Nodiris

Legal Notice

Website Publisher

NODIRIS, a simplified joint stock company with capital of €1,000, registered with the Paris Trade and Companies Register under number 102.724.911, with its registered head office located at 58 rue de Monceau CS 48756 75380 Paris Cedex 08.

For any inquiries, please contact us at: contact@nodiris.ai

Director of the publication

Emeric GUISSET, President of NODIRIS company

Hosting

This website is hosted by:

Amazon Web Services (AWS) in a European data center

AWS is a company of Amazon Web Services Inc., headquartered at : 410 Terry Ave N, Seattle

410 Terry Ave N, Seattle

WA 98109-5210

United States

https://aws.amazon.com


General Terms of Sale and Use (GTC/GTU)

Last updated: April 27, 2026

PREAMBLE & IDENTIFICATION

These General Terms of Sale and Use (hereinafter "GTC/GTU") govern the contractual relationship between:

NODIRIS, a simplified joint stock company with share capital of €1,000, registered with the Paris Trade and Companies Register under number 102.724.911, with its registered office at 58 rue de Monceau CS 48756 75380 Paris Cedex 08, represented by EG CAPITAL INVEST, President,

(hereinafter the "Service Provider")

AND

Any legal or natural person acting in a professional capacity (hereinafter the "Client").

Accessing the platform, signing a quote, or any payment constitutes acceptance of these GTC/GTU.

ARTICLE 1 — SCOPE

Nodiris offers two categories of services:

a) A SaaS software solution for semantic analysis and content recommendations, incorporating features to optimize visibility in artificial intelligence systems (hereinafter the "SaaS Service").

b) Consulting, strategic advisory, and professional services, performed at the Client's request within the scope of defined engagements (hereinafter "Consulting Services").

These GTC/GTU define the general terms applicable to both categories. Specific conditions for each order are set out in the signed specific conditions or quotes.

ARTICLE 2 — CONTRACTUAL DOCUMENTS

The contractual framework comprises, in descending order of priority:

1. Specific conditions / signed quotes

2. Any specific service contracts (SOW, engagement contracts)

3. These GTC/GTU

In the event of a conflict between these documents, the higher-ranking document prevails.

ARTICLE 3 — ORDER

3.1 Contract formation

Any order becomes firm and final after:

signing of a quote by both parties,
online validation with payment confirmation, or
issuance of a purchase order accepted by Nodiris.

3.2 Validity of offers

Commercial offers are valid for 30 days from their date of issue, unless otherwise stated.

3.3 Currency

Invoicing is carried out in euros (€), unless otherwise stated in the quote.

ARTICLE 4 — ACCESS TO THE SAAS SERVICE

4.1 Account creation

Access to the SaaS Service is conditional on creating an account. The Client is responsible for the accuracy of the information provided during registration.

4.2 Credentials

The Client is solely responsible for the confidentiality of their login credentials and all actions taken through their account.

4.3 Unauthorized use

The Client agrees to notify Nodiris without delay of any unauthorized use of their account.

4.4 Authorized users

Access is limited to the number of users defined in the quote. The Client agrees not to share access beyond this scope.

ARTICLE 5 — ACCEPTABLE USE

5.1 Prohibited actions

The Client is prohibited from, in particular:

reproducing, copying, reselling, or commercially exploiting the platform or its algorithms,
reverse engineering any part of the Service,
using robots, scrapers, or any automated device not expressly authorized,
disrupting or attempting to compromise the integrity or security of the Service,
using the Service for unlawful purposes or contrary to these GTC/GTU.

5.2 Consequences

Any breach may result in the immediate suspension of access to the Service, without notice or refund, without prejudice to any claim for damages.

ARTICLE 6 — DESCRIPTION OF THE SAAS SERVICE

6.1 Nature of the Service

Nodiris provides the Client, within the scope of their subscription, access to:

a software infrastructure for semantic analysis and knowledge graph construction,
automated content recommendation tools,
dashboards and analytical reports.

6.2 Specifics of artificial intelligence technologies

The Client acknowledges that the Service relies in part on third-party systems (language models, search engines, APIs) whose evolution is independent of Nodiris. Accordingly:

Nodiris has no control over these systems and cannot guarantee their stability or availability,
results obtained depend on external factors beyond Nodiris's control,
Nodiris provides no guarantee of results in terms of ranking, citations, or visibility in AI systems.

6.3 Best-efforts obligation

Nodiris's obligation with respect to the SaaS Service is a best-efforts obligation.

ARTICLE 7 — SERVICE LEVEL AGREEMENT (SLA)

7.1 Target availability

Nodiris commits to maintaining a target availability of 99% per calendar month, excluding planned maintenance.

7.2 Exclusions

The following are excluded from availability calculations:

planned maintenance, notified to the Client with 48 hours' notice,
interruptions due to third parties (hosting provider, API providers, network operators),
incidents caused by the Client or its users.

7.3 Maintenance

Nodiris reserves the right to carry out maintenance operations that may cause temporary interruptions. It commits to scheduling these outside peak usage hours where possible.

ARTICLE 8 — CONSULTING AND ADVISORY SERVICES

8.1 Separate regime

Consulting Services constitute a separate contractual regime from the SaaS Service. They are governed by specific conditions, quotes, or engagement contracts (SOW) specific to each assignment.

8.2 Nature of services

Consulting Services may include, without limitation:

audit of content strategy and semantic positioning,
support in implementing recommendations,
production of editorial or strategic deliverables,
training and skills transfer.

8.3 Obligation

Unless otherwise specified in the engagement contract, Consulting Services are subject to a best-efforts obligation.

8.4 Client collaboration

The successful delivery of Consulting Services is conditional on the Client's active collaboration, including:

timely provision of necessary information, access, and resources,
designation of a primary contact with necessary authority,
approval of deliverables within agreed timeframes.

Any delay attributable to the Client may result in a shift in the engagement schedule without impact on invoicing for services already engaged.

8.5 Deliverable validation

The Client has 5 business days from the submission of a deliverable to raise written, substantiated objections. Without feedback within this period, the deliverable is deemed accepted.

8.6 Intellectual property of deliverables

Deliverables produced within the scope of Consulting Services are transferred to the Client upon full payment of the corresponding engagement. Nodiris retains its methods, know-how, and tools, as well as the right to mention the completion of the engagement in its commercial references, unless the Client objects in writing.

ARTICLE 9 — TERM & TERMINATION

9.1 Term

The duration of the commitment is defined in the quote or specific conditions. Certain subscriptions may include a minimum commitment period specified in the quote. During this period, early termination does not entitle the Client to a refund of the remaining monthly payments due until the end of the commitment.

9.2 Tacit renewal

Absent termination within the following notice periods, the contract is tacitly renewed:

annual subscription: termination notified in writing 30 days before expiry,
quarterly subscription: termination notified in writing 15 days before expiry,
monthly subscription: termination notified in writing before the next billing date.

9.3 Termination for breach

In the event of a material breach by either party, and failing remedy within 15 days following formal notice sent by registered letter with acknowledgment of receipt, the other party may terminate the contract by operation of law.

9.4 Setup fees

Setup fees mentioned in the quote are due upon signature and are non-refundable, including in the event of early termination.

9.5 Effects of termination

On the effective date of termination: access to the SaaS Service is deactivated, outstanding amounts remain due, and the provisions relating to confidentiality, intellectual property, and liability survive termination.

ARTICLE 10 — FINANCIAL CONDITIONS

10.1 Pricing

Prices are stated exclusive of tax. Applicable VAT is that in force on the invoicing date.

10.2 Payment terms

Unless otherwise stated in the quote:

SaaS subscriptions are payable in advance, i.e., at the beginning of each period (monthly, quarterly, or annual),
Consulting Services are invoiced according to the schedule defined in the engagement contract (deposit, milestones, or balance).

Accepted payment methods: direct debit, bank transfer.

10.3 Late payment

In accordance with applicable law: any invoice not paid by its due date incurs late payment penalties at a rate of three times the statutory interest rate, a flat-rate indemnity of €40 applies automatically, and Nodiris reserves the right to suspend access to the Service after a formal notice remains without effect for 8 days.

10.4 Price revision

Nodiris reserves the right to revise its pricing with 60 days' notice. The Client may terminate their contract without charge if the revision is unfavorable, by notifying Nodiris before the new pricing takes effect.

ARTICLE 11 — INTELLECTUAL PROPERTY

11.1 SaaS Platform

Nodiris retains all intellectual property rights over the platform, its source code, algorithms, models, and know-how. These GTC/GTU grant the Client a non-exclusive, non-transferable, non-sublicensable license to use the platform, limited to the duration of the contract and the defined scope.

11.2 Client Data

The Client retains ownership of their data. They authorize Nodiris to process it solely for the purpose of performing the Service and producing aggregated and anonymized analyses.

11.3 Consulting Deliverables

Rights over deliverables produced within the scope of Consulting Services are transferred to the Client in accordance with the terms of article 8.6.

ARTICLE 12 — CONFIDENTIALITY

12.1 Mutual obligations

Each party undertakes to keep strictly confidential any confidential information communicated by the other party in connection with the performance of the contract. Confidential information includes technical, commercial, financial, and strategic information identified as such or whose confidential nature is reasonably apparent.

12.2 Exceptions

The following information is not subject to the confidentiality obligation:

information already known to the receiving party prior to its communication,
information that is or becomes public through no fault of the receiving party,
information lawfully obtained from a third party without confidentiality restrictions,
information whose disclosure is required by a judicial or regulatory authority.

12.3 Duration

Confidentiality obligations apply during the term of the contract and for a period of 3 years following its termination or expiry.

ARTICLE 13 — PERSONAL DATA

13.1 Reference

The processing of personal data is governed by Nodiris's Privacy Policy, available at nodiris.ai.

13.2 Roles

In the context of providing the SaaS Service, Nodiris acts as a data processor within the meaning of the GDPR for the data entrusted to it by the Client for the purpose of performing the Service. The terms of this processing are formalized in a data processing agreement (DPA) attached to the contract or signed separately.

13.3 Client obligations

The Client warrants that it has valid legal bases for the processing carried out in connection with the use of the Service.

ARTICLE 14 — LIABILITY

14.1 Principle

Nodiris's liability can only be engaged in the event of proven fault.

14.2 Exclusions

Nodiris shall not be liable for:

loss of revenue, customers, or business opportunities,
indirect or consequential non-material damages,
data loss not directly attributable to a fault by Nodiris,
consequences of changes to third-party AI systems.

14.3 Liability cap

Nodiris's total liability is limited to the amounts actually paid by the Client during the 12 months preceding the event giving rise to the claim.

14.4 Force majeure

Events of force majeure include in particular: failure of cloud infrastructure providers, unavailability of third-party APIs, unforeseeable changes to AI systems, natural disasters, cyberattacks on essential third parties.

ARTICLE 15 — DATA PORTABILITY

At the end of the contract, upon request by the Client made before the effective date of termination:

Nodiris returns the Client's data in a usable standard format,
this return takes place within 30 days,
beyond this period, the data is deleted in accordance with the Privacy Policy.

ARTICLE 16 — AMENDMENTS TO THE GTC/GTU

Nodiris reserves the right to amend these GTC/GTU. In the event of a material change, the Client will be informed by email at least 30 days before the changes take effect.

Continued use of the Service after this period constitutes acceptance of the updated GTC/GTU. If the Client refuses, they may terminate their contract without charge before the changes take effect.

ARTICLE 17 — GOVERNING LAW AND JURISDICTION

These GTC/GTU are governed by French law.

In the event of a dispute, the parties agree to seek an amicable resolution before taking legal action.

In the absence of an amicable agreement, the Paris Commercial Court shall have sole jurisdiction, including in cases involving multiple defendants or third-party claims.