Please carefully read these current terms and conditions governing Customer's use of Instria Services (the "T&C"). By clicking the "I accept" (or any similar) button, the Customer acknowledges that it accepts these T&C.
These T&C are entered by and between:
INSTRIA SAS, a French simplified joint-stock company (société par actions simplifiée) with a share capital of €1,000, registered in Paris under company number 103 288 718, whose registered office is at 60 Rue François 1er, 75008 Paris, France, represented by its President, Aurélie Maruchka Pillet ("Instria"), and,
Customer's company or organization as identified for this purpose in its Instria account or when subscribing to the Services.
collectively referred to as the "Parties" and individually as a "Party".
These T&C govern the use of Instria's proprietary software and services, which provide AI-powered data enrichment, prospecting, and workflow automation capabilities ("Services").
These T&C shall be effective for one month upon acceptance by the Customer (the "Term") and shall automatically renew for one (1) month at the end of each contractual period, unless either Party terminates these T&C by giving fifteen (15) days' written notice prior.
Functionalities. Instria undertakes to maintain the general Service functionality to enable data enrichment, prospecting, and workflow automation, which may connect with third-party data sources and services ("Third-Party Services"). The Services are provided to the Customer via the Instria platform and API. Customer will:
benefit from AI-powered data processing and enrichment capabilities,
access the endpoints and functionalities made available by Instria as detailed in the Documentation.
Level of Services. Instria will:
(a) provide the Services in accordance with these T&C and the documentation available at instria.fr ("Documentation"),
(b) provide the Customer with the standard customer support for the Services at no additional charge as detailed in the Documentation,
(c) use its best efforts to make the Services available 24 hours a day, 7 days a week, except during planned downtime for maintenance.
Instria grants the Customer a limited right to access and use the Services subject to its compliance with these T&C. This license is non-transferrable, non-exclusive and granted worldwide, for the duration of the Term.
License to Service Data. Customer undertakes to provide any information or data submitted or sent in connection with the use of the Services by the Customer ("Service Data") necessary for Instria to provide the Services and, in particular, to maintain the quality of the Services. Customer represents and warrants that Customer has all rights necessary and is responsible for its use of any Service Data. Customer hereby grants to Instria a non-exclusive, royalty-free, worldwide license during the Term extended by a further 3 years, to access, reproduce, de-identify or to otherwise use Service Data for providing, supporting or improving the Services or any other Instria services.
Feedback. Customer grants to Instria a non-exclusive, non-transferable, worldwide, commercial, perpetual, irrevocable, royalty-free license to use, reproduce, modify, create derivative works of the data from Customer's use of the Service and any suggestions, enhancement requests, or other feedback regarding the Services to: (i) provide and maintain Services; (ii) improve or offer new services; (iii) measure performance of Services; or (iv) for any other lawful business purpose.
Liability exclusion for Third-Party Services. Third-Party Services are governed solely by the terms and conditions of such Third-Party Services, and Instria is not responsible or liable for, and makes no representations as to any aspect of such Third-Party Services. Instria cannot guarantee the continued availability of such Third-Party Services and may cease enabling access to them without entitling the Customer to any refund or compensation.
Authorization of communication with Third-Party Services. By enabling any Third-Party Services, Customer is expressly permitting Instria to interact with such Third-Party Services and to obtain Service Data from such Third-Party Services as necessary to provide the Services.
Customer agrees not to attempt to, nor allow any third party to:
make the Services available to any third party other than as authorized in the T&C,
decompile or reverse engineer the Services except as authorized by Instria,
attempt to gain unauthorized access to the Services,
interfere with or disrupt the integrity or performance of the Services,
use the Services, including the transmission of Service Data, in any manner that violates any law, rule, regulation or any other legal or regulatory requirement imposed by any regulatory or government agency,
use the Services to send unsolicited or unauthorized bulk mail, junk mail, spam, or pyramid schemes,
use any data made available using the Services or Documentation on other competitive platforms,
use the Instria API or any part of the Services to train its own AI models,
use, reproduce, distribute, or permit others to use, reproduce, or distribute any harmful code.
Responsibility of the Customer. Customer is solely responsible for:
all activities required by or otherwise related to the development, production, delivery, updating and promotion of any technology outside of the Services, including the Customer's websites, applications, or other technology used to interface with the Services ("Customer Services"),
ensuring that at all times during the Term, Customer's authorized users' use of the Services shall (i) conform to specifications set forth in the applicable Documentation and (ii) comply with these T&C.
Compliance with laws. Customer shall comply with all applicable laws in the performance of its obligations hereunder.
Suspension of the Services. Instria reserves the right to periodically verify that the Customer's use of the Services complies with the T&C. Instria reserves the right to block any Service Data or to stop the provision of the Services if the Customer violates these T&C or applicable law.
IP rights. The Services and Documentation are protected by applicable intellectual property laws. Except for the rights expressly granted to Customer in these T&C, Instria shall retain all right, title and interest in and to the foregoing.
Communication. Customer grants Instria the right to mention the corporate name, the commercial name, the sign, the logo and the trademarks of the Customer, as a commercial reference on any medium and on any occasion during the entire Term of these T&C and for a period of two (2) years from the expiry of these T&C.
Definition of Confidential Information. Confidential Information means any data or information disclosed to one party, oral or written, wherein a reasonable person would likely understand such information is confidential. Confidential Information shall not include information that: (i) is in or has entered the public domain through no breach of these T&C; (ii) it has been lawfully received by the receiving party from a third party; or (iii) was independently developed by a party without use of or access to the Confidential Information of the other party.
Protection of Confidential Information. The Receiving Party hereby agrees to take reasonable precautions to protect such Confidential Information from unauthorized disclosure and to use them only for the execution of these T&C.
Term of the confidentiality obligation. Each party's confidentiality obligations will survive for three (3) years after termination of the T&C.
Fees. Fees will be calculated and paid by the Customer monthly within thirty (30) days of receipt of an invoice from Instria. The subscription plans are charged as follows: the Pro plan at €89 excluding VAT per month; the Business plan at €389 excluding VAT per month; and the Enterprise plan on a quote basis ("sur devis") as agreed between the Parties in a separate order form. In addition to the applicable subscription, the Customer may purchase credit packs on a pay-as-you-go basis, each pack being billed at the fixed price set out and displayed on the Instria platform and website (instria.fr) at the time of purchase. Fees listed do not include any applicable VAT.
Late payment. In the event of late payment of Services fees, late payment penalties equal to 3 (three) times the legal interest rate in force, increased by 10 points, as well as a fixed indemnity for collection costs of €40 will be payable.
Fees renewal. Any T&C renewal may be subject to an increase of fees if it is communicated to the Customer within forty-five days of renewal (email shall suffice).
Price changes. Instria may modify its fees and pricing at any time. Prices displayed on the website (instria.fr) are indicative, do not constitute a binding offer, and may change without notice; any change to recurring subscription fees applies upon renewal as set out above.
Customer Indemnification. Customer will defend, indemnify and hold harmless Instria from all proceedings, judgments, settlements, damages, and reasonable attorneys' fees arising from: (i) breach of these T&C by Customer, (ii) Customer's or its users' misuse or illegal use of the Services, (iii) the Service Data, or (iv) Customer Services' violation or infringement of any intellectual property rights.
Instria Indemnification. Instria will defend, indemnify and hold harmless Customer against any damages paid to third parties awarded by a final decision of justice or by a transaction within the meaning of the French Civil Code arising out of any claim that the software that enables the Services to function ("Instria Technology"), during the Term, infringes any intellectual property rights of a third-party ("Claim"). Instria shall have no liability for any Claim to the extent it is based on (i) Customer's written specifications, (ii) Customer's modification of the Services, or (iii) the Service Data. No transaction may be concluded without Instria's prior written consent.
AI outputs & no warranty. The Services rely on artificial intelligence and automated processing and are provided on an "AS IS" and "AS AVAILABLE" basis. Instria does not warrant that AI-generated outputs are accurate, complete, error-free or fit for any particular purpose. The Customer remains solely responsible for reviewing and validating any output before relying on it, and for any decision or action taken on its basis. To the maximum extent permitted by law, Instria shall not be liable for errors, inaccuracies or omissions in AI-generated outputs, nor for any decision or action taken in reliance on them. Nothing in these T&C excludes or limits liability that cannot be excluded under applicable law (including wilful misconduct, gross negligence or personal injury).
EXCEPT FOR PAYMENT OBLIGATIONS AND CLAIMS ARISING DUE TO A PARTY'S WILFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT WILL EITHER PARTY BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE T&C FOR ANY AMOUNTS IN EXCESS, IN THE AGGREGATE, OF THE FEES PAID OR PAYABLE TO INSTRIA HEREUNDER DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.
Termination for cause. Each Party may terminate these T&C, if the other Party breaches these T&C and is unable to cure such breach within thirty (30) days after receipt of written notice. Instria may also terminate these T&C for any reason in its sole discretion by giving thirty (30) days prior written notice but shall refund any prepaid, unused fees that represent the remainder of the then-current term.
Consequences of the termination. Upon termination of these T&C, all right to access the Services will expire. Instria will discontinue the provision of the Services, and Customer shall immediately pay any outstanding invoices.
Survivance. Any provision of these T&C that contemplates performance subsequent to any termination of these T&C, including all provisions with respect to Intellectual Property, limitation of liabilities, indemnification, and governing law shall survive any termination of these T&C and continue in full force in perpetuity.
Assignment. Neither these T&C nor any rights hereunder may be assigned by either party without the prior written consent of the other party. Either party may assign these T&C or any rights or obligations hereunder without the other's consent to a third party acquirer of all, or substantially all, of the assets or business of a party.
Force majeure. Neither party hereto shall be responsible for any failure to perform its obligations under these T&C if such failure is caused by force majeure as defined and recognized by the French Civil Code and applicable case law.
Applicable Law and jurisdiction. These T&C shall be governed by French law without regard to the United Nations Convention on Contracts for the International Sale of Goods, and the parties consent to the exclusive jurisdiction of the French courts.
Entire Agreement. These T&C constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all written or oral prior agreements and understandings between the parties concerning such subject matter.