Terms of Use Goelo.com

Last updated: January 15th, 2023

1. General

These General Terms of uses (the “ToU”) apply generally to the use of the service Goelo.com, and constitute a contract between the client subscribing to the Services (the “Client”) and the company providing the Services, Goelo.com a French “société par actions simplifiée” with a share capital of 2.000 Euros, registered in France under the number 880.044.797 at the Commercial and Companies Registry of Paris, whose registered office is located at 229 rue Saint-Honoré, 75001, Paris, France (the "Company"). 

These ToU govern the access to and use of the Goelo.com application and website (the "Services" or “Goelo.com”), and any video, sound, text, graphics, or other materials sent, received, stored or otherwise appearing in the Service (collectively referred to as "Content"). Parts of the Services may display Content that is not Goelo.com's (“User Content”). Such content is under the sole responsibility of the Client.

By using Goelo.com, the Client agrees to these ToU and the privacy policy. If the Client does not agree to the ToU, then the Client shall not use G.

The Company may change these ToU at any time. The Company keeps a historical record of all changes to the ToU. The Company shall notice the Client at least 30 days prior to any material changes, including price changes. By using the Services on or after that effective date, the Client agrees to the new ToU. If the Client does not agree to them, the Client may terminate its subscription under the condition set forth in section 8 of the ToU, otherwise its use of the Services and Content will be subject to the new ToU.

2. Description of the Services

2.1 General description

Goelo.com is a Google Meet recordings collaborative storage.
The Services allow the Client's employees (the "Users") to:
- store Google Meet recordings;
- share Google Meet recordings with other persons;
- and comment Google Meet recording videos.

2.2 Accessing the Services

Goelo.com is for professional use only.

To use the Services, the Client must (i) subscribe to the Services and (ii) create an account for Users. 

Users are responsible for providing and maintaining accurate and updated personal information, and for safeguarding their account information. 

The account is strictly personal and shall not be used by any other person without Users’ supervision. Users shall not assign their account to any other person and shall not share it with any third-party. The Client is in any event solely responsible for the use of the Services through Users account.

The Company will not be liable for any loss or damage arising from Users failure to comply with the above requirements.

The Company may change, terminate, or restrict access to any aspect of the Services or User account, at any time. In such case, the Company will notify the Client thirty (30) days prior to the change.

2.3 Use of the Services

The Client undertakes to use the Services in accordance with the ToU and its purpose. 

The Client is responsible for the use of the Services by Users, including the lawfulness of any User Content displayed, shared, uploaded or otherwise made available by Users in the Services.

The Client shall not allow access or permit use of the Services by any users other than Users 

3. Fees

The Services are provided to Client, in full or in part, according to the plan subscribed by the Client.

The Company reserves the right to change the features included in its plans, the price of the plan and the structure of the plan at any time. In such case, the Company shall notify the Client of material changes to the content, price and terms of the plan.

The Client will be billed every month in advance, on the day of month the subscription was first created. The Client may cancel the subscription at any time in the billing page. In such case, the Client will have access to the Services for the remainder of the month it has paid for. Should the Client choose to re-activate its subscription during this period after cancellation, the Client will start a new subscription from the end date of the previous subscription.

Payment processing services for Goelo.com, including the processing and storing of credit card data, are provided by Stripe Payments Europe, Ltd. (“Stripe”) and are subject to the Stripe Services Agreement — Belgium (“Stripe Services Agreement”). 

By agreeing to the ToU the Client agrees to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of the Company enabling payment processing services through Stripe, the Client undertakes to provide the Company accurate and complete information about its business, and authorizes the Company to share with Stripe this information and transaction information related to the Client’s use of the payment processing services provided by Stripe.

The Company will send the invoice to the Client by email. In the event of a delay in payment:
- Any late payment will automatically result in the application of late payment penalty, applicable as of right, equal to the interest rate applied by the European Central Bank plus ten (10) percentage points and liquidated damages, for recovery costs, in an amount of forty (40) euros, as well as all additional expenses that the Company will have incurred to recover outstanding monies;
- if this sum is not being paid within fifteen (15) calendar days following the receipt by the Client of a formal notice sent by registered letter with acknowledgment of receipt, the Company reserves the right to suspend the Services and/or terminate the agreement with the Client.

4. Personal data protection

Purpose

The purpose of this clause is to define the conditions under which the Company undertakes to carry out, on Client’s behalf, the personal data processing operations defined below.

As part of their contractual relations, the Company and the Client shall each undertake to comply with the applicable regulations on personal data processing and, in particular, the General Data Protection Regulation (regulation EU 2016/679 of the European Parliament and of the Council of 27 April 2016) and to the French Data Protection Act of 6 January 1978 (hereinafter referred together as the “Applicable regulation”).

Description of the processing carried out by the Company

As part of the Services, the Company processes personal data in the name and on behalf of the Client as a data processor, while the Client acts as a data controller within the meaning of the Applicable regulation. The characteristics of the processing are described in Appendix 1 of this Agreement.

Company's obligations with respect to the Client

Data processing:

The Company undertakes to process the personal data only for the purposes listed in Appendix 1 and in accordance with the Client’s documented instructions, including with regard to transfers of data outside the European Union. Where the Company considers that an instruction infringes the Applicable regulation, he shall immediately inform the Client thereof. Moreover, if the Company shall process personal data and transfer them to a third country or an international organization, according to the applicable legislation of this Agreement, he shall inform the Client of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

Security and data confidentiality:

The Company undertakes to implement the appropriate technical and organisational measures to ensure the security and integrity of personal data, their backup and the restoration of their availability in the event of a physical or technical incident. The Company ensures that the persons authorized to process the personal data hereunder have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

Sub-processors:

The Company is authorized to use processors (hereinafter "the Sub-Processor") listed in Appendix 1 to carry out specific processing activities. The Company shall inform the Client, in writing beforehand, of any intended changes concerning the addition or replacement of Sub-Processors as listed. This information must clearly indicate which processing activities are concerned, the name and contact details of the Sub-Processor. The Client has a period of 15 (fifteen) calendar days from the date of receipt of this information to submit its legitimate and justifiable objections. In the absence of notification of objections after this period, the Client shall be deemed to have authorized the use of the relevant Sub-Processor.

The Sub-Processor shall comply with the obligations hereunder on behalf of and in accordance with the Client’s instructions. The Company shall ensure that the Sub-Processor provides the same sufficient warranties regarding the implementation of appropriate technical and organisational measures so that the processing meets the requirements of the Applicable regulation. If the Sub-Processor fails to fulfil its data protection obligations, the Company remains fully liable to the Client for the Sub-Processor’s performance of its obligations.

Transfer of personal data outside the European Union:

The Company is authorized to transfer personal data processed as part of this Agreement to countries located outside the European Union, if appropriate safeguards have been implemented as defined under Chapter V of GDPR.

Assistance and provision of information:

The Company undertakes to assist the Client and to respond without undue delay to any request for information sent by the Client, whether in the context of a request for the exercise of their rights by data subjects, a privacy impact assessment, or a request made by a supervisory authority or the Client's data protection officer.

Notification of personal data breach:

The Company shall notify the Client of any personal data breach without undue delay after becoming aware of it and to provide the Client with all relevant information and documentation relating to such personal data breach.

Fate of the data:

The Company undertakes at its election to delete or return personal data at the termination of this Agreement and not to keep a copy unless Union or Member State law requires storage of the personal data.

Documentation:

The Company shall make available to the Client, at the Client's request, all information and documents necessary to demonstrate compliance with its obligations and allow for audits. The Client may carry out audits once a year, at its own expense to verify the Company's compliance with the obligations set forth in this article. The Client will inform the Company of the audit at least two (2) weeks before. The Company may refuse the identity of the auditor if it belongs to a competing company. The audit shall be conducted during work hours and with the least possible disturbance for the Company’s activity. The audit shall not threaten (i) technical and organizational security measures implemented by the Company, (ii) security and confidentiality of data of the Company’s other customers, (iii) the proper functioning and organization of the Company. When possible, Parties will agree beforehand on the scope of the audit. The audit report will be sent to the Company as so to submit comments, which will be attached to the final version of the audit report. Each audit report will be considered as a confidential information.

Client's obligations with respect to the Company:

The Client undertakes to:
- provide the Company with the personal data mentioned in Appendix 1, except any improper, disproportionate or unnecessary personal data, and except any “particular” personal data within the meaning of the Applicable regulation, except if the processing activities justify it. In this case, the Client will have to document these justifications and to take all measures, notably of prior information, to collect appropriate consent and appropriate security measures, appropriate for such particular data;
- collect under its liability, lawfully, fairly and in a transparent manner the personal data provided to the Company, for the performance of its services, and in particular, to ensure the lawfulness of processing and the information due to data subjects;
- maintain a record of processing activities carried out and more generally, comply with the principles of the Applicable regulation;
- ensure, before and throughout the processing, compliance with the obligations set out in the Applicable legislation.

5. Integrations

The Company may make certain functionalities available to allow the Client to integrate other services into Goelo.com. Usage of such services will be governed by the terms applicable.

When using the Services or third-party integrations to the Service, the Service may contain links to third-party websites. These links are provided solely as a convenience to the Client and not as an endorsement by the Company of the contents of such third-party websites. The Company excludes any responsibility for the content of linked third-party websites.

6. Intellectual Property Rights

6.1. Company’s intellectual property

All intellectual property rights pertaining to the Services, including but not limited to the website, the application, the Company’s Content, the Company’s registered or unregistered trademarks, texts, graphics and images, are and will remain the Company’s sole and exclusive property or its licensors property. 

The Services and their Content are protected by copyright and other intellectual property rights in the country where Client resides as well as foreign countries.

The Company gives the Clients and its Users a personal, limited, worldwide, royalty-free, non-assignable, non-sublicensable and non-exclusive license to use the software and application that is provided to Users by the Company as part of the Services for business use. This license is for the sole purpose of enabling Users to use the Services as provided by the Company, subject to these ToU.

Except for the license granted to the Client for the sole purpose of the use of the Services in compliance with the ToU, Client is not granted any ownership of or license to any intellectual property rights in the Services or in the Content that it has access to through the Services.

The Client shall not try to decompile, disassemble, translate, reverse engineer or otherwise attempt to access non-public areas of the Services or source code of the application. 

Nothing in the ToU grants the Client the right to use the Company’s trademarks.

6.2. Client’s intellectual property

Using the Services requires transmission of User Content. Client retains its rights to any User Content its Users submit, post or display on or through the Services. By submitting User Content, Client grants the Company, or must procure that Client’s licensors grant the Company, a non-exclusive, royalty-free, perpetual, transferable, sub-licensable, irrevocable and worldwide license to use, reproduce, store, modify, distribute, and publish on the Services. The Client represents and warrants that it owns any User Content submitted by Users or that it otherwise is entitled to submit such User Content and to grant the Company such license.

7. Termination

The Client may terminate its subscription at any time, and will have access to the Services for the remaining billing (pre-paid) period. Users can delete their account in the settings of the application or website.

The Company reserves the right to terminate the Services and the ToU to the Client after sending thirty days written notice to the Client. No refund possible. The Client is not entitled to refunds upon termination due to breach of these ToU.

In case of termination, the Client shall download and save its User Content before deleting Users’ account. Upon termination and deletion of Users’ account, the Company will permanently delete the User Content.

8. Warranties – liability

8.1. Warranties

The Company provides the Services and Content “as is”. The Client uses it at its own risk and discretion. The Company makes no warranties, with respect to the availability, merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, performance and quality of the Services. The Company does not represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services.

The Company is responsible for the setting of the Services and its choices pertaining to the services providers it uses for the performance of the Services. 

The Company does not warrant that the Services will be interrupted or error free.

The Company guarantees the Client against any claim of intellectual property rights from third parties concerning the use of the Services.

The Client warrants to the Company against any recourse or action that any third party may take as a result of the use of the Services contrary to the ToU by the Users or, more generally, the violation of the law. 

8.2. Liability

The Company will be liable only for direct damages sustained by the Client but the Company’s liability shall not exceed the payment made by the Client under the ToU over the last twelve (12) month period. 

The Company shall not be liable for: 
- any indirect harm sustained by the Client, such as commercial damage, loss of order, customers, turnover, loss of opportunity or damage to the brand image of the Client;
- difficulties related to the internet and difficulties related to hosting and, more generally, any technical disruption that may occur on the Services, or on the connection to the Services for which the Company is not at fault, as the Company solely provides the Services;
- any errors or omissions in the Content, the User Content or in the conversation analysis. The Client is sole liable for any decision it will make upon the analysis. 

The Company reserves the right to interrupt the Services from time to time to carry out updates and maintenance of the Service, without any compensation or liability due to the Client. The Company will make reasonable efforts to arrange updates and maintenance outside of peak usage hours.

The Client are liable for:
- their access and use of the Services, in particular the use of the recording and analyzing conversation functionality, and the download of recordings;
- any misuse of the Services by its Users;
- their connection to internet and all related costs;
- the User Content, including the backup of User Content and;
-  any payment incident, such as late payment or failed direct debit transaction. 

8.3. Indemnification

The Client agrees to indemnify, defend and hold harmless the Company from all claims, liabilities and expenses (including reasonable attorney's fees) that arise from its or Users misuse of the Services in breach of the ToU or applicable laws. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Client. The Client shall cooperate in good faith with the Company in asserting any available defenses.

9. Miscellaneous

Right of withdrawal. The Services are intended for professional use only. As such, the Client, acting as professional and for the needs of its business activity and the agreement between the Company and the Client being a distance contract, acknowledges that the right of withdrawal is expressly excluded. 

Partial invalidity. If any provision of the ToU appear null or inapplicable to the parties, or is declared invalid or unenforceable by a court or other binding authority, the remaining terms (or parts), conditions and provisions shall continue to be valid and enforceable to the fullest extent permitted by law. The Company and the Client must then replace this provision by another provision of equivalent effect. 

Non-waiver. The fact that either party does not invoke the benefit of one of the stipulations of the ToU may never be considered or construed as a waiver of the benefit thereof. The waiver of a specific stipulation in a specific situation shall not constitute a general waiver of that stipulation, or a waiver of any other stipulations in another situation.

Force majeure. Force majeure event has the meaning sets forth in article 1218 of the French Civil Code. Neither party will have any liability, other than for overdue payment, for their failure to perform any of their contractual obligations arising out of or in connection with events of force majeure.

Assignment. The Company is entitled, in whole or in part, to assign its rights and obligations under the ToU to a third party at its own discretion, subject to prior notification of the Company.

Independence. The Company and the Client represent that they are and will remain, during the whole term of the ToU independent commercial and professional partners. Thus, they will act at all times fully independently from each other and no stipulation of the ToU shall create and may not be construed as creating for one of the parties any bond of subordination towards the other party.

Good faith. The Company and the Client covenant to always behave towards each other as loyal counterparties and to perform their obligations and exercise their rights in good faith.

Choice of Law and Dispute Resolution. The ToU shall be governed by and interpreted in accordance with the laws of France. 

TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, THE PARIS (FRANCE) COURTS SHALL HAVE JURISDICTION OVER ALL DISPUTES ARISING OUT OF OR IN CONNECTION WITH THE VALIDITY, INTERPRETATION, EXECUTION AND/OR BREACH OF THE TERMS OF USE AND OF THE SERVICES, REGARDLESS OF PLURALITY OF DEFENDANTS OR INDEMNIFICATION PROVISIONS.

Appendix 1 - Personal Data

1. Description of the processing of personal data carried out by the Company on behalf of the client

Purpose(s) of the processing: Provision of the Services. Including, enabling Users to:
- upload Google Meet Recording videos;
- share videos;
- comment videos.

‍Nature of the processing: Collection, organization, structuring, consultation, disclosure by transmission, dissemination or otherwise making available.

Categories of personal data: Identification data, data from interactions between users and their customers

Categories of data subjects: Client’s customers, Client’s employees

Duration of the processing: Duration of the Services

2. List of Sub-Processor(s) authorized