GENERAL TERMS AND CONDITIONS

1. Introduction

These General Terms and Conditions (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 34.940,52 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 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 to administer and manage a User Account and to commit the Client, in particular financially.

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, client’s Data, and all information relating to the Disclosing Party’s business plans, marketing plans, customers, technology, employee and organisational information, product designs, product plans, financial information and our client’s client 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.

The artificial intelligence features include 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, AI Call Scoring feature which automatically checks which tasks of the (sales’s or other) methodology were applied or not within a record, AI CRM Filling feature, which automatically fills in information in the CRM, Ask Anything feature, which lets you ask any question about a deal, Deal Summary feature, which summarizes the deal by aggregating all the data, and Objections feature, which allows you to track all the objections to a deal.

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 Subscription to the Service

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”) and undertakes in particular for the number of Licences indicated on the said Order Form. The Customer therefore expressly acknowledges that it may not reduce the number of Licences during the commitment period.

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, delegation, etc.) and declares that it is aware of the possible impacts that may result from the use of artificial intelligence.

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. Administrator profile

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 and will be renewed in the same way as the Licences initially ordered in the event of renewal of the Contract.

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.).

To access and use the Service, the User has personal and secure identifiers corresponding to his/her e-mail address combined with a password that he/she chooses. The use of a User Account is purely personal. Each User may only use their own account. Sharing, pooled use and disclosure of the User Account password are prohibited.

RINGO recommends that the Client ensures that Administrators‘ and Users’ passwords are changed regularly.

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

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

4.3. Modification of information

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. 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.

6. Duration

The Client is committed as soon as the Purchase Order is signed and 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 prices indicated in these T&Cs  are in euros and exclusive of tax or VAT.

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, guidance 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.

If an exceptional discount was applied at the time of your initial purchase, the discount will not be renewed when your subscription is automatically renewed.

8. Payment and invoicing

8.1. Invoices

Invoices are issued at the beginning of each subscription period.

If new licences are added, an invoice is sent to the Client immediately or the additional price is added directly to the next invoice.

Payment is due on receipt of the invoice.

Invoicing is based on data systematically recorded by RINGO. This data constitutes proof of 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 non-payment by the Client.

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

8.2. Means of payment

The Service is provided to the Client in return for payment of the Price indicated in the Order Form.

Payment may be processed via GOCARDLESS (direct debit payment solution) or by direct bank transfer to RINGO's bank account.

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

In the case of payment by bank transfer, 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.

The Client is obliged to pay Ringo the full price. 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.

The sums collected by RINGO are irretrievably acquired. They may not be refunded, except in the circumstances described in article 13.2.

If new licences are added, the corresponding price will be calculated on a pro rata basis for the time remaining until the next annual invoice is issued. A specific invoice will be issued to take account of the licences added and the corresponding pro-rated price. Thereafter, the price of the added licences will be included in subsequent annual invoices.

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 interest rate applicable is the semi-annual key rate of the European Central Bank in force on 1st January or 1st July of the current year, increased by 10 points, without this rate being less than three times the legal interest rate.

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

8.4. Default of payment

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 prejudice to the Client.

Accounts suspended by RINGO do not entitle the Client to any refund. Suspended accounts remain billed to the Client for the remainder of the commitment period. 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 non-payment.

The Service may be reinstated, at RINGO's discretion, once 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.

8.5.  Dispute

In the event of a dispute regarding 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. If the disputed invoice is reduced, RINGO will issue a credit note to the Client which will be deducted from the next invoice after agreement between the parties.

9. Warranty and liability

9.1. RINGO's liability and 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.

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.

9.2 The Client’s liability and guarantee

The Client, on its own behalf and that of its Users :

• is solely responsible for the Client Data and assumes full responsibility for the nature, content, quality, accuracy, reliability, integrity, relevance and legality of the Customer Data;
• undertakes not to attempt to obtain unauthorised access to the Solution;
• undertakes not to send or store via or through the Solution any data of a non-professional nature and, more generally, any data of an illicit, obscene or diamatory nature or any data that is illegal or in breach of the rights of a third party, the protection of minors or privacy;
• ensure that no person other than Users has access to the Solution. In the event that it becomes aware that another person is accessing it, the Client will inform RINGO in writing without delay of this incident;
• take the necessary steps to ensure that all Users accessing the Solution read the T&Cs before accessing the Solution and comply with the obligations arising therefrom;

The Client is responsible for the safekeeping, confidentiality and use of the identification details enabling access to the Service and User Accounts. The Client is responsible for any use of the Service made from 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 Administrators‘ and Users’ passwords are changed regularly.

Finally, the Client acknowledges that it is solely responsible for any damage that may result from the use of the Service using the login details of its Users, Administrators or associated accounts.

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.

9.3. Limitation of liability

In no event shall either party be liable hereunder for any indirect, incidental, special, consequential, exemplary or punitive damages, including but not limited to any loss of sales, profits, data, goodwill, business opportunities or business interruption, arising out of the use of or inability to access the service, including the artificial intelligence functionalities, even if the relevant party had been advised or should have been advised of the possibility of such damages.

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

With the exception of the respective confidentiality and indemnity obligations, the aggregate liability of either Party for all claims relating to the Services or in connection with this Agreement, regardless of the theory of damages, shall not exceed the total amount paid or due by the Client to RINGO in respect of the order giving rise to the claim, during the twelve (12) months prior to the occurrence of the claim.

RINGO shall not be liable for damages arising from unauthorized access to the Services where such access results from a breach or action of the Client or any third party other than authorized representatives of RINGO. Nothing herein shall limit or exclude the Client’s payment obligations.

10. Changes and updates

10.1. Modifications to the Service

RINGO reserves the right to add, modify or remove features from the Service, including the artificial intelligence features, 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.

10.2. Modification of the Terms and Conditions

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, fifteen (15) 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 fifteen (15) 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.

11. 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.

12. Termination

12.1. 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, the Client remains liable for the full Price.

12.2. 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, 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.

12.3 Effects of termination

A request for termination of the Agreement entails (i) at the end of the commitment period during which the termination request is made, the cessation of billing to the Client (ii) as from the 30th day following termination: the cessation of access to the Solution and (iii) the deletion of the Client Data as indicated in the DPA. The rights and obligations of the Parties which, by their nature, survive termination of the Agreement shall remain in full force and effect after termination.

13. Intellectual property - Indemnification

13.1. Intellectual property rights in the Solution and Deliverables

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.

The Solution is an intellectual work within the meaning of the French Intellectual Property Code.

The Client acquires no right of ownership or title of any kind whatsoever over the Solution, with the exception of the Right of Use.

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 undertakes to protect the Client from any infringement of intellectual property rights, in particular by its subcontractors, and to ensure that the Client remains the sole owner of its Deliverables.

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.

13.2. Indemnification of the Client in the event of infringement of third party rights

RINGO will defend, indemnify and hold harmless the 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 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 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. 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 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.

13.3. The Client's liability in the event of infringement of the intellectual property rights of third parties

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.

13.4. Implementation of indemnification obligations

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.

14. 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.

15. 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. The Parties agree that the Disclosing Party may seek and obtain a restraining order to prevent the breach of the confidentiality obligation, without limiting the Disclosing Party's ability to seek damages.  

16. 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.

17. 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.

18. 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.

19. 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.

20. Communication between the Parties

Registered letters must be sent to RINGO at the following address:

RINGO / MODJO

Legal & Financial Department

86-90 Rue Notre Dame de Nazareth

75003 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.

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