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TERMS OF SERVICE | THE SALES NINJA

Morpheus Agency, Société par Actions Simplifiée (SAS), share capital €1,000
RCS Bordeaux, SIREN 943 590 182
16 rue des Quinconces, 33000 Bordeaux, France
(hereinafter the "Provider")

The Sales Ninja is a trade name operated by Morpheus Agency.

Last updated: 10 May 2026

Important: governing language. These Terms of Service have been drafted in French. The French version is the legally binding version between the parties. This English translation is provided for information only. In the event of any inconsistency, the French version shall prevail.

PREAMBLE

The Provider develops and operates The Sales Ninja, a proprietary software-as-a-service (SaaS) platform for business users. The platform enables its customers to configure, deploy and operate autonomous AI-powered conversational agents to automate sales prospecting and customer engagement (the "Platform" or the "Service").

These Terms of Service (the "Agreement") govern any subscription to the Service by a business customer (the "Customer"). Any subscription constitutes full and unreserved acceptance of this Agreement.

SECTION 1: ACCEPTANCE

The Customer accepts this Agreement by subscribing to the Service through the Provider's payment platform (Stripe). Online validation by ticking the acceptance checkbox and confirming payment constitutes electronic signature within the meaning of article 1367 of the French Civil Code and full and unreserved acceptance of this Agreement.

The Customer represents that it has the legal capacity and authority required to bind the legal entity on whose behalf it subscribes. The Service is strictly reserved for professional use by adult users.

SECTION 2: DEFINITIONS

  • Agent: a conversational software instance configured and deployed by the Customer on the Platform.
  • Platform / Service: all proprietary software components operated by the Provider, including the orchestration engine, integrated tools, channel connectors, memory and session mechanisms, and deployment infrastructure.
  • Extension: the "The Sales Ninja: LinkedIn Connector" browser extension published by the Provider on the Chrome Web Store, allowing the Customer to connect its LinkedIn session to its workspace.
  • Tools: software modules enabling the Agent to perform specific actions (web browsing, API calls, third-party integrations, message sending).
  • Channels: third-party services through which the Agent interacts with third parties (notably LinkedIn, Outlook, Gmail).
  • Authorized User: natural person authorized by the Customer to access its workspace. Unless otherwise agreed, the subscription covers one (1) Authorized User.
  • End User: any natural or legal person interacting with the Agent through a Channel (notably prospects and recipients of messages sent by the Agent).
  • Customer Data: all data provided by the Customer or generated by interactions between the Agent and End Users, including prospect lists, conversation logs, transmitted files and business data.

SECTION 3: PURPOSE

The Provider grants the Customer, for the term of this Agreement, a non-exclusive, non-transferable, non-sublicensable right to use the Service under the conditions set out herein.

The Service is provided as Software-as-a-Service: the Customer accesses the Platform through a web interface and/or the Extension, with no access to source code, infrastructure or internal components.

SECTION 4: ACCESS AND ONBOARDING

4.1 Account creation

The Customer creates an account on the Platform and configures its Agents on a self-service basis. The Provider may, at its commercial discretion, assist the Customer with onboarding.

4.2 Free trial

The Provider may, at its discretion, offer a free trial period at the end of which the paid subscription automatically takes effect, unless the Customer cancels before the end of the trial.

4.3 Customer prerequisites

The Customer is responsible for providing and keeping up-to-date the elements required for its Agents to operate, including business content, prospect lists, access to third-party services it connects (LinkedIn, mail accounts, etc.) and any data required by the chosen configuration. The Provider shall not be liable for malfunctions or delays caused by the unavailability, inaccuracy or non-conformity of items supplied by the Customer.

SECTION 5: CUSTOMER THIRD-PARTY ACCOUNTS, AUTOMATION RISK

The Customer's attention is expressly drawn to the provisions of this Section, which constitute an essential and decisive condition of the Provider's consent to provide the Service.

5.1 Connection of third-party accounts

Some Service features allow the Agent to act on the Customer's behalf on third-party platforms, in particular LinkedIn, using the Customer's personal or professional accounts. Connecting such accounts (including via the Extension) is the sole initiative and responsibility of the Customer.

5.2 Acknowledgment and acceptance of risk

The Customer expressly acknowledges and accepts the following:

  1. Non-compliance with third-party terms. Automated use of third-party platforms (in particular LinkedIn), even when reproducing actions a human could perform manually, may breach the terms of service of those platforms. The Customer has read or is required to read those terms before connecting any account.

  2. Account suspension or removal. Third-party platforms may, at their sole discretion, without notice or stated reason, suspend, restrict, downgrade or permanently remove the Customer's accounts used by the Agent, as well as related accounts (e.g. professional, premium or Sales Navigator accounts). No claim may be brought against the Provider on the basis of such a decision.

  3. Reputational and commercial risk. Automated use may generate complaints, reports or negative reactions from End Users that may affect the Customer's professional reputation.

  4. Best-efforts countermeasures. The Provider implements, at its sole discretion, reasonable measures to limit detection risk (notably human-like pacing, rotation of technical parameters). These measures constitute a best-efforts obligation, not an obligation of result. The Provider does not guarantee in any way that the use of the Agent will not be detected or sanctioned by third-party platforms.

5.3 Express exclusion of liability

The Customer expressly waives any claim against the Provider in respect of any direct or indirect loss arising from the suspension, restriction, removal, downgrade or any other action taken by a third-party platform against the Customer's accounts, including loss of access to contacts, conversations, commercial benefits or prior advertising spend.

5.4 Provider-owned technical accounts

Technical accounts created by the Provider for the operation of the Service (proxies, technical instances, infrastructure accounts) remain the exclusive property of the Provider and are not transferable to the Customer, including upon termination.

SECTION 6: SUBSCRIPTION, BILLING AND REFUND

6.1 Fee

In consideration for the Service, the Customer pays the Provider a flat monthly subscription fee in the amount displayed on the payment page (Stripe) at the time of subscription. The standard rate is ninety-five euros (€95) per month for customers billed in euros and ninety-five US dollars (USD 95) per month for customers billed in US dollars. The Provider may offer specific pricing, discounts or tiers at its discretion.

The fee is charged per Authorized User. Any change in the number of Authorized Users automatically adjusts the fee.

6.2 Payment

The fee is charged monthly in advance, on the subscription anniversary date, via the payment method registered with Stripe. Any payment failure may result in immediate suspension of the Service.

6.3 Automatic renewal and cancellation

The subscription is entered into for an indefinite term and renews automatically on a monthly basis. The Customer may cancel at any time from its billing portal. Cancellation is effective at the end of the current billing cycle; no further fee is charged from that date.

The Customer is expressly informed that, absent cancellation before the end of a billing cycle, the next cycle will be automatically billed. This provision constitutes, where applicable, the automatic-renewal disclosure required under applicable laws, including the California Automatic Renewal Law.

6.4 30-day money-back guarantee

Any new Customer may request a full refund of the first monthly fee actually paid, by simple email request to support@thesales.ninja, within thirty (30) calendar days from the first payment. The refund is processed within fourteen (14) days through the original payment method. The Provider may, without making it a condition of the refund, ask the Customer for qualitative feedback on the reasons for the request, for the purpose of improving the Service.

The 30-day money-back guarantee applies to the first subscription only. Beyond the thirtieth day, or for any subsequent fee, no refund (full or partial) may be claimed, except as required by law.

6.5 Pricing changes

The Provider may change its pricing. Any pricing change applicable to an existing subscription will be notified to the Customer with at least thirty (30) days' notice. Continued use of the Service after the effective date constitutes acceptance of the new pricing. The Customer may cancel under Section 6.3 if it does not accept the new pricing.

6.6 Taxes

Prices are stated exclusive of taxes. Applicable taxes (French VAT, US sales tax, withholding taxes, etc.) will be added where applicable based on the Customer's billing location and tax status.

SECTION 7: INTELLECTUAL PROPERTY

7.1 Platform ownership

The Platform, its source code, architecture, interface, documentation, databases, Extension, Tools, connectors, orchestration engine, and all software components and intellectual creations remain the exclusive and entire property of the Provider or its licensors.

This Agreement grants the Customer no ownership, no license other than the right of use strictly necessary to use the Service, and no access to source code or internal components.

7.2 Customer content and know-how

The Customer retains full ownership of its content, prospect lists, business instructions, know-how and configurations provided or generated through the Service.

7.3 Customer Data

Customer Data remains the exclusive property of the Customer. The Provider acquires no ownership over Customer Data and undertakes:

  • not to use Customer Data for any purpose other than performance of this Agreement;
  • not to use Customer Data to train, fine-tune or improve any AI model, Platform component or other service;
  • to return or delete Customer Data under Section 13.

7.4 Agent-generated content

The Customer enjoys an unrestricted, royalty-free right to use content produced by the Agent in the course of its activity (messages, summaries, analyses). The Provider claims no rights over such content.

7.5 Third-party and open-source components

The Platform integrates third-party and open-source components subject to their own licenses, with which the Provider complies and which the Customer agrees to comply with.

7.6 Protective measures

The Customer shall not, directly or indirectly, decompile, disassemble, circumvent, extract, reproduce, reconstruct or attempt to access the source code, prompts, skills, scripts, technical configurations or Tools of the Platform.

SECTION 8: AVAILABILITY, SUPPORT AND MAINTENANCE

8.1 Availability

The Provider uses reasonable efforts to make the Service available 24/7. This is a best-efforts obligation. No specific uptime is guaranteed and no financial penalty applies in case of unavailability.

The following are excluded from any availability commitment:

  • scheduled maintenance, notified where reasonably possible;
  • unavailability of third-party services (AI providers, hosting, messaging platforms, third-party platforms such as LinkedIn);
  • force majeure, Customer fault or any unforeseen event.

8.2 Support

Support is provided by email at support@thesales.ninja. Requests are handled within reasonable timeframes based on criticality. No response-time SLA is provided unless expressly agreed otherwise.

8.3 Maintenance

The Provider performs corrective and evolutive maintenance of the Platform. Updates are deployed at the Provider's discretion and benefit all customers automatically.

SECTION 9: OBLIGATIONS

9.1 Provider obligations

The Provider undertakes to: provide the Service in accordance with these Terms; implement reasonable security measures to protect Customer Data; notify the Customer of any significant incident; respect the confidentiality of Customer information.

The Provider has a best-efforts obligation. It does not warrant that Agent responses will be free of errors, inaccuracies, biases or "hallucinations", as output quality depends on the underlying third-party AI models.

9.2 Customer obligations

The Customer undertakes to: use the Service exclusively for legitimate professional purposes; restrict workspace access to Authorized Users only and protect its credentials; ensure the truthfulness, lawfulness and quality of the content, instructions, lists and data it provides; assume full responsibility for decisions made and messages sent by its Agents; implement human review processes appropriate to its activity; pay the fees on time; comply with Sections 5 and 10.

SECTION 10: PERMITTED AND PROHIBITED USES

10.1 Permitted uses

The Customer uses the Service for legitimate business purposes, in compliance with applicable laws and regulations.

10.2 Prospecting compliance

The Customer is solely and entirely responsible for compliance with the rules applicable to its prospecting activities, including:

  • Regulation (EU) 2016/679 (GDPR) and the French Data Protection Act, in particular establishing a valid legal basis (consent, documented legitimate interest, contract performance) before processing prospect personal data;
  • the ePrivacy Directive and national rules on electronic prospecting;
  • the CAN-SPAM Act (15 U.S.C. §§ 7701 et seq.) for commercial emails sent to or from the United States;
  • the Canadian CASL (S.C. 2010, c. 23) where applicable;
  • the terms of service of any third-party platforms to which the Customer connects accounts, in particular LinkedIn;
  • transparency and information obligations toward End Users, including an effective and easily accessible opt-out mechanism.

10.3 Prohibited uses

The Customer is expressly prohibited from using the Service for:

  1. Spam and unlawful prospecting: sending unsolicited messages without consent or documented legitimate interest; absence of an effective opt-out mechanism; non-compliance with CAN-SPAM, CASL or GDPR.
  2. Regulated advice: medical, legal, financial, tax or other regulated advice without clear and visible disclosure of automation and the need to consult a qualified professional.
  3. Sensitive data: collection or processing of special categories of data (Article 9 GDPR: health, biometrics, political opinions, religious beliefs, sexual orientation, etc.) without prior written approval of the Provider and the required legal safeguards.
  4. Unlawful activity: any use contrary to applicable laws, public order or morality.
  5. Harm to third parties: harassment, defamation, hate speech, identity theft, fraudulent social engineering or any infringement of third-party rights.
  6. Deliberate circumvention of third-party platforms: deliberately using the Service to circumvent third-party security, detection or rate-limiting beyond the functional scope of the Tools provided; reselling, mutualizing or sharing access to connected accounts without authorization.
  7. Unlawful content generation: production of child-exploitation, terrorist, violent, or human-dignity-violating content.
  8. Attacks on the Platform: intrusion attempts, reverse engineering, denial-of-service, mass unauthorized extraction, exploitation of vulnerabilities.

10.4 Suspension for prohibited use

Any breach of Sections 10.2 or 10.3 may result in immediate suspension of the Service, without notice or refund, and engages the Customer's liability. The Provider reserves the right to cooperate with any competent authority.

SECTION 11: LIABILITY

11.1 Principle

The Customer is solely responsible for its use of the Service, the configurations it sets up, the messages sent by its Agents, and the decisions it makes based on generated content. The Provider supplies a technological tool; it exercises no editorial control over content sent by Agents and is not party to the relationship between the Customer and its End Users.

11.2 Liability cap

To the fullest extent permitted by law, the Provider's total cumulative liability to the Customer, on any basis whatsoever, is expressly capped at the total amount of fees actually received by the Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

11.3 Exclusions

The following are expressly excluded:

  • indirect damages (loss of business, revenue, margin, customers, data, reputation, business opportunity);
  • consequences of using Agent-generated content without human review;
  • malfunctions caused by third-party services (AI providers, messaging platforms, hosting providers, third-party platforms);
  • consequences of inaccurate, incomplete or non-compliant information provided by the Customer;
  • consequences of use not compliant with Sections 5 or 10;
  • suspension, restriction, removal or any other action by a third-party platform against Customer accounts (Section 5).

11.4 Non-deterministic nature of AI

The Customer acknowledges that the Agent relies on AI models whose outputs are probabilistic and non-deterministic, may contain errors, inaccuracies or "hallucinations", and therefore require human supervision adapted to the intended use.

SECTION 12: DATA PROTECTION

12.1 Framework

Processing of personal data under the Service is governed by the Provider's Privacy Policy, available at https://thesales.ninja/privacy, which forms an integral part of this Agreement.

12.2 Roles of the parties

  • The Customer is the data controller, within the meaning of GDPR, for the personal data of End Users and prospects it processes through the Service.
  • The Provider acts as data processor on the Customer's behalf, within the meaning of Article 28 GDPR, for that processing.
  • For data processed in connection with the provision and administration of the Service (Customer account, billing, support, audience measurement), the Provider acts as data controller.

12.3 Processor commitments

The Provider undertakes, in particular, to: process End User personal data only on documented instructions from the Customer; implement appropriate technical and organizational measures; ensure confidentiality; notify the Customer of any data breach within 72 hours; assist the Customer in responding to data-subject requests; return or delete the data at the end of the Agreement at the Customer's choice; manage subprocessor engagements.

The list of subprocessors and detailed processing terms are set out in the Privacy Policy.

12.4 Customer commitments

The Customer warrants that it has a valid legal basis for each processing carried out via the Service, that it informs data subjects in accordance with Articles 13 and 14 GDPR, and that it complies with the use restrictions of Section 10.

SECTION 13: TERM AND TERMINATION

13.1 Term

The Agreement takes effect on subscription and is entered into for an indefinite term, with monthly automatic renewal.

13.2 Termination by Customer

The Customer may cancel at any time, without cause, from its billing portal or by email to support@thesales.ninja. Cancellation takes effect at the end of the current billing cycle.

13.3 Termination by Provider

The Provider may terminate with thirty (30) days' notice, or with immediate effect in the event of a material Customer breach (in particular Sections 5, 6, 9 or 10), persistent payment default, or risk to the security or reputation of the Service.

13.4 Suspension for non-payment

The Provider may suspend the Service after fifteen (15) days of payment delay and terminate the Agreement after thirty (30) further days without cure.

13.5 Effects of termination

On the effective date of termination:

  • the Customer's access to the Service is disabled;
  • the Customer may request return of its Customer Data (export) within thirty (30) days; thereafter the Provider permanently deletes it;
  • fees due for prior periods remain payable and are non-refundable, except as provided in Section 6.4;
  • technical accounts and software components remain the Provider's property and are not transferable.

13.6 Survival

Sections 5 (Platform risk), 7 (Intellectual property), 11 (Liability), 12 (Data protection), 14 (Confidentiality) and 16 (General) survive termination.

SECTION 14: CONFIDENTIALITY

Each party shall preserve the confidentiality of the other party's confidential information disclosed under the Agreement, use it only for the purposes of performance, and not disclose it to third parties without prior consent. Confidential information includes, in particular: Agent configurations, prompts and skills, prospect lists, usage metrics, technical architectures and any information identified as such.

This obligation survives for the term of the Agreement and three (3) years thereafter.

SECTION 15: THIRD-PARTY SERVICES

The Service relies on third-party services (AI providers, messaging platforms, cloud hosting, etc.) which the Provider does not control. The Provider does not guarantee the availability, quality or maintenance of those services. In the event of a significant change affecting the Service, the Provider will inform the Customer and, where technically possible, propose an alternative.

The list of main third-party services is set out in the Privacy Policy.

SECTION 16: GENERAL

16.1 Governing law. This Agreement is governed by French law, to the exclusion of any international convention which would result in the application of another law, including the Vienna Convention on the International Sale of Goods.

16.2 Disputes. Any dispute relating to the formation, interpretation, performance or termination of the Agreement will first be subject to a thirty (30)-day amicable resolution attempt. Failing that, the courts of Bordeaux, France, shall have exclusive jurisdiction, including in case of multiple defendants, third-party claims or urgent proceedings, notwithstanding any contrary clause. The Customer (a non-merchant business) expressly accepts this jurisdiction clause.

16.3 Entire agreement. This Agreement, together with the Privacy Policy, constitutes the entire agreement between the parties and supersedes any prior agreement, exchange or document on the same subject.

16.4 Severability. The invalidity, illegality or unenforceability of a provision shall not affect the validity of the remaining provisions.

16.5 Amendment. The Provider may amend these Terms. Any material amendment is notified by email with thirty (30) days' notice. Continued use of the Service after the effective date constitutes acceptance. The Customer may cancel under Section 13.2 if it disagrees.

16.6 Assignment. The Customer may not assign the Agreement, in whole or in part, without the Provider's prior written consent. The Provider may assign the Agreement to any affiliate or to any assignee in connection with a merger, acquisition or business transfer.

16.7 Force majeure. Neither party shall be liable for non-performance due to force majeure within the meaning of article 1218 of the French Civil Code.

16.8 Notices. Notices under this Agreement may be validly given by email to support@thesales.ninja for the Provider, and to the billing email registered by the Customer.

16.9 Language. This Agreement is drafted in French. An English translation is provided for information. In the event of any divergence in interpretation, the French version shall prevail.

For any question regarding these Terms of Service, please contact the Provider at support@thesales.ninja.