NA3D is a simplified joint-stock company with a capital of €30,360, registered with the Evry Trade and Companies Register under number 849 563 481, whose registered office is located at 22 Place de la Gare - 91800 Brunoy, represented by its president, Mr. Nicolas Chalons (hereinafter "NA3D").

NA3D is an IT development company specializing in the design and publishing of software. It has notably developed extensive expertise and competence in the creation of SaaS solutions and offers professionals an online platform for creating, publishing, and distributing professional training courses and managing learner populations, called "Autrice" (hereinafter the "Service") and accessible from the website: https://autrice.ai/

These general terms and conditions of sale for the Service offered by NA3D (hereinafter the "General Terms and Conditions" or the "Contract") govern its relationship with users who have subscribed to the offers provided directly online or via the issuance of a quote and an invoice by NA3D (hereinafter the "Subscriber").

Reminder: It is reminded that this service is intended exclusively for natural and legal persons acting for professional purposes, excluding the application of the provisions of the French Consumer Code.The Subscriber acknowledges having read and accepted without reservation the General Terms and Conditions and the Data Protection Policy prior to placing any order(s) for Services. The obligations and duties arising from the General Terms and Conditions apply to the Subscriber and NA3D (hereinafter collectively or individually referred to as the "Party(ies)") on the date of order confirmation by NA3D.

The General Terms and Conditions apply for the duration of use of the Services. Failing this, and in particular in the event of suspension or early termination of the use of the Services, the Subscriber remains obligated to pay the full subscription fee and is not entitled to any refund.

The following was therefore agreed:

Article 1. Purpose and duration of the contract

1.1. The purpose of the Contract is to define the conditions under which NA3D offers an interface and digital tools enabling the Subscriber to access, use and/or operate certain software and other online services of NA3D described in the appendix (hereinafter, the "Services").
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1.2. In consideration of the services offered, the Subscriber undertakes to pay NA3D the sums defined in NA3D's pricing policies (hereinafter the "Price") and to honor the various obligations and duties contained in the Contract.
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The Subscriber acknowledges and accepts that the legal provisions relating to distance selling, as set forth in the French Consumer Code, stipulate that the right of withdrawal does not apply to online services (Article L 121.20.4 of the French Consumer Code). Therefore, for any service order placed with NA3D, the Subscriber has no right of withdrawal.
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1.3. The Contract is concluded for an indefinite period and remains in effect as long as the Subscriber uses the Services. Failing this, and in particular in the event of suspension or early termination of the Service, the Subscriber remains liable for full payment of all sums due and is not entitled to any refund. The Service is made available for an indefinite period, and the Subscriber may terminate it at any time in accordance with the applicable terms and conditions.

Article 2. Obligations of the parties
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2.1. Obligations of NA3D
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2.1.1. Under the Contract, NA3D declares and warrants that it possesses sufficient expertise in new technologies and communication to perform the services covered by the Contract in full compliance with best practices and with all due diligence.
Given the nature of the obligations and tasks presented, the Parties agree that the services performed by NA3D under the Services are subject to an obligation of means.
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2.1.2. NA3D makes every effort to ensure that the Services are available from any computer using the login credentials created online by the user or by NA3D during registration, almost continuously, 24/7, with a minimum uptime of 99% on a monthly basis, excluding cases of force majeure and scheduled maintenance periods. The uptime percentage is calculated by dividing the number of minutes the Service is available during the applicable month by the total number of minutes in the month (24 hours x 60 minutes x 28, 29, 30, or 31 days, depending on the month), excluding certain exceptions.

However, NA3D may need to interrupt these services due to operational and maintenance constraints. Therefore, NA3D cannot guarantee the constant availability of the Services.

To ensure the proper functioning of the Services, it is specified that their use is optimized for the latest versions of Edge (version 128 and above), Chrome (version 128 and above), and Firefox (version 128 and above). It is the Subscriber's responsibility to verify that their computer configuration allows them to use the Services and their features.

Furthermore, it is specified that the Internet network and the computer and telecommunications systems used by the Subscriber to access and use the Services are not error-free, and interruptions and outages may occasionally occur. NA3D cannot provide any guarantee in this regard and therefore cannot be held liable for any damages inherent in said use of the Internet network and computer and telecommunications systems, including, but not limited to:
(a) poor transmission and/or reception of any data and/or information over the Internet;
(b) external intrusion;
(c) failure of any receiving equipment or communication lines;
(d) any other malfunction of the Internet network preventing the proper functioning and/or operation of the Services.

2.1.3. Finally, the Services may contain images and/or hyperlinks to websites operated by third parties (hereinafter "Third-Party Sites"). NA3D has no control over Third-Party Sites and assumes no responsibility for them. These links are provided for informational purposes only, and the decision to visit these Third-Party Sites rests solely with the Subscriber.

2.1.4. The Subscriber acknowledges that additional conditions apply to access certain software, including the signing of license agreements and/or acceptance of end-user license agreements from the publishers of third-party software accessible through the Services, who own all related intellectual property rights. This information is available on the websites of the publishers concerned or upon request from NA3D.

2.2. Obligations of the Subscriber

2.2.2. Before using the Services, the Subscriber agrees to review all terms and conditions, including technical and financial terms, associated with the Services and to examine all available documentation, configurations, options, and service offerings to ensure the Services meet their needs. The Subscriber acknowledges that access to all or part of the Services may be subject to additional conditions, particularly those imposed by third-party providers who are partners of NA3D.

2.2.1. The Subscriber agrees to provide NA3D with all necessary or useful information and elements for the performance of said services within the timeframes required for the proper execution of the services covered by this agreement. The Subscriber guarantees that all information and documents that have been or will be provided to NA3D are and will be accurate, precise, and unambiguous.

NA3D shall not be held liable for any losses, damages, or deficiencies resulting from inaccurate, incomplete, or otherwise defective information or documents provided by the Subscriber.

2.2.2. The Services provided under these Terms and Conditions are provided "as is" without warranty of any kind. NA3D excludes all warranties, whether oral or written, express or implied, including, but not limited to, any warranty of quality, functionality, fitness for a particular purpose.

The Subscriber assumes all risks related to the use or performance of the Services.

2.2.3. NA3D shall in no event be liable to the Subscriber for any damages whatsoever, whether direct or indirect (including business interruptions, lost profits, loss of information, files or other pecuniary losses without this list being exhaustive) arising out of the Contract, the use or inability to use the Services, even if NA3D has been advised of the possibility of such damages.

Article 4. Amendment‍

The Parties acknowledge that the content of the Services and their pricing terms may evolve and be modified at any time by the Parties, with the Subscriber's express consent to the changes proposed by NA3D. Price changes will not affect current annual Services but will apply from the next renewal date. In this case, NA3D will inform the Subscriber by email of any amendment within forty-five (45) calendar days prior to the effective date of said amendment for the Subscriber.

The Subscriber may notify NA3D of their refusal to continue using the Services by terminating the Contract, subject to a notice period of thirty (30) days before the automatic renewal date of their commitment to the Services, by sending an email to resiliation@autrice.ai. The Subscriber's failure to terminate the Contract will constitute acceptance of all proposed amendments.

Article 5. Contract Execution
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5.1. The Parties undertake to perform in good faith the obligations incumbent upon them under the Contract and to ensure the availability, cooperation, and competence of their personnel for the proper execution of the Contract.

5.2. NA3D employees assigned to the performance of the services covered by the Contract remain, under all circumstances, under the administrative control and the exclusive hierarchical and disciplinary authority of NA3D. As the sole employer of said personnel, NA3D is responsible for the social and administrative management of its employees.

5.3.  In order to ensure the highest quality of services, the Subscriber authorizes NA3D to subcontract a portion of its obligations under the Contract, as the latter deems necessary. Any subcontractor involved in the provision of Services in accordance with the preceding paragraph shall be bound by this Contract and its appendices.

Article 6. Intellectual Property.

6.1. NA3D is the sole owner of the Services in all its components, including, without limitation, NA3D trademarks and logos, visual interfaces, graphics, design, compilation, information, software, computer code (including source code or object code), services, texts, images, data, audio files, other files and the selection and arrangement thereof (collectively, the "Materials"), protected by intellectual property rights and associated legal and regulatory provisions, notwithstanding the rights of third parties in third-party software accessible from the platform via an API system.

6.2. Subject to the terms and conditions set forth in the General Terms and Conditions, NA3D grants the Subscriber a personal, limited, non-assignable, and non-transferable license to access the Services. This license does not permit the Subscriber to engage in any of the following activities:
(a) the resale or commercial use of the Services and Materials;
(b) the distribution, public performance, or public display of the Materials;
(c) the modification or any other derivative use of the Services or Materials, or any part thereof;
(d) the use of any data mining method, robots, or similar data gathering or extraction methods;
(e) the downloading (except for page caching) of any part of the Services, Materials, or any information contained therein, except as expressly permitted on the Services;
or (f) any use of the Services or Materials except as expressly permitted.

6.3. Any use of the Services and any information associated with the Contract, except as expressly permitted in these Terms and Conditions, without the prior written consent of NA3D, is strictly prohibited and may constitute an infringement of intellectual property rights or other laws. NA3D reserves all rights not expressly granted in these Terms and Conditions.

6.4. The Subscriber remains the sole owner of intellectual property rights to the content he/she produces through his/her use of the Services.

‍6.5. The Subscriber declares that they hold the intellectual property rights to the content they create through the Services. They indemnify NA3D against any legal or factual harm resulting from their own actions or those of a third party related to these intellectual property rights.

NA3D reserves the right to remove content produced by the Subscriber, suspend payments, and/or ban the Subscriber at any time, without prior notice, in the following cases:

‣ if the Subscriber or any of its content produced via the Services does not comply with NA3D's policy or these terms and conditions;

‣ if the Subscriber engages in conduct that may have adverse repercussions on the Services or publicly cause discredit, contempt, scandal or ridicule on the Services;

‣ if the Subscriber uses the services of a specialist or other business partner that would violate NA3D's policies or these terms and conditions.

6.6. The Subscriber agrees that the content they create through the Services will comply with applicable French and European laws and regulations. They agree not to use the Services to create content that is contrary to public order or morality, and not to infringe upon the rights of individuals or the rights of third parties.

In this respect, it is specifically prohibited to create and publish content containing elements that would be:

‣ of a nature to infringe on the privacy of others, the right to one's image or containing personal data;

‣ of a sexual nature;‣ of a false or misleading nature, or counterfeit;

‣ of a racist or defamatory, vulgar or insulting, aggressive or violent nature, expressed for the purposes of propaganda, proselytizing, political, religious or sectarian purposes;

‣ likely to infringe any intellectual property right held by a third party (trademark, copyright, design and model, patent);

‣ may require NA3D to obtain licenses from a third party or pay royalties to a third party, including royalty payments for the public performance of a musical work or sound recording.

The Subscriber also agrees not to publish or transmit unsolicited or unauthorized advertising, spam, or junk mail through the Services.

Article 7. Advertisement

7.1. The Subscriber authorizes NA3D to use the Subscriber's name, reproduce its logo, any identifying visual element, and mention the existence of the Contract as a commercial reference.

The Subscriber authorizes NA3D to include its name on a reference list or in any advertising initiated by NA3D.

If the Subscriber's logo is provided to NA3D for the purposes of the Contract, NA3D undertakes to strictly respect the logo and not to harm the Subscriber's image and reputation.

7.2. The Subscriber undertakes, in the context of any commercial promotion of the Services operated under the Contract, to mention the name of NA3D as publisher of the Services, and/or, where applicable, the references of the third-party publishers who are partners of NA3D and holders of the copyright on the Content presented.

7.3. Image rights

The Subscriber may publish videos of themselves when creating content through the Services. To this end, the Subscriber authorizes NA3D to capture and reproduce their image in connection with their use of the Services.

NA3D expressly prohibits itself from using photographs and videos uploaded by the Subscriber through the Services in a manner that could infringe upon the Subscriber's privacy or reputation.

Article 8. Confidentiality

8.1. The Parties expressly agree not to disclose any technical, commercial, or other information, regardless of the medium, acquired through the delivery or creation of documents, or orally, concerning the activities of the Parties and potentially those of their partners. Study notes, plans, calculations, software, results, etc., are considered equivalent to documents. Without the written authorization of the owning Party, the Party may not communicate to third parties any information or results obtained during its work.

This provision covers not only information transfers but also publications, exchanges during meetings, communications, or conferences. Violation of the foregoing commitments may result in the application of the provisions of the Penal Code relating to the obligation of trade secrecy to the offending Party.

8.2. These confidentiality provisions shall remain in effect as long as the information covered by this agreement has not entered the public domain, provided that no breach of any of the obligations arising from this agreement has occurred.

In the event of a breach of the confidentiality obligation, the aggrieved party shall reserve the right, for each breach, to claim damages as compensation for the harm suffered.

In the event of termination, cancellation, or lapse of the contract, the Parties agree to:

‣ return all documents, including computer media, provided by the owning Party;

‣ destroy any intermediate documents created by the Subscriber, including computer media;

‣ erase any recordings made on the hard drive or any other media;

‣ also destroy any residual documents such as drafts and additional copies produced by the Subscriber.

Content produced using the Services by the Subscriber will be destroyed by NA3D within 45 days of the termination of the contract with the Subscriber.

Article 9. Data Protection Act & GDPR

To provide access to the Services and to allow browsing on the autrice.ai website, NA3D processes the Subscriber's personal data. For more information, the Subscriber can consult NA3D's privacy policy, accessible at any time on the autrice.ai website, at the bottom of the page.

NA3D may also use cookies. For more information, the Subscriber can consult NA3D's Cookie Policy, also accessible at any time on the website, at the bottom of the page.

Article 10. Termination

10.1. The Parties are free to terminate the Contract at any time by emailing resiliation@autrice.ai, subject to a one (1) month notice period, which will take effect at the end of the remaining term of the Services. The Subscriber remains solely responsible for any fees incurred with NA3D or third-party content providers prior to termination.

10.2. In the event that the Contract is terminated or cancelled by NA3D, in particular for breach or failure to comply with the Subscriber's contractual obligations not remedied within six (6) calendar days, for illegal, fraudulent or harmful conduct or activity by the Subscriber, NA3D reserves the right to take legal action to obtain compensation for any damages that NA3D may have suffered.

10.3. The Subscriber acknowledges that the sums paid under the Contract constitute a final settlement which, in the event of termination or non-use, will not give rise to any refund or compensation from NA3D.

Article 11. Miscellaneous provisions

11.1. Any notification concerning the Contract must be sent by registered letter with acknowledgment of receipt, addressed to the head office of NA3D.

11.2. The Contract, its preamble and its annexes which form an integral part thereof, contain the entire agreement of the Parties concerning its subject matter. It supersedes and cancels any prior agreement, written or oral, that may have been entered into between the Parties relating to the subject matter of the Contract.

11.3. In the event that any provision of the Contract is null and void, the Parties shall endeavor to replace it with a provision of the closest legal and economic effect, and the other provisions shall continue to produce their effect in accordance with the intentions of the Parties, as they result from the Contract.

11.4. The fact that NA3D does not at any time invoke any of the clauses of the Contract or a failure by the other Party to fulfill any of the obligations referred to in the Contract cannot be interpreted as a waiver by NA3D of its right to invoke any of said contractual stipulations at a later date.

11.5. The Parties shall not be liable for the non-performance of their obligations in the event of force majeure. Force majeure shall exist when an event beyond the control of a Party, which could not reasonably have been foreseen at the time of the conclusion of the Contract and whose effects cannot be avoided by appropriate measures, prevents the performance of its obligation.

If the impediment is temporary, performance of the obligation is suspended, unless the resulting delay justifies termination of the contract. If the impediment lasts for more than one month, the parties must consult with each other as soon as possible to examine the contract's status in good faith.

If the impediment is permanent, the contract is automatically terminated under the conditions set forth in Articles 1151 and 1151-1 of the French Civil Code, at the discretion of the party affected. Without this list being exhaustive, it is expressly agreed that the following events are considered to be cases of force majeure: occurrence of a natural disaster, earthquake, storm, fire, flood etc., armed conflict, war, attacks, labor dispute, total or partial strike at NA3D, labor dispute, total or partial strike at distributors, service providers, carriers, postal services, public services, etc., mandatory injunction of public authorities (import ban, embargo, etc.), operating accidents, machine breakdown, explosion, failure of NA3D.

Each Party shall inform the other party, without delay, of the occurrence of a force majeure event of which it becomes aware and which, in its view, is likely to affect the performance of the contract.

11.6. To cover any liabilities it may incur under this Agreement, each Party undertakes to take out all necessary insurance policies to cover (i) its professional, tortious, or other civil liability and (ii) the specific guarantees granted by NA3D in this Agreement, with an approved insurance company.

NA3D guarantees that it complies with French tax and social security legislation, is up-to-date with the payment of social security contributions, and is able to provide proof of compliance with the various applicable obligations in this regard upon the Subscriber's first request.

11.7. Unless expressly authorized in writing by NA3D, the Subscriber may not sell, rent, transfer, share, or grant access to the rights associated with the Agreement to anyone else, including, but not limited to, charging anyone for access to administrator rights to their account. NA3D reserves all available legal rights and remedies to prevent unauthorized use of the Services, including, but not limited to, technological barriers, IP mapping, and, in serious cases, contacting the Subscriber's Internet Service Provider (ISP) directly regarding such unauthorized use.

11.8. It is expressly agreed that the data from the information system of NA3D or its subcontractors, such as connection logs, consumption records, order and payment summaries, Service management reports or others, are fully enforceable against the Subscriber and admissible including in the context of legal proceedings.

Article 12. Applicable law & jurisdiction

12.1. The Contract is subject to French law.

12.2. The Parties agree that, before initiating legal proceedings, they will seek an amicable solution to their dispute. To this end, the Party that believes a dispute has arisen will notify the other Party by registered letter, outlining the terms of the dispute.

A meeting must take place within fifteen (15) calendar days of the date of this letter, and if no amicable solution is reached within thirty (30) calendar days, either Party may initiate any legal proceedings it deems appropriate.

12.3. Any dispute concerning the validity, interpretation or performance of the Contract which cannot be resolved amicably by the Parties shall be brought before the competent courts of Paris, France.