Terms of Business

These Terms of Business form part of the Subscriber’s VAI Subscription Agreement governing the use of information and services provided by Viridios AI.

1. BACKGROUND

1.1 Viridios AI provides access, under a non-exclusive, non-transferable, limited license to Viridios AI’s proprietary UI platform (“VAI”); and (ii) to other proprietary software program(s) or static data, (together with the VAI, the “Services”). The Services make available to Authorised Users, data (“Viridios Data”).

 

1.2 The Company, details of which are set out in the VAI Subscription Agreement (“Subscriber”) has agreed to be bound by these Terms of Business and for the avoidance of doubt, in accessing the VAI Subscriber agrees that it will be deemed to have accepted these Terms of Business.

 

1.3 Commercial terms relating to the period of service and pricing are set out in the VAI Subscription Agreement.

 

1.4 The Initial Term shall automatically renew for subsequent periods of the same length as the Initial Term, unless either Viridios AI or Subscriber gives the other written notice of termination at least sixty (60) days prior to the expiration of the current term.

 

1.5 The VAI  Subscription Agreement and these Terms of Business form the whole agreement (“Agreement”) between Viridios AI and Subscriber and replace all previous agreements and terms between Viridios AI and Subscriber.

2. INTELLECTUAL PROPERTY

2.1 The Viridios Data that relates to the Services are owned or licensed by Viridios AI or other third parties and are protected from any unauthorised use, copying and dissemination under applicable international treaties and/or proprietary rights and laws.

 

2.2 Subscriber acknowledges that the Services and the Viridios Data have been developed, compiled, prepared, revised, selected and arranged by Viridios AI, its affiliates and their third-party licensors, which may also include through the application of artificial intelligence, machine learning and standards of judgment developed and applied through the expenditure of substantial time, effort and money, and the Services and the Viridios Data constitutes the valuable intellectual property of Viridios AI, its affiliates and their third-party licensors

 

2.3 All present and future rights, trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, including rights to and all applications relating to the Services (“Intellectual Property Rights”) shall as between Subscriber and Viridios AI, at all times be and remain the exclusive property of Viridios AI. All present and future rights in and title to the Services (including the right to deliver and/or access the Services and any portions of the Services over any present or future technology) are reserved to Viridios AI for its exclusive use.

 

2.4 Viridios AI will indemnify, hold harmless and defend Subscriber and its officers, employees and agents from and against any loss or liability arising from any claim, demand, suit, action or proceeding for an infringement of the Intellectual Property Rights of any person, which occurred because of the purchase, possession or use of the Viridios Data or the provision of the Services.

 

2.5 If any claim, demand, suit, action or proceeding is made, brought or threatened for an infringement or alleged infringement referred to in Section 2.4, Viridios AI must at its own expense:

 

obtain for Subscriber, on reasonable commercial terms, the right to retain possession of and to continue to use the Services or obtain for Viridios AI the right to continue to provide the Services; or

replace or modify the Viridios Data or supply the Services again in a manner acceptable to Subscriber so that the quality, performance or usefulness of the Viridios Data and the Services are not degraded and so that the infringement or alleged infringement ceases.

If none of (i) or (ii) above is commercially reasonable then Viridios AI may terminate this Agreement and refund fees paid by Subscriber, prorated from the date that Viridios AI received notice from Subscriber of the infringement or alleged infringement.

 

2.6 The indemnification obligations of Viridios AI under this Section 2. are  contingent  upon the Subscriber providing Viridios AI: (a) prompt written notice of the alleged claim; (b) sole control of the defence or settlement of the alleged claim; and (c) reasonable cooperation and assistance at Viridios AI’s expense. If both parties determine in their reasonable opinion, that there will not be a conflict of interest between Subscriber and Viridios AI and Subscriber chooses to be represented by counsel, it will be at Subscriber’s sole cost and expense.

3. TERMS OF USE

3.1  Subject to the terms of this Agreement Viridios AI grants to Subscriber a non-exclusive, non-transferable, limited license to permit Authorised Users (as defined below) to access and use the Services and use the Viridios Data for specified internal use only.

 

3.2  All access to and use of Services subscribed to hereunder shall be subject to the restrictions stated in this Agreement. Only those Authorised Users who are expressly named in the VAI Subscription Agreement, as amended from time to time, shall have access to or use of the Viridios Data . Except for the limited right to distribute the Viridios Data under the specified conditions provided in Section 5. below, Subscriber shall use Viridios Data only for Subscriber’s own internal business.

 

3.3  The Subscriber is strictly not permitted to distribute the Viridios Data other than the specific permitted distribution specified in Section 5 of these Terms of Business. Subscriber shall not provide access to the Viridios Data or any portion thereof to any person (either within or outside the company), firm or entity, other than as authorised in these Terms of Business, including without limitation any subsidiary, parent or other entity that is affiliated with Subscriber unless it is specifically identified in the VAI Subscription Agreement.

 

3.4 The Term of the Agreement is set out in the VAI Subscription Agreement.

4. RESTRICTIONS ON USE

4.1   Subscriber agrees not to use, transfer, distribute or dispose of any information and/or Viridios Data contained in the Services in any manner that could compete with the business of Viridios AI.

 

4.2  Subscriber may not offer any part of the Services or Viridios Data for sale or distribute it over any other medium, including but not limited to a computer network or hyperlink framing on the internet, without the prior written consent of Viridios AI.

 

4.3 Subscriber shall use and represent the Viridios Data correctly and accurately, without any mistakes or distortions.

 

4.4 Subscriber shall not modify, reverse engineer, disassemble or decompile the Viridios Data. In connection with Viridios Data that Subscriber redistributes either internally or externally in text, tabular, graphical or electronic form pursuant to Section 5. Subscriber shall always identify Viridios AI as the source of such information, and shall display, on each website, screen, document page or other presentation format that includes Viridios Data, or data derived therefrom, such Viridios Viridios AI logos, trademarks and /or copyright notices, disclaimers, hyperlinks, or other links as Viridios AI may request.

 

4.5 Subscriber shall take all precautions that are reasonably necessary to: (i) prevent access to the Services and/or Viridios Data or any component thereof by any individual or entity that is not an Authorised User other than distributions permitted under Section 5.; and (ii) prevent any unauthorised distribution or redistribution of the Viridios Data, either internally or externally; and (iii) protect the proprietary rights of Viridios AI, its affiliates and their third-party licensors in the Services and/or in the Viridios Data.

 

4.6 Subject to Section 5.,the Services and/or the Viridios Data may not be used to construct a database of any kind. Nor may the Services be stored (in their entirety or in any part) in databases for access by the Subscriber or by any third party or to distribute any database services containing all or part of the Services and/or the Viridios Data. The Services and/or the Viridios Data may not be used in any way to improve the quality of any data sold or contributed by the Subscriber to any third party.

5. LIMITED PERMISSION TO DISTRIBUTE

5.1 Subscriber may distribute the following Viridios Data both internally and externally (each “Limited Data”):

 

(i) Limited Data in the form of graphical images that are static, that do not display  specific data points and from which it is not possible and/or not allowed to export, extract or otherwise manipulate the Viridios Data; and/or

 

(ii) Limited Data in tabular data or descriptive text containing minimal excerpts of Viridios Data, in all cases only if Subscriber can satisfy Viridios AI that the distribution of the Limited Data strictly satisfies all of the following conditions:

 

  • with respect to tabular data or descriptive text, the Limited Data must be only a limited extract (i.e. a non-material, insubstantial amount of data, and only on an ad hoc basis); and
  • the Limited Data must be distributed only on a non-continuous basis; and
  • the Limited Data must not be updated in real-time; and
  • the Limited Data must not be updated in accordance with a regular schedule; and
  • the provision of the Limited Data must be incidental to Subscriber’s ordinary course of business; and
  • with respect to the minimal excerpts, the Limited Data must be an incomplete set of data compared to the Viridios Data and must not be capable of being used as a proxy or substitute for the Viridios Data and must not be capable of being processed, manipulated, or reverse-engineered to simulate or recreate Viridios Data; and
  • Subscriber’s products or services incorporating the Limited Data permitted in this section 5. must not have any commercial value; and
  • Subscriber must not charge a fee for the Limited Data and/or any Subscriber products or services incorporating the Limited Data.
  • 5.2 By way of example, redistribution permitted distribution of Limited Data may include: (i) internal company reports to senior management that are not distributed to any other parties; (ii) annual shareholder reports; and (iii) legally required briefings, such as to regulatory agencies, in each case in the ordinary course of Subscriber’s business. Except as specifically provided in Section 5. Subscriber shall not, without an additional licence for which it may apply in writing:

 

(i) distribute or create any derivative work from the Viridios Data; or

 

(ii) publish, reproduce, and/or otherwise distribute, externally or internally, the Viridios Data or any component or portion thereof in any manner (including, but not limited to, via or as part of any website)

 

It being understood that any approved use or distribution of the Viridios Data beyond the express uses authorised under these Terms of Business may be subject to the payment of additional fees to Viridios AI.

6. FINANCIAL MARKETS

6.1 Should the future of financial markets develop in such a way, Subscriber shall have the right under the Agreement to use Viridios Data as the basis for, or as a component of, any swaps, options, forwards or futures to which Subscriber is a party and that are, in each case: 

 

(i) traded on a bilateral basis solely for Subscriber’s own account; and (ii) either (a) cleared on exchange or other platform that has a licence from Viridios AI to use Viridios Data for listing, trading, settling and/or clearing purposes, or (b) Over-the-counter or included in an index that has a licence from Viridios AI to use Viridios Data, with the understanding Viridios AI has no responsibility for any pricing decisions based on the Viridios Data or other such uses. Notwithstanding the foregoing, Subscriber acknowledges and agrees that Subscriber’s use of Viridios Data as the basis for, or as a component of any (i) indices, (ii) structured products (such as notes and warrants) including structured finance, or (iii) financial instruments (including swaps, options, forwards or futures) that do not satisfy the requirements set forth in the preceding sentence, require a separate express licence from Viridios AI for such purpose. In addition, without separate authorization from Viridios AI, Subscriber shall be permitted: (i) to use Viridios AI’s name in describing individual bilateral contracts; (ii) to include minimal excerpts of Viridios Data on invoices or settlement notices prepared by or on behalf of Subscriber; and (iii) and to provide access to Viridios Data for internal “pass-through” employees such as administrative assistants, other clerical functions, information technology personnel for clerical purposes only and disaster recovery personnel, in each case in the ordinary course of Subscriber’s business.

 

 

6.2  Subscriber acknowledges that Viridios AI is not providing any financial advice (or any other regulated financial service or securities offering) by providing the Services and/or Viridios Data or otherwise.

7. DELIVERY / ACCESS

7.1 Subscriber will access the Services via an approved user interface (“User Interface” or “UI”) using a URL address and sign on code and/or via an API connection and key and only in accordance with the limitations and restrictions set forth in the Agreement. Subscriber shall not permit the sharing of user IDs or passwords, or simultaneous access to the Viridios Data via the same user ID or password.

 

7.2 Subscribers seeking to integrate any Viridios AI software applications into their internal systems for the purpose of generating automated internal features, including without limitation, internal management reports, intraday and end of day marks, risk management, financial statements, etc., will be required to enter into and purchase a separate agreement and data licence.

 

7.3 Viridios AI shall not be liable or otherwise responsible for any of the following: (i) the procurement, installation or maintenance of any equipment on which the Viridios Data is accessed by Subscriber, (ii) any communication connection by which the Viridios Data is transmitted; (iii) any communication delays or interruptions of the Viridios Data; (iv) the transmission to Subscriber of the Viridios Data; or (v) any fees payable by Subscriber for any communication lines, to any third-party network operator (a “Distributor”) or to any other person, firm or entity.

8. TERMINATION

8.1 In the event of a breach by either party of any material term or provision of the Agreement the non-breaching party may terminate the Agreement by giving the breaching party five (5) days prior written notice thereof, provided however that such termination shall not take effect if the party in breach cures or corrects the breach within such notice period.

 

8.2 Either party may terminate the Agreement, with immediate effect, upon written notice to the other if the other party is adjudicated as bankrupt or insolvent or if a petition in bankruptcy or winding up is filed by or against the other party or if the other party makes an assignment for the benefit of creditors or an arrangement pursuant to any bankruptcy or insolvency laws.

 

8.3 Subscriber acknowledges that the Viridios Data may contain information that is provided to Viridios AI by third-party suppliers (“Suppliers”). Subscriber’s right to receive and use those portions of the Viridios Data pursuant to licenses or access granted to Viridios AI by any Suppliers is subject to automatic termination or discontinuation without liability on the part of Viridios AI if such licenses or access are terminated or discontinued. If Viridios AI decides for any reason to discontinue offering or providing the Viridios Data or a portion thereof, Viridios AI may terminate the portion applicable from the Services that relates to such discontinuation. In such event Viridios AI shall have no liability other than to give Subscriber a pro rata credit or refund for any subscription fees that have been prepaid for any unused period.

 

8.4 Upon any termination of any Services or portion thereof by either party, Subscriber shall immediately cease all use of the Services and the Viridios Data or portion thereof provided under the Agreement; and Subscriber shall, as soon as reasonably practicable, expunge the relevant Viridios Data and any portion thereof, including any copies thereof, from all of Subscriber’s electronic or other systems and records in Subscriber’s possession or control. Subscriber shall be under no obligation to return or destroy any Viridios Data or portion thereof it is required to retain in accordance with any legal and/or regulatory requirements, its reasonable document retention policies and/or where Viridios Data is stored or maintained on its servers, computer system backup tapes, disks or other backup storage devices. Any Viridios Data or portion thereof so retained by Subscriber will be held on the terms of these Terms of Business. At Viridios AI’s request, a senior officer of Subscriber shall certify to Viridios AI in writing that Subscriber has fully complied with this requirement.

9. COMPLIANCE

9.1 Subscriber shall, at Viridios AI’s request, promptly provide a written certification by a senior officer that Subscriber is in full compliance with any licence restrictions provided herein. Subscriber agrees to cooperate fully with Viridios AI in reconciling any disparities in Authorised User counts or other licensing disparities revealed by any audit or review conducted under Section 11.

10. DISCLAIMERS OF WARRANTIES AND LIMITATION OF LIABILITY

10.1 Viridios AI, its affiliates and all of their third-party licensors and/or Suppliers disclaim any and all representations and warranties, express or implied, including but not limited any warranties of merchantability or fitness for a particular purpose or use as to the Viridios Data, including but not limited to, the Services, information, data, software or products contained therein, or the results obtained by their use or as to the performance thereof. 

 

Neither Viridios AI nor its affiliates or their third-party licensors, or Suppliers, guarantee the adequacy, accuracy, timeliness or completeness of the Viridios Data or any component thereof or any communications, including but not limited to oral or written communications (whether electronic or other format), with respect thereto. or that the Services and/or the Viridios Data will be free from viruses, worms or “Trojan Horses” or other harmful, invasive, or corrupted files and is not liable to Subscriber for any damage suffered as a result of such destructive features. 

 

Accordingly, any user of the Services and/or the Viridios Data should not rely on any rating or other opinion contained therein in making any investment decision. Viridios AI, its affiliates and their third-party licensors or Suppliers shall not be liable for any costs, claims, damages, losses or expenses arising under or in connection with any errors, omissions or delays in the Services and/or the Viridios Data. The Services and/or the Viridios Data and all components thereof are provided on an “as is” and “as available” basis and Subscriber’s use of the Viridios Data is at Subscriber’s own risk.

 

 

10.2 The Agreement shall not limit any liability for death or personal injury directly resulting from the negligence if and to the extent such limitation would violate applicable law.

 

 

10.3  Viridios AI and its affiliates shall not be liable to the Subscriber under the terms of the Agreement or otherwise if Viridios AI’s breach of contractual and/or other obligations to the Subscriber are due in whole or in part due to interruption and/or delay by reason of matters beyond its control (including but not limited to) acts of God, acts of any government, war, other hostility, civil disorder, fire explosion, power failure, equipment failure, industrial or labour dispute, epidemic, pandemic, and/or inability to obtain essential supplies and the like.

 

 

10.4 Notwithstanding anything to the contrary in the Agreement, in no event whatsoever shall Viridios AI, its affiliates or their third-party licensors or Suppliers be liable for any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of profits, trading losses, lost time or goodwill, even if they have been advised of the possibility of such damages, or such losses or damages were foreseeable, whether in contract, tort (including negligence) strict liability or otherwise. Viridios AI, its affiliates and their third-party licensors or Suppliers shall not be liable for any claims against the Subscriber by third parties. 

 

In no event shall the maximum cumulative liability on Viridios AI, its affiliates, and their third-party licensors or Suppliers in connection with the Services and/or Viridios Data and/or the Agreement, regardless of the form(s) of action, whether in contract, tort, strict liability or otherwise, exceed the fees paid by Subscriber to Viridios AI for the Services and Viridios Data in the twelve (12) months prior to when such liability is alleged to have arisen. Save that, nothing in this Section 10.4 shall limit Viridios AI’s obligations, or any indemnity given under Section 2 (Intellectual Property).

 

 

10.5 The limitations of liability in this Section 10. and in Section 12.6 will not apply to the liability of a party for: (a) any damages or liability incurred as a result of fraud or fraudulent misrepresentation of a party; or (b) willful misconduct by a party.

11. AUDIT / INSPECTION

11.1 Except as otherwise provided in the Agreement, Subscriber shall at all times during the term of the Agreement maintain full and accurate records (including applicable data in electronic format) of its Authorised Users of the Services and/or the Viridios Data for the most recent thirty-six (36) months.

12. VIRIDIOS AI’S PROPRIETARY RIGHTS / INJUNCTIVE RELIEF

12.1 All proprietary rights (including, but not limited to, copyrights, trade secrets, database rights and trademark rights) in the Services and/or the Viridios Data, including, but not limited to, all information, data, ratings and ratings symbology, software, products and documentation contained or included therein, are and shall remain the sole and exclusive property of Viridios AI, its affiliates and their third-party licensors.

 

12.2 Subscriber shall protect the copyrights, trade secrets, database rights, trademarks and other proprietary rights of Viridios AI, its affiliates and their third-party licensors in the Viridios Data, including, but not limited to, any contractual, statutory, or common-law rights, during and after the term of the Agreement. Subscriber shall honour and comply with all reasonable requests made by Viridios AI to protect the rights of Viridios AI, its affiliates, and their third-party licensors in the Services and the Viridios Data.

 

12.3 Copying of, use of, access to or distribution of the Viridios Data or any information, data or software contained therein in breach of these Terms of Business shall cause Viridios AI, its affiliates and/or their third-party licensors irreparable injury that cannot be adequately compensated for by means of monetary damages. Viridios AI, its affiliates and their third-party licensors or Suppliers may enforce any breach of these Terms of Business by Subscriber by means of equitable relief (including, but not limited to, injunctive relief and temporary and preliminary injunctive relief) in addition to any and all other rights and remedies that may be available, without the posting of a bond. In the event Viridios AI has reasonable grounds to believe Subscriber is violating the terms and/or conditions set forth in these Terms of Business, Viridios AI shall have the right to immediately suspend delivery of, or Subscriber’s access to, the Services and the Viridios Data.

 

12.4 If Subscriber wishes to use promotional material referring to Viridios AI or its affiliates, its services or marks, Subscriber shall, before using it, submit such material to Viridios AI for review and written approval, which shall not be unreasonably withheld.

 

12.5 Viridios AI agrees that it will not, nor will its representatives, without the prior written consent of Subscriber in each instance: (a) use in advertising, publicity or otherwise the name of Subscriber or its affiliates (“Subscriber Group”), or of any representatives of Subscriber Group or any trade name, trade mark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof owned by Subscriber Group; or (b) represent directly or indirectly, that any product or any service provided by the Viridios AI has been approved or endorsed by Subscriber Group or any of Subscriber Group’s representatives.

 

12.6 Subscriber agrees and acknowledges that, in the event the Viridios Data contains data from a Supplier, such Supplier may require Subscriber to enter into separate license agreements directly with such Supplier as a condition to accessing and using the data that such Supplier provides. Viridios AI shall notify Subscriber as soon as practicably possible of the need for such a separate license agreement to be entered into.

 

12.7 Subscriber shall indemnify Viridios AI from and against any and all costs, claims, damages, expenses and liabilities (including, but not limited to, reasonable legal expenses and court costs) arising from any breach of its obligations, or of the limitations or restrictions set forth in these Terms of Business. In no event shall liability of the Subscriber under this Section 12.7, exceed the amount of fees paid by the Subscriber to Viridios AI for the Services, in the twelve (12) months prior to the occurrence of the relevant breach.

13. ASSIGNMENT

13.1 Subscriber may not assign or transfer (including, but not limited to the operation of law) its rights under these Terms of Business without the prior written consent of Viridios AI and any attempted assignment or transfer shall be null and void and shall constitute a material breach of these Terms of Business. In addition to and notwithstanding the foregoing, if the ownership of Subscriber at any time shall pass out of the majority control of its then-current owners by sale of stock or assets, merger or otherwise, Subscriber shall give, where legally permitted, Viridios AI written notice not fewer than thirty (30) days before the effective date of any such change of control. Viridios AI shall have the right to terminate the Agreement by providing written notice to Subscriber within thirty (30) days following receipt of such notice of change of control. If Viridios AI does not elect to terminate, the new owners of Subscriber shall assume all of Subscriber’s obligations under the Agreement and shall be responsible for adhering to all of its  terms.

14. MISCELLANEOUS

14.1 The Agreement represents the entire agreement between the parties hereto in respect of its subject matter and supersedes all previous agreements, representations, discussions, understandings or writings between the parties with regard to its subject matter. There are no oral or written collateral representations, agreements or understandings. In the event of any conflicts between the English language version of these Terms of Business and the VAI Subscription Agreement and any translations thereof, the English language version shall prevail. The provisions and terms of any purchase order or other agreement shall be of no effect and shall not in any way extend or amend the terms and conditions set forth in these Terms of Business  or the VAI Subscription Agreement unless expressly accepted in writing and signed by an authorized representative of the parties

 

14.2 No waiver of any term or condition of these Terms of Business shall be effective unless agreed to in writing by the party making the waiver.

 

14.3 If any term or condition hereof is found by a court, administrative agency or jurisdiction to be unenforceable, the remaining terms and conditions hereof shall remain in full force and effect and shall be enforceable to the maximum extent permitted by law.

 

14.4 No action taken by either party shall constitute or be deemed to constitute that such party is the agent of the other, or imply that the parties intend to constitute a partnership, joint venture, or other form of association in which either party may be liable for the acts or omissions of the other.

 

14.5 Subscriber shall be responsible for and shall pay any sales tax, VAT, GST or similar taxes imposed on any fees or charges for the Services.

 

14.6  Both parties agree to keep confidential information concerning the business affairs of the other party and the other party’s affiliates which is obtained or received as a result of the discussions leading up to  or in the performance of the Agreement (“Confidential Information”). Confidential Information shall include in particular information about the pricing of the Services and the commercial terms on which they have been made available to the Subscriber.

 

14.7 The parties shall be entitled to disclose Confidential Information where:

 

(i)  It was already lawfully known, or became lawfully known to either of the parties independently;

 

(ii) It is in, or comes into, the public domain other than due to wrongful use or disclosure by the Subscriber or  Viridios AI;

 

(iii) Use of it is necessary to carry out this Agreement; or

 

(iv) Disclosure is required by law.

 

14.8 Viridios AI and Subscriber agree that, in addition to other standards of confidentiality and privacy, they will:

 

(i) only use the personal information provided by the other party or which is handled by it for the purpose of fulfilling its obligations under this Agreement pursuant to which access to the personal information has been granted;

 

(ii) take reasonable steps to ensure that the personal information used or held pursuant to this Agreement is protected against misuse and loss, and from unauthorised access, modification or disclosure;

 

(iii) not disclose any personal information without written authority of the other party (except to the individual to whom the personal information relates) and notify the other party immediately if it becomes aware that a disclosure of personal information may be required by law;

 

(iv) comply with all legislation, principles, industry codes and policies by which it is bound, and by any other limitations which the other party, acting reasonably, informs it from time to time that it is bound by, in connection with personal information disclosed to it;

 

(v) handle personal information in a manner as directed by the other party from time to time, provided that the direction will not cause it to breach any legislation, principles, industry codes or policies by which it is bound;

 

(vi) notify the other party immediately if it becomes aware that it has breached or will breach any of these terms; and

 

(vii) not do anything with the personal information that will cause the other party to breach its obligations under any applicable legislation or regulations relating to privacy or use of information.

15. GOVERNING LAW

15.1 These Terms of Business and any disputes or claims arising out of or in connection with these Terms of Business or the VAI Subscription Agreement or subject matter or formation (including non-contractual disputes or claims) shall be interpreted, construed and enforced in accordance with the laws of England and Wales. The parties hereto and their successors and assigns irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms of Business and the VAI Subscription Agreement, or subject matter or formation (including non-contractual disputes or claims).

16. SURVIVAL

16.1 Sections 3, 4, 5, 6, 7, 8.4,10, 11, 12, 14, 15,17 and 18 shall survive any termination of the Agreement.

17. COMPLIANCE WITH LAW

17.1 Each party shall comply with all applicable international, federal, state, local and exchange laws, rules and regulations now or hereinafter in effect. Each party agrees that it will not engage in, and represents that it is not currently engaged in, the operation of any unlawful transactions or business and that, in the case of the Subscriber, it will not use or permit anyone to use the Viridios Data for any unlawful purpose.

 

17.2 Without prejudice to Section 17.1, each party warrants and undertakes to the other that:

 

(i) it will, and will take reasonable steps to procure that its representatives will, comply with all applicable anti-bribery and corruption laws and regulations;

 

(ii) it has not taken, is not aware that any of its representatives have taken, will not take; and will take reasonable steps to procure that its representatives do not take, any action in furtherance of an offer, payment, promise to pay, or authorisation of the payment or giving of anything of value (an “Advantage”) to any person (including, without limitation, any party’s representative) in the knowledge that all or any part of the relevant Advantage will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage; and

 

(iii) it will notify the other party as soon as reasonably practicable after becoming aware of any breach of the warranties or undertakings in Section 17.2(i) and 17.2 (ii).

18. NOTICES

18.1 All notices and other communications required to be given under the Agreement shall be in writing and shall be deemed to have been duly delivered if delivered by hand or by a widely recognized courier service (with evidence of the delivery date), or sent by registered mail with acknowledgement by the receiving party as of the date received, addressed as set out in the VAI Subscription Agreement or such other address as either party shall specify in a written notice to the other.


Last updated September 18, 2023