Master Services Agreement
1. Definitions
Where drafted in upper case, whether written in singular or plural, the following definitions are applicable to the entire Terms.
Administrator | refers to a Customer designated End User who administers Customer’s Account and has access to permissions and other settings. |
Affiliate | refers to all persons and entities directly or indirectly controlling, controlled by, or under the control of a Party, where control may be by management authority, equity interest, or otherwise. |
Artificial Intelligence | refers to a system that is designed to operate with a certain level of autonomy and that, based on machine and/or human-provided data and inputs, infers how to achieve a given set of human-defined objectives using machine learning and/or logic- and knowledge-based approaches, and produces system-generated outputs. |
Business Days
| refers to any day in which normal business operations are conducted (Monday to Friday inclusive), except for holidays. |
Business Hours | refers to the Business Days hours during which business is commonly conducted (9am to 6pm CET inclusive). |
Chatbot | refers to the software developed by Lampi AI that specializes in natural language dialogue with a human, which is capable of answering questions, triggering the execution of tasks, or generating content. |
Customer | refers to the organization mentioned in the Order Form. |
Customer Account | refers to Customer’s Lampi AI account. |
Customer Data | refers to any data, resources, or content used within the Platform by the End User or Customer. Customer Data may be textual, audio, or visual that End Users provide, submit, upload, publish, or make otherwise available to the Services, including third-party content from Customer’s pre-approved integrations or applications. |
Confidential Information
| refers to confidential and proprietary business information of the disclosing party which is labeled or identified to the receiving party in writing as “confidential” or which, under the circumstances of such disclosure, the receiving party knows, or reasonably should know, are treated by the disclosing party as confidential. |
Documentation | refers to all material and digital documentation and user manuals related to the Platform and the Services, available at https://help.lampi.ai, or otherwise provided by Lampi AI. |
Effective Date | refers to the date of the signature of the Main Services Agreement. |
End User(s) | refers to all persons using the Platform or the Website. |
End User’s Account | refers to an End User’s dedicated and individualized digital interface on the Platform and granting End User access to the Services. |
GDPR | refers to the Regulation EU (2016/679) of the EU Parliament and the Council of 27 April 2016. |
Intellectual Property Rights or IP Rights
| refers to the inventions, know-how, patents, patents rights, copyrights, copyrightable works and works of authorship (including without limitation, titles, websites, databases, source and object codes, themes, graphisms, designs, interfaces, UX, GUI, images, videos, concepts, stories, catch phrases, animation, and methods of operation and any related documentation), trademarks, trade names, trade secrets and other intellectual property and proprietary rights recognized by French law, applicable foreign and international laws, treaties and conventions and in any jurisdiction worldwide. |
Lampi AI | refers to Lampi AI, a French simplified joint stock company, registered in the trade and companies register of Paris under number 978 788 347, with registered offices located 66, Avenue des Champs-Élysées 75008 Paris. |
Lampi AI’s Privacy Policy | refers to Lampi AI’s privacy policy available. |
Main Services Agreement or Agreement | refers to the present agreement. |
Order Form
| refers to an ordering document specifying the Services to be provided hereunder that is entered into between Customer and Lampi AI. Each Order Form contains specific provisions with respect to prices, features, description of service, duration and other terms as appropriate. Order Form may serve as quotes, invoices, and/or professional services engagement agreements. |
Parties | refers to the Customer and Lampi AI. |
Personal Information | refers to any information relating to an identified or identifiable natural person, as defined in article 4 of the GDPR. |
Platform | refers to the Lampi AI’s platform, including all its subdomains. |
Open-Source Models | refers to machine learning models that are made available under open source license or similar license or terms which govern open use of or distribution of any code or model. |
Outputs | refers to data generated by a machine learning model based upon the Customer Data, that is returned to Customer or End User through the Platform or the Chatbot. |
Services | refers to the services performed by Lampi AI, as described in these Terms and the Product Terms.. |
Services Levels or SLA | refers to the service levels that shall be achieved by Lampi AI for the Services (such as availability, response time, the time limits for intervention for correction of incidents and the milestones). |
Specific Agreement | refers to any specific agreement between Lampi AI and the Customer that is not available |
Subscription Term | refers to the period during which Customer has agreed to subscribe to Lampi AI’s Services. |
Subscription Plan | refers to the applicable subscription level of packaged functionality and services (including free trial) as detailed in the Order Form. |
Terms | refers the term of the Agreement, which will begin on the Effective Date and continue until the later of (i) Subscription Term and (ii) until the Agreement or Customer’s Account is terminated. |
Terms of Use | refers to these terms of use available at: https://help.lampi.ai/Lampi AI-ai-docs/terms-of-use. |
Territory | refers to the entire world unless otherwise specified in the Master Services Agreement or schedules. |
Third-Party Models | refers to machine learning models that are made available under proprietary license which govern use of or distribution of any code or model. |
Third-Party Service | refers to any service offered on the Platform or the Website by a third-party, including Third-Party Models. |
Updates | refers to any enhancements, improvements, and error corrections to any features or functionality in the Solution. |
Upgrades | refers to any new features or functionality that Lampi AI adds to the Services. |
Website | refers to the website https://www.lampi.ai, including all its subdomains.
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2. Purpose
The purpose of this Agreement is to govern and define:
(i) the terms and conditions under which Lampi AI shall provide the Services to the Customer;
(ii) the terms and conditions under which the Customer shall pay to Lampi AI the relevant price for the Services.
3. Contractual documents
The Master Services Agreement is composed of the following documents listed below. In case of any conflict or inconsistency the following order of precedence shall apply:
Order Form signed by Customer;
Where applicable, any Specific Agreement;
The present Master Services Agreement, including any potential amendments;
Data Processing Addendum;
Sub-Processors;
Security Measures;
Platform Privacy Policy;
Platform Terms of Use.
4. Lampi AI’s provision of services
Description of the Services. Lampi AI provides a generative AI platform that allows Customers to execute and perform various tasks through the use of AI agents. These AI agents are able to interact with the Customer Data and can help to retrieve, compare, analyze, or extract information, automate meeting notes, generate reports or execute complete workflows. To perform these missions, AI agents can access Customer Data communicated by the Customer to Lampi AI, either through uploading or connecting to the Platform. Customer decides whether the documents it uploads or connects to the Lampi AI platform contain personal data or not. At any time, Customers have the freedom to add or remove documents or files from the Platform, connect or disconnect an application, erase all documents and information linked to the platform, or choose the data sources they want the AI agents to access. More information about the Services are provided in the Product Terms. In case of additional services, such services are listed in a Specific Agreement.
Subscription. Unless otherwise specified, Lampi AI grants access to the Services pursuant to a Subscription. Customer may activate a Subscription to Services by executing an Order Form. Order Forms are governed by this Agreement. In the event of a conflict between this Agreement and an Order Form, the Order Form shall prevail.
Subscription Term. Subscriptions will be for the Subscription Term agreed to in the applicable Order Form. Unless otherwise provided for in an Order Form, each Order Form shall automatically renew for a period equal in duration to the expiring Subscription Term unless either Party notifies the other in writing of its intent not to renew the applicable Order Form at least thirty (30) days prior to the end of the then-current Subscription Term.
Support. Lampi AI shall provide the support services as identified in the Business Support Terms. Lampi AI shall perform the Support Services at levels of accuracy, quality, completeness, timeliness, responsiveness, and resource efficiency that are at least equal to the accepted inLampi AIry standards.
Updates. The Service is a technology solution that will continue to be improved and that Lampi AI may perform changes and Updates from time to time. Lampi AI undertakes to make all updates freely available to the Customer.
Upgrades. Lampi AI may enhance the Services by adding new features and functionalities. Lampi AI undertakes to inform the Customer of all Upgrades. Upgrades may be subject to new agreement between the Parties or incur additional fees.
Changes to the Services. Lampi AI may, at its discretion, change or update the Services from time to time. Lampi AI will notify Customer in advance of changes to the Services that materially reduce their functionality.
Security. Lampi AI has implemented and maintains an information security program with administrative, physical, and technical safeguards designed to protect the integrity of Customer Data. Customer acknowledges that Customer Data may be processed by Lampi AI in France or in other countries in which Lampi AI or its contractors operate.
Beta Services. In the case of Beta services, despite anything to the contrary in this Agreement, Customer acknowledges that (i) Customer has the sole discretion whether to use any Beta Services, (ii) Beta Services may not be supported and may be changed at any time, including in a manner that reduces functionality, (iii) Beta Services may not be available or reliable, and (iv) Lampi AI provides Beta Services “as-is” and will have no liability arising out of or in connection with Beta Services.
5. Customer’s use of services
Customer Account Administration. Customer must have a Customer Account to use the Services. Customer is responsible for designating Administrators for its Customer Account, maintaining updated Administrator contact information, and managing access to Administrator accounts. Administrators may provision End User Accounts up to the maximum number set forth in an Order Form or Customer’s Account, and additional End Users above the maximum may incur additional fees. Each End User must agree to the Terms of Use to activate their account. If there is a conflict between this Agreement and the Terms of Use, this Agreement will prevail.
Customer Responsibilities. Customer is responsible for any use of the Services through its Customer Account, including all use of the Services by Customer's End Users. Customer will inform its End Users of all Customer policies and practices that are relevant to End Users’ use of the Services and of any settings that may impact the processing of Customer Data. Customer is responsible for maintaining the confidentiality of account credentials used by End Users to access the Services, and preventing unauthorized use of the Services. Customer may not permit sharing of End User accounts and passwords.
Compliance. Customer and End Users may only use the Services in accordance with, and must ensure its usage complies with, (i) applicable laws and regulations, (ii) this Agreement, (iii) the Product Terms, and (iv) our other policies. If requested, Customer will provide information necessary for Lampi AI to verify Customer’s compliance with the requirements of this Agreement.
Suspension. Lampi AI may suspend Customer's or End User's right to use the Services if (i) Customer or End User's use of the Services poses a security risk, may violate the Terms of Use, or may adversely affect the Services, Lampi AI’s systems and infrastructure, or a third party, or (ii) Customer is in breach of this Agreement. Lampi AI will use commercially reasonable efforts to provide prompt notice of a suspension.
Restrictions. Unless otherwise stated, Customer understands, accepts, and will not allow any End User to perform the following acts:
any behavior that disrupts, suspends, slows or prevents the continuity of the Platform and Services;
any intrusion or attempted intrusion into Lampi AI's information systems or infringement of the security and authentication measures;
any attempt to create, train, develop, or improve similar or competitive products or services;
any use of the Services for benchmarking or competitive analysis of Lampi AI;
any act infringing Lampi AI's rights and financial interests, whether commercial or legal;
any copying and/or misappropriation of the Platform and more generally any misuse of the Platform;
any act of selling, reselling, licensing, renting, leasing, or distributing the Output to an unaffiliated third party (who is not a customer, partner, licensee, or end-user of Customer) or otherwise use the Outputs for the benefit of an unaffiliated third party;
any act of submitting or distributing viruses, worms, Trojan horses, corrupted files or other destructive content;
any use of robot, spider, scraper, or other unauthorized automated means to access the Services;
any act of finding security vulnerabilities to exploit the Services; and
any denial of service (DoS) attack on the Services or any other conduct that attempts to disrupt, disable, or overload the Services, such as submitting excessively frequent requests;
any infringement of Lampi AI’s intellectual property rights.
Third-Party Services. Lampi AI may provide information about or access to Third-Party Services, or you may use Third-Party Services with the Services, but (i) Lampi AI does not endorse or make any representations or warranties about Third-Party Services, and (ii) use of Third-Party Services is at your own risk. Third-Party Services may be subject to separate license agreements or restrictions on use, which are provided in the documentation to the extent required, and you agree to comply with all such third-party restrictions.
6. Financial terms
Fees. In consideration of the Services provided by Lampi AI under this Agreement, Customer will pay Lampi AI the fees and charges for its use of the Services as described in an Order Form or in Customer’s Account, as applicable. All payments are due in euros (€) unless otherwise indicated on an Order Form or an invoice. All Fees paid are non-refundable. Customer agrees to promptly update account and payment information, including email address, payment method, and payment card expiration date. Some features are provided pursuant to a usage-based model. In such a case, Customer acknowledges and agrees that should the usage permitted by its Subscription Plan be exceeded, Customer may be required to purchase additional usage to continue accessing and using such feature(s); and Lampi AI may disable or degrade performance of such features.
Downgrades prohibited. Customer may not downgrade its Subscription Plan or reduce the number of Users during any Subscription Term. If it desires to downgrade its Subscription Plan or reduce the number of Users under any Subscription Plan for a subsequent Subscription Term, it must provide Lampi AI with thirty (30) days’ written notice prior to the end of its current Subscription Term. Downgrading its Subscription Plan may cause loss of content, features, or capacity of the Service and Lampi AI is not responsible for such loss.
Invoices and payment. All fees are due as stated in the Order Form and related invoices. In the case of non-payment or delinquent payment of any Subscription Fees, Lampi AI may, at its sole discretion: (i) suspend Customer access to the Services; (ii) terminate the applicable Order Form; or, (iii) continue to provide the Services, for a period solely determined by Lampi AI, in anticipation of full and prompt payment by Customer.
Disputes and Late Payments. Customer must dispute any Fees within sixty (60) days of payment due date. Past due amounts are subject to a finance charge of 1.5% per month. Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by Lampi AI in collecting past due amounts. If Customer's Fees are past due, after providing five (5) days prior notice, Lampi AI may suspend the Services.
Renewal and cancellation. Customer agrees that at the end of each Subscription Term, its Subscription will automatically renew and its payment method for such Subscription will automatically be charged at the start of each new Subscription period for the fees and taxes applicable to that Subscription Term, under the same conditions as the prior Subscription Term unless it cancels its Subscription prior to its renewal date. Customer may cancel its Subscription plan by contacting Lampi AI customer support team at support@lampi.ai and indicating its intention to cancel its Subscription in accordance with the terms of its Subscription Plan.
Taxes. Customer is responsible for paying all taxes assessed in connection with its Subscription. Unless otherwise stated with respect to terms and conditions for a specific Subscription, all stated prices are exclusive of any taxes and duties or other amounts, however designated, and including without limitation value added and withholding taxes that are levied or based upon such charges, or upon the Order Form. Should any payment for the Service be subject to withholding tax by any government, Customer will reimburse Lampi AI for such withholding tax. Lampi AI will invoice Customer for such taxes if it believes it has a legal obligation to do so.
Fee Changes. Lampi AI, at its sole discretion and at any time, may modify the Subscription Fees for the Subscriptions. Any Subscription Fee change will become effective at the end of the current Subscription Term. Lampi AI will provide Customer with reasonable prior notice of any change in Subscription Fees. Customer’s continued use of the Service after the change in Subscription Fees constitutes its agreement to pay the modified Subscription Fees.
7. Warranties
Mutual warranties. Each Party represents and warrants that (i) it has the full power and authority to enter into this Agreement and to grant the rights described hereunder, (ii) the execution and delivery of this Agreement by such Party has been duly and validly authorized; and (iii) this Agreement constitutes a valid, binding, and enforceable obligation of such Party. Both Parties ensure to the other that its Affiliates, employees, officers, representatives, agents, and subcontractors comply with this Agreement.
Customer’s specific warranties and indemnification. In particular, and without limitation, the Customer warrants and represents that:
it will comply with any applicable law and that he will not infringe upon the IP Rights of Lampi AI nor third parties. the Customer agrees to release Lampi AI from any and all claims arising from or in direct or indirect connection to the use of Artificial Intelligence. the Customer does hereby indemnify, save, and hold harmless Lampi AI and Lampi AI’s Affiliates, officers and employees from all claims, damages, and losses (including, without limitation, attorney’s fees) arising out of or in connection with the Customer’s negligence, misconduct, violation of law, or any other breach of or default under this Agreement. The Customer acknowledges that the Services are based on Artificial Intelligence, a technology that is constantly evolving and that the responses generated might not be entirely accurate;
it has the necessary rights, licenses, and permissions to provide the Customer Data to Lampi AI; and
the use of Customer Data under this Agreement will not violate or infringe the rights of any third party.
8. Commitments
Lampi AI’s commitments. Lampi AI undertakes to perform its obligations with the care normally expected from a professional in his field and to comply with the professional customs in force.
Lampi AI will make its best efforts to make the Services and the Platform available to the Customer and End Users and ensure its accessibility and proper operation. Lampi AI undertakes to ensure that the Platform is accessible 24/7, except in the event of (i) force majeure or unforeseeable and unavoidable behavior on the part of a third party or a Third-Party Service or (ii) potential breakdowns, maintenance interventions and updates required for the proper operation of the Platform. Lampi AI can only be held to an obligation of best endeavor for the operation of the Platform. Access to the Platform and use of the Services is at the User's own risk, and the Services and the Platform are provided on an "as is" and "as available" basis without warranty of any kind, either express or implied, except as otherwise provided by law.
To the fullest extent permitted by law, Lampi AI does not represent or warrant that (i) access to or use of the Services or the Platform will be uninterrupted, timely, secure or error-free; (ii) outputs or data provided by the Services or on the Platform will always be accurate; (iii) the Services are free of malware or other harmful components.
In particular, unless otherwise provided by law or regulation, Lampi AI shall not be held liable for:
breakdowns or malfunctions of the Platform or Services lasting less than 24 hours or that are not the responsibility of Lampi AI;
an unusual or illegal use of the Services by a third party or an End User;
harmful or unintended consequences of the operation of third party services;
a malfunction or cyberattack;
any case of force majeure within the meaning of Article 1218 of the French Civil Code.
Customer’s commitments. Customer agrees and guarantees:
to comply with the laws and regulations in force in the country in which they are located;
to refrain from all kind of fraudulent activities;
to have obtained a legal representative authorisation and supervision and have the capacity to enter into an agreement with Lampi AI and, in accordance with the laws of the country in which Customer is located;
that they possess or have been granted permission to utilize all the Customer Data which facilitates the provision of the Services,
that the data, resources, or content used within the Platform do not infringe, misappropriate, or otherwise violate any third-party Intellectual Property Rights or breach any applicable laws,
to provide information that is truthful, accurate and free from error when interacting in and with the Platform and the Services, to keep this information up-to-date throughout their time using the Platform and the Services and to publish content that meets these same requirements;
to use the Platform and the Services in accordance with its intended purpose and objective.
Disclaimer. Customer expressly understands and agrees that access to the Platform and the use of the Services is at the User's own risk, and that the Services and the Platform are provided on an "as is" and "as available" basis without warranty of any kind, either express or implied, except as otherwise provided by law. To the fullest extent permitted by law, Lampi AI does not represent or warrant that: (i) access to or use of the Services or the Platform will be uninterrupted, timely, secure or error-free; (ii) Outputs will always be accurate.
Artificial Intelligence. Customer acknowledges that the Services are based on Artificial Intelligence, a technology that is constantly evolving and that the responses generated might not be entirely accurate. Results and outcomes generated by machine learning algorithms and artificial intelligence are probabilistic and Customer should evaluate such results and outcomes for accuracy as appropriate for Customer’s use case, including by employing human review. Customer is solely responsible, and Lampi AI will have no liability, for all decisions made, advice given, actions taken, and failures to take action based on Customer’s use of the Services or Output.
Limitation on Lampi AI’s indirect liability. Lampi AI will not be held liable for any other damages and losses suffered by the Customer, in particular indirect damages (including but not limited to, earning or profit losses, commercial damages, the consequences of complaints, actions, claims of third parties against the User) even where Lampi AI has been informed of their occurrence. In particular, unless otherwise provided by law or regulation, Lampi AI shall not be held liable for:
breakdowns or malfunctions of the Services lasting less than 24 hours or that are not the responsibility of Lampi AI;
loss of data due to misuse of the Services;
an unusual or illegal use of the Services offered by a third party or by an End User;
harmful or unintended consequences of the operation of Third-Party Services;
indirect damage resulting from the use of the Services or the Platform;
a malfunction or cyberattack;
the harmful consequences of the suspension of an Account;
any case of force majeure, within the meaning of Article 1218 of the French civil code.
Customers understand and acknowledge that they bear responsibility for the Customer Data. Customers assume full liability for such content, including its legality, reliability, accuracy, and appropriateness. Lampi AI does not endorse or take responsibility for any Customer Data, and to avoid ambiguity, Lampi AI explicitly disclaims any liability associated therewith.
Lampi AI’s Liability cap. To the fullest extent permitted by law, Lampi AI’s and its Affiliates’, licensors’, and suppliers’ aggregate liability under this Agreement under any contract, negligence, strict liability, indemnity, or other legal or equitable theory will not exceed the amount Customer has paid or that is payable for the Services in the six (6) month period prior to the event giving rise to the liability.
Customer’s liability. Customer guarantees Lampi AI against any complaints, claims, actions and/or demands that Lampi AI may suffer as a result of the Customer’s or End User’s breach of any of his/her obligations under the Agreement. The Customer undertakes to indemnify Lampi AI for any damage suffered as a result of such a breach.
10. Duration, suspension and termination
Duration. This Master Services Agreement shall begin on the Effective Date and shall continue for so long as Customer maintains an active Subscription to the Services or for the Subscription Term as laid out in the Order Form or until this Agreement is otherwise terminated in accordance with the terms herein.
Suspension. If Customer or an End User breaches the Agreement or Terms of Use, Lampi AI may temporarily and without prior notice suspend access to the Platform and the Services. After an investigation period during which Lampi AI shall verify the truth of the alleged violations, access to the Platform and/or to the Services may be restored or the Agreement may be terminated in accordance with the terms below.
Termination for convenience. The Agreement may be terminated by each Party at any time by giving (30) day’s prior written notice. The Parties agree that the date of notification of the termination shall be the date on which the terminating Party sends the notification.
Termination for breach. Each Party can terminate this Agreement upon material failure of the other Party to comply with its obligations that remain uncured within fifteen (15) days of receiving written notice of the breach from the non-breaching Party. The Parties acknowledge that the following breaches shall be deemed as material:
any violation, by the Customer, of the terms of the sections entitled “Financial terms”, “Confidentiality”, “Intellectual Property” and “Warranties”;
any repeated violations of the specific terms of Services, and in particular the repeated non-payment or repeated delays in the payment of the Services to Lampi AI.
Other termination cases. A Party shall be entitled to terminate all or part of this Agreement at any time, on giving thirty (30) day’s notice if the other Party (i) becomes insolvent; (ii) fails to pay its debts or fulfill its obligation in the ordinary course of business as they mature; (iii) admits in writing its liability to pay its debts as they mature; (iv) harms the reputation of the other Party in any way; or (v) becomes the subject of any voluntary or involuntary proceeding in bankruptcy, liquidation, dissolution, receivership, attachment or general assignment for the benefit of creditors that is not dismissed with prejudice within thirty (30) day after the institution of such proceeding.
Effect of Termination. If this Agreement expires or is terminated, then (i) any fees payable under an Order Form or for Services rendered will become immediately due to be paid, (ii) the rights granted by one party to the other will cease immediately except the provisions contained in sections entitled “Intellectual Property Rights”, “Warranties”, and “Confidentiality”, which shall survive the termination and/or expiration of this Agreement.
11. Intellectual property
Customer’s Intellectual property. The Platform, through the use of the Chatbot, may invite Customer and End Users to chat or discuss and may provide them with the opportunity to create content and materials, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material. Such content is only viewable and accessible by the user in his/her own digital interface, except in the case of:
shared spaces, where all users of the shared space can view and access the shared content;
meeting spaces; where all invited users can view and access the content.
As such, any content created by an End User is treated as confidential. Customer remains the sole owner of the documents and data used and collected in the operation of the Platform and any content generated within the platform. Customer owns the Output. Except for the rights expressly granted in this Agreement, this Agreement does not grant any rights, and Customer owns and reserves all right, title, and interest in and to the Customer Data and Output. Lampi AI will not access, view or listen to any Customer Data without the Customer’s prior written consent. Such consent shall be considered given if Lampi AI deems it necessary to access a Customer Data to:
fulfill a support service request as requested by the Customer or as set out in the Service Level Agreement or Business Support Terms; and
restore relevant Content at the Customer’s request in the event of a service interruption.
Any information obtained by Lampi AI while accessing a Customer Data shall be kept confidential by Lampi AI unless otherwise agreed with the Customer. Lampi AI will not use Customer Data or Outputs to improve machine learning models unless otherwise agreed with the Customer.
Lampi AI’s Intellectual property. Unless otherwise stated, all rights not expressly granted to Customer are reserved by Lampi AI. The Platform and all its functionalities are Lampi AI's sole intellectual property and are protected by all intellectual property rights in force. Any use, reproduction or representation in any form of the Platform, the Services or any of Lampi AI’s content, such as source code, databases, functionality, software, website designs, audio, video, text, photographs, or graphics on the Website or the Platform, without express written permission is strictly prohibited.
Lampi AI Data. Lampi AI may collect and create usage data and statistics derived from Customer's use of the Services. Lampi AI may use them to provide, analyze, support, and improve Lampi AI’s products and services, and create and distribute reports and materials about Lampi AI’s products and services. Lampi AI will not identify Customer as a source of information for any report or material described in this section without Customer's prior written approval.
Suggestions. Customer may submit to Lampi AI feedback, comments, ideas, or suggestions regarding Lampi AI’s Services or new products and services. Lampi AI may, but has no obligation to, in its discretion and for any purpose, (i) use, modify, and incorporate into Lampi AI’s products and services and (ii) license, sublicense, or distribute the suggestions without obligation or compensation to Customer.
Copyright Policy. Lampi AI respects the Intellectual Property Rights of third parties and responds to notices of alleged copyright infringement if they comply with the law. Lampi AI reserves the right to delete Customer Data alleged to be infringing from Customer’s Account and terminate End Users or Customers that willfully or repeatedly infringe third-party rights.
12. Confidentiality
Confidential information. Customer understands that “Confidential Information” means information and physical material not generally known or available outside the Customer’s information systems and information and physical material entrusted to the Customer in confidence by third parties, and regardless of whether it is marked or not as confidential. Confidential Information includes, without limitation: (i) Lampi AI’s inventions; and (ii) technical or business information disclosed to the Customer by Lampi AI either directly or indirectly, whether in writing, electronically, orally, or by observation before or after the date of this Agreement. For the purpose of the Agreement, Confidential Information shall, in particular, include:
(i) “Intellectual Property” which refers to, including but not limited to, Lampi AI’s intellectual property of any kind, property technologies, information relating to Lampi AI’s proprietary rights, production and technical data, technical concepts, status and details of research and development of product, processes and services, and information regarding acquiring, protecting and enforcing licensing and proprietary rights; and
(ii) “Processes and know-how” which includes processes used in relation to the Services, including but not limited to the instructions, guidelines and in particular briefings communicated to the Customer.
Non-disclosure. At all times during the term of the Agreement and thereafter, the Customer shall hold in the strictest confidence and shall not use (except to the extent necessary in the course of providing the Services) or disclose the Confidential Information. Confidential Information shall remain the exclusive property of the Customer and shall only be used for proper performance of the Services. The Partner will not use the Confidential Information for any purpose that might be directly or indirectly detrimental to Lampi AI or any of its Affiliates or subsidiaries.
Duration. The obligations to ensure and prevent the disclosure of the Confidential Information imposed on the Customer and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and shall continue during and after the end or termination of this Agreement up until such time as such Confidential Information has become public knowledge other than as a result of the Customer’s breach of this Agreement or breach by those acting in concert with Lampi AI or on Lampi AI’s behalf.
Ownership and title. Customer acknowledges and agrees that all rights, titles, and interests in and to any Confidential Information will remain the exclusive property of Lampi AI.
Exception. In the event that the Customer is required in a civil, criminal or regulatory proceeding to disclose any or part of the Confidential Information, the Customer will notify Lampi AI promptly of such request, if not prevented by applicable laws and regulations. If the Customer loses or makes unauthorized disclosure of the Confidential Information, the Customer will immediately notify Lampi AI and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information. Any notices or delivery required in this clause will be deemed completed after the sending of an email to, with copy to: contact@Lampi.ai.
13. Personal Information
Data Processing Addendum (DPA). Unless specified otherwise in an Order Form, this Agreement incorporates DPA when a data protection law applies to Customer use of the Services to process Personal Information.
Lampi AI’s Privacy Policy and DPA. Unless otherwise specified, any Personal Information processing is governed by the DPA. In the event of a conflict between DPA and Platform Privacy Policy, DPA shall prevail.
Transfer of Personal Information to Third-Party Service Providers. The Lampi AI platform makes Third-Party Provider Services available, such as Foundation Model Provider services. If you decide to enable, access or use Third-Party Provider Services, you authorize Lampi AI to transfer Customer Data, including Personal Information, to the Third-Party Provider in accordance with its functionality and pursuant to DPA.
Personal Information. Personal Information might be sent to Lampi AI by the Customer or End User. By default, if any Personal Information is transmitted to Lampi AI through the Services, Lampi AI is not aware of the existence and nature of such Personal Information and Customer is solely responsible for ensuring that the processing of Personal Information, uploaded to Lampi AI’s Services by the Customer or the End User, complies with the agreed DPA and applicable Data Protection Laws.
14. Miscellaneous
Customer Marketing. Lampi AI may use Customer’s name, logo, and marks to (i) identify Customer as a Lampi AI Customer on its Website, (ii) produce and publish a case study on its Website regarding the Customer’s use of the Services, and (iii) create marketing materials such as press releases, advertisements, brochures, and other marketing materials, without the prior written consent of the Customer. The Provider agrees not to harm the image of Customer in particular by communicating information that could harm its image and/or reputation.
Waiver. Failure by either Party to insist upon the strict performance of any of the terms and conditions of this Agreement shall not be construed as a waiver of such, and shall in no way affect the Party’s right to enforce such provision.
Nullity. If any provision of the Agreement is annulled by a modification of legislation, regulation or by a court decision, the rest of the Terms will not be affected.
Assignment. Either party may assign this Agreement in its entirety, without the other party's consent, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, and Customer must provide Lampi AI with prompt notice following such event. Any other attempt to transfer or assign is void. This Agreement will be binding upon and inure to the benefit of the parties and their respective, permitted successors and assigns.
Entire Agreement. Unless explicitly stated in a separate agreement between the Parties, this Agreement, including all mentioned agreements and Order Forms, constitutes the entire agreement between Customer and Lampi AI with respect to the subject matter of this Agreement and supersedes any prior or contemporaneous agreements whether written or oral, including any non-disclosure agreements. Except as otherwise set forth in this Agreement, no modification, amendment, or waiver of any provision of this Agreement will be effective unless set forth in writing and signed by the parties. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: Order Form, the Agreement, Product Terms, and the Documentation.
Notices. Notices to Lampi AI must be sent via email to contact@lampiI.ai and are deemed given when sent. Notices to Customer will be sent to the applicable Administrator account email address and are deemed given when sent, or will be provided in Customer’s Account portal.
Relationship of the Parties. This Agreement is concluded with the express understanding that the Parties are independent from each other, and each of them is supporting the risks of its own business.
Cooperation. Parties acknowledge and agree that the performance of this Agreement requires close and active cooperation between them and communication on a regular basis. The Parties agree to collaborate in good faith during the completion of the Agreement. In case of any difficulty arising from the execution of this Agreement, each Party shall inform the other within a reasonable time and Parties shall discuss together to resolve it.
Force Majeure. No Party shall be responsible for delays or failure of performance resulting from acts beyond the reasonable control of such Party, including, war, power failures, floods, earthquakes and other natural disasters.
Disputes and Informal Resolution. Lampi AI wants to address Customer's concerns and requests that Customer bring issues that may lead to a dispute to our attention immediately. Before filing a claim, Lampi AI and Customer agree to try to resolve the dispute by providing notice to the other party and having the appropriate executives attempt to resolve the dispute through communication and discussion. After fifteen (15) business days from providing notice, either party may bring a formal proceeding.
Governing Law and Jurisdiction. The Agreement is governed by and interpreted according to French laws, except French conflict-of-law rules. Unless otherwise provided by the law, any conflict or dispute related to the validity, the interpretation, performance, and/or termination of the Agreement must be submitted to the exclusive jurisdiction of the Paris courts.
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