Terms of Use

Important Notice

These Terms of Use ("Terms") constitute a legally binding agreement between you and COMPASSUP SAS ("Company," "we," "us," or "our") governing your access to and use of the Accessible document transformation and remediation platform (the "Service").

1. Definitions and Interpretation

1.1 Definitions

For purposes of these Terms, the following definitions apply:

• "Account" means the registered user account required to access and use the Service.
• "Compliance Standards" means accessibility standards, regulations, and guidelines including but not limited to WCAG 2.1, Section 508, ADA Title II and III, EN 301 549, and other applicable accessibility requirements.
• "Content" or "Your Content" means any documents, files, data, text, images, or other materials that you upload, submit, import, or process using the Service.
• "Output Documents" means the transformed, remediated, or processed documents generated by the Service from Your Content.
• "Personal Data" has the meaning ascribed to it under applicable data protection laws, including the GDPR and CCPA.
• "Processing" means any operation performed on Your Content, including analysis, transformation, remediation, format conversion, optical character recognition (OCR), metadata extraction, and compliance assessment.
• "Service" means the Accessible cloud-based document transformation and remediation platform, including all software, applications, websites, APIs (if applicable), and related services provided by COMPASSUP SAS.

1.2 Interpretation

Headings are for convenience only and do not affect interpretation. Unless the context requires otherwise, words in the singular include the plural and vice versa, and references to any gender include all genders.

2. Your Agreement with COMPASSUP SAS

2.1 Contracting Entity and Governing Law

The contracting entity and governing law depend on your location:

(A) For Users in the European Union:

(B) For Users in Other Jurisdictions (Including USA):

2.2 Entire Agreement

These Terms, together with our Privacy Policy (available at ada-uni.com/privacy), constitute the entire agreement between you and COMPASSUP SAS concerning the Service and supersede all prior agreements, understandings, and communications regarding the subject matter hereof.

2.3 Modifications to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by:

• Posting a notice on our website at least thirty (30) days before the effective date of the changes;
• Sending an email notification to the address associated with your Account; or
• Presenting a notification within the Service requiring your acknowledgment.

Your continued use of the Service after the effective date of modified Terms constitutes your acceptance of such changes. If you do not agree to the modified Terms, you must discontinue use of the Service and may request termination of your Account as set forth in Section 13.

2.4 Language

These Terms are provided in English. While translations may be provided for convenience, the English version shall govern in the event of any conflict or inconsistency.

3. Eligibility and Account Registration

3.1 Age Requirement

You must be at least eighteen (18) years of age to create an Account and use the Service. By creating an Account, you represent and warrant that you meet this age requirement.

3.2 Account Registration

To access the Service, you must create an Account by providing accurate, current, and complete information, including:

• Full legal name
• Valid email address
• Secure password
• Institutional affiliation (if applicable)
• Billing information

You agree to maintain and promptly update your Account information to ensure it remains accurate and complete.

3.3 Account Security

You are solely responsible for:

• Maintaining the confidentiality of your Account credentials (username and password);
• All activities that occur under your Account, whether or not authorized by you;
• Implementing commercially reasonable security measures to protect your Account;
• Using a strong, unique password and updating it regularly;
• Not sharing your Account credentials with any third party; and
• Immediately notifying us of any unauthorized access to or use of your Account, or any other breach of security.

No Account Sharing: Each Account is personal to the individual user. You may not allow multiple individuals to use a single Account, share Account credentials, or transfer your Account to another person without our prior written consent.

We will not be liable for any loss or damage arising from your failure to comply with this Section 3.3.

3.4 Account Verification

We reserve the right to verify your identity and eligibility to use the Service. You agree to provide any additional documentation or information we reasonably request for verification purposes.

3.5 Institutional or Departmental Accounts

If you are registering on behalf of an educational institution, university, or department (such as an ADA compliance office):

• You represent and warrant that you have the authority to bind such entity to these Terms;
• References to "you" in these Terms shall apply to both you individually and the entity you represent; and
• The entity shall be responsible for all uses of the Service under the Account.

4. License Grant and Restrictions

4.1 License Grant

Subject to your compliance with these Terms and payment of applicable fees, COMPASSUP SAS grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your personal, educational, or institutional purposes in accordance with these Terms.

4.2 License Restrictions

You shall not, and shall not permit any third party to:

• (A) Copy, modify, adapt, translate, create derivative works from, or reverse engineer any portion of the Service;
• (B) Rent, lease, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service to any third party;
• (C) Remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) appearing on or in the Service;
• (D) Use the Service to develop, train, or improve any competing product or service;
• (E) Attempt to gain unauthorized access to the Service, related systems, networks, or data;
• (F) Use any robot, spider, scraper, or other automated means to access the Service, except with our prior written permission;
• (G) Circumvent, disable, or interfere with security-related features or features that prevent or restrict use or copying of any content;
• (H) Use the Service for bulk processing, automated access, or high-volume commercial processing without a specific enterprise agreement;
• (I) Frame, mirror, or otherwise incorporate any portion of the Service into any other website, application, or service without our prior written consent; or
• (J) Interfere with or disrupt the integrity or performance of the Service or the data contained therein.

4.3 Intellectual Property Ownership

The Service, including all software, algorithms, artificial intelligence models, user interfaces, designs, graphics, text, and other content provided by COMPASSUP SAS (collectively, "Company Materials"), and all intellectual property rights therein, are and shall remain the exclusive property of COMPASSUP SAS and its licensors.

Nothing in these Terms grants you any ownership rights in the Company Materials. All rights not expressly granted herein are reserved by COMPASSUP SAS.

4.4 Feedback

If you provide us with any suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Service ("Feedback"), you hereby grant COMPASSUP SAS a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use, reproduce, modify, distribute, and commercialize such Feedback without any obligation to compensate you or provide attribution.

5. Your Content and Intellectual Property Rights

5.1 Ownership of Your Content

You retain all intellectual property rights in and to Your Content. COMPASSUP SAS does not claim any ownership rights in Your Content.

5.2 License to Process Your Content

By uploading or submitting Content to the Service, you grant COMPASSUP SAS a limited, non-exclusive, worldwide, royalty-free license to use, reproduce, store, modify, process, and create derivative works from Your Content solely to the extent necessary to:

(A) Provide the Service to you, including:

• Analyzing Your Content for compliance with Compliance Standards;
• Transforming and remediating Your Content to meet Compliance Standards;
• Performing format conversions, OCR, metadata extraction, and document merging;
• Generating Output Documents;
• Storing Your Content and Output Documents on our servers and third-party infrastructure (AWS, Vercel);
• Creating backup copies to prevent data loss;

(B) Improve and develop the Service, including:

• Training, testing, and improving our artificial intelligence and machine learning models;
• Analyzing usage patterns and document characteristics to enhance Service functionality;
• Developing new features and capabilities;

(C) Comply with applicable laws and regulations; and

(D) Enforce these Terms.

5.3 Sublicensing to Service Providers

We may sublicense the rights granted under Section 5.2 to our trusted third-party service providers (including cloud infrastructure providers such as AWS) solely to the extent necessary for them to provide services to us. Such service providers are bound by confidentiality and data protection obligations.

5.4 Representations and Warranties Regarding Your Content

You represent and warrant that:

(A) You own or have obtained all necessary rights, licenses, consents, and permissions to upload, submit, and process Your Content through the Service;

(B) Your Content, and our use thereof as contemplated by these Terms, does not and will not:

• Infringe, misappropriate, or violate any third party's intellectual property rights, privacy rights, publicity rights, or other proprietary rights;
• Violate any applicable law, regulation, or contractual obligation;
• Contain any confidential, proprietary, or trade secret information belonging to any third party, unless you have authorization to disclose and process such information;

(C) Your Content does not and will not contain:

• Any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, pornographic, or otherwise objectionable material;
• Any material that sexualizes, exploits, or harms minors;
• Child sexual abuse material (CSAM) or any illegal content;
• Malware, viruses, Trojan horses, or other malicious code;

(D) If Your Content contains Personal Data, you have obtained all necessary consents and have a lawful basis under applicable data protection laws (including GDPR and CCPA) to process such Personal Data and to permit us to process it as described in these Terms and our Privacy Policy.

5.5 Prohibited Content

You shall not upload, submit, or process through the Service:

• (A) Documents that you do not own or have authorization to process;
• (B) Documents containing sensitive, confidential, or proprietary information belonging to third parties without proper authorization;
• (C) Classified or government-controlled information subject to export control or national security restrictions;
• (D) Content that violates any applicable law or regulation;
• (E) Content that infringes third-party intellectual property rights; or
• (F) Content described in Section 5.4(C) above.

5.6 Content Review and Removal

We reserve the right, but have no obligation, to:

• (A) Monitor, review, or screen Content uploaded to the Service for compliance with these Terms and applicable law;
• (B) Remove, delete, or refuse to process any Content that we believe, in our sole discretion, violates these Terms, infringes third-party rights, or is otherwise objectionable;
• (C) Report to law enforcement authorities any Content or activities that we believe, in good faith, constitute illegal conduct;
• (D) Cooperate with law enforcement investigations and comply with legal obligations, including court orders and subpoenas.

We employ automated scanning and, in limited circumstances, human review to detect illegal or abusive Content, including CSAM. You consent to such scanning and review by using the Service.

5.7 Ownership of Output Documents

You retain all intellectual property rights in Output Documents generated by the Service. Output Documents are considered Your Content for purposes of these Terms.

5.8 No Responsibility for Your Content

We are not responsible for:

• The accuracy, quality, integrity, legality, reliability, or appropriateness of Your Content;
• Any loss, corruption, or damage to Your Content (subject to Section 6.4);
• The compliance of Your Content with applicable laws or Compliance Standards; or
• Any consequences arising from your use or distribution of Output Documents.

6. Document Processing and AI/ML Technology

6.1 Cloud-Based Processing

The Service operates entirely in the cloud. All Content Processing occurs on servers located in the European Union and/or the United States, operated by us or our third-party service providers (primarily AWS).

You acknowledge and agree that:

• Your Content will be transmitted to and stored on servers in these jurisdictions;
• We do not offer local, on-device processing;
• International data transfers will occur as described in our Privacy Policy.

6.2 Artificial Intelligence and Machine Learning

The Service utilizes proprietary artificial intelligence (AI) and machine learning (ML) technologies to:

• Read and analyze documents;
• Identify accessibility and compliance issues;
• Transform and remediate documents to meet Compliance Standards;
• Perform OCR, format conversion, and metadata extraction; and
• Continuously improve Service accuracy and capabilities.

6.3 Use of Your Content for AI Training

What This Means:

• Documents you upload may be analyzed to improve our algorithms' ability to detect and remediate accessibility issues;
• Patterns, structures, and characteristics of Your Content may be incorporated into our training datasets;
• This training is performed in a manner designed to protect confidentiality, as described in Section 7.

What We Do NOT Do:

• We do not publish, distribute, or sell Your Content to third parties;
• We do not use Your Content to market or promote our Service without your separate consent;
• We implement reasonable measures to anonymize and aggregate training data where feasible.

If you do not consent to the use of Your Content for AI training, you may not use the Service.

6.4 No Guarantees of Accuracy

AI and ML technologies are inherently probabilistic and may produce unexpected or inaccurate results. You acknowledge and agree that:

• (A) Output Documents are provided "as-is" and must be reviewed, verified, and tested by you before use or distribution;
• (B) The Service is a tool to assist with document remediation, not a substitute for professional expertise or manual review;
• (C) We are not responsible for any consequences arising from reliance on Output Documents without independent verification;
• (D) Compliance with accessibility standards is ultimately your responsibility.

6.5 Data Loss and Backup Responsibility

While we implement commercially reasonable backup and redundancy measures to protect against data loss, you are solely responsible for maintaining independent backups of Your Content.

We are not liable for any loss, corruption, or destruction of Your Content, except as expressly set forth in Section 11 (Limitation of Liability).

6.6 Service Availability and Performance

We strive to provide reliable Service availability, but we do not guarantee:

• Uninterrupted, timely, secure, or error-free access to the Service;
• That the Service will meet your specific requirements or expectations;
• That defects or errors will be corrected; or
• That the Service or servers are free from viruses or other harmful components.

7. Data Privacy and Security

7.1 Privacy Policy

Our collection, use, storage, and disclosure of Personal Data is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to the practices described in the Privacy Policy.

7.2 Data Protection Compliance

We are committed to complying with applicable data protection laws, including:

• The European Union General Data Protection Regulation (GDPR) (Regulation EU 2016/679);
• The California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA);
• Other applicable national, state, and international data protection laws.

7.3 Processing of Personal Data

If Your Content contains Personal Data:

• (A) Your Role: You act as the data controller (or "business" under CCPA) with respect to such Personal Data.
• (B) Our Role: We act as a data processor (or "service provider" under CCPA), processing Personal Data solely on your behalf and in accordance with your documented instructions (as embodied in these Terms).
• (C) Your Obligations: You represent and warrant that:
  • You have a lawful basis under GDPR (e.g., consent, contract, legitimate interest, legal obligation) or CCPA to process the Personal Data and to disclose it to us;
  • You have provided all required notices to data subjects;
  • You have obtained all necessary consents from data subjects, where required;
  • Your use of the Service complies with all applicable data protection laws.

7.4 Prohibited Personal Data

You shall not upload or process through the Service:

(A) Sensitive Personal Data, including:

• Racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership;
• Genetic data, biometric data for uniquely identifying a natural person;
• Health data or data concerning a person's sex life or sexual orientation;
• Financial information (e.g., credit card numbers, bank account details);
• Government-issued identification numbers (e.g., Social Security numbers, passport numbers);
• Information about minors protected under child data protection laws, including COPPA (Children's Online Privacy Protection Act);

(B) Personal Data without a lawful basis for processing under applicable law.

7.5 Data Transfers

Your Content and Personal Data may be transferred to, stored, and processed in countries outside your country of residence, including the European Union and the United States. These countries may have data protection laws that differ from those in your jurisdiction.

We implement appropriate safeguards to protect Your Data during international transfers, including:

• Standard Contractual Clauses (SCCs) approved by the European Commission;
• Adequacy decisions where applicable;
• Other legally recognized transfer mechanisms.

For more information, see our Privacy Policy.

7.6 Data Retention

• (A) Active Accounts: We retain Your Content for as long as your Account is active and as necessary to provide the Service to you.
• (B) After Account Termination:
  • We will retain Your Content for thirty (30) days following Account termination to allow you to retrieve your data;
  • After this period, Your Content will be permanently deleted, except as required by law or as set forth below;
  • We may retain certain user contact information (name, email, billing information) for legitimate business purposes, including compliance with legal obligations, dispute resolution, and enforcement of these Terms;
  • Backup copies of Your Content may be retained for an additional period as part of our routine backup procedures, but will not be accessible to you.
• (C) Data Used for AI Training: Data incorporated into our AI/ML models in aggregated, anonymized, or derivative form may be retained indefinitely to preserve model integrity and performance.

7.7 Security Measures

We implement commercially reasonable technical and organizational security measures to protect Your Content and Personal Data against unauthorized access, disclosure, alteration, and destruction, including:

• Encryption of data in transit (TLS/SSL) and at rest (AES-256 or equivalent);
• Access controls and authentication mechanisms;
• Regular security assessments and audits;
• Employee training on data protection and confidentiality;
• Contractual safeguards with third-party service providers.

However, no method of transmission or storage is 100% secure. We cannot guarantee absolute security, and you use the Service at your own risk.

7.8 Data Breach Notification

In the event of a data breach affecting Your Content or Personal Data, we will notify you and, where required, applicable data protection authorities, in accordance with applicable law and within the timeframes prescribed by such law.

7.9 Your Data Rights

Depending on your jurisdiction, you may have certain rights regarding Your Content and Personal Data, including rights to:

• Access, correct, update, or delete your Personal Data;
• Object to or restrict certain processing activities;
• Data portability;
• Withdraw consent (where processing is based on consent);
• Lodge a complaint with a supervisory authority.

For more information on exercising these rights, see our Privacy Policy or contact us at briac@compassup.fr.

8. Fees, Payment, and Refunds

8.1 Pricing and Payment

The Service is offered on a paid, one-time payment basis. Pricing tiers and payment options are displayed on our website at ada-uni.com/pricing and during the purchase process.

8.2 One-Time Payment Model

By purchasing access to the Service, you agree to pay the applicable one-time fee for the pricing tier you select. Payment is due at the time of purchase.

8.3 Payment Methods

We accept payment via credit card, debit card, and other payment methods as indicated on our website. You authorize us (or our third-party payment processor) to charge your designated payment method for all fees incurred.

8.4 Taxes

All fees are exclusive of applicable taxes, duties, levies, tariffs, and governmental charges (collectively, "Taxes"). You are responsible for paying all Taxes associated with your purchase, except for taxes based on our net income.

If we are required to collect Taxes, such amounts will be added to your invoice and charged to your payment method.

8.5 Third-Party Payment Processors

We use third-party payment processors (e.g., Stripe) to process payments. Your payment information is subject to the privacy policy and terms of service of such payment processors. We do not store complete credit card information on our servers.

8.6 Refund Policy

(A) General Rule: All sales are final. Fees paid for the Service are non-refundable, except as expressly set forth in this Section 8.6 or as required by applicable law.

(B) Exceptions:

• If we terminate your Account without cause as set forth in Section 13.2(F), we may, in our sole discretion, provide a pro rata refund for any unused portion of your access period;
• If required by applicable consumer protection laws in your jurisdiction.

(C) No Refunds For:

• Violation of these Terms resulting in Account termination;
• Your dissatisfaction with Output Documents or Service performance;
• Your failure to use the Service.

8.7 No Free Tier

We do not currently offer a free tier or free trial. Access to the Service requires payment of applicable fees.

8.8 Beta Testing and Promotional Access

From time to time, we may offer beta testing programs or promotional access to the Service at no charge or at reduced rates. Such programs are subject to additional terms and conditions, which will be provided to you separately. Beta versions are provided "as-is" with no warranties, and we reserve the right to modify or discontinue beta programs at any time without notice.

9. Prohibited Uses and Acceptable Use Policy

9.1 General Obligation

You agree to use the Service in a lawful, ethical, and responsible manner, and not to misuse the Service in any way.

9.2 Prohibited Conduct

You shall not:

• (A) Use the Service without, or in violation of, a valid license or payment;
• (B) Use the Service to process documents that you do not own or have authorization to process;
• (C) Upload, transmit, or process Content that:
  • Is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, or otherwise objectionable;
  • Sexualizes, exploits, or harms minors or facilitates inappropriate interactions with minors;
  • Constitutes child sexual abuse material (CSAM) or other illegal content;
  • Infringes any intellectual property rights or other proprietary rights of any party;
  • Contains malware, viruses, worms, Trojan horses, or other harmful code;
  • Violates any applicable law, regulation, or contractual obligation;
• (D) Impersonate any person or entity, or falsely state or misrepresent your affiliation with any person or entity;
• (E) Interfere with, disrupt, or impose an unreasonable burden on the Service, servers, or networks connected to the Service;
• (F) Attempt to gain unauthorized access to the Service, other users' Accounts, or computer systems or networks connected to the Service;
• (G) Use any automated means (robots, spiders, scrapers, scripts) to access the Service, except as expressly permitted in writing by us;
• (H) Engage in bulk processing, high-volume commercial processing, or automated access without a specific enterprise agreement;
• (I) Circumvent, disable, or interfere with security features or access controls of the Service;
• (J) Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service or any underlying AI/ML models or algorithms;
• (K) Use the Service to develop, train, or improve any competing product or service, or to create datasets for machine learning or AI training by third parties;
• (L) Resell, sublicense, rent, lease, or otherwise commercialize access to the Service without our prior written consent;
• (M) Remove, obscure, or alter any proprietary rights notices on or in the Service;
• (N) Use the Service to send spam, unsolicited communications, phishing attempts, or other forms of harassment;
• (O) Engage in fraudulent activities, including payment fraud, refund fraud, or providing false information;
• (P) Create multiple Accounts to circumvent restrictions or violations of these Terms;
• (Q) Encourage, facilitate, or assist any third party in engaging in any of the prohibited activities set forth in this Section 9.2; or
• (R) Violate any applicable law or regulation, including but not limited to data protection laws, intellectual property laws, export control laws, and anti-discrimination laws.

9.3 Consequences of Prohibited Use

Violation of this Section 9 may result in:

• Immediate suspension or termination of your Account;
• Removal of Your Content;
• Legal action, including referral to law enforcement authorities;
• Liability for damages and costs, including attorneys' fees; and
• Permanent ban from using the Service.

9.4 Monitoring and Enforcement

We reserve the right, but have no obligation, to:

• Monitor use of the Service for compliance with these Terms;
• Investigate suspected violations;
• Take any action we deem necessary or appropriate, including but not limited to reporting suspected illegal activity to law enforcement and cooperating with law enforcement investigations.

10. Disclaimers of Warranties

10.1 No Warranties

COMPASSUP SAS, ITS AFFILIATES, AND ITS THIRD-PARTY SERVICE PROVIDERS (COLLECTIVELY, "COVERED PARTIES") EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• (A) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ACCURACY;
• (B) WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE;
• (C) WARRANTIES THAT THE SERVICE WILL:
  • Meet your specific requirements or expectations;
  • Be uninterrupted, timely, secure, or error-free;
  • Provide results that are accurate, complete, reliable, or current;
  • Be free from bugs, defects, viruses, or other harmful components;
• (D) WARRANTIES REGARDING THE QUALITY, ACCURACY, COMPLETENESS, RELIABILITY, OR COMPLIANCE OF OUTPUT DOCUMENTS;
• (E) WARRANTIES THAT DEFECTS OR ERRORS WILL BE CORRECTED.

10.2 AI/ML Limitations

YOU ACKNOWLEDGE AND AGREE THAT:

• (A) ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TECHNOLOGIES ARE INHERENTLY PROBABILISTIC AND MAY PRODUCE UNPREDICTABLE, INACCURATE, INCOMPLETE, OR INAPPROPRIATE RESULTS;
• (B) OUTPUT DOCUMENTS MAY CONTAIN ERRORS, INACCURACIES, OR COMPLIANCE GAPS;
• (C) THE SERVICE IS A TOOL TO ASSIST WITH DOCUMENT REMEDIATION, NOT A SUBSTITUTE FOR PROFESSIONAL EXPERTISE, MANUAL REVIEW, OR INDEPENDENT VERIFICATION;
• (D) YOU ARE SOLELY RESPONSIBLE FOR REVIEWING, VERIFYING, TESTING, AND VALIDATING OUTPUT DOCUMENTS BEFORE USING OR DISTRIBUTING THEM.

10.3 Third-Party Content and Services

THE COVERED PARTIES ARE NOT RESPONSIBLE FOR:

• (A) YOUR CONTENT, INCLUDING ITS ACCURACY, LEGALITY, QUALITY, OR COMPLIANCE WITH APPLICABLE LAW OR COMPLIANCE STANDARDS;
• (B) ANY THIRD-PARTY CONTENT, SERVICES, WEBSITES, OR PRODUCTS ACCESSED THROUGH OR IN CONNECTION WITH THE SERVICE;
• (C) THE CONDUCT OF ANY THIRD PARTY.

10.4 Data Loss

WHILE WE IMPLEMENT REASONABLE BACKUP AND REDUNDANCY MEASURES, WE DO NOT WARRANT THAT YOUR CONTENT WILL NOT BE LOST, CORRUPTED, OR DAMAGED. YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING INDEPENDENT BACKUPS OF YOUR CONTENT.

10.5 Security

WHILE WE IMPLEMENT COMMERCIALLY REASONABLE SECURITY MEASURES, WE DO NOT WARRANT THAT THE SERVICE OR YOUR CONTENT WILL BE SECURE OR FREE FROM UNAUTHORIZED ACCESS. YOU USE THE SERVICE AT YOUR OWN RISK.

10.6 Jurisdictional Variations

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS.

11. Limitation of Liability

11.1 Exclusion of Damages

IN NO EVENT SHALL THE COVERED PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR:

• (A) LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS;
• (B) LOSS OF DATA OR CORRUPTION OF DATA;
• (C) LOSS OF USE OF THE SERVICE OR ANY RELATED SERVICES;
• (D) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;
• (E) BUSINESS INTERRUPTION OR WORK STOPPAGE;
• (F) REPUTATIONAL HARM OR DAMAGE;
• (G) PERSONAL INJURY OR EMOTIONAL DISTRESS;
• (H) FAILURE OF OUTPUT DOCUMENTS TO COMPLY WITH COMPLIANCE STANDARDS;
• (I) RELIANCE ON OUTPUT DOCUMENTS WITHOUT INDEPENDENT VERIFICATION;
• (J) ERRORS, INACCURACIES, OR DEFECTS IN OUTPUT DOCUMENTS;
• (K) UNAUTHORIZED ACCESS TO OR DISCLOSURE OF YOUR CONTENT OR PERSONAL DATA;
• (L) CONDUCT OF THIRD PARTIES, INCLUDING SERVICE PROVIDERS;
• (M) ANY OTHER INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES,

REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF THE COVERED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE COVERED PARTIES ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, SHALL NOT EXCEED THE GREATER OF:

• (A) TWO HUNDRED FIFTY THOUSAND EUROS (€250,000); OR
• (B) THE TOTAL AMOUNT OF FEES YOU PAID TO COMPASSUP SAS FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11.3 Exceptions

NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE LIABILITY FOR:

• (A) DEATH OR PERSONAL INJURY CAUSED BY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF COMPASSUP SAS;
• (B) FRAUD OR FRAUDULENT MISREPRESENTATION;
• (C) INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE BY COMPASSUP SAS OR ITS EMPLOYEES;
• (D) ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.

11.4 Basis of the Bargain

YOU ACKNOWLEDGE AND AGREE THAT:

• (A) THE DISCLAIMERS AND LIMITATIONS SET FORTH IN SECTIONS 10 AND 11 REFLECT A REASONABLE ALLOCATION OF RISK BETWEEN YOU AND COMPASSUP SAS;
• (B) THE FEES CHARGED FOR THE SERVICE ARE BASED ON THESE LIMITATIONS;
• (C) THESE LIMITATIONS WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

11.5 Jurisdictional Variations

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS.

12. Indemnification

12.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless COMPASSUP SAS, its affiliates, subsidiaries, officers, directors, employees, agents, licensors, and service providers (collectively, "Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to:

(A) Your Content, including but not limited to:

• Any claim that Your Content infringes or misappropriates any third-party intellectual property rights;
• Any claim that Your Content violates any third-party rights (privacy, publicity, confidentiality, etc.);
• Processing of Personal Data or Sensitive Personal Data contained in Your Content;
• Inaccuracies or falsity in Your Content;

(B) Your use or misuse of the Service, including:

• Violation of these Terms;
• Violation of applicable laws or regulations;
• Unauthorized or unlawful use of the Service;

(C) Your Output Documents, including:

• Distribution or use of Output Documents;
• Reliance on Output Documents without independent verification;
• Failure of Output Documents to comply with Compliance Standards or other requirements;
• Any harm caused by Output Documents;

(D) Your interactions with other users or third parties in connection with the Service;

(E) Breach of any representation, warranty, or obligation set forth in these Terms;

(F) Your negligence, willful misconduct, or unlawful conduct.

12.2 Indemnification Procedure

• (A) The Indemnified Parties will provide you with prompt written notice of any claim subject to indemnification, provided that failure to provide such notice shall not relieve you of your indemnification obligations except to the extent you are materially prejudiced thereby;
• (B) COMPASSUP SAS reserves the right, at its sole discretion and at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, including the right to select counsel;
• (C) You shall not settle any claim that imposes any obligation or liability on an Indemnified Party without the prior written consent of COMPASSUP SAS;
• (D) You will fully cooperate with the Indemnified Parties in the defense of any indemnified claim, including by providing information, testimony, and access to documents.

12.3 Survival

Your indemnification obligations shall survive termination or expiration of these Terms.

13. Term and Termination

13.1 Term

These Terms commence when you first access or use the Service and continue until terminated in accordance with this Section 13.

13.2 Termination by COMPASSUP SAS

We may, in our sole discretion, immediately suspend or terminate your Account and access to the Service, without prior notice or liability, if:

• (A) You breach any provision of these Terms, including but not limited to the Acceptable Use Policy in Section 9;
• (B) You fail to make timely payment of fees (if applicable);
• (C) Your conduct poses a security, legal, or reputational risk to us, our users, or third parties;
• (D) You engage in conduct that is abusive, threatening, harassing, or disruptive toward us, our employees, or other users;
• (E) Continuing to provide the Service to you would violate applicable law or expose us to legal liability;
• (F) We elect to discontinue the Service, in whole or in part, for any reason, including but not limited to:
  • Technical, operational, or business reasons;
  • Changes in law or regulation making it impractical or unlawful to continue providing the Service;
  • Force majeure events as described in Section 15.9;
• (G) Your Account has been inactive (no login) for thirty (30) consecutive days (for free beta or promotional accounts only);
• (H) We reasonably believe termination is necessary to protect our interests or those of other users.

13.3 Notice of Termination

• (A) Termination for Cause (Sections 13.2(A)-(E), (G)-(H)): We may terminate your Account immediately without prior notice.
• (B) Termination Not for Cause (Section 13.2(F)): We will make reasonable efforts to provide you with at least thirty (30) days' prior written notice via the email address associated with your Account, along with instructions on how to retrieve Your Content.

13.4 Termination by You

You may terminate your Account at any time by:

• Submitting a termination request via email; or
• Following the account closure process in the Service (if available).

Termination by you does not entitle you to a refund of any fees paid, except as expressly set forth in Section 8.6.

13.5 Effect of Termination

Upon termination of your Account for any reason:

• (A) Your license to access and use the Service immediately terminates;
• (B) You must cease all use of the Service;
• (C) You will lose access to Your Content stored in the Service;
• (D) We will make Your Content available for download for a period of thirty (30) days following termination, unless:
  • Termination was due to your violation of Section 9 (Prohibited Uses) or other material breach;
  • We are legally prohibited from providing access to Your Content;
  • Providing access would pose a security risk;
• (E) After thirty (30) days (or immediately upon termination for cause), Your Content will be permanently deleted from our active servers, except:
  • As required by law;
  • As necessary for dispute resolution, enforcement of these Terms, or protection of our rights;
  • Backup copies retained as part of routine backup procedures (which will not be accessible to you);
  • Data incorporated into our AI/ML models in aggregated, anonymized, or derivative form;
• (F) We may retain certain user contact information (name, email, billing information, transaction records) as necessary for:
  • Compliance with legal obligations (e.g., tax, accounting, audit requirements);
  • Dispute resolution and enforcement of these Terms;
  • Prevention of fraud and abuse;
• (G) All fees owed prior to termination become immediately due and payable;
• (H) Sections that by their nature should survive termination shall survive, including but not limited to Sections 5 (Intellectual Property), 7 (Privacy), 8 (Fees), 10 (Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), 14 (Dispute Resolution), and 15 (General Provisions).

13.6 Data Retrieval

We may provide data export tools within the Service to facilitate retrieval. If such tools are unavailable, you may request assistance by contacting support, subject to our verification of your identity and Account ownership.

13.7 Inactivity Policy for Free Beta Accounts

For free beta or promotional accounts only:

• If you do not log in to your Account for thirty (30) consecutive days, we may consider your Account inactive;
• We will send an email notification to the address associated with your Account advising of the inactivity and pending closure;
• If you do not log in within ten (10) days of receiving this notice, we may permanently close your Account and delete Your Content.

This Section 13.7 does not apply to paid Accounts.

14. Dispute Resolution and Governing Law

14.1 Informal Dispute Resolution

Before initiating any formal legal proceedings, you agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Service (each, a "Dispute") informally by contacting us.

Provide a detailed description of the Dispute, including:

• Your name, email address, and Account information;
• The nature of the Dispute and the facts supporting it;
• The relief or remedy you are seeking.

We will make reasonable efforts to respond within thirty (30) days and work with you in good faith to resolve the Dispute.

14.2 Governing Law

(A) For Users in the European Union, United States of America, United Kingdom, or Other Countries:

These Terms and any Disputes shall be governed by and construed in accordance with the laws of France, without regard to its conflict of law principles.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

(B) For Users in Other Jurisdictions:

These Terms and any Disputes shall be governed by and construed in accordance with the laws of France, without regard to its conflict of law principles.

14.3 Jurisdiction and Venue

(A) For Users in the European Union, United States of America, United Kingdom, or Other Countries:

Subject to Section 14.4 (Consumer Rights), you agree that any Dispute that cannot be resolved informally shall be subject to the exclusive jurisdiction of the Paris Commercial Court, France.

(B) For Users in Other Jurisdictions:

Subject to Section 14.4 (Consumer Rights), you agree that any Dispute shall be subject to the exclusive jurisdiction of the Paris Commercial Court, France.

14.4 Consumer Rights

Nothing in this Section 14 shall limit any mandatory consumer protection rights you may have under the laws of your country or state of residence, including but not limited to:

• Rights under the European Union Consumer Rights Directive (Directive 2011/83/EU);
• Rights under French consumer protection laws (Code de la consommation).

If you are a consumer in the European Union, you may also have the right to bring a Dispute before the courts of the EU Member State in which you reside.

14.5 Small Claims Court Exception

Notwithstanding the above, either party may bring an individual action in small claims court if the Dispute qualifies for small claims court jurisdiction and remains in small claims court.

14.6 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights.

14.7 Waiver of Jury Trial

TO THE EXTENT PERMITTED BY LAW, YOU AND COMPASSUP SAS HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE.

15. General Provisions

15.1 Entire Agreement

These Terms, together with our Privacy Policy and any other policies or terms expressly incorporated by reference, constitute the entire agreement between you and COMPASSUP SAS regarding the Service and supersede all prior or contemporaneous agreements, understandings, negotiations, and communications, whether oral or written, between you and COMPASSUP SAS.

15.2 Amendment

We may amend these Terms at any time as set forth in Section 2.3. Your continued use of the Service after the effective date of the amended Terms constitutes your acceptance of such amendments.

15.3 Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision. Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

15.4 Severability

If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid, illegal, or unenforceable provision shall be modified to the extent necessary to make it valid, legal, and enforceable while preserving its intent, or if such modification is not possible, such provision shall be severed.

15.5 Assignment

• (A) You may not assign, transfer, delegate, or sublicense these Terms or any of your rights or obligations hereunder, whether voluntarily, involuntarily, by operation of law, or otherwise, without our prior written consent. Any purported assignment in violation of this Section shall be null and void.
• (B) We may assign, transfer, or delegate these Terms or any of our rights or obligations hereunder, in whole or in part, without your consent, including in connection with a merger, acquisition, corporate reorganization, sale of assets, or by operation of law.

15.6 Relationship of the Parties

These Terms do not create any agency, partnership, joint venture, employment, or franchise relationship between you and COMPASSUP SAS. You have no authority to bind COMPASSUP SAS or make commitments on our behalf.

15.7 Third-Party Beneficiaries

Except as expressly stated herein, these Terms do not confer any rights or benefits upon any person or entity other than you and COMPASSUP SAS. Our affiliates, officers, directors, employees, and service providers are intended third-party beneficiaries of Sections 10 (Disclaimers), 11 (Limitation of Liability), and 12 (Indemnification).

15.8 Notices

(A) Notices to You:

We may provide notices to you by:

• Posting a notice on our website;
• Sending an email to the address associated with your Account; or
• Displaying a notice within the Service.

Notices sent by email shall be deemed delivered twenty-four (24) hours after sending, unless we receive notification that the email was not delivered.

You are responsible for ensuring that the email address associated with your Account is current and for monitoring your email (including spam/junk folders) for notices from us.

(B) Notices to Us:

You may provide notices to us by sending an email to briac@compassup.fr or by sending written notice via registered mail to:

Notices to us shall be deemed delivered when actually received by us.

15.9 Force Majeure

COMPASSUP SAS shall not be liable for any failure or delay in performance under these Terms due to causes beyond its reasonable control, including but not limited to:

• Acts of God, natural disasters, pandemics, epidemics;
• War, terrorism, civil unrest, government action;
• Labor disputes, strikes;
• Failures or disruptions in telecommunications, internet services, or utility services;
• Cyberattacks, hacking, or other security incidents not caused by our negligence;
• Compliance with laws, orders, or regulations.

During any force majeure event, our obligations under these Terms shall be suspended for the duration of such event. We will make commercially reasonable efforts to resume performance as soon as practicable.

15.10 Export Control and Sanctions Compliance

You represent and warrant that:

• You are not located in, ordinarily resident in, or organized under the laws of any country or territory subject to comprehensive trade sanctions or embargoes imposed by the European Union, United States, or United Nations;
• You are not identified on any government restricted party or sanctions list, including but not limited to the U.S. Treasury Department's Specially Designated Nationals List or the EU Consolidated List of Sanctions;
• You will not use the Service in violation of any export control or sanctions laws or regulations.

You agree to comply with all applicable export control and sanctions laws and regulations.

15.11 Government Users (U.S.)

If you are a U.S. federal, state, or local government entity, the Service constitutes "commercial computer software" and "commercial computer software documentation" as those terms are used in 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202. Consistent with 48 C.F.R. § 12.212 or 48 C.F.R. §§ 227.7202-1 through 227.7202-4, as applicable, the Service is provided to U.S. Government end users:

• As commercial items;
• With only those rights as are granted to all other end users pursuant to these Terms.

15.12 Language and Translation

These Terms are drafted in English. While we may provide translations into other languages for convenience, the English version shall govern and control in the event of any conflict or inconsistency.

15.13 Headings

Section and subsection headings are provided for convenience only and shall not affect the interpretation of these Terms.

15.14 Survival

All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to Sections 4.3 (Intellectual Property Ownership), 5 (Your Content and Intellectual Property Rights), 7 (Data Privacy and Security), 8 (Fees and Payment), 10 (Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), 14 (Dispute Resolution), and 15 (General Provisions).

15.15 No Reliance on Availability

We do not guarantee that the Service will always be available, uninterrupted, or error-free. We may suspend, withdraw, discontinue, or change all or any part of the Service at any time without notice or liability.

16. Contact Information

If you have any questions, concerns, or complaints regarding these Terms or the Service, please contact us at:

For data protection inquiries, including exercising your rights under GDPR or CCPA, please contact:

Email: briac@compassup.fr