Preamble The company AGENCE OVB SARL (hereinafter "the Provider") publishes and operates a Software as a Service (SaaS) solution named UPLI. UPLI is an autonomous software tool designed to help users optimize their visibility and automate actions on the Instagram social network (hereinafter "the Solution"). The Clients of UPLI are strictly natural or legal persons acting exclusively in a professional capacity (B2B). The Provider and the Client will be jointly referred to as "the Parties".

Article 1 – Entire Agreement The Client declares to have read and unreservedly accepted these General Terms and Conditions of Sale (T&Cs) before subscribing to the Solution. These T&Cs, along with our Privacy Policy and Terms of Use, express the entire obligations of the parties. They apply, without restriction or reservation, to all subscriptions provided by the Provider. The Provider reserves the right to modify these T&Cs at any time; the applicable version is the one in effect on the website at the time of subscription.

Article 2 – Content of the SaaS Offer 2.1 Subscription Plans UPLI is provided as an online software subscription. The features, limits, and pricing of the different subscription tiers (e.g., Starter, Pro, Elite, or any other commercial name) are detailed on the UPLI website pricing page. The Client uses the tool autonomously to set up their targeting and automations. The Provider does not supply a dedicated human account manager to perform the work on behalf of the Client. 2.2 Support Technical assistance regarding software bugs or billing issues is available via email at: team@upli.ai.

Article 3 - Orders and Instant Access The Client subscribes online via the UPLI platform. The order is validated once the Client completes the online checkout process via our secure payment gateway (Chargebee/Stripe) and accepts these T&Cs. Access to the SaaS Solution is generally granted immediately upon confirmation of the first payment.

Article 4 - Duration, Auto-Renewal, and Cancellation 4.1 Duration The Subscription is offered on a rolling basis (e.g., monthly or annually), depending on the choice made by the Client during checkout. 4.2 Auto-Renewal Unless canceled by the Client, the subscription automatically renews at the end of each billing cycle for the same duration. 4.3 Cancellation The Client can cancel their subscription at any time directly from their UPLI user dashboard. The cancellation will take effect at the end of the current paid billing cycle. The ongoing month or year already paid is due in full and will not be refunded.

Article 5 – Pricing and Payment Terms 5.1 Pricing Prices are indicated on the website and during checkout. They are exclusive of tax (HT). Applicable VAT will be added depending on the Client's country of residence and tax status. 5.2 Payment Payment is made upfront by credit card or direct debit. By subscribing, the Client authorizes the Provider (via its payment processor, Chargebee) to automatically charge the payment method on file on the renewal date. 5.3 Late Payment Any failed payment will result in the immediate suspension of the Client's access to the UPLI Solution until the outstanding balance is settled. 5.4 No Refund Policy Because the Solution is a digital software service accessed immediately upon payment, the Provider operates a strict no-refund policy. Prices are due in full for the period subscribed, even in the event of non-use, partial use, or suspension of the Client's Instagram account. Note: As the Client is a professional purchasing for business needs, the consumer right of withdrawal does not apply.

Article 6 - Obligations of the Provider (SaaS) The Provider's commitments constitute an "obligation of means" limited to providing access to the software. The Provider strives to ensure maximum uptime and availability of the UPLI platform (excluding maintenance periods). No Guarantee of Results: The Provider simply supplies a technological tool. The Provider does not guarantee any specific results, volume of sales, or number of followers acquired by the Client through the use of the Solution.

Article 7 - Obligations of the Client and Instagram Risks 7.1 Autonomous Use The Client is solely responsible for connecting their Instagram account and configuring the automations, targeting, and speed limits within the UPLI software. 7.2 Assumption of Risk regarding Instagram (Meta) The Client expressly acknowledges that UPLI is a third-party automation tool and is not affiliated with, endorsed by, or approved by Instagram (Meta). Using automation tools can violate Instagram’s Terms of Service. Due to the opaque and constantly changing nature of Instagram's algorithms and policies, the Client assumes 100% of the risks associated with using the Solution. The Provider cannot, under any circumstances, be held responsible for any warnings, temporary blocks, shadowbans, or permanent deletion of the Client's Instagram account resulting from the use of UPLI.

Article 8 - Limitation of Liability The Provider cannot be held liable for indirect damages, loss of business, loss of profits, loss of data, or damages resulting from the suspension of the Client's social media accounts. In any event, if the Provider's liability were to be established, it would be strictly capped at the amount paid by the Client for the SaaS subscription during the twelve (12) months preceding the event giving rise to the claim.

Article 9 - Intellectual Property The Provider retains full ownership of the UPLI software, its code, design, algorithms, and associated intellectual property. The Client is only granted a limited, non-exclusive, non-transferable, and revocable right to use the software for the duration of their active subscription.

Article 10 - Personal Data The processing of personal data is governed by our Privacy Policy, available on the website.

Article 11 - Force Majeure Neither party shall be held liable for any delay or failure to perform its obligations if such delay or failure is due to a force majeure event (e.g., server outages, network failures, natural disasters, changes in third-party API policies such as Instagram abruptly blocking all third-party access).

Article 12 - Applicable Law and Jurisdiction These General Terms and Conditions of Sale and Subscription are governed by French law. In the event of a dispute arising from this contract, the Parties agree to seek an amicable solution. If no agreement is reached, the dispute will be submitted to the exclusive jurisdiction of the courts within the jurisdiction of the Court of Appeal of Lyon, France.