance with the provisions of article L.221-28 13° of the French Consumer Code.

Article 7 – Right of use of the Products

All Products, whether they are the subject of an Order or whether they are accessible through a UVI Subscription, are subject to a non-exclusive right of use, through the EULA, the terms of which the Customer undertakes to respect. It is expressly recalled, as mentioned in the corresponding licences, that these are personal to the Customer and non-transferable in any way whatsoever.
FAILURE TO COMPLY WITH THIS ARTICLE CONSTITUTES A SERIOUS BREACH OF THESE TERMS OF SALE AND THE TERMS OF THE LICENCE AND EXPOSES THE OFFENDER TO PROSECUTION AND THE TERMINATION OF HIS ACCOUNT.

Article 8 - Warranties

All Products are guaranteed to conform to the specifications described in the Product sheet accessible on the Site.
UVI does not guarantee that the entirety of its Catalog will be maintained throughout the duration of the Subscription to which the Customer may susbscribe, as certain Products may disappear.

For Products that have been ordered: the warranty of conformity is 2 years from the date of the Product Order, subject to the installation of any Updates.

For Products accessible as part of the Subscription: the warranty of conformity continues for the duration of the Subscription to which the Customer has subscribed, subject to the installation of any Updates.

During the warranty period, UVI is responsible for any defects in conformity that appear and will make the necessary corrections.

Subject to the legal warranties from which the Consumer Clients benefit and reproduced below, UVI declines all responsibility in the event of deterioration or loss resulting from improper installation of the Products by the Customers or the use of the Products with defective, incompatible or improperly installed equipement or digital environments.

Likewise, UVI declines all responsibility for the negligence of Customers in the use of the Products, inappropriate use or use that does not comply with the manuals or instructions for use provided with the Product or accessible on the Site, or the failure to install an Update that has been made available by UVI through Portal.

Article 9 – Updates of Products

It is reminded that UVI may not maintain the compatibility of some of its Products with specific operating systems. This information will be made available [to Customers / Consumers] on the Product sheet and if the Customer has already ordered the Product or has already had access to it as part of its Subscription, UVI may inform the Customers of the cessation of compatibility with certain versions of operating systems by respecting a delay in accordance with legal provisions.

9.1 Necessary Updates
Some Products may require downloading Updates that would be necessary to maintain the compliance of the Products. UVI informs, via Portal, Customers of these Updates, their availability and the consequences of their non-installation.
UVI is not responsible for defects in conformity that would result from their non-installation by Customers within 5 days.

9.2 Not necessary Updates
UVI informs the Customer via Portal of Updates that are not necessary to maintain the conformity of the Products.
In such a case, UVI will inform the Customer, reasonably in advance, of the planned Update, specifying the date on wich it will take place, at no additional cost.
The Consumer Customer may refuse the Update that is not necessary to maintain the conformity of the Products presented to them by UVI for a Product, or uninstall such an Update if it has a negative impact on his access to or use of the Product.
In this case, the Consumer Customer may terminate the contract within a maximum of 30 days, unless the Update that is not necessary to maintain the conformity of the Product has only a minor impact on it. The Consumer Customer loses this right to terminate the contract if UVI offers to keep the Product without the Update, including if UVI offers to uninstall the Update concerned.

Article 10 – Intellectual property

The whole content contained on the Website and on the Portal, namely the Products but also the trademarks, texts, images, videos, logos, icons are protected by the laws relating to intellectual property and UVI alone holds the intellectual property rights or the rights of exploitation.
Consequently, any reproduction, representation, modification, publication, total or partial adaptation of the content of the Website, by any means or process whatsoever, is forbidden, except with the prior written and express consent of UVI.

Article 11 – Personal data

You can find information about the processing of your personal data by UVI by reading our privacy policy here.

Article 12 - Liability

UVI can only be held responsible for direct damage caused by its fault, the proof of which must be provided by the Customer.
Subject to any applicable law prohibiting the exclusion or limitation of liability, in no event shall UVI’s total liability exceed:
-in the case of the acquisition of one of these Products as part of an Order: the total cost of the defective Products supplied, which are the subject of the claim.
- in the case of the use of the Products via the UVI Subscription: an amount equivalent to the monthly payment made by the Customer for the month in which the liability claim is made, as regards the monthly UVI Subscription and the annual amount as paid by the Customer when it subscribes to the annual UVI Subscription.

Article 13 – Default

In the event of a breach by the Customer of its obligations hereunder, not remedied within five (5) days after a warning has been sent by email to remedy the breach, UVI may suspend access to the Portal and thus:
- suspend the use of the Products, subject of the Order of which the Customer has failed to fulfill its obligations
- suspend the Subscription from which the Customers benefit, which will suspend access to all Products in the Catalog and the use of Products already used by the Customer
If at the end of the above-mentioned five (5) days, the Customer has not remedied the breach, UVI shall be entitled to invoke the termination provision by sending the Customer a formal notice to remedy the breach, by registered letter witch acknowledgement of receipt. If after ten (10) days, the breach has still not been remedied, these terms and conditions will be terminated by operation of law and the Customer will no longer have access to the Products that are the subject of the Order in question, nor to the Subscription to which it had subsbribed; the Customer will no longer have access to the Catalog of Products.
Termination hereof shall consequently implies the termination of the Cluf licenses for the Products affected by the termination.
UVI will retain the full amount of the Subscription in the event of termination by UVI due to the Customer.

Article 14 – Complaints and mediation

If you are a Consumer and you have a complaint, you can send it to us at the following address: support.uvi.net.
In the absence of an amicable solution with UVI, the Consumer has the right to have recourse to the consumer mediator to which UVI belongs, namely the mediation system of the Association of European Mediators, AME Conso.
The mediation is a process of amicable solution of the disputes free, confidential, and fast that the Consumer and/or UVI is free to accept and to stop at any time. The mediator of consumption is an independent person whose mission is to propose a solution to the dispute opposing the professional and the consumer by an opinion that the Consumer and/or UVI is free to accept or refuse.
The Consumer may contact the AME Conso by email at https://www.mediationconso-ame.com/demande-de-mediation-ame.html or by post: 11, place Dauphine 75001 Paris. The website of AME Conso is the following: https://www.mediationconso-ame.com/.
In addition, in accordance with Article 14 of Regulation (EU) n°524/2013, the European Commission has set up an Online Dispute Resolution plateform, facilitating the independant out-of-court settlement of online disputes between consumers and professionals in the European Union. This platform is accessible at the following link: https://webgate.ec.europa.eu/odr/.

Article 15 – Applicable law and competent jurisdiction

The General Conditions are subject to French law.
ANY DISPUTE RELATING TO THE EXECUTION OR INTERPRETATION OF THE PRESENT CONTRACT WITH A NON-CONSUMER CUSTOMER SHALL BE BROUGHT BEFORE THE COMMERCIAL COURT OF PARIS.
Disputes with Consumer Customers shall be brought before the competent courts.

Article 16 – Miscellaneous

16.1 If one of the provisions of the General Conditions should be declared null and void or inapplicable, it will be modified in order to obtain its validity or will be deemed unwritten but will not lead to the nullity or invalidity of the General Conditions or of its other provisions.
16.2 The fact that UVI does not, at any given time, avail itself of any of the provisions hereof, shall not be construed as a waiver of any of the said provisions.
16.3 These General Conditions are written in English. However, in the event of contradiction in terms, the French version of these General Conditions shall prevail.
16.4 If you are a Consumer, we inform you that you can register on the opposition list to telephone solicitation Bloctel.
16.5 For Consumer Customers: in accordance with the provisions of the Consumer Code applicable to Consumer Customers, the latter benefit from (i) the legal guarantee of hidden defects under the conditions of article 1641 of the Civil Code for a period of two years from the discovery of the hidden defect as well as (ii) the legal guarantee of conformity under the conditions of article L.224-25-12 and following of the Consumer Code, it being specified that UVI guarantees all its clients against defects in its Products in relation to their characteristics provided on the Site.
In accordance with the French Consumer Code, the provisions of Articles L. 224-25-12, L. 224-25-13, L. 224-25-14, L. 224-25-15 et L. 224-25-16 as well as Article 1641 and the first paragraph of Article 1648 of the French Civil Code are reproduced in full below.

Article L. 224-25-12 of the Consumer Code :
"The trader shall provide digital content or a digital service that complies with the contract and the criteria set out in Article L. 224-25-14.
Where the contract provides for a one-off supply of the digital content or service, or a series of separate supply operations, the trader shall be liable for any lack of conformity existing at the time of the supply and which appears within two years of the supply.
Where the contract provides for the digital content or digital service to be supplied on a continuous basis, the trader shall be liable for lack of conformity which becomes apparent during the period in which the digital content or digital service is supplied under the contract.
The applicable period does not deprive the consumer of his right to updates in accordance with the provisions of Article L. 224-25-25.
The trader is also liable, within the same time limits, for lack of conformity resulting from the incorrect integration of the digital content or service into the consumer's digital environment where this has been done by the trader or under his responsibility, or where the incorrect integration done by the consumer results from shortcomings in the instructions provided by the trader.
This warranty period applies without prejudice to Articles 2224 and following of the Civil Code. The starting point of the limitation period for the consumer's action is the day on which the consumer becomes aware of the lack of conformity.”

Article L. 224-25-13 of Consumer Code :
"The digital content or digital service conforms to the contract if it meets, in particular, where applicable, the following criteria:
1° It corresponds to the description, type, quantity and quality, in particular as regards functionality, compatibility, interoperability, or any other characteristic provided for in the contract ;
2° It is fit for any special purpose sought by the consumer, made known to the trader at the latest at the time of the conclusion of the contract and accepted by the latter;
3° It is supplied with all the accessories, including packaging, installation instructions and customer support, to be provided in accordance with the contract;
(4) It is updated in accordance with the contract."

Article L. 224-25-14 of Consumer Code :
"I.-In addition to the compliance criteria set out in the contract, the digital content or service is compliant if it meets the following criteria:
1° It is fit for the purpose normally expected of digital content or a digital service of the same type, taking into account, where appropriate, any provisions of European Union law and national law as well as any technical standards, or in the absence of such technical standards, specific codes of conduct applicable to the sector concerned ;
2° Where appropriate, it has the qualities which the trader has presented to the consumer in the form of a trial version or preview before the conclusion of the contract;
3. It shall be supplied in the most recent version available at the time of conclusion of the contract, unless the parties agree otherwise;
4° In the case of continuous provision of digital content or a digital service during a given period, it is provided without interruption throughout that period;
5. Where applicable, it is provided with all the accessories and installation instructions and customer support that the consumer may reasonably expect;
6° Where applicable, it is provided with the updates that the consumer can legitimately expect, in accordance with the provisions of Article L. 224-25-25 ;
7° It corresponds to the quantity, quality and other characteristics, including in terms of functionality, compatibility, accessibility, continuity and security, that the consumer can legitimately expect for digital content or digital services of the same type, taking into account the nature of these contents or services as well as public statements made by the professional, by any person upstream in the chain of transactions, or by a person acting on their behalf, including in advertising or on labelling
II - However, the professional is not bound by any public statements mentioned in the last paragraph of I if he demonstrates:
1° That he did not know them and was not legitimately in a position to know them ;
2° that at the time the contract was entered into, the public statements had been corrected under conditions comparable to the initial statements; or
(3) that the public statements could not have influenced the decision to contract.
III.-The consumer may not contest compliance by invoking a defect concerning one or more particular characteristics of the digital content or digital service, which he was specifically informed deviated from the criteria for compliance set forth in this article, deviation to which he expressly and separately consented at the time of the conclusion of the contract."

Article L. 224-25-15 of Consumer Code :
"Where, on the occasion of the contract, processing of personal data is carried out by the professional, a failure on his part to comply with his obligations under Regulation (EU) 2016/679 of 27 April 2016 and Law No. 78-17 of 6 January 1978 on information technology, files and freedoms, where such failure results in non-compliance with one or more of the compliance criteria set out in this section, shall be treated as a failure to comply, without prejudice to other remedies provided for by these texts."

Article L. 224-25-16 of Consumer Code :
"I.-Defects in conformity which appear within twelve months of the supply of the digital content or digital service shall be presumed to have existed at the time of that supply, in the absence of proof to the contrary.
Where the contract provides for the continuous supply of the digital content or digital service during a given period, the burden of proof as to whether the digital content or digital service was in conformity during the contractual period of supply shall lie with the trader in the case of a lack of conformity appearing during that period.
The trader shall not be liable for the lack of conformity if he demonstrates that the lack of conformity is directly attributable to the incompatibility between the digital content or service and the consumer's digital environment and that the consumer had been informed by the trader of the technical requirements for the compatibility of that content or service before the contract was concluded.
The consumer is obliged to cooperate with the trader, to the extent reasonably possible, necessary and least intrusive for him, in order to determine whether the lack of conformity is caused by that incompatibility. Otherwise, the burden of proof referred to in the first or second paragraph of I of this Article, shall lie with the consumer provided that the consumer has been informed in a clear and comprehensible manner of his obligation to cooperate before the conclusion of the contract."

Article 1641 of the French Civil Code:
"The seller is bound by the warranty for hidden defects in the thing sold which make it unfit for the use for which it was intended, or which so diminish this use that the buyer would not have acquired it, or would have given only a lower price, if he had known about them."

Article 1648 paragraph 1 of the French Civil Code:
"The action resulting from prohibitive defects must be brought by the purchaser within two years of the discovery of the defect."