NOOTA provides the Noota service (hereinafter the "Service").The Terms of Sale ("Terms") described below are intended to set out the Terms of Sale for the provision and use of the Service.
Before subscribing to any of the offers, the Client declares that he has read the Terms applicable to the entire Service, and that he has had the necessary time and skills to assess the Service and ensure that it meets his needs.
Any subscription by the Client to the Service implies his unreserved acceptance of these Terms.
NOOTA, located at 13 Rue Sainte Ursule 31000 Toulouse and registered with the Registre du Commerce et des Sociétés de Toulouse under the number 888965951, with a capital of 1000 €, duly represented by Alexandre DUFFAUT, offers you our platform, accessible via app.noota.io (“Platform”), in “Software-as-a-Service” (SaaS) mode.
Its purpose is to record, transcribe, synthesize and facilitate the sharing of various conversations that take place on your computer (hereinafter “Service”).
You can contact us at any time at contact@noota.io.
The trust you place in us every day is our priority. That's why we do our utmost to ensure that you can maintain this trust on a day-to-day basis.
The Terms and Conditions (“Terms”) apply to all our services and are intended to set out the rules that you must follow when using our website noota.io (“Website”) and the Platform, and to set out the terms and conditions for the provision and use of the Service.
Before subscribing to any of the offers, you declare that you have read the Terms applicable to the entire Service, and that he have had the necessary time and skills to assess the Service and ensure that it meets your needs.
Any use of the service automatically implies your unreserved acceptance of the Terms. You also agree to these Terms when you register for the service via the Platform.
The Service is accessible to all persons possessing full legal capacity to accept and comply with the Terms. If you do not meet this condition, you may only access the service with the consent of your legal representative. In addition, any individual with full legal capacity to contract is considered as acting on behalf of the entity according him or her full legal capacity.Acceptance must be total and unconditional.
Any conditional acceptance is deemed null and void. If you do not agree to be bound by the Terms, you may not use the Service.
Registration automatically triggers the opening of an account in your name, giving you access to use the Service according to the formats and technical means we deem suitable for providing it.
To create an account on our Platform, you must be a natural person, of legal age, with full legal capacity to enter into commitments under the Terms.As account administrator, you can create accesses for multiple users. You are solely responsible for creating these accesses.
Your account is strictly personal. You therefore undertake to provide the identification data required to create the account in a personal, correct, accurate and truthful manner. You must also inform us of any changes to the information required for normal use of the Platform.
You are expressly prohibited from creating, holding or managing multiple accounts under your identity. It is strictly forbidden to create multiple accounts or to use identifiers, email addresses or other identifying information indicating the same person. This restriction applies in the context of the execution of these Terms and is intended to guarantee the integrity and uniqueness of the accounts associated with you as administrator.
You can access your account by logging on to the Platform using your login and password. We recommend using a complex password (made up of numbers, upper and lower case letters and punctuation marks) to increase account access security, and changing your password regularly when accessing your account settings.
You are responsible for maintaining the confidentiality of your login information. Any access to the Platform with your login information is deemed to be made by you. Contact us immediately if your account has been used without your authorization. You also acknowledge our right to take any action you deem appropriate in such a case.
You also undertake to use the Service yourself and not to allow any third party to use it on your behalf, assuming full responsibility for their use.
The commercial relationship between you NOOTA is governed by the following contractual documents, presented in descending order of legal value:
- quote(s) ;
- the Terms and Conditions of the Service.
In the event of contradiction between one or more provisions contained in any of the above documents, the provisions contained in the document of higher hierarchical rank shall prevail.
We archive communications, files, contracts, order forms and invoices on a reliable and durable medium so as to constitute a faithful and durable copy. These communications, files, contracts, order forms and invoices may be produced as proof. In the absence of proof to the contrary, the data recorded by our teams constitutes proof of all exchanges between you and us.
The Terms come into force when you browse the Website and when you sign the quote or register for the Service. The duration of the commercial relationship between you and NOOTA is specified in the quote.
The Service may be offered on a fixed-term subscription basis or, if you do not choose to take out a subscription, on an open-ended basis.You may cancel your subscription at any time by deleting your account directly via the Platform. This cancellation will automatically take effect, depriving you of access to the Service.
The subscription plans offered by NOOTA are detailed on the Website and on the Platform, and include, unless otherwise indicated:
- a monthly subscription that begins on the subscription date for an initial period of one month;
- an annual subscription that begins on the subscription date for an initial period of one year.
The subscription is renewable by tacit agreement and extended for successive periods of the same duration as the initial subscription, from date to date, unless you explicitly terminate the subscription on the Platform at any time for a monthly subscription and no later than one month before the end of the annual subscription.
In all cases, NOOTA reserves the right to terminate your subscription or your use of the Service no later than one month before the end of your subscription.
We are and shall remain the exclusive owners of all intellectual property rights in relation to the trademarks (e.g. Noota, etc.), the service and their contents (including logos, domain names, designs, texts, sounds, drawings, databases, graphic charter, Privacy Policy, Cookies Policy, etc.), our methods, our know-how, and any other element that you may view when using the Website and the Platform.
We also are and shall remain the exclusive owners of all licenses applicable to the general structure of the Website and the Platform, such as the software used to operate it, the algorithms we have developed, the APIs we use.
The relationship between you and NOOTA does not imply that we are granting you any license or right to use any of the elements of the Site and Platform, and does not in any way constitute a transfer of ownership rights to the Service. You are granted a non-exclusive, worldwide, unlimited license to use, modify and reproduce the Service for strictly professional purposes, solely within the scope of NOOTA's activities.
You are therefore prohibited, without prior written authorization, from translating, communicating, marketing or transferring the service, in whole or in part, whether free of charge or in return for payment, to a third party, including within your group of companies (e.g. subsidiary, parent company, etc.). Any unauthorized translation, transfer, communication or marketing of the service by NOOTA is prohibited and constitutes a breach of contract and an infringement punishable by articles L335-2 et seq. of the French Intellectual Property Code and articles L713-2 et seq. of the same code.
The Website and Platform may also mention, for various reasons, other logos, trademarks or registered trademarks belonging to us or to third parties and protected by industrial property law. Any use of these elements that is not expressly authorized constitutes counterfeiting.
The Website may contain hypertext links to other websites or third-party websites. You are informed that we are neither responsible nor liable for any offers, actions, content, products, services or other items available via these links.Furthermore, we thank you in advance for informing us of any hypertext link present on the Website that would allow access to a third-party website offering content contrary to the law or morality.
Service prices are quoted in euros and include all duties and taxes payable by you. The Service is invoiced before the provision of the monthly or annual subscription.
Unless otherwise agreed, invoices are payable immediately from the invoice date by direct debit from your debit or credit card. Direct debit is carried out by the payment service provider specified on the Platform, which holds your bank details exclusively for this purpose. NOOTA does not store any banking data.
You certify that you have obtained the necessary authorizations to use the selected payment method. You undertake to put in place the necessary measures to ensure that the amount can be debited automatically. The cost of the service is payable and debited on the day of subscription, then on each renewal, on the anniversary date.
NOOTA reserves the right to modify the price of the Service at any time, it being understood that the new price will only be applied to quote(s) placed after the new price comes into effect.
In the event of disagreement over part of an invoice, you must nevertheless pay the undisputed part of the disputed invoice without delay. Invoice disputes must be documented and communicated within 15 days of receipt.
It is agreed that the issue of a new invoice, in the event of a staggered invoice or regular billing, extinguishes the customer's right to contest the previous invoice.No set-off of sums due by NOOTA may be made without its prior agreement.
Any delay in payment by the Client may lead to immediate suspension of the subscribed Service, without notice or compensation, until the situation has been regularized.
Any delay may also result in the payment of a late payment penalty equal to three times the legal interest rate, plus a flat-rate indemnity of 40 euros for collection costs. In addition, the cost of rejecting a direct debit is 20 euros.
This penalty starts to run on the day following the payment date shown on the invoice.The penalty is payable automatically, without prior reminder, and is automatically included in the next invoice by NOOTA.
In the event of non-payment of sums due on time or breach of the present Terms, NOOTA reserves the right to suspend the Service as well as the your personal account(s) without compensation of any kind whatsoever, regardless of your economic stakes.
In the absence of regularization by you, NOOTA reserves the right to take any action necessary to protect its interests, with all costs incurred being borne by you.
When we work together and you browse our Website and when you use the Platform, we have no choice but to process your personal data, in particular to deal with your requests, manage our commercial relations, etc.
To make it easier for you to understand how we process your data, we have drawn up a Privacy Policy, which can be accessed at any time on the Website and another one on the Platform. Its purpose is to explain why and how we process your data in connection with the services we provide.
1. Introduction
The Data Protection Agreement (hereinafter the “Agreement”) is intended to govern the use of personal data of clients (hereinafter the “Client”) of NOOTA (hereinafter the “Processor”) using its Noota service (hereinafter the “Service”).
2. Definitions
All terms related to the applicable personal data protection regulation used in the Agreement are defined in Article 4 of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (hereinafter “GDPR”).
3. Role of the Parties
Under the Agreement, the Client acts as the data controller of personal data, and the Processor acts as the data processor within the meaning of Article 28 of the GDPR (hereinafter together the “Parties”).
4. Contractual Documents and Duration
The Agreement, which is an inseparable annex to the contract signed between the Client and the Processor for the use of the Service (hereinafter the “Contract”), applies throughout the duration of the existing contractual relationship between the Parties.In the event of any conflict between the Contract concluded for the use of the Service and the Agreement, the obligations set out in the Agreement shall prevail over the Contract with respect to data protection rules.
5. Declarations and Commitments
The Processor declares that it complies fully with all applicable personal data protection rules and provides all sufficient guarantees to meet the requirements of the GDPR in the context of providing the Service.The Processor declares that all internal or external personnel involved in processing the Client’s personal data are bound by a confidentiality clause, an information systems charter, or any other binding legal document and are regularly trained and made aware of data protection issues.The Processor declares that the Service was developed in accordance with the principles of “Privacy by design” and “Privacy by default”, and that the Service includes functionalities enabling the Client to comply with its obligations as data controller.
6. Documented Instructions
The Processor undertakes to process the Client’s personal data solely based on the Client’s documented instructions in connection with the use of the Service.The list of processing activities carried out is detailed in an annex or provided upon request by the Client.
7. Security
The Processor undertakes to ensure the security of the Client’s personal data and to implement all necessary technical and organizational measures for the Service.All technical and organizational security measures are detailed in an annex to this Agreement or are provided upon request by the Client.
8. Personal Data Breach
The Processor undertakes to notify the Client, in accordance with Article 28 of the GDPR, as soon as possible after becoming aware of any personal data breach that could affect the Client’s personal data.The Processor agrees to promptly provide all necessary and required information in its possession to mitigate the effects of the personal data breach and to allow the Client to take appropriate protective and safeguarding measures.Unless otherwise agreed between the Parties, the Processor is not authorized to handle notifications of personal data breaches to the relevant supervisory authority or to inform, on behalf of the Client, the individuals affected by the data processing under the Contract.
9. Help and Assistance
The Processor shall provide the Client, upon written request, with all necessary and required information on the technical and organizational security measures implemented to ensure the protection of its personal data.The Processor shall also provide the Client, upon written request, with all necessary and required information to conduct a data protection impact assessment (“DPIA”).The Processor undertakes to promptly notify the Client upon becoming aware of any data subject request directed to the Client.The Processor shall provide the Client, upon written request, with all necessary and required information to enable the Client to comply with its obligation to respond to data subject requests.The Processor shall carry out, upon the Client’s written request, the actions necessary for the Client to fulfill its obligation to respond to data subject requests.
10. Liability
The Processor shall not be held liable for any non-compliant use of personal data protection rules by the Client in using the Service.The Processor is not responsible for handling data subject rights requests on behalf of the Client. Any additional request to ensure such management may be refused and, where appropriate, invoiced as an additional service.The Processor is not obligated to ensure or audit the Client’s security or to perform DPIAs on behalf of the Client. Any request beyond the provision of information may be refused and, where appropriate, invoiced as an additional service.
11. Sub-Processors
The Client agrees that the Processor may hire sub-processors (hereinafter “Sub-Processors”) in the context of executing the Agreement, provided that the Client is informed, by any means, of any changes concerning these Sub-Processors during the execution of the Contract, and remains responsible for the acts of the Sub-Processor under the Agreement.The Processor undertakes to hire only Sub-Processors that offer sufficient guarantees to ensure the security and confidentiality of the Client’s personal data.The Processor agrees to monitor its Sub-Processors and ensure that the contract with each Sub-Processor used in the Service includes obligations similar to those outlined in this Agreement.The Client may object by registered letter with acknowledgment of receipt if i) the Sub-Processor is a competitor, ii) the Client and the Sub-Processor are in a pre-litigation or litigation situation, or iii) the Sub-Processor has been sanctioned by a supervisory authority for data protection violations within one year of being hired.The Processor has six months from receipt of the objection to change the Sub-Processor.
12. Fate of Personal Data
The Processor deletes the Client’s personal data at the end of the Contract term for the use of the Service and agrees to anonymize, where technically possible, such data for statistical purposes.The Processor shall confirm in writing to the Client, upon request, the effective deletion of its personal data and all existing copies.The Client must retrieve its personal data before the end of the Agreement. Failing this, the Client will no longer be able to recover its personal data, as the deletion is irreversible.The Client remains solely responsible for the loss of its personal data following such deletion at the end of the Agreement.
13. Audits
The Client has the right to conduct an audit in the form of a written questionnaire once per year to verify compliance with this Agreement. The questionnaire carries the legal weight of a declaration on honor binding the Processor.The questionnaire may be sent in any form to the Processor, who undertakes to respond within a maximum of two months from its receipt.The Client also has the right to conduct an on-site audit at the Processor’s premises, at its own expense, once per year and only in case of a personal data breach or proven and demonstrated non-compliance with the applicable data protection rules or this Agreement.An on-site audit may be conducted either by the Client or by an independent third party designated by the Client, and must be notified in writing to the Processor at least thirty (30) days in advance.The Processor reserves the right to reject the chosen third party if the latter is i) a competitor or ii) in a pre-litigation or litigation situation with the Processor. In that case, the Client agrees to choose a new independent third party to conduct the audit.The Processor may refuse access to certain areas for confidentiality or security reasons. In such cases, the Processor will carry out the audit in those areas at its own expense and share the results with the Client.In the event of a discrepancy identified during the audit, the Processor undertakes to implement, without delay, the necessary measures to ensure compliance with this Agreement.
14. Data Transfers Outside the European Union
The Processor agrees to take all necessary steps not to transfer the Client’s personal data outside the European Union or to hire Sub-Processors located outside the European Union.
15. Cooperation with Supervisory Authorities
For processing operations carried out under the Agreement, the Processor agrees to provide, upon request, all necessary information to the Client so that the latter may cooperate with the competent supervisory authority.
16. Contact
Each of the Client and the Processor shall designate a contact person responsible for this Agreement, who will receive all notifications and communications made under the Agreement.The Processor informs the Client that it has appointed Dipeeo SAS as its Data Protection Officer, who can be contacted at the following coordinates:
Email address: dpo@noota.io
Postal address: Dipeeo SAS, 95 avenue du Président Wilson, 93100 Montreuil, France
Phone number: +33 (0)1 59 06 81 85
17. Revision
The Processor reserves the right to amend this Agreement in case of any changes to applicable personal data protection laws that would affect any of its provisions.
18. Governing Law and Jurisdiction
This Agreement is governed by French law. Any dispute relating to the execution of this Agreement falls under the exclusive jurisdiction of the courts within the jurisdiction of the Court of Appeal where the Processor is domiciled.
You agree not to arrange, modify, decompile, disassemble, reverse engineer, translate, adapt, reproduce, distribute, disseminate or transfer any information, software, products or, in general, any element of the Platform. Re-posting, scrapping, or automated or high-volume use of the Platform is expressly prohibited.You agree to comply at all times when using the Service with (i) applicable national and international laws and regulations and (ii) the Terms.
YOU WARRANT THAT YOU WILL NOT USE THE PLATFORM FOR ANY PURPOSE THAT IS UNLAWFUL, IMMORAL OR CONTRARY TO ITS INTENDED USE AND/OR PURPOSE.YOU ALSO WARRANT THAT YOU WILL USE ANY END-USER OR THIRD-PARTY DATA PROCESSED VIA THE PLATFORM IN ACCORDANCE WITH THE APPLICABLE REGULATIONS ON THE PROTECTION OF PERSONAL DATA AND, IN PARTICULAR, THE GDPR. WE CANNOT BE HELD RESPONSIBLE FOR ANY BREACHES OF THE GDPR THAT YOU MAY MAKE USING THE PLATFORM.
Furthermore, by using the Platform, you acknowledge that you only have a right of use for your account.In all cases, you agree not to, directly or indirectly:
- use the Platform in such a way as to infringe the intellectual and industrial property rights, privacy rights and/or image rights and/or any other rights of others.
- create, use, share and/or publish by any means any material (text, words, images, sounds, videos, etc.) or content that is, in our sole judgment, aggressive, threatening, malicious, defamatory, misleading, pornographic, pedophilic, obscene, vulgar, racist, xenophobic, hateful, sexually explicit, violent, indecent or in any other way objectionable.
- carry out activities aimed at accessing elements or functionalities of the services whose use is made without our prior and express authorization.
- arrange, modify, translate, adapt, reproduce, index, copy and/or extract any information, software, product or other element or part of the Platform, by any means without our prior and express authorization.modify, distort, block, abnormally burden, disrupt, slow down, and/or hinder the normal operation of all or part of the Platform, or their accessibility to other users, or the operation of partner networks, or attempt to do any of the foregoing.
- transmit or propagate any virus, Trojan horse, worm, bomb, corrupted file and/or similar destructive device or corrupted data, and/or organize, participate or be involved in any way in an attack against our servers and/or the Platform and/or the servers and/or services of our service providers and partners.
- use the account of another user of the Platform, impersonate another person or attribute to you a false capacity in dealings with any person or entity.
-attempt to obtain a password, account information or other private information from any other user of the Platform, and/or sell, rent, share, loan and/or otherwise transfer to any third party your account and/or the means to access it and/or otherwise make any third party benefit from your account.
- make inappropriate use of the assistance service we provide.access, use, download via the Platform or otherwise reproduce or provide to anyone (whether free of charge or for a fee) any directory of users of the Platform or any other information relating to users or the use of the Platform.
If you become aware of any behavior that is malicious or contrary to our Terms or the interests of other users, you may contact us at contact@noota.io.
NOOTA cannot be held liable for any breach by the Client of its own obligations in using the Service, nor for any breach by users selected by the Client.
You agree to indemnify NOOTA for any loss it may suffer, and to cover all costs, liabilities, charges and/or judgments it may incur as a result of such breach.
We may limit, restrict, suspend or terminate all or part of your account at any time, without notice or prior notice, in the event of a breach of your duties and obligations under the Terms or at the express request of an administrative or judicial authority, or in the event of an actual or alleged infringement of any right, all without this measure being considered a breach of our obligations.
Your IP address may be used to identify you in order to comply with the Terms.
Any closure of your account will result in the permanent deletion of the information communicated to us when you opened or updated your account, of all documents and other items stored via the Platform, as well as, where applicable, any document or content that you may have published, uploaded or made available on the Platform.
We therefore strongly recommend that you save all documents, information and other items stored on the Platform on your computer or on an external hard drive. Notwithstanding the foregoing, we reserve the right to store the aforementioned documents, information and other items on our servers for a reasonable period of time.
In the event of closure of your account at your initiative, no refund, either total or partial, of sums already paid will be made. In the event of closure of your account at our initiative for non-compliance with these Terms, no refund, either total or partial, of sums already paid will be made. Furthermore, you are strictly forbidden to open a new account, with the same or a different email address, or through an intermediary, without our prior written authorization. In this case, please contact us at the following e-mail address to request the creation of a new account: contact@noota.io.
Our Website and Platform is designed to provide you with all the information you need about our services and our company.
We do our utmost to provide you with a quality Website and Platform, accessible 24/7, offering accurate and precise content, free from any risk of technical failure.
However, due to the nature of the Internet, this cannot be guaranteed. We are therefore not liable for any direct, indirect, special, incidental or consequential damages arising from the use of the Website and/or Platform. In addition, your access to the Service may occasionally be suspended or limited to allow for repairs, maintenance, or the addition of a new feature or service. NOOTA will endeavor to limit the frequency and duration of such suspensions or limitations.
We cannot be held responsible for any errors, unavailability or interruptions that may occur on the Site or Platform. Nor are we responsible for any hacking, errors or viruses that may be installed on your terminal and affect the Service, or for any steps or actions taken or omitted by a system administrator.
NOOTA shall not be held liable for any delay or impossibility for you to meet its obligations to your own clients if the delay or impossibility results from a cause beyond its reasonable control.
In all cases, it is expressly agreed that NOOTA is subject to an obligation of means for the provision of the Service. The Client accepts that NOOTA may only be held liable in the event of a proven fault, it being understood that this liability only applies to direct and foreseeable damage, indirect damage being excluded, and that NOOTA is not liable for commercial losses (including loss of profit, earnings, contracts, expected savings, data, clientele or superfluous expenditure), which are not foreseeable.
Indirect damages include loss of data, time, profits, sales, margins, orders, customers, operations, revenues, commercial actions, or damage to brand image, expected results, third-party action and, in general, any commercial disturbance whatsoever. Likewise, any action by a third party against the Client is considered indirect.
Finally, NOOTA is not responsible for the results obtained and the consequences arising from the surveys commissioned.
The Website and Platform may be translated into different languages. Nevertheless, French remains the "standard" language of our company and our business. The French language will therefore always prevail over other versions of the Website in the context of our working relationship, particularly in the event of misinterpretation, dispute, litigation, or difficulty in interpreting our services.
You are informed that any case of force majeure immediately and automatically suspends performance of the Platform. In the event of force majeure lasting more than two months, we reserve the right to suspend or terminate the service without notice or compensation.
In particular, events beyond our control, which could not be reasonably foreseen when the Service was made available and whose effects cannot be avoided by appropriate measures, and which prevent its use, are considered to be force majeure.
In particular, these are those usually retained by the jurisprudence of French courts and tribunals, such as war, riot, fire, internal or external strikes, lock-out, occupation of premises, bad weather, earthquake, flood, water damage, legal or governmental restrictions, legal or regulatory modifications, accidents of all kinds, epidemics, pandemics, illness affecting more than 10% of our company's staff within a period of two consecutive months, lack of energy supply, partial or total shutdown of the Internet network and, more generally, of private or public telecommunications networks, road blockages and supply impossibilities and any other event beyond our control preventing the normal execution of our Platform.
The invalidity of any of the clauses herein shall not entail the invalidity of the Terms, and the other clauses shall continue to have effect.
Temporary or permanent non-enforcement of one or more clauses of the Terms does not imply waiver of the right to enforce such clause(s).
NOOTA is a company incorporated under French law. Consequently, the use of our service is subject to French law and any dispute will be brought exclusively before the competent French courts.
We reserve the right to modify the Terms at any time and without prior notice. We therefore advise you to consult them as regularly as possible.
Please feel free to contact us via our chat for any issue regarding these terms of use.
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