General Terms and Conditions of Sale and Use

These general terms and conditions of sale and use are dated: January 31, 2023

DEFINITIONS

Besides the terms defined elsewhere in this document, the terms and expressions listed below, and of which the first letter will appear in capital, will have the following meaning. These terms shall have the same meaning whether they are written in the singular or the plural.

“Account”: refers to the Client's account created in accordance with the conditions set forth herein, accessible from the Website and enabling the Client to subscribe to a Solution on the Website;

“Client”: refers to any natural or legal person who has created an Account on the Website and has subscribed to a Subscription on the Website;

“Configuration”: refers to the technical configuration of the Solution as defined in Section 4.2 hereof;

“Content”: refers to the content such as text, images or other information generated by the Solution for the Client from a Model;

“Credit”; refers to the unit allowing the generation of Content via the Solution, as defined in article 5.2 hereof;

“Documentation”: refers to the content such as text, images or other information, which is communicated by the Client to InspireLabs in order to create a Model;

“General Terms and Conditions of Sale and Use” or “General Conditions”: refers to the present general terms and conditions defining the terms and conditions of subscription to and of use of the Solution by the Clients;

“Login Details”: refers to the username or pseudonym chosen by the Client (login), as well as his/her secret code (password) allowing the Client to access to his Account;

“BlueGPT”: refers to the company InspireLabs, as defined in the Legal Notice of the Website;

“Model”: refers to an artificial intelligence model created custom-made by BlueGPT for the Client allowing the generation of personalized Content;

“Order”: refers to any act of subscription to a Solution placed on the Website by the Client;

“Services”: refers to the means and features made available to Clients by BlueGPT on the Website in order to benefit from the Solution;

“Self-Serve Solution”: refers to the tool for creating marketing Content based on artificial intelligence, offered by BlueGPT to the Client, without providing any form of custom Solution to the Client;

“Solution”: refers to the tool for creating personalized marketing Content based on artificial intelligence, offered by BlueGPT to the Client, and providing a personalized format tailored to the needs of the Client;

“Subscription”: refers to the subscription to the personalized service offered by BlueGPT to Clients on the Website;

“Website”: refers to the Website provided by BlueGPT, which gives access to the Services and available at the following address: https://bluegpt.app. The Website includes in particular all computer components (notably software and computer developments and web pages, including source and object code programs, preparatory design work, specifications and preliminary studies, user documentation relating to the use and operation of the Website), the graphic charter (including projects, mock-ups, prototypes and plans), the infrastructure as well as the content (notably texts, sounds, fixed or animated images, videos and databases).

1. PURPOSE AND ENFORCEABILITY

The present General Conditions aims at defining the contractual relations between BlueGPT and the Client as well as the conditions and the features of BlueGPT’s Solution.

The General Conditions must systematically be addressed to the Clients prior to their access and use the Services. The General Conditions apply exclusively to all uses and Orders placed on the Website and prevail over all other conditions, except those that have been expressly accepted by BlueGPT. Consequently, all other conditions will only bind BlueGPT after written confirmation by its representative.

IMPORTANT: NOTE TO CLIENTS

ANY ORDER FROM THE WEBSITE IMPLIES THE CLIENTS’ EXPRESS, PRIOR, FULL AND COMPLETE ACCEPTANCE OF THE GENERAL TERMS.

BY CHECKING THE BOX: " I accept these General Terms and Conditions of Sale and Use ” AND BY ACCEPTING THEM WHEN ACCESSING THE WEBSITE AND/OR ACTIVATING THE SERVICES, THE CLIENT ACKNOWLEDGES THAT HE IS BOUND BY THE ENTIRE GENERAL TERMS AND CONDITIONS OF SALE AND USE.

1. DESCRIPTION OF SERVICES

BlueGPT allows Clients to subscribe to a Solution on the Website allowing them to have access to a personalized Content writing tool based on artificial intelligence.

This content writing tool consists in assisting Clients in the creation of new texts based on the field of referencing and optimization for search engines.

Clients with an Account can place an Order for a Solution on the Website and have access to additional services, including:

• monitoring of the current Subscription
• access to the history of the Content produced
• access to invoices relating to Subscriptions; and
• cancellation of the Subscription.

1. SERVICES

1. Description of the offer

The characteristics of the Solution offered by BlueGPT are those appearing on the Website on the day of the Order.

The offers of Solution are valid as long as they are visible on the Website, subject to the availability of the Solution at the time of the reception of the Order by BlueGPT.

Moreover, as the Solution may be subject to evolutions, BlueGPT reserves the right to modify the specifications, features and content of the Solution, for any reason whatsoever, or to stop offering the Solution. These modifications and/or withdrawals may occur at any time without notice, including after the placing of its order by the client if these changes result from the application of standards, texts or regulations whatsoever that might apply to the Solution, without BlueGPT's responsibility being engaged.

1. Features of the Solution

The Solution allows the generation and publication of Content, made from a Model created either for general usage (self-serve) or in a format custom-made to the Client’s specifications (custom solution).

The Solution includes access to the Model through the Website and the generation of customized Content.

The implementation of the Solution is composed of the Configuration and the Subscription.

The Self-Serve Solution provides:

• access to various trained models, also accessible by all registered users

The Configuration provides a Model to the Client and includes:

the initial training of the Models resulting in the generation of Content using a Model in a particular format; and

project management and monitoring including a one-time round-trip with the Client to modify the Model.

The Subscription gives access to Credits allowing the generation of Contents.

The Solution can optionally include, upon prior quotation of BlueGPT, a training to the tool of creation of Contents proposed by BlueGPT

BlueGPT undertakes to make available on the Website the essential characteristics of the Solution and the mandatory information that the Client must receive under the applicable law. This presentation can be modified and/or updated on the Website.

The Client undertakes to read this information carefully before placing an Order on the Website.

The Solution and the Models comply with the European legislation in force and the standards applicable in France.

1. Ordering process of the Solution

3.3.1. Clients wishing to place an Order warrant that they are acting in their personal capacity, on their own behalf, are 18 years of age or older, are fully entitled to place the relevant Orders and to use the relevant means of payment, and that such means of payment provide access to sufficient funds to cover all costs resulting from the Order of the Solution.

BlueGPT reserves the right to refuse the Orders of any Client in case of (i) unavailability of the Solution selected by the Client in his Order, (ii) existence of a dispute between the Client and BlueGPT as to a previous Order and/or payment of BlueGPT invoices, (iii) abusive or inappropriate behavior (Order in abnormal quantity, etc).

3.3.2. In order to place an Order, the Client selects the Solution to which he wishes to subscribe, fills in the various fields of the order form (surname, first name, postal address, e-mail address, date of birth, telephone number).

The Client may modify the Order and correct any errors in the list of Services before confirming the Order.

The Client confirms acceptance of the Order by checking the box to validate these General Conditions and then clicking on the validation button.

3.3.3. Once the Client has accepted these General Conditions and validated the Order, the Client shall enter the payment method and proceed with the payment of the Order in accordance with the terms and conditions set forth in Article 6.

Upon receipt of payment for the Order, BlueGPT shall send the Client an Order confirmation by electronic mail, summarizing the essential characteristics of the Service(s) ordered, the total price, the Order tracking number as well as any other element that may be relevant.

This confirmation entails the conclusion of the contract between the Client and BlueGPT and commits them irrevocably.

Any Order will be the subject of an invoice which will be addressed to the Client by electronic mail.

Any Order carried out is firm and final with the validation of the order by the Client. From then on, the Order cannot be modified or cancelled.

1. SUBSCRIPTION

1. Trial period

BlueGPT may, where appropriate and at its sole discretion, offer to accompany the Subscription with a free trial for a limited period of time not to exceed three (3) months.

If the Client has provided billing information when registering for a free trial, the Client will not be billed by BlueGPT until the expiration of the free trial. On the last day of the trial period, unless Client cancels its subscription to the Subscription, Client will automatically be charged the fees applicable to the type of Solution selected.

At any time and without notice, BlueGPT reserves the right to (i) modify the terms and conditions of the free trial offer, or (ii) cancel such free trial offer.

b. Subscription period

The Self-Serve Solution is offered in the form of either a monthly or annual Subscription. The Client is free to select one of these.

The Solution is offered in the form of an annual Subscription, for a period of twelve (12) months from the date of the Order.

The Subscription gives access to Credits allowing the generation of Content.

For the Solution, the number of Credits available to the Client is determined jointly by the Client and BlueGPT according to the quantity and length of Content to be generated over a period of one (1) month by the Client.

For the Self-Serve Solution, the number of Credits available to the Client is determined by the number of credits indicated on the pricing page for the selected plan at the time of the placed order.

The Credits’ validity is limited to one (1) month period from their supply to the Client.

Unused Credits during the month will be lost and will not be refunded or paid under any circumstances. Credits have no monetary or other value outside the Website and cannot be exchanged for cash.

At the end of each period, the Subscription will automatically be renewed under the same conditions.

In the case of the Solution, the Subscription may be terminated at the end of each period by either Party with thirty (30) days notice by sending an email to the following address: [email protected]

In the case of the Self-Serve Solution, the Subscription may be terminated at the end of each period by either Party without any conditions.

1. FINANCIAL CONDITIONS

1. General provisions

The price of the Solution is the one currently indicated at the time of the Order by the Client.

Prices are displayed on the Website and are expressed in euros (€) excluding taxes.‍

The prices include the TVA applicable on the date of the Order. Any change in the applicable rate may be reflected in the prices of the Solution after the effective date of the new applicable rate. In this case, BlueGPT will inform the Clients.

The price of the Solution includes:

• the price of the Configuration; and
• the price of the Subscription.

The price of the training to the Solution will be separately estimated, in the case where the Client would subscribe to such option.

b. Price of the Configuration

The price of the Configuration depends on the number of Models to be trained and their complexity.

The price of the Configuration will be determined on an estimate communicated by BlueGPT to the Client.

c. Price of the Subscription

The price of the Subscription is made up of the number of Credits used by the Client during the month when using the Solution.

The price of a Credit will be determined on estimate communicated by BlueGPT to the Client and depends on the complexity of the Model used and the average quantity of Contents produced during the use of the Solution.

The amount of the Subscription is due monthly on the anniversary date of the Order.

d. Payment method

The payment is made exclusively on the Website.

The Order is payable by credit card (credit card, Visa card, Discover Card, Mastercard, American Express).

Confidential data such as the sixteen (16) digit credit card number as well as the expiration date, the CVV code are directly transmitted encrypted on the bank's server and BlueGPT does not have access to these data. The bank will collect and keep all the transactions made by the clients.

BlueGPT will take all necessary measures to ensure the security and confidentiality of data transmitted online as part of the online payment on the Website. It is for this reason specified that all information relating to payment provided by the Client on the Website are transmitted to the payment providers of BlueGPT and are not processed on the Website.

The Client undertakes to be the authorized holder of any credit/debit card or means of payment that he/she will use for the payment of the Orders and that this means of payment gives access to sufficient funds to cover the amount of the purchase.

Upon receipt of the Order, a request to debit the bank account will be sent to the paying organization. The Order will be validated upon receipt of the right to debit the account by the paying organization. In the event of payment by credit card, the Client will be debited with the amount defined at the time of validation of the payment.

In case of refusal of the transaction, the Client’s Order will be automatically cancelled.

BlueGPT shall not be held responsible in case of fraudulent use of the payment methods used.

e. Invoices

The sums paid by the Client are subject to invoices issued by InspireLabs.

The invoices are established in the Client’s name and are sent monthly by electronical mail to the address given by the Client at the time of his Order.

Whatever the method of Order and the method of payment, the invoices are sent at the time of the confirmation of the Order by electronic electronical mail as an attachment in PDF format to the Client at the electronic address given at the time of the creation of his Account and are available at any time for consultation and downloading from the Website via the Account.

1. LIABILITY OF BlueGPT

Except as expressly provided, the Solution developed by BlueGPT is provided “AS IS” and BlueGPT expressly disclaims all warranties and representations of any kind, including any warranty of functionality or quality. In particular, the Client acknowledges that BlueGPT's Solution integrates solutions developed by its suppliers and that BlueGPT shall not be held responsible for delays, failures, interruptions or service failures related to these third-party solutions.

Non-performance or bad execution of the Clients’ contractual obligations in particular when placing its Order will not constitute a ground for liability on part of the Client.

BlueGPT shall not be held responsible or considered to have failed to comply with the General Terms, for any delay or non-performance, when the cause of the delay or non-performance is linked to a case of force majeure as defined by the jurisprudence of the French courts.

BlueGPT will not be responsible for the Client Content generated by the Solution. The Client is solely responsible for his Content and all activities that occur on his Account.

In particular, BlueGPT cannot be held responsible for unforeseeable events such as cyber-attacks, security breaches in data transmission or performance guarantees regarding the volume and speed of data transmissions. Under these conditions, it is the responsibility of the Client to take all appropriate measures to protect their own data and/or software, in particular from contamination by any viruses circulating on the Internet.

It is also specified that BlueGPT does not control the websites that are directly or indirectly linked to the Website. Consequently, it excludes any responsibility for the information published there. The links to third party websites are provided for information purposes only and no guarantee is given as to their content.

In general, in the event that a Client does not comply with these General Conditions, the Client acknowledges and accepts that he is solely responsible for any direct or indirect damage resulting from this towards BlueGPT

1. OBLIGATIONS OF CLIENT

Clients agree to abide by these General Terms and to use the Website in accordance with the instructions of BlueGPT.

Clients agree to comply with their financial obligations.

Clients agree that they will use the Website only for their own use in accordance with these General Terms. In this regard, Clients agree to refrain from:

• posting, uploading, publishing, submitting or transmitting any Documentation and/or Content that: (i) infringes, misappropriates or violates any right of any third party, including, without limitation, any patent, copyright, trademark, trade secret, moral right or other intellectual property right, or rights of publicity or privacy; (ii) violates or encourages any action that would violate any applicable law or regulation or give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or threatening actions to any person or entity; or (vii) promotes illegal or harmful activities or substances ;
• using the Website in any manner that is unlawful, for any purpose that is unlawful or in any manner inconsistent with these General Terms;
• selling, copying, reproducing, renting, leasing, loaning, distributing, transferring or sublicensing any of the content on the Website;
• decompile, reverse engineer, disassemble, modify, display in a form readable by the Client, attempt to discover any source code or use any software enabling or comprising all or part of the Website;
• attempting to obtain unauthorized access to the Website’s computer system or to engage in any activity that disrupts, diminishes the quality of or interferes with its performance or deteriorates its functionality;
• infringing the intellectual property rights of BlueGPT;
• denigrating the Website and/or the Solution and/or the Services as well as BlueGPT on social networks and any other means of communication.

The Client warrants that:

• the Documentation communicated to BlueGPT belongs to him and that he is solely responsible for it;
• the publication of the Content created on the Website and/or via the Solution does not violate the privacy rights, publicity rights, copyrights, contractual rights or any other rights of any person whatsoever;
• he is responsible for all his activities in connection with the Solution.

In case of non-compliance with the obligations arising from the acceptance of the present, incidents of payment of the price of an Order, delivery of erroneous information at the creation of the Account, fraudulent, abusive or otherwise illegal activity or acts likely to harm the interests of InspireLabs, InspireLabs reserves the right to suspend without notice access to the Website and / or the account or, depending on the seriousness of the Clients infringement, to delete the account of the Client without that damages can be claimed and take all measures including any legal action civil and criminal against him.

1. ACCESS TO THE WEBSITE

To use the Services, it is necessary that Clients:

• have a computer, a smartphone and/or a tablet, connected to an internet network;
• access the Website;
• have an internet connection; and/or
• create an Account in accordance with the terms and conditions set out below.

Clients warrant that they have full legal capacity to register and use the Services and in particular:

• to be of legal age;
• not to be a competitor of BlueGPT and/or not to register and use the services in order to compete with BlueGPT in a fraudulent way and/or in a way to harm the interests of BlueGPT;
• to be holder of the means of payment used to proceed to the purchases; and
• to have the full possession of their intellectual or cognitive means (and in particular not to be in a state of dependence, under guardianship and/or under curatorship...).

BlueGPT will not be held responsible in case of registration and use of the Services by persons not answering the conditions envisaged in this article.

1. ACCOUNT CREATION

1. Création of an account

To benefit from the Services, the Client will be invited to create a personal Account on the Website.

This creation will require the provision by the Client of a professional e-mail address and a password.

In order to validate the registration, BlueGPT will send the Client a confirmation e-mail to the e-mail address provided by the Client.

The Client will proceed to the activation of his account by clicking on the hypertext link provided in this confirmation e-mail.

The Client’s data communicated to BlueGPT are accessible to the Client at any time from his Account by clicking on the home page of the Account and then in the tab " Informations".

Only the Client has access to his Account.

b. Communicated information

BlueGPT reserves the right to verify the conformity of the information and documents transmitted to allow access to the Services.

Each Client guarantees that the data and documents communicated are sincere, exact and in conformity with reality and are not vitiated by any misleading character. The Client undertakes to provide a valid e-mail address and telephone number and ensures that he/she is the sole owner of these.‍

The Client undertakes to provide true, accurate, up-to-date and complete information, in particular relating to his identity, in accordance with Article 6-II of Law No. 2004-575 of June 21, 2004 “sur la confiance dans l’économie numérique” (law known as "LCEN"). Consequently, he undertakes not to create a false identity of a nature to mislead BlueGPT or third parties and not to take upon the identity of another legal or physical person.

The Client also undertakes not to transmit information that could infringe third parties’ rights (in particular use of the patronymic name, pseudonym, a trademark registered by a third party, or works protected by the right of intellectual property) and /or good morals.

It is the Client’s responsibility to communicate any change in his personal information. To do this, the Client must go to his Account and modify his data.

BlueGPT does not have control over the accuracy or reliability of information provided by the Client and therefore cannot be held responsible for the consequences resulting from the provision of incomplete or erroneous information.

In the event that the Client provides false, inaccurate, erroneous, outdated, incomplete or misleading information, BlueGPT reserves the right to refuse access to the Website and/or Services to Clients who do not comply with the conditions set out above. In addition, BlueGPT's responsibility can in no case be sought in case of non-performance and/or partial performance of the services related to the provision of information of this nature.

c. Account security

The Account is protected by identification elements, an identifier (electronic address) and a password.

If a Client has lost or forgotten his or her password, he or she has a function on the Website that allows him or her to reset it by clicking on the "Forgot Password" tab.

The Client's password is personal and confidential. The Client undertakes to ensure the confidentiality of his password. In this respect, the Client undertakes to keep it secret and not to disclose it in any form whatsoever. The Client is solely responsible for all connections made using his login and password.

BlueGPT encourages Clients to use "strong" passwords, mixing numbers, letters and symbols as well as upper and lower case letters.

If any of the elements of the Login Details are lost or stolen, the Client must inform BlueGPT without delay, which will then proceed to the cancellation and/or the update of the concerned Login Details.‍

Client must ensure, at the end of each session, that it has effectively disconnected from the Website, in particular when accessing the Website from a public computer.

In case of suspicion of fraudulent use of his Account by the Client, the latter must notify BlueGPT as soon as possible at the following address: [email protected] so that it can take all measures to remedy the situation.

BlueGPT will not be held responsible for any usurpation and/or fraudulent use of an Account in case of unauthorized, fraudulent or abusive use or due to a voluntary or involuntary disclosure by the Client to a third party who would have accessed the Website with his identification elements. The Client remains solely responsible for the use that could be made of his Account by a third party who would have accessed the Services with his identification elements.

It is specified that in case of violation of these terms by the Client,BlueGPT may freely refuse the opening of an Account to the Client concerned.

1. ACCESS AND AVAILABILITY OF THE WEBSITE

The Website is accessible seven (7) days a week and twenty-four (24) hours a day. However, because of the access to the Website via Internet, BlueGPT does not guarantee an operation and an access to the Website, 7 (seven) days on 7 (seven) and twenty-four (24) hours on twenty-four (24).

BlueGPT reserves the right to interrupt the operation of the Website at any time, with or without notice, in particular in order to ensure the corrective and evolutionary maintenance of the Website, or to change the content or presentation and/or for any other legitimate reason. As much as possible, BlueGPT will inform the Clients before a corrective or evolutionary maintenance operation.

In addition, Clients acknowledge that the Website may be interrupted for reasons beyond the control of BlueGPT and that BlueGPT cannot therefore guarantee continuous access to the Website.

In any event,BlueGPT shall not be liable for any interruption and/or malfunction of the Website, regardless of the cause.

Clients are invited to inform BlueGPT of any technical problem they encounter during their navigation and/or use of the Website by writing to the following address and describing the problem encountered: [email protected]

Finally, BlueGPT reserves the right to change the Website and/or the Services, particularly for technical or commercial reasons. When these modifications do not alter the conditions of the Services, in a substantial and/or negative way, the Clients can be informed of the intervening modifications, but their acceptance is not requested.

1. DESACTIVATION OF THE ACCOUNT

1. Deactivation of the account

The Account remains active as long as the Client does not deactivate his account and comply with these General Terms.

However, any Account of a Client totally inactive in a continuous way during three (3) consecutive years will be, subject to the application of legal or statutory provisions, archived by BlueGPT and will not be available any more on the Website.

The Client retains the possibility to deactivate, without reason, at any time his Account and/or to delete it.

To do so, the Client must send an electronic mail to the following address: [email protected] requesting the deactivation of his Account. A copy of his identity card may be requested in order to avoid any risk of identity theft.

The deletion of an Account is permanent, the Account being deleted in an irreversible way, the personal data linked to it are automatically deleted and cannot be recovered. However, it is expressly agreed that certain personal data related to the Account will be preserved for legal reasons (and in particular accounting) and this, in accordance with the Policy of confidentiality of BlueGPT accessible on the Website.

The deletion of an Account does not prevent Clients from re-registering and creating a new Account.

b. Suspension of the Account in case of default

In case of non-compliance with the obligations arising from the acceptance of these General Conditions, incidents of payment of the price of an order, delivery of erroneous information at the creation of the account or acts likely to harm the interests of InspireLabs, the latter reserves the right to suspend without notice the access to the Website or, depending on the seriousness of the acts, to delete the Account of the Client without that damages and interests can be claimed.

BlueGPT will inform the Client by electronic mail of the suspension and/or deletion of his Account.

In case of fraud, the fraudulent Account will be subject to immediate suspension or termination at BlueGPT's sole discretion. BlueGPT will submit any information regarding the fraudulent Account, if necessary, to local authorities and/or financial institutions.

It is expressly agreed that in the event of suspension or termination of the Account, the Client will no longer be able to access the Services, unless a new Account is created.

When BlueGPT revokes the suspension or termination of the Account, it will reinstate the Client without undue delay, including restoring access to the data that resulted from the use of the Account before the suspension or termination took effect.

1. INTELLECTUAL PROPERTY

13.1. By making its Documentation available to BlueGPT at the time of Configuration, through the Services and/or the Solution, the Clients grants InspireLabs the non-exclusive, transferable, royalty-free right to use, copy, modify, distribute, display the Documentation in connection with the operation and provision of the Services.

The Models generated by BlueGPT on the basis of the Client's Documentation remain the exclusive property of the Client and may not be used by BlueGPT in any manner whatsoever.

The Models generated by BlueGPT on the basis of its own contents and provided to the Client remain the exclusive property of BlueGPT.

13.2. The Website and elements (in particular images, design, text, technology and/or algorithms) displayed on the Website and/or the Services are protected by intellectual property laws and, in particular, by copyright and are the exclusive property of BlueGPT.

Identically, the trademarks, logos, and animations contained on the Website and/or Services are the exclusive intellectual property of BlueGPT.

No provision of these Terms and Conditions can lead to any transfer of intellectual property rights of BlueGPT to the benefit of the Client, regarding the intellectual property elements that can be implemented on the Website.

The Clients commit not to directly or indirectly infringe the intellectual property rights of BlueGPT on the Solution.

In addition, the Clients will not reproduce or use the studies, videos, brands, logos or in a general way of any content of the Website without express, written and preliminary acceptance of BlueGPT.

13.3. Clients undertake, when using the Website, not to violate the property rights and/or personal rights of third parties (including intellectual property rights).

13.4. BlueGPT grants Clients the non-exclusive, non-transferable, royalty-free right to use the Website and/or Services and any associated software, provided that Clients may not - directly or indirectly - copy, modify, create a derivative work of, reverse engineer or assemble or otherwise attempt to obtain the source code (except as provided by law), sell, assign, sublicense or transfer in any way any rights in the Website or Services or associated software.

Clients agree not to modify in any way the Website and/or the Services or related software and/or to use modified versions thereof and in particular (without this list being exhaustive) with a view to obtaining unauthorized access to the Website and/or the Services. In particular, Clients agree not to access the Services by any means other than the Website.

Clients are informed and acknowledge that the Website and/or Services and any software used in connection therewith may contain confidential information or information protected by applicable intellectual property law or any other law. Clients agree not to modify, rent, lease, loan, sell, distribute, or create derivative works incorporating any of this content, in whole or in part, unless they have received prior express permission from BlueGPT.

The Website and/or the Services contain texts, images, and other materials that are the exclusive property of BlueGPT (the "Intellectual Property Elements"). The Elements of Intellectual Property are offered to the Clients for the personal use limited to the Website and/or the Services and within the framework of a normal use of their functionalities.

This right of usage of the Elements of Intellectual Property is made on a personal, non-exclusive and non-transferable basis. BlueGPT may revoke this right of usage of the Intellectual Property Elements at any time.

Clients undertake not to - directly or indirectly - copy, modify, create a derivative work, reverse engineering or otherwise attempt to locate the source code (except as provided by law), selling, assigning, sublicensing or otherwise transferring any rights in the Intellectual Property Elements. The Clients undertakes not to modify the Intellectual Property Elements in any way.

In the event of non-conforming or abusive use of the Elements of Intellectual Property, BlueGPT reserves any right to stop the infringement of its intellectual property rights and to de-register and/or deactivate the Accounts of the Clients under the conditions of the article 12 above.

1. PERSONAL DATA

In accordance with the amended law n°78-17 of 6 January 1978 relating to information technology, files, and freedoms, known as the "Loi informatique et Libertés", and the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (hereinafter the "GDPR"), Clients are informed that BlueGPT carries out automated processing of their personal data for the purpose of using the Services, processing and managing commercial relations and Orders.

This data can be transmitted to subsidiaries and/or companies controlled by BlueGPT and to subcontractors who contribute to these relations for their management, execution, treatment and payment.

Each Client has the right to access, modify, rectify, limit, port and delete data concerning him/her, as well as the right to object to the treatment of his personal data.

To this end, they should contact the support department by electronic mail at the following address: [email protected]

Clients understand that, as regards rectifications and updates of data relating to their Account, they make the necessary changes and deletions directly on their own Account.

For more information, BlueGPT Clients can refer to the Privacy Policy accessible on the Website under the "Privacy Policy” section.

The said policy is an integral part of the General Conditions. Acceptance of the General Conditions implies acceptance of the related Privacy Policy.

It is specified that the privacy policy is compliant with the GDPR.

1. LINKS AND THIRD PARTY WEBSITE

When using the Website, the Clients can access to various links directing them towards third website and in particular towards partner website.

BlueGPT can in no way be held responsible for the technical availability of websites or mobile applications operated by third parties to which the Client would have access through the Website.

BlueGPT does not assume any responsibility for the contents, advertisements, products and/or services available on such third-party websites and mobile applications, which are governed by their own terms of use.

BlueGPT is not responsible for transactions between the Client and any advertiser, professional or merchant to which the Client would be directed through the Website and shall in no case be party to any possible disputes with these third parties, including the delivery of products and / or services, guarantees, declarations and other obligations whatsoever to which these third parties are bound.

1. PUBLICITY

BlueGPT reserves the right to insert on any page of the Website and in any communication to Clients advertising or promotional messages in a form and under conditions that only BlueGPT decides.

The Client accepts consequently the display of such messages on the Website.

In its capacity as publisher of the Website, BlueGPT is free to market the advertising spaces of the Website to advertisers of its choice. The Client recognizes that he has no right on these advertising spaces and refrains from any request or action in this regard.

1. FORCE MAJEURE

BlueGPT shall not be held responsible or considered to have failed to comply with the General Terms, for any delay or non-performance, when the cause of the delay or non-performance is linked to a case of force majeure as defined by the jurisprudence of the French courts.

Force majeure occurs in contractual matters when an event beyond the control of the debtor, which could not reasonably be foreseen at the time of the conclusion of the contract and the effects of which cannot be avoided by appropriate measures, prevents the debtor from fulfilling his obligation.

If the impediment is temporary, performance of the obligation is suspended unless the resulting delay justifies termination of the contract. If the impediment is definitive, the contract is automatically terminated and the parties are released from their obligations under the conditions provided for in Articles 1351 and 1351-1 of the French Civil Code.

In case of occurrence of one of the above-mentioned events, BlueGPT will try to inform the Client as soon as possible.

1. MISCELLANEOUS

1. Modification

BlueGPT reserves the right to modify, at any time, the present General Conditions, in order to take into account any legal, jurisprudential, editorial, functional and/or technical evolution.

The version of the General Conditions which prevails is that which is accessible online at the day of the validation of the Order.

Any Order placed by the Client after the publication of the modified General Conditions shall be deemed to constitute acceptance by the Client of the new General Conditions.

b. Partial invalidity

In general, if one or more of the clauses or stipulations herein are held to be invalid or declared null and void or unenforceable by law, regulation or following a final decision by a competent court, the other stipulations shall retain their full force and scope.

c. Evidence

The files, data and messages recorded in the computer systems of BlueGPT will be accepted as proof of the acts and facts occurring between BlueGPT and the Clients.

The conservation of the registers will be presumed, except contrary proof, to have taken place in reasonable conditions of safety if the messages, data and other documents are systematically recorded on a reliable and durable support.

1. APPLICABLE LAW - JURISDICTION

The General Terms are subject to French law. In case of dispute, only the French courts will be competent.

For any difficulties and/or questions regarding the Solution and/or the Order, Clients are invited to contact the client service department in order to try to find an amicable solution by email at the following address: [email protected]

In the event of a disagreement between the Client and BlueGPT, the Client must inform BlueGPT by means of a registered letter with acknowledgement of receipt. Upon receipt of said letter, and within a period of fifteen (15) days, BlueGPT shall propose an amicable solution to the dispute. If this attempt fails or if there is no response, the Client may bring its dispute before the competent courts.

The Client and BlueGPT therefore undertake to follow the amicable settlement procedure before bringing the matter before the courts, this attempt at mediation being a condition of admissibility for any legal action.

ANY DISPUTE RELATING TO THE VALIDITY, PERFORMANCE AND/OR INTERPRETATION OF THE GENERAL TERMS OR THOSE THAT WILL FOLLOW OR RESULT FROM IT SHALL BE SUBJECT TO THE JURISDICTION OF THE CRETEIL JURISDICTION, EVEN IN THE EVENT OF APPEAL OR MULTIPLE DEFENDANTS.

Privacy Policy

Updated on January 31, 2023

The Website https://bluegpt.app (hereinafter the “Website”) is the property of InspireLabs, a french SAS, société par actions simplifiée, with a share capital of 100 euros, registered with the Toulouse R.C.S, under number 948 309 059, headquartered in: InspireLabs - 5 chemin de Gramont - 31200 TOULOUSE (hereinafter referred to as “BlueGPT“) which, in its capacity as the person responsible for processing personal data, attaches great importance to the protection and respect of privacy.

The purpose of this privacy policy is to inform, while browsing the Website, any person using the Website

and its services (hereinafter the “Users”; or “User”) of BlueGPT practices regarding the conditions of collection, use and sharing of information that Users are required to provide as well as their rights.

The Website comply with French and European legal standards regarding the protection of privacy and personal data, and in particular with the French law n°78-17 of January 6, 1978, named “Loi informatique et Libertés”, and the Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (hereinafter the "GDPR"), regarding the protection of individuals with regard to the processing of personal data and the free circulation of such data.

IMPORTANT: NOTE TO USERS

ANY NAVIGATION ON THE WEBSITE AFTER THE PUBLICATION OF THIS PRIVACY

POLICY CONSTITUTES ACCEPTANCE OF THIS POLICY WITHOUT RESERVE.

If the User wishes to withdraw his/her consent to the processing of his/her data, he simply needs to request it directly by email at the following address: [email protected]

Furthermore, assuming that it is required by law and/or in certain circumstances, the User’s consent will be collected, or a possibility of refusal will be provided before any data is transmitted.

1. Person responsible for processing the personal data collected

‍The person responsible for processing personal data is BlueGPT.

1. Nature of the data collected

‍The data collected on the Website in the context of the use of the services are those enabling BlueGPT to identify Users directly or indirectly and to provide the services.

This may include the following categories of data concerning its Users

• data of civil status, identity, identification such as name, first name, postal address, e-mail address, telephone number;
• data relating to personal life such as delivery address;
• economic and financial data such as payment data;
• security data such as passwords; and
• connection data such as IP address and navigation data such as cookies.

The compulsory or optional nature of the personal data collected and the possible consequences of a failure to reply are indicated at the time of their collection on the associated forms.

Users who communicate the personal data of a third party will have to confirm that they have the consent of this third party for the use of the personal data of the latter by the Website.

1. Purpose and legal basis of processing activities

a. Purpose of processing activities

The personal data collected on the Website are used only for and during the execution of services for the

following purposes:

• management of the commercial relationship:
• processing and management of the User's orders;
• communication with the User;
• customer testimonies;
• commercial prospecting on all the offers of BlueGPT;
• sending newsletters on products, services and new features;
• good functioning and continuous improvement of the Site and its functionalities:
• general administration of the Site;
• general management of the security of the Site;
• collection of information by means of cookies and other tracers;
• commercial evaluation of the services of BlueGPT:
• data analysis;
• identification of usage trends;
• determining the effectiveness of promotional campaigns;
• monitoring performance of the Site;
• evaluating services, products, marketing and customer experience.

In addition, BlueGPT may use and/or keep the data to meet, where appropriate, its legal and/or regulatory obligations.

b. Legal basis of processing activities

‍The processing activities and the personal data collection are authorized based on the following legal bases:

• The execution of contractual obligations, for the management of the commercial relationship;
• The consent of the User, for:
• commercial prospecting ;
• sending of newsletters;
• commercial evaluation of services; and
• deposit of cookies and other tracers.
• The legitimate interest to guarantee the best level of operation and quality of the Site for the proper functioning and continuous improvement of the Site.

c. Aggregation with non-personal data

BlueGPT reserves the right to publish, disclose and use aggregated information (information about Users or specific groups or categories of Users combined so that an individual User can no longer be identified or mentioned) and non-personal information for industry and market analysis, demographic profiling, promotional and advertising purposes, and other commercial purposes.

d. Timing of data collection

The data collected by BlueGPT is freely communicated by the Users during the registration procedure on the Site, during the order procedure or during the registration to the newsletter on the Site.

Data, such as connection data, can also be collected automatically while using the Website; in particular when the User:

• browses the pages of the Website;
• subscribes to the newsletter;
• registers on the Site;
• and/or subscribes to services.

These automatically collected data only the use of the services exclusive from the identity of the User. This collection is necessary to maintain and operate BlueGPT's services and for its internal analysis and reporting.

This information includes:

• information about how the services are used (frequency, traffic data, how the User reached the Site);
• information about the device used to access the services (device name, country, location, IP address, browser and device characteristics, operating system, language preferences, referring URL).

In any case, the personal data collected:

• will be obtained and processed fairly and lawfully;
• will be recorded for determined and legitimate purposes;
• will be used in accordance with these purposes;
• is adequate, relevant, and not excessive in relation to these purposes; and
• will be treated with caution to ensure its security and confidentiality in order to prevent it from being damaged, modified, destroyed, or communicated to unauthorized third parties.

e. Recipients of personal data

The recipient of personal data collected on the Website is first and foremost BlueGPT.

The personal data are not communicated to third parties with the exception of the partners of BlueGPT whose communication of personal data is necessary within the framework of the realization of the services proposed by BlueGPT (execution, treatment, management and payment of the orders), with the analysis and the follow-up of the data.

However, the partners undertake to scrupulously respect the provisions of the “Loi Informatique et Libertés” and the GDPR as well as future new provisions.

However, other recipients may have access to personal data. These are, where appropriate, the service providers in charge of the Website of BlueGPT (administration, sales, marketing, legal etc.) and its external service providers (technical service providers, access providers, communication agencies, etc.).

In the event of a change of control of BlueGPT or a merger, an acquisition, a collective procedure or any other form of transfer of assets, the data collected by BlueGPT may be transferred to third parties. Nevertheless, BlueGPT will ensure the confidentiality of the personal data collected and to inform the Users before such data is transferred or subjected to new confidentiality rules.

If required by law, User's consent will be obtained, or a possibility of refusal will be arranged before any data is transferred.

Data collected may also be transferred if vital interests are at stake and BlueGPT believes it is necessary to investigate, prevent or take action to prevent potential violations of its policies and more broadly in situations involving suspected fraud, potential security threats and illegal activities or may be used as evidence in litigation involving BlueGPT.

f. Rights of Users

In accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April

2016 known as the “GDPR” relating to the protection of individuals with regard to the processing of personal data and to the free circulation of such data and with Law no.78-17 known as the “Informatique et Libertés” law of 6 January 1978, amended by Law 2004-801 of 6 August 2004 relating to information technology, files and liberties, the User has the right to access, modify, correct and delete any personal data:

• the right of access to his/her personal data;
• the right to modify his/her personal data;
• the right to rectify his/her personal data;
• the right to delete and erase his/her personal data;
• the right to object to the use of his/her personal data;
• the right to limit the processing of his/her personal data; and
• the right of portability of his/her personal data, when the data is subject to automated processing based on consent or contract;
• a right to withdraw consent at any time; anda right to determine what happens to his or her data after his or her death.

Users wishing to exercise their rights may send their request via the form for exercising their rights, by e-mail or by post to the following addresses:

• Postal mail: InspireLabs - 5 chemin de Gramont - 31200 TOULOUSE
• Electronic mail: [email protected]

In the event of exercising one of these rights, the Users must send BlueGPT the elements necessary for his/her identification: surname, first name, email, and possibly postal address.

Moreover, in accordance with applicable regulations, User’s request must be signed, accompanied by a photocopy of an identity document bearing their signature, be clear and specify in detail the right they wish to implement and the address in which they wish to receive the reply in the event of implementation of one of the rights listed above.

BlueGPT then undertakes to reply within a maximum period of one (1) month following receipt of the User’s complete request.

Due to the complexity of the request and/or the number of requests, this deadline may be extended to two (2) months on condition that BlueGPT informs the User within one (1) month of receipt of the request of the reasons for the postponement.

BlueGPT informs Users of their right to lodge a complaint with the National Commission for Information Technology and Civil Liberties (hereafter the "CNIL") in one of the ways indicated below:

• By phone: +33 1 53 73 22 22
• By fax: +33 1 53 73 22 00
• Via the CNIL website : www.cnil.fr/fr/plaintes ou www.cnil.fr
• By postal mail:

Commission Nationale de l'Informatique et des Libertés - CNIL

3 Place de Fontenoy

TSA 80715 - 75334 PARIS CEDEX 07.

g. Data retention period

g.1 Retention of data for the duration of the contractual relationship

The personal data of the Users collected is not kept beyond the time necessary for the execution of the obligations of BlueGPT defined at the time of the conclusion of the contract or the predefined duration of the contractual relationship, except for the data that BlueGPT would need to keep as evidence, for legal, administrative needs or in accordance with the legislation in force.

Personal data whose collection is not necessary for the performance of the services of BlueGPT, will be deleted and if necessary, anonymized or stored in a secure manner preventing any further processing pending their deletion.

g.2 Retention of anonymized data after deletion of the User's account

BlueGPT keeps the personal data of Users collected for the duration strictly necessary to achieve the purposes described in this privacy policy.

In case of termination of the contract or closure of the User's account, BlueGPT will keep for three (3) years from the date of the commercial relationship the information provided by the User, namely:

• the name and surname or the company name;
• postal addresses;
• e-mail addresses; and
• telephone numbers.

The navigation data will be kept for a maximum of six (6) months in accordance with the recommendations of the CNIL

Beyond this period, they will be anonymized and kept exclusively for statistical purposes and will not be used in any way whatsoever.

h. Transfer of personal data abroad

To the extent possible, BlueGPT processes User data only within the European Union and does not transfer such data outside of the European Union.

Nevertheless, in case of international transfer of the Users' data outside the European Union, it is necessary to distinguish:

• countries that have been granted an adequacy decision by the European Commission: in this case, the data is transferred to a country that provides a level of protection deemed sufficient and adequate to the provisions of the European data protection regulations; and
• countries whose level of data protection has not been recognized as adequate: in this case, in order to guarantee a transfer in conformity with the European regulation, and in particular to ensure the security of the data, BlueGPT will base its transfer on protection mechanisms adapted to each service provider and subcontractor, such as the conclusion of standard contractual clauses approved by the European Commission, the application of binding company rules or under an approved certification mechanism.

i.Security

BlueGPT undertakes to implement the appropriate technical and organizational measures that are reasonably necessary regarding the regulations applicable to the protection of personal data, including protection against unauthorized or illicit processing and against accidental loss, destruction, or damage, in order to guarantee a level of security adapted to the risks incurred for the rights and freedoms of natural persons in the context of the processing referred to in this privacy policy.

When personal data is transferred to third parties for processing, BlueGPT ensures that these third parties implement all appropriate technical and organizational measures to ensure the protection of personal data in accordance with applicable laws.

These measures are defined considering the state of knowledge, the costs of implementation and the nature, scope, context, and purposes of the processing as well as the identified risks.

Depending on the needs, risks, costs and purpose of processing, these measures may include pseudonymization and encryption of data.

This protection can be ensured by the mention of "https" in the URL of the browser as well as by the representation of a closed padlock at the bottom of the screen.

Finally, in the event of a violation of the rights concerning personal data that may create a high risk for the rights and freedoms of the User, BlueGPT undertakes to inform the User of this violation within a maximum period of seventy-two (72) hours.

j. Links

On the Website, Users may have access to various links directing them to third-party sites.

BlueGPT will not be responsible for the information that is sent to these third parties or collected by them.

This privacy policy does not govern third party sites or third-party content accessed by the User.

BlueGPT has no control over hypertext links and/or other promotional formats.

Consequently, BlueGPT gives no guarantee concerning the personal data protection practices of the indexed websites and cannot be held liable in the event of a dispute arising between a website indexed on the Website and one of the Users, in particular due to losses or damage suffered, the operators of the indexed websites being solely responsible for their personal data protection practices.

k. Tracers

A tracer is a text file that may be stored in a dedicated space on the hard disk of the User's computer when he consults an online service through his browser.

In practice, tracers are small text files that are placed on the User's computer by the Websites the User visits. They are used to make the Websites work and improve the usability of the Websites.

The tracer is transmitted by a website's server to the User's browser. Each tracer is assigned an anonymous identifier. A tracer cannot be traced back to a physical person.

When consulting the Website, Users are informed that tracers or other means of recording navigation data are used by the Website or by third parties, service providers for the Website and deposited on the User's terminal (computer, mobile or tablet).

BlueGPT or its partners can be brought to install, subject to the acceptance of the User, various tracers and in particular:

• session tracers, which disappear as soon as the User leaves the Website;
• persistent tracers, which remain on the User's terminal until the end of their lifetime or until the User deletes them; and
• statistical tracers (allowing to measure the audience of the Site).

Only the sender of a tracer can read or modify the information contained therein.

In accordance with the recommendations of the CNIL, when connecting to the Site for the first time, the User will be asked to expressly accept the Site's tracers.

k.1 Purpose of tracers

The tracers used by BlueGPT or its partners make it possible to identify the Users, to recognize the browser of the latter when they connect to the Website, to record their access frequencies (traffic measurement) and their display preferences of the terminal of the Users, to adapt and/or personalize the presentation of the Site to improve the experience of the Users and to optimize the Website with the sole aim of providing the services requested by the User.

In addition, the tracers used on the Site are based on the International Chamber of Commerce guide by categories:

• strictly necessary tracers;
• performance tracers;
• functionality tracers;
• advertising targeting tracers.

Strictly necessary tracers

‍Strictly necessary tracers allow the User to browse the Website.

‍These tracers do not collect any information about the User that could be used for marketing purposes.

BlueGPT uses these tracers to:

• ensure the functioning of the Website;
• secure the forms and protect them from malicious scripts.

BlueGPT does not use these cookies to:

• collect information that could be used to promote products or services to the User; or
• remember the User's preferences or name after the visit.

Performance tracers

‍These tracers are used to improve the performance of the Website, such as error handling, tracking response rates or improving the design of the Website.

Functionality tracers

These tracers are used to provide services or to keep track of the User's settings in order to improve their visit to the Website.

Targeting or advertising tracers

‍These tracers are used to promote products or services for the User on other sites. They may also be used to limit the number of times the User sees a particular advertisement on the Website and to measure the effectiveness of a particular campaign.

Tracers retention period

‍In accordance with the recommendations of the CNIL, the maximum retention period for tracers is thirteen (13) months after they are first deposited in the User's terminal, as is the duration of the validity of the User's consent to the use of these tracers. The life of the tracers is not extended with each visit. The User's consent must therefore be renewed at the end of this period.

User's right to refuse tracers

During the User’s first time browsing the Website, a banner explaining the use of tracers appears. It allows the User to activate or deactivate certain tracers. It will only disappear once the User has accepted the use of tracers to continue browsing.

The registration of a tracer remains subject to the will of the Users. In accordance with legal and regulatory provisions, BlueGPT obtains prior consent to the use of tracers.

Users also have the possibility of configuring their browsing software so as to oppose, totally or partially (in particular depending on the issuer), the recording of tracers. The configuration also offers the possibility of accepting or refusing tracers on a one-off basis, before they are recorded in the User’s terminal.

Therefore, Users who wish to prevent the recording of cookies can follow the procedure specific to each browser and described in the browser's help menu.

• Chrome
• Internet Explorer
• Edge
• Safari
• Firefox
• Opera

However, in case of opposition to the registration of tracers or the uninstallation of a tracer, Users are informed that certain services may no longer function correctly.

l. Modification de la politique de confidentialité

BlueGPT reserves the right to modify and update, at any time, the present privacy policy, in order to take into account any legal and/or jurisprudential evolution and to meet the requirements of the regulation applicable to the protection of personal data.

The version that prevails is the one that is accessible online on the day of the consultation of the Website.

Any consultation of the Website after publication of the modified confidentiality policy implies unreserved acceptance of the new confidentiality policy by the latter.

m. Contacts

‍For any request for information or to find out more about the processing of his/her personal data, including the exercise of his/her rights indicated above, the User may contact BlueGPT from his/her account by email or post at the following address:

• Postal mail: InspireLabs - 5 chemin de Gramont - 31200 TOULOUSE
• Electronic mail : [email protected]

For any complaint or dissatisfaction in connection with the use of their personal data by BlueGPT, the User may contact BlueGPT by email or post at the following address:

• Postal mail: InspireLabs - 5 chemin de Gramont - 31200 TOULOUSE
• Electronic mail : [email protected]

When the User contacts BlueGPT, they will be asked to identify themselves.

Version updated on 31.01.2023