General Terms of Use

1. General

These General Terms and Conditions of Use (hereinafter "Terms") are concluded between Gladia, a simplified joint-stock company with a capital of 1,275.52 euros, registered with the RCS of Rennes and whose head office is located at 38 Rue de la Tremblaie 35510 CESSON-SEVIGNE, France; and any person or entity using the Gladia services (hereinafter "User").

These Terms cancel and supersede the previously applicable terms and conditions and govern the use of the Services provided by Gladia.

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The electronic signature of the Service Contract by the User implies the User's full acceptance of these Terms.

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These Terms are accessible on Gladia’s website and may be addressed or delivered to any User requesting it.

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Gladia is free to modify its Terms at any time. Their notification is made by e-mail to the User or on his personal space. In case of refusal of the new Terms, the User may unsubscribe from theServices. Any User who continues to use the Services after the entry into force of the Terms is deemed to accept them. The version of the Terms in force at the time of the dispute shall apply to the User.

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The English version of these Terms shall prevail over any translation.

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These Terms may be supplemented by special conditions which, incase of contradiction, will prevail over the General Terms and Conditions of Use.

2. Definitions

Words defined in the Service Contract have the same meaningswhen used in these Terms.

The following terms are further defined herein:

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"Agreement": includes the General Terms and Conditions of Use, the General Terms and Conditions of Services, the Service Contract and the Data Processing Agreement.

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“Terms”: means the present General Terms and Conditions of Use.

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"Content": collectively defines the information imported into a Gladia Service ("Input") and the output generated ("Output"). The Content may contain Data.

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"Data": any data, personal or not, generated, declared or imported by a User during the use of a Gladia Service.

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"Service(s)": means the solutions created and/or administered by Gladia.

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“AIPI”: means an Application Programming Interface with Artificial Intelligence created and/or administered by Gladia.

3. Purpose of the GTCS

Gladia's business is the simplification of the most advanced AI models to help Users extract 100% value from their data from audio and/or video sources.
Gladia may provide its Users with the following Services:

- Subscription to a newsletter by completing the form provided for this purpose on the Gladia website;

- The AIPI.
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According to its needs, the User chooses the offer with the level of services that suits him (“Freemium Offer”, “Pro Offer”, etc).

More details on the conditions for the provision of these Services are specified in the Service Contract signed between Gladia and the User. Any request to modify the Service subscribed must be the subject of a new subscription.

4. Access to the Service

To activate and access the Services, the User must have a Gladia personal space associated with a valid email address. The User may only create one personal space per email address. The creation of the Gladia personal space requires the communication, by the User, of information allowing his identification for the signature of the Service Contract and the choice of a password.The User acknowledges that this information is proof of his identity.

Prior to the activation of the User's personal space and at any time during the term of the Agreement, Gladia reserves the right to verify the accuracy of the information provided by or on behalf of theUser and to request supporting documents from the User.

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When registering, the User undertakes to transmit accurate, complete and non-misleading data on his identity and is prohibited from usurping the identity of a third-party. In the event of a breach of this substantial obligation, Gladia reserves the right not to confirm, suspend or delete the User's account without the User being entitled to any compensation as a result.

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User may use the Services only in the geographic areas currently supported by Gladia. In particular, the Services aren’t available inIran.

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Depending on the Service offer subscribed, access to the solution may be free or paid. Internet access costs, whatever their nature(hardware, software, Internet connection, etc.) are the sole responsibility of the User.

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The login credentials of any User to his Gladia personal space are confidential, non-assignable and non-transferable, in accordance with the article "Secret of the password" of these Terms.

‍5. Terms of Use

5.1 Legal capacity of the User

Depending on the Service offer subscribed, the User may be a natural or legal person, a consumer, a professional or non-professional.

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A consumer means any natural person acting for purposes outside his trade or profession.

A professional shall be understood as any natural or legal person acting for purposes connected with his trade, business, craft, profession or agricultural activity, including when acting in the name or on behalf of another trader.

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The Service is reserved for adults (more than 18 years old) and legally capable persons.

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When the User is a natural person acting for a legal person, he ensures that he has the power to conclude a contract in the name and on behalf of the legal person.

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Gladia reserves the right to delete a personal space created by a person who doesn’t meet these conditions, without prior notice.

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5.2 Normal use of the Service

Use or misuse of the Service, which would be contrary to theseTerms, is strictly prohibited. The User is prohibited in particular from:

• Commit any illegal or fraudulent act by using the Service;
• Harm public order and morality;
• Harm third-parties or their rights in any way;
• Violate any contractual, legislative or regulatory provisions;
• Carry out any activity that may interfere with the computer system of a third-party or Gladia, in particular with the aim of violating its integrity or security;
• Carry out any operation aimed at promoting the User's services and/or sites or those of a third-party without the express authorization of Gladia;
• Extract or collect, by any means, the Data of other Users of the Service;
• Import, add to the Service, store, transmit, export, upload or publish any Content that is misleading or promotes illegal, fraudulent or deceptive activities;
• Import, add to the Service, store, transmit, export, upload or publish any Content that is unlawful, harmful, defamatory, abusive, violent, abusive, racist, xenophobic, revisionist, hateful, pornographic, child pornographic, obscene, indecent, shocking or inappropriate for a family audience, contrary to morality, infringing privacy or infringing the rights of third parties, in particular the image rights of persons and property, the right of intellectual property or the right to respect for private life;
• Import, add to the Service, store, transmit, export, upload or publish any Content or information that can reveal, directly or indirectly, sensitive data within the meaning of the GeneralData Protection Regulation (GDPR), including political, philosophical or religious beliefs, trade union membership, health status or sexual orientation;
• Impersonate a third party;
• Import any personal information of a third party without their consent or without relying on a legal basis provided by theGDPR or any applicable law;
• Import any personal information of a minor (under 18 years old).
• Import, add to the Service, store, transmit, export, upload or publish any Content that may directly or indirectly harm Gladia's interests. In general, the User undertakes to refrain from any behavior contrary to ethics or Gladia's values and interests;
• Engage in any conduct that interferes with or hijacks IT systems or violates the IT security measures of Gladia and its Services;

• To identify or incite a third party to commit one or more of the acts or activities listed above.

• Gladia can’t be held responsible in the event of abnormal use of theService and reserves all recourse against the User.

5.3 Security

The User must implement reasonable and appropriate measures to ensure his access to and use of the Services. If they discover any vulnerabilities or violations related to their use of the Services, they must promptly contact Gladia and provide details about the vulnerability or breach.

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5.4 Password Secrecy

Users who have created a Gladia personal space make sure to keep their password secret. Any disclosure of the password, regardless of its form, is prohibited. They assume the risks associated with the use of their username and password. Gladia declines all responsibility if the User transmits his username or password to another User or to a third party, or if the User doesn’t implement all necessary measures to keep his password secret.

Any access to the Services using the User's username and password is deemed to be made by him. The User must immediately contact Gladia if he learns that his personal space has been used without his knowledge and for any loss or compromise of these credentials: support@gladia.io

Gladia may take any appropriate action in such a case to restore the security of its Services.

‍6. Penalties

In the event of a breach by the User of any of its obligations under the Agreement, or in the event of a request from the competent authorities, Gladia reserves the right to:

• Publish on the Service any computer message that Gladia deems useful;
• Ask the User to remedy the breach within a maximum period of fifteen (15) calendar days;
• Delete any Content and Data imported and/or stored by the User in the Service that doesn’t comply with these Terms. Such removal may be affected without notice, prior notification or warning, at any time and at Gladia's sole discretion when the violation of these Terms is characterized by illegal behavior, including when importing, storing, exporting or distributing Content illegal, harmful, abusive, racist, incitement to hatred or child pornography. Apart from this particular case, this deletion will be done after two unsuccessful warnings;

• Suspend access and use of the User's personal space;
• Terminate the Service Contract, upon eight (8) calendar days' notice. This termination, notified to the User by e-mail, will result in the deactivation of the personal space eight (8) calendar days after this notification, in accordance with the provisions of Gladia's General Terms of Service;
• Notify and cooperate with any competent authority and provide it with any relevant information;
• Take any legal action.

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These sanctions are without prejudice to any damages that Gladia may claim.

7. Data Protection

Gladia processes User’s data necessary for the proper functioning of the Service.

By these Terms, the User acknowledges that he has read Gladia's Privacy Policy and that he accepts it. In accordance with Article 13of the General Data Protection Regulation (GDPR), the Privacy Policy provides the User with information relating to the processing of Data carried out by Gladia in the context of the provision and operation of the Service (data processed, purposes, legal basis, recipients of the data, retention periods, rights, security).

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If the User uses the Services to process personal data, he must be able to provide the legally adequate documents, obtain the necessary consents for the processing of such Data, and declare to Gladia that he processes such Data in accordance with applicable law and the GDPR.

‍8. Deletion of Data

When the Service includes the storage of the imported Data, the User may delete it at any time, except for the “Freemium Offer” which includes an internal data processing to improve the Service in accordance with the Data Processing Agreement signed by the Parties. In that case, this usage doesn’t constitute a backup for User benefit.

In case of deletion, Gladia doesn’t keep a history. Input and Output (transcription, translation, content analysis, sentiment analysis, etc.) will be permanently removed from Gladia's environment.

‍9. Liability

9.1 Liability of the User

User is liable for the Content and Data that it imports into Gladia's Services.

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The consultation and use of the Service is under the responsibility of the User. The Service may host links to third-party sites. By clicking on these links, the User acknowledges that Gladia can’t guarantee the content, and therefore agrees to access them at his own risk. Consequently, Gladia can’t be held liable for damages resulting from the User's access to and/or use of the Service and the information contained therein.

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9.2 Accessibility of the Services

Gladia is constantly working to improve its Services to make them more accurate, reliable, secure and beneficial. Gladia's Services use rapidly evolving fields of study (artificial intelligence, machine learning, etc). Due to their nature, the use of the Services may in some situations result in incorrect results. The User shall evaluate the accuracy of any Output according to its use case, including by using human review of the Output.

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Gladia carries out regular checks to verify the operation and accessibility of its Services and may perform scheduled maintenance under the conditions specified in the "Maintenance" section.

Gladia reserves the right to suspend all or part of the Services, in the event of:

(i) a proven risk to the stability and/or security of Gladia's systems and environments, the Services and/or the User's data;

(ii) technical reasons, in particular fort its maintenance or updating;

(iii) a request from a competent administrative or judicial authority;

(iv) or failure to comply with all or part of the conditions of use of the Services set forth in the Agreement.

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Unless otherwise stipulated in the Service Contract, the User waives any claim in this regard. The aforementioned suspensions don’t relieve the User of its obligation to pay in full the amounts due to Gladia under the Agreement.

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The use of the Service by the User implies knowledge and acceptance of the characteristics and limitations of the technologies inherent to the Internet, in particular with regard to response times to consult or query the server hosting the Service, technical performance, risks of interruption and, more generally, any risk incurred during the transmission of data. The User acknowledges that the implementation of the Services requires a connection to the Internet and that the quality of the Services depends on this connection, for which Gladia isn’t responsible.

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Gladia can’t be held liable in the event of difficulty or temporary impossibility in accessing the Services due to:

• circumstances external to Gladia's network (including partial or total failure of the User's servers);
• failure of equipment, cabling, services or networks not included in the Services, or not under Gladia's control;
• interruption of the Services by telecommunications operators or Internet service providers;
• the User's intervention, in particular by a bad configuration applied to the Services,
• force majeure.

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Gladia reserves the right to limit the number of AIPI calls and collections accessible.

This number will be indicated directly on its website or in the Service Contract.

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9.3 Limitation of liability

Gladia's liability is limited to proven direct damages that the User may have suffered as a result of the use of hosted Services. Gladia declines any damages due to the use of Gladia's Self-hosted service without any official Gladia commercial support.

In the event of Gladia's fault in the performance of its contractual obligations, the User shall be entitled to obtain compensation for the direct damage it proved. In any event, Gladia's total and maximum liability is limited to the amount from by the User for the use of the Service during the twelve (12) months preceding the chargeable event.

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It’s expressly agreed that Gladia's liability can’t be sought in the following cases:

• any information consulted on the Service that isn’t posted online by Gladia;
• any network malfunction resulting from something external to Gladia and preventing the proper functioning of the Service;
• the consequences of any computer virus, bug, anomaly or failure;
• any damage caused to the Service or the User's equipment resulting from an event external to Gladia or its subcontractors;

‍10. Intellectual Property

10.1 License to Use

Gladia grants the User a license of use limited to the duration of use of the Service, nominative, limited, non-exclusive and non-transferable, non-public, free or paid according to the Service offer subscribed under the conditions defined herein and in theService Contract.

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In particular, the User shall refrain from granting any sublicense.

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The rights granted also concern open-source modules, subject to the User's compliance with the terms and conditions of the open source licenses.

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10.2 Gladia's Intellectual Property

Systems, software, structures, infrastructure, databases and content (text, images, graphics, music, logos, brands, databases, etc.) used in the Services are protected by all applicable intellectual property rights or database creators' rights. Any dismantling, decompilation, decryption, extraction, reuse, copying, and more generally any reproduction, representation, publication or use of all or part of these elements, without our authorization, is strictly prohibited and could give rise to prosecution.

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The content published by Gladia in the Services (including texts, comments, files, images, photos, videos, works, applications, etc.) is protected by intellectual property, including copyright, designs, trademarks, domain names, patents, know-how, software or databases. Gladia or its assigns remains the owner of all such content and associated rights.

On these contents, Gladia grants Users a limited, non-exclusive, revocable and non-sublicensable license to access and browse for the sole purpose of using the Service. This license doesn’t grant Users any other rights, in particular any right of reproduction or commercial exploitation of these contents.

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Any total or partial representation of the Service or a content of theService by any means whatsoever, without the express authorization of Gladia would constitute an infringement punishable by Article L 335-2 et seq. of the French Intellectual Property Code.

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The GLADIA brand is protected. Any use of this trademark, name or logo without the prior written permission of Gladia, on any medium is prohibited under penalty of criminal and civil prosecution.

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10.3 Content imported by the User

All Content (Input and Output, including videos, audio, texts, comments, files, images, photos, etc.), possibly subject to property rights, intellectual property, image rights or other private rights remain the property of the User.

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However, when the User subscribes to a “Freemium Offer”, he grants Gladia a license to use such Content to help develop and improve the performance of the Services (model training) in accordance with the Service Contract.

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It acknowledges, undertakes and guarantees to have all the rights and authorizations necessary for such import and use in theService, in particular under the legislation in force and the rights to respect for privacy, property, intellectual property, image, contracts or any other nature.

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The User ensures that all information and data provided through the Service is accurate, complete and not misleading.

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10.4 Content imported by the User

Gladia may use the names, trademarks and logos of the User and refer to his websites as commercial references for the duration of the contractual relationship and three (3) years thereafter.

The User need an express and written agreement from Gladia  use its names, trademarks and logos and refer to its websites as commercial references.

‍11. Additional Services

Depending on the Service offer subscribed to in the ServiceContract, the User benefits from the following Additional Services offered by Gladia. When the User uses an Additional Service, he is subject to the conditions that apply to it.

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‍11.1 Maintenance

During the duration of the services, the User benefits from maintenance of the Service, including corrective and evolutionary maintenance. In this context, access to the Services may be limited or suspended.

Corrective maintenance corrects any malfunction or bug found on the subscribed Service.

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Gladia reserves the right to carry out automatic and unannounced evolutionary maintenance, which includes improvements to the functionality and/or technical installations (aimed at introducing minor or major extensions) of its Services.

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Access to the Services may also be limited or suspended for preventive maintenance purposes, which may include the aforementioned corrective and evolutionary maintenance operations.

11.2 Hosting

Gladia ensures the hosting of the Services and the Data it produces by using a professional hosting provider on the territory of the European Union.

11.3 Technical Support

In case of difficulty encountered when using the Services, the User may contact Gladia for technical support: support@gladia.io

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When the User subscribes to the AIPI On-Premise Service, he follows Gladia's technical support instructions, including updating the software version in accordance with the guidelines provided by technical support.

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It maintains any Gladia related system at an appropriate level of security, including performing Orchestration Software updates, Operating System updates, certificates and any other element in relation to the functionality of Gladia.

‍12. Final provisions

Gladia reserves the right to use subcontractors for the performance of the services. These subcontractors are subject to the same obligations as Gladia in the performance of the services.

Gladia reserves the right to replace any person who will be subrogated to all his rights and obligations under the contractual relationship with the User. Gladia will inform the User of any substitution by any written means, including by email.

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If one or more stipulations of the Terms are declared null and void by application of a law, a regulation or following a final judicial or administrative decision, the other stipulations will retain their force and scope. Gladia will make its best efforts to proceed as soon as possible to replace the invalid stipulation by a valid stipulation of a scope closest to the spirit hereof.

The fact that one of the Parties has not required the application of any clause of these conditions, permanently or temporarily, can in no way be considered as a waiver of said clause.

‍13. Governing Law

These Terms are subject to French law.

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The Parties will endeavor to resolve amicably any disputes that may arise from the interpretation or execution of these Terms within thirty (30) days of the date of occurrence of such disputes.

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In the event of a dispute, the User may freely resort to the following Mediator for an amicable settlement:

Consumer Mediation Centre of Justice Conciliators (CM2C)

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Postal address: 14 rue Saint Jean 75017 Paris, France

Phone: +33 (0)6 09 20 48 86
Web site: https://www.cm2c.net

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If the User is a foreign consumer but located in the European Union, he can go to the Dispute Resolution in European Consumer Law.

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In the absence of an amicable agreement, all disputes to which these Terms may give rise, concerning their validity, interpretation, execution, termination and consequences will be submitted to the competent French authority.

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The Parties nevertheless remain responsible for the performance of our respective obligations which are not affected by force majeure and any payment obligation.