- NaliosAI (ai.nalios.com) (hereinafter, the “Tool”) is an Odoo® AI software created and provided by NALIOS SRL, registered with the Crossroads Bank of Enterprises under number 0755.733.730 and having its registered office at Rue Phocas Lejeune 25 Box 5, 5032 Gembloux (Belgium) (hereinafter, “NALIOS”).
- The Tool is designed to answer Odoo®-related questions and support Odoo® usage. NALIOS has built this Tool on the model language of GPT, an API developed by Open AI L.L.C. (www.openai.com/product).
- The present Terms shall prevail over any other terms and conditions. Any other terms and conditions are hereby explicitly rejected, and they shall be wholly inapplicable to the use of the Tool.
- The User can subscribe to the Tool online by creating a user account and by choosing the period of subscription and the package as described on NALIOS' website (hereinafter, the “Subscription”).
- PROVIDED THAT IT EXPRESSLY ACCEPTED THESE TERMS, THE USER SHALL HAVE ACCESS TO THE TOOL AS SOON AS NALIOS RECEIVES PAYMENT OF THE FIRST SUBSCRIPTION FEE. SUCH ACCESS SHALL CONTINUE FOR THE PERIOD AS AGREED UPON BETWEEN THE PARTIES.
- Subject to User's fulfilment of all obligations under the Terms, the User will have a non-exclusive, personal, non-transferable, non-sublicensable subscription to access and use the Tool in order to answer the User's Odoo®-related questions and to support Odoo® usage (hereinafter, the “Purpose”).
- The Subscription tacitly renews for subsequent periods (e.g. one month in case of monthly subscription and one year in case of annual subscription). However, the User may at any time decide to suspend the Subscription via the mechanism provided for this purpose on the Tool. Any month or year started is due and will not be reimbursed.
- THE USER UNDERTAKES TO ONLY USE THE TOOL FOR THE PURPOSE AND NOT TO USE THE TOOL FOR ANY PURPOSE THAT MAY BE DETRIMENTAL TO NALIOS' BUSINESS ACTIVITIES OR COMMERCIAL INTERESTS.
- NALIOS may use a subscription key or similar control mechanism to ensure compliance with the use and limitations of the Subscription.
- ACCOUNTS ARE PERSONAL, MEANING THAT THE USER IS NOT ALLOWED TO TRANSFER ACCOUNTS FROM ONE COMPANY TO ANOTHER OR FROM ONE PERSON TO ANOTHER.
- The User shall also ensure that its network and systems comply with any relevant specifications provided by NALIOS.
SUBSCRIPTION FEE, PAYMENT, INVOICING AND SUSPENSION
- When subscribing online, the User is informed of the prices of each category of Subscription offered by NALIOS (hereinafter, the “Subscription Fee”).
- The Subscription Fee does not include any set-up fee or costs related to training or requests related to provide any custom modification, consulting, system integration or other services outside the scope of the Subscription.
- All prices in any offer are exclusive of all applicable taxes, levies or duties, and User will be solely responsible for the payment of all such amounts. NALIOS will add taxes to the Subscription Fee, where it is required to do so by law, and User will pay them together with the price. All prices are payable in Euro (EUR) unless agreed differently.
- In order to pay the Subscription fee, the User must be in possession of a credit card. Subject to Article 2.4, the Subscription Fee will be debited from the User's credit card by the payment organisation chosen by NALIOS in advance at the beginning of each subscription period.
- IF THE SUBSCRIPTION FEE IS NOT PAID BY THE DUE DATE, NALIOS MAY AUTOMATICALLY SUSPEND THE SUBSCRIPTION. THE USER ACKNOWLEDGES AND AGREES THAT NALIOS IS NOT OBLIGED TO CONTINUE PROVIDING ACCESS TO THE TOOL AS LONG AS THE SUBSCRIPTION FEE IS NOT PAID.
- NALIOS may change the Subscription Fee by prior notice to the User. Fee increases will be effective thirty (30) days after they are communicated and will apply to the next subscription period.
- Any and all intellectual property rights (i.e. any and all (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights, know-how; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, (f) trade and business names, domain names, database rights, rental rights and any other industrial or intellectual proprietary rights or similar right (whether registered or unregistered); (g) all registrations, applications for registration, renewals, extensions, continuations, divisions, improvements or reissues relating to any of these rights and the right to apply for, maintain and enforce any of the preceding items, in each case in any jurisdiction throughout the world) in the Tool are the sole property of NALIOS or its subcontractors (such as Open AI L.L.C.).
- EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO EXPRESS OR IMPLIED LICENSE OR RIGHT OF ANY KIND IS GRANTED TO THE USER REGARDING THE TOOL.
- THE USER AGREES TO USE THE TOOL FOR USER'S BUSINESS PURPOSES ONLY AND THE USER AGREES NOT TO DISSEMINATE THE TOOL, IN ANY FORM, TO ANY PERSON OR ENTITY.
- The User will not, and will not encourage any third party to: (i) modify, adapt, alter, translate, or create derivative works of the Tool; (ii) reverse-engineer, decompile, disassemble, or attempt to derive the source code for the Tool; (iii) distribute, license, sublicense, lease, rent, loan or otherwise transfer the Tool to any third party; (iv) remove, alter, obscure in any way the proprietary rights notices of NALIOS; (v) use the Tool for the purpose of creating a product or service competitive with the Tool; (vi) use the Tool in connection with any unsupported software or hardware.
- The User may not remove or circumvent any technical provisions that were installed to protect the Tool (or have these removed or circumvented by others).
- The User will refrain from any action that can in any way be damaging NALIOS or reputation associated with the trademark NALIOS®. The User will refrain from registering the trademark NALIOS® or any similar trademark for similar activities anywhere in the world.
- The User may be given access to NALIOS' confidential information. The User may use confidential information only as needed to use the Tool as permitted under these Terms. The User may not disclose confidential information to any third party and shall protect confidential information in the same manner that it protects its own confidential information of a similar nature, using at least reasonable care.
- Confidential information means non-public information that NALIOS designates as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other non-public business information. Confidential information does not include information that: (i) is or becomes generally available to the public through no fault of the User; (ii) the User already possesses without any confidentiality obligations when it received it under these Terms; (iii) is rightfully disclosed to the User by a third party without any confidentiality obligations.
- The User may disclose confidential information when required by law or the valid order of a court or other governmental authority if the User gives reasonable prior written notice to NALIOS and use reasonable efforts to limit the scope of disclosure, including assisting NALIOS with challenging the disclosure requirement, in each case where possible.
- The Tool can only be used for business purposes and only collects the minimum number of personal data of the User to use the Tool.
- THE USER ACKNOWLEDGES THAT THE TOOL CAN ONLY BE USED IN ORDER TO ASK ODOO®-RELATED QUESTIONS. THE USER EXPRESSLY UNDERTAKES NOT TO SEND ANY PERSONAL DATA IN THE SOFTWARE OF THE TOOL (I.E. ANY INFORMATION WHICH IS RELATED TO AN IDENTIFIED OR IDENTIFIABLE NATURAL PERSON), NOR SENSITIVE DATA (I.E. DATA REVEALING RACIAL OR ETHNIC ORIGIN, POLITICAL OPINIONS, RELIGIOUS OR PHILOSOPHICAL BELIEFS, TRADE UNION MEMBERSHIP, GENETIC DATA, BIOMETRIC DATA FOR THE PURPOSE OF UNIQUELY IDENTIFYING A NATURAL PERSON, DATA CONCERNING HEALTH OR DATA CONCERNING A NATURAL PERSON'S SEX LIFE OR SEXUAL ORIENTATION).
WARRANTIES AND DISCLAIMERS
- EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOOL IS PROVIDED “AS IS”.
- NALIOS makes no warranties and hereby disclaims all other warranties, covenants or representations, or conditions, whether written, oral, express or implied including, without limitation, any implied warranties of satisfactory quality, course of dealing, trade usage or practice, merchantability, suitability, availability, title, non-infringement, or fitness for a particular use or purpose, with respect to the use, misuse, or inability to use the Tool, as the case may be, provided to the User by NALIOS.
- NALIOS makes no representations or warranties concerning any content contained in or accessed through the Tool and shall not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Tool.
- THE USER ACKNOWLEDGES THAT ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING ARE RAPIDLY EVOLVING FIELDS OF STUDY. GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, USE OF THE TOOL MAY RESULT IN INCORRECT OUTPUT. THE USER ALWAYS HAS TO EVALUATE THE ACCURACY OF ANY OUTPUT AS APPROPRIATE FOR ITS USE CASE, INCLUDING BY USING HUMAN REVIEW OF THE OUTPUT. THE USER ALSO ACKNOWLEDGES THAT THE TOOL MAY NOT BE ABLE TO ANSWER ITS QUESTIONS AND PROVIDE IT WITH A SOLUTION.
- NALIOS does not warrant that the Tool is error-free. The User specifically acknowledges and agrees that NALIOS cannot be held liable for any errors when using the Tool or as an outcome of using the Tool. NALIOS also does not warrant the uninterrupted use of the Tool.
- The User acknowledges and agrees that it is solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Tool. The User is solely responsible for all problems, conditions, delays, delivery failures and all other loss or damages arising from or relating to the User's network connections or telecommunications links or caused by the Internet.
- The User represents and warrants to NALIOS that it has the authority to contract and to accept these Terms, and that any information, confidential or not, as well as personal data, provided to NALIOS by the User is accurate and truthful.
- The User will not: (a) infringe any intellectual property rights of third parties when using the Tool; (b) use any sources containing viruses, worms or other malicious computer programming codes intended to damage or actually damage the Tool, NALIOS's system or data; or (c) otherwise violate the rights of a third party.
- The User hereby agrees to indemnify and hold harmless NALIOS and its current and future affiliates, officers, directors, employees, agents, consultants and representatives from each and every demand, claim, loss, liability, or damage of any kind whatsoever, including reasonable attorney's fees, whether in tort or in contract, that it or any of them may incur by reason of, or arising out of, any claim which is made by any third party with respect to: (a) any breach or violation by the User or by any of the User's employees, helpers or agents of any provisions of these Terms; (b) any information provided by the User to NALIOS for the purposes of providing the Tool that violates any intellectual property rights or any other kind of right of a third party; and (c) fraud, intentional misconduct, or gross negligence committed by the User.
- TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NALIOS' LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE TOOL UNDER THESE TERMS WHETHER IN CONTRACT, WARRANTY, TORT OR OTHERWISE, WILL BE SUBJECT TO THE RESTRICTIONS SET FORTH IN THESE TERMS, AND IT WILL NOT EXCEED THE SUBSCRIPTION FEES PAID BY THE USER AND MAXIMUM FIVE THOUSAND (5.000) EURO.
- To the extent legally permitted under applicable law, NALIOS will not be liable to the User or any third party, for any special, indirect, exemplary, punitive, incidental or consequential damages of any nature including, but not limited to damages or costs due to loss of profits, loss of productivity, loss of data, revenue or income, goodwill, reputation, production of use, procurement of substitute services, costs of interventions or calibrations, including but not limited to any miscalculations, incorrect conversion of data, or the use, misuse, or inability to use the Tool, regardless of the cause of action or the theory of liability, whether in tort, contract, or otherwise. NALIOS will not be liable to the User or any third party for the damages to equipment on which the Tool has been downloaded.
- For the avoidance of doubt, NALIOS will not be liable for any claims resulting from: (a) User's or User's employees', helpers' or agents' unauthorized use of the Tool; (b) User's or any third party's unauthorized modification of the Tool; (c) User's use of the Tool in combination with any incompatible hardware or software; (d) User's or User's employees', helpers' or agents' use of the Tool in violation of any of the Articles of these Terms; (e) User's or User's employees', helpers' or agents' use of any software applications used by the User, even if the provider of such software application would be considered a subcontractor of NALIOS; (f) User's or User's employees', helpers' or agents' use of any content or data that were linked to or imported in the Tool.
- The exclusions and limitations of liability under these Terms will operate to the benefit of NALIOS' affiliates, subcontractors and resellers to the same extent such provisions operate to the benefit of NALIOS; and all exclusions and limitations of liability enforceable towards User are also, to the same extent, enforceable to User's employees, patients, helpers and/or agents.
- THE USER UNDERTAKES NOT TO ASK QUESTIONS ON THE TOOL THAT ARE NOT ODOO®-RELATED. NALIOS SHALL NOT BE HELD RESPONSIBLE FOR THE ANSWERS GENERATED BY THE TOOL FOR QUESTIONS THAT ARE NOT RELATED TO ODOO®.
- SIMILARLY, NALIOS SHALL NOT BE HELD LIABLE FOR ANY CLAIM RESULTING FROM THE USER'S FAILURE TO COMPLY WITH ARTICLE 6.3, I.E. IF THE USER DECIDES TO SEND PERSONAL OR SENSITIVE DATA VIA THE TOOL.
- Support in relation to the Tool can be found on the “Help” tab available on the Tool.
- Depending on the subscription package chosen, the User may have access to a human intervention from NALIOS when the Tool does not provide an answer to its question.
- Any question about the present Terms can be sent to the following email address: firstname.lastname@example.org.
TERM AND TERMINATION
- The Subscription is granted to the User for a specific term (monthly or annual subscription), which is tacitly renewed. The User may terminate the Subscription under the conditions set out in Article 2.4.
- NALIOS may terminate with immediate effect the Subscription, without any prior notice to the User and without any compensation being due to the User: (a) if NALIOS believes or has reasonable grounds to suspect that the User is violating these Terms; or (b) if the Subscription Fee is not paid when due. Without prejudice to the foregoing, and at NALIOS' sole discretion, NALIOS may decide, in the event of breach, to suspend the Subscription.
- NALIOS may terminate the Subscription, with prior notice of thirty (30) days, without any compensation being due to the User, if there are changes in relationships with third party technology providers outside of NALIOS' control, or to comply with law or government requests.
- Upon the termination for any reason whatsoever in accordance with the provisions of these Terms, the User will discontinue any use of the Tool and will return any confidential information and any materials or related documentation. NALIOS will prevent further access to the Tool.
- Rights and obligations under Articles 4, 5, 7, 8, 9, 11.4 and 13.6 will survive any such termination.
FORCE MAJEURE AND HARDSHIP
NALIOS will not be liable for any failure or delay if such delay or failure is due to causes beyond NALIOS' control due including by not limited to:
- Force majeure such as fire, explosions, floods, storms, lightning, strikes, labour disputes, epidemic outbreak, war or acts of terrorism, unauthorized access to NALIOS' information technology systems by third parties; and
- Hardship such as a shortage of raw materials, power outages, trade embargoes, government orders or changing regulations, telecommunications, network, computer, server or Internet downtime, or any other economic circumstance beyond the reasonable control of NALIOS.
- NALIOS shall notify the User of the nature of such force majeure or hardship event and the effect on the ability to perform the obligations and how NALIOS plans to mitigate the effect of such force majeure or hardship event.
- In the event these circumstances last longer than thirty (30) calendar days, NALIOS is legally entitled to terminate the Subscription.
- NALIOS will not be liable for any failure or delay if such delay or failure is due to causes beyond NALIOS' control due including by not limited to:
- Amendment of the Terms. NALIOS may amend these Terms from time to time by posting a revised version on the website ai.nalios.com, or if an update materially adversely affects the User's rights or obligations under these Terms NALIOS will provide notice to the User. Those amendments will become effective no sooner than thirty (30) days after such notification. All other changes will be effective immediately. The continued use of the Tool by the User after any amendment means the User agrees to such amendment.
- Severability. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
- Waiver. Any failure to enforce any provision of the Terms will not constitute a waiver thereof or of any other provision.
- Assignment. User's obligations and rights under the present Terms may not be assigned by the User without the prior written approval of NALIOS. NALIOS may assign its obligations and rights to (a) a parent company or affiliated company, (b) an acquirer of all or substantially all of NALIOS' assets involved in the operations relevant to these Terms, or (c) a successor by merger or other combination. Any purported assignment in violation of this Article will be void. These Terms may be enforced by and is binding on permitted successors and assigns
- Notices. All notices from NALIOS intended for receipt by the User will be deemed delivered and effective when sent to the email address provided by the User, without prejudice to any other additional mean of communication used for giving such notice. If the User changes its email address, it must inform NALIOS of that circumstance in writing.
- GOVERNING LAW AND JURISDICTION. THESE TERMS WILL BE EXCLUSIVELY GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF BELGIUM, WITHOUT GIVING EFFECT TO ANY OF ITS CONFLICT OF LAW PRINCIPLES OR RULES. THE COURTS OF NAMUR WILL HAVE SOLE JURISDICTION SHOULD ANY DISPUTE ARISE IN RELATION TO THE TERMS.