Terms of Service

Last updated March 27, 2025

PREAMBLE

The purpose of this license agreement is to define the terms and conditions for the provision and use of REEMO software solutions (hereinafter referred to as the « License Agreement »).

The License Agreement sets forth the contractual terms and conditions applicable between :

The Customer or End User, as the case may be, and
Reemo, a société par actions simplifiée (simplified joint stock company), registered with the R.C.S. of Meaux under number 799 605 142, having its registered office at 14 avenue de l'Europe, 77144 Montévrain and VAT number FR06799605142 (hereinafter « Reemo ») ; e-mail: hello@reemo.io, represented by its legal representatives, Mr Bertrand JEANNET, Mr Gwenael FOURRE and Mr Yann FOURRE.

The Customer, the End User and Reemo are individually or jointly referred to as the « Partie(s) ». The Customer and the End-User, as the case may be, each represent and warrant that they have the authority, capacity and majority required to enter into this License Agreement.

Reemo has developed several REEMO software solutions, supplied in Software As A Service or "On premises" mode, which are mainly remote access software for home and/or business users, based on a high-performance, low-latency streaming protocol.

The contractual provisions applicable to REEMO API are not covered by this License Agreement. The End User must contact Reemo in order to conclude a specific contract.

In the absence of formal acceptance of this License Agreement, each Customer End-User is a party to this License Agreement, as a third party beneficiary of a "stipulation pour autrui" (stipulation for third parties) within the meaning of article 1205 of the French Civil Code, which becomes irrevocable upon acceptance, for all the License Agreement stipulations applicable to it (principally the obligations relating to the scope of the right to use the REEMO SOFTWARE). This acceptance is deemed acquired by the first use of a REEMO SOFTWARE. The Customer is responsible for the compliance of its End-Users with the provisions of this License Agreement applicable to them.

The Customer acknowledges having received all information relating to the functionalities of the REEMO Software(s) concerned, prior to entering into this License Agreement, and acknowledges that such functionalities correspond to the Customer's needs.

The Customer and the End User, as the case may be, acknowledge and accept that access to and use of the REEMO Solution implies unreserved acceptance of this License Agreement.

This Preamble forms an integral part of the License Agreement.

The fact that the Customer or the End-User, as the case may be, when creating a REEMO Account, or when using any REEMO Software for the first time, checks the box "I have read and accept the license agreement" or "Please read or accept our Terms of Service", implies acceptance of the entire License Agreement and acknowledgement that he/she has read all the pages thereof. In any event, the Customer may contact Reemo to negotiate the terms of the License Agreement before signing.

1. Definitions

Capitalized terms used in this License Agreement, including the preamble, shall have the meanings set forth below, whether used in the singular or plural:

«Administrator»: any person appointed by the Customer to administer and manage End User access and who is bound by the same contractual obligations of this License Agreement as the Customer;

« Anomaly(ies) » : any defect reproducible by the Customer or the End-User intrinsically linked to one of the REEMO Software and independent of a misuse of said REEMO Software by the latter or a person under his control;

« Major Anomaly(ies) » : anomaly rendering the REEMO Software concerned or one of its main functions inoperative, thus paralyzing the operational activity of End Users, and for which no workaround solution can be implemented;

« Minor Defect(s) » : any Defect other than Major Defects;

« Customer » : means a customer of Reemo, whether a legal entity or a natural person, whether or not acting for business purposes and placing an Order directly with Reemo, or the end customer of a customer of Reemo who uses one of the REEMO Software products;

« REEMO Account » : account created by the Customer or End User, as the case may be, with his/her Identifiers to access the REEMO Interface;

«Order»: subscription by the Customer to one of the REEMO Software products;

«Consumer » : any natural person not acting for purposes that fall within the scope of his or her commercial, industrial, artisanal or liberal activity within the meaning of the introductory article of the French Consumer Code;

« License Agreement » : this document - and any annexes ;

« Documentation » : description of the functionalities and prerequisites of REEMO software, available at the following url address: https://doc.reemo.io/ ;

« Data » : elementary description of reality, represented in a form that makes it suitable for processing (e.g. images, texts, videos, etc.);

« Personal Data » : any data concerning an identified or identifiable natural person;

« Intellectual Property Rights » : any right relating to a patent, a patent application, a trademark, a design and/or model, any copyright, any right to prevent the unauthorized extraction of a collection of data, know-how and any other intellectual property right, including business law, recognized by the applicable legislation, belonging to one or other of the Parties;

« Identifier(s) » : the connection identifier specific to each Customer and End User, where applicable, and the related password, required to create a REEMO Account;

« REEMO Interface » : the environment enabling the Customer and End Users, where applicable, to access REEMO Software via the REEMO Account and the Customer to manage the access of its End Users;

« REEMO Software » : all software published by Reemo and presented on its website;

« Third Party Software » : any software or application provided or published by a third party and used by the Customer and/or its End Users, where applicable, as part of their use of REEMO Software;

« Update(s) » : any modifications intended to maintain, adapt or enhance the functionality of a REEMO Software, including security updates;

« Service Model(s) » : installation modes for REEMO Software, subdivided as follows:

"On premises" installation onx the customer's Information System; or
Installation in "As a Service - aaS" mode (cloud computing - IaaS, PaaS and SaaS) on a highly secure hardware and software environment, provided by Reemo, or a Reemo partner, as part of the present terms and conditions, remote and distinct from the Customer's Information System infrastructures, and configured for the Customer's needs; this environment may be a dedicated space (Private Cloud) or a shared space (Public Cloud) ;

« Non-professional » : any legal entity that does not act for professional purposes within the meaning of the introductory article of the French Consumer Code;

« Prerequisites » : set of requirements, described herein, and in the Documentation, which the Customer's and End-User's necessary equipment and their settings must meet in order to access the REEMO Software;

« Professional » : any individual or legal entity, public or private, acting for purposes within the scope of its commercial, industrial, artisanal, liberal or agricultural activity, including when acting in the name or on behalf of another professional within the meaning of the introductory article of the French Consumer Code;

« Malicious Program » : any harmful computer code such as viruses, logic bombs, worms, Trojan horses, or any other code or instruction infecting or affecting any program, software, Data, file, database or other material or element and damaging or impairing the integrity or confidentiality, disabling in whole or in part, diverting or enabling to be diverted in whole or in part an information system from its intended use;

« End User(s) » : Members of the Customer's staff or third parties (e.g. the Customer's external service providers), expressly authorized by the Customer to use the REEMO Software, within the limit of the number of licenses granted by Reemo to the Customer in the Order; this includes both "administered" and "non-administered" users ("administered" users may also be Reemo Customers for their own needs);

« Information System » : all hardware, operating systems, Data, databases, systems, third-party elements and/or software packages used by the Customer under its responsibility;

« Target Terminal(s) » : computer(s) that meet(s) the Prerequisites and that are configured to allow the use of REEMO Software, the number of which authorized per Customer depends on the terms of the Customer's Order;

« Control Terminal(s) » : any nomadic or fixed digital terminal, with an Internet connection and complying with the Prerequisites, enabling REEMO software to be used via the REEMO Interface, by connecting to one or more Target Terminals;

2. Effective date and duration

2.1. Customers

Concerning the free version of REEMO Software: the License Agreement comes into force upon first use and will remain in force for an indefinite period until terminated under the conditions described herein.

For other versions of REEMO Software: the License Agreement is effective from the date of confirmation of the Order by the Customer until termination of the subscription by the Customer under the conditions set out in the article "Suspension and Termination".

Reemo offers monthly subscriptions to REEMO Software with no commitment or annual subscriptions with commitment. Each subscription is automatically renewed by tacit agreement for the same duration as the initial subscription, unless terminated by the Customer under the conditions set out in the "Suspension and Termination" article.

2.2. End-users

The License Agreement will be effective from the first use of all or part of a REEMO Software by the End User until the End User no longer uses any REEMO Software because (i) the Customer has cancelled its license to use with Reemo, or (ii) the End User has decided to no longer use the REEMO Software(s), or (iii) Reemo has terminated the License Agreement as provided herein.

3. Scope of the right to use REEMO Software

3.1. Rights granted

Without prejudice to the article "Intellectual Property" herein, Reemo grants to the Customer and to each End User, as the case may be, a license to use the REEMO Software concerned, in accordance with the terms and financial conditions set forth in the Order.

The right of use granted by this License Agreement is defined as the right to make permanent or temporary reproductions of the REEMO Software, by any means and in any form to the extent necessary to load, display, perform, transmit or store the REEMO Software, solely for the purpose of using the REEMO Software in accordance with its Documentation.

Where applicable, the Customer acknowledges and accepts that it is solely responsible for managing the access of its End Users, and is responsible for their compliance with the provisions of the License Agreement applicable to them.

The End User understands and accepts that his access to and use of the REEMO SOFTWARE is chosen and administered not by Reemo, but by the Clients.

3.2. Prohibitions and limitations

3.2.1. General

The right of use does not apply to :

any use of the REEMO Software other than in accordance with this License Agreement;
any use of any REEMO Software and/or its Documentation, in any manner whatsoever and in any form whatsoever, for the purpose of designing, producing, distributing or marketing a similar or identical program and/or derived or entirely new software;
any total or partial modification, adaptation, translation, reproduction or arrangement of any REEMO Software not necessary to enable its use in accordance with its intended purpose;
any act of marketing, selling or sublicensing of any REEMO Software and any removal or modification of any Reemo logo contained in the REEMO Software without its prior consent.

Pursuant to Article L.122-6-1 of the French Intellectual Property Code, it is expressly agreed that Reemo reserves the exclusive right to correct any errors discovered under the terms and conditions of the License Agreement. The Customer or End-User may only carry out the aforementioned correction operations or have them carried out with the prior written authorization of Reemo.

3.2.2. Specific to content consulted via REEMO Software

The Customer and the End-User acknowledge that Reemo cannot under any circumstances be held responsible for the content they consult or the acts they commit via the REEMO Software. In addition, the Customer and its End Users must comply with all the terms and conditions of use of the search engines and websites they use via the REEMO Software.

In using REEMO Software, the Customer and the End User shall refrain from :

consult content prohibited by the legislation in force in his or her country of residence, including, in France, content relating to the apology, denial or trivialization of crimes against humanity, incitement to the commission of acts of terrorism and their apology, incitement to racial hatred, hatred against persons on the grounds of their sex, sexual orientation, gender identity or disability, as well as child pornography, incitement to violence, including incitement to sexual and gender-based violence, and offences against human dignity, and/or ;
be the author of a behavior prohibited by the legislation in force in his/her country of residence, in particular in the case of acts of fraud, identity theft, insult, defamation, harassment, persecution, incitement to hatred, infringement of Intellectual Property Rights or the privacy of others

In this respect, the Customer undertakes to defend and indemnify Reemo against any legal action or claim alleging that the content or behaviour of the Customer's End User or Reemo infringes the Intellectual Property Rights of a third party, public order or morality, or violates any legislation in force in the Customer's or End User's country of residence.

Reemo may be required to cooperate with the public authorities, including the national police, and consequently to request from the Customer information enabling the identification of its End User at the origin, to which the Customer also undertakes to cooperate.

The same obligations apply to End Users when using an instant chat area accessible via the REEMO Interface.

4. REEMO Software access, integration and prerequisites

4.1. Access conditions

4.1.1. Creating a REEMO account

- Customers

Customers can access REEMO Software in two different ways:

If the Customer does not have any End Users: he/she must create a REEMO Account, with associated Identifiers, via the https://portal.reemo.io/website. The Customer will then have access to the REEMO Interface.
If the Customer has End Users, he must create a REEMO Account and will then receive from Reemo an access link to the REEMO Interface, in the form of a personalized url if necessary, which will enable each End User to access the REEMO Software(s) for which the Customer has subscribed. The Customer is solely responsible for managing access to the REEMO Interface by its End Users within the limit of the number of licenses it has subscribed to with Reemo in the Order through its Administrator.

The Customer agrees to create only one Reemo Account, in his/her own name.

- End-users

The End User must open a Customer's invitation, sent to his email address, to join his REEMO Interface.

If the End User already has a REEMO Account, he/she will be able to log in with his/her Identifiers to join the REEMO Interface. Otherwise, the End User can join the REEMO Interface via the Customer's REEMO Account.

The End User is not required to download the REEMO Software application onto the Target Terminal, as this is the Customer's responsibility.

4.1.2. Login management

Identifiers are personal and confidential. The Customer and End Users undertake to use highly secure passwords, and recognize that this is an essential obligation incumbent exclusively upon them. They are used under the sole responsibility of the Customer and the End User, who undertake not to divulge them.

In the event that the Customer or the End-User, as the case may be, becomes aware of any unauthorized access or disclosure of the Identifiers, it undertakes (i) to immediately inform Reemo thereof via the address support@reemo.io, and (ii) to change the Identifiers in accordance with the procedure laid down by Reemo

4.1.3. Specific access conditions

Customers wishing to use REEMO Software must then download the application on each Target Terminal from the following url addresshttps://portal.reemo.io/.

With the free version of REEMO Software, the Customer is authorized to use two (2) Target Terminals and several Control Terminals simultaneously.

4.2. Prerequisites

4.2.1. For all REEMO software: "Connectivity Test" and "Compatibility Table".

Prior to using any REEMO Software, the Customer or End-User, as the case may be, must perform the "Connectivity test" available on the REEMO Interface. If the test is not positive, the Customer or End-User, as the case may be, may not use the REEMO Software as it stands and must therefore contact Reemo customer service in order to try, as far as possible, to find a solution.

To enable interoperability of REEMO Software, the Customer and End-User, where applicable, must ensure for the duration of the License Agreement that its terminals meet the conditions of the compatibility table available on the REEMO Interface.

Reemo provides the Customer with all the Documentation required for the proper use of REEMO Software.

4.2.2. Specific requirements for the use of certain REEMO software packages

In order to ensure interoperability, the Customer must ensure, for the duration of the License Agreement, the following Prerequisites:

The Target Terminal(s) must not be switched off.
The use of some REEMO Software requires that the Customer has Internet access from his Control Terminal via a web browser only, and that this connection has a minimum speed of 2Mbps.

4.3. Integration and configuration

The Customer must choose the Service Model he/she wishes to use for the paid versions of REEMO Software. In the case of installation on an infrastructure (aaS) provided by Reemo, this service includes in particular the performance of the following tasks, which the Customer expressly accepts and validates in advance:

integration of the REEMO software, i.e. its coherent assembly with the elements of the customer's information system;
parameterization of the REEMO Software for the Customer's needs, including a special personalized URL access to the REEMO Interface for the Private Cloud.

Reemo details the specific conditions of these services in the Documentation available to the Customer, who acknowledges having read and accepted it.

5. Security

5.1. Third-party management and security

The Customer must ensure the security of its Information System, its Control Terminals and its Target Terminals, as well as any third-party elements used. This is an essential obligation of the Customer under the License Agreement.

In this respect, the Customer undertakes, in particular, to apply a rigorous password management and renewal policy, to regularly carry out the Updates required by its Information System, and to carry out the necessary maintenance, modifications or changes to the IT equipment in its care. It is also the customer's responsibility to ensure that all Data is backed up.

5.2. REEMO Software Security

Reemo undertakes to implement general measures aimed at ensuring the security of REEMO Software, in particular those referred to below, taking into account the state of the art, knowledge, implementation costs and current and classic risks weighing on remote connection solutions (but does not take into account specific risks related to the context and/or the particular nature of the purposes and/or Data, for which the Customer and its End Users, where applicable, are solely responsible):

Web access portal with authentication ;
TLS encrypted connection ;
Simple video flow between the End User and his Target Terminal ;
Store passwords in encrypted format.

In accordance with paragraph 8° of article L224-24-5 of the French Consumer Code, Reemo has implemented a security incident management procedure. For example, depending on the type of security breach, Reemo will isolate virus-infected media, block its information system by preventing connection to the Internet, keep proof of connection to its system, immediately change access passwords to its information system, notify the CNIL and the persons concerned where appropriate, etc.

6. REEMO software maintenance and support

Reemo will be exclusively responsible for the corrective and evolutionary maintenance of the REEMO Software and will alone define the resources, tools, methods and means of implementation required for the maintenance service.

6.1. Corrective maintenance

6.1.1. Anomaly management

The corrective maintenance service includes the correction, or failing that the bypassing, of any Anomaly affecting one of the REEMO Software, and in no case includes requests for modification or evolution of the REEMO Software on the part of the Customer. Anomalies may be detected by Reemo or the Customer.

In this respect, the Customer shall notify Reemo as soon as possible and in detail, of any Anomaly that it has observed (or that its End Users have observed, as the case may be) by e-mail with acknowledgement of receipt, to the following address: suport@reemo.io. Reemo will intervene on working days, between 9am and 6pm, in mainland France, excluding French public holidays.

The Customer undertakes to cooperate actively and in good faith with Reemo in the resolution of Anomalies.

The use of a REEMO Software may occasionally be suspended due to a maintenance service required for the proper operation of said software or for security reasons. Reemo undertakes to make every effort to minimize any such interruption.

This corrective maintenance will be provided for the duration of the License Agreement, at no additional charge.

6.1.2. Exclusions

The Customer and the End-User acknowledge that the maintenance services provided for herein do not cover Anomalies resulting from : (i) factors beyond Reemo's reasonable control, (ii) unauthorized access to the REEMO Software via the Identifiers, (iii) third-party elements used by the Customer or its End Users, where applicable, including Third-Party Software, (iv) modification of the REEMO Software by the Customer or any of its End Users, if any, and (v) use of the REEMO Software by the Customer or any of its End Users, if any, in an abnormal manner or in a manner not in accordance with the Documentation or Reemo's instructions.

6.2. Upgradeable maintenance

Evolutionary maintenance, provided exclusively by Reemo during the term of the License Agreement, covers adaptation, modification and development work on the REEMO Software(s), necessary for its operation and development under normal and secure conditions, such as Updates and new versions.

Upgraded maintenance does not include requests from the Customer for upgrades or modifications to the functionalities or characteristics of the REEMO Software(s), nor adaptations of the latter to any regulatory obligations applicable to the Customer. In such cases, the Customer must contact Reemo to determine the feasibility, terms and pricing conditions of such a request.

6.3. Availability rate

Reemo will endeavour to guarantee a monthly availability rate for REEMO Software, provided in IaaS mode, equal to 99.5%, excluding service interruptions that may be necessary or unforeseeable, as indicated in the "Corrective Maintenance" article.

6.4. Support

At the Customer's request, Reemo provides customer support, i.e. support that does not require intervention on the source code. Support is available at the following e-mail address: support@reemo.io

Reemo does not guarantee any response time.

If the Customer wishes Reemo to carry out training courses for its End Users, a prior estimate must be drawn up.

7. Intellectual property

The Customer and the End User, as the case may be, acknowledge that Reemo remains the sole owner, on an exclusive basis, of the REEMO Software, its Updates and its associated Documentation, which includes, but is not limited to, all texts, graphics, images, logos, names, denominations, trademarks, techniques, processes, know-how, sounds, photographs, videos, drawings, Data, object code and source code as well as all related rights, in particular Intellectual Property Rights.

This License Agreement does not constitute a sale or assignment of all or any part of the REEMO Software.

The Customer must ensure that it holds all Intellectual Property Rights necessary to use Third Party Software within the scope of its license to use REEMO Software.

8. Financial terms and conditions

8.1. Specific financial conditions for the free version

In return for the license to use the free version granted by Reemo, the Customer does not owe any financial consideration, except in the case of subscription to paid versions. This version allows Customers to discover, free of charge, certain features of REEMO Software before subscribing to a paid option. This enables Reemo to create a community of users of its services.

8.2 General financial conditions for other options and versions of REEMO Software

8.2.1. Description

Reemo proposes several subscription offers for REEMO Software, which are presented in the REEMO Interface and are the subject of a description of the options included.

It is the customer's responsibility to check the compatibility of the proposed offers, as described in the REEMO Interface, with his own needs or those for which he intends to use them.

8.2.2. Price

The Customer may take out a license for one or more REEMO Software packages in the form of a monthly subscription with no commitment or an annual subscription with commitment.

Special or introductory offers of a REEMO Software version or option of varying duration may also be offered on a temporary basis. Unless otherwise specified, such special or introductory offers shall be subject to this License Agreement.

The subscription price is indicated in euros (€) including all taxes at the time of the Order summary.

For offers that can be subscribed to directly online, without a personalized quote, the final subscription price varies according to the number of End-User licenses subscribed to each month. More precisely, at the start of the subscription, i.e. at the beginning of each month or year, the customer chooses the number of End-User accesses he wishes to have. If during the subscription period, i.e. during the month or during the year, the Customer increases the number of End User accesses, then at the end of each subscription period, the subscription price will be adjusted.

Reemo reserves the right to modify the price of its offers at any time. Price changes apply immediately to all new Orders. However, prices applicable to Orders already placed may be revised on January 1st of each year in the event of an increase in the Syntec Index over the previous twelve (12) months. Reemo will notify the Professional or Non-Professional Customer in writing of any indexation of prices to the Syntec Index at least one (1) month before it comes into effect.

In the event of a price increase during the subscription period, the Consumer Customer is informed by e-mail with one (1) month's notice. The Customer may then terminate the subscription immediately, within fifteen (15) days of receiving notification of the new price, if he does not accept the new price. If the Customer fails to cancel within this period, the new price will apply from the next subscription expiry date following the date on which the new price takes effect.

In the event of an increase in VAT (Value Added Tax) or the introduction of any new tax applying to the price, this will be reflected in the subscription price.

8.3. Placing an order and payment terms

8.3.1. Order and payment terms

An Order implies that the Customer has created a REEMO Account and has logged in.

Only certain offers can be subscribed to directly online. When it is indicated to contact the sales team directly, the Customer must submit a request and Reemo will then propose a personalized quote to the Customer. The Customer must formally confirm acceptance of the quotation.

For offers subscribed to directly online, Reemo will then provide the Customer with a summary of the information relating to his Order, where the Customer is invited to check the details of his Order, identifying any errors and correcting them or cancelling his subscription. Only the price shown on the summary page at the time of the Order is applicable. The Customer must then click on the payment button after confirming acceptance of this License Agreement. A page dedicated to the payment of the Order opens, where the Customer is asked to choose a payment method and to complete the form identifying the chosen payment method.

Reemo offers the Customer different payment methods for the subscription price:

via the STRIPE secure payment platform implemented by the STRIPE service provider (www.stripe.com): the following payment methods are accepted: bank cards (visa®, mastercard®, american express®) or SEPA transfers. Reemo does not store bank details;
by bank transfer to Reemo's bank account, only for offers that are subject to a personalized quotation and therefore cannot be subscribed to directly online. Invoices are payable within thirty (30) days of receipt.

By providing a means of payment to Reemo via STRIPE, the Customer declares that he/she is authorized to use the means of payment provided and that the payment information is correct and accurate.

The Customer acknowledges that placing an Order implies an obligation to pay and acceptance of these terms and conditions. Failure to pay will prevent the License Agreement from being formed.

The Customer must update his account and other information as soon as possible in order to honour the payment of his subscription.

For Professional or Non-Professional customers, any delay in payment, other than that justified by a duly substantiated serious dispute, will give rise ipso jure, and without any prior formal notice, to the application of late payment penalties from the day following the payment deadline, the amount of which will be equal to three (3) times the legal interest rate in force, without any prior formal notice, as well as an indemnity of forty (40) euros for collection costs, in accordance with articles L441-10 and D441-5 of the French Commercial Code.

8.3.2. Order confirmation and proof

The Customer acknowledges that confirmation of the Order, by receipt of a confirmation email, or by validation of the personalized quotation, entails the conclusion of a contract between the Customer and Reemo and implies (i) acceptance of this License Agreement and acknowledgement of full knowledge thereof, and (ii) where applicable, authorization given to Reemo, via STRIPE, to debit the chosen means of payment for amounts due at the frequency corresponding to the subscription until termination of said subscription under the conditions set forth in "Termination and Suspension".

All the data supplied and the recorded confirmation shall constitute proof of the transaction. This information will be deemed authentic unless the Customer provides written proof to the contrary.

Reemo reserves the right to refuse an Order in the event that it is abnormal, abusive, fraudulent or contrary to the provisions of the present article, or in the event of refusal to authorize payment by credit card or Paypal by banking organizations.

9. Warranties

9.1. General warranties

Reemo provides the REEMO Software on an "as is", "as available" and "as available" basis and therefore does not warrant that the REEMO Software is error-free or that its operation will be uninterrupted, or that it will meet the Customer's specific requirements.

Reemo represents and warrants to the Customer and its End Users, if any, that it has the necessary and sufficient Intellectual Property Rights to grant the rights to the REEMO Software under this License Agreement.

In this respect, Reemo guarantees against :

any condemnation, by virtue of a court decision, which has become final and not subject to appeal, based on the infringing nature of any REEMO Software;
or, any damages payable by the Customer and/or its End-Users, where applicable, under a settlement concluded in the context of a dispute with a third party, on condition that Reemo is a signatory thereto or, at the very least, has given its prior written consent to the amount of compensation awarded.

This warranty is expressly subject to the following conditions:

the Customer and/or the End User concerned, as the case may be, must notify Reemo of any third-party formal notice, by registered letter with acknowledgement of receipt, without delay in the case of an emergency procedure and, in all other cases, within eight (8) calendar days of said formal notice;
Reemo shall have control of the means of defence and of any amicable settlement;
the Customer and/or the End-User concerned, where applicable, shall loyally cooperate in the defence of the action referred to in the present article, by providing Reemo, at its own expense, with all elements, information and assistance useful and necessary for the successful completion of such defence;
the action and/or claim must relate exclusively to the REEMO Software, and be unrelated to any modification or use thereof not authorized by Reemo.

In the event of the occurrence of the event referred to in (i) of this article, Reemo undertakes, at its option, to :

provide the Customer and its End-Users, where applicable, with a replacement component of equivalent characteristics and performance; or
obtain the right, for the Customer and any End Users concerned, to continue to use the REEMO Software under the same conditions.

This warranty of eviction constitutes the entire liability of Reemo and the sole remedy of the Customer and/or the End User, as the case may be, in respect of infringement of the Intellectual Property Rights of third parties, whether for indemnification, breach of contract, warranty or otherwise.

The Customer or the End User, as the case may be, each warrants that they hold all the rights and authorizations required for the use of (i) the content they distribute via REEMO Software and (ii) Third Party Software and that they have paid all the rights and payments that may be required.

In this respect, the Customer undertakes to defend and fully indemnify Reemo, including all legal and defense costs, against any legal action, claim, demand, court decision that has become final or transaction alleging that the content or Third Party Software used by the Customer and/or its End Users infringes the Intellectual Property Rights of third parties, public order or morality, or violates any legislation in force in the Customer's or End-User's country of residence, provided that Reemo informs the latter that a claim has been made under this article.

9.2. Right of withdrawal and guarantees specific to consumer and non-professional customers

9.2.1. Right of withdrawal

In accordance with paragraph 13 of article L221-28 of the French Consumer Code, for contracts for the supply of digital content not supplied on a physical medium, the execution of which has begun after prior express agreement by the Consumer Customer, or the Non-Professional Customer, and express renunciation of his/her right of withdrawal, the latter no longer benefits from the right of withdrawal.

The execution of a REEMO Software, which is a digital content, will start as soon as the Order is finalized. Consequently, by accepting this License Agreement, the Customer waives his right of withdrawal in order to benefit immediately from the digital service ordered from Reemo before the end of the legal withdrawal period.

If this is not the case, the Consumer or Non-Professional Customer has a withdrawal period of fourteen (14) days from completion of the Order to use the paid version of the REEMO Software concerned. In the event of withdrawal, Reemo will reimburse all payments received, without undue delay and, in any event, no later than fourteen (14) days from the date on which Reemo is informed of the decision to withdraw from this License Agreement. Reemo will make the refund using, within the limits of technical feasibility, in principle the same means of payment as that used for the initial transaction, and in any event, this refund will not incur any costs for the Customer.

The Customer must exercise his/her right of withdrawal by informing Reemo of his/her decision to withdraw by sending the withdrawal form below or any other unambiguous statement expressing his/her wish to withdraw to the following e-mail address: hello@reemo.io

For the attention of Reemo, 14 avenue de l'Europe, 77144 Montévrain;

e-mail: hello@reemo.io

I/We (*) hereby notify you (*) of my/our (*) withdrawal from the contract for the sale of the following goods (*)/provision of services (*):

Ordered on (*)/received on (*) :

Name of consumer(s) :

Address of consumer(s) :

Signature of consumer(s) (only in the case of notification of this form on paper) :

Date :

(*) Delete as appropriate.

9.2.2. Legal warranty of conformity and warranty against hidden defects applicable to digital content

REEMO Software qualifies as "Digital Content" within the meaning of the preliminary article of the French Consumer Code.

Consequently, the Consumer Customer, and also the Non-Professional Customer, benefit from the legal guarantee of conformity and the guarantee of hidden defects, detailed below (appendix to article D211-4 of the French Consumer Code), concerning REEMO Software:

The consumer has the right to invoke the legal warranty of conformity in the event of the appearance of a lack of conformity during the term of the License Agreement, starting from the date of supply of the digital content or service. During this period, the consumer is only required to establish the existence of the lack of conformity, and not the date of its appearance.

The legal warranty of conformity entails the obligation to provide all updates necessary to maintain the conformity of the digital content or service during the term of the License Agreement.

The legal guarantee of conformity entitles the consumer to have the digital content or service brought into conformity without undue delay following his request, at no cost and with no major inconvenience to him.

The consumer may obtain a price reduction by retaining the digital content or digital service, or he may terminate the contract with a full refund in exchange for relinquishing the digital content or digital service, if :

The professional refuses to bring the digital content or service into conformity;
The compliance of the digital content or service is unjustifiably delayed;
The digital content or service may not be brought into conformity at no cost to the consumer;
Bringing the digital content or service into conformity causes major inconvenience to the consumer;
The non-compliance of the digital content or service persists despite the professional's unsuccessful attempt to bring it into compliance.

The consumer is also entitled to a price reduction or rescission of the contract where the lack of conformity is so serious as to justify immediate price reduction or rescission of the contract. In such cases, the consumer is not obliged to ask for the digital content or service to be brought into conformity beforehand.

In cases where the lack of conformity is minor, the consumer has the right to cancel the contract only if the contract does not provide for the payment of a price.

Any period of unavailability of the digital content or service for the purpose of bringing it back into conformity suspends the remaining warranty period until the digital content or service is supplied again in conformity.

These rights result from the application of articles L. 224-25-1 to L. 224-25-31 of the French Consumer Code.

Any professional who obstructs the implementation of the legal guarantee of conformity in bad faith is liable to a civil fine of up to 300,000 euros, which may be increased to 10% of average annual sales (article L. 242-18-1 of the French Consumer Code).

The consumer also benefits from the legal warranty for hidden defects in application of articles 1641 to 1649 of the French Civil Code, for a period of two (2) years from the discovery of the defect. This warranty entitles the consumer to a price reduction if the digital content or service is retained, or to a full refund in exchange for renunciation of the digital content or service.

9.2.3. Updates

The Consumer and Non-Professional Customer has the right to the supply of Updates necessary to maintain the conformity of the REEMO Software throughout the duration of the License Agreement in accordance with Article L224-25-25 of the French Consumer Code. Where the Consumer Customer does not install, within a reasonable period of time, the Updates supplied by Reemo, Reemo shall not be liable for any lack of conformity resulting solely from the non-installation of the Updates concerned under the conditions referred to in the aforementioned article.

10. Liability

Reemo may only be held liable for its fault proven by the Customer and/or the End User, where applicable, and therefore to the exclusion of any case of force majeure, and for direct and foreseeable damage which would be the immediate consequence to the exclusion of any indirect and/or intangible damage, i.e. loss of sales, loss of clientele and reputation and loss of Data.

Reemo shall not be liable for any damages resulting from improper use of the EEMO Software, in particular any use contrary to the recommendations set forth in this License Agreement and in the Documentation.

Lastly, Reemo shall not be held liable for any inconvenience or damage resulting from (i) any unavailability, slowdown and/or difficulty in accessing REEMO Software caused by a failure or inadequacy of the Internet connection available to the Customer and/or End User, as the case may be, and (ii) the security failure of the Customer's Information System or any other failure, in particular the presence of a Malicious Program, as well as any incompatibility of the Control Terminals, of the Target Terminal(s) of the Customer and/or of the End-User, if applicable, and more generally of any third-party element, with a REEMO Software or (iii) the disclosure of its Identifiers by the Customer and/or one of its End-Users, if applicable.

In any event, except in the case of Consumer Customers, Reemo's total liability to the Customer and its End Users, if any, under the obligations arising from this License Agreement, shall not exceed, all damages combined, regardless of the cause of the damage, the basis of the claim, including warranty claims, and the procedure used to bring it to a successful conclusion, two (2) times the total amount of the sums, exclusive of tax, paid by the Customer during the twelve (12) months preceding the month in which the event giving rise to the claim (or the event giving rise to the first claim in a series of related claims) occurred. This limit of liability is reduced to the sum of 1,500 euros for the free use of REEMO Software.

The Parties expressly agree that the limitations of liability set forth in this Article shall survive the termination of the License Agreement for any reason whatsoever.

The Customer declares that it is insured and undertakes to maintain in force its insurance contract with a solvent insurance company established in France, for all the pecuniary consequences of its professional civil liability in tort and/or contract, due to bodily injury, material and immaterial damage caused within the framework of the execution of the present License Agreement.

11. Suspension and termination

In the event of total or partial non-payment or late payment of the subscription price on the due date by the Customer, Reemo reserves the right to suspend the license . The Customer will then have a period of fifteen (15) days to pay the outstanding amount, it being understood that the subscription price will remain due in full. In the event of non-payment of the sums due within the allotted time, Reemo shall have the right to terminate this License Agreement without further formalities.

Such termination shall not entail any reimbursement by Reemo, and the Customer shall remain liable for payment of the contractual sums due until the subscription expires.

Furthermore, in the event of a serious breach by the Customer and/or one of its End-Users, as the case may be, of its contractual obligations or of abusive or fraudulent behavior, Reemo may terminate this License Agreement by operation of law, thirty (30) calendar days after receipt by the Customer of a notice to perform its obligations which has remained without effect, except in an emergency.

Any abusive or fraudulent behaviour by an End User, particularly with regard to the rights of others, including Intellectual Property Rights and the right to privacy, will be reported to the Customer and the End User's REEMO Account will be immediately suspended after informing the Customer, without entitling the Customer to any compensation.

Reemo reserves the right to terminate any subscription or access to its services if it detects an obvious attempt to circumvent the system of different subscription plans in order to pay less. This includes, but is not limited to, situations where multiple individuals from the same company subscribe to plans intended for individual persons rather than those dedicated to corporate entities.

In the event of such a practice being detected, Reemo may, without notice and without the right to a refund, suspend or terminate the subscriptions in question. Reemo also reserves the right to take any other measures deemed necessary to protect its interests and those of its customers who comply with the terms of use.

Whatever the cause of termination, Reemo may also claim damages for any loss it has suffered.

Customers may cancel their subscription at any time via the REEMO Interface or by sending a letter with acknowledgement of receipt to Reemo, giving fifteen (15) days' notice. If this notice period is not respected, the subscription will be fully renewed.

The Customer may terminate this License Agreement in the event of a serious breach by Reemo of its principal obligations as defined in this License Agreement, thirty (30) days after receipt by Reemo of a formal notice, stating such breach, which has remained unsuccessful.

Cancellation does not entail any reimbursement of the subscription price, and any sums already paid for the subscription remain the property of Reemo.

In the event of termination of the License Agreement for any reason whatsoever, the sections "Intellectual Property", "Liability", "Confidentiality", "Warranties", "Governing Law and Jurisdiction" shall survive and all those which, by the nature of the obligations provided therein, shall survive hereafter.

Upon termination of the License Agreement, for any reason whatsoever, all rights granted hereunder shall cease to exist. The Customer and its End Users, if any, will therefore no longer have access to or use of the REEMO Software. The Customer shall also delete any copies of REEMO Software which it has lawfully made for use on its Terminals and those of its End Users.

12. Force majeure

Neither Reemo, nor the Customer, nor the End User, shall be held liable, or be deemed to have breached the License Agreement, for any non-performance due to force majeure.

Force majeure is defined as events beyond the control of the Parties which render performance of the License Agreement impossible, as generally accepted by jurisprudence, as well as failures or fluctuations in the supply of all or part of the external electrical network or the network provided by a telecommunications services operator, or any other cause beyond the express control of the Parties (such as war, strikes outside the company, social unrest, terrorist attacks, public calamities, fire, etc.).

By express agreement between the Parties, any event - in particular of a health nature - which restricts movement in public or private spaces, such as the COVID-19, shall in no case constitute a reason for the Customer to be released from its obligation to pay, provided that Reemo remains in a position to honour its obligations.

The Party invoking an event constituting force majeure shall notify the other Party within five (5) working days of the occurrence of such event. Should such an event prevent the Parties from performing their obligations for a period in excess of thirty (30) days, performance of this License Agreement will be suspended and the Parties undertake to enter into discussions to find an alternative solution. Should the Parties fail to find an alternative solution within a further period of eight (8) calendar days, the License Agreement shall be terminated by operation of law, without any compensation being due.

13. Privacy

All information or Data, in whatever form and on whatever medium, disclosed by Reemo to the Customer, or to the End-User, as the case may be, under the License Agreement which is marked as confidential or which may reasonably be understood by the End-User to be confidential given its nature and the circumstances of its disclosure, shall be deemed confidential hereunder.

For the duration of the License Agreement, the Customer and the End-User, as the case may be, undertake not to use such confidential information for any purpose other than that provided for in the License Agreement and/or to disclose it to third parties without the prior consent of Reemo.

The confidentiality obligations in this section shall remain in effect for a period of five (5) years following the termination of the License Agreement for any reason whatsoever.

14. Protection of Personal Data

Within the scope and for the duration of this License Agreement, Reemo will process the Customer's Personal Data in its capacity as data controller, in accordance with its privacy policy.

On the other hand, when the Customer's End Users use REEMO Software, then Reemo acts as the Customer's subcontractor. In this case, the provisions relating to the subcontracting of Personal Data are detailed in Appendix 1 of this License Agreement.

15. Audit

Reemo may, after prior written notice to the Customer, with a minimum of five (5) working days' notice, carry out or have carried out, at its own expense and during normal working hours, an audit by an independent third party in order to verify the Customer's compliance with its contractual obligations under the "Intellectual Property" and "Scope of the right to use a REEMO Software" articles. Reemo undertakes to ensure that the person in charge of the audit is not a competitor of the Customer and is subject to an obligation of confidentiality concerning the information disclosed by the Customer in the context of the audit covered by this article.

In the light of the audit report, Reemo may decide to terminate the License Agreement under the conditions described in the "Suspension and Termination" article.

16. Transfer

The License Agreement may not be assigned or transferred by the Customer or the End User, as the case may be, without the prior express written consent of Reemo.

Reemo is authorized to assign or transfer all or part of its obligations under this License Agreement to any third party of its choice, to whom all or part of the rights to the Solution are assigned or granted, in accordance with article 1216, paragraph 2, of the French Civil Code. He will inform the Customer, who acknowledges and accepts in advance such third party as his co-contractor hereunder.

17. Modification

The Customer and the End-User, as the case may be, understand and acknowledge that Reemo has the right to modify all or part of this License Agreement at any time. Reemo will inform the Customer thirty (30) days in advance via the REEMO Interface or by e-mail (it being the Customer's responsibility to inform its End Users, where applicable). In the absence of any objection from the Customer within this period, the modifications will be deemed accepted and valid for the future. In the event of a dispute, the Customer must contact Reemo in order to find an amicable solution. Failing this, at REEMO's option, either the old version of the License Agreement will continue to apply or the Customer and its End Users, where applicable, will have to cease using REEMO Software.

18. Miscellaneous

This License Agreement, together with the Order Confirmation e-mail or the customized quotation and directly related e-mail exchanges, if any, represent the entire agreement between the Parties and supersede and cancel all prior agreements or representations, oral or written, relating to its subject matter.

Tolerance of a situation by one Party does not grant any acquired right to the other Party and shall not be construed as a waiver of the right to assert the rights in question, unless expressly agreed otherwise between the Parties.

If one or more of the stipulations herein are held to be invalid or declared as such in application of a law, regulation or following a final decision by a competent court, the other stipulations retain all their force and scope.

19. Applicable law - Jurisdiction - Dispute resolution

This License Agreement is governed by French law.

Except in cases of urgency justifying recourse to the summary proceedings judge, the parties undertake, in the event of a dispute arising in connection with the performance of the License Agreement and before bringing the matter before the competent judge, to implement a procedure designed to facilitate an amicable settlement as quickly as possible, before bringing the matter before the competent judge.

The Final Consumer User may submit the dispute directly to the European Commission's Consumer Ombudsman via its online dispute resolution platform, available at https://ec.europa.eu/consumers/odr/main/index.cfm?event=main.home.chooseLanguage

If no agreement is reached within thirty (30) days (unless the mediation or conciliation procedure requires more time), the Parties agree that the dispute will fall within the exclusive jurisdiction of the Paris Court of Appeal, notwithstanding multiple defendants and warranty claims, even for emergency or conservatory procedures.

For Consumer Customers or Consumer End-Users, the dispute will be brought before the French courts with territorial jurisdiction.

APPENDIX 1
PERSONAL DATA OUTSOURCING AGREEMENT

Reemo may process the Personal Data of the Customer's End User as a subcontractor of the Customer, unless a divergent analysis would lead to the Customer becoming a joint controller with Reemo in which case the Customer, who undertakes to carry out an in-depth analysis on this subject, will promptly notify Reemo and propose any amendment to this License Agreement in order to bring it into compliance with Article 26 of the General Data Protection Regulation No. 2016/679 of April 27, 2016 ("GDPR")and Law No. 78-17 of January 6, 1978 relating to data processing, files and freedoms together the ("Regulations").

For the performance of the License Agreement, Reemo may process and store the End User's Personal Data for the following purposes:

Access to the Customer's REEMO Account ;
Provide high-performance remote access to the REEMO software(s) used;
Provide maintenance and support for the REEMO software used; Hereinafter referred to as the "Processing(s)"

The categories of persons concerned are: End Users.

The Personal Data processed is detailed in the privacy policy for the Processing concerned.

Personal Data will be processed by Reemo for the duration of the license(s) granted to End Users as part of a subscription purchased by the Customer.

As a subcontractor, Reemo undertakes to:

not to process or consult the Personal Data or the files contained therein for any purpose other than the performance of the services it carries out for the Customer under the License Agreement and in accordance with the documented instructions provided by the Customer;
inform the Customer if, in its opinion, an instruction constitutes a violation of the Regulations;
if Reemo is unable to follow the instructions, inform the Customer immediately;
guarantee that its personnel in charge of processing operations are subject to an obligation of confidentiality and receive the necessary training in the protection of Personal Data;
keep a register of the categories of processing activities carried out on behalf of the Customer, in accordance with the provisions of the Regulations;
in the event of transfers of Personal Data outside the European Union or to countries that have been granted an adequacy decision by the European Commission, to frame these transfers by an adequate legal instrument such as standard contractual clauses approved by the competent community or national authorities, and to implement additional measures (e.g. encryption);
in the event of transfers of Personal Data outside the European Union or to countries that have been granted an adequacy decision by the European Commission, to frame these transfers by an adequate legal instrument such as standard contractual clauses approved by the competent community or national authorities, and to implement additional measures (e.g. encryption);
to notify the Customer, as soon as possible after becoming aware of it, of any violation of Personal Data which may occur on the processing means under the Customer's sole control, which do not include the aforementioned third-party elements, in order to enable the Customer to inform the CNIL (French Data Protection Authority) and, where applicable, the persons concerned. In accordance with the Regulations, the obligation to inform the persons concerned in the event of a breach of Personal Data is the sole responsibility of the Customer;
assist the Customer, at its request, in guaranteeing compliance with its security obligations and in carrying out any impact analysis required by the Regulations, provided that it is directly related to the Processing. In this respect, Reemo will provide the information it holds at its disposal, any additional request being subject to prior quotation;
assist the Customer, at its request, through appropriate technical and organizational measures, insofar as possible, in fulfilling its obligation to respond to requests made by data subjects. Under no circumstances will Reemo respond directly or indirectly to requests from data subjects;
inform the Customer of any planned changes concerning the addition or replacement of a subsequent subcontractor. Provided, That Reemo is authorized by the Customer under this License Agreement to use subcontractors by means of a contract which imposes on the subsequent subcontractor, in substance, the same data protection obligations as those imposed under these clauses ;
at the end of the License Agreement, for any reason whatsoever, at the Customer's option (i) delete all Personal Data as far as possible; or (ii) return them to Reemo in the format chosen by Reemo, and destroy any existing copies, unless Union or national law requires them to be retained for a longer period;
provide the Customer with all necessary information to enable it to provide proof of compliance with the obligations set forth herein, and to enable audits to be carried out under the same conditions as those set forth in the "Audit" article of the License Agreement.

Furthermore, taking into account the state of knowledge on the date of signature of the License Agreement, the costs of implementation, the nature, scope, context and risks of the Treatments, Reemo undertakes to take all necessary precautions to prevent any loss of confidentiality, Reemo undertakes to take all necessary precautions to prevent any loss of confidentiality, integrity or availability resulting from a failure of the resources under its sole control, to the exclusion of any third-party elements (i.e. any hardware or Third-Party Software selected and/or supplied by the Customer alone who uses them in the context of the services) hosted by Reemo in the context of the provision of the services.

Additional services not included in the financial terms of the License Agreement will be subject to a quotation and include (i) any request for the return of Personal Data in a different format or according to different methods than those chosen by Reemo, (ii) any request to ensure or allow the transfer of Personal Data to a third party service provider, (iii) any request for assistance from Reemo other than that strictly required by the Regulations for the management of Personal Data at the end of the contract.