GENERAL TERMS AND CONDITIONS OF SALES MODJO

November 2021

1. Introduction


These General Terms and Conditions of Sales (hereinafter “T&C”) are applicable to commercial relations between the company RINGO (trading under the name MODJO), a simplified joint stock company with a capital of 38.627,01 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 Clients (hereinafter the “Client”) who uses the Service


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. In particular, the Client may benefit, at RINGO's discretion, from a free trial period. Such a free trial period shall be expressly provided for and described (in particular as to the free trial duration and the number of users included) in the Order Form or any other document issued by RINGO in this respect. These T&Cs apply and are opposable to the Client during the free trial period, except its Article 8 "Payment and invoicing".


These T&Cs and the Order Form, which you can consult at any time on the website www.modjo.ai, save, print and keep, 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.


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 authorized 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 labeled 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 Services and Software, Your Data, and all information relating to the Disclosing Party’s business plans, marketing plans, customers, technology, employee and organizational information, product designs, product plans and financial information.

The “Order Form” designates the Order form sent by RINGO to the Client and specifying in particular the terms of supply of the Service chosen by the latter and the corresponding price, which must be sent by the Client to RINGO dated and signed.


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 authorized 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 gather recordings, transcribe, analyze 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 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.


RINGO makes reasonable efforts to maintain the maximum availability of the Service; RINGO cannot, however, guarantee that the Service will operate uninterrupted and/or error-free, taking into account in particular, on the one hand, the conditions of its use by the Client and, on the other hand, the technical hazards related to the artificial intelligence and the internet.


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.


4. Subscription conditions


4.1. To subscribe to the Service, the Client must register online to get in touch with the sales department of RINGO and then return the dated and signed Order Form.

The Client declares and guarantees that it has full legal capacity or has the authorization of the person authorized 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 regularization 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 14.

4.2. The Client can create one or more Licenses which are subject to the pricing described in Article 7 of this T&Cs.

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 authorized.

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 unauthorized 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.

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.


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. Technical limitations


The quality of the Service depends on the quality of the User's internet connection over which RINGO has no control. RINGO can in no way be held responsible in the event of a disruption of the Service resulting from a problem with the Internet connection of the Client or the User.


5.3. 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.


The Client understands that RINGO does not record anything itself, but only gathers recordings made by Providers used by the Client and connected to the Service.


In accordance with the applicable laws and regulations, the Client must inform its correspondents of the recording of their telephone 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 and the rights and obligations towards SACEM and/or SCPA.


If the call recording option is activated, recorded calls will be archived; RINGO may under no circumstances be sought for these recordings, their content, their use and/or their archiving.


RINGO guarantees the confidentiality of the files thus archived and undertakes not to disclose them to third parties, except in the event of a request from a legitimate authority.


6. Duration


The Client benefits from the Service by subscribing an offer with a renewable term commitment by tacit agreement, automatically and without any particular formality on each anniversary date, for successive periods of twelve (12) months, where applicable with prepayment, unless terminated as provided for in Article 14.

In the case of a free trial offer granted by RINGO, the Client is only committed as from its written acceptance to continue the use of the Service under the conditions expressly agreed between the Parties (in particular the number of Licenses and the applicable Price Per License).

7. Price


The Price depends on the number of License(s), and on the Price Per License. 

The applicable Price (and Price Per License) is indicated on the Purchase Order signed by the Client.

The addition of any new License(s) during the contract will result in an increase in the Price and will be subject to the commitment period specified in the initial Purchase Order regardless of the remaining period of time until the end of the initial commitment period.

The Price Per License for any new License(s) will be the same as in the initial Purchase Order regardless of the number of License(s) added.

An amendment to the initial Purchase Order will be drafted to frame the applicable Price for the new License(s).

The Price Per License indicated on the Purchase Order cannot be renegotiated before the end of the commitment period.

In the event of an increase in 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 Agreement, 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 full payment of the annual fee indicated in the Order Form.  

Payment can be processed via STRIPE (bank card payment solution), GOCARDLESS (bank transfer payment solution) or direct bank wire transfer on RINGO’s bank account.

When subscribing to the Service, the Client provides its bank details via the aforementioned payment solutions and authorizes RINGO to automatically withdraw from its bank account the sums due in execution of the Service in accordance with these T&Cs and the Order Form.

The Client may benefit, with RINGO's agreement, from a monthly payment. Payment by monthly installment constitutes an optional means of payment; the monthly payment will thus be the subject of an automatic debit on the anniversary date of the subscription of the Service, the Client being 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 14.2.

In the event of the addition of Licenses, the corresponding subscriptions will be prorated until the next anniversary date of the initial subscription.


8.1.2 All fees due and payable by you to RINGO under the Terms 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 Terms are exclusive of taxes, which will be added at the prevailing rate from time to time. When you sign up for a monthly paid plan, you are agreeing to pay and take responsibility for all charges made in accordance with the chosen plan, and your subscription will automatically renew at the end of the subscription term unless you cancel as further set forth herein.


8.1.3 In the event of refusal of payment, the Client will be notified of the failure of the procedure 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 regularized his payment within 1 week after sending this message, without this in any way constituting prejudice to the Client.


The use of the STRIPE and GOCARDLESS payment solutions is subject to their 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 once the annual payment has been duly settled or monthly if the Customer benefits from a monthly payment.

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 or on the website www.modjo.ai 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 authorized to provide the Services; and (iv) it has the authority and right to enter into this Agreement and to observe and perform its respective obligations contained in this Agreement. 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 Service may be temporarily interrupted for maintenance, updates or technical improvements, or to change the content and / or presentation. 

As far as possible, RINGO will inform the Client prior to a maintenance or update operation. 


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 Agreement and to observe and perform its respective obligations contained in this Agreement. 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, 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 UNAUTHORIZED ACCESS RESULTING FROM THE ACTIONS OF CUSTOMER OR ANY THIRD PARTY OTHER THAN RINGO’S REPRESENTATIVES.  THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER THIS AGREEMENT.


11. Changes and updates


RINGO reserves the right to add, modify or remove features from the Service; 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 provided during its registration) and on the website www.modjo.ai.


All changes to these T&Cs will apply to all Clients, including those registered before the change.


It is agreed that the current contractual relations with RINGO will automatically cease if the Client informs RINGO of its refusal to comply with the revised version of the T&Cs; failing this and within eight (8) days from the date of posting of the revised T&Cs, the Client will be deemed to have accepted the terms of the revised T&Cs.


12. Guarantee and continuity of the Service


Incidents relating to the provision of the Service can be reported to RINGO 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. Suspension for default of payment


In the event of rejection of payment by the bank, RINGO will proceed to a second payment attempt at the end of a period of twenty-four (24) hours as from this rejection, and a third attempt, if applicable, after a period of forty-eight (48) hours from the second attempt.


In the event of rejection at the third attempt, RINGO may either immediately suspend or terminate the Service, after having informed the Client by any means (including email).


Accounts suspended by RINGO will not give the right to any reimbursement for the benefit of the Client.


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 deactivation of the Service for the reasons provided for in these T&Cs.


14. Termination


14.1. At the initiative of the Client:


In accordance with the provisions of Article 6, the Contract is concluded for a minimum firm term of twelve (12) months, renewable by tacit agreement for successive identical periods. 


The Client may terminate the contract by giving two (2) months' notice prior to the end of the current subscription to RINGO by email.



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.


The same will apply in the event of termination of the Service at the initiative of RINGO due to an unpaid invoice.


14.2. At the initiative of RINGO:


RINGO may terminate the contract, without reasons, by giving two (2) months' notice prior to the end of the current subscription to the Client by email. 


RINGO reserves the right to block 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.


RINGO will reimburse the Client, if applicable, 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.


15. Intellectual property


15.1. 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 unauthorized 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 return for payment of the Price, the Client is however authorized, under an exclusive, free and unlimited license, to use the results of the use of the Service, and in particular the analyzes and results resulting from the exploitation of the records.


15.2. 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.  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 Agreement; (iii) Client’s failure to install any software updates provided by RINGO; or (iv) use of the RINGO Services other than in the manner permitted or authorized under this Agreement. In the event that Client’s right to continue using the Services 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 Agreement and, within thirty (30) days,  o 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.

15.3. 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) a claim that the Client’s Data infringes upon or misappropriates a third party’s intellectual property rights.

15.4. The Party seeking indemnification under this Agreement will: (i) give the indemnifying Party prompt written notice of the Claim, (ii) tender to the indemnifying Party control of the defense 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 judgment 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. 


16. GDPR - Promotional communications


In the context of the use of the site and the provision of the Service, Modjo 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, where applicable, 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 authorizes 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


17. Non-disclosure of Confidential Information


During the duration of this Agreement 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 Agreement and who are subject to confidentiality obligations no less stringent than the terms of this Agreement (“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 Agreement 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 Agreement.  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 Agreement 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.


18. 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.


19. 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.


20. 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.


21. 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.

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