Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Developer", "you", or "your") and Intellex SAS, operating as BillAI ("Platform", "we", "us", or "our"), concerning your access to and use of our SaaS monetization platform and related services (collectively, the "Services").

By registering for an account, accessing, or using our Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access or use the Services.

2. Description of Services

Our platform provides monetization infrastructure for ChatGPT and MCP application developers, including:

• Hosted checkout and payment processing through Stripe
• Access control and entitlements management
• Developer dashboard and analytics
• Software development kits (SDKs) and APIs
• Event logging and usage tracking
• Billing and subscription management

3. Eligibility and Account Requirements

3.1 Eligibility

You must:

• Be at least 18 years of age
• Have the legal capacity to enter into binding contracts
• Not be prohibited from using the Services under applicable laws
• Provide accurate and complete registration information
• Represent a legitimate business or operate as an authorized individual

3.2 Account Registration

To use our Services, you must:

• Create an account by providing required information
• Maintain accurate, current, and complete account information
• Safeguard your account credentials and notify us immediately of any unauthorized access
• Be responsible for all activities conducted through your account
• Use the Services only for lawful business purposes

4. Stripe Payment Processing

4.1 Payment Processing Services

As a condition of BillAI enabling payment processing services through Stripe, you agree to provide BillAI with accurate and complete information about you and your business, and you authorize BillAI to share it and transaction information related to your use of the payment processing services provided by Stripe.

4.2 Stripe Account Creation and Management

When you connect your Stripe account through our platform:

• You will complete Stripe's onboarding process via Stripe Connect
• You authorize us to create and manage certain aspects of your Stripe Connected Account on your behalf
• You understand that Stripe may request additional verification information
• You acknowledge that Stripe may suspend or terminate payment processing if verification requirements are not met
• You are responsible for maintaining compliance with Stripe's policies and requirements

4.3 Connected Account Responsibilities

You are solely responsible for:

• The accuracy of all information provided to Stripe through our platform
• Compliance with Stripe's terms, policies, and applicable payment network rules
• Your obligations to your end-users and customers
• Proper description and delivery of goods or services sold through your applications
• Providing adequate customer service, processing refunds, and handling customer complaints
• Maintaining all required business licenses, registrations, and tax compliance
• Ensuring your business activities comply with all applicable laws

4.4 Platform Liability Disclaimer

We are not responsible for:

• Stripe's payment processing services or any issues arising from Stripe's operations
• The accuracy or completeness of information you provide to Stripe
• Your compliance with payment processing regulations
• Disputes between you and Stripe
• Disputes between you and your end-users
• Any losses or damages arising from payment processing failures

5. Fees and Payment Terms

5.1 Platform Fees

BillAI charges a platform fee of 7% on all successfully processed transactions. This fee:

• Is automatically deducted from transaction proceeds before payout
• Covers platform services, infrastructure, access control, APIs, and technical support
• Does not include Stripe's payment processing fees (which are separate)
• May be modified with 30 days advance written notice to you

5.2 Stripe Processing Fees

Stripe's payment processing fees are separate from our platform fees and are determined by Stripe. You are responsible for understanding and accepting Stripe's fee structure. Current Stripe fees can be found at: https://stripe.com/pricing

5.3 Value Added Tax (VAT)

For Developers in France:

• Platform fees are subject to French VAT at 20%
• You will be charged: Platform fee + 20% VAT
• Example: €100 platform fee = €100 + €20 VAT = €120 total

For Developers in EU (with valid VAT number):

• Reverse charge mechanism applies (Article 283-2 CGI)
• You will be charged: Platform fee with 0% VAT
• You must self-account for VAT in your country
• You must provide a valid intra-community VAT number

For Developers outside EU:

• Platform fees are VAT-exempt (export of services)
• You will be charged: Platform fee with 0% VAT

5.4 Billing and Payments

• Platform fees are automatically deducted from your transaction proceeds
• You will receive detailed transaction reports and invoices via your dashboard
• All fee disputes must be raised within 30 days of the transaction date
• No refunds will be provided for platform fees on completed transactions unless required by applicable law
• Unpaid fees may result in account suspension or termination

6. Your Responsibilities and Restrictions

6.1 Acceptable Use

You agree to:

• Use the Services only for lawful business purposes
• Comply with all applicable laws, regulations, and payment network rules
• Provide accurate and complete information about products or services offered to your end-users
• Maintain transparent pricing and clearly state any fees, subscriptions, or charges
• Honor your stated refund, return, and cancellation policies
• Respond promptly to customer inquiries and disputes
• Not engage in fraudulent, deceptive, misleading, or unfair practices
• Not process payments for prohibited businesses or illegal activities

6.2 Prohibited Activities

You may not:

• Violate any laws, third-party rights, or our policies
• Engage in activities that could damage, disable, overburden, or impair the Services
• Attempt to gain unauthorized access to the Services, other accounts, or related systems
• Use the Services to transmit viruses, malware, or other harmful code
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Services
• Remove, obscure, or modify any proprietary notices or labels on the Services
• Rent, lease, sell, resell, sublicense, or redistribute the Services without our written consent
• Use automated systems or software to extract data from the Services (scraping)
• Impersonate another person or entity or falsely represent your affiliation
• Process payments for high-risk or prohibited activities as defined by Stripe and payment networks

6.3 Prohibited Business Types

You may not use our Services if your business involves:

• Adult content or services
• Gambling, gaming, or betting services
• Controlled substances or drug paraphernalia
• Weapons, explosives, or dangerous materials
• Ponzi schemes, pyramid schemes, or matrix programs
• Money laundering or terrorist financing
• Any illegal products or services
• Any other activities prohibited by Stripe or applicable payment networks

6.4 Data Security and Compliance

You must:

• Implement reasonable security measures to protect user data
• Comply with all applicable data protection laws (GDPR, CCPA, etc.)
• Never store, handle, or transmit credit card data (all payment data is handled by Stripe in PCI-compliant manner)
• Maintain appropriate privacy policies and terms of service for your end-users
• Obtain necessary consents from end-users for data processing
• Promptly notify us of any data breaches or security incidents
• Cooperate with security investigations and audits

7. Intellectual Property Rights

7.1 Platform Ownership

All rights, title, and interest in and to the Services, including all software, technology, content, trademarks, service marks, trade names, logos, and other intellectual property, are and will remain the exclusive property of Intellex SAS.

7.2 Limited License to You

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal business purposes in accordance with these Terms. This license does not include any right to:

• Modify, copy, or create derivative works of the Services
• Distribute, sell, rent, lease, or sublicense the Services
• Access the Services to build a competitive product or service
• Use the Services for any purpose not expressly permitted by these Terms

7.3 Your Content and Applications

You retain all rights to content, data, applications, and intellectual property that you create, upload, or otherwise make available through the Services. By using the Services, you grant us a limited, worldwide, royalty-free license to:

• Host, store, cache, and process your content solely to provide the Services
• Display your content within the Services and to other users as directed by you
• Make backup copies of your content for disaster recovery purposes
• Analyze usage patterns and generate anonymized analytics (with no personally identifiable information)

7.4 Feedback

If you provide us with feedback, suggestions, or ideas about the Services ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into our Services without any obligation to you.

8. Data Privacy and Processing

8.1 Privacy Policy

Our collection, use, and protection of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference.

8.2 Data Processing Roles

When you use our Services:

• You are the Data Controller for personal data of your end-users
• We are the Data Processor for certain personal data we process on your behalf
• Stripe is a Data Processor for payment-related personal data

8.3 Your Data Protection Obligations

As a Data Controller, you are responsible for:

• Complying with all applicable data protection laws (GDPR, CCPA, etc.)
• Having a lawful basis for processing personal data
• Providing appropriate privacy notices to your end-users
• Obtaining necessary consents from data subjects
• Responding to data subject rights requests (access, deletion, etc.)
• Implementing appropriate security measures
• Reporting data breaches to authorities as required by law

8.4 Our Data Processing Commitments

As a Data Processor, we commit to:

• Processing personal data only according to your documented instructions
• Implementing appropriate technical and organizational security measures
• Assisting you with data subject rights requests
• Assisting you with data breach notifications
• Deleting or returning personal data upon termination as required

For more details, see our Data Processing Agreement (DPA).

8.5 Stripe Privacy

Personal data provided in connection with payment processing is received and processed by Stripe in accordance with Stripe's Privacy Policy.

9. Tax Responsibilities

9.1 Your Tax Obligations

You have sole responsibility for:

• Determining which taxes or fees apply to your transactions with end-users
• Collecting, reporting, and remitting all required taxes to appropriate authorities
• Providing tax receipts and invoices to your customers as required
• Complying with all tax registration and reporting requirements in your jurisdiction
• Maintaining accurate tax records

9.2 Sales Tax / VAT on Your Sales

You are responsible for:

• Determining if you must charge sales tax or VAT to your end-users
• Collecting and remitting such taxes to the appropriate tax authorities
• We do not collect, report, or remit taxes on your behalf for sales to your end-users

9.3 Our Tax Reporting

We may be required to:

• Collect tax information from you (e.g., W-9, W-8, VAT numbers)
• Report certain transactions to tax authorities
• Withhold taxes if required by law
• Issue tax documentation (e.g., 1099 forms for US users)

10. Disclaimers and Limitations of Liability

10.1 Service Availability

We do not warrant or guarantee that:

• The Services will operate uninterrupted, securely, or error-free
• Defects or errors will be corrected
• The Services will meet your specific requirements or expectations
• The results obtained from using the Services will be accurate or reliable
• The Services will be available at all times or compatible with all systems
• Data transmitted through the Services will be secure against unauthorized access

10.2 Third-Party Services

We disclaim all liability for:

• Stripe's payment processing services, including any processing delays, failures, or errors
• Actions or omissions of Stripe or other third-party service providers
• Third-party integrations, APIs, or services that you choose to use
• Actions or omissions of your end-users or customers
• Internet connectivity issues or infrastructure failures beyond our control
• Force majeure events (natural disasters, pandemics, wars, etc.)

10.3 Limitation of Liability

Cap on Liability:

Our total aggregate liability to you for all claims arising out of or related to these Terms or the Services shall not exceed the lesser of:

• The total platform fees paid by you in the 12 months preceding the claim; OR
• €1,000

11. Indemnification

11.1 Your Indemnification Obligations

You agree to defend, indemnify, and hold harmless Intellex SAS (BillAI), its affiliates, and their respective officers, directors, employees, agents, and representatives from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Your violation of these Terms or any applicable law or regulation
• Your violation of any third-party rights, including intellectual property rights, privacy rights, or contractual rights
• Your use or misuse of the Services
• Content, data, or applications you submit, post, or transmit through the Services
• Your provision of products or services to end-users, including any defects, injuries, or damages
• Disputes between you and your end-users or customers
• Your failure to comply with tax obligations
• Your breach of representations or warranties made in these Terms
• Allegations that your use of the Services infringes third-party intellectual property rights
• Your fraudulent or illegal activities

12. Compliance with Laws

12.1 General Compliance

You must comply with all applicable laws and regulations, including but not limited to:

• Payment Card Industry (PCI) Standards: While Stripe handles PCI compliance for payment data, you must comply with PCI requirements for any cardholder data you access
• Data Protection Laws: GDPR (EU), CCPA/CPRA (California), and other applicable privacy laws
• Anti-Money Laundering (AML) Laws: Including customer due diligence and suspicious activity reporting
• Know Your Customer (KYC) Requirements: Including identity verification of your customers where required
• Export Control Laws: Including restrictions on countries, entities, and individuals
• Consumer Protection Laws: Including regulations on unfair or deceptive practices
• Tax Laws: Including registration, collection, and remittance obligations
• Sanctions and Embargoes: Including OFAC, EU, and other sanctions programs

12.2 European Union / France Specific

If you operate in the EU or serve EU customers:

• GDPR Compliance: You must comply with all GDPR requirements as a data controller
• PSD2 (Payment Services Directive): You must comply with Strong Customer Authentication requirements
• E-Commerce Directive: You must provide required information about your business
• Consumer Rights Directive: You must comply with withdrawal rights and other consumer protections
• French Commercial Code: If based in France, comply with all applicable provisions

12.3 Restricted and Sanctioned Parties

You represent and warrant that you are not:

• Located in, or a resident of, any country subject to comprehensive sanctions (currently: Cuba, Iran, North Korea, Syria, Crimea region)
• Identified on any government list of prohibited or restricted parties (OFAC SDN List, EU Sanctions List, etc.)
• Owned or controlled by any such person or entity
• Acting on behalf of any such person or entity

13. Term and Termination

13.1 Term

These Terms commence when you accept them (by using the Services) and continue until terminated by either party.

13.2 Termination by You

You may terminate your account at any time by:

• Providing written notice to contact@billai.com
• Following the account closure process in your dashboard
• Settling all outstanding financial obligations

13.3 Termination by Us

We may suspend or terminate your access to the Services immediately, without prior notice, if:

• You breach any provision of these Terms
• Your account shows suspicious, fraudulent, or illegal activity
• We are required to do so by law, court order, or payment processors
• Your use of the Services creates security or legal risks for us or others
• You fail to meet verification or compliance requirements
• You fail to pay fees when due
• You violate payment network rules or Stripe's policies
• Your account has been inactive for 12 consecutive months

13.4 Effects of Termination

Upon termination of your account:

• Your access to the Services will immediately cease
• All outstanding fees and charges become immediately due and payable
• We may delete your account data after 30 days (subject to legal retention requirements)
• Stripe may hold funds for up to 90 days (or longer) pending resolution of disputes, refunds, or chargebacks
• You must cease all use of our APIs, SDKs, and other Services
• Any prepaid fees are non-refundable unless otherwise required by law

13.5 Data Retention After Termination

After termination:

• Transaction records: Retained for 7 years (French legal requirement for accounting records)
• Personal data: Retained for 30 days, then deleted unless longer retention is required by law
• Aggregated analytics: May be retained indefinitely in anonymized form
• Legal hold: Data may be retained longer if subject to legal proceedings

14. Modifications to Terms

14.1 Right to Modify

We reserve the right to modify these Terms at any time to:

• Reflect changes in our Services or business practices
• Comply with legal or regulatory requirements
• Improve clarity or address ambiguities
• Add new features or services
• Respond to security or abuse concerns

14.2 Notice of Changes

We will provide notice of material changes by:

• Posting the updated Terms on our website with a new "Last Updated" date
• Sending an email notification to the address associated with your account
• Displaying a prominent notice in your dashboard
• Providing at least 30 days advance notice before the changes take effect

14.3 Acceptance of Changes

By continuing to use the Services after the effective date of the updated Terms, you agree to be bound by the modified Terms.

If you do not agree to the modified Terms:

• You must discontinue use of the Services
• You may terminate your account as described in Section 13.2
• Termination does not relieve you of obligations incurred before termination

15. Dispute Resolution

15.1 Informal Resolution

Before filing any formal claim, you agree to contact us at contact@billai.com to attempt to resolve the dispute informally. We will attempt to resolve disputes in good faith within 30 days of receiving notice.

15.2 Governing Law

These Terms and any disputes arising out of or related to these Terms or the Services shall be governed by and construed in accordance with the laws of France, without regard to its conflict of law principles.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.3 Jurisdiction and Venue

Subject to the arbitration provisions below, any legal action or proceeding arising out of or related to these Terms or the Services shall be brought exclusively in the Commercial Court of Paris (Tribunal de Commerce de Paris), France.

You irrevocably consent to the personal jurisdiction of these courts and waive any objection to venue in these courts.

15.4 Arbitration (Optional)

For disputes involving amounts less than €10,000, either party may elect to resolve the dispute through binding arbitration in accordance with the rules of the Paris Chamber of Commerce and Industry.

The arbitration shall be conducted in English (unless both parties agree otherwise) and shall take place in Paris, France. The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

15.5 Mediation

In accordance with French law, for disputes between businesses, parties are encouraged to attempt mediation before initiating legal proceedings. Information about business mediation can be found at: https://www.economie.gouv.fr/mediation-entreprises

15.6 Class Action Waiver

16. General Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy, Cookie Policy, and any other documents expressly incorporated by reference, constitute the entire agreement between you and us regarding the Services and supersede all prior agreements, understandings, and communications, whether written or oral.

16.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable. If such modification is not possible, the provision shall be severed from these Terms. The remaining provisions shall continue in full force and effect.

16.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. No waiver of any provision shall be deemed a further or continuing waiver of that or any other provision.

16.4 Assignment

You may not assign, transfer, or delegate these Terms or your rights and obligations hereunder, in whole or in part, without our prior written consent. Any attempted assignment in violation of this provision shall be null and void.

We may freely assign, transfer, or delegate these Terms and our rights and obligations hereunder, in whole or in part, including in connection with a merger, acquisition, sale of assets, or by operation of law, without your consent.

16.5 Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) due to causes beyond its reasonable control, including but not limited to:

• Acts of God, natural disasters, or extreme weather
• War, terrorism, riots, or civil unrest
• Pandemics or public health emergencies
• Government actions, laws, or regulations
• Labor disputes or strikes
• Failures of telecommunications or internet infrastructure
• Cyber attacks or hacking incidents

16.6 Independent Contractors

Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between you and us. You have no authority to bind us or make commitments on our behalf.

16.7 No Third-Party Beneficiaries

These Terms are for the sole benefit of you and us. No other person or entity shall have any rights under these Terms, except that Stripe is an intended third-party beneficiary of the provisions relating to payment processing.

16.8 Notices

All notices, requests, and other communications under these Terms must be in writing and shall be deemed given:

• When delivered personally
• When sent by confirmed email
• Three business days after being sent by registered mail, return receipt requested

Notices to you may be sent to the email address associated with your account.

Notices to us must be sent to:

• Email: contact@billai.com
• Address: Intellex SAS, 60 rue François 1er, 75008 Paris, France

16.9 Language

These Terms are written and executed in English. Any translation is provided for convenience only. In the event of any inconsistency between the English version and any translation, the English version shall prevail.

17. Contact Information

For all inquiries regarding these Terms or the Services: