ACCEPTANCE OF THE TERMS OF SERVICE.
These Terms and Conditions (“TERMS OF SERVICE”, “TERMS” or “AGREEMENT”) are entered into, by and between you, the CLIENT, and Mercurio Platform, S.L., a company incorporated and validly existing under the laws of Spain, with registered office at Barcelona, Travessera de Gràcia street, nº73 Floor 6, 08006, holder of Tax Identification Number B-66.397.175, and filed with the Companies Registry of Barcelona under volume 44,543, sheet 147, page B-459.337, represented herein by Mr. Xavier Hernando acting in his capacity as Chief Executive Officer (hereinafter, “RESTB.AI”).
These terms and the service order govern your access to and use of Restb.ai (the “Website“), including any content, functionality and services offered on or through the Website. restb.ai is a trademark of MERCURIO PLATFORM, S.L.
These commercial terms may be agreed in a paper form within a contract signed between You and restb.ai or by contracting our Services online. You declare that you have the legal age to enter into this agreement and that you are fully competent and capable. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the power to bind such an entity. In that case, the terms “you” or “your” shall also refer to such an entity.
restb.ai and the client shall be jointly referred to as the “parties” and each one of them individually as a “party”.
The parties mutually acknowledge that they have sufficient legal capacity to enter into this master services agreement (hereinafter, the “agreement”).
I. RESTB.AI is the owner and operator of the website “https://restb.ai” (hereinafter, the “WEBSITE”) that contains a Cloud Image Recognition Application Program Interface (API) based on artificial intelligence that, among others, automatically provides descriptive tags of photos, as well as the owner and operator of certain products, platforms, software, algorithms, plugins, analytics, tools and related application program interfaces (APIs) and API calls and of any other content, program, software, application, libraries, content files, scripts, instruction sets, components, all of it available at the WEBSITE (hereinafter, the “RESTB.AI PRODUCTS OR SERVICES”).
II. For the provision of the RESTB.AI PRODUCTS OR SERVICES, RESTB.AI provides a Cloud Image Recognition API (called “RESTB.AI API”). For API access, you will need to use your CLIENT KEY as Access Keys that permit you to access RESTB.AI API Cloud Service. The CLIENT KEY must be kept confidential and may be revoked if you share them with any third party (other than as allowed under this AGREEMENT). The number of API calls you will be permitted to make during any given period may be limited. We will determine call limits based on various factors detailed in the SERVICE ORDER, including the ways your application may be used or the anticipated volume of use associated with your application.
III. That the CLIENT wishes to use the RESTB.AI PRODUCTS that are included in the corresponding service order (hereinafter, the “PRODUCTS” OR “SERVICES”) and RESTB.AI is interested in providing them to the CLIENT, and all of it according to the terms and conditions set forth in this AGREEMENT.
The initial service order may be agreed in a paper form within a contract signed between the PARTIES or by contracting our Services online (hereinafter, the “SERVICE ORDER”).
IV. In light of the above, the PARTIES have agreed to enter into this AGREEMENT in accordance with the following:
- The object of the present agreement is to regulate the principal terms and conditions by virtue of which restb.ai shall grant access to the products and make them available to the client for its use, as well as provide any other service (hereinafter, the “services”) that the parties have agreed in the corresponding service order entered between the parties.
- A new service order may be added, or an existing service order amended, at any time if it is signed by authorized representatives of both parties.
2. LICENSE GRANTS.
- restb.ai hereby grants to the client, subject to the terms and conditions of this agreement, and the client accepts, a limited, non-exclusive, non-licensable, royalty-free, worldwide license to use the products, during the term of this agreement (as defined below).
- The client hereby grants to restb.ai, subject to the terms and conditions of this agreement, and restb.ai accepts, a non-exclusive, worldwide, fully paid-up, royalty-free right and license during the term (as defined in clause term and termination below) to view, use, copy, encode, store, archive, test, distribute, transmit, combine and modify the user content (as defined in clause user account and user content below), in whole or in part, in connection with providing the use products and/or the services.
- Furthermore, the client authorizes restb.ai to incorporate its logo into commercial presentations that it makes and to mention it as a client in its promotional materials, without prejudice to the faculty of the client to revoke said authorization at any time, by means of written notification with acknowledgment of receipt.
3. USER ACCOUNT AND USER CONTENT.
- In order to use the products, the client may be asked to input some information, including personal data, to create its own account (hereinafter, the “user account”). The client represents and warrants that the information provided will be true, complete and updated.
- The client shall be responsible for maintaining the confidentiality of its user account and for the activity occurring under its user account and restb.ai shall not be liable for any loss or damages that the client may suffer as a result of someone else using the client’s user account. The client shall notify restb.ai at firstname.lastname@example.org immediately if it becomes aware of any unauthorized use of the user account.
- If the client shares its user account with any of its officers, directors, members, managers, partners, employees or agents (its “representatives”), the client does so at its own risk and therefore it is the client’s obligation to make sure that those representatives comply with all of the terms of this agreement and any other terms applicable to the products and the user account. Thus, the client shall be held liable for the use that the client’s representatives make of the website, user account and the products, and shall keep restb.ai fully indemnified of any damage (whether direct or indirect) that the representatives may cause.
- In using the products, the client shall upload visual content (hereinafter, the “user content”). The client shall retain all rights and ownership of such user content and restb.ai will not use user content in any way other than in connection with providing the services, such as using it with restb.ai’s vision models to provide the client with content prediction.
- The client is solely responsible for the user content, its accuracy, and for the consequences of submitting user content. restb.ai is not responsible for, and does not endorse, the opinions, advice, suggestions or recommendations constituting user content, and specifically disclaims any liability in connection therewith.
- restb.ai reserves the right to remove, screen or edit user content at its sole discretion. Furthermore, if restb.ai believes the client is breaching security, others’ intellectual property rights, any terms applicable to this agreement or the applicable law, restb.ai reserves the right to suspend the client’s use and access to the website and its user account and to stop providing the products.
- restb.ai has no obligation to monitor any user content, including information contained in the products. Nevertheless, the client acknowledges that restb.ai shall have the right (but not the obligation) in its sole discretion to pre-screen, refuse, or block any user content.
- The client acknowledges that user content may be transmitted or handled in an unencrypted manner if the client uses unencrypted gateways to connect to the products. While restb.ai takes measures to ensure that information is transmitted using reasonable security measures, it does not guarantee that those transmissions will be encrypted. The client acknowledges that it is solely responsible for adequate security protection of user content and that restb.ai shall have no liability for any unauthorized use of any of user content or any corruption, deletion, or destruction of any of user content.
4. CONDUCT AND MISUSE.
The CLIENT shall not:
- take any action that imposes or may impose (as determined by ai in restb.ai ‘s sole discretion) an unreasonable or disproportionately large load on restb.ai ‘s or restb.ai ‘s third party providers’ infrastructure (for instance, AWS);
- knowingly interfere or attempt to interfere with the proper working of ai providing the products;
- bypass, circumvent, or attempt to bypass or circumvent, any measures ai may use to prevent or restrict access to the restb.ai products, including without limitation other accounts, computer systems or networks connected to them;
- copy, modify, host, stream, sublicense, or resell the ai products;
- knowingly enable or allow unauthorized users to access the products using the client’s user account;
- access or attempt to access the products by any means other than the interface ai provides or authorizes;
- reverse engineer or access the products with the purpose to (i) build a competitive software product providing a similar service (except when building such service on the ai interface, (ii) build a product using similar ideas, features, functions or graphics of the restb.ai products, or (iii) copy any ideas, features, functions or graphics of the restb.ai products;
- frame or mirror any part or content of the website or the ai products;
- knowingly use or share content or engage in behavior that violates any party’s intellectual property rights;
- knowingly use or share content or engage in behavior that violates any party’s intellectual property rights;
- impersonate any person or entity, or falsely state or otherwise misrepresent the client’s affiliation with a person or entity;
- impersonate any person or entity, or falsely state or otherwise misrepresent the client’s affiliation with a person or entity;
- knowingly introduce into the ai or products or the restb.ai interface any software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware;
- knowingly manipulate identifiers in order to disguise the origin of any of user content;
- violate any applicable terms and conditions to the products and services, including this agreement, or the applicable laws.
The client shall comply with any codes of conduct, policies, or other notices restb.ai provides or publishes in connection with the products in their website. The client shall promptly notify restb.ai if it becomes aware of any security breach related to the products.
5. AVAILABILITY AND QUALITY.
- The client shall be responsible for obtaining and maintaining all connectivity, computer software, hardware and other equipment needed to access and use the products and all changes related to the same. The products are made available on an ‘as is’ and ‘as and when available’ basis.
- Access to the website or use of the products may not be legal by certain persons or in certain countries. The client shall be the one responsible for compliance with the laws that it is subject to. It is the client’s responsibility to make sure it is legal to access the website and use the products in the country where the client uses them. However, restb.ai may block access to the website or to certain products in case that restb.ai becomes aware that the client is using them in a country where such use is illegal.
- restb.ai makes no warranties with respect to free evaluation use, having the right to interrupt the access to the website or the products to the clients that are under a free evaluation use.
- With respect to paid subscriptions, restb.ai warrants that it shall provide the products and, where applicable, the services in a workmanlike manner and with professional diligence and skill standard in the industry.
- restb.ai shall use commercially reasonable efforts to ensure that the products, and where appropriate, the services, will fulfill the Service Level Agreement, described on the Service Level Agreement Section below, excluding when the products are unavailable due to scheduled downtime, or due to maintenance, security or capacity issues, or to events over which restb.ai has no control over, such as (a) a Force Majeure Event; (b) a fault or failure of the internet or any public telecommunications network; (c) a fault or failure of the ISP network; (d) a fault or failure of the infrastructure provider, such as Amazon Web Services; or (e) a fault or failure of the Client’s computer systems or networks.
6. MODIFICATION OF SERVICES.
- restb.ai may modify or update the products at any time. If the modification is considered to be a significant change, restb.ai shall notify such change to the client, and the client will have the right, within 30 days of the change, to terminate the present agreement or any service order without penalty.
- If the client continues to use products after restb.ai has implemented the modification on them or after restb.ai has provided the client with notice of a modification, when appropriate, it shall be understood that the client is agreeing to be bound by the modified terms.
7. INTELLECTUAL PROPERTY
- All Intellectual Property Rights over the restb.ai products are owned exclusively by restb.ai and nothing in this agreement shall be construed or deemed to transfer any title or interest of those or of any pre-existing Intellectual Property or to future Intellectual Property Rights of restb.ai. In this regard, the client will not use or register under its name any patent, trademark, or any other distinctive sign owned by restb.ai and shall not amend, reproduce, distribute, publicize or communicate the restb.ai products or the results obtained with them or make such restb.ai products or results available to third parties, except as included in this agreement, or if expressly authorized by restb.ai.
- The client shall inform restb.ai of any actual or possible breach by third parties that can affect the restb.ai’s legitimate rights.
- If the client wishes to use the materials or content on the products, it shall notify restb.ai at email@example.com in order to obtain a previous written authorization.
- Except as otherwise provided herein, the user content is the exclusive property of the client or its licensors and is, if applicable, protected by international copyright laws. All of the client’s trademarks, service marks and trade names that are provided to restb.ai, are property to the client. In this sense, restb.ai may not display, reproduce or otherwise use the user content for purposes other than those established in this agreement or the service order. restb.ai shall not use or reproduce the client’s trademarks without first receiving written consent from the client. restb.ai may not remove or otherwise modify any legal or trademark.
- The client may not directly or indirectly, disassemble, decrypt, electronically scan, decompile or derive source code from any intellectual and/or industrial property rights owned by restb.ai, or otherwise attempt to reverse engineer the design and function of such intellectual and/or industrial property rights.
- Scraping the Services or using other automated or manual means to take our content is expressly prohibited. Any unauthorized use of any content or materials on the Services is strictly prohibited and violates copyright, trademark, and/or other intellectual property laws, and/or the laws of privacy, publicity, and/or communications regulations and statutes.
- The client agrees that, it shall not, solicit any employee of restb.ai for the purpose of engaging in the business in competition with restb.ai or engage in any activity that would cause any employee to violate any agreement with restb.ai, or dissuade, or attempt to dissuade, any such employee from discharging such employee’s contractual and fiduciary obligations to restb.ai.
9. DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY
- The products are provided on a strictly “as is” basis without warranty of any kind. Further, restb.ai does not warrant, guarantee or make any representations regarding the use, or results of use, of the products in terms of correctness, accuracy, validity reliability, availability, suitability or completeness of any information or otherwise, or content or data provided through the website or the products and therefore, in no event shall restb.ai be liable to the client, whether in contract or tort, for any claim, loss, damage, liability, loss, cost or expense of any kind, whether direct or indirect (including damages for loss of business, revenues, profits, data, use, goodwill or other intangible losses) or any other damages of any kind related to you caused from the access or use of the website or products or relying on its content. The entire risk of the use of the products is assumed by the client.
- restb.ai does not control or endorse user content. restb.ai makes no claims or representations regarding user content. restb.ai takes no responsibility related to user content or third-party content or any actions resulting from the client’s use of any part of the restb.ai products. If any damage or loss results from client’s use of, reliance on, or any other connection between client and any content or data that any third party makes available, client acknowledges and agrees that restb.ai shall not be responsible or liable, directly or indirectly.
- If the client accesses third party resources on the internet or through the restb.ai products, it is at its own risk.
- The client understands and agrees that restb.ai has no control over, and no duty to take any action regarding, which of its end-users access the restb.ai products, user content accessed by those users via the restb.ai products, any effects user content may have on such end-users, how such end-users may interpret or use user content, or what actions such end-users may take as a result of exposure to user content. Thus, restb.ai makes no representations concerning any user content that is used by the client, and restb.ai will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in such user content.
- In no event will either party be entitled to, nor shall either party be responsible for, in contract, tort or any other cause of action, any incidental, indirect, special or consequential losses or damages (including lost profits) arising in connection with a party’s default or breach of its obligations under this agreement. The aggregate liability of either party (including its Affiliates), regardless of the theory of liability, under this agreement, will be limited to proven direct damages incurred, however, the foregoing exclusions of damages recoverable in this clause shall not apply to (i) a party’s breach of confidentiality obligations under clause below, (ii) limit the liability of a party that has engaged in gross negligence or intentional misconduct or exclude the types of damages recoverable by a party in instances where the other party has engaged in gross negligence or intentional misconduct. The aforementioned limitations shall not apply to the extent such limitations are prohibited by the applicable law.
In registering for the RESTB.AI PRODUCTS AND SERVICES and through use of the RESTB.AI PRODUCTS AND SERVICES by You and your end users, you and/or they may submit to our systems any User Content containing personal data (“Your Data”), including photographs, images or any metadata, within a RESTB.AI database. Under applicable privacy regulations, you are responsible for Your Data and you are what is known under privacy regulation as the “data controller”. You appoint us as a data processor of Your Data, to process Your Data on your behalf (“Data Processor”), for the purpose of providing the Service.
- Regulation (EU) 2016/679 of the European Parliament and of the Council, of April 27, 2016, regarding the protection of natural persons with regard to the processing of personal data and the free circulation of these data (GDPR).
- Law 3/2018, of December 5, on the protection of personal data and guarantee of digital rights (LOPDGDD).
- Law 34/2002, of July 11, on Services of the Information Society and Electronic Commerce (LSSI-CE).
Our obligations as Data Processor: As Data Processor on your behalf, we shall (a) implement appropriate technical and organizational measures to safeguard Your Data against any unauthorized or unlawful access, loss, destruction, theft, use or disclosure; we implement basic security measures set out in Spanish Royal Decree 1720/2007 and no higher level measures are available for the Service; (b) limit access to Your Data only to those employees who need to know it to enable us to perform the Services, and shall take appropriate steps to ensure the reliability of those of its employees or subcontractors who have access to Your Data; (c) only process the personal data as specified by these Terms and in accordance with your instructions, and (d) will not use Your Data for any purposes other than those related to the performance of the Services or pursuant to your written instructions. Upon the expiry or termination of this Agreement or de-registration, or upon request of the Customer, RESTB.AI shall cease any and all use of Your Data and will destroy or return it to you. We will not disclose Your Data to any third party without your prior written consent of the Customer, except as part of performing the Services for your end users.
Subcontracting: As a Data Processor, we may provide access to a subcontractor processor to Your Data if we reasonably consider such access and processing necessary to the performance of the Services. In the event of such access and before the access takes place, we shall ensure that an agreement with the third party is in place which is sufficient to require it to treat personal data in accordance with the applicable provisions of this Agreement and applicable. You authorize us to subcontract such processing in your name, our current sub-processors, being Amazon Web Services, Inc. (with servers in the EU and in the USA), for the purpose of delivering your content (images and metadata) to your end-users using their global Content Delivery Network.
Assistance: We shall provide you with reasonable assistance in the event that you receive a request from an individual or regulator under data protection laws, provided that You comply with privacy and data protection laws and provided that You shall first use all reasonable endeavors to resolve the request without our assistance. We shall promptly notify you of any such request received that should properly have been addressed to you.
Your Warranties: You warrant that you have all the appropriate consents from data subjects whose personal data are submitted to us by You or your end-users in the course of the provision of the Service, including consent to the transfer and processing of Your Data to and in the United States by the subcontractor mentioned above. You will indemnify and keep us harmless from all claims, damages and losses we may suffer relating to or arising out of the processing of third party personal data submitted to our systems during the course of the provision of the Service.
Prohibited data: In all events, it is forbidden to submit to us or upload to the RESTB.AI Cloud Service any data that contains sensitive data (according to Spanish Privacy Law 15/1999 as detailed in this unofficial English language translation available at: https://apdcat.gencat.cat/web/.content/01-autoritat/normativa/documentos/960.pdf that relates to identifiable persons such as: your and or third party’s racial origin, membership in a trade union, religion, ideology and sexual life, your and or third party’s health; or your and or third party’s relative to the commission of criminal offences or proceedings and associated penalties or fines.
- Information for MERCURIO PLATFORM SL
- Tax Identification number (CIF): B66397175
- ADDRESS: Travassera de Gràcia street, nº73 Planta 6, 08006
- EMAIL: firstname.lastname@example.org
- WEB ADDRESS: http://www.restb.ai
The user has a profile on the same Social Network and has decided to join the page created by MERCURIO PLATFORM SL, thus showing their interest in the information made public through the Network. By joining our page, you are authorizing our use of any personal information published on your profile. The user can access the privacy policies of the Social Network at any time or can configure their profile so as to guarantee their privacy. MERCURIO PLATFORM SL has access to and handles users’ public information, especially their contact name. This information is only used within the Social Network. It is not added to any sort of file.
With regard to the right to access, rectification, cancellation or opposition that you possess and that can be exercised before MERCURIO PLATFORM SL in keeping with the GDPR, you must take into account the following:
- Access: This will be defined by the functionality of the Social Network and the capacity for accessing information from user profiles.
- Rectification: Can only be satisfied in relation to information under the control of MERCURIO PLATFORM SL. For example, eliminating comments posted on the company’s page. Normally, this right must be exercised before the Social Network.
- Cancellation and/or Opposition: As in the previous case, this can only be satisfied in relation to information that is under the control of MERCURIO PLATFORM SL. For example, ceasing to be connected to the profile.
MERCURIO PLATFORM SL will perform the following actions:
- Access public profile information.
- Publish any information already available on the MERCURIO PLATFORM SL web page on their user profile.
- Send personal and individual messages through the channels of the Social Network.
- Update the status of their page, which will be published on their user profile.
The user can always control their connections, eliminate content that ceases to interest them, and restrict who they share their connections with. In order to do so, they must access their privacy configurations.
Publications: Once they have joined the MERCURIO PLATFORM SL page, the user will be able to post comments, links, images, photographs or any other type of multimedia content supported by the Social Network on the page. In any case, the user must have ownership over this content, they must have the authorship rights and intellectual property rights to the same, or have the consent of the affected third parties. Any content posted on the page, whether text, graphics, videos, etc. that is in violation of morality, ethics, good taste or decorum is expressly prohibited, as is any that violates intellectual or industrial property rights, image rights or the Law. Under such circumstances, MERCURIO PLATFORM SL reserves the right to immediately remove the content, and may request that the user be permanently blocked. MERCURIO PLATFORM SL is not responsible for any content freely published by a user. The user must keep in mind that their posts will be viewed by other users.
As a result, they are the principal person in charge of protecting their own privacy. Images posted on the page will not be stored in any sort of file by MERCURIO PLATFORM SL, but they will remain on the Social Network.
Contests and Promotions: MERCURIO PLATFORM SL reserves the right to organize contests and promotions that users connected to their page can take part in. When the Social Network is used for these contests and promotions, the terms and conditions will be published on the same. This will always be in compliance with the LSSI-CE and any other applicable regulations. The Social Network does not sponsor, support or administer any of our promotions in any way, nor are they associated with any of them.
Publicity: MERCURIO PLATFORM SL will use the Social Network to advertise their products and services. In any case, if they decide to handle your contact information for direct commercial research actions, they will always do so in keeping with the GDPR and the LSSI-CE.
Recommending MERCURIO PLATFORM SL’s page to other users so that they too can enjoy the promotions offered therein or remain informed of its activity will not be considered publicity.
- Facebook: https://www.facebook.com/about/privacy/
- Twitter: https://twitter.com/en/privacy
- LinkedIn: https://www.linkedin.com/legal/privacy-policy
- To the fullest extent permitted by the applicable law, the client agrees to indemnify, defend, and hold harmless restb.ai, its affiliates, licensors and service providers, and its and their respective officers, directors, successors, agents, representatives and assigns, employees, contractors, agents, licensors, suppliers, parent companies (hereinafter, the “restb.ai’s indemnitees”), from and against all claims, liabilities, damages, judgments, losses, costs, expenses or fees (including reasonable legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties) that arise from or relate to: (i) the client’s violation of any of the applicable terms to these agreement, or the applicable laws; (ii) the client’s use of the website or the products, other than as expressly authorized in this agreement; (iii) the client’s user content and/or the client’s user account.
- To the fullest extent permitted by the applicable law, restb.ai agrees to indemnify, defend, and hold harmless the client and its and their respective officers, directors, successors, agents, representatives and assigns, employees that according to this agreement are authorized to use and access the api and/or the products (hereinafter, the “clients’ indemnitees”), from and against all claims, liabilities, damages, judgments, losses, costs, expenses or fees (including reasonable legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties) that arise from or relate to: (i) the breach of representations and warranties of this agreement by restb.ai, (ii) violation of any of the applicable terms to this agreement, or the applicable laws by restb.ai, or (iii) the negligence, gross negligence or intentional misconduct by restb.ai.
- The parties shall have no obligation of indemnity towards the other party hereunder with respect to a claim to the extent that it arises from (i) the negligence, gross negligence, or intentional misconduct on the part of the other party or its respective indemnitees, (ii) a breach of any of the other party’s material obligations, representations or warranties under this agreement.
14. TERMS AND TERMINATION
- This agreement shall be in force for all of the period in which the products are contracted according to the service order or for the free trial period of the products (the “term”).
- restb.ai reserves the right to terminate the present agreement, including any service order:
Upon providing at least 60 days written notice to the client following the first 12 months of the agreement; or in the event of a material breach of the present agreement, upon providing 15 days written notice to the client, if, after the receipt of such notice, the client is unable to cure such breach during the notice period; or At any time, in the event of not complying with the obligations established in the service order.
- The client may terminate the present agreement for any reason, upon providing restb.ai with 60 days written notice following the first 12 months of the agreement.
- Upon termination of the present agreement:
The client will pay any amount due and owing; and restb.ai will provide the client with the results of all image operations applicable to its use of the restb.ai products. Any provisions relating to confidentiality, user content (as defined below), or indemnification shall remain in full force and effect and shall survive the termination of this agreement.
- The parties undertake not to disclose and to maintain strict confidentiality and secret of the information received either oral or written, or of which they have known due to their relation, related to any of the parties or to this agreement, as well as any and all information and material disclosed by one party (the “disclosing party”) to the other party (the “receiving party”) that is marked as (or provided under circumstances reasonably indicating it is) confidential or proprietary and especially this agreement and the user content.
- During the term and for the maximum period permitted by the applicable law, the receiving party shall not (i) use the confidential information for any purpose whatsoever other than as necessary for the performance of this agreement or the service order or (ii) disclose the confidential information to any third party. The receiving party may disclose, distribute or disseminate the confidential information to any of its officers, directors, members, managers, partners, employees, agents or other persons (its “representatives”) provided that the receiving party reasonably believes that those representatives have a need to know and such representatives are bound by confidentiality obligations at least as restrictive as those contained herein. The receiving party shall not disclose, distribute or disseminate the confidential information to any other third party without the prior written consent of the disclosing party. The receiving party may also disclose confidential information to the extent compelled by applicable laws; provided however that, prior to such disclosure, the receiving party shall provide prior written notice to the disclosing party and shall seek a protective order or such similar confidential protection as may be available under applicable laws.
- The parties agree that no ownership of confidential information shall be conveyed to the receiving party. The Parties agree that the confidentiality provisions in this clause shall continue after the expiration, or earlier termination, of this agreement.
16. BILLING INFORMATION
In the event that RESTB.AI suspends or terminates your account or this Agreement due to your misuse of the Services, you understand and agree that you shall receive no refund or compensation from RESTB.AI for any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else.
Fees and Invoicing: You agree to pay to us the amounts agreed in the Commercial Terms or Service Order, in some of the ways set out below:
- Monthly flat rate: You agree to pay a monthly flat rate, and will be entitled to a limited number of API requests, per month.
- Monthly volume: You agree to pay minimum monthly fees, and will be entitled to a certain number of API requests, per month. Should you exceed such API requests threshold, RESTB.AI will charge extra fees, based on the API requests made.
- Pay per request: You agree to pay fixed fees per each API request.
In the event that we have agreed to provide a period of time to prepare, test and train the different view models, RESTB.AI will charge to You a set-up fee for the provision of those services.
We will issue invoices for any one-off payment and/or subscription fees upon acceptance and execution of the paper or online Service Order and in the subsequent billing periods.
Payment: Unless stated in the Service Order, payment is made by credit card payment or direct debit, however, the parties may agree on another payment method such as a bank transfer. In addition to the termination provisions elsewhere in the Terms, we reserve the right to suspend or terminate this Agreement and access to the Services if you do not pay in timely manner or if you cancel the credit card payment. You warrant you provide us with valid and updated credit card information and you authorize us to charge such credit card for all Services set out in the Service Order for the initial subscription term and renewal subscriptions until termination. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
Disputes: If you dispute any charges you must let us know within fifteen (15) days after the date that the charge was incurred. All amounts paid are non-refundable, and we reserve the right to change our prices in the future. If we increase our prices for your service plan, we will provide notice of the change to you at least thirty (30) days before the change is to take effect. Your continued use of the Services after the price change goes into effect constitutes your agreement to pay the changed prices. Past due fees are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection.
Taxes: You must pay any applicable taxes, and any applicable third-party fees (including, for example, telephone charges, mobile carrier fees, ISP charges, data plan charges, credit card fees, foreign exchange fees). In the event any withholding taxes are imposed by any governmental authority of a foreign jurisdiction on any payments due to RESTB.AI, you shall bear all such withholding taxes such that the actual amount received by RESTB.AI is the amount stated in the invoice to you. We will invoice you for such taxes if we believe we have a legal obligation to do so and you agree to promptly pay such taxes if so invoiced.
- All notices, notifications, consents and other communications required or permitted under this agreement must be made in writing and delivered in a way which enables giving evidence of its receipt (including email and facsimile) to the following e-mail addresses: email@example.com
- The terms and conditions of this agreement may not be amended, modified or waived except pursuant to the agreement in writing of the parties.
19. ENTIRE AGREEMENT
- The terms and conditions and the signed service order constitute the entire agreement between you and Restb.ai and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written with respect to these products and services. Any rights not expressly granted herein are reserved.
20. EPIGRAPHS, TITLES AND SEVERABILITY
- Epigraphs and titles of this agreement have been included only in order to make its reading easier and by no means are intended to describe the content of the corresponding clauses neither represent undertakings, terms or conditions of this agreement.
- If any provision of this agreement is determined to be invalid or unenforceable in whole or in part, for any present or future reason, such invalidity or unenforceability shall not affect the enforceability of any of the remaining provisions hereof. This agreement shall be construed in such a way as if such invalid or unenforceable provisions had never been contained herein. For those purposes, the agreement shall no longer be valid exclusively with respect to the null or invalid provision, and none of the remaining parts or provision of this agreement shall be null, invalid, prejudiced or affected by such nullity or invalidity.
21.APPLICABLE LAW AND JURISDICTION
- This agreement shall be governed by and construed in accordance with the Laws of Spain.
- The parties, hereby expressly waiving any jurisdiction that may apply, agree that any dispute, controversy, issue or claim arising out of the performance or interpretation of this agreement, or relating thereof, directly or indirectly, shall be settled by the Courts of the City of Barcelona.