Terms and conditions of use
"CGU"
Solution naaia

Updated on 2024-01-01

1. The naaia Solution

The naaia Solution (hereinafter the "Application") is:

published by naaia (hereinafter the "Company") and,
is intended to assist users (hereinafter the "User") in managing the compliance and risk management of Artificial Intelligence Systems, and
is made available to the User by his employer (hereinafter "the Company") and under his responsibility.

In concrete terms, the Application features the following main functions:

Qualification of artificial intelligence systems designated by the Company ;
Generate a compliance action plan for qualified Artificial Intelligence Systems ;
Monitoring of events (modifications, malfunctions, incidents) concerning qualified artificial intelligence systems
Access to training and awareness resources concerning Application and/or Artificial Intelligence (litteracy).

The qualification of the artificial intelligence systems performed by the Application depends on the information entered or processed by the Application from the information provided by the User and The Company. Naaia is not in a position to validate or verify the truthfulness, completeness or accuracy of the information thus provided.

2. Acceptance and entry into force of the GCU

Use of the Application is offered by the Company to the User.

Use of the Application is subject to prior knowledge and express acceptance :

of these GTU of the Application by each User;
the Privacy Policy

The User acknowledges and accepts that express acceptance of the GCU and the Privacy Policy is evidenced by the creation of his/her secure personal access profil (hereinafter the "Account"), by clicking on an associated checkbox, in both cases in accordance with article 13 "Agreement of proof" of the GCU.

The GCU come into force on the day they are accepted by the User and expire on the day :

termination of registration by the Company;
or termination of these GCU and the User's Account by the Company;

under the conditions defined in article 15 "Termination".

Subject to Internet connection and license fees, which are the sole responsibility of the Company, the User is granted access to and use of the Application free of charge.

3. Object

The purpose of the GCU is to govern the use of the Application by all Users, and to define the rights and obligations of Users, the Firm and the Company.

If any provision of any such document is held by a court of competent jurisdiction to be invalid, the invalidity of such provision shall not affect the validity of the remaining provisions of such document.

No waiver of any provision of any such document shall be deemed a further or continuing waiver of such provision or any other provision of such document.

4. Definitions

In addition to certain words defined directly in the TOS, the following terms, when used with a capital letter in the TOS, have the following meaning and scope in connection with the conclusion and performance of the TOS:

"Application": means the Naaia solution for compliance monitoring and risk management associated with the artificial intelligence systems designated by the Company ;
"Account": refers to a personal access profile to the Application, restricted and reserved to each User on the basis of his/her authentication, and made available to him/her by the Company on instruction from the Company;
"Content": refers to all texts, photographs, illustrations, functionalities, data entered by the User and, more generally, any element existing within the Application;
"Artificial Intelligence System" or "AIS": refers to a use case designated by the Company and processed via the Application within the Application's "Qualification" module.
"User": refers to any individual User who has an Account on the Application and wishes to use it for its intended purpose as defined at the head of these GCU, each User being strictly designated by the Company.

5. Description of Application functionalities

The Application features a number of different functions:

Qualification : identification and directory of the Company's AI systems through their life cycles (Development, Deployment, Commercialization, Evolutions and Modifications) and qualification of each AI system according to 4 key criteria (operator / market / sector / composition). This module can integrate the company's various legal entities.

Action Plan and Documentation : a unique action plan in the form of a list or map, generated by completing the Qualification module and grouping together all the applicable standards selected by the company: regulatory, business/sector and customer.

Post-marketing follow-up : this function enables Users to keep themselves informed (downstream or upstream) and to notify all events linked to the life of the AIS to which they are exposed - risks, modifications, malfunctions.

Training : this feature offers a Learning Management System (LMS) to train Users in compliance rules and the use of the Application. The LMS may contain Company Content, distributed under the Company's responsibility.

6. Conditions of access to the Application

The steps involved in accessing and using the Application are as follows:

Create an Account

The User who wishes to do so is invited to create an Account after having receiving an e-mail containing a secure link sent by the Company, following the steps below:
- he chooses a password corresponding to a level of complexity set out when creating his Account;
- they receive, by SMS or e-mail, a single-use OTP code for authentication;
- he/she acknowledges these General Terms of Use and the Privacy Policy and, if applicable, accepts them by clicking on a dedicated checkbox.
Access to and use of the Account by the User

All access to and use of the Account by the User requires the entry of :
- its identifier ;
- password;
- a single-use code, received by SMS or e-mail, depending on the User's choice.

The User is solely responsible for the use he makes of his authentication elements described in the steps above, and undertakes to keep them securely and not to communicate them to a third party.

The User's authentication when accessing the Application implies that the operations carried out using the User's authentication details are irrefutably attributable to the User, under the conditions defined in article 13 "Evidence agreement" of the GCU.

Consequently, any action carried out by the User within the Application as part of the use of his/her Account, using his/her authentication details, will be deemed to have been carried out by the User under his/her exclusive responsibility.

In the event of loss or theft of authentication details, or suspicion of their use by an unauthorized third party, the User will oppose the use of his or her Account and undertakes in this respect to send his or her request without delay to the Company at the contact address provided in the Application.

The objection notified by the User will take effect immediately upon such notification. The User's existing authentication elements will be deactivated as soon as possible and the User will be invited by the Company to follow a secure procedure to generate a new Account.

7. Security commitments of the User

To preserve the security of personal data relating to Users, Users must:

comply with security instructions, and in particular with the rules governing the definition and change of authentication elements;
to respect access management, in particular, not to use the authentication details of another User, nor to seek to obtain this information;
to keep all authentication details strictly confidential and not to pass them on to third parties;
notify the Company of any technical malfunction or anomaly.

In particular, it is the User's responsibility to take all appropriate measures to protect their own equipment from contamination by viruses or other forms of attack.

The User is informed that technical interventions within the Application are carried out in compliance with the provisions of regulations relating to the protection of personal data.

The User acknowledges the existence of risks inherent in the use of telecommunications and the Internet, even in the presence of secure access such as that implemented within the framework of the Application, and particularly in terms of :

unreliability of the Internet ;
no guaranteed continuity of access to the Application ;
interruption of the Application's continuity of operation ;
performance not guaranteed, particularly in view of the propagation of viruses;
occurrence of bugs ;
any other technical constraints not under the control and responsibility of the Company.

Under no circumstances will the Company be held responsible for these risks and their harmful consequences, whatever their extent, for the User.

8. Intellectual property

The Company is the exclusive owner of the intellectual property rights to the Application.

The User acknowledges that the Application and all of its components (including, without limitation, all text, graphics, images, logos, names, trademarks, denominations, sounds, photographs, videos, drawings, data, software, database structure) are protected by intellectual property law and are and remain the exclusive property of the Company, or are licensed to the Company.

Access to and/or use of the Application in no way constitutes recognition of any right whatsoever and, in general, does not confer on the User any intellectual property right relating to any element of the Application. In particular, the User is not authorized to download, copy, alter, modify, adapt, delete, distribute, transmit, disseminate, sell, rent, license or exploit the elements making up the Application, in whole or in part, in any way whatsoever, without the express prior consent of the Company.

The Company grants the User a personal, non-exclusive and non-transferable right to access, display and use the Application, including the elements comprising the Application, for use strictly in accordance with these GCU.

Any form of use of the Application in violation of the Company's rights constitutes an infringement punishable under the French Intellectual Property Code, and may expose the perpetrators to civil and criminal prosecution.

The following are also prohibited

any commercial use of all or part of the Application;
any use for collective purposes that is likely to create an illegitimate obstacle to the operation of the Application;
Any provision of the Application to a third party, for any reason whatsoever, including for demonstration purposes.

The Company reserves the right to take any measures it deems appropriate to prevent or terminate any infringement of its intellectual property rights or the intellectual property rights of third parties, without any liability whatsoever arising from such measures.

In addition to its exclusive intellectual property rights over the structure of the databases implemented as part of the use of the product, as defined above, due to the substantial financial, material and human investments made by the Company in the design, development, hosting and implementation of the Application, the User acknowledges that the Company is the "producer" of all databases produced as part of the Application, within the meaning of article L. 341-1 of the French Intellectual Property Code, and thus holds all proprietary rights to the databases thus created, on an exclusive basis and for the entire legal duration of database protection as defined by the French Intellectual Property Code.

9. Protection of personal data

The term "Regulations" refers to Act No. 78-17 of January 6, 1978, as amended, relating to information technology, files and freedoms and Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data.

In compliance with the Regulations, personal data concerning the User is collected and processed in the context of access to and use of the Application.

Information concerning the processing of the User's personal data is provided in the Privacy Policy expressly accepted by the User and available on this link : https://app-contents.naaia.ai/privacy-protection-policy.

10. Liability of the Company

The Company's liability towards the User may only be incurred for acts directly and exclusively attributable to the Company and causing direct and personal damage to the User.

Under no circumstances shall the Company be held liable to the User for any :

indirect loss, recognized as such by the French courts;
damage resulting from misuse or use of the Application that does not comply with these GCU; or with the Regulations or any legal or regulatory provision whatsoever
damage resulting from facts attributable to the User, any other User or any third party.

The Company is bound by a best-efforts obligation in providing the Application within the limits defined in the GCU. Consequently, the Company may in no case be held liable for the direct or indirect consequences of decisions made by the User, in particular with regard to compliance and the management of risks associated with AIS.

The User remains solely responsible for the use he makes of the Application.

Each User undertakes to validate the suitability of the Application for his or her own needs. Each User acknowledges that he/she alone makes any decision based on the use of the Application, and that the Company assumes no responsibility for (i) a decision to ensure compliance, (ii) the management of a situation of non-compliance.

Furthermore, each User acknowledges that the Company may not be held liable for any direct or indirect material or immaterial damage, whatever the cause, including damage that may be caused by the possible dissemination of viruses, by computer fraud, due to the constraints and limits of the Internet network or the loss, deterioration or alteration of files, nor for the consequences resulting from :

use of the Application;
its inability to access the Application.

Each User undertakes to use the Application :

in compliance with laws, regulations and the rights of third parties, in particular intellectual property rights;
in a fair manner and in accordance with its intended purpose.

The Company will use its best efforts to ensure that the Application is accessible to the User at all times.

As an exception to the foregoing, access to the Application will be suspended for the duration of any technical operations required to update, develop and maintain it. The User will be notified of such operations by means of a notice posted on the Application.

Access to the Application will also be suspended in the event of force majeure as described in article 11 "Force majeure" of the GCU and/or in the event of the occurrence of an event beyond the Company's control, making normal operation of the Application impossible.

Such periods of suspension of access to the Application, whatever their cause or duration, shall not entitle the User to any compensation.

The Company will also use its best efforts to ensure the proper functioning of the Application.

However, the Company shall in no event be held liable for the consequences :

the unsuitability of the content of the Application for the User's expectations;
the User's inability to use all or part of the Application;
the User's use of the Application;
temporary partial or total unavailability of the User's access to the Application;
and, more generally, a failure in the performance of the Application.

Nor can the Company be held liable for any damage resulting from :

a compromise in the confidentiality of the User's personal connection data that is not related to the security of the Application;
a fault or negligence on the part of the User or a third party;
malfunctions affecting the terminal or mobile equipment from which the User uses the Application and, more generally, malfunctions linked to the User's Internet connection;
a computer virus, hacking or intrusion by a third party into its computer systems;
strike, riot, war, weather phenomenon, telecommunications network failure, loss of Internet connectivity.

In the event of non-compliance with one or more provisions of the GCU, access to the Application by Users may be unilaterally, automatically and without notice, temporarily suspended or permanently blocked.

The User may not use the Application for purposes other than those defined in the GCU, and in particular may not use the Application to promote a product or service for any advertising, commercial or promotional purpose.

Any other use in breach of the company's rights and the GCU will result in suspension of access to the Application and, where applicable, prosecution.

11. Force majeure

In the event of a force majeure event, as defined in article 1218 of the French Civil Code, causing a temporary impediment to performance for one of the parties, the respective obligations of the parties will be suspended and neither party will incur any liability as a result.

If the force majeure event lasts for more than thirty (30) consecutive days, and/or if, as soon as it occurs, it causes a definitive impediment to performance for one of the parties, the party to which the force majeure event is opposed shall be entitled to terminate the present GCU by operation of law.

12. Evidence agreement

The computerized registers kept in the computer systems of the Company and its subcontractors will be considered as proof of communications and of the various transmissions of written and electronic documents between Users, the Application and the Company.

The User acknowledges and accepts that, after his/her authentication, any expression of will through the use of the functionalities offered within the Application, and in particular the acceptance of the GCU and the Notice of information-consent, constitutes an electronic signature within the meaning of the provisions of articles 1366 et seq. of the French Civil Code, and manifests his/her consent by characterizing its proof.

In accordance with the provisions of articles 1366 et seq. of the French Civil Code, the use of an electronic signature, based on a reliable identification process guaranteeing its link with the act to which it is attached, is considered a valid signature and proof within the meaning of the aforementioned provisions.

The User may not contest the admissibility, validity or probative value of the aforementioned elements in electronic format or support, on the basis of any legal provision whatsoever which specifies that certain documents must be written or signed to constitute proof.

Thus, the elements considered constitute proof and, if they are produced as means of proof by the Company in any litigation or other proceedings, will be admissible, valid and opposable in the same way, under the same conditions and with the same probative force as any document that would be established, received or kept in writing.

13. Modifications to the GCU and the Application

The Company reserves the right to modify the GCU or the rules governing the use of the Application at any time.

The Company also reserves the right to make changes to the Application.

The User will be informed of each new version of the GCU and the Application and may be asked to accept them again by checking the corresponding boxes.

In all cases, continued use of the Application after any modification of the GCU implies acceptance of the modifications to the GCU.

14. Termination

On the Company's initiative

The Company reserves the right, unilaterally and without prior notice, to terminate these GCU and all or part of the User's access to the Application in the event of improper, unfair, fanciful or fraudulent use of the Application or failure to respect the rights of the Company and/or any obligation of the User defined in the GCU.

In the event of a definitive impediment in accordance with article 11 "Force majeure" of the GCU, all access to the Application will be terminated, and these GCU will be terminated, without indemnity or notice.

At the User's initiative

The User may terminate access to the Application at any time by sending a request to the following e-mail address: dpo@naaia.ai.

The User is hereby informed that the closure of his/her Account for access to the Application will not result in the automatic deletion of his/her personal data. This data will be stored under the conditions defined in the Privacy Policy accepted by the User.

Once this action has been taken, the User will no longer be able to access the Application.

15. Applicable law

The GCU will be executed and interpreted in accordance with French law.

Failing amicable settlement, any dispute relating to the Application or in connection with its use shall be submitted to the French courts, regardless of the User's place of residence.

16. Miscellaneous

Transfer

The User acknowledges and accepts that the Company may freely assign these GCU and all the rights and obligations attached thereto to any third party, without the User's prior written consent. The User accepts that such assignment releases the Company for the future.

No waiver

The fact that the Company does not avail itself at a given time of any stipulation may not be considered as a waiver of the benefit of said stipulation or of the right to subsequently avail itself of said stipulation and/or to claim compensation for any breach of said stipulation.

Independence

The User acknowledges and accepts that the GCU do not create any relationship of subordination, agency, association or joint venture between the Company and the User. The Company and the User each act in their own name and for their own account, without the power to bind the other in any way whatsoever.

Divisibility

If any provision of the GCU is held to be invalid or unenforceable and declared as such pursuant to any law, regulation or final decision of a competent court, such provision shall be deemed unwritten, without affecting the validity of the remaining provisions and shall be replaced by a valid provision of equivalent effect, which the parties agree to negotiate in good faith.

Assistance - Information - Claims

Any request for information, clarification, assistance or complaint relating to the Application must be addressed to the Company at the contact address provided on the Application.

Terms and conditions of use "CGU" Solution naaia