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Resemble AI’s Software as a Service Terms and Conditions

Resemble AI’s Software as a Service (“SaaS”) Terms and Conditions (“Terms and Conditions”) are related to SaaS subscription between Resemble AI (“Company”),  a Canadian corporation having a principal place of business in Canada (“Resemble AI”) and the subscribed client (the “Client”). Client’s SaaS subscription (subject to the payment of the Subscription fee and the provisions for termination set out in this Agreement) shall be deemed Client’s agreement to these Terms and Conditions. 

1. Services and Right of Use

1.1 Company grants to Client, a non-transferable, non-exclusive license and right to access the SaaS via the web-platform or API and use the SaaS and the User Documentation only as authorized in these Terms and Conditions, for the purpose of enabling its business operations during the SaaS Term. The SaaS will be managed by Company and accessed and used by Client.

1.2 Client will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.  With respect to any Software that is distributed or provided to Client for use on Client premises or devices, Company hereby grants Client a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services. 

1.3 Client represents, covenants, and warrants that Client will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations.  Although Company has no obligation to monitor Client’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

1.4 Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”).  Client shall also be responsible for maintaining the security of the Equipment, Client account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client account or the Equipment with or without Client’s knowledge or consent.

1.5 The Services may contain third party software that requires notices and/or additional terms and conditions. Such required third-party software notices and/or additional terms and conditions may be requested from Company and are made a part of and incorporated by reference into these SaaS Terms. By accepting these SaaS Terms, Client is also accepting the additional terms and conditions, if any, set forth therein.

1.6 Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”).  Client shall also be responsible for maintaining the security of the Equipment, Client account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client account or the Equipment with or without Client’s knowledge or consent.

1.7 Otherwise stated in the Proposal, authorized users will only consist of employees of the Client.

2. Payment of Fees

2.1 Client will pay Company the then applicable fees described in the Proposal for the Services and Implementation Services in accordance with the terms therein (the “Fees”).  If Client’s use of the Services exceeds the Service Capacity set forth on the Proposal or otherwise requires the payment of additional fees (per the terms of this Agreement), Client shall be billed for such usage and Client agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or thencurrent renewal term, upon thirty (30) days prior notice to Client (which may be sent by email). If Client believes that Company has billed Client incorrectly, Client must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s support department. 

2.2 Client shall pay Company the fees indicated on the Proposal. Unless otherwise provided in Proposal, all fees are to be paid to Company within thirty (30) days of the date of the invoice. Any late payment will be subject to any costs of collection (including reasonable legal fees) and will bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial periods) or at the maximum rate permitted by law, whichever is less. 

2.3 Payment obligations are non-cancelable. Except as expressly set forth in these SaaS Terms of Service, Company will not, under any circumstances, issue refunds or prorate any Fees for early cancellation or termination of the SaaS Services, or for any other reason, including for any unused SaaS Services or if Client’s actual usage of the SaaS Services falls below the purchased amount applicable to Client’s subscription level for the SaaS Services. Subscription quantities cannot be decreased during the relevant subscription term.

3. Term and Termination

3.1 Services chosen by Client shall collectively be referred to as “Plan”.

3.2 The Plan chosen by Client may be modified during the Term of this Agreement. Client may choose different Services and such modifications to the Plan shall be subject to and governed by the terms and conditions as set out in this Agreement.

3.3 This Agreement is for the Initial Service Term as specified in the Proposal, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

3.4 These SaaS Terms may be terminated by Client on ninety (90) days written notice (via email) to Company if Company fails to perform any material obligation required of it hereunder, and such failure is not cured within ninety (90) days from Company’s receipt of Client’s notice or a longer period if Company is working diligently towards a cure.

3.5 These SaaS Terms and any license created hereunder may be terminated by Company: (i) if Client fails to make any payments due hereunder within fifteen (30) days of the due date; (ii) on thirty (30) days written notice to Client if Client fails to perform any other material obligation required of it hereunder, and such failure is not cured within such thirty (30) day period; or (iii) Client files a petition for bankruptcy or insolvency, has an involuntary petition filed against it, commences an action providing for relief under bankruptcy laws, files for the appointment of a receiver, or is adjudicated a bankrupt concern.

3.6 Termination of SaaS Terms will not limit either party from pursuing other remedies available to it, including injunctive relief, nor will such termination relieve Client’s obligation to pay all fees that have accrued or are otherwise owed by Client under these SaaS Terms.

3.7 Upon termination of these SaaS Terms, Client will no longer have access to the Software and Client shall not circumvent any security mechanisms contained therein.

4. Ownership

4.1 By signing the Proposal, Client irrevocably acknowledges that subject to the licenses granted herein, Client has no ownership interest in the Software or Service Provider materials provided to Client. Company will own all right, title, and interest in such Software and Company materials, subject to any limitations associated with the intellectual property rights of third parties. 

4.2 Client and Company trademarks, trade names, and logos, whether or not registered are the sole and exclusive property of the respective owning party, which owns all right, title and interest therein. Company may: (i) use the Client’s name and/or logo within product literature, press release(s), social media, and other marketing materials; (ii) quote the Client’s statements in one or more press releases; and/or (iii) make such other use of the Client’s name and/or logo as may be agreed between the parties. Company may also include Client’s name and/or logo within its list of Clients for general promotional purposes. Company will comply with Client’s trademark use guidelines as such are communicated to the Company in writing.

4.3 Any data that is submitted to Company by the Client will not be distributed, shared, resold, or reused at any capacity unless used to further improve the Client’s service in terms of quality.

4.4 Aggregate Data. Notwithstanding anything to the contrary set forth herein, Company may collect and use data regarding the use and performance of the SaaS Services in anonymized and aggregated form, to analyze and improve the SaaS Services and for distribution in general benchmarking data and industry reports, provided that any reported user data is aggregated and anonymized such that no personally identifying information of Client or its users is revealed.

5. Confidentiality 

5.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).  Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Client includes non-public data provided by Client to Company to enable the provision of the Services (“Client Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.  The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.  

5.2 Client shall own all right, title and interest in and to the Client Data, as well as any data that is based on or derived from the Client Data and provided to Client as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, Softwares, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.     

5.3 Nothing in these SaaS Terms will be construed to convey any title or ownership rights to the Software or other Confidential Information to Client or to any patent, copyright, trademark, or trade secret embodied therein, or to grant any other right, title, or ownership interest to the Company’s Confidential Information. Neither party shall, in whole or in part, sell, lease, license, assign, transfer, or disclose the Confidential Information to any third party and shall not copy, reproduce or distribute the Confidential Information except as expressly permitted in these SaaS Terms. Each party shall take every reasonable precaution, but no less than those precautions used to protect its own Confidential Information, to prevent the theft, disclosure, and the unauthorized copying, reproduction or distribution of the Confidential Information.

5.4 Notwithstanding this Section, unless otherwise expressly agreed in writing, all suggestions, solutions, improvements, corrections, and other contributions provided by Client regarding the Software or other Service Provider materials provided to Client will be owned by Service Provider, and Client hereby agrees to assign any such rights to Company. Nothing in these SaaS Terms will preclude Company from using in any manner or for any purpose it deems necessary, the know-how, techniques, or procedures acquired or used by Company in the performance of services hereunder.

6. Warranty and Disclaimer

6.1 Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner.  Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.  However, Company does not warrant that the Services will be uninterrupted or error-free; nor does it make any warranty as to the results that may be obtained from the use of the Services.  EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

7. Client Obligations

7.1 Client is obliged to keep the login names and the passwords required for the use of the Software confidential, to keep it in a safe place, and to protect it against unauthorized access by third parties with appropriate precautions, and to instruct its Authorized Users to observe copyright regulations. 

7.2 Before entering its data and information, Client is obliged to check the same for viruses or other harmful components and to use state of the art anti-virus programs for this purpose. In addition, the Customer itself is responsible for the entry and the maintenance of its data.

7.3 Client agrees to comply with all applicable laws, regulations, and ordinances relating to these SaaS Terms. Company has the right (but not the obligation) to suspend access to the Software or remove any data or content transmitted via the Software without liability (i) if Company reasonably believes that the Software is being used in violation of these SaaS Terms or applicable law, (ii) if requested by a law enforcement or government agency or otherwise to comply with applicable law, provided that Company will use commercially reasonable efforts to notify Client prior to suspending the access to the Software as permitted under these SaaS Terms, or (iii) as otherwise specified in these SaaS Terms. Information on Company’s servers may be unavailable to Customer during a suspension of access to the Software. 

8. Limitation of Liability

8.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY Client TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

9. Support

9.1 Company will provide Technical support via e-mail, online channel, and phone to Client during the SaaS Term. Technical support services are provided during business days and hours, excluding national holidays of Canada.

10. Maintenance and Upgrades

10.1 Compay and/or its hosting services may perform system maintenance and Company will announce upgrades and all planned outages in advance.

10.2 Company will install software upgrades/releases of the SaaS which are generally made available to its other Clients of the Saas through the related Service, including patches and/or fixes, as they are made available at no charge during the SaaS Term. 

11. Miscellaneous 

11.1 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent.

11.2 Both parties agree to comply with all applicable laws, regulations, and ordinances relating to such party’s performance under these SaaS Terms.

11.3 The parties agree that these SaaS Terms cannot be altered, amended or modified, except by a writing signed by an authorized representative of each party.

11.4 Nothing in this Agreement is to be construed to make either Party a partner, an agent or legal representative of the other Party for any purpose. Neither Party shall have any right or authority to accept any service of process or to receive any notices on behalf of the other Party or to enter into any commitments, undertakings, or agreements purporting to obligate the other Party in any way, or to amend, modify or vary any existing agreements to which the other Party may be a party.

11.5 This Agreement shall be governed by the laws of Ontario and the courts in Ontario shall have the exclusive jurisdiction. Any claim, controversy or dispute (collectively referred to as “Disputes”) arising out of or under this Agreement, if not settled by mutual agreement between the Parties shall be referred to arbitration. The arbitration proceedings shall be conducted by a sole arbitrator to be mutually appointed by the Parties. The arbitral proceedings shall be conducted in English in Ontario and shall be governed by and construed in accordance with the laws of Ontario and such award shall be binding on the Parties.