1- PREAMBLE

Ween.ai, a company with a share capital of 1,200 Euros, registered in the Paris Trade and Companies Register under the number 949372023, with its registered office located at 10 RUE DE PENTHIÈVRE 75008 PARIS, (hereinafter "Ween.ai" or the "Company"), offers a SaaS solution, consisting of providing an AI platform that transforms qualitative data from customer databases into usable and intelligible information (hereinafter, the "Services" or "Performances").These general terms and conditions (hereinafter the "General Terms and Conditions of Sale" or "GTC") govern the sale of services aimed at covering the subscription to Ween.ai's Services. These conditions apply to the exclusion of all other conditions.

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2- GENERAL PROVISIONS

The General Terms and Conditions of Sale (GTC) are intended to set out the terms under which Ween.ai offers, particularly through its website (https:/ween.ai), the Services to any individual and/or professional - professional being understood as an entity but also all employees and/or collaborators who have access to the Services - (hereinafter referred to as the "Client").The Client declares to have read and accepted these General Terms and Conditions of Sale before placing an order by issuing a Purchase Order and/or validating the estimate sent by Ween.ai.The GTC are an integral part of the distance selling contract, along with the order placed by the Client. Therefore, the Client's validation of their order implies acceptance of the GTC. The GTC can be printed and kept by the Client. Ween.ai reserves the right to modify the GTC and its Annexes at any time. The GTC applicable to the Client will be those in existence on the date the order is placed.The GTC are made available to clients on the Site where they can be directly consulted and can also be communicated to them upon simple request by any means.

3- SERVICES

3.1- Purpose

The services offered to the Client by Ween.ai consist of providing the Client with Software as a Service (SaaS) access to an artificial intelligence (AI) platform that transforms qualitative data from customer databases into usable and intelligible information.The services vary depending on one of the three Offers subscribed to by the Client at the time of their order (see Annex 1).

3.2- Description of Support

Ween.ai commits to providing appropriate support for the Artificial Intelligence (AI) provided under these General Terms and Conditions of Sale (GTC). This support will include the following elements, but is not limited to:

Access and Integration: Ween.ai will provide the Client with access to the SaaS by communicating login credentials and, where applicable, integrating the platform into the Client's environment, in accordance with the agreed specifications.

Initial Training and Support: Ween.ai will provide initial training for the Client on using the platform through an onboarding process. Ween.ai will also provide technical assistance to resolve any issues related to the initial use of the platform.

Ongoing Assistance: Ween.ai will offer continuous support to address questions and issues related to the platform throughout the duration of the contract.

Incident Reporting - Dedicated Helpdesk

To report an incident and track it during the period covered by these terms, Ween.ai provides the Client with:

• A web platform.

• A contact email address.

• A phone number available Monday to Friday from 9 am to 6 pm (UTC+1).

The technical support of Ween.ai may include an additional quote related to assistance for the initialization and integration of the SaaS within the Client's computer systems and data processing.

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4- EXCLUSIONS - RESERVATIONS

4.1- Reservations

No Service can be provided:

• In the event of non-consent to the exploitation of the qualitative data provided by the Client;

• If Ween.ai, at its sole discretion, believes that the exploitation of client qualitative data could lead to a violation of current legislation, third-party rights, or any other valid reason.

In the aforementioned cases, the amount for the Services will be fully retained by Ween.ai.

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4.2- Limitations

4.2.1 Limitation of Data Volumes

The Client acknowledges that this contract sets specific limits regarding the volumes of data that will be processed by the Service. The data volume limits are defined by the pricing grid annexed to the Contract (hereinafter referred to as the “Volume”).

If the Client exceeds the specified Data Volume limits in this contract, Ween.ai reserves the right to charge additional fees in accordance with the pricing grid provided in the Annex.

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4.2.2- Limitation on Upcoming Releases

The Client acknowledges that the Service is currently based on a specific version of the Ween.ai platform. Ween.ai reserves the right to update or modify the Service, including the addition of new features, bug fixes, or enhancements, in future versions of the Service.

In order to obtain the Client's prior agreement on compatibility with their technical processes and subject to legal imperatives requiring immediate implementation, Ween.ai commits to informing the Client of any update:

• minor updates to the Service at least 30 days before the implementation of said update.

• major updates to the Service at least 90 days before the implementation of said update.

• major updates involving technical developments for the Client at least 120 days before the implementation of said update.

The Client must notify Ween.ai in writing of any disagreement with the major evolutions envisaged, within a maximum period of ninety (90) days in the case of major evolution following their communication to the Client.

In the event of technical incompatibility of the Client's systems with the technical evolutions required by Ween.ai, and without the possibility of remedying it, the Client may terminate the Contract early, on the date of implementation of the aforementioned major evolutions.

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4.3- Force Majeure

Neither party can be held responsible towards the other, and no compensation can be demanded, for delays or harmful consequences due to cases of force majeure. Expressly, cases of force majeure or fortuitous events are those usually recognized by the jurisprudence of French courts and tribunals.

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5- PRICING AND PAYMENT METHODS

5.1- Price

The prices are defined in the commercial offers or quotes sent by Ween.ai to the Client and are calculated based on the pricing grid accessible via this link.

The amounts invoiced under this Contract, in accordance with the rates defined between the Parties, are expressed excluding taxes (HT). Therefore, the Client must pay the due amounts increased by the Value Added Tax (VAT) and any other tax in force on the day of invoicing.

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5.2- Modification of Tariffs

The tariffs and commercial conditions set forth herein may be modified by Ween.ai, it being specified that the applicable tariffs are those in effect at the time of the Client's acceptance of the quote. Any deviation from the tariffs practiced by Ween.ai will be subject to an express, prior, and written agreement between the Parties.

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5.3- Payment Terms

The accepted means of payment are credit card, automatic debit, and SEPA transfer.

- Credit Card: By providing a credit card as a "payment method," the client entrusts the company with continuous authority to automatically debit this card to pay the amounts due for the current invoice and future invoices. In accordance with Article L 133-8 of the Monetary and Financial Code, the commitment to pay, made using a payment card, is irrevocable. To this end, the client confirms that they are the holder of the card to be debited and provides its sixteen digits and expiration date, as well as, if applicable, the numbers of the visual cryptogram. The client can terminate the continuous authority on a card by deleting it as a payment method on their Client Area, a secure personal space. During payment and when entering the client's credit card, Stipe's secure servers use the HTTPS protocol (meaning that the connection between your computer or mobile and the payment server is encrypted using SSL protocol). No information related to the client's credit card passes through the company's website. The company never records data related to the client's credit card. With the encryption system, the bank details (payment card number and expiration date) provided by the client cannot be intercepted by a third party.

- Direct Debits: By providing their bank details (IBAN, BIC) to Ween.ai:

• The Client agrees in advance and unconditionally to the SEPA direct debit mandate and that Ween.ai may use these payment methods to collect the amounts owed.

• The Client also authorizes their bank in advance to debit their account based on the records, statements, invoices, and debit notes transmitted by Ween.ai. To this end, the client confirms that they are the holder of the bank account. The details of the SEPA direct debit mandate are available at all times.

• The Client may change their bank details (IBAN, BIC) by emailing them to Ween.ai.

Failure to pay for these services results in the client being listed on the file of defaulting debtors.

5.4- Invoicing

An annual invoice is sent to the Client by email. The Client who wishes to receive their invoice in paper form can request it at any time.

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6- DURATION

These terms and conditions are applicable for the entire duration of the relationship between the Parties, regardless of the commitment period specified in the quote validated by the Client.

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7- MAINTENANCE - SUPPORT - HOSTING

7.1- Maintenance

7.1.1- Planned Maintenance

Communication: Ween.ai commits to performing maintenance in a way that minimizes any disruption to the Service. If planned maintenance is expected to result in a Service interruption, Ween.ai will endeavor to notify the Client at least 72 hours in advance, except in emergency cases where an immediate interruption is necessary for security or stability reasons.

Monitoring and Resolution: During planned maintenance, Ween.ai's technical team will monitor the progress of the procedure to minimize downtime.

Resolution Time: Ween.ai commits to carrying out planned maintenances efficiently, aiming to minimize the impact on the Client's use of the Service. The resolution time will depend on the nature of the maintenance, but Ween.ai will strive to keep the Service offline for as short a time as possible.

7.1.2 Corrective Maintenance Following an Incident

Communication: In the event of an incident or malfunction of the Service, the Client can report the problem to Ween.ai's support team via email at support@ween.ai. Ween.ai will provide a confirmation of receipt of the incident within 2 hours after receiving the report.

Monitoring and Resolution: Ween.ai will implement a process to investigate the incident, identify the underlying cause, and take corrective action. The Client will be regularly informed about the progress of the resolution process.

Resolution Time: Ween.ai will strive to resolve any incident as quickly as possible. The resolution time will depend on the complexity of the incident, but Ween.ai commits to informing the Client of an estimated time frame for resolving the incident.

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7.2- Assistance

Ween.ai will provide technical assistance to the Client to resolve any issues or malfunctions with the Service. The Client can contact Ween.ai's technical support via email at contact@ween.ai.

Ween.ai commits to providing an initial response to support requests within 2 business days after receiving the request. Critical issues will be addressed with the highest priority.

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7.3- Hébergement 

Ween.ai est responsable de l'hébergement du Service et des données qui y transitent dans un environnement sécurisé et fiable. Ween.ai prendra toutes les mesures nécessaires pour garantir la sécurité des données du Client, y compris la sauvegarde régulière des données et la mise en place de mesures de sécurité appropriées pour prévenir l'accès non autorisé.

Ween.ai effectuera des sauvegardes régulières des données du Client pour prévenir toute perte de données en cas d'incident majeur. Les sauvegardes seront stockées dans un emplacement sécurisé distinct du serveur de la Plateforme.

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8- SECURITY - ALERTS

8.1- Data Security

Ween.ai commits to implementing robust security measures to protect the Client's data. This includes encryption protocols, firewalls, intrusion detection systems, Single Sign-On (SSO) across various systems, and other security devices to prevent unauthorized access, disclosure, alteration, or destruction of the Client's data.Ween.ai will ensure that its staff, including subcontractors where applicable, are duly trained in best practices for information systems security (ISS).

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8.2- Alerts in Case of Failure

In the event of a Service failure or any security breach involving the Client's data, Ween.ai commits to immediately informing the Client of the incident. This notification will be sent via email to contact@ween.ai and will include details of the incident, measures taken to remedy the situation, and recommended actions that the Client can undertake.

Ween.ai commits to fully cooperating with the Client to resolve any failure or security breach as quickly as possible. The Client will be kept informed of the progress of the situation and the corrective measures taken by Ween.ai to address the incident in accordance with Article 7.1.2.

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9- RESPONSIBILITY

Ween.ai and the Client are responsible towards each other for fulfilling their respective contractual obligations, except in cases of force majeure.

Ween.ai commits to performing its obligations in accordance with professional standards and as a diligent professional. Thus, Ween.ai undertakes to provide its services in good faith, under an obligation of result which is incumbent upon it.

Ween.ai's liability may be engaged, under common law conditions, for direct and foreseeable damages suffered by the Client, excluding indirect damages. Notably, indirect damages include loss of time, profits, turnover, margins, loss of orders, clients, business operation, revenue, commercial actions, as well as damage to brand image, expected results, and third-party actions.

The liability of Ween.ai is, by mutual agreement, limited to the coverage limits of its professional liability insurance policy.

This clause remains applicable in case of nullity, dissolution, or termination of this Contract.

10- CLIENT'S OBLIGATIONS

The Client commits to providing Ween.ai with all necessary information regarding the Client's qualitative data, as well as any required consent for their exploitation in accordance with applicable legislation.

The Client is responsible for ensuring that the qualitative data made available are legal and do not infringe upon the rights of third parties.

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11- TERMINATION OF SERVICES

At any time, the Services may be terminated at the initiative of either party, provided that they notify the other party by registered mail or email [or via the following termination form] with a notice period of fifteen (15) days.

In the event that the Client wishes to contest a service provided by Ween.ai, they agree to pay the invoice/debit note and to send to Ween.ai in writing the subject of their complaint as soon as possible via Ween.ai's customer service.

Ween.ai's customer service will then get in touch with the Client to analyze their request.

The termination of the Contract results in the cessation of Ween.ai's Services. The Contract may be terminated by right and without judicial formality by one of the parties (the "Non-Defaulting Party") if the other party (the "Defaulting Party") breaches its obligations under this Contract, after a formal notice notified by registered letter with acknowledgment of receipt remains unsuccessful within a period of fifteen (15) working days from its notification. This provision does not limit or exclude any right to damages in favor of the Non-Defaulting Party.

The Client will not be entitled to a total or partial refund of the service delivered. It is specified that Ween.ai will fulfill its obligations until the effective date of termination.

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12- ASSIGNMENT - CONTRACT TRANSFER

The Contract is concluded on an intuitu personae basis. Consequently, the Services can only be demanded by the Client who signed the quote. Under no circumstances can the Client assign the rights and obligations of the Contract without such an assignment being made with the prior, express, and written agreement of Ween.ai.

Conversely, in the context of an assignment authorized by the Client, Ween.ai and/or its designated subcontractor (MTC) commit(s) to fulfilling all ongoing obligations and remain(s) fully responsible for the proper execution of the Contract with respect to the Client.

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13- CONFIDENTIALITY

Ween.ai commits to maintaining the utmost secrecy regarding all information, data, oral or written details (hereinafter referred to as "Information and Data") that Ween.ai becomes aware of, whether directly from the Client or indirectly during, in particular, the Services or any other circumstance.

These data, information, and documents are strictly covered by professional secrecy (Article 226-13 of the Penal Code).

The Information and Data provided by the Client to Ween.ai remain the property of the Client. However, the Client consents to the use and secure storage of the Information and Data once anonymized in accordance with Article 14, by Ween.ai to improve its machine learning-based Services.

The obligation of confidentiality remains in effect during the execution of the Contract and for two (2) years following its termination, regardless of the cause.

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14- DATA PROTECTION AND GDPR REGULATION

Protecting your personal data is important to us. We commit to only collecting the data necessary to provide you with optimal service, ensuring its confidentiality and security, including when we use service providers, and facilitating the exercise of your rights over your data.

In this context and within the scope of their contractual relations, the Parties are obliged to comply with legal and regulatory provisions relating to the protection of personal data, especially Regulation No. 2016/679 of April 27, 2016, of the European Parliament and of the Council concerning the protection of individuals with regard to the processing of personal data and the free movement of such data ("GDPR").

To ensure the protection of the Client's data, Ween.ai has established a GDPR Regulation accessible via this link.

Each Party guarantees to the other Party that it has conducted a fair and lawful collection of personal data and has informed the concerned individuals in accordance with articles 13 and 14 of the GDPR of the conditions of the processing and has obtained all necessary authorizations for the transmission of the information. Thus, each Party guarantees to the other Party a sustainable use of the information that has been transmitted and protection against any recourse or action by any third party in this regard.

Personal data are kept (i) for the duration of the Contract and (ii) after its expiration for the purpose of improving the AI Platform, provided the data are anonymized in accordance with Article 15 below.Personal data are permanently stored on the territory of the European Union. Any recipients abroad are located in countries recognized as providing an adequate level of protection or will have taken contractual commitments at least as binding in terms of personal data protection as those arising from the GDPR.

In accordance with the provisions of articles 38 and following of the law of January 6, 1978, relating to data processing, files, and freedoms, each Party commits to ensuring the respect of the rights of opposition for legitimate reasons, access, rectification, erasure (right to be forgotten), and limitation of processing with regard to their personal data, to the extent that the data are not necessary for the execution of the contract.

To exercise this right, the request must be addressed to contact@ween.ai or by making a written and signed request, accompanied by a copy of the identity document with the holder's signature, specifying the address to which the response should be sent.

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15- ANONYMIZATION

The anonymization of data involves transforming information in such a way that it cannot be directly or indirectly associated with an identifiable natural person or the legal entity that collected the Data and Information. Ween.ai commits to using dynamic and/or static (masking) anonymization techniques, advanced and in line with industry standards, to ensure that the Client's data is rendered anonymous before any use or processing as part of the Services offered to the Client.

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16- MISCELLANEOUS PROVISIONS

The fact that one of the parties does not take advantage of a breach by the other party of one of the obligations referred to in the GTC should not be interpreted in the future as a waiver of the obligation in question.

Furthermore, in the event that one of the provisions of the GTC becomes or is deemed invalid, unenforceable, null, or void, the other provisions will continue to apply between the parties and produce their full and entire effect.

With respect to the invalidated or nullified provision, the parties will endeavor to substitute it with a valid provision whose meaning is as close as possible to that of the invalidated or nullified one.

17- APPLICABLE LAW AND JURISDICTION

The order and the General Terms and Conditions of Sale (GTC) are governed by French law. For any dispute arising from the interpretation or execution of these terms, only the Paris Commercial Court has jurisdiction.

18- VARIATION

Ween.ai reserves the right to evolve its commercial offers, including the amount of the Services, in which case an amendment to the Contract or the validation of a new quote will be necessary for the Parties.