Terms of Sale

1.1. These Terms of Sale define the pricing, commercial and contractual conditions applicable to the subscription of paid Service plans offered by Lucid Engine.

1.2. Any subscription to a paid plan implies full and unreserved acceptance of these Terms of Sale, which prevail over any other document from the Client (purchase conditions, purchase orders, etc.), unless a derogatory written agreement is expressly accepted by Lucid Engine.

3.1. The paid Service plans are reserved for professionals, i.e., any legal entity or natural person acting within the scope of their commercial, industrial, artisanal, liberal or agricultural activity.

3.2. By subscribing to the Service, the Client declares to be acting in a professional capacity and expressly acknowledges that they do not benefit from consumer protection provisions, particularly regarding withdrawal rights (Articles L221-18 et seq. of the French Consumer Code).

3.3. The Client warrants that they have the legal capacity and necessary powers to subscribe to these Terms of Sale on behalf of the entity they represent.

4.1. Lucid Engine markets the Service as recurring subscriptions (monthly or annual). Each plan differs by its functional scope, usage limits and support level.

4.2. Detailed characteristics of each plan (included features, number of prompts, countries, personas, brands, tracking frequency, API access, support options, etc.) are described on the “Pricing” page, accessible at lucidengine.tech/pricing.

4.3. Enterprise plans are subject to a quote and specific contract that may include conditions derogating from these Terms of Sale.

5.1. Subscription to a paid plan is made online on the Site, following this process:

• Create a user account (or log in to an existing account)
• Select the plan and billing period (monthly or annual)
• Enter billing information
• Accept the ToS and these Terms of Sale
• Online payment via the secure payment provider
• Subscription confirmation by email

5.2. The subscription is deemed effective upon confirmation of payment by the payment provider. Access to the subscribed plan features is activated immediately.

5.3. A confirmation email summarizing the subscribed plan, amount, billing period and next renewal date is sent to the Client at the email address associated with their account.

5.4. For Enterprise plans, the order is formalized by a purchase order or contract signed by both parties. The order becomes firm and final upon receipt of the countersigned purchase order or first payment.

Applicable Prices

6.1. Plan prices are those indicated on the Pricing page at the time of subscription. They are expressed in euros and indicated excluding taxes (excl. VAT). Applicable VAT is added at the time of invoicing, at the current rate.

6.2. For Clients established in an EU Member State other than France and holding a valid intra-community VAT number, VAT is applied under the reverse charge mechanism. The Client must provide a valid VAT number upon subscription.

Price Revision

6.3. Lucid Engine reserves the right to modify its prices at any time. Price changes do not apply to current subscriptions: they take effect at the next subscription renewal.

6.4. The Client will be informed of any price change by email at least thirty (30) days before their subscription renewal date. If the Client does not accept the new prices, they may cancel their subscription before the renewal date, in accordance with Article 10 herein.

Promotional Codes and Discounts

6.5. Any promotional codes, discounts or preferential rates are subject to the specific conditions indicated at the time of the offer (validity period, eligibility, non-cumulation, applicable plan). They are neither transferable, nor exchangeable, nor refundable. Lucid Engine reserves the right to modify or withdraw them at any time.

Payment Methods

7.1. Payment is made online by credit card (Visa, Mastercard, American Express) or any other payment method offered at the time of subscription, via a PCI-DSS certified payment provider. Lucid Engine does not collect or store the Client's credit card data.

7.2. For Enterprise plans, payment may be made by bank transfer, according to the terms set out in the contract or purchase order.

Payment Due Date

7.3. Payment is due in advance, on the subscription date and then on each renewal date of the billing period (monthly or annual).

7.4. For Enterprise plans with bank transfer payment, invoices are payable within thirty (30) days of invoice date, unless otherwise agreed in writing.

Late Payment

7.5. Any late payment automatically and without prior notice results in:

• Late payment penalties calculated at the interest rate applied by the European Central Bank (ECB) to its most recent refinancing operation, plus ten (10) percentage points, in accordance with Article L441-10 of the French Commercial Code
• A flat-rate compensation of forty euros (EUR 40) for recovery costs, in accordance with Article D441-5 of the French Commercial Code. If actual recovery costs exceed this amount, Lucid Engine reserves the right to claim additional compensation with supporting documentation

7.6. In case of late payment exceeding fifteen (15) days after email reminder, Lucid Engine reserves the right to suspend access to the Service until full regularization, without such suspension releasing the Client from their payment obligation.

Invoicing

7.7. An invoice compliant with Article 289 of the French General Tax Code is issued for each payment and made available to the Client in their account dashboard. The Client may also request delivery by email.

Initial Duration

8.1. The initial subscription duration corresponds to the billing period chosen by the Client at subscription: one (1) month for a monthly subscription, or twelve (12) months for an annual subscription.

Tacit Renewal

8.2. Unless terminated by either party under the conditions set out in Article 10, the subscription is automatically renewed for a period identical to the initial period, at the rate in effect on the renewal date.

8.3. For annual subscriptions, Lucid Engine will send the Client a notification email at least thirty (30) days before the renewal date, reminding them of the due date, applicable rate and cancellation terms.

8.4. For monthly subscriptions, the Client is informed that renewal occurs automatically at each monthly due date.

Plan Changes

8.5. The Client may upgrade to a higher plan at any time. The change takes effect immediately. The price difference is calculated pro rata for the remaining period and invoiced immediately.

8.6. Downgrading to a lower plan takes effect at the next renewal date. Excess features of the current plan remain accessible until that date.

Service Provision

9.1. Lucid Engine undertakes to provide the Service in accordance with the characteristics of the plan subscribed by the Client and these Terms of Sale. This is an obligation of means.

9.2. Lucid Engine uses commercially reasonable efforts to ensure Service availability. The target availability rate is 99.5% on a monthly basis, excluding scheduled maintenance and force majeure.

Maintenance

9.3. Lucid Engine reserves the right to perform maintenance operations necessary for proper Service functioning. Scheduled maintenance likely to cause significant interruption will be notified to the Client by email or in-Service notification, where possible, at least forty-eight (48) hours in advance.

9.4. Emergency maintenance (security patch, critical incident) may be performed without prior notice.

Technical Support

9.5. The level of technical support depends on the subscribed plan:

9.6. The indicated response times are indicative targets and not contractual commitments, unless otherwise stipulated in an Enterprise contract with an SLA.

Termination by the Client

10.1. The Client may cancel their subscription at any time from their account dashboard or by contacting support. Cancellation takes effect at the end of the current billing period.

10.2. No pro-rata refund for the current period is due, unless otherwise provided in the Enterprise contract.

10.3. For annual subscriptions, the cancellation request must be made at least fifteen (15) days before the renewal date to avoid automatic renewal.

Termination by Lucid Engine

10.4. Lucid Engine may terminate the subscription by right in the following cases:

• Serious breach by the Client of their obligations under the ToS or these Terms, not remedied within thirty (30) days following a formal notice sent by email
• Persistent non-payment despite reminder(s)
• Fraudulent or illegal use of the Service
• Cessation of business, receivership or liquidation of the Client

Early Termination for Substantial Modification

10.5. In the event of a substantial modification to these Terms, pricing or functional scope of the subscribed plan, notified in accordance with Article 6.4 or Article 16, the Client who does not accept the new conditions may cancel their subscription without fees or penalties before the effective date of the modifications. If applicable, Lucid Engine will refund the pro-rata of the prepaid and unused period.

Effects of Termination

10.6. On the effective date of termination:

• Access to paid Service features is deactivated
• The Client has thirty (30) days to export their Client Data via available export features. After this period, Client Data will be permanently deleted
• Issued or due invoices remain fully payable

10.7. Provisions of these Terms that, by their nature, are intended to survive termination remain in effect, including: Intellectual Property, Liability, Confidentiality, Evidence Agreement, Applicable Law.

11.1. Throughout the subscription period, the Client may export their Client Data and Results in a structured, commonly used format (CSV, JSON or any format provided by the Service), via the platform's built-in export features.

11.2. From the effective termination date, the Client has thirty (30) days to export their data (the “Reversibility Period”). During this period, read and export access to Client Data is maintained, without access to Service processing features.

11.3. Upon expiration of the Reversibility Period, Lucid Engine will proceed with permanent and irreversible deletion of Client Data, in accordance with its data retention policy and applicable legal obligations.

11.4. Enterprise plans may provide enhanced reversibility conditions (extended duration, migration assistance, specific formats), detailed in the Enterprise contract.

12.1. All elements comprising the Service (software, algorithms, interfaces, trademarks, logos, documentation, editorial content, databases) are and remain the exclusive property of Lucid Engine.

12.2. Subscription to the Service grants the Client a personal, non-exclusive, non-transferable and non-sublicensable right of use, limited to the subscription duration and functional scope of the subscribed plan.

12.3. The Client shall not reproduce, modify, adapt, translate, disassemble, reverse engineer or decompile all or part of the Service, except where mandated by law.

12.4. The Client retains all intellectual property rights over their Client Data. The terms of the license granted to Lucid Engine over Client Data are defined in the ToS.

Lucid Engine Warranties

13.1. Lucid Engine warrants that the Service will be provided with the care and skill reasonably expected of a professional provider in the sector.

13.2. Lucid Engine warrants that the Service, in its normal operation, does not infringe third-party intellectual property rights.

Warranty Exclusions

13.3. The Service is provided "as-is" for features in Beta or Early Access. Outside the Beta context, and to the fullest extent permitted by law, Lucid Engine excludes any implied warranty of merchantability or fitness for a particular purpose.

13.4. Lucid Engine does not warrant:

• That the Service will be free from errors, interruptions or defects
• The accuracy, completeness or ongoing relevance of Results, as they depend on constantly evolving third-party data and systems
• Achievement of specific commercial results (traffic increase, sales, citations in generative AI, etc.)
• Compatibility of the Service with all Client technical environments

14.1. Lucid Engine's liability may only be incurred for direct and proven damages resulting from a breach of its obligations under these Terms of Sale.

14.2. To the fullest extent permitted by law, Lucid Engine excludes all liability for indirect damages, including but not limited to: loss of revenue, data loss, loss of opportunity, lost profits, commercial harm, image damage or reputational harm.

14.3. In any event, except in cases of gross negligence or willful misconduct, Lucid Engine's total cumulative liability under these Terms of Sale, for all causes combined, over a twelve (12) month period, shall not exceed the total amount actually paid by the Client during the twelve (12) months preceding the event giving rise to the damage.

14.4. The Client acknowledges that the liability limitations and exclusions set forth in this article constitute an essential and determining condition of Lucid Engine's consent, without which the latter would not have contracted or would have contracted on substantially different terms.

14.5. Lucid Engine shall not be held liable for malfunctions or unavailability resulting from an act or omission of the Client, a third party, force majeure, or a telecommunications network failure.

15.1. Neither party shall be held liable for failure or delay in the performance of any obligation if such failure results from a force majeure event within the meaning of Article 1218 of the French Civil Code.

15.2. Force majeure events include: natural disasters, pandemics, armed conflicts, acts of terrorism, exceptionally large cyberattacks, major failure of a critical infrastructure provider, regulatory or government decisions making performance impossible, widespread Internet or telecommunications network outage.

15.3. The affected party shall inform the other party as soon as possible by any written means. Performance of affected obligations is suspended for the duration of the event.

15.4. If the force majeure event persists for more than sixty (60) consecutive days, either party may terminate these Terms by right, by written notice to the other party. If applicable, Lucid Engine will refund the Client the pro-rata of the prepaid and unused period.

16.1. Lucid Engine reserves the right to modify these Terms of Sale to adapt them to legal, regulatory, technical or functional changes to the Service.

16.2. In the event of a substantial modification (affecting pricing, plan scope, Lucid Engine commitments or Client rights), the Client will be informed by email at least thirty (30) days before the new terms take effect.

16.3. If the Client does not accept the modifications, they may cancel their subscription without fees or penalties under the conditions set out in Article 10.5.

16.4. Continued use of the Service after the new Terms of Sale take effect constitutes acceptance thereof.

17.1. The processing of personal data carried out in connection with the Service is described in Lucid Engine's Privacy Policy.

17.2. In the performance of these Terms of Sale, Lucid Engine may process Client personal data (identity, contact details, billing data) as data controller, for the purposes of commercial relationship management, invoicing and tax compliance.

17.3. The Client's rights over their personal data (access, rectification, erasure, objection, portability, restriction) may be exercised by contacting marine.depoorter@lucidengine.tech, in accordance with the Privacy Policy.

18.1. The provisions of the “Confidentiality” article of the Terms of Service apply in full to the commercial relations governed by these Terms of Sale.

18.2. In particular, the pricing conditions applicable to the Client, any discounts granted, and the specific conditions of an Enterprise contract constitute Confidential Information.

19.1. Unless the Client objects in writing, Lucid Engine may mention the Client's name and logo as a commercial reference on its Site, marketing materials and social media.

19.2. The Client may withdraw this authorization at any time by simple written notification to marine.depoorter@lucidengine.tech. Lucid Engine will remove the reference within fifteen (15) business days.

20.1. The Client may not assign or transfer, in whole or in part, their rights and obligations under these Terms of Sale, without the prior written consent of Lucid Engine.

20.2. Lucid Engine may freely assign or transfer these Terms of Sale to any affiliated company or any acquirer of all or part of its business. The Client will be informed within a reasonable time.

21.1. The parties expressly agree that electronic records, connection logs, transaction data, electronic invoices and usage traces maintained in Lucid Engine's information systems constitute admissible, valid and enforceable evidence between the parties, under the conditions of Article 1366 of the French Civil Code.

21.2. These elements have the same evidentiary value as a document produced, received or stored on paper.

If one or more provisions of these Terms of Sale are declared null, unenforceable or inapplicable under any law, regulation or final court decision, the remaining provisions shall retain their full force and effect. The parties shall endeavor in good faith to replace the invalidated clause with a valid clause having an economic and legal effect as close as possible.

These Terms of Sale, together with the Terms of Service, the Privacy Policy and, where applicable, the purchase order or Enterprise contract, constitute the entire agreement between the parties regarding their subject matter. They supersede any prior agreement, proposal or communication, written or oral, relating to the same subject matter.

24.1. These Terms of Sale are governed by and construed in accordance with French law, excluding any conflict of laws rules and the Vienna Convention on the International Sale of Goods (CISG).

24.2. In the event of a dispute relating to the validity, interpretation, performance or termination of these Terms of Sale, the parties shall endeavor to find an amicable solution within thirty (30) days from notification of the dispute by one party to the other.

24.3. Failing amicable resolution, any dispute shall be submitted to the exclusive jurisdiction of the courts of Paris (France), including in summary proceedings, in the event of multiple defendants or third-party proceedings.

For any questions regarding these Terms of Sale or your subscription: