Terms of Service

Proto Global Ltd. (UK)
Last Updated: 27 August 2021

Terms of use

These terms and conditions of use (“Terms”) are a binding legal agreement entered into by and between authorized users (“Authorized User(s)”, “you”, “your(s)”) and PROTO GLOBAL LTD. (UK) (“Proto”, “Company”, “we”, “us”, “our(s)”). These Terms govern Authorized Users' access to and use of, including the Proto platform and HermesAI™ natural language processing engine, and any other applications, plans, features, software, maintenance, and customer service offered by the Company and identified in one or more Company sales order documents, including but not limited to budget proposals, invoices, statements of work, work contracts, or online transactions (the “Services”). These Terms govern your access to and use of the Services, including any content, functionality, or other tools or services offered by the Company from time to time.

These Terms represent the parties’ entire understanding regarding the Services, and shall govern over any prior oral or written agreement or discussions or different or additional terms or conditions of any purchase order, invoice, or other ordering document, other than any Company deployment agreement (titled "Proto AICX Deployment Agreement"), which shall exist in unison and harmony with these Terms.

By using the Services, the Authorized User accepts and agrees to be bound by these Terms of Service. You represent and warrant that you are the legal age of majority under applicable law to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services.

Definitions

Unless the context clearly requires otherwise, the following terms have the following meanings, and all other capitalized terms have the meaning ascribed elsewhere in these Terms:

Authorized User(s)” refers to a person, persons, or entity that has been granted access to the Services and who has agreed to be bound by these Terms.

Company” refers to Proto and its subsidiaries.

"Confidential Information" means all information related to Intellectual Property Rights (defined below), all non-public, proprietary or confidential information of the Company or other information intended to be confidential and relating to the Company's business, in oral, visual, written, electronic or other tangible or intangible form, whether or not marked or designated as "confidential", or that is summarized in writing and confirmed as confidential; and all notes, analyses, summaries, reports and other materials that contain, are based on or otherwise reflect, to any degree, any of the foregoing. Confidential Information shall not include information that:

  1. is or becomes publicly known other than through any act or omission of the Authorized User;
  2. was in the Authorized User's lawful possession before the disclosure;
  3. is lawfully disclosed to the Authorized User by a third-party without restriction on disclosure; or
  4. is independently developed by the Authorized User, which independent development can be shown by written evidence.

Data” refers to the data inputted by the Authorized Users or the Company on the Authorized User's behalf for the purpose of using the Services or facilitating the Authorized User's use of the Services.

Dispute” refers to any disagreement, claim or demand as between the Authorized User and the Company.

Dispute Notice” is a notice given by one party to the other under this Agreement setting out the details of the Dispute.

Downtime” refers to the total minutes that the Services were unavailable to the Authorized User in a calendar year.

Intellectual Property Rights” refers to patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, Confidential Information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Proto” refers to Proto Global Ltd. (UK)

Services” refers to the Proto platform and the HermesAI™ natural language processing engine and any other applications, plans, features, software, maintenance, and customer service offered by the Company and identified in one or more Company sales order documents, including but not limited to budget proposals, invoices, statements of work, work contracts, or online transactions.

Service Level Agreement” (“SLA”) refers to the specific terms governing the deployment of the Services to the Authorized User.

Services Content” refers to the copyrighted material, trademarks, and other proprietary information of the Company.

Terms” refers to these Terms of Service that govern Authorized User access to and use of the Services offered by the Company.  

Uptime” refers to the total minutes that the Services were available to the Authorized User in a calendar year.

Virus” refers to any thing or device (including any software, code, file or program) which may:

  1. 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; 
  2. prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or 
  3. adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Vulnerability(ies)” refers to a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability.

Use of Proto Services

Eligibility to Access.

No individual or entity may become an Authorized User (i.e. shall not be permitted to access the Services) without the permission of the Company, in its sole and absolute discretion. Only if the Company grants access to the Services to that individual or entity do they become an Authorized User.

 

Use License.

Subject to these Terms, the Company grants to the Authorized User a limited, revocable, non-exclusive, fully paid license to access the Services, for the sole and limited purpose of facilitating the use of the Services.

Each Authorized User shall keep a secure password for use of the Services, shall keep their password confidential, and shall change the password no less frequently than every two calendar months.

Company shall have the absolute and uninterrupted right to monitor the usage of the Services live.

Each Authorized User shall permit Company or Company’s designated auditor to audit the Services in order to establish the name and password of each Authorized User and to audit compliance with these Terms. Each such audit may be conducted no more than once per quarter, at Company’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Authorized User’s normal conduct of business.


 

Commercial Use of the Services; Exception.

The Authorized User is fully permitted to use the Services in commerce as a means to offer goods and services, with the exception of cases in which any such offered goods or services are in any way similar to or designed to compete with the Services offered by the Company.

You shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the Services or Services Content, in any form or medium whatsoever.

 

Service Level Agreement.

The Company provides the Authorized Users with the following SLA based upon priority level of reported issues by the Authorized Users. The Company, in its sole discretion, determines the priority level of reported issues.


Priority Level
Initial Response Time (IRT)
Communication Method
P3 Low / Medium
A service request that is not a performance problem
OR
Non-critical degradation of software limited to a component.
<48 hours
Email your Proto AICX Manager.
P2 Serious
Degradation of software limited to a component.
<12 hours
Email, call or text your Proto AICX Manager.
P1 Critical
Complete degradation of software or major security incident.
1 hour
Email, call or text your Proto AICX Manager.

Service Availability

Company shall, for Authorized Users, provide the Services subject to the terms of these Terms.

Company shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week. 

Any interruptions in the Services in excess of 0.1% per calendar year shall be considered Downtime (“Downtime”). Downtime shall not include:

  1. planned maintenance carried out during maintenance windows that the Authorized User will be notified of, in writing, in advance;
  2. unscheduled maintenance, provided that Company has used reasonable endeavours to give the Authorized User at least 6 hours’ notice in advance; and
  3. any other downtime as further described in these Terms.
  4. performance issues, such as slow loading times, of an individual component of the Services, as determined in the sole discretion of the Company;
  5. failure due to Internet network or third-party applications that is beyond the control of the Company; or
  6. any product or features of the Services that is identified as “”beta” or “pilot”.

Downtime shall be compensated by the Company, based on the following formula: 

(10 x the percentage of the Downtime of the calendar year) x (the monetary amount paid for the Services during the billing period).


Intellectual Property Rights

Ownership

The Authorized User acknowledges and agrees that Company and/or its licensors own all Intellectual Property Rights in the Services. Except as expressly stated herein, these Terms do not grant you any Intellectual Property Rights in respect of the Services.

The Services may also contain copyrighted material, trademarks, and other proprietary information of the Company (the “Services Content”). Except for Services Content that is in the public domain or for which permission has been provided, the Authorized User may not copy, modify, publish, transmit, distribute, perform, display, or sell any Services Content.

Company confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with these Terms.

The Authorized User gives the Company permission to anonymously distribute and duplicate any of her/his/its Data within the Services. The Authorized User grants Proto a non-exclusive and non-transferable licence to utilize, copy and modify Data for the purposes of providing the Services and for use in Company’s own internal training and development initiatives.

Company shall also be permitted, and the Authorized User hereby grants to Company a limited, non- exclusive, non-transferable, non-assignable, royalty-free licence, to use Authorized User’s name, image, likeness, logo, trade mark or other distinguishing feature in any medium for its promotional, goodwill and marketing purposes, including in a list of the Company’s customers.


Confidentiality and Security

Confidentiality

You acknowledge that details of the Services, and the results of any performance tests of the Services, form part of the Company’s Confidential Information.

You may be given access to Confidential Information from the other party in order to access and use the Services. If so, you shall not, and shall take all reasonable steps to ensure that your employees or agents do not, disclose or distribute the Confidential Information to which you have access.

Security

You have read and agree to the terms of our Privacy Policy, which governs our collection, use and disclosure of personal information through the Services.

As described in the Privacy Policy, the security of your personal information is very important to us. We use physical, electronic, and administrative measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure.

The safety and security of your information also depends on you. Authorized Users are required to ensure that all persons who access the Services through their Internet connection are aware of these Terms and comply with them. 

Unfortunately, the transmission of information via the Internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted in the course of the Services. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained in the Services.

Any username, password, or any other piece of information chosen by you, or provided to you as part of the Services, must be treated as confidential, and you must not disclose it to any other person or entity. Authorized User shall use all reasonable endeavours to prevent any unauthorized access to, or use of, the Services and, in the event of any such unauthorized access or use, promptly notify Company and in any event no later than 48 hours after discovery. 

You must exercise caution when accessing the Services from a public or shared computer so that others are not able to view or record your password or other personal information. You understand and agree that should you be provided an account, your account is personal to you and you agree not to provide any other person with access to the Services or parts thereof using your username, password, or other security information. You agree to notify the Company immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you logout from your account at the end of each session. You are responsible for any password misuse or any unauthorized access.

We reserve the right at any time and from time to time, to disable or terminate your Services, any username, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including any violation of any provision of these Terms.


Reservation of Rights

Right to Increase Prices.

The Authorized User understands that the Company, in its sole discretion, at any time, for any reason or no reason whatsoever, can change the Services' price at the start of each subscription renewal period upon 60 days' prior notice to the Authorized User.

 

Right to Terminate or Deny Services.

The Authorized User understands that the Company, in its sole discretion, at any time, for any reason or no reason whatsoever, can deny or block any Authorized User from the Services.

 

Right to Change Services.

The Authorized User acknowledges and agrees that the Company may from time to time modify, change, suspend or discontinue, temporarily or permanently, in whole or in part, any aspect or feature of the Services without notice, including changes to usage and to access procedures. The Authorized User acknowledges and agrees that the Company shall not be liable for any such modification, change, suspension or discontinuance.

 

Right to Provide Similar Services.

Nothing in these Terms shall prevent Company 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 these Terms.

 

Rights to Disclose.  

The Authorized User acknowledges and agrees that the Company has the right to disclose information provided by the Authorized User if required to do so by law at the request of a third party, or if in its sole discretion the Company, believes that disclosure is reasonable to

  1. comply with the law, request or orders from law enforcement, or any legal process (whether or not such disclosure is required by applicable law);
  2. protect or defend our or a third party’s rights or property; or
  3. protect someone’s health or safety, such as when harm or violence against any person is threatened.

 

Right to Review Content; No Duty to Monitor.

The Authorized User acknowledges and agrees that the Company has no duty whatsoever to pre-screen, control, monitor or edit the Data posted by the Authorized User and that the Company is not liable for the Data. However, the Company may, but is not required to, review, edit and delete any Data that in its sole judgment and discretion:

  1. violates these Terms;
  2. may be offensive, disturbing, unsafe, or illegal; or
  3. may violate any rights of other Authorized Users or third parties.

 

Right to Conduct Research; Informed consent.

By accessing the Services, the Authorized User agrees to allow the Company to anonymously collect and use information from the Authorized User and the Data to conduct research about the Services and to improve the performance of the Services. All such information collection and use will be in accordance with the Company’s Privacy Policy.

Prohibited Uses

Through use of the Services, it is possible to encounter Data supplied by other Authorized Users of the Services. Authorized User represents, warrants and agrees that they will not contribute any Data that:

  1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
  2. facilitates illegal activity;
  3. depicts sexually explicit images;
  4. promotes unlawful violence;
  5. infringes any copyright, database right or trade mark of any other person;
  6. breaches any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
  7. is in contempt of court;
  8. is threatening, abusive or invades another’s privacy;
  9. is likely to deceive another person or which involves misrepresenting identity or affiliation with any person;
  10. give the impression that such contribution emanates from the Company, if this is not the case; or
  11. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;

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


You are further prohibited from attempting to circumvent and from violating the security of the Services, including, without limitation: 

  1. accessing content and data that is not intended for you;
  2. attempting to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services (as applicable) in any form or media or by any means-attempting to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; 
  3. attempting to breach or breaching the security and/or authentication measures which are not authorized;
  4. restricting, disrupting or disabling service to users, hosts, servers, or networks;
  5. illicitly reproducing TCP/IP packet headers;
  6. disrupting network services and otherwise disrupting our ability to monitor the Services;
  7. using any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services;
  8. introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
  9. attacking the Services via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing, or crashing;
  10. accessing all or any part of the Services in order to build a product or service which competes with the Services;
  11. using the Services to provide services to third parties other than your immediate clients or customers; or
  12. otherwise attempting to interfere with the proper working of the Services.

Disclaimer

No Warranty.

PROTO GLOBAL LTD. (UK) PROVIDES THE SERVICES "AS IS, AS AVAILABLE," WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) AND AUTHORIZED USER’S ACCESS OF THE SERVICES IS AT YOUR OWN RISK. WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR RESULT IN ANY PARTICULAR OUTCOME, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT ALLOWED BY LAW, WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

Company does not warrant that:

No Fiduciary Duty.

The Company has no special relationship with or fiduciary duty to the Authorized User. The Authorized User acknowledges that the Company has no control over, and no duty to take any action regarding:

Inaccuracies.

The Company is not responsible for any incorrect or inaccurate content posted through the Services, whether caused by Authorized Users or by any of the equipment or programming associated with or utilized in the Services.

Under no circumstances will the Company or any of its affiliates, advertisers, promoters or distribution partners be responsible for any loss or damage, including personal injury or death, resulting from use of the Services, any Data posted on the Services or transmitted to Authorized Users, or any interactions between Authorized Users, whether online or offline.

 

Third Party Links.

The Authorized User acknowledges that the Services may from time to time enable or assist her/him/it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. 

The Company makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Authorized User, with any such third-party.  Any contract entered into and any transaction completed via any third-party website is between the Authorized User and the relevant third party, and not the Company. The Company recommends that the Authorized User refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website.  the Company does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.


Limited Liability

EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL THE COMPANY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE SERVICES, ANY LINKED WEBSITES OR SUCH OTHER THIRD-PARTY WEBSITES, NOR ANY SERVICES CONTENT, MATERIALS, POSTING, OR INFORMATION THEREON EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW.

 

Except as expressly and specifically provided in these Terms,

Force Majeure

Company shall have no liability to Authorized User under these Terms if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Proto or any other party), failure of a utility service or transport or telecommunications network, act of God, war, epidemic, pandemic, riot, civil commotion or restrictions, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that Authorized User is notified of such an event and its expected duration.

 

Indemnity

The Authorized User shall defend, indemnify and hold harmless the Company against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees), including any third- party claims arising from use of the Data or in connection with the Authorized User's use of the Services, provided that:

Dispute Resolution

If a Dispute arises out of or in connection with these Terms, then the Company or Authorized User, as the case may be, shall adhere to the following procedure:

  1. They shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents.
  2. On service of the Dispute Notice, the parties shall attempt in good faith to resolve the Dispute.
  3. If the parties unable to resolve the Dispute within 30 days of service of the Dispute Notice, the Dispute shall be referred to and finally resolved by arbitration under the London Court of International Arbitration Rules, and such Rules are incorporated by reference into this clause. Further, (i) the language to be used in the arbitration shall be English; (ii) the number of arbitrators shall be one; and (iii) the seat, or legal place, or arbitration shall be London, England.

General Terms

Jurisdiction.

If there is any dispute arising out of the Services, by using the Services the Authorized User expressly agrees that any such dispute shall be governed by the laws of England and Wales, without regard to its conflict of law provisions, and the Authorized User expressly agrees and consents to the exclusive jurisdiction and venue of the courts of England and Wales.

Entire Agreement.

These Terms and any SLA between the parties, contain the entire agreement between the Authorized User and the Company regarding the use of the Services.

Severability.

If any provision of these Terms is held to be invalid, illegal or unenforceable in any respect, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable.

 

Survival.

Even after Authorized User access to the Services is terminated, or use of the Services discontinues, these Terms will remain in effect. All terms that by their nature may survive termination of these Terms shall be deemed to survive such termination.

 

Waiver.

No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

 

Headings.

The section and paragraph headings in these Terms are for convenience only and shall not affect the interpretation of these Terms.

 

No Third-Party Beneficiaries.

The Authorized User agrees that, except as otherwise expressly provided in these Terms there shall be no third-party beneficiaries.

 

No Partnership or Agency.

Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorize 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).

 

Contact.

Please contact the Company at team@proto.cx with any questions regarding these Terms.