Terms of Sale

1. Seller Identity

These Terms of Sale are entered into between:

SOSTENUTOO, Société par actions simplifiée (SAS) — French simplified joint-stock company
Registered office: 23 rue Flandres Dunkerque 40, 44000 Nantes, France
Nantes Trade and Companies Register (RCS) 106 786 437 — SIREN 106 786 437
Intra-EU VAT number: FR 42 106 786 437
Email: support@sostenutoo.com

Hereinafter referred to as "the Seller"
And any person subscribing to the "Sostenutoo" service, hereinafter referred to as "the Customer".

2. Description of Services

"Sostenutoo" is a SaaS (Software as a Service) platform designed for conductors and musicians, providing:

• Secure hosting of sheet music
• Management and sharing of musical programs
• Creation and distribution of events (rehearsals, concerts)
• Adding and managing orchestra members
• Integration of listening links for musical works
• Centralized communication between the conductor and musicians
• Purchase of digital sheet music from partner publishers, under the conditions of article 12

The service is accessible online via web browser and iOS and Android mobile applications.

3. Offers and Pricing

Pricing:
The pricing for the various subscription plans is detailed on the pricing page at sostenutoo.com. The Seller may offer several subscription plans with distinct features and pricing. The content and features included in each plan are described on the website at the time of subscription.

Trial Period:
A free trial period may be offered to every new customer under the conditions described on the website. During this period, no credit card is required. At the end of the trial, if the Customer does not subscribe to a paid plan, their orchestra will be automatically frozen (read-only access).

Payment Terms:
Payments are processed through Stripe (web and Android) or via the built-in purchase services of mobile platforms (Apple App Store, Google Play Store) and accepted by credit card or any other payment method offered by these platforms.

Billing:
Billing is monthly or annual depending on the chosen plan. Automatic payment is charged on the anniversary date of the subscription.

4. Taxes and VAT

The Seller is subject to value added tax (VAT). Unless stated otherwise, the prices displayed on the website are in euros, all taxes included (TTC). This price is the same for every Customer, whatever their country: it includes any tax that may be due, and only the share of VAT it contains varies with the Customer's billing address and, for a business, with its VAT number.

• Metropolitan France, and individuals based in another European Union country: French VAT at the standard rate of 20%.
• Guadeloupe, Martinique, La Réunion: VAT at 8.5% (article 296 of the French General Tax Code).
• Businesses based in another European Union country with a valid VAT number: no French VAT is charged, and the Customer accounts for VAT under the reverse charge mechanism (article 196 of Directive 2006/112/EC).
• French Guiana, Mayotte and countries outside the European Union: French VAT does not apply (articles 259-1°, 259 B and 294-1 of the French General Tax Code).

Digital sheet music is subject to the reduced rate: 5.5% in metropolitan France, 2.1% in Guadeloupe, Martinique and La Réunion. Its price is set excluding VAT, not including VAT: see article 12.

A compliant invoice is issued for each payment. It shows the net amount, the VAT rate and the VAT amount or, when no VAT is charged, the statement that justifies it.

5. Contract Duration and Renewal

Initial term: The subscription begins after the 30-day free trial period.

Automatic renewal: The subscription is automatically renewed for an equivalent period (month or year) unless cancelled by the Customer before the anniversary date.

Changes to the offer: The Seller reserves the right to modify at any time its pricing, the number and content of subscription plans offered, as well as the features included in each plan. Any substantial change will be notified to the Customer by email at least 30 days before it takes effect. The conditions in effect at the time of subscription remain applicable for the duration of the current subscription period.

6. Cancellation and Right of Withdrawal

Right of Withdrawal (14 days):
In accordance with Articles L221-18 et seq. of the French Consumer Code and EU Directive 2011/83/EU, the Customer has a 14-day cooling-off period from the date of subscription to exercise the right of withdrawal, without having to provide any reason or pay any penalty.

To exercise this right, the Customer must notify their decision by email to support@sostenutoo.com.

Cancellation by the Customer:
The Customer may cancel their subscription at any time through their Stripe dashboard or by contacting support. Cancellation takes effect at the end of the current paid period. No pro-rata refund will be issued.

Consequences of cancellation:
At the end of the paid period, if no renewal occurs, the Customer's orchestra will be frozen (read-only access only). Data is retained for 90 days after the end of the subscription, allowing the Customer to reactivate their account or export their data.

7. Service Delivery and Availability

Service Level Agreement (SLA):
The Seller undertakes to provide a service accessible 24/7 with a target availability rate of 99% (excluding scheduled maintenance).

Planned maintenance interruptions may occur and will be notified to Customers by email at least 48 hours in advance where possible.

Technical support:
Support is available by email at support@sostenutoo.com. The Seller endeavours to respond as quickly as possible, without guaranteeing a specific response time.

Security updates:
The service and its apps receive free security updates at least until December 2032, whatever the plan. Details are on the Security page.

8. Liability and Warranties

Data backups:
The Seller undertakes to perform automatic data backups at least once a month.

Limitation of liability:
The Seller shall not be held liable in the event of:

• Loss or corruption of data resulting from factors beyond the Seller's control
• Loss of sheet music due to force majeure or an unforeseeable technical malfunction
• Temporary service interruption for maintenance or updates
• Misuse of the service by the Customer

Legal warranties:
The service is provided in conformity with its description. The Customer benefits from the legal warranties of conformity (Articles L217-4 et seq. of the French Consumer Code).

Force majeure:
The Seller shall not be held liable for any delay or failure to perform resulting from force majeure (natural disaster, cyberattack, widespread infrastructure failure, etc.).

9. Intellectual Property

Usage rights:
The Customer is granted a non-exclusive, non-transferable right to use the service for the duration of their subscription.

Prohibited actions:
The following are strictly prohibited:

• Reproducing, copying or duplicating the software
• Reverse engineering or decompilation
• Reselling or sublicensing access to the service

Content responsibility:
The Customer is solely responsible for the sheet music and content they publish on the platform. In the event of publication of copyrighted content without authorisation, the Customer bears full liability. The Seller shall not be held liable for any infringement of intellectual property rights committed by a Customer.

10. Personal Data and GDPR

The processing of personal data is governed by the Privacy Policy available on the website.

Security and hosting:
Data is securely hosted via Supabase (GDPR-compliant). The Seller undertakes never to sell Customers' personal data to third parties. The Seller may use data internally, including for the purposes of service improvement, development of new features, usage analysis, and personalisation of the user experience, in compliance with the GDPR and in accordance with the Privacy Policy.

The Customer has the right to access, rectify, delete and port their data (contact: support@sostenutoo.com).

11. Governing Law and Disputes

These Terms of Sale are governed by French law.

In the event of a dispute, the Customer is invited to contact the Seller first to seek an amicable resolution. Failing agreement, the Customer may refer the matter free of charge to the consumer mediator:

Commission de Médiation et d'Arbitrage de Paris (CMAP)
39 avenue Franklin D. Roosevelt, 75008 Paris, France
Email: mediation@cmap.fr
Phone: +33 1 49 53 28 28

Failing amicable resolution, the French courts shall have jurisdiction.

12. Digital Sheet Music

This article applies to purchases of digital sheet music in the Sostenutoo store. For these purchases it supplements the preceding articles and, where they differ, it prevails.

12.1. Sale.
The Seller sells sheet music in its own name, on behalf of the music publishers who entrust it with their works (hereinafter "the Publisher"). The purchase is made by a manager of the ensemble (owner or administrator of the ensemble on the platform), on behalf of that ensemble (hereinafter "the Ensemble"). Each work purchased (hereinafter "the Work") is delivered as PDF files, full score and separate parts (hereinafter "the Copies").

12.2. Price.
The price of a Work is set excluding VAT. It is the same whatever the Ensemble's country. The VAT due according to the billing address is added to it, under the conditions of article 4. The Work's page shows the price excluding VAT and the price including VAT for France; the exact amount to be paid is displayed before payment is confirmed.

12.3. Delivery and right of withdrawal.
The Copies are placed in the Ensemble's repertoire as soon as payment is received. They are digital content supplied without a physical medium: under article L221-28, 13° of the French Consumer Code, the right of withdrawal cannot be exercised once supply has begun with the purchaser's prior express consent and express waiver of this right. This consent and this waiver are collected before each payment, by means of a checkbox.

12.4. Licence granted to the Ensemble.
The purchase gives the Ensemble a licence to use the Copies (hereinafter "the Licence"), on the following terms. They are presented and accepted before each order.

1. Holder. The Licence is granted to the Ensemble named in the order. It is personal to that Ensemble: it may not be assigned, lent or shared, whether free of charge or for a fee.
2. Subject matter. The Licence covers the Work purchased, in the Publisher's edition, and all the Copies delivered (score and parts).
3. Duration. The Licence is granted without time limit, provided its terms are complied with.
4. What the Ensemble may do:
   • a) download, keep and view the Copies, on the platform and on its own devices;
   • b) make them available to its musicians, including musicians invited occasionally for a rehearsal or a concert, to its conductor and to its staff, solely for the Ensemble's own needs;
   • c) print them, at the rate of one print per musician playing the part and one print of the score per conductor, plus one archive set;
   • d) annotate them for musical work, by hand or with the platform's tools;
   • e) perform the Work from the Copies in rehearsal, in concert, at ceremonies, in competitions and in the teaching it provides.
5. What the Ensemble may not do:
   • a) pass the Copies on, in any form whatsoever, to a person or group outside the Ensemble, in particular to another ensemble;
   • b) publish them or make them available to the public, in particular on the internet and on social networks;
   • c) resell, rent or lend them;
   • d) modify the musical text, arrange, transcribe or adapt the Work, other than by annotation;
   • e) remove, hide or alter the marking described in article 12.5 and the rights notices, or attempt to do so.
6. Rights not included. The Licence includes neither the right to perform the Work in public, nor the right to record it or to broadcast a recording. These rights are managed by SACEM and SDRM (or the equivalent society in the Ensemble's country); declaring and paying for them is the responsibility of the concert organiser or the producer of the recording.
7. Musicians. The Copies remain attached to the Ensemble. A musician who leaves the Ensemble stops using them, as does a guest musician at the end of their participation.
8. Changes affecting the Ensemble. If the Ensemble changes its name, merges or is transformed, the Licence follows the organisation that continues its activity.
9. Access to the Copies. The Seller allows the Ensemble to download its Copies again from the platform. The Ensemble keeps, in any event, the Copies it has downloaded, and it is responsible for keeping a copy of them. If the Seller stops offering this service, it will inform the Ensemble at least three (3) months in advance, so that it can download its Copies.
10. Breach. If the Ensemble breaches these terms, and after a formal notice that has remained without effect for fifteen (15) days, the Licence may be terminated and access to the Copies withdrawn. No formal notice is required in the event of distribution to the public. These measures are without prejudice to any action by the Publisher.
11. Publisher's rights. The Publisher retains all rights in the Work. The Licence is granted by the Seller, under the Publisher's authorisation.

12.5. Marking of the Copies.
Each page of the Copies bears, in its bottom margin and without hiding the musical text, the notice "Exemplaire sous licence nominative" (copy under personal licence), the name of the Ensemble, the order number and date, and the Publisher's rights notice. On narrow pages, particularly in the so-called "march" format, this notice is abbreviated and keeps at least the order number; it appears in full in the file's metadata. The marking identifies the Ensemble, never its musicians.

12.6. Refunds and withdrawal of access.
Given the immediate delivery, an order is refunded only for a legitimate reason: an error reported to the Seller before any download, a technical defect in the Copies that the Seller cannot remedy, or a legal obligation. Requests are made to support@sostenutoo.com, quoting the order number.

When an order is refunded, or its payment is cancelled, in particular following a chargeback, the Licence ends and access to the Copies of that order is removed from the platform. The Ensemble then stops using any Copies it may have kept.

12.7. Information passed on to the Publisher.
For each sale, the Seller gives the Publisher the order number and date and the name and country of the Ensemble. In the event of unauthorised distribution of a Copy, and at the Publisher's reasoned request, it may also give the Ensemble's address, the name and email address of the person who placed the order, and the dates on which the Copies were downloaded. Payment data and the data of the Ensemble's musicians are never passed on. Details are given in the Privacy Policy.

The French version of this article is the one that is binding; this translation is provided for information.