Dated November 5, 2024
1. Definitions
In the context of these GTCS, the following terms are defined as follows:
- CoCo: Refers to the artificial intelligence application developed by Neural Odyssey to automate interactions via WhatsApp.
- Client: Refers to the company or legal entity using CoCo for its professional activity.
- End User: Refers to the Client’s customers, i.e., the individuals receiving messages from CoCo via WhatsApp.
- Application: Refers to the CoCo software and all its associated features.
The CoCo application is developed and marketed by Neural Odyssey (SIREN 933118853), whose head office is located in France (60 RUE FRANCOIS 1ER, 75008 PARIS).
These General Terms and Conditions of Sale govern the use of the CoCo application, an artificial intelligence solution integrated with WhatsApp for Shopify stores.
2. Application Features and AI Actions
CoCo utilizes artificial intelligence technologies to automate interactions on WhatsApp. Due to the experimental nature of AI, the generated responses may contain errors, inaccuracies, or outdated information. Neural Odyssey does not guarantee the accuracy or relevance of the responses provided by CoCo.
The Client is required to use the test interface to verify, adjust, and validate the responses before sending them to End Users. Due to the non-deterministic nature of AI, results may vary, and responses observed during tests may differ from those provided in real-time.
CoCo is not intended to replace human assistance and should be used as support, without substituting legal, financial, or professional advice. Information generated by CoCo is not guaranteed for accuracy in these areas and does not replace the opinion of a competent professional.
3. Use of WhatsApp and Responsibility Related to Meta
The CoCo application operates via the WhatsApp platform, owned by Meta Platforms, Inc. Neural Odyssey cannot be held responsible for interruptions, malfunctions, or modifications of WhatsApp or Meta services or 360dialog (which enables the use of the WhatsApp API), including, but not limited to, server failures, connectivity issues, or changes in WhatsApp’s usage policies.
In the event of failure, unavailability, or malfunction of WhatsApp or Meta’s services resulting in an interruption or alteration of the CoCo service, Neural Odyssey disclaims all liability for direct or indirect consequences, such as financial losses, data loss, or damage to reputation.
4. Limitation of Liability Clause in Case of Service Interruption
Neural Odyssey makes every effort to ensure the availability and performance of the CoCo application. However, in case of temporary or prolonged service interruption, including but not limited to planned maintenance, technical failure, server downtime, network incidents, or any other event beyond our control (such as force majeure or failure of third-party services like Meta’s messaging platforms or 360dialog), Neural Odyssey disclaims all liability for direct or indirect consequences that may result from these interruptions, such as data loss, loss of revenue, loss of clientele, or any damage to the Client’s reputation.
Service interruptions may occur to allow planned maintenance operations. Whenever possible, Neural Odyssey will inform the Client in advance of any scheduled interruption, except in cases of emergency.
The Client acknowledges and agrees that no compensation or reimbursement will be due by Neural Odyssey in case of CoCo service interruption, regardless of its duration or cause. The Client is responsible for planning alternative solutions to ensure the continuity of its activity in case of temporary or prolonged unavailability of CoCo and fully accepts the possibility of CoCo service interruption for an indefinite period.
This clause constitutes a complete limitation of liability and excludes any claim against Neural Odyssey for any prejudice, damage, or loss resulting from a service interruption of the CoCo application.
5. Obligations and Responsibilities of the Client
The Client agrees to:
- Continuously verify, validate, and monitor the responses generated by the AI via the test interface.
- Ensure that communications sent via CoCo comply with applicable laws and regulations, including data protection, consumer rights, and privacy laws.
- Obtain necessary consents from End Users to contact them via WhatsApp and process their personal data, in accordance with the GDPR and Meta’s policies.
- Ensure legal compliance in the use of CoCo with applicable local laws and regulations, notably regarding messaging, advertising, and consumer protection.
- Not use the tool for spam or any malicious purpose, nor divert the AI from its sincere and honest goal of selling and advising.
The Client acknowledges and accepts that the use of AI involves inherent risks, and that Neural Odyssey cannot be held responsible for errors or omissions resulting from the use of CoCo. The Client is solely responsible in case of non-compliance with these requirements.
6. Commitment Period and Termination
The CoCo application is offered without a minimum commitment period. The Client can install and uninstall the application at any time from their Shopify store. Uninstalling the application automatically terminates these GTCS, without prejudice to previously contracted obligations.
7. Right of Withdrawal
In accordance with the provisions of the Consumer Code, the professional Client does not benefit from the 14-day right of withdrawal applicable to consumers.
8. Pricing and Payment Terms
The rates of the CoCo application are indicated in euros or U.S. dollars, excluding taxes, on the application’s page on Shopify and on the official website my-coco.ai. Payment is managed by the Shopify platform, and billing and payment terms are subject to Shopify’s general conditions. Neural Odyssey does not have access to the Client’s payment information, except for external payments made via the Stripe platform.
9. Warranty Limitation and Disclaimer of Liability
Neural Odyssey does not guarantee that the use of CoCo will result in increased sales, effective recovery of abandoned carts, or any other specific commercial benefit.
In no event shall Neural Odyssey be liable for indirect damages, including but not limited to loss of profits, loss of revenue, loss of clientele, or any other economic loss. Neural Odyssey cannot be held responsible for delays or failures resulting from circumstances beyond its control, including network failures, interruptions of Meta’s services, or any other force majeure event.
In the event that the AI provides unexpected information or indications, Neural Odyssey cannot be held responsible.
10. Limited Warranties
Neural Odyssey provides the CoCo application and its associated services “as is” and, to the extent permitted by law, without any express or implied warranty. This includes, without limitation, implied warranties of merchantability, fitness for a particular purpose, and non-infringement of third-party rights. Neural Odyssey does not warrant that the use of CoCo will be uninterrupted, error-free, secure, or that the results obtained will meet the Client’s specific expectations. The Client acknowledges that the use of CoCo is at their own risk.
11. Indemnification
The Client agrees to indemnify and hold harmless Neural Odyssey, as well as its officers, employees, partners, and affiliates, from any claim, lawsuit, demand, loss, damage, cost, fine, penalty, or expense (including attorney’s fees and court costs) arising from third parties, resulting directly or indirectly from the Client’s use of CoCo.
This indemnification applies notably in cases of:
- Non-compliant use of the application.
- Violation of these GTCS.
- Non-compliance with applicable regulations.
- Infringement of a third party’s rights, including intellectual property rights, privacy rights, or any other protected right.
Furthermore, the Client assumes full responsibility for all legal, civil, or criminal consequences that may result from the use of CoCo and agrees to bear any proceedings or claims related to practices non-compliant with applicable laws or regulations. Neural Odyssey cannot be held criminally or civilly liable for the Client’s actions or omissions in the context of using CoCo.
This indemnification clause extends to criminal prosecutions and exempts Neural Odyssey from any liability for potential damages, loss of revenue, damage to reputation, or other damages suffered, directly or indirectly, due to the Client’s use of the application.
12. Intellectual Property
All rights related to CoCo, including the source code, algorithms, trademarks, and documentation, are the exclusive property of Neural Odyssey. The Client benefits from a limited, non-exclusive, and non-transferable license to use CoCo in accordance with these GTCS. No ownership or exploitation rights other than those expressly granted are given to the Client.
13. Confidentiality and Data Protection
13.1. Processing of Personal Data
CoCo processes personal data in accordance with the GDPR. Neural Odyssey acts as a processor, and the Client is responsible as the controller of their End Users’ data.
The Client must:
- Inform their End Users about the use of CoCo.
- Obtain their consent for processing their personal data through the opt-in system proposed and activated by default on CoCo.
13.2. Data Security
Neural Odyssey implements appropriate security measures to protect the data processed by CoCo. However, absolute security of data transmitted via the Internet or stored electronically cannot be guaranteed. Neural Odyssey is subject to a best-effort obligation only.
CoCo is not responsible for actions taken by the Client with the CoCo tool that could cause harm or be contrary to the law.
13.3. Confidentiality of Proprietary Information
The Client agrees to maintain the confidentiality of Neural Odyssey’s proprietary information, methods, and techniques related to CoCo, including algorithms, source code, and AI processing methods. Any unauthorized disclosure or use of this information constitutes a violation of these GTCS.
14. Retention of Client Data
Neural Odyssey retains Clients’ personal data for a limited period necessary for the purposes for which they were collected, notably for:
- Managing the business relationship.
- Technical support.
- Billing and accounting.
These data are retained in accordance with the provisions of the GDPR and will be deleted or anonymized at the end of this period, unless a longer retention is required or permitted by law (e.g., to satisfy legal, tax, or accounting obligations).
The Client has:
- The right of access, rectification, erasure, and restriction of processing.
- The right to data portability of their personal data.
- The right to object to the processing of their data for legitimate reasons.
These rights can be exercised by contacting Neural Odyssey via the provided contact details.
15. Modification of the GTCS
Neural Odyssey reserves the right to modify these GTCS at any time. The new GTCS will be communicated to the Client by any appropriate means. Continued use of CoCo after modification of the GTCS constitutes acceptance of the new terms. If the Client does not accept the changes, they must stop using the application.
16. Customer Service and Technical Support
Neural Odyssey provides the Client with technical support accessible via the channels indicated on our official website. Support is provided during business days, and Neural Odyssey will endeavor to respond to the Client’s requests as soon as possible.
17. Suspension and Deactivation
Neural Odyssey reserves the right, at its sole discretion, to temporarily suspend or deactivate the Client’s access to the CoCo application in case of:
- Non-compliance with these GTCS.
- Inappropriate or fraudulent use of the application.
- Behavior likely to harm the services, interests, or reputation of Neural Odyssey.
This suspension or deactivation will not result in any refund and may be applied without notice in case of emergency.
18. Right to Refuse Service
Neural Odyssey reserves the right, at its sole discretion, to refuse access or suspend the service of the CoCo application to any individual or legal entity for legitimate reasons. This includes, without limitation:
- Violation of these GTCS.
- Inappropriate or fraudulent use of the service.
- Non-compliance with applicable laws or regulations.
- Any behavior likely to harm the services, interests, or reputation of Neural Odyssey.
This decision may be made without prior notice and does not entitle the Client to any compensation or reimbursement.
19. Electronic Agreement
The Client acknowledges and agrees that acceptance of these General Terms and Conditions of Sale is done electronically, notably by installing, accessing, or using the CoCo application. This electronic agreement has the same legal value as a written and physically signed agreement. By using CoCo, the Client agrees to be bound by the terms of these GTCS without reservation or restriction.
20. General Provisions
20.1. Entire Agreement
These GTCS constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements, written or oral.
20.2. Severability
If any provision of these GTCS is found to be invalid or unenforceable, the other provisions will remain in effect.
20.3. Assignment
The Client may not assign or transfer their rights and obligations under these GTCS without the prior written consent of Neural Odyssey.
20.4. Subcontracting
Neural Odyssey reserves the right to subcontract all or part of its obligations to third parties while remaining responsible for the proper performance of the subcontracted obligations.
20.5. Notices
Official communications between the parties will be made through the means indicated on Neural Odyssey’s official website.
21. Applicable Law and Jurisdiction
These GTCS are governed by and interpreted in accordance with French law, including for foreign Clients. Any dispute relating to the interpretation or execution of these GTCS will be submitted to the exclusive jurisdiction of the courts of the district where Neural Odyssey’s head office is located, even in cases of multiple defendants or third-party claims.
22. Acceptance of the GTCS
The Client acknowledges having read and understood these General Terms and Conditions of Sale and agrees to be bound by them by using the CoCo application.
Neural Odyssey
SIREN 933118853
60 RUE FRANCOIS 1ER
75008 PARIS, France
Contact:
For any questions or requests concerning these GTCS, please contact Neural Odyssey via the contact details provided on our official website.