Last updated: 13 July 2023

Overview – Acceptance of the Terms

Before you start using our website and/or services, AI Verse requires you to carefully read, understand and accept our terms of use (the “Terms of Use” or “Terms”).

BY CLICKING “I AGREE” OR OTHERWISE BROWSING OUR WEBSITE AND/OR USING OUR ONLINE SERVICES, YOU AGREE THAT YOU HAVE CAREFULLY READ AND ACCEPTED OUR TERMS OF USE.

If you are adhering to our Terms on behalf of a legal entity (for example, as an employee or representative of the company for which you work), you warrant that you have the requisite power or authority to bind that legal entity. You acknowledge that failure to comply with the Terms in the future when using the website or our service will result in liability for you and the legal entity on whose behalf you are acting.

These Terms of Use constitute an agreement between you (“you”, “your”, or “User”) and AI VERSE, a French corporation registered under SIREN Number 879 981 983 with offices at 240 RUE EVARISTE GALOIS 06410 BIOT (FRANCE) (“AI VERSE”).

These Terms of Use constitute the entire agreement between AI VERSE and the User in respect of the use of AI VERSE service. They shall apply exclusively, excluding all other provisions.

Your use of our website and services is also subject to AI Verse’s Privacy Policy.

Definitions

Capitalized terms below have the following meaning when used in our Terms of Use:

“Confidential Information” means any non-public information shared by the Parties for the purposes of the Services (including without limitation AI VERSE’s know-how and/or non-disclosed proprietary technology). Confidential Information excludes any information (i) that is or becomes generally publicly known without fault or breach by the receiving Party, (ii) that the receiving Party obtains rightfully and without restriction on use or disclosure from a third party entitled to make the disclosure or (iii) that is independently developed by the receiving party without using the disclosing Party’s Confidential Information.

“Dataset” means a Freemium Dataset and/or a Training Dataset generated by User with AI VERSE’s Dataset Generation Tool.

“Dataset Generation Tool” means the datasets generation software and related technology and documentation developed and owned by AI VERSE and made available by AI VERSE to Users on AI VERSE’s Website, which allows users to generate their own synthetic Datasets.

“Party(ies)” means AI VERSE and the User, either individually or collectively.

“Privacy Policy” means AI VERSE’s policy governing the processing of personal data, which is available at https://ai-verse.com/privacy-policy/.

“Freemium Dataset” means a set of free synthetic images created by the User with AI VERSE Data Generation Tool within the credit limit granted by AI VERSE, in accordance with Section 4.

“Root Account” means a User Account to which other Users are invited to link their Individuals Accounts for the purpose of using AI VERSE as a Team.

“Service(s)” means AI VERSE’s services available on AI VERSE’S Website as further detailed in Section 4.

“Team” means a group of individual Users using AI VERSE through the same Root Account.

“Training Dataset” means a set of synthetic images created by the User with AI VERSE Dataset Generation Tool for User’s own AI training purposes in accordance with Section 4.

“User” means a natural person using AI Services through its User Account.

“User Account” means the online account created and used by a single User (Individual Account) or used by several Users (Root Account) to access and use AI VERSE’s Services.

“Website” means AI VERSE’s Service platform available at https://ai-verse.com (or any future URL).

Access to AI VERSE Services / User Account Setup / Use as a Team

Users must setup a User Account to access AI VERSE’s Services on AI VERSE Website.

To setup a User Account, the User must provide the required information online (including a valid email address) and accept these Terms of Use.

Any User may invite other Users to join a Team from his / her own account (such account then being referred to as a “Root Account”). A User cannot belong to more than one Team.

Personal data communicated through the User Account is processed in accordance with AI VERSE’s Privacy Policy.

Each User is required to create a login and password to facilitate its future access to the User Account. The use of the login and password to access the User Account is personal to each User. Each User is responsible for the administration and the use of his/her account. Users are responsible for the confidentiality of their personal login and passwords. Users undertake to reset their passwords without delay in the event of accidental disclosure.

AI VERSE Services

Dataset Generation

AI VERSE offers innovative services allowing Users to generate synthetic on-demand Datasets for developing and training advanced visual AI-powered applications.

AI VERSE Services include:

• Providing a complimentary credit of 300€ for users to generate images using AI VERSE’s Dataset Generation Tool for their own evaluation purposes (“Freemium Dataset”).
• Granting users access to AI VERSE’s Dataset Generation Tool, allowing them to create their own dataset (“Training Dataset”).

AI VERSE’s Dataset Generation Tool generates fully labeled Datasets. Datasets are created based on the User’s specifications, which include the type of environment, the object(s) of interest, human activities, characters’ features, lighting scenarios, camera parameters (intrinsic and extrinsic), labelling requirements, as well as the desired number of scenes and images per scene.

Once the 300€ credit limit has been reached, additional images may be obtained by User for a fee as further specified in these Terms of Use.

Datasets generated with AI VERSE are subject to additional terms of use as specified in Section 7, below.

Dataset Retention Period

Datasets are stored on AI VERSE’s servers for a period of six (6) months from their date of creation. AT THE END OF THE SIX (6) MONTHS PERIOD, DATASETS ARE PERMANENTLY DELETED FROM AI VERSE’S SERVERS AND CANNOT BE RECOVERED.

Prior to deleting a dataset, users will receive two notification emails. The first email will be sent one month before the deletion, followed by a second email sent one week before the deletion.

User acknowledges and agrees that it is User’s sole responsibility to download Datasets from AI VERSE’s servers within the availability period and to keep copies of the Datasets and/or secure backups as required.

Services Fees and Payment

An online fee quote is provided to the User for each Training Dataset, based on the specifications provided by the User in the Dataset Generation Tool.

The generation of the Training Dataset is subject to payment in full of the applicable service fee.

Service fees are subject to VAT and/or other statutory taxes at the applicable rate.

Invoices are sent to the email address provided by the User and can be downloaded from the User Account.

For Users using AI VERSE as a Team, all invoices are issued to the Root Account. The Root Account owner is responsible for payment of all invoices issued for Services provided to individual Users of the Team.

Service fees are paid by credit card by following the online instructions on AI VERSE’s Website.

Term and Termination

These Terms of Use will apply for an indefinite term during the entire period of use of AI VERSE’ Services by the User.

The User may stop using the Services and/or request a User Account to be terminated at any time.

AI VERSE reserves the right to suspend or terminate a User Account and/or access to the Service if AI VERSE believes that a User violated these Terms.

Upon termination of these Terms for any reason whatsoever:

• The User Account will be deactivated, and all Users must cease using the Services as of the termination effective date;
• The User undertakes to download all Datasets from AI VERSE’s servers prior to the termination effective date;
• Sections 7 to 15 will survive due to their nature and/or the fact that they relate to potential claims under these Terms of Use.
• Permitted use of the Datasets

AI VERSE grants User a limited, non-exclusive, personal, non-transferable, non-licensable right to use the Training Dataset for User’s (and/or User’s Team’s) own AI training purposes only.

USER ACKNOWLEDGES AND AGREES THAT ALL DATASETS ARE FOR USER’S (AND/OR USER’S TEAM’S) OWN USE ONLY IN ACCORDANCE WITH THESE TERMS. USER AGREES THAT IT WILL NOT TRANSFER, ASSIGN OR SHARE DATASETS (IN ALL OR PART) WITH ANY THIRD-PARTY IN WHATEVER FORM OR FORMAT (INCLUDING, WIHTOUT LIMITATION, THROUGH DOWNLOAD LINKS OR ONLINE SERVICES).

Use of our Website and Services

Without prejudice to Section 10.3 (Limited right to use the Website and the Dataset Generation Tool), the use of AI VERSE’s Services is subject to the following rules and principles.

Images and Datasets generated with AI VERSE’s Dataset Generation Tool must not be used in connection with illegal contents nor for any illegal purposes.

User must refrain from any use of our Service and/or from any communications that may damage the image or reputation of AI VERSE, its products or Services.

Users undertakes to implement appropriate technical and organizational measures to ensure the protection of the information systems they use to access the Website and the Service (e.g., firewalls, antivirus, network connection controls, etc.).

Users must refrain from any unauthorized access to AI VERSE’s (and/or its subcontractors’) information systems (including databases and servers) and must ensure that they implement appropriate measures to prevent intentional or unintentional introduction of viruses, malware or other security threats into AI VERSE’s (and/or its subcontractors’) information systems (including the Website).

Users will immediately notify AI VERSE if they become aware of any use or practice contrary to the principles set out in these Terms.

Warranties – Disclaimer of warranties

AI VERSE warrants that (i) the Service will be performed in a competent and workmanlike manner in accordance with the Service description provided in these Terms of Use and on AI VERSE’s Website and (ii) that the Training Datasets generated with AI VERSE Dataset Generation Tool will conform to the specifications provided by the User.

AI VERSE DOES NOT WARRANT THAT THE GENERATED TRAINING DATASETS IS SUITABLE FOR THE USER’S SPECIFIC PURPOSES OR NEEDS. THE USER IS SOLELY RESPONSIBLE FOR SETTING OUT THE DATASET SPECIFICATIONS IN THE DATASET GENERATION TOOL IN ORDER TO MEET THE USER’S AI TRAINING NEEDS AND REQUIREMENTS. DATASETS GENERATED ON THE BASIS OF INACURATE SETTINGS WILL NOT BE REFUNDED. THE COST OF GENERATING A NEW OR MODIFIED DATASET WILL BE BORNE BY THE USER.

AS A LIMITED EXCEPTION TO THE ABOVE, WHERE AI VERSE DATASET GENERATION TOOL DETECTS THAT THE SUBJECT OF INTEREST IS NOT PRESENT IN THE IMAGE, THE CORRESPONDING IMAGE WILL BE AUTOMATICALLY DELETED FROM THE DATASET AND THE CORRESPONDING AMOUNT WILL BE REFUNDED TO THE USER. FOR THE AVOIDANCE OF DOUBT, THIS EXCEPTION DOES NOT APPLY TO ANY OTHER PARAMETER SETTING ERROR.

IMPORTANT RECOMMENDATION – AI VERSE IS NOT RESPONSIBLE FOR THE USER’S OMISSIONS OR ERRORS WHEN SETTING OUT THE SPECIFICATIONS OF THE DATASET. IT IS THE USER’S RESPONSIBILITY TO CAREFULLY REVIEW THE SETTINGS BEFORE INITIATING THE DATASET GENERATION PROCESS. FOR LARGE DATASETS, AI VERSE STRONGY RECOMMENDS THAT THE USER GENERATES A SAMPLE DATASET FOR VERIFICATION PURPOSES PRIOR TO ORDERING THE FULL DATASET.

EXCEPT FOR THE WARRANTIES EXPRESSLY STATED IN THIS SECTION 9, TO THE MAXIMUM EXTENT PERMITTED BY LAW, AI VERSE DISCLAIMS ALL WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE ABOVE, AI VERSE DOES NOT WARRANT THAT THE WEBSITE AND/OR THE SERVICES WILL BE PERMANENTLY AVAILABLE NOR WILL OPERATE WITHOUT INTERRUPTION OR BUGS.

Intellectual Property

AI VERSE Ownership

AI VERSE and its licensors exclusively own and retain all right, title, and interest in and to all intellectual property rights (including patents, copyrights, trademarks, trade secrets, and any other intellectual or industrial property right worldwide) in the Dataset Generation Tool, in AI VERSE’s know-how, in the Website and its contents (“AI VERSE Contents”).

No transfer of IP Rights

EXCEPT FOR THE LIMITED RIGHTS GRANTED IN SECTION 10.3 BELOW, AI VERSE EXPRESSLY RETAINS ANY AND ALL INTELLECTUAL PROPERTY RIGHTS IN AI VERSE’S CONTENTS AND THIS AGREEMENT DOES NOT TRANSFER OR ASSIGN ANY OF AI VERSE’S RIGHTS TO THE USER.

Limited right to use the Website and the Dataset Generation Tool

AI VERSE grants the User a limited, non-exclusive, personal, non-transferable and non-licensable right to use the Dataset Generation Tool and any related content available on AI VERSE’s Website for the sole purpose of obtaining the Services in accordance with these Terms of Use.

Access to and use of the Dataset Generation Tool and the Website is subject to the following terms and limitations:

• • Use and access is strictly limited to authorized Users only;
  • Any modification or attempted modification of AI VERSE’ Dataset Generation Tool or any other software made available through the Website is prohibited. Without limiting the above, copying, amending, decompiling, translating, attempting to access source code or creating derivative works from AI VERSE’ s Dataset Generation Tool or related software is prohibited;
  • The extraction and/or re-utilization of the whole of or a substantial part of the contents of AI VERSE’s (or its licensors’) databases is prohibited.

Confidentiality

Neither Party will disclose any Confidential Information to any third party, except (i) to employees, agents or contractors and/or professional advisers (“Recipients”) on a strict need to know basis and provided such Recipients are bound by contractual confidentiality obligations making it an obligation for them to comply with confidentiality obligations under these Terms, or (ii) as may be required by law, court or administrative order, provided that the use or disclosure of the Confidential Information does not exceed the scope required by law, court or administrative order and that the disclosing Party be informed promptly in writing of that compelled disclosure.

Confidential Information relating to AI VERSE’s know-how and AI VERSE’s undisclosed proprietary technology constitutes “trade secrets” of AI VERSE Cosmo Connected and, as such, is protected by EU Directive 2016/943 of 8 June 2016 and Article 151-1 seq. of the French Commercial Code. The Parties agree that this Section 11 is a material term and constitutes a reasonable step taken by AI VERSE to keep its Confidential Information secret (in the meaning of EU Directive 2016/943).

Indemnification

Subject to this Section 12, AI VERSE will defend and hold Users harmless against the financial consequences of a claim, a proceeding or threat of legal action brought by a third party on the grounds that a Training Dataset generated with AI VERSE’s Dataset Generation Tool and used by User for AI Training purposes infringes the intellectual property rights of that third party (hereinafter a “Third Party Action”).

The benefit of this Section 12 is subject to the following conditions:

• • • The User will promptly notify AI VERSE in writing upon becoming aware of any Third-Party Action;
    • AI VERSE will retain sole control over the strategy and defense used to challenge and/or defeat the Third-Party Action. The User will remain free to join in this defense (e.g., in the form of joinder in the proceedings). The corresponding costs (including legal fees) shall be borne entirely by the User;
    • AI VERSE, at its own discretion, may (i) contest the Third-Party Action; (ii) obtain the third party’s permission for User’s continued use of the relevant Training Dataset; (iii) replace all or part of the Training Dataset with substantially similar contents that avoids the Third-Party Action; or (iv) if AI VERSE determines the foregoing options are commercially impracticable, terminate User’s rights relating to the affected Training Dataset and refund the corresponding service fee to the User;
    • At the request of AI VERSE, the User will cooperate actively with AI VERSE as required to prepare AI VERSE’s defense. Any costs associated with this cooperation will be borne by the User;
    • AI VERSE will bear the cost of compensation for any damages awarded against the User (i) by a final (non-appealable) court decision or (ii) by a settlement made by AI VERSE. AI VERSE will not be bound by the terms of any settlement or other arrangement negotiated by the User with the relevant third party without AI VERSE’s prior express written approval;
    • The amount of compensation due by AI VERSE under the preceding paragraph may be lower than the amount of damages imposed on the User in the event that the User failed to implement actions or measures that would have helped reduce the damage suffered by the Third-Party involved;
    • THE PROVISIONS OF THIS SECTION 12 WILL NOT APPLY IF THE THIRD-PARTY ACTION ARISES FROM THE USER’S BEHAVIOR (INCLUDING WHERE THE THIRD-PARTY ACTION IS THE CONSEQUENCE OF THE USER’S FAILURE TO COMPLY WITH THESE TERMS OF USE OR THE LAW).

THIS SECTION 12 STATES AI VERSE’S ENTIRE LIABILITY AND THE USER’S EXCLUSIVE REMEDY FOR THIRD-PARTY ACTIONS.

Liability

No indirect damages

In accordance with Articles 1231-3 and 1231-4 of the French Civil Code, the Parties are liable for direct, immediate and foreseeable damages caused to the other party due to a total or partial failure to perform their obligations under these Terms. Neither Party shall be liable for indirect, non-immediate and/or damages that could not be foreseen at the time of entering into these Terms.

Force majeure

The Parties shall not be liable in the event of non-performance resulting from a case of force majeure.

Independently of the cases usually recognized by French case law on the basis of the provisions of Article 1118 of the French Civil Code, the Parties agree that the following events shall be considered as constituting a case of force majeure; an act of God, a technological disaster, a strike or a popular movement, an act of terrorism, a pandemic, a cyber-attack or other security incident resulting from unknown or unclassified malware and/or security breaches affecting the ability of the Parties (or their subcontractors) to operate normally in the provision or use of the Service.

Limitation of Liability

EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT AND THE SERVICES PROVIDED UNDER IT WILL BE LIMITED TO THE AMOUNTS PAID BY THE USER FOR USE OF THE SERVICES GIVING RISE TO THE CLAIM DURING THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY. MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT.

The limit in this Section 13.3 will not apply to (i) indemnification due by AI VERSE under Section 12, (ii) obligations to pay for services or taxes or (iii) infringement of AI VERSE’s intellectual property rights by Users.

Limitation period for bringing an action

Any action to hold a Party liable under these Terms of use shall be brought within a maximum period of twelve (12) months following the date on which the plaintiff became aware of the event that gave rise to liability (or could not reasonably have been unaware thereof). Any action brought after this period shall be considered inadmissible.

Governing law and Dispute Resolution

These Terms of Use and the relationship between the Parties shall be construed in accordance with and be governed by the laws of FRANCE, without regard to conflict of law principles.

If a dispute arises between the Parties, the Parties will endeavor to find an amicable resolution. If the dispute has not been settled within thirty (30) days, then either Party may commence litigation in the courts of PARIS, FRANCE. Each Party hereby submits to the exclusive jurisdiction of the PARIS COMMERCIAL COURT (AND/OR THE PARIS JUDICIAL COURT for DISPUTES INVOLVING INTELLECTUAL PROPERTY RIGHTS), INCLUDING FOR SUMMARY OR INTERIM PROCEEDINGS, AND NOTWITHSTANDING MULTIPLE DEFENDANTS OR THIRD-PARTY JOINDER.

General Terms

Rules of evidence

In accordance with Article 1356 of the French Civil Code, the Parties agree that proof of the communications and various transmissions of information between AI VERSE and Users during their interactions as part of the provision of the Service will be provided by digital recordings from AI VERSE’s information system (and any subcontractors); these recordings are presumed to have been established and stored in conditions likely to guarantee their integrity within the meaning of Article 1366 of the French Civil Code.

Users acknowledge and agree that the use of logins and passwords on AI VERSE Website constitutes an electronic signature within the meaning of Article 1367 of the French Civil Code and thus constitutes proof of the Users’ actions and/or their consent when the latter is required.

Entire Agreement

These Terms constitute the entire and exclusive understanding and agreement between AI VERSE and the User and supersede and replace any and all prior oral or written understandings or agreements between AI VERSE and the User regarding the use of the Website and Services.

Change to the Terms

AI VERSE reserve the right to alter, amend or modify these Terms of Use from time to time. AI VERSE will provide the Users with notice of such changes through AI VERSE Website and such changes will apply immediately upon the User acceptance or within one (1) month upon notice of changes, whichever occurs first. Users who do not accept the changes should cease using the Services.

Waiver

A Party shall not be deemed to have waived any of its rights under these Terms by failing to or delaying the exercise of its rights or partially exercising its rights at any time. To be valid, any waiver must be in writing and signed by the Party granting the waiver.

Severability

To the extent that any section of these Terms, or part thereof, is determined to be invalid or unenforceable, the remainder of that section and of the Terms will remain in full force and effect.