1. DEFINITIONS

Terms beginning with a capital letter in the Contract, whether used in the singular or plural, shall have the meaning given to them below.

• “Contractor” means Bitbot Studios Ltd, a private limited company (Company registration n. 10865028) having its registered office at 86 City View Apartments, Devan Grove, London N42GR
• “Client” means the receiver of the service provided by the Contractor;
• “Software Solution” means the service provided by the Contractor to the Client;
• “User” means any person that can access the Software Solution;
• “Data” means information whose use is the subject of this contract;
• “Internet” means the global system of interconnected computer networks, which are located in any regions of the world;

2. SCOPES

This document defines the terms and conditions applicable to the Software Solution ordered by the Client.

The Software Solution is a custom built conversational application (“chatbot”).

The Contractor delivers and the Client accepts:

• A right of access to the servers of the Contractor;
• A non transferable right to use the Solution;
• A set of services defined below, including notably Data hosting, software maintenance, and technical assistance.

Before signing this Contract, the Client was provided with reasonable and sufficient amount of information about the Software Solution.

3. RIGHT OF USE

The Contractor grants to the Client a non-exclusive, non-assignable and non-transferable right to access the Software Solution throughout the duration of the Contract, from any location.

4. MAINTENANCE

The Contractor is in charge of corrective maintenance.

Any bug or defect reported and classified as ‘immediate’ by the Client to the Contractor will be responded to (not necessarily resolved) within 24 hours.

Reports should be made by email at support@bitbotstudios.co. The Contractor will then take all commercially reasonable and appropriate measures to either provide a turnaround solution, or fix the issue and maintain substantially the same features and functionality.

The Contractor is not responsible for maintenance in the following cases:

• The Client’s refusal to cooperate with the Contractor in the resolution of anomalies and in particular to respond to questions and requests for information;
• Unauthorized modification of the Software Solution by the Client or a third party;
• The Client fails to fulfill its obligations under the Contract;
• Failure of electronic communication networks outside the direct control of the Contractor;
• Voluntary act of degradation, vandalism, sabotage to the Software Solution
• Damage due to force majeure or misuse of the Software Solution.

5. TECHNICAL & FUNCTIONAL SUPPORT DURING LAUNCH PHASE

The Contractor will assist and guide the Client throughout the setup of the Software Solution.

The Contractor agrees to provide the Client with reasonable technical and functional assistance throughout the Contract and in particular in the launch phase.

The launch phase essentially covers the following tasks:

• Setup of Software Solution
• Tests and validation before official launch
• Close customer support in the days that follow the launch in order to help the Client manage post-launch user feedback / requests

6. DATA PROCESSING

6.1. OPERATING DATA

The Client guarantees that it holds the intellectual property rights allowing use of the Data and content provided by the Client itself. The Contractor disclaims all liability in case of non-compliance of Data and / or content with laws and regulations, public order or the needs of the Client, except to the extent such laws and regulations are applicable to the Software Solution.

More generally, the Client agrees that the Contractor isn’t responsible for the content or messages channeled, transmitted and / or downloaded via the Software Solution, except to the extent provided by Contractor.

6.2. DATA SECURITY

Contractor agrees to maintain the security, integrity and confidentiality of Data and Client’s confidential information. The Contractor will implement commercially appropriate measures to both prevent unauthorized access or fraudulent use of Data, and prevent any loss, alteration or destruction of Data.

In the event of a loss, or a suspected loss, or breach or suspected breach in the security of the Data or Client’s confidential information, Contractor shall:

(a) immediately (but in any case not later than twenty-four (24) hours after becoming aware of such occurrence) notify Client of the loss or breach, or suspected loss or breach, by email;

(b) lead an investigation and provide the Client with an explanation, and

(c) take measures to determine the scope of the loss or breach and restore or enhance the security of the Data and Client’s confidential information to avoid further breaches, including taking all reasonable steps to immediately remedy.

7. OWNERSHIP OF DATA AND SOFTWARE

Data remains the property of the Client both during contract execution and after contract termination. The Contractor agrees to never share it with third parties, except in case of prior written agreement with the Client (e.g. willingness to provide outsourced services to the community, etc.).

The Contractor shall not use the data other than in accordance with this Terms of Service and for providing the Software Solution.

The Contractor is and remains the owner of the property rights of each part of the Software Solution made available to the Client, and more generally of the IT infrastructure (hardware and software) used or developed.

The Contract does not grant the Client any right of ownership of the Software Solution.

For the avoidance of doubt, any intellectual property developed by the Contractor upon request of the Client within the frame of this Contract shall remain the sole property of the Contractor, unless otherwise mutually agreed upon by the Parties.

The Client agrees not to reproduce any part of the Software Solution, or any related documentation, by any means whatsoever, in any form Neither party may assign or sublicense the Software Solution without the other party’s prior express written consent. Any attempted assignment or sublicense without such consent will be void. The rights and duties of the parties hereunder shall inure to the benefit of and be binding upon their respective successors and permitted assigns and sub-licensees.

8. LIABILITY – FORCE MAJEURE

Except as expressly provided herein, in no event shall either party be liable to the other party in connection with this Terms of Service and/or the Software Solution, regardless of the form of action or theory of recovery, for any:

(a) indirect, special, exemplary, consequential, incidental or punitive damages, even if that party has been advised of the possibility of such damages;

(b) lost profits, lost revenues, lost business expectancy, business interruption losses and/or benefit of the bargain damages; and/or

(c) direct damages in an amount in excess of the amounts paid to Contractor under this Terms of Service during the twelve (12) month period immediately preceding the event giving rise to the claim. Notwithstanding the foregoing, the limitations set forth in this Section shall not apply to (i) Contractor’s indemnification obligations under this Terms of Service; (ii) either party’s breach of its confidentiality obligations under this Contract; and/or (iii) either party’s infringement, misappropriation or violation of the other party’s intellectual property rights.

Any claim arising out of this Contract must be initiated within one (1) year of the date the party knew, or reasonably should have known, of the existence of such claim against the other party.

Force majeure:

Parties shall not be held liable for any damage caused by the interruption or deterioration of telecommunications or electricity services, or in case of Force Majeure.

If either party hereto is prevented in the performance of any act required hereunder by reason of Acts of God, fire, flood, or other natural disaster, malicious injury, strikes, lock- outs, or shortages of labour, riots, insurrection, war or other reason of like nature not the fault of the party in performing under this Contract, then:

• performance of such act shall be excused for the period of the delay; and
• the period for the performance of any such act shall be extended for a period equivalent to the period of such delay; except if any delay exceeds one (1) month, then the party entitled to such performance shall have the option to terminate this Contract.

The Party taking notice of such event shall promptly notify the other party of its inability to perform the work.

9. WARRANTIES

The warranties set forth below are in addition to any warranties set forth in an applicable Schedule or elsewhere in this Terms of Service:

9.1. SOFTWARE USE/NO VIRUSES.

Contractor warrants that the Software Solution will be free from any harmful, hidden program or data that destroys or impairs Client’s software or systems from processing in its normal business operations or destroys or impairs other data and/or programs used by Client (“Virus”) at the time of use of the Software Solution, and the Software Solution will have undergone and periodically undergo a commercially reasonable quality assurance procedure to ensure that there are no Viruses or embedded devices or codes (e.g. time bombs) that will obstruct or prevent Client’s use of the Software Solution.

Contractor, at its sole cost and expense, agrees to use its best efforts to assist Client in curtailing the spread of any Virus found or reasonably believed to have come from the Software Solution or one or more services provided by Contractor, and to correct or replace any impaired or destroyed software or systems which resulted due to a Virus.

9.2. SERVICES.

If Contractor provides any Services to Client, Contractor warrants that

(a) the Services will be performed in a diligent and workmanlike manner, in accordance with Contractor’s customary business practices, which will at all times be equal to or better than standard industry practices, by individuals of suitable training and skill; and

(b) in providing the Services, Contractor and Contractor personnel will comply with all Laws that apply to, and obtain all permits, approvals and licenses that pertain to, the provision of the Services. In the event of a breach of this warranty, without limiting Client’s other rights and remedies, Contractor will re-perform the defective Services at no charge to Client within the time limits applicable to the Service.

10. CONFIDENTIALITY

Each Party will:

(i) keep confidential all information it receives from the other Party, including the terms and particulars of this Contract, in the same manner in which it protects its own information of like kind, but in no event will either Party take less than reasonable precautions to prevent the unauthorized use of, access to, or disclosure of confidential information,

(ii) not disclose confidential information of the other Party to any third party, employees or agents, except employees who need to know; and

(iii) only use confidential information of the other Party as a result of exercising its rights and performing its obligations under the Contract.

Notwithstanding the foregoing, neither Party shall have any obligation with respect to information that:

(i) is entirely in the public domain through no fault by the receiving Party,

(ii) is created by that Party’s employee independently of the other Party’s confidential information,

(iii) was known to the receiving Party before the other Party discloses the information to it through no breach of any obligation of confidentiality,

(iv) was rightfully and lawfully received from a third party through no breach of any obligation of confidentiality owed to the other party, or

(v) is required to be disclosed under the law or a court order (in which case they should be disclosed to the extent required and after having notified in writing the Party who has provided the information).

Obligations of the Parties in respect of confidential information will remain in effect throughout and beyond the term of this Terms of Service. The relevant information will always remain confidential to the disclosing Party.

Contractor is permitted to use subcontractors to provide the Software Solution, services and/or otherwise perform its obligations under this Contract; provided that:

(i) no use of any subcontractor shall relieve Contractor of any of its obligations under this Contract; and

The(ii) Contractor shall remain fully responsible for each such subcontractor’s acts, omissions and compliance with, and/or breach of, this Contract.

11. SERVICE LEVEL AGREEMENT (SLA)

11.1. AVAILABILITY

The Contractor undertakes to make every effort to ensure the permanence, continuity and quality of services provided to the Client. Given the nature of the Internet however, the Contractor cannot guarantee the absence of network or Software Solution interruptions to the extent resulting from Client’s network issues.

The service can be suspended on an occasional basis in the event of maintenance works that is necessary for the proper functioning of the platform, or in the case of the launch of new features.

For all planned interruptions to the service, where the interruption is likely to last more than 15 minutes, the Contractor is required to give at least a one (1) day notice to the Client.

11.2. SECURITY ACCESS AND CONFIDENTIALITY

The Contractor will maintain secure use, access and confidentiality to and within the Software Solution, while taking into account protocols, and staying in accordance with the normal practice.

11.3. INTEGRITY

The Contractor undertakes to put effective controls in place so that there is reasonable assurance that Client Data will not be released or altered in any way that will harm the integrity of the data. These controls are to be in compliance with the legal regulations which are applicable to them, and the Data and the controls are to be accessible to external audit checks.

The integrity of the controls and treatment of Data extends to any component of the Software Solution and to all phases of processing (Data entry, transmission, processing, storage and output of Data).

These checks consist in consistency checks of the treatments, the detection and management of abnormalities as well as information of users with respect to any risk of non-compliance associated.

12. MISCELLANEOUS

12.1 SEVERABILITY & WAIVER

Nullity, lapse, the lack of binding or unenforceability of one or any of the provisions of the Terms of Service shall not constitute nullity, lapse, no binding or unenforceability of any other provision, which retain their full effect. However, the Parties may, by mutual agreement, agree to replace invalid stipulations. Any waiver of a party’s right or remedy related to this Terms of Service must be in writing, signed by that party to be effective. No waiver shall be implied from a failure of either party to exercise a right or remedy. In addition, no waiver of a party’s right or remedy will effect the other provisions of this Terms of Service.

12.2 APPLICABLE LAW

The Contract shall be subject to private UK law, excluding conflict of laws in international agreements.

12.3 DELAYED PAYMENT AND NON-PAYMENT

Without prejudice to any damages, the non-payment of an invoice at due date may result in the suspension of the Software Solution, if no payment is received within sixty (60) days after the Client receives a formal written notice from the Contractor. Notwithstanding the foregoing, if Client disputes any fee, charge, or billing by Contractor, Contractor and Client will use reasonable efforts to resolve the disputed amounts as promptly as practicable.

12.4 DISPUTES

In the event of any disagreement regarding performance under or interpretation of this Terms of Service and prior to the commencement of any formal proceedings, the parties shall continue performance as set forth in thisTerms of Service and shall attempt in good faith to reach a negotiated resolution by designating a representative of appropriate authority to resolve the dispute.

12.5 INDEPENDENT RELATIONSHIP

The relationship between Client and Contractor is that of independent contractor. Nothing in this Terms of Service shall be construed as creating a relationship between Client and Contractor of joint venturers, partners, employer-employee, or agent. Neither Party has the authority to create any obligations for the other, or to bind the other to any representation or document.