Those Terms & Conditions, together with all the Contractual Documents set out below (together, the “Agreement”), describe the terms and conditions between Customer and PLOMIUM SASU (”UtopikAI”, “we”, “our”, or “us”) governing access and use of UtopikAI’s online tools and platform. UtopikAI and Customer may individually be referred to as a “party” and collectively the “parties.” This Agreement is in effect as of the date that the Customer signs up for any Service online or submits a signed order form that references this Agreement (the “Effective Date”).
By clicking a box indicating acceptance of this Agreement, executing an order form that references this Agreement, Customer agrees to the terms of this Agreement. If the individual accepting this agreement is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its affiliates to this Agreement, in which case “Customer” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this Agreement, you must not accept them and may not use the Services.
TermDefinitionAccount Informationmeans information about the management of your Dust account and information that you and your Users provide to Dust in connection with (1) the creation or administration of your Dust account; or (2) Dust’s maintenance, support or monitoring of your account or the Services. Account Information includes User Personal Data (such as names, pseudonym, passwords, phone numbers, email addresses), Customer information (such as Workspace metadata, billing information, usage quotas or limit) and communications between the Customer (or User) and Dust support.Affiliatemeans, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract, or otherwise.Agreementmeans this Master Services Agreement, along with its schedules and including any supplementary terms of service, together with all Order Forms entered into between you and Us.API Keymeans a unique security-token used to authenticate, access and use the API provided by a Third-Party Service Provider.Confidential Informationmeans information that either party (“Discloser”) discloses directly or indirectly to the other party (“Recipient”) under this Agreement, and that is conspicuously marked, or orally, and if applicable, visually stated as confidential or would normally be considered confidential information by a reasonable party under the circumstances. “Confidential Information” does not include information that Recipient can document as being: (1) independently developed by Recipient; (2) rightfully given to Recipient by a third party without confidentiality obligations; or (3) public through no fault of Recipient. Dust’s Confidential Information includes non-public information regarding features, functionality, performance, and pricing of the Services, the Documentation, API(s), and other Dust products or services.Customer Datameans all data stored by or on behalf of Customer or at Customer’s direction in the Services. Customer Data include Customer Personal Data, User Content and any data stored in a Data Source by the Customer.Customer Personal Datameans User Personal Data, Unstructured Personal Data or any Personal Data (i) uploaded to the Services by the Customer and processed by Dust as a Data Processor on behalf of Customer or its Affiliates, or (ii) otherwise processed by Dust’s Sub-Processors, in all cases pursuant to or in connection with instructions given by Customer, and as per Dust’s Data Processing Addendum ("DPA").Data Sourcemeans a logical data storage unit provided by Dust and hosted on Dust's platform, that allows Customer to upload (or synchronize) and store data and content on Dust's Services. A Data Source might contain Personal Data, as such Personal Data might be included in the data flow transmitted by the Customer (in unstructured data like documents or synchronized form structured databases).Documentationmeans Dust-provided User documentation relating to the Services, found here, as may be updated by Dust from time to time. Documentation does not include content published in community forums.Effective Datemeans the date Customer agrees to this Agreement.External Provider Servicesmeans services provided by a third-party entity, which is used by the Customer at its own discretion, in connexion with Dust's Services, including without limitation, to extend the features of a Customer's application (based on the Dust App functionality), to improve any Customer's instruction, to enrich the context of any prompt, or to send / retrieve information through an external system. Typically, External Provider Services enable Customer's application to query external data or write data to external services. External Provider Services might include services like search engine APIs, or headless browsers (web scraping). When Customer uses External Provider Services independently, these cannot be considered to be Dust's Subcontractors or Sub-Processors.Foundation Model Providermeans a Third-Party Services Provider that offers large-scale, pre-trained models designed to serve as a foundational or base technology for a wide range of processing tasks, such as natural language analysis and text generation and/or images generation.Force Majeure Eventmeans events usually taken as such by art. 1218 of French Civil Code and French case law and the French courts, and any circumstances beyond Dust’s reasonable control, including, but not limited to, a fait du prince and act of government, flood, fire, earthquake, civil unrest, act of terror, strike or lockouts or or other labor problem (other than one involving Dust’s employees), epidemics, power failures, communication line failures or Internet service provider failure or delay, Non-Dust Application failure, or acts undertaken by third parties, including without limitation, any denial of service attack or third-party domain name system event.Intellectual Property Rightsmeans all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.Order Formmeans any ordering documentation or online sign-up or subscription pages, regardless of form, provided by Dust and agreed to between the parties which sets forth the Services accessed by the Customer and any relevant pricing. Multiple Order Forms may be entered into under this Agreement.Schedulemeans a schedule to this Agreement.Servicesmeans Dust’s online software-as-a-service platform and services including any related APIs provided by Dust, together with all related desktop applications. “Services” exclude Non-Dust Services.Subcontractormeans a third-party individual or company that is contracted directly by Dust, to perform specific tasks or provide services as part of a project or a larger service agreement. The Subcontractor works under the supervision and direction of Dust. Subcontractors involved in Customer Personal Data processing are defined as Dust's Sub-Processors.Sub-Processormeans Dust’s Subcontractors which have access to, or might have access to, or process Customer Personal Data. The terms “Sub-Processor” (and “Processor”) have the same meanings as described in applicable Data Protection Laws (GDPR) and shall be construed accordingly.Subscription Feesmeans all fees associated with your Subscription.Subscription Planmeans the applicable subscription level of packaged functionality and services (including free trial) as detailed in the Order Form, on Dust’s website, and, at Dust’s discretion, in the applicable Documentation.Subscription Termmeans the period during which you have agreed to subscribe to Dust’s Services.Third-Party Provider Servicesmeans services provided by a third-party entity, which is made available on the Dust platform and which is used for the operation of Dust's Services or to extend some of its features. Third-Party Provider Services include mainly services provided by Foundation Model Providers (such as OpenAI or Anthropic), but they can also refer to services providers like the SerpAPI (Google Search), when they are used by Dust, in its platform or code, for the operation of Dust's Services, or are made available to clients through Dust’s API. The corresponding Third-Party Services Providers involved in the processing of Customer Personal Data are referred to as Sub-Processors in this agreement.Unstructured Personal Datameans any Personal Data provided by the Customer or the User in unstructured data flow (such as in content of Data Sources or in User Content) or in any data flow performed by the Customer which is not specifically expected to contain Personal Data. By default, if any Personal Data is transmitted through such a data flow, Dust is not aware of the existence and nature of such Personal Data, which are thus considered as Unstructured Personal Data. Typically, Personal Data related to Customer’s clients / consumers / end users / prospects are considered as Unstructured Personal Data.Usage Datameans information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including information concerning Customer’s and Users’ use of the various features and functionality of the Services and analytics and statistical data derived therefrom, assistant names and one-liner descriptions). Usage Data does not contain any User Content except for messages sent to Dust support or the @help assistant.Usermeans any individual who is authorized to access the Services by Customer. Each User must use a unique identity to access and use the Services, and may access the Services only to the extent authorized by Customer.User Contentmeans any content or data created in, stored in or transferred into a Workspace by a User. For example and without limitation, a User Content can be a conversation, a prompt, an instruction, an input, or an output returned to a Use based on an input. To the extent the content is managed by a User, such content shall be considered as User Content.User Personal Datameans any Personal Data related to the User and stored in its User account by the User or the Customer. Any other Personal Data provided by the User or the Customer in unstructured data flow (such as in Data Sources or in User Content) are considered as Unstructured Personal Data but not as User Personal Data.Workspacemeans a separated section of the Service where Users may submit, post or modify Customer Data. Workspaces have different tiers, that have different features and functionality as specified in the Documentation, including Data Sources.
B. Description of Services
UtopikAI provides a software-as-a-service platform that allows Customers to create virtual AI-powered assistants (”artificial intelligence Assistants” or “AI Assistants”) tailored to their needs. The purpose of these AI Assistants is to help workers perform their daily tasks, by enabling them to access and leverage the company's knowledge more easily. AI Assistants can be configured by the Customer to (i) use remote services provided by Third-Party Service Providers (such as Foundation Model Providers) and (ii) retrieve content from Data Sources fed by the Customer, to set the context of Foundation Models with domain specific data. On its platform, UtopikAI provides a list of the major Foundation Model Providers (”FMPs”) available on the market. UtopikAI does not endorse any particular FMP: it is the Customer's responsibility to select the FMP that suits their needs and that complies with its technical or legal requirements. The Customer, after being informed of the characteristics and operation of UtopikAI's Services, is allowed to use it under the terms and conditions set out in this Agreement.
C. Contractual Documents
The Agreement is composed of the following documents listed below. In case of any conflict or inconsistency the following order of precedence shall apply:
1. Services
1.1 Subscription. UtopikAI grants access to the Services pursuant to a Subscription. Customer may activate a Subscription to Services by executing an Order Form. Unless otherwise specified, Order Forms are governed by this Agreement. In the event of a conflict between this Agreement and an Order Form, the Order Form shall prevail.
1.2 Subscription Term. Subscriptions will be for the Subscription Term agreed to in the applicable Order Form. Unless otherwise provided for in an Order Form, each Order Form shall automatically renew for a period equal in duration to the then expiring Subscription Term unless either Party notifies the other in writing of its intent not to renew the applicable Order Form at least thirty (30) days prior to the end of the then-current Subscription Term.
1.3 Subscription Plan. UtopikAI will provide the Services to you according to the Subscription Plan to which you subscribe.
1.4 Provision of Services. UtopikAI shall have the exclusive control, management, and supervision of the method and means of providing the Services. UtopikAI will comply with all laws applicable to its role in the execution of this Agreement. UtopikAI will use commercially reasonable efforts to make the Services available. UtopikAI may modify or update the Services from time to time at its sole discretion.
1.5 Access to Services. Subject to Customer’s payment of all Subscription Fees and compliance with this Agreement, UtopikAI grants to Customer a non-exclusive, non-transferable, non-sub-licensable right during the Subscription Term of the applicable Order Form to use the Services in accordance with the applicable Subscription Plan in connection with Customer’s internal business operations. Customer may allow its Users to use the Services for this purpose, and Customer is responsible for its Users compliance with this Agreement.
1.6 Subcontractors. UtopikAI may use Subcontractors (other than Third Party Providers) to perform its obligations under this Agreement. Subject to the provisions of article 1.8 below, UtopikAI will remain responsible for all such obligations. UtopikAI’s Subcontractors involved in Customer Personal Data processing are listed in Sub-Processors.
1.7 Support. Subject to payment of all Subscription Fees and compliance with this Agreement, we will provide technical support to you via electronic mail, 5 days a week (Monday to Friday). You may initiate a support conversation by emailing support@utopikai.cloud.
1.8 Third-Party Provider Services and External Provider Services. Notwithstanding any other provisions, Third Party Provider Services and/or External Provider Services are subject to the standard license, services, warranty, indemnity and support terms of the third party supplier (or an applicable direct agreement between you and such supplier, to which you shall adhere). Third Party Provider Services and/or External Provider Services are not supported by UtopikAI. Any warranty, damages or indemnity claims against UtopikAI in relation to Third Party Provider Services and/or External Provider Services are expressly excluded.
Services may contain features designed to interoperate with Third-Party Provider Services, including through the UtopikAI Developer Platform or UtopikAI’s API. We cannot guarantee the continued availability of such features or any Third-Party Provider Services and UtopikAI may stop providing access to some of these Third-Party Provider Services without prior notice to you, if for example and without limitation, a Third-Party Provider ceases to make its service available for interoperation with the corresponding Service features, or provide its service in a manner which is not acceptable to us.
1.9 API. We may offer an application programming interface that provides additional ways to access and use the Service (“API“) which is a part of the Service. Your use of the API is subject to this Agreement and to UtopikAI’s Developer Terms which may be updated by UtopikAI from time to time. We reserve the right at any time to modify or discontinue your access to the API (or any part of it) with or without notice. The API is subject to changes and modifications, and you are solely responsible for the compatibility of your use of the API with its specifications.
1.10 Responsibility for Systems. Each party shall retain sole responsibility for such party’s information technology infrastructure, including computers, servers, software, databases and database management systems, electronic systems, and networks, whether operated directly by such party or through the use of third parties.
1.11 Account Information. We may collect Account Information about Users that Customer (or User): (i) provide to UtopikAI in connection with the creation or administration of their account; or (ii) provide to UtopikAI when contacting UtopikAI support in connection with their use of the Services; as well as your Use of the Services (such as Services’ usage quotas or limits). This can occur without limitation to monitor your Use of the Services in alignment with the conditions of Customer’s Subscription Plan. UtopikAI will process Account Information that includes Personal Data in accordance with UtopikAI’s DPA.
2. Use of Services and Content
2.1 Use Restrictions. Except as expressly permitted in this Agreement, Customer will not, and will not permit or authorize third parties to: (1) license, sub-license, sell, transfer, distribute, share, rent, lease, or otherwise permit third parties to use the Services; (2) use the Services to provide process outsourcing services to third parties (e.g., as a service provider); (3) use the Services in a way that would violate the applicable Subscription Plan, or this Agreement, or Third-Party Provider agreement; (4) circumvent or disable any security or other technological features of the Services; (5) reverse engineer, decompile, disassemble, or otherwise attempt to copy or discover the source code, object code, or underlying structure, ideas, know-how, or algorithms related to the Services (except to the extent this restriction is prohibited by applicable law); (6) modify, translate, or create derivative works based on the Services; (7) remove any proprietary notices or labels from the Services; (8) use the Services in a manner that violates or attempts to circumvent applicable law; (9) use the Services in a manner that infringes any third parties’ Intellectual Property Rights; (10) use the Services to transmit any content that is offensive, harassing, libelous, abusive, threatening, harmful, or otherwise objectionable; (11) upload or introduce to, or use the Services to distribute, any viruses or other malicious code; (12) transmit large amounts of data in a way that would be expected to have a detrimental effect on the Services; (13) perform or attempt to perform any actions that would interfere with the proper working of the Services or prevent access to or use of the Services by UtopikAI’s other customers; (14) access or use the Services to develop or sell a competing product or service; (15) access or use the Services for purposes that are competitive with UtopikAI; (16) access or use the Services in any manner designed to circumvent the unique identity requirement for Users; (17) access or use the Services in any manner that deceptively reduces the number of Users, or create generic technical accounts to conceal the number of Users, in order to circumvent Subscription or Subscription Plan limitations; or (18) use the Services, including to store or transmit Customer Data, in a manner that violates UtopikAI’s Personal Use Terms of Service Acceptable Use Policy. When you use the Service’s Workspace management functionality, you agree that you are responsible for ensuring that your use complies with all applicable laws and any internal policies you maintain, including those involving employee privacy. If we reasonably suspect that you or your Customer Data are in violation of the foregoing, we may investigate that violation and suspend or terminate your access to the Services.
2.2 Authorized Users; Accounts. Customer is responsible for all actions and inactions by its Users or by any third party that Customer or a User permits to access or use the Services, as if such action or inaction were an action or inaction of Customer. Customer is responsible for maintaining control over Customer’s account, including the confidentiality of any login credentials, and is responsible for all activities that occur on or through Customer’s account and its Users’ accounts. Customer will not, and will not permit Users to, share User account credentials, or use them in multiple locations at the same time. Each User must use a unique identity to access and use the Services, and may access the Services only to the extent purchased by Customer and in accordance with the applicable Subscription Plan. Customer will provide accurate, current and complete information required to enable its Users to access and use the Service and will maintain the accuracy of such information during the Subscription Term.
3. Our responsibilities
3.1 Reasonable endeavours. We will use reasonable endeavours to meet any timelines agreed in any Order Form or Statement of Work.
3.2 Provision of Services. We will perform the Services: (a) in compliance with all laws applicable to our provision of the Services; (b) with reasonable care and skill; and (c) only using employees or consultants who are appropriately skilled and experienced.
4. Your responsibilities
4.1 Effective co-operation. You will:
(a) co-operate with us in all matters relating to the Services;
(b) give us in a timely manner all of the information, items and materials needed by us to effectively provide the Services to you and ensure that everything you provide to us is accurate. We will only use your information, items and materials to provide the Services to you in accordance with this Agreement. You further agree that our possession and use of your supplied materials and information will not cause us to infringe the rights, including any Intellectual Property Rights, of any third party;
(c) comply with all laws applicable to your use of the Services;
(d) adhere to (and ensure that your Users adhere to) the terms of Section 2 (Use of Services and Content) and the Order Form(s) when accessing and using the Services;
(e) obtain and maintain all necessary permissions and licences, required to enable us to deliver the Services.
(f) obtain and maintain all necessary consents, including consent for Personal Data processing pursuant to UtopikAI’s DPA, required to comply with Data Protection Laws.
4.2 Delays. If Our performance of this Agreement is delayed by you (or any act or omission by your agents, subcontractors, consultants or employees), then, we will be entitled to an extension of time to perform Our obligations equal to that delay.
4.3 Configuration of Services. You are responsible for maintaining your configuration of the Services, including Users management, Workspace’s member invitations or whitelisted email domain management and any other configuration or permission settings provided by Services.
4.4 Customer Data Permissions Management. Customer acknowledges that access permissions (”Access Control List” or “ACL”) applied in its Enterprise Content Management system (”ECM”), such as Google Drive, Notion or Slack, on folders or documents or any other piece of content, are not replicated during the document synchronization to UtopikAI’s Services. As a result, if a folder / document is protected in the Customer’s ECM system by specific access rights (e.g. only people with a managerial role can see the document), this ACL information will not be propagated in UtopikAI’s Services and, consequently, any Workspace User will be able to access and read the corresponding content when retrieved from the associated Data Source by the Customer’s virtual Assistant or through UtopikAI’s API. Customer is solely responsible for ensuring that its Workspace Users are entitled to access and read the documents or any content uploaded or synchronized to their Data Sources or Workspace.
4.5 Data Source Management. UtopikAI offers a feature that enables automatic synchronization of documents or content from the Customer's ECM system to Data Source located in UtopikAI's storage system. UtopikAI makes its best efforts to ensure that its synchronization system is robust and reliable. However, in the event of specific technical problems (such as temporary network disruption), some transactions (create, update, or delete) might not be propagated properly. In such cases, the content of the Data Source may not be an exact replica of the synchronized ECM folder, and the Customer might have to perform some manual operations to re-synchronize the data and/or to clean the data stored in their Data Source. Customer is solely responsible for the information stored in their UtopikAI Workspace and Data Sources. As a result, it is the Customer's responsibility to ensure that the information stored in their Workspace and Data Sources is relevant, accurate and up to date, and, if necessary, clean their Workspace or Data Sources to remove any irrelevant or obsolete information.
5. Intellectual Property and Licenses
5.1 Customer Data. Customer and its licensors own the Customer Data, including all Intellectual Property Rights therein. No ownership rights in the Customer Data are transferred to UtopikAI by this Agreement. Customer hereby grants UtopikAI, for the term of the Agreement, a limited, worldwide, non-exclusive, royalty-free, fully-paid, non-transferable (unless to UtopikAI’s Subcontractors and/or Third-Party Providers authorized by Customer) license to host, store, transfer, display, perform, reproduce, modify, create derivative works of Customer Data, only to provide the Services to Customer. At any time during the Subscription Term, Customer may request an export of Customer Personal Data from the Services in an inUtopikAIry-standard format then-supported by the Services and as specified in the applicable Documentation.
5.2 Customer Feedback. Customer grants UtopikAI a worldwide, non-exclusive, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or its Users relating to the operation of the Services.
5.3 Usage Data. UtopikAI may (i) collect, analyze and otherwise process Usage Data internally for its business purposes, including for the purposes of security and analytics, to improve and enhance the Services, or for other development, diagnostic and corrective purposes in connection with the Services or other UtopikAI products or services, and (ii) disclose Usage Data only in an aggregated and/or anonymised form in connection with its business in a manner that does not allow to identify Customer or any of its Users.
5.4 Ownership by UtopikAI. UtopikAI and its licensors retain all rights, title, interest and ownership of the Services (including without limitation trademarks, copyrights, patents, know-how or other intellectual property in, including but not limited to, UtopikAI’ software source code, software components design, methodology and algorithm, Documentation, API, Usage Data, Data Sources created by UtopikAI and whose content is provided by UtopikAI), UtopikAI’s websites, and all deliverables created by UtopikAI and delivered to Customer, including all Intellectual Property Rights therein (the “UtopikAI IP”). No ownership rights in UtopikAI IP are transferred to Customer by this Agreement. Customer does not have any rights in or to UtopikAI IP except for the limited express rights granted in this Agreement.
6. Fees, Payments and Taxes
6.1 Fees. The applicable Subscription Fees to your Subscription shall be as specified in the Order Form. Unless otherwise specified in an Order Form, the Subscription Fees applicable to any renewal Subscription Term shall be UtopikAI’s standard Subscription Fees for the applicable Subscription Plan in effect at the time such subsequent Subscription Term commences. Subscription Fees are due and payable upon the commencement of the applicable Subscription Term. Except in the case of uncured material breach of this Agreement by UtopikAI, all Subscriptions are non-cancelable and Subscription Fees are non-refundable. There are no credits for partially used Subscription periods. Customer’s use of the Services are subject to the rights and limitations in the applicable Subscription Plan. Some features are provided pursuant to a usage-based model. In such case, Customer acknowledges and agrees that should the usage permitted by its Subscription and Subscription Plan be exceeded: (i) Customer may be required to upgrade its Subscription Plan or purchase additional usage to continue accessing and using such feature(s); and (ii) UtopikAI may disable or degrade performance of such features.
6.2 Downgrades Prohibited. You may not downgrade your Subscription Plan or reduce the number of Users during any Subscription Term. If you desire to downgrade your Subscription Plan or reduce the number of Users under any Subscription Plan for a subsequent Subscription Term, you must provide UtopikAI with thirty (30) days’ written notice prior to the end of your then current Subscription Term. Downgrading your Subscription Plan may cause loss of content, features, or capacity of the Service and UtopikAI is not responsible for such loss.
6.3 Invoicing and Payment. Unless specified otherwise in an Order Form, Subscription Fees shall be due and payable in full at the time of purchase. In the case of non-payment or delinquent payment of any Subscription Fees, UtopikAI may, at its sole discretion: (i) suspend Customer access to the Services; (ii) terminate the applicable Order Form; or, (iii) continue to provide the Services, for a period solely determined by UtopikAI, in anticipation of full and prompt payment by Customer. Any amount which is unpaid when due shall be subject to the highest applicable legal rate. UtopikAI shall be entitled to reimbursement for any costs associated with the collection of any past-due balance. You agree that you will be billed in advanced on a recurring basis each Subscription Term and that your account may be charged at a different frequency than your Subscription Term.
A valid payment method is required to process the payment for your Subscription. You must provide UtopikAI with accurate and complete billing information and valid payment method information. By submitting such payment information, you automatically authorize UtopikAI to charge all Subscription Fees incurred through your account to any such payment instruments.
If automatic billing is set up, should automatic billing fail to occur for any reason, UtopikAI may attempt to charge the payment method one or more times. Should payment continue to fail, the Subscription will be, at UtopikAI’s sole discretion, canceled or downgraded and you may lose access to certain paid features and/or your Workspace and UtopikAI account.
6.4 Renewal and cancellation. You agree that at the end of each Subscription Term, your Subscription will automatically renew and your payment method for such Subscription will automatically be charged at the start of each new Subscription period for the fees and taxes applicable to that Subscription Term, under the same conditions as the prior Subscription Term unless you cancel your Subscription prior to your renewal date. You may cancel your Subscription either through your online account management page or by contacting UtopikAI customer support team at support@UtopikAI.tt and indicating your intention to cancel your Subscription in accordance with the terms of your Subscription Plan.
6.4 Taxes. You are responsible for paying all taxes assessed in connection with your Subscription. Unless otherwise stated with respect to terms and conditions for a specific Subscription, all stated prices are exclusive of any taxes and duties or other amounts, however designated, and including without limitation value added and withholding taxes that are levied or based upon such charges, or upon the Order Form. Should any payment for the Service be subject to withholding tax by any government, you will reimburse us for such withholding tax. We will invoice you for such Taxes if we believe we have a legal obligation to do so.
6.5 Subscription Fees and Domain Management. The Services include functionality whereby Customer account administrators may manage UtopikAI’s Workspaces and allow new members to join and use a Workspace. Account administrators can add new Workspace’s members by sending email invitations or can allow access by setting a whitelisted email domain (e.g. @company.com). Customer recognizes that such domain will allow any user from the specified email domain to sign up and join the corresponding Workspace, as a UtopikAI’s Services User. When your account administrator creates, configures or claims such Workspace, you acknowledge that you assume all rights and obligations associated with that Workspace, including the obligation to pay Subscription Fees for any additional Users associated with such Workspace.
6.6 Fees and Fee Changes. UtopikAI, at its sole discretion and at any time, may modify the Subscription Fees for the Subscriptions. Any Subscription Fee change will become effective at the end of the then-current Subscription Term. UtopikAI will provide you with reasonable prior notice of any change in Subscription Fees. Your continued use of the Service after the change in Subscription Fees constitutes your agreement to pay the modified Subscription Fees.
7. Warranties.
7.1 Mutual Warranties. Each party represents and warrants to the other that: (1) this Agreement has been duly executed and delivered and constitutes a binding agreement enforceable against the executing party in accordance with its terms; (2) no authorization or approval from any third party is required in connection with the execution, delivery, or performance of this Agreement by the executing party; and (3) the execution, delivery, and performance of this Agreement by the executing party does not violate the terms of any other agreement to which it is a party or by which it is otherwise bound.
7.2 UtopikAI Warranties. UtopikAI warrants that during the applicable Subscription Term:
(a) the Services will function substantially in accordance with the Documentation and, where applicable, with the service level information that may be communicated by UtopikAI at a later time; and
(b) that this Agreement, the DPA and the Security Measures will accurately reflect the applicable administrative, physical, and technical safeguards which are in place for the protection of security, confidentiality and integrity of Customer Data in all material respects.
The warranties provided in this Section 7.2 will not apply if Customer fails to notify UtopikAI in writing within thirty (30) days of discovery of any such breach. If UtopikAI breaches the warranty in Section 7.2, as Customer’s sole remedy and UtopikAI’s sole liability, UtopikAI will, at its expense, either: (1) modify the Services to enable it to perform substantially in accordance with the Documentation; or (2) terminate this Agreement and refund to Customer any Subscription Fees paid for Services not provided.
7.3 Customer Warranties. Customer represents and warrants to UtopikAI that: (1) Customer has the necessary and appropriate rights and consents to validly authorize and permit UtopikAI to use and otherwise process the Customer Data in accordance with this Agreement, and such use by UtopikAI of Customer Data does not and will not infringe or violate any third-party right, including any Intellectual Property Right or privacy right; (2) Customer will use the Services in compliance with this Agreement, the Documentation and applicable law; and (3) Customer will use the Third-Party Provider Services in compliance with their agreement with the provider of the Third-Party Provider Services, this Agreement and applicable law.
7.4 Disclaimer. Except for the limited warranties described in this Section 7 (Warranties), UtopikAI makes no other express or implied warranties with respect to the Services or Documentation, or otherwise, and specifically disclaims all implied and statutory warranties, including the implied warranties of non-infringement of third-party rights (subject to indemnification provisions set forth herein), merchantability, satisfactory quality, accuracy, title, and fitness for a particular purpose, and any warranties arising from course of dealing, usage, or trade practice, to the maximum extent permitted by applicable laws. Except for the limited warranties described in this Section 7 (Warranties), the Services and Documentation are provided “as is.” UtopikAI does not warrant that the Services or Documentation will satisfy Customer’s requirements, are without defect or error, or that the operation of the Services will be uninterrupted or secure. Regarding data security, Customer is responsible for reviewing the information made available by UtopikAI in the Security Measures Schedule and for making an independent determination as to whether these Security Measures meet Customer’s requirements.
8. Confidentiality
8.1 Reasonable Precautions. Each party as Recipient will take reasonable precautions to protect Discloser’s Confidential Information, will use Discloser’s Confidential Information exclusively for the purpose of the performance of Agreement and will not divulge Confidential Information to any third party not authorized by the other Party. Notwithstanding any provision of this Agreement, Recipient may disclose Discloser’s Confidential Information, in whole or in part (i) to its employees, officers, directors, consultants and professional advisers (e.g., attorneys, auditors, financial advisors, accountants and other professional representatives) on a need-to-know basis and who are legally bound to keep such Confidential Information confidential by confidentiality obligations, or, in the case of professional advisors, are bound by ethical duties, to keep such Confidential Information confidential consistent with the terms of this Agreement; and (ii) as required by law, in which case, to the extent permitted by applicable law, Recipient will: (a) notify Discloser in writing, (b) provide Discloser with the opportunity to contest such disclosure, and (c) use its reasonable efforts to minimize such disclosure.
8.2 Employees and Representatives; Expiration. Recipient is responsible and liable for its employees’ and representatives’ compliance with this Section 8 (Confidentiality), as if their actions or inactions were an action or inaction of Recipient.
8.3 Duration. The confidentiality obligations set out in this Agreement will remain in force for the entire duration of this Agreement and for a period of two years following its termination.
8.4 Limitations. Further, the confidentiality obligations set out in this Section 8 (Confidentiality) will not apply: (i) ****where the concerned party has given prior written consent to the disclosure; (ii) ****to Confidential Information which has entered the public domain, other than as a result of a breach of this Section 8 (Confidentiality); (iii) where the concerned party can show that the information was obtained, free from any restrictions as to its use or disclosure, from a third party who was free to divulge it; (iv) where the information was developed independently of any information received under this Agreement and by persons who had no access to, or knowledge of, that information; (v) with respect to trade secrets, once such Confidential Information no longer constitutes a trade secret under applicable law.
9. Open Source Software
We may use open source software or libraries (“OSS”) to provide UtopikAI’s Services and to perform our obligations under this Agreement. To the extent required by the licenses covering OSS, the terms of such licenses will apply to such OSS in lieu of this Agreement. However, we will remain responsible for the provision of Services and for all our obligations.
To the extent the licenses applicable to OSS prohibit any restriction with respect to such OSS, such restriction will not apply to such OSS.
To the extent the licenses applicable to OSS require us to make an offer to provide source code or related information in connection with the OSS, such offer is hereby made.
10. Security
UtopikAI will maintain appropriate organizational and technical safeguards for protection, confidentiality and integrity of Customer Data in accordance with Security Measures.
11. Personal Data Processing
11.1 Data Processing Addendum (DPA). Unless specified otherwise in an Order Form, this Agreement incorporates DPA when a data protection law applies to your use of the Services to process Customer Personal Data.
11.2 UtopikAI’s Privacy Policy and DPA. One of the goals of UtopikAI’s Privacy Policy is to provide a simplified explanation of Personal Data processing carried out by UtopikAI on behalf of Customer, with the aim of making these processes easily understandable for Users. Unless otherwise specified, any Customer Personal Data processing is governed by the DPA. In the event of a conflict between DPA and Platform Privacy Policy, DPA shall prevail.
11.3. Transfer of Personal Data to Third-Party Service Providers or External Service Providers. The UtopikAI platform makes Third-Party Provider Services available, such as Foundation Model Provider services. If you decide to enable, access or use Third-Party Provider Services, you authorize UtopikAI to transfer Customer Data, including Customer Personal Data, to the Third-Party Provider of the Third-Party Provider Services in accordance with its functionality and pursuant to DPA. Moreover, the UtopikAI platform enables Customer to write their own code or function into UtopikAI Applications. These may in turn or generate prompts or instructions that may interact with External Provider Services to retrieve external data or write data to external services. You hereby expressly recognize that any usage of External Provider Services might result in a transfer of Personal Data to the provider of the External Provider Services and that you are solely responsible for ensuring that this transfer is made in accordance with its functionality and pursuant to applicable Data Protection Laws.
11.4. Unstructured Personal Data. Personal Data might be sent to UtopikAI by the Customer. By default, if any Personal Data is transmitted to UtopikAI through a Data Source, an AI assistant, a UtopikAI application, or via API, such Personal Data are considered as Unstructured Personal Data. Customer is solely responsible for ensuring that the processing of Unstructured Personal Data, uploaded to UtopikAI’s Services by the Customer or the User, complies with the agreed DPA and applicable Data Protection Laws.
12. Force Majeure
Neither party will be liable for a failure to perform or delay in performing obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure Event.
Any party prevented from performing any obligations due to a Force Majeure Event, will as soon as reasonably practicable after the start of the Force Majeure Event notify the other of the event and of its likely or potential duration and will use reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
If a Force Majeure Event affects a party for a period of ninety (90) days or more, the other will have the right to terminate the Order Form (in whole or in part) by notice in writing at any time after the expiry of such period while the Force Majeure Event continues.
13. Unforeseen Circumstances
In accordance with Article 1195 of the French Civil Code, if an unforeseeable change in circumstances at the time of contract formation renders performance excessively onerous for one party who had not accepted the risk of such a change, that party may request the other contracting party to renegotiate the Agreement. No party shall be obliged to continue to fulfil its obligations during the renegotiation. In the event of refusal or failure to reach an agreement within a reasonable timeframe, each of the parties may terminate the Contract, without incurring any costs.
14. Suspension
We may, by written notice to You, suspend the provision of all or part of the Services if: (i) ****You are in material breach of this Agreement without the possibility of remedy; (ii) ****You are in material breach of this Agreement with the possibility of remedy and fail to remedy such material breach within thirty (30) days after receiving written notice thereof; (iii) We reasonably believe that Your or a User's use of the Services could adversely impact the Services, other customers' or their Users' use of the Services, or the network or servers used to provide the Services; (iv) We reasonably believe that Your or a User's use of the Services could adversely impact services provided by Third-Party Provider such as Foundation Model Provider; (v) there is suspected unauthorised third party access to the Services that might be related to your account or one of your Users' account ; or (vi) We reasonably believe that immediate suspension is required to comply with an applicable law or to protect the integrity of the Services, provided that We will lift such suspension when the circumstances giving rise to the suspension have been resolved. At Your request, We will, unless prohibited by applicable law, notify You of the basis for the suspension as soon as is reasonably possible.
15. Term and Termination
15.1. Term of Agreement. This Agreement shall begin on the Effective Date and shall continue for so long as Customer maintains an active Subscription to the Services or for Subcription Term in as laid out in Order Form or until this Agreement is otherwise terminated in accordance with the terms herein.
15.2. Termination. This Agreement and any Order Form may be terminated by either party upon notice if the other party (i) breaches any material term of this Agreement and fails to remedy the breach within thirty (30) days after being given notice thereof, or (ii) ceases to function as a going concern or to conduct operations in the normal course of business, or (iii) has a petition filed by or against it under any bankruptcy or insolvency laws which petition has not been dismissed or set aside within sixty (60) days of filing. Termination is not an exclusive remedy for breach of this Agreement by either party. Unless otherwise specified in this Agreement, all other remedies will be available to the non-breaching party whether or not the non-breaching party terminates this Agreement for breach by the other party.
15.3. Effect of Termination. Termination of this Agreement will automatically terminate all active Order Forms, but termination of a single Order Form will not result in termination of this Agreement or any other Order Forms. Upon the termination of this Agreement, or an Order Form, all rights and licenses granted by UtopikAI to Customer under this Agreement or the applicable Order Form will terminate. Either party’s termination of this Agreement is without prejudice to any other remedies it may have at law or in equity and does not relieve either Party of liability for breaches occurring prior to the effective date of termination. Neither Party will be liable to the other for damages arising solely as a result of terminating this Agreement in accordance with its terms.
15.4. Customer Data Retrieval Period. Upon any termination of this Agreement, UtopikAI will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days ("Customer Data Retrieval Period”). After such period, UtopikAI will delete all Customer Data and UtopikAI will have no obligation to Customer to continue storing such Customer Data.
15.5. Payment obligations post Termination. If Customer terminates this Agreement for UtopikAI’s uncured material breach, UtopikAI will issue to Customer a prorata refund of Subscription Fees for Services not provided. If this Agreement is terminated for any other reason, within fifteen (15) days after such termination, Customer will pay UtopikAI all remaining Subscription Fees owed through the end of the Subscription Term under any terminated Order Forms.
15.6. Return of Confidential Information. On termination of this Agreement, the Parties will return any Confidential Information of the other together with all copies or permanently destroy all such Confidential Information except to the extent either party is required by any law, regulation, or government or regulatory body to retain any documents or materials.
16. Beta Services
16.1. Beta Service Access. This Section describes the additional terms and conditions under which you may access and use certain features, technologies, and services made available to you by UtopikAI that are not yet generally available, including, but not limited to, any products, services, or features designated or labeled as “alpha,” “beta,” “early access,” “Lab”, “preview,” “pilot,” or similar designation (each, a “Beta Service”).
16.2. Beta Terms. You must comply with all terms related to any Beta Service that UtopikAI posts on its website or provides to you. UtopikAI may add or modify terms, including lowering or raising any usage limits, related to access to or use of any Beta Service at any time. By default, information regarding service level (such as Services’ availability rate), that UtopikAI may have communicated to Customer, do not apply to Beta Services.
16.3. Termination and Suspension of Beta. UtopikAI may suspend or terminate your access to or use of any Beta Service at any time. Your access to and use of each Beta Service will automatically terminate upon the release of a generally available version of the applicable Beta Service or upon notice of termination by UtopikAI.
16.4. Disclaimer. WITHOUT LIMITING ANY DISCLAIMERS IN THE AGREEMENT, BETA SERVICES ARE NOT READY FOR GENERAL COMMERCIAL RELEASE, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, UTOPIKAI PROVIDES BETA SERVICES “AS IS.” UTOPIKAI MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING BETA SERVICES, INCLUDING ANY WARRANTY THAT THE BETA SERVICES WILL BECOME GENERALLY AVAILABLE. EXCEPT TO THE EXTENT PROHIBITED BY LAW, UTOPIKAI DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
17. Free Trials
17.1 Free Trials. UtopikAI may, at its sole discretion, offer a free trial for a limited period of time ("Free Trial"). If you register for a free trial, we will make the Services available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period; (b) the start date of any Subscription; or (c) termination of the trial by us.
17.2 Terms of Free Trials. Free trials are for evaluation purposes only. UtopikAI reserves the right to (a) modify the terms and conditions of any Free Trial offer; or (b) cancel any Free Trial offer; or (c) cancel any Free Trial at any time. By default, information regarding service level (such as Services’ availability rate), that UtopikAI may have communicated to Customer, do not apply to Free Trials.
17.3 End of Free Trials. If you are on a Free Trial, you may cancel at any time until the last day of your Free Trial by following the cancellation procedures outlined in the Subscription section of these Terms. If you or UtopikAI cancel your Free Trial, you acknowledge and agree that we may delete all of your User Content or data associated with the Workspace that was assigned to your Free Trial. If you do not cancel your Free Trial, then your Free Trial will be converted to a paid Subscription at the end of the trial period, and you hereby authorize us to charge your payment method for continued use of the paid Service under such Subscription. Thereafter your Subscription may be canceled in accordance with the Section 6 (Subscription) of these Terms.
18. Indemnification
18.1. Indemnification by UtopikAI. UtopikAI will: (i) defend Customer against any third-party claim, excluding claims related to Third-Party Provider Services and/or External Provider Services, alleging that the Services infringe upon that party’s patent, copyright, or trade secret enforceable in the country where Customer purchased the Service from UtopikAI (“Claim”); and (ii) indemnify Customer by paying: (a) the resulting costs and damages finally awarded against Customer by a court of competent jurisdiction to the extent that such are the result of the third party Claim; or (b) the amounts stated in a written settlement negotiated and approved by UtopikAI. In addition, should any Service become, or in UtopikAI’s opinion be likely to become, the subject of a Claim, UtopikAI may, at its expense and in its discretion: (1) obtain a right for Customer to continue using the affected Service; (2) modify the affected Service to make them non-infringing; (3) replace the Service with non-infringing substitutes; (4) provide a reasonable depreciated or pro rata refund for the affected Service; or (5) discontinue the Services and refund the portion of any prepaid Service fees that corresponds to the period of Services discontinuance. Except as otherwise provided by law, this clause states Customer’s exclusive remedies for any third party intellectual property claim relating to the Services, and nothing in this Agreement or elsewhere will obligate UtopikAI to provide any greater indemnity. Limitations. UtopikAI shall have no obligation under clause above: (i) if Customer is using Services outside the scope of Customer’s Subscription Plan, is in material breach of this Agreement or in violation of applicable law; or (ii) for any Claim resulting or arising from: (a) any combination, operation or use of a Service with any other products, services, items, or technology, including Third-Party Provider Services or External Provider Services not recommended or provided by UtopikAI ; (b) use for a purpose or in a manner for which the Service was not designed, or use after UtopikAI notifies Customer to cease such use due to a possible or pending Claim; (c) any modification to Services performed by any person other than UtopikAI or its authorized representatives; (d) any modification to the Service made by UtopikAI pursuant to instructions, designs, specifications or any other information provided to UtopikAI by or on behalf of Customer; (e) use of any previous version of a Service when an upgrade or newer iteration of the Service made available by UtopikAI would have avoided the infringement; (f) services provided by Customer (including Claims seeking damages based on any revenue or value Customer derives from Customer’s services); or (g) any data or information that Customer or a third party records on or utilizes in connection with the Services.
18.2. Indemnification by Customer. Customer will defend and indemnify UtopikAI from and against any losses, liabilities, damages, demands, suits, causes of action, judgments, costs or expenses (including court costs and reasonable attorneys' fees) arising out of or relating to (1) Customer’s use of the Service in a manner that infringes the Intellectual Property Rights of any third party (excluding any infringement claim for which UtopikAI is responsible under Section 18.1); (2) Customer’s violation of law or privacy rights attributable to Customer Data; (3) UtopikAI’s processing of Customer Data, except to the extent UtopikAI’s processing is in breach of this Agreement; and (4) any claim relating to Customer Data that engages the responsibility of Customer.
18.3. Indemnification Procedure. Each party’s obligations under this Section shall be valid only if the party requesting indemnification: (a) gives notice to the indemnifying Party of any claim promptly upon becoming aware of the same; (b) gives the indemnifying Party the sole control of the defense and settlement of any claim and does not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the said claim or action except upon the express instructions of the indemnifying party; and (c) provides to the indemnifying Party such assistance as it shall reasonably require in respect of the conduct of the said defense.
18.4. Settlement. Neither Party may settle a claim that results in liability or admission of liability by the indemnified Party without the indemnified Party’s written consent.
19. Limitations of Liability
19.1 Liability. For all claims of either party to the other for damages under or in connection with this Agreement, whatever the legal basis (including tort) may be, the following shall apply: Unlimited Liability. Nothing herein shall exclude or limit liability for: (i) death or personal injury resulting from negligence; (ii) fraud or fraudulent misrepresentation; or (iii) misappropriation or infringement of UtopikAI’s or its Affiliates’ intellectual property rights; (iv) timely fulfillment of payment obligations; or (v) any other liability that cannot be excluded by mandatory laws. Limitations. Neither party shall be liable for: (i) loss of profit, income or revenue; (ii) loss of use of systems or networks; (iii) loss of goodwill or reputation; (iv) loss of, corruption of or damage to data, software or media; (v) recovery or reinstallation of data or programs; or (vi) special, indirect or consequential loss or damage. Prevention and Mitigation. Customer undertakes (i) that they have technical measures and processes in place to prevent and mitigate damages in line with Customer’s business and data protection requirements; (ii) that they perform or otherwise have access to regular backups of Customer data; (iii) that they monitor the availability and performance of their systems during the performance of Services; (iii) that they will promptly react to messages and alerts received by UtopikAI; and (iv) that they will promptly report any identified issue to UtopikAI. In case of data losses, UtopikAI UtopikAI shall be liable for the effort to recover the available and recoverable data which would have accrued if Customer had appropriately backed up or mirrored its data.
19.2 Damages Cap. EXCEPT FOR FEES PAYABLE, LIMITATIONS, AND DIRECT DAMAGES RESULTING FROM A WILLFUL BREACH OF CONFIDENTIALITY, INTELLECTUAL PROPERTY, OR PERSONAL DATA PROTECTION OBLIGATIONS UNDER THIS AGREEMENT, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED 100% OF THE SUBSCRIPTION FEES PAID AND/OR PAYABLE BY CUSTOMER TO UTOPIKAI DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM. MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. THIS CAP APPLIES ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
19.3 Basis of the Bargain. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY UTOPIKAI TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT.
20. General Provisions
20.1 Waiver. The waiver by either party of a breach or default of any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.
20.2 Notices. All notices must be in writing and in English and will be deemed given only when sent by mail (return receipt requested), hand-delivered, or sent by documented overnight delivery service to the party to whom the notice is directed. Notice to Customer shall be provided to the mailing address or email address You provide when completing your Order Form or registering your UtopikAI account and notice to UtopikAI shall be sent to UtopikAI’s headquarter office mailing address, Attn: Legal Team (or to such other address as to which the other party has been notified). Despite any of the foregoing, notices of updates to license terms, Personal Use Terms of Service, Privacy Policy or other terms of any UtopikAI product or service accessed may be delivered by UtopikAI posting such updates on its website or through in-product message.
20.3 Severability. If any provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.
20.4 Assignment. Customer may not assign this Agreement without UtopikAI’s prior written consent, and any attempt to do so is void. Notwithstanding the foregoing, either party may assign this Agreement to an Affiliate or in connection with a merger, acquisition, corporate re-organization, or sale of all or substantially all of its assets to which this Agreement relates; provided that, in Customer’s case, Customer will be required to get UtopikAI’s prior written consent and complete UtopikAI’s assignment process. This Agreement is binding upon and inures to the benefit of the parties’ permitted successors and assigns.
20.5 Headings. Headings to paragraphs or sections in this Agreement are for the purpose of information and identification only and shall not be construed as forming part of this Agreement.
20.6 Governing Law; Jurisdiction. This Agreement and any dispute or claim (whether contractual or non-contractual) arising out of or in connection with it, its subject matter or formation, will be governed by and construed in accordance with the laws of France without regard to the conflict of law provisions thereof. The sole jurisdiction for all disputes relating to this Agreement shall be Paris, France.
20.7 Legal Fees. If any legal action or other proceeding is brought to enforce the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable legal fees and other costs incurred in the action or proceeding, in addition to any other relief to which the prevailing party may be entitled.
20.8 Independent Contractors. The parties agree that each is an independent contractor and neither party has the right or authority to assume or create any obligation or responsibility on behalf of the other party.
20.9 Amendments. We may amend this Agreement, including any Supplementary Terms, from time to time, in which case the new Agreement will supersede prior versions. Your continued use of the Services following the effective date of any such amendment may be relied upon by UtopikAI as your consent to any such amendment.
20.10 Survival. In accordance with article 1230 of French Civil Code, which shall apply, all provisions of the terms which should survive, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability, as well as Sections A, B, C, 1.8, 1.10, 2, 6, 8, and all accrued rights to payment, shall survive after termination or expiration of this Agreement.
20.11 Electronic Signature. The Agreement may be signed by the duly authorized representatives of the Parties by electronic signature. The parties acknowledge the reliability of this process, which confers on it the same legal value as a handwritten signature within the meaning of the law.
20.12 Entire Agreement. THIS AGREEMENT, INCLUDING ALL AGREED ATTACHMENTS, ORDER FORM, ADDENDUMS, SCHEDULES, AND EXHIBITS, CONSTITUTES THE COMPLETE AND EXCLUSIVE UNDERSTANDING OF THE PARTIES, AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS SALES PROPOSALS, NEGOTIATIONS AND AGREEMENTS, AND ALL OTHER REPRESENTATIONS OR COMMUNICATIONS, WHETHER ORAL OR WRITTEN, WITH RESPECT TO THE SUBJECT MATTER HEREOF. THIS AGREEMENT SHALL APPLY IN LIEU OF ANY TERMS AND CONDITIONS IN ANY CUSTOMER REGISTRATION FORM OR REGISTRATION PORTAL, CUSTOMER’S PURCHASE ORDER OR OTHER ORDER DOCUMENT THAT YOU PROVIDE AND ALL SUCH TERMS ARE EXPRESSLY REJECTED AND SHALL NOT BE CONSIDERED AN AMENDMENT TO THIS AGREEMENT.
