Commercial Terms of Service Connaissance

A. Services

1. Overview: Subject to these Terms, Customer may use the Services, including to submit questions to the Services ("Inputs") and generate responses to its Inputs ("Outputs") and, together with Inputs, "Customer Content").
2. Beta Services: Connaissance may offer Services that are in pre-release, beta, or trial form ("Beta Services"). This means they are not suitable for production use and are provided "as is" on a temporary basis. Connaissance is not responsible for Customer's use of or reliance on Beta Services.
3. Feedback: If Customer chooses, in its sole discretion, to provide Connaissance with feedback regarding the Services, Connaissance may use such feedback without obligation to Customer.
4. Customer Content: As between the parties and to the extent permitted by applicable law, Connaissance agrees that Customer owns all Products and waives any rights it receives in Customer Content under these Terms. Connaissance does not intend to obtain rights in Customer Content under these Terms. Subject to Customer's compliance with these Terms, Connaissance hereby assigns to Customer its rights, titles and interests (if any) in the Outputs. Connaissance may not train models on Customer Content from paid Services.
5. Technical documentation and industrial equipment information: When the Services provide information relating to industrial, technical, or professional equipment, Customer acknowledges and agrees that:
   1. Source and reliability: This information comes from publicly accessible technical documentation, without contractual relationship with the manufacturers concerned. Connaissance does not guarantee that such documentation corresponds to the latest available versions or exact specifications of Customer's equipment.
   2. Customer obligations: Before any technical intervention, maintenance, repair, or operational decision-making based on this information, Customer undertakes to verify critical information directly with the equipment manufacturer, consult the most recent official documentation, ensure that procedures correspond to the exact version of its equipment, and comply with safety standards and regulations applicable to its industry sector.
   3. Professional usage limitation: The information constitutes decision support and in no way replaces certified professional technical expertise, official manufacturer training, or application of current industry standards.
   4. Customer responsibility: Customer assumes full responsibility for any technical intervention, operational decision, or recommendation transmitted to its employees, subcontractors, or customers based on information provided by the Services.
   5. International equipment manufacturer considerations: Customer acknowledges that equipment manufacturers may be located worldwide (including but not limited to Germany, China, United States, Japan, and other countries) and that documentation accuracy may vary based on local standards, translation quality, and update frequencies. Customer bears full responsibility for validating information across different jurisdictions and manufacturer practices.
6. Data confidentiality: If Customer submits personal data or personally identifiable information (collectively, "PII") to the Services, the Connaissance Data Processing Addendum in Annex A applies and is incorporated into these Terms by reference.

B. Trust and security — Restrictions

1. Compliance: Each party will comply with all laws applicable to the provision (for Connaissance) and use (for Customer) of the Services, including any applicable data privacy laws.
2. Acceptable Use Policy: Customer may only use the Services in accordance with these Terms, including the HeyJo Services Acceptable Use Policy (AUP), which is incorporated by reference into these Terms and may be updated by Connaissance. Customer must make reasonable efforts to ensure the same from its customers or suppliers who would use Connaissance Services or other end users ("Users"). Customer must cooperate with Connaissance's reasonable requests for information to support compliance with its AUP, including to verify the identity of Customer and such users and the use of the Services.
3. Output limitations; User notices: It is Customer's responsibility to evaluate whether Outputs are appropriate for Customer's use case, including when human review is appropriate, before using or sharing Outputs. Customer acknowledges, and must inform its Users, that factual assertions contained in Outputs should not be relied upon without independently verifying their accuracy, as they may be false, incomplete, misleading, or not reflect recent events or information. Customer further acknowledges that Outputs may contain content incompatible with Connaissance's views.
4. Specific warning for technical information: Customer particularly acknowledges that information relating to industrial equipment may present safety risks in case of obsolescence or inadequacy. Customer undertakes to implement appropriate validation procedures before any operational use.
5. Usage restrictions: Customer may not and must not attempt to (a) access the Services to create a competing product or service, including to train competing AI models, except with express approval from Connaissance; (b) reverse engineer or duplicate the Services; or (c) support a third party's attempt to adopt any of the restricted behaviors in this sentence. Customer and its Users may only use the Services in countries and regions supported by Connaissance.
6. Security: Customer will promptly inform Connaissance if it believes or knows that (a) the account it uses to access the Services has been compromised, or (b) Customer is subject to a denial of service or similar malicious attack that could negatively impact the Services.

C. Confidentiality

1. Confidential information: The parties may share information identified as confidential, proprietary, or similar, or that a party would reasonably understand to be confidential or proprietary ("Confidential Information"). Customer Content is Customer's Confidential Information.
2. Party obligations: The receiving party ("Recipient") may only use the disclosing party's ("Discloser") Confidential Information to exercise its rights and perform its obligations under these Terms. The recipient may only share the discloser's confidential information with its employees, agents, and advisors who need to know such confidential information and who are bound by confidentiality obligations at least as protective as those provided in these terms ("representatives"). The recipient will protect the discloser's confidential information against unauthorized use, access, or disclosure in the same manner that the recipient protects its own confidential information, and with at least reasonable diligence. The recipient is responsible for all acts and omissions of its representatives. The recipient will promptly inform the discloser if it suspects or knows that the discloser's confidential information has been breached and agrees to cooperate to mitigate further risks of loss or misuse.
3. Exclusions: The Recipient's obligations regarding Confidential Information do not apply if the Recipient demonstrates that the Discloser's Confidential Information was (a) already known to the Recipient at the time of disclosure by the Discloser, (b) disclosed to the Recipient by a third party without confidentiality obligation, (c) publicly accessible without fault on the part of the Recipient, or (d) independently developed by the Recipient without use of or access to the Discloser's Confidential Information. The recipient may disclose the discloser's confidential information to the extent required by law, court order, or administrative order, but will promptly inform the discloser of the required disclosure and cooperate fully with the discloser.
4. Request for destruction: The recipient will promptly destroy the discloser's confidential information upon request, except for copies in the recipient's automated backup systems, which will remain subject to these confidentiality obligations as long as they are retained.

D. Intellectual property

1. General principle: Except as expressly stated in these Terms, these Terms do not grant either party any rights or the other's content or intellectual property, implicitly or otherwise.
2. Intellectual property of third-party technical content:
   1. Manufacturer rights: Schemas, documentation, technical specifications, and information from equipment manufacturers remain the exclusive property of their respective holders.
   2. Informational use: Connaissance's use of these elements is part of a technical information and industrial maintenance assistance approach, without direct commercial intent on such content.
   3. No affiliation: Connaissance is not affiliated with any equipment manufacturers and does not claim to represent or be approved by such manufacturers.
   4. Removal procedure: Any rights holder may request removal of its content by contacting support@heyjo.ai. Connaissance will proceed with removal as promptly as possible.
3. Customer indemnification: Customer undertakes to indemnify and hold Connaissance harmless from any liability in case of third-party claims relating to its use of technical information provided by the Services, notably in case of: unauthorized commercial use of schemas or documentation; intellectual property rights infringement resulting from its exploitation of information; claims from manufacturers regarding use of their technical documentation; transmission of erroneous or obsolete information to its own customers. International manufacturer protection: Given the global nature of equipment manufacturers, Customer acknowledges additional risks associated with cross-border intellectual property enforcement and agrees to indemnify Connaissance against claims from manufacturers in any jurisdiction worldwide, regardless of local IP laws or enforcement mechanisms.

E. Publicity

Client identification and co-marketing: Connaissance may use Customer's name and logo to publicly identify Customer as a client of the Services. Customer will review in good faith any request from Connaissance to (1) provide a quote from a Customer executive regarding Customer's motivation to use the Services that Connaissance may use publicly and (2) participate in public co-marketing activity.

F. Fees

1. Fee payment: Customer is responsible for fees incurred on its account, at rates specified in the Rate Schedule, unless otherwise agreed between the parties. Connaissance may require prepayment of Services. Connaissance may update published rates, to take effect 30 days after publication of updates by Connaissance or Customer otherwise receives notice.
2. Taxes: Fees do not include taxes, duties, or assessments that may be due by Customer for use of the Services ("Taxes"), unless otherwise indicated in the applicable invoice. Customer is responsible for remitting all necessary withholdings to the competent authority in a timely manner and providing Connaissance with proof upon request. When law provides for reduction or elimination of tax withholdings, including through tax treaties, the parties will collaborate in good faith to do so. For clarity, Customer must pay Connaissance the amount ("Gross-up Payment") that will ensure Connaissance receives the same total amount it would have received if no such withholding or reduction had been required by Customer (taking into account all applicable taxes (including taxes imposed on the gross-up payment)).
3. Billing: Failure to pay Connaissance the full amount due at maturity may result in suspension or termination of Customer's access to the Services. Connaissance reserves all other collection rights it may have.

G. Termination and suspension

1. Term: These Terms take effect on the Effective Date and continue until terminated (the "Term").
2. Termination: After the termination date, either party may terminate these Terms at any time for convenience with notice, except that Connaissance must provide 30 days' notice. Either party may terminate these Terms in case of material breach by the other party by providing 30 days' notice detailing the nature of the breach, unless remedied within such period. Connaissance may terminate these Terms immediately without notice if Connaissance believes or reasonably determines that Connaissance's provision of Services to Customer is prohibited by applicable law or violates these terms in a way that may cause significant direct harm to Connaissance.
3. Suspension: Connaissance may suspend Customer's access to all or part of the Services if: (a) Connaissance believes or reasonably determines that (i) there is a risk or attack against any of the Services; (ii) Customer or any User uses the Services in violation of sections B.1 (Compliance), B.2 (Acceptable Use Policy) or B.4 (Usage restrictions); or (iii) Connaissance's provision of Services to Customer is prohibited by applicable law or would result in a material increase in the cost of providing Services; or (b) a Connaissance supplier has suspended or terminated Connaissance's use of any third-party service or product required to enable Customer to access the Services (each, a "Service Suspension"). Connaissance will make reasonable efforts to provide written notice of any service suspension to customer, and will resume access to services, as soon as reasonably possible after the event giving rise to the service suspension is corrected, if applicable. Connaissance will have no liability for any damage, liability, loss (including any loss of data or profits), or other consequence that Customer may incur due to a Service Suspension.
4. Effect of termination: Upon termination, Customer will no longer be able to access the Services. The following provisions will survive termination or expiration of these Terms: (a) Sections C (Confidentiality), E (Publicity), F (Fees), G.4 (Effect of termination), H (Disputes), I (Indemnification), J.2 (Disclaimer of warranties), J.3 (Liability limitations) and K (Miscellaneous); b) any provision or condition that must survive to achieve its essential purpose.

H. Disputes

1. Differences: In case of dispute, claim, or controversy relating to these Terms ("Dispute"), the parties will first attempt in good faith to resolve the matter informally. The party raising the Dispute must inform the other party ("Dispute Notice"), which will have 15 days from the date of delivery of the Dispute Notice to propose a time when the parties will meet with executives of appropriate level to attempt to resolve the Dispute. If the parties have not resolved the dispute within 45 days of sending the dispute notice, either party may seek to resolve the dispute through arbitration, as indicated in section H.2 (Arbitration).
2. Arbitration: Any dispute will be decided by final and binding arbitration in accordance with the region-specific processes below. Judgment on any award rendered through the arbitration procedure applicable in this section H.2 (Arbitration) may be entered by any competent court. For Customers worldwide: Disputes will be decided by a sole arbitrator in Versailles, France, in accordance with the UNCITRAL Arbitration Rules currently in force, conducted in English or French at the arbitrator's discretion. The appointing authority is the president of the commercial court of Versailles, then the president of the court of instance.
3. Equitable relief: This section H (Disputes) does not prevent either party from seeking equitable relief.

I. Indemnification

1. Claims against Customer: Connaissance will defend Customer and its personnel, successors and assigns against any Customer Claim (as defined below) and will indemnify them for any judgment that a competent court awards to a third party on such Customer Claim or that an arbitrator awards to a third party under any settlement approved by Connaissance of such Customer Claim. "Customer Claim" means a claim, lawsuit, or proceeding by a third party alleging that Customer's paid use of the Services (which includes data that Connaissance has used to train a model that is part of the Services) in accordance with these Terms or Outputs generated by such authorized use violates the patent, trade secret, trademark, or copyright rights of a third party.
2. Claims against Connaissance: Customer will defend Connaissance and its personnel, successors and assigns against any "Connaissance Claim" (as defined below) and will indemnify them for any judgment that a competent court awards to a third party on such "Connaissance Claim" or that an arbitrator awards to a third party under any settlement approved by Customer of such "Connaissance Claim." "Connaissance Claim" means any claim, lawsuit, or proceeding by a third party related to: (a) Customer's or its Users' Inputs; (b) use of the Services in violation of the AUP, Connaissance Service-specific Terms or Section B.4 (Usage restrictions); or (c) claims by equipment manufacturers relating to Customer's unauthorized use, modification, or redistribution of their technical documentation. International manufacturer claims: Customer's indemnification obligations specifically include claims by manufacturers located in any jurisdiction worldwide, regardless of local intellectual property laws, enforcement mechanisms, or jurisdictional complexities, including but not limited to claims arising from cross-border usage of technical documentation. "Connaissance Claims" and Customer Claims are each a "Claim," as applicable.
3. Exclusions: Neither party's defense or indemnification obligations will apply to the extent the underlying allegation arises from fraud, willful misconduct, violation of law, or violation of the Agreement by the indemnified party. Additionally, Connaissance's defense and indemnification obligations will not apply to the extent the Customer Claim arises from: (a) modifications made by Customer to the Services or Outputs; (b) combination of the Services or Outputs with technology or content not provided by Connaissance; (c) Inputs or other data provided by Customer; (d) use of the Services or Outputs in a manner that Customer knows or should reasonably know violates or infringes others' rights; e) implementation of a patented invention contained in an output; or (f) alleged trademark violation based on use of a product in commerce.
4. Process: The indemnified party must promptly inform the indemnifying party of the relevant claim and will cooperate reasonably in the defense. The indemnifying party will retain the right to control the defense of such claim, including choice of counsel, strategy and conduct of any litigation or appeal, and any negotiation, settlement or compromise, except that the indemnified party will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires it to admit wrongdoing or liability or subjects it to a continuing affirmative obligation. The indemnifying party's obligations will be excused if any of the following significantly prejudices the defense: (a) the indemnified party's failure to provide prompt notice of the claim; or (b) failure to reasonably cooperate in the defense.
5. Sole remedy: To the extent covered by this Section I (Indemnification), indemnification is each party's sole and exclusive remedy under these Terms for any third-party claims.

J. Warranties and liability limitations

1. Warranties: Each party represents and warrants that (a) it is authorized to enter into these Terms; and (b) that the conclusion and performance of these Terms will not violate any of its corporate rules, if applicable. Customer further represents and warrants that it has all rights and authorizations required to submit Inputs to the Services.
2. Disclaimer of warranties: EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN THESE TERMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW (A) THE SERVICES AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND; AND (B) Connaissance OFFERS NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THIRD-PARTY PRODUCTS OR SERVICES, INCLUDING THIRD-PARTY INTERFACES. Connaissance EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY IMPLIED WARRANTY ARISING FROM LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE. Connaissance DOES NOT WARRANT AND DISCLAIMS ALL LIABILITY THAT THE SERVICES OR RESULTS ARE ACCURATE, COMPLETE OR ERROR-FREE OR THAT THEIR USE WILL BE UNINTERRUPTED. REFERENCES TO A THIRD PARTY IN OUTPUTS SHOULD NOT SIGNIFY THAT IT ENDORSES OR OTHERWISE WORKS WITH Connaissance. Specific exclusion for industrial equipment documentation: Connaissance expressly disclaims any warranty concerning the accuracy, completeness, updating, or adequacy of third-party equipment technical documentation integrated into the Services. This information is provided for informational purposes only and does not constitute professional technical advice, operational recommendations, or certifications of compliance with industry standards. International equipment disclaimer: Given the global nature of equipment manufacturers and varying international standards, Connaissance specifically disclaims warranties related to compliance with local regulations, safety standards, or manufacturer-specific requirements across different jurisdictions.
3. Liability limitations: Each party's liability, as well as that of its affiliates and licensors, for any damages arising from or related to these Terms (i) excludes consequential, incidental, special, indirect, or exemplary damages, including loss of profits, business, contracts, revenue, goodwill, production, anticipated savings, or data, and costs of acquiring substitute goods or services and (ii) is limited to Fees actually paid by Customer for the Services in the preceding month. The liability limitations set forth in this section J.3 (Liability limitations) do not apply to either party's obligations under section I (Indemnification). THE LIABILITY LIMITATIONS SET FORTH IN THIS SECTION J.3 (LIABILITY LIMITATIONS) APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) TO TORT LIABILITY, INCLUDING NEGLIGENCE; (C) REGARDLESS OF THE FORM OF ACTION, WHETHER CONTRACTUAL, TORT, STRICT PRODUCT LIABILITY OR OTHERWISE; (D) EVEN IF THE DEFAULTING PARTY IS INFORMED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND E) EVEN IF THE INJURED PARTY'S REMEDIES DO NOT ACHIEVE THEIR ESSENTIAL PURPOSE. The parties agree that they entered into these Terms based on the conditions of this Section J.3 (Liability limitations) and that these conditions constitute an essential basis of the agreement between the parties.

K. Miscellaneous

1. Notices: All notices, requests, waivers and other communications under these Terms (each, a "Notice") must be made in writing. Except for notices related to arbitration requests or when equitable relief is sought, any notice provided under these terms may be delivered electronically to the customer's address or other authorized addresses provided to Connaissance; and to Connaissance if to Connaissance. Notice only takes effect: (i) upon receipt by the receiving party, and (ii) if the party giving notice has complied with all requirements of this section K.1 (Notices).
2. Electronic communications: Customer agrees to receive electronic communications from Connaissance based on Customer's use of the Services and related to these Terms. Except where prohibited by applicable law, electronic communications may include email, through the Services or Customer's management dashboard, or on the Connaissance website. Connaissance may also provide electronic communications by text or SMS regarding Customer's use of the Services or at Customer's request to Connaissance. If Customer wishes to stop receiving such messages, it may make the request to Connaissance or reply to such SMS with "STOP."
3. Amendment and modification: Connaissance may update these Terms at any time, to take effect 30 days after publication of updates by Connaissance or after Customer otherwise receives Notice. However, updates made in response to changes in law or regulation take effect immediately upon publication or Notice. Modifications will not apply retroactively. No other amendment or modification of these Terms is effective unless it is written and signed by both parties. Failure to exercise or delay in exercising any right or remedy arising from these Terms does not constitute and will not be interpreted as a waiver; and no single or partial exercise of a right or remedy will prevent future exercise of that right or remedy.
4. Assignment and delegation: Neither party may assign its rights or delegate its obligations under these Terms without the prior written consent of the other party. However, Connaissance may assign its rights and delegate its obligations in connection with a sale of all or substantially all of its business. Any purported assignment or delegation is null and void, except in cases authorized above. No authorized assignment or delegation will release the contracting party or assignees from their obligations under these Terms. These terms will bind and apply for the benefit of the parties and their respective authorized successors and assigns.
5. Severability: If any provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms nor invalidate or render unenforceable such term or provision in any other jurisdiction. If it is determined that a term or other provision is invalid, illegal, or unenforceable, the parties will negotiate in good faith to modify these terms to reflect as closely as possible the original intent of the parties.
6. Interpretation: These Terms will be interpreted mutually, with neither party being considered the drafter. Document and section headings are provided for convenience and will not be interpreted. The expressions "for example" or "including" or "or" are not limiting.
7. Applicable law; Venue: These Terms are governed and interpreted in accordance with Applicable Laws, without giving effect to any provision relating to the choice of applicable law. "Applicable Laws" means French Laws regardless of Customer location. All lawsuits, actions, or proceedings related to these Terms that do not need to be resolved by arbitration in accordance with Section H (Disputes) will be brought exclusively in the Venue, and each party irrevocably submits to its exclusive jurisdiction. "Venue" means the French courts in Versailles. By using the Services, Customer expressly consents to French jurisdiction regardless of Customer's country of residence or place of business.
8. Export and sanctions: Customer is not authorized to export or provide access to the Services to persons or entities, or to countries or for uses where this is prohibited by European or American law or any other applicable international law. Without limiting the scope of the preceding sentence, this restriction applies (a) to countries where export to that country would be prohibited or illegal without prior obtaining the appropriate license, and (b) to persons, entities, or countries covered by European or American sanctions.
9. Integration: These Terms (including other documents or terms that are incorporated by reference into these Terms) constitute the entire agreement between the parties regarding the provision and use of the Services. These Terms supersede all other agreements or accords between the parties concerning the Services. If Customer has also accepted Connaissance Terms of Service for consumers, these Terms prevail.
10. Force majeure: Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its control.

Exhibit A: Connaissance Data Processing Addendum

1. Scope and application: This Data Processing Addendum ("DPA") applies to Connaissance and its processing of Personal Data in connection with Connaissance's provision of Services to Customer (as defined in the Agreement). Unless expressly stated otherwise in the Agreement, this DPA will take effect and remain in effect for the duration of the Agreement. Connaissance and Customer may each be referred to herein as a "Party" or collectively as the "Parties."
2. Contact and reporting: For questions about this policy or to report violations, contact us at support@heyjo.ai.
3. Governing Law: This policy is governed by French law and any disputes will be subject to the exclusive jurisdiction of French courts, regardless of user location or the international nature of any violation.