Terms of Service

2.3.2  The Customer may have access to the Solution API and Solution API keys and shall restrict disclosure of such Solution API keys to employees and consultants that are (i) necessary for the Customer's integration with the Solution and (ii) subject to confidentiality obligations materially similar to those set out in this Agreement. The Customer shall immediately notify Us if the Customer becomes aware of any loss of or unauthorized use of Solution API keys.

2.3.3  The Customer acknowledges and agrees that We reserve the right to (i) impose restrictions on the number and frequency of calls made to the Solution API, and (ii) perform audits to verify that the Solution API is used in accordance with the Solution Materials. The Customer is solely responsible for the Customer's own and its third parties' use of the Solution API, including such third parties' compliance with this chapter 2.3.

2.3.4  The Customer shall:

(a)  Provide all reasonable cooperation necessary for Our ongoing delivery of the Solution;

(b)  comply with Our reasonable instructions regarding the use of the Solution and ensure that it has the rights, hardware, software and network connectivity necessary to access and use the Solution; and

(c)  use high quality data in the Solution.

2.3.5  If We become aware of any breach of this Agreement in connection with the Customer's or a Third-Party User's use of the Solution, We reserve the right to (i) suspend the Customer's and the Third-Party User's access to the Solution, (ii) delete any infringing Customer Data, (iii) take any action We consider appropriate to remedy and avoid such events, and/or (iv) pursue any legal rights available to Us under applicable law. In the event of suspension of access or deletion of Customer Data, We will notify the Customer as soon as reasonably possible, however such notice may also be provided after suspension or deletion. If the breach of this Agreement is a payment default, the Customer's access to the Solution may be suspended without notice if the overdue payment, with the addition of late payment interest, has not been paid within thirty (30) calendar days of the due date. The Customer will remain responsible for all fees incurred until the date of suspension and any applicable fees for the parts of the Solution the Customer still has access to. Our right to suspend the access to the Solution is in addition to any other remedies available to Us under the Agreement or applicable law.

2.3.6  The Customer shall keep Us informed of any local laws and regulations, which are applicable to the Solution and give Us as much advance written notice as reasonably possible of any prospective changes in such local laws and regulations.

3 CUSTOMER DATA AND INTELLECTUAL PROPERTY RIGHTS

3.1 The Customer acknowledges and agrees that its rights in and to the Solution are solely the limited license expressly provided herein, without any implied right of any kind and that all right, title and interest, including all Intellectual Property Rights related to the Solution, Solution API and Solution Materials are under the sole and exclusive ownership of Findable AS or its licensors, and that this Agreement does not transfer or grant any rights in any Intellectual Property Rights related to the Solution, Solution API or Solution Materials. All such Intellectual Property Rights not expressly licensed herein are hereby reserved by Us.

3.2  The Customer Data is used to provide the Solution and train algorithms to improve Our services. It is not possible to reverse engineer the results of such training into the Customer Data. All rights of ownership and any Intellectual Property Rights relating to Customer Data belongs to the Customer, and the Customer grants Us:

a)  the right to utilize Customer Data for the purpose of performing our obligations under this Agreement and train algorithms to improve Our services during the Term; and

b)  a royalty-free, perpetual, non-exclusive, sub-licensable, assignable, irrevocable right to aggregate, collect and use (i) data relating to the performance of the Solution for the purpose of maintaining, developing and improving Our products and services, and (ii) use aggregated and anonymized Customer Data for commercial, statistical, analytical, and processing purposes. This includes, but is not limited to, creating, storing and using datasets for further training of the Solution, developing and improving the Solution, and creating new service offerings.

3.3  The Customer acknowledges and agrees that We own title and all Intellectual Property Rights related to the results arising from the rights granted in section 3.2. For the avoidance of doubt, the Customer’s rights in the Customer Data do not restrict or limit Our right to use, develop, and exploit the datasets or trained algorithms in any manner.

3.4  Upon any termination, We will make Customer Data available to the Customer for electronic retrieval for a period of fourteen (14) days after termination. After the 14-day period, We may delete the Customer Data.

4 CONFIDENTIALITY

4.1  Each party shall hold the other party’s Confidential Information in confidence and not make such Confidential Information available to any third party, unless agreed in writing by the Disclosing Party.

4.2  These confidentiality restrictions shall not apply to Confidential Information:

(a)  lawfully in the public domain;

(b)  lawfully possessed by the recipient before disclosure by the other party;

(c)  lawfully disclosed to a party by a third party without obligation of confidentiality;

(d)  independently developed by a party without reference to the other party’s Confidential Information; or

(e)  if any disclosure is compelled by a court or other competent authority. The compelled party shall give prior written notice at least ten (10) calendar days prior to any disclosure or such shorter period as set in any order of any court or government agency with cognisance of any actual or potential requirement of any court or government agency to disclose any Confidential Information and shall permit either party to seek a protective order limiting such disclosure.

4.3  Each party may only disclose Confidential Information to those of its employees, contractors or agents that are necessary to carry out the purposes of this Agreement. Any such recipient of Confidential Information shall be informed of its confidential nature, his or her obligations hereunder and shall be bound to maintain a duty of confidentiality substantially in the form of this Agreement.

4.4  Neither party shall use the other’s Confidential Information for any purpose other than the implementation of this Agreement. Each party shall take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees, agents or independent contractors in breach of the terms of this Agreement.

4.5  A party may retain copies of the other party’s Confidential Information to the extent required to comply with its legal obligations, and as kept or maintained for an established duration as backup data for disaster recovery purposes or in a party’s general working papers in the ordinary course of business. Such Confidential Information, as applicable, will remain subject to the terms and conditions herein until returned or destroyed. Otherwise, each party shall return or destroy any and all copies of Confidential Information of the other party at the conclusion of the permitted purpose, or if sooner, upon request.

5 PAYMENT

5.1  All prices and payment terms are set out in the applicable Order Form. Time shall be of the essence for any payment by the Customer under this Agreement.

5.2  All prices may be adjusted at the beginning of every calendar year by an amount equivalent to the increase in the Consumer Prices Index (CPI) as published by the Office for National Statistics in the UK, with the initial reference index value being the index value for the month in which the Agreement was formed. The price may also be adjusted to the extent that regulations or administrative decisions pertaining to indirect taxes are amended in a way that affects the calculation of Our costs.

5.3  If the Customer fails to make payment by the agreed time, We shall be entitled to claim a late payment interest equal to 1.1% of the unpaid balance per month and reimbursement of all collection costs incurred in respect of such unpaid invoiced amounts, including but not limited to reasonable legal expenses.

6 DISCLAIMER AND LIMITATION OF LIABILITY

6.1  The Solution, Solution API and Solution Materials is provided to the Customer on an "as is" and "as available" basis. We disclaim all warranties, representations, and conditions, express or implied, including, but not limited to, warranties as to (i) the Solution, Solution API and Solution Materials' availability, correctness, accuracy, reliability, quality, non-infringement, and fitness for a particular purpose, and (ii) that the Customer's use of the Solution will be secure, uninterrupted or error free.

6.2  In no event shall either party be liable to the other for any special, exemplary, indirect or consequential damages, including but not limited to, any (i) loss of profits (whether direct or indirect), sales or business, (ii) business interruption, (iii) loss or corruption of data or information (iv) loss of business opportunity, goodwill and/or reputation, (v) third party claims (except in an event as set out in clause 2.3.1 (d)) or (vi) any other special, indirect or consequential loss costs, damages, charges or expenses however arising under this Agreement.

6.3  Each Partys total liability for any reason and all causes of action arising out of or relating to this Agreement (whether based in contract, tort (including negligence), strict liability or otherwise) shall be limited to an amount equal to the then current annual revenue under this Agreement, excluding value added tax. This limitation shall apply even if a Party has been advised of the possibility of such damages, and notwithstanding any failure of essential purpose of any limited remedy.

6.4 The said limitations shall not apply in the case of gross negligence or wilful misconduct on the part of the defaulting Party or anyone for whom it is responsible.

7 TERM AND TERMINATION

7.1  This Agreement will last for the initial term specified in the applicable Order Form and shall be automatically renewed for additional periods of the same duration as the initial term (collectively, the “Term”), unless terminated by either party by giving ninety (90) days' written notice prior to the end of the then-current term.

7.2  Upon termination of this Agreement, for whatever reason:

a)  the Customer's and any Third-Party User's access to the Solution will be discontinued;

b)  without limiting Our rights in clause 3.2 and 3.3, each party shall, at the other party’s request, either return or destroy any Confidential Information, Solution Materials or other information relating to the Solution in its possession, at its own expense;

c)  all outstanding invoices shall become immediately payable (if any); and

d)  the Customer shall cease to use any of Our Intellectual Property Rights.

8 SECURITY AND PERSONAL DATA

8.1  The parties' rights and obligations in connection with the processing of personal data in the Solution are set out in the Findable Data Processing Terms.

8.2  We will always implement and maintain commercially reasonable technical and organisational measures designed to ensure a level of security appropriate to the risk associated with the nature of the Solution.

9 CHANGES

9.1  We may from time to time (i) make or offer new applications or functionality in the Solution (some of which may require the Customer to accept new terms and conditions), (ii) make updates, modifications or amendments to the Solution and Solution Materials, and (iii) discontinue applications or functionality in the Solution. We will use reasonable efforts to notify the Customer of any material changes to the Solution and/or Solution Materials

9.2  We may modify this Agreement from time to time, in which case we will post a new version on this site and notify the Customer of the changes. Minor changes will enter into force when notified, while material changes will enter into force at the next renewal of the Agreement. The Customer's continued use of the Solution following such renewal constitutes acceptance of the changes.

10 GENERAL PROVISIONS

10.1  We may assign or novate our rights and obligations under this Agreement to another company. The Customer may only assign or novate the Customer's rights and obligations under this Agreement to another company if We agree in writing.

10.2  We may use, and share information with, subcontractors to provide the Solution to the extent necessary to fulfil Our obligations under this Agreement.