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:
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.
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.
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
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:
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.
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:
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.
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 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:
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:
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.
99.9% commitment. The Company commits to the Uptime of the Services for 99.9% of the calendar year, excluding the following cases:
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).
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 email@example.com with any questions regarding these Terms.