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Sinequa GenAI Assistant
SUBSCRIPTION TERMS AND CONDITIONS
Version: June 2025
These Subscription Terms and Conditions (the “Terms”) govern each subscription to the Solution purchased by the customer entity identified in the applicable Order Form (“Customer”) from the provider entity specified therein (“Provider”), provided that the Order Form expressly references these Terms. Provider and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.” In the event of any contradiction or discrepancy between the provisions of the Terms and the terms of the Order Form the latter shall prevail. Customer’s terms and conditions of purchase shall not apply.
1.1 Access to the Solution. Subject to and conditioned on Customer’s payment of the fees outlined in an applicable Order Form, Provider will for the duration specified in the applicable Order Form:
(i) make the Solution to which Customer has subscribed, available via the internet pursuant to the Scope set forth in the respective Order Form,
(ii) provide Customer with support and maintenance for the Solution, at no additional cost, within the limits specified in these Terms, the specific Solution exhibit which complements these Terms, and an applicable Order Form,
(iii) use commercially reasonable efforts to ensure the Solution is available 24 hours a day, 7 days a week, subject to the terms set forth in the applicable Order Form and the service level agreement, excluding in particular (a) scheduled downtime as mutually agreed upon between the Parties, (b) any unavailability beyond the Provider’s reasonable control, such as a force majeure, and (c) any Authorized Suspension.
(iv) implement appropriate measures, in material compliance with recognized industry standards, designed to ensure the security of the Solution, and protect Customer Data from unauthorized access, destruction, alteration, potential contamination by malicious software, or other foreseeable events that could compromise the integrity, availability, or confidentiality of Customer Data, or that may result in breaches of Customer Data security or information systems.
1.2 Modifications to the Solutions. Customer acknowledges and accepts that the Solution may evolve over time, with functionality being added or removed periodically, provided that the Provider does not materially degrade the primary core functionality of the Solutions.
1.3 No Data Warehouse. The Solution is not intended to serve as data backup, or data warehouses. Customer remains responsible for maintaining a duplicate copy of any Customer Data uploaded to the Solution. In the event of data loss or corruption, Provider will make reasonable commercial efforts to restore the lost or corrupted data from its systems, though full restoration may not be possible.
1.4 Content. If Content that was made available to Customer violates applicable law, or third-party rights, Customer shall cease usage and remove the Content upon Provider’s notice, and certify to Provider that it has complied with its obligations under this Section. Provider may suspend, deactivate or delete any Content made available to Customer, if Customer does not take action within a reasonable time. Additionally, Provider reserves the right to take such actions immediately upon receiving a notification that the Content violates applicable law or infringes upon third-party rights.
1.5 Solution Use Restrictions. Customer agrees to operate the Solutions in accordance with the instructions given by Provider in the Documentation, and not to:
(i) use the Solution in violation of applicable laws (including without limitation applicable Export Control Regulations).
(ii) interfere with or disrupt the Solution, to the extent Provider operates them for Customer, which includes, without limitation, the accessing of systems or networks connected to the Solution in an unauthorized manner.
(iii) grant access to the Solution to anyone other than users and Affiliates or use the Solution outside of the Scope authorized under the Order Form.
(iv) copy, modify, or distribute any part of the Solution beyond the Scope of the rights granted under the Order Form.
(v) modify, reverse engineer, disassemble, or decompile any part of the Solution.
(vi) use the Solution to develop a competitive product or service.
(vii) use the Solution to send chain letters, advertising messages, denial of service attacks, or for any purpose other than their intended use.
(viii) conduct load tests, penetration tests, or other similar verifications on the Solution without Provider’s prior consent in writing signed by an authorized representative of Provider.
(ix) use the Solutions to train an automatic learning algorithm.
1.6 Suspensions. Provider may immediately suspend Customer’s and any user’s access to all or part of the Solutions if Provider reasonably determines that:
(i) the use of the Solution disrupts or poses a security risk to the Provider or any of its customers;
(ii) Customer is using the Solution for fraudulent or unlawful activities, or in breach of the Terms or the Order Form; or
(iii) emergency maintenance, whether planned or unplanned, is required.
The aforementioned suspensions shall be considered an “Authorized Suspension.” Authorized Suspensions shall end once the issue causing the suspension is resolved. Provider shall not be liable for any loss, damage, or other adverse effects incurred by Customer as a result of an Authorized Suspension.
2.1 Subscription Term. Unless otherwise specified in the Order Form, each Order Form and each Solution subscription shall become effective on the effective date specified in the Order Form and shall remain in effect for a term of thirty-six (36) months. Each Order Form and Solution subscription shall automatically renew for successive terms of the same duration as the initial term, unless either Party provides written notice of termination at least three (3) months prior to the expiration of the then-current term.
2.2 Termination. An Order Form may be terminated by either Party, effective on written notice to the other Party, if the other Party materially breaches these Terms or terms of the Order Form and such breach remains uncured 90 days after the non-breaching Party provides the breaching Party with written notice of such breach. Additionally, an Order Form may be terminated by Provider, effective on written notice to Customer, (i) if Customer fails to pay any amount when due under the respective Order Form, where such failure continues more than 30 days after Provider’s delivery of written notice thereof, (ii) if Customer is dissolved or liquidated or takes any corporate action for such purpose, becomes insolvent or is generally unable to pay its debts as they become due, becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property, (iii) if Customer no longer meets the ethical and compliance standards outlined in the Provider’s Responsible Sales Policy, as referenced herein, (iv) if it becomes unlawful for Provider to continue performing its obligations under an Order Form due to Export Control Regulations, (v) if there is a change in the political situation of the country in which the Solution is used, or (vi) if Customer breaches its obligations under Export Control Regulations Section hereof, including, without limitation, if Customer uses the Solution for a purpose other than the one for which the relevant order was placed, the Customer has not obtained the necessary license to export the Solution, or the Customer has not provided or updated the applicable end user certificate.
2.3 Effect of Termination. Upon expiration or termination of an Order Form, the Customer shall immediately cease using the affected Solution and shall, upon request, confirm in writing to the Provider that such cessation has occurred.
3.1 Subscription Pricing. Unless otherwise specified in the applicable Order Form, the price for the Solution subscription shall be stated in U.S. dollars, and excludes any federal, state, or local taxes, duties, levies, or other charges, including but not limited to sales, use, or value-added taxes, arising from the commercial transactions executed under each Order Form or the Customer’s use of the Solution (collectively, the “Taxes”). Customer shall be solely responsible for the payment of all such Taxes, unless Provider is required by applicable law to collect or remit them. In such case, the Provider shall invoice the Customer for such Taxes, in addition to the price for the Solution subscription, at the applicable rate in effect as of the date of invoicing, unless the Customer provides the Provider with a valid tax exemption certificate issued by the appropriate taxing authority. In the event that the Solution subscription is limited to a certain Territory and the Parties agree to expand the Scope to a new Territory, any additional costs incurred by Provider to comply with regulations applicable in the new Territory shall be Customer’s responsibility.
3.2 Price Adjustment. Provider may change the fees upon renewal of an Order Form in its sole discretion, provided that Provider gives Customer reasonable notice of any such fee change prior to the end of the Order Form term. Notwithstanding the aforesaid, the fee for any Solution subscription shall in any case increase in accordance with the following formula on an annual basis, and without the need for additional notice:
Revised Fee = P0 x (CPI1/CPI0)
Where P0 means the fee applicable in the last year of the Solution subscription (reference price), CPI1 means the latest U.S-CPI index published on the revision date, and CPI0 means the latest U.S-CPI index published on the first day of the respective (renewed) Solution subscription.
3.3 Payment. The Customer agrees to pay the fees specified in the Order Form in accordance with the payment frequency and due dates set forth therein. Unless otherwise specified in the Order Form, each subscription to a Solution shall be invoiced annually upfront and shall be non-reducible and non-refundable irrespective of Customer’s use of the Solution. Payments for invoices are due within thirty (30) days of the invoice date in full and without any deductions or discounts, and shall be made by bank transfer.
3.4 Late Payment. If Customer fails to make any payment when due then, in addition to all other remedies that may be available to Provider, Provider may charge interest on the past due amount at the rate of 1.5% per month or, if lower, the highest rate permitted under applicable law. Interest will be calculated monthly and Customer shall reimburse Provider for all reasonable costs incurred by Provider in collecting any late payment of amounts due or related interest, including attorneys’ fees, court costs, and collection agency fees. If failure to make any payment when due continues for seven days following written notice thereof, Provider may disable Customer’s use of the Solution.
4.1 Provider Intellectual Property. Customer acknowledges and agrees that (i) the Solution, and the Documentation are licensed, not sold, to Customer by Provider and Customer does not have under or in connection with the Terms or the Order Form any ownership interest in the Solution, the Documentation, and any Content or in any related Intellectual Property Rights; (ii) Provider and its licensors are the sole and exclusive owners of all right, title, and interest in and to the Solution, and the Documentation, including all Intellectual Property Rights relating thereto, subject only to the limited license granted to Customer under the Terms and the Order Form; and except for the limited rights and licenses expressly granted under the Order Form, nothing in the Terms or the Order Form grants, by implication, waiver, estoppel or otherwise, to Customer or any third party any Intellectual Property Rights or other right, title, or interest in or to any of the Solution, the Documentation, and any Content.
4.2 Solution License. Subject to Customer’s payment of the fees specified in the Order Form, the Provider grants Customer a non-exclusive, non-transferable, non-sublicensable license to use the Solution identified in the applicable Order Form, for the duration specified therein, for Customer’s internal purposes, and solely in accordance with the Terms and the applicable Order Form. The license is limited to the Scope outlined in the Order Form. This license does not extend to any Content made available by the Provider.
4.3 Access to and Use of Content. The Customer has the right to access and use any Content subject to the conditions set out in these Terms, the applicable Order Form and the Documentation.
4.4 Customer Intellectual Property. As between Customer and Provider, Customer retains any Intellectual Property Rights in and to the Customer Data. Customer grants to Provider and Provider’s subcontractors used to provide the Solution, a non-exclusive, sublicensable, royalty-free, worldwide license to access, use, host, copy, transmit and display Customer Data, for the sole purpose of providing the Solution, limited to the term of an applicable Order Form. Notwithstanding the aforesaid, Provider may use any Usage Data for its own purposes, such as the operation and improvement of the Solution, and the development of new products and services.
5.1 Duty of Confidentiality. Each Party acknowledges that during the performance of the Order Forms, it may obtain Confidential Information from the other Party. Each Party agrees to secure and protect the other Party’s Confidential Information with the same degree of care and in a manner consistent with the maintenance of such Party’s own Confidential Information (but in no event less than reasonable care). The receiving Party must not (i) use the Confidential Information of the disclosing Party other than as necessary to fulfill the receiving Party’s obligations or to exercise the receiving Party’s rights under the Terms or the Order Form, (ii) disclose Confidential Information of the disclosing Party to any person or entity other than its Representatives who need to know it to fulfill the receiving Party’s rights and fulfill its obligations under the Terms and the Order Form and who are subject to confidentiality obligations at least as stringent as the obligations set forth in these Terms and the Order Form. The disclosing Party shall remain responsible for any third party’s compliance with the confidentiality obligations set forth in this clause. The confidentiality obligations will survive for three (3) years after the termination or expiration of the Order Form.
5.2 Exclusions and Exceptions. a) The confidentiality obligations set forth herein shall not apply to Confidential Information that the receiving Party can demonstrate by written or other documentary records: (i) was or becomes generally known by the public other than by the receiving Party’s or any of its Representatives’ noncompliance with these Terms and the Order Form; (ii) was rightfully known to the receiving Party without restriction on use or disclosure prior to such information being disclosed or made available to the receiving Party in connection with the Terms and the Order Form; (iii) was or is received by the receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (iv) was or is independently developed by the receiving Party without reference to or use of any Confidential Information.
6.1 Compliance with Regulations. The Parties undertake to comply with the applicable legislation concerning data protection, in particular, Regulation (EU) 2016/679 of the European Parliament, to the extent applicable (hereinafter the “Applicable Regulations”). Customer specifically undertakes to ensure that Customer Data containing personal data has been collected in compliance with the Applicable Regulations, including in particular (i) obtaining the prior consent of the data subjects where applicable, (ii) ensuring the traceability of such consent, and (iii) in any case, providing prior information to data subjects.
6.2 Subprocessing of Personal Data. When Provider processes personal data on behalf of Customer, the Parties shall comply with the terms set out in the data processing agreement.
6.3 HIPAA. In the event that Customer is subject to the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and its implementing regulations under 45 CFR Part 164 (Standards for Privacy of Individually Identifiable Health Information), and Customer wishes to use a Solution in connection with electronic protected health information (“ePHI”), as defined under 45 CFR Part 160.103, Customer shall inform Provider of its intended use before giving Provider access to ePHI. Provider does not consent to processing, and Customer must not grant Provider access to any ePHI, until Customer has notified Provider and both Parties have agreed on the necessary processing measures to ensure HIPAA compliance. Customer agrees that Section 9.1 shall apply in the event that Customer gives Provider access to ePHI in violation of this Section or applicable law.
7.1 Compliance with Export Control Regulations. The Parties represent and warrant that they will comply with all Export Control Regulations.
7.2 Customer as Importer. Customer is considered the importer of the Solution for the purposes of Export Control Regulations and is solely responsible for ensuring compliance with applicable local laws and regulations, as well as verifying that the Solution is not prohibited for sale in its country of importation. Provider will not be held liable for any non-compliance with the legislation of the importation country. Customer shall provide Provider in a timely manner with any documentation necessary to obtain the permits or licenses required for Provider to export the Solution.
7.3 Documentation. Customer shall obtain and provide to Provider in a timely manner and at its own expense, all regulatory authorizations and approvals necessary or desirable under applicable Export Control Regulations in connection with the sale of the Solution, including without limitation any end user certificates as required. Provider may suspend delivery of the Solution to the Customer without incurring any liability whatsoever until its receipt of any certificates, licenses, permits or other documents required under applicable Export Control Regulations.
7.4 Additional Customer Obligations. Customer shall not
(i) export or re-export the Solution or any technical data related to the Solution to any country prohibited under the export regulations of the United States, the European Union, or any other applicable jurisdiction, without the prior written consent of Provider,
(ii) use the Solution or make them available to any individual or entity in connection with terrorist activities or any activities that violate sanctions imposed by the U.S. Office of Foreign Assets Control (OFAC), the U.S. Department of State, the United Nations Security Council (UNSC), the European Union, or any other body with the authority to enforce economic sanctions,
(iii) to the extent that the Territory for the use of the Solution is restricted in the applicable Order Form, export or re-export the Solution outside such Territory in accordance with the applicable export license. Customer represents and warrants that neither the Customer and its Affiliates nor their respective directors and officers are subject to sanctions imposed by the aforementioned bodies.
7.5 No Re-Export to Russia. a) Customer shall not sell, export or re-export, directly or indirectly, to the Russian Federation or to Belarus or for use in the Russian Federation or in Belarus any goods supplied under or in connection with these Terms that fall under the scope of Article 12g of Council Regulation (EU) No 833/2014 and/or of Article 8 septies of Council Regulation (EC) No 765/2006 reexport.
8.1 Provider Warranty. Provider represents and warrants to Customer that (i) Provider has the right to grant to Customer the rights and licenses under the Order Form, and (ii) for the duration of the Order Form term, the respective Solution will substantially conform in all material respects to the specifications made in the Documentation, when operated, and used as recommended in the Documentation and in accordance with the Terms and Order Form.
8.2 Customer Warranty. Customer represents and warrants to Provider that, to the extent Customer provides Customer Data to Provider in connection with the Solution, (i) Customer has obtained all necessary approvals and owns or otherwise has and will have all necessary and sufficient rights relating to Customer Data to enable Provider to provide the Solution, (ii) Customer Data is lawful, does not and will not violate public order or morality, and does not expose the Provider to any civil or criminal liability, (iii) Customer Data does not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, any privacy, confidentiality or other rights of any third party, or violate any applicable laws, and (iv) Customer will use the Solution in compliance with the Terms, the Order Form and applicable law.
8.3 Disclaimer. EXCEPT FOR THE LIMITED EXPRESS WARRANTIES SET FORTH IN THESE TERMS, THE SOLUTION IS PROVIDED “AS IS,” AND “AS AVAILABLE”. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SOLUTION AND RESULTS OF THE USE THEREOF WILL MEET CUSTOMER’S OR OTHER PERSONS’ REQUIREMENTS, SPECIFICATIONS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. PROVIDER SHALL HAVE NO RESPONSIBILITY FOR ANY CUSTOMER DATA.
8.4 Remedies. If the Solution fails to materially comply with the warranty set forth herein, Provider shall at its sole discretion, either (i) repair or replace the nonconforming part of the Solution or (ii) if Provider determines such remedies to be impracticable, allow Customer to exercise its termination rights hereunder. The remedies set forth in this Section shall only apply, if Customer promptly provides written notice of the warranty claim, and if as of the date of such notice is in compliance with all Terms and the applicable Order Form (including the payment of all fees then due). NOTWITHSTANING PROVIDER’S INDEMNIFICATION OBLIGATIONS HEREUDNER, THE FOREGOING CONSTITUTES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND PROVIDER’S SOLE LIABILITY WITH RESPECT TO THE PROVIDER’S EXPRESS WARRANTIES.
9.1 Customer Indemnification. Customer shall indemnify, defend, and hold harmless Provider, its Affiliates, licensors, and their respective officers, directors, employees, agents, permitted successors and assigns from and against any and all losses, damages, liabilities, and costs (including reasonable attorneys’ fees) (“Losses”), resulting from any claim, suit, action, or proceeding (“Claim”) by a third party arising out of, related to or in connection with Customer Data or other materials or technology provided by Customer, or directed by Customer to be used, installed, or combined with the Solution or Documentation, or a use of the Solutions or Documentation by or on behalf of Customer, or any of its Affiliates that is outside the purpose, Scope or manner of use authorized by the Terms, Order Form or the Documentation, or in any manner contrary to Provider’s instructions.
9.2 Provider Indemnification. Provider shall indemnify, defend, and hold harmless Customer and Customer’s officers, directors, employees, agents, permitted successors and permitted assigns from and against any and all Losses resulting from Claims by a third party related to an allegation that the Solution or Documentation, or any use of the Solution or Documentation in accordance with the Terms and Order Form, infringes or misappropriates such third party’s Intellectual Property Rights. This Section 9.2 does not apply to the extent that the alleged infringement arises from (i) Customer Data, input data or customization data provided by the Customer for the operation of the Solution, (ii) a third-party software, which is included in the Solution, or the use of software, hardware, operating systems, or other products not supplied or controlled by Provider, (iii) any modification or alteration of the Solution other than by Provider, or the use of outdated versions of the Solution, (iv) Customer’s continued use of the Solution after Provider notifies Customer to discontinue use because of an infringement claim, (v) negligence or willful misconduct by or on behalf of the Customer, (vi) a breach of the Terms or Order Form by Customer, or (vii) a third party’s or any users’ acts or omissions.
9.3 Indemnification Procedure. The Party seeking indemnification (“Indemnitee”) shall promptly, but no later than 20 days after becoming aware of the Claim, notify in writing the Party against whom indemnification is sought (“Indemnitor”) of the Claim for which Indemnitee believes it is entitled to be indemnified pursuant to Sections 9.1 or 9.2. The Indemnitee shall cooperate with the Indemnitor. The Indemnitor shall promptly assume control of the defense and investigation of such Claim and shall employ counsel of its choice to handle and defend Indemnitee, at the Indemnitor’s sole cost and expense. The Indemnitor shall not settle any Claim without the Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed. The Indemnitee shall provide all reasonable assistance to Indemnitor in the defense of such Claim, and may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. If the Indemnitor fails or refuses to assume control of the defense of such Claim, the Indemnitee shall have the right to defend against such Claim, including settling such Claim after giving notice to the Indemnitor. The rights under Sections 9.1 and 9.2 shall be conditioned upon the Indemnitee’s performance of its obligations under this Section 9.3.
9.4 Sole Remedy. NOTWITHSTANDING SECTION 8 HEREOF, THIS SECTION 9 SETS FORTH CUSTOMER’S SOLE REMEDIES AND PROVIDER’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SOLUTION OR DOCUMENTATION INFRINGES, OR MISAPPROPRIATESANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
10.1 Exclusion of Liability. a) EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.3, NEITHER PROVIDER, NOR ITS AFFILIATES, EMPLOYEES, AGENTS, CONTRACTORS, OR REPRESENTATIVES, SHALL BE LIABLE TO CUSTOMER FOR ANY LOSS, DAMAGE, OR LIABILITY ARISING FROM OR RELATED TO (i) ANY FAILURE IN THE QUALITY, AVAILABILITY, OR RELIABILITY OF TELECOMMUNICATIONS NETWORKS, INCLUDING WITHOUT LIMITATION THOSE PROVIDED BY A THIRD-PARTY INTERNET SERVICE PROVIDER, EVEN IF SUCH PROVIDER WAS RECOMMENDED BY THE PROVIDER, (ii) THE USE OF THE SOLUTION IN COMBINATION WITH ANY SOFTWARE NOT PROVIDED OR CONTROLLED BY THE PROVIDER EXCEPT AS AUTHORIZED IN THE DOCUMENTATION, (ii) ERRORS IN ANY SOFTWARE, OPERATING SYSTEM, OR HARDWARE NOT CONTROLLED BY THE PROVIDER, (iii) ANY FAULT, NEGLIGENCE, OMISSION, OR BREACH BY THE CUSTOMER, INCLUDING THE TRANSMISSION OF INACCURATE OR INCOMPLETE INFORMATION, (iv) FAILURE TO FOLLOW REASONABLE ADVICE OR RECOMMENDATIONS PROVIDED BY THE PROVIDER, OR FORCE MAJEURE EVENTS AS, (v) NEGLIGENCE OR OMISSIONS OF THIRD PARTIES OVER WHICH THE PROVIDER HAS NO CONTROL, (vi) CUSTOMER DATA AND CONTENT.
(b) EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.3, NEITHER PARTY (INCLUDING THEIR AFFILIATES) WILL BE LIABLE TO THE OTHER PARTY, UNDER ANY LEGAL OR EQUITABLE THEORY (INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, TORT, NEGLIGENCE, OR STRICT LIABILITY), FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR LOSSES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR ANTICIPATED SAVINGS), ARISING OUT OF OR RELATING TO THE TERMS OR ANY ORDER FORM, EVEN IF THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT NEITHER PARTY WILL BE LIABLE FOR ANY DAMAGES THAT COULD NOT REASONABLY HAVE BEEN FORESEEN AT THE TIME THE RELEVANT ORDER FORM WAS EXECUTED.
10.2 Limitation of Liability. EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.3, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY (INCLUDING THEIR AFFILIATES) ARISING OUT OF OR RELATED TO ANY ORDER FORM UNDER ANY LEGAL OR EQUITABLE THEORY (INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, TORT, NEGLIGENCE, OR STRICT LIABILITY), EXCEED 100% OF THE ANNUAL FEES ACTUALLY PAID BY CUSTOMER UNDER AN ORDER FORM.
10.3 Exceptions. The exclusions and limitations of liability in these Terms and any Order Form, including without limitation in this Section 10, shall not apply to (i) death, or bodily injury caused by either Party, (ii) either Party’s gross negligence, willful or intentional misconduct, fraud, or fraudulent misrepresentation, as well as the payment obligations outlined in Section 3, and any breaches thereof, and (iii) any liability that cannot be limited or excluded under applicable law. The limitation of liability in Section 10.2 shall additionally not apply to the indemnification obligations outlined Section 9.
10.4 Miscellaneous. a) The Parties agree to take all reasonable steps to mitigate their respective damages in the event of any claim, whether arising from breach of contract, tort, or any other legal theory.
11.1 Customer Audit. In the event that Customer provides Customer Data to Provider, Customer shall have the audit and request rights outlined in this Section 11.
11.2 Right to Request Information. Provider shall upon Customer’s written request, to the extent feasible given the nature of Solution provided under the respective Order Form, provide to Customer all certifications Provider has obtained from independent third parties supporting Provider’s compliance with its obligations under the applicable Order Form, including without limitation SOC 2 or ISO 27001 compliance reports. Should the certifications and compliance reports not confirm Provider’s compliance with its obligations under the applicable Order Form governing the provision of a Solution, Provider will additionally make available its most recent penetration test reports conducted within the past year. If neither the certifications and compliance reports, nor the penetration test reports are sufficient to demonstrate Provider’s compliance with its obligations under an applicable Order Form, Provider will additionally, upon Customer’s written request, provide access to any relevant documentation, personnel, and applications to the extent necessary for verifying Provider’s compliance with its obligations under an applicable Order Form.
11.3 Customer Audit. Customer may, at its own expense and no more than once per calendar year, conduct an audit to verify Provider’s compliance with the obligations related to Customer Data under this Agreement. Customer must provide written notice at least forty-five (45) calendar days prior to the intended audit. Customer may conduct the audit directly or appoint an independent third-party auditor, provided that the auditor is not a competitor of Provider, possesses relevant certifications, has the competence necessary to perform the audit, complies with applicable laws, including, without limitation, Applicable Regulations, and agrees to a confidentiality agreement with terms reasonably acceptable to Provider.
11.4 Audit Scope. The audit may only be conducted during regular business hours on business days and must not unreasonably interfere with Provider’s operations. If penetration testing is required for the audit, such testing may not be performed on systems shared with other customers. The scope, purpose, process, timeline, and the auditor’s qualifications and experience shall be mutually agreed upon in writing before the audit takes place.
11.5 Auditor. Customer shall be responsible for the integrity, independence and level of competence of the auditor. Provider may reject the proposed auditor, or any personnel involved in the audit if Provider reasonably determines that the auditor is not sufficiently qualified or if the auditor is a competitor of Provider. Provider will inform Customer within fifteen (15) business days after Customer’s appointment of the auditor of Provider’s reasonable rejection. Provider will cooperate in good faith with Customer and any third party appointed by Customer and not rejected by Provider. Provider will establish any necessary technical connections to Customer Data upon Customer’s request and, if required, will do so in the presence of the auditor. Provider will communicate any access procedures to Customer prior to the audit, and Customer agrees to comply with such procedures.
11.6 Audit Report. Following the audit, the auditor will provide a written report to either Party. Provider will have the right to respond to or dispute the audit results. The audit results are confidential and will be subject to the confidentiality provisions of these Terms; Customer agrees to handle the audit results accordingly.
11.7 Audit Cost. Provider will bear the cost of up to one (1) day of its personnel’s time in connection with the audit. Any additional time spent will be charged to Customer at a rate of $3,000 (excl. tax) per employee per additional audit day.
12.1 Applicable Law. a) These Terms and the Order Form shall be governed by and construed in accordance with the Laws of the State of New York, without regard to its principles regarding conflicts of law. Notwithstanding Section 12.1b), all disputes arising out of or relating to the Terms and any Order Form will be brought in the federal or state courts located New York City, New York, and the Parties consent and submit to jurisdiction in such courts. THE PARTIES AND THEIR AFFILIATES WAIVE ALL RIGHTS TO TRIAL BY A JURY. The Terms and the Order Form shall not be governed by or construed by the Uniform Computer Information Transactions Act or the United Nation Convention on Contracts for the International Sale of Goods.
12.2 Assignment. Neither Party shall assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations under these Terms or the Order Form, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the other Party’s prior written consent. Notwithstanding the aforesaid, no such prior written consent shall be required for the assignment, or transfer of any rights or obligations to an Affiliate that is able to satisfy the obligations of the assigning Party under this Agreement, provided such Affiliate is not a competitor of the other Party. No assignment, delegation, or transfer will relieve the assigning Party of any of its obligations or performance under these Terms or the Order Form. Any purported assignment, delegation, or transfer in violation of this Section is void. The Terms and the Order Form is binding on and inures to the benefit of the Parties hereto and their respective successors and permitted assigns.
12.3 Compliance and Corporate Responsibility. Each Party agrees to comply with applicable regulations regarding the protection of human rights, corporate social responsibility, labor laws, and anti-corruption laws. Customer will furthermore comply with Provider’s Responsible Sales Policy, which is available on Provider’s website.
12.4 Independent Contractor. Provider will perform its obligations as an independent contractor of Customer, and neither these Terms nor the Order Form shall be construed to create a partnership, joint venture, agency or employment relationship between Provider and Customer. Provider’s personnel remains under Provider’s exclusive authority and control at all times. As the employer, Provider is responsible for the administrative, accounting, and social management of its employees involved in the performance under the Order Form.
12.5 Notices. Any notice, request, consent, claim, demand, waiver, or other communication under the Terms and the Order Form have legal effect only if in writing and addressed to a Party as indicated in the Order Form. Notices sent in accordance with this Section will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by facsimile or email, (in each case, with confirmation of transmission), if sent during the addressee’s normal business hours, and on the next business day, if sent after the addressee’s normal business hours; and (d) on the second day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.
12.6 Waiver. No waiver by any Party of any of the provisions these Terms or the Order Form will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in the Terms or the Order Form, neither a failure to exercise or a delay in exercising, nor any single or partial exercise of any right, remedy, power, or privilege arising from the Terms or the Order Form will preclude the initial or further exercise thereof, or the exercise of any other right, remedy, power, or privilege.
12.7 Equitable Relief. Each Party acknowledges that a breach by a Party of the Sections 1.5, 4, or 5 may cause the non-breaching Party irreparable damages, for which an award of damages may not be adequate compensation and agrees that, in the event of such breach or threatened breach, the non-breaching Party will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance, and any other relief that may be available from any court, in addition to any other remedy to which the non-breaching Party may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in the Terms to the contrary.
12.8 Entire Agreement. These Terms, together with any other documents incorporated herein by reference, any exhibits, attachments and appendices, as well as the Order Forms, constitute the sole and entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Statements or representations made by either Party during negotiations shall not be binding unless expressly incorporated into the Terms, its exhibits, attachments or appendices, or the Order Forms. Any terms in Customer’s purchase order that conflict with the Terms, its exhibits, attachments or appendices, or the Order Forms shall be deemed null and void. In the event of any inconsistency between the statements made in these Terms, the exhibits, attachments and appendices, any Order Forms, and any other documents incorporated herein by reference, the following order of precedence in descending order governs: (i) any Order Forms, (ii) the exhibits, attachments and appendices to these Terms, (iii) these Terms, (iv) any other documents incorporated herein by reference.
“Affiliate” means any entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, either Party. The term “control” (including the terms “controlled by” and “under common control with”) means the direct or indirect power to direct or cause the direction of the management and policies, whether through, without limitation, the ownership of more than 50% of the voting securities, by contract, or otherwise.
“Confidential Information” means any information disclosed by a Party that is either explicitly designated as confidential or that, due to its nature and the circumstances of its disclosure, should reasonably be understood to be confidential. The Provider’s Confidential Information includes all technical and performance-related information regarding the Solution, any non-public documentation provided by the Provider, as well as the terms and conditions of the any Order Form.
“Content” means information obtained by Provider or its Affiliates from publicly available sources or from third-party content providers which is made available to Customer through the Solution, and over which the Provider has no control.
“Customer Data” means the documents, information, content, or other data that have been provided by Customer to Provider for processing in connection with the Solution, excluding Usage Data.
“Documentation” means, when applicable, the set of instructions, operating manuals, and technical literature detailing the functionalities and usage guidelines for each Solution provided by the Provider.
“Export Control Regulation” means all applicable national and international laws and regulations, licenses and authorizations applicable to national security and strategic interest, as well as all sanctions or economic restrictions, the export, import, re-export, re-import or transfer of the Solution, their components, technical data and technology.
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
“Order Form” means a written document signed by the authorized representative of Customer and Provider or their respective Affiliates referencing these Terms, and summarizing the Provider’s Solution offering and its associated pricing; the rights and obligations of the Parties outlined in the Terms are considered to be incorporated into the Order Form.
“Solution” or “Services” means the software product Customer subscribes to as described in the Order Form, including the associated Documentation, which is hosted, managed, and maintained by Provider, and made available to Customer over the internet or other network.
“Scope” means the limits associated with the deployment or provision of the Solution, and may include, but is not limited to, limitations with respect to time, Territory, volume, or users.
“Territory” means the geographic area where the Customer is authorized to use the Solution, as specified in the Order Form.
“Usage Data” means non-identifiable data or metadata associated solely with the access, usage or interactions of the Solutions by Users.
EXHIBIT – SPECIFIC CONDITIONS FOR SINEQUA AI WORKPLACE
The terms and conditions in this Exhibit apply with respect to SINEQUA AI Workplace SaaS Solutions that are made available to Customer under an applicable Order Form.
“Document” means any Index Entry that is not a Record or a Neuralized Document.
“Index Entry” means a unit of information that the Solution can bring as a single result to a User query and which consists of a single row in the Solution’s index data structure. An Index Entry is either a Document or a Record.
“Neuralized Document” means an Index Entry which the Solution enters into its index data structure that is analyzed and/or processed by the Sinequa neural search technology. An Index Entry is designated a Neuralized Document by default.
“Number of Units” means the total number of Units which the Solution counts and visualizes to the Customer through the Solution’s administration interface.
“Record” means an Index Entry which the Solution enters into its index data structure that is not processed or analyzed with Sinequa neural search technology, where the Index Entry is created by any of the Record capable connectors (as categorized in the Solution interface and specified in the Documentation) and is not sourced from an attachment or link.
“Unit” means the base measure of volume processed by the Solution and is a factor (a fraction or multiple) of the number of Index Entries (Document, Neuralized Document, or Record). The factor is unique for each Index Entry type.
“Usage Data” means any search or event queries and key words related to the use of the Solution by Users, excluding for clarity any Customer Data.
2.1 Beta Features. Provider may occasionally make new services or new features available to Customer for evaluation and testing (each, a “Beta Features”). Beta Features will be identified as “beta”, “pre-release”, or “early-release” (or words or phrases with similar meanings). Whether Customer chooses to use the Beta Features is completely optional and within Customer’s control. Customer acknowledges and agrees that Beta Features are made available to Customer on an “as is” and “as available” basis.
2.2 Additional Modules. From time to time, Provider may offer certain additional modules, features, or functionality (each, an “Additional Module”) that may be made available as part of the Solution license provided hereunder. If Customer subscribes to any Additional Module, such Additional Module will be subject to the terms and conditions set forth in Terms, as well as any additional terms and conditions that are included in an additional exhibit covering the access and use of an Additional Module (“Module Exhibit) which may be attached to the Terms or any Order Form. In the event of any conflict between the terms of the Terms and a Module Exhibit, the terms of the Module Exhibit shall prevail with respect to the applicable Additional Module.
3.1 Content. Customer acknowledges and agrees that Provider neither endorses the content of any Customer communications or Customer Data, nor assumes any responsibility for any material that violates the Acceptable Use Policy attached to the Terms, any infringement of third-party Intellectual Property Rights arising therefrom or any unlawful or inappropriate behavior or results facilitated thereby. Provider does not guarantee, and does not and is not obligated to verify, authenticate, monitor or edit Customer Data or any other information or data to which Provider may be provided access to by Customer in connection with the Services, for completeness, integrity, quality, accuracy or otherwise. Customer shall be responsible and liable for the completeness, integrity, quality and accuracy of Customer Data, including any access control lists provided in connection with its use of the Solution
3.2 System of Record; Access Controls. Customer acknowledges and agrees that the Solution will provide Customer with dedicated URLs that provide links to a searchable copy of Customer Data, the sole purpose of which is to provide the Services and, as such, Provider (a) is not, and shall not be considered, the system of record, and (b) replicates access controls as they are set forth in the original data sources. PROVIDER DISCLAIMS ANY AND ALL LIABILITY, AND SHALL NOT BE RESPONSIBLE, (i) IN THE EVENT ANY CUSTOMER DATA MADE AVAILABLE BY CUSTOMER IN CONNECTION WITH THE SERVICES IS LOST, OR (ii) FOR ANY MISCONFIGURATION OF ACCESS CONTROL LISTS AND THE RESULTING DISPLAY OF CONTENT IN APPLICATIONS AND THE SOLUTION’S API.
3.3 Usage Data. In connection with the Solution, Provider may monitor and process Usage Data and compile data and information related to or derived from the Usage Data from which Customer’s identity has been removed (“De-Identified Usage Data”). Notwithstanding anything to the contrary in the Terms, Customer acknowledges that Provider may compile De-Identified Usage Data based on Usage Data and that Provider may use De-Identified Usage Data for any purpose, including without limitation, limitation to (a) reproduce, display, combine with other data, information and materials, and otherwise use the De-Identified Usage Data to develop, make, sell, offer for sale, and import any products and/or services; and (b) modify and create derivative works based on the De-Identified Usage Data, including improvements to the Solution provided that such De-Identified Usage Data does not identify Customer, any User or Customer’s Confidential Information.
MODULE EXHIBIT – GENERATIVE AI SERVICES
Capitalized terms used within this Exhibit shall have the meaning ascribed to them in the Terms, unless otherwise defined herein.
2.1 General. This Module Exhibit applies in the event that the Solution license includes Generative AI Services as specified in the Order Form, such as “the Assistant”. The Assistant is a software module that utilizes third-party Generative AI Services in connection with Provider’s Solution, to enable retrieval augmented generation and search from a chat interface.
2.2 Provision of Generative AI Services. Per default, Provider will provide Generative AI Services that are licensed by Provider from a third party (“Provider Provided Model”). If expressly outlined in the applicable Order Form, Customer may alternatively elect to use Generative AI Services that are licensed by Customer from an independent Generative AI Services provider (“Bring Your Own Model”). Customer’s use of the Services using the Provider Provided Model is governed by Sections 2 and 4 of this Exhibit. Sections 3 and 4 of this Exhibit shall only apply for Customer’s use of the Services under the Bring Your Own Model option.
3.1 Usage Limitation. The consumption of the Generative AI Services has certain usage limitations. Customer is provided with a limited number of Input Tokens and Output Tokens on a yearly basis, as set forth in an applicable Order Form. After consumption of the yearly usage limitations, Provider and Customer agree to engage in good faith in discussions regarding Customer’s over usage. If the Parties don’t agree on the terms to remedy Customer’s excess of the usage limitations within 30 days of engaging in such discussion, Provider may throttle usage or fully stop providing access to the Generative AI Services for the remainder of the then current contract year.
3.2 Abuse. The consumption of Inputs and Outputs made when using the Assistant is monitored to protect system resources and preserve the ability to serve as many of Customer’s Users as possible. The rate of resource consumption is limited by the minute, hour, and day. When consumption crosses a threshold, where such use of the Generative AI Services may harm the system resources, the Generative AI Services may reject Input and Output requests, and Provider may throttle usage to prevent harm.
3.3 Inputs and Outputs. Provider will not claim any Intellectual Property Rights in or to any Inputs or Outputs. The Inputs and Outputs are not used to train, retrain, or improve the Generative AI Services.
3.4 Service Levels. The Service Levels applicable to the Solution under the Terms and the applicable Order Form shall govern the use of the Generative AI Services.
3.5 Modification to Generative AI Services. Provider may, in its sole discretion, change the Provider Provided Model. Section 1.2 of the Terms shall apply.
3.6 Acceptable Use. When using the Generative AI Services, Customer shall comply with the applicable Acceptable Use Policy, and with any other code of conduct it has been made aware of in the Order Form. Absent a different specification in the Order Form, any Generative AI Services provider code of conduct (as publicly available) shall apply. Provider and Provider’s Generative AI Services provider may employ content filtering and abuse monitoring features to reduce the risk of harmful use of the Generative AI Services. Provider and Customer may agree in an Order Form to opt out of abuse monitoring.
4.1 General. Where Customer uses Generative AI Services separately licensed by Customer from an independent Generative AI Services provider, Customer’s use of such Generative AI Services is solely governed by the terms of the agreement between Customer and such Generative AI Services provider.
4.2 No Control. Provider does not own, control, or operate the Generative AI Services and makes no representations, warranties, or guarantees regarding its functionality, accuracy, availability, security, or performance. Customer is solely responsible for acquiring, maintaining, and ensuring the validity of Customer’s Generative AI Services licenses, and for ensuring the appropriate configuration, use, and compliance with any third-party terms and conditions related to the Generative AI Services.
4.3 No Liability. Provider shall not be liable for any loss, damage, claims, or other consequences arising out of or related to the use of the Generative AI Services, including but not limited to issues arising from errors or failures in the Generative AI Services, misuse or misapplication of the Generative AI Services, or any legal, compliance, or regulatory concerns related to the Customer’s use of the Generative AI Services.
5.1 No Warranty for Outputs. THE OUTPUTS GENERATED BY THE ASSISTANT MAY NOT ALWAYS CONTAIN CORRECT INFORMATION. CUSTOMER AND CUSTOMER’S USERS SHOULD ALWAYS VERIFY THAT OUTPUTS ARE ACCURATE, AND NOT SOLELY RELY ON THE OUTPUT FOR PROFESSIONAL ADVICE OF ANY KIND. OUTPUTS ARE NOT A SUBSTITUTE FOR ADVICE FROM A QUALIFIED PROFESSIONAL. ANY OUTPUTS ARE PROVIDED “AS IS”.
5.2 No Uniqueness of Outputs. CUSTOMER ACKNOWLEDGES THAT DUE TO THE NATURE OF THE GENERATIVE AI SERVICES LICENSED TO OPERATE THE ASSISTANT, CUSTOMER’S OUTPUTS MAY NOT BE UNIQUE AND OTHER USERS, INCLUDING USERS OF OTHER CUSTOMERS OF SINEQUA, MAY CREATE OUTPUTS THAT ARE SIMILAR OR THE SAME AS CUSTOMER’S OUTPUT BECAUSE THE SAME OR SIMILAR INPUT WAS PROVIDED. CUSTOMER HEREBY WAIVES AND RELEASES SINEQUA FROM ANY CLAIM THAT ANOTHER USER’S OUTPUT IS THE SAME AS, OR REPRODUCES, ANY OF CUSTOMER’S INPUT.
SINEQUA AI WORKPLACE SOLUTION SERVICE LEVEL EXHIBIT
The terms and conditions in this Exhibit apply with respect to the Sinequa AI Workplace Solution to the extent made available to Customer under an applicable Order Form.
1.1 Service Level Objective. For the duration of Customer’s Sinequa AI Workplace SaaS Solutions subscription, Provider will undertake commercially reasonable efforts to make the Services available from the Deployment Region, in accordance with the Monthly Uptime Percentage for the relevant edition of the Sinequa AI Workplace SaaS Solutions (“Product Edition”) as identified in the table below:
| Product | Monthly Uptime Percentage |
| SINEQUA AI WORKPLACE SAAS SOLUTIONS | 99% |
“Monthly Uptime Percentage” means 100% minus the percentage of Downtime minutes out of the total number of minutes in the calendar month.
“Downtime” means the Services are not available and cannot be accessed or used by any Users which are not due to an Exclusion (as defined below).
“Deployment Region” means the primary Azure region where Provider will deploy the architecture required to provide the Services. The Deployment Region is specified in the Order Form.
1.2 Exclusions. Provider shall have no obligations for any Downtime caused by (i) predefined Scheduled Maintenance Window (as defined below) or Emergency Maintenance, (ii) factors outside of Provider’s reasonable control, including any Force Majeure Event or internet access, major downtime of Provider’s cloud provider (including without limitation any Generative AI Services provider when applicable), (iii) Provider’s suspension of Customer’s right to use the Services, (iv) equipment, hardware, software, systems or network not provided by Provider, or (v) any actions or inactions of Customer or any third party (each of (i) through (v) an “Exclusion”).
2.1 “Maintenance Windows” means any Scheduled Maintenance Window and/or any Emergency Maintenance Window, each as defined below.
2.2 Emergency Maintenance. Provider, in case of emergency and in its sole discretion, may perform emergency maintenance, which if not accomplished promptly, could result in serious degradation or loss of the Services for Customer. Provider may either request from Customer an emergency maintenance window for Provider to perform emergency maintenance or may perform such emergency maintenance and provide as much notice to Customer as practicable. Upon receipt of the request, Customer shall promptly provide Provider with a preferred time window for Provider to perform such emergency maintenance.
2.3 Scheduled Maintenance. Unless otherwise agreed between the parties, periodic maintenance procedures are performed during the following scheduled maintenance windows (based on the Customer’s primary location), as follows (each a “Scheduled Maintenance Window”):
| Customer Primary Location | Weekly Update Window | Reference Time Zone |
| France | Each Monday, 02:00 – 05:00 AM | CET |
| East US | Each Monday, 02:00 – 05:00 AM | EST |
SINEQUA AI WORKPLACE SUPPORT EXHIBIT
If so provided for in an applicable Order Form governing Customer’s subscription to Provider’s Solution, SINEQUA AI Workplace, Customer shall be entitled to receive the support and maintenance services outlined herein.
1.1 Support Services. During each applicable subscription, Provider shall make reasonable efforts to provide Customer with remote English-speaking assistance upon submission of a Support Request by an Eligible Contact, in the event of Anomalies arise during the use of the Solution (“Support Services”). Support Services include, without limitation, troubleshooting, diagnosis, root cause analysis and recommendations for workarounds. Anomaly means an issue with the use or performance of the Solution which is not in accordance with the Terms and the applicable Order Form. For clarity, any unavailability of the Solution caused by circumstances beyond Provider’s direct control, such as any failure or delay of the Customer’s internet connection, is not an Anomaly.
1.2 Eligible Contacts. Customer shall appoint one primary contact (the “Primary Contact”) who may designate additional contacts, together (“Eligible Contacts”), authorized to access and use the Support Services. Provider will provide each Eligible Contact with unique personal identifiers required to access the Support Services.
1.3 Support Requests. Eligible Contacts may submit their requests by (a) submitting the request on Provider’s designated support portal available at www.sinequa.com or (b) sending an email to support-cloud@sinequa.com (each a “Support Request”) and providing a detailed description of the request. For each Support Request, Provider shall investigate such Support Request and provide a response to Customer for the relevant Support Request in accordance with the table below based on the Anomaly severity level:
| Severity Level | Response Time | Fix or Workaround Time |
| Level 1
The Solution is inaccessible to all Users due to a factor caused by Provider. |
within 2 hours | 8 Business Hours |
| Level 2
A significant degradation of the Solution’s performance (i.e. a large number of Users is impacted, or business critical functions are adversely affected). |
within 4 hours | 8 Business Hours |
| Level 3
A reproducible incident causing a limited degradation of the Solution’s performance (i.e. a limited number of Users or functions is affected but business process can continue). |
within 24 hours | 2 Business Day |
| Level 4
A reproducible incident causing a small degradation of the Solution’s performance (i.e. business process can continue). |
within 48 hours | 5 Business Days |
For the purposes hereof:
1.4 Exclusions. Customer acknowledges that Support Services will not replace paid training and professional services offered by Provider. Support Services will not cover the maintenance of any machines, computer hardware or equipment owned and operated by Customer, or anything other than the covered services.
ACCEPTABLE USE POLICY EXHIBIT
This Acceptable Use Policy Exhibit (“Policy”) defines acceptable practices and prohibited uses relating to the SaaS Solutions (“Service”) by Users. The Services must be used in a manner consistent with the intended purpose of the Services and the Terms (the “Agreement”), and as further outlined in this Policy. Unless otherwise expressly defined below, the capitalized terms used herein have the meaning assigned to them in the Terms.
Without affecting any other remedies available to Provider, Provider may permanently or temporarily terminate or suspend Customers’ account or access to the Services without notice or liability if Provider (in its sole discretion) determines that Customer has violated this Acceptable Use Policy and as further specified in the Terms.
Customer shall not, and shall not permit its Users or others under its control to, do the following with respect to the Services:
Customer agrees not to supply, submit, post, upload, display, or otherwise make Customer Data available in connection with Customer’s use of the Services that:
Customer agrees that any Customer Data that Customer provides in connection with the Services does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights or rights of privacy or confidentiality restrictions.
DATA PROCESSING AGREEMENT EXHIBIT
As the Provider processes personal data as a processor in order to execute the Services referred to in the corresponding Order Form on behalf of the Customer, the Parties wish to define their respective rights and obligations regarding the processing of personal data within this framework.
In case of any conflict between the Framework Agreement and this Data Processing Agreement (“DPA”), this DPA shall prevail.
Under no circumstances shall the Framework Agreement or this DPA be considered as modifying the EU Standard Contractual Clauses.
DEFINITIONS
Words or expressions beginning with a capital letter in this annex shall have the following meanings when not already defined in the Framework Agreement:
Audits concerning the Provider’s compliance with its obligations under this DPA are authorized under the conditions set forth in the “Audit” clause of the Terms.
Upon termination of the Services, at the Customer’s discretion, the Provider shall either return or delete all of the Customer’s personal data and shall certify in writing that the deletion has been completed.
The instructions for each processing activity will be attached to the Order Form or will be as annexed hereto.
If Professional Services purchased by the Customer involve the processing of personal data, the following Instructions shall apply, unless otherwise stipulated in each Order Form:
DESCRIPTION OF THE PERSONAL DATA PROCESSING
| Customer Name | As indicated in the Order Form. |
| Personal Data processing start date
The start date of the processing is the date the Supplier starts performing the services stipulated in the contract. |
As indicated in the Order Form. |
| Purpose of the processing
The purpose is the aim to be achieved by the Customer, justifying the Customer’s choice of the Service |
As indicated in the Order Form. |
| Types of Processing (Article 4 of the GDPR) |
Collection, Recording, Organization, Structuring, Retention, Storage, Adaptation, Modification, Extraction, Access/Consultation, Use, Communication by Transmission, and Dissemination of data |
| Data Processors | Provider entity entering into the Order Form |
| Category of Recipients of Personal Data (handling, copying, viewing, reusing the data) |
Provider’s Affiliates in support of the Solutions Microsoft as cloud service provider |
| Category of data subjects
|
Customer’s partners, employees, contractors or agents; Customer’s clients and individuals associated with Customer; any Users of the Solutions |
| Category of personal data processed
|
Identification data (title, last name, first name, username, matricula); Professional or personal contact data (telephone, email address); Location data (postal address, geographical location); Connection data (identifiers, IP addresses, URLs); Content data (screenshots, comments); Communication data (letters, emails, SMS, social messages); Free text fields; Miscellaneous attachments (ID, passport, tax notice, …) |
| Data retention (start date and duration in months) | Subscription term as specified in the Order Form |
| Contact details of the Customer’s Contact and/or DPO
|
As indicated in the Order Form. |
| Contact details of Supplier’s Data Protection Officer
|
Surname: MAZARIEGO
First name: Vanessa Position: DPO Email address: dpo@chapsvision.com Telephone: +33 (0)1 57 32 60 36 |
