Terms of service
Last edited: November 28th 2022
Preamble and Definitions
This Together Terms of Service (“Agreement”) is entered into by and between Together SAS (“Together”) and the entity or person placing an Order for or accessing the Service (the “Customer” or “you”). Together and the Customer are referred to individually as a "Party" and together as the "Parties".
This Agreement consists of the terms and conditions set forth below and any Orders. Certain capitalized terms are defined below in the present Preamble and others are defined contextually in this Agreement. If you are accessing or using the Service on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” reference your company.
The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access to the Service through any online provisioning, registration or order process or (b) the effective date of the first Order. Together may modify this Agreement from time to time as permitted in Section 20.1 (Modifications to Agreement).
By indicating your acceptance of this Agreement or accessing or using the Service, you are agreeing to be bound by the terms and conditions of this Agreement. Each party expressly agrees that this Agreement is legally binding upon it.
“Affiliate” means an entity directly or indirectly owned or controlled by a party, where “ownership” means the beneficial ownership of fifty percent (50%) or more of an entity’s voting equity securities or other equivalent voting interests and “control” means the power to direct the management or affairs of an entity.
“Customer Data” means any data, content or materials that Customer (including its Users) submits to the Service.
“Documentation” means Together usage guidelines and standard technical documentation for the Service.
“High Risk Activities” means activities where use or failure of the Service could lead to death, personal injury or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles or air traffic control.
“Laws” means all relevant local, state, federal, national and international laws, regulations and conventions, including those related to data privacy and data transfer, antitrust and unfair competition, international communications and export of technical or personal data.
“Order” means an order for access to the Service, Support, Technical Services or related Together services referencing this Agreement that is executed by the parties or that Customer completes through a Together-provided online order flow.
“Prohibited Data” means any (a) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation or (b) any data similar to the latter protected under foreign or domestic Laws.
“Service” means Together's proprietary cloud service, as identified in the relevant Order and as modified from time to time. The Service includes the Software and Documentation but does not include Technical Services deliverables or Third-Party Platforms.
“Software” means any Together client software, scripts or other code provided to Customer by Together for use with the Service.
“Subscription Term” means the term for Customer’s use of the Service as identified in an Order.
“Support” means support for the Service as described in the Support Policy. Customer’s Support level will be identified in its Order.
“Technical Services” means any training, consulting or other technical services provided by Together related to the Service, as identified in an Order. Technical Services includes services Together provides to Customer by a Together Customer Success Manager or a partnerships consultant.
“Third-Party Platform” means any platform, add-on, service or product not provided by Together that Customer elects to integrate or enable for use with the Service.
“Usage Data” means Together's technical logs, data and learnings about Customer’s use of the Service, but excluding Customer Data.
“User” means any employee or contractor of Customer or its Affiliates that Customer allows to use the Service on its behalf.
1 - Overview
The Service is a matching and data sharing platform that allows Customer to discover relevant partners who also use the Service (“Partners”) and share information with them to execute marketing partnerships (the "Partnerships"). It is provided through a website accessible at https://together.do (the "Website") and a web application accessible at https://app.together.do (the "App").
2 - The Service
2.1 - Permitted Use
During the Subscription Term, Customer may access and use the Service only for its internal business purposes in accordance with the Documentation and this Agreement, including any usage limits that might be included in an Order. This includes the right to use the Software as part of Customer’s authorized use of the Service.
2.2 - Users
2.3 - Administrators
Customer may designate a User as an administrator with control over Customer’s Service account, including management of Users and Customer Data, as described in the Documentation. Customer is fully responsible for its choice of administrators and any actions they take with respect to the Service. Customer agrees that Together responsibilities do not extend to the internal management or administration of the Service for Customer.
2.4 - Sharing Data
Subject to the terms of this Agreement, Customer may use the Service to share Customer Data with Partners or other third parties. Once shared Customer Data may be viewed, used to generate reports or otherwise exported from the Service. Together has no liability for how a Partner or any other third party may access or use Customer Data as a result of Customer’s (including its Users’) sharing decisions.
2.5 - Restrictions
Customer will not (and will not permit anyone else to) do any of the following: (a) provide access to, distribute, sell or sublicense the Service to a third party, (b) use the Service on behalf of, or to provide any product or service to, third parties, (c) use the Service to develop a similar or competing product or service, (d) reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to the Service, except to the extent expressly permitted by Law (and then only with prior notice to Together), (e) modify or create derivative works of the Service or copy any element of the Service (other than authorized copies of the Software), (f) remove or obscure any proprietary notices in the Service, (g) publish benchmarks or performance information about the Service, (h) interfere with the Service’s operation, circumvent its access restrictions or conduct any security or vulnerability test of the Service or (i) transmit any viruses or other harmful materials to the Service.
3 - Support
During the Subscription Term, Together will provide Support through different channels that include chat and email.
4 - Customer Obligations
4.1 - Partner Relationships
Customer is solely responsible for managing its own relationships with its Partners, including if applicable any necessary agreements governing Partner use and protection of Customer Data shared with Partner.
4.2 - Prohibited Uses
Customer must not use the Service with Prohibited Data or for High Risk Activities. Customer acknowledges that the Service is not intended to meet any legal obligations for these uses. Notwithstanding anything else in this Agreement, Together has no liability for Prohibited Data or use of the Service for High Risk Activities.
5 - Technical Services
Any purchased Technical Services are as described in the relevant Order. Customer will give Together timely access to Customer Materials reasonably needed for the Technical Services, and if Customer fails to do so, Together’s obligation to provide Technical Services will be excused until access is provided. Together will use Customer Materials only for purposes of providing Technical Services.
6 - Commercial Terms
6.1 - Subscription Term
Each Subscription Term shall automatically renew for subsequent periods of the same length as the initial Term unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of the then-current Term. The Customer can give a written notice through the admin panel of its account on Together's App.
6.2 - Fees
Fees are as described in each Order. Customer will reimburse Together for reasonable travel and lodging expenses it incurs in providing Technical Services. Fees are invoiced on the schedule in the Order and reimbursable expenses are invoiced in arrears. Unless the Order provides otherwise, all fees and expenses are due within 30 days of the invoice date. Late payments are subject to a service charge of 1.5% per month or the maximum amount allowed by Law, whichever is less. All fees and expenses are non-refundable except as set out in Section 7.2 (Warranty Remedy), Section 12.4 (Mitigation and Exceptions) and Section 17.1 (Modifications to Agreement).
7 - Warranties and Disclaimers
7.1 - Limited Warranty
Together warrants to Customer that:
(a) the Service will perform materially as described in the Documentation and Together will not materially decrease the overall functionality of the Service during a Subscription Term (the “Performance Warranty”) and
(b) Together will perform any Technical Services in a professional and workmanlike manner (the “Technical Services Warranty”).
7.2 - Warranty Remedy
If Together breaches Section 7.1 (Limited Warranty) and Customer makes a reasonably detailed warranty claim within 30 days of discovering the issue, then Together will use reasonable efforts to correct the non-conformity. If Together cannot do so within 30 days of Customer’s warranty claim, either party may terminate the affected Order as relates to the non-conforming Service or Technical Services. Together will then refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term (for the Performance Warranty) or for the non-conforming Technical Services (for the Technical Services Warranty). These procedures are Customer’s exclusive remedy and Together’s entire liability for breach of the warranties in Section 7.1. These warranties do not apply to (a) issues caused by misuse or unauthorized modifications, (b) issues in or caused by Third-Party Platforms or other third-party systems or (c) Trials and Betas or other free or evaluation use.
7.3 - Disclaimers
Except as expressly provided in Section 7.1 (Limited Warranty), the Service, Support, Technical Services and all related Together services are provided “as is”. Together and its suppliers make no other warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title or noninfringement. Together does not warrant that Customer’s use of the Service will be uninterrupted or error-free. Together is not liable for delays, failures or problems inherent in use of the Internet and electronic communications or other systems outside Together’s control. Customer may have other statutory rights, but any statutorily required warranties will be limited to the shortest legally permitted period.
8 - Term and Termination
8.1 - Term
This Agreement starts on the Effective Date and continues until expiration or termination of all Subscription Terms.
8.2 - Termination
Either party may terminate this Agreement (including all Orders) if the other party (a) fails to cure a material breach of this Agreement (including a failure to pay fees) within 30 days after notice, (b) ceases operation without a successor or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days.
8.3 - Effects of Termination
8.4 - Survival
These Sections survive expiration or termination of this Agreement: Preamble, 2.5 (Restrictions), 4 (Customer Obligations), 6.2 (Fees), 7.3 (Disclaimers), 8.3 (Effect of Termination), 8.4 (Survival), 9 (Ownership), 10 (Usage Data), 11 (Limitations of Liability), 12 (Indemnification), 13 (Confidentiality), 14 (Required Disclosures), 18 (General Terms). Except where an exclusive remedy is provided, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.
9 - Ownership
Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for Customer’s use rights in this Agreement, Together retain all intellectual property and other rights in the Service, any Technical Services deliverables and related Together technology, templates, formats and dashboards, including any modifications or improvements to these items made by Together. If a Customer provides Together with feedback or suggestions regarding the Service or other Together offerings, Together may use the feedback or suggestions without restriction or obligation.
10 - Usage Data
Together may collect Usage Data and use it to operate, improve and support the Service and for other lawful business practices, such as analytics, benchmarking and reports. However, Together will not disclose Usage Data externally, including in benchmarks or reports, unless it has been (a) de-identified so that it does not individually identify Customer, its Users or any other person and (b) aggregated with usage data across other Together customers.
11 - Limitations of Liability
11.1 - Excluded Claims
“Excluded Claims” means: (a) Customer’s breach of Sections 2.5 (Restrictions) or 4 (Customer Obligations), (b) either party’s breach of Section 13 (Confidentiality) or (c) amounts payable to third parties under the indemnifying party’s obligations in Section 12 (Indemnification).
11.2 - Consequential Damages Waiver
Except for Excluded Claims, neither party (nor its suppliers) will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of their possibility in advance.
11.3 - Liability Cap
Except for Excluded Claims, each party’s (and its suppliers’) entire liability arising out of or related to this Agreement will not exceed in aggregate the amounts paid or payable by Customer to Together during the prior 12 months under this Agreement.
11.4 - Nature of Claims and Failure of Essential Purpose
The waivers and limitations in this Section 11 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.
12 - Indemnification
12.1 - Indemnification by Together
Together will defend Customer from and against any third-party claim to the extent alleging that the Service, when used by Customer as authorized in this Agreement, infringes a third party’s patent, copyright, trademark or trade secret, and will indemnify and hold harmless Customer against any damages or costs awarded against Customer (including reasonable attorneys’ fees) or agreed in settlement by Together resulting from the claim.
12.2 - Indemnification by Customer
Customer will defend Together from and against any third-party claim to the extent resulting from Customer Data, Customer Materials or Customer’s breach or alleged breach of Section 4 (Customer Obligations), and will indemnify and hold harmless Together against any damages or costs awarded against Together (including reasonable attorneys’ fees) or agreed in settlement by Customer resulting from the claim.
12.3 - Procedures
The indemnifying party’s obligations in this Section 12 are subject to receiving (a) prompt notice of the claim, (b) the exclusive right to control and direct the investigation, defense and settlement of the claim and (c) all reasonably necessary cooperation of the indemnified party, at the indemnifying party’s expense for reasonable out-of-pocket costs. The indemnifying party may not settle any claim without the indemnified party’s prior consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action (other than relating to use of the Service, when Together is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.
12.4 - Mitigation and Exceptions
In response to an actual or potential infringement claim, if required by settlement or injunction or as Together determines necessary to avoid material liability, Together may at its option: (a) procure rights for Customer’s continued use of the Service, (b) replace or modify the allegedly infringing portion of the Service to avoid infringement without reducing the Service’s overall functionality or (c) terminate the affected Order and refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term. Together obligations in this Section 12 do not apply (1) to infringement resulting from Customer’s modification of the Service or use of the Service in combination with items not provided by Together, (2) to infringement resulting from Software other than the most recent release, (3) to unauthorized use of the Service, (4) if Customer settles or makes any admissions about a claim without Together's prior consent, (5) to Trials and Betas or other free or evaluation use or (6) to the extent the alleged infringement is not caused by the particular technology or implementation of the Service but instead by features common to any similar service. This Section 12 sets out Customer’s exclusive remedy and Together’s entire liability regarding infringement of third-party intellectual property rights.
13 - Confidentiality
13.1 - Definition
“Confidential Information” means information disclosed to the receiving party under this Agreement that is designated by the disclosing party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure.
13.2 - Obligations
As receiving party, each party will (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Together, the subcontractors referenced in Section 18.9), provided it remains responsible for their compliance with this Section 13 and they are bound to confidentiality obligations no less protective than this Section 13.
13.3 - Exclusions
These confidentiality obligations do not apply to information that the receiving party can document (a) is or becomes public knowledge through no fault of the receiving party, (b) it rightfully knew or possessed prior to receipt under this Agreement, (c) it rightfully received from a third party without breach of confidentiality obligations or (d) it independently developed without using the disclosing party’s Confidential Information.
13.4 - Remedies
Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 13.
14 - Required Disclosures
Nothing in this Agreement prohibits either party from making disclosures, including Confidential Information, if required by Law, subpoena or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.
15 - Trials and Betas
If Customer receives access to the Service or Service features on a free or trial basis or as an alpha, beta or early access offering (“Trials and Betas”), use is permitted only for Customer’s internal evaluation during the period designated by Together (or if not designated, 30 days). Trials and Betas are optional and either party may terminate Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete or include features that Together may never release, and their features and performance information are Together’s Confidential Information. Notwithstanding anything else in this Agreement, Together provides no warranty, indemnity, SLA or support for Trials and Betas and its liability for Trials and Betas will not exceed US$50.
16 - Publicity
Neither party may publicly announce this Agreement except with the other party’s prior consent or as required by Laws.
17 - Modifications to the Agreement
In order to meet its legal obligations and to provide its Customers with secure and efficient Service, Together reserves the right to make changes to this Agreement at its discretion, in particular to ensure compliance with applicable law.
The Agreement can be checked at any time at the address https://together.do/terms-of-service.
Consequently, you are encouraged to regularly check the Together Terms of Service, in order to be informed of its latest changes.
Modifications take effect at Customer’s next Subscription Term or Order unless Together indicates an earlier effective date. If Together requires modifications with an earlier effective date and Customer objects, Customer’s exclusive remedy is to terminate this Agreement with notice to Together, in which case Together will provide Customer a refund of any pre-paid Service fees for the terminated portion of the current Subscription Term. To exercise this termination right, Customer must notify Together of its objections within 30 days after Together’s notice of the modified Agreement. Once the modified Agreement takes effect Customer’s continued use of the Service constitutes its acceptance of the modifications. Together may require Customer to click to accept the modified Agreement.
18 - General Terms
18.1 - Assignment
Neither party may assign this Agreement without the prior consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all its assets or voting securities. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.
18.2 - Governing Law, Jurisdiction
The Agreement is governed by the laws of France. The Parties will seek an amicable solution to any difficulties that may arise regarding the application or interpretation of the Contract. Any disputes arising from the existence, the validity, the conclusion, execution, interpretation or termination of the Contract are under the exclusive jurisdiction of the Court of Appeal of Paris, France, even in the event of third parties, proceedings involving several defenders, or summary proceedings.
18.3 - Attorneys’ Fees and Costs
The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action.
18.4 - Notices
Except as set out in this Agreement, any notice or consent under this Agreement must be in writing and will be deemed given: (a) upon receipt if by personal delivery, (b) upon receipt if by certified or registered mail (return receipt requested) or (c) one day after dispatch if by a commercial overnight delivery service. If to Together, notice must be provided to Together - 128 rue La Boétie - 75008 Paris - France, with a copy to firstname.lastname@example.org. If to Customer, Together may provide notice to the address Customer provided at registration. Either party may update its address with notice to the other party. Together may also send operational notices to Customer by email or through the Service.
18.5 - Entire Agreement
Except as otherwise provided herein, any amendments, modifications or supplements to this Agreement must be in writing and signed by each party’s authorized representatives or, as appropriate, agreed through electronic means provided by Together. The terms in any Customer purchase order or business form will not amend or modify this Agreement and are expressly rejected by Together; any of these Customer documents are for administrative purposes only and have no legal effect.
18.7. Waivers and Severability
Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.
18.8. Force Majeure
Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, Internet or utility failures, refusal of government license or natural disaster.
Together may use subcontractors and permit them to exercise Together’s rights, but Together remains responsible for their compliance with this Agreement and for its overall performance under this Agreement.
18.10. Independent Contractors
The parties are independent contractors, not agents, partners or joint venturers.
Customer agrees to comply with all relevant French, European and foreign export and import Laws in using the Service. Customer (a) represents and warrants that it is not listed on any European government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a European government embargo, and (b) agrees not to access or use the Service in violation of any European export embargo, prohibition or restriction.
18.12. Open Source
The Software may incorporate third-party open source software (“OSS”), as listed in the Documentation or by Together upon request. To the extent required by the OSS license, that license will apply to the OSS on a stand-alone basis instead of this Agreement.