Terms and Conditions

These Terms & Conditions, together with all the Contractual Documents set out below (together, the “Agreement”), describe the terms and conditions between the Customer and PLOMIUM SASU (“UtopikAI”, “we”, “our”, or “us”) governing access and use of UtopikAI’s online tools and platform.

UtopikAI and the Customer may individually be referred to as a “party” and collectively as the “parties.”

This Agreement is effective as of the date the Customer signs up for any Service online or submits a signed order form that references this Agreement (the “Effective Date”).

By accepting this Agreement, the Customer agrees to its terms. If you’re accepting on behalf of a company or legal entity, you confirm you have authority to bind it. Otherwise, you must not accept or use the Services.

Definitions

Account Information
Data related to your UtopikAI account, including User Personal Data (e.g., names, passwords, emails), billing info, usage limits, and support communications.

Affiliate
Any entity controlling, controlled by, or under common control with a party.

Agreement
This Master Services Agreement, including all related documents and Order Forms.

API Key
A unique token for authenticating access to third-party services.

Confidential Information
Non-public information marked as confidential or reasonably understood to be confidential.

Customer Data
All data stored by or on behalf of the Customer, including Customer Personal Data and User Content.

Customer Personal Data
Any personal data processed by UtopikAI on behalf of the Customer, including User Personal Data and Unstructured Personal Data.

Data Source
Logical storage hosted on UtopikAI's platform, which may contain Personal Data.

Documentation
UtopikAI-provided user documentation, excluding community content.

Effective Date
The date the Customer agrees to the Agreement.

External Provider Services
Third-party services used by the Customer in connection with UtopikAI’s platform.

Foundation Model Provider
Third-party provider offering base AI models (e.g., for language or image generation).

Force Majeure Event
Events beyond reasonable control as defined under French law.

Intellectual Property Rights
Includes copyrights, patents, trademarks, trade secrets, and all similar rights worldwide.

Order Form
Ordering documentation specifying subscribed Services and pricing.

Schedule
Attachment to the Agreement.

Services
UtopikAI’s SaaS platform and related applications and APIs.

Subcontractor / Sub-Processor
Third parties contracted by UtopikAI, with Sub-Processors specifically involved in personal data processing.

Subscription Fees
All fees associated with your Subscription.

Subscription Plan / Term
Defines the functionality included and the subscription period.

Third-Party Provider Services
External services made available through the UtopikAI platform.

Unstructured Personal Data
Personal Data found in unstructured formats (e.g., text documents) not explicitly identified.

Usage Data
Analytics, performance data, and usage metrics (excludes User Content).

User / User Content / User Personal Data
Authorized individuals accessing the Services, their generated content, and associated personal data.

Workspace
A defined environment within the Service where Customer Data is stored and used.

B. Description of Services

UtopikAI offers a platform for building AI-powered virtual assistants tailored to company-specific knowledge and workflows.

Assistants can:

  • Use external services (e.g., Foundation Model Providers)
  • Retrieve content from synced Data Sources

The Customer is responsible for selecting the appropriate Foundation Model Provider and ensuring legal compliance.

C. Contractual Documents (Order of Precedence)

  1. Signed Purchase Order or subscription page
  2. This Master Services Agreement
  3. Data Processing Addendum (DPA)
  4. Security Measures
  5. Sub-Processors list
  6. Foundation Model Supplementary Terms
  7. Acceptable Use Policy
  8. Privacy Policy
  9. Developer Terms

1. Services

  • Access is granted via a Subscription and governed by the Order Form.
  • Services auto-renew unless canceled 30 days before the end of the Subscription Term.
  • UtopikAI controls the provision of Services and may update them as needed.
  • The Customer receives a non-exclusive license for internal business use.
  • UtopikAI may use Subcontractors but remains responsible for delivery.
  • Support is provided via email, Monday to Friday.
  • Third-party and external services are used at the Customer’s discretion and risk.
  • APIs are subject to Developer Terms and may change at any time.

2. Use of Services and Content

Customers must not:

  • Resell, sublicense, or share access
  • Reverse-engineer or tamper with the Services
  • Use the Services for illegal or harmful purposes
  • Circumvent user limits or licensing restrictions

Each User must have a unique identity and credentials must not be shared.

3–7. Responsibilities, Fees, Warranties

  • Customer responsibilities: Provide accurate information, manage users, ensure compliance, and maintain configurations.
  • Fees: Subscriptions are billed in advance and are non-refundable. Automatic renewal applies unless canceled.
  • Warranties: UtopikAI guarantees compliance with law and performance per Documentation. Customer guarantees lawful use and data rights.

8. Confidentiality

Confidential Information must:

  • Be protected and used only for Agreement purposes
  • Only be disclosed under specific conditions (e.g., legal requirement)

Obligations remain for 2 years after termination.

9–11. Open Source, Security, Data Processing

  • OSS: Open source components are subject to their own licenses.
  • Security: UtopikAI follows its published Security Measures.
  • Data: Processing governed by the DPA. Use of third-party services may imply data transfers, for which the Customer is responsible.

12–14. Force Majeure, Unforeseen Circumstances, Suspension

  • Events beyond control may delay or excuse performance.
  • Either party may request renegotiation under French Civil Code art. 1195.
  • UtopikAI may suspend services under certain breach or risk conditions.

15. Term and Termination

  • Agreement is valid while Subscription is active.
  • Termination can occur for uncured breaches or bankruptcy.
  • Customer Data can be retrieved for 30 days after termination.
  • Confidential data must be returned or destroyed.

16–17. Beta Services & Free Trials

  • Beta Services are experimental and provided “as-is.”
  • Free Trials automatically convert into paid Subscriptions unless canceled.

18. Indemnification

  • UtopikAI defends against third-party IP claims.
  • Customer defends against data misuse, legal violations, and unauthorized use.
  • The indemnified party must promptly notify the other and allow control of the defense.

19. Limitation of Liability

  • No liability for indirect damages (loss of profit, data, etc.)
  • Total liability capped at the amount paid in the last 12 months, except in specific cases (e.g., IP breach, data protection).

20. General Provisions

  • French law governs the Agreement.
  • Legal venue: Paris, France.
  • Notices must be in writing.
  • Amendments may be made by UtopikAI and posted online.
  • The Agreement supersedes any conflicting terms from Customer documents.

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