Terms of Use

Preamble

Welcome to UltraSmart AI! Our platform provides access to UltraSmart AI’s artificial intelligence models tailored for text generation alongside with a range of complementary services (the “Services”).

These Terms of Use do not apply to You if You use Our Services via a cloud provider, on such cloud provider's infrastructure. In such a case, the Terms of Service for cloud usage shall apply.

Definitions

The capitalized words in this document shall have the meaning set forth below:

• “Account”: means Your account on the Platform.

• “Agreement” or or “Service Agreement": means the agreement entered into by and between UltraSmart AI and You, composed of (a) these Terms of Use, (b) where applicable, the applicable Terms of Service and (c) all materials referred or linked to in the above mentioned documents, as may be amended from time to time.

• “Anomaly": means any anomaly affecting the proper functioning of the Services.

• "Applicable Data Protection Law": means (i) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 applicable since 25 May 2018 (the "GDPR") and (ii) the data protection laws and regulations applicable in France.

• "Authorized Users": means the Professional Customer's employees and/or independent contractors, allowed by the Professional Customer to access and use the Services, subject to the Authorized Users' compliance with this Agreement.

• "Billing Cycle": means the frequency at which the Customer is billed for the Fees, based on the Customer's Subscription Plan.

• "Business Hours": means from 9 am to 6 pm on a Business Day.

• "Business Days": means from Monday to Friday, excluding French public holidays.

• "Customer Application": means the application edited and operated by the Customer under its sole control and responsibility, that the Customer may connect to the Platform to use certain Services.

• “Data Controller”: means the legal person who determines the means and the purposes of the processing of Personal Data.

• “Data Processor”: means the legal person that processes the Personal Data on behalf of the Data Controller and under its documented instructions.

• “Effective Date”: means the earlier of (i) the date You first use the Services or (ii) the date You accept these Terms of Use.

• "Fees": means the fees paid or payable by the Customer under this Agreement in consideration for the Paid Services.

• “Filters”: means the automatic mechanisms such as moderation prompts implemented by UltraSmart AI designed to screen or remove offensive, inappropriate or illicit content from the Output.

• “Identifiers”: means Your email address and password required to log into Your Account.

• “UltraSmart AI’s Intellectual Property”: means the Model(s), the Services, and any trade names, trademarks, logos, patents, trade secrets, know-how, designs, drawings, copyrights, engineering, photographs, samples, software, models, algorithm, image, literature, information, ideas, concepts, or improvements pertaining to the Services and other data of any kind that is protectable through copyrights, patent, trade secrets, trademarks, trade dress, service marks, or and includes any modification or enhancement of the Services.

• “Model(s)”: means (i) any version of any artificial intelligence model developed by UltraSmart AI and made accessible in any manner (API, chat, etc….) on the Platform and (ii) the associated documentation as may be amended from time to time (the "Documentation").

• “Parties”: means You and UltraSmart AI AI. In the singular, “Party” means one of the Parties.

• "Payment Services": means the online payment services provided by Stripe Technology Europe Limited, having its principal office at The OneBuilding, 1, Lower Grand Canal Street,Dublin 2, Ireland, and registered as a payment service provider in Ireland under number C187865 (the "Payment Services Provider" or the "PSP"), allowing the Customer to pay the Fees on the Platform.

• “Personal Data”: means any data related to an identified or identifiable natural person.

• “Privacy Policy”: means UltraSmart AI AI’s privacy policy.

• “Platform”: means the platform operated by UltraSmart AI, available atPlatform Link.

• “Services”: means the services provided by UltraSmart AI to You under this Agreement, including but not limited to the Platform, the Model(s) and any other services provided by UltraSmart AI along with any associated software, application and website. The Services may be free of charge (the “Free Services”) or charged to You (the “Paid Services”).

• “Subscription": means the Customer's subscription to the Services.

• "Subscription Plan": means the specific set of Services the Customer subscribes to. The available Subscription Plans are mentioned on the Platform and may be amended from time to time by UltraSmart AI at its sole discretion.

• "Support": means the support Services provided by UltraSmart AI to the Customer, which includes:

  • "Customer Support": means the service consisting in replying to the Customer's questions and queries about the Services.
  • "Technical Support": means the service consisting in fixing the Anomalies notified by the Customer to UltraSmart AI through the Ticketing Platform.

• “Terms of Service”: means the agreement entered into by and between the Parties and governing the use of specific Services and/or Subscription Services.

• “Terms of Use”: refers to these terms of use.

• "Ticketing Platform": means the ticketing application provided by UltraSmart AI to the Customer, where the Customer can request Technical Support. The Customer may also request Technical Support atcontact@us.inc.

• "Upgrade": means any new version of the Services that introduces new features, enhancements, or improvements beyond the current version provided to the Customer under the Customer's Subscription Plan.

• "User Data": means any of the following data:

  • The "User Feedback": means Your feedback pertaining to the accuracy, relevance, and effectiveness of the Outputs, including but not limited to any identified discrepancies or errors.
  • The "User Input Data": means any data provided by You that is used by You for the purpose of prompting, fine-tuning or customizing the Services to Your specific needs or use-case, for the duration of this Agreement.
  • The "Outputs": means any and all content generated by the Services in response to a Prompt.
  • The "Prompts": means any and all instructions, queries or textual cues given by You to the Services in order to generate an Output.

• “You", the "User" or the "Customer": means any person who uses, accesses, browses and/or subscribes to the Services. The terms “Your”, and “Yours” are also used throughout this Agreement to specifically refer to such Customer. The Customer can be:

  • A "Consumer': has the meaning given in Section 15 (Provisions applicable to Consumers) of these Terms of Use.
  • A "Professional Customer": means any Customer Subscribing, accessing to or using the Services as part of its business or professional operations.

• “Workspace" or "Organization": means the Professional Customers' workspace on the Platform which Authorized Users can access, subject to the permissions set out by the Professional Customer.

2. Purpose and scope

2.1. Purpose

The purpose of this Agreement is to describe the rights and responsibilities of the Parties in connection with Your use of the Services.

2.2. Scope and contractual documents

Scope. These Terms of Use apply to any Subscription, access to or use of the Services by You on the Platform.

Additional Terms. Some Services may be subject to additional terms specific to that Service as set forth in the applicable Terms of Service. By accessing or using a Service covered by the Terms of Service, You also agree to such Terms of Service.

Hierarchy. In case of any conflicts or discrepancies between these Terms of Use and the applicable Terms of Service, the applicable Terms of Service shall prevail.

3. Acceptance

General Principle. Any access or use of the Services by You implies Your unreserved agreement to these Terms of Use. You must read these Terms of use carefully before using the Services. We recommend You download these Terms of Use, print them and keep a copy thereof. By clicking on "I agree" (or any similar button or checkbox on the Platform) at the time You sign up for a Service or by signing a Purchase Order, You expressly agree to be bound by this Agreement.

Agreement on behalf of another person. If You agree to any of the terms composing this Agreement on behalf of Your employer or a legal entity, You warrant and represent that You possess the authority to act and accept such terms on their behalf. In such a case, the words "You" or "Customer" in this Agreement will refer to Your employer or that legal entity.

4. Access to Our Services

4.1. What You need to access and use Our Services

Age limitation. You must be at least thirteen (13) years old to use Our Services. You must have parental or legal guardian permission if You are a minor registering for Our Services. We will promptly delete any Account found to be in violation of such requirements.

Technical requirements. You need a computer (or any compatible electronic device) and a high-speed internet connection to access and/or use Our Services. Depending on the Services You use, some additional technical requirements might be required, as further described in the Documentation and/or in the applicable Terms of Service. You are responsible for ensuring You comply with the foregoing technical requirements to utilize the Services effectively.

Costs. Unless otherwise stated, the costs of the abovementioned technical requirements shall be borne solely by You.

4.2. Your Account

Account creation. You must create an Account on the Platform to use the Services. To do so, You must fill in the form provided on the Platform. You must provide loyal, complete, correct and up-to-date information to UltraSmart AI and promptly update the information on Your Account if any changes occur.

Type of accounts. The Platform offers two types of accounts: administrator Accounts (”Admin Accounts”) and regular Accounts (”Regular Accounts”).

4.2.1. Admin Accounts

Admin Accounts. Subject to Your Subscription Plan, Admin Accounts are granted additional privileges and functionalities compared to Regular Accounts. These privileges include, but are not limited to, the following:

• Invitation of Users: Admin Account holders may invite Authorized Users to join their Workspace on the Platform by providing their email addresses. Upon receipt of an invitation, the Authorized Individual will be able to create an Account on the Platform.
• Automatic adhesion based on domain names:Admin Account holders may configure the Platform to automatically add Authorized Individuals to their Workspace on the Platform based on the domain name of their email addresses. For example, if an Admin Account holder specifies that all email addresses ending in “@example.com” should be automatically added, any individual with an email address ending in “@example.com” who attempts to create an Account on the Platform will be automatically added to the Admin Account holder’s Workspace on the Platform.
• Managing Accounts within Your Workspace:You can manage Your Organization's Accounts on the Platform, including deleting such Accounts or changing such Accounts' permissions, under your sole control and responsibility.

Admin Accounts responsibility. Admin Account holders are responsible for ensuring that all individuals added to their Workspace on the Platform, whether through invitation or automatic addition, comply with these Terms of Service and any applicable laws and regulations. Admin Account holders are also responsible for managing the access and permissions of individuals within their organization.

Deletion of Your Admin Account. You can ask Us to delete Your Admin Account atcontact@us.inc, subject to (i) Section 13 (Term, Suspension and Termination) of these Terms of Use or the applicable Terms of Service and (ii) payment of any outstanding Fees. The deletion of an Admin Account shall result in the concomitant deletion of the associated Workspace and all related Accounts, unless otherwise agreed.

4.2.2. Regular Accounts

Deactivation by You. You may deactivate Your Account at any time by sending an email tocontact@us.incunless You subscribed to Our Paid Subscription Services. In such a case, You may only delete Your Account under the terms and conditions set forth in Section 13 (Term, Suspension and Termination) of these Terms of Use or in the applicable Terms of Service.

4.2.3. Provisions applicable to every Account

Restrictions. Your Account is intended for Your use only. Unless otherwise stated, You shall not share Your Account with any third party without UltraSmart AI’s prior written consent. You represent and warrant that You will not create (a) any fake Accounts, (b) more than one Account or (c) an Account on behalf of another individual or entity without such individual’s or entity’s consent.

Account security. You must keep Your Identifiers secure and strictly confidential. UltraSmart AI does not commit to monitoring which individual is using Your Account. You are thus solely responsible for any action carried out via Your Account, whether that action was carried-out by You or not. For the avoidance of doubt, any operation carried out using Your Account will be considered to have been carried-out by You. Therefore, You shall (a) monitor the use of the Services and Your Account closely and (b) notify UltraSmart AI atcontact@us.inc in the event of any (suspected or confirmed) unauthorized or fraudulent use of Your Account as soon as You become aware of such events.

Suspension or deactivation by UltraSmart AI.UltraSmart AI reserves the right to suspend or deactivate Your Account Section 13 (Term, Suspension and Termination) of these Terms of Use, if UltraSmart AI suspects or determines that such Account may have been used for an unauthorized purpose.

4.3. Subscription to the Services

4.3.1. Free Services

Subscription Process. To access and use the Free Services, You must:

• Create Your Account on the Platform in compliance with the Terms of Use, and
• Accept this Agreement.

4.3.2. Paid Services

Subscription Process. To subscribe to the Paid Services, You must:

• Create Your Account, in compliance with the Terms of Use,
• Choose Your Subscription Plan,
• Choose Your payment method. If You choose to pay the Fees via credit card, an imprint of its credit card may be taken to verify the validity of the card. This process is solely for verification purposes and does not result in any immediate charges unless explicitly stated,
• Provide Your payment and billing information by filling in the form available on the Platform. You must provide loyal, up-to-date, complete and accurate payment and billing information. You shall promptly update Your payment and/or billing information in order to keep such information current, complete and up-to-date. This change can be made through the Your Account on the Platform,
• Accept this Agreement,
• Review Your Subscription. During this step, You will be able to modify the Purchase Order if necessary,
• Confirm Your Subscription, and
• Depending on the Services You wish to Subscribe to, You may be required to pay for the Fees for the initial subscription month, as outlined in the applicable Terms of Service.

Confirmation of the Subscription. Once the Subscription process is complete, a page will appear on the Platform to confirm Your Subscription. UltraSmart AI will send You a confirmation of Your Subscription at the email address provided by You when creating Your Account (unless such email address is not valid), alongside with a PDF copy of this Agreement. This confirmation does not constitute an invoice. You will be able to access and use the Paid Services once You have received such confirmation.

Subscription verification process. UltraSmart AI and/or, where applicable, the Payment Services Provider will verify the information provided by You during the Subscription process. UltraSmart AI reserves the right to decline the Your Subscription to the Paid Services in case of any suspected OFAC regulation violation or instances of fraud and/or misrepresentation. In such cases, (i) UltraSmart AI will notify You by email, (ii) UltraSmart AI will refund You of any pre-paid Fees under this Agreement and (iii) this Agreement will automatically terminate.

Change Subscription Plan. A Subscription Plan enables the Customer to access specific features and Models as listed on the Platform. If the Customer wishes to access a Model that is not included in its current Subscription Plan, the Customer must subscribe to the relevant Subscription Plan to gain access.

5. Our Services

The Platform. Any User may access and use the Platform free of charge as well as the Free Services. Our Services consist in allowing You to use Our Model(s) for the purpose of generating Outputs. You can access the full list and description of the Services provided by UltraSmart AI on the Platform and/or on the Documentation, as may be amended from time to time.

Restrictions. Certain Services may not be directly accessible, either due to their payable nature (Paid Services) or restricted access limited to specific Users, such as businesses. The paid or restrictive nature of these Services is explicitly outlined on the Platform and/or the applicable Documentation.

Evolution of the Services. Subject to the applicable Terms of Service, We reserve the right to modify, update or enhance Our Services without notice. Such modifications may include, but are not limited to, debugging, feature additions, enhancements or alterations to improve Service quality. You agree that We are not obligated to maintain or provide prior features, functionalities or Services following modifications, updates or upgrades, unless otherwise stated.

Customer support. UltraSmart AI will provide You with all reasonable guidance and information necessary to facilitate the optimal use of the Services, under the terms set out below (the "Customer Support"). The Customer shall submit Customer Support requests to UltraSmart AI through UltraSmart AI's Ticketing Platform. UltraSmart AI will use commercially reasonable efforts to respond to the Customer's legitimate questions concerning the use of the API Services within a reasonable time, during Business Hours and on Business Days.

Customer Support exclusions. This Assistance Service does not cover any inquiries by the Customer:

• For which information is readily available in the Documentation,
• Regarding the initial training for the use of the Services. You are solely responsible for training Your Authorized Users to use the Services,
• Resulting from the use of third-party software, hardware or services not provided by UltraSmart AI,
• Resulting from Your improper, unlawful or unauthorized use of the Services, or
• When You fail to pay the applicable Fees.

Technical Support. You must notify UltraSmart AI of any Anomaly affecting the Services using the Ticketing Platform. UltraSmart AI will use commercially reasonable efforts to fix the Anomalies notified by You within commercially reasonable timeframes.

Adaptive Maintenance. UltraSmart AI may perform adaptive maintenance, to ensure the Services continual adaptability and alignment with evolving technological or regulatory standards. You acknowledge and agree that this Agreement does not automatically include any Upgrades for the Services and that any Upgrades may require changing Your Subscription Plan. For the avoidance of any doubt, UltraSmart AI is under no obligation to improve the Services or provide any Upgrade to You.

Beta Services. We may, from time to time, offer certain services, features, or functionalities in beta version (“Beta Services”). Beta Services will be mentioned as such on the Platform. Beta Services are provided “as is” and “as available” without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Beta Services will be uninterrupted, error-free, or free of harmful components.By using the Beta Services, you acknowledge and agree that:

• No Guarantee of Availability: We may discontinue, modify, or limit the availability of the Beta Services at any time without notice.
• No Liability: We shall not be liable for any damages, losses, or costs arising from or related to Your use of the Beta Services.
• Feedback: You may be asked to provide feedback regarding the Beta Services. We shall own all rights, title, and interest in and to any feedback you provide, and you hereby assign to Us all rights in such feedback.

6. Fees, billing and payment

General Principle. Specific payment terms may apply depending on the Services Your Subscribe to. Please make sure to check the applicable Terms of Service to know more about the applicable payment terms before Subscribing to a Service.

6.1. Fees

Applicable Fees. The Fees are listed on the Platform inclusive of all Taxes. You must pay to UltraSmart AI the Fees listed in UltraSmart AI's then-current price list available on the Platform. Unless otherwise stated and to the extent permitted by applicable law, all amounts paid by the Customer are non-refundable and non-cancellable.

Pricing evolution. UltraSmart AI may modify the price list at its own discretion upon giving at least thirty (30) days' notice in writing to the email address You provided upon Your Subscription. If You do not agree with this modification, You may terminate this Agreement and/or the relevant Purchase Order before the end of this notice period. The Fees will not be increased during this notice period.

6.2. Billing

Payment method. The Customer must pay the Fees via credit card or any other payment method available on the Platform.

Frequency. The Customer authorizes UltraSmart AI and/or the Payment Service Provider to charge the Customer's select payment method every month.

Payment Services. The Payment Services allowing the Customer to pay the applicable Fees are provided by the Payment Services Provider under its sole control and responsibility. UltraSmart AI is not responsible for the Payment Services provided by the Payment Services Provider.

Billing. Billing shall occur simultaneously as payment.

6.3. Suspension or termination

Suspension or termination. We reserve the right to suspend or terminate Your access to the Services in case of late-payment or non-payment under the conditions set forth in Section (Term, Suspension and Termination) of these Terms of Use.

6.4. Conditions applicable to Professional Customers

Late payments. The Customer may not withhold any amounts due under this Agreement. Any late payment will (i) be increased by a fixed indemnity of fourty (40) euros and the costs of collection (if any) and (ii) will incur a late payment interest rate of three (3) times the legal interest rate per day, starting from the day after the payment due date until full payment is received. For the purpose of this Agreement and subject to applicable law, the legal interest rate means the interest rate applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points.

Taxes. The Customer is responsible for settling any applicable Taxes that may be levied on top of the Fees and must pay UltraSmart AI for the Services without any deductions related to Taxes. If UltraSmart AI is required to collect or pay any Taxes, they will be invoiced to the Customer, who is obligated to settle them unless a valid tax exemption certificate regarding these Taxes is timely provided to UltraSmart AI AI. If the Customer is obligated by law to withhold Taxes from any payments under this Agreement, the Customer agrees to increase the payment amount to ensure that UltraSmart AI receives the full agreed-upon Fees notwithstanding these deductions. The Customer will be solely responsible for remitting the withheld amounts to the relevant authorities. The Customer shall provide UltraSmart AI with all pertinent tax identification information that UltraSmart AI may require under the applicable law to ensure compliance with prevailing tax regulations and the authorities of relevant jurisdictions. The Customer agrees to settle any potential interests, penalties, taxes, or fines resulting from the Customer's failure to declare, or reimburse UltraSmart AI for such amounts.

7. Your User Data

Responsibility. When You use Our Services, You may provide Prompts and Our Services may generate Outputs in return. You are solely responsible for Your use of the Prompts and the Outputs. You shall only use Prompts to which You own all required rights under applicable law and do so in a manner that is consistent with the applicable law. You shall not intentionally make the Services generate Outputs infringing intellectual property rights, third party rights or applicable law, or use such infringing Outputs after You become aware of such infringement.

Prompt ownership. You hereby represent that You own Your Prompts. You retain all the rights, including but not limited to the intellectual property rights to Your Prompts.

Output ownership.We do not claim any ownership or intellectual property rights of any kind in and to the Outputs generated by Our Models. You are the sole owner of the Outputs. You must not use the Outputs or any modified or derived version of the Outputs to reverse engineer the Services.

Output similarity. You agree that, due to the nature of Our Services, if another User uses a Prompt similar to Yours, our Services may generate an Output similar or identical to Yours. We do not warrant that Your Output is not similar or identical to another User’s Output. Consequently and unless otherwise stated, we will not indemnify You in case Your Output is similar or identical to another User’s Output.

Output accuracy. You acknowledge and agree that Our Services are inherently subject to certain unpredictabilities, particularly with the Outputs generated, as such Outputs depend on Your Prompt and as the technology behind Our Services is complex and continuously evolving. For the avoidance of any doubt and to the extent permitted by applicable law, Our Services are provided without any express or implied warranty regarding the quality or the accuracy of the Outputs. Consequently, You agree that the Outputs generated by Our Services may be incomplete, not up-to-date or not entirely accurate. Therefore, when using Our Services, You must:

• Ensure the quality of Your Prompts,

• Assess the accuracy and/or the suitability of the Output to your needs before using or sharing the Output,

• Include in Your Prompt any relevant moderation prompt to better filter or adapt the Output, especially if You deactivated the Filters proposed by UltraSmart AI, and

• Check the information generated by the Output and, in any case, not rely on the Output as a unique source of truth and/or information, as safe and inoffensive in every circumstance, or as a replacement for professional guidance.

License. You grant Us, for the term of this Agreement, a worldwide, revocable, non-exclusive, non-sublicensable, non-transferable right to use the Prompts, Outputs and User Input Data for the purpose of performing the Services. You grant Us, for the duration of the intellectual property rights under applicable law, a worldwide, non-revocable, non-exclusive, non-sublicensable, non-transferable right to use Your User Feedback for the purpose of improving Our Model(s). This helps us improve the accuracy of the Outputs generated by Our Model(s) and the overall efficiency and/or moderation of Our Services.

Moderation. We make commercially reasonable efforts to make sure Our Services do not generate Outputs that contain offensive, inappropriate or illicit content. To this end, We have implemented and / or are proposing different moderation mechanisms such as Filters to Our Model(s). Subject to Your Subscription Plan and to the option being available on the Platform, You may deactivate these Filters for legitimate purposes pertaining to Your specific Use-Case. You agree that (a) We do not warrant that the Output generated will not be offensive, inappropriate or illicit, (b) You are solely responsible for the use of Your Output and (c) You shall in no way use the Output for any illicit or unlawful purpose and/or to harm UltraSmart AI and/or a third party.

8. Your obligations

General obligations. You shall use Our Services in compliance with this Agreement and all applicable laws and regulations, including but not limited to all intellectual property, data and privacy laws. Therefore, You are responsible for:

• The information You provide Us. You must provide honest, loyal, complete, accurate and up-to-date information to UltraSmart AI and promptly update such information as need may be.

• Your use of Your Account and Our Services.You must:

  • Not use Our Services for any illicit, unlawful, prohibited and/or illegal purposes, to harm third parties or UltraSmart AI.

  • Not use the Services for a benefit of a third party unless agreed otherwise in a separate contract with Us.

  • Not use the Services to circumvent the intended features, functionality or limitations of the Services or to divert Our Services from their intended purposes as set forth in this Agreement.

  • Not interfere with or circumvent mechanisms in the Services intended to monitor Your use of Our Services or to limit such use, except as provided for in Section 6 (Your User Data) of these Terms of Use.

  • Not infringe the rights of third parties, including but not limited to intellectual property rights or privacy. You shall only use Prompts to which You own all required rights under applicable law and to do so in a manner that is consistent with the applicable law.

  • Not use the Services in a manner in which, in UltraSmart AI AI’s opinion, would affect UltraSmart AI’s reputation or goodwill or any of its trademarks.

• Your User Data. You must:

  • Not represent that the Output was generated by a human when it was generated by Our Services.

  • Not use the Output if You are aware that it infringes the rights of third parties, including but not limited to intellectual property rights.

  • Comply with the applicable data protection laws if You use Personal Data as part of Your User Data.

• Not compromising the security of Our Services.You must:

  • Not interfere with, circumvent or bypass mechanisms in the Services intended to ensure the security of our Services.

  • Not attempt to or engage in any activities that could compromise the security, moderation or proper functioning of the Services. Specifically, the Customer shall refrain from any attempt to inject malicious Prompts or carry-out Prompt injection attacks with the intent of manipulating the behavior of the Model,

  • Not attempt to or take any actions that may result in unauthorized access, interference or disruption of the Services' operation.

  • Not disable, overly burden, impair or otherwise interfere with servers or networks connected with Our Services.

  • Not disseminate data that would diminish, disorganize, slow down or interrupt the normal functioning of Our Services.

  • Not use, store, transmit or disseminate data that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data.

  • Not perform any vulnerability, penetration or similar testing of Our Services.

• Not infringing UltraSmart AI’s Intellectual Property.Subject to applicable law, You must:

  • Not remove or otherwise obscure any copyright or proprietary notices on the Services, including but not limited to Our brands, trademarks or any other copyright notice.

  • Not bypass, attempt to bypass, alter, disable or in any way interfere with the digital rights management measures that may be integrated to the Services. You acknowledge that these protection mechanisms are essential for safeguarding the intellectual property and security of the Services.

  • Not incorporate Our Services into Your products and/or services, unless otherwise stated.

  • Not extract, by permanent or temporary transfer, all or part of the contents of Our Services, by any means and under any form whatsoever, including by scraping, except as otherwise authorized under the terms of this Agreement.

  • Not merge or combine the Services with any software, programme or technology, except as otherwise authorized under the terms of this Agreement..

  • Not copy, reproduce, transcode, adapt, translate, arrange, modify or create any derivative works of the Services except as expressly authorized by applicable law.

  • Not seek to reverse engineer or reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to Us).

  • Not grant a license, sub-licence or access to or sell, lend, lease or distribute, in any form whatsoever, the Services to third parties without the prior written authorization of UltraSmart AI.

  • Not make the Services accessible to third parties, unless otherwise stated.

  • Not use Outputs to reverse-engineer Our Services.

Third parties. You shall not encourage or assist any other User or third party in doing anything that is strictly prohibited under this Agreement.

Obligations specific to Professional Users. When using the Services, You must:

• Comply with the Applicable Data Protection Law. In particular, the Professional User, as Data Controller, is responsible for:
  • Providing any person whose Personal Data is processed by the Professional User with the information required under the Applicable Data Protection Law, including the information required by Article 13 and 14 of the GDPR,
  • Ensuring that the Professional User and/or Authorized Users have obtained all the necessary consents and authorizations with respect to the Applicable Data Protection Law to process Personal Data when using the Services, including but not limited to any consent related to the User Data, and
  • Providing the Authorized Users with any guidance relating to the processing of Personal Data when using the Services.
• Provide a disclaimer to any individual accessing an Output or using the Services. Such disclaimer should highlight the potential inaccuracies and unpredictabilities in the Outputs and encourage individuals to check important information,
• Document the use of the Services as deployer of the Models, to the extent that such documentation is required by the applicable law, including but not limited to (i) the Professional User's use case, (ii) the transparency measures implemented by the Customer, (iii) the evaluation process of the Services, (iv) an assessment of the risks of the Services in relation to the use-case and steps taken to mitigate those risks and (v) post-deployment monitoring and safeguards;
• Supervise the Authorized Users' use of the Services. To this end, the Professional User agrees that the Professional User is solely responsible for:
  • Ensuring that all individual users, including the Authorized Users, are contractually bound to terms and conditions with the Professional User that are as protective of
  • UltraSmart AI's rights as outlined in this Agreement,
  • Informing the Authorized Users about the proper use of the Services, including the guidelines, restrictions and usage limitations, and
  • Providing adequate training and educational resources to the Authorized Users, ensuring their understanding of the Services proper and responsible use, as well as compliance with the specified terms.

9. Our obligations

General obligations. Subject to Your compliance with this Agreement and to the applicable Terms of Service, UltraSmart AI will use commercially reasonable efforts to make the Services accessible 24 hours a day, 7 days a week. However, UltraSmart AI reserves the right to suspend the availability of all or part of the Services (a) in case of a Force Majeure Event (as defined in Section 14 of these Terms of Use), (b) for maintenance purposes, including but not limited to, to fix anomalies, bugs or errors, to launch new or improved features or Services, or to address immediate security concerns. Unless otherwise stated, UltraSmart AI is not under an absolute obligation of any kind. UltraSmart AI shall not be held responsible for any disruptions, interruptions and/or anomalies that are not of its making and that affect, for example, transmissions via the Internet network and more generally via the communication network, whatever the extent and duration. UltraSmart AI reserves the right to make available a new Model, discontinue the availability of a Model, or change the performances of a Model, without prior notice to Customers, even if UltraSmart AI will do its best efforts to warn Customers in advance in case of discontinuation of a Model.

Security. UltraSmart AI will use commercially reasonable efforts to implement and maintain reasonable security measures to prevent unauthorized access to the Services, as well as fraudulent destruction, loss, or alteration of data. These security measures may include, but are not limited to, the use of firewalls, encryption, strict access controls, regular backups, and security protocols compliant with good industry standards.

Illicit content. You have the availability to report to UltraSmart AI any Output and/or User Data that (a) incites hate, violence, or discrimination against individuals based on their origin, ethnicity, religion, gender, sexual orientation, etc. (b) glorifies sexual harassment, (c) violates human dignity (e.g., human trafficking or pimping), (d) glorifies crimes against humanity or denying their existence, (e) incites terrorism, (f) glorifies very serious crimes against individuals (e.g., murder or sexual assault) (g) glorifies crimes involving theft, extortion, or material damage posing a danger to individuals (h) are of a pedophilic nature (i) are dangerous for minors. You can report such content by using the report feature on the Platform and/or by sending an email atcontact@us.inc. You grant Us the right to access the reported content to improve Our Services (e.g. to help Us make sure that the Model does not generate illicit content). This right is granted worldwide and for the duration of the intellectual property rights under applicable law. You must delete such content using the applicable feature on the Platform.

10. Intellectual Property

10.1. License to use the Services

Right to use. UltraSmart AI grants You a worldwide, revocable, non-exclusive, non-sublicensable, non-transferable right to use the Services for the term of this Agreement, in compliance with this Agreement and the applicable law. This right to use the Services is subject to the restrictions set out (a) in the Terms of Service and (b) in Section 8 (Your Obligations) of these Terms of Use.

UltraSmart AI Intellectual Property. UltraSmart AI has and retains all right, title and interest, including all intellectual property rights, in and to the Platform and/or the Free Services, including but not limited to the Model(s). No rights are granted to You, except as expressly set forth in this Agreement. All rights and licenses granted under this Agreement shall terminate when the applicable Agreement and/or the applicable Terms of Service terminates.

10.2. Intellectual property

Your intellectual property. You remain the sole owner of all right, title and interest, including all intellectual property rights in and to Your User Data.

UltraSmart AI’s Intellectual Property.UltraSmart AI remains the sole owner of all right, title and interest, including all intellectual property rights in and to UltraSmart AI’s Intellectual Property, including but not limited to the Model(s), the Documentation and the Services. The Services are made available on a limited access basis, and no ownership right is conveyed to the Customer, irrespective of the use of terms such as “purchase” or “Subscription”. Any representation or reproduction, in whole or in part, of the Services, by any process whatsoever, without UltraSmart AI’s prior express authorisation, is strictly prohibited and will constitute an infringement punishable by the provisions of the applicable law.

11. Warranties and indemnification

11.1. UltraSmart AI warranties

Services provided "as is". The Services are provided to You "as is". To the extent permitted by applicable law, UltraSmart AI makes no representations or warranties regarding the accuracy, reliability, or completeness of the Services or their suitability for Your specific requirements or use-case. Without limiting UltraSmart AI's express obligations under this Agreement, UltraSmart AI does not warrant that Your use of the Services will increase Your revenues, be error-free, uninterrupted or that UltraSmart AI will review Your User Data for accuracy. You acknowledge and agree that any use of the Services is at Your own risk, and UltraSmart AI shall not be liable for any Losses arising from Your misuse, unauthorized or unlawful to use the ServicesPlatform and/or the Free Services, or from the non- suitability of the ServicesPlatform and/or the Free Services to Your specific requirements or use-case, including but not limited to direct, indirect, incidental, consequential, or punitive damages.

UltraSmart AI Warranties. UltraSmart AI warrants that:

• The Services comply with the Applicable Data Protection Law, and
• UltraSmart AI has the rights to all the intellectual property made accessible to You in the context of this Agreement.

11.2. The Customer's warranties

You represent and warrant that:

• You have the authority to enter into this Agreement,
• You will use the Services in accordance with the applicable laws and regulations and this Agreement and that the Customer will not use the Services to commit illegal acts, including in particular to harm third parties, and
• You have obtained all necessary intellectual property rights, including but not limited to, copyrights, patents, trademarks, and trade secrets, or have been granted the appropriate licenses, permissions, and consents to use and provide the Prompts and User Input Data for the purpose of using Our Services and to give us the license set forth in Section 7 of these Terms of Use.

11.3. Indemnification

Indemnification by UltraSmart AI. UltraSmart AI shall indemnify, defend, and hold the Customer harmless against any liabilities, damages and costs (including reasonable attorneys' fees) payable to a third party arising out of a third party claim alleging that the Services infringe any third party intellectual property right. UltraSmart AI shall not indemnify the Customer for any claim arising from or related to:

• The combination of the Services with Customer or third-party software (including but not limited to the Customer Application), hardware or any other equipment not provided by UltraSmart AI,
• Modification of the Services by You or any party other than UltraSmart AI, including but not limited to any fine-tuning of Our Models by You or any third-party
• The Customer's User Data,
• The Customer's modification of the Outputs,
• The Customer's breach of this Agreement, or
• The Customer's failure to comply with the applicable laws and regulations.

To the extent permitted by applicable law, the liability cap set out in Section (Liability) of these Terms of Use shall apply to the indemnification obligations under this Section.

Indemnification by the Customer. The Customer agrees to indemnify, defend, and hold UltraSmart AI and its affiliates and licensors harmless against any liabilities, damages, and costs (including reasonable attorneys' fees) payable to a third party arising out of a third party claim related to (a) the use of the Services in violation of this Agreement, (b) the Customer Application (if any), or (c) the User Data. Nothing in this Agreement should limit the Customer's obligation to indemnify UltraSmart AI of such a claim in case of unauthorized use of the Services by the Customer or the Authorized User.

Indemnification Procedure. The indemnification obligations this section of these Terms of Service are subject to the indemnifying Party (a) receiving a prompt written notice of such claim ; (b) being granted the exclusive right to control and direct (including the authority to elect legal counsel) the investigation, defense or settlement strategy of such claim and (c) benefitting from all reasonable necessary cooperation and assistance, including access to the relevant information, by the indemnified Party at the indemnifying Party's expense. UltraSmart AI shall consult Customer before entering into any settlement or compromise of any claim, and shall take into account all reasonable comments from Customer.

Remedies. The remedies in this section are the sole and exclusive remedies for any third-party claim that the Services, the Customer Application or the User Data infringe intellectual property rights.

12. Liability

12.1. Disclaimer

Disclaimer. To the extent permitted by applicable law, UltraSmart AI will not be liable:

• In case of a Force Majeure Event (as defined in Section 14 of these Terms of Use),
• In case of temporary unavailability of the Services (a) for maintenance purposes, including but not limited to, to fix anomalies, bugs or errors, to launch new or improved features or Services, or to address immediate security concerns, or (b) in case We suspended Your Account,
• In relation to third-party content or websites linked or referred to on the Platform,
• For any cause not attributable to UltraSmart AI,
• For Your use of Your User Data,
• When You share Your Conversations with third-parties,
• For your breach of this Agreement,
• For the performance of the Model and/or any modified, customized or fine-tuned version of the Model in case You or any third-party customized, fine-tuned or otherwise modified the Model,
• In case Your Output is similar or identical to another User’s Outputs,
• For any loss of profits, income, revenue, business opportunities, loss or corruption of data or information,
• For any failure to realize expected revenues or savings, loss or damage to goodwill, pure economic loss or other economic or pecuniary loss (regardless of whether any of these type of loss or damage are direct, indirect, special or consequential), or
• For any indirect, special, incidental, punitive, exemplary, incidental or consequential damages of any kind, even if informed of the possibility of such damages in advance.

12.2. Limitation of liability

Liability Cap for Free Services. To the extent permitted by law and subject to the applicable Terms of Service, in no event will Our total aggregate liability in connection with or under the Free Services, or Your use of or inability to use the Free services, exceed 100 euros.

Liability Cap for Paid Services. To the extent permitted by law, the total aggregate liability of UltraSmart AI AI in respect of any Losses incurred by the Customer under or in relation to this Agreement will not exceed, in the aggregate, the lower of (i) the amount of the Fees paid or payable by the Customer in the twelve (12) calendar months preceding the date on which the first such event or events occurred or (ii) 10.000 euros.

Multiple claims. The existence of one or more claims under this Agreement will not increase the above mentioned liability caps. You agree that any Losses or claim You may have under this Agreement can only be recovered once and any such claim will exhaust all and any other claims that might otherwise arise against UltraSmart AI in relation to which the Customer has been compensated or otherwise reimbursed.

Legal action. You agree that the limitations specified in this section apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise.

13. Term, suspension and termination

13.1. Duration

This Agreement will commence on the Effective Date and continue for an indefinite period of time, until terminated by either Party.

13.2. Suspension of Your Account

Suspension. We reserve the right to suspend Your Account and/or Your access to all or part of the Services in case of:

• Your breach or Your Authorized User’s breach of this Agreement,

• Late payment or non-payment of the applicable fees (if any),

• Immediate security concerns.

Notification. We will notify You of the suspension and the reasons for such suspension seven (7) days prior to the suspension taking effect, except in the event of a serious breach by You of this Agreement or an immediate security concern, in which case the suspension will take effect with shorter notice.

Effects of the suspension. During the suspension, all rights and permissions granted to You under this Agreement will be suspended and You will not be able to access or use Our Services. If You are a Professional Customer, we may suspend every Account attached to Your Organization.

Remediation. You shall have a period of thirty (30) days to remedy the breach notified by UltraSmart AI and to notify UltraSmart AI accordingly. Failing that, UltraSmart AI reserves the right to terminate this Agreement for cause immediately, without further notice. Termination will be effective at the end of this thirty (30) days period.

13.3. Termination

Termination for convenience. You may terminate this Agreement at any time by sending an email tocontact@us.inc.

• If You subscribed to Free Services: termination shall become effective immediately.
• If You subscribed to Paid Services: termination shall become effective at the end of the then-current Billing Cycle. Upon any such termination (i) You will not be entitled to a refund of any pre-paid Fees and (ii) if You have not already paid all applicable Fees for the then-current Billing Cycle, any such Fees that are outstanding will become immediately due and payable.

Termination for cause. Either Party may terminate this Agreement if the other Party fails to cure a material breach of this Agreement and/or any relevant Purchase Order within thirty (30) days after notice of such breach, provided that such breach is remediable. For illustrative purposes, any of the following breaches by either Party shall be considered a material breach of this Agreement (a) any unauthorized use of the Services and/or, (b) failure to pay any amounts due under this Agreement.

Effects of termination. Upon termination or expiration of this Agreement, (i) You will no longer have access to the Services, (ii) You must pay any outstanding Fees to UltraSmart AI. Termination or expiry of this Agreement, for any reason whatsoever, shall not entitle You to a refund of any previously paid Fees or charges for the Services, unless expressly agreed upon by both Parties in writing. Termination or expiry of this Agreement will not automatically result in the deletion of Your Account or the Authorized Users' Accounts. Subject to having paid any outstanding amounts to UltraSmart AI, You may delete Your Account after the termination of this Agreement, by using the applicable feature on the Platform.

Survival. All payment obligations incurred during the term of this Agreement and the following Sections shall survive the expiration or termination of these Terms of Use: Section 12 (Liability), Section 10 (Intellectual Property), Section 13 (Term, Suspension, Termination), Section 18 (Dispute resolutions and applicable law).

14. Personal Data

14.1. UltraSmart AI Data Controller

UltraSmart AI processes Your Personal Data as Data Controller for the purposes of (a) providing the Services (b) commercially managing this Agreement, (c) billing and (d) marketing operations. If You want to know more about the way We process Your Personal Data and how you can exercise Your rights, please refer to ourPrivacy Policy.

14.1. UltraSmart AI Data Processor

UltraSmart AI may process Personal Data on behalf of the Professional Customer, as Data Processor. In such the latter case, the [UltraSmart AI Data Processing Agreement] shall apply between the Parties.

15. Provisions that only apply to Consumers

Scope. This section applies to any Customer who is acting for purposes which are outside their trade, business, craft or profession (the "Consumer"). In case of any discrepancies between the rest of this Agreement and this Section, this Section will prevail.

15.1. Right of withdrawal ("Droit de rétractation")

By accepting these Terms of Use and utilizing the Paid Services:

• The Consumer acknowledges that the Paid Services will be provided before the expiration of the withdrawal period of fourteen (14) days from the Consumer's acceptance of this Agreement, and
• The Consumer expressly waives its right of withdrawal.

UltraSmart AI will send to the Consumer a confirmation of the Consumer's waiver of its right of withdrawal along with the confirmation of the Consumer's Subscription under Section 4.3. (Subscription to the Services) of these Terms of Use.

15.2. Legal warranties

Along with any commercial warranty provided to the Consumer under this Agreement, the Consumer also benefits from the legal warranty of compliance in the conditions set forth in Exhibit 1 of these Terms of Use.

15.3 Upgrades

Upgrades necessary to maintain the compliance of the Services. UltraSmart AI will inform the Consumer of any Upgrades necessary to maintain the compliance of the Services during the Subscription Period. UltraSmart AI will notify the Consumer of the availability of Upgrades and the consequences of their non-installation for the Consumer. UltraSmart AI shall not be held liable for any non-compliance related issues when the Consumer fails to install, within a reasonable timeframe, the necessary Upgrades to maintain the Services' compliance.

Upgrades not necessary to maintain the compliance of the Services. UltraSmart AI may propose Upgrades that are not necessary to maintain the compliance of the Services. In such cases, UltraSmart AI will inform the Consumer in advance and through a durable medium about the planned Upgrades and their implementation date. Any Upgrades performed will be conducted without additional costs to the Consumer. The Consumer may refuse the aforementioned Upgrade. In this event, the Consumer has the right to terminate this Agreement without charges (unless the Upgrade has minor implications for the Consumer or if, without this Upgrade, the Services remain compliant).

16. Changes to these Terms of Use

Non-substantial modifications. We reserve the right to modify these Terms of Use at any time.

Substantial modification. In the event of any substantial modifications to these Terms of Use, we will notify You of such modifications no later than thirty (30) days prior to the effective date of such modifications at the email address You provided upon registration. If You do not agree with such substantial modifications, You may terminate this Service Agreement in compliance with Section 13 (Term, Suspension and Termination) of these Terms of Use.

17. General provisions

Non waiver. The fact that either of the Parties does not claim application of any clause whatever of this Agreement or condones its non-performance, shall not be construed as a waiver by that Party to the rights stemming for it from said clause. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

Severance. If a court or any other competent authority finds any provision of this Agreement (or part of any provision) to be invalid, illegal or unenforceable, that provision or part provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected. If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

No-partnership. Nothing in this Agreement is intended to, or shall be deemed to constitute a partnership or joint venture of any kind between any of the Parties, nor constitute any Party the agent of another Party for any purpose. No Party shall have authority to act as agent for, or to bind, the other party in any way. Neither the User nor UltraSmart AI AI will suggest or claim any sponsorship, endorsement or affiliation with the other party, unless such a relationship is governed by a separate agreement.

Entire Agreement. This Agreement is the entire agreement between the Parties relating to the Services, and any other subject matter covered by this Agreement and supersedes all prior or contemporaneous oral or written communications, proposals and representations between the Parties, with respect to the Services or any other subject matter covered by the Agreement.

Force Majeure. Neither Party will be liable to the other for any delay or failure to perform any obligation under these Terms if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency (the “Force Majeure Event”).

18. Dispute resolution and applicable law

18.1. Applicable Law

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of France.

18.2. Dispute resolution

18.2.1. Amicable resolution

General principle. In the event of any controversy or claim arising out of or relating to this Agreement, the Parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both Parties.

You are a Consumer. Where the User is located within the European Union, the User may contact:

• Our mediation service, the CMAP, by mail at Centre de Médiation et d'Arbitrage de Paris, 39 avenue Franklin D. Roosevelt, 75008 PARIS or by email atcmap@cmap.fr.
• Or the european platform for the online settlement of disputes accessible at the following address:https://ec.europa.eu/consumers/odr/main/index.cfm?e

Our mediation service, the CMAP, by mail at Centre de Médiation et d'Arbitrage de Paris, 39 avenue Franklin D. Roosevelt, 75008 PARIS or by email atcmap@cmap.fr. Or the european platform for the online settlement of disputes accessible at the following address:https://ec.europa.eu/consumers/odr/main/index.cfm?event=main.home2.show&lng=FR

You agree that the mediation process is not mandatory and that Either Party may withdraw from such mediation process at any time.

• Where the User is not located within the European Union, the User may contact UltraSmart AI directly atcontact@us.inc.

You are a business. If the Parties do not reach settlement within a period of sixty (60) days, either Party may escalate the controversy or to the senior executives or both Parties (the “Executives”). The Executives shall then promptly engage in discussions and negotiations to seek a mutually agreeable resolution in the best interest of both Parties.

18.2.2. Competent jurisdiction

General Principle. If the Parties do not reach an amicable settlement, each Party may pursue relief as may be available under this Agreement. All negotiations pursuant to this section will be considered confidential information and shall not be shared with any third parties without the disclosing Party’s prior written consent even after the termination and/or expiration of this Agreement.

Where the User is located in France, the Parties agree that the courts of Paris, France shall have exclusive jurisdiction over any disputes arising out of or in connection with this Agreement or its subject matter or formation.

Where the User is not located in France, all disputes arising out of or in connection with this Agreement or its subject matter or formation shall be finally settled under the rules of arbitration of the international chamber of commerce (the “ICC”) by one arbitrator appointed in accordance with the said rules. The arbitration proceedings shall take place exclusively at the ICC headquarters in Paris, France. The appointed arbitrator shall adjudicate the dispute in accordance with the applicable law.

EXHIBIT 1 - Legal warranty applicable to french customers acting as ConsumersLe consommateur a droit à la mise en œuvre de la garantie légale de conformité en cas d'apparition d'un défaut de conformité durant la période de la fourniture du contenu numérique ou du service numérique. Durant ce délai, le consommateur n'est tenu d'établir que l'existence du défaut de conformité et non la date d'apparition de celui-ci. La garantie légale de conformité emporte obligation de fournir toutes les mises à jour nécessaires au maintien de la conformité du contenu numérique ou du service numérique durant la durée d'enregistrement du compte du consommateur sur la plateforme. La garantie légale de conformité donne au consommateur droit à la mise en conformité du contenu numérique ou du service numérique sans retard injustifié suivant sa demande, sans frais et sans inconvénient majeur pour lui. Le consommateur peut obtenir une réduction du prix en conservant le contenu numérique ou le service numérique, ou il peut mettre fin au contrat en se faisant rembourser intégralement contre renoncement au contenu numérique ou au service numérique, si : 1° Le professionnel refuse de mettre le contenu numérique ou le service numérique en conformité ; 2° La mise en conformité du contenu numérique ou du service numérique est retardée de manière injustifiée ; 3° La mise en conformité du contenu numérique ou du service numérique ne peut intervenir sans frais imposés au consommateur ; 4° La mise en conformité du contenu numérique ou du service numérique occasionne un inconvénient majeur pour le consommateur ; 5° La non-conformité du contenu numérique ou du service numérique persiste en dépit de la tentative de mise en conformité du professionnel restée infructueuse. Le consommateur a également droit à une réduction du prix ou à la résolution du contrat lorsque le défaut de conformité est si grave qu'il justifie que la réduction du prix ou la résolution du contrat soit immédiate. Le consommateur n'est alors pas tenu de demander la mise en conformité du contenu numérique ou du service numérique au préalable. Dans les cas où le défaut de conformité est mineur, le consommateur n'a droit à l'annulation du contrat que si le contrat ne prévoit pas le paiement d'un prix. Toute période d'indisponibilité du contenu numérique ou du service numérique en vue de sa remise en conformité suspend la garantie qui restait à courir jusqu'à la fourniture du contenu numérique ou du service numérique de nouveau conforme. Ces droits résultent de l'application des articles L. 224-25-1 à L. 224-25-31 du code de la consommation. Le professionnel qui fait obstacle de mauvaise foi à la mise en œuvre de la garantie légale de conformité encourt une amende civile d'un montant maximal de 300 000 euros, qui peut être porté jusqu'à 10 % du chiffre d'affaires moyen annuel (article L. 242-18-1 du code de la consommation). Le consommateur bénéficie également de la garantie légale des vices cachés en application des articles 1641 à 1649 du code civil, pendant une durée de deux ans à compter de la découverte du défaut. Cette garantie donne droit à une réduction de prix si le contenu numérique ou le service numérique est conservé, ou à un remboursement intégral contre renonciation au contenu numérique ou au service numérique.

Terms of service API

Preamble

UltraSmart AI provides a set of APIs that allows its users to use UltraSmart AI AI’s artificial intelligence models for text or code generation purposes, and to fine-tune such models, alongside with a range of complementary services (the “API Services”).

These terms of service (the "API Terms of Service") are entered into by and between UltraSmart AI and the Customer.

These API Terms of Services apply Agreement apply to any subscription, access or use of the API Services by the Customer.

These API Terms of Service are effective as of the Effective Date and shall continue for an indefinite period of time, until terminated by one of the Parties (the "Subscription Term").

1. Definitions

Definitions provided in this document. The capitalized words in this document shall have the meaning set forth below:

• “Agent”: means a conversational AI model customized by You through the Agent Builder functionality of the Platform.

• “Agent Builder”: means the feature on the Platform that allows Customer to create and share an Agent within Customer's Workspace.

• “API”: means UltraSmart AI’s application programming interface that allows the Customer to use the Model(s). This definition includes (a) the standard API that allows You to access and use Our text-generating Models that is available atapi.UltraSmart AI.ai (the "Standard API"), (b) the API that allows You to access and use Our code-generating Models that is available atcodestral.UltraSmart AI.ai("Codestral"), and (c) the API that allows You to Fine-Tune Models (the "Fine-Tuning API").

• “API Key”: means the unique authentication code provided by UltraSmart AI to the Customer allowing the Customer to access and use the API.

• “API Services”: means the services provided by UltraSmart AI to the Customer under these Terms of Service, including but not limited to the API.

• “Effective Date”: means the earlier of (i) the date the Customer first uses the API Services or (ii) the date the Customer accepts these Terms of Service.

• “End-Users”: means any person who uses the Customer Application.

• "Fine-Tuned Model": means any Model that has been Fine-Tuned using the Fine-Tuning API.

• "Fine-Tuning" or "Fine-Tune" or "Fine-Tuned": means the technical process of adjusting or modifying a Model in order to improve its performance, accuracy, or efficiency.

• "Subscription Term": means the term of these API Terms of Service.

• "Third-Party Service": means a service provided by a third-party through an integration on the Platform.

Definitions provided in theTerms of Use.Any capitalized words that are not defined in these Terms of Services shall have the meaning given in the Terms of Use.

2. Purpose and scope

Purpose. These API Terms of Service sets forth the rights and responsibilities of UltraSmart AI and the Customer in connection with the subscription to and/or use of the API Services.

Contractual documents. The use of the API Services is subject to the following documents, listed in order of precedence (a) any current or future Purchase Orders, (b) these API Terms of Service, (c) the Data Processing Agreement (unless the Customer acts as a Consumer), (d) where applicable the master services agreement and (e) all material referred or linked to in the above mentioned documents as may be amended from time to time and all such documents are incorporated by this reference.

Hierarchy. In case of any conflict or discrepancies between these contractual documents, the terms of the Purchase Order will prevail.

3. Acceptance

Any access, use or Subscription to the API Services implies Your unreserved agreement to these API Terms of Services. By clicking on "I agree" (or any similar button or checkbox on the Platform) at the time You Subscribe to the API Services or by signing a Purchase Order, You expressly agree to be bound by this Agreement.

4. The API Services

4.1. The API

4.1.1. Terms applicable to any API

Provision of the API. During the Subscription Term and subject to the Customer’s compliance with this Agreement, UltraSmart AI will make the API available to the Customer under the terms and conditions set forth in this Agreement.

License. UltraSmart AI grants to the Customer a worldwide, revocable, non-exclusive, non-sublicensable, non-transferable right to use the API Services for the Subscription Term, for the purpose of (i) incorporating the API into its products and services or (ii) using the API for its own internal business needs, in compliance with this Agreement and the applicable law. The right to use the Services includes the right to allow (i) the Authorized Users to use the API Services and (ii) the End Users to use the API through the Customer Application.

Restrictions. For the avoidance of any doubt, the Customer’s right to use the API Services is subject to Section 8 (Your Obligations) of the Terms of Use.

API Key. Once the Customer has subscribed to the Services, UltraSmart AI will provide the Customer with an API Key. The Customer shall set-up and use the API Key in compliance with the associated Documentation to be able to use the API. The Customer acknowledges and agrees that the API Key is confidential information. Consequently, the Customer shall not share the API Key with any third party without UltraSmart AI AI’s prior written consent. At the expiration of this Agreement for any reason whatsoever, the Customer agrees to delete the API Key. Any unauthorized disclosure of the API Key by the Customer will constitute a material breach of this Agreement.

API call limitations. The volume of API calls made by the Customer within a specific period may be subject to limitation at the sole discretion of UltraSmart AI. Such limitations could be influenced by factors including the expected usage volume associated with the Customer Application.

Third-Party Services (Integrations). Our APIs are compatible with the Third-Party Services listed on the Platform. To use a Third-Party Service on our Platform, You must (a) create an account on the Third-Party Service and (b) connect such an account to the Platform by following the instructions given on the Platform. You acknowledge that UltraSmart AI AI does not provide the Third-Party Service and therefore cannot be held liable under any circumstances for any loss, damage, or claim arising out of or in relation with Your use of a Third-Party Service, including when such use occurs on the Platform.

4.1.1. Terms applicable to the Fine-Tuning API

Fine-Tuning API. Our Fine-Tuning API allows You to Fine-Tune the compatible Models provided by UltraSmart AI. The list of the compatible Models is provided on the Platform. To use the Fine-Tuning API, You must:

• Prepare Your User Input Data,
• Upload Your User Input Data on the Platform,
• Follow the instructions on the Platform,
• Review the Fine-Tuning of the Model on the Platform.

Fine-Tuned Model. Upon completion of the Fine-Tuning process, You will be granted access to use the Fine-Tuned Model directly on Our Platform for the duration of this Agreement. You will have no rights in the Fine-Tuned Model after the expiration or termination of this Agreement. We will not use the Fine-Tuned Model, except to make it available to You for the purpose of providing You with the Services.

Deletion of the Fine-Tuned Model. You may delete the Fine-Tuned Model from the Platform at any time. Following the expiration or termination of this Agreement, We will retain the Fine-Tuned Model for a period of one (1) year, to allow You to use such Fine-Tuned Model again in case You re-subscribe to Our Fine-Tuning API. Notwithstanding the foregoing, You may request that We delete the Fine-Tuned Model prior to the expiration of the one (1) year retention period by submitting a written request via Our Ticketing Platform. We will use commercially reasonable efforts to delete the Fine-Tuned Model within thirty (30) days of receiving such request.

Confidentiality of the Fine-Tuned Model. The Fine-Tuned Model shall remain confidential and UltraSmart AI shall not disclose or distribute the Fine-Tuned Model to any third party except under Your directive and for authorized transfer to authorized UltraSmart AI cloud provider distributors.

Your responsibility. You are solely responsible for the Fine-Tuning of the Model and for Your User Input Data. You acknowledge that UltraSmart AI cannot be held responsible for the performance of the Fine-Tuned Model, including for the Outputs generated by such Fine-Tuned Model.

Limited Assistance. Upon Your written and express request and subject to UltraSmart AI's prior approval, UltraSmart AI may provide You with guidance on how to improve User Input Data to make the Fine-Tuning process more efficient, subject to Your prior express agreement on UltraSmart AI having an access to the User Input Data for these purposes only.

4.2. Your User Data

4.2.1. The Standard API

How we use Your User Data: On Our Standard API, we only use Your User Data:

• To provide the Services (e.g. to generate outputs based on Your Prompts), and
• To monitor abuse (meaning, to monitor any breach by You of the Agreement). To this end, we retain Your Prompts and Outputs for a period of thirty (30) days. We do not use Your User Data to train or improve our Models.

Zero data retention. Customers with legitimate reasons may request zero data retention from UltraSmart AI AI. With this option, Your Prompts and Outputs are only processed for the duration necessary to generate the Output and are not retained for any longer period. For clarity, when this option is activated, Your User Data is not stored for abuse monitoring purposes. To request zero data retention, You must submit Your request via the Help section of Your Account and provide legitimate reasons for Your request. UltraSmart AI will review Your request and, at its sole discretion, may approve or deny Your request. If approved, UltraSmart AI will implement the zero data retention option for Your Account and notify You when the process is complete. If denied, UltraSmart AI will notify You.

4.2.2. Codestral

How we use Your User Data: On Codestral we use Your User Data:

• To provide the Services (e.g. to generate outputs based on Your Prompts),
• To monitor abuse (meaning, to monitor any breach by You of the Agreement). To this end, we retain Your Prompts and Outputs for a period of thirty (30) days.
• To improve the training of Our Models, unless You use the Paid version of Codestral and You opt-out of the UltraSmart AI Training Data. You can opt-out of the UltraSmart AI Training Data by making a request on our Support Chatbot directly available on Our Platform. Please note that in that case, Your opt-out will only be effective for future Prompts and Outputs.

4.2.3. The Fine-Tuning API

How we use Your User Data: On the Fine-Tuning API:We use Your User Data to provide the Services (e.g. we use Your User Input Data to Fine-Tune the Model and, subject to your express agreement, to provide You with limited assistance in accordance with Section 4.1.2. Of these API Terms of Service). We do not use Your User Data, including Your User Input Data, to train or improve Our Models.

4.3. The Agent Builder

Agent creation. You may create an Agent either through Our Fine-tuning API or through the Agent Builder feature on the Platform, by following the instructions given on the Platform.

Agent sharing. Subject to Your Subscription Plan, You may make Your Agent available to other Authorized Users of Your Workspace through Our API or on Platform. Any use of Your Agent via Platform will be governed by the Chat Terms of Service. By default, all Agents created by You will be shared within Your Workspace. You are solely responsible for setting permissions if You wish to restrict access to the Agent to specific Authorized Users. Authorized Users will be able to interact with Your Agent by tagging such Agent in their Prompts (for instance: "@Agent what is the capital of France ?").

Agent ownership. You will have no rights in the Agent after the expiration or termination of this Agreement. We will not use the Agent, except to make it available to You for the purpose of providing You with Our Services. To this end, You grant Us a non-exclusive, worldwide, royalty-free license to use and display the Agent solely for the purpose of making the Agent available to You through Our Services, for the duration of this Agreement. For clarity, We will not use Your Agent for any other purpose and will not make the Agent available to any other Customer or third-party.

Your responsibility. You are solely responsible for the creation and the performance of Your Agent. In particular, You are responsible for:

• Your User Data: ensuring that You have all the applicable rights or authorizations to use Your Input Data, including but not limited to any data You use to create or customize Your Agent.
• Naming Your Agent. You must ensure that the name of Your Agent does not violate the rights of third-parties and complies with all applicable laws.

Deletion of the Agent. You may delete the Agent from the Platform at any time. Following the expiration or termination of this Agreement, We will retain the Agent for a period of thirty (30) days, to allow You to use such Agent again in case You re-subscribe to Our Services. Notwithstanding the foregoing, You may request that We delete the Agent prior to the expiration of the thirty (30) days retention period by submitting a written request via Our Ticketing Platform. We will use commercially reasonable efforts to delete the Agent within ten (10) days of receiving such request.

4.4. Service level objectives

Availability. UltraSmart AI will use commercially reasonable efforts to make the API Services available to You 24 hours a day, 7 days a week. However, You acknowledge that, due to various factors, including maintenance, technical issues or unforeseen circumstances, the API Services may experience periods of downtime. In such a case, UltraSmart AI will make commercially reasonable efforts to restore the API Services promptly. You understand and agree that the occurrence of downtime, regardless of its duration, does not entitle You to a refund of any Fees paid for the API Services. You shall however note that the API Services are subject to changes, in which case UltraSmart AI will use commercially reasonable efforts to preserve backward compatibility without however guaranteeing the absence of breaking changes.

Exclusions. In any case, UltraSmart AI will not be liable for any API Services unavailability caused by:

• Factors beyond UltraSmart AI’s reasonable control, including any Force Majeure Event or Internet access issues,

• Breach of this Agreement by the Customer or the Authorized Users,

• The Customer’s non-compliance with the Documentation and/or the Customer’s unauthorized use of the API Services,

• Failure of any third party hardware, software, or technology,

• Scheduled maintenance work, provided that UltraSmart AI has duly notified the Customer of such maintenance work in advance, including changes in the API impacting the preservation of backward compatibility, or

• Suspension of the Customer’s right to use the Services under the Terms of Use.

5. Fees, payment and billing

Advance payments. UltraSmart AI reserves the right to charge the Customer for usage of the API Services in advance of the current Billing Cycle (the “Advance Payment”), subject to predefined consumption thresholds available on the Platform, as may be updated time to time by UltraSmart AI (the “Consumption Threshold”). Upon the Customer’s consumption meeting or surpassing a Consumption Threshold, UltraSmart AI reserves the right to charge one or multiple Advance Payments to the Customer corresponding to the applicable Consumption Threshold(s) until the end of the current billing Cycle, using the Customer’s chosen payment method. A notification will be sent to the Customer’s email address to inform the Customer about the advance payment and to issue the applicable invoice. At the end of each Billing Cycle, UltraSmart AI will charge the Customer for the applicable Fees, deducing the Advance Payment and will send a summary invoice to the Customer.

Billing. Billing shall occur simultaneously as payment or Advance Payment(s).

Disputed Fees. In the event that the Customer disputes any charges billed by UltraSmart AI, the Customer must inform UltraSmart AI within thirty (30) days from the invoice date to request an adjustment or credit. Should a discrepancy arise, the Customer acknowledges the obligation to settle any undisputed amounts as per the previously outlined payment terms. Both Parties commit to engaging in good faith discussions to resolve any contested charges.

6. Term and termination

Termination for convenience. The Customer may terminate this Agreement with a notice period of fifteen (15) days prior to the end of the current Billing Cycle. Upon termination, any outstanding Fees owed for the API Services used until the termination date shall be settled.

Other causes for termination. Either Party may terminate this Agreement under the conditions set forth in the Terms of Use.

Effects of termination. Upon termination or expiration of this Agreement, the Customer shall (i) cease to use the API Services, (ii) delete the API Key and (iii) pay any outstanding Fees to UltraSmart AI.

7. Changes to these API Terms of Service

Non-substantial modifications. UltraSmart AI may update these API Terms of Service at any time. Substantial modifications. In the event of any modifications to these API Terms of Service, UltraSmart AI will notify the Customer no later than thirty (30) days prior to the effective date of such modifications. If You do not agree with such substantial modifications, You may terminate this Service Agreement during the notice period in compliance with Section 13 (Term, Suspension and Termination) of the Terms of Use.

Terms of service Platform

Preamble

UltraSmart AI offers a chat interface that enables users to interact with its artificial intelligence models (including through a Customer Agent) for generating text ("Platform"), alongside with a range of services (the “Chat Services”).

These terms of service (the “Chat Terms of Service”) are entered into by UltraSmart AI and the Customer.

This Agreement applies to any Subscription, access or use of Platform Services by the Customer, including but not limited to, any use of a Customer Agent on Platform.

These Chat Terms of Service are effective as of the Effective Date and shall continue for an indefinite period of time, until terminated by one of the Parties (the “Subscription Term”).

1. Definitions

Definitions provided in this document. The capitalized words in this document shall have the meaning set forth below:

• “Agent” or “Customer Agent”: has the meaning given in Section 1(Definitions) of the API Terms of Service.

• “Chat Services”: means the services provided by UltraSmart AI to the Customer under these Chat Terms of Service, including but not limited to Platform. The Chat Services include:

  • The “Free Chat Services”: means the Chat Services provided to the Customer free of charge.

  • The “Paid Chat Services”: means the Chat Services provided to the Customer in consideration for the Fees.

• “Conversation”: means the interactive exchange between You and Platform, which includes Your Prompts and the Outputs generated by Platform in response.

• “Effective Date”: means the earlier of (i) the date the Customer first uses the Chat Services or (ii) the date the Customer accepts these Chat Terms of Service.

• “Platform”: means the chat interface available on the Platform, enabling the Customer to interact with a Model, including through a Customer Agent.

• “Shared Link”: means the hyperlink You can share with third-party to allow them to read a Conversation.

• “Subscription Term”: means the term of these Chat Terms of Service.

Definitions provided in the Terms of Use. Any capitalized words that are not defined in these Terms of Service shall have the meaning given in the Terms of Use.

2. Purpose and scope

Purpose. This Agreement sets forth the rights and responsibilities of UltraSmart AI and the Customer in connection with the Subscription to and/or use of the Chat Services.

Contractual documents. This Agreement includes (i) any current or future Purchase Order, (ii) these Chat Terms of Service, (iii) the Terms of Use, (iv) theData Processing Agreement(unless the Customer acts as a Consumer), (v) where applicable the master services agreement and (vi) all materials referred or linked to in the above mentioned documents as may be amended from time to time and all such documents are incorporated by this reference.

Hierarchy. In case of any conflict or discrepancies between these contractual documents, the terms of the higher-ranking document will prevail.

3. Acceptance

General Principle. Any access, use or Subscription to the Chat Services implies Your unreserved agreement to the Chat Terms of Service. [By clicking on “I agree” (or any similar button or checkbox on the Platform) at the time You Subscribe to the Chat Services or by signing a Purchase Order, You expressly agree to be bound by this Agreement.]

4.The Chat Services

Provision of the Chat Services. During the Subscription Term and subject to Your compliance with this Agreement, UltraSmart AI will make the Chat Services available to You under the terms and conditions set forth in this Agreement.

4.1. Platform

Platform. Platform consists of an interface available on the Platform that allows You to interact with a Model (including through a Customer Agent) to generate text Outputs. Any use of a Customer Agent through Platform is subject to compliance with these Chat Terms of Service. The Model and/or Agent You interact with is indicated on Platform. Depending on Your Subscription Plan, You may access different Models, Agents or features. The Subscription Plans and the associated Models and features are described on the Platform.

License. UltraSmart AI grants You a worldwide, revocable, non-exclusive, non-sublicensable, non-transferable right to use the Chat Services for the purpose of generating Outputs, for the Subscription Term, in compliance with this Agreement and the applicable law. This right includes the right to authorize Authorized Users to use the Model, subject to the Authorized Users’ compliance with this Agreement and the applicable law.

Restrictions. You are not allowed to integrate or combine the Chat Services with Your own services or products, to grant a sub-license to the Chat services to any third party. For the avoidance of any doubt, the Customer’s right to use the Chat Services is subject to Section (Your obligations) of the Terms of Use.

Your Prompts and Outputs. Your Prompts and Outputs history will be stored by Us in order to be displayed to You as Your Platform history. By entering into this Agreement, You authorize UltraSmart AI to use Your Prompts and Outputs to improve its Models and the Chat Services. You acknowledge that:

• If You wish to exclude Personal Data (in a clear, identifiable form) from the UltraSmart AI Training Data, where high-level information about your Prompts and Outputs may be used, You must pseudonymize Your Prompts,

• Your must not include sensitive Personal Data in Your Prompts,

• You must not include sensitive business data such as, for instance, trade-secrets, know-how, etc, in Your Prompts.

If You decide to subscribe to the Paid Chat Services, You will have the option to:

• Activate the incognito mode (“Incognito Mode”). If You activate the Incognito Mode, Your Prompts and Outputs will not be displayed in Your Platform history; and

• Opt-out of the UltraSmart AI Training Data at any time by activating the relevant option on Your Account. In such a case, UltraSmart AI will not use Your Prompts and Outputs to get high level information (e.g. language or field of the prompts) to improve future training of its Models. Please note that Your opt-out may only be effective for future Prompts and Outputs, as technical limitations inherent to the Chat Services may prevent UltraSmart AI from deleting all information previously extracted from Your Prompts and Outputs from UltraSmart AI Training Data, even if you have opted out. UltraSmart AI may also use Your Prompts and Outputs to monitor abuse as set out in Section (Your User Data) of the Terms of Use.

Shared Links. You can share a Conversation between You and Platform with a third-party (the "Recipient") by creating a unique Shared Link via the Chat Services. This Shared Link will allow the Recipient to read the Conversation You selected. The Recipient will only access the Conversation You selected, and will not access (i) Your username (unless you expressly include it in a Prompt), (ii) any addition You make to the Conversation after sharing it, or (iii) any other Conversation. You acknowledge that all individuals who have access to the Shared Link are given viewing privileges to the shared Conversation and that, as a consequence, if the Recipient shares Your Shared Link with a third-party, such third-party will be able to access Your shared Conversation. Consequently, You must ensure that the shared Conversation does not include (i) any Personal Data or (ii) any sensitive business data such as trade secrets, confidential information, etc. You are solely responsible for the sharing of Your Conversations. UltraSmart AI cannot be held responsible for any third-party access to Your shared Conversation.

How we use Your User Data. We only use Your User Data:

• To provide the Services (e.g. to generate outputs based on Your Prompts, to display Your Conversation history, etc.),
• To monitor abuse (meaning, to monitor any breach by You of the Agreement). To this end, we retain Your Prompts and Outputs for a period of thirty (30) days,
• To improve Our Models. We may use your Prompts or Outputs or information (e.g. language or topic field statistics) related to them to improve Our Models only when (a) you Use Our Chat Services and (b) You don't opt-out of the UltraSmart AI Training Data, when such option is for the Paid Chat Services.

4.2. Chat Services Availability

Availability. UltraSmart AI will use commercially reasonable efforts to make the Chat Services available to You 24 hours a day, 7 days a week. However, You acknowledge that, due to various factors, including maintenance, technical issues or unforeseen circumstances, the Chat Services may experience periods of downtime. In such a case, UltraSmart AI will make commercially reasonable efforts to restore the Chat Services promptly. You understand and agree that the occurrence of downtime, regardless of its duration, does not entitle You to a refund of any Fees paid for the Chat Services.

Exclusions. In any case, UltraSmart AI will not be liable for any Chat Services unavailability caused by:

• Factors beyond UltraSmart AI’s reasonable control, including any Force Majeure Event or Internet access issues,

• Breach of this Agreement by You or the Authorized Users,

• Your non-compliance with the Documentation and/or Your unlawful or unauthorized use of the Chat Services,

• Failure of any third party hardware, software, or technology,

• Scheduled maintenance work, provided that UltraSmart AI has duly notified You of such maintenance work in advance or

• Suspension of Your right to use the Chat Services under the Terms of Use.

4.3. Chat Moderation Policy

Platform is part of UltraSmart AI's effort to make technology more accessible and showcase how generative AI enables greater access to knowledge. We follow strong principles to ensure responsible AI development and deployment.

Our principles:

• Be neutral: we believe technology should be as neutral as possible.
• Empower people: we believe in minimizing the risk of abuse while trusting that our Users and Customers should be empowered to define and use robust controls adapted to them and their business priorities. This option is already available to Customers who subscribe to the Paid Chat Services.
• Build trust through transparency: We believe in building Services that provide everyone the right to access generative AI and in being transparent about Our Models, Our policies, and Our enforcement. We believe in the power of open source to drive greater accountability.

UltraSmart AI's Services, including Platform, should not be used to create unlawful or harmful content. By using our Services, you agree to adhere to our policies as set out in this Agreement. Violating our policies could result in action against Your Account, up to suspension or termination as set out in the Terms Of Use.

As part of UltraSmart AI's obligations to fight against online threats we continuously engage work and efforts to automatically detect the following categories of Prompts and/or Outputs, and to submit them to a range of responses:

• Preventing harm against children: UltraSmart AI does not tolerate any form of child abuse and iscommitted to prevent Our Platform to be misused to create any Output that exploits and harms children. Repeated actions to generate such Outputs may lead to Account suspension.
• Warning Users of potential harmful Prompt and Outputs: by default, we continuously engage work and efforts to automatically flag harmful content , especially:
  • Instructions that describe how to perform activities that are meant to kill or severely harm others; praising, memorializing or justifying prominent terrorist, extremist, or criminal figures in order to encourage others to carry out acts of violence; Prompts or Outputs aimed at recruiting new members to violent extremist, criminal, or terrorist organizations.
  • Generation of hateful, harassing, or violent Outputs: Outputs or activity that expresses, incites, or promotes hate based on an individual’s race, gender, ethnicity, religion, nationality, sexual orientation, disability status, or caste is strictly prohibited. any content or activity intended to harass, threaten, bully, or include violence or serious harm towards an individual or group, regardless of their affiliation; any content that promotes, glorifies, or celebrates violence, or the suffering or humiliation of others, is also not permitted; User Data that expresses, incites, or promotes harassing language towards any target.
  • Generation of Outputs that denies or minimizes well-documented, major violent events or the victimhood of such an event such as the Holocaust.
  • Generation of Outputs about activity that has high risk of physical harm, including: weapons development, military and warfare, management or operation of critical infrastructure in energy, transportation, and water, content that promotes, encourages, or depicts acts of self-harm, such as suicide, cutting, and eating disorders.
  • Generation of Outputs that ​​help recruiting people for, facilitates or exploits people,including through human trafficking or sexual services.

The Paid Chat Services allow Professional Customers to tailor their moderation features. This enables greater control over the Model's behavior as well as the ability to create individual custom Models or applications specific to an enterprise domain.

5. Changes to these Chat Terms of Service

Non-substantial modifications. UltraSmart AI may update these Chat Terms of Service at any time.

Substantial modifications. In the event of any substantial modifications to these Chat Terms of Service, UltraSmart AI will notify the Customer no later than thirty (30) days prior to the effective date of such modifications. If You do not agree with such substantial modifications, You may terminate this Service Agreement during the notice period in compliance with Section (Term, Suspension and Termination) of the Terms of Use.

Terms of Service Cloud Usage

Preamble

These Terms of Service only apply if You use Our Services through a Cloud Provider who provides Our Services in UltraSmart AI AI’s name.

Welcome to UltraSmart AI! We provide artificial intelligence models (the "Models") that allow You to submit a textual instruction (the "Prompt") and receive a result generated by a Model (the "Output"), including, depending on your subscription, via an API, alongside with a complementary support services (the Models and such support services, the "Services"). We also provide technical documentation and other material for the use of Our Models (the "Documentation"). You can integrate Our Services into Your applications or softwares (the "Customer Applications"), allowing You or Your end-users (the "End-Users") to submit Prompts and receive Outputs.

The Terms of Service. These terms of service (the “Terms of Service”) constitute a binding legal agreement between UltraSmart AI, registered with the Trade and Companies Register of Paris under number 952 418 325 and headquartered at 15 rue des Halles 75001, Paris, France ("UltraSmart AI" or "Us") and any person or entity who accesses, uses, or subscribes to Our Services through a Cloud Provider (the “Customer” or “You”). These Terms of Service govern and apply to any use by You of Our Services through a Cloud Provider. By subscribing to, accessing, or using Our Services through a Cloud Provider (as defined below), You accept and agree to be bound by these Terms of Service.

Key points. Before You read Our Terms of Service, here are some key points to understand about Our Services:

• You can use Our Models directly on the Cloud Infrastructure provided by Your Cloud Provider. We have zero access to Your Cloud Infrastructure.
• When using Our Models through a Cloud Provider, You have a contract with them and they become Your main point of contact. They handle Your subscription, contract termination, fee collection, and provide technical support. If they need Our assistance to provide You with technical support, they will reach out to Us.
• Your Cloud Provider is solely responsible for the cloud infrastructure they provide to You. This means they’re in charge of the availability and security of the Model and Your User Data. If You have any issues or questions about the cloud infrastructure, please contact them directly.
• Your Data is Yours, and only Yours. We do not access Your Models or Data (if any) stored on the cloud provider’s infrastructure. You have full control and ownership of your User Data, including Your User Input Data, Output and Prompts.
• Rest assured that We respect Your data privacy and ownership rights. We cannot access Your Data and We never use Your data for any purpose, including to train, retrain or improve Our Models.

Purpose. The purpose of these Terms of Service is to set forth the rights and responsibilities of UltraSmart AI AI and the Customer in connection with the use of the Services through a Cloud Provider.

Scope. For clarity, UltraSmart AI’s Terms of Use, API Terms of Service, Platform Terms of Service, or Data Processing Agreement do not apply to Your use of Our Services through a Cloud Provider.

1. Definitions

The capitalized words in these Terms of Service shall have the meaning set forth below:

• “Affiliate”: means any person, persons or entity which own or control, are controlled by, or are under common ownership or control with that person from time to time, where control or controlled relates to the possession, direct or indirect, of the power (whether direct or indirect) to direct or cause the direction of its management, policies or affairs, whether by means of holding shares, possessing voting power, exercising contractual powers or otherwise.

• “Applicable Data Protection Law”: means (i) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 applicable since 25 May 2018 (the "GDPR") and (ii) the data protection laws and regulations applicable in France.

• “Authorized Users": means You or Your Affiliates’ employees and/or independent contractors, allowed by You to access and use the Services, subject to the Authorized Users’ compliance with the applicable terms associated with Authorized Users in these Terms of Service.

• "Cloud Provider": means any third-party partner who distributes Our Services to You, in the name of UltraSmart AI, via their Cloud Provider Infrastructure.

• "Cloud Provider Fees": means the fees paid or payable by You to the Cloud Provider, in consideration for the Services.

• "Cloud Provider Infrastructure" or “Cloud Infrastructure”: means the infrastructure provided by a Cloud Provider and that You use to host and run the Solution.

• "Cloud Provider Terms": means the terms entered by and between You and the Cloud Provider. UltraSmart AI is not a party to the Cloud Provider Terms.

• "Confidential Information": means any and all information, in any medium, which is provided by one party to these Terms of Service ("Discloser") to the other party ("Recipient"), that is either (i) related to business practices, financial statements, financial information, pricing, customers, products, methods, know-how, techniques, processes, apparatuses, trade secrets, proprietary knowledge and employee data; or (ii) marked using a legend such as "confidential", "proprietary" or similar words, or if disclosed orally must be confirmed as such by the Discloser; or (iii) any information which the Recipient should have reasonably considered to be confidential under the circumstances surrounding disclosure. In the context of this Agreement, Confidential Information include but is not limited to the terms and conditions of the Model (including the weights), the Modified Model, the Solution, the weights of the Model or the Modified Model, any information regarding the training dataset of the Model, and any non-public information or material regarding the Solution and the associated Services.

• "Customer" or “You”: means any person who uses, accesses, browses and/or subscribes to the Services, and its Affiliates (if any).

• “Customer Application”: means the application edited and operated by You under Your sole control and responsibility, that You may connect to the Cloud Infrastructure to use Our Services.

• “Data Controller”: means the legal person who determines the means and the purposes of the processing of Personal Data.

• “Data Processor”: means the legal person that processes the Personal Data on behalf of the Data Controller and under its documented instructions.

• “Effective Date”: means the earlier of (i) the date You first use Our Services or (ii) the date You accept these Terms of Services.

• “Filters”: means the automatic mechanisms such as moderation prompts implemented by UltraSmart AI to the Models designed to screen or remove offensive, inappropriate or illicit content from the Output.

• “Losses”: means any loss, damage, liability, charge, expense, outgoing or cost of any nature or kind.

• “UltraSmart AI’s Intellectual Property”: means the Model(s), the Services, and any trade names, trademarks, logos, patents, trade secrets, know-how, designs, drawings, copyrights, engineering, photographs, samples, software, models, algorithm, image, literature, information, ideas, concepts, or improvements pertaining to the Services and other data of any kind that is protectable through copyrights, patent, trade secrets, trademarks, trade dress, service marks, or and includes any modification or enhancement of the Services.

• “Model(s)”: means (i) any version of any artificial intelligence model developed by UltraSmart AI and made accessible on the Cloud Provider Infrastructure including but not limited to the model weights (the "Weights") and (ii) the associated documentation as may be amended from time to time (the "Documentation").

• “Modified Model” or “Fine-Tuned Model”: "Modified Models" or "Fine-Tuned Models": means any modified, enhanced, fine-tuned or customized version of a Model.

• "Parties": means You and UltraSmart AI. In the singular, "Party" means one of the Parties.

• “Personal Data”: means any data related to an identified or identifiable natural person.

• “Services”: means the services provided by UltraSmart AI to You under these Terms of Service, including but not limited to the Model(s), the Documentation and any other services provided by UltraSmart AI along with any associated software or application.

• “Specific Access”: means the services consisting in making the Model available to You on a Cloud Provider Infrastructure, where You can access the Weights of the Model.

• “Technical Support”: means the service consisting in fixing the problems notified by You to the Cloud Provider, and notified by the Cloud Provider to Us, where applicable.

• “Terms of Service": means this agreement entered into by and between the Parties and governing the use of Our Services, including but not limited to the Specific Access Services.

• "User Data" or “Data”: means any of the following data:

  • "User Input Data": means any data that is used by You for the purpose of prompting, fine-tuning or customizing the Services to Your specific needs or use-case, for the duration of these Terms of Service.
  • "Outputs": means any and all content generated by the Services in response to a Prompt.
  • "Prompts": mmeans any and all instructions, queries or textual cues given by You to the Services in order to generate an Output.

2. Allocation of responsibilities

Our responsibility. During the Term and subject to Your compliance with these Terms of Service, UltraSmart AI will provide the Services to You in compliance with these Terms of Services. The Services consist of:

• Granting You the right to use the Solution on the Cloud Provider Infrastructure, and
• Providing Technical Support through the Cloud Provider.

The Cloud Provider’s responsibility.Subject to the Cloud Provider Terms, the Cloud Provider is responsible for:

• Providing You with the Solution on the Cloud Provider Infrastructure,
• Providing the Cloud Provider Services, including technical support services,
• Billing the Services,
• Collecting the Cloud Provider Fees, and
• Being Your sole point of contact for (i) any request or notice related to Our Services, (ii) any Technical Support request You may have, and (iii) transferring such requests to us, if the Cloud Provider is not capable of providing You with the requested assistance.

Your responsibility. Subject to the Cloud Provider Terms, You are responsible for:

• Where applicable, integrating Our Services into Your Customer Application, subject to the license granted in this Section. We are not responsible for any damage resulting from any failure to integrate Our Services into the Customer Application,
• Using Our Services and Your User Data in compliance with these Terms of Service,
• Paying the Cloud Provider Fees to the Cloud Provider, and
• Sending any notice or request You may have about Our Services solely to the Cloud Provider.

3. Your use of Our Services

3.1. Terms applicable to any use of Our Services through a Cloud Provider

License. Subject to the terms and conditions of these Terms of Service, We grant You a limited, revocable, non-exclusive, license to use the Services during the Term for the purpose of (i) integrating the Services into Your products and services, including but not limited to the Customer Application, and/or (ii) using the Services for Your internal business purposes, in each case in compliance with these Terms of Service. The license granted herein is non-sublicensable and non-transferable, except for the following cases: You may transfer and sublicense the rights granted herein (i) the Customer’s Affiliates and the Authorized Users to access and use the Cloud Services, and (ii) the End Users to access and use the Services through the Customer Application (if any) to submit Prompts and generate Outputs. In any case, You must not distribute or market Our Solution as a stand alone product or service and/or act as a distributor of Our Solution.

Technical Support. Any request for Technical Support must be made to the Cloud Provider, in accordance with the Cloud Provider Terms. Any request for Technical Support made directly to UltraSmart AI will not be processed.

Cloud Provider Infrastructure. If You subscribe to Our Services through a Cloud Provider, You will be able to use Our Solution on the Cloud Provider Infrastructure.You acknowledge and agree that the Cloud Provider Infrastructure is the sole responsibility of the Cloud Provider and that any issues or claims arising from or relating to the Cloud Provider infrastructure or services, including but not limited to, uptime, downtime, data loss, or security should be directed to and addressed by the Cloud Provider pursuant to the Cloud Provider Terms. We disclaim all liability and responsibility for any issues or claims arising from or relating to the Cloud Provider Infrastructure or any service provided by the Cloud Provider to You. Given that UltraSmart AI AI is not providing the Cloud Provider Infrastructure and has no access or use of User Data, You further acknowledge and agree that We do not provide any warranties, express or implied, regarding the availability and reliability of any User Data stored or processed on the Cloud Provider Infrastructure and regarding the availability of the Services. You acknowledge and agree that Our sole responsibility with respect to the Services is to (i) grant You the right to use the Solution on the Cloud Provider Infrastructure and (ii) provide You with Technical Support, in each case subject to the terms of the Service.

Your obligations. You must use Our Services in compliance with these Terms of Service and all applicable laws and regulations, including but not limited to all intellectual property, data and privacy laws. Therefore, You are responsible for:

• Your use of the Services. You shall:

  • Not use the Services for any illicit, unlawful, prohibited and/or illegal purposes, to harm third parties or UltraSmart AI.
  • Comply with the license granted in Section 3.1 of these Terms of Services and not use Our Services in a way that is not provided for by such license; .
  • Not use the Models to circumvent the intended features, functionality or limitations of the Model or to divert the Models from their intended purposes as set forth in these Terms of Service.
  • Not infringe the rights of third parties, including but not limited to intellectual property rights or privacy. You shall only use Prompts to which You own all required rights under applicable law and to do so in a manner that is consistent with the applicable law.
  • Provide a disclaimer to any individual accessing an Output or using the Services. Such disclaimer should highlight the potential inaccuracies and unpredictabilities in the Outputs and encourage individuals to check important information.

• Your User Data. You must:

  • Not represent that the Output was generated by a human when it was generated by a Model.
  • Not use the Output if You are aware that it infringes the rights of third parties, including but not limited to intellectual property rights.
  • Comply with the Applicable Data Protection Laws if You use Personal Data as part of Your User Data.

• Not infringing UltraSmart AI’s Intellectual Property.Subject to applicable law, You must:

  • Not remove or otherwise obscure any copyright or proprietary notices on the Model, including but not limited to Our brands, trademarks or any other copyright notice.
  • Not bypass, attempt to bypass, alter, disable or in any way interfere with the digital rights management measures that may be integrated to the Services. You acknowledge that these protection mechanisms are essential for safeguarding the intellectual property and security of the Services.These digital rights management do not allow Us to access Your User Data, or the Cloud Provider Infrastructure.
  • Not seek to or reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to Us).
  • Not use Outputs to reverse-engineer Our Services.

Affiliates and Authorized Users. You are responsible for Your Affiliates’ and Authorized User’s compliance with these Terms of Service.

Third Parties. You shall not encourage or assist any party in doing anything that is strictly prohibited under these Terms of Service.

3.2. Terms applicable to the use of Specific Access Services

Specific Access. If You Subscribe to the Specific Access, the Cloud Provider hosts the Solution on Cloud Provider Infrastructures that grants You access to the source form of Our Solution, including Model Weights. As a consequence, the use of the Specific Access is subject to Appendix 1, in addition to these Terms of Service.

4. Your User Data

4.3.2. Paid Services

No Access to Your User Data. We do not access Your User Data, unless (a) You grant us such access for Technical Support purposes, and (b) such access is strictly necessary to fix a problem You reported to the Cloud Provider.

User Data ownership. You are the sole owner of Your User Data. We make no claim to ownership of Your User Data.

Model Training. We do not use Your User Data for any purpose, including to train, retrain or improve Our Models.

Your responsibility. You are solely responsible for Your use of Your Prompts and Outputs. You must not intentionally make the Model generate Outputs infringing intellectual property rights, third party rights or applicable law, or use such infringing Outputs after You become aware of such infringement.

Output similarity. You agree that, due to the nature of Our Services, if another User uses a Prompt similar to Yours, our Services may generate an Output similar or identical to Yours. We do not warrant that Your Output is not similar or identical to another User’s Output. Consequently and unless otherwise stated, we will not indemnify You in case Your Output is similar or identical to another User’s Output.

Output accuracy. You acknowledge and agree that Our Services are inherently subject to certain unpredictabilities, particularly with the Outputs generated, as such Outputs depend on Your Prompt and as the technology behind Our Services is complex and continuously evolving. To the extent permitted by applicable law, Our Services are provided without any express or implied warranty regarding the quality or the accuracy of the Outputs. Consequently, You agree that the Outputs generated by Our Services may be incomplete, not up-to-date or not entirely accurate. Therefore, when using Our Services, You must:

• Ensure the quality of Your Prompts,
• Assess the accuracy and/or the suitability of the Output to your needs before using or sharing the Output,
• Include in Your Prompt any relevant moderation prompt to better filter or adapt the Output, especially if You deactivated the Filters proposed by UltraSmart AI or by Cloud Provider, and
• Check the information generated by the Output and, in any case, not rely on the Output as a unique source of truth and/or information, as safe and inoffensive in every circumstance, or as a replacement for professional guidance.

Moderation. We make commercially reasonable efforts to make sure Our Services do not generate Outputs that contain offensive, inappropriate or illicit content. To this end, We have implemented and / or are proposing different moderation mechanisms such as Filters to Our Model(s). If You deactivate these Filters, You agree that (a) We do not warrant that the Output generated will not be offensive, inappropriate or illicit, (b) You are solely responsible for the use of Your Output and (c) You shall in no way use the Output for any illicit or unlawful purpose and/or to harm UltraSmart AI and/or a third party.

5. Payment

Cloud Provider Fees. You must pay the applicable Cloud Provider Fees and any taxes related to the use of the Services to the Cloud Provider.

6. Term, suspension and termination

6.1. Term

Term. These Terms of Service are effective as of the Effective Date and shall continue until (i) terminated under this Section or (ii) the Cloud Provider otherwise ceases to make the Services available to You as a Cloud Provider Service.

6.2. Suspension

Suspension. UltraSmart AI may require the Cloud Provider to suspend Your access to any or all of Our Services (i) if You breach these Terms of Service, (ii) for immediate security concerns, (iii) if the Cloud Provider has suspended or terminated Our right to provide Our Services through the Cloud Provider Infrastructure, and subject to applicable wind-down period between You and the Cloud Provider.

Notice. We will use commercially reasonable efforts to request the Cloud Provider to provide You with a written notice of any suspension of Your access to Our Services under this Section 6 of Our Terms of Service and provide You with regular updates, where applicable.

Resumption of Our Services. We will use commercially reasonable efforts to request the Cloud Provider to resume providing You access to Our Services as soon as reasonably possible after the event giving rise to the suspension is cured (if possible). We will have no liability for any Losses or other consequences You may incur as a result of the suspension of Our Services.

6.3. Termination

Termination for breach. Either Party may terminate these Terms of Service if the other Party fails to cure a material breach of these Terms of Service within thirty (30) days after notice of such breach, provided that such breach is remediable. For illustrative purposes, the unauthorized use or misuse of the Services by You (which includes, for instance: if You use Our Services for a purpose that is not authorized by the license granted in Section 3.1. Of these Terms of Service or if You reverse engineer Our Services) , Your Affiliates or an Authorized User will be considered a material breach of these Terms of Service.

Effect of Termination. Upon termination of these Terms of Service, (i) all rights granted to You under these Terms of Service will terminate, (ii) You will no longer access or use Our Services on the Cloud Provider Infrastructure.

Survival. The following provisions, in their relevant parts, will survive termination or expiration of these Terms of Service, each for the duration necessary to achieve its own intended purpose (e.g. the liability provision will survive until the end of the applicable limitation period): Section 6 (Term, suspension and termination), Section 7 (Liability), Section 8 (Intellectual Property), Section 9 (Warranties and Indemnification), Section 11 (Confidentiality) and Section 14 (Governing law and competent jurisdiction).

7. Liability

Disclaimer. To the extent permitted by applicable law, UltraSmart AI will not be liable:

• In case of a Force Majeure Event (as defined below),
• For the Cloud Provider Infrastructure and any damage caused by such Cloud Provider Infrastructure,
• For Your use of such User Data,
• For Your breach of these Terms of Service,
• For the performance of the Model and/or the Modified Model in case You or any third-party customized, fine-tuned or otherwise modified the Model,
• In case Your Output is similar or identical to a third-party’s Outputs,
• For the Outputs, if such Outputs are modified by You,
• For any loss of profits, income, revenue, business opportunities, loss or corruption of data or information,
• For any failure to realize expected revenues or savings, loss or damage to goodwill, pure economic loss or other economic or pecuniary loss (regardless of whether any of these type of loss or damage are direct, indirect, special or consequential), or
• For any indirect, special, incidental, punitive, exemplary, incidental or consequential damages of any kind, even if informed of the possibility of such damages in advance.

Liability Cap. To the extent permitted by law, the total aggregate liability of UltraSmart AI in respect of any Losses incurred by the Customer under or in relation to these Terms of Service will not exceed, in the aggregate the amount of the Cloud Provider Fees paid or payable by the Customer to the Cloud Provider in connection with the performance of these Terms of Service in the twelve (12) calendar months preceding the date on which the first such event or events occurred.

Multiple claims. The existence of one or more claims under these Terms of Service will not increase the above mentioned liability cap. You agree that any Losses or claim You may have under these Terms of Service can only be recovered once and any such claim will exhaust all and any other claims that might otherwise arise against UltraSmart AI in relation to which You or Your Affiliates have been compensated or otherwise reimbursed.

Legal action. You agree that the limitations specified in this section apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise.

8. Intellectual Property

Your intellectual property. You remain the sole owner of all right, title and interest, including all intellectual property rights in and to Your User Data and Customer Application.

UltraSmart AI’s Intellectual Property.UltraSmart AI remains the sole owner of all right, title and interest, including all intellectual property rights in and to UltraSmart AI’s Intellectual Property, including but not limited to the Model(s), the Documentation and the Services. The Services are made available on a limited access basis, and no ownership right is conveyed to You, irrespective of the use of terms such as "purchase" or "Subscription". Any representation or reproduction, in whole or in part, of the Services, by any process whatsoever, without UltraSmart AI’s prior express authorisation, is strictly prohibited and will constitute an infringement punishable by the provisions of the applicable law.

Modified Model. During the term of these Terms of Service and following any termination, UltraSmart AI does not access or use the Modified Models stored on the Cloud Provider Instances and does not share the Modified Models with any third-party. You will have no rights in the Modified Model after the expiration or termination of this Agreement. Upon termination or expiration of these Terms of Service, (i) Your rights to use the Modified Model will automatically terminate, (ii) UltraSmart AI will still have no rights to use of access the Modified Model, (iii) You shall promptly cease all use of the Modified Model and (iv) UltraSmart AI will request the Cloud Provider to delete the Modified Model.

9. Warranties and indemnification

9.1. Mutual warranties

General warranties. Each Party represents and warrants that You have the authority and capacity to enter into these Terms of Service.

9.2. UltraSmart AI warranties

Services provided "as is". The Services are provided to You "as is". To the extent permitted by applicable law, We make no representations or warranties regarding the accuracy, reliability, or completeness of the Services or their suitability for Your specific requirements or use-case. Without limiting Our express obligations under these terms of Service, We do not warrant that Your use of the Services will increase Your revenues, be error-free, uninterrupted or that We will review Your User Data for accuracy. You acknowledge and agree that any use of the Services is at Your own risk, and UltraSmart AI shall not be liable for any Losses arising from Your misuse, unauthorized or unlawful to use the Services, or from the non- suitability of the Services to Your specific requirements or use-case, including but not limited to direct, indirect, incidental, consequential, or punitive damages.

UltraSmart AI Warranties. UltraSmart AI warrants that:

• The Services comply with the Applicable Data Protection Law,
• UltraSmart AI has the rights to all the intellectual property made accessible to You in the context of these Terms of Service, and
• The Services, when made available to the Cloud Provider for distribution, are free from any virus or malwares.

9.3. Your warranties

Customer warranties. You represent and warrant that:

• You have the authority to enter into these Terms of Service,
• You will use the Services in accordance with the applicable laws and regulations and these Terms of Service and that the Customer will not use the Services to commit illegal acts, including in particular to harm third parties, and
• You have obtained all necessary intellectual property rights, including but not limited to, copyrights, patents, trademarks, and trade secrets, or have been granted the appropriate licenses, permissions, and consents to use and provide the Prompts and User Input Data for the purpose of using Our Services.

9.4. Indemnification

Indemnification by UltraSmart AI. UltraSmart AI shall indemnify, defend, and hold You harmless against any liabilities, damages and costs (including reasonable attorneys’ fees) payable to a third party arising out of a third party claim arising out of, related to or alleging that the Services infringe any third party intellectual property right. We will not indemnify You for any claim arising out of, related to:

• The combination of the Services with the Customer Application or third-party software (including but not limited to the Customer Application), hardware or any other equipment not provided by UltraSmart AI,
• Any modification of Our Services made (i) by You or a third-party, including but not limited to any fine-tuning of Our Models, or (ii) by Us following Your request,
• The Cloud Provider Infrastructure or Services,
• Your User Data or Your use of Your User Data, including but not limited to any modification by You or a third-party of an Output,
• Any breach by You of these Terms of Service, or
• Your failure to comply with the applicable laws and regulations.

To the extent permitted by applicable law, the liability cap set out in Section 7 of these Terms of Service shall apply to the indemnification obligations under this Section.

Indemnification by You. You agree to indemnify, defend, and hold UltraSmart AI and its affiliates and licensors harmless against any liabilities, damages, and costs (including reasonable attorneys’ fees) payable to a third party arising out of a third party claim arising out of or related to Your use of Our Services, including (i) Your use of the Services in violation of these Terms of Service or applicable law, (ii) Your Customer Application (if any) and/or (iii) Your User Data. Nothing in this Agreement should limit the Customer’s obligation to indemnify UltraSmart AI of such a claim in case of unauthorized use of the Services by the Customer or the Authorized User.

Indemnification Procedure. The indemnification obligations this section of these Terms of Service are subject to the indemnifying Party (a) receiving a prompt written notice of such claim ; (b) being granted the exclusive right to control and direct (including the authority to elect legal counsel) the investigation, defense or settlement strategy of such claim and (c) benefitting from all reasonable necessary cooperation and assistance, including access to the relevant information, by the indemnified Party at the indemnifying Party’s expense. UltraSmart AI shall consult Customer before entering into any settlement or compromise of any claim, and shall take into account all reasonable comments from Customer.

Remedies. The remedies in this section are the sole and exclusive remedies for any third-party claim.

10. Personal Data

Personal Data. We do not access or process any Personal Data contained in Your User Data when You use Our Services, unless You grant us access to Your Personal Data as part of our technical support services. In such a case, the Data Processing Agreement will apply and We will process such Personal Data as Data Processor. In any case, You are the Data Controller for any processing of Personal Data carried-out by You when You use Our Services.

11. Confidentiality

Confidentiality. Each Party acknowledges that during the course of performing its obligations hereunder it may receive or disclose Confidential Information. Each Party expressly acknowledges that the Confidential Information of the other Party consists of trade secrets and proprietary information having significant commercial value, and that knowledge of all or any part of the Confidential Information would potentially yield a competitive advantage over others not having such knowledge. For clarity, the Weights of the Model or the Modified Model are Confidential Information.

Obligations. Accordingly, neither Party will (i) use the Confidential Information of the other Party except to exercise rights or perform obligations under this Agreement or (ii) disclose the Confidential Information of the other Party to any third party except to the Recipient’s directors, employees, or consultants to the extent necessary to carry out the purposes of this Agreement, provided that all such recipients are obligated by a written agreement containing confidentiality obligations at least as stringent as described herein. Each Party will take such steps as may be reasonable in the circumstances, or as may be reasonably requested by the other party, to prevent any unauthorized disclosure, copying or use of the Confidential Information by such third parties. Each Party may also disclose Confidential Information to the extent required by judicial or governmental order or as necessary to comply with any applicable law or regulation governing regulated businesses or the issuance of securities to the public, provided that the party making the disclosure gives the other party reasonable notice prior to such disclosure and, in the case of a judicial or governmental order, complies with any applicable protective order or equivalent. The Recipient agrees to exercise due care in protecting Discloser’s Confidential Information from unauthorized use and disclosure, and at a minimum will use at least the degree of care a reasonable person would use.

Term. The obligations of the Parties under this Section shall survive the expiration or termination of this Agreement until such time as the information is no longer Confidential Information under this Agreement, except through a breach by either Party of their confidentiality obligations under this Agreement.

Exclusions. Confidential Information herein shall not include information that (i) the Recipient can demonstrate by its written records to have had in its possession prior to disclosure by the Discloser, (ii) was part of the public knowledge or literature, not as a result of any action or inaction of the Recipient, (iii) was subsequently disclosed to the Recipient from a source other than the Discloser who was not bound by an obligation of confidentiality to the Discloser, (iv) the Recipient can demonstrate by its written records to have been independently developed by the Recipient without the use, directly or indirectly, of any Confidential Information, or (v) the Recipient is required to disclose pursuant to a court order or as otherwise required by law, provided, however, that the Recipient notifies the Discloser within sufficient time to give the Discloser a reasonable period to contest such order.

Breach of Confidentiality. Each Party will promptly notify the other Party if it knows or suspects a breach of confidentiality of the other Party’s Confidential Information has occurred. Each Party reserves the right to seek indemnification, including but not limited to damages or any other form of compensation, from the other Party for any breach by the Customer of its confidentiality obligations.

12. Changes to these Terms of Service

Update. We may update these Terms of Service at any time. Any modification of these Terms of Service will be effective thirty (30) days after they are posted by the Cloud Provider or You otherwise receive notice. Any modification to these Terms of Service will not apply retroactively.

13. General provisions

Non waiver. The fact that either of the Parties does not claim application of any clause whatever of these Terms of Service or condones its non-performance, shall not be construed as a waiver by that Party to the rights stemming for it from said clause. A waiver of any right or remedy under these Terms of Service or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

Severance. If a court or any other competent authority finds any provision of these Terms of Service (or part of any provision) to be invalid, illegal or unenforceable, that provision or part provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of these Terms of Service shall not be affected. If any invalid, unenforceable or illegal provision of these Terms of Service would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

No-partnership. Nothing in these Terms of Service is intended to, or shall be deemed to constitute a partnership or joint venture of any kind between any of the Parties, nor constitute any Party the agent of another Party for any purpose. No Party shall have authority to act as agent for, or to bind, the other party in any way. Neither You nor UltraSmart AI will suggest or claim any sponsorship, endorsement or affiliation with the other party, unless such a relationship is governed by a separate agreement.

Entire agreement. These Terms of Service constitute the entire agreement between the Parties relating to the Services, and any other subject matter covered by these Terms of Service and supersedes all prior or contemporaneous oral or written communications, proposals and representations between the Parties, with respect to the Services or any other subject matter covered by these Terms of Service.

Force Majeure. Neither Party will be liable to the other for any delay or failure to perform any obligation under these Terms of Service if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency (the "Force Majeure Event").

14. Governing law and dispute resolution

Governing law. These Terms of Service and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of France.

Informal resolution. In the event of any controversy or claim arising out of or relating to these Terms of Service, the Parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both Parties.If the Parties do not reach settlement within a period of sixty (60) days, either Party may escalate the controversy or to the senior executives or both Parties (the "Executives"). The Executives shall then promptly engage in discussions and negotiations to seek a mutually agreeable resolution in the best interest of both Parties.

Formal resolution. If You are located in France, the Parties agree that the courts of Paris, France shall have exclusive jurisdiction over any disputes arising out of or in connection with these Terms of Service or their subject matter or formation. If You are not located in France, all disputes arising out of or in connection with these Terms of Service or their matter or formation shall be finally settled under the rules of arbitration of the international chamber of commerce (the "ICC") by one arbitrator appointed in accordance with the said rules. The arbitration proceedings shall take place exclusively at the ICC headquarters in Paris, France. The appointed arbitrator shall adjudicate the dispute in accordance with the applicable law.

Appendix 1 - Terms applicable to Specific Access Services

This Appendix sets out the terms and conditions applicable to the Specific Access. For clarity, this Exhibit applies in addition to the Terms of Service. In case of any conflicts or discrepancies between the Terms of Service and this Appendix, this Appendix shall prevail.

1. Definitions

Any capitalized term that is not defined in the Terms of Service shall have the meaning set out below:

• "Authorized Individuals": means the Customer’s employees authorized to access the Closed-Weight Model’s source code and Weights.
• "Closed-Weight Model": means a Model with the Weights not disclosed to the public, including any Modified Model.
• "Security Incident": means any event having an actual or reasonably anticipated adverse effect on any element of the security of the Closed-Weight Model made available to the Customer under the Terms of Service, or any event involving any breach of security leading to the accidental or unauthorized disclosure of, or access to the Closed-Weight Model and/or the Weights. This includes in each case a reasonably suspected or "near miss" event of which the Customer is aware.

2. Security and confidentiality of the Model

Security and confidentiality. You must ensure the confidentiality and security of the source form of the Closed-Weight Model and especially the Weights. To this end, You must always use and have in place the following security measures:

• Administrative measures.

  • Access to Closed-Weight Model’s source form and Weights shall be restricted solely to Authorized Individuals.
  • Authorized Individuals shall be subject to a confidentiality commitment substantially covering the following:
  • The Authorized Individuals shall maintain the Closed-Weight Model in strict confidentiality and segregated from the Customer’s team members not listed as Authorized Individuals,
  • The Authorized Individuals are expressly prohibited from exporting, sharing or disclosing the Closed-Weight Model source form and Weights to any individual not listed as an Authorized Individual, including team members, interns, external providers and third parties.
  • The Customer is responsible for providing training to Authorized Individuals on the confidentiality of the Closed-Weight Model and their corresponding obligations.

• Technical measures.

  • Access to the Closed Weight Models shall be restricted and monitored.
  • State of the art IT protection shall govern workstations of Authorized Individuals.
  • Authorized Individuals shall use a unique identifier for accessing and utilizing the Closed-Weight Model source form and Weights.
  • The Customer shall not copy the Closed-Weight Model or hold any copy of the Closed-Weight Model that is not stored on the Cloud Provider’s Infrastructure. For clarity, the Customer is prohibited from exporting the Closed-Weight Model and the Weights from the Cloud Provider Infrastructure.

3. Traceability of the Model

Traceability of the Models. UltraSmart AI implements security measures, such as watermarking, into each Closed-Weight Model provided to the Customer, to ensure the Model’s traceability (the "Traceability Measures"). These Traceability Measures allow UltraSmart AI to distinctly identify each Closed-Weight provided to a Customer. These Traceability Measures do not allow UltraSmart AI to access or use the Customer’s User Data. The Customer shall not in any way intentionally attempt to delete or alter the Traceability Measures implemented by UltraSmart AI. UltraSmart AI keeps a record of the Traceability Measures implemented into each Model. The record of Traceability Measures is subject to strict security protocols, including but not limited to a strict authorization policy. UltraSmart AI warrants that it permanently destroys any copy of the Model (as provided to the Customer) in its possession and control from its own IT infrastructure, as soon as such Model has been made available to the Customer. Therefore, once the Closed-Weight has been made available to the Customer, the Customer shall be the sole holder of the Model.

4. Unauthorized Disclosure of the Model

Unauthorized disclosure of the Model. In case of any unauthorized access or disclosure of all or part of the source code of the Model and/or the Weights (the "Leak"):

• UltraSmart AI shall appoint an independent expert (the "IT Expert") to conduct an investigation. The costs of this investigation shall be borne by UltraSmart AI.
• The IT Expert shall possess the necessary skills and expertise to trace and identify the Model and determine its origin using the record of Traceability Measures.
• If the IT Expert’s investigation confirms that the leaked Model can be traced back to the Customer through the implemented Traceability Measures:
  • UltraSmart AI shall send the Customer an exact copy of the IT Expert’s report.
  • UltraSmart AI may terminate this Agreement immediately without prior notice and/or request from Customer indemnification under Sections 7 and 11 of the Terms of Service.

In any case, the Customer shall not make or publish any public statement regarding the Leak without UltraSmart AI’s prior written consent.

5. Security incident

Notification. The Customer shall notify UltraSmart AI AI in writing about any Security Incident immediately (and in any event within 24 hours) after the Customer is aware that a Security Incident has occurred and will update any notification given with any subsequent relevant information and will attend any meetings with UltraSmart AI on request by UltraSmart AI in relation to such notification. This notification will contain the following information:

• The time the Security Incident occurred and the duration of the Security Incident,
• The Closed-Weight Model affected by the Security Incident,
• The nature and impact of the Security Incident,
• The measures which have been taken or which are proposed to be taken to address the Security Incident and to mitigate its possible adverse effects.

Where it is not possible to provide all such information at the same time, the information may be provided in phases without undue delay, but the Customer may not delay notification under this section on the basis that an investigation is incomplete or ongoing.

If the Security Incident resulted in a Leak, UltraSmart AI reserves the right to (i) terminate these Terms of Service immediately without prior notice and/or request indemnification from Customer under Sections 7 and 11 of the Terms of Service.

6. intellectual Property

Modified Model. UltraSmart AI does not access the Modified Models stored on the Cloud Provider Instances and does not share the Modified Models with any third-party. However, UltraSmart AI retains sole and exclusive ownership of all right, title, and interest in and to the Modified Model, including all intellectual property rights (such as but not limited to, copyrights, patents, trademarks, and trade secrets) therein. For clarity, the license granted in Section 3 of these Terms of Service also applies to the Modified Model. UltraSmart AI shall not use the Modified Model. Upon termination or expiration of these Terms of Service, (i) Your rights to use the Modified Model will automatically terminate, (ii) UltraSmart AI will still have no rights to use of access the Modified Model, (iii) You shall promptly cease all use of the Modified Model and (iv) UltraSmart AI will request the Cloud Provider to delete the Modified Model.

Privacy Policy

At UltraSmart AI, we are committed to protecting your privacy and ensuring the security of your personal data.

This Privacy Policy is designed to help you understand how we collect and process your personal data when you use our Services.

We believe that everyone has the right to control their personal data, and as such, we have also outlined the various rights you have with regards to your personal data, including your right to object to certain uses or the right to access, update or delete your data.

1. Definitions

The capitalized words in this document will have the meaning given below:

• "Data Controller": means the person who makes decisions on Your Personal Data. For instance, the Data Controller decides which Personal Data to collect, where to store such data, for how long, etc.

• "Data Processor": means the person who uses Your Personal Data on behalf of the Data Controller and under the Data Controller’s instructions. For instance, our hosting services provider acts as Data Processor when it stores Your Personal Data on Our behalf and under Our instructions.

• "Incognito Mode": means the feature that allows You to not display your Prompts and Outputs History when using Our Chat Services.

• "UltraSmart AI" or "We": means UltraSmart AI, a French entity registered at the Trade register of Paris under number 952 418 325, having its corporate seat at 15 rue des Halles 75001, Paris, France and its affiliates.

• "UltraSmart AI Training Data": means UltraSmart AI's data set used to train UltraSmart AI's Models.

• "Model": means any of Our artificial intelligence models that we make available to You as part of Our Services.

• "Personal Data": means any data that directly or indirectly relates to You.

• "Platform": means the platform We operate.

• "Privacy Policy": means this document describing the Processing activities carried-out by UltraSmart AI as Data Controller. This Privacy Policy covers the Processing activities relating to Your use of Our Services.

• "Processing": means any operation relating to Your Personal Data (for instance: collection, use, access, transfer, deletion, etc.).

• "Services": means any services provided by UltraSmart AI to You, including but not limited to the Platform, the Model, our chat interact that allows You to interact with Our Models (the "Chat Services"), our set of APIs allowing You to use our text-generation Models (the "Standard API") or Our code-generation Models ("Codestral") along with any associated software, application and website.

• "User", “Customer” or "You": means any person who subscribes to, accesses or uses Our Services.

• "User Data": means

  • the "Feedback": means Your feedback pertaining to the accuracy, relevance, and effectiveness of the Outputs, including but not limited to any identified discrepancies or errors.
  • the "Prompts": means any and all instructions, queries or textual cues given by You to the Model in order to generate an Output.
  • the "Outputs": means any and all content generated by Our Services in response to Your Prompts.

2. Who is the Data Controller ?

2.1. UltraSmart AI as Data Controller

UltraSmart AI is a French entity registered at the Trade register of Paris under number 952 418 325.

Your Personal Data may also be processed by Our affiliate located in the United Kingdom.

You can contact us :

• By email atcontact@us.inc
• By mail at UltraSmart AI, 15 rue des Halles, 75001 Paris, France.

2.2. UltraSmart AI as Data Processor

If You are a business, UltraSmart AI may also process Personal Data on Your behalf, as Data Processor.

In such a case, the Processing activities We carry-out are described in theData Processing Agreemententered into between You and Us.

This Privacy Policy only covers the Processing activities We carry out as Data Controller.

3. What kind of Personal Data do We collect ?

3.1. Personal Data You provide to Us

• Identity, account and contact data. We collect Personal Data about Your identity when You sign-up to Our Services (first name, last name, email address, identifiers, etc.), when You subscribe to receive information from Us (newsletters, etc.) and/or when You contact Us.

• Payment and billing information. We collect Your payment details (payment method, applicable fees, etc.) and your billing information (billing address, billing contact, etc.) when You subscribe to Our fee-based Services.

• Prompts and Outputs. We only use Your Prompts and/or Outputs:

  • To monitor abuse, meaning any breach by You of the Terms of Use or the applicable Terms of Service, or
  • When You report an illicit Output. In such a case, we may use Your Prompt and/or Your Outputs to improve our services.
  • To display your Prompts and Outputs history on Your Account when You use Our Chat Services, unless You activate Our Incognito Mode.
  • To improve Our Models. We may use your Prompts or Outputs or information (e.g. language or topic field statistics) related to them to improve Our Models only when
    • You Use Our Chat Services and You don't opt-out of the UltraSmart AI Training Data, when such option is available for the Paid Chat Services
    • You use Codestral and You don't opt-out of the UltraSmart AI AI Training Data, when such option is available for the paid version of Codestral.

• User Input Data (for Customers acting as Consumers). We only use Your User Input Data to allow You to Fine-Tune Models via Our Fine-Tuning API.

• Feedback. Where applicable, We may collect and use the Feedback You provide to Us to improve our Service.

3.2. Personal Data generated by Your Use of Our Services

• Security Logs. We collect security logs to monitor and analyze system activities, maintain the integrity and security of Our Services, and comply with the applicable security standards and regulatory requirements. These logs document activities such as access attempts, changes made to the Services, and potential security incidents. They may contain information such as IP addresses, timestamps, user actions, and device information.

• Technical Information. We may use cookies to collect technical information that is essential for the proper functioning of Our Services, such as Your language preferences.

3.3. Personal Data that is indirectly provided to Us

Our Models are trained on data that are publicly available on the Internet, which may contain Personal Data. To know more about Your rights regarding the training data set, please refer to Section 8 of this Privacy Policy.

4. Why do we use Your Personal Data?

We use Your Personal Data for the following purposes:

Provide Our Services

• Create and administer Your account on the Platform.
• Manage the security of the Services, for Customers acting as Consumers.
• Generate Outputs based on Your Prompts.
• Allow You to Fine-Tune Our Models using Our Fine-Tuning API, for Customers acting as Consumers.
• Communicate with You for purposes other than marketing.
• Answer to your assistance requests.
• When You use Our Chat Services as a Consumer, provide technical support (fixing the bugs You notify us).
• Display Your Prompts and Outputs to You.
• Train Our Models (Large Language Models) to answer questions, generate text according to context/Prompts (e-mails, letters, reports, computer code, etc), translating, summarizing and correcting text, classifying text, analyzing feelings, etc., (i) Possibly, if such Personal Data is publicly available, and even if we apply good practices to filter such data, and (ii) if You use Our Chat Services and You don't opt-out of the UltraSmart AI Training Data when such option is available for the Paid Chat Services (iii) if You use the free version of Codestral.
• Make aggregated statistics about the use of the Services.

Legal basis: Performance of the contract. Our legitimate interest in (1) providing quality Services and continuously improving our Services and (2) developing Our Models for the purpose of providing them to You.

Marketing operations

• Send you Our newsletters about Our Services.
• Lead development.
• Invite You to Our events.

Legal basis: Your Consent. Our legitimate interests to promote Our Services and to grow Our business.

Commercial Management

• Contract management.
• Invoice the applicable fees.
• Processing Your payment.

Legal basis: The performance of the contract. Our legal obligation to invoice for Our Services.

Dispute resolution

• Investigate and resolve disputes
• Enforce Our contract (suspension of Your Account, monitor abuse, etc.)

Legal basis: Our legitimate interest in protecting and exercising Our legal rights. The performance of the contract.

Data Subject Requests

• Reply to Your requests to exercise Your rights on Your Personal Data.

Legal basis: Our legal obligation to reply to Your requests.

5. How long do We store Your Personal Data ?

We may keep Your Personal Data for as long as necessary to achieve the purposes mentioned in Section 4 of this Privacy Policy. We may retain your Personal Data for longer periods when We are required by applicable law to do so or when it is necessary to exercise Our rights in legal proceedings.

For illustrative purposes, please find below the applicable data retention periods:

Personal Data We use to Provide the Services:

• Identity and contract/subscription data : for the duration of your registration on the Platform and for 5 years from the end - of your registration for evidentiary purposes.
• Account data : for the duration of your registration on the Platform and for 1 year from the end of your registration for - evidentiary purposes.
• Security data: the security logs are stored for 1 rolling year.
• User Input Data (for Customers Acting as Consumers): for the duration of your registration on the Platform and/or until You delete such data.
• Technical support/assistance requests: for the duration of the Processing the request and for 5 years from the processing of - Your request for evidentiary purposes.

Personal Data We use for commercial management purposes:

• Identity, account and contact data, contract/subscription data: for the duration of your registration on the Platform and for 5 years from the end of your registration for evidentiary purposes.
• Invoices: for ten (10) years from the year-end date.

Personal Data we use for marketing operations:

• Leads identity and contact data: 3 years from the collection of Your Personal Data.
• Guests identity and contact data: 1 year from the collection of Your Personal Data, unless You consent to Your Data being stored for a longer period of time.

Personal Data We use for dispute resolution purposes:

• Prompts and Outputs: for 30 rolling days to monitor abuse, unless you validly opt out, and in case of voluntary reporting of illicit content.
• Identity, account and contact data, contract/ subscription data: for the duration of your registration on the Platform and - for 5 additional years from the end of your registration for evidential purposes.
• Legal data (e.g. court decision, legal evidence, etc. ): until the expiration of the appeal period. We may retain such legal data for archival purposes.

Personal Data we use to reply to Your requests to exercise Your rights:

• Identity, account and contact data and any data regarding your request : for up to three (3) months and for an additional 6 years period for evidential purposes.

6. Who do we share Your Personal Data with?

We may share Your Personal Data to the following persons on a need-to-know basis:

• The authorized members of our teams,
• Financial organizations (banks, etc.),
• Supervisory authorities such as the French data protection authority (CNIL),
• Where appropriate, the competent courts, mediators, accountants, auditors, lawyers, bailiffs, debt collection agencies.

We may also share all or part of Your Personal Data with Our providers. Before engaging with any provider, we conduct audits to assess their privacy and security standards and we sign a dedicated data protection agreement.

Our main providers are:

• Azure: to host the Platform and any data associated with Our Services. The Platform and the Data are stored in Sweden.
• Cloudflare: to host static assets, protect and optimize UltraSmart AI AI’s API.
• Kong: to manage the security of UltraSmart AI’s API. Kong is incorporated in the United States and our data is located in the European cluster.
• Lago: to manage the billing of Our Services. Lago is based in France.
• Mailjet: to send You emails. Mailjet is based in the United States and hosted in the European Union (DPA).
• Ory: to manage user authentication on the Platform. Ory is based in Switzerland.
• Stripe: to manage payments. Stripe is based in Ireland and in the United States.

7. Do we transfer Your Personal Data Outside of the European Union?

We prioritize selecting providers within the European Union that strictly adhere to the GDPR. However, in exceptional cases, we may opt for non-EU providers that meet our high standards of data security and Personal Data protection.

We take the necessary steps to ensure that all contracts with service providers who process personal data outside the European Union have adequate safeguards in compliance with Article 46 of the GDPR. Additionally, We attach the most recent version of the European Commission’s Standard Contractual Clauses to all such contracts.

8. Your rights

You can exercise:

• Access. You have the right to know if UltraSmart AI processes Your Personal Data. You also have the right to request a copy of such Personal Data and to obtain further information about the way We process Your Personal Data.
• Rectification. You have the right to update or correct Your Personal Data.
• Deletion. You have the right to delete and/or ask us to delete Your Personal Data.
• Objection. You have the right to object to the processing of Your Personal Data. This right does not apply when we have a legal obligation to process Your Personal Data. If You use Our Paid Services, You can opt-out of UltraSmart AI Training Data at any time by making a request on Our Support Chatbot available directly on Our Platform. Please note that Your opt-out will only apply to future Prompts and Outputs.
• Consent withdrawal. You have the right to withdraw Your consent to the processing of Your Personal Data at any time.
• Limitation. You have the right to ask us to freeze the processing of Your Personal Data.
• Automated decision. You have the right to not be subject to an automated decision (including profiling) and to appeal such a decision. UltraSmart AI does not engage in profiling or automated decision-making in the Processing of Personal Data.
• Portability. You have the right to obtain and transfer Your Personal Data to another entity.
• Post mortem. You have the right to tell us how You would like us to process Your Personal Data after your death.
• Lodge a complaint. You have the right to lodge a complaint before the competent data protection authority, including the French data protection authority (the CNIL).

We will take every step to make sure we reply to Your requests. However, when your request concerns the training of Our Models, it’s important to note that Your rights have technical limitations and fulfilling Your requests might involve a complex technical process.

You can exercise these rights:

• By sending us an email at contact@us.inc
• By making a request using Our Support Chatbot, available directly on Our Platform
• By sending us a letter at UltraSmart AI, Attn: Privacy Team, UltraSmart AI AI, 15 rue des Halles, 75001 Paris, France.

9. Changes to this Privacy Policy

We may amend this Privacy Policy from time to time as Our Services continuously evolve. Make sure to check this Privacy Policy frequently.

Data Processing Agreement

Preamble. This data processing agreement (the “Data Processing Agreement” or the “DPA”) is established under Article 28 of the GDPR and forms part of this Agreement (as defined below) between UltraSmart AI and the Customer. By accepting the applicable Service Agreement, the Customer also agrees to be bound by this DPA.

When Customer uses the Services available on the Platform:

• The Customer is the Data Controller;
• UltraSmart AI processes the Personal Data provided by the Customer as Data Processor. Such processing activities are described in Exhibit 1 of this DPA.

When Customer subscribes to Our Services through a Cloud Provider:

• The Customer is the Data Controller;
• The Cloud Provider processes the Personal Data provided by the Customer as Data Processor for the purpose of making the Models available to the Customer on the Cloud Provider's Infrastructure.
• UltraSmart AI will only process Personal Data provided by the Customer as Data Processor for the purpose of providing technical support to the Customer, at the Customer's request, and only if the Customer grants UltraSmart AI access to such Personal Data. Such Processing activities are described in Exhibit 1 of this DPA.

1. Definitions

The capitalized words in this Agreement shall have the meaning given below:

• “Agreement”: means the service agreement entered into by and between the Parties, governing the provision of the Services by UltraSmart AI to the Customer.

• “Applicable Data Protection Law”: means (i) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 applicable since 25 May 2018 (the “GDPR”) and (ii) the data protection laws and regulations applicable in France.

• “Authorized Recipient”: means (i) UltraSmart AI’s affiliates, (ii) UltraSmart AI’s team members, (ii) UltraSmart AI’s Sub-processors or (iv) any third party that is authorized by the Applicable Data Protection Law to access the Personal Data.

• “Authorized Purpose”: means the authorized purpose for the Processing as mentioned in Exhibit 1.

• “Customer”: means any legal person who subscribes to the Services and, where applicable, its affiliates.

• “Data Controller”: means the person who determines the purposes and the means of the Processing.

• “Data Processing Agreement” or “DPA”: means this data processing agreement governing the Processing carried-out by the Parties, that forms part of the Agreement.

• “Data Processor”: means the person who carries-out the Processing on behalf of the Data Controller and under its documented instructions.

• “Data Subjects”: means the person whose Personal Data is processed.

• “UltraSmart AI”: means UltraSmart AI, a French simplified joint-stock company, registered at the Trade register of Paris under number 952 418 325, having its corporate seat at 15 rue des Halles 75001, Paris, France and its affiliates.

• “Personal Data”: means any data relating to an identified or identifiable Data Subject.

• “Personal Data Breach”: means any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data, likely to result in a risk for the rights and freedoms of Data Subjects.

• “Processing”: means the processing of Personal Data described in Exhibit 1.

• “Restricted Country”: means any country located outside of the European Economic Area (EEA) and that does not benefit from an adequacy decision from the European Commission.

• “Services”: means the services provided by UltraSmart AI to the Customer under the Services Agreement.

• “Sub-processor”: means any Data Processor appointed by UltraSmart AI to carry-out all or part of the Processing on behalf of the Customer.

• “Supervisory Authority”: means any independent authority competent to supervise the Processing.

Any capitalized word that is not defined in this DPA shall have the meaning given in the Services Agreement.

2. Role of the Parties

UltraSmart AI as Data Processor. With respect to the Processing described in Exhibit 1, the Customer shall act as the Data Controller and UltraSmart AI shall act as the Data Processor.

Description of the Processing. UltraSmart AI processes the Personal Data on behalf of the Customer in order to provide the Customer with the Services it ordered under the Agreement. A description of the Processing is available in Exhibit 1 of this DPA. The Customer agrees that UltraSmart AI may update the description of the Processing from time to time to reflect new Services, features or functionalities. UltraSmart AI will notify the Customer of any update to the description of the Processing by email no later than fifteen (15) days prior to the effective date of the modification. The Customer may object to this modification or update during the notice period on reasonable grounds pertaining to the Applicable Data Protection Law. The Parties will consult and negotiate in good faith in a view of achieving a satisfactory resolution. Failing that, the Customer will be entitled to terminate the Agreement for convenience.

UltraSmart AI as Data Controller. The Customer authorizes UltraSmart AI to process the Prompts and the Outputs as Data Controller for the purpose of (a) monitoring abuse, (b) treating voluntary reports, (c) research purposes, and (d) to improve the training of the Models. UltraSmart AI only processes the Prompts and Outputs of Customer to improve the training of the Models if (a) Customer uses the free Chat Services and did not opt-out of having Customer's Prompts and Outputs used to improve UltraSmart AI Training Data, which option is available only if the Customer subscribed to the Paid Chat Services or (b) if Customer uses the free version of Codestral and Customer did not opt-out of the UltraSmart AI Training Data. In this last case, Customer can opt-out of the UltraSmart AI Training Data at any time by making a request via Our Support Chatbot available directly on the Platform. If the Customer opted-out of the UltraSmart AI Training Data under applicable Terms, UltraSmart AI will not use information resulting from Customer’s Prompts and Outputs to improve the training of its Models. The Customer's opt-out may only be effective for future Prompts and Outputs, as technical limitations inherent to the Chat Services may prevent UltraSmart AI from deleting all previously provided Prompts and Outputs from UltraSmart AI Training Data, even if the Customer has opted out. UltraSmart AI will inform the Data Subjects of such processing activities in its Privacy Policy.

3. General obligations of the Parties

Each Party shall comply with their respective obligations under the Applicable Personal Data Protection Law and shall not, by any act or omission, cause the other to be in breach of any such obligations under the Applicable Data Protection Law.

3.1. General obligations of UltraSmart AI

UltraSmart AI shall:

• Process the Personal Data only in accordance with the documented lawful instructions of the Customer as set forth in this DPA, the Agreement or by email and for no other purpose, unless required to do so by the applicable laws. In such a case, UltraSmart AI shall promptly inform the Customer of that legal requirement, unless prohibited to do so by applicable law and/or on important grounds of public interest,

• Promptly inform the Customer if, in its opinion, the Customer’s instructions infringe the Applicable Data Protection Law. In such an event, UltraSmart AI is entitled to refuse to perform the Processing of Personal Data that it believes to be in violation of the Applicable Data Protection Law,

• Ensure that any person UltraSmart AI authorizes to process Personal Data (including UltraSmart AI team members and the Subprocessors), are subject to a duty of confidentiality, whether by contract or statutory, and must not allow any person to process Personal Data who is not under such confidentiality obligations, and

• Taking into account the nature of the Processing and the information available to UltraSmart AI, upon the Customer’s written request and to the extent that is commercially reasonable and required by the Applicable Data Protection Laws, provide the Customer with reasonable and timely assistance (i) in the event of an investigation from a Supervisory Authority related to the Processing, (ii) to conduct a data protection impact assessment, a prior consultation with a Supervisory Authority, (iii) to comply with its obligations under Article 32 GDPR.

3.2. General obligations of the Customer

The Customer agrees that:

• It will comply with its obligations under the Applicable Data Protection Law regarding the Processing and any Processing instruction it issues to UltraSmart AI,

• It is responsible for providing guidance to Authorized users regarding the use of the Services, and in particular the use of Personal Data within the Services,

• It is responsible for applying filters to prevent any unauthorized use of Personal Data by the Authorized Users,

• UltraSmart AI’s security obligations under this DPA apply without prejudice to the Customer’s own security obligations under the Applicable Data Protection Law, and

• It has provided notice and obtained all consents and rights necessary under the Applicable Data Protection Law for UltraSmart AI to process Personal Data under this DPA.

4. Data Subjects

Information. As Data Controller, the Customer is solely responsible to provide the Data Subjects with any information required by the Applicable Data Protection Law.

Data Subject requests. Taking into account the nature of the Processing and upon the Customer’s request, UltraSmart AI shall provide the Customer with commercially reasonable assistance to enable the Customer to respond to any request from Data Subjects to exercise any of their rights under the Applicable Data Protection Law.

Requests made directly to UltraSmart AI. In the event that any request is made directly to UltraSmart AI, UltraSmart AI will not respond to such request directly without the Customer’s prior consent, unless required to do so by applicable law. Instead, UltraSmart AI will transfer that request to the Customer who will then be solely responsible to respond to such request. If UltraSmart AI is legally required to respond to the Data Subjects’ request, UltraSmart AI will promptly notify the Customer and provide it with a copy of the request unless prohibited to do so by applicable law.

5. Security and Personal Data Breach

5.1. Security measures

Security measures. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, UltraSmart AI shall implement and maintain appropriate technical and organizational measures to protect Personal Data from any Personal Data Breach and to preserve the security and confidentiality of the Personal Data.

Evolution of the security measures. The Customer acknowledges that such security measures are subject to technical progress and development and that UltraSmart AI may update them from time to time, provided that such updates do not materially decrease the overall security of the Processing.

5.2. Personal Data Breach

Personal Data Breach. Taking into account the nature of the Processing and the information available to UltraSmart AI AI, UltraSmart AI shall notify the Customer of any Personal Data Breach without undue delay and where feasible no later than seventy-two (72) hours after becoming aware of such Personal Data Breach. UltraSmart AI’s notification of or response to a Personal Data Breach in accordance with this Section 6.2. will not be construed as an acknowledgment by UltraSmart AI of any fault or liability with respect to the Personal Data Breach.

Notification to the Customer. This notification shall include:

• (a) The name and contact details of UltraSmart AI’s point of contact point where more information can be obtained;

• (b) The nature of the Personal Data Breach, including but not limited to the categories and number of Data Subjects and Beneficiaries Personal Data concerned by the Personal Data Breach;

• (c) A description of the measures the Beneficiaries could take to mitigate the possible adverse effects of the Personal Data Breach and to prevent from another potential Personal Data Breach;

• (d) The likely consequences of the Personal Data Breach;

• (e) The measures proposed or taken by the Company following the Personal Data Breach, including to prevent from any new occurrence.

Notification to the Supervisory Authority and Communication to the Data Subject.The Customer is solely responsible for notifying the Personal Data Breach to the Supervisory Authority and/or to the Data Subjects.

Assistance. Upon the Customer’s written request, taking into account the nature of the Processing and the information available to UltraSmart AI, UltraSmart AI shall provide the Customer with commercially reasonable assistance with respect to the Customer’s compliance with its obligation to communicate the Personal Data Breach to Data Subjects, when required by the Applicable Data Protection Laws. If necessary, UltraSmart AI shall provide the Customer with commercially reasonable and timely assistance to mitigate or remediate the Personal Data Breach.

6. Sub-processing

General authorization. The Customer provides a prior and general authorization allowing UltraSmart AI to appoint any Subprocessors to assist UltraSmart AI in the provision of the Services and in the Processing, in accordance with the terms of this DPA. This authorisation is subject to the following:

• UltraSmart AI will maintain an up-to-date list of its Sub-processors on the Platform,

• UltraSmart AI will notify the Customer of any changes to this list,

• UltraSmart AI will enter into a written agreement with each Subprocessor imposing data protection terms that require the Subprocessor to protect the Personal Data to the same standards provided by this DPA, and

• UltraSmart AI will remain liable to the Customer if such Subprocessor fails to fulfill its data protection obligations with regard to the relevant Processing activities under the DPA.

Changes to the list of Sub-processors.UltraSmart AI will provide notice to the Customer of any changes to the list of Sub-processors as soon as reasonably practicable and no later than thirty (30) days prior to engaging such Sub-processor. The Customer may object in writing to UltraSmart AI AI’s appointment of a new Sub-processor during this notice period, provided that such objection is based on reasonable grounds relating to the Applicable Data Protection Laws. In such an event, the Parties will consult and negotiate in good faith to find an amicable resolution that allows the Customer to keep benefiting from the Services. If no resolution is achieved during this notice period, the Customer may, as its sole and exclusive remedy, terminate all or part of the Agreement for convenience.

7. Transfers of Personal Data to a Restricted Country

The Customer is located in a Restricted Country.Where the Customer is located outside in a Restricted Country, the transfer of Personal Data between the Customer and UltraSmart AI is governed by the standard contractual clauses attached to this DPA.

An Authorized Recipient is located in a Restricted Country.The Customer provides a prior and general authorization allowing UltraSmart AI to transfer the Personal Data to any Authorized Recipients located in a Restricted Country by using the standard contractual clauses adopted by the European Commission or any other appropriate safeguard provided by the GDPR. If the standard contractual clauses are suspended, terminated or no longer provide an appropriate safeguard in compliance with the Applicable Personal Data Protection Laws, UltraSmart AI will (i) promptly notify the Customer and (ii) suspend the applicable transfer until an alternative safeguard for the transfer of Personal Data has been implemented.

8. Audit

Documentary audit. Upon the Customer’s written request, UltraSmart AI will make available all documents and information to demonstrate that the Processing carried-out by UltraSmart AI complies with this DPA in a timely manner, to the extent that is commercially reasonable and required by the Applicable Data Protection Laws.

Audit on UltraSmart AI’s premises. Only to the extent the Customer cannot reasonably be satisfied with UltraSmart AI AI’s compliance with this DPA through the exercise of a documentary audit, the Customer may conduct up to one (1) audit per year to verify UltraSmart AI’s compliance with this DPA, under the conditions defined below:

• This audit must me conducted with reasonable advance written notice of at least thirty (30) calendar days,

• This audit shall be carried out by an independent auditor selected jointly by the Parties for its expertise, independence and impartiality and which is, in any event, not a direct or indirect competitor of the UltraSmart AI,

• The selected auditor shall be bound by a confidentiality agreement and/or by professional secrecy,

• This audit shall be conducted during UltraSmart AI’s regular business hours,

• This audit shall restrict its findings to only information and/or Personal Data relevant to the Customer,

• The audit shall not unreasonably impair or slow down the Services offered by UltraSmart AI or affect the organizational management of the Company,

• An identical copy of the audit report shall be given to both Parties following the completion of the audit. Each Party may make observations regarding the audit report,

• The costs of this audit shall be borne exclusively by the Customer.

9. Return or destruction of Personal Data

After the end of the provision of the Services, UltraSmart AI will delete or return to the Customer all Personal Data processed on the Customer’s behalf, in accordance with UltraSmart AI AI’s deletion policies and procedures. The Customer acknowledges that the Personal Data will no longer be accessible upon the expiry of a thirty (30) days period following the termination of the Customer’s access to and use of the Services.

10. Term

This DPA shall commence on the effective date of the Agreement and will continue for the duration of the Agreement.

11. Limitation of Liability

The liability of each Party and each Party’s affiliates under this DPA is subject to the exclusions and limitations of liability set out in the Agreement.

EXHIBIT 1 - Description of the Processing

UltraSmart AI may update the description of the Processing from time to time to reflect new Services, features or functionality.

• UltraSmart AI privacy contact:contact@us.inc

• Categories of Data Subjects: the Customer, the Authorized Users and any other natural person whose Personal Data is used by the Customer or the Authorized User as a User Data.

• Categories of Personal Data:

  • The Customer’s and Authorized User’s account data, the Customer’s UltraSmart AI ID (unique user ID attributed by UltraSmart AI,
  • The API Key (where applicable),
  • Any Personal Data that is used by Customer (i) to generate an Output, (ii) as part of User Input Data, and/or (iii) that may be accessed by UltraSmart AI as part of the Services (including the technical support services). This also includes the metadata associated with such personal data (for instance, the date and hour of the Customer’s Prompt, etc).

• Special categories of Personal Data:None. Customer shall not process sensitive data under this DPA. In case Customer wishes to process sensitive data, please contactcontact@us.inc

• Authorized Purposes: Subject to the Customer's Subscription, (i) the provision of the API Services (Technical Support, Generation of Outputs, Fine-Tuning a Model, Building an Agent, Authorized User's Account management), and (ii) the provision of the Chat Services (Technical Support, Generation of Outputs, display of the Prompts and Outputs history, use of an Agent on Platform, Authorized User's Account management).

• Duration of the Processing: the term of this DPA

• Retention Periods:

  • If the Customer has subscribed to the API Services, (i) the Prompts and the Outputs are only processed by UltraSmart AI for the duration of the generation of the Outputs, and (ii) User Input Data is retained until deletion of User Input Data and/or Customer's Account by Customer.

  • If the Customer subscribed to the Chat Services: the Prompts and the Outputs are stored for the term of this DPA or until the Customer deletes such Prompts and Outputs from its history.

  • UltraSmart AI may process the Prompts and the Outputs as a Data Controller. The applicable retention periods are mentioned on the Privacy Policy.

  • The Personal Data provided by UltraSmart AI for the purpose of technical support are stored for the duration necessary to process the technical support request, and for five (5) additional years for evidential purposes.

• Sub-processors:

  • Azure: our hosting provider. The Personal Data are stored in Sweden.

EXHIBIT 2 - Standard contractual clauses

These standard contractual clauses only apply when the Customer is located in a Restricted Country.

SECTION I

Clause 1

Purpose and scope

• (a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) for the transfer of personal data to a third country.

• (b) The Parties:

  • (i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ’entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and
  • (ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’)

have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).

• (c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
• (d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2

Effect and invariability of the Clauses

(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.

(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3

Third-party beneficiaries

• (a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
  • (i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
  • (ii) Clause 8 – Module One: Clause 8.5 (e) and Clause 8.9(b); Module Two: Clause 8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g); Module Four: Clause 8.1 (b) and Clause 8.3(b);
  • (iii) Clause 9 – Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e);
  • (iv) Clause 12 – Module One: Clause 12(a) and (d); Modules Two and Three: Clause 12(a), (d) and (f);
  • (v) Clause 13;
  • (vi) Clause 15.1(c), (d) and (e);
  • (vii) Clause 16(e);
  • (viii) Clause 18 – Modules One, Two and Three: Clause 18(a) and (b); Module Four: Clause 18.
• (b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4

Interpretation

• (a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

• (b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

• (c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5

Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6

Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

Clause 7 – Optional

Docking clause

• (a) An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.

• (b) Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.

• (c) The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8

Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

8.1 Instructions

• (a) The data exporter shall process the personal data only on documented instructions from the data importer acting as its controller.

• (b) The data exporter shall immediately inform the data importer if it is unable to follow those instructions, including if such instructions infringe Regulation (EU) 2016/679 or other Union or Member State data protection law.

• (c) The data importer shall refrain from any action that would prevent the data exporter from fulfilling its obligations under Regulation (EU) 2016/679, including in the context of sub-processing or as regards cooperation with competent supervisory authorities.

• (d) After the end of the provision of the processing services, the data exporter shall, at the choice of the data importer, delete all personal data processed on behalf of the data importer and certify to the data importer that it has done so, or return to the data importer all personal data processed on its behalf and delete existing copies.

8.2 Security of processing

• (a) The Parties shall implement appropriate technical and organisational measures to ensure the security of the data, including during transmission, and protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access (hereinafter ‘personal data breach’). In assessing the appropriate level of security, they shall take due account of the state of the art, the costs of implementation, the nature of the personal data(reference), the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects, and in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner.

• (b) The data exporter shall assist the data importer in ensuring appropriate security of the data in accordance with paragraph (a). In case of a personal data breach concerning the personal data processed by the data exporter under these Clauses, the data exporter shall notify the data importer without undue delay after becoming aware of it and assist the data importer in addressing the breach.

• (c) The data exporter shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

8.3 Documentation and compliance

• (a) The Parties shall be able to demonstrate compliance with these Clauses.

• (b) The data exporter shall make available to the data importer all information necessary to demonstrate compliance with its obligations under these Clauses and allow for and contribute to audits.

Clause 9

Use of sub-processors

N/A

Clause 10

Data subject rights

The Parties shall assist each other in responding to enquiries and requests made by data subjects under the local law applicable to the data importer or, for data processing by the data exporter in the EU, under Regulation (EU) 2016/679.

Clause 11

Redress

• (a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject

Clause 12

Liability

• (a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

• (b) Each Party shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages that the Party causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter under Regulation (EU) 2016/679.

• (c) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.

• (d) The Parties agree that if one Party is held liable under paragraph (c), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage.

• (e) The data importer may not invoke the conduct of a processor or sub-processor to avoid its own liability.

Clause 13

Supervision

N/A

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

Clause 14

Local laws and practices affecting compliance with the Clauses

• (a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.

• (b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:

  • (i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
  • (ii) the laws and practices of the third country of destination – including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards
  • (iii) any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.

• (c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.

• (d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

• (e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a). For Module Three: The data exporter shall forward the notification to the controller.

• (f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfill its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation [for Module Three:, if appropriate in consultation with the controller]. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by [for Module Three: the controller or] the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

Clause 15

Obligations of the data importer in case of access by public authorities

15.1 Notification

• (a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:

  • (i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
  • (ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.

• (b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.

• (c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.). [For Module Three: The data exporter shall forward the information to the controller.]

• (d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.

• (e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

15.2 Review of legality and data minimisation

• (a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).
• (b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.
• (c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

SECTION IV – FINAL PROVISIONS

Clause 16

Non-compliance with the Clauses and termination

• (a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

• (b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).

The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:

• (i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
• (ii) the data importer is in substantial or persistent breach of | these Clauses; or
• (iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.

In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

• (d) The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.
• (e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17

Governing law

These Clauses shall be governed by the law of a country allowing for third-party beneficiary rights. The Parties agree that this shall be the law mentioned in the Agreement.

Clause 18

Choice of forum and jurisdiction

Any dispute arising from these Clauses shall be resolved by the courts of mentioned on the Agreement.

APPENDIX

ANNEX I

A. LIST OF PARTIES

The Data Exporter is UltraSmart AI. The Data Importer is the Customer.

B. DESCRIPTION OF TRANSFER

The description of the transfer is mentioned in Appendix 1 of this DPA.