Terms & Conditions | Globeholder AI

Preamble

Welcome to Globeholder.ai! Our platform provides access to Globeholder.ai's geospatial foundational models and universal embeddings alongside a range of complementary services (the "Services").

This agreement (the "Agreement") is entered into by and between Globeholder.ai a French simplified joint-stock company, registered in France ("Globeholder.ai" or "Us", also referred to with the possessive adjective "Our") and any person who uses, accesses or subscribes to the Services ("You" or the "Customer").

These Terms of Use apply to any Subscription, use and/or access to the Services by You. By subscribing, accessing or using the Services, You expressly agree to abide by and be bound by this Agreement.

1. Definitions

The capitalized words in this document shall have the meaning set forth below:

"Account": means Your account on the Platform. "Agreement" or "Service Agreement": means the agreement entered into by and between Globeholder.ai and You, composed of (a) these Terms of Use, (b) where applicable, the applicable Terms of Service and (c) all materials referred or linked to in the above mentioned documents, as may be amended from time to time. "Anomaly": means any anomaly affecting the proper functioning of the Services. "Applicable Data Protection Law": means (i) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 applicable since 25 May 2018 (the "GDPR") and (ii) the data protection laws and regulations applicable in France. "Authorized Users": means the Professional Customer's employees and/or independent contractors, allowed by the Professional Customer to access and use the Services, subject to the Authorized Users' compliance with this Agreement. "Billing Cycle": means the frequency at which the Customer is billed for the Fees, based on the Customer's Subscription Plan. "Business Hours": means from 9 am to 6 pm on a Business Day. "Business Days": means from Monday to Friday, excluding French public holidays. "Customer Application": means the application edited and operated by the Customer under its sole control and responsibility, that the Customer may connect to the Platform to use certain Services. "Data Controller": means the legal person who determines the means and the purposes of the processing of Personal Data. "Data Processor": means the legal person that processes the Personal Data on behalf of the Data Controller and under its documented instructions. "Effective Date": means the earlier of (i) the date You first use the Services or (ii) the date You accept these Terms of Use. "Fees": means the fees paid or payable by the Customer under this Agreement in consideration for the Paid Services. "Filters": means the automatic mechanisms such as moderation prompts implemented by Globeholder.ai designed to screen or remove offensive, inappropriate or illicit content from the Output. "Identifiers": means Your email address and password required to log into Your Account. "Globeholder.ai's Intellectual Property": means the Model(s), the Services, and any trade names, trademarks, logos, patents, trade secrets, know-how, designs, drawings, copyrights, engineering, photographs, samples, software, models, algorithm, image, literature, information, ideas, concepts, or improvements pertaining to the Services and other data of any kind that is protectable through copyrights, patent, trade secrets, trademarks, trade dress, service marks, or and includes any modification or enhancement of the Services. "Model(s)": means (i) any version of any geospatial foundational model developed by Globeholder.ai and made accessible in any manner (API, chat, etc....) on the Platform or via a Marketplace (as defined in Section 4.4. (Subscription via a Marketplace)) and (ii) the associated documentation as may be amended from time to time (the "Documentation"). "Parties": means You and Globeholder. In the singular, "Party" means one of the Parties. "Payment Services": means the online payment services provided by Stripe Technology Europe Limited, having its principal office at The OneBuilding, 1, Lower Grand Canal Street, Dublin 2, Ireland, and registered as a payment service provider in Ireland under number C187865 (the "Payment Services Provider" or the "PSP"), allowing the Customer to pay the Fees on the Platform. "Personal Data": means any data related to an identified or identifiable natural person. "Platform": means the platform operated by Globeholder.ai, available at “globeholder.ai”. "Services": means the services provided by Globeholder.ai to You under this Agreement, including but not limited to the Platform, the Model(s) and any other services provided by Globeholder.ai along with any associated software, application and website. The Services may be free of charge (the "Free Services") or charged to You (the "Paid Services"). "Subscription": means the Customer's subscription to the Services. "Subscription Plan": means the specific set of Services the Customer subscribes to. The available Subscription Plans are mentioned on the Platform and may be amended from time to time by Globeholder.ai at its sole discretion. "Support": means the support Services provided by Globeholder.ai to the Customer, which includes: "Customer Support": means the service consisting in replying to the Customer's questions and queries about the Services. "Technical Support": means the service consisting in fixing the Anomalies notified by the Customer to Globeholder.ai through the Ticketing Platform. "Terms of Service": means the agreement entered into by and between the Parties and governing the use of specific Services and/or Subscription Services. "Terms of Use": refers to these terms of use. "Upgrade": means any new version of the Services that introduces new features, enhancements, or improvements beyond the current version provided to the Customer under the Customer's Subscription Plan. "User Data": means any of the following data: The "User Feedback": means Your feedback pertaining to the accuracy, relevance, and effectiveness of the Outputs, including but not limited to any identified discrepancies or errors. The "User Input Data": means any data provided by You that is used by You for the purpose of prompting, fine-tuning or customizing the Services to Your specific needs or use-case, for the duration of this Agreement. The "Outputs": means any and all content generated by the Services in response to an API request or custom additional informatic services of any kind. "You", the "User" or the "Customer": means any person who uses, accesses, browses and/or subscribes to the Services. The terms "Your", and "Yours" are also used throughout this Agreement to specifically refer to such Customer. The Customer can be: A "Consumer': has the meaning given in Section 15 (Provisions applicable to Consumers) of these Terms of Use. A "Professional Customer": means any Customer Subscribing, accessing to or using the Services as part of its business or professional operations.

2. Purpose and scope

2.1. Purpose

The purpose of this Agreement is to describe the rights and responsibilities of the Parties in connection with Your use of the Services.

2.2. Scope and contractual documents

Scope. These Terms of Use apply to any Subscription, access to or use of the Services by You on the Platform or via a Marketplace (as defined in Section 4.4. (Subscription via a Marketplace) of these Terms of Use.

Additional Terms. Some Services may be subject to additional terms specific to that Service as set forth in the applicable Terms of Service. By accessing or using a Service covered by the Terms of Service, You also agree to such Terms of Service.

Hierarchy. In case of any conflicts or discrepancies between these Terms of Use and the applicable Terms of Service, the applicable Terms of Service shall prevail.

3. Acceptance

General Principle. Any access or use of the Services by You implies Your unreserved agreement to these Terms of Use. You must read these Terms of use carefully before using the Services. We recommend You download these Terms of Use, print them and keep a copy thereof. By clicking on "I agree" (or any similar button or checkbox on the Platform) at the time You sign up for a Service or by signing a Purchase Order, You expressly agree to be bound by this Agreement.

Agreement on behalf of another person. If You agree to any of the terms composing this Agreement on behalf of Your employer or a legal entity, You warrant and represent that You possess the authority to act and accept such terms on their behalf. In such a case, the words "You" or "Customer" in this Agreement will refer to Your employer or that legal entity.

4. Access to Our Services

4.1. What You need to access and use Our Services

Age limitation. You must be at least thirteen (13) years old to use Our Services. You must have parental or legal guardian permission if You are a minor registering for Our Services. We will promptly delete any Account found to be in violation of such requirements.

Technical requirements. You need a computer (or any compatible electronic device) and a high-speed internet connection to access and/or use Our Services. Depending on the Services You use, some additional technical requirements might be required, as further described in the Documentation and/or in the applicable Terms of Service. You are responsible for ensuring You comply with the foregoing technical requirements to utilize the Services effectively.

Costs. Unless otherwise stated, the costs of the above mentioned technical requirements shall be borne solely by You.

4.2. Your Account

Account creation. You must create an Account on the Platform to use the Services. To do so, You must fill in the form provided on the Platform. You must provide loyal, complete, correct and up-to-date information to Globeholder.ai and promptly update the information on Your Account if any changes occur.

Authorized Users. Subject to Your Subscription Plan, You may (a) create an Account for Authorized Users within the limits allowed by Your Subscription Plan. The creation of those Accounts may be charged to the Customer in accordance with the Fees applicable to its Subscription Plan, (b) manage the Authorized Users' Accounts and (c) give those Authorized Users the relevant permissions to access and use the Services.

Restrictions. Your Account is intended for Your use only. Unless otherwise stated, You shall not share Your Account with any third party without Globeholder's prior written consent. You represent and warrant that You will not create (a) any fake Accounts, (b) more than one Account or (c) an Account on behalf of another individual or entity without such individual's or entity's consent.

Account security. You must keep Your Identifiers secure and strictly confidential. Globeholder does not commit to monitoring which individual is using Your Account. You are thus solely responsible for any action carried out via Your Account, whether that action was carried-out by You or not. For the avoidance of doubt, any operation carried out using Your Account will be considered to have been carried-out by You.

Suspension or deactivation by Globeholder. Globeholder reserves the right to suspend or deactivate Your Account Section 13 (Term, Suspension and Termination) of these Terms of Use, if Globeholder suspects or determines that such Account may have been used for an unauthorized purpose.

4.3. Subscription to the Services

4.3.1. Free Services

Subscription Process. To access and use the Free Services, You must:

Create Your Account on the Platform in compliance with the Terms of Use, and Accept this Agreement.

4.3.2. Paid Services

Subscription Process. To subscribe to the Paid Services, You must:

Create Your Account, in compliance with the Terms of Use, Choose Your Subscription Plan, Choose Your payment method. If You choose to pay the Fees via credit card, an imprint of its credit card may be taken to verify the validity of the card. This process is solely for verification purposes and does not result in any immediate charges unless explicitly stated, Provide Your payment and billing information by filling in the form available on the Platform. You must provide loyal, up-to-date, complete and accurate payment and billing information. You shall promptly update Your payment and/or billing information in order to keep such information current, complete and up-to-date. This change can be made through the Your Account on the Platform, Accept this Agreement, Review Your Subscription. During this step, You will be able to modify the Purchase Order if necessary, Confirm Your Subscription, and Depending on the Services You wish to Subscribe to, You may be required to pay for the Fees for the initial subscription month, as outlined in the applicable Terms of Service.

Confirmation of the Subscription. Once the Subscription process is complete, a page will appear on the Platform to confirm Your Subscription. Globeholder will send You a confirmation of Your Subscription at the email address provided by You when creating Your Account (unless such email address is not valid), alongside with a PDF copy of this Agreement. This confirmation does not constitute an invoice. You will be able to access and use the Paid Services once You have received such confirmation.

Subscription verification process. Globeholder and/or, where applicable, the Payment Services Provider will verify the information provided by You during the Subscription process. Globeholder reserves the right to decline the Your Subscription to the Paid Services in case of any suspected OFAC regulation violation or instances of fraud and/or misrepresentation. In such cases, (i) Globeholder will notify You by email, (ii) Globeholder will refund You of any pre-paid Fees under this Agreement and (iii) this Agreement will automatically terminate.

Change Subscription Plan. A Subscription Plan enables the Customer to access specific features and Models as listed on the Platform. If the Customer wishes to access a Model that is not included in its current Subscription Plan, the Customer must subscribe to the relevant Subscription Plan to gain access.

4.4. Subscription to the Services via a Marketplace

General Principle. If You subscribe to any of Our Services via a marketplace (the "Marketplace") operated by a third-party (the "Agent") including for self-deployment by You, this Agreement shall be supplemented by the terms entered into by and between You and the Agent or terms displayed on the marketplace subscription page for the Services (the "Marketplace Terms"). In such a case, Your access and use of the Model will be facilitated through the IT Infrastructure of the Marketplace. You acknowledge that Globeholder has no control over the Marketplace's IT infrastructure and that Globeholder will not be held liable for any outcomes arising from it, including but not limited to the unavailability of the Model, errors, bugs or any impossibility to access or use the Model.

5.Our Services

The Platform. Any User may access and use the Platform free of charge as well as the Free Services. Our Services consist in allowing You to use Our Model(s) for the purpose of generating Outputs. You can access the full list and description of the Services provided by Globeholder on the Platform and/or on the Documentation, as may be amended from time to time.

Restrictions. Certain Services may not be directly accessible, either due to their payable nature (Paid Services) or restricted access limited to specific Users, such as businesses. The paid or restrictive nature of these Services is explicitly outlined on the Platform and/or the applicable Documentation.

Evolution of the Services. Subject to the applicable Terms of Service, We reserve the right to modify, update or enhance Our Services without notice. Such modifications may include, but are not limited to, debugging, feature additions, enhancements or alterations to improve Service quality. You agree that We are not obligated to maintain or provide prior features, functionalities or Services following modifications, updates or upgrades, unless otherwise stated.

Customer support. Globeholder will provide You with all reasonable guidance and information necessary to facilitate the optimal use of the Services, under the terms set out below (the "Customer Support"). The Customer shall submit Customer Support requests to Globeholder through Globeholder's Ticketing Platform. Globeholder will use commercially reasonable efforts to respond to the Customer's legitimate questions concerning the use of the API Services within a reasonable time, during Business Hours and on Business Days.

Customer Support exclusions. This Assistance Service does not cover any inquiries by the Customer:

For which information is readily available in the Documentation, Regarding the initial training for the use of the Services. You are solely responsible for training Your Authorized Users to use the Services, Resulting from the use of third-party software, hardware or services not provided by Globeholder, Resulting from Your improper, unlawful or unauthorized use of the Services, or When You fail to pay the applicable Fees.

Technical Support. You must notify Globeholder of any Anomaly affecting the Services using the Ticketing Platform. Globeholder will use commercially reasonable efforts to fix the Anomalies notified by You within commercially reasonable timeframes.

Adaptive Maintenance. Globeholder may perform adaptive maintenance, to ensure the Services continual adaptability and alignment with evolving technological or regulatory standards. You acknowledge and agree that this Agreement does not automatically include any Upgrades for the Services and that any Upgrades may require changing Your Subscription Plan. For the avoidance of any doubt, Globeholder is under no obligation to improve the Services or provide any Upgrade to You.

6. Fees, billing and payment

General Principle. Specific payment terms may apply depending on the Services Your Subscribe to. Please make sure to check the applicable Terms of Service to know more about the applicable payment terms before Subscribing to a Service.

6.1. Fees

Applicable Fees. The Fees are listed on the Platform inclusive of all Taxes. You must pay to Globeholder the Fees listed in Globeholder's then-current price list available on the Platform. Unless otherwise stated and to the extent permitted by applicable law, all amounts paid by the Customer are non-refundable and non-cancellable.

Pricing evolution. Globeholder may modify the price list at its own discretion upon giving at least thirty (30) days' notice in writing to the email address You provided upon Your Subscription. If You do not agree with this modification, You may terminate this Agreement and/or the relevant Purchase Order before the end of this notice period. The Fees will not be increased during this notice period.

6.2. Billing

Payment method. The Customer must pay the Fees via credit card or any other payment method available on the Platform.

Frequency. The Customer authorizes Globeholder and/or the Payment Service Provider to charge the Customer's select payment method every month.

Payment Services. The Payment Services allowing the Customer to pay the applicable Fees are provided by the Payment Services Provider under its sole control and responsibility. Globeholder is not responsible for the Payment Services provided by the Payment Services Provider.

Billing. Billing shall occur simultaneously as payment.

6.3. Suspension or termination

Suspension or termination. We reserve the right to suspend or terminate Your access to the Services in case of late-payment or non-payment under the conditions set forth in Section (Term, Suspension and Termination) of these Terms of Use.

6.4. Conditions applicable to Professional Customers

Late payments. The Customer may not withhold any amounts due under this Agreement. Any late payment will (i) be increased by a fixed indemnity of forty (40) euros and the costs of collection (if any) and (ii) will incur a late payment interest rate of three (3) times the legal interest rate per day, starting from the day after the payment due date until full payment is received. For the purpose of this Agreement and subject to applicable law, the legal interest rate means the interest rate applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points.

Taxes. The Customer is responsible for settling any applicable Taxes that may be levied on top of the Fees and must pay Globeholder for the Services without any deductions related to Taxes. If Globeholder is required to collect or pay any Taxes, they will be invoiced to the Customer, who is obligated to settle them unless a valid tax exemption certificate regarding these Taxes is timely provided to Globeholder. If the Customer is obligated by law to withhold Taxes from any payments under this Agreement, the Customer agrees to increase the payment amount to ensure that Globeholder receives the full agreed-upon Fees notwithstanding these deductions. The Customer will be solely responsible for remitting the withheld amounts to the relevant authorities. The Customer shall provide Globeholder with all pertinent tax identification information that Globeholder may require under the applicable law to ensure compliance with prevailing tax regulations and the authorities of relevant jurisdictions. The Customer agrees to settle any potential interests, penalties, taxes, or fines resulting from the Customer's failure to declare, or reimburse Globeholder for such amounts.

Output accuracy. You acknowledge a

nd agree that Our Services, particularly the geospatial embeddings generated, are inherently subject to certain unpredictabilities due to the subjective and unsupervised nature of embeddings. The quality and relevance of these embeddings depend on various factors, including but not limited to the input data, the specific use case, and the continuously evolving nature of our technology. For the avoidance of any doubt and to the extent permitted by applicable law, Our Services are provided without any express or implied warranty regarding the absolute accuracy, completeness, or universal applicability of the embeddings. Consequently, You agree that the embeddings generated by Our Services may not 100% of the time, perfectly capture all aspects of geospatial information, may emphasize certain features over others, and may not be equally suitable for all possible applications. Therefore, when using Our Services.

7. Our obligations

General obligations. Subject to Your compliance with this Agreement and to the applicable Terms of Service, Globeholder will use commercially reasonable efforts to make the Services accessible 24 hours a day, 7 days a week. However, Globeholder reserves the right to suspend the availability of all or part of the Services (a) in case of a Force Majeure Event (as defined in Section 14 of these Terms of Use), (b) for maintenance purposes, including but not limited to, to fix anomalies, bugs or errors, to launch new or improved features or Services, or to address immediate security concerns. Unless otherwise stated, Globeholder is not under an absolute obligation of any kind. Globeholder shall not be held responsible for any disruptions, interruptions and/or anomalies that are not of its making and that affect, for example, transmissions via the Internet network and more generally via the communication network, whatever the extent and duration. Globeholder reserves the right to make available a new Model, discontinue the availability of a Model, or change the performances of a Model, without prior notice to Customers, even if Globeholder will do its best efforts to warn Customers in advance in case of discontinuation of a Model.

Security. Globeholder will use commercially reasonable efforts to implement and maintain reasonable security measures to prevent unauthorized access to the Services, as well as fraudulent destruction, loss, or alteration of data. These security measures may include, but are not limited to, the use of firewalls, encryption, strict access controls, regular backups, and security protocols compliant with good industry standards.

8. License to use the Services

Right to use. Globeholder.ai grants You a worldwide, revocable, non-exclusive, non-sublicensable, non-transferable right to use the Services for the term of this Agreement, in compliance with this Agreement and the applicable law. This right to use the Services is subject to the restrictions set out (a) in the Terms of Service and (b) in Section 8 (Your Obligations) of these Terms of Use.

Globeholder.ai Intellectual Property. Globeholder.ai has and retains all right, title and interest, including all intellectual property rights, in and to the Platform and/or the Free Services, including but not limited to the Model(s). No rights are granted to You, except as expressly set forth in this Agreement. All rights and licenses granted under this Agreement shall terminate when the applicable Agreement and/or the applicable Terms of Service terminates.

9. Intellectual property

Your intellectual property. You remain the sole owner of all right, title and interest, including all intellectual property rights in and to Your User Data.

Globeholder's Intellectual Property. Globeholder.ai remains the sole owner of all right, title and interest, including all intellectual property rights in and to Globeholder.ai's Intellectual Property, including but not limited to the Model(s), the Documentation and the Services. The Services are made available on a limited access basis, and no ownership right is conveyed to the Customer, irrespective of the use of terms such as "purchase" or "Subscription". Any representation or reproduction, in whole or in part, of the Services, by any process whatsoever, without Globeholder.ai's prior express authorisation, is strictly prohibited and will constitute an infringement punishable by the provisions of the applicable law.

10. Warranties and indemnification

Globeholder.ai warranties

Services provided "as is". The Services are provided to You "as is". To the extent permitted by applicable law, Globeholder makes no representations or warranties regarding the accuracy, reliability, or completeness of the Services or their suitability for Your specific requirements or use-case. Without limiting Globeholder's express obligations under this Agreement, Globeholder does not warrant that Your use of the Services will increase Your revenues, be error-free, uninterrupted or that Globeholder will review Your User Data for accuracy. You acknowledge and agree that any use of the Services is at Your own risk, and Globeholder shall not be liable for any Losses arising from Your misuse, unauthorized or unlawful use of the Services, or from the non-suitability of the Services to Your specific requirements or use-case, including but not limited to direct, indirect, incidental, consequential, or punitive damages.

Globeholder Warranties. Globeholder warrants that:

The Services comply with the Applicable Data Protection Law, and Globeholder has the rights to all the intellectual property made accessible to You in the context of this Agreement.

The Customer's warranties

You represent and warrant that:

You have the authority to enter into this Agreement, You will use the Services in accordance with the applicable laws and regulations and this Agreement and that the Customer will not use the Services to commit illegal acts, including in particular to harm third parties, and You have obtained all necessary intellectual property rights, including but not limited to, copyrights, patents, trademarks, and trade secrets, or have been granted the appropriate licenses, permissions, and consents to use and provide the Prompts and User Input Data for the purpose of using Our Services and to give us the license set forth in Section 7 of these Terms of Use.

11. Indemnification

Indemnification by Globeholder. Globeholder shall indemnify, defend, and hold the Customer harmless against any liabilities, damages and costs (including reasonable attorneys' fees) payable to a third party arising out of a third party claim alleging that the Services infringe any third party intellectual property right. Globeholder shall not indemnify the Customer for any claim arising from or related to:

The combination of the Services with Customer or third-party software (including but not limited to the Customer Application), hardware or any other equipment not provided by Globeholder, Modification of the Services by You or any party other than Globeholder, including but not limited to any fine-tuning of Our Models by You or any third-party, The Customer's User Data, The Customer's modification of the Outputs, The Customer's breach of this Agreement, or The Customer's failure to comply with the applicable laws and regulations.

To the extent permitted by applicable law, the liability cap set out in Section (Liability) of these Terms of Use shall apply to the indemnification obligations under this Section.

Indemnification by the Customer. The Customer agrees to indemnify, defend, and hold Globeholder and its affiliates and licensors harmless against any liabilities, damages, and costs (including reasonable attorneys' fees) payable to a third party arising out of a third party claim related to (a) the use of the Services in violation of this Agreement, (b) the Customer Application (if any), or (c) the User Data. Nothing in this Agreement should limit the Customer's obligation to indemnify Globeholder of such a claim in case of unauthorized use of the Services by the Customer or the Authorized User.

Indemnification Procedure. The indemnification obligations this section of these Terms of Service are subject to the indemnifying Party (a) receiving a prompt written notice of such claim; (b) being granted the exclusive right to control and direct (including the authority to elect legal counsel) the investigation, defense or settlement strategy of such claim and (c) benefitting from all reasonable necessary cooperation and assistance, including access to the relevant information, by the indemnified Party at the indemnifying Party's expense. Globeholder shall consult Customer before entering into any settlement or compromise of any claim, and shall take into account all reasonable comments from Customer.

Remedies. The remedies in this section are the sole and exclusive remedies for any third-party claim that the Services, the Customer Application or the User Data infringe intellectual property rights.

12. Liability

12.1. Disclaimer

Disclaimer. To the extent permitted by applicable law, Globeholder.ai will not be liable:

In case of a Force Majeure Event (as defined in Section 14 of these Terms of Use), In case of temporary unavailability of the Services (a) for maintenance purposes, including but not limited to, to fix anomalies, bugs or errors, to launch new or improved features or Services, or to address immediate security concerns, or (b) in case We suspended Your Account, In relation to third-party content or websites linked or referred to on the Platform, For any cause not attributable to Globeholder.ai, For Your use of Your User Data, When You share Your geospatial embeddings with third-parties, For your breach of this Agreement, For the performance of the Model and/or any modified, customized or fine-tuned version of the Model in case You or any third-party customized, fine-tuned or otherwise modified the Model, In case Your Output is similar or identical to another User's Outputs, For any loss of profits, income, revenue, business opportunities, loss or corruption of data or information, For any failure to realize expected revenues or savings, loss or damage to goodwill, pure economic loss or other economic or pecuniary loss (regardless of whether any of these type of loss or damage are direct, indirect, special or consequential), or For any indirect, special, incidental, punitive, exemplary, incidental or consequential damages of any kind, even if informed of the possibility of such damages in advance.

12.2. Limitation of liability

Liability Cap for Free Services. To the extent permitted by law and subject to the applicable Terms of Service, in no event will Our total aggregate liability in connection with or under the Free Services, or Your use of or inability to use the Free services, exceed 100 euros.

Liability Cap for Paid Services. To the extent permitted by law, the total aggregate liability of Globeholder.ai in respect of any Losses incurred by the Customer under or in relation to this Agreement will not exceed, in the aggregate, the lower of (i) the amount of the Fees paid or payable by the Customer in the twelve (12) calendar months preceding the date on which the first such event or events occurred or (ii) 10,000 euros.

Multiple claims. The existence of one or more claims under this Agreement will not increase the above mentioned liability caps. You agree that any Losses or claim You may have under this Agreement can only be recovered once and any such claim will exhaust all and any other claims that might otherwise arise against Globeholder in relation to which the Customer has been compensated or otherwise reimbursed.

Legal action. You agree that the limitations specified in this section apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise.

13. Term, suspension and termination

13.1. Duration

This Agreement will commence on the Effective Date and continue for an indefinite period of time, until terminated by either Party.

13.2. Suspension of Your Account

Suspension. We reserve the right to suspend Your Account and/or Your access to all or part of the Services in case of:

Your breach of this Agreement, Late payment or non-payment of the applicable fees (if any), Immediate security concerns.

Notification. We will notify You of the suspension and the reasons for such suspension seven (7) days prior to the suspension taking effect, except in the event of a serious breach by You of this Agreement or an immediate security concern, in which case the suspension will take effect with shorter notice.

Effects of the suspension. During the suspension, all rights and permissions granted to You under this Agreement will be suspended and You will not be able to access or use Our Services.

Remediation. You shall have a period of thirty (30) days to remedy the breach notified by Globeholder and to notify Globeholder accordingly. Failing that, Globeholder reserves the right to terminate this Agreement for cause immediately, without further notice. Termination will be effective at the end of this thirty (30) days period.

13.3. Termination

Termination for convenience. You may terminate this Agreement at any time by sending an email to contact@globeholder.ai

If You subscribed to Free Services: termination shall become effective immediately. If You subscribed to Paid Services: termination shall become effective at the end of the then-current Billing Cycle. Upon any such termination (i) You will not be entitled to a refund of any pre-paid Fees and (ii) if You have not already paid all applicable Fees for the then-current Billing Cycle, any such Fees that are outstanding will become immediately due and payable.

Termination for cause. Either Party may terminate this Agreement if the other Party fails to cure a material breach of this Agreement and/or any relevant Purchase Order within thirty (30) days after notice of such breach, provided that such breach is remediable. For illustrative purposes, any of the following breaches by either Party shall be considered a material breach of this Agreement (a) any unauthorized use of the Services and/or, (b) failure to pay any amounts due under this Agreement.

Effects of termination. Upon termination or expiration of this Agreement, (i) You will no longer have access to the Services, (ii) You must pay any outstanding Fees to Globeholder. Termination or expiry of this Agreement, for any reason whatsoever, shall not entitle You to a refund of any previously paid Fees or charges for the Services, unless expressly agreed upon by both Parties in writing. Termination or expiry of this Agreement will not automatically result in the deletion of Your Account or the Authorized Users' Accounts. Subject to having paid any outstanding amounts to Globeholder, You may delete Your Account after the termination of this Agreement, by using the applicable feature on the Platform.

Survival. All payment obligations incurred during the term of this Agreement and the following Sections shall survive the expiration or termination of these Terms of Use: Section 12 (Liability), Section 10 (Intellectual Property), Section 13 (Term, Suspension, Termination), Section 18 (Dispute resolutions and applicable law).

14. Personal Data

14.1. Globeholder Data Controller

Globeholder processes Your Personal Data as Data Controller for the purposes of (a) providing the Services (b) commercially managing this Agreement, (c) billing and (d) marketing operations.

14.2. Globeholder Data Processor

Globeholder may process Personal Data on behalf of the Professional Customer, as Data Processor. In such the latter case, the Globeholder Data Processing Agreement shall apply between the Parties.

14.3. Marketplace

Where the Customer subscribes to the Services through a Marketplace, Globeholder only processes Personal Data for the purpose of providing Customer or Technical Support services to the Customer.

Provisions that only apply to Consumers

Scope. This section applies to any Customer who is acting for purposes which are outside their trade, business, craft or profession (the "Consumer"). In case of any discrepancies between the rest of this Agreement and this Section, this Section will prevail.

15.1. Right of withdrawal ("Droit de rétractation")

By accepting these Terms of Use and utilizing the Paid Services:

The Consumer acknowledges that the Paid Services will be provided before the expiration of the withdrawal period of fourteen (14) days from the Consumer's acceptance of this Agreement, and The Consumer expressly waives its right of withdrawal.

Globeholder will send to the Consumer a confirmation of the Consumer's waiver of its right of withdrawal along with the confirmation of the Consumer's Subscription under Section 4.3. (Subscription to the Services) of these Terms of Use.

15.2. Legal warranties

Along with any commercial warranty provided to the Consumer under this Agreement, the Consumer also benefits from the legal warranty of compliance in the conditions set forth in Exhibit 1 of these Terms of Use.

15.3 Upgrade

Upgrades necessary to maintain the compliance of the Services. Globeholder will inform the Consumer of any Upgrades necessary to maintain the compliance of the Services during the Subscription Period. Globeholder will notify the Consumer of the availability of Upgrades and the consequences of their non-installation for the Consumer. Globeholder shall not be held liable for any non-compliance related issues when the Consumer fails to install, within a reasonable timeframe, the necessary Upgrades to maintain the Services' compliance.

Upgrades not necessary to maintain the compliance of the Services. Globeholder may propose Upgrades that are not necessary to maintain the compliance of the Services. In such cases, Globeholder will inform the Consumer in advance and through a durable medium about the planned Upgrades and their implementation date. Any Upgrades performed will be conducted without additional costs to the Consumer. The Consumer may refuse the aforementioned Upgrade. In this event, the Consumer has the right to terminate this Agreement without charges (unless the Upgrade has minor implications for the Consumer or if, without this Upgrade, the Services remain compliant).