GENERAL TERMS AND CONDITIONS OF SALE MODJO

1. Introduction

These Modjo general terms and conditions of sale (hereinafter referred to as "GTCS") apply to commercial relations between RINGO (trading as MODJO), a société par actions simplifiée (simplified joint stock company) with capital of 38.666.31 euros, registered in the Nanterre Trade and Companies Register under number 879 606 283, and whose registered office is located at 59, avenue Sainte-Foy - 92200 Neuilly-sur-Seine, France (hereinafter "RINGO") and its customer (hereinafter the "Customer") as identified in the Order Form.

These T&Cs define the rights and obligations of the parties for the provision and use of the Service.

Any use of the Service implies full acceptance of these General Terms and Conditions and of the contract for the outsourcing of personal data (hereinafter "DPA").

These GTC and the Order Form shall prevail over any other clause in any other contract or document, unless otherwise agreed in writing by RINGO. If any provision of the T&Cs becomes unenforceable for any reason, that provision will be amended to the minimum extent necessary to make it enforceable. These GTC and the DPA are available at any time on the website www.modjo.ai. They can be saved, printed and retained.

RINGO can be contacted for any questions or requests using the contact form provided on its website or by mail at the following address RINGO - 59 avenue Sainte-Foy 92200 Neuilly-sur-Seine, France.

2 - Definitions

"Administrator" means any natural person of at least 18 years of age authorised by the Client or another Administrator to administer and manage a User Account.

"Order Form" means the Order Form sent by RINGO to the Client and specifying, in particular, the price per licence and the conditions of supply of the Service. The Order Form must be returned by the Client to RINGO, dated and signed.

"Client" means the legal entity that subscribes to the Service offered by RINGO and is represented by a natural person with the power to bind it contractually. It is the Client's responsibility to create and activate accounts for Users and to appoint one or more Administrators, for whom it remains responsible.

"User Account" means the account created by the Client and allocated to a User for the use of the Service.

"Contract" or "contract" means these General Conditions together with any annexes and addenda thereto, the PAD and any associated Purchase Order.

"Confidential Information" means all information, documents, and data of the Disclosing Party that (i) is labeled or designated in writing as confidential or private, (ii) the Receiving Party is informed is private or confidential, or (iii) the Receiving Party knows or reasonably should know, based on the nature of such information and/or the circumstances of its disclosure, is confidential or private. Confidential Information includes, but is not limited to, the terms and conditions of this Agreement, the price per license granted to Client by this Agreement, the Services and Software, Your Data, and all information relating to the Disclosing Party's business plans, marketing plans, customers, technologies, employee and organizational information, product design and plans, and financial information.

"License" means a license to record or import and listen to recordings on the Modjo platform.

"Listening license" means a license that does not allow you to record or import recordings on the Modjo platform. A listening license allows you to connect to the Modjo platform to listen to recordings made by Users who have a license.

"Price per License" means the price agreed upon between RINGO and the Client, for the provision of a License, in the Purchase Order.

"Service" means the price agreed to by RINGO and the Client for the provision of a Licence in the Order Form.

"User" means any professional aged 18 years or over who is authorised to use the Service by the Client or an Administrator of the Client. The use of the Service by the User is under the sole responsibility of the Client.

3. Description of the service

Modjo is a commercial conversational intelligence platform that allows you to record, collect recordings, transcribe, analyze and share audio and video calls and online demonstrations from a sales or other team (support, technical, etc.), as well as any other information you provide (comments, etc.) on said platform. A presentation of the Service and its functionalities is available at https://www.modjo.ai.

RINGO grants the Client, in return for full acceptance of these GTCs and payment of the Price, the right and authorisation to use the Service in the manner, number of licences and for the duration set out in the Purchase Order.

As part of the use of the Service, RINGO grants the Client access to the Service including the designation, addition ordeletion of User Accounts or Administrators, and the possibility of configuring certain functionalities of the Service.

4. Terms and conditions of subscription

4.1 To subscribe to the Service, the Customer must return the dated and signed Order Form. By signing the Order Form, the Customer accepts and signs these T&Cs and the Modjo DPA.

The Client declares and guarantees that he/she has full legal capacity or that he/she has the authorisation of the person authorised to commit the Client; he/she undertakes to justify his/her identity and capacity to act and represent the Client at RINGO's first request, by producing supporting documents (such as a k-bis extract, identity document, accreditations, etc.).

The activation of accounts is at the discretion of RINGO, which reserves the right not to activate accounts, for example in the event of doubt as to the identity or capacity to commit of the Client, inaccurate declarations or refusal to provide the requested documents.

In the event of inaccurate declarations by the Client at the time of registration, and if these are not rectified within 8 (eight) days of notification by any means (including email) by RINGO, the latter may terminate the Client's rights and the User/Administrator Account(s) opened by the latter and thus definitively terminate the provision of the Service, under the conditions of Article 13.

4.2. The Administrator may create one or more licences. The pricing of the licences is described in article 7 of these T&Cs.

The Client acknowledges and agrees that the Administrator may at any time add more licenses than the number agreed with Ringo in the Order Form. The added licenses are also subject to the pricing described in article 7 of these T&Cs.

The Client declares and guarantees that the Administrator has the legal capacity and/or the authorisation of the person authorised to commit the Client; he/she undertakes to prove his/her identity and capacity to act and represent the Client at RINGO's first request, by producing supporting documents (such as a k-bis extract, identity document, accreditations, etc.)

To access and use the Service, the User has personal and secure identifiers corresponding to his e-mail address associated with a password that he chooses. The use of a User Account is purely personal. Each User must only use his own account. The sharing, the mutualized use and the disclosure of the password of the User Account are prohibited.

All access and use of the Service by the Client or from its User Accounts are deemed to be made by the Client.

The Client is responsible for the retention, confidentiality and use of the credentials for access to the Service and User Accounts. The Client is responsible for any use of the Service made from the Users' Accounts. It is the Client's responsibility to put in place the necessary measures to protect this data, it being specified that RINGO recommends that the Client ensures that the passwords of Administrators and Users are changed regularly.  

If the Client has reason to believe that an unauthorised person is using its Users' or Administrators' identifiers and/or associated accounts, it must immediately inform RINGO in order to obtain new codes. RINGO cannot be held responsible for the disclosure of such data to third parties and the consequences of such disclosure.

Finally, the Client acknowledges that it is solely responsible for any damage that could result from use of the Service from itsaccount or User Accounts

4.3. The Client may at any time modify his information and the parameters of his Account and User Accounts online.

The Client guarantees that the data it communicates is accurate and conforms to reality. It undertakes to update such dataregularly and to inform RINGO without delay in the event of any modification of the data communicated during itsregistration and, if necessary, to carry out such modifications.

4.4 The Administrator can activate and deactivate the AI Assistant feature.

The Customer acknowledges and agrees that the Administrator may activate or deactivate the AI Assistant feature at any time.

The Customer declares and guarantees that the Administrator has the legal capacity and the authorization of the person empowered to bind the Customer to activate and deactivate the AI Assistant functionality; he/she undertakes to justify his/her identity and capacity to act and represent the Customer at RINGO's first request, by producing supporting documents (such as k-bis extract, identity document, accreditations, etc.).

5. Use of the service

5.1. General principles

The use of the Service and its features and results is the sole responsibility of the Client.

The Client undertakes to use the Service in accordance with these T&Cs and in compliance with the applicable regulations.

The Client and Users agree not to use any device or software to interfere or attempt to interfere with the proper working of the Service, including, without limitation, by imposing a disproportionately large load on RINGO's servers and infrastructure. They also agree not to (i) use the Services in a manner that infringes, misappropriates or violates the rights of any person (including, without limitation, copyright, trade secret, contractual, privacy or personal data protection rights); (ii) reverse assemble, compile, decompile, translate or otherwise attempt to discover the source code or underlying components of the Service's models, algorithms and systems, or any portion thereof (except to the extent such restrictions are contrary to applicable law).

In the event that RINGO is held liable for a breach by the Client of its legal obligations or of these T&Cs, the Client undertakes to indemnify RINGO against any claim or judgment against it and to cover, in particular, all legal costs, compensation and lawyers' fees.

5.2 Recordings

RINGO has no control over the content of the recordings made in the context of the use of the Service; the Client alone is responsible for the said recordings, the conditions under which they are made, their content and their use.

The Customer understands that when using Google Meet and Microsoft Teams videoconferencing tools and having activated the recording functionality via the bot, recording is carried out via the subsequent Recall subcontractor. In other cases, recordings are made by providers of VoIP (Voice over Internet Protocol) and videoconferencing applications used by the Customer and integrated into the Service. RINGO is not the originator of the recordings and does not make the recordings itself, but merely collects them.

In accordance with the applicable laws and regulations, the Client must inform its own employees and their correspondents of the recording of their telephone and video conversations. The Client must also inform them of their right to object to the recordings at any time.

The Client is also responsible for the processing of personal data related to the said recordings, for their compliance with the regulatory and legal provisions related to the protection of personal data, the regulations applicable to labor, employees and employment as well as the rights and obligations towards SACEM and/or SCPA.

If the call recording option is activated, recorded calls will be archived, or recorded by the Service depending on the video conferencing tools chosen by the Client; RINGO may under no circumstances be sought for these recordings, their content, their use and/or their archiving or recording.

RINGO guarantees the confidentiality of files thus recorded or imported and undertakes not to disclose them to third parties, except at the request of a legitimate authority.

5.3 Translation Feature

Each User must activate the translation feature of the recordings in order to benefit from them. The activation of thisfeature is done on a case-by-case basis for each recording. Only when this functionality is activated by the User will thesubsequent subprocessor dedicated to this functionality and identified within the DPAs process the data related to therecordings.

5.4 AI Assistant feature

It is the responsibility of the Administrator to activate the AI Assistant functionality in order to benefit from it. Only when this feature is activated will the subsequent OpenAI subcontractor process registration data.

The AI Assistant feature is optional. It is up to the Client to decide whether to subscribe to it, and he alone is responsible for its use and its consequences.

AI Assistant features include AI Summary, which automatically generates intelligent summaries of customer recordings and exchanges on the Modjo platform, AI Chapters, which automatically segments recordings into chapters, and AI Call Scoring, which automatically assesses whether or not the expected elements of a sales (or other) methodology have been followed within a recording.

When the AI Assistant feature is activated by the Administrator, it applies to all recordings on the Modjo platform. For AI Call Scoring, the Administrator will also have to choose which record types to apply it to, and for which teams.

6. Duration

The Client subscribes to the Service for the commitment period indicated in the Order Form. At the end of its term, theContract is tacitly renewable for successive periods equivalent to the commitment period indicated in the Order Form.

The initial period of engagement shall start on the Service Start Date specified in the Order Form.

One of the Parties may notify the other of its intention not to renew the contract by letter with acknowledgment of receiptsent at least one (1) month before the end of the commitment period.

7. Price

The Price depends on the number of License(s), the Price per License and the duration of the commitment.

The Price per License and the total Initial Price are indicated on the Order Form signed by the Customer. The prices indicated on the Order Form include any discounts, rebates and refunds that RINGO may grant to the Customer.

The costs of commissioning, coaching and support are offered.

The Client agrees and acknowledges that the addition of any new Licence(s) during the contract will result in an increase in the initial applicable Price, without the need to sign a new Order Form. New licences are added for the remaining period, including any renewals. The Customer therefore acknowledges that this increase in licences will not stop at the end of the current commitment period.

The Price per License for any new License(s) will be the same as in the original Order Form regardless of the number of License(s) added.

In accordance with Article 4 of these T&Cs, the Client accepts and acknowledges that the Administrator may add additional licences directly from his Administrator account without having to modify the Order Form.

The price per licence indicated on the Order Form cannot be renegotiated before the end of the commitment period.

In the event of an increase in the Price Per License, after the initial commitment period, the new price will be communicated to the Client at least two (2) months prior to the renewal date of the Agreement, by a message sent to the Client's contact e-mail address. Failure to terminate and renew the Service constitutes acceptance of the new prices by the Client.

8. Payment and billing

8.1. Means of payment

8.1.1 The Service is provided to the Customer in consideration of payment of the Price indicated in the Purchase Order. Payment may be made on an annual or monthly basis, as specified in the Purchase Order.

Payment can be processed via GOCARDLESS (bank transfer solution) or by direct bank transfer to the RINGO bank account.

Where the Client benefits from an annual payment, the Client transfers the annual fee to RINGO's bank account in accordance with the bank details shown on the invoice sent to the Client.

Where the Client has a monthly payment plan, the monthly fee shall be debited automatically on the date of the monthly invoice. The Client is obliged to pay Ringo the full price.            

The sums collected by RINGO are irretrievably acquired. They cannot be refunded, except in the circumstances described in Article 13.2.

If new licenses are added, the corresponding price will be prorated for the time remaining until the next annual or monthly invoice is issued. A specific invoice will be issued to take into account the added licenses and the corresponding pro-rated price. Thereafter, the price for the added licenses will be integrated in the following annual or monthly invoices.

8.1.2 Amounts due and payable by the Client to RINGO under the Contract must be paid in full. They are not subject to any deduction, set-off, counterclaim or withholding of any kind, except as required by law. All amounts due and payable under the Contract are exclusive of tax. Taxes will be added at the prevailing rate. Where the Client subscribes to monthly billing, the Client agrees to pay and be responsible for all charges associated with such billing.

8.1.3 In the event of refusal of payment, rejection of payment or non-payment of invoices due, the Client is informed of this non-payment by a message sent to its contact e-mail address. RINGO reserves the right to suspend or terminate access to the Service if the Client does not regularise its payment within two (2) weeks of this message being sent, without this in any way constituting a prejudice to the Client.

Accounts suspended by RINGO do not entitle the Client to any refund. Suspended accounts will continue to be billed to the Client for the remainder of the commitment period.

The Service may be reinstated, at RINGO's discretion, when the Client has paid all outstanding invoices.

It is expressly stated that unpaid invoices remain due and that RINGO reserves the right to proceed with the enforced collection of unpaid invoices.

No claim for compensation will be accepted in the event of temporary or permanent suspension of the Service for refusal of payment, rejection of payment or for non-payment.

The use of the payment solution GOCARDLESS is subject to their own terms of use, as well as the French regulations on the fight against money laundering and terrorist financing. The Client is informed and agrees that information and data relating to the transaction made via these payment solutions may be transmitted to the competent authorities.

8.2. Invoices

Invoices are issued at the beginning of each payment period (annual, or monthly if the Customer has opted for monthly payment).

In the event of the addition of new licences, an invoice is immediately sent to the Client.

Payment is due upon receipt of the invoice.

Billing is carried out according to the data systematically recorded by RINGO. These data constitute proof of the Client's use of the Service, and it is the Client's responsibility to inform RINGO without delay of any change of address or bank details.

All invoices issued are due, even in the event of suspension of the Service by RINGO due to non-payment by the Client.

RINGO will make billing information available to the Client on written request.

8.3. Late payment

In the event of late payment of one or more invoices, the Client shall be liable for late payment penalties without the need for a reminder.

The applicable interest rate is the semi-annual key rate of the European Central Bank in force on 1 January or 1 July of the current year, plus 10 percentage points, but not less than three times the legal interest rate.

A fixed indemnity of €40 is also due for collection costs, it being specified that RINGO reserves the right to claim an additional indemnity in the event of recourse to a professional in charge of reminders, formal notices and, in general, the collection of its invoices.

8.4. Litigation

In the event of a dispute over the amounts invoiced by RINGO for the use of the Service, the Client must notify RINGO by registered letter with acknowledgement of receipt within thirty (30) days of the date of issue of the invoice, indicating the invoice number to which the dispute relates.

The Client remains liable for payment pending the outcome of the dispute. In the event of a reduction in the disputed invoice, RINGO will issue a credit note to the Client which will be deducted from the next invoice after agreement between the parties.

9. Taxes

The prices indicated in these T&Cs are in euros and exclusive of tax or VAT.

10. Warranty and liability

10.1. Guarantee

RINGO warrants that: (i) it performs the Services in accordance with the applicable DPA in its relationship with the Client, (ii) it provides the Services in a professional manner, in accordance with recognised industry standards and good business practice; (iii) it complies with applicable law, and has the licences and authorisations to provide the Service; and (iv) it is legally entitled to enter into this Agreement and to perform the obligations contained herein. RINGO is bound by an obligation of means with regard to the provision of the Service; in particular, RINGO does not guarantee that the Service and its results correspond to the Client's needs.

RINGO shall in no event be liable for any consequential damages, including loss of time, turnover, loss or corruption of data, suffered by the Client as a result of the use of the Service or any malfunction thereof.

The Client waives the right to hold RINGO liable for the functioning and operation of the Service, and in particular in the event of temporary interruptions to the Service for the updating of certain files, operational difficulties or temporary interruption of the Service.

The Client hereby understands and acknowledges that any material information or data downloaded or in any way obtained through the use of the Service is done so at the Client's own risk and that the Client is solely responsible for any damage to the Client's computer system or loss of data resulting from any such problem. No information or advice, oral or written, obtained by the Client from RINGO or its staff shall create any additional warranty.

The Client warrants that: (i) it complies with all applicable laws; and (ii) it is legally authorized to enter into this Agreement and to perform the obligations contained herein. The Client expressly acknowledges that it uses the Service at its own risk and that it is aware of the characteristics and operation of the Internet and its inherent limitations.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 10.1, TO THE FULLEST EXTENT PERMITTED BY LAW, RINGO DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY.

10.2. Limitation of liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE HEREUNDER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST PROFITS, LOSS OF SALES OR ANTICIPATED ORDERS, OR DAMAGES FOR LOSS OF GOODWILL, EVEN IF EITHER PARTY HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

In no event shall RINGO, its suppliers, employees or contractors be liable for any indirect, special or consequential damages that result from improper or inexpert use of the Service or its results.

EXCEPT FOR THE PARTIES' RESPECTIVE OBLIGATIONS OF CONFIDENTIALITY AND INDEMNITY, THE AGGREGATE LIABILITY OF EITHER PARTY FOR ALL CLAIMS RELATING TO THE SERVICES OR CONNECTED WITH THIS AGREEMENT, OTHER THAN THOSE RELATED TO THE ACTIVATION AND USE OF THE AI ASSISTANT FEATURE, REGARDLESS OF THE THEORY OF DAMAGES, SHALL NOT EXCEED THE FEES PAID OR DUE TO RINGO UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM AROSE. RINGO SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED BY CUSTOMER TO THE EXTENT THEY RESULT FROM UNAUTHORIZED ACCESS RESULTING FROM THE ACTIONS OF CUSTOMER OR ANY THIRD PARTY OTHER THAN RINGO'S REPRESENTATIVES. THE FOREGOING DOES NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT.  

In no event shall RINGO or its employees be liable to the Customer or any third party for any indirect, special, incidental, exemplary, punitive or consequential damages, or for any loss of revenue, profits, data, technology or goodwill, or for any interruption in the use of the service, arising out of or in connection with the activation of the AI Assistant functionality or the use of such functionality by the Customer or any third party, regardless of the theory of liability. RINGO's liability with respect to the activation and use of the AI Assistant feature shall not exceed the fees paid or due to RINGO under this Agreement during the month prior to the date the claim arises.

11. Changes and updates

RINGO reserves the right to add, modify or remove features of the Service, including the AI Assistant. RINGO may also make any corrections it deems necessary to the Service.

The User must always use the latest version of the Service and may not request access to earlier versions.

RINGO reserves the right to modify the terms of use and these T&Cs<span> </span>at any time. The Client will be informed of such changes by email (sent to the Administrator's email address) or on the website www.modjo.ai or on the commercial conversational analysis platform Modjo, as decided by RINGO.

All changes to these GTC shall apply to the Customer, even if his commitment predates the changes, eight (8) days after the information has been given to him. In the event that the changes to the GTC would be significantly detrimental to the Client and are not required by laws, regulations, directives, recommendations or deliberations of a European data protection authority or by a court decision, the Client shall inform RINGO of its opposition and the reasons for it within eight (8) days of the information. If the Parties do not reach an agreement within thirty (30) days of receipt of the Client's objection, the Client may terminate, without penalty, the Service affected by the change by sending written notification to RINGO. Any use of the Service after the Client has been notified will be deemed to be the Client's acceptance of the updated T&C.

12. Continuity of Service

The Service may be temporarily interrupted for maintenance, updates or technical improvements, or to modify its content and/or presentation. RINGO will endeavour, as far as possible, to inform the Client in advance of any maintenance or update operation. RINGO endeavours to schedule maintenance operations, updates and technical improvements during off-peak hours and to avoid interruptions and delays in the Service. The Service is designed to be available with minimal disruption outside of regularly scheduled maintenance periods.

RINGO uses reasonable efforts to maintain maximum availability and quality of the Service; however, RINGO cannot guarantee that the Service will operate without interruption and/or without error.

The availability and quality of the Service depends on the quality of the Client's and the User's Internet connection, the existence and condition of an adequate power supply and the correct configuration of the equipment used, over which RINGO has no control.

The Client acknowledges and accepts that there are a number of factors beyond RINGO's control that may impact the quality of recorded calls and the Service, including the Client's local area network, public Internet lines, the public telephone network, the Client's Internet service provider, the Client's VoIP and videoconferencing applications and software, and local area network equipment. RINGO cannot be held responsible and will not be liable for any disruption, interruption or delay of the Service caused by a failure of any of these elements or any other element over which RINGO has no influence. RINGO cannot be held responsible in any way and will not be liable for the quality of recorded calls.

The Client may report to RINGO an incident relating to the provision of the Service by e-mail to: support@modjo.ai.

RINGO undertakes to make every effort, with the possible assistance of the Client, to deal with the incident as soon as possible.

13. Termination

13.1. On the Client's initiative :

In accordance with the provisions of Article 6, the Client may terminate the Contract, without giving any reason, by giving one (1) month's notice before the end of the commitment period.

In the event of early termination not in accordance with these T&Cs, if the Client has a monthly payment plan, the Client will owe RINGO an early termination fee equal to the average of the amounts of the last three invoices (or failing that, the amount of the last invoice). This amount will be multiplied by the number of months remaining until the end of the Client's initial commitment period. In the event of early termination not in accordance with these T&Cs, if the Client benefits from an annual payment, the Client remains liable for the full Price.

13.2. On the initiative of RINGO :

In accordance with the provisions of Article 6, RINGO may terminate the contract, without cause, by giving one (1) month's notice before the end of the contract period.

In accordance with the provisions of Article 8, RINGO may terminate the contract if the Client fails to meet its payment obligations. In this case, if the Client has a monthly payment plan, the Client will owe RINGO an early termination fee equal to the average of the amounts of the last three invoices (or failing that, the amount of the last invoice). This amount will be multiplied by the number of months remaining until the end of the Client's commitment period. When the Client benefits from an annual payment, the Client remains liable for the full Price.

RINGO reserves the right to suspend access to a Client's account and to terminate the Contract without delay if it considers that the Client is not complying with these T&Cs or is using the Service in a way that is detrimental to it or to third parties. In this case, RINGO will reimburse the Client for the subscription price already paid and corresponding to the remaining period, without any other compensation or remedy of any kind for the Client.

14. Intellectual Property - Indemnification

14.1. These T&Cs<span> </span>and the use of the Service do not imply any assignment or transfer to the Client of RINGO's intellectual property rights to the Service and, more generally, to all the elements and content making up the Modjo platform.

Any unauthorised reproduction or use by the Client of all or part of the Service and its components (content, algorithms, source codes, logos, etc.) without the authorisation of RINGO constitutes an act of infringement and will be prosecuted in the civil or criminal courts.

In consideration of the price, the Customer is the exclusive owner of all results arising from the use of the Services ("the Deliverables") and in particular the analyses and results arising from the use of the recordings (summaries, transcripts etc.). RINGO undertakes to protect the Customer from any infringement of intellectual property rights, in particular by its subcontractors, and to ensure that the Customer remains the sole owner of its Deliverables. Article 14.2 applies to the provisions of this article.

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Ringo transfers to the Customer all intellectual property rights relating to the Deliverables. This transfer is exclusive, irrevocable, worldwide and final.
When the Deliverables are used by the Customer, the Customer agrees to mention Ringo's name as the Service Provider who supplied this Deliverable.

14.2. RINGO will defend, indemnify and hold harmless the Customer and its officers, directors, employees, shareholders, agents, legal representatives, subsidiaries, affiliates, successors and permitted assigns, from and against any claim, action, demand or proceeding by any third party (collectively "Claims") resulting in direct damages, costs, losses or expenses, including reasonable attorneys' fees and court costs, as well as fines and penalties imposed by any governmental entity (collectively "Losses") to the extent that they result from (a) infringement or misappropriation of a third party's intellectual property rights by the Services, with the exception of the AI Assistant feature. If a court of competent jurisdiction finds that a loss has been caused only in part by RINGO, RINGO's liability hereunder shall be limited to the amount attributable to its fault. Notwithstanding the foregoing, RINGO shall not be liable under this section to the extent that any alleged infringement of intellectual property rights results from (i) the use of RINGO's Services and/or Software in combination with other equipment or software not provided or approved in writing by RINGO, if such loss would have been avoided without such combined use; (ii) a modification of the Service by the Customer or a third party which has not been approved in writing by RINGO or which is not authorized by this Agreement; (iii) the Customer's failure to install software updates provided by RINGO; (iv) the use of the RINGO Services in a manner other than that authorized by this Agreement or (v) the activation or use of the AI Assistant feature. In the event that the Customer's right to continue to use the Services, with the exception of the AI Assistant feature, is likely to be prohibited, RINGO may, at its sole discretion, (A) attempt to obtain the Customer's right to continue to use the Services ; or (B) replace or modify the Services so that they are no longer infringing but operate in a substantially equivalent manner or (C) if neither (A) nor (B) is commercially practicable, RINGO shall have the right to terminate this Agreement and, within thirty (30) days, return to Customer all Confidential Information, and refund to Customer all unearned royalties, if any, for Services not yet performed. THE PROVISIONS OF THIS SECTION CONSTITUTE RINGO'S SOLE, EXCLUSIVE AND ENTIRE LIABILITY TO CUSTOMER, AND CUSTOMER'S SOLE REMEDY, WITH RESPECT TO THE INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.

14.3. The Client will defend, indemnify and hold harmless RINGO and its officers, directors, employees, shareholders, agents, legal representatives, subsidiaries, affiliates, successors and permitted assigns from and against any and all Claims that result in losses to the extent that they arise from a claim that the Client's data infringes or misappropriates the intellectual property rights of a third party.

14.4. The Party seeking indemnification under this Agreement shall: (i) give the Indemnifying Party written notice of the claim, (ii) entrust the Indemnifying Party with the control of the defense and due process of the claim, and (iii) cooperate with the Indemnifying Party in the defense and termination of the claim. The Indemnified Party shall have the right to participate, at its own expense, in any indemnification action or related negotiations through counsel of its choice. Neither Party may consent to the entry of any judgment or the making of any settlement that adversely affects the rights or interests of the other Party without the prior written consent of the other Party, which shall not be unreasonably withheld.

15. RGPD - Commercial prospecting

By entering into the Order Form and the attached T&Cs, the Parties acknowledge that they have read the attached DPA and accept it.

In the course of using the website and providing the Service, RINGO is required to collect and process certain personal data relating to the Client or provided by the Client.

RINGO acts as a data controller within the meaning of the GDPR with regard to the processing of personal data that it carries out in the context of its direct contractual relationship with the Client, and in particular for the collection and processing of data identifying the Client or its employees or agents and useful for the provision and billing of the Service.

RINGO acts as a data processor within the meaning of the RGPD with regard to the processing of personal data that it carries out at the request and on behalf of the Client in the context of the latter's use of the Service.

For more information on the use of personal data, please refer to the RINGO Privacy Policy available at www.modjo.ai/legals/privacy and the applicable DPA.

The Client accepts that RINGO may send them information relating to the operation and development of the Service. The Client agrees that RINGO may send information for promotional purposes, by e-mail or via a newsletter. At any time, the Client may ask RINGO to stop receiving information for promotional purposes. The opt-out request can be made by e-mail or by simply clicking on a link in the message.

The Client authorises RINGO to use its name and/or logo as a commercial reference free of charge for the entire duration of the contract, in particular on www.modjo.ai and on social networks.

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16. Non-disclosure of confidential information

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During the term of this Agreement and for a period of four (4) years after its termination (except for information covered by trade secrets, which shall remain confidential so long as it constitutes trade secrets, and any other legal obligations of confidentiality), each Party (the "Receiving Party") that receives Confidential Information (as defined in Section 2) from the other Party (the "Disclosing Party") agrees not to use it, other than in connection with the provision or receipt of the Services, or disclose it to any person other than officers, employees, contractors or representatives of the Receiving Party who have a need to know for the purposes of this Agreement and who are subject to confidentiality obligations equivalent to those contained in this Agreement ("Representatives"). The Receiving Party agrees to provide the same level of protection to Confidential Information disclosed to it as it provides to its own Confidential Information, at a minimum the Receiving Party agrees to exercise due diligence. Each Party shall be responsible for any breach of these confidentiality and non-use obligations by its Representatives. Notwithstanding the foregoing, each Party may disclose the terms and conditions of this Agreement in connection with the verification requests accompanying a proposed merger, acquisition, financing or securities transaction, provided that the parties receiving such Confidential Information are subject to confidentiality obligations at least as stringent as those set forth herein. At the request of the Disclosing Party, the Receiving Party shall return or destroy, by certifying in writing to the Disclosing Party the destruction, Confidential Information entrusted to it by the Disclosing Party and in its possession or control.

The obligation of confidentiality and non-use does not apply to information (i) that is or becomes publicly known through no fault or participation of the Receiving Party or its representatives in its disclosure (ii) which is already held or known by the Receiving Party prior to its disclosure by the Disclosing Party or which is disclosed to the Receiving Party by a third party to the Disclosing Party and its representatives without any obligation of confidentiality or non-use; (iii) the disclosure of which is required by a judicial, administrative, arbitral or governmental decision or by law; in which case and unless legally prohibited, the Receiving Party shall inform the other Party of such request for disclosure prior to granting it and shall comply with any protective order or other limitation on disclosure obtained by the Disclosing Party; or (iv) that is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

Any use or disclosure of the Disclosing Party's Confidential Information in a manner inconsistent with the terms of this Agreement may cause the Disclosing Party irreparable harm for which the only remedy would be a restraining order. The Parties agree that the Disclosing Party may seek and obtain a restraining order to prevent the breach of the confidentiality obligation.

17. Force majeure

Neither party shall be deemed to be in default in the event of non-performance of its contractual obligations resulting from a case of force majeure as defined by Article 1218 of the French Civil Code.

In the event of force majeure :

- the obligations of the party invoking it shall be suspended without the latter being held liable, even in the event of loss, damage, delay, non-performance or partial performance resulting directly or indirectly from an event of force majeure ;

- each party shall take reasonable steps to minimize disruption caused by force majeure.

If a case of force majeure prevents either party from performing an essential obligation of the contract for a period of more than thirty (30) days, either party may terminate the contract by registered letter, without this termination being subject to compensation for either party.

18. Assignment of the contract

RINGO has the right to assign this contract with the Client, in particular in the event of the sale or transfer of all or part of its business and/or assets.

The Client must obtain RINGO's prior written consent to assign or transfer this contract, including to an entity of the same group.

19. Entire contract - Independence of clauses

This is the entire agreement between the parties and supersedes all prior discussions, negotiations, proposals and agreements between the parties relating to the same subject matter.

If any of the provisions herein are found to be void, invalid or unenforceable, the remaining provisions shall remain valid and unaffected and shall continue to apply in full.

20. Applicable law - Jurisdiction

The contractual relationship between RINGO and the Client is governed by French law.

In the absence of an amicable settlement, any dispute relating to the existence, validity, interpretation, performance and/or termination of the present contract will be submitted to the Commercial Court of Paris, even in the event of summary proceedings, appeal for guarantee or multiple defendants.

21 - Communication between the Parties

Registered letters should be addressed to RINGO at the following address

RINGO / MODJO

Legal & Financial Department

124 Rue Réaumur

75002 Paris

Registered letters must be accompanied by an e-mail to accounting@modjo.ai and dpo@modjo.ai

The Customer's contact e-mail address is the address indicated on the Order Form. It is the Customer's responsibility to notify RINGO if the contact e-mail address changes.

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