Tester-H Terms of Service
Version Effective Date: 02/13/2025
Preamble
These Terms of Service govern Your use of the Tester-H Service.
By accessing or using the Tester-H Service, You accept Our ToS applicable to you. You must read these ToS carefully before using the Tester-H Service. We recommend You download these ToS and keep a copy.
Definitions
The capitalized words in this document shall have the meaning set forth below:
- Account: means the personalized user account required to access and use the Tester-H Service.
- Actions: means, to the exclusion of Input and Output, any and all content, decisions, browsing, recommendations, interactions, operations, actions and transactions generated or executed by the H Agents, including screenshots and content of websites visited as part of the H Agents, in response to an Input.
- Tester-H Service: means the advanced solution designed to streamline and automate web testing processes, enabling users to validate customer journeys with ease and simulate real user interactions, ensuring seamless navigation, functionality, and performance across digital experiences through use of the H Agent via the submission of Input into text natural language .
- Agent: means a program powered by artificial intelligence models that perceives inputs such as text, and acts with a certain degree of autonomy within defined boundaries to achieve specified goals, modifying its environment accordingly. Agent's Data: means data generated, used, or processed by or in connection with the H Agent for the purpose of the Tester-H Service, including Inputs, Actions, and Outputs.
- Audit: has the meaning defined in Article 12. Beta Tester-H Service: means the Tester-H Service provided in beta mode defined in Article 13 .
- Claim: has the meaning defined in Article 7. Confidential Information: has the meaning defined in Article 15.
- Data Controller: means the undertaking determining the purpose and means of processing of personal data within the meaning of the GDPR. Data Processing Agreement, DPA: means a separate agreement entered into pursuant to article 28 of the GDPR, detailing the nature, scope, purpose, and terms of personal data processing activities conducted by H.AI as a Data Processor on behalf of You.
- Data Processor: means H.AI, when processing personal data on behalf of You, as defined under Regulation (EU) 2016/679 (GDPR) and subject to the terms of the Data Processing Agreement. Disclosing Party: has the meaning defined in Article 15.
- Feedback: means any comment whether written or oral You provide Us regarding the precision, relevance, or performance of the particular Inputs, Actions or Outputs of the H Agent including noted inconsistencies or mistakes or any other general comment on our Tester-H Service. Force Majeure Events: means events within the meaning of article 1218 of the French Civil Code beyond the reasonable control of a Party that prevent or delay the fulfillment of contractual obligations, including but not limited to natural disasters, government actions, strikes, or technological failures.
- H Agent: means the Agent(s) developed by us or on our behalf made available to You as part of the Tester-H Service. H.AI, We, Our: means the provider of the Tester-H Service, H.AI, a French simplified joint-stock company, as described in the preamble of this Agreement.
- Input: means any data, file, document or content You put into the H Agent , including text commands or prompts or other instructions, queries or textual cues. Intellectual Property Rights, IPR: means all intellectual property rights throughout the world, whether existing under statute or at common law or equity, now or hereafter in force or recognised, including rights in and to: (a) patents, patent disclosures, inventions (whether patentable or not); (b) trademarks, service marks, business names, domain names, rights in get-up and trade dress, logos, goodwill and the right to sue for passing off or unfair competition; (c) copyright and neighbouring and related rights, designs, computer software, database rights, moral rights, utility models; (d) to use, and protect the confidentiality of, confidential information (including know-how and trade secrets); and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
- Outputs: means the results, responses, or deliverables produced by the H Agents, including but not limited to textual, and visual outputs. Parties: means the collective reference to You and H.AI, as defined in this Agreement.
- Receiving Party: has the meaning defined in Article 15. Subcontractors: has the meaning defined in Article 10.
- Terms of Service, ToS, Agreement: means the present terms of service, and any agreement of any nature applicable to Your use of the Tester-H Service included by cross reference therein. You, Your: means the person, whether a natural or legal person, accessing and using the Tester-H Service provided by H.AI under this Agreement.
Purpose and scope
Purpose
The purpose of the Agreement is to describe the rights and responsibilities of the Parties in connection with the provision and use of the Tester-H Service.
Contractual documents
These Terms of Service apply to any subscription, access to or use of the Tester-H Service by You.
Where H.AI processes personal data on Your behalf as Data Processor. In such a case, You may contact us at privacy@hcompany.ai to enter into a Data Processing Agreement with Us, as described in Article 14.
Otherwise, for any processing of personal data that We carry out as Data Controller, please refer to our Privacy Policy available here.
In case of any conflicts or discrepancies between these Terms of Service and any document included by cross-reference therein, the latter shall prevail.
Our Tester-H Service
Description of Tester-H
Unlike general-purpose automation tools, Tester-H Service is specifically tailored for website testers, offering a customized and adaptive approach, and is strictly limited to web test automation. It integrates the H Agent designed to achieve automation with industry-specific requirements.
Business Purpose
The Tester-H Service is specifically designed for professional and business use in the context of web test automation. Due to its intended purpose, functionalities, and technical nature, the Tester-H Service is not intended for personal, consumer, or non-professional use. By accessing or using the Tester-H Service, You represent and warrant that You are acting on behalf of a business, organization, or professional entity and that You have the necessary authority to enter into these Terms of Service and that the use of the Tester-H Service is strictly for professional purposes, and not for any consumer, personal or non-professional purposes.
Creating an Account
To get access to the Tester-H Service, you must create an Account on Our website. To do so, You must provide accurate and complete information to register to use Our Tester-H Service.
If you create an Account or use the Tester-H Service on behalf of another person or entity, you must have the authority to accept this Agreement on their behalf. To create your Account, You must be at least 18 years old or the minimum age required in your country to be considered as an adult person.
The access to Our Tester-H Service is strictly individual and non-transferable. Sharing of access credentials, whether intentional or accidental, with any third party is strictly prohibited. You therefore undertake to keep your user Account password confidential. If you believe someone is using your Account illegitimately, you shall notify us without delay by contacting us through the dedicated Discord channel
What is an Agent
Agents can be broadly defined as an entity that perceives percepts (sound, text, image, pressure, etc.) using sensors and reacts (using effectors) to its environment. Agents generally have the autonomy (defined as the ability to operate independently and make decisions without constant human intervention) and authority (defined as the permissions and access rights granted by You to perform specific actions within defined limits) to take action to achieve a set of specified goals in accordance with their purpose, thereby modifying their environment.
Agents' capabilities
The Tester-H Service is designed to facilitate web test automation through AI-driven natural language interactions. While it offers powerful testing capabilities for customer journey validation, it is not infallible and may have limitations in handling tasks that have not yet been thoroughly tested or explicitly defined. The effectiveness of the Tester-H Service depends on various factors, including the complexity of the test scenarios, system configurations, and the quality of test Inputs You provide. The Tester-H Service is designed to autonomously explore and interact with websites designated by You or on Your behalf. It can navigate both the specified websites and any additional sites accessible through links embedded within them, regardless of whether these sites belong to You. This capability allows for comprehensive end-to-end testing of customer journeys, ensuring a realistic simulation of user interactions across different web environments.
While the Tester-H Service operates with a high degree of automation, its actions remain confined to the scope of the tested websites and the functionalities they permit. In scenarios involving significant decisions (e.g. sending communications, executing transactions, or engaging in contractual processes) the Tester-H Service strictly adheres to the permissions and constraints of the tested sites. It does not exceed its intended testing framework or take independent actions beyond what is explicitly authorized within the testing environment. Safeguards are in place to prevent harmful or illicit activities.
Specifically, a prompt filtering system is implemented to block user requests that involve:
- Illicit activities.
- Toxic or harmful content.
- Sexually explicit material.
The H Agent will not access websites that fall into certain illicit categories, as defined by the blocklist maintained at UT Capitole Blacklists, including but not limited to: Aggressive, Cryptojacking, Dangerous Material, DDoS, Drugs, Fake News, Hacking, Malware, Phishing, Sect, or Stalkerware content. We reserve the right to modify, adapt, delete or add new categories at any time.
Accuracy
You acknowledge and agree that artificial intelligence, machine learning and Agents are evolving fields, and as a result, Outputs and Actions generated by Our Tester-H Service may not always be accurate, complete, up-to-date, or free from errors. The nature of AI models means that Outputs and Actions depend on the Inputs You provide, and the underlying technology may introduce unpredictability. Given these inherent limitations, You agree to:
- Evaluate Output and Actions accuracy: You should independently assess the accuracy, reliability, and appropriateness of any Output or Action before sharing it or acting upon it. Our Tester-H Service should not be relied upon as the sole source of truth or factual information, nor as a substitute for professional advice.
- Exercise human review: You should oversee the Actions of the H Agents where necessary, particularly for critical or sensitive applications.
We do not guarantee the accuracy, safety, or appropriateness of Outputs or Actions under all circumstances, and We disclaim any liability arising from reliance on Outputs or Actions. Outputs or Actions do not represent Our views, and if they reference third-party products or services, such references do not imply endorsement or affiliation.
Impactful decisions
You should avoid using the Tester-H Service in any impactful decisions and refrain from using any Output and/or Actions for purposes that could have legal, financial, or similarly material consequences for individuals, including but not limited to credit, education, employment, housing, insurance, legal, or medical decisions.
Your credentials
To ensure security, compliance, and best testing practices, You have the obligation to use generic or temporary test accounts rather than personal or production accounts when using the Tester-H Service for navigation and testing purposes. This minimizes risks related to unauthorized actions, unintended modifications, or exposure of sensitive information.
Outputs and Actions similarities
You acknowledge and agree that the Outputs and Actions generated by the H Agents may be similar or identical to Outputs and Actions generated for other users of the Tester-H Service. This is due to the nature of the underlying AI models and the commonalities in the Inputs provided by different users. H.AI does not guarantee the uniqueness of any Output or Action, and You are solely responsible for independently verifying and ensuring the appropriateness of any Outputs or Actions for their intended use.
Acceptable use
AI Agents involve inherent risks due to their autonomous capabilities, probabilistic nature, and potential for generating unpredictable or unintended outputs. Their use may lead to inaccuracies, biases, or other unintended consequences that could impact individuals, businesses, or society. As such, responsible deployment and oversight are essential to mitigate these risks.
H.AI is committed to ensuring that the H Agent operates within an ethical and legally compliant framework. By using Our Tester-H Service, You acknowledge the potential risks associated with AI Agents and agree to implement appropriate governance, monitoring, and safeguards
H.AI reserves the right to investigate any reported misuse and, at its sole discretion, take appropriate remediation measures, including but not limited to: Suspending the Account and access to the Tester-H Service of the responsible Account holder.
Terminating the Agreement. Reporting and cooperating with authorities.
H.AI will act in good faith to ensure responsible and compliant use of its Tester-H Service.
Contract duration
Subscription term
The term of this Agreement shall be for an indefinite duration. Termination
For convenience
You have the right to terminate the Agreement at any time with a 15 days notice.
For cause Either Party may terminate this Agreement upon written notice to the other Party if the other Party commits a material breach of the Agreement that remains uncured for fifteen (15) days after receiving written notice of such breach, in the event that such breach can be cured in the first place.
We may in particular take action to suspend or terminate your access to Our Tester-H Service or close your Account if: You breached this Agreement for suspension, or in case of material breach of this Agreement for termination.
We must do so to comply with applicable law.
Your use of our Tester-H Service could cause risk or harm to H.AI or anyone else.
Effects of termination
You shall immediately cease using the Tester-H Service.
All outstanding fees, if any, including applicable interest, shall become immediately due and payable.
Intellectual property
Ownership of H's Intellectual Property and license
As between You and Us, We retain all rights, title, and interest, including Intellectual Property Rights, in and to the H Agent and Our Tester-H Service, including but not limited to their underlying technology, software, source code, weights, parameters, architecture, design, AI model, documentation, and any updates, modifications, or enhancements thereto. You also acknowledge and agree that any Feedback You provide to H.AI, shall be the sole and exclusive property of H.AI. To the extent that any rights may exist in such Feedback, You hereby irrevocably assign and transfer all rights, title, and interest in and to the Feedback to H.AI, including any associated Intellectual Property Rights. H.AI shall have for the whole world the unrestricted right to use, modify, adapt, commercialize, distribute, and incorporate the Feedback into its Tester-H Service or any other products, without any obligation to You and without compensation. You waive any claims relating to the Feedback and agree not to assert any rights over its use.
Nothing in this Agreement shall be construed as transferring or granting any ownership rights including Intellectual Property Rights to You with respect to the H Agents and our Tester-H Service. All rights not expressly granted to You under this Agreement are reserved by Us.
We grant You with respect to the Tester-H Service, a limited, non-exclusive, non-transferable, worldwide, non-sublicensable, and revocable license to access and use the H Agents for Your own internal business purpose. Upon termination or expiration of this Agreement, Your license to use the Tester-H Service shall immediately cease, and You shall no longer have any access to or rights to use the Tester-H Service in any capacity.
Granted rights do not include:
Modifying, reverse-engineering, decompiling, or creating derivative works from Our Tester-H Service and/or the H Agents;
Accessing or using the source code of Our Tester-H Service and/or the H Agents. Bypassing, attempting to bypass, altering, disabling, or interfering in any way with the digital rights management measures integrated into the Tester-H Service.
Extracting whether by temporary or permanent transfer, any portion or entirety of the content from Our Tester-H Service, excluding Agent's Data related to your use of the Tester-H Service, by any means or form, including scraping. Merging or combining the Tester-H Service with any software, program, or technology, unless expressly authorized in this Agreement.
Granting licenses, sub-licenses, or access to the Tester-H Service, nor selling, reselling, lending, leasing, or distributing the Tester-H Service in any form to third parties, unless this is explicitly permitted under this Agreement.
Ownership of Agent's Data
You shall retain all rights, title, and interest, including Intellectual Property Rights, in and to Agent's Data created through Your use of the H Agents.
To the extent permitted by law, You hereby grant to Us a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, perform, from, and otherwise exploit the Agent's Data for research and development, product and service analysis and improvement including AI model training and improvement, compliance with applicable law, enforcement of our agreements, including this Agreement, and policies and keeping our Tester-H Service safe. This license shall survive the termination or expiration of this Agreement, ensuring Our continued rights to utilize the Agent's Data without limitation. To the extent applicable law does not authorize perpetual license, the duration of the license set forth in this Article shall be the greater of the duration of the protection of the applicable Intellectual Property Rights under applicable law, or seventy (70) years.
Obligations of the Parties
Your obligations
In addition to the obligations stated in other articles of this Agreement, You agree and undertake to:
Compliance with applicable laws Ensure all use of the Tester-H Service complies with applicable local, national, and international laws such as Regulation (EU) 2024/1689 ("AI Act") as applicable.
Accountability for Input Have all rights, licences, and permissions needed to provide Input to Our Tester-H Service.
Authorization to test the website Have all rights, licences, and permissions needed to access and test the website while using the Tester-H Service. You may only use the Tester-H Service to test any website for which You have express and written authorization to do so from the website owner.
Use of generic or temporary test account credentials
Use generic or temporary test account credentials instead of personal or production credentials when using the Tester-H Service. You acknowledge that the Tester-H Service is designed for automated testing purposes and must not be used to interact with development, staging or production environments in a manner that could disrupt the tested website, any third party service or product, alter real customer data, or lead to unintended actions. Permissible use of the Tester-H Service
Not reverse-engineer, decompile, or attempt to extract the source code or underlying algorithms of the Tester-H Service or the H Agents. Ensure that Your use of the Tester-H Service complies with the terms of service, robots.txt policies, security measures and access restrictions of the websites being tested. You must not use the Tester-H Service to bypass security measures, authentication measures, access restricted content without authorization, or engage in activities that could be interpreted as unauthorized web scraping or data extraction or otherwise in violation of the tested websites terms of use, technical protections and/or applicable law.
Operate the Tester-H Service within reasonable parameters, ensuring that automated testing activities do not generate excessive requests, overload servers, or cause undue strain on tested websites. You agree to monitor Your testing workflows and take appropriate measures to avoid triggering anti-bot mechanisms, denial-of-service protections, or excessive resource consumption on external systems. You also agree not to use the Tester-H Service for security testing, penetration testing, or any form of stress testing on websites without prior explicit authorization from the website owner. Acknowledge that the Tester-H Service operates autonomously and may not always produce accurate or intended results. You shall therefore actively monitor test executions and review all Outputs before relying on them for decision-making. Data protection
Ensure that Agent's Data, when it qualifies for personal data under Regulation (EU) 2016/679, is collected, processed, and shared in compliance with applicable data protection and privacy laws. Security Obligations
Implement appropriate safeguards to protect access credentials, API keys, and other authentication mechanisms of the Tester-H Service. Report any suspected security breaches, unauthorized access, or vulnerabilities related to the Tester-H Service immediately at : security@hcompany.ai.
Not to introduce malicious code, viruses, or any other harmful components into the Tester-H Service. Ownership of Intellectual Property
Acknowledge and respect the licenses of Intellectual Property Rights set out in Article 5. Account
Maintain accurate and up-to-date Account information, including contact details and payment information. Limit access to the Tester-H Service to authorized users within Your organization, as applicable, and monitor such use to ensure compliance with the Agreement.
Transparency and cooperation Provide commercially reasonable cooperation with Us in resolving issues, addressing incidents, or complying with legal obligations.
Termination Obligations Cease use of the Tester-H Service and any associated resources upon termination of the Agreement.
Delete or return, at Our discretion, any confidential information, API keys, or other materials belonging to Us upon termination of the Agreement, within ten (10) days of the termination of the Agreement, and in case of deletion, provide a written sworn certificate of the same. Third-Party compliance
Ensure that any person, including employees, contractors or third parties using the Tester-H Service on Your behalf comply with the terms of the Agreement.
Our obligations
We are committed to:
Provision of Tester-H Service Deliver access to our Tester-H Service and the H Agents in accordance with the terms of the Agreement, ensuring that they are made available to You in a professional manner.
Performance standards
We warrant that our Tester-H Service:
Will be maintained with reasonable care and skill, using industry standards and best practices for similar Tester-H Service.
Data security and confidentiality
We shall:
Implement appropriate technical and organizational measures to safeguard Your data including Agent's Data under Our control against unauthorized access, loss, or destruction, and in the case of personal data, We will implement the security measures described in the DPA.
Updates
We reserve the right to: Modify, update, or improve the Tester-H Service as needed, provided such changes do not materially degrade the functionality or usability of the Tester-H Service for You, unless such material degradation is required by applicable law in our reasonable discretion. Add or remove features or functionalities to improve our Tester-H Service or align with technological advancements.
Technical Support
We shall offer commercially reasonable technical support during standard business hours to address issues or questions relating to the use of our Tester-H Service.
Compliance with laws We shall ensure that Our Tester-H Service comply with applicable local, national, and international laws.
Service disruptions
While We will endeavor to minimize downtime or disruptions, We shall not be liable for: Interruptions caused by factors beyond Our reasonable control, including Force Majeure Events, third-party service failures, or actions attributable to You. Losses resulting from temporary unavailability of the Tester-H Service for maintenance, updates, or addressing security concerns.
Indemnification
Your Indemnification
You shall indemnify and hold Us harmless from and against any costs, losses, attorneys' fees, penalties, and damages incurred by Us resulting from any third party claim asserted against Us including but not limited to any claim of infringement or violation of any Intellectual Property Rights, image rights or privacy rights of a third party ("Claim") and arising from or relating to (a) Your violation of applicable law and/or the Agreement; (b) Agent's Data (except for Output and/or if such claim is primarily attributable to Our Tester-H Service).
Indemnification Procedure
Your obligation to indemnify Us shall be conditioned upon the providing of: (a) Our prompt written notice (in no event to exceed thirty (30) days) of any Claim, which We become aware; (b) the right for You to assume the exclusive defense and control of any matter that is subject to indemnification provided that You will not settle any Claim without Our prior express written agreement and that You will reasonably consult Us in the conduct of your defense and update Us of its progress; and (c) Our commercially reasonable cooperation with any reasonable requests to assist Your defense (at Your expense).
Liability
Your liability
You are liable for the actions, including Inputs, of You, Your employees, contractors, or third parties using our Tester-H Service through Your Account or on Your behalf.
You are liable for compliance with any applicable terms and conditions governing access and/or visit of websites and their content, document, or links, and Your Input, when such access and/or visit is done by You via the H Agent.
You are liable for any impact caused by the use of personal or production accounts as part of the Tester-H Service.
You are liable for any impact caused by Your use of the Tester-H Service on the tested websites and/or its users, and/or its owners.
You are liable for any unintended actions, misconfigurations, or incorrect test results if You fail to properly validate and supervise the Inputs, Actions, use and Outputs of the Tester-H Service.
Exclusion of liability
To the maximum extent permitted by law, neither We nor Our shareholders, employees, affiliates, licensors, agents, suppliers, or service providers will be liable for:
Breach of the Agreement arising from a Force Majeure Event or any circumstances attributable to Your actions or actions of Your employees, contractors, or third parties using our Tester-H Service through Your Account or on Your behalf ; Temporary unavailability of the Tester-H Service due to maintenance, upgrades, or suspension of Your Account in compliance with the Agreement;
Third-party content, websites, or links accessed, browsed and/or visited by the H Agent; Your failure to comply with third-party terms when using the Tester-H Service, such as terms of use of tested websites;
Any impact caused by the use of personal or production accounts as part of the Tester-H Service; Any impact caused by Your use of the Tester-H Service on the tested websites and/or its users, and/or its owners;
Any unintended actions, misconfigurations, or incorrect test results if You fail to properly validate and supervise the Inputs, Actions, use and Outputs of the Tester-H Service; Any loss or corruption of Agent's Data, interruption of business, loss of goodwill, loss of profits or revenues, loss of anticipated savings, or other indirect, incidental, special, punitive, or consequential damages;
Any losses or damages that were not reasonably foreseeable at the time of entering into this Agreement; Any damages or losses resulting from Your breach of the Agreement, misuse of the Tester-H Service, or failure to follow Our instructions;
Outputs generated by the Tester-H Service, including identical or similar Outputs generated as part of the Tester-H Service; Modifications to the Tester-H Service performed by You or any third party, whether or not in compliance with the Agreement.
Scope of liability limits and exclusions
The limitations and exclusions in this Article 8 apply to all claims, whether based on contract, tort (including negligence), strict liability, statutory liability, or any other legal theory, even if We have been advised of the possibility of such damages or if such damages were foreseeable; and regardless of whether the agreed remedies fail in their essential purpose.
Liability cap To the fullest extent permitted by applicable law, Our total aggregate liability during the Agreement will not exceed the greater of: (a) the total fees paid by You for the Tester-H Service in the six (6) months preceding the event giving rise to the claim, or (b) €300.
These caps apply regardless of the number or nature of claims, and You agree that any compensation received will exhaust any additional claims under this Agreement.
Warranties
The Parties acknowledge and agree that Agents and in particular H Agents, while based on advanced technologies, rely on statistical models and probabilistic algorithms and do not constitute an exact science. Consequently, it is expressly agreed that H Agents cannot guarantee total effectiveness or accuracy in their performance, predictions, or Outputs. Our Tester-H Service, including H Agents, should be regarded as an assistive tool and not as a failproof solution. We shall not be held liable for errors, omissions, or unexpected outcomes resulting from the use of the H Agents, insofar as these arise from the inherent nature of the technologies employed.
Therefore, to the fullest extent permitted by applicable law, the Tester-H Service is provided "as is" and "as available," without any warranties, representations, or guarantees, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, accuracy, or non-infringement. We do not warrant that the Tester-H Service will be uninterrupted, error-free, secure, or free from defects or that any errors or defects will be corrected.
Subcontractors
We may appoint subcontractors to perform any of Our obligations under this Agreement without Your prior authorization. We shall remain responsible for the overall delivery of Our obligations under this Agreement, as if those obligations were performed by Us.
Export controls and sanctions compliance
You acknowledge that the Tester-H Service provided by H.AI may be subject to applicable export control and sanctions laws and regulations, including but not limited to those imposed by the European Union, the United States, the UK, France and other jurisdictions. By accessing or using the Tester-H Service, You represent and warrant that:
You are not located in, organized under the laws of, or a resident of a country or territory subject to comprehensive sanctions or embargoes, including but not limited to Cuba, Iran, North Korea, Syria, or the Crimea, Donetsk, and Luhansk regions of Ukraine.
You are not identified on any government-issued list of prohibited or restricted parties. You shall not, directly or indirectly, use, export, re-export, transfer, divert, or disclose any portion of the Tester-H Service or related technology:
To or for the benefit of any entity or individual prohibited under applicable export control or sanctions laws; or
In any manner that would cause H. AI or its affiliates to be in violation of applicable export control or sanctions laws. We reserve the right to monitor usage of the Tester-H Service to ensure compliance with export control and sanctions laws.
We reserve the right to monitor usage of the Tester-H Service to ensure compliance with export control and sanctions laws If We determine, in our sole discretion, that Your use of the Tester-H Service violates such laws or poses a risk of non-compliance,
We may immediately suspend or terminate access to the Tester-H Service without liability or notice.
It is Your responsibility to remain informed of, and comply with, all relevant export control and sanctions regulations as they apply to the use of the Tester-H Service.
Audit
We reserve the right to conduct audits of Your use of the Tester-H Service to ensure compliance with the terms of this Agreement, including but not limited to adherence to applicable laws, export control and sanctions regulations. Such audits may include a review of Your systems, processes, and records relevant to their use of the Tester-H Service. Audits may be carried out by Us or a qualified independent third party appointed by Us, which is subject to strict confidentiality obligations, and which is not a direct competitor of You.
To initiate an audit, We shall provide You with at least fifteen (15) days' prior written notice, specifying the scope, purpose, and proposed date of the audit. The audit shall be conducted during regular business hours and in a manner that minimizes disruption to Your business operations. You agree to provide reasonable cooperation during the audit, including granting access to relevant personnel, systems, and documentation necessary to perform the audit.
If any non-compliance or violation is identified during the audit, You shall promptly take corrective actions to address the issues raised by H.AI. In the event of material non-compliance, We reserve the right to suspend or terminate Your access to the Tester-H Service in accordance with Article 4 and You shall bear the entirety of the costs associated with the audit.
Beta Tester-H Service
Unless otherwise modified by this Article, all applicable provisions of the Agreement apply to the Beta Tester-H Service.
Access to beta, financial conditions and duration
You may access the Tester-H Service provided in Beta mode ("Beta Tester-H Service") through an invitation of H.AI, which upon your acceptance, will create you an account to access the Beta Tester-H Service.
The Beta Tester-H Service is provided for free.
The Beta Tester-H Service is provided for the duration indicated in the Beta Tester-H Service invitation or in absence of indication, for an indefinite duration. If the Beta Tester-H Service is provided for an indefinite duration, each Party may terminate the Beta Tester-H Service for convenience with a three (3) days prior notice.
No warranties
You acknowledge that any Beta Tester-H Service following a Beta Tester-H Service offer by Us is offered "as is" and "as available," without any warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.
Liability
To the extent permitted by applicable law, We shall have no liability whatsoever for any damages, losses, or claims arising from the use of Beta Tester-H Service. You use Beta Tester-H Service entirely at Your own risk and only for the duration set forth in the Agreement.
In the event where our liability could not be excluded by applicable law, our overall liability for the provision of the Beta Tester-H Service would be limited to a hundred (100) euros.
We reserve the right to seek legal remedies, including but not limited to monetary damages, equitable relief, and specific performance, in the event of any breach of the Agreement by You.
Intellectual Property Rights
All materials, access, and information provided for testing purposes remain the sole property of H.AI. Any derivative works, ideas, or improvements derived from testing the Beta Tester-H Service are deemed to be the exclusive property of H.AI, with no rights of ownership or compensation to You.
Feedback and testing restrictions
Any Feedback, comments, or reports related to the Beta Tester-H Service must be submitted solely to Us and may not be shared with any third parties.
No unauthorized sharing or disclosure
By derogation to Article 15.3, You agree not to share, disclose, or distribute any information related to the Beta Tester-H Service You are testing, either publicly or privately, without Our prior written consent. Consequently, You agree not to make any statements, comments, or announcements regarding Your involvement with Our Beta Tester-H Service, either online or offline, without Our prior written consent. This includes refraining from posting about Our Beta Tester-H Service on social media, blogs, or any other public or private forums without Our prior written consent.
Available features
The Beta Tester-H Service, due to their intrinsic nature, may not support specific functionalities, such as, but not limited to: extracting Agent's Data, and the safeguards and prompts filtering referred to in Article 3.5.
Data protection
Processing You carry out as Data Controller
As set out in the DPA and to the extent described in the DPA, You are the Data Controller for the processing of personal data resulting from Your Use of the Tester-H Service. Accordingly, You undertake to comply with all applicable data protection and privacy laws when using the Tester-H Service, including but not limited to the provision of information on Your processing to data subjects in accordance with all applicable data protection and privacy laws. Where You act as Data Controller, the DPA shall govern the processing of these personal data in the context of Our contractual relationship, and We shall act as Data Processor. By using the Tester-H Service, You agree to the DPA, which is incorporated by reference into these Additional Terms. Processing We carry out as Data Controller
If the use of the Tester-H Service involves the processing of personal data during website navigation or testing, we may process such personal data as Data Controller, as described in our Privacy Policy available at: https://www.hcompany.ai/privacy-policy. You undertake to make H.AI's Privacy Policy accessible to any data subject, as required by applicable data protection and privacy laws.
Confidentiality
Definition of Confidential Information
During the performance of this Agreement, each Party ("Disclosing Party") will provide the other Party ("Receiving Party") with the Disclosing Party's confidential information. Confidential information shall include: any other information that is treated or marked as confidential, restricted or proprietary by the Disclosing Party and would reasonably be understood to be confidential, restricted or proprietary whether or not so marked or proprietary whether or not so marked or disclosed orally; Intellectual Property Rights of the Disclosing Party; any and all non-public information belonging or relating to third party suppliers or subcontractors of any Party,; without limitation, all information and materials (in any medium), respecting, comprising, describing, embodying or incorporating the services, products, strategic, business and financial plans, customer lists and software code of the Disclosing Party, including in each case, any trade secrets and other proprietary ideas, concepts, know-how, methodologies and information described in any of the foregoing categories, whether or not incorporated in materials produced by a Party ("Confidential Information").
Confidential Information shall not include information that is: becomes publicly known through no wrongful act of the Receiving Party; rightfully received by the Receiving Party from a third party without restriction and without breach of this Agreement; that is independently developed by the Receiving Party without using any Confidential Information of the Disclosing Party.
Use and protection of Confidential Information
During the Agreement and for a period of five (5) years from the date of its expiration or termination (including all extensions thereto), the Receiving Party agrees to maintain in strict confidence all Confidential Information in its possession of the other Disclosing Party. The Receiving Party shall, only use the Disclosing Party's Confidential Information for the performance of its duties and obligations under this Agreement, except as otherwise authorized under the Agreement such as Agent's Data. The Receiving Party shall use, and shall take reasonable steps to arrange for other persons authorised to receive the other Party's Confidential Information to use, at least the same degree of care to protect the Disclosing Party's Confidential Information as it uses to protect its own Confidential Information but in no circumstances less than the appropriate standard that would be expected for the protection of similar Confidential Information.
Disclosure of Confidential Information to employees and others
In accordance with Article 15.2 the Receiving Party may disclose Confidential Information to: its employees, contractors, or subcontractors on a need-to-know basis, provided that the Receiving Party has taken reasonable steps to ensure that such Confidential Information is kept strictly confidential consistent with the confidentiality obligations imposed hereunder, including: instructing such employees not to sell, lease, assign, transfer, use outside their scope of employment or reveal any Confidential Information without the consent of the Disclosing Party; and obtaining the written agreement of its employees to comply with the requirements of this Article. external legal counsel, financial counsels or accountants provided such disclosure is made under lawyer-client privilege or subject to strict obligations of confidentiality; as explicitly authorized by the Agreement, such as the use of Agent's Data by Us pursuant to Article 5.2 provided that the Receiving Party shall require the execution by the third-party recipient of a non-disclosure agreement substantially similar to the confidentiality obligations contained in this Agreement.; or subject to the prior written consent of the Disclosing Party (which consent shall not be unreasonably withheld), other persons in need of access to such Confidential Information for purposes specifically related to a Receiving Party's exercise of its rights or performance of its responsibilities under this Agreement, provided that the Receiving Party shall require the execution by the other person of a non-disclosure agreement substantially similar to the confidentiality obligations contained in this Agreement.
Return or destruction of Confidential Information
The Parties agree that upon the expiration or termination of this Agreement, the Receiving Party shall, within thirty (30) calendar days, return the requested Disclosing Party's Confidential Information (including any copies, extracts, descriptions and summaries thereof) to the Disclosing Party except if the Receiving Party is authorized per the Agreement or required pursuant to applicable law or if such retention is necessary to preserve its authorized per the Agreement or required pursuant to applicable law or if such retention is necessary to preserve its rights under the Agreement to keep the Confidential Information, such as the use of Agent's Data per Article 5.2, or, with the Disclosing Party's written consent, shall promptly destroy it (and any copies, extracts, descriptions and summaries thereof) and shall further provide the Disclosing Party with written certification of the same.
Required disclosure
The confidentiality obligations imposed by this Article do not apply to the extent, but only to the extent, that Confidential Information must be disclosed pursuant to a court order or as required by any regulator of a competent jurisdiction. The Receiving Party ordered to disclose the Disclosing Party's Confidential Information shall notify the Disclosing Party immediately upon receipt of such an order, provided that such notification is not prohibited by applicable laws and shall assist the Disclosing Party in resisting such disclosure. If such disclosure must be made, the Receiving Party shall use its best efforts to obtain a protective order or comparable assurance that the Confidential Information disclosed shall be held in confidence and not be further disclosed without the Disclosing Party's prior written consent.
Notification, mitigation and remedies
If the Receiving Party becomes aware of any loss, destruction, alteration, unauthorised use or disclosure of the Confidential Information of the Disclosing Party, the Receiving Party shall promptly and fully notify immediately the Disclosing Party of all facts known to it concerning such loss, destruction, alteration, unauthorised use or disclosure and take all reasonable steps to mitigate any potential harm or further disclosure, alteration, loss or destruction of such Confidential Information.
Changes to our Agreement
We retain the right to make non-substantial changes to this Agreement at any time without prior notice.
For significant changes that may impact You, we will notify You at the email address provided during registration at least thirty (30) days before such changes take effect. If You do not agree with the substantial modifications, You have the option to terminate this Agreement in accordance with the provisions outlined in Article 4 of this Agreement.
General clauses
Relationship between the parties
The Parties are independent contractors, and nothing in this Agreement shall be construed to create any partnership, joint venture, agency, or employment relationship between them. Neither Party shall have the authority to bind or obligate the other in any manner except as explicitly stated in this Agreement. Each Party is solely responsible for its own actions and omissions.
Communications
All communications, notices, and approvals required or permitted under this Agreement shall be in writing and sent to the contact information provided by the Parties. We may communicate with You electronically via email or in Your Account, and such communications shall be deemed delivered when sent.
Non-waiver
No failure or delay by any Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of such right, power, or remedy, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof.
Severability
If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from the Agreement and the remaining provisions shall remain in full force and effect. The Parties agree to replace any invalid or unenforceable provision with a valid and enforceable provision that closely approximates the original intent and economic effect.
Assignment
You may not assign, transfer, or sublicense this Agreement or any of its rights or obligations hereunder without Our prior written consent.
We may assign or transfer this Agreement, in whole or in part, to any affiliate or in connection with a merger, acquisition, or sale of assets, without Your consent.
Survival clause
Notwithstanding the termination or expiry or all or part of the Agreement, it is agreed that the provisions that are intended by their nature to survive termination will survive and continue in full force and effect in accordance with their terms, including for illustrative purposes Article 5 "Intellectual Property", Article 8 "Liability", Article 9 "Warranties", Article 12 "Audit", Article 14 "Data Protection", Article 15 "Confidentiality", and Article 18 "Governing law and jurisdiction".
Governing law and jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of France.
Any disputes arising out of or in connection with this Agreement, including its validity, interpretation, execution, or termination, shall fall within the exclusive jurisdiction of the Tribunal des Activités Économiques ("Tribunal of Economic Activities") of Paris.