Terms of Use
Preamble
Welcome to Mistral! Our platform provides access to Mistral AI’s artificial intelligence models tailored for text generation alongside with a range of complementary services (the “Services”).
This agreement (the “Agreement”) is entered into by and between Mistral AI, a French simplified joint-stock company, registered at the Trade register of Paris under number 952 418 325, and having its corporate seat at 15 rue des Halles 75001, Paris, France ("Mistral AI" or “Us”, also referred to with the possessive adjective “Our”) and any person who uses, accesses or subscribes to the Services ("You" or the “Customer”).
These Terms of Use apply to any Subscription, use and/or access to the Services by You. By subscribing, accessing or using the Services, You expressly agree to abide by and be bound by this Agreement.
Definitions
The capitalized words in this document shall have the meaning set forth below:
“Account”: means Your account on the Platform.
“Agreement” or or “Service Agreement”: means the agreement entered into by and between Mistral AI and You, composed of (a) these Terms of Use, (b) where
applicable, the applicable Terms of Service and (c) all materials referred or linked to in the above mentioned documents, as may be amended from time to time.
“Anomaly”: means any anomaly affecting the proper functioning of the Services.
“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 the Professional Customer’s employees and/or independent contractors, allowed by the Professional Customer to access and use the Services, subject to the Authorized Users’ compliance with this Agreement.
“Billing Cycle”: means the frequency at which the Customer is billed for the Fees, based on the Customer’s Subscription Plan.
“Business Hours”: means from 9 am to 6 pm on a Business Day.
“Business Days”: means from Monday to Friday, excluding French public holidays.
“Customer Application”: means the application edited and operated by the Customer under its sole control and responsibility, that the Customer may connect to the Platform to use certain 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 the Services or (ii) the date You accept these Terms of Use.
“Fees”: means the fees paid or payable by the Customer under this Agreement in consideration for the Paid Services.
“Filters”: means the automatic mechanisms such as moderation prompts implemented by Mistral AI designed to screen or remove offensive, inappropriate or illicit content from the Output.
“Identifiers”: means Your email address and password required to log into Your Account.
“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)) and (ii) the associated documentation as may be amended from time to time (the “Documentation”).
“Parties”: means You and Mistral AI. In the singular, “Party” means one of the Parties.
“Payment Services”: means the online payment services provided by Stripe Technology Europe Limited, having its principal office at The OneBuilding, 1, Lower Grand Canal Street,Dublin 2, Ireland, and registered as a payment service provider in Ireland under number C187865 (the “Payment Services Provider” or the “PSP”), allowing the Customer to pay the Fees on the Platform.
“Personal Data”: means any data related to an identified or identifiable natural person.
“Privacy Policy”: means Mistral AI’s privacy policy.
“Platform”: means the platform operated by Mistral AI, available
at http://console.mistral.ai.
“Services”: means the services provided by Mistral AI to You under this Agreement, including but not limited to the Platform, the Model(s) and any other services provided by Mistral AI along with any associated software, application and website. The Services may be free of charge (the “Free Services”) or charged to You (the “Paid Services”).
“Subscription”: means the Customer’s subscription to the Services.
“Subscription Plan”: means the specific set of Services the Customer subscribes to. The available Subscription Plans are mentioned on the Platform and may be amended from time to time by Mistral AI at its sole discretion.
“Support”: means the support Services provided by Mistral AI to the Customer, which includes:
- “Customer Support”: means the service consisting in replying to the Customer’s questions and queries about the Services.
- “Technical Support”: means the service consisting in fixing the Anomalies notified by the Customer to Mistral AI through the Ticketing Platform.
“Terms of Service”: means the agreement entered into by and between the Parties and governing the use of specific Services and/or Subscription Services.
“Terms of Use”: refers to these terms of use.
“Ticketing Platform”: means the ticketing application provided by Mistral AI to the Customer, where the Customer can request Technical Support. The Customer may also request Technical Support at support@mistral.ai.
“Upgrade”: means any new version of the Services that introduces new features, enhancements, or improvements beyond the current version provided to the Customer under the Customer’s Subscription Plan.
“User Data”: means any of the following data:
- The “User Feedback”: means Your feedback pertaining to the accuracy, relevance, and effectiveness of the Outputs, including but not limited to any identified discrepancies or errors.
- The “User Input Data”: means any data provided by You 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 this Agreement.
- 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.
“You”, the “User” or the “Customer”: means any person who uses, accesses, browses and/or subscribes to the Services. The terms “Your”, and “Yours” are also used throughout this Agreement to specifically refer to such Customer. The Customer can be:
- A “Consumer’: has the meaning given in Section 15 (Provisions applicable to Consumers) of these Terms of Use.
- A “Professional Customer”: means any Customer Subscribing, accessing to or using the Services as part of its business or professional operations.
2. Purpose and scope
2.1. Purpose
The purpose of this Agreement is to describe the rights and responsibilities of the Parties in connection with Your use of the Services.
2.2. Scope and contractual documents
Scope. These Terms of Use apply to any Subscription, access to or use of the Services by You on the Platform or via a Marketplace (as defined in Section 4.4. (Subscription via a Marketplace) of these Terms of Use.
Additional Terms. Some Services may be subject to additional terms specific to that Service as set forth in the applicable Terms of Service. By accessing or using a Service covered by the Terms of Service, You also agree to such Terms of Service.
Hierarchy. In case of any conflicts or discrepancies between these Terms of Use and the applicable Terms of Service, the applicable Terms of Service shall prevail.
3. Acceptance
General Principle. Any access or use of the Services by You implies Your unreserved agreement to these Terms of Use. You must read these Terms of use carefully before using
the Services. We recommend You download these Terms of Use, print them and keep a copy thereof. By clicking on “I agree” (or any similar button or checkbox on the Platform) at the time You sign up for a Service or by signing a Purchase Order, You expressly agree to be bound by this Agreement.
Agreement on behalf of another person. If You agree to any of the terms composing this Agreement on behalf of Your employer or a legal entity, You warrant and represent that You possess the authority to act and accept such terms on their behalf. In such a case, the words “You” or “Customer” in this Agreement will refer to Your employer or that legal entity.
4. Access to Our Services
4.1. What You need to access and use Our Services
Age limitation. You must be at least thirteen (13) years old to use Our Services. You must have parental or legal guardian permission if You are a minor registering for Our Services. We will promptly delete any Account found to be in violation of such requirements.
Technical requirements. You need a computer (or any compatible electronic device) and a high-speed internet connection to access and/or use Our Services. Depending on the Services You use, some additional technical requirements might be required, as further described in the Documentation and/or in the applicable Terms of Service. You are responsible for ensuring You comply with the foregoing technical requirements to utilize the Services effectively.
Costs. Unless otherwise stated, the costs of the abovementioned technical requirements shall be borne solely by You.
4.2. Your Account
Account creation. You must create an Account on the Platform to use
the Services. To do so, You must fill in the form provided on the
Platform. You must provide loyal, complete, correct and up-to-date
information to Mistral AI and promptly update the information on Your
Account if any changes occur.
Authorized Users. Subject to Your Subscription Plan, You may (a) create an Account for Authorized Users within the limits allowed by Your Subscription Plan. The creation of those Accounts may be charged to the Customer in accordance with the Fees applicable to its Subscription Plan, (b) manage the Authorized Users’ Accounts and (c) give those Authorized Users the relevant permissions to access and use the Services.
Restrictions. Your Account is intended for Your use only. Unless
otherwise stated, You shall not share Your Account with any third party
without Mistral AI’s prior written consent. You represent and warrant
that You will not create (a) any fake Accounts, (b) more than one
Account or (c) an Account on behalf of another individual or entity
without such individual’s or entity’s consent.
Account security. You must keep Your Identifiers secure and strictly
confidential. Mistral AI does not commit to monitoring which individual
is using Your Account. You are thus solely responsible for any action
carried out via Your Account, whether that action was carried-out by You
or not. For the avoidance of doubt, any operation carried out using Your
Account will be considered to have been carried-out by You. Therefore,
You shall (a) monitor the use of the Services and Your Account closely
and (b) notify Mistral AI at support@mistral.ai in the event of any
(suspected or confirmed) unauthorized or fraudulent use of Your Account
as soon as You become aware of such events.
Suspension or deactivation by Mistral AI. Mistral AI reserves the
right to suspend or deactivate Your Account Section 13 (Term, Suspension and Termination) of these Terms of Use, if
Mistral AI suspects or determines that such Account may have been used
for an unauthorized purpose.
Deactivation by You. You may deactivate Your Account at any time by sending an email tosupport@mistral.ai unless You
subscribed to Our Paid Subscription Services. In such a case, You may only delete Your Account under the terms and conditions set forth in Section 13 (Term, Suspension and Termination) of these Terms of Use or in the applicable Terms of Service
4.3. Subscription to the Services
4.3.1. Free Services
Subscription Process. To access and use the Free Services, You must:
- Create Your Account on the Platform in compliance with the Terms of Use, and
- Accept this Agreement.
4.3.2. Paid Services
Subscription Process. To subscribe to the Paid Services, You must:
- Create Your Account, in compliance with the Terms of Use,
- Choose Your Subscription Plan,
- Choose Your payment method. If You choose to pay the Fees via credit card, an imprint of its credit card may be taken to verify the validity of the card. This process is solely for verification purposes and does not result in any immediate charges unless explicitly stated,
- Provide Your payment and billing information by filling in the form available on the Platform. You must provide loyal, up-to-date, complete and accurate payment and billing information. You shall promptly update Your payment and/or billing information in order to keep such information current, complete and up-to-date. This change can be made through the Your Account on the Platform,
- Accept this Agreement,
- Review Your Subscription. During this step, You will be able to modify the Purchase Order if necessary,
- Confirm Your Subscription, and
- Depending on the Services You wish to Subscribe to, You may be required to pay for the Fees for the initial subscription month, as outlined in the applicable Terms of Service.
Confirmation of the Subscription. Once the Subscription process is complete, a page will appear on the Platform to confirm Your Subscription. Mistral AI will send You a confirmation of Your Subscription at the email address provided by You when creating Your Account (unless such email address is not valid), alongside with a PDF copy of this Agreement. This confirmation does not constitute an invoice. You will be able to access and use the Paid Services once You have received such confirmation.
Subscription verification process. Mistral AI and/or, where applicable, the Payment Services Provider will verify the information provided by You during the Subscription process. Mistral AI reserves the right to decline the Your Subscription to the Paid Services in case of any suspected OFAC regulation violation or instances of fraud and/or misrepresentation. In such cases, (i) Mistral AI will notify You by email, (ii) Mistral AI will refund You of any pre-paid Fees under this Agreement and (iii) this Agreement will automatically terminate.
Change Subscription Plan. A Subscription Plan enables the Customer to access specific features and Models as listed on the Platform. If the Customer wishes to access a Model that is not included in its current Subscription Plan, the Customer must subscribe to the relevant Subscription Plan to gain access.
4.4. Subscription to the Services via a Marketplace
General Principle. If You subscribe to any of Our Services via a marketplace (the “Marketplace”) operated by a third-party (the “Agent”) including for self-deployment by You, this Agreement shall be supplemented by the terms entered into by and between You and the Agent or terms displayed on the marketplace subscription page for the Services (the “Marketplace Terms”). In such a case, Your access and use of the Model will be facilitated through the IT Infrastructure of the Marketplace. You acknowledge that Mistral AI has no control over the Marketplace’s IT infrastructure and that Mistral AI will not be held liable for any outcomes arising from it, including but not limited to the unavailability of the Model, errors, bugs or any impossibility to access or use the Model.
Hierarchy. The Marketplace Terms shall supersede the following sections of this Agreement:
- For these Terms of Use: 4.2. (Your Account), 6 (Fees, billing and payment), 9 (Our Obligations - the paragraphs titled “General Obligations” and “Illicit Content”), 13 (Term, suspension and Termination).The Paragraphs “Customer Support”, “Customer Support Exclusions” and “Technical Support” of Section 5 (Our Services) will only apply if (i) the Customer contacted the Agent’s support team first and (ii) the Agent’s support team determined that the Anomaly is caused by Our Services or the Agent’s support team could not answer the Customer’s questions. Section 14.2. (Mistral AI as Data Processor) only applies to the processing activities carried out by Mistral AI on behalf of the Customer for Customer or Technical Support purposes.
- For the API Terms of Service: 4.2. (Service Level Objectives), 5 (Fees, payment and billing), 6 (Term and termination).
For the Chat Terms of Service: 4.2. Chat Services Availability.
Term. This Agreement shall commence on the Effective Date and continue for the duration of the Marketplace Terms. This Agreement can be terminated by the Customer under the conditions set out in the Marketplace Terms.
5. Our Services
The Platform. Any User may access and use the Platform free of
charge as well as the Free Services. Our Services consist in allowing
You to use Our Model(s) for the purpose of generating Outputs. You can
access the full list and description of the Services provided by Mistral
AI on the Platform and/or on the Documentation, as may be amended from
time to time.
Restrictions. Certain Services may not be directly accessible,
either due to their payable nature (Paid Services) or restricted
access limited to specific Users, such as businesses. The paid or
restrictive nature of these Services is explicitly outlined on the
Platform and/or the applicable Documentation.
Evolution of the Services. Subject to the applicable Terms of
Service, We reserve the right to modify, update or enhance Our Services
without notice. Such modifications may include, but are not limited to,
debugging, feature additions, enhancements or alterations to improve
Service quality. You agree that We are not obligated to maintain or
provide prior features, functionalities or Services following
modifications, updates or upgrades, unless otherwise stated.
Customer support. Mistral AI will provide You with all reasonable guidance and information necessary to facilitate the optimal use of the Services, under the terms set out below (the “Customer Support”). The Customer shall submit Customer Support requests to Mistral AI through Mistral AI’s Ticketing Platform. Mistral AI will use commercially reasonable efforts to respond to the Customer’s legitimate questions concerning the use of the API Services within a reasonable time, during Business Hours and on Business Days.
Customer Support exclusions. This Assistance Service does not cover any inquiries by the Customer:
- For which information is readily available in the Documentation,
- Regarding the initial training for the use of the Services. You are solely responsible for training Your Authorized Users to use the Services,
- Resulting from the use of third-party software, hardware or services not provided by Mistral AI,
- Resulting from Your improper, unlawful or unauthorized use of the Services, or
- When You fail to pay the applicable Fees.
Technical Support. You must notify Mistral AI of any Anomaly affecting the Services using the Ticketing Platform. Mistral AI will use commercially reasonable efforts to fix the Anomalies notified by You within commercially reasonable timeframes.
Adaptive Maintenance. Mistral AI may perform adaptive maintenance, to ensure the Services continual adaptability and alignment with evolving technological or regulatory standards. You acknowledge and agree that this Agreement does not automatically include any Upgrades for the Services and that any Upgrades may require changing Your Subscription Plan. For the avoidance of any doubt, Mistral AI is under no obligation to improve the Services or provide any Upgrade to You.
6. Fees, billing and payment
General Principle. Specific payment terms may apply depending on the Services Your Subscribe to. Please make sure to check the applicable Terms of Service to know more about the applicable payment terms before Subscribing to a Service.
6.1. Fees
Applicable Fees. The Fees are listed on the Platform inclusive of all Taxes. You must pay to Mistral AI the Fees listed in Mistral AI’s then-current price list available on the Platform. Unless otherwise stated and to the extent permitted by applicable law, all amounts paid by the Customer are non-refundable and non-cancellable.
Pricing evolution. Mistral AI may modify the price list at its own discretion upon giving at least thirty (30) days’ notice in writing to the email address You provided upon Your Subscription. If You do not agree with this modification, You may terminate this Agreement and/or the relevant Purchase Order before the end of this notice period. The Fees will not be increased during this notice period.
6.2. Billing
Payment method. The Customer must pay the Fees via credit card or any other payment method available on the Platform.
Frequency. The Customer authorizes Mistral AI and/or the Payment Service Provider to charge the Customer’s select payment method every month.
Payment Services. The Payment Services allowing the Customer to pay the applicable Fees are provided by the Payment Services Provider under its sole control and responsibility. Mistral AI is not responsible for the Payment Services provided by the Payment Services Provider.
Billing. Billing shall occur simultaneously as payment.
6.3. Suspension or termination
Suspension or termination. We reserve the right to suspend or terminate Your access to the Services in case of late-payment or non-payment under the conditions set forth in Section (Term, Suspension and Termination) of these Terms of Use.
6.4. Conditions applicable to Professional Customers
Late payments. The Customer may not withhold any amounts due under this Agreement. Any late payment will (i) be increased by a fixed indemnity of fourty (40) euros and the costs of collection (if any) and (ii) will incur a late payment interest rate of three (3) times the legal interest rate per day, starting from the day after the payment due date until full payment is received. For the purpose of this Agreement and subject to applicable law, the legal interest rate means the interest rate applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points.
Taxes. The Customer is responsible for settling any applicable Taxes that may be levied on top of the Fees and must pay Mistral AI for the Services without any deductions related to Taxes. If Mistral AI is required to collect or pay any Taxes, they will be invoiced to the Customer, who is obligated to settle them unless a valid tax exemption certificate regarding these Taxes is timely provided to Mistral AI. If the Customer is obligated by law to withhold Taxes from any payments under this Agreement, the Customer agrees to increase the payment amount to ensure that Mistral AI receives the full agreed-upon Fees notwithstanding these deductions. The Customer will be solely responsible for remitting the withheld amounts to the relevant authorities. The Customer shall provide Mistral AI with all pertinent tax identification information that Mistral AI may require under the applicable law to ensure compliance with prevailing tax regulations and the authorities of relevant jurisdictions. The Customer agrees to settle any potential interests, penalties, taxes, or fines resulting from the Customer’s failure to declare, or reimburse Mistral AI for such amounts.
7. Your User Data
Responsibility. When You use Our Services, You may provide Prompts and Our Services may generate Outputs in return. You are solely responsible for Your use of the Prompts and the Outputs. You shall only use Prompts to which You own all required rights under applicable law and do so in a manner that is consistent with the applicable law. You shall not intentionally make the Services generate Outputs infringing intellectual property rights, third party rights or applicable law, or use such infringing Outputs after You become aware of such infringement.
Prompt ownership. You hereby represent that You own Your Prompts. You retain all the rights, including but not limited to the intellectual
property rights to Your Prompts.
Output ownership.We do not claim any ownership or intellectual property rights of any kind in and to the Outputs generated by Our Models. You are the sole owner of the Outputs. You must not use the Outputs or any modified or derived version of the Outputs to reverse engineer the Services.
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. For
the avoidance of any doubt and 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, 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.
License. You grant Us, for the term of this Agreement, a worldwide, revocable, non-exclusive, non-sublicensable, non-transferable right to use the Prompts, Outputs and User Input Data for the purpose of performing the Services. You grant Us, for the duration of the intellectual property rights under applicable law, a worldwide, non-revocable, non-exclusive, non-sublicensable, non-transferable right to use Your User Feedback for the purpose of improving Our Model(s). This helps us improve the accuracy of the Outputs generated by Our Model(s) and the overall efficiency and/or moderation of Our Services.
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). Subject to Your Subscription Plan and to the option being available on the Platform, You may deactivate these Filters for legitimate purposes pertaining to Your specific Use-Case. 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.
8. Your obligations
General obligations. You shall use Our Services in compliance with
this Agreement and all applicable laws and regulations, including but
not limited to all intellectual property, data and privacy laws.
Therefore, You are responsible for:
The information You provide Us. You must provide honest, loyal,
complete, accurate and up-to-date information to Mistral AI and
promptly update such information as need may be.
Your use of Your Account and Our Services. You must:
Not use Our Services for any illicit, unlawful, prohibited
and/or illegal purposes, to harm third parties or Mistral AI.
Not use the Services for a benefit of a third party unless
agreed otherwise in a separate contract with Us.
Not use the Services to circumvent the intended features,
functionality or limitations of the Services or to divert Our
Services from their intended purposes as set forth in this
Agreement.
Not interfere with or circumvent mechanisms in the Services
intended to monitor Your use of Our Services or to limit such
use, except as provided for in Section 6 (Your User Data) of
these Terms of Use.
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.
Not use the Services in a manner in which, in Mistral AI’s
opinion, would affect Mistral AI’s reputation or goodwill or any
of its trademarks.
Your User Data. You must:
Not represent that the Output was generated by a human when it
was generated by Our Services.
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 compromising the security of Our Services. You must:
Not interfere with, circumvent or bypass mechanisms in the
Services intended to ensure the security of our Services.
Not attempt to or engage in any activities that could compromise the security, moderation or proper functioning of the Services. Specifically, the Customer shall refrain from any attempt to inject malicious Prompts or carry-out Prompt injection attacks with the intent of manipulating the behavior of the Model,
Not attempt to or take any actions that may result in unauthorized access, interference or disruption of the Services’ operation.
Not disable, overly burden, impair or otherwise interfere with
servers or networks connected with Our Services.
Not disseminate data that would diminish, disorganize, slow down
or interrupt the normal functioning of Our Services.
Not use, store, transmit or disseminate data that contains any
computer viruses, worms, malicious code, or any software
intended to damage or alter a computer system or data.
Not perform any vulnerability, penetration or similar testing of
Our Services.
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 Services, 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.
Not incorporate Our Services into Your products and/or services,
unless otherwise stated.
Not extract, by permanent or temporary transfer, all or part of
the contents of Our Services, by any means and under any form
whatsoever, including by scraping, except as otherwise
authorized under the terms of this Agreement.
Not merge or combine the Services with any software, programme
or technology, except as otherwise authorized under the terms of
this Agreement..
Not copy, reproduce, transcode, adapt, translate, arrange,
modify or create any derivative works of the Services except as
expressly authorized by applicable law.
Not seek to reverse engineer 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 grant a license, sub-licence or access to or sell, lend,
lease or distribute, in any form whatsoever, the Services to
third parties without the prior written authorization of Mistral
AI.
Not make the Services accessible to third parties, unless
otherwise stated.
Not use Outputs to reverse-engineer Our Services.
Third parties. You shall not encourage or assist any other User or third party in doing anything that is strictly prohibited under this
Agreement.
Obligations specific to Professional Users. When using the Services, You must:
- Comply with the Applicable Data Protection Law. In particular, the Professional User, as Data Controller, is responsible for:
- Providing any person whose Personal Data is processed by the Professional User with the information required under the Applicable Data Protection Law, including the information required by Article 13 and 14 of the GDPR,
- Ensuring that the Professional User and/or Authorized Users have obtained all the necessary consents and authorizations with respect to the Applicable Data Protection Law to process Personal Data when using the Services, including but not limited to any consent related to the User Data, and
- Providing the Authorized Users with any guidance relating to the processing of Personal Data when using the Services.
- 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,
- Document the use of the Services as deployer of the Models, to the extent that such documentation is required by the applicable law, including but not limited to (i) the Professional User’s use case, (ii) the transparency measures implemented by the Customer, (iii) the evaluation process of the Services, (iv) an assessment of the risks of the Services in relation to the use-case and steps taken to mitigate those risks and (v) post-deployment monitoring and safeguards;
- Supervise the Authorized Users’ use of the Services. To this end, the Professional User agrees that the Professional User is solely responsible for:
- Ensuring that all individual users, including the Authorized Users, are contractually bound to terms and conditions with the Professional User that are as protective of
- Mistral AI’s rights as outlined in this Agreement,
- Informing the Authorized Users about the proper use of the Services, including the guidelines, restrictions and usage limitations, and
- Providing adequate training and educational resources to the Authorized Users, ensuring their understanding of the Services proper and responsible use, as well as compliance with the specified terms.
9. Our obligations
General obligations. Subject to Your compliance with this Agreement
and to the applicable Terms of Service, Mistral AI will use commercially
reasonable efforts to make the Services accessible 24 hours a day, 7
days a week. However, Mistral AI reserves the right to suspend the
availability of all or part of the Services (a) in case of a Force
Majeure Event (as defined in Section 14 of these Terms of Use), (b) for
maintenance purposes, including but not limited to, to fix anomalies,
bugs or errors, to launch new or improved features or Services, or to
address immediate security concerns. Unless otherwise stated, Mistral AI
is not under an absolute obligation of any kind. Mistral AI shall not be
held responsible for any disruptions, interruptions and/or anomalies
that are not of its making and that affect, for example, transmissions
via the Internet network and more generally via the communication
network, whatever the extent and duration. Mistral AI reserves the right
to make available a new Model, discontinue the availability of a Model,
or change the performances of a Model, without prior notice to
Customers, even if Mistral will do its best efforts to warn Customers in
advance in case of discontinuation of a Model.
Security. Mistral AI will use commercially reasonable efforts to
implement and maintain reasonable security measures to prevent
unauthorized access to the Services, as well as fraudulent destruction,
loss, or alteration of data. These security measures may include, but
are not limited to, the use of firewalls, encryption, strict access
controls, regular backups, and security protocols compliant with good
industry standards.
Illicit content. You have the availability to report to Mistral AI any Output and/or User Data that (a) incites hate, violence, or discrimination against individuals based on their origin, ethnicity, religion, gender, sexual orientation, etc. (b) glorifies sexual harassment, (c) violates human dignity (e.g., human trafficking or pimping), (d) glorifies crimes against humanity or denying their existence, (e) incites terrorism, (f) glorifies very serious crimes against individuals (e.g., murder or sexual assault) (g) glorifies crimes involving theft, extortion, or material damage posing a danger to individuals (h) are of a pedophilic nature (i) are dangerous for minors. You can report such content by using the report feature on the Platform and/or by sending an email at support@mistral.ai. You grant Us the right to access the reported content to improve Our Services (e.g. to help Us make sure that the Model does not generate illicit content). This right is granted worldwide and for the duration of the intellectual property rights under applicable law. You must delete such content using the applicable feature on the Platform.
10. Intellectual Property
10.1. License to use the Services
Right to use. Mistral AI grants You a worldwide, revocable, non-exclusive,
non-sublicensable, non-transferable right to use the Services for the term of this Agreement, in compliance with this
Agreement and the applicable law. This right to use the Services is subject to the restrictions set out (a) in the Terms of Service and (b) in Section 8 (Your Obligations) of these Terms of Use.
Mistral AI Intellectual Property. Mistral AI has and retains all
right, title and interest, including all intellectual property rights,
in and to the Platform and/or the Free Services, including but not
limited to the Model(s). No rights are granted to You, except as
expressly set forth in this Agreement. All rights and licenses granted
under this Agreement shall terminate when the applicable Agreement
and/or the applicable Terms of Service terminates.
10.2. 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 the Customer, 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.
11. Warranties and indemnification
11.1. Mistral AI warranties
Services provided “as is”. The Services are provided to You “as is”. To the extent permitted by applicable law, Mistral AI makes 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 Mistral AI’s express obligations under this Agreement, Mistral AI does not warrant that Your use of the Services will increase Your revenues, be error-free, uninterrupted or that Mistral AI 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 ServicesPlatform and/or the Free Services, or from the non- suitability of the ServicesPlatform and/or the Free 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, and
- Mistral AI has the rights to all the intellectual property made accessible to You in the context of this Agreement.
11.2. The Customer’s warranties
You represent and warrant that:
- You have the authority to enter into this Agreement,
- You will use the Services in accordance with the applicable laws and regulations and this Agreement 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 and to give us the license set forth in Section 7 of these Terms of Use.
11.3. Indemnification
Indemnification by Mistral AI. Mistral AI shall indemnify, defend, and hold the Customer harmless against any liabilities, damages and costs (including reasonable attorneys’ fees) payable to a third party arising out of a third party claim alleging that the Services infringe any third party intellectual property right. Mistral AI shall not indemnify the Customer for any claim arising from or related to:
- The combination of the Services with Customer or third-party software (including but not limited to the Customer Application), hardware or any other equipment not provided by Mistral AI,
- Modification of the Services by You or any party other than Mistral AI, including but not limited to any fine-tuning of Our Models by You or any third-party
- The Customer’s User Data,
- The Customer’s modification of the Outputs,
- The Customer’s breach of this Agreement, or
- The Customer’s failure to comply with the applicable laws and regulations.
To the extent permitted by applicable law, the liability cap set out in Section (Liability) of these Terms of Use shall apply to the indemnification obligations under this Section.
Indemnification by the Customer. The Customer agrees 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 related to (a) the use of the Services in violation of this Agreement, (b) the Customer Application (if any), or (c) the 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 that the Services, the Customer Application or the User Data infringe intellectual property rights.
12. Liability
12.1. Disclaimer
Disclaimer. To the extent permitted by applicable law, Mistral AI
will not be liable:
- In case of a Force Majeure Event (as defined in Section 14 of these
Terms of Use),
- In case of temporary unavailability of the Services (a) for
maintenance purposes, including but not limited to, to fix
anomalies, bugs or errors, to launch new or improved features or
Services, or to address immediate security concerns, or (b) in case
We suspended Your Account,
- In relation to third-party content or websites linked or referred to
on the Platform,
- For any cause not attributable to Mistral AI,
- For Your use of Your User Data,
- When You share Your Conversations with third-parties,
- For your breach of this Agreement,
- For the performance of the Model and/or any modified, customized or fine-tuned version of the 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 another User’s
Outputs,
- 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.
12.2. Limitation of liability
Liability Cap for Free Services. To the extent permitted by law and subject to the
applicable Terms of Service, in no event will Our total aggregate
liability in connection with or under the Free Services, or Your use of
or inability to use the Free services, exceed 100 euros.
Liability Cap for Paid Services. 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 this Agreement will not exceed, in the aggregate, the lower of (i) the amount of the Fees paid or payable by the Customer in the twelve (12) calendar months preceding the date on which the first such event or events occurred or (ii) 10.000 euros.
Multiple claims. The existence of one or more claims under this
Agreement will not increase the above mentioned liability caps. You agree that any
Losses or claim You may have under this Agreement 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 the Customer has
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.
13. Term, suspension and termination
13.1. Duration
This Agreement will commence on the Effective Date and continue for an indefinite period of time, until terminated by either Party.
13.2. Suspension of Your Account
Suspension. We reserve the right to suspend Your Account and/or Your
access to all or part of the Services in case of:
Your breach of this Agreement,
Late payment or non-payment of the applicable fees (if any),
Immediate security concerns.
Notification. We will notify You of the suspension and the reasons
for such suspension seven (7) days prior to the suspension taking
effect, except in the event of a serious breach by You of this Agreement
or an immediate security concern, in which case the suspension will take
effect with shorter notice.
Effects of the suspension. During the suspension, all rights and
permissions granted to You under this Agreement will be suspended and
You will not be able to access or use Our Services.
Remediation. You shall have a period of thirty (30) days to remedy
the breach notified by Mistral AI and to notify Mistral AI accordingly.
Failing that, Mistral AI reserves the right to terminate this Agreement
for cause immediately, without further notice. Termination will be
effective at the end of this thirty (30) days period.
13.3. Termination
Termination for convenience. You may terminate this Agreement at any time by sending an email to support@mistral.ai.
- If You subscribed to Free Services: termination shall become effective immediately.
- If You subscribed to Paid Services: termination shall become effective at the end of the then-current Billing Cycle. Upon any such termination (i) You will not be entitled to a refund of any pre-paid Fees and (ii) if You have not already paid all applicable Fees for the then-current Billing Cycle, any such Fees that are outstanding will become immediately due and payable.
Termination for cause. Either Party may terminate this Agreement if the other Party fails to cure a material breach of this Agreement and/or any relevant Purchase Order within thirty (30) days after notice of such breach, provided that such breach is remediable. For illustrative purposes, any of the following breaches by either Party shall be considered a material breach of this Agreement (a) any unauthorized use of the Services and/or, (b) failure to pay any amounts due under this Agreement.
Effects of termination. Upon termination or expiration of this Agreement, (i) You will no longer have access to the Services, (ii) You must pay any outstanding Fees to Mistral AI. Termination or expiry of this Agreement, for any reason whatsoever, shall not entitle You to a refund of any previously paid Fees or charges for the Services, unless expressly agreed upon by both Parties in writing. Termination or expiry of this Agreement will not automatically result in the deletion of Your Account or the Authorized Users’ Accounts. Subject to having paid any outstanding amounts to Mistral AI, You may delete Your Account after the termination of this Agreement, by using the applicable feature on the Platform.
Survival. All payment obligations incurred during the term of this
Agreement and the following Sections shall survive the expiration or
termination of these Terms of Use: Section 12 (Liability), Section 10
(Intellectual Property), Section 13 (Term, Suspension, Termination),
Section 18 (Dispute resolutions and applicable law).
14. Personal Data
14.1. Mistral AI Data Controller
Mistral AI processes Your Personal Data as Data Controller for the
purposes of (a) providing the Services (b) commercially managing this Agreement, (c) billing and (d) marketing operations. If You want to know more about the
way We process Your Personal Data and how you can exercise Your rights, please refer to our Privacy Policy.
14.1. Mistral AI Data Processor
Mistral AI may process Personal Data on behalf of the Professional Customer, as Data Processor. In such the latter case, the [Mistral Data Processing Agreement] shall apply between the Parties.
14.3. Marketplace
Where the Customer subscribes to the Services through a Marketplace, Mistral AI only processes Personal Data for the purpose of providing Customer or Technical Support services to the Customer.
15. Provisions that only apply to Consumers
Scope. This section applies to any Customer who is acting for purposes which are outside their trade, business, craft or profession (the “Consumer”). In case of any discrepancies between the rest of this Agreement and this Section, this Section will prevail.
15.1. Right of withdrawal (“Droit de rétractation”)
By accepting these Terms of Use and utilizing the Paid Services:
- The Consumer acknowledges that the Paid Services will be provided before the expiration of the withdrawal period of fourteen (14) days from the Consumer’s acceptance of this Agreement, and
- The Consumer expressly waives its right of withdrawal.
Mistral AI will send to the Consumer a confirmation of the Consumer’s waiver of its right of withdrawal along with the confirmation of the Consumer’s Subscription under Section 4.3. (Subscription to the Services) of these Terms of Use.
15.2. Legal warranties
Along with any commercial warranty provided to the Consumer under this Agreement, the Consumer also benefits from the legal warranty of compliance in the conditions set forth in Exhibit 1 of these Terms of Use.
15.3 Upgrades {upgrades.unnumbered}
Upgrades necessary to maintain the compliance of the Services. Mistral AI will inform the Consumer of any Upgrades necessary to maintain the compliance of the Services during the Subscription Period. Mistral AI will notify the Consumer of the availability of Upgrades and the consequences of their non-installation for the Consumer. Mistral AI shall not be held liable for any non-compliance related issues when the Consumer fails to install, within a reasonable timeframe, the necessary Upgrades to maintain the Services’ compliance.
Upgrades not necessary to maintain the compliance of the Services. Mistral AI may propose Upgrades that are not necessary to maintain the compliance of the Services. In such cases, Mistral AI will inform the Consumer in advance and through a durable medium about the planned Upgrades and their implementation date. Any Upgrades performed will be conducted without additional costs to the Consumer. The Consumer may refuse the aforementioned Upgrade. In this event, the Consumer has the right to terminate this Agreement without charges (unless the Upgrade has minor implications for the Consumer or if, without this Upgrade, the Services remain compliant).
16. Changes to these Terms of Use
Non-substantial modifications. We reserve the right to modify these Terms of Use at any time.
Substantial modification. In the event of any substantial modifications to these Terms of Use, we will notify You of such modifications no later than thirty (30) days prior to the effective date of such modifications at the email address You provided upon registration. If You do not agree with such substantial modifications, You may terminate this Service Agreement in compliance with Section 13 (Term, Suspension and Termination) of these Terms of Use.
17. General provisions
Non waiver. The fact that either of the Parties does not claim
application of any clause whatever of this Agreement 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 this Agreement 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 this Agreement (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 this Agreement shall not be affected. If any
invalid, unenforceable or illegal provision of this Agreement 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 this Agreement 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 the User 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. This Agreement is the entire agreement between the
Parties relating to the Services, and any other subject matter covered
by this Agreement 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 the Agreement.
Force Majeure. Neither Party will be liable to the other for any
delay or failure to perform any obligation under these Terms 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”).
18. Dispute resolution and applicable law
18.1. Applicable Law
This Agreement 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.
18.2. Dispute resolution
18.2.1. Amicable resolution
General principle. In the event of any controversy or claim arising
out of or relating to this Agreement, the Parties will consult and
negotiate with each other and, recognizing their mutual interests,
attempt to reach a solution satisfactory to both Parties.
You are a Consumer. Where the User is located within the European Union, the User may contact:
Our mediation service, the CMAP, by mail at Centre de Médiation et d’Arbitrage de Paris, 39 avenue Franklin D. Roosevelt, 75008 PARIS or by email at cmap@cmap.fr.
Or the european platform for the online settlement of disputes accessible at the following address: https://ec.europa.eu/consumers/odr/main/index.cfm?event=main.home2.show&lng=FR
You agree that the mediation process is not mandatory and that Either Party may withdraw from such mediation process at any time.
- Where the User is not located within the European
Union, the User may contact Mistral AI directly at
support@mistral.ai.
You are a business. 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.
18.2.2. Competent jurisdiction
General Principle. If the Parties do not reach an amicable
settlement, each Party may pursue relief as may be available under this
Agreement. All negotiations pursuant to this section will be considered
confidential information and shall not be shared with any third parties
without the disclosing Party’s prior written consent even after the
termination and/or expiration of this Agreement.
Where the User is 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 this Agreement or its
subject matter or formation.
Where the User is not located in France, all disputes arising out of
or in connection with this Agreement or its subject 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 - Legal warranty applicable to french customers acting as Consumers
Le consommateur a droit à la mise en œuvre de la garantie légale de conformité en cas d’apparition d’un défaut de conformité durant la période de la fourniture du contenu numérique ou du service numérique. Durant ce délai, le consommateur n’est tenu d’établir que l’existence du défaut de conformité et non la date d’apparition de celui-ci.
La garantie légale de conformité emporte obligation de fournir toutes les mises à jour nécessaires au maintien de la conformité du contenu numérique ou du service numérique durant la durée d’enregistrement du compte du consommateur sur la plateforme.
La garantie légale de conformité donne au consommateur droit à la mise en conformité du contenu numérique ou du service numérique sans retard injustifié suivant sa demande, sans frais et sans inconvénient majeur pour lui.
Le consommateur peut obtenir une réduction du prix en conservant le contenu numérique ou le service numérique, ou il peut mettre fin au contrat en se faisant rembourser intégralement contre renoncement au contenu numérique ou au service numérique, si :
1° Le professionnel refuse de mettre le contenu numérique ou le service numérique en conformité ;
2° La mise en conformité du contenu numérique ou du service numérique est retardée de manière injustifiée ;
3° La mise en conformité du contenu numérique ou du service numérique ne peut intervenir sans frais imposés au consommateur ;
4° La mise en conformité du contenu numérique ou du service numérique occasionne un inconvénient majeur pour le consommateur ;
5° La non-conformité du contenu numérique ou du service numérique persiste en dépit de la tentative de mise en conformité du professionnel restée infructueuse.
Le consommateur a également droit à une réduction du prix ou à la résolution du contrat lorsque le défaut de conformité est si grave qu’il justifie que la réduction du prix ou la résolution du contrat soit immédiate. Le consommateur n’est alors pas tenu de demander la mise en conformité du contenu numérique ou du service numérique au préalable.
Dans les cas où le défaut de conformité est mineur, le consommateur n’a droit à l’annulation du contrat que si le contrat ne prévoit pas le paiement d’un prix.
Toute période d’indisponibilité du contenu numérique ou du service numérique en vue de sa remise en conformité suspend la garantie qui restait à courir jusqu’à la fourniture du contenu numérique ou du service numérique de nouveau conforme.
Ces droits résultent de l’application des articles L. 224-25-1 à L. 224-25-31 du code de la consommation.
Le professionnel qui fait obstacle de mauvaise foi à la mise en œuvre de la garantie légale de conformité encourt une amende civile d’un montant maximal de 300 000 euros, qui peut être porté jusqu’à 10 % du chiffre d’affaires moyen annuel (article L. 242-18-1 du code de la consommation).
Le consommateur bénéficie également de la garantie légale des vices cachés en application des articles 1641 à 1649 du code civil, pendant une durée de deux ans à compter de la découverte du défaut. Cette garantie donne droit à une réduction de prix si le contenu numérique ou le service numérique est conservé, ou à un remboursement intégral contre renonciation au contenu numérique ou au service numérique.
Terms of service API
Preamble
Mistral AI provides a set of APIs that allows its users to use Mistral AI’s artificial intelligence models for text or code generation purposes, and to fine-tune such models, alongside with a range of complementary services (the “API Services”).
These terms of service (the “API Terms of Service”) are entered into by and between
Mistral AI and the Customer.
These API Terms of Services apply Agreement apply to any subscription, access or use of the API Services by the Customer.
These API Terms of Service are effective as of the Effective Date and shall continue for an indefinite period of time, until terminated by one of the Parties (the “Subscription Term”).
1. Definitions
Definitions provided in this document. The capitalized words in this
document shall have the meaning set forth below:
“API”: means Mistral AI’s application programming interface that allows the Customer to use the Model(s). This definition includes (a) the standard API that allows You to access and use Our text-generating Models that is available at api.mistral.ai
(the “Standard API”), (b) the API that allows You to access and use Our code-generating Models that is available at codestral.mistral.ai
(“Codestral”), and (c) the API that allows You to Fine-Tune Models (the “Fine-Tuning API”).
“API Key”: means the unique authentication code provided by
Mistral AI to the Customer allowing the Customer to access and use
the API.
“API Services”: means the services provided by Mistral AI to the
Customer under these Terms of Service, including but not limited to
the API.
“Effective Date”: means the earlier of (i) the date the Customer
first uses the API Services or (ii) the date the Customer accepts
these Terms of Service.
“End-Users”: means any person who uses the Customer Application.
“Fine-Tuned Model”: means any Model that has been Fine-Tuned using the Fine-Tuning API.
“Fine-Tuning” or “Fine-Tune” or “Fine-Tuned”: means the technical process of adjusting or modifying a Model in order to improve its performance, accuracy, or efficiency.
“Subscription Term”: means the term of these API Terms of Service.
“Third-Party Service”: means a service provided by a third-party through an integration on the Platform.
Definitions provided in the Terms of Use. Any capitalized words that
are not defined in these Terms of Services shall have the meaning given
in the Terms of Use.
2. Purpose and scope
Purpose. These API Terms of Service sets forth the rights and responsibilities of Mistral AI and the Customer in connection with the subscription to and/or use of the API Services.
Contractual documents. The use of the API Services is subject to the following documents, listed in order of precedence (a) any current or future Purchase Orders, (b) these API Terms of Service, (c) the Data Processing Agreement (unless the Customer acts as a Consumer), (d) where applicable the master services agreement and (e) all material referred or linked to in the above mentioned documents as may be amended from time to time and all such documents are incorporated by this reference.
Hierarchy. In case of any conflict or discrepancies between these contractual documents, the terms of the Purchase Order will prevail.
3. Acceptance
Any access, use or Subscription to the API Services implies Your unreserved agreement to these API Terms of Services. By clicking on “I agree” (or any similar button or checkbox on the Platform) at the time You Subscribe to the API Services or by signing a Purchase Order, You expressly agree to be bound by this Agreement.
4. The API Services
4.1. The API
4.1.1. Terms applicable to any API
Provision of the API. During the Subscription Term and subject to the Customer’s compliance with this Agreement, Mistral AI will make the API available to the Customer under the terms and conditions set forth in this Agreement.
License. Mistral AI grants to the Customer a worldwide, revocable, non-exclusive, non-sublicensable, non-transferable right to use the API Services for the Subscription Term, for the purpose of (i) incorporating the API into its products and services or (ii) using the API for its own internal business needs, in compliance with this Agreement and the applicable law. The right to use the Services includes the right to allow (i) the Authorized Users to use the API Services and (ii) the End Users to use the API through the Customer Application.
Restrictions. For the avoidance of any doubt, the Customer’s right to use the API Services is subject to Section 8 (Your Obligations) of the Terms of Use.
API Key. Once the Customer has subscribed to the Services, Mistral AI will provide the Customer with an API Key. The Customer shall set-up and use the API Key in compliance with the associated Documentation to be able to use the API. The Customer acknowledges and agrees that the API Key is confidential information. Consequently, the Customer shall not share the API Key with any third party without Mistral AI’s prior written consent. At the expiration of this Agreement for any reason whatsoever, the Customer agrees to delete the API Key. Any unauthorized disclosure of the API Key by the Customer will constitute a material breach of this Agreement.
API call limitations. The volume of API calls made by the Customer within a specific period may be subject to limitation at the sole discretion of Mistral AI. Such limitations could be influenced by factors including the expected usage volume associated with the Customer Application.
Third-Party Services (Integrations). Our APIs are compatible with the Third-Party Services listed on the Platform. To use a Third-Party Service on our Platform, You must (a) create an account on the Third-Party Service and (b) connect such an account to the Platform by following the instructions given on the Platform. You acknowledge that Mistral AI does not provide the Third-Party Service and therefore cannot be held liable under any circumstances for any loss, damage, or claim arising out of or in relation with Your use of a Third-Party Service, including when such use occurs on the Platform.
4.1.1. Terms applicable to the Fine-Tuning API
Fine-Tuning API. Our Fine-Tuning API allows You to Fine-Tune the compatible Models provided by Mistral AI. The list of the compatible Models is provided on the Platform. To use the Fine-Tuning API, You must:
- Prepare Your User Input Data,
- Upload Your User Input Data on the Platform,
- Follow the instructions on the Platform,
- Review the Fine-Tuning of the Model on the Platform.
Fine-Tuned Model. Upon completion of the Fine-Tuning process, You will be granted access to use the Fine-Tuned Model directly on Our Platform for the duration of this Agreement. You will have no rights in the Fine-Tuned Model after the expiration or termination of this Agreement. We will not use the Fine-Tuned Model, except to make it available to You for the purpose of providing You with the Services.
Deletion of the Fine-Tuned Model. You may delete the Fine-Tuned Model from the Platform at any time. Following the expiration or termination of this Agreement, We will retain the Fine-Tuned Model for a period of one (1) year, to allow You to use such Fine-Tuned Model again in case You re-subscribe to Our Fine-Tuning API. Notwithstanding the foregoing, You may request that We delete the Fine-Tuned Model prior to the expiration of the one (1) year retention period by submitting a written request via Our Ticketing Platform. We will use commercially reasonable efforts to delete the Fine-Tuned Model within thirty (30) days of receiving such request.
Confidentiality of the Fine-Tuned Model. The Fine-Tuned Model shall remain confidential and Mistral AI shall not disclose or distribute the Fine-Tuned Model to any third party except under Your directive and for authorized transfer to authorized Mistral AI cloud provider distributors.
Your responsibility. You are solely responsible for the Fine-Tuning of the Model and for Your User Input Data. You acknowledge that Mistral AI cannot be held responsible for the performance of the Fine-Tuned Model, including for the Outputs generated by such Fine-Tuned Model.
Limited Assistance. Upon Your written and express request and subject to Mistral AI’s prior approval, Mistral AI may provide You with guidance on how to improve User Input Data to make the Fine-Tuning process more efficient, subject to Your prior express agreement on Mistral AI having an access to the User Input Data for these purposes only.
4.2. Your User Data
4.2.1. The Standard API
How we use Your User Data: On Our Standard API, we only use Your User Data:
- To provide the Services (e.g. to generate outputs based on Your Prompts), and
- To monitor abuse (meaning, to monitor any breach by You of the Agreement). To this end, we retain Your Prompts and Outputs for a period of thirty (30) days. We do not use Your User Data to train or improve our Models.
Zero data retention. Customers with legitimate reasons may request zero data retention from Mistral AI. With this option, Your Prompts and Outputs are only processed for the duration necessary to generate the Output and are not retained for any longer period. For clarity, when this option is activated, Your User Data is not stored for abuse monitoring purposes. To request zero data retention, You must submit Your request via the Help section of Your Account and provide legitimate reasons for Your request. Mistral AI will review Your request and, at its sole discretion, may approve or deny Your request. If approved, Mistral AI will implement the zero data retention option for Your Account and notify You when the process is complete. If denied, Mistral AI will notify You.
4.2.2. Codestral
How we use Your User Data: On Codestral we use Your User Data:
- To provide the Services (e.g. to generate outputs based on Your Prompts),
- To monitor abuse (meaning, to monitor any breach by You of the Agreement). To this end, we retain Your Prompts and Outputs for a period of thirty (30) days.
- To improve the training of Our Models, unless You use the Paid version of Codestral and You opt-out of the Mistral AI Training Data. You can opt-out of the Mistral AI Training Data by making a request on our Support Chatbot directly available on Our Platform. Please note that in that case, Your opt-out will only be effective for future Prompts and Outputs.
4.2.3. The Fine-Tuning API
How we use Your User Data: On the Fine-Tuning API:
We use Your User Data to provide the Services (e.g. we use Your User Input Data to Fine-Tune the Model and, subject to your express agreement, to provide You with limited assistance in accordance with Section 4.1.2. Of these API Terms of Service).
We do not use Your User Data, including Your User Input Data, to train or improve Our Models.
4.3. Service level objectives
Availability. Mistral AI will use commercially reasonable efforts to make the API Services available to You 24 hours a day, 7 days a week. However, You acknowledge that, due to various factors, including maintenance, technical issues or unforeseen circumstances, the API Services may experience periods of downtime. In such a case, Mistral AI will make commercially reasonable efforts to restore the API Services promptly. You understand and agree that the occurrence of downtime, regardless of its duration, does not entitle You to a refund of any Fees paid for the API Services. You shall however note that the API Services are subject to changes, in which case Mistral AI will use commercially reasonable efforts to preserve backward compatibility without however guaranteeing the absence of breaking changes.
Exclusions. In any case, Mistral AI will not be liable for any API Services unavailability caused by:
Factors beyond Mistral AI’s reasonable control, including any Force Majeure Event or Internet access issues,
Breach of this Agreement by the Customer or the Authorized Users,
The Customer’s non-compliance with the Documentation and/or the Customer’s unauthorized use of the API Services,
Failure of any third party hardware, software, or technology,
Scheduled maintenance work, provided that Mistral AI has duly notified the Customer of such maintenance work in advance, including changes in the API impacting the preservation of backward compatibility, or
Suspension of the Customer’s right to use the Services under the Terms of Use.
5. Fees, payment and billing
Advance payments. Mistral AI reserves the right to charge the Customer for usage of the API Services in advance of the current Billing Cycle (the “Advance Payment”), subject to predefined consumption thresholds available on the Platform, as may be updated time to time by Mistral AI (the “Consumption Threshold”). Upon the Customer’s consumption meeting or surpassing a Consumption Threshold, Mistral AI reserves the right to charge one or multiple Advance Payments to the Customer corresponding to the applicable Consumption Threshold(s) until the end of the current billing Cycle, using the Customer’s chosen payment method. A notification will be sent to the Customer’s email address to inform the Customer about the advance payment and to issue the applicable invoice. At the end of each Billing Cycle, Mistral AI will charge the Customer for the applicable Fees, deducing the Advance Payment and will send a summary invoice to the Customer.
Billing. Billing shall occur simultaneously as payment or Advance Payment(s).
Disputed Fees. In the event that the Customer disputes any charges billed by Mistral AI, the Customer must inform Mistral AI within thirty (30) days from the invoice date to request an adjustment or credit. Should a discrepancy arise, the Customer acknowledges the obligation to settle any undisputed amounts as per the previously outlined payment terms. Both Parties commit to engaging in good faith discussions to resolve any contested charges.
6. Term and termination
Termination for convenience. The Customer may terminate this Agreement with a notice period of fifteen (15) days prior to the end of the current Billing Cycle. Upon termination, any outstanding Fees owed for the API Services used until the termination date shall be settled.
Other causes for termination. Either Party may terminate this Agreement under the conditions set forth in the Terms of Use.
Effects of termination. Upon termination or expiration of this Agreement, the Customer shall (i) cease to use the API Services, (ii) delete the API Key and (iii) pay any outstanding Fees to Mistral AI.
7. Changes to these API Terms of Service
Non-substantial modifications. Mistral AI may update these API Terms of Service at any time.
Substantial modifications. In the event of any modifications to these API Terms of Service, Mistral AI will notify the Customer no later than thirty (30) days prior to the effective date of such modifications. If You do not agree with such substantial modifications, You may terminate this Service Agreement during the notice period in compliance with Section 13 (Term, Suspension and Termination) of the Terms of Use.
Terms of service Le Chat
Preamble
Mistral AI offers a chat interface that enables users to interact with
its artificial intelligence models for generating text ("Le Chat"),
alongside with a range of services (the “Chat Services”).
These terms of service (the “Chat Terms of Service”) are entered into by
Mistral AI and the Customer.
This Agreement applies to any Subscription, access or use of the Chat
Services by the Customer.
These Chat Terms of Service are effective as of the Effective Date and
shall continue for an indefinite period of time, until terminated by one
of the Parties (the “Subscription Term”).
1. Definitions
Definitions provided in this document. The capitalized words in this
document shall have the meaning set forth below:
“Agreement” or “Service Agreement”: means the agreement entered
into by and between the Parties, composed of:
The “Purchase Order”: means any and all purchase orders
entered into by the Parties that references this Agreement,
including but not limited to any Purchase Order created by
Mistral AI following the Customer’s purchase of the Chat
Services through the online Payment Services or via the in-app
purchase. The Purchase Order consists of the summary detailing
the Customer’s Subscription (applicable Fees, Billing Cycle,
Model to which the Customer can access, any potential
restrictions, etc.),
These “Chat Service Specific Terms":means this document
governing the Subscription to and the use of the Chat Services
by the Customer,
The “Terms of Use”: means the terms governing the Customer’s
Subscription to, access and use of any and all Services provided
by Mistral AI, including but not limited to the Chat Services,
The “Data Processing
Agreement”:
means the agreement governing the processing of Personal Data
performed by the Parties in connection with the Services. The
Data processing Agreement does not apply where the Customer acts
as a Consumer, and
All materials referred or linked to in the above mentioned
documents, unless otherwise stated.
“Chat Services”: means the services provided by Mistral AI to
the Customer under these Chat Terms of Service, including but not
limited to Le Chat. The Chat Services include:
“Conversation”: means the interactive exchange between You and Le Chat, which includes Your Prompts and the Outputs generated by Le Chat in response.
“Effective Date”: means the earlier of (i) the date the Customer
first uses the Chat Services or (ii) the date the Customer accepts
these Chat Terms of Service.
“Le Chat”: means the chat interface available on the Platform,
enabling the Customer to interact with a Model.
“Shared Link”: means the hyperlink You can share with third-party to allow them to read a Conversation.
“Subscription Term”: means the term of these Chat Terms of
Service.
Definitions provided in the Terms of Use. Any capitalized words that are
not defined in these Service-Specific Terms shall have the meaning given
in the Terms of Use.
2. Purpose and scope
Purpose. This Agreement sets forth the rights and responsibilities
of Mistral AI and the Customer in connection with the Subscription to
and/or use of the Chat Services.
Contractual documents. This Agreement includes (i) any current or
future Purchase Order, (ii) these Chat Terms of Service, (iii) the Terms
of Use, (iv) the Data Processing
Agreement
(unless the Customer acts as a Consumer), (v) where applicable the
master services agreement and (vi) all materials referred or linked to
in the above mentioned documents as may be amended from time to time and
all such documents are incorporated by this reference.
Hierarchy. In case of any conflict or discrepancies between these
contractual documents, the terms of the higher-ranking document will
prevail.
3. Acceptance
General Principle. Any access, use or Subscription to the Chat
Services implies Your unreserved agreement to the Chat Terms of Service.
[By clicking on “I agree” (or any similar button or checkbox on the
Platform) at the time You Subscribe to the Chat Services or by signing a
Purchase Order, You expressly agree to be bound by this
Agreement.]{.mark}
4.The Chat Services
Provision of the Chat Services. During the Subscription Term and
subject to Your compliance with this Agreement, Mistral AI will make the
Chat Services available to You under the terms and conditions set forth
in this Agreement.
4.1. Le Chat
Le Chat. Le Chat consists of an interface available on the Platform
that allows You to interact with a Model to generate text Outputs. The
Model You interact with is indicated on Le Chat. Depending on Your
Subscription Plan, You may access different Models or features. The
Subscription Plans and the associated Models and features are described
on the Platform.
License. Mistral AI grants You a worldwide, revocable,
non-exclusive, non-sublicensable, non-transferable right to use the Chat
Services for the purpose of generating Outputs, for the Subscription
Term, in compliance with this Agreement and the applicable law. This
right includes the right to authorize Authorized Users to use the Model,
subject to the Authorized Users’ compliance with this Agreement and the
applicable law.
Restrictions. You are not allowed to integrate or combine the Chat
Services with Your own services or products, to grant a sub-license to
the Chat services to any third party. For the avoidance of any doubt,
the Customer’s right to use the Chat Services is subject to Section
(Your obligations) of the Terms of Use.
Your Prompts and Outputs. Your Prompts and Outputs history will be
stored by Us in order to be displayed to You as Your Le Chat history. By
entering into this Agreement, You authorize Mistral AI to use Your
Prompts and Outputs to improve its Models and the Chat Services.
You acknowledge that:
If You wish to exclude Personal Data (in a clear, identifiable form) from the Mistral AI Training Data, where high-level information about your Prompts and Outputs may be used, You must pseudonymize Your Prompts,
Your must not include sensitive Personal Data in Your Prompts,
You must not include sensitive business data such as, for instance,
trade-secrets, know-how, etc, in Your Prompts.
If You decide to subscribe to the Paid Chat Services, You will have the
option to:
Activate the incognito mode (“Incognito Mode”). If You activate the
Incognito Mode, Your Prompts and Outputs will not be displayed in
Your Le Chat history; and
Opt-out of the Mistral AI Training Data at any time by activating the
relevant option on Your Account. In such a case, Mistral AI will not
use Your Prompts and Outputs to get high level information (e.g. language or field of the prompts) to improve future training of its Models. Please note that
Your opt-out may only be effective for future Prompts and Outputs,
as technical limitations inherent to the Chat Services may prevent
Mistral AI from deleting all information previously extracted from Your Prompts and Outputs
from Mistral AI Training Data, even if you have opted out. Mistral
AI may also use Your Prompts and Outputs to monitor abuse as set out
in Section (Your User Data) of the Terms of Use.
Shared Links. You can share a Conversation between You and Le Chat with a third-party (the “Recipient”) by creating a unique Shared Link via the Chat Services. This Shared Link will allow the Recipient to read the Conversation You selected. The Recipient will only access the Conversation You selected, and will not access (i) Your username (unless you expressly include it in a Prompt), (ii) any addition You make to the Conversation after sharing it, or (iii) any other Conversation. You acknowledge that all individuals who have access to the Shared Link are given viewing privileges to the shared Conversation and that, as a consequence, if the Recipient shares Your Shared Link with a third-party, such third-party will be able to access Your shared Conversation. Consequently, You must ensure that the shared Conversation does not include (i) any Personal Data or (ii) any sensitive business data such as trade secrets, confidential information, etc. You are solely responsible for the sharing of Your Conversations. Mistral AI cannot be held responsible for any third-party access to Your shared Conversation.
How we use Your User Data. We only use Your User Data:
- To provide the Services (e.g. to generate outputs based on Your Prompts, to display Your Conversation history, etc.),
- To monitor abuse (meaning, to monitor any breach by You of the Agreement). To this end, we retain Your Prompts and Outputs for a period of thirty (30) days,
- To improve Our Models. We may use your Prompts or Outputs or information (e.g. language or topic field statistics) related to them to improve Our Models only when (a) you Use Our Chat Services and (b) You don’t opt-out of the Mistral AI Training Data, when such option is for the Paid Chat Services.
4.2. Chat Services Availability
Availability. Mistral AI will use commercially reasonable efforts to
make the Chat Services available to You 24 hours a day, 7 days a week.
However, You acknowledge that, due to various factors, including
maintenance, technical issues or unforeseen circumstances, the Chat
Services may experience periods of downtime. In such a case, Mistral AI
will make commercially reasonable efforts to restore the Chat Services
promptly. You understand and agree that the occurrence of downtime,
regardless of its duration, does not entitle You to a refund of any Fees
paid for the Chat Services.
Exclusions. In any case, Mistral AI will not be liable for any Chat
Services unavailability caused by:
Factors beyond Mistral AI’s reasonable control, including any Force
Majeure Event or Internet access issues,
Breach of this Agreement by You or the Authorized Users,
Your non-compliance with the Documentation and/or Your unlawful or
unauthorized use of the Chat Services,
Failure of any third party hardware, software, or technology,
Scheduled maintenance work, provided that Mistral AI has duly
notified You of such maintenance work in advance or
Suspension of Your right to use the Chat Services under the Terms of
Use.
4.3. Chat Moderation Policy
Le Chat is part of Mistral AI’s effort to make technology more accessible and showcase how generative AI enables greater access to knowledge. We follow strong principles to ensure responsible AI development and deployment.
Our principles:
- Be neutral: we believe technology should be as neutral as possible.
- Empower people: we believe in minimizing the risk of abuse while trusting that our Users and Customers should be empowered to define and use robust controls adapted to them and their business priorities. This option is already available to Customers who subscribe to the Paid Chat Services.
- Build trust through transparency: We believe in building Services that provide everyone the right to access generative AI and in being transparent about Our Models, Our policies, and Our enforcement. We believe in the power of open source to drive greater accountability.
Mistral AI’s Services, including Le Chat, should not be used to create unlawful or harmful content. By using our Services, you agree to adhere to our policies as set out in this Agreement. Violating our policies could result in action against Your Account, up to suspension or termination as set out in the Terms Of Use.
As part of Mistral AI’s obligations to fight against online threats we continuously engage work and efforts to automatically detect the following categories of Prompts and/or Outputs, and to submit them to a range of responses:
- Preventing harm against children: Mistral AI does not tolerate any form of child abuse and is committed to prevent Our Platform to be misused to create any Output that exploits and harms children. Repeated actions to generate such Outputs may lead to Account suspension.
- Warning Users of potential harmful Prompt and Outputs: by default, we continuously engage work and efforts to automatically flag harmful content , especially:
- Instructions that describe how to perform activities that are meant to kill or severely harm others; praising, memorializing or justifying prominent terrorist, extremist, or criminal figures in order to encourage others to carry out acts of violence; Prompts or Outputs aimed at recruiting new members to violent extremist, criminal, or terrorist organizations.
- Generation of hateful, harassing, or violent Outputs: Outputs or activity that expresses, incites, or promotes hate based on an individual’s race, gender, ethnicity, religion, nationality, sexual orientation, disability status, or caste is strictly prohibited. any content or activity intended to harass, threaten, bully, or include violence or serious harm towards an individual or group, regardless of their affiliation; any content that promotes, glorifies, or celebrates violence, or the suffering or humiliation of others, is also not permitted; User Data that expresses, incites, or promotes harassing language towards any target.
- Generation of Outputs that denies or minimizes well-documented, major violent events or the victimhood of such an event such as the Holocaust.
- Generation of Outputs about activity that has high risk of physical harm, including: weapons development, military and warfare, management or operation of critical infrastructure in energy, transportation, and water, content that promotes, encourages, or depicts acts of self-harm, such as suicide, cutting, and eating disorders.
- Generation of Outputs that help recruiting people for, facilitates or exploits people,including through human trafficking or sexual services.
The Paid Chat Services allow Professional Customers to tailor their moderation features. This enables greater control over the Model’s behavior as well as the ability to create individual custom Models or applications specific to an enterprise domain.
5. Changes to these Chat Terms of Service
Non-substantial modifications. Mistral AI may update these Chat Terms of
Service at any time.
Substantial modifications. In the event of any substantial modifications
to these Chat Terms of Service, Mistral AI will notify the Customer no
later than thirty (30) days prior to the effective date of such
modifications. If You do not agree with such substantial
modifications, You may terminate this Service Agreement during the
notice period in compliance with Section (Term, Suspension and
Termination) of the Terms of Use.
Data Processing Agreement
This data processing agreement (the “Data Processing Agreement” or the “DPA”) is established under Article 28 of the GDPR and forms part of this Agreement (as defined below) between Mistral AI and the Customer. By accepting the applicable Service Agreement, the Customer also aagrees to be bound by this DPA.
If the Customer subscribed to the Services via a marketplace (the “Marketplace”) operated by a third-party (the “Agent”), the Services will be provided to the Customer on the Marketplace and Mistral AI will not process the Customer’s Personal Data relating to Prompts and Outputs, except for technical support purposes. Consequently, the Customer agrees that:
- The Agent will process the Customer’s Personal Data relating to Prompts and Outputs as Data Processor for the purpose of making the Services available to the Customer on the Marketplace;
- Mistral AI will process the Customer’s Personal Data relating to Prompts and Outputs as Data Processor for the sole purpose of providing technical support to the Customer, at the Customer’s request.
1. Definitions
The capitalized words in this Agreement shall have the meaning given
below:
“Agreement”: means the service agreement entered into by and
between the Parties, governing the provision of the Services by
Mistral AI to the Customer.
“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 Recipient”: means (i) Mistral AI’s affiliates, (ii)
Mistral AI’s team members, (ii) Mistral AI’s Sub-processors or (iv)
any third party that is authorized by the Applicable Data Protection
Law to access the Personal Data.
“Authorized Purpose”: means the authorized purpose for the Processing as mentioned in Exhibit 1.
“Customer”: means any legal person who subscribes to the
Services and, where applicable, its affiliates.
“Data Controller”: means the person who determines the purposes
and the means of the Processing.
“Data Processing Agreement” or “DPA”: means this data
processing agreement governing the Processing carried-out by the
Parties, that forms part of the Agreement.
“Data Processor”: means the person who carries-out the
Processing on behalf of the Data Controller and under its documented
instructions.
“Data Subjects”: means the person whose Personal Data is
processed.
“Mistral AI”: means Mistral AI, a French simplified joint-stock company, registered at the Trade register of Paris under number 952 418 325, having its corporate seat at 15 rue des Halles 75001, Paris, France and its affiliates.
“Personal Data”: means any data relating to an identified or
identifiable Data Subject.
“Personal Data Breach”: means any breach of security leading to
the accidental or unlawful destruction, loss, alteration,
unauthorized disclosure of, or access to, Personal Data, likely to
result in a risk for the rights and freedoms of Data Subjects.
“Processing”: means the processing of Personal Data described in
Exhibit 1.
“Restricted Country”: means any country located outside of the
European Economic Area (EEA) and that does not benefit from an
adequacy decision from the European Commission.
“Services”: means the services provided by Mistral AI to the
Customer under the Services Agreement.
“Sub-processor”: means any Data Processor appointed by Mistral
AI to carry-out all or part of the Processing on behalf of the
Customer.
“Supervisory Authority”: means any independent authority
competent to supervise the Processing.
Any capitalized word that is not defined in this DPA shall have the
meaning given in the Services Agreement.
2. Role of the Parties
Mistral AI as Data Processor. With respect to the Processing
described in Exhibit 1, the Customer shall act as the Data
Controller and Mistral AI shall act as the Data Processor.
Description of the Processing. Mistral AI processes the Personal
Data on behalf of the Customer in order to provide the Customer with the
Services it ordered under the Agreement. A description of the Processing
is available in Exhibit 1 of this DPA. The Customer agrees that Mistral
AI may update the description of the Processing from time to time to
reflect new Services, features or functionalities. Mistral AI will
notify the Customer of any update to the description of the Processing
by email no later than fifteen (15) days prior to the effective date of
the modification. The Customer may object to this modification or update
during the notice period on reasonable grounds pertaining to the
Applicable Data Protection Law. The Parties will consult and negotiate
in good faith in a view of achieving a satisfactory resolution. Failing
that, the Customer will be entitled to terminate the Agreement for
convenience.
Mistral AI as Data Controller. The Customer authorizes Mistral AI to process the Prompts and the Outputs as Data Controller for the purpose of (a) monitoring abuse, (b) treating voluntary reports, (c) research purposes, and (d) to improve the training of the Models. Mistral AI only processes the Prompts and Outputs of Customer to improve the training of the Models if (a) Customer uses the free Chat Services and did not opt-out of having Customer’s Prompts and Outputs used to improve Mistral AI Training Data, which option is available only if the Customer subscribed to the Paid Chat Services or (b) if Customer uses the free version of Codestral and Customer did not opt-out of the Mistral AI Training Data. In this last case, Customer can opt-out of the Mistral AI Training Data at any time by making a request via Our Support Chatbot available directly on the Platform. If the Customer opted-out of the Mistral AI Training Data under applicable Terms, Mistral AI will not use information resulting from Customer’s Prompts and Outputs to improve the training of its Models. The Customer’s opt-out may only be effective for future Prompts and Outputs, as technical limitations inherent to the Chat Services may prevent Mistral AI from deleting all previously provided Prompts and Outputs from Mistral AI Training Data, even if the Customer has opted out. Mistral AI will inform the Data Subjects of such processing activities in its Privacy Policy.
3. General obligations of the Parties
Each Party shall comply with their respective obligations under the
Applicable Personal Data Protection Law and shall not, by any act or
omission, cause the other to be in breach of any such obligations under
the Applicable Data Protection Law.
3.1. General obligations of Mistral AI
Mistral AI shall:
Process the Personal Data only in accordance with the documented
lawful instructions of the Customer as set forth in this DPA, the
Agreement or by email and for no other purpose, unless required to
do so by the applicable laws. In such a case, Mistral AI shall
promptly inform the Customer of that legal requirement, unless
prohibited to do so by applicable law and/or on important grounds of
public interest,
Promptly inform the Customer if, in its opinion, the Customer’s
instructions infringe the Applicable Data Protection Law. In such an
event, Mistral AI is entitled to refuse to perform the Processing of
Personal Data that it believes to be in violation of the Applicable
Data Protection Law,
Ensure that any person Mistral AI authorizes to process Personal
Data (including Mistral AI team members and the Subprocessors), are
subject to a duty of confidentiality, whether by contract or
statutory, and must not allow any person to process Personal Data
who is not under such confidentiality obligations, and
Taking into account the nature of the Processing and the information
available to Mistral AI, upon the Customer’s written request and to
the extent that is commercially reasonable and required by the
Applicable Data Protection Laws, provide the Customer with
reasonable and timely assistance (i) in the event of an
investigation from a Supervisory Authority related to the
Processing, (ii) to conduct a data protection impact assessment, a
prior consultation with a Supervisory Authority, (iii) to comply
with its obligations under Article 32 GDPR.
3.2. General obligations of the Customer
The Customer agrees that:
It will comply with its obligations under the Applicable Data
Protection Law regarding the Processing and any Processing
instruction it issues to Mistral AI,
It is responsible for providing guidance to Authorized users
regarding the use of the Services, and in particular the use of
Personal Data within the Services,
It is responsible for applying filters to prevent any unauthorized
use of Personal Data by the Authorized Users,
Mistral AI’s security obligations under this DPA apply without
prejudice to the Customer’s own security obligations under the
Applicable Data Protection Law, and
It has provided notice and obtained all consents and rights
necessary under the Applicable Data Protection Law for Mistral Ai to
process Personal Data under this DPA.
4. Data Subjects
Information. As Data Controller, the Customer is solely responsible
to provide the Data Subjects with any information required by the
Applicable Data Protection Law.
Data Subject requests. Taking into account the nature of the
Processing and upon the Customer’s request, Mistral AI shall provide the
Customer with commercially reasonable assistance to enable the Customer
to respond to any request from Data Subjects to exercise any of their
rights under the Applicable Data Protection Law.
Requests made directly to Mistral AI. In the event that any request
is made directly to Mistral AI, Mistral AI will not respond to such
request directly without the Customer’s prior consent, unless required
to do so by applicable law. Instead, Mistral AI will transfer that
request to the Customer who will then be solely responsible to respond
to such request. If Mistral AI is legally required to respond to the
Data Subjects’ request, Mistral AI will promptly notify the Customer and
provide it with a copy of the request unless prohibited to do so by
applicable law.
5. Security and Personal Data Breach
5.1. Security measures
Security measures. Taking into account the state of the art, the
costs of implementation and the nature, scope, context and purposes of
Processing, as well as the risk of varying likelihood and severity for
the rights and freedoms of natural persons, Mistral AI shall implement
and maintain appropriate technical and organizational measures to
protect Personal Data from any Personal Data Breach and to preserve the
security and confidentiality of the Personal Data.
Evolution of the security measures. The Customer acknowledges that
such security measures are subject to technical progress and development
and that Mistral AI may update them from time to time, provided that
such updates do not materially decrease the overall security of the
Processing.
5.2. Personal Data Breach
Personal Data Breach. Taking into account the nature of the
Processing and the information available to Mistral AI, Mistral AI shall
notify the Customer of any Personal Data Breach without undue delay and
where feasible no later than seventy-two (72) hours after becoming aware
of such Personal Data Breach. Mistral AI’s notification of or response
to a Personal Data Breach in accordance with this Section 6.2. will not
be construed as an acknowledgment by Mistral AI of any fault or
liability with respect to the Personal Data Breach.
Notification to the Customer. This notification shall include:
(a) The name and contact details of Mistral AI’s point of contact point
where more information can be obtained;
(b) The nature of the Personal Data Breach, including but not limited to
the categories and number of Data Subjects and Beneficiaries
Personal Data concerned by the Personal Data Breach;
(c) A description of the measures the Beneficiaries could take to
mitigate the possible adverse effects of the Personal Data Breach
and to prevent from another potential Personal Data Breach;
(d) The likely consequences of the Personal Data Breach;
(e) The measures proposed or taken by the Company following the Personal
Data Breach, including to prevent from any new occurrence.
Notification to the Supervisory Authority and Communication to the
Data Subject. The Customer is solely responsible for notifying the
Personal Data Breach to the Supervisory Authority and/or to the Data
Subjects.
Assistance. Upon the Customer’s written request, taking into account
the nature of the Processing and the information available to Mistral
AI, Mistral AI shall provide the Customer with commercially reasonable
assistance with respect to the Customer’s compliance with its obligation
to communicate the Personal Data Breach to Data Subjects, when required
by the Applicable Data Protection Laws. If necessary, Mistral AI shall
provide the Customer with commercially reasonable and timely assistance
to mitigate or remediate the Personal Data Breach.
6. Sub-processing
General authorization. The Customer provides a prior and general
authorization allowing Mistral AI to appoint any Subprocessors to assist
Mistral AI in the provision of the Services and in the Processing, in
accordance with the terms of this DPA. This authorisation is subject to
the following:
Mistral AI will maintain an up-to-date list of its Sub-processors on
the Platform,
Mistral AI will notify the Customer of any changes to this list,
Mistral AI will enter into a written agreement with each
Subprocessor imposing data protection terms that require the
Subprocessor to protect the Personal Data to the same standards
provided by this DPA, and
Mistral AI will remain liable to the Customer if such Subprocessor
fails to fulfill its data protection obligations with regard to the
relevant Processing activities under the DPA.
Changes to the list of Sub-processors. Mistral AI will provide
notice to the Customer of any changes to the list of Sub-processors as
soon as reasonably practicable and no later than thirty (30) days prior
to engaging such Sub-processor. The Customer may object in writing to
Mistral AI’s appointment of a new Sub-processor during this notice
period, provided that such objection is based on reasonable grounds
relating to the Applicable Data Protection Laws. In such an event, the
Parties will consult and negotiate in good faith to find an amicable
resolution that allows the Customer to keep benefiting from the
Services. If no resolution is achieved during this notice period, the
Customer may, as its sole and exclusive remedy, terminate all or part of
the Agreement for convenience.
7. Transfers of Personal Data to a Restricted Country
The Customer is located in a Restricted Country. Where the Customer
is located outside in a Restricted Country, the transfer of Personal
Data between the Customer and Mistral AI is governed by the standard
contractual clauses attached to this DPA.
An Authorized Recipient is located in a Restricted Country. The
Customer provides a prior and general authorization allowing Mistral AI
to transfer the Personal Data to any Authorized Recipients located in a
Restricted Country by using the standard contractual clauses adopted by
the European Commission or any other appropriate safeguard provided by
the GDPR. If the standard contractual clauses are suspended, terminated
or no longer provide an appropriate safeguard in compliance with the
Applicable Personal Data Protection Laws, Mistral AI will (i) promptly
notify the Customer and (ii) suspend the applicable transfer until an
alternative safeguard for the transfer of Personal Data has been
implemented.
8. Audit
Documentary audit. Upon the Customer’s written request, Mistral AI
will make available all documents and information to demonstrate that
the Processing carried-out by Mistral AI complies with this DPA in a
timely manner, to the extent that is commercially reasonable and
required by the Applicable Data Protection Laws.
Audit on Mistral AI’s premises. Only to the extent the Customer
cannot reasonably be satisfied with Mistral AI’s compliance with this
DPA through the exercise of a documentary audit, the Customer may
conduct up to one (1) audit per year to verify Mistral AI’s compliance
with this DPA, under the conditions defined below:
This audit must me conducted with reasonable advance written notice
of at least thirty (30) calendar days,
This audit shall be carried out by an independent auditor selected
jointly by the Parties for its expertise, independence and
impartiality and which is, in any event, not a direct or indirect
competitor of the Mistral AI,
The selected auditor shall be bound by a confidentiality agreement
and/or by professional secrecy,
This audit shall be conducted during Mistral AI’s regular business
hours,
This audit shall restrict its findings to only information and/or
Personal Data relevant to the Customer,
The audit shall not unreasonably impair or slow down the Services
offered by Mistral AI or affect the organizational management of the
Company,
An identical copy of the audit report shall be given to both Parties
following the completion of the audit. Each Party may make
observations regarding the audit report,
The costs of this audit shall be borne exclusively by the Customer.
9. Return or destruction of Personal Data
After the end of the provision of the Services, Mistral Ai will delete
or return to the Customer all Personal Data processed on the Customer’s
behalf, in accordance with Mistral AI’s deletion policies and
procedures. The Customer acknowledges that the Personal Data will no
longer be accessible upon the expiry of a thirty (30) days period
following the termination of the Customer’s access to and use of the
Services.
10. Term
This DPA shall commence on the effective date of the Agreement and will
continue for the duration of the Agreement.
11. Limitation of Liability
The liability of each Party and each Party’s affiliates under this DPA
is subject to the exclusions and limitations of liability set out in the
Agreement.
EXHIBIT 1 - Description of the Processing
Mistral AI may update the description of the Processing from time to time to reflect new Services, features or functionality.
Mistral AI privacy contact:
privacy@mistral.ai
Categories of Data Subjects: the Customer, the Authorized Users and any other natural person whose Personal Data is used by the
Customer or the Authorized User as a Prompt.
Categories of Personal Data: the Customer’s and the Authorized User’s account data, the Customer’s Mistral AI ID (unique User ID attributed by Mistral AI),
the API Key (where applicable), the Prompts (date and hour of the Prompt, content of the Prompt, etc.), the Outputs (date and hour of the Output, content of the Output, etc.), any Personal Data that is used by the Customer (i) to generate an Output, (ii) as part of User Input Data and/or (iii) that may be accessed by Mistral Ai as part of the Services.
Special categories of Personal Data: None. Customer shall not
process sensitive data under this DPA. In case Customer wishes to
process sensitive data, please contact
privacy@mistral.ai
Authorized Purposes: Subject to the Customer’s Subscription, (i) the provision of the API Services (Technical Support, Generation of Outputs, Authorized User’s Account management), and (ii) the provision of the Chat Services (Technical Support, Generation of Outputs, display of the Prompts and Outputs history, Authorized User’s Account management).
Duration of the Processing: the term of this DPA
Retention Periods:
If the Customer has subscribed to the API Services, (i) the Prompts and the Outputs are only processed by Mistral AI for the duration of the generation of the Outputs, and (ii) User Input Data is retained until deletion of User Input Data and/or Customer’s Account by Customer.
If the Customer subscribed to the Chat Services: the Prompts and the Outputs are stored for the term of this DPA or until the Customer deletes such Prompts and Outputs from its history. The Prompts and Outputs are not stored if the Customer activates the Incognito Mode.
Mistral AI may process the Prompts and the Outputs as a Data
Controller. The applicable retention periods are mentioned on
the Privacy Policy.
The Personal Data provided by Mistral AI for the purpose of
technical support are stored for the duration necessary to
process the technical support request, and for five (5)
additional years for evidential purposes.
Sub-processors:
- Azure: our hosting provider. The Personal Data are stored in
Sweden.
EXHIBIT 2 - Standard contractual clauses
These standard contractual clauses only apply when the Customer is
located in a Restricted Country.
SECTION I
Clause 1
Purpose and scope
have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).
- (c) These Clauses apply with respect to the transfer of personal data as
specified in Annex I.B.
- (d) The Appendix to these Clauses containing the Annexes referred to
therein forms an integral part of these Clauses.
Clause 2
Effect and invariability of the Clauses
(a) These Clauses set out appropriate safeguards, including enforceable
data subject rights and effective legal remedies, pursuant to
Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and,
with respect to data transfers from controllers to processors and/or
processors to processors, standard contractual clauses pursuant to
Article 28(7) of Regulation (EU) 2016/679, provided they are not
modified, except to select the appropriate Module(s) or to add or
update information in the Appendix. This does not prevent the
Parties from including the standard contractual clauses laid down in
these Clauses in a wider contract and/or to add other clauses or
additional safeguards, provided that they do not contradict,
directly or indirectly, these Clauses or prejudice the fundamental
rights or freedoms of data subjects.
(b) These Clauses are without prejudice to obligations to which the data
exporter is subject by virtue of Regulation (EU) 2016/679.
Clause 3
Third-party beneficiaries
- (a) Data subjects may invoke and enforce these Clauses, as third-party
beneficiaries, against the data exporter and/or data importer,
with the following exceptions:- (i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
- (ii) Clause 8 – Module One: Clause 8.5 (e) and Clause 8.9(b); Module Two: Clause 8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g); Module Four: Clause 8.1 (b) and Clause 8.3(b);
- (iii) Clause 9 – Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e);
- (iv) Clause 12 – Module One: Clause 12(a) and (d); Modules Two and Three: Clause 12(a), (d) and (f);
- (v) Clause 13;
- (vi) Clause 15.1(c), (d) and (e);
- (vii) Clause 16(e);
- (viii) Clause 18 – Modules One, Two and Three: Clause 18(a) and (b); Module Four: Clause 18.
- (b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.
Clause 4
Interpretation
(a) Where these Clauses use terms that are defined in Regulation (EU)
2016/679, those terms shall have the same meaning as in that
Regulation.
(b) These Clauses shall be read and interpreted in the light of the
provisions of Regulation (EU) 2016/679.
(c) These Clauses shall not be interpreted in a way that conflicts with
rights and obligations provided for in Regulation (EU) 2016/679.
Clause 5
Hierarchy
In the event of a contradiction between these Clauses and the provisions
of related agreements between the Parties, existing at the time these
Clauses are agreed or entered into thereafter, these Clauses shall
prevail.
Clause 6
Description of the transfer(s)
The details of the transfer(s), and in particular the categories of
personal data that are transferred and the purpose(s) for which they are
transferred, are specified in Annex I.B.
Clause 7 – Optional
Docking clause
(a) An entity that is not a Party to these Clauses may, with the
agreement of the Parties, accede to these Clauses at any time,
either as a data exporter or as a data importer, by completing the
Appendix and signing Annex I.A.
(b) Once it has completed the Appendix and signed Annex I.A, the
acceding entity shall become a Party to these Clauses and have the
rights and obligations of a data exporter or data importer in
accordance with its designation in Annex I.A.
(c) The acceding entity shall have no rights or obligations arising
under these Clauses from the period prior to becoming a Party.
SECTION II – OBLIGATIONS OF THE PARTIES
Clause 8
Data protection safeguards
The data exporter warrants that it has used reasonable efforts to
determine that the data importer is able, through the implementation of
appropriate technical and organisational measures, to satisfy its
obligations under these Clauses.
8.1 Instructions
(a) The data exporter shall process the personal data only on documented
instructions from the data importer acting as its controller.
(b) The data exporter shall immediately inform the data importer if it
is unable to follow those instructions, including if such
instructions infringe Regulation (EU) 2016/679 or other Union or
Member State data protection law.
(c) The data importer shall refrain from any action that would prevent
the data exporter from fulfilling its obligations under Regulation
(EU) 2016/679, including in the context of sub-processing or as
regards cooperation with competent supervisory authorities.
(d) After the end of the provision of the processing services, the data
exporter shall, at the choice of the data importer, delete all
personal data processed on behalf of the data importer and certify
to the data importer that it has done so, or return to the data
importer all personal data processed on its behalf and delete
existing copies.
8.2 Security of processing
(a) The Parties shall implement appropriate technical and organisational measures to ensure the security of the data, including
during transmission, and protection against a breach of security leading to accidental or unlawful destruction, loss,
alteration, unauthorised disclosure or access (hereinafter ‘personal data breach’). In assessing the appropriate level of
security, they shall take due account of the state of the art, the costs of implementation, the nature of the personal data
(reference),
the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects, and
in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of
processing can be fulfilled in that manner.
(b) The data exporter shall assist the data importer in ensuring
appropriate security of the data in accordance with paragraph (a).
In case of a personal data breach concerning the personal data
processed by the data exporter under these Clauses, the data
exporter shall notify the data importer without undue delay after
becoming aware of it and assist the data importer in addressing the
breach.
(c) The data exporter shall ensure that persons authorised to process
the personal data have committed themselves to confidentiality or
are under an appropriate statutory obligation of confidentiality.
8.3 Documentation and compliance
(a) The Parties shall be able to demonstrate compliance with these
Clauses.
(b) The data exporter shall make available to the data importer all
information necessary to demonstrate compliance with its obligations
under these Clauses and allow for and contribute to audits.
Clause 9
Use of sub-processors
N/A
Clause 10
Data subject rights
The Parties shall assist each other in responding to enquiries and
requests made by data subjects under the local law applicable to the
data importer or, for data processing by the data exporter in the EU,
under Regulation (EU) 2016/679.
Clause 11
Redress
- (a) The data importer shall inform data subjects in a transparent and
easily accessible format, through individual notice or on its
website, of a contact point authorised to handle complaints. It
shall deal promptly with any complaints it receives from a data
subject
Clause 12
Liability
(a) Each Party shall be liable to the other Party/ies for any damages it
causes the other Party/ies by any breach of these Clauses.
(b) Each Party shall be liable to the data subject, and the data subject
shall be entitled to receive compensation, for any material or
non-material damages that the Party causes the data subject by
breaching the third-party beneficiary rights under these Clauses.
This is without prejudice to the liability of the data exporter
under Regulation (EU) 2016/679.
(c) Where more than one Party is responsible for any damage caused to
the data subject as a result of a breach of these Clauses, all
responsible Parties shall be jointly and severally liable and the
data subject is entitled to bring an action in court against any of
these Parties.
(d) The Parties agree that if one Party is held liable under paragraph
(c), it shall be entitled to claim back from the other Party/ies
that part of the compensation corresponding to its/their
responsibility for the damage.
(e) The data importer may not invoke the conduct of a processor or
sub-processor to avoid its own liability.
Clause 13
Supervision
N/A
SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC
AUTHORITIES
Clause 14
Local laws and practices affecting compliance with the Clauses
(a) The Parties warrant that they have no reason to believe that the
laws and practices in the third country of destination applicable to
the processing of the personal data by the data importer, including
any requirements to disclose personal data or measures authorising
access by public authorities, prevent the data importer from
fulfilling its obligations under these Clauses. This is based on the
understanding that laws and practices that respect the essence of
the fundamental rights and freedoms and do not exceed what is
necessary and proportionate in a democratic society to safeguard one
of the objectives listed in Article 23(1) of Regulation (EU)
2016/679, are not in contradiction with these Clauses.
(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
- (i) the specific circumstances of the transfer, including the
length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
- (ii) the laws and practices of the third country of destination – including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards
- (iii) any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.
(c) The data importer warrants that, in carrying out the assessment
under paragraph (b), it has made its best efforts to provide the
data exporter with relevant information and agrees that it will
continue to cooperate with the data exporter in ensuring compliance
with these Clauses.
(d) The Parties agree to document the assessment under paragraph (b) and
make it available to the competent supervisory authority on request.
(e) The data importer agrees to notify the data exporter promptly if,
after having agreed to these Clauses and for the duration of the
contract, it has reason to believe that it is or has become subject
to laws or practices not in line with the requirements under
paragraph (a), including following a change in the laws of the third
country or a measure (such as a disclosure request) indicating an
application of such laws in practice that is not in line with the
requirements in paragraph (a). For Module Three: The data exporter
shall forward the notification to the controller.
(f) Following a notification pursuant to paragraph (e), or if the data
exporter otherwise has reason to believe that the data importer can
no longer fulfill its obligations under these Clauses, the data
exporter shall promptly identify appropriate measures (e.g.
technical or organisational measures to ensure security and
confidentiality) to be adopted by the data exporter and/or data
importer to address the situation [for Module Three:, if
appropriate in consultation with the controller]. The data exporter
shall suspend the data transfer if it considers that no appropriate
safeguards for such transfer can be ensured, or if instructed by
[for Module Three: the controller or] the competent supervisory
authority to do so. In this case, the data exporter shall be
entitled to terminate the contract, insofar as it concerns the
processing of personal data under these Clauses. If the contract
involves more than two Parties, the data exporter may exercise this
right to termination only with respect to the relevant Party, unless
the Parties have agreed otherwise. Where the contract is terminated
pursuant to this Clause, Clause 16(d) and (e) shall apply.
Clause 15
Obligations of the data importer in case of access by public
authorities
15.1 Notification
(a) The data importer agrees to notify the data exporter and, where
possible, the data subject promptly (if necessary with the help
of the data exporter) if it:
- (i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
- (ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.
(b) If the data importer is prohibited from notifying the data exporter
and/or the data subject under the laws of the country of
destination, the data importer agrees to use its best efforts to
obtain a waiver of the prohibition, with a view to communicating as
much information as possible, as soon as possible. The data importer
agrees to document its best efforts in order to be able to
demonstrate them on request of the data exporter.
(c) Where permissible under the laws of the country of destination, the
data importer agrees to provide the data exporter, at regular
intervals for the duration of the contract, with as much relevant
information as possible on the requests received (in particular,
number of requests, type of data requested, requesting
authority/ies, whether requests have been challenged and the outcome
of such challenges, etc.). [For Module Three: The data exporter
shall forward the information to the controller.]
(d) The data importer agrees to preserve the information pursuant to
paragraphs (a) to (c) for the duration of the contract and make it
available to the competent supervisory authority on request.
(e) Paragraphs (a) to (c) are without prejudice to the obligation of the
data importer pursuant to Clause 14(e) and Clause 16 to inform the
data exporter promptly where it is unable to comply with these
Clauses.
15.2 Review of legality and data minimisation
- (a) The data importer agrees to review the legality of the request for
disclosure, in particular whether it remains within the powers
granted to the requesting public authority, and to challenge the
request if, after careful assessment, it concludes that there are
reasonable grounds to consider that the request is unlawful under
the laws of the country of destination, applicable obligations under
international law and principles of international comity. The data
importer shall, under the same conditions, pursue possibilities of
appeal. When challenging a request, the data importer shall seek
interim measures with a view to suspending the effects of the
request until the competent judicial authority has decided on its
merits. It shall not disclose the personal data requested until
required to do so under the applicable procedural rules. These
requirements are without prejudice to the obligations of the data
importer under Clause 14(e).
- (b) The data importer agrees to document its legal assessment and any
challenge to the request for disclosure and, to the extent
permissible under the laws of the country of destination, make the
documentation available to the data exporter. It shall also make it
available to the competent supervisory authority on request.
- (c) The data importer agrees to provide the minimum amount of
information permissible when responding to a request for disclosure,
based on a reasonable interpretation of the request.
SECTION IV – FINAL PROVISIONS
Clause 16
Non-compliance with the Clauses and termination
(a) The data importer shall promptly inform the data exporter if it is
unable to comply with these Clauses, for whatever reason.
(b) In the event that the data importer is in breach of these Clauses or
unable to comply with these Clauses, the data exporter shall suspend
the transfer of personal data to the data importer until compliance
is again ensured or the contract is terminated. This is without
prejudice to Clause 14(f).
The data exporter shall be entitled to terminate the contract,
insofar as it concerns the processing of personal data under these
Clauses, where:
- (i) the data exporter has suspended the transfer of personal
data to the data importer pursuant to paragraph (b) and
compliance with these Clauses is not restored within a
reasonable time and in any event within one month of
suspension; - (ii) the data importer is in substantial or persistent breach of |
these Clauses; or
- (iii) the data importer fails to comply with a binding decision of
a competent court or supervisory authority regarding its
obligations under these Clauses.
In these cases, it shall inform the competent supervisory
authority of such non-compliance. Where the contract involves more
than two Parties, the data exporter may exercise this right to
termination only with respect to the relevant Party, unless the
Parties have agreed otherwise.
- (d) The data importer shall certify the deletion of the data to the data
exporter. Until the data is deleted or returned, the data importer
shall continue to ensure compliance with these Clauses. In case of
local laws applicable to the data importer that prohibit the return
or deletion of the transferred personal data, the data importer
warrants that it will continue to ensure compliance with these
Clauses and will only process the data to the extent and for as long
as required under that local law.
- (e) Either Party may revoke its agreement to be bound by these Clauses
where (i) the European Commission adopts a decision pursuant to
Article 45(3) of Regulation (EU) 2016/679 that covers the transfer
of personal data to which these Clauses apply; or (ii) Regulation
(EU) 2016/679 becomes part of the legal framework of the country to
which the personal data is transferred. This is without prejudice to
other obligations applying to the processing in question under
Regulation (EU) 2016/679.
Clause 17
Governing law
These Clauses shall be governed by the law of a country allowing for
third-party beneficiary rights. The Parties agree that this shall be the
law mentioned in the Agreement.
Clause 18
Choice of forum and jurisdiction
Any dispute arising from these Clauses shall be resolved by the courts of mentioned on the Agreement.
APPENDIX
ANNEX I
A. LIST OF PARTIES
The Data Exporter is Mistral AI. The Data Importer is the Customer.
B. DESCRIPTION OF TRANSFER
The description of the transfer is mentioned in Appendix 1 of this DPA.