ALPHABRAND
TERMS AND CONDITIONS
 

1.	ALPHABRAND’s information

ALPHABRAND is a simplified joint-stock company (Société par actions simplifiée) registered with the Trade and Companies Register (RCS) of Aix-en-Provence under number 990 818 767, having its registered office at 1530 Chemin de Banon, 13100, Aix-en-Provence, France, represented by Mr. Pierre Berard in his capacity as President (“ALPHABRAND”).

ALPHABRAND can be contacted at the following email address: contact@alphabrand.ai.

2.	Purpose

ALPHABRAND publishes and operates a software solution in "Software as a Service" (SaaS) mode allowing the automation of marketing decision-making through artificial intelligence.

The purpose of the General Terms is to define the legal, financial, and technical terms and conditions under which ALPHABRAND provides this solution and associated services to the Client.

3.	Definitions

For the purposes of the General Terms, the following terms shall have the meanings set out below:

“Applicable Regulations”: means all applicable legal and regulatory obligations regarding the protection of personal data, and in particular with the French Data Protection Act (Loi n° 78-17 of January 6, 1978, as amended) and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (the “GDPR”).

“Client”: means any professional entity or individual subscribing to the ALPHABRAND solution via the Microsoft Marketplace or any other accepted ordering mechanism.

“Client Account”: means the administrator account created by ALPHABRAND in the name of the Client.

“Confidential Information”: means any documents and information of a legal, commercial, industrial, strategic, technical or financial nature relating to the other Party or held by it, which it becomes aware of in connection with the conclusion and performance of the General Terms.

“Effective Date”: means the date of acceptance of the General Terms by the Client during the Subscription process on the Microsoft Marketplace.

“Essential Obligations”: means the obligations listed in the “Sanctions in the event of breach” section of the General Terms.

“General Terms”: means these standard SaaS terms and conditions, as may be amended from time to time.

“Input Data”: means any data, content or information uploaded by the Client or Users to the Solution.

“Microsoft Marketplace”: means the Microsoft Marketplace and/or Microsoft AppSource, the online commercial platforms operated by Microsoft Corporation through which independent software vendors may list and distribute software solutions, and via which the Client may subscribe to the Solution. For the avoidance of doubt, Microsoft is not a party to the General Terms and bears no liability in connection with the Services provided by ALPHABRAND.

“Output Data”: means the data, results, recommendations or decisions generated by the Solution’s artificial intelligence system on the basis of Input Data.

“Party(ies)”: means ALPHABRAND and/or the Client.

“Services”: means all services provided by ALPHABRAND under the General Terms, as described in Article “Description of Services”.

“Solution”: means the SaaS software platform operated by ALPHABRAND, allowing the automation of marketing decision-making through artificial intelligence, including all future updates.

“Subscription”: means the access right to the Solution subscribed to by the Client via the Microsoft Marketplace, for a period and a number of Users as specified during the subscription process on the Microsoft Marketplace[JT1.1].

“Updates”: means all improvements to the functionalities, ergonomics, security, or efficiency of the Solution, as well as minor extensions.

“User Account”: means the individual account created for each authorized User of the Client.

“Users”: means the individuals authorized by the Client to access and use the Solution under the allocated license seats.

4.	Conditions of access to Services

(i)	The Client is a legal entity acting through a natural person with the power or authority required to enter into a contract in the Client’s name and on their behalf.

(ii)	The Client is a professional, understood as any natural person or legal entity acting for purposes within the scope of their commercial, industrial, artisanal, liberal or agricultural activity, including when acting in the name of or on behalf of another professional.

5.	Relationship with the Microsoft Marketplace[JT2.1]

The Client is expressly informed and accepts that all Subscriptions, payments, and renewals made for the Solution are managed exclusively by the Microsoft Marketplace.
The Client contracts directly with Microsoft regarding the execution of its payments and the management of the Subscription terms (including duration, renewal, tier upgrades, and cancellation), by accepting the applicable Microsoft Marketplace terms and conditions during the Subscription process.

ALPHABRAND uses the Microsoft Marketplace services solely to facilitate the distribution of its Solution and the management of access rights. It is expressly stated that ALPHABRAND does not intervene at any time in the financial flow of the transaction, which remains exclusively and securely managed by Microsoft. Consequently, ALPHABRAND shall not be held liable for any billing disputes, payment failures, or technical malfunctions occurring on the Microsoft Marketplace platform.

6.	Description of Services

The Services provided by ALPHABRAND under the General Terms include:
-	The granting of a license to use the Solution by ALPHABRAND to the Client and its authorized Users, under the conditions of Article “License and access to the Solution”.
-	Hosting, maintenance, and support services for the Solution, as described in Article “Hosting, maintenance and support”.

Any additional services (e.g., onboarding, dedicated training, custom development, pilot projects) are not included in the scope of the General Terms and shall be the subject of a separate written amendment between the Parties.

7.	Duration of the Services

The Client subscribes to the Services in the form of a Subscription. The Subscription commences on the Effective Date for an initial period specified in the Microsoft Marketplace[JT3.1].

The Subscription is automatically renewed for successive periods whose duration is specified on the Microsoft Marketplace.

The technical management of such renewal and any cancellation thereof shall be carried out exclusively via the Client’s account settings on the Microsoft Marketplace, in accordance with that platform's general terms and conditions.[JT4.1]

8.	License and access to the Solution

8.1.	Scope of the license

ALPHABRAND grants the Client, for the duration specified in Article “Duration of the Services”, a non-exclusive, personal, and non-transferable license to use the Solution, in its version existing as of the Effective Date and in any future versions, as well as its technical documentation, in SaaS mode, strictly for the purpose of executing the Services, and limited to the number of Users selected by the Client during the subscription process on the Microsoft Marketplace[JT5.1].

The right of use is granted to the Client only subject to full and effective payment of the subscription fees applicable at the time of subscription on the Microsoft Marketplace.

8.2.	Restrictions

The Client shall not, and shall ensure its Users do not:
-	Reproduce, arrange, or adapt all or part of the Solution;
-	Commercially exploit the Solution for the benefit of third parties;
-	Assign, provide, lend, lease, sublicense, or communicate all or part of the Solution to a third party or affiliate;
-	Integrate the Solution into any external IT system or software without prior written authorization from ALPHABRAND;
-	Transmit the Solution, network it, notably on the internet, or distribute it in any form outside the authorized scope, without prior written authorization from ALPHABRAND. 

9.	Access to the Solution

Upon subscription via Microsoft Marketplace, ALPHABRAND shall create the Client Account, enabling the Client to manage the allocated User licenses and create User Accounts[JT6.1].[JT7.1]

The Client is solely responsible for maintaining the confidentiality of all login credentials and for any activity occurring under its User Accounts. The Client undertakes to ensure that Users do not allow any third party to use them in their place or on their behalf, unless they bear full responsibility for doing so. The Client expressly acknowledges that any use of the Solution with these connection identifiers will be deemed to have been made by the corresponding Users.

The Client undertakes to notify ALPHABRAND without delay, by any useful written means (in particular by email), if it becomes aware that a User Account has been used without the knowledge of the relevant User.

Once User Accounts have been created, Users shall have access to a personal space enabling them to manage their use of the Solution. Technical documentation shall be provided to the Client by any appropriate means, and the Client shall be responsible for making it available to Users.

10.	Hosting, maintenance and support

10.1.	Hosting

ALPHABRAND undertakes, under an obligation of means, to ensure the hosting of the Solution, as well as the data produced and entered by Users, in accordance with professional standards and the state of the art, on the servers of a recognized professional hosting provider, located within the European Union.

ALPHABRAND undertakes to provide the Client with sufficient storage and processing capacities for the operation of the Solution.

ALPHABRAND undertakes to implement all technical means necessary to ensure the security of the Solution and Services, including the protection and monitoring of infrastructures, access control (physical and logical), and detection, prevention and recovery measures to protect servers from malicious acts.

ALPHABRAND also undertakes to take all reasonable precautions, having regard to the nature of the data and the risks posed by automated data processing, to preserve the security of the data, and in particular to prevent it from being distorted, damaged, or accessed by unauthorized third parties.

The Parties may agree, by any written means (notably by email), on partial on-premise hosting for certain sensitive components.

10.2.	Maintenance of the Solution

The Client shall benefit from corrective and evolutionary maintenance during the term of the Services. Access to the Solution may be limited or suspended during maintenance operations.

Corrective Maintenance: ALPHABRAND shall use its best efforts to provide corrective maintenance in order to remedy any malfunction or bug identified in the Solution.

Evolutionary Maintenance: ALPHABRAND undertakes to provide the Client, during the term of the Services, with all Updates to the Solution. The nature and regularity of these Updates shall be at the sole discretion of ALPHABRAND. Updates may be performed automatically and without prior notice, which the Client expressly accepts.

10.3.	Technical support

For any question related to the use of the Solution, ALPHABRAND provides a technical support service consisting of assistance and advice accessible from Monday to Friday, excluding non-working days or public holidays, from 8:00 AM to 6:00 PM (CET). Depending on the identified need, ALPHABRAND will estimate the delay of its response and keep the Client informed.

11.	Financial Terms[JT8.1]

11.1.	Subscription fees

The applicable Subscription fees and the number of allocated license seats are determined during the Subscription process on the Microsoft Marketplace.[JT9.1] Fees are payable according to the terms specified therein.

11.2.	Late payment - Microsoft Marketplace billing

The collection of Subscription fees is handled exclusively by Microsoft in accordance with the Microsoft Marketplace general terms and conditions. ALPHABRAND has no direct role in billing the Client and shall not be liable for any billing dispute arising between the Client and Microsoft. 

In the event of non-payment or suspension of the Subscription by Microsoft, access to the Solution may be suspended or terminated automatically, without ALPHABRAND incurring any liability therefor.

12.	Proof agreement

The Client expressly acknowledges and agrees:

(i) that the data collected on ALPHABRAND’s IT systems shall constitute evidence of the transactions carried out under the General Terms;

(ii) that such data shall constitute the primary means of evidence admissible between the Parties, in particular for the calculation of the amounts owed to ALPHABRAND.

13.	ALPHABRAND’S obligations, warranties and liability

Without prejudice to the other obligations provided for in the General Terms, ALPHABRAND undertakes to comply with the following obligations:

ALPHABRAND undertakes to perform its obligations under the General Terms with diligence and according to professional standards, it being specified that it is bound by an obligation of means.

ALPHABRAND undertakes to use its best efforts to ensure the security of the Solution and to maintain the confidentiality of data entered, produced and exchanged by Users. It guarantees the exclusivity of User access and shall not communicate the content to any third party.

ALPHABRAND undertakes to respect any internal standards or conduct rules (notably regarding security or access) that have been previously notified by the Client in the event of intervention on the Client's premises.

ALPHABRAND undertakes to use the information, documents and data transmitted by the Client solely for the purposes of performing the Services. It expressly acknowledges that such elements constitute Confidential Information subject to Article “Confidentiality”.

ALPHABRAND certifies that it holds a professional liability insurance policy covering its professional activity during the term of the General Terms and undertakes to provide a certificate upon request.

ALPHABRAND undertakes to carry out regular checks to verify the functioning and accessibility of the Solution.

The Solution is provided “as is” without warranty of any kind, express or implied. ALPHABRAND does not warrant that the Solution will be entirely free from errors or defects, or that it will meet the Client’s specific personal needs, given its standard nature.

ALPHABRAND undertakes to comply with the provisions of Regulation 2024/1689 on Artificial Intelligence. ALPHABRAND shall use its best efforts to correct biases inherent in the design of the AI system underlying the Solution.

ALPHABRAND undertakes not to train its artificial intelligence system using the Client’s Input Data without the Client’s prior written consent.

The Client acknowledges that the quality of Output Data generated by the AI tool integrated into the Solution depends directly on the clarity and accuracy of the Input Data provided by the Client or Users. Accordingly, ALPHABRAND cannot be held liable for the quality of Output Data where this is affected by inadequate, poor-quality, or erroneous Input Data.

Except in cases of personal injury, death, or gross negligence, and subject to the Client having submitted a claim by registered letter with acknowledgement of receipt within 1 month following the occurrence of the damage, ALPHABRAND’s liability shall not exceed the total amount of fees paid by the Client during the 12 months preceding the event giving rise to liability.

In no event shall ALPHABRAND be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of profits, loss of revenue, loss of business opportunities, or loss of data, arising out of or related to the use of the Solution or Output Data.

14.	Client’s obligations
Without prejudice to the other obligations set out in the General Terms, the Client undertakes to comply with, and to ensure that the Users comply with, the following obligations:
The Client shall be solely responsible for the proper completion of all administrative, tax and/or social security formalities applicable to its use of the Services and the Solution.
The Client undertakes to inform Users of the existence of the Solution and to provide them with all relevant information to enable proper use.
The Client undertakes to comply with any reasonable deadlines set by ALPHABRAND. Any delay attributable to the Client shall automatically postpone the relevant service implementation schedule.
The Client is solely responsible for its use of the Solution and Services, and for the use made thereof by Users, for whom it acts as guarantor, as well as for any relationships arising between itself, Users and third parties.
The Client acts as guarantor against any misuse, non-compliant, or unlawful use of the Solution by Users, including any breach of applicable laws and regulations. The Client is exclusively responsible for implementing all procedures intended to prevent or remedy the commission of such acts.
The Client undertakes to promptly notify ALPHABRAND of any attack, potential threat, or attempted intrusion into User Accounts.
The Client is solely responsible for the accuracy and completeness of all Input Data. ALPHABRAND cannot be held liable for any errors, typographical mistakes, omissions or misleading information likely to affect the AI tool’s Output Data.
The Client is solely responsible for the use it makes of extracted data and Output Data. ALPHABRAND shall not be liable for any decision or use made by the Client on the basis of Output Data, it being recalled that the Solution is merely a tool to assist marketing and innovation processes.
The Client is strictly prohibited from modifying the Solution or using it for any purpose classified as a “high-risk AI system” or "prohibited AI practice" under the applicable European Union Artificial Intelligence Act or any corresponding legislation.
The Client acknowledges that AI systems may be subject to biases that may affect results, recommendations or decisions generated by the AI system. The Client and Users shall exercise independent judgement in interpreting and using information generated by the Solution.
The Client warrants to ALPHABRAND that it holds all rights and authorizations necessary for uploading Input Data to the Solution. The Client undertakes not to upload the following types of content:
•	Pornographic, obscene, indecent, shocking, or family-inappropriate content, or defamatory, insulting, violent, racist, xenophobic, or revisionist data;
•	Infringing content;
•	Content infringing the image rights of third parties;
•	False or misleading data, or data promoting unlawful, fraudulent or deceptive activities;
•	Data harmful to third-party IT systems (such as viruses, worms, Trojan horses, etc.);
•	Any data likely to infringe the rights of third parties or cause harm to third parties, in any manner or form.
The Client acknowledges that use of the Solution requires an internet connection, and that the quality of the Services depends directly on such connection, for which the Client is solely responsible.
The Client shall indemnify and hold harmless ALPHABRAND against any complaints, claims, actions and/or demands it may suffer as a result of the Client’s breach of any of its obligations under the General Terms, including all costs, expenses and/or damages ALPHABRAND may consequently incur.
15.	Common obligations of the Parties
Each Party undertakes, in the performance of the Services, to comply with all applicable laws and regulations and to refrain from any act likely to disturb public order.
The Parties undertake to provide each other with all documents, data and information necessary for the proper performance of the Services. More generally, they undertake to cooperate actively and in good faith and to inform each other of any difficulties related to such performance.
16.	Intellectual property
These General Terms do not affect the pre-existing intellectual property rights of either Party.
16.1.	Client’s intellectual property
The systems, software, structures, infrastructures, databases and content of any kind operated by the Client in the course of its activities and communicated to ALPHABRAND for the purpose of performing the Services are protected by all applicable intellectual property rights.
Any disassembly, decompilation, decryption, extraction, reuse, copying or, more generally, any act of reproduction, representation, distribution or use of any such element, in whole or in part, where such acts are not rendered necessary by the performance of the Services or have not been previously authorized by the Client, is strictly prohibited and may give rise to legal proceedings.
16.2.	ALPHABRAND’s intellectual property
The Client expressly acknowledges that the General Terms do not confer upon it any intellectual property rights in the Solution, which remains the exclusive property of ALPHABRAND. ALPHABRAND retains all intellectual property rights relating to the Solution, its standard modules and generic improvements.
The Client holds only a license to use the Solution under the conditions defined in the General Terms. Accordingly, any disassembly, decompilation, decryption, extraction, reuse, copying or more generally any act of reproduction, representation, distribution or use of any element of the Solution, in whole or in part, without ALPHABRAND’s authorization, is strictly prohibited and may give rise to legal proceedings.
As between the Parties, and to the extent permitted by applicable law, the Client retains all rights, titles, and interests in and to all Input Data and Output Data produced via the Solution. ALPHABRAND claims no ownership over the Output Data.[JT10.1]
17.	Personal data

17.1.	General provisions
Each Party undertakes, in respect of its own activities, to comply with the Applicable Regulations. 
For the purposes of managing the contractual relationship between the Parties, each Party processes the personal data of its counterparts at the other Party as a data controller within the meaning of the Applicable Regulations, for the duration of the Services. Such processing is necessary for the performance of the Services and is limited to identification data (including name, first name, email address, telephone number) of the Parties’ respective contacts. Such data shall be retained for the period strictly necessary for the management of the contractual relationship.
17.2.	Processing by ALPHABRAND as Data Processor

As part of the Services, ALPHABRAND processes personal data in the name and on behalf of the Client as a data processor, while the Client acts as a data controller within the meaning of the Applicable Regulation. The characteristics of the processing are described in Appendix 1 of the General Terms.

•	Data processing

ALPHABRAND undertakes to process the personal data only for the purposes listed in Appendix 1 and in accordance with the Client’s documented instructions, including with regard to transfers of data to a country located outside the European Union. Where ALPHABRAND considers that an instruction infringes the Applicable Regulation, it shall immediately inform the Client thereof. ALPHABRAND reserves the right to suspend processing until the Client modifies the instruction in question so that it no longer violates the Applicable Regulation, without incurring any contractual liability as a result of such suspension. This suspension shall not give rise to any refund of the price of the Services for the period of suspension. If the Client does not modify but maintains the instruction in question, ALPHABRAND reserves the right to terminate the Services immediately and without charge. 

Moreover, if ALPHABRAND shall process personal data and transfer them to a third country or an international organization, according to the applicable legislation of the General Terms, it shall inform the Client of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

•	Security and data confidentiality

ALPHABRAND undertakes to implement the appropriate technical and organizational measures to ensure the security and integrity of personal data, their backup and the restoration of their availability in the event of a physical or technical incident. 

ALPHABRAND ensures that the persons authorized to process the personal data hereunder have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

•	Sub-processors
ALPHABRAND is authorized to recruit the entities ("the Sub-Processor") listed in Appendix 1 to carry out processing activities. ALPHABRAND shall inform the Client, in writing beforehand, of any intended changes concerning the addition or replacement of Sub-Processors as listed. This information must clearly indicate which processing activities are concerned, the name and contact details of the Sub-Processor. The Client has a period of 15 calendar days from the date of receipt of this information to submit its legitimate and justifiable objections. In the absence of notification of objections after this period, the Client shall be deemed to have authorized the use of the relevant Sub-Processor.
The Sub-Processor shall comply with the obligations hereunder on behalf of and in accordance with the Client’s instructions. ALPHABRAND shall ensure that the Sub-Processor provides the same sufficient warranties regarding the implementation of appropriate technical and organizational measures so that the processing meets the requirements of the Applicable Regulation. If the Sub-Processor fails to fulfil its data protection obligations, ALPHABRAND remains fully liable to the Client for the Sub-Processor’s performance of its obligations.

•	Transfer of personal data outside European Union

ALPHABRAND is authorized to transfer personal data processed as part of the General Terms to countries located outside the European Union, if appropriate safeguards have been implemented as defined under Chapter V of GDPR.

•	Exercise of data subject’s rights

Insofar as this is possible, ALPHABRAND shall assist the Client in fulfilling its obligation to respond to requests made to ALPHABRAND by data subjects to exercise their rights under the Applicable Regulation. Where requests are made directly to ALPHABRAND, ALPHABRAND shall promptly send such requests to the Client by e-mail to the address provided by the Client.

•	Assistance and provision of information

ALPHABRAND undertakes to assist the Client and to respond without undue delay to any request for information sent by the Client, whether in the context of a request for the exercise of their rights by data subjects, a privacy impact assessment (to the extent such assistance is required by Article 35 or 36 of the GDPR and relates to ALPHABRAND’s specific processing operations), or a request made by a supervisory authority or the Client's data protection officer.

•	Notification of personal data breach

ALPHABRAND shall notify the Client of any personal data breach relating to the processing operations covered by the General Terms, without undue delay after becoming aware of it. Such notification shall be sent along with any necessary documentation to enable the Client, where necessary, to notify this breach to the competent supervisory authority.

•	Fate of the data

ALPHABRAND undertakes, at the Client's election, to delete the personal data at the end of the General Terms or to return it to the Client and not to keep a copy of it, unless required by the Applicable Regulation. The Client has 1 month from the end of the General Terms to exercise this choice. After this period, ALPHABRAND shall delete all personal data.

ALPHABRAND undertakes not to use the personal data processed under the General Terms to train its algorithm.[JT11.1]

•	Documentation

ALPHABRAND shall make available to the Client, at the Client's request, all information and documents necessary to demonstrate compliance with its obligations and allow for audits. The Client shall first review any existing audit reports or certifications (e.g., SOC 2, ISO 27001) provided by ALPHABRAND. The Client may carry out audits once a year, at its own expense to verify ALPHABRAND 's compliance with the obligations set forth in this article. The Client will inform ALPHABRAND of the audit at least 2 weeks before. ALPHABRAND may refuse the identity of the auditor if it belongs to a competing company. The audit shall be conducted during work hours and with the least possible disturbance for ALPHABRAND’s activity. The audit shall not threaten (i) technical and organizational security measures implemented by ALPHABRAND, (ii) security and confidentiality of data of ALPHABRAND’s other customers, (iii) the proper functioning and organization of ALPHABRAND. When possible, Parties will agree beforehand on the scope of the audit. The audit report will be sent to ALPHABRAND as so to submit comments, which will be attached to the final version of the audit report. Each audit report will be considered as a confidential information.
 
•	Subsequent use of personal data by ALPHABRAND

The Client hereby authorizes ALPHABRAND to process the personal data collected within the framework of the services (in particular the session and navigation data) for the purpose of improving ALPHABRAND's services, and in particular for the realization of statistics on the way the Solution is used by the Users. ALPHABRAND will act as a data controller within the meaning of the Applicable Regulation and will respect the legal provisions of the aforesaid regulation.

•	Client’s obligations with respect to ALPHABRAND

The Client undertakes to:

-	provide ALPHABRAND with the personal data mentioned in Appendix 1, except any improper, disproportionate or unnecessary personal data, and except any special categories of personal data within the meaning of the Applicable Regulation, except if the processing activities justify it, in which case it is the Client's responsibility to provide these justifications and to take all appropriate measures, including prior information, obtaining consent, and ensuring the security of such special categories of personal data;
-	collect under its liability, lawfully, fairly and in a transparent manner the personal data provided to ALPHABRAND for the performance of its services, and in particular to ensure the lawfulness of processing and the information due to data subjects;
-	maintain a record of processing activities carried out and more generally, comply with the principles of the Applicable Regulation;
-	ensure, before and throughout the processing, compliance with the obligations set out in the Applicable Regulation.

The Client represents and warrants that it is acting as the data controller and that, prior to any transfer of personal data to ALPHABRAND, the Client has defined the appropriate legal basis (consent, legitimate interest, performance of a contract, etc.) allowing the processing of the personal data by ALPHABRAND.

Accordingly, it is the Client’s sole responsibility to: (i) provide data subjects with complete and transparent information regarding the purpose of the processing, in accordance with Articles 13 and 14 of the GDPR; (ii) to obtain, where applicable, the free, specific, informed, and unambiguous consent of the data subjects; (iii) to manage requests from data subjects to exercise their rights (access, erasure, objection, etc.).

18.	Confidentiality

Each Party undertakes to keep strictly confidential all Confidential Information, and not to disclose such information without the prior written consent of the other Party.

In particular, the Client undertakes to keep strictly confidential all login credentials used to access the Solution.

This obligation shall not apply to information:
-	Of which the receiving Party was already aware prior to disclosure;
-	That was already in the public domain at the time of disclosure, or that subsequently enters the public domain without breach of the General Terms;
-	That was lawfully received from a third party;
-	That is required to be disclosed by judicial authorities, by virtue of applicable laws and regulations, or in order to establish a Party’s rights under the General Terms.

This obligation of confidentiality extends to all employees, collaborators, trainees, directors and representatives of the Parties, as well as to their affiliated advisors and co-contractors, to whom Confidential Information may only be transmitted if they are bound by the same obligation of confidentiality.

This obligation shall continue to apply for 2 years following the end of the relationship between the Parties.

19.	Commercial references

Subject to prior written authorization, the Parties may use each other’s names, trademarks and logos, as well as references to their respective websites, as commercial references on any medium and in any form, during the term of this Agreement and for a period of 3 years thereafter.

20.	Assignment and subcontracting

ALPHABRAND may use subcontractors to carry out the Services, and these subcontractors are subject to the same obligations as ALPHABRAND. Nevertheless, ALPHABRAND remains solely responsible to the Client for the proper performance of the Services.

ALPHABRAND may substitute any person who will be subrogated in all its rights and obligations under its contractual relationship with the Client. In such a case, ALPHABRAND will inform the Client of this substitution by any written means.

21.	Force majeure

ALPHABRAND shall not be liable for any failure or delay in the performance of its contractual obligations due to force majeure occurring during the term of its relationship with the Client as defined in article 1218 of the French Civil Code.

If ALPHABRAND is prevented from fulfilling its obligations due to force majeure, it must inform the Client by registered letter with acknowledgement of receipt. Obligations will be suspended on receipt of the letter and must be resumed within a reasonable time once the force majeure has ceased.

ALPHABRAND nevertheless remains bound by the performance of obligations not affected by force majeure.

If the force majeure event lasts for more than 30 working days, ALPHABRAND may immediately terminate its contractual relationship with the Client by any written means.

22.	Termination of the Services

The Client may cancel its Subscription directly on the Microsoft Marketplace, in accordance with the Microsoft Marketplace's general terms and conditions.[JT12.1]

The Client will no longer have access to their Account upon termination of the Services.

23.	Sanctions in the event of breach

The following are Essential Obligations of the Client: 
-	payment of the price of Services, 
-	not to provide ALPHABRAND with incorrect or incomplete information, 
-	not to use the Services for a third party, 
-	not to engage in any illegal or fraudulent activities or activities that infringe on the rights or safety of third parties, undermine public order or violate applicable laws and regulations.

In the event of breach of any of these Essential Obligations, ALPHABRAND may:
-	suspend or terminate the Client or User's access to the Services,
-	publish on the Solution any information notice that ALPHABRAND deems appropriate,
-	notify any competent authority, cooperate with it, and provide all useful information for the investigation and prosecution of illegal or unlawful activities,
-	bring any legal proceedings.

These sanctions are without prejudice to any damages that ALPHABRAND may claim from the Client.

In the event of a breach of any obligation other than an Essential Obligation, ALPHABRAND will request the Client by any useful written means to remedy the breach within a maximum period of 15 calendar days. Services will be terminated at the end of this period if the breach is not remedied.

Termination of Services entails deletion of the Client's and Users’ Accounts.

24.	Amendments to the General Terms

ALPHABRAND may amend its General Terms at any time and shall inform the Client by any written means (including by email).

The amended General Terms apply when the Client's Subscription is renewed.

If the Client does not accept these amendments, they must unregister from the Services in accordance with the procedure set out in the article "Termination of the Services".

If the Client continues to use the Services after the amended General Terms come into force, ALPHABRAND shall consider that the Client has accepted them.

25.	Language

These General Terms are drafted in English. In the event of any discrepancy between the English version and any translation, the English version shall prevail.

26.	Applicable law and jurisdiction
The Terms and Conditions are governed by French law.
In the event of a dispute between the Client and ALPHABRAND, and in the absence of an amicable agreement within 2 months of the first notification, the dispute shall be submitted to the exclusive jurisdiction of the courts of Paris (France), except in the event of mandatory provisions to the contrary.
 
 
Appendix 1 – Personal Data
1.	Description of the processing of personal data carried out by ALPHABRAND on behalf of the Client

Purpose(s) of the processing	Performance of the Services
Nature of the processing	The collection, recording, organisation, structuring, storage, adaptation or modification, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
Categories of personal data	Identification Data, all personal data included in the Input Data.
Categories of data subjects	Client, Users, and any other individuals mentioned in the Input Data.
Duration of the processing	Duration of the Services

2.	List of the Sub-Processor(s) authorized[JT13
Fournisseur / outil	Fonction	Catégorie de données potentielle	Région / hébergement	DPA	SCC / transfert
Clerk	authentification	identité, email, sessions	UE	https://clerk.com/legal/dpa	https://clerk.com/legal/dpa
Cloud Storage	stockage fichiers	documents, métadonnées	UE	https://cloud.google.com/terms/data-processing-addendum	https://cloud.google.com/security/compliance/eu-scc
Qdrant	vector DB	embeddings, chunks, métadonnées	UE	https://cloud.qdrant.io/dpa	https://cloud.qdrant.io/dpa
BigQuery	analytics / données structurées	événements, logs, tables analytiques	UE	https://cloud.google.com/terms/data-processing-addendum	https://cloud.google.com/security/compliance/eu-scc
Azure AI / OpenAI	inférence LLM	prompts, contexte, outputs	UE	https://azure.microsoft.com/en-us/support/legal/	https://azure.microsoft.com/en-us/support/legal/
Vertex Ai 	inférence LLM	prompts, contexte, outputs	UE	https://cloud.google.com/terms/data-processing-addendum	https://cloud.google.com/terms/data-processing-addendum
Mistral	inférence / génération	prompts, contexte, outputs	UE	https://legal.mistral.ai/terms/data-processing-addendum 	https://legal.mistral.ai/terms/data-processing-addendum
BFL	inférence / génération	prompts, contexte, outputs	UE	https://bfl.ai/legal/terms-of-service	https://bfl.ai/legal/terms-of-service
Redis	tâches asynchrones / cache	payloads techniques possibles	UE	https://redis.io/legal/data-processing-addendum-dpa/	https://redis.io/legal/data-processing-addendum-dpa/
PostHog	analytics produit, événements d’usage, diagnostic	événements produit, identifiants techniques, éventuellement IP, user ID, org/workspace ID	UE	https://posthog.com/dpa	https://posthog.com/handbook/company/security
Inexweb / In Extenso	facturation, administratif, comptabilité / portail de gestion	contacts clients, données contractuelles, données de facturation	UE	à vérifier	Non a priori