Optivalue.ai Terms of Service

Recitals

OPTIVALUE (as defined in Article 1) has developed an artificial intelligence platform (the “Optivalue.ai Platform” or simply “Optivalue.ai”) which mobilizes an organization's internal knowledge through specialized AI agents. The Platform covers, in particular, the generation of responses to audit, compliance and tender questionnaires, the analysis of files received, compliance audits against a framework, the identification of applicable texts and the generation of assessment grids, drawing on the Client's internal documents and, where that component is subscribed, on the Regulatory Watch of the Subscribed Countries.

The price of the Subscription rests on two independent tiers: a License, which remunerates the scope made available, and Credits, which remunerate the volume of Deliverables produced. These Terms of Service (the “TOS”) define the contractual framework governing use of the Platform and the invoicing of those two tiers.

Article 1. Identification of the Parties

These Terms of Service govern the relationship between:

Optivalue.ai, a French société par actions simplifiée with a share capital of EUR 3,350,535.32, registered with the Trade and Companies Register of Grasse under number 853 951 556, having its registered office at 300 rue du Vallon, 06560 Valbonne, France (“OPTIVALUE”),

AND

Any legal entity or business individual using the Optivalue.ai Platform (the “Client”).

Article 2. Definitions

The terms defined below have, in these TOS, in the Quotation and in their schedules, the meaning given to them in this article.

2.1 Contract and scope

Subscription: Subscription to the Optivalue.ai Platform, the scope, term and limits of which are set out in the Quotation signed by the Parties. The Subscription comprises a License (Article 6.2) and an Included Allocation of Credits (Article 6.3).

Quotation: The commercial document signed by the Parties which sets the subscribed scope, the prices, the commitment term, the Client Status, the Use Right granted and, where applicable, the Non-financial Considerations. The Quotation prevails over these TOS on the terms of Article 3.2.

Deployment Mode: The technical arrangement under which the Platform is made available, selected in the Quotation from among: shared SaaS, dedicated SaaS, Hybrid, or deployment at the Client's premises (on-premise). Hybrid means deployment of the Platform in the Client's cloud environment, under the Client's hosting agreement and within the Client's account, OPTIVALUE retaining application operation and updates. On-premise means deployment within the Client's own infrastructure.

Knowledge Space: A scope within the Platform comprising a distinct document corpus, with a document capacity expressed in Pages on the terms of Article 6.2.1. One (1) Knowledge Space is included in the License.

Covered Legal Entity: A legal entity appearing, with its corporate name and registration number, on the list of Covered Legal Entities scheduled to the Quotation, and authorized on that basis to use the Platform. The Client may add to that list at any time during the term, by simple written notice accepted by OPTIVALUE, without the need for an amendment; the price is adjusted on the terms of Article 6.9. One (1) Covered Legal Entity is included in the License. Any entity not appearing on the list is a third party within the meaning of Article 5.

Connected Source: A distinct application instance of the Client's information system from which the Platform collects documents or to which it returns Outputs. Connected Sources are counted by instance and not by connector type: two instances of the same software constitute two Connected Sources. One (1) Connected Source is included in the License.

Sector Pack: An additional module activating the specialized AI agents, frameworks, and workflows specific to the Client's industry as designated in the Quotation.

Custom Agent: An AI agent trained on the Client's own frameworks, manuals or document bases, operating alongside the standard agents. The Client owns the training data; OPTIVALUE remains the owner of the agent's technical architecture.

Service Level: The level of support and availability commitment subscribed in the Quotation from among three levels: Standard (business hours), Business, or Premium. The detail of each level appears in the SLA scheduled to the Quotation.

2.2 Consumption

Deliverable: An output produced by the Platform, belonging to one of the types exhaustively listed in Schedule 1. Only the types of Deliverable listed in Schedule 1 consume Credits.

Matter: The unit of work opened in the Platform to which a Deliverable attaches: a tender file, a questionnaire, a memorandum, a contract, an application received, an audit, a product and country pair, or an assessment grid. The opening of a Matter constitutes the triggering event for consumption, on the terms of Schedule 1.

Iteration: Any revision, correction, re-reading, regeneration or successive version of a Deliverable already produced within an existing Matter, without change to the source document or to the scope analyzed. An Iteration consumes no Credit.

New Matter: The opening of a Matter relating to a different source document, to a different scope of analysis, or to a substantially modified version of a document already processed. A New Matter consumes Credits.

Credit: The unit of account for the consumption of Deliverables. The number of Credits attaching to each type of Deliverable appears in Schedule 1. The Credit is neither a currency, nor a security, nor a payment instrument, and is not convertible into any sum of money.

Included Allocation: The number of Credits included in the License for an annual period, as quantified in the Quotation.

Overage: The number of Credits consumed beyond the Included Allocation over an annual period, invoiced at the unit price stated in the Quotation.

Series: The repetition, within the same annual period, of Deliverables of the same type relating to a framework, response format or file template already loaded into the Platform. Beyond the threshold stated in the Quotation, those Deliverables consume a reduced number of Credits. Only the types of Deliverable identified as eligible in Schedule 1 benefit from Series pricing.

Firm Cap: An option subscribed in the Quotation by which the Client sets a maximum number of Credits invoiceable over the period. Beyond that cap, production continues without additional invoicing until the end of the period.

Page: A unit of document measurement used to measure the document capacity provided for in Article 6.2.1. The Page is not a unit of invoicing. The number of Pages is calculated by the Platform on the basis of the text actually extracted and indexed, one Page corresponding to three thousand five hundred (3,500) characters, spaces included. That text includes running text, the content of tables, text obtained from optical character recognition for scanned documents, and the textual content of each slide. Images with no extractable textual content are not counted. Each version of the same document is counted separately. Deletion of a document releases the corresponding capacity at the end of the retention period configured by the Client in the Platform. The number of Pages consumed is visible in real time in the management interface of each Knowledge Space. The maximum file size accepted for indexing appears in the technical prerequisites.

2.3 Watch and environments

Regulatory Watch: An optional component providing for the identification, monitoring and updating of the applicable normative texts, limited to the Subscribed Countries.

Subscribed Country: A country expressly listed in the Quotation under the Regulatory Watch. The scope of the Regulatory Watch is strictly limited to those countries.

Watch Module: An optional component providing for the periodic sweep of the normative sources of the Subscribed Countries in order to identify the texts applicable to the Client and to generate assessment grids. The Watch Module identifies; it does not perform remediation.

Production Instance: The principal deployment, the one that produces the Client's Outputs. It contains the Client's actual documentation, its Knowledge Spaces and the Regulatory Watch of the Subscribed Countries. One (1) Production Instance is included in the License.

Pre-production Environment: A separate deployment of the same software in the same version, containing the Client's configuration but no production data. It is populated exclusively with sample or anonymized documents. One (1) Pre-production Environment is included in the License.

Full Copy: A separate deployment of the same software in the same version, containing the Client's configuration and a copy of its actual corpus, fully re-indexed and isolated as in production. Every Full Copy is invoiced from the first one.

API: The programming interface allowing Deliverables to be triggered and consulted from the Client's applications, without going through the Platform's user interface. The API operates on the Client's existing environments and creates none.

2.4 Use rights

Internal Use: Use of the Platform by the Client and by the Covered Legal Entities, exclusively to process Matters addressed to the Client or initiated by it in the direct context of its own operational and commercial activities. Internal Use includes communicating Outputs to the third parties concerned by the Matter. It expressly excludes Service Provider Use.

Service Provider Use: Use of the Platform to produce Outputs intended for End Clients Served, in the context of a service invoiced by the Client to them. Service Provider Use is authorized only where expressly stated in the Quotation, on the terms of Article 5.2.

End Client Served: A third-party legal entity, distinct from the Client and from the Covered Legal Entities, on whose behalf the Client produces Outputs under Service Provider Use. The number of End Clients Served may not be fewer than five (5).

White Label: The right, authorized only by express statement in the Quotation, to present Outputs to End Clients Served under the Client's own trademarks alone, without mention of OPTIVALUE or of the Platform.

Client Status: The category declared by the Client in the Quotation (large account or mid-market company, SME, small business, young company, public sector or non-profit) which gives entitlement to a discount on the License on the terms of Article 6.6.

2.5 Data and documents

Knowledge base: The space in which the Client stores its Client Data, constituting the context enabling the AI to generate accurate responses.

Client Data: All documents, files and information uploaded by the Client to the Platform, also referred to as Input Data.

Output: Any data, report, response, grid or content generated by Optivalue.ai from Client Data.

DPA: The Data Processing Agreement, defining the obligations of the Parties in accordance with the GDPR.

SAP: The Security Assurance Plan, describing the technical and organizational measures implemented by OPTIVALUE to ensure the security of the service.

SLA: The service level agreement scheduled to the Quotation, specific to the Service Level subscribed.

AI Purchase Option: The Client's right to acquire the AI instance trained on its Client Data at the end of the contract, on the terms of Article 6.12.

Article 3. Purpose, contractual documents and order of precedence

3.1 Purpose and acceptance

These TOS define the legal, technical and financial conditions under which OPTIVALUE makes the Optivalue.ai Platform available to the Client. The Client expressly accepts the TOS, the SLA and the DPA upon subscription, by signing the Quotation or by express electronic acceptance.

3.2 Contractual documents and order of precedence

The contract comprises the following documents, in descending order of precedence:

• the Quotation signed by the Parties and any special conditions thereto;
• Schedule 1 (Credit Schedule) and Schedule 2 (Environments and API) to these TOS;
• these TOS;
• the DPA;
• the SLA corresponding to the Service Level subscribed;
• the Terms of Use.

In the event of any conflict, the document of higher rank prevails, in respect of the conflicting provision alone. No document issued by the Client, and in particular its general purchasing conditions, is enforceable against OPTIVALUE absent express written acceptance.

Article 4. Access, security, incidents and technical subcontracting

4.1 Access management and Client responsibility

Access to the Platform requires credentials that are strictly personal, confidential and non-transferable. User accounts are named accounts; sharing them between several individuals is prohibited. The Client is solely responsible for preserving the confidentiality of the credentials and for all activity carried out through its accounts, whether lawful or not. The Client undertakes to notify OPTIVALUE immediately in the event of suspected unauthorized use or compromise.

4.2 Number of users

The number of named users is unlimited within the Client and the Covered Legal Entities. As consumption is measured in Credits and not per user, no usage threshold is applied to the Client on the basis of the number of accounts. OPTIVALUE nevertheless reserves the right to implement technical measures to protect the Platform in the event of abnormal automated solicitation, after informing the Client.

4.3 Security of the Platform

OPTIVALUE implements appropriate technical and organizational measures to ensure the security and confidentiality of Client Data and Outputs. Those measures are set out in the SAP, made available to the Client upon reasoned request.

4.4 Client audit

The Client may verify OPTIVALUE's compliance with its security and data protection obligations, once per calendar year, on thirty (30) days' written notice, during business hours and for no more than one (1) business day per audit. The audit is carried out by the Client or by an independent third party appointed by it, which must not carry on any activity competing with that of OPTIVALUE and must be bound by a confidentiality undertaking.

The audit covers the measures described in the SAP. It may not give access to the source code of the Platform, to the data or environments of other clients, or to third-party premises or systems. Costs incurred by the Client remain at its expense. OPTIVALUE may propose, in substitution for all or part of the audit, delivery of its current certification or independent audit reports.

4.5 Supervisory authorities

THE LIMITATION SET OUT IN ARTICLE 4.4 IS NOT ENFORCEABLE AGAINST THE SUPERVISORY, OVERSIGHT OR RESOLUTION AUTHORITIES HAVING JURISDICTION OVER THE CLIENT.

OPTIVALUE cooperates fully with those authorities, without limitation as to frequency or duration, and provides the Client with the assistance necessary to satisfy their requests, including the communication of the required information and documents and access to its premises and systems where the authority so requires. That assistance is provided at no cost to the Client. Where such requests exceed, in any one year, five (5) cumulative business days, the Parties shall agree in good faith on the arrangements for covering the additional days.

4.6 Notification of security incidents

OPTIVALUE informs the Client of any security incident affecting the confidentiality, integrity or availability of its Client Data or of its instance, as soon as possible and no later than twenty-four (24) hours after the event is qualified as an incident. The notification states the nature of the incident, the data and functions affected, the measures taken and the expected recovery timetable. It is supplemented by a written report within five (5) business days following closure of the incident. Incidents affecting personal data are further subject to the regime set out in the DPA.

4.7 Technical subcontractors

OPTIVALUE uses technical subcontractors for hosting and infrastructure and, where applicable, base model providers. The list of those subcontractors and providers, their role, their country of establishment and the jurisdiction governing their capital control are communicated to the Client upon request and kept up to date.

Any addition or replacement of a subcontractor involved in the processing of Client Data is notified to the Client at least thirty (30) days before it takes effect. The Client may object by reasoned written notice within that period where the change degrades the level of security described in the SAP, alters the place of processing defined in Article 11.1, or introduces into the chain an entity governed by a jurisdiction other than that of the place of processing retained in the Quotation. Failing agreement within thirty (30) days of the objection, the Client may terminate the affected component without indemnity, or the contract where the replacement affects the service as a whole.

Article 5. Use rights and prohibited uses

5.1 Principle: Internal Use

Unless expressly stated otherwise in the Quotation, the license granted to the Client is strictly limited to Internal Use as defined in Article 2.4.

5.2 Service Provider Use

Service Provider Use is authorized where the Quotation expressly so states and where the Client pays the corresponding price. The authorization is subject to the following cumulative conditions:

• the End Clients Served appear on a list scheduled to the Quotation, which may not contain fewer than five (5) at subscription;
• the Client remains solely responsible towards its End Clients Served; no contractual relationship is created between OPTIVALUE and them;
• the Client shall procure that its End Clients Served comply with Articles 5.4, 14 and 24;
• the Client grants its End Clients Served no direct access to the Platform or to the API, unless otherwise stated in the Quotation.

Each additional End Client Served is added to the list by purchase order or by amendment, prior to the production of the first Output concerning it. The removal of an End Client Served is notified in writing and takes effect at the end of the current annual period. The production of an Output for the benefit of a person not appearing on the list constitutes a breach within the meaning of Article 5.6.

5.3 White Label

White Label is authorized where the Quotation expressly so states, for the term of the Subscription and for the declared End Clients Served alone. It entails no assignment of, or license over, OPTIVALUE's trademarks, names or distinctive signs, and does not authorize the Client to hold itself out as the publisher of the Platform. Where White Label applies, Article 26 (Commercial references) does not apply, absent a separate written agreement.

5.4 Prohibited uses

The Client shall refrain, and shall procure that its users refrain, from:

• uploading, storing or processing Client Data that is unlawful, infringing, defamatory, or that violates the privacy or rights of third parties;
• introducing viruses, trojans or any other malicious code;
• carrying out penetration tests, vulnerability scans or load tests without OPTIVALUE's prior written authorization;
• using the Platform in order to develop a competing service, or carrying out competitive benchmarking intended for publication;
• assigning, reselling, renting, sublicensing or making access to the Platform available, in whole or in part, to third parties, otherwise than under Service Provider Use duly authorized in the Quotation;
• extending use of the Subscription to legal entities that are not Covered Legal Entities listed in the Quotation;
• circumventing the security, authentication or subscribed usage-limitation measures;
• reverse engineering, decompiling or disassembling the Platform;
• using non-existent business email addresses.

5.5 Audit right

OPTIVALUE may verify compliance with the use rights granted, no more than once per calendar year, on thirty (30) days' written notice, during business hours and without unreasonable disruption to the Client's business. The audit covers the declared scope alone: Covered Legal Entities, End Clients Served, Connected Sources and environments. It is carried out by OPTIVALUE or by an independent third party bound by confidentiality, at OPTIVALUE's expense, unless the audit reveals a discrepancy exceeding five percent (5%) of the price invoiced, in which case its costs are borne by the Client in addition to the true-up.

5.6 Sanction

Any breach of this article may result in immediate suspension of access to the Platform, without notice or indemnity, and in termination of the contract at the Client's fault, without prejudice to any damages.

Article 6. Financial and pricing conditions

6.1 Price structure

The price of the Subscription comprises two independent tiers, the amounts of which appear in the Quotation:

• Tier 1, the License: it remunerates the scope made available (Article 6.2);
• Tier 2, the Credits: they remunerate the volume of Deliverables produced beyond the Included Allocation (Article 6.3).

No invoicing is based on the number of Pages actually indexed. The Page remains a technical unit of measurement, used to determine the document capacity subscribed on the terms of Article 6.2.1. The Client acquires a capacity, not a consumption.

6.2 Tier 1: components of the License

The License comprises the following components, the scope and prices of which are set in the Quotation:

• the base, according to the Deployment Mode selected, including the standard business agents, the librarian agent, one (1) Knowledge Space, one (1) Covered Legal Entity, one (1) Connected Source, one (1) Production Instance, one (1) Pre-production Environment and an unlimited number of named users;
• the Sector Pack;
• the Regulatory Watch, invoiced per Subscribed Country;
• Knowledge Spaces beyond the first and document capacity extensions;
• Covered Legal Entities beyond the first;
• Connected Sources beyond the first;
• the Watch Module;
• API access;
• Pre-production Environments beyond the first, additional Production Instances and Full Copies;
• the Service Level;
• the Custom Agents.

6.2.1 Document capacity of Knowledge Spaces

In shared SaaS and dedicated SaaS Deployment Modes, each Knowledge Space includes a document capacity of ten thousand (10,000) Pages. The Client's total capacity equals the sum of the capacities of the Knowledge Spaces subscribed and of the capacity extensions subscribed. Any additional capacity is obtained, at the Client's election, by subscribing an additional Knowledge Space where it wishes to have a distinct corpus, or by subscribing a capacity extension per tranche of ten thousand (10,000) Pages where it wishes to extend an existing Space. Both are invoiced in the Quotation.

IN HYBRID AND ON-PREMISE DEPLOYMENT MODES, THE INFRASTRUCTURE BEING PROVIDED AND FUNDED BY THE CLIENT, NO DOCUMENT CAPACITY IS CAPPED.

OPTIVALUE notifies the Client when the capacity of a Knowledge Space reaches eighty percent (80%) and then one hundred percent (100%). The Client then has thirty (30) days to subscribe a capacity extension or an additional Knowledge Space, or to release capacity. Failing regularization within that period, the indexing of new documents in that Space is suspended.

SUSPENSION OF INDEXING DOES NOT AFFECT THE PRODUCTION OF DELIVERABLES ON THE CORPUS ALREADY INDEXED, WHICH CONTINUES WITHOUT RESTRICTION.

Document capacity and the Included Allocation of Credits are two distinct mechanisms. Capacity overage consumes no Credit, and Credit Overage does not affect capacity. Capacity extensions do not enter into the basis for calculating the Included Allocation, since they remunerate storage and indexing capacity and not the production of Deliverables. The count of Pages established by the Platform is conclusive between the Parties on the terms of Article 6.3.8.

6.3 Tier 2: Credits

6.3.1 Schedule

The number of Credits attaching to each type of Deliverable appears in Schedule 1. That schedule is identical for all clients and is not individually negotiable. It may be revised by OPTIVALUE subject to six (6) months' prior written notice. Any revision has no effect on periods already invoiced or, in the case of a multi-year commitment, on the commitment term in progress.

6.3.2 Triggering event

THE CREDIT IS CONSUMED UPON OPENING OF THE MATTER, AND ONCE ONLY PER MATTER. ITERATIONS, REVISIONS, CORRECTIONS, RE-READINGS AND SUCCESSIVE VERSIONS CONSUME NO CREDIT.

The triggering event specific to each type of Deliverable is set out in Schedule 1. The opening of a New Matter within the meaning of Article 2.2 constitutes a further consumption.

6.3.3 Series

For the types of Deliverable identified as eligible in Schedule 1, Deliverables produced beyond the threshold stated in the Quotation, within the same annual period and on a framework or format already loaded, consume the reduced number of Credits stated in the Quotation. The threshold is assessed by type of Deliverable.

6.3.4 Included Allocation and carry-over

The Included Allocation is acquired for the annual period. Credits not consumed at the end of that period are carried over to the following annual period. That carry-over operates once only: Credits so carried over which are not consumed at the end of the following period are definitively lost. Credits are in no event refundable, transferable or convertible into any sum of money.

6.3.5 Overage

EXCEEDING THE INCLUDED ALLOCATION NEVER BLOCKS THE PRODUCTION OF A DELIVERABLE. THE PLATFORM CONTINUES TO PRODUCE THE DELIVERABLES REQUESTED, THE OVERAGE BEING INVOICED AT THE UNIT PRICE SET IN THE QUOTATION.

OPTIVALUE notifies the Client when consumption reaches eighty percent (80%) and then one hundred percent (100%) of the Included Allocation. Those notifications are sent to the administrator designated in the Quotation.

6.3.6 Firm Cap

The Client may subscribe a Firm Cap in the Quotation. Where that cap is reached, production continues until the end of the period without additional invoicing. This option is available as of right to public bodies and to entities subject to a budgetary annuality rule.

6.3.7 True-up and invoicing of Overage

Overage is invoiced in arrears: monthly for the shared SaaS and dedicated SaaS Deployment Modes, annually for the Hybrid and on-premise Deployment Modes. By exception to Article 6.5, Overage is not subject to advance payment.

6.3.8 Metering and challenge

Credit consumption is visible in real time in the administration interface. The count established by the Platform is conclusive between the Parties, save manifest error. The Client has thirty (30) days from receipt of the consumption statement to challenge the count by reasoned written notice. Failing that, the statement is deemed accepted. A challenge does not relieve the Client of payment of the undisputed sums.

6.3.9 Fate of Credits

UPON TERMINATION OR NON-RENEWAL, FOR WHATEVER CAUSE, CREDITS NOT CONSUMED AT THE EFFECTIVE DATE ARE DEFINITIVELY LOST. THEY GIVE RISE TO NO REFUND, NO CARRY-OVER AND NO INDEMNITY, INCLUDING WHERE TERMINATION OCCURS BEFORE THE END OF THE CURRENT ANNUAL PERIOD.

Suspension of access ordered under Articles 5.6 or 21.3 suspends neither the running of the annual period nor the consumption of the Included Allocation. In shared SaaS and dedicated SaaS Deployment Modes, where cumulative unavailability over an annual period exceeds the volume resulting from the applicable availability commitment, the Included Allocation for the following period is extended in proportion to the excess unavailability, to the exclusion of any other indemnity.

6.4 One-off services

In addition to the Subscription, the Client may subscribe non-recurring services, priced in the Quotation or by separate purchase order:

• information system integration: development of connectors with the Client's applications;
• onboarding assistance: user training, initial configuration, document import;
• consulting and advisory services.

6.5 Payment terms

The License and the Included Allocation are invoiced according to the periodicity defined in the Quotation (annually by default), with payment in advance at each due date. Overage is invoiced on the terms of Article 6.3.7. Any late payment automatically triggers late payment interest at three times the statutory interest rate, together with a fixed recovery indemnity of forty (40) euros.

6.6 Client Status

The Status discount applies to the License alone; Credits are invoiced at full price. The Client declares its Status in the Quotation and provides, upon OPTIVALUE's request, the corresponding supporting documents (tax return, extract from the trade register, articles of association, incorporation deed). The Status is revalidated on each anniversary date. The Client informs OPTIVALUE within thirty (30) days of any event causing it to lose the benefit of its Status; the discount then automatically ceases as from the following annual period. Any inaccurate declaration entitles OPTIVALUE to invoice the price difference retroactively for the periods concerned.

6.7 Commitment term, discounts and prepayment

The commitment term selected in the Quotation gives entitlement to the commitment discount stated therein. Prepayment in full of the commitment term gives entitlement to a discounting rebate, also stated in the Quotation. Prepaid sums are not refundable during performance of the contract. In the event of early termination by the Client, they are set off against the indemnity provided for in Article 21.4. Any excess of the prepaid sums over the amount of that indemnity is returned to the Client within sixty (60) days following the effective date of termination.

6.8 Non-financial considerations

The Quotation may provide for non-financial considerations to be provided by the Client, each giving entitlement to an identified fraction of discount. Each consideration is described, dated and subject to a delivery deadline which may not exceed ninety (90) days from signature of the Quotation, unless otherwise stated.

FAILING DELIVERY OF A CONSIDERATION WITHIN THE AGREED PERIOD, THE CORRESPONDING FRACTION OF DISCOUNT AUTOMATICALLY LAPSES AND THE PRICE REVERTS TO LIST, BY WAY OF SUPPLEMENTARY INVOICE, WITHOUT THAT TRUE-UP CONSTITUTING AN AMENDMENT TO THE CONTRACT.

Where a consideration consists of co-hosting an event, the Client undertakes not to associate with it a direct competitor of OPTIVALUE identified in the Quotation. Where a consideration consists of a testimonial, a case study or a quotation, the right of use granted to OPTIVALUE is limited to three (3) years, to the media listed in the Quotation, and the Client may request its withdrawal for the future on three (3) months' notice. Where a consideration relates to the posting of a review on a review platform, it may be conditioned neither on the content of the review nor on the rating given. It is deemed delivered upon posting of the review, whatever its tenor. The Parties comply with the rules of the platform concerned, in particular as regards disclosure of the existence of a consideration and any cap on its value. That consideration is not offered to public sector Clients.

6.9 Change of scope during a period

Any addition of a Knowledge Space, a capacity extension, a Covered Legal Entity, a Subscribed Country, a Connected Source, an environment or an optional component during a period takes effect on the agreed date and is invoiced pro rata for the remaining period. The Included Allocation is adjusted in the same proportion, except for capacity extensions which give rise to no such adjustment. No reduction of scope may take effect before the end of the current annual period.

6.10 Annual price revision

Each year, on January 1, License prices are revised by applying a rate of four percent (4%). That revision does not apply to periods paid for in full in advance. It has no effect on the Credit schedule, revisable only on the terms of Article 6.3.1, nor on the unit price of Overage set in the Quotation for the commitment term.

6.11 Invoicing in currency

Invoicing is in euros. If the Quotation is drawn up in a foreign currency, the amounts in that currency are indicative at the conversion rate specified therein. The applicable rate is that in force on the date of issue of each invoice, unless otherwise agreed.

6.12 AI Purchase Option

At the end of the contract, the Client may acquire the AI instance trained on its Client Data. The terms are as follows:

• the price of the option equals three (3) times the annual average of the sums invoiced to the Client, all components combined, over the last twenty-four (24) months, or over the elapsed term of the contract if shorter;
• the option is exercised by registered letter with acknowledgment of receipt within thirty (30) days following notice of non-renewal;
• the acquisition includes the specialized models, the structured knowledge base, the Custom Agents where applicable, and the accumulated learning;
• the acquisition expressly excludes the source code of the Platform, the standard business agents, the Regulatory Watch, the Watch Module, future updates and any license over OPTIVALUE's intellectual property;
• the technical delivery arrangements are defined in an amendment.

Article 7. Regulatory Watch and Watch Module

7.1 Scope

THE REGULATORY WATCH IS STRICTLY LIMITED TO THE SUBSCRIBED COUNTRIES LISTED IN THE QUOTATION. NO OTHER COUNTRY IS COVERED, WHATEVER THE PLACE OF ESTABLISHMENT OF THE CLIENT OR OF ITS COVERED LEGAL ENTITIES.

7.2 Conduct outside scope

When asked about a country that is not subscribed, the Platform expressly states that the country concerned is not covered and produces no normative analysis in respect of it. The Client may not rely on an absence of response or on a generic response concerning a country that is not subscribed.

7.3 Updating

OPTIVALUE updates the Regulatory Watch of the Subscribed Countries on a regular basis, at a frequency appropriate to the nature and scope of the texts. That updating constitutes a duty of care. No determined integration deadline is guaranteed, unless expressly stated otherwise in the Quotation.

7.4 Traceability

Each Output relying on the Regulatory Watch states, for each text relied upon, its reference, its version and its date of entry into force as known to the Platform at the date the Output was produced. That statement constitutes evidence of the normative scope applied.

7.5 No legal advice

THE REGULATORY WATCH, THE WATCH MODULE AND ALL OUTPUTS PRODUCED BY THE PLATFORM CONSTITUTE NEITHER LEGAL ADVICE, NOR A LEGAL OPINION, NOR ANY ADVISORY SERVICE WITHIN THE MEANING OF FRENCH LAW NO. 71-1130 OF DECEMBER 31, 1971, NOR, MORE GENERALLY, LEGAL ADVICE UNDER ANY APPLICABLE LAW. THEY CONSTITUTE AUTOMATED DOCUMENTARY AND METHODOLOGICAL ASSISTANCE.

The Client remains the sole judge of whether the texts apply to its situation and solely responsible for the decisions taken. It is for the Client to have Outputs validated by a legal professional where the nature of the matter so warrants. OPTIVALUE carries on no regulated legal advisory activity.

7.6 Watch Module

The purpose of the Watch Module is to identify applicable texts and generate assessment grids. It performs no remediation. The number of texts identified per sweep and the frequency of sweeps are set in the Quotation.

The assessment grids generated are Outputs within the meaning of Article 9.1 and belong to the Client. The Client may not, however, assign them for consideration or incorporate them into a commercial offering intended for third parties otherwise than under Service Provider Use duly authorized in the Quotation.

Article 8. Environments, deployment and API

8.1 The three environments

The three environments defined in Article 2.3 and described in Schedule 2 serve distinct purposes and are subject to different pricing treatment as set in the Quotation.

8.2 Prohibition on production data in pre-production

THE CLIENT SHALL NOT LOAD PRODUCTION DATA INTO A PRE-PRODUCTION ENVIRONMENT. ONLY SAMPLE OR ANONYMIZED DOCUMENTS MAY BE USED THERE.

A Pre-production Environment may not be used for production purposes. Processing an actual corpus requires a Full Copy, invoiced as such. Breach of this provision entitles OPTIVALUE to invoice the environment concerned retroactively at the price of a Full Copy.

8.3 Backup and business continuity

In shared SaaS and dedicated SaaS Deployment Modes, backup is performed by OPTIVALUE on the terms of the SLA. In Hybrid and on-premise Deployment Modes, backup, restoration and the business continuity plan are the sole responsibility of the Client. A Full Copy is in no event a backup.

8.4 Deployment at the Client's premises and Hybrid

In shared SaaS and dedicated SaaS Deployment Modes, no infrastructure prerequisite is required of the Client, access being through an up-to-date browser and an internet connection. In Hybrid and on-premise Deployment Modes, the Client provides and maintains infrastructure compliant with the technical prerequisites scheduled to the Quotation, and is responsible for the operation, supervision and physical security of that infrastructure.

8.5 Version policy

OPTIVALUE supports the current version of the Platform and the major version preceding it. The Client has six (6) months from the release of a new major version to update its instance. Upon expiry of that period, earlier versions cease to be supported and the service level commitments no longer apply to them.

8.6 Remote access

In Hybrid and on-premise Deployment Modes, the Client provides OPTIVALUE with secure remote access enabling support and maintenance operations. The choice of technical solution is the Client's.

THE RESPONSE AND RESTORATION COMMITMENTS SET OUT IN THE SLA RUN FROM THE EFFECTIVE PROVISION OF FUNCTIONING REMOTE ACCESS. THEY ARE SUSPENDED FOR AS LONG AS THAT ACCESS IS UNAVAILABLE.

8.7 API

API access is an optional component of the License. Its use is governed by the following rules:

• a call that opens a Matter consumes the same Credits as the user interface, no more and no less;
• consultation calls consume no Credit; the exhaustive list of those calls appears in Schedule 2;
• in shared SaaS and dedicated SaaS Modes, a rate limit expressed in requests per minute and set in the Quotation applies, with queuing rather than rejection of excess requests;
• in Hybrid and on-premise Modes, no rate limit is imposed by OPTIVALUE;
• integrating the API into an offering intended for third parties falls under Service Provider Use and not Internal Use.

Article 9. Ownership of Data and use by the AI

9.1 Ownership of the Client's data

The Client remains the sole owner of all Client Data. Subject to compliance with these TOS, it is also the owner of the Outputs generated from its Client Data. OPTIVALUE claims no ownership right over Client Data or Outputs.

9.2 License granted to OPTIVALUE

The Client grants OPTIVALUE a non-exclusive, worldwide license to host, store and process Client Data, solely to the extent necessary to provide the service and technical support.

9.3 Artificial intelligence training policy

OPTIVALUE FORMALLY UNDERTAKES NOT TO USE CLIENT DATA OR THE CLIENT'S OUTPUTS TO TRAIN, IMPROVE OR DEVELOP ITS GLOBAL ARTIFICIAL INTELLIGENCE MODELS OR THOSE OF ITS TECHNOLOGY PARTNERS.

The processing carried out to provide the service, in particular document indexing and the learning specific to the Client's instance, is partitioned to that instance alone and contributes to no shared model. By exception, the Quotation may provide, by express and separately accepted statement, for the exploitation of anonymized data for aggregated sector statistics. That exploitation excludes any data enabling the Client, its staff or its partners to be re-identified, and the Client may bring it to an end at any time on three (3) months' notice.

9.4 Irreversibility of instance-specific learning

The Client acknowledges that, given the nature of artificial intelligence models, it is not technically possible selectively to remove specific content from the learning specific to its instance once that learning has occurred. Accordingly:

• deletion of Client Data results in deletion of the source files and of the search index, but cannot guarantee the erasure of every residual trace within the instance's learning;
• that limitation does not affect the undertaking in Article 9.3, the learning concerned being strictly confined to the Client's instance and destroyed with it on the terms of Article 22;
• OPTIVALUE expressly recommends that the Client not upload special categories of personal data within the meaning of Article 9 of the GDPR, or data covered by professional secrecy, without prior anonymization or pseudonymization;
• where the right to erasure is exercised, OPTIVALUE deletes the source data and the index, and documents the technical impossibility of selective deletion within the learning, in accordance with the duty of care imposed by the GDPR.

9.5 Quality reports

The Platform allows a user to report that an Output appears satisfactory, unsatisfactory or erroneous. Analyzing a report requires examining its context. OPTIVALUE is accordingly authorized to retain and use, solely to handle the report and improve the Platform: the wording of the request, the Output produced, the extracts of Client Data actually relied upon to produce it, any correction made by the user, and the associated technical metadata.

That use is subject to the following limits: it is confined to individually authorized OPTIVALUE personnel bound by confidentiality; it gives rise to no training of the global models within the meaning of Article 9.3; the elements collected are retained for the time necessary to handle the report and for no more than twenty-four (24) months; they are destroyed together with the Client Data on the terms of Article 22.

The Client may disable the transmission of context at any time from the administration interface. In that case, only the report itself is transmitted, and OPTIVALUE is not required to analyze reports so reduced.

9.6 Usage data and technical metadata

OPTIVALUE collects technical metadata and usage data (logs, connection statistics, features used, volumes processed). Those data are used in aggregated and anonymized form to monitor the performance of the Platform, improve security and user experience, and guide future development.

Article 10. European Regulation on Artificial Intelligence

10.1 Capacity of the Parties

Within the meaning of Regulation (EU) 2024/1689 laying down harmonized rules on artificial intelligence, as amended, OPTIVALUE acts as provider of the AI system constituted by the Platform, and the Client acts as deployer.

A CLIENT THAT MAKES THE PLATFORM OR ITS OUTPUTS AVAILABLE TO THIRD PARTIES UNDER ITS OWN NAME OR TRADEMARK, THAT CHANGES ITS INTENDED PURPOSE, OR THAT MAKES A SUBSTANTIAL MODIFICATION TO IT, ITSELF BECOMES A PROVIDER WITHIN THE MEANING OF THE REGULATION AND ASSUMES ALL THE RESULTING OBLIGATIONS.

This provision applies in particular where White Label is authorized under Article 5.3. The Client bears the consequences alone and indemnifies OPTIVALUE against any resulting claim.

10.2 Intended purpose of the Platform and excluded uses

The Platform is designed for document assistance, compliance analysis and decision support for the benefit of legal entities. It is neither designed nor intended to be used as a high-risk AI system within the meaning of Annex III to the Regulation.

The Client shall accordingly refrain, without OPTIVALUE's prior written agreement, from using the Platform to:

• assess, select, rank or monitor natural persons in a recruitment, employment, self-employment or career management context;
• assess the creditworthiness of natural persons or establish credit scores;
• determine natural persons' access to essential public or private services, to education or to social benefits;
• carry out biometric identification or categorization, or emotion recognition;
• any other use falling within Annex III to the Regulation.

The Deliverable entitled Analysis of a bid or application received, appearing in Schedule 1, relates exclusively to bids or applications submitted by legal entities in the context of a tender or public contract. It in no case relates to job applications.

10.3 Transparency

The Platform informs the user that they are interacting with an artificial intelligence system, from the first interaction and in a clear manner, in accordance with Article 50(1) of the Regulation.

Outputs are produced in a business-to-business professional context. They are not intended to be published for the purpose of informing the public on matters of public interest within the meaning of Article 50(4) of the Regulation. The labeling obligation under that provision, which falls on the deployer, therefore does not apply to Outputs. Should the Client nevertheless intend to publish an Output for such a purpose, it shall inform OPTIVALUE beforehand and assume the required labeling alone.

OPTIVALUE assesses, in the light of the European Commission's guidelines, whether the machine-readable marking obligation under Article 50(2) of the Regulation applies to Outputs, and implements the required markings where that obligation applies. The technical arrangements adopted appear in the documentation provided to the Client. The Client shall not remove, alter or conceal any marking applied.

10.4 AI literacy

Each Party takes the measures necessary to ensure a sufficient level of AI literacy among the persons who, within its organization, use or supervise the Platform. OPTIVALUE makes available to the Client documentation and an awareness module for that purpose, included in the Subscription.

10.5 Artificial intelligence models

The models implemented by the Platform are provided by OPTIVALUE and deployed at the place of processing defined in Article 11.1. They are, where applicable, built from base models developed by third parties and then adapted by OPTIVALUE.

OPTIVALUE communicates to the Client, upon request, the list of the models implemented, the list of the base models from which they derive and their providers, together with the information necessary to understand their capabilities and limitations. Any substitution of one model for another is brought to the Client's attention. It does not constitute a substantial modification of the contract provided that the service level and the place of processing remain unchanged and that Article 11.2 continues to be complied with.

10.6 Human oversight

The Platform is designed to be used under human oversight. The Client designates the persons responsible for that oversight, ensures that they have the competence, training and authority necessary to set aside an Output, and ensures that no Output is used without prior human validation, in accordance with Article 15.

10.7 User vigilance testing

The Platform includes an optional vigilance testing feature, activated by express decision of the Client and stated in the Quotation. Where activated, the Platform inserts, at a frequency configured by the Client, a deliberately erroneous Output intended to measure the effectiveness of human oversight.

That feature is subject to the following rules:

• it may be activated only at the Client's initiative, never at OPTIVALUE's;
• an Output inserted on that basis is immediately flagged as deliberately erroneous to the user who validates it;
• such an Output may in no case be incorporated into an exported deliverable, transmitted to a third party or filed in a Matter;
• the feature does not constitute a mechanism for individually assessing or monitoring users; it gives rise to no individually identifiable reporting, whether to the Client or to OPTIVALUE, and may found no decision concerning any person;
• only aggregated, non-identifiable statistics are produced, for the sole purpose of measuring the overall level of vigilance and improving the Platform;
• the Client informs its users of the existence of the feature where it is activated.

ACTIVATION OF THIS FEATURE DOES NOT CONSTITUTE A BREACH BY OPTIVALUE OF ITS QUALITY OBLIGATIONS AND DOES NOT ENTER INTO THE CALCULATION OF THE SERVICE LEVEL COMMITMENTS.

10.8 Logging and cooperation

The Platform retains a log permitting the production of each Output and the sources relied upon to be traced. The retention period and export arrangements appear in the SLA. The Parties cooperate in good faith in the event of a request from a market surveillance authority.

10.9 Development of the regulatory framework

The timetable for application of Regulation (EU) 2024/1689 has been amended after its entry into force. The Parties agree to adapt this article by amendment as necessary, without that adaptation constituting a substantial modification within the meaning of Article 28.

Article 11. Sovereignty, location and chain of control

11.1 Place of processing

ALL PROCESSING OF CLIENT DATA, INCLUDING STORAGE, INDEXING AND INFERENCE, IS PERFORMED AT THE SINGLE PLACE OF PROCESSING RETAINED IN THE QUOTATION.

That place is determined by the Deployment Mode subscribed:

• in shared SaaS and dedicated SaaS, it corresponds to the geographic region selected by the Client in the Quotation from among those offered by OPTIVALUE;
• in Hybrid Mode, it corresponds to the Client's cloud account and to the region the Client has retained;
• in on-premise Mode, it corresponds to the Client's own infrastructure.

No change of place of processing may occur without thirty (30) days' prior notice and without the Client being able to object on the terms of Article 4.7. Where the place retained is located outside the European Economic Area and personal data are concerned, the safeguards provided for in Article 20 apply.

11.2 Execution of the models

The artificial intelligence models implemented by the Platform are provided by OPTIVALUE. The arrangements for their execution depend on the Deployment Mode subscribed.

IN HYBRID AND ON-PREMISE DEPLOYMENT MODES, THE MODELS EXECUTE ENTIRELY WITHIN THE CLIENT'S DEPLOYMENT PERIMETER. NO CLIENT DATA, NO OUTPUT AND NO INFERENCE REQUEST IS TRANSMITTED TO AN INFERENCE SERVICE OPERATED BY A THIRD PARTY, WHATEVER ITS LOCATION.

In shared SaaS and dedicated SaaS Deployment Modes, the arrangements for execution depend on the place of processing retained under Article 11.1.

Where the models are deployed on infrastructure operated on OPTIVALUE's behalf, inference is performed by OPTIVALUE itself. No inference service operated by a third party is involved.

Where the place of processing retained relies on an inference service operated by a third party, that provider is expressly identified in the Quotation and appears in the subcontractor schedule to the DPA. That arrangement is subject to the following cumulative conditions:

• the service executes at the place of processing retained under Article 11.1, without transfer outside that place;
• the requests, the Client Data and the Outputs are not used to train any model, whether the provider's or a third party's;
• the requests and the Outputs are not retained beyond in-memory processing, nor subject to human review, that configuration being verifiable upon the Client's request;
• OPTIVALUE remains solely liable to the Client in respect of that execution.

Moving from internal execution to an inference service operated by a third party, or changing provider, requires the Client's prior written agreement and constitutes a substantial modification within the meaning of Article 28. The reverse change is unrestricted.

11.3 OPTIVALUE's chain of control

OPTIVALUE declares that it is a company incorporated under French law and that control of it, within the meaning of Article L.233-3 of the French Commercial Code, is not held by any entity governed by a jurisdiction outside the European Economic Area. It informs the Client of any change affecting that position as soon as possible, without prejudice to Article 27.

11.4 Requests from foreign authorities

Where a request for access to Client Data is received from a public authority of a State other than that of the place of processing retained in the Quotation or that of the Client's registered office, OPTIVALUE:

• does not comply with the request on that basis alone;
• requires that it be submitted through the applicable international judicial cooperation channels, in particular mutual legal assistance treaties;
• informs the Client as soon as possible, save where prohibited by law, and in that case seeks the lifting of that prohibition;
• limits any disclosure to the strict minimum and exercises the available remedies.

11.5 Scope of the undertakings

The undertakings in this article relate to processing carried out by OPTIVALUE and its subcontractors. They constitute neither a guarantee of immunity from any foreign legislation nor a certification. Any qualifications and certifications held by OPTIVALUE are stated in the Quotation and their maintenance constitutes a heightened duty of care.

11.6 Covered Legal Entities established outside the place of processing

The Client Data of all Covered Legal Entities are processed at the single place of processing retained in the Quotation, whatever the country of establishment of those entities. The establishment of a Covered Legal Entity outside that place entails no processing in its country of establishment.

Access to the Platform from a country other than that of the place of processing is a matter for the Client, as controller. It is for the Client to assess the lawfulness of that access under the legislation applicable to the entity concerned, in particular the rules on international data transfers, any localization obligations of its own, and legislation conferring on a foreign authority a power of access to data held by entities within its jurisdiction. The Client remains solely responsible for determining the authorized users and the country from which they access the Platform.

THE CLIENT STATES THE COUNTRY OF ESTABLISHMENT OF EACH COVERED LEGAL ENTITY WHEN IT IS ADDED TO THE LIST SCHEDULED TO THE QUOTATION. OPTIVALUE MAY REFUSE TO ADD AN ENTITY WHOSE ESTABLISHMENT WOULD EXPOSE IT TO BREACHING AN INTERNATIONAL SANCTIONS MEASURE OR AN EXPORT CONTROL REGULATION, ON THE TERMS OF ARTICLE 13.

Article 12. Clients subject to sector-specific regulation

12.1 Scope

This article applies where the Client is a financial entity within the meaning of Regulation (EU) 2022/2554, an essential or important entity within the meaning of Directive (EU) 2022/2555, or is subject to regulation imposing equivalent obligations towards its information technology service providers, and has so stated in the Quotation.

12.2 Description of the service and functions supported

The Quotation identifies the Client's functions supported by the Platform and states whether any of them constitutes a critical or important function within the meaning of the regulation applicable to the Client. That characterization governs the application of Articles 12.5 to 12.8.

12.3 Location and subcontracting

The places where the service is provided and where Client Data are processed, together with the subcontracting chain and the regime for changing it, are governed by Articles 4.7 and 11.

12.4 Service levels

The SLA scheduled to the Quotation sets out the commitments applicable to the Deployment Mode subscribed. In shared SaaS and dedicated SaaS Modes, it includes an availability commitment, its measurement and reporting arrangements, and the corresponding service credits. In Hybrid and on-premise Modes, the infrastructure being provided and operated by the Client, the commitments relate to corrective maintenance and support, to the exclusion of any availability commitment. Any additional commitments required by the regulation applicable to the Client are the subject of special conditions in the Quotation, priced where applicable.

12.5 Incident assistance

In the event of an incident affecting the Platform, OPTIVALUE provides the Client with the assistance necessary to manage, report to regulators and resolve the incident, at no additional cost. That free-of-charge assistance applies up to five (5) cumulative business days per annual period; beyond that, assistance is invoiced at the daily rate stated in the Quotation. Assistance made necessary by an incident attributable to the Client is invoiced at the same rate from the first day.

12.6 Resilience testing

By exception to Article 5.4, the Client may include the Platform in the threat-led penetration testing and digital operational resilience testing incumbent upon it. The scope, arrangements and timetable are agreed in writing beforehand. In shared SaaS Mode, testing may relate only to the Client's instance and is conducted under conditions preserving other clients; OPTIVALUE may propose the provision of a dedicated environment for that purpose, invoiced in the Quotation.

12.7 Access, inspection and audit

Where the functions supported are characterized as critical or important, the limitation of one business day per calendar year set out in Article 4.4 does not apply. The rights of access, inspection and audit of the Client, of its statutory auditor and of the competent authorities are then exercised without restriction as to frequency or duration, on terms set in the Quotation.

12.8 Exit strategy

OPTIVALUE provides the Client with the assistance necessary to implement its exit strategy. Upon the Client's written request made no later than the expiry date, the recovery period provided for in Article 22 is extended to six (6) months, during which the service is maintained on the pricing terms in force, invoiced pro rata.

12.9 Register of information

OPTIVALUE provides the Client with the information necessary to maintain its register of information on contractual arrangements, in particular its legal entity identifier, the description of the services provided, the places of processing and the subcontracting chain.

12.10 Termination on regulatory grounds

The Client may terminate the contract without indemnity where a competent authority so directs, or where a breach by OPTIVALUE prevents it from complying with its own regulatory obligations and is not remedied within the period provided for in Article 21.3. The Client shall produce in support of its request the decision or direction of the authority concerned. In that case, Article 21.4 does not apply.

Article 13. International sales

The Client expressly accepts the exclusive application of French law, acknowledges being informed of the processing of data carried out from France or from the geographic region it has selected, and assumes responsibility for the regulations applicable in its country.

Each Party declares that it is neither owned nor controlled by a person subject to international restrictive measures, and shall refrain from using the Platform for the benefit of any such person or in a country subject to embargo. It is for the Client to obtain the authorizations required in its country.

OPTIVALUE MAY IMMEDIATELY SUSPEND ACCESS TO THE PLATFORM, WITHOUT NOTICE OR INDEMNITY, WHERE CONTINUED PERFORMANCE OF THE CONTRACT WOULD EXPOSE IT TO BREACHING AN INTERNATIONAL SANCTIONS MEASURE OR AN EXPORT CONTROL REGULATION.

Article 14. OPTIVALUE's intellectual property

14.1 Principle

OPTIVALUE holds all intellectual property rights in the Optivalue.ai Platform, its models excluding the Client's data, its algorithms, its source code, its frameworks and its associated content. The Client holds only a non-exclusive, non-transferable, non-assignable and revocable license to use them, within the limits of the Use Right granted in the Quotation.

14.2 Custom Agents

As regards Custom Agents developed under the Subscription:

• the Client is and remains the owner of the Client Data used for training;
• OPTIVALUE is and remains the owner of the technical architecture, the code, the algorithms and the know-how used;
• where the AI Purchase Option is exercised, a non-exclusive, perpetual license to exploit the Custom Agent is transferred to the Client, within the limits of the Use Right granted;
• absent exercise of the option, the Custom Agent is destroyed together with the Client's instance in accordance with Article 22.

14.3 Connectors and integration development

THE CONNECTORS, SCRIPTS AND INTEGRATION DEVELOPMENTS PRODUCED UNDER ARTICLE 6.4 REMAIN THE EXCLUSIVE PROPERTY OF OPTIVALUE, INCLUDING WHERE THEY ARE SPECIFIC TO THE CLIENT'S INFORMATION SYSTEM AND INVOICED AS SUCH.

The Client has, for the term of the Subscription, a right to use those developments within the limits of the Use Right granted. The connection parameters, credentials and mapping rules specific to the Client belong to it and are returned to it on the terms of Article 22.

Article 15. Client responsibility for Outputs

Use of the Outputs is a matter for the Client alone. Optivalue.ai being an assistance tool based on generative artificial intelligence, the Client must systematically verify the accuracy, relevance and compliance of the Outputs before any professional use. OPTIVALUE gives no warranty as to the suitability of the Outputs for the Client's specific objectives.

The Client is solely responsible for:

• the compliance of its use of the Platform with the regulations applicable to its industry;
• defining and complying with its data retention policy within the Platform;
• classifying uploaded data according to its level of sensitivity;
• validating Outputs before any decision-making, regulatory, contractual or litigation use, and in particular before any transmission to a third-party assessor, an authority or an end client;
• obtaining any authorization or consent required prior to uploading data;
• security measures relating to access credentials and user management within its organization.

Article 16. Warranty against eviction and infringement

16.1 Warranty

OPTIVALUE warrants that, to its knowledge, the Platform does not infringe third-party intellectual property rights. In the event of a third-party claim brought against the Client and based on such infringement, arising from use of the Platform in accordance with the contract, OPTIVALUE assumes the Client's defense and bears final awards together with reasonably incurred legal costs.

16.2 Conditions of the warranty

The warranty is subject to the following cumulative conditions:

• the Client notifies OPTIVALUE of the claim in writing within fifteen (15) days of becoming aware of it;
• OPTIVALUE alone conducts the defense and any settlement negotiations;
• the Client provides reasonable cooperation and makes no admission of liability.

16.3 Exclusions

The warranty does not apply where the alleged infringement arises from:

• the Client Data or any element provided by the Client;
• the combination of the Platform with elements not supplied by OPTIVALUE;
• a modification of the Platform not authorized by OPTIVALUE;
• continued use of a version the Client declined to update, where the version offered would have ended the infringement;
• use not in accordance with the contract, in particular outside the Use Right granted.

16.4 Remedies

If an infringement is alleged or established, OPTIVALUE may, at its election and at its expense, obtain the right to continue using the element at issue, modify or replace it with an element of equivalent functionality, or, failing that, terminate the component concerned and refund the portion of the price paid in advance and not consumed.

16.5 Scope

Given the generative nature of the Platform and the human validation obligation under Article 15, the Client remains responsible for verifying the Outputs before any dissemination, reproduction or exploitation. The obligations under this article are subject to the limits of Article 19.

Article 17. Availability, service levels and maintenance

Availability is guaranteed in accordance with the SLA corresponding to the Service Level subscribed. The applicable SLA is scheduled to the Quotation and may not be unilaterally amended to the Client's detriment during the current commitment term.

Three Service Levels are offered:

• Standard: support during business hours and a baseline availability commitment;
• Business: support during extended hours, an enhanced availability commitment, reduced response and restoration times, and a quarterly service review;
• Premium: round-the-clock support for blocking anomalies, the highest availability commitment, the shortest response times, a monthly service review and a dedicated client relationship manager.

Availability commitments apply only to the shared SaaS and dedicated SaaS Deployment Modes. Onboarding assistance constitutes a one-off service within the meaning of Article 6.4 and is not included in the Service Level.

The SLA sets out, for each Service Level, the availability commitments, the response and restoration times, the log retention period and the reporting arrangements.

FAILURE TO MEET THE SERVICE LEVEL COMMITMENTS GIVES ENTITLEMENT TO THE SERVICE CREDITS DEFINED IN THE SLA, TO THE EXCLUSION OF ANY OTHER COMPENSATION IN RESPECT OF UNAVAILABILITY.

Service credits are set off against the next invoice and are capped on the terms of the SLA. They are also set off against the cap provided for in Article 19. That exclusivity of remedy does not apply in the event of willful misconduct or gross negligence by OPTIVALUE. Availability commitments are owed only in the shared SaaS and dedicated SaaS Deployment Modes.

WHERE THE SUBSCRIPTION IS TAKEN OUT THROUGH A DISTRIBUTOR, THE SERVICE LEVEL COMMITMENTS AND THE CORRESPONDING SERVICE CREDITS ARE OWED TO THE DISTRIBUTOR ALONE, AS OPTIVALUE'S FINANCIAL COUNTERPARTY.

The Client asserts its service level rights against the distributor with which it has contracted. The distributor provides the first level of contact, qualifies requests and forwards them to OPTIVALUE. OPTIVALUE's commitments run from its receipt of the request.

Article 18. Exclusion of warranties

Except for the warranties expressly set out in the SLA, the Platform is provided as is and as available. OPTIVALUE excludes all implied warranties, including of merchantability, fitness for a particular purpose or non-infringement, and does not warrant that operation will be uninterrupted or error-free.

OPTIVALUE expressly excludes all liability concerning:

• the accuracy, completeness, relevance or reliability of the Outputs, which are by nature probabilistic and liable to contain errors, omissions or approximations;
• the suitability of the Outputs for the Client's specific regulatory, contractual or legal obligations;
• the consistency of the Outputs over time, updates to the Platform, the models or the frameworks being liable to produce variations for identical input data;
• the absence of bias in the Outputs;
• the exhaustiveness of the Regulatory Watch beyond the scope defined in Article 7;
• the consequences of decisions taken by the Client or by third parties on the basis of the Outputs.

FEATURES MADE AVAILABLE ON A TRIAL, PREVIEW OR PILOT BASIS ARE PROVIDED AS IS, WITHOUT WARRANTY OF ANY KIND AND WITHOUT ANY SERVICE LEVEL COMMITMENT.

OPTIVALUE may modify, suspend or withdraw them at any time, without notice or indemnity. The Client uses them at its sole risk and shall refrain from using them for production or decision-making purposes.

Article 19. Limitation of liability

OPTIVALUE's liability is limited to direct and foreseeable damage resulting from a breach of its contractual obligations.

IN ANY EVENT, OPTIVALUE'S AGGREGATE LIABILITY, ON ALL GROUNDS COMBINED, IS CAPPED AT THE TOTAL AMOUNT ACTUALLY PAID BY THE CLIENT IN RESPECT OF THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, ALL COMPONENTS COMBINED, LICENSE, CREDITS AND ONE-OFF SERVICES.

OPTIVALUE shall in no event be liable for indirect damage, such as loss of business, loss of data, loss of turnover, loss of clientele or commercial harm, nor for damage resulting from:

• use of the Outputs without prior verification, in accordance with Article 15;
• the quality, completeness or relevance of the Client Data, the Outputs depending directly on the quality of the input data;
• the technical impossibility of selectively removing content from an instance's learning, in accordance with Article 9.4;
• loss or corruption of Client Data resulting from an act of the Client or an event beyond OPTIVALUE's reasonable control, in particular in Hybrid and on-premise Deployment Modes;
• regulatory sanctions, fines or penalties suffered by the Client as a result of failing to meet its own obligations;
• use of the Platform in a technical environment not compliant with the prerequisites communicated;
• any interruption or degradation resulting from maintenance by infrastructure providers, within the limits of their own commitments;
• commercial, financial, strategic, regulatory or operational decisions taken by the Client on the basis of the Outputs.

The Client acknowledges that OPTIVALUE's obligations are duties of care and not obligations to achieve a specific result, unless expressly stated otherwise.

THE CAPS AND EXCLUSIONS SET OUT IN THIS ARTICLE DO NOT APPLY TO DAMAGE RESULTING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE BY OPTIVALUE, NOR TO PERSONAL INJURY, IN ACCORDANCE WITH THE MANDATORY PROVISIONS OF FRENCH LAW.

In the event of multi-year prepayment, the sums paid are taken into account pro rata for the twelve (12) month period considered, and not for their total amount.

Subject to those reserves alone, the caps and exclusions in this article apply to all claims, whatever their basis, whether contractual, tortious or otherwise, and whatever the number of events giving rise to a claim within the same twelve (12) month period.

ANY ACTION BASED ON THIS CONTRACT MUST BE BROUGHT WITHIN TWELVE (12) MONTHS FOLLOWING THE OCCURRENCE OF THE EVENT GIVING RISE TO IT, FAILING WHICH IT SHALL BE BARRED, IN ACCORDANCE WITH ARTICLE 2254 OF THE FRENCH CIVIL CODE.

Article 20. Protection of personal data

The Client acts as controller for all processing carried out by means of the Platform. OPTIVALUE's capacity depends on the Deployment Mode subscribed:

• in shared SaaS and dedicated SaaS, OPTIVALUE acts as processor within the meaning of Article 28 of the GDPR for all processing;
• in Hybrid Mode, OPTIVALUE acts as processor solely for the application operation, updating and support operations it performs, hosting being a matter for the Client;
• in on-premise Mode, the Client Data being hosted and operated by the Client, OPTIVALUE does not act as processor, save where it accesses Client Data in the course of a support intervention by remote access.

In the latter two cases, a data processing agreement limited to the actual scope of OPTIVALUE's intervention is entered into between the Parties.

OPTIVALUE implements the technical and organizational measures necessary to comply with the GDPR and complies with the obligations incumbent on the processor under Article 28 of the GDPR. The respective obligations of the Parties are defined in the DPA, which forms an integral part of the contract and acceptance of which results from acceptance of these TOS. The list of sub-processors and the location of processing appear in a schedule to the DPA and are updated with notice enabling the Client to object.

The Client, as sole controller, is solely responsible for:

• ensuring the lawfulness of the processing of the personal data it uploads;
• not uploading special categories of personal data without compliant anonymization or pseudonymization;
• responding to data subject rights requests, OPTIVALUE providing technical assistance within the limits of Article 9.4;
• complying with the applicable retention periods and carrying out purges within the periods provided for;
• notifying OPTIVALUE of any data breach of which it becomes aware and cooperating in the event of a breach detected by OPTIVALUE.

In the case of SaaS deployment, data are processed in the geographic region selected by the Client. In Hybrid and on-premise Modes, data remain within the Client's infrastructure. In the event of transfer outside the European Economic Area, the Parties implement the appropriate safeguards provided for by the GDPR.

Article 21. Term, renewal and termination

21.1 Effective date and term

THE CONTRACT TAKES EFFECT ON THE DATE THE PLATFORM IS MADE AVAILABLE, MEANING THE DATE ON WHICH OPTIVALUE COMMUNICATES TO THE CLIENT THE CREDENTIALS FOR ITS PRODUCTION INSTANCE, AND AT THE LATEST ON THE DATE A USER OF THE CLIENT FIRST LOGS IN.

That date is the starting point of the commitment term and of invoicing. Making the Platform available constitutes conforming delivery, without any acceptance or fitness-verification procedure being required, and without prejudice to the service level commitments and OPTIVALUE's correction obligations.

The Subscription is entered into for the initial commitment term defined in the Quotation, which may not be less than three (3) years nor more than five (5) years, unless expressly derogated from in the Quotation. That cap applies to each period taken individually. It limits neither the number of renewals provided for in Article 21.2 nor the total duration of the contractual relationship. Longer terms benefit from the commitment discounts stated in the Quotation.

21.2 Renewal

At the end of the commitment term, the Subscription renews automatically for successive periods equal in length to the initial commitment term, on the pricing terms in force at the renewal date, subject to Article 6.10.

EITHER PARTY MAY OBJECT TO RENEWAL BY NOTIFYING THE OTHER PARTY AT LEAST THREE (3) MONTHS BEFORE THE EXPIRY DATE OF THE CURRENT PERIOD.

OPTIVALUE informs the Client, in writing and at least four (4) months before the expiry of the current period, of that expiry and of the deadline by which it may object to renewal. Failing such information, the Client may object to renewal at any time, until expiry of a period of three (3) months running from receipt of late information. Termination then takes effect at the end of a three (3) month notice period, without indemnity under Article 21.4.

Notice is given by registered letter with acknowledgment of receipt, in accordance with Article 29. Termination takes effect at the end of the current period; access is maintained until that date. Sums already paid in respect of the period remain acquired to OPTIVALUE, without pro rata refund.

21.3 Termination for breach

Where a Party breaches its essential obligations, in particular compliance with Article 5 or payment, and does not remedy the breach within thirty (30) days following written notice to cure by registered letter with acknowledgment of receipt, the other Party may terminate the contract automatically. In the event of non-payment or serious breach, OPTIVALUE may immediately suspend access to the Platform.

21.4 Early termination of a multi-year commitment

Where there is a multi-year commitment, the Client may request early termination, other than by way of non-renewal, subject to an indemnity equal to the sum of the recurring amounts remaining due until the end of the current annual period, increased by fifty percent (50%) of the recurring amounts for the remaining annual periods. Prepaid sums are set off against that indemnity, which is payable on the effective date of termination. Any excess is returned to the Client on the terms of Article 6.7.

21.5 Public bodies

Where the Client is a public body, termination on grounds of public interest is exercised in accordance with the rules applicable to it, compensation then being limited to the services performed and the expenditure incurred. Article 21.4 does not apply to it.

For public bodies subject to the French Public Procurement Code, the term of the Subscription and its renewals result from the special provisions stated in the Quotation and from the mandatory rules applicable, by way of derogation from Articles 21.1 and 21.2. Renewal may not be tacit: it is expressly provided for in the Quotation, the number of renewals is stated therein, and the decision to renew belongs to the contracting authority.

Article 22. Exit assistance and fate of the data

Upon termination of the contract, for whatever cause, OPTIVALUE provides for the return of the Client's data in accordance with its SAP.

Recovery period: for thirty (30) days following the effective date of termination, the Client may recover all of its Client Data and Outputs.

Return arrangements: return is free of charge. Data are exportable in open standard formats, in particular CSV, JSON, PDF and spreadsheet.

Fate of Custom Agents: exit assistance includes the return of the training data in a usable format. The Custom Agent itself is destroyed at the end of the recovery period, unless the AI Purchase Option is exercised.

Destruction of data: at the end of the thirty (30) day period, OPTIVALUE definitively and securely deletes all Client Data and Outputs from its active systems and backups, subject to data required to be retained under legal obligations. A destruction certificate is issued upon request.

Fate of the AI instance: the Client's AI instance, including the specialized models, the accumulated learning and the Custom Agents, is destroyed within the same periods, unless the AI Purchase Option is exercised.

Article 23. Force majeure

23.1 Definition

An event of force majeure is any event beyond the reasonable control of the Party invoking it, which that Party could not reasonably have foreseen at the time the contract was entered into and the effects of which cannot be avoided by appropriate measures, preventing it from performing all or part of its obligations.

The following are in particular deemed to constitute events of force majeure, without that enumeration being exhaustive:

• natural disasters, fires, floods, epidemics and pandemics;
• wars, acts of terrorism, riots and civil unrest;
• decisions of a public authority, embargoes, international sanctions and export control measures affecting provision of the service or access to the technologies required;
• general or sector-wide strikes external to the Parties;
• widespread failures of telecommunications or power supply networks;
• cyberattacks of such scale or sophistication that they could not have been prevented by implementing the security measures described in the SAP;
• the failure, prolonged interruption or cessation of business of an infrastructure provider or of a base model provider, where that failure was not reasonably avoidable and no equivalent replacement is available within a reasonable time.

23.2 Effects

The Party prevented from performing informs the other as soon as possible and uses reasonable means to limit the effects. The obligations affected are suspended for the duration of the event, without indemnity on either side. The enforceability of sums due in respect of earlier periods is not suspended.

If the impediment continues beyond ninety (90) consecutive days, either Party may terminate the contract by registered letter with acknowledgment of receipt, without indemnity on either side.

Article 24. Confidentiality

The contract and all of its terms are treated as confidential, as is all information, data and documents communicated by one Party to the other for the purposes of the contract, whether orally, in writing or electronically, including in particular Client Data, Outputs, activity reports, software, processes, methods, concepts, strategies, business plans and know-how, whether or not protectable by an intellectual property right (the “Confidential Information”).

Each Party undertakes to:

• protect and treat the Confidential Information received in the strictest confidence;
• disclose it to no third party without the other Party's prior written consent;
• use it solely for the purposes of performing the contract;
• not copy or reproduce it for purposes other than those of the contract;
• ensure its integrity and security.

This undertaking does not apply to information that has entered the public domain through no fault of the receiving Party, that was lawfully received from a third party, or that was lawfully held before disclosure.

If a Party is compelled to disclose Confidential Information by a legal provision or by a decision of an authority, it informs the other Party as soon as possible. Each Party shall procure compliance with these obligations by its personnel and subcontractors. This article survives termination of the contract.

Given the characteristics and limitations of the internet, the Client acknowledges that OPTIVALUE is subject to a heightened duty of care as regards the security of Client Data.

Article 25. Insurance

OPTIVALUE certifies that it has taken out professional liability insurance with a reputable insurer, covering the material and immaterial damage liable to result from performance of the contract, in an amount of cover stated in the certificate provided to the Client upon simple request.

Article 26. Commercial references

Unless the Client gives written notice to the contrary, and subject to Article 5.3, OPTIVALUE is authorized to use the Client's trade name and logo as a reference on its communication materials, without remuneration. Any use beyond mention of the name and logo, in particular a testimonial, a quantified case study or an attributed quotation, requires the Client's prior written consent and falls, where applicable, within Article 6.8.

Article 27. Assignment of the contract

The Client expressly authorizes OPTIVALUE to assign, transfer or contribute, in whole or in part, this contract and the resulting rights and obligations:

• to any company within the same group as OPTIVALUE within the meaning of Article L.233-3 of the French Commercial Code;
• to any third party in the context of a merger, demerger, partial contribution of assets, sale of a business, sale of a line of business, change of control or any other reorganization.

OPTIVALUE informs the Client of any assignment in writing within a reasonable time. Such assignment may not constitute grounds for termination by the Client, provided the assignee assumes all of OPTIVALUE's obligations. The Client may not assign the contract without OPTIVALUE's prior written consent; any unauthorized assignment is void.

Article 28. Amendment of the TOS

OPTIVALUE MAY AMEND THESE TOS. ANY SUBSTANTIAL AMENDMENT IS NOTIFIED TO THE CLIENT AND REQUIRES ITS EXPRESS ACCEPTANCE IN ORDER FOR IT TO CONTINUE USING THE SERVICE.

A substantial amendment includes in particular any change affecting the price structure, the Credit schedule, the scope of the Use Right, the artificial intelligence training policy or the liability cap. Absent acceptance, the contract continues in its earlier version until the end of the current commitment period.

Article 29. General provisions

Partial invalidity: if a clause is held void or unenforceable, it is deemed unwritten without affecting the validity of the remaining provisions.

No waiver: a Party's failure to rely on a breach does not constitute a waiver of the obligation concerned.

Notices: any notice provided for in the contract, in particular objection to renewal, termination, notice to cure, challenge to the consumption statement, exercise of the AI Purchase Option and objection to an amendment of the TOS, is given exclusively by registered letter with acknowledgment of receipt, addressed to the other Party's registered office or to the address stated in the Quotation. It takes effect on the date of first presentation. Routine operational exchanges, in particular updating the list of Covered Legal Entities, designating the administrator and consumption alerts, are made electronically to the addresses stated in the Quotation.

Non-solicitation: each Party shall refrain from hiring, directly or indirectly, an employee of the other Party who has taken part in performance of the contract, during its term and for twelve (12) months following its expiry. That prohibition does not apply where the hiring results from an unsolicited application or a response to a published job advertisement. In the event of breach, the defaulting Party shall pay the other liquidated damages equal to twelve (12) months of the gross remuneration of the person concerned.

Entire agreement: the documents listed in Article 3.2 express the entire agreement of the Parties and supersede all prior exchanges having the same subject matter.

Survival: Articles 9, 11, 14, 16, 19, 22, 24, 29 and 30 survive termination of the contract, for whatever cause, together with any provision the nature or purpose of which implies survival beyond the term.

Article 30. Governing law and dispute resolution

These TOS are governed exclusively by French law.

In the event of a dispute relating to the formation, interpretation, performance or termination of these TOS, and failing amicable settlement within thirty (30) days following the first written notice, the Parties agree to submit their dispute to the exclusive jurisdiction of the Commercial Court of Grasse (Alpes-Maritimes, France), notwithstanding multiple defendants or third-party proceedings.

Where the Client is a public body governed by French administrative law, jurisdiction is that resulting from the mandatory rules applicable to it. Any special provisions agreed with such a Client appear in the Quotation, which prevails on the terms of Article 3.2.

Schedule 1. Credit Schedule

This schedule is published and identical for all clients. It is enforceable on the terms of Article 6.3.1. Benchmark: one (1) Credit corresponds to half a day of substituted specialist work.

Deliverables not listed in this schedule consume no Credit. The Series threshold and the reduced number of Credits applicable beyond that threshold are set in the Quotation.

Schedule 2. Environments and API

A2.1 The three environments

Production Instance: the principal deployment, the one that produces the Client's deliverables. It contains its actual documentation, its Knowledge Spaces and the Regulatory Watch of the Subscribed Countries. One Production Instance is included in the License; any additional instance is invoiced in the Quotation.

Pre-production Environment: the same software in the same version, deployed separately, containing the Client's configuration but no production data. It is used to trial a new Knowledge Space, a new Sector Pack or a configuration change before touching production. The first is included in the License; further ones are invoiced in the Quotation.

Full Copy: the same software in the same version, deployed separately, containing the Client's configuration and a copy of its actual corpus, fully re-indexed and isolated as in production. It is used to test against real volume and content. Every Full Copy is invoiced from the first one, in the Quotation.

A2.2 API usage rules

• a call that opens a Matter consumes the same Credits as the user interface, no more and no less;
• consultation calls consume no Credit. The exhaustive list of those calls is as follows: consulting the status of a Matter, listing Matters, retrieving an Output already produced, consulting the Credit balance, consulting the metadata of a document already indexed;
• in shared SaaS and dedicated SaaS Modes, the rate limit set in the Quotation applies, with queuing rather than rejection;
• in Hybrid and on-premise Modes, no rate limit is imposed;
• integrating the API into an offering intended for third parties falls under Service Provider Use.