FOR SERVICES ALLOWING THE OPTIMIZED USE AND MANAGEMENT OF THE GOOGLE CLOUD PLATFORM SERVICES AND INFRASTRUCTURE
1.1. These terms and conditions (the “Terms”) regulate how you as client (the “Client” or “You”) may access and use the Services and the Platform (as defined below) of Aliz Labs Kft. (having its registered seat at 42-44 Gizella út, 1143 Budapest, Hungary and registered by the Metropolitan Court of Budapest under company registration no. 01-09-380414 and having a Hungarian tax ID no. HU29135716) (“Aliz” or “We” or “us”; whilst the Client and Aliz hereinafter jointly, the “Parties” and each a “Party”) made available through the following link: https://app.followrabbit.ai.
1.2. You may sign up for and order the Services from us:
1.2.1. online, according to the following process:
1.2.2. offline, according to the following process:
1.4. You may request the extension (the “Service Upgrade”) or the reduction (the “Service Downgrade”) of the Services at any time during the Service Term (as defined below), provided that
1.4.1. the Service Upgrade shall become effective immediately;
1.4.2. the Service Downgrade shall become effective for the next (new) Service Term (if any).
2.1. We services through a set of application programming interfaces called “RABBIT” (the “Platform”) allowing you to optimize and manage your Google Cloud Platform (the “GCP”) account and services. In order to provide you our services hereunder (the “Services”), we need you to grant us ‘read-only’ access to your GCP account by way of providing access to an ‘impersonal service account’ within your GCP account. Such service account (and our ‘read-only’ access to your GCP account) will allow the Platform to analyze your consumption of the GCP services and infrastructure by way of the APIs specified in the API Documentation (the “Consumption Data”) and will allow you to obtain recommendations (the “Recommendations”) as to how you could use (consume) and manage the GCP services and infrastructure in the most cost-efficient manner. You will access the Recommendations through the Platform.
2.2. The Client acknowledges that it must have access to the GCP Services and infrastructure in order to be able to use the Services by way of a GCP reseller agreement entered into by any between either the Parties themselves, or between the Client and another reseller, or by way of the Google master customer agreement entered into by and between the Client and Google.
2.3. Following the activation of the Services, we offer you access to the Services through the Platform. After you activate the Services, the Services will analyze your Consumption Data and the Services will provide you with the Recommendations. You acknowledge and understand that (i) our ‘read-only’ access to your GCP account will not (A) grant us any access to the data uploaded to your GCP account but only to the Consumption Data (i.e. the Services or the Platform have no access to the data uploaded by you to your GCP account or to your GCP settings or the way you use the GCP services and infrastructure); (B) allow us to make any change in your GCP account (or the settings of your GCP account; (ii) you alone can make any changes in your GCP account (such as any change in the settings of your GCP account or the change in the use of the GCP services) by following or not following the Recommendations at your discretion; (iii) you can change or terminate our impersonal service account in (and ‘read-only’ access to) your GCP account at any time, however, such change or termination may result in the failure of our Services (i.e. you may not receive any Recommendation going forward) or the improper function of the Services (i.e. the Recommendations may not be complete or accurate); (iv) Aliz makes no representation or warranty or promise that the Services or the Recommendations will have the effect intended by you (whether known or unknown to Aliz) or that the Services or the Recommendations will have any specific result.
2.4. Aliz will provide the Services to the Client subject to the service level agreement (SLA) forming part of these Terms.
2.5. Each SOF will specify the features of the Services (including the number of Recommendations that the Client can have in return for the Fee) and a Service Term. Aliz reserves all rights not expressly granted under these Terms, and there are no implied rights granted by Aliz hereunder, whether by estoppel or otherwise.
2.6. The Client agrees that Aliz may send legal and non-legal notices, statements and other information by email or through the Client’s account at the Portal.
2.7. Aliz is based in Hungary and provides the Services in Hungary.
2.8. Should the Client need support other than what is included in the Fees or implementation services or other professional consultancy services from Aliz, Aliz will provide them subject to a separate agreement (under separate terms and conditions).
3.1. The Consumption Data includes the electronic data and information obtained by the Services through the APIs listed in the API Documentation (as updated from time to time). You acknowledge and agree that:
3.1.1. Aliz will need, and thus you specifically authorize Aliz to, use and process the Consumption Data as per your request (the “Authorized Purpose”), for the purpose of providing the Services and maintaining and improving the Services;
3.1.2. the Consumption Data includes all data in the algorithms underlying the Services, as such algorithms are improving and learning upon the collection and processing of the Consumption Data and all data necessary for the creation of the Recommendations and relating to the operation and support of the Services and data about the Client’s use of the Services.
3.2. The Client represents and warrants to Aliz that it is duly authorized and has the right and necessary consents to grant Aliz access to the Consumption Data and allow Aliz to process such Consumption Data for the purposes of providing the Service, as per the Terms.
3.3. Further, we warrant to you in relation to the use of your Consumption Data upon the provision of the Services that:
3.3.1. we will not make available your Consumption Data to any unauthorized third party (such as any other customer we have);
3.3.2. we will store your Consumption Data during the Service Term in order to track the changes in your GCP consumption and to provide new (and potentially more accurate) Recommendations (i.e. to provide the Service); however, we will delete all your Consumption Data after the termination of the Agreement for any reason, within 5 business days as of the termination of the Agreement.
3.4. The Client owns and retains all right, title, and interest in and to its Consumption Data. However, in order for us to provide you the Services, we need to collect, process and work with your Consumption Data. Consequently, the Client hereby agrees to grant Aliz a limited, royalty-free, non-exclusive, worldwide right and license to collect, access, process and use the Consumption Data during the Service Term as well as to create derivative works (such as the Recommendations) from the Consumption Data.
3.5. YOU ACKNOWLEDGE THAT ALIZ OWNS AND RETAINS ALL RIGHTS, TITLE AND INTEREST IN AND TO THE SERVICES. HOWEVER, IN ORDER FOR YOU TO BENEFIT FROM OUR SERVICES, WE GRANT YOU A LIMITED, ROYALTY-FREE, NON-EXCLUSIVE, WORLDWIDE RIGHT TO THE RECOMMENDATION, IN CONSIDERATION OF AND SUBJECT TO THE PAYMENT OF THE FEES, IF AND TO THE EXTENT NECESSARY FOR THE PROVISION OF THE SERVICES. YOU MAY USE THE RECOMMENDATIONS FREELY, SUBJECT TO THE EXPRESS LIMITATIONS IN THESE TERMS. HOWEVER, YOU ACKNOWLEDGE THAT WE MAY CREATE RECOMMENDATIONS MATERIALLY SIMILAR TO THE RECOMMENDATIONS THAT YOU RECEIVE UPON THE PERFORMANCE OF THE SERVICES WHICH WE MAY FREELY USE, SUBJECT TO THE EXPRESS LIMITATIONS IN THESE TERMS.
3.6. You understand and acknowledge that Aliz will specify at its discretion the location(s) where the Consumption Data will be hosted within the Services or the Platform.
3.7.1. We ensure you that we maintain proper administrative, technical, organizational and physical security actions and measures to protect your Consumption Data against unauthorized access and disclosure (breach).
3.7.2. We will guarantee you that your Consumption Data will be processed upon the provision of the Services subject to rigorous security controls, partly thanks to our cloud environment applying enhanced technical and organizational security measures.
3.7.3. In order to maintain the security of our Services, you undertake to us that you will keep the Platform secure and will use the Platform and the Services as per these Terms and will not grant access to it to any unauthorized third party.
4.1. The Client undertakes to Aliz to use the Services subject to the following limitations:
4.1.1. the Client shall ensure that its employees registering on its behalf for the Services (the “Registered Users”) fill in the registration form with accurate, complete and up-to-date information;
4.1.2. the Client will be solely responsible for the use of our Services and the Platform under its account by its Registered Users;
4.1.3. the Client shall not (and shall not allow any third party to) (i) grant access to the Platform or the Services or otherwise make available the Platform or the Services for use by any third party (other than the Client’s Registered Users) and if the Client learns of any such unauthorized access or use, it shall notify Aliz immediately thereof; (ii) reproduce, decompile, disassemble, reverse engineer, modify or create derivative works from the Services or the Platform, or copy any features or functions of the Services or the Platform or otherwise attempt to extract any or all of the source code relating to the Services or the Platform; (iii) interfere with or attempt to interfere with or disrupt the Services or the Platform; (iv) introduce any virus into the Services or the Platform (which virus shall mean, for the purposes of these Terms, any software code whose purpose is to disrupt, damage or interfere with the Services or the Platform (including any hardware or software or network forming part thereof) or to provide unauthorized access to the Services or the Platform, such as viruses, Trojan horses, worms, traps, spyware, back doors, disabling devices or similar destructive or self-replicating code);
4.1.4. the Client shall use the Services or the Platform in accordance with these Terms and in compliance with all applicable laws (which, for the purposes of the Agreement shall mean all laws, rules and regulations applicable to the Services, such as privacy laws);
4.1.5. the Client is exclusively liable for ensuring that its use of the Services (and especially the provision of its Consumption Data) does not violate any applicable laws;
4.1.6. the Client may only use the Services or the Platform for the purposes specified in the Agreement, and for no other purpose;
4.1.7. the Client shall ensure that it does not provide to the Services (or otherwise make available to Aliz) or allow Aliz to process any personal data (which, for the purposes of these Terms, shall mean any information which is related to an identified or identifiable private individual, including also sensitive personal data, such as any government issued identification number, credit or debit card numbers, medical or financial information and authentication data, such as passwords or PIN) through the Services or the Platform, other than the personal data specifically mentioned in Section 12 below; the Client also acknowledges that the Services do not require any access to the data (including any personal data) uploaded to the Client’s GCP account as the Services only analyze the Consumption Data;
4.1.8. the Client shall not, and shall ensure that no third parties, use the Services or the Platform: (i) to violate, or encourage the violation of, the legal rights of others (such as infringing or misappropriating the intellectual property rights of others); (ii) to engage in, promote or encourage illegal activity according to any applicable laws; (iii) for any unlawful, invasive, infringing, defamatory or fraudulent purpose; (iv) to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature; (v) to interfere with the use of the Services or the Platform, or the equipment used to provide the Services or maintaining the Platform, by our other customers or other authorized users; (vi) to disable, interfere with or circumvent any aspect of the Services or the Platform; (vii) to generate, distribute, publish or facilitate unsolicited mass email, promotions, advertisements or other solicitations (spam); or (viii) in a manner breaching Google’s acceptable use policy available at https://cloud.google.com/terms/aup.
4.2. You hereby acknowledge that if you breach your undertaking in Section 4.1.4, you shall be liable for all losses and damages caused by such breach to us or any third party (including any governmental authority fines or indemnification or compensation payable to any private individual). Further, you acknowledge that in such an event you (as Client) shall qualify as data controller, whilst we (as service provider) shall qualify as data processor for the purposes of the General Data Protection Regulation (GDPR) no. 2016/679 of the EU, and the limitation of our liability under these Terms shall apply to any of our potential non-compliance with these Terms.
4.3. YOU UNDERSTAND AND AGREE THAT WE MAY SUSPEND YOUR ACCESS TO AND YOUR USE OF THE SERVICES OR THE PLATFORM IMMEDIATELY UPON NOTICE TO YOU IF WE REASONABLY DETERMINE THAT YOUR USE OF THE SERVICES OR THE PLATFORM (i) BREACHES YOUR UNDERTAKINGS IN THESE TERMS, AND SUCH BREACH IS NOT CURED FOLLOWING NOTICE; (ii) POSES A SECURITY RISK TO THE SERVICES OR THE PLATFORM OR ANY THIRD PARTY; (iii) MAY ADVERSELY IMPACT THE SERVICES OR THE PLATFORM OR THE SYSTEMS SUPPORTING THEM OR THE CONSUMPTION DATA OF ANY OTHER CUSTOMER; (iv) MAY BE FRAUDULENT.
4.4. FURTHER, YOU ACKNOWLEDGE THAT WE MAY SUSPEND THE SERVICES OR LIMIT THE NUMBER OF REGISTERED USERS WHO MAY ACCESS THE SERVICES OR THE PLATFORM ON YOUR BEHALF SIMULTANEOUSLY, IF IT IS NECESSARY TO COMPLY WITH THE APPLICABLE LAWS OR TO PROTECT THE SERVICES OR THE PLATFORM OR OUR INFRASTRUCTURE SUPPORTING THE SERVICES OR THE PLATFORM. IF WE SUSPEND THE SERVICES OR LIMIT THE NUMBER OF REGISTERED USERS WHO MAY ACCESS THE SERVICES OR THE PLATFORM ON YOUR BEHALF AT THE SAME TIME HEREUNDER, THEN (A) WE WILL PROVIDE YOU NOTICE OF THE CAUSE FOR SUSPENSION OR LIMITATION OF ACCESS WITHOUT UNDUE DELAY, TO THE EXTENT LEGALLY PERMITTED, AND (B) THE SUSPENSION OR LIMITATION OF ACCESS WILL BE TO THE MINIMUM EXTENT AND FOR THE SHORTEST DURATION REQUIRED TO SOLVE THE CAUSE FOR THE SUSPENSION OR THE LIMITATION OF ACCESS.
4.5. If Aliz suspends or limits your access to and your use of the Services or the Platform as per above, you understand that: (i) you remain responsible for all Fees up until the suspension; (ii) you remain responsible for all Fees regardless of the limitation of access (so long as at least one Registered User continues to have access to the Services or the Platform); (iii) you remain responsible for the payment of any applicable Fees for any Services to which you continue to have access.
4.6. IN ADDITION, YOU ACKNOWLEDGE THAT ALIZ RESERVES THE RIGHT TO CARRY OUT MAINTENANCE AND IMPROVEMENT OF THE SERVICES AND THE PLATFORM DURING MAINTENANCE PERIODS, AND THAT DURING SUCH MAINTENANCE PERIODS THE SERVICES OR THE PLATFORM MAY NOT BE PARTIALLY OR ENTIRELY AVAILABLE. WE WILL USE COMMERCIALLY REASONABLE EFFORTS TO INFORM YOU ABOUT ANY SUCH MAINTENANCE IN DUE TIME (BUT AT LEAST 3 DAYS BEFORE THE COMMENCEMENT OF THE MAINTENANCE) AND TO ENSURE THAT THE MAINTENANCE AFFECTS THE SERVICES AND THE PLATFORM TO THE MINIMUM EXTENT POSSIBLE AND FOR THE SHORTEST DURATION REQUIRED.
5.1. The Client shall pay the fees for the Services for the subscription plan during the Service Term described in the SOF (the “Fees”) as specified in the SOF within 15 days as of the receipt of Aliz’s invoice, by way of wire transfer to Aliz’s following bank account:
Aliz Labs Kft.
K&H Bank Zrt,
IBAN EUR: HU58 1040 3181 5052 6983 7281 1027
IBAN USD: HU63 1040 3181 5052 6983 7281 1034
IBAN HUF: HU32 1040 3181 5052 6983 7281 1010
5.2. All payment related costs shall be borne by the Client. All payments are due in USD unless the relevant invoice specifies a different currency. You represent that you consider the Fees to be fair and proportionate to the Services.
5.3. Should the Client wish to dispute any amount invoiced by Aliz, the Client shall submit its request to Aliz within 5 days as of the receipt of the invoice in question. Aliz will examine the Client’s request and will respond to it within a reasonable time. Should the Client fail to dispute the invoice, the Client shall be deemed to have accepted the relevant invoice upon the expiry of the above 5-day period.
5.4. THE CLIENT ACKNOWLEDGES THAT ALIZ DOES NOT CANCEL ANY INVOICE AND NOR DOES IT REFUND ANY FEE (WITHOUT PREJUDICE TO THE INVOICING TERMS UNDER SECTION 5.1 ABOVE). THUS, IF ALIZ APPROVES THE CLIENT’S REQUEST DISPUTING ITS INVOICE, ALIZ WILL OFFER THE CLIENT A DISCOUNT (THE “CLIENT DISCOUNT”), WHICH THE CLIENT CAN USE FOR FUTURE SERVICES NOT YET BILLED.
5.5. The Client acknowledges and accepts that it may not set-off any amount against the Fees nor may it enforce any counterclaim in a manner reducing the amount of the Fees.
5.6. You understand and agree that Aliz may update the Fees at any time, even during any Service Term, provided that Aliz shall give the Client prior notice of any such planned increases at least 30 days preceding the effective date of any such increase . However, if a Client paid the Fees in advance for any Service Term, no increase in the Fees during the Service Term shall affect the Client’s payment obligations. Further, Aliz may introduce new Services or new functionalities/features which Aliz will price at its sole discretion..
5.7. The Fees are net of any taxes, deductions and withholdings (including any local, state, federal, VAT, sales, excise, use or other taxes, levies or duties of any nature), not including the taxes payable by Aliz in relation to its income arising from the Agreement. If the Client is compelled to make any deduction, the Fee shall be increased accordingly (gross-up) to ensure that Aliz will receive the full amount as it was indicated in the SOF and Aliz’s invoice.
5.8. Payments are deemed to have been made on the day when the relevant sum is credited on Aliz’s bank account.
5.9. YOU ACKNOWLEDGE AND ACCEPT THAT ALIZ MAY SUSPEND YOUR ACCESS TO AND YOUR USE OF THE SERVICES WITH IMMEDIATE EFFECT, IF YOU ARE IN DEFAULT WITH ANY OF YOUR PAYMENT OBLIGATIONS HEREUNDER OVER 8 DAYS, AND YOU FAIL TO FULFILL YOUR PAYMENT OBLIGATION DESPITE ALIZ’S WRITTEN NOTICE. SHOULD YOUR DEFAULT EXCEED 15 DAYS, YOU ACKNOWLEDGE THAT ALIZ MAY TERMINATE THE AGREEMENT (AND THUS, YOUR ACCESS TO AND YOUR USE OF THE SERVICES) WITH IMMEDIATE EFFECT. THE TERMINATION OF THE AGREEMENT HEREUNDER SHALL NOT AFFECT THE OTHER RIGHTS THAT ALIZ MAY HAVE UNDER THE AGREEMENT OR THE APPLICABLE LAWS.
5.10. Should we suspend your access to and your use of the Services, we will reinstate your rights to and control over the Services at our sole discretion, and subject to the receipt of the unpaid Fees and costs as per the SOF.
6.1. You acknowledge that Aliz and its licensors own and retain all rights, title and interest in and to the Services including any third party infrastructure, technology and software (such as all algorithms), data and documentation forming part of and/or allowing the use of the Services (such as the API Documentation) and/or the Platform. Accordingly, you may only use the Services and the Platform for your own internal purposes, including only those that are strictly necessary for carrying out your standard business activity and may not reproduce or copy the Services or the Platform or any part thereof, and may nor resell or commercially exploit or transfer any rights thereto. Further, you may not distribute, publicly perform, modify, reverse engineer or otherwise make the Services or the Platform or any part thereof available to the public or any third person.
6.2. You understand and agree that all feedback, recommendations, and other input provided by you in relation to the Services or the Platform shall be owned by Aliz.
7.1. Aliz warrants to the Client that (i) it will make the Services available and provide the Services substantially as per these Terms and (ii) it will not introduce into the Client’s information technology system or computer network any virus (as defined above).
7.2. The Client shall notify Aliz of any warranty deficiencies under Section 7.1 (i) above within 30 days after the performance of the Services. You acknowledge that your sole remedy for our breach of:
7.2.1. Section 7.1 (i) above: is that Aliz will re-perform the relevant Services without any additional expense or cost to you;
7.2.2. Section 7.1 (ii) above: is that Aliz will remedy the breach within a reasonable time after your notice, and if Aliz is unable to remedy the breach within a reasonable time, then you may terminate the SOF for the relevant Service affected by the breach of warranty.
7.3. EXCEPT FOR THE WARRANTIES SET FORTH IN THESE TERMS, THE SERVICES ARE PROVIDED SOLELY ON AN “AS IS” AND ON AN “AS AVAILABLE BASIS” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND.
7.4. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALIZ MAKES NO WARRANTY WHATSOEVER OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WITH RESPECT TO THE SERVICES OR THE PLATFORM, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR BUSINESS OR OTHER PURPOSE AND THAT THE OPERATION OR USE OF THE SERVICES OR THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. ALIZ MAKES NO WARRANTY TO REVIEW THE CONSUMPTION DATA FOR ACCURACY OR THAT IT WILL PRESERVE OR MAINTAIN THE CONSUMPTION DATA WITHOUT LOSS.
7.5. YOU ACKNOWLEDGE THAT THE SERVICES IMPLEMENT A MACHINE LEARNING MODEL, AND DUE TO THE CHARACTERISTICS OF MACHINE LEARNING MODELS, NO RESULT OF THE SERVICES IS WARRANTED OR GUARANTEED. ACCORDINGLY, YOU ACCEPT THAT ALIZ MAKES NO WARRANTY THAT THE SERVICES WILL MEET THE CLIENT’S REQUIREMENTS OR EXPECTATIONS OR THAT THE SERVICES OR THE RECOMMENDATIONS WILL BE ACCURATE OR COMPLETE OR SATISFACTORY OR WILL HAVE ANY PARTICULAR RESULT.
7.6. ALIZ MAKES NO WARRANTY REGARDING ANY THIRD-PARTY PRODUCT, INFRASTRUCTURE OR SOFTWARE FORMING PART OF OR SUPPORTING OR ALLOWING THE USE OF THE SERVICES (SUCH AS THE GCP INFRASTRUCTURE) AND ALIZ SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS OR SERVICE FAILURES (INCLUDING ALSO THOSE COVERED BY THE SLA) INHERENT IN THE USE OF ELECTRONIC COMMUNICATIONS GENERALLY.
7.7. YOU ACKNOWLEDGE THAT (i) THE SERVICES ARE SAAS-BASED SERVICES, AND ACCORDINGLY, WE MAY CHANGE ANY INTERFACES OR FUNCTIONALITIES OR FEATURES OF THE SERVICES; (ii) ALIZ MAY REQUEST ADDITIONAL ACCESS RIGHTS TO YOUR GCP ACCOUNT (BY CHANGING AND PROVIDING YOU WITH AN UPDATED API DOCUMENTATION), IN PARTICULAR WHERE GOOGLE UPDATES THE GCP SERVICES AND THE RELATED APIS, AND IF YOU FAIL TO PROVIDE SUCH ADDITIONAL ACCESS THE SERVICES MAY FAIL OR MAY NOT PERFORM PROPERLY.
7.8. YOU ALSO EXPRESSLY ACKNOWLEDGE THAT ALIZ RESERVES THE RIGHT AT ANY TIME AND FROM TIME TO TIME, TO MODIFY OR DISCONTINUE THE SERVICES OR ANY PART THEREOF PROVIDED THAT ALIZ UNDERTAKES TO INFORM YOU OF ANY MATERIAL ADVERSE CHANGE TO OR THE DISCONTINUANCE OF THE SERVICES 30 DAYS IN ADVANCE.
7.9. By signing the SOF, you represent and warrant that (i) you have full legal authority to enter into the Agreement; and (ii) you have read and understand the Agreement.
8.1. TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL OR PROFITS OR SALES OR BUSINESS, WORK STOPPAGE, COMPUTER OR OTHER MACHINERY OR EQUIPMENT FAILURE OR MALFUNCTION, LOST DATA, DEPRECIATION OF STOCK PRICE, BUSINESS INTERRUPTION OR ANY DECISIONS MADE BASED ON THE PROVISION OF THE SERVICES TO THE CLIENT (INCLUDING THE CLIENT’S RELIANCE UPON THE RECOMMENDATIONS) OR FOR ANY AND ALL OTHER SIMILAR DAMAGES OR LOSSES, EVEN IF SUCH PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. YOU EXPRESSLY REPRESENT THAT YOU USE THE SERVICES AND THE RECOMMENDATIONS AT YOUR OWN DISCRETION HAVING UNDERSTOOD THE LIMITATIONS AND EXCLUSIONS OF ALIZ’S LIABILITY, AND THUS, YOU UNDERSTAND THAT WE SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY EFFECT (WHETHER DIRECT OR INDIRECT) THAT THE USE OF THE SERVICES OR THE RECOMMENDATIONS MAY HAVE ON YOU OR YOUR BUSINESSES.
8.2. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE AND BREACH OF STATUTORY DUTY, HOWSOEVER ARISING), CONTRACT, MISREPRESENTATION (WHETHER INNOCENT OR NEGLIGENT), RESTITUTION, INDEMNITY OR OTHERWISE, WILL ALIZ BE LIABLE TO THE CLIENT FOR ANY DAMAGES, COSTS, OR LIABILITIES IN AGGREGATE IN EXCESS OF THE LOWER OF: (I) THE AMOUNTS PAID BY THE CLIENT FOR THE SERVICES IN THE 1-MONTH PERIOD PRIOR TO THE CLIENT’S INITIAL CLAIM; OR (II) EUR 25,000.
8.3. YOU ALSO ACKNOWLEDGE THAT: (i) ALIZ IS NOT RESPONSIBLE OR LIABLE FOR THE DELETION OR LOSS OR CORRUPTION OF OR FAILURE TO STORE ANY OF YOUR CONSUMPTION DATA OR ANY DATA IN YOUR GCP ACCOUNT; (ii) YOU ARE SOLELY RESPONSIBLE FOR SECURING AND BACKING UP ALL OF YOUR CONSUMPTION DATA AND ANY DATA IN YOUR GCP ACCOUNT (AND THUS, THE POTENTIAL LOSS OF ANY CONSUMPTION DATA, OTHER DATA, COMMUNICATION OR APPLICATION) AND HAVING IN PLACE ALL NECESSARY BUSINESS CONTINUITY AND DISASTER RECOVERY PLANS; (iii) ALIZ MAY CHANGE, DISCONTINUE, OR DEPRECATE ANY SERVICES OR CHANGE OR REMOVE FEATURES OR FUNCTIONALITY OF THE SERVICES OR THE PLATFORM FROM TIME TO TIME (PROVIDED THAT THIS SHALL BE SUBJECT TO THE CONDITIONS SET OUT IN SECTION 7.8). ACCORDINGLY, YOU HEREBY WAIVE AND AGREE NOT TO ENFORCE ANY POSSIBLE CLAIMS AGAINST ALIZ IN RELATION TO THE OCCURRENCE OF ANY OF THE ABOVE-MENTIONED CIRCUMSTANCES.
8.4. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THE AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THE AGREEMENT.
8.5. NOTHING IN THE AGREEMENT EXCLUDES LIABILITY FOR: (i) DEATH OR PERSONAL INJURY CAUSED BY A PARTY’S NEGLIGENCE OR THAT OF ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS; (ii) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (iii) ANY OTHER LIABILITY WHICH MAY NOT BE EXCLUDED BY LAW.
9.1. YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD ALIZ, ITS AFFILIATES AND LICENSORS AND EACH OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES HARMLESS, FROM AND AGAINST ANY CLAIM, DEMAND, SUIT, INVESTIGATION OR PROCEEDING, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR RELATING TO ANY THIRD PARTY CLAIM CONCERNING: (A) YOUR USE OF THE SERVICES AND THE PLATFORM; (B) YOUR BREACH OR ALLEGED BREACHED OF THE AGREEMENT OR THE APPLICABLE LAWS; (C) YOUR CONSUMPTION DATA, INCLUDING ANY CLAIM INVOLVING ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY RIGHTS BY YOUR CONSUMPTION DATA OR BY THE USE OF YOUR CONSUMPTION DATA THROUGH THE SERVICES.
10.1. If the Parties agree in the SOF, Aliz provides the Client with technical support in relation to the Services (i.e. basic support regarding the Client’s use of the relevant functions and features of the Services), in accordance with terms and conditions set out in the SOF.
11.1. Each Party agrees that it will hold the other Party’s confidential information (which, for the purposes of these Terms, shall mean all information disclosed by a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure; the “Confidential Information”) in confidence using the same standard of care that it uses to protect its own confidential information of similar nature, but in no event less than reasonable care. Further, the Receiving Party may not disclose the Confidential Information of the Disclosing Party to any third party without the Disclosing Party’s prior written consent. In addition, each Party undertakes to the other Party to limit access to the Disclosing Party’s Confidential Information to those of its employees or agents who need to know such Confidential Information and who are bound by confidentiality obligations at least as restrictive as those set forth herein.
11.2. Each Party acknowledges and agrees that it may only use the Disclosing Party’s Confidential Information to perform its obligations or exercise its rights under the Agreement. The Client acknowledges and accepts that the confidentiality duties under this Section shall not limit Aliz’s rights under Section 3.
11.3. The obligations set forth in this Section 11 will apply during the Service Term and will continue for a period that will end 5 years after the expiration or termination of the Agreement. Following termination of the Agreement or upon request of the Disclosing Party, all Confidential Information of the Disclosing Party (in any form and any copies thereof) in the custody and control of the Receiving Party shall be deleted or destroyed.
11.4. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law or binding governmental resolution to do so, provided that the Receiving Party shall give the Disclosing Party prior written notice of such compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure.
11.5. Further, the restrictions on the use and disclosure of Confidential Information will not apply to any Confidential Information which (i) is or becomes publicly known through no act or omission of the Receiving Party; (ii) is lawfully received from a third party without restriction on disclosure; (iii) is already known by the Receiving Party without a duty of confidentiality at the time it is disclosed by the Disclosing Party, as shown by the Receiving Party’s written records; or (iv) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information, as shown by the Receiving Party’s written records.
11.6. The Client hereby grants Aliz the right to use the Client’s company name and logo as a reference for marketing or promotional purposes on Aliz’s website and in other public or private communications with existing or potential other customers, subject to the Client’s standard trademark use agreement provided to Aliz.
13.1. The term of the Agreement shall commence on the effective date (activation date) specified in the SOF (which shall be the first day of the Service Term) and will continue for an initial service term specified in the SOF (hereinafter the “Service Term”). Each SOF will set out the initial Service Term and such Service Term shall automatically renew for additional period(s) equal to the initial Service Term unless either Party provides written notice of its intent not to renew the relevant Service Term at least 15 days prior to the end of the then-current Service Term. You expressly accept that you may not terminate the Agreement for convenience, during any Service Term (other than by sending the above notice stating your intention not to renew the Service Term).
13.2. Either Party may terminate an SOF upon written notice to the other Party, for any material breach by the other Party if such breach is not cured within 15 days following written notice of such breach from the non-breaching Party. Further, either Party may terminate the Agreement immediately on written notice if the other Party files for bankruptcy; becomes or is declared insolvent, or is the subject of any proceedings related to its liquidation, insolvency or the appointment of a receiver or similar officer for it; makes an assignment for the benefit of all or substantially all of its creditors; or enters into an agreement for the cancellation, extension, or readjustment of substantially all of its obligations.
13.3. Upon expiration or termination of any SOF, Aliz will stop providing Services under such SOF, all access to the Services granted by Aliz will terminate, the Client will cease all use of the Services.
13.4. The provisions of this Section and the following Sections will survive any termination of the Agreement: Sections 4, 5, 6, 7, 8, 9, 11, 13.4, 14 and 15.
14.1. BY USING THE PLATFORM, YOU AGREE TO THESE TERMS; IF YOU DO NOT AGREE, DO NOT USE THE PLATFORM.
14.2. As long as you comply with these Terms, Aliz grants the Client and its Registered Users a personal, non-exclusive, non-transferable, limited privilege to enter and use the Platform.
14.3. All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, computer code and any other content (collectively, the “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on the Platform is owned, controlled or licensed by or to Aliz, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.
14.4. Except as expressly provided in these Terms, no part of the Platform and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including "mirroring") to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without Aliz’s express prior written consent.
14.5. You may use information on the Services purposely made available by Aliz for downloading from the Platform, provided that you (1) may not remove any proprietary notice language in all copies of such documents, (2) shall use such information only for your personal, non-commercial informational purpose and do not copy or post such information on any networked computer or broadcast it in any media, (3) shall make no modifications to any such information, and (4) shall not make any additional representations or warranties relating to such documents.
14.6. You may not use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Platform or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Platform or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Platform.
14.7. You may not attempt to gain unauthorized access to any portion or feature of the Platform (including any access to the Services unless authorized), or any other systems or networks connected to the Platform or the Services, by hacking, password "mining" or any other illegitimate means.
14.8. You may not probe, scan or test the vulnerability of the Platform or the Services or any network or infrastructure connected to or supporting the Platform, nor breach the security or authentication measures on the Platform or any network or infrastructure connected to or supporting the Platform. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Platform, or any other customer of Aliz, including any account not owned by you, to its source, or exploit the Platform or any Service or information made available or offered by or through the Platform, in any way where the purpose is to reveal any information, including but not limited to personal data, other than your own information, as provided for by the Platform.
14.9. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Platform or the Services (such as the use or accessing of the Services or the Platform by an unreasonably high number of Registered Users simultaneously), or any networks, infrastructure and systems connected to supporting the Platform.
14.10. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Platform or the provision of any Service performed on or through the Platform, or with any other person’s use of the Platform.
14.11. You are entirely and solely responsible for maintaining the confidentiality of the information you hold for your account, including any passwords or other credentials, and for any and all activity that occurs under your account as a result of your failing to keep this information secure and confidential. You agree to notify Aliz immediately of any unauthorized use of your account or password, or any other breach of security.
14.12. You may not use anyone else’s login credentials (including user names and password) or account at any time without the express permission and consent of the holder of such credentials, password or account.
14.13. ALIZ DOES NOT PROMISE THAT THE PLATFORM OR ANY CONTENT, SERVICE OR FEATURE OF THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE PLATFORM WILL PROVIDE SPECIFIC RESULTS. THE PLATFORM AND ITS CONTENT ARE DELIVERED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. ALL INFORMATION PROVIDED ON THE PLATFORM IS SUBJECT TO CHANGE WITHOUT NOTICE. ALIZ WILL TAKE COMMERCIALLY REASONABLE MEASURES TO PREVENT ANY VIRUSES FROM ENTERING THE PLATFORM OR ANY INFORMATION AVAILABLE ON THE PLATFORM, BUT ALIZ CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE PLATFORM WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. ALIZ DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE PLATFORM. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE PLATFORM AND ANY LINKED SITES.
15.1. Amendment of the Terms
15.1.2. Further, Aliz undertakes to ensure that it will (i) not update the Services in a manner materially reducing the functionality, availability or security of the Services, (ii) notify the Client at least 30 days before discontinuing any Service (or associated material functionality), unless Aliz replaces such discontinued Service or functionality with a materially similar Service or functionality. HOWEVER, THE CLIENT ACKNOWLEDGES THAT ANY SUCH CHANGE MAY TAKE EFFECT ON THE 31ST DAY AS OF ALIZ’S NOTICE AND THAT THE CLIENT’S SOLE REMEDY IN SUCH A CASE IS TO TERMINATE THE AGREEMENT. ALIZ UNDERTAKES TO SETTLE ACCOUNTS WITH ANY CLIENT IN RESPECT OF THE FEES PAID BY THE CLIENT IN ADVANCE FOR THE ENTIRE SERVICE TERM (I.E. ALIZ WILL REFUND THE PROPORTIONATE FEES WHICH THE CLIENT PAID IN ADVANCE FOR THE PERIOD BETWEEN THE TERMINATION OF THE AGREEMENT BY THE CLIENT AS PER THIS SECTION AND THE ORIGINAL EXPIRY OF THE SERVICE TERM.
15.1.3. Before any changes to these Terms become binding on you, Aliz will notify you of such changes by providing prior notice of 30 days via your registered email address and/or through your account in the Platform. The updated Terms automatically amend the provisions of the Agreement, without any statement from the Client being required and the updated Terms shall supersede the prior version. The amended Terms shall apply to the Agreement following the entry into force of the amended Terms. Aliz will make available to Client the most current version of the Terms on its website.
15.1.4. YOU EXPRESSLY ACKNOWLEDGE THAT YOU MAY NOT TERMINATE THE AGREEMENT CLAIMING THAT YOU NO LONGER AGREE WITH THE UPDATED/AMENDED TERMS OR OTHERWISE CANNOT ACCEPT THE ALTERED CONDITIONS, UNLESS THE UPDATED TERMS FALL WITHIN THE CATEGORIES SPECIFIED IN SECTION 15.1.1 AND 15.1.2. YOU ALSO ACKNOWLEDGE THAT YOUR CONTINUED USE OF THE SERVICES FOLLOWING NOTICE OF THE AMENDED TERMS ALSO INDICATES YOUR CONSENT TO THE AMENDED TERMS.
15.2. Any legal notices relating to the Agreement must be in writing and sent to each Party to its then-current primary place of business or such other address provided by the recipient or via email or notice to the account in the Platform.
15.4. The failure by a Party to exercise any right hereunder or enforce due performance of any provision of the Agreement shall not qualify as a waiver of such Party's right to exercise that or any other right.
15.5. The headings used for the sections of these Terms are for information purposes and convenience only and do not define, limit, construe, or describe the scope or extent of the sections.
15.6. In the event that any provision of the Agreement is or becomes unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render the entire Agreement unenforceable or invalid. Aliz will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, the original objectives and intent of the Parties as reflected in the original provision.
15.7. Each Party hereby acknowledges that it has not relied upon any representation made but not expressly referenced in the Agreement when entering into the Agreement.
15.8. You and Aliz are independent contractors with respect to the provision of the Services; nothing contained in the Agreement shall be construed as creating any agency, partnership, or other form of joint enterprise between the Parties.
15.9. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (not to be unreasonably withheld). Notwithstanding the foregoing, you acknowledge and agree that (i) Aliz may assign the Agreement in its entirety (including any order forms), without consent of the Client, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets; and (ii) Aliz may assign any claim or receivable it may have hereunder to a debt collection agency for the purpose of collecting Aliz’s debt accrued under the Agreement. Subject to the foregoing, the Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
15.10. The Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than the Parties and a person who is not a party to the Agreement will not have any rights to enforce any term and condition of the Agreement.
15.11. Force majeure
15.11.1. Aliz shall not be liable hereunder by reason of any failure or delay in the performance of its obligations due to events beyond the reasonable control of Aliz, which may include denial-of-service attacks, strikes, shortages, riots, fires, acts of God, war, terrorism, pandemic or epidemic and related or other governmental actions.
15.11.2. Aliz undertakes to inform the Client of the occurrence of any force majeure event as soon as reasonably practicable and will use reasonable efforts to mitigate the adverse effects of the force majeure event.
15.11.3. Should the force majeure event impede Aliz to duly provide the Services for a period exceeding 90 days, the relevant Service Term shall be extended by the term of the force majeure event. However, you expressly agree and accept that you may not terminate the Agreement on the ground of any force majeure event preventing the Services or claiming that it is no longer in your intertest to use the Services due to the occurrence of the force majeure event (and the related unavailability of the Services).
15.12. The Agreement and any matters not regulated in the Agreement shall be construed in accordance with and governed by the laws of Hungary.
15.13. Any dispute, claim or controversy arising out of or relating to the Agreement or the breach, termination, enforcement, interpretation or validity thereof shall be determined by the ordinary courts of Hungary.
Service Level Agreement (SLA)
This Service Level Agreement (“SLA”) is incorporated into the Terms.
1.1. Aliz will use commercially reasonable efforts to make the Services available (which for the purposes of this SLA means that the Services are in an operable state, and the Services can be accessed through the Platform) at least 99.5% during a Service Term. Aliz will use commercially reasonable efforts to provide the Services without any outage and error (which for the purposes of this SLA shall mean a material problem with the Services, such as if the Services have an outage or are otherwise not available, or if the Services are functioning but the Client cannot use a material portion of the Services, but not including minor defects in the Services (where the Services are functioning, but there is a non-critical error or bug that causes one or more non-critical functions of the Services not to work as intended; hereinafter “Error”). However, if the Services do not meet the above general guarantees, we will offer the Client Discount(s).
1.2. Client Discounts
1.2.1. Client Discounts are calculated as follows:
- if the Services have been available during the Service Term under 99.5% but above 95%, then the Client Discount shall be in the amount of 10% of the relevant Fee paid for the Service Term, and
- if the Services have been available during the Service Term under 95%, then the Client Discount shall be in the amount of 25% of the relevant Fee paid for the Service Term.
1.2.2. Aliz will apply any Client Discounts only against future payments (not yet billed). If the Agreement expires and is not renewed, the Client will be entitled to use the Services for a term indicated in the notice sent by Aliz to the Client about the Client Discount, even after the expiry of the Service Term.
1.2.3. The Client understands that the Client’s sole and exclusive remedy for any failure of the Services to meet this SLA is the receipt of a Client Discount in accordance with the terms hereof and Section 5.5 of the Terms.
1.2.4. Section 15.9 of the Terms apply also to Client Discounts.
1.2.5. To receive a Client Discount, the Client must submit a request by sending an email message to the email address indicated in the SOF. The request must include (a) a reasonably detailed list of the instances of unavailability that evidences Aliz’s failure to meet this SLA; (b) the dates and times of each Error that the Client claims to have experienced; (c) the Client’s other relevant information enabling Aliz to analyze the Client’s claimed unavailability. The client discount request shall be received by Aliz within 5 business days after the end of the month] in which the Client claims to have experienced the unavailability or the Error.
1.2.6. Aliz will only provide the Client with any Client Discount if Aliz is able to independently verify the instances of unavailability reported by the Client.
1.3. The Client acknowledges and agrees that the SLA undertaken herein shall not apply to any unavailability of or Error in or other performance issues concerning the Services that
1.3.1. are caused by force majeure events and any other circumstances beyond Aliz’s reasonable control;
1.3.2. result from any actions or inactions of the Client or any third party;
1.3.3. result from the Client’s equipment, software or other technology or third party equipment or infrastructure (such as the GCP), software or other technology (other than third party equipment within Aliz’s direct control);
1.3.4. arise from the suspension and termination of the Client’s right to use a Service in accordance with the Terms; or
1.3.5. arise from the maintenance of the Services as per Section 4.6 of the Terms.
1.4. Aliz will respond to Errors and will start resolving Errors as follows:
1.4.1. The Client shall send a notice on an Error experienced by the Client to Aliz’s support email address of email@example.com.
1.4.2. Aliz will examine the Client’s notice on any Error and will respond to the Client about the receipt of the notice within 2 business days.
1.4.3. If the Error is not reproducible or is no longer impacting the Client, or if in Aliz’s reasonable opinion the Client does not provide sufficient information (evidence supporting the occurrence or existence of the Error) or if the Client does not provide the necessary cooperation and access to enable the resolution of the Error, Aliz will consider the Error to be resolved and will notify the Client about this.
1.4.4. If Aliz confirms the Error, it will use commercially reasonable efforts to resolve the Error, as soon as reasonably possible.
1.4.5. If the Error arises from any third party product within Aliz’s direct control (such as the GCP infrastructure), then Aliz will escalate the Error to the third party provider, as soon as commercially reasonable and will use commercially reasonable efforts to resolve the Error (with the assistance of the third party provider) as soon as reasonably possible.
1.5. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Terms. Matters not regulated in this SLA shall be governed by the Terms or the SOF.