TERMS OF SERVICE & WEBSITE TERMS

Version 1.2, 4th September 2023

VERSED AI TERMS OF SERVICE

Terms and Conditions between Supplier and Customer

V1.2

CONTENTS

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Terms and Conditions

BACKGROUND                                                                                                              2

Agreed terms                                                                                                                   2

1. Interpretation                                                                                                               2

2. Licence                                                                                                                        5

3. Supplier Obligations                                                                                                    6

4. Data protection                                                                                                            7

5. Customer's obligations                                                                                                7

6. Payment Terms                                                                                                           8

7. Proprietary rights                                                                                                         9

8. Confidentiality                                                                                                              9

9. Indemnity                                                                                                                   12

10. Limitation of liability                                                                                                 13

11. Term and termination                                                                                              13

12. Force majeure                                                                                                         16

13. Conflict                                                                                                                    16

14. Variation                                                                                                                  16

15. Waiver                                                                                                                     16

16. Rights and remedies                                                                                               16

17. Severance                                                                                                               16

18. Entire agreement                                                                                                    17

19. Assignment                                                                                                             17

20. No partnership or agency                                                                                       17

21. Third party rights                                                                                                     17

22. Counterparts                                                                                                           17

23. Notices                                                                                                                    18

24. Governing law                                                                                                         18

25. Jurisdiction                                                                                                              18

Schedule 1                                                                                                                   19

1. Licence Term                                                                                                            19

2. Fee                                                                                                                            19


These are the standard terms of service applicable to all Versed AI customers accessing Versed AI data through self-service via the website, API portal, online marketplaces or any other digital distribution channels.

This Versed AI Terms of Service (“Agreement”) is entered into by and between Versed AI Ltd incorporated and registered in England and Wales with company number 12337957 whose registered office is at 44 Turneville Road, London, England, W14 9PS (“Supplier”) and the entity or person placing an Order for or accessing the Service (“Customer” or “you”). This Agreement consists of the terms and conditions set forth below and any Orders. If you are accessing or using the Service on behalf of your company, you represent that you are authorised to accept this Agreement on behalf of your company, and all references to “you” reference your company.

The Effective Date of this Agreement is the date of Customer’s initial access to the Service through any online provisioning, registration or order process

This Agreement will govern Customer’s initial purchase on the Effective Date as well as any future purchases made by Customer that reference this Agreement. Supplier may modify this Agreement from time to time as permitted in clause 14.

By indicating your acceptance of this Agreement or accessing or using the Service, you are agreeing to be bound by the terms and conditions of this Agreement. Each party expressly agrees that this Agreement is legally binding upon it.

1.              BACKGROUND
(A)             The Supplier has developed a set of products providing supply chain mapping Services and Data to the Customer.

(B)             The Customer wishes to use the Supplier's Service and/or Data in its business operations.

(C)             The Supplier has agreed to provide and the Customer has agreed to take and pay for the Supplier's Service and/or Data, subject to the terms and conditions of this agreement.

2.              Agreed terms
1.              Interpretation
1.1            The definitions and rules of interpretation in this clause apply in this agreement.

(a)             Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services, Data and the Documentation, in line with this Agreement.

(b)             Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

(c)             Change of Control: the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be interpreted accordingly.

(d)             Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 8.1.

(e)             Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.

(f)               Data: any information, statistics, metrics, analysis and any other form of data provided to the Customer by the Supplier as part of the fulfilment of the Supplier’s obligations as agreed between the parties.

(g)             Documentation: the document made available to the Customer by the Supplier from time to time which sets out a description of the Services and the user instructions for the Services.

(h)             Effective Date: the date of this agreement.

(i)               Fee: payments due from the Customer to the Supplier.

(j)               Initial Licence Term: the initial term of this agreement as set out in Schedule 1.

(k)             Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.

(l)               Order: defined scope of work for Services and Data notified on the Supplier website from time to time

(m)           Payment Method: method of payment outlined in clause 6.2

(n)             Payment Terms: conditions of payment, outlined in clause 6

(o)             Permitted Uses: list of uses for which the Customer is permitted to use the Service and Data provided by the Supplier, as set out in clause 2.2

(p)             Renewal Period: the period described in 11.3 and 11.4.

(q)             Services: the licenced services provided by the Supplier to the Customer under this agreement

(i)                                                          API: the Application Programming Interface enabling Customer to access the Data

(ii)                                                         Software: the online interface enabling the Customer to view the Data and derived insights

(iii)                                                        Data Delivery: tools for the secure provision and sharing of the data specific examples of which include but are not limited to; secure CSV transfer, AWS S3, Snowflake, DataBricks

(iv)                                                       Support: access to Supplier resources for technical and product support.

(r)              Term: has the meaning given in clause 11.1 (being the Initial Term together with any subsequent Renewal Periods).

(s)             Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

(t)               Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.

1.2            Clause, schedules and headings shall not affect the interpretation of this agreement.

1.3            A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.

1.4            A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5            Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6            Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.7            A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.

1.8            A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.

1.9            A reference to writing or written excludes fax but not email.

1.10        References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.

2.              Licence
2.1            Licence Grant. Subject to and conditioned on the Customer paying the Fee as outlined in clause 6 and in accordance with the restrictions set out in this and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, revocable, term limited, non-transferable right and licence, without the right to grant sublicences, to permit the Customer to use the Data for the Permitted Uses only.

2.2            Permitted Uses:

(a)             the Customer may, access the Services and store the Data for the duration of the Term,

(b)             the Customer may only use the Data and Services solely for the Customer’s internal business operations,  

2.3            Use restrictions: the Customer may not at any time, directly or indirectly:

(a)             except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:

(i)                                                          attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation in any form or media or by any means; or

(ii)                                                         attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise re-identify the Data by using any method; or

(b)             attempt to obtain, or assist third parties in obtaining, access to the Data or Services, other than as provided under this Agreement.

(c)             sell, sublicense, assign, distribute, publish, transfer, disclose or otherwise make available the Data or Services in its current form or substantially similar form,

(d)             use the Data or Services to provide services to third parties,

(e)             permit users of any product or service that incorporates the Data to download or export material portions of the Data (where “material portions” means a set of data that could be marketed independently, or reverse-engineered to discover any portion of the Data),

(f)               use the Data or Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law,

(g)             access all or any part of the Data or Services in order to build a product or service which competes with the Supplier’s Product or Services,

(h)             authorise another user to use the Data or Services for any commercial, resale, distribution or other purpose

2.4            If accessing the Data through Versed AI’s API, in addition to the above provisions, the Customer also shall not:

(a)             implement any measure that might avoid or circumvent Versed AI’s API usage limitations or interfere with the accuracy of reporting;

(b)             attempt to circumvent any API limits, including, but not limited to, mass-registration of applications; or

(c)             append materials or content to API requests or queries, unless approved in advance by Versed AI).

2.5            The Customer shall not use the Service or Data in a way which:

(a)             is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b)             facilitates illegal activity;

(c)             depicts sexually explicit images;

(d)             promotes unlawful violence;

(e)             is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(f)               is otherwise illegal or causes damage or injury to any person or property;

and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause 2.

2.6            The Customer shall use all reasonable endeavours to prevent any unauthorised access to, use of, duplication or disclosure of, the Data or Services and, in the event of any such unauthorised access or use, promptly notify the Supplier.

2.7            The rights provided under this Agreement are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

3.              Supplier Obligations
3.1            The Supplier shall, during the Term, provide the Services to the Customer as defined below, subject to the terms of this agreement.

3.2            The Supplier shall use commercially reasonable endeavours to make the Services and Data available at the date agreed with the Customer, subject to scheduled maintenance periods.

3.3            This agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

3.4            The Supplier will, as part of the Services and at no additional cost to the Customer provide the Customer with the Supplier's standard customer support services during Normal Business Hours in accordance with the Supplier's Support Services Policy in effect at the time that the Services are provided.  The Supplier may amend the Support Services Policy in its sole and absolute discretion from time to time.  The Customer may purchase enhanced support services separately at the Supplier's then current rates.

3.5            The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.

4.              Data protection
4.1            The Supplier acknowledges that Customer data may be processed in connection with the Services under this Agreement. For the purpose of such processing, the Supplier will follow its Privacy Policy which can be found at the following page:

https://www.versed.ai/privacy-policy/

5.              Customer's obligations
5.1            The Customer shall:

(a)             provide the Supplier with:

(i)                                                          all necessary cooperation in relation to this agreement; and

(ii)                                                         all necessary access to such information as may be required by the Supplier;

in order to provide the Service and Data, including but not limited to Customer Data and security access information.

(b)             delete and no longer use all or any of the Data provided to it during the Term, or any copies of it, on expiry of the licence Term;

(c)             without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;

(d)             carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;

(e)             obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement;

(f)               be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

5.2            The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data  For the avoidance of doubt the Customer does not own insights derived from the Customer Data

6.              Payment Terms
6.1            The Customer shall pay the Supplier:

(a)             the Fee, and

(b)             all other amounts payable to the Supplier under this Agreement,

(c)             without set-off or delay using the Payment Method in accordance with the Payment Terms.

6.2            Payment Method. The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:

(a)             its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card:

(i)                                                          on the Effective Date for the Fee payable in respect of the Initial Term; and

(ii)                                                         subject to clause 11, on each anniversary of the Effective Date for the Fee payable in respect of the next Renewal Period;

(b)             its approved purchase order information to the Supplier, the Supplier shall invoice the Customer:

(i)                                                          on the Effective Date for the Fee payable in respect of the Initial Term; and

(ii)                                                         subject to clause 11, at each anniversary of the Effective Date for the Fee payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice.

6.3            If the Supplier has not received payment within 30 days after the due date, or the payment has not been made in accordance with the Payment Terms, and without prejudice to any other rights and remedies of the Supplier:

(a)             the Supplier may, without liability to the Customer, immediately cease providing the Service and Data to the Customer and the Supplier shall be under no obligation to provide any or all of the Services or Data while the invoice(s) concerned remain unpaid; and

(b)             interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of the Supplier's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgement.

(c)             the Supplier may engage debt collection services and/or commence legal proceedings in relation to any such amounts.

6.4            All amounts and fees stated or referred to in this agreement:

(a)             shall be payable in pounds sterling;

(b)             are, subject to 10.3(b), non-cancellable and non-refundable;

(c)             are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate if applicable.

7.              Proprietary rights
7.1            The Customer acknowledges and agrees that the Supplier owns all right, title and interest, including intellectual property rights, in and to the Services and Data. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Data.

7.2            The Customer further acknowledges that any Data provided by the Supplier, including Data provided in response to a query made to the Supplier’s API, constitutes trade secrets of the Supplier.

7.3            If the Customer contests any of the Supplier’s right, title or interest in or to the Data, including without limitation, in a judicial proceeding anywhere throughout the world:

(a)             Supplier may terminate this Agreement without advanced notice to Customer or an opportunity for Customer to cure and without further obligation or liability; and

(b)             Customer acknowledges and agrees that it will be in material breach under this Agreement.

7.4             Data attributions are made available to the Customer at docs.versed.ai.

8.              Confidentiality
8.1            Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party's Representatives whether before or after the date of this agreement in connection with the provision of Services and Data by the Supplier to the Customer, including but not limited to:

(a)             the terms of this agreement or any agreement entered into in connection with this agreement;

(b)             any information that would be regarded as confidential by a reasonable business person relating to:

(i)                                                          the business, assets, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and

(ii)                                                         the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs);

(c)             any information developed by the parties in the course of carrying out this agreement and the parties agree that:

(i)                                                          details of the Services, and the results of any performance tests of the Services, shall constitute Supplier Confidential Information; and

(ii)                                                         Customer Data shall constitute Customer Confidential Information;

Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.

8.2            The provisions of this clause shall not apply to any Confidential Information that:

(a)             is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause 8);

(b)             was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;

(c)             was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or

(d)             the parties agree in writing is not confidential or may be disclosed; or

(e)             is developed by or for the receiving party independently of the information disclosed by the disclosing party.

8.3            Each party shall keep the other party's Confidential Information secret and confidential and shall not:

(a)             use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this agreement; or

(b)             disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause.

8.4            A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

(a)             it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and

(b)             at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause.

8.5            A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 8.5, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

8.6            A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.

8.7            Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this agreement are granted to the other party, or to be implied from this agreement.

8.8            On termination of this agreement, each party shall:

(a)             destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information;

(b)             erase all the other party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and

(c)             certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient party, subject to clause 13 (Termination).

8.9            No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

8.10        Except as expressly stated in this agreement, no party makes any express or implied warranty or representation concerning its Confidential Information.

8.11        The above provisions of this clause 8 shall continue to apply after termination or expiry of this agreement.

9.              Indemnity
9.1            The Customer shall, indemnify, hold harmless and, at the Supplier’s option, defend the Supplier from and against any and all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services or Data, provided that:

(a)             the Customer is given prompt notice of any such claim;

(b)             the Supplier provides reasonable cooperation to the Customer in the defence and settlement of such claim, at the Customer's expense; and

(c)             the Customer is given sole authority to defend or settle the claim.

9.2            The Supplier shall defend the Customer, its officers, directors and employees against any claim that the Customer's use of the Data and Services in accordance with this agreement infringes any patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgement or settlement of such claims, provided that:

(a)             the Supplier is given prompt notice of any such claim;

(b)             the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and

(c)             the Supplier is given sole authority to defend or settle the claim.

9.3            In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Services or Data, replace or modify the Services or Data so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 7 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

9.4            In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

(a)             a modification of the Services or Data by anyone other than the Supplier; or

(b)             the Customer's use of the Services, Data or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or

(c)             the Customer's use of the Services, Data or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.

9.5            The foregoing states the Customer's sole and exclusive rights and remedies, and the Supplier's (including the Supplier's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

10.          Limitation of liability
10.1        Except as expressly and specifically provided in this agreement:

(a)             the Customer assumes sole responsibility for results obtained from the use of the Services and Data by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any errors, omissions or any damage, loss, expenses incurred or action taken by the caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services or Data, or any actions taken by the Supplier at the Customer's direction;

(b)             all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and

(c)             the Services and Data is provided to the Customer on an "as is" basis.

10.2        Nothing in this agreement excludes the liability of the Supplier:

(a)             for death or personal injury caused by the Supplier's negligence; or

(b)             for fraud or fraudulent misrepresentation.

10.3        Subject to 10.1 and 10.2:

(a)             the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and

(b)             the Supplier's total aggregate liability in contract (including in respect of the indemnity at 10.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Fee paid by the Customer during the 12 months immediately preceding the date on which the claim arose.

10.4        Nothing in this agreement excludes the liability of the Customer for any breach, infringement or misappropriation of the Supplier’s Intellectual Property Rights”.

11.          Term and termination
11.1        This agreement shall, unless otherwise terminated as provided in this clause 11, commence on the Effective Date and shall continue for a period of 12 months.

11.2        Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

(a)             the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

(b)             the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified to do so;

(c)             the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986;

(d)             the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(e)             the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

(f)               a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(g)             an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);

(h)             the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;

(i)               a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(j)               a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;

(k)             any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in 11.2(c) to clause 11.2(j) (inclusive);

(l)               the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

(m)           the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or

(n)             there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).

11.3        Automatic Renewal. Either party may terminate this Agreement by serving a notice not to renew, not less than 30 days prior to the end of the Initial Term.

11.4        Where no such notice as stated in 11.3 is given:

(a)             this Agreement shall automatically renew, on the same terms, subject to a 10% increase in the Fee payable to the Supplier.

(b)             the renewed Agreement shall be effective immediately upon the end of the Initial Term and Schedule 1 shall be deemed to have been amended accordingly..

(c)             the renewed Agreement shall be effective for a period of 12 months following the end of the Initial Term. This is the Renewal Period.

11.5        On termination of this agreement for any reason:

(a)             all licences granted under this agreement shall immediately terminate

(b)             the Customer shall:

(i)               immediately cease all use of and delete all Data and all copies of the Data;

(ii)              certify to the Supplier in writing that the Data has been deleted;

(iii)             pay all the Fee for all Service completed and/or Data provided.

(c)             Supplier shall:

(i)               immediately stop supplying further Services, Data or any other service as agreed;

(ii)              may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and

(d)             any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

11.6        No expiration or termination will affect the Customer’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle the Customer to any refund.

11.7        This clause will survive the termination or expiry of this Agreement.

12.          Force majeure
12.1        Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 30 days, the party not affected may terminate this agreement by giving 15 days' written notice to the affected party.

13.          Conflict
13.1        If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail.

14.          Variation
14.1        The Supplier reserves the right to modify, alter, update or remove portions of these Terms and Conditions.

15.          Waiver
15.1        A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

15.2        A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

16.          Rights and remedies
16.1        Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

17.          Severance
17.1        If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, in any jurisdiction, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

17.2        If any provision or part-provision of this agreement is deemed deleted under 17.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

18.          Entire agreement
18.1        This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

18.2        Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

18.3        Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.

18.4        Nothing in this clause shall limit or exclude any liability for fraud.

19.          Assignment
19.1        Neither party shall, without the prior written consent of the other party, assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

20.          No partnership or agency
20.1        Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

21.          Third party rights
21.1        This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

22.          Counterparts
22.1        This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

22.2        Transmission of an executed counterpart of this agreement (but for the avoidance of doubt not just a signature page) shall take effect as the transmission of an executed "wet-ink" counterpart of this agreement. If this method of transmission is adopted, without prejudice to the validity of the agreement thus made, each party shall on request provide the other with the "wet ink" hard copy original[s] of their counterpart.

22.3        No counterpart shall be effective until each party has provided to the other at least one executed counterpart.

23.          Notices
23.1        Any notice given to a party under or in connection with this agreement shall be in writing in English and shall be:

(a)             delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company); or

(b)             sent by email to the following addresses (or an address substituted in writing by the party to be served):

(i)                                                          Supplier: legal@versed.ai.

(ii)                                                         Customer: email provided at registration or other email as notified to Supplier.

23.2        A Notice is effective only when it has been received.

23.3        Any notice shall be deemed to have been received:

(a)             if delivered by hand, at the time the notice is left at the proper address;

(b)             if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(c)             if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

23.4        Refusal to accept Notice shall be deemed receipt.

23.5        This clause 23 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

23.6        This clause 23 will survive the termination or expiry of this Agreement.

24.          Governing law
24.1        This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.

25.          Jurisdiction
25.1        Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).


Schedule 1   
1.              Licence Term
The Licence Term shall commence on Effective Date and continue unless terminated in accordance with 11.3.

 

2.              Fee
The Fee for the above stated Licence Term shall be the amount selected in the Order on the Supplier website at www.versed.ai or the order selected on any other digital distribution channel, including, but not limited to, API portals and online marketplaces.

VERSED AI WEBSITE TERMS 

TABLE OF CONTENTS
25. DATA ATTRIBUTIONS

1. AGREEMENT TO TERMS
These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Versed AI Ltd, doing business as Versed AI ("Versed AI," “we," “us," or “our”), concerning your access to and use of the versed.ai website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). We are registered in England and have our registered office at 44 Turneville Road, London, London W14 9PS. Our VAT number is 362 8239 83. You agree that by accessing the Site, you have read, understood, and agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use from time to time. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable Terms every time you use our Site so that you understand which Terms apply. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.
The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
The Site is not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use this Site. You may not use the Site in a way that would violate the Gramm-Leach-Bliley Act (GLBA).
All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Site. If you are a minor, you must have your parent or guardian read and agree to these Terms of Use prior to you using the Site.
2. INTELLECTUAL PROPERTY RIGHTS
Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.
3. USER REPRESENTATIONS
By using the Site, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Use; (4) you are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use the Site; (5) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; (6) you will not use the Site for any illegal or unauthorized purpose; and (7) your use of the Site will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).
4. USER REGISTRATION  
You may be required to register with the Site. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
5. PROHIBITED ACTIVITIES
You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a user of the Site, you agree not to:
  • Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
  • Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
  • Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
  • Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
  • Use any information obtained from the Site in order to harass, abuse, or harm another person.
  • Make improper use of our support services or submit false reports of abuse or misconduct.
  • Use the Site in a manner inconsistent with any applicable laws or regulations.
  • Engage in unauthorized framing of or linking to the Site.
  • Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
  • Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
  • Delete the copyright or other proprietary rights notice from any Content.
  • Attempt to impersonate another user or person or use the username of another user.
  • Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
  • Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
  • Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
  • Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
  • Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
  • Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
  • Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
  • Use a buying agent or purchasing agent to make purchases on the Site.
  • Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
  • Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.
  • Use the Site to advertise or offer to sell goods and services.
  • Sell or otherwise transfer your profile.
  • Sell or otherwise transfer Versed AI supply chain intelligence data
6. USER GENERATED CONTRIBUTIONS
The Site does not offer users to submit or post content. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated in accordance with the Site Privacy Policy. When you create or make available any Contributions, you thereby represent and warrant that:
  • The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
  • You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use.
  • You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use.
  • Your Contributions are not false, inaccurate, or misleading.
  • Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
  • Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
  • Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
  • Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
  • Your Contributions do not violate any applicable law, regulation, or rule.
  • Your Contributions do not violate the privacy or publicity rights of any third party.
  • Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
  • Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
  • Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.
Any use of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Site.
7. CONTRIBUTION LICENSE
You and the Site agree that we may access, store, process, and use any information and personal data that you provide following the terms of the Privacy Policy and your choices (including settings).
By submitting suggestions or other feedback regarding the Site, you agree that we can use and share such feedback for any purpose without compensation to you.
We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.
8. MOBILE APPLICATION LICENSE
Use License
If you access the Site via a mobile application, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application on wireless electronic devices owned or controlled by you, and to access and use the mobile application on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Terms of Use. You shall not: (1) except as permitted by applicable law, decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application; (2) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the application; (3) violate any applicable laws, rules, or regulations in connection with your access or use of the application; (4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the application; (5) use the application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (6) make the application available over a network or other environment permitting access or use by multiple devices or users at the same time; (7) use the application for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the application; (8) use the application to send automated queries to any website or to send any unsolicited commercial e-mail; or (9) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the application.
Apple and Android Devices
The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play (each an “App Distributor”) to access the Site: (1) the license granted to you for our mobile application is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service; (2) we are responsible for providing any maintenance and support services with respect to the mobile application as specified in the terms and conditions of this mobile application license contained in these Terms of Use or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application; (3) in the event of any failure of the mobile application to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the mobile application; (4) you represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and (ii) you are not listed on any U.S. government list of prohibited or restricted parties; (5) you must comply with applicable third-party terms of agreement when using the mobile application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the mobile application; and (6) you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Terms of Use, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms of Use against you as a third-party beneficiary thereof.
9. SUBMISSIONS
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
10. THIRD-PARTY WEBSITE AND CONTENT
The Site may contain (or you may be sent via the Site) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
11. SITE MANAGEMENT
We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.
12. PRIVACY POLICY
We care about data privacy and security. Please review our Privacy Policy: https://www.versed.ai/privacy-policy/By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use. Please be advised the Site is hosted in the United Kingdom. If you access the Site from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United Kingdom, then through your continued use of the Site, you are transferring your data to the United Kingdom, and you agree to have your data transferred to and processed in the United Kingdom.
13. TERM AND TERMINATION
These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
14. MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.
We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.
15. GOVERNING LAW 
These conditions are governed by and interpreted following the laws of the United Kingdom, and the use of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. If your habitual residence is in the EU, and you are a consumer, you additionally possess the protection provided to you by obligatory provisions of the law of your country of residence. Versed AI Ltd and yourself both agree to submit to the non-exclusive jurisdiction of the courts of United Kingdom, which means that you may make a claim to defend your consumer protection rights in regards to these Conditions of Use in the United Kingdom, or in the EU country in which you reside.
16. DISPUTE RESOLUTION
Informal Negotiations
To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each "Dispute" and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
Binding Arbitration
   
Any dispute arising from the relationships between the Parties to this contract shall be determined by one arbitrator who will be chosen in accordance with the Arbitration and Internal Rules of the European Court of Arbitration being part of the European Centre of Arbitration having its seat in Strasbourg, and which are in force at the time the application for arbitration is filed, and of which adoption of this clause constitutes acceptance. The seat of arbitration shall be London, United Kingdom. The language of the proceedings shall be English. Applicable rules of substantive law shall be the law of the United Kingdom.
Restrictions
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
Exceptions to Informal Negotiations and Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
17. CORRECTIONS
There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.
18. DISCLAIMER
THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
19. LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE six (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR $2,500.00 USD. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
20. INDEMNIFICATION
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Site; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
21. USER DATA
We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
22. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
23. CALIFORNIA USERS AND RESIDENTS
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
24. MISCELLANEOUS
These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.
LICENSE GRANT LICENSOR hereby grants to LICENSEE a nonexclusive right and license to use the Software on the number of primary systems of Designated Equipment identified on Schedule A hereto for a period of 12 months from the Effective Date of this Agreement (the “License Term”). The Software shall be used only on such primary systems if they are operating properly. If any primary system is down, the Software may be used on a backup system for that primary system. LICENSE FEES AND PAYMENT A. License Fee. In consideration of the licenses granted herein, LICENSEE shall pay the License Fee or other consideration for the Software and Documentation as set forth herein. All amounts payable hereunder by LICENSEE shall be payable in United Kingdom funds without deductions for taxes, assessments, fees, or charges of any kind. Checks shall be made payable to LICENSOR and shall be forwarded to the LICENSOR at the above address. B. Taxes and Other Charges. LICENSEE shall be responsible for paying all (i) sales, use, excise, value-added, or other tax or governmental charges imposed on the licensing or use of the Software or Documentation hereunder; (ii) freight, insurance, and installation charges; and (iii) import or export duties or like charges.
25. DATA ATTRIBUTIONS
Please see docs.versed.ai for data attributions.
26. CONTACT US
In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:
Versed AI Ltd
44 Turneville Road
London, London W14 9PS
England
Phone: fenella.boyle@versed.ai
fenella.boyle@versed.ai
These terms of use were created using Termly's Terms and Conditions Generator.