TERMS OF SALE

LUNOA AI SOLUTIONS SAS, publisher of the Miria platform (miria.ai), hereinafter referred to as “Miria”, develops a solution allowing experts, content creators, coaches, trainers and professionals (hereinafter the “Experts”) to deploy a personalized artificial intelligence agent in their image, trained on their own content and made available to their community or audience.

These Terms of Sale (hereinafter “Terms”) govern the contractual relationship between Miria and any Expert wishing to use the platform to create, host and monetize their AI agent. They apply to the exclusion of any other terms, unless otherwise agreed in writing.

Registering on the platform, signing an order form, or beginning to use the Services constitutes the Expert's unreserved acceptance of these Terms in the version in force at the time of subscription.

For the purposes of these Terms, the following terms have the following meanings:

Miria / the Company —

LUNOA AI SOLUTIONS SAS, publisher of the Miria.ai platform.

Expert —

Any natural person acting in a professional capacity or any legal entity (coach, trainer, content creator, consultant, etc.) who subscribes to Miria's Services to create and deploy their AI Agent.

AI Agent —

The personalized conversational assistant, trained on the Content provided by the Expert, deployed on the Platform under the Expert's identity or integrated directly into the Expert's external platform.

Content —

All data, text, podcasts, videos, documents, transcripts, voice recordings and any other resource provided by the Expert to Miria for the purposes of training and feeding their AI Agent.

End User —

Any subscriber or user who interacts with the Expert's AI Agent.

Platform —

The technical, software and service infrastructure operated by Miria under the Miria brand.

Services —

All services offered by Miria to the Expert, as detailed in Article 3.

Subscription —

The pricing plan subscribed to by the Expert, granting access to a defined level of Services.

The purpose of these Terms is to define the respective rights and obligations of Miria and the Expert in connection with:

• The creation, configuration and hosting of the Expert's AI Agent on the Platform;
• The integration of the Expert's AI Agent on the Expert's own platform or third-party platforms of the Expert's choice, where applicable;
• The training of the AI Agent based on the Content provided by the Expert;
• The availability of the AI Agent to End Users on the Platform; and
• The provision of a subscription and payment system between the Expert and their End Users.

3.1 Creation and configuration services

Miria provides the Expert with the tools and support necessary to create their AI Agent, in particular:

• A dedicated workspace for uploading and managing Expert Content;
• Tools for configuring the personality, tone and response parameters of the AI Agent;
• A preview and test interface for the AI Agent before going live;
• The generation of a public page dedicated to the Expert on the Platform.

3.2 Hosting and operations services

Miria provides, on behalf of the Expert:

• Hosting of the AI Agent and Expert Content on secure servers;
• Technical maintenance and updates of the Platform;
• Availability of the AI Agent 24/7, subject to maintenance interruptions required by Miria or its suppliers;
• End User access management and subscription administration.

3.3 Monetization services

Miria offers the Expert a monetization system for their AI Agent including:

• The creation and management of subscription offers for End Users;
• The configuration of revenue split parameters on Stripe, including the deduction of Miria's commissions; and
• The secure collection of payments via the Stripe provider.

3.4 Service levels (SLA)

Miria undertakes to maintain Platform availability of 99% on a monthly basis, excluding scheduled maintenance notified 48 hours in advance. In the event of unavailability exceeding this threshold, the Expert may benefit from a credit on their next invoice, corresponding to the share of the amount invoiced during the period of unavailability.

4.1 Eligibility

To access the Services as an Expert, the subscriber must:

• Be a natural person of legal age (18 years or older) acting in the course of their professional activity, or a duly registered legal entity;
• Have an activity, expertise or audience in a lawful field;
• Provide accurate, complete and up-to-date information at registration, in particular as to the identity supplied (the AI Agent may not duplicate an identity other than the Expert's);
• Accept these Terms and Miria's Privacy Policy.

4.2 Registration process

Registration is carried out via the dedicated form available on the Platform or at the invitation of the Miria team. Miria reserves the right to approve or reject any Expert application, without having to justify the reason, particularly where the content or sector of activity is incompatible with the Platform's values or likely to infringe legal provisions.

4.3 Expert account

The Expert has secure access to their management space. They are solely responsible for the confidentiality of their credentials. Any use of the account under their credentials is deemed to have been carried out by them. In the event of compromise, the Expert must inform Miria without delay at: [email protected].

5.1 Provision of Content

The Expert undertakes to provide Content of sufficient quality to enable relevant training of the AI Agent. They warrant that this Content:

• Belongs to them outright or that they hold all rights necessary for its exploitation by Miria in the context of the Services;
• Does not infringe the rights of third parties (copyright, image rights, trademarks, etc.);
• Does not contain any unlawful, defamatory, misleading, hateful, pornographic or contrary-to-public-order material;
• Complies with applicable regulations, particularly regarding the protection of personal data (GDPR).

5.2 Licenses granted to Miria

The Expert grants Miria, for the duration of the contract and on a non-exclusive basis, a license to use, reproduce, process and exploit the Expert Content for the sole purposes of:

• Training and operating the Expert's AI Agent;
• Displaying Expert presentation information on the Platform;
• Providing the Services described in these Terms.

This license does not entail any transfer of intellectual property rights in the Expert Content. Miria expressly refrains from using the Expert Content for purposes other than providing the Services, in particular to train agents of third-party experts.

5.3 Accuracy of information

The Expert undertakes not to mislead End Users about the AI nature of their agent, not to promise guaranteed results through it, and to ensure that information conveyed via the AI Agent is accurate and up to date.

5.4 Legal obligations

The Expert is solely responsible for complying with their own legal obligations, particularly tax, social-security and regulatory obligations related to their activity. The Expert acknowledges in particular that their AI Agent cannot replace a regulated professional (physician, lawyer, certified financial advisor, etc.) and undertakes to clearly inform their End Users accordingly.

6.1 Subscription

Access to the Services is subject to subscription to an Expert Subscription according to the plan chosen, the pricing details of which are specified on the Platform and/or in the order form signed between the parties:

"Miria Catalog" Offer: the Expert is listed and featured on the miria.ai Platform. Their AI Agent is accessible to End Users directly from the Miria catalog. In this context, the Expert expressly authorizes Miria to use their name, image and visual identity elements for presentation on the Platform and in Miria's communications, in particular on social media, newsletters and promotional materials. This authorization is valid for the entire duration of the contract and may be withdrawn under the conditions set out in Article 7.4.

"Integration" Offer (widget on the Expert's own platform): the Expert integrates the Miria conversational widget on their own platform or website via a technical interface (API/widget) provided by Miria. The AI Agent then operates in the Expert's environment, under their identity. In this context, Miria has no right to use the Expert's image or brand unless expressly authorized in writing by the Expert and formalized in the subscription contract.

An Expert may subscribe to both offers simultaneously, each being the subject of a separate pricing line in the order form.

6.2 Invoicing and payment

The Expert Subscription is invoiced monthly and/or annually and charged in advance via the Stripe payment provider. Payment is due on the date of issue of the invoice.

In the event of non-payment when due, a reminder will be sent by email via Stripe and Miria may issue a formal notice where applicable. Failing settlement within 7 calendar days, Miria reserves the right to suspend access to the Services until full payment of the amounts due, without such suspension giving rise to any compensation for the Expert.

Miria reserves the right to change its prices with 30 calendar days' notice, under the conditions set out in Article 13.

6.3 End-User monetization terms (Catalog Offer)

The conditions for collecting the revenues generated by End Users under the Catalog Offer (revenue split, payout timelines, minimum payout threshold, etc.) are defined in the subscription contract or in a specific amendment concluded between the parties. In the absence of specific stipulations, the parties agree to negotiate these terms in good faith before any commercial launch of the AI Agent on the catalog.

7.1 Rights of the Expert

The Expert remains the owner of all of their Expert Content and image. This contractual relationship does not entail any transfer of intellectual property rights to Miria beyond the license to use described in Article 5.2.

7.2 Rights of Miria

Miria is and remains the owner of all the constituent elements of the Platform, including without limitation software, algorithms, generic AI models, interfaces, graphic charters, trademarks and trade names. The Expert acquires no rights over these elements, other than the right to use the Platform in connection with the performance hereof.

7.3 AI Agent and training data

The Expert's AI Agent is built on the basis of third-party language models (LLMs) and Miria's technology infrastructure. Training data specific to the Expert (their Content) remains their property. In the event of termination of the contract, the Expert may request the return or deletion of their data in accordance with Article 12.

7.4 Use of the Expert's image and brand

The rights of use of the Expert's name, logo and image by Miria are defined according to the offer subscribed, in accordance with Article 6.1. These rights are strictly limited to the purposes described therein and may not be extended without the express written agreement of the Expert. The Expert may withdraw their authorization at any time in writing to [email protected]; Miria will then have 15 business days to cease all use.

8.1 Respective roles

Under these Terms, Miria acts:

• As data controller for data collected during the Expert's registration and use of the Platform;
• As data processor within the meaning of Article 28 of the GDPR for the data of End Users who interact with the Expert's AI Agent, the latter then being the data controller.

This Article 8 constitutes the Data Processing Agreement concluded between the parties in accordance with Article 28 of Regulation (EU) 2016/679 (GDPR). It is deemed accepted without reserve by the Expert upon subscription to the Services.

8.2 Processing characteristics

As data processor, Miria processes End-User data with the following characteristics:

1. (i)Subject: provision of the Services described in Article 3, including the operation of the AI Agent and the management of interactions with End Users;
2. (ii)Duration: for the entire term of the contract, then deletion under the conditions set out in Article 12;
3. (iii)Nature: collection, storage, conversational processing and analysis of interaction data;
4. (iv)Purpose: enable the Expert's AI Agent to respond to End Users and improve service quality;
5. (v)Data categories: identification data (name, email), conversation data, and any data voluntarily transmitted by the End User during their exchanges with the AI Agent;
6. (vi)Data subjects: the Expert's End Users.

8.3 Miria's obligations as data processor

Miria undertakes to:

1. (i)Process End-User data only on documented instructions from the Expert, as defined by these Terms and the AI Agent configuration;
2. (ii)Guarantee the confidentiality of the data processed and ensure that persons authorized to access it are bound by an obligation of confidentiality;
3. (iii)Implement appropriate technical and organizational measures to ensure data security (TLS encryption in transit, encryption at rest, access management based on the principle of least privilege);
4. (iv)Assist the Expert, insofar as possible, to enable them to fulfill their obligation to respond to data-subject rights requests (access, rectification, erasure, portability);
5. (v)Notify the Expert without undue delay after becoming aware of a personal-data breach affecting them;
6. (vi)Delete or return the data at the end of the contract, under the conditions of Article 12;
7. (vii)Make available to the Expert the information necessary to demonstrate compliance with these obligations.

8.4 Sub-processing

The Expert authorizes Miria to use sub-processors (LLM providers, hosts, payment providers, etc.) to perform the Services. The up-to-date list of these sub-processors is available in the Privacy Policy accessible on miria.ai.

Miria undertakes to impose equivalent data-protection obligations on these sub-processors, and remains responsible for their compliance with the Expert. Miria will inform the Expert of any change concerning the addition or replacement of a sub-processor, with 30 days' notice. The Expert may object in writing within this period if the change substantially affects the guarantees offered.

8.5 Transfers outside the EU

In the event that data is transferred to countries outside the European Economic Area, Miria undertakes to ensure that such transfers are subject to appropriate safeguards within the meaning of Chapter V of the GDPR (European Commission standard contractual clauses or equivalent mechanism).

8.6 Use of conversation data to improve the Platform

The Expert authorizes Miria to use conversation data generated by interactions between the AI Agent and End Users for the purpose of improving the overall quality of the Platform and its models, subject to the following strict conditions:

• The data is irreversibly anonymized beforehand, so that no data subject (End User or Expert) can be identified, directly or indirectly;
• The anonymized data is used only for internal purposes of model and Platform improvement, and is in no case transferred, shared or sold to third parties;
• This use is carried out in compliance with applicable law, particularly the GDPR. End Users are informed of this use in the Platform's Privacy Policy accessible on miria.ai.

9.1 Miria's liability

Miria undertakes to provide the Services diligently and in accordance with best practices. Its liability is limited to direct and foreseeable damages resulting from a proven breach of its contractual obligations. In any event, Miria's total liability shall not exceed the amounts actually paid by the Expert under the Expert Subscription during the 12 months preceding the occurrence of the damage.

9.2 Liability exclusions

Miria cannot be held liable for:

• Inaccuracies, errors or omissions in responses generated by the AI Agent;
• Decisions taken by End Users based on the AI Agent's responses;
• The inadequacy of Expert Content provided by the Expert;
• Failures of third-party networks, the Internet or third-party providers (including Stripe, LLM providers);
• Cases of force majeure within the meaning of Article 1218 of the French Civil Code.

9.3 Expert's liability

The Expert is solely responsible for:

• The quality, lawfulness and relevance of their Expert Content;
• Compliance with their legal, tax and regulatory obligations;
• The commercial and trust relationship with their End Users;
• Any advice provided via the AI Agent and its consequences.

The Expert holds Miria harmless against any recourse, claim or judgment resulting from a proven breach by the Expert of the above obligations. This warranty is capped at the total amounts paid by the Expert to Miria under the Expert Subscription during the 12 months preceding the occurrence of the alleged damage. The Expert undertakes to bear Miria's defense costs in this context, up to the same cap.

9.4 AI disclosures

The Expert undertakes to ensure that their AI Agent visibly displays a notice indicating that responses are generated by an artificial intelligence and do not constitute certified professional advice. Miria may include this notice automatically on the Platform.

10.1 Term

The contract is concluded for an initial term defined in the subscription contract and is tacitly renewed for successive periods of the same duration, unless terminated under the conditions below.

10.2 Termination by the Expert

The Expert may terminate their contract at any time, subject to 30 calendar days' written notice (email to [email protected] or via their management space). Termination takes effect at the end of the current subscription period, without pro-rata refund, except in the event of serious breach attributable to Miria.

10.3 Termination by Miria

Miria may terminate the contract by operation of law and without compensation, with 15 days' notice, in the following cases:

• Non-payment of the Expert Subscription when due;
• Breach by the Expert of the obligations set out in Article 5;
• Supply of unlawful Expert Content or content infringing third-party rights;
• Conduct prejudicial to the reputation of Miria or the Platform community.

In the event of serious breach (unlawful content, fraud), Miria may proceed with immediate suspension without notice, followed by termination.

10.4 Effects of termination

As of the effective date of termination:

• The Expert's AI Agent is deactivated and removed from the Platform;
• Access to the Expert account is closed;
• Expert Content is retained for 30 days and then deleted, unless a return request is made by the Expert before this deadline;
• Amounts due to the Expert in respect of the share of revenues generated by End Users up to the effective date of termination are calculated and paid out within 30 days following that date, less any amounts owed by the Expert to Miria;
• End Users holding an active subscription on the date of termination retain access to the AI Agent until the end of their current subscription period, except in the event of serious breach by the Expert justifying immediate interruption. Miria will inform the End Users concerned.

Each party undertakes to treat as confidential all commercial, technical, financial or strategic information of the other party that it becomes aware of in connection with this contract. This confidentiality obligation is valid for the entire duration of the contract and for a period of 3 years after its termination or expiration.

Information that is or becomes public without fault of the receiving party, or that must be disclosed pursuant to a legal or regulatory obligation, is not considered confidential.

On expiration or termination of the contract, the Expert may request the return of their Expert Content in a standard usable format (JSON, PDF or other agreed format). This request must be made within 30 days following the date of termination. After this period, Miria will permanently and irreversibly delete the Expert Content from its servers.

Miria undertakes to fulfill this request within 15 business days of receipt.

Miria reserves the right to modify these Terms and the Services at any time. Any material modification will be notified to the Expert by email or via their management space, with at least 30 days' notice before entry into force.

If the Expert does not accept the new terms, they may terminate their contract free of charge within the notice period. Failure to react within this period constitutes acceptance of the new terms.

14.1 Governing law

These Terms are governed by French law. In the event of discrepancy between a translated version and the French version, the latter shall prevail.

14.2 Amicable resolution attempt

In the event of a dispute relating to the interpretation, performance or termination of this contract, the parties undertake to seek an amicable solution within 30 days from the notification of the dispute by one party to the other by registered letter with acknowledgment of receipt.

14.3 Competent jurisdiction

Failing amicable resolution, any dispute will be submitted to the exclusive jurisdiction of the courts of Paris (France), including in the case of multiple defendants, third-party claims or summary proceedings.

The parties acknowledge that the artificial-intelligence systems deployed via the Platform may be subject to Regulation (EU) 2024/1689 of the European Parliament and of the Council on artificial intelligence ("AI Act"), and undertake to comply with the applicable provisions thereof.

As deployer within the meaning of the AI Act, the Expert is responsible for ensuring that the use of their AI Agent complies with the applicable requirements, particularly with regard to transparency towards End Users (obligation to inform that responses are generated by an AI system), and reporting any serious incident to Miria. Miria, as provider of the AI infrastructure, undertakes to make available to the Expert the technical documentation necessary to fulfill these obligations. The parties undertake to cooperate in good faith to adapt this contract to any evolution of the legal obligations arising from the AI Act and its implementing acts.

If any provision of these Terms is declared null or inapplicable, the other provisions will remain in force. The null provision will be replaced by the closest lawful and applicable provision, corresponding to the parties' original intent.

A party's failure to invoke a breach by the other party of any of the obligations under these Terms shall not be interpreted as a waiver of the obligation concerned.

These Terms constitute the entire agreement between the parties on their subject matter and cancel and replace any prior agreement between them on the same subject matter.