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V7 Platform Terms and Conditions 

Last modified: April 10, 2024
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Previous versions
August 21, 2023
‍October 13, 2022‍
October 12, 2022
‍April 4, 2019

CUSTOMER WISHES TO ACCESS THE SERVICES AS SPECIFIED IN THE RELEVANT ORDER. THESE PLATFORM TERMS AND CONDITIONS (“TERMS AND CONDITIONS”) GOVERN CUSTOMER’S USE, AND V7’S PROVISION, OF THE SERVICES.

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY CREATING AN ACCOUNT ON THE PLATFORM, SIGNING AN ORDER WHICH INCORPORATES THESE TERMS AND CONDITIONS, OR OTHERWISE USING THE PLATFORM, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS; (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH V7; AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT PERSONALLY OR ON BEHALF OF THE LEGAL ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT LEGAL ENTITY TO THESE TERMS AND CONDITIONS.  

THE TERM “CUSTOMER” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU PLACED AN ORDER. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE V7 SERVICES.

  1. DEFINITIONS.
    1. “Acceptable Use Policy” means V7’s acceptable use policy, which may be found at https://www.v7labs.com/terms/aup. 
    2. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with, a Party.
    3. “Authorized Users” means those Customer Personnel authorized by Customer to access the Platform. Authorized Users are either ‘Managers’ or ‘Workforce’, as further detailed in the applicable Order. An Authorized User having access to multiple Workspaces will only be counted once.
    4. “Business Day” means any day which is not a Saturday, Sunday, or holiday in the United Kingdom.
    5. “Claims” means any claims, demands, suits, causes of action, or proceedings.
    6. “Data Processing Agreement” means V7’s data processing agreement, which may be found at https://www.v7labs.com/terms/dpa. 
    7. “Documentation” means the manuals, product literature, and user guides prepared or published by V7 that describe or relate to the Services and its use, operation, features, functionality and capabilities.
    8. “Effective Date” means the date on which Customer places an Order.
    9. “Fees” means the fees and charges set out in an Order for the Services.
    10. “Foundation Model” means an Owned Model that is licensed to Customer by a third party for which Customer is entitled to make modifications and fine-tuning such that the Foundation Model can more accurately adapt to Input Data.
    11. “Harmful Code” means any “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus,” or “worm” (as such terms are commonly understood) or any other code designed or intended to have, or capable of performing, any of the following functions: (a) disrupting, disabling, harming, or otherwise impeding in any manner the operation of, or providing unauthorized access to, a computer system or network or other device on which such code is stored or installed; or (b) damaging or destroying any data or file.
    12. “Initial Term” means the initial term of Customer’s subscription to the Services as specified in an Order.
    13. “Input Data” means any data, media, information, or other content that is inputted by, or on behalf of, Customer (including by Authorized Users) to the Platform.
    14. “Intellectual Property Rights” means all copyrights, patents, trademarks, service marks, and other intellectual property rights.
    15. “Labeling Model” means, as the case may be,: (i) any algorithm or machine learning model developed as a result of the ingestion of Input Data by the Services; or (ii) any algorithm or machine learning model developed as a result of the modification by Customer of an existing algorithm or machine learning model forming part of the Services, but in each case which is distinct from the Services.
    16. “Losses”: means all losses, liabilities, damages, penalties, fines, costs, and expenses (including reasonable attorney’s fees).
    17. “Open Dataset” means Input Data which Customer has marked as ‘open’ on the Platform and which, as a result, is intended to be accessible by other users of the Platform or the general public via the internet.
    18. “Open Projects” means projects within Customer’s use of the V7 ‘Go’ Platform that Customer has marked as ‘open’ and which, as a result, is intended to be accessible and modifiable by other users of the Platform or the general public via the internet.
    19. “Order” means the order placed by Customer for access to the Platform which incorporates these Terms and Conditions.
    20. “Output Data” means any content generated by the Platform, including the results of analyzing the Input Data using the Services.
    21. “Owned Model” means any algorithm or machine learning model developed, licensed, or sourced by Customer independently from the Services and loaded onto the Platform by Customer for exploitation, operation and/or training through the Platform.
    22. “Party” means each of Customer and V7.
    23. “Parties” means, collectively, Customer and V7.
    24. “Personal Data” means any information that relates to an identified or identifiable individual.
    25. “Personnel” means a Party’s employees, agents, consultants, and contractors.
    26. “Platform” means V7’s web-based software-as-a-service data management and machine learning analytics platform owned, operated, and/or licensed by V7, which may be used by Customer to structure, label, process, share and analyze Input Data, together with any V7 Data made available therein. Platform includes any and all technology and software contained therein, and any updates made thereto. For clarity, V7 has two (2) Platforms: (1) ‘Darwin’, which allows unstructured data within images and videos to be extracted, annotated, and utilized for training models; and (2) ‘Go’, which allows Customer to leverage Foundation Models to process large numbers of repetitive tasks.
    27. “Professional Services” means implementation, training, labeling/annotation, and other professional services that may be ordered by Customer and provided by V7 in accordance with an applicable Order.
    28. “Renewal Term” means any renewal term of Customer’s subscription upon expiry of the Initial Term, as specified in an Order.
    29. “Service Level Agreement” means the Service Level Agreement offered to Customer at the time of placing an Order, or if there is none, the Service Level Agreement found at https://www.v7labs.com/terms/sla.
    30. “Services” means the Platform and the Professional Services.
    31. “Term” means collectively, the Initial Term and any Renewal Term(s).
    32. “Third Party Content” means any and all content, data, media, information, and/or software that is owned by and/or licensed from a third-party, including any datasets or models made available through the Services which is licensed on an open source basis.
    33. “V7 Data” means any data, media, information, or other content that is accessible via the Services (excluding any Input Data and Output Data).
    34. “V7 Model” means any algorithm or machine learning model developed or licensed by V7 and forming part of the Services, which is made available through the Platform for use by Customer.
    35. “V7 Package” means the specific functionality of, and level of access to, the Platform specified in an Order, including without limitation the permitted quantity of Authorized Users and Workspace, and limits on file storage within the Platform.
    36. “V7” means V7 Ltd, a company incorporated and registered in England with company number 11499928, or other V7 entity signing the relevant Order, and its Affiliates.
    37. “Workspace” means sub-accounts created under Customer’s V7 account. Customer determined which Authorized Users have access to each Workspace.
  1. SCOPE OF SERVICES
    1. Scope. V7 will provide Customer the Services listed in the applicable Order(s), in accordance with the Service Level Agreement. Support provided by V7 is limited to technical assistance to Customer with respect to the proper operation of the Services, and not with respect to operating Owned Models or developing Labeling Models and/or Foundation Models.
    2. Authorized Users. In order to permit V7 to provide Authorized Users with access to the Services, Customer shall ensure that: (a) all Authorized Users have installed, and access the Platform, via a supported version of the internet browsers and operating systems that are listed in the Documentation as supported by V7 from time to time; (b) it has an internet connection with adequate bandwidth for Authorized Users to access and use the Services; (c) it only accesses the Services using devices that meet V7’s minimum system requirements, available at https://docs.v7labs.com/docs/system-and-network-requirements; (d) it maintains connectivity to the extent necessary to prevent network performance degradation; (e) it implements and maintains effective security policies and procedures to prevent unauthorized disclosure of login credentials and unauthorized access to the Services; (f) it obtains or procure all permissions necessary for V7 to provide Authorized Users with access to the V7 Services; and (g) it makes available to V7 Personnel reasonably required to address any issue with the Services. Customer remains liable for all acts and omissions of its Authorized Users
      1. V7 shall be relieved from any failure to comply with its obligations to provide Authorized Users with access to the Services if and to the extent that V7 can demonstrate that such failure was caused by Customer’s failure to meet any obligation or dependency on Customer outlined in Section 2.2.
      2. Customer shall ensure that only Authorized Users access the Platform, and that each Authorized User maintains the confidentiality of its account credentials. Account credentials shall not be used by more than one (1) individual Authorized User. Customer shall immediately notify V7 upon becoming aware of any unauthorized access to the Platform and/or if any Authorized User is no longer authorized by Customer to access the Platform.
    3. Modifications to the Services. V7 may modify or update the Services in its sole discretion at any time. No such modification or upgrade will materially degrade the Services or their functionality during the Term. Additionally, V7 may modify, retire, or add V7 Packages in its sole discretion. In the event V7 modifies or retires the V7 Package which Customer has selected, V7 will provide reasonable advance notice to Customer, and the change to Customer’s V7 Package will be made at the beginning of the subsequent Renewal Term.
    4. Public Availability
      1. Open Datasets. Customer may from time to time be given the opportunity to mark all or part of its Input Data as ‘open’ through the Platform. Where Customer chooses to do so, Customer acknowledges and agrees that the relevant Open Datasets will be licensed to V7 and other users of the Platform under the CC BY 4.0 licensing terms (available at https://creativecommons.org/licenses/by/4.0/) subject only to the restrictions specified therein.
        1. Customer acknowledges and agrees that V7 and other users of the Platform may access, copy, and process Open Datasets as they see fit, and that V7 has no control over the use of Open Datasets by other users of the Platform. V7 shall not be responsible for the collection and use of Open Datasets by other users of the Platform.
      2. Open Projects. Customer may from time to time be given the opportunity to mark all or part of a project within the V7 ‘Go’ Platform as ‘open’ through the Platform. Where Customer chooses to do so, Customer acknowledges and agrees that V7 and other users of the Platform, as well as the general public, may access, copy, process, and modify Open Projects as they see fit, and that V7 has no control over the use of Open Projects by others. V7 shall not be responsible for the collection and use of, or modifications to, Open Projects, by others. 
    5. Professional Services. Pursuant to an Order, Customer may request that V7 provide Professional Services to Customer. Notwithstanding anything to the contrary in these Terms and Conditions, as between the Parties, the results of the Professional Services that are produced specifically for Customer will be owned by Customer.
    6. Foundation Models. If Customer utilizes V7’s ‘Go’ Platform, Customer will be permitted to make available Foundation Models within the Platform, whether through uploading or integrating the Foundation Model with the Platform, or otherwise accessing the Foundation Model via an API or other similar means. Customer acknowledges and agrees that Foundation Models, by their nature, constitute Third Party Content for which, and on whose behalf, V7 shall have no liability whatsoever.
    7. Data Processing Addendum. Solely to the extent that any Input Data or Output Data constitutes Personal Data, the Parties shall comply with their respective obligations set forth in the Data Processing Addendum. In the case of any inconsistency, conflict, or ambiguity between any of the provisions of these Terms and Conditions and those of the Data Processing Addendum, those of the Data Processing Addendum shall prevail. Notwithstanding anything to the contrary in these Terms and Conditions and/or in the Data Processing Addendum, Customer hereby expressly permits the owner(s)/provider(s) of any Foundation Model it elects to use within the Platform to process Input Data and to perform fine-tuning and other modifications on the Foundation Model in the course of the Services being provided hereunder.
    8. Add-On Services. V7 may from time to time offer to Customer access to additional services through the Platform, such as, without limitation, data labeling and annotation services. V7 will use commercially reasonable efforts to ensure that any such additional services offered through the Platform are of a good industry standard and materially conform to the description of such services as displayed on the Platform or as otherwise specified in an Order. However, notwithstanding anything to the contrary, Customer acknowledges and agrees that V7 is acting as a reseller of such additional services and is not itself delivering such services to Customer, and as such, V7 shall not be responsible to Customer for the delivery or quality of such services.
    9. Third Party Content. Certain elements of the Platform may permit or enable Customer and/or its Authorized Users to search for, find, store, manage, access, or use Third Party Content. Customer acknowledges that V7 does not warrant, represent, endorse, support, or guarantee the completeness, truthfulness, accuracy, reliability, performance, or any other attributes of any Third Party Content, nor shall V7 be responsible for reviewing or attempting to verify the accuracy of any Third Party Content.
      1. Customer acknowledges that: (a) Customer and/or its Authorized Users may be required to enter into certain agreements with the owner(s) or licensor(s) of Third Party Content; and (b) in the event the relevant agreements are not entered into, Customer and/or its Authorized Users may be unable to access: (i) such Third Party Content; and/or (ii) any or all of those elements of the Platform that permit or enable Customer and/or its Authorized Users to search for, find, store, manage, access or use such Third Party Content.
      2. As between the Parties, Customer is solely responsible for: (a) any Third Party Content installed in, used with, or accessed via the Platform; (b) determining the suitability of any Third Party Content for its use by Customer; and (c) as necessary, verifying the authenticity and accuracy of Third Party Content prior to use.
      3. Open Source Software. Certain elements of the Services may be subject to ‘open source’ or ‘free software licenses’ (“Open Source Software”), which are owned by third parties. No Open Source Software is licensed under any provision of these Terms and Conditions under which V7 grants Customer any license to use the Services; instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software (each an “OSS License”). Nothing in these Terms and Conditions limits Customer’s rights under, or grants Customer rights that supersede, the terms and conditions of any OSS License. If required by any OSS License, V7 shall make available relevant pieces of Open Source Software upon request.
  1. TERM AND TERMINATION
    1. Term. These Terms and Conditions come into effect on the Effective Date and continue until the expiration of all applicable Orders, unless earlier terminated as permitted hereunder (the “Term”).
    2. Renewal. Unless otherwise stated in the applicable Order, each Order shall renew at the end of the Initial Term for subsequent Renewal Terms of the same duration unless either Party provides notice of non-renewal to the other Party at least thirty (30) days before the end of the then-current Order term. The Fees for the same Services in each Renewal Term will automatically increase by the greater of three percent (3%) or the increase in the Retail Price Index, as calculated and published by the Office of National Statistics in the United Kingdom.
    3. Termination. Either Party may terminate these Terms and Conditions and/or an Order upon thirty (30) days prior written notice to the other Party where such other Party has materially breached these Terms and Conditions and such material breach remains uncured during such thirty (30) day period.
    4. Effect of Termination. Upon termination or expiration of these Terms and Conditions: (a) Customer shall promptly pay all Fees due under the applicable Order; (b) all licenses granted by one Party to the other Party hereunder for the Term shall immediately cease; (c) each Party shall promptly return or destroy all Confidential Information of the other Party then in its possession (it being understood that Receiving Party (defined below) shall not be required to delete copies of Confidential Information retained on electronic back-up media in the ordinary course of business and deleted at regular intervals, provided that such information remains subject to the confidentiality obligations in these Terms and Conditions); and (d) all provisions of these Terms and Conditions which by their nature should reasonably be considered to survive termination or expiration, shall so survive. Notwithstanding the foregoing, V7 shall have no obligation to delete or destroy Input Data and Output Data that V7 is otherwise entitled to retain pursuant to these Terms and Conditions. 
  1. FEES AND PACKAGES
    1. All Fees payable by Customer for access to the Services are as set out in an Order. All Fees for V7 Packages are exclusive of applicable value-add tax, or other sales, use, or excise taxes.
    2. By purchasing a V7 Package and providing V7 with payment card details or other payment information at checkout, Customer authorizes V7 to charge the relevant payment method for the full amount of Fees in accordance with the payment terms herein, or in the relevant Order.
    3. Each Order will list the applicable V7 Package being purchased, and associated quantities of permitted Workspaces, Authorized Users, and applicable file storage limits. File storage limits are on a per-Workspace basis and are not aggregated across all of Customer’s Workspaces. Customer may add additional Authorized Users at the rates detailed in the applicable Order, subject to this Section 4.
    4. Customer may add additional Authorized Users at any time. At the end of each three (3) month anniversary of the start of the Initial Term, or any applicable Renewal Term, V7 will audit the number of Authorized Users. The total number of Authorized Users as of such audit will be the number of Authorized Users being purchased by Customer on a go-forward basis, and the Fees for any newly added Authorized Users will be invoiced in accordance with the Order, beginning at the time of such audit (annual fees will be prorated based on the remaining quarters in the applicable Order Form term(s)). Customer will not be permitted to reduce the number of Authorized Users after any such audit. V7 may adjust the Fees at any time, provided that V7 will notify Customer in writing of the adjustment, and the adjusted Fees will come into effect only at the start of the next Renewal Term (if any).
    5. In addition to any other rights or remedies available to V7, if Customer fails to pay any Fees by the due date, and such Fees are not the subject of a good faith dispute by Customer that has been notified to V7 in writing prior to the due date, V7 may: (a) charge interest on all Fees past due, equal to the lesser of one-and-one-half percent (1.5%) per month or the maximum amount permitted by law; and/or (b) immediately suspend Customer’s access to the Services until payment of all Fees is made by Customer.
  1. INTELLECTUAL PROPERTY RIGHTS
    1. Services. As between the Parties, V7 owns all Intellectual Property Rights in and to the Services and the Documentation, as well as all derivative works thereto. Subject to Customer’s compliance with these Terms and Conditions, V7 grants Customer a limited, non-exclusive, non-transferable right for its Authorized Users to access and use the Services and Documentation during the Term solely for Customer’s internal business operations. This license is subject to any limitations applicable to the V7 Package purchased by Customer. V7 reserves all rights not expressly granted hereunder
      1.  Labeling Models shall constitute derivative works of the Services, and as such, as between the Parties, all Intellectual Property Rights therein shall vest in V7. V7 grants Customer a limited, non-exclusive, non-transferable right for its Authorized Users to access and use any Labeling Models during the Term as part of Customer’s internal business operations.
    2. Owned Model. As between the Parties, Customer owns all Intellectual Property Rights in and to any Owned Model. Customer grants to V7 a non-exclusive, worldwide, royalty-free license during the Term to use any Owned Model for the purpose of delivering access to Customer to the Services hereunder. For clarity, the foregoing license to V7 applies with respect to Foundation Models, as well.
    3. Input Data. As between the Parties, Customer owns all Intellectual Property Rights in and to the Input Data. Customer grants a non-exclusive, worldwide, royalty-free license during the Term to use the Input Data for the purpose of delivering access to Customer to the Services hereunder. Additionally, Customer grants V7 a non-exclusive, sublicensable, transferable, perpetual, irrevocable, worldwide license to use Input Data in an anonymized manner, for any lawful purposes. For clarity, such use will not identify Customer nor any Authorized User.
    4. Output Data. As between the Parties, Customer owns all Intellectual Property Rights in and to the Output Data. Customer grants V7 a non-exclusive, worldwide, royalty-free license during the Term to use Output Data for the purpose of delivering access to Customer to the Services hereunder. Additionally, Customer grants V7 a non-exclusive, sublicensable, transferable, perpetual, irrevocable, worldwide license to use the Output Data in an anonymized manner, for any lawful purposes, including without limitation for the purpose of improving the algorithms and machine learning models made available through the Platform, solely to the extent such Output Data has not been marked as an Open Dataset and/or an Open Project. For clarity, such use will not identify Customer nor any Authorized User.
    5. Restrictions. Customer shall not, nor shall it permit or assist any others to,: (a) use the Services in any manner or for any purpose inconsistent with the Acceptable Use Policy; (b) allow access to the Services to, or use the Services for the benefit of, any third parties; (c) use or view the Services for the purposes of creating any product or service that competes with the Services; (d) introduce Harmful Code into the Services; (e) modify, copy, resell, rent, lease, or sublicense the Services; (e) reverse engineer, decompile, disassemble, create derivative works based on, or otherwise attempt to identify the object code or source code of the Services; or (f) remove, alter, or obscure any proprietary notices of V7 within the Services or the Documentation ((a)-(f) herein collectively, the “Restrictions”).
  1. REPRESENTATIONS AND WARRANTIES
    1. Mutual. Each Party represents and warrants to the other Party that: (a) it is a duly organized, validly existing, and in good standing in the jurisdiction in which it is incorporated; (b) it is not a party to any other agreements which conflict with, or would prohibit it from entering into, these Terms and Conditions; (c) its performance hereunder will at all times comply with all applicable laws, rules, and regulations.
    2. V7 Representations and Warranties. V7 represents and warrants to Customer that: (a) the Services will materially conform to the Documentation; (b) the Professional Services will be performed in a professional and workmanlike manner using Personnel with the requisite knowledge, skills, and abilities; and (c) the functionality of the Platform will not be materially degraded during the Term. In the event of an alleged breach of this Section 6.2, as Customer’s exclusive remedy and V7’s sole liability, V7 will reperform the affected Services at no cost to Customer. If V7 is unable to remedy the alleged breach within thirty (30) days of receipt of notice from Customer, then Customer may terminate the applicable Order(s) and receive a prorated refund of any prepaid, unused Fees as of the termination date.
    3. Customer Representations and Warranties. Customer represents and warrants to V7 that: (a) it has the necessary rights, power, consents, and authority to transmit Owned Models and Input Data to V7 for use by V7 under these Terms and Conditions; and (b) it has lawfully collected and has a lawful basis for sharing with V7 as contemplated hereunder any Personal Data included in Input Data or Output Data.
    4. Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, THE SERVICES ARE PROVIDED ON AN ‘AS IS’ BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE SERVICES WILL BE TIMELY, UNINTERRUPTED, OR ERROR-FREE.
  1. INDEMNIFICATION
    1. V7 Indemnification. V7 will indemnify, defend, and hold harmless Customer from and against any and all Losses resulting from any Claims alleging that the Services, when used by Customer as permitted hereunder, infringe, violate, or otherwise misappropriate any Intellectual Property Rights. V7 shall have no liability or obligation to indemnify hereunder to the extent such Claims arise out of or relate to use of the Services in combination with other products, hardware, equipment, software, or data not authorized by V7 to be used with the Services, or any modifications made to the Services by any person or entity other than by V7 or at V7’s written consent. In the event the Services are enjoined, or in V7’s opinion are likely to be enjoined, V7 shall do one of the following: (a) procure for Customer the right to continue using the Services; (b) modify or replace the Services such that they are non-infringing but functionally equivalent; or (c) terminate the affected Order(s) and provide Customer with a prorated refund of any prepaid unused Fees as of the termination date. The foregoing states Customer’s exclusive remedy and V7’s sole liability with respect to any Claims described herein.
    2. Customer Indemnification. Customer will indemnify, defend, and hold harmless V7 from and against any and all Losses resulting from any Claims alleging that Customer is in breach of Section 6.3.
    3. Procedure. The foregoing indemnification obligations are conditioned upon the Party seeking indemnification (“Indemnitee”) providing the Party from whom indemnification is sought (“Indemnitor”): (a) prompt written notice of the Claim, provided that failure to provide prompt notice shall not relieve the Indemnitor of its obligation to indemnify unless such delay or failure materially prejudices Indemnitor’s defense of the Claim; (b) sole control of the defense and settlement of the Claim, using counsel of its choosing at its own expense, provided that the Indemnitor shall not settle any Claim that imposes any liability upon, or constitutes an admission by, the Indemnitee without the Indemnitee’s prior written consent; (c) reasonable cooperation at the Indemnitor’s request and expense. The Indemnitee may participate in the defense of the Claim using its own counsel at its own expense.
  1. CONFIDENTIALITY
    1. During the course of performing hereunder, a Party (“Receiving Party”) may be provided or otherwise come into contact with certain information of the other Party (“Disclosing Party’) which is marked as proprietary and/or confidential, or where given the nature of the information and the circumstances of the disclosure the Receiving Party should reasonably understand such information to be proprietary and/or confidential (collectively, “Confidential Information”). Confidential Information does not include information that: (a) is or becomes publicly known other than through a breach of these Terms and Conditions; (b) was in the Receiving Party’s lawful possession before the disclosure; (c) is lawfully disclosed to the Receiving Party by a third-party without restriction on disclosure; (d) is independently developed by the Receiving Party as evidenced in writing; or (e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body (“Compelled Disclosure”). In the event of Compelled Disclosure, Receiving Party shall promptly notify Disclosing Party (to the extent notice is legally permitted), cooperate with the Disclosing Party at the Disclosing Party’s request and expense, to challenge the Compelled Disclosure, and in any event shall only disclose the minimum amount of Confidential Information necessary to comply with the Compelled Disclosure. 
    2. Receiving Party will maintain the integrity of Confidential Information using the same degree of care it uses to protect its own similar information, but in no event less than a reasonable degree of care. Receiving Party shall only use Confidential Information as necessary to perform its obligations hereunder and shall not disclose Confidential Information to any third parties without the Disclosing Party’s prior written consent. Receiving Party may disclose Confidential Information only to its Personnel who have a need to know such information, who are bound by written obligations at least as stringent as those contained in this Section 8, and for whose acts and omissions with respect to Confidential Information Receiving Party shall at all times remain liable.
    3. Receiving Party acknowledges and agrees that any breach of this Section 8 may cause the Disclosing Party irreparable damage the extent to which may be difficult to quantify. As such, in the event of any actual or threatened breach of this Section 8, the Disclosing Party shall be entitled to seek and obtain injunctive and other equitable relief without the need to post a bond or prove actual damages.
  1. LIMITATION OF LIABILITY
    1. EXCEPT WITH RESPECT TO A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, OR CUSTOMER’S BREACH OF THE RESTRICTIONS: (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTIES FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND, WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE, INCLUDING WITHOUT LIMITATION THOSE OF LOST PROFITS, LOST REVENUE, OR COST OF SUBSTITUTE GOOD AND SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) EXCEPT FOR FEES DUE BY CUSTOMER HEREUNDER THAT ARE NOT THE SUBJECT OF A GOOD FAITH DISPUTE, NEITHER PARTY’S TOTAL AGGREGATE LIABILITY TO THE OTHER PARTY SHALL EXCEED AN AMOUNT EQUAL TO THE GREATER OF THE TOTAL FEES PAID BY CUSTOMER TO V7 UNDER THE APPLICABLE ORDER GIVING RISE TO THE ALLEGED LIABILITY DURING THE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH THE ALLEGED LIABILITY INITIALLY OCCURRED, AND ONE THOUSAND POUNDS (£1,000.00).
    2. THE FOREGOING LIMITATIONS AND EXCLUSIONS FORM AN ESSENTIAL BASIS OF THE AGREEMENT BETWEEN THE PARTIES AND THE PARTIES AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS THE FOREGOING SHALL APPLY EVEN WHERE THEY HAVE SHOWN TO FAIL OF THEIR ESSENTIAL PURPOSE. 
  1. NON-SOLICITATION
    1.  During the Term and for a period of six (6) months thereafter, Customer shall not directly or indirectly, employ or engage, solicit, induce, or otherwise attempt to interfere with the employment relationship, of any V7 Personnel without V7’s prior written consent in each instance. Hiring that results from a response to a general public solicitation shall not be deemed to breach this Section 10.
  1. GENERAL
    1. Publicity. Customer hereby permits V7 to include Customer’s name and/or logo in its marketing material and to list Customer as a V7 customer in its customer lists, on its website, and in its marketing content. All other uses of Customer’s name and/or logo shall only be with Customer’s prior written consent.
    2. Force Majeure. Neither Party will be liable for any failure to perform its obligations under these Terms and Conditions if that failure results from circumstances beyond its reasonable control (“Force Majeure Event”). If a Force Majeure Event continues for three (3) months, the unaffected Party may terminate these Terms and Conditions by giving thirty (30) days’ written notice to the other Party.
    3. Subcontracting. V7 may engage any third-party to perform its obligations under these Terms and Conditions, provided that V7 shall remain fully liable to Customer for performance of such obligations, and for such third-party’s acts and omissions.
    4. Assignment. Neither Party may assign any of its rights or obligations under these Terms and Conditions without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may assign these Terms and Conditions (in whole, but not in part), upon notice to the Other Party, to: (a) any of its Affiliates; or (b) in connection with a corporate restructure, reorganization, or a merger or sale involving all or substantially all of such Party’s assets. Any attempted assignment in contravention of this section shall be null and void. These Terms and Conditions shall be binding upon, and inure to the benefit of, each Party and its respective heirs, successors, and permitted assigns.
    5. Modification. V7 may modify these Terms and Conditions at any time and in its sole discretion, provided that V7 will: (a) publish the revised Terms and Conditions on its website; and (b) notify Customer in writing of any material revision to these Terms and Conditions at least ten (10) days prior to such revision taking effect.
    6. Waiver. A waiver of any right or remedy under these Terms and Conditions or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a Party to exercise any right or remedy provided under these Terms and Conditions or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.
    7. Rights and Remedies. Except as otherwise expressly stated hereunder, the rights and remedies provided under these Terms and Conditions are in addition to, and not exclusive of, any other rights and/or remedies a Party may have, whether in law, equity, or otherwise.
    8. Severance. If any provision of these Terms and Conditions is held to be invalid, illegal, void, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification made under this section shall not affect the validity and enforceability of the rest of these Terms and Conditions.
    9. Entire agreement. The Order together with these Terms and Conditions constitute the entire agreement and understanding between the Parties relating to the matters thereof and supersede all previous agreements between the Parties in relation to such matters.
    10. Independent Contractor Status. Nothing in these Terms and Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties. Neither Party shall be permitted to bind the other Party to any other agreements or commitments. A person who is not a Party to these Terms and Conditions shall not be entitled to enforce any of the terms and conditions herein.
    11. Notices. Any notice required to be given under these Terms and Conditions will be in writing and will be sent to the email addresses for contractual notices set out in an Order. Notices will be deemed to have been received at the time of transmission as shown by the sender’s records (or if sent outside Business Hours, at 9am on the first Business Day thereafter). A Party may change its notice email address upon notice to the other Party.
    12. Governing law; Venue. The Terms and Conditions and all disputes arising from them shall be governed by and construed in accordance with the laws of England & Wales, without regard to any of its conflicts of laws principles. Any claim, suit, or cause of action arising hereunder shall only be brought in the courts located in London, and the Parties agree to the exclusive personal jurisdiction of such courts.

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Next up: ANNEX 1:  V7 Service Level Agreement (SLA)