Terms of Service
Last Updated on Apr 23rd, 2026
These Terms of Service ("ToS") set forth how one can benefit from and use Groovin’s software and attached services, found at https://groovin.ai/.
About Groovin
Groovin SAS
10 avenue des Grottes, 74500 Evian-les-Bains, France
RCS number 989 771 977
VAT FR55989771977
Definitions
Capitalized terms shall have the meaning set forth to them either at the time of their first use or in the definition below.
1.1 “Agreement” shall mean in decreasing order of priority,
any custom order form signed between Groovin and a Customer, if it exists,
the present Terms of Services,
the “Data protection agreement” and Privacy Policy attached to these Terms of Service.
1.2 “Company Account” means the company-level account that consolidates the Users of a same organization and the Authorizations that have been granted by a Customer to their team members. It is directly linked to the CRM system used to connect to the Software and automatically created when the first User of an organization registers.
1.3 "Confidential Information" means non-public information that is disclosed by or on behalf of a Party for the performance of the Agreement, that is identified as confidential at the time of disclosure or should be reasonably understood to be confidential due to the nature of the information and/or the circumstances surrounding its disclosure, such as, but not limited to, technical information about the Software and the Services, Data, financial and commercial information exchanged between the Parties, login credentials to access the Software or testing platforms.
Notwithstanding the above, Confidential Information does not include information which, and solely to the extent it: (i) is generally available to the public other than as a result of a disclosure by the receiving Party or any of its representatives; (ii) was known or becomes known to the receiving Party from a source other than disclosing Party or its representatives without having violated any confidentiality agreement of the disclosing Party; (iii) is independently developed by the receiving Party without the use or benefit of any of the disclosing Party’s Confidential Information; or (iv) was disclosed by the disclosing Party to a third party without an obligation of confidence.
1.4 “Customer” means any individual who has created a Company Account with an ongoing Subscription to the Software and/or the Services, and who pays a Subscription fee,
1.5 "Data" means all information and data owned or operated by the Customer and processed by Groovin for the performance of this Agreement. The Data may contain personal data, which is processed in accordance with the “Data protection agreement” attached to the Terms of Service.
1.6 "Documentation" means the user guide and any other documentation relating to the configuration and use of the Software.
1.7 “Effective Date” means the starting date of the Trial Period or the date of Subscription.
1.8 “Authorization” means any authorization granted by a Customer, via their Company Account, to a User who is a member of their team, to give them access to the Software and Services in accordance with these ToS.
1.9 “Party” means Groovin or the Customer, who may also be collectively referred to as the “Parties”.
1.10 “Privacy Policy” means Groovin’s privacy policy, which sets forth the way the User’s personal Data is collected and processed when the Services and Software are used, according to GDPR regulations.
1.11 “Services” means the services provided by Groovin to the Users, including support and maintenance services and, as the case may be, training services or specific developments.
1.12 “Software” means the software solution provided by Groovin, including any Updates. The Software do not include Services or early release, beta versions or evaluation product, if any.
1.13 “Subscription” means the purchase via a Company Account of a paid subscription plan to access the Software.
1.14 “Subscription fee” means the Subscription price paid by the Customer to use the Software and benefit from the Services.
1.15 “Trial Period” means the 14-day period during which a Company Account and its related Users may access and use the Software and Services, free of charge. Trial Period runs from the day of Subscription until midnight on the 14th day.
1.16 “Updates” mean any successive version of the Software including one or more anomaly correction(s), technical improvements and/or functionalities provided by Groovin as part of the support Services.
1.17 “User” means any individual person accessing the Software and using the Services, whether as a member of a Company Account benefiting from a Trial Period, or as a member of a Customer team to which an Authorization has been granted.
Purpose
2.1 The purpose of this Agreement is to set forth the conditions in which Groovin allows the User to access and use the Software and Services.
2.2 The Agreement supersedes any other previous agreement, letter, offer, or contractual document having the same purpose.
2.3 The Parties acknowledge and agree that the User’s standard agreement or general terms and conditions shall not apply, even if they have been automatically or manually added to an order form or accepted in any way during an order placement or invoicing process.
Term of the Agreement between Groovin and the Customer
3.1 This section is not applicable to the Trial Period.
3.2 The Agreement shall enter into force on the Effective Date, for the subscription period (the “Initial Term”). During the Initial Term, it may not be terminated by either Party, except in the event of a contractual breach by either Party (see Article 11).
3.3 At the end of the Initial Term, the Agreement shall be automatically renewed for successive periods of the same duration as the Initial Term (“Renewal Period”), unless written notice to the contrary is given by a Party to the other as per the article “Notifications”, (i) at any time when the Subscription is on a monthly basis (ii) at least one (1) month before the end of the Initial Term or a Renewal Period when the Subscription is on a yearly basis.
Specific terms applicable to the Trial Period
4.1 The Agreement shall enter into force on the Effective Date and continue for the duration of the Trial Period.
4.2 At the end of the Trial Period, any person or entity with a Company Account will have the possibility to start paying a Subscription fee, thus becoming a Customer.
4.3 No term of the Agreement shall be construed as to grant any User of a Company Account the right to become a Customer at the end of the Trial Period. If Groovin believes that the User would not benefit from the Software and Services, or if Groovin has found the User to be operating in bad faith or violating the terms of the Agreement in any way, Groovin may, in its sole discretion, deny further access to the User.
Use of the Software and Services
5.1 Configuration. The User shall be solely responsible for the implementing, setting and configurating the Software and Services in accordance with the Documentation.
5.2 Access rights. In consideration of the payment of the Price, Groovin grants the Customer non-exclusive and non-transferable access rights to the Software (i) for the sole purpose of its commercial activity, (ii) for the entire world, (iii) and for the duration of the Agreement.
The same rights are granted, free of charge, for the duration of the Trial Period, to the User who created a Company Account.
Customer will be allowed to grant to its team members as many Authorizations as needed. Authorizations may be added at any time, and will be billed on a prorated basis for the ongoing billing period. Authorizations may be deleted at any time, but such deletion will only take effect at the beginning of the next billing period.
Customer remains exclusively liable for any act, fault or negligence resulting in a violation, by any User they have granted an Authorization to, of the terms of the Agreement
Nothing herein shall be deemed to grant User any right to license or to alter or modify the Software and Services in any manner and/ or reverse engineer, decompile, disassemble or otherwise copy or use the Software and Services. No intellectual property rights of whatever nature are transferred to Customer or Users.
5.3 Trial Period. The use of the Software or Services during the Trial Period is only authorized for the duration of the Trial Period. The Software is made available to the Company Account’s Users, solely for its business operations on a trial basis. Notwithstanding any other provision in the Agreement, the right to use the Software for trial purposes is provided “AS IS” without indemnification, support, service level credits, or warranty of any kind, expressed or implied.
5.4 Support. Groovin undertakes to correct any bug, anomaly or error within reasonable timeline and in all events as soon as possible from the notification sent by the User to Groovin at the following address: support@groovin.ai.
5.5 Suspension. Groovin reserves the right to suspend all or part of the Services and Customer’s or User’s access to the Software in the event of (a) a proven risk to the security of the Services and/or the Data, (b) scheduled maintenance, (c) a request from a competent administrative or judicial authority or if required by applicable law (d) a material breach of this Agreement by the User, (e) for a Customer, late payment of more than ten (10) days from the payment due date.
Groovin may suspend the Customer’s access to the Software and/or Services even if only one member of their team is responsible for the breach. The aforementioned suspensions do not relieve the Customer of its obligation to pay all amounts due under the Agreement. Groovin will do its best efforts to notify without undue delay User prior to any suspension.
5.6 Connectivity to Third-Party Software. User acknowledges that the use of the Software requires to connect or interoperate with or access third-party web-based applications or services which are not under Groovin’s control (“Third-Party Software”). Third-Party Software may be governed by terms and conditions established by such third party. Therefore, Groovin shall (i) have no liability for connectivity if any Third-Party Software are changed or discontinued by the respective third parties, (ii) not support, license, control, endorse or otherwise make any representations or warranties regarding any Third-Party Software. User acknowledges that Groovin’s Software is a gateway to connect to Third-Party Software and shall not be held liable for any use of the Services by the User. Groovin shall have no liability in the event that a Third-Party Software decides to block User’s accounts connected through Groovin’s Software or takes any action (such as but not limited to restriction, ban or termination) against Users due to their use of the Services.
Artificial Intelligence
User acknowledges that Groovin may train and use artificial intelligence (AI) technology and systems to analyse User Data. The AI is leveraged for the sole purpose of providing the Services, notably to help the User analyse the correspondence with its clients and prospects, suggest appropriate answers and identify potential actions to be taken. Groovin undertakes that AI technology will not provide any output that could constitute unlawful content, discrimination, bias or infringement of intellectual property rights. Groovin undertakes to comply with applicable AI laws and regulations.
Intellectual Property
7.1 Ownership. The Software and Services are Groovin’s exclusive property. Groovin remains the sole owner of the Software and of the intellectual property rights associated with it, including the Documentation, software, solutions, Updates, new versions and any component developed by Groovin and provided to the User, such as but not limited to any modification, improvement and derivative works based on these elements, even if they have been requested or suggested by the User. No right or title to these elements shall be transferred to the User for any purpose whatsoever.
7.2 The Data remains the property of the User. No right or title to the Data shall be transferred to Groovin for any purpose whatsoever, except for the authorization given to Groovin to process the Data in accordance with the provisions of this Agreement.
7.3 Representation and warranties. Groovin represents and warrants that it is the rightful owner of the Software and that it has the right to grant the access rights as per section 5.2.
7.4 Groovin will indemnify and hold User harmless from any damages against User as a result of a third-party claim alleging that the Software is a counterfeited product or infringes upon third- party’s copyright, trademark or a patent rights.
7.5 This warranty is subject to the following conditions: User shall (i) notify Groovin without delay of the third-party claim; (ii) let Groovin conduct the defense, at its own expense; (iii) reasonably cooperate with Groovin for such defense, (iv) never accept any amicable settlement without Groovin’s prior written authorization.
7.6 However, Groovin shall have no obligation if such third-party claim results from (i) the use of the Software or Services in combination with any other product or service provided by a third party; (ii) a modification of the Software not provided or authorized by Groovin; (iii) or the use of the Software in a manner not compliant by the Agreement or the Documentation.
7.7 Groovin shall have no further liability with respect to any alleged or proved infringement.
Subscription fee and payment
8.1 This section is not applicable to the Trial Period.
8.2 In consideration of the access rights granted, Customer shall pay a Subscription fee to access the Software and benefit for the Services. Such payment shall be continued as long as the Agreement is effective.
8.3 The Subscription fee is in Euros, exclusive of all applicable taxes.
8.4 Hosting costs, support and maintenance of the Software are included in the Subscription fee.
8.5 The Subscription fee increases with the number of Authorizations the Customer wishes to grant to members of their team. The Customer will be informed, upon choosing to add a new Authorization, of the updated fee to be paid once the Authorization is active. The fee increase will be prorated for the current billing period, and billed to Customer immediately. The Customer may also choose to remove an Authorization: such removal, and the resulting decrease in the Subscription fee, will take effect, at the next billing period.
Customer shall be liable for any Authorization granted or removed. It is therefore advised that Customer internally designates an Authorizations administrator with valid delegation of authority.
8.6 Invoices are due upfront at the beginning of each subscription term. Any period of subscription commenced is due.
8.7 Payments are non-refundable and non-creditable with no right of offset or suspension, except in case of error or as otherwise expressly provided in the Agreement. As an exception, in case the Agreement is terminated for a material breach of Groovin’s obligations, Customer shall be entitled to a prorated refund of any prepaid fees as from the termination effective date.
8.8 Revision. Subscription fees are subject to annual revision, on the anniversary date of the Agreement’s Effective Date, by applying the following formula: F1 = F0 x (S1 / S0).
“F1” corresponds to the revised fee,
“F0” corresponds to the last applicable Subscription fee between the Parties,
“S0” corresponds to the latest SYNTEC index published on the Effective Date, or the index used for the last revision,
“S1” corresponds to the latest index published on the Revision Date.
8.9 Evolution. Groovin reserves the right to change its prices at any time. Any price change will only apply to future billing periods, and after the expiration of the notice period. Prices already invoiced and paid will not be increased, except for indexation under the Subscription fee revision clause. Price changes are notified to the Customer with at least two (2) months' notice. If the Customer considers that the Price modifications are not acceptable, the Customer may terminate the Agreement by sending Groovin an email at support@groovin.ai referring to the present article, before the new pricing conditions come into force. In the absence of any termination notice from the Customer, the Subscription fee revision will be deemed accepted by the Customer, and the latter waives its right to terminate the Agreement for this reason.
8.10 Default and late payment. If any case of late or default payment, the Customer shall pay to Groovin the late fee penalty and legal interest rate set forth in French Commercial Code, without prejudice of Groovin’s right to suspend the Services.
User obligations
9.1 The User acknowledges that the proper performance of the Agreement requires its cooperation. Therefore, User undertakes to cooperate in good faith with Groovin whenever necessary to facilitate the provision of the Services.
9.2 User may be requested to appoint a contact person among its personnel with appropriate skills to communicate with Groovin.
9.3 In addition, the User is responsible for ; (i) backing up its Data, (ii) its network accesses, systems and environments; (iii) ensuring that any person benefitting from an Authorization complies with the provisions of the Agreement; (iv) keeping logging and credentials confidential ; (v) acquiring and maintaining, at its own expense, any software, equipment and telecommunications services that may be used in connection with the Services.
Liability
10.1 Each Party may only be held liable in the event of proven fault or negligence. Each Party’s liability shall be limited to direct damages, to the exclusion of all indirect damages of any kind whatsoever.
The Customer is liable for any action, fault, negligence or breach attributable to any User who is a member of their team and accesses the Software and/or Services via an Authorization paid for by the Customer.
10.2 In all events and regardless of the nature or basis of the action, the total liability of Groovin under this Agreement, for any damage whatsoever, shall be limited to (i) twelve times the monthly amount (excluding taxes) paid by the Customer for the provision of the Software or Services when the Subscription is on a monthly basis, or (ii) the annual amount (excluding taxes) paid by the Customer for the provision of the Software or Service when the Subscription is on a yearly basis.
10.3 Regarding the Trial Period, the total liability of Groovin under this Agreement, for any damage whatsoever incurred by the User, shall be limited to the amount the User would have paid for the duration of the Trial Period, if it had not been free of charge and Groovin’s standard pricing policy had applied.
10.4 In addition, Groovin shall not be liable for (i) the use of the Software in a manner not compliant with the Documentation, the Agreement or applicable law; (ii) delays, failures or non-performance caused by the User and/or a third party (other than a Groovin’s subcontractor); (iii) any content operated by the User or a third party, including the Data through the Software ; (v) an event of force majeure.
10.5 The User uses the Software and Services under its sole responsibility and shall be solely responsible for the lawfulness of the Data.
Confidentiality
11.1 Each Party shall protect the other Party’s Confidential Information using the same degree of care used to protect its own confidential information, but in no event less than a reasonable degree of care.
11.2 The receiving Party shall not (i) use Confidential Information for any purpose outside the scope of this Agreement, or (ii) voluntarily disclose Confidential Information except to employees, contractors and agents on a need-to-know basis. Notwithstanding the foregoing, a Party may disclose the other Party’s Confidential Information to the extent that it is required to be disclosed in accordance with an order or requirement of a court, administrative agency or other governmental body, provided that such Party, to the extent permitted by law, provides the other Party with prompt notice of such order or requirement in order that it may seek a protective order.
11.3 Each Party’s confidentiality obligations hereunder will continue for a period of five (5) years following any termination of the Agreement, provided, however, that each Party’s non-disclosure obligations will survive the termination of this Agreement thereafter with respect to, and for so long as, any Confidential Information continues to be a trade secret under applicable law, or is required to be kept confidential under data protection laws and regulations.
Termination
12.1 In the event of a breach by a Party of any of its obligations hereunder, which is not remedied within thirty (30) calendar days after written notice thereof, the Agreement shall be terminated as of right, without prejudice to any right and remedies the other Party may have.
12.2 Groovin reserves the right to terminate the Agreement as of right and without notice in the event that the User acquires direct or indirect control, of a company competing with Groovin or falls under the control of a competing company.
12.3 Consequences. Upon termination of the Agreement for any reason whatsoever, (i) the User shall cease using the Services, (ii) Groovin shall delete all the User’s Data from its systems within thirty (30) days following the date of termination.
User remains solely responsible for downloading their Data before its deletion. Groovin shall not be liable if User incurs any loss of Data because of their negligence to download it in a timely manner.
Provision and modification of the Services
The Services will be provided with reasonable skill and care. Groovin reserves the right to modify the Software and Services, provided that it maintains a level of security, quality and performance at least equivalent to the previous level. The User shall be notified in advance of any modifications of the Software and Services.
Miscellaneous
14.1 Notifications. Any claim or notice of termination should be sent to Groovin, by email at the following address: support@groovin.ai. Any claim or notice of termination should be sent to User either by registered mail at the User’s postal address provided or by email at the contact address provided by the User during Subscription.
14.2 Subcontracting. Groovin is allowed to subcontract all or part of the Services to subcontractors with the appropriate skills. In all events, Groovin remains responsible for the proper performance of the Agreement. On request, Groovin will provide details of any sub-contractors to Customer.
14.3 Assignment. This Agreement may not be assigned or otherwise transferred by either Party without the prior written consent of the other Party, which consent will not be unreasonably withheld.
14.4 Relationship. The relationship of the Parties is that of independent contractors. Nothing in this Agreement shall be construed as constituting venture, employment, association, franchise, partnership, or agency between the Parties for any purpose whatsoever.
14.5 Reference. The User hereby grants Groovin the right to use and display its name, trademarks and logos as a business reference in its press releases, brochures, on its website or at client presentations, conferences and trade fairs.
User therefore grants Groovin a non-exclusive, non-transferable and non-sublicensable right to use and display its name, trademarks and logos (i) on any promotional material, be it physical or dematerialized; (ii) for the sole purpose of its commercial activity, (iii) for the entire world, and (iv) for the legal duration of the corresponding intellectual property rights and/ or titles.
14.6 Severability. If any of the provisions herein are held to be invalid or declared invalid pursuant to any law, regulation or final decision of a competent court, they shall be deemed to be unwritten. The other provisions shall remain in full force and effect.
14.7 Electronic signature and evidence. The Agreement may be executed through electronic signature technology that complies with applicable law governing the electronic signature. The electronic signature shall have the same validity, legal effect and admissibility in evidence as an original handwritten signature.
14.8 Survival. Expiration or termination of the Agreement for any reason whatsoever shall not affect in any way the survival of any right, duty or obligation of either Party hereto which is intended to survive such termination, in particular sections “Liability”, “Confidentiality”, “Intellectual Property”, “Reference”, “Governing Law” and “Dispute resolution – Jurisdiction”.
14.9 Governing law. The Agreement is to be construed in accordance with and governed by the laws of France.
14.10 Dispute Resolution — Jurisdiction. Should any dispute arise in relation to the performance, terms or termination of the Agreement, the Parties shall endeavour to reach an amicable solution to their dispute. If they are unable to do so within thirty (30) days following notification of the dispute, the Parties may submit the dispute to the exclusive jurisdiction of Lyon.
