Last modified 18.09.2024
For the purposes of this Agreement, capitalized terms not defined in the Special Terms and Conditions shall have the following meanings: “Company” means NEURONYS SAS (NOLEJ), or any other company that may replace it. “Services” means the License and ancillary services as specified in Articles 2 and 3 of the Special Terms and Conditions. “Input Data” means the documents submitted by the User to the Technology. These may consist of one or more documents, grouped per submission into a Module. “Output Data” means the information and activities generated by the Technology and the intellectual property rights pertaining thereto. “Module Submission” means the request for enrichment of a Module, composed of a document or a batch of documents (Input Data) submitted by the User to the Technology at one time.
In consideration of payment of the Price by the Client, as specified in Article 5 of the Special Terms and Conditions, the Company shall provide the Services to the Client under the conditions defined in the Agreement.
3.1 The Company shall not be obliged to provide the Services until the Client has signed the Special Terms and Conditions and paid the Price as stated therein.
3.2 Unless otherwise stated in the Special Terms and Conditions, rights to use the Technology are granted to the Client in units expressed as the number of User accounts, as indicated in the Special Terms and Conditions. The Company reserves the right to monitor usage of the Technology through a security mechanism to ensure compliance with the terms of this Agreement.
3.3 It is the Client’s responsibility to ensure that the Services meet their needs and constraints. Prior to accepting the Agreement, the Client must request any necessary information from the Company, including documentation, presentations, or demonstrations. Failing this, the Client acknowledges having been sufficiently informed about the features, characteristics, and limitations of the Services. The Client acknowledges that the use of the Technology facilitates the creation of educational content but does not replace the Client’s own professional duties and expertise.
3.4 The Client shall assign access rights to the Technology to Users within their organization in accordance with the conditions set out in the Special Terms and Conditions. However, the Client is fully responsible for all use of the Services by its Users and must ensure that Users are aware of and comply with all restrictions on the use of the Technology as stated in the General Terms of Use. In particular, the Client acknowledges that Users are responsible for the Input Data submitted to the Technology and, to the extent permitted by applicable law, that they own the Output Data. The Client shall promptly notify the Company of any suspected or alleged breach of the General Terms of Use and cooperate with the Company in investigating and addressing such breaches.
3.5 No warranty is given, other than as expressly stated in the Agreement, regarding the uninterrupted availability of the Technology or the relevance, quality, or completeness of the Output Data. The Client shall defend, indemnify, and hold harmless the Company and its employees from any claims, losses, or expenses (including legal fees) arising from the use of Output Data.
3.6 The Client acknowledges that the Technology depends on third-party services such as the Internet, storage service providers, or AI-based resources, and that the service may be subject to delays or interruptions caused by these third-party providers.
3.7 The Client agrees to cooperate with any requests for information or access to certain data related to the use of the Technology.
3.8 The Company reserves the right to evolve the Technology during the Term of the Agreement.
4.1 This Agreement shall remain in force for the entire License Term as specified in Article 4 of the Special Terms and Conditions, unless terminated in accordance with the following provisions.
4.2 The Company may terminate the Agreement with immediate effect if payment of the Price is not received within 15 days of its due date, subject to sending a termination letter.
4.3 The Agreement may be terminated with immediate effect by either Party in the following cases:
a) if one Party breaches any of its obligations under the Agreement and the breach is not remediable;
b) if the breach is remediable, but remains uncorrected after 30 days following formal notice from the other Party;
c) if either Party enters into administration, judicial liquidation, bankruptcy, or appoints a receiver;
d) in the event of force majeure, as provided in Article 6.
4.4 Upon expiry or termination of the Agreement, neither Party shall be released:
a) from any obligations or liabilities intended to survive expiry or termination;
b) from any obligations or liabilities incurred prior to the date of expiry or termination, or as a result thereof.
4.5 Expiry or termination of the Agreement shall not affect the Parties’ rights and legal remedies to seek compensation for any loss or damage incurred.
The Client acknowledges that the Company shall not be held liable to the Client and/or any third party for the performance of the Technology due to third-party software or services (“Intermediary Services”) used directly or indirectly by the Technology, regardless of the licensing terms of said Intermediary Services.
Neither Party shall be held liable for delays or failures in the performance of its obligations under the Agreement due to events or circumstances that are irresistible, unforeseeable, and unavoidable. If the effects of such force majeure last for more than three months, either Party may terminate the Agreement with immediate effect by providing written notice to the other.
7.1 The Company owns and retains all intellectual property rights (patents, trademarks, and other rights) in all elements comprising the Technology, as well as all documentation, concepts, techniques, inventions, processes, software, or work performed in relation to the Technology and Services, regardless of format, programming language, medium, or language used. This Agreement does not grant the Client or Users any intellectual property rights in the Technology beyond those specifically granted under the Agreement.
7.2 The Client is solely responsible for obtaining the necessary rights and paying royalties or other licenses required for the use of protected works submitted as Input Data by the Client or Users. The Client shall bear all financial consequences thereof.
7.3 If the Client provides suggestions or feedback (“Suggestions”), they agree that the Company may freely, without charge and worldwide, use, reproduce, license, and commercially exploit such Suggestions in connection with the Technology or other products and services developed by the Company.
8.1 Each Party agrees to:
a) Ensure that no confidential information—whether explicitly marked or reasonably understood as confidential—is disclosed to third parties;
b) Use any technical, commercial, or financial data or information related in any way to the business of the other Party or its customers/suppliers solely for the purposes set out in the Agreement.
8.2 The obligations in Article 8.1 shall remain in effect for two years after the termination of the Agreement. However, confidentiality obligations shall not apply to information for which the receiving Party can demonstrate that:
a) it was public at the time of receipt;
b) it became public after receipt through no fault of the receiving Party;
c) it was already in possession of the receiving Party at the time of receipt;
d) it was lawfully obtained from a third party without breach of any confidentiality obligation;
e) disclosure was approved by the disclosing Party.
8.3 Each Party agrees to implement appropriate procedures to restrict access to sensitive data to only those persons who need it for their job functions.
8.4 The Client acknowledges that the Company is entitled to use the Client’s name and brand (including logo) for reference purposes and may mention the Client as a customer of the Company.
9.1 Unless otherwise stated in the License Agreement, the Company’s obligations are best-efforts obligations. To the extent permitted by law, the Company does not guarantee uninterrupted access to the Technology, its security, or the relevance of Output Data.
9.2 The Company shall not be liable for direct or indirect damages such as, but not limited to, loss of profits, data, or customers. If the Company is held liable, compensation shall be limited to the annual amount actually paid by the Client for the specific service that caused the damage.
10.1 The Price of the Services is indicated in Article 4 of the Special Terms and Conditions.
10.2 Prices are exclusive of taxes. VAT shall be added at the applicable rate at the time of invoicing and paid in accordance with applicable law.
10.3 Unless otherwise stated in the Special Terms and Conditions, the Price shall be paid by the Client within 30 days of receipt of the Company’s invoice.
10.4 If the Price is not paid as specified in Article 5 of the Special Terms and Conditions, the Company reserves the right, without prejudice to any other remedies:
a) to suspend access to the Services until payment is received;
b) to charge interest on overdue sums from the due date until payment at the higher of: i) 4% per month, or ii) the maximum legal interest rate;
c) to charge collection costs arising from late payment.
10.5 In the event of termination of the Agreement, all payments due for the provision of Services shall become immediately payable.
10.6 The Client expressly agrees that if the Agreement is terminated early due to the Client’s breach, no refund of the Price, in whole or in part, shall be made.
The Client may not assign or transfer any of its rights or obligations under this Agreement without the Company’s prior written consent.
Articles 3.3, 8 and 9 shall survive termination or expiration of the Agreement.
The validity, performance, and interpretation of the Agreement shall be governed by French law, to the exclusion of any other legal system or conflict of law rules. Any disputes shall be submitted to the jurisdiction of the courts in the district of NOLEJ’s registered office (NEURONYS SAS), including in summary proceedings or in cases involving multiple defendants.
If any provision of the Agreement is deemed illegal or unenforceable, that provision shall be considered null and void without affecting the validity of the Agreement as a whole. The Parties shall negotiate in good faith to replace such provision with a similar clause having equivalent effect.
15.1 This Agreement contains the entire understanding between the Parties concerning the provision of the Services and supersedes all prior negotiations, written commitments, purchase orders, email exchanges, or other documents.
15.2 Any modification to this Agreement must be made in writing and signed by authorized representatives of both Parties.
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