Terms of Service
NOW, THEREFORE, the parties hereby agree as follows:
- Solution. Subject to the terms and conditions of this Agreement, One AI shall provide Customer with access to the Solution. Customer may use the Solution on a non-exclusive basis solely for its own commercial purposes. Customer shall not be entitled to any other software (including any other executable or source code) from One AI. No licenses or rights are granted herein by estoppel or by implication. Customer represents that it has all necessary authority to enter into this Agreement and that the execution of this Agreement and the receipt of the Solution will not conflict with any legal, regulatory or contractual obligations of Customer.
- Restrictions. Except as set forth expressly herein, Customer shall not, and shall not permit any third party, to (a) reverse engineer or attempt to find the underlying code of, the Solution; (b) modify the Solution, (c) sublicense, sell, distribute or provide the Solution to any third party, or (d) bypass any security measure or access control measure of the Solution. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, Customer shall inform One AI in writing in each instance prior to engaging in the activities set forth above.
- Intellectual Property. One AI has all right, title and interest in the Solution, including all enhancements, improvements and modifications thereof (“One AI Property”). One AI does not request Customer’s feedback regarding the One AI Property. Notwithstanding the foregoing, if Customer provides One AI with any feedback regarding the One AI Property, One AI may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback. Subject to the foregoing, Customer shall have all right, title and interest in any reports and analytics concerning the Customer Data.
- Confidentiality. Either party (a “Disclosing Party”) may disclose to the other party (a “Receiving Party”) certain confidential information regarding its technology and business (“Confidential Information”). Receiving Party agrees to keep confidential and not disclose or use any Confidential Information except to support its provision or use of the Solution. Confidential Information shall not include information that Receiving Party can show (a) was already lawfully known to or independently developed by Receiving Party without access to or use of Confidential Information, (b) was received by Receiving Party from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions; or (d) is required to be disclosed by law, provided that Receiving Party provides Disclosing Party with prompt notice of such requirement and cooperate in order to minimize such requirement. Receiving Party shall restrict disclosure of Confidential Information to those of its employees with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein. All pricing information herein and all non-public information in respect of the Solution shall be deemed the Confidential Information of One AI. Payment. In consideration of the Solution, Customer shall make payment to One AI as set forth in in a separate quotation may be available at an Internet location that we provide (the “Quotation”) Except to the extent set forth otherwise in the Quotation, amounts due hereunder do not include VAT and other taxes, and Customer shall make payment in respect of such taxes in addition to other amounts due hereunder. Customer shall make payment to One AI without deduction or withholding of any taxes or other government charges. Late payments shall bear interest at the rate of 18% per annum. In the event of any conflict between these Terms and the express terms of any Quotation, the express terms of such Quotation shall govern.
- Warranties; Disclaimer. Each party warrants that it has full corporate power and authority to execute this Agreement and to perform its obligations hereunder; and all corporate actions necessary for the authorization, execution, delivery and performance of this Agreement by it have been taken. Customer warrants that it is authorized to provide One AI with access to the Customer Data for purposes of receiving the Solution. One AI represents and warrants that the Solution shall comply agreed specifications in all material respects and that, to its best knowledge, the Solution does not infringe the intellectual property rights of any third party. Subject to the foregoing, the Solution is provided “as is”. To the maximum extent permitted by applicable law, One AI disclaims all implied and statutory warranties, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose or non-infringement.
- One AI Indemnification Obligations. One AI shall defend, indemnify and hold Customer harmless from and against any and all damages, costs, losses, liabilities or expenses (including court costs and reasonable attorneys’ legal fees) which Customer may suffer or incur in connection with any actual claim, demand, action or other proceeding by any third party against Customer arising from any claims that the Solution infringes the intellectual property rights of a third party. One AI shall not have any liability to the extent any claim is the result of Customer’s actions, omissions or breach of this Agreement. If the Solution shall be the subject of an indemnifiable claim, or One AI reasonably believes that the Solution shall be the subject of an indemnifiable claim, One AI may terminate this Agreement with written notice if modification of the Solution to be non-infringing or compliant with applicable law is not reasonably practical.
- Customer Indemnification Obligations. Customer shall defend, indemnify and hold One AI (and its affiliates, officers, directors and employees) harmless from and against any and all damages, costs, losses, liabilities or expenses (including court costs and attorneys’ fees) which One AI may suffer or incur in connection with any actual claim, demand, action or other proceeding by any third party arising from the provision by Customer of any data not in compliance with applicable law.
- Procedure. The obligations of either party to provide indemnification under this Agreement will be contingent upon the indemnified party (i) providing the indemnifying party with prompt written notice of any claim for which indemnification is sought, (ii) cooperating fully with the indemnifying party (at the indemnifying party’s expense), and (iii) allowing the indemnifying party to control the defense and settlement of such claim, provided that no settlement may be entered into without the consent of the indemnified party if such settlement would require any action on the part of the indemnified party other than to cease using any allegedly infringing or illegal content or services. Subject to the foregoing, an indemnified party will at all times have the option to participate in any matter or litigation through counsel of its own election at its own expense.
- Term. The term of this Agreement (“Term”) shall commence on the Effective Date and shall continue in effect for a period of one year thereafter (the “Initial Term”). Following the Initial Term, this Agreement shall automatically renew for subsequent periods of one year each (each, a “Renewal Term” and together with the Initial Term, the “Term”), unless one of the parties provides written notice of its intent not to renew at least 30 days prior to the applicable Renewal Term. Either party may terminate this Agreement upon written notice if the other party shall materially breach this Agreement and not cure such breach within 30 days of receipt of written notice thereof from the non-breaching Party. Upon any termination of this Agreement, Customer shall cease all use of the Solution. Sections 2 – 12 of this Agreement shall survive any termination or expiration thereof. Neither party shall have liability for the termination of this Agreement in accordance with its terms.
- Customer Representations. As long as these Terms are in effect between One AI and Customer, Customer hereby represents and warrants to One AI as follows: (a) any and all Customer Data which will be provided to us in accordance with these Terms has been lawfully obtained by Customer; (b) Customer has provided all necessary notices and/or obtained any and all required consents from its personnel and clients for collecting and processing Customer Data (as required by applicable law); and (c) Customer shall maintain and be in compliance with all applicable laws, regulations and guidelines relating to collecting or processing of Customer Data.
- Publicity. One AI may disclose that Customer is using the Solution, including by displaying Customer’s name and logo on One AI’s website and other marketing materials.1
- Miscellaneous. This Agreement together with its Exhibits constitute the entire agreement between the parties regarding the subject matter hereof and supersedes any and all other agreements between the parties regarding the subject matter hereof. Except as expressly set forth herein, this Agreement may not be modified or amended except in a writing executed by both parties. If any part of this Agreement shall be invalid or unenforceable, such part shall be interpreted to give the maximum force possible to such terms as possible under applicable law, and such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of this Agreement. One AI may assign its rights or obligations under this Agreement to an affiliated company or to a purchaser of all or substantially all of One AI’s assets or share capital, or to any company succeeding to One AI’s business. Customer shall not assign any of its rights or obligations hereunder without One AI’s prior written consent. Assignments in violation of the foregoing shall be void. The Agreement will be governed and interpreted in accordance with the laws of the State of New York, without regard to its choice of law principles. All disputes arising out of the Agreement will be submitted exclusively to the jurisdiction of the state and federal courts in New York, New York, and each party hereby irrevocably consents to the jurisdiction of such courts and hereby waives all objections thereto. Each party hereby irrevocably waives any and all right to trial by jury. Notwithstanding the foregoing, either party may seek an injunction or other equitable relief in any court of competent jurisdiction in order to prevent a breach or threatened breach of this Agreement.