AtmosphericAI

Background

1.1. Atmospheric AI has created proprietary data-based supply chain intelligence, data solutions, methodology and a technology platform (together, the Atmospheric AI Platform), which Customer wishes to receive and use.

1.2. These terms and conditions do not take effect, and Atmospheric AI is under no obligation to provide any access to the Atmospheric AI Platform, unless and until an order form incorporating these terms and conditions is fully signed by both parties (an Order Form). An Order Form shall take effect upon the last signature (Effective Date). An Order Form and these terms and conditions are together the Agreement.

Background

1.1. Atmospheric AI has created proprietary data-based supply chain intelligence, data solutions, methodology and a technology platform (together, the Atmospheric AI Platform), which Customer wishes to receive and use.

1.2. These terms and conditions do not take effect, and Atmospheric AI is under no obligation to provide any access to the Atmospheric AI Platform, unless and until an order form incorporating these terms and conditions is fully signed by both parties (an Order Form). An Order Form shall take effect upon the last signature (Effective Date). An Order Form and these terms and conditions are together the Agreement.

Background

1.1. Atmospheric AI has created proprietary data-based supply chain intelligence, data solutions, methodology and a technology platform (together, the Atmospheric AI Platform), which Customer wishes to receive and use.

1.2. These terms and conditions do not take effect, and Atmospheric AI is under no obligation to provide any access to the Atmospheric AI Platform, unless and until an order form incorporating these terms and conditions is fully signed by both parties (an Order Form). An Order Form shall take effect upon the last signature (Effective Date). An Order Form and these terms and conditions are together the Agreement.

Licence to Atmospheric AI Platform

2.1. Subject to payment of the fees, Atmospheric AI grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable, revocable licence to access and use the Atmospheric AI Platform solely for the Customer's own internal business purposes, during the term of this Agreement. The foregoing licence applies only to the Atmospheric AI Platform as at the date of this Agreement; access to any new features or functionality may be provided subject to the parties' written agreement (including by email). Customer's access to the Atmospheric AI Platform shall be through such means as Atmospheric AI reasonably determines, which may include a password-protected login.

2.2. The Atmospheric AI Platform allows the Customer to input its own data (which shall exclude personal data as defined in applicable data protection law) (Customer Data) and to generate reports, data and analysis (Outputs).

2.3. The licence to use the Atmospheric AI Platform is limited to Customer's officers and employees. Customer shall not permit any third party to access or use the Atmospheric AI Platform (whether on behalf of Customer or otherwise) without Atmospheric AI's prior express written consent. The Customer shall not make any Outputs available to any third party without Atmospheric AI's prior express written consent.

Licence to Atmospheric AI Platform

2.1. Subject to payment of the fees, Atmospheric AI grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable, revocable licence to access and use the Atmospheric AI Platform solely for the Customer's own internal business purposes, during the term of this Agreement. The foregoing licence applies only to the Atmospheric AI Platform as at the date of this Agreement; access to any new features or functionality may be provided subject to the parties' written agreement (including by email). Customer's access to the Atmospheric AI Platform shall be through such means as Atmospheric AI reasonably determines, which may include a password-protected login.

2.2. The Atmospheric AI Platform allows the Customer to input its own data (which shall exclude personal data as defined in applicable data protection law) (Customer Data) and to generate reports, data and analysis (Outputs).

2.3. The licence to use the Atmospheric AI Platform is limited to Customer's officers and employees. Customer shall not permit any third party to access or use the Atmospheric AI Platform (whether on behalf of Customer or otherwise) without Atmospheric AI's prior express written consent. The Customer shall not make any Outputs available to any third party without Atmospheric AI's prior express written consent.

Licence to Atmospheric AI Platform

2.1. Subject to payment of the fees, Atmospheric AI grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable, revocable licence to access and use the Atmospheric AI Platform solely for the Customer's own internal business purposes, during the term of this Agreement. The foregoing licence applies only to the Atmospheric AI Platform as at the date of this Agreement; access to any new features or functionality may be provided subject to the parties' written agreement (including by email). Customer's access to the Atmospheric AI Platform shall be through such means as Atmospheric AI reasonably determines, which may include a password-protected login.

2.2. The Atmospheric AI Platform allows the Customer to input its own data (which shall exclude personal data as defined in applicable data protection law) (Customer Data) and to generate reports, data and analysis (Outputs).

2.3. The licence to use the Atmospheric AI Platform is limited to Customer's officers and employees. Customer shall not permit any third party to access or use the Atmospheric AI Platform (whether on behalf of Customer or otherwise) without Atmospheric AI's prior express written consent. The Customer shall not make any Outputs available to any third party without Atmospheric AI's prior express written consent.

Intellectual Property Rights

3.1. In this clause ‎3, Intellectual Property Rights means patents, patentable rights, copyright, design rights, utility models, trade marks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information, and all other intellectual and industrial property and similar or analogous rights existing in any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action).

3.2. Customer acknowledges that all Intellectual Property Rights in and to the Atmospheric AI Platform and all enhancements, modifications, extensions and derivative works thereof, are the property of Atmospheric AI or its licensors, and that Customer shall have no rights in or to the Atmospheric AI Platform other than the right to use it in solely in accordance with these terms and conditions.

3.3. Atmospheric AI acknowledges that all Intellectual Property Rights in and to Customer Data and Outputs are the property of Customer or its licensors, and that Atmospheric AI shall have no rights in or to Customer Data or Outputs other than as necessary to provide access to the Atmospheric AI Platform or otherwise to perform its obligations under this Agreement. To the extent any Intellectual Property Rights in the Customer Data or Outputs vest in Atmospheric AI, Atmospheric AI hereby assigns all such rights to the Customer.

3.4. Atmospheric AI may derive aggregated or anonymised data relating to this Agreement (including Customer Data) that is irreversibly disassociated with Customer, and may develop General skills, techniques, methods, processes, insights and / or experience, and Atmospheric AI will own all Intellectual Property Rights in and to that information and may use that information for commercial purposes, including product improvement. The Customer acknowledges that such purposes shall benefit the Customer under the terms of this Agreement, and each other customer of Atmospheric AI.

3.5. Customer shall not do or authorise any third party to do any act which would or might invalidate or be inconsistent with Atmospheric AI's Intellectual Property Rights and shall not omit or authorise any third party to omit to do any act which would have that effect or character.

Intellectual Property Rights

3.1. In this clause ‎3, Intellectual Property Rights means patents, patentable rights, copyright, design rights, utility models, trade marks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information, and all other intellectual and industrial property and similar or analogous rights existing in any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action).

3.2. Customer acknowledges that all Intellectual Property Rights in and to the Atmospheric AI Platform and all enhancements, modifications, extensions and derivative works thereof, are the property of Atmospheric AI or its licensors, and that Customer shall have no rights in or to the Atmospheric AI Platform other than the right to use it in solely in accordance with these terms and conditions.

3.3. Atmospheric AI acknowledges that all Intellectual Property Rights in and to Customer Data and Outputs are the property of Customer or its licensors, and that Atmospheric AI shall have no rights in or to Customer Data or Outputs other than as necessary to provide access to the Atmospheric AI Platform or otherwise to perform its obligations under this Agreement. To the extent any Intellectual Property Rights in the Customer Data or Outputs vest in Atmospheric AI, Atmospheric AI hereby assigns all such rights to the Customer.

3.4. Atmospheric AI may derive aggregated or anonymised data relating to this Agreement (including Customer Data) that is irreversibly disassociated with Customer, and may develop General skills, techniques, methods, processes, insights and / or experience, and Atmospheric AI will own all Intellectual Property Rights in and to that information and may use that information for commercial purposes, including product improvement. The Customer acknowledges that such purposes shall benefit the Customer under the terms of this Agreement, and each other customer of Atmospheric AI.

3.5. Customer shall not do or authorise any third party to do any act which would or might invalidate or be inconsistent with Atmospheric AI's Intellectual Property Rights and shall not omit or authorise any third party to omit to do any act which would have that effect or character.

Intellectual Property Rights

3.1. In this clause ‎3, Intellectual Property Rights means patents, patentable rights, copyright, design rights, utility models, trade marks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information, and all other intellectual and industrial property and similar or analogous rights existing in any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action).

3.2. Customer acknowledges that all Intellectual Property Rights in and to the Atmospheric AI Platform and all enhancements, modifications, extensions and derivative works thereof, are the property of Atmospheric AI or its licensors, and that Customer shall have no rights in or to the Atmospheric AI Platform other than the right to use it in solely in accordance with these terms and conditions.

3.3. Atmospheric AI acknowledges that all Intellectual Property Rights in and to Customer Data and Outputs are the property of Customer or its licensors, and that Atmospheric AI shall have no rights in or to Customer Data or Outputs other than as necessary to provide access to the Atmospheric AI Platform or otherwise to perform its obligations under this Agreement. To the extent any Intellectual Property Rights in the Customer Data or Outputs vest in Atmospheric AI, Atmospheric AI hereby assigns all such rights to the Customer.

3.4. Atmospheric AI may derive aggregated or anonymised data relating to this Agreement (including Customer Data) that is irreversibly disassociated with Customer, and may develop General skills, techniques, methods, processes, insights and / or experience, and Atmospheric AI will own all Intellectual Property Rights in and to that information and may use that information for commercial purposes, including product improvement. The Customer acknowledges that such purposes shall benefit the Customer under the terms of this Agreement, and each other customer of Atmospheric AI.

3.5. Customer shall not do or authorise any third party to do any act which would or might invalidate or be inconsistent with Atmospheric AI's Intellectual Property Rights and shall not omit or authorise any third party to omit to do any act which would have that effect or character.

Warranties

4.1. Atmospheric AI warrants that the Atmospheric AI Platform shall be provided with reasonable skill and care by a sufficient number of suitably experienced personnel.

4.2. Customer shall not:
(a) Attempt to de-compile, reverse engineer, copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Atmospheric AI Platform except to the extent expressly permitted by applicable law or under this Agreement; or
(b) L:icense, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit or make the Atmospheric AI Platform available to any third party,
and Atmospheric AI reserves the right, without liability or prejudice to its other rights, to suspend access to the Atmospheric AI Platform if Customer is in breach of this clause and, despite Atmospheric AI's request, Customer has not remedied the breach.

4.3. Each party agrees that it shall not introduce or permit the introduction into the other party's network and information systems any malware or material that: (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; (vi) does or is likely to prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, or (vii) is otherwise illegal or causes damage or injury to any person or property.

Warranties

4.1. Atmospheric AI warrants that the Atmospheric AI Platform shall be provided with reasonable skill and care by a sufficient number of suitably experienced personnel.

4.2. Customer shall not:
(a) Attempt to de-compile, reverse engineer, copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Atmospheric AI Platform except to the extent expressly permitted by applicable law or under this Agreement; or
(b) L:icense, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit or make the Atmospheric AI Platform available to any third party,
and Atmospheric AI reserves the right, without liability or prejudice to its other rights, to suspend access to the Atmospheric AI Platform if Customer is in breach of this clause and, despite Atmospheric AI's request, Customer has not remedied the breach.

4.3. Each party agrees that it shall not introduce or permit the introduction into the other party's network and information systems any malware or material that: (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; (vi) does or is likely to prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, or (vii) is otherwise illegal or causes damage or injury to any person or property.

Warranties

4.1. Atmospheric AI warrants that the Atmospheric AI Platform shall be provided with reasonable skill and care by a sufficient number of suitably experienced personnel.

4.2. Customer shall not:
(a) Attempt to de-compile, reverse engineer, copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Atmospheric AI Platform except to the extent expressly permitted by applicable law or under this Agreement; or
(b) L:icense, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit or make the Atmospheric AI Platform available to any third party,
and Atmospheric AI reserves the right, without liability or prejudice to its other rights, to suspend access to the Atmospheric AI Platform if Customer is in breach of this clause and, despite Atmospheric AI's request, Customer has not remedied the breach.

4.3. Each party agrees that it shall not introduce or permit the introduction into the other party's network and information systems any malware or material that: (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; (vi) does or is likely to prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, or (vii) is otherwise illegal or causes damage or injury to any person or property.

Billing and Payment

5.1. Customer shall pay the fees to Atmospheric AI in accordance with this clause ‎5. The fees are as set out in the Order Form.

5.2. tmospheric AI will invoice Customer for the fees in respect of (i) the Initial Term upon the Effective Date and (ii) in respect of any Renewal Term, at the start of such Renewal Term.

5.3. Customer must pay all invoices within 30 days of the date of the invoice. Customer shall pay all invoices without deduction, set-off or withholding of any kind.

5.4. All fees shall be exclusive of VAT (which shall be payable in accordance with prevailing law) and are non-refundable.

Billing and Payment

5.1. Customer shall pay the fees to Atmospheric AI in accordance with this clause ‎5. The fees are as set out in the Order Form.

5.2. tmospheric AI will invoice Customer for the fees in respect of (i) the Initial Term upon the Effective Date and (ii) in respect of any Renewal Term, at the start of such Renewal Term.

5.3. Customer must pay all invoices within 30 days of the date of the invoice. Customer shall pay all invoices without deduction, set-off or withholding of any kind.

5.4. All fees shall be exclusive of VAT (which shall be payable in accordance with prevailing law) and are non-refundable.

Billing and Payment

5.1. Customer shall pay the fees to Atmospheric AI in accordance with this clause ‎5. The fees are as set out in the Order Form.

5.2. tmospheric AI will invoice Customer for the fees in respect of (i) the Initial Term upon the Effective Date and (ii) in respect of any Renewal Term, at the start of such Renewal Term.

5.3. Customer must pay all invoices within 30 days of the date of the invoice. Customer shall pay all invoices without deduction, set-off or withholding of any kind.

5.4. All fees shall be exclusive of VAT (which shall be payable in accordance with prevailing law) and are non-refundable.

Liability

6.1 . Subject to clause ‎6.2, Customer acknowledges and agrees that:
(a) The Outputs are comprised of a wide range of data points and are generated using a selection of the scientific methods and computational modelling techniques available at the time of creation. The Outputs may become out of date as the underlying data (including the Customer Data) and related methods and techniques evolve.
(b) Atmospheric AI cannot guarantee the accuracy, quality, completeness, reliability, integrity, fitness for purpose, originality or currency of the Atmospheric AI Platform or the Outputs, or their use for modelling purposes and is not liable for any loss or damage (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise), even if foreseeable, arising out of or in connection with any use of or reliance on the Atmospheric AI Platform or the Outputs, or any other data, output, reports or decisions derived from them.
(c) The Atmospheric AI Platform and the Outputs are provided to assist Customer with its business analysis, decisions and reporting at a certain point in time. However, Atmospheric AI does not make representations or warranties that the use of the Atmospheric AI Platform or the Outputs shall achieve any given outcome, including full compliance with applicable laws, or that any events to which the Outputs is reporting on will or will not happen.
(d) Atmospheric AI cannot and does not guarantee that the Atmospheric AI Platform will be free from viruses and/other code that may have contaminating or destructive elements. It is the Customer's responsibility to implement appropriate IT security safeguards (including anti-virus and other security checks) to satisfy its particular security requirements.
(e) Atmospheric AI shall not be liable to Customer in any circumstances whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss, damage, expense or liability incurred or sustained as a result of: (i) the use of any Atmospheric AI Platform and the Outputs outside the scope of the rights granted pursuant to clause ‎2; (ii) any adaptation or modification of the Atmospheric AI Platform or the Outputs, or integration or combination with any other product or material, unless expressly agreed by the parties; (iii) any defect arising in any Atmospheric AI Platform or the Outputs as a result of misuse, wilful damage, negligence on the part of anyone other than Atmospheric AI; or (iv) the continued use of a version or release of any Atmospheric AI Platform after Atmospheric AI has made an alternative version available to Customer, to the extent that any claim in respect of which Atmospheric AI would otherwise be obliged under this Agreement to cover would have been avoided by the use of such alternative version.
(f) Customer has sole responsibility for the legality, reliability, integrity, accuracy and quality of Customer Data and its use in the Outputs or other or any other data, output, reports or decisions derived from Customer Data and the Outputs.

6.2. Neither party's liability for (i) death or personal injury caused by its negligence, (ii) for fraudulent misrepresentation, (iii) breach of its confidentiality obligations set out in clause ‎7, or (iv) for any liability which may not lawfully be excluded or limited, is excluded or limited by this Agreement.

6.3. Subject to clause ‎6.2, neither party shall be liable for any loss of profits, sales, revenue, damage to business, brand or reputation, regulatory fines, loss of or corruption to data or for any indirect or consequential loss or damage.

6.4. Subject to clauses ‎6.1, ‎6.2 and ‎6.3, each party's total liability arising out of or relating to this Agreement in each period of 12 months (commencing on the Effective Date and any anniversary thereof) (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) shall be limited in aggregate to the fees paid or payable by the Customer in respect of that 12-month period.

Liability

6.1 . Subject to clause ‎6.2, Customer acknowledges and agrees that:
(a) The Outputs are comprised of a wide range of data points and are generated using a selection of the scientific methods and computational modelling techniques available at the time of creation. The Outputs may become out of date as the underlying data (including the Customer Data) and related methods and techniques evolve.
(b) Atmospheric AI cannot guarantee the accuracy, quality, completeness, reliability, integrity, fitness for purpose, originality or currency of the Atmospheric AI Platform or the Outputs, or their use for modelling purposes and is not liable for any loss or damage (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise), even if foreseeable, arising out of or in connection with any use of or reliance on the Atmospheric AI Platform or the Outputs, or any other data, output, reports or decisions derived from them.
(c) The Atmospheric AI Platform and the Outputs are provided to assist Customer with its business analysis, decisions and reporting at a certain point in time. However, Atmospheric AI does not make representations or warranties that the use of the Atmospheric AI Platform or the Outputs shall achieve any given outcome, including full compliance with applicable laws, or that any events to which the Outputs is reporting on will or will not happen.
(d) Atmospheric AI cannot and does not guarantee that the Atmospheric AI Platform will be free from viruses and/other code that may have contaminating or destructive elements. It is the Customer's responsibility to implement appropriate IT security safeguards (including anti-virus and other security checks) to satisfy its particular security requirements.
(e) Atmospheric AI shall not be liable to Customer in any circumstances whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss, damage, expense or liability incurred or sustained as a result of: (i) the use of any Atmospheric AI Platform and the Outputs outside the scope of the rights granted pursuant to clause ‎2; (ii) any adaptation or modification of the Atmospheric AI Platform or the Outputs, or integration or combination with any other product or material, unless expressly agreed by the parties; (iii) any defect arising in any Atmospheric AI Platform or the Outputs as a result of misuse, wilful damage, negligence on the part of anyone other than Atmospheric AI; or (iv) the continued use of a version or release of any Atmospheric AI Platform after Atmospheric AI has made an alternative version available to Customer, to the extent that any claim in respect of which Atmospheric AI would otherwise be obliged under this Agreement to cover would have been avoided by the use of such alternative version.
(f) Customer has sole responsibility for the legality, reliability, integrity, accuracy and quality of Customer Data and its use in the Outputs or other or any other data, output, reports or decisions derived from Customer Data and the Outputs.

6.2. Neither party's liability for (i) death or personal injury caused by its negligence, (ii) for fraudulent misrepresentation, (iii) breach of its confidentiality obligations set out in clause ‎7, or (iv) for any liability which may not lawfully be excluded or limited, is excluded or limited by this Agreement.

6.3. Subject to clause ‎6.2, neither party shall be liable for any loss of profits, sales, revenue, damage to business, brand or reputation, regulatory fines, loss of or corruption to data or for any indirect or consequential loss or damage.

6.4. Subject to clauses ‎6.1, ‎6.2 and ‎6.3, each party's total liability arising out of or relating to this Agreement in each period of 12 months (commencing on the Effective Date and any anniversary thereof) (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) shall be limited in aggregate to the fees paid or payable by the Customer in respect of that 12-month period.

Liability

6.1 . Subject to clause ‎6.2, Customer acknowledges and agrees that:
(a) The Outputs are comprised of a wide range of data points and are generated using a selection of the scientific methods and computational modelling techniques available at the time of creation. The Outputs may become out of date as the underlying data (including the Customer Data) and related methods and techniques evolve.
(b) Atmospheric AI cannot guarantee the accuracy, quality, completeness, reliability, integrity, fitness for purpose, originality or currency of the Atmospheric AI Platform or the Outputs, or their use for modelling purposes and is not liable for any loss or damage (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise), even if foreseeable, arising out of or in connection with any use of or reliance on the Atmospheric AI Platform or the Outputs, or any other data, output, reports or decisions derived from them.
(c) The Atmospheric AI Platform and the Outputs are provided to assist Customer with its business analysis, decisions and reporting at a certain point in time. However, Atmospheric AI does not make representations or warranties that the use of the Atmospheric AI Platform or the Outputs shall achieve any given outcome, including full compliance with applicable laws, or that any events to which the Outputs is reporting on will or will not happen.
(d) Atmospheric AI cannot and does not guarantee that the Atmospheric AI Platform will be free from viruses and/other code that may have contaminating or destructive elements. It is the Customer's responsibility to implement appropriate IT security safeguards (including anti-virus and other security checks) to satisfy its particular security requirements.
(e) Atmospheric AI shall not be liable to Customer in any circumstances whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss, damage, expense or liability incurred or sustained as a result of: (i) the use of any Atmospheric AI Platform and the Outputs outside the scope of the rights granted pursuant to clause ‎2; (ii) any adaptation or modification of the Atmospheric AI Platform or the Outputs, or integration or combination with any other product or material, unless expressly agreed by the parties; (iii) any defect arising in any Atmospheric AI Platform or the Outputs as a result of misuse, wilful damage, negligence on the part of anyone other than Atmospheric AI; or (iv) the continued use of a version or release of any Atmospheric AI Platform after Atmospheric AI has made an alternative version available to Customer, to the extent that any claim in respect of which Atmospheric AI would otherwise be obliged under this Agreement to cover would have been avoided by the use of such alternative version.
(f) Customer has sole responsibility for the legality, reliability, integrity, accuracy and quality of Customer Data and its use in the Outputs or other or any other data, output, reports or decisions derived from Customer Data and the Outputs.

6.2. Neither party's liability for (i) death or personal injury caused by its negligence, (ii) for fraudulent misrepresentation, (iii) breach of its confidentiality obligations set out in clause ‎7, or (iv) for any liability which may not lawfully be excluded or limited, is excluded or limited by this Agreement.

6.3. Subject to clause ‎6.2, neither party shall be liable for any loss of profits, sales, revenue, damage to business, brand or reputation, regulatory fines, loss of or corruption to data or for any indirect or consequential loss or damage.

6.4. Subject to clauses ‎6.1, ‎6.2 and ‎6.3, each party's total liability arising out of or relating to this Agreement in each period of 12 months (commencing on the Effective Date and any anniversary thereof) (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) shall be limited in aggregate to the fees paid or payable by the Customer in respect of that 12-month period.

Confidentiality

7.1 . Each party shall:
(a) Keep confidential all Confidential Information of the other party which it receives in connection with this Agreement(and for the avoidance of doubt, (i) Customer shall treat the Atmospheric AI Platform as Atmospheric AI's Confidential Information; and (ii) Atmospheric AI shall treat the Customer Data and Outputs as Customer's Confidential Information);
(b) Only use such Confidential Information as strictly necessary for the performance of, or exercise of its rights under, this Agreement;
(c) Ensure the Confidential Information of the other party remains segregated from its own data and information and the data and information of third parties;
(d) Not disclose such Confidential Information to any third party (other than its professional advisers, auditors, officers, employees, agents, contractors, sub-contractors on a 'need to know' basis as strictly required for the purposes of this Agreement and subject to each such person being bound by an obligation of confidentiality equivalent to this clause ‎7).

7.2. Atmospheric AI warrants that it shall not use the Customer Data to train or improve the Atmospheric AI Platform, or to provide services to other customers.

7.3. Upon expiry or termination of this Agreement or upon request from the party to whom the Confidential Information belongs shall promptly return the other party's Confidential Information and all materials (in whatever form) incorporating, embodying or recording any such Confidential Information in its possession or control.

7.4. Either party may disclose the other's Confidential Information to the extent required by law (but only to the extent of such requirement and provided that, subject to applicable law, the party making the disclosure notifies the other as soon as possible upon becoming aware and provides all relevant context).

7.5. For the purposes of this clause ‎7, Confidential Information means information (whether written, oral or in some other form) disclosed to or obtained by one party (whether directly or indirectly) from the other (whether before or after the Effective Date), including all information relating to that other's business, operations, systems, processes, products, trade secrets, contracts, finances, plans, strategies or current, former or prospective clients, customers, partners or suppliers (together with copies made of any of the foregoing) and which information is marked as being confidential or might reasonably be assumed to be confidential, but excluding information which: (a) is available to the public other than because of any breach of this Agreement; (b) is, when it is supplied, already known to whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; (c) is independently obtained by whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; or (d) is trivial or obvious.

Confidentiality

7.1 . Each party shall:
(a) Keep confidential all Confidential Information of the other party which it receives in connection with this Agreement(and for the avoidance of doubt, (i) Customer shall treat the Atmospheric AI Platform as Atmospheric AI's Confidential Information; and (ii) Atmospheric AI shall treat the Customer Data and Outputs as Customer's Confidential Information);
(b) Only use such Confidential Information as strictly necessary for the performance of, or exercise of its rights under, this Agreement;
(c) Ensure the Confidential Information of the other party remains segregated from its own data and information and the data and information of third parties;
(d) Not disclose such Confidential Information to any third party (other than its professional advisers, auditors, officers, employees, agents, contractors, sub-contractors on a 'need to know' basis as strictly required for the purposes of this Agreement and subject to each such person being bound by an obligation of confidentiality equivalent to this clause ‎7).

7.2. Atmospheric AI warrants that it shall not use the Customer Data to train or improve the Atmospheric AI Platform, or to provide services to other customers.

7.3. Upon expiry or termination of this Agreement or upon request from the party to whom the Confidential Information belongs shall promptly return the other party's Confidential Information and all materials (in whatever form) incorporating, embodying or recording any such Confidential Information in its possession or control.

7.4. Either party may disclose the other's Confidential Information to the extent required by law (but only to the extent of such requirement and provided that, subject to applicable law, the party making the disclosure notifies the other as soon as possible upon becoming aware and provides all relevant context).

7.5. For the purposes of this clause ‎7, Confidential Information means information (whether written, oral or in some other form) disclosed to or obtained by one party (whether directly or indirectly) from the other (whether before or after the Effective Date), including all information relating to that other's business, operations, systems, processes, products, trade secrets, contracts, finances, plans, strategies or current, former or prospective clients, customers, partners or suppliers (together with copies made of any of the foregoing) and which information is marked as being confidential or might reasonably be assumed to be confidential, but excluding information which: (a) is available to the public other than because of any breach of this Agreement; (b) is, when it is supplied, already known to whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; (c) is independently obtained by whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; or (d) is trivial or obvious.

Confidentiality

7.1 . Each party shall:
(a) Keep confidential all Confidential Information of the other party which it receives in connection with this Agreement(and for the avoidance of doubt, (i) Customer shall treat the Atmospheric AI Platform as Atmospheric AI's Confidential Information; and (ii) Atmospheric AI shall treat the Customer Data and Outputs as Customer's Confidential Information);
(b) Only use such Confidential Information as strictly necessary for the performance of, or exercise of its rights under, this Agreement;
(c) Ensure the Confidential Information of the other party remains segregated from its own data and information and the data and information of third parties;
(d) Not disclose such Confidential Information to any third party (other than its professional advisers, auditors, officers, employees, agents, contractors, sub-contractors on a 'need to know' basis as strictly required for the purposes of this Agreement and subject to each such person being bound by an obligation of confidentiality equivalent to this clause ‎7).

7.2. Atmospheric AI warrants that it shall not use the Customer Data to train or improve the Atmospheric AI Platform, or to provide services to other customers.

7.3. Upon expiry or termination of this Agreement or upon request from the party to whom the Confidential Information belongs shall promptly return the other party's Confidential Information and all materials (in whatever form) incorporating, embodying or recording any such Confidential Information in its possession or control.

7.4. Either party may disclose the other's Confidential Information to the extent required by law (but only to the extent of such requirement and provided that, subject to applicable law, the party making the disclosure notifies the other as soon as possible upon becoming aware and provides all relevant context).

7.5. For the purposes of this clause ‎7, Confidential Information means information (whether written, oral or in some other form) disclosed to or obtained by one party (whether directly or indirectly) from the other (whether before or after the Effective Date), including all information relating to that other's business, operations, systems, processes, products, trade secrets, contracts, finances, plans, strategies or current, former or prospective clients, customers, partners or suppliers (together with copies made of any of the foregoing) and which information is marked as being confidential or might reasonably be assumed to be confidential, but excluding information which: (a) is available to the public other than because of any breach of this Agreement; (b) is, when it is supplied, already known to whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; (c) is independently obtained by whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; or (d) is trivial or obvious.

Expiry and Termination

8.1. This Agreement shall commence on the Effective Date and remain in force for the initial term indicated on the Order Form (Initial Term), and shall thereafter renew as indicated on the Order Form (each such renewal being a Renewal Term with each Renewal Term further renewing in accordance with this clause 8.1), subject to this clause ‎8.

8.2. Either party may give notice not to renew by giving written notice with the minimum notice period indicated on the Order Form, such notice to take effect at the expiry of the Initial Term or then-current Renewal Term (as applicable).

8.3. Either party may terminate this Agreement immediately by giving written notice to the other if: (a) the other party is in material breach of any provision of this Agreement which is not remediable or, if remediable, is not remedied with a period of 10 business days after receipt of notice requiring such breach to be remedied; or (b) the other party is subject to an Insolvency Event. For the purposes of this clause ‎8.3, an Insolvency Event means either party becomes insolvent, makes composition with its creditors, has a receiver or administrator of its undertaking or the whole or a substantial part of its assets appointed, or an order is made, or an effective resolution is passed, for its administration, receivership, liquidation, winding-up or other similar process, or has any distress, execution or other process levied or enforced against the whole or a substantial part of its assets (which is not discharged, paid out, withdrawn or removed within 28 days), applies to court for, or obtains a moratorium under Part A1 of the Insolvency Act 1986, or is subject to any proceedings which are equivalent or substantially similar to any of the foregoing under any applicable jurisdiction, or ceases to trade or threatens to do so.

8.4. Upon termination or expiry of this Agreement: (a) Customer shall cease all further use of the Atmospheric AI Platform and the licence under clause ‎2 ends; and (b) Customer shall not generate or extract any new Outputs and may only continue using the Outputs generated prior to the termination or expiry of this Agreement provided any such use continues to be accordance with this Agreement.

8.5. Termination of this Agreement for any reason will not affect any accrued rights or liabilities of either party and any terms which, by their nature are intended to survive termination, shall survive including clauses ‎3, ‎6, ‎7, and ‎11.

Expiry and Termination

8.1. This Agreement shall commence on the Effective Date and remain in force for the initial term indicated on the Order Form (Initial Term), and shall thereafter renew as indicated on the Order Form (each such renewal being a Renewal Term with each Renewal Term further renewing in accordance with this clause 8.1), subject to this clause ‎8.

8.2. Either party may give notice not to renew by giving written notice with the minimum notice period indicated on the Order Form, such notice to take effect at the expiry of the Initial Term or then-current Renewal Term (as applicable).

8.3. Either party may terminate this Agreement immediately by giving written notice to the other if: (a) the other party is in material breach of any provision of this Agreement which is not remediable or, if remediable, is not remedied with a period of 10 business days after receipt of notice requiring such breach to be remedied; or (b) the other party is subject to an Insolvency Event. For the purposes of this clause ‎8.3, an Insolvency Event means either party becomes insolvent, makes composition with its creditors, has a receiver or administrator of its undertaking or the whole or a substantial part of its assets appointed, or an order is made, or an effective resolution is passed, for its administration, receivership, liquidation, winding-up or other similar process, or has any distress, execution or other process levied or enforced against the whole or a substantial part of its assets (which is not discharged, paid out, withdrawn or removed within 28 days), applies to court for, or obtains a moratorium under Part A1 of the Insolvency Act 1986, or is subject to any proceedings which are equivalent or substantially similar to any of the foregoing under any applicable jurisdiction, or ceases to trade or threatens to do so.

8.4. Upon termination or expiry of this Agreement: (a) Customer shall cease all further use of the Atmospheric AI Platform and the licence under clause ‎2 ends; and (b) Customer shall not generate or extract any new Outputs and may only continue using the Outputs generated prior to the termination or expiry of this Agreement provided any such use continues to be accordance with this Agreement.

8.5. Termination of this Agreement for any reason will not affect any accrued rights or liabilities of either party and any terms which, by their nature are intended to survive termination, shall survive including clauses ‎3, ‎6, ‎7, and ‎11.

Expiry and Termination

8.1. This Agreement shall commence on the Effective Date and remain in force for the initial term indicated on the Order Form (Initial Term), and shall thereafter renew as indicated on the Order Form (each such renewal being a Renewal Term with each Renewal Term further renewing in accordance with this clause 8.1), subject to this clause ‎8.

8.2. Either party may give notice not to renew by giving written notice with the minimum notice period indicated on the Order Form, such notice to take effect at the expiry of the Initial Term or then-current Renewal Term (as applicable).

8.3. Either party may terminate this Agreement immediately by giving written notice to the other if: (a) the other party is in material breach of any provision of this Agreement which is not remediable or, if remediable, is not remedied with a period of 10 business days after receipt of notice requiring such breach to be remedied; or (b) the other party is subject to an Insolvency Event. For the purposes of this clause ‎8.3, an Insolvency Event means either party becomes insolvent, makes composition with its creditors, has a receiver or administrator of its undertaking or the whole or a substantial part of its assets appointed, or an order is made, or an effective resolution is passed, for its administration, receivership, liquidation, winding-up or other similar process, or has any distress, execution or other process levied or enforced against the whole or a substantial part of its assets (which is not discharged, paid out, withdrawn or removed within 28 days), applies to court for, or obtains a moratorium under Part A1 of the Insolvency Act 1986, or is subject to any proceedings which are equivalent or substantially similar to any of the foregoing under any applicable jurisdiction, or ceases to trade or threatens to do so.

8.4. Upon termination or expiry of this Agreement: (a) Customer shall cease all further use of the Atmospheric AI Platform and the licence under clause ‎2 ends; and (b) Customer shall not generate or extract any new Outputs and may only continue using the Outputs generated prior to the termination or expiry of this Agreement provided any such use continues to be accordance with this Agreement.

8.5. Termination of this Agreement for any reason will not affect any accrued rights or liabilities of either party and any terms which, by their nature are intended to survive termination, shall survive including clauses ‎3, ‎6, ‎7, and ‎11.

Compliance

Each party represents and warrants that it shall comply in all material respects with all laws which are applicable to the performance of its obligations under this Agreement, including but not limited to the Bribery Act 2010 and the Modern Slavery Act 2015.

Compliance

Each party represents and warrants that it shall comply in all material respects with all laws which are applicable to the performance of its obligations under this Agreement, including but not limited to the Bribery Act 2010 and the Modern Slavery Act 2015.

Compliance

Each party represents and warrants that it shall comply in all material respects with all laws which are applicable to the performance of its obligations under this Agreement, including but not limited to the Bribery Act 2010 and the Modern Slavery Act 2015.

. Force Majeure

Other than payment of the fees in accordance with this Agreement, neither party will be liable to the other for any failure or delay in performing its obligations under this Agreement which arises because of any circumstances which it cannot reasonably be expected to control provided that it: (a) notifies the other in writing as soon as reasonably practicable about the nature and extent of the circumstances and likely effects; (b) uses all reasonable efforts to mitigate the effects of the circumstances so as to minimise or avoid any adverse impact on the other; (c) uses all reasonable efforts to resume performance as soon as reasonably practicable; and (d) could not have avoided the effects of the circumstances by taking steps that it ought reasonably to have taken in light of the matters known to it before the circumstances arose.

. Force Majeure

Other than payment of the fees in accordance with this Agreement, neither party will be liable to the other for any failure or delay in performing its obligations under this Agreement which arises because of any circumstances which it cannot reasonably be expected to control provided that it: (a) notifies the other in writing as soon as reasonably practicable about the nature and extent of the circumstances and likely effects; (b) uses all reasonable efforts to mitigate the effects of the circumstances so as to minimise or avoid any adverse impact on the other; (c) uses all reasonable efforts to resume performance as soon as reasonably practicable; and (d) could not have avoided the effects of the circumstances by taking steps that it ought reasonably to have taken in light of the matters known to it before the circumstances arose.

. Force Majeure

Other than payment of the fees in accordance with this Agreement, neither party will be liable to the other for any failure or delay in performing its obligations under this Agreement which arises because of any circumstances which it cannot reasonably be expected to control provided that it: (a) notifies the other in writing as soon as reasonably practicable about the nature and extent of the circumstances and likely effects; (b) uses all reasonable efforts to mitigate the effects of the circumstances so as to minimise or avoid any adverse impact on the other; (c) uses all reasonable efforts to resume performance as soon as reasonably practicable; and (d) could not have avoided the effects of the circumstances by taking steps that it ought reasonably to have taken in light of the matters known to it before the circumstances arose.

General

11.1. In this Agreement unless the context otherwise requires, reference to a person includes a legal person (such as a limited company) as well as a natural person, clause headings are for convenience only, reference to "including" or any similar terms in this Agreement shall be treated as being by way of example and shall not limit the general applicability of any preceding words, and reference to any legislation shall be to that legislation as amended, extended or re-enacted from time to time and to any subordinate provision made under that legislation.

11.2. The Customer grants Atmospheric AI the right to use the Customer's name on the Atmospheric AI website and in published case studies (which shall not involve disclosing any Customer Data, Outputs or Customer's Confidential Information). Atmospheric AI shall comply with such brand guidelines as the Customer may notify from time to time in respect of such use. Atmospheric AI shall promptly cease such use upon Customer's written request.

11.3. Neither party shall sub-license or assign, sub-contract or delegate any or all of its rights or obligations under this Agreement without the other party's prior written consent. notwithstanding the foregoing, Atmospheric AI shall be entitled to engage such third-party contractors as it deems appropriate or necessary for the efficient performance of its obligations under this Agreement, and shall remain fully liable for the acts or omissions of any such contractor as though they were the acts or omissions of Atmospheric AI itself.

11.4. All notices and consents relating to this Agreement must be in writing (which may include email). Notices must be sent to the address of the recipient set out in Order Form or otherwise notified by the relevant party in accordance with this Agreement.

11.5. Unless the parties expressly agree otherwise in writing, if a party fails to exercise or delays exercising or only exercises partially any right or remedy provided under this Agreement or by law or agrees not to exercise or to delay exercising any right or remedy provided under this Agreement or by law, then that party shall not be deemed to have waived and shall not be precluded or restricted from further exercising that or any other right or remedy.

11.6. No right, power or remedy under this Agreement or otherwise available to a party is exclusive of any other right, power or remedy under this Agreement or otherwise available to that party.

11.7. Atmospheric AI may update these terms and conditions from time to time by posting a new version on the Atmospheric AI Platform. Such updated terms and conditions shall take effect on the date specified in such notice. Continued use of the Atmospheric AI Platform after such date shall be deemed acceptance of such updated terms. If the Customer does not agree to such updated terms, the Customer may give written notice to terminate this Agreement without liability, and such termination shall take effect immediately. Other than as provided in this clause ‎1.1, any variations to this Agreement must be in writing signed by an authorized representative of each party.

11.8. Nothing in this Agreement shall or is intended to create a partnership or joint venture between the parties or constitute one party as an agent of the other.

11.9. A person who is not a party to this Agreement shall not have any rights under or in connection with it, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

11.10. This Agreement (including the Order Form) sets out all of the terms that have been agreed between the parties in relation to the subjects covered by it. Any other terms are expressly excluded. Any 'special terms' indicated on an Order Form shall take priority over inconsistent terms elsewhere in this Agreement.

11.11. Except as expressly and specifically provided in this Agreement, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.

11.12. If any provision of this Agreement is held to be void, voidable or unenforceable, it shall not affect the validity or enforceability of any other provision of this Agreement or of the remainder of this Agreement as a whole.

11.13. This Agreement is governed by English law. The parties submit to the exclusive jurisdiction of the English courts in relation to any dispute or difference between the parties arising out of or in connection with this Agreement, its interpretation or subject matter.

General