EULA

End User Terms

These terms shall be incorporated into each order placed with Active OMG Limited, a limited liability company with company number 06808587 and registered office at 168 Church Road, Hove, East Sussex, BN3 2DL ("Licensor") for use or access of the Licensor's conversational artificial intelligence known as 'Ami'.

  1. ORDERS
    • The Order may be executed or otherwise accepted by the Licensor or by a Reseller on behalf of, and as an agent of, the Licensor.
    • When an Order is placed through a Reseller, the Agreement is formed between the Customer and the Licensor for the provision of the Services set out in these terms. The Licensor may require the Reseller to provide certain of the Services to the Customer on its behalf. However, if other services or obligations are set out in the Order, or other terms are agreed in the Order, those shall be the services, obligations, and terms of the Reseller (and shall form an agreement between the Customer and the Reseller separate to the agreement between the Customer and the Licensor).
    • In the event that the Order contains orders for different Services, each such Service shall be covered under a separate Agreement incorporating these terms for each of the applicable Services.
  2. SUBSCRIPTION
    • Each Agreement shall commence on the Effective Date and continue for the Licence Term. Except as otherwise stated in the Order the Agreement shall automatically renew at the end of each Licence Term for a further Licence Term (unless notice has been given in accordance with clause 2.2).
    • The Customer shall be entitled to terminate the Agreement by giving the Licensor not less than ninety (90) days' written notice, such notice to expire at or after the end of the first Licence Term. The Licensor may terminate this Agreement by giving the Customer not less than thirty (30) days' written notice.
  3. RIGHTS OF USE
    • In consideration for the payment of the licence fees and hosting fees (as specified in the Order), the Customer shall be entitled to access and use the Services on a non-exclusive basis for the duration of the Agreement in relation to the Website and the Content, including the right to use the Ami Code Snippet on the Website, and to set-up, configure, test, and operate the Services through the dashboard made available within the Services ("Permitted Use"), and to use the Documentation internally to support its use. The Customer may permit its employees and individual contractors, and any relevant Reseller, to access the Services for the purposes of the Permitted Use, provided that the Customer shall remain liable for any such access.
    • The Customer must only access and use the Services in accordance with the Documentation and Applicable Law.
    • The Customer must not:
      • use Ami Code Snippet, or access or use the Services or Documentation, other than for the Permitted Use; or
      • use or access the Services in conjunction with any Website or Content which is pornographic, obscene, offensive, racist, abusive, harassing, bullying, violent, criminal, discriminatory, biased, libellous, defamatory, unlawful, illegal or which infringes the rights or any third party or targets vulnerable people.
    • The Licensor reserves the right to change and modify the Services and the way in which they are provided from time to time without notice to the Customer. Save where such change or modification is as a result of Applicable Law, the Licensor shall ensure that this does not have a materially adverse effect on the Customer's use of the Services.
  4. PERFORMANCE
    • The Licensor warrants that the Services will comply with the Service Level Agreement
    • In the event of any defect arising in respect of the Services, and in respect of the above warranty, the Licensor's sole liability shall be to remedy the defect through the Support Services, and where, in the Licensor's opinion, remedy is not reasonably possible, the Licensor may terminate the affected Services on written notice to the Customer.
    • The performance and operation of the Services are entirely dependent upon the Content, and the outputs of the Services are produced by processing the Content through learning algorithms. The Customer is responsible for the completeness, accuracy, and availability of the Content. The Licensor shall have no liability for performance of the Services, save as set out in clause 1, or for any effect which the Content has on the operation or output of the Services.
  5. SUPPORT SERVICES
    • In consideration for the payment of the set-up fees (as specified in the Order), the Customer shall be provided with up to two (2) days of assistance (as required) to set-up the Services. This shall include configuration and testing of the Services in relation to the Website and Content, and dashboard training. Any additional assistance required beyond this shall be charged in addition at the Licensor's standard rates.
    • In consideration for the payment of the support fees (as specified in the Order), the Customer shall be provided with troubleshooting in respect of any issue, query, or defect, as well as teaching-support (for the artificial intelligence), in relation to the Services. This support shall be accessible via a helpdesk. The Customer shall be informed how to access the helpdesk and the operating hours of the helpdesk from time to time.
    • The Support Services shall be provided with reasonable care and skill and in accordance with Applicable Law.
  6. FEES & PAYMENT
    • The Customer shall pay the Fees in full and without set-off by electronic bank transfer within thirty (30) days of receipt of an invoice.
    • Where the Customer has placed the Order with a Reseller, unless otherwise directed by the Licensor, the applicable Reseller shall invoice the Customer for the Fees and the Customer shall pay the Fees to the applicable Reseller. Provided the Customer has not been directed otherwise by the Licensor, payment of the Fees in full to the applicable Reseller shall satisfy the obligation of the Customer to pay the Fees under the Agreement.
    • Unless stated otherwise in the Order, the Customer shall be invoiced for the Fees:
      • in respect of set-up fees, in advance following the date of the Order;
      • in respect of licence, hosting, and support fees, on a monthly basis in arrears; and
      • in respect of any additional fees, on a monthly basis in arrears.
    • All amounts set out in the Agreement will be exclusive of VAT or any other sales tax, which will be paid at the rate and the manner prescribed by law from time to time. If a payment due under the Agreement is subject to withholding tax, the Customer shall pay such amounts as will ensure that the net receipt, after tax, is the same as it would have been were the payment not subject to withholding tax.
    • Any invoice which is paid later than the date on which the relevant sum became due and payable will be paid together with interest which will be automatically applied at an annual rate of 4% above the base rate for the time being of the Bank of England calculated from and including the day the sum became due for payable up to but excluding the date of payment.
  7. INTELLECTUAL PROPERTY RIGHTS
    • The parties acknowledge that:
      • all rights, title, and interests in the Services and Documentation, including the Ami Code Snippet, and any enhancements or modifications which are made available or developed from time to time (including where at the request or suggestion of the Customer or in the provision of Support Services), are owned by the Licensor and its licensors; and
      • all rights, title and interests in the Website and Content are owned by the Customer and its licensors.
    • To the extent necessary for the Licensor to exercise any rights or comply with any obligations under the Agreement, the Customer grants the Licensor a non-exclusive, royalty-free right to access and use the Website and Content.
  8. INDEMNITY
    • Subject to clause 4, the Licensor shall: (i) defend the Customer from and against any legal proceedings brought by a third party alleging that use of the Services or Documentation in accordance with the Agreement infringes the Intellectual Property Rights of any person (a "Customer IPR Claim"); and (ii) indemnify the Customer for any amount agreed by the Licensor in settlement of the Customer IPR Claim, or finally awarded by a court of competent jurisdiction against the Customer (with no further right of appeal) as a result of the Customer IPR Claim.
    • In case of any Customer IPR Claim, the Licensor may at its discretion: (i) procure for the Customer a right to continue using the affected element of Services; (ii) replace or modify the affected element of the Services to avoid the infringement; or (iii) terminate the affected Services on written notice to the Customer, in which case the Licensor shall provide the Customer with a pro-rata refund in respect of any Fees paid in advance.
    • The Customer shall: (i) subject to clause 4, defend the Licensor from and against any legal proceedings brought by a third party in connection with the Licensor's use of the Website or Content for the purposes of the Agreement (a "Licensor Claim"); and (ii) indemnify the Licensor for any loss, damage, or expense suffered or incurred by the Licensor in connection with a Licensor Claim or a breach by the Customer of clause 3.
    • Either party seeking to rely on the indemnities in clause 1 or 8.3 shall:
      • provide the indemnifying party with prompt notice of any circumstances which may reasonably give rise to such a claim and notify the Licensor immediately if such a claim is received;
      • procure that the indemnifying party has conduct of the defence of any such claim;
      • provide such assistance as is reasonably requested by the indemnifying party in relation to defence of a such a claim, at the indemnifying party's cost; and
      • not take any step involving any payment or admission of liability in relation to such a claim without the indemnifying party's prior written consent.
  1. CONFIDENTIALITY
    • Save as provided below, each party (the "Receiving Party") will not disclose to third parties, nor use for any purpose other than for the proper fulfilment of the purpose of the Agreement, any Confidential Information belonging to or received from the other party (the "Disclosing Party") under or in connection with the Agreement, without the prior written permission of the Disclosing Party.
    • Each party will further be entitled to disclose Confidential Information to the extent reasonably required:
      • to its employees, officers, representatives and advisers who need to know such Confidential Information for the purposes of carrying out the party's obligations under the Agreement. Each party shall ensure that its employees, officers, representatives and advisers to whom it discloses such Confidential Information comply with these obligations of confidentiality; and
      • as may be required by law, court of competent jurisdiction or governmental or regulatory authority.
    • Subject to each party's right to retain copies of all Confidential Information for its internal and regulatory compliance purposes only, the Receiving Party will, where possible, return or destroy all Confidential Information provided by the Disclosing Party in connection with the Agreement upon request within seven (7) days of such request.
  2. DATA PROTECTION
    • Each party will comply with all applicable requirements of Privacy Law. In this clause 10, "controller", "processor", "data subject", "personal data", "processing" and "process" shall have the meanings given in Privacy Law.
    • In relation to any personal data processed by the Licensor as processor on behalf of the Customer as controller, the Customer warrants that:
      • the disclosure of such personal data to the Licensor and its processing by the Licensor for the purpose of the Agreement complies with Privacy Laws; and
      • it has provided the data subjects with information necessary to ensure fair processing and has obtained, and can demonstrate on request, all necessary consents (where required by Privacy Laws) in relation to such personal data.
    • In relation to any personal data processed by the Licensor as processor on behalf of the Customer as controller, where required by Privacy Law, the Licensor shall:
      • process such personal data only on the written instructions of the Customer, except where otherwise required by any Applicable Law;
      • shall implement appropriate technical and organisational measures to protect such personal data from accidental or unlawful destruction, and loss, alteration, unauthorised disclosure of, or access to such personal data (a "Security Incident");
      • ensure that all personnel who have access to and/or process such personal data are obliged to keep the personal data confidential;
      • at the written direction of the Customer, delete or return such personal data and copies thereof to the Customer on termination of the Agreement unless required by Applicable Law to store such personal data;
      • not process such personal data in a territory outside of the European Economic Area unless it has taken such measures as are necessary to ensure the transfer is in compliance with Privacy Law (except that if the Customer is outside the European Economic Area the Licensor may transfer personal data processed on behalf of the Customer to the Customer, and the Customer shall ensure it has appropriate safeguards to protect the rights and privacy of the data subjects in accordance with Privacy Law); and
      • maintain complete and accurate records and information to demonstrate its compliance with this clause 10 and provide the Customer with such information as is requested by the Customer from time to time for the Licensor to demonstrate its compliance with this clause 10.
    • The Customer consents to the Licensor engaging third party subprocessors to process personal data. The Licensor shall: (i) maintain an up-to-date list of its subprocessors at meetami.ai/subprocessors, which it shall update with details of any change in subprocessors at least 10 days prior to any such change; (ii) impose data protection terms on any subprocessor it appoints that require it to protect the personal data to the standard required by Data Privacy Law; and (iii) remain liable for any breach of this Agreement caused by an act, error, or omission of its subprocessor. The Customer may object to the Licensor's appointment or replacement of a subprocessor prior to its appointment or replacement, provided such objection is based on reasonable grounds relating to data protection. In such event, Licensor will either not appoint or replace the subprocessor or, if this is not possible, the Customer may terminate this Agreement (without prejudice to any fees incurred by the Customer prior to suspension or termination) upon giving written notice before the appointment or replacement.
    • The Customer authorises the Licensor, as part of providing the Services, to use data generated through the Customer's access and use of the Services to create non-personal data ("Usage Data") for the purpose of improving the Service. The Customer acknowledges that the Usage Data belongs to the Licensor, and the Licensor may use the Usage Data (for example) for improving the Licensor's other products and services, and monitoring, analysing and reporting on insights and trends on an aggregated basis.
    • The Licensor shall, at the Customer's cost, provide reasonable assistance to enable the Customer to respond to any request from a data subject to exercise any of its rights under Privacy Law and any correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the processing of personal data.
    • Upon becoming aware of a Security Incident, the Licensor shall inform the Customer without undue delay and shall provide all such timely information and cooperation as the Customer may reasonably require in order for the Customer to fulfil its data breach reporting obligations under Privacy Law.
  3. LIABILITY
    • Notwithstanding any contrary provision in the Agreement, neither party limits or excludes its liability in respect of any death or personal injury caused by its negligence, any fraud or fraudulent misrepresentation, any other statutory or other liability which cannot be excluded under applicable law, or the obligation to pay the Fees.
    • Subject to clause 11.1, the liability of the Licensor arising out of or in connection with the Agreement, whether such liability is based in contract, tort (including negligence) or otherwise will be limited to: (a) the lesser of: (i) a sum equal the amount of Fees paid in the last 180 days; or (ii) fifty thousand pounds; or (b) five thousand pounds if less than that sum was paid in the last 180 days.
    • Subject to clauses 11.1, in no event will the Licensor be liable to the Customer, whether such liability is based in contract, tort (including negligence) or otherwise, for any loss of profit, loss of revenue, loss of business, loss of use, loss of or damage to data, loss of or damage to reputation or goodwill, business interruptions, or any indirect, special, incidental, punitive, or consequential loss or damage.
    • Except as expressly set out in these terms, all warranties, conditions, undertakings, and representations as to the Licensor's performance of its obligations under the Agreement are, to the fullest extent permitted by law, excluded from this Agreement.
  4. TERMINATION
    • Without prejudice to any other right or remedy, either party will have the right, immediately upon notice in writing to the other party, to terminate the Agreement if the other party:
      • commits a material breach of the Agreement, provided that where such breach is capable of remedy the other party has been notified in writing of the breach and has not rectified it within thirty (30) days of receipt of such notice;
      • is declared or becomes insolvent, has a moratorium declared in respect of any indebtedness, enters into administration, receivership, administrative receivership or liquidation or threatens to do any of these things, takes or suffers any similar action in any jurisdiction or any step is taken (including making of an application, entering into a board resolution or giving of a notice) by it or by any other person in respect of such circumstances; or
      • suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of that party's business.
    • Without prejudice to any other right or remedy, the Licensor will have the right, immediately upon notice in writing to the Customer, to terminate the Agreement if the Customer:
      • undergoes a change of Control; or
      • is late in making payment of any amounts due and fails to make payment within thirty (30) days of being notified in writing of the late payment.
    • If the Licensor has the right to terminate the Agreement (except under clause 12.2(a)), it may instead temporarily suspend the Services until the situation is resolved to its satisfaction.
  5. CONSEQUENCES OF TERMINATION
    • On termination of the Agreement, the Customer shall immediately:
      • cease all use and access of the Services and Documentation, and any other materials provided by the Licensor; and
      • remove the Ami Code Snippet for the Services from the Website.
    • Termination of the Agreement shall not affect 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.
    • Any provision of these terms which expressly or by implication are intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect, including in particular the following clauses: 5, 4.3, 6, 7, 8, 9, 11, 13, 14, 15, 18 and 19.
  6. DEALINGS
    • The Customer may not assign, subcontract, or otherwise transfer the Agreement to any person without the prior written consent of the Licensor.
    • The Licensor may assign or otherwise transfer the Agreement, and (subject to clause 10.4) subcontract the performance of its obligations under the Agreement, to any third party. In the event that the Licensor subcontracts the performance of any of its obligations under the Agreement it will be responsible for the management of its subcontractors and their acts and omissions in connection with the subcontracting.
  7. GENERAL
    • Nothing in the Agreement is intended to create a partnership or agency between the parties.
    • No variation of the Agreement will be effective unless made in writing, signed by or on behalf of the parties and expressed to be such a variation.
    • The failure to exercise or delay in exercising a right or remedy provided to a party under the Agreement shall not constitute a waiver of that right or remedy, and no waiver by a party of any breach of the Agreement shall constitute a waiver of any subsequent breach of the same or any other provision. Each right or remedy of a party under the Agreement is without prejudice to any other right or remedy of that party under the Agreement or at law.
    • The Agreement constitutes the entire understanding between the relevant parties relating to the subject matter of the Agreement and, save as may be expressly referred to in the Agreement, supersedes and extinguishes all prior or contemporaneous representations, writings, negotiations or understandings, either written or oral, relating to the subject matter of the Agreement. Except in respect of any fraudulent misrepresentation made by a party, the parties acknowledge that they have not relied on any representations, writings, negotiations or understandings, whether express or implied, (other than as set out in the Agreement) in entering into the Agreement.
    • The Licensor may change these terms by notifying the Customer of the change, and of the date it is due to come into effect, not less than thirty (30) days in advance. The change shall become effective on the date specified unless the Customer notifies the Licensor of termination under clause 2 before that date. If the Customer serves a notice under clause 2.2, the change shall not take effect in relation to the Agreement so terminated.
    • If any provision of the Agreement or any part of any provision is determined to be partially void or unenforceable by any court or body of competent jurisdiction or by virtue of any legislation to which it is subject or by virtue of any other reason whatsoever, it will be void or unenforceable to that extent only and the validity and enforceability of any of the other provisions or the remainder of any such provision will not to be affected. If any clause is rendered void or unenforceable, whether wholly or in part, the parties will endeavour, without delay, to attain the economic and/or other intended result in another legally permissible manner.
    • A person who is not a party to the Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999 or otherwise, save that clause 6 may be enforced by the applicable Reseller.
  8. NOTICES
    • All formal notices and communications between the parties made in the course of the Agreement are to be in writing and will be deemed to have been received by the addressee at the times stated below, provided that the notice of communication is addressed to the recipient at the address specified in the Agreement or otherwise notified in writing from time to time, is marked for the urgent notification of the specified point of contact as notified in writing to the other party from time to time and is sent postage prepaid:
      • by first class post, forty-eight (48) hours after dispatch;
      • by hand delivery, immediately upon receipt by the recipient; or
      • on the next working day if sent by a reputable overnight express mail service.
    • Notices from the Licensor under clause 15.5 may be given electronically, and shall be deemed received the first business day after the day on which the notice is issued.
  9. COUNTERPARTS

The Order may be executed in any number of counterparts, each of which when executed and delivered is an original, but all the counterparts together constitute the same document. Delivery of an executed counterpart of a signature page of the Order by email shall be as effective as delivery of a manually executed counterpart of the Order.

  1. GOVERNING LAW & JURISDICTION

The Agreement, and any non-contractual obligations arising in connection with it, is governed by and construed in accordance with the laws of England and any dispute arising out of the Agreement shall be subject to the exclusive jurisdiction of the courts of England to which both parties hereby agree to submit for these purposes.

  1. DEFINITIONS
    • In these terms the following terms shall have the following meanings:

"Agreement" means each agreement formed between the Licensor and the Customer by the Order (or relevant part of it) and these terms;

"Ami Code Snippet" means the installation code provided to the Customer from time to time;

"Applicable Law" means statutes, statutory instruments, regulations, orders and other legislative provisions in any jurisdiction, including any delegated or subordinate legislation, and any judgment of a relevant court of law or decision of a tribunal or competent authority;

"Confidential Information" means all information disclosed to the relevant party by or on behalf of the other party in connection with the Agreement and which relates to the provisions of the Agreement, the negotiations relating to the Agreement or the subject matter of the Agreement and all other information disclosed to the relevant party by or on behalf of the other party which is marked as or has been otherwise indicated to be confidential or which would be regarded as confidential by a reasonable business person, in each case in any form or medium whether disclosed orally or in writing, before or after the Effective Date, together with any reproductions of such information in any form or medium or any part of this information whether or not marked as confidential, but excluding information: (i) which a party can show it was lawfully in the possession of prior to disclosure and which had not previously been obtained under an obligation of confidence; (ii) which is in the public domain at the time of disclosure without breach of the confidentiality obligations contained in the Agreement; (iii) which comes into a party's possession from a third party who does not owe the disclosing party an obligation of confidence; or (iv) which a party can show was independently developed by persons having no access to Confidential Information.

"Content" means any content, information, data (including personal data) or material contained on the Website from time to time, or any other content, information, data (including personal data) or material provided by or on behalf of the Customer from time to time;

"Control" means having the beneficial ownership of more that 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;

"Customer" means the entity ordering the Services;

"Documentation" means the user guides, documentation and manuals regarding the Services as are made available by the Licensor to the Customer from time to time;

"Effective Date" means the effective date set out in the Order, or if no such effective is stated, the date on which the Order is executed or otherwise accepted by the Licensor or a Reseller (as applicable);

"Fees" means the amounts due and payable by the Customer as set out in the Order or otherwise agreed, including set-up fees, hosting and support fees and additional fees, or if no such amounts are stated, as set out in the Licensor's or a Reseller's (as applicable) standard price list from time to time;

"Licence Term" means the term of the Customer's subscription for the Services as set out in the Order, or if no such term is stated, twelve (12) months;

"Order" means the Customer's order placed with the Licensor or a Reseller (as applicable);

"Privacy Law" means Applicable Law serving to ensure the protection of personal data (including the processing of personal data), and the protection of the rights and freedoms (in particular, their right to privacy) of data subjects relating to their personal data, which may include the EU Data Protection Directive 95/46/EC, the General Data Protection Regulation 2016/679, and any Applicable Law which replaces, implements or transposes the same;

"Reseller" means an authorised reseller of the Licensor's for the Services, a current list of which is set out at www.meetami.ai/resellers or available on request;

"Service Level Agreement" means the service level agreement applicable to the Services as is made available by the Licensor at www.meetami.ai/sla from time to time;

"Services" means the services of the Licensor which are to be provided under the Agreement;

"Support Services" means the set-up and support services described in clause 5; and

"Website" means the Customer's website as set out in the Order or otherwise agreed between the Customer and the Licensor or a Reseller (as applicable) in writing.

  • In these terms:
    • headings are for convenience only and do not affect interpretation;
    • a person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's permitted assigns;
    • a reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established;
    • unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular; and
    • any reference to an enactment includes that enactment as amended, extended, consolidated, re-enacted or applied by or under any other enactment before or after the Agreement and any subordinate legislation made (before or after the Order) under that or any other applicable enactment.
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