GENERAL TERMS OF SALE

This is a translation. The French text is the only legally binding version of this document. Where this English translation and the French original differ, the French original prevails.

1. Purpose and scope

These General Terms of Sale (hereinafter the "GTS") govern the contracts under which Oussama Makni, sole trader (entrepreneur individuel, EI), trading under the commercial name "Spine Studio" (hereinafter "Spine Studio"), provides the SpineOS platform to any person who opens an account (hereinafter the "Client"). SpineOS is a cloud operating system for deploying, running and supervising artificial intelligence agents.

The GTS apply to the free plan and to paid subscriptions alike, whether the Client is a consumer or a professional. Where a clause concerns only one of these two categories, it says so.

A consumer Client benefits from the protective provisions of the French Consumer Code. No clause of the GTS may be interpreted as depriving the Client of the rights those provisions grant.

Use of the platform is also governed by the General Terms of Use (hereinafter the "GTU"). The processing of personal data is described in the Privacy Policy.

Spine Studio makes an execution infrastructure available. It does not act as the operator of the Client's agents.

2. Identification of Spine Studio

• Oussama Makni, sole trader (entrepreneur individuel, EI), trading under the commercial name "Spine Studio"
• Address: 100 rue Jean Jaurès, 94800 Villejuif, France
• Email address: contact@spinestudio.dev
• VAT not applicable, article 293 B of the French General Tax Code

The other information about the publisher is given in the legal notice.

3. Definitions

• Platform: the SpineOS solution accessible online.
• Consumer Client: any natural person acting for purposes outside their commercial, industrial, craft, liberal or agricultural activity.
• Professional Client: any natural or legal person acting for purposes within their professional activity.
• Free plan: access to the Platform without payment, within the limits described on the Pricing page.
• Paid subscription: access to a paid plan of the Platform, billed per monthly period.
• AI Agent: an autonomous system capable of carrying out tasks from instructions provided by the Client.
• Cloud desktop: the computing environment dedicated to an agent (virtual machine).
• Plugins: the modules that allow the agents to be specialised.
• Mission Control: the tools for supervising and controlling the agents.
• Client Data: all data processed or generated by the Client by means of the Platform.

4. Contractual documents and pre-contractual information

The contract consists of the following documents:

• these GTS and the GTU,
• the description of the chosen plan (features and price) as shown on the Pricing page at the time of subscription,
• for custom offers reserved for Professional Clients, the accepted quote or purchase order and any annexes (data processing agreement, service level agreement).

For Professional Clients, in the event of a contradiction, the accepted quote takes precedence over the GTS, which take precedence over the annexes and the technical documentation.

Before any subscription, the Client has access on the site to these GTS, to the essential characteristics of the services, their price, the duration of the contract and its termination conditions, the conditions for exercising the right of withdrawal, the legal guarantees and the arrangements for recourse to mediation. The applicable GTS are those in force on the date the contract is concluded. The Client may save or print them.

5. Description of the services

Spine Studio provides an online platform that allows the Client to deploy and operate autonomous AI agents, each with its own isolated cloud desktop.

Each agent can carry out concrete actions such as browsing the web, entering data, automating tasks or interacting with third-party services.

The Platform also allows the Client to supervise the agents' activity, in particular through monitoring, validation and audit tools.

The services may include:

• the creation and management of AI agents,
• the automatic provision of cloud desktops,
• access to business plugins,
• integrations with third-party services,
• persistent storage,
• supervision tools.

The features of each plan (number of agents, resources, included features) are described on the Pricing page. The free plan is offered during the Platform's beta phase.

Functionality and compatibility: the Platform is used from an up-to-date web browser and requires an internet connection. The agents rely on artificial intelligence models supplied by third parties. Depending on the plan and the agent chosen, the Client may have to supply their own access keys or connect their own account with a model provider, whose terms and pricing then apply directly to the Client.

6. Account creation and subscription

The free plan is available after creating an account. Opening access may be subject to a waiting list. The contract for the free plan is concluded when access to the account is opened.

To take out a paid subscription, the Client chooses a plan from the Pricing page or from the billing settings of their account, then pays on the secure payment page of our payment provider, which summarises the plan, the price and the billing period. The Client may correct or abandon the order as long as the payment has not been confirmed. The contract is concluded when the payment is confirmed.

Spine Studio sends the Client a confirmation of the subscription by email.

Custom offers (Enterprise plan) are subject to a quote.

7. Prices and payment

Prices are shown in euros on the Pricing page. Spine Studio is under the VAT franchise scheme: VAT not applicable, article 293 B of the French General Tax Code. The price shown is the total price to pay.

Paid subscriptions are payable in advance by bank card, through our payment provider. The first payment is made on subscription. The price is then charged automatically at the start of each new monthly period. Custom services are invoiced under the terms of the quote.

If a charge fails, our payment provider automatically retries it. If the payment does not go through, the paid subscription may end and the account returns to the terms of the free plan.

Professional Clients: any sum not paid when due bears, automatically and from the day after the due date, late-payment penalties calculated at the European Central Bank refinancing rate plus 10 percentage points, together with a fixed indemnity for recovery costs of 40 euros (articles L. 441-10 and D. 441-5 of the French Commercial Code).

Price changes: Spine Studio may change the price of subscriptions. The Client is informed by email at least sixty (60) days before the new price takes effect, and the new price applies only from the billing period following that date. A Client who refuses the new price may terminate their subscription at no cost before it takes effect.

8. Duration and termination

The contract is concluded for an indefinite period, with no minimum commitment.

Termination by the Client: the Client may terminate their paid subscription at any time from the billing settings of their account, or by writing to contact@spinestudio.dev. Termination takes effect at the end of the current monthly period. Access to the paid features is maintained until that date, and the current period is not refunded, without prejudice to the right of withdrawal (article 9) and the legal guarantees (article 10). When the paid subscription ends, the account returns to the terms of the free plan. The Client may ask at any time for their account to be closed by writing to contact@spinestudio.dev.

Termination by Spine Studio: Spine Studio may end the contract by giving thirty (30) days' notice by email. It may also terminate the contract in the event of a serious breach by the Client of their obligations, after a formal notice that has remained without effect for fifteen (15) days. Where a breach endangers the security of the Platform or of other users, or in the event of manifestly unlawful use, access may be suspended without delay under the conditions set out in the GTU. Where Spine Studio ends the contract without any breach by the Client, the share of the price corresponding to the remaining period is refunded.

End of the contract: at the end of the contract, access to the Platform is cut off. Client Data may be returned to the Client on request for thirty (30) days from the end of the contract.

9. Right of withdrawal (Consumer Clients)

A Consumer Client has fourteen (14) days to exercise their right of withdrawal, without having to give reasons (article L. 221-18 of the French Consumer Code). The period expires fourteen days after the day the contract is concluded.

To exercise this right, the Client notifies Spine Studio of their decision to withdraw by an unequivocal statement, by email to contact@spinestudio.dev or by letter to the address given in article 2. The Client may use the model withdrawal form reproduced in article 25, but this is not compulsory. To meet the deadline, it is enough for the Client to send their communication before the period expires.

In the event of withdrawal, Spine Studio refunds all payments received from the Client without undue delay and at the latest fourteen (14) days from the day it is informed of the decision. The refund is made using the same means of payment as the initial transaction, unless the Client has expressly agreed to a different means, and it incurs no fees for the Client.

Performance begun before the end of the period: if the Client expressly asked for performance of the service to begin before the end of the withdrawal period and then withdraws, the Client pays an amount corresponding to the service provided until the Client communicated the decision to withdraw. That amount is proportionate to the total price of the service agreed in the contract (article L. 221-25 of the French Consumer Code). No sum is due if that express request was not obtained, or if the Client did not receive the required information on this point.

The right of withdrawal can no longer be exercised for a service fully performed before the end of the period, where performance began with the Client's prior express consent and the Client acknowledged losing the right of withdrawal (article L. 221-28, 1°, of the French Consumer Code).

Where the withdrawal concerns the free plan, it involves no payment and results in the account being closed.

10. Legal guarantee of conformity and guarantee against hidden defects (Consumer Clients)

Spine Studio must supply the Consumer Client with a digital service that conforms to the contract, and is liable for any lack of conformity that appears during the period in which that service is supplied under the contract. To invoke a guarantee, the Client writes to contact@spinestudio.dev.

The box below reproduces the information required by article D. 211-4 of the French Consumer Code, adapted to the continuous supply of the service.

The consumer is entitled to invoke the legal guarantee of conformity if a lack of conformity appears during the period in which the digital content or digital service is supplied under the contract.

During that period, the consumer only has to establish that the lack of conformity exists, not the date on which it appeared.

The legal guarantee of conformity entails the obligation to supply all the updates needed to keep the digital content or digital service in conformity during the period in which it is supplied under the contract.

The legal guarantee of conformity entitles the consumer to have the digital content or digital service brought into conformity without undue delay following their request, free of charge and without major inconvenience to them.

The consumer may obtain a price reduction while keeping the digital content or digital service, or may end the contract and obtain a full refund in return for giving up the digital content or digital service, if:

1° The trader refuses to bring the digital content or digital service into conformity;

2° Bringing the digital content or digital service into conformity is unjustifiably delayed;

3° The digital content or digital service cannot be brought into conformity without costs imposed on the consumer;

4° Bringing the digital content or digital service into conformity causes major inconvenience to the consumer;

5° The lack of conformity of the digital content or digital service persists despite the trader's unsuccessful attempt to bring it into conformity.

The consumer is also entitled to a price reduction or to termination of the contract where the lack of conformity is so serious that it justifies an immediate price reduction or termination. The consumer is then not required to ask first for the digital content or digital service to be brought into conformity.

Where the lack of conformity is minor, the consumer is entitled to cancel the contract only if the contract does not provide for payment of a price.

Any period during which the digital content or digital service is unavailable in order to be brought back into conformity suspends the remaining guarantee until the digital content or digital service is supplied in conformity again.

These rights result from articles L. 224-25-1 to L. 224-25-31 of the French Consumer Code.

A trader who in bad faith obstructs the implementation of the legal guarantee of conformity is liable to a civil fine of up to 300,000 euros, which may be increased to up to 10% of average annual turnover (article L. 242-18-1 of the French Consumer Code).

The consumer also benefits from the legal guarantee against hidden defects under articles 1641 to 1649 of the French Civil Code, for two years from the discovery of the defect. This guarantee entitles the consumer to a price reduction if the digital content or digital service is kept, or to a full refund in return for giving up the digital content or digital service.

11. Changes to the services

Professional Clients: Spine Studio develops the Platform. It may make changes linked to technical developments, provided they involve no price increase or loss of quality, and that the characteristics on which the Professional Client based their commitment could be set out in the contract.

Consumer Clients: updates to the service, meaning updates or changes that maintain, adapt or develop its functionalities, are governed by articles L. 224-25-24 to L. 224-25-26 of the French Consumer Code, which are public-policy provisions that no contract can set aside (article L. 224-25-32). Spine Studio informs the Consumer Client of the updates needed to keep the service in conformity and supplies them throughout the contract (article L. 224-25-25).

Spine Studio may also make updates that are not needed to keep the service in conformity, for a valid reason such as adapting the Platform to a new technical environment, to an increased number of users or to the development of its functionalities. In that case, in accordance with article L. 224-25-26 of the French Consumer Code:

• Spine Studio informs the Consumer Client clearly and comprehensibly, reasonably in advance and on a durable medium, of the planned update, stating the date on which it takes place;
• the update is made at no additional cost to the Consumer Client;
• Spine Studio informs the Consumer Client that they are entitled to refuse the update or, where applicable, to uninstall it, if it has a negative impact on their access to or use of the service.

Where the update has such a negative impact, the Consumer Client may terminate the contract as of right and free of charge within thirty (30) days of receiving the information or of the update, whichever is later, unless the update has only a minor impact for them. They may not, however, terminate the contract if Spine Studio has offered to let them keep the service without the update, including by uninstalling it, and the service remains in conformity. Where the Consumer Client terminates the contract, articles L. 224-25-22 and L. 224-25-23 of the French Consumer Code apply, in particular to the refund of the sums due within fourteen days and to the retrieval of the content the Client provided or created.

Price changes are governed by article 7.

12. Obligations of the Client

The Client undertakes to use the Platform in accordance with the laws and regulations in force.

In particular, it is the Client's responsibility to:

• provide accurate information,
• secure their access,
• supervise the agents,
• check the results produced.

The Client is responsible for the instructions they give to the agents, the data they entrust to them and the actions carried out on their instructions.

13. AI Agents: responsibility and framework of use

13.1 Nature of the platform

The SpineOS Platform is an execution environment that allows AI agents to carry out operational actions autonomously within computer systems.

The Client acknowledges that these actions may have real effects, in particular on third-party systems.

13.2 General principle: responsibility of the Client

The Client is the operator of their agents.

The Client is responsible for:

• the configuration of the agents,
• the instructions provided,
• the data processed,
• the actions carried out on their instructions,
• the consequences of those actions.

For a Professional Client, any action carried out by an agent is deemed to be carried out under the Client's control, unless proven otherwise.

For a Consumer Client, the provisions of this article describe each party's role and create no presumption: they do not change the burden of proof, and Spine Studio's liability towards the Consumer Client remains governed by article 18.

Spine Studio does not act as the operator of the agents.

13.3 Risks linked to the autonomy of the agents

The Client acknowledges that using autonomous agents involves risks inherent in their autonomy and in their interaction with external systems. It is the Client's responsibility to supervise their activity and check their results.

Artificial intelligence models work probabilistically. Spine Studio does not guarantee the accuracy or relevance of the content they produce.

This clause does not limit the legal guarantees from which a Consumer Client benefits (article 10).

13.4 Automated actions (Professional Clients)

Except within the secure mode defined below, Spine Studio cannot be held liable to a Professional Client for the actions carried out by the AI agents on the Client's instructions or for their consequences.

This exclusion covers in particular direct and indirect damage resulting from the automated performance of tasks, except in the event of gross negligence or wilful misconduct by Spine Studio.

13.5 Waiver of recourse (Professional Clients)

A Professional Client waives any recourse against Spine Studio concerning the actions of the AI agents carried out on the Client's instructions, the results produced or the consequences of their use, except in the event of gross negligence or wilful misconduct by Spine Studio.

This waiver covers in particular financial losses, data losses and commercial harm. It does not apply to a Consumer Client.

13.6 Secure mode (optional)

Spine Studio may offer a secure mode that limits the risks linked to the autonomy of the agents.

This mode may include:

• mandatory human validation,
• execution restrictions,
• enhanced supervision,
• traceability of actions.

When this mode is enabled and correctly configured, Spine Studio undertakes to provide the corresponding technical means.

Within that framework, Spine Studio's liability to a Professional Client may be assessed in the light of the proper operation of the control features.

13.7 Critical uses

The Platform must not be used without appropriate human supervision for sensitive uses, in particular:

• financial or accounting decisions,
• production of legal documents,
• medical decisions,
• automated contractual commitments.

The Client is responsible for putting the necessary controls in place.

14. Scraping and GDPR compliance

The Platform may allow the automated extraction of data available online.

The Client undertakes to use these features in compliance with the GDPR, the rights of third parties and the terms of use of the services concerned.

Spine Studio provides technical means that allow compliant use, without being able to guarantee the compliance of the uses made by the Client.

15. Availability

Spine Studio implements the necessary means to ensure the availability of the Platform. Interruptions may occur for maintenance, updates or incidents.

No guarantee of continuous availability is given to a Professional Client, apart from a service level commitment agreed in writing. For a Consumer Client, unavailability that amounts to a lack of conformity gives rise to the remedies of the legal guarantee of conformity (article 10).

16. Intellectual property

Spine Studio retains all rights to the Platform, the agents, the plugins and the associated technologies.

The Client has a right to use the Platform for the duration of the contract. The Client retains all rights to the Client Data.

17. Personal data

Spine Studio processes the personal data relating to the Client's account (identification, billing, use of the Platform) as data controller, under the conditions described in the Privacy Policy.

Where a Professional Client processes personal data by means of the Platform for the purposes of its business, the Client acts as data controller and Spine Studio as processor.

Spine Studio implements security measures in line with industry standards, in particular:

• hosting in the European Union, subject, during the Platform's test phase, to the test server described in section 6 of the Privacy Policy,
• securing of access,
• traceability of operations.

18. Liability

Consumer Clients: Spine Studio is liable as of right to a Consumer Client for the proper performance of the obligations arising from the distance contract. It may be released from all or part of its liability by proving that the non-performance or improper performance is attributable to the Client, to the unforeseeable and insurmountable act of a third party to the contract, or to force majeure (article L. 221-15 of the French Consumer Code). No clause of the GTS or of the GTU removes or reduces a Consumer Client's right to compensation for the harm suffered when Spine Studio fails to meet its obligations.

Professional Clients: Spine Studio can be held liable only for proven fault. Its liability is limited, for all damage combined, to the amount paid by the Client during the twelve (12) months preceding the event giving rise to the claim.

Spine Studio cannot be held liable to a Professional Client for:

• the actions of the AI agents carried out on the Client's instructions,
• the decisions taken by the Client,
• indirect damage,
• loss of data or revenue,
• malfunctions linked to third-party services.

These limitations do not apply in the event of gross negligence or wilful misconduct, or to personal injury.

19. Subcontracting and providers

Spine Studio may use technical providers or IT integrators to perform the services. It remains liable to the Client for the proper performance of the contract, under the conditions of article 18.

20. Force majeure

Neither party may be held liable for a failure resulting from force majeure within the meaning of article 1218 of the French Civil Code.

21. Assignment of the contract

A Professional Client may not assign the contract without the prior written consent of Spine Studio.

Spine Studio may assign the contract to a third party that takes over the operation of the Platform, provided it informs the Client beforehand and the assignment does not reduce the rights of a Consumer Client. A Client who refuses the assignment may terminate the contract at no cost.

22. Complaints and consumer mediation

The Client may send any complaint to Spine Studio by email to contact@spinestudio.dev or by letter to the address given in article 2.

In accordance with articles L. 612-1 et seq. of the French Consumer Code, a Consumer Client has the right to use a consumer mediator free of charge with a view to the amicable resolution of a dispute with Spine Studio.

The mediator can examine the dispute only if the Client first tried to resolve it directly with Spine Studio through a written complaint, and refers the matter to the mediator within one year of that complaint.

Recourse to mediation is optional. The Consumer Client keeps the right to bring the matter directly before the competent court.

In a cross-border dispute, the Consumer Client can obtain assistance from the European Consumer Centre France.

23. Applicable law and jurisdiction

These GTS are governed by French law. Where a Consumer Client habitually resides in another Member State of the European Union, that choice cannot deprive the Client of the protection afforded by the mandatory provisions of the law of their country of residence (article 6 of Regulation (EC) No 593/2008, known as "Rome I").

A Consumer Client may bring proceedings, at their choice, before any court with territorial jurisdiction under the French Code of Civil Procedure or before the court of the place where the Client lived when the contract was concluded or when the harmful event occurred (article R. 631-3 of the French Consumer Code). A Consumer Client domiciled in another Member State of the European Union may also bring proceedings before the court of the place where they are domiciled, and may be sued only in the courts of the Member State in which they are domiciled (article 18 of Regulation (EU) No 1215/2012).

Professional Clients that contracted in their capacity as traders: any dispute falls within the exclusive jurisdiction of the courts for the place where Spine Studio is established.

24. General provisions

The invalidity of one clause does not affect the others.

Failure to exercise a right does not amount to a waiver of that right.

Spine Studio may amend these GTS. The GTS applicable to a contract are those in force when it was concluded. An amendment that applies to contracts in progress is notified to the Client by email at least thirty (30) days before it takes effect. A Client who refuses it may terminate the contract at no cost before that date.

25. Model withdrawal form

(Complete and return this form only if you wish to withdraw from the contract.)

• To Oussama Makni, sole trader (entrepreneur individuel, EI), Spine Studio, 100 rue Jean Jaurès, 94800 Villejuif, France, contact@spinestudio.dev:
• I/We (*) hereby give notice that I/We (*) withdraw from my/our (*) contract for the provision of the following service:
• Ordered on:
• Name of consumer(s):
• Address of consumer(s):
• Signature of consumer(s) (only if this form is notified on paper):
• Date:

(*) Delete as appropriate.