Terms & Conditions

Updated on 2022-03-22

Introduction

These Terms of Service (“Terms”) govern access to and use of the Services made available by Claap. By using our Services, you agree to be bound by these Terms. If you use our Services on behalf of an entity or organization, you are binding that organization to these Terms, and you represent that you have the authority to do so.

1. Description of the Service and prerequisites

1.1 Registration

Claap provides asynchronous meeting services for video messaging at work. Upon registration, a user must either create a new Workspace or join an existing Workspace. If a user creates a new Workspace on behalf of themselves, the user is the Customer. If a user creates a new Workspace on behalf of an organization (such as the user’s employer), the organization is the Customer. Customers can invite Authorized Users to their Workspace and must designate at least one Authorized User to be an Administrator, who will manage and control the Workspace. If a user joins an existing Workspace created by another person or organization, that person or organization is the Customer and the user is an Authorized User. All Customers, Administrators, and Authorized Users must comply with these Terms.

1.2 Access

During the Subscription Term, Customer may access and use, and may allow Authorized Users to access and use the Services for its business purposes in accordance with these Terms.

1.3 Software

Claap may make Software available as part of the Services. Subject to these Terms, Claap grants to Customer and its Authorized Users a limited non-exclusive, non-transferable, non-sublicensable license to download and use the Software to the extent necessary to use the Services. Software may update automatically. To the extent a component of the Software contains any open source software, the open source license for that software will govern with respect to that component.

1.4 Restrictions

To use the Services, you may be required to sign up for an account. You must provide accurate and complete information for your account and keep all such account information updated. To the extent the Services enable you to create additional user accounts in connection with your account, you may do so for your employees, contractors and agents. You shall not permit more than the authorized number of authorized users to use your account in any manner, and shall not, nor shall you permit any of your authorized users, to share any access credentials for the Services with any other individuals or entities. You are solely responsible for the activity that occurs on your account, including on authorized user accounts, whether or not authorized, and for keeping all access credentials associated with your account, including authorized user accounts, secure.

Customer will not and will ensure Authorized Users do not: (a) reproduce, modify, adapt, or create derivative works of the Services; (b) rent, lease, distribute, sell, transfer, or sublicense the Services to a third party except as permitted in these Terms; (c) interfere with, disrupt, or circumvent any security measures or mechanisms designed to protect the Services; (d) reverse engineer, disassemble, decompile, or seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs of Services; (e) remove or obscure any proprietary or other notices contained in the Services; (f) harass, threaten, or cause distress, unwanted attention, or discomfort to a person or entity; (g) impersonate or falsely state or misrepresent an affiliation with anyone; (h) use the Services to transmit any viruses, worms, trojan horses, or other harmful or malicious code or programs; (i) use the Services to build competitive products; or (j) misuse the Services in any way, including in violation of these Terms or applicable law. Any use of data mining, robots, or similar data gathering and extraction tools or framing all or any portion of the Services without Claap’s permission is strictly prohibited. Customer will prevent, terminate, and notify Claap of any unauthorized or illegal use of or access to its or any Authorized User account or the Services.

1.5 Corporate Domains

If a user creates a Workspace using an email address belonging to their employer or organization, that account may be added to the organization's Workspace, in which case Claap will provide notice to the user or Administrator of the account, so they can help facilitate the transfer of their account. The Administrator of the Workspace will have the ability to control that account, which includes being able to access, modify, or remove information from the account, modify user roles, and delete or restrict access to the account. Customers and Authorized Users agree to comply with their organization’s terms and policies regarding use of the Service.

1.6 Responsibilities

Any information or Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk, and we aren’t liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.

You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.

The Services may contain links or connections to websites or services of third parties that are not owned or controlled by Claap. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that Claap is not responsible for such risks.

Claap has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, Linear will not and cannot monitor, verify, censor or edit the content of any third-party site or service. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.

2. Customer Responsibilities

2.1 Authorized Users

Customer is responsible for Authorized Users’ use of the Services and their compliance with these Terms. Customer will ensure that all Authorized Users are over the age of 13 or the applicable age of digital consent, whichever is older. Customer represents that it has obtained all consents necessary for Customer and its Authorized Users’ use of the Services, including Customer’s ability to convert accounts previously registered by individuals using Customer’s business email domain into Authorized User accounts.

2.2 Customer Data

Customer is responsible for ensuring all Customer Data and any other content or information provided to Claap or uploaded, posted, recorded, or transmitted to the Services complies with these Terms. If any Customer Data violates these terms, Claap may ask Customer to remove or edit the Customer Data so it is no longer in violation, or Claap may, but is not obligated to, remove the Customer Data or take action as needed to resolve the issue.

2.3 Third-Party Apps

Third-Party Apps are subject to their own terms and privacy policies. Customer is responsible for reviewing those terms and policies before using Third-Party Apps. Claap is not responsible for Third-Party Apps and does not warrant or support them. By enabling a Third-Party App that uses or accesses Customer Data, Customer authorizes the transfer of that data to the Third-Party App and, if applicable, will ensure that there is a legally valid data transfer mechanism for the transfer or onward transfer, in accordance with all applicable privacy and data protection laws.

2.4 Prohibited Content

Customer will not and will ensure Authorized Users do not upload, post, record, or transmit any harmful, offensive, unlawful, or otherwise objectionable content to Claap or the Services, including content that: (a) is threatening, abusive, harassing, defamatory, vulgar, obscene, discriminatory, or hateful; (b) infringes any patent, trademark, trade secret, copyright or other intellectual property right or violates the rights of others in any way; (c) contains pornography or sexually explicit material; (d) is harmful to minors; or (e) promotes or provides instructional information about illegal activities or promotes physical harm or injury to any group or individual.

3. Data Protection

3.1 Processing of Customer Data

Claap will only process and use Customer Data: (a) to provide, protect, and update the Services, (b) to enforce these Terms and exercise its rights hereunder, (c) as required by law, and (d) as otherwise instructed by Customer. Claap may collect and use Customer Data on an aggregated and/or anonymized basis for Claap’s internal business purposes; provided that Claap will not not use or share this data in a way that identifies any individual or Customer as the source of the data.

3.2. Security

Claap will maintain an industry-standard information security program that consists of technical and organizational safeguards designed to protect Customer Data, including Claap’s Security Measures. Notwithstanding the foregoing, Customer is responsible for maintaining the security and confidentiality of Administrator and Authorized User accounts, including account credentials such as usernames and passwords.

4. Financial terms

4.1 Fees and taxes

Customer agrees to pay the Fees in accordance with the payment terms set forth on the Order. Customer is responsible for paying applicable Taxes.Unless stated otherwise, all prices and fees shown by Claap are exclusive of taxes or any other fee or charge associated with your Workspace. Where applicable, taxes and regulatory fees will be charged on the invoices issued by Claap in accordance with local laws and regulations. The taxes and regulatory fees charged can be changed without notice. All payments made by you to us under these Terms will be made free and clear of any deduction or withholding, as may be required by law. If any such deduction or withholding (including but not limited to domestic or cross-border withholding taxes) is required on any payment, you will pay such additional amounts as are necessary so that the net amount received by us is equal to the amount then due and payable under these Terms. We will provide you with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under these Terms.

4.2 Renewals

Each Subscription Term will automatically renew, unless Customer cancels their subscription at least 5 days prior to renewal (or any other term stated in their Order).

Customer authorizes Claap to charge Customer’s credit card on file or other automatic payment mechanism the customer chose or to invoice Customer for each renewal until Customer cancels their subscription.

4.3 Downgrades

If Customer fails to pay Fees when they are due, Claap may downgrade Customer to a free plan upon reasonable notice. If Customer is downgraded, Customer will lose access to certain features or functionality, but these Terms will continue to apply.

4.4 Price Changes

If Claap increases its pricing, Claap will provide at least 30 days’ prior notice, and the new pricing will go into effect on renewal. If Customer does not terminate its subscription before renewal, Customer authorizes Claap to collect payment for the increased pricing.

5. Confidentiality

5.1 Use

If the parties disclose Confidential Information to each other, the recipient will only use the disclosing party's Confidential Information to exercise its rights and fulfill its obligations under these Terms. The recipient will use at least reasonable care to protect Confidential Information.

5.2 Nondisclosure

The recipient will not disclose Confidential Information to anyone except to its affiliates, employees, agents, or contractors who need to know it and who are bound by confidentiality obligations at least as protective of Confidential Information as those described in this section. The recipient will be responsible for those parties’ breach of this section. A breach of this section may cause irreparable harm and entitle the disclosing party to injunctive relief.

5.3 Required Disclosure

The recipient may disclose Confidential Information to the extent required by law, provided that the recipient uses reasonable efforts to notify the disclosing party in advance and gives them an opportunity to contest the disclosure  (except as described in Section 8). Confidential Information disclosed pursuant to this section will otherwise still be subject to the confidentiality obligations described above.

6. Intellectual Property Rights

6.1 Ownership

Except as expressly stated, these Terms do not grant any rights, implied or otherwise, to any intellectual property. Customer owns and will continue to own all intellectual property rights in Customer Data, and Claap owns and will continue to own all intellectual property rights in the Services.

6.2 License

Customer grants Claap a worldwide non-exclusive license to access, use, process, copy, modify, distribute, perform, export, and display Customer Data solely to provide the Services or as otherwise described in these Terms. Customer represents and warrants that it has secured all necessary licenses to provide the foregoing license.

6.3 Feedback

If Customer or Authorized Users provide Feedback to Claap, Claap may use it without restriction or obligation.

7. Term & Termination

7.1 Term

These Terms will continue in effect until terminated as described below.

7.2 Termination for Convenience

Customer may terminate these Terms at any time by deleting Customer’s account, including all associated Administrator and Authorized User accounts.

7.3 Termination for Breach

Either party may terminate these Terms for material breach if the other party fails to cure the breach within 30 days’ notice.

7.4 Effect of Termination

Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account. We will try to provide advance notice to you prior to our terminating your account so that you are able to retrieve any important User Submissions you may have stored in your account (to the extent allowed by law and these Terms), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of Claap.Upon termination, Claap may delete or anonymize all Customer Data within a commercially reasonable period of time, and each party will return or delete any other Confidential Information in its possession. Claap will only provide a prorated refund of prepaid fees for the remainder of the Subscription Term if Customer terminates these Terms for Claap’s material breach in accordance with Section 7.3.

8. Legal Process

If Claap receives a request from law enforcement or another third party to provide data or information about Customer or its Authorized Users, Claap will only respond to valid Legal Process to the extent required by law. Claap will notify Customer of the request unless legally prohibited or notification would threaten the safety of an individual.

9. Changes and updates

Claap reserves the right to add, modify or remove features from the Service; Claap may also make any corrections it deems necessary for the Service.

The User must always use the latest version of the Service and cannot request access to previous versions.

Claap reserves the right to change the method of use and these T&Cs at any time. The Client is informed of these changes by email (sent to the email address provided during its registration) and on the website www.claap.io.

All changes to these T&Cs will apply to all Clients, including those registered before the change.

It is agreed that the current contractual relations with Claap will automatically cease if the Client informs Claap of its refusal to comply with the revised version of the T&Cs; failing this and within eight (15) days from the date of posting of the revised T&Cs, the Client will be deemed to have accepted the terms of the revised T&Cs.

10. Warranty and Disclaimer

10.1 Limited Warranty

The Services will perform materially in accordance with Claap’s Documentation. If Customer believes that this warranty has been breached, Customer must notify Claap no later than 10 days following the date of the alleged breach. Customer’s sole and exclusive remedies for breach of this warranty are those described in Sections 7.

10.2 Disclaimer

EXCEPT AS STATED IN THIS SECTION, THE SERVICES, DOCUMENTATION AND SOFTWARE ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY. CLAAP MAKES NO GUARANTEES AS TO UPTIME OR AVAILABILITY OF THE SERVICE. TO THE EXTENT PERMITTED BY LAW, CLAAP EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CLAAP IS NOT RESPONSIBLE FOR THE CONTENT, INFORMATION, OR MATERIALS POSTED BY THIRD PARTIES TO THE SERVICES OR ANY DAMAGE RESULTING FROM LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, INCLUDING INTERNET CONGESTION, VIRUS ATTACKS, AND DENIAL OF SERVICE ATTACKS.

Claap may not, under any circumstances, be held liable in the event of indirect damage, in particular in the event of loss of time, turnover, loss or alteration of data on the part of the Client, related to the use of the Service or a malfunction thereof.

The Service may be temporarily interrupted for maintenance, updates or technical improvements, or to change the content and/or presentation.

As far as possible, Claap will inform the Customer prior to a maintenance or update operation.

The Client renounces to seek the responsibility of Claap for the functioning and the exploitation of the Service and in particular in the event of momentary interruptions of the Service for the update of certain files, operational difficulties or momentary interruption of the independent Service.

The Customer understands and hereby acknowledges that any material information or data downloaded or in any case obtained by using the Service are at its own risk and that it is solely responsible for any damage to its computer system or a loss of data resulting from such a problem. No information or advice, whether oral or written, obtained by the Customer from Claap or its team will create any additional guarantee.

10.3 Beta Services

Customer may choose to use Beta Services in its sole discretion. Notwithstanding anything to the contrary, Beta Services: (a) may not be supported and may be changed or discontinued at any time; (b) may not be as reliable or available as the Services; (c) have not been subjected to the same security or compliance reviews as the Services; (d) are Claap’s Confidential Information; and (e) ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY, INDEMNITY, OR SUPPORT AND Claap’S LIABILITY FOR BETA SERVICES WILL NOT EXCEED FIFTY EUROS.

11. Indemnification

11.1 Indemnification by Claap

Claap will defend Customer from and against any third-party claim, action, demand, or proceeding alleging that Customer’s use of the Services as permitted under these Terms infringes or misappropriates a third party’s intellectual property rights, and will indemnify and hold Customer harmless for reasonable attorney’s fees incurred as well as damages and other costs finally awarded against Customer or agreed in settlement by Claap resulting from the claim; provided, however, that Claap will have no liability under this section if a claim arises from (a) Customer Data or any third-party product or service; (b) any modification, combination, or development of the Services that is not performed by or on behalf of Claap; (c) Customer’s breach of these Terms; or (d) Beta Services or other services offered for free or evaluation use.

11.2 Indemnification by Customer

Customer will defend Claap from and against any third-party claim, action, demand, or proceeding resulting from Customer Data or a violation of these Terms by Customer or its Authorized Users, and will indemnify and hold Claap harmless for reasonable attorney’s fees incurred as well as damages and other costs finally awarded against Claap or agreed in settlement by Customer resulting from the claim.

11.3 Possible Infringement

If the Services infringe or are alleged to infringe a third party's intellectual property rights, Claap may: (a) obtain the right for Customer, at Claap’s expense, to continue using the Services; (b) provide, at no additional charge, a non-infringing functionally equivalent replacement; or (c) modify the Services so that they no longer infringe. If Claap does not believe the options above are commercially reasonable, Claap may terminate Customer's use of the affected Services and provide Customer a prorated refund of prepaid fees for the remainder of the Subscription Term. Claap will have no liability under this section if Customer continues the allegedly infringing activity after being notified and provided with a non-infringing functionally equivalent replacement.

11.4 Procedures

The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (a) any settlement requiring the indemnified party to admit to liability or wrongdoing, pay any amounts, or perform any non-monetary obligations requires prior written consent, not to be unreasonably withheld or delayed and (b) the indemnified party may join in the defense with its own counsel at its own expense. The indemnities above are Customer’s only remedy for infringement of third-party intellectual property rights.

12. Limitation of Liability

12.1 Indirect Damages

EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, INDEMNIFICATION OBLIGATIONS UNDER SECTION 11, OR BREACH OF SECTIONS 1.4 OR 2.4, NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, FOR ANY LOSS OF USE, LOST PROFITS, INTERRUPTION, OR LOSS OF BUSINESS OR DATA OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Total Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF SECTIONS 1.4 OR 2.4, EACH PARTY'S ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WILL NOT EXCEED IN AGGREGATE OF THE GREATER OF FIFTY EUROS OR THE AMOUNT PAID BY CUSTOMER TO CLAAP IN THE 12 MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING DISCLAIMER WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS ABOVE.

THIS SECTION WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

13. Disputes; applicable law and jurisdiction

13.1. Jurisdiction and Venue

Subject to the dispute resolution provisions below, all claims and disputes relating to these Terms or the Services may only be brought in France and the Court of Paris. The business relations of the parties are governed by French law and in particular by the provisions of the French Civil Code. Both Customer and Claap consent to venue and personal jurisdiction there.

13.2 Informal Resolution

Before filing a claim, Claap must first be contacted through the notice procedures below. If a dispute is not resolved within 30 days of notice, a formal proceeding may be brought in accordance with this section.

14. Definitions

  • “Administrator” means an Authorized User designated by Customer to manage and control Customer’s and Authorized Users’ accounts.
  • “Authorized User(s)” means Customer’s employees, agents, or other third parties authorized by Customer to access or use the Services.
  • “Beta Service” means early access trials or releases of new features or services identified as “alpha,” “beta,” “preview,” “early access,” “evaluation,” or other words or phrases with similar meanings.
  • “Confidential Information” means information exchanged by the parties that would reasonably be understood to be confidential given the nature of the information and manner of disclosure, including business, product, technology, and marketing information, Orders, discounts, non-public payment terms, audit reports, and Customer Data. Confidential Information does not include information that (a) is or becomes publicly known through lawful means; (b) was known to the recipient prior to disclosure without confidentiality obligations; (c) is received from a third party without breach of confidentiality obligations; or (d) was independently developed by the recipient without use of or access to any Confidential Information.
  • “Customer” means the individual or organization agreeing to these Terms, as described in Section 1.1.
  • “Customer Data” means all video, audio, or transcription data, images, comments, emoji reactions, user support communications, or other content or information submitted or uploaded to the Services by or collected, stored, or processed by Claap on behalf of Customer or its Authorized Users.
  • “Documentation” means any documentation or materials provided to Customer as part of the Services.
  • “Feedback” means any feedback or suggestions about the Services.
  • “Fees” means the fees for the Services displayed on the Order, plus any applicable Taxes.
  • “Legal Process” means an information disclosure or access request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other legal authority, legal procedure, or similar valid process.
  • “Order” means the order form agreed to by the parties or the applicable Claap check-out webpage to purchase the Services.
  • “Personal Data” means personal data or personal information contained within Customer Data.
  • “Services” means Claap’s asynchronous meeting services services and website, including the Software, Documentation, tools, and services ordered by or provided to Customer in connection with the Services.
  • “Software” means Claap’s client software provided as part of the Services, such as mobile or desktop applications or browser extensions.
  • “Subscription Term” means the applicable initial or renewal term for Customer’s provision of the Services identified in an Order.
  • “Taxes” means all government-imposed taxes, levies, or duties, including value-added, sales, use, or withholding taxes, except for taxes based on Claap’s net income.
  • “Third-Party Apps” means any third-party applications, integrations, websites, products, or services that are linked in or that interact or interoperate with the Services.
  • “Workspace” means the workspace in a Claap account as described on Claap’s website.