Platform Terms of Service

1. Interpretation
   1. The definitions and rules of interpretation in this clause 1 apply in this Agreement.

• 1. Clause and paragraph headings and any table of contents are included for convenience only and are not intended to and shall not affect the interpretation of this Agreement.
  2. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
  3. Unless the context otherwise requires, words in the singular shall include the plural and words in the plural shall include the singular.
  4. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
  5. A reference to a statute or statutory provision is a reference to it as amended, extended, consolidated, replaced, superseded, re-enacted or otherwise converted, modified or incorporated into law from time to time.
  6. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
  7. A reference to writing or written excludes fax but not email.
  8. Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
  9. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

2. Providing the Platform
   1. Semaloop shall provide the Platform from the Effective Date until expiry or termination of this Agreement for any reason.
   2. Provision of the Platform is subject to all Platform Usage Restrictions.
   3. Semaloop reserves the right, in its absolute discretion, to:
      1. modify Semaloop's System, its network, system configurations or routing configuration; or
      2. modify or replace any Hardware or Software in its network or in equipment used to deliver the Platform over its network,

   provided and to the extent that this has no adverse effect on Semaloop's ability to perform its obligations under this Agreement and its provision of the Platform. If such changes will have an adverse effect, Semaloop shall notify the Customer and the parties shall collaborate in good faith to implement any reasonably necessary changes to the Platform.

3. Semaloop's obligations
   1. Semaloop undertakes that the Platform services will be performed with all reasonable skill and care.
   2. The undertaking in 3.1 shall not apply to the extent of any non-conformance that is caused by use of the Platform contrary to Semaloop's instructions, including as set out in this Agreement.
   3. If the Platform does not conform with the undertaking in 3.1, Semaloop shall, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking in 3.1.
   4. Notwithstanding the foregoing, Semaloop does not warrant that the Customer's use of the Platform shall be uninterrupted or error-free or that the Software will be free from Vulnerabilities or Viruses.
   5. Semaloop is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
   6. This Agreement shall not prevent Semaloop from entering into similar agreements with third parties, or from independently developing, using, selling or licensing materials, products or services that are similar to those provided under this Agreement.

4. Customer's obligations
   1. The Customer shall:
      1. provide Semaloop with:
         1. all necessary co-operation in relation to this Agreement; and
         2. all necessary access to such information as may be reasonably required by Semaloop,

         in order to provide the Platform, including Customer Data, security access information, and software interfaces to the Customer's other business applications (including any specified in the Order Form);

      2. provide such personnel assistance as may be reasonably requested by Semaloop from time to time;
      3. comply with all applicable laws and regulations with respect to its activities under this Agreement;
      4. carry out all other Customer responsibilities and obligations set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties or performance of the Customer's responsibilities and obligations, Semaloop may adjust any timetable or delivery schedule set out in this Agreement as reasonably necessary; and
      5. use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and, in the event of any such unauthorised access or use, promptly notify Semaloop.
   2. The Customer shall not:
      1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Agreement:
         1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Dashboard in any form or media or by any means; or
         2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; or
      2. access all or any part of the Platform in order to build a product or service which competes with the Platform;
      3. use the Platform to provide services to third parties;
      4. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform available to any third party;
      5. attempt to obtain, or assist third parties in obtaining, access to the Platform other than as permitted under this Agreement;
      6. store, distribute or transmit through the Platform, specifically including the Dashboard, any material that:
         1. is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive;
         2. facilitates illegal activity;
         3. depicts sexually explicit images; and/or
         4. promotes unlawful violence, discrimination based on race, gender, age, disability, sexual orientation, religion, belief or gender reassignment, or any other illegal activity.
      7. introduce or permit the introduction of any Virus or Vulnerability into Semaloop’s Systems;
   3. The Customer shall remain responsible for the use of the Platform under its control, including any use by third parties (whether fraudulent or invited by the Customer).
   4. The Customer shall not provide the Platform directly or indirectly to third parties.

5. Warranties
   1. The Customer warrants and represents that:
      1. it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Customer;
      2. it has the authority to grant any rights to be granted by the Customer to Semaloop under this Agreement; and
      3. it owns or has obtained valid licences, consents, permissions and rights to use and where necessary to license to Semaloop, any materials reasonably necessary for the fulfilment of all the Customer's obligations under this Agreement.
   2. The Customer warrants that:
      1. it shall comply with and use the Platform in accordance with the terms of this Agreement and all applicable laws, and shall not do any act that shall infringe the rights of any third party including the publishing or transmission of any materials contrary to relevant laws;
      2. it shall comply with all laws and regulations applicable to the Customer in performing its obligations under this Agreement; and
      3. Semaloop's possession and use in accordance with this Agreement of any materials (including third-party materials) supplied by the Customer to Semaloop shall not cause Semaloop to infringe the rights, including any Intellectual Property Rights, of any third party.
   3. Semaloop warrants and represents that:
      1. it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of Semaloop; and
      2. it owns, or has obtained all valid licences, consents, permissions and rights necessary to enable Semaloop to comply with its obligations under this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the Customer's use and receipt of the Platform, and Semaloop shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached.
   4. Semaloop warrants that:
      1. it shall comply with all laws and regulations applicable to Semaloop in performing its obligations under this Agreement;
      2. it is and shall remain throughout the term of this Agreement compliant (and certified by an independent, reputable and competent certification body to be compliant) with, and shall provide the Platform in line with, a then-current version of SOC 2 Type 2; and
      3. the Customer's possession and use in accordance with this Agreement of any materials (including third-party materials) supplied by Semaloop to the Customer shall not cause the Customer to infringe the rights, including any Intellectual Property Rights, of any third party.
6. Charges and payment
   1. The Customer shall pay the Fees in accordance with the Payment Terms, as set out in Order Form.
   2. If the Customer fails to make any payment due to Semaloop under this Agreement by the due date for payment, then, without limiting Semaloop's remedies under 11, the Customer shall pay interest on the overdue amount at the rate of 4% per annum above The Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
   3. All amounts and fees stated or referred to in the Agreement:
      1. are non-cancellable and non-refundable; and
      2. are exclusive of value added tax.
7. Data protection

To the extent that Semaloop processes any Customer personal data, the parties will comply with the Data Processing Agreement at semaloop.com/dpa.

8. Proprietary rights
   1. Nothing in this Agreement affects either party's rights in and to any Intellectual Property Rights that existed prior to the date of this Agreement (including pre-existing Intellectual Property Rights of either party contained in or relating to confidential information).
   2. The Customer acknowledges and agrees that, as between the parties, Semaloop and/or its licensors own all Intellectual Property Rights in the Dashboard, Output, Feedback and in all other materials connected with the provision of the Platform and/or developed or produced in connection with this Agreement by Semaloop, its officers, employees, sub-contractors or agents. Except as expressly stated in this Agreement, this Agreement does not grant the Customer any rights to such Intellectual Property Rights.
   3. Semaloop acknowledges and agrees that the Customer owns and retains all rights, title and interest in and to the Customer Data. Save to the extent necessary for the provision of the Platform and performance of its obligations under this Agreement, Semaloop shall have no rights to access, use or modify the Customer Data unless it has the prior written consent of the Customer.
   4. Semaloop grants to the Customer, during the Term, a non-exclusive, non-transferable right and licence, without the right to grant sublicenses:
      1. to use all of Semaloop's Intellectual Property Rights solely to the extent and as incorporated by Semaloop into the Output solely in connection with the Customer's (and its permitted sub-licensees') use of the Output in accordance with this Agreement; and
      2. to permit its authorised personnel to access and use the Dashboard solely to enable the Customer to receive and benefit from the Platform.
   5. The Customer grants to Semaloop a non-transferable, non-exclusive, royalty-free, worldwide licence for the Term to use and copy the Customer's Intellectual Property Rights (including those in the Customer Data) solely to the extent and as incorporated into the Output and solely to the extent necessary to enable Semaloop to comply with its obligations under this Agreement.
   6. The Customer agrees that Semaloop may use Customer Data to train or otherwise improve the Platform.
   7. Each party reserves all rights not expressly granted in this Agreement.
9. Confidentiality
   1. Each party undertakes that it shall not at any time during this Agreement, and for a period of two years after termination or expiry of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by 9.2.
   2. Each party may disclose the other party's confidential information:
      1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this 9; and
      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
   3. No party may use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
10. Limitation of liability
    1. This 10 sets out the entire financial liability of Semaloop (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
       1. any breach of this Agreement;
       2. any use made by the Customer of the Platform; and
       3. any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
    2. Except as expressly provided in this Agreement:
       1. the Customer assumes sole responsibility for results obtained from the use of the Platform, and for conclusions drawn from such use. Semaloop shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Semaloop by the Customer in connection with the Platform, or any actions taken by Semaloop at the Customer's direction;
       2. the Platform is provided on an “as is” basis; and
       3. all warranties, conditions and other terms implied by statute, common law or otherwise are, to the fullest extent permitted by law, excluded from this Agreement.
    3. Nothing in this Agreement excludes or limits the liability of the either party for:
       1. death or personal injury caused by Semaloop's negligence;
       2. fraud or fraudulent misrepresentation;
       3. any other liability which cannot lawfully be excluded or limited; or
       4. in the case of the Customer, the Customer’s obligation to pay the Fees.
    4. Subject to 10.3:
       1. Semaloop shall not be liable whether in contract, tort (including for negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, wasted expenditure, depletion of goodwill or similar losses, loss or corruption of data or information or for any indirect or consequential loss, costs, damages, charges or expenses however arising; and
       2. Semaloop's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the Fees paid for the Platform during the 12 months preceding the date on which the claim arose.
11. Term, termination and suspension
    1. This Agreement shall commence on the Effective Date. Unless terminated earlier in accordance with this 11, this Agreement shall continue in force for the Initial Term and shall automatically extend for successive periods equal to the duration of the Initial Term (Extended Term) at the end of the Initial Term and at the end of each Extended Term. Either party may give written notice to the other party, not later than 30 days before the end of the Initial Term or the relevant Extended Term, to terminate this Agreement at the end of the then current Initial Term or the relevant Extended Term, as the case may be.
    2. Without prejudice to any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
       1. the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
       2. the other party commits a material breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
       3. the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this 11.2 (c).
    3. Semaloop may, without liability to the Customer, disable the Customer's access to all or part of the Platform (including the Dashboard) and Semaloop shall be under no obligation to provide any or all of the Platform:
       1. on no less than 5 Business Days' notice, if Semaloop has not received payment of any Fees within 30 days after the due date; or
       2. immediately, if the Customer breaches any of the provisions at 4.2.
    4. For the purposes of 11.2(b), a material breach means:
       1. a breach of any of the obligations set out in clause 4.2; or
       2. a breach that has a serious effect on the benefit the terminating party would otherwise derive from this Agreement.
    5. Any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after expiry or termination of this Agreement shall remain in full force and effect.
    6. Expiry or termination of this Agreement for any reason shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at expiry or termination.
    7. On expiry or termination of this Agreement for any reason:
       1. Semaloop shall immediately cease provision of the Platform; and
       2. each party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party.
12. Other important terms
    1. Force majeure. Neither party shall be in breach of this Agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for one month, the party not affected may terminate the Agreement by giving 5 Business Days' written notice to the affected party.
    2. Publicity. The Customer grants Semaloop a non-exclusive licence to use the Customer’s name and logo:
       1. on any of Semaloop’s marketing and advertising materials; and
       2. with the Customer’s prior written consent, in any case studies published by Semaloop relating to the Customer’s use of the Platform.
    3. No partnership or agency. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties or constitute any party the agent of another party nor authorise any party to make or enter into any commitments for or on behalf of any other party.
    4. Rights and remedies. Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
    5. Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    6. Conflict. If there is an inconsistency between any of the provisions of these Terms and the Order Form, the provisions in the Order Form prevail.
    7. Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
    8. Severance. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement.
    9. Entire agreement. The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
    10. Dealings. The Customer shall not, without the prior written consent of Semaloop, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement.
    11. Third party rights. Unless it expressly states otherwise the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
    12. Notices.
        1. All notices in relation to the Agreement must be in writing. When given by:
           1. the Customer to Semaloop they must go to this email address: legal@semaloop.com; or
           2. Semaloop to the Customer, they must be sent to the email address associated with the Customer's account,

           or to such other email address as either party may notify to the other from time to time.

        2. • 1. Any notice shall be deemed to have been received upon transmission, or, if this time falls outside business hours, when business hours resume.
    13. Governing law. The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.
    14. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).