In this Agreement, the following terms shall have the meanings set forth below:
1.1 "EleviateAI OÜ" refers to the company offering the subscription-based service.
1.2 "Subscriber" refers to the company or individual purchasing the subscription to use EleviateAI OÜ's services.
1.3 "Services" refers to the software, platform, and related materials provided by EleviateAI OÜ under this Agreement.
1.4 "Documentation" refers to the instructions, manuals, and other written materials provided by EleviateAI OÜ to assist Subscribers in using the Services.
1.5 "Subscription Term" refers to the period during which the Subscriber is entitled to use the Services, as set forth in the Order Form.
1.6 "Confidential Information" refers to any non-public information provided by EleviateAI OÜ to Subscriber, including but not limited to the Services, Documentation, and any other materials or information that are designated as confidential.
1.7 "Order Form" refers to the written or electronic order form entered into by EleviateAI OÜ and Subscriber, which sets forth the Subscription Term, pricing, and other details related to the Subscriber's purchase of the Services.
1.8 "Intellectual Property" refers to all patents, trademarks, copyrights, trade secrets, and any other intellectual property owned or licensed by EleviateAI OÜ in connection with the Services.
2.1 Subscription By purchasing a subscription to EleviateAI OÜ, the Subscriber agrees to the terms and conditions outlined in this Agreement. EleviateAI OÜ grants the Subscriber a limited, non-exclusive, non-transferable, and non-assignable right to access and use the EleviateAI OÜ services during the subscription period.
2.2 Subscription Term The subscription term will be for a period of one year, unless otherwise agreed upon by EleviateAI OÜ and the Subscriber. The subscription will automatically renew at the end of each subscription period, unless the Subscriber provides EleviateAI OÜ with written notice of non-renewal at least 30 days prior to the end of the current subscription term.
2.3 Subscription Fees The Subscriber agrees to pay the subscription fees as outlined in the pricing agreement provided by EleviateAI OÜ. The subscription fees will be invoiced and payable in advance of the subscription term. If payment is not received by EleviateAI OÜ within 30 days of the invoice date, EleviateAI OÜ may suspend or terminate the Subscriber’s access to the EleviateAI OÜ services.
2.4 Subscriber Information The Subscriber agrees to provide accurate and complete information when registering for a subscription to EleviateAI OÜ. The Subscriber is responsible for maintaining the confidentiality of their login information and is solely responsible for all activities that occur under their account.
2.5 Termination EleviateAI OÜ may terminate this Agreement and the Subscriber’s access to the EleviateAI OÜ services immediately upon notice to the Subscriber in the event of a material breach of this Agreement by the Subscriber. Upon termination, the Subscriber will no longer have access to the EleviateAI OÜ services and all rights granted under this Agreement will immediately cease.
2.6 Survival Sections 5, 6, 7, and 8 of this Agreement shall survive termination or expiration of this Agreement for any reason.
3. Term and termination
3.1. Term: This Agreement shall commence on the Effective Date and shall continue in full force and effect for the Subscription Term.
3.2. Termination for Convenience: Either party may terminate this Agreement at any time during the Subscription Term for any reason or no reason, by providing written notice of termination to the other party at least 30 days prior to the end of the then-current Subscription Term.
3.3. Termination for Breach: Either party may terminate this Agreement immediately upon written notice to the other party if the other party is in breach of any material term or condition of this Agreement and such breach is not cured within 30 days after written notice of such breach.
3.4. Effect of Termination: Upon termination or expiration of this Agreement for any reason, the Subscriber shall immediately cease using the Services and shall return or destroy all Confidential Information of the Company in its possession or control.
3.5. Survival: The provisions of Sections 4, 5, 6, and 7 shall survive any termination or expiration of this Agreement.
4. Intellectual property
4.1 Ownership. EleviateAI OÜ and its licensors own and shall retain all right, title, and interests, including all intellectual property rights, in and to the Services and any and all improvements, updates, modifications, or enhancements thereto, made by EleviateAI OÜ or its licensors.
4.2 License Grant. Subject to the terms of this Agreement, EleviateAI OÜ grants to Subscriber a non-exclusive, non-transferable, limited license to use the Services solely for Subscriber's internal business purposes.
4.3 Restrictions. Subscriber shall not, directly or indirectly: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services or any software, documentation or data related to the Services; (b) modify, translate, or create derivative works based on the Services; (c) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (d) use the Services for the benefit of any third party; (e) use the Services to develop or enhance any software, product, or service that competes with the Services; or (f) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Services.
4.4 Feedback. Subscriber may, from time to time, provide EleviateAI OÜ with suggestions, comments, or other feedback relating to the Services (collectively, "Feedback"). Feedback is voluntary and EleviateAI OÜ may use or incorporate Feedback into the Services without obligation to Subscriber.
4.5 Third-Party Intellectual Property. Subscriber acknowledges that the Services may incorporate or be based on third-party intellectual property, and Subscriber's use of the Services is subject to the terms of any licenses or agreements related to such third-party intellectual property.
4.6 Infringement Claims. If the Services become, or in EleviateAI OÜ's opinion are likely to become, the subject of a claim of infringement, EleviateAI OÜ may, at its sole option and expense, either: (a) procure for Subscriber the right to continue using the Services; (b) replace or modify the Services to make them non-infringing; or (c) terminate this Agreement and refund to Subscriber any unused fees paid for the Services. This Section 4.6 sets forth Subscriber's exclusive remedy and EleviateAI OÜ's entire liability with respect to any claim of infringement of any intellectual property right.
5.1 Confidential Information. The parties acknowledge and agree that during the Term, each party may have access to certain confidential, proprietary, or trade secret information of the other party (“Confidential Information”). Confidential Information includes, without limitation, information relating to technology, business operations, financial information, software, products, research, development, and other information that is identified as confidential or should be reasonably understood to be confidential based on the circumstances surrounding its disclosure.
5.2 Obligations of Recipient. The recipient of Confidential Information (the “Recipient”) shall not use or disclose the Confidential Information of the other party (the “Disclosing Party”) except as expressly permitted under this Agreement or as required by law. The Recipient shall use reasonable efforts to protect the confidentiality of the Disclosing Party’s Confidential Information but in no event less than the efforts it uses to protect its own confidential information of similar importance. The Recipient shall not copy, modify, or reverse engineer any of the Disclosing Party’s Confidential Information.
5.3 Exceptions. The obligations of confidentiality set forth in this Section 5 shall not apply to any information that: (i) is or becomes generally available to the public through no fault of the Recipient; (ii) is already in the Recipient’s possession at the time of disclosure, without obligation of confidentiality; (iii) is obtained by the Recipient from a third party without breach of any obligation owed to the Disclosing Party; (iv) is independently developed by the Recipient without the use of or reference to the Disclosing Party’s Confidential Information; or (v) is required to be disclosed by law or regulation, provided that the Recipient provides the Disclosing Party with prior written notice of the required disclosure to allow the Disclosing Party to seek a protective order or another appropriate remedy.
5.4 Return of Confidential Information. Upon the termination of this Agreement, the Recipient shall promptly return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party, including all copies thereof, in the Recipient’s possession or control.
5.5 Remedies. Each party acknowledges that the other party may suffer irreparable harm in the event of a breach or threatened breach of this Section 5 and that monetary damages may be inadequate to compensate the non-breaching party. Accordingly, each party agrees that the non-breaching party may seek and obtain injunctive relief, without the requirement of posting a bond or other security, in addition to any other relief to which the non-breaching party may be entitled at law or in equity.
6. Representations and warranties
6.1. Subscriber's Representations and Warranties
By subscribing to EleviateAI OÜ's services, Subscriber represents and warrants that:
- (a) Subscriber has full power and authority to enter into this Agreement and to perform its obligations hereunder;
- (b) the execution, delivery, and performance of this Agreement by Subscriber does not violate any agreement, law, or regulation to which Subscriber is subject; and
- (c) Subscriber's use of EleviateAI OÜ's services does not infringe or misappropriate any intellectual property right of any third party.
6.2. EleviateAI OÜ's Representations and Warranties
EleviateAI OÜ represents and warrants that:
- (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder;
- (b) the execution, delivery, and performance of this Agreement by EleviateAI OÜ does not violate any agreement, law, or regulation to which EleviateAI OÜ is subject;
- (c) EleviateAI OÜ's services will be performed in a professional and workmanlike manner; and
- (d) EleviateAI OÜ's services will conform to the specifications set forth in the applicable Order Form.
Except as expressly provided in this Agreement, EleviateAI OÜ makes no representations or warranties of any kind, whether express, implied, statutory, or otherwise, and expressly disclaims all implied warranties, including any warranties of merchantability, fitness for a particular purpose, and non-infringement. Without limiting the generality of the foregoing, EleviateAI OÜ does not warrant that the services will be error-free or uninterrupted.
7. Limitation of Liability
7.1. The Subscriber agrees that the liability of EleviateAI OÜ and its officers, directors, employees, agents, and affiliates, whether in contract, tort, or otherwise, arising out of or in connection with this Agreement, shall not exceed the total amount of fees paid by the Subscriber to EleviateAI OÜ under this Agreement.
7.2. In no event shall EleviateAI OÜ or its officers, directors, employees, agents, or affiliates be liable for any indirect, incidental, consequential, or special damages, including loss of profits, loss of data, business interruption, or any other commercial damages or losses, arising out of or in connection with this Agreement, even if EleviateAI OÜ has been advised of the possibility of such damages.
7.3. The Subscriber agrees that EleviateAI OÜ shall not be responsible for any delay, failure, or interruption of the Services resulting from circumstances beyond its reasonable control, including without limitation, acts of God, acts of government, war, civil unrest, riots, strikes or other labor disputes, internet service provider failures or delays, or other events outside of EleviateAI OÜ's control.
7.4. The limitations and exclusions of liability set forth in this Section 7 shall apply to the maximum extent permitted by applicable law, regardless of whether any remedy fails its essential purpose.
8. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of Estonia. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in accordance with the Arbitration Rules of the Estonian Chamber of Commerce and Industry. The seat of the arbitration shall be in Tallinn, Estonia. The language of the arbitration shall be English.
Each party irrevocably agrees that the courts of Estonia shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). Each party irrevocably submits to the jurisdiction of the courts of Estonia and waives any objection to proceedings in such courts on the grounds of venue or on the grounds that the proceedings have been brought in an inconvenient forum.
This section specifies that the Agreement is governed by Estonian law, any disputes are resolved through arbitration under the Estonian Chamber of Commerce and Industry's Arbitration Rules, and that the courts of Estonia have exclusive jurisdiction over any dispute or claim that arises under the Agreement. The section also includes a waiver of any objections to proceedings in the Estonian courts on the grounds of venue or inconvenience.
9. Miscellaneous provisions
9.1 Entire Agreement. This Agreement, including any exhibits attached hereto, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous negotiations, agreements, understandings, or representations, whether written or oral, between the Parties regarding the subject matter hereof.
9.2 Amendments. This Agreement may not be amended or modified, except in writing and signed by both Parties.
9.3 Waiver. Any waiver by either Party of any breach of this Agreement shall not be construed as a waiver of any other breach, and the failure of either Party to exercise any right or remedy shall not constitute a waiver of such right or remedy.
9.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deemed to be deleted from this Agreement, and the remainder of this Agreement shall continue in full force and effect.
9.5 Assignment. Neither Party may assign, delegate or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party.
9.6 Notices. Any notice, demand, request, or other communication required or permitted under this Agreement shall be in writing and shall be deemed to have been given when delivered by hand, sent by registered mail, or by email to the Parties at their respective addresses set forth in the Subscription Form.
9.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.