Terms of sale and subscription

Contents

• Section 1. Purpose, scope and contractual documents
• Section 2. Definitions
• Section 3. Description of the Service
• Section 4. Subscription and start of service
• Section 5. Plans and Seats
• Section 6. Usage volume
• Section 7. Prices, invoicing and payment
• Section 8. Term, renewal and termination
• Section 9. Trial and refunds
• Section 10. Changing Plans
• Section 11. Price revision
• Section 12. Client obligations
• Section 13. KISMO obligations
• Section 14. Support and service levels
• Section 15. Artificial intelligence: transparency and good use
• Section 16. Intellectual property
• Section 17. Personal data
• Section 18. Warranties and liability
• Section 19. Confidentiality
• Section 20. Suspension and termination for breach
• Section 21. End of the Subscription, reversibility and data deletion
• Section 22. Force majeure
• Section 23. Subcontracting, assignment and changes to the Service
• Section 24. Public buyers
• Section 25. General provisions
• Section 26. Governing law and dispute resolution
• Annex 1. Plans and Usage volumes
• Annex 2. List of artificial intelligence models and providers

Section 1. Purpose, scope and contractual documents

1.1. These terms of sale and subscription (the “Terms of Sale”) govern the subscription to and provision of the KISMO service (the “Service”) offered by KISMO, a French simplified joint-stock company with a share capital of 10,000 euros, registered with the Avignon Trade and Companies Register under number 100 952 829, intra-community VAT number FR55100952829, with its registered office at 21 chemin du Moulin, 84530 Villelaure, France (“KISMO”).

1.2. The Service is reserved for professionals, legal or natural persons, acting for the needs of their business. It is not offered to consumers within the meaning of the French Consumer Code. Any subscription, and any opening of a free trial, constitutes unreserved acceptance of the Terms of Sale and of the documents they incorporate; this acceptance is collected at sign-up or at payment.

1.3. The contractual relationship between KISMO and the Client is governed by the following documents, which prevail over one another in the order below in the event of a conflict (the “Contractual documents”):

• the signed quote or special terms, where applicable;
• these Terms of Sale and their annexes;
• the Website’s pricing page, for the Plans it presents, their prices and what they include, and for the free trial, as published on the date of subscription, renewal or opening of the trial, as the case may be;
• the Support and service level policy;
• the Terms of use, which apply to any person using the Service;
• the Artificial intelligence transparency notice and the Privacy policy, which are information documents.

1.4. The Contractual documents are available at www.kismo.ai; the Terms of Sale, the Terms of use and the Privacy policy are also available from the Service. They form the entire agreement of the parties and replace any prior document on the same subject. The Client’s general terms of purchase or any other document of the Client do not apply, unless accepted in writing by KISMO.

Section 2. Definitions

The capitalized terms below have the following meaning, in the singular and in the plural.

• Subscription: the contract under which the Client accesses the Service for a given Plan and Period.
• Assistant: the function of the Service that answers the Member’s questions from their Content and Results, citing its sources, and carries out actions on their memories and, when the Member has connected third-party accounts, on those accounts, at their request; the Member can also write to it on WhatsApp, from the WhatsApp they have linked to their account.
• Meeting bot: the automated participant that the Service sends into a video meeting (Google Meet, Zoom, Microsoft Teams, Webex) to record and transcribe the meeting.
• Brain: the function of the Service that distills memories into linked concepts and maps, which the Member can correct. The Member validates a memory by starting its distillation, with the Distill button or by asking the Assistant or a connected artificial intelligence assistant to do so, unless they have turned on automatic distillation.
• Client: the legal or natural person who subscribes to a Subscription, or opens a free trial (section 4.6), for the needs of its business.
• AI assistant connector: the interface (MCP server) through which the Client authorizes a third-party artificial intelligence assistant of its choice to read or create content in its Space.
• Content: all the data, audio and video recordings, transcripts, files, texts, imported web pages, calendar events, contact cards and information that the Client or its Members submit to the Service, or that the Service captures on their behalf at their request (calls, meetings, video meetings).
• Space: the Client’s space on the Service, bringing together its Members, its Content and its Results, also called “organization” or “client space” in the Service.
• AI Providers: the publishers of artificial intelligence models and specialized providers (transcription, speech synthesis, meeting recording, third-party account connection, WhatsApp messaging) that KISMO uses to provide the Service, listed in Annex 2.
• Member or User: any natural person authorized by the Client to use the Service by means of a Seat; at the date hereof, a Subscription taken out online and a free trial include a single Seat.
• KISMO Number: the dedicated phone number assigned to the Space, which Members call to create a memory by voice.
• Plan: the Subscription formula chosen among those described in Annex 1 (at the date hereof: Découverte, Découverte Plus, Essentiel, Pro, Business, Enterprise), called “plan” in the Service.
• Period: the commitment term of the Subscription, monthly or annual.
• Seat: the access right assigned to an identified Member.
• Services: the services complementary to the Service (implementation, loading of existing material into memory, onboarding and training, phase advance, deployment under an operating license), provided on a quote accepted by the Client.
• Results: the transcripts, memories, summaries, mind maps, contact cards, concepts, Assistant answers and other items generated by the Service from the Content.
• Website: the website www.kismo.ai and its language versions.
• Usage volume: the quantity of Credits included in a Plan for each month of Subscription, or granted once for a free trial, as defined in section 6; it does not include Credits purchased under pay-as-you-go overage (section 6.7).

Section 3. Description of the Service

3.1. KISMO is an AI conversation assistant, with no dedicated hardware: the Member’s phone is enough. The Service is an online service (web application, with no installation) that turns a conversation, a recording, a document or a text into a structured memory that can be consulted and used, and brings these memories together in a Space.

3.2. The Service includes in particular, depending on the Plan and the state of the version in production:

• capture by calling the KISMO Number, by recording from the application, by inviting the Meeting bot to a video meeting, by uploading audio or video files or documents, by pasted text, by web page or by blank page;
• automatic transcription with speaker identification, automatic production of the memory (memory type determined automatically, title, summary, structure into topics, decisions and actions, mind map, people identified) and sending of the memory by email;
• a workspace (folders, favorites, meaning-based search, thirty-day trash), a full editor and the Assistant;
• the Brain, the address book filled from memories, sharing by links and exports (PDF, Word, Markdown, CSV, text transcript, original media);
• account security (password and two-factor authentication) and the billing area;
• the AI assistant connector;
• the connection of the Member’s third-party accounts (email, Google or Microsoft calendar, contacts, files, notes): the Service collects them to turn them into memories, keep the address book or, for a calendar, automatically invite the Meeting bot; the Assistant consults them and acts on them at the Member’s request; and the connection of a Plaud account, whose recordings the Member imports as memories;
• exchanging with the Assistant on WhatsApp, from the WhatsApp that the Member links to their account, where they write or dictate their requests in voice messages, and send files, which the Assistant reads or keeps as memories at their request.

3.3. The up-to-date description of available features is on the Website and in the Service. A feature presented as “coming” or “soon” is not included in the Subscription and is not a delivery commitment. Team management (roles, invitations, additional Seats) is coming. KISMO publishes an indicative roadmap and develops the Service continuously; changes do not substantially reduce the essential features of the Service during the current Period.

3.4. The Service is not custom development: KISMO does not develop features reserved for one Client and does not give access to the source code. Phase advance, a Service, allows a Client to fund the prioritization of a roadmap feature, under the conditions of its quote.

3.5. The Service relies on artificial intelligence models and specialized services provided by third parties (Annex 2). KISMO is independent of any AI Provider: the Service may use several models, automatically fail over from one model to another in the event of unavailability or a drop in quality, and replace an AI Provider under the conditions of Annex 2. The behavior of the Service (style, length, accuracy of the Results) may vary depending on the model used.

3.6. The Results are generated automatically from the Content. They are an aid to the Member’s work and not professional advice; they may contain errors, omissions or approximations (for example a statement wrongly attributed to a speaker). The Client validates the Results before any binding use and remains solely responsible for the decisions it takes. Results shared through a link carry the name and link of KISMO.

3.7. The Service interface is available in French, Canadian French and American English. The Contractual documents are written in French; translations, when published, are provided for the Client’s convenience.

Section 4. Subscription and start of service

4.1. The Client subscribes online, from the Website’s pricing page or from its Space, by choosing its Plan and Period, accepting the Terms of Sale, then paying the first term through KISMO’s payment provider. Clients who want an Enterprise Plan or Services subscribe on quote.

4.2. By accepting the Terms of Sale, at sign-up or at subscription, the Client declares that it acts for the needs of its business, has the capacity to contract and, if it acts for a legal person, has the power to bind it. KISMO may refuse or terminate a subscription, or end a trial, carried out for purposes unrelated to a business.

4.3. The subscription is firm as soon as the payment provider confirms the payment. The service starts immediately. A KISMO Number is assigned when any Space is opened, free trial included, and sent by email with the access details to the Space; a Client who subscribes from a Space that already has its KISMO Number keeps it. The Client then completes its Space (authorized numbers, preferences).

4.4. The Client provides accurate and up-to-date information (identity, address, email address, billing information, VAT identification number where applicable, country) and updates it from its Space. The KISMO Number assigned is a number from the Client’s country: for a Space opened by a free trial, the country of its phone number; for a Space opened by a subscription, the country of its billing address, failing which that of its phone number. Section 4.5 applies to a Client from a country that is not open. The default language of the Space is the one the Client chooses at sign-up or, for a Space opened by a subscription, the one of its billing address: French for France, Quebec and the other French-speaking countries, excluding the rest of Canada, and English elsewhere, in particular in the rest of Canada and in the United States. The Client can change it in the Service. The Client’s billing address determines the applicable taxes.

4.5. KISMO reserves the right to refuse or suspend a subscription in the event of fraud, a previous unpaid amount or a breach of the rules of use in section 3 of the Terms of use. The open countries, where KISMO sells the Service, are at the date hereof France, Canada, Quebec included, and the United States: KISMO assigns KISMO Numbers from that country there, its prices are presented in the country’s currency when the Plan is offered in that currency there (section 7.1), and phone numbers from these countries can open a free trial and call the Service. A Client established in another country can also subscribe. If it does not already have a KISMO Number (section 4.3), its number is a French number. Only a phone number from an open country can open a free trial or be authorized to call the Service for it. KISMO will publish the opening of new countries on the Website.

4.6. Free trial. KISMO may offer a free trial of the Service, with no payment method, limited to one per person, per phone number and per email address. It is opened with a phone number from an open country (section 4.5). The person who opens it accepts the Terms of Sale and the Terms of use. The provisions of the Terms of Sale relating to the Subscription apply to the trial, the term of the Subscription meaning that of the trial, except for sections 7, 8, 9, 10 and 11. Its duration is shown on the Website’s pricing page. Its Volume, the included storage space and its end date are shown in the Space. The Volume and duration in force when the trial is opened apply until it ends. The trial Volume is granted once and is not renewed. The trial ends at the end of its duration, or earlier if this Volume is used up, and the unused Volume then expires. Pay-as-you-go overage (section 6.7) is not offered during the trial. A KISMO Number is assigned when the trial is opened. At the end of the trial, it is kept for a period indicated to the Client by email, then released, unless a Plan is subscribed to before that date. At the end of the trial, section 21 applies, and the Client can subscribe to a Plan from its Space. The number of trials open at the same time is limited, and KISMO may suspend the opening of new trials at any time.

Section 5. Plans and Seats

5.1. The Plans in force, their characteristics and their prices are described in Annex 1. At the date hereof, the Usage volume of each Plan other than the Enterprise Plan is proportional to its price in euros, rounded down to the nearest hundred Credits: the Pro Plan includes twice the Volume of the Essentiel Plan, the Business Plan five times, the Découverte Plus Plan half and the Découverte Plan one fifth, subject to this rounding. Plans also differ by the artificial intelligence levels they unlock, on the one hand for the Assistant and the editor, and on the other hand for memory analysis and the Brain, as shown in Annex 1: Fast, Balanced and Deep, grouped under “Effort” in the Service, which set the care and the artificial intelligence models a task receives; in Auto mode, the Service chooses the level itself. A level or a choice that a Plan does not unlock is flagged as such in the Service. The Enterprise Plan is offered on quote with a guided rollout.

5.2. Each Plan includes a KISMO Number, all available capture channels, access for all Members to the portal and the support described in the Support and service level policy.

5.3. Each Subscription includes one Seat, assigned to a Member identified by their email address. The Subscription is attached to the Client and its Space; it cannot be assigned or reassigned to a third party. Team management and adding Seats are not offered at the date hereof; their opening will be published on the Website.

5.4. Each Member manages their own content; a Member can access another Member’s memories only through explicit sharing. The owner of the Space has the management rights described in the Service (authorized numbers, billing, pay-as-you-go overage); team-related rights will apply once teams open.

Section 6. Usage volume

6.1. Each Plan includes, for each Seat and for each month of Subscription, including under an annual Subscription, a Usage volume. The Usage volume is expressed in KISMO credits (the “Credits”). The number of Credits consumed by an action depends on the cost of the resources used from the AI Providers and KISMO’s infrastructure, weighted according to the artificial intelligence model used. The following consume Credits: a question to the Assistant, web search included; artificial intelligence actions in the editor, to write, rephrase or correct; the transcription and analysis of a memory, and, for a call to the KISMO Number, the phone call itself; dictation with KISMO’s speech recognition; recording a meeting with the Meeting bot; distillation into the Brain; keeping the address book; meaning-based search and the indexing that makes it possible; collecting from and working on a connected third-party account; exchanging with the Assistant on WhatsApp, including the cost of a reply billed by the messaging provider; storage beyond the included space. The following do not consume Credits: renting the KISMO Number, emails, verification codes, storage within the included space, dictation recognized by the Member’s browser, or anything that a failure of an AI Provider or of KISMO caused to be redone. A Member who captures a lot of voice uses their Credits on transcription; a Member who questions the Assistant a lot uses them on analysis: the Volume thus adapts to actual use.

6.2. Current usage and the detail of the Credits consumed by each action can be viewed in the Space. KISMO informs the Client by a notification and by email when usage reaches 80% then 100% of the monthly Volume, unless the Member has turned off these notifications in the Service. KISMO may change the number of Credits consumed by an action to reflect changes in the costs of the AI Providers, without reducing by more than 20% the number of equivalent actions that can be carried out with the Volume of a Plan during a current annual Period. Any change is announced in the Space at least thirty (30) days before it takes effect.

6.3. When the monthly Volume is reached and pay-as-you-go overage does not cover the use (section 6.7), analyses in progress are completed, a dictation in progress stops while keeping what has been dictated, a call already answered continues until it ends, and the Meeting bot leaves a meeting in progress after a short delay, during which the Member is informed in the Service. A recording started in the Service continues, but is not turned into a memory: the Member can send it again once Credits are available, and a recording left without follow-up is kept only for a limited time. Credit-consuming actions (new capture, call, analysis, Assistant, artificial intelligence in the editor, automatic address book updates, distillation, indexing) are then suspended until the beginning of the next month of Subscription, or until pay-as-you-go overage covers the use again. Viewing, search (by keywords, meaning-based search being suspended), manual editing, sharing and exporting memories remain available. The Client can also change Plans (section 10).

6.4. Volume not used at the end of a month of Subscription is neither carried over nor refunded. The Volume is allocated to each Seat, for its Member. Credits purchased under pay-as-you-go overage follow section 6.7.

6.5. Each Plan includes per Member the storage space shown in Annex 1. Beyond that, the space used consumes Credits every day, up to a limit shown in the Space. This limit is the storage overage limit, and not space included in the Plan, and the Space shows the Credits this storage consumes each month. The free trial includes the storage space shown in the Space, and nothing beyond it: its Volume pays for no storage. When the limit of a Plan, or the included space of a trial, is reached, no new Content can be uploaded or recorded until space is freed, the Client changes Plans or subscribes to one. A recording in progress is never interrupted for this reason. At the beginning of each month of Subscription, the Credits this storage will consume during the month are reserved first. If the month’s Volume and the Credits purchased under pay-as-you-go overage do not cover them, Credit-consuming actions are suspended under the conditions of section 6.3, until space is freed, Credits are purchased under pay-as-you-go overage or the Client changes Plans. No Content is deleted for these reasons. Imports are limited to two (2) GB per audio or video file and fifty (50) MB per document.

6.6. KISMO may temporarily limit manifestly abnormal use (mass automation, resale, use contrary to the rules of use in section 3 of the Terms of use) after informing the Client, in order to preserve the quality of the Service for all Clients.

6.7. Pay-as-you-go overage. During a Subscription, when the Plan subscribed to offers it in the currency of the Subscription, the owner of the Space may authorize pay-as-you-go overage, beyond the included Volume. They choose the amount of a top-up, the balance of purchased Credits that triggers it (the “threshold”) and a monthly cap, as an amount: neither the month’s top-ups nor the overage consumed during the month, counted at the price of the Credits, exceed it. They accept these settings through a text that restates them, of which KISMO keeps the version, the date and the amounts. If they authorize the overage while their balance of purchased Credits is at most equal to this threshold, a first top-up is charged immediately, as the accepted text states. Each top-up is charged to the payment method of the Subscription and purchases Credits at the price set by KISMO for the Plan and the currency of the Subscription on the day of the top-up. At most one top-up is triggered each time the balance falls below the threshold, at the next action of a Member. If this top-up is not enough to exceed the threshold, the following top-ups wait for a new confirmation from the owner, who is notified. Purchased Credits are consumed after the included Volume, remain acquired from one month to the next as long as the Subscription runs, and are not refunded. Beyond the included Volume, the Service remains available as long as overage is authorized, the balance of purchased Credits is positive and the month’s overage, storage included, stays below its cap. Once the balance is used up, it resumes as soon as the next top-up is paid. The owner changes or turns off the overage at any time from the Space. Once turned off, the overage covers nothing, and the balance of purchased Credits remains acquired and can be used again if the overage is authorized again. When the month’s cap is reached, the overage stops until the following month, even if a balance remains, unless the owner raises this cap. The last top-up of the month is reduced to what remains below the cap. A top-up declined by the payment method suspends top-ups until the invoice for that top-up is paid, which the Client pays from the Space, the Credits already purchased remaining usable. A top-up that is impossible for lack of a saved payment method, or left unresolved for twenty-four (24) hours, suspends them until the owner saves their settings again. None has any effect on the Subscription: section 7.5 concerns only the price of the Subscription.

Section 7. Prices, invoicing and payment

7.1. The prices in force are those shown in Annex 1 on the date of subscription or renewal. They are expressed excluding tax. A Client who subscribes from the Website’s pricing page chooses its country there. Prices are presented and invoiced to it in the currency of that country, when the Plan is offered in that currency there: in Canadian dollars for Canada, in US dollars for the United States, and in euros for any other country. A Client who subscribes from its Space sees the prices, at payment, in the currency of the country from which it pays, when the Plan is offered in that currency there, and in euros in other cases. If KISMO’s payment provider then offers to pay in another currency, the conversion is made at the provider’s rate, shown at payment. Value added tax and any applicable tax are added to the price. They are calculated according to the Client’s billing address, before payment is confirmed. The applicable price is restated in the order summary before payment is confirmed, then on the invoice.

7.2. The Subscription is payable in advance, at the beginning of each Period. Payment is made by the payment methods offered by KISMO’s payment provider at the time of payment. Payment by bank transfer, on an invoice payable thirty (30) days from the invoice date, is reserved for Enterprise Plans; access may then be opened upon receipt of the signed purchase order.

7.3. Invoices are issued electronically and made available in the billing area; the Client agrees to receive its invoices in electronic form. A Client established in France acknowledges that KISMO issues and receives its invoices through an electronic invoicing platform compliant with the regulations in force, according to the applicable legal timetable.

7.4. The annual commitment gives entitlement to the price advantage shown in Annex 1 on the date of subscription, as restated in the order summary. This advantage does not apply to monthly Subscriptions.

7.5. In the event of non-payment, KISMO’s payment provider reminds the Client and presents the payment again. Access to the Service is maintained during these reminders. If the payment has not succeeded at their end, the Subscription is declared unpaid and access to the Service is suspended: capture stops, a dictation in progress stops while keeping what has been dictated, and no new memory is analyzed; an analysis started before the suspension is completed. Results shared through a link are no longer accessible to their recipients. The suspension causes no loss of Content, which remains viewable by the Client and becomes fully accessible again as soon as the invoice due is paid. The Client pays this invoice from its subscription page, in the Space. The KISMO Number is released seven (7) days after the suspension. A Client who settles after this release receives a new KISMO Number. If the non-payment persists thirty (30) days after the suspension, KISMO may terminate the Subscription. After this termination, a Client who wishes to resume the Service subscribes to a new Subscription, and section 21 applies.

7.6. Any amount not paid when due automatically bears interest at the rate applied by the European Central Bank to its most recent refinancing operation plus ten percentage points, and gives rise to the fixed indemnity for recovery costs of forty (40) euros provided for by the French Commercial Code, without prejudice to additional compensation on proof.

7.7. The Client may not suspend or set off its payments because of a complaint; any dispute over an invoice is notified to KISMO within thirty (30) days of its issue, failing which the invoice is deemed accepted.

Section 8. Term, renewal and termination

8.1. The Subscription is entered into for a monthly or annual Period, as chosen by the Client at subscription. The Period runs from the confirmation of payment.

8.2. The monthly Subscription renews automatically from month to month. The Client may terminate it at any time from its billing area or by email to hello@kismo.ai; the termination takes effect at the end of the current month of Subscription, with no refund of the unused part of the month.

8.3. The annual Subscription is a firm commitment of twelve (12) months, in return for the annual price advantage. It renews automatically for successive periods of twelve (12) months, unless terminated by the Client at any time, the termination then taking effect at the end of the current annual Period. No early termination of the annual Period gives rise to a refund, except termination due to KISMO’s fault (section 20) or a mandatory legal provision; a change of Plan follows section 10.

8.4. The date of the next renewal of the Subscription is shown in the Space.

8.5. For monthly Subscriptions, KISMO may stop offering a Plan or the Service with two (2) months’ notice; for annual Subscriptions, the Service is maintained until the end of the current Period or, failing that, the Client is refunded pro rata.

8.6. Termination, whatever its cause, takes effect at the end of the Period concerned; section 21 then applies.

Section 9. Trial and refunds

9.1. KISMO does not offer a money-back guarantee: the free trial (section 4.6) allows the Service to be tried before any subscription.

9.2. Amounts paid for a Subscription are not refunded, except in the cases provided for in sections 8.5, 18.1, 20, 22 and 23.3 or by a mandatory legal provision. Credits purchased under pay-as-you-go overage follow section 6.7, and Services follow their quote.

Section 10. Changing Plans

10.1. A Plan is higher than another when its price, for a Period of the same length, is higher. It is lower in the opposite case. The Client may move up to a higher Plan at any time, except during an ongoing non-payment, from its billing area, where KISMO’s payment provider shows it the available Plans. When a change of Plan is scheduled (sections 10.2 and 10.3), the Client first cancels it from the Space, which offers it to do so. The change takes effect immediately and opens a new Period the same day. The price of the new Plan is due for this new Period, less the unused part of the price of the old Plan, calculated pro rata temporis, and invoiced immediately. The Usage volume restarts with the new Period, at the level of the new Plan. Credits consumed during the interrupted month of Subscription, beyond the part of the old Plan’s monthly Volume corresponding to the time elapsed in that month, are charged to the Volume of the new Period. Credits paid for under pay-as-you-go overage during that month are not included in this calculation.

10.2. Moving to a lower Plan, whether the Period keeps its length or changes from monthly to annual, is scheduled from the Space and takes effect at the end of the current Period (end of the month for a monthly Subscription, end of the year for an annual Subscription), with no refund of the unused part of that Period. When the space used exceeds the space included in the new Plan, the Service shows the Client, before it confirms, both spaces and the fact that the space beyond will consume Credits every day. If the space used exceeds the storage limit of the new Plan (section 6.5), the Service tells it that uploading and recording new Content will be blocked until space is freed. No change is refused for these reasons. Until the end of the Period, the current Plan and its Usage volume remain acquired. The Service shows the effective date, and the Client can cancel the scheduled change as long as it has not taken effect. No Content is deleted during a change of Plan.

10.3. Moving from a monthly Subscription to an annual Subscription of the same Plan or a higher Plan is possible at any time and opens a new annual Period under the conditions of section 10.1. The annual price advantage applies. Towards a lower Plan, this move follows section 10.2. Moving from an annual Subscription to a monthly Subscription, whatever the Plan, takes effect at the end of the current annual Period.

Section 11. Price revision

11.1. For annual Subscriptions, KISMO may revise the price at each annual renewal date. The new price is notified to the Client at least thirty (30) days before the renewal date; a Client who does not accept it terminates before the renewal date, the termination taking effect at the end of the current Period. Failing termination, the new price applies to the renewed Period.

11.2. For monthly Subscriptions, KISMO may change the price for the following months of Subscription with thirty (30) days’ notice given by email and in the Space; a Client who does not accept it terminates its Subscription, the termination taking effect at the end of the current month.

11.3. KISMO’s creation of new Plans or change to the composition of the Plans offered on the Website does not change, during the current Period, the characteristics and price of the Plan subscribed to by the Client.

11.4. The prices of Services are those of the accepted quote.

Section 12. Client obligations

12.1. The Client uses the Service in accordance with its purpose, the Contractual documents, including the rules of use in section 3 of the Terms of use, and applicable law, in particular on personal data protection, secrecy of correspondence, intellectual property and employment law.

12.2. The Client is solely responsible for informing the people whose conversations are captured by the Service (participants in calls, meetings and video meetings) and for obtaining the consent required by applicable law. KISMO provides a public page on the Website explaining the presence of KISMO in a meeting. In the meeting, the Meeting bot appears under the name KISMO, followed by the first name of the Member who invited it through a meeting link, and displays, while recording, an image with the KISMO logo marked “REC”.

12.3. The Client warrants that it holds the necessary rights and authorizations over the Content it submits (recordings, documents, web pages, imported contact cards) and that this Content does not infringe the rights of third parties. The Client is solely responsible for the Content and for the use it makes of the Results.

12.4. The Client refrains from submitting to the Service health data, genetic or biometric data, data relating to criminal offences or convictions, and data covered by a professional secrecy whose disclosure to a third party is prohibited by law, unless KISMO has given its prior written agreement setting special conditions. The Client also refrains from using the Results as the sole basis for a decision producing legal or significant effects on a person.

12.5. The Client protects the confidentiality of its credentials and those of its Members, turns on two-factor authentication, manages the authorized numbers and informs KISMO without delay of any unauthorized use. Actions taken from an account are deemed to be taken by the Client.

12.6. The Client informs its Members of the Contractual documents and is responsible for their compliance. It informs the people whose data appear in the address book of its Space in accordance with section 17.

12.7. The Client keeps a copy of the source documents it needs and regularly exports the memories it wishes to archive outside the Service.

Section 13. KISMO obligations

13.1. KISMO provides the Service diligently and in accordance with industry standards, under an obligation of means, and implements the following security measures: password and two-factor authentication, separation of Spaces and Members, encryption of data in transit and, at rest, of backups kept outside its servers and of stored files, automatic backups, hosting in the European Union of the components it operates.

13.2. KISMO provides the support and service levels described in the Support and service level policy, informs the Client of changes to the Service and planned maintenance operations, and keeps the Service compatible with recent versions of common browsers.

13.3. KISMO acts as a processor for the Client for the Content and Results under the conditions of section 17. KISMO does not use the Content and Results to train artificial intelligence models and requires its AI Providers not to do so either (section 16.5).

13.4. KISMO informs the Client of any personal data breach affecting its Content under the conditions of section 17.

Section 14. Support and service levels

14.1. Support is included in the Subscription for its entire term. Requests are made from the application (“Send feedback” button) or by creating a request on KISMO’s help desk shown in the Service; the support email remains a backup channel. Requests are logged and acknowledged 24 hours a day and 7 days a week, and handled according to their severity (service outage, major defect, minor defect, assistance request) under the conditions of the Support and service level policy.

14.2. KISMO commits to a monthly availability of the Service and to a restoration time in the event of a service outage, under the conditions of the Support and service level policy. In the event of a shortfall, the Client receives a credit equal to one day of Subscription per day of recorded unavailability (one thirtieth of the monthly price for a monthly Subscription, one three hundred and sixty-fifth of the annual price for an annual Subscription), within the limit set by that Policy. These credits are the exclusive remedy for shortfalls in service levels.

Section 15. Artificial intelligence: transparency and good use

15.1. The Service is an artificial intelligence system within the meaning of Regulation (EU) 2024/1689 (AI Act), as amended. KISMO is the provider of this system and the Client, which uses it in the course of its business, is its deployer. KISMO publishes an Artificial intelligence transparency notice that describes the capabilities, limits and conditions of good use of the Service, as well as the list of models used (Annex 2).

15.2. The Client is informed that: the Results are generated by an artificial intelligence; the Assistant introduces itself under the name KISMO and reminds the Member, below the area where they write to it, that it can make mistakes and that important information should be checked; the telephone greeting of the KISMO Number introduces itself with the sentence “This is Kismo. Go ahead, I’m listening.” in the Member’s language, and the voice assistant, which speaks only French, with “Ici Kismo. Allez-y, je vous écoute.”; Results shared through a link carry the name and link of KISMO; recordings made by the Meeting bot are signaled to participants by the name of the bot and the image it displays while recording.

15.3. The Service is not intended to evaluate, score or rank people. When the Client uses it in a human resources context (recruitment interview, evaluation interview), it uses it as a tool for writing up and preparing: the decision remains taken by a human, on the basis of their own judgment, and the Client informs the people concerned of the use of the tool. The tone analysis function of a complaint (“perceived sentiment”) is an analysis of the transcribed text, not of biometric characteristics; it is reserved for relations with the Client’s customers and must not be applied to the Client’s employees or candidates.

15.4. The Client undertakes to implement the good use measures described in section 7 of the Artificial intelligence transparency notice (human review of the Results, informing people, training Members) and to report to KISMO any incident or risk related to the Service.

15.5. The Client undertakes to respect the usage restrictions that the AI Providers listed in Annex 2 publish for their services.

Section 16. Intellectual property

16.1. The Service, its software, interfaces, algorithms, instructions given to artificial intelligence models, documentation, databases, the KMD memory format, the structure and method of the Brain, and the KISMO trademarks and logos are the exclusive property of KISMO or its licensors. The Contractual documents do not transfer any intellectual property rights to the Client.

16.2. KISMO grants the Client, for the term of the Subscription, worldwide and for the number of Seats subscribed, a personal, non-exclusive, non-assignable and non-transferable right to access and use the Service in accordance with its purpose. Except where permitted by mandatory law, the Client refrains from reproducing, decompiling, disassembling, modifying, extracting or reusing all or part of the Service or its databases, from circumventing its protections, from offering it to third parties or from using it competitively.

16.3. The Client remains the owner of its Content. The Client holds the rights to the Results generated from its Content, to the extent permitted by law; KISMO claims no rights to the Results, except for the elements of the Service they incorporate (formatting, memory structures, KISMO’s name and link on a share). The Client acknowledges that similar Results may be generated for other Clients from similar Content.

16.4. The Client grants KISMO, for the term of the Subscription and worldwide, a non-exclusive, royalty-free license to host, reproduce, transmit, transcribe, analyze and adapt the Content and Results only to the extent necessary for the provision, security and improvement of the Service, excluding any training of artificial intelligence models. KISMO may compile aggregated and anonymized usage statistics and quality indicators, which do not identify the Client, its Members or the people concerned, and keep them after the Subscription.

16.5. KISMO does not use the Content and Results to train or improve artificial intelligence models, its own or those of third parties. KISMO configures its AI Providers so that the Content sent to them is not used to train their models and is kept by them only for the time needed for processing or abuse monitoring, as described in Annex 2.

16.6. Suggestions, ideas and feedback that the Client sends to KISMO may be freely used by KISMO to improve the Service, with no payment or obligation.

16.7. The KISMO trademark is registered. The Client refrains from any use of KISMO’s trademark and distinctive signs without written authorization, except for KISMO’s name and link automatically added to Results shared through a link.

Section 17. Personal data

17.1. For the Content and Results, KISMO acts as a processor for the Client, which is the controller. This section governs this processing. KISMO processes this data only to provide the Service, on the Client’s instructions as set out in the Contractual documents and in the settings and actions of its Members in the Service, for the term of the Subscription or the free trial, then until it is deleted under section 21. The data processed is that of the Content and Results. It concerns the Members, their speakers, the people they mention and their contacts. The authorized KISMO staff who access it are bound by confidentiality. KISMO implements the security measures in section 13.1. The Client authorizes KISMO to use the sub-processors listed in Annex 2 and in section 7.1 of the Privacy policy. Any change to Annex 2 follows section 23.3. Transfers outside the European Union are described in section 8 of the Privacy policy. KISMO helps the Client, through the functions of the Service and on request to support, to respond to requests from data subjects. KISMO notifies the Client of any personal data breach affecting its Content as soon as possible after becoming aware of it. At the end of the Subscription or of the trial, section 21 applies. KISMO makes available to the Client, under confidentiality, the documentation needed for its own obligations.

17.2. For account, billing, security, support, audience measurement and prospecting data, KISMO acts as a controller, under the conditions described in its Privacy policy. KISMO’s data protection contact can be reached at dpo@kismo.ai.

17.3. The Client, as controller, guarantees the lawfulness of the Content submitted, the information of the data subjects (Members, speakers, people mentioned, contacts) and the exercise of their rights, with the assistance of KISMO provided for in section 17.1.

Section 18. Warranties and liability

18.1. KISMO warrants that it holds the rights necessary to grant the Client the right to use the Service. KISMO indemnifies the Client against any third-party claim based on the infringement of an intellectual property right by the Service (excluding the Content, the Results, third-party models and services taken separately, and any combination or modification not made by KISMO), provided that the Client notifies the claim without delay, lets KISMO conduct the defense and assists it. KISMO may, at its option, obtain the right to continue the use, modify or replace the disputed element or, failing that, terminate the Subscription and refund the amounts paid in advance for the period not performed. This warranty is the Client’s sole remedy for infringement.

18.2. The Service is provided under an obligation of means. KISMO does not warrant that the Service meets a particular need of the Client, operates without interruption or error, or that the Results are accurate, complete or fit for a particular use. Transcripts and analyses depend on the quality of the audio, the networks, the video conferencing platforms and the AI Providers.

18.3. KISMO is not liable for: the Client’s Content and the uses it makes of the Results; decisions taken by the Client on the basis of the Results; damage resulting from a breach of the Contractual documents by the Client, disclosure of credentials or failure to inform the people recorded; interruptions attributable to telecommunications networks, video conferencing platforms, operators, calendars and third-party applications connected by the Client, or to force majeure; third-party services that the Client connects to the Service (external AI assistants through the Connector, webhooks, integrations).

18.4. In no event is KISMO required to compensate indirect or immaterial damage, such as loss of revenue, margin, customers, chance or opportunity, commercial or reputational harm, cost of a replacement service, or any third-party claim against the Client, unless otherwise provided by law.

18.5. KISMO’s total liability under the Subscription, for all types of damage combined, is limited to the amount excluding tax actually paid by the Client for the Subscription during the twelve (12) months preceding the event giving rise to liability. Service level credits (section 14.2) are deducted from this cap.

18.6. The limitations and exclusions in this section do not apply in the event of gross negligence or willful misconduct, personal injury, a breach by KISMO of its essential obligations depriving the Subscription of its substance, or to the extent prohibited by law.

18.7. Any action by the Client against KISMO is time-barred one (1) year after the event giving rise to it, unless a mandatory legal provision provides otherwise.

Section 19. Confidentiality

19.1. Each party keeps confidential the non-public information of the other party that it learns in connection with the Contractual documents (in particular the Content and Results for the Client, technical, pricing and commercial information for KISMO), for the term of the Subscription and five (5) years after it ends, and uses it only to perform the Contractual documents.

19.2. Information is not confidential if it is public, known to the receiving party before it was communicated, independently developed, or if its disclosure is required by law or an authority, provided the other party is informed where the law allows.

19.3. KISMO cites the Client as a commercial reference only with its written agreement.

Section 20. Suspension and termination for breach

20.1. KISMO may suspend all or part of the access to the Service, after notification and, except in an emergency, a seven (7) day period to remedy, in the event of: a breach of the rules of use in section 3 of the Terms of use; a risk to the security of the Service, other Clients or third parties; an order from an authority; use likely to engage KISMO’s liability. The suspension does not suspend the obligation to pay. Non-payment follows section 7.5.

20.2. Each party may terminate the Subscription automatically, by email with acknowledgement of receipt, in the event of a serious breach by the other party not remedied within thirty (30) days of a formal notice. In the event of termination due to KISMO’s fault, the Client is refunded the amounts paid in advance for the period not performed; in the event of termination due to the Client’s fault, the amounts due for the current Period remain payable to KISMO.

20.3. KISMO may terminate the Subscription without notice in the event of fraud, identity theft, unlawful use of the Service or an attack on the security of the Service.

Section 21. End of the Subscription, reversibility and data deletion

21.1. At the end of the Subscription, whatever its cause, or at the end of a free trial, the Client keeps access to its Space: it can view its memories and export its Content and Results using the export functions of the Service (PDF, Word, Markdown, CSV, transcripts, original media, mind maps). No new capture or analysis is possible, and, at the end of a Subscription, Results shared through a link are no longer accessible to their recipients. The Client can subscribe to a Plan at any time from its Space.

21.2. The KISMO Number is released seven (7) days after the end of the Subscription, or, in the event of non-payment, seven (7) days after the suspension (section 7.5), or at the end of the period during which it is kept after the end of a free trial (section 4.6). A released KISMO Number is not returned, and a Client who subscribes after this release receives a new KISMO Number. The Space, its Content and its Results are kept until the Client requests their deletion, from the Service or from support. KISMO then permanently deletes them within one (1) month, then from its backups, as these expire. KISMO keeps the data necessary to comply with its legal obligations (accounting, invoicing, security logs) for the periods provided for in the Privacy policy.

21.3. On request to support, KISMO provides free of charge a copy of all the Client’s Content and Results. More extensive reversibility assistance (particular structured format, transfer to another tool) falls under the Services.

Section 22. Force majeure

Neither party is liable for a failure caused by a force majeure event within the meaning of article 1218 of the French Civil Code and French case law, including widespread failures of telecommunications or energy networks, large-scale cyberattacks, decisions of the authorities and prolonged unavailability of an AI Provider with no reasonable replacement. If the event lasts more than sixty (60) days, either party may terminate the Subscription, the Client being refunded pro rata for the period not performed.

Section 23. Subcontracting, assignment and changes to the Service

23.1. KISMO may use subcontractors and AI Providers to perform the Service, under the conditions of section 17, and remains responsible to the Client for their performance.

23.2. KISMO may assign or transfer the Contractual documents to a company it controls, that controls it or that is under common control, or to any successor in the context of a merger, sale of business or similar transaction, by informing the Client. The Client may not assign the Subscription without KISMO’s written agreement.

23.3. KISMO may change the Contractual documents. Any change is published on the Website and notified to the Client at least thirty (30) days before it takes effect; changes necessary to comply with the law or a decision of an authority may take effect immediately. A Client who refuses a substantial change may terminate its Subscription before it takes effect, the termination taking effect at the end of the current Period, with a pro rata refund for an annual Subscription when the change is unfavorable to it. Continued use of the Service after the change takes effect constitutes acceptance.

Section 24. Public buyers

When the Client is a public body subject to the French Public Procurement Code, these Terms of Sale apply insofar as they do not contradict the mandatory rules applicable to the buyer. The order is made by a purchase order or an act of commitment referring to these Terms of Sale; invoices are filed on the electronic invoicing platform required of the buyer; payment terms, late payment interest and recovery indemnities are those provided for by public procurement regulations; the provisions on reversibility (section 21) and data protection (section 17) apply. The quote specifies the ordering terms.

Section 25. General provisions

25.1. Evidence agreement. The parties acknowledge the validity of electronic exchanges, click acceptances, login logs and records of the Service as means of evidence. An electronic signature has the same value as a handwritten signature.

25.2. Notices. Notices are validly given by email to the addresses indicated by the Client in its Space and, for KISMO, to hello@kismo.ai, or by post to the address of the registered office.

25.3. No waiver and partial invalidity. Failure to invoke a breach does not constitute a waiver. If a provision is declared void, the other provisions remain in force and the void provision is replaced by a valid provision with equivalent effect.

25.4. Independence. The parties are independent; no provision creates an agency, partnership or subordination.

25.5. Language. The Contractual documents are written in French, the language of the contract. The Canadian French and English versions, when published, are provided for the Client’s convenience; in the event of a discrepancy, the French version prevails.

Section 26. Governing law and dispute resolution

26.1. The Contractual documents are governed by French law.

26.2. The parties endeavor to resolve any dispute amicably. The Client sends its complaint to hello@kismo.ai; KISMO replies within thirty (30) days.

26.3. Failing amicable settlement, any dispute relating to the validity, interpretation, performance or termination of the Contractual documents is submitted to the exclusive jurisdiction of the Avignon commercial activities court (tribunal des activités économiques), formerly the Avignon commercial court, or any court succeeding it, even in the case of multiple defendants, third-party claims or emergency proceedings, when the Client has contracted as a trader. When the Client is not a trader (in particular a professional practicing a liberal profession, an association or a public body), the competent court is determined according to the legal rules.

Annex 1. Plans and Usage volumes

The prices of the Essentiel, Pro and Business Plans are published on the Website’s pricing page. Those of the Découverte and Découverte Plus Plans are shown in the table below. Each Subscription includes one Seat. The applicable price is the one in force on the date of subscription or renewal. It is restated in the order summary before payment is confirmed, then on the invoice, and remains unchanged during the Period subscribed, subject to section 11 (price revision).

KISMO may create new Plans, change the composition of the Plans offered or stop offering some of them, under the conditions of sections 8.5 and 11.3. The characteristics below describe the Plans offered at the date of this version.

The Enterprise Plan includes a guided rollout and adapted payment terms; its Volumes and prices are set in the quote.

Annex 2. List of artificial intelligence models and providers

KISMO uses the following AI Providers to provide the Service. The Artificial intelligence transparency notice describes their role, and the Privacy policy (section 8) the transfers outside the European Union. Any change to this list follows section 23.3.

When the Member chooses their browser’s speech recognition for dictation, their speech is recognized by that browser, with its publisher, without passing through KISMO; this publisher does not act on behalf of KISMO.

The Content sent to these providers is not used to train their models (section 16.5). KISMO may add or replace an AI Provider under the conditions of section 23.3.