1.1 These terms of services, as they may beamended from time to time as set out herein, governthe use and provision of the Services provided by Unplex or its Affiliates to the Subscriber and forms part of the Agreement between the Parties.
1.2 Capitalised terms that are used but not defined inthis document shall have the meaningset out in the Agreement and the Order Form.
1.3 Defined terms:
“Affiliate” means a Party’sultimate parent companyand any legal entity that directly or indirectly throughone or more intermediaries is controlled by or undercommon control with the ultimateparent company. For the purposes of this definition,the term ‘control’ shall be understoodas the possession, directly or indirectly, of the power to direct or cause the directionof the management and policiesof a legal entity, whetherthrough the ownership of voting stock, by contract, or otherwise.
“Confidential Information” means as definedin Clause 7.1.1. “Disclosing Party” meansas defined in Clause 7.1.1.
“Effective Date” means the date when the Order Form is signed by duly authorised representatives of both Parties.
“Implementation Work” means the work carried out by or on behalf of Unplex pursuant to a Statement of Work (whether explicitly stated in the Statement of Work or not).
“Initial Service Term” means as definedin Clause 5.1.
“Input” means the data, software, documents, third-party services, and other content (including prompts)uploaded, accessed, stored, or submitted by any meansfor the use in the Services by or on behalf of the Subscriber.
“Intellectual Property Rights” means all intellectual or industrial property rights, including patents, trademarks, trade names,service marks, domain names, designs,utility models, copyrights, neighbour- ing rights,data base rights,confidential know-how, trade secrets, and similar rights valid againstthird parties, whetherregistered or not, and including applications and the right toapply for registration of any rights,which may be protected anywhere in the world.
“Output” means the outputgenerated and returned by the Services basedon the Input.
“Receiving Party” means as definedin Clause 7.1.1. “Renewal Term”means as defined in Clause 5.1.
“Services” means the Unplex platform, a web-based legal AI assis- tant, which comprise a cloud service accessible via a web interface through a browser and/or desktop app (or, if specifically agreed in the Order Form, APIs offered by Unplex), and any ancillary documentation, modulesor supporting services provided by Unplex and its Affiliates.
“Statement of Work” means,if executed betweenthe Parties, one or more documents appendedto the Order Form, describing the setup and integration work to be carried out by Unplexto onboard the Subscriber.
“Term” means the Initial Service Term and all Renewal Termscombined.
2.1.1 Subject to the terms and conditions of the Agreement, the Subscriber hereby subscribes to, and Unplex shall supply, the Services specified in the Order Form.
2.1.2 The Services are generally available 24/7 except for interruptions due to supportand maintenance. Unplexshall use all commercially reasonable efforts to undertake maintenance so as to cause as little disruption of the Services as possible and, in so far as it is reasonable to do so in the circumstances, provide advance notice to the Subscriber of any suspension of the Services.
2.1.3 The Subscriber is responsible for obtaining and maintaining, at its expense, the hardware, software and Internet connectivity necessary to accessand use the Services.
2.2.1 Personnel specified by the Subscriber will be provided with administrative privileges (administrators) to manage the Subscriber’s account and its end users, whereby the administrators may be able to (i) add, remove, and suspend end users’ access tothe Services, (ii) access, share, and remove stored Input, and (iii) access logging and information about end users’use of the Services.
2.2.2 If an administrator or end user is no longer authorised to use the Services, Subscriber shall promptly remove their access. The Subscriber is responsible for all administrators’ and end users’ use of the Services.
2.2.3 The Subscriber is responsible for safeguarding any access credentials related to the Services and for all acts and omissions under its account. In case of suspected or confirmed unauthorized access to or use of the Services or the Access Credentials, the Subscriber shall promptly inform Unplex.
2.2.4 The Subscriber shall assign each of its end users with an individual and specific license,which may not be shared, transferred or otherwise used by anyone else, unless specified in the Agreement.
2.3.1 The Subscriber agrees not to (i) use the Services in a way that infringes, misappropriates or violates any person’s rights, (ii) use the Services in an excessive manner (as further clarified in Clause 2.3.2) or exceed the maximum number of authorised end users set out in the Order Form, (iii) sub-licence, rent, sell, lease, distribute or otherwise transfer its right to access or use the Services or otherwise use or allow others to use the Services for the benefit of any third party (other than Affiliates), (iv) attempt to reverse engineer, decompile, reverse com-pile, disassemble, decrypt, translate or derive the source code or algorithms or review data structures of the Services or any portion thereof, except as permitted by applicable law, (v)modify, customise, port, translate, localise or create derivative works (including but not limited to creating new or extending existing tables or databases) of the Services, (vi) except as permitted through any API offered by Unplex, use any automated or programmatic method, to extract data or Output from the Services, including scraping, web harvesting, or web data extraction, (vii) gain or attempt to gain non-permitted access by any means to any Unplex computer system,network or database,(viii) access all or any part of the Services in order to build a product or service which competes with the Services, (ix) introduce or permit the introduction of, any virus or malware into Unplex’s network and information systems,
(x) file copyright or patent applications that include the Services or any portion thereof, (xi) use the Services in a manner that interferes or attempts to interfere with the proper working of the Services,and/or
(xii) use the Services to create, share or store clearly offensive or in- appropriate material.
2.3.2 Should an end-user generate(i) more than three (3) times the traffic of an average user in Unplex (measured on a weekly basis), or (ii) an amount of traffic which is clearly outside of that end user’s normal use parameters, Unplex retains the right to limit the individual end user’s access to the Services for the remainder of that specific month and notifying the Subscriber of the issue.For the avoidance of doubt, this shall not result in a permanent restriction, and is simply intended to protect the Services from of excessive usage.
2.3.3 The Subscriber isresponsible for its, and its Affiliates’ and their, ad- ministrators’ and end users’ use of the Services, and theiradherence (or failure to adhere) tothe usage restrictions.
2.3.4 If Unplexbecomes aware that the Subscriber (or an individual adminis- trator orend user) has violated this Clause 2.3, Unplex will notify Sub- scriberby email (a ‘service notice’)and request Subscriber to take im- mediateand appropriate action, including ceasing problematic usage or removing applicable Input. If notcapable of being remedied or if the Subscriber fails to complywith a service notice withinthe reason- able time periodset forth in the servicenotice, Unplex may suspend the Subscriber’s (or the individual administrator’s or end user’s) access to the Services until the requested action is taken.If the Subscriber fails totake the required action within ten (10) business days after a sus- pension on two (2) or more occasionsduring any rolling twelve (12) month period,Unplex may, withoutprejudice to its other rightsand rem- edies, terminate the Agreement immediatelyfor cause in accordance with Clause 5.2.
3.1.1 The Subscriber is solely responsible for any and all obligations with respect for the accuracy, quality and legality of the Input, as well as any third-party licenses,legal grounds, consents and permissions needed to use the Input with the Services. As between the parties, the Subscriber represents and warrants that it owns and/or has the relevant third-party licenses, legal grounds, consents and permissions to all In- put.
3.1.2 Any third-party software, services, or other products (collectively ‘third-party services’) used by the Subscriber in connection with the Services (including but not limited to such that constitute Input) are subject to their own terms and conditions, and the Subscriber is solely responsible for complying with all terms and conditions governing such third-party services.
3.1.3 Although Unplex is not responsible for any Input, Unplex may (but is not obliged to) delete any Input if Unplex can substantiate that it has reason- able grounds to believe that the Input violates this Agreement or any applicable law, or risks giving rise to an infringement claim from a third party. Before Unplex deletes any Input in accordance with this Clause 3.1.3, Unplex shall provide the Subscriber with reasonable prior notice, unless it is necessary to delete the Input prior to such notice in order for Unplex to avoid a third-party claim or other material liability or sanctions.
3.2.1 Subject to the Subscriber’s adherence to this Agreement, the Subscriber is permitted to use the Output. This means that, as between Unplex and the Subscriber,the Subscriber can use the Output for any purpose not contrary to this Agreement, including commercial purposes such as sale or publication. However,for the avoidance of doubt, the Subscriber is solely responsible for verifying that Output does not infringe upon any third-party’s rights.
3.2.2 The Subscriber acknowledges that, due to the nature of machine learnig, Output may not be unique across customers/end users, and that the Services may generate the same or similar output for Unplex or a third party. Responses that are requested by and generated for Unplex’s other customers are not considered Output hereunder.
3.2.3 Artificial intelligence and machine learning are rapidly evolving fields of study. Unplex is constantly working to improve the Services to make them more accurate,reliable, safe, and beneficial. However,given the probabilistic nature of machine learning,use of the Services may in some situations result in incorrect Output that does not accurately reflect real people, places, or facts. The Subscriber is responsible for evaluating the accuracy of any Output as appropriate for its use case, including by using human review of the Output.
3.2.4 For avoidance of doubt, and without limiting the generality of Clause 3.2.3, the Output generated through the Services shall not be viewed as legal advice,and Unplex does not warrant the Output’s legal accuracy, sufficiency, or compliance. Unplex is not a law firm, does not practice law and does not give legal advice. Hence, Unplex does not bear any legal responsibility for legal advice or information that is derived from the Output.
Subscriber will indemnify and defend Unplex against any and all third- party claims, demands, suits or proceedings (each a ‘claim’) and all related judgments, liabilities, awards, damages, costs, including reasonable attorneys’ fees and expenses,arising out of or in connection with Input and/or the use of Output, provided that Unplex (i) promptly gives the Subscriber written notice of the claim; (ii) gives Subscriber sole control of the defence and settlement of the claim (except that Subscriber may not settle any claim unless the settlement unconditionally releases Unplex of all liability, the settlement does not affect Unplex’s Intellectual Property Rights, and the Subscriber pays any settlement ees), and (iii) gives the Subscriber all reasonable assistance in connection with the defence or settlement of the claim,at the Subscriber’s expense.For avoidance of doubt, for the purposes of this Clause 3.3, a claim against Unplex shall be understood to include a claim against Unplex, Unplex’s Affiliates, and Unplex’s or its Affiliates’ officers, directors, and employees.
4.1.1 The Subscriber shall pay the fees for the Services (i) which follow from the Order Form, or, if not stated in the Order Form, (ii)charged in accordance with Unplex’s offered standard subscription plans from time to time.
4.1.2 The Subscriber’s payment of fees are neither(i) contingent on the delivery of any future functionality or features nor (ii) dependent on statements not set forth in the Agreement.
4.1.3 Unplex reserves the right to update the fees charged hereunder, applicable on the coming Renewal Term, by giving at least forty-five (45) days’ notice.
4.1.4 Termination of the Agreement will not relieve the Subscriber of its obligation to pay any fees payable for the period prior to the effective date of termination, or (unless and to the extent explicitly stated herein) give the Subscriber a right to are fund of already paid fees (other than prepaid fees for the period after the effective date of termination). If the Subscriber terminates the Agreement without cause prior to the end of the then-current term,the balance of the fees for the remainder of the term shall immediately fall due.
4.2.1 Unless otherwise stated in the Order Form, invoices are due net thirty (30) days from the invoice date.
4.2.2 If any duly invoiced amount is not received by Unplex by the due date, Unplex may (at its discretion and without limiting Unplex’s rights or remedies hereunder), (i) charge late interest equal to twelve (12) per cent on the overdue amounts, (ii) suspend the Subscriber’s access to the Services, until the overdue amounts are paid in full, provided that Unplex has given at least ten (10) business days’prior notice of such suspension and payment of the defaulted amount has not been received by Unplex within such period. In case of repeated payment delays by the Subscriber, Unplex may also condition future subscription renewals and service orders on shorter payment terms.
4.2.3 Unless explicitly stated in the Order Form, the fees do not include VAT or any other taxes, levies, duties, or similar governmental charges of any nature, (collectively ‘taxes’). The Subscriber is responsible for paying all taxes associated with the Agreement. If Unplex is obligated by law to pay or collect taxes for which Subscriber is responsible, Unplex will invoice Subscriber and Subscriber will pay that amount. Subscriber will provide Unplex any information Unplex reasonably requests to determine whether Unplex is obligated to collect taxes.
The Agreement is valid from the earlier of (i) the Effective Date, and (ii) the date when the Subscriber starts using the Services, and shall remain in force during the initial period set out in the Order Form (the ”Initial Service Term”). Unless terminated by Unplex with no less than ninety (90) days written notice, or by Subscriber with no less than thirty(30) days written notice, both counting before the expiry of the Initial Service Term, the Agreement shall be automatically prolonged for an additional subscription period (”Renewal Term”),equivalent to the length of the Initial Service Term (each renewal), until terminated by Unplex with no less than ninety (90) days written notice,or by Subscriber with no less than thirty (30) days written notice, both counting before the expiry of then current Renewal Term. Any termination of this Agreement shall be made in writing. For online subscription plans without a signed Order Form, the Subscriber may terminate the Agreement at any time prior to the last day of the then-current subscription term to prevent automatic renewal.
In addition to any termination rights stated else wherein the Agreement, a Party may terminate the Agreement for cause (i) upon thirty (30)days written notice to the other Party of a material breach if the breach remains uncured at the expiration of the notice period,(ii) if the other Party becomes the subject of a proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors to the extent permitted by applicable laws or governmental regulations,or (iii) if the other Party goes out of business, or ceases its operations.
5.3.1 Upon termination of the Agreement, howsoever occasioned, (i) the licenses under Clause 8.2 shall terminate (except to the extent for the duration needed to allow Unplex to assist the Subscriber with data retrieval under Clause 5.3.2), and (ii) all outstanding fees shall be due and payable.
5.3.2 In connection with termination of the Agreement or otherwise during the Term, Unplex undertakes to, on the Subscriber’s reasonable request and at the Subscriber’s reasonable expense (unless applicable law provides otherwise), assist the Subscriber in retrieving any Input store din the Services (if any) in a standard machine-readable format. In addition, unless otherwise required under applicable law, both Parties shall promptly return or, if so instructed by the other Party, destroy, any Confidential Information of the other Party. Upon Subscriber’s written request, Unplex shall delete any Input stored in the Services (if any) in a manner rendering it impossible to recreate.
5.3.3 The provisions herein that by their nature are intended to survive the expiration or termination of this Agreement shall so survive to the extent necessary to the intended preservation of the Parties’rights and obligations. It is noted that the confidentiality undertakings in Clause 7.2 shall survive for the longer of (i) five(5) years counting from the termination hereof, (ii), in relation to any Confidential Information which comprise Intellectual Property Rights, the term of protection for the Intellectual Property Right, and (iii) in relation to any Confidential Information which comprise information covered by statutory and/or bar association rules on confidentiality, the time period required under applicable law/bar association rules (which, the Parties acknowledge, may be eternal or at least one hundred(100) years).
6.1.1 Unplex warrants during the Term, (i) that the Services will perform materially in accordance with the Agreement, and be performed in a professional manner, in accordance with generally accepted industry standards,(ii) that the information security measures which follow from Clause 7.3 will not be materially decreased, and (iii) that Unplex will not materially decrease the overall functionality of Unplex Platform. However, Unplex does not warrant that the Services will be uninterrupted, accurate or error free.
6.1.2 Notwithstanding Clause 6.1.1, Unplex shall always be entitled to adjust the Services so as to ensure compliance with applicable law address any security issue, or remove the risk of infringement of third party Intellectual Property Rights.
6.1.3 Except in case of gross negligence or wilful misconduct by Unplex, the Subscriber’s sole and exclusive remedies for a breach of Clause 6.1.1 shall be to (i) request a remedy of the breach,and (ii) if remedial action is not taken or possible and the breach is material, exercise its termination rights in accordance with Clause 5.2.
6.2.1 Unplex warrants that any Implementation Work specified in the Agreement will be performed in a professional manner, in accordance with generally accepted industry standards.
6.2.2 Except in case of gross negligence or willful misconduct by Unplex, the Subscriber’s sole and exclusive remedies for a breach of Clause 6.2.1 shall be to (i) request a remedy of the breach by way of re-performance of the Implementation Work by Unplex or, (ii), if re-performance is not possible or would cause material inconvenience for the Subscriber, request reasonable refund/reduction of fees for Implementation Work proportionate to the breach and its impact on the Subscriber, and (iii) if remedial action is not taken or possible and the breach is material, exercise its termination rights in in relation to the Implementation Work in accordance with Clause 5.2.
6.3.1 Neither Party shall be liable under the Agreement for any lost profits, lost opportunities, or indirect, special,incidental, or consequential damages or any other indirect damage or loss, even if advised of the possibility of such damages.
6.3.2 A Party’s aggregate liability under the Agreement shall not exceed the total fees paid or payable by the Subscriber in the twelve (12) months prior to the event that gave rise to the claim.
6.3.3 The limitations set out in Clause 6.3.1 and 6.3.2 shall not apply(i) to the extent contrary to applicable law, (ii) in relation to the Subscriber’s obligation to pay fees hereunder, (iii) to claims under Clause 3.3 (Input and Output indemnity), (iv) in relation to claims due to a Party’s breach of Clause 7.2.1 (confidentiality undertaking), or (v) in relation to claims due to a Party’s willful misconduct, gross negligence or fraudulent behaviour.
6.3.4 Notwithstanding Clause 6.3.3(iv), the limitations to a Party’s liability set out in Clause 6.3.1 and 6.3.2 shall nevertheless apply where a breach occurs through (i) the acts of an external threat actor, despite a Party having fulfilled its obligations set out in Clause 7.3, or (ii) through the acts or omissions of a provider of a generative/base AI model used by the Unplex AI platform.
6.3.5 To be valid, any claims for damages shall be notified to the other Party no later than twelve(12) months from the time the event giving rise to the claim occurred,however, never later than six (6) months from the expiration or termination of the Agreement.
6.3.6 Unplex acknowledges that the Services may be used by the Subscriber’s Affiliates, if this is set out in the applicable Order Form. The Subscriber is liable for its Affiliates use of the Services as for its own. In addition, Unplex’s liability under the Agreement will remain unaffected regardless of whether Subscriber’s Affiliates use the Services,and Unplex shall have no obligation or liability in relation to any such Affiliate.
6.3.7 The Services may contain links to websites or resources of third parties, and connect to databases, legal research platforms, information storages and similar resources (collectively ‘third-party content’). Unplex does not endorse and is not responsible or liable for the accuracy,availability, content, products,services, or anything else as it pertains to third-party content.
6.3.8 The Subscriber is solely responsible to ensure that any use of the Services (including Output) is in compliance with applicable export control legislation and trade sanctions.
7.1.1 “Confidential Information” means all information disclosed by a Party (”Disclosing Party”) to the other Party (”Receiving Party”), whether orally or in writing, (i) that is designated as confidential or, given the nature of the information and the circumstances of disclosure, should be understood to be confidential, (ii) Input and Output, (iii) the Services, (iv) the terms and conditions of the Agreement, including pricing, and (iv) any business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by each Party in connection with the Agreement.
7.1.2 Notwithstanding Clause 7.1.1, Confidential Information does not include information that: (i) is at the time of disclosure, or later becomes,generally known to the public through no fault of Receiving Party;(ii) was known to the Receiving Party with no obligation of confidentiality prior to disclosure by Disclosing Party,as proven by records of Receiving Party; (iii) is rightfully disclosed to Receiving Party by a third party who did not directly or indirectly obtain the information subject to any confidentiality obligations, or (iv) is at any time independently developed by Receiving Party without the use of Disclosing Party’s Confidential Information as proven by records of Receiving Party.
7.2.1 The Receiving Party shall keep the Disclosing Party’s Confidential Information confidential during the Term and the subsequent period which follows from Clause 5.3.3, and not use Confidential Information for any purpose outside the scope of the Agreement.
7.2.2 In this context,the Subscriber acknowledges that, as an integral part of the Services, Input will be submitted to, and Output will be received from, the providers of generative/base AI models used by the Unplex AI platform from time to time (in accordance with their terms and conditions). Also, for the avoidance of doubt, the Receiving Party is permitted to disclose Confidential Information to those of its employees, directors, attorneys, agents, subcontractors, and consultants who (i) need to know the Confidential Information in connection with the purpose,execution and contract management of the Agreement, and (ii) are bound by confidentiality obligations (either through agreement or under law) no less stringent than those in the Agreement.
7.2.3 The Receiving Party is also permitted to disclose Confidential Information if compelled by applicable law or a binding decision or order by any authority, regulator, governmental body or court of competent jurisdiction. If the Receiving Party becomes subject to a compelled disclosure proceeding which concerns Confidential Information, it shall, to the extent not prevented by law, (i) provide the Disclosing Party with notice of the proceeding and compelled disclosure, (ii) if the Disclosing Party is an entity subject to statutory and/or bar association rules on confidentiality in relation to client/customer matters (e.g. a bank, financial institution, law firm, etc.), inform the relevant court/authority and intended recipient(s) of this, and (iii) if Disclosing Party wishes to contest the compelled disclosure, at the Disclosing Party’s cost, provide the Disclosing Party with reasonable assistance.
7.3.1 Each Party shall safeguard all Confidential Information of the other Party with at least the same degree of care (but no less than reasonable care) as it uses to safeguard its own confidential information. Each Party must implement reasonable and appropriate measures designed to help secure access to and use of the Confidential Information.
7.3.2 Unplex is in the process of being ISO 270001 certified. Unplex will also adhere to its information security policy, as set out on www.unplex.ai/legal. If either Party discover any vulnerabilities or breaches related to the use of the Services, the Party must promptly contact the other Party and provide reasonable details of the vulnerability or breach.
8.1.1 Unplex and its Affiliates or licensors own all rights,title, and interest in and to the Services,including but not limited to all Intellectual Property Rights included therein,as well as modifications, updates and upgrades thereof.Nothing in this Agreement shall be considered a transfer or license to those rights, except as explicitly stated herein.
8.1.2 However, for the avoidance of doubt, the Subscriber, its Affiliates and/or licensors, as the case may be, retains full ownership of its Input (and any Input which is included in Output), as well as any modifications or configurations of account settings made by or on behalf of the Subscriber,e.g. user-created workflows, playbooks or prompt templates.
8.1.3 Unplex reserves the right, in its sole discretion, at any time to make improvements,additions, modifications (including, subject to Clause 6.1.1, removing features), and to correct any errors or defects in the Services, notwithstanding that such measures may temporarily impair the Subscriber’s access to or use of the Services.
8.2.1 Subject to the Subscriber’s and its Affiliates’ adherence to this Agreement,Unplex grants the Subscriber a limited, non-exclusive, non-transferable,non-sublicensable (except to Affiliates), fully revocable license for the Term,in the jurisdictions supported by Unplex and for the number of individual users stated in the Order Form,to access and use the Services specified in the Order Form for the Subscriber’s and its Affiliates’internal business operations.
8.2.2 Subject to the Subscriber’s and its Affiliates’ adherence to this Agreement,Unplex grants the Subscriber a perpetual, non-exclusive, non-transferable,non-sublicensable (except to Affiliates), royalty-free license, in the jurisdictions supported by Unplex, to use any deliverables developed by Unplex for the Subscriber and delivered by Unplex to Subscriber in connection with Implementation Work,for the Subscriber’s and its Affiliates’ internal business operations. Aside from the Subscriber’s Intellectual Property Rights described in any applicable Statements of Work and included in the deliverables, Unplex shall retain all ownership rights to the deliverables.
8.2.3 The Subscriber grants Unplex a limited, non-exclusive, non-transferable, non-sublicensable (except to Affiliates), fully revocable license for the Term to use, store, copy, transmit, and display the Input for the provision of the Services in accordance with the Agreement. Except for the aforesaid license,the Subscriber reserves all right, title,and interest in and to the Input.
8.3.1 Feedback,comments, ideas, proposals, and suggestions for improvements (collectively ‘feedback’) from the Subscriber (including its administrators and end users) is encouraged by Unplex. It is noted that Unplex may use feedback without restriction or paying compensation, and that any Intellectual Property Rights resulting there from shall vest exclusively in Unplex.
8.3.2 Furthermore, Unplex may collect and analyse aggregated and anonymised usage data derived from the Subscriber’s use of the Services to improve the performance, functionality, and overall user experience of the Services,provided that such data cannot be linked back to the Subscriber or identify any Confidential Information. However, for the avoidance of doubt, Unplex does not access or analyse Input or Output, and will not use Input or Output to train generative/base AI models, unless agreed upon separately in writing (e.g. for fine tuning).
9.1 When providing the Services to the Subscriber, Unplexwill, in the capacity of data processor, process personal data on behalf of theSubscriber in accordance with the Data Processing Agreement entered intobetween the Parties.
9.2 Unplex will also process personal data for its own purposes, in the capacity of data controller, as described in Unplex’s Privacy Notice.
9.3 Lastly, the Parties are of the joint opinion that any personal data which may be processed as a result from the access to or utilisation of a generative/base AI model is processed by the provider of that generative/base AI model in its capacity as a controller (similar to an internet search engine operator being the controller of its processing).
This Agreement does not create a partnership, joint venture, or agency relationship between the Parties or their respective Affiliates. The Parties are independent from each other,and neither Party will have the power to bind the other or to incur obligations on the other’s behalf without the other Party’s prior written consent.
Except as otherwise specified in the Agreement, all notices, permissions, and approvals shall be in writing and shall be deemed to have been given upon (i) personal delivery;(ii) the second business day after mailing; or (iii) the day of sending by email. Notices of termination of the Agreement shall be addressed to legal@unplex.ai and Unplex’s account manager. All other notices under the Agreement shall be provided to the Parties’ respective contact person as specified in the Order Form.
No failure or delay by either Party in exercising any right under the Agreement will constitute a waiver of that right. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof,but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. No waiver by any Party of any term or condition of this Agreement, in any one or more instances,shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement.
In the event any provision of this Agreement is wholly or partly invalid,the validity of this Agreement as a whole shall not be affected and the remaining provisions of this Agreement shall remain valid. To the extent that such invalidity materially affects a Party’s benefit from, or performance under, this Agreement, it shall be reasonably amended.
Neither Party may assign any of its rights or obligations under the Agreement, whether by operation of law or otherwise, without the other Party’s prior written consent (not to be unreasonably withheld) provided, however, either Party may assign the Agreement in its entirety, without the other party’s consent (i) to its Affiliate or (ii) in connection with a merger, acquisition,corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the immediately preceding sentence, if a Party is acquired by, sells all or substantially all assets to, or undergoes a change of control in favour of, a direct competitor of the other Party, then such other Party may, but is not required to, terminate the Agreement upon written notice.
Unplex may, subject to Clause 7 and, in relation to the processing of personal data, the Data Processing Agreement entered into between the Parties, use subcontractors for the provision of the Services. Unplex shall be liable for its subcontractors actions and omissions as for its own, and remain the Subscribers sole point of contact in relation to the Services. Upon request, Unplex shall provide Subscriber of a list of all subcontractors in possession of or which has access to the Subscriber’s Confidential Information.
The Subscriber grants Unplex the right to use the Subscriber’s company logos, company name(s), trademarks, and user quotes as reference material for marketing and public relations material, thereby identifying Subscriber as an Unplex customer. Upon the Subscriber’s written request, Unplex shall immediately cease any such use as instructed by the Subscriber.
10.8.1 Except for payment obligations under the Agreement, neither Party will be liable for failure to perform, or inadequate performance, under the Agreement if this is caused by a condition beyond the reasonable control of the Party in question, and which substantially affects the performance of that Party or its subcontractors. This includes: natural disasters, epidemics or pandemics, acts of war or terrorism, riots or civil unrest, labour conditions such as boycotts, strikes or lockouts, government action, telecommunications disruption, internet service provider failure or delay, or widespread internet disturbance, or disruption of power or other essential services.
10.8.2 A Party claiming that circumstances described in Clause 10.8.1 prevents it from performing in accordance with the Agreement shall use commercially reasonable efforts to overcome and mitigate the effects of such circumstances.
10.8.3 If the performance of the Services in substantial respects is prevented for a period exceeding one (1) month due to a circumstance stated in Clause 10.8.1, either Party shall have the right to terminate the Agreement in writing, without incurring any liability for compensation.
The Agreement set forth and constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and all prior agreements, understanding, promises and representations, whether written or oral, with respect thereto are superseded hereby. For the avoidance of doubt, any term or condition stated in a Subscriber purchase order or other Subscriber order documents (excluding the Order Form)is void.
Unplex may amend these terms of services (and the resulting End User Terms) from time to time. Any and all amendments to these terms of services will be posted at www.unplex.ai/legal and indicate the date they were last updated. Amendments will become effective thirty (30) days after posting,or such later date stated by Unplex. If an amendment materially adversely affects the Subscriber’s rights or obligations then the Subscriber may terminate the Agreement without penalty upon notice to Unplex no later than five (5) days prior to the effective date of the revised general terms and conditions. The Subscriber shall be deemed to have accepted and agreed to be bound by any amendments to the terms of service if the Subscriber uses the Service after the effective date of those amendments.
11.1 The Agreement shallbe governed by the substantive law of Switzerland.
11.2 The place of jurisdiction for all disputes arising out of or in connection withthisagreement shall be Zurich, Switzerland. The parties agree that the courts of Zurich shall have exclusive jurisdiction over any such disputes.