Skip to main content

If you or the entity or organization you represent use a DAVI product or service free of charge (without a paid subscription), use of such product or service is subject to the free usage Terms of Use available at https://docs.retorik.ai/legal/freemium-agreement, and not to these Terms of Use.

If you or the entity or organization you represent use a DAVI product or service obtained through a reseller or managed service provider authorized by DAVI, use of such product or service is subject to the pass-through Terms of Use available at https://docs.retorik.ai/legal/pass-through-agreement, and not to these Terms of Use.

Terms of Use

These Terms of Use (these "Terms") contain the terms and conditions governing your purchase of subscriptions and your use of the Services (as defined below), and govern the contractual relationship between DAVI, Inc., a company with a share capital of 62,904 euros registered with the Trade and Companies Register of Nanterre under number RCS: 433 940 194 and whose registered office is located at 19 rue Godefroy 92800 Puteaux ("DAVI"), and you or the entity or organization you represent.

If you are an individual using the Services for your own purposes: (1) all references to "Customer" pertain to you and (2) you represent and warrant that you are at least 18 years old, or have otherwise reached the "age of majority" where you reside, and that you have the right, power and authority to enter into these Terms.

If you are using the Services on behalf of an entity or organization you represent: (1) all references to "Customer" are to that entity or organization and (2) you represent and warrant that you are at least 18 years old, or have otherwise reached the "age of majority" where you reside, and that you have the right, power and authority to enter into these Terms on behalf of the Customer.

These Terms become binding and effective for the Customer on the earlier of: (1) when you access or use the Services, (2) when you click an "I Accept", "Sign Up" or similar button or checkbox for use of the Services in an interface that references these Terms, or (3) when you enter into an Order (as defined below) with DAVI (the "Effective Date").

Capitalized terms not otherwise defined in these Terms shall have the respective meanings assigned to them in Section 25.

1. Orders​

These Terms set forth the conditions under which Customer may access and use the Services under one or more Orders.

2. Access and Use​

2.1. Use of Services​

Subject to the applicable Order and these Terms, DAVI hereby grants Customer the right to access and use the Services in accordance with the Documentation during the Order Term for the Customer Environment.

Customer may use the Services for internal purposes within the usage limits defined by DAVI for free accounts, as specified on the plans page at https://retorik.ai/pricing and in Customer's dashboard. Exceeding these limits may result in suspension or restriction of access to the Services.

Customer acknowledges that use of the Services by Customer for the benefit of third parties requires Customer's acceptance and participation in the DAVI Partner Network and will be subject to the terms available therein for the applicable partner program. For clarity, this limitation does not prevent Customer from sharing reports containing Customer Data that have been generated by the Services with individuals or entities outside its organization.

2.2. Customer Components​

As between the parties, Customer controls the Customer Environment and its individual components (each, a "Customer Component"), whether owned, leased or licensed by Customer, located on Customer's premises or cloud-based, or used by Customer on a software as a service or other basis. Customer is solely responsible for the selection, implementation, activation, deactivation and configuration of connections between Customer Components and the Services (the "Connections") and the configuration of the Services, including with respect to how they interact with Customer Components. By connecting a Customer Component to the Services, Customer hereby grants DAVI the right, and expressly requests DAVI, to access and interoperate with such Customer Component solely to provide and support the Services. Customer is responsible for ensuring that access, use and interoperation of Customer Components with the Services comply with all terms, policies and licenses applicable to Customer Components and associated data and Connections (collectively, "Customer Component Terms").

2.3. Data​

Through Customer's configuration and use of the Services, Customer has control over the types and quantities of data from the Customer Environment that are submitted to the Services or are otherwise uploaded to the Services (collectively, but excluding Account Data, "Customer Data"). By submitting Customer Data to the Services, Customer hereby grants DAVI, its affiliates and contractors the right, and expressly requests DAVI, its affiliates and contractors, to process Customer Data to provide and support the Services as described in the Documentation and these Terms. DAVI will be responsible for the actions and omissions of its affiliates and subcontractors undertaken in connection with DAVI's performance under these Terms to the same extent as DAVI would be responsible if it directly performed the Services. Customer authorizes DAVI to use information about Customer's configuration and use of the Services ("Usage Data"), Customer Data and Account Data to: (a) manage Customer's account, including to calculate Fees (as defined in Section 9.1); (b) provide and improve the Services and Support (as defined in Section 4); and (c) provide information, service and feature announcements and other reports. Customer agrees that DAVI may use aggregated or anonymized Customer Data and Usage Data for any commercial purpose during or after the term of these Terms, including, but not limited to, developing and improving DAVI products and services and creating and distributing information, reports and other documents.

2.4. Data Access, Sharing and Portability​

Customer retains full ownership of Customer Data generated by use of the Services, and DAVI undertakes to provide, upon request, (a) access and export of such data in a structured, commonly used and interoperable format, allowing its transfer or export within a maximum period of thirty (30) days; (b) Customer may also request the transmission of its Data to a designated third party, under equivalent security conditions and for reasonable and proportionate fees; (c) DAVI will make available the documentation and interfaces necessary to ensure interoperability with other digital services, in accordance with Regulation (EU) 2023/2854 ("Data Act"); (d) in case of exceptional necessity of public interest provided for by the Data Act, certain Data may be communicated to public authorities of the European Union, with Customer being informed unless legally prohibited; (e) finally, Customer Data will be used by DAVI only for the performance of the Services, any secondary use for commercial purposes requiring Customer's written consent.

2.5. Limited Sublicense​

All rights granted by each party to the other under this Section 2 are limited, non-exclusive and, except as otherwise provided in these Terms, non-transferable.

3. Availability​

DAVI undertakes to make the Services available at least 99.95% of the time, excluding any time when the Services are unavailable due to one or more Exceptions (the "Availability Standard"). If actual availability of the applicable Services is less than the Availability Standard for two consecutive months, Customer may terminate the applicable Order in the calendar month following such two-month period upon written notice to DAVI.

4. Support​

During the Order Term, DAVI will provide support to users. Without limiting any of Customer's remedies under these Terms in relation to the Services themselves, Customer's sole and exclusive remedy for any alleged failure by DAVI to provide support with reasonable skill, care and diligence will be re-performance of the applicable support.

5. Security and Privacy​

Each party has security and privacy obligations as set forth in these Terms, which it deems appropriate in accordance with the requirements of Privacy Laws in light of the nature, purpose and risks of processing Personal Data in connection with the Services.

5.1. Security​

DAVI will implement and maintain appropriate technical and organizational measures to protect Customer Data and Account Data from accidental loss and from unauthorized access, use, alteration or disclosure, as described in the Security Measures. Customer is responsible for proper configuration of the Services in accordance with the Documentation, enabling single sign-on authentication for Customer accounts and securing passwords, keys, tokens or other credentials used by Customer in connection with the Services (collectively, "Customer Credentials"). Customer agrees to make reasonable efforts to prevent unauthorized access or use of the Services and to promptly notify DAVI if Customer believes that (a) Customer Credentials have been lost, stolen or made available to an unauthorized third party or (b) an unauthorized third party has accessed the Services or Customer Data.

5.2. Privacy​

The parties agree to comply with the Data Processing Addendum, which is incorporated into these Terms. Customer agrees that it will transfer Personal Data to the Services only to the extent necessary for Customer to access and use the Services and to the extent permitted by Privacy Laws given the nature of the Personal Data and the specifics of the Services and the terms of these Terms. Unless otherwise expressly provided in applicable Supplemental Terms, described in the Documentation or otherwise agreed in writing by the parties, Customer must not use the Services to process Sensitive Information and must make reasonable efforts to restrict the inclusion of other Personal Data in Customer Data, including by applying filters, masks and other tools and configurations described in the Documentation.

6. Concealed Work​

6.1. Registration Declaration​

DAVI declares that it is registered with the RCS and URSSAF and that its registrations expressly cover all its activities for the performance of these Terms.

6.2. Obligation to Provide Concealed Work Compliance Documents​

In accordance with Articles L 8221-1 et seq. of the French Labor Code and in accordance with Article D 8222-5 of the same Code, DAVI undertakes to provide Customer, upon request, with the following documents:

  • A copy of the tax notice relating to business tax,
  • An extract from Kbis attesting to its registration in the trade register,
  • A sworn statement established by the Company, certifying that the work is performed by employees who are regularly employed in accordance with Articles D.8222-5, D.8222-7 and D.8222-8 of the French Labor Code.

7. Customer Responsibilities and Restrictions​

7.1. Customer Responsibilities​

Customer will be solely responsible for: (a) the Customer Environment, including as necessary to enable Authorized Users to access and use the Services; (b) Account Data, Customer Data and Customer Credentials (including activities conducted with Customer Credentials), subject to DAVI's obligations under these Terms; (c) providing and receiving all required notices and any required consents and authorizations from providers of Customer Components, Authorized Users and individuals whose Personal Data may be included in Account Data, Customer Data or Customer Credentials and complying with Customer Component Terms.

7.2. Customer Restrictions​

Nothing in these Terms includes the right and Customer shall not, directly or indirectly: (a) permit any person or entity other than Authorized Users to access and use the Services; (b) attempt to gain unauthorized access to a Service or its related systems or networks; (c) use a Service to access DAVI's intellectual property rights, except as permitted by these Terms; (d) modify, copy or create a derivative work based on a Service or any part, feature or function of a Service; (e) resell, distribute or otherwise make available any Service to a third party, including as part of a managed services offering; (f) except to the limited extent permitted by applicable law, reverse engineer, disassemble or decompile any or all of the Services, or attempt to access, discover or recreate the source code of the Services; (g) access or use the Services or Documentation for the purpose of competing (or enabling others to compete) with DAVI, including copying ideas, features, functions or graphics; developing competitive products or services; or performing competitive analysis; (h) remove, obscure or alter any proprietary notices relating to the Services; (i) use the Services to send or store Malicious Code; (j) use or permit others to use the Services in violation of any law; or (k) use or permit others to use the Services other than for Customer's operations and as described in the applicable Order, Documentation and these Terms.

7.3. DAVI Sanctions​

In the event DAVI reasonably believes a violation of Section 7.2 has occurred, in addition to any other remedies available at law or in equity (including termination under Section 15.2), DAVI will have the right to investigate the alleged violation and suspend any individually identified Authorized User(s) suspected of the violation from accessing the Services for as long as is reasonably necessary to remediate the potential violation. DAVI will notify Customer in writing of any suspension (each, a "Suspension Notice") and will work with Customer in good faith to resolve the potential violation. Such Suspension Notice will be provided in advance, unless DAVI reasonably believes the alleged violation creates an urgent or emergency situation where failure to take immediate action may expose DAVI, Customer or other DAVI customers to a risk of imminent harm. For clarity, DAVI reserves the right, but assumes no obligation to Customer (other than with respect to the Suspension Notice), to take any of the actions described in this Section 7.3.

8. Compliance with Applicable Laws​

Each party agrees to comply with all Applicable Laws with respect to the performance of its obligations and the exercise of its rights under these Terms. Without limiting the foregoing:

8.1. Anti-Corruption and Anti-Influence Peddling​

Each party must comply with applicable anti-corruption and anti-influence peddling laws, in accordance with the recommendations of the French Anti-Corruption Agency. As of the Effective Date and the date of each Order, each party represents that it has not received, given or offered any unlawful or inappropriate bribe, payment, gift or value from an employee, agent or representative of the other party or its affiliates in connection with these Terms. Each party agrees to promptly notify the other party if it learns of a violation of the foregoing. This representation is not intended to include usual and reasonable gifts and entertainment provided in the ordinary course of business, to the extent such gifts and entertainment are permitted by applicable law.

8.2. Economic Sanctions​

Neither party shall provide, directly or indirectly, DAVI software, Services, related technologies or technical data (i) to a person, entity, country or region identified on the consolidated screening list, available at https://www.consilium.europa.eu/en/policies/sanctions (ii) a person or entity in Russia or Belarus (collectively, "Target Sanctions"), or (iii) to any party owned 50% or more by one or more Target Sanctions. Each party represents that (a) it is not a Target Sanctions; and (b) it is not otherwise prohibited (on the basis of 50% ownership, location for operations or use, or other legally relevant factors) from providing or receiving Services, as applicable, without a license or other approval under export controls.

9. Pricing and Fees​

9.1. Payment for Services​

Except as provided in Section 9.2 with respect to good faith disputes, Customer agrees to pay all Fees charged by DAVI for Customer's use of the Services in accordance with these Terms and the applicable Order(s) and Service Plan(s) (collectively, "Fees"). Unless otherwise provided in an Order, (a) pricing for Services is shown on the pricing page available at https://retorik.ai/pricing; (b) Fees are calculated based on usage and billed monthly in arrears; (c) Fees must be paid in euros and, subject to Section 9.2, upon receipt of invoice; and (d) Fees for Services include standard support at no additional charge. Usage calculation criteria vary by Service type and feature, as specified in the applicable Service Plan available on the pricing page.

9.2. Payment Disputes​

Customer must assert any good faith dispute regarding Fees in writing within 10 days of receiving the invoice giving rise to the dispute. Except in case of a good faith dispute, if Customer fails to make payment when due, without limiting DAVI's other rights and remedies: (a) DAVI may charge interest on the overdue amount at the legal interest rate increased by 50%; (b) Customer will reimburse DAVI for all reasonable costs incurred by DAVI in collecting late payments or interest, including reasonable attorney's fees; and (c) if such failure continues for 10 days or more, DAVI may suspend Customer's and its Authorized Users' access to the Services until such amounts are paid in full. DAVI will not exercise its suspension or termination rights and will not apply interest on late fees if Customer disputes the applicable Fees reasonably and in good faith and provides reasonable cooperation to resolve the dispute.

9.3. Payment Methods​

If Customer pays Fees using a credit card or any digital payment method supported by DAVI, Customer authorizes DAVI to charge Customer's account for the Services using that payment method. Customer must keep all billing account information up to date to ensure that all Fees are charged to the appropriate account and paid in a timely manner. If Customer notifies DAVI to cease using a previously designated payment method and does not designate an alternative, DAVI may immediately suspend use and access to the Services. Any notice from Customer modifying its billing account will not affect Fees that DAVI submits to Customer's billing account before DAVI can reasonably act on Customer's request. DAVI uses a third-party intermediary to handle credit card processing, and such intermediary is not authorized to use Customer's credit card information, except in connection with Customer's authorized purchases. Notice (including by email) from DAVI's third-party credit card processor declining Customer's credit card or otherwise relating to Customer's account will be deemed valid notice from DAVI.

10. Order Renewal​

10.1. Automatic Renewal​

Unless either party takes a non-renewal action as described in Section 10.3, Orders will automatically renew as a new Order for additional periods of the same duration as the expiring Order Term (each, a "Renewal Order Term"). For Orders with a term of 12 months or more, DAVI will notify the Customer Administrator by email at least 30 days before the start of the Renewal Order Term. This notice will include notice of pricing adjustments, if any, in accordance with Section 10.2 below. For Orders with a term of less than 12 months, DAVI will notify the Customer Administrator by email at least 15 days before the start of the Renewal Order Term only in connection with pricing adjustments (as described in Section 10.2) or other Order modifications. Customer's failure to take a timely non-renewal action is deemed to constitute consent to the applicable Fee increase.

10.2. Automatic Renewal Pricing Adjustments​

In connection with any automatic renewal, DAVI may increase the price in effect at the end of the applicable Order Term for the Services up to no more than 9% or a percentage equal to the increase in the Syntec index for the given period. Unless explicitly stated otherwise on the applicable Order: (i) credits are not renewed and promotional or one-time pricing for any Service under the Order will not be extended to a renewal; and (ii) any renewal where Customer requests a reduction in subscription quantity and/or Order Term will result in new pricing at the time of renewal.

10.3. Non-Renewal Action​

If Customer does not wish to automatically renew, Customer must submit a request to its Customer Success Manager at DAVI at least 15 days before the expiration of the then-current Order Term or make the desired changes within the Services. If Customer does not wish to continue using DAVI Services, Customer may avoid incurring further expenses by submitting a support request for deactivation of Customer's account, including the desired deactivation date. If Customer continues to use the Services after the expiration of the then-current Order Term (other than as permitted under Section 15.5) without a new Order in place, such Services will continue to be available under DAVI's standard terms and pricing will be calculated and billed in accordance with the rates shown on the pricing page available at https://retorik.ai/pricing. No continued use beyond the expiration of an Order shall be construed as extending the Order Term nor prevent DAVI from suspending or terminating Customer's access to the Services at any time after the Order expires. DAVI reserves the right to provide a non-renewal notice or terminate 15 days before the end of any Order period.

11. Taxes​

All Fees are exclusive of taxes, levies, duties or charges imposed by governmental authorities (collectively, "Taxes"). Customer is solely responsible for all sales, service, value-added, use, excise, consumption and any other tax on amounts payable by Customer under Orders and these Terms. Without limiting the foregoing, if Customer is required to deduct or withhold taxes under Applicable Laws in its country, Customer must remit such taxes in accordance with Applicable Laws and all Fees payable will be increased such that DAVI receives an amount equal to the sum it would have received had no withholding or deduction been made.

12. Ownership​

As between the parties: (a) Customer owns all right, title and interest in and to the Customer Environment and Customer Data, including in each case all associated Intellectual Property Rights, and (b) DAVI owns all right, title and interest in and to the Services, Documentation, DAVI Operational Data and Feedback, including in each case all associated Intellectual Property Rights. Both parties have the right to use threat actor data for the purpose of neutralizing the threat, including for third parties. Except for rights expressly granted by one party to the other in these Terms, all rights are reserved by the granting party.

13. Confidentiality​

13.1. Confidential Information​

As used in these Terms, "Confidential Information" means any information disclosed by a Party, its affiliates, business partners or their respective employees, agents or contractors (collectively, the "Discloser") that is designated as confidential, orally or in writing, or which, given the nature of the information or the circumstances surrounding its disclosure, should reasonably be considered confidential. Confidential Information includes, without limitation: (a) Customer Data; (b) information relating to the Discloser's or its affiliates' technology, customers, business plans, promotional and marketing activities, finances, pricing and other commercial affairs; (c) third-party information that the Discloser is required to keep confidential; and (d) the terms of these Terms, all pricing quotes and all Orders. However, Confidential Information does not include information that: (i) was known to the party receiving Confidential Information (the "Recipient") without restriction on use or disclosure; (ii) is independently developed by the Recipient without reference to or use of the Discloser's Confidential Information; (iii) is acquired by the Recipient from another source without restriction on use or disclosure; or (iv) is or becomes publicly available without fault or action of the Recipient.

13.2. Use and Disclosure Restrictions​

Recipient must use at least the same degree of care it uses to protect the confidentiality of its own similar Confidential Information of the same nature (but not less than reasonable care) to: (a) use the Discloser's Confidential Information only as permitted by these Terms, unless the Discloser has given prior written consent for other uses, and (b) disclose the Discloser's Confidential Information only to Recipient's or its affiliates' employees, partners, contractors (including legal counsel and accountants), and service providers ("Representatives") who (i) are bound by non-use and non-disclosure obligations and (ii) need to know the Confidential Information for Recipient to exercise its rights or perform its obligations under these Terms. Notwithstanding the foregoing, Customer shall not disclose the terms of these Terms, any Order or quote, or DAVI's security information to its partners, contractors (except for legal counsel or accountants) or service providers without DAVI's prior written consent. Recipient is responsible for any violation of these obligations by its Representatives to the same extent as it is responsible for its own violations. To the limited extent any use or disclosure is required by applicable law or by a valid and binding order of a governmental body (such as a subpoena or court order), Recipient may disclose only that portion of the Discloser's Confidential Information it is required to disclose upon advice of its counsel, provided that, to the extent permitted by applicable law, Recipient makes reasonable efforts to give the Discloser reasonable advance notice to afford it an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information. In the event of a breach or threatened breach by Recipient of its obligations under this Section 13.2, the Discloser will have the right to seek an injunction and other equitable relief in any court of competent jurisdiction to enforce such obligations.

14. Disclaimer​

14.1. NO IMPLIED WARRANTIES​

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, NEITHER PARTY MAKES ANY WARRANTY OR GUARANTEE OF ANY KIND, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ANY WARRANTY, WHETHER IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

14.2. As Is​

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, ALL SERVICES, SUPPORT AND ANY OTHER MATERIALS ARE PROVIDED BY DAVI "AS IS", "AS SUCH" AND "AS AVAILABLE". DAVI MAKES NO REPRESENTATION OR WARRANTY, AND HAS NO SUPPORT OBLIGATION OR LIABILITY, EXCEPT WITH RESPECT TO THE SERVICES AND ONLY TO THE EXTENT PROVIDED IN THESE TERMS. WITHOUT LIMITING OTHER PROVISIONS OF THIS SECTION 14, DAVI MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, DOCUMENTATION OR ANY OTHER MATERIALS, OR THE RESULTS OF USING THEM: (a) WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS; (b) WILL OPERATE WITHOUT INTERRUPTION; (c) WILL ACHIEVE ANY INTENDED RESULT; (d) WILL BE ERROR-FREE OR (e) WILL BE COMPATIBLE WITH, WORK WITH OR CONTINUE TO WORK WITH CUSTOMER COMPONENTS. ANY MODIFICATION TO THE CUSTOMER ENVIRONMENT, CUSTOMER COMPONENTS OR CONNECTIONS (INCLUDING THEIR UNAVAILABILITY) OR CUSTOMER COMPONENT TERMS DURING AN ORDER TERM DOES NOT AFFECT CUSTOMER'S OBLIGATIONS UNDER THE APPLICABLE ORDER OR THESE TERMS.

15. Term and Termination​

15.1. Term​

The term of these Terms will continue for 90 days after the expiration or earlier termination of the last Order in effect.

15.2. Termination for Breach​

DAVI may terminate any Order upon written notice to Customer if Customer fails to pay any amount due under the Order that is not disputed in good faith in accordance with Section 9.2, and such failure continues for more than 15 days after delivery of written notice by DAVI. In addition, either party may terminate all Orders and these Terms, then in effect upon written notice to the other party, if the other party materially breaches these Terms, and such breach remains uncured for 30 days after the non-breaching party has provided the breaching party with written notice of such breach.

15.3. Effect of Termination​

Upon expiration or earlier termination of an Order: (a) subject to Section 15.5, all rights granted to Customer with respect to the Services under that Order will cease as of the effective date of termination; (b) subject to Section 15.5, DAVI will have no obligation to provide the applicable Services to Customer or Authorized Users after the effective date of termination; and (c) subject to Section 9.2 (Payment Disputes), the parties will make all payments required under Section 15.4.

15.4. Payments Upon Termination​

If an Order is terminated early by Customer in accordance with Section 3, or by DAVI in accordance with Section 15.2: (a) Customer will not be required to pay amounts specified in the Order for Services not yet provided and (b) DAVI will refund to Customer a prorated share of any unused amounts prepaid by Customer under the applicable Order for the Services (a "Pro Rata Refund"). In all other cases, and whether Customer uses the Services at the levels reflected in the Orders or otherwise, Customer will not be entitled to a refund of Fees paid and Fees incurred for the entire full duration of the Order(s) and all Fees accrued beyond incurred Fees based on Customer's use of the Services prior to termination will become immediately due and payable.

15.5. Post-Termination Access​

Provided that Customer has paid all amounts due under these Terms, and subject to any shorter retention period in the applicable Service Plan, until 30 days from the effective date of termination of these Terms or an applicable Order, an Authorized User designated by Customer will be permitted to continue to access and download Customer Data that was accessible to Authorized Users through the Services immediately prior to termination. The designated Authorized User's access and use will continue to be subject to the terms of these Terms, provided that the Authorized User accesses or uses the Services only to download Customer Data. Any post-termination use of the Services, except as permitted in this Section 15.5, will be subject to pricing on the pricing page. Customer Data after termination will be deleted in the ordinary course, but will in no event be retained beyond the retention period of the applicable Service Plan. Customer may request early deletion of Customer Data by submitting an organization deletion request to support@davi.ai.

15.6. Survival​

The provisions set forth in the following sections, and any other rights or obligations of the parties under these Terms that by their nature should survive termination or expiration of these Terms, will survive any expiration or termination of these Terms: 2.3 (Data), 7.2 (Customer Restrictions), 9 (Pricing and Fees), 11 (Taxes), 12 (Ownership), 13 (Confidentiality), 15 (Term and Termination), 16 (Limitations of Liability), 18 (Notices), 21 (Independent Parties; No Third Party Beneficiaries), 23 (Governing Law; Venue) and 24 (General Provisions).

16. Limitations of Liability​

16.1. EXCLUSIONS AND LIMITATIONS​

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 16, (A) IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES OR THEIR EMPLOYEES, AGENTS, CONTRACTORS, OFFICERS OR DIRECTORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR DAMAGES FOR BUSINESS INTERRUPTION, COVERAGE, LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING FROM OR RELATED TO THESE TERMS; (B) IN NO EVENT WILL DAVI, ITS AFFILIATES OR THEIR EMPLOYEES, AGENTS, CONTRACTORS, OFFICERS OR DIRECTORS BE LIABLE FOR ANY OF THE FOLLOWING: (1) ANY LOSS TO CUSTOMER RESULTING FROM CUSTOMER'S INABILITY TO ACCESS OR USE THE SERVICES, INCLUDING AS A RESULT OF ANY (a) AUTHORIZED TERMINATION OR SUSPENSION OF THESE TERMS OR CUSTOMER'S USE OF OR ACCESS TO THE SERVICES OR CUSTOMER DATA, (b) OUR DISRUPTION OF ANY OR ALL OF THE SERVICES, OR, (c) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ANY OR ALL OF THE SERVICES FOR ANY REASON; (2) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES; (3) ANY INVESTMENT, EXPENDITURE OR COMMITMENT BY CUSTOMER IN CONNECTION WITH THESE TERMS OR CUSTOMER'S USE OF OR ACCESS TO THE SERVICES; OR (4) ANY UNAUTHORIZED ACCESS, ALTERATION OR DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE CUSTOMER DATA OR OTHER DATA; AND (C) IN NO EVENT WILL THE CUMULATIVE AND AGGREGATE LIABILITY OF EITHER PARTY UNDER THESE TERMS EXCEED THE FEES PAID TO DAVI BY OR ON BEHALF OF CUSTOMER UNDER THE APPLICABLE ORDER(S), INCLUDING PRIOR ORDERS FOR THE SAME SERVICES, IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THE EXCLUSIONS AND LIMITATIONS OF THIS SECTION 16 APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF THE NON-BREACHING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PROVISIONS OF THIS SECTION 16 ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE EXCLUSIONS IN DECIDING TO ENTER INTO THESE TERMS AND THE PRICING OF THE SERVICES.

16.2. Exceptions​

The exclusions and limitations of Section 16.1 do not apply to: (i) gross negligence, willful misconduct or fraud of a party in connection with these Terms; (ii) Customer's breach of Section 7.2; or (iii) Customer's payment obligations to DAVI under these Terms.

17. Publicity​

Neither party shall, except as required by applicable law or stock exchange requirements, issue or publish any advertisement, statement, press release or other advertising or marketing material relating to these Terms or otherwise use the other party's trademarks or logos without the other party's prior written consent. However, DAVI may include Customer's name and logo in its DAVI customer lists, public website and any other promotional materials, in each case in accordance with any Customer brand guidelines to the extent available to DAVI. DAVI agrees to cease such uses of Customer's name and logo within 30 days of Customer's request submitted to support@davi.ai.

18. Notices​

18.1. Notice of Breach​

Notices for claims made for breach of the Terms (including exercise of any associated termination right) or for notices under Section 12 ("Ownership"), must be sent to (a) DAVI, at its Puteaux, France registered office address (provided at https://www.davi.ai/contact/), with a copy to davi@davi.ai or (b) to Customer at the physical and email addresses identified in its Order(s). All legal notices required or permitted under this Section 18.1 must be given in writing and are deemed to have been sufficiently given (i) one business day after being sent by courier to the party's physical address; or (ii) three business days after being sent by registered mail, return receipt requested, to the party's physical address.

18.2. Other Communications​

  • (a) To DAVI. For all other notices or communications to DAVI, Customer may contact, as applicable, (i) support@davi.ai (in connection with Sections 4 and 15.5), (ii) daf@davi.ai (in connection with Section 9), (iii) any other email address specifically identified in an applicable section of the Terms, or (iv) Customer's DAVI Customer Success Manager by email (in connection with all other communications, including Sections 10.3 and 18).
  • (b) To Customer. For all other notices or communications to Customer, DAVI will contact (i) a Customer Administrator (including in connection with Sections 4, 7 and 10) by email; (ii) Customer's billing contact provided in an applicable Order or in Account Data (in connection with Section 9) by email; or (iii) for non-Customer-specific notices, through the Services. All notices required or permitted to be given under this Section 18.2 must be given in writing and shall be deemed sufficiently given two business days after being sent, unless the sender knows that such notice was not received.

19. Affiliates​

19.1. Authorized Affiliates​

Where a Customer affiliate has not entered into a separate Order or other agreement directly with DAVI, Customer may authorize such affiliate (each, an "Authorized Affiliate") to access and use the Services under an existing Order between DAVI and Customer. In such cases, Customer will be responsible for such Authorized Affiliate's compliance with the terms of these Terms and any applicable Order.

19.2. Customer Liability for Affiliates​

Customer will be jointly responsible for compliance with these Terms and all Orders hereunder with its Authorized Affiliates. As between DAVI and Customer, Customer accepts full responsibility for the acts and omissions of its Authorized Affiliates. To the extent more than one Authorized Affiliate, or an authorized affiliate and Customer, has an actionable claim under these Terms, such claims must be combined and filed only under a single complaint to the extent permitted by Applicable Laws.

20. Assignment​

Either party may assign these Terms and all Orders to an affiliate or in connection with a merger, consolidation or reorganization, or a sale of all or substantially all of the business or assets of that party relating to these Terms to an unaffiliated third party, provided that notice is provided within 60 days of such assignment and the assignee agrees in writing to accept all obligations and liabilities under these Terms, including, in the case of Customer, all unpaid Fees. Subject to the foregoing, neither party may assign its rights or obligations under these Terms, whether by operation of law or otherwise, without the other party's prior written consent. Any purported assignment in violation of this section is void. These Terms bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

21. Independent Parties; No Third Party Beneficiaries​

The parties expressly understand and agree that their relationship is that of independent contractors. Nothing in these Terms constitutes a party as an employee, agent, joint venture partner or servant of another. These Terms are for the sole benefit of the parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

22. Force Majeure​

Neither party will be liable to the other party, or be deemed to have defaulted or breached these Terms, for any failure or delay in performing or performing any condition of these Terms (except for any obligation to make payments for Services received), when and to the extent such failure or delay is caused by events beyond the reasonable control of the party concerned, including acts of force, pandemics, floods, fires or explosions; war, invasion, riots or other civil disturbance; terrorist or criminal acts; cyberattacks; Internet disruptions; embargoes or blockades in effect on or after the date of these Terms; or national or regional emergency (each of the foregoing, a "Force Majeure Event"), provided that, in each case, the party concerned promptly notifies the other party, indicating the period during which the event is expected to continue, and makes diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

23. Governing Law; Venue​

  1. French law shall govern any interpretation of the contract, particularly with regard to the contractual liability and tort liability of the parties.
  2. All disputes relating to these Terms that cannot be settled amicably shall be submitted to the Commercial Court of Nanterre, to which jurisdiction is expressly attributed, regardless of the defendant's domicile, as well as in case of third-party warranty claims or multiple defendants.
  3. The parties agree that the United Nations Convention dated April 11, 1980 on Contracts for the International Sale of Goods is specifically excluded from application to these Terms.

24. General Provisions​

24.1. Entire Terms​

These Terms, together with all Orders, and, as applicable, Supplemental Terms, constitute the complete and exclusive statement of the agreement between the parties and supersede all proposals, questionnaires and other communications and agreements between the parties (oral or written) relating to the subject matter of these Terms. All terms of any other instrument issued by Customer in connection with these Terms that are in addition to, inconsistent with or different from the terms and conditions of these Terms have no effect. In addition, these Terms supersede: any prior confidentiality, non-disclosure, evaluation or trial agreement entered into by the Parties with respect to Customer's or an Affiliate's evaluation of the Services or otherwise with respect to the Services.

24.2. Amendment​

Except as provided in Section 27, these Terms may be amended only by a written instrument duly signed by authorized representatives of the parties.

24.3. No Waiver​

Failure of a party to exercise or enforce a condition, term or provision of these Terms shall not constitute a waiver of that condition, term or provision. Any waiver by either party of a condition, term or provision of these Terms shall not be construed as a waiver of any other condition, term or provision.

24.4. Severability​

If any provision of these Terms is found to be invalid or unenforceable, the remainder of the Terms will remain in full force and effect.

24.5. Headings​

The headings in these Terms are provided for reference only and do not affect the interpretation of these Terms. For purposes of these Terms, the words "includes", "including" and "including" are deemed to be followed by the words "without limitation"; the word "or" is not exclusive; and the words "herein", "hereof", "above", "below" and "hereafter" refer to these Terms as a whole.

25. Definitions​

Capitalized terms not otherwise defined in these Terms have the respective meanings assigned to them in this Section 25.

  • "Account Data" means information about Customer that Customer provides to DAVI in connection with the creation or administration of its DAVI accounts, such as the first and last name, username and email address of an Authorized User or Customer's billing contact. Customer must ensure that all Account Data is current and accurate at all times during the applicable Order Term, and must not under any circumstances include Sensitive Information in Account Data. Account Data is subject to DAVI's privacy policy.
  • "Affiliate" means, with respect to a Party, a business entity that directly or indirectly controls, is controlled by or is under common control with that Party, where "control" means direct or indirect ownership of more than 50% of the voting securities of a business entity.
  • "Applicable Laws" means all laws, rules, guidelines, regulations or governmental orders that are applicable to a particular Party's performance under these Terms.
  • "Authorized User" means an individual employee, agent or contractor of Customer or a participating Affiliate for whom subscriptions to the Services have been purchased in accordance with the terms of the applicable Order and these Terms, and who has been provided User Credentials for the Services by Customer or the participating Affiliate (or by DAVI at the request of Customer or a participating Affiliate).
  • "Available" means that the Services used by Customer are available for access; "Availability" has a correlative meaning. Availability is assessed from the time the Services are made available by DAVI's hosting provider and measured in minutes during each calendar month during the Order Term. Customer may request Availability information by submitting a support request.
  • "Customer Administrator" means the person(s) identified in the Account Data as administrative users.
  • "Data Processing Addendum" and "DPA" means the Data Processing Addendum at https://docs.retorik.ai/legal/data-processing-addendum.
  • "DAVI Customer Success Manager" means the DAVI representative responsible for facilitating your relationship with DAVI. You may email support@davi.ai if you are unsure of your DAVI Customer Success Manager's contact information.
  • "DAVI Operational Data" means data relating to the operations, use and testing of the Services, including data arising from the use of the Services by DAVI customers, aggregated data on third-party components, aggregated and/or anonymized data as described in Section 2.3, and other data and information that informs the Services.
  • "DAVI Partner Network" means DAVI's partner network.
  • "Documentation" means DAVI's standard user documentation for the Services, currently available at https://docs.retorik.ai/.
  • "Exceptions" means any of the following: (a) Customer's breach of these Terms, an Order or the AUP; (b) Customer's failure to configure and use the Services in accordance with the Documentation; (c) failures or issues related to the Customer Environment; (d) Force Majeure Events; (e) DAVI's suspension of Authorized Users' access to the Services in accordance with Section 7.3 or 9.2; or (f) maintenance during a window for which DAVI notifies the Customer Administrator by email or through the Services in advance.
  • "Feedback" means bug reports, suggestions or other feedback regarding the Services or Documentation provided by or on behalf of Customer to DAVI, excluding any Customer Confidential Information contained therein.
  • "Intellectual Property Rights" means all registered and unregistered rights granted, applied for or otherwise existing now or in the future under any copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all rights or forms of protection of a similar or equivalent nature, anywhere in the world.
  • "Malicious Code" means code, files, scripts, agents or programs intended to cause harm, including, for example, viruses, worms, time bombs and Trojan horses.
  • "Order" means the purchase of a subscription to the Services: (a) completed and submitted by Customer online on the DAVI site or (b) executed by DAVI and Customer.
  • "Order Term" means, with respect to each Order, the duration of the subscription to the Services specified in the applicable Order, unless the Order is otherwise terminated earlier in accordance with these Terms or the Order.
  • "Party" means each of DAVI and Customer.
  • "Personal Data" means any information relating to an identified or identifiable natural person.
  • "Privacy Laws" means applicable laws concerning the confidentiality and protection of Personal Data.
  • "Processing" means performing an operation or set of operations on data, content or information, including submitting, transmitting, displaying, transferring, disclosing, collecting, recording, organizing, structuring, storing, adapting or modifying; "Process" has a correlative meaning.
  • "Sensitive Information" means (a) government-issued identification numbers, including social security numbers; (b) financial information; (c) special categories of personal data subject to Article 9 of the GDPR; (d) Personal Data relating to criminal convictions and offenses subject to Article 10 of the GDPR; (e) protected health information subject to the Health Insurance Portability and Accountability Act of 1996, as amended; and (f) any other information subject to specific or enhanced requirements under applicable law or industry standards. "GDPR" means the General Data Protection Regulation 2016/679 of the European Parliament and of the Council on Data Protection 2016/679 of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC. ...s the hosted services that are made available by DAVI online via the applicable login page (currently https://portal.retorik.ai/) and other web pages designated by DAVI, which DAVI makes available on a paid basis. "Services" do not include (a) services provided free of charge or any alpha, beta or other pre-commercial version of a DAVI product or service (or feature of a Service), all of which are subject to the Free Trial Subscription Terms available at https://docs.retorik.ai/legal/freemium-agreement; and (b) any tool or other service, which is not individually essential to the operation of the Services, that DAVI makes available under separate license terms, including those listed on the DAVI marketplace.
  • "Supplemental Terms" means supplemental terms that apply to certain data, Services, Service Plans and/or customers, including any applicable service-specific terms.
  • "Threat Actor Data" means all data relating to unauthorized third-party bad actors and associated Malicious Code or other information or data related to the third-party bad actor or their actions that are collected or discovered through or during use of the Services by DAVI customers, excluding such information or data that identifies Authorized Users or customers.