Terms of Use

Thank you for your interest in Azendoo! This document explains the terms by which you may subscribe and use our free or paid Service.

Before using our Services, you are required to read and agree to these terms. You may only create an Azendoo account after accepting these terms. The column on the right is here to explain and is not legally binding.

Acceptance Of Terms

We invite you to access our web sites and use our Services (as defined below). Please note that your invitation is subject to your review and agreement with certain terms and conditions. These terms and conditions are set forth in this document.

By accepting these terms and conditions, either by clicking a box indicating your acceptance or by filling a Purchase Order that references this agreement, you agree to all its terms. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms "you" or "your" shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with all terms of this agreement, you must not accept these terms and conditions and may not use the Services.

You may not access the services if you are our direct competitor, except with our prior written consent. In addition, you may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

These terms and conditions were last update on February 1st, 2012 and are effective between you and us as of the date of you accepting them.

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Definitions

« Affiliate» means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

« Malicious Code » means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

« Purchase Oder » means the documents for placing an order to us. By sending an order to us, you agree to be bound by the terms and conditions hereunder.

« Services » mean the online web application Azendoo, accessible from www.azendoo.com or www.azendoo.fr , that you can use to collaborate and store, search synchronize information or tasks. Services refer to both a) the free use (with limited functionalities) and b) the paid version (activated after reception of a Purchase Order), including associated offline or online components, but excluding Third Party Applications.

« Subscribed Services » mean Services that you or your Affiliates use after sending a Purchase Order, as distinguished from those provided pursuant to a free trial.

« Third Party Applications » mean online or offline applications and web services. They are provided by external entities or individuals and interoperate and communicate with our Services.

« Users » means individuals who are authorized by you to use the Services, for whom subscriptions to a Service have been ordered, and who have been supplied user identifications and passwords by you (or by us at your request). Users may include but are not limited to your employees, consultants, contractors and agents, and third parties with which you transact business.

« We », « us » or « our » means the Azendoo SAS company, located 87 Quai des Queyries, 33100 Bordeaux, France and registered to RCS de Bordeaux with number B 528 725 922.

« Your Data » means all data or electronic information submitted by You to the subscribed Services.

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Subscribed services / Services description

Unless otherwise indicated in the Purchase Order, (a) Services are subscribed as Users subscription and may be accessed by no more than the specified number of Users, (b) additional User subscriptions may be added during the applicable subscription term at the same pricing as that for the pre-existing subscriptions thereunder, prorated for the remainder of the subscription term in effect at the time the additional User subscriptions are added, and (c) the added User subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated Users only and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require on-going use of the Services.

You agree that your purchase of Subscribed Services hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by us regarding future functionality or features.

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Customer network administration

Each customer may have one or many individuals responsible for the use of the Service and for the account settings (the « Administrator »). In case the Administrator is unavailable, Users are responsible for the use of the service according to these terms and conditions.

From time to time, Users may be asked to confirm their account on the network via an email message containing a hyperlink to the User’s network email address. If such account is not reconfirmed, the account is removed. Once a User is removed from a network, the content of that User remains on the network and is the sole property of the company that administers that network.

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Our responsibilities on the use of the services

We shall: (i) provide Our basic support for the Subscribed Services to you at no additional charge, and/or upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the Subscribed Services available 24 hours a day, 7 days a week, except for: (a) planned downtime or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), Internet service provider failures or delays, or denial of service attacks, and (iii) provide the Subscribed Services only in accordance with applicable laws and government regulations. Some Subscribed Services can include limitations such as, for example, a storage limit.

By using our Services you provide us with information and documents that remain your entire property. As set forth by our privacy policy, we may not claim any property right regarding these. This agreement does not grant us any right to use your intellectual property or stored information, other than those limited rights required for:

  • (i) the execution of the Services
  • (ii) the contributions related to ideas and suggestions as it is described hereafter

The Services provide you with functionalities to share information and tasks with others, including outside of your organization network. Users can access and use information to alter them (for instance copy them, modify them, share them further). Be very careful about the information you choose to share and make public. We take no responsibility and assume no liability for any User content that you or any other Users or third parties post or send over the Service.

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Your responsibilities on the use of the services

You shall (i) be responsible for Users’ compliance with these terms and conditions, (ii) be responsible for the accuracy, quality and legality of your data and of the means by which you acquired your data, (iii) accept that you are responsible for your conduct and the conduct of all the Users registered in your account as well as for all the content that is created, shared, stored of displayed by anyone using the Service in your account, (iv) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify us promptly of any such unauthorized access or use, (v) use the Services only in accordance with the applicable laws and government regulations.

    Finally (vi) you shall not:
  • make the Services available to anyone other than Users;
  • sell , resell or lease the Services;
  • use the Services to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;
  • use the Services to store or transmit Malicious Code;
  • nterfere with or disrupt the integrity or performance of the Services or third-party data contained therein;
  • attempt to gain unauthorized access to the Services or their related systems or networks.

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Third party providers

Any acquisition by you of Third Party Applications or complementary consulting services, are concluded solely between you and applicable provider.
We do not warrant or support Third Party Applications or services, whether or not they are designated by us as “certified” or otherwise, except as specified in a Purchase Order. No purchase of Third Party Applications or services is required to use the Services except a supported computing device, operating system, Internet connection and a web browser, with no warranty in terms of past and future supported browser.
If you install or enable Third Party Applications for use with the Services, you acknowledge that we may allow providers of those Third Party Applications to access your data as required for the interoperation of such Third Party Applications with the Services. We shall not be liable for

  • (i) any disclosure, modification or deletion of your data resulting from any such access by Third Party Applications or service providers.
  • (ii) the shutdown of API provision by Third Party Applications providers, in which case we may cease providing such Service feature on reasonable terms, We may cease providing such Service features without entitling You to any refund, credit, or other compensation.

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Fees and payment for subscribed services

You shall pay all fees specified in all Purchase Orders hereunder. Except as otherwise specified herein or in a Purchase Order, (i) fees are calculated and payed in Euros (ii) fees are based on services purchased and not actual usage, (iii) payment obligations are non-cancelable and fees paid are non-refundable, and (iv) the number of User subscriptions purchased cannot be decreased during the relevant subscription term stated on the Purchase Order. User subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for User subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the subscription term.
You will provide us with valid and updated credit card information, or with a valid Purchase Order or alternative document reasonably acceptable to us. If you provide credit card information to us, You authorize us to charge such credit card for all Services listed in the Purchase Order for the initial subscription term and any renewal subscription term(s). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Purchase Order. If the Purchase Order specifies that payment will be by a method other than a credit card, we will invoice you in advance and otherwise in accordance with the relevant Purchase Order. Unless otherwise stated in the Purchase Order, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to us, and notifying us of any changes to such information.
If any charges are not received from you by the due date, then at our discretion, (a) such charges may accrue late interest of the outstanding balance per month, at the maximum rate permitted by law, from the date such payment was due until the date paid, and/or (b) We may condition future subscription renewals and Purchase Order on payment terms shorter than those previously applied, (c) restrict or suspend access to the Services.

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Exclusive property rights

Except for your User Content, the Service and its materials, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and music and all Intellectual Property Rights related thereto, are our exclusive property and that of our licensors.

We appreciate receiving from you some comments or ideas about the Service ( Feedback ) or through any third party service application (twitter @Azendoo ) including without limitation about how to improve the Service. By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, that we are free to disclose the Ideas on a non-confidential basis to anyone or otherwise use the ideas without any additional compensation to you. You acknowledge that, by acceptance of your submission, we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from sources other than you.

You shall not (i) create derivate works based on the Services except as authorized herein (ii) copy, frame or mirror any part or content of the Services, other than copying or framing on your own intranets or otherwise for your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services In the agreement that binds us, we acquire no right, title or interest from you or your licensors under this agreement in or to your data, including any intellectual property rights therein.

By using our Services, you grant us the rights to list or display your organization’s name on our website and all marketing tools, as well as acknowledge that we may use it as reference or testimonial. If you do not wish to have your organization’s name used or displayed, you may send us a request at contact@azendoo.com in order to withdraw it.

We shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by you, including Users, relating to the operation of the Services.

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Confidentiality

As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include your Data; Our Confidential Information shall include the Service.

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Warranties and Disclaimers

Each party warrants (i) that it has validly entered into this agreement and has legal power to do so and (ii) that it will not transmit Malicious Code to the other party (in the exception of Malicious Codes that would have been transmitted by the other party).

Except as expressly provided herein, neither party makes any warranties of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any warranties of merchantability or fitness for a particular purpose, to the maximum extent permitted by applicable law.

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Limitation of liability

You expressly understand and agree that we, our subsidiaries, affiliates and licensors, and our and their respective officers, employees, agents, shall not be liable to you for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, cover or other intangible losses (even if we has been advised of the possibility of such damages) resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or service purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorized access to or the loss, corruption or alteration of your transmissions, content or data; (iv) statements or conduct of any third party on or using the service; (v) our actions or omissions in reliance upon your account information and any changes thereto or notices received therefrom; (vi) your failure to protect the confidentiality of any passwords or access rights to your account information; (vii) the acts or omissions of any third party using the service; (viii) any advertising content or your purchase or use of any advertised product or service; (ix) the termination of your account in accordance with the terms of these terms of service; or (x) any other matter relating to the service.

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Duration of the contract/Termination of the contract

This agreement commences on the date you accept it and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated.

All User subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any such renewal term shall be the same as that during the prior term unless we have given you written notice of a pricing increase at least 30 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter.

Upon request by You made within 90 days after the effective date of termination of a purchased Services Subscription, We will make available to You for download a file of your data along with attachments in their native format. After such 90-day period, we shall have no obligation to maintain or provide any of your data and shall thereafter, unless legally prohibited, delete all of your data in our systems or otherwise in our possession or under our control.

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General terms

These terms and conditions and the relationship between you and us shall be governed by the laws of France without regard to its conflict of law provisions.

Should you have any question regarding this agreement or wish to check your personal information, inform us of any change or change your details, don’t hesitate to contact us by email at contact@azendoo.com or by mail to the following address: Azendoo SAS, 87 Quai des Queyries, 33100 Bordeaux, France.

This agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction.

We reserve the right to amend these terms and conditions at any time and without notice. If we do this, we will post the amended terms and conditions on our websites (www.azendoo.com and www.azendoo.fr ). Your continued use of the Service after any such changes constitutes your acceptance of the new terms and conditions. If you do not agree to any of these terms or any future terms and conditions, do not use or access (or continue to access) the Service. This agreement applies to all visitors or users who access the Service.

This Agreement, including all exhibits and addenda hereto and all Purchase Orders, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

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Last updated on February 1, 2012