V7 Platform Subscription Terms and Conditions
October 13, 2022 and earlier
Previous versions
April 4, 2019
October 12, 2022
CUSTOMER WISHES TO ACCESS THE V7 PLATFORM (HAVING REGARD TO THE V7 SUITE SPECIFIED IN THE RELEVANT ORDER). THESE PLATFORM SUBSCRIPTION TERMS AND CONDITIONS (THE “TERMS AND CONDITIONS”) GOVERN AND CONDITION THE NATURE AND SCOPE OF THE SERVICES TO BE PROVIDED BY V7 TO CUSTOMER.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY CREATING AN ACCOUNT ON THE V7 PLATFORM, SIGNING AN ORDER WHICH INCORPORATES THESE TERMS AND CONDITIONS OR OTHERWISE USING THE V7 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 LTD; 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 SERVICES.
1. INTERPRETATION
1.1. The following definitions apply to these Terms and Conditions:
(a) “Access Credentials”: means the user log-in credentials to enable Authorised Users to access the V7 Platform.
(b) “Affiliate”: means any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.
(c) “Anonymised” means anonymised data, including Input Data, such that any individual/entity to whom the data relates cannot be identified, directly or indirectly, by V7 or any third-party.
(d) “Authorised Users”: means those Customer Personnel who are authorised by Customer to access the V7 Platform (including ‘Users’, ‘Admins’, ‘Managers’ and ‘Workers’).
(e) “Business Day”: means any day which is not a Saturday, Sunday or public holiday in the United Kingdom and on which the banks are open for business in London.
(f) “Customer”: means the person or entity placing an Order to purchase access to the V7 Platform.
(g) “Documentation”: means the manuals, product literature, instructions, schematics, and drawings prepared or published by V7 that describe or relate to the V7 Technology and its use, operation, features, functionality and capabilities.
(h) “Effective Date”: means, as applicable: (i) the date on which the Freemium Period begins (if any); (ii) the date on which the Trial Period beings (if any); (iii) the date on which the Pilot Period begins (if any); or (iv) the date on which the Initial Term begins.
(i) “Fees”: means any or all of the fees and charges set out in an Order, including Pilot Fees and Subscription Fees (as applicable).
(j) “Freemium Period”: means any period of time during which Customer is using the V7 Technology pursuant to a Freemium V7 Package.
(k) “Freemium V7 Package”: means any V7 Package available to Customer free of charge as made available by V7 from time to time in its own discretion, including V7’s ‘Education’ V7 Package.
(l) “Initial Term”: means the initial term of Customer’s subscription as specified in an Order.
(m) “Input Data”: means any data, media, information or other content that is inputted by or on behalf of Customer (including by Authorised Users) to the V7 Platform.
(n) “Intellectual Property Rights”: means all copyright and related rights, patents, rights to inventions, utility models trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
(o) “Labelling 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 V7 Technology; 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 V7 Technology, but in each case which is distinct from V7 Technology.
(p) “Losses”: means all losses, liabilities, damages, costs, claims, charges, demands, actions, proceedings and expenses (including legal and professional fees and disbursements and costs of investigation, litigation, settlement, judgement, interest and penalties).
(q) “Minimum System Requirements”: means the minimum system requirements for devices used to access the V7 Technology, as updated by V7 from time to time and available here: v7labs.com/terms/msr.
(r) “Open Dataset”: means Input Data which Customer has marked as ‘open’ on the V7 Platform and which, as a result, is intended to be accessible by other users of the V7 Platform or the general public via the Internet.
(s) “Order”: means the order placed by Customer for access to the V7 Platform which incorporates these Terms and Conditions.
(t) “Output Data”: means any content generated by the V7 Platform in course of the ordinary operation thereof, including the results of analysing the Input Data using the V7 Technology.
(u) “Owned Model”: means any algorithm or machine learning model developed, licensed or sourced by Customer independently from V7 or the V7 Technology and loaded onto the V7 Platform by Customer for exploitation, operation and/or training through the V7 Platform.
(v) “Payment Terms” means the payment terms for Fees specified in an Order.
(w) “Personal Data”: means any information that relates to an identified or identifiable individual.
(x) “Personnel”: means a Party’s employees, agents, consultants or contractors.
(y) “Pilot Period”: means the pilot period specified in an Order (if any).
(z) “Pilot Period Fees” means the pilot period fees specified in an Order (if any).
(aa) “Renewal Term”: means any renewal term of Customer’s subscription upon expiry of the Initial Term, as specified in an Order.
(bb) “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 set out in Annex 1 (Service Level Agreement) to these Terms and Conditions, and “Service Levels” means the levels of performance of the V7 Platform set out therein.
(cc) “Subscription Fees” means the subscription fees specified in an Order.
(dd) “Term”: means collectively the Freemium Period (if any), the Trial Period (if any), the Pilot Period (if any), any Initial Term and any Renewal Term(s).
(ee) “Third Party Content”: means any and all content, data, media, information, software (including all Intellectual Property Rights relating thereto or subsisting therein) that is owned by and/or licensed from a third-party, including any datasets or models made available through the V7 Technology which is licensed on an open source basis.
(ff) “Trial Period”: means any period of time during which Customer is using the V7 Technology pursuant to a Trial V7 Package.
(gg) “Trial V7 Package”: means any access to the V7 Technology made available to Customer on a trial basis and free of charge by V7 from time to time in its own discretion.
(hh) “Usage Credits” means the number of annotations that can be performed by Customer.
(ii) “V7 Data”: means any data, media, information or other content that is accessible via the V7 Technology (excluding any Input Data and Output Data).
(jj) “V7 Model”: means any algorithm or machine learning model developed or licensed by V7 and forming part of the V7 Technology, which is made available through the V7 Platform for use by Customer.
(kk) “V7 Package”: means the specific functionality of, and level of access to, the V7 Platform specified in an Order.
(ll) “V7 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 analyse Input Data, together with any V7 Data comprised therein or accessed thereby.
(mm) “V7 Technology”: means the V7 Platform, and any website and application or software used to access the V7 Platform, together with any and all technology and software owned or used by V7, including any associated algorithms, machine learning models, data analysis models, application programming interfaces (APIs), dedicated servers and virtual environments, processes, materials, tools, and business methods relating thereto, including, in each case any and all: (a) updates thereto; (b) documentation relating thereto; (c) Intellectual Property Rights therein or thereto; and (d) any benchmarking, analytics or technical data relating to the performance or operation thereof.
(nn) “V7”: means V7 Ltd, a company incorporated and registered in England with company number 11499928.
1.2. To the extent not defined in this Clause 1, the capitalised terms set out in an Order shall have the meaning given to them therein.
1.3. References to “Clauses” in these Terms and Conditions are references to the clauses of these Terms and Conditions and references to “Paragraphs” are to the paragraphs of the Annexes to these Terms and Conditions.
1.4. A “person” includes a natural person, corporate or unincorporated body.
1.5. Any reference to these Terms and Conditions terminating shall, where the context requires, include a reference to these Terms and Conditions terminating by expiry of the Term.
1.6. Unless the context otherwise requires, words in the singular include the plural, and words in the plural include the singular, and references to one gender are references to the other genders.
1.7. A reference to a statute of statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.8. The words “include” and “including” (or similar) shall be construed as illustrative only and shall not limit the sense of the description, definition, phrase or term(s) that comes before the relevant term.
1.9. Any reference to an English legal term for any action, remedy, method or judicial proceedings legal document, legal status, court, official, or any other legal concept shall, in respect of any other jurisdiction than England be deemed to include the legal term which most nearly approximates in that jurisdiction to the English legal term.
1.10. Any reference to the “Parties” means V7 and Customer and “Party” shall mean one of them.
2. FREEMIUM ACCESS AND TRIAL ACCESS
2.1. V7 may from time to time offer a Freemium V7 Package and/or a Trial V7 Package which allow Customer to use the V7 Platform free of charge, subject to a number of restrictions as set out during the sign-up process and on the V7 Platform.
2.2. Where Customer uses any Freemium V7 Package or any Trial V7 Package, unless terminated earlier pursuant to the terms of Clause 24, these Terms and Conditions shall commence on the Effective Date and continue during the Freemium Period or Trial Period (as applicable).
2.3. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS AND CONDITIONS (INCLUDING PURSUANT TO CLAUSES 6 AND 8), CUSTOMER ACKNOWLEDGES AND AGREES THAT THE ‘FREEMIUM’ V7 PACKAGE AND ‘TRIAL’ V7 PACKAGE ARE OFFERED FREE OF CHARGE ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS. V7 MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER ORAL, STATUTORY, EXPRESS, IMPLIED, BY COURSE OF COMMUNICATION OR DEALING OR OTHERWISE. V7 SPECIFICALLY DISCLAIM ANY WARRANTY WITH REGARD TO FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, COMPLETENESS, TRUTHFULNESS, ACCURACY, RELIABILITY, PERFORMANCE, OR ANY OTHER QUALITIES OR ATTRIBUTES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, V7 DOES NOT WARRANT THAT THE V7 TECHNOLOGY WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION, AND V7 GRANTS NO WARRANTY REGARDING ITS USE OR THE RESULTS THEREFROM.
2.4. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS AND CONDITIONS (INCLUDING PURSUANT TO CLAUSES 6 AND 8), V7 SHALL NOT IN ANY CIRCUMSTANCES BE LIABLE TO CUSTOMER WHETHER IN CONTRACT, TORT (INCLUDING FOR NEGLIGENCE), BREACH OF STATUTORY DUTY (HOWSOEVER ARISING), MISREPRESENTATION (WHETHER INNOCENT OR NEGLIGENT), RESTITUTION OR OTHERWISE, FOR ANY CLAIMS, DAMAGES, LOSSES, LIABILITIES OR FOR ANY OTHER REASON OR CAUSE WHATSOEVER ARISING IN CONNECTION WITH CUSTOMER’S USE OF THE V7 TECHNOLOGY THROUGH A ‘FREEMIUM’ V7 PACKAGE OR ‘TRIAL’ V7 PACKAGE.
3. COMMENCEMENT AND DURATION
3.1. Unless terminated earlier pursuant to the terms of Clause 24, any Order shall:
(a) commence on the Effective Date;
(b) continue for the Pilot Period (if any);
(c) continue thereafter for the Initial Term, unless Customer gives written notice to V7 before the end of the Pilot Period (if any) to terminate the Order at the end of the Pilot Period (if any); and
(d) upon expiry of the Initial Term, automatically renew for further successive Renewal Terms at the end of the Initial Term and at the end of each Renewal Term, unless and until either Party informs the other Party of its intention to terminate the Order at the end of the Initial Term or then-current Renewal Term by providing at least thirty (30) days’ advance notice.
4. FEES
4.1. All Fees payable by Customer for access to the V7 Platform are as set out in an Order.
4.2. By purchasing a V7 Package and providing us with payment card details or other payment information at checkout, Customer authorises V7 (acting by its payment processor) to charge the relevant payment method for the full amount of Fees in accordance with the Payment Terms.
4.3. All prices for V7 Packages are exclusive of value-add tax or other sales taxes (where applicable).
4.4. The prices of some of the V7 Packages come with a maximum number of Usage Credits. Should Customer’s use of the V7 Platform exceed the number of Usage Credits applicable to the V7 Package that Customer selected, V7 may restrict Customer’s access to the V7 Platform until Customer upgrades its V7 Package or reaches a new billing period. Customer acknowledges and agrees that: (i) unused Usage Credits will expire at the end of the Initial Term or then-current Renewal Term; and (ii) unused Usage Credits are non-refundable.
4.5. V7 may adjust the Fees charged for V7 Packages at any time. If that happens, V7 will notify Customer in writing and the adjusted Fees will come into effect at the start of the next Renewal Term.
4.6. In addition to any other rights or remedies available to V7, if Customer fails to pay any sums by the due date:
(a) any portion of any sums that is not paid when due and payable will accrue interest equal to five percent (5%) per annum above the base lending rate from time to time of Barclays Bank, accruing on a daily basis and being compounded quarterly, from the time the indebtedness arose, with interest on all overdue interest accruing at the same rate and calculated and payable in the same manner until fully paid, whether before or after judgment; and
(b) V7 may immediately suspend Customer’s access to the V7 Platform and/or any and all other parts of its services until payment of the sums is made by Customer in full.
5. LICENSING OF V7 TECHNOLOGY
5.1. Subject to Customer’s and its Authorised Users’ continuing compliance with these Terms and Conditions (including payment of all Fees due and payable in accordance with Clause 4 and the restrictions set out in Clause 7), V7 hereby grants Customer a limited, personal, non-exclusive, non-transferable right for its Authorised Users to access and use the features and functions of the V7 Technology (including V7 Models) during the Term as part of Customer’s internal business operations.
5.2. The licence granted in Clause 5.1 is subject to any limitations applicable to the V7 Package purchased by Customer under an Order.
5.3. Customer is solely responsible for all activities that Authorised Users undertake on the V7 Technology. Customer shall immediately notify V7 of any unauthorised use of any Authorised User’s Access Credentials. V7 will not be liable for any Losses arising from Customer’s failure to ensure each Authorised User maintains the confidentiality of its Access Credentials.
5.4. In relation to the Authorised Users, Customer undertakes that:
(a) it shall ensure that:
(i) only Authorised Users access the V7 Platform; and
(ii) each Authorised User maintains the confidentiality of their Access Credentials; and
(b) it will not allow or suffer any Access Credentials allocated to an Authorised User to be used by more than one individual Authorised User; and
(c) it shall immediately notify V7 if any Authorised User ceases to be employed or otherwise engaged by Customer.
5.5. Customer acknowledges and agrees that V7 may from time to time make commercially reasonable updates to the V7 Technology and the way it operates in its sole discretion.
5.6. Customer acknowledges and agrees that V7 may from time 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 of the same to Customer, and Customer’s licence will be transferred to an alternative V7 Package (subject to the relevant V7 Package’s Fees as applicable at the relevant time) upon expiry of the Initial Term or then-current Renewal Term (unless Customer chooses to terminate the licence in accordance with Section 23).
6. SERVICE LEVELS AND SUPPORT
6.1. V7 will provide access to the V7 Platform in a manner that meets or exceeds the Service Levels.
6.2. V7 will use commercially reasonable efforts to provide technical support to Customer as detailed in the Service Levels. For the avoidance of doubt, any support will be limited to technical assistance to ensure the proper operation of the V7 Technology, and V7 will not under any circumstances assist Customer with operating Owned Models or developing Labelling Models.
7. RESTRICTIONS
7.1. Customer shall not, nor shall it instruct or permit, procure, enable or request any third-party (including its Authorised Users and other Personnel) to, take any action designed or intended to:
(a) use the V7 Technology (or any part thereof) in any manner or for any purpose that is inconsistent with these Terms and Conditions;
(b) use the V7 Technology (or any part thereof) in any manner or for any purpose that is inconsistent with V7’s Acceptable Use Policy from time to time (available at https://www.v7labs.com/terms/aup);
(c) provide or otherwise make the V7 Technology (or any part thereof) available to any third-parties other than to Authorised Users;
(d) use the V7 Technology (or any part thereof) to:
(i) create, market or distribute any product or service that is competitive with the V7 Platform or any other part of the V7 Technology; or
(ii) act as a service bureau on behalf of, or otherwise provide processing or services support to, any third-party;
(e) introduce to the V7 Technology any ‘back door’, ‘drop dead device’, ‘time bomb’, ‘Trojan horse’, ‘virus’, or ‘worm’ (as such terms are commonly understood in the software industry) or any other equivalent code, software routine or instructions designed or intended to disrupt, disable, harm or otherwise impede in any manner the operation of the V7 Technology or any device or system owned or controlled by V7 or any third-party, or which otherwise may damage or destroy any data or file;
(f) modify, copy, resell, rent, lease, sub-licence, load, merge, adapt or translate the V7 Technology (or any part thereof);
(g) contest, challenge or otherwise make any claim or take any action adverse to V7’s ownership of, or interest in, the V7 Technology (or any part thereof);
(h) re-use, disseminate, copy or otherwise use the V7 Technology (or any part thereof) in a way that infringes, misappropriates, or violates any Intellectual Property Rights or other right of V7 or any third-party; or
(i) remove, alter, obscure V7’s trade mark, copyright notice or any other proprietary notice from the V7 Technology (or any part thereof).
(j) interfere with the proper working of the V7 Technology;
(k) circumvent, disable, or interfere with security-related features of the V7 Technology or features that prevent or restrict use, access to, or copying the V7 Technology, or that enforce limitations on use of the V7 Technology;
(l) impose (or which may impose, in V7’s sole discretion) an unreasonable or disproportionately large load on the V7 Technology; or
(m) reverse-engineer, decompile, unbundle, disassemble, or create derivative works based on the V7 Technology (or any part thereof) unless, and to the limited extent that, applicable laws of Customer’s jurisdiction require V7 to give Customer the right to do so to obtain information necessary to render the V7 Technology interoperable with other software; provided, however, that Customer must first request such information from V7, and V7 may (in its sole discretion) either provide such information to Customer or impose reasonable conditions on such use of the source code for the V7 Technology to ensure that V7 and its licensors’ proprietary rights in the source code for the V7 Technology are protected.
8. V7’S WARRANTIES AND INDEMNITIES
8.1. Subject to Clause 18, Clause 26.1 and Annex 1 (Service Level Agreement), V7 warrants that during the Term, the V7 Technology will:
(a) materially conform to the then-current Documentation when used in accordance therewith and the terms of these Terms and Conditions;
(b) be delivered and maintained with reasonable skill and care; and
(c) comply with all applicable laws and regulations.
8.2. The warranty set forth in Clause 8.1 shall not apply:
(a) in the event that Customer or any third-party has breached any of the restrictions outlined in Clause 7; or
(b) to any defects or issues arising as a result of any use of the V7 Technology in combination with other products, hardware, equipment, software, or data (including Third Party Content) not expressly authorised by V7 to be used with the V7 Technology.
8.3. Subject to Annex 1 (Service Level Agreement), V7’s sole liability, and Customer’s sole remedy, for breach of the warranty in Clause 8.1 shall be V7’s use of commercially reasonable efforts to remedy defects covered by such warranty within thirty (30) days of receipt of notice of such defect or, at V7’s option, a refund of the sums paid by Customer for the defective element of the V7 Technology on a pro-rated basis.
8.4. Each Party warrants and represents on an ongoing basis that it has, and undertakes that it shall continue to have for the duration of these Terms and Conditions, the requisite power, capacity and authority to enter into these Terms and Conditions and to carry out the obligations under these Terms and Conditions.
8.5. Subject to Clauses 8.6 and 8.7, V7 shall indemnify Customer from and against Losses incurred by Customer as a result of amounts awarded in judgement or settlement of any third-party claim or proceeding against Customer that Customer’s use of the V7 Technology, within the scope of the rights of use granted to Customer under these Terms and Conditions, infringes the Intellectual Property Rights of a third-party.
8.6. Customer shall notify V7 in full, accurate and complete detail in writing promptly after it becomes aware of any event or any allegation, claim, demand, proceeding or other action, which it believes may give rise to a claim for indemnification under Clause 8.5 (an “Indemnified Claim”). Customer shall:
(a) allow V7 sole authority to control the defence and settlement of any Indemnified Claim;
(b) provide V7 with all reasonable cooperation in the defence of any Indemnified Claim; and
(c) not settle or compromise any Indemnified Claim or make any admission of liability without the express prior written consent of V7.
8.7. Notwithstanding Clause 8.5 or any provision of these Terms and Conditions to the contrary, V7 shall have no liability whatsoever to Customer in respect of any Indemnified Claim based on or arising directly or indirectly as a result of:
(a) customer exceeding the scope of any right, licence or consent to use the V7 Technology under these Terms and Conditions;
(b) any use of the V7 Technology not in accordance with these Terms and Conditions or the Documentation;
(c) a breach by Customer or any third-party of any of the restrictions outlined in Clause 7;
(d) any use of the V7 Technology in combination with other products, hardware, equipment, software or data not expressly authorised by V7 to be used with the V7 Technology; or
(e) any modification of the V7 Technology by any person other than V7 or its expressly authorised agents or any third-party that performs any element of the services described in these Terms and Conditions for or on behalf of V7.
9. CUSTOMER DEPENDENCIES
9.1. In order to permit V7 to provide Authorised Users with access to the V7 Technology in accordance with the terms of these Terms and Conditions, Customer shall ensure that:
(a) all Authorised Users have installed, and access the V7 Technology 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 Authorised Users to access and use the V7 Technology;
(c) it only accesses the V7 Technology using devices that meet the Minimum System Requirements;
(d) it shall maintain connectivity to the extent necessary to prevent network performance degradation;
(e) it shall implement and maintain effective security policies and procedures to prevent unauthorised disclosure of Access Credentials and unauthorised access to the V7 Technology;
(f) it shall obtain or procure all authorisations, instructions and/or permissions as may be necessary for V7 to provide Authorised Users with access to the V7 Technology; and
(g) it shall make available to V7 its employees and other staff members (in such number and with such level of seniority) as may be reasonably required in the circumstances to address any issue with the implementation, provision or cessation of access to the V7 Technology.
9.2. V7 shall be relieved from any failure to comply with its obligations to provide Authorised Users with access to the V7 Technology 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 8.1.
10. ADD-ON SERVICES
10.1. V7 may from time to time offer to Customer access to additional services through the V7 Platform, such as, without limitation, data labelling and annotation services.
10.2. V7 shall use reasonable efforts to ensure that any additional services offered through the V7 Platform are of a good industry standard and materially conform to the description of such services as displayed on the V7 Platform or as otherwise specified in an Order.
10.3. Customer acknowledges and agrees that V7 is acting as a reseller of any additional services made available through the V7 Platform 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. Notwithstanding the foregoing, V7 shall use commercially reasonable efforts to: (i) ensure that any such additional services are delivered to Customer’s reasonable satisfaction; and (ii) facilitate the resolution of any dispute between Customer and the provider of any such additional services.
11. OWNERSHIP OF V7 TECHNOLOGY
11.1. As between the Parties, V7 retains sole ownership of all right, title and interest, including all Intellectual Property Rights, in and to the V7 Technology (subject only to any Input Data or Output Data comprised therein).
11.2. Customer will not acquire any right, title or interest in or to the V7 Technology (subject only to the limited licence granted under Clause 5.1) and V7 reserves all rights therein and thereto not expressly granted in these Terms and Conditions.
12. OWNERSHIP AND LICENSING OF LABELLING MODELS
12.1. Customer acknowledges and agrees that Labelling Models shall constitute derivative works of V7 Technology, and as such, as between the Parties, all Intellectual Property Rights in and to any Labelling Model shall vest in V7 upon their creation absolutely.
12.2. Customer will not acquire any right, title or interest in or to any Labelling Model (subject only to the limited licences granted under Clause 12.3) and V7 reserves all rights therein and thereto not expressly granted in these Terms and Conditions.
12.3. V7 hereby grants to Customer a limited, personal, exclusive, non-transferable right for its Authorised Users to access and use any Labelling Model during the Term as part of Customer’s internal business operations.
13. OWNERSHIP AND LICENSING OF OWNED MODELS
13.1. As between the Parties, Customer retains sole ownership of all right, title and interest, including all Intellectual Property Rights, in and to any Owned Model.
13.2. V7 will not acquire any right, title or interest in or to any Owned Model (subject only to the limited licences granted under Clause 13.3) and Customer reserves all rights therein and thereto not expressly granted in these Terms and Conditions.
13.3. Customer hereby grants to V7 a non-exclusive, worldwide, royalty-free, irrevocable during the Term, licence to use any Owned Model for the purpose of delivering access to Customer to the V7 Technology as contemplated under these Terms and Conditions.
14. OWNERSHIP AND LICENSING OF INPUT DATA
14.1. As between the Parties, Customer retains sole ownership of all right, title and interest, including all Intellectual Property Rights, in and to the Input Data.
14.2. V7 will not acquire any right, title or interest in or to the Input Data (subject only to the limited licences granted under Clause 14.3) and Customer reserves all rights therein and thereto not expressly granted in these Terms and Conditions.
14.3. Customer hereby grants to V7:
(a) a non-exclusive, worldwide, royalty-free, irrevocable during the Term, licence to use the Input Data for the purpose of delivering access to Customer to the V7 Technology as contemplated under these Terms and Conditions; and
(b) a non-exclusive, sublicensable, transferable, perpetual, irrevocable, worldwide licence to use the Input Data in an Anonymised and federated form for the purpose of enabling V7 to monitor, analyse and improve the performance of the V7 Technology.
14.4. Notwithstanding anything to the contrary, Customer acknowledges and agrees that, to the extent Customer is using the V7 Technology as part of a free ‘Freemium’ V7 Package or ‘Trial V7 Package’, any Input Data uploaded to the V7 Platform shall automatically be considered an Open Dataset and be licensed in accordance with Clause 16.
15. OWNERSHIP AND LICENSING OF OUTPUT DATA
15.1. As between the Parties, all Intellectual Property Rights in and to the Output Data shall vest in Customer upon their creation absolutely.
15.2. V7 will not acquire any right, title or interest in or to the Output Data (subject only to the limited licences granted under Clause 15.3) and Customer reserves all rights therein and thereto not expressly granted in these Terms and Conditions.
15.3. Customer hereby grants to V7:
(a) a non-exclusive, worldwide, royalty-free, irrevocable during the Term, licence to use the Output Data for the purpose of delivering access to Customer to the V7 Technology as contemplated under these Terms and Conditions; and
(b) a non-exclusive, sublicensable, transferable, perpetual, irrevocable, worldwide licence to use the Output Data in an Anonymised and federated form for the purpose of enabling V7 to monitor, analyse and improve the performance of the V7 Technology (including for the purposes of improving the algorithms and machine learning models made available through the V7 Platform), solely to the extent that such Output Data has not been marked as an Open Dataset.
16. OPEN DATASETS
16.1. Customer may from time to time be given the opportunity to mark all or part of its Input Data as ‘open’ through the V7 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 V7 Platform under the CC BY 4.0 licensing terms (available here: https://creativecommons.org/licenses/by/4.0/) subject only to the restrictions specified therein.
16.2. Customer acknowledges and agrees that V7 and other users of the V7 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 V7 Platform. V7 shall not be responsible for the collection and use of Open Datasets by other users of the V7 Platform.
17. CUSTOMER’S WARRANTIES AND INDEMNITIES
17.1. Although V7 will use commercially reasonable efforts to regularly back up Owned Models and Input Data uploaded to the V7 Platform, V7 shall not be responsible for any loss, destruction, alteration or disclosure of Owned Models or Input Data caused by any third-party. Customer will be responsible for maintaining back-up copies of all Owned Models or Input Data residing in or relying in any way on the V7 Technology.
17.2. Customer warrants and represents on an ongoing basis that, throughout the Term:
(a) it shall have the necessary rights, power, consents and authority to transmit Owned Models and Input Data to V7 under, and in the fashion described in, these Terms and Conditions; and
(b) it has lawfully collected, and has a lawful basis for sharing with V7 as contemplated under these Terms and Conditions, any Personal Data included in Input Data or Output Data.
17.3. Customer will indemnify, defend and hold V7 and its officers, directors, employees and agents harmless from and against any and all Losses arising from or in connection with, Customer’s breach of the warranty, representation and/or undertaking given in Clause 17.2.
18. DATA PROTECTION
18.1. 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 Annex 2 (Data Processing Addendum) to these Terms and Conditions.
18.2. In the case of any inconsistency, conflict or ambiguity between any of the provisions of these Terms and Conditions and Annex 2 (Data Processing Addendum), the provisions of Annex 2 (Data Processing Addendum) shall prevail in preference to these Terms and Conditions.
19. THIRD PARTY CONTENT
19.1. Certain elements of the V7 Platform may permit or enable Customer and/or its Authorised Users to search for, find, store, manage, access or use Third Party Content.
19.2. Customer acknowledges that V7 does not warrant, represent, endorse, support or guarantee the completeness, truthfulness, accuracy, reliability, performance, fitness for purpose or any other attributes of any Third Party Content, nor shall V7 be responsible for reviewing or attempting to verify the accuracy or currency of any Third Party Content.
19.3. Customer acknowledges that:
(a) Customer and/or its Authorised 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 Authorised Users may be unable to access:
(i) such Third Party Content; and/or
(ii) any or all of those elements of the V7 Platform that permit or enable Customer and/or its Authorised Users to search for, find, store, manage, access or use such Third Party Content.
19.4. To the fullest extent permitted by applicable law, V7 expressly disclaims any and all express or implied terms of any nature relating to Third Party Content.
19.5. As between Customer and V7, Customer is solely responsible for:
(a) any Third Party Content installed in, used with or accessed via the V7 Platform;
(b) determining the suitability of any Third Party Content for its intended use by Customer; and
(c) as necessary for its intended use, verifying the authenticity and accuracy of the Third Party Content prior to using it.
20. CONFIDENTIAL INFORMATION
20.1. In these Terms and Conditions, “Confidential Information” means any information that is clearly labelled or identified as confidential, or ought to reasonably be treated as being confidential, and includes the V7 Technology, Input Data, Output Data and any screenshots of the operation of the V7 Technology.
20.2. Confidential Information excludes any information which:
(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 and that independent development can be shown by written evidence; or
(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
20.3. Each Party will hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third-party unless that third-party is subject to an equivalent duty of confidentiality.
20.4. Neither Party will use the other’s Confidential Information for any purpose other than the implementation of these Terms and Conditions.
20.5. Each Party will take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its Personnel in breach of the terms of these Terms and Conditions.
20.6. This Clause 20 will survive termination of these Terms and Conditions.
21. MARKETING
21.1. Customer acknowledges and agrees that V7 may include Customer’s name and/or logo in case study marketing content, lists of or references to any of V7’s clients on its website and/or in proposals, and in other marketing materials.
22. NON-SOLICITATION
22.1. During the Term, and for a further six (6) months following termination, Customer agrees that it shall not directly or indirectly employ or engage (without V7’s prior written agreement), or solicit for such employment or engagement, any of V7’s Personnel who have been engaged in the performance of these Terms and Conditions, whether or not such person would commit a breach of contract by reason of leaving service or office; provided that this Clause 22 shall not prohibit:
(a) print or electronic employment advertising of a general nature (a “General Employment Notice”), or
(b) employment or engagement by Customer of individuals resulting from a General Employment Notice.
23. DISCLAIMER AND LIMITATION OF LIABILITY
23.1. Except as expressly and specifically provided in these Terms and Conditions, Customer acknowledges and agrees that the V7 Technology is expressly provided on an ‘as is’ and ‘as available’ basis, and V7 disclaims all terms, warranties and conditions (whether express or implied) relating to the subject matter hereof.
23.2. Nothing in these Terms and Conditions limits or excludes liability of Customer to pay V7 any sums due under these Terms and Conditions.
23.3. Nothing in these Terms and Conditions limits or excludes the liability of either Party for:
(a) death or personal injury caused by its negligence;
(b) fraud or fraudulent misrepresentation;
(c) any indemnification obligation; or
(d) any other act, omission, or liability which may not be limited or excluded by applicable law.
23.4. Subject to Clauses 23.2 and 23.3, neither Party shall in any circumstances be liable to the other Party whether in contract, tort (including for negligence), breach of statutory duty (howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for:
(a) any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill;
(b) any loss or corruption of data or information (whether direct or indirect);
(c) any loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time);
(d) any loss or liability (whether direct or indirect) under or in relation to any other contract; or
(e) any loss or liability (whether direct or indirect) arising as a result of a Party’s, or any third-party’s use of, or reliance upon, the Output Data.
23.5. Subject to the remainder of this Clause 23, each Party’s total aggregate liability (whether in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise) arising in connection with the performance or contemplated performance of these Terms and Conditions shall under no circumstances exceed one hundred per cent (100%) of all Fees paid or payable by Customer pursuant to and in accordance with these Terms and Conditions in the previous twelve (12)-month period.
24. SUSPENSION AND TERMINATION
24.1. V7 may terminate any Order by providing at least thirty (30) days’ advance notice to Customer in the event V7 decides to stop making the V7 Package selected by Customer generally available to its customers.
24.2. Without affecting any other right or remedy available to it, V7 may immediately suspend Customer’s access to the V7 Technology in the event it considers (acting reasonably and in good faith) that Customer is in breach of any of the restrictions set out in Clause 7, until such time as Customer remedies that breach.
24.3. Without affecting any other right or remedy available to it, either Party may terminate any Order with immediate effect and without further liability by giving written notice to the other Party if the other Party:
(a) commits a material breach of any term of these Terms and Conditions which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified to do so; or
(b) becomes insolvent or unable to pay its debts (as defined in section 123 of the Insolvency Act 1986), proposes a voluntary arrangement, has a receiver, administrator or manager appointed over the whole or any part of its business or assets, suffers the presentation of any petition, the making of any order shall or the passing of any resolution for its winding up (except for the purposes of a bona fide solvent amalgamation or reconstruction), bankruptcy or dissolution, otherwise proposes or enters into any composition or arrangement with its creditors or any class of them, ceases to carry on business or claims the benefit of any statutory moratorium, or undergoes any similar or equivalent process in any jurisdiction.
25. CONSEQUENCES OF TERMINATION OR EXPIRY
25.1. On termination or expiry of any Order:
(a) Customer shall promptly (and in any event within ten (10) Business Days of the date of termination or expiry) pay V7 any outstanding balances owing to V7 under the applicable Order;
(b) any and all licences, permissions and authorisations granted to Customer and/or its Authorised Users by V7 under these Terms and Conditions will terminate automatically; and
(c) each Party will promptly return all Confidential Information received from the other Party, together with all copies, or certify in writing that all such Confidential Information and copies thereof have been destroyed.
25.2. Any obligation to return, destroy or permanently erase Confidential Information outlined in Clause 25.1(c) shall not apply:
(a) in respect of the Input Data and Output Data that V7 may be entitled to retain pursuant to Clauses 14.3(b) and 15.3(b);
(b) in respect of one (1) copy of the Input Data and Output Data that V7 may be entitled to retain as necessary to comply with any legal, regulatory, judicial, audit, or internal compliance requirements; and
(c) to any Confidential Information that is retained by V7 on electronic back-up media made in the ordinary course of business and from which it cannot readily be isolated from other information and deleted.
25.3. Any provision of these Terms and Conditions that either expressly or by implication is intended to come into or continue in force on or after termination of these Terms and Conditions shall remain in full force and effect.
25.4. Termination of an Order shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms and Conditions which existed at or before the date of termination.
26. GENERAL
26.1. Open source software. Certain elements of the V7 Technology are subject to ‘open source’ or ‘free software licenses’ (for the purposes of this Clause 26.1, “Open Source Software”). Customer acknowledges that certain elements of such Open Source Software 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 licence to use the V7 Technology; instead, each item of Open Source Software is licensed under the terms of the end-user licence that accompanies such Open Source Software (for the purposes of this Clause 26.1, each an “OSS Licence”). Nothing in these Terms and Conditions limits Customer’s rights under, or grants Customer rights that supersede, the terms and conditions of any OSS Licence. If required by any OSS Licence, V7 shall make available relevant pieces of Open Source Software available upon written request.
26.2. Force Majeure. No Party will be in breach of these Terms and Conditions nor liable for any failure to perform its obligations under these Terms and Conditions if that failure results from circumstances beyond its reasonable control (for the purposes of this Clause 26.2, a “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.
26.3. 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 (subject to the exclusions and limitations outlined herein).
26.4. Assignment. Neither Party will assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms and Conditions, without the prior written consent of the other Party provided that either Party may freely assign these Terms and Conditions (in whole, but not in part) to: (a) any of its Affiliates; or (b) the acquirer of all or substantially all of its business or assets.
26.5. Variation. V7 reserves the right to vary 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 coming into effect.
26.6. 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. No single or partial exercise of any right or remedy provided under these Terms and Conditions or by law shall prevent or restrict the further exercise of that or any other right or remedy.
26.7. Rights and Remedies. The rights and remedies provided under these Terms and Conditions are in addition to, and not exclusive of, any rights or remedies provided by law.
26.8. Severance. If any provision or part-provision of these Terms and Conditions shall be 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 or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause 26.8 shall not affect the validity and enforceability of the rest of these Terms and Conditions. If one Party gives notice to the other of the possibility that any provision or part-provision of these Terms and Conditions is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
26.9. 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 (if any and whether in writing or not) between the Parties in relation to such matters. The Parties acknowledge and agree that, except as otherwise expressly provided for in these Terms and Conditions, they are not entering into these Terms and Conditions on the basis of, and are not relying on and have not relied on, any statement, representation, warranty or other provision (in any case whether oral, written, expressed or implied) made, given, or agreed to by any person (whether a Party to these Terms and Conditions or not) in relation to the subject matter of these Terms and Conditions, provided that nothing in these Terms and Conditions shall exclude any Party from liability for fraud or fraudulent misrepresentation.
26.10. No Partnership or Agency. Nothing in these Terms and Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
26.11. Rights of Third Parties. A person who is not a Party to these Terms and Conditions shall not be entitled to enforce any of its terms in any circumstances, including pursuant to the Contracts (Rights of Third Parties) Act 1999.
26.12. 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 following dispatch). A Party may change its details given in an Order by giving written notice to the other Party.
26.13. Governing law. The Terms and Conditions and all matters arising from them (including any dispute relating to the existence, validity or termination of these Terms and Conditions or any contractual or non-contractual obligation) shall be governed by, and construed in accordance with the laws of England.
26.14. Jurisdiction. In relation to any legal action or proceedings to enforce these Terms and Conditions or arising out of or in connection with these Terms and Conditions (including any dispute relating to the existence, validity or termination of these Terms and Conditions or any contractual or non-contractual obligation) (for the purposes of this Clause 26.14, “Proceedings”) each of the Parties irrevocably submits to the exclusive jurisdiction of the courts of England and waives any objection to Proceedings in such courts on the grounds of venue or on the grounds that the Proceedings have been brought in an inappropriate forum provided that a judgment or order of any court may be enforced in any court of competent jurisdiction.