V7 Darwin Terms of Service

Last modified April 4, 2019
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V7 Darwin License Agreement

The V7 Darwin License Agreement (the “Agreement”) is made and entered by and between V7 Ltd, (“V7) a company incorporated (registration number 11499928) having its registered office at 158 Buckingham Palace Road, SW1W 9TR London, UK and the entity or person agreeing to these terms (“Customer”).

This Agreement is effective as of the date Customer clicks to accept the Agreement (the “Effective Date”) or signs any signature fields present at the end of this Agreement. If you are accepting on behalf of Customer, you represent and warrant that: (i) you have full legal authority to bind Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Customer, to this Agreement. If you do not have the legal authority to bind Customer, please do not click to accept or sign. This Agreement governs Customer’s access to and use of the Service.

1. Provision of the Services.

1.1 Services Use. Subject to this Agreement, during the Term, Customer may: (a) use the Services, (b) integrate the Services into any Application that has material value independent of the Services, and (c) use any software or functionality provided by V7 as part of the Services. Customer may not sublicense or transfer these rights.

1.2 Platform. V7 will provide Services to Customer. As part of receiving the Services, Customer will have access to the Platform, through which Customer may administer the Services.

1.3 Facilities. All facilities used to store and process an Application and Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where V7 processes and stores its own information of a similar type. V7 has implemented industry standard systems and procedures to (i) ensure the security and confidentiality of  an Application and Customer Data, (ii) protect against anticipated threats or hazards to the security or integrity of an Application and Customer Data, and (iii) protect against unauthorized access to or use of an Application and Customer Data.

1.4 Data Location. Customer may select where certain Customer Data will be stored (“Data Location Selection”), and V7 will store it there if in accordance with the Service Specific Terms. If a Data Location Selection is not covered by the Service Specific Terms or a Data Location Selection is not made by Customer with respect to any Customer Data, V7 may process and store the Customer Data anywhere V7 or its agents maintain facilities. By using the Services, Customer consents to this processing and storage of Customer Data. Under this Agreement, V7 is merely a data processor.

1.5 Accounts. Customer must have an Account and be part of one or more Teams, and may require a Token to use the Services, and is responsible for the information it provides to create the Account, the security of the Team and Token and its passwords for the Account, and for any use of its Account, Team, and Token. If Customer becomes aware of any unauthorized use of its password, its Account, Team, or Token, Customer will notify V7 as promptly as possible. V7 has no obligation to provide Customer multiple Accounts.

1.6 New Applications and Services. V7 may: (i) make new applications, tools, features or functionality available from time to time through the Services and (ii) add new services to the "Services" definition from time to time, the use of which may be contingent upon Customer's agreement to additional terms.

1.7 Modifications.

a. To the Services. V7 may make commercially reasonable updates to the Services from time to time. If V7 makes a material change to the Services, V7 may inform Customer, provided that Customer has subscribed with V7 to be informed about such change.

b. To the Agreement. V7 may make changes to this Agreement, including pricing (and any linked documents) from time to time. Unless otherwise noted by V7, material changes to the Agreement will be effective immediately. V7 will provide at least 30 days' advance notice for materially adverse changes to any SLAs or pricing by either: (i) sending an email to Customer's primary point of contact; (ii) posting a notice in the Platform notifications; or (iii) posting a notice to the applicable SLA webpage. If Customer does not agree to the revised Agreement, it must stop using the Services.

c. To the Data Processing and Security Terms. V7 may only change the Data Processing and Security Terms where such change is required to comply with applicable law, applicable regulation, court order, or guidance issued by a governmental regulator or agency, where such change is expressly permitted by the Data Processing and Security Terms, or where such change:

(i) is commercially reasonable;

(ii) does not result in a degradation of the overall security of the Services;

(iii) does not expand the scope of or remove any restrictions on V7’s processing of Customer Data, as described in Section 5.2 (Scope of Processing) of the Data Processing and Security Terms; and

(iv) does not otherwise have a material adverse impact on Customer's rights under the Data Processing and Security Terms.

If V7 makes a material change to the Data Processing and Security Terms in accordance with this Section, V7 will post the modification to the URL containing those terms and/or the Platform Documentation.

1.8 Service Specific Terms and Data Processing and Security Terms. The Service Specific Terms and Data Processing and Security Terms are incorporated by this reference into the Agreement.

2. Payment Terms.

2.1 Free Quota. Certain Services are provided to Customer without charge up to the Fee Threshold, as applicable.

2.2 Online Billing. At the end of the applicable Fee Accrual Period, V7 will issue an electronic bill to Customer by means of the Team Owner, for all charges accrued based on (i) Customer's use of the Services during the previous Fee Accrual Period (including, if any, the relevant Fee for TSS set forth in the Fees definition below); (ii) any Private Cloud options selected; (iii) any On Premise options selected; and/or (iv) any Package Purchases selected. Customer ensures that the Team Owner is responsible for Online Billing obligations and if Customer is a Team Owner itself, that it must follow these obligations or immediately transfer the Team Owner role to another Account able to do so. If any use is above the Fee Threshold, Customer will be responsible for all Fees up to the amount set in the Account and will pay all Fees in the currency set forth in the invoice. If Customer elects to pay by credit card, debit card, or other non-invoiced form of payment, V7 will charge (and Customer will pay) all Fees immediately at the end of the Fee Accrual Period. If Customer elects to pay by invoice (and V7 agrees), all Fees are due as set forth in the invoice. Customer's obligation to pay all Fees is non-cancellable. V7’s measurement of Customer's use of the Services is final. V7 has no obligation to provide multiple bills. Payments made via wire transfer must include the bank information provided by V7.

2.3 Taxes. (a) Customer is responsible for any Taxes, and Customer will pay V7 for the Services without any reduction for Taxes. If V7 is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer, unless Customer provides V7 with a timely and valid tax exemption certificate authorized by the appropriate taxing authority. In some regions the sales tax is due on the total purchase price at the time of sale and must be invoiced and collected at the time of the sale. If Customer is required by law to withhold any Taxes from its payments to V7, Customer must provide V7 with an official tax receipt or other appropriate documentation to support such withholding. If under the applicable tax legislation the Services are subject to local VAT and the Customer is required to make a withholding of local VAT from amounts payable to V7, the value of Services calculated in accordance with the above procedure will be increased (grossed up) by the Customer for the respective amount of local VAT and the grossed up amount will be regarded as a VAT inclusive price. Local VAT amount withheld from the VAT-inclusive price will be remitted to the applicable local tax entity by the Customer and Customer will ensure that V7 will receive payment for its services for the net amount as would otherwise be due (the VAT inclusive price less the local VAT withheld and remitted to applicable tax authority).

(b) If required under applicable law, Customer will provide V7 with applicable tax identification information that V7 may require to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. Customer will be liable to pay (or reimburse V7 for) any taxes, interest, penalties or fines arising out of any mis-declaration by the Customer.

2.4 Invoice Disputes & Refunds. Any invoice disputes must be submitted prior to the payment due date. If the parties determine that certain billing inaccuracies are attributable to V7, V7 will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If the disputed invoice has not yet been paid, V7 will apply the credit memo amount to the disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice. To the fullest extent permitted by law, Customer waives all claims relating to Fees unless claimed within sixty days after charged (this does not affect any Customer rights with its credit card issuer). Refunds (if any) are at the discretion of V7 and will only be in the form of credit for the Services. Nothing in this Agreement obligates V7 to extend credit to any party.

2.5 Delinquent Payments; Suspension. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by V7 in collecting such delinquent amounts. If Customer is late on payment for the Services, V7 may Suspend the Services or terminate the Agreement for breach pursuant to Section 9.2.

2.6 No Purchase Order Number Required. For clarity, Customer is obligated to pay all applicable Fees without any requirement for V7 to provide a purchase order number on V7’s invoice (or otherwise).

3. Customer Obligations.

3.1 Compliance. Customer is solely responsible for its Applications, Projects, and Customer Data and for making sure its Applications, Projects, and Customer Data comply with the AUP. V7 reserves the right to review the Application, Project, and Customer Data for compliance with the AUP. Customer is responsible for ensuring all Customer End Users comply with Customer's obligations under the AUP, the Service Specific Terms, and the restrictions in Sections 3.3 and 3.5 below.

3.2 Privacy. Customer will obtain and maintain any required consents necessary to permit the processing of Customer Data under this Agreement.

3.3 Restrictions. Customer will not, and will not allow third parties under its control to: (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Services (subject to Section 3.4 below and except to the extent such restriction is expressly prohibited by applicable law); (b) hold V7 responsible in any way for use of the Services for High Risk Activities; (c) sublicense, resell, or distribute any or all of the Services separate from any integrated Application; (d) create multiple Teams, Applications, Accounts, or Datasets to simulate or act as a single Application, Account, Team, or Dataset (respectively) or otherwise access the Services in a manner intended to avoid incurring Fees or exceed usage limits or quotas; (e) integrate the Annotation and Dataset services within a data and application marketplace which encompasses selling data products related to life science, healthcare, medical, and materials science scientific research through a transactional software-based marketplace; (f) develop Models or Applications used in the interior of: domestic ovens (with or without microwave), steam cookers (with or without microwave), oven/steam cooker combinations and microwave ovens (for domestic use); or (g) process or store any Customer Data, Models, or Applications that undermine the European Union’s Arm Export Control or Arms Trade Treaties.

3.4 Third Party Components. Third party components (which may include open source software) of the Services may be subject to separate license agreements. To the limited extent a third party license expressly supersedes this Agreement, that third party license governs Customer's use of that third party component.

3.5 Documentation. V7 may provide Documentation for Customer's use of the Services. The Documentation may specify restrictions on how the Applications may be built or the Services may be used and Customer will comply with any such restrictions specified.

3.6 Copyright Policy. Customer will not, and will not allow third parties under its control to use any Service to store, copy, or reproduce copyrighted material. V7 may determine whether copyrighted material is being used legally or not through the  input and cooperation of the copyright holder. V7 responds to notices of alleged copyright infringement and terminates accounts of repeat infringers according to applicable copyright laws. If Customer thinks somebody is violating Customer's or Customer End Users' copyrights on the Platform and wants to notify V7, Customer can submit a notice by contacting support@v7labs.com.

4. Suspension.

4.1 AUP Violations. If V7 becomes aware that Customer's or any Customer End User's use of the Services violates the AUP, V7 will give Customer notice of the violation by requesting that Customer correct the violation. If Customer fails to correct the violation within 24 hours of V7’s request, then V7 may Suspend all or part of Customer's use of the Services until the violation is corrected.

4.2 Other Suspension. Notwithstanding Section 4.1 (AUP Violations) V7 may immediately Suspend all or part of Customer's use of the Services if: (a) V7 believes Customer's or any Customer End User's use of the Services could adversely impact the Services, other customers' or their end users' use of the Services, or the V7 and agent network or servers used to provide the Services without V7’s prior written approval; (b) there is suspected unauthorized third-party access to the Services; (c) V7 believes it is required to Suspend immediately to comply with applicable law; or (d) Customer is in breach of Section 3.3 (Restrictions). V7 will lift any such Suspension when the circumstances giving rise to the Suspension have been resolved. At Customer's request, unless prohibited by applicable law, V7 will notify Customer of the basis for the Suspension as soon as is reasonably possible.

5. Intellectual Property Rights and Use of Customer Data.

5.1 Intellectual Property Rights. Except as expressly set forth in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data, and V7 owns all Intellectual Property Rights in the Services and Platform.

5.2 Use of Customer Data. V7 will not access or use Customer Data, except as necessary to provide the Services and TSS to Customer.

5.3 Customer Feedback. If Customer provides V7 Feedback about the Services, then V7 may use that information without obligation to Customer, and Customer hereby irrevocably assigns to V7 all right, title, and interest in that Feedback.

5.4 Benchmarking. Customer may not publicly disclose directly or through a third party the results of any comparative or compatibility testing, benchmarking, or evaluation (each, a "Test") of the Services, unless the disclosure includes all information necessary for V7 or a third party to replicate the Test. If Customer conducts, or directs a third party to conduct, a Test of the Services and publicly discloses the results directly or through a third party, then V7 (or a V7-directed third party) may conduct Tests of any publicly available products or services provided by Customer and publicly disclose the results of any such Test (which disclosure will include all information necessary for Customer or a third party to replicate the Test). To the extent this Section 5.4 conflicts with any other Customer product or service terms, this Section 5.4 will govern.

6. Technical Support Services.

6.1 By Customer. Customer is responsible for technical support of its Datasets, Models, Applications, or any other Services.

6.2 By V7. Subject to payment of applicable support Fees, V7 will provide TSS to Customer during the Term in accordance with the Platform Fees Document and applicable guidelines. Certain TSS levels include a minimum recurring Fee as described in the "Fees" definition below. If Customer downgrades its TSS level during any calendar month, V7 may continue to provide TSS at the same level and TSS Fees before the downgrade for the remainder of that month.

7. Deprecation of Services.

7.1 Discontinuance of Services. Subject to Section 7.2, V7 may discontinue any Services or any portion or feature for any reason at any time without liability to Customer.

7.2 Deprecation Policy. V7 will announce if it intends to discontinue or make backwards incompatible changes to the Services specified in Documentation. V7 will use commercially reasonable efforts to continue to operate those Services versions and features for 30 days, unless (as V7 determines in its reasonable good faith judgment):

(i) required by law or third party relationship (including if there is a change in applicable law or relationship), or

(ii) doing so could create a security risk or substantial economic or material technical burden.

The above policy is the "Deprecation Policy."

8. Confidential Information.

8.1 Obligations. The recipient will not disclose the Confidential Information, except to Affiliates, employees, agents or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to keep it confidential.

8.2 Required Disclosure. Notwithstanding any provision to the contrary in this Agreement, the recipient may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient uses commercially reasonable efforts to: (i) promptly notify the other party of such disclosure before disclosing; and (ii) comply with the other party's reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (i) and (ii) above will not apply if the recipient determines that complying with (i) and (ii) could: (a) result in a violation of Legal Process; (b) obstruct a governmental investigation; and/or (c) lead to death or serious physical harm to an individual. As between the parties, Customer is responsible for responding to all third party requests concerning its use and Customer End Users' use of the Services.

9. Term and Termination.

9.1 Agreement Term. The "Term" of this Agreement will begin on the Effective Date and continue until the Agreement is terminated as set forth in Section 9 of this Agreement.

9.2 Termination for Breach. Either party may terminate this Agreement for breach if: (i) the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (iii) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches. In addition, V7 may terminate any, all, or any portion of the Services, if Customer meets any of the conditions in Section 9.2(i), (ii), and/or (iii).

9.3 Termination for Inactivity. V7 reserves the right to terminate the provision of the Service(s) upon 30 days advance notice if, for a period of 60 days (i) Customer and any Account in the Customer’s Team has not accessed the Platform or an Application has had no network activity; and (ii) such Application has not incurred any Fees for such Service(s).

9.4 Termination for Convenience. Customer may stop using the Services at any time. Customer may terminate this Agreement for its convenience at any time on prior written notice and upon termination, must cease use of the applicable Services. V7 may terminate this Agreement for its convenience by providing 30 days’ advance notice without liability to Customer.

9.5 Effect of Termination. If the Agreement is terminated, then: (i) the rights granted by one party to the other will immediately cease; (ii) all Fees owed by Customer to V7 are immediately due upon receipt of the final electronic bill; (iii) Customer will delete the Software, any Application, Model, Dataset, and any Customer Data; and (iv) upon request, each party will use commercially reasonable efforts to return or destroy all Confidential Information of the other party.

10. Publicity.

Customer is permitted to state publicly that it is a customer of the Services, consistent with V7 Trademark Guidelines found in the Platform Documentation. If Customer wants to display V7 Brand Features in connection with its use of the Services, Customer must obtain written permission from V7. V7 may include Customer's name or Brand Features in a list of V7’s customers, online or in promotional materials unless agreed otherwise in writing. V7 may also verbally reference Customer as a customer of the Services. Neither party needs approval if it is repeating a public statement that is substantially similar to a previously-approved public statement. Any use of a party's Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features. A party may revoke the other party's right to use its Brand Features under this Section with written notice to the other party and a reasonable period to stop the use.

11. Representations and Warranties.

Each party represents and warrants that: (a) it has full power and authority to enter into the Agreement; and (b) it will comply with all laws and regulations applicable to its provision, or use, of the Services, as applicable. V7 warrants that it will provide the Services in accordance with the applicable SLA (if any).

12. Disclaimer.

THE SERVICE OFFERINGS ARE PROVIDED “AS IS.” EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, V7 AND ITS SUPPLIERS DO NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NON-INFRINGEMENT. V7 AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR THE DELETION OF OR FAILURE TO STORE ANY CUSTOMER DATA AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH USE OF THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR SECURING AND BACKING UP ITS APPLICATIONS, MODELS, ANNOTATIONS, AND CUSTOMER DATA. NEITHER V7 NOR ITS SUPPLIERS, WARRANTS THAT THE OPERATION OF THE SOFTWARE OR THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. NEITHER THE SOFTWARE NOR THE SERVICES ARE DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES.

13. Limitation of Liability.

13.1 Limitation on Indirect Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR V7’S SUPPLIERS, WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF THE PARTY HAS BEEN ADVISED OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.

13.2 Limitation on Amount of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR V7’S SUPPLIERS, MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO V7 UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

13.3 Exceptions to Limitations. These limitations of liability do not apply to violations of a party's Intellectual Property Rights by the other party, indemnification obligations, or Customer's payment obligations.

14. Indemnification.

14.1 By Customer. Unless prohibited by applicable law, Customer will defend and indemnify V7 and its Affiliates against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from: (i) any Application, Model, Annotation-related Service, Customer Data or Customer Brand Features; or (ii) Customer's, or Customer End Users', use of the Services in violation of the AUP.

14.2 By V7. V7 will defend and indemnify Customer and its Affiliates against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising solely from an Allegation that use of (a) V7's technology used to provide the Services or (b) any V7 Brand Feature infringes or misappropriates the third party's patent, copyright, trade secret, or trademark.

14.3 Exclusions. This Section 14 will not apply to the extent the underlying Allegation arises from:

a. the indemnified party's breach of this Agreement;

b. modifications to the indemnifying party's technology or Brand Features by anyone other than the indemnifying party;

c. combination of the indemnifying party's technology or Brand Features with materials not provided by the indemnifying party; or

d. use of non-current or unsupported versions of the Services or Brand Features;

14.4 Conditions. Sections 14.1 and 14.2 will apply only to the extent:

a. The indemnified party has promptly notified the indemnifying party in writing of any Allegation(s) that preceded the Third-Party Legal Proceeding and cooperates reasonably with the indemnifying party to resolve the Allegation(s) and Third-Party Legal Proceeding. If breach of this Section 14.4(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party's obligations under Section 14.1 or 14.2 (as applicable) will be reduced in proportion to the prejudice.

b. The indemnified party tenders sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party's prior written consent, not to be unreasonably withheld, conditioned, or delayed.

14.5 Remedies.

a. If V7 reasonably believes the Services might infringe a third party's Intellectual Property Rights, then V7 may, at its sole option and expense: (a) procure the right for Customer to continue using the Services; (b) modify the Services to make them non-infringing; or (c) replace the Services with a non-infringing, functionally equivalent alternative.

b. If V7 does not believe the remedies in Section 14.5(a) are commercially reasonable, then V7 may Suspend or terminate Customer's use of the impacted Services.

14.6 Sole Rights and Obligations. Without affecting either party's termination rights, this Section 14 states the parties' only rights and obligations under this Agreement for any third party's Intellectual Property Rights Allegations and Third-Party Legal Proceedings.

15. Miscellaneous.

15.1 Notices. All notices must be in writing and addressed to the other party's legal department and primary point of contact. The email address for notices being sent to V7 is legal@v7labs.com. Notice will be treated as given on receipt as verified by written or automated receipt or by electronic log (as applicable).

15.2 Assignment. Neither party may assign any part of this Agreement without the written consent of the other, except to an Affiliate where: (a) the assignee has agreed in writing to be bound by the terms of this Agreement; (b) the assigning party remains liable for obligations under the Agreement if the assignee defaults on them; and (c) the assigning party has notified the other party of the assignment. Any other attempt to assign is void.

15.3 Change of Control. If a party experiences a change of Control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) that party will give written notice to the other party within thirty days after the change of Control; and (b) the other party may immediately terminate this Agreement any time between the change of Control and thirty days after it receives that written notice.

15.4 Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

15.5 No Agency. This Agreement does not create any agency, partnership or joint venture between the parties.

15.6 No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

15.7 Severability. If any term (or part of a term) of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.

15.8 No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.

15.9 Equitable Relief. Nothing in this Agreement will limit either party's ability to seek equitable relief.

15.10 Governing Law. This Agreement shall be governed by and construed in accordance with English law. The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.

15.11 Amendments. Except as set forth in Section 1.7(b) or (c), any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.

15.12 Survival. The following Sections will survive expiration or termination of this Agreement: 5, 8, 9.5, 13, 14, and 15.

15.13 Entire Agreement. This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in this Agreement. The terms located at a URL referenced in this Agreement and the Documentation are incorporated by reference into the Agreement. After the Effective Date, V7 may provide an updated URL in place of any URL in this Agreement.

15.14 Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Agreement, and the terms at any URL. If V7 provides this Agreement in more than one language for the country of your billing address, and there is a discrepancy between the English text and the translated text, the English text will govern.

Definitions

  • "Term" has the meaning set forth in Section 9 of this Agreement.
  • "Services" means any and all services available through the V7 Darwin (known as Graphotate if prior to June 2019) platform (including any associated APIs) which may be summarized into dataset management, image annotation, model training, and application services and are illustrated in the Platform Documentation page.
  • “Platform” means the console(s) and/or tool(s) provided by V7 to customer for administering the Services.
  • “Documentation” means the page listed as “Documentation” in the platform containing technical and legal documentation.
  • "Application(s)" means any web or other application Customer creates using the Services, including any source code written by Customer to be used with the Services, or any model, inference, data management, or annotation system made possible through the use of the Services.
  • "Customer Data" means content provided to V7 by Customer (or at its direction) via the Services under the Account.
  • "Account" means Customer's V7 Darwin or Graphotate account, with access to any Team Accounts they are part of.
  • “Team” means an Account associated to a group of Accounts that share Services and Fees.
  • "Token" means an alphanumeric key that is uniquely associated with Customer's Account or Team.
  • "Data Processing and Security Terms" means the terms set forth under the “Data Processing and Security” section of the Platform Documentation.
  • "Service Specific Terms" means the terms specific to one or more Services set forth in the Platform Documentation.
  • "Fee Threshold" means the threshold (as may be updated from time to time), as applicable for certain Services before which the Services are offered free of charge, as set forth in the Fees section of Documentation or sent to Customer in the form of a Platform Fees Document.
  • “Platform Fees Document” refers to a document containing Fees for Services not present in the Fees section of Documentation. This document must be directly addressed to Customer and only the latest version available will be valid, and is valid only for the addressed Customer. The Fees present on this document, if identical in name to those present in the Fees section of Documentation, replace the latter.
  • "Fee Accrual Period" means a calendar month or another period specified by V7 in the Platform.
  • "Fees" means the applicable fees for each Service and any applicable Taxes. The Fees for each Service are set forth in Documentation or a Platform Fees Document.
  • “Team Owner” means the Account set as “owner” in the platform team settings responsible for Online Billing for Customer use of the Platform.
  • “TSS” means the technical support services provided by V7 to the Customer. TSS Fees are found in the Platform Fees Document if requested.
  • “Private Cloud” means the private cloud Services provided by V7 listed to enable Data Location Selections outside of facilities engaged by V7 or its agents, with fees listed in the Platform Fees Document if provided.
  • “On-Premise” means a locally implemented version of the Platform including maintenance Services provided by V7, with fees listed in the Platform Fees Document if provided.
  • “Package Purchases” means any bundle of Services listed under the “Packages” section in the Fees section of Documentation (if present) or the Platform Fees Document.
  • "SLA" means each of the then-current service level agreements found in the Platform Documentation.
  • "Brand Features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.
  • "AUP" means the acceptable use policy set forth in the Acceptable Use Policy section of Documentation for the Services.
  • "Customer End Users" means the individuals or entities Customer permits to use Applications, Models, Annotation Tools, or Customer Data on the Platform.
  • “Models” means machine learning or image recognition models.
  • “Annotation Tools” means tools for annotating image data of any format on the Platform.
  • "High Risk Activities" means activities where the use or failure of the Services could lead to death, personal injury, or environmental damage (such as operation of nuclear facilities, air traffic control, life support systems, or weaponry).
  • “Dataset” means a set of images bundled together on the Platform enabling filtering and other management options.
  • "Legal Process" means a data disclosure request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process.
  • "Confidential Information" means information that one party (or an Affiliate) discloses to the other party under this Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient. Subject to the preceding sentence, Customer Data is considered Customer's Confidential Information.
  • "Trademark Guidelines" means V7’s Guidelines for Third Party Use of V7 Brand Features.
  • "Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.
  • "Allegation" means an unaffiliated third party's allegation.