General Terms and Conditions of Use of Ikomia Imaginarium

Entry into force: July 26 2024

Identification of the Company

The company IKOMIA, is a French simplified joint-stock company("Société par Actions Simplifiée"), registered under number 852 898 097 with the Registry of Trade and Companies of La Rochelle, whose head office is located at CREATIO(R)IMAGETIC 1, Unité13, 1 rue Fleming 17000 La Rochelle - France ("IKOMIA" or the “Company”).

The Company can be contacted at the following contact details:

• e-mail address: contact@ikomia.ai

Services Provided

The Company offers its users (the “Users”) a solution enabling them to generate images using generative AI through the website imaginarium.ikomia.ai (the “Services”).

These general terms and conditions (the “General Terms and Conditions”) apply without restriction or reservation to all services offered by the Company on the website.

These General Terms and Conditions can be accepted by checking a checkbox in the registration form. This acceptance can only be full and complete. Users who do not accept to be bound by the General Terms and Conditions must not use the Services.

The purpose of these General Terms and Conditions is to define the terms and conditions of use of the Services as well as to define the rights and obligations of the parties in this context.

These General Terms and Conditions can be accessed and printed at any moment from a direct link on the website.

They may be supplemented by special conditions which, in the event of contradiction, shall prevail over the General Terms and Conditions.

These General Terms and Conditions will prevail over any other general or specific terms and conditions not expressly approved by the Company.

Conditions of Access to Services

3.1 Legal Capacity

The Services can be accessed by:

• Any person having the full legal capacity to be bound by these General Terms and Conditions. Any person who does not have such full legal capacity may only access the Services with the agreement of their legal representative.
• Any entity acting through a person having the full legal capacity to contract for and on behalf of the entity.

3.2 Users

The Services are intended for:

• Professionals, understood as any natural or legal person acting for purposes within the scope of their commercial, industrial, craft, liberal, or agricultural activity, including when acting in the name or on behalf of another professional (the "Professional Users");
• Consumers, understood as any natural person who acts for purposes that do not fall within the scope of their professional activity (the "Consumer Users").

Registering and Access to the Services

Registering entails the opening of an account in the Users' name(the "Account"), giving them access to the Services,including their credit balance for generating images.

4.1 Registration

4.1.1 Registration Process

Use of the Services requires that the User registers on the website, by entering their email address and password, or by using their login details to connect through Google or GitHub.

Incomplete registrations shall not be validated. Once this information has been filled in, the User will receive an email to validate the registration.

4.2 Access to the Services

Users can access the Services via the website and access their Account by logging in using their ID and their password.

Users agree to use the Services within the limit of their subscription plan.

Description of the Services

5.1 The Services

The User acknowledges that the use of the Services requires a connection to the Internet and that the quality of the Services depends on this connection, for which the Company is not responsible.

The Services to which the User has subscribed are described on the website.

The User has access to a certain number of free credits upon registration (the "Free Credits") and paid credits (the"Paid Credits"), as defined on the website, in a form and according to the features and technical means that the Company considers the most appropriate.

The Company reserves the right to propose any other Service.

5.2 Additional Services

5.2.1 Maintenance

For the duration of the Services, the Users benefit from maintenance, including corrective and ongoing maintenance. Within this framework, access to the website may be limited or suspended.

The Company shall make its best efforts to provide corrective maintenance to correct any malfunction or bug found on the website.

The Company may carry out ongoing maintenance, including improvements to the functionalities of the website or technical facilities used within the framework of the website.

5.2.2 Hosting of the Website

AWS via Webflow.
https://webflow.com/hosting

5.3 Technical Assistance

The Company offers the User technical assistance accessible by email at the following address: support@ikomia.ai, allowing them to declare any difficulty encountered when using the Services.

Duration of the Services

6.1 Access to Services

Users have access to Free Credits upon registration. Once these credits are used, Users can subscribe to monthly or annual Paid Credits to continue using the Services.

The Subscription starts on the day of its subscription for one month (“Monthly Subscription”) or one year (“Annual Subscription”).

The Subscription is tacitly renewed for successive periods of the same duration as the initial period, unless the Subscription is terminated under the terms of the "Termination of Services"article.

Financial Conditions

7.1 Prices

Free Credits are provided free of charge.

The prices of the Paid Credits to which the User has subscribed are indicated on the website: https://imaginarium.ikomia.ai/pricing.

Any Period started is due to its completeness.

The Company is free to offer promotional offers or price reductions.

The Company's prices may be revised under the conditions of the article "Modification of the General Terms and Conditions".

7.2 Company's Invoicing and Payment Terms

The Company sends the User an invoice per Period by any useful means, payable within 30 days of their issue.

Payment is made by direct debit when the Subscription is taken out, then at each renewal.

The direct debit is implemented by the secured payment service provider STRIPE, who the Company entrusts with the storage of the User’s bank data to this end. The Company doesn’t store any bank data.

The User guarantees to the Company that they have all the necessary authorizations to use this method of payment.

For refunds, contact us at this address: support@ikomia.ai.

7.3 Payment Delays and Incidents

In case of default or late payment, the Company reserves the right to:

• Declare that all sums owed to it by the Users are forfeited and immediately payable,
• Immediately suspend the Services until all sums due have been paid in full,
• Invoice to the Professional Users a late interest equal to 3 times the French legal interest rate, based on the amount of the sums not paid on the due date and a fixed indemnity of EUR 40 for collection costs, without prejudice to additional compensation if the collection costs actually incurred are higher than this amount.

Property Rights

The website and its content are the Company’s property, as are the software, infrastructures, databases, and content of any kind(texts, images, visuals, music, logos, brands, etc.) provided by the Company. They are protected by all intellectual property rights or database producers’ rights in force. The license granted by the Company to the User does not entail any transfer of ownership.

The User benefits from a non-exclusive and non-transferable SaaS license to use the website for the term set out in the article “Term of the Services”.

Any party may use their respective names, brands, and logos and refer to their respective platforms as commercial references for the term of their contractual relationship and 3 years thereafter.

User’s Obligations and Liability

9.1 Regarding the Provision of Information

The User undertakes to provide the Company with all the necessaryinformation for the subscription and the use of the Services.

9.2 Regarding the Account

Users:

• Guarantee that the information transmitted in the form is accurate and undertake to update it,
• Acknowledge that such information constitutes valid proof of its identity,
• Are responsible for maintaining the confidentiality and security of their login and password. Any access to the Services using the latter is deemed to have been made by them.

The User must immediately contact the Company if they notice that the Account has been used without their knowledge. The User acknowledges that the Company shall have the right to take all appropriate measures in such cases.

9.3 Regarding the Use of the Services

The User is responsible for their use of the Services and for any information they share in this context. They undertake to use the Services personally and not to allow any third party to use them in their place or on their behalf.

The User shall not misuse the Services for purposes other than those for which they were designed, and in particular to:

• Carry out illegal or fraudulent activity,
• Harm public order and good morals,
• Infringe third parties or their rights in any way whatsoever,
• Violate a contractual, legal or regulatory provision,
• Engage in any activity that may interfere with a third party’s computer system, in particular, to violate its integrity or security,
• Research/development of artificial intelligence (in particular generation of training data)
• Carry out maneuvers aimed at promoting its services and/or sites or those of a third party,
• Help or incite a third party to commit one or more of the acts or activities listed above.

The User is also prohibited from:

• Copying, modifying, or misappropriating any element belonging to the Company or any concept that it exploits in the context of the Services,
• Engaging in any behavior that interferes with or hijacks the Company’s computer systems or harms its computer security measures,
• Harm the Company’s financial, commercial, or moral rights and interests,
• Market, transfer or give access in any way whatsoever to the Services, to the information hosted on the website, or to any element belonging to the Company.

The User is solely responsible for the content of any kind that they upload, store, or create as part of the Services (the"Content").

The User is prohibited from downloading or producing, via the Services, any Content (this list is not exhaustive):

• Infringing public order and morality (pornographic, obscene, indecent, shocking, or unsuitable for a family audience, defamatory, insulting, violent, racist, xenophobic, or revisionist),
• Infringing the rights of third parties (infringing content, infringing personality rights, etc.) and more generally violating a contractual, legislative or regulatory provision,
• Prejudicial to third parties in any way whatsoever,
• Misleading, deceptive, or proposing or promoting illegal, fraudulent, or deceptive activities
• Harmful to the computer systems of third parties.

The User acknowledges and accepts that Content of a personal or confidential nature is downloaded, stored, and carried out under their sole responsibility. The Company shall not be held liable in any way in this respect.

The User indemnifies the Company against any claim and/or action that may be brought against it as a result of the breach of any of the User’s obligations. The User shall indemnify the Company for any loss suffered and reimburse it for any sums it may have to bear as a result.

Company’s Obligations and Liability

10.1 Regarding the Quality of the Services

The Company undertakes to provide the Services with diligence,being specified that it is bound by an obligation of means.

The Company makes every effort to provide the User with quality Services. To this end, it regularly carries out checks to verify the operation and accessibility of its Services and may thus carry out maintenance under the conditions specified in the "Maintenance"article.

However, the Company shall not be liable for temporary difficulties or impossibilities of access to its Services caused by:

• Circumstances outside its network (and in particular the partial or total failure of the User's servers),
• The failure of equipment, cabling, services, or networks not included in its Services or not under its responsibility,
• The interruption of the Services due to telecom operators or Internet access providers,
• The intervention of the User, in particular via a poor configuration applied to the Services,
• A case of force majeure.

The Company is responsible for the operation of its servers, the external limits of which are constituted by the connection points.

Furthermore, it does not guarantee that the Services:

• Subject to constant research to improve performance and progress, will be totally free of errors, defects, or faults,
• Being standard and in no way offered according to the User's personal constraints, will specifically meet their needs and expectations.

By using certain of the Services connecting to third-party sites, Users agree to be bound by these third-party sites' additional Terms of Service (including their Privacy Policy) in connection with their use of such services.

10.2 Regarding the Service Level Guarantee of the Website

The Company does not offer any guarantee of the level of service of the website.

However, the Company makes its best efforts to maintain 24/7 access to the website except in the event of scheduled maintenance under the conditions defined in the "Maintenance" article or in the event of force majeure.

10.3 Regarding Data Backups on the Website

The Company shall use its best efforts to back up any data stored on the website.

However, the Company shall not be liable for any loss of data, except in case of the Company’s proven faults.

10.4 Regarding Data Storage and Security

The Company provides sufficient storage capacity for the use of the Services.

The Company makes its best efforts to ensure the security of the data by implementing measures to (i) protect its infrastructure and website, (ii) detect and prevent malicious acts, and (iii) recover data.

10.5 Regarding the Downloading, Creation, and Storing of Content

The Company acts as a hosting provider for the Content that the User downloads, stores, or produces. Consequently, it is not responsible for this Content.

If the Company receives a notification concerning illicit Content, it will act promptly to remove it or make it impossible to access,and it may take the measures described in the article "Sanctions for Default".

10.6 Regarding Subcontracting and Transfer

The Company may use subcontractors in the context of the Services,which are subject to the same obligations as the Company in the context of their intervention. Nevertheless, the Company remains solely responsible for the proper execution of the Services to the User.

The Company may substitute any person who will be subrogated in all its rights and obligations under its contractual relationship with the User. It will inform the User of such substitution by any written means.

Company's Limitation of Liability

The Company’s liability is limited to proven direct damage suffered by the User as a result of the use of the Services.

Except for personal injury, death, and gross negligence, and subject to having made a claim by registered letter with acknowledgment of receipt, within one month following the occurrence of the damage, the Company's liability may not be incurred for an amount greater than the amounts it received during the 12 months preceding the event giving rise to liability or the duration of the provision of its Services if this duration is shorter.

Admitted Mode of Evidence

Evidence may be established by any means.

User is informed that the data collected or created on the website and the Company’s computer equipment constitute the main method of evidence accepted, in particular, to demonstrate the reality of the Services performed and the calculation of the price.

Processing of Personal Data

The Company practices a policy of protection of personal data, the characteristics of which are detailed in the document Privacy Policy, which Users are expressly invited to read.

Confidentiality

Unless otherwise agreed in writing by the other party, the parties undertake to keep confidential, for the duration of their contractual relationship and 3 years thereafter, all information relating to or held by the other party, of which they have become aware during the conclusion and performance of their contractual relationship.

Such obligation does not apply to information:

• Of which the receiving party was already aware,
• Which was already public at the time of their communication or which would become public without violation of this clause,
• Which would have been legally received from a third party,
• The communication of which would be required by the judicial authorities, in the application of laws and regulations or to establish the rights of a party in the context of the contractual relationship between the parties.

Confidential information may be passed on to the parties’respective employees, collaborators, trainees, agents, and co-contractors, provided that they are subject to the same obligation of confidentiality.

Force Majeure

The parties shall not be liable for any failure or delay in the performance of their contractual obligations due to force majeure occurring during their relationship.

Force majeure covers:

• Any case meeting the conditions of article 1218 of the French Civil Code and recognized by case law,
• Strikes, terrorist activities, riots, insurrections, wars, governmental actions, epidemics, natural disasters, or failure attributable to a third-party telecommunications provider.

If one party is prevented from performing its obligations due to force majeure, it must inform the other party by registered letter with acknowledgment of receipt. The obligations shall be suspended upon receipt of the letter and shall be resumed within a reasonable period of time upon termination of the case of force majeure.

The party prevented from doing so shall nevertheless remain bound by the performance of the obligations that are not affected by force majeure and in particular any payment obligations.

Term of Services

16.1 Termination of Services

The User may terminate the Services by sending a request to the Company to the contact details mentioned in the article"Identification of the Company".

For subscriptions, the termination must be requested at least 7 days before the end of the current Monthly Subscription period or 1 month before the end of the current Annual Subscription period.

The User no longer has access to their account once the Services have ended.

Any Period started is due in its entirety.

Sanctions for Default

The following are essential obligations to the User (the"Essential Obligations"):

• Payment of the price,
• Not to provide incorrect or incomplete information to the Company,
• Not to download, produce or store Content that does not comply with the provisions of the article "Regarding the use of the Services”,
• Not to use the Services for a third party,
• Not to engage in illegal or fraudulent activities or activities that infringe the rights or safety of third parties, infringe public order, or violate the laws and regulations in force.

In the event of a breach of any of these Essential Obligations,the Company may:

• Suspend or remove the User's access to the Services,
• Remove any Content related to the breach,
• Publish on the website any information message that the Company considers useful,
• Notify any competent authority, cooperate with it and provide it with all information useful for the investigation and repression of illegal or illicit activities,
• Take any legal action.

These sanctions are without prejudice to any damages that the Company may claim from the User.

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

The termination of the Services will result in the deletion of the User's Account.

Change of the General Terms and Conditions

The Company may amend its General Terms and Conditions at any time and will inform the User by any written means (including email):

• For the Monthly Subscription: 15 days calendar before they come into force.
• For the Annual Subscription: 2 months calendar before they come into force.

The amended General Terms and Conditions shall apply when the User's Subscription is renewed.

If the User does not accept these changes, they must terminate their Subscription following the terms and conditions set out in the"Termination of Services" article.

If the User uses the Services after the entry into force of the modified General Terms and Conditions, the Company considers that the User has accepted them.

Provisions Applicable Only to Consumer Users

19.1 Right of Withdrawal

The Consumer User does not benefit from the right of withdrawal if the Services concern the provision of digital content not supplied on a physical medium and the Consumer User has expressly (i) agreed that the Services shall commence upon acceptance of the General Terms and Conditions and (ii) waived their right of withdrawal.

However, the User retains the right to terminate the Services within the time limits set out in Article “Duration of the Services” by sending a request to the Company to the contact details mentioned in the article "Identification of the Company".

19.2 Legal Warranties of Conformity Applicable

It is recalled that, when acting under the legal guarantee of conformity in a contract for the supply of digital content or services, any consumer:

• Benefits from a period of time that depends on the period of supply of the digital content or service by the professional: (i) when the supply is one-off or consists of a series of separate supplies: the time limit to act is 2 years from the supply, or (ii) when the supply is continuous: the professional is responsible for the conformity which appear during the whole period of supply,
• May, in case of lack of conformity, suspend the payment of all or part of the price or the delivery of the benefit provided for in the contract until the professional has met their obligations regarding the conformity of the digital content (under the conditions of Articles 1219 and 1220 of the French Civil Code),
• May choose, in the event of lack of conformity, between bringing the digital content or service into conformity at no cost, without undue delay and without major inconvenience to them, or, failing that, to reduce the price or to terminate the contract in accordance with the conditions of Article L224-25-20 of the French Consumer Code. The Company may refuse to comply with the conditions set forth in Article L224-25-19 paragraph 1 of the French Consumer Code,
• In case of termination of the contract, is not required to pay for the use they made of the digital content during the period, prior to the termination of the contract, during which this content was not compliant,
• Is exempted from proving the existence of the lack of conformity of the supply of the digital content during the 12 months following the supply.

It is also recalled that the legal guarantee of conformity applies independently of any commercial guarantee that may have been granted.

Any consumer may also decide to implement the warranty against hidden defects of the thing sold within the meaning of Article 1641 of the French Civil Code. In this case, the consumer can choose between the resolution of the sale or a reduction of the sale price following Article 1644 of the French Civil Code.

19.3 Mediation

In case of a dispute relating to the execution of the present General Terms and Conditions between the Company and the Consumer User, the latter has the right to use, free of charge, the services of a consumer mediator with the view to the amicable resolution.

To this end, the Consumer User may contact the following consumer mediator:

Centre de médiation de la consommation de conciliateurs de justice (CM2C) Postal address: 14 rue Saint Jean 75017 Paris Number:01 89 47 00 14 https://www.cm2c.net

If the Consumer User is a foreign consumer but located in the European Union, they can go to the European platform for the settlement of consumer law disputes accessible here.

Law and Jurisdiction

These General Terms and Conditions are governed by French law.

If the User is a professional, in the event of a dispute between the User and the Company, 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 La Rochelle (France), unless otherwise stipulated.

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