SERVICE TERMS

Last modified 14.03.2023

These Service Terms (the “Terms”) apply between you and Neuronys SAS when you use the products and services of NOLEJ AI, or our affiliates, including our application programming interface, software, tools, data, documentation, and website (“Services”). The Terms include the present Service Terms and other documentation, guidelines, or policies NOLEJ may provide in writing. By using our Services, you agree to these Terms. 

1) Provision of Services

In consideration for the payment by you of the fees (except if you are eligible for the Trial, and only during the Trial period) as provided on the NOLEJ’s pricing page, NOLEJ shall allow you to create AI generated content through the Services, and will provide you with access to the Services and your account. Should you terminate your subscription to the Services or should you not have enough Credits on your account, you will not be authorized to create new AI generated content, but you will still be able to access the AI generated content you created previously.

2) Your account

2.1 Upon agreeing to the Terms, an account is set up for you, with the credentials you will have provided to NOLEJ. From your account you can manage your account setting, change your details or terminate the Terms and your access to the Service. You must be 18 years or older and able to form a binding contract with NOLEJ to use the Services. If you use the Services on behalf of another person or entity, you must have the authority to accept the Terms on their behalf. 

2.2 If you are a legal person (e.g. a university), you will be given by NOLEJ the opportunity to manage your account as an administrator (“Main Account”) and create an unlimited number of sub profiles (e.g for teachers) (“Sub Profile”) attached to your main account. Each Sub Profile will be able to use the main account’s credits indistinctly, for the duration of Main Account Subscription. The Main Account administrator is free to terminate any Sub Profile access to the Services.

3) Your Responsibilities and Obligations

3.1  NOLEJ shall have no obligation to provide access to the Services until you have confirmed your agreement with the present Terms and paid the corresponding Fee, unless you are eligible to the Trial.

3.2 You must provide accurate and complete information to register for an account. You may not make your access credentials or account available to others outside your organization, and you are responsible for all activities that occur using your credentials.

3.3 You may provide input to the Services and receive output generated and returned to you by the Services, based on those input. Input and Output are collectively referred to as “Content”. You are the sole responsible for the Content, and in particular for ensuring that it does not violate any applicable laws, intellectual property rights or the Agreement.

3.4 You undertake to use all reasonable endeavors to ensure the accuracy of the Content.

3.5 You shall, where applicable, promptly provide NOLEJ with (and warrants that it is entitled to do so) accurate and complete information concerning requirements relevant to the Services, answers to queries, decisions and approvals required by NOLEJ in connection with the Services. 

3.6 You must implement reasonable and appropriate measures designed to help secure your access to and use of the Services. If you discover any vulnerabilities or breaches related to your use of the Services, you must promptly contact NOLEJ and provide details of the vulnerability or breach.

4) Subscription Period and Credits

4.1 NOLEJ may propose to you different subscription periods for the access to the Services. The access to the Services shall run for the minimum period of time agreed upon when concluding the agreement, and shall be automatically renewed for the same period (the minimum period and subsequent periods of renewal are hereinafter referred to in each case individually as ”contractual periods”), unless it has previously been terminated by one of the parties prior to the expiry of the respective current contractual period. 

4.2 Each creation of AI generated content through the Services will require a certain amount of credits (“Credits”), which may vary according to the type and format of document you will submit as an input. The Credits value for each AI generated content generated through the Services will be deducted from your account following the submission of the input to the Services. Credits are not refundable.

4.3  For each Contractual Period you will be credited on your account with a certain number of Credits, as provided on the price and subscription pages of the Services. All unused Credits within a Contractual Period will be reported to the next Contractual Period, in addition to the Credits allocated for that next Contractual Period, provided that you don’t terminate your subscription. Should you terminate your subscription, the remaining Credits as at the date of termination will be kept in your account until you reactivate your subscription, but you won’t be allowed to create any new AI generated content through the Services.

4.4 If during your Contractual Period you consume all your Credits, you will be offered the opportunity to buy additional Credits through packages. Should you buy a Credits package, it will be added to your account for the current Contractual Period.

4.5 Should you terminate your subscription or not have enough Credits on your account, you will not be able to create additional AI generated content, but you will still be able to access the AI generated content you previously created.

5) Free Trial

NOLEJ may offer you the opportunity to access the Services through a free trial phase, where you will be provided the opportunity to access the Services on a free of charge basis with 15 Credits credited on your account and usable for a period of 10 days following the activation of your account ("Trial"). If you are an entity, you will be able to create a Trial account for a maximum of 5 (five) physical persons (e.g. teachers), who will each benefit from the Trial conditions as described above. You may conclude a Trial only once per 12 months period. No Fee at all will be charged to you by NOLEJ during the Trial. At the end of the Trial, you will be offered the opportunity to either subscribe to the Service on a paid for basis for a Contractual Period, or to top up your account with additional Credits. In case you do not subscribe or top up with Credits your account at the end of the Trial, you will no longer be able to create new interactive content through the Services, but you will still be able to access the content you will have created during the Trial. You may not create more than one account to benefit from Credits provided within the Trial. If NOLEJ believe you are not using the Trial in good faith, NOLEJ may charge you standard fees or stop providing access to the Services.

6) Charges,Fees and Payment

6.1 You commit to pay all fees charged to your account (“Fees”) for the use of the Services according to the prices and terms on the applicable pricing page, or as otherwise agreed between us in writing. We have the right to correct pricing errors or mistakes even if we have already issued an invoice or received payment. You will provide complete and accurate billing information including a valid and authorized payment method. We will charge your payment method on an agreed-upon periodic basis, or when you will buy additional credits for the use of the Services. You authorize NOLEJ and its affiliates, and our third-party payment processor(s), to charge your payment method for the Fees. If your payment cannot be completed, we will provide you written notice and may suspend access to the Services until payment is received. Fees are payable in Euros or U.S. dollars, depending where you are located, and are due upon subscription to the Services or top up of your Credits. Payments are nonrefundable.

6.2 Charges are shown exclusive of Value Added Tax, or any applicable federal, state, local sales or equivalent taxes or duties, which shall be added to the charges and paid by You at the rate and in the manner for the time being prescribed by law. NOLEJ uses the name and address in your account registration as the place of supply for the taxes purposes. You must keep that information accurate and up to date.

6.3 Payment for all Services shall be charged upon confirmation of your subscription or Credits top up.

6.4 If payment has not been received as set out herein the NOLEJ reserves the right, in addition to any other right it may have, to suspend Services under this Agreement until payment is made in full.

6.5 If any sum payable under this Agreement is in arrears, then, in addition to and without prejudice to any other remedies which may be available under this Agreement, NOLEJ reserves the right to charge you interest on any and all such sums, on a daily basis, from the original due date to the date of actual payment at the rate of the greater of: i)  four (4) per cent per month or part of a month, and ii) the maximum interest rate as provided by the applicable law, plus any recovery expenses.

6.6 Where this Agreement is terminated as provided in Clause 4 all payments to NOLEJ for the Services provided and all work done under the Agreement to date will be immediately due and payable; furthermore, a cancellation charge may be payable.

6.7 NOLEJ may change its prices by posting notice to your account and/or to NOLEJ’s website. Price increases will be effective 14 days after they are posted, except for increases made for legal reasons, which will be effective immediately. Any price changes will apply to the Fees charged to your account immediately after the effective date of the changes. Should you disagree with the price change, you are free to terminate the Services, as provided herein.

7) Termination

7.1 These Terms take effect when you first use the Services and remain in effect until terminated. You may terminate these Terms at any time for any reason by discontinuing the use of the Services and terminate your subscription through the NOLEJ dedicated sections to that effect. NOLEJ may terminate these Terms for any reason by providing you at least 30 days’ advance notice. NOLEJ may terminate these Terms immediately upon notice to you if you materially breach theses Terms, especially if you are in breach of your payment obligations, if there are changes in relationships with third party technology providers outside of NOLEJ’s control, or to comply with law or government requests.

7.2 Neither Party shall by expiration or termination of the Agreement be relieved from:

a) any of its obligations or liabilities under the Agreement that are intended to survive such event, such as section 9, 3, 11 and

b) any of its obligations or liabilities arising out of such expiration or termination.

7.3 Expiration or termination of the Agreement shall be without prejudice to all accrued rights and remedies. 

8) Indemnification, Disclaimer of Warranties and limitations on liability

8.1 You will defend, indemnify and hold harmless the NOLEJ, its affiliates and personnel from and against any claims, losses and expenses (including attorney’s fees) arising from or relating to the use of the Services, including the Content, the product or services developed in relation to the Services, the violation of the Agreement or applicable laws.

8.2 The Services are provided “As is”. Except to the extent prohibited by law, no warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance, merchantability or fitness for a particular purpose, satisfactory quality, non-infringement of the Services provided hereunder is given or assumed by NOLEJ, and except as expressly provided in this Agreement all such warranties, conditions, undertakings and terms are hereby excluded. In particular, NOLEJ does not warrant that the Services will be uninterrupted, accurate or error free, or that any Content will be secure or not lost or altered.

8.3 Neither the NOLEJ nor any of NOLEJ’s affiliates or licensor will be liable for any indirect, incidental, special, consequential or exemplary damages, including damages for loss of profits, goodwill, use, or data or other losses, even if NOLEJ has been advised of the possibility. NOLEJ aggregated liability under the Agreement shall not exceed the greater of the amount you paid for the Services that gave rise to the claim during the 12 months before the liability arose and three hundred euros. The limitations in this section apply only to the maximum extent permitted by applicable law.

9) Third parties resources

You agree that NOLEJ is not in any manner responsible or liable to you or to any third party with respect to the proper functioning of intermediate hardware or software supplied by third parties to form part of the Services (e.g OpenAi) (hereinafter the “Third Parties Intermediate”) and/or the actions or omissions of such Third Parties Intermediates, including but not limited to negligence or any statements made by the Third Parties Intermediates in relation to their products.

10) Force Majeure

Neither party shall be liable in respect of any delay or failure in carrying out any of its obligations hereunder to the extent that such delay or failure is caused by any circumstances or events outside its reasonable control. If the effects of such circumstances or events persist for a period in excess of three (3) months then either Party shall have the right at any time after such three (3) month period and during the continuation of those effects to terminate the Agreement forthwith by notice to the other Party.

11) IPR

11.1 You shall take in charge any and all clearances and related payments of, that list without being limitative, royalties, fees, residuals for whichever use of copyrighted works in relation to the use of the Content in execution of the present Agreement.

11.2 You have no obligation to give NOLEJ any suggestions, comments or other feedback relating to the Services(“Feedback”).  However, NOLEJ may use and include any Feedback that you voluntarily provide to improve the Services or other services.  Accordingly, if you provide Feedback, you agree that NOLEJ and its licensees may freely use, reproduce, license, distribute, and otherwise commercialize the Feedback in the Services or other related technologies. You agree not to provide any Feedback that (i) you know is subject to any patent, copyright or other intellectual property claim or right of any third party; or (ii) is subject to license terms which seek to require any products incorporating or derived from such Feedback, to be licensed to or otherwise shared with any third party.

12) Assignment

You may not assign or otherwise transfer in whole or in part any of its rights or obligations under the Agreement without prior written agreement by NOLEJ. NOLEJ may assign these Terms in connection with a merger, acquisition or sale of all or substantially all of its assets, or to any affiliate or as part of a corporate reorganization.

13) Applicable Law and Jurisdiction

The construction, validity and performance of this Agreement shall be governed by French law and each Party hereto submits to the jurisdiction of the French courts.

14) Supervening Illegality

If any provision or term of this Agreement is held to be invalid or illegal under any applicable statement or rule of law, such provision shall be deemed omitted from the Agreement to the extent of such invalidity or illegality but the remainder of the Agreement shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid or illegal provision or term with a valid and legal provision or term having effect as closely as possible to the provision or term being replaced.

15) Entire Agreement and Amendments

15.1 This Agreement constitutes the entire agreement between the Parties in respect of the supply of the Services to you and supersedes all previous negotiations, commitments and writings concerning the same and any terms and Clauses appearing on or referred to in any publicity material, purchase order, acceptance, acknowledgement or other document used by either Party in respect thereof.

15.2 NOLEJ may amend these Terms from time to time by posting a revised version on the website, or if an update materially adversely affects your rights or obligations under these Terms we will provide notice to you either by emailing the email associated with your account or providing an in-product notification. Changes will become effective no sooner than 14 days after we notify you. All other changes will be effective immediately. Your continued use of the Services after any change means you agree to such change.