The Solaya platform is developed and published by Solaya, a simplified joint stock company (SAS) with a capital of 2,000 euros, registered with the Nice Trade and Companies Register under number 928 050 343, whose head office is located at 2 Boulevard de Cimiez - 06000, Nice, France (the “Service Provider”).
The Solaya app, accessible on Apple’s Store (hereinafter the “Platform”), is a digital service offering brands the ability to autonomously 3D models of their products.
“Anomaly”: Refers to any reproducible malfunction that affects the proper functioning of the Solaya Platform, as defined by its documentation, irrespective of whether it is caused by the Client or due to improper use that does not comply with the documentation or this Agreement. Malfunctions stemming from products, software, services, or networks not directly provided by Solaya or its subcontractors are not Solaya’s responsibility. Anomalies may be classified as:
“General Conditions of Subscription and Use” or “GTC”: Refers to this Agreement, which includes the Client's chosen Subscription Plan, the General Conditions, and their annexes.
“Credits”: Units of value that Users can spend on the Solaya Platform to generate 3D, photo and video results. The value in credits depends on the characteristics of the 3D, photos and videos, particularly their export resolution and duration. The number of Credits allocated corresponds to the chosen Subscription Plan.
“User Data”: Data input by the User into the Platform to complete, delete, or add information.
“Intellectual Property Rights”: All intellectual property rights, including but not limited to patents, utility models, know-how, copyrights, software, database rights, trademarks, and related rights, whether registered or unregistered, including all applications for registration, renewals, and extensions worldwide.
“Personal Space”: The User’s personal space on the Platform, accessible via their login credentials, which allows access to the services and partner modules subscribed to by the Client.
“Subscription Plan”: Refers to the Client’s subscription to one of the Platform’s paid plans. This grants access to and use of the Platform in SaaS mode, including data hosting related to the use, as described in these GTC, and provides access to corrective maintenance services and the Platform’s other offerings.
“Identifiers”: The unique identifier and password assigned to the User in a confidential manner, granting access to the Platform and subscribed partner modules from the personal space.
“Personal Data Protection Act”: Law No. 78-17 of January 6, 1978, regarding data protection and freedoms, in its current version, as well as GDPR regulations, and any applicable directives or recommendations from the French CNIL (National Commission on Informatics and Liberty).
“Maintenance”: Refers to the services provided by Solaya to correct anomalies on the Platform (Corrective Maintenance), ensuring its uninterrupted functionality as per its documentation, as well as optional Evolutionary Maintenance to upgrade the Platform.
“3D Model(s)”: Three-dimensional digital models of the Client’s products, which Solaya will deliver.
“Platform”: The Solaya platform where the Client can create audiovisual content.
“Party(ies)”: Refers to Solaya and/or the Client, either separately or collectively.
“Results”: The audiovisual creations generated by the Client on the Solaya Platform, including any 3D models, photos or videos.
“User(s)”: Individuals authorized by the Client to use the Solaya Platform.
This Agreement consists in the Special Conditions, General Conditions and their
Annexes. The contractual documents have the following order of priority (the first taking precedence over the following):
(a) The Special Conditions;
(b) The General Conditions; and
(c) The Annex/Annexes.
4.1 Creation of a Personal Space
To access the platform and its features, users must create a personal account and provide accurate, complete, and up-to-date information, including their first and last name and email address.
4.2 Confidentiality of Login Credentials
Users are responsible for all activities under their account and must not share their login credentials or make their account available to others. If an account is created or the services are used on behalf of another person or entity, the user must have the authority to accept these terms on their behalf. Login details will be provided by the service provider, and users agree to respect the level of authorization granted to them.
4.3 Suspension or Closure of Account
In the event of non-compliance with these Terms of Use, and without prejudice to any legal actions that may be available, Solaya reserves the right to:
Additionally, the user's account may be suspended or closed in the event of non-payment of invoices or termination of the user's subscription plan for any reason.
5.1.1 Usage Rights
Solaya grants the Client a non-exclusive and non-transferable right to access and use the Platform for the duration of the Subscription Plan (in accordance with the Special Conditions and Article 7 below) in exchange for the price specified in the chosen Subscription Plan and under the conditions outlined in Article 6 below. This right of use is limited to the features selected by the Client in the Special Conditions. Only users with valid login credentials are authorized to access and use the Platform.
This right of use is provided via remote access and is intended solely for the internal use of the Client, excluding any other purpose.
This right of use automatically terminates at the end of the Subscription Plan or upon its termination for any reason.
It is understood between the Parties that the Platform, associated documentation, and all other information provided by Solaya to the Client remain the exclusive property of Solaya.
5.1.2 Accommodation and hosting
Under the Subscription Plan, Solaya will host the Platform and User Data on its servers or those of its subcontractors. Solaya will ensure the proper functioning and security of the infrastructure necessary for hosting.
5.1.3 Corrective and Preventive Maintenance
As part of the Subscription Plan, Solaya will provide corrective maintenance services for the Platform.
5.1.4 Service Levels and Availability
Solaya will maintain service levels and ensure the availability of the Platform in accordance with the terms specified in the Subscription Plan.
6.1 Price of Services / Subscription Packages
The prices are specified in the Special Conditions and are expressed exclusive of taxes (HT). They depend on the Subscription Plan chosen by the Client or on the Platform. If no specific choice is made in the Special Conditions, the Client must select the Subscription Plan (products and Modules) upon first accessing the Platform (in accordance with Article 4).
Any additional services not included in the chosen Subscription Plan will incur additional charges, which will be communicated to the Client in advance.
6.2 Terms and Conditions of Subscription Plans
The price of the Subscription Plan is determined by the number of products the Client wishes to add to the Platform and the Modules selected in the Special Conditions or during initial access to the Platform. Each variation of the same product counts as a separate product.
Regardless of the selected plan and the number of products and Modules chosen, the Client can opt for either monthly payments or an annual payment made in one upfront installment. The annual payment in one installment will provide a discount on the total price of the Subscription Plan.
The Client may add products or Modules directly via the Platform, resulting in an adjustment of the Subscription Plan price. Any additions of Modules or products are firm and definitive until the end of the current Subscription period (Initial Period or Renewal Period), without altering the Duration of the Subscription Plan. If additions occur within three (3) months preceding the anniversary date of the Contract, the Contract will automatically renew for an additional one-year period from the date of addition.
One month before the anniversary date of the Initial Period or each Renewal Period, the Client will have the opportunity to modify the number of products and Modules applicable for the upcoming Renewal Period. If no modifications are made, the Contract will renew under the same conditions, in accordance with Article 7.
6.3 Billing Terms
Unless otherwise specified between Solaya and the Client, the Client must pay invoices issued by Solaya within thirty (30) days of the invoice date via direct debit, credit card, or bank transfer, as provided on the Platform or in the Special Conditions.
For the Subscription price, this will either be invoiced monthly for a subscription with monthly payments or in full at the time of subscription for annual payment in advance.
In accordance with Article L. 441-10 of the French Commercial Code, any late payment by the Client will incur late payment penalties equal to three times the legal interest rate, along with a recovery fee of forty (40) euros per invoice. Additionally, Solaya reserves the right to charge the Client for any recovery costs incurred that exceed forty (40) euros, with supporting documentation.
6.4 Price Revision
The prices are fixed for the duration of the Subscription Plan. Solaya reserves the right to change the prices of the Subscription Plans at any time, with 30 days' notice. New prices will only apply to the Client starting from the next Renewal Period of the Subscription Plan, in accordance with Article 7.
Unless otherwise provided in the Special Conditions, the Contract is concluded for an initial fixed term of one (1) year from the Effective Date set out in the Special Conditions (the “Initial Period”). At the end of the Initial Period, the Contract will automatically renew by tacit agreement for new successive periods of one (1) year each (each, a “Renewal Period”), unless terminated by the Client or Solaya under the conditions set out below.
The Contract may also be tacitly renewed if a Module or new product is added via the Platform within three (3) months preceding the expiry date of the Initial Period or a Renewal Period.
Each Party may terminate the Subscription Plan early, without the need for legal action, in the event of non-performance of essential obligations by the other Party, thirty (30) days after formal notice sent by registered letter with acknowledgment of receipt that remains unaddressed.
Solaya may automatically terminate the Subscription Plan and/or suspend Users' access to the Platform without the need for legal action if the Client fails to pay the amounts due under the chosen Subscription Plan, following formal notice by registered letter with acknowledgment of receipt that remains unaddressed for ten (10) calendar days after receipt.
In the event of early termination due to the Client's fault, all sums paid by the Client will remain definitively acquired by Solaya, and any fees or amounts due until the end of the Subscription Plan will be immediately payable by the Client within fifteen (15) days of the effective date of termination.
Solaya commits to providing its Services with reasonable skill and care, acting with professional diligence. We strive to maintain access to the Platform 24 hours a day, 7 days a week, with an availability target of close to 99%. However, we do not promise to offer the Services indefinitely or in their current form for any specific period. Access to the Platform may be temporarily suspended for maintenance purposes. Solaya cannot be held responsible for any unavailability caused by external factors such as technical issues, network congestion, improper use of the Platform, or failures of Internet access providers.
Solaya provides Users with online help and notifications regarding the development and launch of new features. This online assistance serves solely as technical support and does not engage Solaya's responsibility in terms of advice or quality of service.
Solaya strives to maintain a high level of security for its Platform through regular backups, encryption for secure connections and information transmission, external security audits, certified hosting services located in France, and intrusion tests. Users are responsible for protecting their own User Data and software from viruses and must not use any devices or software that disrupt the proper functioning of the Platform. Users must inform Solaya of any failures or malfunctions of the Platform or the partner modules used.
Solaya reserves the right to update or modify its Services as necessary, while striving to notify Users of significant changes.
The Client must ensure that its Users comply with these terms and conditions. Each User is solely responsible for all activities they carry out on and from the Platform and must have all necessary rights, authorizations, and licenses for such activities.
Users are required to use the Platform in accordance with this Agreement and all documentation or best practices provided online. They are prohibited from using or downloading any elements or 3D Models on the Platform for which they do not possess the necessary rights and licenses. Users must also respect Solaya's intellectual property rights as outlined in the “Intellectual Property” section.
Users must respect the rights of third parties, including partners, maintain the confidentiality of User Data, and protect personal data. They should use the Platform's features with caution, especially those related to modifying or deleting Data, and act in accordance with applicable legal provisions and industry-specific professional standards.
Solaya has developed the Platform and all associated documentation. The Service Provider holds all copyright on the elements making up the Platform, including the concepts, software, development and configuration, functionalities, algorithms, databases, graphic interfaces, processes, graphics, logos, documentation, and content of the Platform, as well as the website www.solaya.ai. This Agreement does not entail any transfer of intellectual property rights on the Platform and its elements. Users are authorized to access and use the Platform only under the conditions defined herein.
The Client and its Users are prohibited from:
It is expressly agreed that the Client is prohibited from correcting any anomalies; the Service Provider reserves this right exclusively.
User Data remains the property of the User and is the User's responsibility when integrated into the Platform. Users must respect the rights of third parties, including intellectual property rights, privacy, and confidentiality, and must inform Solaya of any restrictions regarding the processing of certain data. The User guarantees they have the necessary rights and authorizations to process User Data and shall hold Solaya harmless against any claims related to infringements arising from data provided by the User.
The 3D Models created by Solaya remain the property of the Service Provider. This Contract does not entail any assignment or transfer of intellectual property rights on the 3D Models generated by Solaya to the Client. However, the Client owns the Results generated via the Platform and is free to download and use them across all media and territories.
The rights transferred to the Client include:
This assignment is granted for the entire world and for the duration of copyright protection in force, with the price included in the Subscription Formula. The Client also grants Solaya a non-exclusive license to use the Client's Results for promotional purposes or internal use.
Solaya is the owner of its distinctive signs, including trademarks and logos. Any total or partial reproduction of these signs without the express authorization of the rights holder is prohibited.
Solaya guarantees that it holds the necessary rights over all intellectual property rights subject to the Contract. Solaya shall defend and indemnify the Client against any claims of infringement related to the Platform, services, or documentation provided by Solaya. The Client must notify Solaya of any claims and shall leave the defense to Solaya.
The guarantee will not apply if claims are caused by misuse, modifications by the Client, or third-party specifications provided at the request of the Client.
Solaya retains all intellectual property rights associated with the Platform and its services, including all documentation and content.
The Client is granted a non-exclusive, non-transferable license to use the Platform according to the conditions outlined in this Agreement.
Solaya reserves the right to protect its intellectual property and copyright through legal means and will take action against any infringement or unauthorized use of its property.
12.1 Commitment of Solaya
Solaya is committed to respecting privacy and protecting personal data. It undertakes to develop the Platform and all related services in accordance with the principles of privacy by design and privacy by default. Solaya ensures that the collection, processing, and storage of Users' personal data are conducted in compliance with applicable data protection laws, including the GDPR.
Solaya is responsible for the processing of personal data relating to Users and pledges to adhere to the Personal Data Protection Law, ensuring the security and confidentiality of all personal information.
12.2 User Rights and Data Protection
The conditions for collecting, processing, and storing Users' personal data, as well as the rights granted to Users regarding their personal information, are detailed in Solaya's Privacy Policy. Users have the right to access, correct, delete, and object to the processing of their personal data, as well as the right to data portability.
Solaya ensures that these rights can be exercised by Users in accordance with the Personal Data Protection Law, and it provides clear procedures for submitting such requests, as outlined in the Privacy Policy.
Solaya declares that it has subscribed, at its own expense, to appropriate insurance policies with a reputable and solvent insurance company. These policies provide coverage for the financial consequences of any civil liability that Solaya may incur in connection with this Contract, including for any bodily injury, material, and/or immaterial damage. The insurance coverage includes, but is not limited to, a professional civil liability guarantee, ensuring that any claims resulting from the provision of services or the operation of the Solaya platform are adequately covered.
14.1 Limitation of LiabilityThe User acknowledges that they use the Solaya Platform at their own risk. The Parties shall only be liable for direct and foreseeable damages, as defined by Articles 1231-3 and 1231-4 of the Civil Code, caused by the Party’s failure to meet its obligations under this Agreement. Unless expressly stated otherwise, the obligations of both Parties under this Agreement are obligations of means. The Service Provider’s liability is capped at the total amount of fees received under the Subscription Plan chosen by the Client during the twelve (12) months preceding the incident.
14.2 Exclusions of LiabilityWithin the limits allowed by law, Solaya is not responsible for:
There shall be no limitation or exclusion of liability in the case of (i) gross negligence or willful misconduct, (ii) fraud, or (iii) legal penalties or costs as per the “Guarantee of Peaceful Enjoyment” provision.
Each Party may terminate the Subscription Plan early, without the need for legal proceedings, if the other Party fails to fulfill its essential obligations within 30 days following formal notice sent by registered letter with acknowledgment of receipt, and the breach remains unresolved. Solaya may also terminate the Subscription Plan or restrict access to the Platform without legal proceedings if the Client fails to pay the fees stipulated in the Subscription Plan, after a formal notice sent by registered letter remains unanswered within 10 calendar days. In the event of early termination due to the Client's fault, all sums already paid will remain with Solaya, and any remaining fees due until the end of the Subscription Plan will become immediately payable by the Client within 15 days of the termination date.
This Agreement is entered into *intuitu personae* for Solaya, meaning it is personal to the Parties and cannot be assigned, transferred, delegated, or sublicensed in any form, whether for payment or free of charge. However, either Party may assign this Agreement, along with all associated rights and obligations, without the consent of the other Party, in the case of a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to this Agreement, provided the assignment does not involve a direct competitor of the other Party.
It is understood that Solaya may, under its responsibility, engage external consultants and service providers to fulfill certain obligations under this Agreement. However, Solaya will remain fully responsible for the performance and conduct of these external parties in relation to the Contract.
Except for payment obligations, in the event of a force majeure event as defined by Article 1218 of the French Civil Code and by the case law of French courts, the obligations of both Solaya and the Client will be suspended. If the force majeure event persists for more than three (3) consecutive months, either Party may terminate this Agreement by sending a registered letter with acknowledgment of receipt, without prior notice, compensation, or liability for either Party.
The Client authorizes Solaya to mention it as a client and to display its logo and brand in any promotional or advertising materials related to Solaya's activities, including on its website.
20.1 Governing LawThis Agreement, as well as any dispute or claim relating to its formation, validity, interpretation, execution, or termination, shall be subject to French law.
20.2 Dispute Resolution ProcessIn the event of a dispute arising from the interpretation or execution of this Agreement, the Parties agree to attempt an amicable settlement before initiating legal action. The Party wishing to resolve the dispute must notify the other Party by registered letter with acknowledgment of receipt, within seven (7) calendar days. The Parties agree to appoint two individuals from their respective companies, at the "general management" level, to engage in good-faith discussions within a period of thirty (30) calendar days (this period may be expressly extended by mutual consent). Should the Parties reach an agreement, they shall sign a confidential settlement agreement. In case of failure to reach an agreement, all discussions during the conciliation procedure remain confidential and may not be used in subsequent legal or arbitration proceedings. If an amicable resolution cannot be reached, either Party can take the matter to the relevant court of their locality.
20.3 Copyright ComplaintsIf a copyright dispute arises, concerns should first be addressed by contacting Solaya directly through the available form. If the matter cannot be resolved through direct communication, the Parties may proceed with legal action in local courts.
21.1 Entire AgreementAll clauses and conditions of this Agreement are binding on the Parties. This Agreement reflects all commitments made between the Parties and supersedes all prior verbal or written agreements.
21.2 InterpretationIn case of difficulty interpreting a clause, the clause itself will prevail over the headings.
21.3 Modification of TermsAny modification of the clauses must be documented in writing and signed by authorized representatives of both Parties.
21.4 NotificationUnless specified otherwise, notifications between the Parties will be made via email to the addresses provided at the time of subscription to the Solaya services.
21.5 Validity of ProvisionsIf any provision of this Agreement is declared null or inapplicable by a court, it will be removed without invalidating the rest of the Agreement. The Parties will replace the clause with a valid one that closely reflects the original clause’s legal and economic intent.
21.6 WaiverAny failure to assert a violation or take action does not constitute a waiver of rights. Waivers are only valid if provided in writing and signed by the authorized representative of the waiving Party.
1.1 Confidentiality of User Information
Each Party agrees to treat as strictly confidential all information communicated to it by the other Party during the execution of this Contract, particularly with regard to User Data and business-related information. Solaya commits to safeguarding any confidential information provided by the Client and ensures that it will not disclose or misuse such information for the entire duration of the Contract. Similarly, the Client undertakes to protect any confidential information related to Solaya’s operations, technology, or business practices.
1.2 Non-disclosure Obligations
Both Solaya and the Client agree not to disclose, share, or use any confidential information provided by the other Party for any reason or with any third party, except for the proper execution of this Contract. This confidentiality obligation applies to all forms of information shared, regardless of the medium or format.
However, the obligations of confidentiality do not apply to information that:
Each Party will only allow access to confidential information to those of its directors, employees, agents, consultants, or subcontractors who require it for the proper performance of the Contract, and these individuals must adhere to the same confidentiality obligations.
The confidentiality obligations under this section will remain in effect for three (3) years following the termination or conclusion of this Contract, regardless of the reason for termination.