Terms of Service

Last updated October 3, 2022

In these Terms of Service, "Customer", “you” or “your” refer to the natural person acting as a professional or company, using the Services by subscribing to the Services or creating an account; “we”, “us” or “our” means TakeTurns, Inc., a Delaware corporation (if you are located in United States, Canada or Mexico (“North America”) otherwise TakeTurns SAS, a French company (if you are located outside of North America), and in each case (as the context suggests) its stockholders, members, managers, directors, officers, employees, agents, representatives, affiliates, contractors, service providers, and/or designees; “both of us” means both you and us; “Agreement” means the Terms of Service and the Services Order together; “End Users” means the persons effectively using the Services an employee of the Customer; “Mobile App” means our downloadable app available through relevant app stores; “PII” means personally identifiable information as defined under applicable data privacy regulations; “Privacy Policy” means the privacy policy located at https://help.taketurns.app/en/privacy-policy , “Services” means the Web App or the mobile applications (the “Mobile App”) provided by us through taketurns.app and associated sub-domains; “Web App” means the application provided at taketurns.app and associated sub-domains; and “Terms of Service” or “TOS” means this Terms of Service and other documents incorporated herein by reference. 

Description Of The Services 

TakeTurns is an application that improves how you collaborate with external parties. In TakeTurns you and your external parties collaborate on documents and files in a turn-by-turn fashion. The Services are described at https://help.taketurns.app/en/

Rights To Use The Services

You acquire the right to access and use the Services on a personal, non-transferable and non-exclusive basis, subject to this TOS by submission of Services Order(s) and payment of amounts due thereunder specifying the type, quantity and term of usage (“Subscription Period”) for such use, as of result of which you are entitled to the rights and services set forth in these TOS. “Services Order” means the web form, Services Order or other document specifying the kind and quantity of Services and the related Subscription Period, submitted by you and accepted by us (which may be electronically). 

Notwithstanding the foregoing, we may refuse to accept any Services Order, or renew any Subscription Period, for any reason or for no reason.

Use Of The Services

You recognize that the Services is intended to facilitate collaboration between End Users. You acknowledge that we cannot, and do not intend to, screen communication in advance for accuracy or conformance to these terms or any laws. However, we may elect, at our sole discretion, to monitor some, all, or none of the Services’ areas for adherence to this TOS or applicable law. Any conduct by an End User that in our sole discretion restricts or inhibits any other End User from using the Services or another service shall entitle us to immediately terminate usage and access without notice.

Without limiting the foregoing, you agree that you will NOT do any of the following: (i) use our Services for illegal purposes; (ii) use our Services to transmit anything that is or contains content that is unlawful, harmful to minors, threatening, harassing, abusive, defamatory, slanderous, vulgar, gratuitously violent, obscene, pornographic, indecent, lewd, libelous, invasive of another’s privacy, or racially, ethnically or otherwise offensive, hateful or abusive, intended to harass or violate the rights of another; (iii) decipher, decompile, disassemble or reverse engineer any technology associated with the Services, including but not limited to any software applications, Java applets or plug-ins associated with the Services; (iv) use authorized means, including, but not limited to, any automated device, script, robot, spider, webcrawler, scraper, deep link or similar automated extraction or data gathering mechanism, program, any interface not provided or approved by us, or tool to access, copy or monitor our Services or any portion thereof without our prior written consent; (v) post or transmit any file or email which contains viruses, worms, Trojan horses, malicious code or any other damaging or destructive elements; ; (vii) advocates or solicits or contains content that advocates or solicits violence, criminal conduct or the violation of any local, state, national or international law or the rights of any third party; or, (viii) assign (or grant any sub-license of) your rights to use the Services, grant a security interest in or over your rights to use the Services, or otherwise transfer any part of your rights to access and use the Services.

We strive to provide quality access. Due to the nature and complexity of the Internet network, and in particular its technical performance and response times for consulting, querying or transferring information data, we make our best efforts, in accordance with the state of the art, to ensure access to and use of the Service in the best possible conditions. However, we cannot guarantee accessibility or availability at all times of the Service. The access and use of the Services may be interrupted at any time and from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance operations, modifications or changes to the Service and/or its hosting environment or repair of the Services or other actions that we, in our sole discretion, may elect to take. We will make our best efforts to inform you and/or end users in advance of any known scheduled downtime. In no event will we be liable to you or any third party for any loss, cost, or damage that results from any scheduled or unscheduled downtime.

We may provide products or services under the terms and conditions of a separate agreement between you and us (each, an “Other Agreement”). Our obligations with respect to any product, service, or access that we make available to you under any Other Agreement shall be governed solely by the Other Agreement under which such product or service is provided and this TOS shall not be deemed or construed to alter the terms and conditions of such Other Agreement.

Organizations (“Sponsors”) who have entered into a separate written agreement with us regarding their use of the Services (a “Sponsor Agreement”) have the additional rights to use the Services as set forth in the applicable Sponsor Agreement. Sponsor’s use of the Services is subject to the terms and conditions contained in this TOS. Notwithstanding the foregoing, to the extent that the terms and conditions contained in the applicable Sponsor Agreement conflicts with the terms and conditions contained in this TOS, the terms and conditions contained in the applicable Sponsor Agreement shall govern the Sponsor’s use of the Services. 

Third Party Software And Service Providers 

To facilitate the functioning of certain areas of the Services, we may license software, tools and services from third party providers. At any time and from time to time, we may revise these TOS as requested by our third party providers and require that you agree to additional pass-through terms and conditions with respect to such third party providers. In the event that any use of the services of such third party provider results in you leaving our Services and entering the site of a third party provider, then you will be subject to the terms of service or use and privacy policy of such third party provider, so please review such terms carefully. 

Information From Third Party Sites

By accessing and using the Services, you expressly authorize and direct us, on your behalf, to electronically retrieve information maintained by third party sites (if such option is made available to you and you elect to do so). We do not review third party data for accuracy, legality or non-infringement. We are not responsible for and cannot guarantee the accuracy or timeliness of the third party data we retrieve on your behalf directly from third party technology or data provider. 

We cannot always foresee or anticipate technical or other difficulties which may result from third party sites in failure to obtain data or loss of data, personalized settings or other service interruptions. We assume no responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalized settings due to third party sites. 

Account Registration

You will be required to provide user information to register an account to use the Services. In that case, you must provide accurate, current, and complete information during the registration process and at all other times when you use the Services. Additionally, you must update your account information to keep it accurate, current, and complete.

You are the sole authorized user of any account you create and responsible for all activities that occur under your password or account. You agree that you shall monitor your account to prevent use by any person under the age of 18, and you will accept full responsibility for any unauthorized use of your password or your account. You may not authorize others to use your account and you may not assign or otherwise transfer your account to any other person or entity. Should you suspect that any unauthorized party may be using your password or account, you will notify us by email at security@taketurns.global.

We will not be liable and you may be liable for losses, damages, liability, expenses, and fees incurred by us or a third party arising from someone else using your account, regardless of whether you have notified us of such unauthorized use. If you provide any information that is untrue, inaccurate, not current, or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services. We may also suspend or terminate your subscription and/or account if, in its sole discretion, it believes: (a) you have violated these Terms; (b) you have violated any applicable law in connection with your use of the Services; (c) your continued use of the Services may endanger your health and safety or the health and safety of others; or (d) you have communicated or acted in an inappropriate, offensive, or discriminatory manner towards any of our employees. You agree not to create an account or use the Services if you have been previously removed by us, or if you have been previously banned from use of the Services.

Fees; Billing; Taxes

Accounts are either free or subject to fees, as specified in the Services Order. 

Information on fees is available at www.taketurns.app/plans or otherwise provided to you by us; except as specifically stated in your Services Order, we may prospectively change rates or institute new charges at any time upon 30 days prior notice, which notice may be provided by e-mail. You agree to pay all charges, recurring fees, applicable taxes and other charges incurred by you at the rates in effect for the billing period in which those charges are incurred. 

You must provide us with valid credit card or approved purchase order information as a condition to signing up for the Services. An authorized system administrator chosen by you may add subscriptions by adding users to the account. Added subscriptions will be subject to the following: (i) added subscriptions will be coterminous with the preexisting Subscription Period; (ii) the subscription fee for the added subscriptions will be the then current, generally applicable subscription fee; and (iii) authorization for End Users added in the middle of a billing month will be charged in full for that billing month. All specifically negotiated pricing terms are confidential, and you agree not to disclose them to any third party.

We charge and collect in advance for use of the Services. We will automatically renew and bill your credit card or issue an invoice to you each month or annually as specified in the Services Order. 

For most billing plans we will charge your designated credit card monthly, but some charges are billed on a different schedule. You are responsible for all charges incurred, including applicable taxes and purchases made by you or anyone who is using an authorized account that you have caused to be created or for which you have otherwise indicated your agreement to be responsible for payment. This means that, unless your account or credit card information is obtained unlawfully or fraudulently, you will be responsible for all usage and purchases made on your card. 

A service charge, up to the maximum allowed by the jurisdiction you reside in, will be assessed to your account for each payment that is refused for insufficient funds or otherwise to the extent permitted by law. Initial payment for usage are normally prepaid. Payments for additional usage is due prior to commencement of such usage. If your account is delinquent at the due date and without prejudice to any action for damages, your account (and accordingly use of the Services) may be suspended or canceled at our sole discretion and we may terminate the Agreement. If your account is suspended, regular charges continue to accrue until you cancel your account. We may, at our sole discretion, charge a fee to reinstate a suspended account to the extent permitted by law. Interest charges of 1% per month (or the highest rate permitted by law if lower than 1% per month) will accrue daily on any unpaid balance which is more than 30 days old to the extent permitted by law. You agree to pay all sales and use taxes, duties, or levies which are required by law as well as all attorney and collection fees arising from efforts to collect any unpaid balance on your account. 

If the Agreement is governed by French Law, and pursuant to article L.441-10 of the French Commercial Code, any delay in payment shall automatically and without prior notice results in (i) the application of late payment penalties calculated from the payment due date, at the rate equivalent to the higher amount between five (5) times the legal interest rate or 3% of the due amounts at the interest rate of the European Central Bank at its most recent refinancing operation plus 10 points, plus the applicable VAT, per month, (ii) a recovery fee for the recovery costs of €40 as well as (iii) the actual costs in case of recovery fees higher than this flat recovery fee. If the interest rate for late payment defined above is lower than the minimum rate set forth in Article L441-10 of the French Commercial Code, the late charge will be calculated by applying this minimum rate. The interests are capitalized according to the provisions of article 1343-2 of the French Civil Code. 

In the event of termination of the Agreement before the end of the Subscription Period, all amounts due by you under this Agreement, for all the duration of all your subscriptions, will be invoiced and immediately due and payable and payments already made will not be refunded.

You agree to provide us with complete and accurate billing and contact information. This information includes your legal company name, street address, company registration number, e-mail address, and name and telephone number of an authorized billing contact and account administrator (meaning those End Users designated by you who are authorized to add End Users and to create End User accounts and otherwise administer your use of the Services). You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, we reserve the right to terminate your access to the Services in addition to any other legal remedies.

You should let us know about any billing problems or discrepancies within 60 days after they first appear on your account statement. If you do not bring them to our attention within 60 days, you agree that you waive your right to dispute such problems or discrepancies. Additionally, if any charges are being collected by us on behalf of a supplier, then such supplier shall be an express third party beneficiary of this Section. 

All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities on the transactions contemplated by this TOS (other than personal property or taxes on or measured by our net or gross income for which we remain responsible).  We may collect such taxes or fees as required by law, but in any event you shall pay, indemnify and hold us harmless from all sales, use, value added or other taxes of any nature, including penalties and interest, and all government permit or license fees assessed upon or with respect to any fees.  

Use Of End User Data 

Each of the parties mutually undertakes to comply with the regulations in force concerning personally identifiable information as defined under the applicable data privacy regulation (all such provided information being collectively referred to as “End User Data”). The provision of the Services implies the processing of PII. Appendix 1 of these Terms of Services describes yours and ours obligations in respect of the different personal data processing carried out to provide the Services as well as the characteristics of these data processing. 

Notwithstanding the foregoing, use of the Services necessarily involves communications between yourself and other End Users through the Services (“User Communications”), as such we cannot be liable for the content, use of information  and disclosure  of User Communications by other End Users, and especially for the disclosure of PII communicated through User Communications.

We do not claim ownership of the End User Data and other personal data you submit or otherwise make available for use with the Services. This means that you, and not us, are entirely responsible for all End User Data and other personal data that you upload, post, email, transmit, store or otherwise make available through the Services. You are responsible for any lost or unrecoverable End User Data. By submitting End User Data to us, you represent that you have all necessary rights in such End User Data, without any obligation by us to pay any fees or be subject to any restrictions or limitations, and hereby grant us the right to use, host, reproduce, distribute, prepare derivative works of, modify, display, and perform all or any portion of the End User Data in connection with the provision of the Services. 

We may access, preserve, and disclose your End User Data if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to the extent permitted by applicable law, to: (a) comply with legal process; (b) enforce this TOS; (c) respond to claims that any End User Data violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect our (or our users or the public’s) rights, property, or personal safety.

You may voluntarily provide (in connection with your use of the Services or related Services) suggestions, comments or other feedback. We are not required to hold such feedback in confidence, and such feedback may be used by us for any purpose without obligation to you of any kind; provided, that we will not disclose the source of specific feedback without your consent; and nothing in this TOS restricts the use by you of such feedback or ideas that you provide to us.

Our Proprietary Rights 

The technology and content used to offer, or provided in connection with, the Services, including its “look and feel” (e.g., text, graphics, images, logos and button icons), photographs, music, sounds, data, videos, messages, illustrations, tutorials, promotional materials, editorial content, notices, proprietary software (including html-based computer programs) and other content that we may make available through the Services are either owned by us or licensed by us from third party licensors (collectively, “Our Materials”). The Services and Our Materials are protected under both United States, French and other applicable copyright, patent, trademark and other intellectual property laws. As between you and us, we own the Services and Our Materials, and all underlying software, inventions, ideas, trade secrets, trademarks and services marks related to the Services and Our Materials. “TakeTurns” is our trademark. All other product names and company logos found on promotional materials presented to you through the Services are the copyrights, trademarks or service marks of their respective owners. You agree not (and to not allow any third party) to copy, modify, reverse engineer, reproduce, duplicate, perform, create derivative works from, republish, upload, post, transmit, sell, trade, exploit or otherwise distribute in any way whatsoever any of Our Materials, information, trademarks or service marks without our express, written consent. You agree not to use, or permit any third party to use, the Services or Our Materials in any manner that violates any applicable law, regulation or this TOS.

General Practices Regarding Use And Storage

You acknowledge that we may establish general practices and limits concerning use of the Services, including for example (without limitation) the maximum storage space, maximum size of uploaded file, and number of active collaborations. 

We may modify these general practices and limits at any time and from time to time.

The Services and software embodied within the Services may include security components that permit digital materials to be protected, and use of these materials is subject to usage rules set by us and/or content providers who provide content to the Services. You may not attempt to override or circumvent any of the usage rules embedded into the Services. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Services, in whole or in part, is strictly prohibited. 

Term & Termination 

The Agreement comes into effect from the date of activation of the Services as indicated in the Services Order, which constitutes the starting point of your subscription taken out by you for the Subscription Period, unless terminated either by you or us as set forth below. At the end of this Subscription Period, the Agreement shall automatically renew for successive terms of the same duration of the initial Subscription Period, unless terminated by either party at least 5 days before the end of the then-current Subscription Period. 

We may, under certain circumstances and without indemnity, terminate your access to the Services in the event of a breach of any of your material obligations hereof that has not been remedied, where possible, within 5 days following formal notice to remedy. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the Agreement or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) discontinuance or material modification to the Services (or any part thereof), (d) unexpected technical or security issues or problems, (e) extended periods of inactivity, (f) you have engaged in fraudulent or illegal activities, (g) respect of our intellectual property rights, or (h) for any other reason or no reason, in our and absolute discretion to the extent permitted by applicable law. In addition, if you are provided the Services under a Sponsor Agreement, breach or termination of the Sponsor Agreement will in general terminate your access to the Services. We may also terminate this Agreement for convenience (i.e. without need to prove cause) upon the last-to expire Subscription Period under each Services Order, with a fifteen (15) days’ prior notice.

The termination of this TOS will not affect any of our rights or your obligations arising under this TOS prior to the date of termination. 

Confidentiality

Each Party agrees to use its best efforts to maintain the confidentiality of all confidential information of the other to which it may have access or of which it may become aware during the negotiation (if any) and performance of the Agreement (the "Confidential Information") for the duration of the Agreement and for five (5) years after its termination for any reason whatsoever (except for End User Data for which the retention period is longer or shorter). Confidential Information includes: (i) all information, analyses, studies and other documents in any form whatsoever relating to the content of the discussions between us or to the Agreement, (ii) methodologies, products, computer tools and developments, materials, industrial models, know-how and financial, ethical, economic, technical, commercial or other data such as, in particular, all information relating to business, accounts, management, commercial operations and administrative, financial and marketing activities; (iii) other information identified in writing as confidential by one of us; and (iv) the Services and its related documentation. 

In view of the foregoing, each Party undertakes to use and communicate the Confidential Information only for the purposes strictly necessary for the proper performance of the Agreement and to ensure that their employees, agents, consultants or subcontractors comply with the confidentiality undertaking described above. 

This section does not apply to Confidential Information:

• Which were known by us prior to the date of the signing of the Agreement;

• Which were in the public domain at the date of their communication;

• That has been disclosed or may be disclosed to one of us by a third party without breach of a duty of confidentiality;

• Which are publicly available through publication or other means of communication, unless this is the result of a breach of this confidentiality obligation; or 

• whose disclosure is required by law or by a court or administrative decision.

Indemnification 

You hereby agree to defend, indemnify and hold us and our subsidiaries, affiliates, officers, members, stockholders, co-branders, and employees, consultant and agents harmless from any claim or demand (including reimbursing us any reasonable attorneys’ fees incurred by us in the defense of any such claim or demand), made by any third party due to or arising out of your use of the Services, documents, files, information or End User Data you submit, post, transmit, store or otherwise make available through the Services, your infringement of any intellectual property rights, your use of the Services, your connection to the Services, your purchase of products or services through the Services, your violation of this TOS, or your violation of any rights of another. We retain the right to retain counsel of our choosing in our sole discretion. Furthermore, you must cooperate in good faith to assist us in our defense and any settlement negotiations related thereto, and to reimburse us for reasonable settlement amounts, if any.

Disclaimer Of Warranties And Liability 

• YOUR USE OF THE PRODUCT AND ALL RELATED SERVICES, INCLUDING ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM OUR PRODUCT IS AT YOUR SOLE RISK. THE PRODUCT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND TO THE EXTEND PERMITTED BY APPLICABLE LAW. WE ASSUME NO RESPONSIBILITY FOR ERRORS OR OMISSIONS MADE BY YOU OR ERRORS OR OMISSIONS IN THE CONTENT, INFORMATION OR OTHER DATA AND DOCUMENTS WHICH ARE REFERENCED BY, LINKED TO OR PROVIDED BY OR THROUGH THE PRODUCT AND ALL RELATED SERVICES. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT TO THE EXTEND PERMITTED BY APPLICABLE LAW.

• WHEN THE AGREEMENT IS CONCLUDED WITH TAKETURNS SAS, WE GUARANTEE THAT THE PRODUCT WILL MATERIALLY CONFORM TO THE PRODUCT DESCRIPTION WE PROVIDE DURING THIRTY (30) DAYS FOLLOWING YOUR SUBSCRIPTION TO THE PRODUCT. 

• Use of the Services may be available through a compatible mobile device, Internet, and/or network access and may require software. You agree that you are solely responsible for these requirements, including any applicable equipment, changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider. WE OR OUR AFFILIATES WILL NOT BE LIABLE FOR AND MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED TO THE EXTEND PERMITTED BY APPLICABLE LAW AS TO: (i) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER OF THE TELECOMMUNICATION SERVICES AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION; (ii) ANY DELETION, LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (iii) ANY DISCLOSURE OR INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT OR STORE ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE OR OUR AFFILIATES WILL NOT BE LIABLE FOR AND MAKE NO WARRANTY TO THE EXTEND PERMITTED BY APPLICABLE LAW THAT (i) THE PRODUCT WILL MEET YOUR REQUIREMENTS, (ii) YOUR USE OF THE PRODUCT OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCT WILL BE ACCURATE, RELIABLE OR COMPLETE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PRODUCT WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE PRODUCT OR ANY SOFTWARE THAT WE PROVIDE OR THAT WE USE IN OFFERING THE PRODUCT WILL BE CORRECTED.

• ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCT IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

• NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE PRODUCT SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.

Limitation Of Liability; Release

WE SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, TO THE EXTEND PERMITTED BY APPLICABLE LAW, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE PRODUCT; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE PRODUCT; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PRODUCT; OR (v) ANY OTHER MATTER RELATING TO THE PRODUCT OR ANY SERVICES OFFERED THROUGH THE PRODUCT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS TOS, OUR LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, SHALL IN NO EVENT EXCEED THE AMOUNT ACTUALLY RECEIVED BY US FROM YOU DURING THE SIX (6) MONTHS PRECEDING THE EVENT WHICH GAVE RISE TO SUCH LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THIS LIMIT. IF YOU ARE USING A FREE OR TRIAL VERSION OF THE PRODUCT OR ANY SERVICES OFFERED THROUGH THE PRODUCT, IN NO EVENT SHALL OUR LIABILITY EXCEED 100% OF ANY AMOUNT YOU'VE PAID UNDER YOUR CURRENT SUBSCRIPTION  PERIOD.

EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED TO YOU AND DO NOT RENDER INEFFECTIVE OUR ESSENTIAL OBLIGATIONS. WHEN FRENCH LAW IS APPLICABLE, WE EXPRESSLY EXCLUDE THE APPLICATION OF ARTICLES 1221 TO 1223 OF THE FRENCH CIVIL CODE, WHICH ALLOW A JUDGE TO REDUCE THE FINANCIAL COMMITMENTS OR OBLIGATIONS OF THE PARTIES IN THE EVENT OF A BREACH OF THEIR OBLIGATIONS.

Exclusions And Limitations 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF MAY NOT APPLY TO YOU.

Notifications

We may at any time and from time to time provide certain communications to you such as service announcements, administrative messages and other notifications (“Notices”). 

Notices will in general be sent by means of a general notice through the Services. By the creation of an account, you understand that you will receive all required Notices regarding our Services and other offerings electronically. All Notices in electronic format will be considered to be in writing, and to have been received no later than five (5) business days after or dissemination, whether or not you have received or retrieved the communication. We reserve the right to terminate or change the terms and conditions on which we provide electronic Notices and will provide you notice thereof in accordance with applicable law.

Any notice you desire to send to us must be sent exclusively by submitting an electronic message via email at legal@taketurns.global, unless explicitly instructed to do otherwise in this TOS.

Modifications

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice to you. We shall not be liable to you or to any third party for any non-material modification, suspension or discontinuance of the Services. 

Changes to this TOS

We may make changes to this TOS from time to time to update it, for example to add references to different products and services, including increasing the price of Services, and such changes may be made accordance with any one of the following procedure:

(a) By Agreement.  A modification, amendment, or waiver of any provision of this Agreement shall be effective if in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted.  

(b) New Orders.  We may specify amended or updated terms that apply to Services you subscribe to after the effective date of such amendment or update, and we will make the revised TOS available to you as part of the order process and may require you to accept it as a condition to the provision of the new or updated materials.

(c) Renewals.  We may specify amended or updated terms that apply to renewal Subscription Periods, in which case we will make the revised TOS available to you at least thirty (30) days prior to the renewal date, and such amended or updated terms will be applicable without your express written consent (with the understanding that you can prevent such terms from being applicable to you by canceling the renewal within 30 days of receipt such a change notice).

Entire Agreement

The Agreement constitutes the entire agreement between both of us and governs your use of the Services, superseding any prior agreements between both of us with respect to the Services. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other services, affiliate services, third party content, or third-party software. The foregoing does not apply to Sponsors who are subject to separate Sponsor Agreements.

Force Majeure

Neither of us may be considered in default under the Agreement if the performance of its obligations, in whole or in part, is delayed or prevented as a result of a situation of force majeure as defined by the applicable law, it being specified that a temporary impediment caused by a situation of force majeure is an impediment that lasts for a period of thirty (30) days as of the occurrence of the event at the origin of force majeure. Beyond this period of thirty (30) days, the impediment being definitive, the Agreement may be automatically terminated to the extent permitted by applicable law. To the extent permitted by applicable law, force majeure includes events beyond one party's control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services.

Choice Of Law And Forum

These TOS and the relationship between you and Take Turns shall be exclusively governed by the laws of the United States and the Commonwealth of Massachusetts, USA without regard to its conflict of law provisions (if you are located in North America, Canada and Mexico) otherwise the laws of France (if you are located outside of North America, Canada and Mexico). If you are located in North America your exclusive forum for bringing any claim or cause of action against us is the courts located in Boston, Massachusetts, USA. If you are located outside of North America your exclusive forum for bringing any claim or cause of action against us is the commercial court located in Paris, France. You hereby accept and submit to the personal and exclusive jurisdiction of such courts in any proceeding or action. With respect to any such proceeding or action brought in such courts, you hereby irrevocably waive, to the fullest extent permitted by law: (a) any objection you may have now or in the future to such jurisdiction or venue, and (b) any claim that such action or proceeding has been brought in an inconvenient form. Nothing limits our right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or any other form of relief.

Waiver And Severability Of Terms

We do not waive our rights by delaying or failing to exercise them at any time. If any provision of these TOS shall be determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal governmental agency, the validity or enforceability of any other provision of this TOS shall not be affected, and the other provisions of the TOS remain in full force and effect. 

No Third-Party Beneficiaries

Except as otherwise expressly provided in this TOS, there shall be no third party beneficiaries to this TOS.

No Right Of Survivorship, Non-Transferability And Assignment

Your right of access to the Services is non-transferable and non-assignable to any third party.

Nothing in these TOS shall restrict our right to transfer or assign the Agreement or any rights or obligations arising therefrom to a subsidiary, or to any other company or legal entity, in particular in the context of a merger, assignment, transfer/assignment of goodwill, or partial contribution of assets.

Statute Of Limitations

Notwithstanding any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or this TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Section Headings

The section titles in this TOS are for convenience only and have no legal or contractual effect.

Exhibit 1 - Claims Of Copyright And Trademark Infringement

If the Agreement is entered with TakeTurns Inc. and you believe that your intellectual property is being used on the Services in a way that constitutes copyright infringement, please provide our Designated Agent (set forth below) the following information (as required by Section 512(c)(3) of the Digital Millennium Copyright Act):

• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material on our Services; 

• Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address;

• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by you, your agent, or the law; and

• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

The information specified above must be sent to our Designated Agent, whose contact information is as follows:

• Attention: Privacy & Security

• TakeTurns, Inc.

• 24 School St 2nd floor, 

• Boston, MA 02108

• Call (781) 488-5300 

• Email us at legal@taketurns.global 

Please note that Section 512(f) of the Digital Millennium Copyright Act may impose liability for damages on any person who knowingly sends meritless notices of infringement. Please do not make false claims. Any information or correspondence that you provide may be shared with third parties, including the person who provided the allegedly infringing material. Upon receipt of a bona fide infringement notification by the Designated Agent, we will remove or disable access to the infringing material, notify the user that it has removed or disabled access to the material, and, for repeat offenders, to terminate such user’s access to the Services.

If you believe that your content should not have been removed for alleged copyright infringement, you may send our Designated Agent a written counter-notice with the following information:

• Identification of the copyrighted work that was removed, and the location on the Services where it would have been found prior to its removal;

• A statement, under penalty of perjury, that you have a good faith belief that the content was removed as a result of a mistake or misidentification; and

• Your physical or electronic signature, together with your contact information (address, telephone number and, if available, email address).

If a counter-notice is received by the Designated Agent, we may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the user, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at our discretion. 

If the Agreement is entered with TakeTurns SAS. and you believe that your intellectual property is being used on the Services in a way that constitutes copyright infringement, please send us an email at legal@taketurns.global. 

Exhibit 2 - Data Protection

Each of the parties reciprocally undertakes to comply with the regulations in force regarding personal data (“Personal Data”). For the purpose of this exhibit, the terms “Personal Data”, “Processing”, “Data Subject”, “Data Controller”, “Data Processor” and “Personal Data Subject” have the meaning given by the General Data Protection Regulation (EU) 2016/679 of 27 April 2016 and the French Data Protection Act entitled “Loi Informatique et Libertés” No. 78-17 of 6 January 1978 as amended and the recommendations of the CNIL (the “Data Privacy Regulation”) 

The Processing carried out by the Provider as a Processor is described in this appendix. The Parties expressly agree that Provider only acts in accordance with the Client’s instructions and orders, it is therefore the Client’s Data Processor under Data Privacy Regulation for the supply of the access to the Platform being agreed that for the Maintenance, Provider acts as the Data Controller.

Therefore, in accordance with Data Privacy Regulation, Provider when acting as a Data Processor, shall:

1. Only process Personal Data under the Client’s written instruction such as the Agreement and inform the Client if an instruction does not comply with the Data Privacy Regulation, including regarding Data transfers to any third country or international organisation, unless it must do so under UE Law or the law of the State Member to which the Data Processor is subject; in this case, Data Processor informs the Client about this legal obligation before the Processing, unless if the applicable law prevents such information for general interest reasons; 

2. Ensure the persons authorized to process the Personal Data shall comply with the confidentiality or be subject to an adequate legal obligation of confidentiality; 

3. Implement all necessary measures to warrant Personal Data security and integrity, 

4. Inform the Client and collect its potential objections in case of change of subprocessor accessing the Personal Data, it being specified that the Parties agree that the Client accepts the Subprocessors used on the date of signature of the Contract, as listed in this schedule; 

5. Reasonably assist the Client, through adequate technical and organizational measures, as reasonable as possible, to fulfill its obligation of answering the Data Subjects’ requests in order to exercise his/her rights (access, erasure etc.) by transferring the request to the Client, to perform impact analysis and prior consultations; 

6. In the particular case of receipt of a Data Subject’s request to exercise his/her rights, notify the Client and forward it the request and do not answer the request unless the Client expressly instructs the Provider to do so;

7. To provide reasonable assistance to the Client in ensuring compliance with its security obligation, taking into account the nature of the processing and the information at its disposal;

8. Delete all Personal Data held in a digital format and return to the Client send those in paper format at the end of the Service relating to the Processing and destroy the existing copies, unless otherwise specified by EU Law or if the Member State law requires the retention of the Personal Data; 

9. make available to the Client within a reasonable period of time all information necessary to demonstrate compliance with the obligations set out in this Exhibit and to enable and assist in one audit per year, including inspections, by the Client or another auditor appointed by the Client, it being understood that any penetration test shall be subject to prior written agreement on its terms and scope;

10. Notify the Client as soon as possible and if possible within 48 hours of becoming aware of any Personal Data Breach at the Provider or the host of the Personal Data and assist the Client in providing information to the CNIL and to the Data Subjects following such a breach where appropriate;

11. Cooperate reasonably with the CNIL if necessary; 

12. Cease all Processing upon termination or expiry of the Agreement other than as necessary to provide the reversibility of Personal Data referred to in (viii) above.

Notwithstanding the foregoing, the Provider is expressly authorized to generate anonymous statistics derived from the Personal Data in order to feed its statistical database and to exploit them for all purposes and conditions in the course of its activities.

Details of the Processing

Subject-matter of the Processing: Use of the TakeTurns Services

Duration of Processing: The duration of the Processing starts from the date the account is created until the end of the subscription.  

Nature of Processing:

• Collection or storage of Data

• Data organization/structuring

• Hosting and Data Retention

• Data Consultation

• Adaptation or modification of the Data

• Use of the Data

• Deletion or destruction of Data 

• Communication of Data by transmission, dissemination or other form of provision

• Reconciliation or interconnection of Data

• Limitation (Blocking) of Data  

Purposes of the Processing:

• Access management and hotline dedicated to End-users of the clients on the Mobile App;

• Invitation to collaborate on documents internally;

• Invitation to collaborate addressed to third party End-users on a workflow created by Take Turns End-users.

Categories of Personal Data: 

• identity data (surname, first name);

• contact details (email address);

• connection data (traces, logs);

• any other Personal Data that may be communicated by the End-User through User Communication or when using the Services of Take Turns.

Categories of sensitive Personal Data: any sensitive Personal Data that may be communicated by the End-User through User Communication or when using the Services of Take Turns.

Categories of Data Subjects: 

• End-User

• Persons who have not subscribed to the Take Turns offer but have been invited to collaborate on documents by Take Turns clients

Subsequent subprocessors: