Oupi Technologies General Terms and Conditions
These General Terms and Conditions, together with all Contractual Documents set forth below (collectively, the “Agreement“), describe the terms and conditions between the Client and Oupi AI (“Oupi Technologies“, “we“, or “our“) governing access to and use of Oupi Technologies’ online tools and platform.
Oupi Technologies and the Client may be referred to individually as a “party” and collectively as the “parties“.
This Agreement becomes effective on the date the Client registers for any online Service or submits a signed order form that references this Agreement (the “Effective Date“).
By clicking a box indicating acceptance of this Agreement, or by executing an order form that references this Agreement, the Client agrees to the terms of this Agreement. If the individual accepting this agreement does so on behalf of a company or other legal entity, that individual represents that they have the authority to bind that entity and its affiliates to this Agreement. In that case, “Client” will refer to that entity and its affiliates. If you do not have such authority, or if you do not agree with this Agreement, you must not accept it and may not use the Services.
Company Information:
Company Name: Oupi AI
Address: 60 RUE FRANCOIS IER, 75008 PARIS, France
SIREN Number: 989119599
VAT Number: FR909891119599
Website: oupi.com
A. Definitions
The following table:
| Term | Definition |
| Account Information | means information regarding the management of your Oupi Technologies account and information that you and your Users provide to Oupi Technologies in connection with (1) the creation or administration of your Oupi Technologies account; or (2) the maintenance, support, or monitoring of your account or the Services by Oupi Technologies. Account Information includes User Personal Data (such as names, pseudonyms, passwords, phone numbers, email addresses), Client information (such as Workspace metadata, billing information, usage quotas or limits), and communications between the Client (or User) and Oupi Technologies support. |
| Affiliate | means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of that entity, whether through the ownership of voting securities, by contract, or otherwise. |
| Agreement | means this Master Services Agreement, together with its appendices and including all additional terms of use, as well as all Order Forms entered into between you and Us. |
| API Key | means a unique security token used to authenticate, access, and use the API provided by a Third-Party Service Provider. |
| Confidential Information | means information that one party (“Discloser“) discloses directly or indirectly to the other party (“Recipient“) under this Agreement, and which is visibly marked, or orally, and where applicable, visually declared as confidential or would normally be considered confidential information by a reasonable party under the circumstances. “Confidential Information” does not include information that the Recipient can document as being: (1) independently developed by the Recipient; (2) legitimately given to the Recipient by a third party without an obligation of confidentiality; or (3) publicly available without fault of the Recipient. Oupi Technologies’ Confidential Information includes non-public information regarding the features, functionalities, performance, and pricing of the Services, Documentation, API(s), and other Oupi Technologies products or services. |
| Client Data | means all data stored by or on behalf of the Client or at the Client’s request in the Services. Client Data includes Client Personal Data, User Content, and all data stored in a Data Source by the Client. |
| Client Personal Data | means User Personal Data, Unstructured Personal Data, or any Personal Data (i) uploaded to the Services by the Client and processed by Oupi Technologies as a Data Processor on behalf of the Client or its Affiliates, or (ii) otherwise processed by Oupi Technologies’ Sub-Processors, in all cases in accordance with or in relation to instructions given by the Client, and according to Oupi Technologies’ Data Processing Addendum (“DPA“). |
| Data Source | means a logical data storage unit provided by Oupi Technologies and hosted on the Oupi Technologies platform, which allows the Client to upload (or synchronize) and store data and content on Oupi Technologies’ Services. A Data Source could contain Personal Data, as such Personal Data could be included in the data flow transmitted by the Client (in unstructured data like documents or structured databases in synchronized form). |
| Documentation | means the User documentation provided by Oupi Technologies relating to the Services, available on oupi.com, as updated by Oupi Technologies from time to time. Documentation does not include content published in community forums. |
| Effective Date | means the date on which the Client accepts this Agreement. |
| External Provider Services | means services provided by a third-party entity, which are used by the Client at its own discretion, in connection with Oupi Technologies’ Services, including, without limitation, to extend the functionalities of a Client’s application (based on Oupi Technologies Application functionality), to enhance any Client instruction, to enrich the context of any prompt, or to send/retrieve information via an external system. Typically, External Provider Services allow the Client’s application to query external data or write data to external services. External Provider Services may include services such as search engine APIs, or headless browsers (web scraping). When the Client uses External Provider Services independently, these cannot be considered Oupi Technologies’ Subcontractors or Sub-Processors. |
| Foundational Model Provider | means a Third-Party Service Provider that offers large-scale pre-trained models designed to serve as fundamental or base technology for a wide range of processing tasks, such as natural language analysis and text generation and/or image generation. |
| Force Majeure Event | means events typically considered as such by Article 1218 of the French Civil Code and French case law and French courts, and any circumstance beyond Oupi Technologies’ reasonable control, including, but not limited to, an act of God and an act of government, flood, fire, earthquake, civil unrest, act of terror, strike or lockout or other labor problem (other than one involving Oupi Technologies’ employees), epidemics, power outages, communication line failures or Internet service provider failure or delay, Non-Oupi Technologies Application failure, or acts undertaken by third parties, including, without limitation, any denial-of-service attack or third-party domain name system event. |
| Intellectual Property Rights | means all patents, rights to inventions, utility models, copyrights and related rights, trademarks, service marks, trade names, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, design rights, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications, and renewals or extensions, of such rights, and all similar or equivalent rights or forms of protection in any part of the world. |
| Order Form | means any order documentation or online registration or subscription pages, in whatever form, provided by Oupi Technologies and agreed between the parties that sets out the Services to which the Client accesses and any relevant pricing. Multiple Order Forms may be entered into under this Agreement. |
| Appendix | means an appendix to this Agreement. |
| Services | means Oupi Technologies’ online software-as-a-service platform and services, including all related APIs provided by Oupi Technologies, as well as all related desktop applications. “Services” exclude Non-Oupi Technologies Services. |
| Subcontractor | means a third-party individual or company that is directly contracted by Oupi Technologies to perform specific tasks or provide services within the framework of a larger project or service agreement. The Subcontractor works under the supervision and direction of Oupi Technologies. Subcontractors involved in the processing of Client Personal Data are defined as Oupi Technologies’ Sub-Processors. |
| Sub-Processor | means Oupi Technologies’ Subcontractors who have access to, or could have access to, or process Client Personal Data. The terms “Sub-Processor” (and “Processor”) have the same meanings as those described in applicable Data Protection Laws (GDPR) and shall be interpreted accordingly. |
| Subscription Fees | means all fees associated with your Subscription. |
| Subscription Plan | means the applicable subscription level of packaged features and services (including free trial) as detailed in the Order Form, on the Oupi Technologies website, and, at Oupi Technologies’ discretion, in the applicable Documentation. |
| Subscription Term | means the period during which you have agreed to subscribe to Oupi Technologies’ Services. |
| Third-Party Services | means services provided by a third-party entity, which are made available on the Oupi Technologies platform and are used for the operation of Oupi Technologies’ Services or to extend some of its functionalities. Third-Party Services primarily include services provided by Foundational Model Providers (such as OpenAI or Anthropic), but they may also refer to service providers like SerpAPI (Google Search), when used by Oupi Technologies, within its platform or code, for the operation of Oupi Technologies’ Services, or are made available to clients via Oupi Technologies’ API. The corresponding Third-Party Service Providers involved in the processing of Client Personal Data are designated as Sub-Processors in this agreement. |
| Unstructured Personal Data | means all Personal Data provided by the Client or User in an unstructured data flow (such as in the content of Data Sources or User Content) or in any data flow performed by the Client that is not specifically intended to contain Personal Data. By default, if Personal Data is transmitted via such a data flow, Oupi Technologies is not aware of the existence and nature of this Personal Data, which is therefore considered Unstructured Personal Data. Typically, Personal Data relating to the Client’s customers / consumers / end-users / prospects is considered Unstructured Personal Data. |
| Usage Data | means information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including information concerning the use by the Client and Users of the different features and functionalities of the Services and the analytical and statistical data derived therefrom, assistant names, and one-line descriptions). Usage Data does not contain any User Content, with the exception of messages sent to Oupi Technologies support or the @help assistant. |
| User | means any individual authorized to access the Services by the Client. Each User must use a unique identity to access and use the Services, and may only access the Services to the extent authorized by the Client. |
| User Content | refers to any content or data created in, stored in, or transferred into a Workspace by a User. For example, and without limitation, User Content may be a conversation, a prompt, an instruction, an input, or an output returned to a User based on an input. To the extent that content is managed by a User, such content will be considered User Content. |
| User Personal Data | refers to all Personal Data related to the User and stored in their User account by the User or the Client. Any other Personal Data provided by the User or the Client in an unstructured data stream (such as in Data Sources or in User Content) is considered Unstructured Personal Data but not User Personal Data. |
| Workspace | refers to a separate section of the Service where Users can submit, post, or modify Client Data. Workspaces have different tiers, which have different features and functionalities as specified in the Documentation, including Data Sources. |
B. Description of Services
Oupi Technologies provides a Software-as-a-Service platform that enables Clients to create AI-powered virtual assistants (“Artificial Intelligence Assistants” or “AI Assistants”) tailored to their needs18. The purpose of these AI Assistants is to help workers accomplish their daily tasks, allowing them to more easily access and leverage company knowledge19. AI Assistants can be configured by the Client to (i) use remote services provided by Third-Party Service Providers (such as Foundational Model Providers) and (ii) retrieve content from Client-fed Data Sources, to set the context for Foundational Models with domain-specific data20. On its platform, Oupi Technologies provides a list of the main Foundational Model Providers (“FMP”) available on the market21. Oupi Technologies does not endorse any particular FMP: it is the Client’s responsibility to select the FMP that meets its needs and complies with its technical or legal requirements22. The Client, having been informed of the characteristics and operation of Oupi Technologies’ Services, is authorized to use them according to the terms and conditions set forth in this Agreement.
C. Contractual Documents
The Agreement is composed of the following documents listed below. In case of conflict or inconsistency, the following order of precedence shall apply:
Order Form signed by the Client (or any ordering documentation or online registration or subscription pages);
This Master Services Agreement, including Section B. Description of Services, and any potential amendment28;
Data Processing Addendum (“DPA“);
Security Measures;
Sub-Processors;
Supplemental Foundational Model Terms;
Acceptable Use Policy;
Platform Privacy Policy;
Developer Terms of Use.
1. Services
1.1. Subscription. Oupi Technologies grants access to the Services in accordance with a Subscription. The Client may activate a Subscription to the Services by executing an Order Form. Unless otherwise specified, Order Forms are governed by this Agreement39. In case of conflict between this Agreement and an Order Form, the Order Form shall prevail.
1.2. Subscription Term. Subscriptions will be for the Subscription Term agreed upon in the applicable Order Form. Unless otherwise provided in an Order Form, each Order Form will automatically renew for a period equal in duration to the expiring Subscription Term, unless either Party notifies the other in writing of its intent not to renew the applicable Order Form at least thirty (30) days prior to the end of the then-current Subscription Term.
1.3. Subscription Plan. Oupi Technologies will provide you with the Services in accordance with the Subscription Plan to which you subscribe.
1.4. Provision of Services. Oupi Technologies will have exclusive control, management, and supervision over the method and means of providing the Services44. Oupi Technologies will comply with all laws applicable to its role in performing this Agreement. Oupi Technologies will use commercially reasonable efforts to make the Services available. Oupi Technologies may modify or update the Services from time to time at its sole discretion.
1.5. Access to Services. Subject to the Client’s payment of all Subscription Fees and compliance with this Agreement, Oupi Technologies grants the Client a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term of the applicable Order Form to use the Services in accordance with the applicable Subscription Plan in connection with the Client’s internal business operations. The Client may authorize its Users to use the Services for this purpose, and the Client is responsible for its Users’ compliance with this Agreement.
1.6. Subcontractors. Oupi Technologies may engage Subcontractors (other than Third-Party Providers) to perform its obligations under this Agreement. Subject to the provisions of Section 1.8 below, Oupi Technologies will remain responsible for all such obligations. Oupi Technologies’ Subcontractors involved in the processing of Client Personal Data are listed in the Sub-Processors.
1.7. Support. Subject to payment of all Subscription Fees and compliance with this Agreement, we will provide you with technical support via email, 5 days a week (Monday to Friday). You may initiate a support conversation by sending an email to [email protected].
1.8. Third-Party Provider Services and External Provider Services. Notwithstanding any other provision, Third-Party Provider Services and/or External Provider Services are subject to the third-party provider’s standard license, service, warranty, indemnification, and support terms (or to a direct agreement applicable between you and such provider, to which you must adhere)55. Third-Party Provider Services and/or External Provider Services are not supported by Oupi Technologies56. Any claim for warranty, damages, or indemnification against Oupi Technologies in connection with Third-Party Provider Services and/or External Provider Services is expressly excluded57. The Services may contain features designed to interoperate with Third-Party Provider Services, including via the Oupi Technologies Developer Platform or Oupi Technologies’ API58. We cannot guarantee the continuous availability of these features or any Third-Party Provider Service, and Oupi Technologies may cease to provide access to some of these Third-Party Provider Services without notice, if for example and without limitation, a Third-Party Provider ceases to make its service available for interoperation with the corresponding Service features, or provides its service in a manner that is not acceptable to us.
1.9. API. We may offer an application programming interface that provides additional means to access and use the Service (“API“) which is part of the Service. Your use of the API is subject to this Agreement and Oupi Technologies’ Developer Terms which may be updated by Oupi Technologies from time to time61. We reserve the right at any time to modify or discontinue your access to the API (or any part thereof) with or without notice. The API is subject to changes and modifications, and you are solely responsible for the compatibility of your use of the API with its specifications.
1.10. Systems Responsibility. Each party will retain sole responsibility for its information technology infrastructure, including computers, servers, software, databases and database management systems, electronic systems, and networks, whether operated directly by that party or through the use of third parties.
1.11. Account Information. We may collect Account Information about Users that the Client (or User): (i) provides to Oupi Technologies in connection with the creation or administration of their account 65; or (ii) provides to Oupi Technologies when contacting Oupi Technologies support in relation to their use of the Services 66; as well as your Use of the Services (such as quotas or usage limits for the Services)67. This may occur without limitation to monitor your Use of the Services in alignment with the terms of the Client’s Subscription Plan68. Oupi Technologies will process Account Information that includes Personal Data in accordance with Oupi Technologies’ DPA.
2. Use of Services and Content
2.1. Usage Restrictions. Except as expressly authorized in this Agreement, the Client shall not, and shall not permit or authorize third parties to:
(1) license, sublicense, sell, transfer, distribute, share, rent, loan, or otherwise permit third parties to use the Services72;
(2) use the Services to provide process outsourcing services to third parties (e.g., as a service provider)73;
(3) use the Services in a manner that would violate the applicable Subscription Plan, or this Agreement, or the Third-Party Provider agreement74;
(4) circumvent or disable any security or other technological feature of the Services75;
(5) reverse engineer, decompile, disassemble, or otherwise attempt to copy or discover the source code, object code, or the underlying structure, ideas, know-how, or algorithms related to the Services (except to the extent such restriction is prohibited by applicable law)76;
(6) modify, translate, or create derivative works based on the Services77;
(7) remove any proprietary notices or labels from the Services78;
(8) use the Services in a manner that violates or attempts to circumvent applicable law79;
(9) use the Services in a manner that infringes the Intellectual Property Rights of third parties80;
(10) use the Services to transmit any content that is offensive, harassing, defamatory, abusive, threatening, harmful, or otherwise objectionable81;
(11) upload or introduce into, or use the Services to distribute, any virus or other malicious code82;
(12) transmit large amounts of data in a manner that would be deemed to have a detrimental effect on the Services83;
(13) perform or attempt to perform any action that would interfere with the proper functioning of the Services or prevent access to or use of the Services by Oupi Technologies’ other clients84;
(14) access or use the Services to develop or sell a competing product or service85;
(15) access or use the Services for purposes that compete with Oupi Technologies86;
(16) access or use the Services in a manner designed to circumvent the unique identity requirement for Users87;
(17) access or use the Services in a manner that deceptively reduces the number of Users, or create generic technical accounts to conceal the number of Users, in order to circumvent Subscription or Subscription Plan limitations88;
(18) use the Services, including to store or transmit Client Data, in a manner that violates Oupi Technologies’ Acceptable Use Policy89.
When using the Workspace management functionality of the Service, you agree to be responsible for ensuring that your use complies with all applicable laws and any internal policies you maintain, including those involving employee privacy90. If we reasonably suspect that you or your Client Data are in violation of the foregoing, we may investigate such violation and suspend or terminate your access to the Services91.
2.2. Authorized Users; Accounts. The Client is responsible for all actions and inactions of its Users or any third party that the Client or a User authorizes to access or use the Services, as if such action or inaction were an action or inaction of the Client92. The Client is responsible for maintaining control of its account, including the confidentiality of any login credentials, and is responsible for all activities that occur on or through the Client’s account and its Users’ accounts93. The Client shall not, and shall not permit Users to, share User account credentials, or use them in multiple locations simultaneously94. Each User must use a unique identity to access and use the Services, and may only access the Services to the extent purchased by the Client and in accordance with the applicable Subscription Plan95. The Client will provide accurate, up-to-date, and complete information required to enable its Users to access and use the Service and will maintain the accuracy of such information during the Subscription Term96.
3. Our Responsibilities 97
3.1. Reasonable Efforts. We will use reasonable efforts to meet the deadlines agreed upon in any Order Form or Statement of Work.
3.2. Provision of Services. We will perform the Services99:
(a) in accordance with all laws applicable to our provision of the Services100;
(b) with reasonable care and skill101; and
(c) using only employees or consultants who are suitably qualified and experienced102.
4. Your Responsibilities 103
4.1. Effective Cooperation. You104:
(a) will cooperate with us in all matters relating to the Services105;
(b) will provide us with all information, items, and materials we require in a timely manner to effectively provide you with the Services and ensure that everything you provide us is accurate106. We will only use your information, items, and materials to provide you with the Services in accordance with this Agreement107. You further agree that our possession and use of the materials and information you have provided will not cause us to infringe the rights, including any Intellectual Property Rights, of any third party108;
(c) will comply with all laws applicable to your use of the Services109;
(d) will adhere (and ensure your Users adhere) to the terms of Section 2 (Use of Services and Content) and the Purchase Order(s) when accessing and using the Services110;
(e) will obtain and maintain all necessary authorizations and licenses required to enable us to provide the Services111;
(f) will obtain and maintain all necessary consents, including consent for the processing of Personal Data in accordance with Oupi Technologies’ DPA, required to comply with Data Protection Laws112.
4.2. Delays. If Our performance of this Agreement is delayed by you (or any act or omission by your agents, subcontractors, consultants, or employees), then we will be entitled to an extension of time to perform Our obligations equal to such delay.
4.3. Service Configuration. You are responsible for maintaining your Service configuration, including User management, Workspace member invitations, or the management of authorized email domains and any other configuration or authorization settings provided by the Services.
4.4. Client Data Permissions Management. The Client acknowledges that access permissions (“Access Control List” or “ACL”) applied in its Enterprise Content Management (“ECM”) system, such as Google Drive, Notion, or Slack, on folders or documents or any other piece of content, are not replicated when synchronizing documents to Oupi Technologies’ Services115. Consequently, if a folder/document is protected in the Client’s ECM system by specific access rights (e.g., only individuals with a management role can view the document), this ACL information will not be propagated to Oupi Technologies’ Services and, therefore, any Workspace User will be able to access and read the corresponding content when retrieved from the associated Data Source by the Client’s Virtual Assistant or via Oupi Technologies’ API116. The Client is solely responsible for ensuring that its Workspace Users are authorized to access and read documents or any content uploaded or synchronized to their Data Sources or Workspace117.
4.5. Data Source Management. Oupi Technologies offers a feature that allows for the automatic synchronization of documents or content from the Client’s ECM system to the Data Source located in Oupi Technologies’ storage system118. Oupi Technologies makes its best efforts to ensure that its synchronization system is robust and reliable119.
5. Intellectual Property and Licenses
5.1. Client Data. The Client and its licensors own the Client Data, including all Intellectual Property Rights related thereto125. No ownership rights in the Client Data are transferred to Oupi Technologies by this Agreement126. The Client hereby grants Oupi Technologies, for the term of the Agreement, a limited, worldwide, non-exclusive, royalty-free, fully paid, non-transferable license (except to Oupi Technologies’ Subcontractors and/or Third-Party Providers authorized by the Client) to host, store, transfer, display, perform, reproduce, modify, create derivative works of the Client Data, solely to provide the Services to the Client127. At any time during the Subscription Term, the Client may request an export of the Client’s Personal Data from the Services in an industry-standard format then supported by the Services and as specified in the applicable Documentation128.
5.2. Client Feedback. The Client grants Oupi Technologies a worldwide, non-exclusive, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and incorporate into its services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by the Client or its Users regarding the operation of the Services129.
5.3. Usage Data. Oupi Technologies may (i) collect, analyze, and otherwise process Usage Data internally for business purposes, including for security and analytics purposes, to improve and optimize the Services, or for other development, diagnostic, and corrective purposes in connection with the Services or other Oupi Technologies products or services, and (ii) disclose Usage Data only in an aggregated and/or anonymized form in connection with its activities in a manner that does not identify the Client or any of its Users130.
5.4. Oupi Technologies Ownership. Oupi Technologies and its licensors retain all rights, title, interest, and ownership in the Services (including without limitation trademarks, copyrights, patents, know-how, or other intellectual property in, including but not limited to, Oupi Technologies’ software source code, software component design, methodology and algorithm, Documentation, API, Usage Data, Data Sources created by Oupi Technologies and whose content is provided by Oupi Technologies), Oupi Technologies’ websites, and all deliverables created by Oupi Technologies and delivered to the Client, including all Intellectual Property Rights related thereto (the “Oupi Technologies Intellectual Property“)131. No ownership rights in Oupi Technologies Intellectual Property are transferred to the Client by this Agreement132. The Client has no rights to Oupi Technologies Intellectual Property, except for the limited rights expressly granted in this Agreement133.
6. Fees, Payments, and Taxes 134
6.1. Fees. The Subscription Fees applicable to your Subscription will be those specified in the Purchase Order135. Unless otherwise specified in a Purchase Order, the Subscription Fees applicable to any renewal Subscription Term will be Oupi Technologies’ standard Subscription Fees for the applicable Subscription Plan in effect at the time such subsequent Subscription Term begins136. Subscription Fees are due and payable at the beginning of the applicable Subscription Term137. Except in the event of an uncorrected material breach of this Agreement by Oupi Technologies, all Subscriptions are non-cancellable and Subscription Fees are non-refundable138. There are no credits for partially used Subscription periods139. Your use of the Services is subject to the rights and limitations of the applicable Subscription Plan140. Certain features are provided on a usage-based model141. In such a case, the Client acknowledges and agrees that if the usage permitted by its Subscription and Subscription Plan is exceeded: (i) the Client may be required to upgrade its Subscription Plan or purchase additional usage to continue accessing and using such feature(s) 142; and (ii) Oupi Technologies may disable or degrade the performance of these features143.
6.2. No Downgrades. You may not downgrade your Subscription Plan or reduce the number of Users during any Subscription Term144. If you wish to downgrade your Subscription Plan or reduce the number of Users under any Subscription Plan for a subsequent Subscription Term, you must provide Oupi Technologies with thirty (30) days’ written notice before the end of your then-current Subscription Term145. Downgrading your Subscription Plan may result in a loss of content, features, or Service capacity, and Oupi Technologies is not responsible for such loss146.
6.3. Billing and Payment. Unless otherwise specified in a Purchase Order, Subscription Fees will be due and payable in full at the time of purchase147. In the event of non-payment or late payment of any Subscription Fees, Oupi Technologies may, at its sole discretion: (i) suspend the Client’s access to the Services148; (ii) terminate the applicable Purchase Order 149; or, (iii) continue to provide the Services, for a period solely determined by Oupi Technologies, in anticipation of full and timely payment by the Client150.
6.4. Renewal and Cancellation. You agree that at the end of each Subscription Term, your Subscription will automatically renew, and your payment method for that Subscription will be automatically debited at the beginning of each new Subscription period for the fees and taxes applicable to that Subscription Term, under the same conditions as the previous Subscription Term, unless you cancel your Subscription before your renewal date159. You may cancel your Subscription either via your online account management page or by contacting Oupi Technologies’ customer support team at [email protected] and stating your intention to cancel your Subscription in accordance with the terms of your Subscription Plan160.
6.5. Taxes. You are responsible for paying all taxes assessed in connection with your Subscription161. Unless otherwise specified regarding the terms and conditions for a specific Subscription, all prices quoted are exclusive of taxes and duties or other amounts, however designated, including without limitation value-added and withholding taxes that are levied or based on such fees, or on the Purchase Order162. If a payment for the Service is subject to withholding tax by a government, you will reimburse us for such withholding tax163. We will invoice you for these Taxes if we believe we have a legal obligation to do so164.
6.6. Subscription Fees and Domain Management. The Services include a feature by which Client account administrators can manage Oupi Technologies Workspaces and allow new members to join and use a Workspace165. Account administrators can add new members to the Workspace by sending email invitations or can authorize access by defining an authorized email domain (e.g., @company.com)166. The Client acknowledges that such a domain will allow any user of the specified email domain to register and join the corresponding Workspace, as a User of Oupi Technologies’ Services167. When your account administrator creates, configures, or claims such a Workspace, you acknowledge that you assume all rights and obligations associated with that Workspace, including the obligation to pay Subscription Fees for any additional User associated with that Workspace168.
6.7. Fees and Fee Changes. Oupi Technologies, in its sole discretion and at any time, may modify the Subscription Fees for Subscriptions169. Any change to Subscription Fees will take effect at the end of the then-current Subscription Term170. Oupi Technologies will provide you with reasonable prior notice of any change in Subscription Fees171. Your continued use of the Service after the Subscription Fees change constitutes your agreement to pay the modified Subscription Fees172.
7. Warranties. 173
7.1. Mutual Warranties. Each party represents and warrants to the other that 174: (1) this Agreement has been duly executed and delivered and constitutes a binding agreement enforceable against the executing party in accordance with its terms175; (2) no third-party authorization or approval is required in connection with the executing party’s execution, delivery, or performance of this Agreement 176; and (3) the executing party’s execution, delivery, and performance of this Agreement do not violate the terms of any other agreement to which it is a party or by which it is otherwise bound177.
7.2. Oupi Technologies Warranties. Oupi Technologies warrants that during the applicable Subscription Term178:
(a) the Services will perform substantially in accordance with the Documentation and, if applicable, any service level information that may be communicated by Oupi Technologies subsequently 179; and 180
(b) this Agreement, the DPA, and the Security Measures will accurately reflect the applicable administrative, physical, and technical safeguards that are in place for the protection of the security, confidentiality, and integrity of Customer Data in all material respects181.
The warranties provided in this Section 7.2 will not apply if Customer fails to notify Oupi Technologies in writing within thirty (30) days of discovering such a breach182. If Oupi Technologies breaches the warranty in Section 7.2, as Customer’s sole remedy and Oupi Technologies’ sole liability, Oupi Technologies shall, at its expense, either: (1) modify the Services to enable them to perform substantially in accordance with the Documentation 183; or (2) terminate this Agreement and refund to Customer all Subscription Fees paid for the unprovided Services184.
7.3. Customer Warranties. Customer represents and warrants to Oupi Technologies that 185: (1) Customer has the necessary and appropriate rights and consents to validly authorize and permit Oupi Technologies to use and otherwise process Customer Data in accordance with this Agreement, and such use by Oupi Technologies of Customer Data does not and will not infringe or violate any third-party rights, including any Intellectual Property Rights or privacy rights186; (2) Customer will use the Services in accordance with this Agreement, the Documentation, and applicable law 187; and (3) Customer will use Third-Party Provider Services in accordance with their agreement with the provider of the Third-Party Provider Services, this Agreement, and applicable law188.
7.4. Disclaimer of Warranty. Except for the limited warranties described in this Section 7 (Warranties), Oupi Technologies makes no other express or implied warranties regarding the Services or Documentation, or otherwise, and specifically disclaims all implied and statutory warranties, including the implied warranties of non-infringement of third-party rights (subject to the indemnification provisions set forth herein), merchantability, satisfactory quality, accuracy, title, and fitness for a particular purpose, and all warranties arising from course of dealing, usage, or trade practice, to the fullest extent permitted by applicable laws189.
8. Confidentiality
8.1. Reasonable Precautions. Each party as Recipient shall take reasonable precautions to protect the Discloser’s Confidential Information, shall use the Discloser’s Confidential Information exclusively for the purpose of performing the Agreement, and shall not disclose Confidential Information to a third party unauthorized by the other Party194. Notwithstanding any provision of this Agreement, the Recipient may disclose the Discloser’s Confidential Information, in whole or in part (i) to its employees, officers, directors, consultants, and professional advisors (e.g., attorneys, auditors, financial advisors, accountants, and other professional representatives) on a need-to-know basis and who are legally bound to keep such Confidential Information confidential by confidentiality obligations, or, in the case of professional advisors, are bound by ethical duties, to keep such Confidential Information confidential in accordance with the terms of this Agreement 195; and (ii) as required by law, in which case, to the extent permitted by applicable law, the Recipient shall: (a) notify the Discloser in writing, (b) give the Discloser an opportunity to challenge such disclosure, and (c) make reasonable efforts to minimize such disclosure196.
8.2. Employees and Representatives; Expiration. The Recipient is responsible for the compliance of its employees and representatives with this Section 8 (Confidentiality), as if their actions or inactions were an action or inaction of the Recipient197.
8.3. Term. The confidentiality obligations set forth in this Agreement shall remain in effect for the entire term of this Agreement and for a period of two years following its termination198.
8.4. Limitations. Furthermore, the confidentiality obligations set forth in this Section 8 (Confidentiality) will not apply199:
(i) where the relevant party has given its prior written consent to the disclosure200;
(ii) to Confidential Information that has entered the public domain, other than as a result of a breach of this Section 8 (Confidentiality)201;
(iii) where the relevant party can demonstrate that the information was obtained, free of any restriction as to its use or disclosure, from a third party who was free to disclose it202;
(iv) where the information was independently developed from any information received under this Agreement and by persons who did not have access to, or knowledge of, such information203;
(v) with respect to trade secrets, once such Confidential Information no longer constitutes a trade secret under applicable law204.
9. Open Source Software
We may use open source software or libraries (“ OSS ”) to provide Oupi Technologies Services and to perform our obligations under this Agreement206. To the extent required by the licenses covering the OSS, the terms of those licenses will apply to that OSS in place of this Agreement207. However, we will remain responsible for the provision of the Services and all our obligations208. To the extent that the licenses applicable to the OSS prohibit any restriction with respect to that OSS, that restriction will not apply to that OSS209. To the extent that the licenses applicable to the OSS require us to make an offer to provide source code or related information in connection with the OSS, such offer is hereby made.
10. Security
Oupi Technologies will maintain appropriate organizational and technical safeguards for the protection, confidentiality, and integrity of Customer Data in accordance with the Security Measures.
11. Processing of Personal Data
11.1. Data Processing Addendum (DPA). Unless otherwise specified in an Order Form, this Agreement incorporates the DPA when a data protection law applies to your use of the Services to process Customer Personal Data.
11.2. Oupi Technologies Privacy Policy and DPA. One of the objectives of Oupi Technologies’ Privacy Policy is to provide a simplified explanation of the processing of Personal Data carried out by Oupi Technologies on behalf of the Customer, with the aim of making these processes easily understandable for Users215. Unless otherwise indicated, all processing of Customer Personal Data is governed by the DPA216. In case of conflict between the DPA and the Platform’s Privacy Policy, the DPA will prevail217.
11.3. Transfer of Personal Data to Third-Party Service Providers or External Service Providers. The Oupi Technologies platform makes available Third-Party Provider Services, such as Foundational Model Provider services2. If you decide to enable, access, or use Third-Party Provider Services, you authorize Oupi Technologies to transfer Customer Data, including Customer Personal Data, to the Third-Party Provider of the Third-Party Provider Services in accordance with its functionality and in accordance with the DPA. Furthermore, the Oupi Technologies platform allows the Customer to write their own code or function within Oupi Technologies Applications. These may in turn or generate prompts or instructions that can interact with External Provider Services to retrieve external data or write data to external services. You hereby expressly acknowledge that any use of External Provider Services could result in a transfer of Personal Data to the provider of the External Provider Services and that you are solely responsible for ensuring that such transfer is carried out in accordance with its functionality and in accordance with applicable Data Protection Laws.
11.4. Unstructured Personal Data. Personal Data may be sent to Oupi Technologies by the Customer. By default, if Personal Data is transmitted to Oupi Technologies via a Data Source, an AI assistant, an Oupi Technologies application, or via API, such Personal Data is considered Unstructured Personal Data. The Customer is solely responsible for ensuring that the processing of Unstructured Personal Data, uploaded to Oupi Technologies Services by the Customer or User, complies with the agreed DPA and applicable Data Protection Laws.
12. Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure Event227. Any party prevented from performing its obligations due to a Force Majeure Event shall notify the other of the event and its probable or potential duration as soon as reasonably possible after the commencement of the Force Majeure Event and shall use reasonable efforts to mitigate the effect of the Force Majeure Event on the performance of its obligations. If a Force Majeure Event affects a party for a period of ninety (90) days or more, the other shall have the right to terminate the Order Form (in whole or in part) by written notice at any time after the expiration of such period as long as the Force Majeure Event continues.
13. Unforeseen Circumstances
In accordance with Article 1195 of the French Civil Code, if an unforeseeable change in circumstances at the time of contract formation renders performance excessively onerous for a party who had not accepted the risk of such a change, that party may request the other contracting party to renegotiate the Agreement. Neither party shall be obliged to continue to fulfill its obligations during renegotiation. In case of refusal or failure to reach an agreement within a reasonable time, each party may terminate the Contract, without incurring any costs.
14. Suspension
We may, by written notice, suspend the provision of all or part of the Services if235:
(i) You are in material breach of this Agreement without possibility of cure236;
(ii) You are in material breach of this Agreement with possibility of cure and fail to remedy such material breach within thirty (30) days of receiving written notice thereof237;
(iii) We reasonably believe that Your or a User’s use of the Services could negatively impact the Services, the use of the Services by other customers or their Users, or the network or servers used to provide the Services238;
(iv) We reasonably believe that Your or a User’s use of the Services could negatively impact the services provided by a Third-Party Provider such as a Foundational Model Provider239;
(v) there is a suspicion of unauthorized third-party access to the Services that could be linked to your account or that of one of your Users240;
(vi) We reasonably believe that an immediate suspension is required to comply with applicable law or to protect the integrity of the Services, provided that We will lift such suspension when the circumstances giving rise to the suspension have been resolved241.
At Your request, We will inform You, unless prohibited by applicable law, of the basis for the suspension as soon as reasonably possible.
15. Term and Termination
15.1. Agreement Term. This Agreement will commence on the Effective Date and will continue as long as Customer maintains an active Subscription to the Services or for the Subscription Term as set forth in the Order Form or until this Agreement is otherwise terminated in accordance with the terms herein.
15.2. Termination. This Agreement and any Purchase Order may be terminated by either party upon notice if the other party (i) breaches a material provision of this Agreement and fails to cure the breach within thirty (30) days after being notified thereof, or (ii) ceases to function as a going concern or to conduct operations in the normal course of business, or (iii) has a petition filed by or against it under any bankruptcy or insolvency law that has not been dismissed or annulled within sixty (60) days of filing245. Termination is not an exclusive remedy for breach of this Agreement by either party246. Unless otherwise specified in this Agreement, all other remedies will be available to the non-breaching party, whether or not the non-breaching party terminates this Agreement for breach by the other party.
15.3. Effect of Termination. Termination of this Agreement will automatically terminate all active Purchase Orders, but termination of a single Purchase Order will not terminate this Agreement or any other Purchase Order248. Upon termination of this Agreement, or a Purchase Order, all rights and licenses granted by Oupi Technologies to Client under this Agreement or the applicable Purchase Order will cease249. Termination of this Agreement by either party is without prejudice to any other remedies it may have at law or in equity and does not relieve either Party of liability for breaches occurring prior to the effective date of termination250. Neither Party will be liable to the other for damages resulting solely from the termination of this Agreement in accordance with its terms.
15.4. Client Data Retrieval Period. Upon any termination of this Agreement, Oupi Technologies will make all Client Data available to Client for electronic retrieval for a period of thirty (30) days (“Client Data Retrieval Period”)252. After this period, Oupi Technologies will delete all Client Data and Oupi Technologies will have no obligation to Client to continue storing such Client Data.
15.5. Payment Obligations After Termination. If Client terminates this Agreement for uncured material breach by Oupi Technologies, Oupi Technologies will issue Client a pro-rata refund of Subscription Fees for unprovided Services254. If this Agreement is terminated for any other reason, within fifteen (15) days of such termination, Client will pay Oupi Technologies all remaining Subscription Fees due through the end of the Subscription Term under any terminated Purchase Order.
15.6. Return of Confidential Information. Upon termination of this Agreement, the Parties will return all Confidential Information of the other and all copies thereof or permanently destroy all such Confidential Information, except to the extent either party is required by any law, regulation, or governmental or regulatory body to retain records or materials.
16. Beta Services
16.1. Beta Service Access. This Section describes the additional terms and conditions under which you may access and use certain features, technologies, and services made available to you by Oupi Technologies that are not yet generally available, including, but not limited to, any product, service, or feature designated or labeled as “alpha,” “beta,” “early access,” “Lab,” “preview,” “pilot,” or similar designation (each, a “Beta Service”).
16.2. Beta Terms. You must comply with all terms related to any Beta Service that Oupi Technologies posts on its website or provides to you. Oupi Technologies may add or modify terms, including lowering or raising usage limits, related to the access or use of any Beta Service at any time260. By default, information regarding the service level (such as the availability rate of the Services), which Oupi Technologies may have communicated to the Client, does not apply to Beta Services.
16.3. Beta Termination and Suspension. Oupi Technologies may suspend or terminate your access or use of any Beta Service at any time262. Your access and use of each Beta Service will automatically terminate upon the release of a generally available version of the applicable Beta Service or upon notice of termination by Oupi Technologies.
16.4. Disclaimer of Warranty. WITHOUT LIMITING ANY DISCLAIMER OF WARRANTY IN THE AGREEMENT, BETA SERVICES ARE NOT READY FOR GENERAL COMMERCIAL RELEASE, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, OUPI TECHNOLOGIES PROVIDES THE BETA SERVICES “AS IS”. OUPI TECHNOLOGIES MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING THE BETA SERVICES, INCLUDING ANY WARRANTY THAT THE BETA SERVICES WILL BECOME GENERALLY AVAILABLE265. EXCEPT TO THE EXTENT PROHIBITED BY LAW, OUPI TECHNOLOGIES DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
17. Free Trials
17.1. Free Trials. Oupi Technologies may, in its sole discretion, offer a free trial for a limited period of time (“Free Trial”). If you sign up for a free trial, we will make the Services available to you on a free trial basis until the earlier of: (a) the end of the free trial period269; (b) the start date of any Subscription 270; or (c) termination of the trial by us271.
17.2. Free Trial Terms. Free trials are for evaluation purposes only. Oupi Technologies reserves the right to (a) modify the terms and conditions of any Free Trial offer ; or (b) cancel any Free Trial offer ; or (c) cancel any Free Trial at any time. By default, information regarding the service level (such as the availability rate of the Services), which Oupi Technologies may have communicated to the Client, does not apply to Free Trials.
17.3. End of Free Trials. If you are on a Free Trial, you may cancel at any time up to the last day of your Free Trial by following the cancellation procedures described in the Subscription section of these Terms. If you or Oupi Technologies cancel your Free Trial, you acknowledge and agree that we may delete all your User Content or data associated with the Workspace that was assigned to your Free Trial. If you do not cancel your Free Trial, your Free Trial will convert to a paid Subscription at the end of the trial period, and you hereby authorize us to charge your payment method for continued use of the paid Service under that Subscription. Thereafter, your Subscription may be canceled in accordance with Section 6 (Subscription) of these Terms.
18. Indemnification
18.1. Indemnification by Oupi Technologies. Oupi Technologies will: (i) defend Client against any third-party claim, excluding claims related to Third-Party Provider Services and/or External Provider Services, alleging that the Services infringe the patent, copyright, or trade secret of that party enforceable in the country where Client purchased the Service from Oupi Technologies (“Claim”) ; and (ii) indemnify Client by paying: (a) the resulting costs and damages finally awarded against Client by a court of competent jurisdiction to the extent these are the result of the third-party Claim ; or (b) the amounts set forth in a written settlement negotiated and approved by Oupi Technologies.
Furthermore, if a Service becomes, or in Oupi Technologies’ opinion is likely to become, the subject of a Claim, Oupi Technologies may, at its expense and discretion : (1) obtain a right for Client to continue using the affected Service; (2) modify the affected Service to make them non-infringing; (3) replace the Service with non-infringing substitutes; (4) provide a reasonable depreciated or pro-rata refund for the affected Service ; or (5) discontinue the Services and refund the portion of prepaid Service fees that corresponds to the period of Service discontinuation. Unless otherwise provided by law, this clause sets forth Client’s exclusive remedies for any third-party intellectual property claim relating to the Services, and nothing in this Agreement or elsewhere will obligate Oupi Technologies to provide greater indemnification.
Limitations. Oupi Technologies will have no obligation under the above clause:
(i) if Client uses the Services outside the scope of Client’s Subscription Plan, is in material breach of this Agreement, or in violation of applicable law;
(ii) for any Claim resulting from or arising out of:
(a) any combination, operation, or use of a Service with any other product, service, item, or technology, including Third-Party Provider Services or External Provider Services not recommended or provided by Oupi Technologies;
(b) use for a purpose or in a manner for which the Service was not designed, or use after Oupi Technologies has notified Client to cease such use due to a possible or ongoing Claim;
(c) any modification of the Services made by anyone other than Oupi Technologies or its authorized representatives;
(d) any modification of the Service made by Oupi Technologies in accordance with instructions, designs, specifications, or any other information provided to Oupi Technologies by or on behalf of Client;
(e) use of any previous version of a Service when a newer upgrade or iteration of the Service made available by Oupi Technologies would have avoided infringement;
(f) services provided by Client (including Claims seeking damages based on any revenue or value Client derives from Client’s services);
(g) any data or information that Client or a third party records or uses in connection with the Services.
18.2. Indemnification by Client. Client will defend and indemnify Oupi Technologies against all losses, liabilities, damages, demands, suits, causes of action, judgments, costs, or expenses (including reasonable legal fees and attorney’s fees) arising out of or related to302:
(1) Client’s use of the Service in a manner that infringes the Intellectual Property Rights of a third party (excluding any claim for infringement for which Oupi Technologies is responsible under Section 18.1);
(2) Client’s violation of law or privacy rights attributable to Client Data;
(3) Oupi Technologies’ processing of Client Data, except to the extent Oupi Technologies’ processing is in violation of this Agreement;
(4) any claim relating to Client Data that implicates Client’s liability.
18.3. Indemnification Procedure. The obligations of each party under this Section will be valid only if the party seeking indemnification : (a) gives notice to the Indemnifying Party of any claim promptly upon becoming aware of it; (b) gives the Indemnifying Party exclusive control over the defense and settlement of any claim and at no time admits liability or settles or attempts to settle or compromise said claim or action, except upon express instructions from the Indemnifying Party ; and (c) provides the Indemnifying Party with such assistance as it may reasonably require in connection with the conduct of said defense.
18.4. Settlement. Neither Party may settle a claim that results in liability or admission of liability by the Indemnified Party without the written consent of the Indemnified Party.
19. Limitations of Liability
19.1. Liability. For all claims by either party against the other for damages under or in connection with this Agreement, regardless of the legal basis (including tort), the following will apply:
Unlimited Liability. Nothing herein will exclude or limit liability for : (i) death or personal injury resulting from negligence; (ii) fraud or fraudulent misrepresentation ; or (iii) misappropriation or infringement of the intellectual property rights of Oupi Technologies or its Affiliates; (iv) the timely performance of payment obligations ; or (v) any other liability that cannot be excluded by mandatory laws.
Limitations. Neither party will be liable for : (i) loss of profit, revenue, or income; (ii) loss of use of systems or networks; (iii) loss of goodwill or reputation; (iv) loss, corruption, or damage to data, software, or media; (v) data or program recovery or reinstallation ; or (vi) special, indirect, or consequential losses or damages.
Prevention and Mitigation. Client agrees (i) to have technical measures and processes in place to prevent and mitigate damages in accordance with Client’s business and data protection requirements; (ii) to perform or otherwise have access to regular backups of Client data328; (iii) to monitor the availability and performance of its systems during the performance of the Services; (iii) to respond promptly to messages and alerts received by Oupi Technologies ; and (iv) to promptly report any identified issues to Oupi Technologies. In the event of data loss, Oupi Technologies will be responsible for the effort to recover available and recoverable data that would have been accumulated if Client had properly backed up or mirrored its data.
19.2. Limitation of Damages. EXCEPT FOR PAYABLE FEES, LIMITATIONS, AND DIRECT DAMAGES RESULTING FROM A WILLFUL BREACH OF CONFIDENTIALITY, INTELLECTUAL PROPERTY, OR PERSONAL DATA PROTECTION OBLIGATIONS UNDER THIS AGREEMENT, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED 100% OF THE SUBSCRIPTION FEES PAID AND/OR PAYABLE BY THE CLIENT TO OUPI TECHNOLOGIES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM. MULTIPLE CLAIMS WILL NOT INCREASE THIS LIMIT. THIS LIMITATION APPLIES ONLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
19.3. Basis of the Bargain. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICES OFFERED BY OUPI TECHNOLOGIES TO THE CLIENT AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEPARABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT.
20. General Provisions
20.1. Waiver. The waiver by either party of a breach or default of any of the provisions of this Agreement by the other party shall not be construed as a waiver of any subsequent breach of the same or other provisions, nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power, or privilege it has or may have hereunder operate as a waiver of any breach or default by the other party.
20.2. Notices. All notices must be in writing and in English and will be deemed given only when sent by mail (with return receipt), hand-delivered, or sent by documented overnight delivery service to the party to whom the notice is addressed. Notice to the Client will be provided to the mailing address or email address You provide when completing your Order Form or registering your Oupi Technologies account, and notice to Oupi Technologies will be sent to Oupi Technologies’ corporate headquarters mailing address, Attention: Legal Team (or to any other address of which the other party has been notified). Notwithstanding the foregoing, notices of updates to license terms, Personal Terms of Use, the Privacy Policy or other terms of any Oupi Technologies product or service accessed may be delivered by Oupi Technologies by posting such updates on its website or via in-product message.
20.3. Severability. If any provision of this Agreement is held by a court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement, and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.
20.4. Assignment. The Client may not assign this Agreement without the prior written consent of Oupi Technologies, and any attempt to do so is void. Notwithstanding the foregoing, either party may assign this Agreement to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or the sale of all or substantially all of its assets to which this Agreement relates; provided that, in the case of the Client, the Client shall be required to obtain Oupi Technologies’ prior written consent and complete Oupi Technologies’ assignment process. This Agreement shall be binding upon and inure to the benefit of the parties’ authorized successors and assigns.
20.5. Headings. The headings of the paragraphs or sections of this Agreement are for convenience and identification purposes only and shall not be construed as part of this Agreement.
20.6. Governing Law; Jurisdiction. This Agreement and any dispute or claim (whether contractual or non-contractual) arising out of or in connection with it, its subject matter, or its formation, shall be governed by and construed in accordance with the laws of France without regard to its conflict of laws provisions. The sole jurisdiction for all disputes relating to this Agreement shall be Paris, France.
20.7. Attorneys’ Fees. If any legal action or other proceeding is brought to enforce the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and other costs incurred in the action or proceeding, in addition to any other relief to which the prevailing party may be entitled.
20.8. Independent Contractors. The parties agree that each is an independent contractor and that neither party has the right or authority to assume or create any obligation or responsibility on behalf of the other party.
20.9. Amendments. We may amend this Agreement, including all Supplemental Terms, from time to time, in which case the new Agreement will supersede prior versions354. Your continued use of the Services after the effective date of any such amendment may be deemed by Oupi Technologies as your consent to any such amendment.
20.10. Survival. In accordance with Article 1230 of the French Civil Code, which shall apply, all provisions of the terms that are intended to survive, including, without limitation, provisions relating to ownership, warranty disclaimers, indemnification, and limitations of liability, as well as Sections A, B, C, 1.8, 1.10, 2, 6, 8, and all accrued payment rights, shall survive the termination or expiration of this Agreement.
20.11. Electronic Signature. The Agreement may be signed by the duly authorized representatives of the Parties by electronic signature357. The parties acknowledge the reliability of this process, which gives it the same legal value as a handwritten signature within the meaning of the law.
20.12. Entire Agreement. THIS AGREEMENT, INCLUDING ALL ATTACHMENTS, ORDER FORMS, ADDENDA, SCHEDULES, AND AGREED EXHIBITS, CONSTITUTES THE COMPLETE AND EXCLUSIVE UNDERSTANDING OF THE PARTIES, AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS SALES PROPOSALS, NEGOTIATIONS, AND AGREEMENTS, AND ALL OTHER REPRESENTATIONS OR COMMUNICATIONS, WHETHER ORAL OR WRITTEN, CONCERNING THE SUBJECT MATTER HEREOF359. THIS AGREEMENT SHALL APPLY IN LIEU OF ALL TERMS AND CONDITIONS IN ANY REGISTRATION FORM OR CLIENT REGISTRATION PORTAL, CLIENT ORDER FORM, OR OTHER ORDERING DOCUMENT YOU PROVIDE, AND ALL SUCH TERMS ARE EXPRESSLY REJECTED AND SHALL NOT BE DEEMED AN AMENDMENT TO THIS AGREEMENT.