Please, please, please read these Terms carefully.
By using the App (defined below) or signing up for an Account, you’re agreeing to these Terms, forming a legally binding agreement between you and LicenceOne SAS, registered with the La Rochelle Trade and Companies Register no. 833 703 464, and headquartered at Bureau 12, 1 rue Alexander Fleming - 17000 La Rochelle, France (collectively “LicenceOne”, “we”, “us”, or “our”).
These Terms, including our Data Processing Agreement and Privacy Policy (collectively, the “Agreement”), define the terms and conditions under which you’re allowed to use the Service in accordance with the Agreement, which in addition to our Privacy Policy, which describes how we’ll treat your Account and the data we collect and process about you and your end users while you’re a Customer. If you do not agree to these Terms, you should immediately discontinue your use of the Service.
If you download the App through the Google Workspace Marketplace, Chrome Web Store, Firefox Add-ons, or other app store or distribution platform (“App Provider”), you acknowledge and agree that: (i) these Terms are between us, and not with the App Provider, and that we are responsible for the Service, not the App Provider; (ii) the App Provider has no obligation to furnish maintenance and support services or handle any warranty claims; (iii) the App Provider is not responsible for addressing any claims you or any third party have relating to the App; and (iv) the App Provider is a third-party beneficiary of these Terms as related to your use of the App, and the App Provider will have the right to enforce these Terms as related to your use of the App against you.
For any legal requests, questions and notices, you can write a letter to our headquarters addressed to “Legal Dept.” or email legal@licenceone.com.
To help you navigate this document, we have outlined some of the key definitions of words we’ll use throughout. We’ll make them stand out by capitalising the first letter of the word from herein.
In order to use our Services, you must:
By using the Service, you represent and warrant that you meet all the requirements listed above, and that you won’t use the Service in a way that violates any laws or regulations. Note that by representing and warranting, you are making a legally enforceable promise.
The App is an online platform, accessible exclusively with an internet browser via https://app.licence.one/, that allows companies to synchronise their data to have it analysed for information related to their software and technology payments.
The type of insight provided from this analysis includes, but is not limited to, the name of software and technologies they pay for and their expected subscription renewal dates. With this information, the App will then be able to notify them when there is an upcoming renewal date and offer other optimization suggestions.
The App also includes access to the LicenceOne browser extension (“Browser Extension”), which allows you to track end-user activity on professional software applications, according to the provisions in the Privacy Policy.We reserve the right to add, remove, or modify features and functions in the App at any time.
During the Agreement Term, we will provide you with a non-exclusive and non-transferable right to access the App as described in this Agreement. We may provide some or all elements of the App through third-party service providers that require notices and/or additional terms and conditions. Such required third-party software notices and/or additional terms and conditions may be requested from us and are made a part of and incorporated by reference into these Terms.
We may assist you in identifying and optimising your software and technology purchases in a number of ways that do not fall within the scope of the App, notably:
We reserve the right to perform the aforementioned Additional Services for a fee. In any situation, this will only be done with your request or approval to do so.
LicenceOne promises to:
You grant us a non-exclusive, royalty-free licence to access, store, use, reproduce, modify, perform, display and distribute your Content as is reasonable or necessary for us to perform or provide the Service.
You acknowledge that we do not store your Content indefinitely, and subsequently, you agree to export or make backup copies of your Content regularly and at the end of the Agreement Term.
For the purposes of this Agreement, the term "Confidential Information" includes information marked as confidential and proprietary, that either of the parties has identified as confidential, or that would reasonably be expected to be confidential in consideration of the context they were disclosed; in particular, data, databases, reports, studies, forecasts, contracts, analyses, compilations, notes, tables, tables, drawings, graphics, diagrams, plans, concepts, equipment, models, samples, prototypes, software, computer developments, materials or recordings and, more generally, all written or printed documents, all computer files, editions, representations or digital prints, as well as all written or oral information, particularly of a commercial, financial, administrative, legal or technical nature, belonging to either party.
Both you and LicenceOne agree that Confidential Information:
This obligation does not apply to documents and information of which:
As our business and product evolve, we may need to change, update, or remove something from our Terms. We reserve the right to do so at any time.
Whenever we do make any changes to these Terms, we will notify you that our Agreement has changed with an email sent to the email address associated with your Account. You, therefore, promise to ensure that the email address associated with your Account is up-to-date, and you will take note of such email notifications.
Unless you terminate your Account or notify us to the opposite effect, the new Terms will be effective immediately upon being posted on our website (https://www.licence.one/terms-of-service) and will apply to any continued or new use of the App.
We may offer a promotional free trial for our Paid LicenceOne plan. After the trial, you'll need to pay to continue using the Service. We won’t charge your payment method when the trial ends unless you've given us permission.
To be eligible for the Trial Period, you must be a new LicenceOne Customer. You can manage your subscription, including pausing, updating your plan, or cancelling your Account, in the Billing section under Account Settings.
If you pause your Paid Plan or cancel your LicenceOne Account, it will take effect at the end of your current billing cycle, unless both parties have agreed otherwise.
Terms, conditions, pricing, features, and service and support options are subject to change without notice.
Before your first payment, you'll see a preview of your charges based on your number of tracked employees and selected plan. If you add more employees and incur extra charges, you agree to pay them by the next billing date.
You can upgrade your plan anytime. If you upgrade mid-billing cycle, you'll be charged pro rata for the time spent on each tier. Downgrading is also an option, but only takes effect at the next billing cycle; the current cycle will be billed at the higher rate.
Subscriptions start with recurring billing, either monthly or annually, from the sign-up date.
We might increase fees upon renewal to match our current prices available on our website’s pricing page and in your Account’s billing section. We’ll give you thirty (30) days notice if we do, and the increased fees will apply at the start of the next renewal term. If you do not agree to this increase, either party can choose to terminate your subscription at the end of your then-current term by giving notice.
In the event of a failed attempt to charge your authorized payment method (for example, if your authorized payment method has expired or is no longer valid), we reserve the right, and you authorize us, to retry billing your authorized payment method. If you update your authorized payment method to remedy a change in validity or expiration date, we will automatically resume billing; we may also receive updates on your authorized payment method through our payment service providers and automatically resume billing.
We may suspend your access in accordance with the 'Suspension' section or terminate your Account in accordance with the 'Termination for Cause' section if we remain unable to successfully charge a valid authorized payment method.
For plans eligible for invoice payment, fees are due within thirty (30) days of the invoice date, unless stated differently in your order form. Invoices are sent forty-five (45) days or less before the due date.
You will keep your business information up to date, including your company name, address, and primary contact. You will also keep your authorized payment method and billing information up to date for the payment of incurred and recurring fees, including your tax information. You may update this via the Billing section of the App.
You authorize LicenceOne to charge your authorized payment method for applicable fees during your subscription term and until any and all outstanding fees have been paid in full. All payment obligations are non-cancelable and all amounts paid are non-refundable, unless stated otherwise in this Agreement. All fees are due and payable in advance throughout the subscription term.
If you use an add-on that has a charge, then you’ll be billed that additional amount with each billing cycle for as long as the add-on is active.
Prices and fees exclude applicable taxes unless stated otherwise. You're responsible for taxes on payments to LicenceOne, including indirect taxes like GST or VAT. You'll also cover any taxes, penalties, or interest LicenceOne pays on your behalf.
If you are located in the European Union but outside of France, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. Before paying for your LicenceOne plan for the first time, you will provide us with the VAT registration number under which you are registered in your member state. If you do not provide us with a VAT registration number before your transaction being processed, we will not issue refunds or credits for any VAT that was charged.
If any invoiced amount is not received by LicenceOne by the due date, then without limiting our rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. You will also be responsible for all reasonable expenses (including attorneys' fees) incurred by us in collecting such delinquent amounts, except where such delinquent amounts are due to LicenceOne's billing inaccuracies.
All purchases are final and non-refundable, except at our sole discretion and in accordance with the Agreement. If you believe that LicenceOne has charged you in error, you must contact us within 30 days of such charge. No refunds will be given for any charges more than 30 days old.We reserve the right to issue refunds or credits.
When you sign up for an Account on behalf of a company, you represent and warrant that you have the authority to accept these Terms and enter into the Agreement on its behalf.
When you create an Account and agree to these Terms, the Agreement between you and LicenceOne is formed, and the term of the Agreement will begin (the “Agreement Term”). The Agreement Term will continue for as long as you have an Account or until either party terminates the Agreement in accordance with these Terms; whichever happens first, with exception to the clauses that will continue to be in effect as designated in ‘9.5 Survivability’.
Unless otherwise specified in your order, your subscription will automatically renew for the shorter of the same duration as your prior term or one year.
If you're thinking of departing and not renewing your subscription, drop us a written heads-up within the timeframe detailed in your order, or you can disable auto-renew your Account’s billing settings.
You may choose to cancel your subscription early at your convenience, provided that we will not provide any refunds of prepaid fees or unused subscription fees, and you will promptly pay all unpaid fees due through the end of your current term. See the 'Notice of Non-Renewal' section for information on how to cancel your subscription.
Either party may terminate this Agreement for cause, as to any or all subscription services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors.
We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our Customers.
This Agreement may not otherwise be terminated before the end of your current term.
We may suspend any User’s access to any or all Service without notice for:
We may, without notice, review and delete any Customer data or Customer materials that we determine in good faith violate these Terms provided that, we have no duty (unless applicable laws or regulations provide otherwise) to prescreen, control, monitor or edit your Customer data or Customer materials.
We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Service ten (10) days after such notice. We will not suspend the Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
If your use of the Service:
We will make commercially reasonable efforts to limit the suspension to the affected portion of the Service, and each party will make reasonable efforts to promptly resolve the issues causing the suspension of the Service. Nothing in this clause limits our right to terminate for cause as outlined above, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our Customers.
You will continue to be subject to this Agreement for as long as you have access to a LicenceOne Account.
Upon termination or expiration of this Agreement, you will stop all use of the Service and Additional Services provided by LicenceOne. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the subscription term. Fees are otherwise non-refundable.
Once your Account is removed, you acknowledge and agree that we may permanently delete your Account and all the data associated with it.
We may discontinue the Service or any features of the Service at any time, and we are not in any way liable to you for any modification, suspension, termination, or discontinuation.
This is an Agreement for access to and use of the App, and you are not granted a licence to any software by this Agreement. Our Services are protected by intellectual property rights and international conventions, they belong to and are the property of us or our licensors (if applicable), and we retain all ownership rights to them. All rights that are not expressly granted by these Terms are reserved by LicenceOne.
You agree not to copy, rent, lease, sell, distribute, or create derivative works based on our Services in whole or in part, by any means, except as expressly authorised in writing by us.
No use of the LicenceOne name, logo or trademark may be made without the prior written consent of LicenceOne.
If you're thinking of departing and not renewing your subscription, drop us a written heads-up within the timeframe detailed in your order, or you can disaYou represent and warrant that you either own or have permission to use all the material, Content, data, credentials and information (including your personal information and the personal information of others) you submit to LicenceOne in the course of using the Service or which we retrieve or access at your direction or with your permission.
You retain ownership of the Content that you upload to the Service. We may use or disclose your Content (including any personal information therein) only as necessary to provide the Service and to you, or as otherwise permitted by this Agreement. If you are using the Service on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.
No use of your name, trademark, or logo is granted to LicenceOne without your prior consent.ble auto-renew your Account’s billing settings.
We may monitor your use of the Service and use the information gathered in an aggregate and anonymised manner to improve our Services. For further information, please see our Privacy Policy and Data Processing Agreement.
We welcome Feedback, suggestions, comments, input or other Feedback from Customers regarding the App. Any Feedback you provide is done on a voluntary basis.
You agree that if you provide any such Feedback, then you grant us a royalty-free, non-exclusive, attribution-free, worldwide, sub-licensable, and transferable licence to use, reproduce, publicly display, distribute, modify, and publicly perform and use the Feedback as we see fit.
By entering into this Agreement, you understand and agree that you will not receive any compensation for your Feedback and that we may use any Feedback to improve the App or develop new features and services.
You must:
You agree and acknowledge that you will not:
No matter the cause, under no circumstances will you or LicenceOne have any liability to the other for any indirect, incidental, punitive, special, or consequential damages, whether in contract, tort or under any other theory of liability and regardless of whether the party has been advised of the possibility of those damages.
You acknowledge and agree that LicenceOne will only be liable for the damage which LicenceOne has directly and exclusively caused itself, and without the existence of any joint or several liability agreements with third parties that may have contributed to the damage.
Our total aggregate liability to you shall never exceed the amount that you have paid us for the Service in the twelve (12) month period preceding the event giving rise to a claim.
This total aggregate liability limit does not apply to damages due to:
Neither LicenceOne nor our Team will be held liable for any losses or damages you suffer if you use the Service in violation of these Terms, regardless of whether we terminate or suspend your Account.
The foregoing 'Limitation of Liability' disclaimers will not apply to the extent prohibited by applicable law, and do not limit either party’s right to seek and obtain equitable remedies.
To the maximum extent permitted by law, we provide the Service to you on an “as-is” and “as available” basis. This means that, except as expressly stated in these Terms, LicenceOne, our Affiliates and agents make no representations or warranties about the suitability, reliability, availability, timeliness, security or accuracy of the App.
LicenceOne reserves the right to temporarily suspend access to the App when we need to carry out maintenance and updates. In any instance where this occurs, we will do our best to time this to cause the least inconvenience.
You accept that no temporary interruption of access to the App shall give rise to any rights to compensation.
Neither party may assign their rights and obligations under this Agreement to anyone else without the prior written consent of the other party.
You and we agree that no joint venture, partnership, employment, franchise, or agency relationship exists between the parties.
This Agreement shall not be interpreted as to create any subordination between you and us - both parties retain full autonomy.
Neither party holds the authority to engage in or acquire any obligations on the other’s behalf.
This Agreement and the Service are governed by French law.
To the extent permitted by applicable law, you hereby acknowledge and agree that any dispute relating to its validity, interpretation, and execution shall be submitted to the courts having jurisdiction over LicenceOne’s registered headquarters in La Rochelle, France, despite multiple defendants or the introduction of third parties. Both parties consent to personal jurisdiction in the same aforementioned courts.
The effective date of these Terms is the 29th of April 2024.
Application of Consumer Law
Our Services are intended for use by businesses and not for consumer purposes. To the maximum extent permitted by applicable law, you hereby acknowledge and agree that consumer laws do not apply.
If however any consumer laws do apply and cannot otherwise be lawfully excluded, nothing in these Terms will restrict, exclude or modify any statutory warranties, guarantees, rights or remedies you have, and our liability is limited (at our option) to the replacement, repair or resupply of the Services.
In application of Article 1218 of the French Civil Code, neither party shall be responsible for any failure or delay of performance caused by events beyond their control which could not reasonably have been foreseen. This includes, but is not limited to, natural disasters; fires; floods; earthquakes; unusually severe weather conditions; nuclear accidents; dolphins taking over and implementing a new world order; acts of war, hostility, or sabotage; changes to law or regulations; riots; strikes; acts of hackers; and electrical, internet, or telecommunications outage that is not caused by the obligated party.
In a case where one party experiences a Force Majeure event, they will give notice to the other party and their obligations according to this Agreement will be temporarily suspended until the problem is resolved.
If the Force Majure event continues for more than fifteen (15) days, both you and LicenceOne agree to discuss how we can reasonably modify the Terms and our respective obligations to each other. If we cannot find reasonable alternatives or come to a new agreement, our respective obligations under these Terms can then be revoked without damage or compensation by notifying the other party with an email.
Even if this Agreement is terminated or expires, the following sections will continue to apply: Confidentiality, Intellectual property, Your Content, Limitation of Liability, No warranties, Severability, Entire agreement, Governing laws, Survivability and Waiver.
This Agreement will be enforced to the fullest extent permitted under the applicable law. If any provision in the Terms is deemed to be invalid or unenforceable by a court of competent jurisdiction, said provision will be modified with a valid and enforceable replacement that most closely accomplishes the objectives of the original; and the remaining provisions of the Terms will remain in effect.
No delay of either party in taking action on a violation of these Terms will be considered a waiver of such right or remedy, and both parties reserve the right to take action at some point.
These Terms, along with the Data Processing Agreement and Privacy Policy, constitute the entire agreement between both parties and supersedes all prior and contemporaneous agreements, proposals or representations, electronic, written or oral, concerning its subject matter.
