Standard Service Agreement

Last updated: May 15th, 2023

This Standard Terms of Service (“Agreement”) is entered into between you as a Customer (as defined below) and Random Team (“Company”) and applies to the any product, website or service provided by Company, including but not limited to the Microsoft Teams application entitled “RandomCoffee” (“RandomCoffee”), the website www.random-coffee.com and its subdomains (the “Website”) and any other product or service to which Company applies the Agreement (collectively, the “Service”).

By clicking “i agree” or similar confirmation or by using the service you are agreeing to be bound by the agreement.

If you are using the service on behalf of an organization, you represent that you have authority to bind the organization to the agreement and are agreeing to the agreement for that organization. Where you are using the service on behalf of an organization, “you” and “your” refer to the organization.

1. DESCRIPTION OF THE SERVICE

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The Service promotes social interactions and connections in organizations by randomly assigning users in groups to meet for a coffee chat (a “Coffee Chat”). The Service allows you to create and foster stronger engagement across your organization.

You are a “Customer” who will use the Service to permit authorized “Users” to access your subscription as further detailed in Section 2. Users are subject to separate User Terms of Service , which every User permitted onto the Service must consent to prior to accessing said Service.

You agree and acknowledge it is your sole responsibility to (a) ensure that all Users consent to the User Terms of Service and Privacy Policy prior to accessing the Service and shall be liable for their compliance therewith; (b) obtain any consents or permissions from Users necessary for the lawful use of the Service and collection and/or use of any User data; (c) inform authorized Users of any relevant Customer settings, practices, requirements and policies that may impact the processing of User data; and (d) ensure that the transfer and processing of User data during the Term as defined below is lawful.

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2. SUBSCRIPTION, ACCESS

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2.1 - Free Subscription.

If you are assessing the free version of the Service, Company hereby grants you a non-transferrable, limited subscription to access and use free portions of Service (the “Free Subscription”). The Free Subscription may limit your access to some aspects of the Service.

2.2 - Paid Subscription.

If you purchased a paid subscription for a pro version of the Service, Company hereby grants you a non-transferrable, limited subscription to access paid portions of the Service pursuant to such paid subscription, in each case subject to the Agreement (the “Paid Subscription”). The Paid Subscription permits additional Users and additional features as permitted by the terms of your Subscription (collectively, the “Features”). Paid Subscriptions are renewed automatically unless subscription is terminated, suspended or canceled by you, and you hereby consent to such auto renewal.

2.3 - Trial Subscription.

The Company may provide a trial subscription for all or certain Features of the Service (the “Trial Subscription”) for 14 days (the “Trial Period”), in which case the Company grants you a non-transferrable, limited subscription to access all or certain Features for the Trial Period. After the Trial Period, you may enter in your payment information in order to immediately purchase a Paid Subscription if you wish to continue to use the Features or your subscription shall continue under the Free Subscription. Any data you enter and customizations you make using the Trial Subscription may be permanently lost unless you purchase a Paid Subscription to the Service. Your data cannot be exported from the Trial Subscription version of the Service. Notwithstanding any other provisions in these terms, access to the Trial Subscription is on an “as-is” basis without any representations, warranties and/or conditions of any kind. Additional terms and conditions applicable to the Trial Subscription may appear on the applicable registration page. Any such additional terms and conditions are incorporated into these Agreement by reference.

2.4 - Modifications.

Company reserves the right to modify the price, features or options included in the Free Subscription, Paid Subscription and Trial Subscription from time to time, temporarily or permanently. Further details on price modifications can be found under Section 3.

2.5 - Age of Access.

Anyone accessing Service must be at least 18 years old, or the age of majority in their jurisdiction (whichever is older). You represent and warrant that you have the right and authority to enter into and comply with this Agreement.

2.6 - Accounts and Login Information.

To use the Service Microsoft Teams integration feature, you might be asked to use your Microsoft Teams account (“Microsoft Account’) and download and install the RandomCoffee application from Microsoft Appsource or Teams app store, you can also access the Service by logging into your account on www.random-coffee.com. You will also be subject to Microsoft’s Terms of Use for use of your Microsoft Account, which may be found here: microsoft.com/en-us/legal/terms-of-use. You shall ensure that you and all Users keep passwords used to access the Service secure and confidential, use commercially reasonable efforts to prevent unauthorized access to your and your User’s accounts with the Service and notify Company promptly of any such unauthorized access.

2.7 - Third Party Links.

The Service may include links to third party websites. Company is not responsible for the content such third party websites and any kind of loss/damage arising out your access or use of them.

2.8 - Third Party Vendors.

You acknowledge and agree that Company uses third-party vendors and hosting software, including but not limited to Microsoft Teams, to provide the Service to you. You further acknowledge and agree that except to the extent required by law, Company shall not be liable or responsible for the acts or omissions of such third-party vendors or hosting software. You shall comply with all third-party vendor terms and policies to access and use the Service and your failure to do so may render the Service inoperable or limit Service functionality.

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3. SUBSCRIPTION FEE

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‍3.1 - Fee.

Current subscription terms are available at www.random-coffee.com/pricing. The price of the Paid Subscription is displayed to you at the time of purchase and may include a monthly or annual recurring fee (the “Fee”). The Fee is charged on the day of the month or year in which your Subscription commences (or such other date agreed to by the parties). Company reserves the right to adjust the price of the Fee upon at least 14 days’ notice, such adjustment to take effect on the subsequent Fee billing cycle.

3.2 - Taxes.

The Fee excludes taxes and any applicable duties and charges, which you shall pay as well. If Company pays or collects taxes on your behalf, you shall pay Company the applicable amount, which you shall pay on the same terms as the Fee. If you do not remit the applicable taxes for the Fee and/or other amounts owed to Company, you will indemnify Company for any liability or expense Company may incur in connection with such tax and be solely responsible for the payment of such tax as well as any related penalties or interest.

3.3 - Upgrading or Downgrading.

For monthly and annual Paid Subscriptions, you can upgrade to permit more Users to access the Service (and if applicable access certain additional Features) by paying an additional Fee (prorated to the date of the month or year in which you upgraded and payable on the subsequent Fee billing cycle) or downgrade upon Company approval of your downgrade request. Pricing tiers for monthly and annual Paid Subscriptions can be found at www.random-coffee.com/pricing. For monthly Paid Subscriptions, the Fee paid to downgrade a Paid Subscription is nonrefundable for the month in which you downgraded (with the downgraded Fee taking effect on the subsequent Fee billing cycle). For annual Paid Subscriptions, when downgrading the Company shall give a pro-rated credit based on the Fee for the next tier down towards your next billing cycle. Credits that Customer may accrue for any reason which are not used on subsequent billing cycles will expire following termination, suspension or cancellation of a Paid Subscription and will have no currency and/or exchange value, and will not be refundable and/or transferable.

3.4 - Cancellation.

You may cancel a Paid Subscription by providing Company at least 14 business days written notice to [e-mail], with “Cancellation” as the subject line, or by canceling through the web application. Upon cancellation: (a) you remain liable for all charges accrued up to the date of cancellation (pro-rated in relation to the current billing period if necessary) and you shall not receive a refund for any Fee already paid; and (b) access to your Paid Subscription will automatically terminate and all associated data, to the extent held by Company, deleted.

3.5 - Payment.

You shall provide Company with a form of payment and corresponding payment information (for example, bank account or credit card information) acceptable to Company. You shall immediately notify Company of any inaccuracies to payment information. Company, or any third party acting on Company’s behalf, is authorized and has the right to automatically charge the Fee on a recurring monthly basis. The Fee excludes applicable taxes, which Company charges as required by the laws of your jurisdiction and that you shall pay pursuant to Section 3.2.

3.6 - Failure to Pay.

Failure to timely pay the Fee for a 14 (fourteen) shall result in Company ceasing to offer the Service to you until this Agreement is terminated pursuant to Section 5.3(a) or you pay all Fees in arrears. The Company reserves the right to charge interest on any overdue Fee.

3.7 - Refunds.

Company shall not provide a refund for any Fee unless required to by applicable jurisdiction or in its sole discretion. If you believe that you are entitled to a refund, you may request a refund by emailing Company at [e-mail], including the email header “REFUND REQUEST” and describing in the body of the email how you qualify for a refund and other relevant details of your request.

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4. CUSTOMERS, USERS AND ADMINISTRATORS

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The Service may provide Customers the ability to appoint Users with certain administrative controls (each, an “Administrator”), including but not limited to: (a) changing team related settings; (b) creating or deleting Users; (c) generating and viewing analytics, such as User match history; or (d) the appointment of additional Administrators.

Customers are solely responsible for the appointment (and removal) of Administrators and actions they take. Company’s responsibilities do not extend to the internal management or administration of the Service for you.

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5. TERM AND TERMINATION

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5.1 - Term.

Unless otherwise specified in writing by Company, this Agreement is effective beginning on the date accepted (the “Effective Date”) and continues until terminated (the “Term”).

5.2 - Suspension.

Company reserves the right to suspend or otherwise restrict access to the Service without notice if Company believes you are in breach of any term of the Agreement and for any other reason as detailed in this Agreement or applicable policies/agreements. In the event that the Service is restricted or suspended, Company is not liable to you, any User or any third party for any loss arising from such action. Company has sole discretion to lift a suspension or reverse restricted access.

5.3 - Termination.

The Term terminates upon the earliest of:

a. your failure to timely pay any amount due and owing and failure to remedy non-payment within seven days after receipt of notice for amounts overdue by 14 days;

b. your non-compliance with the Agreement and failure to remedy such non-compliance within seven days after receiving notice;

c. at your option, pursuant to Section 3.4;

d. immediately, upon Company ceasing to offer the Service and that may occur at any time without notice; or

e. in the case of a Free Subscription or Trial Subscription, at your option upon not providing a payment method or cancellation through the web application.

5.4 - Effect of Suspension, Termination.

Upon suspension or termination of a Paid Subscription, you acknowledge and agree that Company shall immediately cease your access to the Service. Company may store data related to the Service provided by Company for you and associated data, including analytics and match data that are hosted on the Service, for up to one year after the date of termination after which Company may permanently delete all data related to the Service provided by Company for you. Notwithstanding the foregoing, you acknowledge and agree that you are not entitled to a refund or other compensation of any kind resulting from such suspension or termination, including any losses sustained by the deletion of data associated with the Service, regardless of whether affected by you or Company, and that Company shall not be liable to you or any third party for such suspension or termination and any related loss related thereto.

6. YOUR ACCESS TO THE SERVICE

6.1 - Authorized Use.

During your use of the Service, you may not:

a. knowingly provide false or inaccurate information to Company;

b. decompile, disassemble or reverse engineer the Service;

c. alter, change or circumvent security related aspects of the Service;

d. export or share versions of the Service (or parts of the Service) outside the Service (including through any project or job postings);

e. use any automated system (bot, spider, etc.) to access the Service;

f. reproduce, rearrange, modify, change, alter, translate, create derivative works from, display, perform, publish, or distribute the Service;

g. break, disrupt or attempt to break or disrupt any device used to support the Service or other’s experience of the Service or knowingly exploit a flaw or bug in the Service;

h. store or transmit material that is infringing, libelous, unlawful or in violation of any person’s rights or a group of people’s rights;

i. use the Service to provide information or data to a competitor of Company;

j. harass, abuse, stalk, threaten or impersonate any person or group of people, including any Company contractor, employee or agent;

k. use hate speech, hate terms, racist speech, racist terms or any other words or symbols that signify hate towards any person or group of people, including derogatory comments against women or minorities;

l. sell, rent, lease or sublicense the Service or access thereto, unless expressly permitted by the Company in writing;

m. promote, encourage or undertake illegal activity;

n. infringe or violate third-party rights including but not limited to: (i) contractual rights; (ii) copyright, patent, trademark or trade secret rights; (iii) privacy rights; (iv) publicity rights; or (v) confidential information; or

o. distribution of anything containing a computer virus or any code, file or software program, as determined by Company in its sole and absolute discretion.

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6.2 - Your Representations and Warranties.

You represent and warrant that: (a) all information provided to Company during registration and onboarding process is accurate; (b) you have authority to download and install Microsoft Teams and download, install and add the Service to your Microsoft Account and team; (c) you have the ability to gather consents from all authorized Users to the User Terms of Service and Privacy Policy prior to their access and use of the Service; and (d) you have authorization to make payments using the payment details you provided to Company. You agree to provide Company with documents to verify your identity and personal or business details upon request. Any information that Company collects from you is subject Company’s Privacy Policy.‍

6.3 - Privacy Policy and Privacy Law Compliance.

Your use of the Service is governed by a Privacy Policy detailing how Company collects, uses and discloses personal data about you, and is available at www.random-coffee.com/privacy. By agreeing to the Agreement, you represent and warrant that your use of the Service complies with applicable privacy laws and are permitted to share the personal data that you share with Company. If at any time you disagree with the Privacy Policy, you must immediately stop use of the Service and contact Company at [e-mail].

7. PROPERTY‍

7.1 - Company Property.

The Service, including but not limited to software, workflow processes, user interface, designs, know-how and other technologies provided by Company are the proprietary property of Company and its licensors, and all right, title and interest therein, including but not limited to all associated intellectual property rights, remain only with Company and its licensors. You may not remove or modify any proprietary marking or restrictive legends in the Service. Company reserves all rights unless expressly granted in this Agreement.

7.2 - Customer Property.

You retain all right, title and interest in all information, content and data owned or licensed by you that you provide or share through the Service, including but not limited to account bios and profile pictures, (“Customer Property”) subject to any agreement imposed by third party vendors and services. Company shall not use or access Company Property except in connection with the Service and you hereby grant Company a limited and revocable license to Customer Property under all copyright, trademark, trade secret, patent, privacy and publicity rights and any other intellectual or industrial property rights you own or control to use, display, modify, record, translate, transmit or otherwise exploit such Customer Property solely in order to facilitate the provision of Service. You represent and warrant that all consents, licenses and rights necessary to license Customer Property to Company are obtained prior to providing or sharing any such Customer Property with Company.

7.3 - Third Party Rights.

All right, title and interest in and to the third party services including but not limited to copyrights, patents, trademark, trade secrets, trade names, computer code (source and object), are owned by or licensed to the respective third party services providers. The Agreement does not convey any right, title or interest in, or constitute the sale of any right to, the third party services.

7.4 - Feedback; Survey.

Unless otherwise agreed to in writing, Company may use your name/company name (only if explicit consent is given) and other communications in Company marketing and promotional materials in the limited context of surveys, reviews, rating and comments that you provided Company through the Service (“Feedback”). By submitting Feedback, you agree that: (a) your disclosure is voluntary, free, unsolicited, and without restriction; (b) your Feedback does not contain the confidential or proprietary information of third parties; and (c) Company is free to use the Feedback without any compensation to you and to disclose the Feedback on a non-confidential basis or otherwise to anyone.

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8. DISCLAIMER: LIMITATION OF LIABILITY, INDEMNITY

8.1 - Disclaimer.

The service is provided to you “as is” and company and its subsidiaries, affiliates, officers, directors, employees, representatives and assigns (collectively, the “company parties”), disclaim all representations, warranties and conditions, express, implied or statutory, including without limitation merchantability, fitness for a particular purpose, non-infringement of third-party rights or compliance with laws within your jurisdiction. Without limiting the foregoing, the company parties make no representation or warranty that use of the service will not infringe any copyright, patent, trademark law or other rights held by a third party. Further and without limiting the foregoing, the company parties make no representations or warranties that the service, services performed and products provided by the company parties or other third parties, will comply with applicable laws within your jurisdiction, meet your requirements, not cause damage to you, your property or property of others, or that operation of the service will be uninterrupted, continuously available, error free or will not harm your computer or mobile device or result in lost data. The company parties make no representations, warranties or guarantees regarding: (a) your satisfaction with the service; (b) that the service will always be available and error free; or (c) that the company will promptly respond to any inquiries or submissions. No oral advice or written information provided by the company parties will create any warranty and you shall not rely exclusively upon such advice or information. You bear the entire risk as to the performance, operation and quality of the service.

8.2 - Limitation of Liability.

The company parties shall not be liable to you for any claim, loss or damage of any kind arising out of or relating to the service or third-party services, including without limitation direct, consequential, incidental or special damages. To the extent that the above limitation of liability is not applicable in your jurisdiction, any claim that you may have against the company parties must be commenced no later than six (6) months after the day on which the claim is discovered or ought to have been discovered by you.

8.3 - Maximum Aggregate Liability.

Note that some jurisdictions do not allow the disclaimer of certain terms or warranties or exclusion of liability for certain damages and, if any disclaimer or limitation of liability is found unenforceable, void or does not fully shield the company parties from liability, you agree that the company parties’ maximum aggregate liability in any case whatsoever will be the total amount paid by you to the company in the 12 months immediately preceding the date of the harm in question.

8.4 - Indemnity.

You shall indemnify, defend and hold the company parties harmless from and against any claim, demand, liability, injury, damage, cost, loss or expense, including reasonable attorneys’ fees, that arise from or relate to the service. You cannot settle any claim without the company’s advance written consent unless such settlement releases the company parties unconditionally. The company reserves the right to, at its expense, assume control of the claim.

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9. DISPUTE RESOLUTION

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9.1 - Initial Dispute Resolution.

Most disputes between you and Company can be resolved without resort to legal action. If you have any dispute with Company, you agree that you will contact us at [e-mail], and provide a brief, written description of the dispute and your contact information. You and Company agree to use commercially reasonable efforts to settle any dispute, claim, question, or disagreement directly through consultation, and good faith negotiations shall be a condition to either party initiating a lawsuit.

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10. GENERAL

10.1 - No Joint Relationship /Independent Contractor Relationship.

Nothing in the Agreement shall be construed to create any joint partnership, joint venture, employer-employee or agency relationship between you and Company.

10.2 - Governing Law.

The Agreement, User Terms of Service, Privacy Policy and any other applicable policies by Company (“Random Team Policies”) are governed by the laws of France, without reference to principles of conflicts of laws. The parties irrevocably attorn to the jurisdiction of the appropriate national and provincial courts of France to hear any proceedings related to the Random Team Policies.

10.3 - Severability and Waiver.

If any provision of the Random Team Policies is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law with remaining provisions of the Random Team Policies in full force and effect. No failure or delay by a party in exercising any right, power or remedy under the Agreement constitutes a waiver.

10.4 - Force Majeure.

Except for any payment obligations, neither you nor the Company shall be liable for failure to perform any obligation under the Agreement to the extent such failure is caused by a force majeure event (including acts of God, pandemics (including government-imposed recommendations and restrictions due to a pandemic), natural disasters, war, civil disturbance, action by a government entity, strike, and other causes beyond reasonable control). The party affected by the force majeure event shall provide notice to the other party within a commercially reasonable time and shall use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a force majeure event shall be performed as soon as reasonably possible when the force majeure event concludes.

10.5 - Assignment.

Company may assign the Agreement without your consent or notice to you. You cannot assign the Agreement.

10.6 - Survival.

Sections 3.7, 5.4, 6.3, 7, 8, 9 and 10 survive termination of the Agreement.

10.7 - Currency.

Unless otherwise stated, all references to sum of money or fees in the Agreement or the Service are expressed under the Client’s currency choice. The Client can choose, in the Service, to display all prices, to pay, and to be invoiced among the following 3 currencies: Euro (“EUR” or “€”), Dollar “USD” or “$”, British Pound Sterling (“GBP” or “£”).

10.8 - Entire Agreement.

The Agreement, together with the Random Team Policies and any other agreed upon documents linked to or reference in this Agreement, constitute the entire agreement between you and Company with respect to the subject matter hereof and supersedes any prior oral or written agreements, communications, representations or undertakings provided.

10.9 - Override Agreement.

You and Company may override this Agreement with Enterprise Terms of Service, which will supersede the terms and conditions of this Agreement if executed.

10.10 - Updates.

Company reserves the right to modify the Agreement at any time (each, an “Update”) and shall inform you of each Update. After informing you of an Update, you are deemed to accept any Update by continuing to use the Service unless you terminate the Service. Unless Company states otherwise, an Update is automatically effective 30 days informing you of such Update.