PLEASE CAREFULLY READ THESE TERMS OF SERVICE (“Terms”), WHICH, ALONG WITH HEEDIFY PRIVACY POLICY, OUTLINE THE AGREEMENT BETWEEN (“HEEDIFY”) AND YOU, THE CUSTOMER, REGARDING THE USE OF OUR SERVICES AND ACCESS TO THE HEEDIFY WEBSITE (“Site”). THESE TERMS, TOGETHER WITH THE PRIVACY POLICY AND THE HEEDIFY ORDER FORM (INCORPORATED BY REFERENCE), CONSTITUTE THE “AGREEMENT” BETWEEN HEEDIFY AND THE CUSTOMER IDENTIFIED ON THE APPLICABLE ORDER FORM. HEEDIFY RESERVES THE RIGHT TO UPDATE THESE TERMS FROM TIME TO TIME. ANY CHANGES WILL BE COMMUNICATED EITHER BY POSTING A NOTICE ON OUR WEBSITE OR SENDING AN EMAIL NOTIFICATION. TO STAY INFORMED, CUSTOMERS SHOULD REGULARLY REVIEW THE WEBSITE FOR UPDATES AND ENSURE THEIR CONTACT DETAILS REMAIN CURRENT. THE USE OF ANY INFORMATION COLLECTED IS GOVERNED BY THE PRIVACY POLICY IN EFFECT AT THE TIME OF COLLECTION. ANY RIGHTS NOT EXPLICITLY GRANTED UNDER THE AGREEMENT ARE RESERVED BY HEEDIFY.
Services
Heedify’s proprietary technology platform and solutions (the “Services”) are licensed to the Customer under the terms of this Agreement for the purpose of configuring call flows within the Customer’s Microsoft Teams communication platform.
For clarity, “Users” refer to the named individuals, including the Customer’s employees or consultants, who are authorised or assigned by the Customer to access and use the Services. The Customer is responsible for ensuring compliance with this Agreement and is liable for any misuse of the Services by its Users.
The Customer may transfer access rights to a new User, provided that the previous User ceases all use of the Services and the transfer does not exceed the maximum number of authorised Users. Any additional limitations will be specified in the applicable Order Form.
The Services are hosted on Microsoft Azure (“Azure”) and are subject to Microsoft’s terms and conditions of service. Except for the specific rights and licenses explicitly granted in this Agreement, all other rights remain solely with Heedify, including full ownership of the Services and related documentation.
Third Party Software
The Services may operate alongside or integrate with third-party software products or applications, which must be licensed separately by the Customer. The use of such third-party software may be subject to additional or differing terms and conditions set by the respective providers.
It is the Customer’s responsibility to ensure proper installation, operation, and maintenance of any third-party software required to interface with the Services. Heedify does not guarantee the availability, compatibility, or continued support of any third-party products. Furthermore, Heedify bears no liability for any issues arising from the Customer’s failure to obtain or maintain the necessary rights to use such software.
The Customer agrees to indemnify and hold Heedify harmless against any claims or disputes arising from the Customer’s use of third-party software.
Term and Renewal
Unless otherwise specified in the applicable Order Form, the Initial Term of this Agreement is 12 consecutive months from the Start Date listed in the Order Form.
Following the Initial Term, this Agreement will automatically renew for successive one (1) year periods on each anniversary of the Start Date, unless terminated as outlined in this Agreement.
At the time of renewal, the Customer may modify the number of Users. This Agreement remains in effect until formally terminated.
Termination
Upon expiration or termination of this Agreement, the Customer’s right to use the Services will immediately cease.
Termination for Convenience: Either Party may terminate this Agreement during any Renewal Period, as outlined in the Order Form.
Termination for Cause: Either Party may terminate this Agreement if the other Party breaches its obligations and fails to remedy the breach within 20 days after receiving written notice specifying the nature of the breach.
Fees, Payment, and Taxes
The Customer agrees to pay Heedify all applicable fees for the Services and the authorised number of Users, as specified in the Order Form. Payment obligations are non-cancelable, and all fees paid are non-refundable.
During any automatic renewal term, the per-user pricing will not increase by more than 5% compared to the previous term, unless:
• Heedify has provided the Customer with at least 90 days’ written notice of a different price adjustment before the next renewal period, or
• The pricing in the prior term was designated as “promotional” or “pilot” on the Order Form.
Additionally, Heedify may introduce newly developed features or functionalities that may be subject to additional fees.
The Customer is responsible for reimbursing Heedify for any sales or use taxes that Heedify is legally required to collect in relation to the Customer’s use of the Services under this Agreement.
Interactive Information
The Customer acknowledges that, as part of the Services, Heedify collects and aggregates data related to user behavior and other interactive information.
The Customer agrees that, during the term of this Agreement, Heedify may retain and utilise aggregated or anonymised data to enhance and improve its products and services. The collection, processing, and use of such data are governed by the Heedify Privacy Policy, which also outlines additional rights available to EU residents.
Where required by applicable laws or regulations, including the EU General Data Protection Regulation (GDPR), the transfer and processing of personal data will be conducted in accordance with the Heedify Privacy Policy. Both Heedify and the Customer agree to comply with these terms, which form a legally binding part of this Agreement.
Confidentiality
“Confidential Information” refers to any non-public information disclosed by one party to the other, including but not limited to:
• The Services and any planned future functionality.
• Pricing and the terms of this Agreement.
• Proprietary data, know-how, or any other information shared in writing and marked as “confidential,” or disclosed orally and later documented as confidential within five (5) business days.
The receiving party agrees to:
1. Use Confidential Information solely for the purposes outlined in this Agreement.
2. Limit disclosure to employees, consultants, affiliates, agents, or subcontractors who have a legitimate need to know and are bound by non-disclosure agreements at least as strict as this Agreement. These individuals or entities must not be direct competitors of the disclosing party.
Confidential Information remains protected for four (4) years from the date of last disclosure, or indefinitely if it qualifies as a trade secret under applicable law. The receiving party is responsible for any misuse of Confidential Information by its employees, agents, subcontractors, consultants, affiliates, or users.
The obligations of confidentiality do not apply to information that:
• Was already known to the receiving party before disclosure, without any obligation of confidentiality.
• Becomes publicly available without violating this Agreement.
• Is lawfully obtained from a third party without confidentiality restrictions.
• Is independently developed without reference to the disclosing party’s Confidential Information.
If the receiving party is required to disclose Confidential Information due to a legal or governmental order, they must promptly notify the disclosing party (if permitted) before disclosure.
In the event of an actual or threatened breach of confidentiality, the Customer acknowledges that Heedify would suffer irreparable harm with no adequate legal remedy. Therefore, Heedify is entitled to seek injunctive relief or other equitable remedies to prevent or restrain the breach, without needing to prove actual damages or post a bond.
Disclaimer
The Service and accompanying Heedify documentation are provided “as is”, without any warranties or guarantees of any kind. Heedify and its suppliers do not warrant that:
• The Service will function in all environments or be compatible with all third-party applications.
• The Service will be free from errors, bugs, or interruptions.
• The Service will fully meet the Customer’s specific business needs.
To the fullest extent permitted by law, Heedify expressly disclaims all warranties, whether express, implied, statutory, oral, or written, including but not limited to:
• Accuracy, reliability, and correctness of the Service
• Compatibility, integration, or interoperability with other software
• Non-infringement of third-party rights
• Merchantability or suitability for a specific purpose
The Customer acknowledges that use of the Service is at their own risk. Some jurisdictions may not allow the exclusion of certain warranties, so specific limitations listed above may not apply in all cases.
Limitation of Liability
To the fullest extent permitted by law, except in cases involving:
• Breach of Heedify’s intellectual property rights
• Customer’s payment obligations
• Breach of confidentiality
• Indemnity obligations
Neither party—including their affiliates, officers, employees, agents, suppliers, or licensors—shall be liable for any indirect, special, incidental, punitive, exemplary, or consequential damages, including but not limited to:
• Loss of use, data, business, or profits
This applies regardless of the legal theory under which a claim is brought, whether or not Heedify was advised of the possibility of such damages, and even if a remedy fails its essential purpose.
Notwithstanding anything to the contrary in these terms, Heedify’s total aggregate liability for any claim related to loss or damages arising from the Agreement or Customer’s use of the Services shall not exceed the greater of:
1. $100, or
2. The total amount paid by Customer to Heedify for the two months preceding the claim.
Some jurisdictions may not allow certain limitations of liability. In such cases, liability will be restricted to the maximum extent allowed by law.
Indemnity
By Heedify
Heedify agrees to defend, indemnify, and hold Customer harmless from any third-party claims, actions, suits, or proceedings (“Claims”) alleging that the Service, when used in compliance with this Agreement, infringes any valid United States patent or copyright. This indemnification applies only if Customer’s use of the Service strictly follows the terms of this Agreement.
Heedify’s indemnification obligations are subject to Customer:
(a) Providing prompt written notice of any Claim, though delays will not excuse Heedify’s obligations unless Heedify is prejudiced by the delay.
(b) Allowing Heedify sole control over the defense of the Claim. Heedify will not settle any Claim requiring Customer’s admission of guilt or financial/performance obligations without Customer’s consent.
(c) Assisting Heedify by providing necessary information, cooperation, and authority, at Heedify’s request and expense.
If the Service becomes or, in Heedify’s opinion, is likely to become the subject of an infringement claim, Heedify may, at its discretion:
1. Obtain the rights for Customer to continue using the Service.
2. Modify or replace the Service to make it non-infringing while maintaining its core functionality.
3. Terminate the Customer’s license and refund any prepaid, unused fees if neither of the above options is feasible.
This indemnification constitutes Heedify’s entire liability for intellectual property infringement claims.
The indemnification does not apply if the alleged infringement results from:
• Modifications made by a party other than Heedify.
• Combining Heedify’s Service with third-party products, materials, or processes where the infringement would not have occurred otherwise.
• Use of outdated versions of the Service if Heedify has provided a non-infringing update.
• Custom features or specifications requested by Customer.
• Any proprietary rights in which the Customer has an interest.
By Customer
Upon Heedify’s request, Customer agrees to defend, indemnify, and hold Heedify harmless from any third-party claims, damages, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising from:
• Customer’s use of the Service in breach of its licensed rights.
• Customer’s content violating applicable laws or regulations.
• Customer’s breach of these Terms.
Force Majeure
Neither party shall be liable for any failure to perform its obligations (excluding payment obligations) due to circumstances beyond its reasonable control, including but not limited to:
• Wars, riots, labor strikes, natural disasters
• Internet infrastructure failures
• Government laws, regulations, or legal orders
Any delays caused by Customer’s failure to meet its obligations (e.g., lack of system readiness or failure to provide required data) will not excuse payment obligations to Heedify.
Feedback
Heedify values any feedback, comments, or suggestions submitted by the Customer, Users, or any other individuals (“Submitter”) about our Service or website, whether in writing, verbally, or through posting on Heedify’s forums (“Feedback”). Should a Submitter choose to submit Feedback, Heedify may use, incorporate, or share such Feedback without any obligation to the Submitter. By submitting Feedback, the Submitter assigns all rights, title, and interest in that Feedback to Heedify. If such assignment is not valid, the Submitter grants Heedify a royalty-free, perpetual, worldwide license to use or integrate any suggestions, recommendations, or enhancement requests into the Service.
Entire Agreement
This Agreement represents the complete and exclusive understanding between the Parties regarding Customer’s use of the Services. Any modifications to this Agreement must be made through a fully executed written amendment signed by both Parties, referencing this Agreement or the Heedify Order Form. Terms on Customer’s purchase orders, other ordering documents, or emails that seek to modify or supplement this Agreement are void and do not affect the terms of this Agreement, even if signed by Heedify. This Agreement supersedes any prior verbal or written communications or representations made by the Parties related to its subject matter.
Heedify
Registration No: 835 168 741 R.C.S Paris