Terms of Service

These Terms and Conditions (the “Terms”) govern the access to and use of the services provided by Altertable SAS (“Altertable” or the “Provider”) by the customer identified during the online subscription process (“Customer”).

Altertable SAS is a société par actions simplifiée organized under the laws of France, with its registered office at 26 rue du Commerce, 92700 Colombes, registered with the Registre du Commerce et des Sociétés under number 944 054 006.

The Customer is the legal entity or individual identified in the subscription flow available on Provider’s website to register and access the Product (as defined below) (the “Subscription Process”).

By completing the Subscription Process, or using the services, Customer agrees to be bound by these Terms as of the date of acceptance of these Terms or use of the Services, whichever is earlier (the “Effective Date”).

Provider and Customer are each referred to individually as a “Party” and collectively as the “Parties.”

Customer subscribes to Altertable’s AI-native unified data platform. This Agreement sets out the rights, obligations, and expectations for both sides.

1. Definitions

In plain terms: Every capitalized term in this Agreement has a specific meaning, defined here so there's no ambiguity.

2. Access, Use & License

In plain terms: You get full access to Altertable's platform for your internal business use: unlimited seats, unlimited data, unlimited queries. Beta features are previews with no promises attached.

2.1 License

Subject to Customer’s compliance with this Agreement, Provider grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Product solely for Customer’s internal business purposes. Where Customer is explicitly authorized to enter into the Agreement on behalf of its Affiliates and to the benefit of its Affiliates, Customer is authorized to sublicense access and use the Product to its Affiliates under the same terms and conditions. Unless otherwise explicitly authorized, license to the Product is personal to Customer and does not extend to Customer’s Affiliates.

2.2 Scope

The subscription is exceptionally unmetered: platform seats, Product Analytics API (incl. events ingestion), SQL queries, and overall compute are included without per-unit fees or volume caps and Fees are based on Customer’s use of the Product. Customer uses the platform as needed for its ordinary business operations.

2.3 Support

During the Subscription Term, Provider will provide technical support as described in the Documentation. Customer acknowledges that timely access to applicable Customer Data, resources, personnel, equipment or facilities is necessary for the provision of technical support. Customer agrees to provide such access and to reasonably cooperate with Provider in connection with technical support. Provider will have no liability for any delay or deficiency to the extent resulting from Customer’s breach of its obligations under this Section. Where the Documentation does not include technical support as part of the Cloud Services, Provider may at its discretion provide Customer with support that is free and optional (“Courtesy Support”).

PROVIDER SHALL HAVE NO LIABILITY FOR COURTESY SUPPORT. ALL DELIVERABLES PROVIDED AS PART OF COURTESY SUPPORT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND. PROVIDER DISCLAIMS ALL OBLIGATION AND LIABILITY UNDER THE AGREEMENT FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH SUCH DELIVERABLES.

2.4 User Accounts

Customer is responsible for all actions taken through Users’ accounts and for all Users’ compliance with this Agreement. Customer and Users must protect the confidentiality of their passwords and login credentials. Customer will promptly notify Provider if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised.

2.8 Machine Learning & AI

Usage Data may be used to improve the Product and other Provider’s products and services, develop, train, or enhance artificial intelligence or machine learning models that are part of Provider’s products and services.

2.9 Beta Products

Provider may offer Beta Products to Customer. Beta Products are provided “AS IS” without any warranty of any kind, SLA, or indemnification obligation. Provider may modify or discontinue Beta Products at any time without notice. Customer’s use of Beta Products is voluntary and at Customer’s own risk. PROVIDER DISCLAIMS ALL OBLIGATION AND LIABILITY UNDER THE AGREEMENT FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A BETA PRODUCT, INCLUDING ANY OBLIGATION OR LIABILITY WITH RESPECT TO CUSTOMER DATA. ANY CONFIGURATIONS OR CUSTOMER DATA ENTERED INTO BETA PRODUCT, AND ANY CUSTOMIZATIONS MADE TO BETA PRODUCT BY OR FOR CUSTOMER, MAY BE PERMANENTLY LOST IF THE BETA PRODUCTS ARE SUSPENDED, TERMINATED, OR DISCONTINUED.

2.10 Affiliates

Where Customer is explicitly authorized to enter into the Agreement on behalf of its Affiliates and to the benefit of its Affiliates, Customer shall remain liable for breach of the Agreement caused by its Affiliates as if it were its own breach. Provider shall have obligations only towards Customer and Customer shall be the sole beneficiary of the Cloud Services under the Agreement.

2.11 Updates

Provider may from time to time and in its discretion provide updates or upgrades to the Product but is under no obligation to do so. All references herein to the Product shall include updates. The Agreement shall govern any update that replaces or supplements the original Product, unless the update is accompanied by separate supplemental terms which will govern the revision.

2.12 Professional use

The Product is specifically designed for professional and business use. The Product is not intended for personal, consumer, or non-professional use. By accessing or using the Product, Customer represents and warrants that any User using the Product is acting on behalf of a business, organization, or professional entity.

3. Restrictions & Obligations

In plain terms: Use the platform for your normal analytics work. Don't resell it, reverse-engineer it, or use it to build a competitor. If your volume grows past authorized usage, we'll renegotiate pricing together — no disruption while we figure it out. And don't send us sensitive regulated data unless we've explicitly agreed to handle it.

3.1 Restrictions on Customer

Except as expressly permitted by this Agreement, Customer will not (and will not allow anyone else to):

• (a) reverse engineer, decompile, access or attempt to discover any source code or underlying algorithms of the Product (except to the extent Applicable Laws prohibit this restriction) even to correct errors, this ability being exclusively reserved to Provider;
• (b) copy, modify, or try to do the same or create a derivative work of the Product or any part, feature, function, or user interface thereof;
• (c) interfere with or disrupt the integrity or performance of the Product;
• (d) circumvent, disable or otherwise interfere with security-related features of the Product in particular security measures that prevent or restrict use or copying of any content or that enforce limitations on use of the Product;
• (e) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Product whether for free or against a fee;
• (f) conduct security or vulnerability tests on the Product without Provider's prior written consent;
• (g) use the Product to develop a competing AI model, software, service or product;
• (h) use the Product to store, transmit or display Customer Data in violation of Applicable Laws;
• (i) use the Product to store, transmit or display malicious code;
• (j) alter, remove or obscure any copyright, trademark or other proprietary notices or confidentiality legend on the Product; or
• (k) use the Product in violation of Applicable Laws and / or the Agreement.

3.2 Prohibited Data

Customer will not (and will not allow anyone else to) submit Prohibited Data to the Product.

3.3 Customer's obligations

Customer undertakes to:

• Comply with the Agreement and Applicable Laws in its use of the Product and performance of the Agreement;
• Reasonably cooperate without undue delay with Provider to facilitate Provider's performance of the Agreement upon Provider's request;
• Possess all equipment, network and internet connection necessary to use the Product;
• Pay all fees under the Agreement in full and in due time.

4. Customer Content & Data Ownership

In plain terms: Your data is yours. We only touch it to run the service for you. We'll never sell it or rent it.

4.1 Customer Owns Its Data

As between the Parties, Customer retains all right, title, and interest in and to Customer Content and Customer Data. Nothing in this Agreement transfers ownership of Customer Content or Customer Data to Provider.

4.2 Limited License to Provider

Customer grants Provider a non-exclusive, sublicensable only to Provider’s Affiliates and Provider and Provider’s Affiliates’ sub-processors, royalty-free, worldwide license to copy, display, modify, and use Customer Content solely as needed to provide, and maintain the Product, and comply with Applicable Laws. Customer is responsible for the accuracy and content of Customer Content.

4.3 No Sale of Data

Provider shall not sell, rent, or otherwise make available Customer Data or Customer Content.

5. Intellectual Property

In plain terms: We own our product; you own your data and content. This agreement doesn't change that for either side. Also, you agree we may use your name and logo for marketing purposes.

5.1 Reservation of Rights

Except for the limited rights expressly granted in this Agreement, Provider retains all right, title, and interest in and to the Product and all deliverables provided as part of technical support, whether this support is granted in consideration of Fees or for free, including all related intellectual property rights. No rights are granted to Customer except as expressly set forth herein.

5.2 Customer IP

Except for the limited license granted in Section 4.2, Customer retains all right, title, and interest in and to Customer Content and Customer’s pre-existing intellectual property.

5.3 Feedback

If Customer or its Users provide any suggestions, enhancement requests, recommendations, or other feedback relating to the Product (“Feedback”), Customer acknowledges that any contribution of Feedback does not and will not give or grant Customer any right, title or interest in the Product or in any such Feedback, and that all Feedback becomes the sole and exclusive property of Provider. Accordingly, in consideration of the provision of the Product under the Agreement, Customer assigns on an exclusive basis, for the whole world, all the intellectual property rights relating to Feedback for the duration of the legal protection of said intellectual property rights. This assignment is for all support and media, whether known or unknown and includes the right to use, copy, modify, adapt, translate, reproduce, integrate, make available, disclose, transfer, sublicense and exploit the Feedback for any purpose whether commercial or not, internal business or not.

5.4 Usage Data

Notwithstanding anything to the contrary in this Agreement, Provider may, as data controller, collect and use Usage Data to provide, maintain, develop, improve, support, and operate its products and services, including the Product and in particular as described in Section 2.8. Provider may not share any Usage Data that includes Customer’s Confidential Information with a third party except (a) in accordance with Section 15 (Confidentiality) of this Agreement, or (b) to the extent the Usage Data is aggregated and anonymized such that Customer and Customer’s Users cannot be identified.

5.5 Publicity

Customer agrees that Provider may identify Customer as a recipient of Services and use Customer’s logo in sales presentations, marketing materials, public testimonials, and on Provider’s website.

6. Fees & Payment

In plain terms: You pay monthly, upfront. Invoices are due within ten days. All prices are in Euros and exclude taxes.

6.1 Fees

Customer shall pay Provider the fees set forth in the Subscription Process (the “Fees”). All Fees are in Euros and are exclusive of taxes.

6.2 Payment Terms

All Fees are:

• Prepaid monthly on or before the start of each Subscription Term (or renewal thereof)
• Non-refundable, except as expressly stated in this Agreement
• Exclusive of taxes, all applicable VAT, sales tax, duties, and similar levies are Customer's responsibility

6.3 Invoicing

Provider shall issue an invoice on or around the start of each Subscription Term (and each renewal date). All invoices are payable within ten (10) days of the invoice date.

6.4 Taxes

Customer is responsible for all duties, taxes, and levies that apply to Fees, including VAT, sales, use, or GST taxes, that Provider itemizes and includes in an invoice. However, Customer is not responsible for Provider’s income taxes.

6.5 Late Payments

Amounts not paid when due shall bear interest at the rate of 1.5% per month (or the maximum rate permitted by Applicable Laws, whichever is lower), calculated from the due date until the date of actual payment, and Customer shall reimburse all recovery costs incurred by Provider.

6.6 Invoice Dispute

If Customer does not raise a good-faith and documented dispute within ten (10) days of the applicable invoice issuance date, the invoice shall be deemed tacitly accepted by Customer. The Parties shall cooperate diligently to resolve the dispute.

6.7 Payment Details

All Fees payable under this Agreement shall be paid by Customer using a valid credit card or other payment method authorized under the Subscription Process through the Provider’s designated third-party payment processor (the “Payment Processor”). Customer shall provide accurate, complete, and up-to-date payment information and hereby authorizes Provider and/or Payment Processor to charge the designated payment method for all applicable Fees on a recurring basis, including monthly subscription fees and any applicable taxes. Customer acknowledges and agrees that the payment method details provided at the time of subscription will be securely stored by the Payment Processor and automatically reused for each subsequent Subscription Term unless updated by Customer. Customer is solely responsible for ensuring that its payment method remains valid and that all payment details are accurate and current at all times. Customer shall update its payment information without undue delay in the event of any change, expiration, or invalidity of the payment method. Failure to process payment due to invalid or outdated payment information may result in suspension or termination of access to the Product in accordance with the Agreement.

7. Term & Renewal

In plain terms: Your contract runs monthly and renews automatically for the same periods. Any price modification at renewal is subject to reasonable prior notice.

7.1 Initial Term

The initial Subscription Term is one (1) month from the Effective Date.

7.2 Auto-Renewal

The Agreement shall automatically renew for successive one (1) month periods (each a “Renewal Term”) unless either Party provides written notice of non-renewal at least fifteen (15) days before the end of the then-current term.

7.3 Renewal Pricing

Provider may revise Fees in their amount and / or structure for any Renewal Term at its discretion. Provider shall notify Customer of any fee increase at least thirty (30) days prior to the start of the applicable Renewal Term. Revised Fees shall apply at the start of the next Renewal Term following the expiry of the aforementioned prior notice. Customer shall be deemed to have accepted the revised Fees if Customer does not object to automatic renewal in accordance with Section 7.2 or if Customer continues using the Product at the expiry of the revised Fees prior notice.

8. Service Levels

In plain terms: We commit to 99.9% monthly uptime on event ingestion. No SLA on query speed, AI agents, or visualizations. If we consistently miss the uptime target, you can walk.

8.1 Uptime Commitment

Provider shall use commercially reasonable efforts to maintain 99.9% monthly uptime for event ingestion endpoints, measured as the percentage of minutes in a calendar month during which the ingestion endpoints are available and operational.

8.2 Exclusions

The uptime commitment does not cover:

• Scheduled maintenance (with at least 24 hours' prior notice);
• Emergency maintenance required to protect platform integrity;
• Failures caused by Customer's breach of the Agreement, including failure to use the Product in accordance with the Documentation or any use of the Product in violation of the Good Faith Usage;
• Failures caused by Customer's systems, code, services, equipment or third-party services not under the responsibility of Provider;
• Suspension of the Cloud Services by Provider pursuant to the Agreement; or
• Force majeure events (Section 18).

8.3 SLA Scope

For the avoidance of doubt, no service level commitment applies to:

• Query execution time
• AI agent response time
• Visualizations rendering performance

8.4 No Service Credits

No service credits are provided under this Agreement. If Provider fails to meet the 99.9% uptime target for three (3) consecutive or more months in any six (6) month period, Customer may terminate this Agreement upon fifteen (15) days’ written notice.

9. Security & Compliance

In plain terms: We take security seriously; SOC 2 Type II, AES-256 encryption at rest, TLS 1.3 in transit, and logical tenant isolation. If anything material changes, we'll tell you.

9.1 Security Measures

Provider shall maintain, throughout the Subscription Term, industry-standard security measures as described in the DPA.

9.2 Changes

Provider may modify its security measures from time to time without prior authorization from Customer provided that such change does not reduce the level of security of the Product.

10. Privacy & Personal Data

In plain terms: Personal data handling is governed by the DPA attached to this agreement (where we act as data processor) and by GDPR. Don't send us sensitive regulated data (health records, financial accounts, government IDs) unless we've explicitly agreed to handle it.

10.1 DPA

Provider shall process Personal Data included in Customer Data as data processor in accordance with the DPA attached. The Parties shall comply with the DPA, and the DPA will control in the event of any conflict with this Agreement.

10.2 Prohibited Data

Customer will not (and will not allow anyone else to) submit Prohibited Data to the Product.

10.3 Processing as data controller

Provider’s processing of Personal Data with respect to the Cloud Services as data controller is described in Provider’s privacy policy available at the following address (and any succeeding link): https://altertable.ai/privacy-policy

11. Representations & Warranties

In plain terms: Both sides promise they have the authority to sign this. We also promise the platform will keep working as described. If something materially breaks and we can't fix it within 45 days, you can leave and get a prorated refund.

11.1 Mutual Warranties

Each Party represents and warrants to the other that:

• (a) it has the legal power and authority to enter into this Agreement;
• (b) it is duly organized, validly existing, and in good standing under Applicable Laws of its country of incorporation; and
• (c) the execution of this Agreement has been duly authorized by all necessary corporate action.

11.2 Customer Warranties

Customer represents and warrants that it, all Users, and anyone submitting Customer Data each have and will continue to have all rights necessary, in particular intellectual property rights and all rights in connection with Applicable Data Protection Laws and publicity laws, to submit Customer Data to the Product and to allow the use of Customer Data as described in this Agreement.

11.3 Provider Warranties

Provider represents and warrants to Customer that:

• (a) it will not materially reduce the general functionality of the Cloud Service during the Subscription Term; and
• (b) the Cloud Service will perform materially in accordance with the Documentation.

This warranty will not apply if the breach of warranty is caused by: (i) Customer’s misuse of the Products, including but not limited to breach of the Agreement and use of the Product not in compliance with the Documentation; (ii) modifications to the Product by Customer or any third party; (iii) third party services not under the responsibility of Provider; (iv) Force Majeure Events, or (v) any services or hardware of Customer or any of its third parties used by Customer in connection with the Products.

11.4 Provider Warranty Remedy

If Provider breaches the warranty in Section 11.3, Customer must give Provider written notice (with enough detail for Provider to understand or replicate the issue) within forty-five (45) days of discovering the issue. Within forty-five (45) days of receiving sufficient details, Provider will attempt to restore the general functionality of the Cloud Service. If Provider cannot resolve the issue, Customer may terminate the Agreement and Provider will pay Customer a prorated refund of prepaid Fees for the remainder of the Subscription Term. This remedy is Customer’s sole and exclusive remedy for breach of the warranty in Section 11.3.

12. Disclaimer of Warranties

In plain terms: Outside of the explicit promises in Section 11, the product is provided "as is." We stand behind what we explicitly warrant, not hypothetical perfection. This is standard practice.

Provider makes no guarantees that the Product will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections, subject to compliance with SLA.

Except for the express warranties in Section 11, Provider disclaims all other warranties and conditions, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by Applicable Laws.

13. Limitation of Liability

In plain terms: Liability is capped at 6 months of fees. Neither side is liable for indirect damages. Carve-outs exist for willful misconduct; those aren't capped.

13.1 Liability Cap

Except as provided in Section 13.4, Provider total aggregate liability for all claims arising out of or relating to this Agreement shall not exceed for each contractual year the Fees paid by Customer to Provider in the six (6) months immediately preceding the event giving rise to the claim, whether the claim arises in contract, tort (including negligence), strict liability, or otherwise, even if the Party has been advised of the possibility of such damages.

13.2 Exclusion of Damages

Except as provided in Section 13.4, under no circumstances will either Party be liable to the other for indirect or consequential damages, including but not limited to loss of profits or revenues (except with respect to Customer in connection with payment of Fees), loss of business or business opportunity, loss of goodwill or reputation, or special, exemplary, punitive, or incidental damages.

13.3 Applicability

The limitations and waivers in Sections 13.1 and 13.2 apply to all liability, whether in tort (including negligence), contract, breach of statutory duty, or otherwise.

13.4 Exceptions

Section 13.1 (Liability Cap) does not apply to: (a) willful misconduct or gross negligence (faute lourde or dol); or (b) to the extent prohibited by Applicable Laws.

13.5 Reasonableness

Each Party acknowledges that the limitations in this Section 13 are reasonable and proportionate to the value of this Agreement and that each Party has relied on these limitations in entering into this Agreement.

14. Indemnification

In plain terms: If someone sues you because our product infringes their IP, we've got your back. If someone sues us because of your data or a misuse of the platform, you've got ours. Standard mutual protection with a clear procedure.

14.1 Protection by Provider

Provider will indemnify, defend, and hold harmless Customer from and against all claims made by a Third Party that the Cloud Service, when used by Customer according to this Agreement, infringes upon that third party’s intellectual property or other proprietary rights (“Provider Covered Claims”), and all resulting out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees.

14.2 Protection by Customer

Customer will indemnify, defend, and hold harmless Provider from and against all claims made by a third party that: (a) Customer Data, when used according to this Agreement, infringes that third party’s intellectual property, or other proprietary, or publicity rights or Applicable Data Protection Laws; or (b) result from Customer’s breach of Section 3.1 (Restrictions on Customer) (“Customer Covered Claims”), and all resulting out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees.

14.3 Procedure

The indemnifying Party’s obligations are contingent upon the protected Party: (a) promptly notifying the indemnifying Party of each covered claim; (b) providing reasonable assistance at the indemnifying Party’s expense; and (c) giving the indemnifying Party sole control over the defense and settlement. The protected Party may participate with its own counsel at its own expense. The indemnifying Party may not agree to any settlement that contains an admission of fault or materially and adversely impacts the protected Party without the indemnified Party’s prior written consent.

14.4 Changes to Product

If required by settlement or court order, or if deemed reasonably necessary in response to a Provider Covered Claim, Provider may: (a) obtain the right for Customer to continue using the Product; (b) replace or modify the affected component without materially reducing functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate the Agreement and issue a prorated refund of prepaid Fees for the remainder of the Subscription Term.

14.5 Exclusions

Provider’s indemnification obligations do not apply to claims resulting from: (i) modifications to the Product not authorized by Provider; (ii) unauthorized use of the Product, including use in violation of this Agreement; (iii) use of the Product in combination with items not provided by Provider, where the combination causes the infringement; (iv) Customer Data, or (v) continued use of an older version of the Product where a newer release would have avoided the claim.

Customer’s indemnification obligations do not apply to claims directly resulting from unauthorized use of Customer Data in violation of this Agreement.

14.6 Exclusive Remedy

This Section 14, together with any termination rights, describes each protected Party’s exclusive remedy and each indemnifying Party’s entire liability for a covered claim.

15. Confidentiality

In plain terms: Both sides keep each other's secrets for 5 years after the end of the Agreement. Standard exceptions apply: public information, independently developed info, and legally compelled disclosures.

15.1 Obligations

Each Party (as “Recipient”) agrees to: (a) not use the other Party’s (the “Discloser”) Confidential Information except as needed to fulfill its obligations or exercise its rights under this Agreement; (b) not disclose Confidential Information to anyone except employees, contractors, advisors, and Users who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information using at least the same protections it uses for its own similar information, but no less than a reasonable standard of care.

15.2 Duration

Confidentiality obligations shall survive for five (5) years following the end of the Agreement.

15.3 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Recipient; (b) was already known to the Recipient prior to disclosure; (c) is independently developed without use of the Discloser’s Confidential Information; or (d) is rightfully received from a third party without restriction.

15.4 Compelled Disclosure

If the Recipient is compelled by Applicable Laws or legal process to disclose Confidential Information, it shall provide the Discloser with prompt written notice (to the extent legally permitted) and reasonably cooperate, at Discloser’s expense, in efforts to obtain confidential treatment.

16. Termination

In plain terms: Either side can end this for material breach (with fifteen (15) days to cure). When it ends, you get 60 days to export your data.

16.1 Termination for Cause

Either Party may terminate this Agreement by written notice if the other Party commits a material breach, including non-payment by Customer, and fails to cure such breach within fifteen (15) days of receiving written notice specifying the breach, provided the material breach can be cured otherwise no remedial period shall apply.

16.2 Termination for Insolvency

Subject to compliance with Applicable Laws, in particular Article L622-13 of the French Commercial Code where applicable, either Party may terminate this Agreement immediately upon written notice if the other Party: (a) becomes insolvent; (b) files or has filed against it a petition in bankruptcy or redressement judiciaire; (c) makes an assignment for the benefit of creditors; (d) enters into liquidation (liquidation judiciaire) or (e) ceases its business or activity or voluntarily liquidates its corporation.

16.3 Effect of Termination

Upon any expiration or termination of this Agreement:

• (a) Customer will no longer have any right to use the Product;
• (b) Provider will make available Customer Data for Customer's retrieval for sixty (60) days after the end of the Agreement and Provider shall delete Customer Data within ninety (90) days;
• (c) Each Recipient will return or destroy Discloser's Confidential Information in its possession or control;
• (d) Provider will submit a final invoice for all outstanding Fees accrued before termination and Customer will pay the invoice according to Section 6. Except if the Agreement is terminated by Customer due to Provider's material breach of the Agreement, Provider's insolvency or Provider's cessation of the Services, Customer shall pay all outstanding Fees due for the remainder of the Subscription Term; and
• (e) Each Recipient may retain Confidential Information in accordance with its standard backup or record retention policies or as required by Applicable Laws, in which case Section 10 (Privacy) and Section 15 (Confidentiality) continue to apply to retained information.

17. Suspension

In plain terms: We can pause your access if something goes seriously wrong — abuse, security risk, or legal requirement. We'll always try to warn you first, keep it proportionate, and restore access as soon as the issue is resolved.

17.1

Without prejudice to Provider’s right to terminate the Agreement for material breach in accordance with Section 16.1, Provider may suspend Customer’s access to the Services, in whole or in part, if:

• (a) Customer breaches Section 3.1 (Restrictions on Customer);
• (b) Customer has an outstanding, undisputed balance on its account for more than five (5) days. Provider will try to inform Customer before suspending access when practical. Provider will reinstate access only once Customer resolves the outstanding balance;
• (c) A genuine security risk to the platform or other customers exists that requires immediate action; or
• (d) Suspension is required by Applicable Laws.

17.2

Any suspension shall be proportionate to the issue, limited in scope and duration, and Provider shall provide Customer with as much advance notice as is reasonably practicable under the circumstances.

17.3

Provider shall restore access promptly once the grounds for suspension have been resolved. Suspension of the Cloud Services does not relieve Customer of its obligation to comply with the Agreement.

17.4 Emergency Suspension

Notwithstanding Section 17.1, Provider may suspend access to the Product immediately and without prior notice if Provider reasonably determines that: (a) Customer’s use of the Product poses an immediate and material security risk to Provider (including its intellectual property rights), its other customers, or Provider’s infrastructure or rights; or (b) such suspension is necessary to prevent an ongoing data breach. Provider will notify Customer as soon as reasonably possible following such emergency suspension and will work in good faith to restore access once the risk is resolved.

18. Force Majeure

In plain terms: Neither side is on the hook for delays caused by events truly outside its control — natural disasters, pandemics, wars, widespread internet outages. But you still have to pay your bills.

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent such failure or delay results from a Force Majeure Event — an unforeseen event outside a Party’s reasonable control preventing a Party to perform its obligation where the affected Party took reasonable measures to mitigate the impacts. Examples include unpredicted natural disasters, war, pandemic, riot, act of terrorism, government actions, or widespread internet or infrastructure failures. The affected Party shall provide prompt notice and use reasonable efforts to mitigate the impact.

19. General Provisions

In plain terms: The standard legal housekeeping: this is the entire deal, no side agreements apply, and both sides commit to anti-bribery and sanctions compliance.

19.1 Order of Precedence

In the event of any conflict or inconsistency among the following, the order of precedence shall be: (i) the details set forth in the Subscription Process, (ii) the DPA, (iii) these Terms, and (iv) the Documentation and any document or policy cross-referenced therein. Any term or condition stated in a Customer’s documentation is void.

19.2 Entire Agreement

This Agreement (including the DPA attached hereto, and any cross-referenced document hereto) constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, representations, and agreements, whether written or oral, including but not limited to any Customer’s general terms and conditions referenced in any Customer’s documentation.

19.3 Modifications

From time to time, Provider may modify the Agreement. Unless otherwise specified by Provider, changes become effective for Customer upon renewal of the then-current Subscription Term. Provider will use reasonable efforts to notify Customer of the changes through communications via Customer’s account, email or other means. Customer may be required to click to accept or otherwise agree to the modified Agreement before renewing a Subscription Term, and in any event continued use of the Product after the updated version of this Agreement goes into effect will constitute Customer’s acceptance of such updated version.

19.4 Assignment

Neither Party may assign this Agreement without the prior written consent of the other Party, except that Provider may assign this Agreement without Customer’s prior written authorization to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee agrees to be bound by the terms hereof.

19.5 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it enforceable.

19.6 Waiver

No failure or delay by either Party in exercising any right or remedy shall constitute a waiver thereof.

19.7 Notices

All notices under this Agreement shall be in writing and will be deemed given: (a) upon confirmed delivery if by email, registered or certified mail, or personal delivery; or (b) two business days after mailing if by overnight commercial delivery. Notices shall be sent to the addresses specified by Customer in the Subscription Process.

19.8 Independent Contractors

The Parties are independent contractors, not agents, partners, or joint venturers. Neither Party is authorized to bind the other to any liability or obligation.

19.9 No Third-Party Beneficiaries

There are no third-party beneficiaries of this Agreement.

19.10 Anti-Bribery

Neither Party will take any action that would violate any Applicable Laws prohibiting the offering, giving, promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist Provider or Customer in retaining or obtaining business. This includes compliance with the French Loi Sapin II, the UK Bribery Act 2010, and any other applicable anti-corruption legislation.

19.11 Export Controls & Sanctions

Customer shall comply with all applicable export control and sanctions laws and regulations in connection with its use of the Product. Customer represents that it is not (a) located in, or a national or resident of, any country or region subject to comprehensive sanctions by the US, the UK, France, the EU or any other EU Member State; nor (b) designated on any applicable restricted party list by the US, the UK, France, the EU or any other EU Member State. Provider may terminate this Agreement immediately without notice or liability if required to comply with applicable export controls and sanctions laws.

19.12 Subcontracting

Subject to the Data Processing Agreement, Customer authorizes Provider to subcontract part or all the performance of the Agreement, provided that Provider shall remain liable for the performance of the Agreement and for any breach of the Agreement caused by its subcontractors.

19.13 Titles and Interpretation

Section titles are for convenience and reference only. All uses of “including” and similar phrases are non-exhaustive and without limitation. Section headings and summaries are inserted for convenience only and shall not affect interpretation of the Agreement.

19.14 Acceptance

Customer’s completion of the Subscription Process materialized by Customer’s affirmative acceptance of the Agreement by way of a click-through or similar mechanism, shall constitute the Customer’s agreement to be bound by the Agreement. Such actions shall have the same legal effect as a handwritten or electronic signature and shall form a binding agreement between Customer and Provider as of the date of such acceptance. Use of the Product shall have the same effect for every User.

19.15 Survival

Any term or condition that by its nature is clearly intended to survive the expiration or termination of the Agreement, shall survive any expiration or termination of the Agreement, including but not limited to Sections 3.1, 5.3, 5.4, 13, 15, 16.3 and 20.

20. Governing Law & Dispute Resolution

In plain terms: French law applies. If there's a disagreement, we talk it out first for 30 days. If that doesn't work, it goes to the Commercial Court of Paris.

20.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of France, without regard to its conflict of laws principles.

20.2 Amicable Resolution

The Parties shall first attempt to resolve any dispute arising out of or in connection with this Agreement through good faith negotiation for a period of thirty (30) days.

20.3 Jurisdiction

If the dispute is not resolved within the period set out in Section 20.2, it shall be submitted to the exclusive jurisdiction of the Commercial Court of Paris (Tribunal de Commerce de Paris).

Data Processing Agreement

This Data Processing Agreement (“DPA”) is entered into by and between Altertable SAS (“Processor”) and the Customer identified in the Subscription Process (“Controller”), and forms an integral part of the Agreement.

1. Scope & Roles

1.1 Controller. Customer acts as the Data Controller, determining the purposes and means of processing Personal Data.

1.2 Processor. Altertable acts as the Data Processor in connection with the Processing described in Appendix 1, processing Personal Data solely on behalf of and in accordance with Customer’s documented instructions.

1.3 Applicable Law. This DPA is governed by Regulation (EU) 2016/679 (“GDPR”) and any applicable member state data protection legislation. Where this DPA uses the terms defined in the GDPR, those terms shall have the same meaning as in that Regulation.

2. Processing Description

The details of the processing operations subject to this DPA, in particular the categories of personal data and the purposes of processing for which the personal data is processed on behalf of the controller are specified in Appendix 1.

3. Processor Obligations

Processor shall:

• (a) Process Personal Data only on documented instructions from Controller, unless required by Applicable Laws (in which case Processor shall inform Controller prior to processing, unless prohibited by law);
• (b) Ensure that persons authorized to process Personal Data are bound by confidentiality obligations;
• (c) Implement and maintain appropriate technical and organizational measures as set forth in Section 4;
• (d) Assist Controller in responding to data subject requests (Section 6);
• (e) Assist Controller in ensuring compliance with its obligations under Articles 32–36 of the GDPR;
• (f) At Controller's choice, delete or return all Personal Data upon termination of the Agreement (Section 8); and
• (g) Make available to Controller all information necessary to demonstrate compliance with this DPA and allow for audits as described in Section 9.
• (h) Inform Controller if according to Processor's opinion, Controller's instructions constitute a violation of Applicable Data Protection Laws.

4. Security Measures

Processor shall implement and maintain technical and organizational security measures appropriate to the risk, as described in Appendix 2.

5. Data Transfers

5.1 In the event that any processing requires a transfer of Personal Data outside the EU/EEA, Processor shall ensure that appropriate safeguards are in place in accordance with Chapter V of the GDPR (such as Standard Contractual Clauses (SCCs)).

5.2. This Section only applies if Customer is located in a country outside the EEA or in a country not having been subject to an adequacy decision by the European Commission. By accepting this DPA, Provider and Customer conclude Module 4 (Processor-to-Controller) of the SCCs which applies to any international data transfer conducted by Provider acting as Processor and is hereby incorporated and completed as follows:

• The "data exporter" is Provider and the "data importer" is Customer.
• The optional docking clause in Clause 7 is implemented; the optional redress clause in Clause 11(a) is struck.
• The governing law in Clause 17 is the law of France.
• The courts in Clause 18(b) are the Courts of France; and
• Annex I and II to the Module 4 of the SCCs are Appendices 1 and 2 to this DPA respectively.

6. Data Subject Rights

6.1 Processor shall, taking into account the nature of the processing, assist Controller by appropriate technical and organizational measures in fulfilling Controller’s obligation to respond to data subject requests, including requests for:

• Access (Article 15 GDPR)
• Rectification (Article 16 GDPR)
• Erasure (Article 17 GDPR)
• Restriction of processing (Article 18 GDPR)
• Data portability (Article 20 GDPR)
• Objection (Article 21 GDPR)

6.2 If Processor receives a request directly from a data subject, Processor shall promptly redirect the data subject to Controller and notify Controller of the request.

7. Subprocessors

7.1 Authorization. Controller grants Processor general written authorization to engage subprocessors for the provision of the Services.

7.2 List. The list of authorized subprocessors is available in Appendix 3.

7.3 Notification. Processor shall notify Controller in writing at least fifteen (15) days in advance of any intended addition or replacement of a subprocessor.

7.4 Objection. Controller may object to a new sub-processor on reasonable, data-protection-related grounds, by giving written notice to Processor within ten (10) days following receipt of the relevant notification. If no objection is raised within that period, the new sub-processor shall be deemed approved. If Controller raises an objection and the Parties are unable to resolve it within a reasonable period, Processor may refrain from appointing the relevant sub-processor, take alternative steps reasonably necessary to address the objection, or, if such options are not reasonably possible, terminate the affected Services or, if necessary, the Agreement, without liability. Such termination shall not be deemed a breach of this Agreement. No refunds of prepaid Fees shall be issued in connection with such termination.

7.5 Liability. Processor shall impose on all sub-processors data protection obligations equivalent to those set out in this DPA and Processor shall remain fully liable for the acts and omissions of its subprocessors to the same extent as for its own acts and omissions.

8. Data Deletion & Return

8.1 Export Period. Upon termination or expiration of the Agreement, Customer shall have sixty (60) days to export Customer Data from the Services.

8.2 Deletion. Following the sixty (60) day export period, Processor shall permanently and securely delete all Customer Data from its systems, including backups, within a further thirty (30) days, unless retention is required by Applicable Laws.

8.3 Certification. Upon Controller’s written request, Processor shall provide written confirmation that deletion has been completed.

9. Audits

9.1 Processor shall make available to Controller all information reasonably necessary to demonstrate compliance with this DPA.

9.2 Controller (or an independent third-party auditor appointed by Controller provided it is not a competitor of Processor) may conduct an audit of Processor’s processing activities, subject to:

• At least thirty (30) days' prior written notice;
• Audit limited to the Processing described in Appendix 1 and reasonable audit duration;
• Audit is conducted at Processor's premises during normal business hours and without disrupting operations;
• Industry-standard confidentiality obligations binding the auditor;
• No more than one (1) audit per twelve (12) month period, unless required by a supervisory authority or following a Personal Data breach.

9.3 Processor shall cooperate with and provide reasonable assistance during any audit. Audit costs shall be borne by Controller unless the audit reveals a material breach by Processor. Audit report shall be provided to Provider without undue delay.

10. Breach Notification

10.1 Processor shall notify Controller without undue delay and in any event within seventy-two (72) hours after becoming aware of a Personal Data breach involving Personal Data processed as Processor.

10.2 The notification shall include, to the extent available:

• A description of the nature of the breach, including categories and approximate number of data subjects and records affected;
• The name and contact details of the Processor's data protection contact;
• A description of the likely consequences of the breach; and
• A description of the measures taken or proposed to address the breach.

10.3 Processor shall cooperate with Controller and take reasonable steps to assist in the investigation, mitigation, and remediation of the breach.

11. Obligations of Controller

• Controller is solely responsible for the accuracy of Personal Data and the means by which such Personal Data is acquired in compliance with the Applicable Data Protection Laws. Controller is solely responsible for providing Processor with instructions that comply with this DPA and the Applicable Data Protection Laws.
• Controller undertakes to document in writing any additional instructions regarding the processing by Processor.
• Controller guarantees that the processing is carried out in accordance with the provisions of the Applicable Data Protection Laws and in particular that the data subjects are informed of the processing and have given their consent if applicable.
• Controller expressly prohibits the processing of Prohibited Data.

12. Liability

Each Party shall be liable for its own acts and omissions under this DPA and the liability provisions of the Terms.

Processor shall be liable for damage caused by processing only where it has not complied with this DPA or the lawful instructions of Controller.

13. DPA Term

13.1 This DPA shall remain in effect for the duration of the Agreement and shall automatically terminate upon the completion of all data deletion obligations set forth herein.

13.2 Sections 5, 9, 10, and 11 shall survive termination of this DPA.

Appendix 1 — Description of Processing

Purpose. Processor shall process Personal Data solely for the purpose of providing and maintaining the Services under the Agreement, including analytics, data storage, querying, modeling, and AI-assisted analysis.

Nature of Processing. Collection, storage, organization, structuring, retrieval, consultation, use, disclosure by transmission, and erasure of Personal Data.

Duration. Processing shall continue for the duration of the Agreement, plus any post-termination retention period as set forth in Section 8 above.

Categories of Personal Data. Customer controls what Personal Data is submitted to the Services. Categories of Personal Data may include the following Customer Data:

• Event data — user actions and interactions tracked by Customer
• User identifiers — such as user IDs, email addresses, or anonymized identifiers
• Behavioral data — usage patterns, feature interactions, conversion events
• Technical metadata — IP addresses, device information, browser data, timestamps

Data subjects may include Customer’s end-users, employees, contractors, and business contacts.

Special categories. Customer shall not submit special categories of Personal Data (as defined in Article 9 of the GDPR) to the Services unless the Parties have entered into a separate written agreement addressing such processing.

Appendix 2 — Security Measures

Processor shall implement and maintain technical and organizational security measures appropriate to the risk, including:

Appendix 3 — List of Subprocessors

Authorized subprocessors are the following:

Contact

Altertable SAS
26 rue du Commerce
92700 Colombes, France
Email: [email protected]