TERMS AND CONDITIONS OF USE

TRIAL SUBSCRIPTION

 

These Terms and Conditions of Use - Trial Subscription and the documents attached by reference constitute an agreement (the “Agreement”) entered between you (the “Client”) and Mindee, a French société par actions simplifiée with a share capital of 7 617 €, whose registered office is located at 14 rue Charles V 75004 Paris, France, registered with the commercial and companies register of Paris under number 837 811 256 (“Mindee”).

 

Mindee develops, hosts and markets, through its platform available on line, remote automatic document and image processing services. The Client wishes to be able to use the Platform (as defined below) and the associated services for test purposes for its internal needs, which Mindee agrees subject to the terms and conditions set in the Agreement.

 

By loading, executing or using the Platform, in any way whatsoever, you acknowledge having read the Agreement and be empowered to represent and bind the Client, and agree to comply with all its provisions. If you do not agree to be bound by the Agreement, you shall not load, execute or use the Platform in any way whatsoever.

 

The services available from the Platform are exclusively intended for experienced professionals and developers with in-depth IT skills. The Client acknowledges entering the Agreement as a professional, regardless of its status or corporate form.

 

  1. DEFINITIONS

Affiliated Entity” means any entity that, directly or indirectly, (i) Controls the Client or (ii) is Controlled by (i) and/or by the Client, as long as this Control remains effective during the term of the Agreement. It is understood that the term “Control” has the meaning ascribed by article L233-3 of the French Commercial Code.

API” means any program interface provided by Mindee from the Platform for the processing of Requests, as well as updates revisions and modifications made available by Mindee to the Client as part of the Maintenance.

Client Data” means the Incoming Data and the Results.

Documentation” means the user guide, description of the functionalities of the API and, more generally, any other document relating to the use of the Services and the Platform. The Documentation is available on the Platform from the Client account.

Incoming Data” means all electronic documents and images imported by the Users into the Platform to be processed as Requests.

Key” means one or several individual API keys delivered by Mindee to the Client for use of the API.

Maintenance” means any update and/or upgrades of the API and the Platlform made by Mindee.

Maintenance Period” means any period during which the Platform is unavailable due to maintenance of the Platform, the API, the Software or their host servers.

Maximum Volume” means the total volume of 50 Requests authorized per API per one-month period, sent by Users through the Platform for Client or Affiliated Entities’ needs.

Personal Data” means any personal data within the meaning of applicable law.

Platform” means the platform owned and operated by Mindee for the provision of Services, accessible through an internet site. 

Request” means the order sent for the processing of an Incoming Data by the Software.

Result” means the data extracted from Incoming Data following the processing of a Request by the Software. “Services” means together the API being made available, the processing of Requests and the delivery of Results from the Platform as well as Maintenance. “Software” means any proprietary software developed by Mindee for the provision of automated document and image processing services, accessible from the Platform through the API, together with any software used to supply the Platform.

Third Party Service Provider” means any third party authorized by the Client to access and use the Platform on behalf of the Client and/or the Affiliated Entities only.

User” means any individual employed by the Client, Affiliated Entities and/or a Third Party Service Provider duly authorized by the Client to access and use the Platform only on behalf of that Client and/or the Affiliated Entities.

User ID” means the login to identify a Client and the User’s personal and confidential password, which allow the access to the Platform and the use of the Services.

 

  1. PURPOSE

The purpose of the Agreement is to set the conditions under which Mindee grants to the Client the right to allow Users to access the Platform and use the Services for internal needs.

 

  1. TERM

The Agreement becomes effective on the date of creation of the Client account and remains in force for an initial term of one (1) month. Thereafter, unless terminated in accordance with article 13, the Agreement will be tacitly renewed for additional periods of one (1) month each.

 

  1. FINANCIAL TERMS

Subject to compliance with the Agreement and the Maximum Volume, the right of use of the Platform and Services is granted to Client free of charge. Beyond the Maximum Volume, the right of use of the Services is automatically suspended until the authorized volume of Requests is renewed for the following month. If Client wishes to increase the monthly volume of Requests above the Maximum Volume, Client is required to subscribe to a royalty-based license and pay the applicable fees in accordance with the monthly volume of Requests selected. Royalty-based licenses are governed by separate terms and conditions than this Agreement.

Client may at any time, from its Client account, track the number of Requests sent during the month and its consumption of the Maximum Volume and subscribe to a royalty-based license.

 

  1. RIGHT OF USE

In consideration of the Client’s compliance with the terms of the Agreement and the specifications set in the Documentation, Mindee grants to the Client, for the term of the Agreement, a personal, non-exclusive, non-transferable and non-sublicensable license allowing Users to access and use the Platform within the limitations set by the Maximum Volume for internal purposes for the needs of the Client and/or the Affiliated Entities.

 

  1. ACCESS TO THE PLATFORM

    1. Connection to the Platform. Access to and use of the Platform requires an internet connection, at the Client’s expense, and prior registration of the Client on the Platform by creating a personal account. When the Client wishes to use the Services on its own behalf for its own internal needs and/or on behalf of the Affiliated Entities for their internal needs, where applicable, the Client and/or the Affiliated Entities, are authorized to allow Users to create several Client accounts, it being understood that the Maximum Volume will be calculated on the basis of the overall use under these Client accounts. Client, the Affiliated Entities and/or Third Party Service Providers shall not create several Client accounts to increase the Maximum Volume authorized for the use of the Platform for the Client and the Affiliated Entities’ needs. Mindee reserves the right at any time to merge the Client accounts created in violation hereof and to claim payment of the fees due. Access to the Client account requires a login and a password to be entered by the Client. The Client is responsible for ensuring that the User IDs remain confidential, and are not communicated to third parties.

Client remains liable for any use of the Platform with the Client’s User IDs.

  1. Prerequisites. The Client acknowledges and agrees that use of the Platform requires in-depth technical knowledge and skills in development and software integration in order to make the API work with the systems of the Client.

  2. Activation of the Key. The right granted to access, install and use the API pursuant to this Agreement, is subject to the activation of one or more Keys generated by the Client from its Client account.

  3. Installation and use of the API. The Client is solely responsible for the installation and use of the API by Users from the Client’s system in accordance with the Documentation.

  4. Compliance with terms by Users and End Clients. The Client is solely responsible for the access to and use of the Platform by Users. It is its responsibility to ensure that each of the Users complies with the terms of the Agreement and the Documentation

 

  1. RESTRICTIONS ON USE

    1. Restriction of rights. The Client is only authorized to use and allow use of the Platform under the terms and conditions expressly set in the Agreement. Mindee reserves all other rights.

Except for the rights expressly granted to Users according to the Agreement, the Client undertakes not to (i) copy, make available and/or distribute in whole or in part in any way whatsoever the Platform and the Services to third parties other than the Users; (ii) access and/or use the Platform above the Maximum Volume without subscribing to a royalty-based license and paying the applicable fees; (iii) assign, sell, lease, lend, sub-license, distribute, outsource or transfer the rights that have been granted to it under the Agreement; ((iv) adapt, modify, including for correction purposes, or translate the Platform, the API or the Software; (v) disassemble, decompile the Platform, perform reverse engineering, or otherwise attempt to discover or reconstitute its source code, except as specifically authorized by applicable law; (vi) alter, destroy or delete notices relating to intellectual property rights or any other reference to Mindee’s ownership appearing on the Platform, the API as well as in the Documentation; (vii) distribute all or part of a software created in whole or in part with the Platform; (viii) use the Platform for the purposes of benchmarking, or communicate to third parties the results of software performance tests obtained from using the Platform.

  1. Restriction on number of Requests. Use of the Platform, by Client is limited to the Maximum Volume (all Users together) and to compliance with the conditions set in the Documentation. The Client undertakes that the Users will not make unreasonable and excessive use of it and, generally, that their use will not affect the stability, safety and quality of the Platform.

 

  1. INTELLECTUAL PROPERTY

    1. Property of Mindee. Mindee and its licensors are and will remain owners of all of the material and intellectual property rights attached to the Platform, the API and the Software. The Agreement does not include any transfer of property to the Client except the temporary right of use granted hereto. The Client undertakes not to infringe the property rights of Mindee and its licensors.

    2. Property of Incoming Data. The Client and/or the Affiliated Entities are and will remain sole owners of the Incoming Data. The Client grants to Mindee a worldwide, for the duration of protection granted by applicable law, license to use the Incoming Data in order to enable their processing and their storage for processing the Requests and the performance of the Agreement (including without limitation the analysis of Services performance, their improvement and the development of new services).

 

  1. PERSONAL DATA

Mindee processes Personal Data in accordance with the conditions set in Mindee’s Privacy policy accessible on the Platform, which is incorporated into the Agreement by reference.

 

  1. SERVICES

    1. Hosting of the Platform. Mindee will host the Platform and the Software on servers located, by default, in the European Union and ensures the remote accessibility of the Platform except during Maintenance Period or in case of force majeure event. Except in cases of emergency maintenance, Mindee undertakes to inform the Client in advance by all means (such as by e-mail or via a notification on the Platform) that the Platform will be unavailable. The Client acknowledges being informed of the hazards inherent to the internet network and the consequences it may have on the availability and accessibility of the Platform. Mindee will in no event be held liable for the temporary inaccessibility of the Platform due to the Client’s hardware, the Client Application or a failure of the internet network.

    2. Security measures. The Key to be activated by Client constitutes a technical measure of protection of the API implemented by Mindee. Mindee also endeavors to secure the transmission of Requests that are sent and Results that are generated by the Software through the use of a secure transmission channel (https protocol).

    3. Storage of Client Data. Mindee does not store any Client Data on behalf of the Client. Client shall be responsible to ensure the storage and archiving, where applicable, of the Incoming Data sent to Mindee and the Results transmitted by the Platform. Mindee will not be liable in any way whatsoever for any loss or destruction of Client Data.

    4. Maintenance. Mindee reserves the right at any time to make any updates and/or changes to the Software, the API or the Platform. Such Maintenance will be performed at Mindee's discretion. Mindee will ensure that Maintenance does not materially downgrade the functionality of the Software, the API or the Platform.

    5. Support. Mindee will use its best commercial efforts to answer User's questions regarding use of the Platform. The support provided by Mindee does not include the provision of assistance services to the Client, such as for the installation or configuration of the API with the Client's systems, the development of an internal application, training for the use of the Platform.

 

  1. WARRANTIES

    1. The Client acknowledges and agrees that the Platform and the Services are provided for internal Client’s and/or Affiliated Entities’ purposes only on an “as is” basis, and without any warranty from Mindee. Mindee expressly disclaims any warranty of conformity, infringement, of compatibility and of fitness for Client’s particular purposes. The Results are predictions given with a score of confidence set between 0 and 1. Mindee does not warrant that the Results will be error free or that the Platform will operate without interruption. The Client expressly agrees to assume all risks inherent to the access to and use of the Platform and its Results.

    2. The Client warrants that the Client Data do not (i) violate applicable laws; (ii) infringe intellectual property rights or trade secrets of third parties; (iii) contain illegal, hateful, obscene, abusive, threatening or defamatory content; (iv) contain any virus or malicious code that could harm or corrupt the Platform, and/or (v) constitute an unlawful processing of Personal Data. The Client undertakes, at its expense, to defend and hold Mindee harmless from any action or claim made by a third party (including without limitation claim of infringement, unfair competition, free riding, Personal Data breach) concerning the use of Client Data by Mindee under the Agreement. The Client shall indemnify Mindee for all expenses (including lawyers’ fees), losses and damage that Mindee may incur, together with the amount of any settlement and/or compensation for which Mindee may be held liable.

 

  1. LIABILITY

Client is solely responsible to ensure that the Client Data and its hardware are suitably protected.

The Client shall ensure and represent (stipulation de porte-fort d’exécution) that Users (including Affiliated Entities and Third Party Service Providers) will comply with the terms and conditions of the Agreement. Client remains liable toward Mindee for any breach of the Agreement by any User.

Mindee disclaims all liability for the inaccuracy, loss or alteration of Client Data or in case of indirect damage, including without limitation, loss of income, loss of profits or loss of goodwill resulting from the use of the Platform and the Services.

Mindee is bound by an obligation of means to make the Platform available and provide the Services. To the extent permitted by applicable law, the liability of Mindee in the aggregate is limited to one hundred euros (100 €).

 

  1. TERMINATION OF THE AGREEMENT

    1. Termination for convenience. Client may freely terminate the Agreement at any time and as of right by deleting its Client account. Mindee reserves the right to terminate at any time and as of right (ipso jure) the Agreement and delete Client’s account in case of inactivity of the Client’s account during 3 consecutive months. Termination will be automatically effective and will result in the automatic termination of the right of access and use of the Platform by Client and the Users.

    2. Termination for cause. Mindee reserves the right to terminate the Agreement in case of breach by the Client of any provisions of the Agreement. Termination will be made as of right (ipso jure) and without prior notice (when the emergency requires it, such as in case of infringing use of the Platform by the Client or the Users), or (ii) for any other breach upon prior formal notice of two (2) business days, sent by any means, which remained uncured. Termination is made without prejudice to other rights or remedies available to Mindee.

    3. Consequences of termination. In case of termination of the Agreement, for any reason whatsoever, the rights granted to the Client to allow access and use of the Platform by Users shall immediately terminate and the Client shall cease and have ceased all use of the Services by the. Termination shall not affect any rights and obligations of the parties that have accrued up to such termination. The provisions of the Agreement that are meant to remain into effect (such as articles 8, 9, 11, 12, 14 and 16) shall survive termination.

 

  1. CONFIDENTIALITY

Each Party undertakes, with regards to information of a technical (including without limitation the Platform, the API, the Software and the Documentation), financial, business or otherwise sensitive nature (the “Confidential Information”) of the other Party that it may have had knowledge of prior to or during the performance of the Agreement, to (i) keep it strictly confidential and not to copy, communicate or make it available to third parties except to their employees duly authorized, and (ii) not to use it, directly or indirectly, for a purpose other than the performance of this Agreement. Upon termination of the Agreement, each Party undertakes to return or destroy the other Party’s Confidential Information in its possession or under its control.

 

  1. MISCELLANEOUS

    1. The Agreement constitutes the entire agreement between the Client and Mindee relating to its subject matter, it supersedes all prior agreements or declarations, whether made in writing or orally.

    2. Mindee reserves the right to modify the Agreement at any time subject to prior notice to the Client by any means. Any access to or use of the Platform after the effective date of the modifications constitutes Client’s full and unlimited consent to the modifications.

    3. Failure of either Party to enforce against the other Party any right it holds under the Agreement shall not be deemed to be a waiver from that Party. Any waiver shall be in writing signed by an authorized representative of the relevant Party.

    4. The Client expressly authorizes Mindee to use and reproduce, for business reference purposes, Client’s name, trading name and/or trademark and make reference to the contractual relationship with the Client on all promotional vectors used by Mindee.

    5. The Client expressly acknowledges and agrees that Mindee reserves the right to assign or to transfer, in whole or in part, any of its rights or obligations under the Agreement to any third party. The assignment will release for the future Mindee from its obligations and liabilities under the Agreement.

    6. Mindee reserves the right to delegate all or part of its obligations to any third party service providers of its choice.

    7. If any provision of the Agreement is determined to be void, inapplicable or unenforceable by virtue of law or by any final court ruling, the remainder of the Agreement shall remain in full force and effect.

    8. In the event of dispute, the Parties expressly agree, as a convention of proof, that the information collected by Mindee concerning the use of the Platform and the Services will constitute valid evidence and will be admissible and enforceable between the Parties.

 

  1. APPLICABLE LAW AND JURISDICTION

The Agreement is governed by French law. In the event of a dispute between the parties relating to the Agreement that cannot be solved amicably, the parties agree to submit to the exclusive jurisdiction of the courts of Paris, notwithstanding plurality of defendants or warranty claims, including urgent or interim proceedings, whether they are summary proceedings or application proceedings.