terms & conditions

Master Service Agreement

By signing up you agree to the terms and conditions laid out in the Master Service Agreement

01
Acceptance of Terms

1.1 - BotSupply IvS provides its Service (as defined below) to You through its web site located at https://botsupply.ai (the "Site"), subject to this Terms of Service agreement ("TOS"). By accepting this TOS or by accessing or using the Service, You acknowledge that You have read, understood, and agree to be bound by this TOS. When entering into this TOS on behalf of a company, business or other legal entity, you represent that You have the authority to bind such entity and its affiliates to this TOS, in which case the terms "You" or "Your" shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with this TOS, You must not accept this TOS and may not use the Service.

1.2 - BotSupply may change this TOS from time to time without prior notice. You can review the most current version of this TOS at any time at https://botsupply.ai/legal. The revised terms and conditions will become effective upon posting, and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to you, your only remedy is to stop accessing and using the Service.

02
Definitions

2.1 - The "Service" provided by BotSupply includes Natural Language Processing, various software tools, analytics services, and related technologies for designing, maintaining, and optimizing bots. Any new features added to or augmenting the Service are also subject to this TOS.

2.2 - “End-users” shall mean the visitors of the Customer’s user interfaces to be decided by you, who uses the Service.

2.3 - “Customer Data” shall mean the material containing the data upon which the Service shall be customized.

2.4 - “Derivative Data” shall mean the aggregated and anonymised data, which is accumulated by the End-Users use of the Service.

2.5 - “Developments” shall mean any improvement to the Service.

2.6 - “Personal Data” shall mean any data identifiable to a natural person that is in the control of any Party.

2.7 - “Default” shall mean any breach of the obligations, including defects or any act, omission, negligence or statement of a Party or the employees or agents of a Party in connection with or in relation to providing the Service..

2.8 - “Documentation” shall mean all documents, records, written material and other copies whether in physical or electronic form, specifications and technical manuals documenting the Software or any deliverables prepared or delivered in the course of or related to the Service.

2.9 - “Master Service Agreement” (the "Agreement") shall mean the signed contract describing the deliverables, charges and payment terms, and which this TOS is part of.

2.10 - “Data Processing Agreement” (the "DPA") is the contract that governs the relationship between a controller, a processor, and the personal data being processed. The DPA is part of the Agreement.

03
Scope of the Service

3.1 - The Service is provided by BotSupply and will be adapted to Your specific needs by You in accordance with the provided Customer Data.

3.2 - BotSupply grants You a limited, non-transferable, non-exclusive and non-perpetual right to make the Service available to Your End-Users on the user interfaces of Your choice.

3.3 - You gain access to the acquired Service through the Site, and by making the Service available to the Your End-Users on the user interfaces of Your choice.

3.4 - You are solely responsible for all Account Information (as defined below) data, information, feedback, suggestions, text, content and other materials that you enable, upload, post, deliver, provide or otherwise transmit or store (hereafter "Post(ing)") in connection with or relating to the Service ("Your Content"). You are responsible for maintaining the confidentiality of Your login, password and account and for all activities that occur under Your login or account. BotSupply reserves the right to access Your account in order to respond to Your requests for technical support and providing the Service. By posting Your Content on or through the Service, You hereby do and shall grant BotSupply a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content in connection with the Service. BotSupply has the right, but not the obligation, to monitor the Service or Your Content. You further agree that BotSupply may remove or disable any of Your Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to Your Content), or for no reason at all.

3.5 - You understand that the operation of the Service, including Your Content, may involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to BotSupply's third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, You acknowledge that You bear sole responsibility for adequate security, protection and backup of Your Content. BotSupply will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.

3.6 - Upon acceptance of this TOS, You give a general consent for BotSupply to engage third party service providers to use, host, operate and/or maintain the Service. The Supplier shall not be liable for any breach of these Terms by its third party service providers and shall not be liable for damages, unless such breach is a direct consequence of the instructions of BotSupply

3.7 - You acknowledge that this TOS is a contract between You and BotSupply, even though it is electronic and is not physically signed by You and BotSupply, and it governs Your use of the Service and takes the place of any prior Agreements between You and BotSupply.

04
Default

4.1 - The Customer shall without undue delay and no later than two (2) days from knowledge of the default give written notice to BotSupply of any Defaults of the Service and a description hereof.

4.2 - If the default is material, hereby meaning the Service cannot function as agreed, BotSupply has a right to remediate the Defaults itself as soon as possible.

4.3 - If the default is not deemed material, the remediation of the default can by the choice of BotSupply and be done in the next updated release of the Service.

05
Intellectual Property Rights and ownership of the Service and Developments

5.1 - You acknowledge and accept that the Service and the Documentation and any Derivative Data are protected under Danish intellectual property right laws as well as under international legislation, conventions and treaties.

5.2 - You agree that BotSupply owns all intellectual property rights, including patent, copyright, trade secret, trademark and other proprietary rights, in and to the Service, and Derivative Data, and any corrections, bug fixes, enhancements, updates or other modifications.

5.3 - You will promptly report to BotSupply in writing regarding any ongoing or threatening infringement of BotSupply’s intellectual property rights in and to the Service, the Documentation and/or any other services, materials or information (if any) pertaining to the Service that comes to the attention of Customer.

5.4 - Customer acknowledges and accepts that the Service, the Documentation and any other inherited services, materials and information (if any) pertaining to the Service regardless of the form or media in which the original or copy hereof may exist, are the sole and exclusive property of BotSupply.

5.5 - All Developments to the Service generated on basis of the Derivative Data and Customer Data during the term of the Agreement between You and BotSupply shall be the exclusive property of BotSupply. You are not allowed to sublicense, copy, alter, or develop on the provided Service.

06
Ownership of Data

6.1 - All Customer Data is the sole and exclusive property of You. In the event of termination of the Agreement between You and BotSupply, You shall remain ownership of Customer Data.

6.2 - The Service is designed to improve and develop its performance based on the End-Users’ use of the Service. Any such Derivative Data generated from the End-Users’ use and from the Customer Data shall be the exclusive property of BotSupply, and BotSupply shall be entitled to use such Derivative Data to continue its development of the Service.

07
Data Protection

7.1 - BotSupply will comply with all of its obligations under applicable data protection law.

7.2 - BotSupply will process Personal Data on behalf of You concerning the End-Users of the Service to be decided by You for the purpose of delivering a useful service to You and the End-users.

7.3 -BotSupply will use sub-data processors in accordance with applicable Data Protection Law. Any sub-data processor will only process any Personal data in accordance with BotSupply’s instructions as stipulated in the DPA. You can at all time ask for a list of the current third party suppliers, who has access to the Personal Data.

7.4 - BotSupply will take all appropriate technical and organisational measures to ensure an adequate level of security and that processing of any Personal Data is done in accordance with applicable data protection law.

08
Payment

8.1 - You agree to pay BotSupply the amount that is specified in the Agreement in accordance with the terms in the Agreement and this TOS.

8.2 - BotSupply reserves the right to change prices when providing You with new Agreements. If BotSupply does, BotSupply will provide notice of the change at least 30 days before the change is to take effect.

09
Assignment

9.1 - The rights or obligations hereunder shall not be assignable or otherwise transferable (in whole or in part) by You without the prior written consent of BotSupply.

9.2 - BotSupply shall be entitled to assign the Agreement (in whole or in part) to a third party as part of bona fide sale of BotSupply business or reorganisation or restructuring of BotSupply business, without Your consent

10
Confidentiality

10.1 - Both Parties shall keep in strict confidence any and all oral, electronic or written information, including know-how, which the Parties may gain access to as a result of the provision of Service under the Agreement and which is either marked “Confidential” or designated to be confidential prior to disclosure if provided orally.

11
Limited warranty

11.1 - BotSupply undertakes no warranties and make no representations of whatsoever nature and BotSupply disclaims and excludes to the maximum extent permitted by applicable law any and all representations, warranties and conditions (whether expressed or implied) including without limitation representations, warranties or conditions concerning non-infringement, satisfactory quality, merchantability, and/or fitness for a particular purpose with respect to the Software and/or the Documentation.

11.2 - Under no circumstances shall BotSupply be responsible for any non-compliance attributed in whole or in part to Your misuse, abuse, changes, modifications, updates, alterations, repair or enhancements to the Service and/or the Documentation performed by You or any third party.

12
Limitation of Liability

12.1 - BotSupply expressly disclaims and excludes any and all liability for any indirect, special, punitive, incidental or consequential loss or damages, including without limitation (i) loss of profit including expected profits, (ii) loss or destruction of data and/or their restoration, (iii) loss of goodwill or business, (iv) loss of contracts, (v) loss of interest, and (vi) any other consequential losses or damages. The aforesaid limitations and exclusions shall apply irrespective of whether BotSupply has been notified of the possibility of such loss or damages, and whether such loss or damages can be attributed to BotSupply as negligent (including both simple and gross negligence).

12.2 - Notwithstanding anything to the contrary, the total aggregate amount that BotSupply may be liable to pay to You in direct damages, costs etc. under these terms shall not exceed the total amount of all fees paid or payable to BotSupply by You in accordance with the provided Agreement. 

13
Indemnification

13.1 - In the event that the Service and/or the Documentation is, or in BotSupply opinion is likely to be, held to be infringing any third party’s intellectual property rights, Supplier will in BotSupply sole discretion either (i) replace the Service and/or the Documentation (or any portions hereof) with non-infringing equivalent functionality or information, (ii) modify the Service and/or the Documentation to make such non-infringing or (iii) if replacement or modification of the Service and/or the Documentation is deemed by BotSupply in BotSupply’s sole discretion to be unreasonably expensive, terminate these Terms with immediate effect against a refund to You of any licence fees paid by You prior to termination, however less a proportionate reduction based on the usage of the Service and/or the Documentation enjoyed by BotSupply prior to termination.

13.2 - The aforesaid constitutes the entire obligation of BotSupply and the sole and exclusive remedy of You in the event that the Service and/or the Documentation is or in BotSupply’s opinion is likely to be held to be infringing any third party’s intellectual property rights.

13.3 - You will hold the BotSupply indemnified for any claims or losses which BotSupply may incur due to the End-Users violation of applicable law in the use of the Service.

14
Termination

14.1 - These Terms shall remain in force until expiration set forth in the provided Agreement or terminated in accordance with this section 15 or 16.

15
Termination for Default 

15.1 - A Party may at any time by notice in writing terminate the Agreement fully or partly as of the date specified in such notice if the other Party is in material Default of the Agreement, provided that the defaulting Party has failed to remedy the material Default without undue delay, or if the material Default is not capable of remediation the defaulting Party has taken reasonable actions, if applicable, to prevent such material default to recur.

16
Your Obligations upon Termination

16.1 - In the event of Your use of the Service is terminated by any reason, You are obliged to within seven (7) days to delete, remove and/or destroy the Service and all copies of the Service, and Documentation, and any other software related to the Service in Your environments and systems. Upon BotSupply’s request You will without undue delay document that the Service, copies hereof and Documentation etc. are no longer accessible or usable. BotSupply can require that such documentation is provided by an independent accountant.

17
Choice of Law and Jurisdiction

17.1 - The Parties agree that these Terms shall be governed and construed by the laws of Denmark.

17.2 - Any dispute arising out of or in connection with this contract, including any disputes regarding the existence, validity or termination thereof, shall be settled by arbitration administered by The Danish Institute of Arbitration in accordance with the rules of simplified arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced. The place of arbitration shall be Copenhagen, Denmark.

18
Marketing

18.1 - BotSupply may refer to Customer (and, where applicable, its Client(s)) as a BotSupply customer on BotSupply’s website and in sales presentations, and may use Customer’s (and, where applicable, Client's) trademarks for such purposes. Neither Party will issue a press release announcing its relationship with the other Party without the other Party's prior approval, not to be unreasonably withheld or delayed.

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