- Useful links
- Terms and definitions
- 1. Service Provision
- 2. Fees and payment
- 3. Representations and warranties
- 4. Confidentiality
- 5. Personal data
- 6. Limitation of liability. Indemnification
- 7. Governing law and dispute resolution
- 8. Force majeure
- 9. Term, amendments and termination of the agreement
- 10. Acceptance of the Agreement
- 11. Miscellaneous
- 12. Beyond ML information
Useful links
Meteum Service Agreement
The present document constitutes the offer of Beyond ML LLC a company incorporated under the laws of Armenia ("Beyond ML") to the entity or person agreeing to these terms ("Customer") (hereinafter referred to as "Party" and "Parties") to enter into the Service Agreement (the "Agreement") on the following terms and conditions.
Terms and definitions
For the purpose hereof the following terms shall have the following meaning:
Acceptance — complete and unconditional acceptance of the Agreement by acting as specified in Section 10 below. The Agreement shall be entered into upon the Acceptance.
Access — provided by Beyond ML opportunity to remotely obtain API keys, library configurations and use the Platform within the limits stipulated by the Agreement, respective Access plan.
Access plan - terms of provision of the respective Information through the Platform, chosen by the Customer, available on the Internet webpage, indicated in Clause 1.2 of the Agreement.
Affiliate — any entity that: controls, is controlled by, or under common control with, that Party, where "control" means direct or indirect ownership of more than 50% of voting shares, direct or indirect control over the majority of the votes in a general meeting, the ability to directly or indirectly appoint the majority of the board of directors and/or otherwise obtained right to direct or cause the direction of the management and policies of the controlled entity.
API Key — a unique identifier identifier issued to the Customer that allows access to the Information through the Platform for use on the Customer's resources. The number of API keys issued to the Customer is not limited.
Customer — a person or a legal entity, having its registered address within the Territory who has entered into Agreement in accordance with Section 10 hereof and who is not on any applicable sanctions list, not located in, under the control of, or a national or resident of the territory where performing business operations is prohibited for Beyond ML under applicable laws and regulations, including applicable Sanctions.
End User – an individual who uses the functionality of the Customer's Sources.
Fees — remuneration for chosen by the Customer in respective section of the Platform and provided by Beyond ML Services and libraries.
Information — weather or climate related data contained in the Platform, and provided to the Customer. List of data available: https://docs.meteum.ai/en/pages/weather_data
Developer Console — section of Beyond ML's website available at https://meteum.ai/b2b/console/auth/login which contains Statistic data on the use of the Platform by the Customer and which also provides an opportunity to remote interaction between the Parties under the Agreement, including the opportunity to remotely obtain API keys.
Platform — Meteum software based service, available on the Internet webpage: https://meteum.ai/b2b/tech#graphql which allows the Customer to receive the information in JSON format or in other format set out in the respective Access plan.
Request — a query to the Platform generated by the Customer using an API key in a format corresponding to the technical description of the Platform,billing unit under the Agreement unless otherwise is set out in the respective Access plan.
Sanctions — applicable trade, economic, and financial laws and regulations, including those administered and enforced by Switzerland, United States, European Union and relevant Member States, the United Nations Security Council, or any other government bodies with jurisdiction relevant to the Agreement.
Services — Beyond ML services to the Customer on providing Information through the Platform to be used in the products, services and software of the Customer and/or its Affiliates under the terms and conditions of the Agreement and the relevant Access plans.
Service Term — term, within which the Customer receives Services through the Platform starting from the date of Access depending on a chosen Access plan.
Source - websites, services, products and software or any other Internet resource of the Customer that enable End Users to view the Information
without storing it on the End User's device.
Statistic Data — information from Customer's automated information accounting system, which, among other things, may contain, depending on the purpose of the accounting system, information about the scope of Services and other information related to the provision of Services, in electronic form
Terms of Use — terms of use of Meteum Service, located at: https://docs.meteum.ai/en/pages/tos, which are an integral part of this Agreement
Territory — means territory of the whole world.
The Agreement may contain terms and definitions that are not specified in the current "Terms and Definitions" Section above. Should there be all and any of such terms then the Parties shall interpret these terms and definitions within the context of any and all the Agreement, Terms of Use and respective Access plan conditions. In case of ambiguity in interpretation of a term in the Agreement such term shall be interpreted as defined: primarily – in the Terms of Use, secondarily – in applicable laws, thirdly – in the web site https://meteum.ai/ , thereafter – as general term interpretation (common) on the Internet.
1. Service Provision
1.1. Beyond ML shall provide the Customer with Services within the Service Term and Territory.
1.2. The Services and Information shall be provided by Beyond ML on the following Access plans: https://docs.meteum.ai/en/pages/plans
1.3. Unless otherwise set out in the respective Access plan Services under the Agreement shall be deemed properly rendered if the following conditions are met in the aggregate:
1.3.1. Beyond ML has provided to the Customer an Access to the Customer within the chosen Access plan.
1.3.2. Beyond ML has provided to the Customer an opportunity to send Requests within the Service Term of relevant Access plan using the Customer's API Keys. Wherein:
• the format of the Information provided in response to the Requests complies with the Beyond ML's requirements brought to the Customer's attention;
• The Platform's response time to a Request does not exceed 0.5 seconds in 99 percent of all Requests within the Term of the Agreement.
• The quantity of non-responded Requests does not exceed 1 (one) percent of the total quantity of the Requests sent within 1 (one) day.
Except for the foregoing conditions, Beyond ML does not make any other warranties regarding the quality of the Services hereunder, whether express, implied, written or oral.
1.4. Throughout the whole term of the Agreement the Customer shall comply with the applicable laws and ensure the compliance with any other applicable laws of its websites, services, products and software that the Customer uses along with the Information according to the terms of the Agreement.
1.5. When using the Information and performing the Agreement the Customer shall comply with all requirements and recommendations of Beyond ML, set forth in the Agreement and respective Access plan, as well as brought to the Customer's attention by e-mail.
1.6. In order to provide Services to the Customer under this Agreement, Beyond ML shall grant an Access. To obtain an API key, the Customer shall be registered in the Developer Console. The access to the Developer Console is carried out by the Customer with its unique login and password. All actions performed in the Partner Interface with the use of the Customer's login and password shall be deemed to have been performed by the Customer. The Customer is solely responsible for the security of the access to the Developer Console means (login and password) and undertakes to take measures to ensure their confidentiality. Beyond ML shall not be responsible for any unauthorized access by the third parties to the Customer's Developer Console, carried out with the use of its login and password.
1.7. The Customer shall use the latest version of the Platform, updates, and the Platform's functions only for the purpose of accessing the Information and its use on the Sources. The Customer has the right to process the received Information solely to display it through the Platform.
1.8. The Customer shall not remove, reorder or sort, hide and/or modify the Information, as well as any information available on the Platform or the data received, including, but not limited to, promotional materials, trademarks, logos, links or other attributions to the right holders, as well as any other notices and / or information available on the Platform along with the Information.
1.9. The Customer shall not provide and/or sell the Information for commercial and/or non-commercial purposes to third parties, except for providing access to the Information to End Users, without the prior written consent of the Customer.
1.10. The Customer shall not extract Information from the Platform beyond its functional capabilities, change the content and type of Information in the process of its use on the Sources, copy and / or save Information from the Platform for any purpose other than its use on Sources. The Customer is obliged to update the Information used on Sources at least 1 (one) time per week, and is also obliged to immediately delete the stored Information that is no longer available on the Platform.
1.11. When using the Information, the Customer shall comply with the rules and requirements specified in the guide (guideline) located at: https://meteum.ai/brand/Meteum_branding_guide.pdf, including, but not limited to, attribution to the source of Information in the form specified in the guideline.
Before displaying any layouts of materials containing Information or a part of it the Customer shall receive Beyond ML's prior written consent via e-mail using the following Beyond ML e-mail address – support@meteum.ai.
1.12. If the Customer violates any rule or requirement specified in the guideline, Beyond ML shall notify the Customer of such violation by sending a written notice by mail/courier service or a written notice by e-mail. The customer is obliged to provide Beyond ML with written response and eliminate the violation within 15 (fifteen) calendar days from the receipt of the relevant notification from Beyond ML or from the moment such notification is sent by e-mail. If the Customer fails to provide written response and eliminate the violation within the term set forth in this clause, Beyond ML has the right to unilaterally terminate the Agreement at any time without notifying the Customer thereof.
1.13 If the Agreement is terminated for any reason the Customer shall delete all stored Information from the Customer's websites, services, products and software, from all computers, servers and equipment of the Customer, within 3 (three) Business days as well and confirm such deletion in writing upon Beyond ML's request.
1.14. Beyond ML shall provide the Customer with the necessary consultations in the manner determined by Beyond ML.
1.15. Beyond ML shall have the right to temporarily suspend the access the Services and/or Information due to the technical, technological, and other issues, that may cause such suspension for the time period that is reasonable and necessary to eliminate the correspondent issue.
1.16. The Customer may attract its own clients to obtain the Services within the limits specified in the Agreement subject to prior written consent of Beyond ML.
1.17. The Customer acknowledges that it is not granted any interest in any copyrights, patents or trademarks regarding the Platform and belonging to or licensed to Beyond ML or its Affiliates.
2. Fees and payment
2.1. Fees. In consideration for provision of the Services under the Agreement, the Customer shall pay the fees as specified in the respective Access plan for providing the correspondent Information through the Platform. Beyond ML may unilaterally review and adjust the amount of the fees by giving the Customer a notice at least thirty (30) days prior to such adjustment proposed date.
Beyond ML can at its sole and absolute discretion set a trial period for the use of Services during which the Customer may access Services functionality with no tariffication, against of future Service order(s). Beyond ML reserves the right to alter the duration of trial period. The Customer is notified of the duration of the trial period and its end via the Services interface and by e-mail provided while signing in for the Services.
2.2. All Services purchased from the Access plan page are only payable via credit card. Customer acknowledges that any credit card and related billing and payment information that is provided to Beyond ML may be shared by Beyond ML with companies who work on Beyond ML's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Beyond ML and servicing your account or in response to valid legal process.
2.3. Taxes. Each Party shall be individually responsible for paying taxes levied on it under applicable laws.
2.4. The amounts set forth in the Agreement, Access plans, appendices hereto shall include all taxes, fees and other payments accrued in accordance with the applicable laws. These amounts shall be transferred by the Customer in full without deduction of any taxes, fees or other payments. If the law of the Customer's country requires Beyond ML to pay any other taxes, charges, duties and/or other payments payable by Beyond ML as an income recipient, then the total amount to be paid by the Customer shall be increased so as to make the net amount received by Beyond ML equal to the amount calculated in accordance as specified in appendices hereto.
2.5.The stamp duty (if any) arising from this Agreement shall be paid by the Customer in full amount.
3. Representations and warranties
3.1. Each Party hereto represents and warrants to the other Party that it has the full power and authority to enter into and perform its obligations under this Agreement. Each Party hereto further represents and warrants that its signer is fully and completely authorized to execute this Agreement. Each person who signs this Agreement further warrants and represents that he/she has been authorized to do so as set forth in the first sentence of this Section. In addition, signature circular shall be annexed as a supporting document where possible in accordance with the applicable laws.
3.2. Each Party hereto represents and warrants that entering into this Agreement and performance of its obligations hereunder shall not constitute a breach of any other agreement that they may have previously entered into and does not violate the rights of any third party. Each Party hereto also represents and warrants that it has the proper experience and expertise required in order to perform its obligations hereunder.
3.3. Each Party hereto represents and warrants that it shall not bind the other Party to any agreement or obligation or give any representation, warranty or guarantee on behalf of and in respect to the other Party, except for those that are specifically authorized by the other Party in advance and in writing.
3.4. Beyond ML represents and warrants that it owns, holds a proper license in, or otherwise has all necessary rights and permissions to use its Information and that it shall be fully responsible for the same.
THE CUSTOMER AGREES AND ACKNOWLEDGES THAT THIS REPRESENTATION AND WARRANTY DOES NOT EXTEND TO ANY MATERIAL WHICH IS BEYOND THE BEYOND ML'S CONTROL, INCLUDING, BUT NOT LIMITED TO, ANY PUBLICLY AVAILABLE THIRD-PARTY WEB CONTENT (WHICH MAY INCLUDE TEXT, DATA, INFORMATION, PHOTOS, IMAGES, GRAPHICS, AUDIO, VIDEO OR OTHER CONTENT), ACCESSIBLE THROUGH THE INFORMATION (HEREINAFTER THE " WEB CONTENT"), AND THE BEYOND ML GIVES NO WARRANTIES AND ASSUMES NO OBLIGATIONS WHATSOEVER WITH RESPECT TO SUCH MATERIALS, INCLUDING, BUT NOT LIMITED TO, WEB CONTENT.
3.5. The Customer represents and warrants that it owns, holds a proper license in, or otherwise has all necessary rights and permissions in and to the websites, services, software, materials and products that are used with Information and that those are free from any infringement of trademark, copyright, patent, trade secret, proprietary information or other intellectual property rights of any third party including any kind of competition related infringements. The Customer further represents and warrants that Customer informs its employees, agents and any other third party whose personal data is being processed by Beyond ML of such processing of their personal data by Beyond ML and provides them with all information necessary in order to ensure that Customer complies with its notice obligations under applicable data protection and privacy laws. Relevant information on how Beyond ML processes personal data is provided by Privacy Policy (https://docs.meteum.ai/en/pages/privacy).
3.6. The Customer represents, warrants, and undertakes that with respect to this Agreement:
(a) it shall comply with all applicable trade, economic, and financial laws and regulations, including those administered and enforced by the United States, the United Nations Security Council, European Union, Armenia or any other government bodies with jurisdiction relevant to this Agreement (collectively, "Sanctions")
(b) Neither Customer nor its subsidiaries, nor their respective directors, officers, employees, or Affiliates is located in, or a resident or national of, any country that is subject to an export embargo, nor identified on any Sanctions lists, nor is owned or, where relevant under Sanctions, controlled by the same.
(c) The Customer will not, directly or indirectly, engage in any unauthorized business or dealings with any persons under Sanctions or otherwise engage in any activities prohibited by Sanctions.
Customer shall promptly notify Beyond ML of the occurrence of any fact or event that would render any representation or warranty in this Section incorrect or misleading.
Beyond ML may immediately terminate this Agreement in case of any breach by the Customer of any representation or warranty in these Clause 4.6 of this Agreement if Beyond ML reasonably determines that it cannot perform its obligations under this Agreement due to Sanctions-related prohibitions.
3.7. THE CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT ALL USE OF THE SERVICES IS AT HIS SOLE RISK AND THAT THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." BEYOND ML, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICES OR INFORMATION, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, TOGETHER WITH ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE IN TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM BEYOND ML OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT(OFFER). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BEYON ML, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO THE CUSTOMER THAT: (A) CUSTOMER'S USE OF THE SERVICE OR INFORMATION WILL MEET CUSTOMER'S REQUIREMENTS, OR (B) CUSTOMER'S USE OF THE SERVICE OR INFORMATION WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR. NOTWITHSTANDING THE FOREGOING, NOTHING HEREIN SHALL EXCLUDE OR LIMIT BEYOND ML'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT THE SERVICE AND INFORMATION IS NOT DESIGNED, INTENDED OR WARRANTED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION, OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS.
3.8. The Customer on its single discretion evaluates the accuracy, reliability, completeness or usefulness of the Information and solely bears all the risks related to its use (impossibility of use), liable to third parties for his actions when using the Information, including compliance of such actions with the requirements of the law and violation of the rights and legitimate interests of third parties. The Customer undertakes to settle all claims and / or claims of third parties related to the actions of the Customer when using the Information solely and at its own expense.
4. Confidentiality
4.1. The Parties shall keep secret and deem as confidential the provisions of this Agreement as well as any and all information, received by either Party from the other Party and/or its Affiliates during performance of the Agreement, indicated as confidential (the "Confidential Information"), and shall not disclose, make public, expose or provide the Confidential Information to third parties (except third parties subcontracted and/or engaged by Beyond ML under the terms of appendices hereto that shall be bound by confidentiality obligations no less strict than the obligations of Beyond ML under this Agreement) in any other way, except obtaining the prior written consent of the providing Party to do so or if obliged to do so by applicable laws in accordance with Section 4.5 below.
4.2. The Parties shall take all necessary measures to protect the Confidential Information at least to the same extent of diligence with which the Parties protect their own confidential information. The access to the Confidential Information shall be granted to the employees and/or Beyond MLs of the Parties (or their Affiliates) strictly on a need-to-know basis in order to fulfill their duties related to the performance of the Agreement. Each Party shall bind such employees and/or Beyond MLs to fulfill obligations with respect to the Confidential Information no less strict than the obligations of such Party under this Agreement.
4.3. The Confidential Information shall at all times remain the property of the Party that provides such Confidential Information. No rights in any Party's Confidential Information are granted to the other Party or are to be implied from the provisions of this Agreement save as expressly set out in this Agreement. The receiving Party shall not copy or otherwise reproduce the Confidential Information without the prior written consent of the disclosing Party otherwise than for the purposes of this Agreement.
4.4. The obligation to protect and keep secret the Confidential Information shall not apply to the information that:
4.4.1. at the time of the disclosure is or subsequently becomes public without violation hereof by the receiving Party; or
4.4.2. is independently developed and/or received by the receiving Party without any use of the Confidential Information disclosed by the disclosing Party hereunder, which may be confirmed by documents sufficient to prove that the source of such Confidential Information; or
4.4.3. has become known to the receiving Party prior to disclosure to it by the disclosing Party of the Confidential Information according to the terms hereof, which may be confirmed by documents by documents sufficient to prove such prior possession of the Confidential Information; or
4.4.4. has been disclosed upon obtaining a prior written consent received by the disclosing Party.
4.5. Each party may disclose the Confidential Information to the minimum extent required by:
(a) any order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body or taxation authority of competent jurisdiction, provided that the receiving Party first notifies the disclosing Party of the order (if not prohibited by applicable law) and, upon the request of the disclosing Party, the receiving Party shall use commercially reasonable efforts to assist the disclosing Party, at the disclosing Party's sole expense, in seeking an appropriate protective order; or
(b) the rules of any listing authority or stock exchange on which its or its Affiliates' shares are listed; or
(c) the laws or regulations of any country to which its affairs are subject,
provided that the disclosing Party shall notify the other Party about such request within one (1) business day from the moment of its receipt.
4.6. The obligations provided in this Section 5 shall come into effect on the Effective Date and shall survive for three (3) years after expiration or termination of the Agreement.
4.7. Without prejudice to other provisions of this Section 4, the Parties and/or their Affiliates may disclose information regarding the existence of the contractual relationship with each other under this Agreement for advertising and marketing purposes from the time of the commencement of the provision of the Services under the Agreement, upon getting prior written consent of the other Party, including the announcements for mass media, press releases, public announcements and advertisements, and other communications relating to this Agreement.
4.8. The receiving Party shall hereunder indemnify the disclosing Party (at the latter's request) for the direct/ indirect damages caused by violation of the terms specified in this Section 5 regarding protection of the Confidential Information transferred hereunder under the applicable laws.
5. Personal data
5.1 When processing personal data under this Agreement, both Parties shall be considered independent controllers (or similar role as provided in applicable data protection laws) responsible for compliance with applicable data protection laws. Beyond ML may process personal data received from the Customer for the purpose of performance of this Agreement, including registration data and data contained in Customer's reports.
5.2 The Customer shall comply with applicable data protection laws, which may require providing a notice to the affected data subjects or obtaining consent prior to sharing personal data with Beyond ML and the implementation of technical and organizational measures for the protection of personal data from unauthorized processing, loss or destruction.
5.3 The Customer acknowledges and agrees that Beyond ML may disclose the information (including personal data) provided by the Customer to any third party in order to fulfil its necessary activities in fulfilment of the Agreement. The third party may be located in or outside of Switzerland or the EU/EEA region. The Customer acknowledges and agrees that such third party, if located outside out Switzerland or Europe the EU/EEA region, may not be subject to data protection regulation similar to the Swiss and EU/EEA data protection laws.
5.4 If the Parties receive a request based on data protection laws (for example a request for access to his/her personal data) relating to personal data controlled by the other Party, the receiving Party shall not answer such request but forward it to the other Party along with supporting documentation (if any) without delay.
5.5 The Parties shall without delay notify each other they it receive a request from a competent authority relating to the processing of personal data under the Agreement, unless prohibited by law from providing such notification. The Parties shall provide reasonable assistance to each other in responding to requests from a data subject or an authority.
6. Limitation of liability. Indemnification
6.1. EXCEPT FOR GROSS NEGLIGENCE AND INTENT AND EXCPET FOR SECTION 6.2, BEYOND ML SHALL IN NO EVENT BE LIABLE TO THE CUSTOMER FOR THE LOSSES OR DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, LOST REVENUE OR PROFITS) OR FOR ANY OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF THE CUSTOMER, ITS AFFILIATES AND THEIR RESPECTIVE EMPLOYEES, AGENTS AND BEYOND MLS (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS) ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR IN FURTHERANCE OF THE PROVISIONS OR OBJECTIVES OF THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON TORT, WARRANTY, CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF CUSTOMER HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES.
6.2. Beyond ML shall defend, indemnify and hold the Customer, its Affiliates and their respective employees, agents and contractors harmless from and against losses, damages, costs and expenses (including without limitation reasonable legal fees and costs of proceedings) caused by Beyond ML's gross negligence and intent and arising out of or related to respective third-party actions, suits, claims and demands brought or made against the Customer and immediately brought to the attention of Beyond ML, alleging the actual infringement of a third party's personality right (including, but not limited to, privacy right), trademark, copyright, patent or other intellectual property right in or related to the materials and/or software provided by Beyond ML to the Customer, except cases when such alleged infringement arises solely from a breach of the Agreement by the Customer. In the event of a third-party action, suit, claim or demand as described above, the Customer shall permit Beyond ML to control the defense and settlement of the claim and assist Beyond ML in resolving such action, suit, claim or demand. Beyond ML's indemnity is limited by amount of any adverse final judgment or settlement.
6.3. The Customer shall defend, indemnify and hold Beyond ML, its Affiliates and their respective employees, agents and Beyond MLs harmless from and against any and all losses, damages, costs and expenses (including without limitation reasonable legal fees and costs of proceedings) arising out of or related to any and all third-party actions, suits, claims and demands brought or made against Beyond ML and promptly brought to the attention of the Customer, alleging any infringement of any third party's personality right (including, but not limited to, privacy right), trademark, copyright, patent or other intellectual property right in or related to the products used by the Customer in connection with the Services and/or the Information hereunder as indicated in the Clause 3.5 hereof, except cases when such alleged infringement arises solely from a breach of the Agreement by Beyond ML. In the event of a third-party action, suit, claim or demand as described above, the Customer shall assist Beyond ML in resolving such action, suit, claim or demand, as well as reimburse all losses, damages, costs and expenses (including without limitation reasonable legal fees and costs of proceedings) arising out of or related to the same.
7. Governing law and dispute resolution
7.1. This Agreement (including Contracts) shall be governed by and construed in accordance with the laws of England and Wales, without
regard to its conflict of law provisions.
7.2. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause.
The Tribunal shall consist of one arbitrator / three arbitrators.
The parties agree that any arbitration commenced pursuant to this clause shall be conducted in accordance with the Expedited Procedure set out in
Rule 5.2 of the SIAC Rules, provided the amount in dispute does not exceed US$ 1 000 000 (One million).
The language of arbitration shall be English.
The seat of arbitration shall be Singapore.
8. Force majeure
8.1. The Parties shall be relieved of liabilities for full or partial nonperformance of their obligations under the Agreement if such nonperformance occurs after the Effective Date as a result of any flood, fire, earthquake and other acts of God, war, military hostilities, blockage, prohibitive actions of authorities and acts of the government agencies, strikes, destruction of communications and electric power supply, explosions which occur during the term of the Agreement and could not be foreseen or prevented by the Parties (each, an "Event of Force Majeure").
8.2. The Party affected by an Event of Force Majeure shall notify the other Party in writing about such Event of Force Majeure within five (5) business days from the moment of the its occurrence. If possible, the notice shall specify the nature of the Event of Force Majeure and shall contain a correspondent reference to an official document issued by a competent authority confirming the existence of such Event of Force Majeure and, if applicable, give evaluation of its effects on the Party's ability to perform its obligations under this Agreement. Such documents shall be sent by the correspondent Party within reasonable time periods specified for such documents.
8.3. If the Party affected by an Event of Force Majeure fails to send the notice as specified in Section 8.2 of the Agreement, the Party shall have no right to refer to such Event of Force Majeure as an excuse for failure to perform its obligations and, upon a written request of the other Party, shall reimburse to such Party any proven damages incurred due to the effect of the Event of Force Majeure.
8.4. Upon occurrence of an Event of Force Majeure, the term for obligation performance under the Agreement by the affected Party shall be prolonged for the subsequent and equal period of time during which the Event of Force Majeure and consequences thereof continue as well as the reasonable terms required to redress such consequences.
8.5. The affected Party shall promptly (within five (5) business days) notify the other Party about the discontinuance of an Event of Force Majeure in writing. Such notice shall specify the period of time within which the Party expects to perform its obligations under the Agreement delayed due to such Event of Force Majeure. If the affected Party fails to send such notice in due time, such Party shall have no right to refer to the Event of Force Majeure as an excuse for nonperformance of its obligations and, upon a written request of the other Party, shall reimburse the other Party the losses incurred by the other Party in connection with the absence of timely notification and of the Event of Force Majeure effect.
8.6. Should an Event of Force Majeure continue for more than one (1) calendar month, the Parties should in good faith negotiate the future of the Agreement. If the Parties fail to reach an agreement within seven (7) calendar days from the request by one of the Parties to commence negotiations, either Party may terminate the Agreement unilaterally by giving the other Party a written notice with the immediate effect upon its receipt by the other Party.
9. Term, amendments and termination of the agreement
9.1. The Acceptance by the Customer according to Section 10 of the Agreement shall enforce Agreement on the terms and conditions specified herein and the relevant Access plans.
The Agreement shall become effective upon its placement on the Internet at https://docs.meteum.ai/en/pages/service_agreement and shall expire upon its cancellation by Beyond ML.
The Agreement shall become effective upon the Acceptance by the Customer and shall remain in effect: a) during the Service Term, or b) until the Agreement is terminated by either or both Parties.
Upon the Acceptance the Customer agrees and acknowledges that: a) Beyond ML has the right to unilaterally make amendments to the Agreement and/or respective Access plans without at any time without prior notification of the Customer; b) such amendments shall constitute the integral part of the Agreement and shall become effective and binding to the Customer from the of their publication on the Internet at the addresses specified in Section 9.1 above, unless any other term for amendments effectiveness is additionally specified for such placement.
9.2. The Agreement may be terminated:
9.2.1. by the mutual agreement of the Parties;
9.2.2. unilaterally by either Party pursuant to Section 8.6 hereof;
9.2.3. unilaterally by Beyond ML in case of a breach of the Agreement by the Customer which has not been cured within (15) calendar days upon receipt of Beyond ML's related notification by giving the Customer an above mentioned prior written notice with the immediate effect upon its receipt;
9.2.4. unilaterally by Beyond ML in case of a repeated (second or more) breach of the Agreement, including any addendum, appendices and exhibits thereto, by the Customer upon Beyond ML's notification of such breach, by giving the Customer a prior written notice with the immediate effect upon its receipt;
9.2.5. by either Party providing one hundred and eighty (180) days advance notice. in other cases, specified in appendices hereto.
9.3. Termination or expiration of this Agreement shall not relieve either Party of its obligations accrued prior to the effective date of such termination or expiration, or of any liability arising out of any breach of this Agreement, or out of any payments due prior to the effective date of such termination or expiration. Section 3, 4, 5, 6, 7, 8, 11 and this Clause 9.3 shall survive expiration or termination of the Agreement.
10. Acceptance of the Agreement
10.1. BY INSTALLING, DOWNLOADING, OR OTHERWISE ACCESSING THE SERVICES CUSTOMER EXPRESSLY ACCEPTS AND AGREES TO THE TERMS OF THIS AGREEMENT. IF THE CUSTOMER IS AN INDIVIDUAL AGREEING TO THE TERMS OF THIS AGREEMENT ON BEHALF OF AN ENTITY, SUCH AS ITS EMPLOYER, CUSTOMER REPRESENTS THAT IT HAS THE LEGAL AUTHORITY TO BIND THAT ENTITY. IF THE CUSTOMER DO NOT HAVE SUCH AUTHORITY, OR IF THE CUSTOMER DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, THE CUSTOMER MAY NOT USE THE SERVICE EITHER HIMSELF OR ON BEHALF OF THE ENTITY.
10.2. Beyond ML shall not consider as an appropriate Acceptance the actions, listed in Section 11.1 of the Agreement, that were performed by the following persons:
- the persons with whom Beyond ML previously terminated the Agreement due to the violation of the provisions of the Agreement by the specified person, as well as
- the persons who duplicates the Customer and with whom Beyond ML previously terminated the Agreement due to its violation of the provisions of the Agreement. Such a person is deemed to be any person other than the Customer who offers the Customer's products (for example, a website) to the end users.
Such actions will not entail any obligations on behalf of Beyond ML.
The provisions of this paragraph will not apply to cases where Beyond ML has shown the approval of the Acceptance made by the above-mentioned persons and acknowledged it as an appropriate one (by granting the access to the relevant Information through the correspondent Platform).
Beyond ML has the right to independently determine technical ways to restrict the Acceptance in relation to the above-mentioned persons.
11. Miscellaneous
11.1. The Customer shall immediately notify the Beyond ML on any changes in its registered and correspondence addresses, the legal status (including the form of incorporation) and/or banking details.
11.2. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force and effect. The Parties agree to replace any invalid provision with a valid one, which most closely approximates the intent and economic effect of the provision held to be invalid. The waiver by either Party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.
11.3. The Parties to this Agreement are considered to be independent Beyond MLs. Neither Party is an agent, representative or partner of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.
11.4. Rights and obligations of a Party under this Agreement may be assigned by either Party to a third party only upon prior written consent of the other Party. Notwithstanding the foregoing, the Beyond ML may assign any of its rights and obligations under this Agreement, without the consent of the Customer, to its Affiliate in connection with any merger, consolidation or sale of all or substantially all of its assets. This Agreement shall be binding upon and inure to the benefit of each of the Parties and their respective successors and permitted assigns. This Agreement is not made for the benefit of any third party who is not a party hereto, and, subject to mandatory applicable law, only the Parties hereto or their respective successors and permitted assigns will acquire or have any benefit, right, remedy or claim under or by reason of this Agreement.
11.5. The Parties adhere to the applicable anti-corruption laws.
The Parties hereby acknowledge and confirm that they have adopted a policy of zero tolerance to bribery and corruption, envisaging a total ban of any corrupt practices and on any facilitation payments.
The Parties, their Affiliates, employees, as well as intermediaries and representatives directly or indirectly involved in the performance of obligations of the Parties (including agents, commission agents, customs brokers and other third parties) shall not accept, pay, offer to pay and allow (authorize) the payment/acceptance of any funds or transfer of any benefits (including intangible), directly or indirectly, to/from any persons for the purpose of influencing the actions or decisions with the intention to obtain any improper advantage, including bypassing the procedure established by the laws, or pursuing other illegal purposes.
This clause constitutes representations material for the Parties. The Parties rely on these representations when entering this Contract.
Either Party may unilaterally withdraw from the Contract in case the other Party violates the obligations stipulated by this clause, by written notice and without recourse to the courts. The Contract shall be terminated upon 10 calendar days from the date of the receipt of such written notice by the Party.
If a Party suspects that any provisions of the present clause have been violated or might be violated, the Party concerned undertakes to immediately notify the other Party of its suspicions in writing.
11.6. A notice sent by either Party under this Agreement shall be made in writing and personally delivered or given by registered mail, return receipt requested, overnight courier, or e-mail, addressed to the other Party at its address given below (or any such other address as may be communicated to the notifying Party in writing) and shall be deemed to have been served if delivered in person, on the same day; if sent via e-mail, twenty four (24) hours after transmission; if sent by registered mail, ten (10) calendar days after deposit into the mail system, or if sent by overnight courier, the second (2) day after deposit with the courier.
11.7. Any notifications under the Agreement can be made by each Party: 1) by e-mail using the Customer's e-mail address indicated in the Partner's Interface and Beyond ML e-mail address stated in Section 13 below; 2) by fax; 3) by post with delivery confirmation or by courier with delivery notification.
12. Beyond ML information
Company name: Beyond ML LLC
Legal form: Limited Liability Company
Place of business: 49 Arshakunyats str. 22, 0026, Yerevan, Armenia
e-mail: support@meteum.ai