Translation for information purposes only. This English version has no contractual value. Only the French version, available at https://arrmesh.ai/fr/legal/terms, is legally binding and prevails before the courts, which have jurisdiction under French law.

ArrMesh Terms of Subscription

Publisher: Atyos SAS, a French société par actions simplifiée with a share capital of 200 000 euros, registered under number 838 228 344 R.C.S. Strasbourg, whose registered office is at 18a Route de Paris, 67117 Ittenheim, France (“Atyos”).

1. Purpose and scope

1.1. These Terms of Subscription (the “Terms”) set out the conditions under which Atyos provides the Customer with access to the online service ArrMesh, a SaaS control plane for managing the customers, identity, access rights, usage metering and billing of SaaS applications (the “Service”).

1.2. The Service is intended exclusively for professionals. By subscribing, the Customer represents that it is acting for purposes relating to its trade, business, craft or profession. Consumer protection provisions, including the right of withdrawal, do not apply.

1.3. These Terms apply regardless of how the subscription is made: online when creating an account (Section 4.1) or by signing an Order Form (Section 4.2).

2. Definitions

• Order Form: a document signed by the Parties outside the online subscription process, specifying the Plan, prices, term and any agreed special conditions.
• Customer: the legal entity or professional that subscribes to a Subscription.
• End Customer: any customer of the Customer to which the Customer provides its Offering.
• Subscription: the right to access the Service, under the chosen Plan, for the agreed term.
• Subscription Date: the date on which the contract is formed, as defined in Section 4.
• Anniversary Date: the day of each month (monthly subscription) or of each year (annual subscription) corresponding to the Subscription Date. Where that day does not exist in a given month, the Anniversary Date is the last day of that month.
• Billing Period: the period running from one Anniversary Date to the next (monthly or annual depending on the Subscription). Usage-based fees are always measured monthly.
• Contractual Documents: the documents listed in Section 3.
• Customer Data: all data, including personal data, entered, imported, transmitted or generated by the Customer, its Users or its End Customers through the Service.
• Plan: the Service offering chosen by the Customer (Free, Starter, Business or Enterprise), as described in the Price List.
• Price List: the description of the Plans and prices published at https://arrmesh.ai/pricing on the Subscription Date, or set out in the Order Form.
• MAU (Monthly Active User): a user managed through the Service for whom at least one identity operation occurs during the monthly measurement period, including: administrative creation or update, sign-up, sign-in, sign-out, token refresh, password change, update or query of an account attribute. This definition follows the one used by Amazon Cognito, on which the Service relies. Each user is counted only once per measurement period, regardless of the number of operations.
• Backend Fee: a fee expressed as a percentage of the Invoiced Amount.
• Invoiced Amount: the total amount, excluding taxes, invoiced by the Customer to its End Customers for its Offering during the measurement period, as calculated by the Service from the billing data processed in it, less any credit notes issued.
• Offering: the software or SaaS service that the Customer markets to its End Customers and manages through the Service.
• User: any natural person authorised by the Customer to access the Service through an account.

3. Contractual documents

3.1. The contract between Atyos and the Customer consists of the following documents, in decreasing order of precedence:

1. the Order Form and its special conditions, if any;
2. the Data Processing Agreement (DPA), for all matters relating to personal data;
3. the Service Level Agreement (SLA), for all matters relating to availability commitments;
4. these Terms;
5. the Acceptable Use Policy;
6. the Price List.

3.2. Each document is identified by its version, expressed as the year and month of its publication (e.g. “2026-09”), and published at a permanent address at https://arrmesh.ai/fr/legal. The applicable version is the one accepted online or referred to in the Order Form, subject to Section 21.

3.3. The Contractual Documents are drafted in French. Translations, including into English, are provided for information purposes only and have no contractual value: only the French version is binding between the Parties and before the competent courts.

3.4. The Customer's general terms of purchase or any other Customer document shall not be binding on Atyos unless expressly accepted in writing.

4. Formation of the contract

4.1. Online subscription. When creating its account, the Customer chooses its Plan and billing frequency, provides the requested information and then accepts the Contractual Documents by ticking a dedicated (unticked) box, after having been able to view and download them. The contract is formed upon validation of the subscription, which constitutes the Subscription Date. Atyos sends the Customer an email confirmation summarising the Plan, the prices and the versions of the Contractual Documents accepted.

4.2. Subscription by Order Form. The Customer may also subscribe by signing an Order Form, by hand or by means of an electronic signature process compliant with Regulation (EU) No 910/2014 (eIDAS). The Order Form refers to the Contractual Documents by title and version. The contract is formed on the date of the last signature, which constitutes the Subscription Date, unless the Order Form provides for a different start date.

4.3. Authority. The person accepting the Contractual Documents online or signing the Order Form represents that they have authority to bind the Customer.

4.4. As both Parties are professionals, they agree, in accordance with Article 1127-3 of the French Civil Code, to exclude the application of Articles 1127-1 and 1127-2 of that Code, except for making the Contractual Documents available in a form that allows them to be stored and reproduced.

5. Evidence

5.1. The Parties agree that computer records kept by Atyos under reasonable security conditions — in particular the version of the documents accepted, the date and time of acceptance, the account and User identifiers and the IP address used — constitute evidence of the acceptance of the Contractual Documents and of the operations carried out through the Service, unless proven otherwise.

5.2. Emails exchanged between the Parties constitute a valid means of notification, except where these Terms require another form.

6. Access to the Service and accounts

6.1. Atyos opens an administrator account for the Customer, allowing it to create User accounts. Each account is personal. The Customer is responsible for granting and revoking access, and for any use of the Service made through its Users' accounts.

6.2. The Customer undertakes to provide accurate and up-to-date information, to keep credentials and API keys confidential, and to inform Atyos without delay of any suspected compromise through the support portal https://help.arrmesh.ai (Free Plan: at support@arrmesh.ai).

6.3. Atyos may suspend an account created using manifestly false information or used fraudulently, after informing the Customer where possible.

7. Description of the Service and Plans

7.1. The features, limits (number of organisations and applications, log retention period, etc.) and support levels of each Plan are described in the Price List. Where the Customer's usage exceeds the limits of its Plan, Atyos informs it and invites it to change Plan; Atyos may refuse the creation of resources beyond the limits.

7.2. Free Plan. The Free Plan is intended for experimentation and prototyping. It does not benefit from the SLA. Atyos may change its content or discontinue it with thirty (30) days' notice.

7.3. Changes to the Service. Atyos may change the Service, in particular to improve it or for security or compliance reasons. Any change that substantially reduces an essential feature of the subscribed Plan is notified to the Customer at least thirty (30) days in advance; the Customer may then terminate its Subscription at no cost before it takes effect.

7.4. AI-assisted features. Some features of the Service may use artificial intelligence to suggest pricing models, content or draft documents, including legal documents. Such outputs are provided for information only: they do not constitute legal, financial or tax advice. The Customer remains solely responsible for verifying them and for the use it makes of them.

8. Support

Support is provided at the level included in the Plan:

• Paid Plans (Starter, Business, Enterprise): exclusively through the support portal https://help.arrmesh.ai, to which the Customer and its authorised Users have access, 9×5 or 24×7 and under the conditions described in the SLA;
• Free Plan: by email at support@arrmesh.ai, with no response-time commitment.

Requests sent through any other channel are not handled as support requests.

9. Financial terms

9.1. Prices

The applicable prices are those of the Price List in force on the Subscription Date or those of the Order Form. They are stated in euros excluding taxes; VAT and any other applicable taxes are added.

9.2. Price components

Depending on the Plan, the price includes:

• a flat subscription fee, monthly or annual;
• usage-based fees, consisting of a price per MAU and the Backend Fee applied to the Invoiced Amount.

The Customer shall not bypass the Service to invoice its End Customers in order to avoid the Backend Fee. Once a year and with thirty (30) days' notice, Atyos may request from the Customer the information reasonably necessary to verify the Invoiced Amount.

9.3. Invoicing

a) The subscription fee is invoiced in advance, on the Subscription Date and then on each Anniversary Date.

b) Usage-based fees are measured monthly and invoiced in arrears on each monthly Anniversary Date, including where the subscription is annual.

c) Invoices are issued electronically and made available in the customer area or sent by email, in compliance with applicable e-invoicing obligations.

9.4. Payment

a) Invoices are payable upon receipt, exclusively by SEPA direct debit, through the payment service provider Qonto. The Customer signs a direct debit mandate and authorises Atyos to collect the amounts due on each due date; the amount and date of each direct debit are notified to the Customer at least two (2) business days in advance.

b) The Customer undertakes to maintain a valid SEPA direct debit mandate throughout the Subscription.

9.5. Non-payment and suspension of the Service

a) Penalties. Any amount not paid when due shall automatically bear interest at three (3) times the French statutory interest rate, together with a fixed recovery fee of forty (40) euros (Articles L. 441-10 and D. 441-5 of the French Commercial Code), without prejudice to additional compensation upon proof.

b) Rejected direct debit. If a direct debit is rejected, for whatever reason, Atyos informs the Customer by email and may present the direct debit again. Bank charges resulting from the rejection are re-invoiced to the Customer.

c) Reminder. Any unpaid amount gives rise to a reminder sent by email to the Customer's administrative contact and billing contact, which constitutes formal notice. The Customer has fifteen (15) days from that reminder to settle the amount due.

d) Suspension of the Service. Failing settlement within that period, Atyos may automatically suspend access to the Service, after informing the Customer by email at least three (3) business days in advance. The suspension covers the entire Service: console, API and authentication. The Customer acknowledges that it makes the applications it operates through the Service unavailable, including to its Users and End Customers; it is the Customer's responsibility to manage the consequences towards them, and Atyos shall not be liable for the consequences of a suspension carried out in accordance with this Section.

e) During the suspension. Customer Data is retained. Amounts due under the Subscription continue to accrue. The suspension period does not give rise to any service credit under the SLA.

f) Restoration. The Service is restored no later than one (1) business day after full payment of the amounts due, including penalties and charges.

g) Termination. If the amounts due have not been paid in full thirty (30) days after the suspension takes effect, Atyos may terminate the contract automatically, by email and without further formality; termination then has the effects set out in Section 10.6. Amounts due remain payable.

9.6. Change of Plan or billing frequency

a) An upgrade to a higher Plan or to annual billing takes effect immediately; the subscription fee is adjusted pro rata for the remaining period, and a new Anniversary Date may be set at the date of the change.

b) A downgrade to a lower Plan or to monthly billing takes effect on the following Anniversary Date, provided that the Customer's usage complies with the limits of the new Plan.

9.7. Price changes

Atyos may change its prices. Any change is notified to the Customer at least sixty (60) days in advance and applies from the Anniversary Date following the end of that period — for an annual subscription, from its renewal. A Customer that refuses the change may terminate its Subscription before it takes effect. Prices fixed in an Order Form for a fixed term may not be changed during that term.

10. Term, renewal and termination

10.1. Monthly subscription. It is entered into for one (1) month from the Subscription Date and is tacitly renewed for successive one-month periods. The Customer may terminate it at any time from its customer area or by email; termination takes effect at the end of the current Billing Period.

10.2. Annual subscription. It is entered into for twelve (12) months from the Subscription Date and is tacitly renewed for successive twelve-month periods, unless terminated by either Party at least thirty (30) days before the Anniversary Date.

10.3. Termination by Atyos. Atyos may end a Subscription at the end of the current Billing Period, with thirty (30) days' notice for a monthly subscription and ninety (90) days' notice for an annual subscription.

10.4. Termination for breach. In the event of a material breach by either Party of its obligations that is not remedied within thirty (30) days of a formal notice sent in writing, the other Party may terminate the contract automatically. This period is reduced to eight (8) days in the event of breach of the Acceptable Use Policy. In the event of non-payment, suspension and termination take place under the conditions set out in Section 9.5.

10.5. Suspension. In the event of non-payment, the Service is suspended under the conditions set out in Section 9.5. Atyos may also suspend all or part of the Service, limited to what is strictly necessary, in the event of breach of the Acceptable Use Policy or a proven threat to the security or integrity of the Service; it then informs the Customer as soon as possible.

10.6. Effects of termination. On the effective date of termination, access to the Service is deactivated. The Customer has thirty (30) days to export its Customer Data in a standard, machine-readable format; after that period, the Customer Data is deleted under the conditions set out in the DPA. Amounts due remain payable. Amounts paid in advance are not refunded, except in the event of termination for breach by Atyos or termination by the Customer in the cases provided for in Sections 7.3, 9.7 and 21, in which case the portion corresponding to the unused period is refunded.

11. Customer obligations

The Customer undertakes to:

• use the Service in accordance with its intended purpose, the Contractual Documents, the documentation and applicable law;
• comply, and ensure that its Users comply, with the Acceptable Use Policy;
• hold the necessary rights to the Customer Data;
• bear sole responsibility for the design, pricing, marketing and invoicing of its Offering, and for its contractual, tax and regulatory relationships with its End Customers. Atyos is not a party to those relationships and does not collect any amounts on behalf of the Customer.

12. Atyos obligations

Atyos undertakes to:

• provide the Service in accordance with the Contractual Documents and, for paid Plans, the SLA commitments;
• implement appropriate technical and organisational security measures, as described in the DPA;
• inform the Customer without undue delay of any security incident affecting its Customer Data;
• provide corrective and evolutionary maintenance of the Service;
• keep user documentation up to date.

13. Customer Data and personal data

13.1. The Customer retains full ownership of the Customer Data. It grants Atyos, for the term of the contract, a non-exclusive, royalty-free licence to use the Customer Data solely for the purpose of providing the Service.

13.2. Atyos may produce and use aggregated, anonymised statistics on the use of the Service, which do not identify the Customer, its Users or its End Customers, in order to improve the Service.

13.3. Where Atyos processes personal data on behalf of the Customer, such processing is governed by the Data Processing Agreement (DPA), which forms an integral part of the contract. Personal data processed by Atyos as a controller (customer relationship management, invoicing) is processed in accordance with its Privacy Policy.

13.4. The Service is hosted in the European Union. For information purposes only, the regions used at the date of this version are eu-west-3 (Paris, France) (primary region) and eu-central-1 (Frankfurt, Germany) (disaster recovery region). These regions have no contractual value and may change under the conditions set out in Section 7.2 of the DPA; only hosting within the European Union is a commitment.

14. Intellectual property

14.1. The Service, its software, architecture, interfaces, documentation and all their components are and remain the property of Atyos or its licensors. The ArrMesh trademark and name are the property of their owner and are used by Atyos under licence. The Subscription does not transfer any rights.

14.2. Atyos grants the Customer, for the term of the Subscription and worldwide, a personal, non-exclusive and non-transferable right to access and use the Service for the needs of its business, within the limits of the subscribed Plan.

14.3. Except within the limits permitted by Article L. 122-6-1 of the French Intellectual Property Code, the Customer shall not copy, modify, decompile or disassemble the Service, make it available to third parties other than its Users and its End Customers as part of its Offering, or use it to develop a competing service.

14.4. Suggestions for improvement made by the Customer may be freely used by Atyos.

15. Commercial references

Atyos may mention the Customer's name and logo as a commercial reference, unless the Customer objects at any time by writing to legal@arrmesh.ai.

16. Confidentiality

Each Party undertakes to keep strictly confidential the non-public information of the other Party that it obtains in connection with the contract, to use it only for the performance of the contract and to disclose it only to its employees, subcontractors and advisers who need to know it and are bound by an equivalent obligation. This undertaking does not apply to information that has entered the public domain through no fault of the receiving Party, that was already known to it, or whose disclosure is required by law or by an authority. It applies for the term of the contract and for three (3) years after its end.

17. Liability

17.1. Atyos is bound by an obligation of means (obligation de moyens).

17.2. Neither Party shall be liable to the other for indirect damages, including loss of revenue, profits, customers, reputation or opportunities suffered by the other Party.

17.3. Atyos's total liability, for all causes combined, is limited to the amount actually paid by the Customer under the contract during the twelve (12) months preceding the event giving rise to liability, or one hundred (100) euros if that amount is lower. Service credits granted under the SLA count towards this cap.

17.4. Atyos shall not be liable for damages resulting from use of the Service that does not comply with the Contractual Documents or the documentation, from a failure of the Customer's equipment, networks or internet service providers, from the modification or deletion of data by the Customer or its Users, or from the Customer's Offering and its relationships with its End Customers.

17.5. The limitations in this Section do not apply in the event of gross negligence or wilful misconduct, or in the event of personal injury.

18. Force majeure

Neither Party shall be liable for a failure caused by force majeure within the meaning of Article 1218 of the French Civil Code. The affected Party shall inform the other without delay. If the impediment lasts more than thirty (30) days, either Party may terminate the contract in writing, without compensation.

19. Subcontracting and assignment

19.1. Atyos may use subcontractors to perform the Service, in compliance with the DPA; it remains responsible for their services.

19.2. The Customer may not assign or transfer the contract without the prior written consent of Atyos. Atyos may assign the contract to a company that it controls, that controls it or that is under common control, or to the acquirer of all or part of its business relating to the Service, after informing the Customer.

20. General provisions

The Parties are independent contractors. If any provision is held invalid, the remaining provisions remain in force. A Party's failure to invoke a breach does not constitute a waiver. The Contractual Documents constitute the entire agreement of the Parties on their subject matter and supersede any prior agreement on the same subject matter.

21. Changes to the Contractual Documents

21.1. Atyos may amend the Contractual Documents. Each new version is published at a new permanent address at https://arrmesh.ai/fr/legal, previous versions remaining available.

21.2. Any change is notified to the Customer by email at least thirty (30) days before it takes effect. If the change is unfavourable to the Customer, the Customer may terminate its Subscription at no cost before that date; otherwise, the new version applies from that date.

21.3. For contracts entered into by Order Form for a fixed term, new versions apply only from renewal, unless the Customer agrees otherwise or the change is required by law.

22. Governing law and disputes

22.1. The contract is governed by French law.

22.2. In the event of a dispute, the Parties shall endeavour to settle it amicably within thirty (30) days of notification by either of them. Failing that, any dispute relating to the formation, performance or termination of the contract shall be subject to the exclusive jurisdiction of the courts of Strasbourg (France), including in the case of summary proceedings, third-party claims or multiple defendants.

23. Contact

Atyos SAS — 18a Route de Paris, 67117 Ittenheim, France — legal@arrmesh.ai