Last updated: October 23rd, 2024

General Terms of Use

Preamble

These general terms of use (“Terms of Use”) govern the provision of Rayon’s Platform to the Client (each a “Party” and together the “Parties”).

Rayon is a French limited liability company (société par actions simplifiée unipersonnelle), registered with the Paris Trade and Companies Register under number No. 903 538 403 and having its registered address at 1 Rue de Stockholm, 75008 Paris, France.

1. Definitions

Throughout these Terms of Use, words or expressions beginning with a capital letter which have not been defined elsewhere shall have the following meanings:

  • 1. Client: means the person or company that has created a User Account on the Rayon Platform;

  • 2. Confidential Information: means any information, whether or not marked as confidential, including technical or business information of whatever nature such as ideas, concepts, business plans, inventions, discoveries, formulas, processes, designs, specifications, images, manuals, computer printouts, computer databases, disks, files, lists, memoranda, letters, notes, notebooks, reports, drawings, prototypes, samples, improvements, formulations, developments, applications, engineering and manufacturing and marketing data, trade secrets, any commercial, financial, technical or strategic information;

  • 3. Owner Account: Means the account created by a Client on the Platform, which has the powers described in Article 3;

  • 4. User: means the Client and Collaborator;

  • 5. Models: means the floor plans, templates, documentation or files uploaded or created on the Platform;

  • 6. Collaborator: means any person invited by the Client to collaborate on the Rayon Platform regardless of its profile;

  • 7. Resources: means the functionalities available to the Client on the Platform;

  • 8. Effective Date: means the date on which the User accepted these Terms of Use;

  • 9. Fee: means the price paid by a Client to access and use the Platform and applicable to the Resources;

  • 10. Platform: means Rayon platform and the entirety of its features, available rayon.design website and allows users to collaborate on floor plans;

  • 11. Libraries: sets of blocks (vector 2D items), styles (textures, hatches, etc) and templates (ready-made 2D drawing sets) provided by the Platform.

  • 12. Role: means the profile allocated to each Collaborator invited by the Client to the Platform;

2. Access to the Platform

Access to the Platform, is subject to :

  • the creation of an Owner Account using a valid email address and a password created by the Client;
  • the acceptance of these Terms of Use;
  • an email address confirmation (Client is required to click on the “confirm” button sent to Client’s email address and to reference, on the Platform, the token prompted by the confirmation email);
  • answering the platform onboarding questions
  • where applicable, the payment of the applicable Fee.

3. The Platform and its Resources

The Platform is an online platform that allows the Client to upload, design, create, share and invite to collaborate on floor plans and related documentation, where applicable, based on its own plans or on the templates available on the Platform. The Platform also makes tutorials available to the Users.

The complete list of the Resources and the Roles is available in Appendix 1.

When creating its Owner Account, the Client chooses both the Resources and the Collaborator’s Role, as set out in Appendix 1. The Client may appoint an “admin” to invite Collaborators and choose their Role.

4. Term

4.1. Free tier

The Client subscribes to a Free tier for an indefinite period of time. The Client may at any time upgrade his/her subscription by selecting a paid tier and paying the applicable Fee.

4.2. Paid tiers

The Client subscribes to a paid tier for a determined period of time, either for one (1) month or one (1) year (the “Term”). At the expiry of the Term, the Client shall renew its subscription by selecting a new tier and paying the applicable Fee. If the Client does not purchase a paid tier, Client will be automatically downgraded to the free tier which shall remain active as long as the Client has an Owner Account. Rayon’s downgrade policy is detailed in Appendix 3.

4.3. Student tier

Where the Client is a student effectively enrolled with an academic institution and owns an academic email address, the Client may open a student account to access the Platform and use, free of charge, some of the Platform’s paid tier features for a duration of maximum two (2) years. Failing to comply with these Terms of Use or with the student tier criteria above-mentioned, Rayon shall downgrade the Client’s student account to a free tier account. As a result, the Client shall no longer have access to some of the Platform’s paid tier features.

4.4 Fee

Rayon grants access to the Platform on a free basis or, under certain conditions, against the payment of a Fee. Rayon’s tiers and related Fee grid are set forth in Appendix 2.

4.5 Invoicing and Payment

Client will pay Rayon up-front in accordance with the frequency and the method of payment selected by the Client. Rayon’s payment service provider shall issue, on behalf of Rayon, an invoice including all applicable taxes which will be added to the total Fees.

In accordance with Article L. 441-10 of the French Commercial Code, any late payment of invoices shall give rise to the payment by the Client of a late payment interest calculated on the basis of three (3) times the legal interest rate.

5. Rayon’s Obligations and Warranty Disclaimers

5.1 Rayon’s Obligations

Without prejudice to third-party’s Intellectual Property Rights, Rayon shall make the Platform and its Resources available to Users in accordance with Client’s selected tier, the Resources and Roles.

Rayon shall use commercially reasonable efforts to ensure that the Platform and Resources are performed in accordance with the Terms of Use.

Rayon makes Models templates and blocks available to Users, without, however, being able to guarantee their total reliability.

5.2 Rayon’s Warranty Disclaimers

GIVEN THE OPERATION AND AVAILABILITY OF THE PUBLIC NETWORK USED BY THE CLIENT TO UPLOAD INFORMATION INTO THE PLATFORM OR FOR ACCESSING AND INTERACTING WITH THE PLATFORM (SUCH AS THE COMPUTER NETWORKS AND THE INTERNET), RAYON IS NOT IN ANY WAY RESPONSIBLE FOR ANY SUCH INTERFERENCE WITH OR PREVENTION OF THE CLIENT’S ACCESS AND/OR USE OF THE PLATFORM OR RESOURCES OR OTHER DAMAGES RESULTING THEREOF.

RAYON DOES NOT WARRANT THAT THE PLATFORM, RESOURCES AND RELATED CONTENT WILL BE ERROR-FREE OR UNINTERRUPTED.

TO THE EXTENT PERMITTED BY LAW, RAYON HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

6. User’s obligations

Users shall:

  • Be responsible for maintaining the confidentiality of their credentials;
  • Be solely responsible for all activities carried out under their, where applicable, Owner Account or Role;
  • Not reverse engineer or access, copy, reproduce, republish, upload, post, transmit or distribute the Platform,or facilitate or allow a third-party to do so;
  • Not alter or attempt to alter the Platform,not create derivative works from the Platform, decompiling or disassembling the Platform~~;~~
  • Not interfere or attempt to interfere with the proper operation of the Platform.
  • Not use the Libraries and any work including all or part of the Libraries (the “Derivative Works”) in a competing software subject to terms and conditions which provide for (i) a transfer of the intellectual property rights protecting the Libraries and/or the Derivative Works to such competing platform or (ii) a license, to the benefit of such competing platform, to reuse (including for software training purposes) or commercially exploit the Libraries and/or the Derivative Works. Where the Client wishes to use such competing platform, the Client shall remove any portion of the Libraries included in the Derivative Works prior to uploading it into the competing platform;
  • Not to distribute, free of charge or against payment, the Libraries to third-parties, other than in the normal course of the Client’s business and to the extent necessary to collaborate on the Platform and to display the Derivative Works to customers and partners (e.g. excluding any large-scale distribution).

7. Intellectual Property Rights

7.1 Retained Rights

7.1.1 Rayon’s Retained Rights

Without prejudice to third-party’s Intellectual Property Rights, Rayon retains full ownership of all Intellectual Property Rights protecting the Platform, the Resources and their content.

7.1.2 Client’s Retained Rights

Client retains full ownership of all Intellectual Property Rights protecting the content Client uploads into the Platform.

7.2 Rights granted to Client and the Collaborators

In consideration of the payment, where applicable, of the Fee set out in Article 4 above, Rayon grants to the Client and its Collaborators a worldwide, non-exclusive, non-assignable, non-transferable and non-sublicensable right to access and use the Platform and its content as long as Client’s Owner Account exists. Rayon authorizes the Client to invite Collaborators to the Platform and use it in accordance with their Role.

7.3 Rights to use granted to Rayon

For the purposes of the performance of these Terms of Use, the Client and, where applicable, the Collaborators hereby grant to Rayon a worldwide, non-exclusive, non-assignable, non-transferable, royalty-free, right to store, host, maintain and reproduce (for backup purposes only), any content uploaded into, or created in, the Platform, as long as the Client has an Owner Account and the content has not been deleted by the Client from the Platform.

8. Confidentiality

Without prejudice to Article 7.3 above, each Party represents that the other Party’s Confidential Information shall remain confidential and that it shall use at least the same degree of care to protect the other Party’s Confidential Information as it employs to avoid unauthorized disclosure or publication of its own Confidential Information.

This obligation remains valid for a period of two (2) years after the termination or expiration of the Contract and shall not apply to any particular information that either Party can demonstrate :

  • (i) was, at the time of disclosure to the receiving Party, in the public domain;
  • (ii) that after disclosure to the receiving Party, is published or otherwise becomes part of the public domain through no fault of the receiving Party;
  • (iii) was lawfully in possession of the receiving Party at the time of disclosure to it and was not the subject of a pre-existing confidentiality obligation;
  • (iv) was received from a third-party who had a lawful right to disclose such information to the receiving Party; or
  • (v) was independently developed by the receiving Party without use of the Confidential Information of the disclosing Party.

9. Term and termination

9.1. Termination by the Client for convenience

9.1.1. Free tier

The Client may terminate these Terms of use and its subscription to a free tier at any time by deleting its Owner Account. The deletion of its Owner Account shall result in the immediate deletion by the Platform of all data and content of such Owner Account.

9.1.2. Paid tier

The Client may either terminate its subscription to a paid tier or these Terms of Use at any time before the Term. Any Fee paid in advance to Rayon shall not be refunded to the Client.

If the Client terminates its subscription to a paid tier, the termination shall be effective at the end of the Term. Thereafter, the Client shall be downgraded as set out in Appendix 3.

If the Client terminates these Terms of Use by deleting its Owner Account, the termination shall be immediately effective and all data and content in the Client’s Owner Account shall be deleted.

9.2. Termination for cause

In the event of a breach by either of the Parties of any of its obligations set out in these Terms of Use, the other Party shall, without prejudice to its other rights and remedies, be entitled to terminate its subscription and these Terms of Use after notification to the other Party of such breach by registered letter with acknowledgment of receipt, if such breach has not been remedied within thirty (30) calendar days of said notification. If the Client terminates these Terms of Use for proven cause, Rayon shall refund prorata temporis the Fees paid in advance.

Rayon may terminate the Terms of Use and the related Owner Account immediately by sending an email to the Client, confirmed by a registered letter with acknowledgment of receipt, in case the Client breaches the provisions of the Terms of Use listed below:

  • article 4 “Financial Conditions”
  • article 6 “User’s obligations”
  • article 7 “Retained rights”
  • article 7.2 “Rights granted to the Client” ; and
  • article 7.3 “Rights granted to Rayon”.

In the event of a termination for cause, Rayon shall delete the Owner Account and related data and content.

10. Data protection

So as to provide access to the Users to the Platform and its content, Rayon acts as a data controller. For further information on the features of the processing of Users’ personal data carried out by Rayon, please refer to Rayon privacy policy.

11. Liability

RAYON’S ENTIRE LIABILITY, FOR ALL EVENTS TRIGGERING ANY LIABILITY WITH RESPECT TO THE TERMS OF USE, SHALL NOT EXCEED, TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, IN AGGREGATE THE AMOUNT OF THE FEES PAID BY THE CLIENT IN THE LAST TWELVE (12) MONTHS PRECEDING THE FIRST ACT OR OMISSION ALLEGED TO GIVE RISE TO SUCH LIABILITY.

IT IS EXPRESSLY AGREED BETWEEN THE PARTIES THAT RAYON SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES. IN ANY EVENT, RAYON SHALL NOT BE LIABLE FOR THE COMMERCIAL DAMAGES, LOSS OF ORDERS, LOSS OF CLIENTS, LOST OPPORTUNITIES, BUSINESS DISRUPTION OF ANY KIND, LOST PROFITS, DAMAGES TO THE CLIENT’S BRAND IMAGE AND, IN PARTICULAR, ANY LEGAL ACTION TAKEN AGAINST THE CLIENT BY A THIRD-PARTY.

12. Force majeure

RAYON SHALL NOT BE RESPONSIBLE FOR ANY DELAY OR FAILURE OF PERFORMANCE RESULTING FROM ANY UNFORESEEABLE CIRCUMSTANCES OR FORCE MAJEURE EVENT, OR ANY EVENT CAUSED BY A THIRD PARTY OR ANY OTHER EXTERNAL OR INDEPENDENT CAUSE TO RAYON, DIRECTLY OR INDIRECTLY PREVENTING IT FROM FULFILLING ITS OBLIGATIONS.

13. General provisions

13.1. Entire agreement

The Terms of Use represent the entire agreement between the Parties and shall prevail over any other prior agreement, commitment, representation or contract entered into between the Parties and having the same purpose, whether written or oral.

13.2. Amendments

Rayon reserves the right, at any time, to change these Terms of Use and shall notify to the User such change with a fifteen (15) day notice prior to the entry in force of such change.

If the User objects to the notified change, the User may, throughout the period of notice, terminate the Terms of Use, in accordance with article 9. The termination shall be effective at the end of the paid subscription purchased and, if Client has subscribed a free subscription, at the end of the then-current subscription term. If the User does not terminate within the notice period, this formalizes the consent of the User to the notified change of the Terms of Use.

13.3. Assignment

User may not assign the Terms of Use without Rayon’s prior written consent.

Conversely, Rayon may assign the Terms of Use to any third-party as part of a business reorganization or M&A operation.

13.4. Severability and waiver

If any provision of the Terms of Use is declared invalid, unlawful or unenforceable by a court of competent jurisdiction or other competent authority, such invalidity or unenforceability shall not entail the invalidity of the rest of the Terms of Use. All other clauses and/or provisions of the Terms of Use shall remain in force.

The Parties shall use their reasonable efforts to replace the invalid provision with another that achieves the same or substantially the same economic result of the invalid provision. In the event an invalidity prevents the performance of the Terms of Use, the Parties shall promptly commence good faith negotiations to remedy such invalidity.

13.5. Applicable law

The Terms of Use are written in French and the English version is provided for convenience only. The Terms of User are governed by and construed in accordance with the laws of France, without regard to its conflict of laws. You agree, as we do, that any dispute relating to the Services shall be subject to the exclusive jurisdiction of the competent courts of Paris, France.

  • Appendix 1 Resources & Access rights / link
  • Appendix 2 Financial Conditions / link
  • Appendix 3 Downgrade Policy / link