Terms and Conditions of Use and Sale

1. Purpose and Acceptance

These Terms and Conditions of Use and Sale (T&Cs) govern access to and use of the Cuevr SaaS platform published by Aetherly. Using the Platform implies full acceptance of these T&Cs. Any user unwilling to accept must refrain from using the Service. The present Terms and Conditions are available at all times on the Platform and shall prevail over any other document.

2. Definitions

• Aetherly: Simplified joint-stock company (SAS) with €5,000 share capital, registered with Nantes Trade and Companies Register under number 941 153 561, registered office at 9 rue Orion, 44115 Basse-Goulaine, France, represented by Nicolas Delignières, President.
• Client: Any legal entity subscribing to a Cuevr Platform subscription for professional activity purposes.
• User: Any natural person authorized by the Client to access and use the Platform under the subscribed Subscription.
• Platform or Service: Cuevr SaaS solution enabling creation, optimization, and management of sales proposals, accessible online via web interface.
• Subscription: The right to access and use the Service for a specific period, subject to agreed Price payment.
• User Content: All data, texts, documents, proposals, and materials created, imported, or generated by the Client and Users through the Platform.
• Free Trial: A 14-day free trial period allowing Clients to test Platform features prior to subscribing.

3. Registration and Access

3.1 Account Creation

Access requires creating a Client account. During registration, the Client agrees to provide accurate, complete, and current information. The Client is responsible for maintaining login credentials confidentiality and for all activities through its account.

3.2 User Management

The Client may create User accounts for team members. The Client remains responsible for Service use by all Users and ensures compliance with these T&Cs.

3.3 Security

Aetherly implements technical and organizational security measures to protect Service access. However, the Client acknowledges that no system is completely infallible and Aetherly cannot guarantee absolute security.

4. Free Trial and Subscription

4.1 Free Trial Period

A 14-day Free Trial is offered to new Clients. Activation requires valid payment information. At trial expiration, unless the Client cancels beforehand, the monthly or annual Subscription automatically activates and bills according to the selected plan. The Client may cancel anytime before expiration, without commitment or fees.

4.2 Subscription Plans

Subscriptions are offered under two plans:

• Monthly Subscription: No long-term commitment, automatically renewed monthly.
• Annual Subscription: Fixed 12-month commitment, automatically renewed for successive 12-month periods.

The number of authorized Users depends on the selected Subscription plan.

4.3 Activation of the Service

The Service activates upon payment confirmation and successful registration. The Client receives a confirmation email containing login credentials.

5. Pricing and Payment

5.1 Prices

Applicable prices are those in effect on Subscription date, as indicated on the Platform or commercial documentation. All prices are stated in euros, exclusive of taxes (VAT excluded). Applicable VAT will be added per current legislation.

5.2 Payment Terms

Payment shall be made by credit card or SEPA direct debit, depending on the payment method chosen during Subscription. For monthly Subscriptions, payment is made monthly, on the Subscription anniversary date. For annual Subscriptions, payment is made in full for the 12-month period.

5.3 Late or Non-Payment

Upon late or non-payment, Aetherly reserves the right to suspend Service access until full payment is received. Late payments incur penalties at three times the legal interest rate, plus a fixed indemnity of €40 for collection costs.

5.4 Price Adjustments

Aetherly reserves the right to modify prices anytime. Any price increase will be notified via email at least 60 days before taking effect. For price increases exceeding 10% of the current Subscription rate, the Client may terminate the Subscription without penalty within 30 days following notification. New prices apply at the next Subscription renewal date.

6. Intellectual Property

6.1 Ownership by Aetherly

The Cuevr Platform, including architecture, source code, user interface, features, templates, algorithms, AI prompts, and methodology, constitutes a protected work under intellectual property laws and is Aetherly's exclusive property. The Client receives only a personal, non-exclusive, non-transferable right to use the Platform within their Subscription scope. Any reproduction, representation, modification, adaptation, or exploitation of the Platform without Aetherly's prior written consent is strictly prohibited.

6.2 Ownership of User Content

The Client remains the sole and exclusive owner of User Content created, imported, or generated through the Platform. The Client grants Aetherly a limited, non-exclusive, revocable license to use User Content strictly as necessary for Service provision. Aetherly undertakes not to sell, transfer, or disclose User Content to third parties, except as required by law or with the Client's express consent.

6.3 Anonymized Usage Data

Aetherly may collect and analyze anonymized and aggregated usage data for Service improvement, analytics, and research purposes. Such anonymized data shall not enable the direct or indirect identification of the Client or its Users.

7. Personal Data (GDPR)

7.1 Data Controller

Aetherly, as data controller, collects and processes personal data of Clients and Users per the GDPR and the French Data Protection Act. The Data Protection Officer (DPO) is Nicolas Delignières, reachable at: dpo@cuevr.com

7.2 Data Collected

Personal data collected includes:

• Identification data: name, surname, position, email, phone number
• Connection data: login logs, IP address, browsing data
• Billing data: billing address, payment information (processed by secure payment service provider)

7.3 Purposes of Processing

Personal data is collected and processed for: managing User accounts and providing the Service, billing and commercial relationship management, technical support and customer service, Service improvement and statistical analysis, and compliance with legal and regulatory obligations.

7.4 Subprocessors and Transfers Outside the EU

To provide the Service, Aetherly uses subprocessors including Scaleway (France) for data hosting, and OpenAI and Google (United States) for AI processing. Data transfers to the United States are governed by Standard Contractual Clauses (SCCs) approved by the European Commission. The Client is informed of and expressly agrees to such data transfers outside the European Union.

7.5 Data Subjects' Rights

Per GDPR, Users have the following rights: right of access, right to rectification, right to erasure, right to restriction of processing, right to data portability, and right to object to processing. These rights may be exercised by contacting the DPO at dpo@cuevr.com. A response will be provided within one month. Users may file a complaint with the CNIL.

7.6 Retention Period

Personal data is retained for the entire Subscription duration, then for a maximum of 30 days following account termination, unless longer retention is required by law (e.g., billing data retained for 10 years).

8. Use of Service and Limitations

8.1 Authorized Use

The Service is intended exclusively for professional use. The Client agrees to use the Platform per these T&Cs, applicable laws, and recognized business ethics standards.

8.2 Client Obligations

The Client agrees to:

• Not use the Service for unlawful, fraudulent, or unethical purposes
• Not attempt unauthorized access to Aetherly's or third parties' systems
• Not perform reverse engineering, decompilation, or disassembly of the Platform
• Not use the Service to distribute offensive, defamatory, or infringing content
• Not disrupt or overload the Service or Aetherly's infrastructure
• Not resell, rent, or transfer Service access without Aetherly's prior authorization

8.3 Suspension for Abusive Use

Upon breach of these T&Cs or clearly abusive Service use, Aetherly reserves the right to suspend access immediately, without notice or compensation, until the issue is resolved.

9. Liability and Warranties

9.1 Best-Effort Obligation

Aetherly agrees to use reasonable efforts providing a high-quality Service. No formal Service Level Agreement (SLA) is offered currently, but Aetherly will use best efforts ensuring performance, availability, and security.

9.2 Liability for User Content

The Client is solely responsible for User Content created, imported, or generated through the Platform and its use. Aetherly provides AI-assisted tools for creating sales proposals for assistance and recommendation purposes only. The Client remains solely responsible for reviewing, validating, and customizing all User Content before use or distribution.

9.3 General Limitation of Liability

Aetherly's liability shall be limited to direct and foreseeable damages resulting from proven breaches of essential contractual obligations. Total liability shall be strictly limited to the total amount paid by the Client for the Subscription during the 12 months preceding the event. Aetherly shall not be held liable for indirect damages including loss of revenue, customers, opportunities, profits, business interruption, reputational harm, or data loss.

9.4 Exclusion of Warranties

Aetherly does not warrant that the Service will be error-free, bug-free, or uninterrupted. The Service is provided "as is" and "as available."

10. Availability and Service Updates

10.1 Maintenance and Interruptions

Aetherly reserves the right to perform Platform maintenance, updates, or improvements, which may temporarily interrupt the Service. Whenever possible, such operations will be scheduled outside business hours. Emergency maintenance or security patches may occur without prior notice.

10.2 Feature Updates

Aetherly reserves the right to evolve the Platform anytime, including adding, modifying, or removing features. Such updates do not entitle the Client to any refund, except in cases of substantial and lasting degradation of essential features.

10.3 Technical Support

Aetherly provides technical support via email or live chat during business hours (weekdays, 9 a.m. – 6 p.m. Paris time) with an initial response time within 48 business hours.

11. Term and Termination

11.1 Term

Monthly Subscription: Indefinite duration, automatically renewed monthly. Annual Subscription: 12-month term, automatically renewed for successive 12-month periods.

11.2 Termination by the Client

Monthly Subscription: The Client may terminate anytime, effective at the current billing period's end, with notification at least 7 days before the monthly renewal date. No refund for the current period. Annual Subscription: Firm 12-month commitment. Early termination does not entitle to refund. To avoid annual renewal, notification must be provided at least 30 days before the annual renewal date.

11.3 Termination by Aetherly

Aetherly may terminate with immediate effect for: non-payment after 15-day formal notice, serious or repeated breach of T&Cs, cessation of business or insolvency, or fraudulent or abusive Service use. No refund upon termination due to Client's fault.

11.4 Consequences of Termination

Upon termination, Service access will be immediately disabled. The Client has 30 days to export User Content. After this period, all User Content will be permanently deleted. Billing data will be retained for the legally required 10-year period.

12. Confidentiality

Each party agrees to keep strictly confidential all confidential information obtained in connection with these T&Cs. The confidentiality obligation remains in effect throughout the Subscription and for 5 years following termination.

13. Governing Law and Dispute Resolution

13.1 Governing Law

These T&Cs are governed by French laws.

13.2 Mandatory Mediation

Upon any dispute, the parties agree to seek an amicable solution first. If no resolution is reached within 30 days, the parties shall submit the dispute to mandatory mediation before the Paris Center for Mediation and Arbitration (CMAP). Mediation costs shall be shared equally.

13.3 Jurisdiction

All disputes shall fall under the exclusive jurisdiction of the Commercial Court of Nantes (France).

14. Miscellaneous

If any provision is declared invalid, the remaining provisions shall remain in full force. These T&Cs constitute the entire agreement between parties. Aetherly reserves the right to modify these T&Cs with at least 30 days' prior notice. The Client may not assign rights without Aetherly's prior written consent.

15. Contact Information

Aetherly

SAS with €5,000 share capital | 9 rue Orion, 44115 Basse-Goulaine, France | RCS Nantes 941153561 | EU VAT: FR21941153561

Legal Representative: Nicolas Delignières, President

Email: contact@cuevr.com

DPO: Nicolas Delignières | dpo@cuevr.com

Hosting: Scaleway SAS, 8 rue de la Ville l’Évêque, 75008 Paris, France | Tel: +33 (0)1 84 13 00 00

Last updated: October 24, 2025 | Version: 1.0