Terms of Service

Proto Global Ltd.
Last Updated: 25 March 2021

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:

  1. “Company” refers to Proto Global Ltd. (“Proto”) and its subsidiaries.
  2. “Terms of Service” refers to the terms ("Terms") that govern Authorized User access to and use of the subscription services offered by the Company.  
  3. “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.
  4. “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 of Service.
  5. “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.
  6. “Services Content” refers to the copyrighted material, trademarks, and other proprietary information of the Company.
  7. “Authorized Third Parties” refers to those who have agreed to Confidentiality Agreements and have been granted access by the Company to proprietary information.
  8. "Uptime" refers to the total minutes that the Services were available to the Authorized User in a calendar year.
  9. "Downtime" refers to the total minutes that the Services were unavailable to the Authorized User in a calendar year.

General

Terms of service. These Terms of Service govern Authorized Users' access to and use of Services 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.

Acceptance.  By using or visiting the Services, the Authorized User accepts and agrees to be bound by these Terms of Service. This Agreement constitutes a binding agreement between the Authorized User (“You”, “Your”) and the Company (“We”, “Us”, “Our”). This Agreement represents 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, excluding any deployment agreement (known as "Proto AICX Deployment Agreement"), which shall exist in unison with these Terms.

Eligibility. Authorized User eligibility is determined at the sole discretion of the Company, subject to the laws of England and Wales.

Use of the Services

Resale and commercial use. 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 a service is materially similar or designed to compete directly with the Services offered by the Company.

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 service. 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.

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 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 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.

Proprietary Rights; Use License

Ownership. The Company retains all proprietary rights to the Services. The Services may contain the 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.

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.

User content. Throughout the Services, it is possible to encounter Data supplied by other Authorized Users of the Services. If the Authorized User uses the Services, the Authorized User is giving the Company permission to anonymously distribute and duplicate the Data within the Services. The 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. promotes any illegal content or activity;
  9. is threatening, abusive or invades another’s privacy;
  10. is likely to harass, upset ,embarrass, or alarm any other person;
  11. is likely to deceive another person or which involves misrepresenting identity or affiliation with any person;
  12. give the impression that such contribution emanates from the Company, if this is not the case;
  13. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
  14. is otherwise illegal or causes damage or injury to any person or property

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.

Disclaimers

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:

  1. which Application Content the User accesses via the Services;
  2. what effects the Services Content may have on Authorized Users;
  3. how the Authorized User or others may interpret or use the Services Content; and/or
  4. what actions users may take as a result of having been exposed to the Services Content.

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

Loss, damage, personal injury, or death. 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 users, or any interactions between users, whether online or offline.

Disclaimer. PROTO GLOBAL LTD. PROVIDES THE SERVICES “AS IS, AS AVAILABLE,” WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) AND AUTHORIZED USER ACCESS OF THE SERVICES IS AT YOUR OWN RISK. WE DO NOT WARRANT THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS OR RESULT IN ANY PARTICULAR OUTCOME, OR THAT THE OPERATION 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.

IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES:

  1. FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING);
  2. FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); OR,
  3. FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF ONE HUNDRED U.S. DOLLARS ($100.00).

Third party links. The Authorized User acknowledges that the Services may enable or assist 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.

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.  

Indemnity by the Authorized User. 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:

  1. the Authorized User is given prompt notice of any such claim;
  2. the Company provides reasonable co-operation to the Authorized User in the defence and settlement of such claim, at the Authorized User's expense; and
  3. the Authorized User is given sole authority to defend or settle the claim.

Service Level Agreement (“SLA”)

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

99.9% commitment. The Company commits to the Uptime of the Services for 99.9% of the calendar year, excluding the following cases:

  1. scheduled maintenance, for which the Company with provide 72 hours notice to the Authorized User (in a calendar year, the overall scheduled maintenance will not exceed 10 hours);
  2. performance issues, such as slow loading times, of an individual component of the Services, as determined in the sole discretion of the Company;
  3. failure due to internet network or third-party applications that is beyond the control of the Company; or
  4. any product or features of the Services that is identified as "beta" or "pilot".

Downtime credit. The Company will provide credit-based compensation for Downtime in excess of the 00.1% per calendar year allowance for non-excluded cases. The calculation for the credit is as follows: (10 X the percentage of the excess Downtime) X (the monetary amount paid for the Services during the billing period).

Miscellaneous

Entire agreement. These Terms 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 this Agreement 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 brittany@proto.cx with any questions regarding these Terms.