TERMS AND CONDITIONS - Previous version
This is an archived page of our April 2024 terms and conditions which are replaced from October 11, 2024.
1. Introduction
These General Terms and Conditions of Sales Modjo (hereinafter “T&Cs”) are applicable to commercial relations between the company RINGO (trading under the name MODJO), a simplified joint stock company with a capital of 38.666, 31 euros registered in the trade and companies register of Nanterre under number 879 606 283, and whose registered office is located at 59, avenue Sainte-Foy - 92200 Neuilly-sur-Seine, France (hereinafter “RINGO”) and each of its Client as identified in the Order Form (hereinafter the “Client”).
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 and complete acceptance of these T&Cs and of the Modjo Data Processing Agreement (“DPA”).
These T&Cs and the Order Form prevail over all other clauses appearing in any other contract or document, except prior written consent of RINGO. If such or such a clause of the T&Cs becomes inapplicable for any reason whatsoever, this clause will be modified to the strict minimum to become applicable. These T&Cs and the DPA are available at any time on the website www.modjo.ai. They can be saved, printed and kept.
RINGO can be contacted for any questions or requests by using the contact forms made available on its website or by mail at the following address: RINGO - 59 avenue Sainte-Foy 92200 Neuilly-sur-Seine, France.
2. Definitions
The “Administrator” means any professional aged at least 18 years authorised by the Client or another Administrator to administer and manage a User Account.
The “Client” means the legal person who subscribes to the Service offered by RINGO and is represented by a natural person having the power to contractually bind said legal person. The Client has the option of activating accounts for the benefit of several Users and of appointing one or more Administrators, for which the Client is and remains responsible.
“Confidential Information” means all information, material and data of the Disclosing Party which (i) is labelled or designated in writing as confidential or proprietary, (ii) the Receiving Party is advised is proprietary or confidential, or (iii) in view of the nature of such information and/or the circumstances of its disclosure, the Receiving Party knows or reasonably should know is confidential or proprietary. Confidential Information includes, without limitation, the terms and conditions of this Agreement, the price per licence granted to the Client under this Contract the Services and Software, Your Data, and all information relating to the Disclosing Party’s business plans, marketing plans, customers, technology, employee and organisational information, product designs, product plans and financial information.
"Licence" means a licence to record, to import and listen to recordings on the Modjo platform.
"Listening Licence" means a licence that does not permit the recording or the import of recordings onto the Modjo Platform. A Listening Licence allows one to connect to the Modjo Platform to listen recordings made by Users who have a Licence.
The “Contract” or “contract” means the present Terms and Conditions as well as any appendices and amendments, the DPA and any relevant Order Form.
The “Order Form” means the Order form sent by RINGO to the Client and specifying in particular the price per licence and the terms of supply of the Service, which must be sent by the Client to RINGO dated and signed.
The “Price per Licence” means the price agreed to by RINGO and the Client for the provision of a Licence in the Order Form.
The “Service” means all the services offered by RINGO and made available on the modjo.ai and app.modjo.ai websites, and in particular the Modjo commercial conversational analysis platform.
The “User Account” means the account created by the Client and assigned to the User for the use of the Service.
The “User” means any professional aged at least 18 years authorised to use the Service by the Client or a Client’s Administrator. The use of the Service by the User is carried out under the sole responsibility of the Client.
3. Description of the Service
Modjo is a commercial conversational intelligence platform that allows you to record, to gather recordings, transcribe, analyse and share audio and video calls and online demonstrations from a sales team or other (support, technical, etc.), as well as all other information you provide (comments, etc.) on the said platform. A presentation of the Service and its functionalities is available on the website https://www.modjo.ai.
RINGO grants the Client, in return for full acceptance of these T&Cs and payment of the Price, the right and permission to use the Service in accordance with the terms and for the number of licences and the period provided for in the Order Form.
As part of the use of the Service, RINGO grants the Client access to the Service including the designation, addition or deletion of User Accounts or Administrators, and the possibility of configuring certain functionalities of the Service.
4. Subscription conditions
4.1 To subscribe to the Service, the Client must return the dated and signed Order Form. By signing the Order Form, the Client also signs and agrees to these T&Cs and to the Modjo Data Processing Agreement (“DPA”).
The Client declares and guarantees that it has full legal capacity or has the authorization of the person authorised to engage the Client; it undertakes to justify its legal identity and capacity to act and to represent the Client at RINGO’s first request, by producing supporting documents (such as k-bis extract, identity document, credentials, etc.).
The activation of the Client's account is at RINGO’s discretion, which notably reserves the right not to activate the Client's Account, for example in the event of doubt as to the identity or the capacity to commit the Client, inaccurate statements, refusal to provide the requested documents.
In the event of inaccurate statements by the Client during registration, and in the absence of regularisation within 8 (eight) days after notification by any means (including email) from RINGO, the latter may automatically terminate the Client's Account and the User/Administrator’s Account(s) opened by the latter and thus put a definitive end to the provision of the Service, as defined by Article 13.
4.2. The Administrator can create one or more licences which are subject to the pricing described in Article 7 of this T&Cs.
The Client acknowledges and agrees that the Administrator may at any time add more licences than the number agreed with Ringo in the Order Form. The added licences are subject to the pricing described in Article 7 of this T&Cs.
The Client declares and guarantees that the Administrator has full legal capacity or has the authorization of the person authorised to engage the Client; it undertakes to justify its legal identity and capacity to act and to represent the Client at RINGO’s first request, by producing supporting documents (such as k-bis extract, identity document, credentials, etc.).
The User must enter a personal and secure email and password, which constitute his identifiers allowing his access and use of the Service.
The User Account of each User can only be used by that User. Sharing and mutualized use of the User Account are not authorised.
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 conservation, confidentiality and use of the identification elements allowing access to the Service and to the User Accounts, and will be liable for any use of the Service made with these identifiers for which it is presumed to be responsible. 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 change passwords regularly.
If the Client has reason to believe that an unauthorised person is using its identification elements or accounts, it must immediately inform RINGO in order to obtain new codes, knowing that RINGO cannot be held responsible in the event of disclosure to third parties of this data 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 its account or User Accounts
4.3. The Client may at any time modify online its information and the parameters of its account and User Accounts.
The Client guarantees that the data it communicates is accurate and conforms to reality. It undertakes to update such data regularly and to inform RINGO without delay in the event of any modification of the data communicated during its registration and, if necessary, to carry out such modifications.
4.4 The Administrator may enable and disable the AI Assistant functionality.
Client acknowledges and agrees that the Administrator may at any time activate or deactivate the AI Assistant functionality.
The Client declares and warrants that the Administrator has full legal capacity or has the authorization of the person authorised to engage the Client to activate and deactivate the AI Assistant functionality; he undertakes to justify his identity and his capacity to act and to represent the Client at the first request of RINGO, by producing supporting documents (such as a k-bis excerpt, identity document, accreditations, etc.).
5. Use of the Service - Recording function
5.1. General principles
The use of the Service and of 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 applicable regulations.
The Client and the Users undertake not to use any devices or software for the purpose of disrupting or attempting to disrupt the proper functioning of the Service, in particular by imposing a disproportionate load on the servers and infrastructures of RINGO. 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 the responsibility of RINGO is sought due to a breach by the Client of its legal obligations or under these T&Cs, the Client undertakes to guarantee RINGO against any claim or conviction pronounced against it and to cover in particular all legal costs, indemnities and attorney's 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 is sole responsible for said recordings, the conditions of their capture, their content and their use.
Client understands that when using Google Meet and Microsoft Teams and having enabled the recording functionality via the bot, the recording is performed via the sub-processor Recall. In other cases, recordings are made by VoIP (Voice over Internet Protocol) and video conferencing apps used by the Client and connected to the Service. RINGO 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 conversation and of the fact that they can at any time object to such recording. The Client is also responsible for the processing of personal data related to said records and will be responsible for their compliance with the GDPR, data protection and labour regulations and 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 the files thus recorded or archived and undertakes not to disclose them to third parties, except in the event of a request from 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 this feature is done on a case-by-case basis for each recording. Only when this functionality is activated by the User will the subsequent subprocessor dedicated to this functionality and identified within the DPAs process the data related to the recordings.
5.4 AI Assistant feature
The Administrator must activate the AI Assistant feature in order to take advantage of it. Only when this feature is enabled the subprocessor OpenAI will process the data.
The AI Assistant feature is optional. It is the Client's choice whether or not to subscribe to this feature and the Client is solely responsible for its use and consequences.
The AI Assistant feature includes AI Summary feature which automatically generates intelligent summaries of the Client's records and exchanges stored on the Modjo platform , AI Chapters feature which automatically segment Client's records into chapters, and AI Call Scoring feature which automatically checks which tasks of the (sales’s or other) methodology were applied or not within a record.
When enabled by the Administrator, AI Assistant applies to all records on the Modjo platform. For AI Call Scoring the Administrator or a manager must also choose which team to apply it to, and for which type of records.
6. Duration
The Client subscribes to the Service for the commitment period indicated in the Order Form. At the end of its term, the Contract is tacitly renewable for successive periods equivalent to the commitment period indicated in the Purchase Order.
The initial commitment period begins on the Service Start Date indicated 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 receipt sent at least one (1) month before the end of the commitment period.
7. Price
The Price depends on the number of License(s), on the Price Per License and the commitment period.
The Price per Licence and the initial applicable Price are indicated on the Order Form signed by the Client. The prices communicated in the Order Form include any discounts, rebates and refunds that RINGO may grant the Client.
Commissioning, coaching and support costs are included.
The Client agrees and acknowledges that the addition of any new License(s) during the contract will result in an increase in the initial applicable Price and will be subject to the remaining period of time until the end of the current commitment period.
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 initial Order Form regardless of the number of License(s) added.
According to the article 4 of these T&Cs, the Client agrees and acknowledges that the Administrator may add more licences directly from his Administrator account without the need to amend the Order Form.
The Price Per License 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, these will be communicated to the Client at least two (2) months before the automatic renewal of the Contract, by a message sent to its contact e-mail address. The non-termination of the Service and its automatic renewal will constitute for the Client an acceptance of the new prices.
8. Payment and invoicing
8.1. Payment means
8.1.1 The Service is provided to the Client in consideration of the payment of the annual or monthly fee as indicated in the Order Form.
Payment can be processed via GOCARDLESS (bank transfer payment solution) or direct bank wire transfer on RINGO’s bank account.
When the Client benefits from an annual payment, the Client transfers the annual fee to RINGO’s bank account according to the bank details included in the invoice sent to the Client.
When the Client benefits from a monthly payment, the monthly fees are subject to an automatic debit on the date of the monthly invoice. The Client is required to pay Ringo the full price.
The sums received by RINGO are irretrievably acquired. They cannot be refunded, except under circumstances described in Article 13.2.
In the event of the addition of licences, the corresponding price will be prorated until the next annual or monthly invoice. A specific invoice will be issued to take into account the added licences. Then, the price due to the added licences will be incorporated into the following annual or monthly invoices.
8.1.2 All fees due and payable by the Client to RINGO under the Contract must be paid in full without any deduction, set-off, counterclaim or withholding of any kind unless required by law. All fees due and payable under the Contractare exclusive of taxes, which will be added at the prevailing rate from time to time. When the Client signs up for a monthly paid plan, the Client agrees to pay and take responsibility for all charges made in accordance with the chosen plan.
8.1.3 In the event of refusal of payment, rejection of payment or of non payment of the due fees, the Client will be notified of that lack of 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 has not regularised his payment within two (2)weeks after sending this message, without this in any way constituting prejudice to the Client.
Accounts suspended by RINGO will not give the right to any reimbursement for the benefit of the Client. The Client will still be charged for the accounts suspended during the rest of the commitment period.
The Service may be restored, at RINGO’s discretion, when the Client has paid all of the pending invoices.
It is expressly indicated that unpaid invoices remain due and that RINGO reserves the right to proceed with the forced recovery of its 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 GOCARDLESS payment solution is subject to its own conditions of use, as well as to French regulations on the fight against money laundering and the financing of terrorism. The Client is informed and accepts that the information and data relating to the transaction carried out via these payment solutions can be transmitted to the competent authorities.
8.2. Invoices
Invoices are issued at the beginning of each payment period (annually, or monthly if the Client benefits from a monthly payment).
In the event of the addition of licences, an invoice is immediately sent to the Client.
Payment is due upon reception of the invoice.
Invoicing is carried out according to the data systematically recorded by RINGO. This data is proof of the use of the Service by the Client, 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 following an unpaid amount by the Client.
RINGO keeps the information concerning invoicing available to the Client by sending a written notification.
8.3. Late payment
In the event of late payment of one or more invoices, the Client will be liable for late payment penalties without a reminder being necessary.
The interest rate applicable in this case will be the half-yearly key rate of the European Central Bank in force on January 1 or July 1, increased by 10 points, without this rate being less than three times the legal interest rate.
A flat-rate compensation of € 40 will also be due for recovery costs, it being specified that RINGO reserves the right to claim additional compensation in the event of recourse to a professional responsible for reminders, formal notices and, in general, for recovery of its invoices.
8.4. Dispute
In the event of a dispute regarding the sums invoiced by RINGO for the use of the Service, the Client must notify by registered letter with acknowledgment 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 an outcome. In the event of a reduction in the contested invoice, RINGO will issue a credit note for the benefit of the Client which will be deducted from the following invoice after agreement between the parties.
9. Taxes
All prices indicated in these T&Cs are in Euros and without taxes or VAT.
10. Guarantee and liability
10.1. Guarantee
RINGO warrants that: (i) it will perform the Services in conformity in all material respects with the DPA signed with the Client, (ii) it will provide the Services in a professional manner, consistent with recognized industry standards and good commercial practices ; (iii) it will comply with all applicable law, and be duly licensed and otherwise authorised to provide the Services; and (iv) it has the authority and right to enter into this Contract and to observe and perform its respective obligations contained in this Contract. RINGO is bound by an obligation of means with regard to the provision of the Service; RINGO does not in particular guarantee that the Service and its results correspond to the Client's needs.
RINGO may not, under any circumstances, be held liable in the event of indirect damage, in particular in the event of loss of time, turnover, loss or alteration of data on the part of the Client, related to the use of the Service or a malfunction thereof.
The Client renounces to seek the responsibility of RINGO for the functioning and the exploitation of the Service and in particular in the event of momentary interruptions of the Service for the update of certain files, operational difficulties or momentary interruption of the independent Service.
The Client understands and hereby acknowledges that any material information or data downloaded or in any case obtained by using the Service are at its own risk and that it is solely responsible for any damage to its computer system or a loss of data resulting from such a problem. No information or advice, whether oral or written, obtained by the Client from RINGO or its team will create any additional guarantee.
The Client warrants that: (i) it will comply with all applicable law; and (ii) it has the authority and right to enter into this Contract and to observe and perform its respective obligations contained in this Contract. The Client hereby expressly acknowledges that it uses the Service at its own risk and that it is aware of the characteristics and functioning of the Internet network, as well as the limitations inherent to it.
WITH THE EXCEPTION OF THOSE EXPRESS WARRANTIES MADE IN THIS SECTION 10.1, TO THE MAXIMUM EXTENT PERMITTED BY LAW, RINGO DISCLAIMS ALL WARRANTIES WHETHER EXPRESS, IMPLIED OR STATUTORY.
10.2. Limitation of liability
IN NO EVENT WILL EITHER PARTY BE LIABLE HEREUNDER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST PROFITS, LOST SALES OR ANTICIPATED ORDERS, OR DAMAGES FOR LOSS OF GOODWILL, EVEN IF A PARTY WAS INFORMED OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS.
Under no circumstances can RINGO, its suppliers, employees or subcontractors be held responsible for an indirect incident, specific or consequential damage resulting from improper use or inexperience in using the Service or its results.
EXCEPT FOR A PARTY’S RESPECTIVE CONFIDENTIALITY OBLIGATIONS, AND INDEMNIFICATION OBLIGATIONS, THE AGGREGATE LIABILITY OF EITHER PARTY FOR ALL CLAIMS RELATING TO THE SERVICES OR CONNECTED WITH THIS AGREEMENT, EXCEPT FOR THOSE RELATED TO THE ACTIVATION AND USE OF THE AI ASSISTANT FEATURE, REGARDLESS OF THE DAMAGES THEORY, WILL NOT EXCEED THE FEES PAID OR OWING TO RINGO UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM AROSE. RINGO WILL NOT BE LIABLE FOR ANY DAMAGES INCURRED BY CUSTOMER TO THE EXTENT ARISING FROM ANY UNAUTHORISED ACCESS RESULTING FROM THE ACTIONS OF THE CLIENT OR ANY THIRD PARTY OTHER THAN RINGO’S REPRESENTATIVES. THE FOREGOING SHALL NOT LIMIT THE CLIENT’S PAYMENT OBLIGATIONS UNDER THIS CONTRACT.
In no event shall RINGO and its employees be liable to Customer or any third party for any indirect, special, incidental, exemplary, punitive or consequential damages, or for loss of revenue, profits, data, technology or goodwill, or for interruption of 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 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 owed to RINGO under this Agreement during the month prior to the date of the occurrence of the claim.
11. Changes and updates
RINGO reserves the right to add, modify or remove features from the Service,including the AI Assitant feature, RINGO may also make any corrections it deems necessary for the Service.
The User must always use the latest version of the Service and cannot request access to previous versions.
RINGO reserves the right to change the method of use and these T&Cs at any time. The Client is informed of these changes by email (sent to the email address of the Administrator) or on the website www.modjo.ai or on Modjo commercial conversational analysis platform, as decided by RINGO on its sole discretion.
All changes to these T&Cs will apply to the Client, even if it has registered before the change, eight (8) days after the information has been given to them. In the event the updated T&Cs would be of material detriment to the Client and the change is not required by applicable laws, regulations, directive, guidance or decision of an european data protection authority or a court order, the Client informs RINGO of the Client’s objection and its reason within eight (8) days of the information. If the Parties cannot reach an agreement within thirty (30) days following the receipt of the Client’s objection, the Client may terminate the Service affected by the change without penalty by written notice to RINGO. Any use of the Service after the information of the Client will be deemed as the Client’s acceptance of the updated T&Cs.
12. Continuity of the Service
The Service may be temporarily interrupted for maintenance, updates or technical improvements, or to change the content and / or presentation. RINGO will endeavour to inform the Client by providing advance notice prior to a maintenance or update operation where practicable. RINGO maintains the Service and makes its best technical efforts to schedule the downtime of the system necessary for proper operation during off-peak hours and to avoid Service interruptions and delays. The Service is designed to be available with minimal disruptions outside of regularly scheduled maintenance times.
RINGO makes reasonable efforts to maintain the maximum availability and quality of the Service; RINGO cannot, however, guarantee that the Service will operate uninterrupted and/or error-free.
The availability and quality of the Service depend on the quality of the Client and User's internet connection, the availability of an adequate power supply and the use of correct equipment configuration, over which RINGO has no control.
The Client acknowledges and agrees that several factors outside of RINGO’s control may impact the quality of the recorded calls and the Service including the Client’s local network, public internet lines, the public switched telephone network, the Client’s internet service provider, the Client’s VoIP and video conference apps and softwares, and local network hardware. RINGO can in no way be held responsible and will not be liable in the event of a disruption, interruption or delay of the Service caused by any failure in any of these items or any other item overwhich RINGO has no control. RINGO can in no way be held responsible and will not be liable for the quality of the recorded calls.
The Client can report to RINGO an incident relating to the provision of the Service by email to: support@modjo.ai.
RINGO undertakes to do everything possible, with the possible assistance of the Client to deal with the incident as soon as possible.
13. Termination
13.1. At the initiative of the Client:
In accordance with the provisions of Article 6, the Client may terminate the contract, without reasons, by giving one (1) month notice prior to the end of the commitment period.
In the event of early termination not in accordance with these T&Cs, if the Client benefits from a monthly payment, the Client will owe early termination indemnities to RINGO, the amount of which will be 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 has an annual payment, the Client remains liable for the full Price.
13.2. At the initiative of RINGO:
In accordance with the provisions of Article 6, RINGO may terminate the contract, without reasons, by giving one(1) month notice prior to the end of the commitment period.
In accordance with the provisions of Article 8, RINGO may terminate the contract, if the Client does not comply with its payment obligations. In that case, if the Client benefits from a monthly payment, the Client will owe early termination indemnities to RINGO, the amount of which will be 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 does not comply with these T&Cs or that it is using the Service in a manner detrimental to it or to third parties. In that case, RINGO will reimburse the Client for the price of the subscription already paid in proportion to the remaining period, without any other compensation or repair of any kind for the benefit of the Client.
14. Intellectual property - Indemnification
14.1. These T&Cs and the use of the Service do not imply any assignment or transfer to the benefit of the Client of the intellectual property rights of RINGO on the Service and, more generally, on all the elements and content constituting Modjo.
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 RINGO’s authorization would constitute an act of infringement and be prosecuted before the civil or criminal courts.
In consideration of the price, the Client is the exclusive owner of all the 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 transfers to the Client all intellectual property rights relating to the Deliverables. This transfer is exclusive, irrevocable, worldwide and final.
When the Deliverables are used by the Client, the Client agrees to mention the name of RINGO as the Service Provider who supplied the Deliverable.
14.2. RINGO will defend, indemnify and hold harmless Client 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 a third party (collectively “Claims”) resulting in liability, direct damages, cost, loss or expense, including court costs and reasonable attorney’s fees, and fines and penalties imposed by any governmental entity (collectively “Losses”) to the extent they result from (a) infringement or misappropriation of a third party’s intellectual property rights by the Services, except for the AI Assistant feature. If a Loss is found by a court of competent jurisdiction to have been caused only in part by RINGO, then its liability hereunder will be only such amount as is attributable to its fault. Notwithstanding the foregoing, RINGO shall have no liability under this section to the extent that an alleged infringement of intellectual property rights arises from (i) use of the RINGO Services and/or Software in combination with other equipment or software not provided or approved by RINGO in writing, if such claim would have been avoided but for such combined use; (ii) any modification to the Service made by the Client or any other third party not approved by RINGO in writing or permitted under this Contract; (iii) Client’s failure to install any software updates provided by RINGO; (iv) use of the RINGO Services other than in the manner permitted or authorised under this Contract or (v) the activation or use of the AI Assistant feature. In the event that Client’s right to continue using the Services, except for the AI Assistant feature, are likely to be enjoined in RINGO’s sole discretion RINGO may (A) attempt to obtain the right for the Client to continue to use the Services a; or (B) replace or modify the Services so that they no longer infringe but function substantially equivalently or (C) if neither (A) or (B) is commercially practicable, RINGO shall have the right to terminate this Contract and, within thirty (30) days, return all Confidential Information and Data to the Client, and refund to the Client all unearned fees , if any, for any Services not yet performed. THE PROVISIONS OF THIS SECTION STATE THE SOLE, EXCLUSIVE, AND ENTIRE LIABILITY OF RINGO TO THE CLIENT, AND THE CLIENT’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 any Claims resulting in Losses to the extent they result from a claim that the Client’s Data infringes upon or misappropriates a third party’s intellectual property rights.
14.4. The Party seeking indemnification under this Contract will: (i) give the indemnifying Party prompt written notice of the Claim, (ii) tender to the indemnifying Party control of the defence and settlement of the Claim, and (iii) cooperate with the indemnifying Party in defending or settling the Claim. The indemnified Party will have the right to participate at its own expense in any indemnification action or related settlement negotiations using counsel of its own choice. Neither Party may consent to the entry of any judgement or enter into any settlement that adversely affects the rights or interests of the other Party without that Party’s prior written consent, which may not be unreasonably withheld.
15. GDPR - Promotional communications
By entering into the Order Form and these attached T&Cs, the Parties also agree and acknowledge to agree and enter into the attached Modjo Data Processing Agreement (“DPA”).
In the context of the use of the site and the provision of the Service, RINGO is required to collect and process certain personal data relating to the Client or provided by the Client.
RINGO acts as data controller within the meaning of the GDPR with regard to the processing of personal data carried out by it 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 providing and invoicing of the Service.
RINGO acts as a data processor within the meaning of the GDPR with regard to the processing of personal data carried out by it at the request and on behalf of the Client as part of the latter's use of the Service.
For more information on the use of personal data, please refer to RINGO's Privacy Policy made available on www.modjo.ai/legals/privacy and to the applicable DPA.
The Client accepts that RINGO can send to the Client information related to operations and developments of the Service. The Client accepts that RINGO can send information for promotional purposes, by emails or via a newsletter. At any time, the Client may ask RINGO to no longer receive information for promotional purposes. The withdrawal request can be made by email or by simply clicking on a link contained in the message.
The Client authorises RINGO to use its name and/or logo free of charge as a commercial reference throughout the duration of the contract, in particular on www.modjo.ai and on social networks.
16. Non-disclosure of Confidential Information
During the duration of this Contract and for a period of four (4) years after its termination (except for trade secrets, which shall be held in confidence for so long as they constitute trade secrets, and confidentiality obligations as required by applicable law), each Party (the “Receiving Party”) that receives Confidential Information (as defined in Article 2) of the other Party (the "Disclosing Party") will not use, other than in connection with the provision or receipt of the Services, or disclose to anyone, other than officers, employees, contractors, or representatives of the Receiving Party with a need to know for purposes of this Contract and who are subject to confidentiality obligations no less stringent than the terms of this Contract(“Representatives”), any Confidential Information disclosed to the Receiving Party by or on behalf of the Disclosing Party. The Receiving Party will safeguard disclosure of such Confidential Information to the same extent that Receiving Party safeguards its own Confidential Information of a similar nature, but in any case will at a minimum use reasonable care. Each Party shall be responsible for any breach of its confidentiality and non-use obligations by its Representatives. Notwithstanding the foregoing, either Party may disclose the terms and conditions of this Contract pursuant to the due diligence requests of a proposed merger, acquisition, financing or securities transaction so long as such parties receiving such Confidential Information are subject to confidentiality obligations no less stringent than the terms of this Contract. Upon request of the Disclosing Party, the Receiving Party will promptly return to the Disclosing Party or destroy, certifying in writing to the Disclosing Party the destruction of such Confidential Information, the Disclosing Party’s Confidential Information in its possession or under its control.
These confidentiality obligations will not apply to any information which (i) is or becomes publicly known without any fault of or participation by the Receiving Party or its Representatives; (ii) was in Receiving Party's possession prior to the time it was received from Disclosing Party or came into Receiving Party's possession thereafter, in each case lawfully obtained from a source other than Disclosing Party or its Representatives and not subject to any obligation of confidentiality or restriction on use; (iii) is required to be disclosed by judicial, arbitral or governmental order or process or operation of law, in which event the Receiving Party will, unless prohibited by law, notify the Disclosing Party of the requirement of disclosure before making such disclosure and will comply with any protective order or other limitation on disclosure obtained by the Disclosing Party; or (iv) 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 provisions of this Contract may cause the Disclosing Party irreparable damage for which remedies other than injunctive relief may be inadequate, and both parties agree that the Disclosing Party may request injunctive or other equitable relief seeking to restrain such use or disclosure.
17. Force majeure
RINGO and the Client will not be deemed to be in default in cases where the non-performance of their contractual obligations results from a case of force majeure (act of God) as defined by Article 1218 of the French civil code.
In the event of an event of force majeure:
- the obligations of the Party invoking them are suspended without the latter's liability being sought, even in the event of loss, damage, delay, non-performance or partial performance resulting directly or indirectly from force majeure event;
- each party takes reasonable measures to minimize disruption caused by force majeure.
If a case of force majeure prevents one or the parties from performing an essential obligation under the contract for a period of more than thirty (30) days, each of the parties may automatically terminate the contract by recorded delivery, without compensation to the benefit of either party.
18. Assignment of contract
RINGO has the right to assign this contract concluded with the Client, in particular in the event of assignment or transfer of all or part of its activity and/or its assets.
The Client must obtain the prior written consent of RINGO in order to be able to assign or transfer this contract, including intra-group.
19. Entire contract - Independence of clauses
These T&Cs constitute the entire agreement between the parties and replace or cancel all previous discussions, negotiations, proposals and agreements between the parties relating to the same subject.
If one of the stipulations of these T&Cs prove to be null, invalid or not applicable, the other stipulations will remain valid and unchanged and will continue to apply in full.
20. Applicable law - Dispute
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, execution and/or termination of these T&CS will be submitted to the Paris Commercial Court, even in the event of summary proceedings, appeal as a guarantee or a plurality of defendants.
21.Communication between the Parties
Registered letters must be sent 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 the following addresses: accounting@modjo.ai and dpo@modjo.ai
The Client's contact email address is the one indicated in the Order Form. It is the Client's responsibility to notify RINGO if the contact email address changes.
