Smartmuse.ai general terms and conditions of sale

These General Terms and Conditions of Sale (hereinafter referred to as "GTCS") define the contractual relationship between the purchaser (hereinafter referred to as "The Customer") on the one hand and the seller, LEADNOSTIC (hereinafter referred to as "LEADNOSTIC" or "The Provider") on the other hand, EURL with capital of €1,000, registered with the Paris Trade and Companies Register under number 911 007 581, whose registered office is located at 36 avenue de l'Observatoire, 75014 PARIS, contact e-mail: info@smartmuse.ai.

Buyer and Seller may also be referred to hereinafter jointly or individually as "The Parties" or "The Party".

In the absence of a specific Contract for the Provision of Services between LEADNOSTIC and its Customer, the General Terms and Conditions of Sale described below shall apply ipso jure.

These General Terms and Conditions may be modified at any time by the Service Provider.

Article 1: Purpose

The purpose of these General Terms and Conditions is to define the technical, legal and financial conditions under which the Customer may subscribe to a Service Provision from the Service Provider in order to benefit from the Services developed by the Service Provider.

The provisions of these General Terms and Conditions of Service are binding and apply to the Customer in respect of any Provision of Service entered into with the Service Provider consisting of a subscription to access the Services.

No special or general terms and conditions of purchase shall prevail over these GCS, unless expressly agreed in writing by both parties. In the absence of express acceptance, any condition to the contrary shall, therefore, be unenforceable against the Service Provider, regardless of when it may have been brought to the Service Provider's attention.

Article 2: Description of Services

The Service Provider offers the provision, on a monthly or annual subscription basis, of a SaaS solution called "SmartMuse" consisting of a customized chatbot (GPTs) for the use of Open AI's ChatGPT, custom-developed by the Service Provider and specifically designed for companies to enable them to effortlessly create high-quality content perfectly aligned with the company's DNA (a detailed description of the Services is available on the Site: https://smartmuse.ai/).

The Service Provider also offers regular updates of the SmartMuse solution and training workshops, depending on the subscription package.

Details of the subscriptions offered by the Service Provider to access the Services are available here: https://smartmuse.ai/packages.

Article 3: SmartMuse Service access and subscription

Access to the Service is possible, from a personal computer (PC or Mac) or compatible portable device, by connecting to the https://openai.com/chatgpt website.

Use of the Service requires a broadband Internet connection, and mobile Internet where applicable for compatible portable devices. These connections are not supported by the Service Provider, and it is therefore the Customer's responsibility to subscribe to a broadband and/or mobile Internet service in order to use the Service.

Access to the Service is conditional upon the Customer first taking out a "Plus" subscription to Open AI's ChatGPT, the terms and pricing of which are governed exclusively by Open AI (a detailed description of the "Plus" offer is available here: https://openai.com/chatgpt), which the Customer expressly acknowledges.

By accessing the Service and taking out a subscription, the Customer undertakes to comply strictly with the general terms and conditions of Open AI's ChatGPT platform, accessible here https://openai.com/policies/eu-terms-of-use. The Customer expressly acknowledges having read and understood these terms and conditions prior to taking out a subscription hereunder.

Access to the Service also requires a subscription via the Service Provider's website https://smartmuse.ai/.

To subscribe, the Customer must :

- register on the https://smartmuse.ai/ website or contact the Service Provider directly using the contact form;

- pay the subscription price using one of the payment methods offered;

- confirm subscription;

- fill in all the information required to request an invoice.

Subscription to the Service only takes effect when the Service Provider sends a confirmation e-mail.

The Customer undertakes to provide true and sincere information about himself/herself and to inform the Service Provider without delay of any change in the information provided at the time of subscription, in particular any change of e-mail address or means of payment.

Article 4: Availability and modification of the Smartmuse Service

The Smartmuse Service is available twenty-four hours a day, seven days a week, subject to the above conditions.

The Service Provider reserves the right to make any and all modifications and improvements to the Service. The Service Provider undertakes to ensure that this does not result in any deterioration in quality or substantial modification of the Service's functionalities.

In addition, the Service Provider reserves the right to temporarily suspend access to the Service in order to carry out maintenance operations.

Temporary interruptions to the Service will, as far as possible, be notified via the Site at least 24 (twenty-four) hours before they occur, except where such interruptions are of an emergency nature.

As the Service offered is dependent on access to Open AI's ChatGPT platform, the Customer expressly acknowledges that the Service Provider is not responsible for any suspension or modification of the Service inherent in Open AI's ChatGPT platform.

The Service Provider also reserves the right, without compensation, to permanently terminate the Service. Any permanent termination of the Service will be notified via the Site at least 1 (one) month before it occurs and will take effect at the end of the current subscription term. The Customer will no longer be liable for any payment from the date of termination of the Service.

Article 5 : Commitments of the Service Provider

The Service Provider undertakes, as an obligation of means, to carry out the Provision of Services and to provide access to the Services with all the care customary in its profession, in accordance with the rules of the art at the time.

The Service Provider will use all necessary means at its disposal to care for and preserve computer files and other documents entrusted to it by the Customer for the performance of the Service Provision.

Article 6 : Subscription duration

The Service Provider offers the Subscriber the choice of a one-month subscription or any other duration depending on the offers proposed on the Site.

Unless terminated by the Customer under the conditions of Article 13, and except in the case of the use of a non-recurring means of payment (in particular prepaid or other cards), the subscription to the Service is tacitly renewed for a period identical to that initially subscribed.

Thus, if the Subscriber takes out a monthly subscription, it will be automatically renewed for a further one-month period. The same applies to annual subscriptions.

Article 7 : Prices

The price of subscriptions for access to the Services is set unilaterally by the Service Provider, who reserves the right to modify the prices at any time by informing the Customer in advance by e-mail to the address given at the time of subscription, at least 30 days before the increase takes effect.

The price list for Service subscriptions is available here: https://smartmuse.ai/packages.

The Service subscription price is quoted in euros and includes all taxes.

In the event of a price increase, the Customer who does not accept this price increase may terminate his subscription under the conditions indicated in article 13, with effect from the next subscription expiry date. In the absence of termination by the Customer, the new price will apply from the next subscription expiry date following the new price.

Any increase in VAT (Value Added Tax) will be automatically and immediately reflected in the price of the Service. The same shall apply in the event of the introduction of any new tax based on the price of the Service, for which the Service Provider may become liable. The cancellation conditions provided for in the event of a change in the price of the subscription formulas referred to above shall apply under the same conditions in the event of a price change resulting from an increase in or the creation of new taxes.

Article 8 : Payment

Various means of payment of the subscription or package price are offered via our partner Stripe.

Depending on the duration of the subscription chosen by the Customer, the subscription price is payable monthly or annually (except in the case of non-recurring payment methods such as prepaid cards or others).

Payment will be made in arrears (payment in advance) at the time of subscription to the Service, then each month or year, by direct debit for monthly and annual subscriptions, until termination of the subscription, whether the termination is at the Customer's initiative or that of the Service Provider, as described respectively in article 13.

Article 9 : Warranties and Liabilities

The Customer expressly acknowledges that the Service Provider makes no warranty, express or implied, as to the performance, accuracy, reliability or any other characteristic of the Services offered. The Services are provided "as is" and "as available", without warranty of any kind.

The Service Provider disclaims all liability to the Customer or any other party in the event of failure, malfunction or interruption of the Service, and more generally in the event of failure, malfunction or interruption of Open AI's ChatGPT platform.

In no event shall the Service Provider be liable for any direct, indirect, special, consequential or incidental damages resulting from the use or inability to use the Services, even if the Service Provider has been advised of the possibility of such damages.

In no event shall the Provider's total liability to the Customer exceed the amount actually paid by the Customer to the Provider for the Services provided during the three (3) months preceding the event giving rise to liability.

The Customer remains solely responsible for the content, texts, images and information transmitted to ChatGPT via the Services offered by the Provider.

Article 10 : Force Majeure

The Service Provider cannot be held liable if the non-execution or delay in the execution of one of its obligations described in the present GCS results from a case of Force Majeure.

In this respect, Force Majeure is defined as any serious event that destabilizes the performance of the Service, and that is unforeseeable, irresistible and external to the Service Provider.

In the event of Force Majeure, the Service Provider will inform the Customer as soon as possible by e-mail.

Article 11 : Confidentiality of Data

All information, data, documents and other materials, whether verbal, written or electronic, provided by one party to the other within the scope of this contract and designated as confidential shall be considered as "Confidential Data".

The Parties undertake to maintain the confidentiality of the Confidential Data and not to disclose it to third parties without the prior written consent of the other Party. Each Party will take all reasonable steps to prevent unauthorized disclosure of the Confidential Data.

Confidential Data shall be used solely for the purpose of performing these General Terms and Conditions and shall not be used for any purpose other than as authorized herein.

Each Party will ensure that its personnel and subcontractors who have access to Confidential Data are bound by confidentiality obligations at least as strict as those stipulated herein.

At the request of the other Party or upon termination of the Agreement, each Party will immediately return all copies of the Confidential Data or destroy them in a secure manner.

The confidentiality obligations shall not apply to information that is (i) already publicly known at the time of disclosure, (ii) independently discovered without reference to the Confidential Data, or (iii) become public through no fault of the Party receiving the Confidential Data.

The Service Provider declines all responsibility for data transmitted by the Customer to Open AI's ChatGPT in connection with the use of its Service.

Article 12 : Intellectual property

The Service Provider grants the Customer a non-exclusive right to use the SaaS solution called "SmartMuse" consisting of a customized chatbot (GPTs) for the use of Open AI's ChatGPT, custom-developed by the Service Provider.

All programs, source codes, texts, sounds, videos, images, icons, logos, trademarks (figurative or nominative), interfaces, screens enabling access to the Service offered by the Service Provider are protected by French laws relating to Intellectual Property and by International Conventions relating to Intellectual Property.

The general structure of the GPTs developed by the Service Provider and all other elements of which it is composed (text, illustrations, logos) are the exclusive property of the Service Provider, and are protected by copyright, trademark law, trade secret law, or any other intangible property right subject to current French law and regulations.

Any reproduction and/or representation, in whole or in part, without the express prior consent of the Service Provider, of the GPTs and/or its component parts, by any process whatsoever, is prohibited.

Insofar as the development of the Service involves the use of software components subject to so-called "free" (or "open-source") software licenses necessary for the operation of the Service, of which the Service Provider is not the author and/or publisher, the Customer acknowledges that the rights granted to said software are governed by the provisions specific to said software.

The Service Provider retains exclusive ownership of any pre-existing means, tools, inventions, methods or know-how, whether or not they are subject to specific protection (copyright, patent, trademark, etc.). No right of use is granted to the Customer in respect of these elements.

Article 13 : Cancellation

The Customer may terminate the subscription by informing the Service Provider by e-mail, giving 1 month's notice. Cancellation will be effective at the end of the 1-month notice period and the subscription price will be due until the end of the notice period.

Without prejudice to any damages that the Service Provider may claim, the Service Provider reserves the right to suspend access to the Service and/or terminate the Customer's subscription automatically, without notice or compensation, in the event of :

- non-compliance with these GCU-CGV, and in particular :

- Violation of the intellectual property rights of the Service Provider and/or third parties,

- Circumvention or attempted circumvention of the technical protection measures in place,

- Providing false information when registering for the Service,

- Use of the Service for fraudulent or illegal purposes,

- total or partial non-payment by the Customer of the price of his subscription to the Service;

- acts contrary to the commercial interests of the Service Provider;

- violation of applicable legislation.

Irrespective of the aforementioned cases, in the event of one of the Parties failing to meet its contractual obligations under the Contract, the other Party may automatically request termination of the Contract, if the defaulting Party fails to remedy its breach within fifteen (15) working days from the date of receipt of notification of the breach by registered letter with acknowledgement of receipt.

Article 14 : Applicable law and settlement of disputes

These GCS are governed by French law.

The French text of these General Terms and Conditions shall prevail as the original text. This online version of the General Terms and Conditions of Sale prevails over any other printable version. As these online GCS may be modified at any time, the applicable version is that in force at the date of subscription by the Customer.

The Parties undertake to settle amicably any dispute, litigation or contestation arising from the contractual relationship. In the absence of agreement, any dispute as to the validity and/or interpretation of these GCS and/or the performance of the Services covered hereby shall fall within the exclusive jurisdiction of the Commercial Court of Paris, even in the event of multiple defendants or third-party claims.

Last update February 5, 2024