Terms of service

Creaboost Terms of Service

Last Updated: 13 January 2025

The following Creaboost terms of service (“Terms of Service”) govern Customer’s access to and use of the Services. These Terms of Service, together with any Order Forms referencing these Terms of Service (together, the “Agreement”), form a binding legal agreement between DEEPCASTR SAS / CREABOOST Inc. (“Creaboost”, “we”, “our” or “us”) and the customer accessing, downloading, installing or otherwise using (the terms “use” and “using” will refer to any of the foregoing) the Services (such customer, the “Customer”, “you” or “your”). This Agreement is entered into effective on the earlier of:
(i) the date Customer first uses any part of the Services; and
(ii) the date Customer agrees to be bound by this Agreement (the “Effective Date”).

BY USING THE CREABOOST SOLUTION IN ANY WAY OR BY CLICKING TO ACCEPT THESE TERMS OF SERVICE, YOU:

1. REPRESENT AND WARRANT THAT:
   (i) YOU HAVE REACHED THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION,
   (ii) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS, AND
   (iii) ALL INFORMATION PROVIDED BY YOU TO US THROUGH THE CREABOOST SOLUTION IS TRUE, ACCURATE, CURRENT, AND COMPLETE; AND
2. AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF SERVICE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 14.12.

IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, YOU MUST NOT ACCESS OR USE THE CREABOOST SOLUTION. IF CUSTOMER IS USING THE SERVICES ON BEHALF OF ANOTHER PERSON OR ENTITY, CUSTOMER HEREBY REPRESENTS AND WARRANTS TO CREABOOST THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON OR SUCH ENTITY TO THIS AGREEMENT.

1. Definitions

Capitalized terms used in this Agreement have the meaning ascribed to them in the preamble or in this Section 1 as follows:

1.1. “Action” means any claim, action, demand, inquiry, audit, proceeding, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity or otherwise.

1.2. “Administrator User Account” has the meaning set out in Section 5.1.

1.3. “Administrator Users” has the meaning set out in Section 5.1.

1.4. “Affiliate” means, with respect to a party, any corporation or other legal entity which is directly or indirectly controlling or controlled by, or under common control with that party. As used in this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a corporation or legal entity.

1.5. “Aggregated Data” has the meaning set out in Section 3.1.

1.6. “Agreement” has the meaning set out in the preamble.

1.7. “Annual Plan” has the meaning in Section 13.1.2(i).

1.8. “Applicable Laws” means applicable statutes, by-laws, rules, regulations, orders, ordinances, guidelines or judgments, in each case of any Governmental or Regulatory Authority.

1.9. “Confidential Information” has the meaning set out in Section 9.1.

1.10. “Custom Plan” has the meaning in Section 13.1.2(i).

1.11. “Customer”, “you” or “your” has the meaning set out in the preamble.

1.12. “Customer Content” means any data, information, content, records, and files, including Personal Information, supplied by Customer directly to Creaboost either directly through the Services or indirectly through a Third-Party Products.

1.13. “Customer Data” means other than Aggregated Data, any data, information, content, records, and files, including Personal Information, that Customer (or any of its Permitted Users) loads, makes available to and is accessed by, transmits to or enters into the Services, including the Customer Content.

1.14. “Customer User Accounts” has the meaning set out in Section 5.1.

1.15. “Deliverable” means a deliverable provided to Customer as a result of Professional Services.

1.16. “Dependencies” has the meaning set out in Section 2.5.

1.17. “Discloser” has the meaning set out in Section 9.1.

1.18. “Documentation” means Creaboost’s manuals, instructions or other documents or materials that Creaboost makes available to Customer in any form or medium and which describe the functionality, components, features or requirements of the Creaboost Solution.

1.19. “Effective Date” has the meaning set out in the preamble.

1.20. “Employee Users” has the meaning set out in Section 5.1.

1.21. “Employee User Account” has the meaning set out in Section 5.1.

1.22. “Feedback” has the meaning set out in Section 3.4.

1.23. “Free Services” means Services that Creaboost makes available to Customer free of charge. The term “Free Services” excludes Services offered as a free trial and paid Subscription.

1.24. “Fees” has the meaning in Section 8.1.

1.25. “Force Majeure” has the meaning set out in Section 14.6.

1.26. “Governmental or Regulatory Authority” means any national, provincial, state, county, municipal, quasi-governmental or self-regulatory department, authority, organization, agency, commission, board, tribunal, regulatory authority, dispute settlement panel or body, bureau, official, minister, Crown corporation, or other law, rule or regulation-making entity having jurisdiction over Creaboost, Customer, the Services, the Customer Data or any other person, property, transaction, activity, event or other matter related to this Agreement, including subdivisions of, political subdivisions of and other entities created by, such entities.

1.27. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

1.28. “Initial Service Term” means the initial service term as set out in:
(i) the applicable Order Form executed by the parties; or
(ii) the online purchasing portal as selected by Customer, as further detailed in Section 13.2.1 of these Terms of Service.

1.29. “Loss” or “Losses” means any and all losses, damages, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

1.30. “Modifications” means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations, and adaptations, and “Modify” has a corresponding meaning.

1.31. “Monthly Plan” has the meaning in Section 13.1.2(i).

1.32. “Creaboost”, “we”, “our” or “us” has the meaning set out in the preamble.

1.33. “Creaboost Indemnitee” has the meaning set out in Section 11.

1.34. “Creaboost Solution” means Creaboost’s proprietary software-as-a-service solution, including any dashboard, interfaces, applications and other functionalities, as may be more particularly described in an applicable Order Form or online purchasing portal. The term “Creaboost Solution” excludes any Third-Party Products, Professional Services, support services, free trials, or training services.

1.35. “Creaboost Metadata” means the metadata that is generated by the Creaboost Solution resulting from the processing of the Customer Data and that results from the ordinary course of the operation of the Creaboost Solution.

1.36. “Creaboost Property” has the meaning set out in Section 3.2.

1.37. “Order Form” means any order form that references this Agreement and that is agreed to by the parties.

1.38. “Output” means the output generated and returned by the Creaboost Solution based on the inputs to the Creaboost Solution by Customer and its Permitted Users.

1.39. “Personal Information” means information of an identifiable individual transferred by Customer or its Permitted Users to Creaboost hereunder.

1.40. “Permitted Purpose” means internal use or such other additional permitted purpose as may be set out in an applicable Order Form.

1.41. “Permitted User(s)” means Persons who are authorized by Customer to use the Creaboost Solution, for whom a Subscription to the Creaboost Solution has been procured. Permitted Users may include customers with which Customer does business, Administrator Users, and Employee Users.

1.42. “Person” means any individual, sole proprietorship, partnership, firm, entity, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate or Governmental or Regulatory Authority, and where the context requires, any of the foregoing when they are acting as trustee, executor, administrator, or other legal representative.

1.43. “Plan” means the applicable plan selected by the Customer for an applicable Subscription. The term “Plan” includes the Monthly Plan, Annual Plan, or Custom Plan as applicable.

1.44. “Privacy Policy” has the meaning set out in Section 4.

1.45. “Professional Services” means the consulting, training, and other professional services described in a statement of work. The term “Professional Services” does not include the Creaboost Solution.

1.46. “Purchased Services” means Services that Customer purchases under an Order Form or online purchasing portal, as distinguished from Free Services or those provided pursuant to a free trial.

1.47. “Recipient” has the meaning set out in Section 9.1.

1.48. “Renewal Service Term” means the applicable renewal term of a Subscription.

1.49. “Report” means any report created by Customer using the Creaboost Solution or by Creaboost pursuant to its performance of Professional Services under an applicable Order Form.

1.50. “Services” means the Professional Services and Creaboost Solution collectively, and any part thereof. The term “Services” includes any services provided to Customer as Free Services or under a free trial, and made available online by Creaboost, including associated Creaboost offline components, as described in the Documentation. For the avoidance of doubt, the term “Services” does not include Third-Party Products and Output.

1.51. “Service Commencement Date” means the date for commencement of the Subscription to the applicable Purchased Services as set out in the applicable Order Form or online purchasing portal agreed to by the Customer.

1.52. “Service Term” means in respect of any Subscription for Purchased Services, the Initial Service Term and all applicable Renewal Services Terms.

1.53. “Subscription” means subscription to Purchased Services with a limited right to access and use the Creaboost Solution outlined in the applicable Order Form or the applicable online purchasing portal.

1.54. “Term” has the meaning set out in Section 13.1.1.

1.55. “Terms of Service” has the meaning set out in the preamble.

1.56. “Third-Party Products” has the meaning set out in Section 7.1.

1.57. “Use” or “using” has the meaning set out in the preamble.

2. Access and Use

2.1. Provision of Access

2.1.1. Purchased Services
Subject to Customer’s and its Permitted Users’ compliance with the terms and conditions of the Agreement, Creaboost hereby grants Customer a revocable, limited, non-exclusive, non-transferable, non-sublicensable (except as permitted herein to Permitted Users) right to access and use the Creaboost Solution during the applicable Service Term, solely for use by Permitted Users in accordance with the terms and conditions herein. Such use is limited to the Permitted Purpose. The total number of Permitted Users will not exceed the number for the applicable Plan, as may be further set out in the Order Form or applicable online purchasing portal, except as expressly agreed to in writing by the parties and subject to any appropriate adjustment of the Fees payable hereunder.

2.1.2. Free Trial
Upon Customer’s request, Creaboost may provide Customer with a free trial of the Creaboost Solution for the period set by Creaboost in writing. If Customer does not agree to continue use of the Creaboost Solution through a paid Subscription as described herein, Creaboost will terminate Customer’s right to access the Creaboost Solution immediately upon the end of the free trial period.
Customer agrees that Creaboost, in its sole discretion and for any or no reason, may terminate Customer’s access to the Creaboost Solution during any free trial or any part thereof. Customer agrees that any termination of Customer’s access to the free trial may be without prior notice, and Customer agrees that Creaboost will not be liable to Customer or any third party for such termination.

IMPORTANT: Any Customer Data entered into the Services (including the Creaboost Solution) during the free trial will be permanently lost unless Customer purchases a Subscription to the same Services as those covered by the trial, before the end of the trial period. Customer cannot transfer Customer Data entered during the free trial to Services that would be a downgrade from that covered by the trial. Therefore, if Customer purchases a Subscription that would be a downgrade, Customer must export Customer Data before the end of the trial period, or the Customer Data will be permanently lost.

During the free trial, the Services are provided “as-is” without any warranty, and Creaboost shall have no indemnification obligations nor liability of any type with respect to the Services for the free trial period, except as required by applicable law.

2.1.3. Free Services
Creaboost may make Free Services available to Customer. Use of Free Services is subject to the terms and conditions of this Agreement. In the event of a conflict between this section and any other portion of this Agreement, this section shall control.
Free Services are provided to Customer without charge up to certain limits as described in the Documentation. Usage over these limits requires Customer’s purchase of additional resources or services. Creaboost may terminate Customer’s access to the Free Services without prior notice and shall not be liable for such termination.
Customer is solely responsible for exporting Customer Data from the Free Services prior to termination. Free Services are provided “as-is” without any warranty, and Creaboost shall have no liability except as required by applicable law.

2.2. Restrictions on Use

Customer will not itself, and will not permit others (including but not limited to any Permitted Users) to:

1. Sub-license, sell, rent, lend, lease or distribute the Creaboost Solution or any Intellectual Property Rights therein or otherwise make the Creaboost Solution available to third parties other than Permitted Users.
2. Use the Creaboost Solution to permit timesharing, service bureau use, or to commercially exploit the Creaboost Solution.
3. Use or access the Services:
   • In violation of any Applicable Law or Intellectual Property Right.
   • In a manner that threatens the security or functionality of the Creaboost Solution.
   • For any purpose not expressly permitted in this Agreement or without Creaboost’s express written consent.
4. Use the Services to create, collect, transmit, store, use or process any Customer Data:
   • Containing malicious software.
   • Without lawful rights to process.
   • That violates any Applicable Laws.
5. Modify the Creaboost Solution.
6. Reverse engineer, decompile, or disassemble the Creaboost Solution.
7. Remove or obscure proprietary notices on the Creaboost Solution.
8. Access or use the Services to build a similar or competitive product.
9. Perform any vulnerability or penetration testing of the Creaboost Solution.
10. Use the Services contrary to any restrictions outlined in the Order Form.

2.3. Suspension; Modifications

Creaboost may, at its discretion, suspend or modify Customer’s access to the Services in the following cases:

1. For scheduled maintenance.
2. In case of a Force Majeure event.
3. If Customer or any Permitted User violates any provision of this Agreement.
4. To address emergency security concerns.
5. If required by a Governmental or Regulatory Authority.
6. For non-payment of undisputed Fees when due.

2.4. Subcontracting

Creaboost may engage third parties to assist in providing the Services. Subcontracting will not relieve Creaboost of its obligations under this Agreement.

2.5. Professional Services

Creaboost will use commercially reasonable efforts to perform Professional Services as outlined in applicable Order Forms. Customer acknowledges that the timely performance of Professional Services depends on Customer fulfilling specific tasks (Dependencies).
Creaboost will not be liable for delays or non-performance caused by Customer’s failure to meet these Dependencies.

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