Terms of Sale

1. Scope

These Terms of Sale set out the commercial framework for professional licensing of egocentric video datasets and related data services offered under the UniXpanse name, including:

• egocentric video dataset licensing;
• dataset delivery;
• video collection, preparation and qualification;
• related data services.

They are intended for customers acting for professional purposes. They do not govern contributor collection accounts, which are subject to separate contributor agreements.

Contracting party. No company has yet been incorporated under the UniXpanse name. UniXpanse is a project name, not a registered legal entity. These Terms of Sale do not create a corporate counterparty.

Until incorporation, any professional sale or licence is entered into only with the natural person operating the project, and only if that person is identified by name in the applicable quotation, order form or Dataset Licence Agreement. If that identity is not stated in the specific agreement, no contract of sale or licence is formed under these Terms.

After incorporation, the contracting party will be the company identified in the Legal Notice and in the specific agreement.

Specific commercial or technical conditions may be set out in an accepted quotation, purchase order, order form or specific agreement.

Operator contact: legal@unixpanse.com. The operator of the Site is described in the Legal Notice.

2. Contract documents

Depending on the transaction, the contractual documents may include:

• these Terms of Sale;
• an accepted quotation or order;
• a Dataset Licence Agreement;
• technical specifications;
• a Data Processing Agreement where applicable;
• any specific written amendments accepted by both parties.

Unless a document expressly provides otherwise, the order of precedence is: (1) the Dataset Licence Agreement; (2) the accepted order, quotation or order form; (3) these Terms of Sale.

These Terms of Sale do not constitute the complete dataset licence. Licence scope, permitted uses and restrictions must be set out in a Dataset Licence Agreement or equivalent specific contract.

3. Formation of the contract

Unless otherwise expressly agreed, a contract is formed when the operator of the UniXpanse project has accepted the customer's order in writing, or when the parties have executed the applicable agreement.

The essential terms typically include, where applicable:

• dataset scope;
• authorised uses;
• licence duration;
• territory;
• price;
• delivery conditions;
• applicable technical specifications.

A contact form or expression of interest does not constitute an order.

4. Dataset scope

Each licensed dataset is identified by a defined snapshot or equivalent version reference. Egocentric datasets typically include first-person video and associated metadata, as specified in the contract.

The applicable documentation may specify:

• videos, files and assets included;
• format;
• duration and volume;
• metadata;
• quality criteria;
• rights documentation;
• permitted uses;
• restrictions;
• delivery method.

UniXpanse does not guarantee the availability of video or other materials outside the scope expressly agreed in the contract.

5. Price

Prices are determined in the quotation or specific agreement.

Unless otherwise stated, prices are expressed exclusive of VAT.

Applicable VAT is added according to the tax rules applicable to the transaction.

6. Payment

Payment terms are specified in the quotation, invoice or contract.

Unless otherwise agreed, invoices are payable according to the payment period stated on the invoice.

For transactions between professionals, late-payment interest and the legally applicable fixed recovery indemnity apply where required by French law.

7. Delivery

Delivery may be provided through:

• authenticated access;
• signed download URLs;
• secure transfer;
• another agreed technical mechanism.

The delivered content corresponds to the contractual dataset snapshot.

The customer shall notify UniXpanse without undue delay of any material non-conformity between the delivered dataset and the contractual specifications, providing sufficient information to allow UniXpanse to investigate the claim. The applicable Dataset Licence Agreement or order may specify the notification period and the remedies.

Signed URLs may be temporary and may require continued entitlement under the applicable licence.

8. Dataset licence

A dataset licence does not automatically transfer ownership of the underlying intellectual-property rights.

Unless otherwise expressly agreed, the customer receives only the licence rights expressly specified in the Dataset Licence Agreement.

The licence may define:

• permitted purposes;
• training;
• fine-tuning;
• evaluation;
• research;
• commercial use;
• territory;
• duration;
• redistribution restrictions;
• sublicensing restrictions;
• derivative-use rules;
• confidentiality requirements.

The customer must comply with those restrictions.

9. Third-party rights

UniXpanse performs rights-related checks according to the applicable sourcing and qualification process.

However, automated or human review cannot constitute an absolute guarantee that no third party will ever assert a claim.

The specific rights representations and warranties applicable to a dataset must be specified in the relevant licence or contract.

10. Customer obligations

The customer must:

• use the dataset only within the authorised scope;
• comply with applicable law;
• respect third-party rights;
• maintain appropriate security;
• not attempt to circumvent access controls;
• not resell or redistribute the dataset where prohibited;
• not use the dataset beyond the agreed licence.

11. Personal data and GDPR

Where a dataset contains personal data, the parties shall determine their respective roles under applicable data-protection law.

Where UniXpanse processes personal data on behalf of the customer, the parties shall execute an Article 28 GDPR Data Processing Agreement before the relevant processing begins.

Such an agreement shall specify, where applicable:

• subject matter;
• duration;
• nature and purpose;
• categories of personal data;
• categories of data subjects;
• documented instructions;
• security measures;
• confidentiality;
• subprocessors;
• assistance with data-subject rights;
• assistance with security and breach obligations;
• deletion or return of data;
• audit and compliance provisions.

An Article 28 DPA is not replaced by the public Privacy Policy.

12. Delivery of personal data

Where the licensed dataset contains personal data, the parties must ensure that the intended use is legally authorised.

The customer is responsible for using the dataset only for the purposes covered by the applicable licence and data-protection framework.

13. Confidentiality

Each party shall keep confidential non-public information received from the other party in connection with a transaction, including dataset contents, pricing, technical specifications and unpublished product information.

This obligation does not apply to information that:

• is or becomes public other than through a breach of this clause;
• was already lawfully known to the receiving party without a confidentiality duty;
• is lawfully received from a third party without a confidentiality duty;
• must be disclosed under a legal obligation, provided that, where legally permitted, the disclosing party is notified in advance.

The Dataset Licence Agreement or other specific contract may impose additional confidentiality obligations.

14. Liability

Any applicable limitation of liability shall be specified in the specific agreement applicable to the transaction.

Where that agreement does not specify a cap, liability is determined under applicable French law, without these Terms of Sale creating an additional contractual cap.

Any limitation must not apply where prohibited by applicable law, including in cases where liability cannot legally be excluded or limited.

15. Force majeure

Neither party shall be liable for failure caused by a force-majeure event within the meaning of Article 1218 of the French Civil Code.

The affected party shall notify the other party within a reasonable period.

16. Termination

The specific contract may provide for termination in the event of:

• material breach;
• non-payment;
• unlawful use;
• unauthorised redistribution;
• serious security breach.

Termination does not automatically extinguish obligations that are expressly intended to survive termination, including confidentiality, payment, intellectual-property and applicable data-protection obligations.

17. Governing law and jurisdiction

These Terms are governed by French law.

For disputes between professionals, the competent court is determined according to applicable French law and the jurisdiction clause contained in the specific contract where valid.

Mandatory rules applicable to the parties remain unaffected.

Notices: legal@unixpanse.com.