Effective Date: January 11, 2025 | Last Updated: January 11, 2025

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "you", or "your") and DATAPERL SAS ("Company", "we", "us", or "our"), a French société par actions simplifiée, concerning your access to and use of the Quirel platform and services.

By accessing or using Quirel, you agree to be bound by these Terms. If you disagree with any part of these terms, then you may not access the Service.

You must be at least 16 years old to use this Service. By using this Service, you represent and warrant that you are at least 16 years of age.

2. Definitions

• "Service" refers to the Quirel application generation platform, including all features, tools, and services provided through our website and APIs.
• "Content" means any text, code, images, or other materials uploaded, downloaded, or appearing on the Service.
• "User Content" means Content provided by users, including prompts, specifications, and uploaded materials.
• "Generated Content" means applications, code, and other outputs created by the Service based on User Content.
• "Account" means a unique account created for you to access our Service.

3. Use of Service

3.1 License Grant

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your personal or commercial purposes.

3.2 Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree not to use the Service:

• In any way that violates any applicable federal, state, local, or international law or regulation
• To transmit any material that is defamatory, offensive, or otherwise objectionable
• To impersonate or attempt to impersonate the Company, another user, or any other person or entity
• In any way that infringes upon the rights of others
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Service

3.3 Service Availability

We strive to maintain Service availability but do not guarantee uninterrupted access. The Service may be temporarily unavailable due to maintenance, updates, or technical issues.

4. User Accounts

4.1 Account Creation

To access certain features, you must create an account. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete.

4.2 Account Security

You are responsible for safeguarding your account password and for any activities or actions under your account. You agree to:

• Maintain the confidentiality of your account credentials
• Notify us immediately of any unauthorized access or security breach
• Not share your account with others
• Accept responsibility for all activities that occur under your account

4.3 Account Suspension

We reserve the right to suspend or terminate accounts that violate these Terms or engage in fraudulent or harmful activities.

5. User Content

5.1 Your Responsibility

You are solely responsible for any User Content you submit, post, or transmit through the Service. You represent and warrant that:

• You own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use your User Content
• Your User Content does not infringe, violate, or misappropriate the rights of any third party
• Your User Content complies with all applicable laws and these Terms

5.2 License to User Content

By submitting User Content, you grant us a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Content solely for the purpose of providing and improving the Service.

5.3 Content Moderation

We reserve the right, but not the obligation, to monitor, review, and remove User Content that violates these Terms or is otherwise objectionable.

6. Generated Content

6.1 Ownership

Subject to our rights in the underlying AI models and technology, you retain ownership of Generated Content created through your use of the Service, provided you comply with these Terms.

6.2 License to Generated Content

You grant us a limited license to use Generated Content for the following purposes:

• Providing and maintaining the Service
• Improving our AI models and services (in anonymized form)
• Complying with legal obligations

6.3 No Warranty

Generated Content is provided "as is" without any warranties. We do not guarantee that Generated Content will be error-free, secure, or suitable for your intended use. You are responsible for reviewing and testing any Generated Content before deployment.

7. Intellectual Property

7.1 Our Property

The Service, including its original content, features, and functionality, is and will remain the exclusive property of DATAPERL SAS and its licensors. The Service is protected by copyright, trademark, and other laws. Our trademarks and trade dress may not be used without our prior written consent.

7.2 Feedback

If you provide us with any feedback, suggestions, or ideas ("Feedback"), you grant us a worldwide, perpetual, irrevocable, royalty-free license to use such Feedback without restriction or compensation to you.

7.3 Third-Party Rights

The Service may contain content provided by third parties, including AI models from Anthropic, OpenAI, and others. Such content remains the property of its respective owners.

8. Prohibited Uses

• Generate content that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or invasive of privacy
• Create malware, viruses, or any code designed to harm computer systems
• Violate any applicable laws or regulations
• Infringe upon intellectual property rights of others
• Generate content for fraudulent or deceptive purposes
• Attempt to gain unauthorized access to any portion of the Service or any systems or networks
• Interfere with or disrupt the Service or servers or networks connected to the Service
• Use automated systems or software to extract data from the Service (scraping)
• Reverse engineer, decompile, or disassemble any aspect of the Service
• Remove, alter, or obscure any proprietary notices on the Service
• Use the Service to compete with us or create a similar service
• Exceed any rate limits or usage quotas
• Share your account credentials or API keys with unauthorized parties

9. Payment and Billing

9.1 Subscription Plans

Certain features of the Service require a paid subscription. By subscribing, you agree to pay all applicable fees as described in your selected plan.

9.2 Billing

• Recurring Billing: Subscriptions are billed on a recurring basis (monthly or annually)
• Automatic Renewal: Subscriptions automatically renew unless cancelled before the renewal date
• Price Changes: We may change subscription prices with 30 days' notice
• Taxes: All fees are exclusive of taxes, which you are responsible for paying

9.3 Refunds

Subscription fees are generally non-refundable, except where required by law. We may provide refunds at our sole discretion.

9.4 Payment Processing

Payment processing is handled by third-party providers. By providing payment information, you authorize us to charge the applicable fees through our payment processors.

10. API Usage and Limits

10.1 API Access

If we provide you with API access, you agree to use it in accordance with our API documentation and these Terms.

10.2 Rate Limits

We impose rate limits and usage quotas to ensure fair use and Service stability. Exceeding these limits may result in temporary or permanent suspension of access.

10.3 API Keys

You are responsible for maintaining the security of your API keys. Do not share them publicly or embed them in client-side code.

11. Termination

11.1 Termination by You

You may terminate your account at any time through your account settings or by contacting support. Termination does not entitle you to any refunds.

11.2 Termination by Us

We may terminate or suspend your account immediately, without prior notice or liability, for any reason, including if you breach these Terms.

11.3 Effect of Termination

Upon termination:

• Your right to use the Service will immediately cease
• We may delete your account and associated data after 30 days
• All provisions of these Terms that should reasonably survive termination will remain in effect

12. Disclaimers

To the fullest extent permitted by law, we disclaim all warranties, express or implied, including but not limited to:

• Implied warranties of merchantability and fitness for a particular purpose
• Any warranties that the Service will be uninterrupted, secure, or error-free
• Any warranties regarding the accuracy, reliability, or completeness of any content
• Any warranties that defects will be corrected

We do not warrant that Generated Content will meet your requirements or be suitable for production use without review and modification.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL DATAPERL SAS, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR:

• Any indirect, incidental, special, consequential, or punitive damages
• Any loss of profits, revenue, data, or use
• Any damages arising from your use or inability to use the Service
• Any damages arising from Generated Content or third-party content
• Any damages exceeding the amount paid by you to us in the 12 months preceding the claim

These limitations apply regardless of the theory of liability and even if we have been advised of the possibility of such damages.

Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability, so some of the above may not apply to you.

14. Indemnification

You agree to defend, indemnify, and hold harmless DATAPERL SAS and its officers, directors, employees, agents, licensors, and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your violation of these Terms
• Your use of the Service
• Your User Content or Generated Content
• Your violation of any rights of another party
• Your violation of any applicable laws

15. Changes to Terms

We reserve the right to modify or replace these Terms at any time at our sole discretion. If we make material changes, we will provide notice through the Service or by email at least 30 days before the changes take effect.

Your continued use of the Service after any changes constitutes acceptance of the new Terms. If you do not agree to the new terms, you must stop using the Service.

16. Governing Law

17. Dispute Resolution

17.1 Informal Resolution

Before filing a claim, you agree to try to resolve the dispute informally by contacting us at [email protected]. We'll try to resolve the dispute informally by contacting you via email.

17.2 Binding Arbitration

If we cannot resolve the dispute informally within 60 days, any dispute arising from these Terms shall be resolved through binding arbitration in accordance with the rules of the International Chamber of Commerce (ICC).

17.3 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

17.4 Exceptions

Nothing in this section shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to intellectual property, data security, or confidentiality.

18. General Provisions

18.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and DATAPERL SAS regarding the Service and supersede all prior agreements and understandings.

18.2 Waiver and Severability

Our failure to enforce any provision of these Terms will not be considered a waiver. If any provision is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

18.3 Assignment

You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign our rights under these Terms without your consent.

18.4 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

18.5 Notices

Notices to you may be made via email or through the Service. You must provide us with current contact information and update it as necessary.

18.6 Export Compliance

You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce and sanctions programs maintained by the Treasury Department's Office of Foreign Assets Control.

19. Contact Information