PRELIMINARY STATEMENT

These terms of service (the "Terms"), together with the Privacy Policy and, where applicable, the Data Processing Agreement and the Order Form incorporated therein, govern access to and use of Dialog's Services. They apply generally to the use of the Services and constitute a contract between the Client subscribing to the Services and the company providing the Services, Dialog.

By completing the registration process, accessing or using the Services, or accepting the Terms, the Client acknowledges having read and understood the Terms and agrees to be bound by them. The Client understands that use of the Services is for commercial/business purposes only. If the Client does not agree with the Terms, does not have the legal authority to accept them, or does not understand them, then the Client shall not use the Services. The User acknowledges having accepted the Terms before any use of the functionalities of the Services.

The Client's general terms and conditions of purchase or any other similar document issued or customarily used by the Client shall not apply to the Services.

Dialog reserves the right to modify the Terms at any time. In such a case, Dialog shall notify the Client at least 30 days prior to any material changes, including price changes. If the Client continues to use the Services on or after that effective date, the Client agrees to the new Terms and to be bound by them. If amendments to the Terms are substantial and require the Client's consent, Dialog will notify the Client in order to obtain such consent. If the Client does not agree to the Terms, the Client may terminate its subscription under the conditions set forth in Article 4. Where an Initial Period (as defined below) is specified by the Parties in the Order Form, the Terms available at the date of subscription apply during the Initial Period and, if any, the following renewals.

Where the Services are provided to the Client and Users free of charge, the Terms are supplemented by Appendix 1.

ARTICLE 1 – DEFINITIONS

The terms beginning with a capital letter in the Terms and listed below shall have the following meaning:

Client: the client subscribing to the Services.

Client Data: Client content that the Client provides, stores or processes through the Services, including (i) elements and content provided by the Client to develop the Services (i.e. to create or enrich the AI knowledge base for the AI chat widget), (ii) Client or User information, (iii) any suggestions, feedback or ideas from the Client, User or End-Users, and (iv) End-Users data and any other personal information the Client provides about its End-Users.

Company or Dialog: DIALOG, a French company (société par actions simplifiée), registered under number 922 195 300 with the Paris Trade and Companies Registry, whose registered office is at 3 boulevard de Sébastopol, 75001 Paris, France.

Data Protection Regulation: Regulation (EU) 2016/679 of 27 April 2016 (GDPR) and the French Data Protection Act (Law no. 78-17 of 6 January 1978).

Intellectual Property Rights: all intellectual property and related rights (copyright, trademark rights, patent rights, trade names, databases) as protected by the French Intellectual Property Code and applicable international conventions.

End-Users: the customers of the Client, visiting a Client's website, application or domain integrated with or using the Services.

Party(ies): collectively or individually, Dialog and the Client.

Platform: the platform operated and made available by Dialog to the Client, accessible at https://app.askdialog.com/login, allowing the Client and its Users to analyze data from End-Users.

Privacy Policy: the privacy policy for the Client and Users of the Services.

Order Form: any applicable ordering document between the Parties that specifies mutually agreed rates for the Services and other commercial terms. In the event of contradiction, the Order Form takes precedence over the Subscription plans.

Services: the services provided by Dialog to the Client in accordance with these Terms, including providing the Platform.

Subscription: Dialog's subscription plan to the Services, detailing the fees and features.

Terms: these terms of service, which incorporate the Privacy Policy, the Data Processing Agreement and the Order Form.

User: any individual and/or legal entity authorized by the Client to use the Services. Users must be at least eighteen (18) years of age.

ARTICLE 2 – ACCESS TO THE SERVICES

The Services and the Platform are for professional use only.

To use the Services and the Platform, the Client must (i) subscribe to the Services (free of charge or for a fee according to the applicable Subscription or, if any, Order Form) and (ii) create an account for Users.

The account may be created by following Dialog's instructions. If needed, Dialog may create the account for Users on behalf of the Client. Users must provide a valid email address, which Dialog reserves the right to verify at any time.

The account on the Platform is strictly personal and shall not be used by any other person without the User's supervision. Users shall not assign or share their account with any third party. The Client is solely responsible for (i) compliance with the Terms by the Users and End-Users and (ii) use of the Services through User accounts.

Dialog will not be liable for any loss or damage arising from Users' failure to comply with the above requirements.

Users undertake not to use the Services, including the Platform and the AI chat widget, for illegal or damaging purposes, including mass mailing of unsolicited email. Dialog cannot be held liable in the event of erroneous or misleading information provided by the Client or Users.

ARTICLE 3 – DESCRIPTION AND USE OF THE SERVICES

Dialog is a SaaS solution designed specifically for online retailers for their professional use only. During the term of the Subscription or, if any, the Initial Period and its renewals, Dialog shall provide the Client with the Services, subject to these Terms and the applicable Order Form.

Dialog delivers an AI-driven chat widget for the Client's storefront and a back-office Platform for configuration and analytics. When the Client installs Dialog via its e-commerce platform (Shopify, PrestaShop, etc.), the Dialog integration module syncs with the product catalog and content library, and builds a structured, searchable knowledge base from this content.

The AI chat widget provides Client-branded responses to End-User queries, and the Client is enabled to integrate it into product pages, display pre-written prompts, open an input field for product-related questions, and surface product recommendation cards when relevant.

The Platform enables the Client to configure the AI chat widget (enrich the AI knowledge base, fine-tune AI behavior, curate pre-written questions), manage its workspace, and measure and optimize chat performance with analytics and insights.

The Client, Users and End-Users may provide feedback when using the Services. The Client acknowledges and agrees that Dialog may use feedback and e-commerce customer journey data, together with associated queries, responses and interactions with End-Users, to train Dialog's AI models and technologies or to improve Dialog's Services. Only generic and anonymized information, which does not identify the Client, Users or End-Users and does not integrate Client Confidential Information, may be incorporated into the Services or Dialog technologies.

The Client shall not use the Services in a manner that infringes anyone's rights; violates any law or regulation; is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene or otherwise objectionable; attempts to obtain another user's security information; violates the security of any computer network; or interferes with the proper working of the Services.

ARTICLE 4 – TERM

4.1. Term and termination. Unless the Services are provided free of charge, or unless otherwise agreed in the Order Form, the term of the Client's Subscription is indefinite. The Parties may determine a specific term in the Order Form (the "Initial Period"), automatically renewed for equal periods unless the Client provides at least thirty (30) days' written notice prior to the end of the Initial Period or any renewal. If the term is indefinite, each Party may terminate at any time subject to sixty (60) days' notice by registered letter with acknowledgement of receipt. Either Party may terminate for uncured material breach within thirty (30) days of written notice. Dialog may suspend or terminate access, without compensation, if the Client or User breaches the Terms or applicable laws, fails to pay fees when due, where required to comply with law, or where continued use could cause risk or harm.

4.2. Consequences of termination. Termination does not affect accrued rights or obligations, including payment of amounts due. Provisions intended to survive termination will survive, including confidentiality, intellectual property, payment obligations and limitations of liability. Upon termination, the Client and Users will no longer access the Services; accounts and Client Data will be deleted. Upon the Client's written request within fifteen (15) days before termination, Dialog will send the Client Data in a structured, commonly used and readable format within thirty (30) days. Except where solely Dialog's fault, Dialog provides no refunds for unused time prior to the end of the Initial Period.

ARTICLE 5 – FEES

5.1. Financial terms. Except where provided free of charge, the Services are provided according to the fees applicable to the Subscription or specified in the Order Form. Except as otherwise agreed in writing, fees are determined according to monthly unique visitors on the Client's website or application. Dialog reserves the right to change features and pricing at any time, with notice of material changes. Unless otherwise agreed in an Order Form, the Client is billed monthly in advance. Payment processing is provided by Stripe Payments Europe, Ltd. or Shopify. In the event of late payment, a penalty equal to three (3) times the annual legal interest rate applies, plus liquidated damages of forty (40) euros for recovery costs; if unpaid within fifteen (15) calendar days of a formal notice, Dialog may suspend the Services and/or terminate the agreement.

5.2. Audit right. Dialog may audit the Client's use of the Platform and Services, in particular to verify compliance and correct payment based on monthly unique visitors. Audits are at Dialog's expense, but the Client shall reimburse audit costs if an underpayment is revealed, and Dialog may increase the fees accordingly.

ARTICLE 6 – INTELLECTUAL PROPERTY

6.1. Dialog's intellectual property. All brands, illustrations, texts, images, software, algorithms, artificial intelligence, site architecture and other elements used to provide the Services are protected under intellectual property law. Dialog grants the Client and its Users a personal, limited, worldwide, royalty-free, non-assignable, non-sublicensable and non-exclusive license to use the Services for business use only during the term. Only Dialog may maintain, enhance or modify the Services and Dialog technology unless otherwise agreed. The Client and User may not copy, reproduce, distribute, modify, translate, disassemble, decompile, reverse engineer or create derivative works from the Services; circumvent usage limits; remove proprietary notices; modify the Dialog interface (in particular the AI chat widget); or access the Services to build a competitive product or copy its features. Any unauthorized use will be prosecuted under articles L.335-2 et seq. of the French Intellectual Property Code. Dialog's name and figurative trademark are protected; use without prior written consent is prohibited. During the term, Dialog may refer to the Client (including logos) publicly as a customer.

6.2. Client's intellectual property. The Client owns and retains ownership of Client Data. The Client grants Dialog a non-exclusive, royalty-free, transferable, sublicensable, worldwide license to access, use, store and reproduce Client Data to (i) provide the Services and (ii) use anonymized Client Data to train, modify and improve the Services or Dialog technologies, provided only generic Client Data which does not identify the Client, User or End-Users and does not integrate Client Confidential Information is used. The Client represents and warrants that it owns or has all rights necessary to grant the above license and that use of the Client Data will not breach third-party rights.

6.3. Integrated services. Dialog may allow the Client to integrate third-party services, governed by their applicable terms. The Platform may contain links to third-party sites provided as a convenience and not as an endorsement; Dialog excludes responsibility for their content.

6.4. Confidentiality. "Confidential Information" means all confidential and proprietary information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party"), including the terms of these Terms, Client Data, the Services, business and marketing plans, technology and product designs. It excludes information that is or becomes public without breach, was already known, was independently developed, or was received from a third party without breach. The Receiving Party shall not disclose or use Confidential Information outside the scope of these Terms without prior written permission; Dialog may disclose this agreement to its actual and prospective investors, advisers and partners. Each party shall protect the other's Confidential Information with at least reasonable care.

ARTICLE 7 – PRIVACY

7.1. Client and User data (controller). Dialog processes personal data about the Client and Users as a data controller to (i) provide the Services and (ii) manage the relationship, including billing, payment or marketing, in accordance with the Privacy Policy. The Client undertakes to provide this Privacy Policy to the Users.

7.2. End-Users data (processor). To provide the AI chat widget, Dialog does not use End-Users' personal data. Dialog's Services are not construed to process personal data and, unless otherwise specified, shall not be used by the Client for this purpose. The Client shall instruct End-Users to refrain from communicating personal data, and Dialog shall make commercially reasonable efforts to purge accidental personal data. If the Client intends to process personal data via the Services, this must be agreed and specified in an Order Form; in that case Dialog is the Client's processor, and the Client must provide adequate privacy notices, obtain necessary consents, process data lawfully, and execute the Data Processing Agreement.

7.3. Cookies. To provide the Services, in particular the AI chatbot widget, Dialog must use and download cookies on End-Users' terminal equipment via the Client's website (e.g. to ensure the technical continuity of the chatbot and keep a conversation history). As such technologies are governed by article 82 of the French Data Protection Act, the Client undertakes to obtain End-Users' consent and to transfer it to Dialog.

ARTICLE 8 – LIABILITY, WARRANTIES AND INDEMNIFICATION

Limitation on indirect liability. Neither Party is responsible for any other person's (except Users') errors, acts, omissions, negligence or intentional conduct. In no event shall either Party be liable for indirect damages relating to the Services, even if advised of the possibility.

Limitation on amount of liability. To the maximum extent permitted by law, each Party's aggregate liability for all claims relating to these Terms shall not exceed the fees paid by the Client to Dialog in the previous twelve (12) months preceding the event.

Exceptions. These limitations do not apply to breaches of a Party's Intellectual Property Rights, payments due from the Client, or the indemnification obligations. Any claim must be made no later than two (2) years from when the complainant became or should have become aware of the relevant facts, by registered letter with return receipt.

8.1. Dialog's obligations. Dialog shall maintain the security and integrity of the Services and Client Data according to the state of the art and use commercially reasonable efforts to keep the Platform accessible 24/7, without guaranteeing permanent availability. Dialog may interrupt the Services for updates and maintenance without compensation, making reasonable efforts outside peak hours. Dialog guarantees the Client against third-party intellectual property claims concerning use of the Services, and warrants that it has authority to enter into these Terms and that the Services will conform in all material respects. Dialog is not liable for internet or hosting difficulties for which it is not at fault, errors in Client Data or conversation analysis, internet security breaches beyond its control, or errors resulting from data provided by the Client.

8.2. Client's obligations. The Client and Users are liable for their access to and use of the Services; all content provided and compliance with the Terms, including obtaining all necessary rights, permissions and consents for Client Data (including End-Users data); the accuracy, quality, integrity, legality and appropriateness of all Client Data; assigning a qualified person to oversee the Services; any misuse by its Users; their internet connection and equipment (recent, virus-free, up-to-date browser); and any payment incident. The Client warrants Dialog against any recourse by third parties (including End-Users) resulting from use of the Services contrary to the Terms, and warrants that it has authority to enter into these Terms and that Users will comply with the Terms and applicable laws. The Client shall indemnify, defend and hold Dialog harmless from third-party claims arising from (i) misuse of the Services in breach of the Terms or laws, (ii) Client products or Dialog Services made available to End-Users, and (iii) Client Data, subject to prompt written notice, Dialog's control of the defense, and the Client's reasonable cooperation.

ARTICLE 9 – MISCELLANEOUS

Right of withdrawal. The Services are for professional use only; as the agreement is a distance contract between professionals, the right of withdrawal is expressly excluded.

Severability. If any provision is held null or unenforceable, it is severable and the remaining provisions remain valid; the Parties shall replace it with a provision of equivalent effect.

Non-waiver. Failure to invoke a stipulation is not a waiver of it; a waiver in a specific situation is not a general waiver.

Force majeure. As defined in article 1218 of the French Civil Code. Neither Party is liable, other than for overdue payment, for failure to perform due to force majeure.

Assignment. Dialog may assign its rights and obligations to an affiliate, subsidiary or successor, subject to prior notice. The Client may not assign without Dialog's prior written consent (not to be unreasonably withheld).

Independent contractors. The Parties are and remain independent; nothing creates any subordination, partnership, joint venture, employment, franchise or agency relationship.

Good faith. The Parties shall behave as loyal counterparties and perform their obligations in good faith.

Agreement on proof. Data collected and stored via the Platform have evidential value and constitute valid, admissible evidence with the same probative force as a written document.

Governing law and jurisdiction. The Terms are governed by and interpreted in accordance with the laws of France. To the extent permitted by law, the Paris (France) courts shall have jurisdiction over all disputes arising out of or in connection with the Terms and the Services, regardless of plurality of defendants or indemnification provisions.

APPENDIX 1 – SPECIAL TERMS FOR FREE SUBSCRIPTIONS

Dialog may provide access to the Platform and Services under a free subscription. These special terms (the "Special Terms") supplement the Terms and prevail in case of contradiction. Under two hundred (200) conversations per month, access is provided free of charge. Dialog may create new functionalities and choose not to include them in the free subscription.

To the maximum extent permitted by law, the Platform and Services are provided "AS IS" without warranty of any kind. Dialog does not warrant that the Platform will meet the Client's requirements, be uninterrupted or error-free, or comply with regulatory requirements applicable to the Client. Given that use is free of charge, Dialog is not liable for any direct or indirect damage, in particular operating or financial loss, resulting from use of or inability to use the Platform or Services. No claim may be brought more than 12 months after the cause of action accrues, in accordance with article 2254 of the French Civil Code.