General Terms and Conditions

The following terms are used as defined below:

“Website” or “Service”: the website xandimmersion.com and all its pages.
“Publisher”: X&Immersion, 64 rue Pergolèse 75016 Paris – France, responsible for publishing the website and its content.
“User”: the internet user visiting and using the Services of the Website.
“Content”: means all information published on the Publisher’s Website, namely logos, text, images, photos, videos.
These General Conditions of Use (hereinafter called the “GCU”) have been drafted by the Website Publisher. Users of the Website are requested to read these GCU carefully, and to print them out and/or save them on a durable medium. Users acknowledge that they have read the GCU and accept them in full without reservation.The present General Conditions (hereinafter “the GCS”) are intended to govern the relationship between you (hereinafter “the User” or “the Customer”) and the company X&IMMERSION (hereinafter “X&IMMERSION” or “the Company”).

X&IMMERSION is a simplified joint stock company, with a capital of 1 128 euros, whose registered office is located at Bureau 413, 157, boulevard Macdonald - 75019 Paris, registered with the Registre du Commerce et des Sociétés de Paris, under number 898 128 699, in the person of its president, Mr ALEXANDRE FOLLIOT.

The General Terms and Conditions were updated on October 30, 2024.

Section 1 - Introductory remarks

The purpose of these GTS is to determine the terms and conditions under which the Company grants the Customer a personal, non-exclusive and non-transferable license to the API and the API Documentation, as these terms are defined in article 2.

The characteristics and specifications of the API, as well as all other special conditions, are set out in the Quotation sent by the Company to the Customer.

These General Terms and Conditions may not be modified under any circumstances. However, in the event of any contradiction between the provisions of the Quotation and those of these GTS, the provisions of the Quotation shall prevail.

The Quotation and the GTS form an indivisible whole, and together, including any annexes, constitute the contract between the Company and the Customer, by virtue of which the Company grants the Customer the right to use the API.

Consequently, acceptance of the Quotation constitutes full and complete acceptance of these GTS.

Section 2 - Definitions

For the purposes of these GTS, and unless the context requires a different interpretation, the Parties intend to give definitions to the terms listed below, whether they are used in the plural or in the singular.

“API” - Refers to the Application Programming Interface (API) of the Software developed by the Company; which interface is used to make the Software available to the Customer, in accordance with the terms hereof.

“Anomalies” - Refers to any bug or malfunction of the API which has a negative impact on the Customer's use of the API, i.e. certain functionalities do not function or function in a degraded manner, or the Customer is forced to use workarounds instead of the normal procedures to implement an API functionality.

Anomalies may, under the terms hereof, be of different levels of severity:

• “Minor Anomaly” - Refers to any Anomaly that is neither a Major Anomaly nor a Blocking Anomaly. In particular, a Minor Anomaly refers to malfunctions that prevent the normal use of non-essential API functionalities, or that generate a non-significant slowdown in the operation of the API.
• “Major Anomaly” - Refers to an Anomaly that significantly disrupts the use of the API, without constituting a Blocking Anomaly.
• “Blocking Anomaly” - Refers to an Anomaly that makes it impossible to use all or a significant part of the API.

“Assistance” - Refers to the services provided by the Company and consisting of answering questions relating to the operation of the API sent to it by the Customer. Requests for Assistance do not entail any modification of the API, and do not concern the handling of Anomalies.

“Generated Content” - Refers to all elements, in particular text and/or audio, generated by the Software following the sending of Requests by the Customer via the API. The Generated Contents are transmitted in return by the Software, via the API, to the Customer, who may freely store, modify, adapt and exploit them.

“Customer” - Refers to the Company's customer, i.e. the natural or legal person to whom the Company has sent a Quotation, which has been or is in the process of being accepted.

“Contract” - Refers to the combination of the Quotation on the one hand, and these GTS on the other.

“Quotation” - Refers to the quotation sent by the Company to the Customer in order to propose the conclusion of the Contract, and including all the particular conditions of the Contract, including the Software(s) concerned, the duration of the license and its price.

“Documentation” - Refers to the user manuals and/or any other technical, design and user documents that describe the operation of the API and/or the Software, including their specifications and instructions, in order in particular to help the Customer to access and use the API. The Documentation is provided in English, and is supplied exclusively in electronic form. The Company updates the Documentation as the Software and/or API evolve, and sends new versions to the Customer.

“Software” - Refers to the software named ‘Diagen’ or ‘Ariel’ or ‘Geppetto’, which is developed by the Company and made available to its customers via the API. The Software features a number of functions, including the automatic generation, by artificial intelligence, in real or delayed time, of dialogue lines and their pronunciation.

“Corrective Maintenance” - Refers to the correction of API failures or anomalies existing in the original version of the API or resulting from API modifications resulting from Evolutionary Maintenance.

“Evolutionary Maintenance” Refers to subsequent updates and/or developments and evolutions (including new functionalities) of the API, carried out by the Company at its sole discretion.

“Artificial Intelligence Models” - Refers indiscriminately to Voice Models, Text Models and Animation Models developed by the Company and then trained using data provided by the Customer.

“Animation Model” - Refers to the artificial intelligence model developed by the Company and accessible by the Customer through the API, capable of generating facial animations of virtual characters (speech, facial expressions, emotions, etc.) on the basis of instructions addressed by a dedicated tool provided in part by the Company.

“Text Model“ - Refers to the artificial intelligence model developed by the Company and accessible by the Customer through the API, capable of generating text, in particular dialogues on the basis of instructions (”prompts") written by the Customer.

“Voice Models” - Refers to the model generated by the Company, from voice recordings of a natural person supplied by the Customer, of said person's voice or those created by the Company; said model being integrated within the Software in order to contribute to the creation of Generated Content incorporating said voice.

“Work” - Refers to the final product, and all its direct derivative versions, created by the Customer within the framework of the Contract.

The Parties intend to specify that the Voice Models are integrated by the Company within the Software for use by the Customer, via the API; however, the Voice Models are not directly provided to the Customer, and remain the sole property of the Company.

“Party” - Refers to either the Customer or the Company, or the Customer and the Company together.

“Request” - Refers to any series of instructions formulated by the Customer and addressed to the Software via the API, in order for the Software to proceed with the generation of Generated Content.

“Company” or ‘X&IMMERSION’ - Refers to the simplified joint stock company X&IMMERSION, with capital of 1,128 euros, whose registered office is located at Bureau 406, 157, boulevard Macdonald - 75019 Paris, registered with the Paris Trade and Companies Register under number 898 128 699, represented by its president, Mr. ALEXANDRE FOLLIOT.

“User” - Refers to the Customer's natural persons having the right, through an individual and personal account, to access and use the API under the conditions described in this Contract.

Section 3 - License

3.1 - Scope of the license

The Company grants the Customer a personal, non-exclusive, non-assignable and non-transferable license, for the duration of the Agreement and for the entire world, to access and use the API under the conditions set out in this Agreement.

The Customer acknowledges that all intellectual property rights attached to the API (including rights to any improved, revised, new, corrected or modified version), to the Software and to the Documentation, both of the Software and of the API, remain the exclusive property of the Company.

Consequently, the Customer shall refrain from claiming, for any reason whatsoever, rights to the Software, the API or their Documentation, or from challenging, directly or indirectly, the validity of the Company's rights to the Software, the API and their Documentation, for the entire duration of the Contract.

The Content generated becomes the exclusive property of the Customer, under the conditions set out in article 8 of the GCS.

3.2 - Duration of license and contract

This license is granted for the strict duration of the Contract, as set forth in the Quotation. Unless otherwise stipulated in the Quotation, the duration of the Contract is 12 (twelve) months.

This license terminates automatically upon completion of the Contract, for any reason whatsoever.

It is specified that the Contract comes into force as of the date on which the Quotation signed by the Customer is delivered to the Company. The Contract is concluded for the initial term stipulated in the Quotation, and is renewed by tacit agreement for successive periods of 12 (twelve) months, unless terminated by one of the parties at least 1 (one) month before the anniversary date.

3.3 - Territories

This license is granted worldwide.

3.4 - Number of Users

This license is granted for the number of Users stipulated in the Quotation. In the absence of any stipulation in the Quotation, the license is granted for 1 (one) User in the context of the production of a given Work.

Each User must create an individual and personal account in order to access and use the API.

Section 4 - Company Obligations

3.1 - Availability of the API

The Company undertakes to make the API available to the Customer, from the date of availability specified in the Quotation.

The API will be made available by transmitting :

• A link enabling the Documentation to be downloaded and/or consulted;
• A link enabling the creation of API connection identifiers;
• A link to access the API.
• Directly from the web platform maintained by X&IMMERSION

3.2 - API maintenance

The Company undertakes to maintain the API and to provide the Customer with technical assistance in the use of the API, under the conditions set out in article 7 of these General Terms and Conditions.

3.3 - Generating Voice Models

Upon written request from the Customer, the Company undertakes to generate the Voice Models within 10 (ten) working days from the date of the request.

To this end, the Customer will provide the Company with the following items:

• One or more audio recordings of the voice of the person whose voice is the subject of the Vocal Model.
• The Customer will provide an initial recording with a neutral tone, then a recording for each desired tone of voice (e.g. joy, anger, weariness, etc.).
• Each of these recordings must be at least 30 (thirty) minutes long, and must contain exclusively the voice of the person concerned.
• The voice must be recorded crystal-clear, with no background noise, interference, noise pollution or any other noise likely to alter the generation of the Vocal Model.
• Recordings must be supplied in one of the following formats: MP3, WAV.

The aforementioned period will only begin to run once the Company has received all the elements required to generate the Voice Model. If necessary, the Company may ask the Customer to supply new recordings.

The Customer expressly acknowledges and accepts that, prior to any request for the generation of one or more Voice Models, it is the Customer's responsibility to seek and obtain all necessary rights and authorizations, in particular the right to exploit the personality attributes of the person whose voice is used for the purposes of generating the Voice Model, in accordance with the provisions of article 11.2 of these GCS.

3.4 - Generating Text Models

The Company undertakes to generate the Text Templates, upon written request from the Customer, within 10 (ten) working days from the date of the request.

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To this end, the Customer will provide the Company with the following:

• Documents detailing the characters, dialogues and context of the game, such as character descriptions, existing dialogue scripts, as well as information on the game world and its lore.
• Specific information on the characters, including their emotions, behaviors, personality traits and possible evolutions over the course of the game, to enable a faithful and nuanced representation in the generated dialogues.
• Elements relating to the game experience, such as historical references or any other aspect specific to the game universe, to ensure cultural and narrative coherence in generated dialogues.
• A dataset of character question/answer pairs, reflecting typical in-game exchanges, in CSV format. This file should contain the columns “Question”, “Answer”, “Character”, and “Context” to provide indications of the intent of each dialogue and its relevance to the game world.

Documents should provide sufficient detail to ensure that Text Templates can faithfully reproduce the dialogue style and world of the game, while covering different variations in character tone or attitude (e.g. friendly, threatening, ironic, etc.). Documents must be at least 10,000 (ten thousand) words long, and free of errors that could alter the generation of the Text Template.
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The above-mentioned deadline will only begin to run once the Company has received all the elements required to generate the Text Template. If necessary, the Company may ask the Customer for additional information to complete or refine the data provided.
The Customer expressly acknowledges and accepts that, prior to any request to generate one or more Text Templates, it is the Customer's responsibility to seek and obtain all necessary rights and authorizations, in particular the rights to use the elements relating to the characters and the game universe, in accordance with the provisions of article 11.2 of these GTS.

Section 5 - Customers Obligations

3.1 - The Customer shall be responsible for :

• The management, administration and control of the use of the API by its personnel, as well as the correct application of any ordinary procedures established by the Company;
• Using the API in accordance with the procedures described in the Documentation;
• Limiting access to the API to authorized Users only, and taking all necessary measures to prevent unauthorized third parties from accessing the API;
• Adopting and implementing emergency, restart, backup and data recovery procedures in the event of failure or error;
• Obtaining and maintaining all hardware, equipment and ancillary services necessary to use the API, including but not limited to all computer hardware, operating systems, servers, internet connections and third-party software necessary for the proper use of the API,
• The installation, at its own expense, of updates and/or corrections, and more generally of any new version of the API supplied by the Company;
• Backing up all Content generated via the API.
• Implementing the Content Generated in any work developed by the Customer.

3.2 - To enable the Company to provide the Assistance and Corrective Maintenance services, the Customer undertakes to:

• Transmit without delay to the Company any reports of malfunctions encountered in the use of the API, in order to enable the Company to reproduce and study these malfunctions;
• Provide any subsequent information and data requested by the Company, to enable it to carry out corrections and/or update versions;
• Respect the written instructions sent by the Company concerning the API and its use.

3.3 - In addition, the Customer undertakes to:

• Not to seek, in any way, to access the source code of the API, in particular through reverse engineering, decompilation, disassembly or any other process allowing access to or reconstitution of the source code;
• Not to authorize access to the API to third parties, in particular its own subcontractors, and not to distribute the API in any way whatsoever to third parties, unless it has received prior authorization from the Company to do so,
• Not to copy or reproduce, except for strictly necessary back-up purposes, all or part of the API, its Documentation and all related elements;
• To take all necessary measures to ensure the security and preservation of access to the API, in particular the adoption of an appropriate policy for the security of its equipment, passwords, information systems and files, including backups, and, more generally, all measures necessary for the security of its computer systems.

Section 6 - Financial Conditions

6.1

The Customer undertakes to comply with the financial conditions set out in the Quotation, and in particular to pay all sums due to the Company. In the absence of a Quotation, the Customer undertakes to comply with the financial terms of the direct debit authorizations.

The Customer benefits from a monthly license with no time commitment, which enables him to cancel his subscription at any time, at no additional cost. However, the Customer accepts that the license fee will be debited automatically on the 5th day of each month.
Any month begun is due in full, and no refund or prorata temporis will be granted in the event of interruption of the subscription during the month. The Customer thus undertakes to honor the monthly payment for each month started.

If the Customer has not subscribed to a license, the Company undertakes to issue, in accordance with the quotation, one or more invoices to the Customer.  Unless disputed, invoices issued by the Company must be paid by the Customer within thirty (30) days of their date of issue.

In the event of late payment, the Customer will be liable for late payment penalties equivalent to three times the current legal interest rate per day of delay, as well as a fixed indemnity of 40 euros, in accordance with article L441-10 of the French Commercial Code.

Where applicable, the sums due by the Customer will be increased by any applicable taxes, in particular value-added tax (VAT).

6.2

In the event of non-payment by the Customer of one or more invoices, the Company reserves the right to temporarily suspend all or part of the Customer's access to the API until the situation has been rectified, which the Customer expressly acknowledges and accepts.

To this end, the Company will send the Customer a written warning informing the Customer that, failing payment of the invoice(s) due within 7 (seven) calendar days, the Customer's access to the API will be cut off. The Customer expressly waives any liability on the part of the Company in this respect.

The Company undertakes to restore the Customer's access to the API within 2 (two) working days from receipt of payment of the amounts due.

Section 7 - Maintenance

The Company undertakes to provide Evolutive Maintenance, as well as Support and Corrective Maintenance for each version of the API used by the Customer during the term of the Contract.

The Customer acknowledges and accepts that the API and/or the Software may be unavailable during Maintenance periods.

Insofar as possible, the Company undertakes to inform the Customer in advance of any Maintenance periods likely to affect the availability of the API and/or the Software.

Outside scheduled Maintenance hours, the Company undertakes to guarantee a monthly availability rate for the API and its functionalities of at least 97% (ninety-seven percent).

7.1 - Evolutive Maintenance

The Company undertakes to keep the Customer regularly informed of its Evolutionary Maintenance operations, by any written means.

The Customer may propose to the Company that it take charge of the development of new functionalities, which will then fall within the scope of Evolutionary Maintenance. The Company remains entirely free to accept or refuse such requests.

Developments carried out by the Company under Evolutive Maintenance will be subject to the Contract under the same conditions as the Software.

The Customer may, at any time, request the Company to implement new elements or functionalities within the API. However, should such requests represent a substantial workload for the Company, due to the complexity and/or importance of the request, the Company may inform the Customer.

In this case, the Parties will negotiate in good faith in order to agree on the terms and conditions of this development, which may in particular be the subject of financial compensation paid by the Customer to the Company. The Parties undertake, if necessary, to record their agreement in a new Quotation or in a separate contract.

Failing agreement between the Parties, the Customer's initial request may not be considered as included in the Evolutive Maintenance, and the Company may not be held liable for non-acceptance of this request.

7.2 - Assistance and Corrective Maintenance

Assistance and Corrective Maintenance will be provided during the working days and hours of the Company's staff, by putting on line the changes and corrections made by the Company to the API, in accordance with the following procedures:

• Assistance (technical support): The Company undertakes to provide the Customer's staff with the technical support required for the proper use of the API and to provide all the information required to use the API.
  

This Assistance is provided by telephone or by exchange of e-mails, or by any other means of digital communication used by the Parties, in particular any instant messaging software such as Teams or Slack, from Monday to Friday inclusive, from 9:00 am to 6:00 pm (Paris time).

Requests for Assistance must be made using the following contact details:

• Mail: contact@xandimmersion.com
  
• Telephone: 09 73 37 16 46
  

• Corrective Maintenance: The Company undertakes, for the duration of the Contract, to correct Anomalies affecting all or part of the API. The Company undertakes to acknowledge receipt of any report made by the Client within 2 (two) working days.
  

All Anomaly reports must be sent by e-mail to the Company at the following address: contact@xandimmersion.com. The Client undertakes to include, in the e-mail reporting the Anomaly, all the information required for the Company to deal with the Anomaly, in particular any error report, description of the conditions under which the Anomaly occurred, etc.

The Company undertakes to correct Anomalies within the following timescales, from the date on which the Company acknowledges receipt:

• Minor Defect: within 7 (seven) working days;
  
• Major Anomaly: within 5 (five) working days;
  
• Blocking anomaly: within 3 (three) working days.
  

The Customer hereby accepts that the API may not be accessible during maintenance operations.

7.3 - Exclusions

Maintenance does not include any work required to correct or eliminate any API malfunction resulting from :

• Any fault or negligence on the part of the Customer;
  
• Any use of the PLC that does not comply with the prior written instructions given by the Company;
  
• Defects or faults in third party software and/or equipment;
  

In the event that the Anomalies reported in writing by the Client to the Company are related to inappropriate or incorrect use of the API and/or third party products (both hardware and software), or in the event that these Anomalies are being investigated by the Company, the services provided by the Company may be invoiced separately to the Client on the basis of the rates charged by the Company and applicable on the day of the request for technical assistance.

All the terms and conditions of the Contract will apply to updates and corrections as well as to new versions of the API.

Section 8 - Requests and content generated by the API

‍8.1 The Customer may send the API 1 Million characters to the Voice Models and 2 million characters to the Text and Animation Models per month, it being specified that the number of characters is counted from the first to the last day of the calendar month.

If this threshold is exceeded, the Client will be notified and the Client's generation rights may be reassessed.

The Company undertakes to provide the Customer, on request, with a statement of account detailing the number of characters sent during the current month, as well as the invoicing terms and conditions applicable thereto.

8.2 By express agreement between the Parties, the Content Generated, as this notion is defined in article 2 of these GCS, is the exclusive property of the Customer.

The Parties expressly declare that, due to the fact that they are elements generated by software, the Generated Content does not give rise to any copyright.

It is the Customer's responsibility to take all necessary steps to safeguard and preserve the Content Generated. The Client expressly acknowledges and accepts that the Company cannot be held liable in the event of the loss, destruction or alteration of the Content Generated.

Section 9 - Assignment and sub-licensing

The Customer expressly acknowledges that it has only a simple right of use and undertakes not to transfer, assign or grant, whether free of charge or against payment, all or part of the rights covered by the Contract, or to make the API and/or the Documentation available to third parties, in any form whatsoever and for any reason whatsoever, including for non-commercial purposes.

Without prejudice to the non-transferable nature of this licence, it is however expressly agreed between the Parties that the Customer may make the API available to its sub-contractors and external service providers who may need access to the API as a result of their participation in the creation of the Work, subject to the following conditions:

• The Client undertakes to seek the Company's prior written approval, it being understood that the Company's silence within a period of 14 (fourteen) days will be deemed to constitute tacit refusal;
  
• The Customer undertakes to require its subcontractors and service providers to comply with all the obligations arising from this Agreement, in particular the obligation to destroy the API and the Documentation.
  
• In any event, the Customer's subcontractors may not authorise their own subcontractors to use the API, the Customer's subcontractors being guarantors of compliance with this obligation.
  

The Customer guarantees to the Company, within the meaning of article 1204 of the French Civil Code, compliance with the provisions of the Contract by any person to whom the Customer has given access to the API and/or the Documentation.

In any event, it is expressly understood that this provision does not entail any transfer of ownership of the API, Documentation or related rights to the said subcontractors and service providers.

Section 10 - Liability

The Company, including its directors, employees and representatives, may not be held liable for (a) any error, loss or corruption of the Client's data, in particular affecting the Content Generated, (b) in the event of indirect damage affecting the Client as a result of the performance of this Contract, (c) for any matter or aspect beyond the Company's reasonable control.

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In any event, and in the event that the Company is held liable for any reason whatsoever in connection with this Contract, including, but not limited to, on the basis of warranties given by the Company pursuant to article 11 of these GCS, the Company's liability may not exceed, including any associated costs and any compensation to be paid by the Company to the Client, an amount greater than the sums paid by the Client to the Company during the 12 (twelve) months prior to the act which gave rise to the Company's liability.

Section 11 - Guarantees

11.1 - Guarantees given by the Company

The Company guarantees the Client that it is the sole owner of the intellectual property rights attached to the API and the Software, or that these rights have been duly granted to it.

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The Company guarantees the Client peaceful enjoyment of the API for the entire duration of the contract.

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The Company guarantees the Customer that, to its knowledge, neither the API nor the Software contain any reproduction or reminiscence likely to infringe the rights of third parties and to give rise to attacks for plagiarism and/or counterfeiting.

11.2 - Guarantees given by the Customer

The Client guarantees the Company that it has obtained, through written agreements, the right to exploit the personality attributes of the person or persons whose voice is the subject of a Voice Model.

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The Client acknowledges that the Voice Model technology developed by the Company is likely to raise ethical, moral and legal issues and, as a result, declares that it has read and undertakes to comply with the model Charter of Ethics for Voice Models drawn up by the Company, which is reproduced in Appendix 1 of the GTS.
The Client guarantees the Company against any action or claim, judicial or extrajudicial, from any of the persons whose voice is the subject of a Vocal Model.

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More generally, the Client guarantees the Company that it is the sole owner or that it has duly obtained all the necessary rights relating to any data that it transmits to the Company in order to contribute to the training of the Software, regardless of the type, nature or form of said data.

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Consequently, the Client will bear all costs and expenses, including legal costs and lawyers' fees, incurred by the Company in connection with any action relating to this Agreement, as well as the full amount of any settlement payments and/or damages that the Company may be ordered to pay as a result. Throughout the duration of any such action, the Client undertakes to cooperate and collaborate with the Company to enable it to establish its defence.

11.3 - Mutual guarantees

The Client and the Company each remain solely liable for any damage resulting from a pre-existing breach of contract. In general, the Client and the Company declare and guarantee each other that they:

• That they are in good standing under French law and have all the powers and authority to sign and perform the Contract;
  
• That the signature of the Quotation and the performance of the Contract have been validly authorised by its competent bodies and do not, and will not, result in the breach, termination or modification of any of the terms or conditions of any contracts or acts to which it is a party and that this Contract is not in conflict with any provision of said contracts or acts;
  
• That, to their knowledge, no legal action has been or is about to be brought against them.

11.4

The Company and the Customer acknowledge that they are liable for the aforementioned declarations and hereby agree to reimburse any sums charged to the other Party as a result of the inaccuracy of the aforementioned declarations.

Section 12 - Confidentiality

12.1 Confidential Information’ means any information, knowledge, documents (including this Agreement) communicated by one Party (the “ Sending Party ”) to the other Party (the “ Receiving Party ”) in the context of the performance of the Agreement of any nature whatsoever, in particular of an intellectual (software, products, studies, analyses, projects, systems, methods, techniques, technologies, strategies, processes, know-how, developed by one of the Parties or other information whether or not covered by an intellectual property right), technical, scientific, contractual, social, organisational, administrative, statistical, financial, economic and/or commercial.

12.2 Confidential Information does not include any information for which either of the Parties can provide proof:

1. that it fell into the public domain prior to the entry into force of this Agreement or thereafter by a means other than the breach of its confidentiality undertaking provided for herein; or
   
2. it was already known to it prior to communication by the Sending Party; or
   
3. it was lawfully received from a third party without restriction or breach by that third party of an obligation of confidentiality towards the Sending Party; or
   
4. that it is the result of internal work undertaken in good faith by personnel of the Receiving Party who have not had access to Confidential Information; or
   
5. its use and disclosure have been authorised in writing by the Sending Party.

12.3 The Receiving Party undertakes to ensure the confidentiality of the Confidential Information, in particular :

1. to keep and treat the Confidential Information in strict confidence, with the same care and protection that it gives to its own Confidential Information of the same nature;
   
2. not to reproduce or communicate the Confidential Information, in whole or in part, to third parties;
   
3. to use the Confidential Information solely for the purposes of the proper performance of the Contract;
   
4. to transmit the Confidential Information only to those members of its staff, its advisers, its subcontractors and its representatives who absolutely need to know this information in order to perform the Contract. In the context of this communication, the Receiving Party undertakes to take all necessary measures to ensure that the present confidentiality agreement is respected by the above-mentioned persons for whom it is responsible;
   
5. to cease immediately, at the express, prior and written request of the Sending Party, any use of the Confidential Information and to return to the Sending Party or destroy at its request all documents or media containing Confidential Information as well as any reproduction thereof without thereby being released from its confidentiality and non-disclosure undertaking.

12.4 However, the Receiving Party may disclose the Confidential Information in the following cases:

1. the use or disclosure of the Confidential Information has been authorised in writing by the Sending Party ;
   
2. the Confidential Information is the subject of a request by an administrative authority or must be disclosed pursuant to a law, decree, regulation or court order.
   
3. Such disclosure is limited to that part of the Confidential Information which is the subject of this obligation, it being specified that the Receiving Party undertakes, provided that this is legally possible, to inform the Issuer prior to any disclosure;
   
4. its insurance broker, legal advisers, statutory auditors, auditors and tax and social security bodies in the event of an audit.

12.5 The provisions of this Article shall remain in force for the duration of the Contract and for three (3) years from its expiry or termination for any reason whatsoever in accordance with the terms hereof.

Section 13 - Force Majeure

Neither of the Parties may be held liable, vis-à-vis the other, for non-performance or delays in the performance of their obligations under this Contract, which are directly due to the occurrence of a case of force majeure as usually defined by case law and by the French courts, i.e. an external, unforeseeable and insurmountable event.

The Party affected by a case of force majeure (’ the Affected Party ’) must inform the other Party, by any written means, as soon as possible and at the latest within 72 (seventy-two) hours of the occurrence of the event of force majeure. This communication will be an opportunity for the Affected Party to provide its co-contractor with all relevant information, particularly as regards the nature and extent of the external and unforeseeable event suffered. The Affected Party will do its best to resume its obligations as soon as possible.

The other Party will have a period of ten (10) days in which to note this and make any observations, if necessary.

Each of the Parties reserves the right to terminate this Contract by registered letter with acknowledgement of receipt, with immediate effect, if an event of Force Majeure prevents the Affected Party from properly fulfilling any of its obligations hereunder for a period of more than 90 (ninety) calendar days.

Section 14 - Completion of the contract

14.1 The Agreement terminates in the event of termination by one of the Parties in accordance with the conditions set out in Article 3.2 of the GCS.

14.2.1 The Agreement may be terminated at any time by mutual agreement between the Parties.

14.2.2 The Customer may request suspension of the Contract for an indefinite period at any time, by written request. Any calendar month started is due.

The request for suspension must be repeated at intervals of 6 (six) months, failing which the data stored by the Company on behalf of the Client may be deleted, in application of the recommendations of the RGPD, relating to data storage.

14.3 This Agreement may be terminated as of right by either Party, solely in the event of non-performance by the other Party of one of the obligations mentioned herein.

The aggrieved Party shall inform the other Party of the facts constituting the breach by registered letter with acknowledgement of receipt, which shall be deemed to constitute formal notice. The defaulting Party will then have a period of 30 (thirty) days following receipt of this notification in which to fulfil its obligations, provide any useful explanations and remedy the observed breach or provide proof of an impediment resulting from a case of force majeure by registered letter with acknowledgement of receipt.

If the defaulting Party fails to remedy its breach of contract within the time limit set, this Contract will be terminated ipso jure. Termination will take effect on the date of receipt by the defaulting Party of the registered letter, without any further formal notice or formality being required.

Termination by operation of law, after formal notice has remained without effect or when the Party undertaking to remedy the breach has failed to do so, shall be without prejudice to any damages that may be claimed from the defaulting Party.

Section 15 - Consequences of completion of the contract

15.1 - Destruction of the API and Documentation

The Customer undertakes, as from the effective date of completion of the Contract, for whatever reason, to immediately cease all use of the API and its Documentation.

The Customer undertakes to destroy without delay all copies of the API and/or the Documentation in its possession.

The Customer must provide proof of destruction of the said items within thirty (30) days of termination of the Contract by registered letter with acknowledgement of receipt, signed by its legal representative.

15.2 - Destruction of the Voice Models

The Company undertakes to destroy any Voice Models hosted on its servers within 90 (ninety) days of the effective date of termination of the Contract.

Within this period, the Client may ask the Company to send them a copy of one or more of the said Voice Models.

15.3 - Fate of Content Generated

The Parties agree that all of the Content generated during the effective period of the Contract remains the sole property of the Client, who may continue to use it freely notwithstanding the completion of the Contract.

Section 16 - Non-Solicitation of Staff

16.1 The Client undertakes not to seek, in any way whatsoever, to employ or have employed, directly or through an intermediary, any Company employee assigned to the performance of this contract, even if the initial solicitation comes from the Company employee himself.

This undertaking is valid for the entire duration of the contract, plus a period of 12 (twelve) months from its completion, for any reason whatsoever.

However, there shall be no breach of this undertaking in the event that the Company has given its express prior written authorisation for one of its employees to work in any way whatsoever for the Client.

16.2 In the event that the Client does not comply with the provisions of this article, the Client undertakes to compensate the Company (in particular for selection and recruitment expenses, training costs, damage resulting from its personal reputation or commitments already made on its behalf, etc.) by immediately paying it a lump sum determined as follows :

• For employees with less than 1 (one) year's seniority, including internships and work-study contracts, a lump-sum payment of 100,000 (one hundred thousand) euros;
  
• For employees whose seniority, including internships and work-study contracts, is at least equal to 1 (one) year, a lump-sum payment of 200,000 (two hundred thousand) euros;
  
• For employees whose length of service, including internships and work-study contracts, exceeds 3 (three) years, a lump-sum payment of 400,000 (four hundred thousand) euros;

Section 17 - Commercial references

The Company may, provided it informs the Client, use the Client's name and logo in its commercial presentations, in its canvassing and as a commercial reference, without having to seek the Client's prior agreement.
The Company undertakes to ensure that these uses are made in good faith. The Company undertakes, in the event of a reasoned request from the Client to this effect, to remove the Client's name and/or logo from said documents.

Section 18 - Other

18.1 Nothing in the Agreement shall be construed as creating or intending to create an association, de facto partnership, joint venture or employer-employee relationship between the Parties, who are acting as independent contractors.

Thus, each Party remains in all circumstances solely responsible for the organisation and conditions of performance of its services and obligations.

18.2 For the purposes hereof, election of domicile is made at the addresses given at the head of the Quotation. All communications which the contract requires to be sent by registered post with acknowledgement of receipt shall be sent to the addresses given at the beginning of these Conditions.

Notifications made by registered post with acknowledgement of receipt shall be deemed to have been made on the date of their first presentation at the addressee's address. Any change of address must be formally notified to the other Party by registered post with acknowledgement of receipt. E-mails and other electronic communications will be presumed to have been made on the date they were sent.

18.3 The fact that one or other of the Parties, on one or more occasions, does not avail itself of one or more of the provisions of the Contract, shall under no circumstances imply a waiver by that Party of its right to avail itself of such provision(s) at a later date.

18.4 If any of the provisions of the Quotation and/or the GTC are found to be contrary to any applicable law or regulation, that provision shall be deemed to have been set aside, without this affecting the validity of the other provisions of this Contract. The Parties agree to replace such provisions deemed invalid with the most appropriate provisions in accordance with the law, taking into account the initial common intention of the Parties.

18.5 The Agreement constitutes the entirety of the Parties' obligations with regard to its subject matter, and replaces any prior agreement, whether written or oral, any communication or any other agreement of the same subject matter, whatever its nature. It may only be amended by means of an amendment, duly signed by each of the parties.

18.6 You are reminded that, in accordance with the terms of Article 1, in the event of any discrepancy between the provisions of the Quotation and those of these GCS, the provisions set out in the Quotation shall prevail.

Section 19 - Personal Data

Each of the Parties, as part of the performance of the Contract, is required to process, on its own behalf, the personal data of employees, directors, subcontractors, agents and/or service providers of the other Party (the ‘Data Subjects’).
In this context, the Parties declare and guarantee that (i) the collection and processing in question are carried out in accordance with the applicable legislation and in particular with the provisions of Law no. 78-17 of 6 January 1978 on data processing, data files and individual liberties and with the provisions of Regulation (EU) 2016/679 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (the ‘GDPR’) ; and (ii) each of the Data Subjects has a right of access, rectification, deletion, portability, limitation as well as opposition, by contacting the Party concerned directly.
In order to guarantee the effectiveness of this right, each of the Parties undertakes to inform the Data Subjects under its authority of the said rights.
Except at the express request of the other Party, and in strict compliance with its directives, each of the Parties undertakes not to process any personal data other than that provided for in the Contract.

Section 20 - Insurance

Each of the Parties undertakes to take out an insurance policy with a solvent insurance company for all the consequences of acts for which it may be held liable by virtue of the performance of this Contract.

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Each of the Parties undertakes at all times to be fully up to date with the payment of the insurance premiums thus subscribed.

Section 21 - Electronic signature

In accordance with Act no. 2000-230 of 13 March 2000 adapting the law of evidence to information technologies and relating to electronic signatures and implementing decree no. 2017-1416 of 28 September 2017 relating to the presumption of reliability of electronic signatures, the Parties expressly agree to enter into this Contract in the form of an electronic writing.

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Consequently, and for the signature of the Quotation, the Customer and the Company agree to use an electronic signature process set up by the Company and acknowledge that this constitutes a reliable identification process, guaranteeing its link with the act to which this electronic signature is attached within the meaning of Article 1367 of the Civil Code.

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The Parties declare that this written document constitutes literal proof within the meaning of article 1366 of the French Civil Code, with the same evidential value as a written document on paper, and that it may be validly invoked against them. The Parties expressly undertake not to contest its validity, admissibility, enforceability or evidential value on the basis of its electronic nature.

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Consequently, the electronically signed Quotation is proof of the content of the Quotation and the Contract, of the identity of the signatories and of their consent to the obligations and consequences of the facts and rights arising therefrom in accordance with the Quotation and the GCS.

Section 22 - Applicable law and jurisdiction

By express agreement between the Parties, the Contract is governed by and subject to French law.

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Any disputes to which the Contract may give rise, concerning its validity, interpretation, performance, termination, consequences and consequences thereof, shall be submitted to the competent courts of Paris.

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In the event of a dispute relating to the validity, interpretation and/or performance of this Contract, the Parties undertake to attempt to settle the dispute amicably. In the event of a proven dispute, and before any action is taken before a court, the Parties will endeavour to settle the dispute in good faith through cooperation between the Management of each Party, in particular by organising ad hoc meetings.

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To this end, the Parties shall have a period of two (2) months from receipt of a registered letter with acknowledgement of receipt notifying the other Party of the request to implement an amicable settlement of the dispute. Within this period, the Parties undertake not to bring the dispute before any court in parallel.

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In the absence of an amicable solution, the competent courts within the jurisdiction of the Paris Court of Appeal will have exclusive jurisdiction for any dispute relating to the validity, interpretation and/or performance of this Contract.