Terms of service - Cloud Usage These Terms of Service only apply if You use Our Services through a Cloud Provider who provides Our Services in Mistral AI’s name. Welcome to Mistral! We provide artificial intelligence models (the “Models”) that allow You to submit a textual instruction (the “Prompt”) and receive a result generated by a Model (the “Output”), including, depending on your subscription, via an API, alongside with a complementary support services (the Models and such support services, the “Services”). We also provide technical documentation and other material for the use of Our Models (the “Documentation”). You can integrate Our Services into Your applications or softwares (the “Customer Applications”), allowing You or Your end-users (the “End-Users”) to submit Prompts and receive Outputs. The Terms of Service. These terms of service (the "Terms of Service") constitute a binding legal agreement between Mistral AI, registered with the Trade and Companies Register of Paris under number 952 418 325 and headquartered at 15 rue des Halles 75001, Paris, France (“Mistral AI” or “Us”) and any person or entity who accesses, uses, or subscribes to Our Services through a Cloud Provider (the "Customer" or "You"). These Terms of Service govern and apply to any use by You of Our Services through a Cloud Provider. By subscribing to, accessing, or using Our Services through a Cloud Provider (as defined below), You accept and agree to be bound by these Terms of Service. Key points. Before You read Our Terms of Service, here are some key points to understand about Our Services: 1. You can use Our Models directly on the Cloud Infrastructure provided by Your Cloud Provider. We have zero access to Your Cloud Infrastructure. 2. When using Our Models through a Cloud Provider, You have a contract with them and they become Your main point of contact. They handle Your subscription, contract termination, fee collection, and provide technical support. If they need Our assistance to provide You with technical support, they will reach out to Us. 3. Your Cloud Provider is solely responsible for the cloud infrastructure they provide to You. This means they’re in charge of the availability and security of the Model. If You have any issues or questions about the cloud infrastructure, please contact them directly. 4. Your Data is Yours, and only Yours. We do not access Your Models or Data (if any) stored on the cloud provider's infrastructure. You have full control and ownership of your Input and Output Data. 5. Rest assured that We respect Your data privacy and ownership rights. We cannot access Your Data and We never use Your data to train Our Models. Purpose. The purpose of these Terms of Service is to set forth the rights and responsibilities of Mistral AI and the Customer in connection with the use of the Services through a Cloud Provider. Scope. For clarity, Mistral AI’s Terms of Use, API Terms of Service, Le Chat Terms of Service, or Data Processing Agreement do not apply to Your use of Our Services through a Cloud Provider. 1. Definitions The capitalized terms in these Terms of Service shall have the following meaning: * “Affiliates”: means any person, persons or entity which control, are controlled by, or are under common control with that person from time to time, where control or controlled relates to the power (whether direct or indirect) to direct or cause the direction of its affairs, whether by means of holding shares, possessing voting power, exercising contractual powers or otherwise. * “Applicable Data Protection Law”: means (i) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 applicable since 25 May 2018 (the “GDPR”) and (ii) the data protection laws and regulations applicable in France. * “Authorized Users”: means You or Your Affiliates’ employees and/or independent contractors, allowed by You to access and use the Services, subject to the Authorized Users’ compliance with these Terms of Service. * “Cloud Provider”: means any third-party partner who distributes Our Services to You, in the name of Mistral AI, via their Cloud Provider Infrastructure. * “Cloud Provider Terms”: means the terms entered by and between You and the Cloud Provider. Mistral AI is not a party to the Cloud Provider Terms. * “Cloud Provider Infrastructure”: means the infrastructure provided by a Cloud Provider and that You use to host and run the Solution. * “Confidential Information”: means any and all information, in any medium, which is provided by one party to these Terms of Service (“Discloser”) to the other party (“Recipient”), that is either (i) related to business practices, financial statements, financial information, pricing, customers, products, methods, know-how, techniques, processes, apparatuses, trade secrets, proprietary knowledge and employee data; or (ii) marked using a legend such as “confidential”, “proprietary” or similar words, or if disclosed orally must be confirmed as such by the Discloser; or (iii) any information which the Recipient should have reasonably considered to be confidential under the circumstances surrounding disclosure. In the context of this Agreement, Confidential Information include but is not limited to the terms and conditions of the Model (including the weights), the Modified Model, the Solution, the weights of the Model or the Modified Model, any information regarding the training dataset of the Model, and any non-public information or material regarding the Solution and the associated Services. * “Customer” or “You”: means any person who uses, accesses, browses and/or subscribes to the Services, and its Affiliates (if any). * “Customer Application”: means the application edited and operated by You under Your sole control and responsibility, that You may connect to the Cloud Infrastructure to use Our Services. * “Data Controller”: means the legal person who determines the means and the purposes of the processing of Personal Data. * “Data Processor”: means the legal person that processes the Personal Data on behalf of the Data Controller and under its documented instructions. * “Effective Date”: means the earlier of (i) the date You first use Our Services or (ii) the date You accept these Terms of Services. * “Fees”: means the fees paid or payable by You to the Cloud Provider, in consideration for the Services. * “Filters”: means the automatic mechanisms such as moderation prompts implemented by Mistral AI to the Models designed to screen or remove offensive, inappropriate or illicit content from the Output. * “Losses”: means any loss, damage, liability, charge, expense, outgoing or cost of any nature or kind. * “Mistral AI’s Intellectual Property”: means the Model(s), the Services, and any trade names, trademarks, logos, patents, trade secrets, know-how, designs, drawings, copyrights, engineering, photographs, samples, software, models, algorithm, image, literature, information, ideas, concepts, or improvements pertaining to the Services and other data of any kind that is protectable through copyrights, patent, trade secrets, trademarks, trade dress, service marks, or and includes any modification or enhancement of the Services. * “Model(s)”: means (i) any version of any artificial intelligence model developed by Mistral AI and made accessible in any manner (API, chat, etc….) on the Platform or via a Marketplace (as defined in Section 4.4. (Subscription via a Marketplace)) including but not limited to the model weights (the “Weights”) and (ii) the associated documentation as may be amended from time to time (the “Documentation”). * “Modified Models”: means any modified, enhanced, fine-tuned or customized version of a Model. * “Parties”: means You and Mistral AI. In the singular, “Party” means one of the Parties. * “Personal Data”: means any data related to an identified or identifiable natural person. * “Services”: means the services provided by Mistral AI to You under these Terms of Service, including but not limited to the Model(s) and any other services provided by Mistral AI along with any associated software or application. * “Specific Access”: means the services consisting in making the Model available to You on a Cloud Provider Infrastructure, where You can access the Weights of the Model. * “Technical Support”: means the service consisting in fixing the problems notified by You to the Cloud Provider, and notified by the Cloud Provider to Us, where applicable. * “Terms of Service”: means this agreement entered into by and between the Parties and governing the use of Our Services, including but not limited to the Specific Access Services. * “User Data” or “Data”: means any of the following data: * The “User Input Data”: means any data that is used by You for the purpose of prompting, fine-tuning or customizing the Services to Your specific needs or use-case, for the duration of these Terms of Service. * The “Outputs”: means any and all content generated by the Services in response to a Prompt. * The “Prompts”: means any and all instructions, queries or textual cues given by You to the Services in order to generate an Output. 2. Allocation of responsibilities Our responsibility. During the Term and subject to Your compliance with these Terms of Service, Mistral AI will provide the Services to You in compliance with these Terms of Services. The Services consist of: * Granting You the right to use the Solution on the Cloud Provider Infrastructure, and * Providing Technical Support through the Cloud Provider. The Cloud Provider’s responsibility. Subject to the Cloud Provider Terms, the Cloud Provider is responsible for: * Providing You with the Solution on the Cloud Provider Infrastructure, * Providing the Cloud Provider Services, including technical support services, * Billing the Services, * Collecting the Fees, and * Being Your sole point of contact for (i) any request or notice related to Our Services, (ii) any Technical Support request You may have, and (iii) transferring such requests to us, if the Cloud Provider is not capable of providing You with the requested assistance. Your responsibility. Subject to the Cloud Provider Terms, You are responsible for: * Where applicable, integrating Our Services into Your Customer Application, subject to the license granted in this Section. We are not responsible for any damage resulting from any failure to integrate Our Services into the Customer Application, * Using Our Services and Your User Data in compliance with these Terms of Service, * Paying the Fees to the Cloud Provider, and * Sending any notice or request You may have about Our Services solely to the Cloud Provider. 3. Your use of Our Services 3.1. Terms applicable to any use of Our Services through a Cloud Provider License. Subject to the terms and conditions of these Terms of Service, We grant You a limited, revocable, non-exclusive, license to use the Services during the Term for the purpose of (i) integrating the Services into Your products and services, including but not limited to the Customer Application, or (ii) using the Services for Your internal business purposes, in each case in compliance with these Terms of Service. The license granted herein is non-sublicensable and non-transferable, except for the following cases: You may transfer and sublicense the rights granted herein (i) the Customer's Affiliates and the Authorized Users to access and use the Cloud Services, and (ii) the End Users to access and use the Services through the Customer Application (if any) to submit Prompts and generate Outputs. In any case, You must not distribute or market Our Solution as a stand alone product or service and/or act as a distributor of Our Solution. Technical Support. Any request for Technical Support must be made to the Cloud Provider, in accordance with the Cloud Provider Terms. Any request for Technical Support made directly to Mistral AI will not be processed. Cloud Provider Infrastructure. If You subscribe to Our Services through a Cloud Provider, You will be able to use Our Solution on the Cloud Provider Infrastructure.You acknowledge and agree that the Cloud Provider Infrastructure is the sole responsibility of the Cloud Provider and that any issues or claims arising from or relating to the Cloud Provider infrastructure or services, including but not limited to, uptime, downtime, data loss, or security should be directed to and addressed by the Cloud Provider pursuant to the Cloud Provider Terms. We disclaim all liability and responsibility for any issues or claims arising from or relating to the Cloud Provider Infrastructure or any service provided by the Cloud Provider to You. You further acknowledge and agree that We do not provide any warranties, express or implied, regarding the availability and reliability of any User Data stored or processed on the Cloud Provider Infrastructure and regarding the availability of the Solution. You acknowledge and agree that Our sole responsibility with respect to the Services is to (i) grant You the right to use the Solution on the Cloud Provider Infrastructure and (ii) provide You with Technical Support, in each case subject to the terms of the Service. Your obligations. You must use Our Services in compliance with these Terms of Service and all applicable laws and regulations, including but not limited to all intellectual property, data and privacy laws. Therefore, You are responsible for: * Your use of the Services. You shall: * Not use the Services for any illicit, unlawful, prohibited and/or illegal purposes, to harm third parties or Mistral AI. * Comply with the license granted in Section 3.1 of these Terms of Services and not use Our Services in a way that is not provided for by such license; . * Not use the Models to circumvent the intended features, functionality or limitations of the Model or to divert the Models from their intended purposes as set forth in these Terms of Service. * Not infringe the rights of third parties, including but not limited to intellectual property rights or privacy. You shall only use Prompts to which You own all required rights under applicable law and to do so in a manner that is consistent with the applicable law. * Provide a disclaimer to any individual accessing an Output or using the Services. Such disclaimer should highlight the potential inaccuracies and unpredictabilities in the Outputs and encourage individuals to check important information. * Your User Data. You must: * Not represent that the Output was generated by a human when it was generated by a Model. * Not use the Output if You are aware that it infringes the rights of third parties, including but not limited to intellectual property rights. * Comply with the Applicable Data Protection Laws if You use Personal Data as part of Your User Data. * Not infringing Mistral AI’s Intellectual Property. Subject to applicable law, You must: * Not remove or otherwise obscure any copyright or proprietary notices on the Model, including but not limited to Our brands, trademarks or any other copyright notice. * Not bypass, attempt to bypass, alter, disable or in any way interfere with the digital rights management measures that may be integrated to the Services. You acknowledge that these protection mechanisms are essential for safeguarding the intellectual property and security of the Services.These digital rights management do not allow Us to access Your User Data, or the Cloud Provider Infrastructure. * Not seek to or reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to Us). * Not use Outputs to reverse-engineer Our Services. Affiliates and Authorized Users. You are responsible for Your Affiliates’ and Authorized User’s compliance with these Terms of Service. Third parties. You shall not encourage or assist any party in doing anything that is strictly prohibited under these Terms of Service. 3.2. Terms applicable to the use of Specific Access Specific Access. If You Subscribe to the Specific Access, the Cloud Provider hosts the Solution on Cloud Provider Infrastructures that grants You access to the source form of Our Solution, including Model Weights. As a consequence, the use of the Specific Access is subject to Exhibit 1, in addition to these Terms of Service. 4. Your User Data No Access to Your User Data. We do not access Your User Data, unless (a) You grant us such access for Technical Support purposes, and (b) such access is strictly necessary to fix a problem You reported to the Cloud Provider. User Data ownership. You are the sole owner of Your User Data. We make no claim to ownership of Your User Data. Model Training. We do not use Your User Data to train Our Models. Your responsibility. You are solely responsible for Your use of Your Prompts and Outputs. You must not intentionally make the Model generate Outputs infringing intellectual property rights, third party rights or applicable law, or use such infringing Outputs after You become aware of such infringement. Output similarity. You agree that, due to the nature of Our Services, if another User uses a Prompt similar to Yours, our Services may generate an Output similar or identical to Yours. We do not warrant that Your Output is not similar or identical to another User’s Output. Consequently and unless otherwise stated, we will not indemnify You in case Your Output is similar or identical to another User’s Output. Output accuracy. You acknowledge and agree that Our Services are inherently subject to certain unpredictabilities, particularly with the Outputs generated, as such Outputs depend on Your Prompt and as the technology behind Our Services is complex and continuously evolving. To the extent permitted by applicable law, Our Services are provided without any express or implied warranty regarding the quality or the accuracy of the Outputs. Consequently, You agree that the Outputs generated by Our Services may be incomplete, not up-to-date or not entirely accurate. Therefore, when using Our Services, You must: * Ensure the quality of Your Prompts, * Assess the accuracy and/or the suitability of the Output to your needs before using or sharing the Output, * Include in Your Prompt any relevant moderation prompt to better filter or adapt the Output, especially if You deactivated the Filters proposed by Mistral AI or by Cloud Provider, and * Check the information generated by the Output and, in any case, not rely on the Output as a unique source of truth and/or information, as safe and inoffensive in every circumstance, or as a replacement for professional guidance. Moderation. We make commercially reasonable efforts to make sure Our Services do not generate Outputs that contain offensive, inappropriate or illicit content. To this end, We have implemented and / or are proposing different moderation mechanisms such as Filters to Our Model(s). If You deactivate these Filters, You agree that (a) We do not warrant that the Output generated will not be offensive, inappropriate or illicit, (b) You are solely responsible for the use of Your Output and (c) You shall in no way use the Output for any illicit or unlawful purpose and/or to harm Mistral AI and/or a third party. 5. Payment Fees. You must pay the applicable Fees and any taxes related to the use of the Services to the Cloud Provider. 6. Term, suspension and termination 6.1. Term Term. These Terms of Service are effective as of the Effective Date and shall continue until (i) terminated under this Section or (ii) the Cloud Provider otherwise ceases to make the Services available to You as a Cloud Provider Service. 6.2. Suspension Suspension. Mistral AI may require the Cloud Provider to suspend Your access to any or all of Our Services (i) if You breach these Terms of Service, (ii) for immediate security concerns, (iii) if the Cloud Provider has suspended or terminated Our right to provide Our Services through the Cloud Provider Infrastructure, and subject to applicable wind-down period between You and the Cloud Provider. Notice. We will use commercially reasonable efforts to request the Cloud Provider to provide You with a written notice of any suspension of Your access to Our Services under this Section 6 of Our Terms of Service and provide You with regular updates, where applicable. Resumption of Our Services. We will use commercially reasonable efforts to request the Cloud Provider to resume providing You access to Our Services as soon as reasonably possible after the event giving rise to the suspension is cured (if possible). We will have no liability for any Losses or other consequences You may incur as a result of the suspension of Our Services. 6.3. Termination Termination for breach. Either Party may terminate these Terms of Service if the other Party fails to cure a material breach of these Terms of Service and/or any relevant Purchase Order within thirty (30) days after notice of such breach, provided that such breach is remediable. For illustrative purposes, the unauthorized use or misuse of the Services by You (which includes, for instance: if You use Our Services for a purpose that is not authorized by the license granted in Section 3.1. Of these Terms of Service or if You reverse engineer Our Services) , Your Affiliates or an Authorized User will be considered a material breach of these Terms of Service. Effect of Termination. Upon termination of these Terms of Service, (i) all rights granted to You under these Terms of Service will terminate, (ii) You will no longer access or use Our Services on the Cloud Provider Infrastructure. Survival. The following provisions will survive termination or expiration of these Terms of Service: Section 6 (Term, suspension and termination), Section 7 (Liability), Section 8 (Intellectual Property), Section 11 (Confidentiality) and Section 14 (Governing law and competent jurisdiction). 7. Liability Disclaimer. To the extent permitted by applicable law, Mistral AI will not be liable: * In case of a Force Majeure Event (as defined below), * For the Cloud Provider Infrastructure and any damage caused by such Cloud Provider Infrastructure, * For Your use of such User Data, * For Your breach of these Terms of Service, * For the performance of the Model and/or the Modified Model in case You or any third-party customized, fine-tuned or otherwise modified the Model, * In case Your Output is similar or identical to a third-party’s Outputs, * For the Outputs, if such Outputs are modified by You, * For any loss of profits, income, revenue, business opportunities, loss or corruption of data or information, * For any failure to realize expected revenues or savings, loss or damage to goodwill, pure economic loss or other economic or pecuniary loss (regardless of whether any of these type of loss or damage are direct, indirect, special or consequential), or * For any indirect, special, incidental, punitive, exemplary, incidental or consequential damages of any kind, even if informed of the possibility of such damages in advance. Liability Cap. To the extent permitted by law, the total aggregate liability of Mistral AI in respect of any Losses incurred by the Customer under or in relation to these Terms of Service will not exceed, in the aggregate the amount of the Fees paid or payable by the Customer to the Cloud Provider in connection with the performance of these Terms of Service in the twelve (12) calendar months preceding the date on which the first such event or events occurred. Multiple claims. The existence of one or more claims under these Terms of Service will not increase the above mentioned liability cap. You agree that any Losses or claim You may have under these Terms of Service can only be recovered once and any such claim will exhaust all and any other claims that might otherwise arise against Mistral AI in relation to which You or Your Affiliates have been compensated or otherwise reimbursed. Legal action. You agree that the limitations specified in this section apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise. 8. Intellectual Property Your intellectual property. You remain the sole owner of all right, title and interest, including all intellectual property rights in and to Your User Data. Mistral AI’s Intellectual Property. Mistral AI remains the sole owner of all right, title and interest, including all intellectual property rights in and to Mistral AI’s Intellectual Property, including but not limited to the Model(s), the Documentation and the Services. The Services are made available on a limited access basis, and no ownership right is conveyed to You, irrespective of the use of terms such as “purchase” or “Subscription”. Any representation or reproduction, in whole or in part, of the Services, by any process whatsoever, without Mistral AI’s prior express authorisation, is strictly prohibited and will constitute an infringement punishable by the provisions of the applicable law. Modified Model. Mistral AI does not access or use the Modified Models stored on the Cloud Provider Instances and does not share the Modified Models with any third-party. You will have no rights in the Modified Model after the expiration or termination of this Agreement. Upon termination or expiration of these Terms of Service, (i) Your rights to use the Modified Model will automatically terminate, (ii) Mistral AI will still have no rights to use of access the Modified Model, (iii) You shall promptly cease all use of the Modified Model and (iv) Mistral AI will request the Cloud Provider to delete the Modified Model. 9. Warranties and indemnification 9.1. Mutual warranties General warranties. Each Party represents and warrants that You have the authority and capacity to enter into these Terms of Service. 9.1. Our warranties Services provided “as is”. The Services are provided to You “as is”. To the extent permitted by applicable law, We make no representations or warranties regarding the accuracy, reliability, or completeness of the Services or their suitability for Your specific requirements or use-case. Without limiting Our express obligations under these terms of Service, We do not warrant that Your use of the Services will increase Your revenues, be error-free, uninterrupted or that We will review Your User Data for accuracy. You acknowledge and agree that any use of the Services is at Your own risk, and Mistral AI shall not be liable for any Losses arising from Your misuse, unauthorized or unlawful to use the Services, or from the non- suitability of the Services to Your specific requirements or use-case, including but not limited to direct, indirect, incidental, consequential, or punitive damages. Mistral AI Warranties. Mistral AI warrants that: * The Services comply with the Applicable Data Protection Law, * Mistral AI has the rights to all the intellectual property made accessible to You in the context of these Terms of Service, and * The Services, when made available to the Cloud Provider for distribution, are free from any virus or malwares. 9.2. Your warranties Customer warranties. You represent and warrant that: * You have the authority to enter into these Terms of Service, * You will use the Services in accordance with the applicable laws and regulations and these Terms of Service and that the Customer will not use the Services to commit illegal acts, including in particular to harm third parties, and * You have obtained all necessary intellectual property rights, including but not limited to, copyrights, patents, trademarks, and trade secrets, or have been granted the appropriate licenses, permissions, and consents to use and provide the Prompts and User Input Data for the purpose of using Our Services. 9.3. Indemnification Indemnification by Mistral AI. Mistral AI shall indemnify, defend, and hold You harmless against any liabilities, damages and costs (including reasonable attorneys’ fees) payable to a third party arising out of a third party claim arising out of, related to or alleging that the Services infringe any third party intellectual property right. We will not indemnify You for any claim arising out of, related to: * The combination of the Services with the Customer Application or third-party software (including but not limited to the Customer Application), hardware or any other equipment not provided by Mistral AI, * Any modification of Our Services made (i) by You or a third-party, including but not limited to any fine-tuning of Our Models, or (ii) by Us following Your request, * The Cloud Provider Infrastructure or Services, * Your User Data or Your use of Your User Data, including but not limited to any modification by You or a third-party of an Output, * Any breach by You of these Terms of Service, or * Your failure to comply with the applicable laws and regulations. To the extent permitted by applicable law, the liability cap set out in Section 7 of these Terms of Service shall apply to the indemnification obligations under this Section. Indemnification by You. You agree to indemnify, defend, and hold Mistral AI and its affiliates and licensors harmless against any liabilities, damages, and costs (including reasonable attorneys’ fees) payable to a third party arising out of a third party claim arising out of or related to Your use of Our Services, including (i) Your use of the Services in violation of these Terms of Service or applicable law, (ii) Your Customer Application (if any) and/or (iii) Your User Data. Nothing in this Agreement should limit the Customer’s obligation to indemnify Mistral AI of such a claim in case of unauthorized use of the Services by the Customer or the Authorized User. Indemnification Procedure. The indemnification obligations this section of these Terms of Service are subject to the indemnifying Party (a) receiving a prompt written notice of such claim ; (b) being granted the exclusive right to control and direct (including the authority to elect legal counsel) the investigation, defense or settlement strategy of such claim and (c) benefitting from all reasonable necessary cooperation and assistance, including access to the relevant information, by the indemnified Party at the indemnifying Party’s expense. Mistral AI shall consult Customer before entering into any settlement or compromise of any claim, and shall take into account all reasonable comments from Customer. Remedies. The remedies in this section are the sole and exclusive remedies for any third-party claim. 10. Personal Data Personal Data. We do not access or process any Personal Data contained in Your User Data when You use Our Services, unless You grant us access to Your Personal Data as part of our technical support services. In such a case, the Data Processing Agreement will apply and We will process such Personal Data as Data Processor. In any case, You are the Data Controller for any processing of Personal Data carried-out by You when You use Our Services. 11. Confidentiality Confidentiality. Each Party acknowledges that during the course of performing its obligations hereunder it may receive or disclose Confidential Information. Each Party expressly acknowledges that the Confidential Information of the other Party consists of trade secrets and proprietary information having significant commercial value, and that knowledge of all or any part of the Confidential Information would potentially yield a competitive advantage over others not having such knowledge. For clarity, the Weights of the Model or the Modified Model are Confidential Information. Obligations. Accordingly, neither Party will (i) use the Confidential Information of the other Party except to exercise rights or perform obligations under this Agreement or (ii) disclose the Confidential Information of the other Party to any third party except to the Recipient’s directors, employees, or consultants to the extent necessary to carry out the purposes of this Agreement, provided that all such recipients are obligated by a written agreement containing confidentiality obligations at least as stringent as described herein. Each Party will take such steps as may be reasonable in the circumstances, or as may be reasonably requested by the other party, to prevent any unauthorized disclosure, copying or use of the Confidential Information by such third parties. Each Party may also disclose Confidential Information to the extent required by judicial or governmental order or as necessary to comply with any applicable law or regulation governing regulated businesses or the issuance of securities to the public, provided that the party making the disclosure gives the other party reasonable notice prior to such disclosure and, in the case of a judicial or governmental order, complies with any applicable protective order or equivalent. The Recipient agrees to exercise due care in protecting Discloser’s Confidential Information from unauthorized use and disclosure, and at a minimum will use at least the degree of care a reasonable person would use. Term. The obligations of the Parties under this Section shall survive the expiration or termination of this Agreement until such time as the information is no longer Confidential Information under this Agreement, except through a breach by either Party of their confidentiality obligations under this Agreement. Exclusions. Confidential Information herein shall not include information that (i) the Recipient can demonstrate by its written records to have had in its possession prior to disclosure by the Discloser, (ii) was part of the public knowledge or literature, not as a result of any action or inaction of the Recipient, (iii) was subsequently disclosed to the Recipient from a source other than the Discloser who was not bound by an obligation of confidentiality to the Discloser, (iv) the Recipient can demonstrate by its written records to have been independently developed by the Recipient without the use, directly or indirectly, of any Confidential Information, or (v) the Recipient is required to disclose pursuant to a court order or as otherwise required by law, provided, however, that the Recipient notifies the Discloser within sufficient time to give the Discloser a reasonable period to contest such order. Breach of Confidential Information. Each Party will promptly notify the other Party if it knows or suspects a breach of the other Party’s Confidential Information has occurred. Each Party reserves the right to seek indemnification, including but not limited to damages or any other form of compensation, from the other Party for any breach by the Customer of its confidentiality obligations. 12. Changes to these Terms of Service Update. We may update these Terms of Service at any time. Any modification of these Terms of Service will be effective thirty (30) days after they are posted by the Cloud Provider or You otherwise receive notice. Any modification to these Terms of Service will not apply retroactively. 13. General provisions Non waiver. The fact that either of the Parties does not claim application of any clause whatever of these Terms of Service or condones its non-performance, shall not be construed as a waiver by that Party to the rights stemming for it from said clause. A waiver of any right or remedy under these Terms of Service or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. Severance. If a court or any other competent authority finds any provision of these Terms of Service (or part of any provision) to be invalid, illegal or unenforceable, that provision or part provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of these Terms of Service shall not be affected. If any invalid, unenforceable or illegal provision of these Terms of Service would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable. No-partnership. Nothing in these Terms of Service is intended to, or shall be deemed to constitute a partnership or joint venture of any kind between any of the Parties, nor constitute any Party the agent of another Party for any purpose. No Party shall have authority to act as agent for, or to bind, the other party in any way. Neither You nor Mistral AI will suggest or claim any sponsorship, endorsement or affiliation with the other party, unless such a relationship is governed by a separate agreement. Entire agreement. These Terms of Service constitute the entire agreement between the Parties relating to the Services, and any other subject matter covered by these Terms of Service and supersedes all prior or contemporaneous oral or written communications, proposals and representations between the Parties, with respect to the Services or any other subject matter covered by these Terms of Service. Force Majeure. Neither Party will be liable to the other for any delay or failure to perform any obligation under these Terms of Service if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency (the “Force Majeure Event”). 14. Governing law and competent jurisdiction Governing law. These Terms of Service and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of France. Informal resolution. In the event of any controversy or claim arising out of or relating to these Terms of Service, the Parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both Parties.If the Parties do not reach settlement within a period of sixty (60) days, either Party may escalate the controversy or to the senior executives or both Parties (the “Executives”). The Executives shall then promptly engage in discussions and negotiations to seek a mutually agreeable resolution in the best interest of both Parties. Formal resolution. If You are located in France, the Parties agree that the courts of Paris, France shall have exclusive jurisdiction over any disputes arising out of or in connection with these Terms of Service or their subject matter or formation. If You are not located in France, all disputes arising out of or in connection with these Terms of Service or their matter or formation shall be finally settled under the rules of arbitration of the international chamber of commerce (the “ICC”) by one arbitrator appointed in accordance with the said rules. The arbitration proceedings shall take place exclusively at the ICC headquarters in Paris, France. The appointed arbitrator shall adjudicate the dispute in accordance with the applicable law. Exhibit 1 - Terms applicable to the Specific Access This Exhibit sets out the terms and conditions applicable to the Specific Access. For clarity, this Exhibit applies in addition to the Terms of Service. In case of any conflicts or discrepancies between the Terms of Service and this Exhibit, this Exhibit shall prevail. 1. Definitions Any capitalized term that is not defined in the Terms of Service shall have the meaning set out below: * “Authorized Individuals”: means the Customer’s employees authorized to access the Closed-Weight Model’s source code and Weights. * “Closed-Weight Model”: means a Model with the Weights not disclosed to the public, including any Modified Model. * “Security Incident”: means any event having an actual or reasonably anticipated adverse effect on any element of the security of the Closed-Weight Model made available to the Customer under the Terms of Service, or any event involving any breach of security leading to the accidental or unauthorized disclosure of, or access to the Closed-Weight Model and/or the Weights. This includes in each case a reasonably suspected or “near miss” event of which the Customer is aware. 2. Security and confidentiality of the Model Security and confidentiality. You must ensure the confidentiality and security of the source form of the Closed-Weight Model and especially the Weights. To this end, You must always use and have in place the following security measures: * Administrative measures. * Access to Closed-Weight Model’s source form and Weights shall be restricted solely to Authorized Individuals. * Authorized Individuals shall be subject to a confidentiality commitment substantially covering the following: * The Authorized Individuals shall maintain the Closed-Weight Model in strict confidentiality and segregated from the Customer’s team members not listed as Authorized Individuals, * The Authorized Individuals are expressly prohibited from exporting, sharing or disclosing the Closed-Weight Model source form and Weights to any individual not listed as an Authorized Individual, including team members, interns, external providers and third parties. * The Customer is responsible for providing training to Authorized Individuals on the confidentiality of the Closed-Weight Model and their corresponding obligations. * Technical measures. * Access to the Closed Weight Models shall be restricted and monitored. * State of the art IT protection shall govern workstations of Authorized Individuals. * Authorized Individuals shall use a unique identifier for accessing and utilizing the Closed-Weight Model source form and Weights. * The Customer shall not copy the Closed-Weight Model or hold any copy of the Closed-Weight Model that is not stored on the Cloud Provider’s Infrastructure. For clarity, the Customer is prohibited from exporting the Closed-Weight Model and the Weights from the Cloud Provider Infrastructure. 3. Traceability of the Models Traceability of the Models. Mistral AI implements security measures, such as watermarking, into each Closed-Weight Model provided to the Customer, to ensure the Model’s traceability (the “Traceability Measures”). These Traceability Measures allow Mistral AI to distinctly identify each Closed-Weight provided to a Customer. These Traceability Measures do not allow Mistral AI to access or use the Customer’s User Data. The Customer shall not in any way intentionally attempt to delete or alter the Traceability Measures implemented by Mistral AI. Mistral AI keeps a record of the Traceability Measures implemented into each Model. The record of Traceability Measures is subject to strict security protocols, including but not limited to a strict authorization policy. Mistral AI warrants that it permanently destroys any copy of the Model (as provided to the Customer) in its possession and control from its own IT infrastructure, as soon as such Model has been made available to the Customer. Therefore, once the Closed-Weight has been made available to the Customer, the Customer shall be the sole holder of the Model. 4. Unauthorized disclosure of the Model Unauthorized disclosure of the Model. In case of any unauthorized access or disclosure of all or part of the source code of the Model and/or the Weights (the “Leak”): * Mistral AI shall appoint an independent expert (the “IT Expert”) to conduct an investigation. The costs of this investigation shall be borne by Mistral AI. * The IT Expert shall possess the necessary skills and expertise to trace and identify the Model and determine its origin using the record of Traceability Measures. * If the IT Expert's investigation confirms that the leaked Model can be traced back to the Customer through the implemented Traceability Measures: * Mistral AI shall send the Customer an exact copy of the IT Expert’s report. * Mistral AI may terminate this Agreement immediately without prior notice and/or request from Customer indemnification under Sections 7 and 11 of the Terms of Service. In any case, the Customer shall not make or publish any public statement regarding the Leak without Mistral AI’s prior written consent. 5. Security incident The Customer shall notify Mistral AI in writing about any Security Incident immediately (and in any event within 24 hours) after the Customer is aware that a Security Incident has occurred and will update any notification given with any subsequent relevant information and will attend any meetings with Mistral AI on request by Mistral AI in relation to such notification. This notification will contain the following information: * The time the Security Incident occurred and the duration of the Security Incident, * The Closed-Weight Model affected by the Security Incident, * The nature and impact of the Security Incident, * The measures which have been taken or which are proposed to be taken to address the Security Incident and to mitigate its possible adverse effects. Where it is not possible to provide all such information at the same time, the information may be provided in phases without undue delay, but the Customer may not delay notification under this section on the basis that an investigation is incomplete or ongoing. If the Security Incident resulted in a Leak, Mistral AI reserves the right to (i) terminate these Terms of Service immediately without prior notice and/or request indemnification from Customer under Sections 7 and 11 of the Terms of Service. 6. Intellectual Property Modified Model. Mistral AI does not access the Modified Models stored on the Cloud Provider Instances and does not share the Modified Models with any third-party. However, Mistral AI retains sole and exclusive ownership of all right, title, and interest in and to the Modified Model, including all intellectual property rights (such as but not limited to, copyrights, patents, trademarks, and trade secrets) therein. For clarity, the license granted in Section 3 of these Terms of Service also applies to the Modified Model. Mistral AI shall not use the Modified Model. Upon termination or expiration of these Terms of Service, (i) Your rights to use the Modified Model will automatically terminate, (ii) Mistral AI will still have no rights to use of access the Modified Model, (iii) You shall promptly cease all use of the Modified Model and (iv) Mistral AI will request the Cloud Provider to delete the Modified Model.