These Terms and Conditions will apply to the trial access, to Viridios AI’s proprietary UI platform (“VAI”) and to other proprietary software program(s) or static data (“Services”), is entered into as of the Effective Date set forth below for a period of fourteen (14)days (“Trial Period”) between Viridios AI Pty Ltd, a company registered in Australia with company number ACN 644 882 182 whose registered office is Suite102, 1-3 Gurrigal Street, Mosman NSW 2088 Australia (“Viridios AI”) and the organisation identified in the VAI Trial Form or Pricing Request form (“Company”).
This limited trial has been made available to the individual(s) identified in the VAI Trial Form or Pricing Request form and who are employed by or contracted to the Company (“Users”) for the purpose of evaluating the applicability or otherwise of entering an annual subscription for the Services for which scheduled fees are payable. The VAI Trial Form or Pricing Request form and these Terms and Conditions are together the “Agreement”. At such election, the parties will enter a subscription agreement, incorporating Viridios AI’s terms of business, which together, will supersede the Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants here in after contained, the parties hereby agree to the following terms and conditions:
1. 1 Subject to the further terms and conditions setout in these Terms and Conditions, Users are granted for the Trial Period only a non-exclusive, non-transferable limited licence to:
a. access data made available on the Services for the sole purpose of evaluating the Services;
b. download and temporarily store limited portions of such data to a storage device under the exclusive control of the organisation that is a party to this Agreement and with whom Users are registered as a user, on the condition that such data will not be made available to third parties without first obtaining Viridios AI’s express prior written consent; and
c. internally display such downloaded data.
1.2 The right to access the Services granted under sub-clause 1.1(a) will terminate on expiration or suspension of the Trial Period. On expiration of the Trial Period, Company must destroy or delete all data downloaded pursuant to sub-clause 1.1during the Trial Period. Not with standing the termination of this Agreement, the Company agrees that if Company accesses any of the Services at any time after expiration or suspension the Agreement, this Agreement shall survive such termination for each and every time Company accesses the Services.
a. may only access the Services using the user name and password and/or the API key(s) provided to Users by Viridios AI or the user name and password and/or API key(s) provided to Users by Viridios AI to enable Users to access the Services (logon id, API key(s));
b. must comply with and ensure Users comply with the terms of this Agreement;
c. must not disclose logon id or password and/or API key(s) to a third party or provide access to the Services or use the Services on behalf of an unauthorised third party;
d. may not permit access to the Services to Users who, cease to be registered with, employed by, or contracted to the Company; and
e. must notify Viridios AI immediately if it suspects that the security of a logon id and/or API key(s) or of the Company’s network has been compromised or if the Services are being used in an unauthorised manner.
3.2 Data derived from the Services may only be used by Company for evaluating the Services for the purposes of entering into licensing agreements for the Service or entering into related commercial arrangements with Viridios AI or with any of its affiliated entities.
3.1 In addition, data derived from the Services may only be used by Company in the ordinary course of its specific business for any of the following uses (if specifically applicable to Company):
a. for the purposes of research, study, supplying educational services or the giving of professional advice to clients; or
b. for inclusion in professional advice, papers, submissions, communications to and publications for students, clients and potential clients, the preparation of tenders, reports, submissions, and other like documents (“work product”) provided:
(i) Company may not undertake these activities for or on behalf of a third party;
(ii) the work product is not made available for sale;
(iii) Company may not communicate, download, reproduce, recirculate, redistribute or publish the data or other content from the Services without first obtaining Viridios AI’s express prior written consent; and
(iv) recipients of the work product arenot permitted to forward, or make further reproductions of, or createderivative works from, such material.
4.1 All intellectual property rights in the software embedded in the Services, are and remain the exclusive property of Viridios AI or third-party suppliers as the case maybe. When using the data and the Services, Company must comply with the law including, without limitation, copyright laws.
4.2 Unless permitted by law or as otherwise expressly permitted in these terms, Company must not, nor must Company authorise any third person to:
a. reproduce, copy, download, scrape, store, publish, transmit, transfer, communicate, distribute, disseminate, sell, rent, lend or otherwise use the data derived or the Services, or any part of the data derived or Services, in any form or by any means;
b. modify or make any alterations, additions or amendments to any part of the data downloaded from the Services;
c. make the Services available to any person other than a User;
d. convert material downloaded from the Services into an electronic format other than the one in which it was supplied;
e. reverse engineer, decompile, disassemble or otherwise attempt to discern the source code of the components of the Services or reproduce all or any portion of the said components;
f. remove, alter ,circumvent or tamper with any trade marks, copyright notices, copyright protection devices, disclaimers or other legal notices;
g. combine the whole or any part of the data available on the Services with any other software, data, or material; or
h. store or use any part of such data in an archival database or other searchable database except as forming part of any work product.
5.1 Viridios AI may discontinue or revise any or all aspects of the Services at its sole discretion and without prior notice to take account of (for example but without limitation) changes in applicable law or circumstance relating to the Services.
5.2 We may suspend access to the Services, in whole or in part, until further notice, with immediate effect:
a. to periodically maintain or improve the Services and related systems;
b. to comply with any order, instruction or request of any government, any emergency services organisation, or other competent judicial, administrative, or regulatory authority; or
c. if Viridios AI believes that the Services or the derived data may be used in such a way as may constitute a breach of this Agreement.
5.3 Whilst Viridios AI will use all reasonable skill and care to minimise disruption to the Services, unscheduled outages may occur from time to time.
6.1 Nothing in this Agreement excludes or limits Viridios AI’s liability for death or personal injury arising from Viridios AI’s negligence, wilful default, or fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by the laws of England and Wales, or any other applicable law that confers rights and remedies on Company in relation to the provision by Viridios AI of the Services which cannot be excluded, restricted or modified(“Non-excludable Rights”), Viridios AI does not exclude any Non-excludable Rights but excludes all other conditions and warranties implied by any applicable custom, law or statute.
6.2 Except as provided for by the Non-excludable Rights:
a. the Services trialled by Company are provided without warranties of any kind, either express or implied;
b. Viridios AI does not warrant that the Services will be complete or free from all errors;
c. Viridios AI does not warrant that the transaction data will continue to be available to it to enable it to keep the Services up-to-date; and
d. all representations are expressly excluded, and Company has not relied on any representations in trialling the Services.
6.3 Subject to clause 6.1 under no circumstances(including but not limited to any act or omission on the part of Viridios AI)will Viridios AI be liable for any loss or damages (including, without limitation, indirect, incidental, special or consequential or punitive damages and damages for loss of profits or contracts, loss of data, loss of goodwill, wasted management or office time; and for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable) whatsoever which result from any use, or any inability to use, the Services.
7.1 Without prejudice to any other right at law, Viridios AI may terminate this Agreement immediately if Company commits a material breach of this Agreement. Where Company has breached a material term Viridios AI may elect, in the alternative, to cease providing Company with access to the Services until Company can demonstrate to Viridios AI that it has remedied the breach.
This Agreement and any dispute or claim arising out of or in connection with it, or its subject matter or formation (including non-contractual disputes or claims)shall be governed by, and construed in accordance with, the laws of England and Wales. The parties 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 this Agreement, its subject matter or formation (including non-contractual disputes or claims).
