Those Terms & Conditions, together with all the Contractual Documents set out below (together, the “Agreement”), establishes the terms and conditions between you ("Customer") and Unitalk SAS (”Unitalk”, “we”, “our”, or “us”). This Agreement governs your access to and use of Unitalk's online tools and software platform (the "Services"). Unitalk and Customer may individually be referred to as a “party” and collectively the “parties.” This Agreement becomes effective on the date you first accept its terms, either by completing the online sign-up process for any Service or by submitting a signed Order Form that references this Agreement (the "Effective Date").
Your agreement to these terms is signified by clicking a designated box or button indicating acceptance, or by executing an Order Form referencing this Agreement. If you are accepting this Agreement on behalf of a company or another legal entity, you represent and warrant that you possess the legal authority to bind that entity and its affiliates to this Agreement. In such cases, the term "Customer" will refer to that entity and its affiliates. If you lack such authority, or if you do not agree to the terms outlined herein, you must not accept this Agreement and are consequently prohibited from accessing or using the Services."
| Term | Definition |
|---|---|
| Account Information | means information about the management of your Unitalk account and information that Customer and its associated Users provide to Unitalk in connection with (1) the creation or administration of your Unitalk account; or (2) Unitalk’s maintenance, support or monitoring of your account or the Services. Account Information includes User Personal Data (such as names, username, passwords, phone numbers, email addresses), Customer information (such as Workspace metadata, billing information, usage quotas or limit) and communications between the Customer (or User) and Unitalk support. |
| Affiliate | means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract, or otherwise. |
| Agreement | means this Master Services Agreement, along with its schedules and including any supplementary terms of service, together with all Order Forms entered into between you and Us. |
| API Key | means a unique security-token used to authenticate, access and use the API provided by a Third-Party Service Provider. |
| Confidential Information | means information that either party (“Discloser”) discloses directly or indirectly to the other party (“Recipient”) under this Agreement, and that is conspicuously marked, or orally, and if applicable, visually stated as confidential or would normally be considered confidential information by a reasonable party under the circumstances. “Confidential Information” does not include information that Recipient can document as being: (1) independently developed by Recipient; (2) rightfully given to Recipient by a third party without confidentiality obligations; or (3) public through no fault of Recipient. |
Unitalk’s Confidential Information includes non-public information regarding features, functionality, performance, and pricing of the Services, the Documentation, API(s), and other Unitalk products or services. | | Customer | means the individual, company, or other legal entity that creates an account for the Services and agrees to this Agreement, whether for a free or paid Subscription Plan. Where specific obligations or rights related to payment or organizational administration are mentioned, 'Customer' may refer specifically to the entity or individual responsible for the paid Subscription | | Customer Data | means all data stored by or on behalf of Customer or at Customer’s direction in the Services. Customer Data include Customer Personal Data, User Content and any data stored in a Data Source by the Customer. | | Customer Personal Data | means User Personal Data, Unstructured Personal Data or any Personal Data (i) uploaded to the Services by the Customer and processed by Unitalk as a Data Processor on behalf of Customer or its Affiliates, or (ii) otherwise processed by Unitalk’s Sub-Processors, in all cases pursuant to or in connection with instructions given by Customer, and as per Unitalk’s Data Processing Addendum ("DPA"). | | Data Source | means a logical data storage unit provided by Unitalk and hosted on Unitalk's platform, that allows Customer to upload (or synchronize) and store data and content on Unitalk's Services. A Data Source might contain Personal Data, as such Personal Data might be included in the data flow transmitted by the Customer (in unstructured data like documents or synchronized form structured databases). | | Documentation | means Unitalk-provided User documentation relating to the Services, as may be updated by Unitalk from time to time. Documentation does not include content published in community forums. | | Effective Date | means the date Customer agrees to this Agreement. | | External Provider Services | means services provided by a third-party entity, which is used by the Customer at its own discretion, in connexion with Unitalk's Services, including without limitation, to extend the features of a Customer's application (based on the Unitalk App functionality), to improve any Customer's instruction, to enrich the context of any prompt, or to send / retrieve information through an external system. Typically, External Provider Services enable Customer's application to query external data or write data to external services. External Provider Services might include services like search engine APIs, or headless browsers (web scraping).
When Customer uses External Provider Services independently, these cannot be considered to be Unitalk's Subcontractors or Sub-Processors. | | Foundation Model Provider | means a Third-Party Services Provider that offers large-scale, pre-trained models designed to serve as a foundational or base technology for a wide range of processing tasks, such as natural language analysis and text generation and/or images generation. | | Force Majeure Event | means events usually taken as such by art. 1218 of French Civil Code and French case law and the French courts, and any circumstances beyond Unitalk’s reasonable control, including, but not limited to, a fait du prince and act of government, flood, fire, earthquake, civil unrest, act of terror, strike or lockouts or or other labor problem (other than one involving Unitalk’s employees), epidemics, power failures, communication line failures or Internet service provider failure or delay, Non-Unitalk Application failure, or acts undertaken by third parties, including without limitation, any denial of service attack or third-party domain name system event. | | Intellectual Property Rights | means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world. | | Order Form | means any ordering documentation or online sign-up or subscription pages, regardless of form, provided by Unitalk and agreed to between the parties which sets forth the Services accessed by the Customer and any relevant pricing. Multiple Order Forms may be entered into under this Agreement. | | Schedule | means a schedule to this Agreement. | | Services | means Unitalk’s online software-as-a-service platform and services including any related APIs provided by Unitalk, together with all related desktop applications. “Services” exclude Non-Unitalk Services. | | Subcontractor | means a third-party individual or company that is contracted directly by Unitalk, to perform specific tasks or provide services as part of a project or a larger service agreement. The Subcontractor works under the supervision and direction of Unitalk. Subcontractors involved in Customer Personal Data processing are defined as Unitalk's Sub-Processors. | | Sub-Processor | means Unitalk’s Subcontractors which have access to, or might have access to, or process Customer Personal Data. The terms “Sub-Processor” (and “Processor”) have the same meanings as described in applicable Data Protection Laws (GDPR) and shall be construed accordingly. | | Subscription Fees | means all fees associated with your Subscription. | | Subscription Plan | means the applicable subscription level of packaged functionality and services (including free trial) as detailed in the Order Form, on Unitalk’s website, and, at Unitalk’s discretion, in the applicable Documentation. | | Subscription Term | means the period during which you have agreed to subscribe to Unitalks Services. | | Third-Party Provider Services | means services provided by a third-party entity, which is made available on the Unitalk platform and which is used for the operation of Unitalk's Services or to extend some of its features. Third-Party Provider Services include mainly services provided by Foundation Model Providers (such as OpenAI or Anthropic). The corresponding Third-Party Services Providers involved in the processing of Customer Personal Data are referred to as Sub-Processors in this agreement. | | Unstructured Personal Data | means any Personal Data provided by the Customer or the User in unstructured data flow (such as in content of Data Sources or in User Content) or in any data flow performed by the Customer which is not specifically expected to contain Personal Data. By default, if any Personal Data is transmitted through such a data flow, Unitalk is not aware of the existence and nature of such Personal Data, which are thus considered as Unstructured Personal Data. Typically, Personal Data related to Customer’s clients / consumers / end users / prospects are considered as Unstructured Personal Data. | | Usage Data | means information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including information concerning Customer’s and Users’ use of the various features and functionality of the Services and analytics and statistical data derived therefrom, assistant names and one-liner descriptions). Usage Data does not contain any User Content except for messages sent to Unitalk support or the @help assistant. | | User | means any individual who accesses or uses the Services. This includes: (i) individuals who sign up for and use a free Service plan ('Free Users'), (ii) individuals who sign up for and use a paid Service plan for their own use ('Individual Subscribers'), and (iii) individuals invited and authorized by a Customer (typically an organization or team) to access the Services under that Customer's paid Subscription ('Members') | | User Content | means any content or data created in, stored in or transferred into a Workspace by a User. For example and without limitation, a User Content can be a conversation, a prompt, an instruction, an input, or an output returned to a U based on an input. To the extent the content is managed by a User, such content shall be considered as User Content. | | User Personal Data | means any Personal Data related to the User and stored in its User account by the User or the Customer. Any other Personal Data provided by the User or the Customer in unstructured data flow (such as in Data Sources or in User Content) are considered as Unstructured Personal Data but not as User Personal Data. | | Workspace | means a separated section of the Service where Users may submit, post or modify Customer Data. Workspaces have different tiers, that have different features and functionality as specified in the Documentation, including Data Sources. |
Unitalk offers a super AI assistant with multi-modal reasoning capabilities as well as a platform for building custom AI-powered assistants ("AI Assistants"). The platform provides the tools for users to create AI Assistants designed to meet their unique needs. These custom AI Assistants are designed to improve workflow by providing easy access to and utilization of relevant knowledge. Users can configure their custom AI Assistants to connect to remote services, including those offered by Third-Party Service Providers like Foundation Model Providers. They can also connect the AI Assistants to their own Data Sources, allowing for relevant, domain-specific context to be used by the Foundation Models. Unitalk's platform lists major Foundation Model Providers ("FMPs"), but the user is responsible for selecting an FMP that meets their technical and legal requirements. Use of Unitalk's Services is subject to the terms and conditions in this Agreement.
The Agreement is composed of the following documents listed below. In case of any conflict or inconsistency the following order of precedence shall apply: