Terms and Conditions

SplxAI "PROBE" – Software as a Service

Last updated: September 14, 2024

This Software as a Service Terms and Conditions and the Order Form, Statement of Work, and any

other document attached hereto or any other document referencing these Software as a Service

Terms and Conditions, are collectively referred to as the “Agreement”.


The Agreement is a legal contract between you (“you” or “Customer”) and SplxAI Inc., a Delaware

corporation having its registered office at 8 The Green, Ste A, Dover, DE 19901 (“Company”)

(Customer or Company hereinafter jointly as the “Parties” and individually as the “Party”).


By accepting our Order Form be it by sending us a written confirmation or by accessing and/or starting to use the Service, whichever occurs first, you agree to be bound by the terms of the Agreement as of the date of its acceptance by you (the “Effective Date”).


This Agreement must be accepted with a purchase of a Subscription to SplxAI “PROBE” service. If

required by the Company, the Customer must also accept the Company’s Data Processing Agreement as an integrated part of the Agreement.


This Agreement defines the User rights provided to the Customer with the Service and the limitations

of Company’s liabilities.


By agreeing to be bound by the terms of this Agreement, you also represent that you: (i) have the

authority to act on behalf of and bind the Customer; and (ii) waive any rights or requirements under

any laws or regulations in any jurisdiction that require an original (non-electronic) signature or delivery

or retention of non-electronic records, to the extent permitted under applicable law.


If you do not wish to be bound by the terms of this Agreement or do not have the authority to enter into this Agreement on behalf of your company do not access and/or start using the Service.

1.

Definitions

The following capitalized terms have the meanings set forth below:

1.1.

“Affiliates” means with respect to any entity, any other present or future entity or person

controlling, controlled by, or under common control. For the purposes of this definition, control (and its derivatives) means, with respect to any entity, the possession, direct or indirect, of the power to solely direct or cause the direction of the management or policies of such entity, whether through the ownership of voting securities (or other ownership interest), by contract or otherwise.

1.2.

“Added Feature” means any new product, service, Feature or functionality which Company makes available to the Customer.

1.3.

“Customer Data” means to any information, data, or content that the Customer, User, or authorized persons provide, input, upload, or otherwise make available to the Company in the course of using the Probe, Feature, Added Feature or the Service.

1.4.

“Documentation” means the Company’s user guides and manuals relating to the Services and Probe, as updated and amended from time to time.

1.5.

“Confidential Information” means any and all technical, business, client or proprietary

information disclosed by one Party (the “disclosing party”) to the other Party (the “receiving

party”), directly or indirectly, including, but not limited to, information regarding the disclosing

party’s business strategies and practices, methodologies, trade secrets, know-how, pricing,

technology, software, product plans, services, relationships with any third party, client lists and information regarding the disclosing party’s employees, clients, vendors, consultants and

Affiliates regardless of whether such information is marked “confidential” or some other

proprietary designation, but which by its nature is an information that would reasonably be considered to be confidential information of or competitively sensitive to the disclosing party. In the case of the Company, Confidential Information includes the Feature, Added Feature and Probe source code, and Documentation. In the case of Customer, Confidential Information includes all Customer Data and any information relating to Users.

1.6.

"Feature" means any product, service, module, tool, functionality, or feature of Probe.

1.7.

"Order Form" means any order form issued by the Company for the provision of Services granted under this Agreement. The “Order Form” shall include the Subscription Scope, as well as any other the commercial terms, agreed upon between the Parties.

1.8.

“Probe” means the “Probe” platform or other software, services, Features, or solutions accompanying “Probe” offered by the Company as a software as a service for Subscription.

1.9.

“Service” means the right to access and use the performances of Probe and Added Feature as subscribed to by the Customer and agreed in the Agreement.

1.10.

“Subscription” means purchase of a Subscription Plan for use of Service for a Subscription Period with automatic renewals unless unsubscribed or otherwise terminated.

1.11.

“Subscription Plan” means a predefined offering that allows Customers to pay a Subscription fee in exchange for the possibility to use a set of Services during the Subscription Period.

1.12.

“Subscription Term” means the binding period for the Customer’s Subscription to the Service.

1.13.

“Subscription Fee(s)” means the Customer’s payments for use of the Service.

1.14.

"Subscription Scope" means any Service usage and/or limitations set forth in the Order Form.

1.15.

“Third Party Software” means software which are not Company created software, including, but not limited to third party applications to Probe and third party platform services applied for usage of Probe.

1.16.

"Users" means an employee of a Customer authorized to access and use the Service.

2.

Subscription

2.1.

Subscription

A Subscription must be maintained as long as the Customer has the right to use the Service. The Subscription is not contingent on the delivery of any future Added Feature or Feature, unless otherwise agreed in writing by the Company.


The Customer must choose a Subscription plan.  Each Subscription Plan shall contain at least the plan name, Subscription Fee, credit amount, and Subscription Term. After the Customer chooses a Subscription Plan, and the Agreement is accepted by the Parties, the Customer shall receive the number of credits in accordance with the Subscription Plan. The Services may be used, in accordance with the Subscription Plan and the Agreement, in exchange for credits as shown below.

2.2.

Subscription Term

The Subscription Term shall be defined in the Order Form. If a Subscription Term is not defined, it shall be deemed to cover a period equal to the pre-payments received by the Company for the Customer’s Subscription. At the end of a Subscription Term, the Subscription will automatically renew for an additional Subscription Term, or longer periods defined in a new Order Form, unless the Subscription is terminated pursuant to the Agreement. The Subscription Term starts to run on the Effective Date.

2.3.

Prices and payment terms

The Subscription Fee, any other fees, and the payment installments are set forth in the Order Form. 


If the Order Form does not contain otherwise: 


  1. all fees are stated, and are to be paid, in US Dollars; 

  2. all payments under this Agreement are nonrefundable, and are without any right of set-off or cancellation; 

  3. all fees are payable, and shall be invoiced, at the start of the Subscription Term, and shall be paid within thirty (30) days of the Effective Date. Any amount not paid when due will accrue interest on a daily basis until paid in full, at the lesser of the rate of one and a half percent (1.5%) per month and the highest amount permitted by applicable law.

2.4.

Taxes

Amounts payable under this Agreement are exclusive of all applicable sales, use, consumption, VAT, GST, and other taxes, duties or governmental charges. In the event that Customer is required by any law applicable to it to withhold or deduct taxes for any payment under this Agreement, then the amounts due to Company shall be increased by the amount necessary so that Company receives and retains, free of liability for any deduction or withholding, an amount equal to the amount it would have received had Customer not made any such withholding or deduction. Any terms or conditions (whether printed, hyperlinked, or otherwise) in a purchase order or related correspondence, which purport to modify or supplement this Agreement (or the corresponding Order Form), shall be void and of no effect.

3.

Service

3.1.

Grant to use Probe

Pursuant to the Agreement and in exchange for the Customer paying its Subscription Fee the Company makes the Service available to the Customer by granting a limited, nonexclusive, non-sublicensable and non-transferable right to access and use Probe pursuant to this Agreement for each Subscription Term.


Probe and the Service are provided “as-is” without any specific or implied warranties of any kind, The Company does not take any responsibility for the Customer's customizing of the Service or integrations of Third Party Software, unless delivered by the Company as Added Feature.

3.2.

Credits to Probe

The Customer shall receive credits each month. The number of monthly credits allocated to the Customer shall be determined in the Subscription Plan. The credits may be exchanged for the usage of Service in line with the Subscription Plan. If a Subscription Plan has not been determined in the Order Form, the Company shall determine the Subscription Plan in line with the amount of Subscription Fee paid by the Customer. Unspent credits shall be transferred to next month. Upon the expiry of the Subscription all credit shall be lost. If the Subscription is automatically renewed or a new Subscription Plan has been chosen before the expiry on the Subscription, unspent credits from the prior Subscription Term shall be transferred in the new Subscription Term.

3.2.

Cost of Service Table

Probe Name

Credits per run

Phishing

25

Data Exfiltration

25

Manipulation

15

Jailbreak

55

Context Leakage

70

Fake News

40

Harmful Content

40

Intentional Misuse

50

Competitor

20

Bias

30

Off-Topic

55

Profanity

20

URL Check

20

RAG Precision

35

Paranoid Protection

20

3.3.

Account Setup

To access the Probe, Customer may be required to set up an administrative account with the Company, by submitting the information requested in the applicable Probe interface. In addition each User may need to set up a user account. Customer warrants that all information submitted be it by the Customer or User during the registration process is, and will thereafter remain, complete and accurate. Customer shall be responsible and liable for all activities that occur under or in the account. Customer will ensure that all Users keep user ID and password information strictly confidential nor share such information with any unauthorized person. Customer shall be fully responsible and liable for any breach of this Agreement by a User. Unauthorized access or use of the Service must be immediately reported to the Company.

3.4.

Hosting

The Service is hosted by a third-party hosting services provider(s) selected by Company.

3.5.

Added Features

This Agreement will apply to any Added Feature which the Company may introduce from time to time. Added Features will at the discretion of the Company be subject to additional terms or amendments to this Agreement.

3.6.

Additional Purchases

Purchases of Added Feature and/or upgrade of Subscription Plan shall be made by mutually signed written addendum to the Order Form or by executing a new Order Form. If additional purchases take effect during a Subscription Term, the Subscription Fees and the term will be prorated to be coterminous with said Subscription Term.

3.7.

Trial Period

Company may, at its sole discretion, offer a free trial period of the Service. The start and end date of the trial period shall be specified in the Order Form. If no end date of the trial period is specified in the Order Form, the trial period shall not last longer than one month from the Effective Date. No warranties apply during the trial period. 


After the expiry of the trial period, this Agreement shall be automatically renewed for the Subscription Term specified in the Order Form unless Customer provides the Company with at least ten (10) days prior written notice of non-renewal of the Agreement.

3.8.

Support and maintenance

During the Subscription Term, Company shall provide support and maintenance in accordance with the service level agreement provided in the Order Form.

3.9.

Obligations and Restrictions

The Customer is obligated to inform the Company of the Customer contact point and any changes hereto.


The Customer shall:


  1. ensure that the Service is used only in accordance with ordinary use and its intended purpose and this Agreement and shall ensure the Users are instructed accordingly;

  2. prevent un-authorized access or use;

  3. prevent the Customer and/or its Users from using the Service in a manner which could in any way harm the Company name, reputation, or goodwill, or which violates applicable laws or regulations.


Except as expressly permitted otherwise under this Agreement, Customer shall not and shall not allow (directly and indirectly) any User or any third party to: 


  1. copy, modify, improve, further develop or create derivative works of or distribute any part of Probe, Feature, Added Feature or the Service (including by incorporation into its products);

  2. sell, license (or sub-license), lease, assign, transfer, pledge, or share Customer's rights under this Agreement with any third party;

  3. disclose the results of any testing or benchmarking of Probe, Feature, Added Feature or the Service to any third party;

  4. disassemble, decompile, reverse engineer or attempt to discover the Probe, Feature, Added Feature, source code or underlying algorithms;

  5. use the Service in a manner that violates or infringes any rights of any third party, including but not limited to, privacy rights, publicity rights or intellectual property rights;

  6. remove or alter any trademarks or other proprietary notices related to the Service;

  7. circumvent, disable or otherwise interfere with security-related features of the Service or Features that enforce use limitations;

  8. export, make available or use the Service in any manner prohibited by applicable laws (including without limitation export control laws);

  9. take any action that imposes or may impose (as determined in Company’s reasonable discretion) an unreasonable or disproportionately large load on the servers, network, bandwidth, or other cloud infrastructure which operate or support the Service, or otherwise systematically abuse or disrupt the integrity of such servers, network, bandwidth, or infrastructure;

  10. transmit any malicious code (i.e. software viruses, Trojan horses, worms, malware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system) or other unlawful material in connection with the Service; and/or

  11. use Probe, Feature, Added Feature or the Service to develop any service or product that is the same as (or substantially similar to) Probe or the Service.

3.10.

Suspension

Company reserves the right to temporarily suspend provision of the Service:


  1. if Customer is seven (7) days or more overdue on a payment; 

  2. if the Company deems such suspension necessary as a result of Customer’s breach under this Agreement; 

  3. if the Customer engages in conduct that is detrimental to the Company or its employees, including but not limited to harassment, dishonesty, or criminal activity;

  4. if the Company determines, in its sole discretion, that continuing to provide the Service could violate any applicable law or regulation the Company may suspend the Service immediately upon notice to the Customer;

  5. as required by law or pursuant to a legal order from the authority.


In the event of suspension, the Company will provide written notice to the Customer specifying the reason for the suspension, the conditions that must be met for the resumption of services, and any applicable timeframes for resolution. The Company shall not be liable for any losses, damages, or delays resulting from the suspension of Service under this provision. For avoidance of any doubt the Customer remains responsible for any accrued fees and expenses up to the date of suspension and any additional fees incurred for work required to reinstate the Service. The Company will resume the Service promptly upon Customer’s compliance with the conditions outlined in the notice of suspension, including full payment of any overdue amounts or rectification of the breach.

4.

Intellectual property rights

4.1.

Intellectual property rights belong to the Company

The Company reserves all rights, title, and interest in and to Probe, Documentation, Feature, Added Feature or the Service, including all software, other documentation, technology, knowhow, developments, and future versions. These rights include all associated Intellectual Property Rights, except for third party components.


This Agreement does not convey to Customer any interest in or to the Service, Probe  and all related software, including its accompanying Documentation, other than for limited rights expressly granted in the Agreement. Nothing in the Agreement shall be construed as constituting a waiver of the Company’s intellectual property rights under any law.


The Service may use or include third party open-source software, files, libraries or components that may be distributed to Customer and are subject to third party open-source license terms. If there is a conflict between any open-source license and the terms of this Agreement, then the open-source license terms shall prevail, but solely in connection with the related third party open source software. Company makes no warranty or indemnity hereunder with respect to any third-party open-source software.


The Customer grants to the Company a royalty-free, worldwide irrevocable, perpetual, sub-licensable and transferable license to copy, display, modify, distribute, create derivative works of, use, and incorporate into the Service any suggestions, recommendations, or other feedback provided by the Customer to the Company with respect to the Service.

4.2.

Alleged infringement of intellectual property rights

Company agrees to defend, at its expense, any third party action or suit brought against Customer alleging that the Services, when used as permitted under this Agreement, infringe intellectual property rights of a third party.


The Customer shall promptly notify the Company in writing of such claim; and the Customer grants Company the sole authority to handle the defines or settlement of any such claim and provide the Company with all reasonable information and assistance in connection therewith, at Company’s expense. Company will not be bound by any settlement that Customer enters without Company's prior written consent.


If the Service becomes, or in Company's opinion is likely to become, the subject of an intellectual property infringement claim, then Company may, at its sole discretion: (a) procure for Customer the right to continue using the Service; (b) replace or modify the Service to avoid the IP Infringement Claim; or (c) if options (a) and (b) cannot be accomplished despite Company's reasonable efforts, then the Company may terminate the Agreement upon written notice to Customer, and Customer shall be entitled to receive a prorated refund of any prepaid Subscription Fees under based on the remaining period of the corresponding Subscription Term.


Notwithstanding the foregoing, Company shall have no responsibility for IP Infringement Claims resulting from or based on: (i) Company’s compliance with Customer’s instructions or specification; (ii) modifications to the Service made by a party other than the Company or its designee; (iii) the Customer's failure to implement software updates provided by the Company specifically to avoid infringement; or (iv) combination or use of the Services with equipment, devices or software not supplied by Company or not in accordance with the Documentation.


This Section states Company's entire liability, and Customer's exclusive remedy, for any IP Infringement Claim.

5.

Customer Data

4.1.

Customer Data will in general be stored into Customer’s own IT environment. The Customer accepts that Customer Data may be transferred to data centres made available for providing the Service. 


The Company shall be entitled to access Customer Data when required to provide the Service, and the Customer grants to the Company a worldwide, non-exclusive, royalty-free, non-sub-licensable (except to the Companies sub-suppliers and consultants performing services on behalf of the Company) right and license to copy, use, display, modify, distribute, store, aggregate, or compile Customer Data for purpose of delivering the Service. The Customer guarantees that Customer data does not infringe third-party rights and do not contain material that may be offensive or violate applicable laws. The Customer is responsible for the accuracy, quality, and legality of the Customer Data and the means by which the data are acquired, transmitted, and stored by or on behalf of the Customer in connection with or relating to the Service. Company may disclose Customer Data to satisfy any applicable law, regulation, legal process, subpoena or governmental request.


For avoidance of doubt any anonymous information, which is derived from the use of the Probe,  Feature, Added Feature or the Service (i.e., metadata, aggregated and/or analytics information and/or intelligence relating to the operation, support, and/or Customer’s use, of the Service) which is not a personally identifiable information may be used by the Company for any purpose including for development, providing support, prevention of system abuse, fulfill legal obligations and/or for statistical purposes. The Company shall have ownership over the foregoing information.

6.

Data Privacy

4.1.

The Customer is responsible that the Customer Data are collected and processed by the Customer in compliance with applicable data protection regulations. If the Customer asserts a potentially unlawful instructions to the Company to perform an act or omission, the Company may deny to follow the instruction and if the Company, without knowing that the instruction is unlawful, follows such instruction, the Company shall not incur liability towards the Customer, and the Customer shall indemnify and hold harmless the Company for any claim asserted by third parties arising or resulting from the instruction of the Customer. If required by applicable data protection law legislation the Company and the Customer shall conclude a data processing agreement.


The Company's privacy policy is currently available at https://splx.ai/legal/privacy-policy 


If the Customer concludes the Agreement it shall be deemed that the Customer has read the Company privacy policy. The Customer is obligated to inform itself of all privacy policy changes and amendments.

7.

Confidentiality

4.1.

Each Party shall take reasonable measures, at least as protective as those taken to protect its own Confidential Information, but in no event less than reasonable care, to protect the other Party's Confidential Information from disclosure to a third party. The receiving party’s obligations under this Section, with respect to any Confidential Information of the disclosing party, shall not apply to and/or shall terminate if such information: 

  1. was already lawfully known to the receiving party at the time of disclosure by the disclosing party;

  2. was disclosed to the receiving party by a third party who had the right to make such disclosure without any confidentiality restrictions;

  3. is, or through no fault of the receiving party has become, generally available to the public; or 

  4. was independently developed by the receiving party without access to, use of, or reliance on, the disclosing party’s Confidential Information. 


Neither Party shall use or disclose the Confidential Information of the other Party except for performance of its obligations under this Agreement. The receiving party shall only permit access to the disclosing party's Confidential Information to its respective employees, consultants, Affiliates, agents and subcontractors on a need-to-know basis, and who either 


  1. have signed a non-disclosure agreement with the receiving party containing terms at least as restrictive as those contained herein or 

  2. are otherwise bound by a duty of confidentiality to the receiving party at least as restrictive as the terms set forth herein,


in any event, the receiving party shall remain liable for any acts or omissions of such persons. 


The receiving party will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body, provided that it promptly notifies the disclosing party in writing of such required disclosure to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure and cooperates reasonably with the disclosing party in connection therewith. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing party.

8.

Representations & Warranties

4.1.

Each Party represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; and that the execution and performance of this Agreement will not conflict with other agreements, commitments and licenses to which it is bound or violate applicable law. Customer further represents and warrants that it has obtained all required approvals and permissions necessary to allow the Company to perform the Service.


The Company represents and warrants that, under normal authorized use, the Service shall substantially perform in conformance with its Documentation.

9.

Disclaimers

4.1.

Except as expressly provided in the Agreement, the Company does not make any implied or statutory representations or warranties of any kind, and the Company specifically disclaims all implied warranties, including any warranties of merchantability, satisfactory quality title, non-interference, fitness for a particular purpose, qualifications, accuracy, title and non-infringement to the maximum extent permitted by applicable law. The Company does not warrant that the services will meet customer's requirements.


The Company does not warrant against breakdowns, errors, bugs, malfunctions, interruptions, or incidents of cyberattack. The Company disclaims liability for any downtime caused by failure in electricity supply, lack of stability or breakdowns of data centres, or other harm or damages due to defaults in deliveries from Customer’s hosting providers.  The Company disclaims liability for any failures or other problems inherent in use of the internet and electronic communications or for issues related to public networks. The Company does not accept any liability for the content of the Customer’s Data. It is the sole responsibility of the Customer to verify and monitor its use of the Service against compliance with laws, rules, or regulations in the jurisdictions applicable to the Customer and its Users.


The Company does not warrant, and the Company disclaims all liabilities for, the Customer’s use of Third Party Software and any results, functionality, compatibility, reliability, interoperability, or integrations when integrated or interoperated with the Probe, Feature, Added Feature or the Service. The Company does not warrant, and the Company disclaims all liability for, availability, security, or functionality of the Customer’s IT systems and set-up, or data entries. The burden is upon the Customer to prove that a loss suffered by the Customer cannot be attributed to Third Party Software or Customer’s other IT systems, set-up, data entries, acts or omissions. In the event that the Company incurs liability to a third party due to the Customer’s actions, omissions, or data, the Customer shall indemnify the Company for all third-party claims, penalties, and reasonable costs (including court and attorney at law costs).

10.

Remedies and audit

4.1.

As the Customer's sole and exclusive remedy and Company's sole liability for breach of the warranties, Company shall use commercially reasonable efforts to repair the Service. The warranty set forth herein shall not apply if the failure of the Service results from or is otherwise attributable to:


  1. repair, maintenance or modification of the Service by persons other than Company or its authorized contractors; 

  2. accident, negligence, abuse or misuse of the Service; 

  3. use of the Service other than in accordance with the Documentation; 

  4. the combination of the Service with equipment or software not authorized or provided by Company; 

  5. any inaccuracy in the code or other information provided or made available to Company. 


The Company is entitled to audit your use of Services. The Customer grants the Company or its auditor, upon fifteen business (15) days prior written notice, the right to reasonably examine the use of Services by the Customer and its Users.

11.

LIMITATION OF LIABILITY

4.1.

The Company shall only be liable for loss or damage if it is proven that the loss or damage is foreseeable and, under applicable law due to liable acts or omissions of the Company in connection with the performance of its duties under this Agreement. The provisions of this Section with its limitations and exclusions are in effect to the maximum extent permitted by applicable law.


In no event shall the Company be liable to the Customer, and its Users of the Service, for any indirect, special, incidental, consequential, reliance, or punitive damages or loss, including but not limited to loss of profits, revenue, savings, time, or loss as a consequence of any other kind of business interruption, under any theory of recovery, including liability arising by way of indemnity, in contract or in tort, product liability or otherwise, and whether or not the Company has been advised of the possibility of such loss or damage.


The maximum aggregate liability of the Company towards the Customer, upon any claims whatsoever, arising out of this Agreement, data processing agreement or provision of Service, regardless of the forum and regardless of whether any action or claim is based on contract, tort, or otherwise, except in the case of gross negligence or willful misconduct by the Company, shall not exceed but in any event be limited to the amount corresponding to the Subscription Fee paid for a period of 12 month preceding the event causing the claim. The Company excludes any liability in relation to loss or damage of data or records of data or other information, unless this is due to the gross negligence or wilful misconduct of the Company. The Company assumes product liability only to the extent that the product liability may not be contractually waived but disclaims product liability on any other basis. The exclusions and limitations stated in this Section shall also apply to any product liability.


IN ALL CASES THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

12.

Termination

12.1.

Termination for Breach

Each Party may terminate this Agreement immediately upon written notice to the other Party if the other Party commits a material breach under this Agreement and, if curable, fails to cure that breach within fifteen (15) days after receipt of written notice specifying the material breach (except that for payment defaults, such cure period will be seven (7) days).

12.2.

Termination for Bankruptcy

Each Party may terminate this Agreement upon written notice to the other Party upon the occurrence of any of the following events in respect of such other Party: (a) a receiver is appointed for the other Party or its property, which appointment is not dismissed within sixty (60) days; (b) the other Party makes a general assignment for the benefit of its creditors; (c) the other Party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief law, which proceedings are not dismissed within sixty (60) days; or (d) the other Party is liquidating, dissolving or ceasing normal business operations.

12.3.

Effect of Termination

Upon termination or expiration of this Agreement for any reason: (a) the Subscription shall automatically terminate, (b) Customer shall cease all access and use of the Services thereunder, (c) Customer shall (as directed by the Company) permanently erase and/or return all Confidential Information of Company in Customer's possession or control, and (d) any sums paid by Customer until the date of termination or expiration are nonrefundable. Following termination or expiration, all outstanding fees and other charges that accrued as of termination, shall become immediately due and payable, and if necessary, Company shall issue a final invoice, therefore.

12.4.

Survival

Sections ‎4 (Intellectual Property Rights) through ‎16 (Miscellaneous) shall survive termination or expiration of this Agreement, and the provisions of this Agreement that, by their nature and content, must survive the termination or expiration of this Agreement in order to achieve the fundamental purposes of this Agreement shall so survive. Termination shall not affect any rights and obligations accrued as of the effective date of termination.

13.

Force Majeure event

4.1.

The Company shall not be liable to the Customer for delay or non-performance of its obligation or loss or damages if caused by an event which is unforeseeable, beyond the control of the Company, and cannot be remedied by the exercise of commercially reasonable efforts. Force Majeure shall include, without limitations acts of God, perils of the sea or air, fire, flood, drought, explosion, terror, sabotage, and shall for this Agreement be deemed to include cybersecurity attacks, events of computer, tele-communications, internet service provider or hosting facility failures or delays involving hardware, software, or power systems not within the Company’s possession or reasonable control. The Company shall be relieved from its obligations (or part thereof) as long as performance is hindered due to Force Majeure.

14.

Miscellaneous

14.1.

Entire Agreement

This Agreement, including any Order Form(s), data processing agreement (if any) and any exhibits attached or referred hereto, represents the complete agreement concerning the subject matter hereof and may be amended only by a written agreement executed by both Parties. For clarity, it is hereby explicitly agreed by the Parties that any terms and conditions printed, or linked to, within any Customer’s purchase order which are in addition to and/or inconsistent with the terms and conditions of this Agreement, shall be of no effect. The section and subsection headings used in this Agreement are for convenience of reading only and shall not be used or relied upon to interpret this Agreement. This Agreement may be executed in any number of counterparts (including digitally, electronically scanned and e-mailed PDF copies, and any similarly signed and electronically or digitally transmitted copies) each of which will be considered an original, but all of which together will constitute one and the same instrument.

14.2.

Waiver

The failure of either Party to enforce any rights granted hereunder or to act against the other Party in the event of any breach hereunder shall not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

14.3.

Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, then: (a) the remaining provisions of this Agreement shall remain in full force and effect; and (b) the Parties agree that the court making such determination shall have the power to limit the provision, to delete specific words or phrases, or to replace the provision with a provision that is legal, valid and enforceable and that most closely approximates the original legal intent and economic impact of such provision, and this Agreement shall be enforceable as so modified in respect of such jurisdiction. In the event such court does not exercise the power granted to it as aforesaid, then such provision will be ineffective solely as to such jurisdiction and will be substituted (in respect of such jurisdiction) with a valid, legal and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.

14.4.

Government Users

Any use of the Service by an agency, department, or other entity of the United States government shall be governed solely by the terms of this Agreement.

14.5.

No Third-Party Beneficiaries

Except as stated otherwise herein, this Agreement is for the sole benefit of the Parties hereto and nothing herein, express or implied, shall give, or be construed to give, any rights hereunder to any other person.

14.6.

Assignment

This Agreement may not be assigned by Customer, in whole or in part, without Company's prior express written consent. Company may assign this Agreement, in whole or in part, without restriction or obligation. Furthermore, any Company obligation hereunder may be performed (in whole or in part), and any Company right (including invoice and payment rights) or remedy may be exercised (in whole or in part), by an Affiliate of Company. Any prohibited assignment will be null and void. Subject to the provisions of this Section (Assignment), this Agreement will bind and inure to the benefit of each Party and its respective successors and assigns.

14.7.

Relationship

This Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties.

14.8.

Publicity

Company may use Customer’s name and logo on Company's website and in its promotional materials to state that Customer is a customer.

14.9.

Third Party Content

The Service may present, or otherwise allow Customer to view, access, link to, and/or interact with, Content from third parties and other sources that are not owned or controlled by Company. The Service may also enable Customer to communicate with the related third parties. The display or communication to Customer of such Third-Party Content does not (and shall not be construed to) in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by Company of such Third-Party Content or third party, nor any affiliation between Company and such third party. Company shall have no obligation or liability of any kind whatsoever for Third Party Content or for the third party's policies, practices, actions, or omissions. If Customer enables or uses Third Party Content with the Service, Company will allow the Third-Party Content providers to access and use Customer Content as required for the interoperation of the Third-Party Content and the Service. Any Third-Party Content provider’s use of Customer Content is subject to the applicable agreement between Customer and the Third-Party Content provider.

14.10.

Amendment

This Agreement may only be modified or supplemented by a written instrument referencing this Agreement, which is duly signed by each Party.

14.11.

Notices

Any notice or communication required or permitted under this Agreement will be in writing to the email addresses set forth in the Agreement (or at such other email address as may be given in writing by either Party), and will be deemed to have been received by the addressee upon: the day of sending by email. 


Email notifications to Company shall be to support@splx.ai.

14.12.

Expense

Except as may be expressly stated otherwise in this Agreement, each Party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of this Agreement (and any documents referred to in it).

14.13.

Customer Resources

Except for the Service, Customer shall be solely responsible: (a) for providing all hardware, software, systems, assets, facilities, and ancillary goods and services needed for Customer to access and use the Service; (b) for ensuring their compatibility with the Service; and (c) for obtaining (and maintaining) all consents and licenses necessary to exercise Customer's rights under the Subscription. In the event Company is legally or contractually required to modify or replace features or functionalities of the Service in order to ensure the Service complies with the terms of service or privacy policies of various platforms, networks and/or websites, Customer shall be responsible for making all necessary changes to Customer’s hardware, software, systems, assets, and facilities in order to continue using the Service.

14.14.

Global Trade Compliance

You agree to comply with the trade-related laws and regulations of the U.S. and other national governments. If you export, import or otherwise transfer any of the Services, you will be responsible for obtaining any required export or import authorizations.

14.15.

U.S. Government

If the Services are licensed to you for use in the performance of a U.S. Government prime contract or subcontract, you agree that consistent with FAR 12.211 and 12.212, commercial computer software, computer software documentation and technical data for commercial items are licensed under this Agreement.

14.16.

Anti-Corruption Laws

You acknowledge that you are familiar with the provisions of the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and other similar anti-corruption legislation in other jurisdictions where you do business, or which otherwise apply to you (together, “Anti-Corruption Laws”). You agree that you shall not, in connection with this Agreement, make any payment or transfer anything of value to, offer, promise or give a financial or other advantage to, or request, agree to receive or accept a financial or other advantage from, either directly or indirectly: (a) any government official or employee (including employees of a government corporation or public international organization); (b) any political party or candidate for public office; or (c) any other person or entity with an intent to obtain or retain business or otherwise gain an improper business advantage. You further agree that you will not take any action which would cause either you or any direct or indirect licensor to be in violation of the Anti-Corruption Laws. You agree to promptly notify the Company if you become aware of any such violation. In case of breach of the above, the Company may suspend or terminate your rights hereunder at any time without notice or liability.

15.

Governing Law; Jurisdiction

4.1.

This Agreement shall be solely governed by and construed in accordance with the laws of State of Delaware without regard to any conflicts of laws, rules or principles. For avoidance of any doubt the following laws and regulations shall not apply: (i) The United Nations Convention on Contracts for the International Sale of Goods and (ii) Uniform Computer Information Transactions Act (UCITA) (regardless of where or when adopted).


Any claim, dispute or controversy between the Parties will be subject to the exclusive jurisdiction and venue of the located in Delaware County and each Party hereby irrevocably submits to the personal jurisdiction of such courts and waives any jurisdictional, venue, or inconvenient forum objections to such courts.


Notwithstanding the foregoing, each Party may seek equitable relief in any court of competent jurisdiction. EACH PARTY IRREVOCABLY WAIVES ITS RIGHT TO TRIAL OF ANY ISSUE BY JURY. EXCEPT TO SEEK EQUITABLE RELIEF, PAYMENT OF FEES, OR TO OTHERWISE PROTECT OR ENFORCE A PARTY'S INTELLECTUAL PROPERTY RIGHTS OR CONFIDENTIALITY OBLIGATIONS, NO ACTION, REGARDLESS OF FORM, UNDER THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN ONE (1) YEAR AFTER THE DATE ON WHICH THE CORRESPONDING LIABILITY AROSE. Any claims or damages that Customer may have against Company shall only be enforceable against Company, and not any other entity or Company's officers, directors, representatives, employees, or agents.


Notwithstanding the above, each Party acknowledges that due to the nature of the Agreement and the Service, any actual or threatened breach of the Agreement or unauthorized use of the Service, Probe, Feature, or Added Feature, may cause immediate and/or irreparable injury or harm and, therefore, a Party shall be entitled to seek injunctive relief in any jurisdiction to enforce its intellectual property rights.

16.

Effective date and changes to this Terms & Conditions

4.1.

This Terms and conditions replace all previous terms and conditions for the Service, unless otherwise agreed, and shall apply to all purchases or renewals of Subscriptions as of 12 September, 2024. 


The Company may modify this Terms and Conditions with one month notice after such modifications have been posted on the Company website. It is the Customer’s obligation to keep up to date on changes to the terms as posted on the Company website. Notwithstanding the above, if the terms are materially changed to the detriment of the Customer, the Company must provide a notice of not less than 30 days to the Customer contact, and the Customer has the right to terminate in writing the Agreement pursuant to the termination provisions of the Agreement. Use of the Service after the change of the terms has come into force constitutes acceptance of such changed terms.

If you have any questions about these Terms of Conditions, please contact us at info@splx.ai.