Terms of sale

YouMight SAS, a French Société par actions simplifiée (SAS), registered under 106 812 233 RCS Nantes, (“YouMight”, “we”, “us”). Contact: contact@youmight.ai.

• Client: the legal entity acting for professional purposes that subscribes to the Services.
• Services: access to the YouMight Platform on a SaaS basis, within the scope of the plan subscribed to, together with any associated services (support, onboarding).
• Order Form: the document (quote, subscription form, purchase order) signed or approved by the Client, setting out the plan, the number of Users, the term and the price.
• Agreement: the Order Form, these ToS, the data processing agreement (DPA) and, where applicable, any special conditions, taken together.
• User: the natural person, an employee or contractor of the Client, to whom the Client grants a named access to the Platform.
• Client Content: the documents, materials, prompts, scenarios, internal frameworks and data submitted to the Platform by the Client or its Users.
• Results: the Simulations played, the Assessments, the replays and the reports produced by the Platform on the Client's behalf.

These terms of sale (the “ToS”) set out the conditions under which YouMight provides the Services to the Client. They are permanently available on the Site and form the sole basis of the commercial relationship.

In the event of conflict, the order of precedence is: (1) any special conditions signed by the parties, (2) the Order Form, (3) the DPA, (4) these ToS. The Client's general purchasing conditions are expressly excluded, unless accepted in writing by YouMight.

The Agreement is formed on the date the Client signs or approves the Order Form. Approval constitutes unreserved acceptance of the ToS by a person duly authorised to bind the Client.

YouMight gives the Client access to the Platform within the scope of the plan subscribed to (Basic, Pro, Enterprise or assessment pack), as described on the Site and in the Order Form: scenario catalogue, multi-channel Simulations driven by AI agents, per-competency Assessments, progression paths, scenario generation from Client Content, and team or organisation-level reports.

YouMight develops the Services continuously. Changes may not result in a material reduction of the core features subscribed to without at least thirty (30) days' prior notice to the Client; failing acceptance, the Client may terminate the affected plan without penalty.

Unless the Order Form provides otherwise, YouMight provides email support at contact@youmight.ai on business days, with no committed resolution time.

YouMight grants the Client, for the term of the Agreement, a non-exclusive, non-transferable, non-sublicensable right to use the Services, limited to the Client's internal needs and to the number of Users subscribed to.

Access is named and may not be shared between several people. The Client may reassign an access to a new User when someone leaves or changes role.

The Client shall not:

• make the Platform available to a third party, resell it, rent it out or white-label it without written consent;
• decompile, disassemble or attempt to access the source code, except where legally permitted;
• extract or reuse the competency framework, the catalogue scenarios or the assessment rubrics, in particular to train, evaluate or improve a competing artificial-intelligence system;
• use the Services to monitor individual employees, beyond the assessment and skill-development purposes set out in the Agreement.

The Client administers its workspace: it invites and revokes Users, assigns roles, publishes scenarios and configures target levels. It is responsible for how the Services are used within its organisation.

The Client undertakes in particular to:

• inform its Users about the use of the Platform, the nature of the data processed, the purposes of the processing and their rights, and obtain their consent where required;
• carry out the formalities incumbent upon it under applicable employment and labour law, in particular the prior information and consultation of employee representative bodies where required, and have a valid legal basis for the processing it carries out;
• ensure that any individual decision (hiring, promotion, mobility, pay, performance appraisal) taken in connection with the Results is subject to meaningful human review, is not based solely on automated processing, and relies on other elements of judgement;
• ensure appropriate human oversight of the Services, maintain the internal competence needed to interpret the Results, and inform YouMight of any incident or bias observed;
• warrant that it holds the necessary rights in the Client Content submitted to the Platform, and that such content contains no unlawful material, no unnecessary special-category data and no third-party trade secrets;
• secure its Users' access and report any unauthorised use without delay.

Prices are stated in euros, excluding tax; VAT and any other applicable tax are added to the price. The prices shown on the Site are indicative: only the prices set out in the Order Form are contractually binding. Unless the Order Form provides otherwise, subscriptions are invoiced per user, per month, and assessment packs are invoiced upon order.

Subscriptions are invoiced in advance, at the frequency stated in the Order Form. Invoices are payable within thirty (30) days of the invoice date, by transfer or direct debit. Any increase in the number of Users during a period is invoiced pro rata for the remainder of that period.

In accordance with articles L. 441-10 and D. 441-5 of the French Commercial Code, late payment automatically gives rise, without prior formal notice, to late-payment interest at three (3) times the statutory interest rate and to a fixed recovery fee of forty (40) euros, without prejudice to additional compensation on presentation of supporting evidence.

If payment remains outstanding fifteen (15) days after formal notice, YouMight may suspend access to the Services, without the suspension releasing the Client from paying the sums due.

The Agreement is entered into for the term stated in the Order Form, starting from the opening of access. Unless otherwise agreed, it renews automatically for successive periods of the same length.

Either party may object to renewal in writing (email is sufficient), giving thirty (30) days' notice before the renewal date for a monthly subscription, and sixty (60) days' notice for an annual or multi-year subscription.

In the event of a material breach by a party, the other party may terminate the Agreement automatically fifteen (15) days after a formal notice has remained without effect, without prejudice to damages. Sums covering the current period remain due and are not refunded.

Data return

For thirty (30) days after the end of the Agreement, the Client may request an export of its Client Content and Results in a structured, commonly used format. After that period, YouMight deletes or anonymises them, subject to statutory retention obligations. The conditions applicable to personal data are set out in the DPA.

10.1 YouMight's property

YouMight remains the sole owner of all intellectual-property rights in the Platform, its software components, its models, its interfaces, its trade marks, the YouMight competency framework, its catalogue scenarios, its assessment rubrics and methodology, as well as in any development or improvement thereof, including where these arise from Client feedback. The Agreement transfers no ownership.

10.2 The Client's property

The Client remains the owner of its rights in the Client Content. It grants YouMight, for the term of the Agreement and solely for the purpose of performing the Services, a non-exclusive right to host, reproduce, translate, adapt and display that content — in particular to generate scenarios, run Simulations and produce the Results. The Results are made available to the Client for its internal needs; the Client may not exploit them for commercial or public benchmarking purposes.

10.3 Usage data and service improvement

YouMight may use aggregated and anonymised data (usage statistics, score distributions, performance indicators) that does not allow the Client or its Users to be re-identified, for measurement, security and service-improvement purposes. Client Content and Results are not used to train artificial-intelligence models for other clients, save with the Client's express, separate written consent.

10.4 IP indemnity

YouMight shall defend the Client against any third-party claim alleging that the Platform infringes an intellectual-property right, provided it is notified without delay and associated with the defence. YouMight may, at its option, obtain the right to continue the exploitation, modify the Platform, or terminate the Agreement and refund the prepaid, unused portion of the fees.

In connection with the Services, the Client acts as data controller for its Users' data (identity, Simulation content, Assessments, results) and YouMight acts as processor, within the meaning of Regulation (EU) 2016/679 (“GDPR”).

Accordingly, YouMight processes personal data only on the Client's documented instructions, ensures the confidentiality of the persons authorised to process it, implements appropriate technical and organisational measures, assists the Client with data-subject requests and with its security and notification obligations, and deletes or returns the data at the end of the Agreement. The list of authorised sub-processors is kept up to date and made available to the Client, who may object to any change on legitimate grounds.

These commitments are set out in a data processing agreement (DPA) which forms an integral part of the Agreement and is provided to the Client on request at support@youmight.ai.

YouMight acts as a data controller, on the other hand, for the management of the commercial relationship, invoicing, Platform security and website analytics. Those processing activities are described in the privacy policy.

Each party undertakes to keep confidential the other party's non-public information disclosed in connection with the Agreement, to use it only for the performance of the Agreement, and to disclose it only to persons with a need to know who are bound by an equivalent confidentiality obligation. This undertaking applies for the term of the Agreement and for five (5) years thereafter.

YouMight provides the Services with the care and diligence of a professional, under a best-efforts obligation. YouMight does not warrant that the Services will operate without interruption or error, or that they will meet requirements not expressly agreed.

The Client acknowledges that the Assessments are produced by artificial-intelligence systems, that they carry the uncertainty inherent in assessing human competencies, and that they are a decision-support tool. YouMight does not warrant the accuracy, completeness or absence of bias of any given Assessment, and makes no decisions concerning Users. The Client remains solely responsible for the decisions it takes and for the conditions in which it takes them.

13.1 Regulation (EU) 2024/1689 on artificial intelligence

Where the Client uses the Services to evaluate people with a view to a promotion, an assignment or a decision affecting the employment relationship, the system may qualify as a high-risk AI system within the meaning of Annex III of Regulation (EU) 2024/1689. In that context, YouMight acts as the provider and the Client as the deployer.

Accordingly:

• YouMight makes available to the Client the system's instructions for use, a description of its intended purposes, limits and performance, and the information required for human oversight and for keeping logs;
• the Client undertakes to use the Services in accordance with those instructions, to ensure effective human oversight by people with the necessary competence, to inform the Users concerned and their representatives that an AI system is being used, and to retain the generated logs for the required period;
• each party informs the other without delay of any serious incident, risk, bias or malfunction observed in the use of the system;
• the Client shall not misuse the system, in particular for social scoring, emotion recognition or surveillance of Users.

Compliance by the Client with its obligations as a deployer — in particular informing employees, consulting employee representative bodies and ensuring human oversight — is its sole responsibility.

YouMight may only be held liable for proven fault and for direct damages only. Indirect damages are excluded, in particular: loss of business, loss of revenue, loss of customers, loss of data, damage to reputation, and the consequences of a decision taken by the Client on the basis of the Results.

Neither party may be held liable for a failure resulting from an event of force majeure within the meaning of article 1218 of the French Civil Code. If the event continues for more than thirty (30) days, either party may terminate the Agreement automatically.

• Assignment — The Agreement may not be assigned without the other party's written consent, except to a group company or in the context of a restructuring.
• Subcontracting — YouMight may use subcontractors to perform the Services and remains responsible to the Client for their performance.
• Commercial reference — YouMight may cite the Client's name and logo as a commercial reference; the Client may object at any time in writing.
• Severability — The invalidity of one clause does not affect the validity of the other provisions.
• No waiver — Failure to enforce a breach does not amount to a waiver.
• Language — In the event of a discrepancy between the French and English versions, the French version prevails.

The Agreement is governed by French law. The parties shall seek to settle amicably any dispute relating to its validity, interpretation or performance. Failing agreement within thirty (30) days, the Paris Commercial Court (Tribunal de commerce de Paris) shall have exclusive jurisdiction, including where there are multiple defendants, third-party claims or urgent proceedings.