THESE TERMS OF USE ("AGREEMENT") ARE A LEGAL AGREEMENT BETWEEN YOU (“CUSTOMER” OR “YOU”) AS APPLICATION OR SERVICE PROVIDER USING THE RICOH360 CLOUD API. AS YOU ENTER INTO THE AGREEMENT ON BEHALF OF A COMPANY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO BIND THE COMPANY YOU HAVE NAMED AS THE CUSTOMER. ALL REFERENCES TO "YOU" IN THIS AGREEMENT THEREAFTER SHALL REFER TO YOUR COMPANY. AND RICOH FUTURES EMEA (“RFE”, “WE“, “OUR“, OR “US“) THAT WILL GOVERN CUSTOMERʼ SINTERACTION WITH THE SERVICE (AS SET FORTH IN ARTICLE 1).
RICOH360 Cloud is provided by RFE under the distribution and service authorization granted by Ricoh Company, Ltd. (“RCL”).
RFE MAY ESTABLISH ADDITIONAL TERMS, RULES, GUIDELINES, SPECIAL TERMS AND CONDITIONS, SEPARATELY FROM THIS AGREEMENT, THAT RFE MAY PROVIDE IN CONNECTION WITH THE PROVISION OF THE SERVICES (COLLECTIVELY, “OTHER RULES”, INCLUDING THE PARTNERSHIP AGREEMENT CONCLUDED BETWEEN RFE AND THE COMPANY YOU BELONG TO). ANY AND ALL OTHER RULES SHALL BE EFFECTIVE TOGETHER WITH THIS AGREEMENT. IN THE EVENT OF ANY INCONSISTENCY OR CONFLICT BETWEEN THIS AGREEMENT AND THE OTHER RULES, THE OTHER RULES SHALL PREVAIL UNLESS OTHERWISE SPECIFIED.
OUR PRIVACY POLICY, WHICH IS INCORPORATED HERE BY REFERENCE, (“PRIVACY POLICY”), IS AVAILABLE AT HTTPS://WWW.RICOH360.COM/PRIVACY/ BY APPLYING FOR THE USE OF THE RICOH360 CLOUD IN A MANNER SEPARATELY DESIGNATED BY RFE, YOU SHALL BE DEEMED TO HAVE AGREED TO THIS AGREEMENT.
RICOH360 Cloud API means a general term for the application programming interfaces that enable access to RICOH360 Cloud.
Content means the content, documentation, code, data, related materials, and websites related to the RICOH360 Cloud.
Service means a general term for the RICOH360 Cloud and the Content.
Customer Application means Customer's own software application using RICOH360 Cloud.
Access Credentials means a general term for client credentials, API keys, access tokens, and any other credentials that are required to access and use the Service and provided by RFE.
Anomaly means a malfunction, slowness, difficulty or material incident of the Service which results in a functional or technical non-conformity or a degradation in the performance of the Service.
End User means the user of the Customer Application. End-user is the Customerʼs client and use the Service under the Customerʼs responsibility.
End User-related Data means a general term for the End Userʼs usage data of the RICOH360 Cloud (including but not limited to the access logs to the RICOH360 Cloud) and the data uploaded by the End User to the RICOH360 Cloud via the RICOH360 Cloud API (including videos and images) but excluding the End Userʼs Personal Information specified below.
End Userʼs Personal Information means the End User's personal information uploaded to the RICOH360 Cloud via RICOH360 Cloud API or provided to RFE by the Customer.
Customer-related Data means a general term for the Customerʼs RICOH360 Cloud API usage log and, if any, the data uploaded by the Customer to the RICOH360 Cloud via the RICOH360 Cloud API but excluding the Customerʼs Personal Information specified below.
Customerʼs Personal Information means the Customerʼs personal information uploaded to the RICOH360 Cloud via RICOH360 Cloud API or provided to RFE by the Customer.
2.1. License
Subject to your compliance with this Agreement, RFE grants you a limited, revocable, non-exclusive,non-transferable, non-sublicensable license to use the Services to operate your own Customer Application, including to retrieve End-User-related Data and to upload it into Customer Application.
2.2. Access Credentials
We will provide you the Access Credentials. Access Credentials constitute our Confidential Information (as set forth in article 8.1), and you are responsible for the security and confidentiality of your Access Credentials. You may not transfer or allow any third party to use your Access Credentials. You shall be liable for any damages caused to RFE or to a third party due to leakage of the Access Credentials, errors in use, unauthorized use by a third party or any other circumstances that conflict with this Agreement.
3.1. Your Intellectual Property Rights
You own all rights and interests of your Customer Application except for the implementation or integration portion of the RICOH360 Cloud and RICOH360 Cloud API.
3.2 RFE Intellectual Property Rights
RFE is and remains the sole owner of the intellectual property rights to the Service (including RICOH360 Cloud, RICOH360 Cloud API and the Content). Under no circumstances shall this Agreement have the effect of transferring to you any rights whatsoever to any element of the Service other than the usage right stipulated in article 2 of this Agreement. You shall refrain from any act that may infringe upon RFEʼs rights and shall take all necessary preventive measures in this regard with respect to End-Users.
You acknowledge and agree that the Service uses and contains confidential and proprietary information and technology of RFE, its affiliates and/or its licensors and embodies trade secrets and intellectual property of RFE, its affiliates and/or its licensors protected under copyright and other laws of the United States of America, Canada, Japan and/or other countries, and by international treaty provisions. As between the Parties, except for the limited right to access and use the Service granted herein, RFE, its affiliates and/or its licensors retain all right, title, and interest in and to such trade secrets and intellectual property.
3.3. Third-Party Licenses
The Service may contain third party licenses (including open-source software licenses, “Third Party Licenses”). The use, duplication, and distribution of Third Party Licenses within the Service shall be governed solely by the terms and conditions of the license presented by such third party and you will comply with such terms. We provide you the information of the Third Party Licenses (including the terms of the license) together with the applicable Services. For the avoidance of doubt, we shall not have any responsibility for Third Party Licenses, including but not limited to the security, privacy, support, availability, and safety.
4.1. License fee
The license fee (“Fee”) and calculation method shall be presented separately by us.
4.2. Payment term
You shall pay the Fee by the method separately designated by us.
Once payment has been made by you, we will not refund you for any reason whatsoever, except as otherwise provided in this Agreement.
In the event that you fail to pay the Fee in accordance with our instruction, you shall pay (i) alate payment fee at a rate equal to the interest rate applied by the European Central Bank to its most recent main refinancing operations, in force on the first day of the half of the calendar year in which the default interest began to accrue, plus ten percentage points, recorded in days from the first day of late payment on the due date of the invoice and up to the day of your actual payment, and (ii) the statutory lump sum compensation for recovery costs in accordance with article L.441-10 of French Commercial Code.
If you do not pay the Fee by the due date, we may suspend the provision of the Service or terminate this Agreement upon notice to you.
In the event that the provision of the Service is terminated, we shall calculate the Fee incurred up to the date of termination and immediately send you an invoice. In such case, you shall pay the Fee in accordance with the provisions of this article 4.2.
5.1. Provision of the Service
The provision of the Service shall continue until the date on which the provision by RFE is discontinued in accordance with the Agreement or until the date when you terminate the use of the Service in accordance with Article 5.6, whichever comes first. This Agreement shall automatically terminate when the provision of the Service is terminated.
5.2. Discontinuation or suspension due to violation
In the event that you violate any of the provisions of this Agreement, or fall under any of the following items, RFE may suspend or discontinue the provision of the Service without any notice to you:
5.3. Notifications
In the event that you fall under any of (1) to (9) of article 5.2, you shall immediately notify RFE to that effect.
5.4. Acceleration
In the event that any of the items of article 5.2 occurs to you, all financial obligations (not limited to financial obligations based on this Agreement) owed to RFE shall be accelerated and become immediately due and payable, regardless of whether or not the provision of the Service is discontinued.
5.5. Compensation for Damages
Even if RFE discontinues the provision of the Service pursuant to article 5.2, RFE shall be able to claim compensation from you for damages incurred by RFE.
5.6. Termination due to convenience
Notwithstanding article 5.1, you may terminate your use of the Service at any time for any reason with thirty (30) days' written notice to RFE and RFE may also discontinue the provision of the Service at any time for any reason with ten (10) days' written notice to you.
5.7 Termination for breach
Either Party may terminate this Agreement in any of the following cases:
5.8 Specific termination
In case of termination of the Partnership Agreement mentioned in this Agreementʼs preamble ,this Agreement shall be automatically terminated.
5.9. Effect of Termination
In the event of termination of this Agreement, the rights and licenses granted under this Agreement will automatically terminate and you shall immediately cease using the Services and delete or destroy the Content in accordance with RFEʼs instructions. You acknowledge that in this case, the Customer Application may not continue to function. RFE is not obligated to store any information or Data provided by you or by the End-User. Therefore, you shall properly back up the information and Data you need.
In the event of termination of this Agreement, for any reason whatsoever, any amount which you still owed to RFE shall become immediately due and payable.
5.10. Survival
Article 2.2, article 3.2, article 3.3, article 4.2, article 5.5, article 5.9, article 6.1, article 7, article 8, article 9, article 14, article 15, article 16.2, article 16.3, article 16.6 and article 16.7 shall survive any termination for whatever reason of this Agreement and regardless of whoterminates this Agreement.
6.1. Your Responsibilities
You shall be solely responsible for the use of the Service (including End-Usersʼ use of the Service) and all acts performed using the Service and the results thereof, and in the event that a dispute arises with a third party (including the End-User) due to the act taken by you using the Service, you shall handle and resolve the dispute at your responsibility and expense, provided, however, that RFE reserves the right, but has no obligation, to intercede in such disputes. You agree that RFE will not be responsible for any liability.
6.2. Reporting Obligation
Whenever RFE requests a report regarding the status of use of the Service or any other matter designated by RFE, you shall report in the manner specified by RFE. If the report is not true or accurate, you shall compensate RFE for all damages (including but not limited to attorney's fees) and losses incurred by RFE, and RFE may immediately suspend the provision of the Service by notifying you.
6.3. Compliance with Import and Export Regulations
You shall comply with all applicable import and export control laws and regulations of the European Union, the United States, Japan, and any other relevant jurisdictions when using or accessing the Services.
You represent and warrant that:
(i) you are not subject to sanctions under applicable export control or sanctions laws;
(ii) you are not located in, under the control of, or a national or a resident of any EU-, US-, or Japan-sanctioned country; and
(iii) you will not use the Services for purposes prohibited under applicable laws, including the development or proliferation of weapons of mass destruction, nor permit any third party to do so.
You agree to each of the following items, and if you (or any End-User) violate any of the items of this article 7, RFE may suspend or discontinue the provision of the Service or take other measures that RFE deems necessary. In addition, RFE shall not be liable for any damages incurred by you or a third party as a result of such suspension or termination.
8.1. Confidentiality
You shall not use non-public information, software, specifications, and Access Credentials which are related to the Service and provided by RFE ("Confidential Information") other than the purpose necessary to exercise your rights granted in this Agreement. You must not disclose the Confidential Information to any third party without RFEʼs prior written consent. You shall protect the Confidential Information from unauthorized use, access, or disclosure in the same manner and in any event with a reasonable degree of care that you use to protect your own confidential information and information in your possession of a similar nature.
8.2. Exception
Notwithstanding the article 8.1, information that falls under (1) to (4) below shall not be deemed as a Confidential Information:
8.3. Return
Promptly after the provision of the Service is terminated or requested by RFE, you shall delete, destroy or return the Confidential Information (including copies) in accordance with RFEʼs instructions.
8.4. Duration of Confidentiality
You shall comply with the obligations of this article 8 for a period of three (3) years after the termination of this Agreement.
9.1. Collection of your data
RFE may collect Customer-related Data and Customerʼs Personal Information in connection with your use of the Service. The Customer-related Data may be used to provide you our products and services (including this Service), to improve the functions of our products and services, and for marketing. The Customer-related Data may continue to be stored and used by RFE even after the termination of this Agreement. The Customerʼs Personal Information shall be handled in accordance with the Privacy Policy.
The Customer-related Data may continue to be stored and used by RFE even after the termination of this Agreement.
Customer-related Data may also be shared with Ricoh Company, Ltd. (“RCL”) and its affiliates and used by them for the same purposes as set out above.
9.2. Collection of End Userʼs Data
RFE may collect End User-related Data and End Userʼs Personal Information through your Customer Application. The End User-related Data is used to provide you this Service.
Regarding End-Userʼs Personal Information, RFE only collects and uses such information to provide you the Service, for purposes determined by you under your sole responsibility, and in compliance with applicable regulation (including the European Data Protection Regulation No. 2016-679). RFE shall process End-Userʼs Personal Information as data processor, and you will be considered as the data controller. All commitments from RFE regarding End-Userʼs Personal Information are determined in the specific global agreement concluded between RFE and your company.
End-User-related Data may be deleted by RFE from the Service's hosting infrastructure once you have downloaded such End-User-related Data. End-User-related Data not downloaded by you shall be retained by RFE for a period of three (3) months from the date of upload by the End-User. You shall indemnify RFE against any recourse or claim by the End-User in the event that you have not downloaded the End-User-related Data within the aforementioned period.
9.3. Disclosure of the Data
RFE does not disclose Customer-related Data and End User-related Data to other party, (excluding to you in the framework of the provision of the Service).
For the avoidance of doubt, this article 9.3 shall not prevent RFE from disclosing Customer-related Data or End-User Data in accordance with laws, regulations, rules of financial instruments exchanges, court rules, court orders, or requests from administrative agencies.
10.1 Support
In the event of an Anomaly affecting the Service, you shall report it in accordance with the contact details provided by FRE who shall handle reports during business days and hours, from Monday to Friday, excluding French and Japan public holidays. In its report, you shall indicate the circumstances of the Anomaly observed. Only Anomalies that can be reproduced by RFE are likely to be diagnosed and corrected.
RFE shall make every effort to provide an initial response within 48 business hours of receiving notification from you. RFE shall diagnose the Anomaly to determine whether it relates to the Service or not. If the cause of a malfunction is not attributable to the Service, it shall not be covered by RFE. In the event of a confirmed Anomaly, RFE shall use its best efforts to correct it as soon as possible or to provide a workaround solution. Anomalies may be corrected as part of the installation of the next version of the Service.
Furthermore, you acknowledge the need for Service interruptions for the purposes of security updates, technical maintenance of the Service. RFE shall endeavor to minimize any resulting access interruptions; it being understood that RFE does not provide any guarantee of permanent availability.
In any event, RFE cannot be held liable or be responsible for the support of the Service for any Anomaly related to (i) a hardware or software failure of one or more elements of your or End-Userʼs information system or network, (ii) a malfunction of Customer Application, (iii) a refusal by you to cooperate with RFE in resolving Anomalies, in particular any unreported Anomalies, (iv) use of the Service that does not comply with its intended purpose or the prerequisites for use indicated by RFE, (v) incompatibility between the Service and third-partyhardware or software used by you or an En-User, (vi) failure of electronic communications networks, slowdown or congestion of the internet network, (vii) contamination of your or End-Userʼs information system by a computer virus, (viii) fraudulent intrusion into your of End-Userʼs information system, (ix) any intervention by a third party on the Service not authorized by RFE, (x) and more generally any deliberate act of damage, malice or sabotage, or a case of force majeure. Any non-compliant use of the Service releases RFE from any liability relating to the operation or performance of the Service.
10.2 Updates
RFE has no obligation to provide Service updates. If RFE provides you with an update or maintenance release of the Services, such update or release will be subject to the terms of this Agreement, unless you receive a separate license from RFE for that update or release. You are responsible for implementing such updates or maintenance which are released by RFE. You acknowledge that the features and functionality of the Services may change over time, and you understand that you are responsible for making changes to your Customer Application as necessary.
RFE shall endeavor to ensure that the Service is available with an average availability rate of 99.85%. However, you are aware of the technical uncertainties inherent in the internet and the interruptions or slowdowns in access that may result. Scheduled maintenance and Service update periods are not included in the availability rate. Furthermore, you are solely responsible for the effectiveness of your web connection and the proper functioning of the Customerʼs Application. Consequently, RFE cannot under any circumstances guarantee optimal or permanent availability of the Service, which you acknowledge.
RFE or its hosting provider implements security measures in accordance with the standards in force, within the framework of an obligation of means, against unauthorized access or breaches of End-User-related Data. However you are responsible for securing your own access and terminals and to take all appropriate measures to protect End-User-related Data, in particular from contamination by any viruses circulating on the internet or from intrusion by a third party into your terminal for any purpose whatsoever, and to carry out, under your responsibility, all data backups prior to and after use of the Service. You acknowledge that you are fully aware of the unreliability of the internet, and you release RFE from any liability in this regard. For security reasons, RFE reserves the right to interrupt, without notice or compensation, the access to the Service in the event of use that does not comply with the prohibitions of this Agreement, or in the event of the uploading of Data that may compromise the integrity of the Service, illegal Data and, more generally, in event of use that does not comply with these terms and conditions, without compensation or impact on the enforceability of the prices agreed for the provision of the Service;
You acknowledge and agree that RFE may, at RFEʼs sole discretion (including but not limited to cases specified in articles 5.2 and 7 cases), suspend the provision of all or part of the Service, and RFE shall not be liable for any damages incurred by you for such suspension.
You acknowledge and agree that RFE may, at any reason, and RFEʼs sole discretion, abolish the Service. In that case, RFE shall notify you with ninety (90) days prior to such discontinuation. In the case of abolition of the Service, this Agreement shall be automatically terminated as of the abolition date.
In the event that a third party makes a claim or demand against RFE, RCL, their affiliates and/or their licensors, as a result of your infringement of the rights of a third party in connection with the use of the Service, or if RFE, RCL, their affiliates and/or their licensors incur damage due to reasons attributable to you, you shall protect RFE, RCL, their affiliates and/or their licensors at your own responsibility and expense and shall compensate for damages (including but not limited to the attorney's fees) incurred by RFE, RCL, their affiliates and/or their licensors.
15.1. Indemnification
You represent and warrant that you have the necessary authority to execute this Agreement and that you will comply with the terms of this Agreement. You will indemnify and hold harmless RFE, RCL, their affiliates, and their employees, officers, agents, distributors (collectively “Ricoh Parties”) from any claims, suits, damages, losses, liabilities, judgments, and expenses (including reasonable attorneys' fees) (collectively, "Claims") arising out of any of the following:
RFE reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with RFE in asserting any available defenses.
15.2. Disclaimer of Warranties
You assume all responsibility and risk for your use of the Service.
RFE EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICE. RFE DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT IT WILL SUCCESSFULLY PERFORM AS INTENDED; THAT ITS OPERATION WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE; OR THAT ALL ERRORS WILL BE CORRECTED.
15.3. Limitation of Liability
RFE SHALL NOT BE LIABLE FOR ANY INTERRUPTION OR DELAY IN BUSINESS OR OPERATIONS, LOSS OF OPPORTUNITY, OR ANY OTHER DAMAGE OR EXPENSE INCURRED BY YOU IN THE PROVISION, SUSPENSION OF THE SERVICE OR TERMINATE THIS AGREEMENT.
RFE SHALL NOT BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES INCURRED AS A RESULT OF THE LOSS, DAMAGE, OR LEAKAGE OF YOUR DATA RECORDED IN YOUR EQUIPMENT, YOUR USE OF THIRD PARTYʼS SERVICE, OR YOUR USAGE ENVIRONMENT.
EVEN IF RFE IS LIABLE FOR DAMAGES INCURRED BY YOU IN CONNECTION WITH THE SERVICE, RFE SHALL BE LIABLE ONLY TO THE GENERAL LOSS OR DAMAGE (EXCLUDE ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, THE FOLLOWING TYPES OF DAMAGES: LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA (INCLUDING END-USER-RELATED DATA), LOSS OF PROFITS OR REVENUE, ATTORNEYSʼ FEES, DOWNTIME COSTS, AND LOSS OF USE OF EQUIPMENT) AND UP TO THE TOTAL AMOUNTS ACTUALLY PAID BY YOU FOR YOUR USE OF THE SERVICE PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PERIOD IMMEDIATELY PRECEDING THE DAY WHEN THE CAUSE OF ACTION ARISES.
THE ABOVE (3) SHALL NOT APPLY IN CASES OF WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF RFE. IN ANY EVENT, YOU REMAIN SOLELY RESPONSIBLE FOR YOUR CONTRACTUAL RELATIONSHIP AND THE SERVICES YOU PROVIDE TO END-USERS.
15.4. Force Majeure
RFE shall not be liable for any failure to provide the Service, or otherwise perform its obligations under this Agreement, to the extent resulting from fire, flood, earthquake, storm, riot, insurrection, acts of terrorism or a foreign enemy, epidemic or any other cause that is not caused by RFE.
16.1. Name and logo
You agree that RFE reserves the right to use your name and logo on the RICOH360 website and in our marketing materials to publicize you as a user of the Services. Nothing in this Agreement grants you any right to use our trade names, trademarks, service marks, logos, domain names, or other distinctive brand features of us.
16.2. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of France, without regard to conflict of law principles. The parties expressly agree that the application of the United Nations Convention on Contracts for the International Sale of Goods is excluded.
16.3. Dispute Resolution / Jurisdiction
Any disputes, controversies or differences which may arise out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the competent courts of Paris, France.
16.4. Subcontracting
We may subcontract all or part of the provision of the Service to a third party. In this case, we shall impose obligations on such subcontractor equivalent to those imposed upon us under this Agreement. You may subcontract your obligations under this Agreement to a third party only with our prior written consent. You will continue to be responsible for the subcontractorʼs compliance with and performance under this Agreement.
16.5. Assignment
Neither this Agreement nor the rights or licenses granted under this Agreement may be assigned, sublicensed, or otherwise transferred by you without our prior written consent. We may assign this Agreement or any of our rights under this Agreement without prior notice to you. If assigned, this Agreement shall bind and inure to the benefit of such successors.
16.6. Change of Terms
This Agreement and the Other Rules may be changed by us in our sole discretion at any time. In this case, we shall notify the details and the effective date of the change on our RICOH360 website or by other appropriate means at least one (1) month prior to such change. If you continue to use the Services after the effective date, you are deemed to have agreed to the revised Agreement.
16.7. Language
The sole governing language of this Agreement shall be English. Any translations are provided for convenience only and shall have no legal effect.
Here is the link to the EU Data Act‒related contractual documents, which apply to your use of the Service.
By using this Service, you are deemed to have agreed to them.
(URL to be provided by RFE upon applicability)
End of Agreement.
