Terms and Conditions

PLEASE READ THESE TERMS AND CONDITIONS ("TERMS") CAREFULLY BEFORE USING THE SERVICES OFFERED BY AI SAFE LABS S.R.L. ("COMPANY"). BY MUTUALLY EXECUTING ONE OR MORE ORDER FORMS WITH COMPANY WHICH REFERENCE THESE TERMS (EACH, AN "ORDER FORM"), YOU ("CUSTOMER") AGREE TO BE BOUND BY THESE TERMS (TOGETHER, WITH ALL ORDER FORMS, THE "AGREEMENT") TO THE EXCLUSION OF ALL OTHER TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY TO THE TERMS OF THIS AGREEMENT.

1. Definitions

• "Authorized User" means Customer's employees, consultants, contractors, and agents who are authorized by Customer to access and use the Service under this Agreement.
• "Company IP" means the Service, any client-side software, documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing.
• "Customer Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Service.
• "Documentation" means Company's end user documentation relating to the Service.
• "Harmful Code" means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any computer, software, firmware, hardware, system, or network.
• "Personal Information" means any information that, individually or in combination, does or can identify a specific individual or by or from which a specific individual may be identified, contacted, or located.
• "Service" means AISafe product(s) and/or service(s) specified in applicable Order Form(s), and as made available to Authorized Users from time to time.
• "Subscription Period" means the time period identified on the Order Form during which Customer's Authorized Users may access and use the Service.

2. Access and Use

2.1 Order Forms; Access to the Service

Upon mutual execution, each Order Form shall be incorporated into and form a part of the Agreement. Subject to Customer's compliance with the terms and conditions of this Agreement, Company grants Customer a nonexclusive, limited, personal, nonsublicensable, nontransferable right and license to internally access and use the Service during the applicable Order Form Subscription Period for the internal business purposes of Customer, only as provided herein and only in accordance with the Documentation.

Each Authorized User must have its own unique account for accessing the Service, and Authorized Users may not share their account credentials with one another or any third party. Customer will be responsible for all acts and omissions of its Authorized Users in connection with this Agreement.

2.2 Use Restrictions

Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly:

• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service;
• Modify, translate, or create derivative works based on the Service;
• Copy, rent, lease, distribute, pledge, assign, sublicense, publish, or otherwise transfer or encumber rights to the Service;
• Use the Service for the benefit of a third party or make the Service available to any third party;
• Remove or otherwise alter any proprietary notices or labels from the Service;
• Use the Service to build an application or product that is competitive with any Company product or service;
• Interfere or attempt to interfere with the proper working of the Service;
• Bypass any measures Company may use to prevent or restrict access to the Service.

2.3 Suspension

Notwithstanding anything to the contrary in this Agreement, Company may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Service if Company reasonably determines that there is a threat or attack on the Service, Customer's use disrupts or poses a security risk, Customer is using the Service for fraudulent or illegal activities, or Customer's account is past due.

3. Customer Obligations

3.1 Authorized Users

Customer is responsible and liable for all uses of the Service and Documentation resulting from access provided by Customer, directly or indirectly. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions and shall cause Authorized Users to comply with such provisions.

3.2 License and Control of Customer Data

Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer represents and warrants that it has all rights necessary to provide the Customer Data to Company as contemplated hereunder. Customer hereby grants to Company a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use the Customer Data as may be necessary for Company to provide the Service.

3.3 Third Party Integrations

Customer acknowledges and agrees that the Service may operate on, with or using third-party integrations, and the availability and operation of the Service may be dependent on Company's ability to access such third-party integrations.

4. Company Obligations

4.1 Support

During the Subscription Period, subject to Customer's payment of all applicable fees, Company will use commercially reasonable efforts to provide support, maintenance, and uptime for each Service in accordance with the support package selected by Customer.

4.2 Service Updates

From time to time, Company may provide upgrades, patches, enhancements, or fixes for the Services to its customers generally without additional charge ("Updates"), and such Updates will become part of the Services and subject to this Agreement. Company may make improvements and modifications to the Services at any time in its sole discretion.

5. Fees and Payment

Customer shall pay Company fees as set forth in each Order Form ("Fees"). Unless otherwise specified in an Order Form, all Fees shall be invoiced annually in advance and all invoices issued under this Agreement are payable in U.S. dollars within thirty (30) days from date of invoice.

All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Customer hereunder, other than any taxes imposed on Company's income.

All Fees paid are non-refundable and are not subject to set-off or deduction. If Customer fails to make any payment when due, Company may charge interest on the undisputed past due amount at the rate of 1.5% per month or the highest rate permitted under applicable law.

6. Confidential Information

From time to time during the Term, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information ("Confidential Information").

The receiving party shall not use the disclosing party's Confidential Information except to perform its obligations and exercise its rights hereunder nor shall it disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees, contractors, and agents who have a need to know.

7. Data Security

Company shall use commercially reasonable efforts to maintain the security and integrity of the Service and the Customer Data. Customer is responsible for the use of the Service by any person to whom Customer has given access to the Service.

Customer acknowledges and agrees that the Service is not designed to store sensitive data including protected health information, payment cardholder information, or social security numbers, and Customer will not use the Service to store such sensitive data.

8. Intellectual Property; Feedback

As between the parties, Company reserves all rights in Company IP not expressly granted to Customer in this Agreement, and retains all right, title, and interest in and to the Services.

Customer or any of its employees or contractors may provide suggestions, comments or other feedback to Company with respect to the Service ("Feedback"). Customer hereby grants to Company a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose.

9. Term and Termination

This Agreement shall commence upon the Effective Date of the first Order Form, and, unless earlier terminated, shall last until the expiration of all Order Form Subscription Periods (the "Term").

In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement by providing written notice to the breaching party, provided that the breaching party does not materially cure such breach within thirty (30) days of receipt of such notice.

All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

10. Indemnification

10.1 Company Indemnification

Company shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs incurred by Customer resulting from any third-party claim against Customer alleging that the Service infringes or misappropriates such third party's intellectual property rights.

10.2 Customer Indemnification

Customer shall indemnify, hold harmless, and defend Company from and against any losses resulting from any third-party claim alleging that the Customer Data infringes or misappropriates such third party's intellectual property or other rights and any claims based on Customer's unauthorized use of the Service.

11. Warranty and Disclaimer

Company warrants that the Service will be performed in a professional and workmanlike manner and will substantially comply in all material respects with the Documentation.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY MAKES NO WARRANTY THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

12. Limitation of Liability

EXCEPT FOR THE PARTIES' INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER. IN NO EVENT WILL COMPANY'S AGGREGATE LIABILITY FOR ANY DIRECT DAMAGES EXCEED THE FEES PAID BY CUSTOMER TO COMPANY IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM.

13. Miscellaneous

This Agreement represents the entire agreement between Customer and Company with respect to the subject matter hereof. The Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, and the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Wilmington, Delaware.

Neither party may assign any of its rights or obligations hereunder without the other party's consent; provided that either party may assign all of its rights and obligations hereunder to a successor-in-interest in connection with a sale of substantially all of such party's business.

No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.

Questions?

If you have any questions about these Terms and Conditions, please contact us at [email protected]