Company

General Terms and Conditions

GENERAL TERMS AND CONDITIONS

This document (the “General Terms and Conditions”) defines the conditions under which AIDOCS STUDIO, a French simplified joint stock company registered under number 939 664 108 R.C.S. Montpellier, whose registered office is located at 3 Rue des Gladiateurs 34170 Castelnau-le-Lez, France (“AIDOCS STUDIO”), provides Services to the Client.

DEFINITIONS

For the purposes of the Agreement, the following capitalized terms shall have the meanings set out below.

“Acceptable Use Policy” or “AUP” means the acceptable use policy governing access to and use of the Services by Users, as incorporated by reference into the Agreement.

“Agreement” means the contractual framework consisting of the Specific Terms and these General Terms and Conditions, together with the documents incorporated by reference therein, in the order of precedence set out in Article 2.

“Client” means the professional customer of AIDOCS STUDIO who has entered into the Agreement and subscribed to the Services, whether acting (i) as an individual professional in its own name and on its own behalf, or (ii) as a legal entity subscribing to the Services for its authorized Users.

“Client Data” means all data, information, content, files, documents or resources submitted, transmitted, uploaded or otherwise made available by the Client and/or Users through or in connection with the Services, including Inputs and Outputs, but excluding any Generic Elements.

“Confidential Information” means any information or document of any kind, whether commercial, financial, technical, operational or otherwise, disclosed by one Party to the other Party in connection with the Agreement, that is identified as confidential or that should reasonably be considered confidential given its nature and the circumstances of disclosure. AIDOCS STUDIO’s Confidential Information includes, without limitation, the Services, the Solution, the Documentation (to the extent non-public), and any non-public technical, operational, security or product information relating thereto.

“Data Processing Agreement” or “DPA” means the data processing agreement entered into between the Parties governing AIDOCS STUDIO’s processing of personal data on behalf of the Client as processor within the meaning of Regulation (EU) 2016/679 (“GDPR”).

“Documentation” means all information, guides, instructions, technical or functional documentation and usage policies relating to the Services, communicated by AIDOCS STUDIO or made available to the Client, including through the Services or on AIDOCS STUDIO’s website, as updated from time to time, and including the Onboarding Email.

“Effective Date” means the date on which the Specific Terms are accepted by the Client by any written or electronic means made available by AIDOCS STUDIO.

“Fees” means all amounts payable by the Client to AIDOCS STUDIO in consideration for the Services, as set out in the Specific Terms.

“Generic Elements” means any generic or reusable templates, precedents, clause libraries, drafting frameworks, document structures, standard formulations and related elements of the Services, whether pre-existing or generated, suggested, selected, assembled, adapted or otherwise used by or within the Services, including any modifications, variations, adaptations or derivatives thereof, to the extent that they are not provided by the Client or its Users as Inputs, do not specifically identify the Client and do not disclose the Client’s Confidential Information.

“Inputs” means the instructions, prompts, content and/or documents included in, attached to, or otherwise submitted with a Request for processing through the Services.

“Onboarding Email” means the email sent by AIDOCS STUDIO to the email address provided by the Client upon subscription, setting out the information and instructions required to access and use the Services, including, without limitation, the designated submission email address, authorized sender addresses, and applicable submission requirements.

“Outputs” means the drafts, clause suggestions, summaries, comparisons or other content automatically generated by the Services in response to a Request.

“Parties” means AIDOCS STUDIO and the Client, and “Party” means either of them.

“Request” means an instruction email, including any associated Inputs, submitted by an authorized User in accordance with the Documentation for processing through the Services.

“Services” means the AI-assisted, request-based services provided by AIDOCS STUDIO to the Client under the Agreement, enabling authorized Users to submit Requests and receive Outputs.

“Solution” means the proprietary software, technical infrastructure and related components operated or made available by AIDOCS STUDIO in SaaS mode and used solely as a technical means to provide the Services.

“Specific Terms” means the specific commercial and contractual conditions applicable to the Client’s subscription to the Services, whether agreed through a written agreement or order form, or accepted online through a self-service subscription process, including the applicable subscription plan, pricing, scope of Services, and any additional conditions made available at the time of subscription.

“Subscription Term” means the subscription duration selected by the Client as specified in the Specific Terms.

“Support and Service Level Agreement” or “SLA” means the support and service level agreement governing support commitments and service credits, which applies only where expressly referenced as applicable in the Specific Terms.

“User” means any individual authorized to access and use the Services under the Agreement, including (i) the Client itself where the Client is an individual subscriber, and/or (ii) any individual acting under the authority of, or otherwise authorized by, the Client.

CONTRACTUAL DOCUMENTS

The Agreement is composed of the following documents, listed in descending order of precedence:

the DPA, where applicable;
the Specific Terms;
the SLA, where expressly referenced as applicable in the Specific Terms;
the AUP;
these General Terms and Conditions.

In the event of any conflict or inconsistency between the documents forming part of the Agreement, the document with higher precedence shall prevail.

Unless expressly agreed otherwise in writing by AIDOCS STUDIO, any terms and conditions issued by the Client (including general terms and conditions of purchase) shall not apply to the Services, regardless of when or how they are communicated.

FORMATION OF THE AGREEMENT

The Agreement may be entered into either:

by execution of a written agreement or order form (including by electronic signature), in particular for enterprise subscriptions; or
by online acceptance through a self-service subscription process.

In each case, the Agreement shall be deemed validly formed and binding upon the Client’s acceptance and shall enter into force on the Effective Date.

TERM

The duration of the subscription to the Services is determined at the time of subscription and specified in the Specific Terms.

Unless terminated in accordance with the Agreement, the subscription shall be automatically renewed at the end of each Subscription Term for a period of the same duration.

Where the Client subscribes to an annual plan, the Client may terminate the subscription at the end of the first month following the Effective Date, without penalty or termination fees, by notifying AIDOCS STUDIO in writing prior to the expiry of such first month. This option is intended to allow the Client to evaluate the Services during the initial phase of use. In the absence of such notice, the annual subscription shall continue for the remainder of the applicable Subscription Term.

Any renewal shall be subject to the pricing and contractual conditions applicable at the time of renewal, as set out in the Specific Terms or as notified in accordance with Article 24.8.

SERVICES

Description

The Services consist of an AI-assisted, request-based service enabling authorized Users to submit Requests and receive Outputs, including, without limitation, draft documents, clauses, reformulations, summaries, comparisons or similar drafting assistance, intended to support human professional judgment.

The Services are provided as an assistance and productivity tool only and do not replace human analysis, review, validation or decision-making.

Access and Use

Access to the Services is granted to authorized Users in accordance with the subscription selected by the Client, the Specific Terms and the Acceptable Use Policy.

Certain functionalities of the Services may be accessed through interfaces made available by AIDOCS STUDIO, subject to authentication using personal credentials.

The Client is responsible for ensuring that access to the Services is limited to authorized Users and that all Users comply with the Agreement, the AUP and the Documentation.

Request Submission and Processing

Requests must be submitted in accordance with the Documentation, including the Onboarding Email. Only Requests submitted from authorized sender addresses and in compliance with such requirements shall be processed.

Upon receipt of a valid Request, AIDOCS STUDIO shall process the Request using automated systems and make the corresponding Output available to the User in accordance with the Documentation.

The Client acknowledges that processing times may vary depending on the nature of the Request, system load and dependencies on third-party services.

Abnormal Use

The Client and its Users shall use the Services in a manner consistent with their intended purpose, the Agreement, the AUP and the applicable Documentation.

“Abnormal Use” means any use of the Services which, in light of all relevant circumstances, materially departs from normal, reasonable or intended use of the Services, including where such use:

involves volumes, frequency or intensity of Requests, processing or access that are significantly disproportionate to the usage levels generally observed for comparable clients, taking into account their size, activity, use case, subscription scope and reasonably expected use of the Services;

is automated, excessive, systematic or intensive, in particular through scripts, bots, crawlers, unauthorized APIs, bulk-processing routines or similar processes not expressly authorized under the Agreement or the Documentation;

circumvents, seeks to circumvent, or has the effect of circumventing the commercial, technical or operational conditions of the Services, including any subscription parameters, access conditions, usage limitations, safeguards or rate limits;

creates, or is reasonably likely to create, an excessive burden on the Services or materially affects their availability, stability, integrity, security or performance; or

otherwise exceeds what AIDOCS STUDIO may reasonably consider to be a legitimate and proportionate use of the Services in view of their nature and intended purpose.

The assessment of Abnormal Use shall be made in good faith and on the basis of a contextual analysis taking into account all relevant circumstances, including the Client’s subscription, the nature of the Client’s activities, the relevant use case, usage patterns observed across comparable clients, and any technical or operational impact on the Services. For the avoidance of doubt, the qualification of Abnormal Use may result from one or more of the circumstances described above and shall not require all of them to be met cumulatively.

In the event of actual or reasonably suspected Abnormal Use, AIDOCS STUDIO may, after informing the Client by any appropriate means and to the extent reasonably practicable, implement such proportionate measures as are reasonably necessary to protect the Services, including:

requesting information, clarification or corrective action from the Client;

temporarily limiting certain functionalities, processing capacities or access levels of the Services;

temporarily suspending all or part of the Client’s or certain Users’ access to the Services; and/or

proposing an adjustment of the Client’s subscription, usage parameters or pricing plan to reflect the Client’s actual use of the Services.

Unless there is an emergency, a security threat, a legal or regulatory risk, or a risk to the availability, integrity or lawful operation of the Services, AIDOCS STUDIO shall use reasonable efforts to seek a cooperative solution with the Client before suspending access to the Services.

Any measure implemented by AIDOCS STUDIO under this section shall be proportionate, applied only to the extent and for the duration reasonably necessary in the circumstances, and, where reasonably practicable, limited to the affected functionalities, Users or usage concerned. This section is without prejudice to any express usage limits, subscription parameters, quotas, technical limits or other restrictions set out in the Agreement or the Documentation.

Evolution of the Services

AIDOCS STUDIO may modify, enhance or update the Services from time to time, in particular for technical, security, legal or regulatory reasons, or to improve functionality or performance.

Where a modification results in the removal or material alteration of a functionality expressly identified as essential in the Specific Terms, AIDOCS STUDIO shall inform the Client in advance and the Parties shall consult in good faith to identify a commercially reasonable solution.

If no such solution can be reached, the Client may terminate the Agreement with effect from the date of such modification, without penalty.

ARTIFICIAL INTELLIGENCE

The Services are provided solely as an assistance and productivity tool. Outputs do not constitute legal advice, legal opinions, legal representation, or any other form of legal or personalized professional advice provided by AIDOCS STUDIO. AIDOCS STUDIO is not a law firm, is not admitted to practice law in any jurisdiction, and does not provide services reserved to regulated legal professionals.

The Client and its Users remain solely responsible for reviewing, validating, adapting and, where appropriate, supplementing all Outputs prior to any use, communication, delivery, execution or reliance. The Client shall ensure, where appropriate, that Outputs are reviewed by qualified professionals having the requisite expertise and admission rights in the relevant jurisdiction(s) and practice area(s).

The Client acknowledges that artificial intelligence technologies may generate Outputs that are inaccurate, incomplete, non-exhaustive, misleading, outdated, contextually inappropriate or affected by bias, and may generate similar or identical outputs for other users. AIDOCS STUDIO does not warrant that Outputs will be error-free, complete, reliable, lawful, up to date or suitable for any specific purpose, jurisdiction or use case, and shall not be liable for decisions, actions or omissions taken by the Client or its Users based on the Outputs.

The Client further acknowledges that Outputs are generated on the basis of underlying models and data sources, including training data, which may be limited in scope, coverage, accuracy, recency or geographic relevance, and may not reflect all laws, regulations, case law, market practice, professional rules or other legal requirements applicable in any given jurisdiction or to any specific factual situation. In particular, the Services are not designed to ensure that Outputs reflect all legal or regulatory requirements applicable anywhere in the world or under any law chosen by the Client or its counterparties.

The quality, relevance and reliability of Outputs may depend on the nature, structure, completeness and accuracy of the Inputs provided, as well as on the instructions, parameters and context supplied by the Client and its Users. The Client remains solely responsible for the content of the Inputs and for ensuring that such Inputs may be lawfully used and submitted in accordance with the Agreement, the AUP and applicable law.

The Client acknowledges that the Services may rely, in whole or in part, on artificial intelligence models, including large language models, developed, trained and/or provided by third parties. No rights are granted to the Client to access or use such models outside the Services, and AIDOCS STUDIO shall not be responsible for the design, training, availability or performance of such third-party models as such.

Where Outputs are generated without the provision by the Client or its Users of prior templates, precedents, clauses, forms, documents or similar materials as Inputs, the Client acknowledges that the Services may rely on, generate or use Generic Elements and that, subject to the Agreement, AIDOCS STUDIO may reuse such Generic Elements in the provision of the Services, provided that no Client-specific content, Confidential Information or personal data is disclosed except as permitted under the Agreement and applicable law.

AIDOCS STUDIO warrants that the Services are operated in accordance with reasonable professional standards and in compliance with applicable laws and regulations, including Regulation (EU) 2016/679 (GDPR) and Regulation (EU) 2024/1689 (Artificial Intelligence Act), as applicable to AIDOCS STUDIO in its role and to the Services as provided. Unless otherwise expressly stated in the Specific Terms, the Services are intended to qualify as minimal-risk or limited-risk systems within the meaning of the Artificial Intelligence Act.

Except as expressly permitted under the Agreement, the Client shall not use the Services or the Outputs for the purpose of training, fine-tuning, validating or improving any artificial intelligence or machine-learning model or system.

ONBOARDING AND CONFIGURATION

Where expressly included in the Specific Terms, AIDOCS STUDIO may provide onboarding and configuration assistance intended to facilitate the Client’s initial access to and use of the Services (e.g., account setup, access configuration, transmission of usage guidelines and introductory sessions focused on the technical use of the Services). Such assistance is limited to technical and functional support and does not constitute legal, strategic, business or operational advice.

The Client undertakes to cooperate in good faith and to provide AIDOCS STUDIO, in a timely manner, with all information reasonably necessary for such assistance.

Any request exceeding standard onboarding and configuration, including customized developments, specific integrations, advanced configurations or additional assistance not expressly included in the Specific Terms, shall be subject to a separate written agreement and, where applicable, additional fees.

SUPPORT AND SERVICE LEVELS

Support services and, where applicable, service level commitments are provided in accordance with the SLA. The SLA applies only where expressly designated as applicable in the Specific Terms (enterprise or equivalent plans).

For Clients subscribing on an individual or self-service basis, AIDOCS STUDIO provides access to the Services without any guaranteed service levels, response times, availability commitments or service credits, unless otherwise expressly agreed in writing in the Specific Terms.

Where applicable, the SLA sets out the Client’s exclusive remedies for service level failures.

CLIENT OBLIGATIONS

The Client shall, and shall ensure its Users:

use the Services strictly in accordance with the Agreement, the AUP and the Documentation;
ensure that all Inputs and Client Data submitted through the Services are lawful, accurate, relevant, and provided with all necessary rights, authorizations and consents;
maintain the security, configuration and proper functioning of its own IT environment (including email systems), and ensure that communications to and from AIDOCS STUDIO are not blocked, filtered, quarantined or altered;
manage User access rights, including onboarding and offboarding, and promptly notify AIDOCS STUDIO of any suspected unauthorized access, misuse or security incident affecting the Services; and
comply with all applicable laws, regulations and professional obligations, including those relating to confidentiality, professional secrecy (where applicable), data protection and the use of artificial intelligence tools.

FINANCIAL CONDITIONS

Fees

All Fees are set out in the Specific Terms.

Fees are expressed in the currency indicated, exclusive of VAT and any other applicable taxes, which shall be borne exclusively by the Client.

Except in the event of termination of the Agreement due to a material breach by AIDOCS STUDIO, any Subscription Term or billing period commenced shall be payable in full.

Invoicing and Payment

For self-service subscriptions, Fees are payable in advance and are charged immediately at the time of subscription and, where applicable, at each renewal, using the payment method selected by the Client.

For enterprise subscriptions, Fees are invoiced and payable in accordance with the terms set out in the Specific Terms.

Unless otherwise specified in the Specific Terms, invoices are payable within thirty (30) days from the date of issue.

In accordance with applicable law, any failure to pay an undisputed invoice by its due date shall automatically give rise, without prior notice, to late payment interest calculated at three (3) times the applicable legal interest rate, as well as to a fixed recovery indemnity of forty (40) euros. Where recovery costs exceed this amount, AIDOCS STUDIO may claim additional compensation upon justification.

In the event of non-payment fifteen (15) days after formal notice, AIDOCS STUDIO reserves the right to suspend access to the Services and/or terminate the Agreement, without prejudice to any other rights or remedies.

Invoice Disputes

Any dispute relating to an invoice must be notified to AIDOCS STUDIO in writing, with supporting details, within thirty (30) days from receipt of the invoice.

The undisputed portion of the invoice shall remain payable by the applicable due date.

Price Adjustment

AIDOCS STUDIO may modify its pricing upon renewal of the subscription. Any updated pricing shall apply only to the next Subscription Term.

AIDOCS STUDIO shall notify the Client of any material price change at least sixty (60) days prior to the start of the renewed term.

If the Client does not accept such change, it may elect not to renew the subscription in accordance with the Agreement.

WARRANTIES

AIDOCS STUDIO warrants that the Services shall be provided with reasonable skill and care, in a professional manner, in accordance with the Agreement and generally accepted industry practices.

Except as expressly set out in the Agreement, the Services and Outputs are provided “as is” and “as available”. AIDOCS STUDIO does not warrant that the Services or the Outputs will meet the Client’s specific needs or expectations, nor that the Outputs will be accurate, complete, reliable or suitable for any particular legal, contractual or operational purpose.

The Client acknowledges that the Services rely on automated artificial intelligence technologies and third-party services and that inherent limitations, inaccuracies, delays or errors may occur.

The Client shall notify AIDOCS STUDIO in writing of any alleged non-conformity of the Services within a reasonable time after becoming aware thereof.

In the event of a proven non-conformity attributable to AIDOCS STUDIO, the Client’s sole and exclusive remedy shall be, at AIDOCS STUDIO’s option, to correct the non-conformity, re-perform the affected Services, or refund the Fees paid for the affected Services.

This warranty does not apply where the non-conformity results from the Client’s or its Users’ non-compliant use of the Services, the Inputs provided, third-party services, or a Force Majeure event, without prejudice to any mandatory provisions of applicable law.

PERSONAL DATA PROTECTION

Each Party acts as an independent data controller with respect to the personal data of the other Party’s employees, representatives or contacts processed for the purposes of managing the contractual and commercial relationship.

In this context, each Party undertakes to comply with applicable data protection laws and regulations, in particular Regulation (EU) 2016/679 (the “GDPR”), and to provide the required information to its data subjects. AIDOCS STUDIO’s privacy policy is available at: [to be completed].

To the extent that AIDOCS STUDIO processes personal data on behalf of the Client in connection with the provision of the Services, AIDOCS STUDIO acts as a data processor and the Parties agree that such processing shall be governed exclusively by the Data Processing Agreement. In case of any conflict, the Data Processing Agreement shall prevail over the provisions of this Agreement with respect to personal data protection.

DATA AND SECURITY

Client Data

All data, information, content, documents and materials submitted, transmitted or otherwise made available by the Client or its Users in connection with the Services (“Client Data”) remain the exclusive property of the Client.

The Client remains solely responsible for the legality, accuracy, quality, integrity, relevance and completeness of the Client Data, as well as for ensuring that it has all necessary rights and authorizations to use and submit such Client Data in connection with the Services, in compliance with applicable law and professional obligations.

For the purposes of performing the Agreement, AIDOCS STUDIO is authorized to access, host, process and transmit the Client Data strictly to the extent necessary to:

provide and operate the Services;
ensure their security, maintenance and technical operation;
comply with applicable legal or regulatory obligations; and
provide support and onboarding services in accordance with the Agreement.

Client Data shall not be used by AIDOCS STUDIO for any purpose other than those expressly provided for herein.

Third-Party Service Providers and AI Models

The Client acknowledges that the Services rely on third-party service providers, including providers of artificial intelligence models, cloud infrastructure, messaging services and storage environments.

Client Data may be processed by such third-party providers strictly for the purposes of operating the Services and in accordance with the Agreement, the applicable Data Processing Agreement and AIDOCS STUDIO’s contractual arrangements with such providers.

AIDOCS STUDIO does not authorize any third party to use Client Data for their own purposes, including for training or improving their models, except where expressly permitted under the Agreement and applicable data protection documentation.

Aggregated and Anonymized Data

AIDOCS STUDIO may generate aggregated and anonymized data derived from the use of the Services, provided that such data does not enable, directly or indirectly, identification of the Client, its Users or any personal data.

Such aggregated and anonymized data shall be the exclusive property of AIDOCS STUDIO and may be used for internal purposes, including statistical analysis, monitoring, security, performance measurement and improvement of the Services.

Data Security

AIDOCS STUDIO implements appropriate technical and organizational measures designed to protect the security, confidentiality and integrity of Client Data during its processing in connection with the Services, in accordance with applicable law and the Data Processing Agreement.

The Client acknowledges that, by design, the Services process Client Data on a transient basis solely for the purpose of executing the relevant Request. Except where technically necessary for short-term processing, logging, security or legal compliance purposes, Client Data is not stored by AIDOCS STUDIO once the Output has been generated and made available to the User.

Accordingly, the Services do not constitute a data hosting or archiving service. The Client remains solely responsible for retaining, backing up and archiving its Inputs and Outputs outside the Services.

AIDOCS STUDIO shall not be liable for any loss, alteration or unavailability of Client Data resulting from the Client’s failure to retain copies of such data, or from causes attributable to the Client, its Users, third-party services or Force Majeure events.

Data Retention

The Client acknowledges that the Services are designed to process Client Data on a transient basis and do not provide data hosting, archiving or long-term storage functionalities.

Accordingly, except where expressly provided otherwise in the Agreement or required by applicable law, AIDOCS STUDIO does not retain Client Data once the relevant Request has been processed and the corresponding Output has been generated and made available to the User.

As a result, no data return mechanism applies upon expiration or termination of the Agreement, other than for any Client Data that may be temporarily retained by AIDOCS STUDIO for security, logging, dispute resolution or legal compliance purposes.

Any such residual data shall be deleted by AIDOCS STUDIO within thirty (30) days following expiration or termination of the Agreement, subject to applicable legal or regulatory retention obligations.

CONFIDENTIALITY

Each Party undertakes to keep strictly confidential all Confidential Information of the other Party disclosed or made available in connection with the Agreement, for the duration of the Agreement and for a period of three (3) years following its expiration or termination for any reason.

Confidential Information shall be used solely for the purposes of performing the Agreement or defending the receiving Party’s rights in the context of judicial, administrative or arbitral proceedings.

Each Party may disclose Confidential Information solely to its employees, officers, consultants, advisors, subcontractors or affiliates who have a strict need to know such information for the performance of the Agreement, provided that they are bound by confidentiality obligations at least equivalent to those set out herein.

Confidential Information may be disclosed to third parties only with the prior written consent of the disclosing Party; or where required by applicable law, regulation or a competent authority, provided that, to the extent legally permitted, the receiving Party gives prior notice to the disclosing Party and discloses only the information strictly required.

The confidentiality obligations shall not apply to information that the receiving Party can demonstrate:

is or becomes publicly available without breach of the Agreement;
was lawfully in its possession prior to disclosure;
is lawfully obtained from a third party not subject to a confidentiality obligation; or
is independently developed without reference to the Confidential Information.

All Confidential Information remains the exclusive property of the disclosing Party. Nothing in the Agreement grants any license or ownership right in such Confidential Information, except as expressly provided.

Upon written request of the disclosing Party, or upon termination or expiration of the Agreement, each Party shall promptly return or destroy the other Party’s Confidential Information, subject to any applicable legal or regulatory retention obligations.

Each Party shall promptly notify the other Party of any actual or suspected breach of confidentiality and shall cooperate in good faith to mitigate its effects.

The Parties agree that the existence of the Agreement may be disclosed by AIDOCS STUDIO to its investors or potential investors, subject to confidentiality obligations.

INTELLECTUAL PROPERTY

Services

AIDOCS STUDIO remains the sole owner of all intellectual property rights relating to the Services, including the software, technical architecture, interfaces, workflows, documentation, configurations, integrations, user interfaces, prompt templates (if any), and any updates or enhancements thereto.

Nothing in the Agreement shall be construed as transferring any ownership rights in the Services or their components to the Client.

Subject to payment of the applicable Fees and compliance with the Agreement, AIDOCS STUDIO grants the Client, for the duration of the Agreement, a limited, non-exclusive, non-transferable and non-assignable right to access and use the Services solely for the Client’s professional purposes and in accordance with the Agreement, the AUP and the Documentation. The Client shall ensure that its Users comply with the same restrictions.

For the avoidance of doubt, AIDOCS STUDIO remains the sole owner of all intellectual property rights in and to the Generic Elements.

Outputs

All Outputs generated through the Services based on Requests and Inputs submitted by the Client or its Users shall be and remain the exclusive property of the Client.

Notwithstanding the foregoing, such ownership shall exclude any intellectual property rights in or to the Services, the underlying technologies, the artificial intelligence models used to generate the Outputs, and any Generic Elements, even where incorporated into, reflected in or used to generate an Output.

Where an Output is generated on the basis of templates, forms, precedents, clauses, documents or other materials provided by the Client or its Users as Inputs, all rights in such materials shall remain vested in the Client or its licensors, as applicable.

Where no such materials are provided by the Client or its Users as Inputs and the Services generate, suggest, select, assemble, adapt or otherwise use any template, precedent, clause set, drafting framework, document structure, standard formulation or other reusable element in order to produce an Output, such element shall constitute a Generic Element and shall remain the exclusive property of AIDOCS STUDIO, notwithstanding the Client’s ownership of the specific Output delivered to it.

AIDOCS STUDIO shall be free to reuse, reproduce, adapt, modify, commercialize, license and otherwise exploit any Generic Elements for any purpose, provided that such use does not specifically identify the Client and does not disclose the Client’s Confidential Information or personal data except as permitted under the Agreement and applicable law.

The Client remains solely responsible for the use, communication, publication, disclosure and exploitation of the Outputs, including for ensuring compliance with applicable laws, professional obligations and third-party rights.

Third-Party AI Models

The Client acknowledges that the Services rely, in whole or in part, on artificial intelligence models, including large language models, developed and provided by third-party providers.

All intellectual property rights relating to such models, including their algorithms, architectures, parameters and training data, remain the exclusive property of their respective owners.

The Client has no right to access, use or exploit such models except indirectly through the Services, in accordance with the Agreement and the normal operation of the Services. No rights are transferred or sublicensed to the Client with respect to such models.

Feedback

Any feedback, comments or suggestions provided by the Client or its Users regarding the Services may be freely used by AIDOCS STUDIO for any purpose, including the development, improvement and operation of its services, without restriction, attribution or compensation, provided that such use does not disclose the Client’s Confidential Information.

INDEMNIFICATION

Indemnification by AIDOCS STUDIO

AIDOCS STUDIO shall indemnify and hold the Client harmless against any third-party claim alleging that the Services, as provided by AIDOCS STUDIO and used in accordance with the Agreement, infringe third-party intellectual property rights.

This indemnity does not apply to any claim arising from:

the content of the Outputs;
the Inputs or Client Data provided by the Client;
any modification of the Services or Outputs by the Client or a third party;
any combination of the Services or Outputs with elements not provided or authorized by AIDOCS STUDIO; or
third-party artificial intelligence models or services integrated into the Services, including their inherent limitations or applicable licensing conditions.

AIDOCS STUDIO shall assume control of the defense and settlement of any claim covered by this indemnity and shall bear any damages finally awarded pursuant to a final court decision or a settlement approved by AIDOCS STUDIO.

Where such a claim is raised or reasonably likely to be raised, AIDOCS STUDIO may, at its option and expense:

obtain the right for the Client to continue using the affected Services;
modify or replace the affected Services so as to eliminate the infringement; or
terminate the Agreement in whole or in part, with a pro rata refund of the Fees paid for the affected Services.

Indemnification by the Client

The Client shall indemnify and hold AIDOCS STUDIO harmless against any third-party claim, damages, losses, penalties, costs or expenses (including reasonable legal fees) arising out of or in connection with:

the Client Data or the Inputs submitted through the Services;
the Client’s or its Users’ use of the Services or the Outputs in breach of the Agreement, the AUP or applicable law;
any professional services, advice or deliverables provided by the Client to third parties based on or incorporating the Outputs; or
any allegation that the Outputs infringe third-party intellectual property rights.

Indemnification Procedure

The indemnification obligations under this Article apply provided that the indemnified Party:

promptly notifies the other Party of the claim;
provides all reasonably required assistance; and
grants the indemnifying Party control over the defense and settlement, without prejudice to the indemnified Party’s right to be assisted, at its own expense, by counsel of its choice.

LIABILITY

AIDOCS STUDIO shall not be liable for any indirect or consequential damages, including, without limitation, loss of profit, loss of business, loss of opportunity or loss of data.

AIDOCS STUDIO’s total aggregate liability arising out of or in connection with the Agreement, regardless of the legal basis, shall be limited to the Fees actually paid by the Client during the twelve (12) months preceding the event giving rise to the claim.

Nothing in the Agreement shall exclude or limit AIDOCS STUDIO’s liability in the event of willful misconduct (dol), gross negligence (faute lourde), or for any liability that cannot be excluded or limited under applicable law.

INSURANCE

Each Party represents that it maintains, for the duration of the Agreement, appropriate insurance coverage with a reputable and solvent insurance company to cover the liabilities it may incur in connection with the performance of the Agreement.

Each Party shall remain responsible for the payment of its own insurance premiums and deductibles.

Upon reasonable written request, each Party shall provide the other with evidence of the existence of such insurance coverage.

FORCE MAJEURE

Neither Party shall be liable for any failure or delay in the performance of its obligations under the Agreement, other than payment obligations, where such failure or delay results from a force majeure event within the meaning of Article 1218 of the French Civil Code.

The affected Party shall notify the other Party as soon as reasonably practicable of the occurrence of the force majeure event and of its expected duration.

The obligations affected by the force majeure event shall be suspended for the duration thereof.

If the force majeure event continues for more than three (3) months, either Party may terminate the Agreement by written notice, without liability.

SUSPENSION

AIDOCS STUDIO may temporarily suspend access to all or part of the Services where the Client or any User breaches the Agreement, the AUP or applicable law, or where suspension is required to protect the security, integrity or proper operation of the Services, or to comply with a legal or regulatory obligation.

Except in cases of urgency, AIDOCS STUDIO shall inform the Client in writing of the breach and grant the Client a period of fifteen (15) days to remedy it before any suspension takes effect.

Where immediate suspension is reasonably necessary (in particular for security, legal or technical reasons), AIDOCS STUDIO may suspend the Services without prior notice. In such case, AIDOCS STUDIO shall inform the Client as soon as reasonably practicable.

Suspension shall not release the Client from its payment obligations and shall not give rise to any refund, except where the suspension results solely from a breach by AIDOCS STUDIO.

TERMINATION

Either Party may terminate the Agreement in the event of a material breach by the other Party that remains uncured thirty (30) days after receipt of written notice specifying the breach.

Termination shall be without prejudice to any damages or remedies to which the non-breaching Party may be entitled.

Upon termination of the Agreement for any reason:

all Fees due and payable up to the effective termination date shall remain immediately payable;
where the Agreement is terminated due to a material breach by the Client, all Fees remaining due for the then-current Subscription Term shall become immediately due and payable, as consideration for the commitment entered into by the Client;
the Client shall immediately cease all use of the Services and the Documentation; and
the provisions which by their nature are intended to survive termination shall remain in effect.

APPLICABLE LAW AND DISPUTES

The Agreement is governed by French law.

In the event of any dispute arising out of or in connection with the Agreement, the Parties shall use their best efforts to seek an amicable resolution in good faith.

Failing an amicable resolution within thirty (30) days from written notification of the dispute by one Party to the other, either Party may refer the dispute to the competent courts.

Any dispute relating to the validity, interpretation, performance or termination of the Agreement shall be subject to the exclusive jurisdiction of the courts within the jurisdiction of the Court of Appeal of Paris (France).

MISCELLANEOUS

Entire Agreement

The Agreement constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior discussions, negotiations or agreements, whether written or oral.

Assignment

Neither Party may assign or transfer the Agreement, in whole or in part, without the prior written consent of the other Party.

By exception, AIDOCS STUDIO may assign or transfer the Agreement, in whole or in part, without the Client’s consent, in the context of a merger, demerger, consolidation, sale of assets, change of control or any similar transaction involving a universal transfer of assets under French law, provided that the assignee is not a direct competitor of the Client and continues to perform the Agreement in accordance with its terms.

Any such assignment shall release AIDOCS STUDIO from its obligations as from the effective date of the assignment.

Independence of the Parties

The Parties act as independent contractors. Nothing in the Agreement shall be deemed to create any relationship of subordination, partnership, agency or joint venture between the Parties. AIDOCS STUDIO’s personnel shall remain under its exclusive authority and responsibility.

Commercial Reference

The Client authorizes AIDOCS STUDIO to use the Client’s name, trade name and logo solely as a commercial reference, including on AIDOCS STUDIO’s website and in its marketing or commercial materials.

Such use shall be limited to identifying the Client as a customer of AIDOCS STUDIO and shall not imply any endorsement or partnership beyond the existence of the contractual relationship.

Any case study, testimonial or public communication describing in detail the Client’s use of the Services shall be subject to the Client’s prior written approval.

The Client may request that AIDOCS STUDIO cease using its name or distinctive signs as a commercial reference at any time, subject to reasonable prior notice.

Severability

If any provision of the Agreement is held to be invalid, illegal or unenforceable, it shall be deemed severed and shall not affect the validity or enforceability of the remaining provisions.

The Parties shall negotiate in good faith a valid provision intended to replace the invalid provision and reflecting, as closely as possible, the Parties’ original intent.

No Waiver

Any failure or delay by a Party to exercise any right or remedy under the Agreement shall not constitute a waiver of such right or remedy, nor prevent its subsequent exercise.

Interpretation

The Agreement is drafted in English. In the event of any translation or version in another language, the English version shall prevail.

Headings are included for convenience only and shall not affect the interpretation of the Agreement.

Notices

Any notice or communication under the Agreement shall be made in writing and may be sent by email or by any other means specified in the Specific Terms.

Notices to AIDOCS STUDIO shall be in French or English and sent to dataprivacy@aidocs.studio, with a copy by email to legal@aidocs.studio.

Changes to the Terms

AIDOCS STUDIO may amend these General Terms and Conditions, the Acceptable Use Policy and, where applicable, the Support and Service Level Agreement from time to time. Unless otherwise specified, any updated version shall become effective upon renewal of the applicable subscription term.

In the event the Client does not accept a material modification, it may elect not to renew the subscription at the end of the then-current term.

Effective date: March 30, 2026