General conditions of use

The General Conditions define the terms of access and use by the Customer of the Roomee Software offered by Roomee SAS (hereinafter the “Software”) for a Trial Period or the subscription to offers as described on the site https://roomee.io/.

The Customer wishes to provide a collaboration platform whose content is produced internally by its teams. The Customer contacted Roomee SAS and decided to subscribe to the Contract, after having understood all the functionalities offered by the Software. The Customer acknowledges that he has received from Roomee SAS any information on the Software capable of allowing him to determine the suitability of the Software to his needs.

The Customer is the sole contracting party of Roomee SAS. He is responsible for payments due under the Contract and for compliance with the Contract and the conditions of execution or non-performance of the Agreement by himself and by persons under his responsibility authorized to use the Software (hereinafter, the “Users”).

The Customer must be a natural or legal person. Accounts created by robots or automatic methods are strictly prohibited. The Customer must provide his complete identity, a valid email address as well as all the mandatory information necessary for the creation of the online account. The Customer must create as many identifiers as there are Users. Each User will have a personal username and password. The identifier is personal and cannot be used by several Users.

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Roomee SAS is committed to implementing the means to ensure the continuity and quality of access to the electronic platform hosting the Software during the usual opening hours in France, from Monday to Friday, from 8 am to 7 pm, Paris time, with the exception of French public holidays (the “Opening Period”).

Maintenance operations on the Software (hereinafter, the “Maintenance”) will be carried out daily outside of the Opening Period. The Software may, if necessary, not be accessible during Maintenance. Roomee SAS will endeavour to notify the Customer of any Maintenance scheduled during the Opening Period at least forty-eight (48) hours in advance, except in particular in case of emergency.

Roomee SAS will provide the Customer with the guarantee that the Software has all the necessary conditions and security measures. The Customer's personal data, collected during the use of the Software, will be kept on secure equipment in accordance with technical standards in accordance with the rules of the art and this throughout the duration of this Contract.

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The Customer declares and guarantees that he is well aware of the characteristics and constraints of the Internet, and the response times for consulting, querying or transferring information. The Customer declares to be informed of the security measures implemented by Roomee SAS, but acknowledges that due to the characteristics of the Internet, security is analyzed for Roomee SAS as an obligation of means. In particular, Roomee SAS cannot be responsible for the unavailability of the Software due to its service providers.

Roomee SAS declines all responsibility for the reliability, sincerity, accuracy or relevance of the information made available through the Software by the Customer and Users. The Customer is solely responsible for the above information with respect to third parties. Consequently, the Customer guarantees Roomee SAS against any claim or action by a third party based on this information and will indemnify Roomee SAS from any consequences (damages, costs, including lawyer fees, etc.) or any conviction pronounced in favor of said third parties against Roomee SAS by an enforceable court decision.

The Customer undertakes, for himself and the Users, not to pursue illegal objectives, to download, transmit or distribute viruses, illegal, malicious, misleading content, which offends public decency, third parties or their rights, or encourages the continuation of illegal activities, or encourages the continuation of illegal activities, not to interfere with the Software, servers or networks connected to the Software, to third parties or their rights, or to encourage the continuation of illegal activities, not to interfere with the Software, servers or networks connected to the Software or to interrupt them.

Roomee SAS does not control the validity or legality of the data entered or accessed by the Customer and the activities carried out by the Customer through the Software. The Customer is responsible for his data, for any content that he or the Users broadcast (s) or for the use that he and the Users make of the Software and more generally for compliance with the regulations by the Customer and the Users, and guarantees Roomee SAS against any request from a third party in this respect and will indemnify Roomee SAS for the consequences (damages, convictions, costs, including legal and legal fees, etc.) of such a request. It is the Customer's responsibility to ensure that he has the hardware, software and means allowing him to use the Software.

The Customer undertakes not to modify, reproduce or hack the Software and/or not to modify or create another website in order to mislead potential customers and let them believe that this website is associated with the Software.

The Customer undertakes not to reproduce, duplicate, copy, copy, sell, resell, or exploit all or part of the Software or the use of the Software or access to the Software.

The Customer undertakes not to transmit any virus or other code that may cause malfunctions of the Software or damage it.

The Customer confirms that it is interested in using the Software for the training of its employees, internal communication, and exchange with its partners or customers. It must not use the Software to test its performance and functionality in order to offer competing services.

If the Customer's bandwidth usage exceeds 300 MB/month, or significantly exceeds the average bandwidth usage (determined by Roomee SAS) of other Roomee SAS customers, Roomee SAS reserves the right to immediately deactivate the Customer's account until it reduces its bandwidth rate.

In the event of non-compliance by the Customer or a User with any of the obligations incumbent on them individually or collectively, Roomee SAS reserves the right to suspend access to the Software, after an email informing the Customer of such suspension. This option of suspension is without prejudice to Roomee SAS's other remedies and in particular to its right to terminate the Contract.

The Agreement is concluded for an initial trial period of thirty (30) calendar days (“Trial Period”) beginning on the date the customer account is opened (the “Effective Date”).

This free trial period is intended to allow the Customer to test the functionalities of the Software.

At the end of this free trial period, the Contract is not automatically renewed. The absence of renewal of the Contract will not give rise to any compensation. All data entered on the Software and all customizations made to the Software by the Customer during the trial period and, more generally, during the Contract will be permanently lost at the end of the Contract unless the Customer makes a prior request to Roomee SAS which will charge him the costs relating to the recovery of this data.

In the event of a breach by the Customer of any of his obligations which would not be remedied within eight (8) days from the receipt of a formal notice sent by registered letter with acknowledgement of receipt, Roomee SAS may automatically terminate the Contract, without prejudice to other remedies at its disposal.

The termination of the Contract may occur in the event of non-payment of a sum due under the Contract, not regularized eight (8) days after formal notice, for this purpose, without prejudice to the damages to which Roomee SAS could claim.

In the event of a delay in the payment of an invoice associated with the use of the Software, Roomee SAS reserves the right to suspend access to the Software. All amounts paid to Roomee SAS by the Customer on the date of termination of the Contract remain acquired and Roomee SAS will be entitled to demand the immediate payment of any sum invoiced or remaining to be invoiced under the Contract.

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The use of the Software during the trial period is free. This free charge only applies once for the same Customer.

On the subscription date, (the “Subscription Date”), the Customer must pay in advance the price allowing the use of the Software for the coming month. The price is calculated on the basis of the subscription chosen on the Subscription Date. An adjustment will be made if the subscription changes on the Subscription Date and the next first billing date.

Billing is made every month, on the day of the Subscription Date based on the subscription on that date.

Roomee SAS reserves the right to revise the price of access to the Software by notifying the Customer by email via the administrator account. This new rate will take effect two (2) months after this notification, with the Customer having the option of terminating the Contract during this period. The continuation of the Contract will constitute acceptance of the new rate.

All invoices are payable within five (5) days from the date of issue. Without prejudice to other remedies available to the parties, the failure to pay an invoice by its due date relating to the use of the Software will automatically result, in addition to being immediately payable, in the invoicing of late payment interest calculated on the basis of a rate equal to five times the legal interest rate applied to the amounts remaining due from the due date.

Insofar as Roomee SAS would be required to entrust the collection of its debt to a third party, the Customer would be liable, in addition to the above-mentioned late payment interest, for the reimbursement of the costs and fees incurred for the recovery.

Roomee SAS will communicate with the Customer by email via his administrator account. The Customer will use his administrator account to communicate to Roomee SAS the list of Users authorized to access the Software.

The Customer is automatically responsible for the actions of Users towards Roomee SAS and towards third parties, including acts of representation by the Customer related to the execution, non-performance or modification of the Contract or the Software, notified by Roomee SAS by email to the Customer or accepted by a User, who is, in accordance with the Contract, deemed to be acting in the name and on behalf of the Customer.

In the event of modification of the general conditions of use of the Software by Roomee SAS, each modification will automatically be an integral part of the Contract from one or other of the events referred to in the preceding paragraph.

The Customer retains full ownership of the data it hosts on the platform. Roomee SAS reserves the right to duplicate them for hosting and backup purposes.

All copyrights, trademarks and other intellectual property rights (whether registered or not) as well as any other property rights or other rights relating to the Software, the interfaces and specific developments arising therefrom for the needs of integration into the Customer's information system, the user guides and the related documentation (hereinafter together referred to as the “Rights”) are and will remain under all circumstances the exclusive property of Roomee SAS or its donors of license.

The Customer will be exclusively responsible for the direct and indirect consequences of the intervention of a third party or a User on the Software and will indemnify Roomee SAS from all consequences (damages, costs, including lawyer fees, etc.) and for any resulting conviction, including against third parties, pronounced by an enforceable court decision, without prejudice to the other remedies and indemnities that Roomee SAS would benefit from in accordance with the Contract.

Data published by the Customer: the Customer reserves to Roomee SAS the right to publish, duplicate, copy, exploit and keep the data publicly exposed by the Customer through the functionalities of the Software.

Roomee SAS guarantees that it has all the necessary rights for the Customer to have access to the Software, provided that the Customer uses this access in accordance with the provisions of the Contract. Roomee SAS guarantees the Customer against any infringement action due to the use of access to the Software in accordance with the Contract and will indemnify the Customer from any conviction pronounced against him on this basis resulting from a court decision that has become final.

In the event of a ban on using all or part of the access to the Software, Roomee SAS also undertakes, at its choice and at its expense, either to obtain the right for the Customer to continue to use the access to the Software, or to replace the Software concerned with an equivalent application, or to modify the Software concerned so that it is no longer counterfeit. If, at the sole discretion of Roomee SAS, none of the three solutions above were feasible or financially relevant, Roomee SAS undertakes to reimburse the Customer for any sum already paid during the month preceding the event giving rise to the damage. This warranty does not include any element provided by the Customer or data accessible via the Software, but does not constitute one of the elements provided by Roomee SAS to the Customer and is exclusive of any other recourse against Roomee SAS. This provision only applies after the end of the free trial period.

In the event that the Customer is informed of any case of counterfeiting of the Software, he undertakes to immediately notify Roomee SAS, which will remain solely responsible for the defense of his rights.

Access to the Software will be made remotely, via the Internet, in the form of “Service as a Software” or SaaS.

The use of identifiers and passwords (hereinafter, the “Access Codes”), which will be communicated by Roomee SAS to the Customer, will be necessary to access the Software during each connection.

The Customer is solely responsible for the conservation, security and integrity of the Access Codes communicated by Roomee SAS to the Customer or a User and undertakes to report to Roomee SAS any loss or abusive use of the Access Codes, as soon as possible and by any means.

Roomee SAS reserves the right to suspend access to the Software in case of legitimate suspicion of fraudulent use or attempted fraudulent use of the Software. Roomee SAS will inform the Customer as soon as possible of such an occurrence.

The parties acknowledge that, despite the high level of security standards implemented by Roomee SAS:

(i) data transmitted via the Internet passes through independent electronic communication networks having various characteristics and capacities and which are sometimes overloaded,

(ii) the Internet is an open network and that, therefore, the information transmitted by this means is not protected against the risks of diversion, fraudulent, malicious or unauthorized intrusion into the Customer's information system, hacking, extraction or unauthorized alteration of data, system programs and files, and contamination by computer viruses, and

(iii) it is the Customer's responsibility to take all appropriate measures including raising awareness and controlling the activities of its Users in order to protect their information system and data against contamination by viruses and unauthorized intrusion attempts by third parties. Consequently, the Customer uses access to the Software at its own risk and peril.

The Customer declares and guarantees to Roomee SAS that all operations carried out by him, including Users, directly or indirectly through the Software, will comply with the legislation applicable to his activities and to the Contract.

Roomee SAS can only be held responsible for its own acts under the Contract and cannot be held responsible for any indirect damage that may result from the use of the Software, including loss of profits, profit, image, image, customers, customers, customers, customers, customers, customers, customers, customers, activities, activities, reputation or expected earnings, time spent by employees or service providers or loss of opportunity.

Roomee SAS cannot be held responsible for content of any kind whatsoever, provided or made accessible by the Customer and Users, through the Software (hereinafter, the “Content”).

The Customer grants Roomee SAS a non-exclusive license to the Contents, relating to their use, reproduction and exploitation of the related rights, including modifications and translation, on any medium for the entire legal period of protection of the Contents. Roomee SAS guarantees the Customer that the Customer Content will in no way be sold and/or transferred to a third party. The Customer acknowledges and guarantees that it has the necessary and sufficient rights to the Contents. The Customer cannot guarantee Roomee SAS against any claim or action by third parties relating to the Contents. The Customer will indemnify Roomee SAS from any consequences (damages, costs, including lawyer fees, etc.) or any conviction pronounced in favor of the latter against Roomee SAS by an enforceable court decision.

The Customer guarantees to Roomee SAS that the Contents are legitimately and legally put online and not contrary to good morals and the rules of public order applicable to the Content and the activities of the Customer, and do not infringe the rights of Roomee SAS or third parties. The Customer grants Roomee SAS a license to exclusively use this Content for the purposes of the execution of this Agreement. The Customer cannot guarantee Roomee SAS against all the harmful consequences resulting from the Content made accessible by the Customer or Users via the Software.

In addition, Roomee SAS cannot be held responsible for the transmission or quality of data transmission, for the quality and availability of data transmission networks or for service interruptions, blockages or interruptions in the means of transmission and telecommunications or for the inaccessibility of the Software due to Maintenance, malfunctioning of the Customer's equipment or electronic communication networks.

Roomee SAS cannot be responsible for indirect damage. Inmaterial damage, in particular expenses, including legal fees, will be considered as indirect damage.

In any event, Roomee SAS can only be held liable as a result of a court decision that has become final, provided that legal action has been taken against it within thirty (30) days from the receipt of the invoice covering the period of occurrence of the event giving rise to this responsibility and cannot exceed, all causes combined, an amount equal to one thousand (1,000) euros. The ceiling of one thousand (1,000) euros will be waived in the event of fraud or gross negligence by Roomee SAS.

The submission of a complaint, whatever it may be, by the Customer, cannot authorize the Customer to withhold the payment of a sum resulting from the Contract and which has reached the due date for payment.

The Parties cannot be responsible if it is impossible to perform the Contract due to a case of Force Majeure, as defined by French case law. In addition, any act of terrorism, war, foreign or civil, earthquake, fall of an aircraft or plane, fire, flood, storm or any state of natural disaster, strike external to the party invoking the case of Force Majeure, degradation, suspension or alteration of an electronic means of communication used in the context of energy services will be considered as Force Majeure for the purposes of the Contract, any act of terrorism, war, foreign or civil, earthquake, fall of an aircraft or plane, fire, flood, storm or any state of natural disaster, strike external to the party invoking the case of Force Majeure, degradation, suspension or alteration of an electronic means of communication used in the context of energy services, governmental, legal or regulatory restrictions, and more generally any facts or events beyond the control of Roomee SAS preventing the normal execution of the Contract.

In the event of an extension of a case of Force Majeure beyond thirty (30) consecutive days, each Party will have the option of terminating the Contract by notification to the other Party by registered letter with acknowledgement of receipt.

Unless otherwise provided, all notifications and communications must be delivered to a Party by email via the Customer's administrator account. Any Party may change its contact details by notification to the other Party pursuant to this Article.

The Parties undertake not to use and to maintain the confidentiality of the information they may receive concerning the other Party, of any documents and information exchanged between them under the Contract, except for the strict needs of the execution of the Contract. This obligation will survive the end of the Contract for any reason whatsoever for a period of two (2) years.

This obligation of confidentiality and non-use will no longer apply in the event that the information and/or documents are dropped or have fallen into the public domain through no fault of the Party that received them, or in the event that a Party is required to respond to a court order or a request for disclosure issued by a public authority authorized by law, subject to informing the other Party so that the latter can present its arguments in order to oppose such disclosure.

The Parties agree that all data, information, files and any other digital element exchanged between the Parties will constitute admissible, valid, enforceable evidence and with the probative value of a private act.

The Parties undertake not to challenge the admissibility, validity, opposability or probative force of the above-mentioned elements of an electronic nature or format, on the basis of their electronic nature. Unless proven otherwise, these elements will be valid and enforceable between the Parties in the same manner, under the same conditions and with the same probative force as any document that is established, received or retained in writing. The provisions of this paragraph apply in particular to the notification by Roomee SAS to the Customer of changes to the Contract or to their acceptance by a User under the conditions referred to in ARTICLE 8 above “Contract Management”.

The provisions of the preceding paragraph do not apply to notifications between the Parties provided for by registered mail with acknowledgement of receipt.

Each Party will have the opportunity to mention commercial references relating to the other Party in communication and publication materials relating to the Software.

Access to and use of the Software may result in the collection and processing of personal data, the use of which is subject to the provisions of applicable data protection laws. Roomee SAS guarantees the Customer that the personal data relating to the Customer will only be disclosed to the persons in charge of using the Software. Roomee SAS guarantees the Customer that the personal data relating to the Customer and for which Roomee SAS is the data controller will in no case be sold and/or transferred to a third party. The Customer undertakes to inform the Users concerned and the persons whose data is entrusted to Roomee SAS as part of the subscribed Software, of the fact that they have a right of access to their personal data and to the correction of these, which can be exercised with Roomee SAS under the conditions provided for by law. In addition, the use of the Software may involve the use of “cookies”, which are essential for the functioning of the Software.

The fact that Roomee SAS does not exercise its rights under the provisions of the Contract cannot be interpreted as constituting a waiver of these rights.

Each of the Parties undertakes, during the term of the Contract and two years after the end of the Contract for any reason whatsoever, not to recruit or attempt to recruit personnel from the other Party, except with the prior written consent of the other Party.

In the event of a breach, the offending Party undertakes to pay to the other Party, without prejudice to other remedies at its disposal, compensation equal to the amount of the gross salaries received during the twelve (12) months preceding the departure of the personnel concerned.

Except with the prior written consent of the other Party, each Party is prohibited from assigning or transferring to a third party all or part of its rights or obligations arising from the Contract.

The Customer acknowledges and accepts that Roomee SAS may use subcontractors and use agents for the purposes of the execution of the Contract.

If any provision of this Agreement is or becomes unlawful, void, or unenforceable, this will not affect the validity or enforceability of any other provision of the Agreement.

This Agreement supersedes all prior and contemporaneous agreements, agreements, incentives and conditions, whether prior or contemporaneous, express or implied, oral or written, of any nature whatsoever, with respect to its subject matter.

This Agreement is subject to French law, which will also govern its interpretation and application. The Commercial Court of Paris will have exclusive jurisdiction to hear all disputes arising from the Contract and its amendments, including, without being limited to, with respect to its existence, validity, validity, interpretation, interpretation, interpretation, execution and/or termination as well as any resulting consequences, notwithstanding plurality of defendants, warranty claim or referral.