TERMS OF SERVICE

1. About these Terms

These Terms of Service (the “Terms”) govern access to and use of the Verso platform available at https://app.askverso.ai, its programming interfaces, and the integrations through which it can be used from third-party applications, including AI assistants (together, the “Services”).

The Services are provided by Verso, a simplified joint-stock company (SAS) registered with the Paris Trade and Companies Register under number 102 243 441, with its registered office at 3 boulevard de Sébastopol, 75001 Paris, France (“Verso”, “we”, “us”).

By creating or using an account, signing in, or connecting the Services to a third-party application, any User accepts these Terms. If a User uses the Services on behalf of a Customer, the User confirms that it is authorized to accept these Terms on the Customer’s behalf.

The Services are intended for professional use only. They are not offered to consumers. Any User must be at least 18 years old to use them.

2. Definitions

• Account: the personal access credentials that allow a User to sign in to the Services.
• Customer: the organization on whose behalf the Services are used.
• User: any individual who uses the Services under an Account, including through a Third-Party Service.
• Study: a research project conducted with the Services, including its brief, interview guide, interviews and results.
• Respondent: any adult who takes part in a Study.
• Signed Agreement: any written agreement signed between Verso and the Customer that governs the provision of the Services, including but not limited to any Verso service agreement and purchase order. This definition excludes any general terms of purchase or other terms and conditions of the Customer.
• Customer Data: the data and content uploaded to or generated in the Services for the Customer, including recordings, transcripts, study materials and Outputs.
• Outputs: results generated automatically by the Services’ artificial intelligence features, such as summaries, analyses, reports, suggestions or draft Study materials. For the avoidance of doubt, Outputs do not include third parties’ outputs or information provided by their products or services.
• Third-Party Service: any application, platform or AI assistant not operated by Verso, including those through which a User accesses the Services.

3. Order of precedence

These Terms set out the minimum terms and conditions governing the Services and apply in full, except to the extent that a particular matter is expressly governed by the Signed Agreement. Nothing in these Terms limits or excludes any provision of the Signed Agreement.

In the event of any conflict or inconsistency between these Terms and the Signed Agreement, the Signed Agreement prevails to the extent of the conflict, and these Terms otherwise remain in full force and effect.

4. Accounts and access

Accounts are created by Verso or by an administrator of the Customer. Each Account is personal. Any User must keep its credentials confidential and not share them. The Customer is responsible for all activity carried out under its Users’ Accounts.

The Account gives the User access only to the Studies and features that the Customer’s permissions allow. Any access granted through a Third-Party Service has the same limits.

If a User has any reason to suspect that its Account has been used without authorization, the User undertakes to notify Verso without delay at contact@askverso.ai. We may suspend or restrict an Account if we are informed of, or have reason to suspect, unauthorized access, a security risk, or a breach of these Terms.

5. The Services

The Services allow Customers to design Studies, conduct individual interviews with Respondents moderated by artificial intelligence, record them in audio or video, obtain transcripts, and review analyses, reports and other Outputs.

The quality of recordings and transcripts depends on factors outside our control, such as the Respondent’s equipment, connection and environment.

6. Third-party integrations

The Customer may connect the Services to a Third-Party Service, such as an AI assistant or generative AI provider, to search, read or act on the Studies its Account can access.

Access to a Third-Party Service requires a separate account, opened by the Customer with the relevant service provider under the provider’s own terms. The Customer acknowledges that each Third-Party Service is provided by an independent third party under its own terms and policies and is neither operated nor controlled by Verso.

In such case, the Customer instructs Verso to send to that Third-Party Service the data it requests through it, within the limits of its Account’s permissions. Once received, that data is processed by the provider of the Third-Party Service under its own terms and privacy policy, which Verso does not control.

Before connecting a Third-Party Service, the User is responsible for:

• checking that the Customer allows its use with Customer Data;
• its access to and use of the Third-Party Service, including compliance with the terms of service, usage policies and other conditions imposed by the relevant platform provider;
• all instructions, prompts, content and data submitted by or on behalf of the Customer through the Third-Party Service;
• the review, verification and any use of, or reliance on, the content generated by the Third-Party Service.

Actions performed through a Third-Party Service under the Account, such as creating or changing a draft Study, are treated as actions performed by the Customer. The Customer can disconnect a Third-Party Service at any time from that service or by contacting us.

Verso is not responsible for the availability, security or behavior of Third-Party Services, or for the way they use, display or interpret the data the User requests through them.

7. Acceptable use

Any User agrees not to:

• use the Services in breach of applicable law, or to process data it is not authorized to use or share;
• upload or generate content that is unlawful, infringes the rights of others, or that it is not authorized to disclose;
• make the Services available to third parties, or rent, resell, sublicense, adapt, translate, decompile or reverse-engineer them, except as permitted by law;
• circumvent or test the security measures, access controls or usage limits of the Services, or interfere with their operation, including through automated requests beyond the documented limits;
• attempt to identify a Respondent from content that has been pseudonymized or anonymized;
• use the Services, the Outputs, or any data, prompts, logs or other elements of the Services to train, improve, evaluate or benchmark an artificial intelligence model or a competing product or service, or to build a dataset for such purposes;
• use Respondents’ recordings or contributions for advertising, promotional or external communication purposes without the Respondents’ specific consent and Verso’s written approval.

A breach of this article may lead to the immediate suspension of the Account concerned, without prejudice to any other remedy.

8. Personal data

Verso and the Customer each undertake to comply with the regulations applicable to personal data, in particular the French Data Protection Act No. 78-17 of January 6, 1978, as amended, and the General Data Protection Regulation (EU) 2016/679 (the “GDPR”) (together, the “Data Privacy Regulations”). The terms “Personal Data”, “Processing”, “Data Subject”, “Data Controller” and “Data Processor” have the meanings given to them by the Data Privacy Regulations.

For the Personal Data processed in the Services on the Customer’s behalf, including the Personal Data of Respondents, the Customer acts as Data Controller and Verso as Data Processor. Verso acts as Data Controller for the Personal Data it processes for its own purposes, such as Users’ Account, connection and support data, as described in its Personal Data Policy available at https://www.askverso.ai/privacy.

The Customer is responsible for obtaining the necessary legal and administrative authorizations, and for providing Data Subjects with the required prior information, for the Processing carried out on its behalf, and more generally for complying with the obligations of a Data Controller under the Data Privacy Regulations.

When acting as Data Processor, Verso undertakes to:

• process Personal Data only on the Customer’s documented instructions, as set out in these Terms and any Signed Agreement, and inform the Customer if an instruction does not comply with the Data Privacy Regulations, including with respect to transfers of Personal Data to a third country or an international organization, unless required to do so by Union or Member State law to which Verso is subject; in such a case, Verso informs the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;
• ensure that persons authorized to process Personal Data are bound by a confidentiality obligation or are under an appropriate statutory obligation of confidentiality;
• implement appropriate measures to ensure the security and integrity of the Personal Data and its Processing;
• reasonably assist the Customer, through appropriate technical and organizational measures and insofar as possible, in responding to requests from Data Subjects exercising their rights (access, erasure, etc.), by forwarding such requests to the Customer, and in carrying out impact assessments and prior consultations;
• reasonably assist the Customer in ensuring compliance with its security obligations, taking into account the nature of the Processing and the information available to Verso;
• at the end of the Services relating to the Processing, delete all Personal Data stored in digital format, return to the Customer any data in paper format, and destroy existing copies, unless Union or Member State law requires the retention of the Personal Data;
• make available to the Customer, within a reasonable timeframe, all information necessary to demonstrate compliance with the obligations set out in this article, and allow for and contribute to one audit per year, including inspections, conducted by the Customer or another auditor mandated by the Customer, provided that any audit or penetration test is first subject to a written agreement on its terms and scope;
• notify the Customer of any request from a Data Subject to access, rectify or object to the Processing, and not respond to such requests without the Customer’s prior consent;
• notify the Customer of any Personal Data breach resulting from a confirmed security breach at Verso or at the host of the Personal Data, as soon as possible and no later than 72 hours after becoming aware of it, and assist the Customer in notifying the CNIL and the Data Subjects;
• cooperate reasonably with the CNIL where necessary;
• cease all Processing of Personal Data upon termination or expiry of the Services, except as necessary for any data recovery provided for in the Signed Agreement.

Verso has the Customer’s general authorization to engage sub-processors from an agreed list. Verso informs the Customer in writing of any intended change to that list through the addition or replacement of sub-processors, giving the Customer sufficient time to object before the sub-processor concerned is engaged. If no objection is raised within thirty (30) days of being informed, the sub-processor is deemed accepted. Verso provides the Customer with the information necessary to exercise this right to object.

Where Verso engages a sub-processor to carry out specific Processing activities on behalf of the Customer, it does so by way of a contract imposing on the sub-processor, in substance, the same data protection obligations as those imposed on Verso under this article. Verso ensures that the sub-processor complies with the obligations to which Verso is subject under this article and the Data Privacy Regulations.

Any transfer of Personal Data to a third country or an international organization by Verso takes place only on the basis of documented instructions from the Customer, or to fulfil a specific requirement under Union or Member State law to which Verso is subject, and in compliance with Chapter V of the GDPR. The Customer agrees that where Verso engages a sub-processor in accordance with this article and those Processing activities involve such a transfer, Verso and the sub-processor may ensure compliance with Chapter V of the GDPR by using the standard contractual clauses adopted by the European Commission under Article 46(2) of the GDPR, provided the conditions for their use are met.

Verso may generate anonymous statistics or aggregated data derived from Personal Data for statistical, analytical and service improvement purposes, provided that such data can no longer be linked to an identified or identifiable natural person. Verso does not use such data to train artificial intelligence models.

9. Artificial intelligence and Outputs

Outputs are generated automatically and may contain errors, approximations or omissions. They are provided to assist decision-making. Each User is responsible for checking Outputs before using them, for the decisions it bases on them, and for complying with applicable law when it uses them.

Verso processes the data made available in the Services to provide, secure and maintain the Services. Verso does not use Customer Data, whether in identifiable, anonymized or aggregated form, to train or fine-tune any artificial intelligence model.

10. Intellectual property

Verso owns all rights in the Services, including their software, models, interfaces, methods, templates and documentation. Subject to these Terms and to payment of any applicable fees, Verso grants the Customer and its Users a personal, non-exclusive, non-transferable right to use the Services for the Customer’s internal needs.

The Customer retains all rights in its Customer Data, without prejudice to the rights of Respondents. Outputs are licensed to the Customer for its internal use. Verso has no rights in Customer Data other than those needed to provide the Services, those described in articles 8 and 9, and those required by law.

If a User sends us suggestions or feedback, we may use them freely to improve the Services.

11. Fees

Access to the Services is subject to the fees set out in the Signed Agreement. Unless stated otherwise, fees are in euros, exclusive of taxes, and payable within thirty (30) days of the invoice date. Verso may suspend access to paid features in case of non-payment.

12. Confidentiality

Each party keeps confidential the non-public information of the other that it receives in connection with the Services, uses it only to perform these Terms, and protects it with reasonable care. This obligation does not apply to information that is public, already known, lawfully received from a third party, or whose disclosure is required by law or by a court or authority.

13. Warranties

Verso provides the Services in accordance with their documentation, available at https://docs.askverso.ai, and with the skill and care reasonably expected of a professional provider of similar services. Except as expressly stated in these Terms or in a Signed Agreement, Verso does not warrant that the Services will meet the Customer’s specific needs, achieve particular results, or be free of errors or interruptions.

14. Liability

In view of the current state of the art in artificial intelligence, Verso’s obligations relating to the availability and performance of the Services and to the content of Outputs are obligations of means (“obligations de moyens”). The Customer acknowledges that Outputs are generated by probabilistic models, that they may be inaccurate, incomplete or unsuitable for the Customer’s purposes, and that they must be reviewed by the Customer before any use.

Verso is solely liable for damages which are the immediate and direct consequence of non-performance of these Terms. Verso is not liable for indirect damage, such as loss of profit, business, opportunity, data or reputation, nor for damage resulting from misuse of the Services, a breach of these Terms, content provided by Respondents or Users, decisions based on Outputs, or the operation of Third-Party Services.

Verso’s total liability under these Terms is limited to the fees paid by the Customer for the Services during the twelve (12) months preceding the event giving rise to the claim, or one thousand euros (EUR 1,000) if no fees were paid. These limits do not apply:

• in the event of gross negligence (“faute lourde”) or wilful misconduct (“faute dolosive”);
• in the event of fraud;
• to liability for death or personal injury (“dommage corporel”).

15. Suspension and termination

Any User may stop using the Services and disconnect any Third-Party Service at any time, and ask us to close the Account.

Verso may suspend or close an Account, or restrict access to the Services, in case of a breach of these Terms, a security risk, non-payment, or a legal requirement. Except in case of urgency or serious breach, we will notify each User beforehand.

When access ends, the retention, export and deletion of Customer Data follow the Signed Agreement or, failing that, the Personal Data Policy and the Customer’s documented instructions.

16. Changes to these Terms

We may update these Terms. We will inform Users and the Customer of material changes by email or in the Services at least thirty (30) days before they take effect. If they continue to use the Services after that date, they are deemed to have accepted the updated Terms. If they do not accept them, they must stop using the Services.

17. Governing law and disputes

These Terms are governed by French law. The parties will seek an amicable solution to any dispute for thirty (30) days after it is notified. Failing that, the dispute will be submitted to the exclusive jurisdiction of the Commercial Court of Paris.

18. Contact

For any question about these Terms: contact@askverso.ai. For any question about personal data: privacy@askverso.ai.

Verso SAS, 3 boulevard de Sébastopol, 75001 Paris, France.

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