General Terms and Conditions
(A) Kaspian has developed a digital tool that securely stores and automatically analyzes, categorizes and sorts research data.
(B) Customer wishes to procure from Kaspian the services as described herein, and Kaspian wishes to provide such services to Customer, on the terms set out in this Agreement.
(C) The parties recognizes that the services are not yet fully commercially developed and that this agreement refers to a pilot phase.
1.1 Subject to and conditioned on Customers compliance with the terms and conditions of this Agreement during the term of the Agreement, Kaspian shall use commercially reasonable efforts to provide to Customer the services described on http://www.kaspian.ai and this Agreement (collectively, the "Services"). As part of the Services, Kaspian provides access to the "Platform", meaning the Kaspian software application, and all new versions, updates, revisions, improvements and modifications thereof (excluding any premium features and/or customized development made specifically for any customer / partner of Kaspian).
1.2 The Services include hosting, managing, operating and maintaining the Platform for access and use by Customer in substantial conformity with the service description provided by Kaspian during 24 hours per day, seven days per week every day of the year, except in case of:
(a) scheduled downtime (where Kaspian will give Customer at least twenty-four (24) hours prior notice of all scheduled outages of the Platform); and
(b) Service downtime or degradation due to circumstances beyond Kaspian's reasonable control, including Customer's or any Authorized User's (as defined below) use of Third Party Materials (as defined below), misuse of the Platform, or use of the Services other than in compliance with the express terms of this Agreement.
1.3 Kaspian reserves the right, in its sole discretion, to make any changes to the Services and the Platform that it deems necessary or useful to: (a) maintain or enhance (i) the quality or delivery of Kaspian's services to its customers, (ii) the competitive strength of or market for Kaspian's services or (iii) the Services cost efficiency or performance; or (b) to comply with applicable law and other rules or regulations of relevant organizations and authorities.
1.4 Kaspian may, directly or indirectly, suspend, terminate or otherwise deny Customer's or any Authorized User's access to or use of all or any part of the Services or Platform, without incurring any resulting obligation or liability, if: (a) Kaspian receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires Kaspian to do so; or (b) Kaspian believes, in its good faith and sole discretion, that: (i) Customer or any Authorized User has failed to comply with, any term of this Agreement, or accessed or used the Services or platform beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any instruction or requirement hereunder; (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading or unlawful activities; or (iii) this Agreement expires or is terminated. This Section 1.4 does not limit any of Kaspian's other rights or remedies, whether at law, in equity or under this Agreement.
2.1 Customer shall pay Kaspian a platform fee ("Fees") for the Services provided agreed in a separate Services Agreement.
3. IP rights and data
3.1 All right, title and interest in and to the Services and Platform, including all Intellectual Property Rights therein, are and will remain with Kaspian and the respective rights holders in the Third-Party Materials. Customer has no right, license or authorization with respect to any of the Services or the Platform (including Third-Party Materials).
3.2 "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
3.3 "Third Party Materials" means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment or components of or relating to the Services that are not proprietary to Kaspian.
3.4 As between Customer and Kaspian, Customer is and will remain the sole and exclusive owner of all right, title and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto.
3.5 "Customer Data" means information, data and other content, in any form or medium that is uploaded to the Platform by Customer.
3.6 "Authorized User" means any person granted access to the platform by the Customer.
Customer shall not access or use the Services or Platform except as expressly permitted by this Agreement and, in the case of Third-Party Materials, the applicable third-party license agreement. For purposes of clarity, Customer shall not, except as this Agreement expressly permits, e.g.:
(a) Copy, modify or create derivative works or improvements of the Services or Platform;
(b) Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services or Platform to any person;
(c) Reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or Platform, in whole or in part;
(d) Bypass or breach any security device or protection used by the Services or Platform;
(e) Input, upload, transmit or otherwise provide to or through the Services or Platform, any information or materials that are unlawful or harmful, or contain, transmit or activate any harmful code;
(f) Damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services or Platform;
(g) Access or use the Services or Platform in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party, or that violates any applicable law
5. Limitation of Liability
5.1 Kaspians liability to Customer under this Agreement shall be, to the maximum extent permitted by applicable law, limited to direct damages up to an amount corresponding to the aggregate amount Customer has paid to Kaspian under the Agreement during the immediately preceding twelve (12) calendar months prior to the action giving rise to the claim.
5.2 Except for a breach of Section 6 or any violation of the other Party's intellectual property rights, in no event shall either Party be liable to the other Party for any consequential, exemplary, punitive, incidental, indirect or special damages or costs howsoever arising out of or related to this Agreement, whether or not either Party has been advised of the possibility of such damages or costs.