Terms and conditions | Primsy

Terms and conditions | Prismy

Last revision: 09-2024

The following terms of use of Prismy ("Terms of use") are entered into by and between Prismy ("Prismy", "we" or "our") and our customer ("Client", "you" or "your").

Please read these Terms of use carefully.

1. General provisions

Prismy provides an online software (SaaS) that allows businesses to translate the content of their digital platforms (the "Service" as defined below). By using the Service, you agree to be bound by these Terms of use. If you do not accept these Terms of use, you will not be able to (and will not have the right to) use the Service.

We reserve the right, at any time, to update and modify all or part of these Terms of use, at our sole discretion. In this case, we will post the modified Terms of use on the site www.prismy.io, but we will inform you of any changes. By continuing to use the Service after such modifications have been made, you consent to these modifications. If a modification has a significant negative impact on you and you have entered into a contract and paid in advance for a certain period, you may notify us of your disagreement with these changes within a period of thirty (30) calendar days after being informed of this modification. In this case, we will defer the application of the modification until the end of your prepaid period. If you use the Service after the expiration of your prepaid period, all modifications will apply to you. It is your responsibility to regularly consult the most recent version of these Terms of use, which are currently available at the following address: https://www.prismy.io/terms-and-conditions-en

2. Definitions

"Account" means an account allowing the use of the Service;
"Client content" means all information and data (including texts, images, photos, videos, audio, and documents) or any other content on any medium and in any format provided or made available to Prismy by or on your behalf in connection with the use of the Service;
"Contract" means, in order of priority, the Data Protection Agreement that you can request from cyril@prismy.io, these Terms of use, as well as any appendices that are an integral part thereof and which, in their entirety, govern your relations with Prismy;
"Data" means the content, data, information, and confidential information relating to your business, some of which may not be accessible to the public, including, but not limited to, technical and commercial information relating to your business, or that of your parent company or subsidiaries, systems, processes, software, and services, where applicable;
"Applicable law" means French laws;
"Intellectual property rights" means copyright and intellectual property rights, including moral and related rights, rights of use, musical works, literary works, designs and models, databases, or any other work protected by copyright, trade names, protected business identifiers, patents, utility models, and trademarks, as well as all other industrial and intellectual property rights, registered or not, which exist or will exist, currently or subsequently, in any part of the world;
"Subscription period or Subscription duration" means the period for which the subscription to the Service will be made available to you by Prismy, subject to your adherence to the obligations contracted under this Contract;
"Confidential information" means all information provided by you or us (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally or in writing. Confidential information does not include information that (a) is known to the public at the time of disclosure or becomes so thereafter without the fault of the Receiving Party; (b) was discovered or created by the Receiving Party before its disclosure by the Disclosing Party; (c) was learned by the Receiving Party through legitimate means other than the Disclosing Party or its representatives; or (d) is disclosed by the Receiving Party with the prior written consent of the Disclosing Party;
"Local applicable laws" means all local, national, and international laws and regulations applicable when you use the Site and/or the Service;
"Updates" means all updates, upgrades, improvements, versions, bug fixes, patches, and modifications of the Service that Prismy will provide, implement, configure, install, support, and maintain.
"Subscription plan" means the subscription formula that allows you to use the Service, as described in more detail on the Site;
"Supported platform(s)" means the currently supported social network site(s) by the Service, including Twitter, Facebook, LinkedIn, Instagram, YouTube, and other social networks as described on the Site;
"Authorized user" means the natural persons who directly access the Service as a Client, or the individual users authorized and/or invited by you to use the Service;

3. Registration, access, and account disclosure

3.1. Creation. To use and benefit from the Service, you must create an Account by filling out a registration form, providing us with all the required information. By registering, you accept the terms of use.

3.2. Information. You agree to provide us with complete and accurate information during your registration and to keep this information accurate and up-to-date throughout the duration of use of the Service.

3.3. Account confidentiality and security. We mutually agree to keep your login credentials strictly confidential. You must not disclose them to anyone and not allow any third party to access your Account or use it for the Service. You are responsible for promptly notifying Prismy of any unauthorized use of your Account, or any breach of the information relating to your Account or your password. Prismy will not be responsible for unauthorized access to your Account and/or any consequence or loss you may suffer as a result of another person using your username or password, whether with or without your knowledge, to the extent that these consequences and losses were not caused by gross negligence, intentional fault, fraud, or bad faith on the part of Prismy. In case of unauthorized access, you will be solely responsible.

3.4. Legal entity. If you use the Site or the Service on behalf of and for a legal entity (i) you are required to mention the name of this legal entity on the registration form when registering for the Service, (ii) you are and will be presumed to be authorized by and/or duly authorized for and on behalf of this legal entity and you and the legal entity will be jointly and severally subject to this Contract. If you are no longer a duly authorized representative of the legal entity, you are required to immediately inform Prismy, in which case the legal entity remains bound by this Contract, and the legal entity will simultaneously inform Prismy of the name of its new authorized representative. Until a new authorized representative has been communicated to Prismy, you will remain responsible for the above.

3.5. Access to your account and data. You acknowledge that Prismy employees may access your Account and Data solely for the purposes of conservation, assistance, maintenance, and upkeep or for reasons of security, technicality, or billing.

4. Subscription and service

4.1. Subscription plan. Your access to the Service depends on the Subscription plan you choose from the different options we offer.

4.2. Maintenance. Prismy will maintain and refresh the systems and functionalities if necessary. You will not be billed ad-hoc for updates to the current system and functionalities.

4.3. Updates. You acknowledge that Prismy may, at its sole discretion, perform Updates to the Service and that these Updates may result in changes to the appearance and/or functionalities of the Service (including the addition, modification, or removal of features, characteristics, or content).

4.4. Interoperability with supported platforms. You acknowledge that the Service interacts with several Supported platforms (including Github, Intercom, OpenAI) and that the Service provided depends heavily on the availability of these Supported platforms. If, at any time, one of the Supported platforms ceases to make all or part of their functionalities available to Prismy (each being an "API Change"), Prismy may cease to provide these functionalities to you without entitling you to a refund, credit, or any other compensation.

4.5. Availability. The Prismy platform will be available at least 99.9% of the time during a calendar year.

4.6. Hosted word limit. Your Subscription plan includes a limit on the total number of hosted words. This limit represents the sum of the words contained in the managed language files, across all languages. In case of exceeding this limit, Prismy reserves the right to contact you to reassess the rate of your subscription, at the rate of 99€ per additional 100,000 hosted words.

4.7. AI-generated word limit. Your Subscription plan also includes a limit on the number of words generated by artificial intelligence. This limit, set at a high level, is designed to ensure optimal service quality. In case of exceeding this limit, Prismy reserves the right to contact you to reassess the rate of your subscription, at the rate of 49€ per additional 100,000 generated words.

4.8. AI functionality. You acknowledge that the Platform integrates machine learning and artificial intelligence technologies. You acknowledge that due to the nature of the technology powering the Platform, including the tools of model providers (such as OpenAI) and machine learning technology, the Services provided via the Platform may not be unique to the Client. If you and another third-party client both provide the same language (for example, a well-known quote) for translation via our Platform, our Platform may generate identical or similar Content for you and for the other client.

5. Financial conditions

5.1. Payment of the price. All prices indicated on the Site are exclusive of VAT or other taxes, charges, fees, and levies that may be applicable in your jurisdiction. If, due to a tax or levy, you are required to withhold a certain amount on any payment to be made to Prismy, the amount to be paid to us will be automatically increased to fully compensate for the withholding, so that the amount remitted to Prismy, net of any tax or levy, is equivalent to the amount invoiced or otherwise due.

5.2. Payment terms. You agree to pay the price of the Service in accordance with the terms agreed with us and with the Subscription plan.

6. Duration

6.1. Trial period. Prismy allows, at its sole discretion, free access to its Service for a limited duration. The duration of this trial period is specified at the time of Account creation and can be viewed in your settings.

6.2. Renewal period. If you do not actively cancel your paid Subscription plan before the end of your Subscription duration (or any subsequent renewal period), it will automatically renew for the same period.

6.3. Modifications. We reserve the right to modify the Subscription plans and/or the Subscription duration at any time or to introduce new charges and/or new subscription levels or fees. We will provide you with a written notice of thirty (30) calendar days during which you will have the right to unsubscribe or modify your current Subscription plan if you do not agree with these modifications.

6.4. Termination for convenience. You may terminate this Contract at any time by requesting the deactivation of your Account and deleting it when you are logged into the Service. In this case, you agree to pay all remaining amounts due until the end of your Subscription duration.

6.5. Termination for breach. Each party may terminate this Contract, by right and without any formalities, with immediate effect in case of a substantial breach of this Contract by the other Party, which, to the extent that it can be remedied, has not been remedied within thirty (30) days following written notification to this effect and sent by email. In the context of this Contract, "substantial breach" includes, among others, the following:
(a) Any breach of applicable law or local applicable law;
(b) Non-compliance with Clause 7 "Limited license";
(c) Non-compliance with Clause 8 "Property rights";
(d) Non-compliance with Clauses 9.5 and 9.6;
In the event that you terminate this Contract for breach due to an uncorrected substantial breach of this Contract, you will be entitled to a pro-rata refund of all fees that have been paid to us from the effective date of termination until the end of the Subscription duration.

6.6. Survival. The following clauses will remain in effect after the termination of the Contract: Clause 5 "Financial conditions", Clause 7 "Limited license", Clause 8 "Property rights", Clause 9 "Liability", Clause 10 "Confidentiality", Clause 13 "Miscellaneous" as well as those intended to produce effects even in case of termination.

7. Limited license

7.1. Grant of license. Subject to your compliance with this Contract, Prismy grants you a limited, revocable, non-exclusive, non-transferable, and non-assignable license to use the Service as software as a service (SaaS) for professional and commercial use during the Subscription duration.

7.2. Restrictions/. You and your Authorized Users must not, anywhere in the world:
(a) Resell, transfer, rent, sub-license, modify, reverse engineer, decompile, hack, interfere, disrupt, disassemble, copy, adapt, translate, or create derivative works of the Site and/or any part of the Service;
(b) Use the Service for illegal purposes or for the transmission of information, content, including Client Content, that may be illegal, defamatory, threatening, harmful, abusive, obscene, pornographic, violent, racist, xenophobic, infringing on the dignity and/or rights, including Intellectual Property Rights, of third parties, or on privacy, or send spam or other unsolicited messages in violation of Local applicable laws;
(c) Make the Service available to any person other than your Authorized Users and allow more than one individual Authorized User to use a Seat;
(d) Allow third parties to use the Service, except for your Authorized Users, including, but not limited to, shared use via a network connection, except under the terms of this Contract;
(e) Circumvent or disable any functionality or technological measure of the Service;
(f) Use the Service, including in conjunction with any device, program, or service designed to circumvent any technological measure deployed, for the purpose of controlling access to a content file or any other work protected by the laws on Intellectual Property Rights, or the rights related thereto;
(g) Attempt to obtain unauthorized access to the Service or its related systems or networks;
(h) Upload to the Service or transmit from it any data, file, software, or link containing or redirecting to a virus, Trojan horse, worm, or any other harmful element;
(i) Access the Service for the purpose of creating a competing product or service or copying ideas, features, functionalities, or graphic elements of the Service.

7.3. Warranty and indemnification. You warrant that you will comply with the obligations of this Clause 7.2 and that you will indemnify, hold harmless, and defend Prismy against any liability, claim, and costs resulting from your actual or alleged breach of these obligations.

7.4. Breach of Clause 7.2. Any prohibited use will constitute a substantial breach of this Contract and will lead us, at our sole discretion, to immediately terminate your right of access to the Service. Any breach of this Clause 7.2 will make you liable for the damages suffered by Prismy.

8. Property rights

8.1. Our property rights. Unless otherwise stated in this document, all rights, titles, and interests in the Site and/or the Service, including all software, databases, functions, Updates, evolution, documentation, and any content therein are the exclusive property of Prismy. All trademarks, trade names, service marks, and logos of Prismy on the Site and the Service are the property of Prismy. You may not use them in any way without the written consent of Prismy. If you copy or download any information from this Site and/or Service, you agree not to remove or obscure the copyright or other notices or legends contained in such information.

8.2. Quiet enjoyment. We guarantee the Client quiet enjoyment of the Service. In this regard, Prismy declares that it holds all Intellectual Property Rights over the Service (excluding your material, content, data, elements, rights, and Intellectual Property Rights, as well as those of third parties). If your use of the Service is restricted, you must immediately inform us, and we will take, without delay and at our expense, the appropriate measures to stop the inconvenience and ensure your normal use of the Service.

8.3. Service content. You may not, under any circumstances, modify, copy, distribute, display, perform, reproduce, publish, license, frame, create derivative works, transfer, or use in any other way for commercial or public purposes, in whole or in part, any information, software, product, or service obtained from the Site and/or the Service, except for the purposes expressly provided for in these Terms of use, without the prior written consent of Prismy.

8.4. Your property rights. All your trademarks, trade names, service marks, and logos are the property of the Client. We may not use them in any way, except within the framework of this Contract.

8.5. Data. All rights, titles, and interests relating to the Data are your exclusive property. Prismy may not modify, copy, distribute, display, perform, reproduce, publish, license, frame, create derivative works, transfer, or use in any other way for commercial or public purposes, in whole or in part, the Data belonging to you, except within the framework of the execution of the Service expressly provided for in these Terms of use.

9. Liability

9.1. Generalities. Each Party is responsible for the consequences resulting from its faults, errors, or omissions, as well as the faults, errors, or omissions of its own personnel, subcontractors, and Authorized User causing direct damage to the other Party or to third parties. Neither Party is responsible for indirect, special, exemplary, punitive, or other consequential or incidental damages (including, but not limited to, loss of profits or revenues, interruptions, loss of programs, data, or other information).

9.2. Limitations. Prismy will not be liable for damages resulting from (i) your use of or access to the Service, or any content, product, or service distributed or provided through the Site and/or the Service, (ii) a fault or failure of the Client, (iii) any failure or interruption of transmission networks leading to a suspension of the Site and/or the Service.

9.3. In any event and without prejudice to the foregoing, Prismy's total maximum liability under this Contract, for all causes and damages combined, will not exceed the amount paid over the last twelve (12) months of your current Subscription plan or, for Clients who have only subscribed to the free Service during the trial period, the financial consequences of direct and foreseeable damages resulting from Prismy's breach of the Contract. However, no provision of this Contract limits or excludes Prismy's liability for fraud and fraudulent misrepresentation, death, personal injury, and administrative sanctions related to a violation by Prismy of the regulations relating to the protection of personal data.

9.4. Client content. You are solely responsible for the Client Content that you or the Authorized Users upload, post, display, link to, or otherwise disseminate via the Service, and you agree that Prismy acts only as a conduit and passive host for the distribution and online publication of the Client Content. Prismy will not review, share, distribute, or reference the Client Content, except as provided in these Terms of use, in Prismy's Privacy Policy, or as required by Local applicable laws. Notwithstanding the foregoing, Prismy retains the authority to remove any uploaded Client Content that it deems to be in violation of this Contract, at its sole discretion.

9.5. Client responsibility. You (i) are required to comply with this Contract as well as your Authorized Users; (ii) are solely responsible for the accuracy, quality, integrity, and legality of the Client Content and the means by which you have acquired or generated the Client Content; (iii) are solely responsible for all activities conducted through your Account in relation to the Service; (iv) must promptly notify Prismy if you become aware of or reasonably suspect a security breach; (v) must use the Service only in compliance with Applicable law and Local applicable laws as well as governmental regulations; (vi) must comply in all respects with all terms of use of the Supported platforms concerning you, such as:
the terms of use of Github published at the following address: https://docs.github.com/en/site-policy/github-terms/github-terms-of-service
the terms of use of OpenAI published at the following address: https://openai.com/policies/terms-of-use
the terms of use of Intercom published at the following address: https://www.intercom.com/legal/terms-and-policies
or any terms of service issued by any other Supported platform or third-party social network that you may manage using the Service.

9.6. Fair use policy. Prismy may suspend your access to the Service in case of abusive practices that harm the performance of the Service for you and/or other clients of Prismy. What is "beyond acceptable limits" is based on reasonable standards and the impact of the activity concerned on Prismy's technical infrastructure and Services.

9.7. Disclaimer. You acknowledge that the Service is a standard software and service and not a custom program or service designed to meet your needs.

9.8. Translation suggestions by Prismy. Prismy generates translation suggestions, but it is the Client's responsibility to carefully review them before any publication. Prismy cannot be held responsible for the published content, whether due to poor translations or errors such as missing variables that could cause malfunctions in the user interface.

10. Confidential information

10.1. The Receiving Party will keep the Confidential Information of the Disclosing Party in the strictest confidence. The Receiving Party will ensure that access to the Confidential Information is limited to its employees, contractors, and third parties to the extent that this is commercially and reasonably necessary for the performance of its obligations under this Contract, provided that these persons respect written non-disclosure restrictions at least as protective as those contained in this Contract.

10.2. The Receiving Party will not, without the prior written consent of the Disclosing Party, use the Confidential Information of the Disclosing Party for its own benefit, publish or disclose it to third parties, copy or reproduce the Confidential Information of the Disclosing Party, and will not authorize the use of the Confidential Information of the Disclosing Party by third parties for their benefit or to the detriment of the Disclosing Party.

10.3. The confidentiality obligations of this Clause 10 will survive throughout the duration of the Contract and for a period of ten (10) years after its expiration or termination.

10.4. You acknowledge and agree that Prismy may, however, disclose any Data if the law requires it or to: (a) comply with a legal process; (b) enforce this Contract; (c) respond to claims that your content and/or Data violate the rights of third parties; or (d) protect the rights, property, or personal safety of Prismy, the Site, the Service, its users, and the public. Prismy will endeavor to inform you if such disclosure is requested.

10.5. The Receiving Party will return to the Disclosing Party or destroy any Confidential Information of the Disclosing Party and any other written, printed, or other concrete material in its possession relating to such Confidential Information, immediately upon the written request of the Disclosing Party.

11. Data retention

11.1. Prismy undertakes to retain your Data securely during the Subscription duration.

11.2. Prismy expressly disclaims any obligation to archive, store, and back up the Data beyond your Subscription duration and may delete the Data that is no longer used and that exceeds the deadlines stipulated in the applicable Subscription plan.

12. Security

12.1. Generalities. Prismy ensures the security of its Service according to the conditions mentioned here: https://www.prismy.io/security.

12.2. Risk management. You use the Internet, the Site, and the Service solely at your own risk and subject to Applicable law and all Local applicable laws. Although Prismy has endeavored to create a safe and reliable Site and Service, Prismy is not responsible for the security of any information beyond its reasonable control. Prismy is not responsible for interruptions or omissions in Internet, network, or hosting services. Furthermore, you acknowledge that due to the global nature of the Internet and the World Wide Web, the Site and/or the Service are available online and may generally be accessible from anywhere in the world and at any time. Access to the Site and/or the Service may be considered illegal by certain persons or in certain jurisdictions. You agree to comply with all Applicable laws and Local applicable laws regarding online conduct and acceptable content.

12.3. Security implementation. Any actual or attempted unauthorized use of the Site and/or the Service may result in criminal and/or civil prosecution by us. To ensure your protection, we reserve the right to view, monitor, and record activities on the Site and/or the Service without notice or other authorization from you, to the fullest extent permitted by applicable law, and solely in accordance with this Contract. This right extends to the review of tracking activities and details relating to suspected violations by you. Any information obtained through tracking, review, or recording may be reviewed by law enforcement authorities in the context of investigating or prosecuting any potential criminal activity on the Site and/or the Service.

13. Miscellaneous

13.1. Applicable law and dispute resolution. This Contract is governed and interpreted in accordance with French law. The Parties agree that any dispute or claim arising out of or in connection with this Contract or its subject matter will be subject to the exclusive jurisdiction of the Court of Appeal of Paris. Prismy reserves the right to bring proceedings before the courts of the country in which you reside.

13.2. Commercial reference. Unless you specifically revoke your consent to this clause by sending an email to cyril@prismy.io, you hereby acknowledge and consent to Prismy using your trademarks, logos, and trade names to identify you as a Prismy client on the Site and/or the Service, as well as on any other marketing material. You may withdraw your consent under this clause at any time.

13.3. Waiver of compliance with this Contract. The fact that one of the Parties does not enforce, at any time, a provision, condition, or requirement of this Contract, or does not require the performance by the other Party, does not constitute a waiver of the obligation to comply with these provisions. Any waiver must be made in writing, signed by an authorized representative, and will only be effective for the specific case specified.

13.4. Assignment and delegation. You may not assign or delegate any of the rights or obligations arising from this Contract without our prior written consent. We may freely assign or delegate all rights and obligations arising from this Contract, in whole or in part, without notifying you.

13.5. Relationship between the parties. No provision of this Contract should be interpreted as creating a partnership, agency, or any other type of employment relationship between the parties, or as imposing on either party a liability attributable to such a relationship. Neither party will have the right, power, or authority to enter into an agreement on behalf of the other party, to contract an obligation or liability on its behalf, or to bind it in any way.

13.6. Severability. If any provision of this Contract is deemed unenforceable by a competent court, that provision will be enforced to the extent possible to respect the original content of the Parties, and the rest of the Contract will remain in force to the extent possible.

13.7. Entire agreement. The rights and obligations of both Parties are defined in this Contract, which constitutes the entire agreement between the Parties and supersedes all prior oral or written agreements relating to the subject matter of this Contract.

14. Privacy / Data protection

14.1. Privacy policy. We may process your personal data in the context of the execution of this Contract. You can refer to our privacy policy (https://www.prismy.io/privacy-policy) for more details.

14.2. Compliance. By accepting the terms contained in this Contract, you acknowledge, declare, and warrant that you will comply with all Local applicable laws, including, but not limited to, the laws applicable to data protection and privacy.

Contact information:
Cyril Codron
33 rue Saint Michel, 62000 Arras
cyril@prismy.io