Terms and Conditions

Terms and conditions of sale

1. Introduction

These Cockpit General Terms and Conditions of Sale (hereinafter "GTCS") apply to the business relationship between UseAlto (operating under the name Cockpit), a simplified joint stock company with a share capital of €76,099.00, registered with the Nanterre Trade and Companies Registry under number 917431942, and whose registered office is located at 39 rue Edouard Vaillant - 92700 Colombes, France (hereinafter "UseAlto") and its customer (hereinafter the "Customer") as identified in the Order Form.

These General Terms and Conditions define the rights and obligations of the parties for the provision and use of the Service.

Any use of the Service implies full acceptance of these General Terms and Conditions and of the contract for the outsourcing of personal data (hereinafter "DPA").

These General Terms and Conditions and the Order Form shall prevail over any other clause contained in any other contract or document, except with the prior written consent of UseAlto. In the event that any clause of the GTC becomes unenforceable for any reason, such clause shall be amended to the minimum extent necessary to make it enforceable. These GTC and the DPA are available at any time at www.getcockpit.io. They may be saved, printed and retained.

UseAlto can be contacted with any questions or requests using the contact form provided on its website or by post at the following address: UseAlto - 59 avenue Sainte-Foy 92200 Neuilly-sur-Seine, France.

2. Definitions

 "Administrator" means any natural person of at least 18 years of age authorized by the Customer or by another Administrator to administer and manage a User Account.

"Order Form" means the Order Form sent by UseAlto to the Customer and specifying, in particular, the price per license and the conditions of supply of the Service. The Purchase Order must be returned by the Customer to UseAlto, dated and signed.

"Customer" means the legal entity which subscribes to the Service offered by UseAlto and is represented by a natural person with the power to bind it contractually. It is the Customer's responsibility to create and activate accounts for Users and to appoint one or more Administrators, for whom it remains responsible.

"User Account" refers to the account created by the Customer and allocated to a User for use of the Service.

"Contract" or "contract" means these General Terms and Conditions together with any appendices and amendments thereto, the DPA and any associated Purchase Order.

"Confidential Information" means all information, documents and data of the Disclosing Party that (i) is labeled or designated in writing as confidential or private, (ii) the Receiving Party is informed is private or confidential, or (iii) the Receiving Party knows or reasonably should know, given the nature of such information and/or the circumstances of its disclosure, is confidential or private.  Confidential Information includes, but is not limited to, the terms and conditions of this Agreement, the price per license granted to the Customer by this Agreement, the Services and Software, Your Data, and all information relating to business plans, marketing plans, customers, technologies, employee and organizational information, product design and plans as well as the Disclosing Party's financial information and Customer data.

"License" means a license to record or import and listen to recordings on the Cockpit platform.

"Listening license" means a license that does not allow you to record or import recordings on the Cockpit platform. A Listening License allows you to connect to the Cockpit platform to listen to recordings made by Users who have a License.

"Price per License" means the price agreed between UseAlto and the Customer, for the supply of a License, in the Purchase Order.

"Service" refers to all services offered by UseAlto and made available on the getcockpit.io and https://recordx.getcockpit.io/ websites, including the Cockpit commercial conversational analysis platform.

"User" means any professional aged 18 or over authorized to use the Service by the Customer or a Customer Administrator. Use of the Service by the User is under the sole responsibility of the Customer.

3. Service description

 Cockpit is a commercial conversational intelligence platform that allows you to record, collect recordings, transcribe, analyze and share audio and video calls and online demonstrations from a sales or other team (support, technical, etc.), as well as any other information you provide (comments, etc.) on said platform. A presentation of the Service and its functionalities is available at https://www.getcockpit.io.

UseAlto grants the Customer, in consideration of full acceptance of these GTC and payment of the Price, the right and authorization to use the Service in accordance with the terms, number of licenses and duration set forth in the Purchase Order.

In connection with the use of the Service, UseAlto grants the Customer access to the Service, including the allocation, addition or deletion of User or Administrator Accounts, as well as the ability to configure certain features of the Service.

4. Subscription conditions

4.1. To subscribe to the Service, the Customer must return the dated and signed Order Form. By signing the Order Form, the Customer accepts and signs these Terms and Conditions and Cockpit's PAD.

The Customer declares and warrants that he/she has full legal capacity or that he/she has the authorization of the person authorized to bind the Customer; he/she undertakes to justify his/her identity and capacity to act and to represent the Customer at UseAlto's first request, by producing supporting documents (such as extract k-bis, identity document, accreditations, etc.).

Activation of accounts is at the discretion of UseAlto, which in particular reserves the right not to activate accounts, for example in the event of doubt as to the Customer's identity or capacity to commit, inaccurate declarations or refusal to provide the requested documents.

In the event of inaccurate declarations by the Customer at the time of registration, and in the absence of rectification within 8 (eight) days of notification by any means (including email) by UseAlto, the latter may terminate the rights of the Customer and the User/Administrator Account(s) opened by the latter and thus definitively terminate the provision of the Service, under the conditions of article 13.

4.2. The Administrator may create one or more licenses. License pricing is described in article 7 of these GTS. 

The Customer acknowledges and accepts that the Administrator may at any time add more licenses than the number agreed with UseAlto in the Purchase Order. The added licenses are also subject to the pricing described in article 7 of these GTS.

The Customer declares and warrants that the Administrator has the legal capacity and/or the authorization of the person empowered to bind the Customer; he undertakes to justify his identity and his capacity to act and represent the Customer at UseAlto's first request, by producing supporting documents (such as k-bis extract, identity document, accreditations, etc.).

To access and use the Service, the User is provided with personal, secure identifiers corresponding to his/her e-mail address and a password chosen by him/her. The use of a User Account is purely personal. Each User may only use his or her own account. Sharing, pooled use and disclosure of the User Account password are prohibited.

All access to and use of the Service by the Customer or from his User Accounts are deemed to be carried out by the Customer.

The Customer is responsible for the safekeeping, confidentiality and use of the identification details enabling access to the Service and User Accounts. The Customer is responsible for any use of the Service made from User Accounts. It is the Customer's responsibility to put in place the necessary measures to protect this data, it being specified that UseAlto recommends that the Customer ensures that the passwords of Administrators and Users are changed regularly.

If the Customer has reason to believe that an unauthorized person is using its Users' or Administrators' identifiers and/or associated accounts, it must immediately inform UseAlto in order to obtain new codes. UseAlto shall not be liable for the disclosure of such data to third parties or for the consequences of such disclosure.

Finally, the Customer acknowledges that it is solely responsible for any damage that may result from the use of the Service using the login details of its Users, Administrators or associated accounts.

4.3. The Customer may modify the information and settings of his Account and User Accounts online at any time.

The Customer warrants that the information provided is accurate and true. He undertakes to update this data regularly and to inform UseAlto without delay of any changes to the data communicated at the time of registration and, if necessary, to make such changes.

4.4.  The Administrator can activate and deactivate the AI Assistant feature.

The Customer acknowledges and agrees that the Administrator may activate or deactivate the AI Assistant feature at any time.

The Customer declares and warrants that the Administrator has the legal capacity and the authorization of the person authorized to bind the Customer to activate and deactivate the AI Assistant functionality; he undertakes to justify his identity and his capacity to act and represent the Customer at UseAlto's first request, by producing supporting documents (such as extract k-bis, identity document, accreditations, etc.).

5. Using the service

5.1. General principles

Use of the Service and its functions and results is the sole responsibility of the Customer.

The Customer undertakes to use the Service in accordance with these GCS and in compliance with applicable regulations.

The Customer and Users undertake not to use any device or software with the aim of disrupting or attempting to disrupt the proper functioning of the Service, in particular by imposing a disproportionate load on UseAlto's servers and infrastructure. They also undertake not to (i) use the Services in a way that infringes, misappropriates or violates the rights of any person (including, without limitation, copyright, trade secrets, contractual rights, rights to privacy or protection of personal data); (ii) reverse assemble, compile, decompile, translate or otherwise attempt to discover the source code or underlying components of the Service's models, algorithms and systems, or any portion thereof (except to the extent that such restrictions are contrary to applicable law).

In the event that UseAlto is held liable due to a breach by the Customer of its legal obligations or of these GTC, the Customer undertakes to indemnify UseAlto against any claim or judgement brought against it and to cover, in particular, all legal costs, compensation and attorney's fees.

5.2 Recordings

UseAlto has no control over the content of recordings made in connection with the use of the Service; the Customer is solely responsible for such recordings, the conditions under which they are made, their content and their use.

The Customer understands that when using Google Meet and Microsoft Teams videoconferencing tools and having activated the recording functionality via the bot, recording is carried out via the subsequent Recall subcontractor. In other cases, recordings are made by VoIP (Voice over Internet Protocol) and videoconferencing application providers used by the Customer and integrated into the Service. UseAlto is not the originator of the recordings and does not make the recordings itself, but merely collects them.

In accordance with applicable laws and regulations, the Customer must inform its own employees and their correspondents of the recording of their telephone and video conversations. The customer must also inform them of their right to object to the recording at any time.

The Customer is also responsible for the processing of personal data relating to the said recordings, for their compliance with regulatory and legal provisions relating to the protection of personal data, with regulations applicable to labor, employees and employment, and for rights and obligations towards SACEM and/or SCPA.

When the call recording option is activated by the Customer, the recorded calls will be imported into the Service or recorded by the Service depending on the videoconferencing tools chosen by the Customer. UseAlto is in no way responsible for these recordings, their content, their use and/or their import or recording.

UseAlto guarantees the confidentiality of the files thus recorded or imported and undertakes not to disclose them to third parties, except at the request of a legitimate authority.

5.3 Translation functionality

It is the responsibility of each User to activate the translation functionality of the recordings in order to enjoy them. This feature is activated on a case-by-case basis for each recording. It is only when this feature is activated by the User that the subsequent subcontractor dedicated to this feature and identified within the DPA will process the data relating to the recordings.

5.4 Artificial intelligence functionality

It is the responsibility of the Administrator to activate the artificial intelligence (AI) features of Cockpit (UseAlto) in order to benefit from them. Only when this functionality is activated will the subsequent OpenAI subcontractor process registration data.

IA features are optional. It is up to the customer to decide whether to subscribe to them, and he alone is responsible for their use and consequences.

AI functionalities include AI Summary, which automatically generates intelligent summaries of customer recordings and exchanges on the Cockpit platform; AI Playbook, which automatically assesses whether or not the expected elements of a sales methodology have been followed within a recording; Autopilot, which automatically fills in information in the CRM; Ask Anything, which lets you ask any question about a customer interaction (or anything else); and AI Coach, which analyzes sales performance during a call.

When AI functionality is activated by the Administrator, it applies to all recordings on the Cockpit platform. For AI Playbook functionality, the Administrator must also choose which record types to apply it to, and for which teams. 

6. Plans - Financial conditions

We offer our customers various options, including free and paid packages, with or without a fixed commitment period. Customers can find these options and the corresponding prices on our website at the following address: https://www.getcockpit.io

Pricing for these packages is available in US dollars and euros.

6.1 Free plans

Free packages are non-paying subscriptions subject to restrictions on use (maximum number of meetings recorded, maximum recording duration, possibility of integration with third-party tools, restricted functionality, etc.); these restrictions on use are set out on our website.

The Customer may terminate the free package or switch to a paid package at any time.‍

6.2 "Pro, Business and Enterprise" paying packages

The "Pro", "Business" and "Enterprise" pay-as-you-go packages feature a fixed-term commitment (usually 12 months), even lower usage restriction limits than our other packages, and more customized solutions. Premium features and support services can also be added to the "Enterprise" package.

When the Customer subscribes to a paid package, the financial conditions applicable to it (fees, schedule and payment conditions) are set out in the specific conditions signed by the Customer. Unless otherwise specified, the minimum annual fee is non-cancellable and non-refundable for any reason whatsoever.

Either the Customer or UseAlto may terminate the plan at the end of each period (anniversary date) by giving three (3) months' notice. The Customer will remain responsible for the payment of all amounts due to UseAlto until the effective date of termination. In the absence of such termination, the plan will be automatically renewed for the same fixed term, and the Customer will be billed according to the original payment schedule.

6.3 Common provisions for all paying plans

Plan fees do not include the cost of the equipment and Internet access required to use the Service, which are the responsibility of the Customer.

Charges for Customer Account Services, if any, are specified on the Order Form and/or in the Special Conditions. They do not cover and the Customer agrees to reimburse UseAlto separately for all costs UseAlto has incurred in connection with the Customer Account Services, including: (i) travel costs, including airfare, car rental and travel time in excess of four hours per week; (ii) lodging costs, including hotel costs; (iii) meal costs, including breakfast, lunch and dinner; (iv) translation and/or interpretation services; and (v) materials costs. Client account service fees are invoiced when the order form is signed. They are non-cancellable and non-refundable.

Any delay in payment (i) shall entitle UseAlto to recover, without notice, late payment interest, collection fees and other amounts permitted by law and (ii) may immediately, upon notice, temporarily suspend access to and use of the Service and/or terminate the Customer's subscription. All amounts payable are exclusive of taxes. Customer shall pay all taxes imposed by any government on amounts payable for the Services, or reimburse UseAlto if UseAlto has paid such amounts, for which Customer shall be personally liable.

UseAlto reserves the right to change the fees for the Services by notifying the Customer by e-mail with at least thirty (30) days' notice. If the Customer does not accept the new fees as notified, the Customer must cease all use of the Services no later than the last day of the monthly period already paid at the date of notification and terminate the plan. For fixed-term plans, the fees applicable are those in force on the date of the order; the new fees will only apply on the renewal date of the plan.

7. Termination

7.1 Right of withdrawal

The Services are reserved exclusively for professional use and no regulations on consumer rights or retraction are applicable to the Services.

7.2 Termination and/or deletion of an account at UseAlto's initiative

UseAlto may terminate the Customer's account and the provision of Services at its sole discretion in the following circumstances:

at any time and for any lawful reason for a free plan, provided that reasonable notice is given; or
after UseAlto has been notified of any violation of laws or regulations or these Terms, including but not limited to: if payment or partial payment of any amount due by You is not received by UseAlto; in the event of a payment incident; when using the Services to send emails that do not comply with the Sending Policy; in the event of a breach or attempted breach of the security of the Website; or, in the event of fraud or attempted fraud when using the Website.

7.3 Consequences of termination

Upon expiration or termination of the Customer's account for any reason whatsoever, all amounts still owed by the Customer shall become due and payable immediately. UseAlto will not refund any prepaid fees and will charge the full amount it would have been entitled to charge for the remaining term.

We inform you that from the date of effective termination of the Customer account, the Customer will no longer have access to his account and the Data stored therein, subject to the provisions of the Privacy Policy and applicable laws.

8. Payment and invoicing

8.1. Means of payment

8.1.1 The Service is provided to the Customer in return for payment of the Price indicated on the Order Form.

Payment can be processed via STRIPE (credit card, bank transfer and direct debit) or by direct bank transfer to UseAlto's bank account.

In the case of payment by bank transfer, the Customer transfers the annual fee to UseAlto's bank account in accordance with the bank details shown on the invoice sent to the Customer.

The Customer is obliged to pay UseAlto the full price.                                             

The sums received by UseAlto are irretrievably acquired. They cannot be refunded, except in the circumstances described in article 13.2.

If new licenses are added, the corresponding price will be prorated for the time remaining until the next annual invoice is issued. A specific invoice will be issued to take into account the added licenses and the corresponding prorated price. Thereafter, the price for the added licenses will be integrated into subsequent annual invoices.

8.1.2 Amounts due and payable by the Customer to UseAlto under the Agreement shall be paid in full. They shall not be subject to any deduction, set-off, counterclaim or withholding of any kind, except as required by law. All amounts due and payable under the Contract are exclusive of taxes. Taxes will be added at the prevailing rate.

8.1.3 In the event of refusal of payment, rejection of payment or non-payment of invoices due, the Customer will be informed of such non-payment by a message sent to its contact e-mail address. UseAlto reserves the right to suspend or terminate access to the Service if the Customer fails to make payment within two (2) weeks of this message being sent, without this in any way constituting a prejudice to the Customer.

Accounts suspended by UseAlto do not entitle the Customer to any refund. Suspended accounts remain billed to the Customer for the remainder of the contract period.

The Service may be reinstated, at UseAlto's discretion, when the Customer has paid all outstanding invoices.

It is expressly stated that unpaid invoices remain payable and that UseAlto reserves the right to enforce collection of unpaid invoices.

No claim for compensation will be accepted in the event of temporary or permanent suspension of the Service for refusal of payment, rejection of payment or non-payment.

The use of the GOCARDLESS payment solution is subject to their own conditions of use, as well as to French regulations concerning the fight against money laundering and the financing of terrorism. The Customer is informed and accepts that information and data relating to the transaction carried out via these payment solutions may be transmitted to the competent authorities.

8.2. Invoices

Invoices are issued at the beginning of each subscription period.

If new licenses are added, an invoice is immediately sent to the Customer.

Payment is due on receipt of invoice.

Invoicing is based on the data systematically recorded by UseAlto. These data constitute proof of the use of the Service by the Customer, and it is the Customer's responsibility to inform UseAlto without delay of any change of address or bank details.

All invoices issued are due and payable, even in the event of suspension of the Service by UseAlto due to non-payment by the Customer.

UseAlto will provide the Customer with invoicing information upon written request.

8.3. Late payment

In the event of late payment of one or more invoices, the customer is liable for late payment penalties without the need for a reminder.

The applicable interest rate is the semi-annual key rate of the European Central Bank in force on January 1 or July 1 of the current year, plus 10 points, but not less than three times the legal interest rate.

A flat-rate indemnity of €40 is also due for collection costs, it being specified that UseAlto reserves the right to claim an additional indemnity in the event of recourse to a professional in charge of reminders, formal notices and, in general, the collection of its invoices.

8.4. Dispute

In the event of a dispute regarding the amounts invoiced by UseAlto for the use of the Service, the Customer must notify UseAlto by registered letter with acknowledgement of receipt within thirty (30) days of the invoice date, indicating the invoice number to which the dispute relates.

The Customer remains liable for payment pending the outcome of the dispute. In the event of a reduction of the disputed invoice, UseAlto will issue a credit note to the customer, which will be deducted from the next invoice after agreement between the parties.

9. Taxes

The prices indicated in these GCS are in euros and exclusive of tax or VAT.

10. Warranty and liability

10.1. Warranty

UseAlto warrants that: (i) it will perform the Services in accordance with the DPA applicable to its relationship with the Customer; (ii) it will provide the Services in a professional manner, in accordance with recognized industry standards and good business practices; (iii) it will comply with applicable law, and have the licenses and authorizations to provide the Service; and (iv) it is legally authorized to enter into this Agreement and perform the obligations contained herein. UseAlto is bound by an obligation of means with respect to the provision of the Service; in particular, UseAlto does not guarantee that the Service and its results correspond to the Customer's requirements.

In no event shall UseAlto be liable for any consequential damages, including but not limited to loss of time, lost sales, loss or corruption of data, incurred by the Customer in connection with the use of the Service or any malfunction thereof.

The Customer waives all liability claims against UseAlto in respect of the functioning and operation of the Service and in particular in the event of temporary interruptions to the Service for the updating of certain files, operational difficulties or temporary interruption of the Service.

The Customer hereby understands and acknowledges that any material information or data downloaded or in any way obtained through the use of the Service is done so at the Customer's own risk and that the Customer is solely responsible for any damage to the Customer's computer system or loss of data resulting from any such problem. No information or advice, oral or written, obtained by the Customer from UseAlto or its staff shall create any additional warranty.

The Customer warrants that: (i) it complies with all applicable laws; and (ii) it is legally authorized to enter into this Agreement and to perform the obligations contained herein. The Customer expressly acknowledges that he/she uses the Service at his/her own risk and that he/she is aware of the characteristics and operation of the Internet network, as well as its inherent limitations.

WITH THE EXCEPTION OF THE EXPRESS WARRANTIES PROVIDED FOR IN THIS SECTION 10.1, TO THE FULLEST EXTENT PERMITTED BY LAW, UseAlto EXCLUDES ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY.

10.2. Limitation of liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE HEREUNDER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST PROFITS, LOST SALES OR ANTICIPATED ORDERS, OR DAMAGES FOR LOSS OF GOODWILL, EVEN IF EITHER PARTY HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

In no event shall UseAlto, its suppliers, employees or subcontractors be liable for any indirect, special or consequential damages resulting from misuse or inexperience in using the Service or its results.

EXCEPT FOR THE PARTIES' RESPECTIVE OBLIGATIONS OF CONFIDENTIALITY AND INDEMNITY, THE AGGREGATE LIABILITY OF EITHER PARTY FOR ALL CLAIMS RELATING TO THE SERVICES OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE THEORY OF DAMAGE, SHALL NOT EXCEED THE COSTS PAID OR DUE TO UseAlto UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE CLAIM. UseAlto SHALL NOT BE LIABLE FOR DAMAGES INCURRED BY THE CUSTOMER TO THE EXTENT THAT THEY ARISE FROM UNAUTHORIZED ACCESS RESULTING FROM THE ACTIONS OF THE CUSTOMER OR ANY THIRD PARTY OTHER THAN USEAlto'S REPRESENTATIVES.  THE FOREGOING DOES NOT LIMIT THE CUSTOMER'S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT. 

In no event shall UseAlto or its employees be liable to the Customer or any third party for any indirect, special, incidental, exemplary, punitive or consequential damages, or for any loss of revenue, profits, data, technology or goodwill, or for any interruption in the use of the service, arising out of or in connection with the activation of the AI Assistant feature or the use of such feature by the Customer or any third party, regardless of the theory of liability.

11. Modifications and updates

UseAlto reserves the right to add, modify or delete features of the Service, including the AI Assistant feature. UseAlto may also make any corrections it deems necessary to the Service.

The User must always use the latest version of the Service and may not request access to earlier versions.

UseAlto reserves the right to modify the terms of use and these GTC at any time. The Customer will be informed of such changes by email (sent to the Administrator's email address) or on the website www.getcockpit.io or on the Cockpit commercial conversational analysis platform, as UseAlto may decide.

All modifications to the present GTC will apply to the Customer, even if his commitment predates the modifications, fifteen (15) days after the information has been given to him. In the event that the modifications to the GTC would cause significant prejudice to the Customer and would not be required by laws, regulations, directives, recommendations or deliberations of a European data protection authority or by a court decision, the Customer shall inform UseAlto of its opposition and its reasons within eight (8) days of the information.  If the Parties fail to reach agreement within thirty (30) days of receipt of the Customer's objection, the Customer may terminate, without penalty, the Service affected by the change by sending written notice to UseAlto. Any use of the Service after the Customer has been notified shall be deemed acceptance by the Customer of the updated GTC.

12. Service continuity

 The Service may be temporarily interrupted for maintenance, updates or technical improvements, or to modify its content and/or presentation. UseAlto makes every effort to inform the Customer in advance of maintenance or updates. UseAlto endeavours to schedule maintenance, updates and technical improvements during off-peak hours and to avoid interruptions and delays to the Service. The Service is designed to be available with minimum disruption outside regularly scheduled maintenance periods.

UseAlto uses reasonable efforts to maintain maximum availability and quality of the Service; however, UseAlto cannot guarantee that the Service will operate without interruption and/or error.

The availability and quality of the Service depend on the quality of the Customer's and User's Internet connection, the existence and condition of an adequate power supply and the correct configuration of the hardware used, over which UseAlto has no control.

Customer acknowledges and agrees that several factors beyond UseAlto's control may impact the quality of recorded calls and the Service, including Customer's local area network, public Internet lines, public telephone network, Customer's Internet service provider, Customer's VoIP and videoconferencing applications and software, and local area network hardware. UseAlto shall not be responsible or liable for any disruption, interruption or delay of the Service caused by a failure of any of the foregoing or any other element over which UseAlto has no control. UseAlto cannot be held responsible and will not be liable for the quality of recorded calls.

The Customer may notify UseAlto of any incident relating to the provision of the Service by e-mail to: contact@getcockpit.io.

UseAlto undertakes to do its utmost, with the possible assistance of the Customer, to deal with the incident as quickly as possible.

14. Intellectual property - Indemnification

14.1. These GTC and the use of the Service do not imply any assignment or transfer to the Customer of UseAlto's intellectual property rights to the Service and, more generally, to all elements and content constituting the Cockpit platform.

Any unauthorized reproduction or use by the Customer of all or part of the Service and its components (content, algorithms, source codes, logos, etc.) without the authorization of UseAlto constitutes an act of infringement and will be prosecuted before the civil or criminal courts.

In consideration of the price, the Customer is the exclusive owner of all results arising from the use of the Services ("the Deliverables") and in particular the analyses and results arising from the use of the recordings (summaries, transcripts etc.). UseAlto undertakes to protect the Customer from any infringement of intellectual property rights, in particular by its subcontractors, and to ensure that the Customer remains the sole owner of its Deliverables. Article 14.2 shall apply to the provisions of this article.

UseAlto transfers to the Customer all intellectual property rights relating to the Deliverables. This transfer is exclusive, irrevocable, worldwide and final.

When the Customer uses the Deliverables, the Customer agrees to mention UseAlto's name as the Service Provider who supplied the Deliverable.

14.2. UseAlto shall defend, indemnify and hold harmless the Customer and its officers, directors, employees, shareholders, agents, legal representatives, subsidiaries, affiliates, successors and permitted assigns, from and against any and all third party claims, actions, demands or proceedings (collectively "Claims") resulting in direct damages, costs, losses or expenses, including reasonable attorneys' fees and court costs, as well as fines and penalties imposed by any governmental entity (collectively "Losses") to the extent that they result from (a) infringement or misappropriation of a third party's intellectual property rights by the Services.  If a court of competent jurisdiction finds that a Loss has been caused only in part by UseAlto, UseAlto's liability hereunder shall be limited to the amount attributable to its fault.  Notwithstanding the foregoing, UseAlto shall not be liable under this section to the extent that an alleged infringement of intellectual property rights arises from (i) the use of UseAlto's Services and/or Software in combination with other equipment or software not provided or approved in writing by UseAlto, if such loss would have been avoided without such combined use; (ii) a modification of the Service by the Customer or a third party which has not been approved in writing by UseAlto or which is not authorized by this Agreement; (iii) the failure of the Customer to install software updates provided by UseAlto; (iv) the use of the UseAlto Services in a manner other than as authorized by this Agreement. In the event that the Customer's right to continue to use the Services, with the exception of the AI Assistant functionality, is likely to be prohibited, UseAlto may, at its sole discretion, (A) attempt to obtain the right for the Customer to continue to use the Services ; or (B) replace or modify the Services so that they are no longer infringing but operate in a substantially equivalent manner or (C) if neither (A) nor (B) is commercially practicable, UseAlto shall have the right to terminate this Agreement and, within thirty (30) days, return to Customer all Confidential Information, and refund to Customer all unearned royalties, if any, for Services not yet performed. THE PROVISIONS OF THIS ARTICLE CONSTITUTE THE ONLY, EXCLUSIVE AND ENTIRE LIABILITY OF UseAlto TO THE CUSTOMER, AND THE CUSTOMER'S ONLY REMEDY, WITH RESPECT TO THE VIOLATION OR DISRUPTION OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.

14.3. The Customer shall defend, indemnify and hold harmless UseAlto and its officers, directors, employees, shareholders, agents, legal representatives, subsidiaries, affiliates, successors and permitted assigns from and against any and all Claims resulting in losses to the extent that they result from a claim that the Customer's data infringes or misappropriates the intellectual property rights of a third party.

14.4. The Party claiming indemnification under this Agreement shall: (i) give the Indemnifying Party written notice of the claim, (ii) entrust the Indemnifying Party with control of the defense and regularization of the proceedings related to the claim, and (iii) cooperate with the Indemnifying Party in defending and terminating the claim.  The Indemnified Party shall have the right to participate, at its own expense, in any indemnification action or related negotiations through counsel of its choice.  Neither party may consent to the entry of any judgment or the making of any settlement which adversely affects the rights or interests of the other party without the prior written consent of the latter, which may not be unreasonably withheld.  

15. RGPD- Commercial prospecting

By entering into the Purchase Order and the attached General Terms and Conditions, the Parties acknowledge having read and accepted the attached DPA.

In connection with the use of the website and the provision of the Service, UseAlto collects and processes certain personal data relating to the Customer or provided by the Customer.

UseAlto acts as data controller within the meaning of the RGPD with respect to the processing of personal data that it carries out as part of its direct contractual relationship with the Customer, and in particular for the collection and processing of data identifying the Customer or its employees or agents and useful for the provision and billing of the Service.

UseAlto acts as a data processor within the meaning of the RGPD with respect to the processing of personal data that it carries out at the request and on behalf of the Customer in connection with the Customer's use of the Service.

For further information on the use of personal data, please refer to the UseAlto Privacy Policy available on our "Trust Center".

The Customer agrees that UseAlto may send the Customer information relating to the operation and development of the Service. The Customer agrees that UseAlto may send him information for promotional purposes, by e-mail or via newsletter. At any time, the Customer may request UseAlto to cease receiving information for promotional purposes. The opt-out request may be made by e-mail or by simply clicking on a link contained in the message.

The Customer authorizes UseAlto to use its name and/or logo free of charge as a commercial reference for the duration of the contract, in particular on www.getcockpit.io and on social networks. 

16. Non-disclosure of confidential information

During the term of this Agreement and for a period of four (4) years after its termination (with the exception of information covered by business secrecy, which must remain confidential for as long as it constitutes business secrets, and any other legal obligations of confidentiality), each Party (the "Receiving Party") which receives Confidential Information (as defined in Article 2) from the other Party (the "Disclosing Party") undertakes not to use it, other than in connection with the provision or receipt of the Services, nor to disclose it to any other person, with the exception of officers, employees, contractors or representatives of the Receiving Party who need to know it for the purposes of this Agreement and who are subject to confidentiality obligations equivalent to those contained in this Agreement (the "Representatives"). The Receiving Party undertakes to provide the same level of protection to the Confidential Information disclosed to it as it provides to its own Confidential Information, at a minimum the Receiving Party undertakes to exercise due diligence.  Each Party shall be responsible for any breach of these confidentiality and non-use obligations by its Representatives. Notwithstanding the foregoing, each Party may disclose the terms and conditions of this Agreement in connection with verification requests accompanying a proposed merger, acquisition, financing or securities transaction, provided that the parties receiving such Confidential Information are subject to confidentiality obligations at least as strict as those set forth in this Agreement.  At the request of the Disclosing Party, the Receiving Party shall return or destroy, by certifying in writing to the Disclosing Party the destruction, the Confidential Information entrusted to it by the Disclosing Party and which is in its possession or under its control.

The obligation of confidentiality and non-use does not apply to information (i) which is or becomes publicly known regardless of any fault or participation in its disclosure by the Receiving Party or its representatives; (ii) which is already held or known by the Receiving Party before being disclosed to it by the Disclosing Party or which is disclosed to the Receiving Party by a third party to the Disclosing Party and its representatives without any obligation of confidentiality or non-use being attached to it; (iii) the disclosure of which is required by a judicial, administrative, arbitral or governmental decision or by law; in which case and unless legally prohibited, the Receiving Party shall inform the other Party of such request for disclosure before granting it and undertakes to comply with any protective order or other limitation on disclosure obtained by the Disclosing Party; or (iv) which are independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

Any use or disclosure of the Disclosing Party's Confidential Information in a manner inconsistent with the provisions of this Agreement may cause the Disclosing Party irreparable damage for which the only remedy available would be a restraining order. The Parties agree that the Disclosing Party may seek and obtain a restraining order to prevent the breach of the confidentiality obligation.  

17. Force majeure

 Neither party will be considered to be in default in the event of non-performance of its contractual obligations resulting from a case of force majeure as defined by article 1218 of the French Civil Code.

In the event of force majeure :

- the obligations of the party invoking it are suspended without the latter being held liable, even in the event of loss, damage, delay, non-performance or partial performance resulting directly or indirectly from a case of force majeure ;

- each party shall take reasonable steps to minimize disruption caused by force majeure.

If a case of force majeure prevents either party from performing an essential obligation of the contract for a period of more than thirty (30) days, either party may terminate the contract by registered letter, without either party being entitled to any compensation. 

18. Assignment and transfer of contract

For the avoidance of doubt, the Customer is granted a personal, temporary, non-transferable and non-exclusive right to access and use the Service.

Under these conditions, it is expressly agreed that the Customer shall not transfer the Contract or any rights derived from access to and use of the Service to a third party, whether by contribution, assignment, concession, merger, demerger, loan or otherwise, including without consideration, or within the group to which the Customer belongs, without the prior written consent of the Service Provider.

UseAlto has the right to assign this contract with the Customer, in particular in the event of the sale or transfer of all or part of its business and/or assets.

The Customer must obtain the prior written consent of UseAlto before assigning or transferring this contract, including to an entity of the same group.

19. Entire contract - Independence of clauses

This is the entire agreement between the parties and supersedes all prior discussions, negotiations, proposals and agreements between the parties relating to the same subject matter.

In the event that any of the provisions herein are found to be void, invalid or unenforceable, the remaining provisions shall remain valid and unaffected and shall continue to apply in full.

20. Applicable law - Competent courts

The contractual relationship between UseAlto and the Customer is governed by French law.

Failing amicable settlement, any dispute concerning the existence, validity, interpretation, performance and/or termination of the present contract shall be submitted to the Paris Commercial Court, even in the event of summary proceedings, third-party proceedings or multiple defendants. 

21 - Communication between the Parties

Registered letters should be sent to UseAlto at the following address:

UseAlto / Cockpit

16 rue de la Grange Batelière

75009 Paris

Registered letters must be accompanied by an e-mail to billing@getcockpit.io and dpo@getcockpit.io.

The Customer's contact email address is the address indicated on the Order Form. It is the Customer's responsibility to notify UseAlto of any change in the contact email address.

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