Last Updated on July 25th, 2025
These Terms of Service form a legal agreement between you and Groovin and governs your use of our Services as well as your rights and obligations in relation to that use.
About Groovin
Groovin SAS
RCS number 989 771 977
10 avenue des Grottes, 74500 Evian-les-Bains, France
Definitions
Groovin and the Customer are collectively referred to as the “Parties” and individually as a “Party”.
Capitalized terms shall have the meaning set forth to them either at the time of their first use or in the definition below.
“Affiliates” means any corporation or other entity that controls, is controlled by, or is under common control with a Party. A corporation or other entity will be deemed to control another if it owns or controls more than fifty percent (50%) of the voting stock or other ownership interest in the corporation or entity.
“Agreement” shall mean in decreasing order of priority, (i) the Order Form(s), (ii) the present Terms of Services, (iii) the “Data protection agreement” attached to these Terms of Service.
"Authorized User" means any person authorized by the Customer to use the Software or benefit from the Services, in accordance with the terms and conditions set forth in the Agreement.
"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. 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.
"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.
"Documentation" means the user guide and any other documentation relating to the configuration and use of the Software.
“Metric” shall mean the billing metric. The number of Authorized Users specified in the Order Form constitutes the Metric.
“Software” means the software solution provided by Groovin and referred to in the Order Form, including any Updates. The Software do not include Services or early release, beta versions or Evaluation Product, if any.
“Effective Date” means the date set forth in the Order Form, or failing this, the date of last signature of the Agreement by the Parties.
"Order Form" means a quotation or ordering document related to the Software or Services purchased by the Customer.
"Price" means the price set forth in the Order Form for the provision of the Software and Services.
“Services” means the services provided by Groovin to the Customer, including support and maintenance services and, as the case may be, training services or specific developments.
“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.
Purpose
The purpose of this Agreement is to set forth the conditions in which Groovin allows the Customer to access and use the Software and Services.
The Agreement supersedes any other previous agreement, letter, offer, or contractual document having the same purpose.
The Parties acknowledge and agree that the Customer'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
The Agreement shall enter into force on the Effective Date and continue for the subscription term set forth in the Order Form (the “Initial Term”).
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 term 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 term is on a yearly basis.
Use of the Software and Services
Configuration. The Customer shall be solely responsible for the implementing, setting and configuration of the Software and Services in accordance with the Documentation.
License. In consideration of the payment of the Price, Groovin grants the Customer a non-exclusive, non-transferable and non-sublicensable right to access and use the Software (i) for the sole purpose of its commercial activity, (ii) for the entire world, (iii) for the term of the Agreement, and (iv) within the Metric agreed in the Order Form. Nothing herein shall be deemed to grant Customer 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. All intellectual property rights not explicitly granted to Customer are reserved.
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 Client to Groovin at the following address: support@groovin.ai.
Suspension. Groovin reserves the right to suspend all or part of the Services and Customer’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 by the Customer or any Authorized User of this Agreement, (e) late payment by the Customer of more than ten (10) days from the payment due date. 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 Customer prior to any suspension.
Evaluation. If Customer is provided access to the Software and Services for evaluation purposes during a POC, the use of the Software or Services is only authorized for the period agreed for the POC in the Order Form. The Software is made available to Customer, solely for its business operations on an evaluation basis. Notwithstanding any other provision in the Agreement, the right to use the Software for evaluation purpose is provided “AS IS” without indemnification, support, service level credits, or warranty of any kind, expressed or implied.
Connectivity to Third-Party Software. Customer 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. Customer 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 Customer or Authorized Users. Groovin shall have no liability in the event that a Third-Party Software decides to block Customer’s or Authorized User’s accounts connected through Groovin’s Software or takes any action, (such as but not limited to restriction, ban or termination) against Customer’s or Authorized User’s due to their use of the Services.
Artificial Intelligence. Customer acknowledges that Groovin may train and use artificial intelligence (AI) technology and systems to analyse Customer Data. The IA is leveraged for the sole purpose of providing the Services, notably to help the Customer analyse the correspondence with its clients and prospects, suggest appropriate answers and identify potential actions to be taken. Groovin undertakes that IA 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 IA laws and regulations.
Intellectual Property
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 Customer, 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 Customer. No right or title to these elements shall be transferred to the Customer for any purpose whatsoever.
The Data remains the property of the Customer. 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.
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 license as per section 4.2.
Groovin will indemnify and hold Customer harmless from any damages against Customer 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.
This warranty is subject to the following conditions: Customer 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.
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.
Groovin shall have no further liability with respect to any alleged or proved infringement.
Prices and payment
In consideration of the license granted, Customer shall pay the Price set forth in the Order Form, for the full subscription term and as long as the Agreement is not terminated pursuant to Section 10 (Termination).
The Prices are in Euros, exclusive of all applicable taxes.
Hosting costs, support and maintenance of the Software are included in the Price.
Invoices are due upfront at the beginning of each subscription term (i.e each month), within 10 days of receipt. Any period of subscription commenced is due.
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.
In the event Customer’s use of the Software exceeds the Metric agreed in the Order Form, Customer will be invoiced and shall pay any additional fees at the then current prices, without limiting Groovin’s other rights and remedies pursuant to the Agreement.
Price revision. All Prices indicated in the Order are subject to annual revision, on the anniversary date of the Agreement’s Effective Date, by applying the following formula: P1 = P0 x (S1 / S0).
“P1” corresponds to the revised Price,
“P0” corresponds to the original contract price or last revised price,
“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.Evolution. Groovin reserves the right to change its prices at any time. 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 Price revision will be deemed accepted by the Customer, and the latter waives its right to terminate the Agreement for this reason.
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.
Customer obligations
The Customer acknowledges that the proper performance of the Agreement requires its cooperation. Therefore, Customer undertakes to cooperate in good faith with Groovin whenever necessary to facilitate the provision of the Services.
Customer may be requested to appoint a contact person among its personnel with appropriate skills to communicate with Groovin.
In addition, the Customer is responsible for ; (i) backing up its Data, (ii) its network accesses, systems and environments; (iii) ensuring that Authorized Users comply 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
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.
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 set forth in applicable Order Form when the subscription term is on a monthly basis, or (ii) the annual amount (excluding taxes) paid by the Customer for the provision of the Software or Service set forth in applicable Order Form when the subscription term is on a yearly basis.
When the Software is provided for evaluation purposes during a POC, Groovin’s liability towards the Customer for any damage whatsoever shall be limited to the amount of the POC or, if the POC is free, EUR 100.
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 Customer and/or a third party (other than a Groovin’s subcontractor); (iii) any content operated by the Customer, an Authorized User or a third party, including the Data through the Software ; (v) an event of force majeure.
The Customer uses the Software and Services under its sole responsibility and shall be solely responsible for the lawfulness of the Data.
Confidentiality
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.
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.
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.
Termination
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.
Groovin reserves the right to terminate the Agreement as of right and without notice in the event that the Customer acquires direct or indirect control, of a company competing with Groovin or falls under the control of a competing company.
Consequences. Upon termination of the Agreement for any reason whatsoever, (i) the Customer shall cease using the Services and (ii) Groovin shall delete all the Customer's Data from its systems within thirty (30) days following the date of termination.
Modification of the Services
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 Customer shall be notified in advance of any modifications of the Software and Services.
Miscellaneous
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 Customer either by registered mail at the Customer’s postal address provided in the Order Form or by email at the contact address provided by the Customer.
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.
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.
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.
Reference. The Customer 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.
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.
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.
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”, “Governing Law” and “Dispute resolution – Jurisdiction”.
Governing law. The Agreement is to be construed in accordance with and governed by the laws of France.
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.
