These Terms of Service ("TOS") govern your relationship ("Customer" or "You") with Blendeez SAS, a Société par Actions Simplifiée (simplified joint stock company) registered in Bobigny, France, under the number 882 680 556, having its registered office at 7 Place de l'Hôtel de Ville, 93600 Aulnay-sous-Bois, France
Blendeez provides Services aimed at building, controlling and managing the integration of the Customer's Applications APIs. Blendeez's Services are subject to these TOS.
By registering with Blendeez, you irrevocably agree to be bound by these TOS. You must not use the Services if you do not accept the provisions of these Terms and Conditions. Blendeez may update these TOU from time to time. When non-material changes are made to the TOS, the most recent version of the TOS will be posted on the Site. You agree to check the Site regularly to see the most recent version of the Terms and Conditions. In this case, your continued use of the Services constitutes your acceptance of such modification. In addition, any material or non-material modification of the TOS will automatically apply to the Client who registers to use the Services after this modification. However, if Blendeez makes material changes to the TOS while You have already registered to use the Services as of the date of the material change(s), You will be notified by email of such change and asked to agree to the updated version of the TOS prior to any further use of the Services. If You do not agree to such change(s) after receiving notice thereof, the Services will be automatically terminated and You will be required to cease using the Services.
"Account" refers to the client account that You have created on the Site, which allows You to access the Services.
"Affiliate" means any Person that controls, is controlled by, or is under common control with a Party.
"Authorized Users" means the users authorized by Customer to access and use the Platform, the Software and the Services, which may include - without limitation to the number of users - Customer's employees, Affiliates, employees of Affiliates and any third party, subject to compliance with the provisions of these TOU and the limitations set forth in the applicable Plan.
"API Integration" refers to the source code you build using the orchestration engine.
"Confidential Information" means any information of a confidential nature communicated by the Disclosing Party to the Receiving Party or to which the Receiving Party has access, communicated in written or oral form, marked as proprietary, confidential or otherwise so identified, and/or any information that by its form, nature, content or method of transmission would, to a reasonable recipient, be considered confidential or proprietary, including, without limitation, the Orchestration Engine, Software and Documentation.
"Customer Data" means the information, Personal Data, materials, records and documents, including Confidential Information, about or relating to Customer available in the Customer Properties. This specifically includes API Integration data that passes through the Platform.
"Customer Properties" or "Properties" means the applications and corresponding instances on which you use the Services, which you own.
"Dashboard" refers to the interface accessible on the Site developed, provided and hosted by Blendeez, that allows You and Your Authorized Users to access Your customer profile, monitor the Services on Your Properties and view and modify the settings of Your Properties.
"Users of Client Properties" or "Users of the Properties" means the users manipulated by the Client Properties on which the Services are used.
"Documentation" means the most current version of Blendeez's documentation and/or online guidelines published and made generally available on the Site."
"Intellectual Property Rights" means all unpatented inventions, patent applications, patents, design rights, Documentation, blog content, copyrights, trademarks, Blendeez trademarks, corporate and trade names, domain name rights, masking work rights, designs, semiconductor topographies, database rights, domain names, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, in each case whether applied for or not, registered or not, with all priority rights attached thereto, divisions, continuations, partial continuations, renewals, reissues and extensions of the foregoing (as the case may be) which exist or shall be filed, issued or acquired, with respect to any creation, and all other forms of equivalent protection of creations in force anywhere in the world.
Orchestration Engine" refers to the free software component installed and hosted by You in Your Properties and made available as is by Blendeez.
"Party" refers to either You, the Customer, or Blendeez.
"Person" means a partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or any other entity." Personal Data" means any information relating to an identified or identifiable individual within the meaning of applicable data protection legislation, provided that in any event, an identifiable natural person means at least one natural person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person, including coded or pseudonymous data insofar as it is possible, on the basis of the use of such data, to re-attribute them to an identified or identifiable individual as defined above.
"Platform" means the infrastructure provided and managed by Blendeez, which allows You and Your Authorized Users to query the APIs built with the Orchestration Engine.
"Services" means the services provided by Blendeez under these TOU, as described in more detail at www.blendeez.io, including the Orchestration Engine, Platform and Dashboard - and excluding any open source software that Blendeez makes available ("Open Source Software").
"Site" means the www.blendeez.io website or any related website.
"Software", except only with respect to open source software that Blendeez makes available ("Open Source Software"), including language-specific code that enables easy communication with the Blendeez Platform (the "Orchestration Engine"), means all of Blendeez's proprietary technology (including software, hardware, products, processes, patents, algorithms, user interfaces, know-how, techniques, designs and any other tangible or intangible technical material or information, whether or not protected by Intellectual Property Rights) that Blendeez may make available to you from time to time in accordance with the TOU.
"Duration" is defined in section 5.1.
2.1. Account, passwords and security of account information
In order to use the Services, You must register with the Site and create an Account. To complete the registration process, you must enter your name, email address and create a password (the "Account Information").
Account Information is personal and may only be used by you and/or your Authorized Users. You and Your Authorized Users shall maintain the confidentiality of Account Information and shall be solely responsible for all activities that occur under your Account Information. You shall notify Blendeez immediately of any unauthorized use or loss of any Account Information or any other breach of security with respect to Your and Your Authorized Users' use of the Services. Blendeez may suspend Your access to the Services or terminate Your Account at any time if Blendeez reasonably believes that such Account is being abused, used by an unauthorized user, if You create multiple Accounts to use the Services in a manner that circumvents payment of applicable fees, or if You have materially violated these TOU. Customer will indemnify and hold Blendeez harmless from any misuse or unauthorized use of the Services resulting from any act or omission of Customer or the Authorized User.
2.2. Blendeez services
Blendeez allows you to build, monitor and manage your API integrations.
API Integrations are custom source code that You can build using the orchestration engine. In this case, the Platform acts as a proxy between the Customer Applications and the APIs.
Blendeez gives you visibility into the usage of your integrations built with the orchestration engine using the Dashboard.
2.3 Support services
If included in the Plan subscribed to by the Client, Blendeez will use reasonable efforts to provide Support for the Platform, Software and Blendeez Services during the Term.
3. OBLIGATIONS OF THE CUSTOMER
The Client agrees to collaborate actively and regularly with Blendeez for the proper execution of the Contract. In order to provide the Services in a timely and accurate manner, Blendeez may need to rely on the Client to access certain hardware, software, systems, personnel and Client Data. The Client agrees to provide Blendeez with all existing documents and information in its possession reasonably requested by Blendeez for the proper performance of the Services.
4. INTELLECTUAL PROPERTY
4.1 Pre-existing works by Blendeez
Blendeez retains the property rights on its pre-existing works (including Intellectual Property Rights), as well as on all or part of its materials, information, tools, methods, systems, equipment, hardware and software, documentation, data, databases, and the orchestration engine of the present Contract, whether or not they are used by Blendeez. Consequently, the Client will only have a right of access and use, strictly limited to the execution of the present GCU as described in article 4.3, for the elements made available by Blendeez for the execution of the present GCU.
For the avoidance of doubt, except as expressly provided in this Agreement, Your access to and use of the Services does not convey any right (including Intellectual Property Rights) or ownership, express or implied, in or to any part of (a) the Services; (b) the Platform and the Software; (c) the Site; or (d) the Dashboard or (e) any related Documentation.
4.2 Customer data
You exclusively own all right, title and interest in and to all Customer Data that may include Customer Personal Data. You are solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness and permissions of all Customer Data. You will ensure that no sensitive data, such as personal health or financial information, is submitted to Blendeez. You hereby grant Blendeez a non-exclusive, limited and non-transferable right, during the Term (including during any Trial Period), to store, host, reproduce and retain Your Customer Data solely for the purpose of making the Services available to You and enhancing the performance of the Services. Customer Data will be considered as Confidential Information under the TOS. The Client acknowledges and agrees that Blendeez's subcontractors may have access to the Client Data in the context of the execution of these TOU.
4.3. License granted to You by Blendeez
Subject to Your compliance with this Agreement and payment of applicable fees, Blendeez grants to You and Your Authorized Users, for the applicable Plan Term and solely for Customer's internal business purposes, a limited, non-transferable, non-sublicensable and non-exclusive right to (i) use the Platform to build Your API Integration; (ii) access and use the Dashboard; (iii) access and reproduce the Documentation solely for the purpose of using the Services, the Platform, the Dashboard, the Orchestration Engine and the Software. This license is to be interpreted strictly. It is understood that any use beyond the license granted above will be considered a violation of the TOU. All rights not expressly granted in this Agreement are expressly reserved by Blendeez and/or its licensors.
Any use of Blendeez for Customer's external commercial purposes, including, but not limited to, (i) providing Blendeez technology to non-Blendeez Customers, (ii) displaying services offering similarities to Blendeez; (iii) reselling Blendeez technology, is strictly prohibited by this license. If you wish to provide such a service, an OEM license is required and will be provided at the sole discretion of Blendeez.
To the fullest extent permitted by law, Customer agrees not to modify, rent, distribute, resell, prepare derivative works of, reverse engineer, disassemble or decompile the Software and/or the Dashboard, any object code generated by the Services or any portion thereof, or otherwise attempt to discover any source code, modify the Software in any manner or form, or use unauthorized or modified versions of the Software, including (without limitation) for the purpose of creating (or contracting with a third party to create) a similar or competitive product or Service or to gain unauthorized access to the Services. In addition, you may not access or use the Services for benchmarking or competitive purposes. You may not use the Services with any software, program, computer code, object code other than the Software provided or agreed to in writing by Blendeez. You may not remove or alter any logos, trademarks, patents, copyrights, privacy or proprietary legends or other notices or markings found on or in the Software.
4.5. Indemnification of the intellectual property of Blendeez
Blendeez will defend You against any claim made by a third party that the Platform, the Dashboard, the Software (excluding Open Source Software) or the Services (excluding Open Source Software) delivered under these TOU infringe the Intellectual Property Rights of a third party, and will bear all costs, damages and expenses (including reasonable attorneys' fees) ultimately awarded to you by a court of competent jurisdiction or which are the subject of a written settlement agreement executed by Blendeez in connection with such claim, provided that (i) you promptly notify Blendeez in writing of the claim and (ii) you give Blendeez sole control over the defense of the claim and any related settlement discussions and provide reasonable cooperation in the defense and settlement of the claim.
If such a claim is made, or if Blendeez reasonably believes that an element of the Services is likely to be the subject of such a claim, Blendeez may, at its expense, either obtain the right for You to continue to use the Services concerned, or modify them so that they are not infringing, or replace them with another functionally equivalent program. If none of the foregoing options are available on terms deemed reasonable by Blendeez, Blendeez may terminate the Services and refund any prepaid but unused Fees paid hereunder for the affected Services.
Blendeez shall have no obligation to defend or indemnify You against any claim related to (i) any modification of any Service by anyone other than Blendeez, or (ii) the use of one or more of the Services in combination with other materials, data or programs not specified by Blendeez. This section sets forth Blendeez's entire liability and Your exclusive remedy for any claim of infringement of Intellectual Property Rights.
5. DURATION AND TERMINATION
These terms and conditions are effective on the date you accept the terms and conditions and remain in effect until you terminate your plan or the terms and conditions in accordance with the terms set forth in this section.
You may terminate the TOU at any time during a trial period and under any non-paying plan by giving notice to the other party. Otherwise, your TOS will automatically renew monthly if you have subscribed to a monthly plan or annually if you have subscribed to an annual plan (each, a "Renewal Term"), unless you notify Blendeez of your intention not to renew at least thirty (30) days prior to the Renewal Term. The renewal fee will be equal to the fee in effect at the time of renewal.
Blendeez reserves the right to suspend or cease providing the Services or any part of the Services, at any time, if Blendeez encounters problems debiting your payment card, if you do not comply with these TOS, or if you use the Services in a way that could engage our legal liability or disrupt the use of the Services by others. In this case, Blendeez will endeavour to inform you in advance.
Either You or Blendeez may terminate this TOU for cause (a) upon 30 days' written notice to the other party in the event of a material breach, if the breach is not cured by the expiration of the notice period or (b) if, to the extent permitted by applicable law, the other party (i) becomes subject to insolvency, receivership, liquidation or assignment for the benefit of creditors, (ii) goes out of business, or (iii) ceases to operate. In such event, the TOU and all associated Services shall be terminated by operation of law, notwithstanding any other remedy for damages that the affected Party may seek.
Termination shall have no effect on Customer's obligation to pay for Services rendered prior to the effective date of termination. Sections 4.4, 6, 7, 8 and 9 shall remain in effect for 10 years from the expiration or termination of these Terms and Conditions.
In the event of termination of these TOU, including after a Trial Period, Customer will cease all use of the Platform, Software, Dashboard and Services and Blendeez will disable all portions of the Platform, Software, Dashboard and Services for which Customer's rights of use have been terminated or expired.
6. PRICE AND PAYMENT
6.1. Prices and payment
The applicable royalties ("Royalty(ies)") will be specified in dedicated contracts for each Blendeez Customer.
7. GUARANTEES. INDEMNIFICATION
Subject to Client's compliance with the TOU and payment of all applicable Fees, Blendeez represents and warrants that: the Services will be performed materially in accordance with the applicable Documentation.
However, Blendeez shall have no obligation to You under this Section 7.1: if You: fail to properly maintain all associated equipment, software, Internet access and environmental conditions in accordance with these TOU, the Documentation and applicable industry standards; fail to use software or equipment capable of supporting the Software and Services; introduce other equipment or software that negatively impacts the Services. in the event of any failures caused by You, Your Authorized Users or any other person operating under Your control
To the maximum extent permitted by applicable law: the foregoing warranties replace and exclude all other warranties, representations or conditions relating to the Services, whether express or implied. In addition, Blendeez disclaims any responsibility or warranty that (i) the Services will meet Your needs or achieve Your objectives, (ii) the Services will operate in the combination or environment selected for use by You (iii) the operation of the Services will be uninterrupted, accurate, complete or error-free, or (iv) the use of the Services will protect You from security breaches or hacking. When using the Services, You understand and agree that You must continue to exercise a reasonable degree of care in managing Your assets to protect them from security threats, including (without limitation) avoiding downloading any obviously malicious applications. You agree that the Services may be subject to limitations, delays, errors and other problems inherent in the use of the Internet and electronic communications. Blendeez is not responsible for any delay, failure to deliver or other damage resulting from such problems. In all cases, You will be solely responsible for ensuring that the results produced by the Services comply with the quality and safety requirements of Your products or services.
In addition, during any trial period or as part of any non-paying plan, Your use of the Services is on an "as is" basis and You agree that Blendeez does not provide any warranty or indemnity of any kind arising from such use.
You represent and warrant that: You are able to form a legally binding contract and, if You are entering into this TOU on behalf of a company, You have all the legal authority necessary to bind the Client to this TOU; Your Client Data will not contain any viruses, spyware, "Trojan horses" or other "malware" or harmful code or data, and will not cause injury to any person or damage to any property, including Blendeez's Software and Services; You have and will retain all rights necessary to grant Blendeez the rights granted in this TOU, and by providing Your Customer Data to Blendeez in accordance with the TOU, You will not violate any third party Intellectual Property Rights, confidential relationships, contractual obligations or laws.
7.3. Indemnification by Blendeez
If it is determined that Blendeez has breached the warranty described in Section 7. 1, Blendeez may, at its option, (i) use reasonable efforts to remedy the defect in the Services; (ii) replace the Services with Services that materially conform to the Documentation or SLA specifications; (iii) in the event that Blendeez is unable, after commercially practicable attempts, to effect the remedies set forth in (i) or (ii), Client may terminate the subscription to the Services and Blendeez shall provide a refund of the unused, prepaid Fees, prorated from the effective date of such termination. Customer must report the alleged breach of warranty in writing with reasonable specificity within thirty (30) days of its occurrence to receive this warranty and the remedies set forth herein. The foregoing warranty remedies shall constitute Blendeez's sole obligation and Customer's sole and exclusive remedy for breach of the foregoing warranty.
7.4. Indemnification by the Customer
You agree to indemnify and hold Blendeez, its Affiliates, officers, agents, employees, resellers or other partners and licensors harmless from any claim, demand, loss or damage, including reasonable attorneys' fees, arising out of or related to Your Customer Data, or the use thereof, including, but not limited to, allegations that any processing of Your Data by Blendeez and/or You under this TOU violates any applicable law or regulation, or infringes upon the privacy or Intellectual Property Rights of any third party, Your use of the Services in violation of this TOU and applicable laws or regulations, Your violation of these Terms, or Your violation of any law, provided that (i) Blendeez provides You with prompt written notice of the claim, and (ii) Blendeez provides reasonable cooperation in defending and settling the claim.
8. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BLENDEEZ BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR CONTENT, LOSS OF PROFITS, OR ANY OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR RELIANCE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE TOS OR SERVICES, HOWEVER CAUSED. IN NO EVENT SHALL BLENDEEZ'S LIABILITY HEREUNDER EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY THE CUSTOMER TO BLENDEEZ UNDER THE RELEVANT PAID PLAN FOR THE TWELVE MONTH PERIOD PRECEDING SUCH CLAIM. FURTHERMORE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR SECTION 4.5 OF THESE TERMS AND CONDITIONS, BLENDEEZ SHALL HAVE NO LIABILITY FOR ANY CLAIM FOR ANY DIRECT OR CONSEQUENTIAL DAMAGES, FOR WHATEVER REASON AND ON WHATEVER BASIS, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES PROVIDED TO THE CUSTOMER UNDER A NON-PAYING PLAN DURING A TRIAL PERIOD.
The Parties agree that when receiving or accessing Confidential Information from the Disclosing Party, the Receiving Party shall keep such information confidential and shall not disclose or use it except as expressly permitted by the TOU. The Receiving Party shall keep the Disclosing Party's Confidential Information confidential in accordance with the terms of these TOU and in the same manner as it treats its own proprietary and/or confidential information, which shall be no less than a reasonable standard of care, and the Receiving Party shall use the Confidential Information only for the purposes described in the TOU. Confidential Information may be disclosed to the Receiving Party's employees, financial advisors, contractors and attorneys (the "Authorized Third Parties") only on a need-to-know basis for the purposes described in these Terms and Conditions. Before doing so, the Receiving Party shall ensure that the Authorized Third Parties are required to protect the Confidential Information in a manner consistent with these TCS and accept responsibility for the use of the Confidential Information by each Authorized Third Party.
The Receiving Party shall be entitled to disclose the Confidential Information in connection with any judicial or administrative proceeding to the extent such disclosure is required by applicable law, regulation or court order, provided that the Receiving Party, to the extent practicable, gives prompt written notice to the Disclosing Party of such proceeding and provides reasonable cooperation with any attempt by the Disclosing Party to obtain a protective order. For purposes of these TOU, Confidential Information excludes: (i) information that the Receiving Party has been authorized in writing by the Disclosing Party to disclose without restriction; (ii) information that the Receiving Party can demonstrate was lawfully in its possession or lawfully known to it prior to receipt of such information from the Disclosing Party; (iii) information that was lawfully disclosed to the Receiving Party by a third party without any breach of confidentiality obligations by the third party or the Receiving Party; (iv) information that is in or enters the public domain without any breach of confidentiality obligations by the Receiving Party; and (v) information that the Receiving Party can demonstrate was independently developed without use of or reference to the Disclosing Party's Confidential Information. Nothing in the TOU shall prevent Blendeez from (i) using ideas, concepts and know-how developed in the course of providing the Services to You or (ii) shall be deemed to limit Blendeez's rights to provide similar Services to other customers. You agree that Blendeez may use any feedback You provide in connection with the Services for commercial purposes, without requiring Your consent. The Receiving Party agrees, upon request of the Disclosing Party, to return to the Disclosing Party all Confidential Information in its possession or to certify its destruction. The confidentiality obligation contained herein shall survive termination of the TOS for five (5) years.
10. PERSONAL DATA
You remain at all times the person responsible for the processing of Your Personal Data and the Personal Data of the Users of Your Properties. Blendeez processes Your Personal Data and the Personal Data of the Users of Your Properties only on Your behalf and in accordance with Your instructions, for the sole purpose of performing the Services. Blendeez guarantees that it has implemented adequate technical and organizational security measures designed to protect the security, integrity and confidentiality of the Client Data and the Personal Data of the Users of Your Properties in accordance with applicable law.
11.1. Independent contractors
The Parties expressly agree that the relationship between them is that of an independent client-contractor. Nothing in these terms and conditions shall be construed or implied as creating an agency, partnership or joint venture between the parties.
11.2. Force Majeure
In the event of a Force Majeure Event temporarily preventing a Party from performing its obligations, the performance by both Parties of their obligations shall be suspended without any liability being incurred by either Party.
If the Force Majeure Event lasts for more than thirty (30) consecutive days, and/or if the Force Majeure Event prevents a Party from performing its obligations on a continuing basis, each Party shall have the right to terminate the TOU by giving notice (in accordance with Section 11) to the other.
For purposes of this Section, "Force Majeure" means any event that was beyond the reasonable control of the Party, including, for example, an act of God, natural disaster, act of war or terrorism, riot or civil arrest, labor conditions, governmental action, telecommunications disruption, failure or delay of Internet service providers or disruption of the Internet, disruption of electricity or other essential services.
Blendeez can send You a notification by posting a message on Your Dashboard or by sending an email to the email address registered in Your Account.
You can send a notification to Blendeez by e-mail sent to email@example.com or by post sent to the address of Blendeez.
Client consents to Blendeez's use of Client's name and logo and general description of its relationship with Blendeez in press releases and other marketing materials and appearances. Client also allows Blendeez to use Client as a referral account for marketing purposes and agrees, from time to time, to support Blendeez by participating in referral phone calls and other marketing events, including with the press, analysts, and existing or potential Blendeez investors or customers, upon Blendeez's reasonable request.
11.5. Applicable law / Jurisdiction
The Agreement shall be governed by and construed in accordance with the laws of (i) France. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any dispute arising out of or relating to these TOU shall be subject to the exclusive jurisdiction of the competent courts of Paris.
However, You and Blendeez shall attempt to resolve any dispute arising hereunder by amicable negotiation with persons fully entitled to resolve the dispute or by mediation through the use of a mediator approved by the Parties, rather than by judicial means.
11.6. Entire agreement and compensatory measures
These TOU and any Data Processing Agreement you have entered into with a Blendeez entity contain the entire agreement between the Parties with respect to the Services and supersede all other oral or written representations, statements or agreements in this regard.
11.8. Divisibility and reformulation
11.9. Compliance with laws
You are responsible for all activity that occurs under your Account Information and you will comply with all applicable local, national and foreign laws, treaties and regulations in connection with your use of the Services. In addition, you warrant to Blendeez that any Services ordered hereunder will not be used in violation of applicable export laws and will not be diverted to any country, company or individual if prohibited by the applicable export laws of any country. You agree to refrain, and shall ensure that all Authorized Users refrain, from processing, storing or uploading to its data sharing environment any information or data the export of which is controlled, regulated or subject to permit or license under any applicable law or regulation. Customer shall be deemed the exporter of the Customer Data. Blendeez may terminate this TOU and all licenses and access to the Services hereunder upon written notice if Customer violates these provisions.