Terms of Service
The www.rumo.co website (hereafter the “Website”), and the content recommendation web services made available through it (hereafter the “Services”) are edited and fully owned by Spideo, a simplified joint-stock company (société par action simplifiée), with a share capital of 133.791 euros, registered with the Paris Trade and Companies Register under number 521 942 763, with its registered office at 7bis rue Riquet, 75019 Paris, France (hereafter the “Company“).
If you have any questions about these Terms of Service, the Website, or more generally with the Services, please contact us at contact@rumo.co, or send mail to:
SPIDEO SAS – Rumo Services
7bis rue Riquet
75019 Paris – France
Tel. +33 (0)9 51 46 84 93
The director of the publication of the Website is: Thibault D’Orso
The Website is hosted by SAS OVH, 2 rue Kellermann– 59100 Roubaix – France, Tel. +33 9 73 02 19 89
1. Scope of the Terms of Service
The purpose of these Terms of Service (the “Terms”) is to define the terms and conditions under which the Company supplies any of the Services to its subscribers (“you”). THE USE OF THE SERVICES IS RESERVED TO PROFESSIONALS, TO THE EXCLUSION OF ANY CONSUMER. They apply to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing, unless you have concluded a specific agreement with the Company.
Any subscription of Services made by you is subject to the Terms. They constitute a legal and binding agreement between you and the Company. The Terms are the entire agreement between you and the Company in relation to its subject matter. By subscribing to or using the Services, you accept without reservation the current version of the Terms.
The Company reserves the right, at its sole discretion, to change, modify, add or remove portions of the Terms, at any time. In such case, the Company shall notify you by email. The amended version of the Terms shall be applicable for any renewal term beginning after the end of a [sixty (60) days] period following you being notified of the modification. Your continued use of the Services after this date will mean that you accept and agree to the changes.
You should save a copy of the Terms for future reference, nevertheless you may ask the Company to consult the Terms at any time.
2. Subscription to the services
2.1 Subscription process
The use of the Services requires the creation of an online account. In this respect, the Company will require you to provide information relating to your company and to you. In order to understand how the Company collects and uses this information, please consult the Privacy Policy above.
You are responsible for the accuracy of the information you provide, and you undertake to update the information concerning your company or you, or to notify the Company without delay of any change affecting your situation.
While creating your account, you will have to choose a login and a password, which are strictly personal. You shall therefore refrain from communicating your login and password to third parties, and take all useful measures to maintain the confidentiality of access to your account. You acknowledge that you shall be deemed liable for any action performed through your account. Therefore, the Company shall in no event be liable for material or immaterial damages resulting from the use of your account by a third party, with or without your permission.
In the event of fraudulent use of your account, you undertake to immediately notify the Company, and to change your password without delay. Any costs resulting from such unauthorized use shall be borne by you until the Company has been notified of such use.
2.2 Subscription Plans
The Company may provide the Services through several offers (the “Subscription Plans“), which enable you to benefit from different features, the first level offer being the Starter Plan. You may consult the description, specifications and features of the Subscription Plans here, and on the “Getting Started” page (hereafter altogether the “Specifications“). When you subscribe to a Subscription Plan, you accept to be bound by any specific legal term that may apply to such Subscription Plan, and that has been provided to you.
– Starter Plan
The Starter Plan enables you to provide content to content recommendations to your end-users, meaning that on the basis of a content selected by your end-user (or browsed, liked, marked as favorite, watched etc.), the Company will be able to issue a recommendation for a similar content.
Based on the standard metadata, descriptors and documents describing the content to be recommended (the “Content Data“), uploaded by you on the interface provided by the Company (the “API“), the Company will, through its proprietary software, database, and any other elements involved in the provision of the Services (the “Technology“), issue the content to content recommendations to your end-users, within the limits set forth in the Specifications.
In case your use of the Services exceeds the limits set forth in the Specifications applicable to your Subscription Plan, you will be notified immediately by the Company, which shall offer you to subscribe to a paid upgrade of the Services. In case you exceed repeatedly such limits, the Company reserves the right to suspend the Services, without any liability for the Company.
2.3 Free Trial Period
You benefit from a free trial period, where the Company will make the Services available to you on a trial basis free of charge. Whenever you pay for one of the Subscription Plans, you will automatically benefit from a free trial period for the next level of subscription. The free trial period shall last until the earlier of (a) three (3) months, (b) the start of any paid subscription for the Services, (c) termination by you at your sole discretion, or (d) termination by the Company pursuant to the Terms (the “Free Trial Period“).
Before the end of the Free Trial Period, the Company will send you a reminder notification. If, before the end of the Free Trial Period, you do not subscribe to the Services (paid subscription) by submitting your payment details, your access to the Services will automatically terminate, without any liability for the Company, unless the Company agrees, at its sole discretion, to extend the Free Trial Period.
3. Duration
The Terms are effective as of the date you have accepted them.
At your choice, you may subscribe to the Services on a monthly, or on a yearly basis.
Subscription on a yearly basis: unless you terminate your subscription with at least a one (1) month notice before its anniversary date, your subscription shall be automatically renewed for one (1) year periods.
Subscription on a monthly basis: unless you terminate your subscription with at least a ten (10) days’ notice before the next renewal date, your subscription shall be automatically renewed for one (1) month periods.
4. Prices, Payment and invoicing
4.1 Prices
By subscribing to the Services, you agree to pay at the end of the Free Trial Period the price corresponding to the Subscription Plan you selected, as applicable at the date of your subscription. The prices are available here [insert link], they are displayed in EUROS, exclusive of VAT. These prices shall be applicable for the whole duration of your subscription.
The total price for the subscription shall be paid before the start of the Services. Unless you terminate your subscription in the conditions of Article 3, your credit card will be charged on the first day of the renewal term. If you fail to make a payment, or if your payment mean is rejected (in particular because your credit card has expired, or has been cancelled), the Company reserves the right to suspend your access to the Services immediately after notifying you of such failure, and until regularization, without any liability for the Company.
The Company reserves the right to modify the prices applicable to the Services at any time. The modified prices shall be applicable for any renewal term beginning after the end of a [sixty (60) days] period following you being notified of the modification.
4.2 Payment
You can pay for the Services by credit card, in this respect, your payment will be processed by our payment service provider Stripe Payment Processing Services. You shall provide the Company with valid credit card information and promptly notify the Company of any changes necessary to charge your credit card. You may in particular modify your credit card information directly on your account. The provision of your credit card information to the Company authorizes the Company to charge the credit card for all Services subscribed for, and any renewal subscription.
Your credit card information is not required to activate a Free Trial Period, but will be asked before the end of the Free Trial Period.
4.3 Invoicing
For each payment made for the Services, on a yearly or on a monthly basis, the Company will issue an electronic invoice and send it to you by email.
5. Obligations of the COMPANY
5.1 General obligations
The Company undertakes to supply the Services in accordance with the Terms and with the Specifications. The Company is responsible for and shall comply with all applicable laws and regulations with respect to the Services under the Terms, including regulations regarding data protection and privacy.
The Company undertakes to notify you of any matter, event or action that may adversely affect due performance of the Services as soon as it becomes aware thereof and to take all appropriate measures in its power to remedy any negative impact.
5.2 Security measures
The Company undertakes to implement and maintain appropriate administrative, physical, and technical safeguards for the security and integrity of the Services.
6. YOUR Obligations
In order to be supplied the Services, you shall upload the Content Data on the API in compliance with the technical requirements listed on the “Getting Started” page. Failing to respect those requirements, the Company will not be able to provide you with the Services.
You are also informed that in case the Content Data uploaded on the API is considered insufficient by the Technology, the Company will notify you without delay in order to request that you enrich, clean or rearrange the Content Data. The Company may assist you in this respect subject to payment on a time and material basis. You acknowledge and accept that the Company shall not be liable for the availability or quality of the recommendations in case the Content Data is insufficient and no measure is taken by you to improve it.
You undertake to notify without delay the Company if you notice any unavailability of, or bug or dysfunction in the Services (hereafter an “Anomaly“), and to provide to the Company any useful information in your possession in order to enable the Company to fix the Anomaly as soon as possible. More generally, you undertake to cooperate with the Company as necessary for the provision of the Services.
You are responsible for and shall comply with all applicable laws and regulations with respect to the use of the Services.
7. Intellectual Property
7.1 Intellectual Property Rights of the Company
All intellectual property rights pertaining to the Technology, and more generally to all programs, services, processes, designs, software, technologies, databases, documentation, trademarks and trade names, and inventions accessible via the Website or the Services, are and will remain at all times the exclusive property of the Company or its licensors.
For the sole purpose of using the Services, and for the duration of your subscription, the Company grants you a personal, worldwide, non-exclusive, non-transferable, non-sublicensable right to use the API, and to access the Services. You undertake not to use, in any way whatsoever, the Website, the Services, the API or any of the elements set out above for purposes other than those provided for in the Terms.
7.2 Your Intellectual Property Rights
The Content Data, as well as any intellectual property right that might pertain to it are and will remain at all times your exclusive property. Nevertheless, you grant the Company a personal, worldwide, non-exclusive, royalty-free, irrevocable, non-transferable and non-sublicensable license to use, store, copy, transmit, communicate, modify and display your Content Data for the provision of the Services, and for the Company to improve and enhance the Technology. In this respect, in case of termination of your subscription, for any reason whatsoever, the license granted pursuant to the present Article 7.2 shall survive, for the longer of ten (10) years or the whole duration of the applicable intellectual property rights, if any. You also grant the Company a personal, worldwide, non-exclusive, royalty-free, irrevocable, non-transferable and non-sublicensable right to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction, or other feedback that you may provide.
8. WARRANTIES – UNDERTAKINGS
8.1 Your warranties
You warrant that your Content Data is free of code, files, scripts, agents, or programs intended to do harm, including, viruses, worms, time bombs, and Trojan horses (hereafter “Viruses”). In case your Content Data include Viruses, you shall be liable to indemnify the Company of any harm caused to the Technology, the Website or the Services.
You also warrant that you are authorized, and that you have the required rights to upload the Content Data on the API, and in particular that it does not infringe the rights of third parties, including intellectual property rights. In this respect, you warrant the Company against any claim that might arise from third parties in relation with the use of the Content Data.
You represent and warrant that you have the full legal authority and capacity to bind your company to the Terms.
8.2 The Company’s undertakings
From the end of the Free Trial Period, the Company shall comply with the service level agreements mentioned in the SLA (“Service Level Agreements”).
The Service Level Agreements do not apply to any unavailability of the services resulting from:
– a Force Majeure Event; software, services or any elements not under the responsibility of the Company;
– an abuse or misuse of the Services by you.
Except as expressly provided in this Article 8.2, the Company does not make any warranty of any kind, whether express, implied, statutory, or otherwise, and disclaims all warranties as to the results of the Services, and especially as to the relevancy of quality of the recommendations issued by the Services, the Services being provided “as is”.
8.3 Intellectual Property Rights Indemnification
The Company undertakes to hold you harmless from and against any claim or action that your use of the Services infringes the intellectual property rights of a third party (hereafter a “Claim“), and shall fully indemnify you from any losses, damages, costs (including reasonable legal fees) and expenses incurred by or awarded against you by a final court decision, as a result of, or in connection with, any such Claim.
If any third party makes a Claim, or notifies an intention to make a Claim against you, you shall:
as soon as reasonably practicable, give written notice of the Claim to the Company, specifying the nature of the Claim in reasonable detail;
not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Company (such consent not to be unreasonably conditioned, withheld or delayed);
give the Company and its professional advisers access at reasonable times (on reasonable prior notice) to your premises and your officers, directors, employees, agents, representatives or advisers, and to any relevant documents and records within your control, so as to enable the Company and its professional advisers to assess the Claim.
If you do not abide by the above obligation, the Company shall not be liable to indemnify you as set forth in the present Article 8.3.
9. Confidentiality
“Confidential Information” for the purpose of the Company, shall mean the Services, the API, the Website and the Technology, and the elements composing them, and for your purpose, the Content Data. For both parties, it shall include, but not be limited to the technical information and business processes disclosed by each party in connection with the performance of the Services.
Each party undertakes not to disclose at any time to any person or on any network any Confidential Information concerning one another, except to their respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out their respective obligations under the Terms.
The confidentiality undertaking set out in this Article 9 will not apply to information which:
are largely known to the public prior to its date of disclosure or communication in connection herewith, or would become largely known to the public after it was disclosed or communicated in connection herewith, where the cause of this knowledge was not attributable to the receiving party; it can be proved was known to the receiving party before disclosure or communication; was developed independently by the receiving party without access to Confidential Information; was received from a third party lawfully without any breach of the Terms; the applicable law, regulations or a court or administrative order requires to be disclosed.
Each party shall safeguard all Confidential Information of the other party with at least the same degree of care as it uses to safeguard its own confidential information and no less than reasonable care, and not use any Confidential Information of the other party for any purpose outside the scope of the Terms.
10. Data Protection
When the Company processes personal data as a data controller, especially when it processes personal data relating to you, it processes it in accordance with its Privacy Policy available at rumo.co/privacy.
11. Liability
Each party shall not be liable to the other party for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any direct, indirect, special, punitive or consequential loss, costs, damages, charges or expenses arising under or in connection with the Terms or, in the case of the Company, in respect of any use made by you of the Services or any part of them.
The total liability of a party to the other in respect of all damages arising under or in connection with the Terms shall in no circumstances exceed [twelve (12) times the price paid by you for the subscription to the Services for the last month preceding the damage. In case of yearly subscription, this amount shall be calculated as follows: price of the yearly subscription / 12.]
12. Suspension
In case the Company notices, or suspects there is a security default in the Website, the API, the Technology or the Services, due to the presence of Viruses or to any other cause, the Company reserves the right to suspend the Services immediately, for the duration necessary to remedy such security default.
As provided in the Terms, in case of you repeatedly exceeds the limits applicable to your Subscription Plan, you fail to provide payment, or if you materially breach the Terms, the Company reserves the right to suspend the Services immediately, until regularization from you.
Such suspensions of the Services shall be without any liability for the Company.
13. Termination
You may terminate your subscription at any time via your account. However, you acknowledge and accept that in case of early termination of your subscription at your initiative, for any cause whatsoever, you shall not be refunded for any amount paid in advance to the Company for the Services. The amounts paid to the Company are definitively acquired by the Company.
Without affecting any other right or remedy available to it, either party may terminate the Terms with immediate effect by giving written notice to the other party if the other party materially breaches any provision of the Terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of [fifteen (15) days] after being notified in writing to do so.
Any provision of the Terms that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
14. Force Majeure
Except for payment obligations under the Terms, the parties shall not be held liable if the non-performance or delay in the performance of one of their obligations described in the Terms results from an event beyond the control of the parties, which could not reasonably be foreseen when the Terms were entered into, and which effects may not be prevented by appropriate measures (“Force Majeure Event“).
The prevented party shall inform the other party without delay of its inability to perform its contractual obligations. The Force Majeure Event suspends the contractual obligations of the parties for its whole duration. However, if the Force Majeure Event shall continue for a duration exceeding [fifteen (15) days], any party may terminate the Terms immediately and as of right, by notifying the other party by registered letter with acknowledgement of receipt.
15. Publicity
You acknowledge that the Company may use your name, logo and general description of your relationship with the Company for marketing and communication purposes.
16. Miscellaneous
Nothing in the Terms is intended to, or shall be deemed to, establish any partnership or joint venture between you and the Company.
No failure or delay by a party to exercise any right or remedy provided under the Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
If any provision of the Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification to or deletion of a non-essential provision under this clause shall not affect the validity and enforceability of the rest of the Terms.
17. Applicable law – Disputes
The Terms are governed solely by French law.
Any dispute between you and the Company arising in relation with the validity, interpretation and/or performance, termination, or breach of the Terms shall be submitted to the competent court of Paris, including in the event of summary proceedings, guarantee claims and/or multiple defendants.
