Terms of Service

The Service

1. Service Description

   Resonoon owns and provides a cloud-based artificial-intelligence service offering agents for customer support, sales, and user engagement (the “Service”). Anything the Customer (including Users) configures, customises, uploads, or otherwise utilises through the Service is considered a “User Submission.” Customer is solely responsible for all User Submissions it contributes to the Service. Additional terms regarding User Submissions, including ownership, are in Section 8.2 below. The Service may include templates, scripts, documentation, and other materials that assist Customer in using the Service (“Resonoon Content”). Customers will not receive or have access to the underlying code or software of the Service (collectively, the “Software”) nor receive a copy of the Software itself.
   

2. Customer’s Subscription

   Subject to the terms of this Agreement, Customer may purchase a subscription to, and has the right to access and use, the Service as specified in one or more ordering screens agreed upon by the parties through Resonoon’s website or service portal that reference this Agreement and describe the business terms related to Customer’s subscription (“Order(s)”). All subscriptions are for the period described in the applicable Order (“Subscription Period”). Use of and access to the Service is permitted only for individuals authorised by the Customer and solely for Customer’s own internal business purposes, not for the benefit of any third party (“Users”).
   

3. Resonoon’s Ownership

   Resonoon owns the Service, Software, Resonoon Content, Documentation, and anything else provided by Resonoon to the Customer (collectively, the “Resonoon Materials”). Resonoon retains all rights, title, and interest (including all intellectual-property rights) in and to the Resonoon Materials, all related and underlying technology, and any updates, enhancements, modifications, or fixes thereto, as well as all derivative works of or modifications to any of the foregoing. No implied licences are granted under this Agreement, and any rights not expressly granted to the Customer are reserved by Resonoon.
   

4. Permissions

   The Service includes customisable settings allowing Users to grant permissions to other Users to perform various tasks within the Service (“Permissions”). It is solely the Customer’s responsibility to set and manage all Permissions, including determining which Users can set such Permissions. Accordingly, Resonoon has no responsibility for managing Permissions and no liability for Permissions set by the Customer and its Users. The Customer may provide access to the Service to its Affiliates, in which case all rights granted and obligations incurred under this Agreement shall extend to such Affiliates. The Customer represents and warrants it is fully responsible for any breaches of this Agreement by its Affiliates and has the authority to negotiate this Agreement on behalf of its Affiliates. The Customer is also responsible for all payment obligations under this Agreement, regardless of whether the use of the Service is by the Customer or its Affiliates. Any claim by an Affiliate against Resonoon must be brought by the Customer, not the Affiliate. An “Affiliate” of a party means any entity directly or indirectly controlling, controlled by, or under common control with that party, where “control” means the ownership of more than fifty per cent (50 %) of the voting shares or other equity interests.
   

Restrictions

1. Customer’s Responsibilities

   The Customer is responsible for all activity on its account and those of its Users, except where such activity results from unauthorised access due to vulnerabilities in the Service itself. The Customer will ensure its Users are aware of and comply with the obligations and restrictions in this Agreement, bearing responsibility for any breaches by a User.
   

2. Use Restrictions

   The Customer agrees not to, and not to permit Users or third parties to, directly or indirectly:
   (a) modify, translate, copy, or create derivative works based on the Service;
   (b) reverse engineer, decompile, or attempt to discover the source code or underlying ideas of the Service, except as permitted by law;
   (c) sublicence, sell, rent, lease, distribute, or otherwise commercially exploit the Service;
   (d) remove proprietary notices from the Service;
   (e) use the Service in violation of laws or regulations;
   (f) attempt unauthorised access to or disrupt the Service;
   (g) use the Service to support products competitive to Resonoon;
   (h) test the Service’s vulnerability without authorisation.
   If the Customer’s use of the Service significantly harms Resonoon or the Service’s security or integrity, Resonoon may suspend access to the Service, taking reasonable steps to notify the Customer and resolve the issue promptly.
   

3. API Access Restrictions

   Resonoon may provide access to APIs as part of the Service. Resonoon reserves the right to set and enforce usage limits on the APIs, and the Customer agrees to comply with such limits. Resonoon may also suspend or terminate API access at any time.
   

Third-Party Services

Financial Terms

1. Fees

   Customers are required to pay for access to and use of the Service as detailed in the applicable Order (“Fees”). All Fees will be charged in the currency stated in the Order or, if no currency is specified, in euros. Payment obligations are non-cancellable and, except as explicitly stated in this Agreement, Fees are non-refundable. Resonoon reserves the right to modify its Fees or introduce new fees at its discretion. Customers have the option not to renew their subscription if they disagree with any revised fees.
   

2. Payment

   Resonoon, either directly or through its third-party payment processor (“Payment Processor”), will bill the customer for the Fees using the credit card, SEPA direct-debit, or other payment information provided by the customer. Resonoon reserves the right to charge the customer’s payment method for any services provided under the Order, including recurring Fees. It is the customer’s responsibility to ensure that Resonoon has current and accurate payment information. Failure to provide accurate information may lead to a suspension of access to the Services. Resonoon also reserves the right to offset any Fees owed by the customer. If the customer pays through a Payment Processor, such transactions will be subject to the Payment Processor’s terms, conditions, and privacy policies, in addition to this Agreement. Resonoon is not responsible for errors or omissions by the Payment Processor. Resonoon reserves the right to correct any errors made by the Payment Processor, even if payment has already been requested or received. If the customer authorises, through accepting an Order, recurring charges will be automatically applied to the customer’s payment method without further authorisation until the customer terminates this Agreement or updates their payment method.
   

3. Taxes

   Fees do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes, imposed by any jurisdiction (collectively, “Taxes”). Customers are responsible for paying all Taxes associated with their purchases. If Resonoon is obligated to pay or collect Taxes for which the customer is responsible, Resonoon will invoice the customer for such Taxes unless the customer provides Resonoon with a valid tax-exemption certificate authorised by the appropriate taxing authority beforehand. For clarity, Resonoon is solely responsible for taxes based on its income, property, and employees.
   

4. Failure to Pay

   If a customer fails to pay any Fees when due, Resonoon may suspend access to the Service until overdue amounts are paid. Resonoon is authorised to attempt charging the customer’s payment method multiple times if an initial charge is unsuccessful. If a customer believes they have been incorrectly billed, they must contact Resonoon within sixty (60) days from the first billing statement showing the error to request an adjustment or credit. Upon receiving a dispute notice, Resonoon will review and provide the customer with a written decision, including evidence supporting this decision. If it is determined that the billed amounts are due, the customer must pay these amounts within ten (10) days of receiving Resonoon’s written decision.
   

Term and Termination

1. Agreement Term and Renewals

   Subscriptions to access and use Resonoon’s Service commence on the start date specified on the applicable Order (“Subscription Start Date”) and continue for the duration of the Subscription Period. Customers may opt not to renew their Subscription Period by notifying Resonoon at (provided that Resonoon confirms such cancellation in writing) or by modifying their subscription through the customer’s account settings within the Service. This Agreement takes effect on the first day of the Subscription Period and remains effective for the duration of the Subscription Period stated on the Order, including any renewals and any period that the Customer is using the Service, even if such use is not under a paid Order (“Term”). If this Agreement is terminated by either party, it will automatically terminate all Orders. If a Customer cancels or chooses not to renew their paid subscription to the Service, the Customer’s subscription will still be accessible but will automatically be downgraded to a version of the Service with reduced features and functionality that Resonoon offers to unpaid subscribers (“Free Version”). Should this Agreement be terminated by either Resonoon or the Customer, or should the Customer delete its workspace within the Service, access to the Free Version will be revoked.
   

2. Termination

   Either party may terminate this Agreement with written notice to the other party if the other party materially breaches this Agreement and such breach is not cured within thirty (30) days after receipt of such notice. Resonoon may terminate a Customer’s access to the Free Version at any time upon notice.
   

3. Effect of Termination

   If the Customer terminates this Agreement due to an uncured breach by Resonoon, Resonoon will refund any unused, prepaid Fees for the remainder of the then-current Subscription Period. If Resonoon terminates this Agreement due to an uncured breach by the Customer, the Customer will pay any unpaid Fees covering the remainder of the then-current Subscription Period after the date of termination. No termination will relieve the Customer of the obligation to pay any Fees payable to Resonoon for the period prior to the effective date of termination. Upon termination, all rights and licences granted by Resonoon will cease immediately, and the Customer will lose access to the Service. Within thirty (30) days of termination for cause, upon the Customer’s request, or if the Customer deletes its workspace within the Service, Resonoon will delete the Customer’s User Information, including passwords, files, and submissions, unless an earlier deletion is requested in writing. For Customers using the Free Version, Resonoon may retain User Submissions and User Information to facilitate continued use. Resonoon may delete all User Submissions and User Information if an account remains inactive for more than one (1) year.
   

4. Survival

   Sections titled “Resonoon’s Ownership”, “Third-Party Services”, “Financial Terms”, “Term and Termination”, “Warranty Disclaimer”, “Limitation of Liability”, “Confidentiality”, “Data” and “General Terms” will survive any termination or expiration of this Agreement.
   

Warranties and Disclaimers

1. Warranties

   Customers represent and warrant that all User Submissions submitted by Users comply with all applicable laws, rules, and regulations.
   

2. Warranty Disclaimer

   EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND RESONOON EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMERS ACKNOWLEDGE THAT RESONOON DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES, SO THE FOREGOING DISCLAIMERS MAY NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
   

Limitation of Liability

Confidentiality

1. Definition

   Each party (the “Receiving Party”) recognises that the other party (the “Disclosing Party”) may share business, technical, or financial information pertaining to the Disclosing Party’s operations that, due to the nature of the information and the context of disclosure, is reasonably considered confidential (“Confidential Information”). For Resonoon, Confidential Information includes non-public details about features, functionality, and performance of the Service. For Customers, Confidential Information comprises User Information and User Submissions. This Agreement, along with all related Orders, is considered Confidential Information of both parties. However, Confidential Information does not include information that:
   (a) becomes publicly available without breaching any duty to the Disclosing Party;
   (b) was known to the Receiving Party before disclosure without breaching any duty;
   (c) is received from a third party without breaching any duty; or
   (d) was independently developed by the Receiving Party without using the Disclosing Party’s Confidential Information.
   

2. Protection and Use of Confidential Information

   The Receiving Party must:
   (a) protect the Disclosing Party’s Confidential Information with at least the same degree of care it uses for its own similar information, but no less than a reasonable level of care;
   (b) restrict access to Confidential Information to personnel, affiliates, subcontractors, agents, consultants, legal advisors, financial advisors, and contractors (“Representatives”) who need this information in relation to this Agreement and who are bound by confidentiality obligations similar to those in this Agreement;
   (c) not disclose any Confidential Information to third parties without prior written consent from the Disclosing Party, except as expressly stated herein; and
   (d) use the Confidential Information solely to fulfil obligations under this Agreement.
   This does not prevent sharing of Agreement terms or the other party’s name with potential investors or buyers under standard confidentiality terms.
   

3. Compelled Access or Disclosure

   If required by law, the Receiving Party may access or disclose the Disclosing Party’s Confidential Information, provided that it notifies the Disclosing Party in advance (when legally permissible) and offers reasonable help, at the Disclosing Party’s expense, if the Disclosing Party wants to contest the disclosure.
   

4. Feedback

   Customers may occasionally offer feedback on the Service (“Feedback”). Resonoon may choose to incorporate this Feedback into its services. Customers grant Resonoon a royalty-free, worldwide, perpetual, irrevocable, fully transferable, and sublicensable licence to use, disclose, modify, create derivative works from, distribute, display, and exploit any Feedback as Resonoon sees fit, without any obligation or restriction, except for not identifying the Customer as the source of Feedback.
   

Data

1. User Information

   Customers and their Users must provide information like names, email addresses, usernames, IP addresses, browsers, and operating systems (“User Information”) to access the Service. Customers authorise Resonoon and its subcontractors to store, process, and retrieve User Information as part of the Service usage. Customers guarantee they have the necessary rights to provide User Information to Resonoon for processing as described in this Agreement. Customers are liable for their User Information and any unauthorised use of their credentials.
   

2. User Submissions

   Customers grant Resonoon a non-exclusive, worldwide, royalty-free, transferable licence to use, process, and display User Submissions solely to provide the Service. Beyond the rights granted here, Customers retain all rights to User Submissions, with no implied licences under this Agreement.
   

3. Service Data

   Resonoon collects data on Service performance and operation (“Service Data”) as Customers use the Service. Provided Service Data is aggregated and anonymised, without disclosing any personal information, Resonoon can use this data freely. Resonoon owns all rights to Service Data, but will not identify Customers or Users as its source.
   

4. Data Protection

   Resonoon maintains reasonable security practices to protect Customer Data, including User Submissions and User Information. Nonetheless, Customers are responsible for securing their systems and data. Resonoon processes all Customer Data in accordance with its Data Processing Agreement, available at https://resonoon.com/privacy-policy
   

General Terms

1. Publicity

   With prior written consent from the Customer, Resonoon is allowed to identify the Customer and use and display the Customer’s name, logo, trademarks, or service marks on Resonoon’s website and in Resonoon’s marketing materials.
   

2. Force Majeure

   Resonoon shall not be liable for any failure or delay in performing its obligations hereunder caused by events beyond its reasonable control, including but not limited to failures of third-party hosting or utility providers, strikes (excluding those involving Resonoon’s employees), riots, fires, natural disasters, wars, terrorism, or government actions.
   

3. Changes

   Resonoon acknowledges that its Service is an evolving, subscription-based product. To enhance customer experience, Resonoon reserves the right to make modifications to the Service. However, Resonoon commits to not materially reducing the core functionality provided to Customers. Resonoon may modify the terms of this Agreement unilaterally, provided that Customers are notified at least thirty (30) days before such changes take effect, with changes posted prominently, for example, on the Resonoon website terms page.
   

4. Relationship of the Parties

   This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between Resonoon and the Customer. Both parties are independent contractors.
   

5. No Third-Party Beneficiaries

   This Agreement is strictly between Resonoon and the Customer. It is not intended to benefit any third party, nor shall any third party have the right to enforce any of its terms.
   

6. Email Communications

   Notices under this Agreement will be communicated via email, although Resonoon may choose to provide notices through the Service instead. Notices to Resonoon must be directed to , while notices to Customers will be sent to the email addresses provided by them through the Service. Notices are considered delivered the next business day after emailing or the same day if provided through the Service.
   

7. Amendment and Waivers

   No modifications to this Agreement will be effective unless in writing and signed or acknowledged by authorised representatives of both parties. Neither party’s delay or failure to exercise any right under this Agreement will be deemed a waiver of that right. Waivers must also be in writing and signed by the party granting the waiver.
   

8. Severability

   Should any provision of this Agreement be found unlawful or unenforceable by a court, it will be modified to the minimum extent necessary to make it lawful or enforceable, while the remaining provisions continue in full effect.
   

9. Assignment

   Neither party may assign or delegate their rights or obligations under this Agreement without the other party’s prior written consent, except that Resonoon may do so without consent in cases of mergers, acquisitions, corporate reorganisations, or sales of substantially all assets. Any unauthorised assignment will be void. This Agreement binds and benefits the parties, their successors, and permitted assigns.
   

10. Governing Law and Venue

    This Agreement will be governed by and construed in accordance with the laws of France. Any disputes arising under this Agreement will be resolved in the courts of Lyon, France, to which both parties consent to jurisdiction and venue. Each party waives any right to a jury trial for disputes arising under this Agreement. The prevailing party in any enforcement action is entitled to recover its reasonable costs and attorney fees.
    

11. Entire Agreement

    This Agreement, including any referenced documents and Orders, constitutes the full agreement between Resonoon and the Customer, superseding all prior discussions, agreements, and understandings of any nature.